Attached files
| file | filename |
|---|---|
| 8-K - Action Acquisition CORP | v200089_8k.htm |
| EX-99.1 - Action Acquisition CORP | v200089_ex99-1.htm |
Stock
Purchase Agreement
This
Stock Purchase Agreement (the “Agreement”) is made and entered into by and among
Action Acquisition Corporation (the “Buyer”) and Hebei Xinhua Rubber Sealing
Group Liuzhou Sealing Co., Ltd. (registered company in mainland China, the
“Company”) and stockholders listed in Exhibit A (together as the
“Seller”). Each individually a “Party” and together the
“Parties.”
The
Seller desires to sell to the Buyer, and the Buyer desires to purchase from the
Seller, one-hundred percent (100%) of the issued and outstanding shares of the
common stock of the Company (the “Shares”) pursuant to the terms and conditions
set forth in this Agreement. Upon the completion of the transaction
described herein, the Company shall become an indirect wholly owned subsidiary
of the Buyer.
Through
friendly consultation, the Parties hereto hereby agree as follows:
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1.
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The
Parties agree that Buyer will issue 2,060,000 ordinary shares of the Buyer
to Seller. The beneficiary of the ordinary shares shall be the Company’s
stockholders as listed in Exhibit A or the overseas company owned by the
stockholders. Upon issuance at Closing (as defined below), the ordinary
shares will been duly and validly authorized and issued by the
Buyer.
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2.
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This
Agreement is made and entered into as of October 22, 2010, and the
transaction will be closing on November 3, 2010 (the
“Closing”). The Closing date can be extended as long as both
Parties agree.
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3.
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Seller
and the Company hereby represent and warrant to Buyer the following
statements and guarantee and all the statement under this Agreement are
true and correct.
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(a)
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The
Company is duly organized, validly existing and in good standing under the
laws of the People’s Republic of China (“PRC”) and has all requisite
corporate power and authority to carry on its business as now conducted
and as presently proposed to be
conducted.
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(b)
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Seller
owns free and clear all Shares to be sold to Buyer. There are
no options, warrants, or other securities outstanding that dilute Seller’s
Share ownership interest of the common stock issued and
outstanding.
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(c)
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The
Company does not presently own or control, directly or indirectly, any
interest in any other corporation, partnership, trust, joint venture,
association, or other entity.
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(d)
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According
to this Agreement, Seller will take all necessary steps to transfer or
otherwise effect registration of full and complete ownership of the Shares
to Buyer to effectuate the purposes of this
Agreement.
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(e)
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To
the best of the Company’s knowledge, there is no action, suit, proceeding,
claim, arbitration or investigation pending or currently threatened
against the Company, its activities, properties or
assets;
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(f)
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Status
of Patent and Proprietary Assets
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(1)
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The
Company has full title and ownership of, or has license to, all patents,
patent applications, trademarks, service marks, trade names necessary to
enable it to carry on its business as now conducted and as presently
proposed to be conducted;
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(2)
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The
Company is not obligated to pay any royalties or other payments to third
parties with respect to the marketing, sale, distribution, manufacture,
license or use of any proprietary asset or any other property or
rights;
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(3)
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To
the best of the Company’s knowledge, the Company has not violated or
infringed, and is not currently violating or infringing any proprietary
asset of another person or entity, and the Company has not received any
communications from any third party alleging that the Company (or any of
its employees or consultants) has violated or infringed or, would violate
or infringe, any of its proprietary
asset;
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(g)
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The
Company is not in violation or default of any provisions of its governing
and constituent documents established by the Company. The Company is in
compliance in all material respects with all applicable statutes, laws,
regulations of the PRC. The Company has not received any notice
of any violation of such statutes, laws, regulations or
orders.
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(h)
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Environmental
Issues
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i.
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To
the best knowledge of the Company and/or Seller, none of the Company’s
properties or facilities is in violation or default of any laws and
regulations in connection with industrial healthcare, and is fully
compliant with environment related provisions governing aforementioned
properties and facilities. During the period that the Company owns or
leases the properties and facilities, any company uses these properties
and facilities or any third party that Seller knows shall not cause any
release of hazardous substance to
environment.
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ii.
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During
the period that the Company owns or leases the properties and facilities,
the Company has not received any action in connection with the
aforementioned environmental protection issues or any complaint alleging
that the Company’s properties or facilities release hazardous
substance.
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(i)
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There
is no liability or obligation of the Company of any nature, whether
absolute, accrued, contingent, or otherwise, in the amount of US$5,000 or
more individually, or US$10,000 or more in the aggregate, other than the
liabilities and obligations that are fully reflected, accrued or reserved
against on the balance sheets of the Financial Statements, for which the
reserves are appropriate and reasonable, or incurred in the ordinary
course of business and consistent with past practices. Unless
disclosed in its Financial Statements, the Company shall not act as or
become any guarantor, accepter, or party primarily liable and party
secondarily liable on any payment.
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(j)
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Seller
and the Company shall have performed and complied with all agreements,
obligations and conditions contained in this Agreement that are required
to be performed or complied with by each of them on or before the closing
of this transaction.
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(k)
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There
shall have been no material adverse change in the business, prospects,
properties, assets or other conditions of the
Company.
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(l)
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No
consent, approval, order or authorization of, or registration,
qualification, designation, declaration or filing with, any governmental
authority on the part of the Company is required in connection with the
consummation of the transactions contemplated by this
Agreement.
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(m)
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Material
Agreements.
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(1) List of Material
Agreements. The Company and Seller have disclosed a complete
list of all agreements, contracts, leases, licenses, instruments and commitments
(oral or written) to which the Company is a party or is bound that, individually
or in the aggregate, are material to the business, properties, financial
condition, results of operation, affairs or prospects of the Company (the
“Material Agreements”) to Buyer’s management.
(2) No Breach. The
Company has not breached, nor do any of the Company or the Seller have any
knowledge of any claim or threat that the Company has breached, any term or
condition of (i) any Material Agreement disclosed to Buyer’s management or (ii)
any other agreement, contract, lease, license, instrument or commitment that,
individually or in the aggregate, would have a material adverse effect on the
business, properties, financial condition, results of operations or affairs or
prospects of the Company. Each Material Agreement disclosed to
Buyer’s management is in full force and effect and, to the Company’s and/or
Seller’s knowledge, no other party to such Material Agreement is in default
thereunder. The Company is not a party to any agreement that
restricts its ability to market or sell any of its products (whether by
territorial restriction or otherwise).
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(n)
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The
Company owns its properties and assets free and clear of all mortgages,
deeds of trust, liens, encumbrances, security interests and claims except
for statutory liens for the payment of current taxes that are not yet
delinquent and liens, encumbrances and security interests which arise in
the ordinary course of business and which do not affect material
properties and assets of the Company. With respect to the
property and assets it leases, the Company is in compliance with such
leases and, to the best of the Company’s and/or Seller’s knowledge, the
Company holds valid leasehold interests in such assets free of any liens,
encumbrances, security interests or claims of any party other than the
lessors of such property and
assets.
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(o)
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Seller
has delivered or will deliver, on or before November 15, 2010, complete
financial statements for the Company for the two years ended December 31,
2008 and 2009 and the nine month period from January 1, 2010 through
September 30, 2010 (collectively the “Financial
Statements”). The Company has good and marketable title to all
assets set forth on the balance sheets of the Financial Statements, except
for such assets as have been spent, sold or transferred in the ordinary
course of business.
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(p)
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Certain
Actions. Since preparation of the Financial Statements,
the Company has not: (a) declared or paid any dividends, or authorized or
made any distribution upon or with respect to any class or series of its
capital stock; (b) incurred any indebtedness for money borrowed or
incurred any other liabilities individually in excess of US$5,000 or in
excess of US$10,000 in the aggregate; (c) made any loans or advances to
any person, other than ordinary advances for travel expenses; (d) sold,
exchanged or otherwise disposed of any material assets or rights other
than the sale of inventory in the ordinary course of its business; or (e)
entered into any transactions with any of its shareholders, officers,
directors or employees or any entity controlled by any of such
individuals.
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(q)
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The
accounts receivable of the Company reflected on the Financial Statements
represent usual, customary and reasonable charges for services actually
rendered or equipment and supplies sold and delivered, are valid and
enforceable claims for services rendered and/or goods supplied by the
Company and are not subject to any defenses, offsets, claims or
counterclaims of any kind. To the best of the Company’s and/or
Seller’s knowledge, such accounts receivables are current and collectible
net of any reserves shown in the Financial Statements (which reserves are
adequate and were calculated consistent with past
practice).
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4.
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Buyer
hereby represents and warrants
that:
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(a)
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Buyer
is duly organized and in good standing. This Agreement constitutes Buyer’s
valid and legally binding obligation, enforceable in accordance with its
terms;
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(b)
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Buyer
shall have performed and complied with all agreements, obligations and
conditions contained in this Agreement that are required to be performed
or complied with by it on or before the Closing of this
transaction.
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5.
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Others
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(a)
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The
representations and warranties Seller and Buyer contained in or made
pursuant to this Agreement shall survive the execution and delivery of
this Agreement and shall in no way be affected by any investigation of the
subject matter thereof made by or on behalf of Buyer, its counsel or the
Company, as the case may be;
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(b)
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The
terms and conditions of this Agreement shall inure to the benefit of and
be binding upon the respective successors and assigns of the
Parties;
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(c)
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This
Agreement may be executed in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and
the same instrument;
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(d)
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Buyer,
Seller and the Company and management will not hire any brokerage or
intermediary or incur any liability for any brokerage fees, commissions,
or finder’s fees in connection with the transaction contemplated
hereby.
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(e)
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Any
term of this Agreement may be amended and the observance of any term of
this Agreement may be waived (either generally or in a particular instance
and either retroactively or prospectively), only with the written consent
of the Company, the Seller and the
Buyer.
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(f)
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If
one or more provisions of this Agreement are held to be unenforceable
under applicable law, such provision(s) shall be excluded from this
Agreement and the balance of the Agreement shall be interpreted as if such
provision(s) were so excluded and shall be enforceable in accordance with
its terms.
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(g)
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This
Agreement, together with the schedule hereto, constitutes the entire
agreement and understanding of the Parties with respect to the subject
matter hereof and supersedes any and all prior negotiations,
correspondence, agreements, understandings duties or obligations between
the Parties with respect to the subject matter
hereof.
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(h)
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From
and after the date of this Agreement, upon the request of any party, the
Buyer, the Sellers and/or the Company shall execute and deliver such
instruments, documents or other writings as may be reasonably necessary or
desirable to confirm and carry out and to effectuate fully the intent and
purposes of this Agreement.
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[SIGNATURE
PAGES FOLLOW]
BUYER:
Action
Acquisition Corporation
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/s/ Junning (Marco) Ma
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Junning
(Marco) Ma
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Chairman
& CEO
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SELLER:
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/s/ Zha Wang
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Zha
Wang
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/s/ Guijie Song
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Guijie
Song
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COMPANY:
Hebei
Xinhua Rubber Sealing Group Liuzhou Sealing Co., Ltd.
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/s/ Guijie Song
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Guijie
Song
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Chairman
& General Manager
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Exhibit
A
List of
Seller
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Name
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Address
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Stock Ownership
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Zha
Wang
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Bohai
Road, Qinghe County, Hebei
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70%
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Guijie
Song
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South
Shunye Road, Industrial Park, Liuzhou City
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30%
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