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Title: |
Share Exchange Agreement |
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Date: |
2006 |
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Size: |
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Price: |
$42 |
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ID: |
#2676667 |
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SHARE EXCHANGE AGREEMENT
AGREEMENT dated as of December 19, 2006 by and between Gold Standard,
Inc., a Utah corporation (hereinafter referred to as "GOLS"), and the
individuals identified on the signature page as the Shareholders of Changan
International Limited, a corporation organized under the laws of the Hong Kong
Special Administrative Region (hereinafter referred to as the "Changan
Shareholders"). The Changan Shareholders (collectively) and GOLS are
sometimes referred to collectively herein as the "Parties," and each is
sometimes referred to individually as the "Party."
WHEREAS, Changan International Limited ("Changan") owns sixty-one
percent (61%) of the issued and outstanding capital stock of Harbin Hongbo
Environment Protection Material, Inc., a corporation organized under the laws
of the People's Republic of China ("Hongbo"); and
WHEREAS, the Changan Shareholders own all of the issued and outstanding
capital stock of Changan; and
WHEREAS, the Changan Shareholders desire to transfer the capital stock
of Changan to GOLS and GOLS desires to acquire such shares in exchange for
certain shares of GOLS common stock.
NOW, THEREFORE, it is agreed:
1. DEFINITIONS.
As used herein, the following terms shall have the meanings set forth
below:
a. "Applicable Law" means any domestic or foreign law, statute,
regulation, rule, policy, guideline or ordinance applicable
to the businesses or corporate existence of GOLS, Changan or
Hongbo.
b. "GAAP" means generally accepted accounting principles in the
United States of America as promulgated by the American
Institute of Certified Public Accountants and the Financial
Accounting Standards Board or any successor institutes
concerning the treatment of any accounting matter.
c. "Lien" means, with respect to any property or asset, any
mortgage, lien, pledge, charge, security interest, claim,
encumbrance, royalty interest, any other adverse claim of
any kind in respect of such property or asset, or any other
restrictions or limitations of any nature whatsoever.
d. "Material Adverse Effect" with respect to any entity or
group of entities means any event, change or effect that has
or would have a materially adverse effect on the financial
condition, business or results of operations of such entity
or group of entities, taken as a whole.
e. "Tax" (and, with correlative meaning, "Taxes" and "Taxable")
means:
(i) any income, alternative or add-on minimum tax, gross
receipts tax, sales tax, use tax, ad valorem tax, transfer tax,
franchise tax, profits tax, license tax, withholding tax, payroll
tax, employment tax, excise tax, severance tax, stamp tax,
occupation tax, property tax, environmental or windfall profit tax,
custom, duty or other tax, impost, levy, governmental fee or other
like assessment or charge of any kind whatsoever together with any
interest or any penalty, addition to tax or additional amount
imposed with respect thereto by any governmental or Tax authority
responsible for the imposition of any such tax (domestic or
foreign), and
(ii) any liability for the payment of any amounts of the
type described in clause (i) above as a result of being a member of
an affiliated, consolidated, combined or unitary group for any
Taxable period, and
(iii) any liability for the payment of any amounts of the
type described in clauses (i) or (ii) above as a result of any
express or implied obligation to indemnify any other person.
f. "Tax Return" means any return, declaration, form, claim for
refund or information return or statement relating to Taxes,
including any schedule or attachment thereto, and including
any amendment thereof.
2. SHARE EXCHANGE.
a. On the Closing Date (defined herein), the Changan
Shareholders shall transfer and assign to GOLS all of the issued and
outstanding capital stock of Changan. The Changan Shareholders represent and
warrant that upon delivery to GOLS of documents suitable to transfer the
capital stock of a Hong Kong corporation, all right, title and interest in
said shares will be transferred to GOLS free of Liens, claims and
encumbrances.
b. On the Closing Date, GOLS shall issue to the Changan
Shareholders a total of sixty million (60,000,000) shares of common stock.
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