Equity Transfer Agreement
Exhibit
4.50
[Translation
of Chinese Original]
Transferor:
Beijing Shi Xun Hu Lian Technology Co., Ltd. (“Party A”)
Address:
Xxxx 000, Xxxxxxxx Xxxx-Xxxx Xxxxxxxx X, Xxxxx Xx.0 Xxxxxxx Xxxx Xxxx, Xxxxxxx
Xxxxxxxx, Xxxxxxx
Transferee:
Beijing Novel-Super Digital TV Technology Co., Ltd. (“Party
B”)
Address:
Xxxx 000, Xxxxxxxx Xxxx-Xxxx Xxxxxxxx X, Xxxxx Xx.0 Xxxxxxx Xxxx Xxxx, Xxxxxxx
Xxxxxxxx, Xxxxxxx
This
Agreement is entered into by and between Party A and Party B hereto on February
26, 2010 in Beijing in respect of share transfer of Guangdong Digital Media
Technology Research & Development Institute Co., Ltd. (“the
Company”)
In
consideration of equality and mutual benefit and through friendly consultation,
it is agreed by the parties as follow:
Article 1
Consideration, Payment and Closing Date
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(1)
|
Party
A agrees to transfer to Party B its 90% equity interest in the Company
(the “Shares”) held by Party A for a consideration of RMB 2.7 million, and
Party B agrees to pay such condition to acquire the
Shares.
|
|
(2)
|
Party
B agrees to make the payment in lump sum by cash for acquiring the Shares
by March 31, 2010.
|
|
(3)
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Closing
date: February 28, 2010
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Article 2
Representations and Warranties
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(1)
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Party
A represents and warrants that its capital contribution for subscribing
the Shares was actually made and it has the legal ownership and full
disposal right of the Shares. Party A further represents and warrants that
the Shares are free from any mortgage, pledges or guarantees, and
recourses from any third party. Otherwise, all liabilities arising
therefrom shall be solely borne by Party A. Any undisclosed liabilities or
obligations borne by the Company that occur prior to closing date or any
other contingent legal liabilities that occur during the period of
transferring the Shares, shall be borne by Party A in proportion to its
then equity ownership in the
Company.
|
|
(2)
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Both
parties acknowledge that, despite the ongoing approval and registration
procedures for change of shareholders, Party B shall become the de facto
shareholder of the Company upon the closing date. Party A shall assist
Party B for its participation in decision-making and management of the
Company. Party A undertakes that it will not make any decisions with
respect to the management of the Company after the date of signing this
Agreement unless it notifies Party B and obtains its written
consent.
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|
(3)
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Party
A shall be responsible for preparing balance sheets as of the closing date
in accordance with relevant accounting standards and accounting systems by
February 28, 2010, and shall ensure the Company's cash balance as of the
closing date shall not be less than RMB 3 million, and net assets after
deduction of fixed assets and intangible assets shall not be less than RMB
3 million.
|
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(4)
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Upon
completion of the transfer under this Agreement, all rights enjoyed and
obligations borne by Party A in the Company shall be then enjoyed and
borne by Party B.
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(5)
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Party
B acknowledges the articles of association of the Company and undertakes
that it will perform its obligations and responsibilities in accordance
with such articles of association.
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Article 3
Sharing of Profits and Losses
Upon
approval and registration of the change of shareholders by industry and commerce
administration authority, Party B shall become a shareholder of the Company and
enjoy profits and bear losses of the Company in proportion to its equity
ownership of the Company and the articles of association.
Article 4
Costs and Expenses
The costs
and expenses occurred in respect of the transfer of the Shares shall be borne by
the respective parties in accordance with the law.
Article 5
Amendment and Termination
In any of
the following happens, the parties may amend or terminate this Agreement by
written agreement:
|
(1)
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The
Agreement can not be performed due to force majeure or unpreventable
external factor which is beyond a party’s control and is not due to the
fault of that party;
|
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(2)
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Any
party is no longer capable to actually perform this
Agreement;
|
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(3)
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It
is unnecessary to perform this Agreement due to a material breach by one
or both parties which materially and adversely affects the economic
interests of the observant party;
or
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(4)
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The
parties mutually agree to amend or terminate this Agreement due to change
of circumstances.
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Article 6
Dispute Resolution
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(1)
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Any
dispute in connection with the validity, performance, breach and
termination of this Agreement shall first be resolved through friendly
consultation between the parties;
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(2)
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If
such consultation fails, either party may submit for arbitration or appeal
to the people’s court.
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Article 7
Effectiveness and Date of This Agreement
This
Agreement shall come into effect on the date of being signed by the
parties.
Article 8
This Agreement is executed in five counterparts, each Party shall keep one
original, two copies shall be submitted to the industry and commerce
administration authority and one copy shall be held by the Company, all of which
have equal legal force.
Party A:
Beijing Shi Xun Hu Lian Technology Co., Ltd (Seal)
Authorized
Representative: /s/ Wangzhi Chen
Party B:
Beijing Novel-Super Digital TV Technology Co., Ltd. (Seal)
Authorized
Representative: /s/ Xxxxxxx Xxx
February
26, 2010
