Capital Transfer Agreement
Party A:
Sino-Euro United Investment Co., Ltd.
Legal
Representative: Xxxx Xxxxxxx
Party B:
Beijing China Media Advertisement Co., Ltd.
Legal
Representative: Xx Xxx
Party C:
Beijing Zhonghai Rongtong Culture Broadcasting Co., Ltd.
Legal
Representative: Xxxx Xxxx
The
series “Chi Xxx Xxxxx Xin” is a cooperative investment project of party A and B
under the agreement signed on January 14, 2009. Under the agreement,
Party A is responsible for developing the playwright, shooting, marketing and
distribution, and Party B is to invest RMB 16,000,000 for this
project. Party B is willing to transfer the investment and related
legal right and interest in the project to Party C and Party C would like to
accept the transfer without any objection from party A. Now Parties
A, B and C agree to the following:
|
1.
|
Transfer
Price, Payment Method and
Timeline
|
|
a.
|
Party
B shall transfer all the investment in “Chi Xxx Xxxxx Xin” to Party C at
the price of RMB 16,800,000
|
|
b.
|
Party
C shall begin transfer of payment within 5th
days of the effectiveness of the agreement. Payments shall be
made for a period of 4 quarters: pay 20% of the total payment in each of
1st
and 2nd
quarters and pay 30% of the total payment in each of 3rd
and 4th
quarters. All payments shall be paid by December 31,
2010.
|
|
2.
|
Party
B shall guarantee that he has complete ownership and disposal right of the
investment and that the investment is not encumbered in any
manner. Otherwise, Party B should bear the related economic and
legal consequences.
|
|
3.
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Effectiveness
of Transfer
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Immediately
after the transfer date agreed hereto, Party C shall have all the legal
ownership and rights and interests of the investment, as well as the related
responsibilities.
Violation
of the Agreement
|
|
1.
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Each
party shall abide by the agreement once the agreement becomes
effective.
|
|
|
2.
|
If
Party C fails to pay on time, Party C shall be charged a daily penalty of
0.03% of the remaining payment. In case of the breach of agreement by
Party C that causes damage to Party B and the penalty paid by party C is
less than the actual loss, party C shall pay additional compensation to
Party B cover Party B’s loss.
|
|
4.
|
The
parties may amend or cancel the agreement through consent by all three
parties.
|
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5.
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Dispute
Resolution
|
In the
event of disputes, the parties shall resolve through friendly consultation, and
if unsuccessful, then resort to the Beijing Arbitration Commission for
resolution.
|
6.
|
Effective
of the Agreement
|
The
Agreement is effective immediately after the signing of all the
parties.
|
7.
|
The
agreement is in three copies and each party has one
copy.
|
Party
A
/s/ Xxxx
Xxxxxxx
Sino-Euro
United Investment Co., Ltd.
March 26,
2009
Party
B
/s/ Xx
Xxx
Beijing
China Media Advertisement Co., Ltd.
Party
C
/s/ Xxxx
Xxxx
Beijing
Zhonghai Rongtong Culture Broadcasting Co., Ltd.
