Guangdong Yi An Investment Consulting Co., Ltd. Share Transfer Agreement
Exhibit
10.1
Guangdong Yi An Investment
Consulting Co., Ltd.
Share Transfer
Agreement
Party A.
Xxxxx
Xxxxxxx Nationality:
Chinese
Address: Room
2014, 00 Xxxxxx Xxxx, Xxxxxxxx Xxxxxxxx, Xxxxxxxxx, Xxxxx.
Party B.
Xxxx Xx Nationality:
Chinese
Address: Room
807, 000 Xxxxx Xxxx, Xxxxxx Xxxxxxxx, Xxxxxxxxx, Xxxxx.
Party
C. Apextalk Holdings, Inc.
Registered
Address: 000, Xxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx.
Legal
representative: Zeng Chuanda
Nationality: Chinese
According
to the Company Law of the
People’s Republic of China, The Law of The People's Republic of China on
Chinese-Foreign Equity Joint Ventures and Rules for Foreign Investor Merge
with Domestic Enterprise, together with
other related laws and rules. It is agreed as follows by the parties
on the Share Transfer Agreement:
Party A
is the beneficial owner of 78% of the shares of Guangdong Yi An Investment
Consulting Co., Ltd. (the “Company”); Party B is the beneficial owner of 22% of
the shares of the Company. Parties A and B agree to sell 51% of the
Company’s issued and outstanding common shares (the “Common Shares”), which is
approved by the Company’s shareholder meeting.
Party A
agrees to sell 29% of the Common Shares to Party C and give up any preemptive
rights.
Party B
agrees to sell 22% of the Common Shares to Party C and give up any preemptive
rights as well. Such Shares are
collectively referred to as the Shares.
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1)
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Purchase
Price
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Subject
to the terms and conditions of this Agreement, Party A agrees to transfer 29% of
the Common Shares to Party C in exchange for an amount of USD 2,270,000 and
Party C agrees to accept such transfer subject to the terms above.
Subject
to the terms and conditions of this Agreement, Party B agrees to transfer 22% of
the Common Shares to Party C in exchange for an amount of USD 1,730,000 and
Party C agrees to accept such transfer subject to the terms above.
Party C
represents that such transfer will be approved by the Board of Party C. Party C
further represents that, subject to the terms of Section (1) of this Agreement,
the payment for such shares will be wire transferred to the designated bank
accounts of Party A and Party B within ninety (90) days after the renewal of
Party C’s business license, of which USD 2,270,000 shall be wire transferred to
Party A’s account and USD 1,730,000 shall be wire transferred to Party B’s
account.
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2)
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Representations
and Warranties
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As of
November 30, 2009, all of the Company’s assets and liabilities had been duly
audited and confirmed by Party A, Party B and Party C.
Party A
and Party B represent and warrant that they have the ownership of and full legal
rights to the Shares transferred to Party C. Party A and Party B
further ensure that the Shares are free from any pledge, liens and encumbrances
and are not subject to any third-party claims or litigations. Party A and Party
B will assume all the economic and legal liabilities if the above
representations and warranties are breached.
Party A
and Party B also agree to give up all the preemptive rights.
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3)
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Percentage
of Funding and the Allocation of the Company’s Debts and
Liabilities
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Following
the effective date of this Agreement, the Company will be changed into a joint
venture and Party A and Party C will enter into a new joint venture agreement
and Articles of Association. Party A will provide 49% of the funding,
or RMB 24,500,000. Party C will provide 51% of the funding, or RMB 25,500,000.
Party A and Party C will share the interests, risks and losses of the Company in
accordance with their ownership percentage.
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4)
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Defaulting
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a.
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In
the event that either Party fails to perform any of its obligations
hereunder or the representations and warranties of the Defaulting Party
are untrue or inaccurate, the Defaulting Party shall reimburse the
non-defaulting party for losses arising from such breach suffered by the
non-defaulting party.
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b.
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If
Party C fails to pay the purchase price in accordance with the terms of
this Agreement, Party shall pay a penalty fee equaling to 0.2% of the
purchase price for each delaying
day.
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5)
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Termination
and Amendment
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Upon
occurrence of one of the following events, either party can
amend or terminate this Agreement, however, such amendment or termination shall
be in written form signed by all three parties and approved by relevant
government agencies.
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a.
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Act
of God, or any other unavoidable external factors caused without the fault
of any party, which renders the performance of this Agreement
impossible.
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b.
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Release
of this Agreement as agreed upon by all the Parties.
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6)
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Governing
Law and Jurisdiction
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a.
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This
Agreement shall be governed by and construed in accordance with the laws
of the People’s Republic of China.
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b.
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All
disputes arising out of or in connection with this Agreement shall first
be resolved through negotiations by the Parties. If such
disputes are not resolved by negotiation, any Party may file a lawsuit at
China International Economic and Trade Arbitration Committee to resolve
such dispute. The result will be final and binding on all
Parties.
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7)
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Effectiveness
of this Agreement
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This
Agreement shall be signed and sealed by the authorized representative of Party
A, Party B and Party C, and approved by the relevant authority. A
transfer registration shall also be consummated with the registration authority
within 30 days.
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8)
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Miscellaneous
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a.
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This
Agreement is executed in eight (8) copies, each Party shall hold one set
and the remaining shall be reserved by relevant authorities.
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b.
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This
Agreement is signed by Party A, Party B and Party C at Guangzhou on
December 16, 2009.
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