EXHIBIT 4.1
STOCK TRANSFER AGREEMENT
TRANSFERS:
PARTY A: Qiu Xueliang ID No. 230103550805421, resides at Xx.0 Xxxxxxxx Xxxxxx,
Xxxxxxx Xxxxxxxx, Xxxxxx, Xxxxx.
PARTY B: Zhu Lei, ID No. 000000000000000000, resides at Xx. 000, Xxxxxxx
Xxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx, Xxxxx.
PARTY C: Feng Yuliang, ID No. 230107671211155, resides at Building 21,Xuanxi
Community, Nangang District, Harbin, China.
PARTY D: Lv Rongzhao, ID No. 230103550212422, resides at Xx.000-0, Xxxxxxxx 00,
Xxxxx Xxxxxx of Provincial Committee, Nangang, Harbin, China.
PARTY E: Zhuang Chengchun, ID No.000000000000000000, resides at Xxxxxxxx 0
Xxxxx Xxxxxxxxx, Xxxxx Xxxxxxxx, Xxxxxx, Xxxxx.
TRANSFEREE: Asia Biotechnology Group Inc., the registration address is P.O. Box
957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin
Islands. (" ABG")
In accordance with the Company Law of the People's Republic of China and the
proposed stock purchase plan, after negotiation among the above-mentioned
Parties, all Parities hereby agree on the following issues in connection with
the transfer of stocks of Harbin OT Pharmaceutical Co., Ltd..
ARTICLE ONE Harbin OT Pharmaceutical Co. Ltd. is a limited liability company
organized by five natural persons Qiu Xueliang, Xxxx Xx Xxxxx, Xxx Xxx, Lv
Rongzhao, Zhang Chengchen by totally investing 30 million RMB; among which, Qiu
Xueliang representing 28% ( 8,400,000RMB); Zhu Lei representing 25%
(7,500,000RMB); Feng Yuliang representing 22%( 6,600,000RMB); lv Rongzhao
representing 20% (6,000,000RMB); and Zhuang Chengchun representing
5%(1,500,000RMB);
ARTICLE TWO Based on the "***[2005] *1305010*" Asset Evaluation Report issued
by Harbin Gongzheng Asset Evaluation Firm on August 11, 2005, transferee and
all Transferors agree on the transfer the equity interests of the net asset RMB
8,834,900; Party A, B, C, D and E shall transfer the following equity
interests:
Xx. Xxx Xueliang is willing to transfer his 16.8% equity interests of the
registered capital ( 5040000RMB) and the relative rights, obligations and
profits to ABG at the consideration of 1,484,263.20 RMB;
Xx. Xxx Lei is willing to transfer his 15% equity interests of the registered
capital ( 4500000RMB) and the relative rights, obligations and profits to ABG
at the consideration of 1,325,235.00RMB;
Xx. Xxxx Yuliang is willing to transfer his 13.2% equity interest of the
registered capital (3960000RMB) and the relative rights, obligations and
profits to ABG at the consideration of 1,166,206.80RMB;
Ms Lv Rongzhao is willing to transfer her 12% equity interests of the
registered capital and the relative rights, obligations and profits to ABG at
the consideration of 1,060,188.00RMB;
Xx. Xxxxxx Chengchun is willing to transfer his 3% equity interests of the
registered capital and the rights, obligations and profits to ABG at the
consideration of 265,047.00RMB.
ABG shall pay US Dollars equally to the RMB 5,300,940 ( in accordance with the
current PRC's foreign exchange rate) in cash to purchase the above mentioned
equity interests.
ARTICLE THREE ABG is willing to purchase equity interests from all of the
transferor Parties; after the transaction, ABG shall hold 60% equity interests
of the company's registered capital and enjoy the relative rights, obligations
and profits .
ARTICLE FOUR Within three months after the Company changes the business license
as the joint venture company, ABG shall pay the consideration to Party A,B, C,
D and E.
ARTICLE FIVE After the transaction, ABG shall become one of the shareholders of
the Harbin OT Pharmaceutical Co., Ltd. and shall enjoy the rights as the
shareholder.
ARTICLE SIX After the Transaction, the percentage of individual shareholders of
the Company shall be Qiu Xueliang representing 11.20%, Zhu Lei representing
10.00%; Feng Yuliang representing 8.80%; Lv rongzhao representing 8.00%; Zhuang
chengchun representing 2.00%; and ABG representing 60% of the equity interests.
ARTICLE SEVEN In 30 days after the signing of the agreement, all parties shall
report to the examination and approval authority for approval and change the
business license. All parties shall cooperate with others.
ARTICLE EIGHT If any party fails to perform this agreement, it shall pay a
breach penalty as 5% of this agreement's total consideration to other parties.
ARTICLE NINE This agreement shall be effective after all Parities sign this
agreement.
ARTICLE TEN This agreement has eight original copies and each party holds one
of them. One copy shall be send to the examination and approval authority and
one copy shall be sent to Industry & Commerce Administrative Bureau for the
record.
Signature of all the shareholders:
Signature
Party A /s/ Qiu xueliang
Party B /s/ Zhu Lei
Party C /s/ Feng Yuliang
Party D /s/ Lv rongzhao
Party E /s/ Zhuang Chengchun
Asia Biotechnology Group Inc. /s/ Xxxxxxxx Xx Xxx
