Agreement for Transfer of Equity Interest in Business Development Bank Limited
Exhibit 2.7
Agreement for Transfer of Equity Interest in Business Development Bank Limited
March __, 2007
This Agreement for Transfer of Equity Interest in Business Development Bank Limited (hereinafter
referred to at the “Agreement”) is executed by and between:
KASIKORNBANK Public Company Limited, with its registered office at Xx. 0, Xxx Xxxxxxxxxxxx,
Xxxxxxxxx Xxxx, Xxxxxxxxx Xxx-Xxxxxxxx, Xxxxxxxxx Xxxxxxxx, Xxxxxxx, Xxxxxxxx (hereinafter referred
to as “Transferor”);
Charoen Pokphand Group Company Limited, with its registered office at X.X. Xxxxx, Xx. 000, Xxxxx
Xxxx, Xxxxxxx, Xxxxxxx, Xxxxxxxx (hereinafter referred to as “CPG”); and
United Commercial Bank, a California state-chartered commercial bank whose principal place of
business is at 000 Xxxxxxxxxx Xxxxxx, Xxx Xxxxxxxxx, XX 00000, XXX. (hereinafter referred to as the
“Transferee”).
NOW, THEREFORE, THE TRANSFEROR, CPG AND THE TRANSFEREE HEREBY AGREE AS FOLLOWS:
| 1. | The Transferor agrees to transfer to the Transferee all of the equity interest the Transferor acquired in exchange for Transferor’s previous investment of US$4,776,000 (hereinafter referred to as the “Transferor’s Equity Interest”) in the Business Development Bank (hereinafter referred to as “BDB”), and the Transferee agrees to accept such Transferor’s Equity Interest in BDB from the Transferor at the price and under the conditions specified in this Agreement; CPG hereby agrees that the total price payable for the Transferor’s Equity Interest under this Agreement shall be paid by CPG and at the Closing (as defined below) the Transferor’s Equity Interest shall be transferred and delivered to the Transferee. The total price payable by CPG for the Transferor’s Equity Interest shall be equivalent to the higher of (i) the then existing amount and book value of the Transferor’s Equity Interest in BDB as specified in the most recent audited financial statement of BDB issued prior to the date of approval of the Concerned Authority (for avoidance of doubt, the said amount as of the date of the signing of this Agreement is US$5,197,989.56, and the said amount shall be adjusted if the book value of the Transferor’s Equity Interest in BDB is changed upon Closing according to the most recent audited financial statement of BDB) and (ii) US$4,823,760.00. | |
| 2. | The closing of the transfer (hereinafter referred to as the “Closing”) shall take place as promptly as practicable after (i) the transfer has received the approval of the China Banking Regulatory Commission and/or any other concerned authority(ies) as may be necessary and/or required (hereinafter referred to as the “Concerned Authority”), and, subject to applicable law, in any case within 270 days after the date of this Agreement, and (ii) the Transferor has received the payment of the price of the transfer of the Transferor’s Equity Interest from CPG fully and entirely. | |
| 3. | As soon as practicable, and in any case within three months, after receiving approval for the transfer from the Concerned Authority, the Transferor, CPG and the Transferee shall cause BDB to duly register the change of ownership of the |
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| Transferor’s Equity Interest with the relevant registration authority as required by applicable law of the People’s Republic of China. |
| 4. | Upon completion of the Closing, all of the rights and obligations of the Transferor under the Articles of Association of BDB and the investment contract among the existing shareholders of BDB shall be assigned to the Transferee. The Transferee shall cause BDB to amend the Articles of Association of BDB accordingly as soon as practicable, and in any case within one year, after the Closing. | |
| 5. | This Agreement shall be governed by and construed in accordance with the laws of the People’s Republic of China. | |
| 6. | This Agreement is executed in English and Chinese counterparts. The two language texts shall have equal validity and legal effect, but in the event of a conflict, the English version shall prevail. | |
| 7. | This Agreement shall not take effect until each of the Transferor, CPG and the Transferee, or their authorized representatives, have duly executed this Agreement and the Concerned Authority has duly approved this Agreement. |
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IN WITNESS WHEREOF, both parties hereto have hereunder set their hands and affixed their company
seals (if any) hereunder on the date above written.
| KASIKORNBANK PUBLIC COMPANY LIMITED (“Transferor”) | |||||
By
|
/s/ Xxxxxxx Xxxxxxxxxxxxxx | Authorized Representative | |||
| /s/ Changrak Boonchayanurak | Witness | ||||
| ( ) | |||||
| CHAROEN POKPHAND GROUP COMPANY LIMITED (“CPG”) | |||||
By
|
/s/ Umroong Sanphasitrong | Authorized Representative | |||
| Witness | |||||
| ( ) | |||||
| UNITED COMMERCIAL BANK (“Transferee”) | |||||
By
|
Authorized Representative | ||||
| Witness | |||||
| ( ) | |||||
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