Exhibit 10.1
EQUITY INTEREST TRANSFER AGREEMENT
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This Equity
Interest Transfer Agreement ("Agreement") is made as of 2nd
December, 2004 by and between Ever-glory
Enterprises (H.K.)
Ltd. (hereinafter
referred as "Seller") and Perfect Dream Limited (hereinafter referred as
"Purchaser").
WHEREAS, Seller is a company organized
under the laws of British Virgin Islands
with principal address at Akara Bldg, 24 De
Castro Street,
Wickhams Cay 1, Road
Town, Tortola, British Virgin Islands.
WHEREAS, Purchaser is a company organized under the laws of British Virgin
Islands with its principal address at Akara
Bldg, 24 De Castro Street, Wickhams
Cay I, Road Town, Tortola, British Virgin
Islands.
WHEREAS, Goldenway Nanjing Garments Co.,
Ltd. ("Goldenway") is
a joint venture
company organized under the laws of People's
Republic of China
("China") with
its principal address at 2 Jinger Road, Jiangning Economy and Technology
Development Zone, Nanjing, Jiangsu
Province, China.
WHEREAS, Seller will sell all of its equity
interest in Goldenway ("Equity
Interest"), 48.71% of all the equity
interest of
Goldenway,
to Purchaser in
exchange for US$50,000.
THEREFORE, the parties agree as
follows:
SECTION 1
Transfer of the Equity Interest
1.1 Transfer
of the Equity Interest. Subject to the terms and
conditions hereof, Seller agrees to
transfer to Purchaser its Equity Interest in
Goldenway for the purchase price of US$50,000.00, having the full rights,
preferences and privileges as provided
under the laws of California, U.S.A., and
as set forth in the Articles of Incorporation of Goldenway (the "Articles")
attached hereto as Exhibit A.
1.2 Closing Date.
The closing of the
transfer of the Equity
Interest
hereunder (the "Closing") shall be held at
the principal office of Goldenway, on
the date of this Agreement or at such other
time and place upon which Seller and
Purchaser shall agree (the date of the
Closing is hereinafter referred to as the
"Closing Date").
1.3 Delivery.
At the Closing, Seller shall deliver the valid
governmental approval of the transfer of its
Equity Interest to Purchaser, and
Purchaser shall pay the purchase price by
wire transfer or check payable to the
order of Seller thereof pursuant to Section
1.1 above.
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1.4 Liability.
Purchaser shall assume all debts and
liabilities
of
Seller in connection with Seller's shares
in Goldenway.
SECTION 2
Representations and Warranties of Seller
Seller hereby
represents and warrants to Purchaser as follows:
2.1 Ownership. Seller
has the full right, power and authority to sell,
transfer, and deliver to Purchaser,
in accordance with this Agreement, the
Equity Interest as stated in Section 1.1 above, free and clear of all liens,
charges, claims, equities, restrictions,
and encumbrances.
2.2 No Violation of Law. The execution and carrying out of the
provisions of this Agreement and
compliance of the
provisions hereof by
Seller
will not violate any provision of law and will not
conflict with or result in
any breach of any of the terms,
conditions
or provisions of, or constitute a
default under, or result in the creation of
any lien, charge or encumbrance upon
any of the properties or assets of Seller pursuant to the articles of
incorporation, bylaws, or any indenture,
mortgage, deed of
trust, agreement or
other instrument to which Seller is a party
or by which it is bound or affected.
2.3 Offering. Subject
to the accuracy of the representations set forth
in Section 3 hereof, the sale of the Equity Interest
pursuant to this Agreement
constitutes transactions exempt from the
registration
requirements of Section 5
of the Securities Act of 1933 of U.S.A., as
amended (the "Securities Act").
2.4 Seller's Power.
Seller will have on the Closing Date all requisite
legal and corporate power and authority to execute and
deliver this
Agreement,
to sell and issue the Equity Interest.
SECTION 3
Representations and Warranties of Purchaser
Purchaser represents and warrants to Seller as follows:
3.1 Organization and Standing of Purchaser. Purchaser is a company
duly
organized and existing under, and by virtue of, the laws of British Virgin
Islands and is in good standing under such
laws.
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3.2 No Violation of Law. The execution and carrying out of the
provisions of this Agreement and compliance of the provisions hereof by
Purchaser will not violate any provision of law and will not
conflict with or
result in any breach of any of the terms, conditions or provisions of, or
constitute a default under, or result in the creation of any lien, charge or
encumbrance upon any of the properties or assets of Purchaser
pursuant to the
articles of incorporation, bylaws, or any indenture,
mortgage, deed of trust,
agreement or other instrument to which Purchaser is a party or by which
it is
bound or affected.
3.3 Purchaser's
Power. Purchaser will have on the Closing
Date all
requi
