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1、1EQUITY TRANSFER AGREEMENTThis EQUITY TRANSFER AGREEMENT (this 要翻译成本协议 “Agreement”), is made on April 12 2010 in Beijing, between:这份股权转让协议是由以下两方与 2010 年 4 月 12 日达成的。本股权转让协议（一下简称“本协议”），由一下双方 2010 年 4 月 12 日签署与北京。ABC HOLDINGS INC., a corporation organized and existing pursuant to the laws of Barbados
2、with its legal address at ( the “Transferor”); and ABC 股份有限公司是一家依据巴巴多斯法律组织和成立的公司，其法定地址在 XX。以下简称为转让人。EFG INTERNATIONAL TRUST CO., LTD., a limited liability company registered with the Harbin Administration of Industry and Commercial with its legal address at , PRC (the “Transferee”). EFG 国际信托有限责任公司，是
3、一家在哈尔滨工商局注册的有限责任公司，其法定地址在 XX，以下简称为受让人。Transferor and Transferee may be collectively referred to as the “Parties” and individually as a “Party”.RECITALSWHEREAS,鉴于 Jinan HIJ Real Estate Developing Co., Ltd. (置业有限公司) (the “Company”) is a cooperative joint venture company established by Transferor and T
4、ransferee in accordance with the Joint Venture Contract and the Articles of Association signed by the Parties. Transferor holds 50% of the equity interest 股权 in the Company.WHEREAS, Transferor desires to sell to Transferee, and Transferee desires to purchase from Transferor the equity interest which
5、 Transferor holds in the Company in accordance with the terms and conditions set out hereunder (the “Transaction”). 1 Interpretation1.1 Definitions. Unless otherwise defined in this Agreement, capitalized terms used in the English version of this Agreement and the terms in bold used in the Chinese v
6、ersion of this Agreement shall have the following meanings:“AIC” means Jinan Administration for Industry and Commerce or its competent local counterpart.及其相关分支机构。及其下属地方单位。指济南是工商局或其相关分支机构“Business Day” means any day except Saturday, Sunday and legal holidays in the PRC.“Closing” 交割收盘 has the meaning
7、ascribed thereto in Section 4.“Closing Date” means the date on which the Closing shall take place.“Consideration” has the meaning ascribed thereto in Section 3.1.2“Encumbrance”产权负担，权利负担，权益负担。 means any claim, charge 特别担保 , easement, encumbrance, lease, covenant, security interest (including, without
8、 limitation, any mortgage, pledge or lien 抵押，质押和留置), option, rights of others, restriction (whether on voting, sale, transfer, disposition or otherwise), or cloud on title 产权不清晰 or any title defect, whether imposed by agreement, understanding 理解, law, equity or otherwise, but excluding any restricti
9、on on transfer imposed pursuant to the articles of association of the Company. 指任何不论是由合同、协议、法律、衡平法或是其他施加的主张、指控、地役权、留置权、租赁、合约、担保利益基于。产生的“Transferred Equity” means the 50% of equity interest of the Company which Transferor holds.“Material Adverse Change” means any progress or change which has a materi
10、al adverse effect on the Company and results in breach, impossibility of performance or meaninglessness to continue the performance of this Agreement.“Examination and Approval Authorities” means Jinan Municipal Foreign Trade and Economic Cooperation Bureau, which is competent to approve this Agreeme
11、nt.“SAFE” means the State Administration of Foreign Exchange or its competent local counterpart. 相关的地方分支机构“Escrow Agreement” means the escrow agreement to be entered into among Transferor, Transferee and Hana bank 韩亚银行, Harbin Branch (the “Escrow Bank”) within 60 days following the execution 签署 date
12、 of this Agreement, under which an escrow account will be opened (the “Escrow Account”) within the Escrow Bank for holding the payments due under this Agreement. 在托管协议项下，而不是本协议项下。托管协议“Transfer Notice” have the meaning ascribed under Escrow Agreement. “PRC” or “China” means the Peoples Republic of Ch
13、ina, solely for purposes of this Agreement, excluding Hong Kong, the Macau Special Administrative Region and Taiwan.中国“Effective Date” means the date on which this Agreement is approved by the Examination and Approval Authorities.2 Sale and Purchase of equity interest2.1 Subject to 根据 the terms and
14、conditions hereof, at the Closing, Transferor shall sell to Transferee, and Transferee shall purchase from Transferor the Transferred Equity free of Comment A1: The previous price of RMB275,000,000 minus EFEs capital injection in 2008 of RMB49,775,820.873any Encumbrance. 无权利负担状态下的被转让股权。2.2 All the o
15、bligations, rights and interests in connection with the Transferred Equity, including but not limited the seats on the board of directors董事会席位, voting rights投票权 and rights of allocation of dividends shall be transferred from Transferor to Transferee as of the Closing Date.3 Consideration and Payment
16、3.1 The Parties agree that the consideration of Transferors sale of the Transferred Equity is RMB225,224,179 (the “Consideration” or “Equity Transfer Price”). Transferee shall pay the Consideration in USD of RMB equivalent与人民币等值的美元. Unless otherwise agreed in writing, the Equity Transfer Price shall be definite, from signing of this Agreement till the Closing Date, the profit and loss incurred by the Company during its normal operation shall not be considered
