Share Transfer Agreement
Exhibit 10.23
The Share Transfer Agreement (the “Agreement”) was concluded by and among the following parties on June 25, 2019 (the “Signing Date”):
| (1) | Beijing Tianrundiliang Investment Co., Ltd., a company with limited liability established under the laws of China and subsisting lawfully, with a residence of Xx.0-X00, Xxxx 0, Xxxx Xxxx, Xxxxxxxxx Xxx-xxxxxxxx, Fangshan District, Beijing (“Tianrundiliang” or the “Seller”); |
| (2) | Yipinda (Shanghai) Health Technology Co., Ltd., a company with limited liability established under the laws of China and subsisting lawfully, with a residence of Room 4215, Xxxxx 0, Xx.000 Xxxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxxx (the “Buyer”); |
| (3) | Shanghai ECMOHO Health Biotechnology Co., Ltd., a company with limited liability established under the laws of China and subsisting lawfully, with a residence of 2-3/F, Xx.0000 Xxxxxxxxxxx Xxxx, Xxxxx Xxxxxxxx, Xxxxxxxx (the “Target Company”); |
| (4) | Xxxx Xxxx, a Chinese natural person, whose ID number is ****; |
| (5) | Xxxx Xxxxxxxx, a Chinese natural person, whose ID number is ****. |
For the purpose of the Agreement, the Seller, the Buyer and the Target Company are referred to as a “Party” severally and the “Parties” collectively.
Whereas:
| (A) | As of the Signing Date, the registered capital of the Target Company is USD1,138,641. |
| (B) | On the premise of compliance with terms and conditions hereunder, the Seller intends to sell to the Buyer and the Buyer intends to purchase from the Seller certain shares of the Target Company (the “Share Transfer”). |
In that light, the Parties, upon amicable negotiation, agree as below:
| 1. | Share Transfer |
1.1 On the premise of complying with terms and conditions hereunder, the Seller agrees to sell to the Buyer and the Buyer agrees to purchase from the Seller 0.48% of shares of the Target Company (corresponding to the registered capital of USD5,474 of the Target Company) as well as all accompanying rights and interests (the “Target Shares”).
| 2. | Purchase Price |
| 2.1 | Unless the purchase price is adjusted as per Clause 3.1 of the Agreement, on the premise of compliance with terms and conditions hereof, the Buyer shall pay the Seller the purchase price of RMB7,115,078 in total (the “Purchase Price”), as the all and full consideration of the Target Shares. |
| 3. | Price Payment |
| 3.1 | The Buyer shall pay the Seller all the share transfer monies by lump sum within 15 working days after the conclusion of the Agreement. |
| 3.2 | The Buyer shall pay the share transfer monies as per Clause 3.1 hereof on time. Meanwhile, the Target Company, Xxxx Xxxx and Xxxx Xxxxxxxx undertake to provide unlimited joint and several guarantee. |
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| 4. | Statements and Warranties |
| 4.1 | A Party hereby states and warrants to the other Parties as below: |
| (1) | the said Party is a company or partnership established and effectively subsisting under the laws of the place of establishment; |
| (2) | the said Party has the full power and authority to conclude and submit the Agreement and fulfill obligations hereunder; |
| (3) | once concluded, the Agreement will constitute obligations lawful, effective and binding upon the said Party; |
| (4) | the conclusion and submission of the Agreement and fulfillment of obligations hereunder by the said Party will not breach any applicable law, violate any agreement or contract binding upon the said Party, or make any third party entitled to terminate or revoke any such agreement or contract; and |
| (5) | the said party does not fall into any litigation, arbitration, government investigation or legal proceedings which may influence the legitimacy, effectiveness or enforceability of the Agreement, or the completion of the Share Transfer. |
| 4.2 | The Seller further states and warrants to the Buyer: |
| (1) | the Seller is the legal and registered shareholder of the Target Shares, over which there is no encumbrance; and |
| (2) | the Seller will, after the conclusion of the Agreement, coordinate with the Buyer in completing all government registration and record-filing affairs relating to the Share Transfer as soon as possible. |
| 5. | Compensation and default |
| 5.1 | The Party breaching the Agreement (the “Breaching Party”) agrees to compensate the other party (the “Observant Party”) for all damages, losses and expenses (including but not limited to legal fees and expenses and investigation costs of power claims occurring or incurred due to the Breaching Party’s violation of any clause hereof. Such compensation shall not influence other rights or reliefs granted to the Observant Party under applicant laws or generated under any other agreement about the said violation concluded among the Parties. Rights and reliefs enjoyed by the Observant Party due to the said violation shall survive the abolishment, termination or completion of performance of the Agreement. |
| 6. | Confidentiality |
| 6.1 | Any Party here to shall not, or shall not allow any related party, director, manager, employee, shareholder or agent thereof or any director, manager, employee or agent of the Target Company to disclose to any other person the conclusion, existence or content of the Agreement or any business secret of the other Party obtained in the process of performance of the Agreement, or use such business secret for any purpose other than the performance of the Agreement, unless the agreement of the other Party has been obtained in advance, and relevant information is: (1) the information required to be disclosed under laws. If a Party is required to disclose any confidential information according to law, the said Party shall firstly notify the other Party and discuss with the other Party about such information to be disclosed, or (2) the information which is public or has been known by the public not due to the violation of the Agreement; or (3) the information which needs to be disclosed by any Party to the senior officer, external professional consultant or an investor of the investor for the purpose of business. |
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| 6.2 | Without the prior written agreement of the other Parties, any Party shall not make any external announcement concerning the Agreement or any matter of the Target Company, unless any Party is required to do so according to relevant applicable laws and regulations. |
| 6.3 | A Party shall be liable for the breach of any clause of this Article 6 by any related party, director, manager, employee, shareholder or agent thereof. |
| 7. | Miscellaneous |
| 7.1 | The conclusion, effectiveness, interpretation and signing of the Agreement as well as the settlement of all disputes relating to the Agreement shall be governed and construed by Chinese laws. |
| 7.2 | Any dispute arising from or relating to the conclusion or performance of the Agreement shall be settled by relevant Parties through friendly negotiation. If a dispute is not settled within thirty (30) days after a Party sends a written notice to the other Party requiring negotiation about the dispute, either Party may refer the dispute to the Shanghai International Economic and Trade Arbitration Commission (“Shanghai International Arbitration Center”) for arbitration in Shanghai according to the arbitration rules of the Shanghai International Arbitration Center prevailing at the time of application for arbitration as well as the following provisions. |
| (1) | the arbitration shall be conducted in Chinese by three (3) arbitrators (the applicant and the respondent respectively designate one arbitrator (if the applicant/respondent includes more than one party, the applicant/respondent will jointly designate one arbitrator), and the Shanghai International Arbitration Center designates the third arbitrator) may conduct arbitration by reference to the text of the Agreement; |
| (2) | arbitration award shall be final and binding upon all parties to the dispute, and be compulsorily enforced as per clauses thereof; and |
| (3) | Arbitration fees shall be borne by the Party or Parties designated under the arbitration award. |
In the period of negotiation or arbitration, except for matters in dispute, the Parties shall continuously execute the Agreement.
| 7.3 | Each Party shall declare the payment for taxes relating to the Share Transfer and to be undertaken by the said Party as stipulated in Chinese laws. |
| 7.4 | The Agreement shall come into force immediately as of the Signing Date. |
| 7.5 | If required by the Buyer, the Parties shall conclude a simple share transfer agreement about the Share Transfer as per the format and contents required by the Buyer, for the purpose of getting through change registration or record-filing formalities with the market regulation bureau. In the event any conflict between the abovementioned simple agreement and the Agreement, the Agreement shall prevail. |
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| 7.6 | If any Party hereto fails to exercise or delays the exercise of any right, power or privilege under the Agreement or any other contract or agreement relating to the Agreement, it shall not be deemed that the said Party has waived such right, power or privilege; and, the separate or partial exercise of such right, power or privilege shall not exclude any other exercise of such right, power or privilege in future. |
| 7.7 | If any provision hereof becomes ineffective, illegal or unenforceable in whole or in part for any reason, the effectiveness, legitimacy and enforceability of other provisions hereof shall not be impacted or impaired in any way. |
| 7.8 | Save as otherwise stipulated hereunder, without the prior written consent of the other Parties, any Party shall not transfer rights and obligations thereof under the Agreement to a third party. |
| 7.9 | Upon unanimous written agreement, the Parties may revise, alter or supplement the Agreement. |
| 7.10 | The Agreement is made in six copies, two for the Target Company and one for all other Parties for the purpose of use for getting through relevant formalities. |
(There is no text hereunder)
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(No text hereunder. Signature page follows.)
The Parties have concluded the Agreement at the date first written above.
Beijing Tianrundiliang Investment Co., Ltd. (Seal)
| Signed by the authorized representative: | /s/ Zhao Yixing |
(No text hereunder. Signature page follows.)
The Parties have concluded the Agreement at the date first written above.
Yipinda (Shanghai) Health Technology Co., Ltd. (Seal)
Signed by the authorized representative: /s/ Xxxx Xxxxxxxx
Shanghai ECMOHO Health Biotechnology Co., Ltd. (Seal)
Signed by the authorized representative: /s/ Xxxx Xxxx
Signed by Xxxx Xxxx: /s/ Xxxx Xxxx
Signed by Xxxx Xxxxxxxx: /s/ Xxxx Xxxxxxxx
