English Translation of the Share Purchase Agreement by and between Wealth Chance Investments Ltd.（the “Investor”） and China Polypeptide Group, Inc. ( the “Company”） SHARE PURCHASE AGREEMENT Dated August 25, 2010
Exhibit
10.1
English
Translation of the Share Purchase Agreement
by
and between
Dated
August 25, 2010
This Agreement is made on
August 25, 2010 by and between the following parties:
|
o
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China Polypeptide Group, Inc.
(the “Company”); and
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|
o
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Wealth Chance Investments
Ltd.（the “Investor”）
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After
friendly discussion and negotiation, in the principle of mutual benefits and
cooperation, the parties agree as follows:
Section
1 - Investment Amount and Purchase of Shares
Following
five (5) days of the execution of this Agreement, the Investor will purchase
585,743 common shares of the Company by delivering to the Company, in one lump
sum, USD$3 million in cash.
Section
2 - Warrant
Upon the
payment by the Investor, the Company will issue to the Investor a Warrant to
purchase 87,861 common shares of the Company in the future. The term
of the Warrant is five years and the exercise price of the Warrant is USD$6.75
per share.
Section
3 - Right of Participation
The
common shares held by the Investor shall have the right to participate in any
profit distribution by the Company as other common shares held by the original
shareholders.
Section
4 - Registration Right
The
Company promises to register, by the six-month anniversary of the completion of
this Investment, all the restricted shares held by the Investor with the
relevant U.S. securities exchange agency so that such shares can be converted
into non-restricted shares. If, then, the relevant U.S. securities
exchange agency demands any adjustment of the number of such shares to be
registered, the Investor should accept such adjustment.
Section
5 - Allocation and Use of Investment Proceeds
The
Company agrees to have the Investment Proceeds to be transferred into the
following bank account: Account Name: _____________, Account Number: __________,
Bank Address: ________. Such Investment Proceeds of the Company will be used for
the expansion of the Company’s production facility. If used for other purposes,
a prior consent from the Investor should be obtained.
Section
6 - Restriction on Share Transfer
The
Investor agrees to a lock-up period of six months (calculated from the date of
the public offering) when the Company next undertakes a public offering provided
that the original principal shareholders of the Company are also subject to the
lock-up requirement. Upon the expiration of the lock-up period, the Company
shall make sure the Investor can trade the common shares held by it in the
secondary market without restriction. Detailed measures of trading
shall be decided to minimize the impact on public offering with the
underwriter.
Section
7 - Priority in Share Transfer
Before
the Investor has transferred his shares, if the original principal shareholders
of the Company will transfer any of their shares in the Company, the Investor
has priority right in share transfer.
Section
8 - Right of First Refusal
The
Investor shall have the right of first refusal with respect to any new shares to
be issued by the Company (If the original shareholders decide not to purchase
the new shares, the Investor shall have the right to purchase such
shares.).
Section
9 - Confidentiality
The
parties agree to maintain the confidentiality of this Agreement, discussions
thereof and the intentions of the Investor before the Investor completes its
capital contribution and not to disclose such information to any third party
unless the disclosure is made to the legal counsel, financial consultant,
investment bank, auditor or accountant of the parties or required by
law. Prior consents of both the Investor and the Company are required
before public announcement of any information in connection with the transaction
thereof.
Section
10- Governing Law
This
Agreement shall be governed by the laws of Hong Kong. Any dispute
regarding the Agreement shall be settled by arbitration in Hong Kong at the Hong
Kong International Arbitration Center in accordance with the arbitration rules
in effect.
Section
11 - Effectiveness
This
Agreement shall be executed in four copies and shall become effective upon
execution by the parties.
In
witness thereof, the authorized representatives of the parties have executed
this Agreement as of the date first written above:
Company: China Polypeptide Group,
Inc.
Name:
Position:
Signature:
Investor: Wealth Chance Investments
Ltd.
Name:
Position:
Signature:
