Stock Equity Transfer supplemental Agreement
Exhibit
10.3
Stock
Equity Transfer supplemental Agreement
Transferor:
Xi'an Bio-sep Biological Filler Engineering Technology Co., Ltd. (Hereinafter
referred to as “Party A”)
Transferee:
Shaanxi
New Century Science & Technology Development Co., Ltd.
(Hereinafter referred to as “Party B”)
In
accordance with “stock
equity transfer agreement”
signed
by parties A and B on January 1, 2008, two parties have made the supplemental
agreement on transferring the stock equity of Xi'an Jiaoda Bio-sep
Bio-technology Co., Ltd. (hereinafter referred to as Bao Sai) owned by Party
A
to Party B ,via negotiation, the supplemental agreement is made as
follows:
I.
Party
A and Party B agreed that: based on Bao Sai’s audited financial statements for
the fiscal year ended December 31, 2007 prepared in accordance with Generally
Accepted Accounting Principals, net assets of Bao Sai is $4,650,420, about
amount to RMB 34,013,637
yuan,
net assets per share is approximately RMB
0.56689
yuan.
Party
A
and Party B agreed that: Party
A
transfers 46.67% of stock (a total of 28 million shares) of Bao Sai to Party
B,
the transfer price is RMB 15,873,030
yuan.
II.
Party
A and Party B agreed that: Party B will pay the first transfer funds(amount
to
XXX 00 xxxxxxx xxxx) for Party A preceding June 30, 2008, and pay the surplus
transfer funds (amount to RMB 5,872,920
yuan)
preceding October 31, 2008.
III.
Party A and Party B agreed that: from January 1, 2008, Party A will
no
longer take on any responsibility or obligation of Bao Sai stockholder, and
party B will take on the responsibility and obligation from part B.
IV.
For
the breach of agreement, any breach party should be responsible for the breach
of agreement according to the relevant stipulations in the “Contract
Law of the People’s Republic of China”.
V.
The
agreement is made in double; each party will take one original copy. The
agreement will be effective after signature and making seal by Parties A and
B,
and have the same legal effect with stock equity transfer agreement signed
on
January 1, 2008.
Party
A: Xi'an Bio-sep Biological Filling Engineering Technology Co., Ltd. (common
seal)
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Legal
representative:
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(signature)
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Party
B: Shaanxi
New Century Science & Technology Development Co., Ltd. (common
seal)
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(signature)
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Signing
date: May 14, 2008
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Signing
place: Xi’an City, Shaanxi
Province
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Stock
Equity Transfer supplemental Agreement
Transferor:
Xxxx Xxxxxxx (No. of ID card: 610112680328261) (Hereinafter referred to as
“Party A”)
Transferor:
Zhang Suocheng (No. of ID card: 610103641103285) (Hereinafter referred to as
“Party B”)
Transferor:
Guo Lizheng (No. of ID card: 410825196812281536) (Hereinafter referred to as
“Party C”)
Transferee:
Shaanxi
New Century Science & Technology Development Co., Ltd.
(Hereinafter referred to as “Party D”)
In
accordance with “stock
equity transfer agreement”
signed
by parties A, B, C and D on January 1, 2008, Parties A, B, C and D have made
the
supplemental agreement on transferring the stock equity of Xi'an Jiaoda Bio-sep
Bio-technology Co., Ltd. (hereinafter referred to as Bao Sai) owned by Parties
A, B and C to Party D, via negotiation, the supplemental agreement is made
as
follows:
I.
Parties
A
,B ,C and D agreed that: based on Bao Sai’s audited financial statements for the
fiscal year ended December 31, 2007 prepared in accordance with Generally
Accepted Accounting Principals, net assets of Bao Sai is $4,650,420, about
amount to RMB 34,013,637
yuan,
net assets per share is approximately RMB
0.56689
yuan.
Parties
X, X ,X and D agreed that: Party
A
transfers 24.58% of stock (a total of 14.75 million shares) of Bao Sai to Party
D, the transfer price is RMB 8,361,686
yuan.; Party
B
transfers 13.25% of stock (a total of 7.95 million shares) of Bao Sai to Party
D, the transfer price is RMB 4,506,807
yuan.; Party
C
transfers 12.27% of stock (a total of 7.36 million shares) of Bao Sai to Party
D, the transfer price is RMB 4,172,339
yuan.
II.
Parties A, B, C and D agreed that: Party D will pay all transfer funds for
parties A, B and C preceding December 30, 2009.
III.
Parties X, X ,X and D agreed that: from January 1, 2008, Parties A, B and C
will
no
longer take on any responsibility or obligation of Bao Sai stockholder, and
party D will take on the responsibility and obligation from parties A,B and
C.
IV.
For
the breach of agreement, any breach party should be responsible for the breach
of agreement according to the relevant stipulations in the “Contract
Law of the People’s Republic of China”.
V.
The
agreement is made in fourfold; each party will take one original copy. The
agreement will be effective after signature and making seal by Parties A, B,
C
and D, and have the same legal effect with stock equity transfer agreement
signed on January 1, 2008.
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Party
A:
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(signature
and seal)
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Party
B:
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(signature
and seal)
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Party
C:
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(signature
and seal)
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Party
D: Shaanxi
New Century Science & Technology Development Co., Ltd. (common seal)
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(signature)
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Signing
date: May 14, 2008
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||
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Signing
place: Xi’an City, Shaanxi
Province
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