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Stock Right Transfer Agreement

Stock Transfer Agreement

Stock Right Transfer Agreement | Document Parties: GREAT CHINA INTERNATIONAL HOLDINGS, INC. | Shenyang Maryland International Industrial Co., Ltd You are currently viewing:
This Stock Transfer Agreement involves

GREAT CHINA INTERNATIONAL HOLDINGS, INC. | Shenyang Maryland International Industrial Co., Ltd

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Title: Stock Right Transfer Agreement
Date: 4/17/2006

Stock Right Transfer Agreement, Parties: great china international holdings  inc. , shenyang maryland international industrial co.  ltd
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Exhibit 10.4

Date: Oct. 18, 2004

 


Shenyang Maryland International Industrial Co., Ltd

Stock Right Transfer Agreement

 



Contents

 

 

 

 

 

 

Article I

  

Transfer Stock Right

  

3

 

 

 

Article II

  

Stock Right Transfer Consideration and Payment Mode

  

4

 

 

 

Article III

  

Delivery Date of Transferring Stock Right and Mode

  

4

 

 

 

Article IV

  

The Entitlement and Obligation of Transferee in Company Constitution

  

5

 

 

 

Article V

  

Proclamation, Pledge and Promise of Transferor

  

5

 

 

 

Article VI

  

Proclamation, Pledge and Promise of Transferee

  

6

 

 

 

Article VII

  

Become Effective for the Agreement

  

7

 

 

 

Article VIII

  

Termination of the Agreement

  

7

 

 

 

Article IX

  

Responsibilities after the Agreement Terminated

  

7

 

 

 

Article X

  

Liabilities for Breach of Contract

  

7

 

 

 

Article XI

  

Force Majeure

  

8

 

 

 

Article XII

  

Applicable Law

  

8

 

 

 

Article XIII

  

Settlement of Disputation

  

8

 

 

 

Article XIV

  

Time & Place for Concluding Agreement

  

8

 

 

 

Article XV

  

Other Stipulations

  

9


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


 
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