ex101.htm


    Exhibit
      10.1


     

    ASSIGNMENT
      AND ASSUMPTION

     

    and

     

    MANAGEMENT
      AGREEMENT

     

     

    This
      Assignment and Assumption and Management Agreement (this “Agreement) is made and
      entered into on June 29, 2007, by and among the following parties (each, a
      “Party” and collectively, the “Parties”): China Software Technology Group Co.,
      Ltd., a Delaware corporation (the “Company”), HXT Holdings, Inc., a Delaware
      corporation (the “Operating Subsidiary”), and Yuan Qing Li (the
“Manager”).

     

    WHEREAS,
      the Company, through certain second and third tier subsidiaries,
      including Shenzhen Hengtaifeng Technology Co., Ltd., a corporation organized
      under the laws of the People's Republic of China ("HTF") is engaged in the
      business of producing, marketing and selling in China highly specialized
      applications software designed for use in targeted industries (the “Business,”
as further described herein); and

     

    WHEREAS,
      HTF operates the Business on leased premises located at located at No.5 Floor
      6,
      Block A, Skyworth Building, Hi-tech Industrial Park, Nanshan District, Shenzhen,
      518057, P.R.China (the “Premises”); and

     

    WHEREAS,
      the Operating Subsidiary is a wholly-owned, first tier subsidiary of the Company
      which holds the equity in the Company’s second and third tier subsidiaries;
      and

     

    WHEREAS,
      the Company desires to transfer to the Operating Subsidiary all other assets
      of
      the Business and to cause the Operating Subsidiary to assume all liabilities
      and
      obligations of the Business accrued as of the time of Closing, as more fully
      described herein; and

     

    WHEREAS,
      on the date of and immediately following the closing of the
      transactions contemplated by this Agreement, the Company intends to consummate
      the closing of a merger pursuant to the terms of the Merger Agreement dated
      June
      29, 2007 (the “Merger Agreement”) by and among the Company, American Wenshen
      Steel Group, Inc. and others; and

     

    WHEREAS,
      as a condition to consummation of the merger pursuant to the Merger Agreement,
      the Manager, who is Chief Executive Officer and a director of the Company,
      must
      resign from his positions in management of the Company; and

     

    WHEREAS,
      the Operating Subsidiary wishes to engage the Manager, and the Manager wishes
      to
      be engaged, to manage and operate the business of the Operating Subsidiary,
      effective at the Time of Closing (defined herein) and upon the terms and
      conditions set forth herein;

     

    NOW,
      THEREFORE, in consideration of the mutual promises made herein, and for
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, the Parties, intending to be legally bound, agree as
      follows:

     

    ARTICLE
      1 : TRANSFER AND ASSIGNMENT OF STOCK AND
      ASSETS

     

    The
      “Business” is operated by HTF, a wholly owned subsidiary of Heng Xing Technology
      Group Development Limited, which is in turn a wholly owned subsidiary of the
      Operating Subsidiary. HTF and Heng Xing Technology Group Development Limited
      are
      sometimes referred to collectively herein as the “HTF Subsidiaries,” and each
      may be referred to individually as an “HTF Subsidiary”. The Business includes
      four products developed by HTF to date, including housing accumulation fund
      software, credit guarantee management software, family planning software and
      property management software. HTF also markets software products produced by
      other companies as a value-added reseller and provides services, such as
      installation, configuration and similar systems integration
      services.

     

     

    


    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

     

    On
      the
      terms and subject to the conditions herein expressed, Company hereby sells,
      conveys, transfers, assigns, sets over and delivers to the Operating Subsidiary
      at the Time of Closing (as defined in Section 4.1), and the Operating Subsidiary
      assumes and accepts (A) all of the shares of capital stock of any entity other
      than the Operating Subsidiary owned by the Company together with (B) all assets,
      rights and interests, tangible and intangible, of every kind, nature and
      description, then owned, possessed or operated by the Company, directly or
      indirectly, wheresoever situate (collectively, the “Assets”), including without
      limitation the following:

     

    1.1Machinery
      and Equipment. All machinery, equipment, computers and computer
      hardware, office furniture and fixtures, and other fixed or tangible
      assets;

     

    1.2Inventories.
      All inventories, including without limitation merchandise, materials, component
      parts, production and office supplies, stationery and other imprinted material,
      promotional materials, and business records;

     

    1.3Licenses
      and Permits. All licenses, permits and authorizations used by the
      Company or any of the HTF Subsidiaries to own and operate all of the Assets
      , to
      conduct the Business and to occupy the Premises for the purpose of conducing
      the
      Business thereon;

     

    1.4Intangible
      Property. All intangible assets used in the operation of the
      Business which are transferable including, but not limited to, the HTF software
      programs described above and all developments, enhancements, versions and
      derivations thereof, customer and supplier lists, privileges, permits, licenses,
      software and software licenses, source codes, development rights, ideas,
      research and information pertaining to the Business and its products,
      certificates, commitments, goodwill, registered and unregistered patents,
      copyrights, trademarks, service marks and trade names, and applications for
      registration thereof and the goodwill associated therewith, including without
      limitation the exclusive right to use the name Shenzhen Hengtaifeng Technology
      or derivations thereof in the Business, the right to receive mail related to
      the
      Business and the Assets which is addressed to the Company or any of the HTF
      Subsidiaries, and the right to telephone numbers used at the Premises in the
      Business;

     

    1.5Cash
      and Accounts Receivable. All accounts receivable, deposit accounts,
      cash and cash equivalents and securities owned by the Company or any of the
      HTF
      Subsidiaries;

     

    1.6Contract
      Rights. All rights and benefits of or in favor of the Company or
      any of the HTF Subsidiaries resulting or arising from any contracts, purchase
      orders, sales orders, forward commitments for goods or services, leases
      (including security deposits held by the landlord pursuant to the lease of
      the
      Premises), franchise or license agreements, beneficial interests in covenants
      not to compete or confidentiality covenants, the rights of the Company or any
      of
      the HTF Subsidiaries related to any other agreements whatsoever which arise
      out
      of the operation of the Business; and

     

    1.7Claims.
      Claims made in lawsuits and other proceedings filed by the Company or any of
      the
      HTF Subsidiaries, judgments and settlements in the Company’s or any HTF
      Subsidiary’s favor, rights to refunds, including rights to and claims for
      refunds of taxes paid based upon or measured by the income of the Business
      prior
      to the Closing, and insurance policies and rights accrued
      thereunder.

     

    ARTICLE
      2 : ASSUMPTION OF LIABILITIES

     

    2.1

     

     

    Scope
      of Liabilities Assumed. The Operating Subsidiary shall assume, pay,
      perform or discharge the following:

     

    
      	 	 
	
              a.

            	
              any
                and all debts, liabilities or obligations of any nature of the Company
                or
                the Operating Subsidiary or any of the HTF Subsidiaries, whether
                contingent or fixed and whether known or unknown, which have accrued
                at
                the Time of Closing.

            


    

    
      	 	 
	
              b.

            	
              any
                and all debts, liabilities or obligations of any nature of the Operating
                Subsidiary or any of the HTF Subsidiaries, whether contingent or
                fixed and
                whether known or unknown, arising from the ownership or operation
                of the
                Assets or the Business or the occupation of the Premises either before
                or
                after the Time of Closing.

            


    

     

    The
      Operating Subsidiary shall promptly provide for payment, performance and
      discharge of the same in accordance with their terms.

     

    ARTICLE
      3 : COLLECTION OF ACCOUNTS RECEIVABLE

     

    3.1Right
      to Collect. Following the closing, Operating
      Subsidiary shall have the right to collect the accounts receivables of the
      Company or any of the HTF Subsidiaries in existence at the Time of Closing
      and
      to settle, compromise, sue for collection, or take any action whatsoever with
      respect to the receivables. Company shall cooperate with Operating Subsidiary
      in
      notifying customers as to any payment instructions or change of address that
      Operating Subsidiary may wish to communicate to the customers. In the event
      Company receives payment of any receivable transferred to the Operating
      Subsidiary, it shall promptly endorse such payment and deliver it over to the
      Operating Subsidiary.

     

    ARTICLE
      4 : THE CLOSING

     

    4.1The
      Closing. The closing of the transactions contemplated in this
      Agreement (“Closing”) shall take place simultaneously with the closing of the
      transactions contemplated under the Merger Agreement. The effective time of
      closing is referred to herein as the “Time of Closing.”

     

    4.2Deliveries
      by Company. At Closing, Company and shall deliver to Operating
      Subsidiary, in addition to all other items specified elsewhere in this
      Agreement, the following:

     

    (a)
      Such instruments of sale, conveyance, transfer, assignment, endorsement,
      direction or authorization as will be required or as may be desirable to vest
      in
      Operating Subsidiary, its successors and assigns, directly or through ownership
      of the HTF Subsidiaries, all right, title and interest in and to the Assets,
      subject to any and all mortgages, pledges, liens, encumbrances, equities,
      charges, conditional sale or other title retention agreements, assessments,
      covenants, restrictions, reservations, commitments, obligations, or other
      burdens or encumbrances of any nature whatsoever that exist at the Time of
      Closing;

     

    (b)
      All of the files, documents, papers, agreements, books of account and records
      pertaining to the Assets and the Business;

     

    (c)
      Actual possession and operating control of the Assets; and

     

    (d)
      To the extent required, the consents of third parties to the assignment and
      transfer of any of the Assets.

     

    4.3Deliveries
      by Subsidiary. At Closing, the Operating Subsidiary shall deliver
      to the Company any instruments, in addition to this Agreement, as the Company
      deems necessary or desirable fully to secure the assumption by the Operating
      Subsidiary, its successors and assigns, of all liabilities and obligations
      of
      the Company, as described Section 2.1 hereof.

     

    
      
         

      

      
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    ARTICLE
      5 : COVENANTS ON AND SUBSEQUENT TO THE CLOSING
      DATE

     

    On
      and
      after the Closing Date, Operating Subsidiary covenants as follows:

     

    5.1Pay
      Creditors. Following the Closing, Operating Subsidiary shall pay
      all payables and other obligations of Company or any of the HTF Subsidiaries
      assumed hereunder by the Operating Subsidiary, as such obligations become due
      in
      the ordinary course of business.

     

    5.2Lawsuits.
      Without limiting the generality of Section 2.1, following the Closing, the
      Operating Subsidiary shall continue the defense of any and all lawsuits or
      other
      claims filed or threatened against the Company or any of the HTF
      Subsidiaries.

     

    5.3Insurance
      Policies. Operating Subsidiary shall name the Company as an
      additional insured on all insurance policies transferred by the Company or
      any
      other insurance policies covering the period prior to the Time of
      Closing.

     

    5.4Right
      to Inspect Records. Operating Subsidiary shall
      permit the Company and its agents to have reasonable access to the books and
      accounts of the Operating Subsidiary and each of the HTF Subsidiaries (at the
      expense of the Company) for the purpose of filing tax returns, preparing filings
      required by the Securities and Exchange Commission, and all other legitimate
      purposes.

     

    5.5Execution
      of Further Documents. Upon the request of either party, the other
      party shall execute, acknowledge and deliver all such further acts, deeds,
      bills
      of sale, assignments, assumptions, undertakings, transfers, conveyances, title
      certificates, powers of attorney and assurances as may be required , in the
      case
      of Operating Subsidiary, to convey and transfer to, and vest in, Operating
      Subsidiary all of Company’s right, title and interest in the Assets, and in the
      case of the Company, to secure the assumption of the Company’s obligations and
      liabilities arising as of the Time of Closing.

     

    ARTICLE
      6:MANAGEMENT AND OPERATION OF SUBSIDIARY

     

    6.1Titles.
      The Operating Subsidiary hereby engages the Manager to manage and operate its
      business. The Manager shall serve as a member of the Board of Directors of
      the
      Operating Subsidiary. In addition, the Manager shall serve as the Chief
      Executive Officer of the Operating Subsidiary

     

    6.2Duties.The
      Manager agrees that he will manage and operate the business of the Operating
      Subsidiary to the best of his abilities and will devote such time and effort
      as
      necessary to fulfill his duties under this Agreement.

     

    6.3Management
      of Subsidiary. The Company agrees that the Manager will have
      exclusive authority over the operations of the Operating Subsidiary, except
      that
      the Company shall be entitled to intervene in the event that a breach of the
      covenants in this Agreement or any conduct by the Manager in the course of
      operating the Operating Subsidiary (or any of the HTF Subsidiaries) threatens
      the Company with material harm or material liability of any kind. (In any such
      event, the Company shall be entitled to remove all of the directors and officers
      of the Operating Subsidiary and to elect a new Board of Directors.) The Manager
      shall maintain such books and records of the operations of the Operating
      Subsidiary as are required by the Rules of the SEC, and shall prepare quarterly
      and annual financial statements promptly so as to permit the Company to file
      periodic reports with the SEC according to SEC Rules

     

    6.4Company’s
      Covenants. The Company shall not cause any funds or assets of the
      Operating Subsidiary to be paid or transferred to the Company, nor shall the
      Company cause the Operating

     

     

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

     

    Subsidiary
      to issue any capital stock of any class or series or any options, warrants
      or
      rights to acquire capital stock of the Operating Subsidiary whether for
      additional consideration or on conversion.

     

    6.5Spin
      Off of Subsidiary. The Manager shall use all reasonable efforts to
      cause a registration statement covering all of the outstanding common stock
      of
      the Operating Subsidiary (the “Registration Statement”) to be filed with the
      Securities and Exchange Commission (“SEC”) and declared effective, so as to
      permit a distribution by the Company to the holders of its common stock of
      the
      common stock of the Operating Subsidiary. Subject to the provisions of the
      Delaware General Corporation Law, the Company agrees that, immediately upon
      the
      declaration of effectiveness of the Registration Statement, it shall declare
      a
      dividend in the form of all of the shares of common stock of the Operating
      Subsidiary, and that such dividend shall be payable to the holders of common
      stock of the Company (and not to holders of any other class of stock of the
      Company).

     

    6.6Expenses
      Associated with Registration and Spin Off. The Operating Subsidiary
      shall be responsible for all expenses and liabilities incurred in connection
      with the declaration of the stock dividend resulting in the spin off of the
      Operating Subsidiary, including, without limitation, fees and expenses of
      counsel and all filing and registration fees incurred in connection with the
      registration of the common stock with the SEC.

     

    6.7Compensation.
      Five days after the Closing Date the Company shall issue to the Manager eight
      million nine hundred ninety two thousand four hundred ninety three (8,992,493)
      shares of its common stock. The issuance shall be in compensation for all of
      the
      undertakings by the Manager herein. The Manager agrees that he will take the
      shares for investment and without a present intention of distributing
      same.

     

    ARTICLE
      7 : INDEMNIFICATION

     

    7.1Indemnification
      by Company. From and after the Closing, the Company shall indemnify
      and save Operating Subsidiary, its officers and directors, and their respective
      successors, assigns, heirs and legal representatives (“Subsidiary Indemnitees”)
      harmless from and against any and all losses, claims, damages, liabilities,
      costs, expenses or deficiencies including, without limitation, actual attorneys’
fees and other costs and expenses incident to proceedings or investigations
      or
      the defense or settlement of any claim incurred by or asserted against any
      Subsidiary Indemnitee due to or resulting from a violation or default by Company
      with respect to any of Company’s covenants, obligations or agreements hereunder
      or any losses or expenses incurred in connection with, or payments by Subsidiary
      of, any debts, obligations or liabilities of Company arising after the Time
      of
      Closing.

     

     

    7.2Indemnification
      by Operating Subsidiary. From and after the Closing, the Operating
      Subsidiary shall indemnify and save Company, its officers and directors, and
      their respective successors, assigns, heirs and legal representatives (“Company
      Indemnitees”) harmless from and against any and all losses, claims, damages,
      liabilities, costs, expenses or deficiencies including, without limitation,
      actual attorneys’ fees and other costs and expenses incident to proceedings or
      investigations or the defense or settlement of any claim, incurred by or
      asserted against any Company Indemnitee due to or resulting from a violation
      or
      default by Operating Subsidiary with respect to any of Operating Subsidiary’s
      covenants, obligations or agreements hereunder and any losses or expenses
      incurred in connection with, or payments by Company of the debts, liabilities
      and obligations assumed by the Operating Subsidiary hereunder or the debts,
      liabilities and obligations of, the Operating Subsidiary arising after the
      Time
      of Closing.

     

    7.3Indemnification
      Procedures.

     

    (a)
      The party seeking indemnification (“Indemnified Party”) shall give the
      indemnifying party (“Indemnifying Party”) notice (a “Claim Notice”) of its
      indemnification claim which notice shall (i) be in writing, (ii) include the
      basis for the indemnification, and (iii) include the amount Indemnified Party
      believes is the amount to be indemnified, if reasonably possible.

     

    (b)
      Indemnifying Party shall be deemed to accept Indemnified Party’s claim unless,
      within twenty (20) business days after receipt of any Claim Notice, Indemnifying
      Party delivers to Indemnified Party notice of non-acceptance of the
      indemnification claim, which must (a) be in writing and (b) include the basis
      for the disagreement.

     

    (c)
      The parties shall attempt in good faith to resolve any issues concerning
      liability and the amount of such claim and any issues which they cannot resolve
      within thirty (30) days after delivery of the notice of non-acceptance pursuant
      to Section 7.3(b) shall be settled by arbitration in accordance with the Rules
      of Expedited Commercial Arbitration of the American Arbitration Association,
      by
      a sole arbitrator located in New York, NY or such other location as the parties
      shall agree, whose determination shall be final and binding on the parties
      hereto. The arbitration shall be governed by the United States Arbitration
      Act,
      9 U.S.C. §§ 1-16, and judgment upon the award rendered by the arbitrator may be
      entered in any court having jurisdiction thereof. The arbitrator shall have
      the
      authority to award legal fees, arbitration costs and other expenses, in whole
      or
      in part, to the prevailing party.

     

    
      
         

      

      
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    ARTICLE
      8: MISCELLANEOUS

     

    8.1Benefit.
      This Agreement shall be binding upon, and inure to the benefit of, the Parties
      hereto and their respective successors, assignees, heirs and legal
      representatives.

     

    8.2Governing
      Law. This Agreement shall be governed by and construed in
      accordance with the laws of the State of Delaware.

     

    8.3Amendment,
      Modification and Waiver. Any Party hereto may waive in writing any
      term or condition contained in this Agreement and intended to be for its
      benefit; provided, however, that no waiver by any Party, whether by conduct
      or
      otherwise, in any one or more instances, shall be deemed or construed as a
      further or continuing waiver of any such term or condition. Each amendment,
      modification, supplement or waiver shall be in writing and signed by the Party
      or Parties to be charged.

     

    8.4Entire
      Agreement. This Agreement and the exhibits, schedules and other
      documents expressly provided hereunder or delivered herewith represent the
      entire understanding of the parties.

     

    8.5No
      Third Party Beneficiaries. Except as expressly provided by this
      Agreement, nothing herein is intended to confer upon any person or entity not
      a
      Party to this Agreement any rights or remedies under or by reason of this
      Agreement.

     

    8.6Notices.
      All notices and other communications under this Agreement shall be
      in
      writing and shall be deemed to have been duly given or made as
      follows:

     

    (a)
      If
      sent by reputable overnight air courier (such as Federal Express), 2 business
      days after being sent;

     

    (b)
      If
      sent by facsimile transmission, with a copy mailed on the same day in the manner
      provided in clause (a) above, when transmitted and receipt is confirmed by
      the
      fax machine; or

     

    (c) 
      If
      otherwise actually personally delivered, when delivered.

     

     

    All
      notices and other communications under this Agreement shall be sent or delivered
      as follows:

     

    If
      to the
      Company, to:

     

    China
      Software Technology Group Co., Ltd.

    c/o
      American Union Securities, Inc.

    Attn.:
      Peter D. Zhou

    100
      Wall
      Street, 15th
      Floor

    New
      York,
      NY 10005

    Telephone:
      212-232-0120 X 228

    Facsimile:
      212-785-5867

     

    with
      a
      copy to (which shall not constitute notice):

     

    Robert
      Brantl, Esq.

    52
      Mulligan Lane

    Irvington,
      NY 10533

    Telephone:
      914-693-3026

    Facsimile:
      914-693-1807

     

    If
      to
      Operating Subsidiary, to:

     

    Mr.
      Yuan
      Qing Li

    Chairman
      and CEO

    HXT
      Holdings, Inc.

    Skyworth
      Building, No. 5, Floor 6, Block A

    Hi-Tech
      Industrial Park, Nanshan District

    Shenzhen,
      P.R. China 518057

    Telephone:
      380-228-7356

    Facsimile:
      755-8282-1141

     

    with
      a
      copy to (which shall not constitute notice):

     

    Darren
      Ofsink, Esq.

    600
      Madison Avenue, 14th Floor

    New
      York,
      NY 10022

    Telephone:
      212-371-8008

    Facsimile:
      212-688-7273

     

    Each
      Party may change its address by written notice in accordance with this
      Section.

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
      on
      June 29, 2007.

     

     

    China
      Software Technology Group Co., Ltd.

     

    By:
      /s/
      Yuan Qing Li

    
      
        

      

    

    Yuan
      Qing
      Li, Chief Executive Officer

     

     

    HXT
      Holdings, Inc.

     

     

    By:
      /s/
      Yuan Qing Li

    
      
 Yuan
      Qing
      Li, Chief Executive Officer

     

     

    MANAGER:

     

     

    /s/
      Yuan
      Qing Li

    
      
 Yuan
      Qing
      Li, individually

     

     

    


    
      
         

      

      
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