SHARE EXCHANGE AGREEMENT
Exhibit
10.13
PARTY A:
ASIALINK（FAR
EAST）LIMITED,
a company incorporated under the laws of the Hong Kong Special Administrative
Region of the People’s Republic of China, with the business registration
certification number: 33913161-000-07-08-7, and the address: RM 1401 WORLD
COMMERCE XXXXXX XXXXXXX XXXX 0-00 XXXXXX XX XXX XX.
PARTY B:
SMARTHEAT INC., a company incorporated under the laws of the State of Nevada.
Mr. Xxx Xxxx served as the Chairman and CEO of SMARTHEAT INC., who is a Chinese
citizen.
WHEREAS,
PARTY A has agreed to transfer 100% of the issued and outstanding capital stock
(the “Target Equity ”) held by it in SAN DE KE Co., Ltd. (the “Target Company”)
to PARTY B; PARTY B agreed to acquire the Target Equity and to pay the price to
PARTY A; After friendly consultations, both PARTY A and PARTY B agreed to
implement the share exchange transaction (the “Share Exchange”) upon the terms
and subject to the conditions set forth herein.
Section
1. The Target Company
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1.1.
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The
Target Company is a wholly foreign-owned enterprise, which was
incorporated under the laws of the People’s Republic of China. The Target
Company’s business registration certification Number is QIDUHUPUZONGZI
321124(PUDONG), and its address is 4# workshop, 0000 Xxxxxxxx Xxxxxx,
Xxxxxx Xxx Xxxxxxxx, Xxxxxxxx City. Xx. Xxxxxx Xxxxx served as the the
legal representative of the Target Company, who is Chinese
citizen.
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1.2.
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The
registered capital of the Target Company is US$200,000 as of the signature
date of this Agreement. PARTY A is the exclusive shareholder of the Target
Company, and duly holds the Target
Equity.
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1
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1.3.
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The
benchmark date for the Share Exchange shall be September 25, 2008. The
balance sheet of the Target Company as of September 25, 2008 shall be an
annex to this Agreement, which is named as “Acquisition Table”. PARTY A
shall assure PARTY B that the Acquisition Table is real, objective and
accurate.
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Section
2. Declarations and Assurances
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2.1.
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Declarations
and Assurances by PARTY A to PARTY
B:
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As of the
date that the Target Equity is duly transferred to PARTY B from PARTY A, PARTY A
is duly incorporated under the laws of the Hong Kong Special Administrative
Region of the People’s Republic of China, and is in good standing; PARTY A has
the absolute right to dispose its assets of properties; PARTY A has made the
decision to consent the Share Exchange in accordance with its By-laws; The
Target Equity is free and clear of any security interest, mortgage, pledge,
lien, encumbrance.
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2.2.
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Declarations
and Assurances by PARTY B to PARTY
A:
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As of the
date that the Target Equity is duly transferred to PARTY B from PARTY A, PARTY B
is duly incorporated under the laws of the Nevada State and is in good standing;
PARTY B has the absolute right to dispose its assets or properties; PARTY B has
made the decision to consent the Share Exchange in accordance with its By-laws;
The money paid to PARTY A by PARTY B comes from the legal
resource.
Section
3. The Target Equity
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3.1.
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PARTY
A shall totally transfer the Target Equity to PARTY B; PARTY A shall not
hold the shareholder status of the Target Company anymore, after the
Target Equity has been duly transferred to PARTY B.
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3.2.
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PARTY
B shall totally acquire the Target Equity from PARTY A; PARTY B shall be
the exclusive shareholder of the Target Company after the Target Equity
has been duly transferred to PARTY B.
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3.3.
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PARTY
A shall be responsible for the remaining debts of the Target Company that
are not listed on the Acquisition Table before the Target Equity has been
duly transferred to PARTY B. After the Target Equity has been duly
transferred to PARTY B, such debts shall not be subject to PARTY B and the
Target Company.
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2
Section 4. The Price
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4.1.
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PARTY
B shall pay US$741,516 to PARTY A for the Share
Exchange.
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Section
5. Payments
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5.1.
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PARTY
A shall provide PARTY B with some relative written documents within 5 days
after the signature date of this Agreement, and cooperate with PARTY B to
apply to the government agencies for processing the approval and
registration procedures.
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5.2.
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PARTY
B shall pay the price to PARTY A as followed:
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a)
PARTY B shall pay an initial US$ 222,455 to PARTY A within 15 days after
the signature date of this Agreement;
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b)
PARTY B shall pay an additional US$ 370,758 to PARTY A within 15 days
after all the necessary written documents have been filed with the
government agencies;
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c)
PARTY B shall pay a final US$ 148,303 to PARTY A within 15 days after the
Share Exchange has been approved and registered by the government
agencies.
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Section
6. Breach of Agreement
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6.1.
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PARTY
A shall fulfill its responsibilities under this Agreement, in case of
breach by PARTY A, it shall compensate PARTY B for actual
losses.
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6.2.
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PARTY
B shall fulfill its responsibilities under this Agreement, in case of
breach by PARTY B, it shall compensate PARTY A for actual
losses.
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Section
7. Governing Law and Settlement of Disputes
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7.1.
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Both
PARTY A and PARTY B have agreed that this agreement shall be deemed to
have been made under, and shall be governed by, and construed in
accordance with the laws of the People’s Republic of
China.
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3
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7.2.
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PARTY
A and PARTY B shall friendly consult to settle the dispute arising from
performing this Agreement; in case of failing to consult, each PARTY shall
have the right to indict.
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Section
8. Effectiveness and Termination
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8.1.
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This
Agreement shall become effective upon the signatures and seals by PARTY A
and PARTY B.
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Section
9. Procedures, Taxes and Fees
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9.1.
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PARTY
A shall assign its personnel to process the relative approval and
registration issues, while PARTY B shall provide PARTY A with some
necessary help.
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9.2.
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PARTY
A and PARTY B shall respectively pay the taxes and fees relating to the
Share Exchange according to the relative law; the taxes and fees that are
not specifically regulated shall be equally shared by PARTY A and PARTY
B.
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Section
10. Force Majeure
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10.1.
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Neither
party is responsible for any situation arising from Force Majeure such
as:natural disasters including earthquakes, hurricanes and floods, wars,
riots or other major national or social
uprisings.
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Section
11. Copies
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11.1.
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This
Agreement has 4 copies, each Party holds one copy, the two other copies
are used to be file with government
agencies.
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Section
12. Signing
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12.1
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This
agreement is signed in Beijing City, PRC on September 25,
2008.
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4
Section
13. Noncompetition
13.1 As
the shareholders of PARTY A, Xx. Xxxxxxx Xxx and Xx. Xxxx Xxxx (the “Two
People”)both make the following Declarations and Assurances to PARTY B and the
Target Company:
Within 4
years After the Target Equity has been duly transferred to PARTY B, the Two
People shall not serve the duties, other than the duties that the Two People
served in the Target Company, or not engaged in the business that will compete
with the Target Company;
The Two
People shall not make any investment in the companies that will compete with the
Target Company;
The Two
People shall not serve duties in any companies that will compete with the Target
Company;
The Two
People shall not operate any acts that will compete with the Target
Company.
13.2. The
Two People shall respectively pay RMB 800,000 (approximately equals US$116,788 )
to each of PARTY B and the Target Company, in case of breaching the clause 13.1
above.
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Signature:
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1.
Xxxxxxx
Xxx
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2.
Xxxx
Xxxx:
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September25,
2008
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September25,
2008
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PARTY A :
ASIALINK（FAR
EAST）LIMITED
(SEAL)
Signature:
/s/ Authorized
AsiaLink Signatory
September
25, 2008
5
PARTY B :
SMARTHEAT INC.
(SEAL)
Signature: /s/ Authorized SmartHeat
Signatory
September
25, 2008
6
Annex
: Acquisition Table
7
