Score One Inc: Exhibit 10.1 - Prepared by TNT Filings Inc.



  





  Form 8-K. Exhibit 10.1


SHARE PURCHASE AGREEMENT


This SHARE PURCHASE AGREEMENT (this "Agreement")
is made and entered into this November 12, 2007, by and between Zhenping Wang,
Bin Yang, Hoi-ho Kiu and Xiaogang Tang ("Purchasers")
and Team Allied Profits, Ltd. ("Seller").
The definitive entry date for this Agreement is the actual Closing Date as set
forth in Section 1 of this Agreement. The terms of the final and definitive
agreement might vary from the terms of this Agreement, depending on the result
of the due diligence investigation by Purchasers. The parties, intending to be
legally bound, hereby agree as follows: 


RECITALS:


WHEREAS, the Seller is the owner of
30,000,000 shares (the "SREA
Shares")
of ownership interest of Score One, Inc., a Nevada Corporation (the "SREA");


WHEREAS, the Purchasers are natural
persons and citizens of the People's Republic of China; 

WHEREAS,
the Seller has determined
that it is in his best interest to sell and assign, subject to the terms and
conditions set forth herein, all of his SREA Shares to the Purchasers; and 

WHEREAS, the Purchasers have
determined that it is in their best interests to purchase and acquire all the
SREA shares owned by the Seller, 


AGREEMENT:


NOW, THEREFORE, in consideration of the premises and
the agreements set forth herein, the Seller and the Purchasers agree as follows:



ARTICLE I 

SHARE PURCHASE 


Section 1.01. 

The Share
Purchase. Subject to the terms and conditions of this Agreement, the Seller
agrees to assign, transfer and deliver to the Purchasers, at the Closing,
30,000,000 SREA shares owned by him, at the price of $ 0.012 per share
("Purchase Price"). The amount of SREA shares that each of Purchasers will
receive will be illustrated in Schedule A attached herein. 

Section 1.02. 

Execution and
Closing. The 
Share Purchase shall take place at
such other time and place as the Seller and the Purchasers mutually agree upon,
orally or in writing (which time and place is designated as the "Closing").
The Seller shall deliver to the Purchasers either (i) a certificate or
certificates representing the SREA Shares or (ii) instruments of assignment or
transfer that shall, in the reasonable opinion of the Purchasers be necessary to
transfer the SREA Shares to each of the Purchasers. 


ARTICLE II 

REPRESENTATIONS AND WARRANTIES 


Section 2.01. 

Representations and Warranties of
the Purchasers. Each of the Purchasers, on a joint and several basis, represents
and warrants to the Seller as follows: 

(a) 

The Purchasers have all power and
authority to execute, deliver and perform this Agreement. 




(b) 

This Agreement is
the valid and binding obligation of each of the Purchasers, enforceable against
each of the Purchasers in accordance with its terms. 

(c) 

The SREA Shares
will be acquired for investment for the account of each of the Purchasers, and
not as a nominee or agent, and not with a view to the distribution or public
offering thereof. In connection therewith, each of the Purchasers confirms that
he or she is neither a U.S Person, as such term is defined in Rule 902(k) of
Regulation S, nor located within the United States, and that the transaction
will be between non-U.S. Persons, and take place outside of the United States.


(d) 

None of the
Purchasers have been contacted concerning the acquired SREA Shares or the
matters set forth in this Agreement by means of any advertisement or other
general solicitation. 

(e) 

Each of the
Purchasers understands that (i) the acquired SREA Shares have not been
registered under either the Securities Act of 1933, as amended (the "Securities
Act") or the securities
laws of any state by reason of specific exemptions therefrom and that such
securities may be resold in the United States without registration under the
Securities Act only in certain limited circumstances. 

(f) 

The Purchasers
have access to information relating to Score One, Inc. as the Purchasers deem
necessary to make an informed investment decision in connection with the
acquired SREA Shares, and except as provided in Section 2.02 below, the Seller
is making no representations and warranties concerning the acquired SREA Shares
or the business of Score One, Inc. 

(g) 

Each of the
Purchasers understands that Regulation S promulgated under the Securities Act,
is available only for offers and sales of securities outside the United States,
and will comply with Regulation S, specifically complying with the restrictions
on re-sale of the securities of Rules 903 (a) and (b)(3) of Regulation S. 

(h) 

Legends. The
Purchasers acknowledge that the SREA Shares they acquired will bear the
following restrictive legend: 

THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES. THE HOLDER HEREOF, BY PURCHASING THE SECURITIES, ACKNOWLEDGES
THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY: (A) TO
THE COMPANY, (B) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN
COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH
APPLICABLE LOCAL OR STATE LAWS AND REGULATIONS, (C) INSIDE THE UNITED STATES
PURSUANT TO (I) RULE 144A UNDER THE SECURITIES ACT TO A PERSON WHO THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER THAT IS PURCHASING FOR
ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ONE OR MORE QUALIFIED INSTITUTIONAL BUYERS
TO WHOM WRITTEN NOTICE IS GIVEN THAT THE OFFER, SALE OR TRANSFER IS BEING MADE
IN RELIANCE ON RULE 144A OR (II) THE EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND ANY APPLICABLE
STATE SECURITIES LAWS OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION
UNDER THE SECURITIES ACT OR ANY APPLICABLE UNITED STATES FEDERAL OR STATE
SECURITIES LAWS, AFTER PROVIDING AN OPINION OF COUNSEL OF RECOGNIZED STANDING
REASONABLY SATISFACTORY TO THE COMPANY TO THAT EFFECT. 




(i) 

Each of the
Purchasers acknowledge that it is aware of its respective obligations under the
Securities Exchange Act of 1934 (the "1934 Act"), including, but not limited to
those filing obligations that are triggered as a result of the consummation of
the sale of the Sale Shares pursuant to Sections 13 and 16 of the 1934 Act,
together with filings required to be made by the Company, under the control of
the Purchasers, after the consummation of the sale of the Sale Shares. 

Section 2.02. 

Representations and Warranties of
the Seller. The Seller represents and warrants to the Purchasers as follows: 

(a) 

The Seller has all power and
authority to execute, deliver and perform this Agreement. 

(b) 

This Agreement is the valid and
binding obligation of the Seller, enforceable against the Sellers in accordance
with its terms. 

(c) 

The Seller is the
record and beneficial owners of the SREA Shares acquired by Purchasers and the
SREA Shares exchanged pursuant to this agreement have not been assigned,
pledged, sold, transferred or otherwise conveyed. 

(d) 

Except as disclosed in SREA's SEC
Documents filed by it with the SEC, there is no action, suit, proceeding,
inquiry or investigation before or by any court, public board, government
agency, or self-regulatory organization or body pending or, to SREA's knowledge,
threatened against or affecting SREA or any of its directors or officers in
their capacities as such which could reasonably be expected to have a Material
Adverse Effect. There are no facts known to SREA which, if known by a potential
claimant or governmental authority, could reasonably be expected to give rise to
a claim or proceeding which, if asserted or conducted with results unfavorable
to SREA could reasonably be expected to have a material adverse effect. SREA is
not in bankruptcy and has not filed for bankruptcy. 


ARTICLE III 

MISCELLANEOUS 


Section 3.01. 

Governing Law;
Successors and Assigns. This Agreement shall be governed and construed in
accordance with the law of the State of Nevada and applicable federal law and
shall be binding upon the heirs, personal representatives, executors,
administrators, successors and assigns of the parties 

Section 3.02. 

Entire Agreement.
This Agreement constitutes the entire agreement of the parties with respect to
the subject matter hereof and supersedes and replaces any prior agreement or
understanding between the Purchasers and the Seller with respect to the transfer
of the Sale Shares between the Seller and the Purchasers. 

Section 3.03. 

Headings. The
headings of the Sections of this Agreement are for convenience and shall not by
themselves determine the interpretation of this Agreement. 

Section 3.04. 

Counterparts.
This Agreement may be executed in any number of counterpart copies, all of which
copies shall constitute one and the same instrument. 


 

 


THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK 




SIGNATURE PAGE FOLLOWS 

IN WITNESS WHEREOF, the parties hereto have signed
this Share Purchase Agreement as of the date first above written. 


  
  	
       



  


Signature Page for Seller SELLER 


 


SELLER 

By 

	
    
      /s/

    	 
	
    Hoi-ho Kiu,	 
	as
    the representative with power-of-attorney of	 
	
    Team Allied Profits, Ltd.	 



  
  	
      

 


  


Signature Page for Purchasers 

PURCHASER 

By 

	
    
      /s/ Zhenping Wang

    
	Zhenping Wang


	 
	
    
    /s/Bin Yang

	
    
    Bin Yang

	 
	
    /s/Xiaogang Tang
	
    Xiaogang Tang
	 
	
    /s/Hoi-ho Kiu
	
    Hoi-ho Kiu


 




 



  
  	
      Schedule A
			
	
      Seller		SREA
      Shares
	
      Team Allied Profits, Ltd.		
      30,000,000
	 	 	 
	
      Purchasers	 	SREA
      Shares Acquired
	
      Zhenping Wang	 	
      10,500,000
	
      Bin Yang	 	
      13,000,000
	
      Hoi-ho Kiu	 	
      6,000,000
	
      Xiaogang Tang	 	500,000