SHARE TRANSFER AGREEMENT
THIS
SHARE TRANSFER AGREEMENT (this "Agreement") is dated as of August 18, 2009, by
and among Harbin Humankind Biology Technology Co. Limited (the "Transferee", or
"Humankind") and all shareholders ("Transferor") of Heilongjiang Xxxxxxx Xxxx
Company Limited ("Tiefeng" or the "Target Company").
RECITALS:
Yongtian
Guo, with 96% of the ownership of Tiefeng, Xxxxxx Xxx, with 2% of the ownership
of Tiefeng and Xxxxxx Xxx, with 2% of the ownership of Tiefeng are collectively
referred to “Transferor” in this Agreement; and
TARGET
COMPANY refers to Heilongjiang Xxxxxxx Xxxx Company Limited, located in QingAn
County, Heilongjiang Province, People’s Republic of China. Tiefeng is a
liability limited company with registered capital of RMB 12,600,000 and business
license number of 2323302120090. Yongtian Guo is the legal representative of
Tiefeng; and
THE
SHAREHOLDER are the owners of 100% ownership of Tiefeng; and
TRANSFEREE
refers to Harbin Humankind Biology Technology Co. Limited (the "Transferee", or
"Humankind"), located in 000 Xxxxxx Xxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx Xxxx,
Xxxxxxxxxxxx Xxxxxxxx, People’s Republic of China and its representative is Sun
Kai. Humankind is a wholly owned subsidiary of China Health Industries Holdings,
Inc., a Delaware Corporation; and
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Humankind
and Transferor desire to complete a share transfer transaction, pursuant to
which Transferor shall transfer all shares of Tiefeng ("Target Shares") to
Transferee and Humankind shall acquire 100% ownership of Tiefeng.
NOW,
THEREFORE, in consideration of the foregoing recitals, which shall be considered
an integral part of this Agreement, and the covenants, conditions,
representations and warranties hereinafter set forth, the parties hereby agree
as follows:
ARTICLE
I
SHARE
TRANSFER
Transferor
agrees to transfer all shares of Tiefeng ("Target Shares") to Transferee and
Humankind shall acquire 100% ownership of Tiefeng in exchange for a
consideration of RMB 102,600,000 (USD 15 million) in cash ("Consideration"). The
Share Transfer shall take place upon the terms and conditions provided for in
this Agreement and in accordance with applicable law.
ARTICLE
II
REPRESENTATIONS
AND WARRANTIES
2.1
REPRESENTATIONS AND WARRANTIES OF HUMANKIND. HUMANKIND represents and warrants
to Tiefeng and the SHAREHOLDERS as follows:
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(a)
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Humankind
has all requisite power and authority to enter into this Agreement and to
consummate the share transfer transactions contemplated
hereby.
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(b)
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Humankind
is and has been in compliance in all material respects with all laws,
regulations, rules, orders, judgments, decrees and other requirements and
policies imposed by any Governmental Entity applicable to it, its
properties or the operation of its
businesses.
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2.2
REPRESENTATIONS AND WARRANTIES OF TRANSFEROR. Transferor represents and warrants
to Humankind as follows:
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(a)
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Transferor
has all requisite power to enter into this Agreement and to consummate the
transactions contemplated hereby.
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(b)
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There
is no pledge or mortgage on assets or target shares of Tiefeng and there
is no guarantee provided by Tiefeng to any other third
parties.
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(c)
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There
is no suit, action or proceeding pending against or affecting
Tiefeng.
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ARTICLE
III
PAYMENTS
AND EXPENSES
3.1
PAYMENTS.
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(a)
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Within
3 days after the signing of this Agreement, Humankind shall pay RMB
50,000,000 (USD 7.3 million) in cash to Transferor as the initial payment.
In addition, Humankind has paid RMB 5,000,000 (USD 0.7 million) to
Transferor as deposit, which belongs to one part of
Consideration.
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(b)
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If
this Agreement is not approved by authorized government entity within 60
days from the date of this Agreement due to Transferor’s default,
Transferor shall pay 5% of Consideration as remedy to
Humankind.
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(c)
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On
receipt of the initial payment, Transferor shall assist Tiefeng in
applying for approval of share transfer from Authority Government Entity.
Within 7 days after effective date of share transfer, Humankind shall pay
the second payment of RMB 47,600,000 cash (USD 7 million) to
Transferor.
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3.2
EXPENSES.
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(a)
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Humankind
shall afford the payment of
Consideration.
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(b)
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Target
Company shall be responsible for registered expenses of share
transfer.
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(c)
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The
tax related to share transfer shall be paid according to relevant laws and
regulations of China.
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ARTICLE
IV
LEGAL
CHANGE
4.1
Transferor shall assist Humankind in legal change in terms of Industrial and
Commercial department, Tax department, Supervision department and other
Government departments.
4.2 If
the legal change fails or is delayed for the reason of Transferor, Transferor
shall afford all liabilities.
4.3
Transferor and Humankind shall sign on all other relevant documents and
agreements with regards to share transfer.
ARTICLE
V
ORDINARY
OPERATION
After the
signing of this Agreement, Transferor has obligations to carry on Tiefeng’s
businesses in the usual, regular and ordinary course in substantially the same
manner as heretofore conducted. If Transferor’s conducts are in violation of or
harm to the interest of Tiefeng, Humankind has right to terminate this Agreement
and Transferor shall afford all consequences.
ARTICLE
VI
LIABILITY
FOR BREACH OF THE AGREEMENT
6.1 Any
party in violation of any of the provisions of this Agreement shall assume
liabilities of breach.
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6.2 If
any party could not perform its obligations in this Agreement beyond 60 days,
the observant party has the right to terminate this Agreement and breaching
party shall assume all loss.
6.3 If
Humankind is in violation of articles 3.1 (a) and (c) in this Agreement, it
shall pay 0.04% of overdue Consideration to transferor for each delayed
day.
6.4 If
transferor does not arrange share transfer, transferor shall pay 0.04% of
Consideration to Humankind for each delayed day and if the delayed period beyond
60 days, Humankind has the right to terminate this Agreement.
6.5 The
financial statements of Tiefeng provided by Transferor must be true and
accurate. Transferor shall assume liabilities for any fraud and inaccurate
information in the financial statements.
6.6 If
either Transferor or Humankind has a material breach of any representation,
warranty, covenant or agreement in this Agreement and such breach incurred loss
to the other party, the breaching party shall pay for loss to observant
party.
ARTICLE
VII
APPLICABLE
LAWS AND REGULATIONS
7.1 This
Agreement shall be governed and construed in accordance with the laws of China
without regard to principles of conflicts of law.
7.2 Each
party has the right to submit to the jurisdiction of China in respect of any
suit, action or proceeding arising out of or relating to this
Agreement.
ARTICLEVIII
MISCELLANEOUS
8.1 This
Agreement may be executed in four copies. Transferor, transferee and its legal
counsel and Governmental Entity hold one copy respectively. This English version
is just a reference, if there is any conflict in meaning between the English
language version and Chinese language version of this Agreement, the Chinese
version shall prevail.
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8.2 This
Agreement may be amended by mutual agreement of Transferor and Humankind. Any
such amendment must be by an instrument in writing signed on behalf of each of
the parties hereto.
8.3 All
of the representations, warranties and agreements in this Agreement or in any
instrument delivered pursuant to this Agreement shall survive for a period of
five years from the date of this Agreement.
8.4 The
parties hereto, by mutual agreement, may, to the extent legally allowed, extend
the time for the performance of any of the obligations or other acts of the
other parties hereto.
8.5 This
Agreement constitutes the entire agreement between Transferor and Humankind with
respect to the subject matter of this Agreement, and supersedes all oral and
written proposals, representations, understandings and agreements previously
made by Transferor and Humankind.
8.6 This
Agreement is taken into effect after signing of the authorized representatives
of Transferor and Humankind.
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IN
WITNESS WHEREOF, this Acquisition Agreement has been signed by the parties set
forth below as of the date set forth above.
HARBIN
HUMANKIND BIOLOGY TECHNOLOGY CO. LIMITED
By: /S/ SUN XXX
Xxx Kai
Date: August 18, 2009
TRANSFEROR:
By: /S/YONGTIAN GUO
Yongtian Guo
By: /S/XXXXXX XXX
Xxxxxx Xxx
By: /S/XXXXXX XXX
Xxxxxx Xxx
Date:
August 18, 2009
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