Exhibit 10.32
Equity Interest Transfer
Agreement
Between
Bing Yu
And
Jian Ding
Date: Jan. 3, 2006
Table of Contents
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1.
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Transfer of
the Transferred Equity
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3
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2.
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Representation and Warranties of the
Seller
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3
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3.
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Representations and Warranties of the
Buyer
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4
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4.
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Amendment of
the AOA
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4
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5.
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The Rights
and Obligations of Buyer after the Transfer of Equity
Interest
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4
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6.
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The
Expense
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4
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7.
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Liability
for the Breach of Agreement
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4
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8.
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Force
Majeure
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4
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9.
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Confidentiality
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5
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10.
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Applicable
Law and Dispute Resolution
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5
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11.
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Effectiveness of this Agreement
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5
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12.
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Miscellaneous
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5
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Equity Interest Transfer
Agreement
This Equity Interest Transfer
Agreement (“Agreement”) is entered into as of the day
of Jan. 3, 2006 in Beijing by and between the following
parties:
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Party A:
Bing Yu (hereinafter the “Party A” or
“Seller”)
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Address:
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Room 48,
Building 1, Yard 1, Jinjiacun, Fengtai District, Beijing, P.R.
China
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ID No.:
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110108650831235
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Phone:
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13901338671
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Party B:
Jian Ding (hereinafter the “Party B” or
“Buyer”)
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Address:
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Room 601,
Building 9, Tonglinge Road, Xicheng District, Beijing, P.R.
China
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ID No.:
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110102650505007
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Phone:
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13801196835
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Whereas:
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1.
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Lenovo
Security Technologies(Beijing), Inc. (“LWY”) is a limited liability
company duly organized and legally existing under the laws of the
People’s Republic of China (“PRC” or
“China”) with the registered capital of
RMB24,000,000.00, which has been contributed in full and timely, in
Beijing.
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2.
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As of the date
of this Agreement, Party A owns 25% of the equity interest in
LWY.
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3.
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The parties
agree that Party A will transfer the equity interest of RMB
6,000,000.00 in the registered capital of LWY, i.e., the 25% of the
equity interest (hereinafter “Transferred Equity”) to
Party B in accordance with the terms and conditions contemplated in
this Agreement.
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Therefore, the parties hereby make
this Agreement as follows:
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1.
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Transfer of
the Transferred Equity
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1.1
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The parties
agree that Party A sells the Transferred Equity in LWY to Buyer in
accordance with the stipulation of the Articles of Association
(“AOA”) of LWY. After completing the assignment, the
Seller shall quit LWY, and the Buyer shall own 25% of the equity
interest in LWY.
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1.2
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As the
consideration for Seller’s assignment of the Transferred
Equity in this Agreement, the parties agree that Buyer shall pay
RMB6,000,000 to the Seller within 30 days from the date of this
Agreement.
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1.3
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The name,
business scope and registered capital of LWY shall remain
unchanged.
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1.4
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The Seller
shall have all the other shareholders of LWY ratify the transfer
herein, and cause LWY to submit the relevant documents (including
but not limited to, this Agreement and the amended AOA for LWY) for
the registration of the equity interest transfer to the competent
government authorities within 20 days from the date of this
Agreement so as to make Buyer be the shareholder of LWY.
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2.
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Representation and Warranties of the
Seller
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2.1
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The Seller
hereby represents and warrants to Buyer as follows:
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2.1.1
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Such Party has
the legal capacity and disposition capacity to execute and perform
this Agreement;
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2.1.2
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Neither the
execution, nor the performance of this Agreement will conflict
with, or result in a breach of, or con
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