AMENDED AND RESTATED BUSINESS TURNKEY AGREEMENT
AMENDED
AND RESTATED
AMENDED
AND RESTATED BUSINESS TURNKEY AGREEMENT, dated as of January 31, 2007 (this
“Agreement”),
by
and between Bo Hai Wen Technology (Shenzhen) Company Limited (“Bo
Hai Wen”),
and
Shenzhen iASPEC Software Engineering Company Limited (“iASPEC”)
and
the shareholders of iASPEC party to this Agreement (the “Shareholders”).
Each
of the parties hereto are referred to as a “Party”
and
collectively as the “Parties”.
BACKGROUND
On
October 9, 2006, Bo Hai Wen entered into a Business Turnkey Agreement (the
“Original
Agreement”)
with
iASPEC. The Parties now desire to amend and restate the Original Agreement
as
stated herein.
This
Agreement establishes an exclusive cooperation relationship whereby iASPEC,
a
master contractor and systems integrator with various licenses and permits,
exclusively engages Bo Hai Wen as its subcontractor to provide iASPEC with
certain outsourcing services (to the extent that those services do not violate
any special governmental permits held by iASPEC and do not involve the transfer
of any sensitive of confidential governmental or other data) and iASPEC licenses
back from Bo Hai Wen certain technology in connection with the performance
by
iASPEC of its customer contracts. The Parties desire to set forth certain
covenants and agreements among themselves in connection with the exclusive
cooperation relationship contemplated by this Agreement.
The
Parties wish to add the Shareholders as parties to the Original Agreement for
the purpose of providing certain guarantees.
The
Parties desire to amend and restate the Original Agreement by entering into
this
Agreement in order to reflect various modifications to the terms of the Original
Agreement.
AGREEMENT
NOW,
THEREFORE,
in
consideration of the mutual covenants and promises of the parties and the terms
and conditions hereof, the Parties hereby agree as follows:
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1.
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DEFINITIONS
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In
addition to the terms defined elsewhere in this Agreement, the following terms
shall have the meanings indicated below:
“Company
Business”
shall
mean all businesses that iASPEC is permitted to conduct as described in iASPEC’s
business license.
“Qualification
Permit”
shall
mean the Qualification Permit for Computer Information System Integration
Involving State Secrets that was issued to iASPEC on March 29, 2006 and any
future extensions and renews thereof.
“Restricted
Business Activities”
shall
mean (a) any Company Business that, under the existing or future laws and
regulations of the PRC, including but not limited to the Law of People’s
Republic of China Guarding State’s Secrets and its implementing rules, is not
permitted to be engaged in by foreign companies or foreign invested companies,
regardless of the restrictions on the equity ownership percentage, by any method
or through any type of transaction structure, including any Company’s Business
that requires the Qualification Permit, (b) any business arising under any
contract or agreement now in effect the subcontract of which is prohibited
by
the contract or agreement itself and (c) any business arising under any contract
or agreement now in effect the confidentiality provisions or other provisions
of
which make the subcontract of such contract impractical or impossible without
breaching such provisions.
“Permitted
Business Activities”
shall
mean any Company Business that is not Restrictive Business
Activities.
“Services”
shall
mean all or part of the services to be provided by Bo Hai Wen to iASPEC as
described under Section 2.
“Software”
shall
mean the software and other intellectual property described in Schedule
A
to this
Agreement.
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2.
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EXCLUSIVE
COOPERATION RELATIONSHIP
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(a) Exclusive
Cooperation over Permitted Business Activities.
(i) For
the
Permitted Business Activities, Bo Hai Wen shall provide, without limitation,
the
following Services to iASPEC:
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1)
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a
workforce necessary to perform for the Permitted Business Activities
at Bo
Hai Wen’s sole discretion;
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2)
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Bo
Hai Wen shall be deemed to have granted back to iASPEC a limited
non-exclusive license of the Software for the limited purpose of
allowing
iASPEC to provide contracted services to iASPEC customers in conjunction
with the provision by Bo Hai Wen of the Services described in this
Section
2(a)(i)(2);
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3)
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technical
support, equipment, consultation and other related services in connection
with or required by the Company’s Permitted Business
Activities;
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4)
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training
services; and
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5)
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other
services and support as agreed by the
Parties.
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(ii) iASPEC
shall subcontract all Permitted Business Activities to Bo Hai Wen or any other
companies designated by Bo Hai Wen. Without the prior written consent of Bo
Hai
Wen, iASPEC shall not assign or subcontract any of its contracts or Permitted
Business Activities to any third party or engage in any transactions in the
same
or similar nature other than the Restricted Business Activities.
(iii) Without
prior written consent of Bo Hai Wen, iASPEC shall not, solely or jointly with
any other third parties, engage in any marketing and business development
activities that constitute Permitted Business Activities or print or distribute
any marketing documents, advertising brochures and any other materials in the
same or similar nature.
(iv) iASPEC’s
engagement of Bo Hai Wen hereunder to perform the Services shall be of an
exclusive nature. During the term of this Agreement, without Bo Hai Wen’s prior
written consent, iASPEC shall not enter into any agreement with any other third
party as to engage such third party to provide to iASPEC services identical
or
similar to the Services provided by Bo Hai Wen.
(b) Exclusive
Cooperation over Restricted Business Activities.
(i) For
the
Restricted Business Activities, the cooperation between Bo Hai Wen and iASPEC
shall include, without limitation:
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1)
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Bo
Hai Wen shall provide Services related to the Restricted Business
Activities to iASPEC to the extent that such provision of Services
does
not cause iASPEC to lose its eligibility for the Qualification Permit
or
violate any laws and regulations of the People’s Republic of China
(“PRC”).
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2)
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iASPEC’s
engagement of Bo Hai Wen hereunder to perform the Services shall
be of an
exclusive nature. During the term of this Agreement, without Bo Hai
Wen’s
prior written consent, iASPEC shall not enter into any agreement
with any
other third party as to engage such third party to provide to iASPEC
services identical or similar to the Services provided by Bo Hai
Wen.
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3)
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Prior
to the provision of Services related to the Restricted Business
Activities, iASPEC shall disclose to the relevant customers the nature
of
the Services to be performed by Bo Hai Wen and
obtain written consents in a form agreed to by Bo Hai Wen from the
parties
with respect to the provision of the Services by from Bo Hai
Wen.
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4)
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To
the extent that iASPEC engages in Restricted Business Activities,
Bo Hai
Wen shall be deemed to have granted back to iASPEC a limited non-exclusive
license of the Software for the limited purpose of providing contracted
services that constitute Restricted Business Activities to iASPEC
customers.
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(c) Exclusivity.
During
the term of this Agreement, without prior written consent from Bo Hai Wen,
iASPEC shall not engage in any other activities that, in the judgment of Bo
Hai
Wen, may impair Bo Hai Wen’s exclusive right granted hereunder. iASPEC shall
take all necessary actions (including but not limited to corporate actions)
to
ensure that Bo Hai Wen is the exclusive cooperation partner in any Company
Business, to the extent such cooperation is not in violation of any PRC laws
and
regulations. Except as otherwise provided herein, iASPEC shall provide
notice to Bo Hai Wen of any contract offer from any clients as soon as
practicable.
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3.
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REVENUE
SHARING ARRANGEMENT
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(a) Revenue
Sharing Arrangement.
In
exchange for the Services, including the limited license of the Software
included within the Services, iASPEC hereby agrees to the following revenue
sharing arrangements:
(i) Revenues
Arising from the Permitted Business Activities.
The
Parties hereby agree that for all Services involving Permitted Business
Activities, iASPEC shall immediately pay to Bo Hai Wen 100% of the revenues
actually received by iASPEC.
(ii) Revenues
Arising from Restricted Business Activities.
The
Parties hereby agree that for all Services involving Restricted Business
Activities, iASPEC shall immediately pay to Bo Hai Wen 90% of the revenues
actually received by iASPEC.
(b) Bo
Hai
Wen Payments to iASPEC.
During
the term of this Agreement, Bo Hai Wen shall pay to iASPEC an annual payment
of
$180,000.
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4.
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REPRESENTATIONS
AND WARRANTIES OF iASPEC
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iASPEC
hereby makes the following representations and warranties for the benefit of
Bo
Hai Wen.
(a) Corporate
Existence and Power
(i) iASPEC
is
a limited liability company duly organized and validly existing under the laws
of the PRC, and has all corporate powers and all governmental licenses,
authorizations, consents and approvals required to carry on its business as
now
conducted and as currently contemplated to be conducted and as currently
contemplated to be conducted.
(ii) iASPEC
has never approved, or commenced any proceeding or made any election
contemplating, the dissolution or liquidation of iASPEC or the winding up or
cessation of the business or affairs of iASPEC.
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(b) Authorization;
No Consent
(i) iASPEC
has taken all necessary corporate actions to authorize its execution, delivery
and performance of this Agreement and all related documents and has the
corporate power and authorization to execute, deliver and perform this Agreement
and the other related documents.
(ii) iASPEC
has the absolute and unrestricted right, power, authority, and capacity to
execute and deliver this Agreement and the other related documents and to
perform their obligations under this Agreement and the other related documents.
(iii) Other
than the consents required by Section 2(b)(3) hereof, iASPEC is not required
to
give any notice to or obtain any Consent from any person in connection with
the
execution and delivery of this Agreement or the consummation or performance
of
any of the exclusive cooperation arrangement contemplated hereunder except
for
any notices that have been duly given or consents that have been duly obtained
and none of the Permitted Business Activities hereunder which will be
subcontracted to Bo Hai Wen or any other third party designated by Bo Hai Wen
would be subject to the Law of the People’s Republic of China of Guarding
State’s Secrets and its implementing rules and any other laws of the PRC.
(iv) iASPEC
holds all the governmental authorizations necessary to permit iASPEC to lawfully
conduct and operate its business in the manner it currently conducts and
operates such business and to permit iASPEC to own and use its assets in the
manner in which it currently owns and uses such assets. To the best
knowledge of iASPEC, there is no basis for any governmental authority to
withdraw, cancel or cease in any manner any of such governmental authorizations.
(c) No
Conflicts.
The
execution and perform of this Agreement by iASPEC will not contravene, conflict
with, or result in violation of (A) any provision of the organizational
documents of iASPEC; (B) any resolution adopted by the board of directors or
the
shareholders of iASPEC; and (C) any laws and regulations to which iASPEC or
the
exclusive cooperation arrangement contemplated in this Agreement is
subject.
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5.
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REPRESENTATIONS
AND WARRANTIES OF BO HAI WEN
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Bo
Hai
Wen hereby represents and warrants to iASPEC as follows:
(a) Corporate
Existence and Power.
(i) Bo
Hai
Wen is a foreign invested company duly organized and validly existing under
the
laws of the PRC, and has all corporate powers and all governmental licenses,
authorizations, consents and approvals required to carry on its business as
now
conducted and as currently contemplated to be conducted and as currently
contemplated to be conducted; and
(ii) Bo
Hai
Wen has not ever approved, or commenced any proceeding or made any election
contemplating, the dissolution or liquidation of Bo Hai Wen or the winding
up or
cessation of the business or affairs of Bo Hai Wen.
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(b) Authorization;
No Consent.
(i) Bo
Hai
Wen has taken all necessary corporate actions to authorize its execution,
delivery and performance of this Agreement and all related documents and has
the
corporate power and authorization to execute, deliver and perform this Agreement
and the other related documents;
(ii) Bo
Hai
Wen has the absolute and unrestricted right, power, authority, and capacity
to
execute and deliver this Agreement and the other related documents and to
perform their obligations under this Agreement and the other related
documents;
(iii) Bo
Hai
Wen is not required to give any notice to or obtain any Consent from any person
in connection with the execution and delivery of this Agreement or the
consummation or performance of any of the exclusive cooperation arrangement
contemplated hereunder except for any notices that have been duly given or
consents that have been duly obtained; and
(iv) Bo
Hai
Wen has all the governmental authorizations necessary to permit Bo Hai Wen
to
lawfully conduct and operate its business in the manner it currently conducts
and operates such business and to permit Bo Hai Wen to own and use its assets
in
the manner in which it currently owns and uses such assets. To the best
knowledge of Bo Hai Wen, there is no basis for any governmental authority to
withdraw, cancel or cease in any manner any of such governmental authorizations.
(c) No
Conflicts.
(i) The
execution and perform of this Agreement by Bo Hai Wen will not contravene,
conflict with, or result in violation of (A) any provision of the organizational
documents of Bo Hai Wen; (B) any resolution adopted by the board of directors
or
the shareholders of Bo Hai Wen; and (C) any laws and regulations to which Bo
Hai
Wen or the exclusive cooperation arrangement contemplated in this Agreement
is
subject to.
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6.
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COVENANTS
OF iASPEC
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Subject
to compliance with the Qualification Permit, the Law of People’s Republic of
China Guarding State’s Secrets and its implementing rules and all other
applicable PRC laws, iASPEC hereby covenants that it:
(a) shall
use
its best efforts to preserve intact the current business organization and
operations of iASPEC, and maintain the relations and good will with suppliers,
customers, landlords, creditors, employees, agents, and others having business
relationships with iASPEC;
(b) shall
confer with Bo Hai Wen concerning operational matters of a material nature;
(c) shall
report on at least a monthly basis to Bo Hai Wen concerning the financial status
of iASPEC and shall permit Bo Hai Wen’s independent auditors to conduct periodic
audits and/or reviews of iASPEC’s annual and quarterly financial statements and
shall cooperate fully with any such audit or review;
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(d) shall,
upon reasonable notice and at reasonable times, permit Bo Hai Wen and its
advisors to review any and all corporate and financial records maintained by
iASPEC, including sales and expense invoices and similar
documentation;
(e) shall
permit Bo Hai Wen’s legal counsel to review any and all customer contracts,
financing documents, agreements with third parties and other agreements that
iASPEC is a party to with any third party;
(f) shall
take all actions necessary, including, without limitation, the segregation
of
its Permitted Business Activities and Restricted Business Activities and the
establishment of firewalls and other physical and documentary safeguards, to
ensure that the services provided by Bo Hai Wen hereunder do not violate the
Qualification Permit, the Law of People’s Republic of China Guarding State’s
Secrets and its implementing rules, or any other laws of the PRC;
(g) shall
not
disclose any confidential information to Bo Hai Wen if such disclosure may
(i)
cause iASPEC lose its Qualification Permit, (ii) violate Chinese laws and
regulations or (iii) violates any other contractual obligation currently binding
iASPEC; and
(h) shall
not, without prior written consent of Bo Hai Wen:
(i) increase
or decrease its registered capital, or permit the investment into iASPEC of
any
third party in any manner that would negatively affect the exclusive cooperation
arrangement contemplated hereunder;
(ii) amend
its
organizational documents in any manner that would negatively affect the
exclusive cooperation arrangement contemplated hereunder;
(iii) declare
or pay any distribution of profits or dividends if such distribution of profits
or dividends would affect iASPEC’s ability to comply with Section 8 hereof or
otherwise negatively affect the exclusive cooperation arrangement contemplated
hereby;
(iv) enter
into any agreement with any third party which would negatively affect the
exclusive cooperation arrangement contemplated hereunder; or
(v) dispose
of any assets of iASPEC in a manner that would negatively affect the exclusive
cooperation arrangement contemplated hereunder or except in the ordinary course
of business and consistent with past practices.
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7.
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TERM
OF THIS AGREEMENT
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This
Agreement shall take effect on the date of the execution by the Parties, and
shall remain in full force and effect June 22, 2021 unless terminated early
in
the sole discretion of Bo Hai Wen. Upon expiration of the initial term, this
Agreement shall be automatically renewed for successive fifteen (15) year terms
unless Bo Hai Wen at any time provides notice to iASPEC of its desire to
terminate this Agreement. This Agreement shall terminate only upon delivery
by
Bo Hai Wen to iASPEC of such notice of termination and iASPEC shall not have
any
right to terminate this Agreement.
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8.
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LIQUIDATED
DAMAGES
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iASPEC
acknowledges and agrees that Bo Hai Wen will be incurring significant expense
in
order to fulfill its obligations hereunder. iASPEC further acknowledges that
its
breach of this Agreement would cause Bo Hai Wen and Bo Hai Wen’s stockholders
significant damages and perhaps the complete cessation of Bo Hai Wen’s business.
Since the exact amount of such damages would be extremely difficult, if not
impossible to calculate, iASPEC agrees that in the event of iASPEC’s material
breach of this Agreement, which has not been cured within sixty (60) days of
iASPEC receiving notice from Bo Hai Wen of such material breach and a
description of such breach, iASPEC shall be obligated to pay to Bo Hai Wen
liquidated damages in an amount equal to the higher of (a) 8 times the
annualized revenues of Bo Hai Wen for the last completed fiscal quarter, or
(b)
$50 million.
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9.
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SHAREHOLDERS’
GUARANTEE
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The
Shareholders hereby irrevocably and unconditionally guarantee the payment and
performance of iASPEC’s obligations under Section 8 of this Agreement. As
security for such guarantee, the Shareholders hereby pledge all right, title
and
interest to the equity of iASPEC to Bo Hai Wen as the guarantee for iASPEC
for
its performance of obligation hereunder. In the event iASPEC fails to fully
pay
the liquidated damages specified under Section 8 hereof, in addition to any
rights and remedies available herein or under applicable laws, Bo Hai Wen (or
any its designee) may at its election take control of, transfer, auction or
otherwise dispose of any or all of such pledged securities without prior consent
of any party, subject to the restriction or prohibition under any applicable
laws, in order to satisfy any outstanding obligations.
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10.
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SHAREHOLDERS’
NON-COMPETITION OBLIGATION
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In
addition, and not in lieu of, any other agreements of the Shareholders not
to
compete with, solicit employees or customers of, or solicit others having a
relationship with, Bo Hai Wen, the Shareholders agree that:
(a) During
the term of this Agreement and for a period of twelve (12) months thereafter
(the “Non-Competition
Period”):
(i) The
Shareholders shall not, directly or indirectly, engage or invest in, own,
manage, operate, finance, control, or participate in the ownership, management,
operation, financing, or control of, be retained or employed by, associated
with, lend credit to, or render services or advice to, any business that is
competitive with Bo Hai Wen anywhere in the world; provided, however, that
the
Shareholders may engage in Restricted Business Activities through iASPEC as
contemplated by this Agreement. The Shareholders agree that this covenant is
reasonable with respect to its duration, geographical area, and
scope.
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(ii) The
Shareholders shall not directly or indirectly:
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1)
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induce
or attempt to induce any employee of, or consultant to, Bo Hai Wen
to
leave the employ of Bo Hai Wen,
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2)
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in
any way interfere with the relationship between Bo Hai Wen and any
employee of Bo Hai Wen,
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3)
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employ,
or otherwise engage as an employee, independent contractor, or otherwise,
any person who was an employee of, or independent contractor to,
Bo Hai
Wen without Bo Hai Wen’s prior written
consent,
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4)
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induce
or attempt to induce any customer, supplier, licensee, or business
relation of Bo Hai Wen to cease doing business with Bo Hai Wen, or
in way
interfere with the relationship between any customer, supplier, licensee,
or business relation of Bo Hai Wen,
or
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5)
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solicit
from, or provide goods or services of the type that the Company provides
to, any person who is or was a customer of Bo Hai Wen, except for
services
that constitute Restricted Business Activities and that are performed
by
iASPEC and except for where the Shareholders have obtained the prior
written consent of Bo Hai Wen.
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(b) The
Shareholders shall not, directly or indirectly, at any time during or after
the
Noncompetition Period, knowingly disparage Bo Hai Wen.
(c) In
addition to damages and any other rights Bo Hai Wen may have, Bo Hai Wen shall
have the right to obtain injunctive or other equitable relief to restrain any
breach or threatened breach or otherwise to specifically enforce the provisions
of Section 10 of this Agreement, it being agreed that money damages alone would
be inadequate to compensate Bo Hai Wen and would be an inadequate remedy for
such breach.
(d) For
purposes of this Section 10, “Bo
Hai Wen”
includes Bo Hai Wen, its direct and indirect parent companies, including Irish
Mag and any other companies that now or hereafter become affiliated with Irish
Mag.
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11.
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SOFTWARE
LICENSE
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iASPEC
hereby grants to Bo Hai Wen an exclusive, royalty-free, transferable, worldwide,
perpetual license (with right to sublicense) to use and install the Software
in
any manner as long as such use complies with all applicable laws, including
the
Qualification Permit and PRC laws. In addition, iASPEC shall deliver to Bo
Hai
Wen all copies of source and object code relating to the Software and Bo Hai
Wen
shall have the sole and exclusive right to use such source and object code
in
any manner it deems advisable as long as such use complies with all applicable
laws, including the Qualification Permit and PRC laws. Without limiting the
generality of the foregoing, Bo Hai Wen shall be permitted to use the Software
and the related source and object code to create derivative works and any and
all such derivative works shall be owned exclusively by Bo Hai Wen. iASPEC
shall
only be permitted to use the Software to the extent that it is required to
do so
to provide services to its customers in situations where Bo Hai Wen is
restricted from providing the same or similar services because such services
constitute Restricted Business Activities.
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12.
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MISCELLANEOUS
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(a) Headings
and Gender.
The
headings of Sections in this Agreement are provided for convenience only and
will not affect its construction or interpretation. All references to “Section”
or “Sections” refer to the corresponding Section or Sections of this Agreement.
All words used in this Agreement will be construed to be of such gender or
number as the circumstances require. Unless otherwise expressly provided, the
word “including” does not limit the preceding words or terms.
(b) Severability.
Whenever possible each provision and term of this Agreement will be interpreted
in a manner to be effective and valid but if any provision or term of this
Agreement is held to be prohibited by or invalid, then such provision or term
will be ineffective only to the extent of such prohibition or invalidity,
without invalidating or affecting in any manner whatsoever the remainder of
such
provision or term or the remaining provisions or terms of this Agreement. If
any
of the covenants set forth in Section 10 of this Agreement are held to be
unreasonable, arbitrary, or against public policy, such covenants will be
considered divisible with respect to scope, time and geographic area, and in
such lesser scope, time and geographic area, will be effective, binding and
enforceable against the Shareholders.
(c) Waiver.
No
failure or delay by any Party to exercise any right, power or remedy under
this
Agreement will operate as a waiver of any such right, power or
remedy.
(d) Integration.
This
Agreement supersedes any and all prior discussions and agreements (written
or
oral) between the Parties with respect to the exclusive cooperation arrangement
and other matters contained herein, including without limitation the Original
Agreement. This Agreement contains the sole, final and complete expression
and
understanding between the Parties with respect to the exclusive cooperation
arrangement contemplated herein.
(e) Assignments,
Successors, and No Third-Party Rights.
No
Party may assign any of its rights under this Agreement without the prior
consent of the other Parties, which will not be unreasonably withheld. Subject
to the preceding sentence. This Agreement will apply to, be binding in all
respects upon, and inure to the benefit of the successors and permitted assigns
of the Parties. Nothing expressed or referred to in this Agreement will be
construed to give any Person other than the Parties to this Agreement any legal
or equitable right, remedy, or claim under or with respect to this Agreement
or
any provision of this Agreement. This Agreement and all of its provisions and
conditions are for the sole and exclusive benefit of the Parties to this
Agreement and their successors and assigns.
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(f) Notices.
All
notices, requests, demands, claims, and other communications hereunder will
be
in writing. Any Party may send any notice, request, demand, claim, or other
communication hereunder to the intended recipient at the address set forth
on
the signature page hereto by any means (including personal delivery, expedited
courier, messenger service, telecopy, telex, ordinary mail, or electronic mail),
but no such notice, request, demand, claim, or other communication shall be
deemed to have been duly given unless and until it actually is received by
the
intended recipient. Refusal by a Party to accept notice that is validly given
hereunder shall be deemed to have been received by such Party upon receipt.
Any
Party may change the address to which notices, requests, demands, claims, and
other communications hereunder are to be delivered by giving the other Parties
notice in the manner herein set forth. Any notice, request, demand, claim,
or
other communication hereunder shall be addressed to the intended recipient
as
set forth on the signature page hereto.
(g) Further
Assurances.
Each of
the Parties shall use its best efforts to take all action and to do all things
necessary, proper, or advisable in order to consummate and make effective the
transactions contemplated by this Agreement .
(h) Governing
Law.
This
Agreement will be construed, and the rights and obligations under this Agreement
determined, in accordance with the laws of the PRC, without regard to the
principles of conflict of laws thereunder.
(i) Amendment.
This
Agreement may not be amended, altered or modified except by a subsequent written
document signed by all Parties.
(j) Counterparts.
This
Agreement may be executed in any number of counterparts. When each Party has
signed and delivered to all other Parties at least one such counterpart, each
of
the counterparts will constitute one and the same instrument.
[Signature
Page Follows]
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IN
WITNESS WHEREOF,
the
Parties hereto have executed this Agreement as of the date first above
written.
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SHENZHEN
iASPEC SOFTWARE
ENGINEERING
COMPANY LIMITED
By:
/s/
Jiang Huai
▇▇▇
▇▇▇▇▇
▇▇▇▇ ▇▇▇
President
Address:
▇/▇
▇▇▇▇▇ ▇▇▇, ▇▇▇.
▇▇▇▇
▇, ▇▇▇▇▇ ▇
Tian
An Cyber Park
Chengongmiao
Shenzhen,
Guangdong, 518040
People’s
Republic of China
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BO
HAI WEN:
BO
HAI WEN TECHNOLOGY
(SHENZHEN)
COMPANY LIMITED
By: /s/
Zhang
▇▇▇▇
▇▇▇▇▇
Xian
Director
Address:
▇/▇
▇▇▇▇▇ ▇▇▇, ▇▇▇.
▇▇▇▇
▇, ▇▇▇▇▇ ▇
Tian
An Cyber Park
Chengongmiao
Shenzhen,
Guangdong, 518040
People’s
Republic of China
|
|
iASPEC
SHAREHOLDERS:
/s/
Jiang Huai
▇▇▇
▇▇▇▇▇
▇▇▇▇ ▇▇▇
/s/
Cai
▇▇▇▇▇▇
▇▇▇
Jinzhu
Address:
▇/▇
▇▇▇▇▇ ▇▇▇, ▇▇▇.
▇▇▇▇
▇, ▇▇▇▇▇ 2
Tian
An Cyber Park
Chengongmiao
Shenzhen,
Guangdong, 518040
People’s
Republic of China
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Amended
and Restated Business Turnkey Agreement
SCHEDULE
A
Software
The
following constitutes Software under the Agreement:
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Code
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Registration
Code
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Name
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Version
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27735
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2004SR09334
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iASPEC
Case Tracking Management System
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V
2.0
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27736
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2004SR09335
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iASPEC
Application Envelope System
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V
2.1
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27737
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2004SR09336
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iASPEC
Quality System Document Management System
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V
2.2
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27738
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2004SR09337
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iASPEC
e-Logistics Support Management System
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V
2.0
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27739
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2004SR09338
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iASPEC
Secured and Audited Message Switching System
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V
2.5
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27485
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2004SR09084
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iASPEC
Project e-TimeTracker Management System
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V
2.0
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27486
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2004SR09085
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iASPEC
Application e-Monitor System
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V
3.3
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27487
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2004SR09086
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iASPEC
Remote Administered Distributed Application Architecture
System
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V
2.1.3
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27488
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2004SR09087
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iASPEC
Community and Establishment Management System
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V
1.1
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27489
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2004SR09088
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iASPEC
Document and WorkFlow Management System
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V
3.0
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27490
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2004SR09089
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iASPEC
e-Community Management and Service System
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V
1.0
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59255
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2006SR11589
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iASPEC
Content Management System
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V
1.0
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59256
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2006SR11590
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iASPEC
Three In One Police Computer Assistant Dispense System
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V
1.0
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59257
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2006SR11591
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iASPEC
Police Force General Management System
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V
1.0
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59258
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2006SR11592
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iASPEC
General Office Automatization System
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V
1.0
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59259
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2006SR11593
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iASPEC
Police Geographic Information System
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V
1.0
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