Capital Contribution Transfer Agreement
Exhibit
10.17
|
Party
A (Transferor):
|
Xxx
Xxxxxxxx
|
|
ID.
No.:
|
110105531204181
|
|
Address:
|
5
Yuanensi Temple Hutong, Dongcheng District,
Beijing
|
|
Party
B (Transferee):
|
Tibet
Changdu Shengfeng Industry Development Co.,
Ltd.
|
|
Legal
Representative:
|
Xxx
Xxxx
|
Whereas:
|
1.
|
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.
|
Party
A legally owns RMB3,960,000 capital contribution(“Designated
Contribution”
hereunder) in Wuhan Kangqiao, which is 36% of the registered capital
of
Wuhan Kangqiao.
|
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
|
1.
|
Party
A hereby warrants and represents as
follows:
|
|
(1)
|
Party
A is a natural person with full capacity for civil
conduct;
|
|
(2)
|
Party
A has full rights, approval and authority to execute this Agreement
and to
perform its obligations hereunder;
|
|
(3)
|
the
execution and performance of this Agreement will not violate any
other
legitimate obligations assumed by Party A;
and
|
|
(4)
|
no
pledge or other rights were established upon the Designated
Contribution.
|
|
2.
|
Party
B hereby represents and warrants
that:
|
|
(1)
|
Party
B is an enterprise legal person which has been legally established
and
duly existing;
|
|
(2)
|
Party
B has full rights, approval and authority to execute this Agreement
and to
perform
its obligations hereunder; and
|
Article
2 Transfer
of the Designated Contribution
|
1.
|
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.
|
Party
A shall not own any capital contribution in Wuhan Kangqiao after
the
transfer of the Designated
Contribution.
|
Article
3 Transfer
Price and Its Payment
|
1.
|
The
transfer price for the Designated Contribution (36% of the registered
capital of Wuhan Kangqiao) shall be decided through consultations
between
both parties.
|
|
2.
|
The
matters concerned with the payment of the price for the Designated
Contribution shall be decided through the consultations between both
parties.
|
Article
4 Registration
Procedures and Fees for Transfer
|
1.
|
Party
A shall be responsible for supervising and urging Wuhan Kangqiao
on the
procedures for the modification registration of the Designated
Contribution.
|
|
2.
|
Fees
generated from procedures for the modification registration of Designated
Contribution shall be undertaken by Party
B.
|
Article
5 Transfer
of Shareholders’ Rights and Obligations
Both
parties agree that the shareholder’s
rights
and obligations borne by Party A as a shareholder of Wuhan Kangqiao in
accordance with Designated Contribution shall be succeeded by Party B from
the
date of 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 party who has fulfilled its
obligations.
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 in
accordance with its arbitration rules.
Article
8 Effectiveness
and Miscellaneous
|
1.
|
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.
|
|
2.
|
This
Agreement shall be executed in four counterparts, two shall be kept
by
both parties, one shall be kept in the archives of Wuhan Kangqiao,
one for
record at the registration department of relevant administration
for
industry and commerce of China.
|
|
Party
A:
|
Xxx
Xxxxxxxx
|
|
Party
B:
|
Tibet
Changdu Shengfeng Industry Development Co.,
Ltd.
|
Legal/Authorized
Representative:
Place
of
Signing: Shenzhen,
Guangdong
Date
of
Signing: February
25, 2006
