TransferContract

Transfer Contract

Contract No.[MSL09092901-1]

This transfer contract was signed by the following parties on November 4, 2009 in Shanghai.

 

(1)	Zhumadian Zhongpin Food Co., Ltd, registered address is Industrial Concentration Area, Suiping County, Zhumadian City, Henan Province, Postcode: ________, Tel:, 0374 ###-###-####, Fax ###-###-#### (“Transferor”): and

 

(2)	De Lage Landen (China) Co., Ltd. registered address Room 1105, AZIA Center, No.1233 Lujiazui Ring Road，Shanghai Pudong, Postcode 200120，Tel 021-68889696，Fax 021-68881530（“Transferee”）.

 

Whereas:

 

1. Transferor and vendors ("Vendor") of the equipment set out in Appendix One ("Equipment") signed a sales contract (collectively, the "Sales Contract") in respect of the Equipment, (the transferor should provide the sales contracts and copies of equipment invoices vendors issued to the lessee based on the request of the transferee, and provide the original version of the sales contracts and equipment invoices for verification in accordance with the requirements of the transferee);

3. Transferor agrees to sell the equipment to the transferee, the transferee agrees to lease the equipment to the transferor at the same time, and entered a financial leasing agreement (the "Leasing Agreement") with the transferor in respect of financing leasing of equipment, the contract number is [MSL09092901];

 

Therefore, through friendly consultation the two sides signed the following provisions:

1. Transferor agreed to sell the Equipment to the transferee, the transferee agreed to purchase the Equipment from the transferor.

2. Transferee agreed to pay for the Equipment at the purchase price of RMB [41,000,000.00] ("Purchase Price") to the transferor in accordance with this contract, to obtain ownership of the Equipment and all other interests, and at the same time lease out the Equipment to the transferor for use.

3. Since the transferee paid the purchase price to the transferor or the account designated in written by the transferor in accordance with the provisions of this contract, the ownership of the Equipment and all other interests is transferred to the transferee unconditionally and irrevocably. Both sides unanimous consented and confirmed, for the purpose of financing leasing of equipment, Equipment from the commence date of term, the transferee is entitled to collect from the transferor the rentals under the leasing agreement, the rental proceeds is owned by the transferee and is non-refundable in any case

4. Since the two sides agreed to use the down payment (RMB 1,000,000.00), deposits RMB (3,615,000.00), and management fees (RMB 600,000.00) that should be paid by the transferor under the lease agreement with contract number of [MSL09092901], to offset the purchase price that should be paid by transferee to the transferor or to the account designated in written by the transferor, namely, the transferee only need to pay the RMB [35,785,000.00] to the transferor, that fulfilled all payment obligations under this contract, namely, the transferee has paid off the transfer price.

Notwithstanding the above, at any time before all the preceding conditions are fully met, the control right of transferor has material changes, or the net value, financial situation, profitability of the transferor deteriorates significantly, the transferee has no obligation to pay the purchase price and has the right to terminate this contract under provision 11.

5. For avoidance of doubt, the transferor herein confirmed that if transferee pays the transfer price to the account designated in written by the transferor, the transferor was deemed as fulfilling the payment obligations of the equipment purchase price under this contract.

6. For the purpose of this contract, the transferor makes representations and warranties herein:

7. The transferor signed the acceptance certificate under the leasing agreement or was deemed to have accepted the equipments under the leasing agreement, therefore the equipments shall be deemed to have been completed delivered by the transferor (as seller) to the transferee (as buyer) in perfect condition. The risk of equipment loss and damage shall be borne by the transferor under any circumstances; the transferee will not take the risk of equipment loss and damage under any circumstances.

9. The transferor confirmed that they choose equipments and vendors on their own. If the equipments have some quality defects or infringe intellectual property rights of third party, or the equipments are inconsistent with the requirements of purchase contract, or vendors and/or import and export companies have other nonperformance behaviors, the transferee does not assume any responsibility, the transferor should directly exercise the right to claim from vendors, the results and costs of claims should be borne by the transferor themselves. Regardless of whether the transferor is able to get compensation through claim, and regardless of whether the claim is in progress, the rental payment obligations and other obligations of the transferor under the agreement will not be affected.

10. Transferor undertakes that the transferee will obtain the full ownership of the equipments according to this contract and the transferee is the sole owner of the equipments. If the transferor breached the contract and led to failure of the transferee to obtain the full ownership of the equipments, or the ownership of the equipments and any other rights of the transferee suffered any restrictions or damages, the transferee has the right to terminate this contract and the leasing agreement. Under such circumstances, the transferor shall not only refund the full purchase price to the transferee, but also compensation for all losses, costs and expenses suffered by the transferee for that reason, including but not limited to the full benefits the transferee could obtain by leasing the equipment to transferor, and transferor should guarantee the transferee free of any third party claims. If breach of representations and warranty under this contract by the transferor led to invalidation of this contract determined by the judiciary, or/and the transferee was imposed some relevant administrative punishment, the transferor agrees to give full compensation to the transferee for their damages (including, but not limited to, the full benefits the transferee could obtain by leasing the equipment to transferor, as well as fines imposed by the relevant departments on the transferee, etc.). This provision is effective independently and will not become invalid because of the invalidation of this contract.

11. If the transferor refuses to issue acceptance certificate, or any event of default occurred prior the commence date of term, or the transferor fails to provide all payment documents according to the provision 4 of this contract, the transferee has the right to terminate the lease agreement. If this lease agreement terminated for this reason, the transferor shall return all sums they have received, and compensate for all losses and therefore costs suffered by the transferee, including but not limited to the payments, taxes and other payments that the transferor paid to the seller, government agencies and/or any third party according to this financial lease. The transferee has no obligation to return the rentals.

12. This contract is governed by the PRC laws. Any dispute resulted from or related to this contract, if the negotiation fails, the two sides agreed to submit to the Shanghai-based China International Economic and Trade Arbitration Commission Shanghai Branch and such dispute shall be arbitrated in accordance with its arbitration rules. The arbitral tribunal shall consist of three arbitrators, the transferor and the transferee can choose their respective arbitrator, presiding arbitrator will be appointed in accordance with its arbitration rules by the Arbitration Commission. Arbitration award is the final and binding upon both parties, and the costs of arbitration will be borne by the losing party.

13. This contract enters into force after the day both parties sign and seal. There are two originals of this contract, each party possess one.

 

(No text in following page)

Transferor: Zhumadian Zhongpin Food Co., Ltd

Signatory: /s/ Li Haobin

Title

Transferee: De Lage Landen (China) Co., Ltd.

 

Signatory: /s/ De Lage Landen (China) Co., Ltd.

Title

APPENDIX ONE：