Share Transfer Contract of [COMPANY]
Share
Transfer Contract of [COMPANY]
Transferer:
[_________] (Party A)
Address:
Room 000 Xxxxx 0, Xx. 0 Xxxx Xxxxx Xxxx, Xxxxxxxx, Xxxxxxxxx
Xxxxxxxx
Transferee:
Guangzhou Kelida Intelligence Control System Co., Ltd (Party B)
Legal
representative: Xxx Xxxxxxxx
Address:
Room 000, Xx. 0, Xxxxxxxxxx Xxxx, Xxxxxxx Xxxx, Xxxxxxxxx Xx-Xxxx Xxxxxxxxxxx
Xxxx
The
contract is signed by Party A and Party B on Nov. 16, 2009 in Zhaoqing regarding
in the share transfer matter of [COMPANY].
Based on
the equity and mutual benefits principles and upon friendly negotiation, Party A
and Party B reach the following agreement:
Article 1
Price and payment method of share transfer
|
1
|
Party
A agrees to transfer its [__]% share of [COMPANY], a total of
contribution amount RMB [_______] to Party B and Party B agrees to
purchase the above share with this price and
amount.
|
|
2
|
Party
B agrees to pay to Party A for the transferred share in cash fully for one
time within 15 days since the signing of this
contract.
|
Article 2
Warranty
|
1
|
Party
A guarantees that the share transferred to Party B is Party A’s authentic
contribution in [COMPANY], which is
legally owned by Party A and Party A has its full disposal rights. Party A
guarantees not to have set any mortgage, pledge or warranty for the
transferred share and be free from claim of any third party; otherwise,
Party A shall assume all the responsibilities resulting from
this.
|
|
2
|
After
Party A transfer its share, his enjoyed rights and assumed duty in [COMPANY], shall be
transferred to Party B with the transfer of
share.
|
|
3
|
Party
B admits the Article of Association of [COMPANY] and ensures to
perform the duty and responsibility according to the regulations of the
Article of Association.
|
Article 3
Benefit and loss sharing
After the
company is approved and handled the shareholder transfer registration in
administration authority for industry and commerce, Party B shall be the
shareholder of [COMPANY]
to share the benefits and loss of the company according to the contribution
proportion and regulation of Article of Association.
Article 4
Afford the expenses
The share
transfer expenses will be afforded by (both parties).
Article 5
Change and cancellation of contract
It could
change or cancel the contract under one of the following situations. However,
both parties must sign the written change or cancellation contract for
it.
|
1
|
The
contract could not be performed due to force majeure or the unavoidable
external causes not attributed to the concerned person of one
party.
|
|
2
|
The
concern person of one party losses the performance
capability.
|
|
3
|
Due
to the breach of one party or two, which seriously affects the economic
benefits of the observing party, it makes the performance of the contract
unnecessary.
|
|
4
|
Due
to the change of situation, both parties agree to change or cancel the
contract through negotiation.
|
Article 6
Dispute resolution
|
1
|
Both
parties should friendly negotiate to resolve disputes related to the
efficiency, performance, breach and cancellation of this
contract.
|
|
2
|
If
failing to negotiate, any party could apply for arbitration or lawsuit to
People’s Court.
|
Article 7
Condition and date for the efficiency of the contract
The
contract shall enter into force after signed by both parties.
Article 8
The original contract is in quadruplicate with the same legal force. Party A and
Party B have one copy respectively. One copy is reported to administration
authority for industry and commerce and the rest is kept by [COMPANY].
Party
A: (Signature)
Party B:
Guangzhou Kelida Intelligence Control System Co., Ltd (Seal)
Legal
representative: /s/ Xxxxxxxx
Xxx
[INFORMATION
FOR PURPOSES OF FILING WITH THE SECURITIES AND EXCHANGE COMMISSION]
SCHEDULE
A
PERSONS
WHO ENTERED INTO THE SHARE TRANSFER CONTRACT
|
Company
|
Party
A and
Share
Ownership Transferred
|
Consideration
|
|||||
|
Xxxxxxxx
Xxx Su Plastic Trading Company (“Hua Su”)
|
Xxx
Xxxxxxx - 75%
|
RMB | 750,000 | ||||
|
Xxxxxxxx
Xxx Su Plastic Trading Company (“Hua Su”)
|
He
Jixiong - 25%
|
RMB | 250,000 | ||||
|
Zhaoqing
Xxxxxx Xx Resources Recycle Co., Ltd. (“Xxxxxx Xx”)
|
Xxxx
Xxxxxxxx – 50%
|
RMB | 500,000 | ||||
|
Zhaoqing
Xxxxxx Xx Resources Recycle Co., Ltd. (“Xxxxxx Xx”)
|
Xx
Xxxxxxx – 50%
|
RMB | 500,000 | ||||
|
Zhaoqing
Xin Ye Plastic Co., Ltd. (“Xin Ye”)
|
Xxx
Xxxxxx – 50%
|
RMB | 500,000 | ||||
|
Zhaoqing
Xin Ye Plastic Co., Ltd. (“Xin Ye”)
|
Xx
Xxxxxxxxx – 50%
|
RMB | 500,000 | ||||
|
Zhaoqing
Xx Xxx Craftwork Co., Ltd. (“Xx Xxx”)
|
Xxxx
Xxxxxxx – 60%
|
RMB | 600,000 | ||||
|
Zhaoqing
Xx Xxx Craftwork Co., Ltd. (“Xx Xxx”)
|
Xxx
Xxxx – 40%
|
RMB | 400,000 | ||||
