Equity Interests Transfer Agreement Transferors XU Dengfu, PAN Luping, PAN Mude, ZHANG Genkai,
EXHIBIT 10.1
Transferors
XU
Dengfu, PAN Luping,
PAN
Mude, ZHANG Genkai,
LI
Xianyue, YANG Min
and
XX Xxxxxxxx
Transferee
Beijing
Huaxin Tianying Livestock Technology Co., Ltd
November
3rd,
2008
1
This Equity Interests Transfer
Agreement (hereinafter referred to as “this Agreement”) is made and
entered into on November 3rd,
2008 at Yujiang County, Yingtan City, China,
by
and between:
Transferors:
XU
Dengfu
ID:
000000000000000000
Domicile:
27 Jiemiansushe, Xxx Xxx Xxxx Xxx Xxx Xxxxx Xxxx She Xi Lu
Yujiang
County
Yingtan
City
Jiangxi
Province
PAN
Luping
ID:
360622196509170038
Domicile:
63 Xxxx Xxxx Bei Lu Xxxx Xxxxx
Yujiang
County
Yingtan
City
Jiangxi
Province
PAN
Mude
ID:
350622660106321
Domicile:
145 Yuan Tou Zu,
Shidu
Viliage
Zhongtong
Town
Yujiang
County
Yingtan
City
Jiangxi
Province
ZHANG
Genkai
ID:
360622550119003
Domicile:
165 Chezhan Xxx
Xxxxxx
Town
Yujiang
County
Jiangxi
Province
LI
Xianyue
ID:
360622195709237714
Domicile:
42 Miao Mu Dui
Xxx Xxx
Xxxx Xxx Xxx Xxxxx Er Xxx Xxxxx
Yujiang
County
Yingtan
City
Jiangxi
Province
2
YANG
Min
ID:
360602198206040512
Domicile:
75 Sheng Xx Xxxx Lu
Xxx
Xx District
Yingtan
City
Jiangxi
Province
XU
Jiangyi
ID:
360622198111183268
Domicile:
007 Xx Xxx
Yatang
Viliage
Zhongtong
Town
Yingtan
City
Jiangxi
Province
Transferee:
Beijing
Huaxin Tianying Livestock Technology Co., Ltd
Domicile:
Xx.000, Xxxx00
00
X.Xxxxxxxxxxxx Xx
Xxxxxxx
Xxxxxxxx, Xxxxxx
Basing on
friendly negotiations, the parties agree as follows:
Article
1 Theme Issue of the Agreement
|
(a)
|
XU
Dengfu, PAN Luping, PAN Mude, ZHANG Genkai, LI Xianyue, YANG Min, XU
Jiangying (collectively as “Transferors”) respectively
hold 26%, 16%, 14%,12%, 12%, 10%, and 10% equity interests(hereinafter
referred to as the “Transferring Equity
Interests”) of Jiangxi Yingtan Huaxin Livestock Co., Ltd（hereinafter
referred to as “Yingtan
Huaxin”）.
|
|
(b)
|
Transferors
desire to transfer to Transferee and Transferee desires to purchase from
Transferors, the Transferring Equity
Interests.
|
Article
2 Price of Equity Interests Transferred
|
(a)
|
Transferor
XU Dengfu shall transfer to Transferee 26% equity interests he owns in
Yingtan Huaxin and the transfer price shall be RMB30,000, Transferee shall
pay up such price in half year after the execution of this
Agreement.
|
|
(b)
|
Transferor
PAN Luping shall transfer to Transferee 16% equity interests he owns in
Yingtan Huaxin and the transfer price shall be RMB19,200, Transferee shall
pay up such price in half year after the execution of this
Agreement.
|
3
|
(c)
|
Transferor
PAN Mude shall transfer to Transferee 14% equity interests he owns in
Yingtan Huaxin and the transfer price shall be RMB16,800, Transferee shall
pay up such price in half year after the execution of this
Agreement.
|
|
(d)
|
Transferor
ZHANG Genkai shall transfer to Transferee 12% equity interests he owns in
Yingtan Huaxin and the price shall be RMB14,400, Transferee shall pay up
such price in half year after the execution of this
Agreement.
|
|
(e)
|
Transferor
LI Xianyue shall transfer to Transferee 12% equity interests he owns in
Yingtan Huaxin and the transfer price shall be RMB14,400, Transferee shall
pay up such price in half year after the execution of this
Agreement.
|
|
(f)
|
Transferor
YANG Min shall transfer to Transferee 10% equity interests he owns in
Yingtan Huaxin and the transfer price shall be RMB12,000, Transferee shall
pay up such price in half year after the execution of this
Agreement.
|
|
(g)
|
Transferor
XU Jiangying shall transfer to Transferee 10% equity interests she owns in
Yingtan Huaxin and the transfer price shall be RMB12,000, Transferee shall
pay up the price in half year after the execution of this
Agreement.
|
Article
3 Promise of Transferee
Transferee
promises that all of the above transfer prices shall be fully paid to each and
every transferor at the time set forth in this Agreement. Upon the completion of
the transfer, Transferee shall hold 99% equity interests of Yingtan Huaxin，Xu Dengfu shall
hold 1% equity interests of Yingtan Huaxin. Transferee shall strictly perform
its duties in accordance with the amended Articles of Association of Yingtan
Huaxin and bear relevant obligations.
Article
4 Declaration and Guarantees of Transferors
Transferors
declared and guaranteed that:
|
(a)
|
Transferors
lawfully held the equity interests of Yingtan Huaxin；
|
|
(b)
|
Transferors
are entitled to and have exclusive rights to dispose the Transferring
Equity Interests. There is no mortgage, pledge and warranty, or any other
restriction arose from any rights of a third party, on the Transferring
Equity Interests.
|
|
(c)
|
Transferors
have obtained all authorities and approvals to execute this
Agreement.
|
4
|
(d)
|
Transferors
shall not transfer any intellectual property, asset and any other property
or rights after the execution of this Agreement. Transferors guarantee
that all assets are lawfully owned by Yingtan Huaxin, and all
certifications are true, legal and
effective.
|
|
(e)
|
Transferors
guarantee that they shall not enter into any contract that will create any
obligations Yingtan Huaxin with any third party after the execution of
this Agreement.
|
Article
5 Breach of Agreement
|
(a)
|
Breach
of any terms, conditions, guarantees or promises set forth in this
Agreement by any party will be deemed as a default to this Agreement; the
breaching party shall be liable to pay a penalty to the other
party.
|
|
(b)
|
After
the execution of this Agreement, unless otherwise provided, any party may
not terminate this Agreement or delay performing its obligations under
this Agreement without the prior written consents of other
party.
|
Article
6 Governing Law and Dispute Resolution
This
agreement shall be governed and construed by the PRC laws. Any dispute arising
out of or in connection with this Agreement shall be first settled by the
Parties through friendly negotiations. Should the parties fail to negotiate, any
Party may submit the dispute to China International Economic and Trade
Arbitration Commission for arbitration. Such Arbitration shall be held in
Beijing and shall be undertaken in Chinese. The award of the arbitration shall
be final and binding upon all parties.
Article
7 Miscellaneous
|
1)
|
Any
instruction, illustration, requirement, declaration, or notification in
connection with this Agreement among parties shall be sent to the address
of each party listed in the beginning of this Agreement or other address
informed by other parties in writing and such documents shall become
effective upon the receipt of the
parties.
|
|
2)
|
This
Agreement constitutes the integrated agreement among the parties with
respect to the theme issue of this Agreement and shall replace all
previous negotiations and communications among
parties.
|
|
3)
|
Transferors
and Transferee shall respectively bear their own expenditures, costs, and
fees.
|
|
4)
|
This
Agreement may only be revised or amended in writing, and such revision or
amendment shall be expressly referred to this Agreement and jointly
executed by the representatives duly authorized by each
party.
|
5
|
5)
|
If
any provision hereto is claimed to be invalid or unenforceable, the
parties hereto shall make reasonable effort to replace them by effective
and enforceable provision that comes as close as possible to the original
legal and economic purpose and intent of the invalid or unenforceable
provision.
|
|
6)
|
This
Agreement is made in a set of nine originals in Chinese. Each Party shall
keep one original, and one original shall be filed with the Administration
of Industry and Commerce.
|
[LEAVE
BLANK INTENTIONALLY]
6
[EXECUTION
PAGE, NO TEXT HEREINAFTER]
Transferors:
XU
Dengfu
___________________________
Signature:
PAN
Luping
___________________________
Signature:
PAN
Mude
___________________________
Signature:
ZHANG
Genkai
___________________________
Signature:
LI
Xianyue
___________________________
Signature:
YANG
Min
___________________________
Signature:
XX
Xxxxxxxx
___________________________
Signature:
7
Transferee:
Beijing
Huaxin Tianying Livestock Technology Co., Ltd
___________________________
Signature:
Date:
8
