--------------------------------------------------------------------------------
ARTCRAFT V, INC.
AND
XU ZU DA
----------
Agreement on Transfer of Ownership
Interest of TOP INTEREST INTERNATIONAL LIMITED
----------
AUGUST 14, 2009
--------------------------------------------------------------------------------
Party A:
ARTCRAFT V, INC
Registration
address: Room 1131, XianKeJiDian Building, BaGuaSi Road
Futian District
Shenzhen
City, China 518029
(Here in
after the "Transferor")
Party
B: Mr. XU ZU DA
(Here in after the
"Transferee")
WHEREAS:
1. Artcraft V,
Inc. was incorporated under the laws of the State of Delaware on
June 7, 2004. On November 7, 2005, the Company entered into
a Share Exchange Agreement with Top Interest International
Limited (“Top Interest”). Top Interest was incorporated
under the laws of the British Virgin Islands. Pursuant to the Stock
Purchase and Share Exchange Agreement, the Company purchased all of
the issued and outstanding shares of Top Interest from the sole
shareholder Mr. Xu Zu Da of Top Interest for issuance of a total of
10,000,000 shares of the Artcraft’s common
stock. After this transaction, Mr. Xu Zu Da owns
approximately 99% of the total issued and outstanding shares of
Artcraft V, Inc.
2. The Transferee
Mr. Xu Zu Da is the President of Top Interest International Limited
and owns 99% of total outstanding shares of Artcraft V,
Inc.
In consideration
of the foregoing share transfer, the parties hereby agree as
follows through friendly consultation in accordance with relevant
laws and regulations and in the spirit of mutual benefit,
honesty and good faith:
I. Ownership
Interest Transfer
1. The Transferor
agrees to transfer all of its ownership interest of Top Interest to
the Transferee on the Transfer Effective Date (as defined
hereinafter) provided under Article II of this Agreement according
to terms and conditions of this Agreement. The Transferee
agrees to accept such shares according to terms and conditions
of this Agreement (hereinafter "Share Transfer
Agreement").
2. Unless
otherwise provided under this Agreement, the Transferee
shall become the legal owner of the shares and ownership
interest contemplated to be transferred under this Agreement
and have all rights and obligations in respect of Share Transfer
(such rights including all rights, interests and duties in
respect of its contribution), and the Transferor shall not
have any right, obligation or responsibility in respect of
Share Transfer, as of the Transfer Effective Date provided under
Article II of this Agreement.
3. The parties
hereto agree to effect all procedures in respect of ownership
interest transfer according to the terms and time provided under
this Agreement, including without limitation securing approval
documents for Share Transfer/acceptance according to the laws
of their respective incorporation place.
4. The Transferor
shall transfer to the Transferee any and all materials held by
the Transferor necessary for appropriate exercise of shareholder
rights by the Transferee as of the Share Transfer Effective
Date of this Agreement, including without limitation board
resolutions and minutes of Top Interest, all seals of Top
Interest (including without limitation corporate seal, finance
seal and contract seal).
II. Effective
Date of this Agreement and of Share Transfer
1. This Agreement
shall be effective upon execution by the parties hereto or
their respective authorized representatives and affixture of
seals.
2. Share Transfer
contemplated under this Agreement shall be effective
upon realization of all conditions precedent set out below,
and the date of realization shall be Share Transfer Effective
Date:
|
(1)
|
This Agreement
is legally executed by the parties hereto or their respective
authorized representatives;
|
|
(2)
|
This Agreement
and the Share Transfer contemplated hereunder
are appr
|
