PLAN OF EXCHANGE
BY WHICH
ABC REALTY CO.
(A NORTH CAROLINA CORPORATION)
SHALL ACQUIRE
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇ DA JIAO YU KE JI YOU ▇▇▇▇ ▇▇▇▇ SI
(A CORPORATION ORGANIZED UNDER THE LAWS OF THE PEOPLES' REPUBLIC OF CHINA)
1
I. RECITALS 1
1. The Parties to this Agreement: 1
(1.1) ABC Realty Co. 1
(1.2) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇ Da Jiao Yu Ke Ji You ▇▇▇▇ ▇▇▇▇ Si 1
(1.3) ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 1
2. Capital of the Parties: 1
(2.1) The Capital of ▇▇▇▇ 1
(2.2) The Capital of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇ Da
Jiao Yu Ke Ji You ▇▇▇▇ ▇▇▇▇ Si 1
3. Transaction Descriptive Summary. 1
4. SEC compliance. 2
5. North Carolina 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 10
6. Execution in Counterparts
Signatures
The Remainder of this Page is Intentionally left Blank format
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PLAN OF EXCHANGE
BY WHICH
ABC REALTY CO.
(A NORTH CAROLINA CORPORATION)
SHALL ACQUIRE
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇ DA JIAO YU KE JI
YOU ▇▇▇▇ ▇▇▇▇ SI
(A CORPORATION ORGANIZED UNDER THE LAWS OF THE P.R. CHINA)
ADJUSTMENTS: lead THIS PLAN OF EXCHANGE is made and dated this 15th day of
September, 2004, 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. RECITALS
1. THE PARTIES TO THIS AGREEMENT:
(1.1) ABC Realty Co. ("▇▇▇▇"), a North Carolina corporation.
(1.2) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇ Da Jiao Yu Ke Ji You ▇▇▇▇ ▇▇▇▇ Si, a corporation
organized and existing under the laws of the P.R. China ("ZHLD").
(1.3) ▇▇▇▇▇ ▇▇▇▇▇▇▇, Chairman of the Board and indirect controlling
shareholder of ▇▇▇▇.
2. THE CAPITAL OF THE PARTIES:
(2.1) The Capital of ▇▇▇▇ consists of 50,000,000 shares of common voting
stock of $0.001 par value authorized, of which 13,915,000 shares are
issued and outstanding, and 5,000,000 shares of preferred stock of
$.001 par value authorized, of which no shares are issued and
outstanding.
(2.2) The Capital of ZHLD consists of RMB 500,000 in registered capital,
which for the purposes of this Agreement, are referred to as "common
stock" or "capital stock".
3. TRANSACTION DESCRIPTIVE SUMMARY: ▇▇▇▇ desires to acquire ZHLD and the
shareholders of ZHLD (the "ZHLD Shareholders") wish ZHLD to be acquired by a
public company such as ▇▇▇▇. ▇▇▇▇ would acquire 100% of the capital stock of
ZHLD for 55,000,000 new shares of ▇▇▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ would cause C&C
Properties, Inc., owner of 12,000,000 common shares of ▇▇▇▇ to tender 11,000,000
shares of common stock of ▇▇▇▇ for cancellation by ▇▇▇▇ in exchange for a
payment by ZHLD and/or the ZHLD Shareholders to C&C Properties, Inc. of an
aggregate of $400,000 ($300,000 in cash and $100,000 in a promissory note), less
related expenses, in the aggregate. Prior to the closing, ▇▇▇▇ will change its
name to such name as ZHLD shall designate, and ▇▇▇▇ will increase its authorized
shares of common stock to 150,000,000 shares. 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. ▇▇▇▇ shall cause the mailing to its stockholders of a
notice of a Special Shareholders' Meeting, together with certain background
information, relating to the shareholders' authorization of the name change and
increase in authorized capital stock. ▇▇▇▇ is not registered under Section 12(g)
of the Securities Exchange Act of 1934, as amended, and, accordingly, an
Information Statement on Schedule 14F-1 and Schedule 14C will not be filed with
the Commission and mailed to ▇▇▇▇ shareholders in connection with the
consummation of this exchange transaction.
5. NORTH CAROLINA COMPLIANCE. Articles of Exchange are required to be filed
by North Carolina law as the last act to make the acquisition final and
effective under North Carolina law.
6. AUDITED FINANCIAL STATEMENTS. Certain filings pursuant to Sections 13 or
15(d) of the Securities Exchange Act of 1934, such as a Current Report on Form
8-K, require audited and pro forma financial statements of ZHLD to be filed with
the Commission within 5 calendar days of the filing of the initial Current
Report on Form 8-K with the Commission. In connection with ▇▇▇▇'▇ (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 and pro forma
financial statements of ZHLD will be prepared and filed with the Commission.
The Remainder of this Page is Intentionally left Blank
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II. PLAN OF EXCHANGE
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 15, 2004, 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 ZHLD's obligation to
consummate the closing that a certificate of good standing on ▇▇▇▇
shall have been delivered to it from the Secretary of State of North
Carolina.
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(1.7) CERTIFICATE OF ▇▇▇▇▇▇▇ AND ▇▇▇▇. It shall be a condition precedent
to ZHLD's obligation to consummate the closing that a certificate of
▇▇▇▇▇▇▇, signing in his individual capacity, and of ▇▇▇▇, signing in
its corporate capacity, in substantially the following form, be
delivered to it at or prior to closing:
(I) ▇▇▇▇ is a corporation duly organized, validly existing and
in good standing under the laws of the State of North
Carolina 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 ▇▇▇▇ are accurately and
completely set forth in the Plan of Exchange.
(III)The issued and outstanding shares of ▇▇▇▇ (including the
55,000,000 new shares of ▇▇▇▇ common stock to be issued at
closing) have been duly authorized and validly issued and
are fully paid and non-assessable.
(IV) ▇▇▇▇ has the full right, power and authority to sell,
transfer and deliver 55,000,000 new shares of its common
stock to the ZHLD Shareholders, and, upon delivery of the
certificates representing such shares as contemplated in the
Plan of Exchange, will transfer to the ZHLD 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 ▇▇▇▇.
(VI) ▇▇▇▇ 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, ▇▇▇▇
shall have accepted the cancellation of 11,000,000 shares, such
that ▇▇▇▇ shall have no more than 2,915,000 shares issued and
outstanding, before the issuance of new shares as provided herein.
Payment for the cancelled shares shall be made by ZHLD and/or
the ZHLD Shareholders in the amount of $400,000 in the aggregate
(composed of $300,000 in cash and $100,000 in a promissory note).
(2.2) ACQUISITION SHARE ISSUANCE. Immediately upon the Closing, ▇▇▇▇
shall issue the acquisition shares and cancel certain other shares,
as follows:
5
▇▇▇▇ Issued 13,915,000
---------------------------- ----------
Share Cancellation 11,000,000
---------------------------- ----------
Subtotal 2,915,000
---------------------------- ----------
Acquisition Share Issuance 55,000,000
---------------------------- ----------
Resulting Total 57,915,000
---------------------------- ----------
3. PLAN OF EXCHANGE
(3.1) EXCHANGE AND REORGANIZATION: ▇▇▇▇ and ZHLD shall be hereby
reorganized, such that ▇▇▇▇ shall acquire 100% the capital stock of
ZHLD, and ZHLD shall become a wholly-owned subsidiary of ▇▇▇▇.
(3.2) CONVERSION OF OUTSTANDING STOCK: Forthwith upon the effective date
of the Plan, ▇▇▇▇ shall issue 55,000,000 new investment shares of
its common stock to or for the ZHLD 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 such sections of the Securities Exchange
Act of 1934 as are applicable, and the filing of Articles of
Exchange under state law. Closing shall occur when all Requirements
have been met. ▇▇▇▇ anticipates the filing of a Current Report
on Form 8-K within four business days of the signing of this Plan of
Exchange, and the filing of an additional Form 8-K within four
business days of the closing under this Plan of Exchange.
With 5 calendar days of the second Form 8-K filing, a Form 8-K/A
filing will be made to disclose audited and pro forma financial
information about ZHLD.
(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 jurisdiction 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 ▇▇▇▇ is
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. The address of ZHLD is 58
▇▇▇▇ ▇▇▇▇ Road, Kun Lun Shopping Mall, Nan ▇▇▇▇ ▇▇, ▇▇▇▇▇▇,
Peoples' Republic of China. The address of the ZHLD Shareholders
is in care of ZHLD at 58 ▇▇▇▇ ▇▇▇▇ Road, Kun Lun Shopping
Mall, Nan ▇▇▇▇ ▇▇, ▇▇▇▇▇▇, Peoples' Republic of China.
6
(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 (where applicable as a matter
of law), 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:
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(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, (ii) change the number of
authorized or outstanding shares of its capital stock, 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 ▇▇▇▇'▇ 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;
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(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 ) ▇▇▇▇ 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 Act of 1933, as amended
(collectively, including all exhibits thereto, the "▇▇▇▇ SEC
Reports"). None of the ▇▇▇▇ 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 ▇▇▇▇ SEC
Reports, as of their respective dates (and as of the date of
any amendment to the respective ▇▇▇▇ 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.
9
(ii) Except as disclosed in the ▇▇▇▇ SEC Reports filed prior to
the date hereof, ▇▇▇▇ 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 ▇▇▇▇ 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 ▇▇▇▇.
(iii)Except as disclosed in the ▇▇▇▇ SEC Reports filed prior to
the date hereof, ▇▇▇▇ 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 ▇▇▇▇ 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 ▇▇▇▇'▇ 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 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.
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(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 North Carolina.
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 or 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. The parties hereto contemplate that the closing of this Plan of
Exchange shall occur as soon as practicable after the date of its signing.
Certificates for the 55,000,000 shares of ▇▇▇▇ common stock will be delivered
to ZHLD for distribution to the ZHLD Shareholders pursuant to an exemption from
registration provided by Regulation S under the Securities Act of 1933, as
amended. All funds to be paid for the cancellation of the C&C Properties,
Inc.'s cancellation of 11,000,000 shares will be delivered in cash to ▇▇▇▇▇▇▇,
as the President and sole stockholder of C&C Properties, Inc
11
6. EXECUTION IN COUNTERPARTS. This Agreement may be executed in any number of
counterparts, and when all of the counterparts are assembled it shall be
considered as one document and shall be a legally binding and enforceable
contract.
The Remainder of this Page is Intentionally left Blank
12
The parties hereto, intending to be bound, hereby sign this Plan of
Exchange below as of the date first written above.
ABC REALTY CO. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇ DA JIAO YU
KE JI YOU ▇▇▇▇ ▇▇▇▇ SI
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ Yu, Xi Qun
------------------- -----------------
▇▇▇▇▇ ▇▇▇▇▇▇▇, Chairman Yu, Xi Qun, President
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
(Individually)