SHANGHAI BABY FOX FASHION CO., LTD. EQUITY SHARE ACQUISITION AGREEMENT
SHANGHAI
BABY FOX
FASHION CO., LTD.
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Transfer
Party:
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Xx.
XXXXXXXX XXXX (as
Party A in the following)
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Receiver
Party:
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BABY
FOX INTERNATIONAL, INC. (as
Party B in the following)
Registered
address:
Xxxx Xxxx Xxxxxx 000, Xxxxxx Xxxx, Xxxxxx Xxxxx, Xxx Xxxxxx Xxxxxx
of the
America; Company Legal Representative, XXXXXXX XXXXXXX (吉田仁),
also Chairman of Board of Directors, Nationality
: Japan.
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“Shanghai
Baby Fox Fashion Co., Ltd.” (The
“Shanghai Baby Fox”)
is
founded according to 《the
Republic of China Corporation Act》by
Xx.
Xxxxxxxx Xxxx. the company is registered with Shanghai Administration for
Industry and Commerce. It is a limited liability corporation. Party A’s
registered address is: Shanghai Minhang District, 00 Xxxxxxx Xxxx, Xxxxx 000-X0.
Its mainly business is: “clothing, accessories, fabric, raw material for weaving
and products sales”. The registered capital is XXX 0 xxxxxxx Xxxx. Its Legal
Representative is
Xx.
Xxxxxxxx Xxxx.
Now
through friendly discussion, regarding Shanghai Baby Fox equity share
acquisition matters, Party A and Party B reached the agreement as below
:
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I.
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Party
A agrees to transfer all her shares of Shanghai Baby Fox to Party
B,
according to the terms in this agreement; Party B agrees to receive
all
the Party A’s shares of Shanghai Baby
Fox.
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II.
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Based
on the Asset Valuation Report, August 31st,
2007, the net asset of Shanghai Baby Fox is RMB5.72 million Yuan.
Party B
agrees to acquire 100% of Shanghai Baby Fox’s equity shares, the
acquisition amount convert to foreign currency is equally to RMB
5.72
million Yuan. Party A’s shall receive fund which is equal to her equity
share percentage (100%) multiplied by RMB5.72 million
Yuan.
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1
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III.
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After
the acquisition becomes effective, Party B shall pay the acquisition
payment within three months after company receive its new business
license
and it should be audited by Chinese
CPA.
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IV.
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After
the acquisition, Shanghai Baby Fox will keep its company name, address,
but the property is transformed from domestic company to Wholly Foreign
Owned Enterprise (WFOE). The total investment amount allowed is RMB7.14
million Yuan, the registered capital is RMB5 million Yuan, and Party
B
owns 100% equity of the company. All the creditor and debt liabilities
of
Shanghai Baby Fox shall be undertaken by Party B. Party A’s original
employees will continue to work for the new company.
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V.
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The
acquired company’s mainly business is: retail and wholesale of clothing,
finery and accessories, fabric, raw material for weaving; commission
agency except auction; import & export; related services (management
of quota license and stated products, etc.), operating term is: 20
years.
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VI.
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After
the acquisition, the directorate is assigned by Party B. the new
Chairman
of the Board of Directorate is Xx. Xxxxxxx
Xxxxx.
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VII.
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Party
B will reset the corporation bylaws and will submit it to government
for
approval. The original bylaws of Shanghai Baby Fox will be terminated
at
the same time.
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VIII.
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Party
B will pay all the expense related to this
acquisition.
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IX.
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Party
A promises their shares transferred to Party B are legal ownership,
this
shares are unrestricted and has not been used as guarantor for any
other
third parties.
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X.
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If
Party B doesn’t pay the acquisition payment on time (according to term III
above), they should pay penalty charge to Party A, the rate is 3
in 10,000
per day.
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If
any
party withdraw from this agreement, the withdraw party should pay the other
party’s damages.
2
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XI.
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The
establishment, effectiveness, explanation, implementation, and dispute
are
governed by the law of the Republic of China. If any dispute happens
related to this agreement, the both parties should negotiate first
to
resolve the matters. If the disputes can not be resolved through
both
parties’ negotiation, each party has right to take the matter to Shanghai
local for legal settlement.
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XII.
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The
agreement is effective upon the signatures by both parties. it will
be
submitted to Shanghai local authority of PRC for
approval.
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XIII.
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This
agreement has 3 original copies, Party A and Party B keep one copy
each,
Shanghai Baby Fox keeps one copy, the rest copies sent to related
government.
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XIV.
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This
agreement is signed at Shanghai in September 20,
2007.
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IN
WITNESS OF, both parties signed this Acquisition Agreement below.
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Party
A :
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SHANGHAI
BABY FOX FASHION CO., LTD.
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Xxxxxxxx
Xxxx
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BABY
FOX INTERNATIONAL, INC. (Baby fox)
Legal
Representative :
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吉田仁
XXXXXXX XXXXXXX
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