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EXHIBIT NUMBER 4(a)3
CONTRACT FOR DISPOSAL OF 25% INTEREST IN HANGZHOU ZHONGCE
Vendor : China Enterprises Limited ("Party A")
Registered Office : Cedar House, 00 Xxxxx Xxxxxx, Xxxxxxxx XX00, Xxxxxxx
Registered Representative : Dr. Xxxx Xxxx Xxxxx, Xxxxxxx
Purchaser : Hangzhou Industrial & Commercial Trust & Investment Co., Ltd. ( "Party B")
Registered Office : 11/F., Zhongcai Fozhan Tower, 000 Xxxxxxxx Xxxx, Xxxxxxxx Xxxx, Xxxxxxxx Xxxxxxxx, Xxxxx
Registered Representative : Xxxxx Xxxxx Xxx
Whereas: -
(1) Party A and Hangzhou Rubber Factory are the shareholders of Hangzhou
Zhongce Rubber Co., Limited (the "Joint Venture"), a Sino-foreign
equity joint venture enterprise founded on June 12, 1992.
(2) Upon the date of signing this agreement, Party A beneficially owned
51% equity interest in Hangzhou Zhongce Rubber Co., Limited.
(3) Party B is a Company incorporated with limited equity liability under
the approval of Administrative Offices for Industry and Commerce of
Hangzhou City.
(4) In order to adopt the demand of a modern operating enterprise, Party
A would like to disposal of, while Party B would like to acquire 25%
interests in the owned Joint Venture out of the 51% equity interest
owned by Party A.
On a honest, trustful, mutual beneficial, fair and willing basis, and
pursuant to all terms and conditions set out in the equity joint venture
contract, the articles of association and the related Chinese regulation.
1. TRANSFER OF EQUITY SHAREHOLDING
1.1 Party A agrees to transfer legally its 25% beneficial interests in
the Joint Venture, according to the terms and methods as stipulated
by this contract, to Party B. Party B agrees to accept 25%
beneficial interests owned by Party A, according to the terms and
methods as stipulated by this contract.
2. CONSIDERATION AND THE METHOD OF PAYMENT
2.1 Both parties agree the consideration for the share transfer as
mentioned in this contract is Rmb164,659,656.90;
2.2 Method of payment for the consideration: Party B shall deliver the
consideration mentioned in section 2.1 to Party A within 15 working
days after the China Commercial Department approved the share
transfer.
3. WARRANTIES AND UNDERTAKINGS OF THE VENDOR
3.1 Party A confirms that it has the full legal rights and title to the
said equity without the consent of any third party. of the said
equity interests are free from all and any encumbrances whatsoever;
3.2 Party A shall issue an official receipt after receiving the
consideration;
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3.3 Party A did not enter into any agreement or contract which is in
conflict with the contents of this contract;
3.4 Party A shall provide to Party B true, accurate and detailed
financial and assets information of its and the Joint Venture;
3.5 In order to expand the production of the Joint Venture continuously,
both Party A and Party B agree that no dividend will be distributed
within two years from the completion date of the share transfer.
4. WARRANTIES AND UNDERTAKINGS OF PURCHASER
4.1 Party B has full power and capacity to enter into and perform the
above-mentioned share transfer of Party A's beneficial interests in
the Joint Venture;
4.2 Party B shall pay the consideration according to the agreed timing
as mentioned in this contract on a timely basis;
4.3 Party B did not enter into any agreement or contract which is in
conflict with the contents of this contract;
4.4 Party B shall provide to Party A true, accurate and detailed
financial and assets information of it;
4.5 When Party B become the shareholder of the Joint Venture, it must
abide by all related terms of the equity joint venture contract and
the articles of association and bare all corresponding obligation
and entitled to all corresponding rights;
4.6 In order to expand the production of the Joint Venture continuously,
both Party A and Party B agree that no dividend will be distributed
within two years from the completion date of the share transfer.
5. APPROVAL FOR THE SHARE TRANSFER AND BUSINESS REGISTRATION
5.1 Both Party A and Party B agree to authorize Hangzhou Rubber Factory
to handle the application for the approval of the share transfer and
for the approval of amend equity joint venture contract and amending
the articles of association shall be done by, which is authorized
by;
5.2 Upon completion of the share transfer, the Joint Venture shall apply
for amending its business registration through the Administrative
Offices for Industry and Commerce;
5.3 All costs and fee incurred from the performance of this contract,
shall be borne must be strictly abide by the Joint Venture.
6. OBLIGATIONS IN CASE OF BREACH OF CONTRACT
6.1 Both Party A and Party B must be strictly abide by the terms of this
contract. Any party failed to perform or failed to be abide by the
terms of this contract is deemed to be in breach of this contract.
Party in breach of this contract shall bear all losses and economic
damages of the other party incurred thereof;
7. FORCE MAJEURE
7.1 Any party failed to perform the terms of this contract resulting
from earthquake, fire or change of Chinese governmental policies,
etc., shall not be liable to any obligation in case of in breach of
contract.
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8. COMPLETION
8.1 Completion shall take place by the satisfaction of the following
conditions: -
a. Both Party A and Party B duly executed this contract;
b. The board of directors of the Joint Venture resolved to approve
the execution of this contract;
c. A letter of consent shall be executed by the minority shareholder
of the Joint Ventures, Hangzhou Rubber Factory;
d. An approval obtained from the Chinese Commercial Department.
9. JURISDICTION
9.1 The parties agree that any legal action or proceeding arising out of
or relating to this contract may be brought in the civil courts of
Hangzhou city and irrevocably submits to the non-exclusive
jurisdiction of such courts.
10. ATTACHMENTS TO THIS CONTRACT
10.1 All attachments of this contract are undividable part of this
contract, which have the same legal position as this contract.
11. AMENDMENTS IN WRITING
11.1 Any amendment or wavier of any provision of this contract and any
waiver of any default under this contract shall only be effective if
made in writing and signed by both Party A and Party B.
12. OTHERS
12.1 This contract and the rights and obligations of the parties
hereunder shall be governed by and construed in accordance with the
laws of the Peoples' Republic of China.
12.2 This contract is prepared in Chinese and has 10 original copies.
Party A, Party B and Hangzhou Rubber Factory retain one copy each
respectively and the remaining 7 copies are filed to the regulatory
authority for approval.
This agreement was signed on June 15, 2002 in Hangzhou City, Zhejiang Province.
PARTY A: PARTY B:
CHINA ENTERPRISES LIMITED HANGZHOU INDUSTRIAL & COMMERCIAL TRUST &
INVESTMENT CO., LTD.
/s/ Xx Xx Xxx /s/ Xxxxx Xxxxx Xxx
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LI WA XXX XXXXX XXXXX XXX
Seal: Seal:
[English language translation of original contract which is in Chinese]
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