Agreement of Share Transfer
Exhibit
10.10
[Cautionary
Note: This Agreement has been translated into English from the original Chinese
language version.]
Agreement
of Share Transfer
|
Transferor:
|
Sale
and Marketing Publishing House, a publishing house that was established
and is validly existing under the laws of PRC, (hereinafter “Party
A”)
|
|
Address:
|
00xx
Xxxxx, Xxxxxxxx X, Xx. 00 Xxxx Xxx Xxxx, Xxxxxxxx International Trade
Center, Zhengzhou, Henan Province, PRC
|
|
Transferee:
|
Shenzhen
New Media Consulting Co., Ltd., a Chinese company incorporated under
the
laws of PRC, (hereinafter “Party B”)
|
|
Address:
|
Room
1915, Sunshine Golf Mansion, Shennan Av., Futian District, Shenzhen,
PRC.
|
| 1. |
Shenzhen
Media Investment Co., Ltd. (“the Company”) was incorporated under the laws
of PRC, with registered capital of XXX 00 million. Party A owns 38.19%
of
the total equity of the Company (“the
Shares”);
|
| 2. |
Party
A is willing to transfer the Shares to Party B; Party B is willing
to take
the transferred shares;
|
| 3. |
Party
A and Party B have both agreed to enter into this agreement on this
share
transfer after fair negotiation.
|
| 1 |
Shares
Transfer
|
| 1.1 |
Party
A agrees to transfer the Shares according to the terms and conditions
of
this agreement; Party B agrees to purchase the Shares from Party
A
according to the terms and conditions of this
agreement.
|
| 1.2 |
Both
parties agree, upon signing this agreement, Party B will enjoy all
the
legal rights and take responsibilities in connection with the Shares;
Party A will no longer enjoy any of the legal rights or take
responsibilities in connection with the Shares. Such legal rights
and
responsibilities are defined under the Law of Corporation of PRC
and the
Articles of Association of the
Company.
|
| 2 |
Purchase
Price and Payment Method
|
| 2.1 |
Both
parties agreed that the purchase price of transferring the Shares
is
RMB27.29 million.
|
| 2.2 |
Upon
signing this agreement, Party B shall pay 20% of the purchase price
to
Party A which is RMB5.458 million within six months; the rest of
the
payment which is RMB21.832 million shall be paid by Party B to Party
A
within twenty-four months after this transaction is closed.
|
| 3 |
Effective
Date
|
| 3.1 |
The
agreement becomes effective once it is duly signed by authorized
persons
from each party.
|
| 4 |
Relevant
Expenses:
|
| 4.1 |
Each
party shall bear the expenses caused by executing this agreement.
Both
parties agree that the Company will bear all the expense related
to the
change of business license.
|
| 5. |
Governing
Law and Dispute Settlement:
|
| 5.1 |
The
governing law of this agreement is the laws of PRC.
|
| 5.2 |
All
disputes between the parties arising out of or in connection with
this
agreement shall be settled between the parties by
discussion and mutual accord. If a mutual accord cannot be reached
between
the parties, either party may submit the dispute to a court with
jurisdiction.
|
| 6. |
Others
|
| 6.1 |
This
agreement may be amended and supplemented upon bilateral consent.
Amendments and supplements should be made in a written form and signed
by
both parties. The amendments or supplements are an integral part
of this
agreement.
|
| 6.2 |
No
party may assign, transfer or intend to transfer any rights, benefits
and
obligations under this agreement without the written consent from
the
other party.
|
| 6.3 |
This
agreement constitutes the entire agreement entered into by and between
both parties regarding this share transfer. Any prior oral or written
promise, understanding, letter of intent, memorandums or agreements
by
both parties shall be superseded by this
agreement.
|
| 6.4 |
Upon
signing this agreement, the safeguarding provision under the Operation
and
Management Right Agreement between Shenzhen Media Investment Co.,
Ltd and
Sale s and Marketing Publishing House (Article B) shall be
cancelled.
|
| 6.5 |
Both
parties agreed that this agreement shall be effective during the
process
of changing business license.
|
| 6.6 |
This
agreement has two copies and one copy for each party. Each copy
has the
same legal effect.
|
| Transferors: |
Transferee:
|
|
| Sale and Marketing Publishing House | Shenzhen New Media Consulting Co., Ltd | |
| (Corporate Seal) | (Corporate Seal) | |
|
Date:
December 21, 2005
|
