EQUITY TRANSFER AGREEMENT
EXHIBIT
4.17
This
EQUITY TRANSFER AGREEMENT (hereinafter
referred to as “This
Agreement”)
is
entered into as of 6th
December
2005 in Gong Zhuling by and between:
Transferor:
Jilin Academy of Agriculture Science
Address:
Xx.000 Xxxx Xxxxx Xxxxxx, Xxxx Zhuling, Xx Xxx
Legal
representative: Xxx Xxxxxx
Transferee:
Beijing Origin Seed Joint Stock Limited Company
Address:
2E201, Xxxxxxxxxxxx Xxxxxxxxxxx Xxxxxxxx, Xx.00 Xxxxxxx Information Road,
Haidian District, Beijing
Legal
representative: Xxx Xxxxxxxx
(The
Transferor and the Transferee hereto are individually referred to as
“a
Party”
or
“each
Party”,
and
collectively “Parties”)
Whereas
| (1) |
Until
the date of the Agreement is signed, the Transferor legally owns
the
71.81% equity of Jilin Jinong High Technology Development Joint Stock
Limited Company, totally 46.50 million
shares.
|
|
(2)
|
The
Transferor is willing to transfer the 23% equity of Jilin Jinong
High
Technology Development Joint Stock Limited Company to the Transferee
in
accordance with the conditions of this Agreement; the Transferee
is
willing to accept the 23% equity of Jilin Jinong High Technology
Development Joint Stock Limited Company from the Transferee in accordance
with the conditions of this Agreement. Totally 14.49 million shares
are
transferred and each share is evaluated of RMB1.51 by an authorized
department, totally worth
RMB21,879,900.
|
In
accordance with the Company Law of the People’s Republic of China (“PRC”
or “China”),
Contract Law of PRC and other relevant laws and regulations, ,
through
friendly consultations, the Parties reaches the following agreements in respect
of the equity transfer of Jilin Jinong High Technology Development Joint Stock
Limited Company:
Article
1 Definition
In
this
Agreement, unless the context otherwise requires, the terms hereof shall have
the following meanings:
| (1) |
“This
Agreement” means the text of this Agreement and
attachments.
|
| (2) |
“Jinong
Hitech” means Jilin Jinong High Technology Development Joint Stock Limited
Company.
|
| (3) |
“Equity
transfer” means the activity that the Transferor according to this
Agreement, is going to transfer the legally held 23% equity of Jinong
Hitech to the Transferee.
|
| (4) |
“Target
equity” means the 23% equity of Jinong Hitech which the Transferor is
going to transfer to the
Transferee.
|
| (5) |
“Transfer
price” means the amount which the Transferee shall pay the Transferor
according to Article 3 of this
Agreement.
|
| (6) |
“Execution
date” means the date when this Agreement is dully signed indicated in this
agreement.
|
| (7) |
“Effective
date” means the date when all conditions are accomplished provided by this
agreement.
|
| (8) |
“Settlement”
means the Transferor changes the name of the owner in a register
of all
Target equity to the name of the transferee, and Jinong Hitech goes
through the procedure for all the shareholder
changing.
|
| (9) |
“Settlement
date” means the date when the Transferor has changed the name of the owner
in a register of all Target equity to the name of the transferee,
and
Jinong Hitech has completed the procedure for all the shareholder
changing.
|
| (10) |
“Working
day” means any day except for Saturdays, Sundays and other bank holidays
provided or authorized by the laws.
|
| (11) |
“RMB”
means legal currency of PRC.
|
Article
2 Equity
Transfer
2.1
Subject to the terms and conditions of this Agreement, the Transferor hereby
agrees to transfer 23% equity of Jinong Hitech
to the
transferee; the Transferee, subject to the terms and conditions of this
Agreement, agrees to accept the 23% equity of Jinong Hitech.
2.2
After
the date of settlement, the transferee will be the legal shareholder of the
23%
equity of Jinong Hitech. All the rights and obligations of the Transferor
shall
be
transferred to the Transferee.
Article
3 Equity
Transfer Price and Payment Method
3.1
The
parties agree that the target equity price is based on the evaluated net asset
of Jinong Hitech. According to each share worth net asset RMB1.51, the target
equity
totally
is 14.49 million shares, and transfer price is RMB21,879,900.
3.2
This
equity transfer is a transfer with rights.
Up to
the norm evaluation date, target equity and the profit from former annual
interests will be accounted into the total net asset at the same
time.
3.3
The
parties unanimously agree that the Transferee shall pay the transfer price
above
mentioned in a lump sum; within 15 days upon this Agreement comes into force,
the Transferee shall pay the Transferor RMB21,879,900.
Article
4 Rights
and Obligations of the Transferor
4.1
The
Transferor is entitled to legally transfer the target equity.
4.2
The
Transferor legally holds the target equity, with full rights to deal with them
and independent rights to have interests. Target equity is free from any
mortgage, any contingent liabilities or any potential responsibilities, as
well
as any disputes, arbitrations and litigations against it and not subject to
any
privileged rights and similar rights.
4.3
The
Transferor has provided the Transferee with true, all-around and correct
financial account documents, legal documents and other necessary documents
about
the assets, debts and contingent liabilities. There is no fact, which is related
to Jinong Hitech and might have serious material effects to Jinong Hitech and
has not been disclosed to the Transferee. Any representations or warranties
in
this Agreement from the Transferor including any documents provided for the
Transferee do no contain any false representation in respect of material facts,
also without omission of any material facts that might lead to misunderstanding
for the representation.
4.4
Unless it is necessary for the ordinary operation of Jinong Hitech from the
execution date of this Agreement to the settlement date the Transferor cannot
do
anything which has unfavorable influence to the assets, business and future
development of Jinong Hitech without the prior written consent of the
Transferee.
4.5
The
Transferor warrants that it has not signed any contracts or agreements which
conflict with this Agreement, and that it will not transfer the rights and
obligations under this Agreement to any third party. During the period from
the
execution date to the settlement date of this Agreement, the Transferor warrants
that it will not have any business contact with any other third parties in
terms
of transferring, mortgaging and trusteeship, or never sign letter of intent,
contract and understanding memorandum or any kind of legally binding documents
which conflict with target equity transfer or include articles forbidding or
limiting target equity transfer.
4.6
The
Transferor agrees to take all necessary actions to timely accomplish the signing
and all legal documents needed for this Agreement, and to fulfill the arranged
procedures related to equity transfer hereof.
Article
5 Rights
and Obligations of the Transferee
5.1
The
Transferee is entitled to accept the target equity.
5.2
The
Transferee pays the equity transfer price timely and in a full amount according
to this Agreement.
5.3
The
Transferee has not signed any contracts or agreements which conflict with this
Agreement, and warranties that it will not transfer the rights and obligations
hereunder to any third party.
5.4
During the period from the execution date to the settlement date of this
Agreement, the Transferee warrants that it will not have any business contact
with any other third parties in terms of material matters which conflict with
equity transfer, or sign letter of intent, contract and understanding memorandum
or any kind of legally binding documents.
5.5
The
Transferee agrees to take all necessary actions to timely accomplish the signing
and all legal documents needed for this Agreement, and to complete the
procedures related to equity transfer in this Agreement.
Article
6 Settlement
6.1
After
this agreement is signed, the Transferor is responsible for applying for
approval from the relevant authority of State-owned Asset Supervision and
Administration before March 10, 2006. After this agreement becomes effective,
the Transferor shall assist the Transferee to go through the registration
procedure of shareholder changing before March 10, 2006, including amending
Articles of Association of Jinong Hitech according to this equity
transfer.
6.2
The
parties agree that, upon the effectiveness of this Agreement, the Transferor
shall urge one director to resign. Meanwhile, the Transferee shall nominate
a
new director candidate to replace such director who has resigned. The Transferor
shall assist Jinong Hitech to hold the shareholders’ meeting and complete the
reelection of the board of directors in time upon the effectiveness of this
Agreement. The Transferor is also responsible for registering the changes of
the
board or directors and the equity transfer with the relevant authority of the
administration of industry and commerce.
Article
7 Periodical
Responsibilities
The
parties agree that all losses or profits occurring to Jinong Hitech, from the
norm evaluation date to the settlement date shall be assumed by the
Transferee.
Article
8 Liabilities
for Breach
The
parties hereto must strictly abide by the provisions of this Agreement, and
any
Party who do not comply with any provisions hereof constitutes a breach. The
non-defaulting Party has the right to terminate this Agreement and claim
compensation for all economic losses caused by the breaching Party, but the
compensation shall not exceed the losses arising from its breach which the
breaching Party have foresee or should foresee when such party signs this
Agreement.
Article
9 Force
Majeure
9.1
“Force
Majeure” means all the events, occuring after this agreement becomes effective,
which the parties can’t control and foresee or can not avoid although
foreseeable, and which prevent any party from performing this Agreement partly
or wholly. Force Majeure events include but not limited to acts of God, war,
policy adjustment, changes of laws and other significant events or
accidentals.
9.2
If
Force Majeure event occurs, the Party that can’t implement this agreement shall
take all reasonable actions to eliminate or reduce the impact of Force Majeure
event and inform the other Party without any delay in the most convenient way
and provide detailed written report about the Force Majeure event within 15
days. The parties shall, based on the impact of Force Majeure, decide whether
terminate the agreement or defer the implementation of this Agreement, or partly
or wholly exempt the prevented party from performing its obligation
hereof.
Article
10 Disputes
Settlement and Applicable Laws
10.1
Any
dispute arising from or in connection with this Agreement shall be resolved
through friendly
consultations by the Parties. If such consultations fails, the Parties have
the
right to submit the dispute to the competent court. In the course of dispute
settlement, except the dispute, the Parties shall continue to perform the
provisions of this Agreement.
10.2
The
execution, validity, interpretation, performance, dispute resolution are
governed by the laws of PRC.
Article
11 Effectiveness
This
Agreement, upon the execution by the legal representatives or his authorized
representatives of the Parties, shall come into force together with the Asset
Restructuring Agreement executed by the Parties, Jilin Jinong High
Technology
Development
Joint Stock Limited Company and Jinlin Changrong Hign Tchnology Seed Co.,
Ltd..
Article
12 Confidentiality
The
Parties hereto shall strictly maintain the confidentiality of the consultation,
execution course and provisions of this Agreement, as well as all information,
documents, data etc. of the other sides obtained during the performance of
this
Agreement (collectively referred to as “the Confidential Information”). Unless
it is compulsory provided by laws, regulations or government, any Party shall
not, in the form of act or omission, disclose the Confidential Information
to
the third party other than the persons with the right to know including persons
or professional consultants etc. participating
in the
equity transfer.
Article
13 Variation
and Amendment
13.1
Any
variation to this Agreement shall be made through consultations between the
Parties and come into force only after a written amendment has been signed
by
all Parties. This Agreement shall remain effective, if the amendment cannot
be
reached. Without execution by each Party, any amendment, interpretation or
waive
to any provision herein is invalid.
13.2
Each
Party may execute supplementary agreements in respect of the matters related
to
this Agreement and it shall have the same legal effects as this
Agreement.
Article
14 Termination
of this Agreement
14.1
This
Agreement is terminated by the reasons as follows:
| (1) |
The
parties reach a mutual consent in writing;
|
| (2) |
One
Party breaches any of its obligations under this Agreement, and then
the
non-defaulting Party has given written notice to such defaulting
Party.
During a period of third (30) days after receipt of such notice,
such
breach is not cured;
|
| (3) |
One
Party’s representation or warranties is false or
incorrect;
|
| (4) |
This
Agreement becomes invalid or been unable to put into effect or been
announced to be invalid or been unable to put into effect, or authorized
institutions demand to amend any provisions in this Agreement, but
any
Party cannot accept the amendment; and
|
| (5) |
As
mentioned in Article 9 any of the Force Majeure event occurs or the
results seriously influence one Party to fulfill this Agreement,
but each
Party cannot find any reasonable solutions during a period (30 days)
after
the Force Majeure event occurs.
|
14.2
If
affairs provided in (1), (4) and (5) of the above Article occur, any Party
has
rights to give written notice to the other Party to terminate this Agreement;
if
affairs provided in (2) and (3) of the above Article occur, the non-defaulting
Party solely has the rights to give written notice to the other Party to
terminate this Agreement.
14.3
The
notice becomes effective after 15 days when the notice terminating this
Agreement is delivered to the Party who shall receive the notice.
14.4
If
this Agreement is terminated in the reasons of this Article,
each
Party should return any Target Equity or consideration which is gained from
the
other Party by fulfilling this Agreement.
the
defaulting Party shall pay the other Party for any damages caused by the
default; if each Party is in default, it shall assume its respective liabilities
according to the extent of its default.
14.5
This
article entitles each Party to terminate this Agreement, which shall not
prejudice any rights or remedies hereunder to the Party who bring the
termination of this Agreement.
Article
15 Miscellaneous
15.1
If
any of the provisions hereof becomes invalid, illegal or unenforceable in
accordance with any laws and regulations, all the other provisions hereof remain
effective. In the case that any of the provisions hereof becomes invalid,
illegal or unenforceable, the parties in this Agreement shall conduct faithful
consultations and amend this Agreement. The Parties shall achieve the intended
purpose as far as possible in an acceptable way, and avoid the influence from
invalidity, illegality and unenforceability in utmost.
15.2
This
Agreement is the entire agreement between the Parties hereto regarding the
subject matter hereof, and constitutes the manifestation of unanimous intention
of all Parties together with any appendix. This Agreement shall supersede any
prior oral or written intention, communication, understanding and so forth
in
respect of any proposed transaction hereof made before the execution date of
this Agreement.
15.3
The
headings of the sections have been added for convenience only and shall not
affect the meaning and construction of this Agreement.
15.4
This
Agreement shall be made in Chinese in 4 originals, and each Party holds two.
The
Parties shall sign a counterpart of this Agreement, and each counterpart
shall
have
the
same legal effects as the originals.
[The
remainder of this page is left intentionally blank.]
Jilin
Agriculture Science College
Legal
or
authorized representatives:
Beijing
Origin Seed Joint Stock Limited Company
Legal
or
authorized representatives:
