EQUITY TRANSFER AGREEMENT
Exhibit 10.2.6
[Translation of Chinese original]
This Agreement is entered into on this 12th day of June, 2009 by and among:
(1) | REDGATE INTERACTIVE ADVERTISING (BEIJING) CO., LTD., a limited liability company duly established and validly existing under the laws of the People’s Republic of China, with its domicile at Xxxxx 000, Xxxxxxxx 0, 00 Xxxxxxxxxxxxx Xxxxxx, Xxxxxxxx District, Beijing (hereinafter referred to as the “Transferor”); | |
(2) | XXXXXXX XXX, a natural person and citizen of the People’s Republic of China whose ID card number is 000000000000000000 and whose residential address is Flats 801 and 802, Xxxxxxxx 0, 000 Xxxxxxxxx Xxxx, Xxxxxxxx; | |
XXXXXXX XXXX, a natural person and citizen of the People’s Republic of China whose ID card number is 31010219690611525X and whose residential address is Flat 202, 00 Xxxxx Xxxxxxx Xxxxx, Xxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxxx; | ||
XXXXXX XXX, a natural person and citizen of the People’s Republic of China whose ID card number is 000000000000000000 and whose residential address is 00-0, Xxxxx 0, Xxxxx Xxxxxxxxxxxx, Xxxxx Xxxx Road, Hangzhou, Zhejiang; (Xxxxxxx Xxx, Xxxxxxx Xxxx and Xxxxxx Xxx are hereinafter collectively referred to as “Transferee”); and | ||
(3) | SHANGHAI YARUN CULTURE COMMUNICATIONS CO., LTD., a limited liability company duly established and validly existing under the laws of the People’s Republic of China, with its domicile at X-000, 0 Xxxx Xxxx, Xxxxxxxx (the “Company”). |
(The Transferee, the Transferor and the Company shall hereinafter be referred to, jointly, as the
“Parties” and, individually, as a “Party”).
The current registered capital of the Company is Renminbi Three Million (RMB3,000,000). The
Transferor holds 100 percent of the equity interest of the Company. Pursuant to the relevant laws
and regulations, and following the negotiations between the Parties hereto, it is agreed as
follows:
ARTICLE 1. EQUITY TRANSFER
1. | The Transferor shall transfer 40 percent of the total equity interest in the Company to Xxxxxxx Xxx for a consideration of Renminbi One Million and Two Hundred Thousand (RMB2,200,000), 40 percent of the total equity interest in the Company to Xxxxxxx Xxxx for a consideration of Renminbi One Million and Two Hundred Thousand (RMB1,200,000), and 20 percent of the total equity interest in the Company to Xxxxxx Xxx for a consideration of Renminbi Six Hundred Thousand (RMB600,000). | ||
2. | The Transferor warrants that the equity interest to be transferred has not been pledged. With the exception of the foregoing, the Transferor shall not make any representations, |
warranties nor bear any liabilities with respect to the equity interest to be transferred or the status of the Company. |
3. | The Parties confirm that the consideration for the equity transfer has been paid in full by the Transferee on the execution date hereof in accordance with the manner as agreed, with each party comprising the Transferee hereto paying its respective share of the consideration. |
ARTICLE 2. LIABILITY FOR BREACH OF CONTRACT
If any Party is in breach of the provisions hereof, it shall bear the corresponding liabilities in
respect of the breach.
ARTICLE 3. DISPUTE RESOLUTION
In the event of a dispute in the performance of this agreement, the Parties shall resolve the
dispute through negotiations. If the dispute is not resolved by negotiations, any Party may submit
the dispute for arbitration to the Shanghai Arbitration Commission.
ARTICLE 4. OTHERS
1. | This Agreement is made in six (6) counterparts, the Parties hereto shall each hold one original and the remaining originals shall be used to carry out the relevant registration procedures. | ||
2. | This Agreement shall enter into effect after it is signed by the Parties. |
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Transferor:
REDGATE INTERACTIVE ADVERTISING
(BEIJING) CO., LTD. [company seal]
(BEIJING) CO., LTD. [company seal]
By: | /s/ Xxxx Xxx | |||
Name of Legal Representative: | Xxxx Xxx |
Transferee:
XXXXXXX XXX
Signature: | /s/ Xxxxxxx Xxx | |||
XXXXXXX XXXX
Signature: | /s/ Zhenhui Xxxx | |||
XXXXXX CAO |
||||
Signature: | /s/ Xxxxxx Xxx |
SHANGHAI YARUN CULTURE
COMMUNICATIONS CO., LTD. [company seal]
COMMUNICATIONS CO., LTD. [company seal]
By: | /s/ Xxxxxxx Xxx | |||
Name of Legal Representative: | Xxxxxxx Xxx |