rodo_ex10x2.htm


    Exhibit 10.2

      Unofficial
English Translation

      


      


      Hulunbeier
Hailaer Beixue Diary Factory

      (Party
A)

      


      


      AND

      


      Harbin
Tengshun Technical Development Co., Ltd.

      (Party
B)

      


      


      


      


      _______________________________________________________

      


      EQUITY
TRANSFER AGREEMENT

      ___________________________________________________

      


      


      


      


       DATED February 5,
2010

      


      


      


      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      THIS EQUITY TRANSFER AGREEMENT (this
“Agreement”) is made on the February 5, 2010

      


      


      BETWEEN

      


      
        	
                (1)

              	
                Holder of Hulunbeier
      Hailaer Beixue Diary Factory

              


      

      
        
          	
                   

                	
                  

                    ZHANG,
      Honghai is a Chinese resident. ID No.
      152101197903162413.

                    Address:
      No. 1, Village 48, Xieerta Central Street, Hailaer District, Hulunbeier
      City, Inner Mongolia Autonomous Region, China. (Hereinafter called “Party
      A”)

                  

                


        

      

      


      
        	
                (2)

              	
                Harbin
      Tengshun Technical Development Co., Ltd. is a company incorporated in and
      under the PRC laws and having its registered office at Rm. 3, 16F,
      Hongyang Building, No. 380 Changjiang Road, Nangang Jizhong District,
      Harbin Development Zone, China (hereinafter called “Party
    B”).

              


      

      


      RECITALS

      


      WHEREAS

       

      
        	
                1.  

              	
                Hulunbeier
      Hailaer Beixue Diary Factory (hereinafter called “Beixue Dairy”) is a sole
      proprietorship enterprise duly established by the Party
  A.

              


      

      


      
        	
                2.  

              	
                The
      Party A is the investor of Beixue Dairy and owns all the Interests and
      Assets in Beixue Dairy (hereinafter called “Transfer
      Interests”).

              


      

      


      
        	
                3.  

              	
                The
      Party A desires to transfer the Transfer Interests to the Party B on the
      terms and conditions set out in this
Agreement.

              


      

       

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      NOW, THEREFORE, in
consideration of the premises and the mutual covenants set forth herein, the
Parties do hereby agree as follows:

      


      Article
1 Interests Transfer

       

      
        	
                1.1  

              	
                Subject
      to the terms and conditions herein, the Party A shall transfer all his
      Interests and Assets in Beixue Dairy to the Party B and the Party B agrees
      to such transfer.

              


      

      


      
        	
                1.2  

              	
                Upon
      transferring, all the rights, interest, certificates and proceeds arising
      from or in connection with Transfer Interests shall be transferred to the
      Party B concurrently.

              


      

      


      Article
2 Transfer Price and Payment

       

      
        	
                2.1  

              	
                Transfer
      Price: as one part of consideration for the Transfer Interests hereunder,
      Party B agrees to pay RMB 600,000 to Party
A.

              


      

      


      
        	
                2.2  

              	
                As
      other part of consideration, Party B agrees to transfer 8,800,000 shares
      of Common Stock and 2,000,000 shares of Preferred Stock in the parent
      company of party B to the parties designated by Party
  A.

              


      

      


      Article
3 Closing

       

      
        	
                3.1  

              	
                The
      closing of the transfer of Transfer Interests (“Interests Transfer”)
      hereunder (hereinafter called “Closing”) shall be subject to the approval
      of Beixue Dairy.

              


      

      


      
        	
                3.2  

              	
                At
      the closing, the Party A shall deliver to the Party B the resolution on
      the approval of the Interests Transfer
  hereunder.

              


      

      


      
        	
                3.3  

              	
                After
      the Party A delivers to the Party B all the documents stipulated in
      Article 3 and the payment has been made, the Closing shall be deemed as
      consummation.

              


      

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Article
4 Representations and Warranties of Party A

       

      
        	
                4.1  

              	
                Beixue
      Dairy is an entity duly established according to the PRC laws and
      regulations and has obtained all the necessary approvals for its
      establishment.

              


      

      


      
        	
                4.2  

              	
                The
      execution of this Agreement and the exercises of the rights and the
      performance of the obligations hereunder by the Party A in accordance with
      the provisions of this Agreement does not and will not
      contravene:

              


      

       

      
        	
                1.  

              	
                Any
      laws, rules and regulations applicable to or imposed upon the Party
      A;

              


      

      
         

        
          	
                  2.  

                	
                  

                    Any
      document or contract to which the Party A was a Party, or having binding
      effect on the Party A or any of its
  assets;

                  

                


        

      

       

      
        	
                3.  

              	
                Any
      documents having legally binding effect on the Party A which contains any
      undertakings with a binding effect on the Party A, nor prejudice any
      lawful rights of any other third
parties.

              


      

      


      
        	
                4.3  

              	
                The
      execution and performance of this Agreement will not violate or contravene
      any contract or legal documents which Party A is legally
      bound.

              


      

      


      
        	
                4.4  

              	
                All
      the documents and materials provided by the Party A shall be true, correct
      and complete. The Party A shall assume the legal liabilities arising from
      concealing and falsehood;

              


      

      


      Article
5 Representations and Warranties of the Party B

       

      
        	
                5.1  

              	
                The
      Party B is a company duly established and validly existing under the PRC
      laws and regulations.

              


      

      


      
        	
                5.2  

              	
                All
      consents, approvals and authorizations necessary for the execution of this
      Agreement have been duly and lawfully obtained. The performance and
      execution of this Agreement hereunder by the Party B in accordance with
      the provisions of this Agreement does not and will not contravene any
      documents or contracts binding on the Party
B.

              


      

       

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                5.3  

              	
                The
      Party B will make the full payment hereunder on time according to the
      terms and conditions hereunder.

              


      

      


      Article
6 Tax and Expenses

       

      Each
party shall be liable for its own expenses and costs arsing from or in
connection with the Share Transfer hereunder, including but not limited to tax,
legal, financial and auditing fees.

      


      Article
7 Exhibit

       

      All the
exhibits hereto shall be an integrate part of this Agreement.

      


      Article
8 Governing Law and Settlement of Disputes

       

      
        	
                8.1

              	
                This
      Agreement shall be governed by the laws of People’ Republic of
      China.

              


      

       

      
        
          	
                  8.2

                	
                  In
      the event of and dispute with respect to the construction and performance
      of this Agreement, the parties shall firstly negotiate to resolve the
      dispute. In the event the Parties fail to reach the agreement, the parties
      may submit the dispute to a competent People’
  Court.

                


        

         

      

      Article
9 Breach of Agreement

       

      Any
failure of the performance of all or any parts of this Agreement by any Party
hereto, any false and omission of representations and warranties made by any
Party hereto or any breach of representations and warranties hereunder shall
constitute the breach of this Agreement. The defaulting party shall be liable
for all the damages suffered by the non-defaulting party.

       

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Article
10 Effectiveness

       

      This
Agreement is executed on the date below and shall take effect as of such
date.

      


      Article
11 Amendments

       

      
        	
                11.1  

              	
                The
      parties hereto may reach the supplement contracts upon the negotiation.
      The supplement contract shall have the same legal effect as this Agreement
      and shall be an integrate part of this
  Agreement.

              


      

      


      
        	
                11.2  

              	
                No
      amendment of this Agreement shall be made unless the parties hereto agree
      to do so and the amendment shall be made in
  writing.

              


      

      


      Article
12 Miscellaneous

       

      Should
any provision or any part of any provision contained in this Agreement be
declared illegal, invalid or unenforceable for any reason whatsoever, all other
provision or parts of provision contained in this Agreement shall remain in full
force and effect.

      


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      IN
WITNESS WHEREOF, the Parties have executed
this Agreement on the date first above written.

      


      Party
A:

      


      /s/ ZHANG
Honghai

      Signature(Seal)

      ZHANG
Honghai

       
 

      


      Party
B:


      


      (Seal)/s/ Harbin Tengshun
Technical Development Ltd., Co

      Harbin Tengshun
Technical Development Ltd., Co


      Representative:
WANG, Yanbin