Exhibit 10.1
EQUITY INTEREST TRANSFER AGREEMENT
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This Equity Interest Transfer Agreement ("Agreement") is made as of 2nd
December, 2004 by and between Ever-glory Enterprises (H.K.) Ltd. (hereinafter
referred as "Seller") and Perfect Dream Limited (hereinafter referred as
"Purchaser").
WHEREAS, Seller is a company organized under the laws of British Virgin Islands
with principal address at Akara Bldg, ▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ Cay 1, Road
Town, Tortola, British Virgin Islands.
WHEREAS, Purchaser is a company organized under the laws of British Virgin
Islands with its principal address at Akara Bldg, ▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
Cay I, Road Town, Tortola, British Virgin Islands.
WHEREAS, Goldenway Nanjing Garments Co., Ltd. ("Goldenway") is a joint venture
company organized under the laws of People's Republic of China ("China") with
its principal address at 2 Jinger Road, Jiangning Economy and Technology
Development Zone, Nanjing, Jiangsu Province, China.
WHEREAS, Seller will sell all of its equity interest in Goldenway ("Equity
Interest"), 48.71% of all the equity interest of Goldenway, to Purchaser in
exchange for US$50,000.
THEREFORE, the parties agree as follows:
SECTION 1
Transfer of the Equity Interest
1.1 Transfer of the Equity Interest. Subject to the terms and
conditions hereof, Seller agrees to transfer to Purchaser its Equity Interest in
Goldenway for the purchase price of US$50,000.00, having the full rights,
preferences and privileges as provided under the laws of California, U.S.A., and
as set forth in the Articles of Incorporation of Goldenway (the "Articles")
attached hereto as Exhibit A.
1.2 Closing Date. The closing of the transfer of the Equity Interest
hereunder (the "Closing") shall be held at the principal office of Goldenway, on
the date of this Agreement or at such other time and place upon which Seller and
Purchaser shall agree (the date of the Closing is hereinafter referred to as the
"Closing Date").
1.3 Delivery. At the Closing, Seller shall deliver the valid
governmental approval of the transfer of its Equity Interest to Purchaser, and
Purchaser shall pay the purchase price by wire transfer or check payable to the
order of Seller thereof pursuant to Section 1.1 above.
1.4 Liability. Purchaser shall assume all debts and liabilities of
Seller in connection with Seller's shares in Goldenway.
SECTION 2
Representations and Warranties of Seller
Seller hereby represents and warrants to Purchaser as follows:
2.1 Ownership. Seller has the full right, power and authority to sell,
transfer, and deliver to Purchaser, in accordance with this Agreement, the
Equity Interest as stated in Section 1.1 above, free and clear of all liens,
charges, claims, equities, restrictions, and encumbrances.
2.2 No Violation of Law. The execution and carrying out of the
provisions of this Agreement and compliance of the provisions hereof by Seller
will not violate any provision of law and will not conflict with or result in
any breach of any of the terms, conditions or provisions of, or constitute a
default under, or result in the creation of any lien, charge or encumbrance upon
any of the properties or assets of Seller pursuant to the articles of
incorporation, bylaws, or any indenture, mortgage, deed of trust, agreement or
other instrument to which Seller is a party or by which it is bound or affected.
2.3 Offering. Subject to the accuracy of the representations set forth
in Section 3 hereof, the sale of the Equity Interest pursuant to this Agreement
constitutes transactions exempt from the registration requirements of Section 5
of the Securities Act of 1933 of U.S.A., as amended (the "Securities Act").
2.4 Seller's Power. Seller will have on the Closing Date all requisite
legal and corporate power and authority to execute and deliver this Agreement,
to sell and issue the Equity Interest.
SECTION 3
Representations and Warranties of Purchaser
Purchaser represents and warrants to Seller as follows:
3.1 Organization and Standing of Purchaser. Purchaser is a company duly
organized and existing under, and by virtue of, the laws of British Virgin
Islands and is in good standing under such laws.
3.2 No Violation of Law. The execution and carrying out of the
provisions of this Agreement and compliance of the provisions hereof by
Purchaser will not violate any provision of law and will not conflict with or
result in any breach of any of the terms, conditions or provisions of, or
constitute a default under, or result in the creation of any lien, charge or
encumbrance upon any of the properties or assets of Purchaser pursuant to the
articles of incorporation, bylaws, or any indenture, mortgage, deed of trust,
agreement or other instrument to which Purchaser is a party or by which it is
bound or affected.
3.3 Purchaser's Power. Purchaser will have on the Closing Date all
requisite legal and corporate power and authority to execute and deliver this
Agreement, and to purchase the Equity Interest.
SECTION 4
Representations and Warranties of Goldenway
4.1 Organization and Standing. Goldenway is a corporation duly
organized and existing under, and by virtue of, the laws of the China and is in
good standing under such laws. Goldenway has requisite corporate power and
authority to own and operate its properties and assets, and to carry on its
business as presently conducted and as proposed to be conducted.
4.2 No Violation of Law. The execution and carrying out of the
provisions of this Agreement and compliance of the provisions hereof by
Goldenway will not violate any provision of law and will not conflict with or
result in any breach of any of the terms, conditions or provisions of, or
constitute a default under, or result in the creation of any lien, charge or
encumbrance upon any of the properties or assets of Goldenway pursuant to the
articles of incorporation, bylaws, or any indenture, mortgage, deed of trust,
agreement or other instrument to which Goldenway is a party or by which it is
bound or affected.
4.3 Exempted Transfer. Subject to the accuracy of the representations
set forth in Section 2 hereof, the transfer of the Equity Interest pursuant to
this Agreement constitutes transactions exempt from the registration
requirements of Section 5 of the Securities Act.
4.4 Company's Power. Goldenway will have on the Closing Date all
requisite legal and corporate power and authority to execute and deliver this
Agreement.
4.5 Governmental Approval. Goldenway will be responsible for obtaining
all the necessary approval by and registration with the relevant Chinese
governmental agencies in connection with the transfer of the Equity Interest
pursuant to Section 1 above.
SECTION 5
Investment Representations
Purchaser hereby represents and warrants to Seller and Goldenway as
follows:
5.1 Experience. Purchaser has, from time to time, evaluated investment
in companies doing similar businesses as Goldenway and has, either individually
or through the personal experience of one or more of its current officers or
partners, experience in evaluating and investing in such companies. Purchaser
has substantial experience in evaluating and investing in private placement
transactions of securities in companies similar to Goldenway so that it is
capable of evaluating the merits and risks of its investment in Goldenway, or
through other similar experience has the necessary financial knowledge and
experience to protect its own interests.
5.2 Investment. Purchaser is acquiring the Equity Interest for
investment for its own account and not with the view to, or for resale in
connection with, any distribution thereof. Such Purchaser understands that the
Equity Interest to be purchased has not been registered under the Securities Act
by reason of a specific exemption from the registration provisions of the
Securities Act which depends upon, among other things, the bona fide nature of
the investment intent as expressed herein.
5.3 No Public Market. Such Purchaser understands that no public market
now exists for any of the securities issued by Goldenway and that it is unlikely
that a public market will ever exist for such securities.
5.4 Access to Data. Purchaser has had an opportunity to discuss
Goldenway's business, management and financial affairs with Goldenway's
management and has had the opportunity to review Goldenway's facilities and
relevant business documents. It has also had an opportunity to ask questions of
officers of Goldenway, which questions were answered to the satisfaction of
Purchaser.
SECTION 6
MISCELLANEOUS
6.1 Governing Law. This Agreement shall be governed by the laws of
California, U.S.A.
6.2 Survival. The representations, warranties, covenants and agreements
made herein shall survive any investigation made by Purchaser and the closing of
the transactions contemplated hereby.
6.3 Successors and Assigns. Except as otherwise provided herein, the
provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors and administrators of the parties hereto,
provided, however, that the rights of Purchaser to purchase the Equity Interest
shall not be assignable without the consent of the Seller.
6.4 Entire Agreement. This Agreement constitutes the full and final
understanding between the parties with regard to the subjects hereof and all
previous and any other contemporaneous condition is hereby VOIDED.
6.5 Notices, etc. All notices and other communications required or
permitted hereunder shall be in writing and shall be mailed by registered or
certified mail, postage prepaid, or otherwise delivered by hand or by messenger,
addressed (a) if to the Purchaser, to Purchaser's address as shall have been
furnished to Goldenway in writing by such Purchaser or (b) if to Goldenway, to
its address or addresses as Goldenway shall have furnished in writing to
Purchaser, (c) if to Seller, to Seller's address as shall have been furnished to
Goldenway in writing by such Seller. All notices and other communications mailed
pursuant to the provisions of this Section 6.6 shall be deemed delivered when
mailed.
6.6 Expenses. Each party shall bear its own expenses in relation to the
transfer of Equity Interest hereunder.
6.7 Counterparts. This Agreement may be executed in counterparts, each
of which shall be enforceable against the party actually executing such
counterpart, and which together shall constitute one instrument.
6.8 Severability. In the event that any provision of this Agreement
becomes or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, this Agreement shall continue in full force and effect
without said provision; provided that no such severability shall be effective if
it materially changes the economic benefit of this Agreement to any party.
6.9 Amendments and Waivers. Neither this Agreement nor any provision
thereof may be waived, modified, discharged or terminated except by an
instrument in writing signed by both parties.
6.10 Acknowledgment of Attorney Representation. Purchaser and Seller
acknowledge that King & Wood P.R.C. Lawyers ("King and Wood") has acted as the
attorney for Goldenway and not for Purchaser or Seller in connection with the
execution of this Agreement. All parties hereby waive any potential conflict of
interests in connection with the transactions hereunder, as might be caused by
the prior and/or future representation of Purchaser and/or Seller by King &
Wood.
The foregoing Agreement is hereby executed as of the date first above written.
SELLER: Ever-glory Enterprises (H.K.) Ltd.
Signature:
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Name: ▇▇▇▇ ▇▇▇▇▇
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Title: President
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PURCHASER: Perfect Dream Limited
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Signature:
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Name: ▇▇▇▇ ▇▇▇▇▇
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Title: President
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GOLDENWAY: Goldenway Nanjing Garments Co., Ltd.
Signature:
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Name: ▇▇▇▇ ▇▇▇▇▇
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Title: President
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