Exhibit 4.12 (English Translation) Ningbo
Yuming Machinery Industrial Co., Ltd. EQUITY INTEREST TRANSFER
AGREEMENT TRANSFEROR: Ms. Chen Qiuling TRANSFEREE: Beston Asia
Investment Ltd. October 19, 2004 1 This Agreement is entered into
between the following Parties on October 19, 2004 in Ningbo City,
Zhejiang Province: Transferor: Ms. Chen Qiuling Address: Hsinchu
City, Taiwan Transferee: Beston Asia Investment Ltd. Address: Akara
bldg, 24 De Castro Street, Wickhams Cay I, Road Town, Tortola,
British Virgin Islands WHEREAS: 1. The Transferor owns 49% equity
interest in Ningbo Yuming Machinery Industrial Co., Ltd. ("Ningbo
Yuming"). 2. The Transferee is a limited liability company lawfully
incorporated and validly existing under the laws of the British
Virgin Islands. 3. The Transferor has agreed to transfer 49% equity
interest in Ningbo Yuming owned by the Transferor to the
Transferee, and the Transferee has agreed to accept transfer of
such equity interest, upon the terms of this Agreement. After the
transfer becomes effective, the Transferee shall own 100% equity
interest in Ningbo Yuming. Therefore, the Parties agree, adhering
to the principles of faithfulness, equality and mutual benefit,
through friendly consultations and in accordance with the relevant
laws and regulations of the People's Republic of China, upon the
following terms to be complied with. ARTICLE 1 SUBJECT MATTER OF
AGREEMENT 1.0 The subject matter of the agreed transfer under this
Agreement is the 49% equity interest in Ningbo Yuming owned by Ms.
Chen Qiuling. ARTICLE 2 SHARE OF EQUITY INTEREST TO BE TRANSFERRED
2.1 The share of equity interest to be transferred from the
Transferor to the Transferee shall be the 49% equity interest in
Ningbo Yuming owned by the Transferor. From the date on which the
transfer becomes effective, the Transferee shall enjoy the rights
and bear the obligations in respect of the transferred equity
interest under the laws, and the Transferor shall no longer enjoy
the rights nor bear the obligations in respect of the transferred
equity interest. 2 2.2 The original equity interest in Ningbo
Yuming Machinery Industrial Co., Ltd. was allocated as follows:
|
Beston Asia Investment Ltd. 51% Ms. Chen
Qiuling 49%
|
The equity interest after completion of the
equity interest transfer hereunder shall be:
|
Beston Asia Investment Ltd. 100%
|
ARTICLE 3 PRICE FOR EQUITY INTEREST TRANSFER
3.1 The Transferee has agreed to accept transfer of the 49% equity
interest in Ningbo Yuming owned by the Transferor by payment in
cash. 3.2 The Transferee shall pay a total amount of Renminbi
10,000,000 for transfer of the above-mentioned equity interest.
ARTICLE 4 PAYMENT METHOD 4.1 As agreed between the Parties, the
Transferee shall pay in cash for transfer of the 49% equity
interest in Ningbo Yuming owned by the Transferor. 4.2 Prior to
November 30, 2004, the Transferee shall pay to the Transferor the
total price for the equity interest transfer in the amount of
Renminbi 10,000,000 or an equivalent in U.S. dollars by a lump sum
payment. In case the procedures for transfer of the equity interest
are not completed within fifteen days after payment, the Transferor
shall return the payment to the Transferee within seven days upon
receipt of written notice from the Transferee. ARTICLE 5
REPRESENTATIONS AND WARRANTIES Each Party represents and warrants
to the other Party as follows: 5.1 Each Party has the full civil
rights and ci