SUBSCRIPTION AGREEMENT
Exhibit
10.14
For
reference only. In case there is any discrepancy in the contents between
the
English
and the Chinese versions, the Chinese version shall
prevail.
Parties:
Party
A1
(vendor): Mr. Song Jinan, a shareholder of Shanghai Shining Biotechnology
Co.
Ltd.;
Party
A2
(vendor): Ms. Xxx Xx, a shareholder of Shanghai Shining Biotechnology Co.
Ltd.;
Party
A3
(vendor): Xx. Xxxxx Xxxxx, a shareholder of Shanghai Shining Biotechnology
Co.
Ltd.;
Party
A4
(vendor): Xx. Xxx Yihong, a shareholder of Shanghai Shining Biotechnology
Co.
Ltd.; and
Party
A5
(vendor): Shanghai Shengyuan Estate Co. Ltd, a shareholder of Shanghai Shining
Biotechnology Co. Ltd.;
and
Party
B
(purchaser): SINOSMART GROUP INC.
Place
of
incorporation: the British Virgin Islands
Legal
representative: Xx. Xxxx Xxx Xxxx
Designation:
Executive Director
Nationality:
Hong Kong, China
Shanghai
Shining Biotechnology Co. Ltd (“Shining” or “Company”) is a domestic joint
venture enterprise and was established on 20th
August
1999 with the registered capital of RMB 20,480,000. Shining is engaged in
manufacturing of the microbial capsule and functional food (excluding of
drug);
sales of chemical products (excluding of dangerous goods), research and
development of drugs, nonferrous metals and garments; and the operation of
the
exported business of the Company’s products and the imported business of
required plant and machinery, accessories, raw materials and auxiliary
materials. The Company is included the corporate shareholders of Shining.
The
shareholders and their shareholding are Mr. Song Jinan (50%), Ms. Xxx Xx
(29.50%), Xx. Xxxxx Xxxxx (15%), Xx. Xxx Yihong (5%) and Shanghai Shengyuan
Estate Co. Ltd (0.50%) respectively. As of the date of the Agreement, the
net
assets value of the Company is RMB18, 320,000. By the resolution of the board
of
directors of Shining, it agreed all the Parties A to transfer the entire
equity
interest of Shining to Party B with the consideration. Party A1, Party A2,
Party
A3, Party A4, Party A5 and Party B shall enter this Agreement. The terms
and
conditions are as follows:-
1.
It
agreed the shareholders of Shanghai Shining Biotechnology Co. Ltd to transfer
the entire equity interest of Shining to Sinosmart Group Inc. The substance
of
the Company shall change from domestic enterprise to the wholly foreign owned
enterprise.
(i)
it
agreed with Mr. Song Jinan to transfer all of his shares of the Company,
represented 50% shareholding of the Company, to Sinosmart Group Inc. in the
consideration of RMB9,160,000;
(ii)
it
agreed with Ms. Xxx Xx to transfer all of her shares of the Company, represented
29.50% shareholding of the Company, to Sinosmart Group Inc. in the consideration
of RMB5,404,400;
(iii)
it
agreed with Xx. Xxxxx Xxxxx to transfer all of his shares of the Company,
represented 15% shareholding of the Company, to Sinosmart Group Inc. in the
consideration of RMB2,748,000;
(iv)
it
agreed with Xx. Xxx Yihong to transfer all of her shares of the Company,
represented 5% shareholding of the Company, to Sinosmart Group Inc. in the
consideration of RMB916,000; and
(v)
it
agreed with Shanghai Shengyuan Estate Co. Ltd to transfer all of its shares
of
the Company, represented 0.50% shareholding of the Company, to Sinosmart
Group
Inc. in the consideration of RMB122, 800.
2.
The
consideration should be paid on the following terms and
method.
After
the
Agreement is approved by the authority in China, Party B shall pay in full
amount at once to Party A1, Party A2, Party A3, Party A4 and Party A5 within
three months. The full consideration shall be paid by equivalent US dollar
in
the method of cash remittance.
3.
One of
the Parties A shall handle the process of instrument of
transfers.
4.
After
the approval of the authority in China and obtaining the registered business
license, Party A1, Party A2, Party A3, Party A4 and Party A5 shall not possess
any interests of Shining and shall not liable to any liabilities and debts
of
Shining. Meanwhile, Party B shall possess the interests of Shining and liable
to
the debts of Shining.
5.
Breach
of the Agreement
(a)
If
Party B did not pay the full amount of the consideration on the due date,
Party
B shall pay the extra charges which is on 0.5% of the outstanding balance
of the
payment as a fine, to Party A1, Party A2, Party A3, Party A4 and Party
A5.
(b)
If
the overdue payment is more than 30 days, Party A1, Party A2, Party A3, Party
A4
and Party A5 have a right to terminate the Agreement, then Party B shall
cover
all the loss of Party A1, Party A2, Party A3, Party A4 and Party
A5.
6.
Disputation.
Both
parties shall carry out the Agreement on bona fide and faithful performance.
In
case of any dispute on the performance, both parties shall negotiate to resolve.
If both parties cannot compromise in the negotiation, either party have the
right to go to the Pudong New District Court for the
arbitration.
7.
The
Agreement will be effective along with the authorized approvals and seals
and
signatures by both parties.
8.
Amendment and Modification.
Both
parties would negotiate to reach a supplemental agreement for any amendment
and
modification. The supplemental agreement and this Agreement are legally binding.
There shall be 11 signed copies in which one copy will be distributed for
each
of Parties A and Party B, two copies will be filed to approval authority
and the
Industrial and Commercial Department in China and the rest copies will be
retained for the further use.
Signing
Parties,
Party
A1
(Vendor): /s/
Song Jinan________________(Signature)
Mr.
Song
Jinan
Party
A2
(Vendor): /s/
Yan Li_______________(Signature)
Ms.
Xxx
Xx
Party
A3
(Vendor): /s/
Xxxxx Weida_______________(Signature)
Xx.
Xxxxx
Xxxxx
Party
A4
(Vendor): /s/
Yan Yihong_____________(Signature)
Xx.
Xxx
Yihong
Party
A4
(Vendor): /s/
Xxx Xxx Xi (Co.Chop)
Legal
representative
Shanghai
Shengyuan Estate Co. Ltd.
Party
B
(Purchaser): SINOSMART GROUP INC
Legal
representative or Authorized representative:
/s/
Xxxx
Xxx Xxxx (Signature)
Signing
Date: 11-August-2005
