Asset Transfer Agreement
Exhibit 10.9
Asset transferor: Xxxxxxx Xxxxxxx Sunshine Biotechnology Co., Ltd. (hereinafter referred to as “Party A”)
Unified social credit code: [ ]
Legal representative: Xxx Xxxxxxx
Asset transferee: Chengdu Skyherb Biotechnology Co., Ltd. (hereinafter referred to as “Party B”)
Legal representative: Xxx Xxxxxxx
Address: Building 0, Xxxx X, Xx. 000, Xxxxx Xxxx, Xxxxxx Xxxxxx, Xxxxxxx Xxxxxx, Xxxxxxx Xxxx, Xxxxxxx Xxxxxxxx
Given:
Party A and Party B are limited liability companies legally established and existing in the People’s Republic of China, and Party A is willing to Transfer its company assets to Party B according to the conditions stipulated in this contract; Party B is also willing to accept Party A’s company’s assets. Party A and Party B are based on the principle of fairness, reciprocity, and good faith.
With regard to the transfer of the assets of Party A (hereinafter referred to as the assets of Party A or assets of the target company), after negotiation and consensus, the contract is as follows:
Article 1 Target Company Assets
The assets of the target company include the following:
1. fixed assets
Production and office equipment of the target company (including equipment information and all target company files and spare parts and office supplies) are transferred to Party B, see the attached asset list for details.
2. Intellectual property rights
The target company owns the intellectual property rights (see the attached asset list for details), and Party A agrees to transfer the above intellectual property rights to Party B.
Article 2 Credits and debts of the target company
1. Debt. All creditor’s rights of the target company prior to the handover date of June 15, 2020, shall be transferred to Party B, and Party A shall perform the obligation to notify the debtors.
2. All debts incurred by the Party A before the signing of this contract shall be transferred to Party B, and Party A shall perform the obligation of notification to the creditors and obtain the consent of the creditors.
Article 3 Personnel of the target company
1. Some employees of Party A will be taken over by Party B. Under the premise of obtaining the consent of the employees of the target company, Party A and relevant employees shall terminate the labor contract on the day of handover, settle all rights and obligations, and Party B and relevant employees shall re-sign labor contracts. The employee roster is attached as appendix 2 of this agreement.
2, The wages and social insurance of employees before the date of handover shall be paid and paid by Party A.
The subsequent employee wages, social insurance, etc. shall be paid and paid by Party B.
3. Party A shall bear the legal responsibilities arising from the employee labor contract and social insurance disputes before the date of handover.
Article 4 Transfer Price and Payment
1. The two parties agreed that the overall sale price of assets (including creditor’s rights and debts) is RMB 6,862,371 yuan. The price includes all asset prices and creditor’s rights and debts transferred by Party A, but does not include the amount that should be borne by Party B during the transfer process.
2. Party B shall pay the transfer price in one lump sum within 5 days from the date of signing this contract.
3. The asset transfer and handover date under this agreement is June 15, 2020.
4. On the handover date of this contract, Party A and Party B jointly conduct an inventory of the target asset list and form a completed list of assets attached as annex 1 to this contract.
Article 5 Representations and Warranties
1. Party A’s representations and warranties
(1) Party A guarantees that the quality status, useful life, and the conditions are true;
(2) Party A guarantees that the ownership of the assets transferred above is undisputed and unsecured, and that Party A represents that the properties have full title.
(3) Before the signing of this contract, Party A shall perform internal approval procedures for this transfer.
The executive director of the company has made a resolution agreeing to transfer the target assets;
2, Party B’s representations and warranties
(1) Party B guarantees that it will perform its obligations in good faith in accordance with the provisions of this contract;
(2) Party B guarantees that the source of funds for the transferred target assets is legal.
(3) Before signing this contract, Party B shall perform internal approval procedures for this transfer, and the executive director of Party B’s company has made a resolution approving the transfer of the target assets.
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Article 6 Confidentiality Clause
For all business documents, data and information obtained by Party A and Party B about the other party in this target asset transfer, both parties are obliged to keep confidential the materials and other information, and shall not disclose them to any third party except as required by law.
Article 7 Liability for breach of contract
After this contract takes effect, both parties shall perform the contract in good faith. If any party violates the contract, it shall be liable for the breach.
Article 8 Attachments to the Contract
The annex to this contract is an integral part of this contract and is also a necessary condition for this contract to take effect.
Items include:
| 1. | Attachment 1: | Detailed list of target assets; |
| 2. | Attachment 2: | Employee roster; |
| 3. | Attachment 3: | The executive directors of parties A and B have the authority to agree to the target asset transfer. |
Article 9 Dispute Resolution
If a dispute occurs due to the performance of this contract, the two parties shall negotiate to resolve it. If it cannot be resolved through negotiation, either party may to sue in the court.
Article 10 Miscellaneous
1.Matters not covered in this contract and matters that need to be changed shall be determined in the form of a supplementary contract after negotiation.
2. This contract is in quadruplicate, and each party holds two copies.
| Party A: (stamp) | Party B: (stamp) |
| Legal representative: (signature) | Signature of Legal Representative) |
| Xxx Xxxxxxx | Xxxxxxx Xxx |
| Date: June 15, 2020. |
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Attachment 1: Detailed list of target assets
Attachment 2: Employee Roster
Attachment 3: The resolution of the executive directors of parties A and B agreeing to the transfer (acquisition) of the target assets
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| Annex I | Detailed list of target assets | unit: yuan |
| Asset compilation and research | Asset Name | category | model | unit | quantity | Currency | original value original currency | accumulated depreciation | net worth | service life | remaining life | purchase price | tax | Total price and tax | ||
| SC001 | Fruit and vegetable radish washing machine | Production equipment | 1 | RMB | 14000 | 1329.96 | 12670.04 | Issue 120 | Issue 109 | 12670.04 | 126.7 | 12796.74 | ||||
| SC002 | Digital Biological Microscope | Production equipment | tower | 1 | RMB | 6000 | 570 | 5430 | 120 | Expect | Issue 109 | 5430 | 54.3 | 5484.3 | ||
| SC003 | Trough mixer | Production equipment | tower | 1 | RMB | 10000 | 950.04 | 9049.96 | Issue 120 | Issue 109 | 9049.96 | 90.5 | 9140.46 | |||
| SC004 | Rotary vibrating screen | Production equipment | tower | 1 | RMB | 9000 | 855 | 8145 | Issue 120 | Issue 109 | 8145 | 81.45 | 8226.45 | |||
| JY001 | incubator | operating equipment | indivual | 3000 | RMB | 36000 | 6270 | 29730 | Issue 60 | Issue 50 | 29730 | 297.3 | 30027.3 | |||
| JY002 | Plastic tray | operating equipment | indivual | 30 | RMB | 5400 | 940.5 | 4459.5 | Issue 60 | Issue 50 | 4459.5 | 44.6 | 4504.1 | |||
| JY003 | steel wood bench | operating equipment | tower | 3 | RMB | 15000 | 2612.5 | 12387.5 | Issue 60 | Issue 50 | 12387.5 | 123.88 | 12511.39 | |||
| JY004 | Clean bench | operating equipment | tower | 3 | RMB | 7920 | 1379.4 | 6540.6 | Issue 60 | Issue 50 | 6540.6 | 65.41 | bb06.01 | |||
| JY005 | incubator | operating equipment | set | RMB | 5760 | 1003.2 | 4756.8 | Issue 60 | Issue 50 | 4756.8 | 47.57 | 4804.37 | ||||
| JY006 | dicing machine | operating equipment | tower | 1 | RMB | 3600 | 570 | 3030 | Issue 60 | Issue 51 | 3030 | 30.3 | 3060.3 | |||
| SC005 | Water purification equipment | Production equipment | tower | RMB | 150000 | 10687.5 | 139312.5 | Issue 120 | Issue 109 | 139312.5 | 1393.12 | 140705.63 | ||||
| DZ001 | laptop | Electronic equipment | tower | 1 | RMB | 6800 | 1614.96 | 5185.04 | Issue 36 | Issue 28 | 5185.0 | 51.85 | 5236.89 | |||
| JY007 | blender | operating equipment | tower | RMB | 2500 | 356.22 | 2143.78 | Issue 60 | Issue 52 | 2143.78 | 21.44 | 2165.22 | ||||
| DZ002 | Desktop PC | Electronic equipment | tower | 2 1 | RMB | 11749 | 2790.36 | 8958.64 | Issue 36 | Issue 28 | 8958.64 | 89.59 | 9048.23 | |||
| D2003 | printer | Electronic equipment | HPM281 | tower | 1 | RMB | 4890 | 1161.36 | 3728.6 | Issue 36 | Issue 28 | 3728.64 | 37.29 | 3765.93 | ||
| SC006 | Disinfection pool | Production equipment | indivual | 1 | RMB | 7000 | 498.78 | 6501.22 | Issue 120 | Issue 112 | 6501.22 | 65.01 | 6566.23 | |||
| SC007 | water tank | Production equipment | set | RMB | 61000 | 4346.28 | 56653.72 | Issue 120 | Issue 112 | 56653.72 | 566.54 | 57220.26 | ||||
| SC008 | Fire facilities | Production equipment | set | 1 | RMB | 60000 | 8550 | 51450 | Issue 60 | Issue 52 | 51450 | 514.5 | 51964.5 | |||
| JY008 | plastic box | operating equipment | indivual | 2000 | RMB | 24000 | 3420 | 20580 | Issue 60 | Issue 52 | 20580 | 205.8 | 20785.8 | |||
| JY009 | desk | operating equipment | set | 1 | RMB | 25000 | 3166.64 | 21833.36 | Issue 60 | Issue 52 | 21833.36 | 218.33 | 22051.69 | |||
| JYO10 | Crate | operating equipment | indivual | 500 | RMB | 110000 | 13933.36 | 96066.64 | Issue 60 | Issue 53 | 96066.6 | 960.67 | 97027.27 | |||
| DZ004 | Instruments for non-metallic mineral products | Electronic equipment | indivual | 1 | RMB | 697.75 | 147.28 | 550.47 | Issue 36 | Issue 29 | 550.47 | 5.5 | 555.97 | |||
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| Asset compilation and research | Asset Name | category | model | unit | quantity | Currency | original value original currency | accumulated depreciation | net worth | service life | remaining life | purchase price | tax | Total price and tax | ||
| JYO11 | Tissue culture tray | operating equipment | indivual | 600 | RMB | 4320 | 547.2 | 3772.8 | Issue 60 | Issue 53 | 3772.8 | 37.73 | 3810.53 | |||
| DZ005 | Desktop PC | Electronic equipment | tower | 1 | RMB | 2259 | 417.27 | 1841.73 | Issue 36 | 30 issues | 1841.73 | 18.42 | 1860.15 | |||
| JY012 | Blast drying oven | operating equipment | tower | RMB | 3465 | 329.16 | 3135.84 | Issue 60 | Issue 54 | 3135.84 | 31.36 | 3167.2 | ||||
| JY013 | Vertical sterilizer | operating equipment | tower | 1 | RMB | 3215 | 305.4 | 2909.6 | Issue 60 | Issue 54 | 2909.6 | 29.1 | 2938.7 | |||
| JYO14 | Electronic Daping | operating equipment | JA5003 | tower | 1 | RMB | 1880 | 178.62 | 1701.38 | Issue 60 | Issue 54 | 1701.38 | 17.01 | 1718.39 | ||
| SC009 | Haier refrigerator | Production equipment | 630 liters | tower | 1 | RMB | 5998.98 | 284.94 | 5714.04 | Issue 120 | Issue 114 | 5714.04 | 57.14 | 5771.18 | ||
| JY015 | Tissue Culture Bottle | operating equipment | 100ML | indivual | 2 | 60000 | RMB | 133900 | 8480.32 | 125419.68 | Issue 60 | Issue 51 | 125419.06 | 1254.19 | 126673.25 | |
| JY016 | Insect bottle | operating equipment | 100ML | indivual | 2 | 60000 | RMB | 143000 | 9056.68 | 133943.32 | Issue 60 | Issue 56 | 133944.2 | 1339.44 | 135283.64 | |
| SC010 | Biological training unit | Production equipment | set | 11 | RMB | 3150300 | 74819.64 | 3075480.36 | Issue 120 | Issue 117 | 3075180.36 | 30754.76 | 3106235.12 | |||
| DZ006 | Ozone generator | Electronic equipment | tower | 1 | RMB | 1448.8] | 114.69 | 1334.12 | Issue 36 | 30 issues | 1334.12 | 13.34 | 1347.46 | |||
| DZ007 | heater | Electronic equipment | pioneer | tower | 1 | RMB | 1197 | 94.77 | 1102.23 | Issue 36 | Issue 28 | 1102.23 | 11.02 | 1113.25 | ||
| DZ008 | Vacuum cleaner | Electronic equipment | Supor | tower | 1 | RMB | 895.6 | 70.89 | 824.71 | Issue 36 | Issue 29 | 824.7 | 8.25 | 832.96 | ||
| SC011 | Biochemical incubator | Production equipment | SHP-250 | tower | 1 | RMB | 6300 | 299.25 | 6000.75 | Issue 60 | Issue 58 | 6000.75 | 60.01 | 6060.76 | ||
| Biological training unit | Production equipment | set | 4 | 2265330 | 2265330 | 2265330.12 | 22653.41 | 2287983.53 | ||||||||
| Biological culture supervision platform | Production equipment | set | 664370 | 664370 | 664370 | 6643.72 | 671013.72 | |||||||||
| total | 6964196.14 | 162152.2 | 6802043.97 | 6802044.33 | 68020.55 | 6870064.88 | ||||||||||
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| Xxxxx XX: | employee roster |
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Decision made by the executive director of Chengdu Skyherb Biotechnology Co., Ltd.
According to the provisions of the company’s articles of association, the executive director of Xxxxxxx Xxxxxxx Sunshine Biotechnology Co., Ltd. decided as follows:
Considering the company’s financial situation, it is agreed that the company will transfer its assets to Chengdu Skyherb Biotechnology Co., Ltd. According to the principle that people go with assets, all personnel of the company are also transferred to Chengdu Skyherb Biotechnology Co., Ltd.
| executive Director | |
| (signature) | |
| June 14, 2020 |
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Decision made by the executive director of Chengdu Skyherb Biotechnology Co., Ltd.
According to the provisions of the company’s articles of association, the executive director of Chengdu Skyherb Biotechnology Co.,
Ltd. decided as follows:
Considering the company’s business development, it is agreed that the company will get the transfer of the assets of Xxxxxxx Xxxxxxx Sunshine Biotechnology Co., Ltd, and receive its personnel at the same time.
| Executive Director | |
| June 14, 2020 |
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