Business Transfer Agreement
This Business Transfer Agreement (hereinafter the "Agreement") is made and entered into on the 31 May, 2006
by and among
Kadant Light Machinery (Jining) Co, Ltd., a wholly foreign owned enterprise established and existing under PRC
laws and regulations with its registered address at No. 99 Jidian Road 1, High and New Technologies Industry
Development Zone, Jining, Shandong 272023, People's Republic of China ("China")
Jining Huayi Light Industry Machinery Company, a Chinese limited liability company with its legal address at No.
99 Jidian Road 1, High and New Technologies Industry Development Zone, Jining, Shandong 272023, China.
Huayi and Kadant WFOE may be referred to as "Parties" or individually as "Party".
The Parties agree as follows:
Whereas, Huayi and Kadant WFOE entered into an Assets Purchase Agreement on 21st day of January, 2006
Whereas, Huayi and Kadant WFOE wish to finalize the transaction outlined in the APA as set out in this
Agreement. The APA shall continue to be in force except to the extent that this Agreement expressly amends the
APA. If an item (including but not limited to definitions) is covered in this Agreement it shall prevail over the
APA. If an item (including but not limited to definitions) is not covered by this Agreement then the terms of the
APA shall apply. In particular Article 13.2 (m) and 13.2 (o) of the APA shall be replaced by the procedures set
forth in this Agreement.
Article 1 Step 1 - Kadant WFOE acquires Initial Assets
The Parties agree that in order to enable Huayi to cancel the mortgage over the Facilities the Kadant WFOE
agrees to buy the Fixed Assets except for the Facilities ("Fixed Assets").
The Fixed Assets Price shall be paid by Kadant WFOE to Huayi after the following have been completed
("Fixed Assets Pre-conditions"):
- The Parties have conducted a physical examination on all Fixed Assets (except Facilities) and related takeover