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EXHIBIT 4.3
EQUITY INTEREST TRANSFER AGREEMENT
Transferor: Nam Tai Electronic & Electrical Products Limited (hereinafter called "Party A")
Address: 00/X, Xxxxx Merchants Tower, Shun Tak Centre, 000-000 Xxxxxxxxx Xxxx Xxxxxxx,
Xxxx Xxxx
Legal Representative: Xxxx Xxxx Ling Title: Managing Director
Authorised Agent: Fu Xxxx Xxxxx
Transferee: Nam Tai Electronic & Electrical Products Limited
(hereinafter called "Party B")
Address: Century Yard, Cricket Square, Xxxxxxxx Drive, P.O. Box 2681, GT, Xxxxxx Town,
Grand Cayman, Cayman Islands, British West Indies
Legal Representative: Xxxx Xxxx Ling Title: Managing Director
Authorised Agent: Wu Xxx Xxxx
Namtai Electronic (Shenzhen) Co., Ltd. (hereinafter called the "Company") was
approved by the Shenzhen Municipal People's Government for establishment on 24th
June 1989 and was wholly foreign owned by Party A with registered capital of
US$90 million. Pursuant to the board of directors' approval, Party A shall
transfer its 100% equity interest in the Company to Party B.
NOW IT IS HEREBY AGREED by both parties as follows:
I. Consideration, Payment Date and Form of Share Transfer
1. Party A is the owner of 100% equity interest in the Company with a fully
paid up registered capital of US$90 million pursuant to the Articles of
Association of the Company. Party A hereby agreed to transfer its 100%
equity interest in the Company at a consideration of US$90 million to
Party B.
2. Party B shall pay to Party A in a lump sum the amount and currency as
stipulated in Clause 1 within 3 days from the effective date of this
Agreement.
II. Rights and Obligations of Both Parties
1. Party A warrants that it is has the absolute right to dispose of the
equity interest to be transferred in the Company to Party B. Party A
further warrants and represents to Party B that there is no mortgage
created over the equity interest and no claim has been made by any third
party. Otherwise, Party A shall indemnify Party B against all economic
losses and legal liabilities arising out of breach of the foregoing.
2. All profits and liabilities shall pass to Party B upon the effective date
of this Agreement.
III. Liability for Breach of Agreement
1. Upon the coming into effect of this Agreement, unless otherwise agreed by
the other party, this Agreement may not be terminated by either party. The
defaulting party shall compensate the other party for any economic losses
suffered by the other party.
2. In the event that Party B fails to pay the consideration sum to Party B on
the agreed date of payment, Party B shall pay to Party A 0.01% of the
contract sum for each day of delay which shall be without prejudice to any
claim of economic losses suffered by Party A as a result of delay in
payment by Party B.
IV. Disputes
The parties shall endeavour to resolve any disputes amicably, failing
which either party may take the legal proceedings to the local people's
courts.
V. Effective Date
This Agreement shall take effect from the date of signing and notarisation
of this Agreement and registration for the change shall be handled at the
State
Administration for Industry and Commerce.
VI. This Agreement shall be executed in 6 copies with the same legal status. A
copy each will be held by Party A, Party B, the notary public and other
relevant departments.
Party A: Nam Tai Electronic & Electrical Products Limited
Legal Representative: Authorised Agent:
Party A: Nam Tai Electronic & Electrical Products Limited
Legal Representative: Authorised Agent:
Shenzhen, 3rd July 2003
