English Translation) Equity Transfer Agreement
Exhibit
10.9
(English
Translation)
The
Transferor: INTERNATIONAL LAOAN CO., LTD.
(Hereinafter
referred to as “Party A”)
The
Transferee: International Lorain Holding, Inc.
(Hereinafter
referred to as “Party B”)
The
agreement is entered into by and between Party A and Party B after thorough
negotiation.
Article
1
The parties of this agreement are:
1.
The
Transferor: INTERNATIONAL LAOAN CO., LTD.
Address:
Road Town, British Virgin Islands
Legal
Representative: ▇▇ ▇▇▇▇
Nationality:
China
2.
The
Transferee: International Lorain Holding, Inc.
Address:
▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Legal
Representative: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Nationality:
Japan
Article
2
Party A agrees to transfer to Party B its equity interest in Shandong Lorain
Foodstuff Co., Ltd., which accounts for 25% of the registered capital thereof
and amounts to 3,154,470 USD (equivalent to 25,220,000 RMB).
Article
3
Party B shall pay to Party A transfer price by credit transfer at the sum and
in
the currency set forth in Article 2 in three installments within 90 days after
this agreement takes effect.
Article
4
Party B shall possess all rights and undertake all obligations of Party A
stipulated by the Articles of Association of Shandong Lorain Foodstuff Co.,
Ltd.
Article
5
If this agreement cannot be wholly or partially performed due to one party’s
fault, the defaulting party shall assume liabilities for breach of the
agreement. If the unenforceability is caused by both parties’ fault, the two
parties shall assume their respective liabilities according to the actual
conditions. The Conclusion, effect, interpretation, performance and settlement
of disputes of this agreement shall be governed by the laws of the People’s
Republic of China. When dispute occurs, the two parties shall consult
amicably to
settle
the dispute. If the two parties fail to solve the dispute through negotiation,
the dispute may be submitted to the People’s Court of Junan County.
Article
6
This agreement is executed in the office of Shandong Lorain Foodstuff Co.,
Ltd.
on August 15, 2006.
This
agreement takes effect upon signature of the two parties thereof.
Party
A: INTERNATIONAL LAOAN CO., LTD.
(Corporate
Seal)
Legal
Representative: (▇▇ ▇▇▇▇)
/s/
▇▇
▇▇▇▇
Party
B: International Lorain Holding, Inc.
(Corporate
Seal)
Authorized
Representative: (▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇)
/s/
Hisaashi Akazawa
Date
August 15, 2006