Acquisition of the Target Company. On the Closing Date, and subject to and upon the terms and conditions of this Agreement, each Shareholder shall sell, transfer, convey, assign and deliver to Holdco, and Holdco shall purchase, acquire and accept from each Shareholder all of the Target Company Ordinary Shares and/or Target Company Preference Shares, in each case free and clear of all Liens (other than any restrictions on resale under applicable Securities Laws) and with the full ownership of, and title to, such Target Company Ordinary Shares and Target Company Preference Shares to vest in and be held exclusively by Holdco (the “Share Transfer”).
Acquisition of the Target Company. In accordance with the Company Law and other relevant laws and regulations of the PRC, the Seller shall transfer 51% of the equity interest it holds in the Target Company (corresponding to the registered capital of RMB2.55 million, which has not been paid) (the “Target Shares”) to JYD on the effective date of this Agreement (the “Share Acquisition”), and the Share Acquisition shall be deemed to have been closed as of the effective date of this Agreement. Upon the closing of Share Acquisition, JYD will become the shareholder of the Target Company and have the rights set forth in this Agreement and the Articles (including but not limited to receiving dividends from the Target Company in proportion to its shareholding). The parties agree to execute the Articles of the Target Company and other ancillary agreements, resolutions and other documents necessary to be executed for the purpose of completing the Share Acquisition in accordance with this Agreement, within five (5) business days after the execution of this Agreement or other period agreed by XXX, and submit application documents for registration procedure relating to the Share Acquisition to the competent SAMR within ten (10) business days or other period agreed by JYD, which documents shall specify the nomination and appointment of the candidates for directors, general manager, supervisor and other positions by the Shareholders of the Target Company in accordance with this Agreement. Matters not covered by this Agreement shall be governed by and in accordance with the Articles. For any conflict or discrepancy between the provisions of the Articles and this Agreement or for any matters not specified in the Articles, this Agreement shall prevail. After completion of the registration procedure of the Share Acquisition with the SAMR, the Board of Directors shall engage Xxx Xxxxxx as the general manager of the Target Company for a term of three years to carry out the business, and Xxx Xxxxxx will concurrently serve as both a director and the general manager. Xxx Xxxxxx shall enjoy the standard remuneration corresponding to the position of general manager, with monthly after-tax salary not less than RMB***, and business commission at a rate not less than ***% of the gross profit of the business, with the specific terms and conditions subject to the labor contract entered into between Xxx Xxxxxx and the Target Company as well as the Target Company’s incentive policy and any other relevant documents.
Acquisition of the Target Company. In accordance with the Company Law and other relevant laws and regulations of the PRC, the Seller shall transfer 51% of the equity interest it holds in the Target Company (corresponding to the registered capital of RMB5.1 million) (the “Target Shares”) to JYD on the effective date of this Agreement (the “Share Acquisition”), and the Share Acquisition shall be deemed to have been closed as of the effective date of this Agreement. Upon the closing of Share Acquisition, JYD will become the shareholder of the Target Company and have the rights set forth in this Agreement and the Articles (including but not limited to receiving dividends from the Target Company in proportion to its shareholding). The parties agree to execute the Articles of the Target Company and other ancillary agreements, resolutions and other documents necessary to be executed for the purpose of completing the Share Acquisition in accordance with this Agreement, within five (5) business days after the execution of this Agreement or other period agreed by XXX, and submit application documents for registration procedure relating to the Share Acquisition to the competent SAMR within ten (10) business days or other period agreed by JYD, which documents shall specify that the Seller will resign from the positions of legal representative, executive director, and manager of the Target Company and the Shareholders will nominate and appoint the candidates for such positions in accordance with this Agreement. Matters not covered by this Agreement shall be governed by and in accordance with the Articles. For any conflict or discrepancy between the provisions of the Articles and this Agreement or for any matters not specified in the Articles, this Agreement shall prevail.
Acquisition of the Target Company. On 21 October 2024 (after trading hours), the Company and COFCO Industry Investment entered into the Acquisition Agreement, pursuant to which COFCO Industry Investment agreed to sell and the Company agreed to acquire 100% equity interest in COFCO Jiahua (being the Target Company). Further details of the Acquisition are set out below. COFCO Jiahua is a company established in the PRC in January 2018 with limited liability and an indirect wholly-owned subsidiary of COFCO. COFCO Jiahua is principally engaged in investment holding and holds 100% equity interest in COFCO Feed. COFCO Feed is committed to providing customers with comprehensive animal nutrition solutions. Its core business covers research and development, production, sales and supporting technical services of feed products such as pig feed, ruminant feed, poultry feed, aquatic feed and premix, and has developed into a national animal nutrition solution provider.
