Exhibit 10.4


 


Euro Tech (Far East) Limited


(Subscriber)


 


Wu Zhong Biau, Cheng Chang Jie, Huang Rong Fu


(Management Shareholders)


 


Zhejiang TianLan Limited


(the Company)


 


Share Subscription Agreement relating to the Company


 

















 


This Share Subscription Agreement is made the 29th
day of April 2007 between:


 


1.        Zhejiang
TianLan Limited, a company incorporated in the People’s Republic of
China and whose registered office is situate at Room 1011, 10th
Floor, No.369 Wen San Road, West Lake District, Hangzhou City, Zhejiang
Province (hereinafter called ‘the Company’);


 


2.        Euro Tech
(Far East) Limited, a company incorporated in the Hong Kong Special
Administration Region and whose registered office is situate at 18th
Floor, Gee Chang Hong Centre, 65 Wong Chuk Hang Road, Hong Kong (hereinafter
called ‘the Subscriber’); and


 


3.        The following persons: Wu Zhong Biau, Cheng Chang Jie and Huang Rong Fu (hereinafter called ‘the Management Shareholders’).


 


Whereas:


 


(A)     The Company is a company
incorporated and registered in the People’s Republic of China, with its
registered office at Room 1011, 10th Floor, No.369 Wen San
Road, West Lake District, Hangzhou City, Zhejiang Province.  At the date of signing of this Agreement, the
registered capital of the Company is RMB20,000,000.00, divided into 20,000,000
shares of nominal value RMB1.00 each. 
All of the said shares have been issued and are held by the original
Shareholders (including the Management Shareholders).  Details of the Company are set out in
Schedule 1 hereto.


 


(B)     The Company is a corporation
in the high technology business, specializing in sulphur and dust removal and
treatment of industrial waste gas.


 


(C)     The Subscriber is a company
established in Hong Kong, with its registered office at 18th Floor,
Gee Chang Hong Centre, 65 Wong Chuk Hang Road, Hong Kong, and is a company
listed on the US NASDAQ.  It specializes
in dealing with all kinds of environmental protection products and equipments.


 


(D)     For further developing the
business in Mainland China, the Subscriber and the Company are agreeable that
the Subscriber shall, subject to the terms and conditions of this Agreement,
invest in the Company through an increase of capital and allotment of new
shares.  Each of the Management
Shareholders, as an original


 

















 


Shareholder of the Company,
are agreeable to procure the Company to increase its capital and allot new
shares to the Subscriber.


 


1.                      Interpretation


 


        Unless otherwise specified in this
Agreement, the following expressions in this Agreement shall mean the following:


 


	
  “Financial
  Statements”

  	
   

  	
  Means
  the financial statements of the Company and its Subsidiaries made up to the
  Accounting Date and audited according to the international accounting
  standards, including balance sheets and profit and loss accounts of those companies;

  
	
  “Accounting
  Date”

  	
   

  	
  Means
  31 December 2006;

  
	
  “working
  day”

  	
   

  	
  Means
  a day when banks in the PRC are in business;

  
	
  “Completion”

  	
   

  	
  Means
  completion of the procedures for Share Subscription in accordance with the
  provisions of Clause 5;

  
	
  “Completion
  Date”

  	
   

  	
  Means
  the date of Completion, namely the first working day after the completion of
  all of the remittance of the first instalment of the Subscription Price of
  RMB30,000,000.00 by the Subscriber, verification of such payment and
  modification of business registration, but in no event later than 14 working
  days after the remittance of the first instalment of the Subscription Price
  of RMB30,000,000.00 by the Subscriber to the account specified by the
  Company;

  
	
  “Before
  Completion”

  	
   

  	
  Means
  from the date of signing of this Agreement up to the Completion Date;

  
	
  “Conditions”

  	
   

  	
  Means
  the conditions set out in Clause 4;

  
	
  “Director(s)”

  	
   

  	
  Means
  the director(s) of the Company;

  
	
  “Hong
  Kong”

  	
   

  	
  Means
  the Hong Kong Special Administrative Region;

  
	
  “Listing”

  	
   

  	
  Means
  the listing of the Company on the stock market of Hong Kong or such other
  place as the Shareholders may agree;

  
	
  “Parties”

  	
   

  	
  Means
  the signing parties to this Agreement, and “Party” means any one of the
  Parties;

  
	
  “PRC”

  	
   

  	
  Means
  the People’s Republic of China, except Hong Kong;

  



 

















 


	
  “RMB”

  	
   

  	
  Means
  the lawful currency of the PRC;

  
	
  “Shareholder(s)”

  	
   

  	
  Means
  the original shareholders of the Company as at the date of this Agreement,
  and after Completion, the original shareholders and the Subscriber;

  
	
  “Shares”

  	
   

  	
  Means
  the registered capital of the Company in the nominal value of RMB1.00 each;

  
	
  “Share
  Subscription”

  	
   

  	
  Means
  the subscription of the New Shares;

  
	
  “New
  Shares”

  	
   

  	
  Means
  the 5,185,186 new shares issued by the Company and subscribed by the
  Subscriber on the Completion Date;

  
	
  “Subscription
  Price”

  	
   

  	
  Means
  the price for subscribing the New Shares as set out in Clause 3;

  
	
  “Subsidiaries”

  	
   

  	
  Means
  those companies in which the Company holds more that 50% of the issues
  shares, details of which are set out in Schedule 2;

  
	
  “Warranties”

  	
   

  	
  Means
  the representations, warranties and covenants provided by the Company and
  Management Shareholders, as set out in Clause 6 and Schedule 3;

  
	
  “Foreign
  Economic and Trade Department”

  	
   

  	
  Means
  the Foreign Economic and Trade Department of Zhejiang Province;

  
	
  “Foreign
  Economic and Trade Bureau”

  	
   

  	
  Means
  the Foreign Economic and Trade Bureau of Hangzhou City.

  



 


In this Agreement (including the Recitals and Schedules), unless the
context specifies otherwise:


 


References to Recitals, Clauses and Schedules are to the recitals,
clauses and schedules of this Agreement;


 


The Recitals and Schedules are an integral part of this Agreement, and
have the same force and effect as the contents of this Agreement.


 


References to laws and regulations include the laws or regulations as
may from time to time be modified or reenacted.


 


Headings are for convenience only, and shall be disregarded when
construing this Agreement.


 


References to the male gender shall include the female and neuter; and
references to the singular shall include the plural, and vice versa;


 


References to any person shall include a natural person, body corporate
(wherever


 

















 


established),
body unincorporated, partnership and all governmental agencies, or any organization
or partnership of any two of the above;


 


References to this Agreement or any other contract or document shall
include this Agreement or other contract or document as may from time to time
be revised, modified, renewed or supplemented.


 


References to any document being “mutually agreed” shall mean a document
the contents of which have been approved by all the Parties and confirmed by
each Party initialing on that document, and includes any document agreed in
writing by each Party as a replacement or modification of the aforesaid
document.


 


The ejusderm generis rule shall
not apply to the construction of this Agreement.  Hence, expressions such as “any other”,  “including”, or “in particular” shall not
limit the interpretation of the provisions herein.


 


All warranties, representations, covenants, indemnities, deeds and
agreements made by more than one person shall be regarded as having been made
by these persons jointly and severally.


 


2.                      Share Subscription


 


The Subscriber agrees to subscribe for the New Shares of the
Company.  On Completion of the Share
Subscription, the Subscriber shall hold 20% of all of the issued capital of the
Company.


 


The Company and Management Shareholders shall ensure and procure that
after the increase of capital and allotment of New Shares, the Company shall
complete the procedures for registering the capital and change of Shareholders
in accordance with the requirements of the laws and regulations.


 


The Subscriber shall pay for the subscription of the New Shares in full
in accordance with the provisions of this Agreement, which shares shall after
issuance have the same rights and benefits with the Shares held by the original
Shareholders save and except the provisions of Clause 7.4.


 


3.                      Subscription Price and Manner of Payment


 


The Subscription Price for each New Share shall be RMB6.75.  The total Subscription Price payable by the
Subscriber shall be RMB35,000,000.00.


 


The Subscription Price shall be paid by the first and final
instalments:


 

















 


The first instalment of RMB30,000,000.00 shall be paid 3 working days
after this Agreement and the relevant increase of capital and Share
Subscription have been approved by the Foreign Economic and Trade Department,
Foreign Economic and Trade Bureau and other relevant departments (if any).


 


The final instalment of RMB5,000,000.00 shall be a conditional payment,
payable on the following conditions:


 


	
  Net Profit for the financial year of

  2007 audited according to

  international accounting standards

  	
   

  	
  Payment by Subscriber

  
	
  Lower than net profit for the financial year of 2006
  audited according to international accounting standards

  	
   

  	
  The
  Company shall refund RMB2,000,000.00 to Subscriber and no further payment by
  Subscriber

  
	
  Above net profit for the financial year of 2006
  audited according to international accounting standards but less than RMB10,000,000.00

  	
   

  	
  No
  further payment by Subscriber

  
	
  Above RMB10,000,000.00 but less than RMB10,500,000.00

  	
   

  	
  Subscriber
  shall pay RMB2,000,000.00

  
	
  Above RMB10,500,000.00 but less than RMB11,500,000.00

  	
   

  	
  Subscriber
  shall pay RMB2,600,000.00

  
	
  Above RMB11,500,000.00 but less than RMB12,500,000.00

  	
   

  	
  Subscriber
  shall pay RMB3,200,000.00

  
	
  Above RMB12,500,000.00 but less than RMB13,500,000.00

  	
   

  	
  Subscriber
  shall pay RMB3,800,000.00

  
	
  Above RMB13,500,000.00 but less than RMB14,500,000.00

  	
   

  	
  Subscriber
  shall pay RMB4,400,000.00

  
	
  Above RMB14,500,000.00

  	
   

  	
  Subscriber
  shall pay the full amount of the final instalment of RMB5,000,000.00.

  



 


4.                      Conditions


 


Completion of the Share Subscription shall be conditional upon fulfillment
of all but not some only of the following conditions:


 

















 


All consents from the original Shareholders of the Company for
Completion of the Share Subscription have been obtained;


 


All Warranties remain true and accurate at Completion; and there does
not exist any misrepresentation and no misrepresentation occurs in any material
aspect, whether on Completion or at any time between the date of this Agreement
and the Completion Date; and


 


This Agreement and the relevant increase of capital and Share
Subscription have been approved by the relevant departments.


 


The Subscriber may waive any or all of the above Conditions at any time
by written notice to the original Shareholders.


 


The original Shareholders shall use their best endeavours to fulfil the
above Conditions on the date specified by Clause 4.4.


 


If the above Conditions cannot be fulfilled on or before the Completion
Date, unless the Subscriber waive such Conditions in accordance with Clause
4.2, otherwise the Subscriber shall no longer have any obligation to subscribe
for the New Shares.  All payments made by
the Subscriber, including the first instalment of the Subscription Price
mentioned in Clause 3.2.1, shall forthwith be repaid to the Subscriber in
full.  This Agreement shall also
terminate and be of no further effect, except the provisions of Clause 1
(Interpretation); Clause 4 (Conditions); Clause 12 (Notice); Clause 13
(General); Clause 15 (Governing Law); and all claims for antecedent breach
which shall all remain in effect.


 


The agreement to waive any Condition by written notice from the
Subscriber shall not mean or imply that the Subscriber does not rely on the
Warranties.  The Subscriber still
proceeds with the Share Subscription in reliance on the Warranties.


 


5.                      Completion


 


Within 3 working days after receipt of the first instalment of the
Subscription Price, the Company shall issue a certificate in writing confirming
receipt of the payment and acknowledging that the Subscriber holds 20% of the
issued Shares of the Company.


 


On compliance with Clause 4, procedures for Completion shall take place
on the Complete Date at the place of registration of the Company to complete
all (but not part only) of the matters prescribed in Clause 5.


 


On Completion, the original Shareholders of the Company shall procure
that:


 

















 


the Subscriber shall be allotted 5,185,186 New Shares issued by the
Company, which shall be 20% of the total issued capital of 25,925,926 Shares.


 


New Shares shall be issued and allotted to the Subscriber;


 


The Subscriber shall be supplied with certified copies of (i) the
resolutions of the original Shareholders and Directors of the Company approving
and authorizing the increase of capital and issuance of New Shares; and (ii) information
relating to the change of Shareholders from the Industry and Commerce Bureau;
and that in accordance with Clause 7.2, a person nominated by the Subscriber
shall be appointed as a non-executive Director of the Company; such Director
shall not participate in the day-to-day management of the Company.


 


On Completion, the Subscriber shall deliver to the Company:


 


Documents applying for the Share Subscription;


 


A certified copy of the resolution of the board of directors of the
Subscriber approving and authorizing this investment and the subscription of
the New Shares.


 


6.                      Warranties


 


In this Clause 6, unless the context otherwise requires, all Warranties
provided in respect of the Company shall be deemed to be repeated, and modified
where necessary as to details, in relation to each of the Subsidiaries of the
Company.


 


The Management Shareholders warrant with the Subscriber that the
Financial Statements provided by them to the Subscriber are true and complete.
(A copy of the Financial Statements is annexed hereto as Schedule 4).


 


The Company and Management Shareholders warrant that they each have
obtained all necessary approval and authorization for the signing of this
Agreement; and that once signed, this Agreement will constitute legal, valid,
binding and enforceable obligations on their part.


 


The Company and Management Shareholders covenant to not directly or
indirectly engage or be interested in any way in any business or activity that
competes or may compete with the Company’s business.


 


The Management Shareholders warrant with the Subscriber that the all
the representations, Warranties and covenants set out in Schedule 3 are true
and accurate at all times.  If any
Management Shareholder discovers or becomes aware of any circumstances or
matter that


 

















 


may
reasonably cause any of the Warranties to become untrue or misrepresented or
breached, he shall notify the Subscriber immediately.


 


If any of the Warranties is found to be untrue or misrepresented in any
aspect at any time, or if any Management Shareholder breaches any of the
Warranties, the Company and/or the defaulting Management Shareholder shall indemnify
the Subscriber from and against all losses that it may suffer.  The said indemnity shall not prejudice any
other right or remedy that the Subscriber may have according to this Agreement
or the law.


 


7.                      Obligations Before and After Completion


 


Before Completion, the Management Shareholders shall carry on the
normal operations of the Company and Subsidiaries, and shall consult the
Subscriber and not without obtaining the prior written consent of the
Subscriber carry out any dealings beyond the normal course of business of the
Company.


 


The Subscriber agrees that Beijing International Trust and Investment
Limited may at the same price subscribe for 740,740 new Shares of the Company
at the total price of RMB5,000,000.00, which shall be 2.875% of the issued
capital of the Company.  Provided that
such subscription shall not reduce the Subscriber’s shareholding in the Company
to less than 20%.  Save and except the
subscription of Shares in accordance with the aforesaid conditions by Beijing
International Trust and Investment Limited, no other person may become a
Shareholder in any other manner.


 


Unless pursuant to the provisions of this Agreement, the following
matters shall require the prior written consent of the Subscriber:


 


(A)                   allowing any other person to
become a member of the Company or Subsidiaries, whether through subscription or
transfer;


 


(B)                     selling, pledging or dealing
with any undertakings or assets of the Company (sale of stock, borrowing or
pledging with bank in the normal course of business excepted);


 


(C)                     distributing or declaring
dividend out of any distributable profits after the Accounting Date;


 


(D)                    altering the Company’s
constitution;


 


(E)                      providing any
warranty, surety, promise or other guarantee for any other person;


 


(F)                      carrying out
any transaction or dealing which has a material effect on the financial status
or outlook of the Company or Subsidiaries;


 


(G)                     appointing Director(s);


 

















 


(H)                    dismissing Director or
managerial personnel of the Company or Subsidiaries, or revising their
remuneration or employment conditions; or


 


(I)                         winding up the
Company or Subsidiaries voluntarily.


 


After Completion, the Subscriber shall have the right to appoint a
non-executive Director, who shall not participate in the day-to-day management
of the Company.  The Company shall be
notified in writing of the person nominated on the signing of this Agreement, in
order that the appointment may be made when completing the procedures for
Completion set out in Clause 5.


 


After Completion, if the Company will increase its capital or take in
new shareholder after the financial year of 2007 until Listing, save and except
Beijing International Trust and Investment Limited mentioned in Clause 7.1.1
above, the Subscriber shall have the absolute first right to increase its
Shares at the same price so to maintain its 20% shareholding in the Company.


 


After Completion, a sum of RMB5,000,000.00 out of the distributable
profits of the Company accrued before the financial year of 2007 shall be
distributed to the Subscriber in accordance with the following conditions, with
the remaining balance to be shared between the Subscriber and original
Shareholders equally.


 


	
  Net Profit for the financial year of 

  2007 audited according to

  international accounting standards

  	
   

  	
  Distribution of Profits

  
	
  Less
  than RMB10,000,000.00

  	
   

  	
  No
  distribution for Subscriber

  
	
  Above
  RMB10,000,000.00 but less than RMB10,500,000.00

  	
   

  	
  Subscriber
  shall have RMB166,700.00

  
	
  Above
  RMB10,500,000.00 but less than RMB11,500,000.00

  	
   

  	
  Subscriber
  shall have RMB333,400.00

  
	
  Above
  RMB11,500,000.00 but less than RMB12,500,000.00

  	
   

  	
  Subscriber
  shall have RMB500,100.00

  
	
  Above
  RMB12,500,000.00 but less than RMB13,500,000.00

  	
   

  	
  Subscriber
  shall have RMB666,800.00

  
	
  Above
  RMB13,500,000.00 but less than RMB14,500,000.00

  	
   

  	
  Subscriber
  shall have RMB833,500.00

  
	
  Above
  RMB14,500,000.00

  	
   

  	
  Subscriber
  shall have RMB1,000,000.00.

  



 
















 


After
Completion and in the course of the normal development of the Company’s
business, the Subscriber covenants that if the ability of the Subscriber itself
and all the circumstances permit, the Subscriber will undertake the obligation
of guaranteeing loans of not more than RMB20,000,000.00 for the Company.


 


8.                      Listing


 


It shall be the objective of all Parties to procure the Listing of the
Company.  All Parties shall use their
best endeavours to procure the Listing plan of the Company.


 


9.                      Confidentiality and Announcement


 


Unless with the prior written consent of all Parties, the terms and
conditions of this Agreement, the Share Subscription and all related matters
shall not be disclosed to any third party, including the public or the media
(Chinese or English), save and except announcement or disclosure by the original
Shareholders or the Subscriber as required by law or regulating authority.


 


All information relating to the other Parties that any Party may obtain
in the course of negotiation of this Agreement and the Share Subscription shall
be kept confidential.  All Parties shall
be obliged to ensure that there will not be any disclosure, and unless with the
prior written consent of the other Party, there shall not be any disclosure to
any third party, except as required by law or regulating authority.


 


10.               Costs


 


Each Party shall bear its own costs and expenses, including legal
costs, for the preparation, signing, completion and execution of this
Agreement.


 


11.               Notices


 


All notices issued pursuant to this Agreement shall be in writing and
in Chinese, and be served by hand delivery, prepaid post (by airmail if address
is overseas) or facsimile.  A notice must
state the name of the recipient and be sent according to the following address
or facsimile number, or such other address or facsimile number as a Party may
from time to time notify the others.


 


A notice shall be sent to the Parties as follows:


 

















 


	
  (a)

  	
   

  	
  To
  the Management Shareholders:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
  Room 1011,
  10th Floor, No.369 Wen San Road,West Lake District,Hangzhou City, 

  
	
   

  	
   

  	
  Zhejiang
  Province

  
	
   

  	
   

  	
  Facsimile:

  	
   

  	
  0571-5677
  7102

  
	
   

  	
   

  	
  Recipient:

  	
   

  	
  Mr. Wu
  Jung Biau

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  To
  the Subscriber:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
  18th
  Floor, Gee Chang Hong Centre, 65 Wong Chuk Hang Road, Hong Kong

  
	
   

  	
   

  	
  Facsimile:

  	
   

  	
  00852-2873
  3826

  
	
   

  	
   

  	
  Recipient:

  	
   

  	
  Mr. Leung
  Tak Chung

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (c)

  	
   

  	
  To
  the Company:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
  Room 1011,
  10th Floor, No.369 Wen San Road, West Lake District, Hangzhou
  City, 

  
	
   

  	
   

  	
  Zhejiang
  Province

  
	
   

  	
   

  	
  Facsimile:

  	
   

  	
  0571-5677
  7102

  
	
   

  	
   

  	
  Recipient:

  	
   

  	
  Mr. Cheng
  Bin

  



 


A notice shall be deemed to be served in the following circumstances:


 


(a)                  on delivery if by hand
delivery;


(b)                 5 working days if by post;
and


(c)                  on transmission with correct
answerback if by facsimile.


 


12.               General


 


12.1    Further Assurance:   All
Parties agree to carry out (or procure to be carried out) all further steps or
actions, and to execute and deliver (or procure to be executed and delivered)
all further documents as may reasonably be required or ought to be carried out
and/or executed by or in law or for fully and effectually completing the
transactions contemplated by the terms of this Agreement.


 


12.2    Cumulative Remedies:   All
rights, powers and remedies of any Party under this Agreement are cumulative
and not mutually exclusive, and shall not prejudice any right, power or remedy
not expressed herein but available in law. 
All such rights, powers and remedies may be exercised without limit as
and when necessary.


 


12.3    Waiver:   The waiver,
indulgence or delay in exercising of any right or remedy prescribed by law or
this Agreement by any Party shall not be deemed a waiver of any other right or
remedy.  Any such waiver or delay shall
not constitute any waiver or modification of any other right or remedy.  Any single or partial exercise of any right
or remedy shall not


 

















 


prevent
any other or further exercise, or prevent the exercise of any other right or
remedy.


 


12.4    Severance:  If any
provision of this Agreement or part thereof shall be adjudged void or
unenforceable, such provision or part thereof shall be deemed to have been
severed from this Agreement, and shall not prejudice or render the remaining
provisions or remaining part of the relevant provision void or
unenforceable.  All Parties shall use
their best endeavours to replace the void or unenforceable provision with a
valid and enforceable provision with the nearest possible effect to the void or
unenforceable provision.


 


12.5    Modification:  Any
modification to this Agreement shall not be regarded as valid or part of this
Agreement unless in writing and signed by all Parties.  “Modification” shall include any form of
change, supplement, deletion or replacement.


 


12.6    Assignment:  This Agreement
shall be equally binding on all Parties hereto. 
Any Party may not, without the prior written consent of the other
Parties, assign in any way, pledge or deal with its rights and/or obligations
under this Agreement in any other way. 
This Agreement is not assignable.


 


12.7    Relationship:  The Parties
to this Agreement are independent contractors. 
Any Party is not and may not hold out as the agent or partner of any of
the other Parties, and no Party shall have the right to bind or cause any legal
liability for any other Party.


 


12.8    Time:  Time shall be of the
essence of this Agreement.


 


12.9    Survival:  Notwithstanding
the completion of the transactions contemplated by this Agreement, if any
provision shall continue to be performed after Completion, such provision shall
remain in full force and effect.


 


13.               Constitution


 


Subject to compliance with the relevant laws of the PRC, all Parties
shall cooperate to amend the Constitution of the Company to provide for and to
give force and effect to the conditions of this Agreement.


 


14.               Law and Jurisdiction


 


This Agreement and the Schedules shall be governed by the laws of the
PRC.


 

















 


The Parties agree that the courts of the place of registration of the
Company shall have jurisdiction over any question, dispute, lawsuit or legal
proceedings caused by or arising out of this Agreement.


 


15.               Termination of Agreement


 


If
this Agreement and the relevant capital increase and Share Subscription are not
approved by the Foreign Economic and Trade Bureau, Foreign Economic and Trade
Department and other relevant departments (if any) for reasons beyond the scope
of abilities of the Company and/or the Management Shareholders, this Agreement
and the relevant capital increase and Share Subscription shall terminate immediately
on the date of non-approval.


 

















 


Schedule 1


 


Details of the Company


 


	
  1.

  	
   

  	
  Name

  	
  :

  	
  Zhejiang
  TianLan Limited

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Date
  of Incorporation

  	
  :

  	
  18
  May 2000

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Place
  and Type of Company

  	
  :

  	
  Limited
  Liability Company registered in the PRC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Registration
  No.

  	
  :

  	
  3301082100589

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Registered
  Office

  	
  :

  	
  Room 1011,
  10th Floor, No.369 Wen San Road, West Lake District, Hangzhou
  City, Zhejiang Province

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Registered
  Capital

  	
  :

  	
  RMB20,000,000.00,
  divided into 20,000,000 ordinary shares
  of RMB1.00 each

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  Issued
  Capital

  	
  :

  	
   

  



 


	
  Registered Shareholder

  	
   

  	
  Amount of Capital (in Ten

  Thousand)

  	
   

  	
  Ratio of Shareholding

  	
   

  
	
  Wu Zhong Biau

  	
   

  	
  958.6

  	
   

  	
  47.93

  	
  %

  
	
  Wang De Ming

  	
   

  	
  377.8

  	
   

  	
  18.89

  	
  %

  
	
  Chen Re Hui

  	
   

  	
  196.2

  	
   

  	
  9.81

  	
  %

  
	
  Cheng Chang Jie

  	
   

  	
  102

  	
   

  	
  5.1

  	
  %

  
	
  Wang Zhi Neng

  	
   

  	
  216

  	
   

  	
  10.8

  	
  %

  
	
  Wang Yi

  	
   

  	
  20

  	
   

  	
  1

  	
  %

  
	
  Chi Wei Hua

  	
   

  	
  113.4

  	
   

  	
  5.67

  	
  %

  
	
  Huang Rong Fu

  	
   

  	
  16

  	
   

  	
  0.8

  	
  %

  
	
  Total

  	
   

  	
  2,000

  	
   

  	
  100

  	
  %

  



 

















 


8.          Members of the Board
of Directors   :


 


	
  Name

  	
   

  	
  Position

  	
   

  	
  Identity Card No.

  	
   

  
	
  Wu
  Zhong Biau

  	
   

  	
  Managing
  Director

  	
   

  	
  330106660124043

  	
   

  
	
  Wang
  De Ming

  	
   

  	
  Deputy
  Managing Director

  	
   

  	
  330106196310280456

  	
   

  
	
  Cheng
  Chang Jie

  	
   

  	
  Director

  	
   

  	
  330106651108053

  	
   

  
	
  Wang
  Zhi Neng

  	
   

  	
  Director

  	
   

  	
  331002198207110618

  	
   

  



 


9.          Secretary to the Board   :       Qin Bin (Identity Card No. 340103196609293019)


 

















 


Schedule 2


 


Details of the Subsidiaries


 


I. Hangzhou TianLan Environmental Equipment Limited


 


	
  1.

  	
   

  	
  Name

  	
  :

  	
  Hangzhou
  TianLan Environmental Equipment Limited

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Date
  of Incorporation

  	
  :

  	
  1
  April 2003

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Place
  and Type of Company

  	
  :

  	
  Limited
  Liability Company registered in the PRC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Registration
  No.

  	
  :

  	
  3301812210624

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Registered
  Office

  	
  :

  	
  Shu
  Shang Wang Village, Jin Hua Town, Shiau Shan District, Hangzhou City,
  Zhejiang Province

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Registered
  Capital

  	
  :

  	
  RMB500,000.00

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  Issued
  Capital

  	
  :

  	
   

  



 


	
  Registered Shareholder

  	
   

  	
  Amount of Capital (in Ten

  Thousand)

  	
   

  	
  Ratio of Shareholding

  	
   

  
	
  Zhejiang TianLan Limited

  	
   

  	
  25.5

  	
   

  	
  51

  	
  %

  
	
  Shu Keng Zhong

  	
   

  	
  24.5

  	
   

  	
  49

  	
  %

  
	
  Total

  	
   

  	
  50

  	
   

  	
  100

  	
  %

  



 


8.        Members of the Board of Directors   :


 


	
  Name

  	
   

  	
  Position

  	
   

  	
  Identity Card No.

  	
   

  
	
  Cheng Chang Jie

  	
   

  	
  Managing Director

  	
   

  	
  330106651108053

  	
   

  
	
  Wu Zhong Biau

  	
   

  	
  Director

  	
   

  	
  330106660124043

  	
   

  
	
  Shu Keng Zhong

  	
   

  	
  Director

  	
   

  	
   

  	
   

  



 

















 


II. Hangzhou TianLan Works Limited


 


	
  1.

  	
   

  	
  Name

  	
  :

  	
  Hangzhou
  TianLan Works Limited

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Date
  of Incorporation

  	
  :

  	
  5
  July 2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Place
  and Type of Company

  	
  :

  	
  Limited
  Liability Company registered in the PRC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Registered
  No.

  	
  :

  	
  3301001007053

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Registered
  Office

  	
  :

  	
  Room 1013,
  10th Floor, No.369 Wen San Road, West Lake District, Hangzhou
  City, Zhejiang Province

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Registered
  Capital

  	
  :

  	
  RMB1,000,000.00.00

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  Issued
  Capital

  	
  :

  	
   

  



 


	
  Registered Shareholder

  	
   

  	
  Amount of Capital (in Ten

  Thousand)

  	
   

  	
  Ratio of Shareholding

  	
   

  
	
  Zhejiang TianLan Limited

  	
   

  	
  90

  	
   

  	
  90

  	
  %

  
	
  Cheng Chang Jie

  	
   

  	
  10

  	
   

  	
  10

  	
  %

  
	
  Total

  	
   

  	
  100

  	
   

  	
  100

  	
  %

  



 


8.        Members of the Board of Directors   :


 


	
  Name

  	
   

  	
  Position

  	
   

  	
  Identity Card No.

  	
   

  
	
  Wu
  Zhong Biau

  	
   

  	
  Managing
  Director

  	
   

  	
  330106660124043

  	
   

  
	
  Wang
  Kai Nan

  	
   

  	
  Director

  	
   

  	
   

  	
   

  
	
  Cheng
  Chang Jie

  	
   

  	
  Director

  	
   

  	
  330106651108053

  	
   

  



 

















 


Schedule 3


 


The
Company and the Management Shareholders jointly and severally represent to,
warrant and covenant with the Subscriber as follows:


 


	
  1.

  	
   

  	
  About
  the Company and Subsidiaries

  
	
   

  	
   

  	
   

  
	
  1.1

  	
   

  	
  All details of the Company and the Subsidiaries set out in Schedules
  1 and 2 are completely true and correct.

  
	
   

  	
   

  	
   

  
	
  1.2

  	
   

  	
  The
  Company and the Subsidiaries are all duly registered and incorporated in the
  PRC according to law, are limited liability companies valid and subsisting,
  and are independent legal entities.

  
	
   

  	
   

  	
   

  
	
  1.3

  	
   

  	
  The
  Company and the Subsidiaries have at all times fully observe and comply with
  all laws and regulations applicable to them and their business. All
  documents, records or fees required by law have been filed and paid at the
  times and in accordance with the regulations prescribed by law. All consents,
  permits, certificates etc. necessary for their operation have been timely
  obtained in accordance with the requirements of law, and are kept valid.

  
	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Financial
  Status

  
	
   

  	
   

  	
   

  
	
  2.1

  	
   

  	
  All
  books and financial records have been prepared and kept according to proper
  operating methods and accounting standards; and accurately record all
  operating activities of the Company and the Subsidiaries.

  
	
   

  	
   

  	
   

  
	
  2.2

  	
   

  	
  The
  Financial Statements:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (I)

  	
   

  	
  correctly
  reflect the true financial and operating status of the Company and the
  Subsidiaries as at the Accounting Date, and the results of the relevant
  period;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (II)

  	
   

  	
  include
  the true and complete picture of all liabilities and capital commitments
  undertaken by the Company and the Subsidiaries as at the Accounting Date.

  
	
   

  	
   

  	
   

  
	
  2.3

  	
   

  	
  All
  assets of the Company and the Subsidiaries have been truly and completely
  shown in the Financial Statements.

  
	
   

  	
   

  	
   

  
	
  2.4

  	
   

  	
  Since
  the Accounting Date:

  



 

















 


	
   

  	
   

  	
  (I)

  	
   

  	
  the
  Company and the Subsidiaries have been operating in the normal course of
  business, and their operation has not been suspended or altered;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (II)

  	
   

  	
  there
  is no material change to the trading condition or customer relation of the
  Company and the Subsidiaries as compared to the position disclosed by the
  Financial Statements; nor is there any material change to their financial
  conditions, financial status, outlook, asset or obligations; nor has any loss
  or damage to their operation or assets occurred.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Shares

  
	
   

  	
   

  	
   

  
	
  3.1

  	
   

  	
  Except as disclosed, there does not exist any agreement or
  arrangement for the issuance of any share option, or the right to any third
  party to subscribe for ordinary or preference shares of the Company, or any
  encumbrance that may affect the New Shares.

  
	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Competition

  
	
   

  	
   

  	
   

  
	
  4.1

  	
   

  	
  The
  Company and the Management Shareholders covenant not to directly or
  indirectly engage or be interested in any way in any business or activity
  that competes or may compete with the Company’s business.

  
	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Major
  Contracts

  
	
   

  	
   

  	
   

  
	
  5.1

  	
   

  	
  At
  the date of this Agreement or the Completion Date, there does not exist any
  contract that is outside of the normal course of business, or which contains
  unusual or onerous terms.

  
	
   

  	
   

  	
   

  
	
  5.2

  	
   

  	
  There
  does not exist any circumstances or event that may cause the major contracts
  of the Company to be terminated, cancelled or not enforced.

  
	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Litigation

  
	
   

  	
   

  	
   

  
	
  6.1

  	
   

  	
  The
  Company or the Subsidiaries is not involved in any litigation, arbitration, administrative
  or criminal legal proceedings (whether as the plaintiff, defendant or third
  party). There does not exist any litigation or legal proceedings involving
  the Company or the Subsidiaries that are not yet concluded; or any circumstances
  or event that will cause or result in any dispute, litigation or legal
  proceedings for the Company or the Subsidiaries.

  



 

















 


	
  7.

  	
   

  	
  Tax

  
	
   

  	
   

  	
   

  
	
  7.1

  	
   

  	
  The
  tax registrations of the Company and the Subsidiaries are in compliance with
  all applicable laws and regulations.

  
	
   

  	
   

  	
   

  
	
  7.2

  	
   

  	
  At
  all times, the Company and the Subsidiaries have reported and paid all taxes
  timely and in accordance with law. There does not exist any circumstances or
  activities of tax theft, non-payment of tax or tax avoidance.

  
	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  Intellectual
  Property

  
	
   

  	
   

  	
   

  
	
  8.1

  	
   

  	
  The
  intellectual property of the Company or the Subsidiaries, including patent
  inventions, technical know-how, trade marks and copyrights etc., and whether
  registered or being registered or not yet registered, are all owned by the
  Company or the Subsidiaries; are legally valid and effective, and not
  obtained by the licence of any third party. The patent inventions, technical
  know-how, trade marks and copyrights etc. owned by the Company or the
  Subsidiaries may not be assigned or used by any third party without payment.

  
	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  Properties
  and Assets

  
	
   

  	
   

  	
   

  
	
  9.1

  	
   

  	
  Except
  as disclosed in the Financial Statements, the Company does not own any other
  property or asset.

  
	
   

  	
   

  	
   

  
	
  9.2

  	
   

  	
  All
  properties and assets of the Company are the sole and absolute property of
  the Company. The Company has obtained all relevant certificates of ownership
  and all other necessary documents and proofs in accordance with law. Except
  as disclosed, there does not exist any other charges or encumbrances.

  
	
   

  	
   

  	
   

  
	
  9.3

  	
   

  	
  All
  taxes and fees payable in respect of the properties and assets of the Company
  have been fully paid in time in accordance with law.

  
	
   

  	
   

  	
   

  
	
  9.4

  	
   

  	
  All
  relevant leases for properties leased by the Company are valid and
  subsisting. There does not exist any circumstances that will cause such
  contracts to be terminated, cancelled or not enforced. There does not exist
  any dispute, non-payment or other unfulfilled liabilities between the Company
  and the owners of the relevant properties.

  



 


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TianLan-Share Subscription Agt Eng translation (180507)