Agreement
EXHIBIT
10.1
Agreement
THIS
AGREEMENT (“Agreement”) is entered into on14th July, 2008 by and
among:
Moneyeasy Industries Limited
(Liguang Industrial Co., Ltd. “Moneyeasy”), a company duly established and
existing according to the law of Hong Kong Special Administrative Region (“Hong
Kong”), People’s Republic of China (“China”);
Domestic Shareholders (listed
in Annex I thereof, “Shareholders”), all the original domestic shareholders of
Wuhan Tallyho Biological Product Co., Ltd. and Wuhan Polypeptide Anti-aging
Research Co., Ltd. (for the purpose of this Agreement, domestic excludes Hong
Kong and Macao Special Administrative Regions and Taiwan Province);
Wuhan Tallyho Biological Product Co.,
Ltd. (“Tallyho”), a wholly foreign owned enterprise duly established and
existing under the laws of China; and
Wuhan Polypeptide Anti-aging Research
Co., Ltd. (“Anti-aging”), a wholly foreign owned enterprise duly
established and existing under the laws of China.
(Moneyeasy,
Shareholders, Tallyho and Anti-aging are hereinafter collectively referred to as
“Parties” and individually as “Party”.)
WHEREAS
1. Moneyeasy
has already concluded an Equity Acquisition Agreement (“Acquisition Agreement”)
with all the original shareholders of Tallyho and all the original domestic
shareholders of Anti-aging respectively. Such Acquisition Agreement
has already been approved by Wuhan Commerce Bureau.
2. All
the Parties have completed the relevant examination, approval and registration
formalities relating to the Acquisition Agreement. Tallyho and
Anti-aging have already been transformed into wholly foreign owned
enterprises.
3. According
to the Acquisition Agreement, Moneyeasy shall pay considerations for the equity
interests in the amounts of RMB 40,230,000 and RMB 4,800,000 to all the original
shareholders of Tallyho and all the original domestic shareholders of
Anti-aging, respectively. The total consideration for the equity
interests (“Equity Consideration”) is RMB 45,030,000. The Equity
Consideration has not yet been paid by Moneyeasy.
4. The
Domestic Shareholders agree to invest the respective Equity Consideration into
Tallyho and Anti-aging so as to make continuous development of such
companies.
NOW, THEREFORE, the
Shareholders and Moneyeasy agree as follows:
1. All
the Parties agree that the Equity Consideration shall be paid by Moneyeasy to a
bank account co-managed by all the Parties. The Shareholders shall
use the Equity Consideration to register a new domestic limited liability
company (“NewCo”) in the People’s Republic of China (excluding Hong Kong, Macao
and Taiwan) within _15__ days after
payment of the Equity Consideration by Moneyeasy. The registered
capital of the NewCo will be RMB 45,030,000 and shall be contributed in one
installment when the NewCo is established.
2. All
the Parties agree that, after establishment of the NewCo which shall be judged
on the basis that its business license and tax registration certificates have
been issued and its total registered capital has been duly contributed, the
Shareholders shall, immediately, transfer 100% of the equity interests they will
hold in the NewCo to Tallyho and Anti-aging in a nominal consideration of RMB
one yuan, and coordinate with Tallyho and Anti-aging to complete the relevant
industrial and commercial registration relating to such acquisition, and
meanwhile, assure that Tallyho will hold 89.34% of the equity interests in the
NewCo and Anti-aging will hold 10.66% of the equity interests in the
NewCo.
3. This
Agreement shall take into effect upon signatures or seals by the
Parties. Should the Shareholders breach the warranties specified
hereof, Moneyeasy, Tallyho and Anti-aging are jointly or individually entitled
to claim and take actions against the Shareholders or request the Shareholders
to continue to perform this Agreement.
4. Any
disputes arising from this Agreement or relating to this Agreement shall be
resolved through friendly consultation by the Parties. In case the
disputes can not be resolved through consultation within 30 working days after
occurrence of the disputes, either Party is entitled to submit such disputes to
China International Economic and Trading Arbitration Commission for
arbitration. The arbitration shall be conducted in Shanghai and in
Chinese. The arbitration awards shall be final and have binding
effect on all the Parties.
[The
following of this page is intentionally left blank]
2
The
following is the signature page.
|
|
|
|||
|
By:
Xxxx Xxxxxxxxx
|
By:
Xxx Bangfu
|
|||
|
|
|
|||
|
By:
Xx xxxxxx
|
By:
Wang Ajing
|
|||
|
|
|
|||
|
By:
Gu Shengbin
|
By:
Xxxx Xxxx
|
|||
|
|
|
|||
|
By:
Li Hanxin
|
By:
Mo Chaohui
|
|||
|
|
|
|||
|
By:
Xx Xxx
|
By:
Xxxx Xxxxx
|
|||
|
|
|
|||
|
By:
Xxx Xxx
|
By:
Xxxxx Xxxx
|
|||
|
Gaodelasi
(Beijing) International Anti-aging
|
||||
|
Science
Institute Co., Ltd.(Seal)
|
||||
|
|
||||
|
|
||||
|
By:
Yan Shengfan
|
By:
|
|||
|
Guangzhou
Hopsun Polypeptide Biological
|
Moneyeasy
Industries Limited (Seal)
|
|||
|
Science
and Technology Co., Ltd.(Seal)
|
||||
|
|
||||
|
|
By:
|
|||
|
By:
|
||||
|
Wuhan
Tallyho Biological Product Co., Ltd.
|
Wuhan
Polypeptide Anti-aging Research
|
|||
|
(Seal)
|
Co.,
Ltd. (Seal)
|
|||
|
|
|
|||
|
By:
|
|
By:
|
||
3
Annex
I Lists of Shareholders
4
