Exhibit
10.1
SHARE
EXCHANGE AGREEMENT
This
SHARE EXCHANGE AGREEMENT, dated February 13, 2009 , 2009
(“Agreement”) is entered by and among Changda
International, Ltd., a limited liability company organized under
the laws of Marshall Islands, (“ Changda ”),
Promodoeswork.com, Inc. , a Nevada
corporation (“PDWK”), and the
shareholders of Changda as listed in Exhibit A to this Agreement
(collectively the “Changda Shareholders”) (PDWK,
Changda and the Changda Shareholders each a “Party” and
collectively the “Parties”).
WHEREAS,
Changda Shareholders collectively own 100% of the issued and
outstanding shares of common stock of Changda (the "Changda
Shares" );
WHEREAS,
Changda Shareholders believe that it is in their best interests to
exchange the Changda Shares for Forty Seven Million Seven Hundred
Twenty Nine Thousand Nine Hundred Sixty Four (47,729,964) shares of
common stock of PDWK, par value $ 0.001 per share ( “PDWK
Shares” ), and PDWK believes it is in its best interests
to acquire the Changda Shares in exchange for PDWK Shares, upon the
terms and subject to the conditions set forth in this Agreement;
and
WHEREAS,
it is the intention of the parties that: (i) PDWK shall acquire
100% of the Changda Shares in exchange solely for the PDWK Shares
set forth herein; (ii) said exchange of shares shall qualify as a
tax-free reorganization under Section 368(a)(1)(B) of the Internal
Revenue Code of 1986, as amended (the “Code”) ;
and (iii) said exchange shall qualify as a transaction in
securities exempt from registration or qualification under
regulation D of the Securities Act of 1933, as amended
and in effect on the date of this Agreement (the
“Securities Act” ).
NOW,
THEREFORE, in consideration of the mutual terms, conditions and
other agreements set forth herein, the parties hereto hereby agree
as follows:
ARTICLE
I
EXCHANGE
OF SHARES FOR COMMON STOCK
Section
1.1
Agreement
to Exchange Changda Shares for PDWK Shares . On
the Closing Date (as hereinafter defined) and subject to the terms
and conditions set forth in this Agreement, Changda Shareholders
shall sell, assign, transfer, convey and deliver the Changda Shares
(representing 100% of the issued and outstanding Changda Shares),
to PDWK, and PDWK shall accept the Changda Shares from the Changda
Shareholders in exchange for the issuance to the Changda
Shareholders a total of Forty Seven Million Seven Hundred Twenty
Nine Thousand Nine Hundred Sixty Four (47,729,964) newly
issued shares of PDWK, as allocated and set forth opposite of
the names of each of the Changda Shareholders in Exhibit
A hereto. The Parties acknowledge and agree that each of
the Changda Shareholders may have differing rates of
share exchange, and each Party hereto accepts the number of shares
exchanged, as set forth in Exhibit A hereto, as full and adequate
consideration hereunder.
Section
1.2
Capitalization.
On the
Closing Date, immediately before the transactions to be consummated
pursuant to this Agreement, PDWK shall have authorized (a)
100,000,000 shares of Common Stock, par value $ 0.001
per share, of which 8,800,000 shares shall be issued and
outstanding, all of which are duly authorized, validly issued and
fully paid. PDWK’s capitalization table immediately preceding
this transaction is as set forth on Schedule A
and PDWK’s capitalization table immediately following this
transaction is as set forth on Schedule B.
Section
1.3
Closing
. The
closing of the exchange to be made pursuant to this Agreement
(“ Closing ”) shall take place at 10:00 a.m.
E.S.T. on the day when the conditions to closing set forth in
Articles V and VI have been satisfied or waived, or at such other
time and date as the parties hereto shall agree in writing but no
later than February 13, 2009 (“ Closing
Date ”) at the place mutually designated by both parties.
At the Closing, Changda Shareholders shall deliver to PDWK stock
certificates representing 100% of the Changda Shares, duly endorsed
in blank for transfer or accompanied by appropriate stock powers
duly executed in blank. In full consideration and exchange for the
Changda Shares, PDWK shall issue and exchange with Changda
Shareholders Forty Seven Million Seven Hundred Twenty Nine
Thousand Nine Hundred Sixty Four (47,729,964) shares of common
stock of PDWK.
Section
1.4
Tax
Treatment . The
exchange described herein is intended to comply with Section
368(a)(1)(B) of the Code, and all applicable regulations
thereunder. In order to ensure compliance with said provisions, the
parties agree to take whatever steps may be necessary, including,
but not limited to, the amendment of this Agreement.
ARTICLE
II
REPRESENTATIONS
AND WARRANTIES OF PDWK
PDWK
hereby, jointly and severally, represents, warrants and agrees as
follows:
Section
2.1
Corporate
Organization
a. PDWK
is a corporation duly organized, validly existing and in good
standing under the laws of Nevada, and has all requisite corporate
power and authority to own its properties and assets and to conduct
its business and is duly qualified to do business in good standing
in each jurisdiction in which the nature of the business conducted
by PDWK or the ownership or leasing of its properties makes such
qualification and being in good standing necessary, except where
the failure to be so qualified and in good standing will not have a
material adverse effect on the business, operations, properties,
assets, condition or results of operation of PDWK (a "PDWK
Material Adverse Effect" );
b. Copies
of the Articles of Incorporation and By-laws of PDWK, with all
amendments thereto to the date hereof, have been furnished to
Changda and the Changda Shareholders, and such copies are accurate
and complete as of the date hereof. The minute books of PDWK are
current as required by law, contain the minutes of all meetings of
the Board of Directors and shareholders of PDWK from its date of
incorporation to the date of this Agreement, and adequately reflect
all material actions taken by the Board of Directors and
shareholders of PDWK.
Section
2.2
Capitalization
of PDWK . The
authorized capital stock of PDWK consists of (a)
100,000,000 shares of Common Stock, par value $0.001 per
share, of which 8,800,000 shares are issued and
outstanding, all of which are duly authorized, validly issued and
fully paid. The parties agree that they have been informed of the
issuances of the PDWK Shares, and that all such issuances of PDWK
Shares pursuant to this Agreement will be in accordance with the
provisions of this Agreement. All of the PDWK Shares to be issued
pursuant to this Agreement have been duly authorized and will be
validly issued, fully paid and non-assessable and no personal
liability will attach to the ownership thereof and in each
instance, have been issued in accordance with the registration
requirements of applicable securities laws or an exemption
therefrom. As of the date of this Agreement there are no
outstanding options, warrants, agreements, commitments, conversion
rights, preemptive rights or other rights to subscribe for,
purchase or otherwise acquire any shares of capital stock or any
un-issued or treasury shares of capital stock of
PDWK. Immediately preceding the consummation of the
transactions contemplated by this Agreement, the capitalization
table set forth on Schedule A is accurate and complete in all
material respects. The capitalization table set forth on
Schedule B is accurate and complete and reflects the capitalization
of PDWK immediately following the transactions contemplated by this
Agreement.
Section
2.3
Subsidiaries
and Equity Investments . PDWK
has no subsidiaries or equity interest in any corporation,
partnership or joint venture.
Section
2.4
Authorization
and Validity of Agreements .
PDWK has all corporate power and authority to execute and deliver
this Agreement, to perform its obligations hereunder and to
consummate the transactions contemplated hereby and upon the
execution and delivery by Changda and the Changda Shareholders and
the performance of their obligations herein, will constitute, a
legal, valid and binding obligation of PDWK. The execution and
delivery of this Agreement by PDWK and the consummation by PDWK of
the transactions contemplated hereby have been duly authorized by
all necessary corporate action of PDWK, and no other corporate
proceedings on the part of PDWK are necessary to authorize this
Agreement or to consummate the transactions contemplated
hereby.
Section
2.5
No
Conflict or Violation . The
execution, delivery and performance of this Agreement by PDWK do
not and will not (i) violate or conflict with any provision of its
Articles of Incorporation or By-laws, (ii) violate any provision of
law, or any order, judgment or decree of any court or other
governmental or regulatory authority, (iii) violate or result in a
breach of or constitute (with due notice or lapse of time or both)
a default under, or give to any other entity any right of
termination, amendment, acceleration or cancellation of, any
contract, lease, loan agreement, mortgage, security agreement,
trust indenture or other agreement or instrument to which PDWK is a
party or by which it is bound or to which any of its respective
properties or assets is subject, (iv) result in the creation or
imposition of any lien, charge or encumbrance of any kind
whatsoever upon any of the properties or assets of PDWK(v) result
in the cancellation, modification, revocation or suspension of any
of the licenses, franchises or permits to which PDWK is
bound.
Section
2.6
Consents
and Approvals . No
consent, waiver, authorization or approval of any governmental or
regulatory authority, domestic or foreign, or of any other person,
firm or corporation, is required in connection with the execution
and delivery of this Agreement by PDWK or the performance by PDWK
of its obligations hereunder.
Section
2.7
Absence
of Certain Changes or Events .
Since its inception:
a.
As of
the date of this Agreement, PDWK does not know or have reason to
know of any event, condition, circumstance or prospective
development which threatens or may threaten to have a material
adverse effect on the assets, properties, operations, prospects,
net income or financial condition of PDWK;
b.
there
has not been any declaration, setting aside or payment of dividends
or distributions with respect to shares of capital stock of PDWK;
and
c.
there
has not been an increase in the compensation payable or to become
payable to any director or officer of PDWK.
Section
2.8
Disclosure
. This
Agreement and any certificate attached hereto or delivered in
accordance with the terms hereby by or on behalf of PDWK in
connection with the transactions contemplated by this Agreement,
when taken together, do not contain any untrue statement of a
material fact or omit any material fact necessary in order to make
the statements contained herein and/or therein not
misleading.
Section
2.9
Financial
Statements . The
audited balance sheet of PDWK and related statements of
operations, cash flow and shareholders' equity (“ PDWK
Financial Statements ”) fairly present in all material
respects the financial position of PDWK as of the respective dates
thereof, and the other related statements included therein fairly
present in all material respects the results of operations, changes
in shareholders' equity and cash flows of PDWK for the respective
periods or as of the respective dates set forth therein, all in
conformity with generally accepted accounting principles
consistently applied during the periods involved, except as
otherwise noted therein.
Section
2.10
Absence
of Changes; No Undisclosed Liabilities .
Except as disclosed in any Form 10-K and Form 10-Q, PDWK has not
incurred any liability material to PDWK on a consolidated basis,
except in the ordinary course of its business, consistent with past
practices; suffered a change, or any event involving a prospective
change, in the business, assets, financial condition, or results of
operations of PDWK which has had, or is reasonably likely to have,
individually or in the aggregate, a PDWK Material Adverse Effect,
(other than as a result of changes or proposed changes in federal
or state regulations of general applicability or interpretations
thereof, changes in generally accepted accounting principles, and
changes that could, under the circumstances, reasonably have been
anticipated in light of disclosures made in writing by PDWK to
Changda pursuant hereto); or subsequent to the date hereof,
conducted its business and operations other than in the ordinary
course of business and consistent with past practices. PDWK has no
liability ) except for (a) liabilities set forth on the face of the
most recent balance sheet included in the PDWK Financial
Statements, and (b) liabilities which have arisen after the date of
such balance sheet in the ordinary course of business (none of
which results from, arises out of, relates to, is in the nature of,
or was caused by any breach of contract, tort, infringement, or
violation of law). PDWK is not aware of any basis for any present
or future action, suit, proceeding, hearing, investigation, charge,
complaint, claim, or demand against it giving rise to any liability
which individually or in the aggregate is reasonably likely to have
a PDWK Material Adverse Effect.
Section
2.11
Litigation
.
There is no action, suit, proceeding or investigation pending or
threatened against the Company or any subsidiary that may affect
the validity of this Agreement or the right of PDWK to enter into
this Agreement or to consummate the transactions contemplated
hereby.
Section
2.12
Securities
Laws . PDWK
has complied in all material respects with applicable federal and
state securities laws, rules and regulations, including the
Sarbanes Oxley Act of 2002, as such laws, rules and regulations
apply to PDWK and its securities; and all shares of capital stock
of the Company have been issued in accordance with applicable
federal and state securities laws, rules and regulations. There are
no stop orders in effect with respect to any of the Company’s
securities.
Section
2.13
Tax
. PDWK
has paid all taxes due to date, if any.
Section
2.14
34
Act Reports . None
of PDWK’s filings with the SEC contains any untrue statement
of a material fact or omits to state a material fact necessary to
make the statements therein not misleading, in light of the
circumstances in which they were made.
Section
2.15
Market
Makers . PDWK
has two market makers in its Common Stock (two market makers on the
bid, none on the ask).
Section
2.16
Survival
. Each
of the representations and warranties set forth in this Article II
shall be deemed represented and made by PDWK at the Closing as if
made at such time and shall survive the Closing for a period
terminating on the second anniversary of the date of this
Agreement.
Section
2.17
Employees. PDWK
has no employees, employee
benefit plan, program or arrangement, or
employment severance or consulting
agreements. PDWK’s current officers and directors
serve without compensation, PDWK has no bonus, pension,
profit-sharing or other plans or commitments with respect to any of
its officers, directors, agents, or any other individuals or
entities.
ARTICLE
III
REPRESENTATIONS
AND WARRANTIES OF CHANGDA AND CHANGDA SHAREHOLDERS
Section
3.1 Changda
, represents, warrants and agrees as follows:
Corporate
Organization .
a.
Changda
is duly organized, validly existing and in good standing under the
laws of the Marshall Islands and has all requisite corporate power
and authority to own its properties and assets and to conduct its
business as now conducted and is duly qualified to do business, is
in good standing in each jurisdiction wherein the nature of the
business conducted by Changda or the ownership or leasing of its
properties makes such qualification and being in good standing
necessary, except where the failure to be so qualified and in good
standing will not have a material adverse effect on the business,
operations, properties, assets, condition or results of operation
of Changda (a “Changda Material Adverse Effect”
). As of the date of this Agreement, Changda owns, directly or
indirectly, One Hundred Percent (100%) of the issued and
outstanding equity or voting interests in the following companies:
Changda Fertiliser, Changda Chemical, Changda Fengtai, and Changda
Heze (collectively the “ Changda Subsidiaries
”). Each of the Changda Subsidiaries are duly organized,
validly existing and in good standing under the laws of the
Peoples’ Republic of China (“ PRC ”) and
have all requisite corporate power and authority to own their
properties and assets and to conduct their business as now
conducted and are duly qualified to do business, are in good
standing in each jurisdiction wherein the nature of the business
conducted by Changda Subsidiaries or the ownership or leasing of
their properties makes such qualification and being in good
standing necessary, except where the failure to be so qualified and
in good standing will not have a material adverse effect on the
business, operations, properties, assets, condition or results of
operation of Changda Subsidiaries (a "Changda Subsidiaries
Material Adverse Effect" )
b.
Copies
of the Certificate of Incorporation and By-laws of Changda with all
amendments thereto to the date hereof, have been furnished to PDWK,
and such copies are accurate and complete as of the date hereof.
The minute books of Changda are current as required by law, contain
the minutes of all meetings of the Board of Directors and
shareholders of Changda, and adequately reflect all material
actions taken by the Board of Directors, shareholders of
Changda.
c.
Authorization
and Validity of Agreements .
Changda has all corporate power and authority to execute and
deliver this Agreement, to perform its obligations hereunder and to
consummate the transactions contemplated hereby. The execution and
delivery of this Agreement by Changda and the consummation of the
transactions contemplated hereby have been duly authorized by all
necessary corporate action and no other corporate proceedings on
the part of Changda are necessary to authorize this Agreement or to
consummate the transactions contemplated hereby. The Changda
Shareholders have approved this Agreement on behalf of Changda and
no other stockholder approvals are required to consummate the
transactions contemplated hereby. Changda Shareholders are
competent to execute this Agreement, and have the power to execute
and perform this Agreement. No other proceedings on the part of
Changda or Changda Shareholders are necessary to authorize this
Agreement or to consummate the transactions contemplated
hereby.
d.
No
Conflict or Violation . The
execution, delivery and performance of this Agreement by Changda or
Changda Shareholders does not and will not violate or conflict with
any provision of the constituent documents of Changda, and does not
and will not violate any provision of law, or any order, judgment
or decree of any court or other governmental or regulatory
authority, nor violate, result in a breach of or constitute (with
due notice or lapse of time or both) a default under or give to any
other entity any right of termination, amendment, acceleration or
cancellation of any contract, lease, loan agreement, mortgage,
security agreement, trust indenture or other agreement or
instrument to which Changda or Changda Shareholders is a party or
by which it is bound or to which any of its respective properties
or assets is subject, nor result in the creation or imposition of
any lien, charge or encumbrance of any kind whatsoever upon any of
the properties or assets of Changda or Changda Shareholders, nor
result in the cancellation, modification, revocation or suspension
of any of the licenses, franchises, permits to which Changda or
Changda Shareholders is bound.
e.
Capitalization.
The
first column of share numbers set forth on Exhibit A is a complete
and accurate representation of the capitalization of Changda before
the transactions contemplated by this Agreement.
Section
3.2 Each
of the Changda Shareholders severally represent warrant and
agree as follows:
a.
Investment
Representations . (a)
The PDWK Shares will be acquired hereunder solely for the account
of the Changda Shareholders, for investment, and not with a view to
the resale or distribution thereof. Changda Shareholders understand
and are able to bear any economic risks associated with such
investment in the PDWK Shares. Changda Shareholders have had full
access to all the information such shareholders consider necessary
or appropriate to make informed investment
