AGREEMENT FOR DIVES TMENT OF SHENZHEN P ENGSANGPU
AGREEMENT
FOR DIVES TMENT OF SHENZHEN P ENGSANGPU
This Agreement for Di vestment is entered into on July 6th, 2009 by and between:
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(A)
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Beijing Deli Solar Technology
Development Co Ltd (“Deli Solar (Beijing)”) with corporate
headquarter office at 3/F, West Wing of Xxxxxxxx Xxxxx, 00X Xxxxx
Xxxxxxx Xxxx, Xxxxxxx, Xxxxx, 000000, and represented herein by Deli Du in
his capacity as CEO of Deli Solar (Beijing) (“Seller”) which is the
existing controlling shareholder of Shenzhen PengSangPu Solar Industrial
Products Corporation (“SZPSP”), and
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(B)
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Renzheng Qiu, identified
with Identification Card No. 441426580819003 and residential registration
at Xxxxx 000, Xx.00 Xxxxxxxxxx Xxxxxx, Xxxxxxx Xxxxxx, Xxx’an
District, Shenzhen, Guangdong Province, China,
Xxxxxx Xxxx, identif ied
with Identification Card No. 441426196104060039 and residential
registration at Xxxxx 000 , Xx.00, Xxxxxxxxxx Xxxxxx,
Xxxxxxx Xxxxxx, Xxx’an District, Shenzhen, Guangdong Province, China,
and
Xxx Xxx, identified with
Identification Card No. 650300196 604100016 and residential registration
at Suite 0-000, Xxxx Xxxx of Gongbeiqian River, Xiangzhou District,
Zhuhai, Guangdong Province, China,
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in their
capacity as recipient shareholders (“Recipients”) of SZPSP with sufficient
authority to enter into this Agreement (“Divestment Agreement”)
This Agreement for Divestment is entered into according
to the following terms and
conditions:
1
The two parties agree that The Equity Purchase Agreement and Complementary
Agreement to the Equity Purchase Agreement signed on January 9th, 2008 and the
Supplementary Agreement on Terms, Pricing and Payment signed on March 25,
2008 shall be terminated upon April 1, 2009. The two parties agree that the
benchmark date of the divestment is April 1st, 2009, after which SZPSP i s no
longer considered as a subsidiary of Deli Solar (Beijing).
2
Party A shall receive full refund of RMB28.8 million yuan in cash and 939,364
shares in common stock, effective immediately after the Signing
Date.
Party A
so far has obtained a combination of RMB 12,960,486.30 yuan in cash from Party B
before the signing of this Agreement and therefore, the pending cash payment for
Party B shall be RMB 15,839,513.70 yuan. The pending payment shall be se ttled
in two installments within the following two months of the Signing Date. The
first Installment of RMB8 million shall be settled within 10 days after the
Signing Date, while the remaining amount shall be settled within two months of
the Signing Date.
3
Delay in payment by Party B within the two months s tipulated in this Agreement
shall be subject to a penalty equal to 3% of the pending payment for every
delayed day; If the delay in payment exceed s the two months period stipulated
in this Agreement, Party B shall be subjective to a penalty equal to 5% of the
pending payment for every delayed day.
4
Common Stock Certificates of China Solar & Clean Energy Solutions, Ltd
(“China Solar”) as equity consideration for the acquisition of SZPSP shall be
returned to Party A upon signing of this Agreement. The number of common stock
of China Solar held by Renzheng Qiu, Xxxxxx Xxxx and Xxx Xxx is 407,064, 266,150
and 266,150, respectively.
5
Besides the full refund of the invest ment as described in article two, Party B
agree to the amount to be transfer ed to party A as an additional payment in
relation with the net profit from April 1st, 2008
to March 31st, 2009,
the amount will be discussed and identified by the two parties in the
future.
6
Party B shall fulfill obligations stipulated in this Agreement.
7
Both par ties agree to keep confidential of the business information related
with the transaction unless it is otherwise disclosed in written or obtained
from public sources.
8
This Agreement shall supercede all previous agreements, written or oral, and be
effective as of the Signing Date.
9
Disputes arising between the two Parties during the course of execution of this
Agreement shall be resolved through friendly negotiation and be subjective to
local jurisdiction.
10
The Agreement shall be effective upon the signing by the two
parties.
11 The
Agreement shall be held in four copies of the same form. Party A shall preserve
one copy a nd the three Recipients of Party B shall preserve one copy each with
the same legal effect.
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(A)
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Beijing
Deli Solar Technology Development Co Ltd
Legal
and authorized representative: Deli Du Signature): Date July 6,
2009
/s/
Du Deli
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Recipient
Shareholders of Shenzhen PengSangPu Solar Industrial Products
Corporation
Renzheng
Qiu (Signature): Date June 30, 2009
/s/
Qiu Renzheng
Xxxxxx
Xxxx (Signature): Date June 30, 2009
/s/
Xxxx Xxxxxx
Xxx
Xxx (Signature): Date June 30, 2009
/s/
Luo Bin
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