f8k032910ex10i_exp4.htm


     

    EXHIBIT 10.1

     

    Equity
Interests Transfer Agreement

    


    


    


    


    Transferors

    


    XU
Dengfu, PAN Luping,

    PAN
Mude, ZHANG Genkai,

    LI
Xianyue, YANG Min

    and
XU Jianying

    


    


    Transferee

     Beijing
Huaxin Tianying Livestock Technology Co., Ltd

    


    


    


    November
3rd,
2008

    


    



    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    This Equity Interests Transfer
Agreement (hereinafter referred to as “this Agreement”) is made and
entered into on November 3rd,
2008 at Yujiang County, Yingtan City, China,

    


    by
and between:

    


    Transferors:

    


    XU
Dengfu

    ID:
360622195305137717

    Domicile:
27 Jiemiansushe, Liu Jia Zhan Ken Zhi Chang Jian She Xi Lu

            Yujiang
County

            Yingtan
City

            Jiangxi
Province

    


    PAN
Luping

    ID:
360622196509170038

    Domicile:
63 Zhan Qian Bei Lu Dong Xiang

    Yujiang
County

    Yingtan
City

    Jiangxi
Province

    


    PAN
Mude

    ID:
350622660106321

    Domicile:
145 Yuan Tou Zu,

    Shidu
Viliage

    Zhongtong
Town

    Yujiang
County

    Yingtan
City

    Jiangxi
Province

    


    ZHANG
Genkai

    ID:
360622550119003

    Domicile:
165 Chezhan Jie

    Dengfu
Town

    Yujiang
County

    Jiangxi
Province

    


    LI
Xianyue

    ID:
360622195709237714

    Domicile:
42 Miao Mu Dui

    Liu Jia
Zhan Ken Zhi Chang Er Fen Chang

    Yujiang
County

    Yingtan
City

    Jiangxi
Province

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    YANG
Min

    ID:
360602198206040512

    Domicile:
75 Sheng Li Dong Lu

            Yue
Hu District

            Yingtan
City

            Jiangxi
Province

    


    XU
Jiangyi

    ID:
360622198111183268

    Domicile:
007 Xu Jia

            Yatang
Viliage

            Zhongtong
Town

            Yingtan
City

            Jiangxi
Province

    


    Transferee:

    


    Beijing
Huaxin Tianying Livestock Technology Co., Ltd

    Domicile:
Rm.229, Bldg25

            15
E.Anningzhuang Rd

            Haidian
District, Qinghe

            Beijing

    


    Basing on
friendly negotiations, the parties agree as follows:

    


    Article
1 Theme Issue of the Agreement

    


    
      	
              (a)  

            	
              XU
      Dengfu, PAN Luping, PAN Mude, ZHANG Genkai, LI Xianyue, YANG Min, XU
      Jiangying (collectively as “Transferors”)  respectively
      hold 26%, 16%, 14%,12%, 12%, 10%, and 10% equity interests(hereinafter
      referred to as the “Transferring Equity
      Interests”) of Jiangxi Yingtan Huaxin Livestock Co., Ltd(hereinafter
      referred to as “Yingtan
      Huaxin”).

            


    

    


    
      	
              (b)  

            	
              Transferors
      desire to transfer to Transferee and Transferee desires to purchase from
      Transferors, the Transferring Equity
Interests.

            


    

    


    Article
2 Price of Equity Interests Transferred

    


    
      	
              (a)  

            	
              Transferor
      XU Dengfu shall transfer to Transferee 26% equity interests he owns in
      Yingtan Huaxin and the transfer price shall be RMB30,000, Transferee shall
      pay up such price in half year after the execution of this
      Agreement.

            


    

    


    
      	
              (b)  

            	
              Transferor
      PAN Luping shall transfer to Transferee 16% equity interests he owns in
      Yingtan Huaxin and the transfer price shall be RMB19,200, Transferee shall
      pay up such price in half year after the execution of this
      Agreement.

            


    

     

    
      
         


      

      
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              (c)  

            	
              Transferor
      PAN Mude shall transfer to Transferee 14% equity interests he owns in
      Yingtan Huaxin and the transfer price shall be RMB16,800, Transferee shall
      pay up such price in half year after the execution of this
      Agreement.

            


    

    


    
      	
              (d)  

            	
              Transferor
      ZHANG Genkai shall transfer to Transferee 12% equity interests he owns in
      Yingtan Huaxin and the price shall be RMB14,400, Transferee shall pay up
      such price in half year after the execution of this
    Agreement.

            


    

    


    
      	
              (e)  

            	
              Transferor
      LI Xianyue shall transfer to Transferee 12% equity interests he owns in
      Yingtan Huaxin and the transfer price shall be RMB14,400, Transferee shall
      pay up such price in half year after the execution of this
      Agreement.

            


    

    


    
      	
              (f)  

            	
              Transferor
      YANG Min shall transfer to Transferee 10% equity interests he owns in
      Yingtan Huaxin and the transfer price shall be RMB12,000, Transferee shall
      pay up such price in half year after the execution of this
      Agreement.

            


    

    


    
      	
              (g)  

            	
              Transferor
      XU Jiangying shall transfer to Transferee 10% equity interests she owns in
      Yingtan Huaxin and the transfer price shall be RMB12,000, Transferee shall
      pay up the price in half year after the execution of this
      Agreement.

            


    

    


    Article
3 Promise of Transferee

    


    Transferee
promises that all of the above transfer prices shall be fully paid to each and
every transferor at the time set forth in this Agreement. Upon the completion of
the transfer, Transferee shall hold 99% equity interests of Yingtan Huaxin,Xu Dengfu shall
hold 1% equity interests of Yingtan Huaxin. Transferee shall strictly perform
its duties in accordance with the amended Articles of Association of Yingtan
Huaxin and bear relevant obligations.

    


    Article
4 Declaration and Guarantees of Transferors

    


    Transferors
declared and guaranteed that:

    


    
      	
              (a)  

            	
              Transferors
      lawfully held the equity interests of Yingtan Huaxin;

            


    

    


    
      	
              (b)  

            	
              Transferors
      are entitled to and have exclusive rights to dispose the Transferring
      Equity Interests. There is no mortgage, pledge and warranty, or any other
      restriction arose from any rights of a third party, on the Transferring
      Equity Interests.

            


    

    


    
      	
              (c)  

            	
              Transferors
      have obtained all authorities and approvals to execute this
      Agreement.

            


    

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    
      	
              (d)  

            	
              Transferors
      shall not transfer any intellectual property, asset and any other property
      or rights after the execution of this Agreement. Transferors guarantee
      that all assets are lawfully owned by Yingtan Huaxin, and all
      certifications are true, legal and
effective.

            


    

    


    
      	
              (e)  

            	
              Transferors
      guarantee that they shall not enter into any contract that will create any
      obligations Yingtan Huaxin with any third party after the execution of
      this Agreement.

            


    

    


    Article
5 Breach of Agreement

    


    
      	
              (a)  

            	
              Breach
      of any terms, conditions, guarantees or promises set forth in this
      Agreement by any party will be deemed as a default to this Agreement; the
      breaching party shall be liable to pay a penalty to the other
      party.

            


    

    


    
      	
              (b)  

            	
              After
      the execution of this Agreement, unless otherwise provided, any party may
      not terminate this Agreement or delay performing its obligations under
      this Agreement without the prior written consents of other
      party.

            


    

    


    Article
6 Governing Law and Dispute Resolution

    


    This
agreement shall be governed and construed by the PRC laws. Any dispute arising
out of or in connection with this Agreement shall be first settled by the
Parties through friendly negotiations. Should the parties fail to negotiate, any
Party may submit the dispute to China International Economic and Trade
Arbitration Commission for arbitration. Such Arbitration shall be held in
Beijing and shall be undertaken in Chinese. The award of the arbitration shall
be final and binding upon all parties.

    


    Article
7 Miscellaneous

    


    
      	
              1)  

            	
              Any
      instruction, illustration, requirement, declaration, or notification in
      connection with this Agreement among parties shall be sent to the address
      of each party listed in the beginning of this Agreement or other address
      informed by other parties in writing and such documents shall become
      effective upon the receipt of the
parties.

            


    

    


    
      	
              2)  

            	
              This
      Agreement constitutes the integrated agreement among the parties with
      respect to the theme issue of this Agreement and shall replace all
      previous negotiations and communications among
  parties.

            


    

    


    
      	
              3)  

            	
              Transferors
      and Transferee shall respectively bear their own expenditures, costs, and
      fees.

            


    

    


    
      	
              4)  

            	
              This
      Agreement may only be revised or amended in writing, and such revision or
      amendment shall be expressly referred to this Agreement and jointly
      executed by the representatives duly authorized by each
    party.

            


    

     

    
      
         


      

      
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              5)  

            	
              If
      any provision hereto is claimed to be invalid or unenforceable, the
      parties hereto shall make reasonable effort to replace them by effective
      and enforceable provision that comes as close as possible to the original
      legal and economic purpose and intent of the invalid or unenforceable
      provision.

            


    

    


    
      	
              6)  

            	
              This
      Agreement is made in a set of nine originals in Chinese. Each Party shall
      keep one original, and one original shall be filed with the Administration
      of Industry and Commerce.

            


    

    


    


    [LEAVE
BLANK INTENTIONALLY]

    


    
      
         


      

      
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     [EXECUTION
PAGE, NO TEXT HEREINAFTER]

    


    Transferors:

    


    XU
Dengfu

    


    
      ___________________________

    

    Signature:

    


    PAN
Luping

    


    
      ___________________________

    

    Signature:

    


    PAN
Mude

    


    
      ___________________________

    

    Signature:

    


    ZHANG
Genkai

    


    
      ___________________________

    

    Signature:

    


    LI
Xianyue

    


    


    
      ___________________________

    

    Signature:

    


    YANG
Min

    


    


    
      ___________________________

    

    Signature:

    


    XU
Jianying

    


    


    
      ___________________________

    

    Signature:

     

     

    
 

    
      
         


      

      
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    Transferee:

    


    Beijing
Huaxin Tianying Livestock Technology Co., Ltd

    


    


    


    
      ___________________________

    

    Signature:

    


    Date:

    
 

     

     

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