STRATEGICAL COOPEARTION AGREEMENT
EXHIBIT 10.9
STRATEGICAL
COOPEARTION AGREEMENT
This
agreement is signed by the two parties below in Xian, Shaanxi Province, on March
26, 2007
Party A: Xi’an Hanxin Science & Technology
Co., Ltd
Party B: Sichuan Hanxin Cork Products Co.,
Ltd
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1.
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Party A is a stock company
which is founded approved by Xi’an City People’s Government, and
registered capital is RMB 50.011034 million Yuan. Party A is a big
enterprise which is engaged in developing and manufacturing of cork
products.
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2.
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Party
B is a limited company which is found and registered in Mianyang City
Sichuan Province, China, and registered capital is RMB 10,000,000 million
Yuan. Party B is engaged in manufacturing and processing of cork
products.
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3.
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Party A has a good
prospect of
development and hopes to expand its industry & market share urgently
for the need of future strategy.
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4.
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Party
B has a good situation of current operation, and a certain scale with
great potential
of development.
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5.
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According to the
intent previously agreed by the two parties, the two parties decide to
realize alliance
between giants and cooperate with each other strategically. Party A will
carry out the merger and recombination of Party B at proper time during
2007, and Party B also agrees to the strategical cooperation mentioned
above.
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WHEREAS,
this agreement, with respect to significant matters in the strategical
cooperation, is made after negotiations between the two parties and based on
voluntary, fair and mutually beneficial principles:
Section
I. Party A agrees to carry out the merger and recombination of Party B at
a price of no more than 20,000,000 Yuan during 2007.
Section II. Party B also agrees to the
merger and recombination carried out by Party A mentioned
above.
Section
III. As the merger and recombination will cost a long time, the two
parties agree to carry out the strategical cooperation in several
phases.
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(1)
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Within
ten days after this agreement is valid, Party A should pay an amount of
3,500,000 Yuan (“cooperation sincerity payment”) to Party B. These funds
can be offset by the merger transaction fees after the merger and
recombination are finished.
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(2)
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In
order to support the continuous development of Party B, Party A should
offer the funds support in an amount of at least 15,000,000 Yuan during
2007.
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(3)
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The
merger and recombination are expected to be finished in 2007 in
principle.
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Section
IV. Statement, guarantee and commitment of Party A
Party A
makes statement, guarantee and commitment to Party B at signing date as well as
the date when this agreement is valid and executed:
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(1)
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Party
A is an independent corporation established and existed under the laws of
China, and legally owns current assets and legally runs current
business.
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(2)
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Party
A has sufficient rights to execute the transaction stated in this
agreement, and has the legal ability of action of signing and executing
this agreement.
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(3)
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Items
not included in this agreement will be negotiated and solved between the
two parties based on fair principles.
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(4)
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Party
A ensures that it will pay the transaction fees and relevant funds
according to the appointed ways and timing of payment.
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Section
V. Statement, guarantee and commitment of Party B
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(1)
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Party
B confirms that it will get effective approval of the board of directors
to ensure the legality and effectiveness of signature and execution by
Party B.
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(2)
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According
to relevant laws and regulations, all the approved documents, register and
other procedure related to Party B have completely obtained or finished,
and are still effective.
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(3)
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Party
B currently has no mortgage
loan, pledge or a third party’s rights, and attaches no contingent liabilities or other
potential liabilities and there is no litigation, arbitration or
dispute.
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(4)
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Products
made, sold or operated in other ways by Party B does not infringe upon any
patents, design, copyright, trademark or other knowledge Property,
and nobody requires for rights regarding the products mentioned
above.
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Section
VI. Any of the two parties breaches any statements, guarantee or commitment will
constitute a breach of the agreement. The party who breaches this agreement
should indemnify the other party for its direct or indirect damage.
Section
VII. Any dispute incurred by the execution of this agreement should be solved by
the negotiation between the two parties; if the negotiation is unsuccessful, any
party can take litigation to a court with governing rights.
Section
VIII. Items not included in this contract will be negotiated between the two
parties to get a signed supplement contract. The signed supplement contract is
part of this agreement with the same legal effect.
Section
IX. This agreement will be valid after the signatures by the legal
representatives or authorized representatives of the two parties.
Section
X. This agreement will be in four copies and two of the copies will be kept by
Party A and Party B separately.
Party
A: Xi’an Hanxin Science & Technology Co., Ltd
Chen
Pengcheng
Legal
representative or authorized representative:
Party
B: Sichuan Hanxin Cork Products Co., Ltd
Li
Huadong
Legal
representative or authorized representative: