STOCK PURCHASE AGREEMENT
This agreement is made between ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Inc. (OTCBB: NACT), an
Idaho corporation in the US having its principal executive office at its
principal executive offices at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇,
▇▇ ▇▇▇▇▇, hereinafter referred to as "NACT", ▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇,
hereinafter referred to as "Shareholders, and Shanghai G-Choice Science and
Technology Development Company, Limited, ("G-Choice") having its principal
executive offices at ▇▇-▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
hereinafter called "Company".:
RECITALS
A. The Shareholders are the owners of record of all of the outstanding
shares of the common stock of Shanghai G-Choice Science and Technology
Development Company.
B. NACT desires to purchase, and the shareholders desire to sell 80% of
the ownership in Shanghai G-Choice Science and Technology Development
Company.
C. It is the intention of the parties hereto that: (i) NACT shall acquire
80% of the issued and outstanding capital stock of the Company in
exchange solely for 800,000 shares of NACT authorized but unissued
Common Stock set forth below (the "Exchange"); (ii)the Exchange shall
qualify as a transaction in securities exempt from registration or
qualification under the Securities Act of 1933, as amended, (the "Act")
and under the applicable securities laws of the state or jurisdiction
where the Shareholders reside.
NOW, THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties contained in this Agreement, the parties hereto
agree as follows:
CONSIDERATION
In consideration of the above premises, for the consideration, and subject
to the terms and conditions hereinafter set forth, the parties agree as follows:
TERMS AND CONDITIONS
SECTION 1. EXCHANGE OF SHARES
1.1 Exchange of Shares. NACT and the Shareholders hereby agree that the
Shareholders shall, on the Closing Date (as hereinafter defined), exchange 80%
of their issued and outstanding shares of the capital stock of the Company (the
"G-Choice Shares") for 800,000 shares of NACT Common Stock, $.02 par value (the
"NACT Shares") set forth in Exhibit A hereto. The number of shares of capital
stock owned by the Shareholders and the number of NACT Shares which the
Shareholders will be entitled to receive in the Exchange is set forth in Exhibit
A hereto.
1.2 Delivery of G-Choice Shares. On the Closing Date, the Shareholders
will deliver to NACT the certificates representing the G-Choice Shares, duly
endorsed (or with executed stock powers) so as to make NACT the sole owner
thereof. NACT shall deliver to the Shareholders the NACT Shares to be delivered
to the Shareholders.
1.3 Investment Intent. The NACT Shares have not been registered under
the Securities Act of 1933, as Amended, and may not be resold unless the NACT
Shares are registered under the Act or an exemption from such registration is
available. The Shareholders represent and warrant that they are acquiring the
NACT Shares for their own account, for investment, and not with a view to the
sale or distribution of such Shares. Each certificate representing the NACT
Shares will have a legend thereon incorporating language as follows:
"The shares represented by this certificate have not been
registered under the Securities Act of 1933, as amended (the
"Act"). The shares have been acquired for investment and may
not be sold or transferred in the absence of an effective
Registration Statement for the shares under the Act unless in
the opinion of counsel satisfactory to the Company,
registration is not required under the Act."
SECTION 2. REPRESENTATIONS AND WARRANTIES OF G-CHOICE AND THE SHAREHOLDERS
The Company and the Shareholders hereby represent and warrant as
follows:
2.1 Organization and Good Standing; Ownership of Shares. G-Choice is a
corporation duly organized, validly existing and in good standing under the laws
China, and is entitled to own or lease its properties and to carry on its
business as and in the places where such properties are now owned, leased or
operated and such business is now conducted. G-Choice does not have any
subsidiaries. There are no outstanding subscriptions, rights, options, warrants
or other agreements obligating either G-Choice or the Shareholders to issue,
sell or transfer any stock or other securities of G-Choice.
2.2 Ownership of Capital Stock. The Shareholders are the owners of
record and beneficially of all of the shares of capital stock of G-Choice, all
of which shares are free and clear of all rights, claims, liens and
encumbrances, and have not been sold, pledged, assigned or otherwise transferred
except pursuant to this Agreement.
2.3 Financial Statements, Books and Records. There has been previously
delivered to NACTthe unaudited balance sheet of G-Choice as at June 30, 2001(the
"Balance Sheet"). The Balance Sheet is true and accurate and fairly represents
the financial position of G-Choice as at such date, and has been prepared in
accordance with generally accepted accounting principles consistently applied.
2.4 No Material Adverse Changes. Since the date of the Balance Sheet
there has not been:
(i) any material adverse change in the assets,
operations, condition (financial or otherwise) or prospective business of
G-Choice;
(ii) any damage, destruction or loss materially affecting the
assets, prospective business, operations or condition (financial or otherwise)
of G-Choice, whether or not covered by insurance;
(iii) any declaration, setting aside or payment of any
dividend or distribution with respect to any redemption or repurchase of
G-Choice's capital stock;
(iv) any sale of an asset (other than in the ordinary
course of business) or any mortgage or pledge by G-Choice of any properties or
assets; or
(v) adoption of any pension, profit sharing, retirement,
stock bonus, stock option or similar plan or arrangement.
2.5 Taxes. G-Choice has prepared and filed all appropriate tax returns
for all periods prior to and through the date hereof for which any such returns
have been required to be filed by it and has paid all taxes shown to be due by
said returns or on any assessments received by it or has made adequate provision
for the payment thereof.
2.6 Compliance with Laws. G-Choice has complied with all Chinese laws,
ordinances, regulations, inspections, orders, judgments, injunctions, awards or
decrees applicable to it or its business which, if not complied with, would
materially and adversely affect the business of G-Choice.
2.7 No Breach. The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby will not:
(i) violate any provision of the Articles of Incorporation or
By-Laws of G-Choice;
(ii) violate, conflict with or result in the breach of any of
the terms of, result in a material modification of, otherwise give any other
contracting party the right to terminate, or constitute (or with notice or lapse
of time or both constitute) a default under, any contract or other agreement to
which G-Choice is a party or by or to which it or any of its assets or
properties may be bound or subject;
(iii) violate any order, judgment, injunction, award or decree
of any court, arbitrator or governmental or regulatory body against, or binding
upon, G-Choice, or upon the properties or business of G-Choice; or
(iv) violate any statute, law or regulation of any
jurisdiction applicable to the transactions contemplated herein which could have
a materially adverse effect on the business or operations of G-Choice.
2.8 Actions and Proceedings. There is no outstanding order, judgment,
injunction, award or decree of any court, governmental or regulatory body or
arbitration tribunal against or involving G-Choice. There is no action, suit or
claim or legal, administrative or arbitral proceeding or (whether or not the
defense thereof or liabilities in respect thereof are covered by insurance)
pending or threatened against or involving G-Choice or any of its properties or
assets. There is no fact, event or circumstances that may give rise to any suit,
action, claim, investigation or proceeding.
2.9 Brokers or Finders. No broker's or finder's fee will be payable by
G-Choice in connection with the transactions contemplated by this Agreement, nor
will any such fee be incurred as a result of any actions by G-Choice or the
Shareholders.
2.10 Real Estate. G-Choice neither owns real property nor is a
party to any leasehold agreement.
2.11 Tangible Assets. G-Choice has full title and interest in all
machinery, equipment, furniture, leasehold improvements, fixtures, vehicles,
structures, owned or leased by G-Choice, any related capitalized items or other
tangible property material to the business of G-Choice (the "Tangible Assets").
G-Choice holds all rights, title and interest in all the Tangible Assets owned
by it on the Balance Sheet or acquired by it after the date of the Balance
Sheet, free and clear of all liens, pledges, mortgages, security interests,
conditional sales contracts or any other encumbrances. All of the Tangible
Assets are in good operating condition and repair and are usable in the ordinary
course of business of G-Choice and conform to all applicable laws, ordinances
and governmental orders, rules and regulations relating to their construction
and operation.
2.12 Liabilities. G-Choice does not have any direct or indirect
indebtedness, liability, claim, loss, damage, deficiency, obligation or
responsibility, known or unknown, fixed or unfixed, liquidated or unliquidated,
secured or unsecured, accrued or absolute, contingent or otherwise, including,
without limitation, any liability on account of taxes, any other governmental
charge or lawsuit (all of the foregoing collectively defined to as
"Liabilities"), which were not fully, fairly and adequately reflected on the
Balance Sheet. As of the Closing Date, G-Choice will not have any Liabilities,
other than Liabilities fully and adequately reflected on the Balance Sheet,
except for Liabilities incurred in the ordinary course of business.
2.13 Operations of G-Choice. From the date of the Balance Sheet
and through the Closing Date hereof G-Choice has not and will not have:
(i) incurred any indebtedness for borrowed money;
(ii) declared or paid any dividend or declared or made any
distribution of any kind to any shareholder, or made any direct or indirect
redemption, retirement, purchase or other acquisition of any shares in its
capital stock;
(iii) made any loan or advance to any shareholder, officer,
director, employee, consultant, agent or other representative or made any other
loan or advance otherwise than in the ordinary course of business;
(iv) except in the ordinary course of business, incurred or
assumed any indebtedness or liability (whether or not currently due and
payable);
(v) disposed of any assets of G-Choice except in the ordinary
course of business; or
(vi) materially increased the annual rate of compensation
of any executive employee of G-Choice;
(vii) increased, terminated, amended or otherwise modified
any plan for the benefit of employees of G-Choice;
(viii) issued any equity securities or rights to acquire such
equity securities; or
(ix) except in the ordinary course of business, entered
into or modified any contract, agreement or transaction.
2.14 Full Disclosure. No representation or warranty by G-Choice or the
Shareholders in this Agreement or in any document or schedule to be delivered by
them pursuant hereto, and no written statement, certificate or instrument
furnished or to be furnished to NACT pursuant hereto or in connection with the
negotiation, execution or performance of this Agreement, contains or will
contain any untrue statement of a material fact or omits or will omit to state
any fact necessary to make any statement herein or therein not materially
misleading or necessary to a complete and correct presentation of all material
aspects of the businesses of G-Choice.
2.15 Representations and Warranties on Closing Date. The
representations and warranties contained in this Section 2 shall be true and
complete on the Closing Date with the same force and effect as though such
representations and warranties had been made on and as of the Closing Date.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF NACT
NACT hereby represents and warrants to the Company and the Shareholders
as follows:
3.1 Organization and Good Standing. NACT is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Idaho and is entitled to own or lease its properties and to carry on its
business as and in the places where such properties are now owned, leased, or
operated and such business is now conducted. The authorized capital stock of
NACT consists of 45,000,000 shares of Common Stock, of which 22,315,000 shares
are presently issued and outstanding. NACT is duly licensed or qualified and in
good standing as a foreign corporation where the character of the properties
owned by NACT or the nature of the business transacted by it make such license
or qualification necessary. NACT does not have any subsidiaries other than
▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc., a Florida Corporation and Genesis Systems,Inc, a
Minnesota Corporation.
3.2 The NACT Shares. The NACT Shares to be issued to the Shareholders
have been or will have been duly authorized by all necessary corporate and
stockholder actions and, when so issued in accordance with the terms of this
Agreement, will be validly issued, fully paid and non-assessable.
3.3 Financial Statements; Books and Records. There has been previously
delivered to the Company, the audited balance sheet of NACT as at December
31,2000 and the unaudited balance sheet as at June 30, 2001 (the "NACT Balance
Sheet") and the related statements of operations for the periods then ended (the
"Financial Statements"). The Financial Statements are true and accurate and
fairly represent the financial position of the Company as at such dates and the
results of its operations for the periods then ended, and have been prepared in
accordance with generally accepted accounting principles consistently applied.
3.4 No Material Adverse Changes. Since the date of the NACT
Balance Sheet and except as otherwise disclosed in NACT reports or filings made
under the Securities Exchange Act of 1934, there has not been:
(i) any material adverse change in the assets,
operations, condition (financial or otherwise) or prospective business of NACT;
(ii) any damage, destruction or loss materially affecting the
assets, prospective business, operations or condition (financial or otherwise)
of NACT, whether or not covered by insurance;
(iii) any declaration, setting aside or payment of any
dividend or distribution with respect to any redemption or repurchase of NACT'
capital stock;
(iv) any sale of an asset (other than in the ordinary course
of business) or any mortgage or pledge by NACT of any properties or assets; or
(v) adoption of any pension, profit sharing, retirement,
stock bonus, stock option or similar plan or arrangement.
3.5 Taxes. NACT has prepared and filed all appropriate federal, state
and local tax returns of every kind and category (including, without limitation,
income taxes, estimated taxes, excise taxes, sales taxes, inventory taxes, use
taxes, gross receipt taxes, franchise taxes and property taxes) for all periods
prior to and through the date hereof for which any such returns have been
required to be filed by it or the failure to make such filings and resulting
liability would not be material relative to the results of operations of NACT.
NACT has paid all taxes shown to be due by said returns or on any assessments
received by it or has made adequate provision for the payment thereof.
3.6 Compliance with Laws. NACT has complied with all federal, state,
county and local laws, ordinances, regulations, inspections, orders, judgments,
injunctions, awards or decrees applicable to their businesses, including Federal
and State securities laws, which, if not complied with, would materially and
adversely affect the business of NACT or the trading market for the shares of
NACT Common Stock.
3.7 No Breach. The execution, delivery and performance of this
and the consummation of the transactions contemplated hereby will not:
(i) violate any provision of the Articles of Incorporation or
By-Laws of NACT ;
(ii) violate, conflict with or result in the breach of any of
the terms of, result in a material modification of, otherwise give any other
contracting party the right to terminate, or constitute (or with notice or lapse
of time or both constitute) a default under, any contract or other agreement to
which NACT is a party or by or to which it or any of its assets or properties
may be bound or subject;
(iii) violate any order, judgment, injunction, award or decree
of any court, arbitrator or governmental or regulatory body against, or binding
upon, NACT or upon the properties or business of NACT; or
(iv) violate any statute, law or regulation of any
jurisdiction applicable to the transactions contemplated herein which could have
a material adverse effect on the business or operations of NACT.
3.8 Actions and Proceedings. There is no outstanding order, judgment,
injunction, award or decree of any court, governmental or regulatory body or
arbitration tribunal against or involving NACT. There is no action, suit or
claim or legal, administrative or arbitral proceeding or (whether or not the
defense thereof or liabilities in respect thereof are covered by insurance)
pending or threatened against or involving NACT or any of its properties or
assets. Except as set forth on Schedule 3.8, there is no fact, event or
circumstances that may give rise to any suit, action, claim, investigation or
proceeding.
3.9 Brokers or Finders. No broker's or finder's fee will be payable by
NACT in connection with the transactions contemplated by this Agreement, nor
will any such fee be incurred as a result of any actions by NACT.
3.10 Liabilities. NACT does not have any direct or indirect
indebtedness, liability, claim, loss, damage, deficiency, obligation or
responsibility, known or unknown, fixed or unfixed, liquidated or unliquidated,
secured or unsecured, accrued or absolute, contingent or otherwise, including,
without limitation, any liability on account of taxes, any other governmental
charge or lawsuit (all of the foregoing collectively defined to as
"Liabilities"), which were not fully, fairly and adequately reflected on the
Balance Sheet. As of the Closing Date, NACT will not have any Liabilities, other
than Liabilities fully and adequately reflected on the NACT Balance Sheet or
NACT balance sheet dated June 30, 2001, except for Liabilities incurred in the
ordinary course of business.
3.11 Operations of NACT. Except as set forth on Schedule 3.11 or in
NACT reports or filings made under the Securities Exchange Act of 1934, since
the date of the NACT Balance Sheet and through the Closing Date hereof, NACT has
not and will not have:
(i) incurred any indebtedness for borrowed money;
(ii) declared or paid any dividend or declared or made any
distribution of any kind to any shareholder, or made any direct or indirect
redemption, retirement, purchase or other acquisition of any shares in its
capital stock;
(iii) made any loan or advance to any shareholder, officer,
director, employee, consultant, agent or other representative or made any other
loan or advance otherwise than in the ordinary course of business;
(iv) except in the ordinary course of business, incurred
or assumed any indebtedness or liability (whether or not currently due
payable);
(v) disposed of any assets of NACT except in the ordinary
course of business; or
(vi) materially increased the annual level of compensation
of any executive employee of NACT;
(vii) increased, terminated amended or otherwise modified
any plan for the benefit of employees of NACT ;
(viii) issued any equity securities or rights to acquire such
equity securities; or
(ix) except in the ordinary course of business, entered
into or modified any contract, agreement or transaction.
3.12 Authority to Execute and Perform Agreements. NACT has the full
legal right and power and all authority and approval required to enter into,
execute and deliver this Agreement and to perform fully their obligations
hereunder. This Agreement has been duly executed and delivered and is the valid
and binding obligation of NACT, enforceable in accordance with its terms, except
as may be limited by bankruptcy, moratorium, insolvency or other similar laws
generally affecting the enforcement of creditors' rights. The execution and
delivery of this Agreement and the consummation of the transactions contemplated
hereby and the performance by NACT of this Agreement, in accordance with its
respective terms and conditions will not:
(i) require the approval or consent of any
governmental or regulatory body, the Stockholders of NACT, or the approval
or consent of any other person;
(ii) conflict with or result in any breach or violation of any
of the terms and conditions of, or constitute (or with any notice or lapse of
time or both would constitute) a default under, any order, judgment or decree
applicable to NACT, or any instrument, contract or other agreement to which NACT
is a party or by or to which NACT is bound or subject; or
(iii) result in the creation of any lien or other encumbrance
on the assets or properties of NACT.
3.13 Delivery of Periodic Reports; Compliance with 1934 Act. NACT has
provided the Company and the Shareholders with all of its Periodic Reports filed
with the Securities and Exchange Commission since January 1, 1998. NACT has
filed all required Periodic Reports and is in compliance with its reporting
obligations under the Securities Exchange Act of 1934. All reports filed
pursuant to such Act are complete and correct in all material respects. All
material contracts relative to NACT are included in the Periodic Reports. All
material contracts and commitments for the provision or receipt of services or
involving any obligation on the part of NACT are included as exhibits to such
periodic reports or are listed on Schedule 3.13 hereto.
3.14 Capitalization. The authorized capital stock of NACT consists of
45,000,000 shares of common stock, $.02 par value, of which 22,315,000 shares
are presently issued and outstanding. Except as indicated in Schedule 3.14
hereto, NACT has not granted, issued or agreed to grant, issue or make available
any warrants, options, subscription rights or any other commitments of any
character relating to the issued or unissued shares of capital stock of NACT.
3.15 Full Disclosure. No representation or warranty by NACT in this
Agreement or in any document or schedule to be delivered by it pursuant hereto,
and no written statement, certificate or instrument furnished or to be furnished
to the Company or the Shareholders pursuant hereto or in connection with the
execution or performance of this Agreement contains or will contain any untrue
statement of a material fact or omits or will omit to state any fact necessary
to make any statement herein or therein not materially misleading or necessary
to a complete and correct presentation of all material aspects of the business
of NACT.
=
3.16 Representations and Warranties on Closing Date. The
representations and warranties contained in this Section 3 shall be true and
complete on the Closing Date with the same force and effect as through such
representations and warranties had been made on and as of the Closing Date.
SECTION 4. COVENANTS OF G-CHOICE AND SHAREHOLDERS
G-Choice and the Shareholders covenant to NACT as follows:
4.1 Conduct of Business. From the date hereof through the Closing Date,
the Shareholders and G-Choice shall cause G-Choice to conduct its business in
the ordinary course and, without the prior written consent of NACT, shall ensure
that G-Choice does not undertake any of the actions specified in Section 2.13
hereof.
4.2 Preservation of Business. From the date hereof through the Closing
Date, the Shareholders and G-Choice shall cause G-Choice to use its best efforts
to preserve its business organization intact, keep available the services of its
present employees, consultants and agents, maintain its present suppliers and
customers and preserve its goodwill.
4.3 Litigation. G-Choice shall promptly notify NACT of any lawsuits,
claims, proceedings or investigations which after the date hereof are threatened
or commenced against G-Choice or against any officer, director, employee,
consultant, agent, shareholder or other representative with respect to the
affairs of G-Choice.
4.4 Continued Effectiveness of Representations and Warranties. From the
date hereof through the Closing Date, the Shareholders and G-Choice shall cause
G-Choice to conduct its business in such a manner so that the representations
and warranties contained in Section 2 shall continue to be true and correct on
and as of the Closing Date and as if made on and as of the Closing Date, and
shall:
(i) promptly give notice to NACT of any event, condition or
circumstance occurring from the date hereof through the Closing Date which would
render any of the representations or warranties materially untrue, incomplete,
insufficient or constitute a violation or breach of this Agreement; and
(ii) supplement the information contained herein in order that
the information contained herein is kept current, complete and accurate in all
material respects.
SECTION 5. COVENANTS OF NEWAGECITIES
NACT covenants to G-Choice and the Shareholders as follows:
5.1 Conduct of Business. From the date hereof through the Closing Date,
NACT shall conduct its business in the ordinary course and, without the prior
written consent of G-Choice, shall ensure that NACT does not undertake any of
the actions specified in Section 3.10 hereof.
5.2 Preservation of Business. From the date hereof through the Closing
Date, NACT shall preserve its business organization intact and use its best
efforts to preserve NACT goodwill.
5.3 Litigation. NACT shall promptly notify G-Choice of any lawsuits,
claims, proceedings or investigations which after the date hereof are threatened
or commenced against NACT or against any officer, director, employee,
consultant, agent, or stockholder with respect to the affairs of NACT..
5.4 Continued Effectiveness of Representations and Warranties. From the
date hereof through the Closing Date, NACT shall conduct its business in such a
manner so that the representations and warranties contained in Section 3 shall
continue to be true and correct on and as of the Closing Date and as if made on
and as of the Closing Date, and shall:
(i) promptly give notice to G-Choice of any event, condition
or circumstance occurring from the date hereof through the Closing Date which
would render any of the representations or warranties materially untrue,
incomplete, insufficient or constitute a violation or breach of this Agreement;
and
(ii) supplement the information contained herein in order that
the information contained herein is kept current, complete and accurate in all
material respects.
5.5 No Other Negotiations. From the date hereof until the earlier of
the termination of this Agreement or consummation of this Agreement, NACT will
not permit and will not authorize any officer or director of NACT or any other
person on its behalf to, directly or indirectly, solicit, encourage, negotiate
or accept any offer from any party concerning the possible disposition of all or
any substantial portion of the capital stock by merger, sale or any other means
or any other transaction that would involve a change in control of NACT, or any
transaction in which NACT contemplates issuing equity or debt securities.
SECTION 6. COVENANTS
6.1 Corporate Examinations and Investigations. Prior to the Closing
Date, the parties acknowledge that they have been entitled, through their
employees and representatives, to make such investigation of the assets,
properties, business and operations, books, records and financial condition of
the other as they each may reasonably require. No investigation by a party
hereto shall, however, diminish or waive in any way any of the representations,
warranties, covenants or agreements of the other party under this Agreement.
6.2 Expenses. Each party hereto agrees to pay its own costs and
expenses incurred in negotiating this Agreement and consummating the
transactions described herein.
6.3 Further Assurances. The parties shall execute such documents and
other papers and take such further actions as may be reasonably required or
desirable to carry out the provisions hereof and the transactions contemplated
hereby. Each such party shall use its best efforts to fulfill or obtain the
fulfillment of the conditions to the Closing, including, without limitation, the
execution and delivery of any documents or other papers, the execution and
delivery of which are necessary or appropriate to the Closing.
6.4 Confidentiality. In the event the transactions contemplated by this
Agreement are not consummated, each of the parties hereto agree to keep
confidential any information disclosed to each other in connection therewith for
a period of one (1) year from the date hereof; provided, however, such
obligation shall not apply to information which:
(i) at the time of disclosure was public knowledge;
(ii) after the time of disclosure becomes public knowledge
(except due to the action of the receiving party); or
(iii) the receiving party had within its possession at the
time of disclosure.
SECTION 7. CONDITIONS PRECEDENT TO THE OBLIGATION OF NACT TO CLOSE
The obligation of NACT to enter into and complete the Closing is
subject, at the option of NACT, to the fulfillment on or prior to the Closing
Date of the following conditions, any one or more of which may be waived by NACT
in writing.
7.1 Representations and Covenants. The representations and warranties
of G-Choice and the Shareholders contained in this Agreement shall be true in
all material respects on and as of the Closing Date with the same force and
effect as though made on and as of the Closing Date. G-Choice and the
Shareholders shall have performed and complied in all material respects with all
covenants and agreements required by this Agreement to be performed or complied
with by G-Choice and the Shareholders on or prior to the Closing Date. G-Choice
and the Shareholders shall have delivered to NACT, if requested, a certificate,
dated the Closing Date, to the foregoing effect.
7.2 Governmental Permits and Approvals; Corporate Resolutions. Any and
all permits and approvals from any governmental or regulatory body required for
the lawful consummation of the Closing shall have been obtained. The Board of
Directors of G-Choice shall have approved the transactions contemplated by this
Agreement and G-Choice shall have delivered to NACT, if requested by NACT,
resolutions by its Board of Directors, certified by the Secretary of G-Choice,
authorizing the transactions contemplated by this Agreement.
7.3 Third Party Consents. All consents, permits and approvals from
parties to any contracts, loan agreements or other agreements with G-Choice
which may be required in connection with the performance by G-Choice of its
obligations under such contracts or other agreements after the Closing shall
have been obtained.
7.4 Satisfactory Business Review. NACT shall have satisfied itself,
after NACT and its representatives have completed the review of the business of
G-Choice contemplated by this Agreement, that none of the information revealed
thereby or in the Balance Sheet has resulted in, or in the reasonable opinion of
NACT may result in, a material adverse change in the assets, properties,
business, operations or condition (financial or otherwise) of G-Choice.
7.5 Litigation. No action, suit or proceeding shall have been
instituted before any court or governmental or regulatory body or instituted or
threatened by any governmental or regulatory body to restrain, modify or prevent
the carrying out of the transactions contemplated hereby or to seek damages or a
discovery order in connection with such transactions, or which has or may have,
in the reasonable opinion of NACT, a materially adverse effect on the assets,
properties, business, operations or condition (financial or otherwise) of
G-Choice.
7.6 Certificate of Good Standing. NACT shall have received a
certificate of good standing dated at or about the Closing Date to the effect
that G-Choice is in good standing under the laws of its jurisdictions of
incorporation.
7.7 Stock Certificates: At the Closing, the Shareholders shall have
delivered the certificates representing the G-Choice Shares, duly endorsed (or
with executed stock powers) so as to make NACT the sole owner thereof.
7.8 Other Documents. G-Choice and the Shareholders shall have delivered
such other documents, instruments and certificates, if any, as are required to
be delivered pursuant to the provisions of this Agreement or which may be
reasonably requested in furtherance of the provisions of this Agreement.
SECTION 8. CONDITIONS PRECEDENT TO THE OBLIGATION OF G-CHOICE AND
SHAREHOLDERS TO CLOSE
The obligation of G-Choice and the Shareholders to enter into and
complete the Closing is subject, at the option of G-Choice and the Shareholders,
to the fulfillment on or prior to the Closing Date of the following conditions,
any one or more of which may be waived in writing by G-Choice.
8.1 Representations and Covenants. The representations and warranties
of NACT contained in this Agreement shall be true in all material respects on
the Closing Date with the same force and effect as though made on and as of the
Closing Date. NACT shall have performed and complied with all covenants and
agreements required by the Agreement to be performed or complied with by NACT on
or prior to the Closing Date. NACT shall have delivered to G-Choice and the
Shareholders, if requested, a certificate, dated the Closing Date and signed by
an executive officer of NACT, to the foregoing effect.
8.2 Governmental Permits and Approvals; Corporate Resolutions. Any and
all permits and approvals from any governmental or regulatory body required for
the lawful consummation of the Closing shall have been obtained. The Board of
Directors of NACT shall have approved the transactions contemplated by this
Agreement, and NACT shall have delivered to G-Choice and the Shareholders, if
requested, resolutions by their Board of Directors certified by the Secretary of
NACT authorizing the transactions contemplated by this Agreement.
8.3 Third Party Consents. All consents, permits and approvals from
parties to any contracts, loan agreements or other agreements with NACT which
may be required in connection with the performance by NACT of their obligations
under such contracts or other agreements after the Closing shall have been
obtained.
8.4 Satisfactory Business Review. G-Choice and the Shareholders shall
have satisfied themselves, after review of the information provided hereby or in
connection herewith, or following any discussions with management or
representatives of NACT that none of the information revealed thereby has
resulted in or in the reasonable opinion of G-Choice may result in a material
adverse change in the assets, properties, business, operations or condition
(financial or otherwise) of NACT.
8.5 Litigation. No action, suit or proceeding shall have been
instituted before any court or governmental or regulatory body or instituted or
threatened by any governmental or regulatory body to restrain, modify or prevent
the carrying out of the transactions contemplated hereby or to seek damages or a
discovery order in connection with such transactions, or which has or may in the
reasonable opinion of G-Choice, have a materially adverse effect on the assets,
properties, business, operations or condition (financial or otherwise) of NACT.
8.6 Stock Certificates. At the Closing, the Shareholders shall
receive certificates representing the NACT Shares to be received pursuant
hereto and subject to the conditions previously described.
8.7 Other Documents. NACT shall have delivered such other instruments,
documents and certificates, if any, as are required to be delivered pursuant
to the provisions of this Agreement or which may be reasonably requested in
furtherance of the provisions of this Agreement.
SECTION 9. SURVIVAL OF REPRESENTATIONS AND WARRANTIES OF NEWAGECITIES
Notwithstanding any right of G-Choice and the Shareholders fully to
investigate the affairs of NACT, the former shall have the right to rely fully
upon the representations, warranties, covenants and agreements of NACT contained
in this Agreement or in any document delivered by NACT or any of its
representatives, in connection with the transactions contemplated by this
Agreement. All such representations, warranties, covenants and agreements shall
survive the execution and delivery hereof and the Closing Date hereunder for
twelve (12) months following the Closing.
SECTION 10. SURVIVAL OF REPRESENTATIONS AND WARRANTIES OF G-CHOICE AND THE
SHAREHOLDERS
Notwithstanding any right of NACT fully to investigate the affairs of
G-Choice, NACT has the right to rely fully upon the representations, warranties,
covenants and agreements of G-Choice and the Shareholders contained in this
Agreement or in any document delivered to NACT by the latter or any of their
representatives in connection with the transactions contemplated by this
Agreement. All such representations, warranties, covenants and agreements shall
survive the execution and delivery hereof and the Closing Date hereunder for
twelve (12) months following the Closing.
SECTION 11. INDEMNIFICATION
11.1 Obligation of NACT to Indemnify. Subject to the limitations on the
survival of representations and warranties contained in Section 9, NACT hereby
agrees to indemnify, defend and hold harmless G-Choice and the Shareholders from
and against any losses, liabilities, damages, deficiencies, costs or expenses
(including interest, penalties and reasonable attorneys' fees and disbursements)
(a "Loss") based upon, arising out of or otherwise due to any inaccuracy in or
any breach of any representation, warranty, covenant or agreement of NACT
contained in this Agreement or in any document or other writing delivered
pursuant to this Agreement.
11.2 Obligation of G-Choice and the Shareholders to Indemnify. Subject
to the limitations on the survival of representations and warranties contained
in ▇▇▇▇▇▇▇ ▇▇, ▇-▇▇▇▇▇▇ and the Shareholders agree to indemnify, defend and hold
harmless NACT from and against any Loss, based upon, arising out of or otherwise
due to any inaccuracy in or any breach of any representation, warranty, covenant
or agreement made by any of them and contained in this Agreement or in any
document or other writing delivered pursuant to this Agreement.
SECTION 12. THE CLOSING
The Closing shall take place not later than August 22, 2001. At the
Closing, the parties shall provide each other with such documents as may be
necessary or appropriate in order to consummate the transactions contemplated
hereby including evidence of due authorization of the Agreement and the
transactions contemplated hereby.
SECTION 13. MISCELLANEOUS
13.1 Waivers. The waiver of a breach of this Agreement or the failure
of any party hereto to exercise any right under this Agreement shall in no event
constitute waiver as to any future breach whether similar or dissimilar in
nature or as to the exercise of any further right under this Agreement.
13.2 Amendment. This Agreement may be amended or modified only by an
instrument of equal formality signed by the parties or the duly authorized
representatives of the respective parties.
13.3 Assignment. This Agreement is not assignable except by
operation of law.
13.4 Notices. Until otherwise specified in writing, the mailing addresses
of both parties of this Agreement shall be those listed in the opening paragraph
of this agreement.
Any notice or statement given under this Agreement shall be deemed to have been
given if sent by registered mail addressed to the other party at the address
indicated above or at such other address which shall have been furnished in
writing to the addressor.
13.5 Governing Law. This Agreement shall be construed, and the legal
relations be the parties determined, in accordance with the laws of the Country
of United States, State of Florida, thereby precluding any choice of law rules
which may direct the applicable of the laws of any other jurisdiction.
13.6 Publicity. No publicity release or announcement concerning this
Agreement or the transactions contemplated hereby shall be issued by either
party hereto at any time from the signing hereof without advance approval in
writing of the form and substance thereof by the other party except as required
to stay in compliance with the NACT reporting obligations under the Securities
Exchange Act of 1934.
13.7 Entire Agreement. This Agreement (including the Exhibits and
Schedules hereto) and the collateral agreements executed in connection with the
consummation of the transactions contemplated herein contain the entire
agreement among the parties with respect to the purchase and issuance of the
G-Choice Shares and the NACT Shares and related transactions, and supersede all
prior agreements, written or oral, with respect thereto.
13.8 Headings. The headings in this Agreement are for reference
purposes only and shall not in any way affect the meaning or interpretation of
this Agreement.
13.9 Severability of Provisions. The invalidity or unenforceability of
any term, phrase, clause, paragraph, restriction, covenant, agreement or other
provision of this Agreement shall in no way affect the validity or enforcement
of any other provision or any part thereof.
13.10 Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed, shall constitute an original copy
hereof, but all of which together shall consider but one and the same document.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.
For Shanghai G-Choice Science and Technology Development Company, Limited:
▇▇▇▇ ▇▇▇▇▇▇▇▇
CEO and Shareholder
Yang Fang
President and Shareholder
For ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc.:
▇▇▇▇▇ ▇. ▇▇▇▇, Ph.D.
President and CEO