Equity Transfer Agreement (English Translation) May 22, 2008
Exhibit
10.1
(English
Translation)
May
22, 2008
THIS
EQUITY
TRANSFER AGREEMENT (the “Agreement”)
is
made and entered into on May 22, 2008 (the “Execution
Date”)
in
Beijing of China BY
AND AMONG
Transferer
: Beijing Marine Communication & Navigation Company
(“MCN”)
AND
Transferee:
Beijing Peking University ChinaFront High Technology Co., Ltd.
(“PKU”)
Company:
China TranWiseway Information Technology Co., Ltd. (“China TranWiseway” or the
“Company”)
WHEREAS:
| 1. |
China
TranWiseway is a limited liability company duly incorporated and
existing
under the Company Law of the People’s Republic of China (“China”),
and other relevant laws and regulations of
China.
|
| 2. |
MCN,
Xx Xxxx and Xxxxxxx Xxxx are the existing shareholders of the Company,
who
invest in the Company RMB 2.5 million, XXX 000,000, XXX 100,000,
holding
83.33û,
13.34û
and 3.33% of the shares of the Company,
respectively.
|
| 3. |
PKU
has entered into an equity transfer agent with Xx Xxxx and Xxxxxxx
Xxxx on
May 9, 2008 to purchase 13.34% and 3.33% of the equity ownership
of the
Company held by Xx Xxxx and Xxxxxxx Xxxx,
respectively.
|
| 4. |
PKU
has determined to
purchase 53.33% of the equity ownership of the Company held by
MCN, in
accordance with the terms and conditions of the Agreement. (“Equity
Transfer”)
|
2
NOW
THEREFORE,
the
Parties, on the basis of equality and mutual benefit and in accordance with
the
Law of China On Chinese-Foreign Contractual Joint Ventures, the Company Law
of
China and other relevant laws and regulations of China, have made and entered
into the Agreement with respect to the Equity Transfer, under which the Parties
hereby agree as follows:
Article
1
Equity
Transfer
|
1.1
|
Equity
transfer
|
| 1.1.1 |
The
Parties agree that PKU will purchase 53.33% of the Company’s shares at a
purchase price of RMB 2.5 million (“Equity
Transfer Payment”)
in accordance with the terms and conditions set forth in this
Agreement.
|
| 1.1.2 |
The
Parties agree that upon the Equity Transfer, the capital subscription
in
registered capital by the shareholders and their respective share
proportions shall be as follows:
|
|
Name
of Shareholders
|
Capital
subscription in registered capital(unit: RMB)
|
Share
proportion
|
|
PKU
|
2,100,000
|
70%
|
|
MCN
|
900,000
|
30%
|
|
Total
|
3,000,000
|
100%
|
Article
2
Payment
of the Equity Transfer
| 2.1 |
MCN
and the Company agree to be subject to the terms and conditions
set forth
in the Agreement with respect to the Equity Transfer hereunder
and arrange
the same agent to handle the necessary filing and registration
of Equity
Transfer with the Administration for Industry and Commerce.
The Parties
agree to do their best to sign the necessary legal documents
required by,
including but not limited to, commerce authorities and administrations
for
industry and commerce at any time so as to fulfill the filing
and
registration of the Equity Transfer as soon as possible.
|
|
2.2
|
Upon
the execution of the Agreement, PKU is entitled to appoint a CFO
of the
Company. The official seal of the Company, contract seal and appropriative
finance seal shall be kept by the CFO appointed by PKU, and the
private
seal of the legal representative by the existing financial assistant.
|
3
| 2.3 |
The
Company and the MCN shall take all necessary measures to demand
the
account receivables listed in Exhibit II be paid off as soon as
possible.
|
| 2.4 |
MCN
shall issue the written notice for Equity Transfer Payment to PKU
before
each installment, in which details about designated payment account
shall
be specified.
|
| 2.5 |
PKU
shall pay the Equity Transfer Payment to MCN according to the following
schedule:
|
|
(1)
|
PKU
shall pay 30% to the Transferer of the Equity Transfer Payment,
i.e., RMB
750,000 yuan, in five (5) business days since the Execution
Date;
|
|
(2)
|
PKU
shall pay other 70% of the Equity Transfer Payment, i.e., RMB 1,750,000
yuan, in five (5) business days following the date of completion
of
alteration registration with the relevant Administration of Industry
and
Commerce.
|
Article
3
Representation
and Warranties of PKU
| 3.1 |
PKU’s
legal status and capacity.
PKU has the full power, rights and capacities for execution,
delivery and
performance of the Agreement, and can act as the subject of litigation.
PKU’s execution and performance of the Agreement shall not violate
any
relevant laws and regulations or government order, nor breach
any contract
or agreement binding upon PKU or its assets
thereof.
|
|
3.2
|
Legality
of the Equity Transfer Payments.
PKU hereby warrants that its Equity Transfer Payment for acquiring
the
Transferer’ equity interests in the Company are legal, and PKU has full
power and capacity to make the Equity Transfer Payment to the Transferer
subject to the terms and conditions of the
Agreement.
|
4
Article
4
Representation
and Warranties of the Company and Transferers
Unless
disclosed to PKU in written form, the Company and the MCN hereby represent
and
warrant to PKU with respect to the following events as at or prior to the
Execution Date of the Agreement:
| 4.1. |
Authorization.
Each of the MCN and the Company has the requisite power and
authority to
enter into this Agreement and carry out its obligations hereunder.
The
Agreement shall be binding upon the MCN and the
Company.
|
| 4.2. |
No
Conflict.
The execution and performance of the Agreement shall not breach,
conflict
with the articles of association of the Company or other bylaws
of its
organization rules, nor violate any mandatory stipulations of China’s laws
and regulations; all MCN and the Company have acquired all requisite
consent or authority in respect of the transactions hereunder from
a third
party.
|
| 4.3. |
Duly
existing.
The Company is a limited liability company duly incorporated and
existing
under the laws of China.
|
| 4.4. |
Investment.
The Company does not invest in or operate, including but not limited
to
its subsidiaries, branch companies, representative offices or branches;
or
any other entity controlled directly or indirectly by the Company
or any
other entity in which the Company holds
shares.
|
| 4.5. |
Financial
statement.
The financial statement (including balance sheet, profit & loss
statement and cash flow statement) in Exhibit I fairly, completely
and
accurately represents the operations and financial position and
results of
the Company as of April 30, 2008. The
Company’s financial records and books are prepared in accordance with
China’s laws and PRC GAAP.
|
| 4.6. |
Undisclosed
liabilities.
Except for the liabilities that are generated from Company’s ordinary
course of business (which will not materially affect any shareholders
and
the Company), the Company does not have any other liabilities that
are not
disclosed in the Balance Sheet, and the Company has never furnished
others
with security of guaranty or has assets with any pledge, mortgage
or any
other security right.
|
| 4.7. |
Capital
structure.
The share structure of registered capital of the Company in the
articles
of association of the Company and its amendment with filing and
registration with the Administration for Industry and Commerce
comply with
the articles of association and its amendments provided by the
MCN to PKU
(information about share structure is set forth in Item 4.7 of
Disclosure
List ), which represents the complete and accurate capital structure
of
the Company prior to the Equity Transfer. Except for the above
shares, the
Company has never promised to anybody in any form or issued any
other
securities, shares, bonds or options, or any other same or similar
shares.
|
5
| 4.8. |
No
Change.
From the Balance
Sheet Date (April
30, 2008) to the Execution
Date
(May 22, 2008) of the Agreement, unless otherwise specified in
the
Agreement or disclosed in Item 4.8 of Disclosure List by MCN and
the
Company which shall be approved by PKU in written form, the Company
does
not:
|
| 4.8.1 |
repay
the liabilities in advance;
|
|
4.8.2
|
furnish
others with security of guaranty or have assets with any mortgage,
deliver
of pledge or any other security
right;
|
|
4.8.3
|
exempt
its creditor’s rights upon others or waive its rights of
claim;
|
|
4.8.4
|
revise
any existing contracts or
agreements;
|
|
4.8.5
|
give
bonus to any management, director, employee, sales representative,
agent
or adviser or increase their income in any other form, nor raise
the
salaries of the five persons with the best salary in the Company
and CEO,
President, COO and CFO by 10% within twelve
months;
|
|
4.8.6
|
suffer
any loss (whether or not has bought the insurance), or deteriorate
relationship with suppliers, customers or employees, which may
lead to
adverse impact on the Company;
|
|
4.8.7
|
change
the method of accounting calculation, accounting policy or principles
or
rules and regulations of financial accounting of the
Company;
|
|
4.8.8
|
transfer
or authorize others to use the intellectual property of the Company
except
in the Company’s normal business
activities;
|
|
4.8.9
|
have
material change with regard to conventional sales or accounting
method,
employing policy or rules and
regulations;
|
|
4.8.10
|
have
materially adverse change regarding the Company’s financial position; or
have other transactions rather than the regular business and give
rise to
responsibilities;
|
6
|
4.8.11
|
make
any resolution by shareholders’ meeting or board resolutions which are
different from those discussing routine matters at annual general
meeting,
excluding those made particularly for the performance of the
Agreement;
|
|
4.8.12
|
declare,
pay, or is to declare, pay, cause any dividends, bonus or dividends
paid
to shareholders in any other form;
|
|
4.8.13
|
(i)
sell, mortgage, pledge, lease, transfer or dispose beyond its normal
business scope the assets whose transaction amount reaches over
RMB
30,000, (ii) dispose any fixed asset or approve the disposal of
its fixed
asset by others, give up the control over the assets of the Company,
enter
into any contract which may result in the fixed assets expenditure,
or
give rise to any other obligations; (iii) have any expenditure
over RMB
30,000 beyond its normal business scope or purchase any tangible
or
intangible assets (including the share equity investment in any
company);
|
|
4.8.14
|
have
any transaction or action not belonging to its ordinary course
of
business; or
|
|
4.8.15
|
have
any action or omission which may lead to the above
events.
|
| 4.9 |
Tax
Matters.
The Company has had filed all the tax registrations required
by the laws
and regulations, and has paid all the taxes due.
|
|
4.10
|
Assets.
The Company has the full power and right to own and use all their
fixed
assets and intangible assets. Details are set forth in Item 4.10
of
Disclosure List.
|
| 4.11 |
Real
Property.
The Company does not own or lease any real
property.
|
| 4.12 |
Contracts.
MCN and the Company hereby warrant that each of the counterparts
of
agreements shall be executed as the original; that the Company
does not
have any of the following contracts, agreements or documents binding
upon
the Company or to which the Company is a party, or violate the
terms and
conditions or obligations of such contracts, agreements or documents,
which:
|
| 4.12.1 |
are
not made in the ordinary course of
business;
|
| 4.12.2 |
are
not concluded on a fair base;
|
| 4.12.3 |
result
in the Company’s loss or prejudice to the Company’s
benefit;
|
| 4.12.4 |
cannot
be implemented with reasonable efforts and expenditure;
or
|
| 4.12.5 |
limit
the Company’s free operation
activities.
|
7
| 4.13 |
Intellectual
property.
Unless otherwise disclosed in Item 4.13 of Disclosure List, the
Company
has the legal title of or rights to use all the intellectual properties
being used by the Company (including but not limited to patent,
trademark,
copyright, know-how, domain name and business secret, etc.), and
the
Company has acquired all the necessary authorization or license
of the
intellectual property with regard to a third party’s intellectual property
during its operation (including but not limited to the intellectual
property license for the services with regard to providing value-added
services). The Company does not infringe upon others’ intellectual
property rights, business secret, know-how or similar rights, and
is not
involved in any claim for compensation, dispute or proceedings,
which
remain unresolved or may occur, against the Company due to the
infringement upon any third party’s intellectual property rights, business
secret, know-how or similar rights. The Company has officially
registered
its trademark, patent, software copyright and domain name with
relevant
authorities.
|
| 4.14 |
Litigation.
The Company is not subject to any of the following events which
may bring
materially adverse impact on the Company, or have negative impact
on the
execution, validity and enforceability of the Agreement and the
Equity
Transfer thereof, whether it is implemented, remain unresolved
or may
occur:
|
| 4.14.1 |
penalty,
ban or order against the Company by any government
authorities;
|
| 4.14.2 |
proceedings
or dispute against the Company such as civil, criminal and administrative
actions and arbitration, etc.
|
| 4.15 |
Legal
Compliance.
The Company’s current operation is in full compliance with the existing
laws and regulations, rules and other provisions by relevant
administrations of China (collectively “Laws
and Regulations”),
and the Company does not breach any of such Laws and Regulations
which may
lead to materially adverse impact on the Company’s operation or its
assets.
|
| 4.16 |
Employees.
|
| Unless otherwise disclosed in Item 4.16 of Disclosure List, |
| 4.16.1 |
all
the employees of the Company abide by relevant applicable labor
laws;
|
|
4.16.2
|
there
are not any labor disputes or potential labor disputes between
the Company
and its employees and former
employees;
|
| 4.16.3 |
the
Company does not have any overdue economic compensation, payable
due to
terminating the labor contracts, or similar obligation to pay the
indemnity or compensation costs with regard to
employment;
|
| 4.16.4 |
the
Company has fully paid and/or withheld employees’ social insurance or
welfares in accordance with relevant laws and regulations, including
endowment insurance, housing fund, medical insurance, unemployment
insurance and other payable insurance or welfare as per relevant
laws and
the agreements, and therefore does not have any existing or potential
disputes concerning such social insurance and
welfares.
|
8
| 4.17 |
Special
representation and warranties of MCN and the Company.
In addition to the general representation and warranties aforesaid,
MCN
and the Company further represent and warrant
that:
|
| 4.17.1 |
all
the documents including account books, records of equity changes,
financial statement and other records of the Company have been
kept
complying with business rules and controlled by the Company,
and all the
principal transactions in connection with the Company’s operation have
been recorded in an accurate and regular
way;
|
|
4.17.2
|
as
of the date when MCN transfers all legal and financial documents
to PKU
(the “Transfer
Date”),
all the documents of the Company including the minutes of board
meetings
and meetings of shareholders’ conference and shareholder list have been
kept safely, in which all necessary events required by such documents
are
recorded completely and accurately;
|
| 4.17.3 |
as
of the Balance Sheet Date, (1) except for the normal operation,
there are
no events giving rise to advanced debt maturity; (2) except for
the normal
operation, there are no any assets of the Company disposed or out
of the
Company’s control, and the Company does not reach any agreement which
might give rise to additional expenditure, nor have any responsibility
thereof;
|
| 4.17.4 |
the
Company has submitted to tax authorities all required information;
and up
to the Execution Date of the Agreement, the Company does not
have any
disputes with tax authorities regarding tax responsibility or
potential
tax responsibility or tax
incentives;
|
9
|
4.17.5
|
the
Company has the financial documents for normal taxing and tax
payment and
all the necessary supporting documents for tax incentives with
the
approval by relevant government departments; and
|
|
4.17.6
|
except
for the employee benefit and social welfare insurance in accordance
with
the Labor Law of China and relevant provisions, the Company does
not
provide any other incumbent, retire or elderly welfares or
insurance.
|
| 4.18 |
Real
holder.
The Transferer is the real holder of the equity interests in the
Company,
and upon the execution of the Agreement, there is no mortgage,
pledge,
security rights, lien, impediment or other limits in any form to
the
transferred equity, and the Transferer holds the equity interests
only for
its own sake in stead of proxy holding for any other third
party.
|
| 4.19 |
Information
disclosure.
The representations and warranties and statements of fact made
in this
Agreement are, as applicable, accurate, correct and complete and
do not
contain any untrue material fact or omission to state any material
fact.
|
| 4.20 |
The
Company and the MCN shall make the above representations and warranties
to
PKU again on the Transfer Date, as the case may
be.
|
Article
5
Governing
Structure of the Company after the Equity Transfer
|
5.1.
|
After
the close of the Equity Transfer, three (3) individual persons
constitute
the Board of Directors of the Company, two (2) are recommended
by PKU and
one (1) by MCN.
|
|
5.2.
|
Upon
the Equity Transfer, the governing structure of the Company shall
be
carried out according to the Company Law of the People’s Republic of
China.
|
10
Article
6
Further
Guarantee of the Company and the Transferer
|
6.1
|
Corporation
Management.
During the period from the execution of the Agreement up to the
alternation of registration with the Administration for Industry
and
Commerce accepted by the Parties, unless as is specified in the
Agreement
and the Exhibits to the Agreement or approved by PKU in written
form, the
MCN and the Company covenant that the Company
will:
|
| 6.1.1. |
be
operating in a normal way. The Company will continue to maintain
its
relationship with customers so that the Company’s reputation and operation
will not be materially adversely affected after the capital increase
and
the Equity Transfer;
|
| 6.1.2. |
will
not distribute bonus or declare dividends or repurchase shares,
nor make
any unusual transactions thus incurring unusual liabilities. Except
for
the ordinary course of business, the Company shall not repay the
loan, or
disburse trade payables in advance or delay;
|
| 6.1.3. |
shall
pay the account payables due and other liabilities in the ordinary
course
of business;
|
| 6.1.4. |
shall
perform the contracts, agreements or other documents in respect
of the
Company’s assets and business in a timely
manner;
|
| 6.1.5. |
shall
not, except for the ordinary course of business, reconcile or waive,
alter
its request or other rights without the written approval by
PKU;
|
| 6.1.6. |
shall
try its best to procure from competent authorities all permits
and other
approvals and consents necessary for its operation, so that the
Company
can maintain its legal operation;
|
| 6.1.7. |
shall
not separate, nor merger with any third party or acquire the assets
or
business of a third party;
|
| 6.1.8. |
shall
not breach the representation and warranties of the Agreement through
action or omission;
|
| 6.1.9. |
shall
inform PKU of relevant events, facts, conditions, changes or other
cases
which have had or might have materially adverse impact on the Company
in a
timely manner;
|
| 6.1.10 |
shall
handle the tax affairs of the Company as usual in full compliance
with
relevant laws and regulations of
China.
|
11
| 6.2 |
Information
collection.
During the period from the execution of the Agreement up to
the
alternation of registration with the Administration for Industry
and
Commerce, MCN shall provide, at the reasonable request of PKU
and its
representatives, all relevant documents of the Company to PKU
and its
representatives during office hours, including but not limited
to, provide
all necessary accounts, records, contracts, technical documentation,
personnel information, management situation and other documents
to legal
counsel, accountant and other representatives appointed by
PKU; in order
to assist PKU in reviewing the documents in respect of the
Company’s
properties, assets and business and those mentioned in the
Agreement,
MCN
and the
Company will permit PKU to meet or contact the customers and
creditors of
the Company. MCN and the Company agree that PKU have the full
rights to
conduct detailed due diligence investigations in respect of
the Company’s
financial position, asset conditions and operation status at
any time
prior to the Equity
Transfer.
|
Article
7
Taxes
|
7.1
|
The
Parties shall bear their respective taxes for the performance of
the
transactions contemplated by the Agreement pursuant to relevant
laws and
regulations, those not specified at the expense of the
Company.
|
Article
8
Supplement,
Modification, Amendment and Termination
|
8.1
|
After
the execution of the Agreement, Supplemental Agreement may be made
in
writing upon mutual consent, which shall take effect upon due execution
of
the Parties hereto.
|
| 8.2 |
The
Agreement may be modified or amended upon mutual consultation.
Any
modification or amendment to the Agreement shall be in writing,
which
shall take effect upon due execution of the Parties
hereto.
|
| 8.3 |
Termination.
The Agreement may be terminated as
follows:
|
|
(1)
|
The
Parties make written agreement to terminate the Agreement and define
the
effective date of termination;
|
12
|
(2)
|
One
party shall inform the other party in writing of the termination
of the
Agreement at least ten (10) business days prior to the effective
date of
termination which shall be contained in the notification, in the
event
that:
|
|
(a)
|
the
other party’s representation or warranties are found untrue or have
material omission when made or on the Transfer Date;
|
|
(b)
|
the
other party does not perform the terms, promises and obligations
in
accordance with the Agreement, and does not take effective remedial
actions within ten (10) days upon receipt of written notification
from the
party.
|
|
(3)
|
Where
the Equity Transfer set forth in Article 2 hereunder can not be
performed
within one (1) month as of the Transfer Date, PKU has the right
to
terminate the Agreement.
|
| 8.4 |
Validity
of termination.
|
| (1) |
In
the event that the Agreement is terminated as pursuant to any clause
of
Article 8.3, the Agreement shall be null and
void;
|
| (2) |
Upon
the termination of the Agreement, the Parties shall adhere to the
principles of equity, fairness and credit and return to the other
party
the considerations obtained pursuant to the Agreement, trying their
best
to resume the initial state on execution of the Agreement;
|
| (3) |
Upon
the termination of the Agreement, all the rights and obligations
of the
Parties under the Agreement shall be terminated, and one party
shall not
demand any claim compensation against the other party in respect
of the
Agreement and its termination, except the responsibilities set
out in
Article 10 of the Agreement.
|
Article
9
Defaults
|
9.1
|
Any
breach of or failure to perform its representation, warranties,
obligations or responsibilities by one party shall constitute the
default.
|
|
9.2
|
Unless
otherwise specified in the Agreement, in case of any other additional
expenses, responsibilities or loss incurred to the other party
due to the
default of one party, the default party shall indemnify the innocent
party
for such expenses, responsibilities or losses (including but not
limited
to interests and counsel fees, paid or lost due to the default).
The total
amount of the indemnification the default party has to pay to the
innocent
party shall be equal to the loss due to such default action, and
in
addition, the default party shall pay the innocent party 20% of
such loss
due to the default above as
penalty.
|
13
Article
10
Force
Majeure
|
10.1
|
Any
delay in or failure of performance by either party of all or any
of their
obligations under this Agreement shall not constitute a breach
hereunder
if, and to the extent that such delays or failures are caused by
force
majeure, provided that necessary remedial measures shall be taken
to
reduce the damage under proper
condition.
|
|
10.2
|
The
affected party shall inform the other party(ies) of the occurrence
of
force majeure in writing within three (3) business days after the
occurrence of force majeure, and furnish the other party(ies) with
descriptions of force majeure and proving documents issued by local
competent notaries for such failure of or delay in performance
of all or
any of its obligations within fifteen (15) business days after
the
occurrence of the force majeure. It is up to the Parties to determine
whether to terminate the Agreement, or partially exempt the performance
of
the Agreement, or prolong the performance of the Agreement. In
the event
that the Parties can not reach an agreement within sixty (60) days
after
the occurrence of force majeure or events, the party affected by
force
majeure or events has the full right to terminate the Agreement,
and any
party shall not be liable for the loss caused to other party(ies)
thereof.
|
|
10.3
|
The
force majeure means objective events or circumstances, unpredictable,
unavoidable and uncontrollable, which includes earthquake, typhoon,
flood,
fire, war and other unpredictable, unavoidable and uncontrollable
events,
and change of any laws, rules and regulations, promulgation of
new laws,
rules and regulations, or any government act leading to direct
influence
on the performance of the Agreement or failure to perform the terms
and
conditions hereunder.
|
14
Article
11
Applicable
Law and Dispute Settlement
|
11.1
|
The
execution, validity, interpretation, performance and dispute settlement
hereunder shall be governed by and construed in accordance with
the laws
of China. In case of certain items in respect of the Agreement
not
stipulated in promulgated laws and regulations of China, such items
shall
be construed and performed in accordance of generally accepted
international business practice in compliance with the laws and
regulations of China.
|
|
11.2
|
Any
dispute arising out of the performance of the Agreement or in connection
with the Agreement shall be settled via friendly consultation.
In case of
any dispute failing friendly settlement within fifteen (15) days
after the
dispute, either party may submit such dispute to Beijing Arbitration
Commission for arbitration as per the prevailing rules and procedures.
The
arbitration shall be performed in Beijing. The arbitration award
shall be
final and binding upon all the
parties.
|
|
11.3
|
During
the arbitration, the Parties shall have the remaining rights under
the
Agreement and continue to perform their respective obligations
hereunder.
|
Article
12
Notice
and Delivery
|
12.1
|
Any
effective notice or other communication relating to the Agreement
between
the Parties (“Notice”)
shall be in writing (including fax and e-mail) and posted, sent
by courier
or addressed to that notified party at the address or telephone
number
hereunder with the name of attention on the
Notice.
|
PKU
Attn.:
Xxxxxxx Xxx
Addr:
Room717, E-Wing Center, Xx.000, Xxxxxxx Xxxx, Xxxxxxx Xxxxxxxx,
Xxxxxxx
Post
code: 100086
Tel:
82671299 ext. 8007
15
The
Company & MCN
Attn.:
Addr:
Post
code:
Tel:
|
12.2
|
The
service time for the Notice shall be determined by the
following:
|
|
12.2.1
|
the
Notice shall be deemed to have been received if it is personally
delivered
or sent by courier and the notified party issues the receipt; those
without the notified party’s receipt shall not be deemed to have been duly
served on;
|
|
12.2.2
|
the
Notice, which can be sent by post and shall be delivered through
registered express or EMS, shall be deemed to have been received
by the
notified party on the seventh day after the date of
dispatch;
|
| 12.2.3 |
the
Notice is deemed as given upon the date on the receipt of fax notice
or
e-mail.
|
|
12.3
|
In
case of any change of the above address or telephone number of
either
party (hereinafter referred to as “Change
Party”),
the Change Party shall notify other parties within seven (7) days
after
the change. Where the Change Party does not notify other parties
of such
change in a timely way, it shall afford any loss or damages incurred
to
other parties thereof.
|
Article
13
Information
Disclosure
|
13.1
|
Unless
otherwise specified in the Agreement, the terms and conditions
hereunder
in respect of Equity Transfer (including all terms and conditions
hereunder, the Exhibits and any other relevant documents relating
to
investment) are confidential and shall not be disclosed to any
third
party. If required by relevant laws, the disclosing party shall
discuss
with the other party the disclosure and submission of relevant
information
within reasonable time prior to the disclosure and submission,
and where
the third party requests such disclosure and submission, the third
party
shall keep the information as confidential as it can, after the
Equity
Transfer is performed, the Parties may not be restricted by the
fact that
such disclosure shall only be made to a third
party.
|
16
Article
14
Miscellaneous
|
14.1
|
The
supplementary exhibits to the Agreement are integral part of the
Agreement, and shall have the same legal binding force with the
Agreement;
in case of discrepancy between the exhibits and the text of the
Agreement,
the text of the Agreement shall prevail.
|
|
14.2
|
In
case any provision under the Agreement and the exhibits is found
invalid
or not enforceable in accordance with applicable laws, such provision
shall be deemed as non-existence from the beginning and the remaining
provisions maintain effective; the Parties may define new provisions
through consultation complying with the laws to bring about the
original
intention of such provision to the greatest
extent.
|
|
14.3
|
The
Agreement shall also be binding upon the successors and transferees
of the
Parties, and such successors and transferees may have and hold
the shares
hereunder.
|
PKU
may
assign and transfer its rights, shares and obligations hereunder to its
affiliated companies, wholly-owned subsidiaries and holding company’s
wholly-owned subsidiaries. In case of default of PKU or its transferee(s),
PKU
or its transferee(s) shall be jointly and severally liable.
Except
for the aforesaid provisions, any party shall not assign or transfer any
of its
rights or obligations hereunder.
|
14.4
|
Unless
otherwise specified in the Agreement, that one party does not perform
or
delay its performance of its rights, power and privilege does not
constitute its waiver of such rights, power and privilege, and
single or
partial performance of such rights, power and privilege shall not
prevent
its performance of any other rights, power and
privilege.
|
|
14.5
|
The
Agreement shall be effective with the official seal and the signature
by
the legal representative or duly authorized representative of each
party.
|
|
14.6
|
The
Agreement is made in five (5) copies of equal validity with PKU
holding
two (2) copies, the other Parties one (1) copy each and one (1)
copy for
competent Administration for Industry and
Commerce.
|
17
Transferer:
Beijing Marine Communication & Navigation Company
(Seal)
/s/
Xxxxxx Xxxx
Xxxxxx
Xxxx
Authorized
representative
Transferee:
Beijing PKU ChinaFront Technology Co., Ltd.
/s/
Xxxxxxx Xxx
Xxxxxxx
Xxx
Authorized
representative
Company:
China
TranWiseway Information Technology Co., Ltd
/s/
Xxxxxxx Xxxxx
Xxxxxxx
Xxxxx
Authorized
representative
18
