Share Transference Agreement
This
agreement is signed by the following parties:
(1)
|
The
transferor: Shanxi Li City Santai Science and Technology Industry
Co., Ltd
|
|
(hereinafter
referred to as Party A)
The
legal representative: Yunzhong Zhang
Legal
address: 16# Guanghan Street, Li city
Tel:
0000-0000000
|
Fax:
0000-0000000
|
|
(2) |
The
transferee: American Dairy
|
(hereinafter
referred to as Party A)
|
Legal
address: American Utah
|
||
Tel:
000-0000000000
|
Fax:
000-0000000000
|
WHEREAS:
(1)
|
Shanxi
Feihe Santai Biology Technology Industry Co., Ltd (hereinafter,
Shanxi
Feihe Company) is a Sino-foreign share joint venture invested by
Party A
and Party B.
|
(2)
|
Party
A is willing to transfer all its Shanxi Feihe Company’s shares to Party B;
Party B is a limited liability company registered in American and
is
willing to accept all the Shanxi Feihe Company’s shares transferred by
Party A.
|
(3)
|
All
the Shanxi Feihe Company’s shares transferred by Party A is sanctioned by
the Shanxi Feihe Company’s shareholder meeting and has also submitted to
the administrative agency for
approval.
|
(4)
|
To
stipulate the shares transferred by Party A is legal and nail down
the
rights and liabilities between the Party A and Party B, after the
friendly
negotiation, according to the related laws, statutes and administrative
agency’s regulations, both parties enter into this agreement and will
perform accordingly.
|
THE
PARTIES HEREBY AGREED AS FOLLOWS:
I. |
NOTE:
|
1
|
In
this agreement, except other indications by this agreement, the
following
words means that:
|
“The
asset” refers to the overall asset of Shanxi Feihe Company (including
the
debt and net asset)
|
“The
related debt” means the liabilities that Shanxi Feihe Company is
responsible for.
|
“The
important contract” means joint investment and important operation
contracts that are signed by the name of Shanxi Feihe
Company.
|
“The
related employee” means the entire formal employee registered in Shanxi
Feihe Company.
|
2
|
Except
that there are no other explanations , the articles and enclosures
mentioned in this agreement point to the articles and enclosures
of this
agreement
|
3
|
The
titles of the articles and enclosures in this agreement are only
set for
convenient reading. They can be ignored in interpreting the
terms.
|
II. |
The
amount and the promises of the share interest
transference
|
1
|
Party
A agrees to transfer the 40% Shanxi Feihe Company’s shares it held to
Party B and Party B agrees to accept the
shares.
|
2
|
After
accepted the shares transferred by Party A , Party B will held
100% of
Shanxi Feihe Company shares and will become the only shareholder
in Shanxi
Feihe Company’s. Shanxi Feihe Company will change into a foreign sole
proprietorship enterprise.
|
3
|
Party
A promise that all the shares that it transferred to Party B is
true,
legal, and has got the necessary authorization and sanction. If
the share
interest transference is false, or recourse by a third party or
is invalid
because it didn’t get the necessary authorization and sanction, and any of
these affairs result in loss to Party B, Party A must compensate
the
entire direct loss of Party B.
|
III. |
The
price and payment of the share to be
transferred.
|
1
|
After
the xxxxxxx and friendly negotiation, both Parties have got the
agree
that: the price of the 40% shares to be transferred by Party A
is 23
million
|
CNY.(
¥23,000,000.00)
|
2
|
Within
30 days after this agreement is sanctioned by the administrative
agency,
Party B should pay 45% of the transfer fee in
installments.
|
3
|
This
agreement will have binding force after both parties have signed
it. If
this agreement needs to be sanctioned by the administrative agency,
it
will take effect from the sanction
day.
|
4
|
The
character of the 2 million energy fund devoted by the municipal
government
will not change. Party B should be liable for 1.5 million of the
fund
which has already been invested in the Shanxi Feihe Company. The
additional 0.5 million will put into---be used as the Party A’s ground
investment and foregoing investment for establishing the
company---factory. Meanwhile,
Party A should also see after the account and help to assist in
presenting
the files and report related to the walnut’s deep process
project.
|
IV. |
Promises
|
1
|
After
the day this agreement is signed by the two Parties, both of Party
A and
Party B should promise that:
|
(1)
|
Any
Party should not transfer, appropriate or usurp up the asset of
Shanxi
Feihe Company in any way.
|
(2)
|
Any
should not deploys employees without the permission of the other
Party.
|
(3)
|
Any
should not do harm to the Shanxi Feihe
Company.
|
(4)
|
The
two parties promise to completely fulfill each obligations and
liabilities
in this agreement.
|
V. |
The
continued obligations after the share interest
transference.
|
1
|
After
the share transference stated in this agreement, if Party A needs
to
assign the directors, the supervisors and other senior managers
to explain
the preterit working and management circs, Party A should promise
that the
directors, the supervisors and other senior managers will continue
to
carry out their obligations.
|
2
|
After
the agreement take effect, the two Parties should affirm that the
Party B
will be liable to or supervise the Shanxi Feihe Company to be liable
to
the responsibilities and obligations which are occurred in the
Shanxi
Feihe Company’s normal operation.
|
3
|
Before
or after the share transference, Party A should actively help Party
B to
transact all the procedure related to the share
transference.
|
4
|
If
Party A’s superior administrative agency visit or inspect the Shanxi Feihe
Company, Party B should provide active
assistance.
|
VI. |
Default
Responsibility:
|
1
|
The
two Parties should respective carry out their own liabilities according
to
this agreement strictly, shouldn’t disobey this
agreement.
|
2
|
If
Party A won’t carry out the liabilities according to this agreement and
result in loss for Shanxi Feihe Company or Party B, Party A should
be
responsible for all the losses of Shanxi Feihe Company or Party
B.
|
3
|
If
Party B does not transfer the share transference price to Party
A
according to this agreement, Party B should continue to carry out
the
liabilities in this agreement.
|
VII. |
Supplementary
Articles
|
1
|
As
to the matters which are not mentioned in this agreement, Party
A and
Party B could sign supplementary agreements. These supplementary
agreements will have the equal legal effectiveness as this
agreement.
|
2
|
This
agreement is in octuplicate, each Party will keep 4 copies, and
all of
them have the same legal
effectiveness.
|
3
|
The
supplementary articles of this agreement are indispensable Parties
of this
agreement and have the same legal effectiveness as this
agreement.
|
4
|
If
the two Parties have disputes regarding this agreement, the two
Parties
should settle the problem by friendly negotiations. If the Parties
can not
reach an agreement, any Party can apply to Beijing arbitrates committee
for arbitrage.
|
5
|
This
agreement will have binding force upon the two parties from the
day the
two Parties signed it.
|
Party
A :
Shanxi Li City Science and Technology Industry Co., Ltd
Legal
representative: Yunzhong
Zhang
Legal
address: 16# Guanghan Street, Li city
Tel:
0000-0000000
Party
B:
American Dairy
Legal
representative:
YoubingLeng
Legal
address: American Utah
Tel:
000-0000000000
July
1st
,
2006