EXHIBIT 10.11
FORM OF EQUITY TRANSFER AGREEMENT
This Equity Transfer Agreement (this "AGREEMENT") is entered into by and between
the following two parties in Shenzhen, China on ________________:
TRANSFEROR: ____________________ ("PARTY A")
Address: _______________________
Legal Representative: ______________
Position: ______________
Nationality: ______________
TRANSFEREE: ____________________ ("PARTY B")
Address: ______________________
Legal Representative: ______________
Position: ______________
Nationality: ______________
WHEREAS,
1. Shenzhen Mindray Bio-Medical Electronic Company ("MINDRAY") is a wholly
foreign owned company established under PRC laws;
2. Party A agrees to sell and transfer to Party B, and Party B agrees to
purchase and acquire from Party A, the Equity (as defined below) in
accordance with the terms of this Agreement;
Therefore, the Parties agree as follows:
ARTICLE 1 DEFINITIONS AND INTERPRETATIONS
1.1 Unless otherwise specified in the context, the following terms shall have
the meanings assigned to them in this Agreement:
"EQUITY" means the __________ shares of Mindray held by Party A, which
constitutes _____ of Mindray's total equity;
"TRANSFER PRICE" means the price for the transfer of the Equity;
"CONDITION PRECEDENT" means the conditions precedent set forth in Articles 3
hereunder.
"CLOSING DATE" means the date when the registration of change in connection with
the Equity transfer is completed;
"ENCUMBRANCES" means, with respect to the Equity, any liabilities, equity
interest, mortgage, preemptive rights of purchase, pledge, transfer of whatever
nature, or any other types of security interests with which the shares are
encumbered, or any attachments, proceedings, claims or third party rights
against such Equity no matter whether related to a suit or not.
ARTICLE 2 SALE OF EQUITY AND PRICE
2.1 Subject to the terms hereof, Party A shall sell and transfer the Equity and
all rights incidental to it (including without limitation the Equity and
its respective share of the reserve fund, undistributed profits, payable
profits, and any dividends and share interest to be distributed after the
execution of this Agreement), free from any Encumbrances, and Party B shall
purchase and acquire from Party A the Equity and all rights incidental
thereto free from any Encumbrances.
2.2 Party A and Party B agree that the Equity shall be transferred at the price
of RMB ____ per share. The total price for the transfer of the Equity shall
be RMB __________. Party B shall pay to Party A an amount equivalent to the
total Transfer Price in US dollars or in any other freely convertible
currency agreed upon by the Parties. The exchange rate shall be the mean
rate as quoted by the People's Bank of China on the date of payment of the
Transfer Price, which shall be confirmed by the Parties orally or in
writing.
ARTICLE 3 CONDITION PRECEDENT
Party A and Party B agree that the effectiveness of the Agreement shall be
preconditioned on the approval of this Agreement by the Ministry of Commerce of
the People's Republic of China.
ARTICLE 4 CLOSING AND PAYMENT OF THE TRANSFER PRICE
4.1 Party A shall undertake to complete relevant procedures for approval of the
transfer of the Mindray Equity promptly after the execution hereof.
4.2 Party B shall pay to Party A the full amount of the Transfer Price within
three months after the approval by the Ministry of Commerce. The said
amount shall be wired by Party B to the bank account designated by Party A.
Upon receiving the amount, Party A shall confirm in writing such payment by
providing a valid receipt.
4.3 Party A shall cause Mindray to complete the registration of change in
connection with the equity transfer within thirty business days after the
approval by the Ministry of Commerce.
ARTICLE 5 SHARING MINDRAY'S PROFITS AND LOSSES
5.1 Party A and Party B agree that as of the Closing Date, the Equity and all
rights incidental thereto (as defined in Article 2.1 hereof) shall belong
to Party B.
5.2 As of the Closing Date, Party B shall have, on a pro-rata basis according
to its equity holding in Mindray, a share of Mindray's profits, losses,
risks, claims and liabilities.
ARTICLE 6 SHARE OF EXPENSES AND TAX LIABILITIES
Expenses to be paid in connection with the Equity transfer, such as the
expenses for certification and for registration of change after the equity
transfer, shall be shared by Party A and Party B on a 50-50 basis. Method of
payment of such expenses shall be as agreed upon by the Parties. The Parties
shall assume their respective shares of all tax liabilities in connection with
the Equity transfer in accordance with relevant laws and regulations. Party A
shall not object to any tax payments which are withheld by Party B as required
by any relevant law, but Party B shall provide valid invoices or evidentiary
documents substantiating its payment of any such taxes on Party A's behalf.
ARTICLE 7 PARTY A'S REPRESENTATIONS AND WARRANTIES
7.1 Party A is a company duly established and validly existing under PRC laws,
and has all the necessary powers and authorizations to execute this
Agreement;
7.2 The person who executes this Agreement on behalf of Party A has been duly
authorized to execute this Agreement on Party A's behalf.
ARTICLE 8 PARTY B'S REPRESENTATIONS AND WARRANTIES
8.1 Party B is a company duly established and validly existing under the laws
of the British Virgin Islands, and has all the necessary powers and
authorizations to execute this Agreement;
8.2 The person who executes this Agreement on behalf of Party B has been duly
authorized to execute this Agreement on Party B's behalf.
8.3 The funds which Party B will use to purchase the Equity are from lawful
sources and are free from any third-party claims.
ARITLCE 9 BREACH AND CLAIMS FOR BREACH
9.1 Party A's breaches include but are not limited to the following:
(1) Breach of any of its representations and warranties;
(2) Breach of any of the terms regarding Party A's liability hereunder, or any
of the agreed terms required of Party A by Party B.
9.2 For any breach on its part, Party A shall pay to Party B a liquidated
damage which shall be 20% of the Transfer Price, and shall continue to
perform its obligations hereunder. If
the liquidated damage falls short of compensating Party B for its actual or
probable losses, Party B shall have the right to seek additional damages
from Party A.
9.3 Party B's breaches include but are not limited to the following:
(1) Breach of any of its representations and warranties;
(2) Breach of any of the terms regarding Party B's liability hereunder.
9.4 For each day of delay in its payment of the amount hereunder, Party B shall
pay to Party A a 0.03% penalty on the amount due.
For any other breach on the part of Party B, Party B shall pay to Party A a
liquidated damage which shall be 20% of the Transfer Price, and Party A may
require that Party B continue to perform its obligations hereunder.
ARICLE 10 FORCE MAJEURE
In the event of any failure to perform this Agreement in whole or in part
due to the impact of a force majeure event (such as earthquake, typhoon, flood,
fire, war), the Party affected by such force majeure event shall notify the
other Party of the occurrence of such event by telegram or other means of
written communication, and shall provide within 7 days thereafter detailed
account of the force majeure event and valid certification proving the
impossibility of performing this Agreement in whole or in part, or the reasons
for the need to postpone performance. The Parties shall have consultations to
decide in writing, in the light of the impact of such force majeure event on the
performance hereunder, whether this Agreement shall be rescinded, whether the
affected Party shall be partially excused from its liability to perform, or
whether performance hereunder shall be postponed.
ARTICLE 11 AMENDMENTS
Amendments to this Agreement shall only be effective after they have been
agreed upon in writing between the Parties and approved by the relevant
administrative department.
ARTICLE 12 GOVERNING LAW, DISPUTE RESOLUTION
12.1 The execution, effectiveness, interpretation, enforcement and termination
of this Agreement as well as amendment hereto shall be governed by the PRC
laws which are published from time to time. Matters not covered under any
published PRC law shall be governed by generally accepted international
practice.
12.2 Any dispute arising out of or in connection with this Agreement shall be
resolved through consultation between the Parties. If a dispute can not be
resolved within sixty (60) days after friendly consultation begins or
within such longer period as the Parties may agree, either Party may submit
the dispute to the Shenzhen Arbitration Commission for arbitration in
accordance with its rules effective at the time of such submission. The
arbitration award shall be final and binding on the Parties.
ARTICLE 13 OTHERS
This Agreement shall be executed in eight counterparts, with one for each
of the Parties, one for Mindray, and the rest for the approval and registration
authorities for the transfer of the Equity. All counterparts are of the same
legal effect.
(The remaining part of this page is left blank, and the next page shall be the
signature page.)
PARTY A: _____________________
Authorized Signature of Legal/Authorized Representative: _______________________
Date: _________________
PARTY B: ______________________
Authorized Signature of Legal/Authorized Representative: _______________________
Date: ________________
EQUITY TRANSFER CHART
Form B
NUMBER OF AMOUNT PAID
DATE TRANSFEROR TRANSFEREE SHARES (RMB)
---- -------------------------------------------------- ------------------------------- ---------- -------------
2005/06/15 Sino Elegant Limited Greatest Elite Limited 1,114,786 1,962,023.36
2005/06/15 China Merit Enterprises Limited Greatest Elite Limited 1,238,659 2,180,039.84
2005/06/15 Capital China Enterprises Limited Greatest Elite Limited 619,336 1,090,031.36
2005/06/15 New Dragon (No. 12) Investments Limited Greatest Elite Limited 7,431,948 13,080,228.48
2005/06/15 Shenzhen Langfeng Industry Development Co., Ltd. Greatest Elite Limited 1,032,000 1,816,320.00
2005/06/15 Shenzhen Bailihong Technology Investment Co., Ltd. Greatest Elite Limited 1,000,000 1,760,000.00
2005/06/15 Dragon City International Investment Limited Greatest Elite Limited 1,857,995 3,270,071.20
2005/06/15 Shenzhen Huijie Investment Co., Ltd. Greatest Elite Limited 1,200,000 2,112,000.00
2005/06/15 Jiangsu Zhongchengxin Investment Co., Ltd. Greatest Elite Limited 600,000 1,056,000.00
2005/06/15 Shenzhen Xianrui Technology Co., Ltd. Greatest Elite Limited 6,070,220 10,683,587.20
2005/06/15 Shenzhen Pengrui Venture Capital Co., Ltd.(1) Greatest Elite Limited 15,392,636 27,091,039.36
2005/06/15 Xxxx Xx Greatest Elite Limited 189,671 333,820.96
2005/06/15 Quiet Well Limited Giant Glory Investments Limited 18,045,351 31,759,817.76
2005/06/15 Shanghai Huipu Industry Investment Co., Ltd. Giant Glory Investments Limited 6,300,000 11,088,000.00
2005/06/15 Shenzhen Mingrui Venture Capital Co., Ltd. Giant Glory Investments Limited 8,883,302 15,634,611.52
2005/06/15 Shenzhen Ruiyang Technology Development Co., Ltd. Giant Glory Investments Limited 3,736,149 6,575,622.24
2006/02/20 Legend New-Tech Investment Limited Greatest Elite Limited 2,000,000 3,520,000
2006/02/20 Shenzhen Mingrui Venture Capital Co., Ltd. Greatest Elite Limited 5,649,646 9,943,376.96
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(1) Now it has been renamed as Shenzhen Pengrui Technology Co., Ltd.
