GALAXY VIEW INTERNATIONAL LIMITED Agreement on Transfer of Shares of Sono Digital Electronic Technologies Co., Ltd.
GALAXY
VIEW INTERNATIONAL LIMITED
Agreement
on Transfer of Shares of Sono Digital
Electronic
Technologies Co., Ltd.
The
Agreement is signed on April 24, 2007 in Shenzhen
Transferor
: GALAXY
VIEW INTERNATIONAL LIMITED
Transferee
A : ▇▇▇
▇▇▇▇▇▇▇▇▇
Transferee
B : Wang
Feng
Whereas:
| 1、 | Shenzhen Sono Digital Electronic Technologies Co., Ltd. (hereinafter “the Corporation”) is legally established and validly existing under Chinese laws. Its registered capital is 5,000,000 RMB. The Transferor owns 100% of the issued and outstanding shares of the Corporation and is willing to transfer all of such shares to the Transferees. |
|
2、
|
The
Transferees desires to accept all of the shares of the Corporation
held by
the Transferor (Share Transfer”). Transferee A desires to accept 60% of
all the shares of the Corporation held by the Transferor, and Transferee
B
desires to accept 40% of all the shares of the Corporation held by
the
Transferor.
|
In
consideration of the foregoing share transfer, the parties hereby agree as
follows through friendly consultation in accordance with relevant laws and
regulations and in the spirit of mutual benefit, honesty and good faith:
I.
Share Transfer Price, Date and Payment Method.
1.1
The
Parties hereto agree that the price of Share Transfer is USD 3,000,000 (US
Dollar Three Million)
1.2
Transfer Shares Payment Method: The Transferee A agrees to pay 60% of Share
transfer price USD 3,000,000 within 90 days of effective date of the closing
of
the Agreement. This shall be evidenced by a promissory note or its equivalent
under the laws of the People’s Republic of China. If payment as set forth above
is not made within
90
days of the effective date of the closing of this Agreement, interest on the
promissory note shall accrue from the date of Closing at the rate of 18% per
annum and be due and payable immediately until the full payment is made by
to
the Transferor in accordance with the terms of the promissory note set forth
above.
1.3
Transfer Shares Payment Method: The Transferee B agrees to pay 40% of Share
transfer price USD 3,000,000 within 90 days of effective date of the closing
of
the Agreement. This shall be evidenced by a promissory note or its equivalent
under the laws of the People’s Republic of China. If payment as set forth above
is not made within 90 days of the effective date of the closing of this
Agreement, interest on the promissory note shall accrue from the date of Closing
at the rate of 18% per annum and be due and payable immediately until the full
payment is made by to the Transferor in accordance with the terms of the
promissory note set forth above.
II
Representation, Warranties and Promises
The
Transferor herein makes Representations, Warranties and Promises as
below:
1.1
All
the documentations regarding Shares Transfer provided by the Transferor are
true
and legally effective.
1.2
The
shares intended for transfer are complete and legal and have not been pledged
subject to any third party interest. Otherwise, the transferor will obligate
to
any legal liability regarding that.
2
1.3
The
Transferor pledged to sign and execute the agreement and it does not breach
any
the Agreement the Transferee signed.
1.4
The
Transferor shall use its best endeavor to cooperate with the Transferee to
sign
any necessary documents and to obtain any necessary approval and
registration.
The
Transferees herein make representation, warranties and promises:
2.1
The
Transferees represent that all the approvals and authorizations of the board
and
major shareholder of the Transferees.
2.2
The
Transferees shall use its best endeavor to cooperate with the Transferor to
solve all the matters subject to the Share Transfer.
III.
Rights and Obligation
Rights
and Obligation of the Transferor
1.1
The
Transferor shall receive payment at the date designated in the
agreement.
1.2
The
Transferor shall solve matters in respect of executing the Agreement after
the
Transferees pay full amount of share transfer price.
The
Transferee’s rights and obligation
2.1
The
Transferees shall make the payment according to Section 1 of the agreement
90
days from the closing of the Share Transfer.
2.2
The
Transferees shall perform all the related rights and obligation after effective
date of Share Transfer.
3
IV. Sharing of Profit and loss
The
Transferees shall share profit and loss according to their share proportion
starting from the effective date of Share Transfer.
V.
Amendment and Breach of the Agreement
|
|
Any
party hereto shall to be deemed in amend or breach of the agreement
if
such party:
|
Experiences
the occurrence of Force Majeure or uncontrollable by the party, causing either
party fails to perform the obligation under the agreement;
Or
breaches the Agreement before expiration or is incapable to perform obligation;
Or
breaches the Agreement so that it is unnecessary to perform rights and
obligations appointed by the agreement;
Or
agrees
with the other party after negotiation.
VI
Dispute Resolution
Any
dispute arising pursuant to the Agreement shall be first settled by party hereto
through consultation and negotiation. If not settled within 15 days, the issue
shall submit to Shenzhen Attribution Association for settlement.
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VII
Related Expense
Any
expense or tax arising out of or relating to this transaction shall be disbursed
equally by all the parties.
VIII
Other Items
1.
The
Transferor shall use its best endeavor to assist solving any matters in respect
of executing the Agreement.
2.
Neither party shall disclose any terms of this Agreement to any third party
when
performing the Agreement.
3.
Other
matters will be included in the extension of the Agreement if necessary. The
extension is considered indiscerptible of the Agreement.
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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to execute on
the
date first written above.
By:
/s/YU
XI SUN
------------------------------------
Transferor:
GALAXY VIEW INTERENATIONL LIMITED
Legal
Representative/Authorized Representative:
Transferee
A:
By:
/s/
▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------------------------
Transferee
B:
By:
/s/
Wang Feng
------------------------------------
Signed
date : April
24, 2007
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