Dated the 26th day of February 2007 Zhou Bizheng and SHANGHAI SHIHENG ARCHITECTURE CONSULTING CO., LTD
EXHIBIT
10.4
8 GENERAL
SIGNED by
Dated
the 26th
day of February 2007
Zhou
Bizheng
and
SHANGHAI
SHIHENG ARCHITECTURE CONSULTING CO., LTD
AGREEMENT
FOR SALE AND PURCHASE OF
ENTIRE
INTEREST IN THE REGISTERED CAPTIAL OF SHANGHAI
JIUMENG
INFORMATION TECHNOLOGY CO., LTD.
THIS
AGREEMENT
is
entered into on the 26th
day of
February 2007 in Shanghai.
BETWEEN:
| (1) |
Zhou
Bizheng,
(Holder of PRC ID Number 000000000000000000) of Room 1903, Xxxxxxxx
0, Xx.
0, Xxxx Xxxxx Xxxx, Xxxxxxxx, People’s Republic of China, (the
“Vendor”);
and
|
| (2) |
Shanghai
Shiheng Architecture Consulting Co., Ltd.,
a
limited liability company incorporated in Shanghai with its registered
office at Xx. 000, Xxx Xx Xxxx, Xxx Xx Xxxx, Xxxx Xx Xxxxxxxx, Xxxxxxxx,
People’s Republic of China and legal representative of Xxx Xxxxxx (the
“Purchaser”).
|
WHEREAS:
| 1. |
As
at the date of this Agreement, Shanghai Jiumeng Information Technology
Co., Ltd., originally named “Shanghai Jiumeng Information Service Co.,
Ltd”, (hereinafter “Shanghai
Jiumeng”),
is a limited liability company incorporated in Jingan district, Shanghai
on April 22, 2004, with registered capital of RMB5,500,000 fully paid.
|
| 2. |
As
at the date of this Agreement, the Vendor has full rights, interests,
and
control in the 100% interest in Shanghai Jiumeng.
|
| 3. |
As
at the date of this Agreement, Shanghai Huaqing Corporation Development
Ltd. (hereinafter “Shanghai
Huaqing”),
is a limited liability company incorporated in Jingan district, Shanghai
on July 10, 2000, with registered capital of RMB20,000,000 fully paid.
|
| 4. |
As
at the date of this Agreement, Shanghai Jiumeng owns 51% equity interest
in Shanghai Huaqing and Shanghai Jiumeng has full rights, interests
and
control in the 51% interest in Shanghai Huaqing.
|
| 5. |
Shanghai
Jiumeng has its office at Xxxx 000, Xxxx Xxxx Xxxxx, Xx. 0000, Xx Xxxxx
Road, Shanghai. Shanghai Huaqing has its office at 1st
floor, No. 708, Xxxxx Xxxx Road, Shanghai.
|
| 6. |
The
Vendor has agreed to sell and the Purchaser has agreed to purchase
the
entire interest in Shanghai Jiumeng and the 51% equity interest in
Shanghai Huaqing that Shanghai Jiumeng duly and legally owns ( the
“Sale
Interests”).
|
THEREFORE,
IT IS HEREBY AGREED BY THE VENDOR AND THE PURCHASER AS
FOLLOWS:
| 1. |
SALE
AND PURCHASE OF THE SALE
INTERESTS
|
| 1.1 |
As
at the date of this Agreement, the registered capital of Shanghai Jiumeng
and Shanghai Huaqing is Rmb5,500,000 and Rmb20,000,000 respectively.
Both
companies are validly existing and duly incorporated. The Vendor owns
100%
equity interest in the registered capital of Shanghai Jiumeng, and
Shanghai Jiumeng owns 51% equity interest in the registered capital
of
Shanghai Huaqing, being the shareholder of Shanghai Huaqing legally.
|
2
|
1.2
|
The
Vendor agrees to sell and the Purchaser agrees to buy the Sale Interests.
Upon completion of the transaction, the Purchaser shall assume all
the
rights and liabilities in Shanghai Jiumeng as the beneficial owner.
|
| 1.3 |
Within
five business days upon execution of the Agreement, the Vendor shall
present the legal documents to the Purchaser proving its beneficial
ownership in Shanghai Jiumeng and Shanghai Jiumeng’s beneficial ownership
in Shanghai Huaqing hereof.
|
| 2. |
CONSIDERATION
|
| 2.1 |
The
consideration for the sale and purchase of the Sale Interests shall
be
Rmb12,00,000 cash net. The Purchaser shall bear all the taxes related
to
the transaction.
|
| 2.2 |
The
consideration shall be satisfied by the Purchaser crediting Rmb12,000,000
in full amount to the account designated by the Vendor not later
than June
15, 2007.
|
| 3 |
REPRESENTATIONS
AND WARRANTS
|
| 3.1 |
Vendor’s
representations and
warrants
|
| 3.1.1 |
The
Vendor shall be actual beneficial owner of the 100% Sale Interests
in the
registered capital of Shanghai Jiumeng and Shanghai Jiumeng shall
be the
actual beneficial owner of the 51% Sale Interests in the registered
capital of Shanghai Huaqing and the Vendor has full rights, interests
and
control in this Sale Interests.
|
| 3.1.2 |
The
Vendor assures that no guarantee or security has been put against
the Sale
Interests of Shanghai Jiumeng and Shanghai Huaqing or the companies
themselves for his own liabilities or for any third party in any
forms
thereof.
|
| 3.1.3 |
The
Vendor assures that Shanghai Jiumeng will not sell its equity interest
in
the registered capital in Shanghai Huaqing to any party, and no
third-party interest has been put against the 51% Sale Interests
in
Shanghai Huaqing such as pledge, lien, etc. till the completion of
the
sale and purchase transaction.
|
| 3.1.4 |
The
Vendor has obtained all the approval, authorization or permits to
execute
this Agreement.
|
| 3.1.5 |
The
Vendor represents the aforesaid statements and warrants will remain
effective in all respects from date of signing of this Agreement
up to the
time of completion of this
Agreement.
|
| 3.1.6 |
The
Vendor assures that all the documents he presents are true, legitimate
and
effective in all respects thereof.
|
| 3.2 |
Purchaser’s
representations and
warrants
|
| 3.2.1 |
All
the beneficial owners of the Purchaser hereby jointly and severally
agree
to purchase the Sale Interests in Shanghai Jiumeng incl. the 51%
Sale
Interests in Shanghai Huaqing hereon, and agree to undertake all
the taxes
incurred in the sale and purchase of the Sale Interests.
|
3
| 3.2.2 |
The
Purchaser has obtained all the approval, authorization and permits
to
execute this Agreement.
|
| 3.2.3 |
The
Purchaser assures that the aforesaid statements and warrants will
remain
effective in all respects from the date of signing of this Agreement
up to
the time of completion of this
Agreement.
|
| 3.2.4 |
The
Purchaser assures all the documents it presents are true, legitimate
and
effective in all respects thereof.
|
| 4 |
CONFIDENTIALITY
|
Both the Vendor and the Purchaser shall keep all the known information and
documents in connection with this Agreement strictly confidential.
| 5 |
BREACH
OF THE AGREEMENT
|
| 5.1 |
In
the event that the Agreement fails to be executed due to the reason
caused
by the Vendor, i.e. the lien against the assets of Shanghai Huaqing,
etc.,
the Purchaser has the rights to terminate the Agreement and return
all the
documents, assets of Shanghai Jiumeng and Shanghai Huaqing, etc.
that it
received to the Vendor while with no liability to pay any usage fee
of
assets.
|
| 5.2 |
In
the event that the Agreement fails to be executed due to the reason
caused
by the Purchaser, i.e. the Purchaser fails to pay the consideration
in due
course, etc., the Vendor has the rights to terminate the Agreement,
the
Purchaser shall return all the documents, assets of Shanghai Jiumeng
and
Shanghai Huaqing, etc. to the Vendor and indemnify all the losses
incurred
hereof.
|
| 6 |
FREE
OF LIABILITIES
|
|
In
the event of any of the following happens which results in the
unenforceable of this Agreement, each party shall undertake the
obligation
to return the documents and assets it received to the other party
hereto.
|
|
6.1
|
Force
Majeure
|
|
No
party shall be liable for any failure to perform its obligations
in
connection with any unforeseeable and inevitable events such
as natural
disaster, or other cause beyond such party’s
reasonable control, each party shall take effective and timely
measure to
reduce the damage expansion and notify the other party within
three
business days. If the aforesaid event happens, each party shall
return the
assets obtained from the other party. Provided that the aforesaid
event
happens, the party fails to take effective and timely measure
to reduce
the damage expansion which results in the elevation of the damage
to the
other party, the party shall take the liability to compensate
the other
party for the loss resulted from
inaction.
|
|
6.2
|
Government
Action
|
|
After
the execution of this Agreement, the change of regulation,
policy or law
(excl. the unawareness to the current policy, regulation by
each party),
causes the Agreement unenforceable by both parties.
|
4
| 6.3 |
If
the events (as described in 6.1 and 6.2) happens, and provided that
the
sale and purchase transaction is yet not completed, the Agreement
will
terminate automatically, the Purchaser shall return the assets to
the
Vendor and pay the usage fee based on actual circumstances.
|
| 7 |
DISPUTE
SETTLEMENT
|
|
Any
dispute, controversy or claim arising out of or relating
to this
Agreement, shall be settled by negotiation and discussion
between both
parties in good faith. In the event that the dispute, controversy
or claim
cannot be solved through negotiation and discussion, this
dispute,
controversy or claim, as any parties requires, shall be submitted
and
settled in the jurisdiction of Peoples’ Court in Min Hang district,
Shanghai.
|
8 GENERAL
| 8.1 |
This
Agreement will be effective immediately upon duly signed by the Vendor
and
the Purchaser and stamped with company seal. Without the written
consent
by both parties, the rights and obligations under this Agreement
cannot be
changed;
|
| 8.2 |
Any
changes to the Agreement shall be submitted and covenanted in written
and
duly signed by both parties;
|
| 8.3 |
The
invalidation of any clause or some clauses in this Agreement will
not
impact the validity of other
clauses;
|
| 8.4 |
This
Agreement will be in four original copies, one copy with the Vendor
and
the Purchaser each, and the rest two copies are for the registration
purpose. Each copy shall be deemed as equally
authentic;
|
| 8.5 |
The
Vendor and the Purchaser can sign complementary agreement if necessary,
with the complementary agreement has the same effectiveness as this
Agreement.
|
IN
WITNESS
whereof
this Agreement has been duly executed by all parties hereto the day and year
first above written.
SIGNED by
ZHOU
BIZHENG
SIGNED
by
for
and
on behalf of
SHANGHAI
SHIHENG ARCHITECTURE CONSULTING CO., LTD.
5
