EX-4.21
5
c15678exv4w21.htm
EXHIBIT 4.21
Exhibit 4.21
Put Option Agreement
among
Hu Yinan
and
APOLLO & MUSE HOLDING LIMITED
and
WANG STRATEGIC CAPITAL PARTNERS (II) LIMITED
and
HARBOR PACIFIC CAPITAL PARTNERS I, LP
29th OCTOBER 2010
Table of Contents
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| Article | | Page | |
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| | | | |
| 1 DEFINITIONS AND INTERPRETATION
| | | 3 | |
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| | | | |
| 2 PUT OPTION
| | | 5 | |
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| | | | |
| 3 ENTIRE AGREEMENT
| | | 7 | |
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| | | | |
| 4 CONFIDENTIALITY
| | | 7 | |
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| | | | |
| 5 NOTICE AND OTHER COMMUNICATION
| | | 8 | |
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| | | | |
| 6 GENERAL
| | | 9 | |
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| | | | |
| 7 APPLICABLE LAW AND JURISDICTION
| | | 10 | |
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| | | | |
| 8 ARBITRATION
| | | 10 | |
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| | | | |
| SCHEDULE 1
| | | 12 | |
1
This
Put Option Agreement (the “Agreement”) is entered into on 29th October 2010, by and
among:
| (A) | | HU Yinan (PRC I.D. number: 510103196508283411)
of  (the “Chairman of CNinsure”); and
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| (B) | | Apollo & Muse Holding Limited, a company incorporated and validly existing under the laws of
the British Virgin Islands with limited liability (under company number 1584020) and whose
registered office is situated at P.O. Box 957, Offshore Incorporations Centre, Road Town,
Tortola, British Virgin Islands (“Apollo”); and
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| (C) | | Wang Strategic Capital Partners (II) Limited, an exempted limited liability company
incorporated and validly existing under the laws of the Cayman Islands (under company number
177120) whose registered office is situated at Walkers SPV Limited, Xxxxxx House, 00 Xxxx
Xxxxxx, Xxxxxx Xxxx, Xxxxx Xxxxxx XX0-0000, the Cayman Islands (“WSCP”); and
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| (D) | | Harbor Pacific Capital Partners I, LP, an exempted limited partnership registered in and
validly existing under the laws of the Cayman Islands (under registration number QH-37645)
whose registered office is situated at c/o Mourant Cayman Corporate Services Ltd, Harbour
Center, 42 North Church Street, X.X. Xxx 0000, Xxxxxx Xxxx, Xxxxx Xxxxxx XX0-0000, Cayman
Islands (“HPC”),
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collectively “the Parties” and each a “Party” .
Whereas
| (1) | | InsCom Holding Limited (the “Company”), InsCom HK Limited, InsCom Group Limited, Apollo,
Clever Star Holdings Limited (“CSH”) and CISG Holdings Ltd (“CISG”) have entered into a
subscription and share purchase and shareholders agreement dated 29 July 2010 (the
“1st Agreement”) pursuant to which CISG shall procure the injection of certain
assets of CNinsure Inc. (“CNinsure”) to facilitate the Restructuring of
 (“INS”) and  (“New INS”) immediately upon
closing of the subscription and share purchase and to regulate their relationship as
shareholders of the Company.
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| (2) | | The Company, InsCom HK Limited, InsCom Group Limited, Apollo, CSH, WSCP and HPC have entered
into a subscription and share purchase agreement on
_____
October, 2010 (the “2nd
Agreement”) and a deed of adherence dated
_____
October, 2010 (“Deed of Adherence”) pursuant to
which, among other things, each of WSCP and HPC covenants with the Company that they shall
perform, assume, comply with and be bound by the terms, covenants, obligations and provisions
in the “1st Agreement to regulate their relationship as shareholders of the
Company. Specifically, WSCP and HPC will have the same rights and obligations as CSH under
Sections 8.2, 8.3, Articles IX and X of the 1st Agreement.
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| (3) | | Subject to the condition that the 1st Under the condition that the 1st
_____,Agreement
is closed in accordance with the terms and conditions contained therein, Apollo, WSCP and HPC
(collectively, the “Grantees”) have the right to request Chairman of CNinsure to grant an
option to each of the Grantees to require Chairman of CNinsure to buy all of the shares held
by the Grantees in the Company, and Chairman of CNinsure agrees to grant each of the Grantees
an option to sell to the Chairman of CNinsure all of the shares held by the Grantees in the
Company, pursuant to the terms of this Agreement.
|
2
| (4) | | On or about the same date of this Agreement, Xx. Xxxx Xxxx ( ) entered into an agreement
with WSCP and HPC undertaking to pay the difference in value between (i) the consideration
WSCP and HPC are entitled to receive if the Put Option herein is exercised and (ii) the value
of the Option Shares assuming value of the Company is 10 times the price to earnings, in the
event the Put Option is exercisable under this Agreement. Xx. Xxxx Xxxx also undertakes in
such agreement to procure Apollo to mortgage all of its Shares in the Company in favor of WSCP
and HPC to secure Xx. Xxxx Xxxx’x payment of such difference in value and performance of other
obligations as stated in that agreement. On or about the same date of this Agreement, Apollo
entered into a share mortgage in favor of WSCP and HPC mortgaging all of its Shares in the
Company in favor of WSCP and HPC (the “Share Mortgage”).
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IT IS HEREBY AGREED AS FOLLOWS:-
| 1 | | DEFINITIONS AND INTERPRETATION
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| 1.1 | | In this Agreement, unless otherwise expressed or required by context:
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“Affiliate” means in relation to any Person (for such purposes, the “First Person”),
means any other Person who, directly or indirectly, (i) is Controlled by such First Person,
(ii) Controls such First Person, or (iii) is under common Control with such First Person, and
“Affiliates” shall be construed accordingly;
“CNinsure” means CNinsure Inc, a company incorporated in the Cayman Islands, whose shares are
listed on the NASDAQ under the symbol CISG.
“Company” means InsCom Holding Limited, a limited liability company established under
the laws of the British Virgin Islands;
“Completion” shall mean completion of the sale and purchase of the Option Shares;
“Completion of Restructuring” shall mean the completion of the Restructuring of
(“INS”) and
(“New INS”) pursuant to the
terms of the Restructuring Documents;
“Consideration” shall have the meaning ascribed to it in Clause 2.6;
“Control” means the power of a Person to secure that the affairs of another are conducted
directly or indirectly in accordance with the wishes of that Person whether by means of: in
the case of a company, being the beneficial owner of more than 50 percent of the issued share
capital or of the voting rights in that company, or having the right to appoint or remove a
majority of the directors or otherwise control the votes at board meetings of that company by
virtue of any powers conferred by the articles of association, shareholders’ agreement or any
other document regulating the affairs of that company; in the case of a partnership, being
the beneficial owner of more than 50 percent of the capital of that partnership, or having
the right to control the composition of or the votes to the majority of the management of
that partnership by virtue of any powers conferred by the partnership agreement or any other
document regulating the affairs of that partnership; and “Controls” and “Controlled” shall be
construed accordingly;
“Eligible Exchange” means the Main Board of The Stock Exchange of
Hong Kong Limited or any
other internationally recognised investment exchange of the same or higher international
standing as may be approved by the Investors;
“Existing Shareholders” means Apollo, WSCP and HPC, and “Existing Shareholder” shall mean any
one of them;
3
“HK$” means the lawful currency of
Hong Kong;
“
Hong Kong” means
Hong Kong Special Administrative Region of China;
“Net Profit” means the total earnings after income taxes, depreciation, amortization,
interest and other expenses as determined by the Company in accordance with US GAAP.
“Option Exercise Period” shall have the meaning ascribed to it in Clause 2.2;
“Option Price” shall have the meaning ascribed to it in Clause 2.8;
“Option Shares” shall have the meaning ascribed to it in Clause 2.1;
“Performance Benchmark” means the net profit benchmark as set out in Article VI of the
1st Agreement, that is RMB 170,200,000;
“Person” means an individual, a partnership, a corporation, a limited liability company, an
association, a joint stock company, a trust, a joint venture, an unincorporated association
or organisation or a governmental entity (or any department, agency, or political subdivision
thereof);
“Put Option” shall have the meaning ascribed to it in Clause 2.1;
“Put Option Notice” shall have the meaning ascribed to it in Clause 2.4;
“Qualified IPO” means an initial public offering and listing of and permission to deal in the
Shares on the Eligible Exchange, in respect of which the market capitalization (that is, the
number of issued shares multiplied by the current share price) shall not be less than
US[$200,000,000];
“Restructuring” means the injection of certain assets and Affiliates of CNinsure into INS and
New INS and their Affiliates;
“Restructuring Documents” means the set of definitive and legally binding agreements to be
entered into among the relevant parties setting out the terms and conditions of the
Restructuring;
“RMB” means Renminbi, the lawful currency of the People’s Republic of China;
“Shares” means the ordinary share of par value US$1.00 each in the share capital of the
Company or any of its holding company;
“Share Mortgage” shall have the meaning ascribed to it in Recital (4);
“USD” or “US$” means United States Dollars, the lawful currency of the United States of
America; and
“US GAAP” means generally accepted accounting principles in the United States of
America.
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| 1.2 | | The headings to the clauses of this Agreement are for ease of reference only and shall not
affect the interpretation of this Agreement.
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| 1.3 | | References herein to “Clauses” and “Schedules” are references to clauses and schedules of or
to this Agreement.
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| 1.4 | | In this Agreement the singular includes the plural and vice versa, words importing gender or
the neuter include both genders and the neuter and references to persons include bodies
corporate or unincorporate.
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| 1.5 | | Unless the contrary intention appears, a reference in this Agreement to any amount that is to
be converted from RMB to USD shall be converted by reference to the middle rate for the
conversion of RMB to USD as published on the website of the People’s Bank of China one day
prior to the day upon which such conversion is to be made.
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| 2.1 | | If a Qualified IPO has not occurred on or prior to the third anniversary date of the date of
Closing (as defined under the 1st Agreement) pursuant to the 1st
Agreement, each of the Existing Shareholders shall, subject to Clause 2.2 below, have the
right (but not the obligation) and the option to put (the “Put Option”) to Chairman of
CNinsure and require Chairman of CNinsure to purchase or to cause any of his Affiliates or to
procure any third party to purchase from that Existing Shareholder all of the Shares (“Option
Shares”) held by that Existing Shareholder at a purchase price per Share equal to the Option
Price pursuant to the provisions of this Agreement. Notwithstanding anything contained herein,
Chairman of CNinsure’s maximum aggregate liability in respect of the Consideration under the
Put Option to purchase all of the Shares held by Apollo, WSCP and HPC is RMB155,760,000. In
consideration of the grant of the Put Option, each of the Existing Shareholders shall pay to
Chairman of CNinsure, on exchange of this Agreement, HK$1.00, receipt of which is
acknowledged.
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| 2.2 | | Each of the Existing Shareholders shall have the right to exercise the Put Option at any time
between the period commencing on the third anniversary date and expiring on the fifth
anniversary date, of the date of Closing (as defined under the 1st Agreement)
pursuant to the 1st Agreement (“Option Exercise Period”), provided that Apollo may
only exercise its right to the Put Option if and only if both WSCP and HPC have exercised
their right to the Put Option and that each of WSCP and HPC has received the full amount of
the Consideration as defined in Clause 2.6 below.
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| 2.3 | | Notwithstanding anything contained herein, WSCP and HPC may only exercise their respective
right to the Put Option by jointly issuing the Put Option Notice (as defined below).
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| 2.4 | | To exercise the Put Option, the Existing Shareholder must execute and deliver a written
notice to Chairman of CNinsure, the form of which is set out in Schedule 1 (“Put Option
Notice”). The Put Option may be exercised at any time during the Option Exercise Period, and
if not exercised, the Put Option will expire automatically at the end of the Option Exercise
Period.
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| 2.5 | | In the event that any Existing Shareholder shall deliver a Put Option Notice to Chairman of
CNinsure in accordance with Clause 2.4, then the same shall amount to a binding agreement for
that Existing Shareholder to sell the Shares as registered and beneficial owner and for
Chairman of CNinsure to purchase, to cause his Affiliates to purchase or to procure a third
party to purchase all of the Shares of that Existing Shareholder at the Option Price
determined in accordance with Clause 2.8 below, on and with effect from Completion, free from
all charges, liens, equities, encumbrances, claims or restrictions whatsoever and together
with all rights attaching or accruing to the Option Shares and all dividends and distributions
declared, made or paid on the Option Shares on or after Completion.
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| 2.6 | | The consideration payable to each of the Existing Shareholder who has exercised the Put
Option shall equal the Option Price multiplied by the then number of Shares held by that
Existing Shareholder (“Consideration”). The Consideration payable by Chairman of CNinsure for
the purchase of the Shares held by the Existing Shareholder who has delivered a Put Option
Notice shall be paid, at the option of that Existing Shareholder in full in US$ in cash or
other ways as agreed by the Parties. The maximum Consideration payable by Chairman of
CNinsure for the purchase of the Shares held by WSCP and HPC, on one hand, and Apollo, on the
other hand, shall be RMB41,300,000 and RMB114,460,000, respectively. The Consideration payable
by Chairman of CNinsure for the purchase of the Shares held by Apollo shall only be made upon
fulfillment of not less than 70% of the Performance Benchmark for the year 2013 by the
Company. Each party to this Agreement shall bear its own costs, charges and expenses incurred
in the preparation and Completion of this Agreement and the stamp duty payable on the transfer
of the Option Shares.
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| 2.7 | | The Parties agree to complete the transactions contemplated by the Put Option within 30 days
from the date of the Put Option Notice and whereupon :
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| | (a) | | Chairman of CNinsure, his Affiliates and/or the third party purchaser (whichever
the case maybe) shall deliver to the relevant Existing Shareholder a bank draft(s) or
cash in the amount of the Consideration payable to that Existing Shareholder and/or
other forms of payment as may be agreed by the Parties;
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| | (b) | | the relevant Existing Shareholder shall deliver a certified copy of the
resolution(s) of the board of directors of that Existing Shareholder approving and
authorizing the sale of the Shares held by that Existing Shareholder;
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| | (c) | | if applicable, Chairman of CNinsure’s Affiliates and/or the third party purchaser
(whichever the case maybe) shall deliver a certified copy of the resolution(s) of the
board of directors of Chairman of CNinsure’s Affiliates and/or the third party purchaser
(whichever the case maybe) approving and authorizing the purchase of the Shares held by
the relevant Existing Shareholder; and
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| | (d) | | instrument(s) of transfer duly executed by all relevant parties.
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| 2.8 | | For the purpose of this Clause 2, “Option Price” means, a price that is equivalent to the
original purchase and/or issuance price of such Share plus an interest over such amount
calculated at the rate of 6 percent per annum calculated on a simple interest basis for the
period from the acquisition of such Share by the Existing Shareholder to the date of payment
of the Consideration.
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| 2.9 | | Any of the rights, powers, discretions and consents of WSCP and HPC under this Agreement may
be exercised either by its general partner or by the management company authorised from time
to time to act on its behalf or by some other Person or Persons nominated by WSCP or HPC,
whichever the case maybe, for the time being and such manager or such Person or Persons may
enforce such rights directly as if it were a Party to this Agreement.
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| 2.10 | | Chairman of CNinsure acknowledges that Apollo has on or about the date of this Agreement
entered into a Share Mortgage mortgaging or charging all of its Shares in the Company in favor
of WSCP and HPC. In the event that WSCP and HPC exercise their rights under the Share
Mortgage to enforce against the Shares held by Apollo in the Company, Apollo hereby
irrevocably appoints the WSCP and HPC and the persons deriving title under them (including,
but without any limitation, any receiver) jointly and also severally (with full power of
substitution and delegation) to be its attorney-in-fact (i) so as to enable WSCP and HPC to
carry out in the name of Apollo all rights and discretions to which Apollo are entitled under
this Agreement (including the execution and delivery of any documents and notices that are
required under this Agreement to be given and to date, deliver,
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6
give full effect to or
otherwise complete documents and notices (which are
required under this Agreement to be
given) which Apollo has executed but
undated); and (ii) generally for it and
in its name and on its behalf do all acts
and things which may be required for the
full exercise of all or any of the
rights, powers and discretions conferred
or which may be deemed to conferred upon
Apollo under this Agreement. The power
hereby conferred in this Clause 2.10
shall be a general power of attorney and
Apollo hereby ratifies and confirms and
agrees to ratify and confirm any
instrument, act or thing which any
attorney appointed pursuant to this
Clause may execute or do. In relation to
the power referred to herein, the
exercise by WSCP and HPC of such power
shall be conclusive evidence of its right
to exercise the same. Chairman of
CNinsure acknowledges and agrees to the
granting of the power by Apollo to WSCP
and HPC pursuant to this Clause and the
delivery of a Put Option Notice on behalf
of Apollo by WSCP and HPC shall be
conclusive evidence that WSCP’s and HPC’s
power of enforcement has become
exercisable in the manner provided in the
Share Charge.
This Agreement constitutes the entire agreement and understanding between the Parties in
connection with the subject-matter of this Agreement and supersedes all previous proposals,
representations, warranties, memoranda, understanding, letter of intent, agreements or
undertakings relating thereto whether oral, written or otherwise and none of the Parties has
relied on any such proposals, representations, warranties, memoranda, understanding, letter
of intent, agreements or undertakings.
| 4.1 | | Subject to Clauses 4.2, each of the Parties shall treat as strictly confidential and not
disclose, use or release to any person any information received or obtained as a result of
entering into this Agreement (or any agreement entered into pursuant to this Agreement) before
or after Completion which relates to:
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| | (a) | | the existence and the provisions of this Agreement; or
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| |
| | (b) | | the negotiations relating to this Agreement.
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| 4.2 | | Clause 4.1 shall not prohibit disclosure or use of any information if and to the extent:
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| | (a) | | the disclosure or use is required by law, any regulatory body or any recognised
stock exchange;
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| | (b) | | the disclosure or use is required to vest the full benefit of this Agreement in
any of the Parties;
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| | (c) | | the disclosure or use is required for the purpose of any judicial proceedings
arising out of this Agreement or any other agreement entered into under or pursuant to
this Agreement or the disclosure is made to a tax authority in connection with
tax-related affairs of the disclosing party;
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| | (d) | | the disclosure is made to professional advisers or actual or potential financiers
of any Party on terms that such professional advisers or financiers undertake to comply
with the provisions of Clause 4.1 in respect of such information as if they were a Party
to this Agreement;
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| | (e) | | the information is or becomes publicly available (other than by breach of this
Agreement); or
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| | (f) | | the other Parties have given prior written approval (not to be delayed or
withheld unreasonably) to the disclosure or use, provided that prior to disclosure or
use of any information pursuant to Clause 4.2(a), 4.2(b) or 4.2(c) except in the case of
disclosure to a tax authority, the Party concerned shall promptly notify the other
Parties of such requirement with a view to providing other Parties with the opportunity
to contest such disclosure or use or otherwise to agree the timing and content of such
disclosure or use.
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| 5 | | NOTICE AND OTHER COMMUNICATION
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| 5.1 | | Any notice or other communication to be given under this Agreement shall be in writing and
may be given by hand, by post, facsimile or electronic mail to the following address/number of
the Party to be served or to such other address/number as shall be notified by such Party to
the other in writing :-
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| | | |
| HU Yinan
| | |
|
| | |
| Address
| |  |
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| | |
| Facsimile No. :
| | [020-61262893] |
|
| | |
| Email Address :
| | xxxx@xxxxxxxx.xxx |
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| | |
| Apollo
| | |
|
| | |
| Address :
| |  |
|
| | |
| Attention :
| | Xx. Xxxx Xxxx ( ) |
|
| | |
| Facsimile No. :
| | 0755-83521432 |
|
| | |
| Email Address :
| | xxxxxxxxx@xxxxxxx.xxx.xx |
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| | |
| WSCP
| | |
|
| | |
| Address :
| | 00/X, Xxxxx United Center, 00 Xxxxxx Xxxx, Xxxxx Xxxxx, Xxxx Xxxx |
|
| | |
| Attention :
| | Mr. Sing Wang and Xx. Xx Xxx Xxxx |
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| | |
| Facsimile No. :
| | (000)00000000 |
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| | |
| Email Address :
| | xxxxxxxxx@xxxxxxxxxx.xxx.xx |
|
| | xxxx@xxxxxxxxxx.xxx.xx |
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| | | |
| HPC
| | |
|
| | |
| Address :
| | 000 Xxxxxxxxxx Xxxxxx, Xxxxx 000, |
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| | Xxxx Xxxx, Xxxxxxxxxx 00000, XXX. |
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| | |
| Attention :
| | Xx. Xxxxxx Xxxx and Xx. Xxxx Xx |
|
| | |
| Facsimile No. :
| | x0-000-000-0000 |
|
| | |
| Email Address :
| | xxxxxx@xxxxxxxxx.xxx |
|
| | xxxx@xxxxxxxxx.xxx |
| 5.2 | | Any such notice or communication shall be sent to the Party to whom it is addressed and must
contain sufficient reference and/or particulars to render it readily identifiable with the
subject-matter of this Agreement. If so given by hand, facsimile or electronic mail, such
notice or communication shall be deemed received on the date of dispatch provided (where
appropriate) the relevant answerback or remote terminal identification is received and if so
sent by post shall be deemed received 2 Business Days after the date of dispatch or, if sent
to an address outside of Hong Kong and sent by first class air-mail, shall be deemed received
7 Business Days after the date of dispatch.
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| 6.1 | | No waiver of any provision of this Agreement shall be effective unless set forth in a written
instrument signed by the Party waiving such provision. No failure or delay by a Party in
exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of the same preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. Without limiting the
foregoing, no waiver by a Party of any breach by any other Party of any provision hereof shall
be deemed to be a waiver of any subsequent breach of that or any other provision hereof. The
rights and remedies herein provided shall be cumulative and not exclusive of any rights or
remedies provided by law.
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| 6.2 | | The waiver, express or implied, by any Party of any right under this Agreement or any failure
to perform or breach by another Party shall not constitute or be deemed a waiver of any other
right under this Agreement.
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| 6.3 | | No amendment, change or addition hereto shall be effective or binding on any Party unless
reduced to writing and executed by all the Parties for the time being.
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| 6.4 | | No Party to this Agreement may assign or transfer any of its rights or delegate any of its
obligations under this Agreement without the express prior written consent of the other
Parties. Any purported transfer in contravention of this Clause 6.4 shall be null and void ab
initio.
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| 6.5 | | This Agreement may be executed in several counterparts (whether original or facsimile
counterparts) and, upon due execution of all such counterparts by one or more Parties, each
counterpart shall be deemed to be an original hereof, and all such counterparts shall together
constitute one and the same instrument.
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| 6.6 | | If any provision of this Agreement is or at any time becomes invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the remaining
provisions of this Agreement shall not be affected or impaired thereby.
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| 6.7 | | This Agreement shall inure to the benefit of and be binding upon the Parties and their
respective successors and permitted assigns. No party shall take any steps to assign,
transfer, charge or otherwise deal with all or any of its rights and/or obligations under or
pursuant to this Agreement without the prior written consent of the other parties. In the
absence of the prior written consent of the parties, this Agreement shall not be capable of
assignment.
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| 6.8 | | Each Party shall give such further assurance, provide such further information, take such
further actions and execute and deliver such further documents and instruments as are, in each
case, within its power to give, provide and take so as to give full effect to the provisions
of this Agreement.
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| 7 | | APPLICABLE LAW AND JURISDICTION
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| 7.1 | | This Agreement is governed by and is to be construed in accordance with the laws of Hong
Kong.
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| 7.2 | | Each of the Parties irrevocably submits to the non-exclusive jurisdiction of the courts of
the arbitration seat to support and assist the arbitration process pursuant to Clause 8,
including if necessary the grant of interlocutory relief pending the outcome of that process.
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| 8.1 | | The Parties shall use their reasonable endeavours to settle any dispute, controversy or claim
in connection with this Agreement through friendly consultations.
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| 8.2 | | The Parties irrevocably agree that any dispute arising out of or in connection with this
Agreement shall be finally resolved by arbitration pursuant to UNCITRAL arbitration rules as
in force at the date of this Agreement and as amended by this Clause 8. Any Party (“Plaintiff
Party”) may refer any such dispute to arbitration to be conducted in accordance with this
Clause 8 if such dispute fails to be resolved pursuant to Clause 8.1 within 10 Business Days
after a notice of dispute has been served in writing by a Party on the relevant Party or
Parties (“Defendant Party”).
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| 8.3 | | Any arbitration commenced pursuant to Clause 8 shall have its seat in Hong Kong to be held in
Hong Kong International Arbitration Centre conducted in English by a tribunal consisting of
three arbitrators to be appointed in accordance with Clause 8.4 and be administered by the
Hong Kong International Arbitration Centre.
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| 8.4 | | Unless the Parties agree otherwise:
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| | (a) | | the Plaintiff Party shall appoint one arbitrator; and the Defendant Party shall
appoint one arbitrator;
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| | (b) | | the third arbitrator, who shall act as chairman of the tribunal, shall be chosen
by the two arbitrators appointed by or on behalf of the Plaintiff Party and the
Defendant Party. If he is not chosen by the two arbitrators within 10 Business Days of
the date of appointment of the later of the two party-appointed arbitrators to be
appointed, he shall be appointed by the Hong Kong International Arbitration Centre; and
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| | (c) | | arbitral proceedings shall be conducted in English.
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| | (d) | | Any arbitral award shall be final and binding upon the Parties and shall be
enforceable in any court of competent jurisdiction in accordance with its terms.
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EXECUTION PAGE
IN WITNESS whereof the Parties hereto have executed this Agreement as a deed on the date
and year first above written.
| | | | | | | | | |
| SIGNED, SEALED and DELIVERED
| | | ) | | | | | |
| by Xxxxx Xx
| | | ) | | | /s/ Xxxxx Xx |
| in the presence of
| | | ) | | | [Seal is affixed |
|
| | | | | | | | |
| /s/ Zhu Jiusheng
| | | | | | | | |
|
| | | | | | | | |
| SEALED with the COMMON SEAL of
| | | ) | | | | | |
| Apollo & Muse Holding Limited
| | | | | | | | |
| and signed by
| | | ) | | | /s/ Tian Yuan |
| Xxxx Xxxx
| | | ) | | | [Common Seal is affixed] |
| in the presence of
| | | ) | | | | | |
|
| | | | | | | | |
| /s/ Xiao Fei
| | | | | | | | |
|
| | | | | | | | |
| SEALED with the COMMON SEAL of
| | | ) | | | | | |
| Wang Strategic Capital Partners (II)
| | | ) | | | | | |
| Limited
| | | ) | | | | | |
| and signed by
| | | ) | | | /s/ Sing Wang |
| Sing Wang
| | | ) | | | | | |
| in the presence of
| | | ) | | | | | |
|
| | | | | | | | |
| /s/ Xxxxxxx
| | | | | | | | |
|
| | | | | | | | |
| SEALED with the COMMON SEAL of
| | | ) | | | | | |
| Harbor Pacific Capital LLC
| | | ) | | | | | |
| as general partner of
| | | ) | | | | | |
| Harbor Pacific Capital Partners I, LP
| | | ) | | | | | |
| and signed by
| | | ) | | | /s/ Xxxxxx Xxxx |
| Xxxxxx Xxxx
| | | ) | | | | | |
| in the presence of
| | | ) | | | | | |
|
| | | | | | | | |
| /s/ Bonwoong Koo
| | | | | | | | |
11
SCHEDULE 1
Put Option Notice
To : HU Yinan (PRC I.D. number: 510103196508283411)
Take notice that [insert full name of the Existing Shareholder that is exercising the Put Option],
pursuant to its rights under a
put option agreement dated [insert date of the
Put Option Agreement]
and made among us and [insert full name of the other Existing Shareholders], hereby exercises the
Put Option contained in that agreement.
The Consideration shall be satisfied by payment in full in US$ in cash, or other forms of payment
as may be agreed between us, on closing.
Dated : [insert date]
(In the case where Wang Strategic Capital Partners (II) Ltd and Harbor Pacific Capital
Partners I,LP exercise their Put Option):
| | | |
| Signed for and on behalf of
| | Signed for and on behalf of |
|
| | |
| Wang Strategic Capital Partners (II) Limited
| | Harbor Pacific Capital LLC, as
general partner of Harbor Pacific
Capital Partners I,LP |
|
| | |
|
| | |
|
| | |
| Authorised Signatory
| | Authorised Signatory |
|
| | |
| (In the case where Apollo & Muse Holding Limited exercise the Put Option): |
|
| | |
| Signed for and on behalf of
| | |
|
| | |
| Apollo & Muse Holding Limited
| | |
|
| | |
|
| | |
|
| | |
| Authorised Signatory
| | |
12
