SHAREHOLDERS AGREEMENT
Dated August , 1997
The parties to this agreement are Du Qingsong ("Mr. Du") and To Xxxxx
Xxx ("Mr. To"). The parties agree as follows:
1. Restrictions on Transfer
1.1 Transfers to be Made Only as Permitted or Required by This
Agreement. Mr. To may not, directly or indirectly, sell, assign, transfer,
pledge or otherwise encumber or dispose of (collectively, "transfer") any shares
of common stock par value $.01 per share ("Shares") of Asia Electronics Holding
Co. Inc., a British Virgin Islands company (the "Company"), except as
specifically permitted by this agreement; any other purported transfer shall be
void and of no effect.
1.2 Permitted Transfers. Mr. To may transfer any Shares he owns to his
spouse or descendants or any executor, guardian, committee, trustee or other
fiduciary acting as such on behalf or for the benefit of any such spouse or
descendant. No transfer pursuant to the immediately preceding sentence may be
effected, unless, at or prior to the transfer, the transferee executes and
delivers to Mr. Du a written agreement by the
transferee (in form and substance satisfactory to Mr. Du) to be bound by this
agreement as if the transferee were Mr. To. In addition, Mr. To may transfer any
Shares, if Mr. Du shall have consented in writing to the transfer, which consent
may be withheld by Mr. Du in his sole and absolute discretion.
2. Voting. Mr. To shall vote his Shares at any meeting or by written
consent during the term hereof as Mr. Du directs him to vote by written notice
given at least two business days before the vote is required by Mr. Du to be
cast. During the term hereof, promptly upon the written request of Mr. Du, Mr.
To shall execute and deliver to Mr. Du or Mr. Du's designee(s) an irrevocable
proxy or irrevocable proxies appointing Mr. Du or Mr. Du's designee(s) as his
irrevocable proxy or proxies to vote all his Shares on any or all matters
thereafter as Mr. Du or Mr. Du's designee(s) determine in his or their sole and
absolute discretion, which irrevocable proxy or irrevocable proxies shall
continue in effect until the earlier of the termination of this section 2 or the
proxy's rescission by Mr. Du or Mr. Du's designee(s). Except as provided in the
first two sentences of this section 2, Mr. To shall not vote or agree to vote
his Shares, or grant a proxy or proxies to vote his Shares, to any person or
entity.
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3. Term. Sections 1 and 2 shall terminate and be of no further force or
effect after the tenth anniversary of the closing of the Company's initial
public offering.
4. Miscellaneous
4.1 Legend. As long as any provision of this agreement remains in
effect, each certificate representing Shares shall bear a legend substantially
as follows:
"The shares represented by this certificate are
subject to a shareholders agreement dated August
__, 1997, which, among other things, restricts the
transfer and voting of the shares; a copy of that
agreement is on file at the office of the Company."
4.2 Governing Law. This agreement shall be governed by and construed in
accordance with the law of the British Virgin Islands applicable to agreements
made and to be performed wholly in the British Virgin Islands.
4.3 Notices. All notices and other communications under this agreement
shall be in writing and may be given by any of the following methods: (a)
personal delivery; (b) facsimile transmission; (c) registered or certified mail,
postage prepaid, return receipt requested; or (d) overnight delivery service.
Notices shall be sent to the appropriate party at his address or facsimile
number given below (or at such other address or
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facsimile number for that party as shall be specified by notice given under this
section 4.3):
if to Mr. Du, to him at:
c/o Asia Electronics Holding Co., Inc.
00 Xxxx Xxxxxxx Xxxx
Xxxxxxxx, Xxxxxxx Xxxxxxxx
Xxxxxx'x Xxxxxxxx of China
Facsimile: (x00) 000000000
if to Mr. To, to him at:
XX0, 00xx Xxxxx Xxxxx Xxxx Xxxxx
00 Xxxxxxx Xxxx
Xxxx Xxx Xxxx, Xxxxxxx, Xxxx Xxxx
Facsimile: (000) 000-0000
All such notices and communications shall be deemed received upon (a) actual
receipt by the addressee, (b) actual delivery to the appropriate address or (c)
in the case of a facsimile transmission, upon transmission by the sender and
issuance by the transmitting machine of a confirmation slip confirming the
number of pages constituting the notice have been transmitted without error. In
the case of notices sent by facsimile transmission, the sender shall
contemporaneously mail a copy of the notice to the addressee at the address
provided for above. However, such mailing shall in no way alter the time at
which the facsimile notice is deemed received.
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4.4 Counterparts. This agreement may be executed in counterparts, each
of which shall be considered an original, and both of which together shall
constitute the same instrument.
4.5 Equitable Relief. The parties acknowledge that the remedy at law
for breach of this agreement may be inadequate and that, in addition to any
other remedy a party may have for a breach of this agreement, that party may be
entitled to an injunction restraining any such breach or threatened breach, or a
decree of specific performance, without posting any bond or security. The remedy
provided in this section 4.5 is in addition to, and not in lieu of, any other
rights or remedies a party may have.
4.6 Separability. If any provision of this agreement is invalid or
unenforceable, the balance of this agreement shall remain in effect, and, if any
provision is inapplicable to any person or circumstance, it shall nevertheless
remain applicable to all other persons and circumstances.
4.7 Entire Agreement. This agreement contains a complete statement of
all the arrangements between the parties with respect to its subject matter,
supersedes all existing agreements between them with respect to that subject
matter, may
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not be changed or terminated orally and any amendment or modification must be in
writing and signed by the party to be charged.
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Du Qingsong
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To Xxxxx Xxx
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