SHARE TRANSFER AGREEMENT
Exhibit
4.63
This
Agreement is entered into as of May 13, 2010 in Shanghai by and between the
following parties:
The
Sellers:
XXXXXXXX
XX (“PARTY A”)
Address: Xx.00,
Xxxxx Xxxx Xxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx, the PRC.
XXXX
XXXXX (“PARTY B”)
Address: Xx.
0, Xxxxxxxx 00, Xxxxxxxx Xxx, Haidian Street, Haidian District, Beijing, the
PRC.
XXXXXXX
XX (“PARTY C”)
Address:
15-405, Building 44, Nanhua Village, Huaqiang South Street, Shenzhen City,
Guangdong Province, the PRC.
And
The
Purchaser:
XXXXXX
XXXX (“Party D”)
Address:
Xx.0000, Xxxxxxxx 0, Xxxxxxxx Xxxxx Xxxx, Dongcheng District, Beijing, the
PRC.
Whereas
Shanghai Dacheng Network
Technology Co., Ltd. (“the Company”), the registered capital of which is
RMB 11,182,480. Party A invests RMB 2,184,758, which accounts for 19.54 percent
of shares of the Company; Party B invests RMB 861,648, which accounts for 7.71
percent of shares of the Company; Party C invests RMB 795,783, which accounts
for 7.11 percent of shares of the Company. According to the relevant laws and
regulations, all parties reached the following agreement through friendly
consultations with regard to the shares transfer:
ARTICLE
1
|
THE
SUBJECT MATTER AND THE PRICE OF THE SHARE
TRANSFER
|
1.
|
Party
A agrees to transfer the 19.54 percent (Value RMB 2,184,758) of shares of
the Company to Party D.
|
2.
|
Party
B agrees to transfer the 7.71 percent (Value RMB 861,648) of shares of the
Company to Party D.
|
3.
|
Party
C agrees to transfer the 7.11 percent (Value RMB 795,783) of shares of the
Company to Party D.
|
4.
|
Other
rights affiliated to the shares shall be transferred to Party D
accompanying with the shares
transfer.
|
5.
|
The
purchaser shall pay all share purchase prices to the Sellers at the date
of signing the Agreement.
|
ARTICLE
2
|
REPRESENTATIONS
AND WARRANTIES
|
The
Sellers represent and warrant that they legally own the shares under
the Article 1, and
have right to deal with the shares entirely and effectively.
The sellers also represent and warrant that there is no pledge, liability or
other third party right on the Shares to be transferred.
ARTICLE
3
|
LIABILITY
OF BREACH
|
If any
party breaches this agreement, the party in breach shall compensate the
non-breaching party for the economical losses. Unless otherwise specified in the
Agreement, any of the non-breaching parties shall also have right to terminate
this Agreement.
ARTICLE
4
|
DISPUTE
RESOLUTION
|
1.
|
This
Agreement shall be governed and interpreted in accordance with the laws of
the PRC.
|
2.
|
All
disputes arising from the execution of the Agreement or related to the
Agreement shall be settled through friendly consultations by the parties.
In case no settlement through consultation can be reached, the disputes
shall be submitted to the Shanghai Arbitration Commission for
arbitration.
|
ARTICLE
5
|
MISCELLANEOUS
|
1.
|
The
Agreement shall be executed in 6 originals. Each party shall hold one copy
respectively and the Company shall hold two copies for performing the
relevant formalities.
|
2.
|
The
Agreement shall take effect on the date of signature by the
Parties.
|
Sellers:
PARTY
A XXXXXXXX XX
Signature:
|
/s/ Xxxxxxxx
XX
|
PARTY
B XXXX XXXXX
Signature:
|
/s/ Xxxx
XXXXX
|
2
PARTY
C XXXXXXX XX
Signature:
|
/s/ Xxxxxxx
XX
|
Purchaser:
PARTY
D XXXXXX XXXX
Signature:
|
/s/ Xxxxxx
XXXX
|
3