Equity Transfer Agreement among Jinjiang Baopiao Shoes Co., Ltd., Hong Kong Tianxinhang Co., Ltd., and Alberta Holdings Limited

Summary

This agreement involves Jinjiang Baopiao Shoes Co., Ltd. (Party A), Hong Kong Tianxinhang Co., Ltd. (Party B), and Alberta Holdings Limited (Party C). Parties A and B agree to transfer all their equity interests in Fujian Jinjiang Pacific Shoes Co., Ltd. to Party C for a total of RMB 5 million, to be paid in cash within six months after the company's registration change. The agreement is governed by Chinese law, requires approval from authorities, and includes provisions for dispute resolution and damages for breach.

EX-10.2 5 ex10-2.htm ex10-2.htm

Exhibit 10.2 Fujian Jinjiang Pacific Shoes Co. Ltd. Equity Transfer Agreement (English Translation) Party A: Fujian Jinjiang Chendai Handai Xinxing Shoes Factory (the name has been changed to Jinjiang Baopiao Shoes Co., Ltd.) Address: Handai, Chendai, Jinjiang City Legal Representative: Li Huolian Party B: Hong Kong Tianxinhang Co., Ltd Address: 19F B, Changjia Industry Mansion, No.345 Defudao West, Hong Kong Representative: Xie Yinning Party C: Alberta Holdings Limited Address: 9th Floor, Po Chenong Commercial Building No.29 Prat Avenue, Kowloon, Hong Kong Representative: Li Haiting Fujian Jinjiang Pacific Shoes Co., Ltd. (the "Company") is a Sino-foreign joint venture company invested by Party A and Party B establish according to Certificate No. Jin [1993] Wai 101. Party A and Party B agree to transfer all the equity interests they hold in the Company to Party C. In consideration of the mutual promises contained herein, Party A, Party B and Party C herewith agree as follows: 1. Party A agrees to transfer all the equity interest (capital contribution of RMB 1.4 million, accounting for 28% of the register capital of the Company) it holds in the Company to Party C. Party C agrees to accept all the equity interest held by Party A. The transfer price of the equity interest is RMB1.4 million. Party C shall pay the transfer price to Party A in cash in single installment within six months following the change of registration of the Company. 2. Party B agrees to transfer all the equity interest (capital contribution of RMB 3.6 million, accounting for 72% of the register capital of the Company) it holds in the Company to Party C. Party C agrees to accept all the equity interest held by Party B. The transfer price of the equity interest is RMB3.6 million. Party C shall pay the transfer price to Party B in cash in single installment within six months following the change of registration of the Company. 3. Whereas the register capital of the Company has been paid up in full (as certified by Capital Verification Report No. Quanzhou Zhonghe Yan Zi [2001] 021), the investor of the Company shall bear liability limited by the register capital it pays. 4. This agreement is governed by and interpreted under the laws of People's Republic of China. 5. This agreement shall be observed by the three parties. Any party in breach of this agreement shall pay damages for any and all losses suffered by other parties. <PAGE> 6. Dispute Resolution: any dispute arises out of this agreement shall be settled by negotiation. If negotiation fails, any party may submit the dispute to local people's court. 7. This agreement shall take effect upon the execution of the three parties and obtaining approval from competent authorities. 8. The agreement shall be executed in six copies. Each of Party A, Party B and Part C shall take one copy. The Company shall take one copy. Two copies shall be filed with relevant authorities. Party A: Jinjiang Baopiao Shoes Co., Ltd. /s/ Li Huolian - --------------------------------------- Legal Representative: Li Huolian Party B: Hong Kong Tianxinhang Co., Ltd. /s/ Xie Yinning - --------------------------------------- Representative: Xie Yinning Party C: Alberta Holdings Limited /s/ Li Haiting - --------------------------------------- Representative: Li Haiting January 12, 2009, in the conference room of the Company