Equity Transfer Agreement, dated as of September 2, 2006
English translation of the executed copy
The Equity Transfer Agreement Regarding
Beijing Sunshine Bio-product Sales Company Limited
Entered Into Between
Shenyang Sunshine Pharmaceutical Company Limited
EQUITY TRANSFER AGREEMENT
THIS AGREEMENT is entered into between the following parties in Shenyang on September 2, 2006:
Shenyang Sunshine Pharmaceutical Company Limited
Legal Address: No. 3 A1, Road 10, Shenyang Economy & Technology Development
Legal Representative: Dan Lou
Party B: Dongmei Su
Identity Card Number: 2201041970011011543
||Party A is company with limited liability established and validly existing according to the laws of the Peoples Republic of China (hereinafter the PRC), which is
legally holding 45% equity of Beijing Sunshine Bio-product Sales Company Limited (hereinafter the Beijing Sunshine); |
||Party B is a legitimate Chinese citizen with complete civil right and civil action capabilities, who is legally qualified to acquire the equity of Beijing Sunshine according to
relevant laws; |
||Beijing Sunshine is a company with limited liability incorporated and validly existing in Beijing according to the laws of the PRC, which is mainly engaged in the technology
development, technology transfer, technology consultation, technology services of bio-pharmaceuticals; the sale of developed products (excluding non-patented products), medical equipment, chemical products, bio-products, extracorporeal diagnosis
reagent; information consultation (excluding intermediary engagements); and the provision of labor services on commission basis. Its registered capital is RMB 1.01 million, which is fully paid up, with Party A and Shenyang Keweier Advanced
Technology Co., Ltd. as existing shareholders, and its equity is held as to 45% by Party A, 55% by Shenyang Keweier Advanced Technology Co., Ltd.; |
||Party A agrees to transfer and Party B agrees to acquire the Subject Equity according to the stipulated terms and conditions hereof. |
Accordingly, Party A and Party B reach an agreement as follows:
Unless otherwise provided or stipulated in the laws and regulations of the PRC, or in other legally binding rules, documents, orders or
notices, and in this Agreement, the terms and expressions hereof shall have the following definitions and meanings:
1.1 Subject Equity refers to the 45%
equity of Beijing Sunshine to be transferred by Party A to Party B according to this Agreement.
1.2 Effective Date of this Agreement refers to the day on
which this Agreement is signed by the Parties hereto.
1.3 Equity Transfer Completion Date refers to the day on which the Parties hereto complete relevant
registration procedures with the industrial and commercial administration in respect of the changes related to this equity transfer.
Article 2 Subject
2.1 Party A agrees to transfer, and Party B agrees to acquire the Subject Equity held by Party A together with all rights, interests, and
propositions in relation to the Subject Equity, as well as all rights entitled according to law.
2.2 Party A agrees that, with effect from the Equity
Transfer Completion Date, Party B shall forthwith enjoy and bear the rights and obligations in relation to the Subject Equity, whereas Party A shall no longer enjoy and bear the rights and obligations in relation to the Subject Equity.
Article 3 Transfer Price
3.1 As agreed after consultation by
Party A and Party B, the price for the transfer of the Subject Equity is ascertained to be RMB 454,500, which is equivalent to the capital contribution made by Party A;
3.2 The Parties hereto agree that Party B shall settle the transfer price in RMB, the specific payment method of which is that it shall be fully paid up within 6 months from the Effective Date hereof.
Article 4 Equity Transfer Timing
The Parties hereto agree to complete registration procedures with the industrial and commercial administration in respect of the changes related to this equity transfer within 30 days from the Effective Date hereof.
Article 5 Validity
This Agreement shall take effect
from the day on which it is signed by the Parties hereto.
Article 6 Confidentiality
Unless otherwise expressly provided or required by relevant laws and regulations of the PRC, or by relevant articles of association of the company, without the consent of the other party, no party shall, before the
completion of the transaction contemplated hereof, disclose any content hereof to any third party other than the parties involved in such transaction.
Article 7 Default Liability
The Parties hereto shall abide by all stipulations hereof. In case the behavior of either party causes losses
(including economic losses and expenses) of the other party, the defaulting party shall compensate the non-defaulting party fully and adequately.
Article 8 Settlement of Disputes
Any dispute over this Agreement arisen in the performance of the same shall be settled by the Parties
hereto through friendly consultation or mediation. In case the dispute cannot be settled through consultation, either party may, in respect of the dispute, file a lawsuit with a court of competent jurisdiction for settlement.
Article 9 Open Terms of this Agreement
The Parties hereto agree
that, after signing this Agreement, any open terms hereof are subject to further negotiation and a supplementary agreement. Such supplementary agreement shall form an integral part of this Agreement and shall be of the same legal effect.
Article 10 Miscellaneous
||Without the written consent of the other party, no party shall transfer its rights and obligations hereunder to a third party. |
||The original hereof is made in triplicate, with the Party A, Party B and Beijing Sunshine each retaining one copy thereof, respectively. Each original shall be of the same legal
Party A: Shenyang Sunshine Pharmaceutical Company Limited
Authorized Representative: /s/ Dan Lou (affixed with the company seal of Shenyang Sunshine Pharmaceutical Company Limited)
|Party B: Dongmei Su|
/s/ Dongmei Su