Guangdong Xinxingmei Water Affairs Co., Ltd Equity Transfer Agreement Contents
EXHIBIT
10.1
Guangdong
Xinxingmei Water Affairs Co., Ltd
Contents
| 1. |
Purchase
and Sale of Equity
|
| 2. |
Effective
Date and Issues Before Delivery
|
| 3. |
Delivery
|
| 4. |
Statement,
Guarantee and Commitment
|
| 5. |
Specific
Conditions
|
| 6. |
Confidential
Clause
|
| 7. |
Force
Majeure
|
| 8. |
Applicable
Laws
|
| 9. |
Disputes
Settlement
|
| 10. |
Others
|
This
Equity Transfer Agreement (hereinafter as "this agreement') is signed in
Guangzhou city as of the date December 29th
by and
between the following 2 parties:
Transferor:
Evergreen Asset Group Ltd, a company lawfully incorporated and continually
existed under the law of British Virgin Islands. Its registered address is
located within British Virgin Islands, with the major operation place as well
as
business contact address to be ▇▇. ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇ of International Finance
Center, No. 8 Financial Street, Central, Hongkong (hereinafter as “Party A”);
and
Transferee:
Wenming Pu, legal resident of China, Identification card number to be
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇, legal address to be ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ Province(hereinafter as “Party B")
In
light of conditions as follows:
| A. |
Guangdong
Xinxingmei Water Affairs Co. Ltd (hereinafter as "The Company") is
a
sino-foreign joint venture legally incorporated and continually existed
under the law of Peoples's Republic of China. Its registered address
and
business place is located at ▇▇▇▇ ▇▇▇▇、7A01,
Baicheng Commercial Building, No. 584 Yingbin Road, Dashi Town, Panyu
District, Guangzhou City, Guangdong
Province;
|
| B. |
Party
A possesses 90% of the Company
share;
|
| C. |
Party
A herein would like to sell its 58% of the total company share to
Party B
following the terms and conditions under this
agreement;
|
| D. |
The
Board of Director of the company has made a resolution on December
29th
2007 to consent to that Party A may sell 58% of the total company
share to
Party B;
|
The
below terms and conditions is herewith agreed and declared by both
parties:
|
1.
|
Purchase
and Sale of the Equity
|
|
1.1
|
Purchase
and Sale
|
Party
B
agrees to purchase 58% of the total equity possessed by Party A, whereas Party
A
consents to sell to Party B of the above mentioned equity at the original
purchase price of RMB 7,308,600 Yuan paid through equivalent foreign currency.
These equity has not lien, pledge,mortgage, security interest of any kind or
any
other forms of restriction of property
rights set against itself. Party B is to pay to Party A in cash of foreign
currency("Purchase Price") equivalent to the consideration RMB 7,308,600 Yuan
for the transferred equity.
After
completing the transfer formalities, Party A will possess 32% of total equity
of
Guangdong Xinxingmei Water Affairs Co., Ltd, and Party B will possess 68% of
total equity of the Company.
|
1.2
|
Payment
of "Purchase Price"
|
Party
B
agrees, after the company revised its related provisions of its Articles of
Association and the agreement, completed the enterprise alteration registration
process, and secured approval by the local authorities, within 2 months since
the
1
registration
of the company, to pay to Party A 70% of the consideration of the transferred
equity in cash, and the remaining balance shall be paid in full within 3 months.
|
2.
|
Effective
Date and Issues Before
Delivery
|
|
2.1
|
Effective
Date
|
This
agreement, in light of the duties and rights involving both parties for the
purpose of validating this agreement, shall be come into effect instantly after
the signature of the authorized representatives of both parties. Other terms
and
conditions shall come into effect upon examination and approval by the
government authorities.
|
2.2
|
Approval
by and Filing with Government
|
The
equity transfer under this agreement shall be upon the approval of the
examination and approval authorities, and it shall be filed with administration
authorities of industry and commerce. For the sake of above mentioned purpose,
after the signature of this agreement, Party A and Party B shall revise related
provisions of the joint venture contract and Articles of Association, and submit
these documents for the approval by the examination and approval authorities.
After securing the approval from the examination and approval authorities,
both
parties shall, regarding the equity transfer, file with the registration
authorities under the laws and regulations of the People's Republic of China,
to
ensure that prescribed duties and responsibilities are performed in accordance
with joint venture contract and Articles of Association of the
company.
|
3.
|
Delivery
|
|
3.1
|
Delivery
|
Under
this agreement, "Delivery" is referred to the time when the prescribed
transaction is completed. "Delivery" shall be conducted on the date agreed
by
both parties.This date shall, under any conditions, be not late than 30 days
after the consideration of equity transfer is paid in full . "Delivery" shall
be
conducted on the place agreed by both parties.
|
3.2
|
Seller's
Obligations
|
The
seller shall deliver below documents to the buyer during the
"Delivery"
|
(a)
|
A
copy of Company Approval Certificate which shall manifest that the
buyer
possess 68% of the company equity;
and
|
|
(b)
|
Resolution
of Board of Director of the seller company which authorize the seller
to
sign, deliver and perform this agreement, and authorize a management
staff
to sign this agreement on the behalf of the
seller.
|
|
3.3
|
Obligations
of the Buyer
|
During
the "Delivery", Party B shall has paid in full of the consideration of the
equity transferred by Party A as per the stipulated amount by clause 1.1;
whereas Party B failed to pay the amount of the equity on time in accordance
with stipulations of this
2
agreement,
Party B shall pay 0.02% of the default part of the total amount as penalty
for
every default day, and it shall be paid from Party B to Party A.
|
4.
|
Statement,
Guarantee and
Commitment
|
|
4.1
|
Statement
and Guarantee
|
Party
A
shall ensure that the equity transferred to Party B is lawfully owned, there
is
not any mortgage right or any other security right set against itself and it
is
immune to the recourse from any 3rd
party.
The
seller and the buyer separately make statement and guarantee as
follows:
|
(a)
|
It
was lawfully incorporated and effectively existed under the law of
its
establishing place or its founding place, and it was under a steady
state
and good condition;.
|
|
(b)
|
It
is entitled with necessary rights and approval for signing, delivering
this agreement and perform duties under this
agreement;
|
|
(c)
|
It
has adopted every necessary internal action for authorizing it to
sign and
conclude this agreement, and the representative signing on this agreement
has been entitled with sufficient authoritarian to sign on and restrict
this agreement;
|
|
(d)
|
This
agreement is binding on both parties after the formal signature by
authorized representatives by both
parties;
|
|
(e)
|
Both
signature of this agreement and duty performance under this agreement
shall not contravene, result in breach or violation of any provisions
of
the Articles of Association which are applicable during signature,
any
law, regulation, rules, authorization or any approval from government
authorities, or the contract or agreement in which it is a party
or the
contract object;
|
|
(f)
|
All
the informations regarding this transaction provided by each respective
party is true, accurate and complete, and it will not result in
misguidance in any aspect. All the statements and guarantees, upon
the
signature date of this agreement, is true, accurate and complete
in all
important aspects, and during "Delivery" all the important aspects
are
true, accurate and complete. (Whereas the statements and guarantees
was
renewedly made at the delivery time, the affects resulting from the
transaction stipulated or allowed by this contract is
excluded.÷
|
|
5.
|
Specific Conditions
|
Creditor's
rights and Debts Confirmation: After validation of this agreement, the seller
shall present its balance sheet which includes its creditor's rights and debts.
Creditor's rights and debts recognized by the buyer shall be inherited by the
buyer. The seller shall undertake responsibilities for the debts which is failed
to be recognized by the buyer.
|
6.
|
Confidential
Clause
|
|
6.1
|
Confidential
Obligations
|
3
The
seller shall keep all classified information as confidential. Except it was
used
for the purpose of this agreement, this information shall not be used for any
other purpose and shall not be disclosed to any third party,
The
seller may, without restriction of the common applicability of the above
stipulations, disclose the classified information to its stockholder or the
seller or the employee, director of board and professional advisor of the
company, provided that this kind of disclosure is for the reasonable demands
for
the purpose of this agreement. The seller shall ensure that the stockholder,
employee, director of board and the professional advisor be conscious and abide
by the confidential obligations.
|
6.2
|
Classified
Information
|
For
the
purpose of clause 6, "Classified Information" are referred to all the oral
or
written informations related to or has any relations with business operation,
business strategy, business plan, investment plan, products, sales, customers,
employees, marketing, technology, finance or other matters of the company,
including but without limit to all the reports and records including this kind
of information and all the copies(including electronical
copies),duplicates,reprintings and translation materials.
|
6.3
|
Confidential
Obligation Period
|
After
termination of this agreement, the restrictions stipulated by Clause 6 shall
continually apply without time limits.
|
7.
|
Force
Majeure
|
|
7.1
|
Force
Majeure Matters
|
"Force
Majeure "
is
referred to all the matters that not foreseeable, and its occurrence and
consequence are unable to prevent or overcome, and it is occurred after the
agreement signature and impedes any one party to wholly or partially perform
this agreement. Such masters include earthquakes, typhoons, floods, fires,
wars,
domestical or international transportation troubles, government or public
institution acts, infectious disease, civil turbulence, strikes or any other
situations that could not be foreseeable, prevented and overcome.
|
7.2
|
Performance
Suspending
|
Once
the
force amateur matter occurred, the duties of the party who suffers from force
amateur matter shall be suspended performance and the term shall be extended
automatically for the delay period caused by the force majeure matter, and
this
party shall be free of undertaking of liability for breach of
agreement.
|
7.3
|
Force
Majeure Notice
|
The
party
that claims force majeure shall note another party in written form promptly,
and
provide sufficient evidences of force majeurer occurrence and ongoing period
within 15 days since the notice.
|
7.4
|
Resolution
|
Both
parties shall negotiate to pursue fair solution instantly and try every
appropriate effort to minimize the consequence of the force majeure once it
occurs.
4
|
8.
|
Applicable
Laws
|
This
agreement is under the law of People's Republic of China and it shall be
interpreted in accordance with this law.
|
9.
|
Dispute
Settlement
|
|
9.1
|
Negotiation
and Arbitration
|
Any
party
shall submit any dispute or claim due to this agreement for arbitration, and
the
arbitration shall be conducted by the host of the ICC International Court of
Arbitration , with 3 arbitrators following arbitration rules of International
Chamber of Commerce. The arbitration shall use English and it is final and
binding on both parties. Both parties agree that the arbitration ruling shall
be
performed by any court that have jurisdiction on both parties of this
agreement.
|
9.2
|
Affects
of Arbitration Procedures
|
The
beginning of the arbitration procedure shall not result in termination of this
agreement. This agreement shall continual to be fully binding before the rulings
of the arbitrators.
|
10.
|
Others
|
|
10.1
|
Non-waiver
Agreement
|
The
nonperformance or late performance by any party under any right of
this
agreement shall not constitute an waiver of the right. Separate or partial
performance of a right shall not exclude any other forms of performance toward
this right in the future.
|
10.2
|
Revision
|
This
agreement is stipulated for the rights and interests of both parties as well
as
their legal inheritants and transfrees on which this agreement is also binding.
Any revision of this agreement shall be consented in written form signed by
both
parties.
|
10.3
|
Divisibilities
|
Invalidation
of any provision of this agreement shall have no affects on the validation
of
any other provisions.
|
10.4
|
Version
|
This
agreements has 5 originals in Chinese, Party A and Party B have one original
each, one original is for filing with examination and approval authorities,
one
original is for filing with administration authorities of industry and commerce,
and one original is for the preservation of Guangdong
Xinxingmei Water Affairs Co., Ltd. All of these originals are with equivalent
legal force.
|
10.5
|
Agreement
Integrity
|
This
agreement, with its appendixes, shall constitute the integrated agreement by
both parties regarding the purpose of this agreement, and it shall replace
all
the former discussions, negotiations, and agreements regarding the purpose
of
this agreement.
5
|
10.6
|
Expenses,
Expenditures and Taxation
|
The
related expenses regarding this equity transfer include: all the expenses shall
be collaboratively undertaken by both the sellers and the buyer.
ÄSeller:
Evergreen Asset Group Limited (Party A)
Authorized
Representative
ÄBuyer:
Wenming Pu (Party B)
Authorized
Representative
December
23, 2007
6