EXHIBIT 10.35
Translation
EQUITY TRANSFER AGREEMENT OF
▇▇▇ ▇▇▇
AND
LU QINYONG
AND
BEIJING ▇▇▇▇▇ ADVERTISING CO. LTD
WITH RESPECT TO
SHANGHAI HYPERLINK MARKET RESEARCH CO. LTD.
2006
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TABLE OF CONTENT
ARTICLE 1 Equity Transfer
ARTICLE 2 Equity Transfer Price
ARTICLE 3 Amendments to Articles of Association
ARTICLE 4 Transferor's Warranties
ARTICLE 5 Transferee's Warranties
ARTICLE 6 Profits and Losses Sharing after Equity Transfer
ARTICLE 7 Tax
ARTICLE 8 Transfer of the Agreement
ARTICLE 9 Confidentiality
ARTICLE 10 Liabilities for Breaching the Agreement
ARTICLE 11 Notifications
ARTICLE 12 Changes and Amendments
ARTICLE 13 Applicable Laws and Dispute Resolution
ARTICLE 14 Interpretation of the Agreement
ARTICLE 15 Effectiveness and Languages
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Equity Transfer Agreement
This agreement was signed by the following parties in Shanghai on June 14th,
2006:
1. The transferor: ▇▇▇ ▇▇▇ (Chinese ID Card number: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇)
Lu ▇▇▇ ▇▇▇▇ (Chinese ID Card number: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇)
2. The transferee: Beijing ▇▇▇▇▇ Advertising Co. Ltd (hereafter as the
"Buyer")
Address: Rm 103, ▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇
▇▇▇▇▇▇▇ Sports and Kinesiology University
East Yuanmingyuan Road,
Haidian District, Beijing
Legal Representative: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Whereas:
1. Shanghai Hyperlink Market Research Co. Ltd. (hereafter as "Shanghai
Hyperlink") is limited-liability corporation incorporated according to the
laws of China, with its location at Room B-123, Hexiang Road, White Crane
Town, Qingpu District, Shanghai, China, with a registered capital of
RMB500,000, and with a business scope in marketing research and information
consultancy service.
2. ▇▇▇ ▇▇▇ is a Chinese citizen, who holds 80% of the equity of Shanghai
Hyperlink;
3. Lu Qinyong is a Chinese citizen, who holds 20% of the equity of Shanghai
Hyperlink.
After consultation in the spirit of equality, the parties agree to implement
this equity transfer of Shanghai Hyperlink pursuant to the articles and
conditions in this agreement. Therefore, the parties agree as follows:
ARTICLE 1 EQUITY TRANSFER
1.1 The parties agree: ▇▇▇ ▇▇▇ agrees to transfer 40.8% of the equity of
Shanghai Hyperlink that ▇▇▇ ▇▇▇ holds to the Buyer pursuant to the terms in
this agreement, Lu Qinyong agrees to transfer 10.2% of the equity of
Shanghai Hyperlink that Lu
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Qinyong holds to the Buyer pursuant to the terms in this agreement, and the
Buyer agrees to accept the aforementioned 51% of the equity of Shanghai
Hyperlink held by ▇▇▇ ▇▇▇ and Lu Qinyong pursuant to the terms in this
agreement. After the completion of this equity transfer, ▇▇▇ ▇▇▇ holds
39.2% of the equity of Shanghai Hyperlink, Lu Qinyong holds 9.8% of the
equity of Shanghai Hyperlink, and the Buyer holds 51% of the equity of
Shanghai Hyperlink.
1.2 Within 10 business days upon the signing of this agreement, the parties
should jointly conduct the transfer procedures of the concerned equity
transfer pursuant to the relevant laws and regulations, to the requirements
of government administrations or authorized departments, including but not
limited to conducting changes in the equity in the registration with the
Industry and Commerce Administration Bureau. The parties should
unconditionally submit all the required written materials to perform this
agreement.
ARTICLE 2 EQUITY TRANSFER PRICE
2.1 After consultation, the parties agree on the specified price for the
concerned equity transfer, with the total amount of RMB255,000 (hereafter
as "equity transfer price").
2.2 After ▇▇▇ ▇▇▇ and Lu Qinyong complete this equity transfer and changes of
registration of the new Articles of Association with the Industry and
Commerce Administration Bureau, the Buyer should make a one-time full
payment at the equity transfer price within the time limit agreed upon by
the parties to the bank account designated by ▇▇▇ ▇▇▇ and Lu Qinyong.
ARTICLE 3 AMENDMENTS TO THE ARTICLES OF ASSOCIATION
3.1 Upon the execution of this agreement, the parties shall sign the Articles
of Association of Shanghai Hyperlink (hereafter as "new Articles of
Association"). The parties agree that when the new Articles of Association
is being registered with the Industry and Commerce Administration Bureau,
the Board of Directors of Shanghai Hyperlink is set up according to the new
Articles of Association to allow adjustment in the management staff.
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3.2 The parties agree that after this equity transfer, the Board of Directors
of Shanghai Hyperlink consists of 5 members, with 3 of them nominated by
the Buyer and the other 2 nominated respectively by ▇▇▇ ▇▇▇ and Lu Qinyong.
ARTICLE 4 TRANSFEROR'S WARRANTIES
4.1 On the signing date of this agreement, ▇▇▇ ▇▇▇ and Lu Qinyong respectively
warrants that:
(1) ▇▇▇ ▇▇▇ and Lu Qinyong's execution and performance of this agreement:
(i) Is with complete power;
(ii) Is not in violation of the laws that are binding on or having
impact on ▇▇▇ ▇▇▇ and Lu Qinyong or in violation of the
restrictions of contracts;
(2) When signing this agreement, ▇▇▇ ▇▇▇ and Lu Qinyong have effectively
obtained ownership, usage, benefit and disposition rights to the
equity intended to be transferred to the Buyer pursuant to this
agreement, and the equity intended for the transfer has not been
seized by the government, frozen, or encumbered with any guarantee
rights.
4.2 ▇▇▇ ▇▇▇ and Lu Qinyong undertake to bear all economic and legal liabilities
that arise from violating the warranties in terms above and to pay for all
possible losses to the Buyer. However, if ▇▇▇ ▇▇▇ and Lu Qinyong's
violation of the above warranties is caused by the Buyer, ▇▇▇ ▇▇▇ and Lu
Qinyong shall not be liable.
ARTICLE 5 TRANSFEREE'S WARRANTIES
5.1 On the signing date of this agreement, the Buyer warrants that:
(1) The Buyer is a lawfully subsisting business entity that is lawfully
incorporated according to the laws of the People's Republic of China;
(2) The Buyer's execution and performance of this agreement:
(i) Is within the Buyer's power and business scope;
(ii) Shows that it has taken necessary corporate actions to give
appropriate authorization;
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(iii) is not violating the laws that are binding on or having impact
on the Buyer or violating the restrictions of contracts.
5.2 The Buyer undertakes to bear all economic and legal liabilities that arise
from violating the warranties in terms above and to pay for any possible
losses to ▇▇▇ ▇▇▇ and Lu Qinyong. However, if the Buyer's violation of the
above warranties is caused by reasons of ▇▇▇ ▇▇▇ and Lu Qinyong, ▇▇▇ ▇▇▇
and Lu Qinyong shall not be found liable.
ARTICLE 6 PROFITS AND LOSSES SHARING AFTER THE EQUITY TRANSFER
6.1 From the date of the changes in the equity, the profits and losses of
Shanghai Hyperlink shall be shared according to the proportions of equity
held by ▇▇▇ ▇▇▇, Lu Qinyong, and the Buyer after this equity transfer.
ARTICLE 7 TAX
7.1 Except where there are other agreements among the parties, the tax involved
in this equity transfer under this agreement is to be lawfully borne
respectively by the parties and Shanghai Hyperlink pursuant to the laws of
the People's Republic of China and to the current relevant regulations
specified by relevant government departments.
ARTICLE 8 TRANSFER OF THE AGREEMENT
8.1 Unless it is approved in writing by the other party, none of the parties
shall transfer this agreement or any part of this agreement or any rights,
benefits and duties under this agreement to any third party; however, if
the Buyer transfers its equity of Shanghai Hyperlink to a third party, then
the Buyer has the right to transfer its rights, benefits and/or duties
under this agreement to the third party, who is the transferee of the
equity.
ARTICLE 9 CONFIDENTIALITY
9.1 After the signing of this agreement, unless with advance written approval
from the other party, all the parties should be committed to the following
duties of
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confidentiality, whether or not this equity transfer is completed or
whether or not this agreement has been terminated, discontinued, dismissed,
believed to be invalid or has been performed:
(1) None of the parties shall disclose to any third party this agreement
and the transactions under this agreement and any documents related to
this equity transfer (hereafter as "confidential documents");
(2) The parties can only use the confidential documents and their content
for the purpose of transactions under this agreement and not for any
other purpose.
9.2 If the parties in this agreement disclose confidential documents for the
following reasons, they are not restricted by Article 9.1:
(1) Disclose to the parties in this agreement, to the directors,
supervisors, and senior management of Shanghai Hyperlink, and to the
financial consultants, accountants and lawyers hired by the parties;
(2) In observance of the obligatory rules of laws and regulations;
(3) As required by government administrations.
ARTICLE 10 LIABILITIES FOR BREACHING THE AGREEMENT
10.1 If a party in this agreement breaches the agreement and causes the
agreement not to be performed or not to be fully performed, the
responsibilities arising from breaching should be borne by the breaching
party. If the parties breach the agreement, then each party should bear the
responsibilities arising from its own breaching.
10.2 From the date of signing this agreement, if it requires the parties to
cooperate in preparing application materials, official stamps and etc. in
the process of implementing the agreement, the parties should reasonably
and actively cooperate and should never cause delay. The party that causes
losses to other parties shall be liable for claims for the losses.
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10.3 For responsibilities due to force majeure and not due to any of the parties
and leading to inability to complete this equity transfer, the parties are
mutually exempt from legal liabilities.
10.4 In case of errors of any party that lead to inability to perform the
application for approval of this equity transfer and the procedure for
changes in the registration with the Industry and Commerce Administration
Bureau pursuant to the terms in this agreement, the party committing errors
should compensate the non-defaulting party (parties) for the actual losses
in full amounts.
10.5 This article shall still survive even if this agreement is terminated,
discontinued, dismissed or believed to be invalid.
ARTICLE 11 NOTIFICATIONS
11.1 Any notification under this agreement or notifications related to this
agreement sent by any party in this agreement should be in writing.
11.2 Any notification delivered by a designated person is deemed to have been
delivered upon the signing by the addressee. If a registered mail is used,
it is deemed to have been delivered 7 days after it was sent to the address
of the addressee.
ARTICLE 12 CHANGES AND AMENDMENTS
12.1 The changes and amendments to this agreement should be made in writing
after the parties consult with each other and reach consensus.
12.2 The changes and amendments to this agreement constitute an inseparable part
of this agreement.
ARTICLE 13 APPLICABLE LAWS AND DISPUTE RESOLUTION
13.1 This agreement is governed under the jurisdiction of the laws of the
People's Republic of China.
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13.2 All disputes arising from the implementation of this agreement should be
resolved by way of friendly consultation among the parties. If a
consultation fails, the dispute should be submitted to Shanghai
Branch-Committee of China International Economic and Trade Arbitration
Committee for it to mediate according to the then applicable and effective
arbitration rules the committee resorts to.
13.3 The arbitration award shall be final and binding on the parties. The
arbitration fee is borne by the losing party.
13.4 Except for issues of disputes submitted for arbitration, the parties should
continue to perform the other articles of this agreement.
ARTICLE 14 INTERPRETATION OF THE AGREEMENT
14.1 When controversy happens among the parties in the understanding of the
articles in this agreement, it is up to the parties to jointly interpret
according to the principles of honesty, credibility, fairness, and
rationality as well as according to transaction conventions. If no common
interpretation can be reached, the discrepancy should be dealt with
according to Article 13 in this agreement.
ARTICLE 15 EFFECTIVENESS AND LANGUAGES
15.1 This agreement comes into effect on the date when it is signed or
officially stamped by the authorized representatives from the parties.
15.2 This agreement is written in Chinese.
15.3 This agreement comes in 5 original copies, one for each party and the rest
for use in submitting to government administrations for review and approval
and for conducting changes in the registration with the Industry and
Commerce Administration Bureau.
[The rest of the page is blank.]
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THE SIGNATURE PAGE FOR THE
"EQUITY TRANSFER AGREEMENT
WITH RESPECT TO
SHANGHAI HYPERLINK MARKET RESEARCH CO. LTD"
Transferor
/s/ ▇▇▇ ▇▇▇
-------------------------------------
▇▇▇ ▇▇▇
/s/ Lu Qinyong
-------------------------------------
Lu Qinyong
Transferee
The Buyer: Beijing ▇▇▇▇▇ Advertising Co. Ltd. [Company chop of Beijing ▇▇▇▇▇
Advertising Co., Ltd.]
Authorized Representative: /s/
-------------------------------------
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