CAPITAL CONTRIBUTION AGREEMENT
Exhibit
10.17
This
Agreement is entered into by and between Tianshi
International Holdings Group Limited (“Tianshi Holdings”), a legal entity
incorporated under the law of the British Virgin Islands and Tianshi
International Investment Group Co., Ltd. (“Tianshi Investment”), a
legal
entity incorporated under the law of the British Virgin Islands in
Tianjin, China on this 21st
day of
December, 2007.
RECITALS
Whereas,
Tianshi Holdings and Tianshi Investment have entered into a Sale and Purchase
Agreement dated December 20, 2007, pursuant to which Tianshi Holdings will
acquire 100% of the registered share capital of Tianjin
Tiens Life Resources Co., Ltd., a wholly-foreign-owned enterprise formed under
the laws of the P.R.C. (“Life Resources”) from
Tianshi Investment; and
Whereas,
the transfer of the share capital of Life Resources requires the government’s
approval to become final; and
Whereas,
Tianshi Investment desires to increase the capital contribution of Life
Resources; and
Whereas,
Tianshi Holdings desires to pay back Tianshi Investment the amount of the
capital contribution once the transfer of the share capital of Life Resources
from Tianshi Investment to Tianshi Holdings has become final.
Now,
therefore, the parties do hereby agree as follows.
AGREEMENT
| 1. |
CAPITAL
CONTRIBUTION
|
Tianshi
Investment agrees to fund an increase in the capital contribution of Life
Resources in an amount of Seven Million Five Hundred Thousand U.S. dollars
(US$7,500,000) (the “Capital Contribution”).
1
| 2. |
REIMBURSEMENT
|
Provided
that the government approves the transfer of the share capital of Life Resources
to Tianshi Holdings, Tianshi Holdings shall pay back to Tianshi Investment
the
amount of the Capital Contribution. The Capital Contribution shall be paid
by
Tianshi Holdings within five days of the date the government approves the
transfer; provided however that if the government does not approve the transfer,
Tianshi Holdings shall have no obligation to pay back the Capital Contribution
to Tianshi Investment.
| 3. |
Effective
Date
|
This
Agreement is effective as of the date first written above.
Tianshi
International Holdings Group Limited
[COMPANY
SEAL AFFIXED]
Address:
00xx
Xxxxx
Xx. 000 Xxxxxx Xxxx XxxxXxxx
By:
/s/
Xxxxxxx Xx
Legal
Representative: Xxxxxxx Xx
Tianshi
International Investment Group Co., Ltd.
[COMPANY
SEAL AFFIXED]
Address:
Xxxx 0000-00, 00/X., Xxx Xxxx Life Tower, Windsor House, 000 Xxxxxxxxxx Xxxx,
Xxxxxxxx Xxx, Xxxx Xxxx
By:
/s/
Xxxxxxx Xx
Legal
Representative: Xxxxxxx Xx
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