Exhibit 10.39
Share Transfer Agreement
This
Share Transfer Agreement (hereinafter referred to as "This
Agreement") is made on December 31, 2005 in Tai'an City, Shandong
Province, the
People's Republic of China (hereinafter referred to as "PRC")
BETWEEN:
THE
ASSIGNOR: Singapore
Eastern Nanomaterials
Holdings Pte
(hereinafter
referred to as the "Party A"), a company of limited
liability registered and
founded under the laws of Singapore.
Registered
office: Singapore
Legal
Person: Chen Xiangzhi
AND
THE
ASSIGNEE: Faith Bloom
Limited (hereinafter referred to as "Party B"),
a company of limited liability registered and founded under the
laws of British
Virgin Islands.
Registered
office: British Virgin Islands
Authorized
representative: Zhang Xueyi
WHEREAS:
1.
Shandong Bangsheng Chemical Co., Ltd (hereinafter referred to as
"Bangsheng Chemical") is a company duly organized, validly existing and in good
standing as a wholly foreign funded enterprise under the laws of
the P.R.C, with
its registered
office at No. 342,
Lingshan Street, Tai'an City, registered
capital RMB 24,500,000 yuan.
2. Party A
legally owned 100%
registered capital of
Bangsheng
Chemical,
that is, RMB 24,500,000 yuan.
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3. Party A
intends to transfer
the 100% registered
capital of
Bangsheng
Chemical owned by
Party A to Party B. ("Share transfer", the 100% registered
capital of
Bangsheng Chemical and all relevant rights, interests and
obligations). Party B intends to accept the shares. After the
completion date of
the shares
transfer, Party B will possess the 100% registered capital of
Bangsheng Chemical.
4. Through
friendly consultation,
both parties jointly agree to cooperate
and promote the sale and purchase of shares smoothly.
Regarding the sale and
purchase of shares,
both Party A and Party
B enjoy the
rights and assume the
obligations
thereunder, and enter
into the agreement as
follows:
Article 1 Shares Transfer
1.
According
to provisions of this Agreement, Party A agrees to
transfer the shares owned by Party A to Party B after the
completion
date of the shares transfer.
2.
Party B
agrees to accept the shares transferred by Party A according
to the stipulations of this Agreement.
3.
Upon the
Agreement becoming effective, Party B would be entitled to
exercise the
rights of the shareholders as well as take full
obligations. Party A
shall not enjoy any
rights and assume any
obligations and responsibilities relating to the transferred
shares,
unless this Agreement otherwise stipulates.
Article 2 Price of the Shares and Payment Terms
1.
Party A
and Party B
jointly confirm that Party B accepts the
consideration of transferred shares in this Agreement,
and Party B
pays Party A in cash. The consideration of transferred shares is
USD
3,035,600.00 after consultation between Party A and Party B.
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2.
After the
completion date of
shares transfer,
Party B invests
RMB
24,500,000 yuan,
and will possess 100% registered capital of
Bangsheng Chemical.
Party A will not own
any shares of
Bangsheng
Chemical.
3.
Party A
and Party B jointly
agree that Party B shall pay in full
within [ ] days to
Party B after
the completion date of shares
transfer.
Article 3 Representations, Warranties and Undertakings of Party
A
Party A hereby represents, warrants and undertakes to Party B as
follows:
1.
Party A
has full power and
authority to enter
into this
Agreement
and perform all rights and obligations of this Agreement, and this
Agreement constitutes valid and binding obligations on it.
2.
Party A
legally owns the Transferred Shares, as well as the right to
deal with all or any part of the shares entirely and effectively;
and that prior to any transfer it will obtain all necessary
consents
such that the Shares can be transferred to Party B at the
effective
time of the transfer,
free and clear of all liens and encumbrances
whatsoever.
3.
There is no fact not disclosed to
Party B by Party A that is related
to the transfer of assets, and may affect the establishment
of this
