Equity Transfer Agreement between Lihua Liu et al. and International Lorain Holding, Inc. for Junan Hongrun Foodstuff Co., Ltd.
This agreement is between several individual and corporate shareholders (the Transferors) and International Lorain Holding, Inc. (the Transferee). The Transferors agree to sell their combined 100% equity interest in Junan Hongrun Foodstuff Co., Ltd. to the Transferee for US$2,382,860 (RMB 19 million). The payment will be made in three installments within 90 days. After the transfer, the Transferee assumes all rights and obligations related to the company. Disputes will be governed by Chinese law and resolved in the Junan County People's Court.
Exhibit 10.18
Equity Transfer Agreement
Transferor: Lihua Liu, Shixiang Wang, Junxia Wang, Yuan Tian, Lantao Li, Yubo Liu, Zhixu Sun, Guangxing Han, Linying Wang and International Lvan Co., Ltd.
(Party: A)
Transferee: International Lorain Holding, Inc.
(Party: B)
In accordance with the negotiations between two parties, the two parties conclude this equity transfer agreement, as follows:
I
the two parties are as follows:
Transferor: Lihua Liu, Shixiang Wang, Junxia Wang, Yuan Tian, Lantao Li, Yubo Liu, Zhixu Sun, Guangxing Han, Linying Wang and International Lvan Co., Ltd.
(Party: A)
Transferee: International Lorain Holding, Inc. (Party: B)
Address of Party B: George Town, Cayman Islands
Legal Representatives：Hisashi Akazawa
Nationality：Japanese
II
Party A agrees to transfer Lihua Liu’s 51%, Shixiang Wang’s 8.25%, Junxia Wang’s 8.25%, Yuan Tian’s 2.25%, Lantao Li’s 2.25%, Yubo Liu’s 2.25%, Zhixu Sun’s 0.25%, Guangxing Han’s 0.25%, Linying Wang’s 0.25% and International Lvan Co., Ltd.’s 25% equity of Junan Hongrun Foodstuff Co., Ltd to International Lorain Holding, Inc. all amount of US$2.38286million(RMB19million), accounts for 100% of the registered capital.
III
Within 90 days from the effective day, Part B should pay the equity transfer fee to Part A by bank transfer for 3 times in accordance with the currency and amount stated above.
IV
Party B shares and assumes all the rights and obligations that stated in Junan Hongrun Foodstuff Co., Ltd’s Charter that hold by Party A.
V
If either party of the agreement fail to implement the terms herein partly or totally, the party will bear responsibility for breach of the agreement. Should the breach is caused by two parties; each will take corresponding responsibility for breach of the agreement. The establishments, force, explanation, commence and solutions of dispute are governed by the laws of PRC. The disputes between two parties should be resolved through consultations, otherwise, two parties hereby submit to the jurisdiction of the Junan County People's Court.
VI
This agreement is made in the office of Junan Hongrun Foodstuff Co., Ltd. in August 19th of 2006.
Please confirm that the foregoing is in accordance with your understanding of our agreement by signing a copy of this letter
Party A：
Party B：International Lorain Holding, Inc.
Legal Representatives：
