Exhibit
99.7
SHARE EXCHANGE AGREEMENT
This
Agreement dated as of the 12
th day
of September 2007, by and among Lincoln International Corporation,
a Delaware corporation having its offices at 641 Lexington Avenue,
25
th Floor,
New York, New York 10022 (the “Issuer”), and Lawrence
Kwok-Yan Chan (the “Shareholder”).
WITNESSETH:
WHEREAS,
the Shareholder is the holder of all of the issued and
outstanding capital stock (the “Acquisition
Shares”) of Keep On Holding Limited, a British Virgin
Island corporation (“Keep On”), which is the sole
stockholder of Suny Electronics (Shenzhen) Company Limited, a
corporation organized under the laws of the Peoples’
Republic of China (“Suny”);
WHEREAS,
the Shareholder is acquiring a controlling interest in the
Issuer;
WHEREAS,
the Issuer is willing to issue shares of its common stock, par
value $0.0001 per share (“Common Stock”), to the
Shareholder and his designees listed on Schedule I hereto (the
“Designees”) in consideration for the Acquisition
Shares.
NOW,
THEREFORE, for the mutual consideration set out herein, the
parties agree as follows:
1.
Exchange of Shares .
(a)
Issuance of Shares by Issuer .
On and subject to the conditions set forth in this Agreement, the
Issuer will issue to the Shareholder and the Designees, in exchange
for all of the Acquisition Shares, which represents all of the
issued and outstanding capital stock of Keep On, which is the sole
stockholder of Suny, an aggregate of 85,320,000 shares of Common
Stock (the “Shares”). The Shares will be issued to the
Shareholder and the Designees in the amounts set forth after their
respective names in Schedule I to this Agreement.
(b)
Transfer of Acquisition Shares by the Shareholder
.
On and subject to the conditions set forth in this Agreement, the
Shareholder will transfer to the Issuer all of the Acquisition
Shares, free and clear of any and all liens, claims, encumbrances,
preemptive rights, right of first refusal and adverse interests of
any kind, in exchange for the Shares to be issued to the
Shareholder and the Designees. The Shareholder holds the number of
Acquisition Shares set forth after his name in Schedule I to this
Agreement.
(c)
Closing .
The issuance of the Shares to the Shareholder and the Designees and
the transfer of the Acquisition Shares to the Issuer will take
place at a closing (the “Closing”) to be held at the
office of Sichenzia Ross Friedman Ference, LLP, 61 Broadway,
32
nd Floor,
New York, New York 10006 as soon as possible after or
contemporaneously with the satisfaction or waiver of all of the
conditions to closing set forth in Section 4 of this
Agreement.
2.
Representations and Warranties of the Issuer
. The Issuer hereby represents, warrants, covenants and agrees as
follows:
(a)
General .
(i)
The Issuer is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware.
The Issuer has the corporate power to own its properties and
to carry on its business as now being conducted and is duly
qualified to do business and is in good standing in each
jurisdiction in which the failure to be so qualified and in
good standing would have a material adverse effect on the
Issuer. The Issuer is not in violation of any provisions of
its certificate of incorporation or its bylaws. No consent,
approval or agreement of any individual or entity is required
to be obtained by the Issuer in connection with the execution
and performance by the Issuer of this Agreement or the
execution and performance by the Issuer of any agreements,
instruments or other obligations entered into in connection
with this Agreement. The Issuer does not have any equity
investment or other interest, direct or indirect, in, or any
outstanding loans, advances or guarantees to or on behalf of,
any domestic or foreign corporation, limited liability
company, association, partnership, joint venture or other
entity.
(ii)
The Issuer provided to the Shareholder true, correct and
complete copies of the Issuer’s articles of
incorporation, including all amendments thereto, and the
Issuer’s bylaws, including all amendments thereto, as
such articles of incorporation and bylaws are in effect on the
date hereof.
(iii)
The Issuer has full power and authority to carry out the
transactions provided for in this Agreement, and this
Agreement constitutes the legal, valid and binding obligations
of the Issuer, enforceable in accordance with its terms,
except as enforceability may be limited by bankruptcy,
insolvency and other laws of general application affecting the
enforcement of creditor’s rights and except that any
remedies in the nature of equitable relief are in the
discretion of the court. All necessary action required to be
taken by the Issuer for the consummation of the transactions
contemplated by this Agreement has been taken.
(iv)
The Shares, when issued pursuant to this Agreement, will be
duly and validly authorized and issued, fully paid and
non-assessable. The issuance of the Shares to Shareholder and
Designees is exempt from the registration requirements of the
Securities Act of 1933, as amended (the “Securities
Act”), pursuant to an exemption provided by Regulation S
promulgated by the Securities and Exchange Commission
(“SEC”) thereunder (“Regulation
S”).
(v)
The Issuer has authorized capital stock consisting of
500,000,000 shares of Issuer Common Stock, and 50,000,000
shares of preferred stock, no par value (the “Preferred
Stock”), of which 2,610,000 shares of Common Stock
(subject to adjustment in the event of a reverse split of the
Common Stock), and no shares of Preferred Stock are presently
issued and outstanding. The Issuer has not created or
authorized any other series of Preferred Stock and has no
obligation or understanding to do so, except as contemplated
in that certain securities purchase agreement to be executed
in connection with a proposed reverse acquisition transaction
between the Issuer and the Investors named therein (the
“Purchase Agreement”).
(vi)
The Issuer is not party to any agreement or understanding
pursuant to which any securities of any class of capital stock
are to be issued or created or transferred. Except as
contemplated in the Purchase Agreement, neither the Issuer nor
any officer, director or 5% stockholder of the Issuer has any
agreements, plans, understandings or proposals, whether formal
or informal or whether oral or in writing, pursuant to which
it or he granted or may have issued or granted any individual
or entity any Convertible Security or any interest in the
Issuer or the Issuer’s earnings or profits, however
defined. As used in this Agreement, the term
“Convertible Securities” shall mean any options,
rights, warrants, convertible debt, equity securities or other
instrument or agreement upon the exercise or conversion of
which or upon the exchange of which or pursuant to the terms
of which additional shares of any class of capital stock of
the Issuer may be issued.
(vii)
There is no private or governmental action, suit, proceeding,
claim, arbitration or investigation pending before any agency,
court or tribunal, foreign or domestic, or, to the
Issuer’s Best Knowledge, threatened against the Issuer
or any of its properties or any of its officers or directors
(in their capacities as such). There is no judgment, decree or
order against the Issuer that could prevent, enjoin, alter or
delay any of the transactions contemplated by this Agreement.
The term “Best Knowledge” of the Issuer shall mean
and include (i) actual knowledge and (ii) that knowledge which
a prudent businessperson would reasonably have obtained in the
management of such Person’s business affairs after
making due inquiry and exercising the due diligence which a
prudent businessperson should have made or exercised, as
applicable, with respect thereto.
(viii)
There
are no material claims, actions, suits, proceedings,
inquiries, labor disputes or investigations (whether or not
purportedly on behalf of the Issuer) pending or, to the
Issuer’s Best Knowledge, threatened against the Issuer
or any of its assets, at law or in equity or by or before any
governmental entity or in arbitration or mediation. No
bankruptcy, receivership or debtor relief proceedings are
pending or, to the best of the Issuer’s knowledge,
threatened against the Issuer.
(ix)
The
Issuer has complied with, is not in violation of, and has not
received any notices of violation with respect to, any
federal, state, local or foreign Law, judgment, decree,
injunction or order, applicable to it, the conduct of its
business, or the ownership or operation of its business.
References in this Agreement to “Laws” shall refer
to any laws, rules or regulations of any federal, state or
local government or any governmental or quasi-governmental
agency, bureau, commission, instrumentality or judicial body
(including, without limitation, any federal or state
securities law, regulation, rule or administrative
order).
(x)
The Issuer has properly filed all tax returns required to be
filed and has paid all taxes shown thereon to be due. To the
Best Knowledge of the Issuer, all tax returns previously filed
are true and correct in all material respects.
(xi)
The Issuer has no outstanding liabilities or obligations to
any party except as reflected on the Issuer’s Form
10-QSB for the quarter ended April 30, 2007, other than
charges since such date similar to those incurred in past
periods and consistent with past practice.
(xii)
The Issuer’s Form 10-KSB for the year ended July 31,
2006, contains the audited financial statements of the Issuer,
certified by Sherb & Co., LLP, (“Sherb”), the
Issuer’s independent registered accounting firm, and the
Issuer’s Form 10-QSB for the quarter ended April 30,
2007 contains the unaudited financial statements of the Issuer
which have been reviewed by Sherb. The balance sheets fairly
present the financial position of the Issuer, as of their
respective dates, and each of the consolidated statements of
income, stockholders’ equity and cash flows (including
any related notes and schedules thereto) fairly presents the
results of operations, cash flows and changes in
stockholders’ equity, as the case may be, of the Issuer
for the periods to which they relate, in each case in
accordance with generally accepted accounting principles
(“GAAP”) consistently applied during the periods
involved. Sherb is independent as to the Issuer in accordance
with the rules and regulations of the SEC. The books and
records of the Issuer have been, and are being, maintained in
all material respects in accordance with GAAP and any other
applicable legal and accounting requirements and reflect only
actual transaction. The Issuer has not received any letters of
comments from the SEC relating to any filing made by the
Issuer with the SEC which has not been addressed by an amended
filing, and each amended filing fully responds to the
questions raised by the staff of the SEC. The Issuer maintains
disclosure controls and procedures that are effective to
ensure that information required to be disclosed by the Issuer
in its annual and quarterly reports filed with the SEC is
accumulated and communicated to the Issuer’s management,
including its principal executive and financial officers as
appropriate, to allow timely decisions regarding required
disclosure. There were no significant changes in the
Issuer’s internal controls or other factors that could
significantly affect such controls subsequent to December 31,
2006. The Issuer has not received any advice from Sherb to the
effect that there is any significant deficiency or material
weakness in the Issuer’s controls or recommending any
corrective action on the part of the Issuer or any subsidiary
of the Issuer. The Issuer does not have any contingent
liabilities.
(xiii)
The execution and delivery of this Agreement by the Issuer and
the consummation of the transactions contemplated by this
Agreement will not result in any material violation of the
Issuer’s certificate of incorporation or by-laws, or any
applicable Law.
(b)
SEC Documents .
The Issuer’s Common Stock is registered pursuant to Section
12(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). The Issuer is current with its
reporting obligations under the Exchange Act. The Common Stock is
listed on the OTC Bulletin Board of the National Association of
Securities Dealers, Inc. The Issuer has received no notice, either
oral or written, with respect to the continued listing of the
Common Stock on the OTC Bulletin Board. The Issuer has not provided
to any investor any information that, according to applicable law,
rule or regulation, should have been disclosed publicly prior to
the d
