Equity Transfer Agreement
Exhibit
10.1
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Unofficial Translation -
Equity
Transfer Agreement
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Party
A (Transferor):
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XX
Xxxxxx
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| (ID Card No.: 000000000000000000) |
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Party
B (Transferee):
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Xi'an
Baorun Enterprise Development Co.,
Ltd.
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|
Legal
Representative:
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GAO
Xincheng
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Party A
and Party B, after friendly negotiation on the equal basis, have reached the
following Agreement with regard to the transfer by Party A of all the equity
held by Party A in Shenmu County Erlingtu Hongtu Oil Material Co., Ltd.
("Company") to Party B:
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Article
I
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Definitions
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1.
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The
"Equity Transferred" hereunder
means:
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(1) Equity
held by Party A in Shenmu County Erlingtu Hongtu Oil Material Co.,
Ltd.;
(2) The
Company's equity, the major assets of which include: all the assets of the
Hongjianzhuo Gas Station that the Company owns, the land occupied by the gas
station and all the underground and above ground structures, operation
facilities and equipment, including but not limited to the use right to the land
occupied by the gas station and the underground and above ground structures,
operation facilities and equipment (13 mu of land occupied by the
gas station; a 1,200-m2 rain
shed and 14 business rooms; 6 oil storage tanks; 10 gas filling machines, two of
which are double ; a 15-kilowatt diesel generator; 3 sets of water-supply
facility).
(3) At
the time of executing this Agreement, Party A must provide to Party B all the
certificates pertaining to the Company and its Hongjianzhuo Gas Station,
including but not limited to operation certificates, tax registration
certificates, organization code certificates, hazardous and chemical material
certificates, land use right certificates, approval documents, and copies of
relevant contracts and agreements.
2. The
"Transfer Consideration" hereunder means all the consideration for the equity
transfer of RMB 61,000,000.00 in total (Sixty-One Million Yuan even, including
all the fees and expenses that Party A must pay to the government administrative
authorities in connection with the relevant registration and change registration
procedures) that Party B must pay to Party A pursuant to the provisions
herein.
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Article
II
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Party
A's Information Disclosure Prior to the Execution of this
Agreement
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1. Prior
to the execution of this Agreement, Party A must present to Party B the original
copies of the certificates, approval documents and contracts and agreements
pertaining to the Company and its Hongjianzhuo Gas Station mentioned
above.
2. Prior
to the execution of this Agreement, Party A must truthfully inform Party B of
the sources of the certificates, approval documents and contracts and agreements
pertaining to the Company and its Hongjianzhuo Gas Station mentioned above, of
their authenticity and the situation about their performance and fulfillment, of
the situation about the land use right to the land occupied by the gas station,
of the ownership certificates of the property above ground and of the conditions
of the underground structure, operation facilities and
equipment. Party A must warrant that it has the complete ownership to
such assets and that it shall compensate Party B in full for any loss resulting
from any reason on the part of the Company and from any defects of the assets
mentioned above.
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Article
III
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Equity
Transfer Consideration Payment Method and Term of
Payment
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1. The
consideration for the equity transfer is RMB 61,000,000.00 (Sixty-One Million
Yuan even), and Party A and Party B agree that the payment of the consideration
must be in the form of bank transfer into the shareholder's personal account
designated by Party A. The bank with which the account is held:
Agricultural Bank of China; Account title: XX Xxxxxx; Account No.:
0000000000000000000.
2. On
the day following the execution of this Agreement, the two parties will begin
the handover of assets; if Party B does not find any material defects about the
Company and its gas station assets that will affect the normal operation, Party
B must make the first payment to Party A in the amount of the 60% of total
equity transfer consideration, that is, RMB 36,600,000.00 (Thirty-Six Million
and Six Hundred Thousand even); if Party B finds any material defects about the
Company and its gas station assets, Party B has the right to terminate this
Agreement and return all the assets received from Party A.
3. Within
60 days upon receiving the first payment, Party A must have the change
registration procedures for all the certificates and documents pertaining the
Company and its gas station completed by its legal representative or its
responsible person; if there is any loss suffered by Party B as the result of
incomplete documentation regarding any assets, Party A must return in full the
amount of the first payment for the equity transfer consideration and compensate
for all the loss as the result of Party B's inability to have normal
operation. If Party A have delivered all the valid certificates after
the change to Party B, then Party B must make the payment in the amount of 30%
of the total equity transfer consideration, that is, RMB 18,300,000.00 (Eighteen
Million Three Hundred Thousand even) within 15 days upon receiving
them.
4. Party
B will pay the remaining 10% of the equity transfer consideration, that is, RMB
6,100,000.00 (Six Million One Hundred Thousand) within 15 business days after
the first anniversary of its operation, if Party B confirms that the Company and
its gas station has no issues regarding taxes, land use and road planning and
the enterprise can continue its operation.
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Article
IV
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Handover
of Seals, Documentation and Assets
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1. With
5 days upon the execution of this Agreement, Party A must deliver the original
copies of all the certificates and documents listed herein to Party B for Party
B to use; Party B must sign and imprint its seal on the delivery list and, at
the same time, verify the copies of the certificates and documents against the
originals and then sign and imprint its seal on the copies, which are to be
maintained by Party A for future reference.
2. With
5 days upon the execution of this Agreement, Party A must hand over all the
assets listed herein to Party B for Party B to use, and Party B must sign and
imprint its seal on the handover list.
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Article
V
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Responsibilities
Before and After the Execution of This
Agreement
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1. After
the execution of this Agreement but before formally handover of the gas station,
Party A bears all the economical responsibilities for the Company and
Hongjianzhuo Gas Station that the Company owns; after the handover, the
surviving company bears such responsibilities.
2. Party
A must bear responsibility for all the harm to Party B's interests caused by
transferring or pledging the Company and Hongjianzhuo Gas Station
that the Company owns to any third party or by any other means and compensate
Party B in full for all the resulting loss.
3. During
the transition period, Party A and Party B must active cooperate with and assist
each other so as to resolve all the issues encountered during Party B's
operation.
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Article
VI
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Confidentiality
Obligation
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Party A and Party B both promise that
both parties have the obligation to maintain confidentiality on all the
financial, legal, management and other information obtained in connection with
this Agreement about the other party. And neither party shall
make this Agreement known to any other party besides Party A and Party B;
otherwise the party that reveals such information must compensate the other
party for all the resulting economic loss.
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Article
VII
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Breach
Liability
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1. Party
A's failure to fulfill the obligation for delivery and handover and the
obligation for completing the change registration procedures in according with
the schedule specified herein shall constitute a breach; for each past due day,
Party A must pay to Party B a breach penalty in the amount equal to 0.02% of the
total equity transfer consideration.
2. Party
B's failure to make payments for the equity transfer consideration in according
with the schedule specified herein shall constitute a breach; for each past due
day, Party B must pay to Party A a breach penalty in the amount equal to 0.02%
of the total equity transfer consideration.
3. If
the loss caused by one party's breach exceeds the breach penalty mentioned
above, then the party in breach shall compensate the other party for all the
actual loss.
4. After
Party A completes all the required procedures and 30 days from the date when
Party A requests Party B to accept the handover of the gas station, if Party B
is not able to accept the handover, Party A has the right to terminate the
Agreement. After Party B accepts the handover of the gas station,
Party A has no right to request termination of this Agreement.
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Article
VIII
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Resolution
of Dispute
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Any dispute arising from and in
connection with this Agreement must be settled through negotiation between the
two parties; if such negotiation fails, the dispute can be submitted to legal
proceeding at the people's court that has jurisdiction.
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Article
IX
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Others
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1. This
Agreement becomes effective after it is signed and imprinted with seal by both
parties.
2. The
performance of this Agreement starts on October 19, 2010; the amount of RMB
20,000,000.00 (Twenty Million even) initially pre-paid will be deducted from the
acquisition consideration.
3. Other
matters not covered herein may be negotiated between the two parties and be
stipulated in supplemental agreements. Any supplemental agreement
shall have the same legal effect as this Agreement.
4. This
Agreement is in duplicates, with one to each party.
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Party
A:
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/s/
XX Xxxxxx
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Party
B:
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/seal/
Xi'an Baorun Enterprise Development Co.,
Ltd.
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Representative's
signature:
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/s/
[signature visible but not
legible]
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Date:
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October
19, 2010
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Place:
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Xi'an
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