EXHIBIT 4.24
S&S Comments
9/3/05
SHARE TRANSFER AGREEMENT
Transferor: J.I.C. Enterprises (Hong Kong) Limited ("Party A")
Address: 00xx Xxxxx, Xxxxx Merchants Tower, Shun Tak Centre,
Nos. 000-000 Xxxxxxxxx Xxxx Xxxxxxx, Xxxx Xxxx
Legal Representative: Xxxx Xxx Xxx Position: Chairman
Transferee: J.I.C. Technology Company Limited ("Party B")
Address: Century Yard, Cricket Square, Xxxxxxxx Drive, P.O. Box 2681 GT,
Xxxxxx Town, Grand Cayman, Cayman Islands, British West Indies
Legal Representative: Xxxxxxx Xxxxxxxx Position: Chairman
Jetup Electronic (Shenzhen) Company Limited (the "Company") was established upon
the approval by the Shenzhen People's Government on 15th April 1993 and wholly
owned by Party A. The registered capital is HK$158,500,000 and the paid-up
capital is HK$105,878,396. Amongst which, Party A holds 100% shareholding of the
Company. After the meeting of the board of directors of the Company passed the
relevant resolution, Party A is willing to transfer its 100% shareholding in the
Company to Party B. Now, after negotiation, Party A and Party B have agreed as
follows regarding the transfer of shares in accordance with the requirements
under the Contract Laws of the People's Republic of China:-
SECTION 1 CONSIDERATION, PERIOD AND FORM OF SHARE TRANSFER
1. Party A holds 100% of the shareholding in the Company. In accordance with the
Articles of Association of the Company, Party A shall contribute a registered
capital of HK$158,500,000. The amount which was actually contributed was
HK$105,878,396. Now, Party A shall transfer its 100% shareholding in the Company
to Party B with a consideration of HK$105,878,396.
2. Party B shall make a one-time payment to Party A in the currency and amount
as stipulated in clause 1 of Section 1 within 30 days after this Agreement takes
effect.
SECTION 2
Party A warrants that it has the absolute right to dispose of the shares to be
transferred to Party B (the "Shares"), the Shares are free from any mortgage,
the Shares have not been distrained and the Shares are free from third party's
claims. Otherwise, Party A
1
S&S Comments
9/3/05
shall be responsible for all economic and legal liabilities as a result of
thereof.
SECTION 3 SHARING OF PROFITS AND LOSS (INCLUDING CLAIMS AND LIABILITIES) OF THE
COMPANY
1. After this Agreement takes effect, Party B shall share the profits of the
Company in accordance with the proportion of shareholding it has purchased, and
shall share the relevant risks and losses.
2. At the time when Party A signs this Agreement, if it has not truly informed
Party B of the debts of the Company before the transfer of share, and as a
result thereof, Party B suffers loss after it has become a shareholder of the
Company, Party B shall have the right to make a claim against Party A.
SECTION 4 LIABILITY FOR BREACH OF THE AGREEMENT
1. After this Agreement takes effect, both parties shall not breach this
Agreement. Each party to this Agreement shall not amend or cancel this Agreement
before obtaining the consent of the other side. Otherwise, the party in default
shall compensate the other party for their economic loss.
2. If Party B is unable to pay the consideration of the share transfer on time,
Party B shall pay compensation, being 1/10,000 of the total amount in arrears
per each day of delay. If Party B breaches this Agreement and as a result
thereof, Party A suffers loss and the amount of compensation payable by Party B
is less than the loss actually suffered by Party A, Party B shall separately
make up for the loss.
3. For reasons attributable to Party A, if Party B is unable to apply for change
in the registration record on time or if Party B is seriously affected in
realizing the purpose of this Agreement, Party A shall pay compensation, being
1/10,000 of the consideration of the share transfer already paid by Party B. If
Party A is in breach of this Agreement and as a result thereof Party B suffers
loss and the amount of compensation payable by Party A is less than the loss
actually suffered by Party B, Party A shall separately make up for the loss.
2
S&S Comments
9/3/05
SECTION 5 AMENDMENT AND CANCELLATION OF THE AGREEMENT
If agreement is reached after negotiation, Party A and Party B may amend and
cancel this Agreement. For any amendment or cancellation of this Agreement after
negotiation, both parties shall execute a separate amendment or cancellation
agreement, which shall be notarized by the notary public of Bao'an District of
Shenzhen.
SECTION 6 BEARING THE RELEVANT FEES
Party B shall bear the relevant fees (fees of notary public, assessment or
audit, change of registration record with the Administration for Industry and
Commerce, etc.) incurred during the course of this share transfer.
SECTION 7 SETTLEMENT OF DISPUTE
For any dispute which arises as a result of implementing this Agreement, Party A
and Party B shall first resolve the matter amicably by negotiation. If no
settlement can be reached, either of the Parties may take legal proceedings in
the local people's court.
SECTION 8 EFFECTIVE DATE
This Agreement shall take effect after it has been executed by Party A and Party
B, imprinted with company chop, notarized by the notary public, and on the date
after it has been submitted to and approved by the Shenzhen People's Government,
and after the procedures as to the change of registration record with the
Administration for Industry and Commerce have been completed.
SECTION 9
This Agreement has eight counterparts. Party A and Party B shall each keep one
counterpart. The notary public shall keep one counterpart. All of the rest of
the counterparts are to be submitted to the relevant departments. All of the
counterparts have equal force of law.
3
S&S Comments
9/3/05
(This page contains no text)
Party A: J.I.C. Enterprises (Hong Kong) Limited
Legal Representative: (Sd.) Xxxx Xxx Xxx (company chop)
Party B: J.I.C. Technology Company Limited
Legal Representative: (Sd.) Xxxxxxx Xxxxxxxx (company chop)
15th October 2004 in Xxxxxxxx
0
