Transfer Agreement
Transferee:
Shandong Haiwang Chemical Stock Co., Ltd (Party A)
Transferor:
Shandong Yuyuan Group Co., Ltd (Party B)
Party B
owns a bromine plant, which is located i in the east of Mi River within Hanting
District to be transferred. Party A agrees to acquire it upon negotiation. In
order to clarify the rights and obligations, both parties enter into the
following agreement.
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I
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The
transfer price is RMB 9 million. Party A firstly shall pay RMB 3 million
when both parties enter into this contract, while the remaining balance
shall be paid off on the next day after signing the contract in cash and
bank acceptance, (including party A pays 4 million in cash and pays
5million in bank acceptance). If party A can’t pay off the balance, it
will not be allowed to
produce.
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ii
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The
inventory, fixed assets, low value consumables, finished goods and
scraps will be owned by party A from 12 AM, Dec. 24th,
2006. The bromine produced before the handover will be owned by Party
B.
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iii
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Party B
should be responsible for all claims, debts, employees’ salaries,
taxes, administrative expenses, mining fees, fees of extracting brine
water from surrounding saltpans incurred before 12AM, Dec. 24th,
2006.
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iv
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Party
B uses electricity form Haihua Power Supply bureau, Haihua Power Company
and Hanting Power Supply bureau. Party B’s power supply facilities and
assets should be transferred to party A.. Electricity charges incurred
before 12AM, Dec. 24th,
2006 should be paid off by Party
B.
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v
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The
agreements that Party B signed regarding the salt pans and the land
use right, utilizing brine water should be succeeded by Party
A.
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vi
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Party
B shall coordinate with all parties to make Part A successfully succeed
governmental approval documents, mineral permits, safety production
permits on the bromine plant and if
there is any losses to Party A caused by fault of Party B, Party B should
be liable and make compensations to Party
A
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vii
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The key
equipment profile and underground cable line profile should be
transferred to Party A.
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viii
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Party B is
responsible for settling current employees. Party A does not hold
any responsibility under any
circumstances.
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ix
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Once any
party beaches the contract, the other has the right to file a
lawsuit against the breaching
party.
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X
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If any party
breaches the agreement, non-breaching party should institute
legal proceedings
to local law institution.
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XI
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This
agreement shall be in duplicable, and each party shall hold one
copy.
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XII
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This
agreement will become effective since both parties put the
signatures on it.
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Party A: (seal) Shandong
Haiwang Chemcial Stock Co., Ltd
/s/
Tongjiang Sun
Party B: (seal) Shandong
Yuyuan Group Co., Ltd
/s/
Jiang Zhang
Dec.
24th,
2006.
