Equity Interest Transfer Agreement on Equity Interest of Jinzhou Halla Electrical Equipment Co., Ltd.
Equity
Interest Transfer Agreement on Equity Interest of Jinzhou Halla Electrical
Equipment Co., Ltd.
Party A:
Wonder Auto Limited
Party B:
Jinzhou Halla Investment Co., Ltd
Whereas
the Party A is the foreign investor of Jinzhou Halla Electrical Equipment Co.,
Ltd (“Jinzhou Halla”), Jinzhou Hall was founded as a Sino-foreign joint venture
enterprise upon approval by Jinzhou Foreign Economic Commission at March 21,
1996 with a registered capital of USD31.9 million;
Whereas
the Party A intends to transfer a 1.10% equity interest in Jinzhou
Halla;
Whereas
the Party B is a legal entity, and willing to purchase the equity interest from
Party A to participate in the existing business of Jinzhou Halla;
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1.
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The
Party A agrees to transfer a 1.10% equity interest in Jinzhou Halla to
Party B;
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2.
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The
Party B agrees to purchase the 1.10% equity interest Party A owns in
Jinzhou Halla;
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3.
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The
equity interest transfer contemplated by this Agreement has been reviewed
and approved by the Boards of Directors of both Party A and Party
B;
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4.
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The
Board of Directors of Jinzhou Halla held a full meeting to review the
equity interest transfer contemplated by this Agreement, and a Board
Resolution was passed approving this Agreement, the equity interest
transfer contemplated hereby and related
issues;
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5.
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Both
the Party A and the Party B fully understand their respective
responsibilities with regard to the equity interest transfer contemplated
hereby, and all agreed to implement the share transfer according to
governing laws.
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Now,
Therefore, Both parties under the relevant PRC laws and regulations, through
friendly consultations, the principle of equality and mutual benefit, the share
transfer agreement is signed, and the Parties agree to abide by:
Article
1 Parties of This Agreement
1.1
Transferor: Wonder Auto Limited (“Party A”)
Legal
address: P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola,
British Virgin Islands
Legal
person: ▇▇▇▇▇▇▇ ▇▇▇▇
Nationality:
The People’s Republic of China
1.2
Purchaser: Jinzhou Halla Investment Co., Ltd. (“Party B”)
Legal
address: ▇▇. ▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
P.R. China
Legal
person: ▇▇▇ ▇▇▇▇▇
Nationality:
The People’s Republic of China
Article
2 Location of Signing this Agreement
2.1 The
location of signing this Agreement: Jinzhou City, Liaoning Province, P.R.
China.
Article
3 Transfer Target and Consideration
3.1 The
Party A agrees to transfer a 1.10% equity interest in Jinzhou Halla to Party
B;
3.2 The
Party B agrees to purchase the above said equity interest;
3.3 Both
Parties agreed that the consideration shall be determined in accordance with the
results of the valuation report of Jinzhou Halla on the base date of September
30, 2010;
3.4 Both
Parties agree that the consideration shall be RMB11.35 million, and actual
payment shall be effected in equivalent amount of U.S. dollars;
3.5 The
Party A guarantees that the equity interest transfer to Party B is of its full
independent enjoyed rights with no pledge, no involvement in any disputes or
litigation.
Article
4 Payment of the Consideration
4.1
Within 90 days after entry into force of this Agreement, Party B shall pay the
full amount of the consideration stipulated in this Agreement to Party A; provided, however,
that if full payment of the consideration is not received in accordance with the
terms hereof, the equity interest transfer contemplated by this Agreement shall
be null and void.
4.2 Party
B shall effect payment into the bank account designated by Party A.
Article
5 Equity Interest Transfer
5.1
Within 90 days of entry into force of this Agreement and assuming all
consideration has been paid in full, the Parties shall jointly commission the
Board of Directors of Jinzhou Halla for registrations of the equity interest
transfer;
5.2
Changes in registration of the above equity interest shall be done within 90
days after entry into force of this Agreement.
Article
6 Rights and Responsibilities of Both Parties
6.1 After
completion of the ownership change in registration, The Party B will become a
1.10% shareholder of Jinzhou Halla and enjoy the corresponding rights and
interests;
6.2 The
Party A and Party B shall keep all information related to this transfer and
related matters confidential until the completion of the transfer contemplated
by this Agreement;
6.3 The
Party B shall effect payment of the consideration at the time required by and
otherwise in accordance with stipulations of this Agreement;
6.4 The
Party A shall provide necessary cooperation and assistance to Party B for
authority approval, change in registration, etc.;
6.5 Upon
the date of signing of this Agreement, the Party A shall transfer its ownership
of a 1.10% equity interest in Jinzhou Halla to the Party B and the Party A shall
no longer have any rights of the transferred equity interest contemplated in
this Agreement;
6.6 The
Party A promises to keep strictly confidential, including, without limitation,
ensuring that its shareholders and/or officers or employees with access to
special information maintain the confidentiality of, all confidential or
proprietary information of Jinzhou Halla (including, but not limited to,
financial status, customers, supplier resources, intellectual property, business
operations, techniques, know-how, marketing, sales, formulae, ideas, costs,
pricing and business channels etc.), these obligations shall prohibit, without
limitation, any kind of disclosure to a third party, or any use for or
application to its own business.
Article
7 Breach of Contract
7.1 After
signing of this Agreement, any Party that fails to perform or fully comply with
the provisions of this Agreement shall be deemed in breach of contract. The
breaching party shall be liable for all direct economic losses incurred by the
non-breaching party;
7.2 In
case one party is in breach of contract, the non-breaching party has the right
to request the breaching party to continue performance of this Agreement and, if
the breaching party fails to perform all of its obligations hereunder required
to be performed as of such time within ten (10) days of any such request, the
non-breaching party shall be entitled to terminate this Agreement.
Article
8 Change and Relieve of This Agreement
8.1 Any
change of this Agreement shall require the consent of both parties in written
form. In case no agreement is reached, the existing terms of this Agreement
shall remain in force;
8.2 The
two parties agreed that to sign and stamp on a written consent when termination
of this Agreement is unavoidable.
Article
9 Applicable Laws and Dispute Settlement
9.1 The
applicable laws of this Agreement is the laws of the People’s Republic of
China;
9.2 Any
disputes arising from the performance of this Agreement or in connection with
this Agreement shall be settled through friendly negotiations by both parties;
if the negotiations fail, either party has the right to sue in a
court.
Article
10 Entry into Force of This Agreement and Miscellaneous
10.1 This
Agreement shall entry into force upon signing and stamping in three (3) original
copies, one for Party A and Party B respectively, and one for relevant authority
for approval purpose.
Party
A: Wonder Auto Limited
Legal
person (authorized representative): _________________
Signing
date: _________________
Party
B: Jinzhou Halla Investment Co., Ltd.
Legal
person (authorized representative): _________________
Signing
date: _________________