Exclusive Purchase Option Agreement
by
and among
SPEEDY
BRILLIANT (DAQING)
COMMERICIAL
CONSULTING COMPANY LIMITED
DAQING
QINGKELONG CHAIN COMMERCE&TRADE CO., LTD.,
and
THE
SHAREHOLDERS SIGNATORIES THERETO
March
28th,
2008
This
Exclusive Option Purchase Agreement (the “Agreement”) is executed by the
following parties on March 28th,
2008 in
Daqing, Heilongjiang Province, the People’s Republic of China.
(1) Speedy
Brilliant (Daqing) Commercial Consulting Company Limited
(“Party
A”)
Registered
Address: No.1-9, Xxxxx Community, Gaoxin District, Daqing
Legal
representative: Wang Zhuangyi
(2) Daqing
Qingkelong Chain Commerce&Trade Co., Ltd. (“Party B”)
Registered
Address: Jing Qi Street, Dongfengxin Village, Sa’ertu District, Daqing
City.
Legal
representative: Wang Zhuangyi
(3)
The Shareholders of Daqing Qingkelong Chain Commerce&Trade Co., Ltd.
(“Shareholders”)
1
|
Name
of the Shareholders
|
Shareholding
Ratio in the Company (%)
|
ID
Card No.
|
Address
|
|
Wang
Zhuangyi
|
66.08
|
230602196001023411
|
Xxxxx
0-000, Xx.000 xx Xxxxxxxxxxxx, Xxxxxx Xxxxxx, Xx’ertu District, Daqing,
Heilongjiang, 163311
|
|
Wang
Shuai
|
15.95
|
23060219850921711X
|
Xxxxx
0-000, Xx.000 xx Xxxxxxxxxxxx, Xxxxxx Xxxxxx, Xx’ertu District, Daqing,
Heilongjiang, 163311
|
|
Xxxxx
Xxxxx
|
10.82
|
23060219631013342X
|
Xxxxx
0-000, Xx.000 xx Xxxxxxxxxxxx, Xxxxxx Xxxxxx, Xx’ertu District, Daqing,
Heilongjiang, 163311
|
|
Xxxx
Xxxxxx
|
1.36
|
230603196905232116
|
Xxxxx
0-000, Xx.00-0 xx Xxxxxxx Xxxxxx, Xxxx Feng District, Daqing,
Heilongjiang, 163000
|
|
Li
Zhongfen
|
1.36
|
23060219591111342X
|
Suite
1-502, Xx.0-0 x x Xxxxxxxx Xxxxxxxxx, Xxxxxx Xxxx, Xxxxxx, Xxxxxxxxxxxx,
000000
|
|
Feng
Shuxia
|
1.30
|
230822196811135825
|
Xxxxx
0-000, Xx.0-00 xx XxxXxx Xxxxxxxxx, Xxxxxx Xxxxxx, Xx’ertu District,
Daqing, Heilongjiang, 163311
|
|
Zhang
Yuepin
|
0.54
|
230602197110256227
|
Xxxxx
0-000, Xx.0-00 xx Xxxxxxxx Xxxxxxxxx, Xxxxxx District, Daqing,
Heilongjiang, 163314
|
|
Li
Xiaoqiu
|
0.54
|
230602196409240022
|
Xxxxx
0-000, Xx.0-00 xx Xxxxxx Xxxx, Xx’ertu District, Daqing, Heilongjiang,
163311
|
|
Fan
Xishuang
|
0.41
|
230604196312060829
|
Xxxxx
0-000, Xx.X-00 xx Xxxxxxxx Xxxxxxxxx, Xx’ertu District, Daqing,
Heilongjiang, 163311
|
|
Wei
Chuanyu
|
0.33
|
232332196607210936
|
Xxxxx
0-000, Xx.0-00 xx Xxxxxx Xxxxxxxxx, Xxxxxx Xxxxxx, Xx’ertu District,
Daqing, Heilongjiang, 163311
|
|
Xxx
Xxxxxxx
|
0.30
|
372922197004268712
|
Xxxxx
0-000, Xx.0-00 xx Xxxxxx Xxxxxxxxx, Xxxxxx Xxxxxx, Xx’ertu District,
Daqing, Heilongjiang, 163311
|
|
Xxxxx
Xxxxx
|
0.27
|
230602601029081
|
Xxxxx
0-000, Xxxxxx XX Xxxxxxxxx, Xx’ertu District, Daqing, Heilongjiang,
163311
|
|
Ding
Yinxia
|
0.27
|
230623197404180047
|
Single
Community, Sa’ertu District, Daqing, Heilongjiang,
163311
|
|
Xxxx
Xxx
|
0.11
|
230602197002120816
|
Suite
5-402, No.56-1 of Ka’er Jiali Road, Sa’ertu District, Daqing,
Heilongjiang, 163311
|
|
Xx
Xxxx
|
0.08
|
230602197606075163
|
Suite
2-502, No.2-15 of Sa’ertu Street, Sa’ertu District, Daqing, Heilongjiang,
163311
|
|
Wang
Shuchang
|
0.05
|
232325196908203234
|
Xxxxx
0-000, Xx.0-00 xx Xxxxxx Xxxxxxxxx, Xxxxxx Xxxxxx, Xx’ertu District,
Daqing, Heilongjiang, 163311
|
|
Cai
Yingli
|
0.05
|
230707197506250224
|
Xx.0
Xxxxx, Xxxxxxxxxx, Xxxxxx Xxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx, Xxxxxxxxxxxx,
000000
|
|
Xxxxx
Xxxxxxx
|
0.05
|
230606197207260025
|
Suite
3-11, Xx.00 Xxxxx, Xxxxxxx Xxxx, Xxxxxxxx Xxxxxxxx, Xxxxxx, Xxxxxxxxxxxx,
000000
|
|
Xxx
Xx
|
0.03
|
232623197812290028
|
Xxxxx
0-000, Xx.00-00 xx Xxxxxx Xxxxxxxxx, Xxx’er Road, Sa’ertu District,
Daqing, Heilongjiang, 163311
|
|
Su
Zhongbo
|
0.03
|
232302681208042
|
Xxxxx
0-000, Xx.0-00 xx Xxxxxx Xxxx, Xx’ertu District, Daqing, Heilongjiang,
163311
|
|
Wang
Zhanfu
|
0.03
|
23011919780829433X
|
Xxxxx
0-000, Xx.0-00 xx Xxxxxx Xxxxxxxxx, Xxxxxx Xxxxxx, Xx’ertu District,
Daqing, Heilongjiang, 163311
|
|
Lu
Anwen
|
0.03
|
230602197902274028
|
Xxxxx
0-000, Xx.X-00 xx Xxxxxxxxxxx, Xxxxxxxx Xxxx, Xx’ertu District, Daqing,
Heilongjiang, 163311
|
2
Party
A,
Party B, and shareholders of Party B are hereinafter from time to time,
collectively, referred to as the “Parties”,
and
each of them is hereinafter from time to time referred to as a “Party”;
the
individual shareholders are hereinafter from time to time, collectively,
referred to as the “Shareholders”
and
each of them is hereinafter from time to time referred to as a “Shareholder”.
The
equity interests in Party B held by each Shareholder or any shareholder now
existing or hereafter acquired is hereinafter from time to time referred
to as
the “Equity
Interests”
or
“Equity”.
WHEREAS:
|
1.
|
Party
A, a wholly foreign-owned enterprise incorporated under the laws
of the
People’s Republic of China (the “PRC”),
which engages in the general business items, including providing
consultancy services in commercial information, consigned management,
and
technical transfer, consultancy, and
services.
|
|
2.
|
Party
B, as a domestic limited liability company, incorporated under PRC
laws in
Daqing, Heilongjiang Province, and licensed by Administrative Departments
for Industry and Commerce Daqing Branch, it engages in the sale of
chemical products (excluding dangerous chemicals and flammable and
explosive articles, and poisons), electrical equipment, furniture,
arts
and crafts, housewares, local special products, construction materials,
decoration materials, flowers, and photographs. Party A also provides
tailoring, laundry services and food processing (see Health Permit
Sa Xxx
Xxx Zi (2006) No. 1239) and distributes audio-visual products, books
and
magazines, vegetables, fruits, clothing, shoes and hats, electromechanical
products (excluding motor vehicles), jewelry, and computer and
telecommunications equipment. Party A is also engaged in the business
of
food packaging and food retail (see Health Permit Sa Xxx Xxx Zi (2006)
No.
1239), cigar and cigarette retail (see Tobacco Monopoly Retail License
0601000188, valid until December 31st, 2008), and store and house
leasing.
|
3
|
3.
|
As
of the date of this Agreement, the percentage ownership of the Equity
Interests in Party B held by each of the Shareholders shall be set
forth
as described above.
|
|
4.
|
To
secure the performance of the obligations assumed by Party B and
the
Shareholders under this Agreement, the Shareholders agree to pledge
all
their equity in Party B to Party A, and have executed Equity Pledge
Agreement on March 28th,
2008 with respect thereto(collectively called as the “Equity
Pledge Agreements”
or respectively as “Individual
Equity Pledge Agreement”
or “Equity
Pledge Agreement”).
|
NOW,
THEREFORE,
the
Parties through mutual negotiations hereby enter into this Agreement with
respect of the exclusive purchase option right:
|
1.
|
THE
GRANT AND EXERCISE OF PURCHASE
OPTION
|
|
1.1
|
Each
Shareholder hereby irrevocably grants to Party A an exclusive purchase
right at any time, or designate any third party to purchase all or
part of
such Shareholders’ Equity Interests in Party B, provided permitted under
the PRC laws and regulations and Party B agrees to such grant by
such
Shareholders to Party A. Apart from Party A or any third party designated
by Party A, no other person shall have the right to purchase such
Equity
Interests. Each of the Shareholders shall transfer its Equity Interests
in
Party B to Party A in accordance with its percentage ownership of
such
Equity Interests provided Party A selects to purchase such Shareholders’
Equity Interests.
|
|
1.2
|
Party
B hereby irrevocably grants to Party A an exclusive purchase option,
at
any time to acquire all or a portion of such Shareholders’ Equity
Interests, or all or substantial part of Party B’s assets, provided
permitted under the PRC laws and regulations and the shareholders
agree to
such grant by Party B to Party A.
|
|
1.3
|
For
the purpose of this Agreement, a “third party” or a “person” may be a
natural person, company, partnership, enterprise, trust agency
or other
non-corporate entity.
|
|
1.4
|
To
the extent permitted under the PRC laws and regulations, Party A
shall
determine at any time and at its own option to exercise such exclusive
right to (i) purchase the Equity Interests as provided in Section
1.1
by
written notice to the applicable Shareholder(s) specifying the amount
of
equity to be purchased (hereinafter referred to as “Equity
Transfer”)
or (ii) purchase all or substantially all of Party B’s assets as provided
in Section
1.2
(hereinafter referred to as “Assets
Transfer”)
by written notice to Party B (each an "Exercise
Notice").
|
4
|
1.5
|
Within
thirty (30) days of the receipt of the Exercise Notice, the applicable
Shareholder(s) and Party B shall execute a share/asset transfer agreement
and other documents (collectively, the "Transfer
Documents")
necessary to effect the respective transfer of equity or assets to
Party A
(or any eligible party designated by Party A), and shall unconditionally
assist Party A to obtain all approvals, permits, registrations, filings
and other procedures necessary to effect the Equity or Assets
Transfer.
|
|
1.6
|
Unless
otherwise required under the PRC laws and regulations, the transaction
price for the Equity Transfer or the Assets Transfer hereunder, as
applicable, shall be the lowest price permitted under the PRC laws
and
regulations.
|
|
|
1.7
|
The
consideration after tax payment (the “Consideration of Equity Transfer”)
obtained by the Shareholders from Equity Transfer in Party B hereunder
shall be used to satisfy their repayment obligations under the Loan
Agreement dated as of March 28th,
2008, signed by and among, Party A and the Shareholders (the “Loan
Agreement”);
The
consideration after tax payment (the “Consideration of Assets Transfer”)
by the Party B, if as applicable, from Assets Transfer hereunder
shall be
allocated to the Shareholders, to the largest extent as permitted
by PRC
laws and regulations, through profit allocation proposal and fulfill
their
payment obligations under the Loan Agreement, and Party B shall give
full
cooperation;
And
if the Consideration of Equity Transfer or Assets Transfer is higher
than
the total principal under the Loan Agreement due to the requirement
by the
then applicable law or any other reasons, the excess shall be deemed
as
loan interest and/or utilizing fees of the Loan to the largest extent
being permitted by PRC Laws, and be paid to Party A by the Shareholders
together with loan principal.
|
|
2.
|
REPRESENTATIONS
AND WARRANTIES
|
|
2.1
|
Each
Party hereto represents to the other Parties that: (1) it has all
the
necessary rights, powers and authorizations to enter into this Agreement
and perform its duties and obligations hereunder; and (2) the execution
or
performance of this Agreement shall not violate or conflict with
the terms
of any other contracts or agreements to which it is a
party.
|
|
2.2
|
Each
Shareholder hereby represents to Party A that: (1) such Shareholder
is the
legally registered shareholder of party B and has paid full amount
of
registered capital in Party B as required to be contributed by such
Shareholder under the PRC laws and regulations; (2)Except for the
Equity
Pledge Agreement executed among the Parties, such Shareholder has
not
created any other mortgage, pledge, secured interests or other form
of
debt liabilities over the Equity Interests held by such Shareholder;
and
(3) such Shareholder has not transfer to any third party (and entered
into
any agreement in respect of) such Equity
Interests.
|
5
|
2.3
|
Party
B hereto represents to Party A that: (1) it is a limited liability
company
duly registered and validly existing under the PRC laws and regulations;
and (2) its business operations are in compliance with applicable
laws and
regulations of the PRC in all material
respects.
|
|
3.
|
OBLIGATIONS
OF PARTY B AND ALL
SHAREHOLDERS
|
The
Parties further agree as follows:
|
3.1
|
Before
Party A has acquired all the equity/assets of Party B by exercising
the
purchase option provided hereunder, Party
B:
|
|
a.
|
without
Party A’s prior written consent, shall not supplement or amend the
articles of association or rules of Party B, its wholly-owned and
holding
subsidiaries in any manner, nor shall it increase or decrease the
registered capital or change the shareholding structure of aforesaid
entities in any manner;
|
|
|
b.
|
shall
prudently and effectively maintain its business operations according
to
good financial and business standards so as to maintain or increase
the
value of its assets;
|
|
c.
|
shall
not transfer, mortgage or otherwise dispose of the lawful rights
and
interests to and in its assets or incomes, nor shall it encumber
its
assets and income in any way that would affect Party A’s security
interests unless as required necessary for the business operation
of Party
B or upon prior written consent by Party A ;
|
|
d.
|
shall
not incur or succeed to any debts or liabilities without Party A’s prior
written consent;
|
|
e.
|
without
Party A’s prior written consent, shall not enter into any material
contract (exceeding RMB 5,000,000 in
value);
|
|
f.
|
without
Party A’s prior written consent, shall not provide any loans or guaranty
to any third party;
|
|
g.
|
at
Party A’s request, it shall provide Party A with all information regarding
Party B’s business operation and financial condition;
|
|
h.
|
shall
purchase insurance from insurance companies acceptable to Party B
in such
amounts and of such kinds as are customary in the region among companies
doing similar business and having similar assets;
|
6
|
i.
|
without
Party A’s prior written consent, shall not acquire or consolidate with any
third party, nor shall they invest in any third party;
|
|
j.
|
shall
promptly notify Party A of any pending or threatened lawsuit, arbitration
or administrative dispute which involve Party B’s assets, business or
incomes, and take positive measures against aforesaid lawsuits,
arbitrations or administrative dispute;
|
|
k.
|
without
Party A’s prior written consent, shall not distribute any dividends to the
shareholders in any manner, and, at Party A’s request, shall promptly
distribute all distributable dividends to the shareholders of Party
B;
|
|||
|
l.
|
without
Party A’s prior written consent, shall not commit any act or omission that
would materially affect Party B’s assets, business or
liabilities;
|
|||
|
m
|
at
Party A’s request, shall it promptly and unconditionally transfer its
assets to Party A or its designated third party as permitted by
PRC laws
and regulations;
|
|||
|
n
|
shall
strictly comply with the provisions of this Agreement, and effectively
perform its obligations hereunder, and shall be prohibited from committing
any act or omission which may affect the validity or enforceability
of
this Agreement.
|
|||
|
3.2
|
Before
Party A has acquired all the equity/assets of Party B by exercising
the
purchase option provided hereunder, each
Shareholder:
|
|||
|
a.
|
apart
from relevant provisions in each of the Equity Pledge Agreements,
without
Party A’s prior written consent, it shall not individually or collectively
transfer, sell, mortgage or otherwise dispose of such Shareholder’s Equity
Interests in Party B; nor shall such Shareholder places encumbrances
on
such Shareholder’s Equity Interests that would affect Party A’s interest
hereunder and thereunder;
|
|||
|
b.
|
without
Party A’s prior written consent, shall not supplement or amend the
articles of association or rules of Party B in any manner, nor
shall it
increase or decrease its registered capital or change the shareholding
structure in any
manner;
|
|||
|
c.
|
without
Party A’s prior written consent, shall cause the Shareholders’ General
Meeting not to approve for the resolutions on the dissolution,
liquidation
and change of legal form of Party B, its wholly owned and holding
subsidiaries;
|
|||
7
| Exclusive Purchase Option Agreement |
|
d.
|
shall
cause the Shareholders’ General Meeting not to approve for any Profit
Distribution Proposal, nor shall accept such distributed dividend
without
Party A’s written consent; At Party A’s request, it shall promptly approve
for the Profit Distribution Proposal, and accept such distributed
dividend.
|
|
e.
|
at
Party A’s request, it shall provide Party A with all information regarding
Party B’s business operation and financial
condition;
|
|
f.
|
shall
not incur or succeed to any debts or liabilities which may adversely
affect its Equity Interests in Party B without Party A’s prior written
consent;
|
|
g.
|
shall
appoint, and appoint only, the candidates nominated by Party A to
the
board of directors of Party B, and shall not replace such candidates
without Party A’s prior written consent;
|
|
h.
|
shall
cause Party B’s board of directors not to approve any acquisition of, any
consolidation with, or any investment in any third party without
Party A’s
prior written consent;
|
|
i.
|
shall
promptly notify Party A of any pending or threatened lawsuit, arbitration
or administrative dispute which involve Party B’s assets, business or
incomes, and take positive measures against aforesaid lawsuits,
arbitrations or administrative dispute;
|
|
j.
|
without
Party A’s prior written consent, shall not commit any act or omission that
would materially affect Party B’s assets, business or
liabilities;
|
|
k.
|
to
the extent permitted by the PRC laws and regulations, and at any
time upon
Party A’s request, shall promptly and unconditionally transfer their
Equity Interests in Party B to Party A or a third party designated
by
Party, and waive their rights of first refusal with respect to such
transfer;
|
|
l.
|
shall
cause the directors of Party B approve for the resolution in respect
of
the Equity Transfer or Assets Transfer
hereunder;
|
|
m.
|
shall
make every efforts to cause Party B perform the obligations of Section
3.1
hereunder; and
|
|
n.
|
shall
strictly comply with the provisions of this Agreement, and effectively
perform its obligations hereunder, and shall be prohibited from committing
any act or omission which may affect the validity or enforceability
of
this Agreement.
|
8
| Exclusive Purchase Option Agreement |
|
3.3
|
The
Shareholders shall, to the extent permitted by applicable laws, cause
Party
B's
operational term (including the circumstance of change of business
terms)
to be extended to equal the operational term of Party A(including
the
circumstance of change of business
terms).
|
|
4.
|
GUARANTY
OF THIS AGREEMENT
|
|
4.1
|
To
secure the performance of the obligations assumed by the Shareholders
and
Party B hereunder, the Parties agree to execute the Equity Pledge
Agreement with respect thereto.
|
|
5.
|
TAXES
AND FEES
|
|
5.1
|
The
Parties shall pay, in accordance with relevant PRC laws and regulations,
their respective taxes arising from Equity or Assets transfer and
related
registration formalities and other charges during the transactions
contemplated herein and therein. Party A shall pay the taxes and
charges
which shall be paid by Party B arising from Equity Transfer and related
registration formalities, if the consideration of equity transfer
is lower
than, or equal to the total principal under the Loan Agreement.
|
|
6.
|
ASSIGNMENT
OF AGREEMENT
|
|
6.1
|
Party
B and the Shareholders shall not transfer such Shareholder’s rights and
obligations under this Agreement to any third party without the prior
written consent of Party A.
|
|
6.2
|
Each
Shareholder and Party B agree that Party A shall have the right to
transfer any or all of its rights and obligations under this Agreement
to
any third party upon a six(6)-day written notice to such Shareholder
and
Party B without approval by such Shareholder and Party B.
|
|
7.
|
EVENTS
OF DEFAULT
|
|
7.1
|
Any
violation of any provision hereof, incomplete performance of any
obligation provided hereunder, any misrepresentation made hereunder,
material concealment or omission of any material fact or failure
to
perform any covenants provided hereunder by any Party shall constitute
an
event of default. The defaulting Party shall assume all the legal
liabilities pursuant to the applicable PRC laws and
regulations.
|
|
7.2
|
In
the event of default by Party B or Shareholders, Party A shall be
entitled
to exercise the Pledgee’s right under the Equity Pledge Agreement in the
event that Party B and Shareholders commit an event of default and
fail to
redress such default within 60 working days upon receipt of written
notification from Party A.
|
9
| Exclusive Purchase Option Agreement |
|
8.
|
EFFECTIVEMESS,
MODIFICATION AND
CANCELLATION
|
|
8.1
|
This
Agreement shall be effective upon the execution hereof by all Parties
hereto.
|
|
8.2
|
The
modification of this Agreement shall not be effective without written
agreement through negotiation. If the Parties could not reach an
agreement, this Agreement remains
effective.
|
|
8.3
|
This
Agreement shall not be discharged or canceled without written agreement
through negotiation, provided Party A may, by giving a thirty (30)
days
prior notice to the other Parties hereto, terminate this
Agreement.
|
|
8.4
|
If
Party A fails to provide the loan to the Shareholders in accordance
with
the Loan Agreement, this Agreement shall be automatically
terminated.
|
|
9.
|
CONFIDENTIALITY
|
|
9.1
|
Any
information, documents, data and all other materials (herein “confidential
information”) arising out of the negotiation, signing, and implement of
this Agreement, shall be kept in strict confidence by the Parties.
Without
the written approval by the other Parties, any Party shall not disclose
to
any third party any relevant materials, but the following circumstances
shall be excluded:
|
|
a.
|
The
materials that is known or may be known by the Public (but not include
the
materials disclosed by each party receiving the
materials);
|
|
b.
|
The
materials required to be disclosed subject to the applicable laws
or the
rules or provisions of stock exchange;
or
|
|
c.
|
The
materials disclosed by each Party to its legal or financial consultant
relating the transaction of this Agreement, and this legal or financial
consultant shall comply with the confidentiality set forth in this
Section. The disclosure of the confidential materials by staff or
employed
institution of any Party shall be deemed as the disclosure of such
materials by such Party, and such Party shall bear the liabilities
for
breaching the contract.
|
|
9.2
|
If
this Agreement is terminated or becomes invalid or unenforceable,
the
validity and enforceability of Article 9 shall not be affected or
impaired.
|
|
10.
|
FORCE
MAJEURE
|
|
10.1
|
An
event of force majeure means an event that could not be foreseen,
and
could not be avoided and overcome, which includes among other things,
but
without limitation, acts of nature (such as earthquake, flood or
fire),
government acts, strikes or riots;
|
10
| Exclusive Purchase Option Agreement |
|
10.2
|
If
an event of force majeure occurs, any of the Parties who is prevented
from
performing its obligations under this Agreement by an event of force
majeure shall notify the other Parties without delay and within fifteen
(15) days of the event provide detailed information about and notarized
documents evidencing the event and take appropriate means to minimize
or
remove the negative effects of force majeure on the other Parties,
and
shall not assume the liabilities for breaching this Agreement. The
Parties
shall keep on performing this Agreement after the event of force
majeure
disappears.
|
|
11.
|
APPLICABLE
LAW AND DISPUTE RESOLUTION
|
|
11.1
|
Applicable
Law
|
|
The
execution, validity, construing and performance of this Agreement
and the
disputes resolution under this Agreement shall be governed by the
laws and
regulations of the PRC.
|
|
11.2
|
Dispute
Resolution
|
|
The
Parties shall strive to settle any dispute arising from or in connection
with this Agreement through friendly consultation. In case no settlement
can be reached through consultation within thirty (30) days after
such
dispute is raised, each party can submit such matter to Beijing
Arbitration Commission for arbitration in accordance with its rules.
The
arbitration shall take place in Beijing and the proceedings shall
be
conducted in Chinese. The arbitration award shall be final conclusive
and
binding upon the Parties.
|
|
12.
|
MISCELLANEOUS
|
|
12.1
|
Entire
Agreement
|
|
The
Parties acknowledge that this Agreement constitutes the entire agreement
of the Parties with respect to the subject matters therein and supersedes
and replaces all prior or contemporaneous oral or written agreements
and
understandings.
|
|
12.2
|
Successor
|
|
This
Agreement shall bind and benefit the successor of each Party and
the
transferee permitted hereunder with the same rights and obligations
as if
the original parties hereof.
|
|
12.3
|
Notice
|
11
| Exclusive Purchase Option Agreement |
|
Any
notice required to be given or delivered to the Parties hereunder
shall be
in writing and delivered to the address as indicated below or such
other
address or as such party may designate, in writing, from time to
time. All
notices shall be deemed to have been given or delivered upon by personal
delivery, fax and registered mail. It shall be deemed to be delivered
upon: (1) registered air mail: 5 business days after deposit in the
mail;
(2) personal delivery: 2 business days after transmission. If the
notice
is delivered by fax, it should be confirmed by original through registered
air mail or personal delivery.
Party
A
Contact
person: Xxxxx Xxxxxxx
Address:Xxxxx
Xx.0-0, Xx-xxxx Xxxx, Xxxxxx,000000
Tel:0000-0000000
Fax:0000-0000000
Party
B
Contact
person: Wang Zhuangyi
Address:
Qingkelong, Jingqi Street, Dongfengxin Cun, Daqing 163311
Tel:0000-0000000
Fax:0000-0000000
The
Representative designated by the Shareholders
Contact
person: Xxxxx Xxxxxxx
Address:
Qingkelong, Jingqi Street, Dongfengxin Cun, Daqing 163311
Tel:
0000-0000000
Fax:0000-0000000
|
|
12.4
|
Copies
|
|
This
Agreement is executed in twenty-four (24) originals with each of
the
person for signing this Agreement holding one original, and each
of the
originals shall be equally valid and
authentic.
|
.
[Signature
page follows]
12
| Exclusive Purchase Option Agreement |
IN
WITNESS THEREFORE,
the
parties hereof have caused this Agreement to be executed and delivered as of
the
date first written above.
Party
A Speedy
Brilliant (Daqing) Commercial Consulting Company Limited
(Seal)
Legal
Representative (or Authorized Representative): ___________
Party
B Daqing Qingkelong Chain Commerce&Trade Co., Ltd.
(Seal)
Legal
Representative(or Authorized Representative): __________
_
Shareholders
of Daqing Qingkelong Chain Commerce&Trade Co., Ltd.
|
Name
of the Shareholders
|
Signature
|
Name
of the Shareholders
|
Signature
|
|
Wang
Xxxxxxxx
|
Xxxxx
Xxxxx
|
||
|
Xxxx
Shuai
|
Ding
Yinxia
|
||
|
Xxxxx
Xxxxx
|
Xxxx
Xxx
|
||
|
Xxxx
Xxxxxx
|
Xx
Xxxx
|
||
|
Li
Zhongfen
|
Wang
Shuchang
|
||
|
Feng
Xxxxxx
|
Xxx
Xxxxxx
|
||
|
Xxxxx
Yuepin
|
Zhang
Xxxxxxx
|
||
|
Xx
Xxxxxxx
|
Xxx
Xx
|
||
|
Xxx
Xishuang
|
Su
Zhongbo
|
||
|
Wei
Xxxxxxx
|
Xxxx
Xxxxxx
|
||
|
Xxx
Xxxxxxx
|
Xx
Anwen
|
13
