Stock Consignment Agreement
This
Stock Consignment Agreement (Hereinafter called the “Agreement”) is entered into
on ________________, 200___ between the following Parties:
(1) ____________________________________
(Hereinafter called “Party A”); and
(2) Gifted
Time Holdings Limited (Hereinafter called “Party B”).
WHEREAS:
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(1)
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Party
A and ______________________ have entered into a Shares Consignment
Agreement (Hereinafter called “Consignment Agreement”), pursuant to which
________________ consigns ______________ shares, representing
_______% of the total shares, that he holds, of Beijing Hollysys
Co., Ltd,
to Party A; and
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(2)
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Party
A and Party B agree that under the terms of this Agreement, Party
A
transfers the rights he enjoys under the Consignment Agreement to
Party
B.
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Therefore,
Party A and Party B enter into this Agreement based on the following
terms:
1. ASSIGNMENT
| 1.1 |
Party
A agrees that under the terms of this Agreement, Party A transfers
any and
all the rights he enjoys under the Consignment Agreement (Hereinafter
called “‘Shares Consignment Rights”) to Party B, which is set out in the
terms of the Consignment Agreement in Appendix
1.
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| 1.2 |
Party
B agrees that under the terms of this Agreement, Party B accepts
the
Shares Consignment Rights that Party A enjoys under the Consignment
Agreement.
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2. CONSIDERATION
| 2.1 |
Both
Parties agree that Party B shall pay for the aforesaid Shares Consignment
Rights by issuance of common stock to Party
A.
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| 2.2 |
Both
Parties agree that Party B shall, on the effective date of this Agreement,
issue __________ shares of common stock, representing ________% of
the outstanding total capital
stock.
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3. BOTH
PARTIES’ WARRANTIES, REPRESENTATION AND UNDERTAKING
| 3.1 |
Party
A’s warranties, representations and
undertakings.
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| 3.1.1 |
Party
A has the authorization to sign this Agreement, and to perform the
terms
and provisions under this
Agreement.
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1
| 3.1.2 |
Party
A warrants that it has not signed any contracts or agreements conflicting
with this Agreement, and will not assign the rights and obligation
to any
third party under this Agreement.
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| 3.1.3 |
For
the purpose of complete implementation of this Agreement, Party A
undertakes that it shall take all necessary further actions, acts
and make
and execute all documents to perform all the terms in this
Agreement.
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| 3.2 |
Party
B’s warrants, representations and
undertakings:
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| 3.2.1 |
Party
B has the authorization to sign this Agreement, and to perform the
terms
and provisions under this
Agreement.
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| 3.2.2 |
Party
B warrants that it has not signed any contracts or agreements conflicting
with this Agreement, and will not assign the rights and obligation
to any
third party under this Agreement.
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| 3.2.3 |
For
the purpose of complete implementation of this Agreement, Party B
undertakes that it shall take all necessary further actions, acts
and make
and execute all documents to perform all the terms in this
Agreement.
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4. FORCE
MAJEURE
| 4.1 |
Neither
Party shall be liable to the other for any delay or failure to perform
its
obligation under this Agreement, if such failure or delay is due
to force
majeure.
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5. DEFAULT
| 5.1 |
After
the effective date of this Agreement, it may constitute default,
if either
Party is in breach, nonperforming, or partly performing terms of
this
Agreement, or is in breach of any warranties, representations and
undertakings of this Agreement. The non-defaulting Party can allow
the
defaulting Party to cure such default in a reasonable time period.
If the
defaulting Party does not cure within the reasonable time period,
the
non-defaulting Party shall be entitled to terminate the Agreement,
and
hold the defaulting Party liable for all the damages and economic
loss
resulting from the defaulting Party’s default. The economic loss shall not
exceed the amount that defaulting Party could anticipate or should
anticipate as of the date of this
Agreement.
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6. EFFECTIVE
DATE
| 6.1 |
This
agreement is effective from the date of signing (if it is signed
by a
designated person, a letter of the power of attorney is
necessary).
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7. GOVERNING
LAW AND DISPUTE RESOLUTION
| 7.1 |
The
effectiveness, interpretation, implementation and dispute resolution
related to this Agreement, shall be governed by the laws of the British
Virgin Islands.
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2
| 7.2 |
Any
dispute arising out of this Agreement, including but not limited
to
execution, enforcement, implementation, interpretation, default,
modification, and termination, shall be resolved by both Parties
through
mutual negotiation. If both Parties could not reach an agreement
within 30
days after the dispute arises, either Party may initiate legal action
in
the competent jurisdiction. The recovering Party can ask the other
Party
to pay for all professional service (including but not limited to
legal
counsel service) costs in the litigation and other related
costs.
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| 7.3 |
During
the process of dispute resolution, both Parties shall continue to
perform
other terms under this Agreement, except for matters in
dispute.
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8. MODIFICATION,
CANCELLATION, TERMINATION
| 8.1 |
The
modification of this Agreement shall not be effective without written
agreement through negotiation. If both Parties could not reach an
agreement, this Agreement remains
effective.
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| 8.2 |
Both
Parties may agree to cancel this Agreement with written
agreement.
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9. GENERAL
PROVISIONS
| 9.1 |
Both
Parties may sign a supplemental agreement regarding to related matters
of
this Agreement. The supplemental agreement and this Agreement have
the
same effect.
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| 9.2 |
All
the appendix hereto is an integral part of this Agreement, which
has the
same effect as this Agreement.
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| 9.3 |
This
agreement is written in both English and Chinese languages. If there
is
any discrepancy between the two versions, the Chinese version shall
prevail. This Agreement is executed in two copies, one copy for each
Party, and both Parties may execute the
duplicate.
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IN
WITNESS WHEREOF, the Parties hereto have caused their duly authorized
representatives to executive this Agreement.
For
and
on behalf of:
GIFTED
TIME HOLDINGS LIMITED
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