EXCLUSIVE OPTION AGREEMENT
This Exclusive
Option Agreement (the “Agreement”) is entered into as
of July 25, 2008 between the following parties in Fuzhou, Fujian
Province, P.R.C.
Party A: Green Planet Bioengineering
Co., Ltd.
Registered Address: #666 of Mingdu Mansion, #126, Gong Ye Nan Road,
Sanming City
Zhao
Min, A citizen
of P.R.C.,
And the
Identity Card Number: 350111196808040358;
Zheng
Minyan, A
citizen of P.R.C.,
And the
Identity Card Number: 350402801017202;
Jiangle
Jianlong Mineral Industry Co., Ltd.,
And the
Business License Number: Qi He Ming Zong Fu Zi No.000264
Party C: Sanming Huajian Bio-Engineering
Co., Ltd.
Registered Address: Jikou District, Sanyuan District Industrial
Development Park, Sanming City.
WHEREAS:
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Party A is a
wholly foreign-owned enterprise incorporated under the laws of the
People’s Republic of China (the “P.R.C.”), which
was registered at Administration of Industry and Commerce Bureau of
Sanming, in P.R.C., and the registered number is 350400400003046.
It legally exists to date.
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Party C is an
enterprise registered in Sanming City, Fujian Province, and legally
existing to date. The number of its business license is
350400100007408.
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As of the date
of this Agreement Party B are the only shareholders of Party C, and
legally hold the 100% equity interest of Party C.
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NOW,
THEREFORE , the
Parties through mutual negotiations hereby enter into this
Agreement according to the following terms and
conditions:
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THE GRANT AND
EXERCISE OF PURCHASE OPTION
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Grant: Party B
and Party C hereby grant Party A an irrevocable exclusive purchase
option. Party A has right to purchase all or part of the shares of
Party C currently owned by Party B (the “Object
Shares”), or increase the investment until Party A holds 49%
shares (when laws, regulations or policies of P.R.C. permitted, the
investment would be increased up to 100%) of Party C (the
“Increasing Investment”). This purchase option is
irrevocable and shall be exercised only by Party A (or the
qualified persons appointed by Party A). The term
“person” used herein shall include any entity,
corporation, partnership, joint venture and non-corporate
organizations.
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Party A shall
notify Parties B, C in writing prior to exercising its option (the
“Option Notice” hereinafter).
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The next day
upon receipt of the Option Notice, Parties B, C together with party
A (or the qualified person appointed by Party A), shall promptly
compile a whole set of documents (the “Transfer
Documents”) to be submitted to the government bodies for
approving the object shares transfer or increasing investment in
connection with the Option exercise so that the shares or assets
transfer can be transferred or investment can be increased, in
whole or in part.
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Upon the
completion of the compilation of all the Transfer Documents and the
Transfer Documents being confirmed by Party A, Parties B, C shall
promptly and unconditionally obtain, together with Party A (or the
qualified person appointed by Party A), all approvals, permissions,
registrations, documents and other necessary approvals to
effectuate the transfer of the object shares or increasing
investment in connection with the Option exercise.
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Exercise
Condition: Party A could exercise the optional purchase right to
purchase object shares or increase investment, at any time when
Party A considers it is necessary and feasible.
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Party A shall purchase the object
shares or increase investment at a price agreed by all parties.
When laws, regulations or policies of P.R.C. require these assets
to be appraised, the purchase or increasing investment price shall
be the appraisal price. Any consideration obtained by Party B and
Party C shall be 1) returned to Party A for operation in accordance
with the Entrusted Agreement, or 2) paid back to Party A in any
other ways as agreed by whole parties. Party B, C shall execute any
related agreements or letters of undertaking that is necessary to
pay back such consideration. Party A has the discretion to decide
the time and arrangement of the acquisition, provided that the
acquisition will not violate any laws or regulations then in
effect.
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REPRESENTATIONS
AND WARRANTIES
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Each party
hereto represents to the other parties that: 1) it has all the
necessary rights, powers and authorizations to enter into this
Agreement and perform its duties and obligations hereunder; and 2)
the execution or performance of this Agreement shall not violate
any significant contract or agreement to which it is a party or by
which it or its assets are bounded.
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Party B hereto
represent to Party A that: 1) they are legally registered
shareholders of party C and have paid Party C the full amount of
their respective portions of Party C's registered capital required
under the P.R.C. laws; 2) Party B have not mortgaged or pledged
their shares of Party C, nor have granted any security interest or
borrow against their shares of Party C in any form except
<Shares Pledge Agreement>; and 3) Party B have not sold or
will sell to any third party their equity interests in Party
C.
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Party C hereto
represents to Party A that: 1) it is a limited liability company
duly registered and validly existing under the P.R.C laws; and 2)
its business operations ar
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