EX-10.8 2 f10k2018ex10-8_sunburst.htm ZHAOQING NENGCHENG IMPORT AND EXPORT CO. LTD INSTRUMENT OF TRANSFER DATED MARCH 8, 2019 BY AND BETWEEN SHENZHEN ZHENLONGBAO INVESTMENT CONSULTING CO. AND CHEN ZHIJIAN
ZhaoQing NengCheng Import and Export CO. LTD
Instrument of Transfer
Transferor: ShenZhen ZhenLongBao Investment Consulting CO., LTD. (Party A)
Address: Room 1702, Building 7, Vanke JinYu LanWan, No. 68, FuRong Road, ShaTou Street, FuTian District, ShenZhen, GuangDong, China
Transferee: Chen ZhiJian (Party B)
Address: Room 502, Building 3, No.47, ShuiBei 2nd Road, LuoHu District, ShenZhen, GuangDong, China
This contract is entered into by and between Party A and Party B with respect to Instrument of Transfer for ZhaoQing NengCheng Import & Export CO., LTD and signed on March 8, 2019 in the office of ZhaoQing NengCheng Import & Export CO., LTD. Based on the principle of equality and mutual benefit and through friendly consultation, Party A and Party B have reached as below:
Article 1 Transfer Price and Payment Method
１、甲方同意将持肇庆市能成进出口有限公司100%的股权共8000万元出资额，以 1 万元转让给乙方，乙方同意按此价格及金额购买上述股权。
1、Party A and B both agrees, Party B in consideration of RMB 10,000 paid to Party A transfer the RMB 80 million Shares of ZhaoQing NengCheng Import & Export CO., LTD. Party B will be hold 100% of ZhaoQing NengCheng Import & Export CO., LTD.
2、Party B agrees to pay a lump sum to party a in cash within 15 days after the conclusion of this contract Pay the above equity transfer fee.
Article 2 The Guarantee
１、甲方保证所转让给乙方的股权是甲方在肇庆市能成进出口有 限公司的真实出资，是甲方合法拥有的股权，甲方拥有完全的处分权。甲方 保证对所转让的股权，没有设置任何抵押、质押或担保，并免遭任何 第三人的追索。否则，由此引起的所有责任，由甲方承担。
1、Party A warrants that the equity transferred to Party B is the real investment made by party a in ZhaoQing NengCheng Import and Export CO., LTD. and is legally owned by Party A, and Party A has the full right to dispose of the equity. Party A warrants that it has not set up any mortgage, pledge or guarantee for the transferred equity and is free from any third Party's recourse. Otherwise, all responsibilities arising there from shall be borne by Party A.
2、After the transfer of Party A's equity, the rights and obligations originally enjoyed by party a in ZhaoQing NengCheng Import and Export CO., LTD. shall be transferred to Party B along with the equity transfer.
3、Party B acknowledges the articles of incorporation of ZhaoQing NengCheng Import and Export CO., LTD., and warrants that it shall fulfill its obligations and responsibilities in accordance with the articles of incorporation.
Article 3 Profit and Loss Sharing
Party b shall become the shareholder of ZhaoQing NengCheng Import and Export CO., LTD. After the company is approved by the market supervision and management authority and the registration of shareholder changes, and shall share the profits and losses of the company according to the proportion of capital contribution and the articles of association.
Article 4 Expenses
The relevant expenses of this equity transfer shall be borne by both parties.
Article 5 Modification and Termination of the contract
The contract may be modified or rescinded under any of the following circumstances, provided that the parties hereto shall enter into a written modification or rescinding of the contract.
1、This contract cannot be performed due to force majeure or external causes that cannot be prevented despite no fault of either party.
2、One party loses the ability to perform the contract.
3、Due to the breach of contract by one or both parties, the economic interests of the non-breaching party are seriously affected, making the performance of the contract unnecessary.
4、In case of any change, both parties agree to modify or terminate the contract through negotiation.
Article 6 Dispute Resolution
1、All disputes relating to the validity, performance, breach and termination hereof shall be settled by the parties through friendly consultation.
2、If no agreement can be reached through negotiation, either party may apply for arbitration or file a lawsuit with the people's court.
Article 7 Conditions and Date Of Effectiveness
This contract shall come into force after being signed by all parties.
Article 8 This contract is made in quadruplicate, with each party holding one copy and one copy submitted to the market supervision and administration authority, and one copy kept by ZhaoQing NengCheng Import and Export CO., LTD. Both copies shall have the same legal effect.
|ShenZhen ZhenLongBao || ||Chen Zhijian|
Investment Consulting CO.
|/s/ Guangxiang He || ||/s/ Chen Zhijian|
Name: Guangxiang He
|Party A (signature) : || ||Party B (signature) :|
March 8, 2019
2019 年3 月8 日