Exhibit 10.4
Date: Oct. 18,
2004
Shenyang Maryland International
Industrial Co., Ltd
Stock Right Transfer
Agreement
Contents
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Article I
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Transfer Stock
Right
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3
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Article II
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Stock Right
Transfer Consideration and Payment Mode
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4
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Article III
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Delivery Date
of Transferring Stock Right and Mode
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4
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Article IV
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The Entitlement
and Obligation of Transferee in Company Constitution
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5
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Article V
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Proclamation,
Pledge and Promise of Transferor
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5
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Article VI
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Proclamation,
Pledge and Promise of Transferee
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6
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Article VII
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Become
Effective for the Agreement
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7
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Article VIII
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Termination of
the Agreement
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7
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Article IX
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Responsibilities after the Agreement
Terminated
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7
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Article X
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Liabilities for
Breach of Contract
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7
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Article XI
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Force
Majeure
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8
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Article XII
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Applicable
Law
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8
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Article XIII
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Settlement of
Disputation
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8
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Article XIV
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Time &
Place for Concluding Agreement
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8
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Article XV
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Other
Stipulations
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9
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Stock Right Transfer
Agreement
This agreement is signed by
following parties:
Party A: Jiang Fang, a natural
person with Chinese nationality and with full civil rights capacity
as well as civil capacity.
ID No.: 210102551028441
Address 14-6 Nanjing South Street
10th Section Heping District, Shenyang
Party B: Jiang Peng, a natural
person with Chinese nationality and with full civil rights capacity
as well as civil capacity.
ID No.: 210105630516431
Address: 56 Chongshan Zhong Road
Huanggu District, Shenyang
Party C: Duan Jingshi, a natural
person with Chinese nationality and with full civil rights capacity
as well as civil capacity.
ID No.: 210105520914433
Address: 3 Huanghe Avenue 5
th
Section Huanggu
District, Shenyang
Party D: Li Guanghua, a natural
person with Chinese nationality and with full civil rights capacity
as well as civil capacity.
ID No.: 210103600419421
Address: 4262 Honggong Lane Huigong
Street 2 nd Section Shenhe District,
Shenyang
Party E: Wang Lirong, a natural
person with Chinese nationality and with full civil rights capacity
as well as civil capacity
ID No.: 210103630913362
Address: 242 No. 75
Shi’er Wei, Road Shenhe District, Shenyang
1
Party F: Hongkong Silverstrand International
Holding Limited, a limited liability company which is legally set
up in Hong King and can effectively exist.
Address: Unit A-C 20/F Neich Tower
128 Gloucester Road, Wan Chai, Hong Kong
Legal Representative: Yun
Hong
Post Board Chairman
Nationality Chinese
Whereas:
I. Shenyang Maryland International
Industrial Co, Ltd (hereinafter referred to as Maryland Industrial)
is a Sino-foreign joint venture that ratified by Shenyang Foreign
Economic and Trade Committee and legally founded on Dec 15, 1989;
on Dec 19, 2002 by the ratification of Shen Foreign
Economic & Trade Capital [2002] No. 696 document, it
changed into domestic-invested company whose company legal person
business license registration No. is 2101022190025. Address is 69
Heping North Avenue Shenyang; registered capital is RMB4l.5 million
Yuan, among which Party A contributes RMB3.6105 million Yuan and
holds 87% stock of Maryland Industrial; Party B contributes RMB4.15
million Yuan and holds 10% stock of Maryland Industrial; Party C
contributes RMB0.415 million Yuan and holds 1% stock of Maryland
Industrial; Party D contributes RMB0.415 million Yuan and holds 1%
stock of Maryland Industrial; Party E contributes RMB0.415 million
Yuan and holds 1% stock of Maryland Industrial.
II. Party A, Party B, Party C, Party
D and Party E are willing to transfer the whole 100% stock of
Maryland Industrial that they hold to Party F by the stipulations
of this agreement according to the relevant arrangement made by
Party A, Party B, Party C, Party D and Party E with Party
F.
III. Party F agrees to accept
totally 100% stock right of Maryland Industrial that held by Party
A, Party B, Party C, Party D and Party E.
Hereby, after amity negotiation
between every party of this agreement, Party A, Party B, Party C,
Party D, Party E and Party F sign the following agreement on the
matters of stock right transfer between them in order to make
individual’s right and obligation clear.
2
Article I. Transfer Stock
Right
1. The “Stock Right
Transfer” that referred in this agreement means the 100%
contribution of Maryland Industrial’s whole registered
capital and all of relevant rights, interests as well as
obligations hold by Party A, Party B, Party C, Party D and Party E
that willing to transfer to Party F.
2. Party A, Party B, Party C, Party
D and Party E agree to transfer to Party F by the articles and
conditions in this agreement, whereas Party F also agree to accept
the transfer stock that hold by Party A, Party B, Party C, Party D
and Party B by the articles and conditions in this
agreement.
3. The transfer stock proportion of
Party A, Party B, Party C, Party D and Party E are as
follows:
Party A transfer 87% of the stock
right to Party F
Party A transfer 10% of the stock
right to Party F
Party A transfer 1% of the stock
right to Party F
Party A transfer 1% of the stock
right to Party F
Party A transfer 1% of the stock
right to Party F
4. Every party of this agreement
agree that from the moment of stock right transfer is completed as
stipulated in article 3 on, Party F then become legal holder of
Maryland company’s transferred stock right, and enjoy the
rights entitled by China’s law and bear corresponding
obligations, whereas Party A, Party B, Party C, Party D and Party E
no longer enjoy and bear any rights and obligations related to
transferred stock right, but have the obligation of assisting Party
F finish relevant change registration and other necessary legal
procedure.
5. After the completion of the stock
right transfer in this agreement, Party A, Party B, Party C, Party
D and Party E will no longer hold the stock right of Maryland
Industrial, whereas the whole stock right of Maryland Industrial
will be held by Party F, that is Maryland Industrial will change
form domestic-invested limited liability company to solely
foreign-invested company.
3
Article II. Stock Right Transfer
Consideration and Payment Mode
1. Every party of the agreement
agrees that the consideration of the stock right that transferred
to Party F from Party A, Party B, Party C, Party D and Party E is
RMB 41.5 million Yuan (“Transfer
Consideration”).
2. The above transfer consideration
should be paid by transferee by following payment mode, that
is:
Party F pays RMB36.105 million Yuan
to Party A
Party F pays RMB4.15 million Yuan to
Party B
Party F pays RMB0.415 million Yuan
to Party