SHARE TRANSFER AGREEMENT WITH RESPECT TO THE SHARES OF Biocentury Transgene (China) Co., Ltd. By and Between CHINA M&A MANAGEMENT HOLDINGS, INC. And BEIJING ORIGIN SEED LIMITED
EXHIBIT
4.28
WITH
RESPECT TO THE SHARES OF
Biocentury
Transgene (China) Co., Ltd.
By
and Between
CHINA
M&A MANAGEMENT HOLDINGS, INC.
And
BEIJING
ORIGIN SEED LIMITED
EXHIBIT
4.28
This
Share Transfer Agreement (the “Agreement”)
is made
by and between the following parties on June 13, 2006 in
Shenzhen:
| (1) |
Transferor/Party
A
: CHINA M&A MANAGEMENT HOLDINGS, INC. Legal
Representative: Xxxx Xxx
|
Address:
Room1202, Building A, Financial Garden, Haikou.
| (2) |
Transferee/Party
B: BEIJING
ORIGIN SEED LIMITED
|
Legal
Representative: Xxx Xxxxxxxx
Address:
Xx.00 XxxxxXxxxXxxx Xxxx, Xxxxxxxxx Xxxxxxxx, Xxxxxxx.
The
Transferor and the Transferee are hereinafter collectively referred to as “Both
Parties” and individually as a “Party.”
WHEREAS:
| 1 |
Until
to the execution day of this Agreement, the Transferor is the legal
owner
of 19% share of Biocentury
Transgene (China) Co., Ltd.
(the “Biocentury”)
which was registered at Shenzhen Administration For Industry &
Commerce on August 19, 1998 o with
the registered capital of RMB
80,000,000;
|
| 2 |
The
Transferee’s is a joint-stock company with legal
entity;
|
| 3 |
The
transferor agrees to transfer and the transferee agrees to purchase
Transferor’s 19% share of Biocentury,
and
|
| 4 |
The
shareholders' committee
of
Biocentury
Transgene (China) Co., Ltd.
also agrees that Transferee accepts the Transferor’s 19% share of the
Biocentury.
|
THEREFORE,
through
friendly negotiation between Transferor and Transferee under principle
of equality and mutual benefit,
the
following agreements have been reached regarding the foresaid share transfer
hereof:
ARTICLE
ONE Transfer Consideration And Payment
1.1
Party
A agrees that the consideration of the share transfer shall be RMB 15,200,000
to
transfer under conditions set forth in this Agreement and Party B agrees to
accept the shares under the consideration.
EXHIBIT
4.28
1.2
Party
B agrees RMB 15,200,000 will be paid to Party A within 10 business days after
the accomplishment of the target share ownership alternation procedure at
Administration for Industry & Commerce.
ARTICLE
TWO Warranties and Commitment
2.1
The
target share is legally and fully owned by Transferor on the settlement day
and
Transferor has full rights to dispose of the target share. There are no
mortgage, pledge, lien and the other third party rights over the target share.
Otherwise Transferor shall bear all the potential economic and legal
liability.
2.2
Transferee shall pay the consideration of the share in full under conditions
of
ARTICLE ONE 1.2 in this Agreement.
ARTICLE
THREE Contingent
Claims
and Liabilities
After
the
execution date of the contract, Transferor still shall bear all contingent
claims
and liabilities of Biocentury according to its owned share ratio.
ARTICLE
FOUR Expenses related to the share transfer
Both
Parties agree to share 50% respectively of the Expenses related to the share
transfer.
ARTICLE
FIVE Liability for Breach of Contract
5.1
Either party to this Agreement does not fulfill partial or full obligations
under this Agreement, the defaulting party shall bear all liabilities and
responsibilities.
EXHIBIT
4.28
5.2
If
Transferee fails to pay the consideration according to the deadline and amount
mentioned in ARTICLE ONE 1.2, Transferee shall pay defaulting fines of 0.5‰ of
the consideration beginning with the overdue date daily.
ARTICLE
SIX Modification and Termination
Under
any
of the following circumstances, either party can modify or terminated this
Agreement, but both Parties shall sign a new agreement regarding modification
and termination:
| i. |
Force
Majeure, or other circumstances that either party can’t prevent as except
both parties are in error.
|
| ii. |
One
party loses its capacity for the performance of this Agreement.
|
| iii. |
One
party breaches its obligations under this Agreement and cause strong
adverse impact on the other party’s economic interest, therefore the
Agreement is necessary to be
terminated.
|
| iv. |
Under
any change of the circumstances, both Parties negotiate and agree
to.
|
| v. |
Others
|
ARTICLE
SEVEN Disputes Settlement
7.1
Disputes related to effectiveness, performance, breach and termination of this
Agreement shall be resolved through friendly negotiations by the
parties.
7.2
If
such negotiation fails, either Party has the right to submit the dispute to
Shenzhen Arbitration Commission.
ARTICLE
EIGHT Condition
and Date of effectiveness
This
Agreement shall come into effect after signature and seal by the transferor
and
the transferee, or their authorized representatives.
EXHIBIT
4.28
ARTICLE
NINE
This
Agreement is made in sextuplicate, one text for each party, including PartyA,
PartyB, and Biocentury,
and
other texts shall be submit to related branch of government for further
procedures.
Xxxx
Xxx
CHINA
M&A MANAGEMENT HOLDINGS, INC
Legal
Representative and Authorized Representative: (Signature)
Xxx
Xxxxxxxx
BEIJING
ORIGIN SEED LIMITED
Legal
Representative and Authorized Representative: (Signature)
EXHIBIT
4.28
SUPPLEMENTARY
AGREEMENT
OF
THE SHARE TRANSFER AGREEMENT
DATED
JUNE 13TH,
2006
This
Supplementary Agreement is effective as of June 13, 2006 and is made by and
between:
| (3) |
Transferor/Party
A
: CHINA M&A MANAGEMENT HOLDINGS, INC. Legal
Representative: Xxxx Xxx
|
Address:
Room1202, Building A, Financial Garden, Haikou.
| (4) |
Transferee/Party
B: BEIJING
ORIGIN SEED LIMITED
|
Legal
Representative: Xxx Xxxxxxxx
Address:
Xx.00 XxxxxXxxxXxxx Xxxx, Xxxxxxxxx Xxxxxxxx, Xxxxxxx.
The
Transferor and the Transferee are hereinafter collectively referred to as “Both
Parties” and individually as a “Party.”
WHEREAS,
Both
Parties have signed the Share Transfer Agreement on June 13, 2006
(“Agreement”).
NOW
THEREFORE,
after
negotiation, Both Parties agree to enter into this Complementary Agreement
under
the following terms:
ARTICLE
ONE SHARE TRANSFER
Both
Parties signed the Share Transfer Agreement on June 13, 2006. Transferor agrees
to transfer to Transferee under conditions set forth in the Agreement 19% shares
of Biocentury
Transgene (China) Co., Ltd.(“Biocentury”),
the
consideration of the share transfer shall be RMB 16,700,000.
ARTICLE
TWO TERM OF PAYMENT
Transferee
agrees to pay the consideration of the share transfer, RMB16,700,000 within
10
business days after accomplishment of the target shares ownership alteration
procedure at Administration for Industry & Commerce directly to the
Biocentury.
EXHIBIT
4.28
ARTICLE
THREE CONDITIONS OF EFFECTIVENESS
The
Complementary Agreement shall come into effect after signature and seal by
both
Parties. In case of any terms and conditions of this agreement conflicting
with
the Share Transfer Agreement dated June 13th,
2006,
it shall be subject to this Complementary Agreement.
ARTICLE
FOUR
This
Complementary Agreement is made in triplicate,
one for
each party, including Transferor, Transferee, and Biocentury.
Xxxx
Xxx
CHINA
M&A MANAGEMENT HOLDINGS, INC
Legal
Representative and Authorized Representative: (Signature)
Xxx
Xxxxxxxx
BEIJING
ORIGIN SEED LIMITED
Legal
Representative and Authorized Representative: (Signature)
