EQUITY TRANSFER AGREEMENT
Exhibit 4.50
English Translation for Reference
Transferor: Cui Yachao (hereinafter referred to as “Party A”)
Address: Team Xx. 000, Xxxxx Xxxx Committee, Hongqi Street, Chaoyang District, Changchun
ID Card No.: 000000000000000000
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Telephone No.: 00000000000 |
Transferee: Xxxx Xxxxxxx (hereinafter referred to as “Party B”)
Address: Units 1 and 8, 17th Floor, Tax Free Business Mansion, Xx. 0, Xxxxx Xx Xxxx,
Xxxxxx Xxxxxxxx, Xxxxxxxx, Xxxxxxxxx Xxxxxxxx
ID Card No.: 000000000000000000
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Telephone No.: 00000000000 |
Shenzhen Guanli Agricultural Technology Co., Ltd. (hereinafter referred to as the “Joint
Venture”) was established by Party A and Xx Xxxx as an equity joint venture in Shenzhen on November
6, 2008 with a registered capital of RMB50 million, in which Party A owns 5% equity interest.
Party A agrees to transfer its 5% equity interest in the Joint Venture to Party B and Party B
agrees to accept such transfer. Party A and Party B have unanimously reached the following
agreement in respect of the equity transfer after mutual consultation in accordance with the
Company Law of the People’s Republic of China and the Contract Law of the People’s Republic of
China:
I. Equity Transfer Price, and its Payment Period and Method:
1. Party A owns 5% equity interest in the Joint Venture. In accordance with the requirements
of the original articles of association of the Joint Venture, Party A shall contribute RMB2.5
million and has actually contributed RMB2.5 million. Party A hereby transfers its 5% equity
interest in the Joint Venture to Party B at a price of RMB2.5 million.
2. Party B shall pay to Party A the equity transfer price in a lump sum by bank transfer in
such currency and amount as prescribed in the preceding paragraph within 30 days from the date on
which this Agreement becomes effective.
II. Party A guarantees that it has the full right to dispose of any equity interest proposed
to be transferred to Party B. It also guarantees that no pledge has been created over such an
equity interest and that the equity interest has not been seized and is free from any third party
claims. Otherwise, Party A shall bear all economic and legal liabilities arising therefrom.
III. Sharing of Profits and Losses of the Joint Venture (Including Liabilities and Debts):
1. Party B shall be entitled to profits of the Joint Venture and undertake its risks and
losses according to their respective equity ratio after this Agreement becomes effective.
2. If, at the time of signing this Agreement, Party A fails to notify Party B accurately of
any liabilities undertaken by the Joint Venture prior to the equity transfer, and, as a result,
Party B suffers losses after she becomes a shareholder of the Joint Venture, Party B shall have the
right to make claims against Party A in respect of such losses.
IV. Liabilities for Breach:
1. The parties shall perform this Agreement on a voluntary basis once it becomes effective.
Any party who fails to fully perform his/her obligations as required by this Agreement shall bear
all liabilities according to law and the provisions hereof.
2. Should Party B fails to settle the equity transfer price as scheduled, she will pay a
default penalty that is equivalent to 0.0003% of the portion of the equity transfer price that has
been overdue for each day overdue. If Party A suffers any loss due to the breach of this Agreement
by Party B, and the default penalty paid by Party B is lower than the actual amount of the loss,
Party B shall make compensation separately in respect thereof.
3. If, due to the fault of Party A, Party B is unable to change the registration as scheduled
or the realization by Party B of the purpose for concluding this Agreement is seriously affected,
Party A shall pay to Party B a default penalty that is equivalent to 0.0005% of the portion of the
equity transfer price that has been paid by Party B. If Party B suffers any loss due to the breach
of this Agreement by Party A, and the default penalty paid by Party A is lower than the actual
amount of the loss, Party A shall make compensation separately in respect thereof.
V. Modification or Discharge of this Agreement:
Party A and Party B may modify or discharge this Agreement after a unanimous agreement is made
through mutual consultation. If this Agreement is to be modified or discharged after consultation,
the parties shall enter into a separate agreement for modification or discharge of this Agreement,
and such an agreement shall be notarized by Shenzhen Notary Public Office.
VI. Undertaking of Relevant Costs:
All costs incurred during the equity transfer (such as the costs in connection with
notarization, appraisal or audit, and any change of registration with the administrative department
for industry and commerce) shall be borne by Party A.
VII. Ways of Dispute Resolution:
Any dispute arising out of or in connection with this Agreement shall be resolved by Party A
and Party B through friendly consultation. In the event that no agreement can be made, such
dispute shall be resolved in the following ways (please select any one of the options listed below
and only one option can be chosen. Please put a “ü” in the box next to the option you
select): þ making an application to Shenzhen Arbitration Commission for arbitration; o
referring such dispute to China International Economic and Trade Arbitration Commission, Southern
China Branch, for arbitration in Shenzhen; o instituting a legal action in a people’s court with
competent jurisdiction.
VIII. Conditions for this Agreement to Become Effective:
This Agreement shall become effective once it is signed (and sealed) by Party A and Party B,
respectively, and notarized by Shenzhen Notary Public Office. The parties shall complete the
formalities in relation to the change of registration with the administrative authority for
industry and commerce according to law after this Agreement becomes effective.
IX. This Agreement is executed in 6 originals. Party A and Party B shall each keep one
original, each of the Joint Venture and Shenzhen Notary Public Office shall keep one original and
the remaining originals shall be provided to the relevant government departments.
Transferor: /s/ Cui Yachao
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Transferee: /s/ Xxxx Xxxxxxx |
Made in Shenzhen on November 5, 2009
English Translation for Reference
NOTARIAL CERTIFICATE
(2009) Xxxx Xxxxx Zi No. 176463
Applicants:
Transferor (Party A): Cui Yachao with ID card number: 220104195612155017
Transferee (Party B): Xxxx Xxxxxxx with ID card number: 440106197702170360
Matter for Notarization: Equity Transfer Agreement
Party A and Party B made an application to us on November 5, 2009 for notarization of the
Equity Transfer Agreement attached in front of this Certificate.
It is found after investigation that Party A and Party B entered into the Equity Transfer
Agreement attached in front of this Certificate after a unanimous agreement is made through mutual
consultation. The parties had the civil right and civil capacity as required by law at the time of
signing the Agreement.
Shenzhen Guanli Agricultural Technology Co., Ltd. was established on November 6, 2008 with a
registered capital of RMB50 million. Party A owns 5% equity interest in such company. Party A
hereby transfers its 5% equity interest in such company to Party B at a price of RMB2.5 million.
Party B agrees to accept the above equity interest at the price mentioned above.
By signing the Equity Transfer Agreement, the parties express their real intention to make the
equity transfer. The terms of this Agreement, such as the price for the equity transfer, its
payment method and breach of liabilities, are specifically and clearly defined.
Based on the above facts, it is hereby certified that Cui Yachao (as Transferor) and Xxxx
Xxxxxxx (as Transferee) entered into the Equity Transfer Agreement attached in front of this
Certificate in Shenzhen on November 5, 2009. The execution of the Agreement by the parties are in
compliance with Article 55 of the General Principles of the Civil Law of the People’s Republic of
China, and the contents of the Agreement are in compliance with the relevant requirements of the
Company Law of the People’s Republic of China and the Contract Law of the People’s Republic of
China. The signature of the respective parties to the Agreement are real.
| Shenzhen Notary Public Office, Guangdong Province, | ||
| the People’s Republic of China | ||
| Notary: /s/ | ||
| [Chop of Shenzhen Notary Public Office, | ||
| Guangdong Province, is affixed] |
November 5, 2009
