Form 8-K. Exhibit 10.7
SHARE TRANSFER AND ISSUANCE
AGREEMENT
This SHARE
TRANSFER AND ISSUANCE AGREEMENT, dated November 17, 2008 (“Agreement”) is
entered by and among General Red International, Inc.
(“Company”), a Texas corporation, General Red Company,
Ltd. (“General Red BVI”), a limited liability company
organized under the laws of British Virgin Islands, Xingping Hou,
the sole shareholders of General Red BVI (“Xingping
Hou”), and Xingguo General Fruits Development Company, Ltd.
(“General Fruits”). Company, General Red BVI, Xingping
Hou, and General Fruits are hereinafter collectively referred to as
“parties”.
WHEREAS, Xingping Hou owns 100% of
the issued and outstanding shares of common stock of General Red
BVI (the "General Red BVI
Shares");
WHEREAS, Xingping Hou and General
Fruits are the majority shareholders of Xingguo General Red Navel
Orange Preservation Company, Ltd
(“Xingguo”);
WHEREAS, Xingguo entered a series of
agreements (including a Consultation Agreement, an Operating
Agreement, a Proxy Agreement, a Share Pledge Agreement and an
Option Agreement) with General Red BVI on November 17, 2008 under which General Red BVI
gained controlling interest in Xingguo;
WHEREAS, in connection with the
above described agreements that General Red BVI and Xingguo entered
on November 17, 2008, the
parties intend that: (i) Company shall acquire from Xingping Hou
100% of the General Red BVI Shares in exchange for the shares of
the common stock of Company as set forth herein;
(ii) Company shall also issue to
General Fruits the shares of common stock of the Company as set
forth herein;
NOW, THEREFORE, in consideration of
the mutual terms, conditions and other agreements set forth herein,
the parties hereto hereby agree as follows:
ARTICLE I
SHARES TRANSFER AND ISSUANCE
Section 1.1 Share Transfer
and Issuance . On the Closing Date (as hereinafter defined) and
subject to the terms and conditions set forth in this Agreement,
Xingping Hou shall assign, transfer, convey and deliver the General
Red BVI Shares (representing 100% of the issued and outstanding
General Red BVI Shares), to Company, and Company shall accept the
General Red BVI Shares from the Xingping Hou in exchange for the
issuance to the Xingping Hou a total of 10,200,000 shares of the common stock of the Company. Also
on the Closing Date, the Company shall issue 11,800,000 shares of the common stock of the Company to
General Fruits. The shares of common stock of the Company issued to
Xingping Hou and General Fruits according to this section are
hereinafter collectively referred to as “Company
Shares”.
Section 1.2 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 (“Closing Date”) at the place mutually
designated by both parties. At the Closing, Xingping Hou shall
deliver to Company the stock certificates representing 100% of the
General Red BVI Shares, duly endorsed in blank for transfer or
accompanied by appropriate stock powers duly executed in blank.
Company shall issue to Xingping Hou 10,200,000 shares of common stock of Company and issue to
General Fruits 11,800,000 shares of common stock.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF
Company
Company hereby, jointly and severally,
represents, warrants and agrees as follows:
Section 2.1 Corporate
Organization
a. Company is a corporation duly organized,
validly existing and in good standing under the laws of Texas, 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 Company 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 Company (a "Company Material Adverse Effect");
b. Copies of the Articles of Incorporation and By-laws of
Company, with all amendments thereto to the date hereof, have been
furnished to all other parties to this Agreement, and such copies
are accurate and complete as of the date hereof. The minute books
of Company are current as required by law, contain the minutes of
all meetings of the Board of Directors and shareholders of Company
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 Company.
Section 2.2 Subsidiaries
and Equity Investments . Company has no subsidiaries or equity
interest in any corporation, partnership or joint
venture.
Section 2.3 Authorization
and Validity of Agreements . Company 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 other
parties and the performance of their obligations herein, will
constitute, a legal, valid and binding obligation of Company. The
execution and delivery of this Agreement by Company and the
consummation by Company of the transactions contemplated hereby
have been duly authorized by all necessary corporate action of
Company, and no other corporate proceedings on the part of Company
are necessary to authorize this Agreement or to consummate the
transactions contemplated hereby.
Section 2.4
No Conflict or
Violation . The
execution, delivery and performance of this Agreement by Company do
not and will not violate or conflict with any provision of its
Articles of Incorporation or By-laws, 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 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 Company is a party or by which it is bound or to which any of
their respective properties or assets is subject, nor will it
result in the creation or imposition of any lien, charge or
encumbrance of any kind whatsoever upon any of the properties or
assets of Company, nor will it result in the cancellation,
modification, revocation or suspension of any of the licenses,
franchises, permits to which Company 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 Company or the
performance by Company of its obligations hereunder.
Section 2.7 Absence of
Certain Changes or Events . Since its inception:
a. As of the date of this Agreement, Company 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 Company;
b. there has not been any declaration, setting aside or
payment of dividends or distributions with respect to shares of
capital stock of Company; and
c. there has not been an increase in the compensation
payable or to become payable to any director or officer of
Company.
Section 2.8 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 Company to enter
into this Agreement or to consummate the transactions contemplated
hereby.
Section 2.9 Survival .
Each of the representations and warranties set forth in this
Article II shall be deemed represented and made by Company 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.
