PLAN OF EXCHANGE
BY WHICH
HERITAGE COMPANIES, INC.
(A NEVADA CORPORATION)
SHALL ACQUIRE
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ JI ▇▇
▇▇▇▇ YOU XIAN ZE REN GONG SI
(A CORPORATION ORGANIZED UNDER THE LAWS OF THE PEOPLES' REPUBLIC OF CHINA)
I. RECITALS 1
1. The Parties to this Agreement: 1
(1.1) Heritage Companies, Inc. 1
(1.2) ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ Ji ▇▇ ▇▇▇▇ You Xian Ze Ren Gong Si 1
.. (1.3) ▇▇▇▇▇ ▇▇▇▇▇ 1
(1.4) ▇▇▇▇ ▇▇▇▇ Shareholders 1
2. The Capital of the Parties: 1
(2.1) The Capital of HTAG 1
(2.2) The Capital of ▇▇▇▇ ▇▇▇▇ 1
3. Transaction Descriptive Summary: 1
4. SEC compliance. 2
5. Nevada compliance. 2
6. Audited Financial Statements. 2
II. PLAN OF EXCHANGE 3
1. Conditions Precedent to Closing. 3
(1.1) Shareholder Approval. 3
(1.2) Board of Directors. 3
(1.3) Due Diligence Investigation. 3
(1.4) The rights of dissenting shareholders, 3
(1.5) All of the terms, covenants and conditions 3
(1.6) The representations and warranties 3
(1.7) Certificate of ▇▇▇▇▇ ▇▇▇▇▇ 4
2. Conditions Concurrent and Subsequent to Closing. 4
(2.1) Share Cancellation. 4
(2.2) Acquisition Share Issuance. 4
3. Plan of Exchange 5
(3.1) Exchange of Shares: 5
(3.2) Conversion of Outstanding Stock: 5
(3.3) Closing/Effective Date: 5
(3.4) Surviving Corporations 5
(3.5) Rights of Dissenting Shareholders: 5
(3.6) Service of Process: 5
(3.7) Surviving Articles of Incorporation: 5
(3.8) Surviving By-Laws: 5
(3.9) Further Assurance, Good Faith and Fair Dealing: 5
(3.10) General Mutual Representations and Warranties. 6
(3.10.1) Organization and Qualification. 6
(3.10.2) Corporate Authority. 6
(3.10.3) Ownership of Assets and Property. 6
(3.10.4) Absence of Certain Changes or Events. 6
(3.10.5) Absence of Undisclosed Liabilities. 7
(3.10.6) Legal Compliance. 7
(3.10.7) Legal Proceedings. 8
(3.10.8) No Breach of Other Agreements. 8
(3.10.9) Capital Stock. 8
(3.10.10) SEC Reports, Liabilities and Taxes 8
(3.10.11) Brokers' or Finder's Fees. 9
(3.11) Miscellaneous Provisions 9
(3.11.1) 9
(3.11.2) 9
(3.11.3) 9
(3.11.4) 9
(3.11.5) 9
(3.11.6) 9
4. Termination. 10
5. Closing In Escrow 10
6. Execution in Counterparts
Signatures
The Remainder of this Page is Intentionally left Blank
PLAN OF EXCHANGE
BY WHICH
HERITAGE COMPANIES, INC.
(A NEVADA CORPORATION)
SHALL ACQUIRE
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ JI FA
ZHANYOUXIAN ZE REN GONG SI
(A CORPORATION ORGANIZED UNDER THE LAWS OF THE P.R. CHINA)
THIS PLAN OF EXCHANGE is made and dated this 29th day of September, 2003,
to supersede all previous agreements, if any between the parties. This Agreement
anticipates extensive due diligence by both parties, and may be terminated by
written notice, at any time (i) by mutual consent; (ii) by either party during
the due diligence phase.
I. RECITIALS
1. THE PARTIES TO THIS AGREEMENT:
(1.1) HERITAGE COMPANIES, INC. ("HTAG"), a Nevada corporation.
(1.2) ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ JI ▇▇
▇▇▇▇ ▇▇▇ ▇▇▇▇ ZE ▇▇▇ ▇▇▇▇ ▇▇ ("▇▇▇▇ ▇▇▇▇"),
a corporation organized under the laws of the P.R. China.
(1.3) ▇▇▇▇▇ ▇▇▇▇▇, Chairman of the Board and controlling shareholder of
HTAG.
(1.4) THE INDIVIDUAL SHAREHOLDERS OF ▇▇▇▇ ▇▇▇▇ WHOSE NAMES ARE SET FORTH ON
THE SIGNATURE PAGE HEREOF (the "▇▇▇▇ ▇▇▇▇ Shareholders").
2. THE CAPITAL OF THE PARTIES:
(2.1) THE CAPITAL OF HTAG consists of 20,000,000 shares of common
voting stock of $0.001 par value authorized, of which 2,291,836 shares are
issued and outstanding. HTAG is in the process of amending its Articles of
Incorporation to increase its authorized capital to 200,000,000 shares, such
amendment to be effective no later than the closing.
(2.2) THE CAPITAL OF ▇▇▇▇ ▇▇▇▇ consists of RMB 2,000,000 in registered
capital, which for the purposes of this Agreement, are referred to as "common
stock" or "capital stock".
3. TRANSACTION DESCRIPTIVE SUMMARY: HTAG desires to acquire ▇▇▇▇ ▇▇▇▇ and the
▇▇▇▇ ▇▇▇▇ Shareholders wish ▇▇▇▇ ▇▇▇▇ to be acquired by a public company. HTAG
would acquire 100% of the capital stock of ▇▇▇▇ ▇▇▇▇ for 67,000,000 new shares
of HTAG. HTAG would cause the cancellation of 1,188,088 shares of its
outstanding shares of common stock in exchange for three payments by ▇▇▇▇ ▇▇▇▇
and/or the ▇▇▇▇ ▇▇▇▇ Shareholders of $450,000 in the aggregate. The parties
intend that the transactions qualify and meet the Internal Revenue Code
requirements for a tax free reorganization, in which there is no corporate gain
or loss recognized for the parties, with reference to Internal Revenue Code
(IRC) sections 354 and 368.
4. SEC COMPLIANCE. HTAG shall cause the filing and the mailing to its
stockholders of an Information Statement pursuant to Section 14(f) of the
Securities Exchange Act of 1934, before closing.
5. NEVADA COMPLIANCE. Articles of Exchange are required to be filed by Nevada
law as the last act to make the acquisition final and effective under Nevada
law.
6. AUDITED FINANCIAL STATEMENTS. Certain filings under the Securities Exchange
Act of 1934, such as a Current Report on Form 8-K, require audited financial
statements of ▇▇▇▇ ▇▇▇▇ to be filed with the SEC within 75 days of closing. In
connection with HTAG's (or as its name may be changed by agreement of the
parties) filing of a Current Report on Form 8-K post closing, as it relates to
this transaction, audited financial statements of ▇▇▇▇ ▇▇▇▇ will be prepared and
filed with the SEC.
The Remainder of this Page is Intentionally left Blank
II. PLAN OF REOGANIZATION
1. CONDITIONS PRECEDENT TO CLOSING.
(1.1) SHAREHOLDER APPROVAL. Each corporate party shall have secured
shareholder approval for this transaction, if required, in accordance with the
laws of its place of incorporation and its constituent documents.
(1.2) BOARD OF DIRECTORS. The Boards of Directors of each corporate party
shall have approved the transaction and this agreement, in accordance with the
laws of its place of incorporation and its constituent documents.
(1.3) DUE DILIGENCE INVESTIGATION. Each party shall have furnished to the
other party all corporate and financial information which is customary and
reasonable, to conduct its respective due diligence, normal for this kind of
transaction. If either party determines that there is a reason not to complete
the Plan of Exchange as a result of their due diligence examination, then they
must give written notice to the other party prior to the expiration of the due
diligence examination period. The Due Diligence period, for purposes of this
paragraph, shall expire on the Closing Date. The Closing Date shall be September
29, 2003, unless extended to a later date by mutual agreement of the parties.
(1.4) THE RIGHTS OF DISSENTING SHAREHOLDERS, if any, of each party shall
have been satisfied and the Board of Directors of each party shall have
determined to proceed with the Plan of exchange.
(1.5) ALL OF THE TERMS, COVENANTS AND CONDITIONS of the Plan of exchange
to be complied with or performed by each party for Closing shall have been
complied with, performed or waived in writing; and
(1.6) THE REPRESENTATIONS AND WARRANTIES of the parties, contained in the
Plan of exchange, as herein contemplated, except as amended, altered or waived
by the parties in writing, shall be true and correct in all material respects at
the Closing Date with the same force and effect as if such representations and
warranties are made at and as of such time; and each party shall provide the
other with a certificate, certified either individually or by an officer, dated
the Closing Date, to the effect, that all conditions precedent have been met,
and that all representations and warranties of such party are true and correct
as of that date. The form and substance of each party's certification shall be
in form reasonably satisfactory to the other. In addition, it shall be a
condition precedent of ▇▇▇▇ ▇▇▇▇'▇ obligation to consummate the closing that a
certificate of good standing on HTAG shall have been delivered to it by the
Secretary of State of Nevada.
(1.7) CERTIFICATE OF ▇▇▇▇▇. It shall be a condition precedent to ▇▇▇▇
▇▇▇▇'▇ obligation to consummate the closing that a certificate of ▇▇▇▇▇ in
substantially the following form be delivered to it at or prior to closing:
(I) HTAG is a corporation duly organized, validly existing and in good
standing under the laws of the State of Nevada and has all requisite
corporate power to own, operate and lease its properties and assets
and to carry on its business.
(II) The authorized capitalization and the number of issued and outstanding
capital shares of HTAG are accurately and completely set forth in the
Plan of Exchange.
(III) The issued and outstanding shares of HTAG (including the 67,000,000 new
shares of HTAG common stock to be issued at closing) have been duly
authorized and validly issued and are fully paid and non-assessable.
(IV) HTAG has the full right, power and authority to sell, transfer and
deliver 67,000,000 new shares of its common stock to the ▇▇▇▇ ▇▇▇▇
Shareholders, and, upon delivery of the certificates representing such
shares as contemplated in the Plan of Exchange, will transfer to the
▇▇▇▇ ▇▇▇▇ Shareholders good, valid and marketable title thereto, free
and clear of all liens.
(V) To the best of his knowledge, there is no litigation, proceeding or
governmental investigation pending or threatened against or relating to
HTAG
(VI) HTAG has taken all steps in connection with the Plan of Exchange and the
issuance of shares thereunder which are necessary to comply in all
material respects with the Securities Act of 1933, as amended, and the
Securities Exchange Act of 1934, as well as the rules and regulations
promulgated pursuant thereto.
2. CONDITIONS CONCURRENT AND SUBSEQUENT TO CLOSING.
(2.1) SHARE CANCELLATION. Immediate upon or prior to the Closing, HTAG
shall have accepted the cancellation of 1,188,088 shares, such that HTAG shall
have no more than 1,103,748 shares issued and outstanding, before the issuance
of new shares as provided herein. Payment for the cancelled shares shall be made
by the ▇▇▇▇ ▇▇▇▇ and/or the ▇▇▇▇ ▇▇▇▇ Shareholders in the amount of $450,000 in
the aggregate.
(2.2) ACQUISITION SHARE ISSUANCE. Immediately upon the Closing, HTAG shall
issue the acquisition shares and cancel certain other shares, as follows:
HTAG Issued 2,291,836
----------- ----------
Share Cancellation 1,188,088
------------------ ----------
Subtotal 1,103,748
-------- ----------
Acquisition Share Issuance 67,000,000
-------------------------- ----------
Resulting Total 68,103,748
--------------- ----------
3. PLAN OF EXCHANGE
(3.1) EXCHANGE AND REORGANIZATION: HTAG and ▇▇▇▇ ▇▇▇▇ shall be hereby
reorganized, such that HTAG shall acquire 100% the capital stock of ▇▇▇▇ ▇▇▇▇,
and ▇▇▇▇ ▇▇▇▇ shall become a wholly-owned subsidiary of HTAG.
(3.2) CONVERSION OF OUTSTANDING STOCK: Forthwith upon the effective date
of the Plan, HTAG shall issue 67,000,000 new investment shares of its common
stock to or for the ▇▇▇▇ ▇▇▇▇ Shareholders.
(3.3) CLOSING/EFFECTIVE DATE: The Plan of exchange shall become effective
immediately upon approval and adoption by the parties hereto, in the manner
provided by the law of the places of incorporation and constituent corporate
documents, and upon compliance with governmental filing requirements, such as,
without limitation, compliance with Section 14 of the Securities Exchange Act of
1934, and the filing of Articles of Exchange, if applicable under State Law.
Closing shall occur when all requirements have been met. The parties anticipate
the filing of a Schedule 14-F Information Statement before closing.
(3.4) SURVIVING CORPORATIONS: Both corporations shall survive the exchange
and reorganization herein contemplated and shall continue to be governed by the
laws of its respective State of incorporation.
(3.5) RIGHTS OF DISSENTING SHAREHOLDERS: Each Party is the entity
responsible for the rights of its own dissenting shareholders, if any.
(3.6) SERVICE OF PROCESS AND ADDRESS: Each corporation shall continue to
be amenable to service of process in its own jurisdiction, exactly as before
this acquisition. The address of HTAG is ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The address of ▇▇▇▇ ▇▇▇▇ is ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇, ▇.▇. China 150090. The address of the ▇▇▇▇ ▇▇▇▇ Shareholders is in
care of ▇▇▇▇ ▇▇▇▇ at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇.▇. China 150090.
(3.7) SURVIVING ARTICLES OF INCORPORATION: the Articles of Incorporation
of each Corporation shall remain in full force and effect, unchanged.
(3.8) SURVIVING BY-LAWS: the By-Laws of each Corporation shall remain
in full force and effect, unchanged.
(3.9) FURTHER ASSURANCE, GOOD FAITH AND FAIR DEALING: the Directors of
each Company shall and will execute and deliver any and all necessary documents,
acknowledgments and assurances and do all things proper to confirm or
acknowledge any and all rights, titles and interests created or confirmed
herein; and both companies covenant expressly hereby to deal fairly and in good
faith with each other and each others shareholders. In furtherance of the
parties desire, as so expressed, and to encourage timely, effective and
businesslike resolution the parties agree that any dispute arising between them,
capable of resolution by arbitration, shall be submitted to binding arbitration.
As a further incentive to private resolution of any dispute, the parties agree
that each party shall bear its own costs of dispute resolution and shall not
recover such costs from any other party.
(3.10) GENERAL MUTUAL REPRESENTATIONS AND WARRANTIES. The purpose and
general import of the Mutual Representations and Warranties, are that each party
has made appropriate full disclosure to the others, that no material information
has been withheld, and that the information exchanged is accurate, true and
correct. These warranties and representations are made by each party to the
other, unless otherwise provided, and they speak and shall be true immediately
before Closing.
(3.10.1) ORGANIZATION AND QUALIFICATION. Each Corporation is duly
organized and in good standing, and is duly qualified to conduct any business it
may be conducting, as required by law or local ordinance.
(3.10.2) CORPORATE AUTHORITY. Each Corporation has corporate
authority, under the laws of its jurisdiction and its constituent documents, to
do each and every element of performance to which it has agreed, and which is
reasonably necessary, appropriate and lawful, to carry out this Agreement in
good faith.
(3.10.3) OWNERSHIP OF ASSETS AND PROPERTY. Each Corporation has lawful
title and ownership of it property as reported to the other, and as disclosed in
its financial statements.
(3.10.4) ABSENCE OF CERTAIN CHANGES OR EVENTS. Each Corporation has
not had any material changes of circumstances or events which have not been
fully disclosed to the other party, and which, if different than previously
disclosed in writing, have been disclosed in writing as currently as is
reasonably practicable. Specifically, and without limitation:
(3.10.4-A) the business of each Corporation shall be conducted
only in the ordinary and usual course and consistent with its past practice, and
neither party shall purchase or sell (or enter into any agreement to so purchase
or sell) any properties or assets or make any other changes in its operations,
respectively, taken as a whole, or provide for the issuance of, agreement to
issue or grant of options to acquire any shares, whether common, redeemable
common or convertible preferred, in connection therewith;
(3.10.4-B) Neither Corporation shall (i) amend its Articles of
Incorporation or By-Laws (except in the case of HTAG's proposed amendment to its
Articles of Incorporation to increase its authorized shares of common stock),
(ii) change the number of authorized or outstanding shares of its capital stock,
except as set forth in the preceding clause, or (iii) declare, set aside or pay
any dividend or other distribution or payment in cash, stock or property;
(3.10.4-C) Neither Corporation shall (i) issue, grant or pledge or
agree or propose to issue, grant, sell or pledge any shares of, or rights of any
kind to acquire any shares of, its capital stock, (ii) incur any indebtedness
other than in the ordinary course of business, (iii) acquire directly or
indirectly by redemption or otherwise any shares of its capital stock of any
class (except for HTAG's proposed cancellation of shares of common stock) or
(iv) enter into or modify any contact, agreement, commitment or arrangement with
respect to any of the foregoing;
(3.10.4-D) Except in the ordinary course of business, neither
party shall (i) increase the compensation payable or to become payable by it to
any of its officers or directors; (ii) make any payment or provision with
respect to any bonus, profit sharing, stock option, stock purchase, employee
stock ownership, pension, retirement, deferred compensation, employment or other
payment plan, agreement or arrangement for the benefit of its employees (iii)
grant any stock options or stock appreciation rights or permit the exercise of
any stock appreciation right where the exercise of such right is subject to its
discretion (iv) make any change in the compensation to be received by any of its
officers; or adopt, or amend to increase compensation or benefits payable under,
any collective bargaining, bonus, profit sharing, compensation, stock option,
pension, retirement, deferred compensation, employment, termination or severance
or other plan, agreement, trust, fund or arrangement for the benefit of
employees, (v) enter into any agreement with respect to termination or severance
pay, or any employment agreement or other contract or arrangement with any
officer or director or employee, respectively, with respect to the performance
or personal services that is not terminable without liability by it on thirty
days notice or less, (vi) increase benefits payable under its current severance
or termination, pay agreements or policies or (vii) make any loan or advance to,
or enter into any written contract, lease or commitment with, any of its
officers or directors;
(3.10.4-E) Neither party shall assume, guarantee, endorse or
otherwise become responsible for the obligations of any other individual, firm
or corporation or make any loans or advances to any individual, firm or
corporation, other than obligations and liabilities expressly assumed by the
other that party;
(3.10.4-F) Neither party shall make any investment of a capital
nature either by purchase of stock or securities, contributions to capital,
property transfers or otherwise, or by the purchase of any property or assets of
any other individual, firm or corporation.
(3.10.5) ABSENCE OF UNDISCLOSED LIABILITIES. Each Corporation has,
and has no reason to anticipate having, any material liabilities which have not
been disclosed to the other, in the financial statements or otherwise in
writing.
(3.10.6) LEGAL COMPLIANCE. Each Corporation shall comply in all
material respects with all Federal, state, local and other governmental
(domestic or foreign) laws, statutes, ordinances, rules, regulations (including
all applicable securities laws), orders, writs, injunctions, decrees, awards or
other requirements of any court or other governmental or other authority
applicable to each of them or their respective assets or to the conduct of their
respective businesses, and use their best efforts to perform all obligations
under all contracts, agreements, licenses, permits and undertaking without
default.
(3.10.7) LEGAL PROCEEDINGS. Each Corporation has no legal proceedings,
administrative or regulatory proceeding, pending or suspected, which have not
been fully disclosed in writing to the other.
(3.10.8) NO BREACH OF OTHER AGREEMENTS. This Agreement, and the
faithful performance of this agreement, will not cause any breach of any other
existing agreement, or any covenant, consent decree, or undertaking by either,
not disclosed to the other.
(3.10.9) CAPITAL STOCK. The issued and outstanding shares and all
shares of capital stock of each Corporation is as detailed herein, that all such
shares are in fact issued and outstanding, duly and validly issued, were issued
as and are fully paid and non-assessable shares, and that, other than as
represented in writing, there are no other securities, options, warrants or
rights outstanding, to acquire further shares of such Corporation.
(3.10.10) SEC REPORTS, LIABILITIES AND TAXES. ( i ) HTAG has filed
all required registration statements, prospectuses, reports, schedules, forms,
statements and other documents required to be filed by it with the SEC since the
date of its registration under the Securities Exchange Act of 1934
(collectively, including all exhibits thereto, the "HTAG SEC Reports"). None of
the HTAG SEC Reports, as of their respective dates, contained any untrue
statements of material fact or failed to contain any statements which were
necessary to make the statements made therein, in light of the circumstances,
not misleading. All of the HTAG SEC Reports, as of their respective dates (and
as of the date of any amendment to the respective HTAG SEC Reports), complied as
to form in all material respects with the applicable requirements of the
Securities Act and the Exchange Act and the rules and regulations promulgated
thereunder.
(ii) Except as disclosed in the HTAG SEC Reports filed prior to the date
hereof, HTAG and its Subsidiaries have not incurred any liabilities or
obligations (whether or not accrued, contingent or otherwise) that are of a
nature that would be required to be disclosed on a balance sheet of HTAG and its
Subsidiaries or the footnotes thereto prepared in conformity with GAAP, other
than (A) liabilities incurred in the ordinary course of business or (B)
liabilities that would not, in the aggregate, reasonably be expected to have a
material adverse effect on HTAG.
(iii) Except as disclosed in the HTAG SEC Reports filed prior to the date
hereof, HTAG and each of its Subsidiaries (i) have prepared in good faith and
duly and timely filed (taking into account any extension of time within which to
file) all material tax returns required to be filed by any of them and all such
filed tax returns are complete and accurate in all material respects; (ii) have
paid all taxes that are shown as due and payable on such filed tax returns or
that HTAG or any of its Subsidiaries are obligated to pay without the filing of
a tax return; (iii) have paid all other assessments received to date in respect
of taxes other than those being contested in good faith for which provision has
been made in accordance with GAAP on the most recent balance sheet included in
HTAG's financial statements; (iv) have withheld from amounts owing to any
employee, creditor or other person all taxes required by law to be withheld and
have paid over to the proper governmental authority in a timely manner all such
withheld amounts to the extent due and payable; and (v) have not waived any
applicable statute of limitations with respect to United States federal or state
income or franchise taxes and have not otherwise agreed to any extension of time
with respect to a United States federal or state income or franchise tax
assessment or deficiency.
(3.10.11) BROKERS' OR FINDER'S FEES. Each Corporation is not aware of
any claims for brokers' fees, or finders' fees, or other commissions or fees, by
any person not disclosed to the other, which would become, if valid, an
obligation of either company.
(3.11) MISCELLANEOUS PROVISIONS2(3.11) MISCELLANEOUS PROVISIONS
(3.11.1). Except as required by law, no party shall provide any
information concerning any aspect of the transactions contemplated by this
Agreement to anyone other than their respective officers, employees and
representatives without the prior written consent of the other parties hereto.
The aforesaid obligations shall terminate on the earlier to occur of (a) the
Closing, or (b) the date by which any party is required under its articles or
bylaws or as required by law, to provide specific disclosure of such
transactions to its shareholders, governmental agencies or other third parties.
In the event that the transaction does not close, each party will return all
confidential information furnished in confidence to the other. In addition, all
parties shall consult with each other concerning the timing and content of any
press release or news release to be issued by any of them.
(3.11.2). This Agreement may be executed simultaneously in
two or more counterpart originals. The parties can and may rely upon facsimile
signatures as binding under this Agreement, however, the parties agree to
forward original signatures to the other parties as soon as practicable after
the facsimile signatures have been delivered.
(3.11.3). The Parties to this agreement have no wish to
engage in costly or lengthy litigation with each other. Accordingly, any and all
disputes which the parties cannot resolve by agreement or mediation, shall be
submitted to binding arbitration under the rules and auspices of the American
Arbitration Association. As a further incentive to avoid disputes, each party
shall bear its own costs, with respect thereto, and with respect to any
proceedings in any court brought to enforce or overturn any arbitration award.
This provision is expressly intended to discourage litigation and to encourage
orderly, timely and economical resolution of any disputes which may occur.
(3.11.4). If any provision of this Agreement or the
application thereof to any person or situation shall be held invalid or
unenforceable, the remainder of the Agreement and the application of such
provision to other persons or situations shall not be effected thereby but shall
continue valid and enforceable to the fullest extent permitted by law.
(3.11.5). No waiver by any party of any occurrence or
provision hereof shall be deemed a waiver of any other occurrence or provision.
(3.11.6). The parties acknowledge that both they and their
counsel have been provided ample opportunity to review and revise this agreement
and that the normal rule of construction shall not be applied to cause the
resolution of any ambiguities against any party presumptively. The Agreement
shall be governed by and construed in accordance with the laws of the State of
Nevada.
4. TERMINATION. The Plan of exchange may be terminated by written notice, at
any time prior to closing, by either party whether before or after approval by
the shareholders of either or both; (i) by mutual consent; (ii) by either party
during the due diligence phase, or (iii) by either party, in the event that the
transaction represented by the anticipated Plan of exchange has not been
implemented and approved by the proper governmental authorities 120 days from
the of this Agreement. In the event that termination of the Plan of exchange by
either or both, as provided above, the Plan of exchange shall forthwith become
void and there shall be no liability on the part of either party or their
respective officers and directors.
5. CLOSING IN ESCROW. The parties hereto contemplate closing this Plan of
Exchange in escrow pursuant to the terms of an Escrow Agreement, a copy of which
is attached as Exhibit A hereto. When the documents and securities held in
escrow have been released and delivered to the respective parties, a change in
control of HTAG shall have occurred. The issuance of common shares of HTAG and
exchange of capital stock of ▇▇▇▇ ▇▇▇▇ shall be consummated upon delivery of
certain payments in accordance with the terms of the Escrow Agreement.
6. EXECUTION IN COUNTERPARTS. This Agreement may be executed in any number of
counterparts, and when all of the counterparts are put together as one document
it shall be a binding contract.
The Remainder of this Page is Intentionally left Blank
This agreement is executed on behalf of each of the parties as of the date
first above written.
HERITAGE COMPANIES, INC. ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ JI ▇▇
▇▇▇▇ YOU XIAN ZE ▇▇▇ ▇▇▇▇ ▇▇
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇, ▇▇▇▇ ▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇, Chairman ▇▇, ▇▇▇▇ ▇▇▇, Chairman
▇▇▇▇ ▇▇▇▇ Shareholders:
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(Individually) (Individually)
_______________________________ _______________________________
(Individually) (Individually)
_______________________________ _______________________________
(Individually) (Individually)
_______________________________ _______________________________
(Individually) (Individually)
_______________________________ _______________________________
(Individually) (Individually)
_______________________________ _______________________________
(Individually) (Individually)
/s/ ▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇
(Individually)