Strategic Acquisition Agreement
EXHIBIT
10.10
This
agreement is signed by the following two parties in Xi'an, Shaanxi
Transferor
(Party A): Li Hua Dong, ▇▇ ▇▇▇▇ Jun
Transferee
(Party B): Xi'an Hanxin Science and Technology Co. Ltd
Whereas:
1. Party A
is a natural person with complete civil action capability;
2. Party B
is an effective corporation established in July 2002 according to laws of China;
the registered capital is RMB50,010,000;
3. Party
A has 100% ownership of Sichuan Hanxin Cork Products Company Ltd. Until the
signing of this agreement, party A has paid up all registered capital, and
legally posesses the full and complete ownership of the company;
4. Party A
hereby transfers Sichuan Hanxin to party B by means of transfering all assets of
the company. Party B agrees to accept the company to complete the acquisition
procedure;
5. According
to the current situation of Sichuan Hanxin and the requirements of party B's
mid-long term development plan, both parties agree that the execution period of
this acquisition shall be one year upon signing of this agreement;
6. Party A
hereby promises not to enter into any discussions of acquisition with any third
parties during one year after signing of this agreement;
7. Party B
agrees to execute this agreement within one year.
Price of
the ownership and capital transfer
1. Both
parties agree that the price of the transfer of ownership shall be based upon
the audited assets of Sichuan Hanxin;
2. The
transfer of ownership and assets: Party A shall complete the following within
seven days of signing of this agreement:
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a)
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Transfer
the management right to party B (including but not limited to changing all
staff members of the board of directors, the board of supervisors and
chief manager to persons agreed or designated byparty
B;
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b)
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Actively
cooperate with party B to amend and sign the necessary files for the
transfer of ownership according to related laws and regulations, and to
complete the change of registration with the industry and commercial
management departments.
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3. Obligations
of the transferor:
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a)
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Party
A shall cooperate and assist party B with the auditing and financial
assessment of Sichuan Hanxin;
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b)
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Party
A shall sign or provide all necessary files related to the transfer of
ownership and assets in a timely
manner;
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Party B
shall supervise and urge Sichuan Hanxin to complete the change of industrial and
commercial registration procedures according to this agreement.
4. Representation
and warrants:
The
transferor hereby irrevocablly represents and warrants that:
a) Party A
willingly transfer all ownership and assets of Sichuan Hanxin;
b) Party A
has not established any form of guarantee or has any legal flaws on the
transferred ownership and assets, and guarantee that after accepting the
transferred ownership and assets, party B shall not encounter and form of such
guarantee or claims, or to face any similar obstacles or threats to their
rights.
5. The
transferee hereby irrevocablly represents and warrants that:
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a)
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Party
B willing accept all ownership and assets transferred by party
A;
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b)
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Party
B shall not breach party B's Articles of Association by entering into and
executing this agreement according to the rights and obligations stated in
this agreement, nor does any legal obstacles exists for this
agreement.
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c)
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Party
B guarantees the true will of accepting the transferred ownership and
assets, and that party B is capable of executing this
agreement.
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6. Amendment,
change and supplementation
The
amendment, change and supplementation of this agreement shall be done in written
form after agreements between the two parties through negotiation, and shall
come into effect after signing of the two parties.
7. This
agreement has three duplicates, either party shall hold one duplicate, Sichuan
Hanxin shall keep the other duplicate.
Issues
uncovered in this agreement shall be covered in other supplementary agreements
signed by the two parties.
Party A:
Li Hua Dong, ▇▇ ▇▇▇▇ Jun
Party B:
Xi'an Hanxin Science and Technology Co. Ltd
Sep.
20th,
2009