Stock Transfer Agreement (Translation)
(Translation)
Transferor：Guo,Yanbin（Party A）
ID
No.：
Resident
Address：
Contact
Phone:
Transferee：ADDE EDUCATION
HLDS. Ltd（Party B）
ID
No.：
Resident
Address：
Contact
Phone:
Authorized
Representative：Yan,
Changping
Given：
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1、GUANGZHOU
XXX XX EDUCATION TECHNOLOGY CO. LTD., (“the Company”) is a limited company
registered in Guangzhou Business Administration. The register No. is
4401062014369. The registered capital is RMB1,000,000. The Company locates
at 0/X, Xx.0000, Xxx Xx Xxxx, Xxxx Xx District, Guangzhou city, People's
Republic of China.
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2、Xx.
Xxx,Xxxxxx, the shareholder of GUANGZHOU XXX XX EDUCATION TECHNOLOGY CO.
LTD.(Party A) holds 100% of all stocks of the
Company.
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Upon the
friendly negotiation among Party A and Party B, the two parties agree that Party
A resign from the Company and Party B will undertake all the rights and
obligations originally executed by Party A.
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Article
1 Party A transfer to Party B 100% of their contribution to the registered
capital upon the initial establishment together with all the rights and
obligations (including rights and obligations regulated by laws,
shareholder agreements and articles of incorporation, collectively “the
transferred rights and obligations”) herein. Party B agrees to undertake
the said transferred rights and
obligations.
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Article
2 The two Parties agree that the price for the above transfer is RMB1,
010,000.All currency amounts shall be paid in
RMB.
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Article
3 Upon the approval of this Agreement by the authority, the Company shall
be changed to a foreign investment company pursuant to the related law in
China. The two Parties agree that Party B shall effect the payment to
Party A RMB1, 010,000 in total for the transfer within 90 days upon
issuing the new license of foreign investment
company.
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Article
4 The procedures concerning Party A’s resignation from the Company shall
be performed upon signing this agreement. The two Parties should cooperate
with each other to complete the application procedure of any change in the
registration to the Business Administration
Bureau.
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Article
5 Upon the effective date of this Agreement, Party A resign from the
Company and all the above rights and obligations shall be taken by Party
B.
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Article
6 Party B promises:
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1,
Party B acquires the shares of Party A according to agreement has been
authorized by the board of shareholders of Party
B.
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2,
Party B promises that the name, location, registered capital and the
business scope of the Company shall not be changed after the Company
changes to a foreign investment company. All the original liabilities of
the Company shall also be taken by Party
B
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3,
Party B promises that all the original employees of the Company shall be
re-arranged and sign new engagement contracts after the company changes to
a foreign investment company.
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Article
7 Party A promises to transfer all shares to Party B according to this
agreement, and all shares are legally owned by Party A. Party A shall have
the rights of ownership and discretion. Party A promises that all
transferred shares have no questionable or guaranty responsibilities and
kept troves from third parties. Otherwise, Party A shall take all legal
responsibilities that cause by the
transferred.
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Article
8 Upon the effective date of this Agreement, each Party shall indemnify
the other from any losses arise out of breach by such party, including the
expectative loss.
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Article
9 Both Parties agree: all fees that arise in the shares transferring
according to this agreement shall be paid 50% respectively by both two
parties.
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10 the resolutions for dispute:
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1, Any dispute arising
from or in connection with this Agreement shall be solved in a friendly
way.
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2,
If both parties can not solve the dispute, any parties can submit to the
local people’s court, the people’s Court of Xxxx Xx District in Xxxxx Xxxx
City.
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Article
11 The complementary articles:
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1, This Agreement shall be
governed by and construed in accordance with the laws of in which this
agreement was signed.
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2,
Both parties shall not disclose or divulge to others including any kinds
of confidential information in this
agreement.
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Article
12 This Agreement is signed in Xxxx Xx District of Xxxxx Xxxx City on
March 4, 2008, and effective upon the approval by the
authority.
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Article
13 This Agreement is in 12 originals, one for each Party and the others
are for acquisition filing to the
authority.
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Party
A：
Date：March 1,
2008
Party
B：
Authorized
Representative：
Title：
Date：March 1,
2008
