English Translation) Share Purchase Agreement
Exhibit 10.11
(English Translation)
Share Purchase Agreement
Party A: Xx Xxx
ID No.: 3702216507255055
Party B: Li Keyu
ID No.: 37022119650104515
Party C: Xxx Xxxxxx
ID No.: 3702216507311051
Party D: Xxxx Xxxxxxx
ID No.: 370221650828056
Party E: Jiang Guo
ID No.: 370213198003185243
Party F: Qingdao Longhai Investment Group
Legal
Representative: Xxxxx Xxxxxxx
Domicile: Xx. 00, Xxxxxxx xxxxxxx Xxxx, Xxxxxxx, Xxxxxxx
Party G: Qingdao Oumei Real Estate Development Co., Ltd
Legal Representative: Xxxxx Xxxxxxx
Domicile: No. 1431, Aolan Road, Jimo, Qingdao
Whereas: Qingdao Xudong Real Estate Development Co., Ltd. Is a limited liability company (hereinafter “the company”) invested by Party A, Party B, Party C, Party D, Party E and Party F. Its registered capital is 70.6 million RMB. Party A’s contribution to the registered capital of the company is 5,580,000Yuan, representing a 7.9% of the shares. Party B’s contribution to the registered capital of the company is 4,650,000Yuan, representing a 6.59% of the shares. Party C’s contribution to the registered capital of the company is 930,000Yuan, representing a 1.32% of the shares. Party D’s contribution to the registered capital of the company is 3,720,000Yuan, representing a 5.27% of the shares. Party E’s contribution to the registered capital of the company is 3,720,000Yuan, representing a 5.27% of the shares. Party F’s contribution to the registered capital of the company is 52,000,000Yuan, representing a 73.65% of the shares.
After friendly discussion, all parties agreed that Party A, Party B, Party C, Party D, Party E and Party F will assign its own 100% of the shares amount equivalent to 60,000,000 Yuan RMB in foreign exchange to Party D. All Parties sign an agreement as follows:
| 1. |
Proportion and Price of the Purchased Shares |
|
Party A will sell its own 7.9% of the shares of Qingdao Xudong Real Estate Development Co., Ltd equivalent to 4,740,000 Yuan RMB in foreign exchange to Party G. |
|
Party B will sell its own 6.59% of the shares of Qingdao Xudong Real Estate Development Co., Ltd equivalent to 3,954,000 Yuan RMB in foreign exchange to Party G. | |
|
Party C will sell its own 1.32% of the shares of Qingdao Xudong Real Estate Development Co., Ltd equivalent to792,000 Yuan RMB in foreign exchange to Party G. | |
|
Party D will sell its own 5.27% of the shares of Qingdao Xudong Real Estate Development Co., Ltd equivalent to 3,162,000 Yuan RMB in foreign exchange to Party G. | |
|
Party E will sell its own 5.27% of the shares of Qingdao Xudong Real Estate Development Co., Ltd equivalent to 3,162,000 Yuan RMB in foreign exchange to Party G. | |
|
Party F will sell its own 73.65% of the shares of Qingdao Xudong Real Estate Development Co., Ltd equivalent to 44,190,000 Yuan RMB in foreign exchange to Party G. | |
| 2. |
Payment Term |
|
In 90 days from the date of this contract has signed, Party G shall pay Party A, Party B, Party C , Party D, Party E and Party F the full purchase price in a lump sum. | |
| 3. |
Right and Responsibilities of Two Parties |
|
Party G shall pay the total purchase price to Party A, Party B, Party C , Party D, Party E and Party F in a lump sum as stipulated in this agreement. Should Party G fail to pay off the amount, it will be liable for the responsibilities for breach of the contract. | |
|
After the full payment of the purchase price from Party G, Party A, Party B, Party C , Party D, Party E and Party F shall assist Party G in dealing with all the changing registration procedures in AIC, Tax and Foreign Exchange Bureau and other administrative departments. | |
| 4. |
Breach of contract |
|
If Party G fails to pay the purchase price according to the term prescribed in the article 3 of this agreement, Party G should pay 1/10000 of the purchase price as punishment every delay of one month to Party A, Party B, Party C , Party D, Party E and Party F. Party A, Party B, Party C , Party D, Party E and Party F are entitled to terminate the agreement and ask for the payment of damage except for the punishment when a delay of 6 months occurs. | |
| 5. |
Dispute Settlement |
|
In the event of any dispute relating to this agreement, the parties shall attempt in the first instance to resolve such dispute through friendly discussion. If the event such dispute is not resolved through discussion, the dispute shall be submitted to Qingdao Arbitration Committee according to its rules of procedure. The arbitral award is final and binding to both parties. |
| 6. |
Effective Conditions of the agreement |
|
After formal sign and seal by all parties, the agreement comes to effect as long as the approval authority approves. The agreement has six copies. Each party holds one, the other will be submitted for approval. |
Party A: Xx Xxx
ID No.: 3702216507255055
Party B: Li Keyu
ID No.: 37022119650104515
Party C: Xxx Xxxxxx
ID No.: 3702216507311051
Party D: Xxxx Xxxxxxx
ID No.: 370221650828056
Party E: Jiang Guo
ID No.: 370213198003185243
Party F: Qingdao Longhai Investment Group
Legal Representative: Xxxxx Xxxxxxx
Party G: Qingdao Oumei Real Estate Development Co., Ltd
Legal Representative: Xxxxx Xxxxxxx
24th, Jan, 2008
