Share Transfer Agreement
Exhibit 99.1
Transferor (" Party A" ): Zhejiang Tantech Bamboo Technology Co., Ltd.
Legal representative: Xxxxxxx Xxxx
Address: Xx. 000 Xxxxxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx Xxxxxxxx, People’s Republic of China
Transferee ("Party B"): Lishui Ertai Trading Co. Ltd
Legal representative: Yimei Ye
Address: 0xx Xxxxx, Xxxx Xxxxxxxx, 000 Xxxxxx Xxxx, Xxxxxx Industrial Park, Lishui City, Zhejiang Province, People’s Republic of China
Zhejiang Tantech Energy Tech Co., Ltd ("the target company") was established in Lishui City, Zhejiang Province on September 24, 2008 with a registered capital of 30 million yuan and 100% held and operated by Party A. Party A would like to transfer and Party B would like to receive the 100% shares held by Party A.
In accordance with the provisions of the Company Law of the people's Republic of China and the contract Law of the people's Republic of China, the parties have reached the following Agreement on the transfer shares by consensus:
1. The Subject Qualifications
1.1 Party A is a legally established and effective independent legal enterprise, the Uniform social credit code is: 913311007441138848 . Party A's shareholders' meeting has approved the transfer of all the shares of the target company.
1.2 Party B is a legally established and effective independent legal enterprise, the Uniform social credit code is: 91331100MA28J1QL1C .
2. Share Transfer
2.1 Party A hereby agrees to sell all its shares and assets of the target company to Party B, and Party B agrees to purchase it. After the transfer is completed, Party B shall hold 100% of the shares of the target company.
2.2 As of June 26, 2019, the creditor's rights and liabilities of the target company have been accounted for clearly and without concealment, and both parties to the transfer have approved.
3. Transfer Price and Payment Method
3.1 Party A agrees to transfer 100% of its shares of the target company to Party B under the conditions set out in this Agreement, and the total price of this share transfer is RMB 6,500,000 yuan.
3.2 Party B shall pay the price in cash as follows:
3.2.1 Within 15 days after the execution of this Agreement, 60% of the total transfer price shall be paid, i.e. RMB 3,900,000 yuan.
3.2.2 The remaining RMB 2,600,000 yuan shall be paid by Party B within 15 working days after the completion of the equity delivery (as decided by the record change at the registration authority).
4. Party A’s Representations
4.1 Party A warrants that it has full and effective right to dispose of the shares transferred to party B and that there is no undisclosed guarantee, pledge or other legal disputes about the transferred shares.
4.2 Party A as the target company’s shareholder has fully fulfilled the capital contribution obligation of the target company's registered capital.
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4.3 The shares to be sold by Party A has been approved and authorized by the target company’s authority organization and its own authority organization.
5. Party B’s Representations
5.1 Party B recognizes and will perform the amended articles of association of the target company.
5.2 Party B has obtained the approval and authorization of its own authority organization for the purchase of the shares of the target company.
5.3 Party B promises that the funds used for acquisition come from its own legally owned funds.
6. Transfer Fees and Change of Registration
6.1 Party A shall, after consultation with the target company, handle the industrial and commercial modification procedures of share transfer and the approval of other relevant departments.
6.2 Both parties agree that Party B shall bear the relevant expenses incurred in handling the share transfer agreed herein.
6.3 Party B shall not, in any way from the date of the purchase of all the shares of Party A, claim any fees from Party A who has already sold the shares ..
6.4 Party B accepts all equipment, facilities and corollary equipment of the company without any conditions attached.
6.5 From the date when the registration at the Industrial and Commercial bureau changes, the droit of the transferred shares officially transfers.
7. Rights and Obligations of Shareholders
7.1 From the date when Party B pays all of the share transfer price, Party A will no longer enjoy the rights of the shareholders of the target company corresponding to the transfer of shares and will no longer perform the obligations of the shareholders.
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7.2 From the date when Party B pays all of the share transfer price, Party B shall enjoy the rights and obligations of the shareholders of the target company. If necessary, Party A shall assist Party B in exercising the rights of shareholders and fulfilling the obligations of shareholders, including signing relevant documents in the name of Party A.
8. Factory Lease and Guarantee
8.1 Two buildings (39,649.71 square meters in total) of the target company located in Xx. 00, Xxxxxx Xxxx, Xxxxxx Xxxxxxxxxx Xxxx, Xxxxxx City, are now actually used by Party A. Party B agrees that after the delivery of the shares, Party A will continue to lease the them. At that time, the target company will sign a lease agreement with Party A.
8.2 The target company has provided mortgage guarantee for Party A's 49 million yuan loan in Lishui sub-branch of Shanghai Pudong Development Bank with its real estate, and the guarantee period is from November 12, 2018 to November 11, 2021. The target company shall continue to provide guarantee for Party A within the guarantee period even after the shares transferred. Whether or not to provide the guarantee after the expiration of the guarantee shall be determined by the parties then.
9. Patent Transfer
Party A shall transfer the patents which they legally owned Methods and equipment for combustion and distillation [patent number: ZL200410075047.0 ] to the target company without charge. The procedures for the transfer of patents will be submitted to the relevant agencies within 15 days after Party A receives the first payment.
10. Alteration and Dissolution of the Agreement
This Agreement may be changed or terminated in any of the following cases, but both parties shall sign a change or cancellation agreement.
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10.1 This Agreement cannot be fulfilled due to force majeure or an external cause that cannot be prevented without any fault from one party;
10.2 One party loses its actual performance capability;
10.3 The breach of contract by one party has seriously affected the economic benefit of the other party;
10.4 Due to changes in the situation, both parties reach an agreement through consultation;
10.5 Other changes or cancellations agreed in the contract appear.
11. Liability for Breach of Contract
11.1 If any party fails to perform the Agreement or seriously violates any of the terms of this Agreement, the defaulting party shall compensate the non-defaulting party for all economic losses. Unless otherwise stipulated in the Agreement, the non-defaulting party also has the right to request the termination of this Agreement and to claim from the defaulting party for all the financial losses suffered by the non-defaulting party.
11.2 If Party B fails to pay the share transfer payment on time according to the provisions of Article 2 of this contract, 1/1000 of amount of total delayed part of the price shall be paid as penalty for each delayed day. After Party B has paid the late penalty fee to Party A, if the losses for Party A exceeds the amount of the late penalty due to Party B’s breach the contract or Party A has other damages due to Party B’s breach of contract, Party A shall maintain the rights to claim compensation for other damages.
12. Confidentiality Clause
12.1 Without the written consent of the other party, neither party shall disclose to the third party any business secret or related information known during the performance of the Agreement, nor shall it disclose the contents of this Agreement and related archives to any third party, except for those that are required to be disclosed by laws and regulations.
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12.2 The confidentiality clause is an independent clause, and this clause is valid regardless of whether this Agreement is signed, changed, cancellation or terminated.
13. Dispute Resolution Clause
Any dispute between Party A and Party B arising from the performance of this Agreement or related to this Agreement shall be settled through friendly negotiation. If the negotiation fails, either party has the right to resolve it in the first way:
13.1 File a lawsuit in the people's court where the Agreement was signed.
13.2 File a lawsuit in the People's Court of Party A.
13.3 File a lawsuit in a people's court with jurisdiction.
14. Effective Clauses and others
14.1 This Agreement takes effect immediately after both parties stamp on it.
14.2 After the Agreement being into force, if one party needs to amend this Agreement, it shall notify the other party in writing (1) one business day in advance and sign a supplementary agreement after negotiation. Supplementary agreement shall have the same effect as this Agreement.
14.3 The Agreement is made in quadruplicate, each of which shall be deemed equally authentic. Each party shall hold one copy and the rest is submitted to the relevant authorities for approval or filing.
14.4 The Agreement is made on June 26, 2019 in Lishui City.
| Party A: (stamp) | Party B: (stamp) | |
| Legal Representative: (Signature) | Legal Representative:(Signature) | |
| Date: June 26, 2019 | Date: June 26, 2019 |
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