EXHIBIT 10.6
ASSET PURCHASE AGREEMENT
between
Shenzhen Mindray Bio-medical Electronics Co., Ltd.
and
Mindray Electronics (Shenzhen) Co., Ltd.
This Agreement dated as of April 9, 2002 was entered into by and between the
following parties:
PARTY A: Shenzhen Mindray Bio-medical Electronics Co., Ltd.
Legal Representative: Xu Hang
Domicile: Room B, 3/F New Energy Building, Nanyou Avenue, Nanshan District,
Shenzhen
PARTY B: Mindray Electronics (Shenzhen) Co., Ltd.
Legal Representative: Chen Wenzi
Domicile: 00X, Xxxxx X, Xxx Xxx Xxxxxxxx, xxxx of Nanyou Avenue and north of
Longcheng Road, Nanshan District, Shenzhen
After full consultation, Party A and Party B agree as follows on the matters
regarding the purchase by Party A of certain assets of Party B:
ARTICLE ONE PARTIES TO THE AGREEMENT
1. Party A - Shenzhen Mindray Bio-medical Electronics Co., Ltd. is a
Sino-foreign joint venture company limited by shares registered with
Shenzhen Municipal Administration of Industry and Commerce on January 25,
1999 and has been issued an Enterprise Legal Person Business License with a
registration number of Qi Gu Xxx Xxxx Zong Zi No.109722.
2. Party B - Mindray Electronics (Shenzhen) Co., Ltd. is a wholly
foreign-owned enterprise registered with Shenzhen Municipal Administration
of Industry and Commerce on March 6, 1991 and has been issued an Enterprise
Legal Person Business License with a registration number of Xx Xxx Xx Xxxx
Xxxx Xx Xx.000000.
ARTICLE TWO APPROVAL AND CONSENT
The purchase of Party B's assets by Party A contemplated hereunder has been
approved by the board of directors of each party.
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ARTICLE THREE SCOPE OF THE PURCHASED ASSETS
Party A will purchase Party B's existing assets which shall be the property
located at northern half of floor 0, Xxx Xxxxxx Xxxxxxxx, Xxxxxxx Xxxxxxxx,
Xxxxxxxx.
ARTICLE FOUR METHOD OF PURCHASE AND PRICE
Party B will sell the property to Party A in a single deal. The sale price of
Party B, also the purchase price of Party A, shall be the net book value of the
property in the current month equal to RMB 4,735,612.56.
Method and time of payment. Party A shall fully pay the purchase price to Party
B during the period starting from the effective date of this Agreement and
ending on May 31, 2002.
ARTICLE FIVE REPRESENTATIONS, WARRANTIES AND COVENANTS
1. Party B hereby gives the representations, warranties and covenants to Party
A as follows and acknowledges that Party A enters into this Agreement by
reliance on such representations, warranties and covenants:
(1) Party B is an enterprise legal person duly organized and existing
under the applicable laws and has acquired all the authorizations,
approvals and consents necessary for transfer a portion of its assets;
(2) The purchased assets are not subject to any mortgage, security, lien
and other circumstances or facts which will legally or factually
affect Party A's purchase;
(3) Party B has the right and capacity to execute this Agreement. This
Agreement will constitute a legally binding document on Party B upon
execution by it;
(4) The obligations imposed on Party B hereunder are legal and valid and
will neither conflict with the obligations of Party B under any other
agreements nor violate any law.
2. Party A hereby gives the representations, warranties and covenants to Party
B as follows and acknowledges that Party B enters into this Agreement by
reliance on such representations, warranties and covenants:
(1) Party A is an enterprise legal person duly organized and existing
under the applicable laws and has acquired all the authorizations,
approvals and consents necessary for purchase of Party B's assets;
(2) Party A has the right and capacity to execute this Agreement. This
Agreement will constitute a legally binding document on Party A upon
execution by it;
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(3) The obligations imposed on Party A hereunder are legal and valid and
will neither conflict with the obligations of Party A under any other
agreements nor violate any law.
ARTICLE SIX TERMINATION OF THE AGREEMENT
At any time Party B legally acquires the payment of the purchase price by Party
A for purchase of Party B's assets in accordance with the provisions hereof,
1. Upon the occurrence of any of the following circumstances, Party B shall
have the right to terminate this Agreement by giving a notice to Party A
and take back the purchased assets hereunder:
(1) there arises any event which is unpredictable or unavoidable and the
result of which cannot be eliminated, resulting in factual
impossibility of purchase of the assets contemplated hereunder;
(2) Party A breaches any of the provisions hereof and such breach has made
the purposes under this Agreement unavailable;
(3) there arises any fact or event which makes the representations,
warranties and covenants of Party A substantially untrue.
2. Upon the occurrence of any of the following circumstances, Party A shall
have the right to terminate this Agreement by giving a notice to Party B:
(1) Party B breaches any of the provisions hereof and such breach has made
the purposes under this Agreement unavailable;
(2) there arises any fact or event which makes the representations,
warranties and covenants of Party B substantially untrue.
3. Upon termination of this Agreement under the sub-clauses 1 and 2 of this
article, except for the rights and obligations specified in Article Eight
and Article Nine hereof and those that have arisen from the Agreement prior
to such termination, both parties shall neither enjoy the rights hereunder
nor assume the obligations hereunder.
ARTICLE SEVEN LIABILITIES FOR BREACH OF THE AGREEMENT
Failure to perform the obligations specified herein by either party shall
constitute a breach of the Agreement and the breaching party shall bear the
liabilities for compensation arising therefrom.
1. Party B's recourse to ownership. If Party A fails to make full payment of
the purchase price when due pursuant to the payment terms set forth in
Article Six hereof, Party B shall have the recourse to the ownership of the
assets for which the payment of the purchase price is in default.
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2. If Party A delays in make payment, it shall pay to Party B a late payment
charge in the amount of 0.04% of the unpaid purchase price.
3. Failure by Party B to proceed with the formalities for asset transfer
within five working days (subject to the date on which Party B receives the
remittance voucher) after Party A's full payment of the purchase price
within the defined term shall constitute a breach of this Agreement. Party
B shall refund Party A for all the payments made by the latter and the
interest accrued on such payments and pay to Party A the liquidated damages
equal to 10% of the purchase price.
ARTICLE EIGHT CONFIDENTIALITY
1. Except for the disclosure permitted in the sub-clause 2 below, both parties
hereto shall strictly maintain the confidentiality of the information
acquired as a result of execution and performance of this Agreement in
connection with following aspects:
(1) all provisions of this Agreement;
(2) the negotiations relating to this Agreement;
(3) the target assets under this Agreement;
(4) the trade secrets of each party.
2. Only under any of the following circumstances may either party hereto
disclose the information described in the sub-clause 1 of this article:
(1) under legal requirements;
(2) at the request of any competent government agency;
(3) disclosure to the professional consultant or lawyer of such party (if
any);
(4) disclosure of information already made available to the public other
than as a result of such party's fault;
(5) upon a prior written consent given by either party.
3. This article shall survive the termination of this Agreement and shall not
be affected by lapse of time.
ARTICLE NINE MATTERS NOT COVERED IN THIS AGREEMENT
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Any matters not covered herein may be agreed by Party A and Party B by entering
into a supplementary agreement. The supplementary agreement shall have the same
legal effect as this Agreement.
ARTICLE TEN EFFECTIVENESS OF THE AGREEMENT
This Agreement shall become effective as of the date when both parties execute
this Agreement or affix their official seals to this Agreement.
ARTICLE ELEVEN MISCELLANEOUS
This Agreement is made in duplicate and each party shall hold one. Both shall be
of equal legal effect.
(The end of the body of the Agreement.)
Both parties have executed this Agreement as follows:
Party A: Shenzhen Mindray Bio-medical Electronics Co., Ltd. (official
seal)
Legal Representative/Authorized Signatory: Xu Hang
Party B: Mindray Electronics (Shenzhen) Co., Ltd. (official seal)
Legal Representative/Authorized Signatory: Chen Wenzi
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