EXCLUSIVE EQUITY INTEREST PURCHASE AGREEMENT
THIS EXCLUSIVE EQUITY INTEREST
PURCHASE AGREEMENT (the “ Agreement ”)
is entered into by and among the following parties on March 31,
2008
Party
A: WALLIS DEVELOPMENT LIMITED , a foreign company incorporated under the Laws
of HongKong with its registered address at Room 42,4 th
Floor, New Henry House, 10 Ice House Street, Central Hong
Kong.
Party
B: Xue Ying, a PRC
citizen with ID No.650102701003404
Address: Rm.
2315, Summit Building, No.4 Shanghai Rd. Dalian China
Party
C: Dalian Shipping Online Network Co. Ltd,
a limited liability company duly
established and valid existing under the PRC laws, with its
registered address at Room23-A2 Summit Building, No.4 Shanghai
Road, Zhongshan District, Dalian
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Party B holds
20% equity interest in Party C;
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Party C and
[BEIJING HUATE XINGYE KEJI CO., LTD.] , a foreign
invested company wholly owned by Party A, have entered into
Exclusive Consulting and Service Agreement, and other
agreements.
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NOW
THEREFORE, through
mutual negotiations, the Parties hereto agree as
follows:
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Transfer of Equity Interest
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Party B hereby
irrevocably grants Party A the exclusive right that Party A, based
on the consideration provided in Article 1.3 of this Agreement, can
purchase or designate one or more persons (the “
Specified Person ”) to purchase the Equity
Interest subject to compliance with legal restriction under the
applicable PRC laws(the “ Purchase Right
”). Except for Party A and the Specified Person, Party C
shall not sell the Equity Interest to any third party. Party C
hereby agrees that Party B may grant the Purchase Right to Party A,
and the other shareholder of Party C hereby give up the preemption
right relating to the Equity Interest evidenced by the Announcement
document attached hereto as the Appendix. Such person hereunder in
this Agreement refers to individual, corporation, joint enterprise,
partnership, enterprise, trust or non-corporation
organization.
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1.2
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Steps for
Exercise of the Purchase Right
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The compliance
with PRC laws and regulations shall be the precondition for
exercise of the Purchase Right by Party A. When Party A intends to
exercise the Purchase Right, it shall issue a written notice (the
“ Purchase Notice ”) Party C, and the
Purchase Notice shall contain the following items: (a) Party A
intends to exercise the Purchase Right; (b) the percentage of the
Equity Interest to be purchased therewith; and (c)the effective
date or transfer date.
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1.3
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Consideration
of the Equity Interest
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The Transfer
Fee (“ Transfer Fee ”) payable by
Party A shall be confirmed by and between Party A and Party B
through negotiation according to the evaluation of the Equity
Interest by the relevant qualified institute, and it shall be the
lowest price allowable by the PRC laws and regulations.
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1.4
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Transfer of the
Equity Interest
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When Party A
exercises the Purchase Right every time:
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Party B shall
procure that Party C convene shareholders’ meeting timely and
shall pass the shareholders’ resolutions that Party B can
transfer to Party A or the Specified Person the Equity
Interest.
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1.4.2
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Party B shall
enter into Equity Transfer Contract in relation to the Equity
Interest with Party A (or the Specified Person, if applicable) in
accordance with this Agreement and Purchase Notice.
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1.4.3
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The related
parties shall execute all other necessary agreements or documents,
and obtain all necessary government approvals and consents, and
take all necessary actions to legally transfer the ownership of the
Equity Interest to Party A or the Specified Person and procure
Party A or the Specified Person to be registered as the owner of
the Equity Interest. The Equity Interest should be free from any
Security Interest. For the purpose of this Agreement, Security
Interest include guarantee, mortgage, any third party rights or
interest, any purchase rights, preemption rights, offset rights and
any other security arrangements. It is clarified that the Security
Interest do not include any security interest accrued in accordance
with this Agreement and the Equity Interest Pledge Agreement which
is entered into by and between Party B and [BEIJING HUATE XINGYE
KEJI CO., LTD.] on [March 31, 2008] (“ Equity
Interest Pledge Agreement ”). According to the
Equity Interest Pledge Agreement, Party B shall pledge all the
equity possessed by Party B in Party C to [BEIJING HUATE XINGYE
KEJI CO., LTD.] as a guarantee to the Exclusive Technical
Consulting and Service Agreement which is entered into by and
between Party C and [BEIJING HUATE XINGYE KEJI CO., LTD.] on [March
31, 2008] (“ Exclusive Technical Consulting and
Service Agreement ”).
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1.5
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Payment for the
Equity Interest
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1.5.1
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Party A shall
pay the Transfer Fee to Party B in accordance with the provision of
Article 1.3.
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Warranties Relating to the Equity
Interest
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Without the
written consent from Party A or [BEIJING HUATE XINGYE KEJI CO.,
LTD.], Party C will not amend, modify any provisions of the
constitutional documents of the company, and will not increase or
reduce its registered capital, or change the equity holding
structures in other methods.
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Shall keep the
Party C legally existing, and prudently and efficiently operate its
business and deal with corporate affairs in accordance with
commercial standards and practice.
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Unless having
got prior written consent from Party A or [BEIJING HUATE XINGYE
KEJI CO., LTD.], Party C shall not sell, transfer, mortgage or
dispose of any assets, business or beneficial rights of Party C, or
allow any creation of other Security Interest.
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Unless having
got prior written consent from Party A or [BEIJING HUATE XINGYE
KEJI CO., LTD.], Party C shall not occur, inherit, provide
guarantee to any debts except for (i)the debt is occurred during
the normal business operation instead of loan; (ii) the debt has
been disclosed to Party A and obtained Party A’s written
consent.
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Party C shall
operate its business normally to keep the value of its assets, and
shall not take any action which shall bring material influence to
the business operation and the value of the asset.
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Unless having
got prior written consent from Party A or [BEIJING HUATE XINGYE
KEJI CO., LTD.], Party C shall not enter into any material
agreement except for the purpose of normal business operation. (For
the purpose of this paragraph, an agreement covering an amount in
excess of RMB100,000 will be deemed as a material
agreement).
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Unless having
got prior written consent from Party A or [BEIJING HUATE XINGYE
KEJI CO., LTD.], Party C shall not provide any loans to any third
party.
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According to
Party A’s request, Party C shall provide any materials
relating to the operation and financial status of Party C to Party
A.
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Party C shall
purchase insurance from the insurance company which can be accepted
by Party A and shall maintain such insurance. The amount and kinds
of such insurance shall be same with the other companies which
operate the similarly business and possess similar assets with
Party C in the same distraction.
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Unless having
got prior written consent from Party A or [BEIJING HUATE XINGYE
KEJI CO., LTD.], Party C shall not merge with, combine or purchase
any entity or make investment.
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Party C shall
inform Party A of any occurred or potential litigation,
arbitration, or administrative procedure in relation to the Equity
Interest.
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In order to
keep the owne
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