Exhibit 10.1


 


SHARE
TRANSFER AGREEMENT


 


THIS SHARE TRANSFER AGREEMENT (the “Agreement”) is made and entered as
of 16th June 2004, by and among:


 


	
  Mr. Zou Jingchen (“Zou”):

  	
   

  	
  Addresss: Rm 5, Blk 18, No.14 DongFeng EastRoad,

  PanLong District, KunMing, YunNan, China

  
	
   

  	
   

  	
  ID No. 530103620606291

  
	
   

  	
   

  	
  Tel: 13302068348

  
	
  Ms. Tian Jinmei (“Tian”):

  	
   

  	
  Addresss:No.19 BaiTa Road, PanLong District, KunMing, YunNan.
  China

  
	
   

  	
   

  	
  ID No. 530103780603298

  
	
   

  	
   

  	
  Tel: 0086871-4603928

  
	
  Mr, Li Yin (“Li”)

  	
   

  	
  Addresss:Rm1-7, Blk 9, No.14 DongFeng EastRoad, PanLong District,
  KunMing, YunNan, China

  
	
   

  	
   

  	
  ID No. 530103711220297

  
	
   

  	
   

  	
  Tel:  13820906603

  
	
  Ms.Wu Fengzheng (“Wu”):

  	
   

  	
  Addresss:Blk 12, worker new-village, WuHua & PanLong District,
  KunMing, YunNan, China

  
	
   

  	
   

  	
  ID No. 530102196212052427

  
	
   

  	
   

  	
  Tel:  13888878870

  



 


DEFINITIONS


 


A.    “Company” shall mean Tianjin Chengtai International
Trading Ltd., a corporation organized and existing under the laws of China,
having its registered office at Room 503, No.18 Guo Mao Road, Free Trade Zone,
Tianjin China , which is jointly invested by Tian and Li.


 


RECITALS


 


A.    Zou desires to acquire, and Tian desires to sell to
Zou, all of her shares in the Company.


B.    Li, as a shareholder of the Company, agree to
renounce his preempt interest in acquiring the shares. The Board of Directors
of the Company has determined that


 

















 


transferring the shares owned by Tian to Zou (the “Transactions”) are
fair to, and in the best interests of, the Company and its shareholders, and
agreed to pursuant to the terms and condition as stated in this Agreement.


C.    Wu desires to acquire, and Li desires to sell to
Wu, all of his shares in the Company


D.    Tian, as a shareholder of the Company, agree to
renounce his preempt interest in acquiring the shares. The Board of Directors
of the company has determined that transferring the shares owned by Li to Wu
(the “Transactions”) are fair to, and in the best interests of, the Company and
its shareholders, and agreed to pursuant to the terms and condition as stated
in this Agreement.


 


NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties agree as follows:


 


AGREEMENT


 


1.     Organization
of the Company


The Company has a register capital of 7.50 Millions Reminbi, which Tian
and Li invested and owned 90% and 10% of the shares respectively.


 


2.     Representations
and Warranties of Tian


2.1.     Tian hereby warrants that all the representation
and warranties shall be correct and true as follows:


2.1.1.       Tian has the right and power to own, lease or
otherwise hold its properties and assets and to carry on its business as now
conducted, and has the right to legal transfer its shares to Zou.


2.1.2.       The Company is duly qualified or licensed to do
business according the law of China, PRC, and is in good standing, in each
jurisdiction where the character of the properties owned, leased or operated by
it or the nature of its business makes such qualification or licensing
necessary.  It is in compliance with the
terms of all Authorizations and all
laws, ordinances regulations and decrees which to the Company’s knowledge
are applicable to the Business


2.1.3.       The Company shall renew its business licenses
every year from the related business administration department.


2.1.4.       All shareholders have invested their shares of
equity capital to the Company


 

















 


2.1.5.       The audited consolidated balance sheets of the
Company as of December 31, 2003, and the related audited statements of
operations, consolidated changes in shareholders’ equity and consolidated
statements of cash flows for the year then ended, together with all related
notes and schedules thereto represents true and complete financial status of
the the Company


2.1.6.       The Company controls all rights on its assets
and capitals. No third parties hold any remedy, claim, liability,
reimbursement, cause of action, or any other right.


2.1.7.       The Company does not have any debts, liabilities
or obligations of any nature as of the date of signed of this Agreement and
transfer of the shares of the Company to Zou.


2.1.8.       With respect to all leased property that the
Company lease, the Company has good and clear record and marketable title to
such parcel, free and clear of any Lien, easement, covenant or other
restriction. The Company shall continue to hold the rights to use and lease the
property after the transfer of shares.


2.1.9.       The Company has timely paid and will timely pay
all Taxes required to be paid on or before the Transaction for all periods up
to.  There is no taxation liability as
of the date of signed of the Agreement.


2.1.10.     There are no disputes or collective labor negotiation involving the Company
as of the date of signed of the Agreement.


2.1.11.     To the Company’s knowledge after reasonable
investigation, the Company has not been sued or charged or been a defendant in
any claim, suit, action or proceeding which involves a claim of infringement of
any intellectual property rights.


2.1.12.     There is no litigation, grievance, suit, claim,
action, proceeding or investigation pending or, to the knowledge of the
Company, threatened against the Company or any property or asset owned or used
by the Company.


2.1.13.     The Company shall continue its operations and
daily business activities carefully during the period between sign of the
Agreement and registration on changes of shareholders of the Company, and Zou
takes over of the company seal and account book.


2.1.14.     During the period between sign of the Agreement
and registration on changes of shareholders of the Company, and Zou takes over
of the company seal and account book, Tian and the Company shall not engage in
sale and mortgage of any fixed assets of the Company.


 

















 


2.1.15.     Tian and company invested by Tian, including
subsidiaries and joint venture companies, shall not involve directly or
indirectly in the same businesses of the Company after its withdrawal of the
Company.


 


3.     Representations
and Warranties of Li


Li hereby warrants that all the representation and warranties shall be
correct and true as of the Representations and Warranties of Tian as set forth.


 


4.     Declaration
of Other Shareholders of the Company


Li agrees to amend the constitution of the Company at the time when
applying for change of company’s shareholders. 
The amendment shall include but not limited to the followings:


4.1.     Set up an Executive Director position, and Zou
shall take this position with a tenure of 3 years.


4.2.     Set up a General Manager position under the
employment of the Company, which Zou shall assign the candidate.


4.3.     Set us a Chief Financial Officer position under
the employment of the Company, which Zou shall assign the candidate.


 


Tian agrees to amend the constitution of the Company at the time when
applying for change of company’s shareholders, which Wu become the new
shareholder of the Company  The
amendment shall include but not limited to the provisions same as above.


 


5.     Purchase
and Sale of Stock


5.1.     Tians agrees to sale and transfer all its
interests of the Company to Zou.


Upon the transaction is completed, Zou shall possess 90% shares of the
Company and Tian will no longer hold any rights of the Company.


Zou shall obtain all the rights and interests from the shares upon the
signed of this Agreement.


5.2.     Li agrees to sale and transfer all its interests
of the Company to Wu


Upon the transaction is completed, Wu shall possess 10% shares of the
Company and Li will no longer hold any rights of the Company.


Wu shall obtain all the rights and interests from the shares upon the
signed of this Agreement.


 


6.     Purchase
Price and Payment


6.1.     Tian sells all her shares of the Company for a
total purchase price of 1.35


 

















 


Millions USD; Li sells all his shares of the Company for a total
purchase price of 0.15 Millions USD.


6.2.     Zou and Wu shall own all the rights and interests
according to the ratio of its shareholding of the Company upon the date of the
execution of this Agreement, where Tian and Li will no longer possess any
rights set forth.


6.3.     Zou shall provide one time payment to Tian and Wu
shall also provide one time payment to Li for acquisition of the shares of the
Company within 30 days after the signed of this Agreement.


 


7.      Fees
and Expenses


7.1.     Each party will pay all of his, her or its own
expenses in connection with the negotiation of this Agreement, the performance
of his, her or its obligations hereunder the consummation of the transactions
contemplated hereby.


7.2.     Tian and Li shall be responsible all charges
imposed on examining the documentation of this Agreement.


 


8.      Tax
and Legal Matters


8.1.     Tian and Li shall be responsible for all tax
liability prior to the signed of the Agreement, which has not been account in
the taxpaying reserve.


8.2.     Tian and Li understands that according to the laws
of China, PRC, they shall be responsible for their own tax liability that may
arise as a result of the sale of stocks transfer.


 


9.      Indemnification


Shall failure by such Tian and Li failed to perform any of his or her covenants or agreements contained in this Agreement, Zou and Wu shall have to right to terminate this Agreement.
 


10.    Confidentiality


Confidential Information of each party will
be used by the other party solely for the purposes permitted by the
Agreement.  All confidential Information
will be received and held in confidence by the receiving party, subject to the
provisions of this agreement. Unless other provided for in writing by the other
Parties, each of the parties shall, during the term of this agreement,
thereafter, maintain in confidence, and shall use only in furtherance of the
purpose of this Agreement, all confidential and trade secret information
supplied to it and indicated as such by the other Party, known as such by it or
commonly treated as such by commercial enterprises.


 

















 


11.    Force
Majeure


Neither party shall be held responsible for any delay or failure in performance of any part of this
Agreement to the extent such delay norfailure is caused by causes beyond its control and without the fault or negligence of
the delayed or non performing party orits subcontractors.


 


12.    Arbitration


12.1.   This Agreement shall be governed in all respects by
the laws of China, PRC with regard to principles of conflicts of law.


12.2.   The parties will attempt in good faith to resolve any dispute arising out of or
relating to this agreement promptly by negotiation between or among representatives who have authority to settle
the controversy.  All disputes, claims, and questions
regarding the rights and obligations of the parties under the terms of this
agreement are subject to arbitration.


 


13.    General
Provisions


13.1.   This Agreement
constitutes the entire agreement and understanding of the Parties with respect to the subject
matter hereof and supersedes all prior
negotiations, promises, supplementary documentations and/or agreements
entered into prior to this Agreement with respect to the subject matter hereof.


13.2.   No other agreement hereafter in any way modifying or
supplementing this Agreement will be binding unless confirmed in writing by the
Parties or as otherwise stipulated in this Agreement.


13.3.   Shall any provisions of this Agreement be invalid or unenforceable, both parties shall
attempt in good faith to negotiate and come into an agreement on a valid and
enforceable provision, which is on the verge of the objectives of the original
invalidate and unenforceable provisions.


13.4.   If any changes in laws and regulation which causes
any provision of this Agreement to be invalid, such invalidity or
unenforceability shall not invalidate or render unenforceable the entire
Agreement, but rather the entire Agreement shall be construed as if not
containing the particular invalid or unenforceable provision or provisions, and
the rights and obligations of both parties shall be construed and enforced
accordingly.


13.5.   Either party’s failure to enforce any provision or
provisions of this Agreement shall not in any way be construed as a waiver of
any such provision or provisions, nor prevent that party thereafter from
enforcing each and every other provision of this Agreement.


 

















 


14.    Miscellaneous


14.1.   There are
six (6) copies of this Agreement.  Each
party shall retain one (1) copy and whereas each copy shall have the same legal
binding subsequent to the endorsement of the Agreement.  Two (2) copies are for application of
approval and change of registry.


14.2.   This Agreement shall be effective upon the
fulfillment of the conditions hereunder:


14.2.1.     This agreement shall be signed by the duly
authorized representatives of the Company.


14.2.2.     This Agreement shall be approved by related
government department. There shall not be any amendment or any additional terms
and provisions being added after approval.


14.2.3.     If the related government department tables an
amendment proposal, both parties shall start negotiation to resolve the
problems.  The new term shall not be
limited to the suggested proposal of the government department.  The amended Agreement shall be submitted to
the government department for approval according to the requirement as set
forth in 14.2.2 before signed and implemented by both parties.


14.2.4.     Shall the approval being granted by the government
department, Zou, Tian and the Other Shareholders of the Company shall promptly
apply for change of shareholders and new business license from the Commerce
Department.


 


15.    Notices


Any notice, demand or request required or permitted to be given by the
Seller, the Purchaser or the Company pursuant to the terms of this Agreement
shall be in writing and shall be deemed given when delivered personally or, if
sent by mail, at the earlier of its receipt.


 


Any changes of the notify address, tel. no., fax. No. and contact
person as set forth in the Agreement, the party shall inform the other parties
in writing 15 days before the validity of new contact information.


 

















 


IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date first above written.


 


 


	
  /s/ Zou, Jingchen

  	
   

  
	
  Zou, Jingchen

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Ms. Tian Jinmei

  	
   

  
	
  Ms. Tian Jinmei

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Mr, Li Yin

  	
   

  
	
  Mr, Li Yin

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Ms.Wu Fengzheng

  	
   

  
	
  Ms.Wu Fengzheng