SHARE TRANSFER AGREEMENT
SHARE
TRANSFER
AGREEMENT
DATE:
July 5th,
2007
This
Share Transfer Agreement (the “Agreement”) is entered into on July 5th,
2007 in
Beijing of the People’ Republic of China (“China”) by and between the parties as
below:
TARGET
COMPANY:
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Name:
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Shandong
Guolian Telecommunication Technology Limited
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| Company | |
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Registered
Address:
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North
Region, Plaza F
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GaoXin
District, XinYu Rd, University Technology Park
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Jinan
City, Shangdong Province, China
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Zip
Code: 250101
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Authorized
Representative:
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Lian,
Renguang
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TRANSFERORS:
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Lian,
Renguang
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370103196304190057
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Ding,
Yanying
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37010319411110052X
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Shao,
Mingjun
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370103194001260514
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Yu,
Yongjing
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370104196212082979
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TRANSFEREE:
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Name:
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Beijing
Telestone Wireless Telecommunication Company Limited
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Registered
Address:
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Xijing
Rd. No. 3, Room 102T
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Xxxxxxxxxxx
Xxxxxxxx Xxxxxxx Xxxx Xxxxxxxxxx Xxxx
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Xxxxxxx,
Xxxxx
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Authorized
Representative:
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Han,
Daqing
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In
this
Agreement, Lian Renguang, Ding Yanying, Xxxx Xxxxxxx and Yu Yongjing are
collectively referred to as “Transferors”. Beijing Telestone Wireless
Telecommunication Company Limited is referred to as “Transferee”. Transferors
and The Transferee of the Target Company are respectively referred to as a
“Party” and collectively referred to as the “Parties”.
1
WHEREAS,
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1.
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Shandong
Guolian Telecommunication Technology Limited Company (“Target Company”) is
a company duly
established and validly existing under the laws of China with a registered
capital of RMB 8,000,000. It is engaged in the business of production,
processing, assembling and sale of wireless telecommunication equipments;
technology development, installation, sale and relevant technology
services of telecommunication equipments (excluding wireless transmission
equipments); development and application of computer hardware and
software.
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2.
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Transferors
are all the shareholders of the
Target Company and own 100% equity ownership interests in the Target
Company and its 100% wholly owned subsidiary company “Pan-pacific
Telecommunication Company”. In accordance with the asset appraisal report
(“Asset Appraisal Report”) issued by Beijing Xx Xxx Xxxxx
Xxxxx
Accounting Firm ( in
Chinese 北京立信檁江会瑟师事务所有榰公司
)
dated
September
20th,
2006 with reference number “Xx Xxx Xxxxx Xxxxx Ping Zi 2006 No.018”, the
net asset value of the Target Company and its wholly owned subsidiary
to
date August 31st,
2006 is RMB 41.36 Million (“Asset Appraisal Result”);
and
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3.
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Transferors
wish
to sell and transfer and the Transferee agrees to accept and purchase
the
Transferors’ 100% equity ownership interests in the Target Company and its
wholly owned subsidiary.
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THEREFORE,
through
friendly negotiation, the Parties have reached the agreement as below:
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Article
1.
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DEFINITION
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Unless
the context indicates otherwise, the term “person” used in this Agreement shall
be referred to as a natural person and entity; the reference of any person,
company, joint venture, government agency and organization shall include its
successor(s). The reference of any contract or agreement shall include its
exhibits, amendments and revisions. The reference of any term and exhibits
shall
refer only to the terms and exhibits of this Agreement. The section headings
throughout this Agreement are for referential purposes only, and the words
contained therein shall in no way be held to construe this Agreement.
2
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Article
2.
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SHARE
TRANSFER
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2.1
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Pursuant
to the provisions of this Agreement, the
Target Company and the Transferors agree to transfer to the Transferee
or
its designated affiliate (in the event when the Transferee is unable
to
make full payment of the purchase price, the designated affiliate
is
jointly liable for the payment) 100% equity ownership interests and
all
shareholder interests in the Target Company and its 100% wholly owned
subsidiary.
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2.2
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Upon
this Agreement becomes effective, the
Transferee shall own 100% shares of the Target Company and its wholly
owned subsidiary “Pan-pacific Telecommunication Company” and the Target
Company shall be changed to a wholly owned subsidiary of the
Transferee.
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Article
3.
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PURCHASE
PRICE AND PAYMENT
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3.1
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Subject
to the terms and conditions of this Agreement, based upon the Asset
Appraisal Result, the Transferee agrees to transfer to the Transferors
800,000 shares of restricted common stocks (ticker TSTC), 100,000
shares
of conditioned restricted common stocks of Telestone Technologies
Corporation plus US$500,000 cash as the consideration for the shares
transferred. The conditions of the 800,000 shares of restricted common
stocks are detailed as follows:
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50%
of the 800,000 shares
of stocks are restricted from trading for 1 year from the date of
issuing;
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30%
of the 800,000 shares
of stocks are restricted from trading for 2 years from the date of
issuing;
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20%
of the 800,000 shares
of stocks are restricted from trading for 3 years from the date of
issuing.
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3.2
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Subject
to the terms and conditions of this Agreement, the
Transferee shall issue a total of 800,000 shares of restricted common
stocks of its US holding company, Telestone Technologies Corporation,
plus
US$500,000 cash to the Transferors on final closing date when the
Transferors complete all their obligations (as specified in Article
7) and
the accounting firm issued an unqualified audit report. After the
completion of the foresaid transaction, the Transferee shall be deemed
to
have fulfilled all its payment obligations under this Agreement and
the
Transferors shall assist the Transferee in completing all foreign
exchange
registration filing with local foreign exchange authority.
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3.3
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One
year following the acquisition, if the business of the Target Company
increases by
more than 30%, the Transferors shall be issued with 100,000 shares
of
common stocks with 3 years restriction on
trading.
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3
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3.4
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Any cost, expense, tax or government fee arising from this share transfer under this Agreement shall be borne by the Parties respectively pursuant to the requirements of laws and regulations. The audit training fee for the Target Company in the initial stage shall be borne by the Transferee. The Target Company shall be responsible for the formal auditing cost and related legal fee accordingly. |
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Article
4.
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DUE
DILIGENCE AND THE DUTY OF
COOPERATION
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4.1
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Upon
execution of this Agreement, the Target Company and the Transferors
shall
provide the Transferee with all books and accounting records of the
Target
Company and its wholly owned subsidiary and shall also provide all
necessary assistance to the Transferee and/or its consulting service
providers in order to conduct financial and legal due diligence.
The
assistance shall include but not limited to the
following:
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(1)
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to
promptly provide all necessary documents to the Transferee or its
consultants upon reasonable
request;
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(2)
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to
respond accurately and promptly all relevant inquiries from the Transferee
and its consultants; and
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(3)
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To
obtain certificate, proof or other documents as reasonably requested
by
the Transferee and its consultant, if
necessary.
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4.2
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Upon
execution of this Agreement, each Party shall collaborate and complete
all
matters, including but not limited to the
following:
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(1)
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the
Target Company and the Transferors shall, within 7 days from the
date of
the execution of this Agreement, provide the Transferee with all
necessary
change of registration materials as required to be provided by the
Target
Company and the Transferors regarding the 100% share transfer and
change
of transfer;
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(2)
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the
Parties shall verify and confirm the balance sheet, assets closing
list,
schedule of assets and liabilities and other operational documents
of the
Target Company and its wholly owned subsidiary; and
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4
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(3)
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The
Parties shall jointly organize and classify all contracts, agreements,
guarantees and all other documents that are signed by the Target
Company
and its wholly owned subsidiary before closing (including those documents
performed, being performed and executed but not yet
performed).
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Article
5.
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REPRESENTATIONS,
WARRANTIES AND
PROMISES
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5.1
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For
the purpose of the
share transfer, each Transferor represents, warrants and promises
for
itself to the Transferee the following:
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(1)
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The
Transferors have all the legal rights and authorizations to execute
and
perform this Agreement and to fulfill its obligations under this
Agreement;
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(2)
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The
execution and performance of this Agreement by Transferors shall
not be in
conflict with any laws and regulations and shall not be in conflict
with
any other contract, agreement or any other legal instrument whereas
the
Transferor(s) is a party or where such legal instrument has binding
effect
on the Transferor(s)’ assets;
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(3)
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The Transferors
are the legal owners of the shares to be transferred and such shares
are
free from any type of freezing, seizure, pledge, lien, claims or
any other
parties’ interests;
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(4)
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Upon
the Transferee’s request, the Transferors shall provide all necessary
assistance, including but not limited to providing necessary documents
and
materials, to accomplish the share transfer under this Agreement;
and
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(5)
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There
is no ongoing or pending litigation or arbitration which may affect
its
performance of this Agreement.
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5.2
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For
the purpose of the
share transfer, the Transferor and the Target Company represent and
warrant to the Transferee jointly that:
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(1)
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The
Target Company and its wholly owned subsidiary are the entities duly
established and validly existing under the laws of China. They have
obtained all necessary approvals and permissions from relevant government
authorities;
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(2)
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The
Transferors have completed their capital contribution promptly and
completely pursuant to the articles of associations of the Target
Company
and its wholly owned subsidiary. Since the capital contribution,
the
Transferors have never conducted any act(s) to take back its capital
contribution or to transfer any
assets;
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5
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(3)
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The
Target Company and its wholly owned subsidiary have made full disclosure
to the Transferee that they have complete and full ownership of their
assets and liabilities. The Target Company and its wholly owned subsidiary
have made full disclosure to the Transferee that the liabilities
of the
Target Company are true, accurate and complete and unless disclosed
previously, no material debts which would affect the business operation
of
them in its ordinary course. Except as disclosed previously in written
form, Target Company and its wholly owned subsidiary have complete
and
full ownership of the assets provided in the List, which are free
from any
rights of ownership, common ownership, rights of possession, rights
to
mortgage, rights of pledge, lien or other secured
rights of
any other third party;
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(4)
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The
List of debts and liabilities of the Target Company and its wholly
owned
subsidiary are true, complete and accurate in all aspects, including
the
names of the creditors, amount of debts, term of performance, etc.
The
Target Company and its wholly owned subsidiary warrant that in addition
to
the debts as listed in this List, if before the time of share transfer,
there are other debts or liabilities existing for the Target Company
and
its wholly owned subsidiary (including tort liabilities), the Target
Company shall compensate for such other debts and
liabilities;
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(5)
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The
Target Company and its wholly owned subsidiary represent and warrant
that
there shall be no tax liabilities prior to the share transfer, or
they
shall bear the legal responsibility of such liabilities;
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(6)
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The
Target Company and its wholly owned subsidiary have obtained all
necessary
permissions, authorizations, government approvals required for maintenance
of the business activities in its ordinary course and such permissions,
authorizations, government approvals shall remain in full effect
at all
times;
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(7)
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The
Target Company and its wholly owned subsidiary have not conducted
any
illegal activities during the term of operation before the execution
of
this Agreement and have not been subject to any judicial or administrative
penalties;
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6
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(8)
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There
is no material inconsistencies between the major assets and debts
held by
Target Company and its wholly owned subsidiary and the assets and
debts as
listed in the Asset Appraisal
Report;
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(9)
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There
is no labor dispute among Target
Company and its wholly owned subsidiary and their current employees
that
may affect or threaten to affect the execution, effectiveness or
performance of this Agreement; and
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(10)
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There
is no action, arbitration or other proceeding pending or threatened
to be
against the Target Company and its wholly owned subsidiary or that
might
prohibit the execution or in any other way that could affect the
effectiveness of this Agreement before any court, tribunal or
administrative organ.
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5.3
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For
the purpose of the
share transfer, the Transferee represents and warrants to Target
Company
and Transferors that:
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(1)
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The
Transferee has absolute legal rights and power to execute this Agreement
and to complete the share transfer and that it shall fully and promptly
perform the responsibilities and obligations hereunder;
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(2)
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The
execution and fulfillment of this Agreement are not in conflict with
any
laws and regulations and shall not be in conflict with any other
contract,
agreement or any other legal instrument whereas the Transferee is
a party
or
where such legal instrument has binding effect on the Transferee’
assets;
and
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(3)
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There
is no action, arbitration or other judicial or administrative proceeding
that is ongoing, to be brought or might affect the performance of
the
obligations under this Agreement.
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5.4
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The
Target Company and the Transferors warrant irrevocably to forego
any and
all of the preemptive rights related to the share transfer under
this
Agreement or any other rights which may affect the fulfillment of
the
share transfer and shall not carry out any activities which shall
be in
effect preventing consummation of the share transfer.
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7
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5.5
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The
representations and warranties under this Agreement shall be made
as of
the date of the execution of this Agreement and shall remain effective
until the completion
of the share transfer as if such representations and warranties had
been
made continuously throughout this
term.
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Article
6.
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FURTHER
REPRESENTATION AND
WARRANTIES
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6.1
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From
the date of execution till
the date of closing, the Target Company and the Transferors further
warrant to consult fully with the Transferee by the Target Company
and its
wholly owned subsidiary with regard to any matters which may materially
affect Target Company and shall ensure that no activities as following
shall be carried out by the Target Company and its wholly owned subsidiary
before obtaining the written consent of the
Transferee:
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(1)
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To
incur any expense on single item or single matter giving rise to
any
external debt or expenses over
RMB250,000;
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(2)
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To
borrow from any person giving rise to a debt over RMB1,
000,000;
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(3)
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To
purchase any assets exceeding RMB250, 000 (raw materials
excluded);
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(4)
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To
reach contract(s) exceeding XXX000, 000 (xxxx of products, purchase
of raw
material and other necessities
excluded);
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(5)
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To
distribute any undistributed profits; and
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(6)
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To
set up any subsidiary, affiliate or to participate in any form of
joint
venture.
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Article
7.
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EFFECTIVENESS,
CONDITIONS OF COMPLETION, DELIVERY AND TRANSITION
PERIOD
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7.1
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This
Agreement shall become effective after execution
by the Parties and approved by the approval authority.
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7.2
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Unless
otherwise agreed in writing by the
Parties, the share transfer under this Agreement shall be viewed
as
completed if the following conditions are
met:
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8
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(1)
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The
Transferee has completed its due diligence and fulfilled the obligations
of assistance as specified in section 4.1 and 4.2 and the results
thereof
satisfy the Transferee in its sole discretion;
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(2)
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The
board and all shareholders of Target Company have approved the
execution
of this Agreement and the obligations of fulfillment
hereof;
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(3)
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There
is no material adverse fact(s) that is against Target Company and
its
wholly owned subsidiary from legal, operational and financial aspects
or
against any of their future operation, transfer of shares in whole
or in
parts (such material adverse facts shall be determined by the Transferee
in its sole discretions);
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(4)
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The
approval authority has approved the share transfer under this Agreement
without reservation;
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(5)
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The
administrative agency of industry and commerce has completed all
registration formalities with respect to the share transfer associated
with this Agreement;
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(6)
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The
representation and warranties of each Party under Article 5 and
6 in this
Agreement remain continuously effective; and
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(7)
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The
Parties have obtained all the licenses, permissions, approvals and
authorities required to complete the share transfer under this Agreement
pursuant to Chinese laws; or Parties have waived in writing or have
reasonably believed that the licenses, permissions, approvals and
authorities that have not obtained could be obtained very soon.
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7.3
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The
Parties agree on the confirmation and delivery of the following assets,
documents and chops:
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(1)
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The
Parties agree that the Transferee shall be entitled to verify the
integrity and accuracy of the assets, documents and chops of Target
Company and its wholly owned subsidiary and to accept the assets,
documents and chops mentioned hereof. The Target Company agrees
to provide
assistance to the aforesaid activities
unconditionally;
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(2)
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The
transfer of the liabilities and obligations of Parties shall be taken
into
place at the closing of the share transfer. The Target Company and
its
wholly owned subsidiary shall be liable for all investments and debts
and
equities not listed on the balance sheet before the closing and the
Transferee shall be liable for all investments and debts and equities
after the closing;
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9
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(3)
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The
verification of the assets, documents and chops shall
include:
1)
assets: The Parties confirmed the assets item
by item according to the assets listed on the accounting documents
of the
Target Company and its wholly owned subsidiary, and the Parties also
confirm the office furniture, facilities, devices, supplies and
etc;
2)
documents and contracts: shall include all
government approval documents (including but not limited to all duplicates
of the business license, tax registration, enterprise code registration
and all original approvals ) of the Target Company and its wholly
owned
subsidiary; originals of contracts, agreements, Memorandum of
Understandings and other legally binding documents of the Target
Company
and its wholly owned subsidiary; projects documents (including but
not
limited to designs, blue drawing and other construction related documents)
and other related documents; and
3)
all chops of the Target Company and its wholly
owned subsidiary (including but not limited to company chop, accounting
chop, division chop, etc.) and chops of the legal representative;
accounting documents and notes, including but not limited to the
accounting books, bills, receipts, checks, cash and other valuable
securities.
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(4)
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The
Target Company shall complete the delivery
work on the date when the administrative agency of industry and commerce
accepts the change of registration application for the transfer of
100%
shares, and the delivery work shall include but not limited to the
followings:
1)
to deliver to the designated person of the
Transferee with all corporate documents and contracts of the Target
Company and its wholly owned subsidiary mentioned above. The Target
Company and the Transferee shall destroy the original chops jointly
and
authorize the Transferee to engrave the new chops;
2)
to deliver all assets mentioned above to the
designated person of the Transferee. Subject to the requirements
of the
Transferee, Transferor shall delivery the construction projects to
the
designated staff of the Transferee;
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10
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3)
The Transferee shall be entitled to revaluate
the performance of the employees (including all formal and temporary
employees, if any) of the Target Company and its wholly owned subsidiary
upon the expiration of the employment term of the labor contract
and to
determine the re-appointment of such employees. For those employees
not
re-appointed, the costs incurred by severance arrangement shall be
borne
by the Target Company; and
4)
to provide explanation in writing pursuant to
the requirement of the Transferee regarding other matters of the
Target
Company and its wholly owned
subsidiary.
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7.4
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The
“Transition Period” shall refer to the period starting from the date
of
execution of this Agreement to the date when the Transferee or its
designated affiliate become the lawful shareholders of the Target
Company
and its wholly owned subsidiary and the closing has taken place pursuant
to the Article 6 of this Agreement. The Transferee is entitled to
delegate
representative(s) (hereafter referred to as “Representative of the
Transferee”) to supervise all activities of the Target Company and its
wholly owned subsidiary during the Transition Period. Parties agree
to
handle with relevant issues during the Transition Period in compliance
with the principles as following:
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(1)
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The
Target Company and its wholly owned subsidiary
shall keep in good conditions the assets, business and personnel
and shall
maintain the aforesaid items in its ordinary and usual course. The
Target
Company and its wholly owned subsidiary shall continue its business
activities and shall ensure the assets and assets and debts of them
are
free from any material change;
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(2)
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All
external contract or agreement executed by the
Target Company and its wholly owned subsidiary and its fulfillment
shall
obtain the consent of the Transferee in advance; and
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(3)
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Any
increase to the value and quantity of the
assets of the Target Company and its wholly owned subsidiary shall
belong
to the Target Company and its wholly owned subsidiary which shall
not
affect the transferring price specified in this
Agreement.
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11
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Article
8.
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CONFIDENTIAL
RESPONSIBILITIES
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8.1
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Each
Party shall consider the content of this Agreement and any documents,
materials and information provided by any Party related to the Target
company and its wholly owned subsidiary, including but not limited
to the
materials provided by the
Target Company to the Transferee, as confidential information and
shall be
obligated to strict protection of such information. Unless otherwise
for
the purpose of enforcement of this Agreement, or by the mandatory
request
of government or court or as agreed by the Parties, no Party shall
disclose or release the confidential information or any part of it
to any
other person other than the Parties.
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8.2
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The
disclosure by any Party of this Agreement for the purpose of performing
its obligation under this Agreement shall not constitute a
breach of confidential obligation if it discloses documents, materials
and
information under the following situations:
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(1)
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The
disclosure is mutually agreed on by the
Parties;
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(2)
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The
disclosure of the above documents, materials
and information to the manager, administrative staffs and technicians
is
necessary and required for the purpose of participating in the transaction
under this Agreement;
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(3)
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The
disclosure to the Parties’ respective counsel
or accountant to the extent
necessary;
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(4)
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The
disclosure to relevant professionals and
professional institutions for consulting purpose to the extent necessary
and upon the consent from the other Party; and
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(5)
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The
disclosure for the purposes of financing,
reorganization or other purpose as required by the government authorities
in the future operation of the Target Company and its wholly owned
subsidiary.
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12
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Article
9.
|
BREACH
OF
CONTRACT
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9.1
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If
any Party fails to perform its obligations under this Agreement,
or fails
to comply with its commitment under this Agreement, or if the
representations and warranty conducted by any Party is substantially
untrue or contains substantial omission which is sufficient to mislead
the
other party, then such activities shall be deemed as a breach of
contract.
The breaching Party shall correct its breaching activities within
fifteen
(15) business days upon receipt of the explicit notice of breach
delivered
by the non-breaching Party. If the breaching Party could not validly
cease
and correct its violation in fifteen (15) business days after receiving
such notice, the non-breaching Party reserves the right to terminate
this
Agreement by notify the breaching Party in writing and to claim the
damages from the breaching Party.
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9.2
|
If
any loss has been incurred to a Party due to the breach of this Agreement
by the other Party, the Party in breach shall indemnify the suffering
Party in a reasonable and comprehensive method. Such indemnification
shall
not be affected by the rectification in fifteen (15) business days
as
specified in section 9.1 above.
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9.3
|
If
the
Transferee fails to pay the transfer price within the period specified
in
this Agreement, he shall be liable to pay penalty to the Transferor
which
is calculated at the rate of 0.02% of the unpaid payment amount for
each
day that is overdue. The Transferee reserves the right to dissolve
this
Agreement and the Parties shall renew the registration to the status
prior
to the transfer if the delay of payment exceeds [ 45 ] days. The
costs
incurred by the registration renewal shall be borne by the Transferee.
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9.4
|
The
Target Company shall pay the penalty at the rate of 0.02% of the
transferring price per day if it fails to fulfill any obligations
within
the term specified under this Agreement.
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9.5
|
If
the information disclosed by the
Target Company under this Agreement is untrue, or if the representations
and warranties made by the Target Company are inconsistent with the
fact,
and the above untrue information, representations or warranties have
caused the failure to perform this Agreement, which constitutes the
material breach by the Target Company, then the Transferee shall
be
entitled to dissolve this Agreement and demand a full refund of all
payments from the Transferor plus a penalty of a 3% of the total
amount of
the transfer price.
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Article
10.
|
FORCE
MAJEURE
|
|
10.1
|
Force
majeure refers to the objective
circumstances that cannot be foreseen, be avoided and be overcome
by the
Parties or any Party, including but not limited to fire, flood,
earthquake, natural disasters, war, riots, strike and other social
events.
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13
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10.2
|
If
any Party cannot perform this Agreement or any provisions of this
Agreement due to the circumstances listed as Force Majeure, then
he can be
excused of his obligations that is reasonably correlated to such
event of
Force Majeure; provided the suffering Party shall give prompt written
notice to the other Party without delay together with valid documents
regarding the reasons of its inability to fulfill or the necessity
to
postpone the fulfillment of this Agreement within fifteen (15) days
following the occurrence thereof. The Party affected by such force
majeure
event shall take all reasonable actions to eliminate the influence
and
reduce the damage caused by such force majeure event and shall immediately
perform its obligation under this Agreement in full upon the vanish
of
such force majeure.
|
|
10.3
|
Should
the effect of the force majeure events last for more than thirty
(30)
days, both Parties shall friendly consult with each other to timely
reach
a solution to continue to perform this
Agreement.
|
|
Article
11.
|
NOTICE
AND
DELIVERY
|
|
11.1
|
Any
notice or other communications (hereinafter collectively referred
as the
“Notice”) related to this Agreement and are issued by each Party or any
party shall be conducted in writing and be delivered to the following
address:
|
Target
Company and Transferorsæ
|
Name:
|
Shandong
Guolian Telecommunication Technology Limited
Company
|
|
Address:
|
North
Region, Plaza F.
|
|
GaoXin
District, XinYu Rd, University Technology Park
|
|
|
Jinan
City, Shangdong Province, China
|
|
|
Postcode:
|
250101
|
|
Fax:
|
x00-0000-00000000
|
Transferee:
|
Name:
|
Beijing
Telestone Wireless Telecommunication Company
Limited
|
|
Address:
|
Xxxxx
0, Xxxxx Xxxxx
|
|
|
Xx
0 Xxxxxxx Xxxx, Xxxxxxx Xxxxxxxxxx Xxxx
|
|
|
Xxxxxxx,
Xxxxx
|
|
Postcode:
|
100070
|
|
Fax:
|
x00-00-00000000
|
14
|
11.2
|
The
Transferors agree and authorize the Target Company to receive and
issue
any notice on behalf of the Transferors (unless otherwise specified
by
Transferors).
|
|
11.3
|
Unless
otherwise provided in this Agreement, any notice shall be deemed
to have
been effectively given that: notices given by personal delivery shall
be
deemed effectively given on the time of personal delivery (with return
receipt in writing); notices by courier shall be deemed effectively
given
on the forty-eight (48) hours (exclusive of public holidays) after
they
were sent by recognized courier service; notices given by facsimile
transmission shall be deemed effectively given on the date of successful
transmission.
|
|
Article
12.
|
APPLICABLE
LAW AND DISPUTE
RESOLUTION
|
|
12.1
|
The
execution, effectiveness, interpretation, fulfillment and dispute
resolution of this Agreement shall be governed by the law of the
People’s
Republic of China.
|
|
12.2
|
Any
dispute arising hereunder or by the interpretation or implementation
of
this Agreement shall be resolved first by amicable consultation by
the
Parties. Where no agreement can be reached thirty (30) days after
consultation, any Party may submit the dispute to the Beijing Arbitration
Commission in accordance with its arbitration rules and procedures
then
valid and at the place of Beijing. The arbitral award shall be final
and
binding upon the Parties. Any costs incurred by the arbitration shall
be
borne by the losing Party. During the term of arbitration, except
for the
provisions hereunder relating to the dispute, the Parties shall
continuously perform this Agreement.
|
|
Article
13.
|
MISCELLANEOUS
|
|
13.1
|
This
Agreement shall be executed in twelve (12) counterparts, one (1)
for each
Party, and the others are used in company filing, relevant government
approval and change of registration filing for the Target Company.
Each
counterpart shall have the same legal effect.
|
15
|
13.2
|
Any
outstanding issue of this Agreement shall be conducted by the parties
under this Agreement through consultation to reach a supplementary
agreement in writing. Such supplementary agreement shall have the
same
legal effect as this Agreement.
|
|
13.3
|
The
original of this Agreement may be executed by the Parties signing
separately in several signature pages. All executed pages shall be
deemed
as a part of original Agreement. The executed pages with the signatures
of
each Party and the text of this Agreement shall constitute one original
instrument.
|
|
13.4
|
This
Agreement shall constitute the entire agreement among the Parties
regarding the full understanding and agreement on all subject matters
of
this Agreement, and it shall supersede any previous understandings,
letter
of intents, agreements or intents (in writing or orally) concluded
by the
Parties regarding such subject matter hereof.
|
|
13.5
|
This
Agreement is entered for the benefits of the Parties hereto (and
any
affiliates agreed to be bound by this Agreement) and is not intended
to
confer any rights or interests to any third parties nor shall it
set up
any rights on behalf of the any third parties.
|
|
13.6
|
This
Agreement may not be amended or modified except that the Parties
signs the
amendment or modification to this Agreement and so expressly states
their
intentions to amend or modify this Agreement. Such modification or
amendments shall be made in writing and signed by the authorized
representative of each Party.
|
|
13.7
|
If
any Party intents to waive any rights hereunder, he shall provide
a letter
of waiver in writing and expressly states the rights or provisions
to be
waived, otherwise the waiver shall not be deemed as valid. The waiver
by
either Party shall not operate as, or be construed as, a waiver of
any
subsequent breach thereof.
|
|
13.8
|
If
any parts of this Agreement are held to be void, such voidness shall
not
render the remaining provisions of this Agreement to be void or partially
void. Once any parts are held to be void, the remaining parts of
this
Agreement shall be fully performed as though the void parts had never
existed in this Agreement; With respect to the provision that are
determined to be void, the Parties agree to use legitimate method
to
achieve the goal of the void provision originally intended as closely
as
possibly and to a maximum extent.
|
16
|
13.9
|
A
Party shall execute and deliver from time to time to the other Party
the
necessary or reasonable documents and shall conduct further necessary
or
reasonable activities upon the reasonable request by the other Party
without any further consideration, so as to facilitate and complete
the
transactions hereunder as soon as possible.
|
Execution
Page
IN
WITNESS WHEREOF,
the
Parties have hereunder caused their respective authorized representatives to
execute this Agreement as of this day and year first written above.
Shandong
Guolian Telecommunication Technology Limited Company
|
/s/
Lian Renguang
|
|
Lian
Renguang
|
|
Authorized
representative:
|
|
/s/
Lian Renguang
|
|
Lian
Renguang
|
|
/s/
Xxxx Xxxxxxx
|
|
Xxxx
Xxxxxxx
|
|
/s/
Ding Yanying
|
|
Ding
Yanying
|
|
/s/
Yu Yongjing
|
|
Yu
Yongjing
|
|
Beijing
Telestone Wireless Telecommunication Company
Limited
|
|
/s/
Han Daqing
|
|
Authorized
Representative:
|
17
