THE INVESTORS and UNITY ONE CAPITAL INC.
EXHIBIT
10.3
THE
INVESTORS
and
and
THE
DIRECTORS
and
CANADIAN
LEARNING SYSTEMS CORPORATION
***********************************************
D
E E D
***********************************************
Li, Wong,
▇▇▇ & W. I. ▇▇▇▇▇▇,
Suite
908, 9th
Floor,
One
▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇
▇▇▇▇▇▇▇▇▇
▇▇▇▇
▇▇▇▇.
Tel: ▇▇▇▇
▇▇▇▇
Fax: ▇▇▇▇
▇▇▇▇
Ref:
100/61691/08/COMM/J/100/100
THIS
DEED is
made day
of 2008.
BETWEEN
|
(1)
|
The
persons named in Schedule 1 Part 1
(“Investors”);
|
|
|
|
(2)
|
Unity
One Capital Inc., further particulars of which are set out in Schedule 1
Part 2 (“Unity One”);
|
|
|
|
(3)
|
The
persons named in Schedule 1 Part 3 (“Directors”);
and
|
|
(4)
|
Canadian
Learning Systems Corporation, a private company incorporated in the
British Virgin Islands (Company Number: 567633) and having its office at
Room 2101, Silver Tower, ▇▇.▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇’s Republic of China
(“CLSC”).
|
|
|
WHEREAS:-
|
|
(A)
|
Unity
One is a private company limited by shares incorporated in the State of
Nevada, U.S.A. The Directors are the existing directors of
Unity One.
|
|
(B)
|
CLSC
is the sponsor of Sino-Canada High School (“SCHS”) and provides education
management services to SCHS, by which CLSC will charge SCHS management fee
which ties to its number of students on
campus;
|
|
(C)
|
SCHS
is a fully certified Canadian Offshore High School in China. It
provides dual diploma and dual curriculums of Canada and Chinese high
school education services to both Chinese and international students in
China;
|
|
(D)
|
▇▇▇▇
▇▇▇▇ Yuan (“RY”) and ▇▇▇▇▇ ▇▇▇▇▇▇ (“JSY”) of the Investors are the
shareholders of all issued shares of CLSC (“CLSC Shares”). On
September 1, 2008, RY and JSY entered into an agreement between themselves
for the sale and purchase of the issued shares of CLSC, further
particulars of which are set out in Schedule
3;
|
|
(E)
|
The
Investors are desirous of acquiring a listing status for CLSC at the OTCBB
through Unity One;
|
|
(F)
|
To
this end, the Investors have agreed to subscribe for the Subscription
Shares (as defined below) at price as stipulated in Clause 2 and, Unity
One has agreed to issue and allot these to them on the terms of this
Deed.
|
|
|
NOW
THIS DEED WITNESSTH AS FOLLOWS:-
|
2
|
1.
|
Definitions
and Interpretation
|
|
|
1.1
|
In
this Deed and the Schedules to it the following words and expressions have
the following meanings:-
|
|
|
1.1.1
|
“Articles”
means the articles of association or bylaws in force at the date of this
Deed.
|
|
|
1.1.2
|
“Completion”
refers to completion of the subscription of shares under this
Deed.
|
|
|
1.1.3
|
“Subscription
Shares” means the 196,785,071 common shares of US$0.0001 each in the
capital of Unity One to be issued to the Investors on
Completion.
|
|
|
1.1.4
|
“SCHS
Business” means all the operations of the business under the name of SCHS
including, if any, all premises, goodwill, intellectual property, stock,
vehicles, machinery, plant and other equipment, tuition and other fees
paid by students, all book debts money standing to the credit of the SCHS
at any bank and the benefit of all contracts as shown in the management
account of SCHS dated September 30, 2008. In the event that
SCHS shall at any time, in order to facilitate the acquisition of SCHS
business as set out in Clause 8.1, be held by a holding company, SCHS
Business shall include all the shares of that holding
company.
|
|
|
1.1.5
|
“Warranties”
means the warranties representations and undertakings given by Unity One
and contained in Schedule 2.
|
|
|
|
|
1.1.6
|
“in
writing” includes any communication made by letter, telex, facsimile
transmission or electronic mail.
|
|
1.2
|
In
this Deed references to statutes include any modification, re-enactment or
extension of them.
|
|
1.3
|
|
1.4
|
The
Schedules to this Deed are an integral part of this Deed and references to
this Deed include references to the
Schedules.
|
|
1.5
|
Headings
are for ease of reference only and are not to be taken into account in
construing this Deed.
|
|
2.
|
Subscription
|
Each of
the Investors in reliance upon the representations, warranties undertakings,
agreements and covenants referred to in this Deed subscribes for certain
Subscription Shares, with percentage of shares to be acquired in Unity One,
shown against his name for a subscription price shown, subject to the Articles
and the terms and conditions contained in this Deed:
|
Investor
|
Number of Shares
To Be Acquired
|
Percentage of Shares
To Be Acquired
|
Total
Subscription Price
|
||||||||||
|
▇▇▇▇
▇▇▇▇ Yuan
|
22,812,151 | 8.93 | % | US$ 2,281.22 | |||||||||
|
▇▇▇▇▇
▇▇▇▇▇▇
|
119,054,968 | 46.61 | % | US$ 11,905.50 | |||||||||
|
United
Hemisphere Limited
|
54,917,952 | 21.5 | % | US$ 5,491.80 | |||||||||
|
Total:
|
196,785,071 | 77.04 | % | US$ 19,678.52 | |||||||||
3
|
3.
|
Completion
arrangements
|
|
3.1
|
Completion
shall take place on November 25, 2008 at the offices of CLSC or at such
other time and place as may be agreed between the parties to this
Deed. At Completion the Directors must ensure
that:
|
|
|
3.1.1
|
a
meeting of the board of directors of Unity One is convened and duly held
at which valid resolutions are passed to authorize the issue and allotment
of the Subscription Shares to the Investors and the entering into and
completing of this Deed by Unity
One;
|
|
|
3.1.2
|
a
certified copy of the minutes of the meeting referred to above is
delivered to the Investors;
|
|
|
3.1.3
|
each
of the Investors delivers to Unity One a cheque in favour of Unity One in
payment of the total price in respect of its Subscription Shares as set
out in clause 2; and
|
|
|
3.1.4
|
Unity
One allots and issues the Subscription Shares fully paid to the Investors,
enters the name of the Investors in the register of members of Unity One
as registered holders, and issues and delivers to the Investors
appropriate Share Certificates duly executed by Unity One, or if
appropriate, provide copy of instruction for Signature Transfer as
evidence of the same is being
processed.
|
|
4.
|
Purchase
of CLSC Shares
|
|
4.1
|
Upon
Completion:-
|
|
|
4.1.1
|
Unity
One shall simultaneously purchase the CLSC Shares from RY & JSY at the
price of US$40,029.22 and US$61,310.58 respectively. The total purchase
price shall be paid by Unity One by two instalments, US$19,678.52 to be
paid upon Completion and the remaining of US$81,661.28 to be paid when the
acquisition of SCHS as set out in clause 8.1(b) is
completed.
|
|
|
4.1.2
|
RY
and JSY shall ensure that:-
|
|
|
(a)
|
a
meeting of the board of directors of CLSC is convened and duly held at
which valid resolutions are passed to authorize the sale of the CLSC
Shares to Unity One;
|
|
|
(b)
|
a
certified copy of the minutes of the meetings referred to above is
delivered to Unity One;
|
|
|
(c)
|
Unity
One delivers cheques in favour of RY and JSY respectively in payment of
the first instalment of purchase price of the CLSC Shares as set out in
clause 4.1.1; and
|
|
|
(d)
|
RY
and JSY enter the name of Unity One in the register of members of CLSC as
registered holder of the CLSC Shares, and issue and deliver to Unity One
appropriate Share Certificates duly executed by RY and
JSY.
|
4
4.2 After
Completion:-
|
|
4.2.1
|
The
Directors of Unity One shall be replaced by appointing 3 directors
nominated by ▇▇▇▇ ▇▇▇▇ to the Board of Unity One. For the
avoidance of doubt, one of the directors so appointed shall be ▇▇. ▇▇▇▇▇▇▇
▇▇▇▇ whose appointment shall not be terminated before the end of second
year after Unity One’s shares are listed on OTCBB. ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇ shall
be entitled to a monthly director’s fee of not less than US$1,500 to be
paid in shares of Unity One. During his term as director of Unity One, ▇▇.
▇▇▇▇▇▇▇ ▇▇▇▇ shall be one of the two joint authorized signatories for any
instructions to be given to Signature Transfer or other share transfer
agent to be appointed by Unity One from time to
time.
|
|
|
4.2.2
|
Unity
One, being the owners of all shares of CLSC, shall pass all necessary
resolutions to appoint 3 additional directors to be nominated by ▇▇▇▇ ▇▇▇▇
to the Board of CLSC.
|
|
|
4.2.3
|
A
proper meeting of Unity One shall be convened and duly held either by AGM
or otherwise at which valid resolutions are to be passed to increase the
authorised share capital of Unity One from 750,000,000 to 1,300,000,000 by
the creation of a further 550,000,000 Common Shares and to authorize the
directors to allot shares pursuant to this Deed and the proper governing
law.
|
|
5.
|
Representations and Warranties By Unity One and the
Investors
|
(a) Representations and Warranties by Unity
One:
In
consideration of the Investors agreeing to enter into this Deed, Unity One
warrants and represents to the Investors,
on behalf of itself, the terms of the
Warranties set forth as Schedule 2
hereto, provided always that the
Investors will in no circumstances be entitled to any benefit or profit derived
from the sale or realization of assets before the date of Completion or
announced before the date of Completion;
(b) Representations and Warranties by the
Investors:
Each Investor hereby represents and warrants to the
Company as follows:-
|
|
(i)
|
Authorization. This Deed constitutes
such Investor's valid and legally binding obligation, enforceable in
accordance with its terms except as may be limited by (i) applicable
bankruptcy, insolvency, reorganization or other laws of general
application relating to or affecting
the enforcement of creditors' rights generally and (ii) the effect of
rules of law governing the availability of equitable
remedies. Each Investor represents that such Investor has full
power and authority to enter into this Deed.
|
(ii) Purchase for Own Account. The Subscription
Shares to be purchased by such Investor hereunder will be acquired for
investment for such Investor's own account, not as a nominee or agent, and not
with a view to the public resale or distribution thereof within the meaning of the United States
Securities Act of 1933, as amended (the “1933 Act”), and
such Investor has no present intention of selling, granting any participation
in, or otherwise distributing the same. If not an individual,
such Investor also represents that such Investor has not been
formed for the specific purpose of acquiring Subscription
Shares.
(iii) Disclosure of Information. At no time was the
Investor presented with or solicited by any publicly issued or circulated
newspaper, mail, radio, television or other
form of general advertising or solicitation in connection with the offer, sale
and purchase of the Subscription Shares. Such Investor has received
or has had full access to all the information it considers necessary or appropriate to
make an informed investment decision with respect to the Subscription Shares to
be purchased by such Investor under this Deed. Such Investor further
has had an opportunity to ask questions and receive answers from Unity One
regarding the terms and conditions of the offering of the
Subscription Shares and to obtain additional information (to the extent the
Unity One possessed such information or could acquire it without unreasonable
effort or expense) necessary to verify any information furnished to such
Investor or to which such Investor had access. The foregoing,
however, does not in any way limit or modify the representations and warranties
made by the Unity One in Section 5(a).
5
(iv) Investment Experience. Such Investor
understands that the purchase of the
Subscription Shares involves substantial risk. Such Investor has
experience as an investor in securities of companies in the development stage
and acknowledges that such Investor is able to fend for itself, can bear the
economic risk of such Investor’s investment in
the Subscription Shares and has such knowledge and experience in financial or
business matters that such Investor is capable of evaluating the merits and
risks of this investment in the Subscription Shares and protecting its own
interests in connection with this investment. The Investor represents
that (i) if the investor is an individual, he or she resides in the state or
province identified in the address on Schedule 1 hereto, and (ii) if the
Investor is an entity, then the office in which its investment decision was made
is located at the address on Schedule 1 hereto.
(v) Accredited Investor Status. Each Investor is
an “accredited investor” within the meaning of Rule 501(a) of Regulation D
promulgated under the 1933
Act.
(vi) Restricted Securities. Such Investor
understands that the Subscription Shares are characterized as “restricted securities” under the 1933 Act inasmuch as they are being acquired
from Unity One in a transaction not involving a public offering and that under the 1933 Act and applicable regulations
thereunder such securities may be resold without registration under the 1933 Act
only in certain limited circumstances. In this connection, such
Investor represents that such Investor is familiar with Rule 144 of the
U.S. Securities and Exchange Commission (the “SEC”), as presently
in effect, and understands the resale limitations imposed thereby and by the
1933 Act. Such Investor understands that Unity One is under no
obligation to register any of the Subscription Shares sold hereunder. Such
Investor understands that no public market now exists for any of the
Subscription Shares and that it is uncertain whether a public market will ever
exist for the Subscription Shares.
(vii) Compliance with Laws. Without in any way limiting the
representations set forth above, such Investor further agrees not to make any
disposition of all or any portion of the Subscription Shares except in
compliance with applicable securities laws.
(viii) Foreign Investors. If the Investor is not a United States
person (as defined by Section 7701(a)(30) of the Internal Revenue Code, as
amended (the “Code”)), the Investor hereby represents that it has satisfied
itself as to the full observance of the laws of its jurisdiction in connection
with any invitation to subscribe for the Subscription Shares or any use of this
Deed, including (i) the legal requirements within its jurisdiction for the
purchase of the Subscription Shares, (ii) any foreign exchange restrictions
applicable to such purchase, (iii) any governmental or other
consents that may need to be obtained, and (iv) the income tax and other tax
consequences, if any, that may be relevant to the purchase, holding, redemption,
sale, or transfer of the Subscription Shares. The
Investor’s subscription and payment for and continued beneficial
ownership of the Subscription Shares will not violate any applicable securities
or other laws of the Investor’s jurisdiction.
(ix) Regulation S Representations. As applicable
to an Investor that is not a U.S. Person as
defined in Rule 902(k) of the 1933 Act, such non-U.S. Investor hereby represents
that it is not acquiring the securities for the account or benefit of any U.S.
person. The Investor agrees to resell the securities only
in
accordance with the provisions of Regulation S, pursuant to registration under
the 1933 Act, or pursuant to an available exemption from registration; and
agrees not to engage in hedging transactions with regard to such securities
unless in compliance with the 1933 Act. Each Investor acknowledges that Unity One
will refuse to register any transfer of any of the Subscription Shares not made
in accordance with the provisions of Regulation S, pursuant to registration
under the 1933 Act, or pursuant to an effective registration
statement or an available exemption from registration.
6
|
|
(x)
|
Legends.
|
|
|
(a)
|
It is understood that the certificates evidencing
the Subscription Shares will bear the legends set forth
below.
|
THE SECURITIES REPRESENTED HEREBY HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY OTHER
JURISDICTIONS. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON
TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES
LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS
SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS
INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
|
|
(b)
|
Any legend
required by the laws of the State of
Nevada.
|
|
|
(c)
|
If the securities sold pursuant to this Agreement
are issued under Regulation S of the 1993 Act, it is understood that the
certificates evidencing the Subscription Shares will bear the legends set
forth
below.
|
THESE SECURITIES HAVE BEEN ISSUED UNDER REGULATION S OF
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AS
SECURITIES ISSUED OUTSIDE THE UNITED STATES. TRANSFER OF THESE
SECURITIES IS PROHIBITED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN AVAILABLE EXEMPTION
FROM REGISTRATION, OR PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN
COMPLIANCE WITH THE SECURITIES ACT.
The first legend set forth in this Section 5(b)(x) above shall be removed by Unity One from
any certificate evidencing Subscription Shares upon delivery to Unity One of an
opinion by counsel, reasonably satisfactory to Unity One, that a registration
statement under the 1933 Act is at that time in effect with
respect to the legended security or that such security can be freely transferred
in a public sale without such a registration statement being in effect and that
such transfer will not jeopardize the exemption or exemptions from
registration pursuant to which Unity One issued the Subscription
Shares.
|
6.
|
Due
Diligence
|
Notwithstanding
the warranties provided by Unity One in this Deed, the Investors confirm that
they have conducted all diligent investigation on Unity One before
Completion.
Unity One
confirms that there has been and will have no substantial change of
circumstances that will materially affect the purpose of entering into this Deed
before Completion.
|
7.
|
Pre-emption
Right
|
Unity One
confirms that upon Completion, the issue of pre-emption right (if any at all),
of the existing shareholders of Unity One will be properly resolved either by
the operation of law or by amendment to the Articles if necessary.
7
|
8.
|
Post-completion
|
|
8.1
|
After
Completion, the Investors, being the majority of Unity One, shall pass all
necessary resolutions to:-
|
|
|
(a)
|
after
acquisition of all the issued shares of CLSC, do all necessary acts or
things to facilitate listing at the
OTCBB.
|
|
|
(b)
|
acquire
SCHS Business in consideration of allotting further shares of Unity One to
the Investors at par, with the ultimate shareholdings of the Investors in
Unity One as shown below:-
|
|
Investor
|
Number of Shares
To Be Acquired
|
Percentage of Shares
To Be Acquired
|
Total
Subscription Price
|
||||||||||
|
▇▇▇▇
▇▇▇▇ Yuan
|
839,424,961 | 78.3 | % | US$ 83,942.50 | |||||||||
|
▇▇▇▇▇
▇▇▇▇▇▇
|
119,054,968 | 11.11 | % | US$ 11,905.50 | |||||||||
|
United
Hemisphere Limited
|
54,917,952 | 5.12 | % | US$ 5,491.80 | |||||||||
|
Total:
|
1,013,397,881 | 94.53 | % | US$ 101,339.80 | |||||||||
provided
always that the acquisition of SCHS Business shall be completed within 6 months
from Completion unless extended by mutual consent of the Directors and the
Investors.
|
8.2
|
The
Directors shall in the course of acquiring a listing status at the OTCBB
by Unity One, provide the following services to Unity
One:-
|
(a) advisory
service on the overall planning and strategy;
(b) assistance
to Unity One in the auditing process;
|
|
(c)
|
recommendation
to Unity One and coordination with legal, accounting, secretarial and
other professional firms; and
|
|
|
(d)
|
other
supportive services to facilitate the acquiring listing status at the
OTCBB by Unity One.
|
8.3 The
services to be provided by the Directors will not include:-
|
|
(a)
|
collection
of information for the preparation of the registration statement, for the
purpose of registering the shares of Unity One with the Securities and
Exchange Commission (“SEC”);
|
|
|
(b)
|
assistance
to CLSC in the auditing process;
and
|
|
|
(c)
|
preparation
of notices and announcement to be filed with the
SEC.
|
8
|
8.4
|
Each
of the Investors, so far as he is able and subject to Clause 8.1 above,
covenants with Unity One and the Directors that after Completion but
before acquiring a listing status at OTCBB, no one will without the prior
written consent of the Directors:-
|
|
|
(a)
|
increase
or reduce Unity One’s authorised or issued share capital, consolidate,
subdivide, purchase, redeem or cancel any of such share capital, or alter
any right pertaining to any share or class of shares in such capital;
and
|
|
|
(b)
|
do
such things as may water down the shareholdings of the existing
shareholders of Unity One or do such things that may cause loss and damage
or adversely affect the right of the existing shareholders after Unity One
is listed.
|
|
9.
|
Directors’
Discretion and Directors’ Act
|
|
9.1
|
Notwithstanding
anything stated hereinbefore and for the avoidance of any doubt, the
Directors shall be entitled to issue and transfer no more than 25,000,000
shares of and in Unity One to clear up the debts of Unity One in such
manner and to such person(s) as the Directors shall in their absolute
discretion think fit and without being liable to the Investors
provided always that if additional shares are being issued, the percentage
of the shares of and in Unity One to be acquired by the Investors under
this Deed shall be unchanged, but the number of shares acquired by the
Investors as set out in Clause 2 and 8.1 (b) shall be changed accordingly
to reflect such additional shares of Unity One being
issued. Save and except the above, the Directors shall have no
other discretion and rights to issue additional shares in Unity One unless
with the consent of the Investors.
|
|
9.2
|
Notwithstanding
anything stated in this Deed, if any of the Directors shall resign from
the Board of Unity One after execution of this Deed, the acts required to
be performed by the Directors under this Deed shall need to be performed
only by the remaining one of the Directors, and the outgoing one shall not
be liable for the action or inaction of the remaining one once he has left
the Board except for any antecedent breach by
him.
|
|
10.
|
Termination
|
This Deed
may be terminated at any time if it is mutually agreed by RY and JSY of the
Investors and, the Directors.
In the
event of any termination of this Deed, no party hereto (or any of its directors
or officers) shall have any liability or further obligation to any other
parties.
In the
event that Unity One shall fail to acquire a listing status at the OTCBB within
a reasonable time, this Deed shall be terminated and the Investors shall at
their own costs:-
|
|
(a)
|
transfer
the Subscription Shares back to the existing shareholders of Unity One of
their nominee(s) upon such directions given by the Directors, or to deal
with the Subscription Shares as the Directors shall
direct;
|
|
|
(b)
|
procure
that the directors of Unity One (who are installed to the Board by the
Investors) shall resign from the
Board;
|
|
|
(c)
|
transfer
or procure to transfer all issued shares of and in CLSC back to the
original shareholders of CLSC or their nominee(s) at nominal price;
and
|
|
|
(d)
|
do
such things and sign such documents as to reinstate the parties to the
position before execution of this
Deed.
|
|
11.
|
Governing
Law
|
This Deed
and, unless expressly provided therein, shall be governed by and construed and
interpreted in accordance with the laws of the Hong Kong Special Administrative
Region.
9
|
12.
|
Severability
|
If any
provision of this Deed is determined by a court of competent jurisdiction to be
invalid, void or unenforceable, the remaining provisions hereof or thereof shall
remain in full force and effect and shall in no way be affected, impaired or
invalidated thereby.
|
13.
|
Fees
and Expenses
|
The legal
fees and the expenses relating to the preparation of this Deed and, the costs in
the acquisition of shares and in the listing process under this Deed, including
but not limited to accounting, legal, registration, printing and mailing fees,
etc. (“the Costs”) shall be paid by the Investors.
|
14.
|
Prior
Negotiation
|
If the
terms and conditions of this Deed conflict with any terms and conditions of
previous agreements entered among the parties, this Deed shall
apply.
10
SCHEDULE
1
Part 1
The
Investors
|
(1)
|
▇▇▇▇
▇▇▇▇ Yuan, (Holder of Canada Passport Number ▇▇▇▇▇▇▇▇) of Room 2101,
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, People’s
Republic of China (“RY”);
|
|
(2)
|
▇▇▇▇▇
▇▇▇▇▇▇, (Holder of PRC ID Number: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇) of ▇▇. ▇▇, ▇▇▇▇ ▇▇,
▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ Jiedao, Lucheng District, Wenzhou, Zhejiang
(“JSY”);
|
|
(3)
|
United
Hemisphere Limited a private company incorporated in Hong Kong and having
its office at ▇▇▇▇ ▇▇▇, ▇/▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇
▇▇▇▇.
|
Part 2
Particulars of Unity
One
|
(a)
|
Name
of Corporation:
|
|
(b)
|
Address
of Resident Agent:
|
▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇,
▇.▇.▇.
|
|
(c)
|
No.
of Authorized shares:
|
750,000,000
|
|
(d)
|
Directors:
|
▇▇.
▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇. ▇▇▇ Kong Li both of 602, ▇▇▇ ▇▇▇▇ Tower, ▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇.
|
Part 3
Directors
|
(1)
|
▇▇.
▇▇▇▇▇▇▇ ▇▇▇▇ of 602, ▇▇▇ ▇▇▇▇ Tower, ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇.
|
|
(2)
|
Mr.
Wai Kong Li of 602, ▇▇▇ ▇▇▇▇ Tower, ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇.
|
11
SCHEDULE
2
The
Warranties
|
(a)
|
Unity
One has the existing investment and is holding shares in various companies
as particularized below (“the
Business”):-
|
|
|
(i)
|
10,000,000
shares in Domain Extremes Inc.
|
|
|
(ii)
|
6,410,384
shares in Enova Holdings, Inc.
|
|
|
(iii)
|
35,657,170
shares in Mega Pacific Capital Inc.
|
|
|
(iv)
|
5,294,118
shares in Microfinanz Asia Inc.
|
|
(b)
|
Unity
One will dispose of the Business within 4 months after
Completion.
|
|
(c)
|
Apart
from the Business and the Warrant to Purchase Common Shares agreement
between Unity One Capital Inc. and Unimax Telecom Limited dated
[ ]
(copy attached herewith as Annexure 1), no contract, transaction,
commitment, liability or obligation of whatever nature has been entered
into or incurred by Unity One at any time since its
incorporation.
|
|
(d)
|
Apart
from the Business, Unity One has no
assets.
|
|
(e)
|
No
share or loan capital of Unity One is under option or agreed to be put
under option.
|
|
(f)
|
All
returns, particulars, resolutions and other documents required to be filed
with the registrar of companies by Unity One have been duly filed and
Unity One has complied with all legal requirements in connection with its
formation and with all issues of
shares.
|
|
(g)
|
Following
the implementation of clause 2 of this Deed the Investors will be the
beneficial owners of 77.04% of the equity share capital of Unity One and
entitled to exercise 77.04% of the votes capable of being exercised at
general meetings of Unity One.
|
|
(h)
|
Following
the implementation of clause 8.1(b) of this Deed and provided that the
matters referred to in clause 4.2.3 of this Deed are properly done, the
Investors will be the beneficial owners of 94.53% of the equity share
capital of Unity One and entitled to exercise 94.53% of the votes capable
of being exercised at general meetings of Unity
One.
|
12
SCHEDULE
3
Shareholdings in
CLSC
|
Name
|
Shareholding
|
|
▇▇▇▇
▇▇▇▇ Yuan
|
39.5%
|
|
▇▇▇▇▇
▇▇▇▇▇▇
|
60.5%
_____________________
|
|
Total:
100%
|
13
IN WITNESS whereof the parties
hereto have hereunto executed this Deed the day and year first above
written.
|
SIGNED
SEALED AND DELIVERED by the )
Investor
▇▇▇▇ ▇▇▇▇ Yuan (Holder of Canada )
Passport
Number ▇▇▇▇▇▇▇▇) in the presence of:
|
)
)
)
|
|
SIGNED
SEALED AND DELIVERED by the Investor ▇▇▇▇▇ ▇▇▇▇▇▇ (Holder of PRC ID
Number: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇) in the presence of:
|
)
)
)
)
|
|
SEALED
WITH THE COMMON SEAL of the United Hemisphere Limited and signed by
in
the presence of:
|
)
)
)
|
14
|
SEALED
WITH THE COMMON SEAL of the Unity One Capital Inc. and signed
by
in
the presence of:
|
)
)
)
|
|
SIGNED
SEALED AND DELIVERED by the Director ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇ (Holder of HKID No.
▇▇▇▇▇▇▇(▇)) in the presence of:
|
)
)
)
|
|
SIGNED
SEALED AND DELIVERED by the Director Mr. Wai Kong Li (Holder of HKID No.
▇▇▇▇▇▇▇(▇)) in the presence of:
|
)
)
)
|
|
SEALED
WITH THE COMMON SEAL of the Canadian Learning Systems Corporation and
signed by
in
the presence of:
|
)
)
)
)
|
15