Stock Purchase Agreement between Newagecities.com Inc., Chen Xiaochun, Yang Fang, and Shanghai G-Choice Science and Technology Development Company, Limited

Summary

This agreement is between Newagecities.com Inc. (NACT), Chen Xiaochun, Yang Fang, and Shanghai G-Choice Science and Technology Development Company, Limited (G-Choice). NACT will acquire 80% of G-Choice's outstanding shares from the shareholders in exchange for 800,000 shares of NACT's common stock. The agreement outlines the exchange process, representations, and warranties of the parties, and states that the NACT shares are for investment purposes and not registered for public resale. The transaction is intended to comply with relevant securities laws and is subject to certain conditions and representations by both parties.

EX-2.2 4 exhibit2-2.txt STOCK PURCHASE AGREEMENT This agreement is made between Newagecities.com Inc. (OTCBB: NACT), an Idaho corporation in the US having its principal executive office at its principal executive offices at 301 Clematis Street, Suite 3124 West Palm Beach, FL 33401, hereinafter referred to as "NACT", Chen Xiaochun and Yang Fang, hereinafter referred to as "Shareholders, and Shanghai G-Choice Science and Technology Development Company, Limited, ("G-Choice") having its principal executive offices at T2-15A, JiaHui Plaza 2601 XieTu Road, Shanghai China, hereinafter called "Company".: RECITALS A. The Shareholders are the owners of record of all of the outstanding shares of the common stock of Shanghai G-Choice Science and Technology Development Company. B. NACT desires to purchase, and the shareholders desire to sell 80% of the ownership in Shanghai G-Choice Science and Technology Development Company. C. It is the intention of the parties hereto that: (i) NACT shall acquire 80% of the issued and outstanding capital stock of the Company in exchange solely for 800,000 shares of NACT authorized but unissued Common Stock set forth below (the "Exchange"); (ii)the Exchange shall qualify as a transaction in securities exempt from registration or qualification under the Securities Act of 1933, as amended, (the "Act") and under the applicable securities laws of the state or jurisdiction where the Shareholders reside. NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations and warranties contained in this Agreement, the parties hereto agree as follows: CONSIDERATION In consideration of the above premises, for the consideration, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: TERMS AND CONDITIONS SECTION 1. EXCHANGE OF SHARES 1.1 Exchange of Shares. NACT and the Shareholders hereby agree that the Shareholders shall, on the Closing Date (as hereinafter defined), exchange 80% of their issued and outstanding shares of the capital stock of the Company (the "G-Choice Shares") for 800,000 shares of NACT Common Stock, $.02 par value (the "NACT Shares") set forth in Exhibit A hereto. The number of shares of capital stock owned by the Shareholders and the number of NACT Shares which the Shareholders will be entitled to receive in the Exchange is set forth in Exhibit A hereto. 1.2 Delivery of G-Choice Shares. On the Closing Date, the Shareholders will deliver to NACT the certificates representing the G-Choice Shares, duly endorsed (or with executed stock powers) so as to make NACT the sole owner thereof. NACT shall deliver to the Shareholders the NACT Shares to be delivered to the Shareholders. 1.3 Investment Intent. The NACT Shares have not been registered under the Securities Act of 1933, as Amended, and may not be resold unless the NACT Shares are registered under the Act or an exemption from such registration is available. The Shareholders represent and warrant that they are acquiring the NACT Shares for their own account, for investment, and not with a view to the sale or distribution of such Shares. Each certificate representing the NACT Shares will have a legend thereon incorporating language as follows: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"). The shares have been acquired for investment and may not be sold or transferred in the absence of an effective Registration Statement for the shares under the Act unless in the opinion of counsel satisfactory to the Company, registration is not required under the Act." SECTION 2. REPRESENTATIONS AND WARRANTIES OF G-CHOICE AND THE SHAREHOLDERS The Company and the Shareholders hereby represent and warrant as follows: 2.1 Organization and Good Standing; Ownership of Shares. G-Choice is a corporation duly organized, validly existing and in good standing under the laws China, and is entitled to own or lease its properties and to carry on its business as and in the places where such properties are now owned, leased or operated and such business is now conducted. G-Choice does not have any subsidiaries. There are no outstanding subscriptions, rights, options, warrants or other agreements obligating either G-Choice or the Shareholders to issue, sell or transfer any stock or other securities of G-Choice. 2.2 Ownership of Capital Stock. The Shareholders are the owners of record and beneficially of all of the shares of capital stock of G-Choice, all of which shares are free and clear of all rights, claims, liens and encumbrances, and have not been sold, pledged, assigned or otherwise transferred except pursuant to this Agreement. 2.3 Financial Statements, Books and Records. There has been previously delivered to NACTthe unaudited balance sheet of G-Choice as at June 30, 2001(the "Balance Sheet"). The Balance Sheet is true and accurate and fairly represents the financial position of G-Choice as at such date, and has been prepared in accordance with generally accepted accounting principles consistently applied. 2.4 No Material Adverse Changes. Since the date of the Balance Sheet there has not been: (i) any material adverse change in the assets, operations, condition (financial or otherwise) or prospective business of G-Choice; (ii) any damage, destruction or loss materially affecting the assets, prospective business, operations or condition (financial or otherwise) of G-Choice, whether or not covered by insurance; (iii) any declaration, setting aside or payment of any dividend or distribution with respect to any redemption or repurchase of G-Choice's capital stock; (iv) any sale of an asset (other than in the ordinary course of business) or any mortgage or pledge by G-Choice of any properties or assets; or (v) adoption of any pension, profit sharing, retirement, stock bonus, stock option or similar plan or arrangement. 2.5 Taxes. G-Choice has prepared and filed all appropriate tax returns for all periods prior to and through the date hereof for which any such returns have been required to be filed by it and has paid all taxes shown to be due by said returns or on any assessments received by it or has made adequate provision for the payment thereof. 2.6 Compliance with Laws. G-Choice has complied with all Chinese laws, ordinances, regulations, inspections, orders, judgments, injunctions, awards or decrees applicable to it or its business which, if not complied with, would materially and adversely affect the business of G-Choice. 2.7 No Breach. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not: (i) violate any provision of the Articles of Incorporation or By-Laws of G-Choice; (ii) violate, conflict with or result in the breach of any of the terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any contract or other agreement to which G-Choice is a party or by or to which it or any of its assets or properties may be bound or subject; (iii) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, G-Choice, or upon the properties or business of G-Choice; or (iv) violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could have a materially adverse effect on the business or operations of G-Choice. 2.8 Actions and Proceedings. There is no outstanding order, judgment, injunction, award or decree of any court, governmental or regulatory body or arbitration tribunal against or involving G-Choice. There is no action, suit or claim or legal, administrative or arbitral proceeding or (whether or not the defense thereof or liabilities in respect thereof are covered by insurance) pending or threatened against or involving G-Choice or any of its properties or assets. There is no fact, event or circumstances that may give rise to any suit, action, claim, investigation or proceeding. 2.9 Brokers or Finders. No broker's or finder's fee will be payable by G-Choice in connection with the transactions contemplated by this Agreement, nor will any such fee be incurred as a result of any actions by G-Choice or the Shareholders. 2.10 Real Estate. G-Choice neither owns real property nor is a party to any leasehold agreement. 2.11 Tangible Assets. G-Choice has full title and interest in all machinery, equipment, furniture, leasehold improvements, fixtures, vehicles, structures, owned or leased by G-Choice, any related capitalized items or other tangible property material to the business of G-Choice (the "Tangible Assets"). G-Choice holds all rights, title and interest in all the Tangible Assets owned by it on the Balance Sheet or acquired by it after the date of the Balance Sheet, free and clear of all liens, pledges, mortgages, security interests, conditional sales contracts or any other encumbrances. All of the Tangible Assets are in good operating condition and repair and are usable in the ordinary course of business of G-Choice and conform to all applicable laws, ordinances and governmental orders, rules and regulations relating to their construction and operation. 2.12 Liabilities. G-Choice does not have any direct or indirect indebtedness, liability, claim, loss, damage, deficiency, obligation or responsibility, known or unknown, fixed or unfixed, liquidated or unliquidated, secured or unsecured, accrued or absolute, contingent or otherwise, including, without limitation, any liability on account of taxes, any other governmental charge or lawsuit (all of the foregoing collectively defined to as "Liabilities"), which were not fully, fairly and adequately reflected on the Balance Sheet. As of the Closing Date, G-Choice will not have any Liabilities, other than Liabilities fully and adequately reflected on the Balance Sheet, except for Liabilities incurred in the ordinary course of business. 2.13 Operations of G-Choice. From the date of the Balance Sheet and through the Closing Date hereof G-Choice has not and will not have: (i) incurred any indebtedness for borrowed money; (ii) declared or paid any dividend or declared or made any distribution of any kind to any shareholder, or made any direct or indirect redemption, retirement, purchase or other acquisition of any shares in its capital stock; (iii) made any loan or advance to any shareholder, officer, director, employee, consultant, agent or other representative or made any other loan or advance otherwise than in the ordinary course of business; (iv) except in the ordinary course of business, incurred or assumed any indebtedness or liability (whether or not currently due and payable); (v) disposed of any assets of G-Choice except in the ordinary course of business; or (vi) materially increased the annual rate of compensation of any executive employee of G-Choice; (vii) increased, terminated, amended or otherwise modified any plan for the benefit of employees of G-Choice; (viii) issued any equity securities or rights to acquire such equity securities; or (ix) except in the ordinary course of business, entered into or modified any contract, agreement or transaction. 2.14 Full Disclosure. No representation or warranty by G-Choice or the Shareholders in this Agreement or in any document or schedule to be delivered by them pursuant hereto, and no written statement, certificate or instrument furnished or to be furnished to NACT pursuant hereto or in connection with the negotiation, execution or performance of this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state any fact necessary to make any statement herein or therein not materially misleading or necessary to a complete and correct presentation of all material aspects of the businesses of G-Choice. 2.15 Representations and Warranties on Closing Date. The representations and warranties contained in this Section 2 shall be true and complete on the Closing Date with the same force and effect as though such representations and warranties had been made on and as of the Closing Date. SECTION 3. REPRESENTATIONS AND WARRANTIES OF NACT NACT hereby represents and warrants to the Company and the Shareholders as follows: 3.1 Organization and Good Standing. NACT is a corporation duly organized, validly existing and in good standing under the laws of the State of Idaho and is entitled to own or lease its properties and to carry on its business as and in the places where such properties are now owned, leased, or operated and such business is now conducted. The authorized capital stock of NACT consists of 45,000,000 shares of Common Stock, of which 22,315,000 shares are presently issued and outstanding. NACT is duly licensed or qualified and in good standing as a foreign corporation where the character of the properties owned by NACT or the nature of the business transacted by it make such license or qualification necessary. NACT does not have any subsidiaries other than newagecities.com, Inc., a Florida Corporation and Genesis Systems,Inc, a Minnesota Corporation. 3.2 The NACT Shares. The NACT Shares to be issued to the Shareholders have been or will have been duly authorized by all necessary corporate and stockholder actions and, when so issued in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable. 3.3 Financial Statements; Books and Records. There has been previously delivered to the Company, the audited balance sheet of NACT as at December 31,2000 and the unaudited balance sheet as at June 30, 2001 (the "NACT Balance Sheet") and the related statements of operations for the periods then ended (the "Financial Statements"). The Financial Statements are true and accurate and fairly represent the financial position of the Company as at such dates and the results of its operations for the periods then ended, and have been prepared in accordance with generally accepted accounting principles consistently applied. 3.4 No Material Adverse Changes. Since the date of the NACT Balance Sheet and except as otherwise disclosed in NACT reports or filings made under the Securities Exchange Act of 1934, there has not been: (i) any material adverse change in the assets, operations, condition (financial or otherwise) or prospective business of NACT; (ii) any damage, destruction or loss materially affecting the assets, prospective business, operations or condition (financial or otherwise) of NACT, whether or not covered by insurance; (iii) any declaration, setting aside or payment of any dividend or distribution with respect to any redemption or repurchase of NACT' capital stock; (iv) any sale of an asset (other than in the ordinary course of business) or any mortgage or pledge by NACT of any properties or assets; or (v) adoption of any pension, profit sharing, retirement, stock bonus, stock option or similar plan or arrangement. 3.5 Taxes. NACT has prepared and filed all appropriate federal, state and local tax returns of every kind and category (including, without limitation, income taxes, estimated taxes, excise taxes, sales taxes, inventory taxes, use taxes, gross receipt taxes, franchise taxes and property taxes) for all periods prior to and through the date hereof for which any such returns have been required to be filed by it or the failure to make such filings and resulting liability would not be material relative to the results of operations of NACT. NACT has paid all taxes shown to be due by said returns or on any assessments received by it or has made adequate provision for the payment thereof. 3.6 Compliance with Laws. NACT has complied with all federal, state, county and local laws, ordinances, regulations, inspections, orders, judgments, injunctions, awards or decrees applicable to their businesses, including Federal and State securities laws, which, if not complied with, would materially and adversely affect the business of NACT or the trading market for the shares of NACT Common Stock. 3.7 No Breach. The execution, delivery and performance of this and the consummation of the transactions contemplated hereby will not: (i) violate any provision of the Articles of Incorporation or By-Laws of NACT ; (ii) violate, conflict with or result in the breach of any of the terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any contract or other agreement to which NACT is a party or by or to which it or any of its assets or properties may be bound or subject; (iii) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, NACT or upon the properties or business of NACT; or (iv) violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could have a material adverse effect on the business or operations of NACT. 3.8 Actions and Proceedings. There is no outstanding order, judgment, injunction, award or decree of any court, governmental or regulatory body or arbitration tribunal against or involving NACT. There is no action, suit or claim or legal, administrative or arbitral proceeding or (whether or not the defense thereof or liabilities in respect thereof are covered by insurance) pending or threatened against or involving NACT or any of its properties or assets. Except as set forth on Schedule 3.8, there is no fact, event or circumstances that may give rise to any suit, action, claim, investigation or proceeding. 3.9 Brokers or Finders. No broker's or finder's fee will be payable by NACT in connection with the transactions contemplated by this Agreement, nor will any such fee be incurred as a result of any actions by NACT. 3.10 Liabilities. NACT does not have any direct or indirect indebtedness, liability, claim, loss, damage, deficiency, obligation or responsibility, known or unknown, fixed or unfixed, liquidated or unliquidated, secured or unsecured, accrued or absolute, contingent or otherwise, including, without limitation, any liability on account of taxes, any other governmental charge or lawsuit (all of the foregoing collectively defined to as "Liabilities"), which were not fully, fairly and adequately reflected on the Balance Sheet. As of the Closing Date, NACT will not have any Liabilities, other than Liabilities fully and adequately reflected on the NACT Balance Sheet or NACT balance sheet dated June 30, 2001, except for Liabilities incurred in the ordinary course of business. 3.11 Operations of NACT. Except as set forth on Schedule 3.11 or in NACT reports or filings made under the Securities Exchange Act of 1934, since the date of the NACT Balance Sheet and through the Closing Date hereof, NACT has not and will not have: (i) incurred any indebtedness for borrowed money; (ii) declared or paid any dividend or declared or made any distribution of any kind to any shareholder, or made any direct or indirect redemption, retirement, purchase or other acquisition of any shares in its capital stock; (iii) made any loan or advance to any shareholder, officer, director, employee, consultant, agent or other representative or made any other loan or advance otherwise than in the ordinary course of business; (iv) except in the ordinary course of business, incurred or assumed any indebtedness or liability (whether or not currently due payable); (v) disposed of any assets of NACT except in the ordinary course of business; or (vi) materially increased the annual level of compensation of any executive employee of NACT; (vii) increased, terminated amended or otherwise modified any plan for the benefit of employees of NACT ; (viii) issued any equity securities or rights to acquire such equity securities; or (ix) except in the ordinary course of business, entered into or modified any contract, agreement or transaction. 3.12 Authority to Execute and Perform Agreements. NACT has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement and to perform fully their obligations hereunder. This Agreement has been duly executed and delivered and is the valid and binding obligation of NACT, enforceable in accordance with its terms, except as may be limited by bankruptcy, moratorium, insolvency or other similar laws generally affecting the enforcement of creditors' rights. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and the performance by NACT of this Agreement, in accordance with its respective terms and conditions will not: (i) require the approval or consent of any governmental or regulatory body, the Stockholders of NACT, or the approval or consent of any other person; (ii) conflict with or result in any breach or violation of any of the terms and conditions of, or constitute (or with any notice or lapse of time or both would constitute) a default under, any order, judgment or decree applicable to NACT, or any instrument, contract or other agreement to which NACT is a party or by or to which NACT is bound or subject; or (iii) result in the creation of any lien or other encumbrance on the assets or properties of NACT. 3.13 Delivery of Periodic Reports; Compliance with 1934 Act. NACT has provided the Company and the Shareholders with all of its Periodic Reports filed with the Securities and Exchange Commission since January 1, 1998. NACT has filed all required Periodic Reports and is in compliance with its reporting obligations under the Securities Exchange Act of 1934. All reports filed pursuant to such Act are complete and correct in all material respects. All material contracts relative to NACT are included in the Periodic Reports. All material contracts and commitments for the provision or receipt of services or involving any obligation on the part of NACT are included as exhibits to such periodic reports or are listed on Schedule 3.13 hereto. 3.14 Capitalization. The authorized capital stock of NACT consists of 45,000,000 shares of common stock, $.02 par value, of which 22,315,000 shares are presently issued and outstanding. Except as indicated in Schedule 3.14 hereto, NACT has not granted, issued or agreed to grant, issue or make available any warrants, options, subscription rights or any other commitments of any character relating to the issued or unissued shares of capital stock of NACT. 3.15 Full Disclosure. No representation or warranty by NACT in this Agreement or in any document or schedule to be delivered by it pursuant hereto, and no written statement, certificate or instrument furnished or to be furnished to the Company or the Shareholders pursuant hereto or in connection with the execution or performance of this Agreement contains or will contain any untrue statement of a material fact or omits or will omit to state any fact necessary to make any statement herein or therein not materially misleading or necessary to a complete and correct presentation of all material aspects of the business of NACT. = 3.16 Representations and Warranties on Closing Date. The representations and warranties contained in this Section 3 shall be true and complete on the Closing Date with the same force and effect as through such representations and warranties had been made on and as of the Closing Date. SECTION 4. COVENANTS OF G-CHOICE AND SHAREHOLDERS G-Choice and the Shareholders covenant to NACT as follows: 4.1 Conduct of Business. From the date hereof through the Closing Date, the Shareholders and G-Choice shall cause G-Choice to conduct its business in the ordinary course and, without the prior written consent of NACT, shall ensure that G-Choice does not undertake any of the actions specified in Section 2.13 hereof. 4.2 Preservation of Business. From the date hereof through the Closing Date, the Shareholders and G-Choice shall cause G-Choice to use its best efforts to preserve its business organization intact, keep available the services of its present employees, consultants and agents, maintain its present suppliers and customers and preserve its goodwill. 4.3 Litigation. G-Choice shall promptly notify NACT of any lawsuits, claims, proceedings or investigations which after the date hereof are threatened or commenced against G-Choice or against any officer, director, employee, consultant, agent, shareholder or other representative with respect to the affairs of G-Choice. 4.4 Continued Effectiveness of Representations and Warranties. From the date hereof through the Closing Date, the Shareholders and G-Choice shall cause G-Choice to conduct its business in such a manner so that the representations and warranties contained in Section 2 shall continue to be true and correct on and as of the Closing Date and as if made on and as of the Closing Date, and shall: (i) promptly give notice to NACT of any event, condition or circumstance occurring from the date hereof through the Closing Date which would render any of the representations or warranties materially untrue, incomplete, insufficient or constitute a violation or breach of this Agreement; and (ii) supplement the information contained herein in order that the information contained herein is kept current, complete and accurate in all material respects. SECTION 5. COVENANTS OF NEWAGECITIES NACT covenants to G-Choice and the Shareholders as follows: 5.1 Conduct of Business. From the date hereof through the Closing Date, NACT shall conduct its business in the ordinary course and, without the prior written consent of G-Choice, shall ensure that NACT does not undertake any of the actions specified in Section 3.10 hereof. 5.2 Preservation of Business. From the date hereof through the Closing Date, NACT shall preserve its business organization intact and use its best efforts to preserve NACT goodwill. 5.3 Litigation. NACT shall promptly notify G-Choice of any lawsuits, claims, proceedings or investigations which after the date hereof are threatened or commenced against NACT or against any officer, director, employee, consultant, agent, or stockholder with respect to the affairs of NACT.. 5.4 Continued Effectiveness of Representations and Warranties. From the date hereof through the Closing Date, NACT shall conduct its business in such a manner so that the representations and warranties contained in Section 3 shall continue to be true and correct on and as of the Closing Date and as if made on and as of the Closing Date, and shall: (i) promptly give notice to G-Choice of any event, condition or circumstance occurring from the date hereof through the Closing Date which would render any of the representations or warranties materially untrue, incomplete, insufficient or constitute a violation or breach of this Agreement; and (ii) supplement the information contained herein in order that the information contained herein is kept current, complete and accurate in all material respects. 5.5 No Other Negotiations. From the date hereof until the earlier of the termination of this Agreement or consummation of this Agreement, NACT will not permit and will not authorize any officer or director of NACT or any other person on its behalf to, directly or indirectly, solicit, encourage, negotiate or accept any offer from any party concerning the possible disposition of all or any substantial portion of the capital stock by merger, sale or any other means or any other transaction that would involve a change in control of NACT, or any transaction in which NACT contemplates issuing equity or debt securities. SECTION 6. COVENANTS 6.1 Corporate Examinations and Investigations. Prior to the Closing Date, the parties acknowledge that they have been entitled, through their employees and representatives, to make such investigation of the assets, properties, business and operations, books, records and financial condition of the other as they each may reasonably require. No investigation by a party hereto shall, however, diminish or waive in any way any of the representations, warranties, covenants or agreements of the other party under this Agreement. 6.2 Expenses. Each party hereto agrees to pay its own costs and expenses incurred in negotiating this Agreement and consummating the transactions described herein. 6.3 Further Assurances. The parties shall execute such documents and other papers and take such further actions as may be reasonably required or desirable to carry out the provisions hereof and the transactions contemplated hereby. Each such party shall use its best efforts to fulfill or obtain the fulfillment of the conditions to the Closing, including, without limitation, the execution and delivery of any documents or other papers, the execution and delivery of which are necessary or appropriate to the Closing. 6.4 Confidentiality. In the event the transactions contemplated by this Agreement are not consummated, each of the parties hereto agree to keep confidential any information disclosed to each other in connection therewith for a period of one (1) year from the date hereof; provided, however, such obligation shall not apply to information which: (i) at the time of disclosure was public knowledge; (ii) after the time of disclosure becomes public knowledge (except due to the action of the receiving party); or (iii) the receiving party had within its possession at the time of disclosure. SECTION 7. CONDITIONS PRECEDENT TO THE OBLIGATION OF NACT TO CLOSE The obligation of NACT to enter into and complete the Closing is subject, at the option of NACT, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by NACT in writing. 7.1 Representations and Covenants. The representations and warranties of G-Choice and the Shareholders contained in this Agreement shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. G-Choice and the Shareholders shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by G-Choice and the Shareholders on or prior to the Closing Date. G-Choice and the Shareholders shall have delivered to NACT, if requested, a certificate, dated the Closing Date, to the foregoing effect. 7.2 Governmental Permits and Approvals; Corporate Resolutions. Any and all permits and approvals from any governmental or regulatory body required for the lawful consummation of the Closing shall have been obtained. The Board of Directors of G-Choice shall have approved the transactions contemplated by this Agreement and G-Choice shall have delivered to NACT, if requested by NACT, resolutions by its Board of Directors, certified by the Secretary of G-Choice, authorizing the transactions contemplated by this Agreement. 7.3 Third Party Consents. All consents, permits and approvals from parties to any contracts, loan agreements or other agreements with G-Choice which may be required in connection with the performance by G-Choice of its obligations under such contracts or other agreements after the Closing shall have been obtained. 7.4 Satisfactory Business Review. NACT shall have satisfied itself, after NACT and its representatives have completed the review of the business of G-Choice contemplated by this Agreement, that none of the information revealed thereby or in the Balance Sheet has resulted in, or in the reasonable opinion of NACT may result in, a material adverse change in the assets, properties, business, operations or condition (financial or otherwise) of G-Choice. 7.5 Litigation. No action, suit or proceeding shall have been instituted before any court or governmental or regulatory body or instituted or threatened by any governmental or regulatory body to restrain, modify or prevent the carrying out of the transactions contemplated hereby or to seek damages or a discovery order in connection with such transactions, or which has or may have, in the reasonable opinion of NACT, a materially adverse effect on the assets, properties, business, operations or condition (financial or otherwise) of G-Choice. 7.6 Certificate of Good Standing. NACT shall have received a certificate of good standing dated at or about the Closing Date to the effect that G-Choice is in good standing under the laws of its jurisdictions of incorporation. 7.7 Stock Certificates: At the Closing, the Shareholders shall have delivered the certificates representing the G-Choice Shares, duly endorsed (or with executed stock powers) so as to make NACT the sole owner thereof. 7.8 Other Documents. G-Choice and the Shareholders shall have delivered such other documents, instruments and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement or which may be reasonably requested in furtherance of the provisions of this Agreement. SECTION 8. CONDITIONS PRECEDENT TO THE OBLIGATION OF G-CHOICE AND SHAREHOLDERS TO CLOSE The obligation of G-Choice and the Shareholders to enter into and complete the Closing is subject, at the option of G-Choice and the Shareholders, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived in writing by G-Choice. 8.1 Representations and Covenants. The representations and warranties of NACT contained in this Agreement shall be true in all material respects on the Closing Date with the same force and effect as though made on and as of the Closing Date. NACT shall have performed and complied with all covenants and agreements required by the Agreement to be performed or complied with by NACT on or prior to the Closing Date. NACT shall have delivered to G-Choice and the Shareholders, if requested, a certificate, dated the Closing Date and signed by an executive officer of NACT, to the foregoing effect. 8.2 Governmental Permits and Approvals; Corporate Resolutions. Any and all permits and approvals from any governmental or regulatory body required for the lawful consummation of the Closing shall have been obtained. The Board of Directors of NACT shall have approved the transactions contemplated by this Agreement, and NACT shall have delivered to G-Choice and the Shareholders, if requested, resolutions by their Board of Directors certified by the Secretary of NACT authorizing the transactions contemplated by this Agreement. 8.3 Third Party Consents. All consents, permits and approvals from parties to any contracts, loan agreements or other agreements with NACT which may be required in connection with the performance by NACT of their obligations under such contracts or other agreements after the Closing shall have been obtained. 8.4 Satisfactory Business Review. G-Choice and the Shareholders shall have satisfied themselves, after review of the information provided hereby or in connection herewith, or following any discussions with management or representatives of NACT that none of the information revealed thereby has resulted in or in the reasonable opinion of G-Choice may result in a material adverse change in the assets, properties, business, operations or condition (financial or otherwise) of NACT. 8.5 Litigation. No action, suit or proceeding shall have been instituted before any court or governmental or regulatory body or instituted or threatened by any governmental or regulatory body to restrain, modify or prevent the carrying out of the transactions contemplated hereby or to seek damages or a discovery order in connection with such transactions, or which has or may in the reasonable opinion of G-Choice, have a materially adverse effect on the assets, properties, business, operations or condition (financial or otherwise) of NACT. 8.6 Stock Certificates. At the Closing, the Shareholders shall receive certificates representing the NACT Shares to be received pursuant hereto and subject to the conditions previously described. 8.7 Other Documents. NACT shall have delivered such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement or which may be reasonably requested in furtherance of the provisions of this Agreement. SECTION 9. SURVIVAL OF REPRESENTATIONS AND WARRANTIES OF NEWAGECITIES Notwithstanding any right of G-Choice and the Shareholders fully to investigate the affairs of NACT, the former shall have the right to rely fully upon the representations, warranties, covenants and agreements of NACT contained in this Agreement or in any document delivered by NACT or any of its representatives, in connection with the transactions contemplated by this Agreement. All such representations, warranties, covenants and agreements shall survive the execution and delivery hereof and the Closing Date hereunder for twelve (12) months following the Closing. SECTION 10. SURVIVAL OF REPRESENTATIONS AND WARRANTIES OF G-CHOICE AND THE SHAREHOLDERS Notwithstanding any right of NACT fully to investigate the affairs of G-Choice, NACT has the right to rely fully upon the representations, warranties, covenants and agreements of G-Choice and the Shareholders contained in this Agreement or in any document delivered to NACT by the latter or any of their representatives in connection with the transactions contemplated by this Agreement. All such representations, warranties, covenants and agreements shall survive the execution and delivery hereof and the Closing Date hereunder for twelve (12) months following the Closing. SECTION 11. INDEMNIFICATION 11.1 Obligation of NACT to Indemnify. Subject to the limitations on the survival of representations and warranties contained in Section 9, NACT hereby agrees to indemnify, defend and hold harmless G-Choice and the Shareholders from and against any losses, liabilities, damages, deficiencies, costs or expenses (including interest, penalties and reasonable attorneys' fees and disbursements) (a "Loss") based upon, arising out of or otherwise due to any inaccuracy in or any breach of any representation, warranty, covenant or agreement of NACT contained in this Agreement or in any document or other writing delivered pursuant to this Agreement. 11.2 Obligation of G-Choice and the Shareholders to Indemnify. Subject to the limitations on the survival of representations and warranties contained in Section 10, G-Choice and the Shareholders agree to indemnify, defend and hold harmless NACT from and against any Loss, based upon, arising out of or otherwise due to any inaccuracy in or any breach of any representation, warranty, covenant or agreement made by any of them and contained in this Agreement or in any document or other writing delivered pursuant to this Agreement. SECTION 12. THE CLOSING The Closing shall take place not later than August 22, 2001. At the Closing, the parties shall provide each other with such documents as may be necessary or appropriate in order to consummate the transactions contemplated hereby including evidence of due authorization of the Agreement and the transactions contemplated hereby. SECTION 13. MISCELLANEOUS 13.1 Waivers. The waiver of a breach of this Agreement or the failure of any party hereto to exercise any right under this Agreement shall in no event constitute waiver as to any future breach whether similar or dissimilar in nature or as to the exercise of any further right under this Agreement. 13.2 Amendment. This Agreement may be amended or modified only by an instrument of equal formality signed by the parties or the duly authorized representatives of the respective parties. 13.3 Assignment. This Agreement is not assignable except by operation of law. 13.4 Notices. Until otherwise specified in writing, the mailing addresses of both parties of this Agreement shall be those listed in the opening paragraph of this agreement. Any notice or statement given under this Agreement shall be deemed to have been given if sent by registered mail addressed to the other party at the address indicated above or at such other address which shall have been furnished in writing to the addressor. 13.5 Governing Law. This Agreement shall be construed, and the legal relations be the parties determined, in accordance with the laws of the Country of United States, State of Florida, thereby precluding any choice of law rules which may direct the applicable of the laws of any other jurisdiction. 13.6 Publicity. No publicity release or announcement concerning this Agreement or the transactions contemplated hereby shall be issued by either party hereto at any time from the signing hereof without advance approval in writing of the form and substance thereof by the other party except as required to stay in compliance with the NACT reporting obligations under the Securities Exchange Act of 1934. 13.7 Entire Agreement. This Agreement (including the Exhibits and Schedules hereto) and the collateral agreements executed in connection with the consummation of the transactions contemplated herein contain the entire agreement among the parties with respect to the purchase and issuance of the G-Choice Shares and the NACT Shares and related transactions, and supersede all prior agreements, written or oral, with respect thereto. 13.8 Headings. The headings in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. 13.9 Severability of Provisions. The invalidity or unenforceability of any term, phrase, clause, paragraph, restriction, covenant, agreement or other provision of this Agreement shall in no way affect the validity or enforcement of any other provision or any part thereof. 13.10 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed, shall constitute an original copy hereof, but all of which together shall consider but one and the same document. IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written. For Shanghai G-Choice Science and Technology Development Company, Limited: Chen Xiaochun CEO and Shareholder Yang Fang President and Shareholder For newagecities.com, Inc.: James Y. Wang, Ph.D. President and CEO