EX-4.6 17 doc19.txt MEMORANDUM OF UNDERSTANDING BETWEEN MR. NG TUNG WO PAUL AND SHAREHOLDERS OF TUNG SHING DEVELOPMENT LIMITED AND TAGALDER (2000) INCORPORATED This is to confirm that Mr. Ng Tung Wo Paul and shareholders of Tung Shing Development Limited ("Ng") agree to sell and Tagalder (2000) Incorporated ("Tagalder") agrees to purchase 20% of the ownership of Tung Shing Development Ltd. ("TSD") under the following terms and conditions. 1. "TSD" is a Hong Kong registered company: Certificate No: 07178935-000-04-00-7 Address: Flat/RM 1706, Bonham Trade CTR, 50 Bonham Strand, Hong Kong 2. "TSD" is owned by "Ng". 3. "TSD" is in the business of investment, import/export, and general trading in the plywood business. "TSD" confirmed that "TSD" has 51% ownership in Jiangxi Tung Shing Plywood Factory Co., Ltd ("TSPF"). 4. The Price As agreed by both parties, the purchase price of 20% of the ownership is fixed at C$1,113,208. 5. The Management Both parties agree that Tagalder will elect one director to the board and retain the current management of "TSD" until further notice. 6. The Business Both parties agree to further develop and expand the current core business through corporate restructure and acquisition. 7. Payment Both parties agree that Tagalder will issue common shares to pay for the purchase. The share price: C$0.17 Total new shares issued 6,548,280 shares. 8. Options: Tagalder has the option to purchase additional 20% for a total of 40% at the same terms and conditions as the first 20% within six months. 9. Official Approval This agreement is conditional upon the following official approval: Tagalder's Board Regulatory Approval Tagalder's Shareholders 10. Attachment - Last 3-year Audited Financial Statements of Tung Shing Development Ltd. - Certificate of Registration of Tung Shing Development Ltd - Business Executive Summary - Evaluation 11. This Memorandum of Understanding is signed on January 8, 2001 by: Signed by Signed by /s/ Tung Wo Paul Ng /s/ Roger Lam _______________________ _______________________________ MR. NG TUNG WO PAUL TAGALDER (2000) INCORPORATED DATE: JANUARY 8,2001 DATE: JANUARY 8, 2001