Supplementary Agreement of Equity Transfer
Exhibit
99.2
Supplementary
Agreement of Equity Transfer
Transferor:
Qingdao Qingqing Environmental Industry Co. Ltd. (hereinafter referred to as
“Party A”)
Registered
Office Address:
Transferee:
Sinoenergy Holding Limited (hereinafter referred to as “Party
B”)
Registered
Office Address:
Guarantor:
Qingdao Jia Run He Trading Co. Ltd. (hereinafter referred to as “Party
C”)
Registered
Office Address:
Whereas:
Party
A
and Party B have signed the Equity Transfer Agreement on Qingdao Xxxx Xxxx
Tai
Chemical Resources Development Co. Ltd.(hereinafter referred to as “Target
Company”) at December, 17th,
2007
which was incorporated by Party A and other 3 shareholders at Lingang Industry
Park in Yinzhu Town of Jiaonan, Qingdao. Party A and Party B shall enter into
the Supplementary Agreement of Equity Transfer by friendly negotiation and
principle of equity and mutual benefits complying with applicable laws and
regulations of PRC.
As
Party
A has signed the Reservation Agreement of Jiaonan State-owned Land Use Right
and
paid the land cost to Administrative Committee of Qingdao Linhai Industry Park.
The premium from value increase confirmed in the Appraisal Report shall be
in
possession by Party A by negotiation and agreement of both Parties.
All
contracts of construction projects were signed by Party A and related funds
were
paid by Party A, Party A has paid CNY
7.02
million
for the projects till December. 17th,
2007.
$1,719ô444.00
which equals CNY12,596,818.69
of the
registered capital had come to the account of the Target Company by the end
of
December, 25th,
2007.
And the Target Company had paid them to Party A by the end of December,
25th,
2007.
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1
|
According
to the net assets of Target Company appraised by Qingdao Qingfang
Appraisal Services, the total assets of Target Company is CNY 49.87
million till December, 12th,
2007, which shall be confirmed by Party A and Party B. The real estate
appraisal value is CNY11.80
million, the land use right value is CNY38.07 million and increased
value
of the land use right is CNY
35.07
million.
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|
2
|
Party
B had performed a due diligence on Target Company, both of parties
signed
a Confirmation of Obligations and Liabilities in which the obligations
are
confirmed to CNY
3,576,818.69
totally, and the liabilities are confirmed to
0.
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|
3
|
The
obligations and liabilities without confirmations by Party A, Party
B and
Party C shall be borne by Party A. Party B shall not bear any other
liabilities without confirmations and existing before completion
of equity
transfer of Target Company, otherwise, which shall be borne by Party
A and
the Guarantor.
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4
|
The
name of Target Company shall be changed to Qingdao Sinoenergy General
Machinery Co. Ltd.(hereinafter referred to as “New
Company”).
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5
|
Party
A shall ensure to assist Party B to acquire government approval of
sales
of stated-owned land within 2 months from the completion of equity
transfer of Target Company and shall ensure that the approved land
space
shall not be less than 100,050m2.
The selling price of land is: no more than CNY 30/m2
for factory area and no more than CNY15/m2
for green land. Party A shall complement the part of cost higher
than the
foregoing prices if government approved prices are actually higher
than
the foregoing prices.
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6
|
Party
A and Party B reach an agreement according to the appraised status
of
assets and liabilities in the Item 1 of this Supplementary Agreement,
that
increasing CNY
33 million
to
the original equity transfer cost stipulated in the Equity Transfer
Agreement to settle up, as the compensating fee to land use right
and real
estate value increment .
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|
7
|
Party
A shall have right to appoint payee for the increased payments and
shall
ensure to settle up any liabilities and obligations with Target Company
and that Target Company acquire entire
assets.
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|
8
|
Term
of Increased Payment
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1st
Period:
60% of total amount of the fund stipulated in the Supplementary Agreement shall
be paid within 10 days from the date of completion of equity transfer of Target
Company and registration legally to obtain business license;
2nd
Period:
According to the stipulation in Item 5, 30% of total amount of the fund
stipulated in the Supplementary Agreement shall be paid within 10 days from
the
date that Qingdao Sinoenergy General Machinery Co. Ltd. obtains the approval
from State-owned Land Resources Administration for the mentioned land use
right’s transferring.
3rd
Period:
10% of total amount of the fund stipulated in the Supplementary Agreement shall
be paid within 1 month from the date of acquiring the Land Use Right
Certificate.
| 9 |
Party
A shall pay the liabilities of CNY
3,576,818.69
back to the Target Company when Party A received the 2nd
Period payment. Or Party B shall directly pay that to the Target
Company
in place of Party A.
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|
10
|
This
Supplementary Agreement shall be guaranteed by Party C, the Guarantor
shall confirm and guarantee that the liabilities coming forth before
completion of equity transfer of Target Company and undisclosed liability
by Party A after completion of Target Company equity transfer; the
guarantees include related obligations from above mentioned liabilities,
the indemnify, liquidated damage, interests arisen from foregoing
liabilities, the term of guarantee is 2 years from the date of completion
of the equity interest transfer.
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11
|
The
Supplementary Agreement shall come into force from the date of Party
A
Party B and Party C sign and seal.
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12
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The
Attachments of this Supplementary Agreement are discerptible parts
of this
Supplementary Agreement, which taking equal force with this Supplementary
Agreement.
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13
|
The
Supplementary Agreement shall have two versions with Chinese and
English.
Each version is three originals with equal force.
Each of Party A, Party B and Party C hold one original. Chinese version
shall be served as standard version if two versions are
contradictory.
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14
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Other
terms are still effect if any other terms of the Supplementary Agreement
are terminated or invalid.
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15
|
The
Supplementary Agreement is signed by Party A, Party B and Party C
in
Qingdao city, Shandong province, China on December, 24th,
2007.
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Attachments:
Confirmation
of Liabilities and Obligations
Party
A: Qingdao Qingqing Environmental Industry Co. Ltd. (seal)
Legal
Representative/ Authorized Representative: (Signature)
Date:
December, 25th,
2007
Party
B: Sinoenergy Holding Limited (seal)
Legal
Representative/ Authorized Representative: Xxxxx Xx
(Signature)
Date:
December, 25th,
2007
Party
C: Qingdao Jia Run He Trading Co. Ltd. (seal)
Legal
Representative/ Authorized Representative: (Signature)
Date:
December, 25th,
2007
Confirmation
of Obligations and Liabilities
Party
A:
Qingdao Qingqing Environmental Industry Co. Ltd.
Party
B:
Sinoenergy Holding Limited
Party
C:
Qingdao Jia Run He Trading Co. Ltd.
Party
A,
Party B, and Party C have confirm the items as follows by the negotiations
of
the three Parties about the obligations and liabilities of Qingdao Xxxx Xxxx
Tai
Chemical Resources Development Co. Ltd., which is related to the equity transfer
from Party A to Party B.
By
the
end of December, 25th,
2007,
the debtor of the obligation which is with CNY 3,576,818.69
that
belongs to Qingdao Xxxx Xxxx Tai Chemical Resources Development Co. Ltd. (the
Target Company), shall be Party A with the name of Qingdao Qingqing
Environmental Protection Engineering Co. Ltd.. And the sum of the liability
is
CNY 0.
Party
A
promises that if there is any obligation or liability that happens without
the
confirmation, Party A shall take the responsibilities. And Party C shall take
all of the related responsibilities guarantee caused by the obligations and
liabilities that Party A shall take.
Confirmation
Party (Party A):
Qingdao
Qingqing Environmental Industry Co. Ltd. (seal)
Date:
December, 25th,
2007
Confirmation
Party (Party B):
Sinoenergy
Holding Limited (seal)
Date:
December, 25th,
2007
Xxxxx Xx(Authorized Signature)
Confirmation
Party (Party C):
Qingdao
Jia Run He Trading Co. Ltd.
Date:
December, 25th,
2007
