EXHIBIT 4.10
TRANSLATED FOR REFERENCE ONLY.
AGREEMENT ON EQUITY INTEREST OF PRIMALIGHTS III
AGRICULTURE DEVELOPMENT CO., LTD.
This "Agreement on Equity Interest of Primalights III Agriculture Development
Co., Ltd." (hereinafter referred as" this Agreement ") is signed by the
following parties on June 8, 2007 in Beijing :
PARTY A : China Xxxxxxx Xxxxxxxxxxxxx Holdings Limited (Chinese Characters), is
a comPANY Incorporated under the laws of Hong Kong Special Administrative
Region. Its registered address is Room B, 12th Floor, Ritz Plaza, 000 Xxxxxx
Xxxx, Xxxxxxxxxxx, Xxxxxxx, Xxxx Xxxx;
PARTY B : Primalights III Agriculture Development Co., Ltd. (hereinafter may be
referred to as "P3A"), is a company established under the laws of People's
Republic of China (hereinafter referred to as "China"). Its registered address
is Middle Area of Highway 73, Zhuangershang Upper Village, Huangling Rural,
Xiaodian District, Taiyuan, Shanxi Province;
PARTY C : Taiyuan Relord Enterprise Development Group Co., Ltd. (Chinese
Characters), is A company established under the laws of China. Its registered
address is 000 Xxxxxx Xxxx Xxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxx Xxxx;
PARTY D : Shanxi Chuanglong Technology Investment Co., Ltd. (Chinese
Characters), is a company registered under the laws of China. Its registered
address is 0xx Xxxxx, Xxxx Xxxxxxxx, 000 Xxxxxxxx Xxxx, Xxxx-xxxx Zone, Taiyuan
City;
PARTY E : Zhang Mingshe, a Chinese citizen, ID card number: 000000000000000;
PARTY F : Yan Lv, a Chinese citizen, ID card number : 000000000000000000;
PARTY G : Xxx Xxxxxx, a Chinese citizen, ID card number: 000000000000000000;
PARTY H : Xxxx Xxxxxxx, a Chinese citizen, ID card number: 130224670510033;
PARTY I : Xue Zhixin, a Chinese citizen, ID card number: 140102621023081; and
PARTY J : Xx Xxxx, a Chinese citizen, ID card number: 000000000000000000.
WHEREAS :
1. Party A and Party B (hereinafter referred to as "P3A") signed a "Purchase
Agreement" ( hereinafter referred to as the "Purchase Agreement ") on October 2,
2003;
2. At the time the "Purchase Agreement" is signed, Parties C, D, E, F and G were
P3A's shareholders, together holding 100% shares of P3A;
Now, the parties, by friendly consultations, have reached unanimity regarding
the equity shares of P3A as follows:
I. Party A, P3A, Parties C, D, E, F and G jointly state, represent and confirm
that:
i. Parties C, D, E, F and G (hereinafter collectively as the "Original
Shareholders"), according to the request of Party A, signed the share transfer
agreement with Parties E, H, I and J (Parties E, H, I and J hereinafter may be
referred to as the "Designee"), and completed the procedures of change of
business registration. The Designees have become the legal equity owners of P3A,
in which, Party E holds 5%, Party H holds 30%, Party I holds 25%, Party J holds
40%.
ii. From January 1, 2004 to the completion of the aforesaid share transfer,
Original Shareholders of each party, when exercising its related equity right of
P3A's equity (including, but not limited to, voting in the shareholders meeting
of P3A regarding the appointment of P3A directors, etc.), have sought for and
executed under Party A's instructions. Each Original Shareholders, after
receiving the allocated dividends or other distributions from P3A, have
transferred all such dividends and other distributions to Party A voluntarily;
and
iii. Party A has already performed the obligations under any agreements entered
by and among Party A and any party or parties of the Original Shareholders
regarding P3A's equity; including but not limited to, the Original Shareholders
have already received all the equity transfer fee involving the sale of 100% of
P3A's equity shares. The Original Shareholders further confirm that, if Party A
owes any obligations to the Original Shareholders under any related agreements
that Party A requires to perform but have not performed or have not completely
performed, the Original Shareholders have already exempted Party A from such
obligations and waived any and all related rights. Since October 2, 2003, no
event of default or expected event of default has occurred among the parties;
iv. Party A and Party B confirm that the obligations under the "Purchase
Agreement" have either been performed or exempted by the other side until the
date that this Agreement is signed for any pending or performed obligations
under the "Purchase Agreement" (except otherwise specified herein). From October
2, 2003 until now, no event of default or expected event of default has occurred
among the parties.
II. Parties E, H, I and J shall elect and cause the candidate nominated by
Aero-Biotech Science and Technology Co., Ltd. ("Aero-Biotech"), Party A's
wholly-owned subsidiary, to be appointed as the director of P3A, and grant the
shareholder voting rights in the shareholders meeting to the designated persons
designated by Aero-Biotech for execution. Meanwhile, without the prior written
consent of Party A, Parties E, H, I and J shall not engage in the following
activities:
i. Sell or transfer his equity share in P3A;
ii. Create a pledge, other security interest or other third party rights over
P3A's equity;
iii. Dispose P3A's equity in any other way.
III. Within the permitted scope and extent of Chinese laws and with reference to
the normal arrangements of similar transactions of this kind, Parties E, H, I
and J shall, at the request of Aero-Biotech, enter with Aero-Biotech and cause
P3A and Aero-Biotech to enter into a service agreement, equity pledge agreement,
exclusive call option agreement, etc. satisfactory to Aero-Biotech. For example,
Parties E, H, I, J and P3A should undertake the following undertakings in the
relevant agreements:
Except for the contracts entered during the normal course of business, P3A
shall not enter into any material contracts without the prior written
consent of Aero-Biotech;
P3A shall not distribute dividends in any form to its shareholders without
the prior written consent of Aero-Biotech; Parties E, H, I and J shall
appoint the person nominated by Aero-Biotech as a director of P3A.
IV. This Agreement shall become effective immediately after the signing by each
parties. After it becomes effective, it shall supersede all P3A-related oral or
written agreements, understandings or arrangements reached by any party or
parties of Party A and P3A, Original Shareholders or the Designee, including,
but not limited to the "Purchase Agreement".
V. This Agreement shall be governed and construed by Chinese laws.
VI. In the event any disputes arising out of this Agreement, each party shall
resolve such dispute through amicable consultation. Should the relevant
resolution cannot be reached, the parties may submit the case to China
International Economic and Trade Arbitration Commission, in accordance with its
then effective arbitration rules, for arbitration. The venue of the arbitration
shall be in Beijing. The arbitral award shall be final and binding upon all
parties.
(No text below.)
IN WITNESS WHEREOF, this Agreement is executed by all parties or their legal
representative or authorized representative on the date first above written.
Party A : China Xxxxxxx Xxxxxxxxxxxxx Holdings Limited
Signed /s/
----------------------------------------
[Seal: China Xxxxxxx Xxxxxxxxxxxxx Holdings Limited]
Name :
Title :
Party B : Primalights III Agriculture Development Co., Ltd.
Signed /s/
----------------------------------------
[Seal: Primalights III Agriculture Development Co., Ltd.]
Name :
Title :
Party C : Taiyuan Relord Enterprise Development Group Co., Ltd.
Signed /s/
----------------------------------------
[Seal: Taiyuan Relord Enterprise Development Group Co., Ltd.]
Name :
Title :
Party D : Shanxi Chuanglong Technology Investment Co., Ltd.
Signed /s/
----------------------------------------
[Seal: Shanxi Chuanglong Technology Investment Co., Ltd.]
Name :
Title :
Party E : Zhang Mingshe
/s/ Zhang Mingshe
----------------------------------------
Party F : Yan Lv
/s/ Yan Lv
----------------------------------------
Party G : Xxx Xxxxxx
/s/ Xxx Xxxxxx
----------------------------------------
Party H : Xxxx Xxxxxxx
/s/ Xxxx Xxxxxxx
----------------------------------------
Party I : Xue Zhixin
/s/ Xue Zhixin
----------------------------------------
Party J : Xx Xxxx
/s/ Xx Xxxx
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