Contract
Exhibit 10.1
Equity
Transfer Agreement of Jingrong Industrial Development Co., Ltd. in Rongjiang
County of Guizhou Province (hereinafter referred to “Jingrong”)
Transfer:
(a total of five people, hereinafter referred to “Shareholders”)
Xx
Xxxxxx: Sex: M; Birthday: April 22, 1953; Nationality: Han, Address: Xxxxx
Xxxxxxx, XxxxxXx Xxxx, Xxxxxxxx Xxx Xxxxxxxxxx Xxxxxx, Xxxxxxxx Xxxxxxxx. SSN:
332529530422721
Xxx
Xxxx-Hua, Sex: F; Birthday: October 4, 1961; Nationality: Han; Address:
Xxxxxxxxx Xxxxxxx, Xxxx Xxxx, Xxxxxxxx Xxx Xxxxxxxxxx Xxxxxx, Xxxxxxxx Xxxxxxxx.
SSN: 332529611004601
Xx
Xxx-Gen, Sex: F; Birthday: March 29, 1963; Nationality: Han; Address: Chengxi
New Villag, Jingning She Autonomous Region, Zhejiang Province; SSN:
332529630329003
Ye
Huajie: Sex: M, Birthday: November 9, 1971; Nationality: Han, Address: Room
B5301, Shiyinshan District, Jingning She Autonomous Region, Zhejiang Province;
SSN: 332529197111091137
Mei
Xiandong, Sex: F, Birthday: June 13, 1953; Nationality: Han; Address: 8 Jianshe
Road, Jingning She Autonomous Region; Zhejiang Province. SSN:
332529530613001
Transferee:
Hunan Zhaoheng Hydropower Co., Ltd. (hereinafter referred to
“Zhaoheng”).
Address:
Dianzhan Road, Shimen County, Hunan Province. Legal representative: Zhu
Hong,
Title:
Chairman.
On
December 5, 2001, Rongjiang County Government of Guizhou Province, Jingrong
(which hasn’t been officially registered at the time of the agreement) and the
representatives of the Shareholders including Xx Xxxxxx, Xxx Xxxx-Hua, Xx
Xxx-Gen, and Ye Huajie signed the "Transfer of Rongjiang County Yongfu
Hydropower Station Operating Contract." (hereinafter referred to “Transfer
Agreement”) In the agreement, Rongjiang County Government of Guizhou Province
transferred unfinished Yongfu Hydropower Station to Jingrong (with Xx Xxxxxx,
Xxx Xxxx-Hua, Xx Xxx-Gen, Ye Huajie, etc. as shareholders) for further
construction, management and operation for 50 years. Now due to a variety of
reasons, the five shareholders of Jingrong want to transfer all their shares to
Zhaoheng. Under the principle of equality and mutual benefit, after friendly
negotiation and with the consent of Rongjiang County Government of Guizhou
Province, both parties reached the following agreement regarding the transfer of
shares and consumption of corporate debt and related costs:
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1.
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The
ownership of Rongjing's shares is following: Xx Xxxxxx 40%; Xxx
Xxxx-Hua15%; Xx Xxx-Gen 15%; Ye Huajie 15%; and Xxx Xxxxxxxxx 15%. The
Shareholders will transfer all their shares to Zhaoheng. After the share
transfer, Jingrong will continue to fulfill all rights and obligations
defined in the Transfer Agreement. Meanwhile, all preferential policies
offered by the Government to Jingrong will remain
unchanged.
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2.
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The
Shareholders shall be liable for all liabilities related to the share
(such as mortgage, pledge or
guarantees).
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3.
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Zhaoheng
shall pay 1 million RMB to Shareholders in exchange of 100% of Jingrong’s
shares.
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4.
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In
addition, Zhaoheng shall assume all of Jingrong’s debts and payables
amounts to 49 million RMB.
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5.
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Shareholders,
after receipt of payments outlined in item 3 and 4, shall guarantee
Zhaoheng free from any contingent liability generated before this
agreement. Otherwise, Shareholders shall bear the burden of any such
liability. The two parties all signed a separate Warranty Contract, in
which a mutually agreed guarantor provided extra security for such
liabilities. The Warranty Contracts, as an appendix of this agreement, is
equally effective to this
agreement.
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6.
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Zhaoheng
shall pay 5 million RMB to Shareholders as a deposit no later than the
third business day following the Transfer Agreement. The deposit should be
deemed as payable to Shareholders after both parties fulfill their
obligations defined in this agreement. If Shareholder default under this
agreement due to reasons other than governmental agencies, the deposit
should be returned to Zhaoheng at double amount; If Zhaoheng default under
this agreement, Zhaoheng shall forfeit its right to recover the deposit
from Shareholders.
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7.
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The
shareholders, after receipt of the deposit, shall transfer its asset
(including Yongfu Hydropower Station) and archival material (including
corporate stamp) to Zhaoheng. Shareholders shall be liable for all
liabilities of the assets before the transfer and shall guarantee the
safety of assets and the integrity of archival material at the time of
transfer. At the same time, the two parties shall register the changing of
shareholders; changing of corporate article; changing of business
registration with government agencies. Shareholders shall provide all the
necessary documents and information (that should be provided by
Shareholders) for such changes. From the date Industrial and Commercial
Administration Departments approves the transfer of shares, Shareholders
will no longer enjoy any interest in
Jingrong.
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8.
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Zhaoheng
shall pay the rest of 45 million RMB to the Shareholders within 5 business
days after the change of shareholders took effective. Otherwise,
Shareholders can terminate this agreement by a written notice and the
deposit shall be deemed forfeited by Zhaoheng. However, the 1.85 million
RMB payables such as construction fees, equipment cost shall be reimbursed
to Shareholders only with relevant receipts. Otherwise, Zhaoheng will
withhold the unpaid portion of the
payables.
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9.
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Taxes
and government fees and charges rising from this share transfer will be
paid in accordance with the provisions of relevant state laws. Other taxes
and charges not covered by relevant laws will be paid by
Zhaoheng.
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10.
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In
case that both parties agree to dismiss this agreement, Shareholders shall
return the deposit, together with interest (calculated by bank lending
rate over the same period), to Zhaoheng within 15 business days. A daily
interest of 0.5% will be added to all overdue payment in case Shareholders
default.
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11.
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All
disputes rising from this share transfer shall be resolved through
negotiation or the plaintiff can xxx the defendant in local district
Court.
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12.
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This
agreement can be dismissed in the following
occasions:
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1:
Both parties agree to dismiss this agreement due to changing circumstances
and without harm to the national interests and social
welfare.
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2: Due to force majeure factors, the two parties can not fulfill all
obligations outlined in this
agreement.
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3: One party default under this agreement during contractual
period without any objection from the other
party.
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13.
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During
the following cases, any one party can terminate this agreement with a
written notice to the other party without having to bear any legal
responsibility.
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1: The other party provided false declaration or guarantee in this
agreement.
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2: The other seriously violated this agreement and damaged the interests
of the other party.
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14.
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If
there are other issues which are not covered by this agreement, the two
parties will sign a separate agreement after
negotiation.
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15.
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This
agreement is in 7 copies, effective after being signed and sealed by both
parties. Of the seven copies, Zhaoheng and Shareholders will each keep two
copies; Rongjiang County Government will keep one copy; Jingrong will keep
one copy; and the other copy will be submitted to the Industrial and
Commercial Administrative Department for registration purpose. All copies
are equally effective.
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Transfer
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Transferee:
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Signature
of Legal Representative:
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Date
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Date
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Opinion
of Rongjiang County Government of Guizhou Province
