Zhanhua Jiutai Gas Co., Ltd. Equity Transfer Agreement
Zhanhua
Jiutai Gas Co., Ltd.
This Agreement is entered by
and between the Transferors and Transferee in _____ (place) on the day
of December
12，2009.
Transferors:
（1） Deqiang
Song, ID Number:▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇，
Address:_____________；
（2） Runfa Zheng, ID
Number:▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇，Address:________________；
（3） ▇▇▇▇ ▇▇▇▇，ID
Number:302301520829074 ，Address:__________________；
（4） ▇▇▇▇▇▇ ▇▇▇，ID
Number:▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇，Address:__________________；
（5） ▇▇▇▇▇▇▇ ▇▇▇▇，ID
Number:▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇，Address:________________。
Transferee:
Qinhuangdao
Chensheng Gas Co., Ltd.
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Address:
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Postcode：____________
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Legal
Representative: Dunhong Shi
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Position：_____________
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（"Transferors" and
"Transferee", hereinafter are referred to as collectively "Parties", or
individually "Party".）
The
Company:
Zhanhua
Jiutai Gas Co., Ltd. (hereinafter referred to as “Jiutai” ), a limited liability
company established and existing under Chinese laws with the registered address
in _______________, it’s legal representative _______.
1
Whereas:
（1） Mr. Deqiang Song,
one of the Transferors, holds 40% equity of Jiutai;
（2） Mr. Runfa Zheng,
one of the Transferors, holds 20% equity of Jiutai;
（3） Ms. ▇▇▇▇ ▇▇▇▇,
one of the Transferors, holds 20% equity of Jiutai;
（4） ▇▇. ▇▇▇▇▇▇ ▇▇▇,
one of the Transferors, holds 10% equity of Jiutai;
（5） ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇,
one of the Transferors, holds 10% equity of Jiutai;
（6） The registered
capital of Jiutai is Renminbi Five hundred thousand Yuan; and
（7） Transferee agrees
to purchase all equity of Jiutai held by Transferors .
Pursuant
to the "Company Law of the People's Republic of China", The "Agreement Law of
the People's Republic of China " and other applicable laws and regulations and
the relevant provisions of the Articles of Association of Jiutai, Transferors
and the Transferee, after good faith consultations, conclude this Agreement
regarding share transfer as follows:
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1、
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Transferred
Equity
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1.1
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Transferors
jointly and severally agree to sell all equity of Jiutai held by all the
Transferors (hereinafter referred to as "Transferred Equity ") to the
Transferee.
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Mr.
Deqiang Song agrees to sell the 40% equity of Jiutai which he duly holds to the
Transferee;
Mr. Runfa
Zheng agrees to sell the 20% equity of Jiutai which he duly holds to the
Transferee;
Ms. ▇▇▇▇
▇▇▇▇ agrees to sell the 20% equity of Jiutai which she duly holds to the
Transferee;
▇▇.
▇▇▇▇▇▇ ▇▇▇ agrees to sell the 10% equity of Jiutai which he duly holds to the
Transferee;
2
▇▇.
▇▇▇▇▇▇▇ ▇▇▇▇ agrees to sell the 10% equity of Jiutai which he duly holds to the
Transferee;
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1.2
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Transferee
agrees to buy all equity of Jiutai from all the
Transferors.
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Transferee
agrees to buy 40% equity of Jiutai from Mr. Deqing Song, which he duly
holds;
Transferee
agrees to buy 20% equity of Jiutai from Mr. Runfa Zheng, which he duly
holds;
Transferee
agrees to buy 20% equity of Jiutai from Ms. ▇▇▇▇ ▇▇▇▇, which she duly
holds;
Transferee
agrees to buy 10% equity of Jiutai from ▇▇. ▇▇▇▇▇▇ ▇▇▇, which he duly
holds;
Transferee
agrees to buy 10% equity of Jiutai from ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇, which he duly
holds.
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1.3
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The
Transferee shall have all shareholder rights, undertake obligations and
responsibilities of shareholder in accordance with applicable Chinese laws
and the provisions of the Articles of Association of
Jiutai.
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2、
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A
precondition of the transfer of
equity
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2.1
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The Parties agree that the
following conditions shall be satisfied prior to the selling of equity by
the Transferors, the buying of equity by the Transferee and performance of
the transferred equity delivery by the
Parties:
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（1）all necessary
permissions, instructions, consents, licenses, approval or authorization,
related to the legality, validity or enforceability of the selling of the
transferred equity, buying of the transferred equity, issued by the relevant
government authorities, departments or other organizations have been obtained or
made;
3
（2）all the necessary
procedures, formalities and procedures related to the selling and buying the
transferred equity have been completed or performed.
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2.2
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The
Transferee may, at any time by writing to waive any of the above
preconditions, and such waiver may be based on the terms and conditions
which the Transferee
determines.
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2.3
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The
Parties agree that except otherwise agreed in this Agreement, the
Transferee shall be entitled to terminate this Agreement unilaterally
without any liability of breach of Agreement if some or all of the
preconditions are still unable to be satisfied before the completion of
transferred equity delivery. If the Transferee suffers from loss hereby,
the Transferors shall compensation such losses to the
Transferee.
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3、
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Transfer
price and Time of payment
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3.1
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The
Parties agree that the transfer price is based on the appraisal report
issued by the accounting firm which is properly qualified and designed by
the Transferee and approved by the Transferors. The base date of the
evaluation is September 30, 2009. The Parties agree that the price of the
100% transferred equity is Renminbi sixteen million five hundred thousand
Yuan (hereinafter referred to as "total transfer price") and the
installment method of payment. The payment shall be made in Renminbi under
this Agreement and be paid within the territory of the People's Republic
of China.
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3.2
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Payment
Schedule
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The
Parties agree that the total transfer price shall be paid according to the
following Payment Schedule upon the approval of the three evaluation reports
mentioned in the Article 3.1 3 by the board of directors of the
Transferee:
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3.2.1
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The
amount of the first installment is 58% of the total transfer price,
Renminbi Nine million five hundred thousand Yuan. The Transferee shall
make the first installment payment to the Transferors within 13 working
days as of the effective day of this
Agreement.
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4
To pay
Renminbi three million eight hundred thousand Yuan to Mr. Deqiang Song, one of
the Transferors;
To pay
Renminbi one million nine hundred thousand Yuan to Mr. Runfa Zheng, one of the
Transferors;
To pay
Renminbi one million nine hundred thousand Yuan to Ms. ▇▇▇▇ ▇▇▇▇, one
of the Transferors;
To pay
Renminbi nine hundred fifty thousand Yuan to ▇▇.▇▇▇▇▇▇ ▇▇▇, one of the
Transferors;
To pay
Renminbi nine hundred fifty thousand Yuan to ▇▇.▇▇▇▇▇▇▇ ▇▇▇▇, one of the
Transferors.
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3.2.2
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The
Parties agree that, the Transferors shall complete all of the following
procedures within 10 working days as of the date of the first installment
payment; otherwise, the Transferee shall have the right to refuse to make
the second installment
payment:
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（1） the Transferors
increase the registered capital of Jiutai to not less than Renminbi five hundred
million Yuan on their own expenses and complete the update of the registration
with the local Industrial and Commercial department.
（2） the Transferors
actively coordinate with the government relations to obtain a written
confirmation from the supervisory departments of Zhanhua government,
and
（3） The Transferors
shall release a public statement in the local media ________ ,where Jiutai is
located, to announce that the Transferors and Jiutai have no any ongoing
litigation, arbitration cases (including under implementation), no any
circumstance of seal-up, freezing or seizure of possession or other judicial
enforcement situation, and no any disputes or potential disputes which may cause
litigation or arbitration. Meanwhile, there is no any outstanding guaranty
provided by Jiutai for any other person/entity. Before the completion of the
transferred equity delivery, all rights and obligations of Jiutai transfer to
the Transferors, the Transferors jointly and severally have the rights and take
the obligations, except the business that the Agreement for exploitation is
signed but no any receivables is collect yet.
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（4） All of the update
registration procedures relating to the equity transfer include, but not limited
to, the update registration with the Industrial and Commercial department and
other relevant update registration required by other authorities;
（5） Completion of
delivery of transferred equity.
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3.2.3
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Transferors
jointly and severally acknowledge that the percentage of the equity held
by each Transferors will remain the same after the registered capital of
Jiutai is increased to not less than Renminbi five million Yuan. The
Parties agree that each Transferor will go on to transfer all of their
equity to the Transferee after completion of the update registration of
the aforementioned increase of the registered capital. The provisions of
this Agreement related to the transfer of equity between the Parties shall
apply to transfer of equity after the aforementioned capital
increase.
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3.2.4
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The
Transferee acknowledges that the registered capital increase described in
the Article 3.2.3 will not lead to any liability of Jiutai
occurred.
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3.2.5
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The
amount of the second installment payment is 36%of the total transferred
price, that is, Renminbi six million Yuan. The preconditions to make the
second installment payment are as
follows:
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（1）
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All
preconditions for the first installment payment have been met without any
losses to the normal operations of
Jiutai.
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（2）
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The
second installment payment is completed within the sixth month as of the
date of the first installment
payment.
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6
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（3）
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The
Transferors assist Jiutai to pass a comprehensive inspection of all of its
gas stations and pipe network and to obtain a passed inspection report
issued by the supervisory
department.
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To pay
Renminbi two million four hundred thousand Yuan to Mr. Deqiang Song, one of the
Transferors;
To pay
Renminbi one million two hundred thousand Yuan to Mr. Runfa Zheng, one of the
Transferors;
To pay
Renminbi one million two hundred thousand Yuan to Ms. ▇▇▇▇ ▇▇▇▇, one of the
Transferors;
To pay
Renminbi six hundred thousand Yuan to ▇▇.▇▇▇▇▇▇ ▇▇▇, one of the
Transferors;
To pay
Renminbi six hundred thousand Yuan to ▇▇.▇▇▇▇▇▇▇ ▇▇▇▇, one of the
Transferors.
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3.2.6
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The
amount of the third installment payments is 6% of the total transfer
price, that is, Renminbi one million Yuan. In order to ensure the smooth
transition of Jiutai and the stability of the project operations, the
Transferee will keep the third installment payment as a transfer deposit,
which will be paid to the Transferors within the twelfth month after the
completion of delivery of the transferred
equity.
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To pay
Renminbi four hundred thousand Yuan to Mr. Deqiang Song, one of the
Transferors;
To pay
Renminbi two hundred thousand Yuan to Mr. Runfa Zheng, one of the
Transferors;
To pay
Renminbi two hundred thousand Yuan to Ms. ▇▇▇▇ ▇▇▇▇, one of the
Transferors;
To pay
Renminbi one hundred thousand Yuan to ▇▇.▇▇▇▇▇▇ ▇▇▇, one of the
Transferors;
To pay
Renminbi one hundred thousand Yuan to ▇▇.▇▇▇▇▇▇▇ ▇▇▇▇, one of the
Transferors.
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3.3
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The
Transferors jointly and severally agree that when the Transferee makes
payment to the Transferors, the Transferee is entitled to deduct any of
the remaining payables (if any) owed by the Transferors on its own
discretion without any prior consent of the
Transferors.
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4.
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Adjustment
of Transfer Price
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4.1
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The
Transferors jointly and severally acknowledge that the Transferors shall
separate the surplus land from Jiutai on their own expenses, except the
land underlying all of the comprehensive office buildings of Jiutai and
the gas station sites run by Jiutai (see detailed list in Annex I to this
Agreement, "details of the land required by Jiutai for gas station
sites"), or assist the Transferee to sign a land lease Agreement with the
government. Notwithstanding the foregoing provision, the Transferee agrees
to take the land transfer fees charged by the state in the course of the
aforementioned separation of the land underlying the gas station sites
required by Jiutai. If the Transferors fail to fulfill the foregoing
obligations before the second installment payment, then the Transferee is
entitled to reduce the amount of 500,000 Yuan from the total transfer
price or to request Renminbi 500,000 Yuan as compensation of breach of
Agreement from the Transferors.
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4.2
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The
Transferors jointly and severally undertake to be responsible for jointly
selected by the first two industrial users to complete and sign the
pipeline gas supply Agreement in accordance with requirements of the
Transferee on the earlier date of the 90th day as of the first installment
payment and the day of the second installment payment. If the Transferors
fail to fulfill the foregoing obligations before the second installment
payment, then the Transferee is entitled to reduce the amount of 500,000
Yuan from the total transfer price or to request Renminbi 500,000 Yuan as
compensation of breach of Agreement from the
Transferors.
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4.3
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Transferors
jointly and severally undertake to ensure before the completion of the
delivery that: the stability of the personnel of Jiutai so that no new
additional staff, salary adjustments or other changes shall occur except
staff and salary contained in the "list of company personnel and salary
details" (see annex II to this Agreement, the "list of company personnel
and salary details"); the stability of the debt of Jiutai so that no new
engineering advances and payables except that contained in the "
Obligations transfer list" (see Annex III to this Agreement, the
"Obligations transfer list"). The Transferee is entitled to deduct the
losses of Jiutai from the outstanding total transfer price if the
Transferors breach the aforementioned
guaranty.
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5、
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Corporate
Operation before the completion of equity
transfer
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5.1
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The
Transferors jointly and severally agrees that Jiutai and the Board of
Directors appointed by it shall ensure that: first, business operation of
Jiutai will be carried on in accordance with the normal and prudent
principles; second, the Company and its Board of Directors shall not deal
with or shall deal with (or allow to deal with) any (those things that
shall be done or not be done during the normal operation) important
actions or matters. Moreover, without a written consent from the
Transferee in advance before the completion of the equity transfer, the
Transferors shall, in particular (but not limited to the general
applicability of the statement mentioned above), ensure that Jiutai shall
not:
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（1） Issue or agree to
issue any shares or loan capitals, or; offer or agree to offer or withdraw any
option of purchase, or; amend any existing articles concerning the acquisition
or subscription of the option or right of any shares or loan
capital;
（2） Make a loan or do
fundraising;
（3） Terminate any
Agreements, arrangements or Agreements of great value, or; waive any rights of
great importance.
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（4） Expose any part
of the business operations, properties or assets to mortgages, claims, liens,
pledges, charges and other obligations (whatever the nature or whether they are
similar to those mentioned above), or; create or allow any mortgages, claims,
liens, pledges, charges and other obligations (whatever the nature or whether
they are similar to those mentioned above) in relation with the above mentioned
items, with the exception of liens of no significant value resulting from the
legislation
（5） Give any
promises, assurances, guarantees or pledges to any third Party;
（6） Dispose or agree
to dispose any assets of great value; or acquire or agree to acquire any assets
of great value
（7） Dispose any
ownership, right of holding, keeping or controlling any corporate documents,
account books, lists or records
（8） Register a
compromise, a mediation, an extrajudicial settlement, termination of a
Agreement, exemption from an obligation in any major civil or criminal suits,
litigations or any other legal procedures or concerning any major duties,
claims, litigations, pleas or disputes, or; waive any rights in relation to the
above mentioned situations (unless the rights are made or waived in general or
normal business operation)
（9） Release the
debtor from his debt owed to Jiutai, reach a compromise with the debtor or
cancel any major payment from the account, unless the action is subject to its
general or normal business operation;
（10） Assign or agree
to assign the ownership or possession of any part of the entire assets of
Jiutai, or lease any real estate or possessions, or;
（11） Cancel any
current effective insurance policy or accelerate avoidance of the policy, or
violate any regulations under the insurance policy
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6、
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Matters
before completion of equity
transfer
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6.1
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The
Parties agree that a project team will be formed within five working days
after the execution of this Agreement. The team consists of 4 people, and
the Transferors and Transferee will severally assign two people of their
own. The project team will facilitate the operation and management of
Jiutai, and understand, improve and take over its business operations
gradually.
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6.2
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During
the process of verifying assets and businesses of Jiutai, should the
project team find any items not in compliance with Assets Confirmation
List (please refer to the Attachment 4 below), it can notify both Parties
at any time. The two Parties will adjust the price of transfer upon
negotiation. Should the two Parties cannot reach an Agreement on the
adjustment of the price of transfer, then they shall entrust a
professional appraisal institution to assess the value of relevant assets.
Both Parties agree to adjust the price of transfer based on the result of
assessment. Each Party will share 50% of the assessment
fee.
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6.3
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The
project team will be at work for ten working days. During the period, if
the Transferee cannot make the first installment in accordance with the
Agreement or the Transferors causes a significant impact on the business
operation of Jiutai due to its false reports or data, the Agreement will
be terminated automatically and the project team will be dismissed
unconditionally.
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6.4
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The
Transferors shall pay up the entire amount due to be executed before the
completion of equity transfer at its own cost, or transfer the amount to
Transferors with consent from relevant creditors. After the completion of
equity transfer, Jiutai shall be responsible for the amount due in the
construction Agreement signed by it. Despite of the above-mentioned
Agreement, the payment to be charged in the development Agreement signed
before the completion of the equity transfer still belongs to
Jiutai.
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7、
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Completion
of equity transfer
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7.1
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The
Parties agree that they will establish a “transfer team” to complete the
equity transfer of Jiutai within ten working days upon the completion of
the first installment. The day when “transfer team” is established is the
delivery day.
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7.2
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The
Transferors shall prepare a list of transfer for the “transfer team”. The
list shall show all the assets, corporate books required by the law,
account books, documents, Agreements, and Agreements and so
on.
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7.3
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The
term of transfer for the project team is ten working days. During the
period, if the Transferee cannot make the first installment in accordance
with the Agreement or the Transferors causes a significant impact on the
business operation of Jiutai due to its false reports or data, the
Agreement will be terminated
automatically
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7.4
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To
facilitate the equity transfer, the Transferors shall present the
following documents to the
Transferee:
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（1） All the orders,
licenses, Agreements issued by organs of authority on selling or buying the
transferred equity or certified copies that have been approved.
（2） Certificates of
shares on the equity transfer (including register of shareholders of
Jiutai)
（3） Letters of
resignation from all the current directors of Jiutai. It should be confirmed
that none of these letters of resignation have involved Jiutai in any requests
(whether it is about compensation for resignation or any other reasons). The
resignation shall be effective upon the delivery day.
（4） Confirmation
letters of senior officers of Jiutai to confirm that none of the officers have
requests for the Company (whether it is about compensation for resignation or
any other reasons).
（5） Certificates that
prove property right alteration registration procedures concerning the selling
and buying of transferred equity have been finished properly
（6） Certificates that
prove existing bank accounts of Jiutai have been rendered void and new
authorization orders have been issued to personnel appointed by the
Transferee
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（7） Certificates of
property right of the assets
（8） Certificates of
debit and credit sides of accounts issued by each bank serving Jiutai by the
time of closing as of the day of completion of the delivery.
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7.5
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Both
Parties agree that the transfer shall be deemed to be completed upon the
day when the Transferee confirms that the “transfer team” has completed
its work and the Transferors have fulfilled its obligations under Article
7.4.
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8、
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Commitment
and guarantee
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8.1
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The
Transferors jointly and severally commits and guarantees
that:
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8.1.1
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The
Transferors legally owns 100% of the equity of Jiutai. Should any third
Party raise requests to the Transferee for ownership or interest of the
equity, the Transferors shall bear full responsibility and compensate the
Transferee for any loss incurred
hereof.
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8.1.2
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The
equity to be transferred by the Transferors shall not subject to any other
rules and regulations beyond the ones stipulated expressly in this
Agreement. Should any third Party produce effective evidence that the
transfer by the Transferors subjects to other rules and regulations, the
Transferors shall bear full responsibility and compensate the Transferee
for any loss incurred hereof.
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8.1.3
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Upon
the execution of the Agreement, no third Party has access to the equity
acquired by the Transferee, its subsidiary rights and interests or those
to be generated from the
equity.
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8.1.4
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Individual
income tax of the revenue generated from the equity transfer shall be
borne by the Transferors, who shall pay tax to the local tax bureau and
submit copies of certificate of tax payment to the
Transferee.
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8.1.5
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Jiutai
is established and exists in accordance with Chinese
laws.
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8.1.6
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Jiutai
owns and has acquired all the effective authorization letters, licenses,
approvals and permits to manage existing assets and carry out all the
business operations (See Annex V "The production and operation information
of Jiutai"). The above-mentioned documents have been registered and
recorded in relevant departments in accordance with effective rules and
regulations.
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8.1.7
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Except
written disclosure to the Transferee, the assets of Jiutai do not subject
to any guarantees or any right of third Party or any other limitations
that might affect the execution of rights concerning the above-mentioned
assets or interests. As of the execution day of the Agreement, nobody will
execute or claim to execute any rights that might significantly affect the
conditions of the transferred assets, or raise any disputes directly or
indirectly involving the transferred
assets.
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8.1.8
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Upon
execution by both Parties, the Agreement will be binding upon the
Transferors.
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8.1.9
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Except
written disclosure to the Transferee, the assets do not subject to any
litigations, arbitrations or administrative procedures involving any other
enterprises or its
subsidiaries.
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8.1.10
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Except
explicit disclosure, the transferred assets of Jiutai do not subject to
any other loans to be paid or debts of any
forms.
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8.1.11
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Before
the execution day of the Agreement, no written notice from creditors that
will make a mandatory disposal of assets of
Jiutai.
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8.1.12
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As
of the execution day of the Agreement, as far as the Transferors knows, no
major accidents occur or based on rational judgment might occur to the
existing business, finance or
operation.
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8.1.13
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The
Assets Confirmation List (please refer to the Annex 4 below) provided by
Transferors to Transferee is true, accurate and
complete.
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8.1.14
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On
the base day of assets appraisal, Jiutai has effective and tradable
ownership in all the fixed assets stipulated in Assets Confirmation List,
including but not limited to all the machines, constructions, on-going
projects, gas pipeline, land and other fixed and current assets. Moreover,
it is still entitled to effective and tradable ownership in the
above-mentioned assets and all the acquired assets upon the delivery
day.
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14
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8.1.15
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Upon
the delivery day, major assets in operation of Jiutai shall be in good
condition and comply with normal standards of gas industry after
periodical and proper
maintenance.
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8.1.16
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The
operation of Jiutai has never gone against rules and regulations of China,
never received any written notice from relevant management or public
service department that indicates authorization, license, approval and
permit awarded to the target company before have been revoked due to its
delinquent behaviors and the revocation of the above-mentioned documents,
compliance with relevant regulations or remedial measures adopted have
seriously affected the business operation of the target
company.
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8.1.17
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The
Obligations Transfer List (please refer to Annex 3) provided by
Transferors to Transferee is true, accurate and
complete.
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8.1.18
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Before
the delivery day, all the debts owed by Jiutai have been shown in the Debt
Transfer List (please refer to Attachment 3), including but not limited to
the amount owed to the original shareholders, the amount payable to
suppliers and construction teams, salaries and benefits payable to
employees, taxes payable to tax bureau and so on. The above-mentioned
debts have been paid up by the Transferors at its own cost or transferred
to the Transferee with consent from relevant
creditors.
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8.1.19
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Except
for debts shown in the Debt Transfer List (please refer to Annex 3), there
is no other debt owed by Jiutai before the Delivery
day.
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8.1.20
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The
Transferors will negotiate with the Transferee on matters concerning
equity transfer not mentioned herein in accordance with Chinese rules and
regulations.
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8.1.21
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The
Transferors shall be responsible for the above-mentioned statement and
guarantee. Should it go against either of the above articles, the
Transferee reserves the right to deduct RMB Two million from the entire
price of transfer.
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8.1.22
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The
Transferors jointly confirms that the Transferee signs the Agreement based
on trust in every
guarantee.
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15
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8.1.23
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Should
the Transferee has proper reason to believe a potential violation of the
guarantee, within three years after the completion of the transfer, the
Transferee, its counselors and representatives reserve the right to
require the Transferors to offer all the facilities (in particular, the
access to all the financial records and other documents of the
Transferors) so that the Transferee can confirm whether a violation has
occurred to the relevant
guarantee.
|
|
8.1.24
|
The
Transferors jointly commits that upon the execution of the Agreement, it
will terminate any negotiation on the equity transfer of Jiutai with any
third Party except the Transferee. Meanwhile, it will not carry out new
negotiations on the equity transfer of Jiutai with any third Party except
the Transferee.
|
|
8.1.25
|
The
above-mentioned statement and guarantee remain effective after the
delivery day.
|
|
8.2
|
Commitment
and guarantee from the
Transferee
|
|
8.2.1
|
The
Transferee is a legal entity established and existing in accordance with
Chinese laws.
|
|
8.2.2
|
In
execution of the Agreement, the Transferee has acquired all the lawful
rights and interests which have been approved by the board of shareholders
(directors) in accordance with Corporate Law and
Article of Association. The decision has become effective and will not
subject to being invalid and
revoked.
|
|
8.2.3
|
The
Transferee will negotiate with the Transferors on all the contents of the
Agreement and matters not mentioned herein in accordance with Chinese
rules and regulations.
|
|
8.2.4
|
The
Transferee shall be responsible for the above mentioned statement and
guarantee. If the Transferors has fulfilled its obligation under the
Agreement, the Transferee shall also bear relevant liabilities and pay the
acquisition amount to the Transferors as stipulated in the
Agreement.
|
16
|
9、
|
Liability
for breach of the Agreement
|
|
9.1
|
In
the event that there is any material omission or severe fraud in the
documents or data submitted by Transferors, the Agreement may be
terminated by the Transferee. Meantime the transferor shall indemnify for
the damage herein caused by the
transferors.
|
|
9.2
|
The
transferee shall pay a late payment penalty to the Party who does not
receive the transfer payment on time every day, which is equivalent to the
amount of 0.1% of the overdue payment; however in any case the delay
payment penalty shall not exceed the amount of 5% of overdue payment. The
Party who does not receive the transfer payment on time is entitled to
terminate this Agreement if the delay of transfer payment by the
transferee exceeds six months. If the losses of the Party cannot be offset
by the aforementioned delay payment penalty, the Transferee shall
compensate the difference; however in any case the amount of damages shall
not exceed the amount of 10% of the overdue
payment.
|
|
9.3
|
The
Parties mutually agree that, unless this Agreement is otherwise provided ,
if either Party makes a material breach of the Agreement, the
non-defaulting Party has the right to terminate the Agreement according to
the PRC 《Agreement
law》and
applicable judicatory interpretation and may ask for
compensations.
|
|
9.4
|
The
Parties confirm simultaneously that if either Party breaches their
representations, warranties and facts stated in the Article 8 under the
Agreement，the
non-defaulting Party may have the right to terminate this Agreement and
ask for compensations.
|
|
9.5
|
That
any Party breaches any provision of the Agreement including but not
limited representations、guaranties
and promises shall consist of a breach of the Agreement. The
non-defaulting Party may have the right to ask for compensation until to
terminate this Agreement.
|
|
9.6
|
After
completion of the equity transfer, the Transferors shall take positive
measures to solve all disputes or debts caused by the running of the
company before the delivery day, or unforeseeable disputes before the
delivery day. The Transferee shall be compensated by the Transferors for
the damage caused hereby.
|
17
|
9.7
|
If
the Transferors fail to fulfill their undertakings on time under the
Agreement, the Transferors are deemed to breach the Agreement and the
Transferee may have right to terminate this Agreement and ask for
compensation.
|
|
9.8
|
Unless
this Agreement is otherwise provided, if the Transferors have performed
all the provisions of this Agreement strictly; however the Transferee
unilaterally terminates this Agreement, the Transferee shall compensate
the Transferors for their direct damage caused
hereby.
|
|
10、
|
Force
Majeure
|
Neither Party
shall be prevented from failure of performance of any of its obligations under
this Agreement due to an event of Force Majeure outside the reasonable control
of that Party. The Party affected by such event of force majeure shall
notify the other Party immediately in convenient way, and shall not later
than 15 days after the commencement of such event submit the documentary
evidence notarized by local notary organ to the other Party. Both Parties
shall renegotiate the way of dealing with the aftermath such event in
time.
|
11、
|
Confidentiality
|
Either
Party of this Agreement shall not disclose any information related to this
Agreement to any person、entity or company
during the term of the Agreement or five years after the expiry date of the
Agreement, no matter the person、entity or company
has a competitive relationship with the other Party or not.
18
|
12、
|
Notices
|
|
12.1
|
Any
and all notices shall be in writing, including facsimile、letter、delivery by
designated deliverer, the notifying date shall be no later than 7 days
after the written notice delivered. The notifying date of unwritten notice
(telephone or email, etc) shall be the date of written confirmation of the
receiver.
|
|
12.2
|
Either
Party altering the notice(s) or the address, shall notice the other Party
no later than 3 days after the alteration. The altering Party shall take
all legal liability caused by its failure of performance of notifying
duty.
|
If to the
Transferors, notices shall be delivered as follows:
Addressee：_________
Position：_________
Address：__________________
Post code：_________
Facsimile：______________
Email：__________________
If to the
Transferee, notices shall be delivered as follows:
Addressee：_________
Position：_________
Address：__________________
Post code：_________
Facsimile：______________
Email：__________________
|
12.3
|
All
notices and relevant expenses under this Agreement shall be processed by
either Party respectively in accordance with laws and
regulations.
|
|
13、
|
Governing
law
|
The
formation、validity、interpretation
and/or performance of this Agreement shall be governed by PRC
LAWS.
19
|
14、
|
Settlement
of dispute
|
Any
dispute arising from between the Parties in connection with this Agreement shall
be settled by the Parties amicably through good faith discussion .In the event
that any such dispute cannot be resolved through such discussions, either Party
may file a suit in the People’s Law court which has jurisdiction over the
Transferee in accordance with the domicile principle.
|
15、
|
Severability
|
Any
provision of the Agreement shall be deemed as severable. If any provision of the
Agreement is invalid, it shall not affect the validity of the rest of the
provisions of this Agreement.
|
16、
|
Non-waiver
|
If either
Party does not insist the other Party on the performance of any provision of the
Agreement at any time, the Party shall not be deemed to waive the provision or
waive the right to insist the other Party on execution of the
provision.
|
17、
|
Transcript
|
The
formal text of the Agreement shall be written in CHINESE. Any provision of such
Agreement shall be interpreted under the usual meaning of the words in the
Chinese version.
|
18、
|
Title
and Subtitles
|
All title
and subtitles of the Agreement are in the convenience of the reference only and
shall not limit or affect any provision provided in the Agreement.
20
|
19、
|
Entire
agreement
|
|
19.1
|
This
Agreement includes all agreements and memorandums related to the subject
of this Agreement and supersede any and all previous written or oral
agreements and/or memorandums concluded by any consultation relating to
the subject of this Agreement. Unless this Agreement is otherwise provided
expressly, any other condition, definition, guarantee or statement related
to the subject of this Agreement shall not be binding on both
Parties.
|
|
19.2
|
Any
correction、amendment、replacing or
modification of this Agreement shall be made in writing and shall be
ascertained that it is relevant to the Agreement and shall be signed by
the representatives or designated person(s) of both Parties of the
Agreement.
|
|
19.3
|
Both
Parties of the Agreement mutually agree that in the convenience of
processing the procedure of the update registration related to the share
transferring hereof with the local industry and commercial bureau, both
Parties may enter into a simpler share-transferring Agreement. The content
of the simple share-transferring Agreement shall not be controversial with
this Agreement hereof. In case of any controversy, this Agreement shall
prevail.
|
|
20、
|
This
Agreement shall come into affective upon its signing and sealing by both
parties and approval of the Board of Directors of the Transferee. The
transferors jointly and severally acknowledge to authorize Mr. Runfa
Zheng, one of the transferors, to sign this agreement on behalf of each
transferor and provide the appropriate power of attorney prior to signing
of this Agreement to the
Transferee.
|
|
21、
|
This
Agreement is executed in eight counterparts. Each transferor holds one and
the transferee holds three.
|
附：Annexes
Annex I
"Details of the land required by Jiutai for gas station sites"
Annex II
The "list of the personnel of Jiutai and salary details"
Annex III
The "Obligations transfer list"
Annex IV
"Assets Confirmation List"
21
Annex V
"The production and operation information of Jiutai"
(This
page is blank below.)
22
[Signature
and seal]
Transferor:
Authorized
Representative:
Transferee:
Authorized
Representative:
Date:
23
Annex
I "Details of the land required by Jiutai for gas station
sites"
24
Annex
II “list of the personnel of Jiutai and salary details"
25
Annex
III "Obligations transfer list"
26
Annex
IV “Assets Confirmation List”
27
Annex
V “Production and operation information of Jiutai"
Part
1 Primary Information of the Company
Business
License
Business
License No.:
Registration
No.:
Issuing
Date:
Address:
Type
of Enterprise:
Registered
Capital:
Business
Scope:
Business
Term:
Board
of Directors:
Name Designated
by Position
Board
of Supervisors:
Name Designated
by
28
Part
2 Certificates and Licenses of Operations
29