Transfer Contract
Exhibit
10.3
SC:S4:2009
Transfer
Xxxxxxxx
Xxxxxxxx
Xx.[XXX00000000-0]
This
transfer contract was signed by the following parties on November 4, 2009 in
Shanghai.
(1)
|
Zhumadian
Zhongpin Food Co., Ltd, registered address is Industrial Concentration
Area, Suiping County, Zhumadian City, Henan Province, Postcode: ________,
Tel:, 0000-0000000, Fax 0000-0000000 (“Transferor”):
and
|
(2)
|
De
Xxxx Xxxxxx (China) Co., Ltd. registered address Room 1105, AZIA Center,
No.1233 Lujiazui Ring Road,Shanghai
Xxxxxx, Xxxxxxxx 000000,Tel
000-00000000,Fax
000-00000000(“Transferee”).
|
Whereas:
1.
Transferor and vendors ("Vendor") of the equipment set out in Appendix One
("Equipment") signed a sales contract (collectively, the "Sales Contract") in
respect of the Equipment, (the transferor should provide the sales contracts and
copies of equipment invoices vendors issued to the lessee based on the request
of the transferee, and provide the original version of the sales contracts and
equipment invoices for verification in accordance with the requirements of the
transferee);
2. Vendor
delivered the equipment to the transferor in year [2008];
3.
Transferor agrees to sell the equipment to the transferee, the transferee agrees
to lease the equipment to the transferor at the same time, and entered a
financial leasing agreement (the "Leasing Agreement") with the transferor in
respect of financing leasing of equipment, the contract number is
[MSL09092901];
Therefore,
through friendly consultation the two sides signed the following
provisions:
1.
Transferor agreed to sell the Equipment to the transferee, the transferee agreed
to purchase the Equipment from the transferor.
2.
Transferee agreed to pay for the Equipment at the purchase price of RMB
[41,000,000.00] ("Purchase Price") to the transferor in accordance with this
contract, to obtain ownership of the Equipment and all other interests, and at
the same time lease out the Equipment to the transferor for use.
3. Since
the transferee paid the purchase price to the transferor or the account
designated in written by the transferor in accordance with the provisions of
this contract, the ownership of the Equipment and all other interests is
transferred to the transferee unconditionally and irrevocably. Both sides
unanimous consented and confirmed, for the purpose of financing leasing of
equipment, Equipment from the commence date of term, the transferee is entitled
to collect from the transferor the rentals under the leasing agreement, the
rental proceeds is owned by the transferee and is non-refundable in any
case
4. Since
the two sides agreed to use the down payment (RMB 1,000,000.00), deposits RMB
(3,615,000.00), and management fees (RMB 600,000.00) that should be paid by the
transferor under the lease agreement with contract number of [MSL09092901], to
offset the purchase price that should be paid by transferee to the transferor or
to the account designated in written by the transferor, namely, the transferee
only need to pay the RMB [35,785,000.00] to the transferor, that fulfilled all
payment obligations under this contract, namely, the transferee has paid off the
transfer price.
Ex. 10.3
- 1
The
transferee agreed to pay the remaining purchase price of RMB [35,785,000.00] to
the designated bank account in written by the transferor, within [4] working
days after receiving the following documents and payments provided by the
transferor.
1) The
equipment acceptance certificate that duly signed by transferor in accordance
with the form required by transferee.
2)
Equipment sales invoices that the transferor issued to the transferee with the
content and the amount in consistent with those in this contract and in
accordance with PRC laws in respect of the transfer of
equipment.
3) All
documents related to leasing that have been properly signed by the transferor,
including but not limited to, the leasing agreement, this agreement, the joint
liability guarantee letter issued by the Henan Zhongpin Food Share Co., Ltd.
(ie, the guarantor under the leasing agreement), the board resolution of Henan
Zhongpin Food Share Company,
Ltd. approving to undertake this joint
liability guarantee and the board resolution of lessee approving the
agreement for lessee sells and leases back the Equipment in sale leaseback
method.
4) All
the relevant supporting documents of the necessary approval and/or registration
procedures of the Equipment have been completed (if
applicable).
5)
Payment notices issued by the transferor to the transferee.
6) Copies
of the insurance policy that the transferor purchased for the Equipment
according to the requirement of transferee.
Notwithstanding
the above, at any time before all the preceding conditions are fully met, the
control right of transferor has material changes, or the net value, financial
situation, profitability of the transferor deteriorates significantly, the
transferee has no obligation to pay the purchase price and has the right to
terminate this contract under provision 11.
5. For
avoidance of doubt, the transferor herein confirmed that if transferee pays the
transfer price to the account designated in written by the transferor, the
transferor was deemed as fulfilling the payment obligations of the equipment
purchase price under this contract.
6. For
the purpose of this contract, the transferor makes representations and
warranties herein:
1)
|
The
ownership, disposal right and all other rights and interests that the
transferor has on the Equipment will be transferred to the transferee when
the transferee paid off the purchase
price;
|
2)
|
The
ownership, disposal right and all other rights and interests transferred
by the transferor under this contract are not involved in any claim,
pledge, mortgage, secured interest and any other restrictive
rights;
|
3)
|
The
transferor has completed all the examination and approval procedures for
the equipment under this transfer contract, therefore has the right to
enter into and perform this
contract;
|
Ex. 10.3
- 2
4)
|
The
transferor guarantees that the purchase and transfer of equipment under
this contract is in compliance with all relevant PRC laws, regulations and
policies.
|
5)
|
The
transferor guarantees to pay all tax payables for import and transfer of
the equipment under this contract based on the relevant PRC laws and
regulations (such as equipment was purchased through imports by the
transferor), and will bear all liabilities by themselves for failure to
fulfill tax obligations.
|
6)
|
The
transferor guarantees that the transferee is the exclusive transferee of
the Equipment under this contract, and the exclusive party under the
leasing agreement of such
equipment.
|
7. The
transferor signed the acceptance certificate under the leasing agreement or was
deemed to have accepted the equipments under the leasing agreement, therefore
the equipments shall be deemed to have been completed delivered by the
transferor (as seller) to the transferee (as buyer) in perfect condition. The
risk of equipment loss and damage shall be borne by the transferor under any
circumstances; the transferee will not take the risk of equipment loss and
damage under any circumstances.
8. The
transferor shall issue the Transfer Certificate of Equipment Ownership to the
transferee within【5】days after
receiving the purchase price of the equipment, even if the transfer fails to
issue the certificate, it will not affect the ownership of the
transferee.
9. The
transferor confirmed that they choose equipments and vendors on their own. If
the equipments have some quality defects or infringe intellectual property
rights of third party, or the equipments are inconsistent with the requirements
of purchase contract, or vendors and/or import and export companies have other
nonperformance behaviors, the transferee does not assume any responsibility, the
transferor should directly exercise the right to claim from vendors, the results
and costs of claims should be borne by the transferor themselves. Regardless of
whether the transferor is able to get compensation through claim, and regardless
of whether the claim is in progress, the rental payment obligations and other
obligations of the transferor under the agreement will not be
affected.
10.
Transferor undertakes that the transferee will obtain the full ownership of the
equipments according to this contract and the transferee is the sole owner of
the equipments. If the transferor breached the contract and led to failure of
the transferee to obtain the full ownership of the equipments, or the ownership
of the equipments and any other rights of the transferee suffered any
restrictions or damages, the transferee has the right to terminate this contract
and the leasing agreement. Under such circumstances, the transferor shall not
only refund the full purchase price to the transferee, but also compensation for
all losses, costs and expenses suffered by the transferee for that reason,
including but not limited to the full benefits the transferee could obtain by
leasing the equipment to transferor, and transferor should guarantee the
transferee free of any third party claims. If breach of representations and
warranty under this contract by the transferor led to invalidation of this
contract determined by the judiciary, or/and the transferee was imposed some
relevant administrative punishment, the transferor agrees to give full
compensation to the transferee for their damages (including, but not limited to,
the full benefits the transferee could obtain by leasing the equipment to
transferor, as well as fines imposed by the relevant departments on the
transferee, etc.). This provision is effective independently and will not become
invalid because of the invalidation of this contract.
Ex. 10.3
- 3
11. If
the transferor refuses to issue acceptance certificate, or any event of default
occurred prior the commence date of term, or the transferor fails to provide all
payment documents according to the provision 4 of this contract, the transferee
has the right to terminate the lease agreement. If this lease agreement
terminated for this reason, the transferor shall return all sums they have
received, and compensate for all losses and therefore costs suffered by the
transferee, including but not limited to the payments, taxes and other payments
that the transferor paid to the seller, government agencies and/or any third
party according to this financial lease. The transferee has no obligation to
return the rentals.
12. This
contract is governed by the PRC laws. Any dispute resulted from or related to
this contract, if the negotiation fails, the two sides agreed to submit to the
Shanghai-based China International Economic and Trade Arbitration Commission
Shanghai Branch and such dispute shall be arbitrated in accordance with its
arbitration rules. The arbitral tribunal shall consist of three arbitrators, the
transferor and the transferee can choose their respective arbitrator, presiding
arbitrator will be appointed in accordance with its arbitration rules by the
Arbitration Commission. Arbitration award is the final and binding upon both
parties, and the costs of arbitration will be borne by the losing
party.
13. This
contract enters into force after the day both parties sign and seal. There are
two originals of this contract, each party possess one.
(No text
in following page)
Transferor:
Zhumadian Zhongpin Food Co., Ltd
Signatory:
/s/ Li Haobin
Title
Transferee:
De Xxxx Xxxxxx (China) Co., Ltd.
Signatory:
/s/ De Xxxx Xxxxxx (China) Co., Ltd.
Title
Ex. 10.3
- 4
APPENDIX
ONE:
Equipment
List
Name of Equipment
|
Supplier (Manufacturer)
|
Model
|
Transfer Price
|
Device ID
|
|||||||
Liquid
Ammonia Refrigeration Screw Compressor Unit (Including Controlling
Cabinet)
|
Yantai
Moon Co., Ltd.
|
KA20CBY
|
515,523.17 |
020001
|
|||||||
Liquid
Ammonia Refrigeration Screw Compressor Unit (Including Controlling
Cabinet)
|
Yantai
Moon Co., Ltd.
|
KA16CBY
|
258,810.47 |
020002
|
|||||||
Liquid
Ammonia Refrigeration Screw Compressor Unit(Including Controlling
Cabinet)
|
Yantai
Moon Co., Ltd.
|
JKA12.7CBY
|
259,211.02 |
020003
|
|||||||
Liquid
Ammonia Refrigeration Screw Compressor Unit(Including Controlling
Cabinet)
|
Yantai
Moon Co., Ltd.
|
KA20CBY
|
174,937.81 |
020004
|
|||||||
Liquid
Ammonia Refrigeration Screw Compressor Unit(Including Controlling
Cabinet)
|
Yantai
Moon Co., Ltd.
|
KA16CBY
|
258,810.47 | 020005 | |||||||
Siphon
Pot
|
Yantai
Moon Co., Ltd.
|
UZ-3.5
|
232,157.72 |
020006
|
|||||||
Liquid
Reservoir
|
Yantai
Moon Co., Ltd.
|
ZA-10
|
34,991.31 |
020007
|
|||||||
Low
Pressure-Cycled Barrel
|
Yantai
Moon Co., Ltd.
|
ZDX-4L
|
55,119.62 |
020012
|
|||||||
Ammonia
Storage Tank
|
Yantai
Moon Co., Ltd.
|
ZA-5
|
10,869.77 |
020013
|
|||||||
Horizontal
Evaporator
|
Yantai
Moon Co., Ltd.
|
WZA-200
|
57,234.14 |
020014
|
|||||||
Shielded
Ammonia Pump
|
Dalian
Hermetic Pump Co., Ltd
|
CAMA2/4
|
31,724.42 |
020015
|
|||||||
All-In-One
New Blower Set
|
Yantai
Moon Co., Ltd.
|
AHDFS120H
|
11,632.22 |
020016
|
|||||||
Small
Pump (Xxx-Xxxxx), Glycol Circulating Pump
|
Shanghai
Kaiquan Pump Limited Liability Company
|
FLG25-160
|
5,408.58 |
020020
|
|||||||
Evaporated
Condenser
|
Long
Hua Luoyang Refrigeration Equipment Co., Ltd.
|
ZFL2000
|
810,571.61 |
020021
|
|||||||
Hanging
Air Cooler
|
Zhejiang
Upwind Industrial Co., Ltd.
|
CFD-500A
|
94,566.68 |
020022
|
|||||||
Hanging
Air Cooler
|
Zhejiang
Upwind Industrial Co., Ltd.
|
CFD-400A
|
641,088.43 |
020023
|
|||||||
Hanging
Air Cooler
|
Zhejiang
Upwind Industrial Co., Ltd.
|
DFD-400A
|
85,478.44 |
020024
|
Ex. 10.3
- 5
Hanging
Air Cooler
|
Zhejiang
Upwind Industrial Co., Ltd.
|
DFJ-350A
|
610,384.97 |
020025
|
|||||||
Hanging
Air Cooler
|
Zhejiang
Upwind Industrial Co., Ltd.
|
GFJ-250A
|
109,304.34 |
020026
|
|||||||
Hanging
Air Cooler
|
Zhejiang
Upwind Industrial Co., Ltd.
|
DFD-200A
|
44,704.25 |
020027
|
|||||||
Hanging
Air Cooler
|
Zhejiang
Upwind Industrial Co., Ltd.
|
DFL-250-00
|
319,316.00 |
020028
|
|||||||
Hanging
Air Cooler
|
Zhejiang
Upwind Industrial Co., Ltd.
|
DFL-200-00
|
133,867.07 |
020029
|
|||||||
Air
Conditioning System
|
Yantai
Moon Co., Ltd.
Yixing
City Huaxin Refrigeration Equipment Co., Ltd.
Zhejiang
Upwind Industrial Co., Ltd.Henan Puyang Changxing Antiseptic Xx.Xxx For
Equipment, South Of Henan Branch
|
6,287,815.94 |
020030
|
||||||||
Atlas.
Copco Screw Air Compressor
|
Henan
Province, Guoxin Electrical Complete Equipment Co., Ltd.
|
GA22P-10
|
166,890.05 |
020031
|
|||||||
Fleshing
Machine
|
Jining
Xinglong Food Machine Manufacturing Co., Ltd.
Hicook
|
15,017,074.20 |
020032
|
||||||||
Slaughtering
Equipment, Beam Production and Installation Engineering
|
Jining
Xinglong Food Machine Manufacturing Co., Ltd.
Suiping
County Henan Electric Installation Co., Ltd.
|
6,274,333.35 |
020033
|
||||||||
Kitchen
Equipments
|
71,393.11 |
020034
|
|||||||||
Sister
Block
|
$65(Stainless
Steel)
|
59,249.23 |
020035
|
||||||||
Corss
Arm
|
L=520(Stainless
Steel)
|
22,430.01 |
020036
|
Ex. 10.3
- 6
Bone
Saw
|
Jiaxing
Kai Machinery Manufacturing Co., Ltd.
|
15,672.00 |
020037
|
|||||||
Oil-Immersed
Power Transformers, High and Low Pressure Cabinet
|
Suiping
County Henan Electric Installation Co., Ltd.
|
843,600.00 |
020038
|
|||||||
Main
Cable
|
Suiping
County Henan Electric Installation Co., Ltd.
|
1,309,337.45 |
010001
|
|||||||
Pump
|
Shanghai
East Pump (Group) Co., Ltd.
|
86,117.45 |
010002
|
|||||||
The
Well
|
Henan
Zhicheng Geological Engineering Co., Ltd.
|
123,728.05 |
010003
|
|||||||
Industrywasher
|
Taizhou
Taifeng Machinery Equipment Manufacture Co., Ltd.
|
15,817.50 |
020039
|
|||||||
Industrial
Spin-Drier
|
Taizhou
Taifeng Machinery Equipment Manufacture Co., Ltd.
|
9,666.20 |
020040
|
|||||||
Industrial
Drying Machine
|
Taizhou
Taifeng Machinery Equipment Manufacture Co., Ltd.
|
11,423.80 |
020041
|
|||||||
WP
Water Proofing Platform Scale
|
Xxxxxxx
- Xxxxxx (Changzhou) Weighing Equipment System Co., Ltd.
|
79,579.55 |
020042
|
|||||||
Metal
Detector
|
Shanghai
Dangdang Electronic Technology Co., Ltd.
|
28,119.95 |
020043
|
|||||||
Door
Insulation
|
Kaifeng,
Central China Refrigeration Equipment Engineering Co.,
Ltd.
|
2,372,625.00 |
020044
|
|||||||
Airshower
|
Zhucheng
Xinfeng Machinery Co., Ltd.
|
142,357.50 |
020045
|
|||||||
Lifting
Platform For Unloading Pig
|
Changge
Huanyu Automatic Door Facility
|
16,696.30 |
020046
|
|||||||
Ozone
Generator
|
Zhengzhou
Sankang Sino-Environment Tech
|
44,106.91 |
020047
|
|||||||
Iron
Gate
|
Henan
Xinzheng Kangda Machinery Plant
|
8,857.80 |
020048
|
|||||||
Telescopic
Door
|
Henan
Xinzheng Kangda Machinery Plant
|
24,452.05 |
020049
|
|||||||
Cold
Storage Door
|
Yixing
City Huaxin Refrigeration Equipment Co., Ltd.
|
544,824.95 |
020050
|
|||||||
Automatic
Binding Machine
|
Shanghai
Yiqun
|
50,967.55 |
020051
|
Ex. 10.3
- 7
Vertical
Lift Gate
|
Henan
Xinzheng Kangda Machinery Plant
|
13,181.25 |
020052
|
||||||
Stainless
Steel Trench Cover
|
Henan
Zhongpin Food Share Co., Ltd
|
87,875.05 |
010004
|
||||||
Boiler
Water Treatment
|
Xuchang
Lanjian Maxtech Technologies Company
|
8,084.45 |
010005
|
||||||
Compressor
|
Henan,
Guoxin Electrical Complete Equipment Co., Ltd.
|
118,631.25 | 020052 | ||||||
Door
Seal and Collision Device
|
Nanjing
Tiannuo Cold Storage Door Co., Ltd
|
39,807.30 | 020053 | ||||||
Stainless
Steel Web
|
Shandong
Boxing Boda Kitchen Machinery Plant
|
33,533.10 |
020054
|
||||||
Pre-Cooling
Tray
|
Shandong
Boxing Boda Kitchen Machinery Plant
|
36,415.45 |
020055
|
||||||
Tool
Storage Cabinet
|
Shandong
Boxing Boda Kitchen Machinery Plant
|
17,926.50 |
020056
|
||||||
Platform
Scale
|
Zhengzhou
Sethweighing Equipment System Co., Ltd
|
36,907.50 |
020057
|
||||||
Livestock
Scales, Track Scales
|
Xxxxxxx
- Xxxxxx (Changzhou) Weighing Equipment System Co., Ltd.
|
75,133.05 |
020058
|
||||||
Sewage
Treatment Equipment
|
Beijing
Sida Chuangjie Environment Engineering Company Limited
|
667,850.05 |
020059
|
||||||
Boilers
|
Zhengzhou
Boiler Factory
|
281,199.95 |
020060
|
||||||
Production
And Installation of Furnaces, And Chimneys, Hoods
|
Zhengzhou
Boiler(Group)Co.,
Ltd
|
48,578.25 |
020061
|
||||||
Control
Valve
|
7,223.96 |
020062
|
|||||||
Anti-Theft
Window
|
16,451.28 |
020064
|
|||||||
Office
Equipment
|
34,814.10 |
030001
|
|||||||
Bed
|
37,549.73 |
030003
|
|||||||
Tin
|
Changyuan
Slaughtering Equipment Operation Department
|
74,110.86 |
020064
|
||||||
Freeze
Frame
|
20,893.90 |
020065
|
Ex. 10.3
- 8
Hand
Truck
|
24,867.00 |
020066
|
|||||||||
Spare
Wagon For Hot Fresh Food
|
20,001.04 | 020067 | |||||||||
Pre-Cooled
Wheel Xxxxxx
|
26,787.02 |
020068
|
|||||||||
Plastic
Tray
|
Xuzhou
Tote Box Modeling Factory
|
181,390.09 |
020069
|
||||||||
Tote
Box
|
Xuzhou
Tote Box Modeling Factory
|
295,452.69 |
020070
|
||||||||
Pulley
|
15,592.77 |
020071
|
|||||||||
Console
|
52,413.02 |
020073
|
|||||||||
Tote
Box
|
29,051.67 |
020076
|
|||||||||
Stripper
|
47,170.81 |
020077
|
|||||||||
Tote
Box
|
40,841.87 |
020078
|
|||||||||
Sprinkler
|
Henan
Benma Company
|
28,194.12 |
040002
|
||||||||
Air
Conditioning
|
Zhuhai
Gree Electric Appliances or Guangdong Galanz Group Co Ltd
|
34,594.04 |
030005
|
||||||||
Computer
|
65,957.67 |
030009
|
|||||||||
Computer
Equipment
|
98,670.80 |
030010
|
|||||||||
Total
|
41,000,000.00 |
Ex. 10.3
- 9