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English Summary of Asset Purchase Agreement

Asset Purchase Agreement

English Summary of Asset Purchase Agreement | Document Parties: JIANGXI GOLDEN DIGITAL TECHNOLOGY CO., LTD | GOLDEN GROUP (SHENZHEN) CO., LTD. You are currently viewing:
This Asset Purchase Agreement involves

JIANGXI GOLDEN DIGITAL TECHNOLOGY CO., LTD | GOLDEN GROUP (SHENZHEN) CO., LTD.

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Title: English Summary of Asset Purchase Agreement
Date: 10/23/2006

English Summary of Asset Purchase Agreement, Parties: jiangxi golden digital technology co.  ltd , golden group (shenzhen) co.  ltd.
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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


 

 

1.1   “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.

 

 

2


 

 

 

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.

 

 

3


 

 

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


 
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