Attached files
| file | filename |
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| 8-K - ANV SECURITY GROUP INC. | v173387_8k.htm |
| EX-10.2 - ANV SECURITY GROUP INC. | v173387_ex10-2.htm |
EXHIBIT
10.1
FLYBIT
ACQUISITION AGREEMENT
Between
Mr. ZHAOHUI ZENG
(“Seller”)
Residential
Address: #802 Runheng Plaza Futian Shenzhen, China
And
ANV SECURITY GROUP (ASIAN)
CO., LTD (“Buyer”)
Registered
Address: 11/F, AXA Center, 151 Gloucester Road, Wanchai, HongKong
Legal
representative: WEIXING WANG
Tel:
001-604-277-6626, Fax: 001-604-277-6627
Target
Company: FLYBT INTERNATIONAL LTD.(short as “Target”)
Registered
at: HongKong
Office
Location: Shenzhen, China
Tel:
0755-8294-0086
Fax:
0755-8299-5066
RECITALS
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1.
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FLYBT
INTERNATIONAL LTD(“Target”) was founded in Aug. ,2008 by Zhaohui
Zeng(Seller), Canadian Citizen, and registered in Hong Kong, which focused
on developing and selling mobile video security system, M2M solutions.
Target is located in #3601 Building A Lian He Guangchang, 5022 Binghedadao
Futian Shenzhen, China. There are 15 employees, among them 7 software
engineers and 5 for hardware, 3 for administration and
finance. As of Dec 31, 2009 the total investment amount was 3
million RMB.
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Business
scope: (1) ODM: the Target is designated as the designer
and manufacturer by Panasonic Mobile Video department which earns 70% of the
mobile camera global market. (2) Self-Intellectual Property Products:
starting to sell in June, 2009, and reach the sells amount of 600
sets.
Patent
Technologies: two patents have been applied in China: (1)
Mobile DVR controlling system. (2) Mobile Power outage protection
system
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2.
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The
business operation of the Target is going normally without any debts
(including bank loan, lien, private loan, and account payable), no arrears
of wages and welfare, and no other debts, without any Legal
disputes.
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3.
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Seller
holds 100% share of the Target, and has the 100% rights to deal with the
shares of the Target.
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4.
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Buyer
is an America Company listed in OTCBB, total stock share: 33,190,071, the
current stock trade price is $0.75.
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5.
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Buyer
has completed the due-diligence investigation of the Target, and
basically satisfied with the investigation
results.
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6.
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Seller
agrees to sell 100% shares of the Target to Buyer, and Buyer agrees to
receive 100% shares of the Target.
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NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, and intending to be legally bound hereby, the
parties agree as follows:
ARTICLE
1. Purchase Object
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1.1
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This
is the agreement to Purchase and Sell 100% of the Target share stake. All
the other verbal or written agreements should follow on the terms and
subject to the conditions contained in this
Agreement.
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1.2
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Seller
agrees to sell to Buyer 100% shares of the Target, all of Seller’s right,
title and interest. Buyer agrees to receive 100% shares of the Target and
all right and title and interest complying with the terms and conditions
contained in this Agreement.
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1.3
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The
purchase price and payment terms are defined in Article 4; this is the
only document to follow for Seller and
Buyer.
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ARTICLE
2. Manner of Purchase
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2.1
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To
reduce the transaction cost and risks, the purchase will be completed by
one-time deliver. After the agreement is signed by both parties, the
transaction of 100% shares of the Target will be done between the Seller
and Buyer by the deadline of Feb 1st,
2010. If special circumstances happen, supplemental Agreement will be
signed.
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2.2
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To
continue performing the contract between Panasonic and Target and
stabilizing R&D team, agreed by both parties, only the name of the
share holder of the Target will be changed to be Buyer, the name and
office location of the Target will be kept the same as
original.
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2.3
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After
the transaction, the headquarters of the Buyer will be in charge of
management of the Target. The business goals and tasks will be assigned to
Target by the Buyer.
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ARTICLE
3. Purchase Price
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3.1
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Agreed
by Seller and Buyer, the purchase price of the 100% shares of the Target
will be RMB15 million.
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3.2
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The
purchase price, RMB15 million is subject to the following terms and
conditions: item 3.2.1 to item
3.2.5:
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3.2.1
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ODM: Among
the 6 models of the Mobile DVR for Panasonic, 2 of them should be able to
put into batch production and export to Japan. (priced as RMB5
million)
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3.2.2
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Self-Intellectual
Property Products: 2 series Mobile DVR(FB6001, FB6002) will be able to
sell in domestic and overseas market and with customer recognition.(priced
as RMB 5 million)
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3.2.3
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Patents:
2 patents of DVR technologies should be approved by Chinese Patent Office
and 2 years protection. (Priced as RMB 5
million)
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3.2.4
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Finance:
Target has no any debts (including bank loan, lien, private loan, and
account payable), no arrears of wages and welfare, and no other
debts.
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3.2.5
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Legal:
Target has no any Legal disputes(including already on file, has not yet
indicted or potential)
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3.3
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By
the date of Dec 31st,
2010, if Target fails to meet the 5 terms above, Buyers has the right to
require Seller to:
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3.3.1
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Refund
the purchase price: refund corresponding value in cash or shares for the
item3.2.1 to item 3.2.3 whichever has not been
met.
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3.3.2
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Settlement
of debts: pay back the operation debt happened during the
year.
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3.3.3
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Legal
liability: take all the legal liabilities arose during the
year.
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3.4
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if
the target company at December 31, 2010 fails to comply with above five
provisions of the agreement after Seller’s examination, Seller can still
be relieved of responsibility only under the following
circumstances:
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3.4.1
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Force
Majeure: In case of any party to this Agreement encounters subject matter
beyond the control, thereby directly or indirectly cause any delay or
inability to perform part of this agreement or all of the terms, then they
can be relieved from its responsibility in the following scope. Such
subject matter, including but not limited to: natural disasters, wars,
embargoes, sanctions, financial panic, prohibit the import or export,
major customer changes, or other similar or not similar to the above
reasons rather than the party or both parties have control. As a result of
the subject of a written notice of force majeure, the affected party shall
be served on the other at a reasonable
pace.
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3.4.2
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Buyer
fails to timely and effective enough to provide necessary conditions
mentioned by the provisions of this agreement to Seller, including but not
limited to: the necessary human resource, capital etc, leading to
production delay, lower customer satisfaction,
etc.;
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ARTICLE
4. Manner of Payment
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4.1
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Both
parties agreed to: Buyer according to the most preferential price of $0.50
U.S. dollars per share to issue 3 million additional shares of common
stock, amounting to 1.5 million U.S. dollars (equivalent to 10 million
RMB), and 5 million RMB in cash paid to the Seller as value of the target
company's 100 % stake in the
transfer.
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4.2
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After
both parties sign the agreement of this equity transfer, Seller shall
complete the target company's intellectual assets and financial accounts
of summary order before January 31, 2010. Buyer will assign technical
professional and finance staff review the provision of technical assets
report and financial report to make sure they are accurate. Both parties
tentatively scheduled to change Target share holder on February 1, 2010 at
Hong Kong Companies Registry Office, within one month Buyer will arrange
America accountants to audit and inspect inventory of assets; Any party
stops in the halfway will be deemed as the serious violation
of the agreement, unless for the reason of under this agreement
or confirmed by both parties for other
reasons.
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4.3
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After
the America Accountants complete the target company's financial audit, if
no major defects of technological assets, financial vulnerabilities and
liabilities are found, RMB 5 million in cash will be paid to Seller by
Buyer within 30 days, and U.S. stock depositories will be
notified to transfer the 3 million new shares issued to the Seller or
other shareholders designated by Seller, shareholders need to provide
proof of their legal status and the proof of being the shareholder of the
Seller.
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4.4
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Buyer
agrees to pay Seller 30,000 U.S. dollars as deposit before to process the
procedures of handling the shareholders. If this transaction can not be
completed within 90 days due to Buyer, Buyer will be treated as breach of
contract, and therefore unconditionally to abandon the acquisition
behaviour, and has no right to claim back the
deposit.
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ARTICLE
5. Audit and Check
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5.1
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After
the both parties sign the Agreement, when Seller completes internal audit
of the technology asset, finance and legal affairs, Buyer will assign
America technical professionals, Accountants, Lawyers and stock dealer etc
to carry out audit of technologies asset, finance, and legal
investigations and on site inspection. Buyer should cooperate with the
audit procedures and provide audit team with a variety of licenses, and
all original documents and technical documentation of finances, assets,
contracts to meet the audit work.
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5.2
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After
the Agreement is signed, and America audit team complete the audit of
technologies, finance and legal investigation, if the target company is
found to meet requirements of item3.2.1, 3.2.2, 3.2.3, 3.2.4,
3.2.5, Audit costs will be borne by Buyer. Or if the America audit team
find that the target company has serious technical or financial frauds,
all audit fees and audit team's travel costs will be borne by Seller, and
Buyer has the right to unconditionally renounce the acquisition, and must
not bear any legal responsibility.
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ARTICLE
6. Transfer of legal formalities
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6.1
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Both
parties confirmed the effective date of the shareholders changes of the
target company in Hong Kong will be the handover
day.
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6.2
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Since
the day of the handover day, Seller should handover all the documents and
information to Buyer and work together
properly
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Handover:
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6.2.1
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A
true and complete list of assets and financial statements of the target
company
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6.2.2
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Completed
list of the technical document and information including products design,
products specifications, manufacturing process and technique, and it is
guaranteed that these documents and information are true, accurate and
completed.
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6.2.3
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Sales
channels, customer information and the sales contracts which have not yet
completely fulfilled and the rights under the
contracts;
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6.2.4
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Raw
material supply channel and details of raw material
suppliers;
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6.2.5
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inventory
of raw materials and finished
goods;
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6.2.6
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Trademark,
proprietary technology and patents
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6.3
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Since
the date of handover date, Buyer Board of Directors will appoint and
assign a new target company's board members, management team and related
personnel stationed in the target company participate in operation,
management, in principle, to keep the existing management team
unchanged.
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6.4
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The
cost incurred during the share transfer and registration formalities apply
to Hong Kong law will be borne by Seller in accordance with relevant legal
provisions.
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6.5
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Either
party fails to fulfill its obligations according to the agreement shall be
deemed to breach of contract, therefore bear the responsibility for breach
of contract according to the provisions of Article 8 of this
Agreement.
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ARTICLE
7. Representations and Warranties
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7.1
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Legally
qualified
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7.1.1
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Seller
ensure that the target company is established in accordance with the laws
of Hong Kong and effectively to survival, with their normal legitimate
business license and all the required government approval, certificates
and permits in order to be able to operate within the business scope of
license.
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7.1.2
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Seller
guarantees that Seller is legally holder or has full legal authority to
dispose of the equity stake defined under this Agreement Article 1. Seller
guarantees this share under transferring has not been set any form of
mortgage and other rights restrictions, any recourse from any third party;
otherwise, Seller will bear all the economic and legal responsibilities
caused.
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7.1.3
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Both
parties have necessary rights and power to entered into and fulfill the
agreement and to ensure that this agreement will be legally binding on
both sides; and both parties has obtained all necessary authorization to
sign and implement the agreement. Representatives from both parties are
fully authorized to sign the agreement and therefore it is legally
binding.
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7.2
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Financial
Issues.
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7.2.1
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Seller
has done the target company’s financial data and accounting statements of
a comprehensive, truthful, and accurate disclosure to Buyer and ensure
that the target company's assets and liabilities covered by this agreement
is true, complete, without omissions, and there is no
misleading statements.
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7.2.2
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Seller
has never been on the status of making any false or misleading statements
to Buyer regarding to the company's assets, business status or business
prospects.
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7.3
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Company
Assets
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7.3.1
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Seller
ensures that the target company is not involved in any unclosed or likely
occurring litigation, arbitration, administrative penalties or other legal
proceedings which will against the target company as one party or lead to
restriction of the target company and its property, and may impact the
target company to fulfill its obligations under this
Agreement.
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7.3.2
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Seller
ensures that addition to the target company, there is no any third party
who has the rights for all of the assets of the target company, there is
no any potential controversy or dispute for the target company property
rights, nor is there any administrative, judiciary to compulsory
acquisition of these assets, seizure, land acquisition, development and
other proposals, notices, orders, decisions,
etc.
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7.3.3
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Seller
guarantees to assume full responsibility for target company's liabilities,
overdue wages and benefits, for any tax evasion happened prior to complete
the share transfer procedures, and bring personal assets as
security.
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7.4
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Contract
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7.4.1
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Seller
stated that it had been informed and disclosed all fulfilling and will to
perform contracts to Buyer before the signing of this
Agreement.
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7.4.2
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In
addition to the contracts mentioned above, the target company has no any
other obligations of or abnormal, non-normal trading contracts,
agreements, etc.
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7.5
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Seller
commitment, Seller himself and the target company's core technical
personnel (see attached list), upon completion of transfer of shares and
assets will remain in Buyer as employees within 3 years. It will not be
allowed without the approval of Buyer to leave or directly or indirectly
engaged or even in part-time in completion fields of
Buyer.
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7.6
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After
the handover of Target Company, Seller promised to actively cooperate with
Buyer to ensure the smooth transition of the target company and in
accordance with Buyer’s need to maintain the stability of technical and
operational backbone.
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7.7
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Seller
ensure that between the time of the signing of this Agreement and the date
of the target company's shareholders transferring the target company will
not conduct any investment, debt, external warranty, asset
transaction.
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7.8
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Seller
ensures that in the days before the transferring the target company will
comply with relevant laws and regulations requirements both in China and
Hong Kong to operate.
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7.9
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Buyer
promised that after the completion of share transfer, Seller may appoint
one director to the Group Board of Directors who can be involved in
decision-making on major issues, and hire Seller on chief operating
officer position in Buyer’s group (COO), with the salary in accordance
with Buyer’s North America employees’
standard.
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7.10
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Buyer
promised to continue use of the target company's name and office address
in China and ensure the target company's existing core staff wages in
accordance with standard of Buyer’s group in China after handover
procedures completion of the target
company.
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ARTICLE
8. Liability for Breach of Agreement
After
this agreement is signed officially:
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8.1
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Either
party in this Agreement fails to realize their commitments and pledges or
made false commitments, or either party that violated the obligations
under this Agreement has not taken any effective remedy when receiving
written notice from other party within ten (10) days, the defaulting party
shall bear the responsibility of compensation on its breach under this
Agreement item 8.2.
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8.2
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Breach
of this Agreement, the party in breach should pay liquidated damages to
the observant, liquidated damages by agreement will be 5% of the
transactions base bid price.
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8.3
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If
Buyer breaches of the Agreement after completion of changing of the target
company's shareholders, resulting that this transaction can not be
implemented, Buyer has the responsibility to return the target company's
100% stake to the Seller within ten (10) days of the written notice. The
costs incurred during the transfer of the share transfer and registration
formalities required apply to Hong Kong law will be borne by Buyer in
accordance with relevant legal
provisions.
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ARTICLE
9. Dispute and Application of Law
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9.1
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This
Agreement and performance comply with laws of Hong Kong SAR, China and
based on interpretation of laws of Hong
Kong.
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9.2
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Between
the two parties arising from this Agreement or in connection with this
Agreement, the dispute should first try to resolve through friendly
consultation. If the dispute still can not be resolved after 60 days from
the date of the occurrence of dispute by consultation, either party has
the right to bring the dispute to the courts of Hong Kong for further
action.
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ARTICLE
10. Others
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10.1
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In
this equity transfer and delivery of assets prior to public disclosure in
accordance with relevant provisions, persons from both parties
participating in the equity transfer and delivery of assets bear the
obligation of confidentiality of anything covered by this
Agreement, The persons concerned by any party bear all the responsibility
for effects caused by the leak of this
Agreement.
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10.2
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If
any one or more provisions of this Agreement in the applicable law be
regarded as invalid, illegal or unenforceable, the remaining provisions of
this agreement are still of validity, legality and enforceability, there
will not be any effect or its effects will not be
weakened.
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10.3
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The
original of this Agreement is in triplicate, one copy held by Seller,
Buyer holds 2 copies. Each original has the same legal effect. Matters
uncovered in this Agreement will be resolved through consultation between
both parties.
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Signatures:
Seller: /s/
Zhaohui Zeng
Buyer: ANV
Security Group (Asia) Co. Ltd.(sealed)
Representative: /s/
Wilson Wang