EQUITY TRANSFER AGREEMENT
Exhibit
10.25
This
Equity Transfer Agreement (this “Agreement”)
is
entered into by and between the following parties as of May 14,
2007.
Transferors:
|
Xx.
Xxx Shudong
|
|
|
ID
Card Number:
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422125721020561
|
|
Address:
|
City
Environment Department, Beijing University, Xx. 0, Xx Xx Xxxx
Xxxx, Xxx
Xxxx Xxxxxxxx, Xxxxxxx, Xxxxx
|
|
Xx.
Xxxxx Zhiping
|
|
|
ID
Card Number:
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11010819690428187X
|
|
Address:
|
No.
Jia 00, Xxx Xxxx Xxxx, Xxx Xxxx Xxxxxxxx, Xxxxxxx,
Xxxxx
|
|
Xx.
Xxx Zhibin
|
|
|
ID
Card Number:
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35262719731111001X
|
|
Address:
|
Xx.
0, Xx Xx Xxxx Xxxx, Xxx Xxxx Xxxxxxxx, Xxxxxxx,
Xxxxx
|
|
Xx.
Xxxx Chuang
|
|
|
ID
Card Number:
|
000000000000000000
|
|
Address:
|
Suite
1-2-302, No. Jia 00, Xxx Xxx Xx, Xxx Xxxx Xxxxxxxx, Xxxxxxx,
Xxxxx
|
Transferee:
|
Oriental
Intra-Asia Entertainment (China) Limited
|
|
|
Address:
|
Xxxx
X0-0000, Xxxxxxxx Xxxxx, Xx.0 Xxxx Xxxxx’an Street, Dongcheng District,
Beijing
|
|
Represented
By:
|
|
Each
of
the foregoing parties is referred to as a “Party”
and
collectively as the “Parties”.
WHEREAS,
Beijing
PKU Chinafront High Technology Co., Ltd. is a limited liability company
duly
organized and existing under the laws of People’s Republic of China
(“PRC”)
and
owned 61% by Xia Shudong, 8% by Xxxxx Xxxxxxx, 6% by Xxx Xxxxxx, 10%
by Xxxx
Xxxxxx and 15% by Peking University Technology Development Department
(the
“Company”);
and
WHEREAS,
the
Transferors desire to sell and transfer and the Transferee agrees to
purchase
from the Transferors, the 85% equity interest of the Transferors in the
Company
(“Equity
Transfer”).
NOW,
THEREFORE,
based
on mutual consultation and friendly negotiation, the Parties agree to
the
following:
| 1. |
The
Transferors shall transfer their 85% equity interest in the Company
to the
Transferee in exchange for RMB equivalent to USD 2,000,000 (“Purchase
Price”)
free and clear of any lien. After the transfer of the equity
interest, the
Transferee will own 85% of the equity interest in the
Company.
|
| 2. |
The
Purchase Price for the Equity Transfer shall be paid to the Transferors
on
or before May
14, 2007. All
rights and obligations attached to the 85% equity interest shall
be
transferred to and assumed by the Transferee simultaneously on
the date of
payment of the Purchase Price.
|
| 3. |
The
terms and conditions for the Equity Transfer under this Agreement
have
been informed by the Transferors to the Peking University Technology
Development Department (“Development
Department”).
The Company has held its meeting of shareholders. The Development
Department agrees to such Equity Transfer and waives its right
of first
refusal.
|
| 4. |
The
Equity Transfer shall be effective upon the execution of this
Agreement.
|
| 5. |
This
Agreement shall be governed and interpreted by the PRC law. The
Parties
agree that any dispute arising herefrom shall be submitted to
the Beijing
Arbitration Commission for settlement.
|
| 6. |
This
Agreement shall be executed in five copies, one copy shall be
for each of
the Parties and two copies shall be retained by the Company for
the
purpose of governmental approval and
registration.
|
| 7. |
This
Agreement shall be effective upon execution by all the
Parties.
|
[THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
IN
WITNESS WHEREOF,
the
Parties have executed this Equity Purchase and Transfer Agreement as
of the date
first set forth above.
Transferors:
|
Xx.
Xxx Shudong
|
|
/s/
Xia Shudong
|
|
|
|
Xx.
Xxxxx Xxxxxxx
|
|
/s/
Xxxxx Xxxxxxx
|
|
|
|
Xx.
Xxx Zhibin
|
|
/s/
Xxx Xxxxxx
|
|
|
|
Xx.
Xxxx Xxxxxx
|
|
/s/
Xxxx Xxxxxx
|
|
|
Transferee:
|
Oriental
Intra-Asia Entertainment (China) Limited
|
|
/s/
|
|
Its: |
Company:
|
Beijing
PKU Chinafront High Technology Co., Ltd.
|
|
/s/
Xia Xxxxxxx
|
|
Xxx
Shudong
|
|
Its:
Legal Representative
|
