Asset Purchase
Agreement
Transferor
of asse t :
Qitaihe Kangwei Biotechnology Co., Ltd. (hereinafter referred to as
Party A)
Transferee
of asset: Harbin Hainan
Kangda Cactus Health Food Co., Ltd. (hereinafter referred to as
Party B)
Enterprise
nature of Party A :
domestic-funded enterprises with registered capital of 20 millions
Yuan, main business: technology development of deep processing of
agricultural and sideline products, deep processing of agricultural
and sideline products (excluding food), and development of
agricultural technology. Party A is willing to transfer its
enterprise assets to party B under the contract
conditions;
Enterprises
nature of Party B :
foreign-funded enterprise with registered capital of 36.8 million
Yuan; main business: cactus food processing and sales,
introduction, cultivation, marketing and scientific research of
superior varieties of cactus. Party B is willing to be transferred
the Party A’s assets under the contract
conditions.
The two parties, in principle of reciprocity and
justice as well as honesty and credibility, reach the unanimity
through consultation on the matters that Party A transfers all the
enterprise assets (hereinafter referred to as the target enterprise
assets) to Party B, and enter into the contract as
following:
Article
1 Clauses for Target Enterprise Assets
Target
enterprise assets include the followings:
It is the use right of state-owned land located
in Shuguang Village of Xinxing District in Qitaihe City, covering
an area of 49 thousand square meters, with the use life of 47 years
and the development area of first phase of 13 thousand square
meters.
It is the housing ownership of 5,606.20 square
meters in Shuguang village of Xinxing District in Qitaihe
City.
3. Ownership of
fixed assets
All machinery, equipments and facilities
(including equipment information and all file data, spare parts and
office supplies of target enterprise) in the target enterprise
plant.
Article
2 Clauses for Credits and Debts Treatment
All credits and debts (including wages owed to
workers, social co-ordination insurance, taxes, bank loans and
other debts) of target enterprise which happened prior to the
signing of this contract are not included in the transfer assets in
the contract and should be settled by Party A. If any litigation
and dispute occurs for above mentioned reason, it should be solved
by Party A.
Article
3 Clauses for Transfer Price and Payment
Now two parties agree that the selling price of
overall assets is ￥
37 million RMB which is equivalent
to $5.42 million US dollars. The price includes all price of the
assets transferred by Party A, but does not include the transfer
fee of the use right of state-owned land that Party B should pay to
the land administration department, as well as all the taxes and
fees that party B should bear in the process of
transfer.
Party B will pay the transfer price in
installment. Within 5 days from the date of signing the contract,
Party B will pay 50% of transfer price, that is 18.5 million Yuan
to Party A; when Party A is dealing with handover procedure with
Party B, Party B will pay 10% of transfer price, that is 3.7
million Yuan to Party
