Jinan Pu’an Alliance Software Company Limited Equity Transfer Agreement Jan. 27, 2005
English
Translation
Jinan
Pu’an Alliance Software Company Limited
Jan.
27,
2005
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This
Agreement is entered into in Beijing this 27th Day of January 2005 by and
between
Xxx
Xxxxxxxx,
a
Chinese citizen (ID
No.:
000000000000000) residing
at Xx.
00,
Xxxxxxxxxx Xxxx, Xxxxx City
(hereinafter referred to as “Party A”);
Zhang
Tingbin,
a
Chinese citizen (ID
No.: )
residing
at Xx. 000, Xxxxxx Xxxx, Xxxxx Xxxxxxxx, Xxxxx Xxxx (hereinafter referred to
as
“Party B”);
Yang
Huamao,
a
Chinese citizen (ID No. ) residing at Xx. 0, 00/X, Xxxxx Xxxxxxxx, Xxxxxxx
New
Village, Xicheng District, Jinan City (hereinafter referred to as “Party
C”);
Wang
Hu,
a
Chinese citizen (ID No.: 370102500705371) residing at Xx. 00, Xxxxxxxxx Xxxx,
Xxxxx Xxxxxxxx, Xxxxx Xxxx (hereinafter referred to as “Party D”);
Ren
Jialin,
a
Chinese citizen (ID No.: 000000000000000000) residing at Xx.
00,
Xxxxxxxxxx Xxxx, Xxxxx City
(hereinafter referred to as “Party E”); and
TIME
MAKER LIMITED,
a legal
person duly established and operated in United Kingdom of Great Britain in
accordance with the English laws with its principal office at P. X. Xxx 000,
00-00 Xxxxxxxx Xxxx, Xx. Xxxxxx Port, Guernsey, Xxxxxxx Xxxxxxx, XX0 0XX, Xxxxxx
Xxxxxxx (hereinafter referred to as “Party F”),
After
friendly consultation and negotiation between the six parties on the transfer
of
the 100% share of Jinan Pu’an Alliance Software Company Limited (hereafter
referred to as “the Company”), a company founded in China on September 28, 2001
with registered capital of RMB 4,200,000.
Recitals
Whereas
Party A, Party B, Party C, Party D, and Party E, owners of 32.56%, 13.83%,
13.83%, 13.83%, 19.89% and 19.89% of the equities of the Company respectively,
are transferring to Party F as per the covenants of this Agreement 100% of
their
holdings in the Company valued at XXX 0, 000, 000. 05 and Party F will accept
the transfer as per this Agreement;
Whereas
Party A, Party B, Party C, Party D and Party E are collectively referred to
as
“the Sellers” and Party F is referred to as “the Purchaser”. Jointly and
Collectively the Seller and the Purchase are referred to as “the Parties” or
“All Parties”.
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Now
therefore the Parties agree as follows:
Article
2 Share Transfer and Pricing
|
2.1
|
The
subject and its consideration
|
|
(1)
|
Party
A transfers to Party F 32.56 % of shares in the Company and
the related interest as held by party A. Party F agrees to accept
the
above transfer, and the Parties agree that the full consideration
to the
above transfer is RMB one million thirty-one thousand one hundred
and
sixty (RMB 1, 031, 160.00).
|
|
(2)
|
Party
B transfers to Party F 13.83 % of shares in the Company and
the related interest as held by party B. Party F agrees to accept
the
above transfer, and the Parties agree that the full consideration
to the
above transfer is RMB four hundred and thirty-seven thousand nine
hundred
and ninety (RMB 437, 990.0).
|
|
(3)
|
Party
C transfers to Party F 13.83 % of shares in the Company and
the related interest as held by party C. Party F agrees to accept
the
above transfer, and the Parties agree that the full consideration
to the
above transfer is RMB four hundred and thirty-seven thousand nine
hundred
and ninety (RMB 437, 990.0).
|
|
(4)
|
Party
D transfers to Party F 18.89 % of shares in the Company and
the related interest as held by party D. Party F agrees to accept
the
above transfer, and the Parties agree that the full consideration
to the
above transfer is RMB six hundred and twenty-nine thousand nine hundred
and seven (RMB 629, 907.0).
|
|
(5)
|
Party
E transfers to Party F 18.89 % of shares in the Company and
the related interest as held by party E. Party F agrees to accept
the
above transfer, and the Parties agree that the full consideration
to the
above transfer is RMB six hundred and twenty-nine thousand nine hundred
and seven (RMB 629, 907.0).
|
|
(6)
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The
Sellers warrant that they have free-hold and complete rights and
titles in
the shares to be transferred and the rights to dispose the same,
and the
above shares are free from any lien, pledge or
claims.
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2.2
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Payment
|
The
above
transfer prices shall be fully paid by Party F into the account designated
by
the Sellers upon signing of this Agreement.
|
2.3
|
Taxes
and fees
|
Each
party shall be responsible for the expenses, fees, taxes and/or other cost
incurred or payable when performing the Agreement as stipulated in the laws
and
regulations of People’s Republic of China.
|
2.4
|
Related
interests
|
All
the
rights and interests of the transferred share accrued before its registration
with the Administration of Industry and Commerce shall be for the Sellers;
all
the rights and interests of the share transferred on and after the registration
with the Administration of Industry and Commerce shall be for Party
F.
Article
3 Representations and Warranties
|
3.1
|
The
Sellers hereby represent and warrant to the Purchaser
that
|
|
(1)
|
the
Company is duly organized and validly existing under the laws of
the
jurisdiction under which it is
established.
|
|
(2)
|
they
have all requisite power, authority, approval and other procedural
permit
to execute, deliver this Agreement, and the sufficient capacity and
ability to perform their obligations under this
Agreement.
|
|
(3)
|
the
making and performance of this Agreement by them and to fulfill their
obligations hereunder, does not and will not violate any applicable
laws,
regulations, decrees, notice or rules or the company by-laws applicable
to
it or any other material agreement to which they are a party or by
which
they are bound.
|
|
(4)
|
it
is responsible for the authentication, completeness, accuracy and
effectiveness of all the materials submitted for the execution of
this
Agreement and there is no untrue information in the documents presented
or
deliberate omission of any part of the documents presented hereby
to
mislead the other parties.
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(5)
|
they
have timely fulfilled their obligations of making the capital contribution
to the Company.
|
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(6)
|
they
have free-hold and complete rights and titles in the shares to be
transferred and the rights to dispose the same, and the subject shares
are
free from any lien, pledge or
claims.
|
|
(7)
|
the
share transfer will not be disapproved or unduly delayed in its approval
or registration for any reason caused by
themselves.
|
|
3.2
|
The
Purchaser hereby represents and warrants to the Sellers
that
|
|
(1)
|
it
is duly organized and validly existing under the laws of the jurisdiction
under which it is established.
|
|
(2)
|
it
has all requisite power, authority, approval and other procedural
permit
to execute, deliver this Agreement, and the sufficient capacity and
ability to perform their obligations under this
Agreement.
|
|
(3)
|
the
making and performance of this Agreement by it and to fulfill its
obligations hereunder, does not and will not violate any applicable
laws,
regulations, decrees, notice or rules or the company by-laws applicable
to
it or any other material agreement to which it is a party or by which
it
is bound.
|
Article
4 Registration with AIC
All
Parties agree that within three months after signing of this agreement, the
Sellers shall:
| 1. |
launch
the application to relevant foreign economics and xxxxx xxxxxxxxx
for
turning the status of the Company into foreign-invested
enterprise;
|
| 2. |
acquire
the approval for foreign-invested
enterprise;
|
| 3. |
finish
the registration with Administration of Industry and Commerce (AIC)
for
share transfer as well as the change of status from domestic enterprise
to
foreign-invested enterprise, and acquire the business license for
foreign-invested enterprise from AIC.
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Article
5 Obligations
|
5.1
|
The
Sellers have the following
obligations:
|
|
(1)
|
The
Sellers shall transfer the shares pursuant to the provisions in the
Agreement;
|
|
(2)
|
The
Sellers shall procure that resolution of shareholder’s meeting regarding
the share transfer be approved in the shareholder
meeting;
|
|
(3)
|
The
Sellers shall prepare all the documents necessary to facilitate the
share
transfer and revision of articles of association of the Company as
required by China laws, including but not limited to the resolution
by
shareholders meeting regarding the share
transfer;
|
|
(4)
|
The
Sellers shall accomplish all approval procedures regarding the
incorporation of foreign-invested
enterprise;
|
|
(5)
|
The
Sellers shall accomplish all registration matters concerning change
of
status of the Company;
|
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(6)
|
The
Sellers shall bear joint and several liabilities for obligations
under
this agreement.
|
|
5.2
|
The
Purchase has the following
obligations
|
|
(1)
|
The
Purchaser shall pay the transfer price pursuant to provisions of
this
agreement;
|
|
(2)
|
The
Purchaser shall provide assistance to the Sellers in conducting the
approval procedures in incorporation of foreign-invested
enterprise;
|
|
(3)
|
The
Purchaser shall provide assistance to the Sellers in conducting the
registration procedures regarding the share transfer in this agreement;
|
|
(4)
|
The
Purchaser shall fulfill other obligations stipulated in this
agreement.
|
Article
6
Confidentiality
| 6.1 |
Each
party hereto is obliged to keep the existence of this agreement
and all
the other related information confidential before the registration
with
AIC.
|
| 6.2 |
The
party in breach of the obligation as provided in Clause 6.1 shall
compensate the other parties all the loss caused by the disclosure
of the
confidential information.
|
Article
7 Liability
for breach of Agreement
| 7.1 |
In
case that the performance of the Agreement is impossible due
to one party
breaching the contract, the Party in breach shall compensate
all direct
losses suffered by the other parties. Where the performance is
impossible
due to other reasons, the parties shall try to recover the original
status.
|
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Article
8 Applicable
law and dispute settlement
| 8.1 |
This
Agreement shall be governed by and constructed and interpreted
in
accordance with the laws of the People’s Republic of
China.
|
| 8.2 |
The
parties shall make best endeavor to resolve any dispute arising
out of or
in connection with the Agreement through friendly consultations
between
them. Should such dispute fail to be settled through consultation,
it
shall be submitted to the China International Economic and Trade
Arbitration Commission (CITEAC) seated in Beijing. The arbitration
shall
be carried out in accordance with its applicable arbitration
rules. The
arbitration expenses shall be borne by the losing
Party.
|
Article
9 General
Clauses
| 9.1 |
If
any clause of this Agreement will be regarded as illegal, invalid,
prohibited or unenforceable during performance, other clauses
or articles
herein shall remain to be
effective.
|
| 9.2 |
All
notices, demands or other formal communications required or permitted
to
be given or made hereunder, shall be in writing and delivered
personally
by hand, or sent by registered airmail, telegraph or facsimile
as per the
contact details provided at the beginning of this Agreement.
The receiver
shall confirm the delivery by signing return receipt. If there
will be any
modification of the address or facsimile number of one party,
the Party
shall notify the other Party in advance at least ten days before
such
modification will take effect.
|
| 9.3 |
Eight
(8) originals of this Agreement shall be made and each copy shall
have
equal legal effect.
|
| 9.4 |
This
Agreement shall be effective upon signature and seal by authorized
representative of the six Parties.
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Party
A Xxx Xxxxxxxx
Party
B Zhang Tingbin
Party
C Yang Huamao
Party
D Wang Hu
Party
E Ren Jialin
Party
F TIME
MAKER LIMITED
Legal
representative or Authorized representative
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