股权并购协议英文版.doc

Equity Transfer Agreement in respect of CO.,LTD.between CO., LTD.(“Transferor”)and LTD.(“Transferee”) Dated this day of 2006This Agreement is made this day of 2006 by and between: Co. Ltd., a company established in the Peoples Republic of China whose registered office is located at (hereinafter referred to as “Transferor”) Ltd., a company established in Hong Kong whose registered office is located at (hereinafter referred to as “Transferee”)Whereas:1. CO.,LTD.(hereinafter referred to as the “Joint Venture”), a Sino-foreign joint venture established in the Peoples Republic of China whose registered office is located at , whose investors are respectively:(A)The Transferor, who holds 45% equity of the Joint Venture; and (B)The Transferee, who holds 55% equity of the Joint Venture.2.The Transferor agrees to transfer its equity interest in the Joint Venture to the Transferee pursuant to the provisions of this Agreement.The terms of this Agreement are as follows:1. Interpretation（A） Definitions“Transferors equity interest in the Joint Venture”refers to the Transferors capital contribution to the Joint Venture and all the rights enjoyed by the Transferor in the Joint Venture in accordance with such capital contribution.“Equity Transfer stipulated in this Agreement”refers to the transfer of equity interest held by the Transferor in the Joint Venture to the Transferee pursuant to the provisions of this Agreement.（B） Other interpretationsThe headings in this Agreement are for ease of reference only and shall not affect the interpretation of the contents of this Agreement.2. Equity Transfer（A） The Transferor agrees to transfer all its 【】% equity interest in the Joint Venture to the Transferee on the date that this Agreement takes effect.（B） The Transferee agrees to take the transfer of the Transferors【】% equity interest in the Joint Venture pursuant to the provisions of this Agreement on the date that this Agreement takes effect.3. Equity Price and Payment （A） The Parties hereto agree that the Transferee shall, for the price of United States Dollars 【】 Only (US$【】million) (“Transfer Price”), receive the Transferors equity interest in the Joint Venture, and such Transfer Price already includes all the monies which shall be paid by the Transferee to the Transferor pursuant to the equity transfer stipulated in this Agreement. （B） The terms of payment of the Transfer Price shall be as follows:(1)20% of the Transfer Price shall be paid within five (5) working days from the receipt of the respective resolutions of the Board of Directors of the Transferor and the Transferee; (2)70% of the Transfer Price shall be paid within five (5) working days from the receipt of the relevant government approvals (including but not limited to (i) the approvals of the Board of Directors and shareholders of the Transferor and (ii) the examination and approval of the relevant government of the State and Beijing Municipality;(3)the remaining balance of the 10% of the Transfer Price shall be paid within five (5) working days from the date of issue of TZMs new business licence for foreign-owned enterprise. 4. Delivery of Equity The Parties hereto agree that the handover date of equity interest shall be the day after this Agreement has become effective. On the handover date, the authorised representatives of the Parties shall complete the formalities for change of registration with the Administration for Industry and Commerce in Beijing according to law, and shall obtain the business license for wholly foreign-owned enterprises within 10 days after this Agreement has taken effect.5. Joint Venture Contract and Articles of Association of the Joint Venture （A） At the same time of signing of this Agreement, the Transferor and Transferee shall, in respect of the equity transfer stipulated in this Agreement, jointly sign the Termination Agreement to terminate the Joint Venture Contract of the Joint Venture (see Appendix 1 of this Agreement). （B） After approval by the original examination and approval authority, the Articles of Association of the wholly foreign owned enterprise submitted by the Transferee shall replace the Articles of Association of the Joint Venture. 6. Representations and Warrants （A） The Transferor represents and warrants that: （1） The Transferor is a company validly existing under the laws of the Peoples Republic of China which enjoys the absolute rights and has obtained all the authorisations to enter into and perform this Agreement. （2） The Transferor has fully paid up its due portion of the capital contribution to the Joint Venture pursuant to the provisions of the Joint Venture Contract of the Joint Venture. （3） The Transferor has the complete, independent, and legitimate right of disposal of its equity interest in the Joint Venture prior to the taking effect of this Agreement; and its equity interest in the Joint Venture is free of any legal defects or restrictions prior to the taking effect of this Agreement. （4） The Transferor has already obtained the following approvals and consents prior to the signing of this Agreement: （i） The Board of Directors of the Transferor has approved the equity transfer stipulated in this Agreement, and the Transferor has obtained such resolution of the Board of Directors. （ii） The Board of Directors of the Joint Venture has approved the equity transfer stipulated in this Agreement, and the Transferor has obtained such resolution of the Board of Directors. （5） Any written document or information submitted by the Transferor hereunder is true, complete, legal, and valid. （6） The Transferor is not aware of any fact which is detrimental to the equity transfer stipulated in this Agreement but which has not been disclosed to the Transferee. （B） The Transferee represents and warrants that: （1） The Transferee is a company validly existing under the laws of Singapore which enjoys the absolute rights and has obtained all the authorisations to enter into and perform this Agreement. （2） Any written document or information submitted by the Transferee hereunder is true, complete, legal, and valid. （3） The Transferee has already obtained the following approvals and consents prior to the signing of this Agreement: (i)The Board of Directors of the Transferee has approved the equity transfer stipulated in this Agreement, and the Transferee has obtained such resolution of the Board of Directors. (ii)The Board of Directors of the Joint Venture has approved the equity transfer stipulated in this Agreement, and the Transferee has obtained such resolution of the Board of Directors. The aforesaid representations and warrants shall remain fully binding and valid after the signing of this Agreement. 7. Obligations of the Parties （A） Obligations of the Transferor:（1） The Transferor agrees to write-off the rent receivable owed by TZM up to the end of February 2004 totalling RMB 698,765; （2） The Transferor agrees to waive the rent payable by TZM for the period from March 2004 to 15th August 2004 as stipulated in the existing tenancy agreement. Therefore, the Transferor will not issue the quarterly invoice for rent payable during the said period to TZM; （3） The Transferor agrees to deliver the equipment (see the lists in Appendix 2 for details) to TZM for the consideration of US$1.00; and （4） The Transferor agrees to use its best endeavour and take all necessary actions to ensure that TZM is changed from a Sino-foreign joint venture to a wholly-owned enterprise, including but not limited to: (a) signing relevant documents such as the Equity Transfer Agreement, Termination Agreement, and Board of Directors Resolutions, and submit the same to the examination and approval authority for approval; (b) procuring that TZM shall obtain the business license for wholly-owned enterprise. （5） The Transferor shall promptly inform the Transferee of any matter detrimental to the taking effect of this Agreement which has occurred or may occur and which the Transferor has become aware of during his handling and prior to the completion of the legal procedures stipulated in the foregoing clause. （B） Obligation of the Transferee: to ensure that TZM shall surrender the PTV production line and auxiliary equipment (see the lists in Appendix 3 for details) in the TZM factory to the Transferor. （C） The Parties shall promptly provide any document or information which is required for handling and completing the legal procedures which render this Agreement effective unless such documents or information are not obtainable based on the objective judgement of the Parties. （D） Neither of the Parties hereto shall hinder or passively treat the handling and completion of the legal procedures for the taking effect of this Agreement. 8. Default（A） In the event of any of the following: （1） non-payment: if the Transferee is unable to make full payment according to the deadline stipulated in clause 3(B) hereof;（2） violation of obligation: either Party hereto is in violation of the obligation stipulated in Clause 7 hereof; （3） violation of representations and warrants: either Party hereto is in violation of the representations and warrants stipulated in Clause 6 hereof; （4） termination of contract: either Party hereto arbitrarily terminates this Contract without obtaining the other partys written confirmation or consent; （5） violation of other businesses: either Party hereto is in violation of other clauses of this Agreement and fails to correct the same within 10 days after the other party has given a written notice. then the defaulting party shall fully compensate the non-defaulting party for all losses arising from its default, including but not limited to all the expenses and costs incurred by the non-defaulting party for arranging for the signing and performance of this Agreement. （B） The following situations shall not be deemed as default: （1） Any clause of this Agreement cannot be performed due to force majeure events; （2） The examination and approval authority or registration authority of the Joint Venture rejects the approval or registration of this Agreement for reasons other than the willful act or fault of either Party; （3） Any act which has been unanimously agreed by the Parties hereto. 9. Taxes, Expenses, and Costs （A） The stamp duty arising from the signing and performance of this Agreement shall be equally shared by the Parties hereto, and other taxes shall be respectively borne by the Transferor and the Transferee. （B） All the expenses or costs incidental to the signing and performance of this Agreement shall be borne by the Transferor. 10. Conditions for the Taking Effect of this Agreement This Agreement shall take effect subject to the signing and affixing of chops by the Parties and their respective obtaining of the approval of the Board of Directors / Shareholders Meeting and the approval of the original examination and approval authority (whichever comes later).11. Amendments to this AgreementAny amendment to this Agreement shall take effect subject to the signing of a written agreement by the Parties.12. Applicable Law and Jurisdiction （A） The conclusion, validity, interpretation, performance, and resolution of disputes in relation to this Agreement shall be governed by the laws of the Peoples Republic of China. （B） Any disputes arising from the execution of, or in connection with this Agreement shall be settled through friendly negotiation between the Parties. In case no settlement can be reached through negotiation, either Party may submit the case to the China International Economic & Trade Arbitration Commission (hereinafter referred to as the “Arbitration Commission”) for arbitration in accordanc