Equity Transfer Agreement
EXHIBIT
4.16
Equity
Transfer Agreement
This
Equity Transfer Agreement (the “Agreement”) is made by and between the following
parties in Beijing as of January 16th
2006.
Transferor:
Legal
Representative:
Address:
Transferee:
Beijing Origin Seed Joint Stock Limited Company (“Beijing Origin”)
Legal
Representative: Xxx Xxxxxxxx
Address:
2E201, Xxxxxxxxxxxx Xxxxxxxxxxx Xxxxxxxx, Xx.00 Xxxxxxx Information Road,
Haidian District, Beijing
Whereas:
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1.
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Beijing
Origin is a joint-stock company with legal personality and established
in
accordance with the laws of PRC in Beijing, with the registered capital
of
RMB100,000,000;.
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2.
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Denong
Zhengcheng Seed Co., Ltd. (“Denong Zhengcheng”) is a limited company with
legal personality and established in accordance with the laws of
PRC in
Chengdu, with the registered capital of RMB
80,000,000;
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3.
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Transferor,
a Chinese citizen [or a PRC legal entity] is the legal owner of X%
share
of Denong Zhengcheng; and
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4.
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In
compliance with this Agreement, Transferor agrees to transfer and
Beijing
Origin agrees to purchase Transferor’s X% share in Denong
Zhengcheng.
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Therefore,
through friendly negotiations between Transferor and Beijing Origin, the
following agreements have been reached in respect of the said share transfer
hereof:
Article
1 Share
transfer
In
accordance with the terms and conditions hereof, Transferor agrees to transfer
its X% share (the “target share”) in Denong Zhengcheng to Beijing Origin as the
legal owner, and Beijing Origin agrees to accept the transfer.
Article
2 Transfer
consideration
Transferor
and Beijing Origin acknowledge that the total payment of the X% target share
in
Denong Zhengcheng held by Transferor is RMB[●].
Article
3 Payment
method
Beijing
Origin shall pay the transfer price of RMB[●] in full to Transferor before March
31st,
2006,
upon the variation registration with the relevant administration of industry
and
commerce authority in respect of the change of the ownership of the target
share
from Transferor to Beijing Origin.
Article
4 Transfer
of rights, responsibilities and risks
Upon
the
settlement day, Beijing Origin shall be the holder of the target shares and
have
full rights to the target share.
Article
5 Representations,
warranties and commitments of Transferor
Transferor
has the full rights to dispose of the target share. On the settlement day,
The
target share is legally and fully owned by Transferor, and there are no
mortgage, pledge, lien and the other third party rights over it, no liabilities
or other potential responsibilities, ,and no lawsuit, arbitration and dispute
against it. Upon the settlement day, Beijing Origin shall be the holder of
the
target share and have full rights to the target share.
Article
6 Share
repurchase
If
Beijing Origin or its affiliates and natural person purchase 42.42% shares
of
Denong Zhengcheng held by Denong Seed Technology Co., Ltd. by bid or contract,
Transferor is entitled to repurchase X% or less shares of Denong Zhengcheng
held
by Beijing Origin within 30 days following such purchase. The price of the
X%
shares is RMB [●]. If the proportion is less than X%, the price shall decrease
pro rata. Transferor shall pay the full transfer price to Beijing Origin within
60 days following the settlement of the target shares at industry and commerce
office.
Article
7 Confidentiality
The
two
parties of this agreement shall keep confidential of Denong Zhengcheng so
involved in this transaction and the commercial data of two parties, except
for
disclosure required by laws and regulations and regulatory
authorities.
Article
8 Force
majeure
If
any
party can not perform this agreement because of earthquake, fire, war and
otherwise unpredictable, inevitable and insuperable events, the liabilities
for
breach of contract can be exempted, but the claiming party must notice the
other
party within a reasonable period of time following the force majeure, and take
necessary measures to reduce the losses.
Article
9 Liabilities
for breach of contract
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9.1
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It
is a event of default if Transferor breaches any statement,
representations and warranties in this agreement. If there is any
loss
caused by breach of contract, Transferor shall compensate Beijing
Origin.
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9.2
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When
there is actual loss because any party to this Agreement does not
fulfill
partial or full obligations under this Agreement, the defaulting
party
shall compensate the damages
adequately.
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9.3
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If
Beijing Origin fails to pay Transferor the transfer price according
to the
deadline and amount mentioned in Article 3, Beijing Origin shall
pay
defaulting fines of 5% of the payable moneys starting from the overdue
date monthly. Transferor is entitled to terminate the Agreement,
and
restore to the status before the share
transfer.
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9.4
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If
Transferor fails to pay Beijing Origin the transfer price according
to the
deadline and amount mentioned in Article 6, Transferor shall pay
defaulting fines of 5% of the payable moneys starting from the overdue
date monthly. Beijing Origin is entitled to terminate the Agreement,
and
restore to the status before the share transfer.
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Article
10 Relevant
tax and cost
All
the
tax and cost caused by the share transfer in this Agreement shall be assumed
in
compliance with laws and administrative regulations, or assumed by parties
to
this Agreement equally if the laws and administrative regulations are
silent..
Article
11 Applicable
law and dispute settlement
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11.1
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The
conclusion, effectiveness, interpretation, performance and dispute
settlement of this agreement shall be governed by the laws of the
PRC.
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11.2
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Any
disputes arising from this Agreement or the performance of this Agreement
shall be solved by parties through consultation, the failing of which
shall entitle any party to file law suits to the People’s court having
jurisdiction. Unless the laws otherwise provides, the legal fees
and other
relevant costs shall be assumed by the losing
party.
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Article
12 Counterparts
This
Agreement is made in four originals, each of Transferor and Beijing Origin
holding one, with one filed at Denong Zhengcheng and industrial and commercial
administration office individually. Each original shall have the same legal
effect.
Article
13 Miscellaneous
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13.1
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The
two parties shall take other steps and sign the documents to fulfill
the
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share
transfer stated in this Agreement.
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13.2
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Transferor
shall assist Beijing Origin to submit all documents relating to the
share
transfer to the industrial and commercial administration office for
Denong
Zhengcheng for settlement of the said
shares.
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13.3
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This
Agreement is signed in Beijing between Transferor and Beijing Origin
as of
the day set forth on the first page.
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Transferor:
Legal
Representative:
Transferee:
Beijing
Origin Seed Joint Stock Limited Company
Legal
Representative: Xxx Xxxxxxxx
