KINGTONE WIRELESSINFO SOLUTION HOLDING LTD AND THE BANK OF NEW YORK MELLONDeposit Agreement • April 13th, 2010 • Kingtone Wirelessinfo Solution Holding LTD • New York
DEPOSIT AGREEMENT dated as of __________, 2010, among KINGTONE WIRELESSINFO SOLUTION HOLDING LTD, incorporated under the laws of the British Virgin Islands (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders from time to time of American Depositary Shares issued hereunder.
CALL OPTION AGREEMENTCall Option Agreement • April 13th, 2010 • Kingtone Wirelessinfo Solution Holding LTD • New York
This CALL OPTION AGREEMENT (this “Agreement”) is made and entered into as of December 15, 2009 (the “Effective Date”), among __________ with the ID number ______________, a resident of the People’s Republic of China (the “Purchaser”) and Sha Li with the ID number _________________, a resident of Singapore and Xtra Heights Management Ltd incorporated in the British Virgin Islands (the “Xtra”) (Sha Li and Xtra, collectively referred to herein as the “Seller”). Purchaser and Seller are also referred to herein together as the “Parties” and individually as a “Party.”
Name ID Card Number Share PercentageShareholders' Voting Proxy Agreement • April 13th, 2010 • Kingtone Wirelessinfo Solution Holding LTD
EMPLOYMENT AGREEMENTEmployment Agreement • April 13th, 2010 • Kingtone Wirelessinfo Solution Holding LTD
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of _______________, 2009 between Xi’an Softech Co., Ltd. (the "Company"), a wholly foreign-owned company organized under the law of the People's Republic of China (the "PRC"), and _______________ ("___________", ID No.: _________________). The Company and the Chen Xian Ying are also referred to herein together as the “Parties” and individually as a “Party.”
EXCLUSIVE TECHNOLOGY SERVICE AGREEMENT BETWEEN XI’AN KINGTONE INFORMATION TECHNOLOGY CO., LTD AND XI’AN SOFTECH CO., LTD December 15, 2009Exclusive Technology Service Agreement • April 13th, 2010 • Kingtone Wirelessinfo Solution Holding LTD
Xi’an Kingtone Information Technology Co., Ltd (hereinafter referred to as “Kingtone Information”) is an enterprise limited by shares which is incorporated and existing within the territory of China in accordance with the law of the People’s Republic of China. The registration number of its legal and valid Business License is 610131100001233 and the legal registered address is the 3/F of District A, the Industry Office Building, No.181 of Tai Bai Southern Road, Xi’an City, China.
Term SheetTerm Sheet • April 13th, 2010 • Kingtone Wirelessinfo Solution Holding LTD
Each of the undersigned purchasers (the “Purchasers”) and Sha Li, a Singapore resident (“Seller”), hereby enter into this term sheet (“Term Sheet”) as of 27 October 2009.
EXCLUSIVE OPTION AGREEMENT AMONG XI’AN SOFTECH CO., LTD AND XI’AN TECHTEAM INVESTMENT HOLDING GROUP COMPANY SHENZHEN CAPITAL GROUP CO., LTD XI’AN HONGTU CAPITAL CO., LTD SHAANXI YUANXING SECIENCE AND TECHNOLOGY CO., LTDExclusive Option Agreement • April 13th, 2010 • Kingtone Wirelessinfo Solution Holding LTD
Party B: Li Tao and other seventeen individuals (collectively, the “Individual Shareholders”), the specific list of the Individual Shareholders is referred herero as Exhibit A
Loan ContractLoan Agreement • April 13th, 2010 • Kingtone Wirelessinfo Solution Holding LTD
This Contract is made in line with the Contract Law of the People's Republic of China and The General Provisions of Loans of the People's Bank of China to specify the rights and obligations of parties involved.
ENTRUSTED MANAGEMENT AGREEMENT BETWEENEntrusted Management Agreement • April 13th, 2010 • Kingtone Wirelessinfo Solution Holding LTD
Xi’an Softech Co., Ltd, a wholly foreign-owned enterprise registered in Xi’an; and the registration number of its legal and valid Business License is 610100400006807;
Land Use Right and Housing Ownership Transfer AgreementLand Use Right and Housing Ownership Transfer Agreement • April 13th, 2010 • Kingtone Wirelessinfo Solution Holding LTD
WHEREAS, Party A, Shaanxi Aoda Property Co., Ltd. possesses the land use right of Building No. 17, including the building itself and its annex, located at Beilin Industrial Park, Huoju Road, Gaoxin District, Xi’an, which are free of any mortgage, pledge, and disputes, and can be freely transferred; Party A is willing to transfer. Party B, Xi’an Kingtone Information Technology Co., Ltd, a Hi-Tech stock company mainly engaged in the research and development of wireless video software and hardware, is willing to purchase the land-use rights of the building, the building itself and its annex in accordance with Party B’s development.
Processing Contract for the Complete Equipment Installation of Drip Fertilizer Party A: Shaanxi Techteam Jinong Humic Acid Products Co., Ltd. Party B: Xi’an Kingtone Information Co., LtdProcessing Contract • April 13th, 2010 • Kingtone Wirelessinfo Solution Holding LTD
NOW, THEREFORE, in consideration of the Contract Law of People’s Republic of China as well as agreements made by the Parties herein through mutual friendly negotiation, both Parties hereto agree as follows:
Mortgage AgreementMortgage Agreement • April 13th, 2010 • Kingtone Wirelessinfo Solution Holding LTD
The mortgage is willing to provide collateral mortgage to the mortgage for the purpose of securing the realization of lender’s loan right. This Agreement is formulated on the basis of friendly negotiation between the mortgager and mortgagee.
Ordinary Shares in the Form of American Depositary Shares KINGTONE WIRELESSINFO SOLUTION HOLDING LTD Ordinary Shares in the Form of American Depositary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • April 13th, 2010 • Kingtone Wirelessinfo Solution Holding LTD • New York
The Underwriter will take delivery of the Shares in the form of American Depositary Shares (“ADSs”). The ADSs are to be issued pursuant to a Deposit Agreement dated as of _________________, 2010 (the “Deposit Agreement”) among the Company, The Bank of New York Mellon. as Depositary (the “Depositary”) and all Holders and Owners (each as defined therein) from time to time of ADSs evidenced by American Depositary Receipts (“ADRs”) issued by the Depositary.
Contract for an Integrated & Wireless Pipeline Control System Of Shaanxi Techteam Jinong Humic Acid Products Co., LtdContract for an Integrated & Wireless Pipeline Control System • April 13th, 2010 • Kingtone Wirelessinfo Solution Holding LTD
NOW, THEREFORE, in consideration of the mutual promises, covenants as well as agreements made by the Parties herein through mutual friendly negotiation on issues in respect of integrated pipeline control system, both Parties hereto agree as follows:
PLEDGE OF EQUITY AGREEMENT BETWEENPledge of Equity Agreement • April 13th, 2010 • Kingtone Wirelessinfo Solution Holding LTD
