Exhibit 2.1
Business Acquisition Agreement
This Business Acquisition
Agreement (“Agreement”) is entered into by and
between the following Parties as of July 31st, 2009, in
Shenzhen:
(1) Shenzhen Newway Digital S&T
Co.,LTD (“Newway” or “Seller”)
(2) Shenzhen Xinguochuang
Information Technology Co. LTD (“XGC IT”or
“Buyer”)
(3) Jingwei International Limited
(“JINGWEI”)
(1) JINGWEI is a company registered
under the laws of Nevada. It is listed on OTCBB and operates its
telecom-related businesses in mainland China. Shenzhen XGC IT, a
100%-owned subsidiary of JINGWEI, is registered under the laws of
China.
(2) Newway is a company registered
in Shenzhen under the laws of China.
(3) Newway is willing to sell and
XGC IT is willing to buy the value added service and Channel sales
business of Newway.
Now, THEREFORE, THIS AGREEMENT
WITNESSE that in consideration of the premises and mutual covenants
and provisions herein contained, reached the following terms and
conditions:
The Seller will sell and the Buyer
will buy the value-added service and Channel sales of Newway. The
acquired value-added service includes: WAP (Wireless Application
Protocol), IVR (Interactive Voice Respons), Game download, Color
ring, SMS (Short Messaging Service).
The Buyer agreed to pay the Seller
an acquisition fee of RMB 45,000,000.00 in the forms of both cash
and shares. From the effective date of this Agreement, all
value-added service and relevant Channel sales businesses of the
Seller will be transferred to the Buyer.
The total amount in cash payment is
22.5 million. The Buyer shall pay the Seller 10 million within 1
month and another 12.5 million within 3 month from the effective
date of this Agreement. The Seller agrees that the net income made
by the acquisition business will be not less than RMB 30 million in
the following 2 years from the effective date.
2.2 Payment in JINGWEI
shares:
The remaining 22.5 million shall be
paid in shares with a par value at $1 per share. The lock-up period
of shares is 1 year, from July 31 st ,
2009 to 30 th ,
June, 2010. The shares will be granted to the Seller provided that
the term 2.1 and
