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Acquisition Agreement

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Title:

Acquisition Agreement

Entities:

Jupiter Enterprises Inc

Date:

2002

Size:

Preview shows 2KB of 10KB total

Price:

$37

ID:

#1245929

► M&A ► Acquisition Agreements

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                              ACQUISITION AGREEMENT



This ACQUISITION AGREEMENT ("Agreement") is entered into effective this 8th day

of April 2002, by and among Jupiter Enterprises, Inc. ("JPEN"), The MingHe Group

("MingHe"), and Yin Mingshan ("Mingshan").



                                    RECITALS



WHEREAS, MingHe maintains a construction business in mainland China that

operates through several entities controlled by MingHe.



WHEREAS, JPEN desires to acquire the entire construction business of MingHe.



WHEREAS, Mingshan is the sole owner of MingHe.



NOW, THEREFORE, in consideration of the promises and agreements set forth

herein, the parties, each intending to be legally bound hereby, do promise and

agree as follows:



1.       TERM AND CONDITIONS OF THE ACQUISITION.



         1.1 JPEN shall form a wholly-owned subsidiary domiciled in Hong Kong

("JPEN Subsidiary") to acquire the entire construction business of MingHe, as

presently constituted, in exchange for thirty million shares of common stock of

JPEN, to be issued to Mingshan, the sole shareholder of MingHe.



         1.2 JPEN has engaged, at its own expense, the accounting firm of BDO

International, Hong Kong, to audit the books and records of MingHe.



         1.3 Closing shall take place promptly following completion of the

audit, at which time MingHe shall transfer its construction business assets to

the JPEN Subsidiary, in exchange for the shares of common stock of JPEN. At

Closing, each party shall deliver and execute such additional instruments and

documents, and make such representations or warranties and covenants as may, in

the reasonable opinion of counsel of each party, be required to complete the

transactions contemplated by this Agreement.



         1.4 Each party shall undertake to obtain, prior to Closing, all

necessary governmental consents and approvals required in the Peoples' Republic

of China to complete the transfer of the construction business of MingHe and to

transfer title and legal ownership of all construction business assets.



2. AUTHORITY. Each party has the requisite authority to enter into and perform

its obligations under this Agreement and to consummate the transactions

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