Jilin Kid Castle Educational Investment Development Ltd Equity Transfer Agreement
Jilin
Kid Castle Educational Investment Development Ltd
This
equity transfer agreement is concluded by each following party and signed
in
Changchun city, Jilin province:
Party
A:
1)
Sun ▇▇
▇▇▇▇, company shareholder, legal representative (before the transfer)
(hereinafter Party A1)
2)
▇▇
▇▇▇▇ Ji, company shareholder (hereinafter Party A2)
Party
B:
1)
Shanghai Kid
Castle Educational Software Development Company Limited, company shareholder
after the transfer
(hereinafter Party B1)
2)
Shanghai
Kid Castle Educational Info Constitution Company Limited company shareholder
after the transfer
(hereinafter Party B2)
Whereas:
1)
The
Jilin Kid Castle Educational Investment Development Ltd (hereinafter “Jilin Kid
Castle” or the “company”) established by Sun
▇▇
▇▇▇▇
and
▇▇
▇▇▇▇ Ji
on 4
Sept 2002 is the educational company established according to the law; the
registered capital of the company is RMB2 million, and management scope of
company covers the image design, marketing design, educational teaching software
research and development, consultancy, service, educational investment and
educational administration; the company is registered at 1519
Huoju Road, Changchun Hi-tech Zone, Jilin;
the
shareholders and share proportions are as follows: Sun
▇▇
▇▇▇▇
(Party
A1) : 75%; ▇▇
▇▇▇▇ Ji
(Party
A2) : 25%.
2)
Party
A and Party B negotiate to sign this equity transfer agreement, which states
that Party A shall transfer all its equity of Jilin Kid Castle to Party B
according to the terms and conditions of agreement, and Party B shall agree
to
accept all the equity of Jilin Kid Castle owned by Party A according to the
terms and conditions of agreement; Party B will own all the equity of Jilin
Kid
Castle after implementing this agreement properly and completely.
The
both
parties hereby agree as follows:
Article
1: Transfer Object
1.1
Party
A is the shareholder of Jilin Kid Castle and enjoys all rights of the company
stated by the Company Law, and this transfer has been ratified by the power
authority of Jilin Kid Castle.
1.2
Party
B1 accepts 50% shares of Jilin Kid Castle owned by Party A1; Party B2 accepts
25% shares of Jilin Kid Castle owned by Party A1 and 25% shares owned by
Party
A2, and the total accepted shares are 50%; Party B and the third party specified
by it are entitled to adjust the equity acceptance proportion in the
interior.
1.3
The
both parties agree that Party B is entitled to specify the third party and
its
acceptance proportion unilaterally and notify Party A in written as the
instruction for the consignee to accept all its shares in the company actually
and implement all related rights and obligations agreed in this agreement;
the
written instruction shall be made and mailed to the address of Party A within
18
days upon the signature of this agreement, and the third party shall act
as
Party B of this agreement to be bound by this agreement together with other
parties; the implemented part is binding to the third party, while the third
party has not right to specify others to implement this agreement.
Article
2: Equity Transfer Price and Payment
2.1
Party
B1 and Party B2 shall pay the transfer fee corresponding with the accepted
equity proportion to Party A according to the respective acceptance ratio,
i.e.
the equity transfer fee paid by Party B1 to Party A is RMB4.2 million
×
accepted
equity ratio, while the equity transfer fee paid by Party B2 to Party A is
RMB4.2 million ×
accepted
equity ratio; Party A1 will obtain 75% transfer fee, i.e. RMB3.15 million
for
that, and Party A2 will obtain 25% transfer fee, i.e. RMB1.05 million for
that.
2.2
Party
B shall pay the first equity transfer fee of RMB200000
as the
deposit to Party A at the signature day of this agreement; the both parties
shall prepare and handle the documents required for the work stated in article
5.1.5 within 18 days after the signature of this agreement, and Party B shall
pay the second equity transfer fee of RMB1.9
million;
Party B
shall pay the third equity transfer fee of RMB1
million
within 2
working days after the documents are accepted formally when Party A notifies
to
prepare for the payment within 3 days before all the above-mentioned documents
are submitted to the competent authorities such as educational department
and
industrial and commercial administration; Party B shall pay the forth equity
transfer fee of RMB1.1
million
within 1
working day after all the above-mentioned alteration registration/reference
are
finished and the corresponding licenses and certificates are
issued.
2.3
Payment of Equity Transfer Fee
Party
A
specifies Party B to transfer the above-mentioned equity transfer fee payable
to
the following account or deposit it with cash to the following
account:
Account
Name: ▇▇
▇▇▇▇ Ji
Bank:
China
Construction Bank
Account
Number: 4367
4209 4256 0270 146
Article
3: Transfer and Handover
3.1
Party
A hereby transfers the equity of Jilin Kid Castle and all related rights,
interests and obligations to Party B according to the terms and conditions
stated in this agreement. Party B hereby accepts the equity and all related
rights, interests and obligations transferred by Party A according to the
terms
and conditions stated in this agreement, unless otherwise stated in this
agreement.
3.2
The
four subjects of both parties agree together as follows: the both parties
will
deal with the detailed handover affair of the company and 3 educational
institutions according to the agreement about the time, content and other
aspects: Party A1 and Party A2 specify ▇▇
▇▇▇
(autographical signature of assignee) as the check and handover principal
of
Party A, the company and educational institutions; Party B1 and Party B2
specify
Xu
Xiaosun
(autographical signature of assignee) as the check and handover principal
of
Party B; the handover behaviors of principals specified by the both parties
represent the behaviors of consigner and have the legal
effectiveness.
3.3
Party
A shall prepare the handover list before 15 April 2007 according to the relevant
regulations of this agreement and the detailed contents of agreement appendix,
and the handover principals specified by the both parties shall deal with
the
handover works except that stated in article 3.4 and sign the handover list
together properly and completely. Party A guarantees that the company management
specified shall not invade and occupy the property of the company/three
educational institutions arbitrarily before that.
3.4
Party
A shall deal with the handover work of official seals, licenses and
certificates, relevant accounting books and vouchers, invoices, checks and
the
financial affairs of bank vouchers of the company and three educational
institutions stated in article 4.3 properly and completely according to the
relevant regulations of this agreement and the detailed contents of agreement
appendix within 2 days after receiving the forth equity transfer fee from
Party
B, and the handover principals specified by the both parties shall prepare
and
sign the handover list together. The principals specified by the both parties
respectively in written shall control the keeping and use of the official
seals,
licenses and certificates of the company and three educational institutions,
the
keeping and use of accounting books, vouchers, checks, invoices and bank
vouchers and the financial works such as income and expense together after
the
handover works stated in the above article is completed but before the handover
works stated in this article is completed; the written ratification of Party
B
or the principal specified is necessary in the works except for that required
in
the normal operating and management activity and that required when implementing
the relevant alteration registration/reference work of the company and three
educational institutions agreed in this agreement.
3.5
Party
B is entitled to implement the right/power of shareholder/founder in the
interior according to this agreement, laws and memorandum after the handover
stated in article 3.3 of this agreement is completed but before all the
procedures of company equity transfer and 3 educational institution alteration
is completed.
Article
4: Company Assets, Equities, Investments, Debts or
Liabilities
4.1
For
the detailed category of existing assets, category and amount of loans/debts
and
list of investments of the company, the contingent debts of invested
institutions or the company, the current condition of company customers and
business, company employees, advance expense/expanse receivable (including
tuition) and the detailed information of students list, refer to the appendix
of
this agreement “current conditions list of the company”.
4.2
For
the category and amount of company licenses, certificates and official seals,
the company accounting books, vouchers (including the annual auditing report
original and attached financial statement of each year), invoices, checks,
bank
vouchers, tax returns, the company statement till the end of Feb 2007 (including
but not limited to the balance sheet and income statement of the company),
company systems and regulations, company memorandum (signed by the former
shareholders), resolutions of each board meeting and general meeting of
shareholders, the exterior economic agreements and interior administrative
agreements (such as the labor agreement) of the company, refer to the appendix
of this agreement “list of licenses, certificates, official seals, accounting
books, system documents and agreements”. Party A is entitled to borrow the
above-mentioned documents after the agreement is implemented when there is
the
actual demand.
4.3
The 2
preschools invested fully by the company are Jilin Kid
Castle Double Languages Preschool
and Changchun Kid
Castle Double Languages Preschool,
1 school is Changchun Kid
Castle Children English Training School (these 3 preschools/
school
are
called educational institutions in this agreement); these 3 educational
institutions are the educational institutions established fully and managed
legally by Jilin Kid Castle; for the detailed information such as the
establishing funds and school addresses of 3 educational institutions, refer
to
the appendix of this agreement. For the copy of the school running license
of
private educational institutions and license for private non-enterprise
corporation (or the legal school running license or approval issued by the
local
government) of 3 educational institutions, the list of current conditions
of 3
educational institutions, the list of certificates, licenses, official seals,
accounting books, system documents and agreements of 3 educational institutions
(the detailed content of list shall be confirmed by article 4.1 and 4.2),
refer
to the appendix.
4.4
Party
A promises that contents stated in article 4.1, 4.2 and 4.3 and all the lists
and data provided according to that agreement, the handover list agreed in
the
above articles and the recorded information such as the assets of the company
or
educational institutions are true, precise, complete and timely, and it shall
be
responsible for them.
4.5
If
the specific name or item of above-mentioned appendixes of this agreement
is
inconsistent with the fact (such as the current conditions list of company),
that confirmed by the both parties in written will be referred; Party A shall
provide the above-mentioned appendixes within 8 days after this agreement
is
signed, and these appendixes shall be signed by the principals specified
by the
both parties together; the appendixes are the part of this agreement and
become
effective together with the agreement.
Article
5: Promises
5.1
Party
A hereby promises:
5.1.1
to
be responsible to urge the relevant personnel (except for Party B) to sign
the
legal documents required to transact the alteration of legal
representatives/principals, directors, supervisors, preschool
masters/schoolmaster
of Jilin Kid Castle and 3 educational institutions and provide the data required
by the relevant competent authorities.
5.1.2
to
assist Party B to implement all the rights and obligations related with the
equity transfer and those owned by Party A in the memorandum of Jilin Kid
Castle, recall all the directors and supervisors dispatched to the company
and 3
educational institutions and the legal representatives/principals of educational
institutions, and these positions shall be succeeded by the relevant personnel
dispatched by Party B; this work shall be implemented at the same time according
to the regulation of article 3.3 of this agreement about the handover work,
and
the duty handover will become effective since the handover day.
5.1.3
Party A promises to submit the written confirmation letter issued by Jilin
Building Decoration Group Ltd to Jilin Kid Castle (the content of confirmation
letter is: we have not any loan and debt relationship with Jilin Kid Castle
Educational Investment Development Ltd till some day (15 to 20) of March
2007)
to Party B within 5 days after the signature of this agreement. Moreover,
the
debts of Jilin Kid Castle and 3 educational institutions listed in the appendix
of this agreement and the debts after the equity transfer affair in this
agreement is completed shall be undertaken by Party B according to the law.
The
loan and debt relationship formed in the name of Jilin Kid Castle and 3
educational institutions without the written consent of Party B after this
agreement becomes effective but before all the relevant alteration registration
procedures are completed shall be undertaken independently by Party A according
to the law and agreement. Party A shall undertake the joint liability for
all
the exterior debts and liabilities of the company and 3 educational institutions
occurred before the signature of this agreement but unlisted in the appendix
of
this agreement; if Party B, the company or the educational institution therefore
undertakes the liabilities, Party B, the company or the educational institution
is entitled to claim compensation from Party A.
5.1.4
Party A shall stop implementing the shareholder rights of Jilin Kid Castle
interiorly after the handover is completed according to article 3.3 of this
agreement, unless otherwise stated in this agreement.
5.1.5
to
be responsible to transact the full transfer/alteration registration/reference
affair of shareholders, directors, supervisors, legal representative related
with this equity transfer, the annual inspection/annual auditing of 3
educational institutions, the alteration registration/reference work of legal
representative, preschool
masters/schoolmaster,
directors and supervisors and the signature of all documents required (except
for those to be signed by Party B) at the relevant competent authorities
including the industrial and commercial administration, civil administration
and
education; the above-mentioned work shall be completed properly within 55
days
after the signature of this agreement at latest; if the work is deferred
because
Party B does not implement the relevant obligations, Party B shall undertake
the
breaching liability;
5.1.6
to
be responsible to transact the annual inspection/annual auditing 2006 of
3
educational institutions and guarantee the validity of school running
licenses.
5.2
Party
B hereby promises:
5.2.1
to
support Party A to transact the full transfer/alteration affair of shareholders,
directors, supervisors, legal representative related with this equity transfer,
the annual inspection/annual auditing of 3 educational institutions, the
alteration registration work of legal representative/principal and directors
and
the signature of all documents required at the relevant competent authorities
including the industrial and commercial administration, civil administration
and
education;
5.2.2
Party B or the third party specified satisfies the conditions to accept the
agreement object regulated by the law before transacting the equity alteration
registration and the normal implementation of equity transfer legal procedures
won’t be influenced due to the limitation of the conditions of Party B or the
third party specified itself; while it is excluded if Party B does not satisfy
the above-mentioned conditions but specifies the third party in written,
and the
third party specified by Party B must satisfy the above-mentioned
conditions;
5.2.3
Party B has adequate money to purchase the agreement object and guarantees
to be
able to pay the transfer price according to the regulation of this
agreement;
5.2.4
to
implement all the rights and obligations related with the equity and those
owned
by Party A in the memorandum of Jilin Kid Castle prudently in the interior
before the alteration procedures are completed.
Article
6: Statements and Guarantees
6.1
Party
A hereby makes the following statements and guarantees:
6.1.1
The
company/three educational institutions involved in this agreement are the
company/educational institutions that are founded and established according
to
the local laws or governmental rules and effective and sustaining before
the
annual inspection/annual auditing agreed in article 5.1, and are consistent
with
the laws and regulations upon the registration and the requirement of government
rules.
6.1.2
Party A has the adequate right capacity and behavior capacity to make the
transfer and has taken all necessary steps and actions to implement this
transfer. The company/3 educational institutions have not any activity except
for the normal management activity from the signature date to the handover
complete day.
6.1.3
Party A hereby guarantees and states that Party A is the only owner of
transferred equity and the there is not any dispute on the transferred equity
owned by Party A; any other guarantee, mortgage, pledge, lien or compensation
claim right is not set on the equity to be transferred.
6.1.4
Party A has stated the assets, loans and debts of Jilin Kid Castle/3 educational
institutions faithfully (for the details, refer to the list agreed in article
4), and has not set any guarantee, mortgage, pledge, lien or compensation
claim
right on the assets or loans under the name of the company/3 educational
institutions; i.e. it has the full ownership.
6.1.5
Party A shall neither urge Jilin Kid Castle to transfer the full or part
capital
of invested educational institutions in any mode nor set any mortgage on
the
capital nor change the establishing capital and capital of educational
institutions by any mode without the written consent of Party B before the
content of this agreement is implemented properly; it shall neither decrease
or
be possible to decrease the value of educational institutions (including
the
intangible assets, commodity credit and reputation of the educational
institutions) nor change the current operating status of educational
institutions (including but not limited to the properties and students of
educational institutions), while that resulted from the normal management
of the
company and 3 educational institutions is excluded.
6.1.6
Party A shall implement the following obligation unless with the written
consent
of Party B before the content of this agreement is implemented properly:
(1) it
shall not transfer or set any mortgage or pledge on the assets of 3 educational
institutions; (2) it shall not sign any document or conclude any understanding
to give up the rights of educational institutions; (3) it shall not modify
the
memorandum, systems or similar documents of the educational institutions;
(4) it
shall not sign, supplement or implement any merger or transfer agreement
with
similar ▇▇▇▇▇ or content to this agreement with any third party; (5) it shall
accept the spot check of Party B.
6.1.7
Party A promises there is not any following unlisted affairs: (1) the
educational institutions have not been managed illegally and have paid the
tax
legally; (2) the educational institutions neither have any external
debt/liability nor default any money of staff or students nor have other
significant liability (the economic loss amounts to over RMB20000); (3) it
has
not extracted the capital of educational institutions or embezzled/invaded
and
occupied the capital or other properties of educational institutions (except
for
the normal capital flow among the company and 3 educational institutions);
(4)
the educational institutions have not bee involved into any tortious or
breaching dispute of lawsuit/arbitration mode till the signature
date.
6.1.8
Party A promises and guarantees that Party A shall implement the same
obligations to Party B according to the promise and guarantee contents of
above-mentioned article 6.1.4, 6.1.5, 6.1.6 and 6.1.7.
6.2
Party
B hereby makes the following statements and guarantees:
6.2.1
All
the obligations related with Party B stated in this agreement are binding
to it
before the alteration registration procedure required for the equity transfer
is
completed.
6.2.2
Party B has adequate right and capacity to make the acceptance and has taken
all
necessary steps and actions to implement this transfer.
6.2.3
It
shall neither transfer the equity under the name of Jilin Kid Castle to the
third party nor make the guarantee externally with the properties of company
before the alteration registration procedure required for the equity transfer
is
completed.
6.2.4
Party B is obligated to keep secret for all the information of Party A known
by
Party B in this equity transfer agreement, which includes but is not limited
to
the management condition, financial condition, business secret and know-how,
unless otherwise stated definitely by the law or required compulsively by
the
judiciary authority; it shall not disclose or use the information before
the
equity transfer affair in this agreement is completed, while those required
for
the normal management of the company and 3 educational institutions are
excluded.
6.2.5
Party B shall adopt the unique tone negotiated by the both parties and guarantee
that the commodity credit of Party A won’t be damaged when disclosing or
publicizing the equity transfer affair; Party B shall not disclose any press
or
words about this equity transfer optionally without the consent of Party
A.
6.3
The
statements and guarantees contained in the above-mentioned article 6.1 and
6.2
shall be made on the signature date of this equity transfer
agreement.
Article
7: Expenses Undertaking and Others
7.1
The
administrative fees and statutory expenses due to this equity transfer and
the
alteration registration/reference of educational institutions (including
but not
limited to the alteration registration fee) shall be undertaken by Jilin
Kid
Castle and 3 educational institutions.
7.2
The
party breaching the promise, statement and guarantee or whose promise, statement
and guarantee is untrue, imprecise or incomplete shall undertake the liability
or debt corresponding with the promised, stated or guaranteed contents; if
the
company/educational institutions undertake in advance, the opposing party
or the
company/educational institution are entitled to claim compensation from
it.
7.3
If
the equity transfer alteration procedure of this agreement can not be
implemented continually due to the restriction of national policy and
regulations, the both parties agree to cease the implementation; if the
implementation can not be resumed after 2 months, any party is entitled to
terminate this agreement; the account paid shall be repaid immediately and
completely, and all the received data shall be returned immediately; if the
company and three educational institutions have the loss out of the normal
management activity during the period, it shall be undertaken by Party A
if it
occurs before the handover work stated in article 3.3 is completed, or it
shall
be undertaken by Party B.
Article
8: Breaching Liabilities
8.1
It
will constitute the breach of agreement if any party breaches the promise,
guarantee, limitation or forbidden content of this agreement, and the breaching
party shall pay the penalty to the opposing party based on the standard
equivalent to 20% of total agreement price (i.e. RMB4.2 million), and the
opposing party is also entitled to claim the breaching party to keep
implementing this agreement.
8.2
If
the equity transfer agreed in this agreement can not be completed or 3
educational institutions can not keep running the school legally due to the
cause of Party A, Party A shall pay the penalty based on the standard equivalent
to 20% of total agreement price (i.e. RMB4.2 million) and return all the
money
paid by Party B; if the equity transfer agreed in this agreement can not
be
completed due to the cause of Party B, Party B shall pay the penalty to Party
A
based on the standard equivalent to 20% of total agreement price (i.e. RMB4.2
million) and return the handed-over properties and data.
8.3
It
will constitute the breach of agreement if any party breaches the regulation
of
this agreement and defers implementing the obligations agreed in this agreement,
the breaching party shall pay the penalty of RMB100000 to the opposing party,
and the opposing party is also entitled to claim the breaching party to keep
implementing this agreement; if the deferred implementation exceeds 1 month,
the
opposing party is entitled to cancel this agreement; if the company and three
educational institutions have the loss out of the normal management activity
during the period, it shall be undertaken by Party A if it occurs before
the
handover work stated in article 3.3 is completed, or it shall be undertaken
by
Party B.
8.4
If
the loss of innocent party resulted from the breaching behavior of breaching
party is larger than the penalty, the breaching party shall pay the balance
other than the penalty to the innocent party.
8.5
If
Party B specifies the third party unilaterally as the actual assignee according
to this agreement to implement all the rights and obligations of Party B
in this
agreement and the third party accepts the corresponding shares of the company
actually, it shall not be regarded as the breaching behavior of Party B,
and
Party A shall cooperate in the implementation of relevant
obligations.
Article
9: Preferential Purchase Right of Equity
9.1
The
shareholder Party A2 agrees Party A1 to transfer 50% equity of Jilin Kid
Castle
to Party B1 and 25% equity to Party B2 and gives up the preferential purchase
right of above-mentioned 75% equity.
9.2
The
shareholder Party A1 agrees Party A2 to transfer 25% equity of Jilin Kid
Castle
to Party B2 and gives up the preferential purchase right of above-mentioned
25%
equity.
Article
10: Governing Law and Arbitration
10.1
Governing Law
The
equity transfer agreement shall be only governed by the law of People’s Republic
of China and shall be interpreted according to it, but the conflict law rules
are excluded. If any article or regulation in this agreement is illegal or
invalid wholly or partly according to any law or statute, this
article/regulation or part of it shall not be regarded as a part of this
agreement, and the validity of other part of this agreement won’t be
influenced.
10.2
Arbitration
Any
dispute arising from this agreement or related with this agreement shall
be
solved by the friendly negotiation of both parties; if the negotiation fails,
the arbitration shall be submitted to Beijing Arbitration Commission according
to the regulation of Arbitration Law; the arbitration expense and the expense
to
implement the arbitration (including the witness fee and attorney fee) shall
be
undertaken by the loser, unless otherwise stated in the arbitration verdict;
If
the dispute occurs and is submitted to the arbitration, the both parties
shall
keep implementing the retaining rights and obligations under this agreement
except for the disputed affair.
Article
11: Miscellaneous
11.1
This
agreement will become effective upon the signature day; this agreement is
in
sextuplicate, 4 subjects of Party A and Party B hold one respectively, Jilin
Kid
Castle holds one, and one is used for the industrial and commercial
registration.
11.2
Appendixes: the appendixes and the handover list agreed in article 3 have
the
same legal effectiveness with this agreement.
1)
ID
card copy of Party A and Party B;
2)
the
copy of business license of Party B and Jilin Kid Castle, the resolutions
of each board meeting and general meeting of shareholders;
3)
the
current
conditions list of the company of Jilin Kid Castle, and the list of licenses,
certificates, official seals, accounting books, system documents and
agreements;
4)
the
school running license of 3 educational institutions and license for private
non-enterprise corporation registration, the list of current conditions of
3
educational institutions, the list of certificates, licenses, official seals,
accounting books, system documents and agreements of 3 educational
institutions.
Party
A:
Party
A1:
Sun
▇▇
▇▇▇▇ (Signature),
ID card
number: 220104196405053899
Address:
1519
Huoju Road, Changchun Hi-tech Zone, Jilin, Jilin Building Decoration Group
Ltd
Party
A2:
▇▇
▇▇▇▇ Ji (Signature),
ID card
number: 220104196504051522
Address:
1519
Huoju Road, Changchun Hi-tech Zone, Jilin, Jilin Building Decoration Group
Ltd
Party
B:
Party
B1:
Shanghai Kid
Castle Educational Software Development Company Limited
Legal/Authorized
Representative: Min-Tan
Yang
(Seal
and Signature)
Party
B2:
Shanghai Kid Castle Educational Info Constitution Company Limited
Legal/Authorized
Representative: Min-Tan
Yang
(Seal
and Signature)
Signature
Date: 15 March 2007
Agreement
As
the
fully-owned shareholder of Party C, Party A signed the equity transfer agreement
with Party B on 15 March 2007 about the detailed affair of transferring all
the
equity of Party C to Party B; as the related parties of the equity transfer
behavior, now Party C and the 3 educational institutions (Party D) conclude
the
supplementary agreement for the equity transfer agreement as follows with
Party
A and Party B based on the negotiation:
1.
Party
C and Party D confirm all contents of the above-mentioned equity transfer
agreement and do their best to support Party A and Party B to implement the
relevant power/right and each obligation according to the above-mentioned
agreement; they also issue the relevant documents required to realize the
equity
transfer and relevant alteration and implement the relevant alteration
registration obligation.
2.
Party
C and Party D promise and guarantee to abide by the article 1, 3.2, 3.3,
3.4,
3.5, 4, 5.1, 6.1.3, 6.1.4, 6.1.5, 6.1.6, 6.1.7, 6.1.8, 7 and 10 of the
above-mentioned equity transfer agreement and agree to undertake the liability
for the promise and guarantee according to article 8 of this
agreement.
3.
Party
A, Party B, Party C and Party D confirm together this supplementary agreement
is
the supplementary of above-mentioned equity transfer agreement, which are
binding to Party A, Party B, Party C and Party D; the unstated affairs in
this
supplementary agreement shall be implemented according to the corresponding
articles of equity transfer agreement.
4.
This
supplementary agreement will become effective upon the signature date; this
agreement is in septuplicate, each of the 5 subjects of Party A, Party B
and
Party C holds one, Party D holds one, and Jilin Kid Castle keeps one for
reference.
Party
A:
Party
A1:
Sun
▇▇
▇▇▇▇ (Signature),
Party
A2:
▇▇
▇▇▇▇ Ji (Signature)
Party
B:
Party
B1:
Shanghai Kid
Castle Educational Software Development Company Limited
Legal/Authorized
Representative: Min-Tan
Yang
(Seal
and Signature)
Party
B2:
Shanghai Kid Castle Educational Info Constitution Company Limited
Legal/Authorized
Representative: Min-Tan
Yang
(Seal
and Signature)
Party
C:
Jilin
Kid Castle Educational Investment Development Ltd (Seal and Signature)
Legal/Authorized
Representative:
Party
D:
Jilin
Kid
Castle Double Languages Preschool
(Seal
and Signature)
Changchun
Kid Castle Double Languages Preschool
(Seal
and Signature)
Changchun
Kid
Castle Children English Training School (Seal and Signature)
Signature
Date: 15 March 2007