SHARE TRANSFER AGREEMENT
EXHIBIT
4.36
This
Share Transfer Agreement (hereinafter referred to as the “Agreement”)
is
entered into on ___,
2007
between the following parties:
(1)
(hereinafter referred to as the “Transferor”),
ID#: ,
(2)
Beijing Origin Seed Limited (hereinafter referred to as the
“Transferee”),
Add:
Xx.00 XxxxxXxxxXxxx Xxxx, Xxxxxxxxx Xxxxxxxx, Xxxxxxx
Legal
representative: Xxxxxxxx Xxx
The
Transferor and the Transferee are hereinafter collectively referred to as “Both
Parties” and individually as a “Party.”
WHEREAS:
(1)
Until
to the execution day of this Agreement, the Transferor is entitled to
RMBxxxxx
shares
in
the contribution of the registered capital, about %
of the
total shares of Jilin Changrong Hi-tech Seed Limited (hereinafter referred
to as
the “Jilin Changrong”),
(2)
Transferor agrees to transfer
(his/her)
holdings
of RMB shares
of
Jilin Changrong, under conditions set forth in this Agreement to the Transferee,
aboutxxxxx
%
shares
of Jilin Changrong; and the Transferee agrees to accept the
% shares
under conditions set forth in this Agreement.
NOW
THEREFORE,
pursuant
to the Company
Law of the People's Republic of China
and the
Contract
Law of the People's Republic of China and
other
relevant Chinese laws and regulations, through friendly negotiation between
Transferor and Transferee, Both Parties enter into this Agreement regarding
the
foresaid share transfer under the following terms:
ARTICLE
ONE DEFINITION
Except
as
provided otherwise in this Agreement, the following terms shall have the
following meanings:
(1)“Share
Transfer”
refers
to, the Transferor transfers
(his/her)
lawful
holdings of %
shares
of Jilin Changrong to the Transferee in accordance with this Agreement;
(2)“Target
Shares”
refers
to the foresaid
% shares
of Jilin Changrong;
(3)“Consideration”
refers
to
the transfer price that shall be paid by the transferee to the transferor as
provided in Article 3 of this Agreement;
1
(4)“Execution
Day”
refers
to the date on which this Agreement formally signed and executed;
(5)“Transfer
Completion Day”
refers
to the date when the Transferor transfers the Target Shares to the Transferee
and Jilin Changrong fulfill the whole procedures of the shareholder’s changing;
(6)“Business
Day”
means a
day (other than Saturday, Sunday or a public holiday) on which banks generally
are open in the PRC for a full range of business;
ARTICLE
TWO SHARE TRANSFER
2.1
The
transferor agrees to transfer target shares to the transferee under conditions
and in the manners set forth in this Agreement; the transferee agrees to accept
target shares under the conditions and in the manners set forth in this
Agreement.
2.2
This
share transfer shall be the Share Cum Right Transfer, in which, until to the
execution day of this Agreement, the whole accumulated profit of Jilin Changrong
of the target shares shall be remained with the transferee, and the right and
claim in any manners of the profit distribution of the target shares shall
be
surrendered by the transferor.
ARTICLE
THREE CONSIDERATION AND PAYMENT
3.1
Both
Parties agree, the consideration of the share transfer shall be RMB yuan
(hereinafter referred to as the “consideration”).
3.2
Both
Parties agree, the 50% consideration shall be paid by the transferee, to the
designated bank account of the transferor within 3 days after the Execution
Day;
the other 50% consideration shall be paid within 3 days after the Transfer
Completion Day.
ARTICLE
FOUR OBLIGATIONS AND RIGHTS OF THE TRANSFEROR
4.1
The
Transferor has qualification to transfer the Target Shares and to sign and
perform this Agreement.
4.2
The
transferor is the legal and beneficial owner of the target shares, and is
entitled wholly and independently to dispose of the target shares; the target
shares shall be clear of any pledge, contingent debt, and other potential
liabilities, shall not be interfered with any dispute, arbitration, and lawsuit,
shall not be limited by any priority or other kind of right.
4.3
The
transferor has provided the transferee with authentic, integrity, and accurate
financial report, legal documents and other necessary materials regarding asset,
debt, and contingent debt of Jilin Changrong; and there is no event disclosed
to
transferee having material adverse effect on Jilin Changrong. Any statement
and
guarantee made by transferor herein, including any documents provided transferee
with, shall not include any inauthentic statement of significant events, and
shall not miss any significant events which will misguide the statement
perhaps.
2
4.4
The
transferor guarantees not to sign any contract or agreement conflicting with
the
Agreement, and not to transfer any right and obligation herein to any third
party. From the Execution Day to the Transfer Completion Day, the transferor
guarantees not to business with any third party for the target shares transfer,
pledge, consign and so on, or sign any letter of intent, contract, memorandum,
or contract and agreement including conditions against the target shares
transfer.
4.5
The
Transferor undertakes that it will take all necessary actions and steps to
execute all necessary documents and perform this Agreement as soon as
possible.
ARTICLE
FIVE OBLIGATIONS AND RIGHTS OF THE TRANSFEREE
5.1
The
Transferee has qualification to accept the Target Shares and to sign and perform
this Agreement.
5.2
The
Transferee undertakes to pay the consideration under this
Agreement.
5.3
The
Transferee undertakes not to sign any contract or agreement conflicting with
this Agreement, and will not assign the rights and obligations to any third
party under this Agreement.
5.4
From
the Execution Day to the Transfer Completion Day, the transferee guarantees
not
to business with any third party for the target shares transfer, or sign any
letter of intent, contract, memorandum and so on.
5.5
The
Transferee undertakes that it will take all necessary actions and steps to
execute all documents and perform this Agreement as soon as
possible.
ARTICLE
SIX TRANSACTION
6.1
Both
Parties shall assign their personnel to go through procedures of the relevant
registration of shareholders changing at the competent authorities, including
the modification of the company charter of Jilin Changrong because of the shares
transfer
within 5
business days after the Execution day.
6.2
Each
party shall bear its respective taxes, costs and expenses of consultation,
drafting and performance of this Agreement.
ARTICLE
SEVEN DEFAULT
7.1
Both
parties shall abide by the Agreement strictly, after the execution of this
Agreement, it constitutes a breach, if either party is in default,
non-performance, or incomplete performance of this Agreement, or is in breach
of
any representation, warranty and undertaking of this Agreement. The breaching
party shall bear all economic loss of the other party resulted from the breach,
and the other party have right to terminate the Agreement.
ARTICLE
EIGHT MISCELLANEOUS
8.1
This
Agreement shall become effective after it is signed by both Parties’ legal
representative (person in charge) or authorized representative and stamped
with
both Parties’ corporate seal.
3
8.2
Any
dispute arising from the performance of this Agreement may be settled through
negotiation. If no settlement could be reached, the dispute shall be dealt
with
according to bring a lawsuit at the People’s Court on the jurisdiction
depends;
8.3
Any
modification of the Agreement must be negotiated by both parties, and shall
be
effective after the relevant written modification agreement is signed by both
parties. The termination of the Agreement may be in writing by
consensus.
8.4
Any
supplemental agreement may be executive regarding the relevant conditions of
the
Agreement, and the supplemental agreement has the same power to the
Agreement
8.5
This
Agreement is executed in four originals. Each Party hereto shall hold two with
the same power.
(END
OF THE CONTENT)
Party
A:
/s/
Party
B (corporate seal): Beijing
Origin Seed Limited
/s/
CORPORATE SEAL
Legal
representative (person in charge) or authorized representative (signature):
/s/
Xxxxxxxx Xxx
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