Jiangxi 21st Century Wonderland Culture Spreading Co., Ltd. Equity Transfer Agreement
Jiangxi
21st
Century Wonderland
Culture Spreading Co., Ltd.
Assignor
(hereinafter referred to as Party A): 21st Century Publishing House
Address:
75 Zi’an Road, Xihu District, Nanchang City, Jiangxi
Legal
representative: ▇▇▇-▇▇▇, ▇▇▇▇▇
Tel:
▇▇▇▇-▇▇▇▇▇▇▇
Title:
Director
Assignee:
(hereinafter referred to as Party B): Shanghai Kid Castle Education Information
Consulting Co., Ltd.
Address:
▇▇. ▇▇▇, ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇
Legal
representative: ▇▇-▇▇▇ ,▇▇▇▇
Tel:
▇▇▇-▇▇▇▇▇▇▇▇
Title:
Chairman
Whereas:
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1)
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Jiangxi
21st
Century Wonderland Culture Spreading Co., Ltd. (hereinafter referred
to as
Wonderland
Company) is a limited company
(registration No.: 360001132771) jointly invested by Party A and
Shanghai
Kid Castle Education Software Development Co., Ltd. in January 2004,
with
a registered capital of RMB 2 million;
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|
2)
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According
to the equity transfer agreement, Party A shall, pursuant to the
terms and
conditions of this agreement, assign to Party B its 40% equity of
Wonderland company, and thus Party B will 40% equity of Wonderland
and
become a shareholder of the company;
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|
3)
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Prior
to this, through sufficient and equal consultation, both parties
have
concluded an agreement concerning the transfer by Party B of 40%
equity of
Party A in Wonderland, relevant rights and interests, relevant examination
& approval, change registration and other matters:
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Therefore,
both parties agree as follow:
Article
1
Equity
Transfer
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1.1
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As
shareholder of Wonderland company, Party A has the entire right to
it
stipulated by the national law, and this equity transfer has been
approved
by the power authorities of Wonderland.
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|
1.2
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According
to the terms and conditions of this agreement, Party A will assign
to
Party B 40% equity of Wonderland company as well as all rights, interests
and obligations corresponding to it;
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1.3
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According
to the terms and conditions of this agreement, Party B will accept
40%
equity of Wonderland company assigned by Party A as well as all rights,
interests and obligations corresponding to it;
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1.4
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Party
A is legally responsible for corporate liabilities occurring prior
to
completion of the equity change registration by Wonderland company
and
Party B is legally responsible for corporate liabilities occurring
after
completion of the equity change registration.
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Article
2 Transfer
amount and change registration
2.1
Party
A hereto assigns its 40% equity of Wonderland company at the transfer amount
of
▇▇▇ ▇ million, and Party B shall pay off the amount after completion of relevant
equity change procedures.
2.2
Party
B can pay the above transfer amount through bank remittance or issuing bank
promissory note.
Article
3 Promise
and Warranty
3.1
Promise of Party A:
(1)
Responsible for assisting Party B to conduct statutory and necessary procedures
such as examination for approval and change;
(2)
Responsible for assisting Party B to handle change registration related to
equity and this transfer in related governmental agencies;
(3)
Assisting Party B to carry out original corresponding rights and obligations
of
Party A related to the equity in the Articles of Association of Wonderland
company to have this transfer to be in full accordance with the regulations
of
the articles of association.
3.2
Promise of Party B:
After
conclusion of this agreement, all change registration procedures necessary
for
this transfer shall be completed in relevant governmental agencies. Upon
execution of the agreement, Party B is entitled to exercise its power as a
shareholder according to the agreement and discreetly exert the rights and
obligations of Party A related to the equity transfer in articles of association
of Wonderland company;
3.3
The
above statements and warranties are made on the date of signing the Equity
Transfer Agreement. Both parties hereto are responsible respectively for the
authenticity, accuracy and integrity of all statements and warranties in this
agreement.
Article
4 Miscellaneous
4.1
Matters not covered in this agreement shall be handled in accordance with the
Company Law, the Contract Law and other applicable laws and regulations. Any
conflict between this agreement and national laws and regulations shall be
settled by both parties through consultation.
4.2
This
agreement comes into effect as of the date of execution; this agreement is
made
in four copies, one copy respectively held by both parties, one copy retained
by
Wonderland company, and one copy used for industry and commerce registration.
Party
A:
21st Century Publishing House
Legal
/authorized representative (signature)
Party
B
(seal): Shanghai Kid Castle Education Information Consulting Co., Ltd.
Legal
/authorized representative (signature)
Date:
Confirmation
This
company hereby confirms the contents of foregoing Equity Transfer Agreement
signed by 21st Century Publishing House, the company shareholder, and Shanghai
Kid Castle Education Information Consulting Co., Ltd. on _________ 2007, and
makes every effort to fulfill relevant obligations according to the above
agreement in cooperation with related shareholders. This company will also
perform the obligations necessary for the equity transfer such as issuing
relevant documents and relevant change registration.
Confirmer
(seal) :
Jiangxi
21st
Century
Wonderland Culture Spreading Co., Ltd.
Date: