BUSINESS OPERATION AGREEMENT
Exhibit 4.9
This
Agreement is made on the 23rd day of December, 2016, at
Shijiazhuang, People’s Republic of China (the
“PRC”) by and among the following parties:
Hebei
Chuanglian Finance Leasing Co., Ltd. ( “Party A”)
Registered
Address: ▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇,
Shijiazhuang
Legal
representative: Geng Juncai
Hebei
Yarui Trading Co., Ltd. (“Party B”)
Registered
Address: ▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇,
Shijiazhuang
Legal
representative: Li Mingxia
WHEREAS:
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1.
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Party
A, a wholly foreign owned enterprise organized and existing under
the laws of PRC. (For the purpose of this Agreement, excluded Hong
Kong Special Administrative Region, Macau Special Administrative
Region and Taiwan hereinafter the “PRC”)
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2.
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Party
B, a limited liability company registered and existing under the
laws of PRC.
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3.
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Party A
and Party B have agreed that, under the law of the PRC, Party B
shall assign the equity interests of Hebei Xuhua Trading Co., Ltd
(hereinafter the “Company”) hold by itself to Party A
or any third party designated by Party A unconditionally. So the
ordinary course of business will materially impact the interest of
Party A after the acquisition of equity interest of Party
B.
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NOW THEREFORE, through mutual consultations, the Parties
have reached the following agreement:
1.
OBLIGATION
For the
purpose of guarantee the Agreements and obligations, Party B hereby
acknowledges and agrees that, other than with prior written consent
of Party A or the third party designated by Party A, Party B will
not undertake or urge the Company to undertake any transactions
which may material impact the assets, obligations, rights or
business of the company, including but not limited:
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1.1
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It will
not undertake any business beyond the ordinary scope of
business;
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1.2
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It will
not lend any loan to third party or assume any indebtedness from
any third party;
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1.3
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It will
not change or remove any directors or senior management
team.
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1.4
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It will
not sell or acquire any assets or rights exceed RMB 100,000 in
value to any third party, include but not limited to any
intellectual properties;
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1.5
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It will
not provide any of its assets or intellectual properties to be used
as securities or provide any other encumbrance
thereon;
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1.6
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It will
not modify the articles of association and bylaws of the Company or
alter the scope of business of the Company;
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1.7
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It will
not alter the operation procedure or substantially modifying the
internal system;
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1
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1.8
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It will
not transfer the rights and obligations hereunder to any third
party.
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1.9
Party A has the right to inspect the business status of Company at
any time and ask Party B for assistance, including but not limited
to provide the documents which Party A believes is necessary and to
answer the questions raised by Party A. In the event that the
conduct(s) of Party B or the Company lead the Party A reasonably
believes that it had violated the obligation provided in the
Section 1 under this Agreement, Party A is entitled to require
Party B to withdraw such conduct(s), and Party B shall cause the
Company to withdraw such conduct(s) (if possible).
2.
BUSINESS OPERATION AND PERSONNEL ARRANGEMENT
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2.1
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Party B
agrees to cause the Company to accept and enforce rigidly the
advices in connection with the appointment and dismissal of
employees, the daily business operation of the Company and the
financing management systems of the Company.
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2.2
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Party B
hereby agrees that, it will cause the Company to appoint the
persons designated by Party A to assume the position of director in
accordance with the procedure provided by laws, regulations and
articles of association, and cause such directors to elect the
chairman of the board according to the instruction by Party A.
Party B shall appoint the personnel designated by Party A as the
Company’s general manager, financial controller and other
officers
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2.3
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The
aforesaid director or officers designated by Party A shall loss all
the position in the Company in the event of dismissal (voluntarily
or involuntarily) or resignation from Party A. Party B shall cause
the Company to appoint other person designated by Party A to assume
such position under this circumstance.
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2.4
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For the
purpose of said Section 2.3, Party B will urge the Company to take
any and all necessary steps to accomplish the appointment and
dismissal procedure under the applicable law, regulations and
articles of association of the Company and provisions specified in
this Agreement.
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2.5
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Simultaneously
with the execution of this Agreement, party B agrees to execute the
Power of Attorney (“POA”), appointing Party A’s
authorized representatives as his/her attorney with the power to
vote at any meetings or in any other circumstance, Party B further
agrees to execute and deliver a new POA to the effect of
withdrawing the authorization with respect to the representative of
the Attorney in the POA and nominate the new representative as the
attorney on request of Party A.
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3.
MISCELLANEOUS
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3.1
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In the
event of expiration or termination of any one of the agreements
between the Parties, Party A is entitled to determine whether to
terminate all other agreements between the Parties.
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3.2
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Party B
agrees, it will pay or transfer unconditionally to Party A any or
all bonus, dividends or any other revenues or benefits (no matter
the form) which it obtained from the Company as the shareholder.
The taxes and expenses regard with the transfer (if any) shall be
assumed according to the applicable laws.
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4.
BREACH OF CONTRACT
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4.1
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Unless
otherwise specified hereunder, in the event that Party B fails to
perform this Agreement fully and completely or terminate its
performance temporarily, and fails to correct his non-performance
within 30 days after the acceptance of Party A’s notice, it
will be deemed as the breach of contract.
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4.2
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Any
expenses (including but not limited to attorney fees, litigation
fees, arbitration fees and travel and lodging fees),
responsibilities or damages (including but not limited to
reasonable loss of profit) undertaken by Party A arising in
connection with the non-performance of Party B hall be indemnified
by Party B.
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5. ENTIRE AGREEMENT AND
AMENDMENT
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5.1
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This
Agreement and any other contract mentioned or included expressly by
the Agreement constitute the entire the subject matter between the
Parties hereto, and supersedes all prior agreements, contracts,
understandings and communications.
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5.2
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No
amendment, supplementary or modification of this Agreement shall
occur except in writing. The amend agreement and supplementary
agreement that have been signed by the Parties shall have the same
validity as this Agreement.
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6.
GOVERNING LAW
The
execution, effectiveness, performance, construction and settlement
of dispute of this Agreement shall be governed by the laws of the
PRC.
7.
SETTLEMENT OF DISPUTE
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7.1
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In the
event of any dispute with respect to or in connection with the
construction and performance of the provisions of this Agreement,
the Parties shall first negotiate in good faith to resolve the
dispute. In the event the Parties fail to reach an agreement on the
resolution of such a dispute, any Party may submit the relevant
dispute to China International Economic and Trade Arbitration
Commission in Shijiazhuang for binding arbitration. The languages
used during arbitration shall be Chinese. The arbitration shall be
final and binding on both Parties.
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7.2
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The
Parties shall in good faith in all other respects continue their
implementation of this Agreement except issues in dispute between
the Parties.
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8.
NOTICES
All
notices and other communications given or made pursuant hereto
shall be in writing and deliverer to the address as specified below
by personally delivery, registered mail pre-paid post, courier or
facsimile transmission.
Party
A: Hebei Chuanglian Finance Leasing Co., Ltd.
Address:
▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇
Facsimile:
▇▇▇▇-▇▇▇▇▇▇▇▇
Telephone:
▇▇▇▇-▇▇▇▇▇▇▇▇
Attention:
Geng Juncai
Party
B: Hebei Hebei Yarui Trading Co., Ltd.
Address:
▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Facsimile:
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Telephone:
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Attention:
Li Mingxia
9. EFFECTIVENESS, TERMIN ATION
AND MISCELLANEOUS
9.1
This
Agreement shall expire in 10 years following the date first above
written unless terminated earlier in accordance with the provisions
specified in this Agreement. The term of this Agreement will be
automatically extended for another ten-year period upon expiry,
unless Party A filed a 3 months’ prior written notice before
the expiration of the Agreement.
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9.2
This
Agreement shall not be terminated by Party B during the term but
Party A can terminate this Agreement at any time without cause, by
giving 30 day's prior written notice to Party B.
9.3
If any
term or provision of this Agreement is determined to be invalid,
illegal or incapable of being enforced by any applicable laws and
regulations, all other conditions and provisions of this Agreement
will nevertheless remain in full force and effect. Upon such
determination that any term or other provision is invalid, illegal
or incapable of being enforced, the parties hereto will negotiate
in good faith to modify this Agreement so as to effect the original
intent of the Parties as closely as possible to the fullest extent
permitted by applicable law in an acceptable manner to the end that
the transactions contemplated hereby are fulfilled to the extent
possible.
9.4
No
delay or omission by any Party in exercising the right, power or
privilege hereunder shall be deemed as a waiver of such right,
power or privilege. The single or partial exercise of any right,
power or privilege shall not preclude any exercise of any other
right, power or privilege.
IN WITNESS WHEREOF, the parties have duly executed
this Agreement as of the date first written above.
[SIGNATURE PAGE]
Party A: Hebei Chuanglian Finance Leasing Co., Ltd.（seal）
Authorized
Representative（signature）:
Party B: Hebei Yarui Trading Co., Ltd.（seal）
Authorized
Representative（signature）:
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