Stock Consignment Agreement
Exhibit
10.2
The
following form of stock consignment agreement was entered into on December
30,
2005 by each of the parties listed on the following table.
|
Consignor
|
%
of Shares of Beijing HollySys Consigned
|
|
Plus
View Investments Limited
|
9.88%
|
|
Pioneer
Sum Investments Limited
|
6%
|
|
Ace
Lead Profits Limited
|
14.23%
|
|
Acclaimed
Insight Investments Limited
|
24%
|
|
Allied
Earn Investments Limited
|
20%
|
|
TOTAL
|
74.11%
|
This
Stock Consignment Agreement (Hereinafter called the “Agreement”) is entered into
on December 30, 2005 between the following Parties:
|
(1)
|
____________________________________
(Hereinafter called “Party A”); and
|
|
(2)
|
Gifted
Time Holdings Limited (Hereinafter called “Party
B”).
|
WHEREAS:
|
(1)
|
Party
A and ______________________ have entered into a Shares Consignment
Agreement (Hereinafter called “Consignment Agreement”), pursuant to which
________________ consigns ______________ shares, representing
_______% of the total shares, that he holds, of Beijing Hollysys
Co., Ltd,
to Party A; and
|
|
(2)
|
Party
A and Party B agree that under the terms of this Agreement, Party
A
transfers the rights he enjoys under the Consignment Agreement to
Party
B.
|
Therefore,
Party A and Party B enter into this Agreement based on the following
terms:
|
1.
|
ASSIGNMENT
|
|
1.1
|
Party
A agrees that under the terms of this
Agreement, Party A transfers any and
all the rights he enjoys under the Consignment
Agreement (Hereinafter
called “‘Shares Consignment Rights”) to Party B, which is set out in the
terms of the Consignment Agreement in
Appendix
1.
|
1
|
1.2
|
Party
B agrees that under the terms
of this Agreement, Party
B accepts the
Shares Consignment Rights
that Party A enjoys under
the Consignment
Agreement.
|
|
2.
|
CONSIDERATION
|
|
2.1
|
Both
Parties
agree
that
Party
B
shall
pay
for
the
aforesaid
Shares
Consignment
Rights
by
issuance
of
common
stock
to
Party
A.
|
|
2.2
|
Both
Parties
agree
that
Party
B
shall,
on
the
effective
date
of
this
Agreement,
issue
__________ shares
of
common
stock,
representing
________%
of
the
outstanding
total
capital
stock.
|
|
3.
|
BOTH
PARTIES’
WARRANTIES,
REPRESENTATION
AND
UNDERTAKING
|
|
3.1
|
Party
A’s
warranties,
representations
and
undertakings.
|
| 3.1.1 |
Party
A has the authorization to sign this Agreement, and to perform the
terms
and provisions under this
Agreement.
|
| 3.1.2 |
Party
A warrants that it has not signed any contracts or agreements conflicting
with this Agreement, and will not assign the rights and obligation
to any
third party under this Agreement.
|
| 3.1.3 |
For
the purpose of complete implementation of this Agreement, Party A
undertakes that it shall take all necessary further actions, acts
and make
and execute all documents to perform all the terms in this
Agreement.
|
|
3.2
|
Party
B’s warrants, representations and
undertakings:
|
| 3.2.1 |
Party
B has the authorization to sign this Agreement, and to perform the
terms
and provisions under this
Agreement.
|
| 3.2.2 |
Party
B warrants that it has not signed any contracts or agreements conflicting
with this Agreement, and will not assign the rights and obligation
to any
third party under this Agreement.
|
| 3.2.3 |
For
the purpose of complete implementation of this Agreement, Party B
undertakes that it shall take all necessary further actions, acts
and make
and execute all documents to perform all the terms in this
Agreement.
|
|
4.
|
FORCE
MAJEURE
|
|
4.1
|
Neither
Party shall be
liable to the
other for any
delay or failure
to perform its
obligation under
this Agreement,
if such failure
or delay is due
to force
majeure.
|
|
5.
|
DEFAULT
|
|
5.1
|
After
the
effective
date
of
this
Agreement,
it
may
constitute
default,
if
either
Party
is
in
breach,
nonperforming,
or
partly
performing
terms
of
this
Agreement,
or
is
in
breach
of
any
warranties,
representations
and
undertakings
of
this
Agreement.
The
non-defaulting
Party
can
allow
the
defaulting
Party
to
cure
such
default
in
a
reasonable
time
period.
If
the
defaulting
Party
does
not
cure
within
the
reasonable
time
period,
the
non-defaulting
Party
shall
be
entitled
to
terminate
the
Agreement,
and
hold
the
defaulting
Party
liable
for
all
the
damages
and
economic
loss
resulting
from
the
defaulting
Party’s
default.
The
economic
loss
shall
not
exceed
the
amount
that
defaulting
Party
could
anticipate
or
should
anticipate
as
of
the
date
of
this
Agreement.
|
2
|
6.
|
EFFECTIVE
DATE
|
|
6.1
|
This
agreement
is effective
from the
date of
signing
(if it
is signed
by a
designated
person,
a letter
of the
power of
attorney
is
necessary).
|
|
7.
|
GOVERNING
LAW
AND
DISPUTE
RESOLUTION
|
|
7.1
|
The
effectiveness,
interpretation,
implementation
and
dispute
resolution
related
to
this
Agreement,
shall
be
governed
by
the
laws
of
the
British
Virgin
Islands.
|
|
7.2
|
Any
dispute arising out of this Agreement,
including but not limited to
execution, enforcement, implementation,
interpretation, default,
modification, and termination, shall be
resolved by both Parties through
mutual negotiation. If both Parties could
not reach an agreement within 30
days after the dispute arises, either Party
may initiate legal action in
the competent jurisdiction. The recovering
Party can ask the other Party
to pay for all professional service (including
but not limited to legal
counsel service) costs in the litigation
and other related
costs.
|
|
7.3
|
During
the process of dispute resolution, both
Parties shall continue to perform
other terms under this Agreement, except
for matters in
dispute.
|
|
8.
|
MODIFICATION,
CANCELLATION,
TERMINATION
|
|
8.1
|
The
modification of this Agreement
shall not be effective without
written
agreement through negotiation.
If both Parties could not reach
an
agreement, this Agreement remains
effective.
|
|
8.2
|
Both
Parties may agree to
cancel this Agreement
with written
agreement.
|
|
9.
|
GENERAL
PROVISIONS
|
|
9.1
|
Both
Parties may sign
a supplemental agreement
regarding to related
matters of
this Agreement. The
supplemental agreement
and this Agreement
have the
same
effect.
|
|
9.2
|
All
the appendix
hereto is an
integral part
of this Agreement,
which has the
same effect as
this
Agreement.
|
|
9.3
|
This
agreement
is written
in both
English
and Chinese
languages.
If there
is
any discrepancy
between
the two
versions,
the Chinese
version
shall
prevail.
This Agreement
is executed
in two
copies,
one copy
for each
Party,
and both
Parties
may execute
the
duplicate.
|
3
IN
WITNESS WHEREOF, the Parties hereto have caused their duly authorized
representatives to executive this Agreement.
For
and
on behalf of:
GIFTED
TIME HOLDINGS LIMITED
4
IN
WITNESS WHEREOF, the Parties hereto have caused their duly authorized
representatives to execute this Agreement.
For
and on behalf of:
| /s/ Luo An | |||
|
PLUS VIEW INVESTMENTS LIMITED |
|||
| /s/ Xxxx Xx | |||
|
GIFTED TIME HOLDINGS LIMITED |
|||
5
IN
WITNESS WHEREOF, the Parties hereto have caused their duly authorized
representatives to execute this Agreement.
For
and
on behalf of:
| /s/ Mei Qinglin | |||
|
PIONEER SUM INVESTMENTS LIMITED |
|||
| /s/ Xxxx Xx | |||
|
GIFTED TIME HOLDINGS LIMITED |
|||
6
IN
WITNESS WHEREOF, the Parties hereto have caused their duly authorized
representatives to execute this Agreement.
For
and
on behalf of:
| /s/ Wang Changli | |||
|
ACE LEAD PROFITS LIMITED |
|||
| /s/ Xxxx Xx | |||
|
GIFTED TIME HOLDINGS LIMITED |
|||
7
IN
WITNESS WHEREOF, the Parties hereto have caused their duly authorized
representatives to execute this Agreement.
For
and
on behalf of:
| /s/ Xu Shengheng | |||
|
ACCLAIMED INSIGHT INVESTMENTS LIMITED |
|||
| /s/ Xxxx Xx | |||
|
GIFTED TIME HOLDINGS LIMITED |
|||
8
IN
WITNESS WHEREOF, the Parties hereto have caused their duly authorized
representatives to execute this Agreement.
For
and
on behalf of:
| /s/ Song Xuesong | |||
|
ALLIED EARN INVESTMENTS LIMITED |
|||
| /s/ Xxxx Xx | |||
|
GIFTED TIME HOLDINGS LIMITED |
|||
9
