THE PERSONS NAMED IN SCHEDULE 1 And COMTECH GROUP And UNITED INFORMATION TECHNOLOGY CO. LTD. TERMINATION OF UIT SHARE PURCHASE AGREEMENT
Exhibit
10.2
THE
PERSONS NAMED IN SCHEDULE 1
And
COMTECH
GROUP
And
UNITED
INFORMATION TECHNOLOGY CO. LTD.
1
THIS
AGREEMENT (this
“Agreement”)
is
made on 6 August, 2006 by and among Comtech Group (the “Comtech”),
a
company incorporated and existing under the laws of the Cayman Islands, United
Information Technology Co. Ltd., a company incorporated and registered in
British Virgin Islands (
the
“Company”),
[ ],
a
wholly
foreign owned enterprise established in the People’s Republic of China (the
“Subsidiary”),
the
previous holders of Common Shares of the Company listed on Schedule 1 hereto
(the “Previous
Shareholders”)
who
were the shareholders of the Company prior to Previous Shareholders agreed
to
sell shares of the Company to Comtech on May 12, 2005 .
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1.
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WHEREAS:
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|
1.1
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An
agreement was made on 12 May, 2005 by and among Comtech, the Company,
the
Subsidiary and the Previous Shareholders (the “Previous
Share Purchase Agreement”
set forth in Schedule 2 hereto).
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| 2. |
AGREEMENT:
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| 2.1 |
Comtech,
the Company, the Subsidiary and the Previous Shareholders agree that
upon
the Completion of the sale of shares of the Company as defined in
the
agreement of
the Sale and Purchase of Shares in the Company (the “New Share Sale
Agreement”as set forth in Schedule 3 hereto) dated
on August 6, 2006 by and among Comtech, United Information Technology
Co.
Ltd., a company incorporated and registered in Cayman Islands, the
Company, the Subsidiary, the
Previous Share Purchase Agreement shall be terminated and void with
immediate effect, and all the obligations, rights, responsibilities,
liabilities and representations and warranties of Comtech Group shall
be
void and no longer have any effect. The Previous Shareholders do
not
object Comtech to enter the New Share Sale Agreement, and waive all
the
rights of the Previous Shareholders under the Previous Share Purchase
Agreement. The Company, the Subsidiary and the Previous Shareholders
further agree to waive the right to xxx Comtech related to any claims
or
potential claims related to the Previous Share Purchase Agreement
or
arising from the Company and /or from the Subsidiary. The Company,
the
Subsidiary and the Previous Shareholders further agrees to indemnify
Comtech from damages, any liabilities or potential liabilities related
to
the Previous Share Purchase Agreement or claims related to the Company
or
the Subsidiary.
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2
| 2.2 |
It
is hereby acknowledged and agreed by each of the parties hereto that
each
of the parties hereto unconditionally and irrevocably waive all its
rights, claims, interests, remedies, powers and actions pursuant
to and
arising from or in connection with the Previous Share Purchase Agreement
and, accordingly, each of the parties hereto shall be unconditionally
and
irrevocably released from all obligations and liabilities assumed
or
incurred by it pursuant to the Previous Share Purchase Agreement
with
effect from the date of this
Agreement.
|
| 3 |
General
Provisions
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| 3.01 |
Each
of the parties hereto shall pay its own legal costs and charges and
all
other fees, costs, charges and expenses connected with the negotiation,
preparation and implementation of this
Agreement.
|
| 3.02 |
Any
notice required to be given under this Agreement shall be deemed
duly
served if left at or sent by registered post to, to the parties hereto
at
the address first mentioned above or such other address as shall
have been
notified in writing by or on behalf of such party to the other. Any
such
notice shall be deemed to be served at the time when the same if
left at
the address of the party to be served or if served by post on the
second
day (not being a Sunday or public holiday) next following the day
of
posting.
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| 3.03 |
This
Agreement represents the entire agreement between the parties and
supersedes any and all previous agreements in relation to the subject
matter hereof.
|
| 3.04 |
No
variation, or waiver of any right in relation to, this Agreement
shall be
effective unless or made confirmed in writing and signed by each
party.
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| 3.05 |
The
provisions of this Agreement are severable and if any provision is
held to
be invalid, illegal or unenforceable by any court of competent
jurisdiction then such invalidity, illegality or unenforceability
shall
not affect the remaining provisions of this
Agreement.
|
| 3.06 |
| 3.07 |
This
Agreement is binding on and shall ensure for the benefit of each
party’s
successors and assigns but no right or obligation hereunder shall
be
capable of assignment or transfer by any party without the written
consent
of the other.
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Execution
appears of following page.
This
Agreement was signed by the parties on the date first written
above.
3
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SIGNED
by
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)
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|
for
and on behalf of
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) /s/
Xxxxxxx Xxxx
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Comtech
Group
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)
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in
the presence of:
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SIGNED
by
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)
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for
and on behalf of
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) /s/
Xxxxxxx Xxxx
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United
Information Technology Co. Ltd (a company incorporated
under
the laws of the British Virgin Islands)
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)
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in
the presence of:
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SIGNED
by
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)
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for
and on behalf of
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) /s/
Xxxxxxx Xxxx
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[
]
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)
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in
the presence of:
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SIGNED
by
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)
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XXXX
Xxx ( )
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) /s/
Xxxx Xxx
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in
the presence of:
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)
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4
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SIGNED
by
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)
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XXX
Xxxx Li ( )
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) /s/
Xxx Xxxx Li
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in
the presence of:
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)
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SIGNED
by
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)
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for
and on behalf of
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)
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Pioneer
System Investment Limited
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)
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in
the presence of:
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SIGNED
by
|
)
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XXX
Xxx Ming ( )
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) /s/
Xxx Xxx Ming
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in
the presence of:
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)
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SIGNED
by
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)
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XXXX,
Xxxxxxx ( )
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) /s/
Xxxxxxx Xxxx
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in
the presence of:
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)
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5
Schedule
1
The
Previous Shareholders
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Name
|
Number
of
Common
Shares
|
Ownership
(%)
|
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XXXX
Xxx ( )
|
2,776
|
27.76
|
|
XXX
Xxxx Li ( )
|
2,086
|
20.86
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Pioneer
System Investment Limited
|
2,780
|
27.80
|
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XXX
Xxx Ming ( )
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1,179
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11.79
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XXXX,
Xxxxxxx ( )
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1,179
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11.79
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Total
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10,000
|
100.0
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The
registered address of all existing shareholders is
[
]1501(518057)
6
