Tianjin Cyril Information Technology Co., Ltd Tianjin Shunshitongda Technology Co., Ltd And Hunan Oceanwing E-commerce Co., Ltd. The Novation Agreement Regarding Capital Increase Agreement of Shenzhen Jiedian Technology Co., Ltd. June 2017
Exhibit 4.45
Tianjin Xxxxx Information Technology Co., Ltd
Tianjin Shunshitongda Technology Co., Ltd
And
Hunan Oceanwing E-commerce Co., Ltd.
Regarding
Capital Increase Agreement of Shenzhen Jiedian Technology Co., Ltd.
June 2017
This "The Novation Agreement regarding Capital Increase Agreement of Shenzhen Jiedian Technology Co., Ltd. between Tianjin Xxxxx Information Technology Co., Ltd, Tianjin Shunshitongda Technology Co., Ltd, and Hunan Oceanwing Electronic Commerce Co., Ltd.” (The "Agreement") is signed by the following parties on June X, 2017 ("Signing date"):
1. | Tianjin Xxxxx Information Technology Co., Ltd ("Tianjin Xxxxx"), a limited liability company established and legally existing under the laws of China with the registered address of Xxxx 000-0, 0xx xxxxx, Xxxxxxxxx Building, No. 482, Dongman Middle Road, Shenngtai city, Tianjin; |
2. | Tianjin Shunshitongda Technology Co., Ltd ("Undertaker"), a limited liability company established and legally existing under the laws of China with the registered address of Room 773 in Area A ,7th Floor, Reader Building, No. 105, Wensan Road, Dongman Park, Shenngtai city, Tianjin; |
3. | Shenzhen Jiedian Technology Co., Ltd. “Jiedian Technology” or “Company”), a limited liability company established and legally existing under the laws of China, registered at Xxxx 000, Xxxxxxxx X, Xx. 0 Xxxxxxx Xxxx, Xxxxxxxx Qianhai Shenzhen-Hong Kong cooperation zone (settled in Shenzhen Qianhai business secretary Co. Ltd.); |
4. | Hunan Oceanwing E-commerce Co., Ltd. (“Oceanwing”), a company limited by the laws of China established and legally existing, whose registered address is 7th floor Room 701, 7th building, the first phase of Changsha Zhongdian Software Park, 39 Jianshan Road, Changsha High-tech Development Zone.. |
Each of these parties is referred to separately as a "party" and collectively referred to as a "party."
In view of the fact that:
1. | On May 3, 2017, all shareholder of Jiedian Technology such as Tianjin Xxxxx, Jiedian Technology and Oceanwingsigned the "Tianjin Xxxxx, Information Engineering Co., Ltd.'s Capital Increase Agreement for Shenzhen Jiedian Technology Co., Ltd.". On May 4, 2017, Tianjin Xxxxx and Jiedian signed a supplementary agreement (the aforementioned agreement was collectively referred to as the “Capital Increase Agreement”) on the capital increase agreement, which stipulated that Tianjin Xxxxx would make a capital increase of RMB 300 million to Jiedian. |
2. | In accordance with the stipulations of the Capital Increase Agreement, with the prior written consent of Oceanwing, Tianjin Xxxxx can designate related parties to transfer all their rights and obligations under the Capital Increase Agreement and register as a shareholder of Jiedian. The other signatories of the capital increase agreement are aware of this matter and agree to provide the necessary assistance |
3. | Xxx xxxxxxxxxx intends to undertake all rights and obligations of Tianjin Xxxxx under the Capital Increase Agreement, and the company and Oceanwing agree to undertake such undertaking. |
To this end, the parties to the agreement, based on the principle of equality and mutual benefit, reached the following agreement on this transaction.
Article 1 General Description of Rights and Obligations
1.1 The parties agree that xxx xxxxxxxxxx undertakes all the rights and obligations of Tianjin Xxxxx l under the capital increase agreement. The company and Oceanwing promise to provide sufficient information for the company's internal resolutions necessary for these matters and the filing of changes for the competent industrial and commercial department. With the assistance and cooperation, xxx Xxxxxxxxxx shall be registered as a legal and effective shareholder of Jiedian in accordance with the agreement of the Capital Increase Agreement.
1.2 All parties confirm that, except for xxx Xxxxxxxxxx’x summation of the rights and obligations of Tianjin Xxxxx under the Capital Increase Agreement, all provisions of the Capital Increase Agreement shall continue to be valid.
Article 2 Repayment for Paid Capital Increases
2.1 Tianjin Xxxxx has paid for the capital increase
The parties confirmed that as of the signing date of this agreement, Tianjin Xxxxx has paid the capital increase of RMB 300 million (“subsidy for capital increase”) to the company on behalf of xxx Xxxxxxxxxx under this capital increase agreement.
2.2 Xxx Xxxxxxxxxx repays Tianjin Xxxxx the subsidy for capital increase .
Xxx xxxxxxxxxx shall pay cash equivalent of the surrender capital increase to the Tianjin Cyril’s following bank account before the date specified by Tianjin Xxxxx:
Account Name: Tianjin Xxxxx Information Technology Co., Ltd
Taxpayer identification number: 9112011606401011XB
Opening Bank: China Construction Bank Corporation Tianjin Zhongxinshengtaicheng Branch
Account: 12001835901052500894
Article 3 Effectiveness, additions, amendments, changes, and removal of agreements
3.1 This agreement shall take effect after all parties have signed it (company or company has an official seal and signed or signed by legal representative or authorized representative).
3.2 After the parties to this agreement agree, they can amend or change this agreement. Any modification or change must be made into a written document, which shall take effect after signing by the parties to this agreement.
3.3 Unless otherwise stipulated in this agreement, all parties to this agreement may jointly exercise the cancellation of this agreement in writing and determine the effective time of cancellation.
Article 4 Liability for breach of contract
4.1 If any party violates the provisions of this agreement or violates its statements or guarantees to other parties and causes losses to other parties, it constitutes a breach of the contract by the other party. The defaulting party shall compensate the observing party for all losses, damages, expenses and expenses (including but not limited to litigation fees, attorney's fees, etc.) incurred by the observant as a result of its breach of contract.
Article 5 Application of Law and Dispute Resolution
5.1 The conclusion, validity, interpretation, performance and dispute resolution of this agreement shall be governed by and construed in accordance with the laws of China. However, if the published Chinese law does not stipulate specific matters related to this agreement, it should refer to general international business practices within the scope permitted by Chinese law.
5.2 Any dispute arising from this agreement or related to this Agreement shall be submitted to the South China International Economic and Trade Arbitration Commission for arbitration in accordance with the current effective arbitration rules of the Association when applying for arbitration. The arbitral award is final and binding on all parties.
5.3 During the dispute resolution period, the parties continue to have their own rights under this Agreement and shall continue to perform their corresponding obligations under this Agreement, respect the facts of this transaction, and shall not distort the facts and maliciously defame other signatories.
Article 6 Notification and Service
6.1 Any notice or other correspondence ("Notice") sent by a party to other parties in connection with this Agreement shall be in writing and delivered to the notified person at the following address or communication number:
Tianjin Xxxxx Information Technology Co., Ltd
Contact: Xxxxx Xxxxxxx
Contact Tel: x00 00 0000 0000
Mailing address: Xxxx 000-0, 0xx xxxxx, Xxxxxxxxx Building, No. 482, Dongman Middle Road, Shenngtai city, Tianjin, China
Shenzhen Jiedian Technology Co., Ltd.
Contact: Wang Zhe
Contact Tel: x00 00000000000
Mailing address: X000-000, Xxxxxxx Xxxxxxxxxx Xxxx, Xx.0000 Xxxxx Xxxx Road, Xili Street, Nanshan District, Shenzhen, China
Hunan OceanwingElectronic Commerce Co., Ltd.
Contact: Huang Hai
Telephone: x00 00000000000
Mailing address: 0X, Xxxxxxxx X, Xxxxxxxx Xxxxxxxxxx Xxxxxxxx, Xxxxxxxx Xxxx, Xxxxxxx District, Shenzhen
Tianjin Shunshitongda Technology Co., Ltd
Contact: Xxxxx Xxxxxxx
Contact Tel: x00 00000000000
Mailing address: 00xx Xxxxx, Xxxxxxxx X, Xxxxxxxx Plaza, 00 Xxxxxxxxxx Xxxxx Xxxxxx, Xxxxxxxxx Xxxxxxxx, Xxxxxxx, Xxxxx
6.2 The time of service of notices delivered as above shall be determined as follows:
(1) Any notice delivered personally shall be deemed as served when being signed by the recipient;
(2) Any notice mailed shall be delivered by registered express mail or express mail. Registered express mail shall be deemed as served on the seventh (7th) day after posting. Express mails shall be deemed as served at the time of signing by the recipient.
6.3 If any one of the aforementioned communication addresses or notification methods changes (“changed party”), the party to be changed shall notify the other party within seven (7) days of the change. If the party to the change fails to make timely notification as agreed, the party to change shall bear the resulting losses.
Article 7 Supplementary Provisions
7.1 This agreement is an integral part of the equity transfer agreement. If this agreement is inconsistent with the equity transfer agreement, this agreement shall prevail, but it will not affect the validity of other terms of the equity transfer agreement.
7.2 Except as otherwise defined in this agreement, the abbreviation and definition in this agreement have the same meaning as the equity transfer agreement.
7.3 This Agreement is made in quadruplicate. Each party holds one, and each has the same legal effect.
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[This page is intentionally left blank, for the signing page of the "The Novation Agreement regarding Capital Increase Agreement of Shenzhen Jiedian Technology Co., Ltd. between Tianjin Xxxxx Information Technology Co., Ltd, Tianjin Shunshitongda Technology Co., Ltd, and Hunan Oceanwing Electronic Commerce Co., Ltd."]
/seal/ Tianjin Xxxxx Information Technology Co., Ltd (Official seal)
/s/ Authorized Signatory
Legal representative or authorized representative (signature/ seal):
[This page is intentionally left blank, for the signing page of the "The Novation Agreement regarding Capital Iincrease Agreement of Shenzhen Jiedian Technology Co., Ltd. between Tianjin Xxxxx Information Technology Co., Ltd, Tianjin Shunshitongda Technology Co., Ltd, and Hunan Oceanwing Electronic Commerce Co., Ltd."]
/seal/ Shenzhen Jiedian Technology Co., Ltd. (Official seal)
/s/ Authorized Signatory
Legal representative or authorized representative (signature/ seal):
[This page is intentionally left blank, for the signing page of the "The Novation Agreement regarding Capital Increase Agreement of Shenzhen Jiedian Technology Co., Ltd. between Tianjin Xxxxx Information Technology Co., Ltd, Tianjin Shunshitongda Technology Co., Ltd, and Hunan Oceanwing Electronic Commerce Co., Ltd."]
Hunan Oceanwing Electronic Commerce Co., Ltd. (Official Seal) /Seal/
/s/ Signatory
Legal representative or authorized representative (signature/ seal):
[This page is intentionally left blank, for the signing page of the "The Novation Agreement regarding Capital Increase Agreement of Shenzhen Jiedian Technology Co., Ltd. between Tianjin Xxxxx Information Technology Co., Ltd, Tianjin Shunshitongda Technology Co., Ltd, and Hunan Oceanwing Electronic Commerce Co., Ltd." ]
/seal/ Tianjin Shunshitongda Technology Co., Ltd (Official seal)
/s/ Authorized Signatory
Legal representative or authorized representative (signature/ seal):