The Agreement on Transfer of Creditor’s Rights
Transferor: MASA AG (hereinafter referred to as Party A)
Transferee: MASA TJ (hereinafter referred to as Party B)
Whereas,
1. Beijing Qiangnite New Building Materials Co., Ltd (hereinafter referred to as QNT) purchad a t of plant from Party A in 2003. As of November 30, 2006, QNT was unable to pay the full price to Party A. Party A filed an application with China International Economic and Trade Arbitration Commission in December 2006, and has obtained the arbitration award in 2007. Bad on the award decision, QNT shall pay Party A the purcha price yuan, interest yuan, the cost of arbitration yuan;
2. Beijing First Intermediate People's Court accepted the Party A's application for enforcement of the said Award in November 2007. Party A received yuan paid by QNT in 2008 during the process of enforcement, and the remaining is not paid.
3. Party B agrees to accept the transfer of Party A’s rights and recours the debt to QNT as the applicant of enforcement in order to facilitate and promote the progress of the ca.
The Two Parties, after friendly negotiation, agree to transfer of the creditor’s rights as follows.
Article 1 Transfer of the creditor’s rights
1. Party A agreed to transfer a ll of its creditor’s rights owed by QNT to Party B pursuant to the terms and conditions of this Agreement, and Party B agrees to accept the transfer under this agreement.
2. The amounts of creditor’s right transferred from Party A to Party B are as follows:
1) Payment for goods ;
2) Pursuant to the arbitration award, QNT shall pay all the interest (calculated to October 30, 2008 the total amount of interest yuan);
3) Arbitration fees .
As of October 30, 2008, the total amount of the claim is yuan.
Article 2 Consideration for transfer and the payment
Party B accepts the transfer in consideration of yuan which should be paid before date
Article 3 Party A’s rights and obligations
1. Party A must fully cooperate with the Beijing First Intermediate People's Court to change the applicant to Party B and the related matters;
2. In accordance with the needs of Party B’s enforcement, Party A shall provide technical, personnel support to Party B;
3. If Party B decides to purcha the production line to t off the debt, Party A agrees that Party A shall pay the difference between the rervation price of cond auction
and the total amount of the claim, approximately yuan.
4. Party A is responsible for notifying QNT the matters relating to the transfer of creditor’s rights.
Article 4 Party B’s rights and obligations
1. Party B is held liable for submitting the application of changing the enforcing applicant to Beijing First Intermediate People's Court;
2. Party B shall pay Party A the transfer price under this agreement and deal with the examination and approval procedures related to foreign exchange;
3. Party B is responsible for the enforcement of the ca, and has no more requirements or claims to Party A;
4. Party B shall notify the Party A 7 days in advance if Party A’s help to dismantle the equipment is needed.
Article 5 Governing law
1. The conclusion, validity and interpretation of this agreement shall be governed by China’s law s.
2. The disputes arising from this agreement shall be s ettled through two parties’ friendly negotiation. Otherwi, any party has the right to submit application of arbitration to China International Economic and Trade Arbitration Commission
Article 6 Miscellaneous provisions
1. All the modifications and supplements of this agreement shall be signed by the two parties’ legal authorized delegate in written forms.
2. The agreement comes into effect after the signature of two parties’ authorized delegate.
3. The agreement is made in Chine and English, and has 3 copies. Party A has 1 copy and Party B has 2 copies, and the copies shall be of equal legal force.
Party A Party B
Authorized delegate Authorized delegate
Date Date
