Exhibit 2.1
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the "Agreement") is made and entered into on
December 23, 2004, by and among Pan, Xxxxx-Xxxxx (the "Buyer"), Xxxxxx
Industries Corp., a Delaware corporation ("Xxxxxx"), and Xxxxx Pan
("Shareholder").
1. THE ACQUISITION.
1.1 Purchase and Sale Subject to the Terms and Conditions of this
Agreement. At the Closing to be held as provided in Section 2, Shareholder
shall sell 5,000,000 shares (the "Xxxxxx Shares") of the common stock of
Xxxxxx, which represents 100% of the issued and outstanding common shares in
Xxxxxx, to the Buyer hereto and the Buyer shall purchase the Xxxxxx Shares from
Shareholder, free and clear of all Encumbrances other than restrictions imposed
by Federal and State securities laws.
1.2 Purchase Price. At the Closing, the Buyer shall pay an aggregate total
of $100,000 (the "Purchase Price") in consideration for the Xxxxxx Shares to
Shareholder by wire transfer to an account held by Daichun Cheng, Esq., the
attorney of this transaction, of Fuzhou, China.
2. THE CLOSING.
2.1 Place and Time. The closing of the sale of the Xxxxxx Shares for the
Purchase Price (the "Closing") shall take place at a place, date and time as the
parties may mutually agree.
2.2 Deliveries by Shareholder. At the Closing, Shareholder shall deliver
the following to the Buyer:
(1) Certificates representing the Xxxxxx Shares, duly endorsed for transfer
to the Buyer.
(2) The documents contemplated by Section 3.
All other documents, instruments and writings required by this Agreement to be
delivered by Shareholder at the Closing and any other documents or records
relating to Xxxxxx'x business reasonably requested by the Buyers in connection
with this Agreement.
2.3 Deliveries by Buyer. At the Closing, the Buyer shall deliver the
following to Shareholder:
(1) The Purchase Price by wire transfer to an account held by Daichun Cheng,
Esq., of Fuzhou, China.
(2) The documents contemplated by Section 4.
All other documents, instruments and writings required by this Agreement to be
delivered by the Buyer at the Closing.
3. CONDITIONS TO THE BUYER'S OBLIGATIONS.
The obligations of the Buyer to effect the Closing shall be subject to the
satisfaction at or prior to the Closing of the following conditions, any one or
more of which may be waived by the Buyer:
3.1 No Injunction. There shall not be in effect any injunction, order or
decree of a court of competent jurisdiction that prevents the consummation of
the transactions contemplated by this Agreement that prohibits the Buyer's
acquisition of the Xxxxxx Shares.
3.2 Representations, Warranties and Agreements. (a) The representations and
warranties of Shareholder and Xxxxxx set forth in this Agreement shall be true
and complete in all material respects as of the Closing Date as though made at
such time, and (b) Shareholder and Xxxxxx shall have performed and complied in
all material respects with the agreements contained in this Agreement required
to be performed and complied with by them at or prior to the Closing.
4. CONDITIONS TO SHAREHOLDER AND XXXXXX'X OBLIGATIONS.
The obligations of Shareholder and Xxxxxx to effect the Closing shall subject to
the satisfaction at or prior to the Closing of the following conditions, any one
or more of which may be waived by Shareholder and Xxxxxx:
4.1 No Injunction. There shall not be in effect any injunction, order or
decree of a court of competent jurisdiction that prevents the consummation of
the transactions contemplated by this Agreement that prohibits the Shareholder's
sale of the Xxxxxx Shares.
4.2 Representations, Warranties and Agreements. (a) The representations and
warranties of the Buyer set forth in this Agreement shall be true and complete
in all material respects as of the Closing Date as though made at such time, and
(b) the Buyer shall have performed and complied in all material respects with
the agreements contained in this Agreement required to be performed and complied
with by it at or prior to the Closing.
5. REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER AND XXXXXX.
Shareholder and Xxxxxx each hereby jointly and severally represents and warrants
to the Buyer that:
5.1 Authorization. Xxxxxx is a corporation duly organized, and validly
existing under the laws of the state of Delaware. This Agreement constitutes a
valid and binding obligation of Shareholder and Xxxxxx, enforceable against it
in accordance with its terms.
5.2 Capitalization. The authorized capital stock of Xxxxxx consists of
80,000,000 authorized shares of common stock, par value $.0001, and 20,000,000
preferred shares, par value $.0001, of which 5,000,000 common shares and no
preferred shares are presently issued and outstanding. As of the Closing Date
there will not be outstanding any warrants, options or other agreements on the
part of Xxxxxx obligating Xxxxxx to issue any additional shares of common or
preferred stock or any of its securities of any kind.
5.3 Ownership of Xxxxxx Shares. The delivery of certificates to the Buyer
provided in Section 2.2 will result in the Buyer's immediate acquisition of
record and beneficial ownership of the Xxxxxx Shares, free and clear of all
Encumbrances subject to applicable State and Federal securities laws.
5.4 Financial Statements. Xxxxxx has delivered to Buyer the balance sheet
of Xxxxxx as of September 30, 2004 and statements of income and changes in
financial position for the periods then ended and the period from inception to
the period then ended. To the best of Xxxxxx'x knowledge and belief the Xxxxxx
Financial Statements are accurate and complete in accordance with generally
accepted accounting principles.
5.5 Litigation. To the best of Shareholder and Xxxxxx'x knowledge and
belief, there is no action, suit, inquiry, proceeding or investigation by or
before any court or Governmental Body pending or threatened in writing against
or involving Xxxxxx which is likely to have a material adverse effect on the
business or financial condition of Xxxxxx. To the best of Shareholder and
Xxxxxx'x knowledge and belief, Xxxxxx is not subject to any judgment, order or
decree that is likely to have a material adverse effect on the business or
financial condition of Xxxxxx.
5.6 Absence of Certain Changes. To the best of Shareholder and Xxxxxx'x
knowledge and belief, since the date of the Xxxxxx Financial Statements filed
with the SEC, there has not been any material adverse change in the business or
financial condition of Xxxxxx, and Xxxxxx has not made any change or amendment
in its certificate of incorporation or by-laws, or other governing instruments.
6. REPRESENTATIONS AND WARRANTIES OF THE BUYER.
The Buyer represents and warrants to Shareholder and Xxxxxx that:
6.1 Binding Effect. This Agreement constitutes a valid and binding
obligation of the Buyer, enforceable against Buyer in accordance with its
terms.
6.2 Consents and Approvals of Governmental Authorities. No consent,
approval or authorization of, or declaration, filing or registration with, any
Governmental Body is required to be made or obtained by the Buyer in connection
with the execution, delivery and performance of this Agreement by the Buyer or
the consummation of the sale of the Xxxxxx Shares to the Buyer.
6.3 Other Consents. No consent of any Person is required to be obtained by
the Buyer to the execution, delivery and performance of this Agreement or the
consummation of the sale of the Xxxxxx Shares to the Buyer.
6.4 Manner of Sale. At no time was Buyer presented with or solicited by or
through any leaflet, public promotional meeting, television advertisement or
any other form of general solicitation or advertising.
6.5 Purchase for Investment. The Buyer is purchasing the Xxxxxx Shares
solely for his own account for the purpose of investment.
7. MISCELLANEOUS.
7.1 Expenses. Each party shall bear its own expenses incident to the
preparation, negotiation, execution and delivery of this Agreement and the
performance of its obligations hereunder.
7.2 No Waiver. The failure of a party to insist upon strict adherence to
any term of this Agreement on any occasion shall not be considered a waiver or
deprive that party of the right thereafter to insist upon strict adherence to
that term or any other term of this Agreement. Any waiver must be in writing.
7.3 Exclusive Agreement; Amendment. This Agreement supersedes all prior
agreements among the parties with respect to its subject matter with respect
thereto and cannot be changed or terminated orally.
7.4 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be considered an original, but all of which
together shall constitute the same instrument.
7.5 Governing Law. This Agreement and (unless otherwise provided) all
amendments hereof and waivers and consents hereunder shall be governed by the
internal law of the State of New York, without regard to the conflicts of law
principles thereof.
7.6 Binding Effect. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective successors and assigns,
provided that neither party may assign its rights hereunder without the consent
of the other.
IN WITNESS WHEREOF, the corporate parties hereto have caused this Agreement
to be executed by their respective officers, hereunto duly authorized, and
entered into as of the date first above written.
"THE BUYER"
PAN, XXXXX-XXXXX
/s/ Pan, Xxxxx-Xxxxx
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By: Pan, Xxxxx-Xxxxx
"XXXXXX"
XXXXXX INDUSTRIES CORP.
/s/ Xxxxx Pan
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By: Xxxxx Pan, President
"SHAREHOLDER"
XXXXX PAN
/s/ Xxxxx Pan
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By: Xxxxx Pan
