Share Transfer Agreement
Share
Transfer Agreement
Signing
Place: Xxxxx District of Xi’an City
Party
A:
Niu
Hongling (ID
No.:
110101611201356)
|
Contribution:
RMB
4 million
|
Proportion:
40%
|
Wang
Qifu
(ID No.:
610102541011311)
|
Contribution:
RMB
1.5 million
|
Proportion:
15%
|
Xxxx
Xxxxxxxx
(ID No.:
612129570821041)
|
Contribution:
RMB
1.5 million
|
Proportion:
15%
|
Xxxxx
Xxx
(ID No.:
610113197608182133)
|
Contribution:
RMB 1
million
|
Proportion:
10%
|
Xxx
Xxxxxxx
(ID No.:
6101045408100443)
|
Contribution:
RMB
1 million
|
Proportion:
10%
|
Xxxx
Xx
(ID No.:
211402781124021)
|
Contribution:
RMB
1 million
|
Proportion:
10%
|
The above six persons are whole shareholders of Huludao Wonder Fruit Co., Ltd., (hereinafter refers to “Wonder Fruit”) holding totaling 100% shares of Wonder Fruit.
Party
B: Shaanxi Hede Venture Capital Management Co., Ltd.
Legal
Representative: Xue Yongke Title:
Managing Director
Address:
4th
floor,
Tongxinge, Xxxxxxx Xxxxxxxx, Xx.00, Xxxxxx 0xx
Xxxx,
Xi’an
To
the
share transfer, both parties, according with the consultation between them,
agree that:
Article
One: Share Transfer
Party
A
agrees to transfer to Party B, and Party B agrees to accept, 100% shares of
Wonder Fruit held by Party A.
Article
Two: Transfer Price, Time of Payment, and Term of Payment
|
1.
|
The
total price for this share transfer is forty-eight million two hundred
and
fifty thousand (including loan with amount of RMB 18.25 million from
Wonder Fruit to Party A)
|
|
2.
|
Party
B pays to Party A transfer payment of XXX 00 million within seven
business
day from the effective date of this agreement. Party B pays again
XXX 00
million before September of 2007. The reminder will be fully paid
before
March, 2008. Term of payment is by transfer
payment.
|
Article
three: Rights and Obligations
After
this share transfer is consummated, Party B has the rights of shareholders
of
Wonder Fruit and bears the corresponding obligations.
Article
Four: Guarantee
|
1.
|
Party
A guarantees that housing, land, machine and equipment (including
the case
for corresponding mortgage to outsiders with no guarantee for them)
provided to Party B by it, shareholder’s contribution and registered
capital in account book are true and effective, information of asset
and
liability and others are true, accurate and complete. And there are
no
withdrawal of, transfer of, or false contribution, no omit or false
statement.
|
|
2.
|
Party
B guarantee to pay in full the share transfer payment under this
agreement
on time.
|
|
3.
|
Party
A should cooperate Party B to keep good relationship with banks,
department of industry and commerce, tax and other governmental
authorities and other authorities that relate to share handover,
thus to
be beneficial for the normal operation of Wonder
Fruit.
|
Article
Five: Default Liability
Since
this agreement formally becomes effective, both parties should actively fulfill
obligations related to share transfer agreed under the agreement. Any action
of
violating the provisions of this agreement related to share transfer and
articles on guarantee should constitute default. The defaulting party should
bear corresponding default liability and indemnify a default fine, which equals
to 30% of share transfer amount under this agreement.
Article
Six: Resolving Dispute
The
signatories should resolve all disputes occurring as fulfilling this agreement
or related to this agreement through friendly negotiation. If negotiation is
unable to resolve, litigate to the jurisdiction of the People’s Court, which is
located in the place where the agreement is signed.
Article
seven: Signature, Effectiveness and Miscellaneous
|
1.
|
This
agreement is effective since both parties signed this agreement and
the
Exhibits to it.
|
|
2.
|
If
the signed documents or correspondence by both Party A and Party
B prior
to the date this agreement is signed and related to this agreement
is
inconsistent with this agreement, then, the provisions of this agreement
should be the final ones.
|
|
3.
|
For
the reason of force majeure and the change of State’s law and policy,
which result in the disability of share transfer’s normal implementation,
both parties should not bear default
liability.
|
|
4.
|
Others
not stated herein should be resolved through consultation between
both
signatories. A supplementary agreement can be signed after consistently
consulted.
|
|
5.
|
There
are one form and two copies of this agreement, and each party hold
one.
|
|
Party
A (Signature):
|
Niu
Xxxxxxxx
|
Xxxx
Qifu
|
Xxxx
Xxxxxxxx
|
Xxxx
Xx
|
Xxx
Xxxxxxx
|
Xxxxx
Xxx
|
|
Party
B (Sealed):
|
Shaanxi
Hede
|
Venture
Capital Management Co., Ltd.
|
|
Legal
Representative (Signature):
|
Xue
Yongke
|
May
31,
2007
2
