No. 5 Supplemental Agreement to the Equity Transfer Option Agreement
Exhibit 4.16
[Translation of Chinese original]
No. 5 Supplemental Agreement to the Equity Transfer Option Agreement
Party A: Beijing Super TV Co., Ltd.
Registered Address: 4-406 Jingmeng High-Tech Building B, Xx. 0-0 Xxxxxxx Xxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx
Party B: Beijing Novel-Super Digital TV Technology Co., Ltd.
Registered Address: 402 Jingmeng High-Tech Building B, Xx. 0-0 Xxxxxxx Xxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx
Party C: Xxxxxxx Xxxx
Address: [ ]
Party D: Xxxxxxx Xx
Address: [ ]
Party E: Xxx Xxxxx
Address: [ ]
Party F: Xxxxxx Xxxx
Address: [ ]
Party G: Xxxxxxxx Xxxx
Address: [ ]
Whereas:
1. | Party A, Beijing Novel-Tongfang Information Engineering Co., Ltd. and Xx Xxxx (ID card number: [ ]) signed the “Equity Transfer Option Agreement” (Attachment 1) on June7, 2004; |
2. | Party A, Party B, Beijing Novel-Tongfang Information Engineering Co., Ltd. and Xx Xxxx (ID card number: [ ]) signed the “Supplemental Agreement to the Equity Transfer Option Agreement” (Attachment 2) on September 1, 2005; |
3. | Party A, Party B, Beijing Novel-Tongfang Information Engineering Co., Ltd., Xx Xxxx (ID card number: [ ]) and Xxx Xxx (ID card number: [ ]) signed the “No. 2 Supplemental Agreement to the Equity Transfer Option Agreement” (Attachment 3) on August 18, 2007; |
4. | Party A changed its name into “Beijing Super TV Co., Ltd.” on April 3, 2007; |
5. | Party B changed its name into “Beijing Novel-Super Digital TV Technology Co., Ltd.” on November 30, 2007; |
6. | Party A, Party B, Beijing Novel-Tongfang Information Engineering Co., Ltd., Party D and Xxx Xxx (ID card number: [ ]) signed the “No. 3 Supplemental Agreement to the Equity Transfer Option Agreement” (Attachment 4) in 2008; |
7. | Party A, Party B, Party C, Party D, Party E and Beijing Novel-Tongfang Information Engineering Co., Ltd. signed the “No. 4 Supplemental Agreement to the Equity Transfer Option Agreement” (Attachment 5) on November 24, 2008; |
8. | Party D intends to transfer all of its held equities in Party B to Party G. And Party E, Party F and Party G intend to contribute cash to Party B, which shall make Party B’s registered capital increase from RMB33,058,400 to RMB150,000,000, and shall sign the “Capital Increase and Equity Transfer Agreement” (Attachment 6). |
Now, therefore, the Parties hereby reach the following agreement through amicable negotiations:
I. | The last sentence of “Whereas 1” in the original “Equity Transfer Option Agreement” (Attachment 1) shall be amended as “the Target Company has registered capital of RMB150,000,000, of which Xxxxxxx Xxxx contributed RMB12,396,900, holding 8.26% shares, Xxx Xxxxx contributed RMB47,479,380, holding 31.65% shares, Xxxxxx Xxxx contributed RMB43,268,392, holding 28.85% shares, Xxxxxxxx Xxxx contributed RMB46,855,328, holding 31.24% shares.” |
II. | The Article 1.2 Transferred Equity in the original “Equity Transfer Option Agreement” (Attachment 1) shall be amended as “means all or part of the Equity Interest of the Target Company to be transferred by the Transferors to the Transferee or any third party designated by the Transferee (the “Designated Third Party”) pursuant to this Agreement and the Transferee’s exclusive Option, including Shizhou’s Shen 8.26% shareholding, Xxx Xxxxx’x 31.65% shareholding, Xxxxxx Xxxx’x 28.85% shareholding and Xxxxxxxx Xxxx’x 31.24% shareholding.” |
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III. | Party D agrees to transfer all of its rights and obligations under the “Equity Transfer Option Agreement”, the “Supplemental Agreement to the Equity Transfer Option Agreement”, the “No. 2 Supplemental Agreement to the Equity Transfer Option Agreement”, the “No. 3 Supplemental Agreement to the Equity Transfer Option Agreement” and the “No. 4 Supplemental Agreement to the Equity Transfer Option Agreement” (hereinafter collectively referred to as the “Equity Transfer Option Agreement and Supplemental Agreements”) to Party G, and Party G agrees to accept all rights and obligations of Party D under the “Equity Transfer Option Agreement and Supplemental Agreements”. |
IV. | Party A, Party B and Party C acknowledge and agree that Party D may transfer all of its rights and obligations under the “Equity Transfer Option Agreement and Supplemental Agreements” to Party G, and that Party G shall be one Party to the “Equity Transfer Option Agreement and Supplemental Agreements”, from the effective date of this Agreement; Party A, Party B and Party C will not require Party D to continue to assume rights and obligations under the “Equity Transfer Option Agreement and Supplemental Agreements”, and Party D shall not claim to continue to enjoy rights or perform obligations under the “Equity Transfer Option Agreement and Supplemental Agreements”. |
V. | Upon the completion of the contribution to the increased capital, Party E, Party F and Party G agree to assume rights and obligations under the “Equity Transfer Option Agreement and Supplemental Agreements” as “Transferors” accordingly in respect of the increased registered capital and respectively held equities. |
VI. | This Agreement shall take effect on the issuance date of the relevant capital verification report of the Capital increase matters referred to in the “Capital Increase and Equity Transfer Agreement” (Attachment 6). |
(Signature page follows)
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(This page is intentionally left blank, which is for signatures of Beijing Super TV Co., Ltd., Beijing Novel-Super Digital TV Technology Co., Ltd., Xxxxxxx Xxxx, Xxxxxx Xxxx, Xxxxxxxx Xxxx and Xxx Xxxxx to execute the “No.5 Supplemental Agreement to the Equity Transfer Option Agreement”.)
Beijing SuperTV Co., Ltd. | ||||
(Seal) | ||||
Legal representative (or authorized representative): | /s/ Xxxxxxx Xxx |
|||
Beijing Novel-Super DigitalTV Technology Co., Ltd. | ||||
(Seal) | ||||
Legal representative (or authorized representative): | /s/ JianhuaZhu |
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(This page is intentionally left blank, which is for signatures of Beijing Super TV Co., Ltd., Beijing Novel-Super Digital TV Technology Co., Ltd., Xxxxxxx Xxxx, Xxxxxx Xxxx, Xxxxxxxx Xxxx and Xxx Xxxxx to execute the “No.5 Supplemental Agreement to the Equity Transfer Option Agreement”.)
Xxxxxxx Xxxx |
/s/ Xxxxxxx Xxxx |
Date: July 11, 2011 |
Xxxxxx Xxxx |
/s/ Xxxxxx Xxxx |
Date: July 11, 2011 |
Xxxxxxxx Xxxx |
/s/ Xxxxxxxx Xxxx |
Date: July 11, 2011 |
Xxx Xxxxx |
/s/ Xxx Xxxxx |
Date: July 11, 2011 |
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(This page is intentionally left blank, which is for signature of Xxxxxxx Xx to execute the “No. 5 Supplemental Agreement to the Equity Transfer Option Agreement”.)
Xxxxxxx Xx |
/s/ Xxxxxxx Xx |
Date: July 11, 2011 |
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