English Summary of Equity Transfer Agreement
Exhibit
10.1
English
Summary
of
This
Equity Transfer Agreement (hereinafter referred to as the “Agreement”)
is made by the following parties in Jinzhou City, Liaoning Province, China on
January 18, 2010.
Between: Novophalt (China)
Limited, a corporation duly formed under the laws of British Virgin Islands with
its legal address at Palm Grove House, P.O. Box 438, Road Town, Tortola, British
Virgin Islands (hereinafter referred to as the “Seller”);
AND: Wonder Auto Limited, a
corporation duly formed under the laws of the British Virgin Islands with its
legal address at P.O. Box 957, Offshore Incorporations Centre, Road Town,
Tortola, British Virgin Islands, its authorized representative and board
chairman (hereinafter referred to as the “Purchaser”,
and together with the Seller, the “Parties”);
WHEREAS,
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A.
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Jinheng
Automotive Safety Technology Holdings Limited (hereinafter referred to as
“Jinheng
Holdings”), a corporation duly formed under the laws of Cayman
Islands, is a high-tech automotive parts company listed on the Hong Kong
Stock Exchange. Jinheng Holding is primarily engaged in the manufacturing
and sales of automotive engine electronic injection management systems
(EMS), and components of diesel
engines;
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B.
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Applaud
Group Limited (hereinafter referred to as “Applaud
Group”), a corporation duly formed under the laws of British Virgin
Islands, is a 52.20% shareholder of Jinheng
Holdings;
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C.
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The
Seller owns 20.90% of Applaud Group, thereby, indirectly owns 10.91% of
Jinheng Holdings. The Seller has no assets and business other than its
ownership of Applaud Group;
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D.
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The
Seller desires to sell its 20.90% ownership in Applaud Group to the
Purchaser on terms and conditions stipulated in this Agreement, and the
Purchaser desires to buy the Seller’s 20.90% ownership in Applaud Group,
thereby, indirect ownership of 10.91% of Jinheng
Holdings;
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E.
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On
January 18, 2010, the board of directors of the Seller has approved the
sales of its 20.90% ownership in Applaud Group to the Purchaser and to
sign this Agreement;
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F.
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On
January 15, 2010, the board of directors of the Purchaser has approved the
purchase of the Seller’s 20.90% ownership in Applaud Group and to sign
this Agreement;
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G.
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The
Parties agree that the Purchaser shall enjoy the rights of shareholder
attached to the Seller’s equity interest in Applaud Group starting from
January 1, 2010.
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NOW,
THEREFORE, the Parties reached this Agreement as follows:
1
Article
1. Transfer of the Equity Interest to the Purchaser
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1.1
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Purchase
and Sales
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The
Seller agrees to sell to the Purchaser and the Purchaser agrees to purchase from
the Seller the 20.90% equity interest in Applaud Group owned by the Seller (the
“Shares to
be Transferred”).
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1.2
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Purchase
Price
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The
purchase price for this Shares to be Transferred (the “Purchase
Price”) is Hong Kong Dollar Sixty Two Million Nine Hundred and Fifteen
Thousand and Eighty Six (HK$62,915,086.00).
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1.3
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Time
and Method of Payment
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(a)
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The
Purchaser shall effect payment of Purchase Price to the Seller in
equivalent U.S. dollars to the bank account designated by the Seller on or
before February 15, 2010. The exchange rate is based on the middle price
announced by the People’s Bank of China at the payment
date.
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(b)
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The
Parties agree that the Purchase Price shall be paid in U.S. dollars in
cash. If the Seller deems necessary, the Seller may direct the Purchase to
make the Purchase Price to its designated individual or other
entity.
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Article
2. Effective Date and Closing Date
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2.1
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Effective
Date
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This
Agreement shall become effective upon signing by representatives of the
Parties, and the signing date shall be deemed as the effective
date.
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2.2
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Documents
Delivered by the Seller before the Signing of the
Agreement:
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(a)
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The
Seller’s internal approval;
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(b)
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The
Seller’s charter documents (business license and commercial
registration).
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2.3
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Documents
Delivered by the Purchaser before the Signing of the
Agreement:
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(a)
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The
Purchaser’s internal approval;
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(b)
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The
Purchaser’s charter documents (referred to as the business license and
commercial registration).
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Article
3. Closing
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3.1
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Closing
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The
Closing means the completion of the share transfer stipulated in this
Agreement.
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3.2
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Closing
Date
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The
Parties agreed that the Closing shall be done in accordance with terms in this
Agreement, and the Effective Date shall be the Closing Date.
3.3
With the time period designated by the Purchaser, the Seller shall provide the
Purchaser with the updated shareholders registration evidencing that the
Purchaser has become the 20.90% shareholder of the Applaud Group.
2
Article
4. Representation, Warranties and Covenants
4.1 Each
of the Seller and the Purchaser represents and warrants to the other Party as
follows:
(a) It is a corporation duly organized, validly existing and
in good standing under the laws of the jurisdiction in which it is
organized.
(b) It has the requisite corporate power and authority to execute,
deliver this Agreement and to consume the transactions contemplated by this
Agreement;
(c) It has already taken all the necessary corporate actions to authorize
the signing of this Agreement, and the representative has full authority the
sign this Agreement;
(d) Upon signing by the authorized representatives of
the Parties, this Agreement shall be enforceable against the relevant
Party.
4.2 The
Seller covenants and agrees that:
The Seller is the sole legal and beneficial owner of the Shares to be
Transferred and, as of the Closing Date, holds all the Shares to Be Transferred
free and clear of any liens, encumbrances, pledges, security interests or other
restrictions or claims of any kind or character.
4.3
Purchaser covenants and agrees that:
The fund to pay for the Purchase Price is legally owned by the
Purchaser.
Article
5. Confidentiality
5.1
Confidentiality obligations
The Parties shall not disclose any commercial confidential information received
from the other Party in connection with this Agreement to any third parties and
shall not use such information for any purpose other than this Agreement, except
disclosures as required by the applicable laws and regulations, including the
disclosure in current report in Form 8-K with the U.S. securities exchange
commission.
5.2
Commercial Confidential Information
For the purpose of this Article 5, the commercial confidential
information means the business operation, commercial strategy, commercial plan,
investment plan, product, sales, customer, employee, marketing, technology,
finance, or other related information in verbal or written form, including, but
not limited to, the reports, records and all the duplicates of such information
(including electronic copies), duplicates and translations.
5.3
Duration of confidential obligations
The Parties’ obligations under this Article 5 shall survive
the termination of this Agreement.
Article
6. Force Majeure
6.1 Force
Majeure
If performance of this Agreement in whole or in part is prevented, restricted or
interfered with by reason of an earthquake, storm, flood, fire, war, strike or
any other cause beyond the reasonable control of the Parties (each a “Force Majeure
condition”).
6.2
Notice
The party in Force Majeure conditions shall provide to the other Party a valid
evidentiary document setting forth in detail the Force Majeure Condition within
fifteen (15) days, its expected duration and the consequences
thereof.
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6.3
Dispute Resolution
The Parties shall consult with each other so as to avoid or minimize any adverse
effect of any Force Majeure Condition on this Agreement or the transactions
contemplated hereunder, and the Parties shall try their best to avoid or reduce
damages cause by consultation.
Article
7. Liabilities for Breach of Contract
If a
Party breaches its representations, warranties, covenants or obligations
hereunder, the breaching party shall be liable for all damages incurred by
non-breaching party therefrom.
Article
8. Notice
A party
shall deliver notice to the other Party via messenger, facsimile, air or express
mail.
Article
9. Governing Laws
This
Agreement shall be construed and governed in accordance with the laws of the
People’s Republic of China.
Article
10. Dispute Resolution
Any
dispute arising from or in connection with this Agreement shall be submitted to
the China International Economic and Trade Arbitration Commission for
arbitration which shall be conducted in accordance with the commission’s
arbitration rules in effect at the time of applying for arbitration in Beijing,
China. The arbitral award is final and binding upon both parties.
Article
11. Miscellaneous
11.1
Amendment
This Agreement can be amended only by written agreement between the
Parties.
11.2
Copy
This Agreement is written and executed in Chinese in four (4) original copies,
two for each Party with the same equal legal effect.
Seller: Novophalt (China)
Limited
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Representative’s
Signature:
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/s/ Xxxxxx Xxxx
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Purchaser: Wonder Auto
Limited
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Representative’s
Signature:
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/s/ Xxxxxxx Xxxx
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