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Exhibit 10.20
English Summary of
Asset Purchase Agreement
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(I)
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Transferor (Party A):JIAN GOLDEN AN KE TECHNOLOGY
CO. LTD.
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Address: 45 Jifu Road, Jizhou District, Jian
City, PR China
Company Representative: Tu Guoshen
(II) Transferee (Party B)
: GOLDEN GROUP CORPORATION
(SHENZHEN) LIMITED.
Address: 4/F, East 3/B, Saige Science & Technology Park,
Huaqiang, Shenzhen, PR China
Company Representative: Tu Guoshen
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(III)
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Party C: CHINA SECURITY &
SURVEILLANCE TECHNOLOGY, INC. ("CSST")
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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.
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1.2 "Business
License" means the license which Party A obtained from the Jian
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 April 26 th
, 2001 in Jian City with its Business License issued
by the Industry and Commerce Administration under the address of:
45 Jifu Road, Jizhou District, Jian City, PR China with its chief
representative as: TU Guoshen. The registered shareholders are TU
Guoshen 80% and LI Zhiqun 20%. The main businesses of Party A are
software and hardware R&D, sales and others.
CLAUSE
3 TRANSFEREE
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.
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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 100,000 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.
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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 case of any
matter leading to material
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