Unofficial English Translation Acquisition Agreement
Exhibit
10.21
Unofficial
English Translation
Party A:
Harbin Union Beauty Management Ltd. (hereinafter referred as “Party A”), Legal
Representative: XXX Xxxx; Legal Address: No. 000 Xxx Xxxx Xxxx, Xxxxxxx Xx Xxxxx
District, Harbin Development Zone, China
Party B:
Xxxxxx Xxxxx Beauty Co., Ltd (hereinafter referred as “Party B”); Legal
Representative: JIA Junlan; Legal Address: 0xx xxxxx, Xx.00 Xxx Xxxx Xxxx,
Xxxxxxx Xx Xxxxx District, Harbin Development Zone, China.
Now,
Party A intends to acquire 100% equities of joint venture company from Party B
and Party B has agreed such acquisition.
After
friendly negotiation, Party A and Party B make the agreement for acquisition as
follows
Clause
one Consideration
for Equity Acquisition
Party A
has agreed to acquire from Party B, and Party B has agreed to transfer to Party
A, all equities of Party B’s company in consideration of RMB 8 million on the
terms and conditions as set forth herein. After the completion of the aforesaid
acquisition, Party A shall own 100% of the company.
Clause
two Warranties
Party B
represents and warrants that Party B owns of record and beneficially and has
good, valid and indefeasible right to dispose of the equities transferred to
Party A under Clause one of this Agreement. Party B further assures and warrants
that the equities to be transferred are free and clear of any and all pledge or
security interests and claims from third parties. Otherwise, Party B shall bear
any economic or legal liability arising from any breach of aforesaid
warranties.
Party A
represents and warrants that Party A will pay Party B 100% of consideration set
forth in Clause one herein within 3 months following the effectiveness of this
Agreement.
Clause
three Creditors’
rights and obligations
|
1.
|
Party
A will be entitled to enjoy all profits and bear all risks and losses
(including the creditors’ rights and obligation attributed to the equities
before the transfer of equities) after the effectiveness of this
Agreement.
|
|
2.
|
Party
A shall assume the company’s liabilities and enjoy the company’s
interests, including all interests incurred upon and after transfer, after
the effectiveness of this
Agreement.
|
Clause
four Expense
and Cost
Party A
shall pay all expenses and costs in connection with the transaction contemplated
under this Agreement.
1
Clause
five Default
|
1.
|
Provided
that any party to this agreement does not properly and fully perform the
obligations under this Agreement, such party shall be liable for such
breach. The breaching party shall compensate innocent party any loss and
liability caused by such breach.
|
|
2.
|
In
the event that Party B does not pay consideration for the transfer of
equities on time under this Agreement, Party B shall pay Party A
liquidation damage in amount equivalent to 1% of unpaid consideration per
day.
|
Clause
six Amendment
and termination of this Agreement
Either
party may amend or terminate this Agreement upon the occurrence of one of the
following situations. Both parties, however, have to sign a written agreement to
effect aforesaid amendment or termination of this Agreement.
|
1.
|
Due
to Act of God or any inevitable reason, without the default of any party,
this Agreement can not be
performed;
|
|
2.
|
Each
party agrees to amend or terminate after consultation when the situation
changes.
|
Clause
seven Governing
L aw and Dispute Resolution
|
1.
|
This
Agreement is governed and construed by the laws of
China.
|
|
2.
|
Any
dispute arising from or in connection with this Agreement shall be settled
by friendly consultation. If no settlement may be reached, such dispute
shall be submitted to arbitration in China under the auspices of China
International Economic and Trade Arbitration Commission (the “CIETAC”) in
accordance with the prevailing arbitration rules of CIETAC. Any resulting
arbitration award shall be final and conclusive and binding upon all the
parties.
|
Clause
eight Condition
Precedent for Effectiveness of this Agreement
This
Agreement shall only take effective when both parties' representative and agent
sign or seal this Agreement and original approval authorities approve this
Agreement. Each party shall file the application with registration authorities
in 3 months to amend equity registration.
Clause
nine Miscellaneous
This
Agreement shall be executed in 2 originals. Each of Party A and Party B holds
one original.
2
[Signature
Page]
Party A:
Harbin Union Beauty Management Ltd (Seal) Representative:
/s/:
Party B:
Xxxxxx Xxxxx Beauty Co., Ltd Representative: JIA Junlan (Signature)
/s/: JIA
Junlan
March 1,
2008
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