Equity Interest Purchase Agreement
Exhibit 4.7
Equity Interest Purchase Agreement
This Agreement is executed on September 30, 2016 by and among:
The Sellers:
Xx Xxxxx (hereinafter referred to as “Party A”), ID No.: ******************;
Fan Zheng (hereinafter referred to as “Party B”), ID No.: ******************;
Qin Zhi (hereinafter referred to as “Party C”), ID No.: ******************; and
The Buyers:
Lu Min (“Lu Min”), ID No.: ******************;
Xxx Xxxxxx (“Xxx Xxxxxx”), ID No.: ******************
(Lu Min and Xxx Xxxxxx are hereinafter referred to as “Party D” collectively)
The Target Company: Guangzhou You Che You Jia Advertising Co., Ltd. (hereinafter referred to as “Party E”), universal social credit code: 440106000611458.
The registered capital of Party E is RMB 1,000,000 Party A contributed RMB 680,000, accounting for 68% of the total. Party B contributed RMB 240,000, accounting 24% of the total, and Party C contributed RMB 80,000, accounting for 8% of the total. In accordance with the applicable laws and regulations, the Parties hereby enter into this Agreement as below through friendly consultation:
Clause 1 Equity Interests to be Sold And The Sale Price
1.1 | Party A shall sell 34% equity interests he held in Party E to Lu Min at the price of RMB 340,000, and sell the remaining 34% equity interests he held in Party E to Xxx Xxxxxx at the price of RMB 340,000; Party B shall sell 12% equity interests he held in Party E to Lu Min at the price of RMB 120,000, and sell the remaining 12% equity interests he held in Party E to Xxx Xxxxxx at the price of RMB 120,000; Party C shall sell 4% equity interests he held in Party E to Lu Min at the price of RMB 40,000, and sell the remaining 4% equity interests he held in Party E to Xxx Xxxxxx at the price of RMB 40,000. |
1.2 | Other rights and obligations pertaining to the said equity interests shall be transferred together with such equity interests. |
1.3 | After the sale of equity interests as contemplated hereunder is consummated and the relevant procedures for change are properly handled with the competent administration for industry and commerce, Party D shall pay the equity interest sale price respectively to Party A, Party B and Party C. It is acknowledged by the Parties that Party D shall have the right to offset the debts that would be owed to him by Party A, Party B and Party C against the equity interest sale price payable by him to Party A, Party B and Party C hereunder, or make payment hereunder according to the method of payment as agreed by the Parties through consultation at that time. |
Clause 2 Undertakings and Warranties
Party A, Party B and Party C warrant that, the equity interests to be sold to Party D under Clause 1 hereof are lawfully owned by them, and they have the lawful right to dispose of such equity interests. Except for the pledge created under the equity interest pledge agreements respectively entered into by Party A, Party B and Party C with Beijing Cheerbright Technology Co., Ltd., there are no pledges or other securities or third-party’s claims over the equity interests to be sold by Party A, Party B and Party C hereunder.
Clause 3 Liabilities for Breach of the Agreement
If any party fails to perform or materially breaches any provisions contained herein, he or she shall indemnify the non-breaching parties for any losses caused thereby, and, except as otherwise agreed in this Agreement, the non-breaching parties may terminate this Agreement and claim against the breaching party.
Clause 4 Dispute Resolution
This Agreement shall be governed by and construed in accordance with the applicable laws of the People’s Republic of China.
Any dispute arising out of or in connection with this Agreement shall be resolved by the Parties through amicable consultation, failing which, a lawsuit may be brought with the competent court having jurisdiction.
Clause 5 Miscellaneous
5.1 | This Agreement shall be executed in seven originals, of which each party keeps one, and the remaining shall be filed with the competent administration for industry and commerce, being equally authentic. |
5.2 | This Agreement shall become effective immediately after it is sealed (in case of a corporate body) or signed (in case of a natural person) by each party. |
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Party A (signature): | /s/ Xx Xxxxx |
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Party B (signature): | /s/ Fan Zheng |
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Party C (signature): | /s/ Qin Zhi |
Party D:
Lu Min (signature): | Xxx Xxxxxx (signature): | |||||
/s/ Lu Min |
/s/ Xxx Xxxxxx |
Party E: Guangzhou You Che You Jia Advertising Co., Ltd. (seal)
Date: September 30, 2016