Sichuan Lanbeisi Kid Castle Education Development Co., Ltd Equity Transfer Agreement
Sichuan
Lanbeisi Kid Castle Education Development Co., Ltd
Party
A:
Sichuan Province Lanbeisi Education & Culture Industrial Co., Ltd
(hereinafter “Party A” in this agreement)
Address:
|
Legal
Representative:
|
Tel:
|
Party
B:
Shanghai
Kid Castle Educational Info Constitution Company Limited
(hereinafter “Party B” in this agreement)
Address:
Room 408, 1277 Beijing West Road, Shanghai
|
Legal
Representative: ▇▇▇
▇▇▇ ▇▇▇▇
|
Tel:
▇▇▇▇▇▇▇▇▇▇▇
|
Whereas:
1)
The
Sichuan Lanbeisi Kid Castle Education Development Co., Ltd (hereinafter “Sichuan
Kid Castle” or the “company”) invested and established by Sichuan Province
Lanbeisi Education & Culture Industrial Co., Ltd on 23 June 2004 is the
educational company established according to the law; the registered capital
of
the company is RMB0.8 million, and management scope of company covers the
educational administration, training, consultancy service, enterprise image
design, marketing design, cultural articles for use and toy sale, retail of
books, periodicals and electronic publications; the company is registered at
▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇;
Party A
is the shareholder the company and owns 45% equity, and is actually responsible
for the comprehensive management of the company.
2)
Party
A and Party B negotiate to sign this equity transfer agreement, which states
that Party A shall transfer all its equity of Sichuan Kid Castle to Party B
according to the terms and conditions of agreement, and Party B shall agree
to
accept all the equity of Sichuan Kid Castle owned by Party A according to the
terms and conditions of agreement.
The
both
parties hereby agree as follows:
Article
1: Transfer Object
1.1
Party
A is the shareholder of Sichuan Kid Castle and enjoys all rights of the company
stated by the Company Law, and this transfer has been ratified by the power
authority of Sichuan Kid Castle.
1.2
Party
B accepts 45% equity of Sichuan Kid Castle owned by Party A.
1.3
The
Chengdu Lanbeisi Foreign Language Training School invested and established
by
Sichuan Kid Castle (hereinafter the “school” in this agreement) is the school
fully-owned, established and managed by Sichuan Kid Castle according to the
law;
for the establishing capital and school address, refer to the appendix of this
agreement.
Article
2: Equity Transfer Price and Payment
2.1
The
both parties agree that the total equity transfer fee in this agreement is
RMB0.32 million.
2.2
Party
B shall pay the first equity transfer fee of RMB200000
to Party
A within 2 days upon the signature of this agreement; Party B shall pay the
second equity transfer fee of RMB60000
within 5
days after the documents required for the industrial and commercial alteration
stated in article 5.1.4 of this agreement are submitted to and accepted by
the
relevant competent authorities such as the industrial and commercial
administration formally;
Party
B
shall pay the third equity transfer fee of RMB60000
within 5
days after all the above-mentioned alteration registrations/references are
finished and the corresponding licenses and certificates are
issued.
2.3
Payment of Equity Transfer Fee
Party
B
shall transfer the above-mentioned equity transfer fee to the following account
specified by Party A:
Account
Name: Sichuan
Province Lanbeisi Education & Culture Industrial Co., Ltd
Bank:
Bank
of China Shujing Avenue Branch
Account
Number: 39435388091001
Article
3: Transfer and Handover
3.1
Party
A hereby transfers the equity of Sichuan Kid Castle and all related rights,
interests and obligations to Party B according to the terms and conditions
stated in this agreement. Party B hereby accepts the equity and all related
rights, interests and obligations transferred by Party A according to the terms
and conditions stated in this agreement, unless otherwise stated in this
agreement.
3.2
The
both parties agree together as follows: the both parties will deal with the
detailed handover affair of the company and school according to the agreement
about the time, content and other aspects: Party A specify
(autographical
signature of assignee) as the check and handover principal of Party A, the
company and school; Party B1 specifies
(autographical
signature of assignee) as the check and handover principal of Party B; the
handover behaviors of principals specified by the both parties represent the
behaviors of consigner and have the legal effectiveness.
3.3
Party
A shall prepare the handover list before 10 May 2007 according to the relevant
regulations of this agreement and the detailed contents of agreement appendix,
and the handover principals specified by the both parties shall deal with all
the handover works, sign the handover list together and conclude this agreement
at the same time properly and completely. Party A guarantees that the company
management specified shall not invade and occupy the property of the
company/school arbitrarily before that.
3.4
Party
A shall hand over all the official seals, financial seal, accounting books
and
vouchers, invoices, checks and bank vouchers of the company and school to the
person specified by Party B for storage, and the financial works such as income
and expense shall be controlled together till the third equity transfer fee
is
paid. The legal representative seals of the company and school preset in the
bank (the company is
, and
the school is
)
shall
be kept by Party A during this period.
Article
4: Company Assets, Equities, Investments, Debts or
Liabilities
4.1
For
the detailed category of existing assets, category and amount of loans/debts
and
list of investments and invested institutions of the company, the contingent
debts of the company, the current condition of company customers and business,
company employees, advance expense/expanse receivable (including tuition) and
the detailed information of students list, refer to the appendix of this
agreement “current conditions list of the company”.
4.2
For
the category and amount of company licenses, certificates and official seals,
the company accounting books, vouchers (including the annual auditing report
original and attached financial statement of each year), invoices, checks,
bank
vouchers, tax returns, the company statement till the end of April 2007
(including but not limited to the balance sheet and income statement of the
company), company systems and regulations, company memorandum (signed by the
former shareholders), resolutions of each board meeting and general meeting
of
shareholders, the exterior economic agreements and interior administrative
agreements (such as the labor agreement) of the company, refer to the appendix
of this agreement “list of licenses, certificates, official seals, accounting
books, system documents and agreements”.
4.3
For
the
detailed information such as the establishing fund and school address of Chengdu
Lanbeisi Foreign Language Training School, refer to the appendix of this
agreement. For the copy of the school running license of private school and
license for private non-enterprise corporation of the school, the list of
current conditions of school, the list of certificates, licenses, official
seals, accounting books, system documents and agreements of school (the detailed
content of list shall be confirmed by article 4.1 and 4.2), refer to the
appendix.
4.4
Party
A promises that contents stated in article 4.1, 4.2 and 4.3 and all the lists
and data provided according to that agreement, the handover list agreed in
the
above articles and the recorded information such as the assets of the company
or
school are true, precise, complete and timely, and it shall be responsible
for
them.
Article
5: Promises
5.1
Party
A hereby promises:
5.1.1
to
be responsible to urge the relevant personnel to sign the legal documents
required to transact the alteration of legal representatives/principals,
directors, supervisors, and
schoolmaster
of Sichuan Kid Castle and the school and provide the data required by the
relevant competent authorities;
5.1.2
to
assist Party B to implement all the rights and obligations related with the
equity transfer and those owned by Party A in the memorandum of Sichuan Kid
Castle, recall all the directors and supervisors dispatched to the company
and
school and the legal representatives/principals of school, and these positions
shall be succeeded by the relevant personnel dispatched by Party B; this work
shall be implemented at the same time according to the regulation of article
3.3
of this agreement about the handover work, and the duty handover will become
effective since the handover day;
5.1.3
Party A shall stop implementing the shareholder rights of Sichuan Kid Castle
interiorly after the handover is completed according to article 3.3 of this
agreement, unless otherwise stated in this agreement;
5.1.4
to
be responsible to transact the full transfer/alteration registration/reference
affair of shareholders, directors, supervisors, legal representative related
with this equity transfer, the annual inspection/annual auditing of school,
the
alteration registration/reference work of legal representative, preschool
masters/schoolmaster,
directors and supervisors and the signature of all documents required at the
relevant competent authorities including the industrial and commercial
administration; the above-mentioned work shall be completed properly within
20
days after the signature of this agreement at latest;
5.1.5
to
be responsible to transact the annual inspection/annual auditing 2006 of the
school and guarantee the validity of school running licenses.
5.2
Party
B hereby promises:
5.2.1
to
support Party A to transact the full transfer/alteration affair of shareholders,
directors, supervisors, legal representative related with this equity transfer,
the annual inspection/annual auditing of school, the alteration registration
work of legal representative/principal and directors and the signature of all
documents required at the relevant competent authorities including the
industrial and commercial administration;
5.2.2
Party B satisfies the conditions to accept the agreement object regulated by
the
law before transacting the equity alteration registration;
5.2.3
Party B has adequate capital capacity to purchase the agreement
object;
5.2.4
to
implement all the rights and obligations related with the equity and those
owned
by Party A in the memorandum of Sichuan Kid Castle prudently in the interior
before the alteration procedures are completed.
Article
6: Statements and Guarantees
6.1
Party
A hereby makes the following statements and guarantees:
6.1.1
The
company/school involved in this agreement are the company/school that are
founded and established according to the local laws or governmental rules and
effective and sustaining before the annual inspection/annual auditing agreed
in
article 5.1, and are consistent with the laws and regulations upon the
registration and the requirement of government rules.
6.1.2
Party A has the adequate right capacity and behavior capacity to make the
transfer and has taken all necessary steps and actions to implement this
transfer. The company/school has not any activity except for the normal
management activity from the signature date to the handover complete
day.
6.1.3
Party A hereby guarantees and states that Party A is the only owner of
transferred equity and the there is not any dispute on the transferred equity
owned by Party A; any other guarantee, mortgage, pledge, lien or compensation
claim right is not set on the equity to be transferred.
6.1.4
Party A has stated the assets, loans and debts of Sichuan Kid Castle/Chengdu
Lanbeisi Foreign Language Training School faithfully (for the details, refer
to
the list agreed in article 4), and has not set any guarantee, mortgage, pledge,
lien or compensation claim right on the assets or loans under the name of the
company/school; i.e. it has the full ownership.
6.1.5
Party A shall neither urge Sichuan Kid Castle to transfer the full or part
capital of invested school in any mode nor set any mortgage on the capital
nor
change the establishing capital and capital of school by any mode without the
written consent of Party B before the content of this agreement is implemented
properly; it shall neither decrease or be possible to decrease the value of
school (including the intangible assets, commodity credit and reputation of
the
school)nor change the current operating status of school (including but not
limited to the properties and students of school).
6.1.6
Party A shall implement the following obligation unless with the written consent
of Party B before the content of this agreement is implemented properly: (1)
it
shall not transfer or set any mortgage or pledge on the assets of school; (2)
it
shall not sign any document or conclude any understanding to give up the rights
of school; (3) it shall not modify the memorandum, systems or similar documents
of the school; (4) it shall not sign, supplement or implement any merger or
transfer agreement with similar ▇▇▇▇▇ or content to this agreement with any
third party; (5) it shall support Party B to implement the normal
management.
6.1.7
Party A promises there is not any following affairs: (1) the school has not
been
managed illegally and has paid the tax legally; (2) the school neither have
any
external debt/liability nor default any money of staff or students nor have
other significant liability (the economic loss amounts to over RMB20000); (3)
it
has not extracted the capital of school or embezzled/invaded and occupied the
capital or other properties of school; (4) the school has not bee involved
into
any tortious or breaching dispute of lawsuit/arbitration mode till the signature
date.
6.1.8
Party A promises and guarantees that Party A shall implement the same
obligations to Party B upon Sichuan Kid Castle according to the promise and
guarantee contents of above-mentioned article 6.1.4, 6.1.5, 6.1.6 and
6.1.7.
6.2
Party
B hereby makes the following statements and guarantees:
6.2.1
All
the obligations related with Party B stated in this agreement are binding to
it
before the alteration registration procedure required for the equity transfer
is
completed.
6.2.2
Party B has adequate right and capacity to make the acceptance and has taken
all
necessary steps and actions to implement this transfer.
6.2.3
It
shall neither transfer the equity under the name of Sichuan Kid Castle to the
third party nor make the guarantee externally with the properties of company
before the alteration registration procedure required for the equity transfer
is
completed.
6.2.4
Party B is obligated to keep secret for all the information of Party A known
by
Party B in this equity transfer agreement, which includes but is not limited
to
the management condition, financial condition, business secret and know-how,
unless otherwise stated definitely by the law or required compulsively by the
judiciary authority, while those required for the normal management of the
company and school are excluded.
6.3
The
statements and guarantees contained in the above-mentioned article 6.1 and
6.2
shall be made on the signature date of this equity transfer
agreement.
Article
7: Expenses Undertaking and Others
7.1
The
administrative fees and statutory expenses due to this equity transfer and
the
alteration registration/reference of school (including but
not
limited to the alteration registration fee) shall be undertaken by Sichuan
Kid
Castle and the school.
7.2
The
party breaching the promise, statement and guarantee or whose promise, statement
and guarantee is untrue, imprecise or incomplete shall undertake the liability
or debt corresponding with the promised, stated or guaranteed contents; if
the
company/school undertakes in advance according to the law, the opposing party
or
the company/school is entitled to claim compensation from it.
Article
8: Breaching Liabilities
8.1
It
will constitute the breach of agreement if any party breaches the promise,
guarantee, limitation or forbidden content of this agreement, and the breaching
party shall pay the penalty to the opposing party based on the standard
equivalent to 20% of total agreement price, and the opposing party is also
entitled to claim the breaching party to keep implementing this
agreement.
8.2
If
the equity transfer agreed in this agreement can not be completed or the school
can not keep running legally due to the cause of Party A, Party A shall pay
the
penalty based on the standard equivalent to 20% of total agreement price and
return all the money paid by Party B; if the equity transfer agreed in this
agreement can not be completed due to the cause of Party B, Party B shall pay
the penalty to Party A based on the standard equivalent to 20% of total
agreement price and return the handed-over properties and data.
8.3
It
will constitute the breach of agreement if any party breaches the regulation
of
this agreement and defers implementing the obligations agreed in this agreement,
the breaching party shall pay the penalty of RMB50000 to the opposing party,
and
the opposing party is also entitled to claim the breaching party to keep
implementing this agreement; if the deferred implementation exceeds 1 month,
the
opposing party is entitled to cancel this agreement; if the company and school
have the loss out of the normal management activity during the period, it shall
be undertaken by Party A if it occurs before the handover work stated in article
3.3 is completed, or it shall be undertaken by Party B.
8.4
If
the loss of innocent party resulted from the breaching behavior of breaching
party is larger than the penalty, the breaching party shall pay the balance
other than the penalty to the innocent party.
Article
9: Governing Law and Arbitration
9.1
Governing Law
The
equity transfer agreement shall be only governed by the law of People’s Republic
of China and shall be interpreted according to it, but the conflict law rules
are excluded. If any article or regulation in this agreement is illegal or
invalid wholly or partly according to any law or statute, this
article/regulation or part of it shall not be regarded as a part of this
agreement, and the validity of other part of this agreement won’t be
influenced.
9.2
Arbitration
Any
dispute arising from this agreement or related with this agreement shall be
solved by the friendly negotiation of both parties; if the negotiation fails,
the arbitration shall be submitted to Shanghai Arbitration Commission according
to the regulation of Arbitration Law; the arbitration expense and the expense
to
implement the arbitration (including the witness fee and attorney fee) shall
be
undertaken by the loser, unless otherwise stated in the arbitration verdict;
If
the dispute occurs and is submitted to the arbitration, the both parties shall
keep implementing the retaining rights and obligations under this agreement
except for the disputed affair.
Article
10: Miscellaneous
10.1
This
agreement will become effective upon the signature day; this agreement is in
quintuplicate, Party A and Party B hold one respectively, Sichuan Kid Castle
holds one, and one is used for the industrial and commercial
registration.
10.2
Appendixes: the appendixes and the handover list agreed in article 3 have the
same legal effectiveness with this agreement.
1)
the
copy of business license of Party A, Party B and Sichuan Kid Castle, the
resolutions
of each board meeting and general meeting of shareholders;
2)
the
current
conditions list of the company of Sichuan Kid Castle, and the list of licenses,
certificates, official seals, accounting books, system documents and
agreements;
3)
the
school running license of school and license for private non-enterprise
corporation registration, the list of current conditions of school, the list
of
certificates, licenses, official seals, accounting books, system documents
and
agreements of school.
Party
A
(Seal): Sichuan Province Lanbeisi Education & Culture Industrial Co.,
Ltd
Legal
Representative:
Party
B
(Seal): Shanghai
Kid Castle Educational Info Constitution Company Limited
Legal
Representative: Min-Tan
Yang
Signature
Date: 10 May 2007
Agreement
As
the
holding shareholder of Party C1, Party A1 and Party A2 signed the equity
transfer agreement with Party B on 10 May 2007 about the detailed affair of
transferring all the equity of Party C1 to Party B; as the related parties
of
the equity transfer behavior, now Party C1 and Party C2 conclude the following
agreement for the 2 equity transfer agreements and other affairs with Party
A
and Party B based on the negotiation:
1.
Party
C1 and Party C2 confirm all contents of the above-mentioned 2 equity transfer
agreements and do their best to support Party A and Party B to implement the
relevant power/right and each obligation according to the above-mentioned
agreements; they also issue the relevant documents required to be issued by
Party C1 and Party C2 to realize the equity transfer and relevant alteration
and
implement the relevant alteration registration obligation.
2.
Party
C1 and Party C2 promise and guarantee to abide by the article 1, 3.2, 3.3,
4,
5.1, 6.1 7 and 9 of the above-mentioned equity transfer agreement and agree
to
undertake the liability for the promise and guarantee according to article
8 of
this agreement.
3.
Party
A, Party B and Party C confirm together this agreement is the supplementary
of
above-mentioned 2 equity transfer agreements, which are binding to Party A,
Party B and Party C; the unstated affairs in this supplementary agreement shall
be implemented according to the corresponding articles of equity transfer
agreement.
4.
This
supplementary agreement will become effective upon the signature date; this
agreement is in quintuplicate, each of the 5 subjects of Party A, Party B and
Party C holds one.
Party
A (Seal and Signature):
Party
A1:
Sichuan Province Lanbeisi Education & Culture Industrial Co.,
Ltd
Legal/Authorized
Representative:
Party
A2:
Sichuan
Province Education Institutional Service Center
Legal/Authorized
Representative:
Party
B
(Seal and Signature):
Shanghai
Kid Castle Educational Info Constitution Company Limited
Legal/Authorized
Representative: Min-Tan Yang
Party
C
(Seal and Signature):
Party
C1:
Sichuan Lanbeisi Kid Castle Education Development Co., Ltd
Legal/Authorized
Representative:
Party
C2:
Chengdu Lanbeisi Kid Castle Foreign Language Training School
Legal/Authorized
Representative:
Signature
Date: _________ May
2007
Letter
of Announcement
Whereas
Sichuan
Province Education Institutional Service Center and Sichuan Province Lanbeisi
Education & Culture Industrial Co., Ltd would like to transfer all their
equity in Sichuan Lanbeisi Kid Castle Education Development Co., Ltd to
Shanghai
Kid Castle Educational Info Constitution Company Limited, the announcers hereby
announce respectively as follows:
1.
Sichuan Province Education Institutional Service Center agrees Sichuan Province
Lanbeisi Education & Culture Industrial Co., Ltd to transfer its 45% equity
in Sichuan Lanbeisi Kid Castle Education Development Co., Ltd to Shanghai
Kid Castle Educational Info Constitution Company Limited and gives up the
preferential purchase right of the equity.
2.
Sichuan Province Lanbeisi Education & Culture Industrial Co., Ltd agrees
Sichuan Province Education Institutional Service Center to transfer its 10%
equity in Sichuan Lanbeisi Kid Castle Education Development Co., Ltd to
Shanghai
Kid Castle Educational Info Constitution Company Limited and gives up the
preferential purchase right of the equity.
3.
Shanghai
Kid Castle Educational Software Development Company Limited agrees Sichuan
Province Lanbeisi Education & Culture Industrial Co., Ltd and Sichuan
Province Education Institutional Service Center to transfer their 45% and 10%
equity in Sichuan Lanbeisi Kid Castle Education Development Co., Ltd to
Shanghai
Kid Castle Educational Info Constitution Company Limited and gives up the
preferential purchase right of the equity.
It
is
hereby promised and announced. This letter of announcement is in quintuplicate.
Announcers
(Seal and Signature):
Sichuan
Province Lanbeisi Education & Culture Industrial Co., Ltd
Sichuan
Province Education Institutional Service Center
Kid
Castle Educational Software Development Company Limited
Date:
10
May 2007