Equity Transfer Agreement (English Translation)
Exhibit
10.6
(English
Translation)
Transferor:
Qianglong Real Estate Co., Ltd., (hereinafter “Party A”)
Address:
95 Jingxi Road, Xx Xx Xxxx Industrial District, Yanqing County,
Beijing
Legal
Representative: Changde Li
Transferee:
Top
Time International Limited (hereinafter “Party B”)
Address:
00xx
Xxxxx,
Xxxxx Xxxxx (please check its English name) 00-000 Xxxxxxxx Xxxx, Xxxxxxx,
Xxxx
Xxxx
Director:
Xxx Xxxx
Nationality:
The People’s Republic of China
Background:
1. Party
A
is a legal entity incorporated in Beijing, China.
2. Party
B
is a company incorporated in Hong Kong under the laws of Hong Kong.
3. Party
B
owns 51% of Chongqing LongYi
JiuZhou Dismutase Biology Technology Co. Ltd.
(“Chongqing Jiuzhou”)
4. Chongqing
Jiuzhou is a
company
incorporated in Chongqing under the laws of China, has registered capital of
Renminbi 33.88 million yuan with the registration number 5009012108295 and
address at 5-2-2-2 Third Keyuan Road, Xxx Xxx Zi, Jiu Long Po District. Its
legal representative is Xxx Xxxxxxx. The principal products are R&D and
manufacturing of SOD and SOD related products.
5. Based
on
friendly consultation, the Parties hereby agree as follows:
| Article 1 |
Share
Transfer
|
Party
A’s
51% shares with Chongqing Jiuzhou.
| Article 2 |
Transfer
Price
|
The
equity transfer price is $30.96 million.
| Article 3 |
Terms
of Agreement
|
1. Party
A
shall complete the transfer, i.e., obtain a new business license within 30
days
after the execution of this Agreement.
2. Party
B
shall make the transfer payment to Party A based on the following
schedules:
| 1) |
pay
30% within 3 months after Chongqing Jiuzhou changes its business
license.
|
| 2) |
Pay
30% within 6 months after Chongqing Jiuzhou changes its business
license.
|
| 3) |
Pay
40% within 12 months after Chongqing Jiuzhou changes its business
license.
|
3. Methods
of payment by Party B are as follows:
|
1)
|
Cash;
|
|
2)
|
Upon
Party A’s consent, Party B can pay with its controlled capital (not
including stocks and equity).
|
| Article 4 |
Rights
and Obligations of the Parties
|
1. Party
A
|
1)
|
Party
A is entitled to accept the transfer payment pursuant to this
Agreement.
|
|
2)
|
Party
A shall transfer shares in good
faith.
|
2. Party
B
|
1)
|
Party
B is entitled to accept 51% of the shares transferred by Party
A.
|
|
2)
|
Party
B shall pay the transfer price pursuant to this
Agreement.
|
| Article 5 |
Warrants
and Covenants
|
Party
A
1. Party
A
covenants that all Chongqing Jiuzhou’s certificates and licenses, including but
not limited to business license, articles of association, tax registration,
are
valid and effective.
2. Party
A
covenants that all Chongqing Jiuzhou’s financial records documents are true and
valid.
3. Party
A
covenants that all Chongqing Jiuzhou’s legal documents and contracts are valid
and effective.
4. Party
A
covenants that Chongqing Jiuzhou is the legal owner of its capital, including
but not limited to factory building and equipment.
5. Party
A
covenants that Chongqing Jiuzhou is not currently involved in any employment
or
labor disputes.
Party
B
1. covenants
it pay the transfer price on schedule.
2. covenants
it take over the entity (Chongqing Jiuzhou) on schedule.
3. covenants
it operate business under the laws of China.
| Article 6 |
Liabilities
for Breach of Contract
|
1. Party
A
shall pay a penalty of 10% of the transfer price if it fails to transfer shares
on schedule. Party B is entitled to terminate this Agreement and requires a
penalty of 10% of the transfer price if Party A fails to transfer shares after
an extension of 30 days.
2
2. Party
B
shall pay a penalty of 1‰ of the transfer price for everyday it fails to pay the
transfer price. Party A is entitled to terminate this Agreement and require
a
penalty of 20% of the transfer price if Party B delays more than 60
days.
| Article 7 |
Governing
Law and Settlement of Disputes
|
1. This
Agreement shall be governed and construed by rules and laws of People’s Republic
of China.
2. Any
disputes arising out of or relating to this Agreement shall be settled by
friendly consultation by the Parties. If no agreement is reached through
friendly consultation, each party is entitled to take the unsettled disputes
to
China International Economic and Trade Arbitration Commission (CIETAC) in
accordance with CIETAC Arbitration Rules then in effect. Arbitration award
shall
be final award binding upon the Parties.
| Article 8 |
Execution
and Termination of the Agreement
|
This
Agreement shall be effective upon signatures and shall be terminated upon any
breach of contract specified in Article 5.
| Article 9 |
Signature
Date and Location
|
December
22, 2006
Chongqing
Party
A:
Qianglong Real Estate Co., Ltd.
Party
B:
Top Time International Limited
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