Party B: Kunming Business Travel Agency Co., Ltd
Address: Suit B1800,B1801,B1802,Golden Life Building B,Beijinglu Square,Kunming
Legal Representative: Liao Wei
Party C: Universal Travel International Agency Co., Ltd
Address: Suite 301, 3 rd Flr, Hualian Building, #2008 Shennan Road Central, Shenzhen
Legal Representative: Li Yulan
Whereas: Party A are the shareholders of Party B and Party A have 100% of shares of Party B in total;
Party B is an enterprise professed in inbound travel, business conferences;
Party C is an enterprise professed in domestic travel businesses.
1: Party C plans to acquire Party B.
2: Party B is co-owned by Party A and Party A own the properties of Party B.
3: After mutual negotiation, Party A agree to be acquired by Party C.
4: This acquisition gets, if any, third-party approval from Party B’s creditors, partners, suppliers and franchisees.
In order to specify the rights and obligations of Party A, Party B, Party C and to ensure the smooth progress of this acquisition, Party A ,Party B and Party C enter into the contract to comply with based on the principles of equality, voluntariness and fairness and equivalence and according to the relevant laws and regulations and rules.
I: Warranties of Party, Party B (Including but not limited to)
1: Warrant that Party B is set up legally and its foundation papers, business licenses are genuine. Party B has legally passed the annual survey and operated in normal;
2: Warrant the legitimacy and authenticity of the transferred stock rights or assets and the authenticity of the statement of the rights spectrum and limitations of the transferred stock rights or the legally owned assets;
3: Warrant the authenticity of the statement of the enterprise assets and liabilities (no short-term bank liabilities and long-term liabilities);
4: Warrant the authenticity of the statement of contract relationships concerning Party B;
5: Warrant the authenticity of the statement of labor relations;
6: Warrant the authenticity of the statement of the insurance;
7: Warrant the authenticity of the statement of environmental protection problems concerning Party B;
8: Warrant the authenticity of the statement of Party B's contingent liabilities;
9: Warrant the authenticity of the statement of the current operation status;
10: Warrant the authenticity of the statement of its employees including the number of the active and retired employees, position set and the payment of the social security fund;
11: Warrant the authenticity of the statement of its taxation and the legitimacy of its taxation;
12: Warrant the authenticity of the statement of the material litigation, arbitration and administrative penalty concerning Party B;
13: Special Warranty
13.1: The stock rights owned by Party A are not defective; the stockholders’ willingness is not manipulated by any other individuals, parties and units. Party A, Party B has made this clear;
13.2: Every and each individual, unit and party involved with the rights and interests of Party A, Party B has no unclosed litigations and unexecuted verdict. And the above-mentioned parties should inform Party C all the involving litigations prior to the striking of the contracts;
13.3: The financial data provided by Party A, Party B is complete and comprehensive. Party A, Party B should disclose and be confirmed in written form by Party C any individual, unit and party that may raise demand of Party A and Party B’s assets.
II: Party C Warranty
1: Warrants that Party C is legally set up and exists in reality;
2: Warrants the authenticity and legitimacy of its acquisition motivation;
3: Warrants the authenticity of the statement of its good will and management ability;
4: Warrants the authenticity of the statement of its healthy financial status and financial strength.
III: Confidential Terms
Party A, Party B, Party C must n