Mr. Tianwen Liu Building 16, Dong Qu Haidian District Beijing 100193
Exhibit 7.06
February 28, 2014
Xx. Xxxxxxx Xxx
Xxxxxxxx 00, Xxxx Xx
00 Xxxxxxxxx Xxxx Xx
Haidian District
Beijing 100193
P. R. China
Dear Xx. Xxx,
Reference is made to the Consortium Agreement (the “Consortium Agreement”) dated as of June 6, 2013 by and between Xx. Xxxxxxx Xxx and ChinaAMC Capital Management Limited (“ChinaAMC”). Capitalized terms used but not defined in this letter agreement (this “Agreement”) shall have the meanings given to such terms in the Consortium Agreement.
1. Pursuant to Section 18(i) of the Consortium Agreement, the parties thereto may terminate the Consortium Agreement by mutual written agreement. Accordingly, the Consortium Agreement is terminated effective as of the date hereof.
2. Each party hereto acknowledges and agrees that ChinaAMC and Xx. Xxxxxxx Xxx shall each be responsible for 30.00% and 35.00%, respectively, of the fees and out-of-pocket expenses incurred by the Consortium relating to the Transaction on or prior to the date hereof (the “Fees and Expenses”) in accordance with Section 7(a) of the Consortium Agreement (with the remaining 35.00% of such fees and expenses to be shared by Accurate Global Limited, Advanced Orient Limited and CSOF Technology Investments Limited pursuant to the Framework Agreement dated as of July 24, 2013 among ChinaAMC and such entities). The total amount of the Fees and Expenses is US$1,268,438. Therefore, ChinaAMC shall be responsible for US$380,531 of the Fees and Expenses, of which US$315,234 remain outstanding and payable by ChinaAMC after offsetting the amount advanced by ChinaAMC. Such fees and expenses shall be paid within 30 days after the date hereof.
3. Each party hereto further acknowledges and agrees that other than Section 6 of the Consortium Agreement that would survive the termination of the Consortium Agreement, ChinaAMC, on the one hand, and Xx. Xxxxxxx Xxx, on the other hand, shall not be liable to the other party in relation to the Consortium Agreement upon payment of their respective shares of the Fees and Expenses in accordance with Section 2 above.
[Signature page follows]
Please countersign a copy of this letter agreement and return it to the undersigned to confirm your agreement with the terms set forth in this letter agreement.
Yours faithfully, | ||||
ChinaAMC Capital Management Limited | ||||
By: | /s/ Xxxxx Xxxx | |||
Name: | Xxxxx Xxxx | |||
Title: | Authorized Signatory |
ACKNOWLEDGED AND AGREED:
Xxxxxxx Xxx |
/s Xxxxxxx Xxx |