Exhibit
10.23
English Summary of
Asset Purchase Agreement
(I) Transferor
(Party A): JIANGXI GOLDEN DIGITAL TECHNOLOGY CO.,
LTD.
Address: High-Tech Science Park,
Nanchang City, PR China
Company
Representative: Tu Guokang
(II) Transferee (Party B)
: GOLDEN GROUP (SHENZHEN) CO., LTD.
Address: 4/F, East 3/B, Saige
Science & Technology Park, Huaqiang, Shenzhen, PR
China
Company
Representative: Tu Guoshen
(III) Party C: CHINA SECURITY & SURVEILLANCE
TECHNOLOGY, INC. (“CSST”)
Address: P. O. Box 957, Offshore
Incorporations Centre, Road Town, Tortola, British Virgin
Islands
This Agreement has been reached by both parties
on the grounds of good faith and equality with the understanding of
mutual benefits, in accordance with the Company Law, Contract Law
together with other related laws, rules and regulations of the
People’s Republic of China (the “Laws of China”)
on the sale of all the security and surveillance business and the
management team of Party A (“Assets”) to Party
B.
CLAUSE
1 DEFINITIONS
Unless defined otherwise elsewhere
in this Agreement, for all purposes of this Agreement, the
following terms shall have the meanings indicated as
follows:
1.1
“Assets” means all the
security and surveillance business and the management team of Party
A after an appraisal.
1.2
“Business License”
means the license which Party A obtained from the Nanchang City Industry and Commerce
Administration and the license is still valid as of the Effective
Date of the Agreement.
CLAUSE
2 TRANSFEROR
2.1
Party A is a legal entity validly
existing under the laws of China. It was incorporated on May
11 th
, 2000 in Nanchang City with its Business License
registered under the Industry and Commerce Bureau under the address
of: High-Tech Science Park, Nanchang
City, PR China with its chief representative as: TU Guokang.
The registered shareholders are TU Guoshen 90%, XIONG Lingfeng 10%.
The main businesses of Party A are electronic products, hardware
and software, technology services, multi-media, etc.
CLAUSE 3 TRANSFREE
3.1
Party B is a legal entity validly
existing under the laws of China. It was incorporated on April
26 th
, 2001 in Shenzhen with its Business
License issued by the Industry and Commerce Administration under
the address of: 4/F, East 3/B, Saige Science & Technology Park,
Huaqiang, Shenzhen, PR China with its chief representative as: TU
Guoshen. The registered shareholder is China Safetech Holdings
Limited 100%. The main businesses of Party A are software and
hardware R&D, sales and others.
3.2
CSST was incorporated on April
8 th
, 2002 in the British Virgin Islands
as a limited company with company number 490452 and is at present
listed on the NASDAQ OTCBB (OTCBB: CSSTF). It is the ultimate
parent company of Party B.
CLAUSE
4 SUBJECT
MATTER OF TRANSACTION
4.1
Party A agrees to transfer the
Assets to Party B and Party B agrees to acquire the
Assets.
CLAUSE
5 CLOSING
DATE
5.1
The Agreement shall be closed on
October 2 nd
, 2006 (the “Closing
Date”).
CLAUSE
6 CONSIDERATION
6.1
The total consideration for the
present transaction is 50,000 restricted stocks of Party C
(“The Stocks”). The Stocks shall be issued to Party A
or its nominee(s) and/or the beneficiary(ies) forthwith upon
signing of this Agreement. Mr. TU Guoshen shall not receive any
consideration under the present transaction.
CLAUSE
7 RELATED
OBLIGATIONS
7.1
All parties shall observe all the
obligations under this Agreement in accordance with the Laws of
China.
7.2
Party A shall use its best
endeavors in assisting Party B in the appraisal, all procedures and
documents in respect of applying for the change in ownership in the
Assets in relevant governmental department(s), otherwise it shall
be responsible for all liability(ies) resulting
thereform.
7.3
Party A shall stop operation
forthwith after signing of this Agreement, including but not
limited to its security and surveillance business which shall be
transferred to Party B.
CLAUSE
8 REPRESENTATIONS
AND WARRANTIES
8.1
As a transferor, Party A represents
and warrants as follows :
8.1.1
All the information, materials and
documents of proof of the Assets supplied by Party A to Party B
shall be real, accurate and legal. Party A has already provided all
relevant important information and materials with regard to this
transaction to Party B.
8.1.2
Party A is legally established and
validly existing under the Laws of China and is capable of assuming
its legal responsibilities independently.
8.1.3
The signing and performing of this
Agreement of Party A shall not be in contravention of any
applicable laws of any jurisdiction and in breach of any provision
of the Articles of Association and Bylaws of Party A and/or any
term of agreement(s) signed by Party A with third party(ies).
Moreover, Party A has got all necessary consent and authorization
of its shareholders and the board of directors with regard to the
present transaction.
8.1.4
In order to perform the obligations
under this Agreement, Party A has taken all necessary corporate
actions.
8.1.5
Party A has the sole legal
ownership of the Assets free from existence of any pledge,
guarantee, warranty and other third party interests, third party
objections, judgments and/or execution.
8.1.6
Party A warrants that the Assets
shall not involve any state owned element.
8.1.7
Party A shall be responsible for
all related liabilities, whether civil and criminal in nature,
which may exist in Party A on or before the Closing
Date.
8.1.8
Party A warrants that it does not
commit the matters that would adversely affect the ownership of the
Assets and/or the present transaction.
8.1.9
After signing of this Agreement,
Party A shall not make any intentional adverse change to the Assets
(force majeure excepted). In