Equity Transfer Agreement
Exhibit
10.1
Transferor: Fujian Jintai
Tourism Developments Co., Ltd. (hereinafter referred to as “Party A”);
Address: 0xx
Xxxxx, 0 Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxx Xxxxxxxx;
Transferee: Fujian Yunding
Tourism Industrial Co., Ltd. (hereinafter referred to as “Party B”);
Address: 00
Xxxxxx Xxxx, Xxxxxxxxxx Xxxx, Xxxxxxx Xxxxxx, Xxxxxx Xxxxxxxx.
THIS
EQUITY TRANSFER AGREEMENT (“Agreement”) setting forth the
equity transfer issues of Fujian Yintai Tourism Co., Ltd. (hereinafter referred
to as “Yintai”) was
entered into by Party A and Party B on March 15, 2010 at the Company conference
room.
NOW
THEREFORE, both parties, based on the principles of equality and mutual
benefits, through friendly negotiations, hereby agree as follows:
1. Equity Transfer Price and
Method of Payment
Party
A shall transfer to Party B the 100% equity of Yintai (the “Equity Interest”) owned by
Party A and the transfer price shall be RMB 5,000,000;
Party
B shall wire transfer the RMB 5,000,000 fee to Party A within thirty (30) days
after the execution of this Agreement.
2. Representations and
Warranties
Representations
and Warranties of Party A
(i) Party
A is the true and legal owner of the Equity Interest in Yintai and Party A has
full and exclusive rights to dispose the Equity Interest; The Equity Interest is
free and clear of any mortgage, pledge, guarantee or claims of any third party.
Otherwise Party A shall be responsible for all relevant
liabilities;
(ii)
After the transfer of the Equity Interest, the relevant rights and obligations
of Party A in Yintai shall be transferred to and borne by Party B.
Representations
and Warranties of Party B
Party
B acknowledges the validity of the Articles of Association of Yintai and shall
perform its shareholder duties in strict compliance with it.
3. Distribution of Profits and
Losses
1
After
the company transfer registration, Party B shall become the shareholder of
Yintai and share in the profits and losses of Yintai in accordance with the
Articles of Association.
4. Costs and
Expenses
All
the costs and expenses regarding the equity transfer (including all the fees and
taxes arising hereof) shall be borne by Party B.
5. Amendment and Termination of
the Agreement
Upon
the occurrence of one of the following circumstances, this Agreement can be
terminated with a written consent of both parties.
(i) This
Agreement becomes unenforceable due to force majeure or external reasons beyond
the control of, and free of any negligence of, any party;
(ii) A
party has forfeited the ability to perform this Agreement;
(iii)
Breach of this agreement by a party or both parties which seriously damages the
interests of the non-defaulting party and renders the performance of this
Agreement unnecessary; and
(iv) Both
Parties agree to amend or terminate this Agreement through negotiation due to
the change of circumstances.
6. Dispute
Resolution
(i)
All disputes regarding the validity, enforcement, breach and termination of this
Agreement shall be settled through friendly negotiation by both
parties;
(ii)
In the event that the dispute can not be settled through negotiation, any party
may submit the dispute for arbitration or file a claim in a People’s
Court.
7. Validity and Date of the
Agreement
This
Agreement shall come into effect upon the execution by authorized
representatives of both parties.
8. This
Agreement shall be executed in four (4) copies. One (1) shall be held by each
party, one (1) shall be filed with the Administration of Industry and Commerce,
and one (1) shall be held by the company for record. Each copy shall be equally
authentic.
IN
WITNESS WHEREOF, each of the parties has caused this Agreement to be executed by
the duly authorized officers as of the date below.
2
[Signature
Page]
| Party A (signature or seal) | Party B (signature or seal) | |
| _________________________ | _________________________ | |
|
Dated
this 15th
day of March, 2010
|
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