Equity Transfer Agreement
EXHIBIT
4.18
Equity
Transfer Agreement
The
Parties enter into this Agreement in Beijing on December 28, 2004:
| Transferor: |
China
National Center for Biotechnology Development (hereinafter referred
to as
“Party A”)
|
| Legal representative: |
Wang
Hongguang
|
| Address: |
Second
Xx. 0 Xxx Xxx Xxxx
|
| Xxxxxxx Xxxxxxxx |
| Xxxxxxx |
| Transferee: |
Beijing
Origin Seed Joint Stock Limited (hereinafter referred to as “Party
B”)
|
| Legal representative: |
Xxx
Xxxxxxxx
|
| Address: |
2E201
|
Xxxxxxxxxxxx
Xxxxxxxxxxx Xxxxxxxx
XX.00
Xxxxxxx Information Road
Haidian
District
Beijing
Whereas:
|
1.
|
Party
B is a limited liability company duly organized in Beijing under
the laws
of China and has its independent legal personality. Its registered
capital
is one hundred million Renminbi;
|
|
2.
|
Shenzhen
Biocentury Transgene Technology Co.,Ltd (hereinafter referred to
as
“Biocentury Co.”) is a limited liability company duly organized in
Shenzhen under the laws of China and has its independent legal
personality. Its registered capital is eighty million
Renminbi;
|
|
3.
|
Party
A invested eight million Renminbi in Biocentury Co. and legally owns
10%
interest in the registered capital of Biocentury Co.;
and
|
|
4.
|
Pursuant
to the provisions of this Agreement, Party A agrees to transfer and
Party
B agrees to purchase Party A’s 7% interest in the registered capital of
Biocentury Co..
|
Party
A
and Party B, through friendly consultation, enter into the following agreement
in respect of the share transfer hereof:
Article
1 SHARE
TRANSFER
Pursuant
to the provisions and conditions of this Agreement, Party A agrees to
transfer
its
7%
interest in the registered capital of Biocentury Co. (hereinafter referred
to as
“target shares”) to Party B in capacity of the owner of such shares hereof;
Party B agrees to purchase the target shares.
Article
2 CONSIDERATION
Party
A
and Party B agree that Party A transfer 7% interest in the registered capital
of
Biocentury Co. to Party B at the price of RMB five million six hundred thousand
(5,600,000).
Article
3 PAYMENT
Party
B
shall pay the total amount of the transferred share at the price of RMB one
million six hundred thousand (1,600,000) within 10 days of which the
registration of industry and commerce is modified for the title of the target
shares being transferred from Party A to Party B.
Article
4 RIGHT,
RESPONSIBILITY AND RISK’S TRANSFER
From
the
date of which the registration of industry and commerce is modified for the
title of the target shares being transferred from Party A to Party B
(hereinafter referred to as “transfer date”), Party B will be the entitled party
of the target shares and enjoy the full right of the target shares.
Article
5 REPRESENTATIONS,
WARRANTIES AND COVENANTS OF PARTY A
Party
A
has full right of disposing to the target shares and the target shares are
not
limited by any preemptive rights or other similar rights. The target shares
are
fully owned by the Party A legally and free and clear of all mortgages, charges,
liens and the third party’s interest; there is neither any debt or potential
liability attached to the target shares nor any litigation, arbitration or
dispute subject to the target shares. Party B will entitle full right of the
target shares as the owner of the target shares on the transfer
date.
Article
6 CONFIDENTIALITY
The
Parties shall hold in strict confidence, unless compelled to disclose by
requirements of supervision and administrative authorities or by requirements
of
laws or administration regulations, to commercial documents in connection with
the transactions contemplated by this Agreement.
Article
7 FORCE
MAJEURE
In
case
any provision of this Agreement cannot be performed by any party of this
Agreement because of unforeseeable, unavoidable, insurmountable events, such
as
earthquake, fire and war, liability shall be exempted; however, such party
shall
promptly notify the other party so as to mitigate losses that might be inflicted
on that party within a reasonable period of time.
Article
8 LIABILITY
FOR BREACH OF CONTRACT
| 8.1 |
If
Party A violates or fails to perform its representations, warranties
or
covenants, it shall be liable for the breach of agreement and shall
indemnify Party B for all its
losses.
|
| 8.2 |
Any
of the Parties hereto that violates or fails to perform its part
or whole
duties or obligations under this Agreement shall be liable for the
breach
of agreement and shall indemnify the non-defaulting party hereto
for all
its losses.
|
| 8.3 |
If
Party B fails to make its payment as the time limit and the amount
specified in Article 3, Party B shall pay to Party A a fine amounting
to
5‰
of
the sum payable by Party B per month from the first day of such breach.
If
such default exceeds three (3) months, Party A has the right to terminate
this Agreement and investigate Party B’s liabilities for breach of
agreement according to Clause 8.2
hereto.
|
Article
9 TAX
All
taxes
and fees arising from the share transfer hereunder shall be processed in
accordance with the relevant provisions of the laws and regulations; in case
there is no relevant provision which could be applied, the taxes and/or fees
shall be borne by Party A and Party B equally.
Article
10 APPLICABLE
LAW AND DISPUTE RESOLUTION
| 10.1 |
The
conclusion, effectiveness, interpretation and performance of this
Agreement and settlement of disputes in connection with this Agreement
shall be governed by the laws of the People’s Republic of China
(“China”).
|
| 10.2 |
Any
dispute arising out of this Agreement or from its performance shall
be
resolved through friendly consultation between the Parties. If the
dispute
cannot be resolved through consultation, then any Party can submit
the
dispute to the court with corresponding jurisdiction. Otherwise determined
by the court, the litigation fees and other fees relevant to the
litigation shall be borne by the losing
party.
|
Article
11 COUNTERPARTS
This
Agreement is executed in quadruplicate. Each Party hereto shall hold one (1)
counterpart. One counterpart shall be kept by Biocentury Co. for record and
the
other shall be submitted to the Industry and Commerce Administrative authorities
for record. Each copy shall have the same effect.
Article
12 MISCELLANEOUS
| 12.1 |
Parties
shall go through other necessary procedures and execute other necessary
documents for the share transfer
hereunder.
|
| 12.2 |
Party
A shall assist and cooperate with Party B to submit all documents
relevant
to the share transfer hereunder to the original Industry and Commerce
registration department of Biocentury Co. and go through the procedure
of
modification of the registration in the Industry and Commerce
Administration authorities.
|
| 12.3 |
This
Agreement is executed as of the date set forth on the first page
between
Party A and Party B in Beijing.
|
Transferor:China
National Center for Biotechnology Development
Legal
Representative:
Transferee:
Beijing Origin Seed Joint Stock Limited
Legal
Representative:
Equity
Transfer Payment Agreement
The
Parties enter into this Agreement in Beijing on May 26, 2005:
| Transferor: |
China
National Center for Biotechnology Development (hereinafter referred
to as
“Party A”)
|
| Legal Representative: |
Wang
Hongguang
|
| Address: |
Second
Xx. 0 Xxx Xxx Xxxx
|
Xxxxxxx
Xxxxxxxx
Xxxxxxx
| Transferee: |
Beijing
Origin Seed Joint Stock Limited (hereinafter referred to as “Party
B”)
|
| Legal Representative: |
Xxx
Xxxxxxxx
|
| Address: |
2E201
|
Xxxxxxxxxxxx
Xxxxxxxxxxx Xxxxxxxx
Xx.00
Xxxxxxx Information Road
Haidian
District
Beijing
| Guarantor: |
Beijing
Biology Industry Hatch Base Company Limited (hereinafter referred
to as
“Party C”)
|
| Legal Representative: |
Shi
Baodong
|
| Address: |
Second
Xx. 0 Xxx Xxx Xxxx
|
Xxxxxxx
Xxxxxxxx
Xxxxxxx
Pursuant
to the Share Transfer Agreement which was entered into by and between Party
A
and Party B on December 28, 2004 (hereinafter referred to as “the Main
Contract”), Party A agrees to transfer its 7% interest in the registered capital
of Biocentury Co. (hereinafter referred to as “target shares”) to Party B at the
price of RMB five million six hundred and seventy-seven thousand (5,677,000)
in
capacity of the owner of such shares hereof; Party B agrees to purchase the
target shares; and Party C agrees to provide guarantee to Party A that Party
A
will fully perform and accomplish the obligations under the Main Contract and
this Agreement. In consideration of the foregoing, the three Parties hereby
agree as follows:
|
1.
|
EQUITY
TRANSFER AND PAYMENT
|
Through
friendly consultation, Party B agrees to pay the share transfer’s consideration
at the price of RMB five million six hundred and seventy-seven thousand
(5,677,000)
in
a
single payment within two (2) days of which this Agreement becomes effective.
|
2.
|
REGISTRATION
PROCEDURE FOR SHARE TRANSFER AND RISK
MANAGEMENT
|
|
1)
|
Party
A and Party B shall fully cooperate and jointly process the registration
modification procedure relevant to the share transfer; and
|
|
2)
|
If
the registration modification procedure is not accomplished within
3
months or the procedure hereof is not approved by the relevant
authorities, Party A shall return all of the payment which is RMB
five
million six hundred and seventy-seven thousand (5,677,000) to Party
B
within 10 working days of such instance arising.
|
|
3.
|
GUARANTEE
|
|
1)
|
The
method of guarantee: jointly and several guarantee
liability;
|
|
2)
|
Party
C warrants that its guarantee liability will not be diminished or
released
for any order, property’s change, organization structure’s change or
adjustment;
|
|
3)
|
Scope
of guarantee: including the principal, interest, indemnity of the
share
transfer and litigation fee, attorney fee and other expenses for
the
credit’s realization; and
|
|
4)
|
Party
C agrees and assures that in case Party A could not perform the
obligations under the principle contract or this Agreement, Party
C shall
pay off the consideration and fees of the share transfer unconditionally
and without any demur, and such payment shall be regarded as a debt
of
Party C to Party B.
|
|
4.
|
LIABILITY
FOR BREACH OF CONTRACT
|
|
1)
|
If
Party A fails to perform or cannot fully perform the obligation of
returning the consideration of the share transfer under this Agreement,
Party A shall pay to Party B a fine amounting to 0.5‰
of
the sum payable by Party A per day from the first day of such
breach;
|
|
2)
|
If
Party B fails to perform or cannot fully perform the obligation of
paying
the consideration of the share transfer under this Agreement, Party
B
shall pay to Party A a fine amounting to 0.5‰
of
the sum payable by Party B per day from the first day of such breach;
and
|
|
3)
|
If
Party C fails to perform or cannot fully perform the obligation of
guarantee under this Agreement, Party C shall pay to Party B a fine
amounting to 0.5‰
of
the sum payable by Party C per day from the first day of such
breach.
|
|
5.
|
EFFECTIVENESS
|
|
1)
|
This
agreement will be effective from the date of the executions and stamps
by
the authorized representatives of the Parties, and will be expired
from
the date of the accomplishment of the obligations of the three
parties.
|
|
2)
|
The
Content of this Agreement is written by the printed words and any
handwriting is void.
|
|
3)
|
This
Agreement is executed in three counterparts. Each Party hereto shall
hold
one (1) counterpart, and all counterparts are equally
authentic.
|
Transferor:
China National Center for Biotechnology Development
Legal
Representative:
Transferee:
Beijing Origin Seed Joint Stock Limited
Legal
Representative:
Guarantor:
Beijing Biology Industry Hatch Base Company Limited
Legal
Representative:
