Attached files
| file | filename |
|---|---|
| 8-K - Celestial Delights USA Corp. | v170762_8k.htm |
| EX-99.1 - Celestial Delights USA Corp. | v170762_ex99-1.htm |
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Exhibit
10.1
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LETTER
OF INTENT
THIS LETTER OF INTENT,
hereinafter referred to as the “LOI”, is entered into by and,
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BETWEEN:
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CELESTIAL DELIGHTS USA,
INC., a Nevada corporation having an office at 1694 Falmouth Road
#150, Centerville, Massachusetts USA 02632-2933
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| (“COMPANY”) | |
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AND:
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HAN
WIND ENERGY CORPORATION, a
corporation registered under the laws of the British Virgin Islands, c/o
DGM Bank and Trust Inc. Chamberlain Place, Broad Street, Bridgetown,
Barbados
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| (“HWE”) |
WHEREAS, HWE is a project
development company founded by DGM Bank and Trust Inc., Azure International and
Thomson Associates to promote and develop wind energy parks in the area of
HuiTengLiang, Inner Mongolia, China.
AND WHEREAS, the Company is a
publicly listed company on the OTC bulletin board in the United States of
America and is interested in pursuing and developing opportunities in electrical
energy production and transmission in China.
AND WHEREAS, HWE and the
Company have both expressed interest in cooperating on a dormant project that
was initiated by HWE with the intent to gain the necessary wind studies,
licensing and approvals required to obtain permission to develop a wind farm on
a specified property over which HWE had been granted wind farm development
rights by the appropriate regulatory agency in China (the “Project”).
NOW, THEREFORE, in
consideration of $10.00 and other good and valuable consideration, the parties
agree as follows:
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1.
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HWE
has brought the Project to a certain point of development from 2005
through to 2008 but has failed in getting all the requisite permissions
and, subsequently, due to the recent global financial crisis, HWE has been
unable to get further financing to bring the Project to completion. The
Company agrees to perform regulatory and financial due diligence
investigation on the Project to determine the viability of re-launching
the Project and obtaining the requisite permissions from the relevant
authorities.
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2.
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Upon
execution of this LOI, HWE shall take all necessary action to obtain
authorization from the Board of Directors of HWE to grant consent to the
Company to act as agent for HWE to investigate, assess, and make a full
appraisal of the status of the Project and provide their comments and
opinions on the steps necessary to re-launch the Project. In addition, the
Board of HWE will extend the authority of the Company to enter into
discussions on behalf of HWE with the relevant authorities and potential
investors to advance the completion of the Project, including obtaining
all necessary licenses and permits.
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3.
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The
Company and HWE agree that they will endeavor on a best efforts basis to
enter into a definitive agreement in the event the Company determines
through Due Diligence that the Project is viable and that the Company can
advance the Project forward and towards completion. Such a
definitive agreement will include the terms under which HWE’s stockholders
will transfer HWE’s rights in the Project to the Company. “Due
Diligence” shall mean the Company’s appraisal of all documents, licenses,
approvals, contact records, contracts, rights and permissions related to
the Project (the investigation is not limited to documentary records and
shall extend to the full dissemination of any and all information related
to the Project including personal interviews, meetings, phone calls and
any other means of discussing the status and details of the Project with
the relevant authorities and
intermediaries).
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4.
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The
definitive agreement shall contain customary representation and
warranties, covenants and indemnification
provisions.
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5.
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The
terms of this LOI are subject to the approval of the shareholders of
HWE.
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6.
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Either
party may terminate this LOI upon thirty (30) days prior written
notice.
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7.
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The
Company shall pay all costs and expenses incurred in connection with this
LOI and the transactions contemplated hereunder and as requested in
writing to be performed by HWE.
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8.
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In
consideration of the time and effort the Company will incur to pursue this
transaction, HWE agrees that, from the date of execution of this LOI (or,
if sooner, until such time as the parties agree in writing to terminate
this LOI) until the closing of the definitive agreement, neither HWE nor
its stockholders nor any person or entity acting on their behalf will in
any way directly or indirectly (i) solicit, initiate, encourage or
facilitate any offer to directly or indirectly pursue completion of the
Project, (ii) enter into any discussions, negotiations or agreements with
any person or entity which provide for such pursuit, or (iii) provide to
any persons other than the Company or its representatives any information
or data related to the Project or afford access to the properties, books
or records of HWE as they relate to the Project, to any such persons. HWE
will promptly notify the Company of any inquiry or proposal received
by HWE, its shareholders or its representatives regarding the
aforementioned.
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9.
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Each
party agrees and acknowledges that such party and its directors, officers,
employees, agents and representatives will disclose business information
and information about the proposed transaction in the course of securing
financings for the Company and the Project, and that the parties and their
representatives may be required to disclose that information under the
continuous disclosure requirements of the Securities Exchange Act of
1934.
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10.
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This
LOI shall be construed in accordance with, and governed by, the laws of
the State of Nevada, and each party separately and unconditionally
subjects to the jurisdiction of any court of competent authority in the
State of Nevada, and the rules and regulations thereof, for all purposes
related to this agreement and/or their respective performance
hereunder.
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11.
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The
parties shall prepare, execute and file any and all documents necessary to
comply with all applicable federal and state securities laws, rules and
regulations in any jurisdiction where they are required to do
so.
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12.
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If
any term or provision hereof shall be held illegal or invalid, this LOI
shall be construed and enforced as if such illegal or invalid term or
provision had not been contained
herein.
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13.
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This
LOI may be executed in counterparts, by original or facsimile signature,
with the same effect as if the signatures to each such counterpart were
upon a single instrument; and each counterpart shall be enforceable
against the party actually executing such counterpart. All
counterparts shall be deemed an original
copy.
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14.
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The
delay or failure of a party to enforce at any time any provision of this
LOI shall in no way be considered a waiver of any such provision, or any
other provision of this LOI. No waiver of, delay or failure to
enforce any provision of this LOI shall in any way be considered a
continuing waiver or be construed as a subsequent waiver of any such
provision, or any other provision of this
LOI.
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DATED
EFFECTIVE __________, 2010
CELESTIAL
DELIGHTS USA, INC.
_____________________________________
HAN
WIND ENERGY CORPORATION
_____________________________________