EX-10.1 2 rssv_ex101.htm EX-10.1 rssv_ex101.htm
This agreement entered into this ___ day of February 2020 by and between Resort Savers, Inc. (RS) a Nevada Corporation in the United States of America (USA) acting on behalf of its wholly owned subsidiary in Shenzhen. PRC (used for this acquisition to be compliance with rules, laws and regulations promulgated in the PRC) and Mr. Liu FaKuan(Seller). RS and Seller are referred to collectively herein as The Parties.
本协议于2020年2月 日由美国内华达州Resort Savers, Inc. (RS)代表其全资其在深圳的合资子公司（在中国合法成立，且用于本次收购）与刘发宽先生签订。
CONTRACT INTENTION:The purpose of this agreement is to transfer 100% ownership of Henan Wandi Mining Product Development Co, Ltd (Wandi) a corporation organized in the People’s Republic of China (PRC) so that immediately following such transfer, Wandi shall be a wholly owned subsidiary of RS by and through its afore described wholly owned subsidiary.
SUBJECT SHARES:The Seller represents, promises and warrants that Seller owns 100% of the issued and outstanding shares of any class of Wandi; that Seller is the lawful owner of all the Shares, free and clear of all security interests, liens, encumbrances, and other charges; that there are no existing options, stock purchase agreements, redemption agreements, calls or conversion rights related to the Shares; and that the Seller has full power and authority to execute this Agreement and carry out the transactions contemplated by it, including selling the Shares and transferring the 49% ownership in the Mine set forth below, and that no further action is necessary by the Seller to make this Agreement valid and binding upon Seller, including the representation and warranty by Seller that no approval for this Agreement or the transfer of shares and ownership is required by Zhengzhou Yuzhong Coal Industry Co., Ltd. or any PRC or Chinese Communist Party (CCR) agency.
SUBJECT ASSETS:The Seller represents, promises and warrants that Wandi owns 49% of that certain coal bearing mine known as You Zhou Shenhuo Kuanfa Mining Company Ltd which contains no less than 24 million tons of proven reserves of coal (The Mine) as determined by that certain geological report entitled REPORT ON EVALUATION AND CONSULTATION OF MINING RIGHT OF HENAN WANDI MINERAL PRODUCT DEVELOPMENT COMPANY, LTD. dated and certified by Beijing Zhongzunhua Assets Evaluation Co. Ltd.. Said reserves are low sulfur clean coal and are suitable under all standards governing the mining and sale of coal to power plants or other users as established by the government of the PRC. Further, Seller warrants that such coal is recoverable in an economically viable manner based on current market conditions and prices for labor, energy, equipment etc. In addition to the Mine, the assets set forth in Exhibit “A” to this Agreement are owned by You Zhou Shenhuo Kuanfa Mining Company and Wandi, free and clear of any security interests, liens, encumbrances, or other charges.
标的资产：刘发宽声明、承诺并保证，万迪拥有禹州神火宽发矿业有限公司49%的含煤矿山，该含煤矿山的已探明煤炭储量不少于2400万吨，该储量由《河南万迪矿产品开发有限公司采矿权评估咨询报告》确定，并由北京中尊华资产评估有限公司（矿山）认证。上述储量为低硫清洁煤，适用于中华人民共和国政府制定的所有有关开采和向发电厂或其他用户销售煤炭的标准。此外，刘发宽保证，根据当前的市场状况以及劳动力、能源、设备等的价格，此类煤炭的开采将会产生经济效益。另外，在本协议Exhibit “A” 中所描述的禹州神火宽发矿业有限公司的煤矿资产为自由拥有，没有任何担保、留置权或其他一切未披露的附属责任。
The Parties recognize that the remaining 51% of The Mine is owned by Zhengzhou Yuzhong Coal Industry Co., Ltd. (a State-owned enterprise). Nevertheless, Seller warrants that by contractual right Wandi is entitled to 100% of the performance, in any form whatsoever, derived from the operation of The Mine, and that such contractual rights will continue to be in legal force and effect following the contemplated acquisition, without the need for further approval by Zhengzhou Yuzhong Coal Industry Co., Ltd.or any PRC or CCR agency.
APPROVALS FOR OPERATION:The Seller represents, promises and warrants that all necessary authority, permissions and permits from any and all PRC or CRC agencies, necessary to operate the Mine and extract and sell coal, are currently in place, valid and effective, and that the contemplated acquisition will not affect their legal force and effect, and they will continue to be valid, effective and binding, and Seller agrees to fully assist RS with any filings that may be necessary with any PRC or CCR agency as a result of the contemplated acquisition.
MINING PLAN:An operating agreement has been entered into with Shenhuo Mining Group, an established mine operator in the PRC. Under this agreement, the operator will provide training, expert, management, engineering, compliance and all other expertise or personnel to effectively operate the mine and extract coal at a commercially reasonable price which will protect profitability for RS.
CONSIDERATION:RS shall pay sellers $90,000,000 USD in 60,000,000 common restricted shares of the capital stock of RS valued at the agreed value between the parties of $1.50 per share and are traded on the OTCQB in the USA. Said shares shall be delivered forthwith upon closing of this Agreement as directed by Seller.
HOLDERS OF SHARES:Seller shall not hold all the shares received in this transaction for its own account. Shares of RS paid to Seller shall be redistributed at closing of this transaction as described in an exhibit to be provided by Seller at least 2 business days prior to closing.
CLOSING:This contract is binding, and The Parties are bound hereby to complete all tasks required herein. The closing will be at a time designated by The Parties as is mutually agreeable but not later than 30 March 2020. Closing shall be defined as delivery of the shares by RS to Seller.
ADDITIONAL COMPENSATED PARTICIPANTS:The Parties acknowledge the assistance of a to be named party, Labertew and Associates and Unicast Equities LLC, all of which are being compensated by RS under separate agreement.
其他有补偿的参与者：双方承认Labertew and Associates和Unicast Equities LLC的协助，RS均根据单独的协议对其进行补偿。
SELLERS FINANCIAL WARRANTIES:The Parties understand that the financial statements presented by seller representing the financial condition of Wandi and of You Zhou Shenhuo Kuanfa Mining Company Ltd, and including proof of ownership of all assets and proof of existence of all necessary authority, permissions and permits from any and all PRC or CRC agencies in order to legally operate the Mine, are presently under review. Accordingly, 18 million shares of the afore described 60 million shares shall be withheld by RS until RS receives and approves, in its sole discretion, the reviewed statements and documentation. In the event RS chooses to withhold any shares the value of the acquisition shall be adjusted by the amount of 1.50 USD per share. And the seller has the right to accept the adjusted deal or reject the whole deal before the closing.
RS warrants said review is being conducted according to IFRS guidelines.
ACCREDITED INVESTORS:Seller represents and warrants that Seller understands the rules promulgated by the SEC of the United States which define accredited investors. Further, Seller represents that Seller is an accredited investor, able to accept the risks associated with receiving shares of RS as compensation for the Sale of the assets set forth herein.
RETENTION OF OFFICERS AND DIRECTORS:By this transaction the Seller becomes the largest shareholder of RS. Accordingly, Seller will have the right to make changes to the Directors and Officers of RS by following certain procedures provide in applicable laws and rules. Nevertheless, Seller agrees and promises to retain the current Officers and Directors subject only to their willingness to continue in their respective capacities. Notwithstanding this provision, The Parties agree and acknowledge that Seller may appoint additional officers and directors anytime.
DESCRIPTIVE IMAGES:Seller has provided a series of photographic images to RS which Seller has presented as accurate, current, images of some of the assets owned by Wandi including office space, construction in progress, processing facilities, mine access points and more. Seller hereby warrants the accuracy of such representations and the images themselves are attached hereto and made a part hereof by reference.
PUBLIC STATUS OF BUYER:Seller recognizes that RS is a public company with shares listed for trading in the USA on the OTCQB under the symbol RSSV with reporting obligations to both the public and certain regulatory bodies including, but not limited to, FINRA, the SEC and OTC Markets. Seller agrees to a public announcement of this transaction and, further, to cooperate, upon reasonable notice, with any request made by RS to comply with the requirements imposed on RS by applicable rules and regulations, as determined by legal counsel of RS in their sole discretion, promptly and without delay. RS shall be responsible for any extraordinary expenses or costs suffered by Seller for such requests.
买方的公开身份：刘发宽承认RS是一家上市公司，其股票以代码RSSV在美国的OTC QB上市交易，对公众和某些监管机构, 包括但不限于FINRA，SEC和OTC Markets都有报告义务。刘发宽同意对此次交易进行公告，且在收到合理通知后，立即毫不延迟的配合RS提出的任何要求，以遵守RS律师全权决定的适用规则和条例中对RS的要求。RS应承担刘发宽因此类要求而发生的任何特别费用或成本。
SUPER 8-K REQUIREMENT:This transaction is of sufficient size and consequence to RS that SEC regulations require the filing of a Form 8K describing the transaction within 4 days of closing and a Super 8K within 71 days of closing which includes an audited financial statement of the combined companies. Seller warrants that it understands the requirements of this clause and are able to provide an audited statement of Wandi by the auditors of RS within 30 days of closing in order to allow the auditors up to 40 days to prepare the compilation.
SUPER 8-K 要求：该交易对RS具有足够的规模和后果，因此SEC法规要求在交易完成后4天内提交描述交易的8K表格和在71天内提交包括合并公司经审计的财务报表的SUPER 8K表格。刘发宽保证其理解本条款的要求，并能够在交割后30天内提供万迪的已经过RS审计师审计过的报表，以便RS的审计师在40天内准备汇编。
SHARE VALUE:RS makes no warranty or promise regarding the future value of its common shares in the public markets.
GOVERNING LAW:This agreement has been entered in and shall be governed by the laws of the State of Nevada of USA.
ENTIRE AGREEMENT:This document represents the entire agreement between The Parties and cannot be modified except in writing.
PARAGRAPH HEADINGS:Paragraph headings are provided for informational purposes only and do not affect the meaning of the paragraph.
Executed as of the date first written above.
If there is any discrepancy of this agreement between the future amended or supplementary agreement to be signed by the parties who entering this agreement, the inconsistency with this agreement will be implemented in accordance with the relevant provisions of the amended or supplementary agreement
Assets owned by You Zhou Shenhuo Kuanfa Mining Company and Henan Wandi Mining Product Development Co, Ltd
Resort Savers, Inc. Liu Fakuan
Resort Savers, Inc.
Signature by/签字: /s/ Ding-Shin Chang
Signature by/签字: /s/ Liu Fakuan
Name/签字人: Ding-Shin Chang/张鼎欣
Name/签字人: Liu Fakuan/刘发宽
Title/职务: Chief Executive Officer首席执行官
Assets owned by You Zhou Shenhuo Kuanfa Mining Company and Henan Wandi Mining Product Development Co, Ltd
(please see separate page attached 见单独附件 )