ARTCRAFT V, INC. AND XU ZU DA Agreement on Transfer of Ownership Interest of TOP INTEREST INTERNATIONAL LIMITED AUGUST 14, 2009
Exhibit
10.1
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ARTCRAFT
V, INC.
AND
XU ZU
DA
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Agreement
on Transfer of Ownership Interest of TOP INTEREST INTERNATIONAL
LIMITED
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AUGUST
14, 2009
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Party A:
ARTCRAFT V, INC
Registration
address: Room 0000, XxxxXxXxXxxx Xxxxxxxx, XxXxxXx Xxxx Futian
District
Shenzhen
City, China 518029
(Here in
after the "Transferor")
Party
B: Xx. XX ZU DA
(Here in after
the "Transferee")
WHEREAS:
1.
Artcraft V, Inc. was incorporated under the laws of the State of Delaware on
June 7, 2004. On November 7, 2005, the Company entered into a Share
Exchange Agreement with Top Interest International Limited (“Top Interest”). Top
Interest was incorporated under the laws of the British Virgin Islands. Pursuant
to the Stock Purchase and Share Exchange Agreement, the Company purchased all of
the issued and outstanding shares of Top Interest from the sole shareholder Xx.
Xx Zu Da of Top Interest for issuance of a total of 10,000,000 shares of the
Artcraft’s common stock. After this transaction, Xx. Xx Zu Da
owns approximately 99% of the total issued and outstanding shares of Artcraft V,
Inc.
2.
The Transferee Xx. Xx Zu Da is the President of Top Interest International
Limited and owns 99% of total outstanding shares of Artcraft V,
Inc.
In
consideration of the foregoing share transfer, the parties hereby agree as
follows through friendly consultation in accordance with relevant laws
and regulations and in the spirit of mutual benefit, honesty and good
faith:
I.
Ownership Interest Transfer
1.
The Transferor agrees to transfer all of its ownership interest of Top Interest
to the Transferee on the Transfer Effective Date (as defined hereinafter)
provided under Article II of this Agreement according to terms and
conditions of this Agreement. The Transferee agrees to accept such
shares according to terms and conditions of this Agreement (hereinafter
"Share Transfer Agreement").
2.
Unless otherwise provided under this Agreement, the Transferee shall become
the legal owner of the shares and ownership interest contemplated to be
transferred under this Agreement and have all rights and obligations in
respect of Share Transfer (such rights including all rights, interests and
duties in respect of its contribution), and the Transferor shall not have
any right, obligation or responsibility in respect of Share Transfer, as of
the Transfer Effective Date provided under Article II of this
Agreement.
3.
The parties hereto agree to effect all procedures in respect of ownership
interest transfer according to the terms and time provided under this
Agreement, including without limitation securing approval documents for
Share Transfer/acceptance according to the laws of their respective
incorporation place.
4.
The Transferor shall transfer to the Transferee any and all materials held
by the Transferor necessary for appropriate exercise of shareholder
rights by the Transferee as of the Share Transfer Effective Date of this
Agreement, including without limitation board resolutions and minutes of
Top Interest, all seals of Top Interest (including without limitation
corporate seal, finance seal and contract seal).
II.
Effective Date of this Agreement and of Share Transfer
1.
This Agreement shall be effective upon execution by the parties hereto or
their respective authorized representatives and affixture of seals.
2.
Share Transfer contemplated under this Agreement shall be effective
upon realization of all conditions precedent set out below, and the date
of realization shall be Share Transfer Effective Date:
|
(1)
|
This
Agreement is legally executed by the parties hereto or
their respective authorized
representatives;
|
|
(2)
|
This
Agreement and the Share Transfer contemplated hereunder are approved
for transfer/acceptance by the respective authorities
of Transferor and Transferee;
|
III.
Representations, Covenants and Warranties of the Transferor
1.
The Transferor has all rights, powers and authorities to enter into
and perform all duties and responsibilities under this Agreement. This
Agreement is legally binding upon the Transferor upon
execution.
2.
Execution or performance of this Agreement by the Transferor does
not breach laws, articles of association, contracts, agreements or any
other legal documents which the Transferor is subject to.
3.
The shares intended for transfer are complete and have not been
pledged subject to any preferential right or any third party interest, or
have any right defect.
4.
The balance sheet of Top Interest and other financial materials
and information provided by the Transferor to the Transferee are complete,
true and accurate. Top Interest has no liability as of the transfer
effective date. If any Undisclosed Liabilities exist, the Transferor shall
be liable for its full repayment. If the Transferee or Top Interest suffers any
loss due to Undisclosed Liabilities, the Transferor shall be liable to all
damages therefore.
5.
There exists no breach of law, proceedings or potential proceedings
in respect of tax, accounting, employment, insurance and property of Top
Interest.
IV.
Representations, Covenants and Warranties of the Transferee
1.
The Transferee is the legal natural person.
2.
The Transferee has full rights to conduct the matters in respect of accepting
ownership interest from the Transferor as provided under this Agreement, and
has secured all approvals and/or authorizations in respect of execution
and performance of this Agreement.
3.
Execution or performance of this Agreement by the Transferee is in
no breach of the laws, articles of association, contracts, agreements or
other legal documents which the Transferee is subject to.
V.
Confidentiality
Unless
expressly required by relevant laws and regulations, relevant articles of
association, no party shall disclose the terms of this Agreement to any
third party other than the parties hereto without the prior written consent
of the other party before completion of the transaction.
VI. Fees
and Expenses
1.
The parties hereto agree to bear their respective fees incurred
for engagement of lawyers, accountants, appraisers, financial advisors and
other professionals.
2.
Any taxable liability incurred under the ownership Transfer shall be paid by the
Transferor and the Transferee respectively.
VII.
Other Matters relating and Amendment to this Agreement
1.
The parties hereto agree to further negotiate other matters in respect of
this Agreement after execution of this Agreement and enter into
supplemental agreement in writing. Such supplemental agreement constitutes
an integral part of this Agreement.
2.
Any amendment to this Agreement shall be in writing and signed by
both parties. Any amendment or addition shall constitute an integral part
of this Agreement.
VIII.
Breach Liability
1.
Any party hereto shall be deemed in breach of this Agreement if
such party:
|
(1)
|
fails
to perform any obligation under this
Agreement;
|
|
(2)
|
breaches
any of its representation, covenant or warranty made under this
Agreement; or
|
|
(3)
|
its
representation or warranty made under this Agreement is inconsistent
with facts or misleading (in good faith or in
bad faith).
|
2.
Under occurrence of such breach, the non-breaching party has the right to
require the breaching party to correct within 10 days; if the breaching
party fails to correct within the specified time, the non-breaching
party has the right to terminate this Agreement and claim damages from the
breaching party.
3.
The parties hereto covenants to each other that without prejudice to
the right to claim damages by the non-breaching party against the breach
of covenant, warranty or obligation by the breaching party under this
Agreement, the breaching party shall be liable to the following damages as
required by the non-breaching party:
|
(1)
|
A
certain sum of damages which is sufficient to restore both parties to the
status as if the Agreement is not
breached;
|
|
(2)
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Expenses
or costs directly or indirectly incurred by the non-breaching party
arising out of the breach of the Agreements (including without limitation
litigation, arbitration and/or lawyer fees reasonably incurred by the
non-breaching party).
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IX.
Agreement Right
No
party shall assign its rights under this Agreement without prior
written consent of the other party. Respective successors and permitted
assigns of the parties hereto are subject to provisions of this
Agreement.
X. Entire
Agreement
This
Agreement constitutes all representations and agreements between the parties
hereto and supersedes all prior oral and written
representations, warranties, understandings and agreements between the
parties relating to the subject matter of this Agreement. The parties
hereto agree and acknowledge that any representation or covenant that is
not provided under this Agreement shall not constitute basis of this Agreement
and, therefore, shall not be the basis to determine respective rights and
obligations of the parties or to interpret terms and conditions of this
Agreement.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the date first written above.
By: /s/
Xxxx Xx Te
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Party A:
ARTCRAFT V, INC
Date: August
14, 2009
By: /s/
Xu Zu Da
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Party B:
Xu Zu Da
Date:
August 14, 2009
