Nutrastar International Inc.: Exhibit 10.1 - Filed by newsfilecorp.com




Exhibit 10.1

ENGLISH TRANSLATION OF 
EQUITY TRANSFER AGREEMENT

THIS EQUITY TRANSFER AGREEMENT (this “Agreement”)
is made in the city of Harbin, Heilongjiang Province, China on the execution
date by and among the following parties:

	 Transferor :	New Zealand Wayne’s New Resources Development
      Co., Ltd. 
	 	Registered Address: 2nd Floor, Abbott Building,
      Lord Town, Tuote La 
	 	Island, British Virgin Islands; 
	 	  
	 Transferee:	 Han, Lianyun, 
	 	ID card number: 230103195609050068 
	 	Address: Room 205, the 2nd Unit, No.75,
      Wenjing St., Nangang District, 
	 	Harbin; 
	 	  
	 Transferee: 	Han, Lianxue, 
	 	ID card number: 230103195308233215 
	 	Address: No.18, Ashehe St., Nangang District, Harbin;
    
	 	  
	 Transferee: 	Han, Lianju, 
	 	ID card number: 23010319500906161X 
	 	Address: Deputy 509, Railway St., Nangang District,
      Harbin; 
	 	  
	 Transferee: 	Zhang, Weihan, 
	 	ID card number: 230103198105020037 
	 	Address: Room 205, the 2nd Unit, No.75, Wenjing
      St., Nangang District, 
	 	Harbin; 
	 	  
	 Transferee: 	Luan, Yuehong, 
	 	ID card number: 230103198105270626 
	 	Address: Room 1610, the 1st Floor, No.59, West
      Dawang Road, Chaoyang 
	 	District, Beijing; 
	 	  
	 Transferee: 	Zhang, Chunming, 
	 	ID card number: 230502196901241312 
	 	Address: No.13, Tiedong Alley, Zhanbei Road, Jianshan
      District, 
	 	Shuangya Mountain City, Heilongjiang; 
	 	  
	 Transferee: 	Li, Xinjun, 
	 	ID card number: 230106581023321 
	 	Address: No.4, Xiangbin Road, Xiangfang District,
      Harbin; 


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	Transferee: 	Jiang, Nana, 
	 	ID card number: 230902197705081223 
	 	Address: No.70, Dacheng St., Nangang District,
      Harbin; and 
	 	  
	 Transferee: 	Lang, Fengxi, 
	 	ID card number: 230107196403211030 
	 	Address: Room 403, the 5th Unit, Dianji 2nd Building,
      No.10-5, Leyuan 
	 	St., Dongli District, Harbin; 


(Above transferees are hereinafter collectively referred as the
“Transferees” and each a “Transferee”, and the Transferor and the
Transferees are collectively referred as the “Parties”)

WHEREAS,

	
      (1) 
	
      Heilongjiang Shuaiyi New Energy Development Co., Ltd.
      (the “Company”) is a limited liability company incorporated in
      Harbin, Heilongjiang, under the laws of the PRC, with its registered
      address at No. 41, Hanguang St., Nangang District, Harbin. The current
      registered capital of the Company is RMB 60,000,000;





	(2) 	
      According to the Equity Transfer Agreement made by and
      among the Transferor and the Transferees on July 28th , 2008
      (the “2008 Equity Transfer Agreement”), the Transferees, as
      original shareholders of the Company, were obliged to transfer to the
      Transferor the 100% of the Company’s shares they held, at the price of RMB
      60,000,000. The equity transfer aforesaid has come into effect via the
      approval of the Merchants Bureau of Heilongjiang Province. The Company has
      obtained the Certificate of Approval for Establishment of Enterprises
      with Foreign Investment in the People’s Republic of China

	 	 
		
      (certificate number: Shang Wai Zi Hei Zhao Wai Zi Han Zi
      [2008] No.0160), and altered into a wholly foreign-owned enterprise.
      Thereupon, the Transferor held 100% of the Company’s shares. Later, the
      Transferor paid (i) USD 50,269 to the Transferee, Han Lianyun, on March
      3rd , 2009, (ii) USD100,000 to another Transferee, Luan
      Yuehong, on April 1st, 2010, and (iii) USD 400,000 to the Transferee Han
      Lianyun again on April 22nd , 2010, which added up to USD
      550,269 in total. As of the date of this Agreement, the Transferor has not
      paid the balance amount of the transferring price; and

	 	 
	(3) 	
      The Transferor is unable to pay the balance amount of the
      transferring price, and the Transferor is willing to transfer 100% equity
      interest in the Company held by it to the Transferees for free, and the
      Transferees are willing to accept such transfers.



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NOW THEREFORE, the Parties hereby agreed as follows:



	1. 	
      Equity to be Transferred

	 	 	 
	1.1 	
      The Transferor agrees to transfer 100% of the Company’s
      shares (the “Targeted Equity”) it hold, to the Transferees for
      free, in accordance with the terms and conditions specified in this
      Agreement, and the Transferees agree to accept the aforesaid equity
      transfer. The specific proportion of such transfer is as
follows:

	 	 	 
		(1) 	
      68.3% of the Company’s shares (the corresponding amount
      of contribution is RMB 40,980,000 yuan) shall be transferred to Han
      Lianyun;

	 	 	 
		(2) 	
      5% of the Company’s shares (the corresponding amount of
      contribution is RMB 3,000,000 yuan) shall be transferred to Han
      Lianxue;

	 	 	 
		(3) 	
      5% of the Company’s shares (the corresponding amount of
      contribution is RMB 3,000,000 yuan) shall be transferred to Han
    Lianju;

	 	 	 
		(4) 	
      5% of the Company’s shares (the corresponding amount of
      contribution is RMB 3,000,000 yuan) shall be transferred to Zhang
      Weihan;

	 	 	 
		(5) 	
      4.66% of the Company’s shares (the corresponding amount
      of contribution is RMB 2,796,000 yuan) shall be transferred to Luan
      Yuehong;

	 	 	 
		(6) 	
      4% of the Company’s shares (the corresponding amount of
      contribution is RMB 40,980,000 yuan) shall be transferred to Zhang
      Chunming;

	 	 	 
		(7) 	
      3.17% of the Company’s shares (the corresponding amount
      of contribution is RMB 1,902,000 yuan) shall be transferred to Li
      Xinjun;

	 	 	 
		(8) 	
      3.17% of the Company’s shares (the corresponding amount
      of contribution is RMB 1,902,000 yuan) shall be transferred to Jiang Nana;
      and

	 	 	 
		(9) 	
      1.7% of the Company’s shares (the corresponding amount of
      contribution is RMB 1,020,000 yuan) shall be transferred to Lang
      Fengxi.

	 	 	 
		
      The Transferees shall hold 100% of the Company’s shares
      altogether upon the completion of the transfer. The shareholding structure
      shall become as follows: 68.3% of the Company’s shares shall be held by
      Han Lianyun; 5% of the Company’s shares shall be held by Han Lianxue; 5%
      of the Company’s shares shall be held by Han Lianju; 5% of the Company’s
      shares shall be held by Zhang Weihan; 4.66% of the Company’s shares shall
      be held by Luan Yuehong; 4% of the Company’s shares shall be held by Zhang
      Chunming; 3.17% of the Company’s shares shall be held by Li Xinjun; 3.17%
      of the Company’s shares shall be held by Jiang Nana; and 1.7% of the
      Company’s shares shall be held by Lang Fengxi.



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	1.2 	
      The Parties have reached the agreement that, the transfer
      of the target equity shall include the dividend, bonus and the aggregated
      undistributed profits of the Company (if applicable), and all other
      incidental rights and interests attached to the target equities.

	 	 
	1.3 	
      The Parties hereby agree that the 2008 Equity Transfer
      Agreement shall be terminated in its entirety and shall be of no further
      force or effect from and after the effectiveness of this Agreement.
      Notwithstanding any provision of the 2008 Equity Transfer Agreement to the
      contrary, neither party shall have any further obligations thereunder or
      with respect thereto, except as specifically set forth herein.

	 	 
	2. 	
      PRICE AND PAYMENT

	 	 
		
      Considering the transferor is not able to pay the
      remaining price of the equity transfer contemplated in the 2008 Equity
      Transfer Agreement, the Parties have reached the following agreement
      through consultation: the Transferor agrees to transfer the 100% of the
      Company’s shares to Transferees for free, and the Transferees agree not to
      assert any claims for the aforesaid unpaid transfer consideration in
      future. With respect to the transferring price already paid by the
      Transferor to the two transferees, Han Lianyun and Luan Yuehong, in an
      aggregate amount of USD550,269 on the basis of the aforesaid Equity
      Transfer Agreement, the Parties agree to operate such sum as the
      liquidated damages for the Transferor’s breach of the foresaid 2008 Equity
      Transfer Agreement, and the two transferees shall not need to return such
      sum to the Transferor. The distribution proportion of the aforesaid
      liquidated damages among the Transferees shall be additionally discussed
      and decided by the Transferees.

	 	 
	3. 	
      EFFECTIVENESS OF AGREEMENT

	 	 
	3.1 	
      This Agreement is established upon signatures by all
      parties, and shall come into effect upon the official approval of the
      competent commercial approval authority.

	 	 
	3.2 	
      The Parties shall assist the Company to transfer the
      target equity hereunder to the Transferees (which means to change the
      registration information with the administration of industry and commerce
      that the Company is registered with, in respect of the transfer of the
      target equities hereunder to the Transferees) as soon as possible after
      the equity transfer contemplated herein has been approved by the competent
      commercial approval authority.



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	3.3 	
      The Parties shall closely cooperate with each other, and
      make their best efforts to obtain or complete all approvals, registrations
      and filing procedures necessary for the effectiveness of the equity
      transfer hereunder.

	 	 	 
	4. 	
      REPRESENTATIONS, WARRANTIES AND
  UNDERTAKINGS

	 	 	 
	4.1 	
      The Transferor represents, warrants and undertakes as
      follows, and acknowledges that the Transferees are relying on the truth
      and accuracy of, and the Transferor’s compliance with such
      representations, warranties and promises:

	 	 	 
		(1) 	
      The Transferor has all requisite power and authority to
      enter into this Agreement, and shall be bound as soon as this Agreement is
      signed;

	 	 	 
		(2) 	
      The Transferor’s obligations under this Agreement are
      legal and valid, and the performance of this Agreement will neither
      conflict with the obligations of the Transferor under other agreements and
      contracts, nor violate any applicable laws;

	 	 	 
		(3) 	
      The Transferor warrants that, as of the signature date
      hereof, the Targeted Equity is free of any pledge, mortgage and/or other
      property rights, and no claim will be made in respect of such equity by
      any third party;

	 	 	 
		(4) 	
      The Transferor warrants that the Targeted Equity is not
      involved in any litigation, arbitration, judicial preservation,
      enforcement, contingency or other material disputable, and all rights
      on/in the target equity hereunder are not affected by any of the foresaid
      matters;

	 	 	 
		(5) 	
      The Transferor hereby undertakes that, as of the
      completion day of the equity transfer, it shall not conduct any economical
      or legal activities mentioned in the preceding paragraph. The Transferor
      further undertakes that, at the request of the Transferees, it will take
      necessary actions to protect all rights in/on the target equity
      contemplated hereunder from being affected or restricted by any of the
      matters specified in the preceding paragraph; and

	 	 	 
		(6) 	
      The Transferor agrees to assist the Company to go through
      all the procedures required for the equity transfer set out
    hereunder.

	 	 	 
	4.2 	
      Transferees represent, warrant and undertake as follows,
      and acknowledge that the Transferor is relying on the truth and accuracy
      of, and the Transferees’ compliance with such representations, warranties
      and promises:

	 	 	 
		(1) 	
      The Transferees have all requisite power and authority to
      enter into this Agreement, and shall be bound as soon as this Agreement is
      signed;



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      (2) 
	
      The Transferees’ obligations under this Agreement are
      legal and valid, and the performance of this Agreement will neither
      conflict with the obligations of the Transferees under other agreements
      and contracts, nor violate any applicable laws; and

	 	
       
	
       

		
      (3) 
	
      The Transferees agree to assist the Company to go through
      all the procedures required for the equity transfer contemplated
      hereunder.

	 	 	 
	5. 	
      EXPENSES

	 	 	 
	5.1 	
      Any and all taxes incurred by the equity transfer
      hereunder shall be respectively borne by the Transferor and the
      Transferees in accordance with relevant Chinese laws and
    regulations.

	 	 	 
	6. 	
      CONFIDENTIALITY

	 	 	 
	6.1 	
      Unless otherwise provided in Clause 6.2 hereunder, each
      party hereto shall keep information obtained by it as a result of
      execution or performance of this Agreement in strict confidential. Such
      confidential information means information in relation to (i) the terms
      and conditions of this Agreement; (ii) negotiation related to this
      Agreement; (iii) the subject of this Agreement; and (iv) business secrets
      of each party hereto.

	 	 	 
	6.2 	
      The Parties may disclose the confidential information set
      out under Clause 6.1 above in case of any of the following circumstances:
      (i) such disclosure is required by applicable laws; (ii) the disclosure is
      made under mandatory requirements of any competent governmental agencies
      or regulatory bodies; (iii) a party discloses the information to its
      professional advisor or lawyer (if any) provided that such advisor or
      lawyer commits to keep the confidential information in secret; (iv) the
      confidential information comes into the public domain without any party’s
      faults; (v) the disclosure thereof is made with the prior written consent
      of the other parties.

	 	 	 
	6.3 	
      This clause shall be binding upon the Parties even if the
      equity transfer under this Agreement is not effectuated for any
    reason.

	 	 	 
	6.4 	
      This clause shall survive from the termination of this
      Agreement and is not limited by time.



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	7. 	
      LIABILITY FOR BREACH OF
CONTRACT

	 	
       


	7.1 	
      If any party hereto breaches this Agreement, and causes
      damages or losses to the non-breaching party (or parties), it shall
      compensate the non-breaching party (or parties) for the direct or indirect
      economic losses caused by the non-compliance.

	 	 
	7.2 	
      If the breach constitutes a fundamental breach, and
      therefore makes the performance of this Agreement no longer feasible, or
      makes the continuing performance hereof meaningless, the non-breaching
      party (or parties) is entitled to terminate this Agreement. The conduct of
      termination of this Agreement by non-breaching party (parties) shall not
      affect the liability to be borne by the breaching party to the
      non-breaching party in respect of its breach according to laws and this
      Agreement.

	 	 
	8. 	
      GOVERNING LAW AND DISPUTE RESOLUTION

	 	 
	8.1 	
      This Agreement shall be governed by and construed in
      accordance with the laws of China.

	 	 
	8.2 	
      Any dispute arising out of or relating to this Agreement
      shall be settled by the Parties through friendly consultation. If no
      agreement can be reached or a party refuse to settle the dispute through
      consultation, any party hereto may submit the dispute to the competent
      people’s court for litigation.

	 	 
	9. 	
      MISCELLANEOUS

	 	 
	9.1 	
      With respect to anything not covered by this Agreement or
      need to be amended, the Parties may enter into a supplementary agreement
      upon consultation. The supplementary agreement hereto shall be an integral
      part of this Agreement and shall have the same legal effect as this
      Agreement.




	
      9.2 
	
      This Agreement is executed in twelve counterparts, and
      each party hereto shall hold one counterpart hereof. The remaining
      counterparts shall be kept by the Company, or be used for processing the
      procedures for approval or change of the industrial and commercial
      registration information. All counterparts of this Agreement shall be
      equally authentic. 



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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(The following pages are the signature pages of this
Agreement)

IN WITNESS WHEREOF, the Parties have caused this
Agreement to be executed as of the date hereof.

New Zealand Wayne’s New Resources Development Co.,
Ltd.

	By: 	          /s/ Libo
    Ma	
	Name: 	   Libo Ma	  
	Title: 	 Authorized Representative 	 



	Han Lianyun 	 	Han Lianju 
	  	 	  
	By: /s/ Han Lianyun 	 	By:
      /s/ Han Lianju 
	Name: Han Lianyun 	 	Name: Han Lianju 
	Title: Shareholder 	 	Title: Shareholder 
	  	 	  
	  	 	  
	Han Lianxue 	 	Zhang Weihan 
	  	 	  
	By: /s/ Han Lianxue	 	By:
      /s/ Zhang Weihan 
	Name: Han Lianxue 	 	Name: Zhang Weihan 
	Title: Shareholder 	 	Title: Shareholder 
	  	 	  
	  	 	  
	Luan Yuehong 	 	Zhang Chunming 
	  	 	  
	By: /s/ Luan Yuehong  	 	By:
      /s/ Zhang Chunming 
	Name: Luan Xuehong 	 	Name: Zhang Chunming 
	Title: Shareholder 	 	Title: Shareholder 
	  	 	  
	  	 	  
	Li Xinjun 	 	Jiang Nana 
	  	 	  
	By: /s/ Li Xinjun 	 	By:
      /s/ Jiang Nana 
	Name: Li Xinjun 	 	Name: Jiang Nana 
	Title: Shareholder 	 	Title: Shareholder 
	  	 	  
	  	 	  
	Lang Fengxi 	 	  
	  	 	  
	By: /s/ Lang Fengxi 	 	  
	Name: Lang Fengxi 	 	  
	Title: Shareholder 	 	  
	  	 	  
	Date: October 22, 2010 	 	  


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