Shares Transfer Agreement of Zhejiang Hongzhan New Materials Co., Ltd.
Exhibit
10.2
Shares
Transfer Agreement of Zhejiang Hongzhan New Materials Co., Ltd.
Party A:
Lizhan Resourses Recycling Technology Development Company Limited
Address:
▇▇▇▇ ▇▇▇, ▇/▇,
▇▇. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇, Kowloon, Hongkong
Legal
representative: ▇▇▇ ▇▇▇▇▇▇▇▇ Position: chairman of the board Nationality:
Chinese
Party B:
Eminent Benefit Holdings Limited
Address:
▇▇▇ ▇▇▇▇▇'▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ (Room 2208 22/F ▇▇ ▇▇▇▇▇
House)
Legal
representative: ▇▇▇▇▇ ▇▇▇▇▇ Position: chairman of the
board Nationality: Chinese
Party C:
▇▇▇▇▇ ▇▇▇▇▇ ID card No.: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇
Based on
the principle of equality, mutual benefit and equal price, through friendly
consultation, with regard to the matter of transferring 13% of the shares of
Zhejiang Hongzhan New Materials Co., Ltd. (hereinafter referred to as the
“company”) held by Party A to Party B, the Parties hereby agree as
follows:
I.
Number of Shares Transferred and Transfer Price
Party A
is willing to transfer 13% of the shares of the company to Party B at USD
650,000. Party B agrees to accept the above shares according to the terms
herein.
II.
The Completion Date and Means of Share Transfer
The share
transfer shall be completed on the date of this share transfer agreement taking
effect. Party B shall make a lump sum payment to Party A in cash within one
month of being approved by the original approving authority and registering
changes with the industrial and commercial administration.
III.
Rights and Responsibilities of Transferor and Transferee
Party A
warrants that the property right of the shares transferred to Party B is clear
and there is no mortgage, pledge, lien or other security interests or
restrictive measure of seizure, freezing etc on the shares. Party A has the
complete disposal right to the shares transferred. Otherwise all the liabilities
caused shall be borne by Party A.
Party B
is willing to purchase the above shares transferred by Party A and agrees to
bear and enjoy relevant liabilities, rights and benefits according to the
Company Law of the People’s Republic of China and the Articles of Associations
of the company.
Party B
shall provide the necessary documents of its identification certificate etc
within two days of signing of this agreement to the company for handing the
registration change.
IV.
Liability for Breach of Contract
In case
the agreement can not be performed or fully performed due to one party’s fault,
the party with the fault shall bear the liability for breach; if it is due to
the fault of the two parties, Party A and Party B shall bear their share of
liability according to the actual circumstances.
V.
Governing Law and Dispute Resolution
This
Agreement shall be governed by the laws of the People’s Republic of China. In
case of any disputes arising from this agreement, they shall first be resolved
through consultation by all parties. If they cannot be resolved through
consultation, the parties can submit for arbitration or legal
proceedings.
VI.
Alteration and Cancelation of the Agreement
The
alteration of this agreement shall only become effective through written
alteration agreement signed by both Party A and Party B as well as the approval
of the original approving authority. If any party gravely breaches this
agreement, the agreement abiding party is entitled to apply to the original
approving authority for terminating the agreement.
VII.
Effectiveness of the Agreement
The
agreement shall become effective after being signed by Party A and Party B and
the altered certificate for foreign invested enterprises being approved and
issued by the original approving authority.
VIII.
Date and Venue of the Agreement
The
agreement is made on the 8th of
February, 2010 at the office of the company in Tongxiang, Zhejiang,
China.
IX.
Collateral Condition
Party B
and Party C warrant the transfer of the three patents of base fabric of
collagenous fiber restored leather and its processing method (application No.:
200410097268.8, application has been accepted), a kind of liquid opening and
scutching machine (patent for invention No.: ZL200610035347.5, patent has been
approved) and a kind of punlace fabric and its processing method(application
No.: 200710003092.9, application has been accepted) and related materials held
by ▇▇▇▇▇ ▇▇▇▇▇ to Zhejiang Hongzhan New Materials Co., Ltd. without any
condition and guarantee the effective use in its production. Otherwise Party A
is entitled to regain the above shares at the price provided in Article I at any
time.
X.
Miscellaneous
This
agreement shall have five originals. Each party shall hold one copy. The company
shall keep one copy and submit one cope each to the approving authority and
registration authority.
Signature
for and on behalf of Party A:
Lizhan
Resourses Recycling Technology Development Company Limited (seal)
February
8, 2010
Signature
for and on behalf of Party B:
Eminent
Benefit Holdings Limited
February
8, 2010
Signature
of Party C: ▇▇▇▇▇ ▇▇▇▇▇
February
8, 2010