Agreement of Transfer of Equity
Exhibit
10.31
Parties
related to this agreement:
Party A :
Starway Asia Limited, Hong Kong
Party B :
Harbin Mege Union Management Co., Ltd.
Whereas,
Shenyang Starway Fitness Co., Ltd. (address:124 Xxxxxxx Xxxxxx, Xxxx-Xxxxxx
Xxxxxxxx, 0/X & 0/X, Xxxxxx Xxxxxxxx, Xxxxxxxx) was set up by Party A with
its investment and the Yoga Wave, the North Station Hall is operated by Party A,
Party B is willing to purchase fifty-one percent of the equity of Party A’s
investment and the cooperative relation between the two parties toward the brand
name of Yoga Wave shall continue. Both parties agree to the clauses as follows
:
1. Party
B shall pay Party A a sum of USD three hundred and ninety-nine thousand, seven
hundred and fifty only (USD 399,750) or RMB two million, seven hundred and
eighteen thousand, three hundred yuan only (RMB 2,718,300) to the bank account
designated by Party A. At the same time when Party B has paid the sum as
specified above, Party A shall transfer his held equity, fifty-one percent of
the total equity of Shenyang Starway Fitness Co., Ltd. to Party B. With regard
to Party A’s creditor’s right to Shenyang Starway Fitness Co., Ltd., at USD one
hundred and ninety-five thousand (USD 195,000) or RMB one million, three hundred
and twenty-six thousand yuan only (RMB 1,326,000), Party A shall transfer
fifty-one percent of his creditor’s right, equivalent to USD ninety-nine
thousand, four hundred and fifty only (USD99,450) or RMB six hundred and
seventy-six thousand, two hundred and sixty yuan only (RMB 676,260) to Party
B.
2. As to
operation and management of Starway Fitness Co., Ltd. and the brand name of Yoga
Wave by the two parties and the relation of rights and obligations due to the
present equity participation by the two parties shall be dealt with according to
the agreement of investment in Shenyang Letian Fitness Co., Ltd., which was
signed before, except otherwise agreed by the two parties.
3. After
completion of the equity transfer, a shareholders meeting shall be called
immediately by the two parties to reelect directors and supervisors. Party B
shall appoint a person to serve as the directors’ representative of Starway
Fitness Co., Ltd. and Party A shall recommend two other persons to serve as
directors of Starway Fitness Co., Ltd. except otherwise agreed by the two
parties. Appointment of supervisors shall be discussed by Party A and Party B
jointly through consultation.
4. Both
parties agree that in future development if the capital is increased or a new
enterprise has participated in joint investment, Party A’s technological equity
will not be counted. The equity structure shall be calculated according to the
actual capital subscription by the two parties.
5. For
matters not discussed herein, the two Parties can reach a supplementary
agreement through consultation on basis of faithfulness.
Signatories
Party A :
Starway Asia Limited, Hong
Kong Party
B : Harbin Mege Union Management Co., Ltd.
Legal
Representative : Shi
Kuiqian
Legal Representative : Xxx Xxxx
_______________________________ _______________________________
(Signature)
(Signature)
Date: May
31,
2009
Date : May 31, 2009
