STOCK PURCHASE AGREEMENT BY AND AMONG Jingwei International Limited New Yulong Information Technology Co. Ltd., AND Mr. George Du DATED AS OF SEPTEMBER 23, 2011

 

STOCK PURCHASE AGREEMENT

 

BY AND AMONG

 

Jingwei International Limited，

 

New Yulong Information Technology Co. Ltd.,

 

AND

 

Mr. George Du

 

DATED AS OF SEPTEMBER 23, 2011

 

 

     THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made as of September 23, 2011，by and among Jingwei International Limited, a Nevada corporation (the "Company"), New Yulong Information Technology Co. Ltd. (“New Yulong IT”), a corporation registered in Shenzhen, China and a subsidiary of the Company (the “Seller”), and Mr. George Du (the “Purchaser”).

 

     NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth below, the Company, the Seller and Purchaser agree as follows:

 

 

1.1    Purchase and Sale.  Upon the terms of this Agreement, at the closing date set forth in this Agreement, the Seller shall sell, convey, transfer, assign and deliver to the Purchaser, and the Purchaser shall purchase from the Seller, all of the Beijing New Media shares free and clear of all liens.

1.2    Purchase Price.  The Company, the Seller and the Purchaser hereby agree to the following terms and conditions with respect to the Transaction:

 

1.3  Delivery of Company Shares.

 

 

(a)           At or prior to the Closing, the Seller and the Purchaser shall jointly prepare and cause to be filed with the State Administration for Industry & Commerce of the People's Republic of China applications for registration changes in Articles of Incorporation, legal representative and business license of Beijing New Media, in such form in accordance with the relevant Chinese corporate laws.

 

The Transaction shall become effective upon the approval of the above mentioned registration changes. The date of registration change in Articles of Incorporation is referred to herein as the “Closing Date”.

 

(b)           Upon the approval of the registration changes described in Section 1.3(a), Beijing New Media shall cease to be a wholly owned subsidiary of the Seller and the Company.

 

 

 

The Seller provides the key representations and warranties set forth below with respect to the Transaction.   

 

2.1 Organization and Qualification

 

Beijing New Media is a corporation duly incorporated, validly existing and in good standing under the law of China. The copies of Beijing New Media's certificate of incorporation and bylaws, each as amended to date and each hereto made available to the Purchaser, are complete and correct, and no amendments thereto are pending. Beijing is duly licensed and qualified to do business and in good standing in each jurisdiction, in which the operation of its business makes such licensing or qualification to do business necessary.

 

 2.2 No Undisclosed Liabilities

 

Except as disclosed in Beijing New Media financial statements as of June 30, 2011, Beijing New Media does not have any liabilities (whether accrued, absolute, contingent or otherwise) of a type that would be required by GAAP to be reflected on a consolidated balance sheet of Beijing New Media, except for liabilities that, individually or in the aggregate, would not result in above RMB 10,000, or USD 1,547 as of August 31, 2011.

 

2.3 Tangible Assets.

 

                     All material items of tangible property contain no material defects and are in good operating condition and repair, subject to normal routine wear and maintenance, are usable in the regular and ordinary course of business, and conform in their current condition to all applicable laws, ordinances, codes, rules and regulations, and authorizations relating to their construction, use and operation, without any need for capital improvements or other modification or alteration.

 

2.4 Accounts Receivable.

 

                     Each of the Accounts Receivables included in the financial statements of Beijing New Media as of June 30, 2011 represents a valid obligation arising from services rendered or products sold in the ordinary course of business of Beijing New Media. Each reported Intercompany Account Receivable can be fully collected before September 30, 2011. Unless paid prior to Closing, the Accounts Receivables are or will be as of Closing current and collectible. None of the Accounts Receivables is subject to any right of offset or reduction and Seller is the sole beneficial and legal owner of all Accounts Receivables and none

 

 

 

3.1 Expenses.

 

 

3.2 Governing Law

 

This Agreement shall be construed in accordance with and governed by the laws of the People’s Republic of China without giving effect to the conflict of laws principles thereof. In case of disputes between the Seller and the Purchaser, both sides should try to negotiate their own settlement.

 

IN WITNESS WHEREOF, the Company, the Seller and the Purchaser have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date first written above.

 

	JINGWEI INTERNATIONAL LIMITED
	By:	/s/ Yong Xu
	Name:	Yong Xu
	Title:	Chief Financial Officer
	NEW YULONG INFORMATION TECHNOLOGY CO. LTD.
	By:	/s/ Yong Xu
	Name:	Yong Xu
	Title:	Chief Financial Officer
	MR. GEORGE DU
	By:	/s/ George Du