Unassociated Document


    

      Share
Purchase Agreement

       

      This
Share Purchase Agreement (this “Agreement”)
is made and entered into on February 12, 2009 in Beijing, the People’s Republic
of China (the “PRC”),
by and among:

      


      
        	
                A.

              	
                Yinlong
      Industrial Co. Ltd., a company established and existing under the
      laws of the PRC (“Seller”);

              


      

      Address:
No.143 of Ge Xin Street, Nan Gang District, Harbin, China, 150000

      Legal
Representative: Mr. Yu Chang

      


      
        	
                B.

              	
                Tailong
      Holding Company Limited, a company established and existing under
      the laws of Hong Kong (“Buyer”);
      Address: Room 3F No.11 Building, Zhonghong International Business Garden,
      Future Business Center, Chaoyang North Road, Chaoyang District, Beijing,
      China 100024

              


      

      Legal
Representative: Mr. Yu Chang

      


      
        
          	
                  C.

                	
                  Pacific
      Dragon Fertilizer Co. Ltd., a company established and existing
      under the laws of the PRC (the “Company”).

                


        

      

      Address:
No.20 Dalian Road, Pingfang Industrial Development Zone, Harbin, China,
150000

      Legal
Representative: Mr. Yu Chang

      


      Seller,
Buyer and the Company shall be referred to individually as a “Party” or
collectively as the “Parties”.

      


      Witnesseth

      


      Whereas,
the Company is duly organized and existing under the laws of the PRC with the
status of a legal person, (Business License No. H01679), with its registered
address at No. 20 Dalian Road, Pingfang Industrial Development Zone, Harbin,
China 150000.  The business scope of the Company is the manufacture
and sale of organic liquid compound fertilizers and related agricultural
products.

      


      Whereas,
Seller legally and beneficially holds 10% (ten percent) of the shares of stock
in the Company (the “Company
Shares”); and

       

      Whereas,
the Seller desires to sell the Company Shares to Buyer and Buyer desires to
purchase the Company Shares from Seller;

       

      Now,
Therefore, in consideration of the premises and agreements set forth
herein, and intending to be legally bound, the Parties hereby agree as
follows:


      
        
           


        

        
          1

          
            

          

        

        
           


        

      

       

      ARTICLE
1

      Sale
and Purchase of Equity.

       

      1.1       Subject
to the terms of this Agreement, Seller is legal and beneficial owner of the
Company Shares and shall transfer and sell said Company Shares to the
Buyer.  The Buyer shall acquire and purchase from the Seller the
Company Shares, together with all rights attaching to them free and clear of all
liens and all encumbrances.

       

      1.2       Upon
the completion of the registration proceeding and carrying out of the necessary
formalities contemplated pursuant to Section 2.1 and 2.2 below, the Buyer shall
pay to Seller $1,000,000.00 as consideration for the transfer hereby
contemplated.

       

      1.3       Should
it be deemed necessary, the Parties may negotiate for additional terms and
conditions in a supplemental agreement.

       

      ARTICLE
2

      Applications
for Approval and Registration

       

      2.1       In
order to effectuate the sale of said Company Shares, the Parties hereby agree
that the existing articles of association of the Company shall be amended to
reflect the change effected by the sale of shares in the ownership of the
Company.  Promptly after the execution of this Agreement, the Parties
shall use all reasonable endeavors to execute appropriate documents to
effectuate such changes.

       

      2.2       Seller
will assist the Company in filing and obtaining the approval for such transfer
from the original approval authority of the Company and to complete the
registration process with the original registration authority with the Buyer
registered as the sole shareholder of the Company, and shall provide any
assistance whenever necessary in such transfer.

       

      2.3       Following
the date hereof, each Party agrees to cooperate fully with the other Parties and
to execute such further instruments, documents and agreements and to give such
further written assurances, as may be reasonably requested by other Parties to
better evidence and reflect the transactions described herein and contemplated
hereby and to carry into effect the intents and purposes of this
Agreement.

       

      ARTICLE
3

      Fees
and Expenses

       

      Each
Party shall pay its own costs incurred in connection with the preparation and
negotiations of this Agreement, and shall pay all taxes payable by it in respect
of the execution of this Agreement.

      


      ARTICLE
4

      Confidentiality

       

      4.1       Each
Party shall maintain confidential the fact that the Parties have executed this
Agreement and the terms of this Agreement.

       

      4.2       The
obligations under this Article 4 shall survive the expiration or early
termination of this Agreement and shall remain in effect for a period of one (1)
year from the date of expiration or early termination.


      
        
           


        

        
          2

          
            

          

        

        
           


        

      

       

      ARTICLE
5

      General
Provisions

       

      5.1       Unless
the context requires otherwise, the following applies:  The plural of
any defined term will have a meaning correlative to such defined term, and words
denoting any gender will include all genders.  Where a word or phrase
is defined herein, each of its other grammatical forms will have a corresponding
meaning.  Expressions in the singular will include the plural and
vice
versa.

       

      5.2       This
Agreement is written in both English and Chinese.  Both versions are
hereby deemed equally authentic.

       

      5.3       This
Agreement will be governed and construed in accordance with the laws of the PRC without regard to any conflicts of
law principles.  Any and all disputes, controversies and conflicts
between the Parties hereto in connection with this
Agreement and the performance or non-performance of the obligations set forth
herein which cannot be resolved by good faith negotiation shall be submitted to the people’s court
located in the place of the Company.

       

      5.4       Unless
additional terms and conditions are deemed necessary and a supplemental
agreement is executed, this Agreement constitute the entire understanding of the
Parties with respect to the subject matter hereof.  If such
supplemental agreement were entered into, said agreement would solely supplement
and not supersede this Agreement.

       

      5.5       Any
provision of this Agreement may be amended or waived if, and only if, such
amendment or waiver is in writing and signed by each of the
Parties.

       

      (a)      No
failure or delay by any Party in exercising any right, power or privilege under
this Agreement will operate as a waiver of such right, power or privilege, nor
will any single or partial exercise of any right, power or privilege preclude
any other or further exercise of such right, power or privilege or the exercise
of any other right power or privilege.

       

      5.6       No
Party may assign any of its rights or delegate any of its duties under this
Agreement without first obtaining the written consent of all other
Parties.  Subject to the foregoing, this Agreement will be binding
upon and inure to the benefit of the Parties and its respective successors and
assigns, and no other Person will have any right, benefit or obligation under
this Agreement.

       

      5.7       In
the event that any provision of this Agreement, including any sentence, section
or part hereof, shall be deemed contrary to law or invalid or unenforceable in
any respect by a court of competent jurisdiction, the remaining provisions will
remain in force and effect to the extent that such provisions can still
reasonably be given effect in accordance with the intentions of the Parties, and
any invalid and unenforceable provisions will be deemed, without further action
on the part of Parties, modified, amended and limited solely to the extent
necessary to render the same valid and enforceable.


      
        
           


        

        
          3

          
            

          

        

        
           


        

      

       

      5.8       Each
Party acknowledges and agrees that the other Parties would be damaged
irreparably in the event any of the provisions of this Agreement are not
performed in accordance with its specific terms or otherwise are
breached.  Accordingly, each Party agrees that the other Parties will
be entitled to seek an injunction or
injunctions to prevent breaches of the provisions of this Agreement and to
enforce specifically this Agreement and the terms and provisions hereof in any
action instituted in any court of competent jurisdiction over the Parties and
the matter, in addition to any other remedy to which they may be
entitled.

       

      5.9       All
notices or communications given under this Agreement by the Parties will be in
writing and may be sent by facsimile, overnight or delivery, to the Parties at
the following addresses:

       

      
        
          
            
              	
                      To
      the Buyer:

                    	
                      Room
      3F, No.11 Building, Zhonghong 

                      International
      Business Garden, Future 

                      Business
      Center, Chaoyang North Road, 

                      Chaoyang
      District, Beijing, China 100024

                    
	 
      	 
      
	
                      To
      the Seller:

                    	
                      No
      143 of Ge Xin Street,

                      Nan
      Gang District,

                      Harbin,
      China 150000

                    
	 
      	 
      
	
                      To
      the Company:

                    	
                      No.20
      Dalian Road, Pingfang Industrial 

                      Development
      Zone, Harbin, China
150000

                    


            

          

        

      

      


      Such
notice or communication will be deemed to have been delivered on the date of
receipt by the recipient.  The above addresses and facsimile numbers
may be changed by the addressee by written notice to the other
Parties.

      


      5.10     This
Agreement shall become effective upon approval by the original approval
authority and shall be submitted to the original registration authority for the
change of registration.

       

      [Signatures
Appear on the Following Pages]


      
        
           


        

        
          4

          
            

          

        

        
           


        

      

      


      
        In
Witness Thereof, the Parties have executed and signed this Agreement as
of the date first above written.

      

      


      
        
          
            
              
                
                  	
                          Seller:

                        	
                          Yinlong
      Industrial Co. Ltd.

                        
	 
      	 
      	 
      
	 
      	
                          By:

                        	 
      
	 
      	
                          Name:

                        	 
      
	
                           
      

                        	
                          Title:

                        	 
      


                

              

            

          

        

      

      


      [Remainder
of Page Intentionally Left Blank]

       

      Signature
Page of Seller

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      
        In
Witness Thereof, the Parties have executed and signed this Agreement as
of the date first above written.

      

       

      
        
          
            
              
                	
                        Buyer:

                      	
                        Tailong
      Holding Company Limited

                      
	 
      	
                         
      

                      	 
      
	 
      	
                        By:

                      	 
      
	 
      	
                        Name:

                      	 
      
	 
      	
                        Title:

                      	 
      


              

            

          

        

      

      


      [Remainder
of Page Intentionally Left Blank]

       

      Signature
Page of Buyer

      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      In
Witness Thereof, the Parties have executed and signed this Agreement as
of the date first above written.

       

      
        
          
            
              
                	
                        Company:

                      	
                        Pacific
      Dragon Fertilizer Co. Ltd.

                      
	 
      	 
      	 
      
	 
      	
                        By:

                      	 
      
	 
      	
                        Name:

                      	 
      
	 
      	
                        Title:

                      	 
      


              

            

          

        

      

      


      [Remainder
of Page Intentionally Left Blank]

       

      Signature
Page of the Company