SHAREPURCHASE AGREEMENT by andamong JINMIMINETWORK INC. a NevadaCorporation; and HONGKONG ACTIVE CHOICE LIMITED a HongKong Corporation; and theShareholders of HONG KONGACTIVE CHOICE LIMITED Dated asof January14, 2009 STOCKPURCHASE AGREEMENT

 

 

 

 

 

by and among

a Nevada Corporation;

and

a Hong Kong Corporation;

and

the Shareholders of HONG KONG ACTIVE CHOICE LIMITED

Dated as of January 14, 2009

 

THIS STOCK PURCHASE AGREEMENT, made and entered into this  14th day of January, 2009 (the “Agreement”), by and among Jinmimi Network Inc., a Nevada corporation (“JINMIMI”) with its principal executive offices at 6G, West Building, Changxing Plaza, Changxing Rd, Nanshan District, Shenzhen, Guangdong, 518051 P.R. China; Hong Kong Active Choice Limited (“HKAC”), a Hong Kong Corporation with its principle places of business at Unite 8/F, Wing Yee Comm Bldg, 5 Wing Kut St., Sheung Wan, HK, and the shareholders of HKAC named on the signature page of this Agreement (individually, a “HKAC Stockholder”, and collectively, the “HKAC Stockholders”).

A.           This Agreement provides for the acquisition of HKAC whereby HKAC shall become a wholly owned subsidiary of JINMIMI and in connection therewith.

NOW, THEREFORE, on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual benefits to the parties to be derived here from, it is hereby agreed as follows:

As an inducement to and to obtain the reliance of JINMIMI, HKAC represents and warrants as follows:

Section 1.1   Organization.   HKAC is a corporation duly organized, validly existing, and in good standing under the Hong Kong and has the corporate power and is duly authorized, qualified, franchised and licensed under all applicable laws, regulations, ordinances and orders of public authorities to own all of its properties and assets and to carry on its business in all material respects as it is now being conducted, including qualification to do business as a foreign corporation in the jurisdiction in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification.  Included in the Schedules attached hereto (hereinafter defined) are complete and correct copies of the articles of incorporation, bylaws and amendments thereto as in effect on the date hereof.  The execution and delivery of this Agreement does not and the consummation of the transactions contemplated by this Agreement in accordance with the terms hereof will not violate any provision of HKAC's articles of incorporation or bylaws.  HKAC has full power, authority and legal right and has taken all action required by law, its articles of incorporation, its bylaws or otherwise to authorize the execution and delivery of this Agreement.

Section 1.2   Capitalization.   The authorized Capitalization of HKAC consists of 10,000 Common Shares, HKD1.00 par value per share and no Preferred Shares.  As of the date hereof, HKAC has 10,000 shares of common stock outstanding.

Section 1.3   Subsidiaries.   HKAC has one subsidiary – Shenzhen Chuangding Investment Consulting Co., Ltd., a Hong Kong Corporation (SZCD) with its registered address at Room 604, Jindi Hotel, Shazui Road, Futian District, Shenzhen, Guangdong, P.R. China.

Section 1.4   Tax Matters: Books and Records.

(a)   The books and records, financial and others, of HKAC are in all material respects complete and correct and have been maintained in accordance with good business accounting practices; and

(b)   HKAC has no liabilities with respect to the payment of any country, federal, state, county, or local taxes (including any deficiencies, interest or penalties).

(c)   HKAC shall remain responsible for all debts incurred by HKAC prior to the date of closing.

               Section 1.5   Litigation and Proceedings.   There are no actions, suits, proceedings or investigations pending or threatened by or against or affecting HKAC or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign or before any arbitrator of any kind that would have a material adverse affect on the business, operations, financial condition or income of HKAC.  HKAC is not in default with respect to any judgment, order, writ, injunction, decree, award, rule or regulation of any court, arbitrator or governmental agency or instrumentality or of any circumstances which, after reasonable investigation, would result in the discovery of such a default.

Section 1.6   Material Contract Defaults.   HKAC is not in default in any material respect under the terms of any outstanding contract, agreement, lease or other commitment which is material to the business, operations, properties, assets or condition of HKAC, and there is no event of default in any material respect under any such contract, agreement, lease or other commitment in respect of which HKAC has not taken adequate steps to prevent such a default from occurring.

                Section 1.7   Information.   The information concerning HKAC as set forth in this Agreement and in the attached Schedules is complete and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to make the statements made in light of the circumstances under which they were made, not misleading.

 

 

            Section 1.8       Title and Related Matters.  HKAC has good and marketable title to and is the sole and exclusive owner of all of its properties, inventory, interest in properties and assets, real and personal (collectively, the “Assets”) free and clear of all liens, pledges, charges or encumbrances.  HKAC owns free and clear of any liens, claims, encumbrances, royalty interests or other restrictions or limitations of any nature whatsoever and all procedures, techniques, marketing plans, business plans, methods of management or other information utilized in connection with HKAC business.   No third party has any right to, and HKAC has not received any notice of infringement of or conflict with asserted rights of other with respect to any product, technology, data, trade secrets, know-how, proprietary techniques, trademarks, service marks, trade names or copyrights which, singly on in the aggregate, if the subject of an unfavorable decision ruling or finding, would have a materially adverse affect on the business, operations, financial conditions or income of HKAC or any material portion of its properties, assets or rights.

            Section 1.9       Contracts    On the closing date:

(a)   There are no material contracts, agreements franchises, license agreements, or other commitments to which HKAC is a party or by which it or any of its properties are bound:

(b)   HKAC is not a party to any contract, agreement, commitment or instrument or subject to any charter or other corporate restriction or any judgment, order, writ, injunction, decree or award materially and adversely affects, or in the future may (as far as HKAC now foresee) materially and adversely affect, the business, operations, properties, assets or conditions of HKAC; and

(c)   HKAC is not a party to any material oral or written: (I) contract for the employment of any officer or employee; (ii) profit sharing, bonus, deferred compensation, stock option, severance pay, pension benefit or retirement plan, agreement or arrangement covered by Title IV of the Employee Retirement Income Security Act, as amended; (iii)  agreement, contract or indenture relating to the borrowing of money; (iv) guaranty of any obligation for the borrowing of money or otherwise, excluding endorsements made for collection and other guaranties, of obligations, which, in the aggregate exceeds $1,000; (v) consulting or other contract with an unexpired term of more than one year or providing for payments in excess of $10,000 in the aggregate; (vi) collective bargaining agreement; (vii) contract, agreement or other commitment involving payments by it for more than $10,000 in the aggregate.

             Section  1.10     Compliance With Laws and Regulations.    To the best of HKAC’s knowledge and belief, HKAC has complied with all applicable statutes and regulations of any federal, state or other governmental entity or agency thereof, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets or condition of HKAC or would not result in HKAC incurring material liability.

              Section 1.11    Insurance.      All of the insurable properties of HKAC are insured for HKAC‘s benefit under valid and enforceable policy or policies containing substantially equivalent coverage and will be outstanding and in full force at the Closing Date.

 

 

 

               Section 1.12   Approval of Agreement.    The directors of HKAC have authorized the execution and delivery of the Agreement by and have approved the transactions contemplated hereby.

                Section 1.13  Material Transactions or Affiliations.    Except as otherwise disclosed, there are no material contracts or agreements of arrangement between HKAC and any person, who was at the time of such contract, agreement or arrangement an officer, director or person owning of record, or known to beneficially own ten percent (10%) or more of the issued and outstanding Common Shares of HKAC and which is to be performed in whole or in part after the date hereof.  HKAC has no commitment, whether written or oral, to lend any funds to, borrow any money from or enter into material transactions with any such affiliated person.

Section 1.14   No Conflict With Other Instruments.   The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, or constitute an event of default under, any material indenture, mortgage, deed of trust or other material contract, agreement or instrument to which HKAC is a party or to which any of its properties or operations are subject.

                Section 1.15  Governmental Authorizations.   HKAC has all licenses, franchises, permits or other governmental authorizations legally required to enable it to conduct its business in all material respects as conducted on the date hereof.  Except for compliance with federal and state securities and corporation laws, as hereinafter provided, no authorization, approval, consent or order of, or registration, declaration or filing with, any court or other governmental body is required in connection with the execution and delivery by HKAC of this Agreement and the consummation of the transactions contemplated hereby.

As an inducement to, and to obtain the reliance of HKAC, JINMIMI represents and warrants as follows:

Section 2.1      Organization.         JINMIMI is a corporation duly organized, validly existing and in good standing under the laws of Nevada and has the corporate power and is duly authorized, qualified, franchised and licensed under all applicable laws, regulations, ordinances and orders of public authorities to own all of its properties and assets and to carry on its business in all material respects as it is now being conducted, including qualification to do business as a foreign entity in the country or states in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification.  Included in the Attached Schedules (as hereinafter defined) are complete and correct copies of the articles of incorporation, bylaws and amendments thereto as in effect on the date hereof.  The execution and delivery of this Agreement does not and the consummation of the transactions contemplated by this Agreement in accordance with the terms hereof will not, violate any provision of JINMIMI's certificate of incorporation or bylaws.  JINMIMI has full power, authority and legal right and has taken all action required by law, its articles of incorporation, bylaws or otherwise to authorize the execution and delivery of this Agreement.

 

 

 

Section 2.2     Capitalization.   The authorized Capitalization of JINMIMI consists of 100,000,000 Common Shares, $0.0001 par value per share and 10,000,000 Preferred Shares, par value $0.0001.  As of the date of the merger agreement, there were 20,000,000 common shares outstanding.

                All issued and outstanding common shares have been legally issued, fully paid, are nonassessable and not issued in violation of the preemptive rights of any other person.  JINMIMI has no other securities, warrants or options authorized or issued.

Section 2.3      Subsidiaries.  JINMIMI has no subsidiaries.

Section 2.4      Tax Matters; Books & Records

(a)  The books and records, financial and others, of JINMIMI are in all material respects complete and correct and have been maintained in accordance with good business accounting practices; and

(b)  JINMIMI has no liabilities with respect to the payment of any country, federal, state, county, local or other taxes (including any deficiencies, interest or penalties).

(c)    JINMIMI shall remain responsible for all debts incurred prior to the closing.

Section 2.5      Information.  The information concerning JINMIMI as set forth in this Agreement and in the attached Schedules is complete and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to make the statements made, in light of the circumstances under which they were made, not misleading.

               Section 2.6     Title and Related Matters.   JINMIMI has good and marketable title to and is the sole and exclusive owner of all of its properties, inventory, interests in properties and assets, real and personal (collectively, the "Assets") free and clear of all liens, pledges, charges or encumbrances.  Except as set forth in the Schedules attached hereto, JINMIMI owns free and clear of any liens, claims, encumbrances, royalty interests or other restrictions or limitations of any nature whatsoever and all procedures, techniques, marketing plans, business plans, methods of management or other information utilized in connection with JINMIMI's business.  Except as set forth in the attached Schedules, no third party has any right to, and JINMIMI has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, proprietary techniques, trademarks, service marks, trade names or copyrights which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse affect on the business, operations, financial conditions or income of JINMIMI or any material portion of its properties, assets or rights.

Section 2.7      Litigation and Proceedings.  There are no actions, suits or proceedings pending or threatened by or against or affecting JINMIMI, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign or before any arbitrator of any kind that would have a material adverse effect on the business, operations, financial condition, income or business prospects of JINMIMI.  JINMIMI does not have any knowledge of any default on its part with respect to any judgment, order, writ, injunction, decree, award, rule or regulation of any court, arbitrator or governmental agency or instrumentality.

 

 

 

Section 2.8      Contracts.    On the Closing Date:

(a)                There are no material contracts, agreements, franchises, license agreements, or other commitments to which JINMIMI is a party or by which it or any of its properties are bound;

(b)                JINMIMI is not a party to any contract, agreement, commitment or instrument or subject to any charter or other corporate restriction or any judgment, order, writ, injunction, decree or award which materially and adversely affects, or in the future may (as far as JINMIMI can now foresee) materially and adversely affect, the business, operations, properties, assets or conditions of JINMIMI; and

(c)JINMIMI is not a party to any material oral or written:  (i) contract for the employment of any officer or employee;  (ii) profit sharing, bonus, deferred compensation, stock option, severance pay, pension, benefit or retirement plan, agreement or arrangement covered by Title IV of the Employee Retirement Income Security Act, as amended; (iii) agreement, contract or indenture relating to the borrowing of money;  (iv) guaranty of any obligation for the borrowing of money or otherwise, excluding endorsements made for collection and other guaranties of obligations, which, in the aggregate exceeds $1,000;  (v)  consulting or other contract with an unexpired term of more than one year or providing for payments in excess of $10,000 in the aggregate;  (vi)  collective bargaining agreement; (vii) contract, agreement, or other commitment involving payments by it for more than $10,000 in the aggregate.

Section 2.9      No Conflict With Other Instruments. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, or constitute an event of default under, any material indenture, mortgage, deed of trust or other material contract, agreement or instrument to which JINMIMI is a party or to which any of its properties or operations are subject.

Section 2.10    Material Contract Defaults.  To the best of JINMIMI's knowledge and belief, it is not in default in any material respect under the terms of any outstanding contract, agreement, lease or other commitment which is material to the business, operations, properties, assets or condition of JINMIMI, and there is no event of default in any material respect under any such contract, agreement, lease or other commitment in respect of which JINMIMI has not taken adequate steps to prevent such a default from occurring.

 

 

 

 

 

 

 

 

 

 

Section 4.4     Third Party Consents.   HKAC and JINMIMI agree to cooperate with each other in order to obtain any required third party consents to this Agreement and the transactions herein contemplated.

Section 4.5      Actions Prior and Subsequent to Closing.

(a)           From and after the date of this Agreement until the Closing Date, except as permitted or contemplated by this Agreement, HKAC and JINMIMI will each use its best efforts to:

(i) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;

(ii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;

(iii) perform in all material respects all of its obligations under material contracts, leases and instruments relating to or affecting its assets, properties and business;

(b)           From and after the date of this Agreement until the Closing Date, HKAC will not, without the prior consent of JINMIMI:

(i) except as otherwise specifically set forth herein, make any change in its articles of incorporation or bylaws;

(ii) declare or pay any dividend on its outstanding Common Shares, except as may otherwise be required by law, or effect any stock split or otherwise change its capitalization, except as provided herein;

(iii) enter into or amend any employment, severance or agreements or arrangements with any directors or officers;

(iv) grant, confer or award any options, warrants, conversion rights or other rights not existing on the date hereof to acquire any Common Shares; or

 (v) purchase or redeem any Common Shares.

(a)  HKAC hereby agrees to indemnify JINMIMI, each of the officers, agents and directors and current shareholders of JINMIMI as of the Closing Date against any loss, liability, claim, damage or expense (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened or any claim whatsoever), to which it or they may become subject to or rising out of or based on any inaccuracy appearing in or misrepresentation made in this Agreement.  The indemnification provided for in this paragraph shall survive the Closing and consummation of the transactions contemplated hereby and termination of this Agreement; and

 

 

 

(b)  JINMIMI hereby agrees to indemnify HKAC, each of the officers, agents, directors and current shareholders of HKAC as of the Closing Date against any loss, liability, claim, damage or expense (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened or any claim whatsoever), to which it or they may become subject arising out of or based on any inaccuracy appearing in or misrepresentation made in this Agreement. The indemnification provided for in this paragraph shall survive the Closing and consummation of the transactions contemplated hereby and termination of this Agreement.

 

 

 

 

 

 

If to HKAC:                           Unite 8/F, Wing Yee Comm Bldg

5 Wing Kut St., Sheung Wan,

Hong Kong

Attention: Legal Representative

Telephone:

If to JINMIMI:                      6G, West Building, Changxing Plaza

Changxing Rd, Nanshan District

Shenzhen, Guangdong, 518051

P.R. China

Attention: Chief Executive Officer

Telephone:

With a copy to:                     Richard I. Anslow, Esq.

Anslow & Jaclin, LLP

195 Route 9 South, Suite 204

Manalapan, NJ 07728

Telephone: (732 ###-###-####

Facsimile: (732 ###-###-####

 

 

 

 

 

 

 

IN WITNESS WHEREOF, the corporate parties hereto have caused this Agreement to be executed by their respective officers, hereunto duly authorized, and entered into as of the date first above written.

 

ATTEST:

JINMIMI NETWORK, INC.

______________________________                                          By:_______________________

President

ATTEST:                                                                                               HONG KONG ACTIVE CHOICE LIMITED

______________________________                                          By:_______________________

                                                                                                                President

HKAC SHAREHOLDERS:

LI XI

__________________________

SILKY ROAD INTERNATIONAL GROUP

 

__________________________