Exhibit 10.67
SHANGHAI TECHUR TECHNOLOGY DEVELOPING CO., LTD.
AGREEMENT ON TRANSFER OF SHARES' OWNERSHIP
SUPPLEMENTARY AGREEMENT
This agreement is signed by and between the parties listed below in Beijing on
Nov. 1, 2002 as a supplement to the AGREEMENT OF SHANGHAI TECHUR TECHNOLOGY
DEVELOPING CO., LTD ON TRANSFER OF SHARES' OWNERSHIP (hereinafter referred to as
"SHARES TRANSFER AGREEMENT") signed in Beijing on Aug. 15, 2002.
PARTY A: Shanghai Zhengda Investment Management Co., Ltd
PARTY B: Xxxxx Xxxxxx
PARTY C: Shanghai Tiandi Science & Technology Investment Development Co, Ltd
PARTY D: Shanghai Qingpu Science & Technology Garden Investment Consulting Co.,
Ltd
PARTY E: Xxxx Xxxxxx
PARTY F: Xx Xxxxx
PARTY G: Wang Xiaoxiang
PARTY H: Rich Sight Investment Limited
NOTE: Party A, B, C, D, E, F and G are referred to by a joint name as "ASSIGNING
PARTY" hereunder.
WHEREAS:
Required by the concerned authorities during the transferring process, certain
modifications shall be made to the clauses about the PAYMENT OF QUID PRO QUO FOR
TRANSFER OF SHARES' OWNERSHIP in the agreement signed by the assigning parties
and Party H on Aug. 15, 2002. For the purpose of fully implementing the SHARES
TRANSFER AGREEMENT and clearly defining the responsibilities and rights of each
party, all parties have hereby agreed the following supplemental articles about
the payment of quid pro quo for transfer of shares' ownership:
1. All parties agree, on the premise that Article 4 PAYMENT OF QUID PRO QUO
FOR TRANSFER OF SHARES' OWNERSHIP in the SHARES TRANSFER AGREEMENT is
still fully binding on all the parties,
PARTY H shall pay Party A (considered as a performance of duties that
Party H owes to the assigning parties) the equivalence in US dollars with
14.725 million RMB before finishing the shares transfer, that is,
obtaining the business license. The assigning parties shall not convert
the said foreign exchange or use, dispose the above-mentioned payment
before expiry of the payment term specified by the SHARES TRANSFER
AGREEMENT. Party H shall have the right to ask Party A to provide
assistance in freezing the payment from the bank. The assigning parties
pledge, before the conditions for the release of the payment set in the
APPENDIX 1 LETTER OF COMMITMENT are met, not to require Party A to release
the said payment. Party A shall neither do that upon if required by any
other parties or of its own accord.
2. Party H agrees that, in accordance with the Article 4 PAYMENT OF QUID PRO
QUO FOR TRANSFER OF SHARES' OWNERSHIP in the SHARES TRANSFER AGREEMENT,
the assigning parties shall legally have the ownership of the aforesaid
foreign exchanges in US dollars equivalent to 14.725 million RMB in ten
days since the date when Party H finishes the transfer of shares of the
targeted company, that is, since its obtaining the business license. Party
H shall also assist Party A to release the payment from the bank. Refund
for any overpayment or a supplemental payment for any deficiency shall be
made if any balance resulted when settling the exchange of the said
payment and the balance of exchange settlement for the previous paid
775,000 RMB shall be assessed simultaneously.
3. The assigning party approves that Party A's pledge made in the Appendix 1
LETTER OF COMMITMENT shall be also binding to all the other assigning
parties.
4. The assigning parties shall be responsible for any breach of the
agreement, and shall bear the joint responsibilities to pay compensation
for any loss that Party H suffers therefor. Party H shall also be held
liable for any breach of the agreement and any losses arising therefrom
encountered by the assigning parties.
5. All parties agree that, in case the shares' ownership transfer fails to be
completed, the assigning parties shall refund all the payments for the
transfer of the shares' ownership to Party H in ten days since then.
6. This agreement, as a supplement to the SHARES TRANSFER AGREEMENT, shall be
binding on all parties hereto. In case of any other issues that this
agreement fails to cover, it is recommended to refer to the SHARES
TRANSFER AGREEMENT. Should any conflicts be found between this agreement
and the SHARES TRANSFER AGREEMENT, this agreement shall prevail.
7. This complementary agreement is made in Chinese language in eight
originals, one for each party and all copies being equally authentic. This
complementary agreement shall enter into effect upon the date of being
signed by the authorized representatives of all parties.
PARTY A: Shanghai Zhengda Investment Management Co., Ltd (Seal)
SIGNATURE OF LEGAL REPRESENTATIVE/ REPRESENTATIVE: /s/
PARTY B: Xxxxx Xxxxxx
SIGNATURE: /s/
PARTY C: Shanghai Tiandi Science & Technology Investment Development Co, Ltd
(Seal)
SIGNATURE OF LEGAL REPRESENTATIVE/ REPRESENTATIVE: /s/
PARTY D: Shanghai Qingpu Science & Technology Garden Investment Consulting Co.,
Ltd (Seal)
SIGNATURE OF LEGAL REPRESENTATIVE/ REPRESENTATIVE: /s/
PARTY E: Xxxx Xxxxxx
SIGNATURE: /s/
PARTY F: Xx Xxxxx
SIGNATURE: /s/
PARTY G: Wang Xiaoxiang
SIGNATURE: /s/
PARTY H: Rich Sight Investment Limited
SIGNATURE OF LEGAL REPRESENTATIVE/ REPRESENTATIVE: /s/
