Asset Purchase Agreement
Exhibit
2.1
Party A:
Wuhan Blower Co., Ltd.
Party B:
Wuhan Gongchuang Real Estate Co., Ltd.
Through
friendly negotiation, Party A and Party B agree to the following terms and
conditions concerning the acquisition of the assets of Wuhan Shukong Co., Ltd.,
which is owned by Party B.
I.
Acquisition Terms
1.
Ownership of assets: The said assets of the agreement were legally owned by
Party B, which Party B shall transfer to Party A after the completion of the
transaction. The Party A shall have no legal obligation to the liabilities
and/or legal burden imposed on the subject assets.
2.
Arrangement of staff: Party A will acquire only these physical assets and have
no legal obligation regarding the arrangement of the existing
staff.
II.
Acquisition Procedures
1.
Inventory of assets: Party B shall first undertake an inventory of all the
physical assets and provide an inventory record for the review of Party A.
During the inventory, Party B shall determine the quantity and not the value of
the assets.
2.
Pricing of assets: The value of the assets shall be appraised by an independent
qualified valuator commissioned by both parties hereto. The transaction price
shall be decided on the basis of the valuation and through friendly negotiation
between the parties.
3.
Transfer of assets: After verifying its accuracy, the parties hereto shall
jointly sign and stamp the inventory record. Thereafter, Party A shall take
ownership all the assets. Party B shall provide reasonable assistance to Party A
in connection with the necessary transfer procedures required pursuant to
applicable laws and regulations for the assets, such as the building property,
land, etc. The fees related to the property transfer shall be born by both
parties in the proportion as provided in applicable Chinese laws and
regulations.
III.
Payment
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1.
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70%
of the total consideration shall be paid within one week after the
valuation report is issued. The remaining 30% of the total
consideration shall be paid in installments within one
year.
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2.
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Party
A contracted Party B to complete a construction project under that
certain Project Construction Entrustment
Contract. Party B may not reject the construction or delay the
construction schedule under that contract on the excuse of disputes
arising from this agreement. The existing Project Construction Entrustment
Contract between the parties hereto remains in full force and
effect.
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IV.
Schedule
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1.
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Party
B shall complete the inventory of assets and present the inventory record
to Party A within one (1) week from the date this agreement is executed by
the parties.
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2.
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After
receiving the inventory record, Party A shall complete its review within
three (3) days. The inventory record shall be confirmed by joint signature
by both parties hereto.
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3.
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Within
one (1) week, Party B shall organize the appraisal of the assets by an
independent qualified valuator and provide the valuation report to Party
A.
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4.
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Both
parties may enter further negotiations based on the valuation
report. The parties shall determine the transaction price
within three (3) days.
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5.
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After
the transfer of ownership of the assets, both parties shall undertake the
necessary procedures to complete the
transaction.
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V. This
agreement shall be produced in 4 copies and each party shall keep two (2)
copies.
This
agreement shall take full force and effect upon the signing and stamping by the
qualified representatives of both parties hereto.
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Party
A:
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Party
B:
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Representative
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Representative
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Company
chop
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Company
chop
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2008.12.25
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