Exhibit Share Transfer Agreement
SHARE TRANSFER AGREEMENT
This Agreement is made and entered into by and between the following two
parties on November 12 , 2000 in Shanghai :
1. China Premium Food Corp. (formerly known as China Peregrine Food
Corp., hereinafter referred to as "Party A"), a corporation duly
established and existing under the law of Delaware, USA, with its
business place at: 11300 US Highway 1, North Palm Beach, Florida
33408; and
2. Hangzhou Dairy Complex Company (hereinafter referred to as "Party
B"), a company duly established and existing under the PRC law, with
its legal address: 178 North QiuTao Road, Hangzhou, Zhejiang
Province.
WHEREAS:
1. Party A is holding 52% share in the equity interest (with the
corresponding capital contribution amounting to US$2,652,000) of
Hangzhou Meilijian Dairy Co., Ltd. (hereinafter referred to as
"Meilijian Co.") and intends to transfer such share to Party B;
2. Party B is holding 48% share in the equity interest (with the
corresponding capital contribution amounting to US$2,448,000) of
Meilijian Co. and intends to purchase from Party A the 52% of share
in Meilijian Co..
3. The English name of Party A has been changed from China Peregrine
Food Corp. to China Premium Food Corp., but the corresponding change
of its Chinese name has not been registered in the PRC.
Party A and Party B has therefore agreed as follows:
Article 1
Party A hereby agrees to transfer its 52% share in the equity interest of
Meilijian Co. to Party B for the price of RMB 5,977,378 (equal to the RMB
amount converted to US$ 721,000 according to the selling price of US
dollar published by Bank of China on June 30, 2000, ie US$100 for RNB
829.04).
Article 2
Party B hereby agrees to convert into US dollars the share transfer price
stipulated in Article 1 as the consideration for purchasing the share and
pay and transfer the same to Party A.
Article 3
This Agreement shall not come into effect until:
1. it has been signed by both Party A and Party B;
2. it has been approved by the board of directors of Meilijian Co.
through a board resolution; and
3. the share transfer price has been transferred into an independent
account pursuant to the provisions of Article 5; and
4. it has been approved by relevant government authorities.
Article 4
Within 3 days after the execution of this Agreement, Party A shall procure
the directors of Meilijian Co. designated by it to sign the board
resolution of Meilijian Co. approving the share transfer under this
Agreement. Unless such board resolution of Meilijian as described in this
Article has been reached and approved by all the directors of Meilijian
Co., Party B shall not proceed with the approval or registration
formalities for the share transfer contemplated hereunder whether by itself
or through Meilijian Co..
Article 5
In order to ensure the payment by Party B of the share transfer price
hereunder, at the same time as Party A procures the directors it designates
to sign the board resolution according to Article 4 hereof, Party B shall
transfer RMB 5,977,378 into the independent account designated by Party A
(hereinafter referred to as the " Independent Account"). Party A shall not
use the fund in the Independent Account unless Party B is in breach of this
Agreement.
Article 6
Party B shall convert, within two months after the execution of this
Agreement (but not later than January 15, 2001), the share transfer price
stipulated in Article 1 into US dollars and pay the same to Party A.
Article 7
If Party B fails to fully pay Party A the share transfer price at the time
required by Article 6 due to Party B's fault, Party B shall pay Party A the
penalty of US$100,000.
Article 8
Any risk and loss suffered by Meilijian Co. in its operation after the
execution of this Agreement shall not affect the interest or rights of
Party A or the performance of this Agreement.
Article 9
After the consummation of the share transfer, Party B shall have the right
to choose other overseas investors as its joint venture partners, to which
Party A shall not disagree.
Article 10
Party A shall not be responsible for any tax loss which may possibly result
from Meilijian Co.'s ceasing to be a foreign investment enterprise due to
the share transfer.
Article 11
Without prejudice to other provisions herein, any party in breach of this
agreement shall be liable to the other party for the breach.
Article 12
All the notices made by any party related to the execution or performance
of this Agreement shall be sent to the following addresses through mail or
fax numbers through facsimile.
To Party A: China Premium Food Corp.
Address: 11300 US Highway 1, Suite 202, North Palm Beach, Florida 33408
Fax Number: 1-561-625-1413
Attention: Roy Warren
To Party B: Hangzhou Dairy Complex Company
Address: 178 North Qiu Tao Road, Hangzhou, Zhejiang Province
Fax Number: 86571-6093846
Attention: Zhu Miaosong
Article 13
This Agreement shall be governed by the laws of the PRC.
Article 14
Any dispute arising under this Agreement not settled by both parties
through consultation shall be submitted to Shanghai Arbitration Commission
for settlement according to the arbitration rules of such commission, whose
arbitration award shall be final.
Article 15
This Agreement shall take place of and prevail over all the contracts,
agreements, letters of intention and understanding regarding the share
transfer reached between both parties before.
Article 16
This Agreement is written in Chinese and executed in eight copies, with
Party A and Party B each keeping one copy, and other copies to be submitted
to relevant government authorities for approval or file purposes.
IN WITNESS WHEREOF, both parties have caused this Agreement to be executed
by their duly authorized representatives.
Party A: China Premium Food Corp.
By: -----------------------------------
Party B: Hangzhou Dairy Complex Company
By: -----------------------------------
