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Exhibit
10.1
STOCK
TRANSFER AGREEMENT
THIS
STOCK TRANSFER AGREEMENT ("agreement") is entered into as of
the May 31, 2008, by and between Shaanxi Hede Venture Capital
Management Co., Ltd. ("seller") and Shaanxi Tianren Organic
Food Co., Ltd. (the "purchaser").
NOW,
in consideration of the mutual covenants and conditions herein
contained, and other good and valuable consideration, the
parties hereto do hereby agree as follows:
1.
Transfer of Shares. Hereby the seller agrees to transfer its
own 100% stock ownership of Huludao Wonder Fruit Co., Ltd.
(hereinafter referred to as “Huludao Wonder
Company”) to the purchaser. The purchaser agrees to buy
the 100% stock ownership of Huludao Wonder Company owned by
the seller.
2.
Price and Payment. The total price of the transferred stock is
RMB 48,250,000 and the payment should be made within 7 working
days after this agreement is signed.
3.
Rights and Regulations. The purchaser will hold the rights and
regulations as the shareholder of Huludao Wonder Company after
this stock transfer and reassignment of the stock are
finished.
4.
Representations, Warranties and Covenant.
(1)
The seller hereby represents and warrants to the purchaser
that when signing this agreement:
The
information and statement about the assets, machines and
equipment and affiliated facilities of Huludao Wonder Company
provided by the seller are true and that no material facts
have
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