Equity Transfer Agreement translation
translation
Seller:
Shenzhen Yuanzheng Investment Development Co., Ltd. (hereinafter referred to
as
“Party A”)
Address:
Shenzhen High Technology Industry Zone, Shenzhen, Guangdong
Province
Authorized
Representative: Xx. Xxxxxxxxx Xxxx,
Title:
Chairman of the Board
Buyer:
Hubei
Tongji Xxxxx Ebei Pharmaceutical Co., Ltd. (hereinafter referred to as “Party
B”)
Address:
Sanlihe, Guangshui City, Hubei Province
Authorized
Representative: Xxxxxx Xxx
Title:
Chairman of the Board
Whereas,
1. Shenzhen
Sibiono Gene Tech Co., Ltd (“Sibiono”), a corporation established and validly
exists under the law of the PRC, was established in Shenzhen on March 9, 1998.
The business entity registration certificate No. is 4403011033200;
Party A
holds 27.57% of the equity interests of Sibiono (hereinafter referred to as
“Transferred Equity”)
2. Party
B
is a corporation established and validly exists in 【Guangshui
City, Hubei Province under
the
law of the PRC.
3. Party
A
agrees to transfer 27.57% of the equity interest of Sibiono to Party B; Party
B
agrees to acquire the above equity interest.
In
accordance with the Company Law of the Peoples Republic of China, the Contract
Law of the People's Republic of China, the Provisional Regulations on Investment
By Foreign-funded Enterprises and other relevant laws and regulations, in
relation to the equity transfer, both parties hereby agree as
follows:
Article
One Definitions
In
this
Agreement, unless is specially defined in this Agreement, the terms have
following meanings:
|
“This
Agreement”
|
The
Agreement signed by Party A and B in relation to Equity interest
of
Sibiono in Shenzhen on March 31, 2007
|
|
|
“Both
Parties”
|
Party
A and B collectively in this Agreement
|
|
|
“Transferred
Equity”
|
The
27.57% of the equity interest of Sibiono which is transferred by
Party A
to Party B
|
|
|
“Purchase
Price”
|
The
purchase price of the Transferred Equity which is provided by Evaluation
Report of Shenzhia Great Certified Accounting Firm on evaluation
base day
on August 31, 2006
|
|
|
“Agreed
Price”
|
The
price which Party B agrees to pay to Party A
|
|
|
“Closing”
|
The
closing of the transfer of the Transferred
Equity
|
1
Article
Two
Transfer of the Transferred Equity
2.1
In
accordance with the conditions and terms set forth in the Agreement, Party
A
agrees to transfer the Transferred Equity to Party B and Party B agrees to
purchase the Transferred Equity.
Article
Three
Purchase Price
3.1 The
Purchase Price of the Transferred Equity is RMB28,740,000, in accordance with
the evaluation report provided by Shenzhia Great Certified Accounting Firm
on
the evaluation base day of August 31, 2006.
Article
Four Closing
4.1 Party
B
shall pay to Party A the total Agreed Price of an amount of RMB28,740,000 before
April 30, 2007.
4.2 After
the
registration of the Transferred Equity in local administration of industry
and
commerce, Party B shall acquire all the Transferred Equity and all the interests
of the Transferred Equity in accordance with the rules and regulations of the
PRC and be entitled to relevant rights and obligations set forth in the Article
of Incorporation of Sibiono.
Article
Five Representations
and Warranties
5.1
Representations
and Warranties of Party A
| 5.1.1 |
Party
A is a legal entity established and legally existing under the laws
of the
PRC;
|
| 5.1.2 |
The
execution and implementation of the Agreement does not violate laws
or
regulations which are applicable to Party A, or any important contracts
or
agreements in which Party A is one of the parties, or any important
contracts or agreements which are binding upon Party A’s properties;
|
| 5.1.3 |
There
is no existing or potential suit, arbitration or preliminary hearing
affecting the execution of this Agreement or Party A’s ability to perform
the Agreement;
|
2
| 5.1.4 |
All
the representations and warranties by Party A are true, authentic,
and
complete as of the execution day. Party A acknowledges that all the
warrants the representations shall be true, authentic, and complete
until
the closing.
|
| 5.1.5 |
The
Transferred Equity is legally owned by Party A. As of the execution
of
this Agreement, the Transferred Equity, free and clear of all pledges,
other encumbrances, any freeze due to any judicial or administrative
adjudication, can be transferred to Party B legally in accordance
with the
laws of the PRC.
|
| 5.1.6 |
Sibiono,
a limited liability corporation established under the laws of the
PRC,
legally exists since its establishment, has no consequences or obstacles
which cause liquidation, determination or non-existence.
|
| 5.1.7 |
Party
A acknowledges to procure the transfer of the Transferred Equity
in
accordance with the Article of Incorporation of Sibiono and the
preparation of all the documents.
|
| 5.1.8 |
Party
A shall not sell all or part of the equity interest to any third
party or
set any third party interest in any form from the execution of Agreement
to the registration of the Transferred Equity in local administration
of
industry and commerce.
|
5.2
Representation
and Warranties of Party B
| 5.2.1 |
Party
B is a legal entity which is established and validly exists under
the laws
of the PRC;
|
| 5.2.2 |
Party
B are entitled and authorized to sign the Agreement. The authorized
representative has been authorized by Party
B;
|
| 5.2.3 |
The
implementation of the Agreement does not violates Party B’s Article of
Incorporation or any applicable laws and regulations, or any important
contracts or agreements in which Party B being a party or which is
binding
on the property of Party B;
|
| 5.2.4 |
All
the representations and warranties of Party B are true authentic
and
complete. Party B acknowledges that all the warrants the representations
shall be true, authentic, and complete until the
closing.
|
3
Article
Six Rights
and Obligations
6.1
Rights
and Obligations of Party A
| 6.1.1 |
Party
A has the right to ask for the payment of agreed price by Party B
according to the Agreement;
|
| 6.1.2 |
Party
A shall procure the pass of the shareholder resolution to transfer
the
Transferred Equity in accordance with the laws of the PRC and the
Article
of Incorporation of Sibiono;
|
| 6.1.3 |
Party
A shall assist Party B to acquire all the approving and registration
documents before April 1, 2007, including but not limited to consent
letters with regard to the state-owned property and registration
in local
administration of industry and
commerce.
|
| 6.1.4 |
Other
rights and obligations set forth in the
Agreement.
|
6.2
Rights
and Obligations of Party B
| 6.2.1 |
After
the registration of the Transferred Equity in local administration
of
industry and commerce, Party B shall have all the rights regarding
the
Transferred Equity and all the derived interests, and be entitled
to
undertake the rights and obligations stipulated in the Article of
Incorporation of Sibiono.
|
| 6.2.2 |
Party
B shall pay the agreed price in full to Party A according to the
terms of
this Agreement.
|
| 6.2.3 |
Other
rights and obligations set forth in the
Agreement.
|
Article
Seven Confidentiality
7.1
Neither
party shall leak or divulge any information related to this Agreement, nor
identification of the other party, nor any business secrets.
Article
Eight Amendment
and Termination of the Agreement
8.1 Amendment
of the Agreement
Any
modification or amendment is invalid without a signed agreement by both parties
in written.
8.2 Termination
of the Agreement
4
8.2.1
When
any
of the following circumstances occurs, the Agreement can be terminated with
a
written consent of both parties:
| (1) |
From
the execution of the Agreement to the closing, the applicable laws
and
regulations are modified or changed which therefore substantially
affect
the performance of the Agreement, and both parties fail to make a
mutual
agreement;
|
| (2) |
An
event of Force Majeure occurs, which affect the performance of the
Agreement;
|
| (3) |
Other
situations in which both parties agree to terminate the
Agreement
|
Article
Nine Liability
for Breach of Contract
9.1 Party
B
is entitled to terminate the Agreement and Party A shall pay for the loss and
damage of Party B in the event that Party A fail to transfer the Transferred
Equity as prescribed in the Agreement;
9.2 Party
A
is entitled to terminate the Agreement and Party B shall pay for the loss and
damage of Party A in the event that Party B fails to fully pay for the
Transferred Equity.
9.3 Each
party shall be regarded as breaching the Agreement after the execution of the
Agreement in the event that each party fails to implement the obligations or
makes any false statement. The party who breach the Agreement shall pay for
all
the losses and damages of the other party.
9.4 The
liability for breach of the Agreement shall not be exempted due to the closing
or termination of the Agreement.
Article
Ten Force
Majeure
10.1 Force
Majeure shall mean all events, which were unforeseeable at the time this
Agreement is signed, the occurrence and consequences of which cannot be avoided
or overcome, including but not limited to acts of government or army force,
natural phenomenon, earthquakes, fire, flood, strikes or war.
10.2 In
an
event of Force Majeure occurs, a Party’s obligations under this Agreement
affected by such an event shall be not assumed the liability of breach of the
Agreement. However, the Party claiming Force Majeure shall inform the other
Party in writing within 14 days. The affected Party shall use all reasonable
endeavors to minimize the consequences of such Force Majeure.
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Article
Eleven Expenses
11.1 Party
A
and B shall bear the taxes and expenses due to the implementation of the
Agreement. The taxes and expenses which are not clearly defined by the law
shall
be born equally by both parties.
Article
Twelve Applicable
laws and Settlement of Disputes
12.1 The
conclusion, effect, explanation, implementation and settlement of disputes
shall
be applicable to the rules and regulations of the PRC.
12.2 Any
dispute or claim arising out of this Agreement shall be negotiated by both
parties. If both parties fail to make a mutual agreement, the dispute shall
be
referred to Wuhan Arbitration Commission and be decided according to the
effective rules. The decision is final and binding on both Parties.
Article
Thirteen
Effectiveness of the Agreement
13.1 This
Agreement shall come into effect on April 1, 2007 upon the execution by
authorized representatives of both parties.
Article
Fourteen Miscellaneous
14.1 Items
which are not mentioned in this Agreement shall be signed in Supplemental
Agreement and come into effect when executed by both parties. The Supplemental
Agreement is equally valid.
14.2 This
Agreement is written in Chinese.
14.3 This
Agreement has four copies, each of which has the same legal force and
effect.
In
witness whereof, each of the parties has caused this Agreement to be executed
by
the duly authorized officers as of the date first above written.
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Seller
(Party A): Shenzhen Yuanzheng Investment Developmetn Co.,
Ltd.
______________________
(Signature)
Buyer
(Party B): Hubei Tongji Xxxxx Ebei Pharmaceutical Co., Ltd.
(Stamped)
Authorized
Representative: _______________ (Signature)
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