Equity Transfer Agreement Summary English Translation
EXHIBIT
10.13
Summary English
Translation
Transferor:
Changchun Yongxin Dirui Medical Co., Ltd. (“Party A”)
Address:
2152 ▇▇▇ ▇▇▇▇ Rd., ▇▇▇ ▇▇▇▇ District, Changchun, Jilin Province,
People’s Republic of China
Legal
Representative: ▇▇▇▇▇▇▇ ▇▇▇
Title:
President
Transferee:
Shi ▇▇▇ ▇▇▇ (“Party B”)
Jilin
Dingjian Natural & Health Products Co., Ltd. (the “Company”) was
incorporated in the city of Changchun, Jilin Province, on May 15, 2007. The
Company was jointly invested by Party A and ▇▇▇▇▇▇▇ ▇▇▇▇, an individual, with a
total registered capital of RMB One Million, among which Party A contributed RMB
900,000 and thereby owns 90% of all shares of the Company. As of November 30,
2009, the Company has an accumulated loss of RMB 1,320,000 and a net asset of
RMB 320,000. Party A agrees to transfer to Party B and Party B agrees to accept
all shares of Jilin Dingjian Natural & Health Products Co., Ltd. owned by
Party A. The board of directors of both parties have given consent to the share
transfer and Party A agrees to waive its right of first refusal as resolved by
its board meeting and shareholder meeting. Pursuant to the Corporate
Law of the People’s Republic of China and the Contract Law of the People’s
Republic of China, the parties hereby enter into the following
agreement:
|
I.
|
Party
A agrees to transfer to Party B and Party B agrees to accept all shares of
the Company owned by Party A.
|
|
II.
|
Share
Transfer
|
|
|
1.
|
Party
A shall transfer all of its 90% ownership of the Company to Party
B.
|
|
|
2.
|
Upon
the execution of this Agreement, Party B shall become the 90% owner of the
Company.
|
|
|
3.
|
The
parties shall work together to change the Company’s business registration
with the authority of business registration within 30 business days after
the execution date.
|
|
|
4.
|
Party
A shall hand over the Company to Party B’s management and operation within
2 days after the change of business registration is
completed. At the same time, Party A shall deliver all of the
Company’s assets, corporate seals, properties and documentations related
to the Company’s technology, business, financial matter and property to
Party B.
|
III.
Party A shall guarantee that Party A has the full rights on the shares of the
Company to be transferred to Party B and such shares are free from any pledge,
litigation, arbitration, seal or claim; otherwise, Party A shall bear
all monetary and legal responsibilities incurred therefrom.
IV.
Division of Rights and Liabilities
|
|
1.
|
After
the share transfer, Party B shall be entitled to the profit, risk and loss
of the Company in proportion to its ownership of the Company’s
shares.
|
|
|
2.
|
Party
B can claim damage from Party A if Party B is rendered subject to any debt
incurred before the share transfer as a result of Party A’s failure to
notify Party B of such debt.
|
|
|
3.
|
Before
the share transfer is complete, Party A shall be subject to any debt
incurred before the share transfer unless agreed otherwise in this
Agreement.
|
V. Breach
of Agreement
|
|
1.
|
Upon
the execution of this Agreement, any party shall be liable under the law
and this Agreement if the party breaches the terms and conditions of the
Agreement.
|
|
|
2.
|
If
Party B is unable to complete the change of business registration or the
transfer of business, or to realize the purpose under this Agreement due
to the fault of Party A, Party A shall compensate Party B for all damages
and losses.
|
|
|
3.
|
Party
A shall keep confidential any information on the Company’s customer,
business and trade secrets that Party A has obtained and shall not
disclose to any third party or use for its own
benefit.
|
VI.
Amendment or Cancellation of the Agreement
The
parties may amend or cancel the Agreement through consultation between both
parties. The amendment or cancellation must be made by executing an amendment
agreement or cancelation agreement by both parties.
VII.
Fees
Party B
shall pay all the fees and expenses generated in the process of share transfer,
such as fees for notary, capital assessment, auditing and change of business
registration.
VIII.
Change of Business Registration
Party B
shall process and pay for the change of business registration of the Company.
Party A shall assist Party B with the change of business
registration.
IX.
Resolution of Dispute
Any
dispute arising from the Agreement shall be resolved by consultation between
both parties. If no resolution can be reached through consultation, any party
may bring lawsuit in a court with proper jurisdiction.
X.
Effectiveness
This
Agreement shall become effective upon execution by both parties.
XI. This
Agreements is executed in four duplicates. Each party holds one duplicate. The
other duplicates shall be filed with appropriate government authority or be
submitted for inspection.
Transferor:
Changchun Yongxin Dirui Medical Co., Ltd. (stamp)
Transferee:
Shi ▇▇▇ ▇▇▇ (signature)
November
21, 2009