rodo_ex10x1.htm


    Exhibit
10.1

     

     

     

     

     

    Unofficial
English Translation

    


    


    Hulunbeier
Beixue Dairy Co., Ltd.

    (Transferor)

    


    


    AND

    


    Harbin
Tengshun Technical Development Co., Ltd.

    (Transferee)

    


    


    


    


    _______________________________________________________

    


    EQUITY
TRANSFER AGREEMENT

    ___________________________________________________

    


    


    


    


     DATED
February 5, 2010

    


    


    


    


    


    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


     

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

    


    BETWEEN

    


    
      	
              (1)  

            	
              Shareholders
      of Hulunbeier Beixue Dairy Co.,
Ltd.

            


    

    
      


      
        	
                 

              	
                      
                  WANG Yanbin is a Chinese
      resident. ID No.
      232126197206290839.

                  Address: 380 Changjiang Road, Nangang District,
      Haerbin City, China.

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

                  Address: 1 Village 48, Xieertala Central Street,
      Hailaer District, Hulunbeier City, Inner Mongolia Autonomous Region,
      China.

                  (Hereinafter collectively called
      “Transferors”)

                

              


      

    

    


    
      	
              (2)

            	
              Haerbin
      Tengshun Technical Development Ltd., Co 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,
      Haerbin Development Zone, China (Hereinafter called
      “Transferee”).

            


    

    


    RECITALS

    


    WHEREAS

     

    
      	
              1.  

            	
              Hulunbeier
      Beixue Dairy Co., Ltd. (hereinafter called “Beixue Dairy”) is a limited
      liability company duly established by the Transferors. Beixue Dairy was
      established on March 28, 2007. Its Business License Number is
      152128000000442. Its registered address is Nihe Town, Ewenkeqi, China. Its
      registered capital is RMB1,
000,000.

            


    

    


    
      	
              2.  

            	
              The
      Transferors are the shareholders of Beixue Dairy and own 100% equities in
      Beixue Dairy, among which WANG Yanbin and Zhang Honghai hold 51% equities
      and 49% equities respectively (hereinafter called “Transfer Share”)
      .

            


    

     

     

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              3.  

            	
              The
      Transferors desire to transfer the Transfer Share to the Transferee 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 Share Transfer

     

    
      	
              1.1  

            	
              Subject
      to the terms and conditions herein, the Transferors shall transfer its
      100% equities in Beixue Dairy to the Transferee and the Transferee agrees
      to such transfer.

            


    

    


    
      	
              1.2  

            	
              When
      transferring, all the rights, interest, certificates and proceeds arising
      from or in connection with Transfer Share shall be transferred to the
      Transferee concurrently.

            


    

    


    Article
2 Transfer Price and Payment

     

    
      	
              2.1  

            	
              Transfer
      Price: as one part of consideration for the Transfer Share hereunder,
      Transferee agrees to pay RMB 1,000,000 to
  Transferor.

            


    

    


    
      	
              2.2  

            	
              As
      other part of consideration, Transferee agrees to transfer 1,000,000
      shares of Common Stock in the parent company of Transferee to the parties
      designated by Transferor.

            


    

    


    Article
3 Closing

     

    
      	
              3.1  

            	
              The
      consummation of Share Transfer hereunder (hereinafter called “Closing”)
      shall be subject to the following
requirements:

            


    

     

    
      	
              (1)

            	
              The
      executive director of Beixue Dairy has adopted the resolution, approving
      Share Transfer hereunder and the amendment to the Articles of
      Association;

            


    

     

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      


      
        	
                (2)

              	
                Beixue
      Dairy has completed the registration procedures for modification with
      respect to the Share Transfer hereunder and has obtained the new Business
      License.

              


      

    

     

    
      	
              3.2  

            	
              At
      the closing, the Transferors shall deliver to the Transferee (1) the
      resolutions on the approval of the Share Transfer hereunder and the
      amendment to the Articles of Association made by the executive director of
      Beixue Dairy; (2) The Articles of Association after the amendment; (3) New
      Business License of Beixue Dairy.

            


    

    


    
      	
              3.3  

            	
              After
      the Transferors deliver to the Transferee 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 Transferors

     

    
      	
              4.1  

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

            


    

    


    
      	
              4.2  

            	
              The
      execution of this Agreement and the exercises of the rights and the
      performance of the obligations hereunder by the Transferors 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
      Transferors;

            


    

    
       

      
        	
                2.  

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

                

              


      

       

    

    
      	
              3.  

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

            


    

     

     

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    
      	
              4.3  

            	
              All
      the documents and materials provided by the Transferors shall be true,
      correct and complete. The Transferors shall be liable for all the legal
      liabilities arising from concealing and
  falsehood;

            


    

    


    
      	
              4.4  

            	
              After
      the execution of this Agreement, the Transferors will, according to this
      Agreement, procure Beixue Dairy to amend its Articles of Association
      pursuant to its provisions stipulated in the Articles of
      Association.

            


    

    


    
      	
              4.5  

            	
              After
      the execution of this Agreement, the Transferors will, according to this
      Agreement, procure Beixue Dairy to adopt the resolution on the approval of
      the Share Transfer herein.

            


    

    


    Article
5 Representations and Warranties of the Transferee

     

    
      	
              5.1  

            	
              The
      Transferee 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 Transferees in accordance
      with the provisions of this Agreement does not and will not contravene any
      documents or contracts binding on the
  Transferee.

            


    

    


    
      	
              5.3  

            	
              The
      Transferee 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 first negotiate to resolve the
      dispute. In the event the Parties fail to reach an 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 blow 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 occur unless the parties hereto agree to
      do so and the amendment shall be made in
  writing.

            


    

     

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Article
12 Miscellaneous

     

    The
invalidity, illegality and unenforceability of any provision of this Agreement
shall not affect the validity, legality or enforceability of any other
provisions of this Agreement.

    


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

    


    Transferors:

    


    /s/ WANG
Yanbin

    Signature(Seal):

    WANG
Yanbin

     
 

    /s/ ZHANG
Honghai

    Signature(Seal)

    ZHANG
Honghai

    


    Transferee:

    /s/ Harbin Tengshun
Technical Development Co., Ltd.

    (Seal)

    Harbin
Tengshun Technical Development Co., Ltd.

    Legal
Representative: WANG, Yanbin