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Exhibit 1.1
Share Exchange Agreement
This Agreement as of the 18th day of December 2000.
BETWEEN: Tianjin Teda Yu Cheung Group Co Ltd "
hereinafter called Yu Cheng or "Founding Shareholder"
AND Richard Wang, Peng Chen, Brian Roberts, Zun Zhao Li, Karen Dadson,
Collectively with the Founding Shareholder sometimes called Group A
Zhankui Mu, Jun Zhou, Yinghua Gao, Xuexian Xiao, Zun Zhao Li,
Pei Zhang, Yuanjian Lin, Xiuzhuang Bian, David Tam and Songsheng Yin.
sometimes referred to as Group B
(The Founding Shareholder, Group A and B collectively called the
"The Shareholders")
AND Digital Village World Technologies Inc, a Nevada company
hereinafter called DVWT
AND Digital Village World Technologies (Canada) Ltd.
hereinafter called DVC
WHEREAS:
A. Yu Cheung has acquired from the previous controlling shareholders of
DVWT their 2,500,000 shares of DVWT for $1.00 and other good and
valuable consideration.
B. DVC has an agreement with the Founding Shareholder to provide certain
services and capital in exchange for a profit share in certain
businesses in China pursuant to an agreement entitled "Initial Profit
Sharing Agreement" (PSA); and
C. The parties hereto wish to enter a tax free exchange of their shares to
result in DVWT acquiring all the issued and outstanding shares of DVC in
exchange for shares in DVWT as more particularly described herein:
NOW THEREFORE this Agreement witnesses that in consideration of the premises and
the respective covenants and agreements herein contained, the parties hereto
covenant and agree as follows:
1.0 DEFINITIONS and INTERPRETATION
1.1 In this Agreement and the recitals hereto, unless the context otherwise
requires, the following terms shall have the meanings hereinafter set forth:
(a) "Business Day" means a day, other than a Saturday, a Sunday or a
holiday;
(b) "Closing" means the closing of the transactions contemplated herein on
the Closing Date;
(c) "Closing Date" has the meaning assigned to it in Clause 7.1;
(d) "Constating Documents" means the memorandum, the articles, the articles
of incorporation, the articles of continuance or the articles of
amalgamation pursuant to which a corporation is incorporated, continued or
amalgamated, as the case may be, together with any amendments thereto, and
the by-laws of such corporation and any shareholders' agreement which has
been executed by such corporation and/or which governs in whole or in part
such corporation's affairs;
(e) "Encumbrance" means any mortgage, charge, pledge, hypothecation,
security interest, lien, easement, right-of-way, encroachment, covenant,
conditions, right of re-entry, lease, licence, assignment, option or claim
or any other encumbrance, charge or
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any title defect of whatever kind or nature, regardless of form, whether or
not registered or registerable and whether or not arising by law (statutory
or otherwise);
(f) "GAAP" means generally accepted United States accounting principles
consistently applied:
(g) "Governmental Authority" means any national, central, federal,
provincial, state, municipal, county or regional governmental or quasi-
governmental authority, domestic or foreign and includes any ministry,
department, commission, bureau, board, administrative or other agency or
regulatory body or instrumentality thereof;
(h) "Material Contract" means any contract, agreement or instrument to
which DVC or any of the DVC Subsidiaries is a party or from which it
derives benefit or by which it is bound and which relates, directly or
indirectly to a DVC interest
(i) Material Indebtedness" means: any outstanding and unpaid indebtedness,
obligation or liability, for borrowed money, amounts unpaid for real or
personal property or services, taxes, fines, judgments, wages or employment
benefits in excess of $5,000;
(j) "Shareholders Purchaser Shares" means 8,490,000 treasury shares of DVWT
to be issued in accordance with this Agreement;
(k) "DVC Subsidiaries" means each body corporate of which more than fifty
(50%) percent of the outstanding shares ordinarily entitled to elect a
majority of the directors thereof are beneficially owned, directly or
indirectly by DVC;
(l) "Person" means and includes an individual, sole proprietorship,
partnership, unincorporated association, unincorporated syndicate,
unincorporated organization, trust, body corporate, a trustee, executor,
administrator or other legal representative and any Governmental Authority;
(m) "Trustee" has the meaning assigned to it in Clause 3.2(a)
1.2 Interpretation
For the purposes of this Agreement, except as otherwise expressly provided:
(a) "this Agreement" means this Agreement, including the schedules hereto
and not any particular part, section or other portion hereof, and
includes any agreement, document or instrument entered into, made or
delivered pursuant to the terms hereof, as the same may, from time to
time, be supplemented or amended and in effect;
(b) all references in this Agreement to a designated "part", "section",
"subsection" or other subdivision or to a schedule are references to
the designated part, section, subsection or other subdivision of, or
schedule to, this Agreement;
(c) the words "hereof", "herein", "hereto" and "hereunder" or any other
word of similar import refer to this Agreement as a whole and not to
any particular part, section, subsection or other subdivision or
schedule unless the context or subject matter otherwise requires;
(d) the division of this Agreement into parts, sections and other portions
and the insertion of headings are for convenience of reference only
and are not intended to interpret, define or limit the scope, extent
or intent of this Agreement or any provision hereof;
(e) unless otherwise provided herein, all references to currency in this
Agreement are to lawful money of the United States of America;
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(f) a reference to a statute in this Agreement includes all regulations
made thereunder, all amendments to the statute or regulations in force
from time to time, and any statute or regulation that supplements or
supersedes such statues or regulations;
(g) the singular of any term includes the plural, and visa versa, and the
use of any term is generally applicable to any gender and, where
applicable, a body corporate, firm, or other entity, and the word "or"
is not exclusive and the word "including" is not limiting (whether or
not non-limiting language such as "without limitation" or "but not
limited to" or words of similar import is used with reference
thereto);
(h) all accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with GAAP;
(i) in the event that any date on which any action is required to be taken
hereunder by any of the parties hereto is not a Business Day, such
action shall be required to be taken on the next succeeding day which
is a Business Day;
(j) all references to "approval", "authorization" or "consent" in this
Agreement means written approval, authorization or consent.
1.3 Schedules
Attached to and forming part of this Agreement are the following Schedules:
Schedule "A" - Material Contracts
Schedule "B" - DVWT Share apportionment
Schedule "C" - form of Pooling Agreement
2.0 PURCHASE AND SALE
2.1 Relying upon the representations and warranties herein contained, and
subject to the terms and conditions hereof, at the Closing, DVWT will
exchange with Shareholders all of the Shareholders' DVC shares for an
aggregate of 8,490,000 of DVWT common treasury shares in accordance with
Schedule "B".
2.2 DVWT Share Issue Price
DVWT shares will be issued to the Shareholders at a deemed price of $.01
per share.
2.3 Shareholders' Resale Restrictions
Shareholders acknowledges that DVWT is a public company listed on NASD pink
sheets under the Securities Act of 1933, and will be subject to Securities
and Exchange Commission policies, rules and regulations.
3.0 POST CLOSING MATTERS
3.1 Pooling Arrangements
Upon Closing, Group A will enter into a pooling agreement in respect of the
Purchaser Shares to be issued in accordance with this Agreement, ("Pooling
Agreement") and which includes details relating to the following:
(a) the administration of the Pooling Agreement by a trustee (the
"Trustee");
(b) the deposit by Group A in pool with the Trustee of DVWT Purchaser
Shares or such lesser number of Purchaser Shares as is mutually
agreed; and
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(c) subject to pooling agreement, the pro rata release from pool of any
Purchaser Shares of DVWT that are subject to the terms of the Pooling
Agreement on a mutually agreed schedule;
3.2 The Trustee shall be Wei Shao, Barrister and Solicitor of Vancouver,
British Columbia, Canada
4.0 REPRESENTATIONS AND WARRANTIES
4.1 Representation and Warranties of Shareholders and/or DVC
Shareholders and/or DVC represents and warrants to and in favor of DVWT as
follows and acknowledges that DVWT is relying upon such representations and
warranties in consummating the transactions contemplated by this Agreement:
(a) Shareholders are directly and/or indirectly, the beneficial owner of
the entire issued and outstanding share capital of DVC with good and
marketable title thereto, free and clear of any Encumbrance;
(b) If any of the Shareholders are a corporation, the corporation is duly
incorporated, organized and validly existing and current and up-to-
date with respect to all filings required under the laws of its
jurisdiction of incorporation;
(c) Shareholders have the power and authority to enter into this Agreement
and to perform its obligations hereunder;
(d) none of the execution and delivery of this Agreement, the completion
of the transactions contemplated herein or the fulfillment of, or
compliance with, the terms and provisions hereof, do or will, nor will
they upon the giving of notice or the lapse of time or both;
i) result in the breach of any term or provision of the constating
documents of DVC or of Shareholders if Shareholder is a
corporation;
ii) result in the cancellation, suspension or alteration in the terms
of any Material Contract;
iii) result in the creation of any Encumbrance upon any of the assets
of DVC;
iv) give to others any material interest or right, including rights
of purchase, termination, cancellation or acceleration, under any
such Material Contract; or
v) violate any provision of law or administrative regulations or any
judicial or administrative award, judgment or decree applicable
to, and (after due inquiry) known to DVC, the breach of which
would have a materially adverse effect on DVC's business or any
part thereof;
(e) Schedule A, constitutes all Material Contracts;
(f) there are no actions, suits, proceedings or investigations commenced,
or to the knowledge of DVC (after due inquiry) contemplated or
threatened, against, or affecting DVC or any part thereof at law or in
equity before any court, Governmental Authority or arbitrator of any
kind or, to the knowledge of DVC (after due inquiry), are there any
existing facts or conditions which may reasonably be expected to be a
proper basis for any actions, suits, proceedings or investigations
which in either case would prevent or hinder the consummation of the
transactions contemplated by this Agreement or which would involve the
reasonable possibility of any judgment or liability that would
constitute Material Indebtedness against DVC or any of the DVC
Subsidiaries which could reasonably be expected to have an adverse
effect on the business.
(g) no exemption, consent, approval, order or authorization of, or
registration or filing with, any court, Governmental Authority or any
third party is required by, or in connection with the execution and
delivery of this Agreement by DVC or the consummation by Shareholders
of the transactions contemplated hereby.
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(h) the execution and delivery of this Agreement and the completion of the
transactions contemplated herein have been duly authorized by the
board of directors of DVC and this Agreement constitutes a valid and
binding obligation of DVC and Shareholders, enforceable against each
of them in accordance with its terms;
(i) upon Closing, none of the Shareholders will beneficially own, directly
or indirectly, any right, title or interest whatsoever in and to;
i) DVC, or
ii) any assets or liabilities of DVC or its Subsidiaries;
4.2 Representations and Warranties of DVWT
DVWT represents and warrants to and in favour of DVC and Shareholders as
follows and acknowledges that DVC and Shareholders are relying upon
such representations and warranties in consummating the transactions
contemplated by this Agreement;
(a) DVWT is duly incorporated, organized and validly existing and current
and up-to-date with respect to all filings required under the laws of
Nevada and no proceedings have been taken or authorized by DVWT or, to
the best knowledge of DVWT by any other person, with respect to the
bankruptcy, insolvency, liquidation, dissolution or winding up of
DVWT.
(b) DVWT has the corporate power and authority to enter into this
Agreement to perform its obligations hereunder;
(c) none of the execution and delivery of this Agreement, the completion
of the transactions contemplated herein or the fulfillment of or
compliance with the terms and provisions hereof do or will, nor will
they upon the giving of notice or the lapse of time or both:
i) result in the breach of or violate any term or provision of the
Constating Documents of DVWT; or
ii) violate any provision of law or administrative regulation or any
judicial or administrative award, judgment or decree applicable
to, and (after due inquiry) known to DVWT, the breach of which
would have a materially adverse effect on DVWT;
(d) there are no actions, suits, proceedings or investigations commenced
nor, to the knowledge of DVWT (after due enquiry) contemplated or
threatened, against or affecting DVWT at law or in equity before or by
any court, Governmental Authority or arbitrator of any kind, nor, to
the knowledge of DVWT (after due enquiry), are there any existing
facts or conditions which may reasonably be expected to be a proper
basis for any actions, suits, proceedings or investigations, which, in
any case, would prevent or hinder the consummation of the transactions
contemplated by this Agreement or which would involve the reasonable
possibility of any judgment or liability not fully covered by
insurance in excess of a reasonable deductible amount, or which could
reasonably be expected to have an adverse effect on the business,
operations, properties, assets or affairs, financial or otherwise of
DVWT or DVWT's ability to fulfill its obligations under this
Agreement;
(e) Shareholders Purchaser Shares will, upon Closing, be validly issued as
fully paid and non-assessable shares in the capital stock of DVWT;
(f) no exemption, consent, approval, order or authorization of, or
registration or filing with, any court, governmental Authority, or any
third party is required by, or with respect to, DVWT in connection
with the execution and delivery of this Agreement by DVWT, save and
except any required as required by the Securities
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and Exchange Commission, policies, rules and regulations, or the
consummation by DVWT of the transactions contemplated hereby;
(g) the execution and delivery of this Agreement and the completion of the
transactions contemplated herein have been duly authorized by the
board of directors of DVWT and this Agreement constitutes a valid and
binding obligation of DVWT enforceable against it in accordance with
its terms.
5.0 COVENANTS OF DVC AND THE SHAREHOLDERS
5.1 DVC and/or Shareholders hereby covenants and agrees with DVWT as follows:
(a) until the Closing Date, DVC will not perform, and will not permit any
DVC Subsidiaries to perform any act or enter into any transaction or
negotiations which interferes or is inconsistent with the completion
of the transactions contemplated hereby, or would render inaccurate in
any material way any of the representations and warranties set forth
in Clause 4.1 hereof as if such representations and warranties were
made at a date subsequent to such act, transaction or negotiation.
Without limiting the generality of the foregoing, DVC will not,
without the prior express written consent of DVWT, and will not permit
DVC Subsidiaries to:
i) amend any Material Contract;
ii) dispose of any interest, or any part thereof, to any person,
directly or indirectly, other than to DVWT pursuant to this
Agreement; or
(b) DVC shall, during the period prior to the Closing Date, promptly
discuss with DVWT:
i) any significant developments affecting, directly or indirectly,
DVC's business or any part thereof;
ii) any proposal received by DVC or any DVC Subsidiaries to amend an
existing Material Contract or enter into a new Material Contract;
iii) any breach or non-performance of any obligation pursuant to an
existing Material Contract or the occurrence of any event which
would, upon lapse of time or with the giving of notice,
constitute such breach or non-performance by any party thereto;
(c) DVC shall, during the period prior to the Closing Date afford to DVWT
and its accountants, counsel and other representatives full access
during normal business hours to the books, contracts, commitments and
records evidencing or otherwise relating, directly or indirectly, to
DVC or DVC Subsidiaries to enable DVWT to complete its due diligence.
(d) DVC shall notify DVWT immediately upon becoming aware that any of the
representations and warranties of DVC and/or Shareholders contained in
Clause 4.1 hereof are no longer true and correct in any material
respect.
5.2 COVENANTS OF THE PURCHASER
DVWT hereby covenants and agrees with DVC and Shareholders as follows:
(a) until the Closing Date, DVWT shall not perform any act or enter into
any transaction or negotiation which interferes or is inconsistent
with the completion of the transactions contemplated hereby, or,
would render inaccurate in any material way any of the representations
and warranties set forth in Clause 4.2 hereof, as if such
representations and warranties were made at a date subsequent to such
act, transaction or negotiation;
(b) DVWT shall, during the period prior to the Closing Date, promptly
discuss with DVC any developments in its business, assets or affairs
which could reasonably
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be expected to have a material impact upon DVC's or the Shareholders'
ability to fulfill its obligations to DVC; and
(c) DVWT will notify DVC and Shareholders immediately upon becoming aware
that any of the representations and warranties of DVWT contained in
Clause 4.2 hereof are no longer true and correct in any material
respect.
6.0 CONDITIONS
6.1 Mutual Condition Precedent
The respective obligations of the parties hereto to complete the transaction
contemplated by this Agreement shall be subject to the condition that there
shall not be in any force, on the Closing Date, any order or decree of a court
of competent jurisdiction or any Governmental Authority restraining,
interfering with or enjoining the consummation of the transactions contemplated
by this Agreement.
6.2 Arbitration
In the event that the parties are unable to complete this agreement on the
Closing Date due to a disagreement of some term or condition or the failure of
a party to agree upon a term that is not contained herein but is none the less
a condition that is typical of the type of transaction contemplated herein
provided the condition or conditions not agreed to do not fundamentally alter
this agreement then the parties agree to solve such disagreement through
arbitration before three arbitrators and administered by the American
Arbitration Association in accordance with its Commercial Arbitration Rules and
judgment upon the award is final and binding upon the parties hereto.
6.3 Confidentiality
The Parties hereto agree each will keep confidential (1) all negotiations
between them, (2) the existence of all agreements and the terms thereof and (3)
all documents obtained from the other and in the event this agreement does not
close, each will return to the other all documents received from the other and
further the parties agree for a period of three years from the termination of
this agreement not to use any information gained from the other for its own
advantage in any way whatsoever unless such information is in any event
information that is in the public domain.
6.4 Tax Free Requirement
The parties recognize that it is a condition of the Shareholders that the Share
Exchange contemplated by this agreement not subject them to any income or
excise tax in the United Sates (whether Federal, State or local) and the
Shareholders shall satisfy themselves of this prior to DVWT completing its due
diligence on DVC.
6.5 Conditions to Obligations of DVWT
The obligations of DVWT to consummate the transactions contemplated hereby, is
subject to the satisfaction, on or before the Closing Date, of the following
conditions, any of which may be waived by it without prejudice to its right to
rely on any others or others of them:
(a) each of the acts and undertakings of DVC to be performed on or before
the Closing Date pursuant to the terms of this Agreement shall have
been duly performed by it;
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(b) DVC or Shareholders will have delivered all of the documents required
to be delivered by DVC or Shareholders pursuant to Part 7 of this
Agreement;
(c) the representations and warranties of DVC or Shareholders contained in
Clause 4.1 hereto shall be true in all material respects immediately
prior to the Closing Date with the same effect as though made at and
as of such time;
(d) DVC and Shareholders shall not have breached any of the covenants
contained in Clause 5.1 hereof;
(e) completes to its sole satisfaction all due diligence of DVC by, on, or
before November 15th 2000.
6.8 Conditions to Obligations of DVC
The obligation of DVC to consummate the transactions contemplated hereby is
subject to the satisfaction, on or before the Closing Date, of the
following conditions, any of which may be waived by DVC without prejudice
to its right to rely on any other or others of them:
(a) each of the acts and undertakings of DVWT to be performed on or before
the Closing Date pursuant to the terms of this Agreement shall have
been duly performed by it;
(b) DVWT will have delivered all of the documents required to be delivered
by DVWT pursuant to Part 7 of this Agreement;
(c) the representations and warranties of DVWT contained in Clause 4.2
hereof shall be true in all material respects immediately prior to the
Closing Date with the same effect as though made at and as of such
time;
(d) DVWT agrees that the board of directors immediately following the
completion of this agreement shall be: Richard Wang, Edward Chen,
Stephen Dadson, Yu Wen Cheng, and Mu Zhankui; and
(d) DVWT shall not have breached any of the covenants contained in Clause
4.2 hereof.
7.0 CLOSING
7.1 Subject to the terms and conditions hereof, this transaction will be
completed and closed at the Closing, to be held at 10:00 a.m. (Vancouver
time) on the Business Day which is ten (10) Business Days after the later
of the date on which DVWT has informed DVC or Shareholders that it has
completed and is satisfied with its due diligence of DVC but in no event
shall the closing be more than 90 days from the date hereof.
7.2 Deliveries by DVC and Shareholders
The Closing will be on or before December 30th 2000 at which time DVC will
deliver the following to DVWT:
(a) certified copies of the resolutions of the respective boards of
directors of DVC approving this Agreement and the consummation of the
transactions contemplated herein;
(b) an instrument of assignment, in form and substance satisfactory to
DVWT, acting reasonably, duly executed by DVC and Shareholders
providing for the absolute and unconditional assignment and transfer
to DVWT of all of DVC's issued and outstanding capital.
(c) certified copies of such resolutions or consents of the board of
directors of Shareholders or any other person as may be necessary to
transfer the DVC shares to DVWT;
(d) undated written resignations of all directors and officers of DVC;
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(e) all books, records and documents relating, directly or indirectly, to
DVC or to DVC Subsidiaries;
(f) a certificate of a senior officer of DVC or Shareholders that all of
the representations and warranties of DVC and Shareholders contained
in Clause 4.1 hereof are true and correct as of the Closing Date;
7.3 Deliveries by DVWT
At Closing, DVWT will deliver the following to DVC or Shareholders:
(a) a certified copy of the resolution of the board of directors of DVWT
approving this Agreement and the consummation of the transactions
contemplated herein;
(b) one or more share certificates representing the Shareholders Purchaser
Shares registered in the name of the Shareholders in accordance with
Schedule "B";
(c) a certificate of an officer of DVWT that all of the representations
and warranties of DVWT contained in Clause 4.2 hereof are true and
correct as of the Closing Date;
8.0 GENERAL
8.1 Notices
All notices which may or are required to be given pursuant to any provision
of this Agreement shall be given in writing and shall be delivered
personally or by telecopy, and in the case of DVC addressed to the parties
whose addresses are hereinbefore setforth or such other address or
facsimile number of which a party may, from time to time, advise the other
parties hereto by notice in writing given in accordance with the foregoing.
Date of receipt of any such notice shall be deemed to be the date of
delivery thereof, if delivered, and on the day of telefaxing, if telefaxed,
in each such case provided such day is a Business Day and, if not, on the
first Business Day thereafter.
8.2 Binding Effect
This Agreement shall be binding upon and shall enure to the benefit of the
parties hereto and their respective successors and permitted assigns.
8.3 Waiver
Any waiver or release of any of the provisions of this Agreement, to be
effective, must be in writing executed by the party granting the same.
8.4 Time of Essence
Time is of the essence of this Agreement.
8.5 Survival of Representations and Warranties of DVC and Shareholders
The representations and warranties of DVC and Shareholders in this
Agreement shall survive the Closing, and shall not merge with any deed,
conveyance or other transfer instrument or other agreement giving effect
hereto and shall survive any amalgamation or reorganization or merger
entered into by DVC or any other party for a period of three years
following the Closing Date.
8.6 Survival of Representations and Warranties of DVWT
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The representations and warranties of DVWT in this Agreement shall survive
the Closing, and shall not merge with any deed, conveyance or other
transfer instrument or other agreement giving effect hereto and shall
survive any amalgamation or reorganization or merger entered into by DVWT
with any other party for a period of three years following the Closing
Date.
8.7 Equitable Remedies
All representations, warranties and covenants herein and opinions to be
given hereunder as to the enforceability of any covenant, agreement or
document shall be qualified as to applicable bankruptcy and other laws
affecting the enforcement of creditor's rights generally and to the effect
that a court may exercise discretion granting equitable remedies, including
the remedy of specific performance.
8.8 Further Assurances
Each of the parties, upon the request of any other party, whether before of
after the Closing, shall do, execute, acknowledge and deliver or cause to
be done, executed, acknowledged or delivered all such further acts, deeds,
documents, assignments, transfers, conveyances and assurances as may be
reasonably necessary or desirable to effect complete consummation of the
transactions contemplated by this Agreement.
8.9 Counterparts
This Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an original but all of which together shall
constitute one and the same instrument.
8.10 Entire Agreement
This Agreement, together with the agreements herein referred to,
constitutes the entire agreement between the parties pertaining to the
subject matter hereof and supersedes all prior agreements, understandings,
negotiations and discussions, whether oral or written, between the parties
with respect to the subject matter hereof.
8.11 Governing Law
This Agreement shall be governed by and construed in accordance with the
laws of Nevada and shall be treated in all respects as a State of Nevada
contract, and each of the parties does hereby irrevocably attorn to the
courts of the State of Nevada for such purposes.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
date first above written.
/s/ Richard Wang /s/ Peng Chen
------------------------- ------------------------
Richard Wang Peng Chen
/s/ Brian Roberts /s/ Zun Zhau Li
------------------------- ------------------------
Brian Roberts Zun Zhau Li
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/s/ Karen Dadson /s/ Zhankui Mu
------------------------------ ---------------------------
Karen Dadson Zhankui Mu
/s/ Jun Zhou /s/ Yinghua Gao
------------------------------ ---------------------------
Jun Zhou Yinghua Gao
/s/ Xuexian Xiao /s/ Pei Zhang
------------------------------ ---------------------------
Xuexian Xiao Pei Zhang
/s/ Yuanjian Lin /s/ Xiuzhuang Bian
------------------------------ ---------------------------
Yuanjian Lin Xiuzhuang Bian
/s/ David Tam
---------------------------
David Tam
/s/ Richard Wang
_______________________________________________
Digital Village World Technologies Inc
Authorized Signatory
/s/ Richard Wang
_______________________________________________
Digital Village World Technologies (Canada) Inc.
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Schedule A Material Contract
1. The Initial Profit Sharing Agreement between TAINJIN TEDA YU CHEUNG GROUP
CO LTD and DVC, dated May1st 2000
2. An agreement of co-operation between Tianjin Chuang Xian Digital
Information Development Co Ltd and Tianjin Yu Xun Digital Hi-Tech Co Ltd.
Schedule B Share allotment
NAME CS owned in DVC (1) CS being issued in Registrant
Group A
Tianjin Yu Cheung Group Co 6,000,000 3,500,000
Ltd
Richard Wang 1,000,000 1,000,000
Peng Chen 1,000,000 1,000,000
Brian Roberts 250,000 250,000
Zun Zhao Li 1,000,000 1,000,000
Karen Dadson 1,000,000 1,000,000
Group B
Zhannkui Mu 500,000 500,000
Jun Zhou 20,000 20,000
Yinghua Gao 30,000 30,000
Xuexian Xiao 20,000 20,000
Pei Zhang 30,000 30,000
Yuanjian Lin 20,000 20,000
Xiuzhuang Bian 120,000 120,000
Total shares 11,010,000 8,490,000
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