AGREEMENT FOR DIVESTMENT OF SHENZHEN PENGSANGPU
AGREEMENT FOR DIVESTMENT OF SHENZHEN PENGSANGPU
This Agreement for
Divestment is entered into on
July 6th, 2009 by
and between:
(A)
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Beijing Deli Solar Technology
Development Co Ltd (“Deli Solar (Beijing)”) with corporate headquarter office at 3/F, West Wing of Xxxxxxxx Xxxxx, 00X Xxxxx Xxxxxxx Xxxx, Xxxxxxx,
Xxxxx, 000000, and
represented herein by
Deli Du in his
capacity as CEO of Deli Solar (Beijing) (“Seller”) which is the existing
controlling shareholder of Shenzhen PengSangPu Solar
Industrial Products Corporation (“SZPSP”),
and
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(B)
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Renzheng
Qiu, identified with
Identification Card No. 441426580819003 and residential registration at
Xxxxx 000, Xx.00 Xxxxxxxxxx Xxxxxx,
Xxxxxxx Xxxxxx, Xxx’an District, Shenzhen, Guangdong Province, China,
Xxxxxx
Xxxx,
identified with
Identification Card No. 441426196104060039 and residential registration at Xxxxx 000, Xx.00, Xxxxxxxxxx Xxxxxx, Xxxxxxx Xxxxxx, Xxx’an District, Shenzhen, Guangdong Province, China, and
Xxx
Xxx, identified with
Identification Card No. 650300196604100016 and residential
registration at Suite 0-000, Xxxx
Xxxx of Gongbeiqian River, Xiangzhou District, Zhuhai, Guangdong Province, China,
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in their capacity as recipient shareholders (“Recipients”)of SZPSP with sufficient authority to enter into
this Agreement (“Divestment Agreement”)
This Agreement for
Divestment is entered into
according to the following
terms and conditions:
1 The two parties agree that The Equity Purchase Agreement and Complementary Agreement to the
Equity Purchase Agreement signed on January 9th, 2008 and the Supplementary Agreement on
Terms, Pricing and Payment signed on March 25, 2008 shall be terminated upon April 1, 2009. The two parties agree that the benchmark date of the divestment is April 1st, 2009, after
which SZPSP is no longer considered as a subsidiary of Deli Solar (Beijing).
2 Party A shall receive full refund of RMB28.8 million yuan in
cash and 939,364 shares in common stock, effective immediately after the Signing Date.
Party A so far has obtained a combination of RMB 12,960,486.30 yuan in cash from Party B before the signing of
this Agreement and
therefore, the pending cash
payment for Party B shall be RMB15,839,513.70 yuan. The pending payment shall be settled in two installments within the following two months of the Signing Date. The first Installment of RMB8 million shall be settled within 10 days
after the Signing Date, while the remaining amount
shall be settled within two months of the Signing Date.
3 Delay in payment by Party B within the two months stipulated in this Agreement shall be subject to a penalty equal to 3% of the pending payment for every delayed day; If the delay in payment
exceeds the two months period stipulated in this Agreement, Party B
shall be subjective to a penalty equal to 5% of
the pending payment for
every delayed day.
4 Common Stock Certificates of China Solar & Clean Energy
Solutions, Ltd (“China Solar”) as equity consideration for the
acquisition of SZPSP shall be returned to Party A upon signing of
this Agreement. The
number of common stock of
China Solar held by Renzheng Qiu, Xxxxxx Xxxx and Xxx Xxx is 407,064, 266,150 and 266,150, respectively.
5 Besides the full refund of the
investment as described in
article two, Party B agree
to the amount to be transfered to party A as an additional payment in relation
with the net profit
from April 1st, 2008 to March 31st, 2009 ,the amount will be discussed and identified by the
two parties in the future.
6 Party B shall fulfill obligations stipulated in this
Agreement.
7 Both parties agree to keep confidential of the business
information related with the transaction unless it is otherwise disclosed in written or obtained from
public sources.
8 This Agreement shall supercede all previous agreements, written or
oral, and be effective as
of the Signing Date.
9 Disputes arising between the two
Parties during the course of execution of this
Agreement shall be resolved through friendly
negotiation and be
subjective to local
jurisdiction.
10 The Agreement shall be effective upon
the signing by the two
parties.
11 The Agreement shall be held in four copies of the same
form. Party A shall preserve one copy and the three Recipients of Party B shall
preserve one copy each with
the same legal effect.
(A)
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Beijing
Deli Solar Technology Development Co Ltd
Legal and authorized
representative: Deli Du Signature):
Date July 6,
2009
/s/ Du Deli
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(B)
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Recipient Shareholders
ofShenzhen PengSangPu
Solar Industrial Products Corporation
Renzheng Qiu (Signature):
Date June 30,
2009
/s/ Qiu Renzheng
Xxxxxx Xxxx (Signature):
Date June 30, 2009
/s/ Xxxx
Xxxxxx
Xxx Xxx (Signature): Date June 30, 2009
/s/ Luo
Bin
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