AGREEMENT ON TRANSFER OF EQUITY INTEREST AND OTHER INTERST IN TIANJIN HUANENG GROUP ENERGY EQUIPMENT CO., LTD. Between TIANJIN JI COUNTY STATE-OWNED ASSETS ADMINISTRATION COMMISSION And BEIJING DELI SOLAR TECHNOLOGY DEVELOPMENT CO., LTD. May, 2007...
AGREEMENT
ON TRANSFER OF EQUITY INTEREST AND OTHER INTERST IN TIANJIN HUANENG GROUP ENERGY
EQUIPMENT CO., LTD.
Between
TIANJIN
JI COUNTY STATE-OWNED ASSETS ADMINISTRATION COMMISSION
And
BEIJING
DELI SOLAR TECHNOLOGY DEVELOPMENT CO., LTD.
May,
2007
Tianjin,
Ji County
1
Party
A: Tianjin Municipal Ji County State-owned Assets Administration Commission
(hereinafter the “SAAC”);
Registered
Address: Xinghua Avenue, Ji County, Tianjin, China
Party
B: Beijing Deli Solar Technology Development Co., Ltd. (hereinafter “Deli Solar
(Beijing)”);
Registered
Address: Xxxxxxxx 0 Xx 00, Xxxx Xxx Xxxxx Xxxx.
Beijing,
China 100071
Based
on
the principles of mutual benefit and good faith bargaining, and pursuant
to the
Company
Law of the People’s Republic of China
and
relevant laws and regulations thereunder, for the purpose of transferring
Party
A’s equity interest in Tianjin Huaneng Group Energy Equipment Co., Ltd.
(hereinafter “Tianjin Huaneng”) to Party B, Party A and Party B, through
negotiations, hereby agree as follows:
|
I.
|
Manner
of the Transfer of the State-owned Equity Interest (including
equity
interest and other
interest)
|
Both
parties hereby agree that Party A shall make a one-time transfer to Party
B the
state-owned interest in Tianjin Huaneng, which consists of 51% of the total
shareholder equity of Tianjin Huagneng. Party B shall purchase Party A’s
interest and assume all relevant rights and liabilities thereafter.
|
II.
|
Purchase
Price
|
On
the
basis of the appraised value of the assets, both parties hereby agree that
the
purchase price for the above-stated equity interest in Tianjin Huaneng
shall be
Renminbi TWENTY FOUR MILLION ONE HUNDRED THOUSAND (RMB 24,100,000) only.
|
III.
|
Payment
|
Party
B
shall remit the whole purchase price in a lump-sum payment to the bank
account
appointed by Party A within 15 working days after the execution of this
Agreement.
|
IV.
|
Other
|
|
1.
|
Upon
the effectiveness of this Agreement, Party A and Party B shall
register
such change of equity interest pursuant to the relevant laws
and
regulations. Party B shall be responsible for all taxes, including
but not
limited to the real property transfer tax and expenses, the fees
for the
registration of amendment of the business license, etc., incurred
as a
result of such state-owned equity interest (including equity
interest and
other interest) as agreed herein.
|
2
|
2.
|
Party
A promises that the acquired company shall apply for a business
license
that is to be issued by Tianjin Ji County Bureau of Administration
for
Industry and Commerce, and shall pay taxes in accordance with
the local
tax laws. The acquired company shall change its name, which shall
not
include the characters “Tianjin Huaneng Group”.
|
|
3.
|
Party
B shall retain all employees of Tianjin Huaneng on the record
as of the
date of Party B’s payment of purchase price and shall assure not to change
the existing management team. Within THIRTY (30) days after this
Agreement
becomes effective, Party B shall enter into new employment contracts
with
all employees pursuant to the laws of the People’s Republic of China. The
employment contracts with the employees that are less than 5
years from
the mandatory retirement age shall be employment at will. The
contracts
that are entered into with the rest of the employees by Party
B shall be
of a term of no less than THREE (3)
years.
|
|
4.
|
Within
THREE (3) months since and upon this Agreement enters into force,
Party B
shall contribute at least Renminbi TWENTY MILLION (RMB 20,000,000).
Party
A shall apply, on behalf of Party B, for any applicable favorable
treatment to foreign investment enterprises according to applicable
laws
and regulations (Party B shall present documentation of capital
contribution accordingly).
|
|
5.
|
Party
A shall be responsible for any balance of the employee insurances
and
other fees for the period from the incorporation until the acquisition
date of Tianjian Huaneng. The specific amount of the balance
shall refer
to the employees’ individual repayment certificates issued by the social
security company.
|
|
6.
|
All
operating profits of Tianjin Huaneng during the period between
November
1st,
2006 and the effective date of this Agreement shall be distributed
to the
original shareholders in accordance with the proportions of the
shares
they hold. The amount of operating profits shall be determined
by an
accounting firm approved by both
parties.
|
|
7.
|
Party
A hereby promises as the following:
|
|
(1)
|
to
assist Party B to process the real property transfer
registration;
|
|
(2)
|
to
assist Party B to coordinate with relevant tax agencies on the
issue of
late fees for Tianjin Huaneng’s unremitted
payments;
|
|
(3)
|
to
assist Party B to coordinate with Agricultural Bank of China
on the issue
of extension of loan repayment.
|
|
(4)
|
Other
unspecified issues shall be settled via negotiation.
|
3
|
V.
|
Rights
and Obligations of Both
Parties
|
|
1.
|
Party
B shall make a timely and full payment on the purchase price
provided
herein.
|
|
2.
|
Since
and upon the Agreement takes effect, Party B shall enjoy the
rights and
assume the obligations of the acquired company in accordance
with the
percentage of shares it retains provided herein.
|
|
3.
|
Since
and upon the Agreement takes effect, Party A shall retreat all
assigned
directors and supervisors from Tianjin
Huaneng.
|
|
VI.
|
Liability
for Breach of Agreement
|
Upon
the
effectiveness of this Agreement, any failure of either party to perform
the
obligations stipulated in this Agreement, in part or in whole, shall be
deemed
as breach of contract. The breaching party shall compensate the non-breaching
party 10% of the purchase price of such state-owned equity interest provided
herein as the stipulated penalty.
|
VII.
|
Effectiveness
of the Agreement and
Miscellaneous
|
|
1.
|
The
Agreement is signed in Tianjin Ji
County.
|
|
2.
|
The
parties shall settle disputes arising from the execution of this
Agreement
and other disputes in connection with this Agreement via friendly
consultation.
|
|
3.
|
The
Agreement shall take effect after it is duly signed by both parties
with
seals affixed and Party B remits the full payment of the purchase
price
provided herein.
|
|
4.
|
This
Agreement is in octuplicate, and each party shall hold FOUR (4)
copies.
|
4
Party
A: Tianjin Municipal Ji County State-owned Assets Administration
Commission
|
(Seal) affixed
Legal
Representative (authorized representative): /s/ Zhanguo
Qi
(Signature)
Zhanguo
Qi
Date:
05/18/2007
|
Party
B: Beijing Deli Solar Technology Development Co., Ltd.
|
(Seal) affixed
Legal
Representative (authorized representative): /s/ Deli
Du
(Signature)
Deli
Du
Date:
05/18/2007
|
5
