EQUITY TRANSFER AGREEMENT
Exhibit
10.1
This
Equity Transfer Agreement (the “Agreement”) is made on February 3, 2009 by and
between the following parties:
Transferor:
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Oriental
Intra-Asia Entertainment (China) Limited
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Address:
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Room
X0-0000 Xxxxxxxx Xxxxx, 0 Xxxx Xxxxx’xx Xxxxxx, Xxxxxxx,
Xxxxx
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Legal
Representative:
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Xxxxxxx
Xxx
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Transferee:
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China
TransInfo Technology Group Co., Ltd.
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Address:
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Floor
16, E-Wing Center, Xx. 000 Xxxxxxx Xxxx, Xxxxxxx, Xxxxxxx,
Xxxxx
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Legal
Representative:
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Xxxxxxx
Xxx
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The above
parties shall be referred to individually as a “party” and collectively as “both
parties”.
WHEREAS, Beijing PKU
Chinafront High Technology Co., Ltd. (“PKU”) is a company of limited
liability incorporated and duly existing under the law of the People's Republic
of China (“PRC”), in
which the Transferor owns 97% equity interests and the Technology Development
Department of Beijing University owns the remaining 3% equity
interests.
WHEREAS, the Transferee is a
newly formed PRC company that is 100% owned by Xxxxxxx Xxx, Chairman, CEO and
President of China TransInfo Technology Corp., a Nevada company (“CTFO”) and the beneficial
owner of approximately 49% of CTFO’s outstanding capital stock, Xxxxxxx Xxxxx,
CTFO’s Vice President of Research and Development, Xxxxxx Xxx, CTFO’s Vice
President and Xxx Xxx, a designee of SAIF Partners III L.P., the 11% shareholder
of CTFO. CTFO indirectly wholly-owns the Transferor.
WHEREAS, CTFO has determined
that it is advisable and in its best interest to restructure its subsidiaries
and enter into a series of commercial agreements with the Transferee to allow
CTFO to operate in these business segments (the “Restructuring
Agreements”).
WHEREAS, the Transferor
intends to transfer and the Transferee agrees to acquire the total 97% equity
interests in PKU held by the Transferor(“Equity
Transfer”).
WHEREAS, the execution and
delivery of this Agreement is a condition precedent to the consummation of the
transactions contemplated by the Restructuring Agreements and the Transferee
would not consummate the transactions, but for the existence of this
Agreement.
NOW,
THEREFORE, in consideration of the covenants and mutual promises contained
herein and other good and valuable consideration, the receipt and legal
sufficiency of which are hereby acknowledged and intending to be legally bound
hereby, the parties agree as follows:
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1.
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On
the effectiveness date of this Agreement, the Transferor shall transfer
the total 97% equity interests it holds in PKU to the
Transferee. Such equity shall be free and clear of all liens,
security interest, pledge, equity and any kind of claims. Any right and
obligation pertaining to such 97% equity interests shall be transferred
together to the Transferee as the
successor.
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2.
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The
Transferee shall use its best efforts to cooperate fully with the
Transferor and PKU and to cause its representatives to cooperate fully
with the Transferor and PKU to obtain necessary approvals from and
complete necessary registrations with relevant PRC governmental
authorities in connection with the Equity Transfer and will not take any
action which could frustrate or delay such
transfer.
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3.
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Both
Parties hereto expressly agree that this Agreement shall be governed by,
interpreted under and construed and enforced in accordance with the laws
of PRC. Both Parties agree any disputes arising out of or relating to this
Agreement shall be submitted to Beijing Arbitration Commission for
settlement.
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4.
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The
Agreement shall be made into four copies, each for one party, and the
other two copies shall be kept by PKU for relevant approvals from and
registration with the relevant government
authorities.
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5.
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The
Agreement shall come into force from the day when being signed by both
parties.
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[Signature Page
Follows]
IN
WITNESS WHERE OF, the parties hereto have executed this Agreement as of the date
first indicated above.
Transferor:
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Oriental
Intra-Asia Entertainment (China) Limited
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/s/
Xxxxxxx Xxx
Name:
Xxxxxxx
Xxx
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Title:
Chief Executive
Officer
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Transferee:
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China
TransInfo Technology Group Co., Ltd.
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/s/
Xxxxxxx Xxx
Name:
Xxxxxxx
Xxx
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Title:
Chief Executive
Officer
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