Pre-Effective Amendment to Registration of Securities by a Small-Business Issuer — Form SB-2 Filing Table of Contents
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1: SB-2/A Pre-Effective Amendment to Registration of HTML 1.22M
Securities by a Small-Business Issuer
8: EX-10.10 Material Contract HTML 79K
9: EX-10.11 Material Contract HTML 26K
10: EX-10.12 Material Contract HTML 75K
2: EX-10.2 Material Contract HTML 119K
3: EX-10.5 Material Contract HTML 171K
4: EX-10.6 Material Contract HTML 16K
5: EX-10.7 Material Contract HTML 61K
6: EX-10.8 Material Contract HTML 76K
7: EX-10.9 Material Contract HTML 32K
11: EX-23.1 Consent of Experts or Counsel HTML 8K
No.
506 Block B, Yingdali Digital Park, Hongmian Road
Futian
Free Trade Zone, Shenzhen, Guangdong
Transferor:
ID No.: Address:
Hui
Xiaobing
110105531204181
30-D,
Yinhu Jinbiyuan, Shenzhen, Guangdong
Transferee:
Allied
Moral Holdings Limited
Authorized
Representative:
Registered
Place: Address:
Huang
Jian
British
Virgin islands (BVI)
P.O.
Box 957, Offshore Incorporation Center, Road Town,
Tortola,
British Virgin Islands
Whereas:
1. Tibet
Changdu Shengfeng Industry Development Co., Ltd. (“Tibet
Changdu”),
a
limited liability company which legally established on November 30, 2004 and
duly existing;
2. The
Transferors legally owns RMB50 million capital contribution in Tibet Changdu
(“Designated
Contribution”
hereunder), which is 100% registered capital of Tibet Changdu;
3. The
Transferors agree to transfer to the Transferee the Designated
Contribution.
After
friendly consultations, Transferors and Transferee hereby execute this capital
contribution transfer agreement (“Agreement”hereunder)
upon matters related to the transfer of the Designated
Contribution.
Article
1.Warranties
and Representations of the Parties
1. The
Transferors hereby warrant and represent as follows:
(1)
the
Transferors has full legal right, approval and authority to execute
this
Agreement and to perform its obligations
hereunder;
(2)
the
execution and performance of this Agreement do not and will not violate
any other legitimate obligations assumed by
Transferors;
(3)
the
Designated Contribution was legally acquired by the Transferors,
free from
any pledge or encumbrance;
(4)
no
any third party claims any rights on Designated
Contribution.
1
2. The
Transferee hereby represents and warrants that:
(1)
the
Transferee has full legal right, approval and authority to execute
this
Agreement and to perform its obligations
hereunder;
(2)
the
execution and performance of this Agreement do not and will not violate
any other legitimate obligations assumed by
Transferee.
Article
2.Transfer
of Designated Contribution
1. In
accordance with the terms and conditions of this Agreement, the Transferors
agree to transfer to Transferee the Designated Contribution held by Transferors
in Tibet Changdu, and Transferee agrees to acquire such Designated Contribution
transferred by Transferors under the terms and conditions
hereunder.
2. After
the
transfer of the Designated Contribution, Transferor shall no longer have any
equity investment in Tibet Changdu.
Article
3.Transfer
Price and Its Payment
1. The
Transfer Price for the Designated Contribution shall be RMB50 million. The
Transferee shall bear its duties and obligations in Tibet Changdu proportionate
to the actually paid up contribution.
2. Transferor
shall pay up the Transfer Price within 180 days since the day of
approval.
Article
4.Registration
Procedures and Fees for Transfer
1. After
the
Transferee's acquisition of the Designated Contribution, Tibet Changdu shall
become a wholly foreign-owned enterprise. Transferors shall urge and cause
Tibet
Changdu to properly finish the procedures for Designated Contribution's approval
and modification within 20 business days since the effective day of this
Agreement.
2. Fees
for
undertaking the procedures for the Designated Contribution's approval and
modification shall be borne by Tibet Changdu.
Article
5.Special
Agreements
1. After
modification registration procedure for the Designated Contribution has been
completed and the Transfer Price has been fully paid up by Transferee, the
shareholder's rights and obligations in Tibet Changdu originally enjoyed and
borne by Transferors for the Designated Contribution shall be completely assumed
by Transferee accordingly.
2. The
Transferee shall guarantee that after the transfer of the Designated
Contribution, the recruitment, engagement, dismissal, salary, welfare and other
matters related to the employees of Tibet Changdu shall be still governed by
Chinese Laws and the company regulations of Tibet Changdu. The Transferee should
not intervene by any way into the management of employment of Tibet
Changdu.
2
3. The
Transferee shall guarantee that after the transfer of the Designated
Contribution, Tibet Changdu shall undertake its already existing credits and
debts.
Any
party
in violation of the provisions of this agreement shall compensate for all
economic losses induced to the other party who has fulfilled its
obligations.
Article
7.Applicable
Law and of Dispute Settlement
1. This
agreement shall be governed by Chinese Laws.
2. All
disputes under this Agreement, if not settled through friendly negotiation,
the
dispute shall be submitted for arbitration under the auspices of Shenzhen
Arbitration Committee in accordance with its arbitration rules.
Article
8.Effectiveness
and Miscellaneous
1. This
Agreement shall be executed on the date of the signing and sealing by the
Transferors and the signing of the authorized representatives by the Transferee
respectively.
2. This
Agreement shall be executed in 8 counterparts, two shall be kept by the parties,
one shall be kept in the archives of Tibet Changdu, one for record at the
registration department of relevant administration for industry and commerce
of
China, the rest shall be submitted to the approval authority.
