PROPERTY TRANSFER AGREEMENT
Exhibit
10.27
This
Agreement is entered in Wuqing Tianjin on the day of December 25,
2008.
PARTY A
(TRANSFERRER): TIANJIN TIANSHI BIOLOGICAL DEVELOPMENT CO., LTD.
PARTY B
(TRANSFEREE): TIANJIN TIANSHI GROUP CO., LTD.
In the
principle of fairness and mutual benefits, Party A and Party B reach the
provisions set forth below after negotiation regarding transfer of the
properties from Party A to Party B:
Article
1 Information of the properties
The
properties transferred hereby are located at Xx. 0 Xxxxxxxx Xxxx, Wuqing
Development Area, Tianjin Hi-Tech Industry Park, China. The overall building
size is approximately 9974.31 square meters. The details of the properties are
showed in Exhibit 1.
Exhibit
1. Property transfer list
|
Order
|
Properties
|
Construction
Size(M2)
|
Property
Title Certificate
|
Lawful
Purpose
|
|
1
|
Workshop
1
|
863.25
|
Xx
Xxxx Zi No.220050330
|
Industrial
|
|
2
|
Workshop
2
|
3848.82
|
Xx
Xxxx Zi No.220050330
|
Industrial
|
|
3
|
Workshop
4
|
1909.44
|
Xx
Xxxx Zi No.220048143
|
Industrial
|
|
4
|
Dinning
Hall
|
3352.80
|
Xx
Xxxx Zi No.220048143
|
Industrial
|
Article
2 The Scope of the properties and consideration
2.1 Both
of the two parties agree that Party A transfers the above listed properties to
Party B.
2.2 The
transfer fee of the properties is Renminbi 32,800,000.00 Yuan.
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3
Article
3 Payment
The
transfer agreement is signed by both parties, and Party B shall payoff all
property transfer fees lay-away after this agreement is entered. The amount of
each batch of payment should be settled by negotiation.
Article
4 Representations and Warranties
Party A
represents and warrants that it has the complete rights over the subject
constructions and land use right. The property transfer herein will not breach
any contract to a third party, or violate a third party’s rights, or result in
any liability of Party B to a third party. Party A agrees to settle any dispute
or claim hereby if any and indemnifies Party B any losses due to such
claims.
The
damage risk relating to the subject constructions will transfer along with their
delivery. Party A agrees to bear the damage risk prior to the delivery and Party
B agrees to bear the damage risk as of the delivery.
Article
5 Force majeure
5.1 Performance
exemption.
Neither party is entitled to claim its losses in the case that either
party is unable to perform this agreement in part or in the whole, or
the performance is unnecessary due to the force majeure.
5.2 Force
majeure means accidents that are unpredictable and unavoidable, including
but not limited to: earthquake, typhoon, flood, fire, embargo, sturt or war, but
not including the requesting party’s financial difficulty or construction
removal or requisition by the government.
5.3 The
effected party shall promptly notify the other party within seven days or
as early as possible through an effective communication way as of the day
when an accident happens.
5.4
Accidents that happen after delay of performance can not exempt the liability of
the breaching party.
Article
6 Termination
In the
case that one party fails to perform the agreement even after the other party’s
written notice, the abiding party has right to terminate the
agreement
Page 2 of
3
and is
exempted from any liabilities hereby. The breaching party shall indemnify the
abiding party’s losses, if any.
Article
7 Controversy jurisdiction
Any
dispute arising from or in connection with the agreement shall be settled
through good faith negotiation between the parties. In the event of no
settlement is concluded, parties are entitled to lodge a complaint to the court
where the fixed assets locate.
Article
8 This agreement is effective as of the signing of the
statutory/authorized representatives and sealing of both parties.
Article
9 Any supplemental agreement by and between both parties is an
undivided part of this agreement and has the same legal effect.
Article
10 This agreement executes in four copies. Each party holds
two.
Party A:
Tianjin Tianshi Biological Development Co., Ltd
By: /s/ Xxxxx
Xx
Name: Xxxxx
Xx
Title: Legal
Representative
Party B:
Tianjin Tianshi Group Co., Ltd
By: /s/ Xxxxxxx
Xx
Name: Xxxxxxx
Xx
Title: Legal
Representative
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