Exhibit 10.1
GUANGDONG NEW GENERATION BUSINESS MANAGEMENT CO. LTD.
EQUITY TRANSFER AGREEMENT
The present agreement is entered into among the following parties
in Guangzhou on the 20th day of April 2004.
Guoji Enterprise Co., Ltd., a limited liability company established
with effective duration in accordance with the laws in the British Virgin
Islands. Its address of registration is Akara Xxxx. 00 Xx Xxxxxx Xxxxxx,
Xxxxxxxx Cay I, Road Town, Tortola, British Virgin Islands. The company is a
wholly-owned subsidiary company of China World Trade Corporation. The legal
representative of the company is Xxxx Xxxxxxxx (hereinafter abbreviated as Party
A or Transferee).
Guangdong Huahao Industries Group Co., Ltd., a limited liability
company established with effective duration in accordance with the laws in
China. Its address of registration is 15/F, Xx. 000 Xxxxxxxxxxx Xxxx, Xxxxxx
Xxxxxxxx, Xxxxxxxxx Xxxx, Xxxxxxxxx Province, China. The legal representative of
the company is Chen Zeliang (hereinafter abbreviated as Party B, or collectively
referred to as Transferors together with Party C and Party D).
Xxxxx Xxxxx, a natural person of Chinese nationality, whose ID No. is
445221790628656 and whose place of residence is Denggang Town, Jiedong County,
Guangdong Province (hereinafter abbreviated as Party C, or collectively referred
to as Transferors together with Party B and Party D).
Suo Hongxia, a natural person of Chinese nationality, whose ID No. is
410311710225004 and whose place of residence is Room 903, Xx. 00 Xxxxxxx Xxxx,
Xxxxxxxxx Xxxx, Xxxxxxxxx Xxxxxxxx, Xxxxx (hereinafter abbreviated as Party D,
or collectively referred to as Transferors together with Party B and Party C).
PREFACE
Whereas:
1. Parties B, C and D jointly invested in the establishment of
Guangdong New Generation Business Management Co., Ltd. (hereinafter abbreviated
as "Target Company") on April 3, 1998. The primary business scope of the company
includes market research and planning, sales agency of airline passenger and
freight transportation, business agency and consultation on travel information.
Its address of registration is Ground Floor, No. 980 North Jiefang Road, Yuexiu
District, Guangzhou City, Guangdong Province, China. The legal representative of
the company is Xxx Xxxxxxx.
2. The Target Company is a limited liability company established with
effective duration in accordance with the laws in China. The company's
registered capital is RMB fifteen million ( 15,000,000.00). The Transferors are
the existing shareholders of the Target Company and, as of the date this
agreement is signed, hold one hundred percent (100%) of the shares of the Target
Company. To be specific, Parties B, C and D respectively hold eight-six point
sixty-seven percent (86.67%), ten percent (10%) and three point thirty-three
percent (3.33%) of the shares of the Target Company.
3. The Transferors agree to transfer to the Transferee fifty-one
percent (51%) of the shares of the Target Company that they hold in accordance
with the prices set in Article 2.2 below as well as other terms and conditions
set out in this agreement. The Transferee agrees to take over the transferred
shares and rights as mentioned above in accordance with the conditions set out
in the terms of this agreement.
Now therefore, the parties hereby enter into the following agreement
on the basis of equality, voluntariness and consultation and in accordance with
the existing laws, administrative rules and regulatory documents in China:
Article One Definition
1.1 In this agreement the following words and phrases are defined as
follows unless otherwise specified in the context:
(1) "China" refers to the People's Republic of China (not including
Hong Kong and Macao Special Administrative Regions and Taiwan Province);
(2) "Hong Kong" refers to the Hong Kong Special Administrative Region
of the People's Republic of China);
(3) "Renminbi" refers to the legal currency in the People's Republic
of China;
(4) "Share" refers to the shareholder's equity as held by the existing
shareholder based on the proportion of the amount of registered capital it
contributes according to the related legal documents in the total amount of
registered capital of the Target Company. Generally speaking, the shares may
take the form of stocks, share of equities and so on. In this agreement the
shares are calculated in percentages.
(5) "Transferred shares" refer to the fifty-one percent (51%) of the
equities in the Target Company that the Transferors transfer out in accordance
with the conditions and arrangements in this agreement.
(6) "Transfer price" refers to the transfer price as specified in
Articles 2.2.1 and 2.2.2 of this agreement.
(7) "Transfer completion date" refers to the details in Article 6.1.
(8) "Existing shareholders" refer to the shareholders of the Target
Company as specified by the most recently dated effective contracts or
regulations before this agreement is signed and takes effect, i.e. the
transferring shareholders and the Transferors of the equities in this agreement.
(9) "Several enterprises" refers to the holding and (or) shareholding
companies by the Transferors as in Appendix 1.
(10) This agreement refers to the entire text, complete appendices of
the agreement as well as all other documents that all parties agree to list as
the appendices of the agreement.
(11) "China World Trade Corporation" refers to the company registered
in the State of Nevada in the United States of America and approved by the
securities regulatory authority in the United States as listed company. To avoid
misinterpretation, it is important to note that China World Trade Corporation
holds one hundred percent (100%) of the rights of the Transferee.
(12) "Asset assessment date" refers to the base date of the asset
assessment.
1.2 Articles, clauses, items and appendices refer to the articles,
clauses, items and appendices of this agreement.
1.3 The headings in this agreement are made for the sake of
convenience and do not affect the understanding and interpretation to the
agreement.
Article Two Equity Transfer
2.1 Share of Transfer
2.1.1 All the parties in this agreement agree that the Transferors
will make a one-time transfer to the Transferee of fifty-one percent (51%) of
the shares of the Target Company that they hold in accordance with the
conditions set in this agreement. To be specific, (a) Party B transfers
thirty-seven point sixty-seven (37.67%) of the shares it originally owns in the
Target Company and retains forty-nine percent (49%) of the shares; (b) Party C
transfers all of the shares (10%) it originally owns in the Target Company; (c)
Party D transfers all of the shares (3.33%) it originally owns in the Target
Company.
2.1.2 After the paid transfer of the fifty-one percent (51%) of the
shares from the above-mentioned Target Company, the Transferee becomes the
controlling shareholder of the Target Company. Upon the completion of the
transfer, the composition of the shares in the Target Company becomes: Party A
owns fifty-one percent (51%) of the shares and Party B owns forty-nine percent
(49%) of the shares.
2.2 Transfer Price
2.2.1 The Transferee purchases the "transfer shares" from the
Transferees at the transfer price of RMB ninety-one million eight hundred
thousand (91,800,000.00), in which parties B, C and D respectively obtain the
transfer prices of RMB seventy-nine million five hundred sixty-three thousand
and sixty (79,563,060.00), RMB nine million one hundred eighty thousand
(9,180,000.00) and RMB three million fifty-six thousand ninety-four
(3,056,940.00).
2.2.2 The Transfer Price refers to the purchase price of the transfer
shares, including the variety of shareholder's equities contained in the
transfer shares. Such shareholder's equities refer to all the current and
potential equities attached to the transfer shares, including all the benefits
represented by fifty-one percent (51%) of all the personal properties and real
estate as well as the tangible and intangible assets that the Target Company
owns. They also include but are not limited to all the profits and dividends
prior to the completion date of the equity transfer for the year 2004. The
Transfer Price does not include: (a) any liabilities or other account payable
(hereinafter abbreviated as "Undisclosed Liabilities") of the Target Company not
listed in Appendix 2 of this agreement and (b) the existing shortfall, damage,
reduction or loss of use value between the current assets of the Target Company
and the checklist contents in Appendix 3 (collectively referred to as "Property
Devaluation or Damage".)
2.2.3 In case of Undisclosed Liabilities and Property Devaluation or
Damage (if existing), the Transferee shall shoulder the compensation
responsibilities in the proportion of fifty-one percent (51%) of the amount of
the Undisclosed Liabilities.
Article Three Payment
3.1 Means of Payment
3.1.1 All the parties of the agreement agree that the Transferee shall
pay to the Transferors the Transfer Price by means of the Renminbi it legally
owns and the stocks it has the right of disposal of. Among the payment, (a) RMB
thirty million (30,000,000.00) shall be made in cash, and (b) the remaining
Transfer Price to the Transferors shall be in the form of the additionally
issued common stocks from China World Trade Corporation which will apply to the
securities regulatory authority in the United States for such issuance. The unit
price per share of the stocks used for payment is converted as ninety percent
(90%) of the average closing price for the ten (10) trading days prior to the
completion date of the transfer for China World Trade Corporation as well as the
foreign exchange rate published by the State Administration of Foreign Exchange
of China as of the date of the additional issuance.
3.2 Time of Payment
3.2.1 The Transferee shall, on or before May 10, 2004, pay RMB ten
million (10,000,000.00) to Party B of this agreement in the form of loan (see
Appendix 4; the Target Company and the primary shareholder Chen Zeliang of Party
B shall guarantee such a loan). By the time when all the prerequisites detailed
in Clause 4.1 below are satisfied and fulfilled before the deadline specified in
Clause 5.1, this loan may be converted into the Transfer Price to the
Transferors.
3.2.2 Within five (5) business days of the satisfaction and
fulfillment of all the prerequisites detailed in Clause 4.1 of this agreement
and of the completion of procedures by the Target Company with registration
management authority for the change of shareholders and for the new business
license, the Transferee shall pay to the Transferors the cash portion of the
remaining Transfer Price. The stock portion shall be paid to the Transferors
within two (2) months thereafter.
3.2.3 All the parties shall pay the taxes incurred in "Equity
Transfer" in this agreement in accordance with the laws and regulations.
3.2.4 The Transferee has the right to pay the Transfer Price to the
Transferors in any equivalent foreign currency (if necessary and not contrary to
the existing related laws and regulations in China).
Article Four Prerequisites of the Equity Transfer
4.1 Only after the following prerequisites are completely satisfied
will the Transferee fulfill the obligation of paying off the entire Transfer
Price.
(1) For the purpose of the transactions in this agreement, the
Transferors shall unconditionally transfer to the Target Company all the shares
they control and own in several enterprises so that the Target Company will
legally become the legitimate shareholders of the several enterprises mentioned
above and enjoy the shareholder's rights in proportion to the shares
transferred. The Transferors shall complete the related registration procedures
for the change of shareholders on or before June 1, 2004. However, the
registration procedures for the change of shareholders for Easy Boarding
Business Trip Service Co., Ltd. of Guangzhou Baiyun International Airport and
Guangzhou Airport Travel Agency Co., Ltd. are not subject to the above-mentioned
time constraint, but such registration procedures for the change of shareholders
shall be completed on or before September 30, 2004.
(2) For the purpose of the transactions in this agreement, the
Transferors shall urge the Target Company to complete the purchase of sixty
percent (60%) of the shares from each of Hainan Xinkaili Airline Service Co.,
Ltd, Beijing Golden Eagle Airline Service Co., Ltd. and Zhengzhou Shaolin
Tourism Development Co., Ltd. The related registration procedures of the change
of equities shall also be completed on or before June 1, 2004.
(3) For the purpose of the transactions in this agreement, China World
Trade Corporation shall apply to the securities regulatory authority in the
United States for the additional issuance of common stocks and the approval
shall be obtained on or before June 15, 2004.
(4) The Target Company and Party B of this agreement shall have signed
a loan arrangement document on or before May 10, 2004, which mainly indicates
that Party B will unconditionally provide to the Target Company with RMB thirty
million (30,000,000.00) (see Appendix 5).
(5) The Target Company and the Transferee shall have signed a loan
arrangement document on or before May 10, 2004, which mainly indicates that the
Transferee will provide to the Target Company not more than RMB thirty-one
---
million two hundred twenty-four thousand five hundred (31,224,500.00) (see
Appendix 6).
(6) The Transferors shall have completed all the legal procedures
regarding the transfer of shares to the Transferee.
(7) The Transferors shall have completed all the approval, change
application and registrations regarding the equity transfer as required by the
related national regulatory authority.
(8) Party B of this agreement shall have provided the resolution by
the Board of Directors and the shareholders' meeting of Party B approving such
an equity transfer.
(9) The Transferors shall have signed a disclaimer exempting the
Transferee from undisclosed liabilities before the equity transfer completion
date and the tax responsibilities likely to be caused by the transfer.
(10) The law firm that the Transferee engages shall have provided
legal opinion proving the all above legal documents supplied by the Transferors
are true and authentic. The law firm shall also have confirmed that the various
transactions detailed in this agreement are effective and legal according to the
law and that the agreement has the same legal binding force to all the signing
parties.
4.2 The Transferee has the right to decide, of its own will, to
abandon all or any prerequisites mentioned in the above Clause 4.1 (except
Clause 4.1 (6)). Such a decision to abandon shall be made in writing.
Article Five Term and Termination
5.1 Unless otherwise specified, the prerequisites detailed in the
above Clause 4.1 shall be completed on or before June 15, 2004.
5.2 In case any of the prerequisites in the above Clause 4.1 is not
fulfilled before the deadline specified in the above Clause 5.1 and the
Transferee is not willing to drop these prerequisites, this agreement is deemed
as terminated. All the rights, obligations and responsibilities for the parties
of this agreement become ineffective immediately and cease to be binding for the
parties concerned. When this happens, the Transferors may not require the
Transferee to pay the Transfer Price as per this agreement. Meanwhile, Party B
of this agreement should, immediately or no later than fifteen (15) business
days after the termination of this agreement, return to the Transferee the loan
and the interest that the Transferee has already paid to Party B in accordance
with Clause 3.2.1 of this agreement.
5.3 The Target Company shall complete its change of equities within
fifteen (15) days calculated from the completion date set in Clause 5.1, namely
June 15, 2004 (Postponement may be allowed if the place of registration of Party
A or its appointed Transferee is not in Mainland China, thus having to obtain
certain permits pertaining to Chinese-foreign joint ventures which may cause
postponement and delay in time.)
5.4 For the purpose of the transactions in this agreement, the
Transferors and the Transferee will jointly appoint a legally qualified asset
evaluation and account auditing authority to complete the asset evaluation and
financial auditing to the Target Company in accordance with the internationally
prevailing rules before July 30, 2004.
5.5 In case of automatic termination of the agreement as detailed in
Clause 5.2, the parties involved will restore the transferred shares. Mutual
cooperation will be expected in the completion of various required procedures
(if necessary and not contrary to the existing related laws and regulations in
China). Unless regulated in this agreement or otherwise agreed by the parties,
the Transferee may not charge any fees to the Transferors.
5.6 All the parties of this agreement agree that no party will be
considered defaulter if, after reasonable efforts have been made by various
parties, the prerequisites set out in Clause 4.1 still cannot be fulfilled and
this agreement will thus be automatically terminated. In this case no party may
claim damage compensation from other parties.
Article Six Equity Transfer Completion Date
6.1 This agreement will take effect upon signing. Upon completion of
various legal procedures regarding change and registration as required by the
equity transfer, the Transferee will have the legal ownership of the transferred
shares and become the shareholder of the Target Company. However, the rights and
obligations for various parties in this agreement will not considered fulfilled
until the prerequisites under Clause 4.1 of this agreement are fully satisfied
and fulfilled before the deadline and until the day when the Transferee has
actually paid the Transfer Price to the Transferors.
6.2 The Transferors agree to deploy all their resources to cooperate
with the accountant appointed by China World Trade Corporate in the auditing and
reporting of the financial status of the Target Company during the past three
years and three months in accordance with the American accounting standards, so
that China World Trade Corporation may comply with the disclosure requirements
for the company to be listed in the United States. This auditing report must be
completed within sixty (60) days starting from the completion date of the
transfer.
Article Seven Appointment and Dismissal of the Board Directors
7.1 At the time of the equity change for the Target Company, the
Transferee has the right to appoint directors into the Board of Directors of the
Target Company in accordance with the pertinent regulations of the Target
Company and require them to assume all the responsibilities and obligations as
directors.
Article Eight Asset Assessment Date for the Target Company
8.1 In accordance with Clause 5.4 of this agreement, the asset
evaluation date for the Target Company is May 31, 2004, which is also the asset
assessment date for the company.
8.2 The Transferors do not have to disclose any information regarding
the normal business operation between the asset assessment date for the company
and the equity transfer completion date. The Transferors shall take the
initiative to fulfill the rights and obligations of the shareholders and keep
the assets of the company intact without depreciation or damage.
Article Nine Statement and Guaranty
9.1 One party of this agreement is hereby making the following
statement and guaranty to the other parties:
(1) All the information in the statement and guaranty made by the
various parties of this agreement is authentic, complete and accurate.
(2) All the parties in this agreement have full civil capacity.
(3) All the parties in this agreement have all the rights,
authorization and permission required for the signing of the agreement as well
as the rights, authorization and permission required for the fulfillment of
every obligation listed in this agreement.
(4) After the authorized legal representatives of the parties in the
agreement have signed the agreement, the relevant regulations in this agreement
constitute the legal, effective and binding obligations.
(5) Both the signing of the agreement and the fulfillment of the
obligations listed in the agreement will not contravene, violate or go against
the business license/business registration permit, rules, any laws and
regulations, or the approval of any government organization or authority, or the
regulations of any contract or agreement as a signing party.
(6) Prior to the date when this agreement becomes effective, no
circumstance will possibly constitute violation of related laws or prevention of
fulfillment of obligations listed in this agreement.
(7) To the best of its knowledge, there is no pending or forthcoming
lawsuit, arbitration or other legal, administrative or government investigation
that is related to the issues addressed in this agreement or that may have
negative effect on the signing of the agreement or fulfillment of the
obligations listed in the agreement.
(8) The party discloses to other parties all the documents from
government departments that it holds and that are related to the transactions
drafted in this agreement. Neither these documents nor documents previously
provided to other parties contain any untruthful representation or omissive
representation of important facts so that no contents of these documents contain
any inaccurate information about important facts.
9.2 The Transferors make the following guaranty and commitment to the
Transferee:
(1) Apart from the written disclosure to the Transferee prior to the
signing date of this agreement, there is no ongoing, pending or upcoming major
lawsuit, arbitration or administrative procedures related to the equities that
the Transferors own of the Target Company.
(2) Apart from the written disclosure to the Transferee prior to the
signing date of this agreement, there is no guarantee, pledge or warranty to any
third party about the equities that the Transferors own of the Target Company.
In addition, the Transferors are the legal and full owners of such equities.
(3) As of the signing date of this agreement and the equity transfer
completion date, the Target Company does not owe the Transferors any debt,
profit or any other money.
9.3 The commitment and guaranty (see Appendix 7) that the Transferors
make about the behavior of the Target Company are truthful and accurate, and do
not contain any omissive information which may be misleading to the Transferee.
9.4 Unless otherwise prescribed in this agreement, the commitments and
guaranties under Clauses 8.1 and 8.2 of this agreement and Article Nine remain
legally effective after the completion of the share transfer until June 30,
2005.
9.5 If, before the prerequisites under Clause 4.1 are fully satisfied,
any guaranty or commitment is confirmed to be untruthful, misleading, inaccurate
or incomplete, the Transferee may, within 14 days of receipt of the
aforementioned notice or awareness of the related incident, notify the
Transferors in writing of the cancellation of the purchase of the "transferred
shares" without having to bear any legal liabilities.
9.6 The Transferors promise to notify the Transferee in writing in a
timely manner should there be any major incident in serious violation or
contravention of the guaranty before the prerequisites under Clause 4.1 are
fully satisfied.
Article Ten Liability for Breach of Contract
10.1 The occurrence of any of the following incidents will constitute
the breach of contract by the party involved under this agreement:
(1) Any party acts in violation of any clause of this agreement.
(2) Any party violates any statement, guaranty or commitment it makes
in this agreement, or any statement, guaranty or commitment that any party makes
in this agreement is deemed untruthful, incorrect or misleading.
(3) The Transferors, without prior consent from the Transferee,
directly or indirectly sell any asset it owns in the Target Company to a third
party.
(4) Within two (2) years of the signing of the contract, the
Transferors or the current shareholders of Party B of this agreement conduct the
same business as the Target Company.
10.2 In case of breach of contract by any party, the other party has
the right to request the immediate termination of the agreement and/or request
compensation for the damage thus caused.
Article Eleven Confidentiality
11.1 Unless otherwise agreed in this agreement, all parties shall make
best efforts to xxxx confidential all kinds of commercial information, data
and/or documents about the other party obtained in the course of fulfilling this
agreement, including any content in this agreement and other cooperative
projects the other parties may be involved in. All parties shall require that
their employees, agents and suppliers only obtain the above information when it
is needed for the fulfillment of the obligations of the agreement.
11.2 The above restrictions do not apply to:
(1) the data and information generally obtainable by the public at
the time of disclosure.
(2) the data generally obtainable by the public after disclosure not
due to the fault of the receiving party.
(3) the data that the receiving party may prove already owned prior
to disclosure and not obtained directly or indirectly from other parties.
(4) the above confidential information that any party discloses to
its direct legal counsel and financial advisor; such disclosure is made as an
obligation to the related government department as required by the law or is
made as required by the normal business operation.
(5) disclosure that any party makes to its bank and/or other
organization providing financing under the circumstance of the normal business
operation.
(6) disclosure that the Transferee makes as required by the securities
regulatory authority or related laws and regulations.
11.3 Both parties shall enjoin their respective directors, senior
staff and other employees and directors, senior staff and other employees of
their affiliate companies to observe the confidentiality obligations prescribed
in this agreement.
11.4 For whatever reason this agreement is terminated, the contents in
this article remain their original effectiveness.
Article Twelve Forces Majeure
12.1 Forces Majeure refer to any incident that all parties or any one
party of the agreement cannot control or predict, or may predict but cannot
avoid, and that happens after the signing date of the agreement and makes any
one party unable to fully or partially fulfill this agreement. Forces majeure
include but are not limited to strike, staff riot, explosion, fire, flood,
earthquake, hurricane and/or other natural disaster and war, civil commotion,
intentional destruction, requisition, confiscation, government behavior on
sovereignty, changes in laws or inability to continue mutual cooperation due to
the failure to obtain government approval to certain issues or due to some
mandatory regulations and requirements from the government, as well as the
occurrence of other major event or outburst of any incident.
12.2 In case of forces majeure, the party prevented from fulfilling
this agreement shall notify the other parties in the quickest manner without any
delay, and provide the other parties with a detailed written report on the event
within fifteen (15) days of the happening of the force majeure. The party
affected by the force majeure shall take all reasonable actions to eliminate the
impact of the force majeure and reduce the damage it causes to various parties.
The parties shall, based on the impact of the force majeure on the fulfillment
of this agreement, decide whether to terminate or postpone the fulfillment of
this agreement, or either partially or fully exempt the affected party from the
obligations of this agreement.
Article Thirteen Notice
13.1 The notice under this agreement shall be served in person, via
fax or express mail service to the address and number indicated below unless any
one party has notified the other parties in writing of the change in address and
number. If delivered via express mail service, the notice is deemed served after
five (5) days of being mailed. If delivered in person or via fax, the notice is
deemed served the day following the delivery day. If delivered via fax, the
original notice shall be mailed via express mail service or delivered in person
to the other parties.
Party A: Guoji Enterprise Co., Ltd.
----------------------------
Address: Room 1217, 12/F, The Xxxxxxxxxx Xxxxx, 00 Xxxxxxxxxx
Xxxxx, Xxxxxxx, Xxxx Xxxx
Receiver: Xxxx Xxxxxxxx
Telephone: 000-0000 0000
Fax: 000-0000 0000
Party B: Guangdong Huahao Industries Group Co., Ltd.
Address: 15/F, Xx. 000 Xxxxxxxxxxx Xxxx, Xxxxxx Xxxxxxxx,
Xxxxxxxxx Xxxx, Xxxxxxxxx Province, China
Receiver: Chen Zeliang
Telephone: 8620-8764 8193
Fax: 8620-8764 8166
Party C: Xxxxx Xxxxx
Address:
Telephone:
Fax:
Party D: Suo Hongxia
Address:
Telephone:
Fax:
Article Fourteen Supplementary Provisions
14.1 Any amendment to the agreement takes official effect at the
consultation and approval of the parties involved and at the signature of the
authorized representatives on the written document. It shall form an integral
part of the agreement and the amended contents of the agreement shall prevail
over the original contents.
14.2 Any extension or continuation that any party of the agreement
grants to the other party for the latter's default or delay shall not be deemed
as the abandonment of the party's rights and power. Nor shall it damage, affect
or limit all the right and power the party has in accordance with the related
laws and regulations of China.
14.3 Invalidity, ineffectiveness and inexecutability of any clause in
this agreement do not affect or undermine the effectiveness, effect and
executability of other clauses. However, all parties of the agreement shall stop
performing the invalid, ineffective and inexecutable clauses and make amendments
within the scope closest to their original meanings so that they become valid,
effective and executable for the particular facts and situations.
14.4 Depending on the needs of the situation, the equity transferee
may transfer all or partial rights and obligations in this agreement to its
affiliated company. In doing so the Transferee shall send written notice to the
Transferors.
14.5 The Transferee shall be responsible for the auditing and
assessment fees for the Target Company as incurred in the equity transfer
mentioned in this agreement.
14.6 All the arrangements on equity transfer between the parties
involved in this agreement shall replace any previous intent, expression or
understanding regarding this agreement. Amendments or additions may be made only
when the authorized representatives from both parties have signed the written
documents.
14.7 If not fully fulfilled before the transfer completion date, the
arrangements in this agreement shall remain fully effective after the transfer
completion date.
14.8 For any business not covered in this agreement, the parties may
enter into additional agreement through direct consultation and negotiation.
14.9 The original of this agreement is made in quadruplicate in
Chinese, with each party holding one copy.
Article Fifteen Applicable Laws
15.1 The laws, administrative regulations and normative documents
apply to the signing, validity, interpretation, fulfillment, implementation and
settlement of disputes in this agreement.
Article Sixteen Settlement of Disputes
16.1 For all the disputes arising from the fulfillment of this
agreement or in connection with the agreement, the parties involved in the
agreement shall settle through negotiation. In the case of failure in
negotiations, any party may submit the dispute to China International Economic &
Trade Arbitration Commission, Shenzhen Commission, which will conduct
arbitration in accordance with the Commission's arbitration rules in effect at
the time of application for arbitration. The arbitral award is final and has
ultimate legal effect on all parties.
Article Seventeen Appendices
17.1 All the appendices to this agreement are integral part of
the agreement and have same legal effect as the main body of the agreement.
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Party A:
Authorized Representative (Signature):
Party B (Seal):
Authorized Representative (Signature):
Party C (Signature):
Party D (Signature):
