SHARE TRANSFER AGREEMENT by and between Guangdong Meidiya Investment Co., Ltd. and Beijing Min Si Lian Hua Investment Management Co., Ltd. Regarding Beijing Fanhua Datong Investment Management Co., Ltd.
Exhibit 4.32
English Translation for Reference
by and between
Guangdong Meidiya Investment Co., Ltd.
and
Beijing Min Si Xxxx Xxx Investment Management Co., Ltd.
Regarding
Beijing Fanhua Datong Investment Management Co., Ltd.
This Agreement is entered into by and among the following parties on March 24, 2011, in Beijing.
Transferor: Guangdong Meidiya Investment Co., Ltd. (“Guangdong Meidiya” or the “Transferor”)
Address: Xxxx 000, Xxxxxxxxx Xxxxxxxxxx Xxxxxxxx, Xx. 00 Sanyuanli Boulevard, Baiyun District,
Guangzhou
Transferee: Beijing Min Si Xxxx Xxx Investment Management Co., Ltd. (“Min Si Xxxx Xxx” or the
“Transferee”)
Address: Xxxx 0000, Qing Xxx Xxxx Dai Building, Block 9, Man Xxxx Xxxx Yuan Zone, Qing Xxx Xx,
Haidian District, Beijing
Third Party: Xxxxxx Xxx (the “Third Party”)
ID Card No.: 432901195707202037
Address: Xxxx 0, Xxxxx XXxxxxx Xxxxxxxxxxxxx Xxxxxxxxxx, Xx. 00 Banjing Road, Haiding District,
Beijing
Whereas:
| 1. | Beijing Fanhua Datong Investment Management Co., Ltd. (“Datong Investment”) is a limited
liability company jointly invested and established by the Transferor and Xxxxxx Xxx under the
laws of the People’s Republic of China (the “PRC”) and was duly incorporated on July 8, 2008,
with a registered capital of RMB20 million, of which RMB11 million were contributed by
Guangdong Meidiya, representing 55% of the equity interests in Datong Investment, and RMB9
million were contributed by Xxxxxx Xxx, representing 45% of the equity interests in Datong
Investment. |
| 2. | Guangdong Meidiya agrees to transfer all of its 55% equity interests in Datong Investment to
Min Si Xxxx Xxx (the “Equity Transfer). Min Si Xxxx Xxx agrees to accept the transfer of such
equity interests. Xxxxxx Xxx, the Third Party, agrees to waive the right of first refusal in
respect of the Equity Transfer. |
NOW, THEREFORE, the parties hereby agree to enter into this Agreement in respect of the Equity
Transfer as follows for mutual observance:
| 1. | Equity Transfer |
| 1.1 | The Transferor agrees to transfer all of its 55% equity interests in Datong
Investment to the Transferee, and the Transferee agrees to accept the transfer of the
said equity interests, at an equity transfer price of RMB11 million (the “Equity Transfer
Price”). |
| 1.2 | Xxxxxx Xxx, the Third Party, agrees to waive the right of first refusal in respect
of the Equity Transfer. |
| 1.3 | The Transferor and the Transferee shall cooperate with each other to complete the
transfer of any equity interests under the Equity Transfer and the payment of the Equity
Transfer Price pursuant to this Agreement. |
| 1.4 | Upon completion of the Equity Transfer, the Transferee and Xxxxxx Xxx, the Third
Party, shall hold 55% and 45% equity interests in Datong Investment, respectively. |
| 2. | Representations and Warranties of the Transferor |
| 2.1 | The Transferor is a limited company duly incorporated and validly existing under
the PRC laws, which has full capacity for civil conduct, and has full capacity to
undertake civil liabilities under the PRC laws. This Agreement, once executed by the
parties hereto, constitutes its lawful, valid and binding obligations and is enforceable
against the Transferor. |
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| 2.2 | The Transferor has obtained appropriate internal approval for the Equity Transfer in
accordance with this Agreement. The execution and performance of this Agreement by the
Transferor will not breach any agreements executed with any third parties. |
| 2.3 | The Transferor has full, valid and sufficient rights to own and dispose of any
equity interest transferred to the Transferee hereunder, and no pledge, security interest
or third party interest has been created over such equity interests. |
| 2.4 | The Transferor shall be liable for any loss suffered by the Transferee in
connection with any inconsistency between their representations and warranties mentioned
above and the facts. |
| 3. | Representations and Warranties of the Transferee |
| 3.1 | The Transferee is a limited company duly incorporated and validly existing under
the PRC laws, which has full capacity for civil conduct, and has full capacity to
undertake civil liabilities under the PRC laws. This Agreement, once executed by the
parties hereto, constitutes its lawful, valid and binding obligations and is enforceable
against the Transferee. |
| 3.2 | Party B has obtained appropriate internal approval for the Equity Transfer pursuant
to this Agreement. The execution and performance of this Agreement by the Transferee
will not breach any agreements executed with any third parties. |
| 3.3 | The Transferee shall be liable for any loss suffered by the Transferee in
connection with any inconsistency between their representations and warranties mentioned
above and the facts. |
| 4. | Payment of the Equity Transfer Price |
| 4.1 | The Transferee shall pay the Equity Transfer Price of RMB11 million to the
Transferor on the second working days after the satisfaction of all of the following
conditions (the “Closing”): |
| (1) | this Agreement has been duly executed; and |
| (2) | other documents that shall be signed by the Transferor for the change of
registration with the industrial and commercial administration department in respect
of the Equity Transfer, including but not limited to the shareholders’ resolution
adopted by the original shareholders’ meeting of Datong Investment for the approval
of the Equity Transfer, have been duly executed. |
| 5. | Obligations of Each Party |
| 5.1 | The Transferor shall, on the date of receiving the Equity Transfer Price from the
Transferee, issue written confirmation for the receipt of payment to the Transferee, and
shall issue an invoice of the said payment to the Transferee within 5 days. |
| 5.2 | The parties hereto confirm and agree that they shall work together and cooperate
with each other to execute other documents with respect to the Equity Transfer on the
date hereof, including but not limited to, the new articles of association of Datong
Investment signed between the Transferee and the Third Party, its amendments and the
shareholders’ resolution of Datong Investment signed between the Transferee and the Third
Party with respect to the matters such as election of directors. |
| 5.3 | The parties hereto confirm and agree that they shall exert their utmost efforts to
ensure Datong Investment to complete the all formalities in relation to the application
for change of registration to the relevant industrial and commercial departments in
respect of the Equity Transfer and the change of Datong Investment’s directors on the
Closing date of the Equity Transfer. |
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| 5.4 | The parties hereto confirm and agree that they shall work together to cause all filing
and registration formalities in relation to the change of Datong Investment’s
shareholders and its board members with respect to the Equity Transfer to be completed
within forty-five days from the Closing date hereof. |
| 5.5 | The parties hereto confirm and agree that the beneficial owner of the 55% equity
interests in Datong Investment shall be changed from the Transferor to the Transferee
from the Closing date of the Equity Transfer. This means that the Transferee shall
become the beneficial owner of the 55% equity interests of Datong Investment from the
above date. |
| 6. | Undertaking of Taxes |
All relevant taxes arising from the Equity Transfer shall be borne by the parties hereto,
respectively.
| 7. | Confidentiality |
Each party hereto shall keep confidential any information it obtains from any of the other
parties in connection with this Agreement and the Equity Transfer.
| 8. | Governing Law and Dispute Settlement |
| 8.1 | This Agreement shall be governed by the PRC laws. |
| 8.2 | Any dispute arising out of this Agreement shall be resolved by the parties through
amicable negotiation. If the parties cannot resolve the dispute through amicable
negotiation within thirty days after the occurrence thereof, either party shall have the
right to submit such dispute to the China International Economic and Trade Arbitration
Commission, Beijing Branch, for arbitration (by a panel of three arbitrators) according
to its arbitration rules then in effect at the time of applying for arbitration. The
party that initiates the arbitration and the other party to the dispute shall be entitled
to appoint an arbitrator and the third arbitrator shall be appointed by the China
International Economic and Trade Arbitration Commission, Beijing Branch. The arbitral
award is final and binding upon all parties hereto. In the course of arbitration, the
parties shall continue to perform their respective obligations hereunder, except for
those matters or obligations in dispute that have been submitted for arbitration. |
| 9. | Liability for Breach and Termination of this Agreement |
| 9.1 | Within forty-five days after the Closing hereof and to the extent that the
Transferee has fully paid the Equity Transfer Price to the Transferor, if Datong
Investment fails to complete the formalities in relation to the change of filing for the
Equity Transfer with the industrial and commercial administration department for whatever
reasons, the Transferee shall be entitled to terminate this Agreement unilaterally. If
the Transferee chooses to terminate this Agreement, the parties hereto shall exert their
utmost efforts to restore all issues relating to this Agreement to their original status. |
| 9.2 | Under the circumstance set forth in Article 9.1 above, if the Transferee chooses
not to terminate this Agreement, the parties hereto shall exert their utmost efforts to
complete the formalities in relation to the change of filing for the Equity Transfer
with the industrial and commercial administration department. |
| 9.3 | If the Equity Transfer hereunder cannot be completed due to the occurrence of any
other matters, the parties hereto shall use their best effort to restore all issues
relating to this Agreement to their original status. |
| 9.4 | If any party hereto does not actually perform its obligations hereunder and thus
causes losses to other parties, the breaching party shall indemnify the non-breaching
party against all actual losses suffered by it. |
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| 10. | Miscellaneous |
This Agreement shall become effective once it is signed by the parties hereto. This Agreement
is executed in six originals. Each party shall keep one original, and the remaining originals
shall be used for the completion of change of registration with the industrial and commercial
administration department and other filing procedures of the government. Each original shall
have equal legal effect.
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[The remainder of this page is intentionally left blank. This page is the signature page of the
Share Transfer Agreement by and among Guangdong Meidiya Investment Co., Ltd., Beijing Min Si Xxxx
Xxx Investment Management Co., Ltd. and Xxxxxx Xxx regarding Beijing Fanhua Datong Investment
Management Co., Ltd.]
Guangdong Meidiya Investment Co., Ltd. (Chop)
[Chop affixed]
Legal Representative (or Authorized Representative): /s/ Xxxxxxx Xxx
Beijing Min Si Xxxx Xxx Investment Management Co., Ltd. (Chop)
[Chop affixed]
Legal Representative (or Authorized Representative): /s/ Xxxx Xxxx
Xxxxxx Xxx (Signature): /s/ Xxxxxx Xxx
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