Exhibit 2.2
RELEASE AND SETTLEMENT AGREEMENT
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This Mutual Release and Settlement Agreement (the "Agreement") is entered
into as of August 20, 2005 and is by and between Tianjin TEDA International
Hotel Development Company, a company registered in the PRC, Woodfine Consultants
Limited, a company incorporated in the British Virgin Islands and Linkrich
Enterprise Investment Limited, a company incorporated in Hong Kong
(collectively, the "Shareholders) and Teda Travel Group, Inc., a Delaware
corporation ("Teda").
R E C I T A L S
WHEREAS, Teda and the Shareholders have entered into a Sale and Purchase
Agreement dated Augsut 18, 2004 (the "Agreement") pursuant to which Teda
was to acquire 55% of the outstanding registered capital of Teda Resort
Alliance Development Co., Ltd ("TRAC"), a Sino-foreign joint venture
company registered in the People's Republic of China ("TRAC") from
Shareholders for a consideration of US$386,200, including US$280,872
payable in cash and US$105,328 payable in the restricted common stock of
Teda; and subsequently a supplemental agreement dated 25th April, 2005 was
signed that all parties have agreed to reduce the consideration for the
sale and purchase of all of the Sale Interests shall be revalued from the
sum of US$386,200 to US$199,516.
WHEREAS, all conditions set forth in the Agreement to the performance of
the parties were not timely met; and
WHEREAS, the parties hereto desire to arrange for the mutually satisfactory
termination of any obligations of the parties arising out of or relating to
the Agreement.
In consideration of the foregoing recitals, the parties agree as follows:
1. Incorporation of Recital Paragraph. The recitals are incorporated herein
by this reference.
2. Consideration and Mutual Release. In consideration of and subject to the
terms set forth in Section 3, each party on behalf of itself, its partners,
successors, assigns, agents, representatives, employees, affiliates, and all
persons acting by, through, under or in consort with it, if any, hereby releases
and discharges the other party and its owners, stockholders, partners,
predecessors, successors, assigns, agents, directors, officers, representatives,
employees, affiliates, attorneys, subsidiaries and all persons acting by,
through, under or in consort with it, if any, from any and all rights, causes of
action, demands, damages, costs, loss of services, expenses and compensation
whatsoever, claims, duties, obligations and actions which each party and its
above-mentioned agents, successors, representatives and assigns now have, or as
may hereinafter arise against the other party and its above-mentioned employees,
agents, successors and assigns, arising out of or connected in any manner with
the Agreement or the matters referred to in the recitals hereto, and agree that
the Agreement is null and void ab initio.
3. Terms. In settlement, the parties hereto agree that no consideration has
passed between the parties or that all consideration tendered has been returned,
and that neither party shall be required to perform under the Agreement, and
agree that the Agreement shall be treated as if it were never executed by the
parties.
4. Miscellaneous.
4.1 This Agreement is freely and voluntarily executed by each party
after having been apprised of all relevant information and all data. Each
party, in executing this Agreement, has not relied on any inducements,
promises, or representations made by any other party hereto, or their
employees or agents, and the execution of this Agreement does not represent
an admission of liability on the part of any party hereto.
4.2 In the event that legal proceedings are commenced to enforce or
interpret any of the terms or conditions of this Agreement, or for breach
of any such terms and conditions, the losing party in such proceeding shall
pay to the prevailing party such reasonable sums for attorneys' fees and
costs incurred as may be fixed by the court or jury in addition to any
other relief to which it may be entitled.
4.3 This Agreement is to be governed by, and construed in accordance
with, the laws of the State of Delaware.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
TEDA TRAVEL GROUP, INC. WOODFINE CONSULTANTS LIMITED
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇
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President & CEO Authorized Signature
TIANJIN TEDA INTERNATIONAL HOTEL LINKRICH ENTERPRISE INVESTMENT
DEVELOPMENT COMPANY LIMITED
By: /s/ Zhi ▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇
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Zhi ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇
Authorized Signature Authorized Signature