AGREEMENT OF ISSUANCE OF CORPORATIONS SHARES This Share Exchange Agreement (the Agreement) dated as of the ____ day of April 2008, by and among American Business Holdings, Inc., a Delaware corporation having its offices at 1223 Wilshire BlvAGREEMENT OF ISSUANCE OF CORPORATION’S SHARES
This Share Exchange Agreement (the “Agreement”) dated as of the ____ day of April 2008, by and among American Business Holdings, Inc., a Delaware corporation having its offices at 1223 Wilshire Blvd., Suite 851, Santa Monica, California 90403 (the “Company”), Wealthlink Co., Ltd., a corporation organized under the laws of the Cayman Islands (“Wealthlink”), and the shareholders of Wealthlink named on the signature page of this Agreement (collectively, the “Shareholders” and each, individually, a “Shareholder”).
本换股协议（“协议”）由美国商业控股公司（“公司”），一家在特拉华州注册，注册地址位于加利福尼亚州90403圣塔莫尼卡Wilshire路1223号851室的公司，Wealthlink有限公司，一家根据开曼群岛法律成立的公司（“Wealthlink公司”） 以及本协议签名页载明的Wealthlink公司股东（“Wealthlink公司股东”）于2008年4月 日签署。
WHEREAS, the Shareholders are the holders of all of the issued and outstanding capital stock (the “Wealthlink Shares”) of Wealthlink;
WHEREAS, the Shareholders are acquiring a controlling interest in the Company; and
WHEREAS, the Company is willing to issue shares of its common stock, par value $0.001 per share (the “Common Stock”), to the Shareholders in consideration for all of the Wealthlink Shares;
NOW, THEREFORE, for the mutual consideration set out herein, the parties agree as follows:
1. Exchange of Shares and Issuance to Bridge Investors.
(a) Issuance of Shares by the Company. 公司股份的发售
On and subject to the conditions set forth in this Agreement, the Company will issue to the Shareholders, in exchange for 50,000 Wealthlink Shares, which represents all of the issued and outstanding capital stock of Wealthlink, an aggregate of [13,300,000] share of Common Stock. The Common Stock will be issued to the Shareholders in the amounts set forth after their respective names in Schedule I to this Agreement.
(b) Transfer of Wealthlink Shares by the Shareholders. 股东转让股份
On and subject to the conditions set forth in this Agreement, the Shareholders will transfer to the Company all of the Wealthlink Shares in exchange for shares of Common Stock. Each Shareholder holds the number of Wealthlink Shares set forth after his or her name in Schedule I to this Agreement.
(c) Closing. 交割
The issuance of the Common Stock to the Shareholders and the transfer of the Wealthlink Shares to the Company will take place at a closing (the “Closing”) to be held at the office of Sichenzia Ross Friedman Ference, LLP, 61 Broadway, 32nd 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 6 of this Agreement (the “Closing Date”).
在本协议第六条约定的交割条件均已满意履行或取得豁免之时（或其后的任意时间，以下简称为“交割日”），上述普通股发售和Wealthlink公司股份的转让交易应尽快在纽约郡纽约市10006百老汇大街61号32楼的Sichenzia Ross Friedman Ference律师事务所进行交割。
2. Representations and Warranties of the Company. 公司的声明和保证
The Company hereby represents, warrants, covenants and agrees as follows:
(a) Organization and Authority. 组织和授权
(i) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company 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) Complete and correct copies of the Company’s certificate of incorporation and by-laws are available for review on the EDGAR system maintained by the U.S. Securities and Exchange Commission (the “Commission”) and has been provided to counsel for Wealthlink.
(iii) The Company 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 Company, 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 Company for the consummation of the transactions contemplated by this Agreement has been taken.
(iv) The execution and performance of this Agreement will not constitute a breach of any agreement, indenture, mortgage, license or other instrument or document to which the Company is a party or by which its assets and properties are bound, and will not violate any judgment, decree, order, writ, rule, statute, or regulation applicable to the Company or its properties. The execution and performance of this Agreement will not violate or conflict with any provision of the certificate of incorporation or by-laws of the Company.
(v) The Common Stock, when issued pursuant to this Agreement, will be duly and validly authorized and issued, fully paid and non-assessable. The issuance of the Common Stock to Shareholders and to Wealthlink is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to an exemption provided by Section 4(2) and Rule 506 promulgated thereunder.
(vi) The authorized capital stock of the Company consists of 500,000,000 shares of Common Stock, of which 82,000,000 shares are presently outstanding and 10,000,000 shares of preferred stock are authorized and of which, none of which have been designated or issued. Except as provided in, contemplated by, or set forth in this Agreement or the Company SEC Documents (as defined below), the Company has no outstanding or authorized warrants, options, other rights to purchase or otherwise acquire capital stock or any other securities of the Company, preemptive rights, rights of first refusal, registration rights or related commitments of any nature. All issued and outstanding shares were either (i) registered under the Securities Act, or (ii) issued pursuant to valid exemptions from registration thereunder.
(vii) No consent, approval or agreement of any person, party, court, governmental authority, or entity is required to be obtained by the Company in connection with the execution and performance by the Company of this Agreement or the execution and performance by the Company of any agreements, instruments or other obligations entered into in connection with this Agreement.
(b) SEC Documents. 证监会文件
(i) The Company is current with its reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). None of the Company’s filings made pursuant to the Exchange Act (collectively, the “Company SEC Documents”) contains any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company SEC Documents, as of their respective dates, complied in all material respects with the requirements of the Exchange Act, and the rules and regulations of the Commission thereunder, and are available on the Commission’s EDGAR system.
(ii) The Company SEC Documents include the Company’s audited consolidated financial statements for the fiscal years ended December 31, 2007 and 2006 (collectively, the “Financial Statements”), including, in each case, a balance sheet and the related statements of income, stockholders’ equity and cash flows for the period then ended, together with the related notes. The Audited Financial Statements have been certified by Gately & Associates, L.L.C. (“Gately”). The Financial Statements are in accordance with all books, records and accounts of the Company, are true, correct and complete and have been prepared in accordance with GAAP, consistently applied. Gately is independent as to the Company under the rules of the Commission pursuant to the Securities Act and is registered with the PCAOB. The Financial Statements present fairly the financial position of the Company at the respective balance sheet dates, and fairly present the results of the Company’s operations, changes in stockholders’ equity and cash flows for the periods covered.
上述证监会文件应包括公司截止于2006年12月31日和2007年12月31日财务年度的经审计合并财务报表。前述财务报表应由Gately & Associates审计事务所（“Gately事务所”）认证。上述财务报表应反映公司帐册的真实情况并根据美国公认的会计准则制作。根据证监会的相关规定，Gately事务所与公司不存在任何关联，且已在美国上市公司审计监督委员会注册。上述财务报表应反映公司的真实财务状况，包括资产负债情况、经营情况、股东权益变更和现金流。
(iii) At the close of business on December 31, 2007, the Company did not have any material liabilities, absolute or contingent, of the type required to be reflected on balance sheets prepared in accordance with GAAP which are not fully reflected, reserved against or disclosed on the December 31, 2007 balance sheet. The Company has not guaranteed or assumed or incurred any obligation with respect to any debt or obligations of any Person, except endorsements made in the ordinary course of business in connection with the deposit of items for collection. The Company does not have any debts, contracts, guaranty, standby, indemnity or hold harmless commitments, liabilities or obligations of any kind, character or description, whether accrued, absolute, contingent or otherwise, or due or to become due except to the extent set forth or noted in the Financial Statements, and not heretofore paid or discharged.
(c) Absence of Changes. 无变更
Since December 31, 2007, except as set forth in the Company SEC Documents and except for the Asset Sale (as hereinafter defined), to the best of Company’s knowledge, there have not been:
(i) any change in the consolidated assets, liabilities, or financial condition of the Company, except changes in the ordinary course of business which do not and will not have a material adverse effect on the Company;
(ii) any damage, destruction, or loss, whether or not covered by insurance, materially and adversely affecting the assets or financial condition of the Company (as conducted and as proposed to be conducted);
(iii) any change or amendment to a material contract, charter document or arrangement not in the ordinary course of business to which the Company is a party other than contracts which are to be terminated at or prior to the Closing;
(iv) any loans made by the Company to any of affiliate of the Company or any of the Company’s employees, officers, directors, shareholders or any of its affiliates;
(v) any declaration or payment of any dividend or other distribution or any redemption of any capital stock of the Company;
(vi) any sale, transfer, or lease of any of the Company’s assets other than in the ordinary course of business;
(vii) any other event or condition of any character which might have a material adverse effect on the Company;
(viii) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by Company except in the ordinary course of business and that is not material to the assets or financial condition of the Company; or
(ix) any agreement or commitment by the Company to do any of the things described in this Section 2(c).
(d) Property. 资产
Except as set forth in the Company SEC Documents, the Company does not own any real estate and is not a party to any lease agreement.
(e) Taxes. 税费
The Company has filed all federal, state, county and local income, excise, franchise, property and other tax, governmental and/or related returns, forms, or reports, which are due or required to be filed by it prior to the date hereof, except where the failure to do so would have no material adverse impact on the Company, and has paid or made adequate provision in the financial statement included in the Company SEC Documents for the payment of all taxes, fees, or assessments which have or may become due pursuant to such returns or pursuant to any assessments received. The Company is not delinquent or obligated for any tax, penalty, interest, delinquency or charge.
(f) Contracts and Commitments. 协议和承诺
Except as contemplated under this Agreement or set forth in the Company SEC Documents, the Company is not a party to any contract or agreement.
(g) No Adverse Change. 无重大不利变更
Since December 31, 2007, there has not been any Material Adverse Change in the financial condition of the Company, although Shareholders recognize that the Company has continued not to generate any revenue and has continued to operate at a loss as a result of ongoing expenses, including expenses relating to this Agreement and the consummation of the transactions contemplated hereby. A Material Adverse Change shall mean a material adverse change in the business, financial condition, operations or prospects of a person.
(h) No Defaults. 无违约
The Company is not in violation of its certificate of incorporation or by-laws or any judgment, decree or order, applicable to it.
(i) Litigation. 诉讼
There are no material (i.e., claims which, if adversely determined based on the amounts claimed, would exceed five thousand dollars ($5,000) in the aggregate) claims, actions, suits, proceedings, inquiries, labor disputes or investigations (whether or not purportedly on behalf of the Company) pending or, to Company’s knowledge, threatened against the Company or any of its assets, at law or in equity or by or before any governmental entity or in arbitration or mediation.
(j) Compliance with Laws. 法律遵守
The Company, to its knowledge, is in full compliance with all laws applicable to it (including, without limitation, with respect to zoning, building, wages, hours, hiring, firing, promotion, equal opportunity, pension and other benefit, immigration, nondiscrimination, warranties, advertising or sale of products, trade regulations, anti-trust or control and foreign exchange or, to the Company’s knowledge, environmental, health and safety requirements).
(k) Contracts and Commitments. 合同和承诺
The Company is not a party to any contract of agreement other than agreements that will be terminated at or prior to the Closing.
(l) Intellectual Property. 知识产权
The Company has no intellectual property rights. 公司未拥有任何知识产权。
(m) No Broker. Neither无证券经纪商
the Company nor any of its agents or employees has employed or engaged any broker or finder or incurred any liability for any brokerage fees, commissions or finders’ fees in connection with the transactions contemplated by this Agreement. The Company shall indemnify and hold the Shareholders harmless against any loss, damage, liability or expense, including reasonable fees and expenses of counsel, as a result of any brokerage fees, commissions or finders’ fees which are due as a result of the consummation of the transaction contemplated by this Agreement.
(n) Asset Sale. 资产出售
Immediately prior to the date hereof, the Company has completed the sale of all of its assets (including, but not limited to, its subsidiary, Tissakin, Ltd.) in consideration for the transfer to the Company of 80,000,000 shares of Common Stock (the “Asset Sale”)
(m) Reliance by Shareholders. The representations and warranties set forth in this Section 2 taken together, do not contain any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein and therein, when taken together, not misleading, and there is no fact which materially and adversely affects the business, operations or financial condition of the Company. Shareholders may rely on the representations set forth in this Section 2 notwithstanding any investigation it may have made.
4. Closing Deliveries. 交割递送
(a) On the Closing Date, the Company shall deliver or cause to be delivered to each Shareholder:
(i) fully executed and duly authorized transaction documents, including this Share Exchange Agreement and all other ancillary documents and resolutions required by the Company.
(ii) a certificate registered in the name of each Shareholder representing the number of shares of Common Stock set forth on Schedule I;
(iii) a legal opinion of counsel to the Company acceptable to the Shareholders;
(iv) undated letters of resignation from each of the directors and officers of the Company. and
(v) an indemnity agreement executed by Syed Irfan Husain, Syed Idris Husain and Verifica International, Ltd, as indemnitors for the benefit of the Shareholders in form and substance satisfactory to the Shareholders.
Syed Irfan Husain, Syed Idris Husain 和Verifica国际公司基于股东利益，并按照股东满意的条件作为补偿方所签署的补偿协议。
(b) On the Closing Date, each Shareholder shall deliver or cause to be delivered to the Company:
(i) fully executed and duly authorized transaction documents, including this Share Exchange Agreement and all other ancillary documents and resolutions required by the Wealthlink.
(ii) the certificate representing such Shareholder’s shares of Wealthlink stock, or if the shares were issued in uncertificated form, a written representation executed by an officer of Wealthlink that such Shareholder was issued the number of shares set forth next to its name on Schedule I.
6. Conditions to the Obligation of the Shareholders to Close. Wealthlink
The obligations of Shareholders under this Agreement are subject to the satisfaction of the following conditions unless waived by Shareholders:
(a) Representations and Warranties. 声明和保证
On the Closing Date, the representations and warranties of the Company shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on such date, and the Company shall have performed all of their respective obligations required to be performed by them pursuant to this Agreement at or prior to the Closing Date, and Shareholders shall have received a certificate of the Company to such effect and as to any other matters set forth in this Agreement.
(b) No Material Adverse Change. 无重大不利变更
No Material Adverse Change in the business or financial condition of the Company shall have occurred or be threatened since the date of this Agreement, and no action, suit or proceedings shall be threatened or pending before any court of governmental agency or authority or regulatory body seeking to restraint, prohibition or the obtain damages or other relief in connection with this Agreement or the consummation of the transactions contemplated by this Agreement or that, if adversely decided, has or may have a Material Adverse Effect.
(c) Liabilities. 债务
On the Closing Date, the Company’s total liabilities shall not exceed $2,000.
(d) Legal Opinion. 法律意见
The Shareholders shall have received a legal opinion from the Company’s legal counsel, acceptable to the Shareholders
(e) Resignations. 辞职
All officers and directors of the Company shall have tendered an undated letter of resignation.
(f) Elections and Appointments. 选举和聘用
The following individuals shall have been elected as directors of the Company effective as of the Closing Date:
The following individuals shall have been appointed to the following offices:
(g) Shares Outstanding. 发售股份
The Company shall have ________ shares of Common Stock outstanding without giving effect to the issuances contemplated under this Agreement.
7. Accredited Investor Status. 合格投资者资质
By countersigning this Agreement, each of the Shareholders, severally and not jointly, represents that such Shareholder is an accredited investor as such is defined in Regulation D promulgated under the Securities Act of 1933 as amended, because such Shareholder fits one of the definitions set forth in Exhibit A attached hereto.
8. Notices. 通知
All notices, requests and other communications to any party hereunder shall be in writing and either delivered personally, telecopied or sent by certified or registered mail, postage prepaid,
or such other address or fax number as such party may hereafter specify for the purpose by notice to the other parties hereto. All such notices, requests and other communications shall be deemed received on the date delivered personally or by overnight delivery service or telecopied or, if mailed, five business days after the date of mailing if received prior to 5 p.m. in the place of receipt and such day is a business day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding business day in the place of receipt.
9. Miscellaneous. 附则
(a) This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof, superseding any and all prior or contemporaneous oral and prior written agreements, understandings and letters of intent. This Agreement may not be modified or amended nor may any right be waived except by a writing which expressly refers to this Agreement, states that it is a modification, amendment or waiver and is signed by all parties with respect to a modification or amendment or the party granting the waiver with respect to a waiver. No course of conduct or dealing and no trade custom or usage shall modify any provisions of this Agreement.
(b) This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State.
(c) This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective successors and permitted assigns.
(d) This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same document.
(e) The various representations, warranties, and covenants set forth in this Agreement or in any other writing delivered in connection therewith shall survive the issuance of the Shares.
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IN WITNESS WHEREOF, the parties have executed this Securities Exchange Agreement the day and year first above written.
AMERICAN BUSINESS HOLDINGS, INC. 美国商业控股公司
WEALTHLINK CO., LTD.有限公司
SHAREHOLDER SIGNATURE PAGE TO
WEALTHLINK/ABHI SHARE EXCHANGE AGREEMENT