Unofficial English Translation Hulunbeier Beixue Dairy Co., Ltd. (Transferor) AND Harbin Tengshun Technical Development Co., Ltd. (Transferee) EQUITY TRANSFER AGREEMENT DATED February 5, 2010
Exhibit
99.2
Unofficial
English Translation
Hulunbeier
Beixue Dairy Co., Ltd.
(Transferor)
AND
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ Technical Development Co., Ltd.
(Transferee)
_______________________________________________________
___________________________________________________
DATED
February 5, 2010
THIS
EQUITY TRANSFER AGREEMENT (this “Agreement”) is made on February 5,
2010,
BETWEEN
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(1)
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Shareholders
of Hulunbeier Beixue Dairy Co.,
Ltd.
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▇▇▇▇ ▇▇▇▇▇▇ is a Chinese resident. ID No.
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.
Address:
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇.
ZHANG Honghai is a Chinese resident. ID
No.
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.
Address:
1 Village ▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ City,
Inner Mongolia Autonomous Region, China.
(Hereinafter
collectively called
“Transferors”)
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(2)
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Haerbin
Tengshun Technical Development Ltd., Co is a company incorporated in and
under the PRC laws and having its registered office at ▇▇. ▇, ▇▇▇,
▇▇▇▇▇▇▇▇ Building, No. 380 Changjiang Road, Nangang Jizhong District,
Haerbin Development Zone, China (Hereinafter called
“Transferee”).
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RECITALS
WHEREAS
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1.
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Hulunbeier
Beixue Dairy Co., Ltd. (hereinafter called “Beixue Dairy”) is a limited
liability company duly established by the Transferors. Beixue Dairy was
established on March 28, 2007. Its Business License Number is
152128000000442. Its registered address is Nihe Town, Ewenkeqi, China. Its
registered capital is RMB1,
000,000.
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2.
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The
Transferors are the shareholders of Beixue Dairy and own 100% equities in
Beixue Dairy, among which ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇ hold 51% equities
and 49% equities respectively (hereinafter called “Transfer Share”)
.
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3.
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The
Transferors desire to transfer the Transfer Share to the Transferee on the
terms and conditions set out in this
Agreement.
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NOW, THEREFORE, in
consideration of the premises and the mutual covenants set forth herein, the
Parties do hereby agree as follows:
Article
1 Share Transfer
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1.1
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Subject
to the terms and conditions herein, the Transferors shall transfer its
100% equities in Beixue Dairy to the Transferee and the Transferee agrees
to such transfer.
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1.2
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When
transferring, all the rights, interest, certificates and proceeds arising
from or in connection with Transfer Share shall be transferred to the
Transferee concurrently.
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Article
2 Transfer Price and Payment
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2.1
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Transfer
Price: as one part of consideration for the Transfer Share hereunder,
Transferee agrees to pay RMB 1,000,000 to
Transferor.
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2.2
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As
other part of consideration, Transferee agrees to transfer 1,000,000
shares of Common Stock in the parent company of Transferee to the parties
designated by Transferor.
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Article
3 Closing
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3.1
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The
consummation of Share Transfer hereunder (hereinafter called “Closing”)
shall be subject to the following
requirements:
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（1）
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The
executive director of Beixue Dairy has adopted the resolution, approving
Share Transfer hereunder and the amendment to the Articles of
Association;
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（2）
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Beixue
Dairy has completed the registration procedures for modification with
respect to the Share Transfer hereunder and has obtained the new Business
License.
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3.2
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At
the closing, the Transferors shall deliver to the Transferee (1) the
resolutions on the approval of the Share Transfer hereunder and the
amendment to the Articles of Association made by the executive director of
Beixue Dairy; (2) The Articles of Association after the amendment; (3) New
Business License of Beixue Dairy.
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3.3
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After
the Transferors deliver to the Transferee all the documents stipulated in
Article 3 and the payment has been made, the Closing shall be deemed as
consummation.
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Article
4 Representations and Warranties of Transferors
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4.1
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Beixue
Dairy is a company duly established according to the PRC laws and
regulations and has obtained all the necessary approvals for the
establishment.
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4.2
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The
execution of this Agreement and the exercises of the rights and the
performance of the obligations hereunder by the Transferors in accordance
with the provisions of this Agreement does not and will not
contravene:
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1.
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Any
laws, rules and regulations applicable to or imposed upon the
Transferors;
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2.
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Any
document or contract to which the Transferors was a Party, or having
binding effect on the Transferors or any of its
assets;
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3.
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Any
documents having legally binding effect on the Transferor which contains
any undertakings with a binding effect on the Transferors, nor prejudice
any lawful rights of any other third
parties.
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4.3
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All
the documents and materials provided by the Transferors shall be true,
correct and complete. The Transferors shall be liable for all the legal
liabilities arising from concealing and
falsehood;
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4.4
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After
the execution of this Agreement, the Transferors will, according to this
Agreement, procure Beixue Dairy to amend its Articles of Association
pursuant to its provisions stipulated in the Articles of
Association.
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4.5
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After
the execution of this Agreement, the Transferors will, according to this
Agreement, procure Beixue Dairy to adopt the resolution on the approval of
the Share Transfer herein.
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Article
5 Representations and Warranties of the Transferee
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5.1
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The
Transferee is a company duly established and validly existing under the
PRC laws and regulations.
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5.2
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All
consents, approvals and authorizations necessary for the execution of this
Agreement have been duly and lawfully obtained. The performance and
execution of this Agreement hereunder by the Transferees in accordance
with the provisions of this Agreement does not and will not contravene any
documents or contracts binding on the
Transferee.
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5.3
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The
Transferee will make the full payment hereunder on time according to the
terms and conditions hereunder.
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Article
6 Tax and Expenses
Each
party shall be liable for its own expenses and costs arsing from or in
connection with the Share Transfer hereunder, including but not limited to tax,
legal, financial and auditing fees.
Article
7 Exhibit
All the
exhibits hereto shall be an integrate part of this Agreement.
Article
8 Governing Law and Settlement of Disputes
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8.1
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This
Agreement shall be governed by the laws of People’ Republic of
China.
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8.2
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In
the event of and dispute with respect to the construction and performance
of this Agreement, the parties shall first negotiate to resolve the
dispute. In the event the Parties fail to reach an agreement, the parties
may submit the dispute to a competent People’
Court.
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Article
9 Breach of Agreement
Any
failure of the performance of all or any parts of this Agreement by any Party
hereto, any false and omission of representations and warranties made by any
Party hereto or any breach of representations and warranties hereunder shall
constitute the breach of this Agreement. The defaulting party shall be liable
for all the damages suffered by the non-defaulting party.
Article
10 Effectiveness
This
Agreement is executed on the date blow and shall take effect as of such
date.
Article
11 Amendments
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11.1
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The
parties hereto may reach the supplement contracts upon the negotiation.
The supplement contract shall have the same legal effect as this Agreement
and shall be an integrate part of this
Agreement.
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11.2
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No
amendment of this Agreement shall occur unless the parties hereto agree to
do so and the amendment shall be made in
writing.
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Article
12 Miscellaneous
The
invalidity, illegality and unenforceability of any provision of this Agreement
shall not affect the validity, legality or enforceability of any other
provisions of this Agreement.
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this page intentionally left blank）
IN
WITNESS WHEREOF, the Parties have executed
this Agreement on the date first above written.
Transferors：
/s/ ▇▇▇▇
▇▇▇▇▇▇
Signature（Seal）:
▇▇▇▇
▇▇▇▇▇▇
/s/ ZHANG
Honghai
Signature（Seal）
ZHANG
Honghai
Transferee：
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Technical Development Co., Ltd.
（Seal）
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ Technical Development Co., Ltd.
Legal
Representative: ▇▇▇▇, ▇▇▇▇▇▇