Stock Transfer Agreement
Transferor: Ankang Investment Ltd. Co. ("Party A") - subsidiary of
China Organic
Agriculture, Inc.
Registered address: Unit B, 8/F, Wing Yee Commercial Building,
5Wing Kut Street,
Sheung Wan, Hong Kong
Commercial Registered Number: 38174261-000-10-07-A
Commercial Registration Expiration: Oct 2nd, 2008
Board of Director: Bing Chen
Nationality: China
Transferee: Bothven Investments Limited ("Party B")
Legal Address: BVI
Registration Number: 1424457
Board of Director: Xia Yang
Nationality: China
Party A
hold 100% shares of China Jilin Province Songyuan City ErMaPao
Green Rice Ltd. (The People's Republic of China Foreign invested
company
authorized certificate: [2007]0043, Bureau of industry and commerce
business
license: 2200004700000477).
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On Sep 10th, 2008, by negotiation between Party A and Party B,
regarding Party B
acquire all the shares of Songyuan City ErMaPao Green Rice Ltd.
held by Party A,
as confirmed by Party B, entrusted ShenZhen China - Project Assets
Appraisal
Co., Ltd. to evaluate the market value of Songyuan City ErMaPao
Green Rice Ltd.
The market value of Songyuan City ErMaPao Green Rice Ltd. is $8.7
million
dollars.
Through
the negotiation between Party A and Party B, as to the
transfer,
developed the following agreement:
A, The
amount and price, exercise maturity and method of the stock
transfer
a, Party A
will transfer 100% shares of Songyuan City ErMaPao Green Rice
Ltd. it held to Party B in exchange for $8.7 million dollars.
B, Within
60 days after the agreement effective, Party B will transfer
30%
of the amount to the specific account assigned by Party A. In 75
days, Party B
should transfer 30% of the amount to the specific account assigned
by Party A.
In 90 days, Party B should transfer 40% of the amount to the
specific account
assigned by Party A. In one month after this agreement effective,
Party A will
hands over all official seals of the company and all related copy
to the
