Exhibit 10.2
Equity Interest Transfer Agreement
This Equity Interest Transfer Agreement (the "Agreement") was
concluded between
the following parties in Nanjing on Dec.
1st, 2004.
Transferor: Jiangsu Ever-Glory International Enterprise Group Co., Ltd.
(hereinafter called Party A)
Address: Ever-Glory Mansion, 33, Yudao
Street, Nanjing City, Jiangsu Province
Legal Representative: Kang Yihua
Transferee: PERFECT DREAM LIMITED (hereinafter
called Party B)
Address: Akara Bldg,24 De Castro
Street, Wickhams Cay 1, Road Town,
Tortola,
British Virgin Islands.
Legal Representative: Kang Yihua
Article One Definitions
Unless otherwise stipulated, the following terms bear the
following meanings in
this Agreement:
This Agreement: this Equity Interest
Transfer Agreement
Transferor: Jiangsu Ever-Glory International Enterprise Group Co., Ltd.
(hereinafter called Party A)
Transferee: PERFECT DREAM LIMITED (hereinafter called Party B)
Object of Transfer: Nanjing Jinlu Costumes
Co., Ltd.
Equity Interest: all the equity interest in the Object of
Transfer (Nanjing
Jinlu Costumes Co., Ltd.) held by
transferor
Both Parties: transferor and transferee
Assets: the assets of the Object of
Transfer
Liabilities: all the liabilities of the
Object of Transfer
This Transfer: all the equity interest in the Object of Transfer that the
transferor is willing to transfer and the
transferor is willing to accept
Dollar: US Dollar
All Statements: the statements of related facts and
commitments
recorded in
words
List of Transfer: Enclosed list prepared
for this transfer
Date of Registration of Change with
Industrial and
Commercial Authority:
the
date on which the parties of this Agreement apply to the industrial and
commercial authority for changing the
original registration of shareholders
Limitless Recourse Party: If the
transferor/transferee
conceals related matters
other than in the list of transfer or any other written material that
transferor/transferee submits to
transferee/transferor,
and the concealment has
caused the transferee/transferor
direct
or indirect losses, the
transferee/transferor thus has a limitless recourse right. The recourse
includes: the costs it actually incurred for
this transfer; direct
or indirect
economic losses; all the lawsuit costs thus
incurred.
<PAGE>
Article Two: Transfer of Equity
interests
2.1 Equity interests
In accordance with this article of this
Agreement, the transferor shall transfer
to the transferee the equity interests of
the object of transfer it holds. Party
A shall agree to transfer to Party B 51.29%
of the equity interests it holds.
2.2 Transfer Price
Based on the negotiation between the transferor and
transferee, the
transferor
shall transfer to the transferee 51.29% of
the equity interests of the object of
transfer it holds at the agreed transfer
price of 1288404 dollars.
2.3 Change of Ownership Registration for
this Transfer
The transferor and transferee shall entrust Jiangsu Weishide Law Office to go
through the procedure of transferring the
equity interests at the industrial and
commercial administrative department.
2.4 Rights and Interests of
Shareholders
Upon completion of this transfer,
the transferee shall
own 51.29% of the equity
interests and rights and interests of
shareholders of the object of transfer
2.5 Date of Registration and Method of
Completion
This transfer shall be completed on the day when both the transferee and
transferor went through the procedures of
equity interests transfer registration
at the Industrial and Commercial Administrative Bureau of Nanjing City after
this transfer has been approved by the
concerned government
departments,
the
foreign trade and economic cooperation
committee and other departments.
2.6 Responsibilities at the Time of
Completion:
A. The transferor shall submit the
transferee:
(1) the transferor's
written commitment concerning its responsibility
for
the verity, integrity and accuracy of all the related material and
other
legal documents.
(2) Other documents
related to the
registration
and ownership
alteration
registration of this transfer of equity interests
(3) Necessary
written
approvals,
admissions
and permissions by the
government and the
concerned competent departments related to this
transfer
B. The transferee shall submit to the
transferor:
Necessary written approvals, admissions and permissions by the
government and
the concerned competent departments related
to this transfer
<PAGE>
Article Three Statement and Warranty of
Transferor
The transferor shall make the following statements and warranties to the
transferee:
3.1 Legality
(1) The transferor is
the legal holder of the equity interests of the object
of transfer and has completed the legal and necessary legal processes
related to the equity
interests it holds; it is also an independent
legal person who is legally instituted and has the right to
perform the
matters concerning this Agreement.
(2) The object of
transfer is a company of limited liability with a status
of independent legal
person that is established and continues to exist
according
to Chinese law. All necessary approvals, admissions,
authorizations and permissions have been obtained for its
establishment,
production and operation. The transferor commits itself that
the object
of transfer
does not violate the related approvals, admissions,
authorizations and permissions.
3.2 Authority
The transferor drafts this Agreement with the transferee of its own
will and
understands its legal responsibilities at the same time; the transferor
has a
fully legal right to sign and perform this
Agreement.
3.3 The transferor commits it self that the operation
of the object of transfer
has been effectively approved, agreed, authorized and permitted. All these
approvals, agreements, authorizations and
permissions are effective with binding
effects. If the transferee finds anything imperfect, the transferor shall be
obliged to help and cause the object of
transfer to finalize
the corresponding
formalities.
Article Four Statements and Warranties of
Transferee
The transferee shall make the following statements and warranties to the
transferor:
4.1 Legality
The transferee is an independent
legal person who has
itself registered and
is
doing business according to la
