Unassociated Document


    STOCK
      PURCHASE AGREEMENT

    


    This
      STOCK PURCHASE AGREEMENT
      (this
“Agreement”)
      is
      made and entered into as of November 6, 2007, by and among AGFEED
      INDUSTRIES, INC.,
      a
      Nevada Corporation (the “Buyer”), and Huaping Yang and Hongyun Luo (the
“Sellers”), being the holders of ninety percent (90%) of the issued and
      outstanding shares of LUSHAN
      BREEDER PIG FARM CO., LTD (the
      “Company”), a Peoples Republic of China company located in HuaLin Town of XingZi
      County in JiangXi Province.

     

    RECITALS

     

    The
      Sellers desire to sell to the Buyer, and the Buyer desires to purchase from
      the
      Sellers, ninety percent (90%) of the issued and outstanding shares of the common
      stock of the Company (the “Shares”), pursuant to the terms and conditions set
      forth in this Agreement. Both Buyer and Sellers acknowledge that Buyer intends
      to promptly assign the Shares, once purchased, to Nan Chang Best Animal
      Husbandry Co., Ltd, a wholly owned subsidiary of Buyer (the Sub”).

     

    AGREEMENT

     

    NOW,
      THEREFORE,
      in
      consideration of the foregoing, and for other good and valuable consideration,
      the receipt and sufficiency of which is hereby acknowledged, the parties hereto
      hereby agree as follows:

     

    1. AGREEMENT TO PURCHASE AND SELL STOCK

     

    1.1. Agreement to Purchase and Sell.
      The
      Sellers agrees to sell to Buyer at the Closing, and Buyer agrees to purchase
      from the Sellers at the Closing the Shares for an aggregate purchase price
      of
      RMB20,112,020 (equivalent of US$2,699,600 at US$1 = RMB7.45) (the “Purchase
      Price”).
      The
      Shares purchased and sold pursuant to this Agreement will be collectively
      referred to as the “Purchased Shares.”

     

    2. CLOSING.
      The
      Closing hereunder (the “Closing”) shall take place following this Agreement’s
      execution at a time and place mutually agreed by the parties (the “Closing
      Date”).

     

    3. REPRESENTATIONS
      AND WARRANTIES OF SELLERS AND THE COMPANY.
      Sellers
      and the Company each, jointly and severally, hereby represent and warrant to
      the
      Buyer that the statements in the following paragraphs of this Section
      3
      are all
      true and correct as of the date hereof and as of the Closing Date:

     

    3.1. Organization,
      Good Standing and Qualification.
      The
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of the Peoples Republic of China and has all requisite corporate
      power and authority to lease and/or own its properties and assets and to carry
      on its business as now conducted and as presently proposed to be
      conducted.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    3.2. Capitalization.
      Immediately prior to the Closing, the Sellers shall own free and clear all
      Shares to be sold to Buyer, and that collectively they own ninety percent (90%)
      of the Company’s common stock on a fully dilutive basis. There are no options,
      warrants, or other securities outstanding that dilute Sellers’ Share ownership
      interest below ninety percent (90%) of the common stock issued and
      outstanding.

     

    3.3. Subsidiaries.
      The
      Company does not presently own or control, directly or indirectly, any interest
      in any other corporation, partnership, trust, joint venture, association, or
      other entity.

     

    3.4. Due
      Authorization.
      All
      corporate action on the part of the Company, its officers, directors and
      stockholders necessary for the authorization, execution, delivery of, and the
      performance of all obligations of the Company under, this Agreement has been
      taken or will be taken prior to the Closing Date, and this Agreement, when
      executed, will constitute, valid and legally binding obligations of the Company,
      enforceable in accordance with their respective terms, except as may be limited
      by (i) applicable bankruptcy, insolvency, reorganization or others laws of
      general application relating to or affecting the enforcement of creditors’
rights generally and (ii) the effect of rules of law governing the availability
      of equitable remedies.

     

    3.5. Valid
      Transfer of Shares.
      Sellers
      will take all necessary steps to transfer or otherwise effect registration
      of
      full and complete ownership of the Shares to Buyer or Sub to effectuate the
      purposes of this Agreement.

     

    3.6. Governmental Consents.
      No
      consent, approval, order or authorization of, or registration, qualification,
      designation, declaration or filing with, any governmental authority on the
      part
      of the Company is required in connection with the consummation of the
      transactions contemplated by this Agreement.

     

    3.7. Litigation.
      There
      is no action, suit, proceeding, claim, arbitration or investigation
      (“Action”)
      pending or, to the best of the Company’s and Sellers’ Knowledge (as defined
      below), currently threatened against the Company, its activities, properties
      or
      assets or, to the best of the Company’s and Sellers’s Knowledge, against any
      shareholder, officer, director or employee of the Company in connection with
      such shareholder’s, officer’s, director’s or employee’s relationship with, or
      actions taken on behalf of, the Company. To the best of the Company’s and
      Sellers’ Knowledge, there is no factual or legal basis for any such Action that
      might result, individually or in the aggregate, in any material adverse change
      in the business, properties, assets, financial condition, affairs or prospects
      of the Company. By way of example but not by way of limitation, there are no
      Actions pending or, to the best of the Company’s and Sellers’ Knowledge,
      threatened (or any basis therefor known to the Company) relating to the prior
      employment of any of the Company’s employees or consultants, their use in
      connection with the Company’s business of any information, technology or
      techniques allegedly proprietary to any of their former employers, clients
      or
      other parties, or their obligations under any agreements with prior employers,
      clients or other parties. The Company is not a party to or subject to the
      provisions of any order, writ, injunction, judgment or decree of any court
      or
      government agency or instrumentality and there is no Action by the Company
      currently pending or which the Company intends to initiate. For the purposes
      of
      this Agreement, “Knowledge”
means
      (i) the actual knowledge of such party’s shareholders, partners, officers,
      directors, principals, affiliates or agents; and (ii) the knowledge that a
      prudent business person would have obtained in the conduct of his or her
      business after making reasonable inquiry and exercising reasonable diligence
      with respect to the particular matter in question.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    3.8. Status
      of Proprietary Assets.

     

    (a) Ownership.
      To the
      best of the Company’s and Sellers’ Knowledge, the Company has full title and
      ownership of, or has license to, all patents, patent applications, trademarks,
      service marks, trade names, copyrights, moral rights, mask works, trade secrets,
      confidential and proprietary information, compositions of matter, formulas,
      designs, proprietary rights, know-how and processes (all of the foregoing
      collectively referred to as the “Proprietary
      Assets”)
      necessary to enable it to carry on its business as now conducted and as
      presently proposed to be conducted, without any conflict with or infringement
      of
      the rights of others. To the best of the Company’s and Sellers’ Knowledge, no
      third party has any ownership right, title, interest, claim in or lien on any
      of
      the Company’s Proprietary Assets and the Company has taken, and in the future
      the Company will use its best efforts to take, all steps reasonably necessary
      to
      preserve its legal rights in, and the secrecy of, all its Proprietary Assets,
      except those for which disclosure is required for legitimate business or legal
      reasons.

     

    (b) Licenses;
      Other Agreements.
      The
      Company has not granted, and, there are not outstanding, any options, licenses
      or agreements of any kind relating to any Proprietary Asset of the Company,
      nor
      is the Company bound by or a party to any option, license or agreement of any
      kind with respect to any of its Proprietary Assets. The Company is not obligated
      to pay any royalties or other payments to third parties with respect to the
      marketing, sale, distribution, manufacture, license or use of any Proprietary
      Asset or any other property or rights.

     

    (c) No
      Infringement.
      To the
      best of the Company’s and Sellers’ Knowledge, the Company has not violated or
      infringed, and is not currently violating or infringing, and the Company has
      not
      received any communications alleging that the Company (or any of its employees
      or consultants) has violated or infringed or, by conducting its business as
      proposed, would violate or infringe, any Proprietary Asset of any other person
      or entity.

     

    3.9. Compliance
      with Law and Charter Documents.
      The
      Company is not in violation or default of any provisions of its governing and
      constituent documents that established the Company and
      to
      the best of the Company’s and Sellers’ Knowledge, the Company is in compliance
      in all material respects with all applicable statutes, laws, regulations and
      executive orders of the Peoples Republic of China, and all states, provinces,
      foreign countries or other governmental bodies and agencies having jurisdiction
      over the Company’s business or properties. The Company has not received any
      notice of any violation of such statutes, laws, regulations or orders which
      has
      not been remedied prior to the date hereof. The execution, delivery and
      performance of this Agreement and the consummation of the transactions
      contemplated hereby or thereby will not be in conflict with or constitute,
      with
      or without the passage of time or the giving of notice or both, either a
      violation of or default under the Company’s governing and constituent
      documents,
      or
      any
      agreement or contract of the Company, or, to the best of the Company’s and
      Sellers’ Knowledge, result in a violation in any material respect of any such
      statutes, laws, regulations or orders (whether judicial, administrative or
      executive), or an event which results in the creation of any lien, charge or
      encumbrance upon any asset of the Company.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    3.10. Material
      Agreements.

     

    (a) List
      of Material Agreements.
      The
      Company and Sellers have disclosed a complete list of all agreements, contracts,
      leases, licenses, instruments and commitments (oral or written) to which the
      Company is a party or is bound that, individually or in the aggregate, are
      material to the business, properties, financial condition, results of operation,
      affairs or prospects of the Company (“Material
      Agreements”)
      to
      Buyer’s management.

     

    (b) No
      Breach.
      The
      Company has not breached, nor does the Company or Sellers have any Knowledge
      of
      any claim or threat that the Company has breached, any term or condition of
      (i)
      any Material Agreement disclosed to Buyer’s management or (ii) any other
      agreement, contract, lease, license, instrument or commitment that, individually
      or in the aggregate, would have a material adverse effect on the business,
      properties, financial condition, results of operations or affairs or prospects
      of the Company. Each Material Agreement disclosed to Buyer’s management is in
      full force and effect and, to the Company’s and Sellers’ Knowledge, no other
      party to such Material Agreement is in default thereunder. The Company is not
      a
      party to any agreement that restricts its ability to market or sell any of
      its
      products (whether by territorial restriction or otherwise).

     

    3.11. Title
      to Property and Assets.
      Except
      for the RMB4,919,980 (equivalent of US$660,400 at US$1 = RMB7.45) debt owed
      by
      the Company (the “Debt”), which will be paid-off by Buyer upon the Closing, the
      Company owns its properties and assets free and clear of all mortgages, deeds
      of
      trust, liens, encumbrances, security interests and claims except for statutory
      liens for the payment of current taxes that are not yet delinquent and liens,
      encumbrances and security interests which arise in the ordinary course of
      business and which do not affect material properties and assets of the Company.
      With respect to the property and assets it leases, the Company is in compliance
      with such leases and, to the best of the Company’s and Sellers’ Knowledge, the
      Company holds valid leasehold interests in such assets free of any liens,
      encumbrances, security interests or claims of any party other than the lessors
      of such property and assets.


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    3.12. Financial
      Statements. 
      Attached
      to this Agreement as Schedule
      1.0
      are
      audited financial statements (“Financial
      Statements”).
      Such
      Financial Statements (a) are in accordance with the books and records of the
      Company in all material respects; (b) are true, correct and complete in all
      material respects and present fairly the financial condition of the Company
      at
      the date or dates therein indicated and the results of operations for the period
      or periods therein specified and (c) have been prepared in accordance with
      generally accepted accounting principles applied on a consistent basis, except,
      as to the unaudited financial statement, for the omission of notes thereto
      and
      normal year-end audit adjustments. Specifically, but not by way of limitation,
      the respective balance sheets of the Financial Statements disclose all of the
      Company’s material debts, liabilities and obligations of any nature, whether due
      or to become due, as of their respective dates (including, without limitations,
      absolute liabilities, accrued liabilities, and contingent liabilities). The
      Company has good and marketable title to all assets set forth on the balance
      sheets of the Financial Statements, except for such assets as have been spent,
      sold or transferred in the ordinary course of business.

     

    3.13. Certain
      Actions.
      Since
      preparation of the Financial Statements, the Company has not: (a) declared
      or
      paid any dividends, or authorized or made any distribution upon or with respect
      to any class or series of its capital stock; (b) incurred any indebtedness
      for
      money borrowed or incurred any other liabilities individually in excess of
      US$5,000 or in excess of US$10,000 in the aggregate; (c) made any loans or
      advances to any person, other than ordinary advances for travel expenses; (d)
      sold, exchanged or otherwise disposed of any material assets or rights other
      than the sale of inventory in the ordinary course of its business; or (d)
      entered into any transactions with any of its shareholders, officers, directors
      or employees or any entity controlled by any of such individuals.

     

    3.14. Environmental
      Matters.

     

    (a) To
      the
      Company’s and Sellers’ Knowledge, none of the Company’s properties or facilities
      is in material violation of any governmental law relating to industrial hygiene
      or to the environmental conditions on, under or about such properties or
      facilities, including, but not limited to, soil and ground water condition.
      During the time that the Company has owned or leased its properties and
      facilities, neither the Company nor, to the Company’s and Sellers’ Knowledge,
      any third party, has used, generated, manufactured or stored on, under or about
      such properties or facilities or transported to or from such properties or
      facilities any hazardous materials.

     

    (b) During
      the time that the Company has owned or leased its properties and facilities,
      there has been no litigation brought or, to the Company’s and Sellers’
Knowledge, threatened against the Company, or any settlement reached by the
      Company with, any party or parties alleging the presence, disposal, release
      or
      threatened release of any hazardous materials on, from or under any of such
      properties or facilities.

     

    3.15. No
      Material Undisclosed Liabilities.

     

    (a) There
      is
      no liability or obligation of the Company of any nature, whether absolute,
      accrued, contingent, or otherwise, in the amount of US$5,000 or more
      individually, or US$10,000 or more in the aggregate, other than the liabilities
      and obligations that are fully reflected, accrued or reserved against on the
      balance sheets of the Financial Statements, for which the reserves are
      appropriate and reasonable, or incurred in the ordinary course of business
      and
      consistent with past practices.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    (b) The
      Company is not signatory to, and is not in any manner a guarantor, endorser,
      assumptor or otherwise primarily or secondarily liable for or responsible for
      the payment of, any notes payable or other obligations other than those set
      forth in the Financial Statements.

     

    3.16. Accounts
      Receivable.
      The
      accounts receivable of the Company reflected on the Financial Statements
      represent usual, customary and reasonable charges for services actually rendered
      or equipment and supplies sold and delivered, are valid and enforceable claims
      for services rendered and/or goods supplied by the Company and are not subject
      to any defenses, offsets, claims or counterclaims of any kind. To the best
      of
      the Company’s and Sellers’s Knowledge, such receivables are current and
      collectible net of any reserves shown in the Financial Statements (which
      reserves are adequate and were calculated consistent with past
      practice).

     

    4. REPRESENTATIONS,
      WARRANTIES AND CERTAIN AGREEMENTS OF BUYER.
      The
      Buyer each hereby, severally and not jointly, represent and warrant to, and
      agree with, the Company that:

     

    4.1. Authorization.
      Buyer
      is a legally registered company in good standing in the State of Nevada. This
      Agreement constitutes Buyer’s valid and legally binding obligation, enforceable
      in accordance with its terms except as may be limited by (i) applicable
      bankruptcy, insolvency, reorganization or other laws of general application
      relating to or affecting the enforcement of creditors’ rights generally and (ii)
      the effect of rules of law governing the availability of equitable remedies.
      Buyer represents that it has full power and authority to enter into this
      Agreement.

     

    4.2. Purchase
      Purpose.
      The
      Purchased Shares to be purchased by Buyer will be acquired for purposes of
      owning and operating the Company’s business.

     

    5. CONDITIONS
      TO BUYER’S OBLIGATIONS AT CLOSING.
      The
      obligations of Buyer to the Company under this Agreement are subject to the
      fulfillment or waiver, on or before the Closing Date, of each of the following
      conditions, the waiver of which shall not be effective against the Buyer if
      the
      Buyer does not consent to such waiver, which consent may be given by written
      communication to the Company or its counsel:

     

    5.1. Representations and Warranties.
      Each of
      the representations and warranties of the Company and Sellers contained in
      Section
      3
      shall be
      true and correct on the Closing Date with the same effect as though such
      representations and warranties had been made on and as of the Closing Date.
      

     

    5.2. Performance.
      The
      Company shall have performed and complied with all agreements, obligations
      and
      conditions contained in this Agreement that are required to be performed or
      complied with by it on or before the Closing and shall have obtained all
      approvals, consents and qualifications necessary to complete the purchase and
      sale described herein.


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    5.3. No
      Material Change.
      There
      shall have been no material adverse change in the business, affairs, prospects,
      operations, properties, assets or condition of the Company.

     

    5.4. No
      Defaults.
      The
      Company shall not be in default in any material respect under any Material
      Agreement to which it is a party.

     

    6. CONDITIONS
      TO THE COMPANY’S OBLIGATIONS AT CLOSING.
      The
      obligations of the Company and Sellers to the Buyer under this Agreement are
      subject to the fulfillment or waiver, on or before the Closing Date, of each
      of
      the following conditions, the waiver of which shall not be effective against
      the
      Company if the Company does not consent to such waiver, which consent may be
      given by written communication to the Buyer or its counsel:

     

    6.1. Representations
      and Warranties.
      The
      representations and warranties of the Buyer contained in Section
      4
      shall be
      true and correct on the Closing Date with the same effect as though such
      representations and warranties had been made on and as of the Closing
      Date.

     

    6.2. Payment
      of Purchase Price.
      Buyer
      shall have delivered to the Sellers the Purchase Price in accordance with the
      provisions of Section
      1.

     

    6.3. Payment
      of Debt.
      At the
      time of closing, Buyer shall pay-off the Company’s Debt in full. 

     

    6.4. Litigation.
      No
      action or proceeding before any governmental body shall have been instituted
      or
      threatened to restrain or prohibit the sale of the Purchased
      Shares.

     

    6.5. Performance.
      The
      Buyer shall have performed and complied with all agreements, obligations and
      conditions contained in this Agreement that are required to be performed or
      complied with by it on or before the Closing, and shall have obtained all
      approvals, consents and qualifications necessary to complete the purchase and
      sale described herein.

     

    7. MISCELLANEOUS.

     

    7.1. Survival
      of Warranties.
      The
      representations, warranties and covenants of the Company, Sellers and the Buyer
      contained in or made pursuant to this Agreement shall survive the execution
      and
      delivery of this Agreement and the Closing and shall in no way be affected
      by
      any investigation of the subject matter thereof made by or on behalf of the
      Buyer, its counsel or the Company, as the case may be.


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    7.2. Successors
      and Assigns.
      The
      terms and conditions of this Agreement shall inure to the benefit of and be
      binding upon the respective successors and assigns of the parties.

     

    7.3. Governing
      Law.
      This
      Agreement shall be governed by and construed under the internal laws of the
      Peoples Republic of China, without reference to principles of conflict of laws
      or choice of laws.

     

    7.4. Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.

     

    7.5. No
      Finder’s Fees.
      Neither
      the Buyer, the Sellers, the Company, or any shareholder, officer, director,
      or
      employee of the Buyer, the Sellers or the Company (i) employed any broker or
      finder, or (ii) incurred any liability whatsoever, for any brokerage fees,
      commissions, or finder’s fees in connection with the transaction contemplated
      hereby.

     

    7.6. Amendments
      and Waivers.
      Any
      term of this Agreement may be amended and the observance of any term of this
      Agreement may be waived (either generally or in a particular instance and either
      retroactively or prospectively), only with the written consent of the Company,
      the Sellers and the Buyer.

     

    7.7. Severability.
      If one
      or more provisions of this Agreement are held to be unenforceable under
      applicable law, such provision(s) shall be excluded from this Agreement and
      the
      balance of the Agreement shall be interpreted as if such provision(s) were
      so
      excluded and shall be enforceable in accordance with its terms.

     

    7.8. Entire
      Agreement.
      This
      Agreement, together with the schedule hereto, constitutes the entire agreement
      and understanding of the parties with respect to the subject matter hereof
      and
      supersedes any and all prior negotiations, correspondence, agreements,
      understandings duties or obligations between the parties with respect to the
      subject matter hereof.

     

    7.9. Further
      Assurances.
      From
      and after the date of this Agreement, upon the request of any party, the Buyer,
      the Sellers and/or the Company shall execute and deliver such instruments,
      documents or other writings as may be reasonably necessary or desirable to
      confirm and carry out and to effectuate fully the intent and purposes of this
      Agreement.

    


    [Remainder
      of page intentionally left blank]

    


    [Signature
      page to follow]


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Stock Purchase Agreement as of the date first
      above written.

    


    
      	 	
              BUYER:

            
	 	 
	 	
              AGFEED
                INDUSTRIES, INC.,

            
	 	
              a
                Nevada registered company

            
	 	 
	 	 
	 	
              By:

            	
               
                /s/  Songyan Li

            	
            
	 	 	
               
                Name: Dr. Songyan Li

            
	 	 	
               
                Title: Chairman

            
	 	 
	 	 
	 	
              SELLERS:

            
	 	 
	 	
              By:

            	
                /s/ Huaping Yang

            	
            
	 	 	
               
                Name: Huaping
                Yang

            
	 	 	 
	 	
              By:

            	
                /s/ Hongyun Luo

            	
            
	 	 	
               
                Name: Hongyun
                Luo

            
	 	 
	 	 
	 	
              COMPANY:

            
	 	 
	 	
              LUSHAN
                BREEDER PIG FARM CO., LTD

            
	 	
              a
                Peoples Republic of China registered company

            
	 	 
	 	 
	 	
              By:

            	
                /s/ Hongyun Luo

            	
            
	 	 	
               
                Name: Hongyun Luo

            
	 	 	
               
                Title: Executive Director

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    LIST OF SCHEDULES

    


    SCHEDULES

    

      
        	
                Schedule 1.0

              	
                Financial
                  Statements as disclosed to Buyer’s Board of Directors and
                  management

              


      

    

     

    
      
        
        

      

      
        10