Exhibit 10.71
AGREEMENT ON EQUITY TRANSFERENCE
NO: MYWEB0012
Dated: Dec 25th, 2000
This Agreement on Equity Transference (hereinafter referred to as "The
Agreement") is made by and between XXXXXXXX.XXX (hereinafter referred to as
"Party A") and Beijing BE&E Group (hereinafter referred to as "Party B") on the
25th day of December, 2000 with Beijing East Trade Investment Consultant Co.
Ltd. as the CONSULTANT.
DEFINITIONS:
1 Before the transference, Myweb Network System (Beijing) Co. Ltd.
(register code:) is an enterprise wholly owned by foreign investors
established in accordance with the laws of the People's Republic of China
within the territory of P.R.C. with the status of a legal person. After
the transference Myweb Network System (Beijing) Co. Ltd. shall be a
Chinese-Foreign Equity Joint-Venture registered in the People's Republic
of China in accordance with the laws of the People's Republic of China
with the status of a legal person. The name MYWEBCO shall be used to refer
to Myweb Network System (Beijing) Co. Ltd. before or after the equity
transference throughout the context of this Agreement.
2 XXXXXXXX.XXX(AMEX:MWB) is a company registered in the United States
headquartered in San Francisco, with operational and representative
offices in Singapore, Malaysia and China. It is publicly listed in
NASDAQ-AMEX with "MWB" as its symbol.
3 Beijing BE&E Group is a company registered in the People's Republic of
China headquartered in Beijing. [Register code: 110108142802 (1-1) ]. Its
company name in Chinese is:
4 Beijing East Trade Investment Consultant Co. Ltd. is a company
registered in the People's Republic of China headquartered in Beijing.
[Register code: 1101052146659]. Its company name in Chinese is ________,
which is the Consultant on matters concerning the equity transference
transaction.
I. EQUITY TRANSFERENCE
1.1 The payment schedule of Party B shall be as follows: (a) RMB500,000 will be
deposited into MYWEBCO's bank account within 5 working days after signing of the
Agreement; (b)RMB500,000 will be deposited into MYWEBCO's bank account not later
than January 15th, 2001; (c) The remaining RMB2,000,000 will be deposited into
MYWEBCO's bank account not later than February 5th , 2001. The total investment
of RMB 3,000,000 (3 million RMB) is to
exchange for 18% of MYWEBCO shares.
1.2 Taking into consideration of the actual value of Party A's assets as well as
the positive influence on business of MYWEBCO to be expected from such
investment of Party B, Party A consents that Party B gets an extra 4% share from
MYBWEBCO as a reward for such contribution. Thus, Party B shall own 22% of
MYWEBCO's total share after the RMB3,000,000 of investment.
1.3 Party B reserves the right to increase its investment in MYWEBCO within six
months hereafter. The percentage of share in MYWEBCO acquired by such further
investment shall still be calculated according to MYWEBCO's registered capital
at the time. To note that Party A's share of MYWEBCO shall at all times exceed
55%.
1.4 Party B shall have the option to convert their shares in MYWEBCO after the
investment into newly issued capital stock certificates of equivalent value
within one year after signing of this Agreement. The investment amount
convertible into capital stock certificates shall also include further
investment in MYWEBCO by Party B or other eligible investors after the first
investment installment referred to herein. The purchase price of the newly
issued capital stock certificates is set at the closing price of XXXXXXXX.XXX
stocks one day prior to the signing of this Agreement. The converting exchange
rate is set at the selling price of US dollar cash by Bank of China on the day
that this Agreement is signed.
1.5 Party B is entitled to transfer its MYWEBCO share to a Third Party, provided
that a written consent shall be obtained from Party A in advance and that Party
A shall enjoy priority over any other Party or Parties, with the exception of
Party B transferring its share in MYWEBCO to the Consultant.
1.6 Within one year after signing of this Agreement Party B or the Consultant
are entitled to : a) purchase up to a maximum of ONE million XXXXXXXX.XXX's
newly issued capital stock certificates at a 40% discount based on the weighted
moving average price over 21 days prior to the date of purchase. b) purchase an
additional ONE million XXXXXXXX.XXX's newly issued capital stock certificates at
a 20% discount based on the weighted moving average price over 21 days prior to
the date of purchase. c) after completion of a) and b) purchase an additional
800,000 XXXXXXXX.XXX's newly issued capital stock certificates at no discount
based on the weighted moving average price over 21 days prior to the date of
purchase.
1.7 Party A shall guarantee that Party B and the Consultant could exercise their
rights as stipulated in Article 1.4 and Article 1.6 within 10 working days after
a formal notice is issued to Party A. Within fifteen working days after signing
of this Agreement Party A shall provide Party B and the Consultant with a Legal
Notification of XxXxxXxx.Xxx, in which the procedures for Party B and the
Consultant to exercise their rights as per the stipulations of Article 1.4 and
Article 1.6.
II. BOARD OF DIRECTORS
After the investment of Party B is materialized, MYWEBCO shall establish a
five-member Board
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of Directors, among which two seats, including the position of the Chairman, are
reserved for Party B.
III. After the transference, a general manager nominated by Party A is
responsible for the overall management of MYWEBCO.
IV. STATEMENT, GUARANTEE AND UNDERTAKING BY PARTY A
Party A hereby makes the following statement:
4.1 Ownership of the Assets
Upon or before the date of the transaction, Party A is the only legal owner of
the benefits of the assets and the said assets are not under any forms of
dispute for right of lien, custody, mortgage, right of pledge, or subject to any
form of dispute for ownership or claims.
4.2 State of the inventory
All inventories are in good form and conform to safety and environmental
standards of PRC. All finished and unfinished products as shown in the books are
in good form and ready for sale and are not under any forms of dispute for right
of lien, custody, mortgage, right of pledge, or subject to any form of dispute
for ownership or claims.
4.3 Business Development
After investment of Part B into MYWEBCO, Party A will make business development
strategy in reference of Party B's suggestion. If Party B is able to promote
MYWEBCO's business substantially. Party A will consider the possibility of
exchanging shares of itself with share of Part B's enterprise to work more
closely together.
V. MISCELLANEOUS
5.1 Law of Agreement
The validity, construction and performance of this Agreement shall be governed
by the laws of the People's Republic of China. Party A shall be responsible of
procedures concerning state changing of MYWEBCO and equity transference to Party
B according to laws concerned. Party A and Party B confirm that their activities
concerning the equity transference are lawful and Party B shall provide
documents necessary for equity transference and changing the state of MYWEBCO in
5 working days on Party A's request.
5.2 Consisting Parts of the Agreement
All agreements necessary for the transaction are totally included in this
agreement (including attachments that are inseparable part of the agreement).
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5.3 Schedule
Party A shall acknowledge the schedule of making the equity transference and
relevant state changing of MYWEBCO in written form to Party B.
5.4 Violation of the Agreement
Any party concerned that violates the agreement has the responsibility of
repaying other parties for any direct or indirect loss and diminishing of
expected returns due to the violation in the form of reparations. And an
indemnity of RMB 300,000 is payable to other parties concerned by the Party that
signs the agreement but fails to perform responsibilities stipulated in the
agreement.
5.5 Solution of Disputes
In case any party concerned cannot agree on an article of the agreement, the
dispute(s) should be presented to China International Economic & Trade
Arbitration Committee (hereinafter CIETAC) for arbitrage according to principles
of CIETAC. The arbitrage should be made in Beijing, and working language during
the arbitrage activity should be Chinese and English.
5.6 Waiving of Rights and Modification of the Agreement
Any modification of the Agreement should be made in light of signed documents by
the three parties concerned, and waiving of rights and interests in articles of
the agreement shall be made in a written statement signed by the party that
waives those rights.
5.7 Language
This agreement is written in English and in Chinese. And the articles in both
languages are equally authentic and effective. All parties confirm that articles
in both languages are all read and of the same content.
5.8 This agreement has six original documents with three in Chinese and three in
English. Each party signing the agreement possesses two Chinese ones and two
English ones.
5.9 The agreement is valid on the date shown on the first page of the agreement
when lawful representatives of the three parties concerned sign it.
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PARTY A : MYWEB XXX.XXX
REPRESENTATIVE: Stamped & Signed
PARTY B : BEIJING BE&E GROUP
REPRESENTATIVE: Stamped & Signed
THE CONSULTANT: BEIJING EAST TRADE CONSULTANT XX.XXX.
REPRESENTATIVE: Stamped & Signed
