SHARE PURCHASE
AGREEMENT
by and among
JINMIMI NETWORK
INC.
a Nevada Corporation;
and
HONG KONG ACTIVE CHOICE
LIMITED
a Hong Kong Corporation;
and
the Shareholders of HONG KONG ACTIVE CHOICE
LIMITED
Dated as of January 14, 2009
STOCK PURCHASE
AGREEMENT
THIS STOCK PURCHASE
AGREEMENT, made and
entered into this 14 th day of January, 2009 (the “
Agreement ”), by and among Jinmimi Network Inc., a
Nevada corporation (“ JINMIMI ”) with its
principal executive offices at 6G, West Building, Changxing Plaza,
Changxing Rd, Nanshan District, Shenzhen, Guangdong, 518051 P.R.
China; Hong Kong Active Choice Limited (“ HKAC
”), a Hong Kong Corporation with its principle places of
business at Unite 8/F, Wing Yee Comm Bldg, 5 Wing Kut St., Sheung
Wan, HK, and the shareholders of HKAC named on the signature page
of this Agreement (individually, a “ HKAC Stockholder
”, and collectively, the “ HKAC Stockholders
”).
Premises
A. This
Agreement provides for the acquisition of HKAC whereby HKAC shall
become a wholly owned subsidiary of JINMIMI and in connection
therewith.
B. The
boards of directors of HKAC and JINMIMI have determined, subject to
the terms and conditions set forth in this Agreement, that the
transaction contemplated hereby is desirable and in the best
interests of their stockholders, respectively. This
Agreement is being entered into for the purpose of setting forth
the terms and conditions of the proposed acquisition.
Agreement
NOW, THEREFORE, on the stated
premises and for and in consideration of the mutual covenants and
agreements hereinafter set forth and the mutual benefits to the
parties to be derived here from, it is hereby agreed as
follows:
ARTICLE I
REPRESENTATIONS, COVENANTS AND
WARRANTIES OF
HONG KONG ACTIVE CHOICE
LIMITED
As an inducement to and to obtain
the reliance of JINMIMI, HKAC represents and warrants as
follows:
Section 1.1
Organization. HKAC is a corporation duly
organized, validly existing, and in good standing under the Hong
Kong and has the corporate power and is duly authorized, qualified,
franchised and licensed under all applicable laws, regulations,
ordinances and orders of public authorities to own all of its
properties and assets and to carry on its business in all material
respects as it is now being conducted, including qualification to
do business as a foreign corporation in the jurisdiction in which
the character and location of the assets owned by it or the nature
of the business transacted by it requires
qualification. Included in the Schedules attached hereto
(hereinafter defined) are complete and correct copies of the
articles of incorporation, bylaws and amendments thereto as in
effect on the date hereof. The execution and delivery of
this Agreement does not and the consummation of the transactions
contemplated by this Agreement in accordance with the terms hereof
will not violate any provision of HKAC's articles of incorporation
or bylaws. HKAC has full power, authority and legal
right and has taken all action required by law, its articles of
incorporation, its bylaws or otherwise to authorize the execution
and delivery of this Agreement.
Section 1.2
Capitalization . The authorized
Capitalization of HKAC consists of 10,000 Common Shares, HKD1.00
par value per share and no Preferred Shares. As of the
date hereof, HKAC has 10,000 shares of common stock
outstanding.
All issued and outstanding shares are legally issued, fully paid
and nonassessable and are not issued in violation of the preemptive
or other rights of any person. HKAC has no securities,
warrants or options authorized or issued.
Section 1.3
Subsidiaries. HKAC has one subsidiary
– Shenzhen Chuangding Investment Consulting Co., Ltd., a Hong
Kong Corporation (SZCD) with its registered address at Room 604,
Jindi Hotel, Shazui Road, Futian District, Shenzhen, Guangdong,
P.R. China.
Section 1.4 Tax
Matters: Books and Records.
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(a) The books and
records, financial and others, of HKAC are in all material respects
complete and correct and have been maintained in accordance with
good business accounting practices; and
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(b) HKAC has no
liabilities with respect to the payment of any country, federal,
state, county, or local taxes (including any deficiencies, interest
or penalties).
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(c) HKAC shall
remain responsible for all debts incurred by HKAC prior to the date
of closing.
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Section 1.5 Litigation and
Proceedings. There are no actions, suits,
proceedings or investigations pending or threatened by or against
or affecting HKAC or its properties, at law or in equity, before
any court or other governmental agency or instrumentality, domestic
or foreign or before any arbitrator of any kind that would have a
material adverse affect on the business, operations, financial
condition or income of HKAC. HKAC is not in default with
respect to any judgment, order, writ, injunction, decree, award,
rule or regulation of any court, arbitrator or governmental agency
or instrumentality or of any circumstances which, after reasonable
investigation, would result in the discovery of such a
default.
Section 1.6
Material
Contract Defaults. HKAC is not in default in
any material respect under the terms of any outstanding contract,
agreement, lease or other commitment which is material to the
business, operations, properties, assets or condition of HKAC, and
there is no event of default in any material respect under any such
contract, agreement, lease or other commitment in respect of which
HKAC has not taken adequate steps to prevent such a default from
occurring.
Section
1.7 Information . The
information concerning HKAC as set forth in this Agreement and in
the attached Schedules is complete and accurate in all material
respects and does not contain any untrue statement of a material
fact or omit to state a material fact required to make the
statements made in light of the circumstances under which they were
made, not misleading.
Section 1.8 Title and
Related Matters. HKAC has good and marketable title
to and is the sole and exclusive owner of all of its properties,
inventory, interest in properties and assets, real and personal
(collectively, the “Assets”) free and clear of all
liens, pledges, charges or encumbrances. HKAC owns free
and clear of any liens, claims, encumbrances, royalty interests or
other restrictions or limitations of any nature whatsoever and all
procedures, techniques, marketing plans, business plans, methods of
management or other information utilized in connection with HKAC
business. No third party has any right to, and
HKAC has not received any notice of infringement of or conflict
with asserted rights of other with respect to any product,
technology, data, trade secrets, know-how, proprietary techniques,
trademarks, service marks, trade names or copyrights which, singly
on in the aggregate, if the subject of an unfavorable decision
ruling or finding, would have a materially adverse affect on the
business, operations, financial conditions or income of HKAC or any
material portion of its properties, assets or rights.
Section 1.9
Contracts On the closing date:
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(a) There are no
material contracts, agreements franchises, license agreements, or
other commitments to which HKAC is a party or by which it or any of
its properties are bound:
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(b) HKAC is not a
party to any contract, agreement, commitment or instrument or
subject to any charter or other corporate restriction or any
judgment, order, writ, injunction, decree or award materially and
adversely affects, or in the future may (as far as HKAC now
foresee) materially and adversely affect, the business, operations,
properties, assets or conditions of HKAC; and
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(c) HKAC is not a
party to any material oral or written: (I) contract for the
employment of any officer or employee; (ii) profit sharing, bonus,
deferred compensation, stock option, severance pay, pension benefit
or retirement plan, agreement or arrangement covered by Title IV of
the Employee Retirement Income Security Act, as amended;
(iii) agreement, contract or indenture relating to the
borrowing of money; (iv) guaranty of any obligation for the
borrowing of money or otherwise, excluding endorsements made for
collection and other guaranties, of obligations, which, in the
aggregate exceeds $1,000; (v) consulting or other contract with an
unexpired term of more than one year or providing for payments in
excess of $10,000 in the aggregate; (vi) collective bargaining
agreement; (vii) contract, agreement or other commitment involving
payments by it for more than $10,000 in the aggregate.
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Section 1.10 Compliance With
Laws and Regulations. To the best of
HKAC’s knowledge and belief, HKAC has complied with all
applicable statutes and regulations of any federal, state or other
governmental entity or agency thereof, except to the extent that
noncompliance would not materially and adversely affect the
business, operations, properties, assets or condition of HKAC or
would not result in HKAC incurring material liability.
Section 1.11
Insurance. All of the
insurable properties of HKAC are insured for HKAC‘s benefit
under valid and enforceable policy or policies containing
substantially equivalent coverage and will be outstanding and in
full force at the Closing Date.
Section 1.12 Approval of
Agreement. The directors of HKAC have
authorized the execution and delivery of the Agreement by and have
approved the transactions contemplated hereby.
Section 1.13 Material Transactions or
Affiliations . Except as otherwise
disclosed, there are no material contracts or agreements of
arrangement between HKAC and any person, who was at the time of
such contract, agreement or arrangement an officer, director or
person owning of record, or known to beneficially own ten percent
(10%) or more of the issued and outstanding Common Shares of HKAC
and which is to be performed in whole or in part after the date
hereof. HKAC has no commitment, whether written or oral,
to lend any funds to, borrow any money from or enter into material
transactions with any such affiliated person.
Section 1.14
No Conflict
With Other Instruments . The execution of this
Agreement and the consummation of the transactions contemplated by
this Agreement will not result in the breach of any term or
provision of, or constitute an event of default under, any material
indenture, mortgage, deed of trust or other material contract,
agreement or instrument to which HKAC is a party or to which any of
its properties or operations are subject.
Section 1.15 Governmental Authorizations.
HKAC has all
licenses, franchises, permits or other governmental authorizations
legally required to enable it to conduct its business in all
material respects as conducted on the date
hereof. Except for compliance with federal and state
securities and corporation laws, as hereinafter provided, no
authorization, approval, consent or order of, or registration,
declaration or filing with, any court or other governmental body is
required in connection with the execution and delivery by HKAC of
this Agreement and the consummation of the transactions
contemplated hereby.
ARTICLE II
REPRESENTATIONS, COVENANTS AND
WARRANTIES OF
JINMIMI NETWORK
INC.
As an inducement to, and to obtain
the reliance of HKAC, JINMIMI represents and warrants as
follows:
Section 2.1
Organization.
JINMIMI is a
corporation duly organized, validly existing and in good standing
under the laws of Nevada and has the corporate power and is duly
authorized, qualified, franchised and licensed under all applicable
laws, regulations, ordinances and orders of public authorities to
own all of its properties and assets and to carry on its business
in all material respects as it is now being conducted, including
qualification to do business as a foreign entity in the country or
states in which the character and location of the assets owned by
it or the nature of the business transacted by it requires
qualification. Included in the Attached Schedules (as
hereinafter defined) are complete and correct copies of the
articles of incorporation, bylaws and amendments thereto as in
effect on the date hereof. The execution and delivery of
this Agreement does not and the consummation of the transactions
contemplated by this Agreement in accordance with the terms hereof
will not, violate any provision of JINMIMI's certificate of
incorporation or bylaws. JINMIMI has full power,
authority and legal right and has taken all action required by law,
its articles of incorporation, bylaws or otherwise to authorize the
execution and delivery of this Agreement.
Section 2.2
Capitalization. The authorized
Capitalization of JINMIMI consists of 100,000,000 Common Shares,
$0.0001 par value per share and 10,000,000 Preferred Shares, par
value $0.0001. As of the date of the merger agreement,
there were 20,000,000 common shares outstanding.
All issued and outstanding common shares have been legally issued,
fully paid, are nonassessable and not issued in violation of the
preemptive rights of any other person. JINMIMI has no
other securities, warrants or options authorized or
issued.
Section 2.3
Subsidiaries . JINMIMI has no
subsidiaries.
Section
2.4 Tax Matters; Books &
Records
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(a) The books and
records, financial and others, of JINMIMI are in all material
respects complete and correct and have been maintained in
accordance with good business accounting practices; and
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(b) JINMIMI has no
liabilities with respect to the payment of any country, federal,
state, county, local or other taxes (including any deficiencies,
interest or penalties).
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(c) JINMIMI
shall remain responsible for all debts incurred prior to the
closing.
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Section 2.5
Information . The information concerning JINMIMI
as set forth in this Agreement and in the attached Schedules is
complete and accurate in all material respects and does not contain
any untrue statement of a material fact or omit to state a material
fact required to make the statements made, in light of the
circumstances under which they were made, not
misleading.
Section 2.6 Title and
Related Matters. JINMIMI has good and marketable
title to and is the sole and exclusive owner of all of its
properties, inventory, interests in properties and assets, real and
personal (collectively, the "Assets") free and clear of all liens,
pledges, charges or encumbrances. Except as set forth in
the Schedules attached hereto, JINMIMI owns free and clear of any
liens, claims, encumbrances, royalty interests or other
restrictions or limitations of any nature whatsoever and all
procedures, techniques, marketing plans, business plans, methods of
management or other information utilized in connection with
JINMIMI's business. Except as set forth in the attached
Schedules, no third party has any right to, and JINMIMI has not
received any notice of infringement of or conflict with asserted
rights of others with respect to any product, technology, data,
trade secrets, know-how, proprietary techniques, trademarks,
service marks, trade names or copyrights which, singly or in the
aggregate, if the subject of an unfavorable decision, ruling or
finding, would have a materially adverse affect on the business,
operations, financial conditions or income of JINMIMI or any
material portion of its properties, assets or rights.
Section 2.7
Litigation and Proceedings . There are no actions,
suits or proceedings pending or threatened by or against or
affecting JINMIMI, at law or in equity, before any court or other
governmental agency or instrumentality, domestic or foreign or
before any arbitrator of any kind that would have a material
adverse effect on the business, operations, financial condition,
income or business prospects of JINMIMI. JINMIMI does
not have any knowledge of any default on its part with respect to
any judgment, order, writ, injunction, decree, award, rule or
regulation of any court, arbitrator or governmental agency or
instrumentality.
Section 2.8
Contracts. On the Closing
Date:
(a) There
are no material contracts, agreements, franchises, license
agreements, or other commitments to which JINMIMI is a party or by
which it or any of its properties are bound;
(b) JINMIMI
is not a party to any contract, agreement, commitment or instrument
or subject to any charter or other corporate restriction or any
judgment, order, writ, injunction, decree or award which materially
and adversely affects, or in the future may (as far as JINMIMI can
now foresee) materially and adversely affect, the business,
operations, properties, assets or conditions of JINMIMI;
and
(c)JINMIMI is not a party to any
material oral or written: (i) contract for the
employment of any officer or employee; (ii) profit
sharing, bonus, deferred compensation, stock option, severance pay,
pension, benefit or retirement plan, agreement or arrangement
covered by Title IV of the Employee Retirement Income Security Act,
as amended; (iii) agreement, contract or indenture relating to the
borrowing of money; (iv) guaranty of any obligation for
the borrowing of money or otherwise, excluding endorsements made
for collection and other guaranties of obligations, which, in the
aggregate exceeds $1,000; (v) consulting or
other contract with an unexpired term of more than one year or
providing for payments in excess of $10,000 in the
aggregate; (vi) collective bargaining
agreement; (vii) contract, agreement, or other commitment involving
payments by it for more than $10,000 in the aggregate.
Section 2.9
No Conflict With Other Instruments . The execution of this
Agreement and the consummation of the transactions contemplated by
this Agreement will not result in the breach of any term or
provision of, or constitute an event of default under, any material
indenture, mortgage, deed of trust or other material contract,
agreement or instrument to which JINMIMI is a party or to which any
of its properties or operations are subject.
Section 2.10
Material
Contract Defaults. To the best of JINMIMI's
knowledge and belief, it is not in default in any material respect
under the terms of any outstanding contract, agreement, lease or
o
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