Equity Transfer Agreement
Exhibit
2.5
Transferor
(hereinafter referred to as “Party A”): Hunan Zhaoheng Hydropower Co.,
Ltd.
Address:
Dianzhan Road, Chujiang Town, Shimen County, Hunan Province, PRC
Legal
Representative: Xxxx Xxx
Title:
Chairman of the Board
Transferee
(hereinafter referred to as “Party B”): Shenzhen Zhaoheng Hydropower Co.,
Ltd.
Address:
F/19, Unit A, Jinfengcheng Building, 5015 Shennan East Road, Shenzhen,
PRC
Legal
Representative: Xxxxxxxx Xx
Title:
Chairman of the Board
In
accordance with the relevant PRC laws and regulations and adhering to the
principles of voluntariness, fairness and good faith, Party A and Party B sign
this Equity Transfer Agreement (this “Agreement”).
WHEREAS:
Jingrong
Industrial Development Co., Ltd. in Rongjiang County, Guizhou Province
(hereinafter referred to as “Jingrong”) was founded on January 24, 2002. As of
the signing date of this Agreement, the registered capital of Jingrong was RMB1
million, the total amount of which was contributed by Party A.
1. The
Equity Transferred
Party A
agrees to sell, and Party B agrees to purchase from Party A, 100% equity
interest in Jingrong, which is equivalent to RMB1 million (the “Equity
Transfer”).
2. Sales
Price and Payment Terms
2.1: The
price of this Equity Transfer is RMB17,410,458.7, which is the net book value of
Jingrong on December 31, 2008 audited by Chinese Certified Public Auditor (the
“total amount”).
2.2:
Party A and Party B agree that within three working days from the date that this
Agreement becomes effective, Party B shall pay Party A 20% of the total amount
as deposit. The deposit shall be offset against the total amount after Party A
and Party B fulfill their obligations under this Agreement. If this Agreement is
not fulfilled due to Party B’s default, Party B is not entitled to claim a
refund of the deposit. If this Agreement is not fulfilled due to Party A’s
default, Party A shall refund
twice the amount of the deposit.
2.3:
Party B shall pay Party A the balance of the total amount within fifteen working
days from the date the registration of the Equity Transfer with the
Administration for Industry and Commerce is completed to the bank account
designated by Party A.
1
Account
Name: Hunan Zhaoheng Hydropower Co., Ltd
Bank
Name: Industrial & Commercial Bank of China, Shimen County Branch in
Hunan
Account
Number: 1908073209024528686
3. Rights
and Obligations of Both Parties
3.1: Once
Party A receives the deposit from Party B, Party A and Party B shall amend the
shareholder register, articles of association and register the Equity Transfer
with the Administration for Industry and Commerce. Party A shall provide Party B
with the relevant documents and materials required by the aforementioned
registration.
3.2:
After the amendment of the shareholder register, Party A will no longer enjoy
any shareholder right in Jingrong backdated to January 1, 2009, and Party B
shall be the legitimate owner and enjoy all rights and bear all obligations
attached to the equity transferred.
4. Taxes
and Fees for this Equity Transfer
Each of
Party A and Party B shall bear its corresponding liability concerning
governmental fees and taxes in relation to this Equity Transfer in accordance
with relevant PRC laws and regulations.
5. Breach
of Duties
5.1: If
Party B fails to pay Party A the consideration for the Equity Transfer in
accordance with Article 2.3 under this Agreement, Party B shall pay Party A
liquidated damages at a rate of 0.5% of the overdue payment per day. If the
payment is overdue for more than 30 days, Party A has the right to terminate
this Agreement.
5.2: If
this Agreement is terminated due to force majeure or upon reaching a consensus through
consultations by both parties, Party A shall, within three working days
after such termination, refund the amount paid to Party B with interest
according to the corresponding loan interest set by the People’s Bank of China .
Party A shall pay Party B liquidated damages at a rate of 0.5% of the overdue
payment per day.
6.
Dispute Resolution
The two
parties may try to settle any dispute through amicable negotiations. If no
agreement can be reached, either party may submit the case to the People’s Court
of Shenzhen where this Agreement was signed.
7.
Modification and Termination of this Agreement
7.1: This
Agreement may be modified or terminated if:
7.1.1:
Both parties agree to modify or terminate this Agreement due to a change of
situation without any harm to national and social interests;
2
7.1.2:
All obligations under this Agreement may not be fulfilled due to force majeure;
or
7.1.3:
Either party does not fulfill its obligations under this Agreement within the
period agreed upon by both parties and the other party recognizes such
non-fulfillment.
If both
parties agree to terminate this Agreement, Party A shall refund the payment paid
to Party B.
7.2:
Either party may terminate this Agreement by written notice without bearing any
legal liabilities under any of the following situations:
7.2.1:
Either party makes a false statement or warranty under this Agreement;
or
7.2.2:
Either party materially violates the articles under this Agreement and causes
harm to the other party.
8. The
Effectiveness of this Agreement:
This
Agreement becomes effective after being signed and sealed by both
parties.
9.
Miscellaneous
9.1:
Party A and Party B may sign a supplemental agreement if there are other issues
not covered by this Agreement.
9.2: If the Agreement cannot be
fully performed due to an event of force majeure, liability is partially or
wholly exempted depending on the effect of the event of force majeure. An event
of force majeure occurring after a party has defaulted on its performance does not
exempt such party from liability. If a party is unable to perform the Agreement
as a consequence of force majeure, such party shall timely notify the
other party in order to mitigate the loss potentially incurred by that other
party, and shall provide proof within a reasonable period of time.
9.3: This
agreement is in four copies. Party A, Party B, Jingrong, and the Administration
for Industry and Commerce shall each keep one copy.
|
Transferor
(Party A):
|
Transferee
(Party B):
|
|
(Seal)
|
(Seal)
|
|
Legal
Representative
|
Legal
Representative
|
|
or
Authorized Representative(Signature):
|
or
Authorized Representative
(Signature):
|
Date:
April 10, 2009
3
