Chongqing Qizhong Technology Development Co., Ltd Share Transfer Agreement Date of Execution: November 1, 2010 Tianjin China
Exhibit
10.1
Chongqing
Qizhong Technology Development Co., Ltd
Date
of Execution: November 1, 2010
Tianjin
China
This
Share Transfer Agreement (the “Agreement”) is made on November 1st, 2010
in Tianjin between:
The Transferor: Long Jiegui
(“Party A”)
Personal
ID number: 420102194602281772
Address:
0xx
Xxxxx, Xxxxxxx Xxxxxx X Xxxxxxxx, Xxxxxxxxx Xxxx
Post
code: 410047
Tel:
00000000000
Fax:
02363118666 ext 8001
and
The Transferee: Tianjin
Seashore New District Shisheng Business Trading Group Co. Ltd. (“Party
B”)
Authorized
rep: Tong Shiping
Address:
Xx. 00 Xx. 0 Xxxxxxx Xxx, Xxxxx 2, Construction Bank, FTZ, Tianjin
City
Tel:
00000000000
Fax:
00000000000
Party A
and Party B are hereafter referred to as “Party” individually or “Parties”
collectively.
Whereas:
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1.
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Chongqing
Qizhong Technology Development Co., Ltd （the “Object
Company”） is a
company with limited liabilities incorporated and well standing in
Chongqing in compliance with the laws of China. As of the date of this
Agreement, the registered capital of the Object Company is RMB
12,5000,000, in which 36.01% held by individual holder – Long Jiegui;
20.76% held by individual holder – Sun Libin; 8.96% held by individual
holder – Xxxx Xxxxxxxxx; 3.62% held by individual holder – Jiang Zhichuan;
2.67% held by individual holder – Xxxxx Xxxxxxxxxx; 1.43% held by
individual holder – Xxxx Xxxxxxx; 1.25% held by individual holder – Xxxx
Xxxxxx; 10% held by individual holder – Xxxx Xxxxxxxx; and 15.3% held by
corporate holder – Xiamen Metropolis Tongren Advertisement Co., Ltd. The
abovementioned registered capital had been paid up in full
amount.
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2.
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The
Object Company is engaged in the development and operation of portal
xxx.xxxxxxx.xxx; it holds 100% shares of Beijing Goodcar Technology
Development Co., Ltd, Chengdu Haoche Technology Development Co., Ltd,
Tianjin Goodcar Technology Development Co., Ltd, Wuhan Youlu Network
Technology Co., Ltd, Xiamen Goodcar Network Technology Co., Ltd and
Chongqing Kaizhi Technology Co., Ltd. The Object Company operates business
in the respective cities through its
subsidiaries.
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3.
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All
shareholders of the Object Company agree to transfer the shares they hold
in the Object Company to Party B according to the terms and conditions
specified in this Agreement, and Party B agrees to accept the shares
transferred by the shareholders that they hold in the Object Company (the
“Share Transfer”).
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4.
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For
the purpose to simplify the process of share transfer and entering into
agreement, the holders of the Object Company unanimously agree to entrust
Long Jiegui (Party A to this Agreement) as the representative of them to
dispose of all issues regarding transfer of the Company’s shares,
including entering into a Share Transfer Agreement as well as other
agreements (instruments) concerning the share transfer on behalf of all
the shareholders, making commitment (guarantee) on behalf of the rest
shareholders, completing the equity settlement processes and designating
recipients of share trading
revenue;
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5.
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Regarding
this Share Transfer, all the shareholders of the Object Company have
abandoned their prevailing right to purchase shares held by other
holders.
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According
to the concerned laws and regulations of China and via friendly consultation,
Party A and Party B have concluded the agreement as below:
Article
1 Share Transfer
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1.1
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All
the shareholders of the Object Company agree to entrust Party A as their
fully authorized representative to transfer the 100% shares of the Object
Company to Party B under the terms and conditions specified in this
Agreement; and Party B agrees to accept the 100% shares of the Object
Company.
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1.2
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After
the Share Transfer, the previous shareholders of the Object Company will
no longer hold share of the Object Company, but Party B will hold 100%
shares of the Object Company.
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1.3
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After
the Share Transfer, according to the laws and regulations of China as well
as the charter of the Object Company, the Transferee will undertake the
responsibilities and obligations as
shareholder.
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Article
2 Price of the Share Transfer
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2.1
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As
consideration for this Share Transfer, the Transferee shall make payment
to representatives designated by the Transferor a total value of XXX 00
million in cash and shares.
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2.2
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Party
B shall pay RMB 18 million in cash, and the rest XXX 00 xxxxxxx xxxxx xx
paid by Party B with the common shares additionally issued by China Auto
Logistics Inc. (listed on NASDAQ, coded: CALI) for equivalent
value.
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2.3
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The
number of common shares equivalent to XXX 00 million that shall be paid by
the Transferee to the Transferor shall be calculated with the average
closing price of CALI for 20 transaction days before the date of this
Agreement as well as the exchange rate on the date of this Agreement; the
total number of common shares shall be 1.08 million. Such shares shall be
paid according to NASDAQ rules and concerned legislative procedures to the
representative unanimously designated by shareholders of the Object
Company.
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Article
3 Payment and Transfer of Control
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3.1
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Party
B shall pay three million RMB within 3 working days after this Agreement
is signed as the first batch of payment to Xxxx Xxxxxxxx (Personal ID
Number: 000000000000000000), representative unanimously designated by all
shareholders of the Object Company. Within 10 days after receiving this
payment, Party A shall complete registration change relating to the Share
Transfer.
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3.2
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Within
one month after Party A completes the said registration change, Party B
shall pay two million RMB to Xxxx Xxxxxxxx, representative unanimously
designated by all shareholders of the Object Company. Within six months
after Party A completes the said registration change, Party B shall pay
five million RMB to Xxxx Xxxxxxxx, representative unanimously designated
by all shareholders of the Object Company; the rest eight million RMB
shall be paid to Xxxx Xxxxxxxxx (Personal ID number: 000000000000000000) —
representative unanimously designated by all shareholders of the Object
Company.
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3.3
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The
number of common shares equivalent to the rest 22 million RMB shall be
calculated with the average closing price of CALI for 20 transaction days
before the date of this Agreement as well as the exchange rate on the date
of this Agreement; the total number of common shares shall be 1.08
million. Such shares shall be paid according to NASDAQ rules and concerned
legislative procedures to the representative unanimously designated by
shareholders of the Object Company.
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3.4
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On
the day that the three million RMB is received by Xxxx Xxxxxxxx — the
representative unanimously designated by shareholders of the Object
Company as specified in Clause 3.1 above, Party A shall transfer the
substantial control over the Object Company to representative designated
by Party B, for example human resource, accounting books and stamps shall
be transferred to representative designated by Party B, operation of the
Object Company shall be put under direction of representative designated
by Party B who will undertake the operational risks and
benefits.
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3.5
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Party
B designates Xx. Xx Yangqian (Personal ID number: 000000000000000000) as
its representative to take over the Object Company and serve as the
General Manager of xxx.xxxxxxx.xxx. Party B is committed to, when the net
income generated from xxx.xxxxxxx.xxx increase to USD 2,000,000, issue to
Xx. Xx Yangqian additional common shares worth of USD 1,000,000; the
number of such shares shall be determined according to the closing price
of the last trading day when the net income generated from xxx.xxxxxxx.xxx
increase up to USD 2,000,000.
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Article
4 Transferor’s Statement and Guarantee
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4.1
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The
Transferor unilaterally or collectively and irrevocably makes the
following statement and guarantee:
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(1)
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The
Transferor is entitled to enter into and perform this Agreement; the
Transferor entering into and performing this Agreement will not violate
(i) any laws, regulations, rules or other standardization requirements
that it must comply with; or (ii) any document or charter based on which
the Object Company is incorporated and remain in good standing; or (iii)
any document or agreement to which the Transferor is a party, or any
document or agreement that is binding upon the Transferor or its
assets;
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(2)
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The
Transferor possesses the legal and valid ownership and power to disposal
of the object shares;
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(3)
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The
object shares are not under any pledge or any other security
interest;
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(4)
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The
Transferor is not involved in any proceeding, arbitration, enforcement,
administrative punishment or any other juristic or administrative
proceedings that is in progress, or pending, or about to start or claimed
by other party to start, which will or might constitute substantial
adverse effect upon the Share
Transfer;
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(5)
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The
Transferor will offer its active cooperation to the Object Company in
processing all government approval, registration or filing to concerned
competent authorities that necessary to the Share
Transfer;
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(6)
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The
Transferor guarantees that the information it provides to agent entrusted
by the Transferee for due diligent investigation and financial audition
are true, complete, correct, legal, valid and containing no concealment or
falsehood;
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(7)
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The
claims, statements, commitments and guarantees that the Transferor makes
in this Agreement are true, correct and
complete.
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4.2
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On
behalf of all the original shareholders of the Object Company, Party A
irrevocably makes the following statement and
guarantee:
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(1)
The
Object Company is a limited liability company legally established and remains in
good standing as per the laws of the People’s Republic of
China;
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(2)
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The
registered business scopes of the Object Company and its subsidiaries are
in compliance with the current applicable laws and regulations of China;
the Object Company and its subsidiaries possess all the licenses,
qualification certificates and registration certificates necessary to
operate the current business;
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(3)
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The
RMB 12,500,000 registered capital of the Object Company has been paid up
in full amount; the subsidiaries of the Object Company have also paid up
their registered capital in full
amount.
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(4)
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Apart
from those disclosed to the Transferee, none of the major asset of the
Object Company is under any pledge, pawn, lien or other security
interest;
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(5)
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Apart
from those disclosed to the Transferee, the Object Company has no right of
credit and/or debt (debt inclusive); should there be any debt of the
Object Company not disclosed to the Transferee before this Agreement is
signed, such debt shall, unless with the Transferee’s prior written
consent, be undertaken by the
Transferor;
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(6)
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From
the date this Agreement is signed till the date the Share Transfer is
completed, no substantial adverse change will occur to the operation,
performance, financial and asset status of the Object
Company.
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Article
5 Transferee’s Statement and Guarantee
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5.1
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The
Transferee hereby makes the following statement and
guarantee:
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(1)
The
Transferee is a company established and remains in good standing as per the laws
of China;
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(2)
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The
Transferee is entitled to enter into and perform this Agreement; the
Transferee entering into and performing this Agreement will not violate
(i) any laws, regulations, rules or other standardization requirements
that it must comply with; or (ii) any document or charter based on which
the Transferee is incorporated and remain in good standing; or (iii) any
document or agreement to which the Transferee is a party, or any document
or agreement that is binding upon the Transferee or its
assets;
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(3)
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The
claims, statements, commitments and guarantees that the Transferee makes
in this Agreement are true, correct and
complete.
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5.2
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The
Transferee undertakes to indemnify the Transferor any loss or damage
aroused if the above statement and guarantee are not in compliance with
the facts.
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5.3
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The
two parties shall jointly check the cash balance of the Object Company on
the date of this Agreement, which is RMB _______(upon audited US GAAP
report). Should Party B fail to pay the cash and shares on dates specified
in this Agreement, meanwhile the shares cannot be traded under the
Security Act of the United States more than one month after ban of the
limit share is lifted, Party A shall be entitled to request Party B return
all what had been taken over as per provisions of this Agreement,
including the fixed assets in good condition at take-over, the software
and hardware related to the network platform, as well as the cash balance
equivalent to that on date of take-over; on the other hand, Party A is
committed to transfer the shares of CALI obtained as per this Agreement
back to Party B, and return the cash of RMB
18,000,000.
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Article
6 Taxation
All taxes
occurred due to the Share Transfer shall be borne by the parties respectively as
per the laws.
Article
7 Confidentiality
Apart
from the information required to be disclosed by the laws or court with
competent jurisdiction or government agent or concerned security exchange, any
commercial information relating to the transaction planned in this Agreement
obtained by one party from the other party shall be kept confidential. Neither
of the parties shall disclose such information, via news media or in other way,
to any non-agreement party (except the agents engaged by the parties). Should
any party disclose and provide commercial information to any non-agreement party
without consent of the party, such party shall indemnify the other party for any
loss and damage thus caused.
Article
8 Default Responsibility
Once this
Agreement is signed, the parties shall perform their obligations set forth in
this Agreement in the principle of rationality, cautiousness and maintaining
cooperation; should any party violates any responsibility, obligation, guarantee
or commitment set forth in this Agreement, the non-default party is entitled to
demand the default party indemnify any loss and damage caused by the default
conduct.
Article
9 Applicable Laws and Settlement of Disputes
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9.1
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The
laws of the People’s Republic China apply to the validity, interpretation
and performance of this Agreement.
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9.2
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Dispute
aroused from or related to this Agreement shall be first settled through
consultation. Should consultation fails, any party is entitled to bring
the dispute to the court where this Agreement is signed for
proceeding.
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Article
10 Force Majeure
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10.1
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Force
majeure refers to any event that happens after the date of this Agreement
and makes any one party incapable to perform full or part of this
Agreement that the parties cannot control or foresee, or foreseeable but
cannot avoid, including but not limited to explosion, fire, flood,
earthquake and other act of God, as well war, strike, legislative change,
or any government’s compulsory regulation or requirement that makes one
party incapable to continue performing this Agreement, and any significant
or incidental event.
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10.2
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In
case of force majeure event, the affected party shall inform the other
party in the most convenient and fast way without delay. And within 15
working days after force majeure event happens, the affected party shall
provide to the other party a detailed written report describing such event
together with a valid proof of the event issued by local notary agent. The
affected party shall take all reasonable action to relieve condition of
force majeure event and minimize loss and damage cause to the other party
due to the force majeure event. The parties shall, based on the impact of
force majeure event on performance of this Agreement, discuss and
determine whether to terminate or postpone performance of this Agreement,
or fully or partially relieve the affect party from its obligations under
this Agreement.
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10.3
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In
case of force majeure event, the affected party shall be relieved from
performing this Agreement during force majeure event as well as when the
event lasts.
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Article
11 Termination of This Agreement
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11.1
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Should
the default party fails to correct its default conduct within 15 working
days after receiving the other party’s written notice requesting it to do
so, then the other party is entitled to unilaterally terminate this
Agreement by a written notice to the default
party.
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11.2
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Without
prior written notice of the Transferee, should the Transferor
(individually or collectively) transfer the full or part of the Object
Shares in its holding to any third party after this Agreement is signed,
or contact or negotiate with any third party about transfer of the Object
Shares, or put the Object Shares in pledge or under interest of any third
party, it shall be deemed constituting a substantial violation, in this
case the Transferee is entitled to unilaterally terminate this Agreement
by a written notice to the
Transferor.
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Article
12 Effectiveness and Miscellaneous
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12.1
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This
Agreement is entered into and become effective when signed by authorized
representatives of the parties plus the official stamp of the parties.
Once effective, this Agreement will be binding upon the
parties.
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12.2
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When
this Agreement is signed, no provision in this Agreement shall be modified
or amended without written consent of the
parties.
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12.3
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Unless
otherwise specified, non-execution or delayed execution of any right,
power or privilege under this Agreement or under any other contract or
agreement related to this Agreement shall not constitute waiver of such
right, power or privilege; in addition, any single or partial execution of
such right, power or privilege shall not exclude execution of other right,
power or privilege.
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12.4
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Should
any provision in this Agreement considered invalid by any court, arbitral
body or any institution having jurisdiction over this Agreement, the
validity of other provisions in this Agreement shall be
affected.
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12.5
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The
titles of the terms and clauses in this Agreement are for reading
convenience only, and shall not be used to interpret this Agreement or
impact issues set forth in this
Agreement.
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12.6
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This
Agreement is made in twelve copies with equal legal
validity.
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（End）
（Signature
page）
Party
A: Long Jiegui
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/s/ Long
Jiegui
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Party B: Tianjin Seashore New District
Shisheng Business Trading Group Co. Ltd.
Legal
representative: Tong Shiping
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/s/ Tong
Shiping
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