Equity Transfer Contract
Equity
Transfer
Contract
This
contract is made and entered into by and betweenæ
Shanghai
Wanxing Bio-pharmaceuticals Co., Ltd.
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Endorser:
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(hereinafter
referred to as “party
A”)
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The
natural persons:
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(hereinafter
referred to as” Party
B”)
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Xxxxx
Xxxx
with
Identification No: 320502195002050528
Sun
Zhigang
with
Identification No: 320503194810210536
Gu
Mintong with
Identification No: 320502196111180510
Xxx
Xxxxxxxx
with
Identification No: 320503196710102545
Xxxx
Xxxxx with
Identification No: 00000000000000000
Whereas
Suzhou
Boai Medical Development Company is a pharmaceutical distribution company
located in Suzhou with authorized capital of 10 million RMB. The Company had
been GSP certificated by Chinese Food and Drug Administration and has two 100%
owned subsidiaries, one sells vaccines, and the other medical devices. The
natural persons above (Party A) hold 100% of the equity of Suzhou Boai Medical
Development Company and intend to transfer their equity to Shanghai Wanxing
Bio-pharmaceuticals Co., Ltd. (Party A);
Now
therefore,
for
good and valuable consideration, and abide by applicable rules of the laws
of
the Peoples Republic of China, the parties agree as follows:
1.
Object of transfer
The
equity proportion of Party A on Suzhou Boai Medical Development
Company
is: Xxxxx
Xxxx :83.5%,
Sun
Zhigang :7%,
Gu
Mintong :5%,
Xxx
Xxxxxxxx:3%, Xxxx
Xxxxx: 1.5%. All
of these persons agree to transfer 90% of their total equity of
Suzhou
Boai Medical Development Company to Party A. After the closing
of this
transfer, Party A will hold 90% of equity of Suzhou Baoi, Xxxxx
Xxxx of
Party B will hold 10%, the other persons of Party B (Sun Zhigang,
Gu
Mintong, Xxx Xxxxxxxx and Xxxx Xxxxx) will not hold
any.
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2.
Price of transfer
Based
on
the 10 million authorized capital of Suzhou Boai, the price of transfer is
finally decided to be two times of the authorized capital depending on the
Due
Diligence report. That means Party A should pay 18 million RMB to Party B for
this transfer.
3.
Payment terms:
During
3
days after signing of this contract, Party A shall pay 30% of the transfer
fee
to Party B.
During
one week after registration of equity alteration, Party A shall pay 55% of
the
transfer fee to Party B.
At
half
year after registration of equity alteration, Party A shall pay 15% of the
transfer fee to Party B, but party A keeps the right to take out receivables
happened before June 30 of 2007 and/or the other bad debt losses from other
receivables.
4.Duty
of Transferee
Party
B
guarantees that the equity to be transferred to Party A is its legally 100%
owned property without any mortgage or hypothec. Party B also promises that
in
the business process of Suzhou Boai before signing this contract, the company
observed discipline and laws and paid tax according to the regulations of the
government, otherwise Parties B will take full economic and legal
responsibilities.
(2)After
receiving 30% of the transfer fee (include xxxxxxx) from Party A, Party B shall
be responsible for the government administrative approval affairs and go through
the alteration registration procedure as soon as possible.
(3)After
the closing of this contract only Xxxxx Xxxx of Party A keeps as a shareholder
of the company and benefits the profit and bears the risk of the company
according to her fresh equity proportion.
5.
Duty of the Endorser
(1)Party
A shall pay transfer fee to Party B within the time limit specified in this
contract.
(2)Party
A shall provide all the documents required by administrative office for the
approval application of this transfer.
(3)After
the closing of this contract, party B shall benefit the profit and bear the
risk
of the company according to the fresh equity.
(4)
After
the closing of this contract, a new Board of Directors with three directors,
two
from Party A, one from Party B (Xxxxx Xxxx), will be organized. The President
will be elected.
6.
Alteration and cancellation
The
alteration of this contract shall be negotiated by two parties and entered
into
effective by signing a new alteration agreement. This contract may be cancelled
in the following conditions:
(1)
With
force majeure or reason inescapable, the alteration of the equity can’t be
approved or registered, this contract will be automatically terminated.
Simultaneously Party B should return the transfer fee received from Party A
(include xxxxxxx ) to Party A.
(2)
Either party may terminate this contract if the other party fails to perform
his
contractual obligation. The Party who exercises the right of cancellation should
notify the other party in writing. The notice may be delivered by facsimile,
e-mail or registered letter. The date of receiving this notice will be the
time
of cancellation of this contract.
7.
Liabilities for breach of contract
(1)
Either party fails to perform his contractual obligation shall take full
economic and legal responsibility.
(2)Neither
party shall take responsibility for the termination of this contract because
of
not approval of the administrative office.
8.Governing
Law
This
contract will be governed exclusively by and construed and enforced in
accordance with the laws of the People’s Republic of China. Any dispute of the
two parties shall be settled by friendly consultation. Otherwise the case shall
be referred to the court with jurisdiction.
9.Others
This
contract is executed in ten counterparts, which will be separately kept by
Party
A and the five persons of Party B, and the left shall be delivered to
administrative office for record.
Transferee(Party
A): Shanghai Wanxing Bio-pharmaceuticals Co., Ltd.
/s/ Xxxxxx Xxxxx (corporate seal of Party A) |
Endorser(Party
B):
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Liang
Xxxx
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Xxx Xxxxxxx |
/s/
Xxxxx Xxxx
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/s/
Sun Xxxxxxx
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Xx
Mintong
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Xxx Xxxxxxxx |
/s/
Gu Mintong
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/s/
Dai Xxxxxxxx
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Xxxx
Xxxxx
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/s/
Xxxx Xxxxx
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