Agreement of
Jiaozuo Yi Wan Maple Leaf High Technology Agriculture Development Ltd., Co.
on the Transfer of Equity Shares
Jiaozuo Yi Wan Maple Leaf High Technology Agriculture Development Ltd., Co.
(hereinafter called Joint Venture) is a Sino-Foreign Joint Venture formed by
Shun'ao Industry and Commerce Company (hereinafter called Party A) and Canadian
Maple Leaf International Inc. (hereinafter called Party B).
However, after the original establishment of the Joint Venture, Party B did not
invest in the Joint Venture as scheduled, thus blocking the normal business of
the enterprise. Party A and Party B, through friendly consultation, have agreed
to transfer their respective equity shares to Yi Wan Group, Inc. (hereinafter
called Party C). And Party A, Party B and Party C through negotiation, have
reached agreement as follows:
1. Party A shall transfer part of its equity shares of the Joint Venture,
value at 16,900,000 Yuan (RMB) (accounting for 41% of the registered
capital), to Party C.
2. Party B, because of its change of business direction, shall transfer to
Party C its cooperation terms and conditions, that is, its duty to invest
20,000,000 Yuan (RMB) (accounting for 49% of the registered capital of the
Joint Venture). Due to the fact that Party B has never invested any money
after the establishment of the Joint Venture, Party C shall be responsible
for the contribution of 20,000,000 Yuan (RMB) as the registered capital to
the Joint Venture within one year after the issuance date of the business
license.
3. Party A and Party C shall establish a Sino-foreign Joint Venture by
jointly investing in and running a high technology agriculture development
project. The business period of the Joint Venture shall be 30 years and
the new Joint Venture shall continue to use the name "Jiaozuo Yi Wan Maple
Leaf High Technology Agriculture Development Ltd., Co."
4. Party C shall invest 16,900,000 Yuan (RMB) as the terms to accept the
transfer of Party A. Party C shall assume and enjoy its corresponding
responsibilities, duties, rights and benefits in the Joint Venture.
5. Party C shall invest 20,000,000 Yuan (RMB) as the term to accept the
transfer of Party B. Party C shall assume and enjoy its corresponding
responsibilities, duties, rights and benefits in the Joint Venture.
6. The total amount of the investment of Sino-Foreign Joint Venture is
82,000,000 Yuan (RMB), with 41,000,000 Yuan (RMB) as its registered
capital. Party C shall invest U.S. dollars that shall be equal to
36,900,000 Yuan (RMB), which will account for 90% of the said registered
capital. Party A shall invest 4,100,000 Yuan (RMB), which will account for
10% of the said registered capital. The difference between the total
investment and the registered capital shall be split between Party A and
Party C in proportion to their investments. Party A and Party C shall pay
their respective contribution to the registered capital within one year
after the issuance date of the business license.
7. Both Party A and Party C shall jointly take all of the creditor's rights
and liabilities in the legal sense. None of the above rights and
liabilities shall remain in connection with Party B.
8. Applicable Law and Dispute Resolution: In the event disputes arise, they
shall be settled by arbitration in accordance with the laws and
regulations of China.
9. This agreement shall come into force as of the date when the three parties
sign it.
10. This agreement is in six duplicates, each party of the three holds two
copies. All of the six copies shall have equal legal effect.
11. Other matters not dealt with here in this agreement shall be solved
through consultation by the three parties.
In a friendly atmosphere, the three parties are satisfied with the transfer and
they sign this agreement for such purpose.
Party A: Shun'ao Industry and Commerce Company
Authorized Representative:
/s/ Xx Xxxxxx
Party B: Canadian Maple Leaf International Inc.
Authorized Representative:
/s/ Qin Zhengrong
Party C: Yi Wan Group, Inc.
Authorized Representative:
/s/ He Lei
Signing Date: November 26th, 1999
Signing Place: Jiaozuo City, Henan Province, China
