EXHIBIT 2.1
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is entered into
this 3rd day of February, 2005, to be deemed effective on the Closing Date as
defined below by and among Portage Partners Ltd., a corporation organized under
the laws of the State of Nevada ("PORTAGE"); Golden Century Investments, Inc., a
corporation organized under the laws of Samoa ("GOLDEN CENTURY"); and thirty
individuals and companies who are the stockholders of GOLDEN CENTURY (the
"GOLDEN CENTURY STOCKHOLDERS", a list of whom is attached hereto as EXHIBIT
"A").
WITNESSETH:
RECITALS
WHEREAS, the respective Boards of Directors of Portage and GOLDEN CENTURY
have adopted resolutions pursuant to which Portage shall acquire and the GOLDEN
CENTURY Stockholders shall exchange for shares of the common capital stock of
Portage 100% of the outstanding common stock of GOLDEN CENTURY (the GOLDEN
CENTURY Shares"); and
WHEREAS, the sole consideration for the exchange of the GOLDEN CENTURY
Shares shall be the receipt by the GOLDEN CENTURY Stockholders of shares of the
common capital stock of Portage, $.001 par value per share, as more particularly
set forth in EXHIBIT "B" hereto. The shares of Portage's common stock shall be
deemed "restricted securities" as defined in Rule 144 of the Securities Act of
1933, as amended (the "Act"); and
WHEREAS, the GOLDEN CENTURY Stockholders shall acquire in exchange such
"restricted securities" of Portage in a reorganization within the meaning of
Section 368(a) (1) (B) of the Internal Revenue Code of 1986, as amended, and/or
any other "tax free" exemptions thereunder that may be available for this
exchange, if and only to the extent that the Internal Revenue Code applies to
this Agreement and the transactions contemplated thereby;
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, it is agreed:
SECTION 1
EXCHANGE OF STOCK
1.1 Transfer and Number of Shares. The GOLDEN CENTURY Stockholders agree
to transfer to Portage at the closing (the "Closing") the GOLDEN CENTURY Shares,
in exchange for 45,500,000 newly issued and restricted shares of common stock of
Portage, as outlined in EXHIBIT "C". After the Closing, there will be
50,000,000 outstanding shares of common stock of the reorganized Portage.
1.2 Exchange of Certificates by GOLDEN CENTURY Stockholders. The transfer
of the GOLDEN CENTURY Shares shall be effected by the delivery to Portage at the
Closing of stock certificates duly endorsed in blank or accompanied by stock
powers executed in blank with all signatures witnessed or guaranteed to the
satisfaction of Portage and with all necessary transfer taxes and other revenue
stamps affixed and acquired at the GOLDEN CENTURY Stockholders' expense.
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1.3 Further Assurances. At the Closing and from time to time thereafter,
the GOLDEN CENTURY Stockholders shall execute such additional instruments and
take such other action as Portage may request in order to exchange and transfer
clear title and ownership in the GOLDEN CENTURY Shares to Portage.
1.4 Assets and Liabilities of Portage at Closing. Portage shall have no
assets and no liabilities at Closing, and all costs incurred by Portage incident
to the Agreement shall have been paid or satisfied.
1.5 Condition Precedent to the Closing. The GOLDEN CENTURY Stockholders
and GOLDEN CENTURY shall have provided Portage with satisfactory evidence that
GOLDEN CENTURY has acquired 100% of the ownership of Sichuan Province Golden Ant
Biotechnology Development Limited Company, a Chinese registered wholly foreign
owned enterprise ("GOLDEN ANT CHINA"), and that the 100% ownership of Golden Ant
China has been owned by GOLDEN CENTURY.
1.6 Closing. This Agreement will be deemed to be completed on the Closing
Date as defined in Section 2 below.
SECTION 2
CLOSING
The Closing contemplated by Section 1 shall be held at the offices of ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇, The ▇▇▇▇ Law Group PLLC, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇, unless another place or time is agreed upon in writing by the parties.
The Closing may also be accomplished by wire, express mail or other courier
service, conference telephone communications or as otherwise agreed by the
respective parties or their duly authorized representatives. The Closing shall
occur 20 days after the Information Statement on Schedule 14C is mailed to the
shareholders of Portage (the "Closing Date").
SECTION 3
REPRESENTATIONS AND WARRANTIES OF PORTAGE
Portage represents and warrants to, and covenants with, the GOLDEN CENTURY
Stockholders and GOLDEN CENTURY as follows:
3.1 Corporate Status; Compliance with Securities Laws. Portage is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Nevada and is licensed or qualified as a foreign corporation in
all jurisdictions in which the nature of its business or the character or
ownership of its properties makes such licensing or qualification necessary.
Portage is a publicly-held company and Portage is not in violation of any
applicable federal or state securities laws, rules or regulations. There is at
present no established trading market for Portage's securities. The shares of
Portage issued in exchange for GOLDEN CENTURY shares to GOLDEN CENTURY
shareholders are eligible for resale pursuant to Rule 144, without registration
under the Act, after satisfaction by the GOLDEN CENTURY Stockholders of the one
year holding period established by Rule 144 and such other restrictions imposed
by each of Rule 144, the Act generally, and the Securities Exchange Act of 1934.
3.2 Capitalization. The authorized capital stock of Portage at closing
will consist of 150,000,000 shares of $.001 par value common voting stock, of
which approximately 50,000,000 shares will be issued and outstanding, all fully
paid and non-assessable. Except as
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otherwise provided herein, there are no outstanding options, warrants or calls
pursuant to which any person has the right to purchase any authorized and
unissued common stock or other securities of Portage.
3.3 Financial Statements. The financial statements of Portage furnished
to the GOLDEN CENTURY Stockholders and GOLDEN CENTURY, consisting of audited
financial statements for the year ended June 30, 2004, as filed with the SEC and
incorporated herein by reference, are correct and fairly present the financial
condition of Portage at such date and for the period involved; such statements
were prepared in accordance with generally accepted accounting principles
consistently applied, and no material change has occurred in the matters
disclosed therein. Such financial statements do not contain any untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements made, in light of the circumstances under which they were
made, not misleading.
3.4 Undisclosed Liabilities. Portage has no liabilities of any nature
except to the extent reflected or reserved against in its balance sheets,
whether accrued, absolute, contingent or otherwise, including, without
limitation, tax liabilities and interest due or to become due.
3.5 Interim Changes. Since the dates of its balance sheet, there have
been no (i) changes in financial condition, assets, liabilities or business of
Portage which, in the aggregate, have been materially adverse; (ii) damages,
destruction or losses of or to property of Portage, payments of any dividend or
other distribution in respect of any class of stock of Portage, or any direct or
indirect redemption, purchase or other acquisition of any class of any such
stock; or (iii) increases paid or agreed to in the compensation, retirement
benefits or other commitments to its employees.
3.6 Title to Property. Portage has good and marketable title to all
properties and assets, real and personal, reflected in its balance sheet, and
the properties and assets of Portage are subject to no mortgage, pledge, lien or
encumbrance, with respect to which no default exists.
3.7 Litigation. There is no litigation or proceeding pending, or to the
knowledge of Portage, threatened, against or relating to Portage, its properties
or business. Further, no officer, director or person who may be deemed to be an
"affiliate" of Portage is party to any material legal proceeding which could
have an adverse effect on Portage (financial or otherwise), and none is party to
any action or proceeding wherein any has an interest adverse to Portage.
3.8 Books and Records. Portage will deliver to the GOLDEN CENTURY
Stockholders and GOLDEN CENTURY or their respective representatives all of
Portage's books, records, contracts and other corporate.
3.9 Tax Returns. Portage has filed all United States federal and state
income or franchise tax returns required to have been filed by it or its
predecessors.
3.10 Confidentiality. Portage's current directors and officers and their
representatives will keep confidential any information which they obtain from
the GOLDEN CENTURY Stockholders or from GOLDEN CENTURY concerning the
properties, assets and business of GOLDEN CENTURY.
3.11 Corporate Authority. Portage has full corporate power and authority
to enter into this Agreement and to carry out its obligations hereunder and will
deliver to the GOLDEN CENTURY Stockholders and GOLDEN CENTURY or their
respective representatives at the Closing a certified copy of resolutions of its
Board of Directors
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authorizing execution of this Agreement by Portage's officers and performance
thereunder, and that the directors adopting and delivering such resolutions are
the duly elected and incumbent directors of Portage.
3.12 Due Authorization. At Closing, the execution of this Agreement and
performance by Portage hereunder will have been duly authorized by all requisite
corporate action on the part of Portage, and this Agreement will constitute a
valid and binding obligation of Portage and performance hereunder will not
violate any provision of the Articles of Incorporation or other documents,
Bylaws, agreements, mortgages or other commitments of Portage, except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application now or
hereafter in effect relating to or affecting the enforcement of creditors' right
generally and the application of general equitable principles in any action,
legal or equitable.
3.13 Environmental Matters. Portage has no knowledge of any assertion by
any governmental agency or other regulatory authority of any environmental lien,
action or proceeding, or of any cause for any such lien, action or proceeding
related to the business operations of Portage. In addition, to the best
knowledge of Portage, there are no substances or conditions which may support a
claim or cause of action against Portage or any of Portage' current or former
officers, directors, agents or employees, whether by a governmental agency or
body, private party or individual, under any Hazardous Materials Regulations.
"Hazardous Materials" means any oil or petrochemical products, PCB's, asbestos,
urea formaldehyde, flammable explosives, radioactive materials, solid or
hazardous wastes, chemicals, toxic substances or related materials, including,
without limitation, any substances defined as or included in the definition of
"hazardous substances," "hazardous wastes," "hazardous materials" or "toxic
substances" under any applicable federal or state laws or regulations.
"Hazardous Materials Regulations" means any regulations governing the use,
generation, handling, storage, treatment, disposal or release of hazardous
materials, including, without limitation, the Comprehensive Environmental
Response, Compensation and Liability Act, the Resource Conservation and Recovery
Act and the Federal Water Pollution Control Act.
3.14 Access to Information Regarding GOLDEN CENTURY. Portage acknowledges
that it has been delivered copies of what has been represented to be
documentation containing all material information respecting GOLDEN CENTURY
(including its 100% owned subsidiary, Golden Ant China), and GOLDEN CENTURY's
present and contemplated business operations, potential acquisitions, management
and other factors; that it has had a reasonable opportunity to review such
documentation and discuss it, to the extent desired, with its legal counsel,
directors and executive officers; that it has had, to the extent desired, the
opportunity to ask questions of and receive responses from the directors and
executive officers of GOLDEN CENTURY, and with the legal and accounting firms of
GOLDEN CENTURY, with respect to such documentation; and that to the extent
requested, all questions raised have been answered to Portage's complete
satisfaction.
SECTION 4
REPRESENTATIONS, WARRANTIES AND COVENANTS OF GOLDEN CENTURY AND THE GOLDEN
CENTURY STOCKHOLDERS
GOLDEN CENTURY and the GOLDEN CENTURY Stockholders represent and warrant
to, and covenant with, Portage as follows:
4.1 Ownership of GOLDEN CENTURY. The GOLDEN CENTURY Stockholders own the
GOLDEN CENTURY Shares free and clear of any liens or encumbrances of any
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type or nature whatsoever, and have full right, power and authority to convey
the GOLDEN CENTURY Shares that are owned by them without qualification.
4.2 Ownership of Golden Ant China. GOLDEN CENTURY owns 100% of Golden Ant
China, free and clear of any liens or encumbrances of any type or nature
whatsoever, and has full right, power and authority to convey the Golden Ant
China ownership that it owns without qualification.
4.3 Corporate Status of GOLDEN CENTURY. GOLDEN CENTURY is a corporation
duly organized, validly existing and in good standing under the laws of Samoa,
and is licensed or qualified as a foreign corporation in all jurisdictions or
foreign countries and provinces in which the nature of GOLDEN CENTURY's business
or the character or ownership of GOLDEN CENTURY properties makes such licensing
or qualification necessary. It has one subsidiary that is 100%-owned, Golden
Ant China.
4.4 Corporate Status of Golden Ant China. Golden Ant China is a Wholly
Foreign Owned Enterprise duly organized, validly existing and in good standing
under the laws of the People's Republic of China, and is licensed or qualified
as a foreign corporation in all states of the United States or foreign countries
and provinces in which the nature of its business or the character or ownership
of its properties makes such licensing or qualification necessary.
4.5 Capitalization of GOLDEN CENTURY. The authorized capital stock of
GOLDEN CENTURY consists of 150,000,000 shares of common stock, $0.0001 par value
per share, of which 35,200,000 shares are issued and outstanding, and which are
fully paid and non-assessable. There are no outstanding options, warrants or
calls pursuant to which any person has the right to purchase any authorized and
unissued common or other securities of GOLDEN CENTURY.
4.6 Capitalization of Golden Ant China. The paid-in capital of Golden Ant
China is RMB2,000,000 (approximately equivalent to USD 242,000), all fully paid
and non-assessable. There are no outstanding options, warrants or calls
pursuant to which any person has the right to purchase any authorized and
unissued common or other equities of Golden Ant China.
4.7 Financial Statements. The financial statements of GOLDEN CENTURY,
which consist solely of the financial statements of Golden Ant China furnished
to Portage, consisting of an audited compiled balance sheet and income statement
for the period ended December 31, 2002, 2003, and unaudited financial statements
for the period ended September 30, 2004, attached hereto as EXHIBIT "D" AND
"D-1" and incorporated herein by reference, are correct and fairly present the
combined financial condition of GOLDEN CENTURY and Golden Ant China as of these
dates and for the periods involved; such statements were prepared in accordance
with generally accepted accounting principles consistently applied, and no
material change has occurred in the matters disclosed therein. These financial
statements do not contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements made, in light
of the circumstances under which they were made, not misleading.
4.8 Undisclosed Liabilities of GOLDEN CENTURY. GOLDEN CENTURY has no
material liabilities of any nature except to the extent reflected or reserved
against in the Golden Century China balance sheet, whether accrued, absolute,
contingent or otherwise, including, without limitation, tax liabilities and
interest due or to become due.
4.9 Undisclosed Liabilities of Golden Ant China. Golden Ant China has no
material liabilities of any nature except to the extent reflected or reserved
against in its balance sheet,
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whether accrued, absolute, contingent or otherwise, including, without
limitation, tax liabilities and interest due or to become due.
4.10 Interim Changes of GOLDEN CENTURY. Since the dates of its balance
sheet, there have been no (i) changes in the financial condition, assets,
liabilities or business of GOLDEN CENTURY, which in the aggregate, have been
materially adverse; (ii) damages, destruction or loss of or to the property of
GOLDEN CENTURY, payment of any dividend or other distribution in respect of the
capital stock of GOLDEN CENTURY, or any direct or indirect redemption, purchase
or other acquisition of any such stock; or (iii) increases paid or agreed to in
the compensation, retirement benefits or other commitments to their employees.
4.11 Interim Changes of Golden Ant China. Since the dates of its balance
sheet, there have been no (i) changes in the financial condition, assets,
liabilities or business of Golden Ant China, which in the aggregate, have been
materially adverse; (ii) damages, destruction or loss of or to the property of
Golden Ant China, payment of any dividend or other distribution in respect of
the capital stock of Golden Ant China, or any direct or indirect redemption,
purchase or other acquisition of any such stock; or (iii) increases paid or
agreed to in the compensation, retirement benefits or other commitments to their
employees.
4.12 Title to Property of GOLDEN CENTURY. GOLDEN CENTURY has good and
marketable title to all properties and assets, real and personal, proprietary or
otherwise, reflected in the Golden Ant China balance sheet.
4.13 Title to Property of Golden Ant China. Golden Ant China has good and
marketable title to all properties and assets, real and personal, proprietary or
otherwise, reflected in its balance sheet.
4.14 Litigation of GOLDEN CENTURY. There is no litigation or proceeding
pending, or to the knowledge of GOLDEN CENTURY, threatened, against or relating
to GOLDEN CENTURY or its properties or business. Further, no officer, director
or person who may be deemed to be an affiliate of GOLDEN CENTURY is party to any
material legal proceeding which could have an adverse effect on GOLDEN CENTURY
(financial or otherwise), and none is party to any action or proceeding wherein
any has an interest adverse to GOLDEN CENTURY.
4.15 Litigation of Golden Ant China. There is no litigation or proceeding
pending, or to the knowledge of Golden Ant China, threatened, against or
relating to Golden Ant China or its properties or business. Further, no
officer, director or person who may be deemed to be an affiliate of Golden Ant
China is party to any material legal proceeding which could have an adverse
effect on Golden Ant China (financial or otherwise), and none is party to any
action or proceeding wherein any has an interest adverse to Golden Ant China.
4.16 Books and Records of GOLDEN CENTURY. The GOLDEN CENTURY Stockholders
have (i) given to Portage and its representatives full access to all of its
offices, books, records, contracts and other corporate documents and properties
so that Portage could inspect and audit them; and (ii) furnished such
information concerning the properties and affairs of GOLDEN CENTURY as Portage
has requested.
4.17 Books and Records of Golden Ant China. Golden Ant China has (i) given
to Portage and its representatives full access to all of its offices, books,
records, contracts and other corporate documents and properties so that Portage
could inspect and audit them; and (ii) furnished such information concerning the
properties and affairs of Golden Ant China as Portage requested.
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4.18 Tax Returns of GOLDEN CENTURY. GOLDEN CENTURY has filed all income
or franchise tax returns required to be filed or has received currently
effective extensions of the required filing dates.
4.19 Tax Returns of Golden Ant China. Golden Ant China has filed all
income or other tax returns required to be filed in China or has received
currently effective extensions of the required filing dates.
4.20 Investment Intent. The GOLDEN CENTURY Stockholders are acquiring the
securities to be exchanged and delivered to them under this Agreement for
investment and not with a view to the sale or distribution thereof, and they
have no commitment or present intention to sell or distribute the Portage
securities to be received hereunder.
4.21 Corporate Authority of GOLDEN CENTURY. GOLDEN CENTURY and the GOLDEN
CENTURY Stockholders have full corporate power and authority to enter into this
Agreement and to carry out their obligations hereunder and will deliver to
Portage or its representative at the Closing certified copies of resolutions of
GOLDEN CENTURY'S Board of Directors authorizing execution of this Agreement by
its officers and performance thereunder.
4.22 Due Authorization. Execution of this Agreement and performance by
GOLDEN CENTURY and the GOLDEN CENTURY Stockholders hereunder have been duly
authorized by all requisite corporate action on the part of GOLDEN CENTURY and
the GOLDEN CENTURY Stockholders, and this Agreement constitutes a valid and
binding obligation of GOLDEN CENTURY and the GOLDEN CENTURY Stockholders and
performance hereunder will not violate any provision of the Articles of
Association or other Charter documents, Bylaws, agreements, mortgages or other
commitments of GOLDEN CENTURY or the GOLDEN CENTURY Stockholders, except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application now or
hereafter in effect relating to or affecting the enforcement of creditors' right
generally and the application of general equitable principles in any action,
legal or equitable.
4.23 Environmental Matters. GOLDEN CENTURY and Golden Ant China have no
knowledge of any assertion by any governmental agency or other regulatory
authority of any environmental lien, action or proceeding, or of any cause for
any such lien, action or proceeding related to the business operations of GOLDEN
CENTURY or its predecessors. In addition, to the best knowledge of GOLDEN
CENTURY and Golden Ant China, there are no substances or conditions which may
support a claim or cause of action against GOLDEN CENTURY and Golden Ant China
or any of its current or former officers, directors, agents, employees or
predecessors, whether by a governmental agency or body, private party or
individual, under the current Chinese laws.
4.24 Access to Information Regarding Portage. GOLDEN CENTURY and the
GOLDEN CENTURY Stockholders acknowledge that they have been delivered copies of
what has been represented to be documentation containing all material
information respecting Portage and its present and contemplated business
operations, potential acquisitions, management and other factors, by delivery to
them and/or by access to such information in the ▇▇▇▇▇ Archives of the
Securities and Exchange Commission at ▇▇▇.▇▇▇.▇▇▇; that they have had a
reasonable opportunity to review such documentation and to discuss it, to the
extent desired, with their legal counsel, directors and executive officers; that
they have had, to the extent desired, the opportunity to ask questions of and
receive responses from the directors and executive officers of Portage, and with
the legal and accounting firms of Portage, with respect to such documentation;
and that to the extent requested, all questions raised have been answered to
their complete satisfaction.
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4.25 Residency of Golden Century Stockholders. Each of the Golden Century
Stockholders is a non-resident of the United States.
SECTION 5
CONDITIONS PRECEDENT TO OBLIGATIONS OF GOLDEN CENTURY AND THE GOLDEN CENTURY
STOCKHOLDERS
All obligations of GOLDEN CENTURY and the GOLDEN CENTURY Stockholders under
this Agreement are subject, at their option, to the fulfillment, before or at
the Closing, of each of the following conditions:
5.1 Representations and Warranties True at Closing. The representations
and warranties of Portage contained in this Agreement shall be deemed to have
been made again at and as of the Closing and shall then be true in all material
respects and shall survive the Closing.
5.2 Due Performance. Portage shall have performed and complied with all
of the terms and conditions required by this Agreement to be performed or
complied with by it before the Closing.
5.3 Officers' Certificate. GOLDEN CENTURY shall have been furnished with
a certificate signed by the President of Portage, in such capacity, attached
hereto as EXHIBIT "E" and incorporated herein by reference, dated as of the
Closing, certifying (i) that all representations and warranties of Portage
contained herein are true and correct; and (ii) that since the date of the
financial statements as described in Section 3.3 of this agreement, there has
been no material adverse change in the financial condition, business or
properties of Portage, taken as a whole.
5.4 Assets and Liabilities of Portage. Unless otherwise agreed, Portage
shall have no assets and no liabilities at Closing, and all costs, expenses and
fees incident to the Agreement shall have been paid.
5.5 Shareholder Approval. The transaction contemplated by this Agreement
and the amendment of the Articles of Incorporation of Portage to (i) increase
the number of authorized shares of common stock to 150,000,000, and (ii) change
the name to American Golden Century Investments Inc. shall have been approved by
a majority of the outstanding shares of Portage.
5.6 Mailing of Information Statement. A Schedule 14C Information Statement
shall have been filed with and cleared by the Securities and Exchange Commission
and mailed to the Portage shareholders.
SECTION 6
CONDITIONS PRECEDENT TO OBLIGATIONS OF PORTAGE
All obligations of Portage under this Agreement are subject, at Portage's
option, to the fulfillment, before or at the Closing, of each of the following
conditions:
6.1 Representations and Warranties True at Closing. The representations
and warranties of GOLDEN CENTURY, the GOLDEN CENTURY Stockholders and Golden Ant
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China contained in this Agreement shall be deemed to have been made again at and
as of the Closing and shall then be true in all material respects and shall
survive the Closing.
6.2 Due Performance. GOLDEN CENTURY and the GOLDEN CENTURY Stockholders
shall have performed and complied with all of the terms and conditions required
by this Agreement to be performed or complied with by them before the Closing.
6.3 Officers' Certificate. Portage shall have been furnished with a
certificate signed by the President of GOLDEN CENTURY, in such capacity,
attached hereto as EXHIBIT "F" and incorporated herein by reference, dated as of
the Closing, certifying (i) that all representations and warranties of GOLDEN
CENTURY and the GOLDEN CENTURY Stockholders contained herein are true and
correct; and (ii) that since the date of the financial statements (EXHIBIT D &
D-1), there has been no material adverse change in the financial condition,
business or properties of GOLDEN CENTURY, taken as a whole.
SECTION 7
GENERAL PROVISIONS
7.1 Further Assurances. At any time, and from time to time, after the
Closing, each party will execute such additional instruments and take such
action as may be reasonably requested by the other party to confirm or perfect
title to any property transferred hereunder or otherwise to carry out the intent
and purposes of this Agreement.
7.2 Waiver. Any failure on the part of any party hereto to comply with
any its or their obligations, agreements or conditions hereunder may be waived
in writing by the party to whom such compliance is owed.
7.3 Brokers. Each party represents to the other parties hereunder that in
the event brokers or finders in connection with this Agreement, each party
agrees to indemnify and hold harmless the other parties against any fee, loss or
expense arising out of claims by brokers or finders employed or alleged to have
been employed by he/she/it.
7.4 Notices. All notices and other communications hereunder shall be in
writing and shall be deemed to have been given if delivered in person or sent by
prepaid first-class registered or certified mail, return receipt requested, as
follows:
If to Portage's Management prior to Closing:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
The ▇▇▇▇ Law Group LLC
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇-▇▇▇-▇▇▇▇
▇▇▇-▇▇▇-▇▇▇▇ fax
If to GOLDEN CENTURY:
▇▇▇▇▇▇▇ Law
King and Wood LLP
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, #▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇-▇▇▇-▇▇▇▇
▇▇▇-▇▇▇-▇▇▇▇ fax
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If to the GOLDEN CENTURY Stockholders:
▇▇▇▇▇▇▇ Law
King and Wood LLP
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, #▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇-▇▇▇-▇▇▇▇
▇▇▇-▇▇▇-▇▇▇▇ fax
7.5 Entire Agreement. This Agreement constitutes the entire agreement
between the parties and supersedes and cancels any other agreement,
representation or communication, whether oral or written, between the parties
hereto relating to the transactions contemplated herein or the subject matter
hereof.
7.6 Headings. The section and subsection headings in this Agreement are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
7.7 Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of California. Any actions
permitted hereunder shall be brought in the State of California.
7.8 Assignment. This Agreement shall inure to the benefit of, and be
binding upon, the parties hereto and their successors and assigns.
7.9 Counterparts. This Agreement may be executed simultaneously in two
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
7.10 Default. In the event of any default hereunder, the prevailing party
in any action to enforce the terms and provisions hereof shall be entitled to
recover reasonable attorney's fees and related costs.
IN WITNESS WHEREOF, the parties have executed this Agreement and Plan of
Reorganization effective the latest date hereof.
PORTAGE
----------------------------
By/s/▇▇ ▇▇▇▇, President
Date:
GOLDEN CENTURY
----------------------------
By/s/Yi Sheng, Chairman
Date:
10
EXHIBIT A
THE GOLDEN CENTURY STOCKHOLDERS
-------------------------------------
1 Yi, SHEN
------- ----------------------------
2 Hong, MA
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3 ▇▇▇▇▇ ▇▇▇, XU
------- ----------------------------
4 ▇▇▇▇ ▇▇▇, MA
------- ----------------------------
5 Qiang, YANG
------- ----------------------------
6 Yao, HU
------- ----------------------------
7 Rong, ZHOU
------- ----------------------------
8 Yan, TANG
------- ----------------------------
9 Guo, TAN
------- ----------------------------
10 Wei, XU
------- ----------------------------
11 Kai, LAN
------- ----------------------------
12 En Ming, LI
------- ----------------------------
13 Xing Bo, ZHOU
------- ----------------------------
14 Bing, ZOU
------- ----------------------------
15 ▇▇▇▇ ▇▇▇, ▇▇▇▇▇
------- ----------------------------
16 Cong Fu, Tao
------- ----------------------------
17 Fu Yong, LIU
------- ----------------------------
18 Jun, LIU
------- ----------------------------
19 ▇▇ ▇▇▇▇, ▇▇▇▇
------- ----------------------------
20 Zhi, PENG
------- ----------------------------
21 ▇▇▇▇, ▇▇
------- ----------------------------
22 Chao, LIU
------- ----------------------------
23 Min, YU
------- ----------------------------
24 Fu Hang, CHEN
------- ----------------------------
25 ▇▇▇ ▇▇▇▇▇, ▇▇▇▇
------- ----------------------------
26 Ze Zhi, NIU
------- ----------------------------
27 Gui Fang, XU
------- ----------------------------
28 Qi Ming, LI
------- ----------------------------
29 Guang Duo, ZHENG
------- ----------------------------
30 ▇▇▇ ▇▇▇▇, WEI
------- ----------------------------
31 ▇▇▇▇▇ ▇▇▇▇
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32 Norasia Networks Inc.
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33 South Light Holdings Limited
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11
EXHIBIT B
------------------------------------------------------------
NAME OF SHAREHOLDERS NEWLY ISSUED SHARES OF PORTAGE
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Yi, SHEN 4949635
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▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇
------------------------------------------------------------
▇▇▇▇▇ ▇▇▇, XU 847636
------------------------------------------------------------
▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇
------------------------------------------------------------
Qiang, YANG 870240
------------------------------------------------------------
▇▇▇, ▇▇ ▇▇▇▇▇▇▇
------------------------------------------------------------
Rong, ZHOU 1373171
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Yan, TANG 1633112
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▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇
------------------------------------------------------------
Wei, XU 1347742
------------------------------------------------------------
Kai, LAN 1137245
------------------------------------------------------------
En Ming, LI 1068022
------------------------------------------------------------
Xing Bo, ZHOU 252878
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Bing, ZOU 476089
------------------------------------------------------------
▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------------------------------
Cong Fu, Tao 463374
------------------------------------------------------------
Fu Yong, LIU 497280
------------------------------------------------------------
Jun, LIU 519884
------------------------------------------------------------
▇▇ ▇▇▇▇, ▇▇▇▇ 1202231
------------------------------------------------------------
▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇
------------------------------------------------------------
▇▇▇▇, ▇▇ 234513
------------------------------------------------------------
Chao, LIU 423818
------------------------------------------------------------
Min, YU 1586492
------------------------------------------------------------
▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇
------------------------------------------------------------
▇▇▇ ▇▇▇▇▇, ▇▇▇▇ 1295471
------------------------------------------------------------
Ze Zhi, NIU 5802070
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Gui Fang, XU 5802070
------------------------------------------------------------
Qi Ming, LI 183654
------------------------------------------------------------
Guang Duo, ZHENG 141272
------------------------------------------------------------
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇
------------------------------------------------------------
▇▇▇▇▇ ▇▇▇▇ 1130192
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Norasia Networks Inc. 282545
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South Light Holdings Limited 565091
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Total 45,500,000
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12
EXHIBIT C
------------------------------------------------------------
NAME OF SHAREHOLDERS GOLDEN CENTURY SHARES HELD
------------------------------------------------------------
Yi, SHEN 5000000
------------------------------------------------------------
▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇
------------------------------------------------------------
▇▇▇▇▇ ▇▇▇, XU 600000
------------------------------------------------------------
▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇
------------------------------------------------------------
Qiang, YANG 616000
------------------------------------------------------------
▇▇▇, ▇▇ ▇▇▇▇▇▇
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Rong, ZHOU 972000
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Yan, TANG 1156000
------------------------------------------------------------
▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇
------------------------------------------------------------
Wei, XU 954000
------------------------------------------------------------
Kai, LAN 805000
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En Ming, LI 756000
------------------------------------------------------------
Xing Bo, ZHOU 179000
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Bing, ZOU 337000
------------------------------------------------------------
▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------------------------------
Cong Fu, Tao 328000
------------------------------------------------------------
Fu Yong, LIU 352000
------------------------------------------------------------
Jun, LIU 368000
------------------------------------------------------------
▇▇ ▇▇▇▇, ▇▇▇▇ 851000
------------------------------------------------------------
▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇
------------------------------------------------------------
▇▇▇▇, ▇▇ 166000
------------------------------------------------------------
Chao, LIU 300000
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Min, YU 1123000
------------------------------------------------------------
▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇
------------------------------------------------------------
▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇
------------------------------------------------------------
Ze Zhi, NIU 4107000
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Gui Fang, XU 4107000
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Qi Ming, LI 130000
------------------------------------------------------------
Guang Duo, ZHENG 100000
------------------------------------------------------------
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇
------------------------------------------------------------
▇▇▇▇▇ ▇▇▇▇ 800000
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Norasia Networks Inc. 200000
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South Light Holdings Limited 400000
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Total 35,200,000
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13