EXHIBIT 4.29
[Translated from Chinese original]
FRAMEWORK AGREEMENT
The Framework Agreement is entered into as of the date of September 10, 2007 in
Beijing, the People's Republic of China (the "PRC") by and among the following
parties:
PARTY A: FORTUNE SOFTWARE (BEIJING) CO, LTD.
Registered Address: Xxxx 000, Beijing Hangtian Jingmi Mansion, Xx. 00 Xxxxxxx
Xxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx, the PRC
PARTY B: XXXX XX
Address: Xxxx 000, Xxxxx X, XXXXX Xxxxx, Xx. 0, Jiangguomennei Avenue, Beijing,
the PRC
ID No.: 110108491204891
PARTY C: XXXX XXX
ADDRESS: XXXXX 0, XXXXX X, XXXXXXXXX XXXXXX, XX. 00 FINANCIAL STREET, XICHENG
DISTRICT, Beijing, the PRC
ID No. :370102197012163311
PARTY D: BEIJING GLORY CO, LTD.
Address: Xxxx 000, Beijing Hangtian Jingmi Mansion, Xx. 00 Xxxxxxx Xxxxx Xxxx,
Xxxxxxx Xxxxxxxx, Xxxxxxx, the PRC
Party A, Party B, Party C and Party D will each be referred to as a "Party" and
collectively referred to as the "Parties."
WHEREAS:
1. Party B is the current shareholder of Party D which has made registrations
at the Administration of Industry and Commerce authorities, and holding 55%
shares in Party D;
2. Party D is a limited liability company duly organized and validly existing
under the laws of the PRC;
3. Party A is a limited liability company duly organized and validly existing
under the laws of the PRC;
4. To finance the investment by Party B in Party D, Party A has entered into
the Loan Agreement with Party B on September 1, 2007, providing Party B
with loans of RMB 550,000. Pursuant to the Loan Agreement, Party B has
invested the full amount of the Loan in Party D's registered capital;
5. Party B intends to transfer its shares in Party D to Party C; and
6. Party C intends to enter into a loan agreement with Party A and get loan
from Party A as the purchase price paid to Party B.
FRAMEWORK AGREEMENT
THEREFORE, in accordance with the principle of sincere cooperation, mutual
benefit and joint development, through friendly negotiation, the Parties hereby
enter into the following agreements:
ARTICLE 1. SHARE TRANSFER
1.1 The Parties agree that Party B shall enter into a Share Transfer Agreement
with Party C ("Exhibit 1").
1.2 For the purpose of this Agreement, the Completion Day referred to herein
shall mean the date of completing the procedures of changing the
registration of Party D's shares at the industry and commerce
authorities(the "Completion Day"). From the Completion Day of shares
transfer, Party C shall replace Party B to enjoy all the rights and perform
all the obligations in relations to the Party B's transferred shares in
Party D.
1.3 The Parties shall take all the necessary actions to assist Party C and
Party D in completing all the necessary procedures of shares transfer until
the Completion Day.
ARTICLE 2. LOAN ARRANGEMENTS
2.1 The purchase price of shares held by Party B, purchased by Party C shall be
contributed in full amount by Party A. Without the consent of Party A,
Party C shall not use such Loan for the purposes other than paying for the
shares purchase price. Party C shall enter into a loan agreement with Party
A to the satisfaction of Party A, in accordance with the content and form
specified in Exhibit 2 attached hereto.
2.2 Party A agrees to offer the Loan to Party C after the execution of the loan
agreement with Party C, in accordance with the terms and conditions stated
herein.
ARTICLE 3. REPAYMENT OBLIGATION
3.1 Party B agrees to contribute its entire income obtained from selling the
shares in Party D in accordance with the Agreement, to perform its
repayment obligations to Party A under the Loan Agreement. The Loan
Agreement between Party B and Party A will be terminated when Party B pays
off all the loans in accordance with Article 4.2 hereof.
ARTICLE 4. PAYMENT AND OBLIGATION SET-OFF
4.1 In accordance with the Share Transfer Agreement, the Parties agree that the
share purchase price shall be paid by Party C to Party B directly on the
Completion Day; the Loan Agreement between Party A and Party B provides
that Party B may repay the loan by transferring its shares in Party D to
Party A or a third party designated by Party A to the extent permitted by
PRC laws; and the contemplated Loan Agreement to be entered into between
Party A and Party C provides that Party A will pay Party C the price for
acquiring Party B's shares. The Parties agree, the payment obligation of
Party C to Party B for the share purchase price under the Shares Transfer
Agreement, the repayment obligation of Party B under the Loan Agreement
between Party A and Party B, and loan extended by Party A under the Loan
Agreement between Party A and Party C, will set off one another. Upon the
completion of the aforesaid set-off , Party C is not required to make any
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other payments to Party B for the purpose of paying for the purchase price;
Party B is not required to make any other payments to Party A for the
purpose of repaying the loan; and Party A is not required to offer any loan
to Party C.
4.2 Notwithstanding the foregoing, when the set-off is completed, Party B shall
issue a receipt to Party C for all purchase price it received ("Party B's
receipt" attached hereto as Exhibit 3 ), and shall expressly acknowledge
Party C's payment obligation under the Share Transfer Agreement has been
fulfilled. Party A shall immediately issue a receipt to Party B for the
entire loan principal it received ("Party A's receipt", attached hereto as
Exhibit 4) after Party B issued the aforesaid party B's receipt, and shall
expressly acknowledge Party B's payment obligation under the Loan Agreement
has been fulfilled. Party C shall issue immediately a receipt to Party A
for the entire loan principal it received ("Party C's receipt", attached
hereto as Exhibit 5) after Party B issued the aforesaid party B's receipt
and Party A has issued the aforesaid Party A's receipt, and shall expressly
acknowledge Party A's payment obligation under the Loan Agreement has been
fulfilled out.
ARTICLE 5. CONFIDENTIALITY
Without prior approval of the parties, any party shall keep confidential the
content of the Agreement, and shall not disclose to any other person the content
of the agreement or make any public disclosure of the content hereof. However,
the article does not make any restrictions on (i) any disclosure made in
accordance with relevant laws or regulations of any stock exchange; (ii) any
disclosed information which may be obtained through public channels, and is not
caused so by the defaulting of the disclosing party; (iii) any disclosure to
shareholders, legal consultants, accountants, financial consultants and other
professional consultants of any parties.
ARTICLE 6. NOTIFICATION
6.1 Any notice, request, requirement and other correspondences required by the
agreement or made in accordance with the agreement, shall be made in
written form and sent to the addresses of the parties first above written
herein.
6.2 Notices hereunder shall be sent to the other party's address and/or number,
by ways of personal delivery, prepaid registered airmail, acknowledged
carrier or fax. Such notices shall be deemed to have been effectively given
on the following dates: (1) notices delivered by person shall be deemed to
have been effectively served on the date of personal delivery; (2) notices
sent by prepaid registered airmail shall be deemed to have been effectively
served on the seventh day after the day they were delivered for mailing (as
indicated by the postmark); (3) notices sent by courier service shall be
deemed to have been effectively served on the third day after they were
delivered to an acknowledged courier; (4) notices sent by facsimile shall
be deemed to have been effectively served on the first working day after
being transmitted.
ARTICLE 7. DISPUTE RESOLUTION
7.1 Any dispute arises from the interpretation or performance of terms hereof
by the parties, shall be settled through friendly consultation. If the
parties fail to make an written agreement after consultation, the dispute
shall be submitted for arbitration in accordance with the agreement. The
arbitration shall be final and exclusive. Unless otherwise expressly
stipulated herein, any party waives expressly its right to submit a dispute
to court for a legal action, and the waiver is irrevocable.
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FRAMEWORK AGREEMENT
7.2 The arbitration shall be submitted to China International Economic and
Trade Arbitration Committee ("Arbitration Committee") to be arbitrated in
accordance with then-in-force arbitration rules. The place of arbitration
shall be Beijing. Unless otherwise stipulated in the arbitration award, the
arbitration fee (including reasonable attorney fees and expenses) shall be
borne by the losing party.
ARTICLE 8. MISCELLANEOUS
8.1 The failure or delay of any party hereof to exercise any right hereunder
shall not be deemed as a waiver thereof, nor any single or partial exercise
of any right preclude further exercise thereof in future by the party.
8.2 The headings of articles herein are provided for the purpose of index. Such
headings shall in no event be used or affected interpretations of the terms
herein.
8.3 The conclusion, effectiveness, interpretation of the agreement and the
settlement of disputes in connection therewith, shall be governed by laws
of People's Republic of China.
8.4 Each party hereunder concludes the agreement with legal purpose. Each term
hereof is severable and independent from the others. If at any time one or
more of such terms is or becomes invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining terms hereof shall
not in any way be affected thereby; and the parties shall make every
endeavor to negotiate and arrive at new terms to substitute the invalid,
illegal and unenforceable terms, and preserve as near as possible business
purposes of the original terms.
8.5 Upon the effectiveness of the agreement, the parties shall fully perform
the agreement. Any modifications of the agreement shall only be effective
in written form, through consultations of the Parties, and obtained
necessary authorization and approval by Party A, Party D and Party B
respectively.
8.6 Matters not covered in the agreement shall be dealt with in a supplementary
agreement, and annexed hereto. The supplementary agreement shall have the
same legal force as the agreement.
8.7 The agreement is executed in four original copies, and are equally
authentic. Each party hereto shall hold one copy.
8.8 The agreement shall be effective upon execution.
(The reminder of this page is intentionally left blank.)
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Exhibit 1
Share Transfer Agreement
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Exhibit 2
Loan Agreement
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Exhibit 3
Party B Receipt
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Exhibit 4
Party A Receipt
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Exhibit 5
Party C Receipt
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[Signature page, no body text]
The Frame Agreement is executed by the following parties:
Party A:
Seal:
Authorized Representative (signature):
Party B:
(signature):
Party C:
(signature):
Party D:
Seal:
Authorized Representative (signature):
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