Exhibit 10.1
Baoding Shengde Paper Co., Ltd.
and
Hebei Shuangxing Paper Co., Ltd.
Asset Purchase Agreement
[Unofficial Translation]
This Asset Purchase Agreement (the
“Agreement”) was executed on November 25, 2009, in Baoding, Hebei province, by
and between Baoding Shengde Paper Co., Ltd. (“Shengde”) and Hebei Shuangxing
Paper Co., Ltd.(“Shuangxing”). Shengde and Shuangxing agree on the following
terms:
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a. |
Shengde
shall purchase all of Shuangxing’s assets (the “Assets”),
including machineries and office equipments. |
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i. |
List
of machineries: shall refer to the Assets Appraisal List in Assets Appraisal
Report (the “Report”) appendix 7 issued by Baoding Chengxin Assets
Appraisal Ltd. (Chengxin), including two 155 digital photo paper coating lines
(the “Lines”); and |
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ii. |
List
of office equipments. |
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b. |
Ownership
of the above-mentioned items by Shuangxing is transferred to Shengde upon
execution of this Agreement. |
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2. |
Purchase
Price. Purchase price of machineries is based on the Report issued by
Chengxin, where the machinery appraisal price is 103,645,426RMB. Shengde and
Shuangxing hereby agree that the purchase price for the machineries shall be
93,000,000RMB. Purchase price for office equipments shall be negotiated outside
of this Agreement. |
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3. |
Shuangxing
shall terminate its contract with Hebei Baoding Orient Paper Milling Company
Limited (“Dongfang”) dated October 1, 2009 upon execution of this
agreement. Shuangxing’s shareholders shall not be held liable for any and
all of Shuangxing’s debt. |
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4. |
Delivery
of Machineries. The Lines must be able to operate on a regular basis.
Delivery of the Lines is completed after satisfactory testing by Shengde’s
mechanics. |
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5. |
Payment.
Dongfang has paid Shuangxing 30,000,000RMB on behalf of Shengde. Shengde shall
pay the rest of purchase price by December 31, 2009. |
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6. |
Payment Information.
Account name: Hebei Shuangxing Paper Co., Ltd.
Bank: China Construction Bank- Xushui Branch
Account #: 1300 1667 4080 5000 0233 |
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a. |
In
the case that Shuangxing fails to transfer part or all of the Assets, or that
Shuangxing does not finish transferring the assets certificates in the agreed
time, |
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Shuangxing shall pay 10% of the purchase price to Shengde as liquidated
damages. |
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b. |
In
the case that Shengde fails to pay part or all of the purchase price in the
agreed time, Shengde shall shall pay 10% of the purchase price to Shuangxing as
damages. |
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8. |
Disputes.
Shengde and Shuangxing shall negotiate about any dispute arising from this
Agreement. If Shengde and Shuangxing are not able to reach agreement on the
disputes, they shall resort to the court. |
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9. |
Effectiveness. This
Agreement is executed and becomes effective when signatures and seals are made
by both Shengde and Shuangxing. The two copies, one of which held by Shengde,
the other held by Shuangxing, are equally authentic. |
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10. |
Miscellaneous. This
Agreement may be supplemented or changed in the form of Contract Supplement.
Contract Supplements shall be equally authentic as this Agreement.
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Baoding Shengde Paper Co., Ltd.
/s/ Xxxxxxxx Xxx
November 25, 2009
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Hebei Shuangxing Paper Co., Ltd.
/s/ Xxxxxxx Xxxx
/s/Xxxxxxx Xx
/s/ Xxxxxx Xxx
November 25, 2009
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Hebei Baoding Orient Paper Milling Company Limited
/s/ Xxxxxxxx Xxx
November 25, 2009
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