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As Of Filer Filing For·On·As Docs:Size Issuer Agent 11/16/07 Xinyuan Real Estate Co., Ltd. F-1 38:8.9M RR Donnelley/FA |
Document/Exhibit Description Pages Size 1: F-1 Registration Statement of a Foreign Private Issuer HTML 2.84M 2: EX-1.1 Form of Underwriting Agreement HTML 219K 3: EX-3.1 Amended and Restated Memorandum and Articles of HTML 159K Association 4: EX-4.2 Specimen Certificate for Common Shares HTML 22K 5: EX-5.1 Opinion of Maples and Calder Regarding the HTML 32K Validity of the Common Shares 6: EX-10.1 2007 Equity Incentive Plan HTML 79K 15: EX-10.10 Amended and Restated Shareholders Agreement, Dated HTML 260K as of October 31, 2007 16: EX-10.11 Amended and Restated Warrant, Dated as of August HTML 85K 28, 2007 17: EX-10.12 Amended and Restated Warrant, Dated as of August HTML 86K 28, 2007 18: EX-10.13 Burnham Warrants Holders Letter Agreement, Dated HTML 29K April 9, 2007 19: EX-10.14 Credit Agreement, Dated as of December 7, 2006 HTML 154K 20: EX-10.15 Share Purchase Agreement, Dated as of November 18, HTML 184K 2006 21: EX-10.16 Securities Purchase Agreement, Dated as of August HTML 307K 22, 2006 7: EX-10.2 2007 Long Term Incentive Plan HTML 93K 22: EX-10.21 English Translation of the Joint Venture Contract HTML 50K of Zhengzhou Jiantou Xinyuan 23: EX-10.22 English Translation of Financial Consulting HTML 44K Services Agreement 24: EX-10.23(A) English Translation of the Share Transfer HTML 29K Agreement 25: EX-10.23(B) English Translation of the Share Transfer HTML 28K Agreement 26: EX-10.24(A) English Translation of the Share Transfer HTML 27K Agreement 27: EX-10.24(B) English Translation of the Share Transfer HTML 28K Agreement 28: EX-10.25 English Translation of the Share Transfer HTML 27K Agreement 29: EX-10.26(A) English Translation of the Share Transfer HTML 28K Agreement 30: EX-10.26(B) English Translation of the Share Transfer HTML 28K Agreement 31: EX-10.27(A) English Translation of the Share Transfer HTML 24K Agreement 32: EX-10.27(B) English Translation of the Share Transfer HTML 24K Agreement 33: EX-10.28 English Translation of the Share Transfer HTML 17K Agreement 8: EX-10.3 Form of Securities Purchase Agreement, Dated as of HTML 236K April 13, 2007 9: EX-10.4 Indenture Regarding the Guaranteed Senior Secured HTML 636K Floating Rate Notes Due 2010 10: EX-10.5 Warrant Agreement, Dated as of April 13, 2007 HTML 217K 11: EX-10.6 Indenture Regarding the 2% Guaranteed Convertible HTML 889K Subordinate Notes Due 2012 12: EX-10.7 Equity Registration Right Agreement, Dated as of HTML 106K April 13, 2007 13: EX-10.8 Voting Agreement, Dated as of April 13, 2007 HTML 33K 14: EX-10.9 Share Exchange and Assumption Agreement, Dated as HTML 163K of April 9, 2007 34: EX-21.1 Subsidiaries of Xinyuan Real Estate Co., Ltd HTML 18K 35: EX-23.1 Consent of Ernst & Young Hua Ming HTML 14K 36: EX-23.4 Consent of American Appraisal China Limited HTML 16K 37: EX-99.1 Code of Business Conduct and Ethics of Xinyuan HTML 65K Real Estate Co., Ltd 38: EX-99.2 Non-Competition Covenant and Agreements, Dated HTML 48K April 13, 2007
English translation of the share transfer agreement |
Exhibit 10.27(b)
Share Transfer Agreement
This agreement was signed by each party in Zhengzhou on August 7, 2006
Party A: Yang Yuyan
Identification Number: 410105631014102
Party B: Xinyuan Real Estate (Henan) Development Co., Ltd.1
Address: Jingkai fifth Avenue No. 129, Economic and Technology Development Zone, Zhengzhou City
Legal Representative: Zhang Yong
Party C: Henan Xinyuan Real Estate Co., Ltd.
Address: Xinyuan Road No. 18, Xinyuan Mingjia Building 43, Zhengzhou City
Legal Representative: Zhang Yong
Whereas:
1. Party C is a limited liability company operating lawfully and established in accordance with Chinese law under the legal entity business license no.: 4100002002197. The current scope of business consists of: real estate (licensed) and the development of complete services and facilities, sales. Housing leases (licensed).
2. Party A lawfully owns 20% of Part C’s shares;
3. Party A intends to transfer its ownership of 20% of Party C’s shares to Party B; Party B has agreed to receive Party A’s transfer of 20% of Party C’s shares in accordance with this agreement;
4. Party B and Party C, in accordance with the internal management procedures of their respective companies, have each duly received the authorization and permission regarding this share transfer;
1 | Xinyuan Real Estate (Henan) Development Co., Ltd. is the previous name of Xinyuan (China) Real Estate, Ltd. |
On the basis of the aforementioned, Party A and Party B have amicably negotiated the aforementioned transfer of the Party C shares held by Party A to Party B with each party agreeing to the following articles
Article 1. Share transfer price, payment period and method
1.1 Party A agrees to transfer shares its ownership of 20% of Party C’s shares to Party B at a price of Renminbi 4,000,000.00; Party B agrees to receive the share transfer at the aforementioned price.
1.2 Party B agrees to abide by the following deadline and payment method for the aforementioned share transfer costs: within three months from the day this agreement is signed, the aforementioned share transfer costs must be paid in cash in a single installment.
Article 2. Promises and guarantees
2.1 Party A hereby guarantees full ownership of the aforementioned shares it intends to transfer to Party B with effective disposition and assurance that the shares have no encumbrances and are immune from third party recovery, or else Party A shall be responsible for all economic losses incurred by Party B there from.
2.2 Party B guarantees to pay the share transfer costs in the manner agreed upon in this agreement.
Article 3. Liability for breach of contract
Upon this agreement becoming effective, each party must conscientiously fulfill its obligations. If any party does not properly and completely fulfill its obligations, it shall be liable for the compensation of the damages to the abiding party.
Article 4. Dispute resolution
Any disputes that arise between the parties in the process of fulfilling the obligations of this agreement must be resolved through amicable negotiation. If agreement cannot be reached, any party may take legal action in a court of jurisdiction.
Article 5. Modifying, suspending or terminating the agreement
Each party may negotiate to modify, suspend or terminate this agreement under the following circumstances:
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1. Parties are unable to fulfill the obligations of this agreement due to force majeure.
2. Each party comes to agreement via negotiation.
3. Other circumstances as stipulated by law.
Article 6. Share transfer fees
The fees relevant to the aforementioned share transfer (such as notarial charges, stamp taxes) shall be the responsibility of the individual parties.
Article 7. Supplementary articles
7.1 This agreement shall take effect after the authorized representative from each party has signed and affixed an official seal.
7.2 This agreement consists of two originals with each party retaining one original, all of which have the same legal effect.
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Party A: Yang Yuyan
Party B: Xinyuan Real Estate (Henan) Development Co., Ltd.
Authorized Representative: Zhang Yong
[Seal] Xinyuan Real Estate (Henan) Development Co., Ltd.
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4 | Signatory page |
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This ‘F-1’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 11/16/07 | None on these Dates | ||
8/7/06 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/15/24 Xinyuan Real Estate Co., Ltd. 20-F 12/31/23 130:33M Toppan Merrill/FA 5/30/23 Xinyuan Real Estate Co., Ltd. 20-F 12/31/22 132:35M Toppan Merrill/FA 7/29/22 Xinyuan Real Estate Co., Ltd. 20-F 12/31/21 132:36M Toppan Merrill/FA 3/08/22 Xinyuan Real Estate Co., Ltd. 20-F 12/31/20 136:33M Toppan Merrill/FA |