Equity Transfer Agreement
This
Agreement is entered by and between the Transferors and Transferee
in Tianjin on the day of January 5, 2010.
Transferors:
Flying
Dragon Investment Management Limited （hereinafter
referred to as "FDIM"）
Flying
Dragon Resource Development Limited （hereinafter
referred to as "FDRD"）
FDIM and
FDRD shall hereinafter be referred to individually as a "Transferor" and
collectively as the "Transferors".
Transferee：
Willsky
Development Ltd.
(The
Transferors and the Transferee shall hereinafter be referred to individually as
a "Party" and collectively as the "Parties".)
Target Company：
Fuzhou
Flying Dragon Zhongran Gas Inc. (hereinafter referred to as “Fuzhou Zhongran”),
a limited company established and existing under the laws of China, with its
registered address at Xiayang Village, Dengjia Country, Dongxiang County,
Jiangxi Province, with its legal representative of Xxxx Xxxxxxxx.
Whereas:
The
shareholders of Fuzhou Zhongran are FDRD holding 93.33% equity and FDIM holding
6.67% equity.
The
Transferee agrees to purchase all equity of Target Company from the
Transferors.
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Pursuant
to the Company Law of the
People's Republic of China and Contract Law of the People's
Republic of China and other applicable laws and regulations the
Transferors and the Transferee, after friendly consultations, conclude this
Agreement regarding the equity transfer as follows:
1、Transferred
Equity
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1.1
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Transferors
jointly and severally agree to sell all equity of Target Company held by
all the Transferors (hereinafter referred to as "Transferred Equity") to
the Transferee.
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1.2
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Transferee
agrees to purchase all equity of Target Company from all the
Transferors.
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1.3
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After
the transfer of equity the Transferee shall have the shareholder's rights,
and undertake obligations and responsibilities of shareholder in
accordance with applicable China laws and the provisions of the Articles
of Association of Target Company.
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2、Precondition of
the transfer of equity
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2.1
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The Parties
agree that the following conditions shall be satisfied prior to the
transfer of equity by the Transferors, the purchasing equity by the
Transferee and performance of the transferred equity delivery by the
Parties:
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（1）All necessary
permissions, instructions, consents, licenses, approval or authorization,
related to the legality, validity or enforceability of the selling of the
transferred equity, purchasing the transferred equity, issued by the relevant
government authorities, departments or other organizations have been obtained or
made;
（2）All the
necessary procedures, formalities and procedures related to the transferring and
purchasing the transferred equity have been completed or performed.
（3）The transfer of
equity shall not results in the deprivation of operating right of Urban Gas
Pipeline Project of Target Company.
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2.2
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The
Transferee may, at any time by writing to waive any of the above
preconditions, and such waiver may be based on the terms and conditions
which the Transferee determines.
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2.3
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The
Parties agree that except otherwise agreed in this Agreement, the
Transferee shall be entitled to terminate this Agreement unilaterally
without any liability of breach of Agreement if some or all of the
preconditions are still unable to be satisfied before the completion of
transferred equity. If the Transferee suffers from losses hereby, the
Transferors shall compensation such losses to the
Transferee.
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3、Transfer price
and Time of payment
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3.1
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The
Parties agree that the Transferee will let account firm, law firm and the
engineering designing institute to make due diligence investigation in the
site of Transferors and provide relevant reports to the Transferee after
investigation. The Transferors agrees to make great effort to cooperate
with such third parties.
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3.2
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The Parties
agree that the transfer price of 100% equity of Target Company shall be
RMB 26,000,000
(hereinafter referred to as "Consideration") and paid in RMB in China or
equivalent US dollar overseas by the means of installments. Aforesaid
Consideration is on the basis of assets situation of the Target Company on
September 30, 2009 (day of assets appraisal) and will be adjusted in
accordance with the change of assets and liabilities of Target Company
from the day of assets appraisal to the delivery
day.
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3.3
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Payment
Schedule
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The
Parties agree that the Consideration shall be paid according to the following
Payment Schedule upon the approval of this Equity Transfer by the board of
directors of the Transferee:
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3.3.1
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The
amount of the first installment is 27% of the
Consideration, namely Renminbi 7 million Yuan. The Transferee shall make
the first installment payment to the Transferors within 5 working days
after the satisfaction of following
conditions.
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(1)The
Target Company has carried out necessary internal decision making procedure
according to its Articles of Association and relevant laws and regulations,
including but not limited to obtaining resolutions of Broad of Directors and
Shareholder's Meeting for approving equity transfer;
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(2)
Obtaining writing certificate from local AIC or Foreign Trade and Economic
Authority for the approval of delay contribution of registered capital of the
Target Company.
The
Transferors shall submit original documents after obtaining abovementioned
documents or satisfaction of above conditions. The day when receiving all above
mentioned documents shall be the day of satisfaction of conditions. Above
conditions shall be satisfied or completed before January 20, 2010, otherwise
the Transferee is entitled to terminate this Agreement and the Transferors shall
pay the Transferee RMB 500,000 Yuan as penalty. The Transferors shall assume
such default liabilities jointly and severally.
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3.3.2
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The
Parties agree that, the Transferors shall complete all of the following
procedures as of the date of the first installment payment to the date of
the second installment payment; otherwise, the Transferee shall have the
right to refuse to make the second installment
payment:
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(1)
The Transferors positively assist the Target Company to complete the examination
for the completed project;
(2)The
Transferors shall release public statements in the proper local media under the
consent of the Transferee with consultation, where Target Company are located,
to announce that the Transferors and Target Company are not subject to any
ongoing litigation, arbitration cases (including under implementation), any
circumstance of seal-up, freezing or seizure of possession or other judicial
enforcement situation, or any disputes or potential disputes which may cause
litigation or arbitration. Meanwhile, there is no any outstanding guarantee or
mortgages provided by Target Company for any other person/entity. Before the
completion of the transfer, all rights and obligations of Target Company shall
transfer to the Transferors, who jointly and severally have the rights and take
the obligations, other than the receivable uncollected in connection with the
development agreements signed before the completion.
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(3)
The Transferors shall be liable to complete the alteration registration for the
equity transfer of the Target Company coordinating with the Transferee before
January 31, 2010, obtain the new Business License and change the business scope
of the Target Company which at least includes the investment, operation,
management and services of urban gas pipeline.
(4)
The Transferors shall assist to handle other alteration registration procedures
other than AIC alteration registration for the equity transfer, including but
not limited to alteration of tax registration, bank and other procedure other
relevant departments request;
(5)
The Transferors shall assist to settle the problems from old user;
(6)
The Transferors shall provide the lists of creditors' right and obligations to
the Transferee;
(7)
The Transferors and the Target Company shall assist the Transferee to check the
fixed assets;
(8)
The Transferors shall cause the Target Company to complete to transfer following
documents to the Transferee, including but not limited to, company stamps,
certificates, licenses, government permits and documents and materials of
engineering, finance, human resources and business contracts of operation of the
Target Company, no matter in writing or in electronic;
(9)
Completion of the Transfer.
3.3.3 The
amount of the second installment is 53% of the
Consideration, namely Renminbi 13,800,000 Yuan. The
second installment shall be paid on April 30, 2010. The preconditions of the
second installment are as follows:
（1）All procedures
requested for the first installment are completed without any loss for the
operation of Target Company.
（2）The transferors
shall assist the Target Company to complete the comprehensive examination for
the vaporizing station and completed pipeline (including examination and filing
procedures of Construction Bureau, Quality Supervision Bureau, Environmental
Protection Bureau and Security Supervision Bureau) and obtain the examination
report for relevant authorities;
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（3）With regard to
the users had connected to the pipeline, the Transferors shall transfer all
collected and receivable connection fees to the Target Company or the Transferee
without any conditions.
Above
conditions shall be satisfied or completed before April 30, 2010, otherwise the
Transferee is entitled to terminate this Agreement, the Transferors shall refund
the paid consideration to the Transferee and the Transferors shall pay the
Transferee RMB 500,000 Yuan as penalty. The Transferors shall assume such
default liabilities jointly and severally.
3.3.4 The
amount of the third installment is 20% of the
Consideration, namely Renminbi 5,200,000 Yuan. For
the propose of smoothly transition and stable operating of Target Company, the
third installment shall be considered as deposit of this transaction and will be
paid to the Transferors on August 31,2010 on the condition that the Transferors
are free of any liabilities.
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3.4
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The
Transferors jointly and severally agree that when the Transferee makes
payment to the Transferors, the Transferee is entitled to deduct any of
the remaining payables (if any) owed by the Transferors on its own
discretion without any prior consent of the
Transferors.
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4、Adjustment of
Transfer Price
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4.1
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The
Transferors jointly and severally undertake to assist to obtain all
inspections and examination reports for completed constructions of the
Target Company, including completing of approval and filing procedures of
relevant government authorities as the request of the Transferee on April
30, 2010. If the Transferors fail to fulfill the foregoing obligations
before the second installment payment, then the Transferee is entitled to
reduce the amount of Renminbi 300,000 Yuan from the Consideration or to
request Renminbi 300,000 Yuan as compensation of breach of Agreement from
the Transferors.
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4.2
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The
Transferors jointly and severally undertake to transfer all collected or
receivable connection fees from connected users to Transferee without any
condition as the request of the Transferee on April 30, 2010. If the
Transferors fail to fulfill the foregoing obligations before the second
installment payment, then the Transferee is entitled to reduce the amount
of Renminbi 300,000 Yuan from the Consideration or to request Renminbi
300,000 Yuan as compensation of breach of Agreement from the
Transferors.
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4.3
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Transferors
jointly and severally undertake to ensure that before the completion of
the Transfer in order to keep the stability of the personnel of Target
Company, hiring new staff, salary adjustments or other changes shall not
be occurred except staff and salary adjustments contained in the "List of
company personnel and salary details" (specified in annex II to this
Agreement, the "List of company personnel and salary details") and new
constructions advance payments and payables shall not be occurred except
that contained in the " Obligations transfer list" (specified in Annex III
to this Agreement, the "Obligations transfer list"). The Transferee is
entitled to deduct the losses of Target Company from the outstanding of
the Consideration if the Transferors breach the aforementioned
guarantee.
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5、Corporate
Operation before the Completion of Transfer
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5.1
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The
Transferors jointly and severally agrees that Target Company and the
Executive Director appointed by it shall ensure that: first, business
operation of Target Company will be carried on in accordance with the
normal and prudent principles; second, the Company and its Board of
Directors shall not deal with or shall deal with (or allow to deal with)
any (those things that shall be done or not be done during the normal
operation) important actions or matters. Moreover, without a written
consent from the Transferee in advance before the completion of the
Transfer, the Transferors shall, in particular (but not limited to the
general applicability of the statement mentioned above), ensure that
Target Company shall not:
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（1）Issue or agree
to issue any shares or loan capitals, or; offer or agree to offer or withdraw
any option of purchase, or; amend any existing terms concerning the acquisition
or subscription of the option or right of any shares or loan
capital;
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（2）Make a loan or
raise money;
（3）Terminate any
Agreements, arrangements or Agreements of great value, or; waive any rights of
material value.
（4）Create or permit
to arise any mortgage, charge, lien, pledge, other form of security or
encumbrance of equity of whatsoever nature, whether similar to the foregoing or
not, on or in respect of any part of its undertaking, property or assets other
than liens arising by operation of law in amounts which are not
material;
（5）Give any
guarantee, indemnity, surety or security to any third party;
（6）Dispose or agree
to dispose of or acquire or agree to acquire any material asset;
（7）Dispose of the
ownership, possession, custody or control of any corporate or other books or
records;
（8）Other than in
the ordinary and usual course of its business, compromise, settle, release,
discharge or compound any material civil, criminal, arbitration or other
proceedings or any material liability, claim, action, demand or dispute or waive
any right in relation to any of the foregoing;
（9）Other than in
the ordinary course of its business, release compromise or write off any
material amount recorded in the books of account of the Target Company as owing
by any debtors of such Target Company;
（10）Let or agree to
let Target Company to transfer the possession or ownership of the whole or any
part of the Property, or take on lease or assume possession of any real
property;
（11）Terminate any
or allow to lapse any material insurance policy now in effect or defaulting
under any provision thereof.
6、Matters prior to
Completion of the Transfer
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6.1
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During the
process of verifying assets and businesses of Target Company, should the
Transferee find any items not in compliance with Assets Confirmation List
(please refer to the Attachment 4 below), it can notify both Parties at
any time. The two Parties will adjust the price of transfer upon
negotiation. Should the two Parties cannot reach an agreement on the
adjustment of the price of transfer within 7 working days after the
notice, then they shall retain a professional appraisal institution to
assess the value of relevant assets. Both Parties agree to adjust the
price of transfer based on the result of assessment. Each Party will share
50% of the assessment fee.
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8
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6.2
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The
Transferors shall pay up the entire outstanding payables of all
uncompleted contracts before Completion of the Transfer at its own cost,
or transfer the payables to Transferors with prior consent from relevant
creditors. Target Company shall be responsible for the payables of the
construction agreement signed by it after the Completion of the Transfer.
Notwithstanding aforesaid, the uncollected receivables of the development
agreement signed before the Completion of the Transfer shall still belongs
to Target Company. Both Parties shall conclude Finance Settlement Rules
for the settlement of tax, advance payments, account payable, account
receivable and etc. before the completion of delivery, which shall be one
of the annexes of this
Agreement.
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6.3
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Contingent
liabilities or other liabilities of the Target Company before the
completion of delivery which the Transferors do not disclosed shall be
assumed by the Transferors jointly and severally. If the Target Company
assumes or pays such liabilities in advance and is subject to losses, the
Transferors shall compensate all losses to the Target Company within 5
working days after the occurrence of actual
losses.
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7、Completion of the
Transfer
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7.1
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The Parties
agree that they will establish a “transfer team” jointly to complete the
equity transfer of Target Company within three working days upon the
completion of the first installment. The day when “transfer team” is
established is the delivery
day.
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7.2
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The
Transferors shall prepare a list of transfer for the “transfer team”. The
list shall show all the assets, corporate books required by the law,
account books, documents, agreements, and contracts and so
on.
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7.3
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If the
Transferee failed to make the first installment in accordance with the
Agreement or the Transferors causes a significant impact on the business
operation of Target Company due to its false reports or data, the
Agreement will be terminated
automatically.
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7.4
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To facilitate
the Completion of the Transfer, the Transferors shall submit the following
documents to the Transferee:
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（1）Permits and
approvals in writing for the alteration registration of equity transfer from
Committees of Foreign Trade and Economic Cooperation and AIC;
（2）Certificates of
shares on the equity transfer (including register of shareholders of Target
Company);
（3）Letters of
resignation from all the current directors, supervisors of Target Company. It
should be confirmed that none of these letters of resignation have involved
Target Company respectively in any claims (no matter it is on the compensation
for resignation or any other reasons). The resignation shall be effective upon
the delivery day;
（4）Confirmation
letters of senior officers of Target Company to confirm that none of the
officers have claims against the Target Company respectively (no matter it is on
the compensation for resignation or any other reasons);
（5）Certificates
that prove property right alteration registration procedures concerning the
selling and purchasing of transferred equity have been duly
completed;
（6）Certificates
that prove existing bank accounts of Target Company respectively have been
rendered void and new authorization orders have been issued to personnel
appointed by the Transferee;
（7）Certificates of
ownership of the assets; and
（8）Certificates by
the Target Company banks of the amount standing to the debit or credit of such
accounts at the close of business on the day of Completion of the
Transfer.
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7.5
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Both Parties
agree that the transfer shall be deemed to be completed upon the day when
the Transferee confirms that all works of delivery has completed and the
Transferors have fulfilled its obligations under Article
7.4.
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8、Representations
and Warranties
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8.1
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The
Transferors jointly and severally commits and guarantees
that:
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8.1.1
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The
Transferors legally owns 100% of the equity of Target Company. Should any
third Party raise requests to the Transferee for ownership or interest of
the equity, the Transferors shall bear full responsibility and compensate
the Transferee for any loss incurred
hereof.
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8.1.2
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The
Transferred Equity shall not subject to any restriction under any laws and
agreements beyond the ones stipulated expressly in this Agreement. Should
any third Party produce effective evidence that the transfer by the
Transferors subjects to under any laws and agreements, the Transferors
shall bear full responsibility and compensate the Transferee for any loss
incurred hereof.
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8.1.3
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Upon the
performance of the Agreement, no third Party has access to the equity
acquired by the Transferee, its subsidiary rights and interests or those
to be generated from the
equity.
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8.1.4
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Individual
income tax of the revenue generated from the equity transfer shall be
borne by the Transferors, who shall pay tax to the local tax bureau and
submit copies of certificate of tax payment to the
Transferee.
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8.1.5
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The Target
Company are established and existing under the laws of
China.
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8.1.6
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Target
Company own and have acquired all the effective authorization letters,
licenses, approvals and permits to manage existing assets and carry out
all the business operations (specified in Annex V "The production and
operation information of Target Company"). The above-mentioned documents
have been registered and recorded in relevant authorities in accordance
with applicable laws and
regulations.
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8.1.7
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Except
written disclosure to the Transferee, the assets of Target Company are not
subject to any guarantees or any right of third Party or any other
limitations that might affect the execution of rights concerning the
above-mentioned assets or interests. As of the execution day of the
Agreement, nobody will execute or claim to execute any rights that might
significantly affect the conditions of the transferred assets, or raise
any disputes directly or indirectly involving the transferred
assets.
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8.1.8
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Upon
execution by both Parties, this Agreement will be binding upon the
Transferors.
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8.1.9
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Except
written disclosure to the Transferee, the assets are not subject to any
litigations, arbitrations or administrative procedures involving any other
enterprises or its subsidiaries.
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8.1.10
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Except
explicit disclosure, the transferred assets of Target Company are not
subject to any other loans to be paid or debts of any
forms.
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8.1.11
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Before the
execution day of the Agreement, there is no written notice from creditors
that will make a mandatory disposal of assets of Target
Company.
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8.1.12
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As of the
execution day of the Agreement, as far as the Transferors know, no
material adverse affects occur or based on reasonable judgment might occur
to the existing business, finance or
operation.
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8.1.13
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The Assets
Confirmation List (specified in Annex 4 below) provided by Transferors to
Transferee is true, accurate and
complete.
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8.1.14
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On
the base day of assets appraisal, Target Company have effective and
tradable ownership in all the fixed assets stipulated in Assets
Confirmation List, including but not limited to all the machines,
constructions, on-going projects, gas pipeline, land and other fixed and
current assets. Moreover, it is still entitled to effective and tradable
ownership in the above-mentioned assets and all the acquired assets upon
the date of the Completion of the
Transfer.
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8.1.15
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Upon
the delivery day, major assets in operation of Target Company shall be in
good condition and comply with normal standards of gas industry after
periodical and proper
maintenance.
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8.1.16
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The
operations of Target Company have never gone against rules and regulations
of China, never received any written notice from relevant management or
public service department that indicates authorization, license, approval
and permit awarded to the target company before have been revoked due to
its delinquent behaviors and the revocation of the above-mentioned
documents, compliance with relevant regulations or remedial measures
adopted have material adverse affects to the business operation of the
Target Company.
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8.1.17
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The
Obligations Transfer List (please refer to Annex 3) provided by
Transferors to Transferee is true, accurate and
complete.
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8.1.18
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Before the
delivery day, all the debts owed by Target Company have been shown in the
Debt Transfer List specified in Annex III), including but not limited to
the amount owed to the original shareholders, the amount payable to
suppliers and construction teams, salaries and benefits payable to
employees, taxes payable to tax bureau and so on. The above-mentioned
debts have been paid up by the Transferors at its own cost or transferred
to the Transferors with consent from relevant
creditors.
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8.1.19
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Except
for debts shown in the Debt Transfer List (please refer to Annex 3), there
is no other debt owed by Target Company before the Delivery
day.
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8.1.20
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The
Transferors will negotiate with the Transferee on matters concerning
equity transfer not mentioned herein in accordance with Chinese rules and
regulations.
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8.1.21
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The
Transferors shall be responsible for the above-mentioned representations
and warranties. If the Transferors are in breach of any of such terms, the
Transferee reserves the right to deduct RMB 500,000 Yuan from the
Consideration.
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8.1.22
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The
Transferors jointly confirms that the Transferee signs this Agreement
relying on every guarantee and
warranty.
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8.1.23
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Should the
Transferee has proper reason to believe a potential violation of such
guarantees, within three years after the completion of the transfer, the
Transferee, its counselors and representatives reserve the right to
require the Transferors to offer all the facilities (in particular, the
access to all the financial records and other documents of the
Transferors) so that the Transferee can confirm whether a violation has
occurred to the relevant
guarantees.
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13
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8.1.24
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The
Transferors jointly commits that upon the execution of the Agreement, it
will terminate any negotiation on the equity transfer of Target Company
with any third Party except the Transferee. Meanwhile, it will not carry
out new negotiations on the equity transfer of Target Company with any
third Party except the
Transferee.
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8.1.25
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The
above-mentioned representations and guarantees remain effective after the
delivery day.
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8.2
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The
Transferee commits and guarantees
that:
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8.2.1
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The
Transferee is a legal entity established and existing under the laws of
United States.
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8.2.2
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The
Transferee will negotiate with the Transferors on matters concerning
equity transfer not mentioned herein in accordance with laws and
regulations of China.
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8.2.3
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The
Transferee shall be responsible for the above mentioned representations
and guarantees. If the Transferors have fulfilled its obligation under the
Agreement, the Transferee shall also bear relevant liabilities and pay
Consideration to the Transferors as stipulated in this
Agreement.
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9、Liability for
breach of the Agreement
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9.1
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In the event
that there is any material omission or severe fraud in the documents or
data submitted by the Transferors, the Agreement may be terminated by the
Transferee. Meantime the Transferors shall indemnify the Transferee for
the damage herein caused by the
Transferors.
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9.2
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The Parties
mutually agree that, unless this Agreement is otherwise provided, if
either Party makes a material breach of the Agreement, the observant party
has the right to terminate the Agreement according to the Contract Law of
People's Republic of China and applicable judicatory interpretation and
claim for compensations.
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14
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9.3
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The
Parties confirm simultaneously that if either Party breaches their
representations, warranties and facts stated in the Article 8 under the
Agreement，the
observant party may have the right to terminate this Agreement and claim
for compensations.
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9.4
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Any
Party breaching any provision of the Agreement including but not limited
to representations、guarantees
and warranties shall consist of the breach of the Agreement. The observant
party may have the right to claim for compensation until to terminate this
Agreement.
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9.5
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After
completion of the equity transfer, the Transferors shall take positive
measures to solve all disputes or debts caused by the running of the
company before the delivery day, or unforeseeable disputes before the
delivery day. The Transferee shall be compensated by the Transferors for
the damage caused hereby.
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9.6
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If
the Transferors fail to fulfill their undertakings on time under the
Agreement, the Transferors are deemed to breach the Agreement and the
Transferee may have right to terminate this Agreement and claim for
compensation.
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9.7
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Unless
this Agreement is otherwise provided, if the Transferors have performed
all the provisions of this Agreement strictly; however the Transferee
refuses to make payment according to the schedule under this Agreement or
unilaterally terminates this Agreement, the Transferee shall assume
liabilities of default and compensate the Transferor for their damage
caused hereby.
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10、
Others
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10.1
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The
Transferors jointly and severally undertake to be in charge of jointly
assisting the Target Company to select two industrial users and conclude
and sign the pipeline gas supply Agreement (binding framework agreement)
with the Target Company as the request of the Transferee on the earlier
date of the 90th day as of
the first installment payment and the day of the second installment
payment.
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10.2
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For the
convenience of both parties to carry out their job on site the Transferee
will reserve a position of director for the Transferors after the
completion of the alteration of equity transfer. The term of office of
such director shall be terminated as of the day of the payment of second
installment.
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15
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10.3
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If possible,
the Transferee will pay to the Transferors at most the consideration of
the amount of RMB 1 million Yuan before February 14, 2010 within two weeks
in advance. Such payment shall be deducted from the second installment
paid for the Transferee to the
Transferors.
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11、Force
Majeure
Neither
Party shall be prevented from failure of performance of any of its obligations
under this Agreement due to an event of Force Majeure outside the reasonable
control of that Party. The Party affected by such event of force majeure shall
notify the other Party immediately in convenient way, and shall not later than
15 days after the commencement of such event submit the documentary evidence
notarized by local notary organ to the other Party. Both Parties shall negotiate
the way of dealing with the aftermath such event in time.
12、Confidentiality
Either
Party of this Agreement shall not disclose any information related to this
Agreement to any person、entity or company
during the term of the Agreement or five years after the expiry date of the
Agreement, no matter the person、entity or company
has a competitive relationship with the other Party or not.
13、Notices
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13.1
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Any and all
notices shall be in writing, including facsimile、letter、delivery by
designated deliverer, the notifying date shall be no later than 7 days
after the written notice delivered. The notifying date of unwritten notice
(telephone or email, etc) shall be the date of written confirmation of the
receiver.
|
|
13.2
|
Either Party
altering the notice(s) or the address, shall notice the other Party no
later than 3 days after the alteration. The altering Party shall take all
legal liability caused by its failure of performance of notifying
duty.
|
16
If to the
Transferors, notices shall be delivered as follows:
Addressee： Xxx
Xxxx Position：
Director
Address： Gas
Station, Xiayang Village, Dengjia Country, Dongxiang County,
Jiangxi
Province Post code：
331801
Facsimile：
0794-4220898 Email： xxxxxx@xxxxxxxxxxxx.xx
If to the
Transferee, notices shall be delivered as follows:
Addressee：____________________ Position：__________
Address：____________________
Post code：__________
Facsimile：__________
Email：____________________
|
13.3
|
All notices
and relevant expenses under this Agreement shall be processed by either
Party respectively in accordance with laws and
regulations.
|
14、Governing
law
The
formation、validity、interpretation
and/or performance of this Agreement shall be governed by PRC LAWS.
15、Settlement of
dispute
Any
disputes arising from or in connection with this Agreement shall be settled
through friendly negotiation between the Parties. If the dispute cannot be
resolved by negotiation, then any Party may submit the dispute to China
International Economic and Trade Arbitration Committee Tianjin International
Economic and Financial Arbitration Center for arbitration according to and
regulations in effect at the time of applying for arbitration. The arbitration
award shall be final and binding on all parties.
16、Severability
Any
provision of the Agreement shall be deemed as severable. If any provision of the
Agreement is invalid, it shall not affect the validity of the rest of the
provisions of this Agreement.
17
17、Non-waiver
If either
Party does not insist the other Party on the performance of any provision of the
Agreement at any time, the Party shall not be deemed to waive the provision or
waive the right to insist the other Party on execution of the
provision.
18、Transcript
The
formal text of the Agreement shall be written in CHINESE. Any provision of such
Agreement shall be interpreted under the usual meaning of the words in the
Chinese version.
19、Title and
Subtitles
All tile
and subtitles of the Agreement are in the convenience of the reference only and
shall not limit or affect any provision provided in the Agreement.
20、Entire
agreement
|
20.1
|
This
Agreement includes all agreements and memorandums related to the subject
of this Agreement and supersede any and all previous written or oral
agreements and/or memorandums concluded by any consultation relating to
the subject of this Agreement. Unless this Agreement is otherwise provided
expressly, any other condition, definition, guarantee or statement related
to the subject of this Agreement shall not be binding on both
Parties.
|
|
20.2
|
Any
correction、amendment、replacing or
modification of this Agreement shall be made in writing and shall be
ascertained that it is relevant to the Agreement and shall be signed by
the representatives or designated person(s) of both Parties of the
Agreement.
|
|
20.3
|
Both Parties
of the Agreement mutually agree that in the convenience of processing the
procedure of the update registration related to the share transferring
hereof with the local industry and commercial bureau, both Parties may
enter into a simpler share-transferring Agreement. The content of the
simple share-transferring Agreement shall not be controversial with this
Agreement hereof. In case of any controversy, this Agreement shall
prevail.
|
18
21、This
Agreement shall come into effective upon the approval of the Board of
Transferee.
22、This
Agreement is executed in five counterparts. Each transferor holds one and the
transferee holds three.
Annexes：
Annex
I "Details of the land required by Target Company for gas station
sites"
Annex
II the "list of the personnel of Target Company and salary
details"
Annex
III the "Obligations transfer list"
Annex
IV "Assets Confirmation List"
Annex
V "The production and operation information of Target
Company"
(This
page is blank below)
19
Signature
Page
Transferor：Flying
Dragon Investment Management Limited
Authorized
Representative：
Flying
Dragon Resource Development Limited
Address:
Albion Plaza, TsimshatsuiKowloon, Hongkong
Tel:
：00000-00000000 Fax：00000-00000000
Authorized
Representative：
Transferee：Willsky
Development Ltd.
Address:
Tel:
： Fax：
Authorized
Representative：
Date:
January 5, 2010
20
Annex
I Details of the
land required by Target Company for gas station sites
21
Annex II
List of the personnel of Target Company and salary details
22
Annex III
Obligations transfer list
23
Annex IV
Assets Confirmation List
24
Annex V
The production and operation information of Target Company
Part one
Basic Information of Target Company
Business
License
Business
License No.:
Registration
No.:
Issuing
Date:
Address:
Type
of Enterprise
Registered
Capital
Business
Scope:
Business
Term:
Board
of Directors:
Name Designated
by Position
Board of
Supervisors
Name Designated
by
25
Part
2 Certificates and Licenses of Operations
26
