Capital Contribution Transfer Agreement
Exhibit
10.16
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Party
A (Transferor):
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Shenzhen
Huiheng Industry Co. Ltd.
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|
Legal
Representative:
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Xxxxx
Xxxx
|
|
Party
B (Transferee):
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Tibet
Changdu Shengfeng Industry Development Co.,
Ltd.
|
|
Legal
Representative:
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Xxx
Xxxx
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Whereas:
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1.
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Wuhan
Kangqiao Medical New Technology Co., Ltd. (“Wuhan Kangqiao” hereunder), a
limited liability company which legally established on December 23,
2002
and duly existing.
|
|
2.
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Party
A legally owns RMB7,040,000 capital contribution(“Designated Contribution”
hereunder) in Wuhan Kangqiao, which is 64% of the registered capital
of
Wuhan Kangqiao.
|
Therefore,
after friendly consultations, Party A and Party B hereby execute this capital
contribution transfer agreement (“Agreement” hereunder) upon matters related to
the transfer of the Designated Contribution.
Article
1 Warranties
and Representations of the Parties
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1.
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Party
A hereby warrants and represents as
follows:
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|
(1)
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Party
A is an enterprise legal person which has been legally established
and
duly existing;
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(2)
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Party
A has full rights, approval and authority to execute this Agreement
and to
perform its obligations hereunder;
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(3)
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the
execution and performance of this Agreement will not violate any
other
legitimate obligations assumed by Party A;
and
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(4)
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the
Designated Contribution was free from any pledge or
encumbrance.
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2.
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Party
B hereby represents and warrants
that:
|
|
(1)
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Party
B is an enterprise legal person which has been legally established
and
duly existing;
|
|
(2)
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Party
B has full rights, approval and authority to execute this Agreement
and to
perform its obligations hereunder;
|
|
(3)
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The
execution and performance of this Agreement will not violate any
other
legitimate obligations assumed by Party
B.
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Article
2 Transfer
of the Designated Contribution
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1.
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In
accordance with the terms and conditions under This Agreement, Party
A
agrees to transfer all the Designated Contribution in Wuhan Kangqiao
owned
by itself to Party B, and Party B agrees to acquire Designated
Contribution transferred from Party A under the terms and conditions
hereunder.
|
|
2.
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Party
A shall not own any capital contribution in Wuhan Kangqiao after
the
transfer of Designated
Contribution.
|
1
Article
3 Transfer
Price and Its Payment
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1.
|
The
transfer price for the Designated Contribution (64% of the registered
capital of Wuhan Kangqiao) shall be decided through consultations
between
both parties.
|
|
2.
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The
matters concerned with the payment of the price for the Designated
Contribution shall be decided through the consultations between both
parties otherwise.
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Article
4 Registration
Procedures and Fees for Transfer
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1.
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Party
A shall urge and cause Wuhan Kangqiao to undertake the registration
procedures for Designated Contribution’s
transfer.
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2.
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Fees
for undertaking the procedures for the Designated Contribution’s transfer
shall be borne by Party B.
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Article
5 Transfer
of Shareholders’ Rights and Obligations
Both
parties agree that the shareholder’s rights and obligations enjoyed and borne by
Party A as a shareholder of Wuhan Kangqiao under Designated Contribution shall
be assumed by Party B since February 1, 2006.
Article
6 Liabilities
for Breach of Contracts
Any
party
in violation of the provisions of this agreement shall compensate for all
economic losses induced to the non-breaching party.
Article
7 Dispute
Settlement
All
disputes under this Agreement, if not settled through friendly negotiation,
shall be submitted by any party for arbitration under the auspices of Shenzhen
Arbitration Committee. Article 8 Effectiveness and Miscellaneous
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1.
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This
Agreement shall come into force on the date of the signing and sealing
by
the legal representative or authorized representative of Party A
and Party
B.
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2.
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This
Agreement shall be executed in four counterparts, two shall be kept
by
both parties, one shall be kept in Wuhan Kangqiao for record, and
one
shall be filed to relevant authority of administration for industry
and
commerce for registration..
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|
Party
A:
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Shenzhen
Huiheng Industry Co. Ltd.
|
Legal/Authorized
Representative:
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Party
B:
|
Tibet
Changdu Shengfeng Industry Development Co.,
Ltd.
|
Legal/Authorized
Representative:
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Place
of Signing:
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Shenzhen,
Guangdong
|
|
Date
of Signing:
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February
25, 2006
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2
