Exhibit 10.19
Assets Purchase Agreement
Date: November 24, 2004
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Assets Purchase Agreement
This Agreement
is made and entered
into on November
24, 2004 in Tai'an
City,
People's Republic of
China (hereinafter
referred to as "PRC"),
by and between
the following parties:
Seller:
Shandong Shengda
Nanomaterials Co., Ltd
(hereinafter referred to
as "Party A")
Legal
address: Daiyue Economic Zone, Tai'an City;
Purchaser:
Singapore Eastern
Nanomaterials Holdings
Pte Ltd (hereinafter
referred to as "Party B")
Legal
address: No.9, Laifushi Fang, Republic Building, Singapore
WHEREAS:
1. Party A
is a limited liability
company duly
organized, validly
existing
and in
good standing under the laws of the P.R.C, which legally holds all
the
property rights of the transferred assets;
2. Party B
is a private limited
liability company duly
organized,
validly
existing
and in good standing under the laws of Singapore;
3. The
shareholders'
meeting of Party A has
passed a resolution,
approving
the
transfer of assets under this Agreement; 4. After friendly
negotiation, Party A and Party B reach a common agreement to
cooperate and
coordinate
with each other to guarantee the successful and smooth transfer
of the
assets.
In consideration
of the recitals and of the respective covenants,
representations, warranties and agreements herein contained, and
intending to be
legally bound hereby, the parties hereto hereby agree as
follows:
Article 1:
Definition
Except as otherwise
referred to, the following terms in this Agreement have the
meanings as follows:
1.
Transferred Assets: Assets of Party A used for business operation.
For the
detailed
list, see Attachment 1 of the Agreement for the Assets Appraisal
Report.
2.
Effective Date
of the Transfer: Date when all the conditions for
effectiveness listed in Article 5 of the Agreement have been
fulfilled.
3. Base
Appraisal Date: September 30, 2004
4. Assets
Appraisal Report:
Appraisal Statement made on the base
appraisal
date for
the transferred assets
listed in Attachment 1, which is produced
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by Tai'an
Zhongcheng Limited Liability Certified Public Accounts' Firm
and
confirmed
by Mr. Guo Yingchun, a Certified Assets Appraiser in China.
Article 2 Transfer of
Assets
1.
According to the terms of this Agreement, Party A agrees to transfer the
transferred assets
to Party B in accordance with the terms in the
Agreement
on the Effective Date of the Transfer.
2. Party B
agrees to acquire the transferred assets from Party A pursuant
to
the terms
and conditions set forth in this Agreement.
3.
Starting from
the Effective Date of the Transfer set forth in this
Agreement,
Party B shall become the legal owner of the transferred assets,
enjoying
all the rights and assuming all the obligations related to the
transferred assets, while Party A shall not enjoy any right nor
assume any
obligation
related to the transferred assets, except as otherwise
prescribed
in this Agreement.
Party A shall
guarantee to go
through all
the legal
formalities,
including the change
of certificates of ownership
of the
relevant equipment and automobiles, insurance contracts and other
matters,
within thirty days from the Effective Date of the Transfer of
this
Agreement.
4. From
the Effective Date of the Transfer of this Agreement, Party B and
its
authorized
persons shall have the full power and
authority to take
over
the
transferred assets and to use them to do business operation or
dispose
of them in
a lawful manner.
Article 3
Transferred Assets
The parties hereby agree that, on the Base Appraisal Date, all the assets under
this Agreement that shall be transferred to Party B on the
Effective Date of the
Transfer are
listed in the Assets
Appraisal Report in Attachment 1 of this
Agreement. The
parties hereby confirm that, on the Effective Date of the
Transfer, Party A
shall transfer
all the aforementioned assets to Party B,
including all the movable facilities, factory workshops and other
buildings used
for production,
as well as all
the documents and materials related to or
attached to
the transferred assets, including all the business records,
accounting and
financial records,
operation records, statistics materials,
instruction manuals, maintenance instructions handbooks, training
manual, and so
on, that are related to or subordinate to the transferred assets, no matter
which form they are
recorded, being in a
written form or
computer software,
hardware, or other forms.
If the relevant business requires the approval from governmental
agencies or the
consent of a third party, the parties shall cooperate to obtain
such approval or
consent. If such
consent cannot be
obtained, all the
contracts or
agreements
signed by Party A with
customers before
the Effective Date of the Transfer
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("customer contracts")
shall be performed by Party A. If Party A cannot perform
such obligations set
forth in the customer
contracts as the relevant business
has been transferred
to Party B, Party A
shall entrust these
obligations
to
Party B, and pay corresponding costs and fees to Party B.
Article 4
Transfer Price, Time and Mode of Payment
1. The
parties hereby agree
that, according to the
appraisal value of the
transferred assets
recorded in the Assets Appraisal Report, the Transfer
Price
for the transferred assets in this Agreement amounts to RMB
forty-six
million six hundred forty-six thousand (46,646,000) yuan.
2. Party B
shall pay the Transfer
Price to Party A
according to the
former
item of
this Agreement within
ten working days from the Effective Date of
the
Transfer set forth in Article 5 of this Agreement.
3. The
parties hereby agree
that, if, from the
Base Appraisal
Date to the
Effective
Date of the
Transfer, the value of the transferred assets
increases
or decreases as a result of the constant business operation of
Party A,
Party A shall take
possession of the increased value or make up
for the
decreased value.
Article 5 Conditions
for the Effectiveness
1. The
transfer of the
transferred assets
under this Agreement shall become
effective
when the following conditions are fully fulfilled: both parties
put
official seals on this Agreement, together with the signatures of
the
legal
representatives or authorized representatives of both parties.
2. The
aforementioned
date when all the
conditions
are fulfilled is the
Effective
Date of the Transfer of this Agreement unless both parties
agree
otherwise.
Article 6
Representations, Warranties and Promises of Party A
Party A hereby makes the following Representations, Warranties and Promises to
Party B:
1. Party A
is a limited liability
company duly
organized, validly
existing
and in
good standing under the laws of the P.R.C and has all the
necessary
power and
authority to establish and perform all the responsibilities and
obligations
under this Agreement.
Once signed, this
Agreement has lawful
and
effective bounding effect on Party A. Party A's
action of entering
into
this Agreement with Party B shall not lead to breach
of any other
contracts,
its Articles of
association and founding documents as well as
any
applicable Chinese law and regulation.
2. Party A
has the lawful and absolute ownership and controlling right to
the
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transferred assets,
and has the
power to sign this Agreement and to
transfer
all or any part of the transferred assets, whereas such assets
or
any right
related to such
assets are free from
the restrictions
of any
priority
rights or the rights
of a third party.
After transfer of the
assets
under this
Agreement,
Party B shall
enjoy all the rights
as the
owner of
the transferred assets and can transfer or dispose of such
assets
in a
lawful manner, and shall not be restricted by any detain, mortgage
or
the rights
claimed by a third party.
3. On the
signing date and the
Effective Date of the Transfer under this
Agreement,
there is no ongoing litigations, arbitrations or administrative
actions in
which Party A is involved as one party, or with any part of the
transferred
assets as object, or may involve Party A into any
disadvantageous
verdict or award, that is, actions that may independently
or jointly
cause any grave negative impact on the transferred assets or
business
operation.
4. Party A
has obtained all the certificates, documents, licenses, consent,
authorization related to the transfer of assets, shall affect the
legality
of the
transferred assets or the ownership of Party A, and do not have
any
default
stipulated in law.
5. All the
property contained in the transferred assets that shall be
insured
according
to Chinese law and common practice of the trade have been
insured by
Party A on the signing date of this Agreement. Such insurance
shall be
still effective
until the Effective
Date of the Transfer,
and
Party A
has not claimed any
compensation for
damages for such insurance.
Party A
promises that it shall
neither take nor ignore any actions
that
induce or
may induce the inv
