Supplemental Agreement to Share Transfer Agreement by and between Guangdong Meidiya Investment Co., Ltd. and Beijing Min Si Lian Hua Investment Management Co., Ltd. Regarding Beijing Fanhua Datong Investment Management Co., Ltd.
Exhibit 4.33
English Translation for Reference
English Translation for Reference
Supplemental Agreement
to
by and between
Guangdong Meidiya Investment Co., Ltd.
and
Beijing Min Si ▇▇▇▇ ▇▇▇ Investment Management Co., Ltd.
Regarding
Beijing Fanhua Datong Investment Management Co., Ltd.
This Supplemental Agreement to the Share Transfer Agreement (“this Agreement”) is made by the
following parties in Beijing on March 24, 2011.
Transferor: Guangdong Meidiya Investment Co., Ltd. (“Guangdong Meidiya” or the “Transferor”)
Address: ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇. ▇▇ Sanyuanli Boulevard, Baiyun District, Guangzhou
Address: ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇. ▇▇ Sanyuanli Boulevard, Baiyun District, Guangzhou
Transferee: Beijing Min Si ▇▇▇▇ ▇▇▇ Investment Management Co., Ltd. (“Min Si ▇▇▇▇ ▇▇▇” or the
“Transferee”)
Address: ▇▇▇▇ ▇▇▇▇, Qing ▇▇▇ ▇▇▇▇ Dai Building, Block 9, Man ▇▇▇▇ ▇▇▇▇ Yuan Zone, Qing ▇▇▇ ▇▇, Haidian District, Beijing
Address: ▇▇▇▇ ▇▇▇▇, Qing ▇▇▇ ▇▇▇▇ Dai Building, Block 9, Man ▇▇▇▇ ▇▇▇▇ Yuan Zone, Qing ▇▇▇ ▇▇, Haidian District, Beijing
Third Party: ▇▇▇▇▇▇ ▇▇▇ (the “Third Party”)
ID Card No.: 432901195707202037
Address: ▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇. ▇▇ Banjing Road, Haiding District, Beijing
ID Card No.: 432901195707202037
Address: ▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇. ▇▇ Banjing Road, Haiding District, Beijing
The three parties mentioned above are referred to collectively as the “Parties”.
WHEREAS:
| 1. | In accordance with the Share Transfer Agreement signed by the Parties on the same date of
this Agreement, the Transferor agrees to transfer to the Transferee, and the Transferee agrees
to accept the transfer from the Transferor all of its 55% equity interest in Beijing Fanhua
Datong Investment Management Co., Ltd. (“Datong Investment”) (the “Equity Transfer”). |
| 2. | The Parties agree to enter into the following supplemental agreement in respect of the
effectiveness and termination of the Share Transfer Agreement mentioned above. |
NOW, THEREFORE, it is unanimously agreed as follows:
| 1. | The Share Transfer Agreement shall automatically terminate and become invalid if one of the
following circumstances occurs: |
| (i) | if the Transferee fails to pay to the Transferor the Equity Transfer Price of
RMB11 million in full within two workings days from the execution of the Share
Transfer Agreement; or |
| (ii) | if the Closing of the Share Purchase Agreement entered into by and among
Winner Sight Global Limited, CNinsure Inc., CISG Holdings Ltd., Guangdong Meidiya
Investment Co., Ltd., ▇▇▇▇▇▇ ▇▇▇, Expert Central Limited, ▇▇▇▇▇▇▇ Holdings Limited,
Datong International Holdings Limited, Datong Group Limited, Beijing Dahua Rongjin
Information Technology Co., Ltd., Beijing Fanhua
Datong Investment Management Co., Ltd. and Datong Insurance Sales & Service Company
Limited in relation to the trading of Class B common shares of Datong International
Holdings Limited does not take place within two working days from the execution of the
Share Transfer Agreement. |
| 2. | If the Share Transfer Agreement automatically terminates pursuant to the above requirements: |
| (i) | the Parties shall use their best effort to offer cooperation to cause the
equity interest of the Transferor in Datong Investment to resume to its original
status, and the actions to be taken shall include but not limit to withdrawing any
application documents submitted to the relevant industrial and commercial
administrative bureau with respect to the Equity Transfer; |
| (ii) | to the extent that the Share
Transfer Agreement terminates due to the
occurrence of the circumstance described in paragraph 1(ii) above, if the Transferee
has paid the Equity Transfer Price of RMB11 million, the Transferor shall return the
full amount of payment to the Transferee within two working days of the receipt of
such payment. |
| 3. | Unless otherwise herein required, the other provisions of the Share Transfer Agreement shall
remain unchanged. |
| 4. | This Agreement and the dispute resolution in connection therewith shall be governed by
Article 8 of the Share Transfer Agreement. |
| 5. | This Agreement is written in Chinese and shall become effective once it is signed by the
Parties on the date as first written above. This Agreement is executed in four originals with
each of the Parties and Datong Investment holding one original. All of them shall have the
same legal effect. |
(The remainder of this page is intentionally left blank)
[The remainder of this page is intentionally left blank. This page is the signature page of the
Supplemental Agreement to the Share Transfer Agreement by and among Guangdong Meidiya Investment
Co., Ltd., Beijing Min Si ▇▇▇▇ ▇▇▇ Investment Management Co., Ltd. and ▇▇▇▇▇▇ ▇▇▇ regarding Beijing
Fanhua Datong Investment Management Co., Ltd.]
Guangdong Meidiya Investment Co., Ltd. (Chop)
[Chop affixed]
Legal Representative (or Authorized Representative): /s/ ▇▇▇▇▇▇▇ ▇▇▇
Beijing Min Si ▇▇▇▇ ▇▇▇ Investment Management Co., Ltd. (Chop)
[Chop affixed]
Legal Representative (or Authorized Representative): /s/ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ (Signature): /s/ ▇▇▇▇▇▇ ▇▇▇