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EXHIBIT 2.1
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Dated the 13 th day of June
2007
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Hartcourt Capital, Inc.
Shanghai Jiumeng Information Technology Co.,
Ltd
and
LI ZHENGZHENG
AGREEMENT FOR SALE AND PURCHASE OF
51% INTEREST IN THE REGISTERED CAPTIAL OF
SHANGHAI HUAQING CORPORATION DEVELOPMENT CO.,
LTD
THIS AGREEMENT is entered into on the 13 th day of June
2007 in Shanghai.
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(1)
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Hartcourt Capital, Inc. , &
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Shanghai Jiumeng Information Technology Co., Ltd (together
the “ Vendors ”); and
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(2)
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Li Zhengzheng , (the “ Purchaser
”).
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WHEREAS:
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1.
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HARTCOURT
CAPITAL, INC. (hereinafter “ Hartcourt
”) is a company incorporated in the British Virgin Islands
and validly existing;
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Shanghai
Jiumeng Information Technology Co., Ltd (hereinafter “
Shanghai Jiumeng ”) is a limited liability
company duly incorporated in Shanghai China with business license
no. of 3101062014453 and validly existing as of the date of this
Agreement.
Li Zhengzheng, is Chinese Citizen with PRC
identity card no. of 310108511123403.
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2.
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Shanghai
Huaqing Corporation Development Co., Ltd (hereinafter “
Shanghai Huaqing ”) is a
limited liability company duly incorporated in Shanghai China and
validly existing. As at the date of this Agreement, Shanghai
Huaqing has a registered capital of RMB 20,000,000, among which
7.35% equity interest was held by Li Zhengzheng, 7.35% by Zhu
Jianping, 7.35% by Zhang Hui, 7.35% by Sang Yi, 3% by Dai Peimin,
3% by Luo Meifang, 51% by Shanghai Jiumeng and the remaining 13.6%
by Shanghai Chengqing Electronic Development Co., Ltd (hereinafter
“ Shanghai Chengqing ”).
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3.
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In
respect that the complex Chinese investment regulations of foreign
investment in China retail and distribution industry, Hartcourt
therefore uses Shanghai Jiumeng as the registered owner of a 51%
equity interest in Shanghai Huaqing on behalf of Hartcourt. As at
the date of this Agreement, Shanghai Jiumeng owns 51% equity
interest in Shanghai Huaqing.
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4.
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The
Vendors have agreed to sell and the Purchaser has agreed to
purchase the 51% equity interest in Shanghai Huaqing which was
legally owned by Shanghai Jiumeng on behalf of Hartcourt. (the
“ Sale Interests ”)
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5.
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All
the other shareholders of Shanghai Huaqing, incl. Zhu Jianping,
Zhang Hui, Sang Yi, Dai Peimin, Luo Meifang and Shanghai Chengqing,
have unanimously agreed the sale and purchase of the Sale Interests
and abnegate their preemption over the Sale Interests.
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THEREFORE, IT IS HEREBY AGREED BY THE VENDORS AND THE PURCHASER AS
FOLLOWS:
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1.
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VENDORS’ REPRESENTATION AND WARRANTS
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1.1
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Hartcourt
shall be the actual beneficial owner of the 51% Sale Interests in
Shanghai Huaqing, but due to the complicated Chinese investment
regulations of foreign investment in China retail and distribution
industry, Hartcourt therefore uses Shanghai Jiumeng to be the
registered owner of the 51% Sale Interests in Shanghai Huaqing on
behalf of itself.
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1.2
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Shanghai
Jiumeng agrees that its 51% Sale Interests in Shanghai Huaqing is
in fact beneficially owned by Hartcourt.
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1.3
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The
action taken by either Hartcourt or Shanghai Jiumeng, or both,
shall be regarded as the co-action of Hartcourt and Shanghai
Jiumeng. Hartcourt and Shanghai Jiumeng shall not deny the force
effect of the action of either party.
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1.4
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Hartcourt
and Shanghai Jiumeng assure that no third-party interest has been
put against the 51% Sale Interests in Shanghai Huaqing such as
pledge, lien, or sequestration by juridical authority, etc. which
will affect the fact of the true, integrity, credibility of the
Sale Interests.
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1.5
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Hartcourt
and Shanghai Jiumeng have the full capability to conduct the sale
of the Sale Interests in Shanghai Huaqing which was owned by
Shanghai Jiumeng on behalf of Hartcourt. The shareholders of
Hartcourt and Shanghai Jiumeng have unanimously agreed and resolved
the resolution on the sale and purchase of the Sale Interests in
Shanghai Huaqing.
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2.
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PURCHASER’S REPRESENTATION AND WARRANTS
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The
Purchaser fully understands the fact that the 51% Sale Interests in
Shanghai Huaqing was owned by Shanghai Jiumeng on behalf of
Hartcourt. The Purchaser has acknowledged that Hartcourt had fully
paid the Consideration of the 51% Sale Interests at acquisition to
Shanghai Huaqing.
The
Purchaser has the full capability to execute the Agreement and
purchase the 51% Sale Interests in Shanghai Huaqing which was owned
by Shanghai Jiumeng on behalf of Hartcourt.
The
Vendors and the Purchaser have affirmed that the execution
date of the Agreement is the date of duly signing this
Agreement by both parties. In the event of different signing
date by each party, the latest signing date
applies.
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The
Consideration for the sale and purchase of th
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