Equity Transfer Agreement between Italy Baopiao (Hong Kong) Apparel Development Co., Ltd. and Hong Kong Alberta Holdings Limited
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Summary
Italy Baopiao (Hong Kong) Apparel Development Co., Ltd. agrees to transfer its entire 100% ownership in Baopiao (China) Light Industry Co., Ltd. to Hong Kong Alberta Holdings Limited for HKD 50 million. Party B must pay the full amount within 30 days of signing, or pay daily penalties for late payment. The transfer is subject to approval by Chinese authorities, after which all rights and obligations shift to Party B. The agreement is governed by Chinese law and disputes will be resolved by arbitration in China.
EX-10.1 4 ex10-1.htm ex10-1.htm
Exhibit 10.1 Equity Transfer Agreement (English Translation) Party A: Italy Baopiao (Hong Kong) Apparel Development Co., Ltd. Address: Tower C, No. 9 Nantian Mansion, No. 275 Beijiao Yinghuang Street, Hong Kong Party B: Hong Kong Alberta Holdings Limited Address: RM 42,4F, Xinxianli Mansion, No.10 Middle Circle Xuechang Street, Hong Kong In consideration of the mutual promises contained herein, with regard to the transfer of shares of Baopiao (China) Light Industry Co., Ltd., a wholly foreign owed enterprise in China, the parties herewith agree as follows: 1. Italy Baopiao (Hong Kong) Apparel Development Co., Ltd., the original investor, agrees to transfer its 100% equity interest in Baopiao (China) Light Industry Co., Ltd., a wholly foreign owed enterprise in China, with registered capital of HKD 50 million, to the Party B. The Party B agrees to purchase such equity interest. 2. Before competent government authorities approve the equity transfer, the rights and obligations of Baopiao (China) Light Industry Co., Ltd. shall be handled according to the original Article of Association, and shall have no effect on Party B. After competent government authorities approve the equity transfer, the rights and obligations of Baopiao (China) Light Industry Co., Ltd. shall be borne by Party B, and have no effect on Party A. 3. The transfer price of the equity interest is HKD 50 million. Party B shall pay the transfer price to Party A within 30 days following the execution of this agreement. If Party B fails to perform its obligation, it shall pay liquidated damages in the amount of 1% of the transfer price per day. 4. This agreement is governed by the laws of People's Republic of China. 5. Dispute resolution: The parties shall settle disputes through negotiation. If the negotiation fails, the dispute shall be submitted to China International Economic and Trade Arbitration Commission for arbitration. The arbitration award shall be final. 6. This agreement shall be in five copies. Each party shall take one copy. This agreement shall take effect on the execution by the two parties and obtaining approval from competent government authorities. 7. This Agreement is executed in Huian, Quanzhou, on February 26, 2009. Party A: Italy Baopiao (Hong Kong) Apparel Development Co., Ltd. Legal representative: Li Haiting /s/ Li Haiting - -------------------------------- Party B: Hong Kong Alberta Holdings Limited Legal representative: Li Haiting /s/ Li Haiting - -------------------------------- February 26, 2009