Consignment Transfer Agreement By and Between Rise Elite International Limited (BVI) And World Through Limited (BVI)
By
and Between
Rise
Elite International Limited (BVI)
And
World
Through Limited (BVI)
,
2007
This
Consignment Transfer Agreement (Hereinafter called the “Agreement”) is entered
into between the following Parties:
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(1)
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Rise
Elite International Limited (BVI)
(Hereinafter called “Party A”); and
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(2)
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World
Through Limited (BVI) (Hereinafter
called “Party B”).
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WHEREAS:
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(1)
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Party
A and Mr. Xxx Xx, Xx. Xxxx Qichao, Ms. Xx Xxxx,Xx. Xxxxx Xx Xx, Mr.
Ma Xxx
Xxx, and Mr. Sun Xxx Xxxx have respectively entered into a Consignment
Agreement (Hereinafter called “Consignment Agreement”), pursuant to which
has consign the equity interests and related shareholders’ rights derived
from the equity it held, which is representing 100 % of the total
equity
capital of Daqing Sunway Technology Company Limited.,
to Party A; and
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(2)
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Party
A and Party B agree that under the terms of this Agreement, Party
A shall
transfer all rights and obligations it enjoys and takes under the
Consignment Agreement to Party B.
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Therefore,
Party A and Party B enter into this Agreement based on the following
terms:
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1.
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TRANSFER
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1.1
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Party
A agrees that, under the terms of this Agreement shall transfer any
and
all the rights and obligations it enjoys and takes under the Consignment
Agreement (Hereinafter called “Consignment”) to Party B, which is set out
in the terms of the Consignment Agreement in Appendix
1.
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1.2
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Party
B agrees that, under the terms of this Agreement, accepts the transfer
of
the Consignment under the Consignment
Agreement.
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2.
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CONSIDERATION
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2.1
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Both
Parties agree that Party B or its subsidiary incorporated within
P.R.China
shall provide financial support to the affiliates of Party A as the
consideration of Consignment which transferred by Party A to Party
B under
this Agreement.
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2
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3.
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BOTH
PARTIES’ WARRANTIES, REPRESENTATION AND
UNDERTAKING
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3.1
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Party
A’s warranties, representations and
undertakings:
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3.1.1
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Party
A has the authorization to sign this Agreement, and to perform the
terms
and provisions under this
Agreement.
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3.1.2
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Party
A warrants that it has not signed any contracts or agreements conflicting
with this Agreement, and will not assign the rights and obligation
to any
third party under this Agreement.
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3.1.3
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For
the purpose of complete implementation of this Agreement, Party A
undertakes that it shall take all necessary further actions, acts
and make
and execute all documents to perform all the terms in this Agreement.
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3.2
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Party
B’s warrants, representations and
undertakings:
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3.2.1
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Party
B has the authorization to sign this Agreement, and to perform the
terms
and provisions under this
Agreement.
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3.2.2
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Party
B warrants that it has not signed any contracts or agreements conflicting
with this Agreement, and will not assign the rights and obligation
to any
third party under this Agreement
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3.2.3
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For
the purpose of complete implementation of this Agreement, Party B
undertakes that it shall take all necessary further actions, acts
and make
and execute all documents to perform all the terms in this
Agreement.
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4.
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FORCE
MAJEURE
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4.1
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Neither
Party shall be liable to the other for any delay or failure to perform
its
obligation under this Agreement, if such failure or delay is due
to force
majeure.
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5.
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DEFAULT
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5.1
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After
effective date of this Agreement, it may constitute default, if either
Party is in breach, nonperforming, or partly performing terms of
this
Agreement, or is in breach of any warranties, representations and
undertakings of this Agreement. The non-defaulting Party can allow
the
defaulting Party to cure such default in a reasonable time period.
If the
defaulting Party does not cure within the reasonable time period,
the
non-defaulting Party shall hold the defaulting Party liable for all
the
damages and economic loss resulting from the defaulting Party’s default.
The economic loss shall not exceed the amount that defaulting Party
could
anticipate or should anticipate as of the date of this
Agreement.
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3
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6.
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EFFECTIVE
DATE
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6.1
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This
agreement is effective from the date of signing (if it is signed
by a
designated person, a letter of the power of attorney is necessary)
until
is its terminated
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7.
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GOVERNING
LAW AND DISPUTE RESOLUTION
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7.1
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The
effectiveness, interpretation, implementation and dispute resolution
related to this Agreement, shall be governed by laws of [British
Virgin
Islands].
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7.2
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Any
dispute arising out of this Agreement, including but not limited
to
execution, enforcement, implementation, interpretation, default,
modification, and termination, shall be resolved by both Parties
through
mutual negotiation. If both Parties could not reach an agreement
within 30
days after the dispute arises, either Party may initiate legal action
in
the competent jurisdiction. The recovering Party can ask the other
Party
to pay for all professional service (including but not limited to
legal
counsel service) costs in the litigation and other related
costs.
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7.3
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During
the process of dispute resolution, both Parties shall continue to
perform
other terms under this Agreement, except for matters in
dispute.
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8.
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MODIFICATION,
CANCELLATION, TERMINATION
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8.1
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The
modification of this Agreement shall not be effective without written
agreement through negotiation. If both Parties could not reach an
agreement, this Agreement remains
effective.
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8.2
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Both
Parties may agree to cancel this Agreement with written
agreement.
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9.
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GENERAL
PROVISIONS
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9.1
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Both
Parties may sign supplemental agreement regarding to related matters
of
this Agreement. Supplemental agreement and this Agreement have the
same
effect.
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9.2
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All
the
appendices hereto, if have, are the integral part of this Agreement,
which
has the same effect as this
Agreement.
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9.3
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This
Agreement is written in both English and Chinese languages. If there
is
any discrepancy between the two versions, the Chinese version shall
prevail. This Agreement is executed in two copies, one copy for each
Party, and both Parties may execute the
duplicate.
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4
[Signature
Page Only]
IN
WITNESS THEREFORE, the parties hereof have caused this Agreement to be executed
by their duly authorized representatives as of the date first written
above.
For
and on behalf of
Rise
Elite International Limited (BVI)
Legal
Representative øor
his authorized representative÷:
World
Through Limited (BVI)
Legal
Representative øor
his authorized representative÷:
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