AGREEMENT FOR EQUITY TRANSFER OF BEIJING NOVEL-SUPER DIGITAL TV TECHNOLOGY CO., LTD BETWEEN CHINA DIGITAL TV TECHNOLOGY CO., LTD. AND GOLDEN BENEFIT TECHNOLOGY CO., LTD. DATED DECEMBER 2007
Exhibit
4.33
AGREEMENT
FOR EQUITY TRANSFER
OF
BEIJING
NOVEL-SUPER DIGITAL TV TECHNOLOGY CO., LTD
BETWEEN
CHINA
DIGITAL TV TECHNOLOGY CO., LTD.
AND
GOLDEN
BENEFIT TECHNOLOGY CO., LTD.
DATED
DECEMBER 2007
CONTENTS
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THE
PARTIES
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1
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DEFINITIONS
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1
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TRANSFER
OF EQUITY
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1
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STEPS
PRIOR TO APPROVAL
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2
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STEPS
AFTER APPROVAL
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2
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PAYMENT
OF TRANSFER PRICE
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2
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STATEMENT,
GUARANTEE AND PROMISE
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2
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CONFIDENTIALITY
AND NON-COMPETITION
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3
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COMPENSATION
GUARANTEE
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3
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MODIFICATION
OF RIGHTS AND OBLIGATIONS
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3
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EXPENSES
AND STAMP TAX
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3
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NOTICE
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3
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APPLICABLE
LAW AND SETTLEMENT OF DISPUTES
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3
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|
OTHERS
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3
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THE
PARTIES
THIS
AGREEMENT was signed in December, 2007 by and between:
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The
Transferor: CHINA
DIGITAL TV TECHNOLOGY CO., LTD.
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Legal
Address: Pasea Estate, Road Town, Tortola, British Virgin
Islands
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Chairman
of Board: Lu Zengxiang
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Nationality:
China
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The
Transferee: GOLDEN
BENEFIT TECHNOLOGY CO., LTD.
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Legal
Address: Xxxx 0000, Xxxxxxxxx House, 00-00 Xxxxxxx Xxxx, Xxxxxxxxxxx,
Xxxxxxx.
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Director:
Xxx Xxxxxxx
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Nationality:
China
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WHEREAS:
Established
in China on May 31, 2004, BEIJING NOVEL-SUPER DIGITAL TV TECHNOLOGY CO., LTD.
(hereinafter referred to as “Company”) is a foreign-capital enterprise by CHINA
DIGITAL TV TECHNOLOGY CO., LTD. (hereinafter referred to as “the Transferor”) in
accordance with Companies
Law of the People’s Republic of China,
Law
of the People’s Republic of China on Foreign-Capital
Enterprises
and laws
concerned. GOLDEN BENEFIT TECHNOLOGY CO., LTD. (hereinafter referred to as
“the
Transferee”) is a limited company established in Hong Kong in full capital by
the Transferor.
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(1)
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Whereas
meeting the structure and business development of the Company, the
Transferor agrees to transfer its 100% equity in the Company to the
Transferee in accordance with the terms and conditions herein.
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(2)
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The
Transferor will indirectly control the Company in a 100% manner hereafter.
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DEFINITIONS
| 1.1 |
Under
this Agreement:
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Approval
Authority: shall mean the Ministry of Commerce of the People’s Republic of China
or the organizations it authorizes.
Approval
Date: shall mean the date the approval authority issues an approval of the
transferred items hereunder.
Business
Day: shall mean any day except Saturday and Sunday, but not include legal
holidays.
Validity
Day: shall mean the approval day.
Equity:
shall mean the equity/equities transferrable under the terms and conditions
herein.
| 1.2 |
Under
this Agreement:
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(a)
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Any
terms and WHEREAS terms mentioned shall refer to the terms and WHEREAS
terms herein.
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(b)
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Any
titles are all set up for convenience and shall not influence the
construction herein.
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TRANSFER
OF EQUITY
| 2.1 |
The
transfer of the full equity of BEIJING NOVEL-SUPER DIGITAL TV TECHNOLOGY
CO., LTD. from CHINA DIGITAL TV TECHNOLOGY CO., LTD. to GOLDEN BENEFIT
TECHNOLOGY CO., LTD. (hereinafter referred to as “Transfer”) is an agreed
resolution through fair, impartial and equal negotiation in accordance
with the laws of the People’s Republic of China and the terms and
conditions herein.
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| 2.2 |
No
liability, burden, mortgage, pledge, pawn, lien or any other guaranty
agreements or arrangements in the transfer of the full equity of
BEIJING
NOVEL-SUPER DIGITAL TV TECHNOLOGY CO., LTD. from CHINA DIGITAL TV
TECHNOLOGY CO., LTD.
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Page
1
| 2.5 |
After
the transfer of equity, the transferee will hold 100% equity of the
Company and shall fulfill modification registration in industrial
and
commercial administration in accordance with law after being approved
by
the government in accordance with regulations.
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STEPS
PRIOR TO APPROVAL
| 3.1 |
It
is agreed that the following documents shall be submitted and prepared
before the documents for approval of transfer are submitted to
the
approval authority:
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The
Company shall prepare a transfer application, a revised version of the articles
of association, this Agreement, the resolution of the board of directors,
appointment of the directors and the general manager, the approval certificate
of the establishment of company, the present business license of the company
and
all other necessary documents, and shall apply for being approved and suggest
the approval authority to issue these approvals.
STEPS
AFTER APPROVAL
| 4.1 |
After
the approval date:
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The
Company shall apply to the Industrial and Commercial Administration Bureau
for
alteration of business license and shall attach the documents concerned.
PAYMENT
OF TRANSFER PRICE
| 5.1 |
It
is agreed that the Transferee acquires the full equity in a cost
price of
the equity of the Transferor, the actual investment $ 4,500,000 of
the
Transferor in the Company; and,
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| 5.2 |
The
modes of payment: within three (3) months after acquiring the Certificate
of Approval for an Enterprise with Foreign Investment,
the Transferee shall pay the transfer price with dollars in cable
transfer. Before the payment, the Transferor and the Transferee shall
notify the other party in written the foreign exchange accounts opened
in
accordance with law;
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STATEMENT,
GUARANTEE AND PROMISE
| 6.1 |
The
Transferor’s statements and guarantees herein as
below:
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| (a) |
No
liability, burden, mortgage, pledge, pawn, lien or any other guaranty
agreements or arrangements on the ownership of the interests of equity
held by the Transferor;
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| (b) |
The
Transferor has sufficient right and authority to sign, perform and
abide
by any obligations under this Agreement; this Agreement shall be
signed
and delivered by the Transferor and the obligations shall be legal,
effective, binding and performable in accordance with the terms and
conditions herein.
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| 6.2 |
The
Transferee shall state and guarantee to the Transferor that the Transferee
has sufficient rights and authority to sign, perform and abide by
any
obligations under this Agreement; this Agreement shall be signed
and
delivered by the Transferee and the obligations shall be legal, effective,
binding and performable in accordance with the terms and conditions
herein.
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| 6.3 |
Any
statements and guarantees herein shall be deemed as independent to
each
other, (unless conversed regulations are made) and shall not be limited
by
other statements and guarantees, nor be limited by any other terms
and
conditions herein.
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2
CONFIDENTIALITY
AND NON-COMPETITION
| 7.1 |
It
is guaranteed that they shall bear the confidential obligation to
the
business secrets of the other party involved in the process of transfer
and the equity transfer itself. Where any loss of the other party
is
caused by any party’s faults, the faulty party shall bear the actual loss
of the other party.
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COMPENSATION
GUARANTEE
| 8.1 |
It
is agreed irrevocably and unconditionally that where the other party
or
the Company suffers any loss caused by each party in violation of
any
statements, guarantees or promises herein, each party shall compensate
sufficiently to the other party’s
company.
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MODIFICATION
OF RIGHTS AND OBLIGATIONS
| 9.1 |
The
parties herein agree that, as from the approval day when the approval
authority approves, the Transferor shall not share any right to vote
and
any power of representation in the board of directors of the
Company.
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EXPENSES
AND STAMP TAX
| 10.1 |
Each
party itself shall undertake any expenses arising from the negotiation,
drafting and signing of this Agreement on it. The parties shall bear
equally any stamp taxes payable arising from the execution this
Agreement.
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| 10.2 |
The
Company itself shall undertake the expenses occur in application
procedures.
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NOTICE
| 11.1 |
Any
notices under this Agreement shall be given in written, signed by
the
senders or its representatives and sent through fax or registration
mail.
Any notices served through fax, registration mail or sending by a
special
person shall be deemed to be received in the following
conditions:
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a)
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Upon
twelve hours after sending through
fax.
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b)
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Within
the fifth business day after sending through registration
mail.
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c)
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Within
the fourth business day as from the date when the notice is entrusted
to
an email express service acknowledged
internationally.
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APPLICABLE
LAW AND SETTLEMENT OF DISPUTES
| 12.1 |
This
Agreement shall be governed by the law of
China.
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| 12.2 |
Any
disputes and claims, including any problems concerning the existence,
validity or termination of this Agreement, arising from the execution
of,
or in connection with the Agreement first shall be settled through
friendly consultations between both parties. In case no settlement
can be
settled through consultations, each party shall be entitled to submit
the
disputes to the China International Economic and Trade Arbitration
Commission for arbitration. In the process of consultation or arbitration,
this Agreement shall be performed continuously except the disputed
items
in consultation or arbitration.
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OTHERS
| 13.1 |
This
Agreement is signed in sextuplicate in Chinese, each party holds
one, and
other four copies shall be submitted to the approval authority for
being
approved.
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| 13.2 |
Any
amendment hereto shall not be in valid before a written document
is signed
by and between the parties and approved by the approval
authority.
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Page
3
| 13.3 |
The
publicity of the content and time of the trade mentioned hereto shall
be
agreed by and between the parties. Without consultation to the other
party
in advance, any party shall not publicize, announce or disclose this
Agreement or the relationship between two parties to the public or
the
staff members of the Company.
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| 13.4 |
This
Agreement shall be effective as of the validity day. It is agreed
that the
transfer shall not be effective before the approval authority approves
in
accordance with the laws of China.
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Page
4
The
Transferor: CHINA
DIGITAL TV TECHNOLOGY CO., LTD.
/s/
Lu
Zengxiang
Legal
Representative (or Authorized Representative): Lu Zengxiang
The
Transferee:
GOLDEN BENEFIT TECHNOLOGY CO.,
LTD.
/s/
Xxx
Xxxxxxx
Legal
Representative (or Authorized Representative): Xxx Xxxxxxx
Page
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