Restated and Amended Equity Transfer Agreement
Restated
and Amended Equity
Transfer Agreement
This
Restated and Amended Equity Transfer Agreement is concluded by the following
parties in Shenzhen on September 22, 2008:
The
transferors:
Xxxx
Xxxxxx (formerly known as Zhao Taisheng) (“Party A”)
Domicile:
Xx. 00, Xxxx Xxxxxx, Xxxxxxxxxx Xxxx, Xxxxx Xxxxxx, Xxxxxxxx Xxxxxxxx
ID
No. :
512922196310057958
Xxxxx
Xxxxxxxx (“Party B”)
Domicile:
Xx. 00, Xxxxxxx Xxxxxx, Xxxxxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx Xxxxxxxx
ID
No. :
330323650910401
The
transferee:
Podium
Technology Limited (“Party C”)
Registered
domicile: OMC Xxxxxxxx, P.O. Box 3152 ,Road Town, Tortola, British Virgin
Islands
Legal
Representative: Xxxx Xxxx Fu
Whereas:
Yinlips
Digital Technology (Shenzhen) Co., Ltd. (the “Company”) was established by Party
A and Party B in Shenzhen on April 20, 2001, with a registered capital of
RMB
1,000,000 (one million Yuan). Party A holds 95% and Party B holds 5% of the
Company’s equity.
Party
A
agrees to transfer 95% of the equity of Company to Party C and Party C agrees
to
purchase the said equity.
Party
B
agrees to transfer 5% of the equity of Company to Party C and Party C agrees
to
purchase the said equity.
Party
A,
Party B and Party C entered into an equity transfer agreement on December
28,
2007 (the “Original Agreement”).
Party
A,
Party B and Party C have agreed to restate and amend the Original Agreement
in
its entirety as set forth herein.
After
consultation, as provided by Company Law of the People’s Republic of China and
Contract Law of the People’s Republic of China, the parties agree as
follows:
Article
1 Transfer price and payment terms
1.
Party
A holds 95% of the equity of Company, and according to Articles of Association
of Company (“AOA of Company”), Party A shall make capital contributions in RMB
950,000 (nine hundred fifty thousand Yuan), and Party A has made capital
contributions as specified in AOA of Company. Party A agrees to transfer
his
total equity to Party C and Party C agrees to purchase such equity.
Party
B
holds 5% of the equity of Company, and according to AOA of Company, Party
B
shall make capital contributions in RMB 50,000 (fifty thousand Yuan), and
Party
B has made capital contributions as specified in AOA of Company. Party B
agrees
to transfer his total equity to Party C and Party C agrees to purchase such
equity.
2.
Party
A, Party B and Party C agree that the purchase price of the equity transferred
by Party A and Party B to Party C shall be determined in accordance with
the
Assets Valuation Report issued by Shenzhen Guosong Assets Appraisal Co.,
Ltd. on
June 27, 2008, which is attached hereto as Appendix I. The purchase price
payable by Party C to Party A for acquiring the 95% equity of the Company
shall
be RMB 18,240,000 (eighteen million two hundred and forty thousand Yuan)
and the
purchase price payable by Party C to Party B for acquiring the 5% equity
of the
Company shall be RMB 960,000 (nine hundred and sixty thousand
Yuan).
3.
As of
the date hereof, Party C has paid Party A and Party B the aggregate sum of
RMB
1,000,000 and Party C shall make lump sum payments to Party A and Party B
of RMB
18,200,000 by bank transfer; each of such payments shall be made within one
(1)
year upon the effective date of this agreement.
Article
2 Transferors’ warranties
Party
A
and Party B warrant that they have full disposition right of the transferred
equity, that the transferred equity is free from liens and claims of any
third
parties, and that the transferred equity is not seized by government. Otherwise,
Party A and Party B shall undertake all economic and legal responsibilities
arising from the violation of above warranties.
Article
3 Sharing of Company’s loss and profits (including creditor’s and
debt)
1.
After
this agreement takes effect, Party C has the right to share Company profits
and
undertake the corresponding risk and loss according to the proportion of
equity.
2.
If
Party A and Party B have not truthfully informed Party C of the debts that
Company undertakes before the transfer of equity, as a result, Party C suffers
from loss, Party C has the right to recover the relevant damages from Party
A
and Party B.
Article
4 Liabilities for breach of agreement
1.
When
the agreement comes into effect, the three parties shall fully perform their
duties. Any party who fails to fully perform his duty according to the agreement
shall be liable in accordance with law and the provisions of the
agreement.
2.
If
Party C fails to duly make payment at the equity transfer price, for every
day
of delay, Party C shall pay 1% of the outstanding payment as liquidated damages.
If the liquidated damages paid by Party C cannot cover the loss of Party
A and
Party B arising from Party C’s delay payment, Party C shall make
compensation.
3.
If due
to Party A and Party B, Party C is not able to conduct transfer procedures
on
schedule, or the purpose of the agreement is compromised, Party A and Party
B
shall pay Party C 1% of the equity transfer payment that Party C has made
as
liquidated damages. If the liquidated damages paid by Party A and Party B
cannot
cover the losses of Party C arising from Party A and Party B’s breach of
agreement, Party A and Party B shall make compensation.
Article
5 Modification and termination of the agreement
The
parties may modify or terminate the agreement if they have so agreed and
they
shall sign other agreements to indicate the modification or termination of
this
agreement which shall be witnessed and certified by Shenzhen Notary Public
Office.
Article
6 The burden of cost and tax
1.
All
cost involved in equity transfer (including but not limited to notary fee,
assessment fee, fees for change of registration in industrial and commercial
administration) shall be borne by Party C.
2.
Party
A and Party B shall respectively bear any taxes and tax payments such party
shall be obligated to pay relating to the transaction hereunder pursuant
to the
provisions of the applicable laws.
Article
7 Settlement of disputes
Any
disputes arising from or concerning this agreement could be settled through
negotiations. If no settlements are reached through negotiation, the parties
can
bring the case to Shenzhen Arbitration Commission.
Article
8 Effectiveness
This
agreement shall be effective as of the date the Original Agreement was approved
by the approval authority, which was on January 15, 2008. This agreement
shall
supersede and replace the Original Agreement in its entirety. Party C may
transfer or assign its nights hereunder with the prior written consent of
Party
A and Party B.
Article
9 Supplementary provision
This
agreement is made in eight copies. Each party, Company and Shenzhen Notary
Public Office keeps one copy respectively, and the rest are submitted to
related
administrations.
Transferor
(Party A): Xxxx Xxxxxx
|
/s/
Xxxxx Xxxxxxxx
|
Transferor
(Party B): Xxxxx Xxxxxxxx
|
/s/
Xxxx Xxxx Fu
|
Transferee
(Party C): Podium Technology Limited
|
On
September 22, 2008
In
Shenzhen