Exhibit 4.17
[Translated from the Chinese original]
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DOMAIN NAME TRANSFER
AGREEMENT
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BETWEEN
CHINA FINANCE ONLINE CO., LTD.
AND
CHINA FINANCE ONLINE (BEIJING) CO., LTD.
AND
BEIJING FUHUA INNOVATION TECHNOLOGY
DEVELOPMENT CO., LTD.
This Domain Name Transfer Agreement is entered into as of October 30, 2006
by and between the following parties in Beijing, China.
PARTY A (TRANSFEREE): BEIJING FUHUA INNOVATION TECHNOLOGY DEVELOPMENT CO., LTD.
Address: Xxxx 000, 0/X, Xxxx'xx Xxxxxxx, Financial Street, Xicheng District,
Beijing
Legal Representative: Xxxx Xx
PARTY B (TRANSFEROR): CHINA FINANCE ONLINE (BEIJING) CO., LTD.
Address: 9/F, Tower C, Corporate Square, Xx. 00 Xxxxxxxxx Xxxxxx, Xxxxxxx
Xxxxxxxx, Xxxxxxx
Legal Representative: Xxxx Xxxxxx
PARTY C (TRANSFEROR): CHINA FINANCE ONLINE CO. LIMITED
Address: 8/F, Unit C, East Wing Sincere Insurance Xxxxxxxx 0-0, Xxxxxxxx Xxxx,
Xxxx Xxxx, XXX
Authorized Representative: Xxxx Xxxxxx
Each above-mentioned Party is refered to hereunder as " Party", or collectively
referred to as "Parties".
WHEREAS:
1. Party A is a company legally incorporated and validly existing within the
territory of People's Republic of China, specializing in providing Internet
information services in China (the "Operation"), and operating the website of
"Financial World";
2. Party B is a wholly foreign-owned enterprise invested and incorporated by
Party C and validly existing within the territory of People's Republic of China.
Party C is a limited liability company duly organized and validly existing under
the laws of Hong Kong Special Administration Region of the People's Republic of
China;
3. The Internet Domain Name: [xxx.xxx.xxx.xx] used by the website of "Financial
World" operated by Party A, is registered by Party B, and Party B owns the
ownership of this Domain Name. Now Party B agrees to fully transfer to Party A,
and Party A agrees to be fully transferred this Domain Name owned by Party B;
4. The Internet Domain Name: [xxx.xxx.xxx] used by the website of "Financial
World" operated by Party A, is registered by Party C, and Party C owns the
ownership of this Domain Name. Party B is the authorized manager of this Domain
Name. Now Party C agrees to fully transfer to Party A, and Party A agrees to be
fully transferred this Domain Name owned by Party C;
NOW THEREFORE, through mutual consultation, as to the full transfer of the
aforesaid Domain Names, the parties agrees as follows:
1. SUBJECT MATTER OF THE TRANSFER
The Transferors transfer to the Transferee their legally owned Domain Names of
xxx.xxx.xxx, and xxx.xxx.xxx.xx (the "Domain Names")
2. REGISTRATION OF THE DOMAIN NAMES
The Transferors are obliged to assist Party A in contacting relevant
organizations to deal with issues in connection with the Transfer of the Domain
Names. The annual registration fees of the Domain Names after the Transfer shall
be borne by Party A, and expenses incurring from the transfer registration
procedures shall be borne by Party A;
3. WARRANTIES OF PARTY C AND PARTY B
(1) Party C and Party B warrant that they are the registered owners of the
aforesaid Domain Names, and warrant the Domain Names transferred herein are
valid domain names, and no any third party has the ownership of such Domain
Names;
(2) Party C and Party B own all necessary rights, capacities and authorization
to enter into this Agreement and perform all obligations and liabilities
hereunder;
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(3) To enter into this Agreement, the board of Party C has obtained approval of
auditing committee or other independent body required by Xxxxxxxx-Xxxxx Act and
NASDAQ rules.
4. CONSIDERATION OF TRANSFER
The Transfer Fee for the Transfer of rights of the Domain Name :
xxx.xxx.xxx.xx shall be XXX 0 yuan, which shall be paid in cash by Party A to
Party B within five days after the effectiveness of this Agreement.
The Transfer Fee for the Transfer of the Domain Name: xxx.xxx.xxx shall be
USD 70,000, which shall be paid by Party A to Party C in the way of transfer
payment, within five days after the effectiveness of this Agreement.
5. NO TRANSFER
After the effectiveness of this Agreement, without the consent of Party B
and Party C, Party A shall not transfer the aforesaid Domain Names, nor enter
into any agreement of the same kind with any third party.
6. BUY BACK
Party B and Party C are entitled to exercise the right to buy back in
accordance with applicable laws. To exercise the right of repurchase, Party B
and Party C shall issue a written notice to Party A (the "Notice of
repurchase"). The content of the Notice of repurchase is as follows:
(a) Party B and Party C decide to exercise the right of repurchase;
(b) The domain name Party B and Party C intended to be repurchased from
Party A ("Repurchase Domain Name");
(c) Date of repurchase.
Unless the domain name shall be evaluated as required by applicable laws,
the price of the Repurchased Domain Name shall be the lowest price as permitted
by China laws.
7. INDEMNIFICATION
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If any Party herein fails to conform to the relevant obligations hereunder
and causes losses to other Parties herein, such defaulting Party shall provide
full and effective indemnification to other Parties; if such default leads to
the failure of cooperation, other Parties have the right to terminate this
Agreement. The losses suffered by the defaulting Party shall be borne by itself.
8. FORCE MAJEURE AND CIRCUMSTANCES CHANGE
At any time prior to the completion of the Transfer, in the event of any
major changes in politics, economics, finance, laws, and other aspects, and such
major changes have made or may make material adverse effect on the Transfer, the
Parties may decide to hold off or terminate this Agreement. No Party will bear
any liability of breaching this Agreement.
9. LIABILITY OF TERMINATION
(1) In the event of following circumstances, each Party is entitled to issue
written notice to other parties herein to terminate its obligations
hereunder:
a. one Party violates or fails to perform the obligations hereunder in
accordance with this Agreement;
b. one party makes false or misleading acknowledgements, warranties and
undertakings in this Agreement, leading to the failure to be
fulfilled.
(2) If this Agreement is terminated in accordance with Item (1) of this Article
9 or Article 7 herein, the liabilities of relevant Parties hereunder are
terminated accordingly. However, such termination will not affect any right
or claim which has been formed, nor will affect the liabilities required to
be borne in accordance with the acknowledgements, warranties, undertakings
and indemnifications made in this Agreement.
10. DISPUTE RESOLUTION
(1) Any dispute, issue or demand arising from this Agreement, or its
interpretation, violation, cancellation or effectiveness or in connection
herewith, shall be settled first through mutual friendly consultation; such
consultation shall began immediately after one Party has delivered to other
Parties a written request for such consultation. If the dispute cannot be
settled through
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consultation within thirty days after such notice is given, any disputing
Party may request and notify other Parties to submit the dispute for
arbitration.
(2) The dispute shall be submitted to China International Economic and Trade
Arbitration Committee to be arbitrated in Beijing in accordance with the
arbitration rules then in force.
(3) The arbitral award shall be final, and binding upon the Parties. Unless
otherwise specified in the arbitral award, the arbitration fees shall be
borne by the losing Party.
11. MODIFICATION
The Parties shall exercise strictly this Agreement upon the effectiveness
of this Agreement. Any modification to this Agreement shall become effective
only after a written agreement through mutual consultations of the Parties, and
after the Parties have obtained necessary authorization and approvals
respectively.
12. EFFECTIVENESS OF THIS AGREEMENT
This Agreement will become effective upon the execution by the legal
representatives or authorized representative of the Parties, and supersede all
prior relevant agreements and documents signed by the Parties. The term of this
Agreement shall be five (5) years. Unless Party B and Party C gives a notice
thirty days in advance to Party A stating this Agreement will not renew, this
Agreement will automatically renew for one year upon the expiry of the valid
term, and the same rule applies for terms thereafter.
13. COUNTERPARTS
This Agreement executes in three counterparts; each Party of Party A, Party
B and Party C shall hold one counterpart, and each counterpart has same legal
force.
(The remainder of this page is intentionally left blank)
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(Signature Page, No Body Text)
PARTY A:(TRANSFEREE): BEIJING FUHUA
INNOVATION TECHNOLOGY DEVELOPMENT CO.,
LTD.
/s/ Company seal
----------------------------------------
Authorized Representative:
PARTY B (TRANSFEROR): CHINA FINANCE
ONLINE (BEIJING) CO., LTD.
/s/ Company seal
----------------------------------------
Authorized Representative:
PARTY C (TRANSFEROR): CHINA FINANCE
ONLINE CO. LIMITED
/s/ Company seal
----------------------------------------
Authorized Representative:
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