Unofficial English Translation Share Transfer Agreement
Exhibit
10.20
Share
Transfer Agreement
Transferor:
Shenyang Shengchao Management Consulting Co., Ltd (hereinafter referred as
“Party A”), Legal Representative: LI Jingfu; Legal Address: Xx. 00 Xxxxxxxx
Xxxx, Xxxxxx Xxxxxxxx, Xxxxxxxx Xxxx, Xxxxx.
Transferee:
Harbin Union Beauty Management Ltd. (hereinafter referred as “Party B”), Legal
Representative: XXX Xxxx; Legal Address: No. 000 Xxx Xxxx Xxxx, Xxxxxxx Xx Xxxxx
District, Harbin Development Zone, China
This
Agreement, dated as of March 1, 2008, is entered between Party A and Party B in
Shenyang.
In
consideration that Party B agrees to acquire Party A’s 51% of equity interest of
JV Company, both parties, based on the principle of fairness and mutual benefits
after friendly negotiation, make the agreement as follows
Clause one
Consideration for Equity Acquisition
Party A
has agreed to transfer to Party B, and Party B has agreed to acquire from Party
A, 51 % equities of JV Company in consideration of XXX 00 million on the terms
and conditions as set forth herein. After the completion of the aforesaid
acquisition, Party B shall own 51 % equities of JV Company
Clause two
Warranties
Party A
represents and warrants that Party A owns of record and beneficially and has
good, valid and indefeasible right to dispose of the equities transferred to
Party B under Clause one of this Agreement. Party A further assures and warrants
that the equities to be transferred are free and clear of any and all pledge or
security interests and claims from third parties. Otherwise, Party A shall bear
any economic or legal liability arising from any breach of aforesaid
warranties.
Party B
represents and warrants that Party B will pay Party A 100% of consideration set
forth in Clause one herein within 3 months following the effectiveness of this
Agreement.
Clause three
Creditors’ rights and obligations
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1.
Party B will be entitled to enjoy all profits and bear all risks and
losses (including the creditors’ rights and obligation attributed to the
equities before the transfer of equities) after the effectiveness of this
Agreement.
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1
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2.
Party B shall assume the Company's liabilities and enjoy interests
(including all interests incurred upon and after transfer) in proportion
to its 51% ownership, after the effectiveness of this
Agreement.
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Clause
4 Expense and
Cost
Party B
have agreed to pay all expenses and costs in connection with the transaction
contemplated under this Agreement.
Clause five
Default
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1.
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Provided
that any party to this agreement does not properly and fully perform the
obligations under this Agreement, such party shall be liable for such
breach. The breaching party shall compensate innocent party any loss and
liability caused by such breach.
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2.
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In
the event that Party B does not pay consideration for the transfer of
equities on time under this Agreement, it shall pay Party A liquidation
damage in amount equivalent to 1% of unpaid consideration per
day.
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Clause
six Amendment
and termination of this Agreement
Either
party may amend or terminate this Agreement upon the occurrence of one of the
following situations. Both parties, however, have to sign a written agreement to
effect aforesaid amendment or termination of this Agreement.
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1.
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Due
to Act of God or any inevitable reason, without the default of any party,
this Agreement can not be
performed;
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2.
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Each
party agrees to amend or terminate after consultation when the situation
changes.
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Clause
seven Governing Law and Dispute
Resolution
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1.
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This
Agreement is governed and construed by the laws of
China.
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2.
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Any
dispute arising from or in connection with this Agreement shall be settled
by friendly consultation. If no settlement may be reached, such dispute
shall be submitted to arbitration in China under the auspices of China
International Economic and Trade Arbitration Commission (the “CIETAC”) in
accordance with the prevailing arbitration rules of CIETAC. Any resulting
arbitration award shall be final and conclusive and binding upon all the
parties.
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Clause
eight Condition Precedent for
Effectiveness of this Agreement
This
Agreement shall only take effective when both parties' representative and agent
sign or seal this Agreement and original approval authorities approve this
Agreement. Each party shall file the application with registration authorities
in 3 months to amend equity registration.
Clause nine
Miscellaneous
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1.
This Agreement shall be executed in 2 originals. Each of Party A and Party
B holds one original .
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2
[Signature
Page]
Party A:
Shenyang Shengchao Management Consulting Co., Ltd (Seal) Representative: LI
Jingfu (Signature)
/s/: LI
Jingfu
Party B:
Harbin Union Beauty Management Ltd (Seal) Representative: XXX Xxxx
(Signature)
/s/:
XXX Xxxx
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