Attached files
| file | filename |
|---|---|
| S-1/A - China For-Gen Corp. | v190340_s1a.htm |
| EX-4.4 - China For-Gen Corp. | v190340_ex4-4.htm |
| EX-4.5 - China For-Gen Corp. | v190340_ex4-5.htm |
| EX-5.1 - China For-Gen Corp. | v190340_ex5-1.htm |
| EX-99.4 - China For-Gen Corp. | v190340_ex99-4.htm |
| EX-99.6 - China For-Gen Corp. | v190340_ex99-6.htm |
| EX-99.5 - China For-Gen Corp. | v190340_ex99-5.htm |
| EX-99.3 - China For-Gen Corp. | v190340_ex99-3.htm |
| EX-10.5 - China For-Gen Corp. | v190340_ex10-5.htm |
| EX-23.1 - China For-Gen Corp. | v190340_ex23-1.htm |
| EX-99.1 - China For-Gen Corp. | v190340_ex99-1.htm |
| EX-99.2 - China For-Gen Corp. | v190340_ex99-2.htm |
BETWEEN
DA XING AN LING TU QIANG FORESTRY
BUREAU
AND
LIAONING SHENGSHENG BIOTECHNOLOGY CO.,
LTD
|
Chapter
I
|
Definitions
|
4 |
|
Chapter
II
|
Transfer
of Transfer Shares
|
6 |
|
Chapter
III
|
Representations
and Warranties by All Parties
|
7 |
|
Chapter
IV
|
Disclosures,
Representations and Warranties by Party A
|
9 |
|
Chapter
V
|
Disclosures,
Representations and Warranties by Party B
|
12 |
|
Chapter
VI
|
Company
Management and Employees Arrangement
|
13 |
|
Chapter
VII
|
Confidentiality
|
14 |
|
Chapter
VIII
|
Breach
of Contract
|
15 |
|
Chapter
IX
|
Force
Majeure
|
16 |
|
Chapter
X
|
Resolution
of Disputes
|
18 |
|
Chapter
XI
|
Applicable
Law
|
19 |
|
Chapter
XII
|
Miscellaneous
|
19 |
2
SHARE TRANSFER
CONTRACT
This Share Transfer Contract (hereinafter
referred to as “this
Contract”) is executed by the following Parties
on May 10, 2009.
|
(1)
|
Transferor: DA XING AN LING TU QIANG FORESTRY
BUREAU, (the “Party
A”).
|
Address: Tuqiang Town, Mohe County, Daxing
Anling District, Heilongjiang Province
Representative: WANG Hongbin
Bank of the Account: Tuqiang sub-branch, Daxing Anling
branch, Industrial and Commercial Bank of China.
|
(2)
|
Transferee:
Liaoning Shengsheng
Biotechnology Co., Ltd. (the “Party
B”).
|
Address: No. 288, Qianshan Rd., Hi-tech District, Anshan City, Liaoning
Province
Business License
No.:
210000004938452
Legal
Representative: WANG Baoquan
WHEREAS:
|
(1)
|
Party A is the solely shareholder
of Tuqiang Beijisong Wooden Board Industry Co., Ltd. (“Beijisong”) which owns 100% contribution of Beijisong and can exercise all of its rights as
the shareholder;
|
|
(2)
|
The registered capital of
Beijisong is RMB 31
millions;
|
Paid-in Capital: RMB 31
millions;
Registered Office: east 2.5
km to Tuqiang Town, Mohe County, Daxing Anling, Heilongjiang Province, China
Business License No.:
2327231000002363
Legal Representative: WANG Hongbin
Legal Form: Limited Liability
Company
Business Scope: flakeboard, remnant
processing, sale
3
|
(3)
|
Party A is willing to transfer RMB 21 millions contribution, representing 67.74% of the total registered
capital (hereinafter
referred to as “Transfer
Shares”); Party A maintains RMB 10
millions
contribution,
representing
32.26% of the total registered
capital.
|
|
(4)
|
Party A agrees to transfer
aforesaid
contribution and
relevant rights and interests of Beijisong to Party
B
|
|
(5)
|
Party B is willing to acquire the Transfer Shares subject to the terms and
conditions set out in this
Contract.
|
For this purpose, after friendly
consultations, on the principles of equality and mutual benefit, all Parties to this Contract have reached the following agreements in
accordance with relevant laws and regulations of China.
Chapter I Definitions
Article
1 Definitions
Unless otherwise prescribed and
stipulated, the following terms used in this Contract shall have the meanings
set forth as
follows:
“the PRC” or “China” refers to the People’s Republic of China, and insofar as this
Contract is concerned, shall exclude Hong Kong, Taiwan and
Macao.
“Daxing
Anling” means regional, natural and functional
department under the definition of regulation of Chinese governmental
administrative districts and administrative
management.
“Affiliate” means, as for any of the Parties, any
corporation directly or indirectly controlled by such Party or controlling such
Party or under the same control with such Party; “control” means ownership of 50% or more voting
shares or registered capital, or the right to appoint or elect majority of the
directors of a corporation.
4
“New Articles of
Association” means the
new Articles of Association after the share transfer pursuant to this Contract is
approved by the Examination
and Approval Authority.
“Claims” means claims, actions, demands,
proceedings judgments liabilities, damages amounts, costs and expenses
(including attorney
fees and disbursements)
whatsoever and howsoever
arising.
“Signing Date” means the date on which this Contract is signed.
|
|
“Approval Date” means the date on which this
Contract and the New Articles of Association are approved by the Examination
and Approval Authority.
|
“Encumbrance” means any mortgage, assignment, lien, charge, pledge, title retention, right to acquire, security interest, option, pre-emptive right, and any other restriction or conditions
whatsoever including:
|
|
(i)
|
any interest or right granted or
reserved in or over or affecting the Transfer Shares for
Transfer; or
|
|
|
(ii)
|
the interest or right created or
otherwise arising in or over the Transfer Shares for Transfer under a
fiduciary transfer, charge, lien, pledge, power of attorney or other form
of encumbrance;
or
|
|
|
(iii)
|
any security over the Transfer Shares
for Transfer for the payment of a debt or any other monetary obligation or
the performance of any other obligation.
|
“Examination and
Approval Authority”competent government authority which
has power and authority to examine and approve this Contract and the
New Articles of Association and transfer of Transfer Shares contemplated in this
Contract.
5
“Managements” means the general managers, vice general mangers and CFO (or such
positions with other title) and other managements who directly report to the general
manager.
“RMB” or “Renminbi” refers to the legal currency of
the PRC.
“Third
Party” refers to any
natural person, legal entity, or other organization or entity, other
than the parties
to this
Contract.
“Working
Day” refers to legal working days as provided by PRC
laws.
“Capital
Increase” refers to
increase registered capital
of Beijisong.
Chapter II Transfer of Transfer
Shares
Article
2 Transfer of
Transfer Shares
Pursuant to the terms stipulated in this
Contract, Party A agree to transfer to Party B and Party B agrees
to accept from Party A the Transfer Shares with all the rights and obligations of and attaching to the Transfer Shares,
but free of any Claims or
Encumbrances.
Article
3 Transfer
Price
|
11.1
|
Party A and Party B agree that
the Transfer Price for the transfer of the Transfer
Shares shall refer to
the assessed value of the Transfer Shares. Party A and Party B after consultations have
finally determined that the price for the Transfer Shares
shall be Renminbi 21 millions (hereinafter referred to as the “Transfer
Price”).
|
|
11.2
|
Party B shall pay the aforesaid
Transfer Price in RMB to Party
A.
|
6
|
11.3
|
Any expenses occurred during the
audit and asset evaluation pursuant to clause 3.1 of this Contract shall
be borne by Party A.
|
Article
4 Closing
|
4.1
|
Upon signing this Contract, Party B shall pay RMB 2 millions
as initial payment to Party A and obtain relevant shares and rights of Beijisong.
Upon payment of the
balance of the
Transfer Price, the
parties will change
the industrial and commercial registration the balance shall be the Closing Date.
|
|
4.2
|
Party A shall issue to Party B the
receipt within five (5) Working
Days as of the date
Party receives all the Transfer
Price.
|
Article
5 Taxes
Payable under the Transfer of Transfer Shares
Any taxes or fees arising out of and
payable pursuant to the
fulfilment of the terms of
this Contract shall be borne by the respective Party pursuant to relevant laws and regulations of
China.
Chapter III Representations and Warranties
by All Parties
Article
6 Representations
and Warranties by All
Parties
|
6.1
|
Party A and Party B hereby confirm that as of the Signing Date this Contract shall
be legally binding on all
Parties.
|
|
6.2
|
Each Party hereby confirms that
the documents and information provided to any other Party prior to the
Signing Date are still valid and authentic and confirm that where there are
discrepancies therein with the terms of this Contract, this Contract shall
prevail.
|
7
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6.3
|
All Parties hereby agree that, any
Party shall have right to alter its authorized representative in Beijisong (including but not limited
to directors and
supervisors),
effective upon the
delivery of a notice regarding such altering to the other Party.
|
|
6.4
|
All Parties hereby agree that
all other contracts or documents pertaining to the
Shares Transfer entered into between all
Parties prior to this
Contract shall upon this Contract become void
automatically.
|
|
6.5
|
After the Closing Date, relevant rights
of Party A over the
Transfer Shares shall be transferred to Party B. The debt and other litigations before the Closing Date shall be
borne by Party A.
|
|
6.6
|
After completion of the Shares Transfer, both Parties agree to
increase registered
capital of Beijisong
via foreign investment. Party B shall present any relevant legal documents
concerning foreign investor acquiring shares of Beijisong and Beijisong
becoming Sino-foreign joint venture.
|
Relevant documents include but not limited to:
(1) Business registration documents of
foreign investor in U.S.A.;
(2) Bank statement of foreign investor in U.S.A.;
(3) Profiles of directors and other
personnel to be designated to Beijisong by foreign investor;
(4) other relevant application documents to change Beijisong to Sino-foreign
joint venture by foreign
investor.
|
6.7
|
Both Parties agree that foreign
investor
will
contribute
increased capital of Beijisong unilaterally
and the registered capital
will be adjusted
correspondingly.
|
8
Chapter IV Disclosures, Representations and
Warranties by Party A
Article
7 Disclosures,
Representations
and Warranties by Party A
Party A hereby represents and warrants to Party B that:
|
7.1
|
All information and facts related to Beijisong possessed by or is known to Party A
which will have a
substantial and adverse effect on Party
A’ ability to fulfil any of its
obligations in this Contract or when disclosed to Party B will have a substantial effect on the willingness
of Party B to sign
and fulfil its
obligations under this Contract, have been disclosed
to Party B and the information provided by Party A to Party B does not contain any
representation that
is untrue or misleading, including without limitation of
litigation, arbitration, other legal or
administrative procedures or government
investigations.
|
|
7.2
|
Beijisong does not have any
on-going lawsuits, arbitrations, or other legal or administrative
proceedings or governmental investigations that will materially affect
Party A’s ability to sign this Contract or fulfil
its obligations under this
Contract.
|
Article
8 General
Representations and Warranties by Party A
|
8.1
|
Signing this Contract and
fulfilling all of its obligations stipulated herein
by the Party A
shall not contravene
or result in the
violation of or constitute a failure to fulfil or an inability to fulfil
any of the stipulations in any laws, regulations, stipulations, any
authorization or approval from any government body or department or
the stipulations of
any contract or
agreement
that any of the Party A is a party to or is bound
by.
|
9
|
8.2
|
Party A guarantees that after
Party B acquires shares from Party A and becomes the controlling
shareholder of
Beijisong, Party B
shall enjoy following
rights:
|
|
|
1.
|
Party A, as a raw material
supplier of Beijisong
shall sign a raw material supply contract with Beijisong which the valid
term no less than 15-year. The price of remnant for processing shall
be RMB 70 per cubic
meter (excluding uploading, loading,
transportation and storage costs) in the first three years. After that,
the price of remnant may increase no more than RMB 5 per cubic meter
annually. Term of price increase is 5
years.
|
|
|
2.
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Party A covenants to supply sufficient raw
materials to Beijisong including another board production line
at the same scale as mentioned in 8.2.1. The supply term shall be more than 15-year
with the same price in 8.2.1.
|
|
|
3.
|
Party A undertakes that
as long
as Party B
is the
controlling
shareholder of Beijisong, Party A will not approve any enterprise in its jurisdiction, which would have direct or indirect competition
with Beijisong.
|
|
|
4.
|
Upon the execution of this contract by the
Parties, Party B
enjoys priority right to acquire a controlling portion of the
equity of Party
A’s affiliates, Daxinganling Yuying Wood Industry
Co., Ltd. (the
“Yuying”) and Daxinganling Chengyu Wood
Industry Co., Ltd. (the “Chengyu”).
|
|
|
5.
|
Party A undertakes that during the
period when Party B, as the controlling shareholder
operates Beijisong, Party A will not interfere
Beijisong’s normal business operation and expansion by any
reasons and through any means.
|
|
|
6.
|
If any governmental policy (such
as mountain seal, restriction of deforestation) causes an insufficiency of raw materials, Party A permits
Party B to adopt any practical measures and enjoy priority deposition to
avoid financial
loss.
|
10
|
|
7.
|
After Party B becomes the controlling shareholder of
Beijisong, the
favourable policy for Beijisong shall be not less than what Beijisong originally had before the transaction under this
contract.
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|
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8.
|
After Party B becomes the controlling shareholder of
Beijisong, Party A is responsible for coordination with its upper Forestry
Bureau concerning the supply of all remnants within “No.3 North Bureau” District at aforesaid price in 8.2.1 and to guarantee that no enterprise which would have direct or indirect competition
with Beijisong, will
be approved in aforesaid
jurisdiction.
|
|
|
9.
|
Party A is responsible for
coordination with relevant authorities to provide the most favourable
policy to Beijisong on use of
lands (including expands the use of lands) including but not limited to:
favourable land use fees, refund of land use
fees and tax reduction, etc.
|
| 10. | After Beijisong becomes a sino-foreign joint venture, Party A shall coordinate with tax authority to make Beijisong enjoy the tax policy of exemption of income tax for the first two years and 50% income tax reduction in the following three years. | |
| 11. | After Beijisong becomes a sino-foreign joint venture enterprise, Party A permits the foreign investor to enter into relevant industries of woods, including upper-stream, lower-stream and by-object industries of woods and enjoy priority rights to explore underground resources in Daxinganling district. |
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8.3
|
Any liabilities out ofaccounting books (includes contingent
liabilities) of Beijisong before signing this contract shall
be borne by Party A. No debts or liabilities will be occurred between the signing date and
Closing Date.
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11
Article
9 Ownership
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9.1
|
Party A has full authorities and rights to transfer the Transfer Shares
to Party B and Party
A solely owns the
aforesaid right.
|
|
9.2
|
Party A hereby
undertakes and warrants that up to and including the Closing
Date that the
Transfer Shares is not subject to any Claims or Encumbrances (including but not limited to any
form of option, acquisition right, mortgage, pledge, guarantee, lien or any other
form of third party rights); and there is no interest present
and no agreement or undertaking in existence that may result in or create any Claim or
Encumbrance on the Transfer Shares (including but not limited to the
aforesaid option,
acquisition right, mortgage, pledge, guarantee, lien or any other form of
third party rights and interest), otherwise Party A shall assume
the liabilities resulting therefrom.
|
Chapter V Disclosures, Representations and
Warranties by Party B
Article
10 Disclosures,
Representations and Warranties by Party
B
Party B hereby represents and warrants
to Party A that:
|
10.1
|
Party B is a legal entity that has
been duly established according to the laws of PRC and it is validly and legally in
existence and also operating normally.
|
12
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10.2
|
Party B in signing this Contract
and fulfilling all of its obligations stipulated herein shall not contravene or result
in the violation of or constitute a failure to fulfil or an inability to
fulfil any of the stipulations of Party B’s Articles of Association or its internal rules,
any laws, regulations, stipulations, or any authorizations or approvals
from any government body or department or any contract or agreement that
Party B is a party to or is bound by.
|
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10.3
|
No lawsuits, arbitrations, or other legal or administrative proceedings
or governmental investigations are on-going against Party B that
will materially affect its ability to sign this Contract or fulfil its
obligations under this
Contract.
|
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10.4
|
The Party B covenants that,
after completes the payment of all Transfer Price and the
procedures of transfer of the Transfer Shares, it will not transfer or
pledge all or part of the Transfer Shares to any other third
party which is not
affiliated to Party B.
|
Chapter V ICompany Management and Employees
Arrangement
Article
11 Company
Management
|
11.1
|
After the Closing Date, Party B has the right
to operate and manage
the Company as the controlling shareholer.
|
|
11.2
|
Both Parties may designate
directors, supervisors and senior executives of Beijisong. In compliance with the
Company
Law, the Company shall set up a board of directors,
among which
Party A designates
one director and
Party B designates
four directors. Both Parties may designate one supervisor
respectively
and another one
supervisor shall be elected from representatives of employees. Aforesaid three supervisors
consist of a board of
supervisors.
|
13
|
11.3
|
The board of directors
may appoint the general manager,
who reports to the board of directors. General
manager may
appoint senior
executives and CFO.
|
|
11.4
|
After Party B becomes the
controlling
shareholder of the company, the first chairman shall be appointed by Party B,
and vice chairman by Party A. The
tenure of chairman and vice chairman is
five years, and can be renewed through
election.
|
Article
12 Employees
|
12.1
|
Upon the completion of the
transfer of the
Transfer Shares, Party B has the option of continuous employment
with all the existing staffs and
workers. The terms and conditions of their employment including their
remuneration for their employment shall be implemented in accordance with
the Labour
Law and the Labour
Contract Law of
the PRC.
|
|
12.2
|
Party A shall suitably arrange
any staff or worker who is not
employed or discharged by Party B. Party B and Beijisong do not have liabilities to aforesaid staffs and
workers.
|
|
12.3
|
The legal interests of employees
shall be protected and management of the Company shall be maintained relatively
stable.
|
Chapter VII Confidentiality
Article
13 Confidentiality
|
13.1
|
Both Parties agree unless
otherwise provided for in another relevant confidentiality agreement that
with regard to the confidential and exclusive information that have
been disclosed to or may be disclosed to the other Parties by any Party to
this Contract pertaining to their respective businesses, or financial
situations and other confidential matters, all Parties to this Contract
which have received the aforesaid
confidential information (including written information and non-written
information, hereinafter referred to as “Confidential
Information”)
shall:
|
14
|
13.2
|
Keep the aforesaid Confidential
Information confidential;
|
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13.3
|
Save for the disclosure of the
Confidential Information by a Party to this Contract to its employees
solely for the performance of their duties and responsibilities, neither
Party to this Contract shall disclose the Confidential Information to any
Third Party or any
entity.
|
|
13.4
|
The provisions of the aforesaid Article
13.1 shall not apply
to Confidential Information:
|
|
13.4.1
|
which was available to the
receiving Party from the written record before the disclosing Party
disclosed the information to the receiving Party and the written record can prove
that the confidential information was already known to the receiving
Party;
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|
13.4.2
|
which has become public
information by means not attributable to any breach by the receiving
Party;
|
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13.4.3
|
which was obtained, by the receiving Party from a Third Party not
subject to any confidentiality obligation affecting the said Confidential
Information.
|
|
|
13.4.4 As far as any natural
person or legal entity which is a Party to this Contract is concerned,
notwithstanding that it has ceased to be a Party to this Contract
because of the transfer of its rights and obligations pursuant to the
terms of this Contract, the stipulations set out in this Chapter VII shall
remain binding on it.
|
Chapter VIII Breach of Contract
15
Article
14 Liability
for Breach of a Representation or
Warranty
|
14.1
|
If any representation or warranty
made by any Party to this Contract is found to be a material error, or if
any fact that has or is likely to have a major or substantial effect on
the signing of this Contract by any Party has been omitted, or if any representation or
warranty is found to be misleading or untrue in any material respect, the
non-breaching Party shall be entitled to look to the Party in
breach for full compensation for any loss, damage, cost or expense arising
from the erroneous, misleading or untrue
representation or warranty of the Party in breach or arising
from any other breach of any representation and warranty given by the
Party in breach.
|
|
14.2
|
Each representation and warranty
set out in Chapter III, Chapter IV Chapter V and Chapter VI is to be construed
independently.
|
Article
15 Liability
for Breach of Contract
|
15.1
|
In the event of a breach committed
by any Party to this Contract, the said defaulting Party shall be liable
to the other Party for the losses and damages or any other
liabilities arising
out of that defaulting Party’s breach of contract in accordance
with the provisions of this Contract and the laws and regulations of
China.
|
|
15.2
|
Notwithstanding the provisions of
Article 15.1, no Party shall be liable to the
other Party for any indirect losses or consequential
damages attributable to any breach under this
Contract.
|
Chapter IX Force Majeure
Article
16 Force
Majeure
16
|
16.1
|
“Force Majeure” refers to all incidents that are
unforeseeable at the execution of this Contract and their occurrence and
consequences cannot
be avoided or overcome by the taking of reasonable steps by the Party
affected thereby and they hinder the affected Party from fulfilling all of
or a material part of this Contract. The aforesaid Force Majeure incidents
shall include earthquake, typhoon, flood, fire, war, political
unrest and such special incidents or events that are deemed to be Force
Majeure occurrences under the provisions of the relevant laws and
regulations of China. Provided always that the Parties agree that when a
Party is short of funds, such event shall not
be a Force Majeure event for the purposes of this
Contract.
|
|
16.2
|
In the event of the occurrence of
a Force Majeure event, the obligations of the Party to this Contract
affected by this Force Majeure event shall cease during the period of the Force Majeure event
and any term or period set out in this Contract and to which the affected
party is subject shall automatically be extended by a period equal to the
term or period of the Force Majeure event, the period of extension
shall be the same as the period of
cessation of the obligations by reason of the Force Majeure event, and the
said Party shall not be liable for any losses and damages or any other
liabilities arising out of a breach of contract as provided for in this
Contract for the duration of the Force
Majeure.
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|
16.3
|
The Party claiming the occurrence
of a Force Majeure event shall promptly inform the other
Party in writing, and within seven (7) days thereafter, it
shall provide sufficient evidence (issued by the notary
organization) of the
occurrence and the continuity of the Force Majeure event. It shall also do
its best to eliminate the adverse effect of the Force Majeure
event.
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17
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16.4
|
In the event of the occurrence of
a Force Majeure event, the Party A and the Party B shall
promptly settle
through friendly consultation to seek the fair resolution and shall make
best effort to reduce the consequence to the minimum level. Provided that the
major encumbrance to the performance of this
Contract continues more than six (6) months as a result of the occurrence or
consequence of a Force Majeure and the Parties can not find the fair
resolutions, the other Party shall have right to notify the other Party to
cease this Contract and shall not be liable for any losses and damages or
any other liabilities arising out of a breach
of contract.
|
Chapter X Resolution of
Disputes
Article
17 Arbitration
|
17.1
|
Any dispute arising out of this
Contract between the Parties to this Contract shall firstly be resolved
through friendly consultation. In the event that sixty (60) days
after the
commencement of the friendly consultations, the dispute cannot be resolved
through such means, either Party may submit the dispute to the _________
Arbitration Commission for arbitration in accordance with its prevailing
valid arbitration rules. The Parties may raise
litigation.
|
|
17.2
|
The arbitration tribunal shall be constituted by
three (3) arbitrators. Each Party shall have the right
to designate an arbitrator and the third arbitrator shall be designated by the Parties
together. If the Parties can not agree with the third arbitrator,
such arbitrator then shall designated by the Chairman of Arbitration Commission
and shall be
appointed the chief arbitrator of the arbitration tribunal.
|
Article
18 Validity of
the Arbitration Award
18
The arbitration award shall be
final and shall be binding
on all Parties to this Contract. All Parties to this Contract agree to be bound by the said award, and
to act according to the terms of the said award.
Article
19 Fees
All the arbitration fees shall be borne
by the losing party unless otherwise awarded by the
tribunal.
Article 20 Continuation
of Rights and Obligations
After a dispute has arisen and during
its arbitration process, other than the disputed matter, both Parties to this Contract shall continue to exercise their other
respective rights stipulated in this Contract, and shall
also continue to fulfil their other respective obligations stipulated in this
Contract. Otherwise this contract shall be terminated.
Chapter XI Applicable Law
Article
21 Applicable
Law
The laws and regulations of the PRC shall govern and be binding on the establishment, validity,
interpretation and execution of this Contract. All disputes arising out of this
Contract shall be determined according to the laws of the PRC. In the event the laws of the PRC do not make provision for a certain
issue relating to this
Contract, reference shall be made to general international business
practice.
Chapter XII Miscellaneous
19
Article
22 Increase and
Decrease Shares
After Party B becomes the controlling
shareholders of Beijisong, if Beijisong needs increase its registered capital, both Parties have the option to contribute. When both Parties choose to contribute, each
Party contributes pro rata. If any Party waives to contribute, the
other Party may contribute unilaterally, and the contribution portion shall be
adjusted correspondingly.
In the event when any Party secedes, the
other Party enjoys the priority right to acquire such Party’s shares; if the other Party
refuses to acquire such
shares, the seceding Party
may transfer its shares to
any person other than shareholders of Beijisong.
Article
23 Waiver
The non-exercise or delay in the
exercise of an entitlement stipulated in this Contract by any Party to this Contract shall not be regarded as a waiver of the
said entitlement. Any single exercise or partial exercise of an
entitlement shall not rule
out any future re-exercise of the said entitlement.
Article
24 Transfer
Unless otherwise described and
prescribed in this Contract, neither Party to this Contract shall transfer or
assign all or any part of this Contract or transfer or assign that Party’s entitlement or obligations as
stipulated in this Contract.
Article
25 Amendment
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25.1
|
This Contract has been executed
for the benefit of all Parties to this Contract
and their respective
lawful successor(s) and assignees, and shall have legal binding
effect on them.
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20
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25.2
|
This Contract may not be amended
verbally. Only a written document signed by all Parties indicating their consent
to such amendment shall be effective, and where approval is required by law, only with the
written approval of the Examination and Approval Authority shall any amendment
to this Contract become
effective.
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Article
26 Severability
The invalidity of any term in this
Contract shall not affect the validity of the other terms in this
Contract.
Article
27 Effectiveness
The Contact shall be binding on the
Parties hereof as of the
execution of this Contract and shall be effective as of the date of obtaining
the approval of the Examination and Approval
Authority.
Article
28 Language
This Contract is written in
Chinese.
Article
29 Validity of
the Text and Appendix
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29.1
|
The Chinese text of this Contract shall be signed in
four (4) sets of original and there (3) sets of duplicate copies. Each
Party shall each hold one (1) set of original and one (1) set of
duplicate, and one (1) set of original each shall be sent to the
Examination and Approval Authority and the competent
Industry and Commerce Administrative
Department.
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|
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29.2
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The Appendix to this Contract shall form an
integral part of this Contract, and shall have the same effect as this
Contract.
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21
Article
30 The Entire
Agreement
This Contract constitutes the entire agreement of all Parties to this Contract pertaining to
the transaction agreed upon in this Contract, and shall replace all the previous
discussions, negotiations and agreements among all Parties to this Contract in respect of
the transaction
of this Contract.
(This page is intentionally left
blank.)
22
Party A: DA XING AN LING TU QIANG FORESTRY
BUREAU
(Seal)
Authorized
Representative
(Signature):/
s/Wang Hong
Bin
Party B: Liaoning Shengsheng Biotechnology Co.,
Ltd.
(Seal)
Authorized
Representative
(Signature): /s/Wang Bao
Quan
23
BETWEEN
DA
XING AN LING TU QIANG FORESTRY BUREAU
AND
LIAONING
SHENGSHENG BIOTECHNOLOGY CO., LTD.
SUPPLEMENTRAL
AGREEMENT
OF
SHARE
TRANSFER CONTRACT
FOR
TU
QIANG BEI JI SONG BOARD CO., LTD.
24
Supplemental
Agreement of Share Transfer Contract
Party A: Daxing Anling Tuqiang
Forestry Bureau
Party B: Liaoning Shengsheng
Biotechnology Co., Ltd.
In
accordance with the Share
Transfer Contract for Tu Qiang Bei Ji Song Board Co., Ltd. (the “Contract”) signed between
Daxing Anling Tuqiang Forestry Bureau and Liaoning Shengsheng Biotechnology Co.,
Ltd., after consultation between both Parties, hereby signing this supplementary
agreement with regard to particular clauses in the Contract as
following:
|
|
1.
|
Regarding
Article 3, Chapter II of the Contract, “Transfer fees is RMB 21 millions”,
both Parties agree that, Party B shall pay for 80% of the net assets value
(NAV) of Tuqiang Beijisong Board Co., Ltd after appraisal. Refundable for
overpayment and payable for shortage.
|
|
|
2.
|
Regarding
Article 4, Chapter IV of the Contract, “Party B shall pay RMB 2 millions
as initial payment to Party A after signing this Contract”, both Parties
agree that, Party B shall pay RMB 1 million as of May 13, and another RMB
1 million payable after two weeks.
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|
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3.
|
Regarding
Clause 4, Article 8, Chapter 4, upon completion of the acquisition, Party
A agrees to transfer 80% shares of Chengyu and Yuying to Party B. Party A
shall not transfer aforesaid shares to others unless Party B waives its
priority right to acquire shares.
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|
|
4.
|
Regarding
Article 2, Chapter 2 of the Contract, after signing the Contract and the
transfer fees has been paid to Party A, Party A shall not transfer
Beijisong’s share to any third party before the change of industrial and
commercial registration within the valid term of the
Contract.
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25
|
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5.
|
Upon
signing the Contract and the completion of the payment, Party A shall
arrange financial auditing and assets appraisal of Beijisong by qualified
organization within 10 days to finalize the transaction
price.
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|
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6.
|
During
the procedure of auditing and appraisal, Party B shall designate people to
participate in such procedure.
|
|
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7.
|
Before
Party B takes over Beijisong, Party A shall designate specific people who
are responsible for operation and management of Beijingsong in
transitional period. During such period, Party A shall not conduct any
activates that would have adverse impact on Party B, including but not
limited to transfer, sell, increase debts, cause contingent liability or
shift Beijisong’s right and interest to other
Party(ies)
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|
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8.
|
Party
A shall undertake that Beijisong has operated normally before Party B pays
off all the transfer fees pursuant to the Contract.
|
|
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9.
|
During
two months after Party B fulfills its obligation to pay the transfer
price, Party A shall be responsible for coordination with the upper
Forestry Bureau for administrative support. If there is any insufficiency
of the raw materials provided by Party A to Beijisong, “No.3 North Bureau”
shall supply the balance.
|
Matters
not covered in this agreement shall be resolved through consultation by both
Parties.
Party A:
Tuqiang Forestry Bureau (seal)
Party B:
Liaoning Shengsheng Biotechnology Co., Ltd. (seal)
May 13,
2009
26