Exhibit 10.2
Equity Interest Transfer Agreement
This Equity Interest Transfer Agreement (the "Agreement") was concluded between
the following parties in Nanjing on Dec. 1st, 2004.
Transferor: Jiangsu Ever-Glory International Enterprise Group Co., Ltd.
(hereinafter called Party A)
Address: Ever-Glory Mansion, 00, Xxxxx Xxxxxx, Xxxxxxx Xxxx, Xxxxxxx Province
Legal Representative: Xxxx Xxxxx
Transferee: PERFECT DREAM LIMITED (hereinafter called Party B)
Address: Akara Xxxx,00 Xx Xxxxxx Xxxxxx, Xxxxxxxx Cay 1, Road Town, Tortola,
British Virgin Islands.
Legal Representative: Xxxx Xxxxx
Article One Definitions
Unless otherwise stipulated, the following terms bear the following meanings in
this Agreement:
This Agreement: this Equity Interest Transfer Agreement
Transferor: Jiangsu Ever-Glory International Enterprise Group Co., Ltd.
(hereinafter called Party A)
Transferee: PERFECT DREAM LIMITED (hereinafter called Party B)
Object of Transfer: Nanjing Jinlu Costumes Co., Ltd.
Equity Interest: all the equity interest in the Object of Transfer (Nanjing
Jinlu Costumes Co., Ltd.) held by transferor
Both Parties: transferor and transferee
Assets: the assets of the Object of Transfer
Liabilities: all the liabilities of the Object of Transfer
This Transfer: all the equity interest in the Object of Transfer that the
transferor is willing to transfer and the transferor is willing to accept
Dollar: US Dollar
All Statements: the statements of related facts and commitments recorded in
words
List of Transfer: Enclosed list prepared for this transfer
Date of Registration of Change with Industrial and Commercial Authority: the
date on which the parties of this Agreement apply to the industrial and
commercial authority for changing the original registration of shareholders
Limitless Recourse Party: If the transferor/transferee conceals related matters
other than in the list of transfer or any other written material that
transferor/transferee submits to transferee/transferor, and the concealment has
caused the transferee/transferor direct or indirect losses, the
transferee/transferor thus has a limitless recourse right. The recourse
includes: the costs it actually incurred for this transfer; direct or indirect
economic losses; all the lawsuit costs thus incurred.
Article Two: Transfer of Equity interests
2.1 Equity interests
In accordance with this article of this Agreement, the transferor shall transfer
to the transferee the equity interests of the object of transfer it holds. Party
A shall agree to transfer to Party B 51.29% of the equity interests it holds.
2.2 Transfer Price
Based on the negotiation between the transferor and transferee, the transferor
shall transfer to the transferee 51.29% of the equity interests of the object of
transfer it holds at the agreed transfer price of 1288404 dollars.
2.3 Change of Ownership Registration for this Transfer
The transferor and transferee shall entrust Jiangsu Weishide Law Office to go
through the procedure of transferring the equity interests at the industrial and
commercial administrative department.
2.4 Rights and Interests of Shareholders
Upon completion of this transfer, the transferee shall own 51.29% of the equity
interests and rights and interests of shareholders of the object of transfer
2.5 Date of Registration and Method of Completion
This transfer shall be completed on the day when both the transferee and
transferor went through the procedures of equity interests transfer registration
at the Industrial and Commercial Administrative Bureau of Nanjing City after
this transfer has been approved by the concerned government departments, the
foreign trade and economic cooperation committee and other departments.
2.6 Responsibilities at the Time of Completion:
A. The transferor shall submit the transferee:
(1) the transferor's written commitment concerning its responsibility for
the verity, integrity and accuracy of all the related material and other
legal documents.
(2) Other documents related to the registration and ownership alteration
registration of this transfer of equity interests
(3) Necessary written approvals, admissions and permissions by the
government and the concerned competent departments related to this
transfer
B. The transferee shall submit to the transferor:
Necessary written approvals, admissions and permissions by the government and
the concerned competent departments related to this transfer
Article Three Statement and Warranty of Transferor
The transferor shall make the following statements and warranties to the
transferee:
3.1 Legality
(1) The transferor is the legal holder of the equity interests of the object
of transfer and has completed the legal and necessary legal processes
related to the equity interests it holds; it is also an independent
legal person who is legally instituted and has the right to perform the
matters concerning this Agreement.
(2) The object of transfer is a company of limited liability with a status
of independent legal person that is established and continues to exist
according to Chinese law. All necessary approvals, admissions,
authorizations and permissions have been obtained for its establishment,
production and operation. The transferor commits itself that the object
of transfer does not violate the related approvals, admissions,
authorizations and permissions.
3.2 Authority
The transferor drafts this Agreement with the transferee of its own will and
understands its legal responsibilities at the same time; the transferor has a
fully legal right to sign and perform this Agreement.
3.3 The transferor commits it self that the operation of the object of transfer
has been effectively approved, agreed, authorized and permitted. All these
approvals, agreements, authorizations and permissions are effective with binding
effects. If the transferee finds anything imperfect, the transferor shall be
obliged to help and cause the object of transfer to finalize the corresponding
formalities.
Article Four Statements and Warranties of Transferee
The transferee shall make the following statements and warranties to the
transferor:
4.1 Legality
The transferee is an independent legal person who has itself registered and is
doing business according to law.
4.2 Authority
The transferee drafts this Agreement with the transferor of its own will and
understands its legal responsibilities at the same time;
4.3 Some Lawsuits
As far as the transferee knows, there is not any lawsuit against it being
transferred the equity interests of the object of the transfer.
Article Five Commitments of Transferor During the Period from the Day of
Concluding the Agreement to the Day of the Commercial and Industrial Department
Altering the Registration
5.1 To Make Investigation and Obtain Related Documents
During the period from the day of concluding the Agreement to the day of the
commercial and industrial department altering the registration, the transferor
shall assist the transferee in making investigation and ensure that the
transferee will obtain all the related documents of the object of the transfer.
5.2 Production and Operation of the Object of the Transfer
(1) to continue to operate the object of the transfer with regular business
behavior.
(2) to try its best to keep the current business activities and personnel
unchanged; 5.3 Appraisal and Approval
After concluding this Agreement, the transferor shall, in coordination with the
transferee and the object of the transfer, apply to the related competent
departments for appraising and approving the various matters related to this
transfer.
5.4 Notification
If any matter conflicting with this Agreement occurs, the transferor shall
immediately notify the transferee and immediately submit to the transferee the
corresponding revised copy of the list of the transfer.
5.5 Never to Negotiate
After this Agreement is concluded, the transferor shall not negotiate with any
party other than the transferee over matters related to this transfer of equity
interests.
5.6 Strain its Efforts
The transferor shall strain its efforts to carry out the related articles in
this Agreement.
Article Six Commitments of Transferee During the Period from the Day of
Concluding the Agreement to the Day of the Commercial and Industrial Department
Altering the Registration
6.1 To obtain the approval from related government departments
After this Agreement is concluded, the transferee shall immediately go through
the formalities to apply to the related government departments for approval and:
(1) Assist the transferor in completing its procedures of application for
approval; (2) Assist the transferor in obtain the items specified in the list of
the transfer.
6.2 To pay the costs of transfer to the transferor (or the beneficiary appointed
by the transferor)
Within three months after this Agreement is concluded, the transferee shall pay
Party A in one lot the amount of the transfer of equity interests totaling
1288404 US dollars.
Article Seven The Prerequisites for Transferee to Perform the Final
Responsibilities as the Transferee of this Transfer
Before performing its final responsibilities as the transferee of this transfer,
the transferee requires that the following prerequisites must be met by that
time:
7.1 The statements and commitments made by the transferor are all true;
7.2 The transferor has fulfilled all the responsibilities in this Agreement
except the final one;
7.3 Both parties have reached a common understanding;
7.4 There exists not any lawsuit related to this transfer against the
transferor;
7.5 No other natural persons or legal persons than the transferor have any
rights and interests over the equity interests the transferor transfers;
7.6 During the period from the day of concluding the Agreement to the day of
altering the registration at the commercial and industrial department, the
assets of the object of the transfer do not change unfavorable to the transferee
for the sake of the transferor.
7.7 After the day of concluding this Agreement, the transferee and any person
entrusted by it shall have the right to enter the object of the transfer in
regular business hours to understand the actual management of its production and
operation activities.
Article Eight The Prerequisites for Transferor to Perform the Final
Responsibilities as the Transferor of this Transfer
Before performing its final responsibilities as the transferor of this transfer,
the transferor requires that the following prerequisites must be met by that
time:
8.1 The statements and commitments made by the transferee are all true;
8.2 The transferee has fulfilled all the responsibilities in this Agreement
except the final one;
8.3 There is not any law, regulation, or decision of a court obstructing and
forbidding the transferee to be transferred the equity interests.
Article Nine Effect and Termination of this Agreement
9.1 The Effect of this Agreement
(1) This Agreement becomes effective after both parties sign and confirm it by
seal and then it is approved by the related competent departments and Party
A receives the down payment from the transferee;
(2) The actual rights and responsibilities of both the parties are clearly
specified in this Agreement. If the related government departments have any
special requirement for the documents submitted for approval, both parties
agree to adjust the forms of the Agreement without altering these actual
rights and responsibilities. The adjustment shall be subject to the
confirmation of both the parties of this Agreement;
9.2 Termination of this Agreement:
(1) Any party of the transferee and transferor does not abide by or violate any
article in this Agreement without impunity.
(2) Any item in Article Seven and Article Eight cannot be carried out due to
indisputable and/or human factors.
(3) Both the parties agree to terminate the Agreement;
(4) The Agreement is not approved or exempted by the related government
department.
Article Ten Liabilities and Compensation from Breaching the Contract
10.1 Unless this Agreement cannot become effective for being not approved by the
concerned department, both the parties shall perform the articles of this
Agreement. If any party does not perform this Agreement or does not perform this
Agreement according to the agreed conditions, the other party may require the
party breaching this Agreement to compensate it for the losses, and also may
require the breaching party to continue performing the Agreement. The
above-mentioned "losses" shall include:
1) The Costs actually incurred by the non-breaching party for this transfer
(including but not limited to the intermediary costs, travel costs and
public relation costs);
2) Non-breaching party's direct and/or indirect economic losses (including
but not limited to obtainable benefits);
3) Law costs the breaching part has paid for this lawsuit or arbitration
(including but not limited to lawsuit costs, costs of application for
arbitration, attorney costs).
10.2 Other than the first item of this article, if the transferor violates
Article Three or Article Five of this Agreement, the transferee may terminate
this Agreement or may require to lower the transfer price agreed in the second
item of Article Two.
10.3 The transferor agrees: if the transferor does not furnish related material
and legal documents according to its own commitments in this Agreement, and this
mistake cannot be remedied, and this has caused the transferee actual losses,
then the transferee may amend the corresponding articles or terminate this
Agreement of the transfer of the equity interests and ask for compensation for
its losses.
10.4 If the transferee cannot pay the costs of transfer to the transferor
according to the stipulations of this Agreement, the transferor has the right to
confiscate the down payment of the transferee and ask the transferee to
compensate for its losses and has the right to terminate the Agreement of its
own will.
Article Eleven Settlement of Disputes
Any dispute arising from this Agreement shall be settled between the two parties
through negotiation. If it cannot be settled within thirty days through
negotiation, both the parties of the dispute may submit it to a people's court
with a jurisdiction of a certain level in Nanjing according to the stipulation
of law concerning the jurisdiction of different levels for settlement by
lawsuit.
Article Twelve: Miscellaneous
12.1 Confidentiality
Any information concerning this transfer shall be treated as absolute business
secret. All the participating parties of this Agreement shall treat such
information as strictly confidential.
12.2 Applicable Law
This Agreement shall be governed by Chinese law, and shall be interpreted and
revised according to Chinese current law.
12.3 Non-transferable Article
Unless agreed by both the parties in written form in advance, the transferor and
transferee shall not allot and transfer any rights and responsibilities under
this Agreement.
12.4 Effective Confirmation of Notifications
Any notification in this Agreement shall only be confirmed in written form.
Either the registered mail, express mail or personal delivery shall be deemed to
have been delivered only after the receiver signs them.
12.5 Matters not Covered
In the case of matters not covered by this Agreement, both the parties may
negotiate separately and sign a written supplementary Agreement. 12.6 Original
of this Agreement There are eight original copies of this Agreement. Either
party of this Agreement holds two copies. All copies have the same legal
effects.
(No Text below)
(No Text in this signature page)
Party A: Date:
Party B: Date:
