Attached files
Exhibit 10.1
STEVIA ASIA LIMITED
AND
TECHNEW TECHNOLOGY LIMITED AND MR. ZHANG JI
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COOPERATIVE AGREEMENT
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JULY 5TH, 2012
THIS AGREEMENT is made and becomes effective on the 5th day of July, 2012
("Effective Date")
BETWEEN: -
(1) STEVIA ASIA LIMITED, a corporation duly organized and existing under the
laws of Hong Kong, with its registered office at 19/F Kam Chung Comm Bldg
19-21, Hennessy Road, Hong Kon, (hereinafter referred to as "Stevia Asia);
AND
(2) TECHNEW TECHNOLOGY LIMITED., a corporation duly organized and existing
under the laws of Hong Kong, with its registered office is at Flat 1721,
17/F, Hollywood Plaza, 610 Nathan Road, Mongkok, Kowloon, Hong Kong,
(hereinafter referred to as "Technew Tech"); and
(3) ZHANG JI, a Chinese citizen, holder of Identity Card No. [ --- ],
(hereinafter referred to as "Zhang Ji" or collectively with Technew Tech
referred to as "Partners");
Stevia Asia and Partners hereinafter jointly referred to as "Parties", and
severally and indistinctly referred to as "Party");
WHEREAS:
A. Stevia Asia is a subsidiary of Stevia Corp. which is a publicly traded
corporation (OTCBB: STEV) organized under the laws of the State of Nevada
of the United States. Stevia Corp. is an agri-technology company focused on
the economic development of crops including stevia and best practice
agriculture and processing practices in order to deliver high value crops
and crop derivatives through proprietary plant breading, excellent
agricultural inputs, innovative systems and methodologies, post-harvest
techniques and processes;
B. Partners and their subsidiaries, including but not limited to, Guangzhou
Health China Technology Development Company Limited (name in Chinese: )
("Deli GZ") engage in the R&D of agriculture technology and biotechnology
and have successfully commercialized several technologies applicable to
agriculture and aquaculture; and
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C. Stevia Asia and Partners desire to establish cooperative project to invest
into Partners' subsidiaries and/or co-invest in new entities to seek
investment returns.
NOW, THEREFORE, in consideration of the foregoing and of the mutual promises
hereinafter set forth, the Parties agree as follows:
1. PROJECT BACKGROUND
1.1 Technew Tech & Deli GZ
Technew Tech is an associated company of Deli GZ and has interests and
shares in entities with a variety of other partners. Deli GZ is currently
managing US$ 20 million worth of assets with annual revenue of US$ 10
million in the past year. The EBITDA of Deli GZ is approximately US$ 3
million. Such Deli GZ's financial information is provided by Partners and
subject to due diligence investigation and audit.
1.2 Stevia Asia
Stevia Asia, with funding from Stevia Corp., is intent to co-invest with
Partners and explore business opportunities with Deli GZ in various
agricultural fields.
1.3 This Agreement sets out the terms and conditions with relation to the
cooperation between the Parties and such terms and conditions may be
adjusted by written consent from the Parties from time to time.
2. ESTABLISHMENT OF A JOINT VENTURE ENTITY
2.1 The Parties hereby agree to establish a joint venture entity in Hong Kong
SAR for the purpose of this Agreement and subsequently execute relevant
Shareholders' Agreement and the Memorandum and Articles of Association of
the entity. The Parties shall provide all information and documents
reasonably requested by the company registration authority in a timely
manner from time to time that are required to obtain the necessary
approvals, licenses, and consents. Stevia Asia may, at its discretion,
designate other affiliated entity to perform the duty herein and
subsequently own the shares in the new entity as described below
accordingly.
2.2 The Parties agree that the company name of the new entity is Stevia Technew
Limited ("Stevia Technew"). Stevia Asia will legally and beneficially own
70% shares (representing 70% of the issued shares) and Technew Tech will
legally and beneficially own 30% shares (representing 30% of the of the
issued shares) of Stevia Technew.
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2.3 The Parties further agree that contribution shall be made to Stevia Technew
as per the following conditions and arrangement:
(a) The Partners shall be responsible to manage Deli GZ in a professional
and diligent manner and reach financial returns and goals as set forth
below;
(b) The Partners promise and agree to take responsibilities to manage and
operate Stevia Technew, under Stevia Asia's supervision and the rules
of Article of Association of the company, to achieve an audited (if
applicable) financial earning of USD One Million (USD 1,000,000)
before interest, taxes, depreciation, and amortization ("EBITDA") by
June 30, 2013 or another date agreed by the Parties in writing.
(c) Subject to the conditions in (b), Stevia Asia agrees to contribute USD
Two Hundred Thousand (USD 200,000) per month from the date on which
Technew Tech has become a duly registered shareholder of Stevia
Technew and commenced business operation of the entity. The total
contribution from Stevia Asia to Stevia Technew is up to USD Two
Million (USD 2,000,000), the total contribution is subject to Stevia
Tech's performance and Stevia Asia's financial capabilities.
(d) Following the receipt of contribution, Stevia Technew shall manage and
use the fund solely for the purpose of this Agreement and accomplish
the financial goals set in (b). No funds shall be used for other
purposes unless agreed by Stevia Asia with written consent.
2.4 In any case that the financial goals set in Section 2.3(b) are not
accomplished, Stevia Asia has the absolute right to dissolve Stevia Technew
and Partners shall promptly provide all necessary assistance, documents,
consents, and whatsoever required by laws and regulations to complete such
dissolution.
2.5 Under the condition that Stevia Asia made all cash contribution to Stevia
Technew, if assets of Stevia Technew are distributed to shareholders after
dissolution, Technew Tech hereby agrees to abandon its right (if any) to
such assets and assure Stevia Asia shall be entitled, without any
obligation, to the assets in accordance with the relevant laws and
regulations.
3. NON-COMPETE
Partners warrant and undertake that, during the period any of Partners or
its affiliates is valid shareholder of Stevia Technew,
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(1) with the exception of its current business activities and registered
entities, Zhang Ji , Deli GZ and its associated parties will not
either on own account or in conjunction with or on behalf of any
person, firm or company, carry on or be engaged, or interested
directly or indirectly whether as shareholder, director, employee,
partner, agent or otherwise in carrying on any business which has
conflict with that carry on by Stevia Technew; and
(2) Partners will not either on own account or in conjunction with or on
behalf of any other person, firm or company solicit or entice away or
attempt to solicit or entice away from Stevia Technew or its
affiliates any person, firm, company or organisation who is or was a
customer, client, identified prospective customer or client,
representative, agent or correspondent of the Stevia Corp., Stevia
Asia., and Stevia Technew.
4. SUPPORT OF PARTIES
Partners and their affiliates agree and promise to fully support the
operation of Stevia Technew and will coordinate with various suppliers and
traders to diligently satisfy the requests raised by Stevia Technew. In
particular, Partners assure that Deli GZ will assist Stevia Technew in
obtaining the supply and sourcing in China as well as the subsequent in any
trading and exportation.
Stevia Asia agrees and promises to fully support the operation of Stevia
Technew and will seek international business opportunities and resources
for the operation of the company. In addition, as per the terms specified
in this Agreement, Stevia Asia promises to provide contribution to Stevia
Technew accordingly.
5. CONFIDENTIALITY
The Parties undertake on behalf of themselves and their employees, agents
and permitted subcontractors that they will keep confidential and will not
use for their own purposes (other than fulfilling their obligations under
this Agreement) nor without the prior written consent of the other disclose
to any third party any information of a confidential nature relating to the
other (including, without limitation, any trade secrets, confidential or
proprietary technical information, trading and financial details and any
other information of commercial value) which may become known to the other
under or in connection with this Agreement. This section shall not apply to
any such information which any party can show is public knowledge or was
already known to it at the time of disclosure or subsequently becomes
public knowledge other than by breach of this Agreement or subsequently
comes lawfully into its possession from a third party who was not
restricted from disclosing it. The Parties shall return to the other all
confidential information of the other in written or tangible form or any
other media on the termination of this Agreement. The terms of this section
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shall survive the expiry or termination of this Agreement and shall
continue for two years from the date of expiration or termination.
6. NOTICES
Each notice, demand or other communication given or made under this
Agreement shall be in writing and delivered or sent to the relevant party
at its address or email address set out below (or such other address or
email address as the addressee has by five (5) days' prior written notice
specified to the other parties):
To Stevia Asia:
Name: Stevia Asia Limited
Address: 19/F Kam Chung Comm Bldg. 19-21, Hennessy Road, Hong Kong
Attention: The Director
To Technew Technology Limited:
Name: Technew Technology Limited
Address: Flat 1721, 17/F, Hollywood Plaza, 610 Nathan Road, Mongkok,
Kowloon, Hong Kong
Attention: Directors
To Zhang Ji:
Address: Flat 1721, 17/F, Hollywood Plaza, 610 Nathan Road, Mongkok,
Kowloon, Hong Kong
Attention: Mr. Zhang Ji
Any notice, demand or other communication so addressed to the relevant
party shall be deemed to have been delivered (a) if given or made by
letter, when actually delivered to the relevant address; (b) if given or
made by email, when 24 hours after dispatch.
7. MUTUAL REPRESENTATIONS AND WARRANTIES
Each Party hereby represents and warrants to other Parties that, as of the
date of the signing date of this Agreement:
(1) such Party is duly organized, validly existing and in good standing
under the laws of the place of its establishment or incorporation;
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(2) such Party has carried out all procedures and obtained all approvals
required under the laws and regulations to which it is subject, and
has the power under such laws and regulations, to enter into this
Agreement and to perform all of its obligations hereunder;
(3) such Party has taken all internal actions necessary to authorize it to
enter into and perform this Agreement and its representative whose
signature is affixed hereto is fully authorized to sign this Agreement
and to bind such Party thereby;
(4) upon the signing date of the Agreement, this Agreement shall be
legally binding on such Party;
(5) neither the signature of this Agreement nor the performance of its
obligations hereunder will conflict with or constitute a default under
(a) any provision of the Articles of Association of such Party, (b)
any applicable law or regulation, (c) any authorization or approval of
any government agency or body, or (d) any contract or agreement, to
which such Party is a party or subject;
(6) no lawsuit, arbitration, other legal or administrative proceeding, or
governmental investigation is pending against such Party, or to the
best of such Party's knowledge is threatened by any Third Party, that
would affect in any way its ability to enter into or perform this
Agreement; and
(7) none of the information provided by such Party to other Parties
contains any material misstatements or omissions which, at the time
disclosed, would make the statements included therein false or
misleading in any material respect.
8. INDEMNIFICATION
Each Party acknowledges and agrees to indemnify other innocent Parties
against all losses, expenses and liabilities arising from a breach of any
of its representations, warranties and undertakings set forth herein.
9. TERMINATION
9.1 The Agreement terminates automatically when Stevia Asia or Technew Tech
ceases to be a valid shareholder of Stevia Technew.
9.2 Any Party may give notice in writing ("Termination Notice") to other
parties of its desire forthwith to terminate this Agreement if other party
is in material breach of its obligations hereunder and such breach, if
capable of remedy, has not been remedied at the expiry of 30 days following
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written notice served to the party by indicating the steps required to be
taken to remedy the failure.
10. MISCELLANEOUS PROVISIONS
10.1 This Agreement may be produced in Chinese language for reference purpose.
In the event of any conflict between the English and Chinese version, the
English version shall prevail.
10.2 No failure or delay by any Party in exercising any right, power or remedy
under this Agreement shall operate as a waiver thereof, nor shall any
single or partial exercise of the same preclude any further exercise
thereof or the exercise of any other right, power or remedy. Without
limiting the foregoing, no waiver by any party of any breach of any
provision hereof shall be deemed to be a waiver of any subsequent breach of
that or any other provision hereof.
THIS SPACE INTENTIONALLY LEFT BLANK
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IN WITNESS WHEREOF, the authorized representatives of the Parties have duly
executed this Agreement on July 5th, 2012
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