STOCK TRANSFER AGREEMENT
Exhibit
10.1
THIS
STOCK TRANSFER AGREEMENT ("agreement") is entered into as of the May 31, 2008,
by and between Shaanxi Hede Venture Capital Management Co., Ltd. ("seller")
and
Shaanxi Tianren Organic Food Co., Ltd. (the "purchaser").
NOW,
in
consideration of the mutual covenants and conditions herein contained, and
other
good and valuable consideration, the parties hereto do hereby agree as
follows:
1.
Transfer of Shares. Hereby the seller agrees to transfer its own 100% stock
ownership of Huludao Wonder Fruit Co., Ltd. (hereinafter referred to as “Huludao
Wonder Company”) to the purchaser. The purchaser agrees to buy the 100% stock
ownership of Huludao Wonder Company owned by the seller.
2.
Price
and Payment. The total price of the transferred stock is RMB 48,250,000 and
the
payment should be made within 7 working days after this agreement is
signed.
3.
Rights
and Regulations. The purchaser will hold the rights and regulations as the
shareholder of Huludao Wonder Company after this stock transfer and reassignment
of the stock are finished.
4.
Representations, Warranties and Covenant.
(1)
The
seller hereby represents and warrants to the purchaser that when signing this
agreement:
The
information and statement about the assets, machines and equipment and
affiliated facilities of Huludao Wonder Company provided by the seller are
true
and that no material facts have been misstated.
(2)
The
purchaser hereby represents and warrants to the seller that when signing this
agreement
the
payment should be made according to this agreement.
(3)
The
seller should make the effort to cooperate with the related parties e.g. Bank
and Business Administration Agencies or Tax Agencies at all levels to accelerate
the operation of Huludao Wonder Company.
5.
Breach
of Agreement.
Each
party shall fully and duly perform its obligations under this agreement. In
the
event that one party violates any clause, representation, guarantee or covenant
of this agreement, it shall compensate 30% of the total purchase price to the
other party for its breach of contract.
6.
Applicable Law and Dispute Resolution.
|
(1)
|
The
execution, effectiveness, interpretation, enforcement and resolution
or
this agreement and disputes arising from or of this agreement shall
be
subject to PRC laws and administrative
regulations.
|
|
(2)
|
Any
disputes arising from or related to this agreement shall be resolved
through friendly negotiation first.
|
|
(3)
|
In
the event no settlement is achieved after friendly negotiation, such
disputes may be submitted to the local People’s
Court.
|
7.
Miscellaneous.
(1)
This
agreement will come into effect since the date that this agreement was
signed.
(2)
This
agreement constitutes the entire agreement among the parties with respect to
the
subject matter hereof and supersedes all prior agreements.
(3)
The
failure of either party to perform all or part of the obligations under the
agreement due to force majeure (including but not limited to the change of
law
and related policy) shall not be deemed as breach of contract.
(4)
This
agreement may be amended or modified only by an instrument in writing duly
executed by both parties.
(5)
This
agreement is executed in Chinese and in two originals.
Shaanxi
Hede Venture Capital Management Co., Ltd.
CEO:
Yongke Xue
Shaanxi
Tianren Organic Food Co., Ltd.
CEO:
Hongke Xue
