EQUITY INTEREST TRANSFER AGREEMENT
Exhibit
4.1
This
Equity Interest Transfer Agreement (Agreement)
is made
on January 18, 2007 in Beijing, the People’s Republic of China (the PRC).
AMONG
| (1) |
Beijing
Yucheng, Beijing
RSK,
and
Beijing Sunrisk
are
referred to as the Parties,
and
each a Party.
WHEREAS
| (1) |
Beijing
Sunrisk provides consultants, training, products and services for
management information and treasury management/risk management
systems of
financial industry in the PRC. The registered capital of Beijing
Sunrisk
is one million Renminbi yuan (RMB 1,000,000), the sole shareholder
of
which is Beijing RSK.
|
| (2) |
Beijing
Yucheng provides information services to customers in the banking
and
financial services industry in the PRC and proposes to purchase
all of the
equity interest of Beijing Sunrisk held by Beijing
RSK.
|
IT IS
AGREED
as
follows:
Article
1 Equity Interest Transfer
| 1.1 |
Beijing
Yucheng shall purchase the entire equity interest of Beijing Sunrisk
from
Beijing RSK subject to the terms and conditions of this Agreement,
and
Beijing RSK shall sell to Beijing Yucheng the equity interest aforesaid.
Upon completion of such transfer, Beijing Yucheng shall become
the sole
shareholder of Beijing Sunrisk, holding 100% of the equity interest
of
Beijing Sunrisk.
|
| 1.2 |
After
completing the equity interest transfer, the current shareholder(s)
and
actual controllers of Beijing RSK and current major management
and
technology officers of Beijing Sunrisk shall continue to be employed
by
Beijing Sunrisk for a period of not less than two (2)
years.
|
| 1.3 |
The
aggregate purchase price for the equity interest shall be forty
five
million Renminbi yuan (RMB 45,000,000) (Purchase
Price).
|
| 1.4 |
Unless
otherwise provided by this Agreement, the closing of the purchase
and sale
of equity interest contemplated by this Agreement (Closing)
and registration with the Administration for Industry and Commerce
(AIC)
shall be consummated no later than March 31, 2007.
|
Article
2 Payment of the Purchase Price
| 2.1 |
Payment.
Beijing Yucheng shall pay forty five million Renminbi yuan (RMB
45,000,000) to Beijing RSK
in three installments within eighteen (18) months after the date
of
signed,
of which payment arrangement shall be as
follows:
|
| (1) |
Beijing
Yucheng shall pay 55% of the Purchase Price, equal to twenty four
million
seven hundred and fifty thousand Renminbi yuan (RMB 24,750,000),
to
Beijing RSK before the signing of this Equity
Interest Transfer Agreement (Agreement).
If the conditions to this agreement are not satisfied, Beijing RSK
is
obligated to return all the funds representing payments hereunder
to
Beijing Yucheng.
|
| (2) |
Beijing
Yucheng shall pay 21.67% of the Purchase Price, equal to nine million
seven hundred fifty thousand Renminbi yuan (RMB 9,750,000) to Beijing
RSK
after Beijing Sunrisk reaches or exceeds business objectives of 2006,
which is Beijing Sunrisk net profit after taxes in 2006 of five million
Renminbi yuan (RMB 5,000,000) under US GAAP. If Beijing Sunrisk fails
to
reach business objectives of 2006, Beijing Yucheng shall pay to Beijing
RSK the amount calculated as follows:
|
(RMB
9,750,000)×
(actual
net profit after taxes /business objectives of 2006)
Financial
audit of Beijing Sunrisk in the year of 2006 and the payment stipulated under
Article 2.1 (1) shall be consummated no later than February 28, 2007.
| (3) |
Beijing
Yucheng shall pay 23.33% of Purchase Price, equal to ten million
five
hundred thousand Renminbi yuan (RMB 10,500,000) to Beijing RSK after
Beijing Sunrisk reaches or exceeds business objectives of 2007, which
is
Beijing Sunrisk net profit after taxes for 2007 of nine million Renminbi
yuan (RMB 9,000,000) under US GAAP. If Beijing Sunrisk fails to reach
business objectives of 2007, Beijing Yucheng shall pay to Beijing
RSK the
amount calculated as follows:
|
(RMB
10,500,000)×
(actual
net profit after taxes /business objectives of 2007)
Financial
audit of Beijing Sunrisk in the year of 2007 and the payment stipulated under
Article 2.1 (2) shall be consummated no later than March 31, 2008.
Article
3 No Other Negotiation Clause
From
the
effective date of the Agreement until the termination of this Agreement,
neither
Beijing
RSK nor Beijing Sunrisk shall propose any negotiation, enter into any memorandum
or agreement providing for any acquisition by any other third party of any
capital stock or any part of the assets of Beijing Sunrisk or cooperation with
any other third party related to any capital stock or any part of the assets
of
Beijing Sunrisk. If Beijing RSK or Beijing Sunrisk fails to perform this No
Other Negotiation Clause, it shall be liable to Beijing Yucheng.
Article
4 Confidentiality
The
Parties hereby consent and guarantee that unless stipulated by mandatory
provisions of laws and regulations of the PRC or required by judicial
departments, each Party may not disclose any content of this Agreement or
confidential information of other Party received from the execution and
performance of this Agreement to any other individuals or legal persons
without
prior permission of other Party.
Article
5 Applicable Law and Settlement of Disputes
The
validity, interpretation, implementation and disputes resolution of this
Agreement shall be governed by the laws and regulations of the PRC. All disputes
arising from the performance of this Agreement shall be settled through friendly
negotiations. Should no settlement be reached, dispute shall then be submitted
for litigation in court with jurisdiction. Beijing Yucheng and Beijing RSK
shall
perform this Agreement other than disputed terms before settlement.
Article
6 Effective Date of Agreement
This
Agreement shall become effective upon being signed by the legal representative
or authorized representative of Parties and shall be binding to each Party
thereafter.
Article
7 Versions
This
Agreement is executed in Chinese and English versions. Both versions are legally
binding. In case of any conflicts, Chinese version shall prevail. Beijing
Yucheng, Beijing RSK and Beijing Sunrisk collectively, each hold one (1)
original Chinese and English copy.
IN
WITNESS WHEREOF,
the
Parties have caused this Agreement to be executed as of the date first written
above.
BEIJING
YUCHENG TECHNOLOGIES COMPANY LIMITED
| By: /s/ Xxxxxxx Xxxx | |||
|
Name: Xxxxxxx
Xxxx
Title: CEO
|
BEIJING
RUISENKE INFORMATION TECHNOLOGY COMPANY LIMITED
| By: /s/ Xxxxx Xxxx | |||
|
Name:
Xxxxx Xxxx
Title: CEO
|
BEIJING
SUNRISK INFORMATION TECHNOLOGY COMPANY LIMITED
| By: /s/ Xx Xxxx | |||
|
Name:
Xx Xxxx
Title: CEO
|
