Equity Transfer Agreement
This
agreement is entered into by and between Dalian Dongtai Investement Co.,
Ltd.
(hereinafter referred to as “transferor” )and Dalian Dongtai Industrial Waste
Treatment Co., Ltd. (hereinafter referred to as “transferor” ) on
Auguest 6th, 2007 in
Dalian, P.R.C.
Party
A
(transferor): Dalian Dongtai Investement Co., Ltd.
Party
B
(transferee): Dalian Dongtai Industrial Waste Treatment Co., Ltd.
Whereas
| 1. |
Dalian
Zhuorui Resource Recycling Co., Ltd. (hereinafter referred to as
“Dalian
Zhuorui”) is a company incorporated under the People’s Republic of China
and having its registered office at Dalian Huayuankou Industrial
Park,
Dalain. Its registered number is Z.G.S.Q.F.Z.2102832101495.The
registered
capital of Dalian Zhuorui is ¥10,000,000.
|
| 2. |
The
transferor is a legal shareholder of Dalian Zhuorui on the date
which the
agreement undersigned and it invested ¥10,000,000
in Dalian Zhuorui which accounted for 100% of its registered
capital.
|
| 3. |
Upon
friendly negotiation between transferor and transferee, both parties
agrees that the transferor transfer 70% of the share it holds to
transferee by entering into this agreement on equal and voluntary
basis.
|
Definitions:
As
used
in this agreement, the following terms shall have the meanings set
forth
below unless otherwise specified therein:
| 1. |
Equity:
All rights for shareholder by virtue of rendering registered capital
and
therefore become a shareholder of a company under the laws of P.R.
China
includes, but not limited to rights on beneficial interest, material
decision-making and chosen of administrative
representatives.
|
| 2. |
Effective
Date:The
date on which this agreement become valid legally and binding to
both
parties.
|
| 3. |
Execution
Date: The date on which this agreement is undersigned by legal
representatives of each party and
sealed.
|
| 4. |
Registered
Capital: The total investment registered with regulatory
authority.
|
| 5. |
Subject-matter
of contract: 70% shares of Dalian Zhuorui held by
transferor.
|
| 6. |
Laws
and regulations: Laws and regulations had been issued before the
effective
date of this agreement by central government of P.R.C. and/or individual
divisions of central government includes, but not limited to Company
Law
of P.R. China and Contract Law of
P.R.China.
|
NOW,
THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS:
1.
Transfer of interest
| 1.1 |
Subject
-matter of contract
|
Transferor
will transfer 70% shares of Dalian Zhuorui held by it to transferee.
| 1.2 |
Base
day
|
The
base
day is set as of
July
31th,
2007
| 1.3 |
Deadline:
|
Transferee
should pay transferor in full within
three
days
upon
the effective date herein whereas transferor should issue and deliver receipt
to
transferor within
five
days
upon
full payment made by the contra-party and the equity transfer has been approved.
2.
Acknowledgements and warranties
| 2.1 |
Transferor
acknowledges and warrants that
|
| 2.1.1 |
The
transferor is the sole legal owner of the subject-matter of contract
and
is qualified to disposal of the subject-matter of
contract.
|
| 2.1.2 |
The
transferor has never signed legal documents in any form or disposed
full
or part of subject-matter of contract herein in any form permitted
by Law
of P.R.China, which includes, but not limited to impawn, transfer,
trust,
release full or part of rights arising
from subject-matter of contract.
|
| 2.1.3 |
Transferor
shall not undersign legal document with third party in any form
or
disposed full or part of subject-matter of contract herein in any
form
permitted by Law of P.R.China, which includes, but not limited
to impawn,
transfer, trust, release full or part of rights arising from
subject-matter of contract after the signing of the agreement
herein.
|
| 2.1.4 |
Transferor
warrants that the subject-matter of contract is in accordance with
regulatory laws for transferring on and after the sign of the agreement
herein and no restrictions by virtue of transferor or any other
third
party will hinder share transfer, which includes, but not limited
to
frozen measures applicable to subject-matter of contract herein
conducted
by judicial body.
|
| 2.1.5 |
Transferor
warrants offering active assistance to transferee upon signing
of this
agreement includes, but not limited to modification of company
bylaw,
reconstruction of Board of Directors, filing amendment documents
with
relating authorities.
|
| 2.1.6 |
Transferor
warrants offering full set of documents and information of Dalian
Zhuorui
includes, but not limited to financial positions, operating conditions,
project development.
|
| 2.1.7 |
Transferor
warrants all licenses, approvals and authorizations that are necessary
to
operation of Dalian Zhuorui prior to transfer between
transferor and transferee are still valid and there is no potential
risks
relating to all invalidity of these documents preceding the
transfer.
|
| 2.1.8 |
Transferor
warrants there are no existing or contingent liabilities other
than those
explicitly indicated.
|
| 2.1.9 |
Transferor
warrants bearing all litigations or arbitrations arising from affairs
occur prior to the closing date.
|
| 2.2 |
Transferee
acknowledges and warrants
|
| 2.2.1 |
Transferee
is in consistence with regulatory laws as to accept subject-matter
of
contract prior to transfer and therefore there is no restriction
by virtue
of transferee will hinder the share
transfer.
|
| 2.2.2 |
Transferee
has sufficient fund to purchase subject-matter of contract
and it will make the payment to transferor at transfer price
as
stated in
the agreement.
|
3
Rights
and Obligations
| 3.1 |
From
the effective date of this agreement, transferor will lose 70%
of Dalian
Zhuorui shares and will no longer have rights and/or obligations
on this
part of ownership. Transferee will have benefits on new proportion
of
Dalian Zhuorui share and corresponding obligations under relating
laws of
P.R.China and bylaws
of Dalian Zhuorui.
|
| 3.2 |
Within
thirty
days
upon sign of this agreement, transferor and transferee should convene
Board Meeting and shareholders Meeting to inspect and approve
modifications made to company
bylaws.
|
| 3.3 |
Within
xxxxxx
days
upon sign of this agreement, transferor and transferee should jointly
perform reorganization of board of directors and complete all legal
documents as to share transfer.
|
| 3.4 |
Dalian
Zhuorui shall register with Industrial and Commercial Administration
Bureau relating to this share transfer under item 3.3
herein
in accordance with regulatory laws on
time.
|
4.
Confidential
Information
| 4.1 |
This
transfer agreement is strictly confidential between the parties
and
neither
of them shall disclose information obtained through the agreement
includes
but not limited to operating conditions, financial positions,
trade
secret, know how of transferor, transferee and Dalian Zhuorui
to other
party, except where and to the extent it is necessary under explicitly
stated by regulatory laws or relating authority.
|
|
4.2
|
Transferor
and transferee shall make the transfer transaction publicly available
in
unified form to ensure none of the parties experience damage in
goodwill.
The parties shall at all times treat as confidential and not disclose
to any third party without the prior consent of the other neither
in
oral
or written manner.
|
5.
Validation of
Agreement
| 5.1 |
The
effective date shall be the day on which all following documents
are
finished:
|
| 5.1.1 |
This
agreement will come into force on the date stated at the beginning
of this
agreement upon signature.
|
| 5.1.2 |
Transferor
shall fulfill all responsibilities to transferee prior to the effective
date as indicated herein.
|
| 5.1.3 |
Transferee
shall fulfill all responsibilities to transferor prior to the effective
date as indicated herein.
|
6. Force
Majeure
| 6.1 |
Force
majeure means any foreseeable events (hereinafter referred to as
“event”
or “events”) beyond the parties' control which prevent the performance of
any obligation under this contract. Force majeure includes, but
is not
limited to, strike, embargo, acts of government, riots, war, whether
declared or not declared, mobilization and requisition, fires,
floods.
|
| 6.2 |
Should
any party be directly prevented from performing this contract or
be
delayed in performing this contract by any event of force
majeure, the affected Party may suspend but the
suspending period
shall be equal to how long the unforeseeable event last. The party
delayed
by such event shall notify the other party without delay within
thirty
days
in written thereafter, provide detailed information regarding the
events
of force majeure and sufficient proof thereof, explaining the reason
for
its inability to perform or the delay in the performance of this
contract.
The party place such notice shall minimize the influence and potential
losses caused by the event to best of its
ability.
|
| 6.3 |
Shall
disputation arising from the occurrence of event herein or impact
on
performance of this agreement caused by event between the parties,
the
party who applies for suspension is obliged to the burden of
proof.
|
| 6.4 |
In
accordance with influence of Force Majeure, the party could not
perform
this agreement may exempt partially or fully from liability by
virtue of
Force Majeure. The party will not be free of liability in case
the event
occurs after the postponement.
|
7.
Breach
| 7.1 |
Shall
any party herein in breach of acknowledgements, warrants and
other obligations, it shall bear the liability and make indemnities
to the
other party if there are losses caused by it. The indemnities includes,
but not limited to all expenses of proceedings and solicitors.
|
| 7.2 |
If
transferor in breach of any obligation, acknowledgements and warrants
of
the agreement, it shall pay the penalty (20% of total transfer
price) to
transferee. If transferor can not transfer subject-matter of contract
to
transferee, it shall refund all payment make to transferor and
render
indemnities all direct and indirect losses to transferee, which
includes,
but not limited to all expenses of proceedings and solicitors for
this)
|
| 7.3 |
If
transferee in breach of any obligation, acknowledgements and warrants
of
the agreement, it shall pay the penalty (20% of total transfer
price) to
transferor. Transferee renders indemnities all direct and indirect
losses
to transferee, which includes, but not limited to all expenses
of
proceedings and solicitors for
this)
|
| 7.4 |
Shall
transferee unilaterally terminate this agreement after effective
date
illegally, transferor maintains the right to require penalty (20%
of total
transfer price). Shall transferor unilaterally terminate this agreement
after effective date illegally, transferee maintains the right
to require
penalty (20% of total transfer
price).
|
| 7.5 |
Transferee
remains the right to terminate this agreement if the transferor
did not
assist transferee complete all legal procedures includes, but
not limited
to registration of modification within days after this agreement
come into
force. Transferor should refund
all fund paid by transferee and render indemnities of all direct
or
indirect losses arising from this includes, but not limited to
all
expenses of proceedings and solicitors for this.
|
8. Miscellaneous
| 8.1 |
Amendment
of Agreement
|
Amendment
of this agreement requires consent in written of both parties shall. Contents
experience modifications and added to together consist of this agreement.
| 8.2 |
Partition
ability
|
If
any
provision of this agreement is held to be invalid by court or arbitration
of
competent jurisdiction, it will not affect the enforceability of other
provisions hereof.
| 8.3 |
Integrity
of the agreement
|
This
agreement consists of all statement and conventions and consequently, it
will
take place of all verbal or written statements, warrants, understandings
and
conventions made before sign of this agreement covers identical contents
herein.
Both parties acknowledge any statement or guarantees that not explicitly
expressed in this agreement will not compose a base of this agreement and
therefore can not be legislative authority for determination of rights and
obligations of the parties hereto and interpretation of agreement provisions
and
conditions.
| 8.4 |
Disputation
Resolution
|
The
parties hereto shall, first of all, settle any dispute arising from or in
connection with the agreement by friendly negotiations. Should such negotiations
fail, such dispute may be referred to the People’s Court having jurisdiction on
such dispute for settlement.
| 8.5 |
Appendices
|
The
following documents are attached to this agreement and should have the
same
legal binding force with the agreement.
| 8.6 |
Miscellaneous
|
This
agreement shall be held in six copies of the same form having equal legal
binding force and each party shall preserve two copies. One copy shall be
kept
for filing and one copy shall be filed to regulatory authority.
|
Signatory
Parties:
|
|
|
Transferor:
|
Transferee:
|
|
Legal
Representative:
|
Legal
Representative:
|
|
(or
authorized representative)
|
(or
authorized representative)
|
Date:
August 6th,
2007
