Contract
Exhibit 99.3
Unofficial
English Translation
Hulunbeier
Hailaer Beixue Diary Factory
(Party
A)
AND
Xxxxxx
Xxxxxxxx Technical Development Co., Ltd.
(Party
B)
_______________________________________________________
___________________________________________________
DATED February 5,
2010
THIS EQUITY TRANSFER AGREEMENT (this
“Agreement”) is made on the February 5, 2010
BETWEEN
|
(1)
|
Holder of Hulunbeier
Hailaer Beixue Diary Factory
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|
|
ZHANG,
Honghai is a Chinese resident. ID No.
000000000000000000.
Address:
Xx. 0, Xxxxxxx 00, Xxxxxxx Xxxxxxx Street, Hailaer District, Hulunbeier
City, Inner Mongolia Autonomous Region, China. (Hereinafter called “Party
A”)
|
|
(2)
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Xxxxxx
Xxxxxxxx Technical Development Co., Ltd. is a company incorporated in and
under the PRC laws and having its registered office at Xx. 0, 00X,
Xxxxxxxx Building, No. 380 Changjiang Road, Nangang Jizhong District,
Harbin Development Zone, China (hereinafter called “Party
B”).
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RECITALS
WHEREAS
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1.
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Hulunbeier
Hailaer Beixue Diary Factory (hereinafter called “Beixue Dairy”) is a sole
proprietorship enterprise duly established by the Party
A.
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2.
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The
Party A is the investor of Beixue Dairy and owns all the Interests and
Assets in Beixue Dairy (hereinafter called “Transfer
Interests”).
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3.
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The
Party A desires to transfer the Transfer Interests to the Party B on the
terms and conditions set out in this
Agreement.
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NOW, THEREFORE, in
consideration of the premises and the mutual covenants set forth herein, the
Parties do hereby agree as follows:
Article
1 Interests Transfer
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1.1
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Subject
to the terms and conditions herein, the Party A shall transfer all his
Interests and Assets in Beixue Dairy to the Party B and the Party B agrees
to such transfer.
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1.2
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Upon
transferring, all the rights, interest, certificates and proceeds arising
from or in connection with Transfer Interests shall be transferred to the
Party B concurrently.
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Article
2 Transfer Price and Payment
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2.1
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Transfer
Price: as one part of consideration for the Transfer Interests hereunder,
Party B agrees to pay RMB 600,000 to Party
A.
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2.2
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As
other part of consideration, Party B agrees to transfer 8,800,000 shares
of Common Stock and 2,000,000 shares of Preferred Stock in the parent
company of party B to the parties designated by Party
A.
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Article
3 Closing
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3.1
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The
closing of the transfer of Transfer Interests (“Interests Transfer”)
hereunder (hereinafter called “Closing”) shall be subject to the approval
of Beixue Dairy.
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3.2
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At
the closing, the Party A shall deliver to the Party B the resolution on
the approval of the Interests Transfer
hereunder.
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3.3
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After
the Party A delivers to the Party B all the documents stipulated in
Article 3 and the payment has been made, the Closing shall be deemed as
consummation.
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Article
4 Representations and Warranties of Party A
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4.1
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Beixue
Dairy is an entity duly established according to the PRC laws and
regulations and has obtained all the necessary approvals for its
establishment.
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4.2
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The
execution of this Agreement and the exercises of the rights and the
performance of the obligations hereunder by the Party A in accordance with
the provisions of this Agreement does not and will not
contravene:
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1.
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Any
laws, rules and regulations applicable to or imposed upon the Party
A;
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2.
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Any
document or contract to which the Party A was a Party, or having binding
effect on the Party A or any of its
assets;
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3.
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Any
documents having legally binding effect on the Party A which contains any
undertakings with a binding effect on the Party A, nor prejudice any
lawful rights of any other third
parties.
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4.3
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The
execution and performance of this Agreement will not violate or contravene
any contract or legal documents which Party A is legally
bound.
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4.4
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All
the documents and materials provided by the Party A shall be true, correct
and complete. The Party A shall assume the legal liabilities arising from
concealing and falsehood;
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Article
5 Representations and Warranties of the Party B
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5.1
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The
Party B is a company duly established and validly existing under the PRC
laws and regulations.
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5.2
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All
consents, approvals and authorizations necessary for the execution of this
Agreement have been duly and lawfully obtained. The performance and
execution of this Agreement hereunder by the Party B in accordance with
the provisions of this Agreement does not and will not contravene any
documents or contracts binding on the Party
B.
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5.3
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The
Party B will make the full payment hereunder on time according to the
terms and conditions hereunder.
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Article
6 Tax and Expenses
Each
party shall be liable for its own expenses and costs arsing from or in
connection with the Share Transfer hereunder, including but not limited to tax,
legal, financial and auditing fees.
Article
7 Exhibit
All the
exhibits hereto shall be an integrate part of this Agreement.
Article
8 Governing Law and Settlement of Disputes
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8.1
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This
Agreement shall be governed by the laws of People’ Republic of
China.
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8.2
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In
the event of and dispute with respect to the construction and performance
of this Agreement, the parties shall firstly negotiate to resolve the
dispute. In the event the Parties fail to reach the agreement, the parties
may submit the dispute to a competent People’
Court.
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Article
9 Breach of Agreement
Any
failure of the performance of all or any parts of this Agreement by any Party
hereto, any false and omission of representations and warranties made by any
Party hereto or any breach of representations and warranties hereunder shall
constitute the breach of this Agreement. The defaulting party shall be liable
for all the damages suffered by the non-defaulting party.
Article
10 Effectiveness
This
Agreement is executed on the date below and shall take effect as of such
date.
Article
11 Amendments
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11.1
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The
parties hereto may reach the supplement contracts upon the negotiation.
The supplement contract shall have the same legal effect as this Agreement
and shall be an integrate part of this
Agreement.
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11.2
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No
amendment of this Agreement shall be made unless the parties hereto agree
to do so and the amendment shall be made in
writing.
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Article
12 Miscellaneous
Should
any provision or any part of any provision contained in this Agreement be
declared illegal, invalid or unenforceable for any reason whatsoever, all other
provision or parts of provision contained in this Agreement shall remain in full
force and effect.
（The remainder of
this page intentionally left blank）
IN
WITNESS WHEREOF, the Parties have executed
this Agreement on the date first above written.
Party
A：
/s/ ZHANG
Honghai
Signature（Seal）
ZHANG
Honghai
Party
B：
(Seal）/s/ Xxxxxx Xxxxxxxx
Technical Development Ltd., Co
Xxxxxx Xxxxxxxx
Technical Development Ltd., Co
Representative:
XXXX, Xxxxxx
