Share Transfer Agreement
Transferor:
Dalian Northport Information Industry
Development Co., Ltd.
Address: Xxxx 000, X, 0 Xxxxxx Xxxx, Qixianling
Industrial Base, High-Tech Zone, Dalian
Registered Number: QIDULIAODAZONGZI
NO. 014063
Transferee:
Xx. Xxxx Meizhou, born on January 5,
1973, Han Nationality
Address: Xxxx 0000, Xxxxxxxx 00, Xx.000 Xxxxxxx Xxxx,
Xxxxxxx, Xiangzhou District, Zhuhai, Guangdong Province
Position:
Shareholder of Shenyang LingXiao Aviation Service Co.
Transferee:
Xx. Xxxxx Xiaodan, born on May 13, 1980,
Han Nationality
Address: Xx. 00-00, Xxxxxxxxx Xxxx, Dalian
This Share Transfer Agreement is made among the aforesaid parties on the basis of amiable negotiation and principles of voluntary participation. According to Economic Contract Law of People’s Republic of China and the relevant regulations, the three parties agree to execute this agreement subject to the terms and conditions stipulated below.
Article 1 Description for Enterprise of Share
Transfer
Shenyang LingXiao Aviation Service Co. was formally registered
in Shenyang Administration for Industry and Commerce after the approval on
September 26, 2007. The registered number is 2101322108469, and the business
period is from September 26, 2007 to September 25, 2017. The business scope
includes the agency service of passenger transportation sales in domestic flight
courses, international flight courses, or flights courses of Hong Kong, Macao,
Taiwan, as well as the consultation of economic information. The registered
capital is RMB 1,500,000 Yuan. In which, RMB 765,000 Yuan in currency is
provided by Dalian Northport Information Industry Development Co., Ltd. as the
shareholder, accounting for 51% of the shares; and RMB 735,000 Yuan in currency
is provided by Xx. Xxxx Meizhou as the shareholder, accounting for 49% of the
shares.
Article 2 Amount of Share Transfer
Dalian Northport
Information Industry Development Co., Ltd. (Transferor) hereby agrees to
transfer the shares in 41% of Shenyang LingXiao Aviation Service Co. (RMB
615,000 Yuan) to Xx. Xxxx Meizhou (Transferee), and agrees to transfer the
shares in 10% of Shenyang LingXiao Aviation Service Co. (RMB 150,000 Yuan) to
Xxxxx Xxxxxxx (Transferee).
Article 3 Price of Shares
Dalian Northport
Information Industry Development Co., Ltd. (Transferor) hereby agrees to
transfer his shares of Shenyang LingXiao Aviation Service Co. to Xx. Xxxx
Meizhou (Transferee). The transfer price is available with the exchange of
Transferor's shares of Shenyang LingXiao Aviation Service Co. and the 2.5
million shares of Northport Capital Inc. held by Xx. Xxxx Meizhou.
Article 4 Payment and Term
After signing this Share
Transfer Agreement, Transferor shall transfer the 2.5 million shares
directionally distributed by Northport Network systems Inc. to the targeted
Transferee.
Article 5 Responsibility of Transferor
Transferor
shall do the utmost to fulfill the procedures of registration change related to
the company.
Article 6 Cost
During the share transfer, any cost
related to this transfer shall be born by Transferee.
Article 7 Breach Responsibility
In the case that any
party cannot appropriately and completely perform the obligations in this
Agreement, the party shall bear the responsibility for the breach and pay all
the economic losses for the observant party.
Article 8 Settlement of Disputes
Any dispute arising
from the execution of this Agreement shall be settled through friendly
consultations by the parties. In case no settlement through consultation can be
reached or is willing to make, the disputes shall be submitted to Dalian Xigang
District People’s Court.
Article 9
Any matters not covered in this Agreement
shall be solved by signing the supplementary agreement of Share Transfer
Agreement. The supplementary agreement and this Agreement are of the same legal
effect.
Article 10
This Share Transfer Agreement shall become
effective upon signing and stamping by the three parties.
Article 11
This Agreement is made out in
quadruplicate. The two copies are held by Transferor and the two copies are held
by Transferee. All the copies are of the same effect.
Article 12
This Share Transfer Agreement shall
prevail if there is any inconsistence with other agreements.
Article 13
After the signing of this Share Transfer
Agreement, the share transfer agreements and the supplementary agreements signed
by the parties previously shall cease to perform.
Transferor:
Dalian Northport Information Industry
Development Co., Ltd.
Signed by Legal Representative:
/s/ Xxxx Xxx,
Chairperson
Transferee:
Chen Meizhou
Personally Signed by
Transferor:
/s/ Chen Meizhou
Transferee:
Xxxxx Xxxxxxx
Personally Signed by
Transferor:
/s/ Xxxxx Xxxxxxx
Signed on the 11th day of May, 2010
