Attached files

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EX-10.5 - EXHIBIT 10.5 - Organic Agricultural Co Ltds112005_ex10-5.htm
EX-23.1 - EXHIBIT 23.1 - Organic Agricultural Co Ltds112005_ex23-1.htm
EX-21.1 - EXHIBIT 21.1 - Organic Agricultural Co Ltds112005_ex21-1.htm
EX-10.7 - EXHIBIT 10.7 - Organic Agricultural Co Ltds112005_ex10-7.htm
EX-10.6 - EXHIBIT 10.6 - Organic Agricultural Co Ltds112005_ex10-6.htm
EX-10.4 - EXHIBIT 10.4 - Organic Agricultural Co Ltds112005_ex10-4.htm
EX-10.3 - EXHIBIT 10.3 - Organic Agricultural Co Ltds112005_ex10-3.htm
EX-10.2 - EXHIBIT 10.2 - Organic Agricultural Co Ltds112005_ex10-2.htm
EX-5.1 - EXHIBIT 5.1 - Organic Agricultural Co Ltds112005_ex5-1.htm
EX-3.2 - EXHIBIT 3.2 - Organic Agricultural Co Ltds112005_ex3-2.htm
EX-3.1 - EXHIBIT 3.1 - Organic Agricultural Co Ltds112005_ex3-1.htm
S-1 - S-1 - Organic Agricultural Co Ltds112005_s1.htm

 

Exhibit 10.1 

 

Equity Transfer Agreement of Baoqing County Lvxin Paddy Rice

 

Plant Specialized Cooperative

 

Whereas: 

Before signing this equity transfer agreement, Party A has performed its obligation to give written notification to other shareholders of the transfer pursuant to the Company Law of the People’s Republic of China, and other laws and regulations, and bylaws of the Company (hereinafter referred to as this company), and the transfer conforms to the conditions for transferring equity to person other than the shareholders. Now, pursuant to the Company Law of the People’s Republic of China, and other laws and regulations, and bylaws of the Company, by the principle of fairness, mutual benefit and good faith, the parties enter into this equity transfer agreement through friendly negotiation for mutual compliance.

 

Party A (Transferor): All members of Baoqing County Lvxin Paddy Rice Plant Specialized Cooperative (Details see the Annex)

Residence: Harbin City, Heilongjiang Province 

Party B (Transferee): Hao Shuping

Residence: Harbin City, Heilongjiang Province

 

Article 1 Transfer of equity 

1. Party A transfers 51% of the equity of the Company in its possession to Party B;

2. Party B agrees to accept the aforesaid transferred equity;

3.The price determined by the parties for the transfer is RMB 3,044,379, including RMB2,029,586 paid in cash and 152,736 shares (1 USD/share, exchange rate: 6.6441) of Party B’s shareholding company listed overseas (this company is the ultimate controlling shareholder of Party A) which is equivalent to RMB1,014,793;

4. Party A guarantees that it has complete and effective right to dispose of the equity to be transferred to Party B and that such equity is not pledged and free from claim of any third person, and doesn’t involve in any dispute and lawsuit. Otherwise, Party A shall bear all economic and legal liabilities incurred by that.

5. Party A has contributed 0 Yuan for the equity transferred to Party B, and left 6.25 million Yuan unpaid. After the transfer, the parties shall perform the obligation for the contribution of the unpaid part according to the proportion of shares held by them.

6. After completion of this transfer, Party B shall become the shareholder of this company, enjoy corresponding shareholder’s rights and undertake obligations; Party A shall no long enjoy the shareholder’s rights and undertake obligations of corresponding given-up shares. Party A shall continue to perform the bounden duties and obligations as members of the cooperative, obey the management of the cooperative according to its bylaws and management measures. The cooperative shall be responsible for coordinating the members to hand in the income, report the cost and expenses according to the cooperative’s management measures, and supervising the members to keep detailed accounts and timely submit relevant documents to the cooperative.

After this Agreement takes effect, Party B shall share the profit and bear corresponding risks and losses (including the claims and debts of such shares before the transfer) according to the proportion of the shares received.

 

 

 

 

If Party B suffers any loss after being a shareholder of this Company because when signing this Agreement, Party A doesn’t tell Party B the truth about debt borne by the Company before the transfer, Party B has right to claim for compensation from Party A.

7.       Since the alteration procedure can only be handled after the end of the fiscal year, in order to avoid adverse influence to the Company’s operation due to too long waiting period, the parties agree that, this Agreement will come into effect on the day of signing. Upon the Agreement takes effect, Party B may exercise the rights of the shares and bear corresponding obligations, and formally get all the major powers as a controlling shareholder to decide the company’s operation and development, such as the decision-making power, the power of personnel appointment and removal, etc.

8. When the alteration procedure can be handled, Party A shall give necessary help and cooperate with the Company and Party B when they handle relevant approval, change of registration and other legal procedures.

 

Article 2 Payment for the transfer

The cash consideration shall be paid by Party B to Party A in cash or through bank transfer within 5 years as of the day the equity transfer is accomplished; as to the part to be paid by stock, the stock described in Clause 3 of Article 1 herein shall be transferred within 5 years as of the day the equity transfer is accomplished.

For the convenience of settlement, payment of consideration stocks involved in this Agreement shall be made to the previous representative of the shareholders, Lou Zhengui, and settled between Lou Zhengui and the equity transferor (including Lou Zhengui as the transferor).

 

Article 3 Liability for breach of contract

1.       After formal signing of this Agreement, either party who doesn’t perform all or part of the provisions of this Agreement shall be deemed as breach of contract. The default party shall compensate for losses caused to the observant party for the nonperformance.

2.       When either party has any breach of contract, the observant party shall be entitled to require the default party to continue to perform the agreement.

 

Article 4 Applicable laws and settlement of disputes

1.       The laws of the People’s Republic of China are applicable to this Agreement.

2.       Any dispute arising from performance of this Agreement shall be settled by the parties through friendly negotiation. If no agreement can be reached, a lawsuit can be filed to the local people’s court.

 

Article 5 Alteration or termination of this Agreement

If one of the following circumstances occurs, this Agreement can be altered or terminated. The alteration or termination signed by the parties shall be reported to the previous registration authority and take effect after gaining approval:

1.       Event of force majeure result in that this Agreement cannot be performed;

2.       The situation has changed and the parties agree with that after negotiation.

 

 

 

 

Article 6 Bearing of relevant fees

During the transfer, fees incurred relating to it (such as fees for industrial and commercial registration of changes) shall be borne by Party B.

 

Article 7 Entry-into-force of this Agreement and others

1. This Agreement shall come into force after being signed and sealed by both parties.

2. After the Agreement is signed by the parties, the parties shall, within the time limit specified by laws, timely handle the procedures for industrial and commercial registration of changes with the industry and commerce administration authorities.

3. This agreement is made in quadruplicate, with each party holding one piece, one piece filed by the company and one piece submitted to relevant departments.

 

Party A (Signature or seal): Party B (Signature or seal):
   
 
   
(Seal: Baoqing County Lvxin Paddy Rice Plant Specialized Cooperative)  
   
Date of signing: March 31, 2017 Date of signing: March 31, 2017

   

 

 

 

Annex: Name list of members of the cooperative and details of the equity transfer

Name Amount of contribution before the transfer (RMB) Proportion of shareholding before the transfer Contribution for the transfer (51%) Cash consideration

Consideration stocks (shares)

 

Consideration of the stocks (converted to RMB) Total consideration (RMB) Amount of contribution after the transfer (RMB) Shareholding proportion after the transfer
Lou Zhengui 479,080 7.66% 244,331 155,373 11,709 77,785 233,358 234,749 3.75%
Ma Yanlong 583,170 9.33% 297,417 189,375 14,251 94,688 284,063 285,753 4.56%
Lou Yuquan 660,220 10.56% 336,712 214,396 16,134 107,199 321,595 323,508 5.17%
Li Changfu 262,876 4.21% 134,067 85,365 6,424 42,.682 128,047 128,809 2.06%
Wang Yifu 409,396 6.55% 208,792 132,945 10,035 66,471 199,416 200,604 3.21%
Wang Honggang 396,123 6.34% 202,023 128,635 9,680 64,318 192,953 194,100 3.11%
Wang Jiafa 549,161 8.79% 280,072 178,331 13,420 89,167 267,498 269,089 4.31%
Guo Chunpeng 261,216 4.18% 133,220 84,826 6,384 42,413 127,239 127,996 2.05%
Xu Guangcheng 330,533 5.29% 158,572 107,335 8,077 53,668 161,003 161,961 2.59%
Wang Qingliang 668,133 10.69% 340,748 216,965 16,328 108,482 325,447 327,385 5.24%
Xing Baoyu 416,937 6.67% 212,638 135,394 10.189 67,897 203,091 204,299 3.27%
Hao Jinyu 372,463 5.96% 189,956 120,951 9,102 60,475 181,426 182,507 2.92%
Ma Lanlin 275,106 4.40% 140,304 89,336 6,723 44,668 134,004 134,802 2.16%
Xing Baogang 241,759 3.87% 123,297 78,507 5,908 39,253 117,760 118,462 1.90%
Li Naike 343,827 5.50% 175,352 111,652 8,402 55,827 167,479 168,475 2.70%
Hao Shuping              

3,187,501

(Negotiated price:3,044,379)

51.00%
Total 6,250,000 100.00% 3,187,501 2,029,588 152,736 1,014,793 3,044,379 6,250,000 100.00%

  

Note: Except the unit of consideration stocks of the transfer is share, the units of other data are all RMB: Yuan. Price of each consideration share is USD1. The exchange rate shall be 6.6441.