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EXHIBIT 10.17
English Translation
For Reference Only
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EQUITY INTEREST TRANSFER AGREEMENT
Transferor: Wuxi Seamless Oil Pipes Company Limited (hereinafter referred to as
"Party A")
Address: Xx. 00 Xxxxxxxx Xxxx, Xxx Xxxxxxxx, Xxxx, X.X.X.
Postal Code: 214028
Legal Representative: Xxxxx Xxxxx bin Harun
Transferee: Xxxxxx Xxxx (hereinafter referred to as "Party B")
Address: Xxxx 000, Xxxx 0, Xx. 0-00, Fuming Community, Sa Er Tu District, Daqing
ID No.: 239005196703241530
Whereas:
1. Party A intends to transfer part of its equity in Daqing Yilangsite Oil
Pipe Co., Ltd (hereinafter referred to as "Yilangsite") and Party B
intends to accept such equity;
2. Other shareholders of Yilangsite approved Party B to transfer its equity
and they also agreed not to exercise their preemptive right under the same
conditions;
3. The Board meeting of "Yilangsite" held on November 24th, 2006 passed a
valid resolution approving the equity transfer from Party A to Party B and
its related matters.
Upon mutual and friendly consultation and through negotiation and according to
the Contract Law of the PRC and other relevant laws and regulations, Party A and
Party B hereby reach the following agreement with regard to Party A's transfer
of its equity interest in Yilangsite to Party B:
ARTICLE1 THE RELEVANT PARTIES:
1. Yilangsite: a limited liability company established in January 19th, 2005
with a registered capital of XXX 00 million yuan and the business scope
focusing on oil bushing, oil pipe and fittings.
2. Party A, a shareholder of Yilangsite, contributes XXX 00 million yuan to
Yilangsite's registered capital and thus now holds 33.3% equity interest
in Yilangsite.
ARTICLE 2 TRANSFER OF EQUITY
EXHIBIT 10.17
English Translation
For Reference Only
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1. Party A agrees to transfer 33% of equity in Yilangsite to Party B and
Party B agrees to accept such transfer (hereinafter referred to as "Target
Equity").
2. Both Parties agree that upon this Agreement enters into force Party B
shall legally hold the Target Equity and shall be entitled to all rights
and bear all obligations of a shareholder as stipulated in Yilangsite's
Articles of Associations.
3. Party A and Party B agree that upon the successful implementation of this
Agreement on the base date as stipulated in Article 3 hereunder, that is
after September 30, 2006, all rights and interests related to or
pertaining to the Target Equity shall be transferred to and observed by
Party B.
ARTICLE 3 EQUITY TRANSFER PRICE
1. Both Parties agree to take September 30, 2006 as the base date and take
the balance amount after the interim dividends distribution in 2006 from
the net worth of Yilangsite up to the base date confirmed by the financial
report recognized by both Parties as the pricing reference.
2. As of September 30, 2006, the net asset value of Yilangsite recognized by
both Parties is RMB 33,107,157.56, and after the distribution of
dividends, the balance is RMB 30,467,157.56, based on which both Parties
agree to set the transfer price for the transfer of the Target Equity is
RMB 10,155,719.19.
ARTICLE 4 TERM AND DELIVERY OF TARGET EQUITY
1. Payment date for the transfer of the Target Equity: Party B shall fully
pay to Party A for the transfer of the Target Equity within three (3)
months commencing on the date when Yilangsite obtains a new business
license.
2. Party A and Party B shall jointly register the change regarding the
transfer of the Target Equity with the Industrial and Commerce
Administration Bureau.
ARTICLE 5 WARRANTY
1. Party A warrants to Party B that the Target Equity is free of assignment,
pledge, seizure or limitation to any other rights or legal dispute, and it
has the right to transfer the Target Equity.
2. Party B warrants that Party B is a legally organized and existing legal
person and it has the right to receive the Target Equity.
3. Party B warrants that it shall, after becoming a shareholder of
Yilangsite, strictly follow Yilangsite's Articles of Associations and
fulfill its duties and obligations as a shareholder.
4. Both Parties warrant that one party shall assist the other party in the
transfer of the relevant equity at the request of the other party.
ARTICLE 6 DEFAULT AND EXEMPTION
EXHIBIT 10.17
English Translation
For Reference Only
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1. Any party that breaches this Agreement shall compensate the other party
for all losses (direct loss, indirect loss as well as the relevant
expenses and costs arising from claims) due to such default.
2. In case Party B fails to pay for the transfer of the Target Equity in
time, it shall suffer a penalty based on 0.5% per day for the balance of
the payable amount.
3. In case either party fails to perform this Agreement due to war, natural
hazards or other force majeure, the Party in default shall not be liable
for the other party's loss for such a default.
ARTICLE 7 GOVERNING LAW AND SETTLEMENT OF DISPUTE
1. This Agreement is governed by the applicable laws, administrative
regulations, local regulations, department rules, and other normative
documents of the PRC.
2. All disputes related to this Agreement shall be arbitrated in Shanghai in
accordance with the applicable Arbitration Rules by China International
Economic and Trade Arbitration Shanghai Commission. The arbitration award
shall be final and binding on the Parties.
ARTICLE 8 VALIDITY
This Agreement shall come into effect on the date when both Parties signed,
sealed, as well as approved by Yilangsite's original examination and approval
authority.
ARTICLE 9 MISCELLANEOUS
Matters that are not discussed in this Agreement, both Parties shall determine
through friendly negotiation and reach a supplementary agreement.
ARTICLE 10 LANGUAGE AND TEXT
1. This Agreement is written in Chinese and any translation versions are for
reference purpose only.
2. This Agreement is made in eight (8) original copies, each party keeps two
copies, Yilangsite keeps one (1) copy, and all other copies shall be
submitted to the relevant governmental departments.
ARTICLE 11 TIME AND DATE FOR MAKING THIS AGREEMENT
1. This Agreement is made on December 5th, 2006.
2. This Agreement is signed by both Parties in Xinqu, Wuxi, P.R.C..
(No text hereunder)
EXHIBIT 10.17
English Translation
For Reference Only
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Signature Page for Yilangsite's Equity Transfer Agreement
Transferor:
Wuxi Seamless Oil Pipe Company Limited (seal)
/s/ Longhua Piao
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Legal Representative or Authorized Representative (signature)
Transferee:
/s/ Xxxxxx Xxxx
(Signature)
