Attached files
| file | filename |
|---|---|
| 8-K - iDcentrix, Inc. | v190010_8k.htm |
| EX-21 - iDcentrix, Inc. | v190010_ex21.htm |
| EX-10.5 - iDcentrix, Inc. | v190010_ex10-5.htm |
| EX-10.1 - iDcentrix, Inc. | v190010_ex10-1.htm |
| EX-10.4 - iDcentrix, Inc. | v190010_ex10-4.htm |
| EX-10.3 - iDcentrix, Inc. | v190010_ex10-3.htm |
| EX-10.2 - iDcentrix, Inc. | v190010_ex10-2.htm |
| EX-10.6 - iDcentrix, Inc. | v190010_ex10-6.htm |
SHARE
EXCHANGE
AGREEMENT
by
and among
iDcentrix,
Inc.
a Nevada
corporation
and
Honour
Bond Limited
a Hong
Kong Corporation
and
the
Shareholders of
Honour
Bond Limited.
and
Tsoi
Tik Man
and
Dandong
LongSheng Horticulture Technology Co., Ltd.
a PRC
company
Dated as
of July 16, 2010
B-1
SHARE
EXCHANGE AGREEMENT
THIS SHARE EXCHANGE
AGREEMENT (hereinafter referred to as this “Agreement”) is
entered into as of this 16th day of July, 2010, by and between iDcentrix, Inc.,
a Nevada corporation ( “iDcentrix”), Honour
Bond Limited, a Hong Kong company ( “Honour Bond”), Tsoi
Tik Man (“Majority
Shareholder”), Dandong LongSheng Horticulture Technology Co., Ltd., a
Peoples Republic of China company, (“Dandong”), and the
shareholders of Honour Bond (the “Honour
Bond Shareholders”), upon the following premises:
Premises
WHEREAS, iDcentrix is a
publicly traded corporation quoted on the Over-The-Counter Bulletin Board (the
“OTCBB”);
WHEREAS, iDcentrix agrees to
acquire up to 100% of the issued and outstanding shares of Honour Bond from the
Honour Bond Shareholders in exchange for the issuance of certain shares of
iDcentrix (the “Exchange”) and the
Honour Bond Shareholders agree to exchange their shares of Honour Bond on the
terms described herein. On the Closing Date (as defined in Section 4.05), Honour
Bond will become a wholly-owned subsidiary of iDcentrix;
WHEREAS, the boards of
directors of iDcentrix and Honour Bond have determined, subject to the terms and
conditions set forth in this Agreement, that the transaction contemplated hereby
is desirable and in the best interests of their stockholders,
respectively. This Agreement is being entered into for the purpose of
setting forth the terms and conditions of the proposed acquisition.
Agreement
NOW THEREFORE, on the stated
premises and for and in consideration of the mutual covenants and agreements
hereinafter set forth and the mutual benefits to the parties to be derived here
from, and intending to be legally bound hereby, it is hereby agreed as
follows:
ARTICLE
I
REPRESENTATIONS,
COVENANTS, AND WARRANTIES OF HONOUR BOND LIMITED
As an
inducement to, and to obtain the reliance of iDcentrix, except as set forth in
the Honour Bond Schedules (as hereinafter defined), Honour Bond represents and
warrants as of the Closing Date, as defined below, as follows:
Section
1.01 Incorporation.
Honour
Bond is a company duly incorporated, validly existing, and in good standing
under the laws of the Special Administrative Region of Hong Kong and has the
corporate power and is duly authorized under all applicable laws, regulations,
ordinances, and orders of public authorities to carry on its business in all
material respects as it is now being conducted. Included in the
Honour Bond Schedules are complete and correct copies of the memorandum of
association and articles of association of Honour Bond as in effect on the date
hereof, as well as true and correct copies of the Certificate of Incorporation
and the Business Registration Certificate. The execution and delivery
of this Agreement does not, and the consummation of the transactions
contemplated hereby will not, violate any provision of Honour Bond’s memorandum
of association or articles of association. Honour Bond has taken all
actions required by law, its memorandum of association and articles of
association, or otherwise to authorize the execution and delivery of this
Agreement. Honour Bond has full power, authority, and legal capacity
and has taken all action required by law, its memorandum of association and
articles of association, and otherwise to consummate the transactions herein
contemplated.
B-2
Section
1.02 Authorized
Shares. The
number of shares which Honour Bond is authorized to issue consists of 999 shares
of a single class, par value of HK$1 per share. There are 999 shares
currently issued and outstanding. The issued and outstanding shares
are validly issued, fully paid, and non-assessable and not issued in violation
of the preemptive or other rights of any person.
Section
1.03 Subsidiaries and Predecessor
Corporations. Except
as set forth in the Honour Bond Schedule 1.03, Honour
Bond does not have any subsidiaries, and does not own, beneficially or of
record, any shares of or control any other corporation. For purposes
hereinafter, the term “Honour Bond” also includes those subsidiaries set forth
on the Honour Bond Schedules.
Section
1.04 Financial
Statements.
(a) Included
in the Honour Bond Schedule 1.04 are (i)
the audited balance sheets of Dandong as of December 31, 2008 and December 31,
2009 and the related audited statements of operations, stockholders’ equity and
cash flows for the fiscal years ended December 31, 2008 and December 31, 2009
together with the notes to such statements and the opinion of Friedman LLP,
independent certified public accountants and (ii) the unaudited
consolidated financial statements of Honour Bond for the quarter ended March 31,
2010 and March 31, 2009. All such financial statements have been prepared in
accordance with generally accepted accounting principles consistently applied
throughout the periods involved. The Dandong balance sheets are true and
accurate and present fairly as of their respective dates the financial condition
of Dandong. The Honour Bond balance sheets are true and accurate and
present fairly as of their respective dates the financial condition of Honour
Bond. As of the date of such balance sheets, except as and to the
extent reflected or reserved against therein, Honour Bond and Dandong had no
liabilities or obligations (absolute or contingent) which should be reflected in
the balance sheets or the notes thereto prepared in accordance with generally
accepted accounting principles, and all assets reflected therein are properly
reported and present fairly the value of the assets of Honour Bond and Dandong,
in accordance with generally accepted accounting principles. The statements of
operations, stockholders’ equity and cash flows reflect fairly the information
required to be set forth therein by generally accepted accounting
principles.
(b) Honour
Bond has duly and punctually paid all governmental fees and taxation which it
has become liable to pay and has duly allowed for all taxation reasonably
foreseeable and is under no liability to pay any penalty or interest in
connection with any claim for governmental fees or taxation and Honour Bond has
made any and all proper declarations and returns for taxation purposes and all
information contained in such declarations and returns is true and complete and
full provision or reserves have been made in its financial statements for all
governmental fees and taxation.
(c) The
books and records, financial and otherwise, of Honour Bond are in all material
aspects complete and correct and have been maintained in accordance with
generally accepted accounting principles consistently applied throughout the
periods involved.
(d) All
of Honour Bond’s assets are reflected on its financial statements, and, except
as set forth in the Honour Bond Schedules or the financial statements of Honour
Bond or the notes thereto, Honour Bond has no material liabilities, direct or
indirect, matured or unmatured, contingent or otherwise.
B-3
Section
1.05 Information. The
information concerning Honour Bond set forth in this Agreement and in the Honour
Bond Schedules is complete and accurate in all material respects and does not
contain any untrue statement of a material fact or omit to state a material fact
required to make the statements made, in light of the circumstances under which
they were made, not misleading. In addition, Honour Bond has fully
disclosed in writing to iDcentrix (through this Agreement or the Honour Bond
Schedules) all information relating to matters involving Honour Bond or its
assets or its present or past operations or activities which (i) indicated or
may indicate, in the aggregate, the existence of a greater than $500,000
liability, (ii) have led or may lead to a competitive disadvantage on the part
of Honour Bond or (iii) either alone or in aggregation with other information
covered by this Section, otherwise have led or may lead to a material adverse
effect on Honour Bond, its assets, or its operations or activities as presently
conducted or as contemplated to be conducted after the Closing Date, including,
but not limited to, information relating to governmental, employee,
environmental, litigation and securities matters and transactions with
affiliates.
Section
1.06 Options or
Warrants. Except
as set forth in the Honour Bond Schedule 1.06, there
are no existing options, warrants, calls, or commitments of any character
relating to the authorized and unissued stock of Honour Bond.
Section
1.07 Absence of Certain Changes
or Events. Since
March 31, 2010:
(a) There
has not been any material adverse change in the business, operations,
properties, assets, or condition (financial or otherwise) of Honour
Bond;
(b) Honour
Bond has not (i) amended its memorandum of association or articles of
association; (ii) declared or made, or agreed to declare or make, any payment of
dividends or distributions of any assets of any kind whatsoever to stockholders
or purchased or redeemed, or agreed to purchase or redeem, any of its shares;
(iii) made any material change in its method of management, operation or
accounting, (iv) entered into any other material transaction other than sales in
the ordinary course of its business; or (v) made any increase in or adoption of
any profit sharing, bonus, deferred compensation, insurance, pension,
retirement, or other employee benefit plan, payment, or arrangement made to,
for, or with its officers, directors, or employees; and
(c) Honour
Bond has not (i) granted or agreed to grant any options, warrants or other
rights for its stocks, bonds or other corporate securities calling for the
issuance thereof, (ii) borrowed or agreed to borrow any funds or incurred, or
become subject to, any material obligation or liability (absolute or contingent)
except as disclosed herein and except liabilities incurred in the ordinary
course of business; (iii) sold or transferred, or agreed to sell or transfer,
any of its assets, properties, or rights or canceled, or agreed to cancel, any
debts or claims; or (iv) issued, delivered, or agreed to issue or deliver any
stock, bonds or other corporate securities including debentures (whether
authorized and unissued or held as treasury stock) except in connection with
this Agreement.
Section
1.08 Litigation and
Proceedings. Except
as disclosed on Schedule 1.08, there
are no actions, suits, proceedings, or investigations pending or, to the
knowledge of Honour Bond after reasonable investigation, threatened by or
against Honour Bond or affecting Honour Bond or its properties, at law or in
equity, before any court or other governmental agency or instrumentality,
domestic or foreign, or before any arbitrator of any kind. Honour
Bond does not have any knowledge of any material default on its part with
respect to any judgment, order, injunction, decree, award, rule, or regulation
of any court, arbitrator, or governmental agency or instrumentality or of any
circumstances which, after reasonable investigation, would result in the
discovery of such a default.
B-4
Section
1.09 Contracts.
(a) All
“material” contracts, agreements, franchises, license agreements, debt
instruments or other commitments to which Honour Bond is a party or
by which it or any of its assets, products, technology, or properties are bound
other than those incurred in the ordinary course of business are set forth on
the Honour Bond Schedules. A “material” contract, agreement,
franchise, license agreement, debt instrument or commitment is one which (i)
will remain in effect for more than six (6) months after the date of this
Agreement or (ii) involves aggregate obligations of at least five thousand
dollars ($5,000);
(b) All
contracts, agreements, franchises, license agreements, and other commitments to
which Honour Bond is a party or by which its properties are bound and which are
material to the operations of Honour Bond taken as a whole are valid and
enforceable by Honour Bond in all respects, except as limited by bankruptcy and
insolvency laws and by other laws affecting the rights of creditors generally;
and
(c) Except
as included or described in the Honour Bond Schedule 1.09 or
reflected in the most recent Honour Bond balance sheet, Honour Bond is not a
party to any oral or written (i) contract for the employment of any officer or
employee; (ii) profit sharing, bonus, deferred compensation, stock option,
severance pay, pension benefit or retirement plan, (iii) agreement, contract, or
indenture relating to the borrowing of money, (iv) guaranty of any obligation;
(vi) collective bargaining agreement; or (vii) agreement with any present or
former officer or director of Honour Bond.
Section
1.10 No
Conflict With Other Instruments. The
execution of this Agreement and the consummation of the transactions
contemplated by this Agreement will not result in the breach of any term or
provision of, constitute a default under, or terminate, accelerate or modify the
terms of any indenture, mortgage, deed of trust, or other material agreement, or
instrument to which Honour Bond is a party or to which any of its assets,
properties or operations are subject.
Section
1.11 Compliance With Laws and
Regulations. To the
best of its knowledge, Honour Bond has complied with all applicable statutes and
regulations of any federal, state, or other governmental entity or agency
thereof, except to the extent that noncompliance would not materially and
adversely affect the business, operations, properties, assets, or condition of
Honour Bond or except to the extent that noncompliance would not result in the
occurrence of any material liability for Honour Bond. This compliance
includes, but is not limited to, the filing of all reports to date with federal
and state securities authorities.
Section
1.12 Approval of
Agreement. The
Board of Directors of Honour Bond has authorized the execution and delivery of
this Agreement by Honour Bond and has approved this Agreement and the
transactions contemplated hereby, and will recommend to the Honour Bond
Shareholders that the Exchange be accepted.
Section
1.13 Honour
Bond Schedules. Honour
Bond has delivered to iDcentrix the following schedules, which are collectively
referred to as the “Honour Bond Schedules” and which consist of separate
schedules dated as of the date of execution of this Agreement, all certified by
the chief executive officer of Honour Bond as complete, true, and correct as of
the date of this Agreement in all material respects:
(a) a
schedule containing complete and correct copies of the memorandum of association
and articles of association of Honour Bond in effect as of the date of this
Agreement;
(b) a
schedule containing the financial statements of Honour Bond identified in
paragraph 1.04(a);
B-5
(c) a
schedule setting forth a description of any material adverse change in the
business, operations, property, inventory, assets, or condition of Honour Bond
since March 31, 2010, required to be provided pursuant to Section 1.07
hereof;
(d) a
schedule of any exceptions to the representations made herein; and
(e) a
schedule containing the other information requested above.
Honour
Bond shall cause the Honour Bond Schedules and the instruments and data
delivered to iDcentrix hereunder to be promptly updated after the date hereof up
to and including the Closing Date.
Section
1.14 Valid
Obligation. This
Agreement and all agreements and other documents executed by Honour Bond in
connection herewith constitute the valid and binding obligation of Honour Bond,
enforceable in accordance with its or their terms, except as may be limited by
bankruptcy, insolvency, moratorium or other similar laws affecting the
enforcement of creditors’ rights generally and subject to the qualification that
the availability of equitable remedies is subject to the discretion of the court
before which any proceeding therefore may be brought.
Section
1.15 PRC
Laws and Regulations. To the best of their knowledge, Honour Bond’s
subsidiary in PRC and Dandong are in compliance with all applicable PRC laws and
regulations. All material consents, approvals, authorizations or
licenses requisite under PRC law for the due and proper establishment and
operation of Honour Bond’s subsidiary in PRC and Dandong doing business in the
PRC have been duly obtained from the relevant PRC governmental authorities and
are in full force and effect.
ARTICLE
IA
REPRESENTATIONS,
COVENANTS, AND WARRANTIES OF DANDONG
As an inducement
to, and to obtain the reliance of iDcentrix, except as set forth in the Dandong
Schedules (as hereinafter defined), Dandong represents and warrants as of the
Closing Date, as defined below, as follows:
Section
1A.01 Incorporation. Dandong
is a company duly incorporated, validly existing, and in good standing under the
laws of the People’s Republic of China and has the corporate power and is duly
authorized under all applicable laws, regulations, ordinances, and orders of
public authorities to carry on its business in all material respects as it is
now being conducted. The Articles of Association of Dandong have been
registered with the Administration for Industry and Commerce of Zheng’an County
of Dandong and are legal, valid and binding. The registered business scope of
Dandong is breeding, planting and sale of flowers and plants, which is not
categorized as “prohibited industries” for foreign investment in accordance with
the provisions of PRC Catalogue of Industries for Guiding Foreign Investment,
and complies with the PRC industrial policy for foreign investment. The current
registered capital of Dandong is RMB 100,000 (approximately US $14,165).
According to Capital Verification Report (Dandong Zheng Yan Zi (2008) No.027)
issued by Dandong Dong Zheng Certified Public Accountants Co., Ltd. as of the
date of March 12, 2008, the total registered capital, has been paid. Included in
the Dandong Schedules are complete and correct copies of Articles of Association
and its amendment dated as of January 4, 2010 and registered with the
Administration for Industry and Commerce of Zheng’an County of Dandong; Business
License issued by the Administration for Industry and Commerce of Zheng’an
County of Dandong on Janurary 7, 2010; Organization Code Certificate
issued by Qualification & Technology Supervision Bureau of Dandong on March
18, 2008; Taxation Registration Certificates issued by National Tax Bureau of
Dandong on March 10, 2010 and Local Tax Bureau of Dandong on March
10, 2010 as in effect on the date hereof. The execution and delivery of this
Agreement does not, and the consummation of the transactions contemplated hereby
will not, violate any provision of Dandong’s corporate
documents. Dandong has taken all actions required by law, its
constituent documents or otherwise to authorize the execution and delivery of
this Agreement. Dandong has full power, authority, and legal capacity
and has taken all action required by law, its constituent documents, and
otherwise to consummate the transactions herein contemplated.
B-6
Section
1A.02 Subsidiaries and Predecessor
Corporations. Except
as set forth in the Dandong Schedule 1A.02,
Dandong does not have any subsidiaries, and does not own, beneficially or of
record, any shares of or control any other corporation. For purposes
hereinafter, the term “Dandong” also includes those subsidiaries set forth on
the Dandong Schedules.
Section
1A.03 Financial
Statements.
(a) Included
in the Dandong Schedule 1A.03 are
(i) the audited balance sheets of Dandong as of December 31, 2008 and December
31, 2009 and the related audited statements of operations, stockholders’ equity
and cash flows for the fiscal years ended December 31, 2008 and December 31,
2009 together with the notes to such statements and the opinion of Friedman LLP,
independent certified public accountants and (ii) the unaudited
consolidated financial statements of Honour Bond for the quarter ended March 31,
2010 and March 31, 2009. All such financial statements have been prepared in
accordance with generally accepted accounting principles consistently applied
throughout the periods involved. The Dandong balance sheets are true and
accurate and present fairly as of their respective dates the financial condition
of Dandong. As of the date of such balance sheets, except as and to
the extent reflected or reserved against therein, Dandong had no liabilities or
obligations (absolute or contingent) which should be reflected in the balance
sheets or the notes thereto prepared in accordance with generally accepted
accounting principles, and all assets reflected therein are properly reported
and present fairly the value of the assets of Dandong, in accordance with
generally accepted accounting principles. The statements of operations,
stockholders’ equity and cash flows reflect fairly the information required to
be set forth therein by generally accepted accounting principles.
(b) Dandong
has duly and punctually paid all governmental fees and taxation which it has
become liable to pay and has duly allowed for all taxation reasonably
foreseeable and is under no liability to pay any penalty or interest in
connection with any claim for governmental fees or taxation and Dandong has made
any and all proper declarations and returns for taxation purposes and all
information contained in such declarations and returns is true and complete and
full provision or reserves have been made in its financial statements for all
governmental fees and taxation.
(c) The
books and records, financial and otherwise, of Dandong are in all material
aspects complete and correct and have been maintained in accordance with
generally accepted accounting principles consistently applied throughout the
periods involved.
(d) All
of Dandong’s assets are reflected on its financial statements, and, except as
set forth in the Dandong Schedules or the financial statements of Dandong or the
notes thereto, Dandong has no material liabilities, direct or indirect, matured
or unmatured, contingent or otherwise.
Section
1A.04 Information. The
information concerning Dandong set forth in this Agreement and in the Dandong
Schedules is complete and accurate in all material respects and does not contain
any untrue statement of a material fact or omit to state a material fact
required to make the statements made, in light of the circumstances under which
they were made, not misleading. In addition, Dandong has fully
disclosed in writing to iDcentrix (through this Agreement or the Dandong
Schedules) all information relating to matters involving Dandong or its assets
or its present or past operations or activities which (i) indicated or may
indicate, in the aggregate, the existence of a greater than $500,000 liability,
(ii) have led or may lead to a competitive disadvantage on the part of Dandong
or (iii) either alone or in aggregation with other information covered by this
Section, otherwise have led or may lead to a material adverse effect on Dandong,
its assets, or its operations or activities as presently conducted or as
contemplated to be conducted after the Closing Date, including, but not limited
to, information relating to governmental, employee, environmental, litigation
and securities matters and transactions with affiliates.
B-7
Section
1A.05 Options or
Warrants. Except
as set forth in the Dandong Schedule 1A.06, there
are no existing options, warrants, calls, or commitments of any character
relating to the authorized and unissued stock of Dandong.
Section
1A.06 Absence of Certain Changes
or Events. Since
March 31, 2010:
(a) There
has not been any material adverse change in the business, operations,
properties, assets, or condition (financial or otherwise) of
Dandong;
(b) Dandong
has not (i) amended its constituent documents which would adversely affect the
execution and enforcement of this Agreement and transactions contemplated
hereunder; (ii) declared or made, or agreed to declare or make, any payment of
dividends or distributions of any assets of any kind whatsoever to stockholders
or purchased or redeemed, or agreed to purchase or redeem, any of its shares;
(iii) made any material change in its method of management, operation or
accounting, (iv) entered into any other material transaction other than sales in
the ordinary course of its business; or (v) made any increase in or adoption of
any profit sharing, bonus, deferred compensation, insurance, pension,
retirement, or other employee benefit plan, payment, or arrangement made to,
for, or with its officers, directors, or employees; and
(c) Dandong
has not (i) granted or agreed to grant any options, warrants or other rights for
its stocks, bonds or other corporate securities calling for the issuance
thereof, (ii) borrowed or agreed to borrow any funds or incurred, or become
subject to, any material obligation or liability (absolute or contingent) except
as disclosed herein including without limitation, acting as guarantor for a
third party and except liabilities incurred in the ordinary course of business;
(iii) sold or transferred, or agreed to sell or transfer, any of its assets,
properties, or rights or canceled, or agreed to cancel, any debts or claims; or
(iv) issued, delivered, or agreed to issue or deliver any stock, bonds or other
corporate securities including debentures (whether authorized and unissued or
held as treasury stock) except in connection with this Agreement.
Section
1A.07 Litigation and
Proceedings. Except
as disclosed on Schedule 1A.07, there
are no actions, suits, proceedings, or investigations pending or, to the
knowledge of Dandong after reasonable investigation, threatened by or against
Dandong or affecting Dandong or its properties, at law or in equity, before any
court or other governmental agency or instrumentality, domestic or foreign, or
before any arbitrator of any kind. Dandong does not have any
knowledge of any material default on its part with respect to any judgment,
order, injunction, decree, award, rule, or regulation of any court, arbitrator,
or governmental agency or instrumentality or of any circumstances which, after
reasonable investigation, would result in the discovery of such a
default.
Section
1A.08 Contracts.
(a) All
“material” contracts, agreements, franchises, license agreements, debt
instruments or other commitments to which Dandong is a party or by
which it or any of its assets, products, technology, or properties are bound
other than those incurred in the ordinary course of business are set forth on
the Dandong Schedules. A “material” contract, agreement, franchise,
license agreement, debt instrument or commitment is one which (i) will remain in
effect for more than six (6) months after the date of this Agreement or (ii)
involves aggregate obligations of at least five thousand dollars
($5,000);
B-8
(b) All
contracts, agreements, franchises, license agreements, and other commitments to
which Dandong is a party or by which its properties are bound and which are
material to the operations of Dandong taken as a whole are valid and enforceable
by Dandong in all respects, except as limited by bankruptcy and insolvency laws
and by other laws affecting the rights of creditors generally; and
(c) Except
as included or described in the Dandong Schedule 1A.08 or
reflected in the most recent Honour Bond balance sheet, Dandong is not a party
to any oral or written (i) contract for the employment of any officer or
employee; (ii) profit sharing, bonus, deferred compensation, stock option,
severance pay, pension benefit or retirement plan, (iii) agreement, contract, or
indenture relating to the borrowing of money, (iv) guaranty of any obligation;
(vi) collective bargaining agreement; or (vii) agreement with any present or
former officer or director of Dandong.
Section
1A.09 No
Conflict With Other Instruments. The
execution of this Agreement and the consummation of the transactions
contemplated by this Agreement will not result in the breach of any term or
provision of, constitute a default under, or terminate, accelerate or modify the
terms of any indenture, mortgage, deed of trust, or other material agreement, or
instrument to which Dandong is a party or to which any of its assets, properties
or operations are subject. The execution, delivery and performance of this
Agreement and the consummation of the transactions herein contemplated will not
(A) conflict with or result in a breach or violation of any of the terms or
provisions of, or constitute a default under, or result in the creation or
imposition of any lien, charge or encumbrance upon any property or assets of
Dandong pursuant to any indenture, mortgage, deed of trust, loan agreement or
other agreement or instrument to which Dandong is a party or by which Dandong is
bound or to which any of the property or assets of Dandong is subject, (B)
result in any violation of the provisions of the Company’s constituent documents
or (C) result in the violation of any law or statute or any judgment, order,
rule, regulation or decree of any court or arbitrator or federal, state, local
or foreign governmental agency or regulatory authority having jurisdiction over
Dandong or any of their properties or assets (each, a “Governmental
Authority”). No consent, approval, authorization or order of,
or registration or filing with any Governmental Authority is required for the
execution, delivery and performance of this Agreement or for the consummation of
the transactions contemplated hereby and Dandong has full power and authority to
enter into this Agreement and to consummate the transactions contemplated
hereby, including the authorization, issuance and sale of the Securities as
contemplated by this Agreement.
Section
1A.10 Compliance With Laws and
Regulations. Dandong
has complied with all applicable statutes and regulations of any federal, state,
or other governmental entity or agency thereof, except to the extent that
noncompliance would not materially and adversely affect the business,
operations, properties, assets, or condition of Dandong or except to the extent
that noncompliance would not result in the occurrence of any material liability
for Dandong. This compliance includes, but is not limited to, the
filing of all reports to date with Governmental Authority. As of the
date hereof, the Rules on Mergers and Acquisitions of Domestic Enterprises by
Foreign Investors jointly promulgated by the Ministry of Commerce, the State
Assets Supervision and Administration Commission, the State Tax
Administration, the State Administration of Industry and Commerce, the China
Securities Regulatory Commission (“CSRC”) and
the State Administration of Foreign Exchange of the PRC on August 8, 2006 (the
“M&A
Rules”) or any official clarifications, guidance, interpretations or
implementation rules in connection with or related to the M&A Rules did not
and do not apply to the transaction contemplated by this Agreement, the prior
restructuring activities of Honour Bond and Dandong or if they did or do apply,
that Dandong has complied with all such rules and regulations. Neither CSRC nor
other PRC government agencies’ approval is required in connection with the
above.
B-9
Section
1A.11 Approval of
Agreement. The
Board of Directors of Dandong has authorized the execution and delivery of this
Agreement by Dandong and has approved this Agreement and the transactions
contemplated hereby.
Section
1A.12 Dandong
Schedules. Dandong
has delivered to iDcentrix the following schedules, which are collectively
referred to as the “Dandong Schedules” and which consist of separate schedules
dated as of the date of execution of this Agreement, all certified by the chief
executive officer of Dandong as complete, true, and correct as of the date of
this Agreement in all material respects:
(a) a
schedule containing complete and correct copies of constituent documents of
Dandong in effect as of the date of this Agreement, including without
limitation, the documents as set forth in Section 1A.01 above;
(b) a
schedule containing the financial statements of Dandong identified in paragraph
1.A03(a);
(c) a
schedule setting forth a description of any material adverse change in the
business, operations, property, inventory, assets, or condition of Dandong since
March 31, 2010, required to be provided pursuant to Section 1A.07
hereof;
(d) a
schedule of any exceptions to the representations made herein; and
(e) a
schedule containing the other information requested above.
Dandong
shall cause the Dandong Schedules and the instruments and data delivered to
iDcentrix hereunder to be promptly updated after the date hereof up to and
including the Closing Date.
Section
1A.13 Valid
Obligation. This
Agreement and all agreements and other documents executed by Dandong in
connection herewith constitute the valid and binding obligation of Dandong,
enforceable in accordance with its or their terms, except as may be limited by
bankruptcy, insolvency, moratorium or other similar laws affecting the
enforcement of creditors’ rights generally and subject to the qualification that
the availability of equitable remedies is subject to the discretion of the court
before which any proceeding therefore may be brought.
Section 1A.14 Property. Dandong has good and marketable title
to all its property (in each case free and clear of all liens, claims, security
interests, other encumbrances or defects except as is disclosed on Dandong
Schedule
1A.14. Properties held
under lease by Dandong are held by it under valid, subsisting and enforceable
leases with only such exceptions with respect to any particular lease as do not
interfere in any material respect with the conduct of the business of
Dandong.
B-10
Section
1A.15 Intellectual
Property. Dandong owns, possesses, or can acquire on
reasonable terms, all Intellectual Property necessary for the conduct of its
business as now conducted, except as such failure to own, possess, or acquire
such rights would not result in a Material Adverse
Effect. Furthermore, (A) to the knowledge of Dandong, there is no
infringement, misappropriation or violation by third parties of any
such Intellectual Property, except as such infringement, misappropriation or
violation would not result in a Material Adverse Effect; (B) there is no pending
or, to the knowledge of Dandong, threatened, action, suit, proceeding or claim
by others challenging Dandong’s rights in or to any such Intellectual Property,
and Dandong is not aware of any facts which would form a reasonable basis for
any such claim; (C) the Intellectual Property owned by Dandong, and the
Intellectual Property licensed to Dandong, has not been adjudged invalid or
unenforceable, in whole or in part, and there is no pending or threatened
action, suit, proceeding or claim by others challenging the validity or scope of
any such Intellectual Property, and Dandong is not aware of any facts which
would form a reasonable basis for any such claim; (D) there is no pending or
threatened action, suit, proceeding or claim by others that Dandong infringes,
misappropriates or otherwise violates any Intellectual Property or other
proprietary rights of others, Dandong has not received any written notice of
such claim and Dandong is not aware of any other fact which would form a
reasonable basis for any such claim; and (E) to the knowledge of Dandong, no
employee of Dandong is in or has ever been in violation of any term of any
employment contract, patent disclosure agreement, invention assignment
agreement, non-competition agreement, non-solicitation agreement, nondisclosure
agreement or any restrictive covenant to or with a former employer where the
basis of such violation relates to such employee’s employment with Dandong or
actions undertaken by the employee while employed with Dandong, except as such
violation would not result in a Material Adverse Effect. No name
which Dandong uses and no other aspect of the business of Dandong will involve
or give rise to any infringement of, or license or similar fees for, any
Intellectual Property of others material to the business or prospects of Dandong
and Dandong has not received any notice alleging any such infringement or
fee. “Intellectual
Property” shall mean all patents, patent applications, trade and service
marks, trade and service mark registrations, trade names, copyrights,
licenses, inventions, trade secrets, domain names, technology, know-how and
other intellectual property.
Section
1A.16 Fees. Other than as
contemplated by this Agreement, Dandong has not incurred any liability for any
finder’s or broker’s fee or agent’s commission in connection with the execution
and delivery of this Agreement or the consummation of the transactions
contemplated hereby.
Section
1A.17 Insurance. Dandong
carries, or is covered by, insurance from insurers with appropriately rated
claims paying abilities in such amounts and covering such risks as is adequate
for the conduct of its business and the value of its properties and as is
customary for companies engaged in similar businesses in similar industries; all
policies of insurance and any fidelity or surety bonds insuring Dandong or its
business, assets, employees, officers and directors are in full force and
effect; Dandong is in compliance with the terms of such policies and instruments
in all material respects; there are no claims by Dandong under any such policy
or instrument as to which any insurance company is denying liability or
defending under a reservation of rights clause; Dandong has not been refused any
insurance coverage sought or applied for; and Dandong has no reason
to believe that it will not be able to renew its existing insurance coverage as
and when such coverage expires or to obtain similar coverage from similar
insurers as may be necessary to continue its business at a cost that would not
have a Material Adverse Effect.
Section
1A.18 OFAC. Neither Dandong
nor any of its affiliates nor, any director, officer, agent, employee or
affiliate of Dandong or any of affiliates is currently subject to any U.S.
sanctions administered by the Office of Foreign Assets Control of the U.S.
Department of the Treasury (“OFAC”); no
action, suit or proceeding by or before any court or governmental agency,
authority or body or any arbitrator involving Dandong or any of its affiliates
with respect to U.S. sanctions administered by OFAC is pending or, to the
knowledge of Dandong, threatened; and Dandong will not directly or indirectly
lend, contribute or otherwise make available funds such proceeds to any party,
joint venture partner or other person or entity, for the purpose of financing
the activities of any person that would, if undertaken by a U.S. person as
defined in U.S. sanctions administered by OFAC, be prohibited by any
U.S. sanctions administered by OFAC.
Section
1A.19 Labor. No labor
problem or dispute with the employees of Dandong exists or is threatened or
imminent, and Dandong is not aware of any existing or imminent labor disturbance
by the employees of any of its principal suppliers, contractors or customers,
that could have a Material Adverse Effect.
B-11
Section
1A.20 PRC
Laws and Regulations. Dandong is in compliance with all applicable PRC
laws and regulations. All material consents, approvals, authorizations or
licenses requisite under PRC law for the due and proper establishment and
operation of Dandong have been duly obtained from the relevant PRC governmental
authorities and are in full force and effect.
ARTICLE
II
REPRESENTATIONS,
COVENANTS, AND WARRANTIES OF THE MAJORITY SHAREHOLDER
As an
inducement to, and to obtain the reliance of Honour Bond and the Honour Bond
Shareholders, except as set forth in the iDcentrix Schedules (as hereinafter
defined), the Majority Shareholder represents and warrants, as of the date
hereof and as of the Closing Date, as follows:
Section
2.01 Organization. iDcentrix
is a corporation duly incorporated, validly existing, and in good standing under
the laws of Nevada and has the corporate power and is duly authorized under all
applicable laws, regulations, ordinances, and orders of public authorities to
carry on its business in all material respects as it is now being
conducted. Included in the iDcentrix Schedules are complete and
correct copies of the certificate of incorporation and bylaws of iDcentrix (the
“Articles”) as
in effect on the date hereof. The execution and delivery of this Agreement does
not, and the consummation of the transactions contemplated hereby will not,
violate any provision of iDcentrix’s certificate of incorporation or
Articles. iDcentrix has taken all action required by law, its
certificate of incorporation, its Articles, or otherwise to authorize the
execution and delivery of this Agreement, and iDcentrix has full power,
authority, and legal right and has taken all action required by law, its
certificate of incorporation, Articles, or otherwise to consummate the
transactions herein contemplated.
Section
2.02 Capitalization.
(a)
iDcentrix’s authorized capitalization consists of
(a) 100,000,000 shares of common stock, par value $0.00001 per share, of which
240,130 shares are issued and outstanding. All issued and
outstanding shares are legally issued, fully paid, and non-assessable and not
issued in violation of the preemptive or other rights of any person. As of the
Closing Date, no shares of iDcentrix’s common stock were reserved for issuance
upon the exercise of outstanding options to purchase the common shares; (iv)
10,608 common shares were reserved for issuance upon the exercise of outstanding
warrants to purchase iDcentrix common shares; (v) no shares of preferred stock
were reserved for issuance to any party; and (vi) no common shares were reserved
for issuance upon the conversion of iDcentrix preferred stock or any outstanding
convertible notes, debentures or securities. All outstanding
iDcentrix common shares have been issued and granted in compliance with (i) all
applicable securities laws and (in all material respects) other applicable laws
and regulations, and (ii) all requirements set forth in any applicable
Contracts.
(b) There
are no equity securities, partnership interests or similar ownership interests
of any class of any equity security of iDcentrix, or any securities exchangeable
or convertible into or exercisable for such equity securities, partnership
interests or similar ownership interests, issued, reserved for issuance or
outstanding. Except as contemplated by this Agreement or as set
forth in Schedule
2.02, there are no subscriptions, options, warrants, equity securities,
partnership interests or similar ownership interests, calls, rights (including
preemptive rights), commitments or agreements of any character to which
iDcentrix is a party or by which it is bound obligating iDcentrix to issue,
deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem
or otherwise acquire, or cause the repurchase, redemption or acquisition of, any
shares of capital stock, partnership interests or similar ownership interests of
iDcentrix or obligating iDcentrix to grant, extend, accelerate the vesting of or
enter into any such subscription, option, warrant, equity security, call, right,
commitment or agreement. There is no plan or arrangement to issue
iDcentrix common shares or preferred stock except as set forth in this
Agreement.
B-12
Except as
contemplated by this Agreement and except as set forth in Schedule 2.02 hereto,
there are no registration rights, and there is no voting trust, proxy, rights
plan, anti-takeover plan or other agreement or understanding to which iDcentrix
is a party or by which it is bound with respect to any equity security of any
class of iDcentrix, and there are no agreements to which iDcentrix is a party,
or which iDcentrix has knowledge of, which conflict with this Agreement or the
transactions contemplated herein or otherwise prohibit the consummation of the
transactions contemplated hereunder.
Section
2.03 Subsidiaries and Predecessor
Corporations. Save
as otherwise provided in Schedule 2.03 iDcentrix does not have any predecessor
corporation(s), no subsidiaries, and does not own, beneficially or of record,
any shares of any other corporation.
Section
2.04 Financial
Statements.
(a) Included
in the iDcentrix Schedules are (i) the audited balance sheets of iDcentrix as of
January 31, 2010 and January 31 2009 and the related audited statements of
operations, stockholders’ equity and cash flows for January 31, 2010 and January
31, 2009, together with the notes to such statements and the opinion of Weinberg
& Company, P.A., independent certified public accountants, with respect
thereto;
(b) All
such financial statements have been prepared in accordance with generally
accepted accounting principles consistently applied throughout the periods
involved. The iDcentrix balance sheets are true and accurate and present fairly
as of their respective dates the financial condition of iDcentrix. As
of the date of such balance sheets, except as and to the extent reflected or
reserved against therein, iDcentrix had no liabilities or obligations (absolute
or contingent) which should be reflected in the balance sheets or the notes
thereto prepared in accordance with generally accepted accounting principles,
and all assets reflected therein are properly reported and present fairly the
value of the assets of iDcentrix, in accordance with generally accepted
accounting principles. The statements of operations, stockholders’ equity and
cash flows reflect fairly the information required to be set forth therein by
generally accepted accounting principles;
(d) iDcentrix
has no liabilities with respect to the payment of any federal, state, county,
local or other taxes (including any deficiencies, interest or penalties), except
for taxes accrued but not yet due and payable;
(e) iDcentrix
has timely filed all state, federal or local income and/or franchise tax returns
required to be filed by it from inception to the date hereof. Each of
such income tax returns reflects the taxes due for the period covered thereby,
except for amounts which, in the aggregate, are immaterial;
(f) The
books and records, financial and otherwise, of iDcentrix are in all material
aspects complete and correct and have been maintained in accordance with
generally accepted accounting principles consistently applied throughout the
periods involved; and
(g) All
of iDcentrix’s assets are reflected on its financial statements, and, except as
set forth in the iDcentrix Schedules or the financial statements of iDcentrix or
the notes thereto, iDcentrix has no material liabilities, direct or indirect,
matured or unmatured, contingent or otherwise.
B-13
Section
2.05 Information. The
information concerning iDcentrix set forth in this Agreement and the iDcentrix
Schedules is complete and accurate in all material respects and does not contain
any untrue statements of a material fact or omit to state a material fact
required to make the statements made, in light of the circumstances under which
they were made, not misleading. In addition, iDcentrix has fully
disclosed in writing to Honour Bond (through this Agreement or the iDcentrix
Schedules) all information relating to matters involving iDcentrix or its assets
or its present or past operations or activities which (i) indicated or may
indicate, in the aggregate, the existence of a greater than $1,000 liability ,
(ii) have led or may lead to a competitive disadvantage on the part of iDcentrix
or (iii) either alone or in aggregation with other information covered by this
Section, otherwise have led or may lead to a material adverse effect on
iDcentrix, its assets, or its operations or activities as presently conducted or
as contemplated to be conducted after the Closing Date, including, but not
limited to, information relating to governmental, employee, environmental,
litigation and securities matters and transactions with affiliates.
Section
2.06 Options or
Warrants. Except
as set forth on Schedule 2.06, there
are no existing options, warrants, calls, or commitments of any character
relating to the authorized and unissued stock of iDcentrix except for warrants
to purchase 10,608 shares of iDcentrix’s common stock.
Section
2.07 Absence of Certain Changes
or Events. Since
January 31, 2010:
(a) there
has not been (i) any material adverse change in the business, operations,
properties, assets or condition of iDcentrix or (ii) any damage, destruction or
loss to iDcentrix (whether or not covered by insurance) materially and adversely
affecting the business, operations, properties, assets or condition of
iDcentrix;
(b) iDcentrix
has not (i) amended its certificate of incorporation or Articles except as
required by this Agreement or as previously publicly disclosed in iDcentrix’s
filings with the SEC; (ii) declared or made, or agreed to declare or make any
payment of dividends or distributions of any assets of any kind whatsoever to
stockholders or purchased or redeemed, or agreed to purchase or redeem, any of
its capital stock; (iii) waived any rights of value which in the aggregate are
outside of the ordinary course of business or material considering the business
of iDcentrix; (iv) made any material change in its method of management,
operation, or accounting; (v) entered into any transactions or agreements other
than in the ordinary course of business; (vi) made any accrual or arrangement
for or payment of bonuses or special compensation of any kind or any severance
or termination pay to any present or former officer or employee;
(vii) increased the rate of compensation payable or to become payable by it to
any of its officers or directors or any of its salaried employees whose monthly
compensation exceed $1,000; or (viii) made any increase in any profit
sharing, bonus, deferred compensation, insurance, pension, retirement, or other
employee benefit plan, payment, or arrangement, made to, for or with its
officers, directors, or employees;
(c) iDcentrix
has not (i) granted or agreed to grant any options, warrants, or other rights
for its stock, bonds, or other corporate securities calling for the issuance
thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become
subject to, any material obligation or liability (absolute or contingent) except
liabilities incurred in the ordinary course of business; (iii) paid or agreed to
pay any material obligations or liabilities (absolute or contingent) other than
current liabilities reflected in or shown on the most recent iDcentrix balance
sheet and current liabilities incurred since that date in the ordinary course of
business and professional and other fees and expenses in connection with the
preparation of this Agreement and the consummation of the transaction
contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer,
any of its assets, properties, or rights (except assets, properties, or rights
not used or useful in its business which, in the aggregate have a value of less
than $1,000), or canceled, or agreed to cancel, any debts or claims (except
debts or claims which in the aggregate are of a value less than $1,000); (v)
made or permitted any amendment or termination of any contract, agreement, or
license to which it is a party if such amendment or termination is material,
considering the business of iDcentrix; or (vi) issued, delivered or agreed to
issue or deliver, any stock, bonds or other corporate securities including
debentures (whether authorized and unissued or held as treasury stock), except
in connection with this Agreement; and
B-14
(d) To
the Majority Shareholder’s knowledge, iDcentrix has not become subject to any
law or regulation which materially and adversely affects, or in the future, may
adversely affect, the business, operations, properties, assets or condition of
iDcentrix.
Section
2.08 Litigation and
Proceedings. There
are no actions, suits, proceedings or investigations pending or, to the
knowledge of the Majority Shareholder after reasonable investigation, threatened
by or against iDcentrix or affecting iDcentrix or its properties, at law or in
equity, before any court or other governmental agency or instrumentality,
domestic or foreign, or before any arbitrator of any kind except as disclosed in
the iDcentrix Schedule
2.08. The Majority Shareholder has no knowledge of any default
on its part with respect to any judgment, order, writ, injunction, decree,
award, rule or regulation of any court, arbitrator, or governmental agency or
instrumentality or any circumstance which after reasonable investigation would
result in the discovery of such default.
Section
2.09 Contracts.
(a) iDcentrix
is not a party to, and its assets, products, technology and properties are not
bound by, any contract, franchise, license agreement, agreement, debt instrument
or other commitments whether such agreement is in writing or oral;
(b) iDcentrix
is not a party to or bound by, and the properties of iDcentrix are not subject
to any contract, agreement, other commitment or instrument; any charter or other
corporate restriction; or any judgment, order, writ, injunction, decree, or
award; and
(c) iDcentrix
is not a party to any oral or written (i) contract for the employment of any
officer or employee; (ii) profit sharing, bonus, deferred compensation, stock
option, severance pay, pension benefit or retirement plan, (iii) agreement,
contract, or indenture relating to the borrowing of money, (iv) guaranty of any
obligation, (vi) collective bargaining agreement; or (vii) agreement with any
present or former officer or director of iDcentrix.
Section
2.10 No
Conflict With Other Instruments. The
execution of this Agreement and the consummation of the transactions
contemplated by this Agreement will not result in the breach of any term or
provision of, constitute a default under, or terminate, accelerate or modify the
terms of, any indenture, mortgage, deed of trust, or other material agreement or
instrument to which iDcentrix is a party or to which any of its assets,
properties or operations are subject.
Section
2.11 Compliance With Laws and
Regulations. To the
best the Majority Shareholder’s knowledge, iDcentrix has complied with all
applicable statutes and regulations of any federal, state, or other applicable
governmental entity or agency thereof. This compliance includes, but
is not limited to, the filing of all reports to date with federal and state
securities authorities.
Section
2.12 Approval of
Agreement. The
Board of Directors of iDcentrix has authorized the execution and delivery of
this Agreement by iDcentrix and has approved this Agreement and the transactions
contemplated hereby.
Section
2.13 Material Transactions or
Affiliations. Except
as disclosed herein and in the iDcentrix Schedules, there exists no contract,
agreement or arrangement between iDcentrix and any predecessor and any person
who was at the time of such contract, agreement or arrangement an officer,
director, or person owning of record or known by iDcentrix to own beneficially,
5% or more of the issued and outstanding common shares of iDcentrix and which is
to be performed in whole or in part after the date hereof or was entered into
not more than three years prior to the date hereof. Neither any
officer, director, nor 5% Shareholders of iDcentrix has, or has had since
inception of iDcentrix, any known interest, direct or indirect, in any such
transaction with iDcentrix which was material to the business of
iDcentrix. iDcentrix has no commitment, whether written or oral, to
lend any funds to, borrow any money from, or enter into any other transaction
with, any such affiliated person.
B-15
Section
2.14 iDcentrix
Schedules.
iDcentrix has delivered to Honour Bond the following schedules, which are
collectively referred to as the “iDcentrix Schedules” and which consist of
separate schedules, which are dated the date of this Agreement, all certified by
the chief executive officer of iDcentrix to be complete, true, and accurate in
all material respects as of the date of this Agreement.
(a) a
schedule containing complete and accurate copies of the articles of
incorporation and bylaws of iDcentrix as in effect as of the date of this
Agreement;
(b) a
schedule containing the financial statements of iDcentrix identified in
paragraph 2.04(a) and (b);
(c) a
schedule setting forth a description of any material adverse change in the
business, operations, property, inventory, assets, or condition of iDcentrix
since January 31, 2010, required to be provided pursuant to section 2.07 hereof;
and
(d) a
schedule setting forth any other information, together with any required copies
of documents, required to be disclosed in the iDcentrix Schedules by Sections
2.01 through 2.13.
iDcentrix
shall cause the iDcentrix Schedules and the instruments and data delivered to
Honour Bond hereunder to be promptly updated after the date hereof up to and
including the Closing Date.
Section
2.15 Bank
Accounts; Power of Attorney. Set
forth in the iDcentrix Schedules is a true and complete list of (a) all accounts
with banks, money market mutual funds or securities or other financial
institutions maintained by iDcentrix within the past twelve (12) months, the
account numbers thereof, and all persons authorized to sign or act on behalf of
iDcentrix, (b) all safe deposit boxes and other similar custodial arrangements
maintained by iDcentrix within the past twelve (12) months, (c) the check ledger
for the last 12 months, and (d) the names of all persons holding powers of
attorney from iDcentrix or who are otherwise authorized to act on behalf of
iDcentrix with respect to any matter, other than its officers and directors, and
a summary of the terms of such powers or authorizations.
Section
2.16 Valid
Obligation. This
Agreement and all agreements and other documents executed by iDcentrix in
connection herewith constitute the valid and binding obligation of iDcentrix,
enforceable in accordance with its or their terms, except as may be limited by
bankruptcy, insolvency, moratorium or other similar laws affecting the
enforcement of creditors’ rights generally and subject to the qualification that
the availability of equitable remedies is subject to the discretion of the court
before which any proceeding therefore may be brought.
Section
2.17 SEC
Filings; Financial
Statements.
(a)
iDcentrix has made available to Honour Bond a correct and complete copy, or
there has been available on EDGAR, copies of each report, registration statement
and definitive proxy statement filed by iDcentrix with the SEC for the 36 months
prior to the date of this Agreement (the “iDcentrix SEC
Reports”), which, to iDcentrix’s knowledge, are all the forms, reports
and documents filed by iDcentrix with the SEC for the 36 months or applicable
period prior to the date of this Agreement. As of their respective dates, to the
Majority Shareholder’s knowledge, the iDcentrix SEC Reports: (i) were prepared
in accordance and complied in all material respects with the requirements of the
Securities Act or the Exchange Act, as the case may be, and the rules and
regulations of the SEC thereunder applicable to such iDcentrix SEC Reports, and
(ii) did not at the time they were filed (and if amended or superseded by a
filing prior to the date of this Agreement then on the date of such filing and
as so amended or superceded) contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading.
B-16
(b)
Each set of financial statements (including, in each case, any related notes
thereto) contained in the iDcentrix SEC Reports comply as to form in all
material respects with the published rules and regulations of the SEC with
respect thereto, were prepared in accordance with U.S. GAAP applied on a
consistent basis throughout the periods involved (except as may be indicated in
the notes thereto) and each fairly presents in all material respects the
financial position of iDcentrix at the respective dates thereof and the results
of its operations and cash flows for the periods indicated, except that the
unaudited interim financial statements were or are subject to normal adjustments
which were not or are not expected to have a material adverse effect
upon the business, prospects, management, properties, operations, condition
(financial or otherwise) or results of operations of iDcentrix, taken as a whole
(“Material Adverse Effect”).
Section
2.18 Exchange Act
Compliance. iDcentrix
is in compliance with, and current in, all of the reporting, filing and other
requirements under the Exchange Act, the common shares have been registered
under Section 12(g) of the Exchange Act, and iDcentrix is in compliance with all
of the requirements under, and imposed by, Section 12(g) of the Exchange Act,
except where a failure to so comply is not reasonably likely to have a Material
Adverse Effect on iDcentrix.
Section
2.19 Title
to Property. iDcentrix does not own or lease any real property
or personal property. There are no options or other contracts under
which iDcentrix has a right or obligation to acquire or lease any interest in
real property or personal property.
Section 2.20 Intellectual
Property. iDcentrix does not own, license or otherwise have
any right, title or interest in any intellectual property.
ARTICLE
III
REPRESENTATIONS
AND WARRANTIES OF
THE
HONOUR BOND SHAREHOLDERS
The Honour Bond Shareholders hereby
represents and warrants, severally and solely, to iDcentrix as
follows.
Section
3.01 Good
Title. Each of the Honour
Bond Shareholders is the record and beneficial owner, and has good title to his
Honour Bond common shares, with the right and authority to sell and deliver such
Honour Bond common shares, free and clear of all liens, claims, charges,
encumbrances, pledges, mortgages, security interests, options, rights to
acquire, proxies, voting trusts or similar agreements, restrictions on transfer
or adverse claims of any nature whatsoever. Upon delivery of any
certificate or certificates duly assigned, representing the same as herein
contemplated and/or upon registering of iDcentrix as the new owner of such
Honour Bond common shares in the share register of Honour Bond, iDcentrix will
receive good title to such Honour Bond common shares, free and clear of all
liens.
Section
3.02 Power
and Authority. Each of the Honour Bond Shareholders has the legal power,
capacity and authority to execute and deliver this Agreement to consummate the
transactions contemplated by this Agreement, and to perform his obligations
under this Agreement. This Agreement constitutes a legal, valid and
binding obligation of the Honour Bond Shareholders, enforceable against the
Honour Bond Shareholders in accordance with the terms hereof.
B-17
Section
3.03 No
Conflicts. The execution and delivery of this Agreement by the
Honour Bond Shareholders and the performance by the Honour Bond Shareholders of
their obligations hereunder in accordance with the terms hereof: (a) will not
require the consent of any third party or governmental entity under any laws;
(b) will not violate any laws applicable to the Honour Bond Shareholders and (c)
will not violate or breach any contractual obligation to which the Honour Bond
Shareholders are a party.
Section
3.04 Finder’s
Fee. Each of the Honour Bond Shareholders represents and
warrants that it has not created any obligation for any finder’s, investment
banker’s or broker’s fee in connection with the Exchange.
Section
3.05 Purchase Entirely for Own
Account. The Exchange Shares (as defined in Section 4.01 herein) proposed
to be acquired by each of the Honour Bond Shareholders hereunder will be
acquired for investment for its own account, and not with a view to the resale
or distribution of any part thereof, and each of the Honour Bond Shareholders
has no present intention of selling or otherwise distributing the Exchange
Shares, except in compliance with applicable securities laws.
Section
3.06 Acquisition of Exchange
Shares for Investment.
(a) Each
Honour Bond Shareholder is acquiring the Exchange Shares for investment for
Honour Bond Shareholder’s own account and not as a nominee or agent, and not
with a view to the resale or distribution of any part thereof, and each Honour
Bond Shareholder has no present intention of selling, granting any participation
in, or otherwise distributing the same. Each Honour Bond Shareholder
further represents that he or she does not have any contract, undertaking,
agreement or arrangement with any person to sell, transfer or grant
participation to such person or to any third person, with respect to any of the
Exchange Shares.
(b) Each
Honour Bond Shareholder represents and warrants that he or she: (i) can bear the
economic risk of his respective investments, and (ii) possesses such knowledge
and experience in financial and business matters that he is capable of
evaluating the merits and risks of the investment in iDcentrix and its
securities.
(c) Each
Honour Bond Shareholder who is not a “U.S. Person” as defined in Rule 902(k) of
Regulation S of the Securities Act (“Regulation S”) (each
a “Non-U.S.
Shareholder”) understands that the Exchange Shares are not registered
under the Securities Act and that the issuance thereof to such Honour Bond
Shareholder is intended to be exempt from registration under the Securities Act
pursuant to Regulation S. Each Non-U.S. Shareholder has no intention
of becoming a U.S. Person and certifies that such Shareholder will only transfer
the Exchange Shares in accordance with Regulation S, pursuant to registration
under the Securities Act, or pursuant to an available exemption from
registration. Each Non U.S. Person, also certifies and agrees
that hedging transactions may not be conducted unless in compliance with the
Securities Act. At the time of the origination of contact concerning
this Agreement and the date of the execution and delivery of this Agreement,
each Non-U.S. Shareholder was outside of the United States. Each
certificate representing the Exchange Shares shall be endorsed with the
following legends, in addition to any other legend required to be placed thereon
by applicable federal or state securities laws:
“THE
SECURITIES ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED
IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”))
AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED
UNDER THE SECURITIES ACT.”
B-18
“TRANSFER
OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO
AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS MAY NOT
BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”
(d) Each
Honour Bond Shareholder understands that the Exchange Shares are not registered
under the Securities Act and that the issuance thereof to such Honour Bond
Shareholder is intended to be exempt from registration under the Securities Act
pursuant to Regulation D promulgated thereunder (“Regulation
D”). Each Honour Bond Shareholder represents and warrants that
he is an “accredited investor” as such term is defined in Rule 501 of Regulation
D or, if not an accredited investor, that such Honour Bond Shareholder otherwise
meets the suitability requirements of Regulation D and Section 4(2) of the
Securities Act (“Section 4(2)”). Each Honour Bond
Shareholder agrees to provide documentation to iDcentrix prior to Closing as may
be requested by iDcentrix to confirm compliance with Regulation D and/or Section
4(2), including, without limitation, a letter of investment intent or similar
representation letter and a completed investor questionnaire. Each certificate
representing the Exchange Shares issued to such Honour Bond Shareholder shall be
endorsed with the following legends, in addition to any other legend required to
be placed thereon by applicable federal or state securities laws:
“THIS
SECURITY HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR APPLICABLE STATE
SECURITIES OR “BLUE SKY” LAWS.”
“TRANSFER
OF THESE SECURITIES IS PROHIBITED UNLESS A REGISTRATION STATEMENT UNDER THE
SECURITIES ACT WITH RESPECT TO SUCH SECURITY SHALL THEN BE IN EFFECT AND SUCH
TRANSFER HAS BEEN QUALIFIED UNDER ALL APPLICABLE STATE SECURITIES OR “BLUE SKY”
LAWS, OR AN EXEMPTION THEREFROM SHALL BE AVAILABLE UNDER THE ACT AND SUCH
LAWS.”
(e) Each
Honour Bond Shareholder acknowledges that neither the SEC, nor the securities
regulatory body of any state or other jurisdiction, has received, considered or
passed upon the accuracy or adequacy of the information and representations made
in this Agreement.
(f) Each
Honour Bond Shareholder acknowledges that he has carefully reviewed such
information as he has deemed necessary to evaluate an investment in iDcentrix
and its securities, and, that all information required to be disclosed to such
Honour Bond Shareholder under Regulation D has been furnished to such Honour
Bond Shareholder by iDcentrix. To the full satisfaction of each
Honour Bond Shareholder, he has been furnished all materials that he has
requested relating to iDcentrix and the issuance of the Exchange Shares
hereunder, and each Honour Bond Shareholder has been afforded the opportunity to
ask questions of iDcentrix’s representatives to obtain any information necessary
to verify the accuracy of any representations or information made or given to
the Honour Bond Shareholders. Notwithstanding the foregoing, nothing
herein shall derogate from or otherwise modify the representations and
warranties of iDcentrix set forth in this Agreement, on which each of the Honour
Bond Shareholders have relied in making an exchange of his shares Honour Bond
for the Exchange Shares.
B-19
(g) Each
Honour Bond Shareholder understands that the Exchange Shares may not be sold,
transferred, or otherwise disposed of without registration under the Securities
Act or an exemption therefrom, and that in the absence of an effective
registration statement covering the Exchange Shares or any available exemption
from registration under the Securities Act, the Exchange Shares may have to be
held indefinitely. Each Honour Bond Shareholder further acknowledges
that the Exchange Shares may not be sold pursuant to Rule 144 promulgated under
the Securities Act unless all of the conditions of Rule 144 are satisfied
(including, without limitation, iDcentrix’s compliance with the reporting
requirements under the Securities Exchange Act of 1934, as amended (“Exchange
Act”)).
(h) The
Honour Bond Shareholder agrees that, notwithstanding anything contained herein
to the contrary, the warranties, representations, agreements and covenants of
the Honour Bond Shareholder under this Section 3.06 shall survive the
Closing.
Section
3.07 Additional Legend;
Consent. Additionally, the Exchange Shares will bear any legend required
by the “blue sky” laws of any state to the extent such laws are applicable to
the securities represented by the certificate so legended. Each of the Honour
Bond Shareholders consents to iDcentrix making a notation on its records or
giving instructions to any transfer agent of Exchange Shares in order to
implement the restrictions on transfer of the Exchange Shares.
ARTICLE
IV
PLAN
OF EXCHANGE
Section
4.01 The
Exchange. On
the terms and subject to the conditions set forth in this Agreement, on the
Closing Date, each of the Honour Bond Shareholders who has elected to accept the
exchange offer described herein by executing this Agreement, shall assign,
transfer and deliver, free and clear of all liens, pledges, encumbrances,
charges, restrictions or known claims of any kind, nature, or description, the
number of shares of Honour Bond set forth on the Honour Bond Schedules attached
hereto, constituting all of the shares of Honour Bond held by such shareholder;
the objective of such Exchange being the acquisition by iDcentrix of not less
than 100% of the issued and outstanding shares of Honour Bond. In
exchange for the transfer of such securities by the Honour Bond Shareholders,
iDcentrix shall issue to the Honour Bond Shareholders, their affiliates or
assigns, a total of 49,870,814 shares of iDcentrix’s common stock pursuant to
Table 1
attached hereto, representing approximately 99.74% of the total common shares of
iDcentrix, for all of the outstanding shares of Honour Bond held by the Honour
Bond Shareholders (the “Exchange Shares”). At
the Closing Date, each of the Honour Bond Shareholders shall, on surrender of
their certificate or certificates representing his Honour Bond shares to
iDcentrix or its registrar or transfer agent, be entitled to receive a
certificate or certificates evidencing his proportionate interest in the
Exchange Shares. Immediately subsequent to the closing of this
Agreement, Honour Bond Shareholder Joseph Meuse shall cancel 110,944 of the
exchange shares issued to Mr. Meuse (the “Share Cancellation”).
Upon
consummation of the transaction contemplated herein, all of the issued and
outstanding shares of Honour Bond shall be held by iDcentrix. Upon consummation
of the transaction contemplated herein and the Share Cancellation, there shall
be 50,000,000 iDcentrix common shares issued and outstanding.
Section
4.02 [Intentionally
Omitted]
Section
4.03 [Intentionally
Omitted]
B-20
Section
4.04 Satisfaction
of Present Liabilities of iDcentrix. At
or prior to the Closing Date, the liabilities and obligations of iDcentrix as
set forth on Schedule 4.04 shall be satisfied by iDcentrix.
Section
4.05 Closing. The closing (the
“Closing” or
the “Closing
Date”) of the transactions contemplated by this Agreement shall occur on
July 16, 2010 upon the exchange of the shares of iDcentrix and Honour Bond as
described in Section 4.01 herein. Such Closing shall take place at a mutually
agreeable time and place, and be conditioned upon all of the conditions of the
Offering being met.
Section
4.06 Closing
Events. At the
Closing, iDcentrix, Honour Bond, the Majority Shareholder and the Honour Bond
Shareholders shall execute, acknowledge, and deliver (or shall ensure to be
executed, acknowledged, and delivered), any and all certificates, opinions,
financial statements, schedules, agreements, resolutions, rulings or other
instruments required by this Agreement to be so delivered at or prior to the
Closing, together with such other items as may be reasonably requested by the
parties hereto and their respective legal counsel in order to effectuate or
evidence the transactions contemplated hereby.
Section
4.07 Termination. This
Agreement may be terminated by the Board of Directors of Honour Bond or
iDcentrix only in the event that iDcentrix or Honour Bond does not meet the
conditions precedent set forth in Articles VI and VII. If this
Agreement is terminated pursuant to this section, this Agreement shall be of no
further force or effect, and no obligation, right or liability shall arise
hereunder.
ARTICLE
V
SPECIAL
COVENANTS
Section
5.01 Regulation S Compliance. iDcentrix agrees to refuse to
register any transfer of shares issued pursuant to this Agreement pursuant to
Regulation S if such transfer was not made in accordance with Regulation S,
pursuant to registration under the Securities Act, or pursuant to an available
exemption from registration.
Section
5.02 Delivery of
Books and Records. At the
Closing, iDcentrix shall deliver to Honour Bond, the originals of the corporate
minute books, books of account, contracts, records, and all other books or
documents of iDcentrix which is now in the possession of iDcentrix or its
representatives.
Section
5.03 Third Party
Consents and Certificates. iDcentrix
and Honour Bond agree to cooperate with each other in order to obtain any
required third party consents to this Agreement and the transactions herein
contemplated.
Section
5.04 Designation
of Directors. At the Closing, Tsoi Tik Man shall resign as a
director of iDcentrix and Guang Zhao shall be appointed to the Board of
Directors of iDcentrix. Such resignation and appointment will become
effective on the tenth day following the mailing by iDcentrix of an information
statement, or the Information Statement, to our stockholders that complies with
the requirements of Section 14f-1 of the Exchange Act. Each director
shall hold office until his successor has been duly elected and has qualified or
until his death, resignation or removal.
Section
5.05 Designation
of Officers. After the Closing Date, all present officers of
iDcentrix shall resign from all their officer positions of iDcentrix and the
persons as set forth below shall be appointed as Officers of
iDcentrix:
B-21
|
Name
|
Position
|
|
|
Guang
Zhao
|
Chief
Executive Officer, Chief Financial
Officer
|
Section
5.06 Indemnification.
(a) Honour
Bond hereby agrees to indemnify iDcentrix and the Majority Shareholder, and each
of the officers, agents and directors of iDcentrix and the Majority
Shareholder as of the date of execution of this Agreement against any loss,
liability, claim, damage, or expense (including, but not limited to, any and all
expense whatsoever reasonably incurred in investigating, preparing, or defending
against any litigation, commenced or threatened, or any claim whatsoever) (the
“Loss”), to
which it or they may become subject arising out of or based on any inaccuracy
appearing in or misrepresentations made under Article I of this
Agreement. The indemnification provided for in this paragraph shall
survive the Closing and consummation of the transactions contemplated hereby and
termination of this Agreement for one year following the Closing.
(b) China
Blueberry Holdings Limited, the majority shareholder of Honour Bond agrees to
indemnify iDcentrix and the Majority Shareholder, and each of the officers,
agents and directors of iDcentrix and the Majority Shareholder as of the date of
execution of this Agreement against any Loss, to which it or they may become
subject arising out of or based on any inaccuracy appearing in or
misrepresentations made under Article III of this Agreement. The
indemnification provided for in this paragraph shall survive the Closing and
consummation of the transactions contemplated hereby and termination of this
Agreement for one year following the Closing.
(c) the
Majority Shareholder hereby agrees to indemnify Honour Bond and each of the
officers, agents, and directors of Honour Bond and the Honour Bond Shareholders
as of the date of execution of this Agreement against any Loss to which it or
they may become subject arising out of or based on any inaccuracy appearing in
or misrepresentation made under Article II of this Agreement. The
indemnification provided for in this paragraph shall survive the Closing and
consummation of the transactions contemplated hereby and termination of this
Agreement for one year following the Closing.
(d) Dandong
hereby agrees to indemnify iDcentrix and the Majority Shareholder, and each of
the officers, agents and directors of iDcentrix and the Majority Shareholder as
of the date of execution of this Agreement against any Loss, to which it or they
may become subject arising out of or based on any inaccuracy appearing in or
misrepresentations made under Article IA of this Agreement. The
indemnification provided for in this paragraph shall survive the Closing and
consummation of the transactions contemplated hereby and termination of this
Agreement for one year following the Closing.
Section
5.06 The
Acquisition of iDcentrix Common Shares. iDcentrix
and Honour Bond understand and agree that the consummation of this Agreement
including the issuance of the iDcentrix common shares to the Honour Bond
Shareholders in exchange for the Honour Bond Shares as contemplated hereby
constitutes the offer and sale of securities under the Securities Act and
applicable state statutes. iDcentrix and Honour Bond agree that such
transactions shall be consummated in reliance on exemptions from the
registration and prospectus delivery requirements of such statutes, which
depend, among other items, on the circumstances under which such securities are
acquired.
B-22
(a) In
connection with the transaction contemplated by this Agreement, iDcentrix and
Honour Bond shall each file, with the assistance of the other and their
respective legal counsel, such notices, applications, reports, or other
instruments as may be deemed by them to be necessary or appropriate in an effort
to document reliance on such exemptions, and the appropriate regulatory
authority in the states where the shareholders of Honour Bond reside unless an
exemption requiring no filing is available in such jurisdictions, all to the
extent and in the manner as may be deemed by such parties to be
appropriate.
(b) In
order to more fully document reliance on the exemptions as provided herein,
Honour Bond, the Honour Bond Shareholders, and iDcentrix shall execute and
deliver to the other, at or prior to the Closing, such further letters of
representation, acknowledgment, suitability, or the like as Honour Bond or
iDcentrix and their respective counsel may reasonably request in connection with
reliance on exemptions from registration under such securities
laws.
(c) The
Honour Bond Shareholders acknowledge that the basis for relying on exemptions
from registration or qualifications are factual, depending on the conduct of the
various parties, and that no legal opinion or other assurance will be required
or given to the effect that the transactions contemplated hereby are in fact
exempt from registration or qualification.
Section
5.07 Sales of
Securities Under Rule 144, If Applicable.
(a) iDcentrix
will use its best efforts to at all times satisfy the current public information
requirements of Rule 144 promulgated under the Securities Act so that its
shareholders can sell restricted securities that have been held for one year or
more or such other restricted period as required by Rule 144 as it is from time
to time amended.
(b) Upon
being informed in writing by any person holding restricted stock of iDcentrix
that such person intends to sell any shares under rule 144 promulgated under the
Securities Act (including any rule adopted in substitution or replacement
thereof), iDcentrix will certify in writing to such person that it is
compliance with Rule 144 current public information requirement to enable such
person to sell such person’s restricted stock under Rule 144, as may be
applicable under the circumstances.
(c) If
any certificate representing any such restricted stock is presented to
iDcentrix’s transfer agent for registration or transfer in connection with any
sales theretofore made under Rule 144, provided such certificate is duly
endorsed for transfer by the appropriate person(s) or accompanied by a separate
stock power duly executed by the appropriate person(s) in each case with
reasonable assurances that such endorsements are genuine and effective, and is
accompanied by a legal opinion that such transfer has complied with the
requirements of Rule 144, as the case may be, iDcentrix will promptly instruct
its transfer agent to register such transfer and to issue one or more new
certificates representing such shares to the transferee and, if appropriate
under the provisions of Rule 144, as the case may be, free of any stop transfer
order or restrictive legend.
Section
5.08 Payment of
Liabilities. Recognizing
the need to extinguish all existing liabilities of iDcentrix prior to the
Exchange, Honour Bond has indicated it will not enter into this Agreement unless
iDcentrix has arranged for the payment and discharge of all of iDcentrix’s
liabilities, including all of iDcentrix’s accounts payable and any outstanding
legal fees incurred prior to the Closing Date. Accordingly, iDcentrix
has agreed to arrange for the payment and discharge of all such
liabilities.
Section
5.09 Assistance
with Post-Closing SEC Reports and Inquiries. Upon the
reasonable request of iDcentrix, after the Closing Date, the Majority
Shareholder shall
use his reasonable best efforts to provide such information available to it,
including information, filings, reports, financial statements or other
circumstances of iDcentrix occurring, reported or filed prior to the Closing, as
may be necessary or required by iDcentrix for the preparation of the reports
that iDcentrix is required to file after Closing with the SEC to remain in
compliance and current with its reporting requirements under the Exchange Act,
or filings required to address and resolve matters as may relate to the period
prior to Closing and any SEC comments relating thereto or any SEC inquiry
thereof.
B-23
ARTICLE
VI
CONDITIONS
PRECEDENT TO OBLIGATIONS OF IDCENTRIX AND THE MAJORITY
SHAREHOLDER
The
obligations of iDcentrix under this Agreement are subject to the satisfaction,
at or before the Closing Date, of the following conditions:
Section
6.01 Accuracy of
Representations and Performance of Covenants. The
representations and warranties made by Honour Bond in this Agreement were true
when made and shall be true at the Closing Date with the same force and effect
as if such representations and warranties were made at and as of the Closing
Date (except for changes therein permitted by this Agreement). Honour
Bond shall have performed or complied with all covenants and conditions required
by this Agreement to be performed or complied with by Honour Bond prior to or at
the Closing. iDcentrix shall be furnished with a certificate, signed
by a duly authorized executive officer of Honour Bond and dated the Closing
Date, to the foregoing effect.
Section
6.02 Approval by
Honour Bond Shareholders. The
Exchange shall have been approved by the holders of not less than fifty and one
tenths percent (50.01%) of the shares, including voting power, of Honour Bond,
unless a lesser number is agreed to by iDcentrix.
Section
6.03 No
Governmental Prohibition. No
order, statute, rule, regulation, executive order, injunction, stay, decree,
judgment or restraining order shall have been enacted, entered, promulgated or
enforced by any court or governmental or regulatory authority or instrumentality
which prohibits the consummation of the transactions contemplated
hereby.
Section
6.04 Consents. All
consents, approvals, waivers or amendments pursuant to all contracts, licenses,
permits, trademarks and other intangibles in connection with the transactions
contemplated herein, or for the continued operation of Honour Bond after the
Closing Date on the basis as presently operated shall have been
obtained.
Section
6.05 Other
Items. iDcentrix shall have received such further opinions, documents,
certificates or instruments relating to the transactions contemplated hereby as
iDcentrix may reasonably request.
Section 6.06 PRC Legal Opinion.
iDcentrix and the Majority Shareholder shall have received a satisfactory PRC
legal opinion from PRC counsel, Grandall Legal Group.
ARTICLE
VII
CONDITIONS
PRECEDENT TO OBLIGATIONS OF HONOUR BOND
AND
THE HONOUR BOND SHAREHOLDERS
The
obligations of Honour Bond and the Honour Bond Shareholders under this Agreement
are subject to the satisfaction, at or before the Closing Date, of the following
conditions:
B-24
Section
7.01 Accuracy of
Representations and Performance of Covenants. The
representations and warranties made by iDcentrix in this Agreement were true
when made and shall be true as of the Closing Date (except for changes therein
permitted by this Agreement) with the same force and effect as if such
representations and warranties were made at and as of the Closing
Date. Additionally, iDcentrix shall have performed and complied with
all covenants and conditions required by this Agreement to be performed or
complied with by iDcentrix. Honour Bond shall be furnished with a certificate,
signed by a duly authorized executive officer of iDcentrix and dated the Closing
Date, to the foregoing effect.
Section
7.02 Good
Standing. Honour
Bond shall have received a certificate of good standing from the Nevada
Secretary of State or other appropriate office, dated as of a date within ten
days prior to the Closing Date certifying that iDcentrix is in good standing as
a company in the State of Nevada and has filed all tax returns required to have
been filed by it to date and has paid all taxes reported as due
thereon.
Section
7.03 No
Governmental Prohibition . No
order, statute, rule, regulation, executive order, injunction, stay, decree,
judgment or restraining order shall have been enacted, entered, promulgated or
enforced by any court or governmental or regulatory authority or instrumentality
which prohibits the consummation of the transactions contemplated
hereby.
Section
7.04 Consents. All
consents, approvals, waivers or amendments pursuant to all contracts, licenses,
permits, trademarks and other intangibles in connection with the transactions
contemplated herein, or for the continued operation of iDcentrix after the
Closing Date on the basis as presently operated shall have been
obtained.
Section 7.05 Approval of Name
Change. The board of directors of iDcentrix shall through
unanimous written consent have (i) approved an amendment to iDcentrix’s Articles
of Incorporation to change the name of iDcentrix to North China Horticulture,
Inc., (ii) recommended to the stockholders of iDcentrix to approve such
amendment, and (iii) instruct the officers of the Company to prepare and file a
Schedule 14C with the SEC regarding the approval of such amendment upon the
receipt of the requisite stockholder consents.
Section
7.06 Other
Items. Honour
Bond shall have received further opinions, documents, certificates, or
instruments relating to the transactions contemplated hereby as Honour Bond may
reasonably request.
ARTICLE
VIII
MISCELLANEOUS
Section
8.01 Brokers. iDcentrix
and Honour Bond agree that, except as set out on Schedule 8.01 attached hereto,
there were no finders or brokers involved in bringing the parties together or
who were instrumental in the negotiation, execution or consummation of this
Agreement. iDcentrix and Honour Bond agree to indemnify the other
against any claim by any third person other than those described above for any
commission, brokerage, or finder’s fee arising from the transactions
contemplated hereby based on any alleged agreement or understanding between the
indemnifying party and such third person, whether express or implied from the
actions of the indemnifying party.
B-25
Section
8.02 Governing
Law. This
Agreement shall be governed by, enforced, and construed under and in accordance
with the laws of the United States of America and, with respect to the matters
of state law, with the laws of the State of Nevada. Venue for all
matters shall be in New York, New York, without giving effect to principles of
conflicts of law thereunder. Each of the parties (a) irrevocably
consents and agrees that any legal or equitable action or proceedings arising
under or in connection with this Agreement shall be brought exclusively in the
federal courts of the United States. By execution and delivery of this
Agreement, each party hereto irrevocably submits to and accepts, with respect to
any such action or proceeding, generally and unconditionally, the jurisdiction
of the aforesaid court, and irrevocably waives any and all rights such party may
now or hereafter have to object to such jurisdiction.
Section
8.03 Notices. Any
notice or other communications required or permitted hereunder
shall be in writing and shall be sufficiently given if personally
delivered to it or sent by telecopy, overnight courier or registered mail or
certified mail, postage prepaid, addressed as follows:
If to
Honour Bond or Dandong, to:
Guang
Zhao
LongSheng
Village, Tangshan Town
Zhengan
District, Dandong City
Liaoning,
Peoples Republic of China
With
copies to (which shall not constitute notice):
Ryan
Nail, Esq.
The Crone
Law Group
101
Montgomery, Suite 1950
San
Francisco, CA 94104
If to
iDcentrix, to:
Tsoi Tik
Man
Rm 1903
19/F. Hing Yip Comm Centre
No. 272
Des Voeux Rd.
Central
Hong Kong
With
copies to (which shall not constitute notice):
[_____________________]
If to the
Majority Shareholder, to:
Tsoi Tik
Man
Rm 1903
19/F. Hing Yip Comm Centre
No. 272
Des Voeux Rd.
Central
Hong Kong
With
copies to (which shall not constitute notice):
[____________]
B-26
or such
other addresses as shall be furnished in writing by any party in the manner for
giving notices hereunder, and any such notice or communication shall be deemed
to have been given (i) upon receipt, if personally delivered, (ii) on the day
after dispatch, if sent by overnight courier, (iii) upon dispatch, if
transmitted by telecopy and receipt is confirmed by telephone and (iv) three (3)
days after mailing, if sent by registered or certified mail.
Section
8.04 Attorney’s
Fees. In the
event that either party institutes any action or suit to enforce this Agreement
or to secure relief from any default hereunder or breach hereof, the prevailing
party shall be reimbursed by the losing party for all costs, including
reasonable attorney’s fees, incurred in connection therewith and in enforcing or
collecting any judgment rendered therein.
Section
8.05 Confidentiality. Each
party hereto agrees with the other that, unless and until the transactions
contemplated by this Agreement have been consummated, it and its representatives
will hold in strict confidence all data and information obtained with respect to
another party or any subsidiary thereof from any representative, officer,
director or employee, or from any books or records or from personal inspection,
of such other party, and shall not use such data or information or disclose the
same to others, except (i) to the extent such data or information is published,
is a matter of public knowledge, or is required by law to be published; or (ii)
to the extent that such data or information must be used or disclosed in order
to consummate the transactions contemplated by this Agreement. In the
event of the termination of this Agreement, each party shall return to the other
party all documents and other materials obtained by it or on its behalf and
shall destroy all copies, digests, work papers, abstracts or other materials
relating thereto, and each party will continue to comply with the
confidentiality provisions set forth herein.
Section
8.06 Public
Announcements and Filings. Unless
required by applicable law or regulatory authority, none of the parties will
issue any report, statement or press release to the general public, to the
trade, to the general trade or trade press, or to any third party (other than
its advisors and representatives in connection with the transactions
contemplated hereby) or file any document, relating to this Agreement and the
transactions contemplated hereby, except as may be mutually agreed by the
parties. Copies of any such filings, public announcements or
disclosures, including any announcements or disclosures mandated by law or
regulatory authorities, shall be delivered to each party at least one (1)
business day prior to the release thereof.
Section
8.07 Schedules;
Knowledge. Each
party is presumed to have full knowledge of all information set forth in the
other party’s schedules delivered pursuant to this Agreement.
Section
8.08 Third Party
Beneficiaries. This
contract is strictly between iDcentrix, Honour Bond, the Honour Bond
Shareholders and the Majority Shareholder, and, except as specifically provided,
no director, officer, stockholder (other than the Honour Bond Shareholders and
the Majority Shareholder), employee, agent, independent contractor or any other
person or entity shall be deemed to be a third party beneficiary of this
Agreement.
Section
8.09 Expenses. Subject
to Article VI and VII above, whether or not the Exchange is consummated, each of
iDcentrix and Honour Bond will bear their own respective expenses, including
legal, accounting and professional fees, incurred in connection with the
Exchange or any of the other transactions contemplated hereby.
B-27
Section
8.10 Entire
Agreement. This
Agreement represents the entire agreement between the parties relating to the
subject matter thereof and supersedes all prior agreements, understandings and
negotiations, written or oral, with respect to such subject matter.
Section
8.11 Survival;
Termination. The
representations, warranties, and covenants of the respective parties shall
survive the Closing Date and the consummation of the transactions herein
contemplated for a period of one year.
Section
8.12 Counterparts. This
Agreement may be executed in multiple counterparts, each of which shall be
deemed an original and all of which taken together shall be but a single
instrument.
Section
8.13 Amendment
or Waiver. Every
right and remedy provided herein shall be cumulative with every other right and
remedy, whether conferred herein, at law, or in equity, and may be enforced
concurrently herewith, and no waiver by any party of the performance of any
obligation by the other shall be construed as a waiver of the same or any other
default then, theretofore, or thereafter occurring or existing. At
any time prior to the Closing Date, this Agreement may by amended by a writing
signed by all parties hereto, with respect to any of the terms contained herein,
and any term or condition of this Agreement may be waived or the time for
performance may be extended by a writing signed by the party or parties for
whose benefit the provision is intended.
Section
8.14 Best
Efforts. Subject
to the terms and conditions herein provided, each party shall use its best
efforts to perform or fulfill all conditions and obligations to be performed or
fulfilled by it under this Agreement so that the transactions contemplated
hereby shall be consummated as soon as practicable. Each party also
agrees that it shall use its best efforts to take, or cause to be taken, all
actions and to do, or cause to be done, all things necessary, proper or
advisable under applicable laws and regulations to consummate and make effective
this Agreement and the transactions contemplated herein.
[Signature
Pages Follow]
B-28
IN WITNESS WHEREOF, the
corporate parties hereto have caused this Agreement to be executed by their
respective officers, hereunto duly authorized, as of the date first-above
written.
|
iDcentrix,
Inc.
|
||
|
By:
|
||
|
Name:
|
||
|
Title:
Chief Executive Officer, Director
|
||
|
And
|
||
|
By:
|
||
|
Name:
Tsoi Tik Man
|
||
|
Majority
Shareholder
|
||
|
Honour
Bond Limited:
|
||
|
By:
|
||
|
Name:
|
||
|
Title:
|
||
|
Tsoi
Tik Man:
|
||
|
By:
|
||
|
Tsoi
Tik Man
|
||
|
Dandong
LongSheng Horticulture Technology Co., Ltd.
|
||
|
By:
|
||
|
Name:
|
||
|
Title:
|
||
B-29
Approved
and Accepted by the HONOUR BOND LIMITED Shareholders:
|
CHINA
BLUEBERRY HOLDINGS LIMITED
|
||
|
By:
|
||
|
Name:
|
||
|
Title:
|
||
|
ADVANCED
DRAGON INVESTMENT LIMITED
|
||
|
By:
|
||
|
Name:
|
||
|
Title:
|
||
|
GLORY
COME HOLDINGS LIMITED
|
||
|
By:
|
||
|
Name:
|
||
|
Title:
|
||
|
DIAMOND
AWARD LIMITED
|
||
|
By:
|
||
|
Name:
|
||
|
Title:
|
||
|
Name:
Joseph John Meuse
|
||
|
Name:
Diwen
Wu
|
||
B-30
Table
1: Exchange Shares to be
Issued
|
Name
|
Number of shares
|
|||
|
Joseph
John Meuse
|
2,496,037 | |||
|
Diamond
Award Limited
|
2,446,116 | |||
|
Diwen
Wu
|
998,415 | |||
|
Glory
Come Holdings Limited
|
4,992,073 | |||
|
Advanced
Dragon Investments Limited
|
9,984,147 | |||
|
China
Blueberry Holdings Limited
|
28,954,026 | |||
|
Total
|
49,870,814 | |||
B-31