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SECURITIES
EXCHANGE AGREEMENT
This SECURITIES EXCHANGE AGREEMENT (the
“Agreement”) is entered into as of February 14, 2011 by and among SOONER
HOLDINGS, INC., an Oklahoma corporation (“Sooner Holdings”); certain
shareholders of Sooner Holdings who have executed this Agreement on the
signature page hereto (the “Sooner Holdings Shareholders”); CHINESE WEITUO
TECHNICAL LIMITED, an international business company organized under the laws of
the British Virgin Islands (the “Company”); and the shareholders of the Company
who have executed this Agreement on the signature page hereto (the “Company
Shareholders”); and with respect to the following facts:
A. Company
is a holding company which owns through various subsidiaries an operating
company that designs, manufactures and sells PU leather for the shoe
manufacturing industry in the People’s Republic of China (“PRC”), and
manufacture flip-flops and slippers for sale in the PRC and abroad.
B. Sooner
Holdings is a company whose shares of Common Stock are registered with the
Securities and Exchange Commission (“SEC”) and has ceased active business
operations and is currently seeking merger opportunities or business
combinations.
C. Sooner
Holdings Shareholders own in the aggregate 9,133,443 shares of Common Stock of
Sooner Holdings, representing approximately 62.42% of the issued and outstanding
capital stock, will benefit from the transactions
contemplated herein, and are parties to this Agreement for the purpose of making
certain representations, warranties, covenants and agreements.
D. The
Company Shareholders own all of the capital stock of the Company. The
Company Shareholders desire to transfer and contribute all of their capital
stock of the Company to Sooner Holdings and Sooner Holdings desires to acquire
all of the equity ownership of the Company from the Company Shareholders in
exchange for shares of Sooner Holdings Series A Preferred Stock from Sooner
Holdings on the terms and conditions set forth herein.
E. As
a result of the transactions contemplated herein, it is the intent of parties
that the Company Shareholders will own, in the aggregate, 96.0% of the
outstanding shares of Common Stock of Sooner Holdings subsequent to the Reverse
Split (as defined below).
F. Further,
it is the intent of the parties that the transaction contemplated herein will
occur in a tax free manner pursuant to Section 351 of the Internal Revenue
Code.
NOW, THEREFORE, in consideration of the
foregoing and the respective covenants, representations and promises set forth
herein, the parties agree as follows:
ARTICLE
1
Securities
Exchange
1.1
Agreement to
Exchange Securities.
(a) Exchange Involving the
Company. Subject to the terms and upon the conditions set
forth herein, each Company Shareholder agrees to assign, transfer and deliver to
Sooner Holdings, and Sooner Holdings agrees to acquire from each Company
Shareholder, at the Closing, all of the shares of capital stock of the Company,
consisting of ordinary shares of capital stock, par value $1.00 per share (the
“Company Shares”) owned by the respective Company Shareholder as indicated on
the signature page, in exchange for the issuance by Sooner Holdings of an
aggregate of 19,200 shares of Series A Preferred Stock, $0.001 par value, of
Sooner Holdings (the “Sooner Holdings Series A Preferred Stock”).
(b) Allocation. 19,000
shares of Sooner Holdings Series A Preferred Stock to be delivered to each
Company Shareholder by Sooner Holdings is set forth in Exhibit A.
1.2 Issuance of Additional of
Shares of Sooner Holdings Common Stock. Notwithstanding
Section 1.1, in the event that the Company’s net income is less than $5.5
million (“Income Minimum”) as determined in accordance with generally accepted
accounting principles of the United States (“U.S. GAAP”) and set forth in the
Company’s audited financial statements for the year ended December 31, 2010,
then Sooner Shareholders will issue additional shares of Common Stock in the
collective amount of 113,637 shares to the Sooner Holdings Shareholders (“Make
Good Provision”). Sooner Holdings will make this determination
under Section 1.2 within 10 business days after completion of the audit of the
Company. Sooner Holdings will issue the shares of Common Stock in the
amounts set forth in this Section 1.2 the Sooner Holdings
Shareholder.
1.3 Closing. The
closing (“Closing”) of the exchange of the Company Shares and the Sooner
Holdings Common Stock shall take place at the offices of Bullivant Houser
Bailey, located at 1415 L Street, Suite 1000, Sacramento, California, at such
time and date as may be agreed to by the Company and Sooner Holdings, which
shall be no later than the third business day after satisfaction or waiver of
the conditions set forth in Articles 6 and 7, or at such other time, date and
location as the parties hereto may agree in writing (“Closing
Date”).
At Closing, (i) all of the issued and
outstanding shares of the Company shall be held by Sooner Holdings, (ii) there
shall be 14,632,553 shares of Sooner Holdings Common Stock issued and
outstanding, of which 9,133,443 and 5,499,110 shares of Sooner
Holdings Common Stock shall be owned by the Sooner Holdings Shareholders and
holder of Sooner Holdings public float, respectively and (iii) there shall be
19,200 shares of Series A Preferred stock issued and outstanding to the Company
Shareholders. Upon consummation of the transaction contemplated
herein and without taking into effect the Make Good Provision, (i) Company
Shareholders will own in the aggregate 96% and (ii) the Sooner Holdings
Shareholders and holders of Sooner Holdings public float will own in the
aggregate 4% of the outstanding shares of Sooner Holdings Common Stock
subsequent to the Reverse Split
1.4 Instruments of
Transfer.
(a) Company
Shares. Each Company Shareholder shall deliver to Sooner
Holdings on the Closing Date certificates for the Company Shares owned by the
Company Shareholder, or an equivalent document evidencing ownership of the
Company Shares (“Company Certificates”), along with duly executed stock powers
of such Company Certificates, in order to effectively vest in Sooner Holdings
all right, title and interest in and to the Company Shares owned by the Company
Shareholder. The Company shall record and cause to be recorded the transfer of
the Company shares on its transfer books. From time to time after the
Closing Date, and without further consideration, the Company Shareholders will
execute and deliver such other instruments of transfer and take such other
actions as Sooner Holdings may reasonably request in order to effectively
transfer to Sooner Holdings the Company Shares intended to be transferred
hereunder.
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(b) Sooner Holdings Series A Preferred
Stock. Sooner Holdings shall deliver to the Company
Shareholders on the Closing Date original certificates evidencing the Sooner
Holdings Series A Preferred Stock, and in form and substance satisfactory to the
Company Shareholders, in order to effectively vest in each Company Shareholder
its respective right, title and interest in the Series A Preferred Stock. From
time to time after the Closing Date, and without further consideration, Sooner
Holdings will execute and deliver such other instruments and take such other
actions as the Company Shareholders may reasonably request in order to more
effectively issue to them the Sooner Holdings Series A Preferred
Stock.
1.5 Restricted
Securities. The Sooner Holdings Series A Preferred Stock and
Sooner Holdings Common Stock, if required, shall be issued pursuant to
exemptions from the registration requirements of the Securities Act of 1933, as
amended (“Securities Act”), and shall accordingly bear a restrictive legend
subject to existing law, as more fully described in Section 4.3
hereof.
ARTICLE
2
Representations
and Warranties of Sooner Holdings
and
Sooner Holding Shareholders
Sooner Holdings and the Sooner Holding
Shareholders, each hereby represents and warrants to the Company that the
statements contained in this Article 2 are true and correct, except as disclosed
in the disclosure schedule attached hereto as Exhibit B (the
“Sooner Holdings Disclosure Schedule”), which is divided into sections that
correspond to the sections of this Article 2 (with the disclosures in any such
section of the Sooner Holdings Disclosure Schedule qualifying both the
corresponding representations and warranties of this Article 2 and any other
representations and warranties of this Article 2 to which such disclosure would
reasonably relate).
2.1 Corporate Organization;
Qualification.
(a) Sooner
Holdings, Inc. is a corporation duly organized, validly existing and in good
standing under the laws of Oklahoma with the requisite corporate power and
authority to carry on its business as it is now being conducted and to own,
operate and lease its properties and assets, and is duly qualified or licensed
to do business as a foreign corporation in good standing in every other
jurisdiction in which the character or location of the properties and assets
owned, leased or operated by it or the conduct of its business requires such
qualification or licensing, except in such jurisdictions in which the failure to
be so qualified or licensed and in good standing would not, individually or in
the aggregate, have a Material Adverse Effect on the Company taken as
whole. “Material Adverse Effect” with respect to a party shall mean a
material adverse change in or effect on the business, operations, financial
condition, properties or liabilities of the party taken as a whole, provided,
however, that a Material Adverse Effect will not be deemed to include (i)
changes as a result of the announcement of this transaction or (ii) changes in
generally accepted accounting principles.
(b) Sooner
Holdings does not own or control any capital stock of any corporation or any
interest in any partnership, joint venture or other entity.
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2.2 Capitalization. The
authorized capital of Sooner Holdings consists of 110,000,000 shares of which
100,000,000 are designated Common Stock, $0.001 par value, and 10,000,000 are
undesignated shares, $0.001 par value. As of the date of this
Agreement, there are 14,632,553 shares of Common Stock outstanding and no
undesignated shares are issued and outstanding. All issued and
outstanding shares of Sooner Holdings Common Stock are duly authorized, validly
issued, fully paid and nonassessable and were not issued in violation of
preemptive rights, other restrictions or any securities statute or regulation.
Other than as contemplated by this Agreement, there is no subscription, option,
warrant, call, right, contract, agreement, commitment, understanding or
arrangement to which Sooner Holdings is a party, or by which either is bound,
with respect to the issuance, sale, delivery or transfer of the capital
securities of Sooner Holdings, including any right of conversion or exchange or
buy-back under any security or other instrument. There are no
registration rights concerning Sooner Holdings capital stock.
2.3 Authorization. Sooner
Holdings has all requisite corporate power and authority to enter into, execute,
deliver, and perform its obligations under this Agreement. This Agreement has
been duly and validly executed and delivered by Sooner Holdings and is the valid
and binding legal obligation of Sooner Holdings enforceable against Sooner
Holdings in accordance with its terms, subject to bankruptcy, moratorium,
principles of equity and other limitations limiting the rights of creditors
generally. The execution and delivery of this Agreement and the related
documents and the consummation of the transactions contemplated hereby and
thereby have been duly authorized by the Board of Directors of Sooner Holdings,
and no other corporate or shareholder proceedings on the part of Sooner Holdings
are necessary to authorize the transactions contemplated hereby and
thereby.
2.4 Non-Contravention. Except
as set forth in the Sooner Holdings Disclosure Schedule, neither the execution,
delivery and performance of this Agreement, nor the consummation of the
transactions contemplated herein will:
(a) violate,
contravene or be in conflict with any provision of the Certificate of
Incorporation and Bylaws of Sooner Holdings, as amended and currently in
effect;
(b) be
in conflict with, or constitute a default, however defined (or an event which,
with the giving of due notice or lapse of time, or both, would constitute such a
default), under, or cause or permit the acceleration of the maturity of, or give
rise to any right of termination, cancellation, imposition of fees or penalties
under any debt, note, bond, lease, mortgage, indenture, license, obligation,
contract, commitment, franchise, permit, instrument or other agreement or
obligation to which Sooner Holdings is a party or by which Sooner Holdings or
any of Sooner Holdings’ properties or assets is or may be bound;
(c) result
in the creation or imposition of any pledge, lien, security interest,
restriction, option, claim or charge of any kind whatsoever (“Encumbrances”)
upon any property or assets of Sooner Holdings under any debt, obligation,
contract, agreement or commitment to which Sooner Holdings is a party or by
which Sooner Holdings or any its assets or properties are bound; or
(d) materially
violate any statute, treaty, law, judgment, writ, injunction, decision, decree,
order, regulation, ordinance or other similar authoritative matters (referred to
herein individually as a “Law” and collectively as “Laws”) of any foreign,
federal, provincial, state or local governmental or quasi-governmental,
administrative, regulatory or judicial court, department, commission, agency,
board, bureau, instrumentality or other authority (referred to herein
individually as an “Authority” and collectively as “Authorities”).
2.5 Consents and
Approvals. Except as set forth in Sooner Holdings Disclosure
Schedule or those received or to be received by Sooner Holdings prior to the
Closing, with respect to Sooner Holdings, no consent, approval, order or
authorization of or from, or registration, notification, declaration or filing
with (“Consent”) any individual or entity, including without limitation any
Authority, is required in connection with the execution, delivery or performance
of this Agreement by Sooner Holdings or the consummation by Sooner Holdings any
of the transactions contemplated herein.
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2.6 No Brokers or
Finders. No broker, finder or investment banker is entitled to
any brokerage, finder’s or other fee or commission in connection with any of the
transactions contemplated by this Agreement based upon arrangements made by or
on behalf of Sooner Holdings.
2.7 Compliance. Sooner
Holdings has complied with and are not in violation of any Law or requirements
of any Authority with respect to the conduct of their business, or the ownership
or operation of their business, except for failures to comply or violations
which, individually or in the aggregate, have not had and are not reasonably
likely to have a Material Adverse Effect on Sooner Holdings taken as a whole. To
the knowledge of Sooner Holdings, the businesses and activities of Sooner
Holdings have not been and are not being conducted in violation of any Law or
requirements of any Authority. Sooner Holdings is not in default or violation of
any term, condition or provision of any applicable charter documents or
contracts. Except as set forth in Sooner Holdings Disclosure
Schedule, no written notice of non-compliance with any Law or Authority relating
to or with respect to the business of Sooner Holdings has been received by
Sooner Holdings (and Sooner Holdings has no knowledge of any such or notice
delivered to any other person or entity). To the knowledge of Sooner Holdings,
Sooner Holdings is not in violation of any material term of any contract or
covenant relating to employment, patents, proprietary information disclosure,
non-competition or non-solicitation.
2.8 SEC Filings; Financial
Statements. All statements, reports, schedules, forms and
other documents required to have been filed by Sooner Holdings with the SEC
(“SEC Reports”) have been so filed and on a timely basis. As of the time it was
filed with the SEC (or, if amended or superseded by a filing prior to the date
of this Agreement, then on the date of such filing): (i) each of the SEC Reports
complied in all material respects with the applicable requirements of the
Securities Act of 1933, as amended, (“Securities Act”) or the Securities
Exchange Act of 1934, as amended (the “Exchange Act”); and (ii) none of the SEC
Reports contained any untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading. Sooner Holdings has a class of securities registered under
the Exchange Act. Sooner Holdings has provided to the Company a
correct and complete copy of the audited financial statements (including, in
each case, any related notes thereto), on a consolidated basis, for the fiscal
years ended September 30, 2010, 2009 and 2008, and for the three months ended
December 31, 2010, prepared in accordance with the published rules and
regulations of any applicable governmental entity and with U.S. GAAP applied on
a consistent basis throughout the periods involved (except as may be indicated
in the notes thereto) and audited for the fiscal years in accordance with the
auditing standards of the Public Company Accounting Oversight Board (“PCAOB”) by
an independent accountant registered with PCAOB. Such financial
statements fairly present in all material respects the financial position of
Sooner Holdings, on a consolidated basis, at the respective dates thereof and
the results of its operations and cash flows for the periods indicated. The
audited and the interim unaudited financial statements described in this Section
2.8 are collectively referred to herein as the “U.S. GAAP Financial
Statements”.
2.9 Assets and
Liabilities. The assets and liabilities of Sooner
Holdings are all as set forth in the U.S. GAAP Financial Statements and there
are no other assets or liabilities of Sooner Holdings that should have been
disclosed in such U.S. GAAP Financial Statements. Since Sooner
Holdings filing of its Form 10-Q for the quarter ended December 31, 2010, Sooner
Holdings has not acquired any assets or incurred any liability except in the
ordinary course of business. Sooner Holdings will take all steps to
reduce its total liabilities to less than $100 at the Closing Date.
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2.10 Books and
Records. The books of account, minute books, stock record
books, and other material records of Sooner Holdings, all of which have been
made available to the Company, are complete and correct in all material respects
and have been maintained in accordance with reasonable business practices. The
minute books of Sooner Holdings contain accurate and complete records of all
formal meetings held, and corporate action taken by, the members, shareholders,
the managers and committees of the managers of Sooner Holdings. At
the Closing, all of those books and records will be in the possession of the
Company.
2.11 Intercompany And Affiliate
Transactions; Insider Interests. Except as expressly
identified in the Sooner Holdings Disclosure Schedule, since December 31, 2010,
there have been, no transactions, agreements or arrangements of any kind, direct
or indirect, between Sooner Holdings, on the one hand, and any director,
officer, employee, stockholder, or affiliate of Sooner Holdings, on the other
hand. All intercompany and affiliate transactions occurring prior to
December 31, 2010 have been previously disclosed in the SEC
Reports.
2.12 Market
Quotation. The Sooner Holdings Common Stock is quoted on the
NASD Over-The-Counter Electronic Bulletin Board (“OTC BB”). There is no action
or proceeding pending or, to Sooner Holdings’ knowledge, threatened against
Sooner Holdings by FINRA with respect to any intention by such entities to
prohibit or terminate the quotation of Sooner Holdings Common Stock on the OTC
BB.
2.13 Absence of Certain Changes
or Events. Except as set forth in Sooner Disclosure Schedule,
and except for the transactions contemplated under this Agreement, since
December 31, 2010 there has not been, with respect to Sooner Holdings: (i) any
Material Adverse Effect, (ii) any declaration, setting aside or payment of any
dividend on, or other distribution (whether in cash, securities or property) in
respect of, any of equity securities, or any purchase, redemption or other
acquisition of any of equity securities or any options, warrants, calls or
rights to acquire any equity securities or other securities, (iii) any split,
combination or reclassification of any equity securities, (iv) any granting of
any increase in compensation or fringe benefits, except for normal increases of
cash compensation in the ordinary course of business consistent with past
practice, or any payment of any bonus, except for bonuses made in the ordinary
course of business consistent with past practice, or any granting of any
increase in severance or termination pay or any entry into any currently
effective employment, severance, termination or indemnification agreement or any
agreement the benefits of which are contingent or the terms of which are
materially altered upon the occurrence of a transaction of the nature
contemplated hereby, (v) entry into any licensing or other agreement with regard
to the acquisition or disposition of any intellectual property other than
licenses in the ordinary course of business consistent with past practice or any
amendment or consent with respect to any licensing agreement filed or required
to be filed with respect to any governmental entity or Authority, (vi) any
material change in its accounting methods, principles or practices, (vii) any
change in the auditing firm of the Company, (vii) any issuance of securities, or
(viii) any revaluation of any of their respective assets, including, without
limitation, writing down the value of capitalized inventory or writing off notes
or accounts receivable or any sale of assets other than in the ordinary course
of business.
2.14 Litigation. Except
as set forth in the Sooner Holdings Disclosure Schedule, there are no claims,
suits, actions or proceedings pending, or to the knowledge of Sooner Holdings,
threatened against Sooner Holdings, before any court, governmental department,
commission, agency, instrumentality or authority, or any arbitrator that seeks
to restrain or enjoin the consummation of the transactions contemplated by this
Agreement or which could reasonably be expected, either individually or in the
aggregate with all such claims, actions or proceedings, to have a Material
Adverse Effect on Sooner Holdings or have a Material Adverse Effect on the
ability of the parties hereto to consummate the transactions discussed
herein.
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2.15 Employee Benefit
Plans. Sooner Holdings has no employee compensation,
incentive, fringe or benefit plans, programs, policies, commitments or other
arrangements (whether or not set forth in a written document) covering any
active or former employee, director or consultant of Sooner Holdings or any
employment or consulting agreement with any stockholder, officer, director,
employee or consultant of Sooner Holdings.
2.16 Restrictions on Business
Activities. There is no agreement, commitment, judgment,
injunction, order or decree binding upon Sooner Holdings or to which Sooner
Holdings is a party which has or could reasonably be expected to have the effect
of prohibiting or materially impairing any business practice of Sooner Holdings,
or the conduct of business by Sooner Holdings as currently conducted other than
such effects, individually or in the aggregate, which have not had and could not
reasonably be expected to have a Material Adverse Effect on Sooner
Holdings.
2.17 Governmental
Actions/Filings; Approvals. Except as set forth in the Company
Disclosure Schedule, the Company holds, has made and/or obtained all
Governmental Actions/Filings and Approvals necessary for the conduct
by the Company of its business (as presently conducted and to be conducted
following the Closing), except with respect to any Governmental Actions/Filings
and Approvals the failure of which to hold or make would not reasonably be
likely to have a Material Adverse Effect on the Company. For purposes of this
Agreement, the term “Governmental Action/Filing” shall mean any franchise,
license, certificate of compliance, authorization, consent, order, permit,
approval, consent or other action of, or any filing, registration or
qualification with, any federal, state, municipal, foreign or other
governmental, administrative or judicial body, agency or authority.
2.18 Taxes.
(a) For
purposes of this Agreement, “Tax” or “Taxes” refers to any and all applicable
central, federal, provincial, state, local, municipal and foreign taxes,
together with all interest, penalties and additions imposed with respect to any
such amounts and any obligations under any agreements or arrangements with any
other person with respect to any such amounts.
(b) To
the knowledge of Sooner Holdings:
(i) Sooner
Holdings and its former subsidiaries have timely filed all the returns,
estimates, information statements and reports relating to Taxes required to be
filed with any Tax Authority prior to the date hereof. All such filings are
true, correct and complete in all material respects. Sooner Holdings and its
subsidiaries have paid all Taxes shown to be due on such filings.
(ii) All
Taxes that Sooner Holdings and its former subsidiaries are required by law to
withhold or collect have been duly withheld or collected, and have been timely
paid over to the proper Authority to the extent due and payable.
(iii) No
audit or other examination of any Tax return filed by Sooner Holdings or any
former subsidiaries by any Tax Authority is presently in progress, nor has
Sooner Holdings or any of its former subsidiaries been notified of any request
for such an audit or other examination.
(iv) Sooner
Holdings and its former subsidiaries have no liability for any unpaid Taxes
which have not been accrued for or reserved on Sooner Holdings’ balance sheets
included in the U.S. GAAP Financial Statements for the most recent fiscal year,
other than any liability for unpaid Taxes that may have accrued since the end of
the most recent fiscal year in connection with operation of Sooner Holding’s
business.
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2.19 Agreements. Except as set forth in the Sooner
Holdings Disclosure Schedule, Sooner Holdings is not a party to any agreement,
whether written or verbal, that results in the creation or continuation of any
contractual obligations.
ARTICLE
3
Representations
and Warranties of the Company
The Company represents and warrants to
Sooner Holdings and the Sooner Holdings Shareholders, that the statements
contained in the Article 3 are true and correct, except as disclosed in the
disclosure schedule attached hereto as Exhibit C (the
“Company Disclosure Schedule”), which are divided into sections that correspond
to the sections of this Article 3 (with the disclosures in any such section of
the Company Disclosure Schedule qualifying both the corresponding
representations and warranties of this Article 3 and any other representations
and warranties of this Article 3 to which such disclosure would reasonably
relate).
3.1 Corporate Organization,
Standing and Power. The Company is a corporation duly
organized, validly existing and in good standing under the laws of British
Virgin Islands. The Company has all corporate power and
authority to own its properties and to carry on its business as now being
conducted and is duly qualified to do business and is in good standing in each
jurisdiction in which it is required to be duly qualified and in good
standing.
3.2 Authorization. The
Company has all the requisite corporate power and authority to enter into this
Agreement and to carry out the transactions contemplated herein. The Board of
Directors of Company has taken all action required by law, its articles of
incorporation and bylaws or otherwise to authorize the execution, delivery and
performance of this Agreement and the consummation of the transactions
contemplated herein. This Agreement is the valid and binding legal obligation of
the Company enforceable against the Company in accordance with its terms, except
as such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization or similar laws that affect creditors’ rights
generally.
3.3 Capitalization. The
authorized capital of the Company consists of 50,000 shares of one class with a
$1.00 par value each. As of the date of this Agreement, there are
1,000 shares outstanding. All issued and outstanding shares of the
Company shares are duly authorized, validly issued, fully paid and nonassessable
and were not issued in violation of preemptive rights, other restrictions or any
securities statute or regulation. Other than as contemplated by this Agreement,
there is no subscription, option, warrant, call, right, contract, agreement,
commitment, understanding or arrangement to which the Company is a party, or by
which either is bound, with respect to the issuance, sale, delivery or transfer
of the capital securities of the Company, including any right of conversion or
exchange or buy-back under any security or other instrument. There
are no registration rights concerning the Company capital stock.
3.4 Non-Contravention. Neither
the execution, delivery and performance of this Agreement nor the consummation
of the transactions contemplated herein will:
(a) violate
any provision of the Charter documents or Bylaws of the Company;
(b) be
in conflict with, or constitute a default, however defined (or an event which,
with the giving of due notice or lapse of time, or both, would constitute such a
default), under, or cause or permit the acceleration of the maturity of, or give
rise to, any right of termination, cancellation, imposition of fees or penalties
under, any debt, note, bond, lease, mortgage, indenture, license, obligation,
contract, commitment, franchise, permit, instrument or other agreement or
obligation to which the Company is a party or by which the Company or any of
their respective properties or assets is or may be bound;
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(c) result
in the creation or imposition of any encumbrance upon any property or assets of
the Company under any debt, obligation, contract, agreement or commitment to
which the Company is a party or by which the Company or any of its respective
assets or properties is or may be bound; or
(d) violate
any Law of any Authority.
3.5 Consents and
Approvals. No consent is required by any person or entity,
including without limitation any Authority, in connection with the execution,
delivery and performance by the Company of this Agreement, or the consummation
of the transactions contemplated herein.
ARTICLE
4
Separate
Representations and Warranties of the Company Shareholders
Each Company Shareholder, severally and
jointly, represents, warrants and covenants to and with Sooner Holdings with
respect to such shareholder that the statements contained in this Article 4 are
true and correct.
4.1 Power and
Authority. The Company Shareholder has all requisite power and
authority to enter into and to carry out all of the terms of this Agreement and
all other documents executed and delivered by such shareholder in connection
herewith. All action on the part of the Company Shareholder necessary
for the authorization, execution, delivery and performance of the Agreement by
the Company Shareholder has been taken and no further authorization on the part
of the Company Shareholder is required to consummate the transactions provided
for in this Agreement. When executed and delivered by the Company
Shareholder, this Agreement shall constitute the valid and legally binding
obligation of the Company Shareholder enforceable in accordance with their
respective terms, subject to bankruptcy, moratorium, principles of equity, and
other limitations limiting the rights of creditors generally.
4.2 Ownership of and Title to
Securities. The number of shares reflected on the Company
Shareholder signature page accurately and completely sets forth all of the
Company Shares owned by such Company Shareholder as of the date hereof. The
Company Shareholder has good and marketable title to the Company Shares which
such shareholder owns, free and clear of all pledges, security interests,
mortgages, liens, claims, charges, restrictions or encumbrances, except for any
restrictions imposed by federal or state securities laws.
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4.3 Investment and Related
Representations.
(a) Securities Laws
Compliance. The Company Shareholder is aware that the offer or
sale of the shares of Sooner Holdings Series A Preferred Stock to the Company
Shareholder has not been registered under the Securities Act, or under any state
securities law. The Company Shareholder understands that the shares of Sooner
Holdings Series A Preferred Stock will be characterized as “restricted
securities” under US federal securities laws and that under such laws and
applicable regulations such securities may be resold without registration under
the Securities Act only in certain limited circumstances. The Company
Shareholder agrees that the Company Shareholder will not sell all or any portion
of the shares of Sooner Holdings Series A Preferred Stock except pursuant to
registration under the Securities Act or pursuant to an available exemption from
registration under the Securities Act. The Company Shareholder understands that
each certificate for the shares of Sooner Holdings Series A Preferred Stock
issued to the Company Shareholder or to any subsequent transferee shall be
stamped or otherwise imprinted with the legend set forth below summarizing the
restrictions described in this Section 4.3 and that Sooner Holdings shall refuse
to transfer the Sooner Holdings Series A Preferred Stock except in accordance
with such restrictions:
THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE “SECURITIES ACT”). THE SHARES HAVE BEEN ACQUIRED FOR
INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF
IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT WITH RESPECT TO SUCH SHARES, UNLESS AN EXEMPTION IS AVAILABLE
FROM REGISTRATION UNDER THE SECURITIES ACT.
(b) Investment
Representation. This Agreement is made with Sooner Holdings in
reliance upon the Company Shareholder’s representation, that the shares of
Sooner Holdings Series A Preferred Stock to be received by the Company
Shareholders are being acquired pursuant to this Agreement for investment and
not with a view to the public resale or distribution thereof, except pursuant to
an effective registration statement or exemption under the Securities
Act.
(c) No Public
Solicitation. The Company Shareholder is acquiring the shares
of Sooner Holdings Series A Preferred Stock after private negotiation and has
not been attracted to the acquisition of the shares of Sooner Holdings Series A
Preferred Stock by any press release, advertising or publication.
(d) Access to
Information. The Company Shareholder acknowledges having
received and reviewed the reports filed by Sooner Holdings with the SEC and
acknowledges that any information contained therein is deemed disclosed by
Sooner Holdings for purposes of the Sooner Holdings Disclosure Schedule as well
as any other disclosures required hereunder.
(e) Investor Solicitation and Ability to
Bear Risk to Loss. The Company Shareholder, if a corporation
or a partnership, has not been organized for the purpose of acquiring the Sooner
Holdings Series A Preferred Stock. The Company Shareholder acknowledges that it
is able to protect its interests in connection with the acquisition of the
Sooner Holdings Series A Preferred Stock and can bear the economic risk of
investment in such securities without producing a material adverse change in the
Company Shareholder’s financial condition. The Company Shareholder otherwise has
such knowledge and experience in financial or business matters that the Company
Shareholder is capable of evaluating the merits and risks of the investment in
the Sooner Holdings Series A Preferred Stock.
(f) Investor
Status. The Company Shareholder either (i) is an “accredited
investor” as that term is defined in Regulation D promulgated under the
Securities Act, or (ii) is not a U.S. Person (as defined in Regulation S
promulgated under the Securities Act), is not an affiliate of Sooner Holdings,
and at the time of the origination of contact concerning this share exchange and
at the date of execution and delivery of this Agreement was not within the
United States, its territories and possessions.
10
ARTICLE
5
Covenants
of the Parties
5.1 Full
Access. Through the period prior to the Closing, each party
will afford to the other and its directors, officers, employees, counsel,
accountants, investment advisors and other authorized representatives and
agents, reasonable access to the facilities, properties, books and records of
the party in order that the other may have full opportunity to make such
investigations as it will desire to make of the affairs of the disclosing party.
Each party will furnish such additional financial and operating data and other
information as the other will, from time to time, reasonably request, including
without limitation access to the working papers of its independent certified
public accountants; provided, however, that any such investigation will not
affect or otherwise diminish or obviate in any respect any of the
representations and warranties of the disclosing party.
5.2 Confidentiality. Each
of the parties hereto agrees that it will not use, or permit the use of, any of
the information relating to any other party hereto furnished to it in connection
with the transactions contemplated herein (“Information”)in a manner or for a
purpose detrimental to such other party or otherwise than in connection with the
transaction, and that they will not disclose, divulge, provide or make
accessible, or permit the disclosure of, any of the Information to any person or
entity, other than their respective directors, officers, employees, investment
advisors, accountants, counsel and other authorized representatives and agents,
except as may be required by judicial or administrative process or, in the
opinion of such party’s counsel, by other requirements of Law; provided,
however, that prior to any disclosure of any Information permitted hereunder,
the disclosing party will first seek to obtain the recipients’ undertaking to
comply with the provisions of this Section with respect to such information. The
term “Information” as used herein will not include any information relating to a
party that the party disclosing such information can show: (i) to have been in
its possession prior to its receipt from another party hereto without breach of
any other confidentiality agreement; (ii) to be generally available to the
public through no fault of the disclosing party; (iii) to have been available to
the public at the time of its receipt by the disclosing party without breach of
any confidentiality agreement; (iv) to have been received separately by the
disclosing party in an unrestricted manner from a person entitled to disclose
such information; or (v) to have been developed independently by the disclosing
party without regard to any information received in connection with this
transaction. Each party hereto also agrees to promptly return to the party from
whom it originally received such information all original and duplicate copies
of written materials containing Information should the transactions contemplated
herein not occur. A party hereto will be deemed to have satisfied its
obligations to hold the Information confidential if it exercises the same care
as it takes with respect to its own similar information.
5.3 Further Assurances;
Cooperation; Notification.
(a) Each
party hereto will, before, at and after Closing, execute and deliver such
instruments and take such other actions as the other party or parties, as the
case may be, may reasonably require in order to carry out the intent of this
Agreement. Without limiting the generality of the foregoing, at any time after
the Closing, at the reasonable request of Sooner Holdings and without further
consideration, the Company will execute and deliver such instruments of sale,
transfer, conveyance, assignment and confirmation and take such action as Sooner
Holdings may reasonably deem necessary or desirable in order to more effectively
consummate the transactions contemplated hereby.
11
(b) At
all times from the date hereof until the Closing, each party will promptly
notify the other in writing of the occurrence of any event which it reasonably
believes will or may result in a failure by such party to satisfy the covenants
specified in this Article 5.
5.4 Satisfaction of Conditions
Precedent. Each party will use commercially reasonable efforts
to satisfy or cause to be satisfied all the conditions precedent that are
applicable to them, and to cause the transactions contemplated by this Agreement
to be consummated, and, without limiting the generality of the foregoing, to
obtain all material consents and authorizations of third parties and to make
filings with, and give all notices to, third parties that may be necessary or
reasonably required on its part in order to effect the transactions contemplated
hereby.
5.5 Resignation of Officers And
Directors. At Closing, R. C. Cunningham III, as director, and
the officers in office immediately before the Closing shall submit their written
resignations as director and officers effective as of the
Closing. Prior to resignation, the board of directors of Sooner
Holdings shall appoint Mr. Ang Kang Han as Chairman of the board of directors of
Sooner Holdings, and Mr. Ang Kang Han as president of, Mr. Huang Jin
Bei as vice president and chief financial officer of, Ms. Wu Li Cong as Chief
Operating Officer and Mr. Wu Hong Wei as secretary of Sooner
Holdings.
ARTICLE
6
Conditions
to the Obligations of Sooner Holdings and the Sooner Holdings
Shareholders
Notwithstanding any other provision of
this Agreement to the contrary, the obligation of Sooner Holdings and the Sooner
Holdings Shareholders to effect the transactions contemplated herein will be
subject to the satisfaction at or prior to the Closing, or waiver by Sooner
Holdings and by all the Sooner Holdings Shareholders, of each of the following
conditions:
6.1 Representations and
Warranties True. The representations and warranties of the
Company and the Company Shareholders contained in this Agreement, including
without limitation in the Company Disclosure Schedule delivered to Sooner
Holdings as Exhibit C, will be true, complete and accurate in all material
respects as of the date when made and as of the Closing Date as though such
representations and warranties were made at and as of such time, except for
changes specifically permitted or contemplated by this Agreement, and except
insofar as the representations and warranties relate expressly and solely to a
particular date or period, in which case they will be true and correct at the
Closing with respect to such date or period.
6.2 Performance. The
Company and the Company Shareholders will have performed and complied in all
material respects with all agreements, covenants, obligations and conditions
required by this Agreement to be performed or complied with by the Company and
the Company Shareholders on or prior to the Closing.
6.3 Required Approvals and
Consents.
(a) All
action required by law and otherwise to be taken by the members of the board of
directors of the Company to authorize the execution, delivery and performance of
this Agreement and the consummation of the transactions contemplated hereby will
have been duly and validly taken.
(b) All
Consents of or from all Authorities required hereunder to consummate the
transactions contemplated herein, will have been delivered, made or obtained,
and Sooner Holdings will have received copies thereof.
12
(c) Sooner
Holdings will have received a certificate of good standing of the Company from
the British Virgin Islands, or an equivalent document, as of the most recent
practicable date.
6.4 No Proceeding or
Litigation. No suit, action, investigation, inquiry or other
proceeding by any Authority or other person or entity will have been instituted
or threatened which delays or questions the validity or legality of the
transactions contemplated hereby or which, if successfully asserted, would, in
the reasonable judgment of Sooner Holdings, individually or in the aggregate,
otherwise have a Material Adverse Effect on the Company’s business, financial
condition, prospects, assets or operations or prevent or delay the consummation
of the transactions contemplated by this Agreement.
6.5 Legislation. No
Law will have been enacted which prohibits, restricts or delays the consummation
of the transactions contemplated hereby or any of the conditions to the
consummation of such transaction including any pre-approval requirement for
foreign listings.
6.6 Appropriate
Documentation. Sooner Holdings will have received, in a form
and substance reasonably satisfactory to Sooner Holdings, dated the Closing
Date, all certificates and other documents, instruments and writings to evidence
the fulfillment of the conditions set forth in this Article 6 as Sooner Holdings
may reasonably request.
ARTICLE
7
Conditions
to Obligations of the Company and the Company Shareholders
Notwithstanding anything in this
Agreement to the contrary, the obligations of the Company and Company
Shareholders to effect the transactions contemplated herein will be subject to
the satisfaction at or prior to the Closing, or waiver by all the Company
Shareholders, of each of the following conditions:
7.1 Representations and
Warranties True. The representations and warranties of Sooner Holdings
and the Sooner Holdings Shareholders and contained in this Agreement including
without limitation in the Sooner Holdings Disclosure Schedule delivered to the
Company Shareholders as Exhibit B will be true, complete and accurate in all
material respects as of the date when made and at and as of the Closing, as
though such representations and warranties were made at and as of such time,
except for changes permitted or contemplated in this Agreement, and except
insofar as the representations and warranties relate expressly and solely to a
particular date or period, in which case they will be true and correct at the
Closing with respect to such date or period.
7.2 Performance. Sooner
Holdings and the Sooner Holdings Shareholders will have performed and complied
in all material respects with all agreements, covenants, obligations and
conditions required by this Agreement to be performed or complied with by Sooner
Holdings or the Sooner Holdings Shareholders at or prior to the
Closing.
7.3 Required Approvals and
Consents.
(a) All
action required by law and otherwise to be taken by the directors and
shareholders of the Sooner Holdings to authorize the execution, delivery and
performance of this Agreement and the consummation of the transactions
contemplated hereby will have been duly and validly taken.
13
(b) All
Consents of or from all Authorities required hereunder to consummate the
transactions contemplated herein, will have been delivered, made or obtained,
and the Company will have received copies thereof.
7.4 Agreements and
Documents. The Company will have received the following
agreements and documents, each of which will be in full force and
effect:
(a) a
certificate executed on behalf of Sooner Holdings by its Chief Executive Officer
confirming that the conditions set forth in Sections 7.1, 7.2, and 7.3 have been
duly satisfied;
(b)
resolutions of the board of directors of Sooner Holdings, certified by the
secretary of Sooner Holdings, approving the transactions contemplated by this
Agreement, including the issuance of the Sooner Holdings Series A Preferred
Stock and the matters referred to in Section 7.3 of this Agreement;
(c) certificates
representing the Sooner Holdings Series A Preferred Stock registered in the
names of the Company Shareholders in accordance with Section
1.1; and
(d) a
certificate of good standing of Sooner Holdings from the State of Oklahoma and
any other states where Sooner Holdings is qualified to do business, as of the
most recent practicable date;
7.5 Legislation. No
Law will have been enacted which prohibits, restricts or delays the consummation
of the transactions contemplated hereby or any of the conditions to the
consummation of such transaction.
7.6 Appropriate
Documentation. The Company will have received, in a form and
substance reasonably satisfactory to Company, dated the Closing Date, all
certificates and other documents, instruments and writings to evidence the
fulfillment of the conditions set forth in this Article 7 as the Company may
reasonably request.
7.7 Reduction in
Liabilities. As of the Closing Date, the amount of Sooner
Holdings’ outstanding liabilities will not exceed $100.
ARTICLE
8
Post
Closing Covenants
8.1 Reverse
Split. Subsequent to Closing, the new management of Sooner
Holding will effect a 1-for-18.29069125 reverse stock split of our outstanding
shares of common stock (the “Reverse Split”). Immediately subsequent
to the Reverse Split, all of the issued and outstanding shares of Series A
Preferred Stock shall automatically be converted into 19,200,000 shares of
Sooner Holdings Common Stock (“Converted Common Shares”) in accordance with the
Certificate of Designation of the Series A Convertible Preferred
Stock.
14
8.2 Schedule 14f-1 with
SEC. Sooner Holdings shall cause to be filed a Schedule 14f-1
with the SEC regarding the appointments of Mr. Huang Jin Bei and Mr. Wu Hong Wei
to the Sooner Holdings board of directors. Upon the effective date of
their appointment, Mr. R. C. Cunningham II shall resign from the Sooner Holdings
board of directors.
ARTICLE
9
Termination
and Abandonment
9.1 Termination by Mutual
Consent. This Agreement may be terminated at any time prior to
the Closing by the written consent of the Company and Sooner
Holdings.
9.2 Termination by either the
Company or Sooner Holdings. This Agreement may be terminated
by either the Company or Sooner Holdings if the Closing is not consummated by
February 14, 2011 (provided that the right to terminate this Agreement under
this Section 9.2 will not be available to any party whose failure to fulfill any
material obligation under this Agreement has been the cause of or resulted in
the failure of the Closing to occur on or before such date). This
Agreement may be terminated by the Company for a material breach of any
representation, warranty, or covenant of Sooner Holdings or any Sooner Holdings
Shareholder or the failure of any of the Company’s conditions to closing to be
satisfied. This Agreement may be terminated by Sooner Holdings for a material
breach of any representation, warranty, or covenant of the Company or any
Company Shareholder or the failure of any of Sooner Holdings’ conditions to
Closing to be satisfied.
9.3 Procedure and Effect of
Termination. In the event of termination of this Agreement and
abandonment of the transactions contemplated hereby by the Company or Sooner
Holdings pursuant to this Article 9, written notice thereof will be given to all
other parties and this Agreement will terminate and the transactions
contemplated hereby will be abandoned, without further action by any of the
parties hereto. If this Agreement is terminated as provided
herein:
(a) Each
of the parties will, upon request, redeliver all documents and other material of
the other parties relating to the transactions contemplated hereby, whether
obtained before or after the execution hereof, to the party furnishing the
same;
(b) No
party will have any liability for a breach of any representation, warranty,
agreement, covenant or the provision of this Agreement, unless such breach was
due to a willful or bad faith action or omission of such party or any
representative, agent, employee or independent contractor thereof;
and
(c) All
filings, applications and other submissions made pursuant to the terms of this
Agreement will, to the extent practicable, be withdrawn from the agency or other
person to which made.
ARTICLE
10
Miscellaneous
Provisions
10.1 Survival of Representations,
Warranties and Covenants. All of the representations,
warranties and covenants in this Agreement shall survive the
Closing.
15
10.2 Expenses. Except
as set forth in the following sentence, Sooner Holdings, the Sooner Holdings
Shareholders, the Company, and the Company Shareholders will each bear their own
costs and expenses relating to the transactions contemplated hereby, including
without limitation, fees and expenses of legal counsel, accountants, investment
bankers, brokers or finders, printers, copiers, consultants or other
representatives for the services used, hired or connected with the transactions
contemplated hereby.
10.3 Amendment and
Modification. This Agreement may be amended or modified only
by the Sooner Holdings, the Sooner Holdings Shareholders, and the Company
Shareholders. All such amendments and modifications to this Agreement
must be in writing duly executed by all of the parties hereto.
10.4 Waiver of Compliance;
Consents. Any failure of a party to comply with any
obligation, covenant, agreement or condition herein may be expressly waived in
writing by Sooner Holdings and the Sooner Holdings Shareholders, on the one
hand, and the Company and the Company Shareholders, on the other, but such
waiver or failure to insist upon strict compliance with such obligation,
covenant, agreement or condition will not operate as a waiver of, or estoppel
with respect to, any subsequent or other failure. No single or
partial exercise of a right or remedy will preclude any other or further
exercise thereof or of any other right or remedy hereunder. Whenever
this Agreement requires or permits the consent by or on behalf of a party, such
consent will be given in writing in the same manner as for waivers of
compliance.
10.5 Indemnification Obligations
in favor of Sooner Holdings. From and after the Closing Date,
the Sooner Holdings Shareholder shall reimburse, indemnify and hold harmless
Sooner Holdings, the Company, and the Company Shareholders, and the executive
officers, directors, and employees of Sooner Holdings and the Company in office
after the Closing (each such person and his heirs, executors, administrators,
agents, successors and assigns is referred to herein as a “Company Indemnified
Party”) against and in respect of any and all damages, losses, settlement
payments, in respect of deficiencies, liabilities, costs, expenses and claims
suffered, sustained, incurred or required to be paid by any Company Indemnified
Party, and any and all actions, suits, claims, or legal, administrative,
arbitration, governmental or other procedures or investigation against any
Indemnified Party, in respect of any breach of any representation, warranty,
covenant, or other agreement made by Sooner Holdings or a Sooner Holdings
Shareholder.
10.6 Third Party
Beneficiaries. Nothing in this Agreement will entitle any person or
entity other than a party hereto and his, her or its respective successors and
assigns permitted hereby to rely upon any of the representations or warranties
contained herein or to any claim, cause of action, remedy or right of any
kind.
10.7 Notices. All
notices, requests, demands and other communications required or permitted
hereunder prior to the Closing will be made in writing and will be deemed to
have been duly given and effective: (i) on the date of delivery, if delivered
personally; or (ii) on the date of transmission, if sent by facsimile, telecopy,
telegraph, telex or other similar telegraphic communications equipment, or to
such other person or address as a party will furnish to the other parties hereto
in writing in accordance with this subsection.
16
If to the
Company and the Company Shareholders:
3901#,
39/F Office Tower A Beijing Fortune Plaza
7
Dongsanhuan Zhong Road
Chaoyang
District
Beijing
100020, PRC
Tel: (86)10-65308899
Fax:
(86)10-65308800
or to
such other person or address as the Company will furnish to the other parties
hereto in writing in accordance with this subsection.
If to the
Sooner Holdings and the Sooner Holdings Shareholders:
Sooner
Holdings, Inc.
127
Northwest 62nd Street,
Suite A
Oklahoma
City, OK 73118
or to
such other person or address as Sooner Holdings will furnish to the other
parties hereto in writing in accordance with this subsection.
10.8 Assignment. This
Agreement and all of the provisions hereof will be binding upon and inure to the
benefit of the parties hereto and their respective successors and permitted
assigns, but neither this Agreement nor any of the rights, interests or
obligations hereunder will be assigned (whether voluntarily, involuntarily, by
operation of law or otherwise) by any of the parties hereto without the prior
written consent of the other parties.
10.9 Counterparts. This
Agreement may be executed simultaneously in one or more counterparts, including
facsimile transmissions, each of which will be deemed an original, but all of
which together will constitute one and the same instrument.
10.10 Headings. The
headings of the sections and subsections of this Agreement are inserted for
convenience only and will not constitute a part hereof.
10.11 Entire
Agreement. This Agreement, the Disclosure Schedules and the
exhibits and other writings referred to in this Agreement or in the Disclosure
Schedules or any such exhibit or other writing are part of this Agreement,
together they embody the entire Agreement and understanding of the parties
hereto in respect of the transactions contemplated by this Agreement and
together they are referred to as this “Agreement” or the
“Agreement.” There are no restrictions, promises, warranties,
agreements, covenants or undertakings, other than those expressly set forth or
referred to in this Agreement. This Agreement supersedes all prior agreements
and understandings between the parties with respect to the transaction or
transactions contemplated by this Agreement. Provisions of this
Agreement will be interpreted to be valid and enforceable under applicable Law
to the extent that such interpretation does not materially alter this Agreement,
provided, however, that if any such provision becomes invalid or unenforceable
under applicable Law such provision will be stricken to the extent necessary and
the remainder of such provisions and the remainder of this Agreement will
continue in full force and effect.
10.12 Remedies and Injunctive
Relief. It is expressly agreed among the parties hereto that
monetary damages would be inadequate to compensate a party hereto for any breach
by any other party of its covenants in Articles 6 and 8 hereof. Accordingly, the
parties agree and acknowledge that any such violation or threatened violation
will cause irreparable injury to the other and that, in addition to any other
remedies which may be available, such party will be entitled to injunctive
relief against the threatened breach of Article 6 hereof or the continuation of
any such breach without the necessity of proving actual damages and may seek to
specifically enforce the terms thereof.
17
10.13 Governing
Law. This Agreement shall be governed and construed in
accordance with the laws of the California without regard to principles of
conflicts of law. Each of the parties consents to the exclusive jurisdiction of
the federal courts whose districts encompass any part of the Northern District
of California or the state courts of the State of California sitting in the
County and City of San Francisco in connection with any dispute arising under
this Agreement or any of the other Transaction Agreements and hereby waives, to
the maximum extent permitted by law, any objection, including any objection
based on forum non conveniens, to the bringing of any such proceeding in such
jurisdictions or to any claim that such venue of the suit, action or proceeding
is improper.
IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be duly executed as of the day and year first
above written.
|
SOONER
HOLDINGS, INC.
|
CHINESE
WEITUO TECHNICAL LIMITED
|
||||
|
By:
|
/s/ R.C. Cunningham II |
By:
|
/s/
Ang Kang Han
|
||
|
R.C.
Cunningham II, President
|
Ang
Kang Han
|
||||
Company
Signature Page to Securities Exchange Agreement
18
SOONER
HOLDINGS SHAREHOLDERS
|
R.C.
CUNNINGHAM II
|
R.C.
CUNNINGHAM III
|
||
|
/s/
R.C. CUNNINGHAM II
|
/s/
R.C. CUNNINGHAM III
|
||
Sooner
Holdings Shareholders Signature Page to Securities Exchange
Agreement
19
CHINESE
WEITUO TECHNICAL LIMITED SHAREHOLDERS
|
CHINA
CHANGESHENG INVESTMENT LIMITED
|
CHINA
LONGSHAN INVESTMENT LIMITED
|
|||||||
|
By:
|
/s/ Tsoi Sau Lun |
By:
|
/s/ Sau Lun | |||||
|
|
||||||||
|
Title:
|
Director |
Title:
|
Director | |||||
|
815
Shares Owned
|
50
Shares
Owned
|
|||||||
|
HIGH-REPUTATION
ASSETS MANAGEMENT LONGSHAN LIMITED
|
JOINT
RISE INVESTMENT LIMITED
|
|||||||
|
By:
|
/s/ Li Ling |
By:
|
/s/ Lee Hon Wah | |||||
|
|
||||||||
|
Title:
|
Director |
Title:
|
Director | |||||
|
50
Shares Owned
|
45
Shares
Owned
|
|||||||
|
W-LINK
INVESTMENT LIMITED
|
||||||||
|
By:
|
/s/ Li Chung Ying Peter |
|
||||||
|
|
||||||||
|
Title:
|
Director |
|
||||||
|
40
Shares Owned
|
||||||||
Company
Shareholders Signature Page to Securities Exchange Agreement
20
Exhibit
A
Allocation
of Sooner Holdings Series A Preferred
|
Name
|
Total Number of
Shares of Sooner
Holdings Series A
Preferred
|
|
|
China
Changsheng Investment Limited
|
15,648
|
|
|
China
Longshan Investment Limited
|
960
|
|
|
High
-Reputation Assets Management Longshan Limited
|
960
|
|
|
Joint
Rise Investment Limited
|
864
|
|
|
W-Link
Investment Limited
|
768
|
|
|
Total
|
19,200
|
21
Exhibit
B
Sooner
Holdings Disclosure Schedule
None
22
Exhibit
C
Company
Disclosure Schedule
None
23