EXHIBIT 2.3
Stock Transfer Agreement
Parties to this agreement:
Party A: Dahua Project Management Group
Party B: Xxxxx Invest Inc.
Participating Shareholder: Beijing Dahua Bidding Agency
Beijing Dahua Real Estate Development Ltd. is a limited liability company
jointly invested by both Dahua Project Management Group and Beijing Dahua
Bidding Agency. Beijing Dahua Real Estate Development Ltd. shall have
the registration capital of XXX 00 xxxxxxx xxxx, out of which Dahua Project
Management Group owns 80% of the stock (i.e. RMB 8 million yuan), whereas
Beijing Dahua Bidding Agency owns 20% of the stock (i.e. RMB 2 million
yuan).
Through amicable consultation, Party A agrees to transfer its 80% of the
stock in Beijing Dahua Real Estate Development Ltd. to Party B. This stock
transfer agreement is hereby made and concluded by and between Party A and
Party B as follows:
I. Introduction to the assignor and the assignee
1. The assignor (Party A)
Name: Dahua Project Management Group
Legal business address: No.8 Zhixin Road of Xueyuan Road of Haidian
district in Beijing city
Legal Representative:
Name: Du Yonglin,
Title: President,
Nationality: China.
2. The assignee (Party B)
Name: Xxxxx Invest Inc.
Legal business address: Floor 0, Xxxxxxxxxx Xxxxxx, Xxxxxxxx Cay I,
Road Town, Tortola, BVI.
Legal Representative:
Name: Du Yonglin,
Title: President,
Nationality: China.
II. Stock Transfer Amount and Price
Dahua Project Management Group (Party A) agrees to transfer RMB 8 million yuan
(approximately US$963,800) worth of its 80% of the stock in Beijing Real Estate
Development Ltd. to Xxxxx Invest Inc. (Party B).
III. Terms of Stock Transfer Completion and Method
Party B shall pay Party A US$963,800 in cash within 90 days from the date of
the issuance of the amended business license following execution hereof.
IV. After completion of the above stock transfer, Party B shall acknowledge the
original contract and its annex, and shall agree to perform and undertake all
rights, obligations and liabilities Party A formerly owns in Beijing Dahua
Real Estate Development Ltd.
V. Liabilities of Breach of Agreement
Where Party B fails to pay the amount in accordance with the time limit
specified in Article III of this agreement, Party B shall pay 2% of the amount
of investment as penalty one (1) month beyond the time limit. If Party B fails
to pay the specified amount three (3) months beyond the time limit, Party A
shall have the right to terminate the agreement in question and demand
compensation for loss.
VI. Dispute Resolution
Any disputes arising from the execution of, or in connection with, this
agreement shall be settled through friendly consultations between the Parties
hereto. In case no settlement can be reached through consultations, the disputes
in question shall be submitted to China's arbitration agency or other
arbitration agencies for arbitration in accordance with their rules of
arbitration. The arbitration award shall be final and binding upon the Parties
hereto. The cost of arbitration shall be borne by the losing Party.
Dahua Project Management Group. Xxxxx Invest Inc.
/s/ Yonglin Du /s/ Yonglin Du
------------------------------ -------------------
Yonglin Du Yonglin Du
Legal Representive Legal Representative
Date of contract: May 25, 2004
Contracting place: Dahua Real Estate Development Ltd. in Xxxxxx Xxxxxxx,
Xxxxxxxx Xxxxxxxx, Xxxxxxxxx Xxxxxxxx, Xxxxxxx
