Worldwide Energy and Manufacturing (Nantong) Co., Ltd. Supplemental Agreement re Equity Transfer
Exhibit 10.5
Worldwide Energy and Manufacturing (Nantong) Co., Ltd.
Transferor: Worldwide Energy and Manufacturing USA, Inc. (hereinafter referred to as “Party A”)
Address: 000 X Xxxxx Xxxxxx, Xxxx X and B, South Xxx Xxxxxxxxx, XX 00000, XXX
Legal Representative: Xxxx Xxxx
Transferee: Rugao Brother Solar Energy and Technology, Ltd. (hereinafter referred to as “Party B”)
Address: Qifeng Road, Rucheng Town, Rugao City
Legal Representative: Xxxx Xxxxxxx
Pursuant to the principles of equality and free will, and according to the laws, rules and regulations of the state, Party A and Party B agree to the following terms and conditions regarding the equity transfer between the parties:
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1.
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Subject, Price ad Registration of the Transfer
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(1)
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Where Party B achieves sales revenue of US$ 50,000,000 before June 30, 2010, Party A shall transfer its 48.9% of the equity interests of Worldwide Energy and Manufacturing (Nantong) Co., Ltd., valued at US$ 4,890,000, to Party B at no cost.
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(2)
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Where Party B achieves sales revenue of US$ 50,000,000 and net profit (the gross profit of the Solar Division deducting expense) of US$ 3,500,000, which is the standard of profit as agreed by the Parties, before December 31, 2010, Party A shall transfer 48.9% of the equity interests of Worldwide Energy and Manufacturing (Nantong) Co., Ltd., valued at US$ 4,890,000, to Party B at no cost.
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(3)
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After the effectiveness of this agreement, the parties shall jointly complete the registration formalities with the Administration for Industry and Commerce to reflect such change in the equity of the Company.
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2.
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Representations and Warranties
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(1)
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Party A represents and warrants that it has the complete and valid right to dispose of the above-mentioned equity interests to be transferred to Party B, and that such equity interest are legitimate, complete, and contain no other restrictions.
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(2)
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Both parties warrant that this agreement reflects the true intentions of the parties, and that neither party has any unlawful intentions with respect to this agreement. The execution and performance of this agreement shall comply with the laws and regulations of the People’s Republic of China.
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1
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3.
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Delivery and Acquisition of the Equity Interests
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(1)
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The parties agree that the effective date of this agreement is the date of delivery of the abovementioned equity interests.
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(2)
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The date of delivery of the equity interests shall be the day that the parties transfer and accept the rights and obligations associated with the equity interests which are valued at US$ 4,890,000. From the date of the delivery, Party A’s rights and obligations associated with 48.9% of the equity interests of Worldwide Energy and Manufacturing (Nantong) Co., Ltd. shall be acquired and undertaken by Party B.
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4.
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Dispute Resolution
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(1)
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After the effectiveness of this agreement, the performance and other matters of this agreement shall be governed by the laws, rules, regulations and policies of the People’s Republic of China.
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(2)
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Any disputes between the parties arising in connection with the performance of this agreement shall be resolved through consultation. Where no agreement could be reached upon consultation, the parties could bring such disputes to the court with proper jurisdiction located at the place of execution of this agreement.
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5.
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Effectiveness of this Agreement
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(1)
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This agreement shall become effective upon execution of the parties with seals affixed.
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(2)
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This agreement is executed in six copies. Each party shall hold one copy and the relevant authority will hold four copies.
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Party A: Worldwide Energy and Manufacturing USA, Inc.
Xxxx Xxxx
(signature and seal)
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Party B: Rugao Brother Solar Energy and Technology, Ltd.
Xxxx Xxxxxxx
(signature and seal)
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