Exhibit 2.2
RELEASE AND SETTLEMENT AGREEMENT
--------------------------------
This Mutual
Release and Settlement
Agreement (the
"Agreement") is entered
into as of August 20, 2005 and is by and between Tianjin TEDA International
Hotel Development Company, a company
registered in the PRC, Woodfine Consultants
Limited, a company incorporated in the British Virgin Islands and Linkrich
Enterprise Investment Limited, a company incorporated in Hong Kong
(collectively, the "Shareholders) and Teda Travel Group, Inc., a Delaware
corporation ("Teda").
R E C I T A L S
WHEREAS,
Teda and the
Shareholders
have entered into a
Sale and Purchase
Agreement
dated Augsut 18, 2004
(the "Agreement")
pursuant to which
Teda
was to acquire
55% of the
outstanding
registered
capital of Teda
Resort
Alliance
Development
Co., Ltd ("TRAC"), a Sino-foreign joint venture
company
registered
in the People's Republic of China ("TRAC") from
Shareholders
for a consideration of US$386,200, including US$280,872
payable in cash
and US$105,328 payable
in the restricted
common stock of
Teda; and
subsequently a supplemental agreement dated 25th April, 2005
was
signed that all
parties have
agreed to reduce the
consideration
for the
sale and
purchase of all of the Sale Interests shall be revalued from the
sum of
US$386,200 to US$199,516.
WHEREAS,
all conditions
set forth in the
Agreement to the
performance of
the parties were
not timely met; and
WHEREAS, the
parties hereto desire to arrange for the mutually satisfactory
termination of
any obligations of the parties arising out of or relating to
the
Agreement.
In consideration
of the foregoing recitals, the parties agree as follows:
1. Incorporation
of Recital Paragraph. The recitals are incorporated herein
by this reference.
2. Consideration
and Mutual Release. In consideration of and subject to the
terms set forth in Section 3, each party on behalf of itself, its partners,
successors, assigns, agents, representat
