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STOCK OWNERSHIP ASSIGNMENT CONTRACT

Assignment Agreement

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This Assignment Agreement involves

UNIPRO FINANCIAL SERVICES INC | China Fire Protection Group Inc. | Jinzhou Electrical Engineering Co.Ltd

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Title: STOCK OWNERSHIP ASSIGNMENT CONTRACT
Date: 11/2/2006

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Stock Ownership Assignment Contract

Exhibit 10.15

Stock Ownership Assignment Contract

This contract is made and entered into by following parties on 19th June 2006 in Beijing:

Party A: China Fire Protection Group Inc.

Legal representative: BIN LIN

Party B: Jinzhou Electrical Engineering Co.Ltd

Legal representative: Shuangrui Zhao

Party C: Beijing Kechuang Risk Investment Co., Ltd

Legal Representative: Gangjin Li

Party D: Beijing Anke Xinlian Technology & Development Co., Ltd

Legal Representative: Zengliang Feng

Party E: Beijing Xinhe Jiuan Technology Co., Ltd

Legal Representative: Peng Ju

Party F: Beijing Qianyan Zongheng Technology Co., Ltd

Legal representative: Yuanbin He

Whereas:

1. Sureland Industrial Fire Safety Co., Ltd (hereinafter referred to as Sureland Company) is a Chinese domestic limited liability company, with the registered capital being ¥50 million, Party B, Party C, Party D, Party E, and Party F being its stockholders (holding 40%, 32%, 22.7%, 4.8%, and 0.5% stock ownership respectively); Party A is a foreign enterprise.

 

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2. Party A is intend to accept 100% stock ownership of Sureland Company held by Party B, Party C, Party D, Party E, and Party F.

3. Total stockholders of Sureland Company have agreed upon in consensus to approve such transferring action in stockholders’ conference.

Through amiable negotiation by parties hereto, this agreement is made and entered into on following terms and conditions:

Article 1 Subject matter of assignment

100% stock ownership of Sureland held by Party B, Party C, Party D, Party E, Party F (each holding 40%, 32%, 22.7%, 4.8%, and 0.5% respectively)

Article 2 Assignment costs and related expenses

2. 1 Party A shall accept above mentioned stock ownership with US$11.50 million, paying the assignment cost of US$4.60 million, US$3.68 million, US$2.6105 million, US$552,000.00, and US$57,500.00 to Party B, Party C, Party D, Party E, Party F respectively, and such payment of assignment cost shall be made completely within 3 months from the issuing date of business license of foreign-invested enterprise.

2. 2 The expenses of taxation (if any) involved in such stock ownership assignment shall be undertaken by each of parties hereto respectively in accordance with provisions of related law, and regulations.

Article 3 Stock ownership delivery

3. 1 Each of Parties hereto shall jointly handle related stock ownership modification registration procedures, and the completion date of stock ownership modification registration shall be the date of stock ownership delivery.

3. 2 From the date of stock ownership delivery, the rights enjoyed by and the obligations undertaken by Party B, Party C, Party D, Party E, Party F shall be transferred to Party A for enjoyment and undertaking.

 

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Article 4 Execution conditions of contract

4.1 Total stockholders in general meeting of stockholders of Sureland Company agree upon in consensus to approve such assignment;

4. 2 This contract is signed on by each of parties hereto;

4. 3 This contract is examined and approved by related competent authorities and administrative authorities.

Article 5 Announcements

If the announcement matters are involved in such stock ownership assignment, Sureland Company shall be responsible for dealing with such announcement matters and undertake related expenses.

Article 6 Declaration

Each of parties hereto has completely understood the provisions of this contract and holds no any misunderstanding.

Article 7 Undertaking and commitment

7. 1 Undertakings and commitments of Party B, Party C, Party D, Party E, Party F

7. 1. 1 Party B, Party C, Party D, Party E, and Party F undertake that each of them enjoys complete and exclusive rights to the stock ownership of Sureland Company to be transferred, and except for those disclosed (

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