Exhibit 10.40
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"), is legally registered under the laws
of Singapore
Registered
office: Singapore
Legal
Person: Chen Xiangzhi
AND
THE
ASSIGNEE: Faith Bloom
Limited (hereinafter referred to as "Party B"),
is registered under the laws of British Virgin Islands.
Registered
office: British Virgin Islands
Authorized
representative: Zhang Xueyi
WHEREAS:
1.
Shandong Haize Nanomaterials Co., Ltd (hereinafter referred to as
"Haize Nanomaterials") 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 Tai'an Youth Development Zone,
registered
capital RMB
46,530,000 yuan.
2. Party A
legally owned 100% registered capital of Haize Nanomaterials,
that is RMB 46,530,000 yuan.
3.
Party A intends
to transfer the 100% registered capital of Haize
Nanomaterials owned by Party A to Party B. ("Share transfer" the
100% registered
capital of
Haize Nanomaterials 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 Haize
Nanomaterials.
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4. Through
friendly consultation, both parties jointly agreed 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
5,765,200 after consultation between Party A and Party B.
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2.
After the
completion date of
shares transfer,
Party B invests
RMB
46,530,000 yuan, and
will possess 100% registered capital of Haize
Nanomaterials.
Party A will not own any shares of Haize
Nanomaterials.
3.
Party A
and Party B jointly
agree that Party B shall pay in full
within [30]
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 that:
1.
Party A
has full power and
authority to enter
into this
Agreement
and perform all rights and obligations to this Agreement, and this
Agreement constitutes valid and binding obligations on it.
2.
Party A
represents and
warrants to Party B that it legally owns the
Transferred Shares,
as w ell 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 are
no original meaning
changes of this
Agreement
regarding
Haize Nanomaterials
which will effect the sign
