WATCHDATA TECHNOLOGIES LTD. AND JPMORGAN CHASE BANK, N.A. As Depositary AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTSDeposit Agreement • December 22nd, 2004 • Watchdata Technologies Ltd. • New York
DEPOSIT AGREEMENT dated as of [DATE] , 2004 (the “Deposit Agreement”) among WATCHDATA TECHNOLOGIES LTD. and its successors (the “Company”), JPMORGAN CHASE BANK, N.A., as depositary hereunder (the “Depositary”), and all holders from time to time of American Depositary Receipts issued hereunder (“ADRs”) evidencing American Depositary Shares (“ADSs”) representing deposited Shares (defined below). The parties hereto agree as follows:
Basic Supply Agreement between Infineon Technologies Asia Pacific Pte. Ltd. - hereinafter referred to as “Seller” - and Beijing Watch Data System Co. Ltd. Chaoyang Dist., Beijing, P.R.China - hereinafter referred to as “Buyer” - Seller and Buyer are...Basic Supply Agreement • December 22nd, 2004 • Watchdata Technologies Ltd.
WHEREAS, for their mutual benefit, the Parties seek to secure the supply, to improve the planning, to ensure delivery on time, to minimize the respective stocks and to reduce the expenditures for the transaction of business.
Shareholders’ AgreementShareholders’ Agreement • December 22nd, 2004 • Watchdata Technologies Ltd.
Party A: Tianjin Tongren (TEDA) Software Technology Co., Ltd. [Company name in Chinese], a limited liability company organized and existing under the laws of the People’s Republic of China (“PRC”), with its legal address at E Tower, 9 Block, 5th Floor, Construction Square, No. 76, Dongting Lake Road, Economic Development Area, Tianjin [Company address in Chinese], and with Wang Youjun, a Chinese citizen, as its legal representative;
English Translation] Beijing Watch Data System Co., Ltd. Sales ContractSales Contract • December 22nd, 2004 • Watchdata Technologies Ltd.
Product Supply ContractProduct Supply Contract • December 22nd, 2004 • Watchdata Technologies Ltd.
Party B needs Party A to supply products according to this Agreement, so that Party B can further process and develop those products according to the requirements of the market by adding the encryption arithmetic to the products or by other methods, and Party A agrees to provide those products to Party B according to this Agreement.
Trademark License AgreementTrademark License Agreement • December 22nd, 2004 • Watchdata Technologies Ltd.
According to the terms and conditions of this Agreement, the Licensor agrees to license the trademarks to the Licensee, and the Licensee agrees to accept the license as set forth below:
English Summary EQUITY TRANSFER AGREEMENTEquity Transfer Agreement • December 22nd, 2004 • Watchdata Technologies Ltd.
WHEREAS, Beijing Watch Smart Technologies Ltd. (“Watch Smart”) is a company with limited liability established in Beijing by Beijing Fanchen Information Technology Company Limited (“Fanchen”) and Tianjin Tongren (TEDA) Software Technology Co., Ltd. (“Tianjin Tongren”). The total registered capital of Watch Smart is RMB5 million, of which Fanchen has contributed RMB2.5 million and Tianjin Tongren has contributed RMB2.5 million respectively.
Technology License AgreementTechnology License Agreement • December 22nd, 2004 • Watchdata Technologies Ltd.
According to the terms and conditions of this Agreement, the Licensor agrees to license the technologies to the Licensee, and the Licensee agrees to accept the license as set forth below:
DATED the 30th day of April 2000 BEIJING WATCH DATA SYSTEM CO., LTD. and BEAVER DEVELOPMENTS LIMITED and BEIJING INTERNATIONAL TECHNOLOGY COOPERATION CENTER GUANG DONG TUCSON TECHNOLOGY LIMITED MANNING INVESTMENT LTD. TIANJIN DEVELOPMENT AREA TUNG YAN...Second Agreement • December 22nd, 2004 • Watchdata Technologies Ltd. • Hong Kong
Management and Marketing Consultancy and Technical Assistance Services AgreementManagement and Marketing Consultancy and Technical Assistance Services Agreement • December 22nd, 2004 • Watchdata Technologies Ltd.
This Management and Marketing Consultancy and Technical Assistance Services Agreement (this “Agreement”) is made by and between the two parties as set forth below:
TERMINATION AGREEMENTTermination Agreement • December 22nd, 2004 • Watchdata Technologies Ltd.
This termination agreement (“this Agreement”) is made and entered into as of June 1, 2004, by and among Beijing Watch Data System Co., Ltd. (“BWD”), Beaver Developments Limited (“Beaver”), Sesame Seed Group Ltd.(“SSG”) , Beijing Tecsun Century Investment Co. Limited (“Beijing Tecsun”), Tianjin Development Area Tong Ren Software Technology Limited (“Tong Ren”, also known as Tianjin Development Area Tung Yen Software Technology Limited, also known as TEDA Tongren Software Technology Co., Ltd.) and Standard International Holdings Ltd. (“Standard International”).
Equity Interest Transfer AgreementEquity Interest Transfer Agreement • December 22nd, 2004 • Watchdata Technologies Ltd.
Party A, Party B, Party C, Party D and Party E are referred to hereinafter collectively as the “Sellers”, and Party F is referred to as the “Purchaser”, and the Sellers and Purchaser are referred to hereinafter collectively as the “Parties”.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 22nd, 2004 • Watchdata Technologies Ltd. • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of August 10, 2004, is made by and between (i) Beaver Developments Limited, Tong Ren Ltd., Tecsun Ltd., Masterful Solutions Inc., Sesame Seed Group Limited and Standard International Holdings Ltd. (each a “Seller” and collectively the “Sellers”)) and (ii) Watchdata Technologies Ltd. (the “Purchaser”).
Copyright License AgreementCopyright License Agreement • December 22nd, 2004 • Watchdata Technologies Ltd.
According to the terms and conditions of this Agreement, the Licensor agrees to license the copyrights to the Licensee, and the Licensee agrees to accept the license as set forth below:
DATED the day of 2000 BEIJING WATCH DATA SYSTEM CO., LTD. and BEAVER DEVELOPMENTS LIMITED and BEIJING INTERNATIONAL TECHNOLOGY COOPERATION CENTER GUANG DONG TUCSON TECHNOLOGY LIMITED MANNING INVESTMENT LTD. TIANJIN DEVELOPMENT AREA TUNG YAN SOFTWARE...First Agreement • December 22nd, 2004 • Watchdata Technologies Ltd.
BEAVER DEVELOPMENTS LIMITED (incorporated in the British Virgin Islands with limited liability)Second Agreement • December 22nd, 2004 • Watchdata Technologies Ltd.
First of all, we would like to show our sincere appreciation of your Company’s business success and commend you on the great efforts by you and your management team.
