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Unless stipulated otherwise in this
Agreement, the following items in this Agreement are defined as
follows:
Person:
means any natural
persons, companies, partnerships, joint ventures, firms,
associations, Government Authorities, or other civil subjects.
This Agreement: means this Equity Transfer Agreement and all
its attachments and appendices. "This Agreement" or other
similar items refer to the entirety of this Agreement, not any
specific articles thereof. Any "this Agreement" mentioned
herein means this Agreement and its attachments and appendices as
supplemented and amended from time to time.
Security Interests: means any mortgage, pledge, lien,
deposit money, preemptive rights prescribed by law or other
third-party priority right.
Affiliated Party: As to any Person, it means any Person
controlling such party, being controlled by such party or under
common control with such party, directly or indirectly. If
any Person directly or indirectly holds more than 50% of voting
equity interests (shares) or economic interests of one party, or
has the power to appoint a majority of the Board of Directors of
such party, this Person is deemed to have control on such
party.
Closing: means that the Transferor registers
all the Subject Equity Interests in the name of the Transferee and
go through the registration formalities for amending Xi'an
Huitian's Contract and Articles of Associations according to this
Agreement (completion of the formalities for alteration
registration with AIC for equity interests transfer will indicate
consummation of Closing).
Date of
Closing: means the day on which all the
Subject Equity Interests have been registered in the name of the
Transferee (i.e. the date on which the alteration registration
formalities with AIC are completed for the equity interests
transfer).
Transition of
Equity Interest or Transition: means that the Transferee, pursuant
to the Shareholder Joint Venture and Cooperation Agreement entered
into with Shaanxi Power Construction or the entrustment agreement
for the Subject Equity Interest entered into with the Transferee,
dispatches its staff to Xi'an Huitian to take over all or part of
the liabilities and obligations of the Transferor in Xi'an Huitian
and enjoy the rights derived from the 35% equity interests in Xi'an
Huitian.
Intellectual
Property and Administrative Approval: means any patent, patent application
right, copyright, trademark, domain name, proprietary technology,
commercial secrets, trade name, mark, GMP certificate, production
permit, production approval, plasma collection permit and other
intellectual products and professional rights, and any rights
relating to the application, registration and grants
thereof.
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Material Adverse
Effect:
(1) Any event, circumstance or act,
newly discovered by the Transferor or the Transferee after the Date
of Execution and not known in the past, which occurred prior to the
Date of Transition and will have material adverse effect on the
general business, financial conditions, properties, business or
performance results of Xi'an Huitian, provided however that no
event, circumstance or act should be deemed as Material Adverse
Effect if its reasonably expected financial impact is less than 10%
of Xi'an Huitian's audited net asset amount for the year 2007 as
audited under Independent Auditing Standards of the PRC; Material
Adverse Effect also excludes the following: (i) amendments to
Independent Auditing Standards and Enterprise Accounting Standards
of the PRC; and (ii) revision by the PRC Government Authorities to
the laws and their interpretations applicable to enterprises or
others.
(2) Material Change: means any
change that would or may result in Material Adverse Effect on an
independent or accumulative basis.
Effects that
materially impede the capabilities of the Transferor or the
Transferee to respectively perform their obligations under this
Agreement, or effects that materially threaten or impede the
performance of the proposed transaction under this
Agreement.
Deposit
Money: means
money paid by the Transferor to the Transferee for performance
security purpose to ensure mutual compliance with this Agreement.
If the Transferor breaches this Agreement by transferring the
Subject Equity Interests to any third party without prior
permission from Transferee and makes this Agreement unenforceable,
the Transferor should repay twice such deposit amount. If the
Transferee does not pay the Transferor the second installment in
accordance with this Agreement and the Transferor decides to
rescind this Agreement with the Transferee, the Transferor will not
return such security money.
Subsidiary: As to any Person, if any company or
other entity holds more than 50% equity interest of such Person or
other interests on the basis of which it could elect the majority
of the Board of Directors of such Person, this Person is the
Subsidiary of such company or other entity.
Accrued
Interests: mean any benefits or rights that
would or may accrue on the Subject Equity Interests prior to the
Date of Closing, including but not limited to dividends, equity
earnings, share dividend, share allotment, etc.
Attachments: All the information and data
relating to this Agreement which have been provided by one Party
according to the notice methods hereunder and confirmed by the
other Party by the Date of Closing, and other agreements entered
into by the Parties relating to this Agreement, both of which
constitute attachments to this Agreement, including but not limited
to the attachment attached to this Agreement.
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Data:
All written data
provided by the Transferor or Xi'an Huitian in the process of due
diligence and received by the Transferee, its financial consultant,
auditor or attorney.
Plasma
Companies: mean plasma collection companies
duly established and validly existing in Shaanxi Province.
Xi'an Huitian now solely owns Baishui Huitian Plasmaphoresis
Station Co., Ltd. and Fuping Huitian Plasmaphoresis Station Co.,
Ltd. Ankang Hanbin Huitian Yongdong Plasmaphoresis Station
Co., Ltd. has finished its restructuring and established one-on-one
plasma supply relationship with Xi'a