EXHIBIT 4.8
SHENYANG XINJINBEI INVESTMENT AND DEVELOPMENT CO., LTD.
EQUITY TRANSFER AGREEMENT
Transferor: Shenyang Automobile Industry Asset Management Company Limited
Transferees: Shenyang Xing Yuan Dong Automobile Component Co., Ltd.
Shenyang Jinbei Automotive Industry Co., Ltd.
December 16, 2003
Whereas, Shenyang Xinjinbei Investment and Development Co. Ltd. (hereinafter
referred to as "Jinbei Development") is a company with limited liabilities
registered and incorporated in Shenyang under the laws of PRC, with a registered
capital of RMB 1.5 billion;
Whereas, Shenyang XingYuan Dong Automobile Component Co., Ltd. (hereinafter
referred to as "Xing Yuan Dong") currently holds 90% of the equity of Xinjinbei
Development, while Shenyang Automobile Industry Asset Management Company Limited
(hereinafter referred to as "SAIAM") currently holds 10% of the equity of
Xinjinbei Development;
Whereas, SAIAM intends to transfer to Xing Yuan Dong the 9% equity it holds in
Xinjinbei Development, and to Shenyang Jinbei Automotive Industry Co., Ltd.
(hereinafter referred to as Jinbei Industry) the 1% equity it holds in Xinjinbei
Development, while Xing Yuan Dong and Jinbei Industry agree to accept the
transfer of such equity held by SAIAM in Jinbei Development pursuant to the
terms and conditions hereunder.
NOW THEREFORE, the Parties reach the following agreement through friendly
consultation:
ARTICLE 1 PARTIES TO THE AGREEMENT
1.1 Transferor:
Shenyang Automobile Industry Asset Management Company Limited
Address: Xx. 0, Xxxxx Xx, Xxxxxx Property Development Zone,
Shenyang New High-Tech Development District
Legal Representative: HE, Guohua
1.2 Transferees:
Shenyang XingYuan Dong Automobile Component Co., Ltd.
Address: Xx. 00, Xxxxxx Xxxxxxxx Xxxxxxxxxxx Xxxx,
Xxxxxxxx New High-Tech Development District
Legal Representative: HONG, Xing
Shenyang Jinbei Automotive Industry Co., Ltd.
Address: Xx. 00, Xxxxxxxxxx Xx, Xxxxxx Xxxxxxxx, Xxxxxxxx
Legal Representative: HE, Guohua
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ARTICLE 2 TRANSFER OF EQUITY
2.1 SAIAM agrees to transfer to Xing Yuan Dong and Jinbei Industry 9%
equity and 1% equity, respectively, that it holds in Xinjinbei
Development, and Xing Yuan Dong and Jinbei Industry each agrees to
accept the transfer of such equity in Xinjinbei Development. Upon the
consummation of the above equity transfer, Xing Yuan Dong shall hold
99% and Jinbei Industry shall hold 1% of the equity in Xinjingbei
Development.
2.2 The Parties hereby acknowledge that, the equity transfer contemplated
in the above Article 2.1 shall be a transfer including rights, i.e.,
upon the consummation of such equity transfer, Xing Yuan Dong and
Jinbei Industry shall enjoy all respective rights of the equity thus
transferred in proportion of their share of equity, including the
accumulated undistributed profits, capital reserve fund or surplus
fund, gain on net assets (if any) in the respective percentages.
2.3 Xing Yuan Dong, as the sole shareholder in Xinjinbei Development other
than SAIAM, hereby agrees to waive the preemptive right to purchase the
1% equity which SAIAM intends to transfer to Jinbei Industry pursuant
to this Agreement.
ARTICLE 3 PRICE OF EQUITY TRANSFER AND PAYMENT
3.1 The Parties hereby agree that the price for the transfer of the
aforesaid equity shall be paid as follows: Xing Yuan Dong and
Xinjingbei Industry shall pay XXX 000 xxxxxxx xxx XXX 15 million,
respectively, to SAIAM.
3.2 SAIAM, Xing Yuan Dong and Jinbei Industry shall each pay for their
respective taxes incurred during the above equity transfer.
3.3 The Parties hereby acknowledge that payment of the price for the above
equity transfer shall be made to the bank account designated by SAIAM
within 30 days of the effectiveness of this Agreement.
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE TRANSFEROR
For the purpose of this Agreement and for the benefit of the
Transferee, SAIAM hereby represents and warrants to Xing Yuan Dong and Jinbei
Industry as follows:
4.1 Xinjinbei Development is an enterprise duly incorporated and registered
according to the conditions and procedures required by the PRC laws,
which incorporation has obtained all necessary government approvals and
permits;
4.2 SAIAM lawfully owns the equity that it intends to transfer pursuant to
this Agreement, and has the right to transfer such equity in its own
name.
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4.3 SAIAM has not created on the equity that it intends to transfer any
interest for the benefit of any third party, or any mortgage or other
similar security interest with any third party as the obligee;
4.4 SAIAM has taken all corporate actions and necessary legal procedures
required by law for the execution of this Agreement. SAIAM's execution
of this Agreement does not violate any law applicable to it, nor does
it violate other contracts that it has entered into with any third
party.
ARTICLE 5 REPRESENTATION AND WARRANTIES OF THE TRANSFEREE
For the benefit of SAIAM, Xing Yuan Dong and Jinbei Industry each
represents and warrants to SAIAM as follows:
5.1 It is a company duly organized and validly existing under the PRC laws,
and has the full capacity to accept the transfer of such equity in its
own name;
5.2 It has taken all corporate actions and necessary legal procedures
required by law for the execution of this Agreement. Its execution of
this Agreement does not violate any law applicable to it, nor does it
violate other contracts that it has entered into with any third party.
5.3 It will provide assistance for the completion of the approval
procedures and registration procedures in connection with such equity
transfer, including the provision of necessary documents and material.
5.4 It hereby acknowledges that it has fully understood the creditor's
rights and debts as well as the operation status of Xinjinbei
Development, and fully agrees to accept the equity to be transferred
based on the current status of Xinjinbei and the transfer price
provided in this Agreement.
ARTICLE 6 DELIVERY OF TRANSFERRED EQUITY
6.1 The Parties agree that SAIAM, Xing Yuan Dong and Jinbei Industry
together shall unconditionally complete the formalities of amending
industry and commerce registration with the administrative authority of
industry and commerce with which Xinjinbei Development is registered to
ensure that Xing Yuan Dong and Jinbei Industry both become the lawful
holders of the equity transferred.
6.2 Upon the date of completion of amendment of industry and commerce
registration, Xing Yuan Dong and Jinbei Industry shall become
shareholders holding 99% and 1% equity, respectively, in Xinjinbei
Development, be entitled to the rights of shareholders, and assume the
obligations of shareholders.
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ARTICLE 7 EFFECTIVENESS, AMENDMENT AND TERMINATION
7.1 This Agreement shall not become effective until signed by the
authorized representatives of the Parties.
7.2 Unless otherwise required by law, the amendment and termination of this
Agreement shall only become effective by written agreement of reached
through consultation by the Parties.
ARTICLE 8 SETTLEMENT OF DISPUTES
8.1 All disputes arising out of or in connection with this Agreement shall
be settled by the Parties through friendly consultation, failing which,
or in the event that one Party is unwilling to settle the dispute
through consultation, any Party may submit the dispute to a competent
people's court in Shenyang for resolution.
8.2 Disputes referred to in this Agreement shall mean all disputes among
the Parties in relation to, among other things, the effectiveness,
interpretation, performance, breach liabilities, amendment,
cancellation and termination of this Agreement.
ARTICLE 9 MISCELLANEOUS
9.1 The annexes hereto constitute an integral part of this Agreement, which
shall have the same force as this Agreement.
9.2 This Agreement and the annexes hereto constitute the complete agreement
among the Parties, and shall supersede all correspondences, statements,
agreements or other documents prior to the execution of this Agreement.
9.3 There are six counterparts of this Agreement, with each Party holding
one counterpart, Shenyang Xinjinbei Investment and Development Co.,
Ltd. holding one counterpart, and the rest submitted to the relevant
authorities for completing the formalities of amending the
registration. Each counterpart shall have the same force.
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TRANSFEROR:
SHENYANG AUTOMOBILE INDUSTRY ASSET MANAGEMENT COMPANY LIMITED
Authorized Representative: /s/ Guohua He
---------------------------------
Dated: December 16, 2003
TRANSFEREES:
SHENYANG XING YUAN DONG AUTOMOBILE COMPONENT CO., LTD.
Authorized Representative: /s/ Xing Hong
---------------------------------
Dated: December 16, 2003
SHENYANG JINBEI AUTOMOTIVE INDUSTRY CO., LTD.
Authorized Representative: /s/ Guohua He
---------------------------------
Dated: December 16, 2003
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