Exhibit 10.2
Fujian Jinjiang Pacific Shoes Co. Ltd.
Equity Transfer Agreement
(English Translation)
Party A: Fujian Jinjiang Chendai Handai Xinxing Shoes Factory
(the name has been changed to Jinjiang Baopiao Shoes Co., Ltd.)
Address: Handai, Chendai, Jinjiang City
Legal Representative: Li Huolian
Party B: Hong Kong Tianxinhang Co., Ltd
Address: 19F B, Changjia Industry Mansion, No.345 Defudao West, Hong Kong
Representative: Xie Yinning
Party C: Alberta Holdings Limited
Address: 9th Floor, Po Chenong Commercial Building No.29 Prat Avenue, Kowloon,
Hong Kong
Representative: Li Haiting
Fujian Jinjiang Pacific Shoes Co., Ltd. (the "Company") is a Sino-foreign joint
venture company invested by Party A and Party B establish according to
Certificate No. Jin [1993] Wai 101. Party A and Party B agree to transfer all
the equity interests they hold in the Company to Party C. In consideration of
the mutual promises contained herein, Party A, Party B and Party C herewith
agree as follows:
1. Party A agrees to transfer all the equity interest (capital contribution of
RMB 1.4 million, accounting for 28% of the register capital of the Company)
it holds in the Company to Party C. Party C agrees to accept all the equity
interest held by Party A. The transfer price of the equity interest is
RMB1.4 million. Party C shall pay the transfer price to Party A in cash in
single installment within six months following the change of registration
of the Company.
2. Party B agrees to transfer all the equity interest (capital contribution of
RMB 3.6 million, accounting for 72% of the register capital of the Company)
it holds in the Company to Party C. Party C agrees to accept all the equity
interest held by Party B. The transfer price of the equity interest is
RMB3.6 million. Party C shall pay the transfer price to Party B in cash in
single installment within six months following the change of registration
of the Company.
3. Whereas the register capital of the Company has been paid up in full (as
certified by Capital Verification Report No. Quanzhou Zhonghe Yan Zi [2001]
021), the investor of the Company shall bear liability limited by the
register capital it pays.
4. This agreement is governed by and interpreted under the laws of People's
Republic of China.
5. This agreement shall be observed by the three parties. Any party in breach
of this agreement shall pay damages for any and all losses suffered by
other parties.
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6. Dispute Resolution: any dispute arises out of this agreement shall be
settled by negotiation. If negotiation fails, any party may submit the
dispute to local people's court.
7. This agreement shall take effect upon the execution of the three parties
and obtaining approval from competent authorities.
8. The agreement shall be executed in six copies. Each of Party A, Party B and
Part C shall take one copy. The Company shall take one copy. Two copies
shall be filed with relevant authorities.
Party A: Jinjiang Baopiao Shoes Co., Ltd.
/s/ Li Huolian
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Legal Representative: Li Huolian
Party B: Hong Kong Tianxinhang Co., Ltd.
/s/ Xie Yinning
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Representative: Xie Yinning
Party C: Alberta Holdings Limited
/s/ Li Haiting
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Representative: Li Haiting
January 12, 2009, in the conference room of the Company
