Attached files
Exhibit
10.4
AGREEMENT
FOR ASSET TRANSFER
THIS
AGREEMENT is made between the Transferor, Yuan Qisheng (hereinafter referred to
as “Party A”) and the Transferee, Jiangsu Dambon Mechanical
& Electrical Co., Ltd. (hereinafter referred to as “Party
B”)
WHEREAS:
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1.
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To
revitalize assets and adjust industrial structure, Party B decides to
transfer its assets, liabilities and future businesses with respect to
Mahjong machine manufacturing.
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2.
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Party
B agrees to take over the abovementioned assets, liabilities and future
businesses under the terms and conditions
hereof.
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NOW THEREFORE, to further
specify the rights and obligations of both Parties and through sufficient
consultation, both Parties have reached the following agreement with respect to
the details of the transfer:
ARTICLE
1 SCOPE OF OBJECTS
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1.
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Assets
to be transferred by Party A to Party B shall be the assets, liabilities
and future businesses identified by both Parties, including houses and
buildings, equipment, current accounts, and so forth. The specific scope
thereof shall be as stipulated in the itemized list of
objects.
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ARTICLE
2 CONSIDERATION
It is
agreed by both Parties that the total price for the objects to be transferred
from Party A to Party B shall be determined on the basis of the price negotiated
by both Parties, namely RMB 29,516,880.54 (tax included).
For fixed
assets such as houses, buildings and equipment, the base price shall be the
price quoted by Party A for the time being. It is agreed by both Parties to
employ an evaluation institution with relevant qualification to evaluate the
assets and issue an evaluation report prior to September 31, 2009. If the
absolute value of difference between the evaluated price and the base price is
more than 10%, the consideration for the transfer of assets shall be separately
negotiated and agreed by both Parties.
ARTICLE
3 DATE OF TRANSACTION OF TRANSFER
It is
agreed by both Parties that the transaction date for the transfer of objects by
Party A to Party B shall be July 1, 2009.
ARTICLE
4 METHOD AND TERM OF PAYMENT
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1.
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Party
B shall, prior to December 31, 2011, pay in currency fund the
consideration listed in Article 2 in
installment.
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1
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2.
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Party
B is not obligated to pay the interests relating to the payment, nor shall
it be obligated to provide any surety such as security and
mortgage.
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ARTICLE
5 DELIVERY OF TRANSFERRED ASSETS
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1.
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Party
A shall, within ten (10) days as of the date when this Agreement become
effective, deliver the objects to be transferred hereunder. Both Parties
shall go through relevant formalities for the
takeover.
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2.
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Both
Parties shall jointly coordinate with Party A’s creditors and debtors and
transfer the debts and credits stipulated in the list of objects under
Party B’s name.
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ARTICLE
6 UNDERTAKINGS AND WARRANTS
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1.
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Contents
of both Parties’ statements and preface shall be true, accurate and
non-misleading;
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2.
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Till
the date of this Agreement, there is not any mortgage, pledge, lien,
guarantee and any other third party right on Party A’s assets to be
transferred hereunder; any contingent liability relating to the objects to
be transferred hereunder after the date of this Agreement shall be assumed
by Party A.
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3.
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From
the date when the assets under Article 4 hereof are delivered, titles and
risks of the objects transferred hereunder shall be transferred to Party
B.
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4.
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When
necessary, both Parties shall conclude all documents and take all measures
to make the assets transfer under this Agreement effective in the sense of
law.
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5.
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Party
A shall not engage in any business related to or competitive to Party A’s
current business.
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ARTICLE
7 REGISTRATION FOR OWNERSHIP TRANSFER
Party B
shall be responsible for going through procedures for the registration for
transfer of ownership of the transferred assets and Party A shall provide
necessary assistance and issue relevant formalities.
ARTICLE
8 TAXES AND DUTIES
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1.
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Party
A shall pay all the unpaid taxes and duties incurred prior to the date of
transaction of transfer.
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2.
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Relevant
taxes and duties resulting from the transfer, including ownership transfer
registration fees, deed tax and stamp duty shall be assumed by both
Parties in accordance with pertinent
laws.
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ARTICLE
9 LIABILITY FOR BREACH OF CONTRACT
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1.
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In
case that Party A fails to deliver the assets to Party B within the time
stipulated in this Agreement, Party A shall pay Party B liquidated damages
equivalent to 0.05% of the value of the undelivered assets for each day
overdue. If it is more than three (3) month overdue, Party B shall be
entitled to discharge this Agreement and Party A shall return to Party B
the transfer price already paid by Party
B;
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2
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2.
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In
case that Party B fails to make payment within the time stipulated in
Article 4 hereof, Party B shall pay Party A liquidated damages equivalent
to 0.05% of the overdue amount for each day overdue. If it is more than
three (3) month overdue, Party A shall be entitled to discharge this
Agreement.
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3.
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In
case of any loss suffered by one Party due to the other Party’s breach of
contract, the defaulting Party shall indemnify the other
Party.
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ARTICLE
10 EFFECTUATION OF THE AGREEMENT
This
Agreement shall become effective upon the signatures and seals of duly
authorized representatives of both Parties.
ARTICLE
11 MODIFICATION OF THE AGREEMENT
In case
of modification to any provision of the Agreement or separate conclusion of
supplementary contract, relevant rules shall be observed by both
Parties.
ARTICLE
12 MISCELLANEOUS
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1.
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Upon
the transfer of assets, Party B shall make proper arrangement for the
workers and staff previously employed by Party
A.
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2.
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Anything
uncovered in this Agreement shall be solved through consultation by both
Parties. If there is no agreement reached through consultation, either
Party may bring a lawsuit to the competent
court.
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3.
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This
Agreement is in duplicate, with each Party holding one (1)
copy.
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4.
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The
annex hereto shall be an integral part of this Agreement and shall have
the same legal effect as the original copy of this
Agreement.
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Annex: Itemized List of
Objects to be Transferred
Party
A:
Authorized
Representative:
Party
B:
Authorized
Representative:
Date:
June 10, 2009
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