AGREEMENT FOR SHARE
EXCHANGE
This AGREEMENT FOR SHARE EXCHANGE (this
“Agreement”) is entered into on May 1, 2010, by and
between Asian Trends Media Holdings, Inc., a Nevada corporation
(“ATDH”), and Global Mania Empire Management Ltd., a
Hong Kong company (“Global”) and the owners and
shareholders of Global (the “Shareholder”).
RECITALS
ATDH desires to complete a share exchange transaction
pursuant to which ATDH shall acquire all of the equity ownership of
Global in exchange for a certain number of shares of the voting
stock of ATDH as set forth below; and
The Board of Directors of ATDH and the Board of
Directors of Global have each approved the proposed transaction,
contingent upon satisfaction prior to closing of all of the terms
and conditions of this Agreement; and
THE PARTIES desire to make certain
representations, warranties and agreements in connection with
completion of the proposed share exchange transaction.
NOW, THEREFORE, in consideration of the
foregoing recitals, which shall be considered an integral part of
this Agreement, and the covenants, conditions, representations and
warranties hereinafter set forth, the parties hereby agree as
follows:
ARTICLE I
THE EXCHANGE
1.1
The Exchange . At the Closing (as hereinafter
defined), ATDH shall acquire 100% ownership of
Global. Consideration to be paid by ATDH shall be
newly-issued shares of its common stock (the “Exchange
Shares”) in exchange for 100% ownership of Global. The
amount of Exchange Shares issued to Global as part of this
transaction will be determined according to the formula set forth
on Exhibit A attached hereto. The Exchange shall take place upon
the terms and conditions provided for in this Agreement and in
accordance with applicable law. Immediately prior to the
Exchange, ATDH shall have a total of approximately 81,912,000
shares of its common stock issued and outstanding, and the Exchange
Shares shall be issued in addition to the existing amount. For
Federal income tax purposes, it is intended that the Exchange shall
constitute a tax-free reorganization within the meaning of Section
368(a)(1)(B) of the Internal Revenue Code of 1986, as amended (the
“Code”).
1.2
Wholly-Owned Subsidiary. From an organizational
standpoint, Global will function as a wholly-owned subsidiary of
ATDH.
1.3 Closing and
Effective Time . Subject to the provisions of this
Agreement, the parties shall hold a closing (the "Closing") on (i)
the first business day on which the last of the conditions set
forth in Article V to be fulfilled prior to the Closing is
fulfilled or
waived or (ii) at such time and place as
the parties hereto may agree. Such date shall be the date of
Exchange (the "Effective Time").
ARTICLE II
REPRESENTATIONS AND
WARRANTIES
2.1
Representations and Warranties of ATDH . ATDH
represents and warrants to Global as follows:
(a)
Organization, Standing and Power . ATDH is a
corporation duly organized, validly existing and in good standing
under the laws of the State of Nevada, has all requisite power and
authority to own, lease and operate its properties and to carry on
its business as now being conducted, and is duly qualified and in
good standing to do business in each jurisdiction in which the
nature of its business or the ownership or leasing of its
properties makes such qualification necessary.
(b)
Capital Structure. As of the date of execution
of this Agreement, the authorized capital stock of ATDH consists of
200,000,000 shares of Common Stock with a par value of $0.001 per
share and 25,000,000 shares of Preferred Stock with a par value of
$0.001 per share . The Exchange Shares to be issued pursuant
to this Agreement shall be, when issued pursuant to the terms of
the resolution of the Board of Directors of ATDH approving such
issuance, validly issued, fully paid and nonassessable and not
subject to preemptive rights. ATDH has no other options,
warrants, calls, agreements or other rights to purchase or
otherwise acquire from ATDH at any time, or upon the happening of
any stated event, any shares of the capital stock of ATDH whether
or not presently issued or outstanding.
(c)
Certificate of Incorporation, Bylaws, and Minute
Books . The copies of the Articles of Incorporation and of
the Bylaws of ATDH which have been delivered to Global are true,
correct and complete copies thereof. The minute book of ATDH, which
has been made available for inspection, contains accurate minutes
of all meetings and accurate consents in lieu of meetings of the
Board of Directors (and any committee thereof) and of the
Shareholder of ATDH since the date of incorporation and accurately
reflects all transactions referred to in such minutes and consents
in lieu of meetings.
(d)
Authority . ATDH has all requisite power and
authority to enter into this Agreement and to consummate the
transactions contemplated hereby. The execution and delivery of
this Agreement and the consummation of the transactions
contemplated hereby have been duly authorized by the Board of
Directors of ATDH. No other corporate or shareholder proceedings on
the part of ATDH are necessary to authorize the Exchange, or the
other transactions contemplated hereby.
(e)
Conflict with Other Agreements; Approvals . The
execution and delivery of this Agreement does not, and the
consummation of the transactions contemplated hereby will not
result in any violation of, or default (with or without notice or
lapse of time, or both) under, or give rise to a right of
termination, cancellation or acceleration of any
obligation
or the loss of a material benefit under,
or the creation of a lien, pledge, security interest or other
encumbrance on assets (any such conflict, violation, default, right
of termination, cancellation or acceleration, loss or creation, a
"violation") pursuant to any provision of the Articles of
Incorporation or Bylaws or any organizational document of ATDH or,
result in any violation of any loan or credit agreement, note,
mortgage, indenture, lease, benefit plan or other agreement,
obligation, instrument, permit, concession, franchise, license,
judgment, order, decree, statute, law, ordinance, rule or
regulation applicable to ATDH which violation would have a material
adverse effect on ATDH taken as a whole. No consent, approval,
order or authorization of, or registration, declaration or filing
with, any court, administrative agency or commission or other
governmental authority or instrumentality, domestic or foreign (a
"Governmental Entity") is required by or with respect to ATDH in
connection with the execution and delivery of this Agreement by
ATDH or the consummation by ATDH of the transactions contemplated
hereby.
(f) Books
and Records . ATDH has made and will make available for
inspection by Global upon reasonable request all the books of ATDH
relating to the business of ATDH. Such books of ATDH have been
maintained in the ordinary course of business. All documents
furnished or caused to be furnished to Global by ATDH are true and
correct copies, and there are no amendments or modifications
thereto except as set forth in such documents.
(g) Compliance
with Laws . ATDH is and has been in compliance in all
material respects with all laws, regulations, rules, orders,
judgments, decrees and other requirements and policies imposed by
any Governmental Entity applicable to it, its properties or the
operation of its businesses.
(h)
Dilutive Securities. ATDH has no dilutive
securities of any kind, including but not limited to warrants,
options or employee stock options outstanding.
(i)
Litigation . There is no suit, action or proceeding
pending, or, to the knowledge of ATDH, threatened against or
affecting ATDH which is reasonably likely to have a material
adverse effect on ATDH, nor is there any judgment, decree,
injunction, rule or order of any Governmental Entity or arbitrator
outstanding against ATDH having, or which, insofar as reasonably
can be foreseen, in the future could have, any such
effect.
(j) Tax
Returns . ATDH has duly filed or will file prior to Closing
any tax reports and returns required to be filed by it and has
fully paid all taxes and other charges claimed to be due from it by
any federal, state or local taxing authorities. There are not now
any pending questions relating to or claims asserted for, taxes or
assessments asserted upon ATDH.
2.2
Representations and Warranties of Global . Global
represents and warrants to ATDH as follows:
(a)
Organization, Standing and Power . Global is a
corporation duly organized, validly existing and in good standing
under the laws of Hong Kong. The company has all
requisite power and authority to own,
lease and operate its properties and to carry on its business as
now being conducted, and is duly qualified and in good standing to
do business in each jurisdiction in which the nature of its
business or the ownership or leasing of its properties makes such
qualification necessary except for any such failure, which when
taken together with all other failures, is not likely to have a
material adverse effect on the business of the relevant Acquirer
taken as a whole. For purpose of this Section 2.2, “material
adverse effect” shall mean, with respect to each Acquirer,
the result of one or more events, charges or effects which,
individually or in the aggregate, would have a material adverse
effect or impact on the business, assets, results of operations,
intellectual property rights, prospects or financial condition of
such party, taken as a whole, or is reasonably likely to delay or
prevent the consummation of the transactions contemplated hereby.
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(b) Capital
Structure . There are no options, warrants, calls,
agreements or other rights to purchase or otherwise acquire from
Global at any time, or upon the happening of any stated event, any
share of the capital stock of Global.
(c)
Certificate of Incorporation, Bylaws and Minute Books
. Copies of the Certificate of Incorporation and of the other
corporate documents of Global which will be delivered to ATDH are
true, correct and complete copies thereof. The minute books of
Global which will be made available for inspection contain accurate
minutes of all meetings and accurate consents in lieu of meetings
of the Board of Directors (and any committee thereof) and of the
shareholders of Global since the date of incorporation and
accurately reflect all transactions referred to in such minutes and
consents in lieu of meetings.
(d)
Authority . Global has all requisite power to enter
into this Agreement and, subject to approval of the proposed
transaction by its shareholders, has the requisite power and
authority to consummate the transactions contemplated hereby.
Except as specified herein, no other corporate or shareholder
proceedings on the part of Global are necessary to authorize the
Exchange and the other transactions contemplated hereby.
(e)
Conflict with Agreements; Approvals . The execution
and delivery of this Agreement does not, and the consummation of
the transactions contemplated hereby will not, conflict with, or
result in any violation of any provision of the Certificate of
Incorporation or Bylaws of Global or of any loan or credit
agreement, note, mortgage, indenture, lease, benefit plan or other
agreement, obligation, instrument, permit, concession, franchise,
license, judgment, order, decree, statute, law, ordinance, rule or
regulation applicable to Global or its properties or assets except
for any such conflict or violation, which when taken together with
all other conflict or violation, is not likely to have a material
adverse effect on the business of the relevant Acquirer taken as a
whole. No consent, approval, order or authorization of, or
registration, declaration or filing with, any Governmental Entity
is required by or with respect to Global in connection with the
execution and delivery of this Agreement by Global, or the
consummation by Global of the transactions contemplated
hereby.
(f) Books
and Records . Global has made and will make available for
inspection by ATDH upon reasonable request all the books of
account, relating to the business of Global. Such books of account
have been maintained in the ordinary course of business. All
documents furnished or caused to be furnished to ATDH by Global are
true and correct copies, and there are no amendments or
modifications thereto except as set forth in such
documents.
(g)
Compliance with Laws . Global is and has been in
compliance in all material respects with all laws, regulations,
rules, orders, judgments, decrees and other requirements and
policies imposed by any Governmental Entity applicable to it, its
properties or the operation of its businesses.
(h)
Liabilities and Obligations . Global has no material
liabilities or obligations (absolute, accrued, contingent or
otherwise) except (i) liabilities that are reflected and reserved
against on the Global financial statements delivered to ATDH that
have not been paid or discharged since the date thereof and (ii)
liabilities incurred since the date of such financial statements in
the ordinary course of business consistent with past practice and
in accordance with this Agreement.
(i)
Litigation . There is no suit, action or proceeding
pending, or, to the knowledge of Global threatened against or
affecting Global, which is reasonably likely to have a material
adverse effect on Global, nor is there any judgment, decree,
injunction, rule or order of any Governmental Entity or arbitrator
outstanding against Global having, or which, insofar as reasonably
can be foreseen, in the future could have, any such
effect.
(j)
Taxes . Global has filed or will file within the time
prescribed
