Item 1.01 - Entry into a Material Definitive Agreement
VARIABLE INTEREST ENTITY (VIE) AGREEMENTS
Shunda Feed Co., Ltd.
On
The VIE Agreements
The VIE structure was adopted mainly because the
(1) Voting Rights Proxy Agreement & Power of Attorney. Tsai, Wen-Chih, Lien,
Mei-Chu, Lin, Yuan-Chuan, Wu, Tsai-Jung, Chang, Chiung-Fen and Hsiao,
Chiu-Hsiang, ("Existing Shareholders") hereby irrevocably undertake that they
authorize Nocera or the individual then designated by Nocera ("Attorney") to
exercise, on their behalf, the following rights available to them in their
capacity as a shareholder of SFC under the then effective articles of
association of the SFC (collectively, "Powers"): (a) to propose the convening
of, and attend, shareholders' meetings in accordance with the articles of
association of the SFC on behalf of the Existing Shareholders; (b) to exercise
voting rights on behalf of the Existing Shareholders on all matters required to
be deliberated and resolved by the shareholders' meeting, including without
limitation the appointment and election of the directors and other executives to
be appointed and removed by the shareholders, of SFC the sale or transfer of all
or part of the equity held by shareholders in SFC; (c) to exercise other
shareholders' voting rights under the articles of association of SFC (including
any other shareholders' voting rights stipulated upon an amendment to such
articles of association); (d) other voting rights that shareholders shall enjoy
under the
(2) Exclusive Business Cooperation Agreement. Nocera agrees to provide technical consulting and services including management consulting services, general and financial advisory services and various general and administrative services, for the specific content thereof (hereinafter referred to as the "Target Business") to SFC as the technical consulting and service provider of SFC in accordance with the conditions set forth herein during the term of this Agreement. SFC agrees to accept the technical consulting and services provided by Nocera. SFC further agrees that, without the prior written consent of SFC, during the term of this Agreement, it shall not accept any technical consulting and services identical or similar to Target Business that are provided by any third party.
(3) Equity Pledge Agreement. Under the Equity Interest Pledge Agreement between the Nocera and SFC shareholders, shareholders pledged all of their equity interests in SFC to Nocera to guarantee the performance of SFC's obligations under the Exclusive Business Cooperation Agreement. Under the terms of the agreement, in the event that SFC or shareholders breach their respective contractual obligations under the Exclusive Business Cooperation Agreement, Nocera, as pledgee, will be entitled to certain rights, including, but not limited to, the right
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to collect dividends generated by the pledged equity interests. Shareholders also agreed that upon the occurrence of any event of default, as set forth in the Equity Interest Pledge Agreement, Nocera is entitled to claim indemnity.
(4) Exclusive Call Option Agreement. SFC and its shareholders, have entered into
an Exclusive Call Option Agreement with Nocera. Under the Exclusive Call Option
Agreement, the SFC shareholders irrevocably granted Nocera (or its designee) an
exclusive option to purchase, to the extent permitted under
The foregoing description of the Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of Agreements, which are attached as Exhibit 10.1 through Exhibit 10.4 to this Current Report on Form 8-K and are incorporated herein by reference.
On
The VIE Agreements
The VIE structure was adopted mainly because the
(1) Voting Rights Proxy Agreement & Power of Attorney. Tu, Hui-Min, Tsai,
Wen-Chih, Tsai, Ching-Yao and Tsai, Ching-Chao, ("Existing Shareholders") hereby
irrevocably undertake that they authorize Nocera or the individual then
designated by Nocera ("Attorney") to exercise, on their behalf, the following
rights available to them in their capacity as a shareholder of XFC under the
then effective articles of association of the XFC (collectively, "Powers"): (a)
to propose the convening of, and attend, shareholders' meetings in accordance
with the articles of association of the XFC on behalf of the Existing
Shareholders; (b) to exercise voting rights on behalf of the Existing
Shareholders on all matters required to be deliberated and resolved by the
shareholders' meeting, including without limitation the appointment and election
of the directors and other executives to be appointed and removed by the
shareholders, of XFC the sale or transfer of all or part of the equity held by
shareholders in XFC; (c) to exercise other shareholders' voting rights under the
articles of association of XFC (including any other shareholders' voting rights
stipulated upon an amendment to such articles of association); (d) other voting
rights that shareholders shall enjoy under the
(2) Exclusive Business Cooperation Agreement. Nocera agrees to provide technical consulting and services including management consulting services, general and financial advisory services and various general and administrative services, for the specific content thereof (hereinafter referred to as the "Target Business") to XFC as the technical consulting and service provider of XFC in accordance with the conditions set forth herein during the term of this Agreement. XFC agrees to accept the technical consulting and services provided by Nocera. XFC further agrees that, without the prior written consent of XFC, during the term of this Agreement, it shall not accept any technical consulting and services identical or similar to Target Business that are provided by any third party.
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(3) Equity Pledge Agreement. Under the Equity Interest Pledge Agreement between the Nocera and XFC shareholders, shareholders pledged all of their equity interests in XFC to Nocera to guarantee the performance of XFC's obligations under the Exclusive Business Cooperation Agreement. Under the terms of the agreement, in the event that XFC or shareholders breach their respective contractual obligations under the Exclusive Business Cooperation Agreement, Nocera, as pledgee, will be entitled to certain rights, including, but not limited to, the right to collect dividends generated by the pledged equity interests. Shareholders also agreed that upon the occurrence of any event of default, as set forth in the Equity Interest Pledge Agreement, Nocera is entitled to claim indemnity.
(4) Exclusive Call Option Agreement. XFC and its shareholders, have entered into
an Exclusive Call Option Agreement with Nocera. Under the Exclusive Call Option
Agreement, the XFC shareholders irrevocably granted Nocera (or its designee) an
exclusive option to purchase, to the extent permitted under
The foregoing description of the Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of Agreements, which are attached as Exhibit 10.5 through Exhibit 10.8 to this Current Report on Form 8-K and are incorporated herein by reference.
SHARE EXCHANGE AGREEMENT
On
Item 3.02 Unregistered Sales of
Pursuant to the Share Exchange Agreement, we exchanged a total of 1,000,000
shares of our restricted common stock for 100% of the issued and outstanding
shares of
See the disclosures under Item 1.01 of this Current Report on Form 8-K, incorporated herein by this reference.
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