英文股权转让协议 Equity Transfer Agreement

1、EQUITY TRANSFER AGREEMENTThis EQUITY TRANSFER AGREEMENT (this要翻译成本协议 “Agreement”), is made on April 12 2010 in Beijing, between:这份股权转让协议是由以下两方与2010年4月12日达成的。本股权转让协议（一下简称“本协议”），由一下双方2010年4月12日签署与北京。ABC HOLDINGS INC., a corporation organized and existing pursuant to the laws of Barbados with its legal

2、 address at ( the “Transferor”); and ABC股份有限公司是一家依据巴巴多斯法律组织和成立的公司，其法定地址在XX。以下简称为转让人。EFG INTERNATIONAL TRUST CO., LTD., a limited liability company registered with the Harbin Administration of Industry and Commercial with its legal address at , PRC (the “Transferee”). EFG国际信托有限责任公司，是一家在哈尔滨工商局注册的有限责任公

3、司，其法定地址在XX，以下简称为受让人。Transferor and Transferee may be collectively referred to as the “Parties” and individually as a “Party”.RECITALSWHEREAS,鉴于 Jinan HIJ Real Estate Developing Co., Ltd. (置业有限公司) (the “Company”) is a cooperative joint venture company established by Transferor and Transferee in accor

4、dance with the Joint Venture Contract and the Articles of Association signed by the Parties. Transferor holds 50% of the equity interest股权 in the Company.WHEREAS, Transferor desires to sell to Transferee, and Transferee desires to purchase from Transferor the equity interest which Transferor holds i

5、n the Company in accordance with the terms and conditions set out hereunder (the “Transaction”). 1 Interpretation1.1 Definitions. Unless otherwise defined in this Agreement, capitalized terms used in the English version of this Agreement and the terms in bold used in the Chinese version of this Agre

6、ement shall have the following meanings: “AIC” means Jinan Administration for Industry and Commerce or its competent local counterpart.及其相关分支机构。及其下属地方单位。指济南是工商局或其相关分支机构“Business Day” means any day except Saturday, Sunday and legal holidays in the PRC.“Closing” 交割收盘has the meaning ascribed thereto in

7、 Section 4.“Closing Date” means the date on which the Closing shall take place.“Consideration” has the meaning ascribed thereto in Section 3.1. “Encumbrance”产权负担，权利负担，权益负担。 means any claim, charge特别担保, easement, encumbrance, lease, covenant, security interest (including, without limitation, any mort

8、gage, pledge or lien抵押，质押和留置), option, rights of others, restriction (whether on voting, sale, transfer, disposition or otherwise), or cloud on title产权不清晰 or any title defect, whether imposed by agreement, understanding理解, law, equity or otherwise, but excluding any restriction on transfer imposed p

9、ursuant to the articles of association of the Company. 指任何不论是由合同、协议、法律、衡平法或是其他施加的主张、指控、地役权、留置权、租赁、合约、担保利益基于。产生的“Transferred Equity” means the 50% of equity interest of the Company which Transferor holds. “Material Adverse Change” means any progress or change which has a material adverse effect on th

10、e Company and results in breach, impossibility of performance or meaninglessness to continue the performance of this Agreement. “Examination and Approval Authorities” means Jinan Municipal Foreign Trade and Economic Cooperation Bureau, which is competent to approve this Agreement.“SAFE” means the St

11、ate Administration of Foreign Exchange or its competent local counterpart. 相关的地方分支机构 “Escrow Agreement” means the escrow agreement to be entered into among Transferor, Transferee and Hana bank韩亚银行, Harbin Branch (the “Escrow Bank”) within 60 days following the execution签署 date of this Agreement, und

12、er which an escrow account will be opened (the “Escrow Account”) within the Escrow Bank for holding the payments due under this Agreement. 在托管协议项下，而不是本协议项下。托管协议“Transfer Notice” have the meaning ascribed under Escrow Agreement. “PRC” or “China” means the Peoples Republic of China, solely for purpose

13、s of this Agreement, excluding Hong Kong, the Macau Special Administrative Region and Taiwan.中国 “Effective Date” means the date on which this Agreement is approved by the Examination and Approval Authorities.2 Sale and Purchase of equity interest2.1 Subject to根据 the terms and conditions hereof, at t

14、he Closing, Transferor shall sell to Transferee, and Transferee shall purchase from Transferor the Transferred Equity free of any Encumbrance. 无权利负担状态下的被转让股权。2.2 All the obligations, rights and interests in connection with the Transferred Equity, including but not limited the seats on the board of d

15、irectors董事会席位, voting rights投票权 and rights of allocation of dividends shall be transferred from Transferor to Transferee as of the Closing Date.3 Consideration and Payment3.1 The Parties agree that the consideration of Transferors sale of the Transferred Equity is RMB225,224,179The previous price of

16、 RMB275,000,000 minus EFEs capital injection in 2008 of RMB49,775,820.87 (the “Consideration” or “Equity Transfer Price”). Transferee shall pay the Consideration in USD of RMB equivalent与人民币等值的美元. Unless otherwise agreed in writing, the Equity Transfer Price shall be definite, from signing of this A

17、greement till the Closing Date, the profit and loss incurred by the Company during its normal operation shall not be considered into the Equity Transfer Price; and any change in the operational and financial status of the Company shall not constitute a reason for either Party not to pay, transfer or

18、 assign all of any Equity Transfer Price or the Transferred Equity, or to request an increase or reduction, early or late payment of the Equity Transfer Price, or to change any terms under this Agreement.3.2 The Transferee shall pay the Transferor the Equity Transfer Price at the time as set out bel

19、ow:(a) 在。之前before 30 April 2011, the Transferee shall pay RMB60,000,000 to the Transferor;(b) before 30 June 2011, the Transferee shall pay RMB65,000,000 to the Transferor; (c) before 31 August 2011, the Transferee shall pay RMB85,000,000 to the Transferor; and(d) before 31 December 2011, the Transf

20、eree shall pay the remaining of RMB15,224,179 to the Transferor.3.3 To advance the Transaction, Transferee shall pay the Transferor the Consideration using an agreed mechanism of Escrow Account according to Escrow Agreement and the Consideration shall be paid into the Escrow Account in two installme

21、nts in the following way:(a) RMB125,224,179 shall be paid to the Escrow Account no latter than May 30, 2010; and(b) RMB100,000,000 shall be paid to the Escrow Account no latter than August 4, 2010.After this Agreement being approved by the Examination and Approval Authorities and SAFE and a Transfer

22、 Notice has been given by Transferor to Escrow Bank as provided under Escrow Agreement, then Transferee shall cause促使 the Escrow Bank to convert into US dollars based on the rate of the Escrow Bank and pay the consideration to Transferor according to Section 3.2 within 3 days针对payde 的规定 following Tr

23、ansferors Transfer Notices to the offshore account of Transferor as set out in Section 3.8 below. The relevant conversion commission charged by bank shall be borne by the Transferee.3.4 The Parities agree that, for avoidance of doubt为避免疑虑 歧义, Transferee shall be obliged to pay the Consideration in f

24、ull without the right to make any set-off, deduction or withholding (other than taxes or fees levied on the transferor if and to the extent required by the relevant tax authorities or SAFE, or deducted pursuant to the board resolution of the Company or otherwise agreed in writing by the Parties;) no

25、twithstanding the above said , Transferee shall undertake that in no case shall any tax or fees be imposed on Transferors equity injection into the Company. In the event tax authorities or other government bodies require Transferee to withhold taxes or fees from the Consideration payable to Transfer

26、or, Transferee may withhold relevant amount from Consideration in accordance with the requirement of the tax demand or other similar documents, and pay the withheld amount to the tax authorities or other government bodies, provided that Transferee shall provide Transferor with the tax return or othe

27、r similar documents within thirty (30) days after the date of payment to evidence the withholding tax has been paid to the tax authorities or other government bodies. Notwithstanding the above said, Transferee shall undertake to gross-up承担 补足 any tax that may be imposed on Transferors equity injecti

28、on of RMB125 million which represents part of the Equity Transfer Price. If, for any reason, such tax is levied upon Transferor E or its assignee代理人，受让人、继受人, Transferee shall not deduct such tax from the Equity Transfer Price but rather promptly pay it from its own resources so that the Equity Trans

29、fer Price shall remain unchanged3.5 If Transferee fails to make payment as stipulated under Section 3.2, Transferor is entitled to overdue interest from the day on which the payment is due till the date when full outstanding amount is paid to and received by Transferor at an interest rate of 1 daily

30、. 3.6 If for any reason Transferee fails to fully cooperate with the Examination and Approval Authorities and SAFE which cause Equity Transfer Price cannot be paid on time pursuant to this Agreement, and/or pay or cause the Escrow Bank to remit汇款 any or all the Equity Transfer Price and any interest

31、 accumulated thereon within 5 days following approval of SAFE and the Transfer Notice given by Transferor to the Escrow Bank, such failure shall be regarded as material breach (the “Material Breach”) under this Agreement, then without derogating from any other remedy available to Transferor under an

32、y agreement, applicable law or otherwise, Transferor has following options (i) continue to perform this Agreement and Transferee is still obliged to pay the Equity Transfer Price and overdue interest; or (ii) to terminate this Agreement, while all the payments made to Escrow Account shall be deemed

33、as liquidated damage of Transferor. Transferor shall issue a Default Notice according to Escrow Agreement and Escrow Bank will release above liquidated damage to an account designated by Transferor. Additionally, Transferee shall pay RMB180 million to Transferor as compensation to its losses. 3.7 No

34、twithstanding Sections 3.5 and 3.6 above, the Parties agree that upon the occurrence of Material Breach, Transferor is entitled to assign its creditor's rights to all or any part of the Equity Transfer Price, including any interest accumulated thereon under this Agreement to any third party. Onc

35、e Transferor exercise its assigning right and notify Transferee as such, relevant creditor's right shall be transferred and vested to such third party assignee which shall have good, valid and marketable title thereto. On the occurrence of Creditor Right Transfer, Transferees payment obligation

36、owed to such third party assignee shall become immediately due and payable, and Transferee is obliged to make relevant payment as it is notified by such third party assignee. Upon full payment by Transferee of the Equity Transfer Price股权转让价格 to Transferors offshore account or to the third party assi

37、gnee of Transferor, Transferor is obliged to cooperate with Transferee to complete the equity transfer under this Agreement.3.8 The details of the bank account designated by Transferor are as follows, unless Transferor delivers a written notice to Transferee as to any change to the account:Name of a

38、ccount: E.F.E. (BARBADOS) HOLDINGS INC.Number of account: 808 439962 274Bank: The Hong Kong and Shanghai Banking Incorporation LimitedBank Address: No. 1, Queen Road, Central Hong Kong. 4 Closing4.1 The consummation of the transfer of equity interest under Section 2 hereunder (the “Closing”) shall o

39、ccur within three (3) Business Days after occurrence of all of the following: (a) this Agreement has been executed by the duly authorized representatives of the Parties;(b) all representations and warranties given by Transferee under this Agreement are true, accurate, complete and not misleading; on

40、 or before the Closing Transferee has fulfilled or complied with all the undertakings, agreements and obligations as required by this Agreement;(c) the Company has approved through the resolutions of the board of directors the transfer of the shares of the Company;(d) this Agreement have been approv

41、ed by the Examination and Approval Authorities; and (e) Transferee has paid the Consideration in full in the offshore account of Transferor along with any overdue fee and liquidated damages. 4.2 Transferor and Transferee shall use any reasonable effort to procure that the conditions set out in Secti

42、on 4.1 be satisfied as early as possible. Upon request of the other Party, the Party shall collaborate in a timely manner and provide all necessary information and assistance as required by the Examination and Approval Authorities, AIC, SAFE and other government bodies. To the extent possible, Trans

43、feror shall be entitled to waive any of the conditions stipulated under Section 4.1 above.4.3 Within five (5) Business Days after occurrence of all of the events as set out in Section 4.1 above, Transferor shall proactively cooperate with Transferee to go through the formalities to consummate the tr

44、ansfer of the Transferred Equity, including without limitation the change in AIC registration, amendment to articles of association, removal of board members and officials, handover, and any other relevant formalities. 5 Representations and Warranties of Transferor5.1 Transferor represents and warra

45、nts to Transferee as of the date hereof and as of the Closing Date:(a) Transferor is a company duly organized, validly existing and in good standing under the laws of Barbados. Transferor has all requisite corporate power and authority to execute and deliver this Agreement and the other agreements a

46、nd instruments contemplated hereby to which Transferor is a party and consummate the Transaction contemplated hereunder. (b) Transferor has full title to and legal and effective entitlement to dispose of the title to the Transferred Equity, and has been registered as the shareholder of the Company a

47、ccording to applicable laws. 5.2 If any of the representations and warranties by Transferor under Section 5 becomes inaccurate or untrue, then such event constitutes a breach of this Agreement. The breaching Party shall compensate the non-breaching Party for any actual losses and damages suffered by

48、 the non-breaching Party as a result of such breach.6 Representations and Warranties of声明与保证 Transferee6.1 Transferee represents and warrants to Transferor that as of the date hereof and as of the Closing:(a) Transferee is duly organized适当组建, validly existing有效存续 and in good standing处于良好运营状态声誉良好,资格完

49、好的 under the laws of the PRC and has all requisite必备的 power and authority to execute and deliver签署和提交 this Agreement and the other Transaction documents, to perform each of its obligations hereunder and under any agreement 计划预期contemplated hereunder在本协议上 to which it is a party with effort to consumm

50、ate完成 the Transaction. (b) All corporate action necessary on the part of Transferee has been taken for the authorization, execution, and delivery by Transferee of this Agreement and the performance by Transferee of its obligations hereunder. This Agreement constitutes the valid and legally binding o

51、bligation of Transferee and enforceable in accordance with its terms as of the Effective Date.(c)The execution, delivery交付, and performance by Transferee of this Agreement does not require the consent of any third party and will not result in any violation of, be in conflict with, or constitute a de

52、fault under, with or without the passage of time or the giving of notice且不管时间推移或者是否通知, any provision of its constitutional documents as in effect at the date hereof, any applicable law, or any contract or obligation to which it is a party or by which it is bound. (d)Transferee represents that it has

53、 sufficient funds from legitimate sources to pay the Consideration for the transfer of the equity interest under this Agreement.受让方陈述其有足够的来源合法的资金支付本协议项下的股权转让的对价。(e)Transferee represents that as a controlling shareholder of the Company, it is fully familiar with the Company, its activities, business

54、and operations, and accordingly is acquiring the Transferred Equity on an “As Is” basis. 按现状出售6.2 If any of the representations and warranties by Transferee under Section 6 becomes inaccurate or untrue, then such event constitutes a breach of this Agreement. The breaching Party shall compensate the

55、non-breaching Party for any actual losses and damages suffered by the non-breaching Party as a result of such breach. 7 Covenants and Undertakings担保7.1 Covenants and Undertaking of the Transferee(a) Except as otherwise specifically permitted by this Agreement, from the date hereof to the Closing自本协议

56、签署日至交割日, Transferee shall use its best efforts尽最大努力 to cause the Company (including causing the directors appointed by it to vote to approve) to carry on its business in the ordinary course of business consistent with past practice and in substantially the same manner as conducted prior to the date

57、hereof and use best efforts to preserve its present business, operations, organization and goodwill商誉 and its relationships with customers and others having business dealings therewith, and shall not cause any Material Adverse Change重大不利变化 to the business and operation of Company. (b) From the execu

58、tion of this Agreement till the Closing, Transferee shall not, and shall cause the Company not to, take any action without the prior written consent of Transferor, which (i) would render 给予any representation or warranty in this Agreement untrue in any material respect, or (ii) could result in any co

59、venant contained in this Agreement becoming incapable of performance. Transferee shall promptly advise通知告知 the Transferor of any action or event of which it becomes aware which could have the effect of making any such representations or warranties incorrect in any material respect if given with reference to考虑到 facts and circumstances then介时 existing or which has the effect of rendering any such covenants