Asset Acquisition Agreement between Shenyang Taiyu
Machinery and Electrical Equipment Co., Ltd and Siping
Beifang Heat Exchanger Manufacture Co., Ltd
May 27th , 2009
Shenyang
Siping Beifang
Heat Exchanger Manufacture Co., Ltd has decided to sell all its
tangible and intangible assets to Shenyang Taiyu-Machinery and
Electrical Equipment Co., Ltd after friendly consultation by both
parties.
The two parties
have reached this agreement on the acquisition of the
above-mentioned assets and both parties agree to implement the
assets sale under the agreement according to the rights and
obligations as stipulated in the agreement.
Party A: Siping
Beifang Heat Exchanger Manufacture Co., Ltd
Legal
Representative: Li Shufeng
Party B:
Shenyang Taiyu-Machinery and Electrical Equipment Co.,
Ltd
Legal
Representative: Wang Jun
Both parties
agree that Party A undertakes and ensures to transfer to Party B
all the tangible and intangible assets specified on the asset list
(except for credit and debt) determined jointly by both parties as
of the date of signing the agreement when the assets under the
agreement satisfying the legal transfer conditions according to the
terms and conditions of this agreement.
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The land,
building and land attachments to which Party A has the property
right or has not obtained the property right thereof but already
acquired and possessed legally (including those Party A acquired by
contract) and other associated properties that Party A has legally
possessed but has not acquired or used;
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All production
equipment, auxiliary equipment and spare parts (including the
drawing, specification and technical data about production
equipment), office suppliers, vehicles and so on;
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The brand
(trade mark, copyright and know-how with commercial value and so
on), patent, market qualification (including all qualifications and
certifications that Party A has obtained in its business activities
as of the date of the contract,) customers and marketing channel
and other intangible asset;
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Some of the raw
materials
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The subject
assets include but are not limited to those listed above and shall
be subject to the final check jointly by both parties against the
asset list provided by Party A (see the attached Asset list). With
regard to the asset listed in the Asset list, besides the
responsibility of ensuring the assets under the agreement do not
have any defects, Party A shall be responsible for:
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providing Party
B the original of ownership certificates of the land and buildings
or the copies acceptable for Party B, the formalities for
construction, approval and filing and other relevant documents if
the ownership certificates are not available, complete technical
data related to land and building projects including drawings for
future maintenance and repair after taking over;
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providing Party
B the approval documents or valid certificates with regard to
brands, patents and market qualification and other intangible
assets, any concealment or refusal to provide by Party A will
entitle Party B to the intangible assets under the
agreement;
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withdrawing the
mortgage or other encumbrances if the subject assets have mortgage
or other encumbrances;
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ensuring that
the board of shareholders and board of directors of the Party A
have made unanimous resolution on the sale of the subject
assets;
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ensuring that
the creditors of Party A unanimously agree with the sale, and
undertaking the full liability and compensating Party B for all the
losses including all the due benefits if the agreement can’t
be fulfilled due to the object raised by Party A’s
creditors.
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Party A shall
ensure the truth of the above terms and documents and that the
assets carried on the asset list shall not have material changes
after signing the agreement.
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Continual
assistance by Party A after the acquisition of the
assets
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To ensure the
operation by the management of Party B and the successful takeover
of management after the acquisition of Party A’s assets,
Party A undertakes that its board of shareholders and board of
directors will give Party B the assistance regarding to the
management of Siping Beifang Heat Exchanger Manufacture Co., Ltd as
follows:
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Party B has the
right to decide on the use, transfer or disposal of Party A’s
assets (excluding original credit and debt, all credits and debts
of the predecessor company shall be disposed and cleared off by
Party A prior to the signing of the agreement);
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Party B has the
right to decide on the use, transfer and disposal of the brands,
patents and market qualification of Party A;
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Party B shall
be responsible for the continuation and management of original
social resources and government relations;
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Party B shall
have the right to appoint and use the personnel of Party A and
decide on the employment, evaluation and dismissal of such
personnel;
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Party B shall
have the right to decide on the operation of Party A including
R&D, production and marketing, and be responsible for the
development of business, as well as conclusion and performance of
contracts;
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Party B shall
be responsible for the suppliers management, customer relationship
management and scientific and technological project initiation
management;
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Party B shall
be responsible for the major issues such as financial accounting,
annual inspection by industrial and commercial administration, tax
payment and profit distribution and so on;
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Party B shall
have the right to decide on any other matters within the scope of
authority in the business management of Party A.
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To ensure the
smooth implementation of the above work, Party A shall undertake
the following responsibilities:
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Divestiture,
disposal and liquidation of all credits and debts prior to the
signing of the agreement within a half year after the commencement
of the acquisition. Any disputes arising from the credit and debt
during the acquisition shall be dealt with by Party A and if the
acquisition is hindered due to the disputes Party A shall be held
responsible;
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Party A shall
be responsible for all affairs that need the legal representative
to solve in person;
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Party A shall
be responsible for the connection of relationships with
custom
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