EXHIBIT 4.17
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[Translated from Chinese Original]
WU CHEN
AND
XXX XXXX
SHARE TRANSFER CONTRACT
IN RELATION TO SHARES IN
BEIJING FUHUA INNOVATION TECHNOLOGY
DEVELOPMENT CO., LTD.
OCTOBER, 2007
TABLE OF CONTENT
ARTICLE 1 DEFINITIONS........................................................................1
1.1 Definitions........................................................................1
1.2 Interpretation.....................................................................2
ARTICLE 2 TRANSFER...........................................................................2
ARTICLE 3 CONSIDERATION......................................................................2
ARTICLE 4 TERM AND TERMINATION...............................................................2
ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF THE TRANSFEROR...................................3
ARTICLE 6 NOTICES............................................................................3
ARTICLE 7 GOVERNING LAW AND DISPUTE RESOLUTION...............................................4
7.1 Governing Law......................................................................4
7.2 Arbitration........................................................................4
ARTICLE 8 MISCELLANEOUS......................................................................4
8.1 Further Assurance..................................................................4
8.2 Non-Assignability..................................................................4
8.3 Waivers............................................................................4
8.4 Amendments.........................................................................5
8.5 Severability.......................................................................5
8.6 Entire Agreement...................................................................5
8.7 Force Majeure......................................................................5
8.8 Successors and Assigns.............................................................6
8.9 Counterparts.......................................................................6
8.10 Signature and Language.............................................................6
8.11 Third Party Agreements.............................................................6
8.12 No Third Party Beneficiaries.......................................................6
SHARE TRANSFER CONTRACT
This Share Transfer Contract is entered into by the following Parties on October
18, 2007:
(1) WU CHEN (the "TRANSFEROR"),
Address: Xxxx 000, Xxxxx X, XXXXX Xxxxx, 0 Xxxxxxxxxxxxx Xxxxxx, Xxxxxxx,
Xxxxx
ID Number: 110108491204891; and
(2) XXX XXXX (the "TRANSFEREE")
Address: 9/F., Tower C, Corporation Mansion, Xx.00 Xxxxxxxxx Xxxxxx Xxxxxxx
Xxxxxxxx, Xxxxxxx 000000 Xxxxx
ID Number: 000000000000000000
WHEREAS:
1(pound)(R) Fuhua Innovation Technology Development Co., Ltd. (the "Company") is
a limited liability company registered in Beijing, PRC in compliance with law of
China, and its registered capital is RMB 3,000,000.
2(pound)(R) The Transferor is the beneficiary owner of 55% of equity shares of
the Company.
3(pound)(R) The Transferor desires to sell to the Transferee, and the Transferee
desires to purchase from the Transferor, all shares of the Company owned by the
Transferor, representing 55% of the total share capital of the Company.
NOW, THEREFORE, after friendly consultations conducted in accordance with the
principles of equality, the Transferor and the Transferee hereby agree as
follows:
ARTICLE 1. DEFINITIONS
1.1 Definitions
The following terms as used in this Contract shall have the meanings set forth
below unless otherwise specified:
(1) CONTRACT: shall mean this Share Transfer Contract;
(2) SHARES: shall mean all shares of the Company owned by the Transferor,
representing 55% of the total share capital of the Company;
(3) RMB: shall mean the lawful currency of China;
(4) PRC/CHINA: shall mean the People's Republic of China which, for the
purposes of this Contract, does not include the Hong Kong
Special Administrative Regions, the Macau Special
Administrative Region, and Taiwan.
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1.2 Interpretation
(1) The articles of the Whereas clause and the Schedule of this Contract form an
integral part of this Contract and shall have the same effect as if set out in
the body of this Contract. References to this Contract shall be construed as
this Contract in its form as so supplemented, revised, altered, or amended, and
shall include their articles under the Whereas section and Schedules;
(2) The headings of each article and schedule are for convenience only and shall
not affect or restrict the meaning or interpretation of this Contract; and
(3) Each of the Transferor and the Transferee is also be referred to as "a
Party" and collectively as "the Parties" to this Contract.
ARTICLE 2.TRANSFER
Subject to the terms and conditions of this Contract, the Transferor agrees to
sell the Shares to the Transferee, and the Transferee agrees to purchase the
Shares from the Transferor.
ARTICLE 3.CONSIDERATION
Both Parties agree after negotiation that the consideration for the transfer of
the Shares shall be an aggregate of the RMB 1,650,000.
ARTICLE 4.TERM AND TERMINATION
4.1 This Contract and the rights and obligations of the Parties to this Contract
shall take effect upon the execution of this Contract and shall continue in full
force and effect unless earlier terminated as provided herein.
4.2 This Contract may be terminated as follows:
(1) The Parties unanimously agree to terminate this Contract through
consultation.
(2) If any Party enters into any voluntary or involuntary bankruptcy
proceedings unless the same are dismissed within 90 days after their
commencement or such Party is declared bankrupt by courts or any other
Governing Authorities, any of the other Parties may terminate this Contract
upon written notice to such Party.
(3) This Contract may be terminated due to the occurrence of any event of
Force Majeure under Article 8.7.
(4) If, because of any substantial change in Applicable Laws or the
interpretation thereof, or any amendment or supplement to or rescission by
any Governing Authority thereof, the major objectives of any of the
Relevant Contracts cannot be achieved or the major interests of any Party
thereunder cannot be realized, the affected Party may upon written notice
to the other Party terminate this Contract.
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4.3 When the term of this Contract expires or in the event of earlier
termination, unless such earlier termination is due to a material breach of a
Party and Article 8 above applies, this Contract shall become invalid and the
Parties shall not be required to bear the obligations and duties under the terms
of this Contract unless otherwise required herein (that is Articles 10, 11, 12,
13, 14,15 and 16 of this Contract).
ARTICLE 5.REPRESENTATIONS AND WARRANTIES OF THE TRANSFEROR
5.1 The execution and performance by the Transferor of this Contract does not
contravene any law or contract binding on it.
5.2 The Transferor is the legal owner of the Shares and has full legal right,
power and authority to enter into this Contract, and to perform all its
obligations hereunder.
5.3 As of the Execution Date, the Company is duly incorporated and validly
existing. All required approval and permission relating to the production and
operations of Lucky Film have been properly obtained. To the knowledge of the
Transferor in its capacity as the controlling shareholder of Lucky Film, Lucky
Film is not in material violation of any statute, rule or regulation and is not
subject to any ongoing or potential litigation, arbitration, or disputes.
ARTICLE 6.NOTICES
Any and all notices, requests, demands and other communications required or
otherwise contemplated to be made under this Contract shall be in writing and in
English and Chinese and shall be provided by one or more of the following means,
and the effective date thereof shall be deemed to be (a) when received, if
delivered personally, (b) on the date of transmission with receipt of a
transmittal confirmation, if transmitted by facsimile, or (c) on the fourth
(4th) Business Day following the date of deposit with a courier service, or such
earlier delivery date as may be confirmed in writing to the sender by a courier
service, if sent by EMS or other courier service. All such notices, requests,
demands and other communications shall be addressed as follows or as a Party may
notify the other Party from time to time:
Transferor: Wu Chen
Address: Room 000, Xxxxx X, XXXXX Xxxxx, 0 Xxxxxxxxxxxxx Xxxxx, Xxxxxxx, Xxxxx
Telephone: 000-00000000
Fax:
Transferee: Xxx Xxxx
Address: 9/F.,Tower C, Corporation Mansion, Xx. 00 Xxxxxxxxx Xxxxxx Xxxxxxx Xxxxxxxx, Xxxxxxx 000000 Xxxxx
Telephone: 000-00000000
Fax: 000-00000000
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ARTICLE 7.GOVERNING LAW AND DISPUTE RESOLUTION
7.1 Governing Law
This Contract shall be governed by and construed under the laws of China.
7.2 Arbitration
Any dispute arising out of or in connection with, or related to, this Contract,
including any question regarding its existence, validity or termination or as to
rights or obligations of the Parties hereunder which is not settled by friendly
discussions shall be referred to the Beijing Arbitration Commission for final
resolution in accordance with its Arbitration Rules from time to time in force
which rules are deemed to be incorporated by reference into this Article. The
Parties hereby exclude any rights of appeals to any court on the merits of the
dispute subject to arbitration.
ARTICLE 8.MISCELLANEOUS
8.1 Further Assurance
During all time after the Execution Date, for the realization of the interests
of the other Party, and in consummation of the Transaction described herein,
each Party shall take all necessary action and execute all documents as
reasonably requested by the other Party, and shall act as reasonably requested
by the other Party. The Parties shall use their best efforts to cause any other
third party to execute such documents and to perform such acts.
8.2 Non-Assignability
Unless otherwise agreed in writing by the Parties to this Contract, neither this
Contract nor any of the rights, interests or obligations hereunder may be
assigned by either of the Parties without the prior written consent of the other
Party.
8.3 Waivers
No waiver of any right of a Party under this Contract will be effective unless
evidenced by an instrument in writing duly executed by such Party. No failure on
the part of a Party to exercise, and no delay in exercising, any of its rights
hereunder will operate as a waiver thereof (for the avoidance of doubt, if the
exercise of any right is subject to a term, such right shall be exercised within
such term), nor will any single or partial exercise by either Party of any right
preclude any other or future exercise thereof or the exercise of any other
right.
8.4 Amendments
Amendments to this Contract (or documents mentioned herein) shall be made in
writing and signed by the Parties or their duly authorized representatives and
shall be subject to the completion of the examination and approval procedures as
required by laws and regulations (if applicable).
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8.5 Severability
If any provision of this Contract should be or become fully or partly invalid,
illegal or unenforceable in any respect for any reason whatsoever, such
provision shall have no effect to the extent that it is invalid or unenforceable
and shall be deemed to be excluded from this Contract. The validity and
enforceability of the remaining provisions of this Contract shall not be
impaired. The Parties shall use their best reasonable efforts to substitute such
invalid or unenforceable provision with a suitable and equitable provision that
serves the intent and purpose of such invalid or unenforceable provision. If the
exclusion of a provision of this Contract results in the inability of the
Parties to achieve the material objectives of this Contract, the Parties will
negotiate in good faith to amend or terminate this Contract on mutually
acceptable terms.
8.6 Entire Agreement
This Contract and the Cooperation Framework Contract constitute the entire
agreement, and supersede all prior agreements and understandings, both written
and oral, among the Parties with respect to the subject matter hereof.
8.7 Force Majeure
"Force Majeure" shall mean unforeseeable, unavoidable and insurmountable
objective conditions (such conditions include but shall not be limited to
earthquakes, typhoons, flood, fire, strikes, war, or riots). If an event of
Force Majeure occurs and affects a Party's performance of its obligations under
this Contract, such performance shall be suspended during the period of delay
caused by the Force Majeure and shall be extended, without penalty, for a period
equal to such suspension. The Party claiming Force Majeure shall promptly inform
the other Party in writing and shall, within seven (7) Business Days of the
occurrence of the event of Force Majeure, or in the event of communication
disruption, within seven (7) Business Days upon the restoration of the
communication facilities, furnish the other Party by fax and by express-mail
with sufficient detailed information regarding the event of Force Majeure and
shall provide proof of the occurrence and duration of such Force Majeure.
If such Party claiming Force Majeure fails to notify the other Party and furnish
it with proof pursuant to the above provision, such Party shall not be excused
from the non-performance of its obligations hereunder. The Party so affected by
the event of Force Majeure shall use the reasonable efforts to minimize the
consequences of such Force Majeure and to promptly resume performance hereunder
whenever the causes of such excuse are cured. Should the Party so affected by
the event of Force Majeure fail to resume performance hereunder when the causes
of such excuse are cured, such Party shall be liable to the other Party.
In the event of Force Majeure, the Parties shall immediately consult with each
other in order to find an equitable solution and shall use all reasonable
endeavours to minimize the consequences of such Force Majeure.
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8.8 Successors and Assigns
This Contract is executed for the interests of the Parties and their respective
successors and authorized assigns and shall be binding among them.
8.9 Counterparts
This Contract may be executed in any number of counterparts, and each
counterpart, upon execution and delivery, shall constitute an original
instrument, but all such separate counterparts shall constitute only one and the
same instrument.
8.10 Signature and Language
This Contact shall be executed in 2 original copies in Chinese with equal
validity.
8.11 Third Party Agreements
Neither Party shall make any separate agreement with any third party that is
inconsistent with any of the provisions of this Contract.
8.12 No Third Party Beneficiaries
No provisions of this Contract, whether expressed or implied, are intended or
shall be construed to confer upon or give to any person or entity other than the
specific parties hereto any rights, remedies or other benefits under or by
reason of this Contract.
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(Execution Page)
IN WITNESS WHEREOF, the Parties hereto have signed this Contract as of the date
first written above.
Transferor: Wu Chen
_________________(signature)
Transferee: Xxx Xxxx
________________(signature)
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