Exhibit 10.1
Equity Transfer Agreement
(English Translation)
Party A: Italy Baopiao (Hong Kong) Apparel Development Co., Ltd.
Address: Tower C, No. 9 Nantian Mansion, No. 275 Beijiao Yinghuang Street, Hong
Kong
Party B: Hong Kong Alberta Holdings Limited
Address: RM 42,4F, Xinxianli Mansion, No.10 Middle Circle Xuechang Street, Hong
Kong
In consideration of the mutual promises contained herein, with regard to the
transfer of shares of Baopiao (China) Light Industry Co., Ltd., a wholly foreign
owed enterprise in China, the parties herewith agree as follows:
1. Italy Baopiao (Hong Kong) Apparel Development Co., Ltd., the original
investor, agrees to transfer its 100% equity interest in Baopiao (China)
Light Industry Co., Ltd., a wholly foreign owed enterprise in China, with
registered capital of HKD 50 million, to the Party B. The Party B agrees to
purchase such equity interest.
2. Before competent government authorities approve the equity transfer, the
rights and obligations of Baopiao (China) Light Industry Co., Ltd. shall be
handled according to the original Article of Association, and shall have no
effect on Party B. After competent government authorities approve the
equity transfer, the rights and obligations of Baopiao (China) Light
Industry Co., Ltd. shall be borne by Party B, and have no effect on Party
A.
3. The transfer price of the equity interest is HKD 50 million. Party B shall
pay the transfer price to Party A within 30 days following the execution of
this agreement. If Party B fails to perform its obligation, it shall pay
liquidated damages in the amount of 1% of the transfer price per day.
4. This agreement is governed by the laws of People's Republic of China.
5. Dispute resolution: The parties shall settle disputes through negotiation.
If the negotiation fails, the dispute shall be submitted to China
International Economic and Trade Arbitration Commission for arbitration.
The arbitration award shall be final.
6. This agreement shall be in five copies. Each party shall take one copy.
This agreement shall take effect on the execution by the two parties and
obtaining approval from competent government authorities.
7. This Agreement is executed in Huian, Quanzhou, on February 26, 2009.
Party A: Italy Baopiao (Hong Kong) Apparel Development Co., Ltd.
Legal representative: Li Haiting
/s/ Li Haiting
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Party B: Hong Kong Alberta Holdings Limited
Legal representative: Li Haiting
/s/ Li Haiting
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February 26, 2009
