EQUITY TRANSFER AGREEMENT
Exhibit
10.13
For
reference only. In case there is any discrepancy in the contents between
the
English
and the Chinese versions, the Chinese version shall
prevail.
This
AGREEMENT is dated 11th
August
2005,
BETWEEN:
(1)
Subscriber: Mr. Song Jinan (“Subscriber 1”)
Nationality:
The People’s Republic of China (“China”)
Identity
Number: 000000000000000000
Address:
Xx0000, Xx0 Xxx 0000 Xxxxxxx Xx, Xxxxxx District, Shanghai.
Subscriber:
Ms. Xxx Xx (“Subscriber 2”)
Nationality:
The People’s Republic of China (“China”)
Identity
Number: 000000000000000000
Address:
Xx0000 Xx0 Xxx 0000 Xxxxxxx Xx, Xxxxxx District, Shanghai.
Subscriber:
Xx. Xxxxx Xxxxx (“Subscriber 3”)
Nationality:
The People’s Republic of China (“China”)
Identity
Number: 310110620916681
Address:
No 8 Jiaosheng Building, Fudan University, Handan Rd,
Shanghai.
Subscriber:
Xx. Xxx Yihong (“Subscriber 4”)
Nationality:
The People’s Republic of China (“China”)
Identity
Number: 410102630529302
Address:
Xx0 Xxxxxxxx Xx00, Xx000 Funiu Rd, Zhongyuan District, Zhengzhou
(the
Subscriber 1, the Subscriber 2, the Subscriber 3 and the Subscriber 4
collectively the “Subscribers” )
(2)
Sinosmart Group Inc., a company incorporated in the British Virgin Islands
and
having its registered office at Suite 3204-5, Great Xxxxx Xxxxxx, 00 Xxxxxxx
Xxxx, Xxxxxxx, Xxxx Xxxx. (“SGI”); and
(3)
Shareholder of SGI: Xx. Xxxx Xxx Xxxx
Nationality:
Hong Kong
Identity
Number: X000000 (0)
Address:
Room 3712, Xxxxxxxxxx Xxxxx, 0 Xxxxxxx Xxxx, Xxxxxxx, Xxxx
Xxxx.
(the
Subscribers, SGI, and the Shareholder of SGI hereafter be named each of the
“Party” and collectively the “Parties”).
WHEREAS:
(A)
Subscribers and Shanghai Shengyuan Estate Co., Ltd (‘Shanghai Shengyuan’) are
former shareholders of Shanghai Shining Biotechnology Co., Ltd (‘ Shining’)
(Subscribers and Shanghai Shengyuan collectively the “ Former Shining
Shareholders” ).
(B)
The
Former Shining Shareholders and SGI entered the subscription agreement
(“Subscription Agreement”) on 11th
August
2005. Pursuant to the Subscription Agreement, the Former Shining Shareholders
agreed to transfer the entire equity interest of Shining to SGI in the
consideration of RMB18, 351,200 (“Consideration”).
(C)
The
Shareholder of SGI is the sole shareholder and sole director of
SGI.
(D)
The
Subscribers, SGI and the Shareholder of SGI agreed to enter into a supplemental
agreement as a part of the Subscription Agreement relating to transfer the
entire equity interest of Shining, to supplement the Subscribers to acquire
the
shares of SGI.
1.
Acquisition
of the shares of SGI
1.1
SGI
and the Subscribers agree and confirm that the Former Shining Shareholders
are
willingness to sell the entire equity interest under the Consideration as
a
priority conditions, and SGI and the Shareholder of SGI agree with the
Subscribers that after the completion of Subscription Agreement and within
the
three months from the date of SGI to become the sole shareholder of Shining,
SGI
shall issue a share to the Subscribers and the Subscribers shall agree under
the
terms and conditions of the Agreement to subscribe the shares of SGI as listed
below.
|
Subscribers
|
Number
of Share (Par value at US$1 per share)
|
Subscription
Amount
(US$)
|
|
Subscriber
1
|
4,545
|
4,545
|
|
Subscriber
2
|
2,655
|
2,655
|
|
Subscriber
3
|
1,350
|
1,350
|
|
Subscriber
4
|
450
|
450
|
|
9,000
|
9,000
|
(The
mentioned 9,000 shares of SGI at par value US$1 is named as “Subscription
Share”)
1.2
SGI
agreed to issue the Subscription Shares to the Subscribers subject to 1.1
above,
and the Shareholder of SGI agreed to be approval for the issuance of the
Subscription Share to the Subscribers by the relevant board meeting and
resolution of the board of SGI and registered the name of the Subscribers
to the
list of members of SGI .
2. Other commitments
2.1
The
Agreement is an essential condition of the entire transaction of shares transfer
of Shining and to be legal binding with the same of the Subscription
Agreement.
2.2
The
Parties hereby confirm that the Agreement will be legal binding upon
signing
.
2.3
This
Agreement shall be governed by and construed in accordance with the laws
for the
time being in force in China. In case of any disputation, it shall be resolved
subject to the clause of 6 in the Subscription Agreement.
2.4
There
shall be 6 copies of the Agreement for each party.
Signature
Page
|
Subscriber
1:
/s/
Jinan Song(Signature)
Name:
Jinan Song
|
|
Subscriber
2
/s/
Xx Xxx(Signature)
Name:
Xx Xxx
|
|
Subscriber
3
/s/
Xxxxx Xxxxx(Signature)
Name:
Xxxxx Xxxxx
|
|
Subscriber
4
/s/
Xxxxxx Xxx(Signature)
Name:
Xxxxxx Xxx
|
SINOSMART
GROUP INC
Authorized
Designate:
Name:
Jin
an Song
/s/
Jin an Song (Signature)
Shareholder
of SGI:
/s/
Xxxx Xxx Xxxx (Signature)
Name:
Xxxx Xxx Xxxx
