SHARE TRANSFER AGREEMENT
THIS SHARE
TRANSFER AGREEMENT, dated as of January 12, 2005 is entered
into
by and between Harbin Tech.Full Industry
Co., Ltd., ("Party A") as transferor,
and Harbin Tech.Full Electric Co., Ltd.
("Party B") as transferee.
Whereas:
1. Party A and Party B,
respectively, are companies organized under the
laws of the People's Republic of China"PRC";
2. Party B is a wholly owned
subsidiary of Tech Full International, Inc.,
a company organized under the laws of Delaware ("Tech Full
International"); and Tech Full International seeks to become a
public
company in the United States, under the name of Harbin Electric,
Inc.
("Pubco");
3. Party A and Baldor Electric
Company ("Baldor") entered into a Joint
Venture Contract dated May 20, 2004 (the "JV Agreement") to
jointly
establish a company known as Harbin Baldor Tech.Full Electric
Company
Limited ( the "JV "), of which Party A owns 65%. Baldor is a US
public
company listed on the New York Stock Exchange under stock
symbol
"BEZ". Baldor is a designer, manufacturer and marketer of
electric
motors, drives and generators;
4. Party A hereby irrevocably
transfers its ownership of sixty-five
percent (65%) of the JV's equity ownership to Party B, and Party B
is
willing to accept such shares;
Now, the
parties, intending to be legally bound, agree as follows:
ARTICLE I
DEFINITIONS
Unless it is decided by law, regulations,
other legally binding principles,
rules, orders, and notice, or it is decided
otherwise in this Agreement, the
terms and titles in this Agreement shall
have the following meanings:
1.1 "Shareholder's Right" shall mean
all of the JV shareholder's rights
under the laws of the PRC.
1.2 "Interest, Benefit, Claims, and
Other Rights Associated with the
Shareholder's Right" shall mean all other rights and benefits
that
Party A is entitled to as a shareholder other than the rights
as
described in 1.1.
1
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ARTICLE II
TRANSFER OF SHARES
2.1 Party A shall transfer its entire
ownership in the JV to Party B
according to the terms and conditions in this Agreement, as well
as
the Shareholder's Right and all the Interest, Benefit, Claims
and
Other Rights associated with the Shareholder's Right.
Furthermore,
Party A shall transfer all of its rights, benefits and
obligations
under the JV Agreement to Party B according to the terms and
conditions in this Agreement.
ARTICLE III
CONSIDERATION
3.1 Party B will, through Pubco,
deliver to Party A, one million newly
issued restricted shares of Pubco. Such shares shall be issued
to
Party A or its designated third party.
ARTICLE IV
TAXATION
4.1 All taxation and fees relating to
the transfer and performance of this
Agreement are pursuant to the current taxation policies under
applicable laws of PRC. Party A warrants that under laws of the
PRC,
the transfer of equity ownership here
