SHARE TRANSFER AGREEMENT
Exhibit
2.2
This
agreement is reviewed and agreed by following parties
Party
A:
Xxxxx Xxxxxxx (legal person)
Party
B:
Xia Qiming
Party
C:
Qian Yuxi
Party
D:
Ever Auspicious International Limited
Tianjin
Shisheng Investment Group Limited is the company with limited responsibilities
invested by Xxxxx Xxxxxxx, Xxx Xxxxxx and Qian Yuxi, herein as Party A, B and
C
Ever
Auspicious International Limited, herein as Party D, is duly organized and
registered in compliance with <Company Law> of Hong Kong
On
the
stated premises and for and in consideration of the mutual covenants and
agreements hereinafter set forth and the mutual benefits to the parties to
be
derived here from, and intending to be legally bound hereby, it is hereby agreed
as follows Purpose of transfer
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1.
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Status
of each party
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(1.1)
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Party
A, Xxxxx Xxxxxxx, legal person of Shisheng Group, Address: 19-302
Zijin
Beili, Huanhu Zhong Road, Hexi Zone,
Tianjin
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(1.2)
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Party
B: Xia Qiming, address: 0-0-000, Xxxxxxx, Xxxxxxxx Xxxx, Nankai Disc,
Tianjin
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(1.3)
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Party
C: Qian Yuxi, address: 0-0-000, Xxxxxxxx Xxxxxx, Xx Xxxxx Road, Hexi
Disc.
Tianjin
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(1.4)
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Party
D: Ever Auspicious International
Limited
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Legal
domicile: Xxxx 0, 00/X, Xxxxx X, Xxxxxx Xxxxx, Xx. 15-17 On King Street,
Shatin
Legal
person: Xxxx Xxxx Xxxxx, Xxxxxx
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2.
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Execution
time and location
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Execution
time: November1, 2007, executed in Tianjin
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3.
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Transfer
and price
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(3.1)
Party A, B and C agreed to transfer all their holding, which representing 100%
interests in Tianjin Shisheng Group to Party D
Party
A,
as the legal shareholder of the Company, Party A agreed to transfer her 40%
holding in the Company at the price of RMB38M and Party D agreed to accept
this
transfer.
Party
B,
as the legal shareholder of the Company, Party B agreed to transfer his 36%
holding in the Company at the price of RMB34.2M and Party D agreed to accept
this transfer.
Party
C,
as the legal shareholder of the Company, Party C agreed to transfer his 24%
holding in the Company at the price of RMB22.8M and Party D agreed to accept
this transfer.
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4.
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Shareholders
meeting by Tianjin Shisheng Investment Group Limited and by Ever
Auspicious International Limited had approved the
transfer
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5.
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Tianjin
Shisheng Investment Group Limited has achieved the resolution that
all
original shareholders forgo the concessioner priority
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6.
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All
parties understand their rights and responsibilities in the transfer
and
agreed to proceed this transfer legally and
effectively
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(3.2)
All
parties agreed the acquisition price is base on the paid-in capital of Shisheng
Group dated November 1, 2007
(3.3)
All
parties agreed that the acquisition price is RMB 95,000,000
(3.4)
Party A, B and C warrant and represent that The Seller is authorized to offer
the Shares being offered and the shares are lawfully and wholly owned by the
Seller and are free and clear of all liens, agreements, security interests,
claims and encumbrances of any kind and nature, and no third party holds any
right or interest (beneficial, voting or otherwise) in the Shares.
4.
Payment
(4.1)
All
parties agreed that the payment for the acquisition will be made in full by
Party D within one year from the acquisition
(4.2)
Party D shall wire the fund for acquisition to the designated accounts named
by
Party A, B and C
5.
Transfer of share
(5.1)
All
parties shall apply and proceed the transfer within 60 days of execution of
this
agreement with Business Administration
(5.2)
The
registration of this share transfer shall be filed within 60 days of
acquisition
(5.3)
At
the closing, Ever Auspicious International Limited holds 100% interests in
Tianjin Shisheng Investment Group Limited, total registered capital is RMB
95,000,000, the company changed its name to Tianjin Seashore New District
Shisheng Business Trading Co. Ltd. and the business scope is:
Mechanical
and Electronic products, car accessories, hardware, electric and chemical
(excluding chemical dangerous and drugs), general merchandise, decoration
material, computer and components and accessories wholesale, commission
surrogate (excluding auction), retail (excluding open shops), import and export
business, software development, information consulting business, international
goods transportation (Business items related to exclusive privilege and special
approval should only be carried out with effective certificate or license
approved.)
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6.
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Rights
and Responsibilities
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(6.1)
At
the closing , Party D is entitled to 100% rights and responsibilities as the
sole shareholder of the Company, Party D shall perform and fulfill its rights
and responsibilities according to <Company Law> and <Article of
Association>
(6.2)
All
parties shall keep this transfer confidentially until the
completion
(6.3)
Party D shall make the payment on time
(6.4)
Party A, B and C shall surrender the holding in the company, the client list,
technical report and related information to Party D at the closing
(6.5)
At
the completion of the business registration amendment, Party A, B and C are
not
entitled to any rights and responsibilities of the Company
(6.6)
Party A,B and C agreed not to release any confidential information, technical
or
business to any party, they also agreed not to use these information for their
own business conduct
7.
Breach
of agreement
(7.1)
After the execution, if any party or parties do not perform or fully perform
the
terms contained, it will be defined as breach of agreement. The Breaching party
has the obligation to cover the other party/parties who suffered directly from
the breach
(7.2)
If
any party/parties breach of the agreement, the un-breaching party has the right
to demand the breaching party to fully perform the terms
8.
Amend
and dissolution of the agreement
(8.1)
Any
amendments to this agreement has to be approved by all 4 parties in written
or
else this agreement keeps effective
(8.2)
If
any party/parties breach of the agreement, the un-breaching party has the right
to demand the breaching party to fully perform the terms
(8.3)
The
termination of this agreement has to be approved by all 4 parties in written
or
else this agreement keeps effective
9.
Applying law
(9.1)
This agreement is applied with Chinese law
(9.2)
All
parties shall settle the dispute, if any, by friendly negotiation, failed in
negotiation, any party has right to bring the case to local arbitration, the
result by arbitration is final and binding both parties
10.
Validation
This
agreement has 5 copies, Party A,B,C and D each holds one copy and one copy
filing with Tianjin Business Administration, all these 5 copies has the same
legal effect
Execution
and Seal
Xxxxx
Xxxxxxx, Xia Qiming, Qian Yuxi, Ever Auspicious International
Limited
