Share Exchange Agreement dated March 15, 2019
SHARE PURCHASE/ EXCHANGE AGREEMENT
This Share Purchase/ Exchange Agreement (the “Agreement”), is made and entered into as of March 15, 2019, by and among China VTV Limited, a Nevada company (the “Parent,” the trading symbol “CVTV”), China VTV Ltd., a company formed under the laws of Hong Kong (the “ Company”), Mr. Tijin Song (“Song”), a principal shareholder and Principal Executive Officer of the Company, Guoping Chen (“Chen”), a shareholder and Principal Executive Officer of the Parent, and several shareholders of the Company as listed in the signature page and Exhibit A (each, a “Shareholder” and collectively together with Song, the “Shareholders”). The Parent, Chen, Shareholders, and Company are sometimes hereinafter collectively referred to as the “Parties” and each as a “Party.”
本股份購買/交換協議（“協議”）於2019年3月 15日，由China VTV Limited， 壹家內華達公司（“母公司”），China VTV Ltd., 壹家香港公司（“本公司”），宋体金先生（“宋”），本公司的总裁和主要股东，陈国平先生（“陈”），母公司的执行总裁和主要股东，及本公司的其余股東，該股東名單在附件A中（單數是壹個“股東”和統稱為“股東們”）。母公司，陈，股東們和本公司有時在下文中統稱為“各方”，各自單獨稱為“壹方”。
WHEREAS, the Parent has 600,000,000 shares of its common stock authorized (the “Common Stock”), par value $0.001 U.S. dollars, 105,000,000 of which are issued and outstanding as of the date hereof;
WHEREAS, the Company has issued an aggregate of 11,055 shares (the “Company Shares”) of its common stock, no par value, to its Shareholders in the respective amounts as listed in Exhibit A;
WHEREAS, on February 1, 2019, the Company, Parent, Song and Chen entered into a Framework Agreement for Exchange and Acquisition of Shares (the “MOU”) pursuant to which, subject to the terms and conditions of the definitive agreements, the Parent shall purchase all the Company Shares from each Shareholder and issue approximately an aggregate of 70% of the Parent’s Common Stock to the Shareholders on a fully diluted basis;
WHEREAS, in connection with the MOU, each of the Shareholders has agreed to sell and transfer all of the Company Shares that each of them owns to the Parent in exchange for an aggregate of 110,550,000 shares of the Common Stock to be issued by the Parent pro rata to each Shareholder as set forth in Exhibit A;
WHEREAS, the Parties have determined that it is desirable and in the best interests of the Parties to effect this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual promises, representations, warranties, covenants and agreements herein contained, the Parties hereto, intending to be legally bound, hereby agree as follows:
1.1. Share Purchase/ Exchange. At the Closing, the Shareholders shall sell, transfer, convey, assign and deliver to the Parent all of their Company Shares free and clear of all Liens in exchange for an aggregate of 110,550,000 shares of the Common Stock of the Parent (the “New Issuance”), which shall be allocated in the respective amounts as listed in Exhibit A. As a result of such exchange (the “Stock Exchange”), the Company shall become a wholly-owned subsidiary of the Parent and the Shareholders shall collectively own approximately 51.29% of the then issued and outstanding shares of the Common Stock on a fully diluted basis.
1.2. Change of Board and Management. On or before the Closing Date as defined below, the current board of directors (the “Parent Board”) of the Parent shall appoint the following individuals as new members (the “New Directors”) to the Parent Board: Tijin Song, Liqiang Meng, Yatao Wang, Daoxin Zhang, Hongbin Dong, Tonghao Yu, among whom Mr. Tijin Song shall serve the Chairman of the Parent Board. Immediately after the election of new members to the Parent Board, the new Parent Board shall appoint Mr. Tijin Song as the Principal/ Chief Executive Officer (the “CEO”) of the Parent.
董事會和管理層的變更。在如下定義的交割日期或之前，母公司現任董事會（“母公司董事會”）須委任以下人士為新成員作为母公司董事會成員（“新董事”）：予：Tijin Song, Liqiang Meng, Yatao Wang, Daoxin Zhang, Hongbin Dong, Tonghao Yu，其中，Tijin Song应作为母公司董事会的主席。在選舉新成員加入母公司董事會後，新的母公司董事會應立即任命Tijin Song先生為母公司的首席/首席執行官（“CEO”）。
1.3. Additional Issuance. In addition, the Parent agrees to issue an aggregate of 5,000,000 shares of the Common Stock to each of the following individuals: Mr. Tonghao Yu, Ms. Mingyue Xia, Ms. Shufen Su, Ms. Haixia Zhang, and Mr. Jia Huang (each a “Grantee”, and collectively “Grantees”) in the amounts as listed below at the Closing as consideration for their services to the Company. Such 5,000,000 shares of the Common Stock shall be from time to time hereinafter referred to as “Additional Issuance.”
Number of Shares of Common Stock to be Issued
額外發行。此外，母公司同意於交易完成時向如下五位个人髮行总共5,000,000股普通股，作為其為公司提供过的服務的报酬，於交割時发行。这五个受让人是Mr. Tonghao Yu, Ms. Mingyue Xia, Ms. Shufen Su, Ms. Haixia Zhang,和 Mr. Jia Huang。合称“受让人们。”该5,000,000股普通股应被稱為“額外發行。”
1.4. Payment. Within three (3) months from the Closing of the Transaction, the Company and Song shall make a payment of $300,000 dollars (the “Repayment of the Loans”) to Chen who has loaned such amount to the Parent for its operations.
1.5. Stock Pledge Agreement. In connection with the execution of this Agreement, Song (the “Pledger”) shall simultaneously enter into a stock pledge agreement (the “Pledge Agreement”) attached herein as Exhibit B to pledge his shares of Common Stock in the Parent to Chen as a security for the Repayment of Loans. Subject to the terms of the Pledge Agreement and upon the occurrence of any Event of Default as defined therein, Chen may sell the pledged stock to repay his loans. In accordance with Section 9 of the Pledge Agreement and upon Song’s full performance of this Agreement, including without limitation Article 1.4 herein, the Pledge Agreement shall terminate automatically.
1.6. Resignation upon Default. In connection with the execution of this Agreement, Song shall simultaneously sign his resignation as a director and CEO of the Parent with a blank date which shall become effective upon any material breach of this Agreement and deliver such resignation to the Parent Board. Such resignation letter is attached herein as Exhibit C.
1.7. Expenses. The Parties have agreed that Song shall be solely responsible for the operating expenses of the Parent from the date first above written to the Closing Date.
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS
Each Shareholder, severally and not jointly and only as to itself, represents and warrants to the Parties, as follows:
2.1. Power and Authority. All acts required to be taken by each of the Shareholders to enter into this Agreement and to carry out the Transactions have been properly taken. The obligations of the Shareholders under this Agreement constitute legal, valid and binding obligations of the Shareholder, enforceable against the Shareholder in accordance with the terms hereof.
2.2. No Conflicts. The execution and delivery of this Agreement by the Shareholder (i) will not require the consent of any Governmental Entity under any Laws; (ii) will not violate any Law, regulations or ordinances applicable to such Shareholder; and (iii) will not violate or breach any contractual obligations of such Shareholder based on any Contract to which the Shareholder is a party and which prohibits the Transactions contemplated hereby.
2.3. No Finder’s Fee. Neither the Shareholder nor its agent or representative has engaged any broker or finder or incurred any liability for any brokerage fees, commissions or finders’ fees in connection with the Transactions contemplated herein.
2.4. Purchase Entirely for Own Account. The Common Stock to be acquired by each of the Shareholders hereunder will be acquired for investment for their own accounts, and not with a view to the resale or distribution of any part thereof, and each Shareholder has no present intent of selling or otherwise distributing any shares of the Parent’s Common Stock, except in compliance with applicable securities laws.
2.5. Available Information. Each Shareholder has such Knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of an investment in the Parent and has had an opportunity to ask questions of and receive answers from the management team of the Parent relative to the financial condition and affairs thereof.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company represents and warrants to the other Parties that:
3.1. Organization, Standing and Corporate Power. The Company is duly organized, validly existing and in good standing under the Laws of Hong Kong and has the requisite corporate power and authority and all government licenses, authorizations, permits, consents and approvals required to own, lease and operate its properties and carry on its business as now being conducted in various jurisdictions.
The execution and delivery of this Agreement by the Company and the consummation of the Transactions contemplated by this Agreement will not result in any Material violation of the Company’s articles of incorporation and bylaws or any applicable Law or Material Agreement, as defined below, to which the Company is a party .
3.2. Capital Structure of the Company. As of the date of this Agreement, all outstanding shares of common stock of the Company are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. As of the date hereof, the Shareholders of the Company as listed in Exhibit A own 100% of the Company Shares issued and outstanding. As soon as practicable after the Closing, the Company shall update its share registration record to reflect the Parent as the sole owner of the Company Shares purchased or exchanged pursuant to this Agreement.
本公司資本結構： 截至本協議日期，本公司所有已發行普通股股份已獲正式授權，有效發行，已全額支付及不應課稅，且不受先行權利約束。 截至本公布日期，本公司列于附表A的股東擁有已發行在外的本公司股份的100％。交割後，本公司將盡快更新其股份登記記錄，以反映母公司爲根據本協議購買或交換的本公司股份的多數持有人。
3.3. Governmental Authorization. No consent, approval, Order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity, is required in connection with the execution and delivery of this Agreement or the consummation of the Transactions contemplated hereby.
3.4. Absence of Certain Changes or Events. As of the Company’s Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any:
(i) Material Adverse Change with respect to the Company;
(ii) condition, event or occurrence which could reasonably be expected to prevent, hinder or Materially delay the ability of the Company to consummate the Transactions;
(iii) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than those disclosed in subsection 3.7 or in the ordinary course and in amounts and on terms consistent with past practices;
(iv) creation or other incurrence by the Company of any Lien on any Asset other than those disclosed in subsection 3.7 or in the ordinary course consistent with past practices;
(v) labor dispute, other than routine, individual grievances, or, to the Knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company to conduct any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(vi) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(vii) Material write-offs or write-downs of any Assets of the Company;
(viii) transactions or commitments made, or any Contract or agreement entered into, by the Company relating to its Assets or business (including the acquisition or disposition of any Assets) or any relinquishment by the Company or any Contract or other right, in either case, Material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated in this Agreement;
(ix) damages, destruction or losses having, or reasonably expected to have, a Material Adverse Change on the Company; or
(x) other conditions, events or occurrence which individually or collectively could reasonably be expected to have a Material Adverse Change to the Company.
3.5. Certain Fees. No brokerage or finder’s fees or commissions are or will be payable by the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other person with respect to the Transactions.
3.6. Tax Returns and Tax Payments. The Company has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company have been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). No claim has ever been made in writing or otherwise addressed to the Company by a taxing authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company have not, as of the Company’s Balance Sheet Date, exceeded the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). As of the Closing Date, the unpaid Taxes of the Company will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Company.
No Material claim for unpaid Taxes has been made or become a Lien against the property of the Company or is being asserted against the Company, no audit of any Tax Return of the Company is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company and is currently in effect.
As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.
如本協議所使用的，“稅收”是指所有任何種類的稅收，包括但不限于那些由或稱爲收入，總收入，銷售，使用，從價，特許經營，利潤，許可證，預扣稅，工資表 ，就業，消費稅，遣散費，郵票，職業，溢價，增值稅，財産或意外利潤稅，關稅或類似費用，任何種類的評估或收費，以及任何利息和任何罰款， 國內或國外的任何政府當局施加的額外的稅務款項。 如本協議所使用的，“納稅申報單”是指向稅務局提交的任何申報表，報告或聲明。
3.7. Material Agreements. Schedule 3.7 lists the following Contracts and other agreements (“Material Agreements”) to which the Company is a party: (i) any agreement (or group of related agreements) for the ownership or lease of real property; (ii) any agreement forming a partnership, strategic alliances, collaboration, profit sharing or joint venture; (iii) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,000, or under which a security interest has been imposed on any of its Assets, tangible or intangible; (iv) any agreements relating to the acquisition (by merger, purchase of units or assets or otherwise) by the Company of any operating business or Material Assets or the capital stock of any other person; (v) any agreements for the sale of any of the Material Assets of the Company, other than in the ordinary course of business; (vi) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; and (vii) any other agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Change on the Company.
重要協議。附表3.7列出了本公司作为其中一方簽署的重要合同和協議（“重要協議”）：（i）不動産所有權或租賃的任何協議（或相關協議組）; （ii）任何形成合夥，戰略聯盟，合作，利潤分享或合資企業的協議; （iii）任何協議（或相關協議組），根據該協議創造，招致，承擔或保證任何超過25,000美元的借款的債務，或根據該協議對其任何資産施加擔保權益，有形或無形的; （iv）任何與本公司收購（通過合並，購買單位或資産或其他方式）任何經營業務或重大資産或任何其他人的股本有關的協議; （v）非正常業務過程中銷售本公司任何重大資産的任何協議; （vi）本公司的任何直接或間接的擔保，擔保或彌償保證協議;及（vii）違約或終止的後果可合理地預期會對本公司造成重大不利影響的任何其他協議。
The Company has made available to the Parent either an original or a correct and complete copy of each written Material Agreement. Except as set forth on Schedule 3.7, with respect to each Material Agreement to which the Company is a party thereto: (i) the agreement is the legal, valid, binding, enforceable obligation of the Company, as the case may be, and is in full force and effect in all Material respects, subject to bankruptcy and equitable remedies exceptions; (ii) (A) the Company is not in Material breach or default thereof and (B) no event has occurred which, with notice or lapse of time, would constitute a Material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; and (iii) the Company has not repudiated any Material provision of any of the Material Agreements.
本公司向母公司提供每份書面協議的原件或正本及完整副本。 除非如附件3.7所列的合同，本公司是以下每份重大協議的訂約方，這些：（i）協議是本公司（視屬何情況而定）的合法的，有效的，具約束力的及可強制執行的責任，且在所有重大方面具有完全的效力，並須符合破産和公平補救的例外情況; （ii）（A）本公司並無重大違約或違約，及（B）並無發生任何事件，如有通知或隨時間推移，將構成重大違約或違約，或許可使重大協議終止，修改或加速; 及（iii）本公司並無否認任何重大協議之任何重大條款。
3.8. Properties. The Company has good, clear and marketable title to all the tangible properties and tangible Assets reflected in the latest consolidated financial statements (the “Consolidated Financial Statements”) as being owned by the Company or acquired after the date thereof which are, individually or in the aggregate, Material to their business (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business). A list of Material Assets is set forth in Schedule 3.8 attached hereto. The Company has provided the Consolidated Financial Statements to the Parent.
3.9. Board Recommendation. The board of directors of the Company (the “Company Board”) has determined that the terms of the Transactions are fair to and in the best interests of the Shareholders of the Company. The Company Board shall deliver written resolutions to approve and authorize the Transactions contemplated herein on or before the Closing Date.
3.10. Undisclosed Liabilities. The Company has no liabilities or monetary obligations of any nature (whether fixed or unfixed, secured or unsecured, known or unknown and whether absolute, accrued, contingent, or otherwise) except for such liabilities or obligations reflected or reserved against in the Consolidated Financial Statements.
3.11 Good Title. Each Shareholder is the record and beneficial owner, and has good and marketable title to its Shares as set forth in Exhibit A, with the right and authority to sell and deliver such Company Shares to the Parent as provided herein. Upon registering the Parent as the new owner of the Shareholders’ Company Shares in the share register of the Company, the Parent shall receive good title to such Company Shares, free and clear of all Liens.
優良産權。 每股股東均爲記錄上的及實質上的权益擁有人，並擁有附件A所載其股份之優良及可銷售股權，並有權按本規定向母公司出售及交付該等本公司股份。 于本公司股東名冊上注冊母公司作爲股東公司股份的新擁有人後，母公司將獲得該等公司股份的優良産權，而該等股份是免除留置权的。
3.12 No Conflicts. The execution and delivery of this Agreement by the Company (i) will not violate any Law, regulations or ordinances applicable to the Company; and (ii) will not violate or breach any contractual obligations of the Company based on any Contract to which the Company is a party and which prohibits the Transactions contemplated hereby.
無衝突。 本公司執行和交付本協議（i）不會違反適用于本公司的任何法律，法規或條例; 及（ii）不會造成本公司在其爲一方的任何合約的任何合約違約責任，且禁止本公司在本協議項下擬訂之交易。
REPRESENTATIONS AND WARRANTIES OF THE PARENT
The Parent hereby represents, warrants, covenants and agrees as follows:
4.1. Organization, Standing and Corporate Power. The Parent is a Nevada Company duly organized, validly existing and in good standing under the laws of the State of Nevada. The Parent is not in violation of any provisions of its articles of incorporation and bylaws. No consent, approval or agreement of any individual or entity is required to be obtained by the Parent in connection with the execution and performance by the Parent of this Agreement or the execution and performance by the Parent of any agreements, instruments or other obligations entered into in connection with this Agreement.
公司組織，狀態和公司權力。 母公司是一家內華達州公司，根據內華達州法律正式組建，有效存在且信譽良好。 母公司並無違反其組織章程大綱或章程細則的任何條文。 任何個人或實體的同意，批准或協議不得由母公司在執行和履行本協議的母公司或母公司在執行和履行任何協議，文書或其他義務時獲得與本協議有關的。
The Parent has full power and authority to carry out the Transactions provided for in this Agreement, and this Agreement constitutes the legal, valid and binding obligations of the Parent, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency and other laws of general application affecting the enforcement of creditor’s rights and except that any remedies in the nature of equitable relief are in the discretion of the court. The execution and delivery of this Agreement by the Parent and the consummation of the Transactions contemplated by this Agreement will not result in any Material violation of the Parent’s articles of incorporation as amended from time to time, bylaws and any applicable Law.
4.2. Shares of Common Stock. The Parent’s Common Stock, when issued pursuant to this Agreement, will be duly and validly authorized and issued, fully paid and non-assessable.
4.3. Capitalization. The authorized capital of the Parent consists of 600,000,000 shares of Common Stock, par value $0.001 per share, 105,000,000 of which have been issued and outstanding as of the date hereof. The Parent has not created or authorized any class or series of preferred shares and has no obligation or understanding to do so.
4.4. Compliance. The Parent has complied with, is not in violation of, and has not received any notices of violation of any federal, state, local or foreign Law, judgment, decree, injunction or order, applicable to it, with respect to the conduct of its business or the ownership or operation of its business.
4.5. Tax Liabilities. The Parent has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Parent have been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). No claim has ever been made in writing or otherwise addressed to the Parent by a taxing authority in a jurisdiction where the Parent does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Parent have not, as of the Parent’s Balance Sheet Date, exceeded the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). As of the Closing Date, the unpaid Taxes of the Parent will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Parent.
No Material claim for unpaid Taxes has been made or become a Lien against the property of the Parent or is being asserted against the Parent, no audit of any Tax Return of the Parent is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Parent and is currently in effect.
4.6. Undisclosed Liabilities. The Parent has no liabilities or monetary obligations of any nature (whether fixed or unfixed, secured or unsecured, known or unknown and whether absolute, accrued, contingent, or otherwise) except for such liabilities or obligations reflected or reserved against in the Parent’s Financial Statements.
4.7. Certain Fees. No brokerage or finder’s fees or commissions are or will be payable by Parent to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other person with respect to the Transactions.
4.8. Board Determination. The Parent Board deems that the terms of the Transactions are fair to and in the best interests of the Parent and its shareholders and will deliver a written consent with respect to the contemplated Transactions to the Company before the Closing.
5.1. Lock-up. Effective upon the Closing Date and till two year anniversary thereafter (the “Lock-up Period”), Chen agrees with the Parent not to, without written consent of the Parent, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose of, any shares of Common Stock owned as of the Closing Date (including, without limitation, Common Stock which may be deemed to be beneficially owned by Chen in accordance with the rules and regulations promulgated under the Securities Act of 1933 , as amended (the “Securities Act”) or securities convertible into or exercisable or exchangeable for the Common Stock), (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the beneficially owned shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock, or (iii) engage in any short selling of the Common Stock; provided that Chen may, without approval or consent from any Party and subject to the applicable laws, offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of certain amount of his shares of Common Stock pro rata as to the extent that Song offers, sells, assigns, transfers, pledges, contracts to sell, or otherwise disposes of, his shares of Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock within the Lock-up Period.
禁售。自交割日期起生效至其後兩週年（“禁售期”）， 陳同意未經母公司直接或間接書面同意，其不会（i）提供，出售，讓与，轉讓，質押，合約出售，或以其他方式處置或宣布以其他方式處置於交割日期擁有的任何普通股股份的意圖（根據1933年“證券法”（經修訂）頒布的規則和條例（“證券法”）或可轉換為普通股或可行使或可交換普通股的證券，包括但不限於可被視為由Chen實益擁有的普通股），（ii）訂立任何掉期，對沖或類似協議或安排，全部或部分轉讓普通股實益股份的所有權或可轉換為普通股可行使或可兌換的證券的所有權的經濟風險，或（iii）進行任何賣空普通股; 但未經任何一方的批准或同意並受適用法律約束的，陳可以按比例提供，出售，讓与，轉讓，質押，出售或以其他方式處置其按比例分配的在禁售期內由宋提供，出售，讓与，轉讓，抵押，出售或以其他方式處置的普通股股票或可轉換為或可行使或可兌換普通股的證券。
5.3 Leak-out Notice. Song hereby agrees to provide reasonable and timely advance notice (the “Leak-out Notice”) in writing to Chen with respect to Song’s transfer of his shares of Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock during the Lock-up Period. The Leak-out Notice shall provide the number of shares of Common Stock to be sold or offered for sales or that the securities to be sold or transferred are convertible into or exercisable or exchangeable for, the date or period of dates when Song intends to sell, transfer or assign, pledge or offer to sell such securities, and the ownership interest of Song in the Parent before and after the said intended sale or transfer.
CONDITIONS TO CLOSING
The following events described herein must occur or be caused to occur before the Closing, not including the Closing Date, unless any of the events is waived by all of the Parties collectively:
(i) the representations and warranties of the Shareholders, the Company, and the Parent described respectively in Articles 2, 3, and 4 shall be true and correct in all Material respects on and as of the Closing Date with the same force and effect as if made on such a date;
(ii) no Material Adverse Change in the business or financial condition of the Parent and the Company shall have occurred or be threatened to occur since the date of this Agreement, and no action, suit or proceedings shall be threatened or pending before any court, governmental agency, authority or regulatory body seeking to restrain, prohibit or obtain damages or other relief in connection with this Agreement or the consummation of the transactions contemplated by this Agreement or that, if adversely decided, has or may have a Material Adverse Change;
(iii) the Company shall have delivered to the Parent a certificate executed by the authorized officer of the Company certifying: (a) resolutions duly adopted by the Company’s Board authorizing this Agreement and the Transactions and (b) the Company’s articles of incorporation as in effect immediately prior to the Closing Date, including all amendments thereto; and the Parent shall have delivered to the Company and the Shareholders a certificate executed by the authorized officer of the Parent certifying: (a) resolutions duly adopted by the Board authorizing this Agreement and the Transactions and (b) the articles of incorporation and bylaws of the Parent as in effect immediately prior to the Closing Date, including all amendments thereto.
7.1. Closing. The closing (the “Closing”) of the transactions contemplated by this Agreement (the “Transactions”), shall take place at the offices of the Parent’s and Company’s counsel’s office with the primary business address at 1185 Avenue of Americas, 37th Floor, New York, NY 10036, commencing upon the satisfaction or waiver of all conditions and obligations of the Parties to consummate the Transactions on March 29, 2019 or another date as the Parties shall mutually agree (the “Closing Date”).
交割。根据本協議（“交易”）擬進行的交割（“交割”）， 應在母公司和本公司律師辦公室的辦公室進行，其律师事务所主要營業地址為1185 Avenue of Americas, 37th Floor, New York, NY 10036，開始於2019年3月29日，或雙方同意的另一个滿足或放棄雙方完成交易的所有條件和義務的日期（“交割日期”）。
7.2. Deliveries from the Parent. On the Closing Date, the Parent shall complete and deliver the following to the Company and Song:
(i) a board resolution of the Parent’s Board to approve and ratify this Agreement, the New Issuance and Additional Issuance, and all the ancillary documents and actions to consummate the Transactions contemplated herein;
(ii) an officer’s certificate from an authorized officer of the Parent representing that (a) all the representations and warranties set forth in Article 4 shall be true and correct in all Material respects on and as of the Closing Date with the same force and effect as if made on such a date, (b) the resolutions by the Company’s Board authorizing this Agreement and the Transactions have been duly adopted, and (c) the Company’s articles of incorporation as in effect immediately prior to the Closing Date, including all amendments thereto, are complete and true;
(iii) a transmittal letter (the “Transmittal letter”) to the Parent’s transfer agent VStock Transfer, LLC to issue shares of the Common Stock to each Shareholder and Grantee as listed in Exhibit A; and
（iii）向母公司的轉讓代理人VStock Transfer, LLC發送一份轉發函（“傳遞信”），以向附件A所列的每名股東及承授人發行普通股股份;
(iv) a board resolution of the Parent’s Board to appoint the New Directors and Song as the new CEO, effective on the Closing Date.
7.3. Deliveries from the Company. On the Closing Date, the Company shall deliver or cause to be delivered to the Parent the following:
(i) a board resolution of the Company Board to approve and ratify this Agreement and all of the ancillary documents and actions to consummate the Transactions contemplated herein;
(ii) an officer’s certificate from an authorized officer of the Company representing that (a) all the representations and warranties set forth in Article 3 shall be true and correct in all Material respects on and as of the Closing Date with the same force and effect as if made on such a date, (b) the resolutions by the Parent’s Board authorizing this Agreement and the Transactions have been duly adopted, and (c) the Parent’s articles of incorporation as in effect immediately prior to the Closing Date, including all amendments thereto, are complete and true; and
(iii) an updated share registration record of the Company to reflect the ownership of the Parent which will be equal to 100% of the issued and outstanding equity interest in the Company.
7.4. Deliveries from each Shareholder.
On or prior to the Closing Date, each Shareholder shall deliver or cause to be delivered to the Parent the stock certificates representing each Shareholder’s Company Shares in the amounts set forth in Exhibit A with an appropriate signature medallion guarantee, stock power or such other proof of ownership as shall be reasonably acceptable to the Parent to transfer Company Shares owned by each Shareholder to the Parent.
股東交付。 于交割日期或之前，每名股東須按照附件A所載的數額交付或安排向母公司交付代表每名股東的公司股票的股票，並附有適當的簽名因章保證，股票權力等 其他所有權證明，其證明文件應爲母公司认为合理可接受的，以便母公司將每位股東擁有的公司股份轉讓給母公司。
7.5. Deliveries from the Pledger. On the Closing Date, each Pledger shall deliver or cause to be delivered to Chen a stock power in blank to transfer their shares in the Parent pursuant to the Pledge Agreement.
POST CLOSING DELIVERIES
8.1. Change of the Parent’s Shareholder Record. As soon as practicable after the Closing, the Parent shall cause its transfer agent to update the shareholder record based on the Transmittal Letter.
8.2. Payment. In accordance with Article 1.4, within three (3) months from the Closing Date, the Company and Song shall make the Repayment of Loans to Chen.
9.1. Termination. This Agreement may be terminated and rescinded at any time (the “Termination Date”) prior to the Closing Date:
(i) by mutual written agreement of the Company and Parent duly authorized by the Company Board and Parent Board;
(ii) by either the Company or Parent, if any of the two Parties (which, in the case of Company, shall mean the Company or any Shareholder) has breached any Material representation or warranty set forth in this Agreement and such breach has resulted or can reasonably be expected to result in a Material Adverse Change on such other Parties or would prevent or Materially delay the consummation of the Transactions; or
由本公司或母公司（如果本公司的情況下，指本公司或其任何股東），如果任何一方違反本協議中規定的任何聲明或保證，且該違約行爲 導致或可合理預期會對該其他訂約各方造成重大不利變動，或會阻礙或大幅延遲該等交易的完成; 或者
(iii) by any Party, if a permanent injunction or other Order by any court which would make illegal or otherwise restrain or prohibit the consummation of the Transactions shall have been issued and shall have become final and non-appealable;
9.2. Notice of Termination. Any termination of this Agreement under Section 9.1 will be effective immediately upon the delivery of written notice of the terminating Party to the other Parties hereto specifying with reasonable particularity the reason for such termination.
10.1. Entire Agreement. This Agreement constitutes the entire agreement among the Parties relating to the subject matter hereof, superseding any and all prior or contemporaneous oral and prior written agreements, understandings and letters of intent. This Agreement may not be modified or amended nor may any right be waived except by a writing which expressly refers to this Agreement, states that it is a modification, amendment or waiver and is signed by all Parties with respect to a modification or amendment or the Party granting the waiver with respect to a waiver. Neither course of conduct or dealing nor trade custom or usage shall modify any provisions of this Agreement.
全部協議。 本協議構成各方之間就本協議標的事項達成的完整協議，取代任何及所有先前或同期的口頭和先前書面協議，備忘錄和意向書。 本協議不得修改，也不得免除任何權利，除非明確提及本協議的書面聲明其爲修改或棄權，並由所有締約方就修改或修訂或 有關豁免的授予豁免的一方。 任何行爲或交易，或任何貿易慣例或使用均不得修改本協議的任何條款。
10.2. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions contemplated hereby is not affected in any manner adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible, in a mutually acceptable manner, to the end that Transactions are fulfilled to the extent possible.
可分割性。 如果本協議的任何條款或其他規定無效，非法或無法通過任何法律法規或公共政策強制執行，只要在經濟上或協議預期的交易的法律實質不受任何方面的不利影響，本協議的所有其他條件和規定仍然具有完全的效力。 在確定任何條款或其他條款無效，非法或無法執行時，本協議雙方應善意修改本協議，以便在雙方均可接受的情況下盡可能實現雙方的原始意圖以盡可能實現交易爲目的。
10.3. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, U.S. applicable to Contracts made and to be performed entirely within such a jurisdiction.
10.4. Parties in Interest. This Agreement shall be binding upon and inure to the benefits of the Parties hereto.
10.5. Counterparts. This Agreement may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one Party, but all such counterparts taken together will constitute one and the same Agreement. This Agreement, to the extent delivered by means of a facsimile machine or electronic mail (any such delivery, an “Electronic Delivery”), shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any Party hereto, each other Party hereto shall re-execute original forms hereof and deliver them in person to all other Parties.
文本。 本協定可以同時以兩個或多方同時執行，其中任何一方不必包含一個以上締約方的簽名，但所有這些對方一起構成同一項協議。 在通過傳真機或電子郵件（任何此類交付，“電子交付”）提供的範圍內，本協議應被視爲原始協議或文書的所有方式和方面，並應被視爲具有相同的 具有法律約束力的法律效力，猶如其本人簽署的原件一樣。 應任何締約方的請求，本協定的其他締約方應重新簽署本協定的原始形式並將其交付所有其他締約方。
10.6. Liquidated Damages. The Parties hereto acknowledge and agree that one hundred thousand ($100,000) dollars shall constitute liquidated damages and not penalties and are in addition to all other equitable rights of each Party, including the right to claim a default. The Parties further acknowledge that (i) the amount of loss or damages likely to be incurred is incapable or is difficult to precisely estimate, (ii) the amounts specified in such subsections bear a reasonable relationship to, and are not plainly or grossly disproportionate to, the probable loss likely to be incurred in connection with any failure by the non-performance of a Party, (iii) one of the reasons for all of the Parties reaching an agreement as to such amounts was the uncertainty and cost of litigation regarding the question of actual damages, and (iv) the Parties are sophisticated business parties and have negotiated this Agreement at arm's length.
10.7. English Prevails. Should there be any inconsistency or conflict between the English and Chinese versions of the Agreement, the English version shall prevail.
The following terms, as used in the Agreement, have the following meanings:
“Agreement” shall have the meaning set forth in the Preamble.
“Assets” shall mean all of the assets, properties, businesses and rights of such Person of every kind, nature, character and description, whether real, personal or mixed, tangible or intangible, accrued or contingent, or otherwise relating to or utilized in such Person’s business, directly or indirectly, in whole or in part, whether or not carried on the books and records of such Person, and whether or not owned in the name of such Person or any Affiliate of such Person and wherever located.
“Closing” shall have the meaning set forth in Section 7.1 of the Agreement.
“Closing Date” shall have the meaning set forth in Section 7.1 of the Agreement.
“Common Stock” shall mean the common stock of the Parent.
“Company” shall have the meaning set forth in the Preamble.
“Company Board” shall have the meaning set forth in Section 3.9 of the Agreement.
“Company Disclosure Schedule” shall have the meaning set forth in the opening paragraph of Article 3 of the Agreement.
“Company Share(s)” shall have the meaning set forth in the Recitals of the Agreement.
“Company’s Balance Sheet Date” shall have the meaning set forth in Section 3.4 of the Agreement.
“Consolidated Financial Statements” shall have the meaning set forth in Section 3.8 of the Agreement.
“Contract” means any written or oral agreement, arrangement, commitment, contract, indenture, instrument, lease, obligation, plan, restriction, understanding or undertaking of any kind or character, or other document to which any Person is a party or by which such Person is bound
“Dollars” shall mean the lawful currency of the United States unless otherwise defined.
“Electronic Delivery” shall have the meaning set forth in Section 10.5 of the Agreement.
“Governmental Entity” shall mean any government or any agency, bureau, board, directorate, commission, court, department, official, political subdivision, tribunal, or other instrumentality of any government, whether federal, local, domestic or foreign.
“Knowledge” means the actual knowledge of the officers of a party, and knowledge that a reasonable person in such capacity should have after due inquiry.
“Law” means any code, law, ordinance, regulation, reporting or licensing requirement, rule, or statute applicable to a Person or its Assets, liabilities or business, including those promulgated, interpreted or enforced by any Governmental Entity.
“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interests or encumbrance of any kind in respect to such asset, other than any encumbrances created by the Parent.
“Material” and “Materially” for purposes of this Agreement shall be determined in light of the facts and circumstances of the matter in question; provided that any specific monetary amount stated in this Agreement shall determine Materiality in that instance.
“Material Agreements” shall have the meaning set forth in Section 3.7 of the Agreement.
“Material Adverse Change” means, with respect to any Person or Party, a material adverse change on the condition (financial or otherwise), business, Assets, liabilities or the reported or reasonably anticipated future results or prospects of such Person taken as a whole; provided, however, that any adverse change, event, development or effect arising from or relating to any of the following shall not be taken into account in determining whether there has been a material adverse change: (a) general business or economic conditions, (b) national or international political or social conditions, including the engagement by or Taiwan in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon Taiwan, or any of its territories, possessions, or diplomatic or consular offices or upon any military installation, equipment or personnel of Taiwan, (c) financial, banking, or securities markets (including any disruption thereof and any decline in the price of any security or any market index), (d) changes in generally accepted accounting principles, (e) changes in laws, rules, regulations, orders, or other binding directives issued by any Governmental Entity or (f) the taking of any action required by this Agreement and the other agreements contemplated hereby.
“重大不利變化”是指對于任何個人或一方而言，對該人的整體狀況（財務或其他），業務，資産，負債或報告或合理預期的未來結果或前景的重大不利變化;但是，在確定是否存在重大不利變化時，不得考慮由以下任何事項引起或與之相關的任何不利變更，事件，發展或影響：（a）一般業務或經濟條件， b）國家或國際政治或社會條件，包括台灣參與敵對行動，無論是否根據國家緊急情況或戰爭的宣布，或對台灣或其任何領土發生任何軍事或恐怖主義攻擊（c）金融，銀行或證券市場（包括其任何破壞以及任何證券或任何市場指數的價格下跌），財産，外交或領事機構或任何軍事裝置，設備或人員， （d）普遍接受的會計原則的變化，（e）法律，規則，條例，命令或任何政府實體發布的其他具有約束力的指令的變化，或（f）采取本協議和其他所訂立的協議特此。
“MOU” shall have the meaning in the Recitals of the Agreement.
“Order” means any administrative decision or award, decree, injunction, judgment, order, quasi-judicial decision or award, ruling, or writ of any Governmental Entity.
“Parent” shall have the meaning set forth in the Preamble.
“Parent Board” shall have the meaning set forth in Section 1.2 of the Agreement.
“Party” or “Parties” shall have the meaning set forth in the Preamble.
“Person” means an individual, a corporation, a partnership, an association, a trust, a limited liability company or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.
“Shareholders” shall have the meaning set forth in the Preamble.
“Tax” or “Taxes” shall have the meaning set forth in Section 3.6 of the Agreement.
“Tax Return(s)” shall have the meaning set forth in Section 3.6 of the Agreement.
“Termination Date” shall have the meaning set forth in Section 9.1 of the Agreement.
“Transactions” shall mean the transactions contemplated by the Parties under this Agreement and the related documents.
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【Signature Page for the Stock Purchase/ Exchange Agreement】
IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.
|PARENT: China VTV Limited (a Nevada Company) |
|By:||/s/ Guoping Chen|
|Guoping Chen 陈国平|
COMPANY: China VTV Ltd. (a Hong Kong Company)
/s/ Tijin Song
|/s/ Guoping Chen|
|/s/ Tijin Song|
|/s/ Yatao Wang|
【Signature Page for the Stock Purchase/ Exchange Agreement Cont’d】
|By:||/s/ Liqiang Meng|
|/s/ Daoxin Zhang|
|/s/ Hongbin Dong|
|/s/ Xiaohua Jin|
|/s/ Haibing Lu|
|/s/ Zhefei Chen|
Number of Company Shares Owned by Shareholders Before the Closing
Number of Company Shares Owned by Shareholders after the Closing股東在交割後擁有的本公司股份數目
Number of Shares of Parent’s Common Stock Owned by Shareholders before the Closing股東在交割前擁有母公司普通股數量
Number of Shares of Parent’s Common Stock Owned by Shareholders after the Closing股東在交割後擁有的母公司普通股股份數目
Percentage of the issued and outstanding Common Stock after the Closing
* Song intends to sell approximately 30,000,000 shares of his common stock of the Parent to the investors and use the proceeds of such sales to fund the operations of the Parent. In addition, Song plans to transfer approximately 15,000,000 shares of his common stock in the Parent to certain employees of the Company for the past services, particularly with respect to the development of the Company’s OTT platform.
Stock Pledge Agreement
Schedule 3.7 Company Disclosure Schedule
The China Wei Shi OTT Platform Maintenance Agreement between China VTV Limited (Hong Kong) and Xin Mei Culture and Media Co., Ltd. dated December 22, 2016.
5. Zhonghuaweishi.com 6. Zhonghuaweishi.com.cn
Zhonghuaweishi.com has been approved by the China Ministry of Industry and Information Technology.
Certain trademarks have been applied in Taiwan but are currently in dispute.
Social media accounts
1. Facebook account
Approximately 380,000 followers 大约38万跟踪者
2. Wei Bo account
Approximately 630,000 followers大约63万跟踪者
3. Miao Pai account
Internet TV platforms
Zhonghua Weishi cell phone app