AGREEMENT ON TRANSFER OF EQUITY INTEREST AND OTHER INTERST IN TIANJIN HUANENG GROUP ENERGY EQUIPMENT CO., LTD. Between TIANJIN JI COUNTY STATE-OWNED ASSETS ADMINISTRATION COMMISSION And BEIJING DELI SOLAR TECHNOLOGY DEVELOPMENT CO., LTD. August, 2007...
AGREEMENT
ON TRANSFER OF EQUITY INTEREST AND OTHER INTERST IN TIANJIN HUANENG GROUP ENERGY
EQUIPMENT CO., LTD.
Between
TIANJIN
JI COUNTY STATE-OWNED ASSETS ADMINISTRATION COMMISSION
And
BEIJING
DELI SOLAR TECHNOLOGY DEVELOPMENT CO., LTD.
August,
2007
Tianjin,
Ji County
1
Supplementary
Agreement to
State-owned
Equity Interest Purchase Agreement
Party
A: Tianjin Municipal Ji County State-owned Assets Administration Commission
(hereinafter the “SAAC”);
Registered
Address: Xinghua Avenue, Ji County, Tianjin, China
Party
B: Beijing Deli Solar Technology Development Co., Ltd. (hereinafter “Deli Solar
(Beijing)”);
Registered
Address: Xxxxxxxx 0 Xx 00, Xxxx Xxx Xxxxx Xxxx.
Beijing, China 100071
Based
on
the principles of mutual benefit and good faith bargaining, and pursuant to
the
Company
Law of the People’s Republic of China
and
relevant laws and regulations of the People’s Republic of China, Party A,
through several negotiations, agreed to transfer its equity interest in Huaneng
Group Energy Equipment Co., Ltd. (hereinafter “Tianjin Huaneng”) to Party B. For
the purpose of completing such transfer, both parties, in consideration of
the
provisions and execution of the original agreement, hereby agree to the terms
and conditions as follows:
|
I.
|
Manner
of the Transfer of the State-owned Equity Interest (including equity
interest and other
interest)
|
Both
parties hereby agree that Party A shall make a one-time transfer to Party B
its
state-owned interest in Tianjin Huaneng, which consists of 51% of the total
shareholder equity of Tianjin Huagneng. Party B shall purchase Party A’s
interest and assume all relevant rights and liabilities in accordance with
the
percentage of the shares Party B holds since July 1st,
2007.
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II.
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Purchase
Price
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On
the
basis of the appraisal report, issued by the accounting firm approved by both
parties, of the assets as of Oct. 31st,
2006
and the value of the assets in the audited report dated June 30th,
2007,
both parties, via friendly negotiations, hereby agree that the final purchase
price for the above-stated equity interest in Tianjin Huaneng shall be Renminbi
TWELVE MILLION EIGHT HUNDRED SIXTY NINE THOUSAND THREE HUNDRED FIFTEEN POINT
THIRTY SIX (RMB12, 869,315.36) only. Within FIFTEEN (15) working days after
both
parties sign and seal this Supplementary Agreement, Party B shall remit to
the
bank account appointed by Party A the balance of the purchase price provided
herein.
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III.
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Liability
for Breach of Agreement
|
Upon
the
effectiveness of this Agreement, any failure of either party to perform the
obligations stipulated in this Agreement, in part or in whole, shall be deemed
as breach of contract. The breaching party shall compensate the non-breaching
party 10% of the purchase price of such state-owned equity interest provided
herein as the stipulated penalty.
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IV.
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Effectiveness
of the Agreement and
Miscellaneous
|
|
1.
|
The
Agreement is signed in Tianjin Ji
County;
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|
2.
|
The
parties shall settle disputes arising from the performance this Agreement
and other disputes in connection with this Agreement via friendly
consultation.
|
|
3.
|
The
Agreement shall take effect after it is duly signed by both parties
with
seals affixed and Party B remits the full payment of the purchase
price
provided herein.
|
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4.
|
This
Agreement is in octuplicate, and each party shall hold FOUR (4)
copies.
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3
Party
A: Tianjin Municipal Ji County State-owned Assets Administration
Commission
|
(Seal) affixed
Legal
Representative (authorized representative): /s/ Zhanguo
Qi
(Signature)
Zhanguo
Qi
Date:
08/08/2007
|
Party
B: Beijing Deli Solar Technology Development Co., Ltd.
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(Seal) affixed
Legal
Representative (authorized representative): /s/ Deli
Du
(Signature)
Deli
Du
Date:
08/08/2007
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