o | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Title of each class | Name of each exchange on which registered | |
None | None |
* | Not for trading, but only in connection with the listing on the Nasdaq Global Market of American Depository Shares each representing 5 ordinary shares pursuant to the requirements of the Securities and Exchange Commission |
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o |
U.S. GAAP þ | International Financial Reporting Standards as issued | Other o | ||
By the International Accounting Standards Board o |
2
| we, us, our company, the company, our, Group refer to China Finance Online Co. Limited, or CFO Hong Kong and its subsidiaries, and, in the context of describing our operations include our PRC-incorporated affiliates; |
| shares and ordinary shares refer to our ordinary shares, preferred shares refers to our preferred shares, all of which were converted into our ordinary shares upon the completion of our initial public offering on October 20, 2004, ADSs refers to our American depositary shares, each of which represents five ordinary shares, and ADRs refers to the American depositary receipts which evidence our ADSs; |
| China or PRC refers to the Peoples Republic of China, excluding Taiwan, Hong Kong and Macau; |
| Hong Kong refers to the Hong Kong Special Administrative Region of the Peoples Republic of China; and |
| all references to Renminbi, RMB or yuan are to the legal currency of China, all references to U.S. dollars, dollars, $ or US$ are to the legal currency of the United States and all references to Hong Kong dollars or HK$ are to the legal currency of Hong Kong. Any discrepancies in any table between totals and sums of the amounts listed are due to rounding. |
| our goals and strategies, including how we effect our goals and strategies; |
| our future business developments, business prospects, financial condition and results of operations; |
| our future pricing strategies or policies; |
| our plans to expand our service offerings; |
| our plans to use acquisitions and strategic investments as part of our corporate strategy; |
| competition in the PRC financial data and information services industry; |
3
| performance of Chinas securities markets; |
| performance of Hong Kongs securities markets; |
| growth in our subscriber base; |
| PRC governmental policies relating to taxes and how they will impact our business; |
| PRC governmental policies relating to the Internet and Internet content providers; |
| PRC governmental policies relating to the distribution of content, especially the distribution of financial content over the Internet; and |
| PRC governmental policies relating to mobile value-added services. |
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
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82
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84
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86
87
88
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91
92
93
94
95
96
97
98
99
100
101
102
103
104
105
106
107
108
109
110
111
112
113
114
115
116
117
118
119
120
121
122
123
124
125
126
127
F - 2
F - 3
F - 4
F - 5
F - 6
F - 7
F - 8
F - 9
F - 10
F - 11
F - 12
F - 13
F - 14
F - 15
F - 16
F - 17
F - 18
F - 19
F - 20
F - 21
F - 22
F - 23
F - 24
F - 25
F - 26
F - 27
F - 28
F - 29
F - 30
F - 31
F - 32
F - 33
F - 34
F - 35
F - 36
F - 37
F - 38
F - 39
F - 40
F - 41
F - 42
F - 43
F - 44
F - 45
F - 46
F - 47
F - 48
F - 49
F - 50
F - 51
F - 52
F - 53
For the year ended December 31,
(in thousands of U.S. dollars, except per share or per ADS data)(1)
2005 (5)
2006 (4) (5)
2007 (4) (5)
2008 (5)
2009
(As adjusted)
(As adjusted)
(As adjusted)
(As adjusted)
7,482
7,128
25,903
56,243
53,606
(482
)
(1,468
)
(4,427
)
(9,367
)
(8,147
)
7,000
5,660
21,476
46,876
45,459
(1,740
)
(2,956
)
(7,784
)
(15,371
)
(16,982
)
(236
)
(742
)
(2,269
)
(5,635
)
(10,754
)
(1,795
)
(2,666
)
(6,924
)
(13,521
)
(26,095
)
(3,771
)
(6,364
)
(16,977
)
(34,527
)
(53,831
)
136
437
567
3,229
(704
)
4,635
12,786
(7,805
)
1,486
1,003
1,105
1,608
1,352
40
115
9
(169
)
(257
)
366
267
424
1,490
2
(1,322
)
(11,127
)
5,081
(641
)
(4,954
)
15,715
(6,668
)
(457
)
41
809
3,047
446
227
4,624
(600
)
(4,145
)
18,989
(6,222
)
15
31
2
$
4,624
$
(600
)
$
(4,130
)
$
19,020
$
(6,220
)
$
0.05
$
(0.01
)
$
(0.04
)
$
0.19
$
(0.06
)
$
0.04
$
(0.01
)
$
(0.04
)
$
0.17
$
(0.06
)
$
0.25
$
(0.03
)
$
(0.22
)
$
0.96
$
(0.30
)
$
0.22
$
(0.03
)
$
(0.22
)
$
0.84
$
(0.30
)
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For the year ended December 31,
(in thousands of U.S. dollars)(1)
2005 (5)
2006 (5)
2007 (5)
2008 (5)
2009
(As adjusted)
(As adjusted)
(As adjusted)
(As adjusted)
$
46,168
$
44,956
$
74,729
$
97,544
$
107,391
45,227
38,011
53,811
78,226
81,255
63,113
71,119
103,885
141,823
165,609
1,859
6,419
20,457
28,202
30,620
2,282
8,521
31,034
35,472
52,401
4,665
8,786
14,547
$
60,831
$
62,453
$
67,834
$
96,942
$
97,667
(1)
For the results of operations for a specified period, all translations from Renminbi to U.S.
dollars were calculated by using the average of the exchange rates on each day during the
period. All translations from Renminbi to U.S. dollars were calculated for the periods listed
below at the corresponding rates:
For the years ended December 31,
RMB per US$1.00
8.2780
8.1472
7.9693
7.6072
6.9477
6.8310
As at December 31,
RMB per US$1.00
8.2765
8.0702
7.8087
7.2946
6.8225
6.8282
(2)
Each ADS represents five ordinary shares.
(3)
Current working capital is the difference between total current assets and total current
liabilities.
(4)
In 2006, the Company changed its method of accounting for stock-based compensation to conform
to authoritative pronouncement effective on January 1, 2006. In 2007, the Company adopted the
authoritative pronouncement Accounting for Uncertainty in Income Taxes.
(5)
In 2009, the Company adopted the authoritative guidance on noncontrolling interests in
consolidated financial statements on January 1, 2009, which was applied retrospectively.
The following adjustments have been made:
a)
the noncontrolling interests (previously described as minority interest) has now
been included as a component of total equity whereas previously it was shown outside
of equity,
b)
the net income or loss attributable to the noncontrolling interests is now shown
as an allocation of net income for the year rather than being deducted in arriving at
net income.
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Average(1)
High
Low
Period-end
(RMB per U.S.$1.00)
8.1472
8.2765
8.0702
8.0702
7.9693
8.0705
7.8051
7.8087
7.5806
7.8127
7.2946
7.2946
6.9193
7.2946
6.7800
6.8225
6.8314
6.8399
6.8201
6.8282
6.8274
6.8282
6.8267
6.8272
6.8279
6.8287
6.8268
6.8282
6.8273
6.8281
6.8269
6.8270
6.8270
6.8273
6.8269
6.8269
6.8264
6.8268
6.8261
6.8263
6.8262
6.8265
6.8259
6.8263
6.8270
6.8275
6.8265
6.8275
(1)
Averages are calculated from month-end rates.
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the acquisition may not further our business strategy, or we may pay more than it is
worth;
we may not realize the anticipated increase in our revenues if we are unable to sell
the acquired companys products to our customer base, or the acquired contract models of
acquired contract models companies;
we may have difficulty identifying suitable acquisition opportunities and integrating
acquired companies with our existing operations or their products and services with our
existing products and services;
we may have higher than anticipated costs in continuing support and development of
acquired products;
we may have multiple and overlapping product lines that are offered, priced and
supported differently, which could cause customer confusion and delays;
our due diligence process may fail to identify problems, such as issues with unlicensed
use of intellectual property;
we may have legal and tax exposures or lose anticipated tax benefits as a result of
unforeseen difficulties in our legal entity integration activities;
we may face contingencies related to intellectual property, financial disclosures and
accounting practices or internal controls;
our ongoing business may be disrupted and our managements attention may be diverted by
transition or integration issues; and
to the extent that we issue a significant amount of equity securities in connection
with future acquisitions, existing ADS holders and shareholders may be diluted and
earnings per share may decrease.
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providing CFO Software tax exemption for 2007 and a reduced tax rate of 7.5% for 2008,
2009 and 2010; and
providing CFO Meining and CFO Genius a reduced tax rate of 15% for 2008, 2009 and 2010.
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providing CFO Success tax exemption for 2008 and 2009 and a preferential EIT rate of
12.5% for 2010, 2011 and 2012; and
providing CFO Zhengning tax exemption for 2008 and a preferential EIT rate of 12.5% for
2009, 2010 and 2011.
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any breakdowns or system failures resulting in a sustained shutdown of all or a
material portion of our servers, including failures which may be attributable to sustained
power shutdowns, or efforts to gain unauthorized access to our systems causing loss or
corruption of data or malfunctions of software or hardware; and
any disruption or failure in the national backbone network, which would prevent our
users from logging on to our website or accessing our services.
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revoking business and operating licenses of CFO Beijing, CFO Software, CFO Stockstar,
CFO Genius, CFO Jujin, CFO Zhengning, CFO Wisdom, CFO Success, CFO Juda, CFO Zhengtong,
CFO Zhengyong, CFO Fuhua or CFO Meining;
discontinuing or restricting our operations or those of CFO Beijing, CFO Software, CFO
Stockstar, CFO Genius, CFO Jujin, CFO Zhengning, CFO Wisdom, CFO Success, CFO Juda, CFO
Zhengtong, CFO Zhengyong, CFO Fuhua or CFO Meining;
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imposing conditions or requirements with which we, CFO Beijing, CFO Software, CFO
Stockstar, CFO Genius, CFO Jujin, CFO Zhengning, CFO Wisdom, CFO Success, CFO Juda, CFO
Zhengtong, CFO Zhengyong, CFO Fuhua or CFO Meining could not satisfy;
requiring us, CFO Beijing, CFO Software, CFO Stockstar, CFO Genius, CFO Jujin, CFO
Zhengning, CFO Wisdom, CFO Success, CFO Juda, CFO Zhengtong, CFO Zhengyong, CFO Fuhua or
CFO Meining to restructure the relevant ownership structure or operations;
restricting or prohibiting our use of the proceeds of our initial public offering in
2004 to finance our business and operations in China; or
taking other regulatory or enforcement actions, including levying fines that could be
harmful to our business.
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Our articles of association provide for a staggered board, which means that our
directors, excluding our chief executive officer, are divided into two classes, with half
of our board,
excluding our chief executive officer, standing for election every two years. Our chief
executive officer will at all times serve as a director, and will not retire as a director,
so long as he remains our chief executive officer. This means that, with our staggered
board, at least two annual shareholders meetings, instead of one, are generally required
in order to effect a change in a majority of our directors. Our staggered board can
discourage proxy contests for the election of our directors and purchases of substantial
blocks of our shares by making it more difficult for a potential acquirer to take control
of our board in a relatively short period of time.
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Hong Kong law permits shareholders of a company to remove directors by a shareholders
resolution. Our articles of association require any shareholder who wishes to remove a
director in this way to give us at least 120 days notice of the resolution, making it
more difficult and time consuming for a potential acquirer who has accumulated a
substantial voting position to obtain control of our board by removing opposing directors.
Our articles of association provide that our board can have no less than five and no
more than nine directors. Our board currently has five directors. Any increase in the
maximum number of directors on our board beyond nine directors can only be accomplished by
amending our articles of association, which under Hong Kong law requires a shareholders
supermajority vote of 75% and at least 21 days notice. These restrictions can make it
more difficult for a potential acquirer who has accumulated a majority of our shares to
take control of us by promptly increasing the size of our board and appointing new
directors that are its nominees.
Hong Kong does not have merger laws that permit Hong Kong companies to merge in the
same way as U.S. companies could in the United States. However, the Hong Kong Companies
Ordinance has provisions that facilitate arrangements for the reconstruction and
amalgamation of companies. The arrangement must be approved by a majority in number of
each class of shareholders and creditors with whom the arrangement is to be made,
representing three-fourths in value of each such class of shareholders or creditors that
are present and voting either in person or by proxy at meetings convened by the High Court
of Hong Kong. The arrangements must be sanctioned by the High Court of Hong Kong after
shareholders or creditors approve it at the court-convened meeting.
Our shareholders have authorized our board of directors, without any further action by
shareholders, to issue additional shares. Under Hong Kong law, the authority granted by
our shareholders will remain valid until the conclusion of our next annual general
meeting, or the time when our next annual general meeting is required to be held. For as
long as this approval remains effective, or is renewed, our board of directors will have
the power to issue additional ordinary shares (including ordinary shares represented by
ADSs) and preference shares without any further action by shareholders.
to recognize or enforce against us judgments of courts of the United States based on
the civil liability provisions of U.S. securities laws; or
to allow original actions brought in Hong Kong, based on the civil liability provisions
of U.S. securities laws that are penal in nature.
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to attract visitors and market our subscription based service offerings. The pool of
registered users that are attracted by the two finance portals for information and free
services forms a natural target for our subscription services and brokerage services;
to store content and serve as an integral part of our information platform;
to serve as download platforms for our service offerings; and
to display online advertisements.
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financial analysis tools that permit users to calculate and analyze quantitatively
financial data;
current and historical financial data and information for Chinas and Hong Kongs
listed company stocks, bonds, mutual funds and stock index futures;
categorized news and research reports; and
online forums and bulletin boards.
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Securities market data analysis tools
. Our Securities Market Data service packages are
developed on the basis of Level II quotes licensed from the Shanghai and Shenzhen Stock
Exchanges. In June 2006, we entered into an agreement with SSE Infonet Ltd. Co, which is
associated with the Shanghai Stock Exchange. Under the definitive agreement, we are
certified by Shanghai Stock Exchange to develop service packages based on Level II quotes,
and upgrade the features and functions of our current products. The definitive agreement
was contemplated to continue through July 31, 2009 and was renewed in 2009 for an
additional three years ending on July 31, 2012.
In April 2010, we were certified by Shenzhen Securities Information Co., Ltd. to develop
service packages based on Level II quotes, and upgrade the features and functions of our
current products. The definitive agreement is contemplated to continue through March 31,
2011.
Level II quotes give investors unique insight into a stocks price movement, which, we
believe, is of great value to Chinese investors. In addition, Level II quotes provide
faster and more comprehensive trading data and statistical information on market
transactions.
Technical Analysis.
Technical Analysis involves researching historical price and
volume data, patterns and trends to predict the performance of a given stock. This type of
analysis focuses on chart formations and formulas in identifying major and minor trends to
recognize buying opportunities and exit points.
Fundamental Analysis.
Fundamental Analysis involves examining the companys financials
and operations, especially sales, earnings, growth potential, assets, debt, management,
products, and competition. Fundamental Analysis takes into consideration only those
variables that are directly related to the company itself, rather than the overall state
of the market or technical analysis data.
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Categorized macro information
. This feature allows subscribers to search and sort
up-to-date and comprehensive news and information relating to the broader financial
markets or a specific financial topic or industry sector. We have a dedicated team of
professional editors who collect, organize, categorize and index macro-economic and
financial market information on a daily basis, according to user feedback and
classification methods that we believe are accepted practice in securities markets in
China.
Industry sector analysis
. Many investors in China seek to distinguish between listed
companies with investment potential and those prone to financial trouble by analyzing
listed companies financial data published in their financial statements and comparing
such data among companies within the same industry sector. We collect and process listed
company financial data and information according to classification methods set by relevant
PRC regulatory authorities, and allow subscribers to view the relative standings of listed
companies in the same industry sector or geographical locations based on market accepted
performance parameters, including price-to-earnings ratios and profit margins etc.
Fundamental analysis
. Historical and real-time financial information are important to
investors because they provide insight into company fundamentals. This research tool
integrates the historical and real-time trading information we maintain in our database,
as well as fundamental financial information such as earnings-per-share, shareholding
structure, business description and competition and other related data and information.
Our subscribers can receive fundamental financial and trading information organized by
their specifications and display these results on a graphical interface that we designed
to be easy to visualize and navigate.
Mutual fund analysis
. Our mutual fund research tool focuses on categorizing information
relating to the portfolio holdings of mutual funds. This feature allows subscribers to
study the collective effect of large market players on individual stocks. This feature
also offers information relating to the performance of individual mutual funds, allowing
subscribers to assess the risks and rewards of investing in mutual funds.
Technical analysis
. This feature allows investors interested in trends formulated by
historical trading data to perform technical analysis on listed companies. With over 60
markets accepted technical indicators and a complete database of historical data and
information on all of Chinas and Hong Kongs listed company stocks, our subscribers can
perform extensive chart analysis and pattern recognition on any stock listed on Chinas
stock exchanges.
Securities market data analysis
. This feature provides faster and more comprehensive
trading data and statistical information on market transactions. With our Securities
Market Data service packages developed on the basis of Level II quotes licensed from the
Shanghai and Shenzhen Stock Exchanges, our subscribers are provided with trading
transparency and unique insight into a stock prices movements, and can make more informed
investment decisions.
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to increase the breadth of our service offerings through the addition of new features
and functions to our service packages;
to enhance our subscribers experience by improving the quality of our research tools
and website;
to develop additional research tools, features and content specifically targeting the
high-end subscribers; and
to design and build new financial instrument service products that fit our strategies.
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leveraging our own website platform and other online and mobile platform to increase
registered user base;
increasing our subscriber base by expanding distribution channels such as other
websites, banks, mutual funds and brokerage firms;
building our customer database by better understanding and in depth user data mining on
our registered users;
upgrading our existing service offerings and expanding our present service;
improving efficiency by providing telemarketing sales personnel with better training to
improve sales skills; and
encouraging our subscribers to migrate to newer and more comprehensive service
offerings.
acquiring strategic resources and capabilities in order to strength entry barriers,
broaden product offering, expand business scale, diverse revenue resources and monetize
registered user base; and
obtaining access to complementary resources and capabilities through strategic
partnerships that enable us to penetrate into a bigger market to solidify our leading
position and enhance our brand awareness.
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publishers and distributors of traditional media, including print, radio and television
as well as radio and television programs and news focused on financial news and
information;
internet portals providing information on business, finance and investing;
financial information web pages offered by websites;
personal stock research software vendors, especially those that develop and market
stock research software through stock brokerage companies; and
stock brokerage companies, especially stock brokerage companies with online trading
capabilities.
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MIIT;
CSRC;
Ministry of Culture;
General Administration of Press and Publication (National Copyright Administration);
State Administration of Industry and Commerce;
Ministry of Public Security;
Ministry of Commerce; and
State Administration of Radio, Film and Television
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Legal
Jurisdiction
Ownership
of
Interest
Name
Incorporation
Interest
PRC
100
%
PRC
100
%
PRC
Nil
PRC
100
%
PRC
100
%
PRC
Nil
PRC
Nil
PRC
Nil
PRC
Nil
PRC
Nil
PRC
Nil
PRC
Nil
PRC
Nil
PRC
Nil
PRC
100
%
PRC
100
%
PRC
100
%
PRC
Nil
PRC
Nil
PRC
Nil
PRC
100
%
PRC
100
%
PRC
100
%
PRC
Nil
PRC
Nil
PRC
Nil
PRC
100
%
BVI
100
%
BVI
100
%
Hong Kong
100
%
Hong Kong
100
%
Hong Kong
100
%
Hong Kong
100
%
Hong Kong
100
%
*
Denotes variable interest entity or subsidiaries of variable interest entities
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performance of Chinas securities markets, and user demand for market intelligence on
Chinas securities markets, as well as the overall performance of Chinas economy;
termination of our TopView series of market data analysis products. On December 31,
2008, SSE Infonet Ltd. Co terminated the provision of TopView data to third-party software
vendors, including us. We subsequently terminated the offering of TopView products to our
customers. Our 2009 operating results were impacted from the TopView termination;
contribution of alternative revenue resources such as revenues from online advertising;
seasonality associated with the level of activity of our users and subscribers and the
trading activities of Chinas securities markets;
tax refund from the PRC tax authorities for value-added-taxes we are required to pay on
the sale of subscriptions to our service packages;
other tax incentives we receive from PRC tax authorities resulting from CFO
Success, CFO Zhengning and CFO Jujin being the New Software Manufacture Enterprises and
CFO Software, CFO Meining and CFO Genius being the High and New Technology companies;
our cost structure, including, in particular, our cost for raw data, bandwidth costs
and personnel-related expenses;
the desirability of our service packages relative to other products and offerings
available in the market;
our ability to benefit from the acquisition of CFO Stockstar, CFO Genius, Daily Growth
Securities and the contractual arrangements with CFO Newrand, CFO Huifu and CFO
Zhongcheng, CFO Qicheng, CFO Yingchuang, CFO Fuhua, CFO Decheng, CFO Shenzhen Shangtong,
CFO Shangtong, CFO Chongzhi, CFO Chuangying and CFO Securities Consulting; and
PRC telecommunication and regulatory policies.
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the number of registered user accounts on our websites;
the number of active paying individual subscribers; and
the service packages selected by our subscribers.
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Years ended December 31,
2007
2008
2009
$
22,712,043
$
49,551,711
$
46,175,235
1,560,194
2,946,389
3,985,699
1,339,321
1,047,218
1,025,927
80,896
956,549
2,228,630
210,620
1,740,901
190,386
$
25,903,074
$
56,242,768
$
53,605,877
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if we enter into additional commercial agreements for purchasing data from new sources
or if we obtain different or additional data from existing sources; or
due to rate increases we may experience in the future upon renewal of our existing
agreements.
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The revenue growth is projected at a compound annual growth rate, or CAGR. For the
year 2010-2014, the CAGR of the four reporting units are approximately 20%, 12%, 10%, 8%,
3% for Southern China, 36.2%, 19%, 12%, 10%, 5% for Eastern China, 20%, 12%, 10%, 8%, 3%
for Northern China and 39.8%, 24.3%, 19.9%, 9.8%, 8.6% for Hong Kong, which is within the
range of comparable companies at the time of valuation.
In the projection period, the cost of revenues as a percentage of revenues is
expected to remain stable.
Operating expenses, including selling expenses, R&D expenses and general and
administrative expenses, as a percentage of sales is expected to remain stable.
To maintain normal operations, capital expenditures are estimated to be around 6%,
8%, 6%, and 6.34% of revenue for the four reporting units, respectively.
The working capital requirement is estimated based on main accounts turnover days.
A perpetual growth rate after 2014 is assumed to be at 3% per year for the four
reporting units.
The weighted average cost of capital, or WACC, used in the calculation is 21%, 21%,
21% and 19% for the four reporting units, respectively.
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(in thousands of U.S. dollars, except as %
For the year ended December 31,
of net revenues)(1)
2007 (2)(3)
2008 (3)
2009
(As adjusted)
(As adjusted)
$
26,570
102.6
%
$
57,146
101.6
%
$
55,108
102.8
%
(667
)
(2.6
)
(903
)
(1.6
)
(1,502
)
(2.8
)
25,903
100
%
56,243
100
%
53,606
100
%
(4,427
)
(17.1
)
(9,367
)
(16.7
)
(8,147
)
(15.2
)
21,476
82.9
46,876
83.3
45,459
84.8
(7,784
)
(30.1
)
(15,371
)
(27.3
)
(16,982
)
(31.7
)
(2,269
)
(8.8
)
(5,635
)
(10.0
)
(10,754
)
(20.1
)
(6,924
)
(26.7
)
(13,521
)
(24.0
)
(26,095
)
(48.7
)
(16,977
)
(65.5
)
(34,527
)
(61.4
)
(53,831
)
(100.4
)
136
0.5
437
0.8
567
1.1
4,635
17.9
12,786
22.7
(7,805
)
(14.6
)
1,105
4.3
1,608
2.9
1,352
2.5
424
1.6
1,490
2.6
2
9
0.03
(169
)
(0.3
)
(217
)
(0.4
)
(11,127
)
(43.0
)
(4,954
)
(19.1
)
15,715
27.9
(6,668
)
(12.4
)
227
0.4
809
3.1
3,047
5.4
446
0.8
(4,145
)
(16.0
)
18,989
33.8
(6,222
)
(11.6
)
15
0.06
31
0.1
2
$
(4,130
)
(15.9
%)
$
19,020
33.8
%
$
(6,220
)
(11.6
%)
(1)
For the results of operations for a specified period, all translations from Renminbi to U.S.
dollars were calculated by using the average of the exchange rates on each day during the
period. All translations from Renminbi to U.S. dollars were calculated for the periods listed
below at the corresponding rates
For the years ended December 31,
RMB per US$1.00
8.2780
8.1472
7.9693
7.6072
6.9477
6.8310
As at December 31,
RMB per US$1.00
8.2765
8.0702
7.8087
7.2946
6.8225
6.8282
(2)
In 2007, the Company adopted the authoritative pronouncement Accounting for Uncertainty in
Income Taxes.
(3)
In 2009, the Company adopted the authoritative pronouncement on noncontrolling interests in
consolidated financial statements on January 1, 2009, which was applied retrospectively.
The following adjustments have been made:
a)
the noncontrolling interests (previously described as minority interest) has now
been included as a component of total equity whereas previously it was shown outside
of equity,
b)
the net income or loss attributable to the noncontrolling interests is now shown
as an allocation of net income for the year rather than being deducted in arriving at
net income.
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For the year ended December 31,
(in thousands of U.S. dollars)
2007
2008
2009
$
28,426
$
27,849
$
16,231
(4,830
)
(7,410
)
(6,472
)
3,226
573
189
29,773
22,815
9,847
44,956
74,729
97,544
$
74,729
$
97,544
$
107,391
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increase the breadth of our service offerings through the addition of new features and
functions to our service packages;
enhance our subscribers experience by improving the quality of our research tools and
website; and
develop additional research tools, features and content specifically targeting the
high-end subscribers.
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Office Premises
Data Purchase
Total
(in U.S. dollars)
2,535,100
916,912
3,452,012
1,907,031
130,278
2,037,309
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Name
Age
Position
46
Chief Executive Officer and a member of the Board of Directors
53
Chairman of the Board of Directors
62
Director
47
Director
54
Director
39
Chief Financial Officer
44
Chief Operating Officer
(1)
Member, audit committee
(2)
Member, compensation committee
(3)
Member, nominations committee
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Number of
ordinary Shares to
be issued upon
Exercise price per
exercise of options
ordinary share
Date of grant
Date of expiration
400,000
$
1.120
November 15, 2005
November 15, 2015
400,000
$
1.070
July 5, 2006
July 5, 2016
800,000
$
0.960
January 18, 2007
January 17, 2017
*
$
0.160
January 5, 2004
March 5, 2009
*
$
1.040
June 15, 2004
March 5, 2009
*
$
1.314
February 18, 2005
February 18, 2015
*
$
0.960
January 18, 2007
January 17, 2017
*
$
0.160
February 18, 2004
March 5, 2009
*
$
1.040
June 15, 2004
March 5, 2009
*
$
1.314
February 18, 2005
February 18, 2015
*
$
0.960
January 18, 2007
January 17, 2017
*
$
0.160
January 5, 2004
March 5, 2009
*
$
1.040
June 15, 2004
March 5, 2009
*
$
1.314
February 18, 2005
February 18, 2015
*
$
0.960
January 18, 2007
January 17, 2017
*
$
0.160
January 5, 2004
March 5, 2009
*
$
1.040
June 15, 2004
March 5, 2009
*
$
1.314
February 18, 2005
February 18, 2015
*
$
0.960
January 18, 2007
January 17, 2017
*
$
1.070
July 5, 2006
July 5, 2016
*
$
0.960
January 18, 2007
January 17, 2017
*
$
1.158
November 30, 2005
November 30, 2015
*
$
0.96
January 18, 2007
January 17, 2017
*
$
1.26
December 1, 2008
November 30, 2018
*
Upon exercise of all options granted, would beneficially own less than
1% of our outstanding ordinary shares.
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Name
Number
Percent
8,958,493
8.16
%
*
*
*
*
10,558,493
9.62
%
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recommending to our shareholders, if appropriate, the annual re-appointment of our
independent registered public accounting firm and pre-approving all auditing and
non-auditing service fees permitted to be performed by the independent registered public
accounting firm;
annually reviewing an independent registered public accounting firms report describing
the independent registered public accounting firms internal quality-control procedures,
any material issues raised by the most recent internal quality control review, or peer
review, of the independent registered public accounting firm and all relationships between
the independent registered public accounting firm and our company;
setting clear hiring policies for employees or former employees of the independent
registered public accounting firm;
reviewing with the independent registered public accounting firm any audit problems or
difficulties and managements response;
reviewing and approving all proposed related-party transactions, as defined in Item 404
of Regulation S-K under the U.S. securities laws;
discussing the annual audited financial statements with management and the independent
registered public accounting firm;
discussing with management and the independent registered public accounting firm major
issues regarding accounting principles and financial statement presentations; reviewing
reports prepared by management or the independent auditors relating to significant
financial reporting issues and judgments;
reviewing reports prepared by management or the independent registered public
accounting firm relating to significant financial reporting issues and judgments;
discussing earnings press releases, as well as financial information and earnings
guidance provided to analysts and rating agencies;
reviewing with management and the independent registered public accounting firm the
effect of regulatory and accounting initiatives, as well as off-balance sheet structures
on our financial statements;
discussing policies with respect to risk assessment and risk management;
reviewing major issues as to the adequacy of our internal controls and any special
audit steps adopted in light of material control deficiencies;
timely reviewing annual reports from the independent registered public accounting firm
regarding all critical accounting policies and practices to be adopted by our company, all
alternative treatments of financial information within U.S. GAAP that have been discussed
with management and all other material written communications between the independent
registered public accounting firm and management;
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establishing procedures for the receipt, retention and treatment of complaints received
from our employees regarding accounting, internal accounting controls or auditing matters
and the confidential, anonymous submission by our employees of concerns regarding
questionable accounting or auditing matters;
annually reviewing and reassessing the adequacy of our audit committee charter;
such other matters that are specifically delegated to our audit committee by our board
of directors from time to time;
meeting separately, periodically, with management and the independent registered public
accounting firm; and
reporting regularly to the full board of directors.
determining and recommending the compensation of our senior management;
reviewing and making recommendations to our board of directors regarding our
compensation policies and forms of compensation provided to our directors and officers;
reviewing and determining bonuses for our officers and other employees;
reviewing and determining stock-based compensation for our directors, officers,
employees and consultants;
administering our equity incentive plans in accordance with the terms thereof; and
such other matters that are specifically delegated to the compensation committee by our
board of directors from time to time.
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convening shareholders meetings and reporting its work to shareholders at such
meetings;
implementing shareholders resolutions;
determining our business plans and investment proposals;
formulating our profit distribution plans and loss recovery plans;
determining our debt and finance policies and recommending proposals for the increase
or decrease in our share capital and the issuance of debentures;
formulating our major acquisition and disposition plans, and plans for consolidation,
division or dissolution;
proposing amendments to our articles of association; and
exercising any other powers conferred at shareholders meetings or under our memorandum
and articles of association.
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each person known to us to own beneficially more than 5% of our ordinary shares; and
each of our directors and executive officers who beneficially own any of our ordinary
shares.
*
Unless otherwise noted, the address of each shareholder is China Finance Online (Beijing) Co.,
Ltd., 9th Floor of Tower C, Corporate Square, No.35 Financial Street, Xicheng District, Beijing,
China 100033.
Number of Shares Beneficially Owned
Name
Number
Percent
16,248,507
14.74
%
6,723,115
6.10
%
7,595,569
6.89
%
7,156,121
6.49
%
8,746,370
7.93
%
10,558,493
9.58
%
10,993,840
9.97
%
*
*
*
*
*
*
*
*
8,946,036
8.11
%
*
*
*
*
*
*
12,699,248
11.52
%
*
Upon exercise of all options currently exercisable
or vesting within 60 days of the date of this
annual report, would beneficially own less than 1%
of our ordinary shares.
(1)
Includes16,248,507 ordinary shares held by IDG
Technology Venture Investment, Inc. IDG Technology
Venture Investment, Inc. is the limited partner of
IDG Technology Venture Investments, LP and does not
control IDG Technology Venture Investments, LP. IDG
Technology Venture Investment, Inc., a
Massachusetts corporation, is wholly owned by
International Data Group Inc., a Massachusetts
corporation, which is controlled by Patrick
McGovern, the majority shareholder, founder and
chairman of International Data Group Inc. IDG
Technology Venture Investment, Inc. disclaims
beneficial ownership of all of the ordinary shares
owned by IDG Technology Venture Investments, LP.
The registered address of IDG Technology Venture
Investment, Inc. is 5 Speen Street, Framingham, MA
01701, U.S.A.
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(2)
Includes 6,723,115 ordinary shares held by IDG
Technology Venture Investments, LP. The general
partner of IDG Technology Venture Investments, LP
is IDG Technology Venture Investments, LLC. Messrs.
Patrick McGovern and Quan Zhou are managing members
of IDG Technology Venture Investments, LLC, both of
whom disclaim beneficial ownership of our shares
held by IDG Technology Venture Investments, LLC.
IDG Technology Venture Investment, Inc. is a
limited partner of IDG Technology Venture
Investments, LP, and does not control IDG
Technology Venture Investments, LP. IDG Technology
Venture Investments, LP disclaims beneficial
ownership of all of the ordinary shares owned by
IDG Technology Venture Investment, Inc. The
registered address of IDG Technology Venture
Investments, LP is Corporation Service Company,
1013 Centre Road, Wilmington, County of New Castle,
Delaware 19805-1297, U.S.A.
(3)
Includes 7,595,569 ordinary shares held by Vertex
Technology Fund (III) Ltd as of December 31, 2009
in the form of 1,519,113 ADS and 4 ordinary shares.
Vertex Management (II) Pte Ltd is the fund manager
of Vertex Technology Fund (III) Ltd, and may be
deemed to have power to vote and dispose of the
shares held of record by Vertex Technology Fund
(III) Ltd. Vertex Venture Holdings Ltd, as the sole
shareholder of Vertex Technology Fund (III) Ltd,
and as the sole shareholder of Vickers Capital
Limited, which is the sole shareholder of Vertex
Management (II) Pte Ltd, may also be deemed to have
the power to vote and dispose of these shares. The
address of Vertex Technology Fund (III) Ltd is 250
North Bridge Road, #05-01 Raffles City Tower,
Singapore 179101.
(4)
Includes (i) 4,028,156 ordinary shares held by Cast
Technology, Inc.; and (ii) 3,127,965 ordinary
shares held by Fanasia Capital Limited. Both Cast
Technology, Inc. and Fanasia Capital Limited are
held 45% and 55% by Jianping Lu and Ling Zhang,
respectively.
(5)
Includes (i) 4,923,302 ordinary shares held by Cast
Technology, Inc.; and (ii) 3,823,068 ordinary
shares held by Fanasia Capital Limited. Both Cast
Technology, Inc. and Fanasia Capital Limited are
held 45% and 55% by Jianping Lu and Ling Zhang,
respectively.
(6)
Includes 10,558,493 ordinary shares held by C&F
International Holdings Limited, a company
incorporated in British Virgin Islands. C&F
International Holdings Limited holds the ordinary
shares on behalf of and exclusively for the benefit
of the group of employees eligible for the 2007
Equity Incentive Plan. C&F International Holdings
Limited is 100% owned by C&F Global Limited, a
British Virgin Islands Company, which is in turn
owned by the selected employees.
(7)
Includes 10,993,840 ordinary shares held by
Fidelity Management & Research Company(Fidelity),
a wholly-owned subsidiary of FMR LLC and an
investment adviser. Edward C. Johnson 3d, Chairman
of FMR LLC, and FMR LLC, through its control of
Fidelity, and the funds each has sole power to
dispose of the 10,993,840 shares owned by the
funds. Members of the family of Edward C. Johnson
3d are the predominant owners, directly or through
trusts, of Series B voting common shares of FMR
LLC, representing 49% of the voting power of FMR
LLC. Neither FMR LLC nor Edward C. Johnson 3d has
the sole power to vote or direct the voting of the
shares owned directly by the Fidelity funds. The
registered address of FMR LLC is 82 Devonshire
Street, Boston, MA 02109, U.S.A.
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a strategic consulting service agreement between CFO Software and CFO Glory;
a technical support agreement between CFO Software and CFO Glory;
an operation agreement between CFO Software and CFO Glory;
Loan agreements with Wu Chen, Zhiwei Zhao and Jun Wang. On September 1, 2007, we entered
into a loan agreement with Wu Chen and Zhiwei Zhao, the shareholders of CFO Glory, to extend
to each of Wu Chen and Zhiwei Zhao a loan in the amount of $77,000 and $63,000, respectively,
for the sole purpose of financing their investments in CFO Glory as CFO Glorys registered
capital. On September 10, 2007, we entered into a loan agreement with Jun Wang to extend to
Jun Wang a loan in the amount of $77,000 for the sole purpose of financing Jun Wang to acquire
Wu Chens entire holdings in CFO Glory;
a purchase option agreement among CFO Software, CFO Glory, Zhiwei Zhao and Jun Wang;
voting arrangements with each of Jun Wang and Zhiwei Zhao regarding their voting rights in
CFO Glory; and
a share pledge agreement among CFO Software, Zhiwei Zhao and Jun Wang.
a strategic consulting service agreement between CFO Software and CFO Shangtong;
a technical support agreement between CFO Software and CFO Shangtong;
an operation agreement between CFO Software and CFO Shangtong;
a loan agreement with Shaoming Shi and Lin Yang. We entered into a loan agreement with Lin
Yang and Shaoming Shi to extend to each of them a loan in the amount of $80,615 and $65,958,
respectively, for the sole purpose of financing their investments in CFO Shangtong as CFO
Shangtongs registered capital;
a purchase option agreement among CFO Software, CFO Shangtong, Lin Yang and Shaoming Shi;
voting arrangements with each of Shaoming Shi and Lin Yang regarding their voting rights in
CFO Shangtong; and
a share pledge agreement among CFO Software, Lin Yang and Shaoming Shi.
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a strategic consulting service agreement between CFO Software and CFO Chongzhi;
a technical support agreement between CFO Software and CFO Chongzhi;
an operation agreement between CFO Software and CFO Chongzhi;
a loan agreement with Xun Zhao and Zhenfei Fan. We entered into a loan agreement with Xun
Zhao and Zhenfei Fan to extend to them a loan in the amount of $65,958 and $80,615,
respectively, for the sole purpose of financing their acquisition of equity interests in CFO
Chongzhi;
a purchase option agreement among CFO Software, CFO Chongzhi, Xun Zhao and Zhenfei Fan;
voting arrangements with each of Xun Zhao and Zhenfei Fan regarding their voting rights in
CFO Shangtong; and
a share pledge agreement among CFO Software, Xun Zhao and Zhenfei Fan.
a strategic consulting service agreement between CFO Software and CFO Huifu;
a technical support agreement between CFO Software and CFO Huifu;
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an operation agreement between CFO Software and CFO Huifu;
a loan agreement with Shaoming Shi and Lin Yang. We entered into a loan agreement with
Shaoming Shi and Lin Yang to extend to each of them a loan in the amount of $5,757 and $8,636,
respectively, for the sole purpose of financing their acquisition of equity interests in CFO
Huifu;
a purchase option agreement among CFO Software, CFO Huifu, Shaoming Shi and Lin Yang;
voting arrangements with each of Shaoming Shi and Lin Yang regarding their voting rights in
CFO Huifu; and
a share pledge agreement among CFO Software, Shaoming Shi and Lin Yang.
a strategic consulting service agreement between CFO Software and CFO Zhongcheng;
a technical support agreement between CFO Software and CFO Zhongcheng;
an operation agreement between CFO Software and CFO Zhongcheng;
a loan agreement with Shaoming Shi and Lin Yang. We entered into a loan agreement with
Shaoming Shi and Lin Yang to extend to each of them a loan in the amount of $3,598 and
$68,368, respectively, for the sole purpose of financing their acquisition of equity interests
in
CFO Zhongcheng;
a purchase option agreement among CFO Software, CFO Zhongcheng, Shaoming Shi and Lin Yang;
voting arrangements with each of Shaoming Shi and Lin Yang regarding their voting rights in
CFO Zhongcheng; and
a share pledge agreement among CFO Software, Shaoming Shi and Lin Yang.
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a strategic consulting and service agreement between CFO Software and CFO Chuangying;
a technical support agreement between CFO Software and CFO Chuangying;
an operation agreement between CFO Software and CFO Chuangying;
a loan agreement with Yang Yang and Zhenfei Fan. We entered into a loan agreement with
Yang Yang and Zhenfei Fan to extend to each of them a loan in the amount of $322,100 and
$263,500, respectively, for the sole purpose of financing their acquisition of equity
interests in CFO Chuangying;
a purchase option agreement among CFO Software, CFO Chuangying, Yang Yang and Zhenfei Fan;
and
voting arrangements with each of Yang Yang and Zhenfei Fan regarding their voting rights in
CFO Chuangying.
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a strategic consulting service agreement between CFO Success and CFO Shenzhen Shangtong;
a technical support agreement between CFO Success and CFO Shenzhen Shangtong;
an operation agreement between CFO Success and CFO Shenzhen Shangtong;
a loan agreement with Lin Yang and Shaoming Shi. We entered into a loan agreement with Lin
Yang and Shaoming Shi to extend to each of them a loan in the amount of $80,500 and $65,900,
respectively, for the sole purpose of financing their acquisition of equity interests in CFO
Shenzhen Shangtong;
a purchase option agreement among CFO Success, CFO Shenzhen Shangtong, Lin Yang and
Shaoming Shi;
voting arrangements with each of Lin Yang and Shaoming Shi regarding their voting rights in
CFO Shenzhen Shangtong; and
a share pledge agreement among CFO Success, Lin Yang and Shaoming Shi.
a strategic consulting service agreement between CFO Chuangying and CFO Qicheng;
a technical support agreement between CFO Chuangying and CFO Qicheng;
an operation agreement between CFO Chuangying and CFO Qicheng;
a loan agreement with Lin Yang and Yang Yang. We entered into a loan agreement with Yang Yang and Lin Yang to extend to each of them a loan in the amount of $80,500 and $65,900,
respectively, for the sole purpose of financing their acquisition of equity interests in CFO
Qicheng;
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a purchase option agreement among CFO Chuangying, CFO Qicheng, Lin Yang and Yang Yang;
voting arrangements with each of Lin Yang and Yang Yang regarding their voting rights in
CFO Qicheng; and
a share pledge agreement among CFO Chuangying, Lin Yang and Yang Yang.
a strategic consulting service agreement between CFO Chuangying and CFO Yingchuang;
a technical support agreement between CFO Chuangying and CFO Yingchuang;
an operation agreement between CFO Chuangying and CFO Yingchuang;
a loan agreement with Yang Yang and Lin Yang. We entered into a loan agreement with Yang
Yang and Lin Yang to extend to each of them a loan in the amount of $80,500 and $65,900,
respectively, for the sole purpose of financing their acquisition of equity interests in CFO
Yingchuang;
a purchase option agreement among CFO Chuangying, CFO Yingchuang, Lin Yang and Yang
Yang;
voting arrangements with each of Lin Yang and Yang Yang regarding their voting rights in
CFO Yingchuang; and
a share pledge agreement among CFO Chuangying, Lin Yang and Yang Yang.
a strategic consulting service agreement between CFO Chongzhi and CFO Decheng;
a technical support agreement between CFO Chongzhi and CFO Decheng;
an operation agreement between CFO Chongzhi and CFO Decheng;
a loan agreement with Ran Yuan and Zhihong Wang. We entered into a loan agreement with Ran
Yuan and Zhihong Wang to extend to each of them a loan in the amount of $8,050 and $6,590,
respectively, for the sole purpose of financing their acquisition of equity interests in CFO
Decheng;
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a purchase option agreement among CFO Chongzhi,CFO Decheng, Ran Yuan and Zhihong Wang;
voting arrangements with each of Ran Yuan and Zhihong Wang regarding their voting rights in
CFO Decheng; and
a share pledge agreement among CFO Chongzhi, Ran Yuan and Zhihong Wang.
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the fifth anniversary of the consummation of our initial public offering, or October
24, 2009;
upon such holder holding less than 1% of our outstanding ordinary shares after our
initial public offering; and
upon such holder becoming eligible to sell all of such holders registrable securities
pursuant to Rule 144 under the Securities Act within any three-month period without volume
limitations, under Rule 144(k), or under any comparable securities law of a jurisdiction
other than the United States for sale of registrable securities in such jurisdiction.
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Sales Price
High
Low
11.14
5.22
9.68
3.95
47.68
4.53
26.15
4.72
13.54
6.97
22.43
10.02
26.15
13.90
18.75
10.40
11.62
4.72
11.44
6.97
13.54
9.17
13.28
8.64
9.25
7.28
9.01
6.86
9.23
8.10
8.24
7.28
9.01
7.42
7.47
6.86
8.31
7.15
8.03
7.45
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dealers in securities or currencies;
traders in securities that elect to use a mark-to-market method of accounting for
securities holdings;
banks or other financial institutions;
insurance companies;
tax-exempt organizations;
partnerships and other entities treated as partnerships for U.S. federal income tax
purposes or persons holding ADSs through any such entities;
persons that hold ADSs as part of a hedge, straddle, constructive sale, conversion
transaction or other integrated investment;
U.S. Holders (as defined below) whose functional currency for tax purposes is not the
U.S. dollar;
persons liable for alternative minimum tax; or
persons who actually or constructively own 10% or more of the total combined voting
power of all classes of our shares (including ADSs) entitled to vote.
a citizen or resident of the United States for U.S. federal income tax purposes;
a corporation, or other entity taxable as a corporation, that was created or
organized in or under the laws of the United States or any political
subdivision thereof;
an estate the income of which is subject to U.S. federal income tax regardless
of its source; or
a trust if (a) a court within the United States is able to exercise primary
supervision over its administration and one or more U.S. persons have the
authority to control all substantial decisions of the trust, or (b) the trust
has a valid election in effect to be treated as a U.S. person.
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that gain is effectively connected with the conduct of a U.S. trade or
business and, if an applicable income tax treaty so requires as a
condition for you to be subject to U.S. federal income tax with
respect to income from your ADSs, such gain is attributable to a
permanent establishment that you maintain in the United States; or
you are a nonresident alien individual and are present in the United
States for at least 183 days in the taxable year of the sale or other
disposition and either (1) your gain is attributable to an office or
other fixed place of business that you maintain in the United States
or (2) you have a tax home in the United States.
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Category
Depositary actions
Associated fee
the underlying shares
Each person to whom ADSs are
issued against deposits of
shares, including deposits
and issuances in respect of:
US$5.00 for each 100
ADSs (or portion
thereof) evidenced by
the ADRs issued
Share distributions,
stock dividend, stock split,
merger
Exchange of securities
or any other transaction or
event affecting the ADSs or
the deposited securities
Distribution of cash dividends
US$0.02 or less per ADS
Distribution or sale of
securities, the fee being in an
amount equal to the fee for the
execution and delivery of ADSs
which would have been charged
as a result of the deposit of
such securities
Up to US$5.00 for
each 100 ADSs (or
portion thereof)
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Category
Depositary actions
Associated fee
Acceptance of ADRs surrendered
for withdrawal of deposited
securities
US$5.00 for each
100 ADSs (or
portion thereof)
evidenced by the
ADRs surrendered
Transfers of depositary receipts
US$1.50 per ADS
Services performed by the
depositary in administering the
ADRs
US$0.02 per ADS (or
portion thereof)
not more than once
each calendar year
and payable at the
sole discretion of
the depositary by
billing ADR Holders
or by deducting
such charge from
one or more cash
dividends or other
cash distributions
Expenses incurred on behalf of
ADR Holders in connection with:
Compliance with foreign
exchange control regulations or
any law or regulation relating
to foreign investment
The depositarys or its
custodians compliance with
applicable law, rule or
regulation
Expenses payable at
the sole discretion
of the depositary
by billing ADR
Holders or by
deducting such
charges from one or
more cash dividends
or other cash
distributions
Stock transfer or other
taxes and other governmental
charges
Cable, telex and
facsimile transmission and
delivery charges
fees for the transfer or
registration of deposited
securities in connection with
the deposit or withdrawal of
deposited securities
Expenses of the
depositary in connection with
the conversion of foreign
currency into U.S. dollars
(which are paid out of such
foreign currency)
Any other charge payable
by depositary or its agents in
connection with the servicing
of the shares or the deposited
securities
Table of Contents
Table of Contents
We have audited the internal control over financial reporting of China Finance Online Co. Limited
and its subsidiaries and its variable interest entities(collectively, the Group) as of December
31, 2009, based on the criteria established in Internal Control Integrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway Commission. The Groups management is
responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting, included in the
accompanying Managements Annual Report on Internal Control over Financial Reporting. Our
responsibility is to express an opinion on the Groups internal control over financial reporting
based on our audit.
Table of Contents
Beijing, the Peoples Republic of China
May 28, 2010
Table of Contents
For the Year Ended December 31,
2009
2008
2007
US$
735,000
US$
735,000
US$
635,000
119,737
22,278
(1)
Audit Fees means the aggregate fees in each of the fiscal years listed for
professional services rendered by Deloitte Touche Tohmatsu CPA Ltd. for the audit of our annual
financial statements, review of interim financial statements and attestation services that are
provided in connection with statutory and regulatory filings or engagements.
(2)
Tax Fees means the aggregate fees billed in each of the fiscal years listed for
professional tax services rendered by Deloitte Touche Tohmatsu CPA Ltd.
Exhibit
Number
Description
1.1
2.1
2.2
Table of Contents
Exhibit
Number
Description
2.3
4.1
4.2
4.3
*
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11
4.12
Table of Contents
Exhibit
Number
Description
4.13
4.14
4.15
4.16
4.17
4.18
4.19
4.20
4.21
4.22
4.23
Table of Contents
Exhibit
Number
Description
4.24
4.25
4.26
4.27
4.28
4.29
4.30
4.31
4.32
4.33
4.34
4.35
*
4.36
*
Table of Contents
Exhibit
Number
Description
4.37
*
4.38
4.39
4.40
*
4.41
*
4.42
*
4.43
*
4.44
*
4.45
*
4.46
*
4.47
*
4.48
*
4.49
*
4.50
*
4.51
*
4.52
*
4.53
*
4.54
*
4.55
*
4.56
*
4.57
*
Table of Contents
Exhibit
Number
Description
4.58
*
4.59
*
4.60
*
4.61
*
4.62
*
4.63
*
4.64
*
4.65
*
4.66
*
4.67
*
4.68
*
4.69
*
4.70
4.71
*
4.72
*
4.73
*
Table of Contents
Exhibit
Number
Description
4.74
*
4.75
*
4.76
4.77
4.78
4.79
4.80
4.81
*
4.82
*
4.83
*
4.84
*
4.85
*
4.86
*
4.87
*
4.88
*
4.89
*
4.90
*
Table of Contents
Exhibit
Number
Description
4.91
4.92
4.93
4.94
4.95
4.96
4.97
4.98
4.99
4.100
4.101
Table of Contents
Exhibit
Number
Description
4.102
4.103
4.104
4.105
4.106
4.107
4.108
4.109
4.110
*
4.111
*
4.112
*
4.113
4.114
Table of Contents
Exhibit
Number
Description
4.115
4.116
4.117
4.118
4.119
*
4.120
*
4.121
*
4.122
4.123
4.124
4.125
4.126
4.127
*
Table of Contents
Exhibit
Number
Description
4.128
*
4.129
*
4.130
4.131
4.132
4.133
4.134
4.135
4.136
4.137
4.138
4.139
4.140
Table of Contents
Exhibit
Number
Description
4.141
4.142
*
4.143
*
4.144
*
4.145
4.146
4.147
4.148
4.149
4.150
4.151
*
4.152
Table of Contents
Exhibit
Number
Description
8.1
*
12.1
*
12.2
*
13.1
*
13.2
*
15.1
*
15.2
*
Table of Contents
Date: May 28, 2010
CHINA FINANCE ONLINE CO. LIMITED
/s/ Jeff Wang
Name:
Jeff Wang
Title:
Chief Financial Officer
Table of Contents
and Consolidated Financial Statements
For the years ended December 31, 2007, 2008 and 2009
Table of Contents
CONTENTS
PAGE
F - 2
F - 3
F - 4
F - 5
F - 6
F - 7
F - 50
Table of Contents
SHAREHOLDERS OF CHINA FINANCE ONLINE CO. LIMITED
Beijing, the Peoples Republic of China
May 28, 2010
Table of Contents
December 31,
2008
2009
(As adjusted)
$
97,544,219
$
107,391,084
8,581,415
4,281,137
2,010,339
13,310,238
2,875,548
5,369,152
67,588
160,837
2,525,523
3,236,810
113,697,881
133,656,009
8,588,691
10,268,480
3,473,116
4,779,101
1,479,571
1,479,571
592,048
725,261
12,018,512
12,602,699
219,358
219,473
1,754,134
1,878,843
$
141,823,311
$
165,609,437
$
28,202,139
$
30,620,060
4,895,859
8,244,867
2,010,339
13,310,238
221,574
101,646
142,103
123,880
35,472,014
52,400,691
8,786,143
14,547,248
622,799
994,573
44,880,956
67,942,512
14,206
14,237
67,340,543
74,130,609
6,448,078
6,342,765
23,139,528
16,919,785
96,942,355
97,407,396
259,529
96,942,355
97,666,925
$
141,823,311
$
165,609,437
Table of Contents
Years ended December 31,
2007
2008
2009
(As adjusted)
(As adjusted)
$
25,903,074
$
56,242,768
$
53,605,877
4,426,602
9,367,143
8,146,724
21,476,472
46,875,625
45,459,153
7,783,668
15,371,171
16,982,032
2,268,878
5,635,173
10,754,380
6,924,336
13,520,295
26,095,233
16,976,882
34,526,639
53,831,645
135,834
436,946
567,373
4,635,424
12,785,932
(7,805,119
)
1,104,701
1,609,112
1,352,307
424,338
1,489,076
1,874
40,574
8,731
(168,536
)
(257,674
)
(11,127,000
)
(4,953,806
)
15,715,584
(6,668,038
)
808,625
3,047,129
446,164
226,769
$
(4,145,181
)
$
18,989,482
$
(6,221,874
)
15,477
30,633
2,131
$
(4,129,704
)
$
19,020,115
$
(6,219,743
)
$
(0.04
)
$
0.19
$
(0.06
)
$
(0.04
)
$
0.17
$
(0.06
)
94,500,529
98,957,993
105,203,564
94,500,529
112,984,532
105,203,564
Table of Contents
Accumulated other
Total China Finance
Non
Total
Ordinary shares
Additional
comprehensive
Retained
Online Co. Limited
controlling
Total
comprehensive
Shares
Amount
paid-in capital
income (loss)
earnings
shareholders equity
interests
equity
income (loss)
104,384,933
13,474
52,555,919
1,634,269
8,249,117
62,452,779
62,452,779
2,366,697
2,366,697
2,366,697
5,369,500
698
858,422
859,120
859,120
2,946,340
2,946,340
2,946,340
486,908
486,908
2,867,163
2,867,163
2,867,163
$
2,867,163
(4,129,704
)
(4,129,704
)
(15,477
)
(4,145,181
)
(4,145,181
)
109,754,433
14,172
58,727,378
4,501,432
4,119,413
67,362,395
471,431
67,833,826
(1,278,018
)
531,449
531,449
531,449
260,000
34
41,566
41,600
41,600
8,040,150
8,040,150
8,040,150
(440,798
)
(440,798
)
1,946,646
1,946,646
1,946,646
$
1,946,646
19,020,115
19,020,115
(30,633
)
18,989,482
18,989,482
110,014,433
14,206
67,340,543
6,448,078
23,139,528
96,942,355
96,942,355
20,936,128
185,730
24
181,357
181,381
181,381
50,000
7
7,993
8,000
8,000
6,600,716
6,600,716
6,600,716
261,660
261,660
(105,313
)
(105,313
)
(105,313
)
$
(105,313
)
(6,219,743
)
(6,219,743
)
(2,131
)
(6,221,874
)
(6,221,874
)
110,250,163
14,237
74,130,609
6,342,765
16,919,785
97,407,396
259,529
97,666,925
(6,327,187
)
Table of Contents
Years ended December 31,
2007
2008
2009
(As adjusted)
(As adjusted)
$
(4,145,181
)
$
18,989,482
$
(6,221,874
)
2,946,340
8,040,150
6,600,716
973,953
2,139,145
2,987,094
(40,553
)
(737,712
)
(3,200,390
)
(917,284
)
84,796
37,659
182,235
11,127,000
(226,769
)
37,377
(1,292,386
)
(2,497,002
)
(1,786,912
)
(5,567,706
)
4,648,114
(1,672,575
)
1,597,941
160,634
(465,101
)
854,063
(11,305,861
)
(403,912
)
(74,487
)
(133,601
)
17,509,161
9,943,656
8,206,417
(30,297
)
(182,528
)
(113,289
)
4,566,829
(2,482,122
)
3,387,725
465,101
(854,063
)
11,305,861
(43,267
)
126,961
(18,097
)
28,425,600
27,848,606
16,231,235
(3,836,412
)
(5,006,365
)
(4,514,342
)
(993,845
)
(2,403,620
)
(1,932,472
)
(267,782
)
240,775
1,468
(4,830,257
)
(7,409,985
)
(6,472,353
)
2,366,697
531,449
181,381
859,120
41,600
8,000
3,225,817
573,049
189,381
2,952,320
1,803,516
(101,398
)
29,773,480
22,815,186
9,846,865
44,955,553
74,729,033
97,544,219
74,729,033
97,544,219
107,391,084
$
38,761
$
169,270
$
515,782
Table of Contents
1.
ORGANIZATION AND PRINCIPAL ACTIVITIES
Place of
Date of
legal
incorporation or
incorporation or
ownership
Principal
Company name
establishment
acquisition
interest
activity
Beijing, PRC
Jul. 9, 1998
100
%
Subscription service
Beijing, PRC
Dec. 7, 2004
100
%
Subscription service
Beijing, PRC
Oct. 16, 2007
100
%
Subscription service
Beijing, PRC
Oct. 16, 2007
100
%
Subscription service
Shenzhen, PRC
Sep. 21, 2006
100
%
Database subscription
Shenzhen, PRC
Mar. 9, 2007
100
%
Subscription service
Shenzhen, PRC
Nov. 11, 2008
100
%
Subscription service
Shanghai, PRC
Oct. 1, 2006
100
%
Subscription service
Shanghai, PRC
Jan. 31, 2007
100
%
Subscription service
Shanghai, PRC
Jun. 26, 2008
100
%
N/A
Shanghai, PRC
Jun. 24, 2008
100
%
N/A
BVI
Jul. 16, 2007
100
%
Investment Holdings
BVI
Jul. 16, 2007
100
%
N/A
BVI
Jul. 23, 2007
100
%
N/A
BVI
Jan. 2, 2008
100
%
N/A
BVI
Jan. 3, 2008
100
%
N/A
Hong Kong, PRC
Oct. 22, 2007
100
%
N/A
Hong Kong, PRC
Oct. 22, 2007
100
%
N/A
Hong Kong, PRC
Nov. 30, 2007
100
%
N/A
Hong Kong, PRC
Feb. 11, 2008
100
%
N/A
Hong Kong, PRC
Feb. 11, 2008
100
%
N/A
Hong Kong, PRC
Nov. 23, 2007
100
%
Brokerage service
Hong Kong, PRC
Apr. 16, 2008
100
%
Brokerage service
Hong Kong, PRC
Oct. 8, 2008
100
%
Consulting
HongKong, PRC
Jun. 30, 2009
100
%
N/A
Beijing, PRC
Dec. 31, 2000
Nil
Advertising service
Shanghai, PRC
Jun. 6, 2008
Nil
Subscription service
Shanghai, PRC
Jun. 6, 2008
Nil
Subscription service
Shanghai, PRC
Dec. 24, 2009
Nil
N/A
Beijing, PRC
Aug. 31, 2007
Nil
N/A
Beijing, PRC
Sep. 11, 2007
Nil
N/A
Beijing, PRC
Oct. 31, 2008
Nil
N/A
Beijing, PRC
Oct. 31, 2008
Nil
N/A
Beijing,PRC
Dec. 18, 2009
Nil
N/A
Beijing, PRC
Dec. 18, 2009
Nil
N/A
Beijing, PRC
Jan. 9, 2009
Nil
Consulting
Shenzhen, PRC
Oct. 17, 2008
Nil
Consulting and training
Shenzhen, PRC
Sep. 23, 2009
Nil
N/A
Shanghai, PRC
Oct. 1, 2006
Nil
Subscription and SMS
Shenzhen, PRC
Oct. 17, 2008
Nil
Training
Shanghai, PRC
Nov. 5, 2009
Nil
Consulting
Table of Contents
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars)
1.
ORGANIZATION AND PRINCIPAL ACTIVITIES continued
the shareholders of the VIEs have granted the Group or individuals designated by the
Group an irrevocable proxy to exercise all their voting rights as shareholders of the
VIEs, including the right to appoint directors, the general manager and other senior
management of the VIEs;
the VIEs will not enter into any transaction that may materially affect its assets,
liabilities, equity or operations without the Groups prior written consent;
the VIEs will not distribute any dividends;
the Group may purchase the entire equity interest in, or all the assets of the VIEs
at a price equal to the total principal amount of the loan lent by the Group to the
owners of the VIEs when and if such purchase is permitted by PRC law or the current
shareholders of the VIEs cease to be directors or employees of the VIEs;
the shareholders of the VIEs will not transfer, sell, pledge, dispose of or create
any encumbrance on their equity interest in the VIEs without the prior written consent
of the Group.
strategic consulting services agreement, pursuant to which the amount of the fee to
be charged is 30% of each VIEs income before tax;
technical support services agreement, pursuant to which the amount of the fee to be
charged is 30% of each VIEs income before tax;
operating support services agreement, pursuant to which the amount of the fee to be
charged is 40% of each VIEs income before tax;
Table of Contents
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars)
1.
ORGANIZATION AND PRINCIPAL ACTIVITIES continued
VIE Name
Contractual Arrangement Date
Counterpart
May 27, 2004
CFO Beijing
August 21,2007
CFO Software
September 10, 2007
CFO Software
June 8, 2008
CFO Software
June 8, 2008
CFO Software
October 15, 2008
CFO Software
October 15, 2008
CFO Software
October 17, 2008
CFO Software
January 21, 2009
CFO Software
August 3, 2009
CFO Success
November 20, 2009
CFO Chuangying
November 25, 2009
CFO Chuangying
November 30,2009
CFO Chongzhi
Year ended December 31,
2008
2009
$
75,142,761
$
90,506,462
71,209,109
83,135,588
Year ended December 31,
2007
2008
2009
1,022,735
3,712,343
11,167,473
(1,021,290
)
227,474
2,572,248
Table of Contents
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Table of Contents
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES continued
5 years
5 years
5 years
5 years
Shorter of the lease term or 5 years
Table of Contents
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES continued
Table of Contents
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES continued
Table of Contents
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES continued
Table of Contents
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES continued
Table of Contents
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES continued
Table of Contents
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES continued
Table of Contents
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES continued
Table of Contents
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES continued
Table of Contents
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES continued
Table of Contents
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES continued
Table of Contents
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES continued
Table of Contents
3.
ACQUISITIONS
Useful life
$
549,758
15 years
549,758
(137,440
)
412,318
172,794
585,112
Table of Contents
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars)
3.
ACQUISITIONS continued
Useful life
$
8,282
222,317
350,191
15 years
900,596
15 years
1,481,386
(312,697
)
(261,660
)
907,029
421,011
1,328,040
Table of Contents
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars)
3.
ACQUISITIONS continued
Useful life
$
1,521,109
1,183,926
15 years
440,496
15 years
3,145,531
(406,106
)
2,739,425
1,086,871
3,826,296
Table of Contents
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars)
3.
ACQUISITIONS continued
Useful life
$
2,631,008
998,320
2,391,925
55,761
26,100
54,642
Indefinite
6,157,756
(350,261
)
(2,391,925
)
(57,137
)
(49,225
)
(9,562
)
(488,186
)
2,811,460
813,393
3,624,853
Table of Contents
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars)
3.
ACQUISITIONS continued
For the years ended December 31,
2007
2008
2009
(unaudited)
(unaudited)
(unaudited)
$
26,930,986
$
56,371,385
$
53,605,878
$
235,997
$
18,858,118
$
(6,318,295
)
$
0.00
$
0.19
$
(0.06
)
$
0.00
$
0.17
$
(0.06
)
Table of Contents
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars)
4.
PREPAID EXPENSES AND OTHER CURRENT ASSETS
December 31,
2008
2009
$
3,833,486
$
526,492
175,889
261,460
950,752
212,294
817,432
805,212
791,784
817,532
228,564
175,434
477,596
22,131
305,328
224,656
409,194
775,928
1,051,388
$
8,581,415
$
4,281,137
Notes:
(1)
The advertising deposit represents amounts of deposit paid to advertising
agent, which is expected to be refunded within a year.
(2)
According to various license agreements with SSE Infonet Ltd., the Company was
entitled to receive certain rebate as incentive, which was calculated based on the
volume of raw data used by the Company in the provision of subscription services.
(3)
On December 12, 2008, SSE Infonet Ltd., terminated one of the license
agreements and would no longer provide certain raw data to third party vendors,
including the Company, effective January 1, 2009. As a result, the Company would not
be able to continue to provide the subscription services based on such raw data, which
were subscribed by the customers before the termination of this license agreement.
Therefore, the prepaid royalty fee according to this agreement was refunded by SSE
Infonet Ltd. in year 2009.
Table of Contents
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars)
5.
TRADING SECURITIES
6.
COST METHOD INVESTMENT
Table of Contents
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars)
7.
PROPERTY AND EQUIPMENT, NET
December 31,
2008
2009
$
5,954,777
$
7,759,146
1,574,533
1,874,318
1,955,792
2,384,253
432,940
645,517
1,807,211
2,667,512
11,725,253
15,330,746
(3,136,562
)
(5,062,266
)
$
8,588,691
$
10,268,480
8.
ACQUIRED INTANGIBLE ASSETS, NET
December 31,
Useful
2008
2009
life
844,265
843,561
Indefinite
64,517
64,475
Indefinite
64,517
64,475
Indefinite
851,594
850,883
5 years
687,431
686,857
4-5 years
27,116
27,094
3 years
12,166
12,155
3 years
1,626,969
3,426,717
15 years
73,287
73,226
10 years
4,251,862
6,049,443
(778,746
)
(1,270,342
)
$
3,473,116
$
4,779,101
Table of Contents
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars)
8.
ACQUIRED INTANGIBLE ASSETS, NET continued
9.
GOODWILL
Southern
Eastern
Northern
China
China
China
Hong Kong
Total
1,161,337
7,679,127
811,255
9,651,719
1,086,871
202,359
456,501
1,745,731
82,066
531,377
400
7,219
621,062
2,330,274
8,210,504
202,759
1,274,975
12,018,512
421,011
172,794
593,805
(1,945
)
(6,886
)
35
(822
)
(9,618
)
2,328,329
8,624,629
375,588
1,274,153
12,602,699
Table of Contents
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars)
9.
GOODWILL continued
Table of Contents
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars)
10.
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
December 31,
2008
2009
$
1,079,265
$
4,355,130
295,152
436,834
171,158
144,979
908,699
444,278
313,201
487,461
173,841
308,566
93,600
131,603
1,231
519,763
143,834
288,123
906,182
146,574
146,451
117,259
89,335
545,863
892,344
$
4,895,859
$
8,244,867
Notes:
(1)
Sales return to customers represents the amounts of sales return resulting from
termination of license agreement with SSE Infonet Ltd. for certain information
provision. (see Note 4(3)).
11.
STOCK OPTIONS AND NONVESTED SHARES
Table of Contents
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars)
11.
STOCK OPTIONS AND NONVESTED SHARES continued
Years ended December 31,
2008
2009
2.14
%
2.03
%
5.98 years
5.98 years
61.87
%
57.92
%
Table of Contents
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars)
11.
STOCK OPTIONS AND NONVESTED SHARES continued
(1)
Expected volatility
(2)
Risk-free interest rate
(3)
Expected option life
(4)
Dividend yield
Table of Contents
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars)
11.
STOCK OPTIONS AND NONVESTED SHARES continued
2007
2008
2009
Weighted
Weighted
Weighted
Number
average
Number
average
Number
average
of options
exercise price
of options
exercise price
of options
exercise price
14,843,688
$
0.56
10,557,568
$
0.84
11,439,978
$
0.91
3,848,000
$
1.07
2,820,840
$
1.79
10,000
$
1.65
(7,746,280
)
$
0.42
(829,670
)
$
0.69
(236,480
)
$
0.80
(387,840
)
$
0.87
(138,760
)
$
1.00
(69,360
)
$
1.22
(970,000
)
$
2.81
(309,840
)
$
2.03
10,557,568
$
0.84
11,439,978
$
0.91
10,834,298
$
0.87
5,939,888
$
0.68
7,903,538
$
0.80
9,439,258
$
0.82
Table of Contents
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars)
11.
STOCK OPTIONS AND NONVESTED SHARES continued
Options outstanding
Option exercisable
Aggregate
Aggregate
Weighted
Weighted
intrinsic
Weighted
intrinsic
average
average
value as of
average
value as of
Number
remaining
exercise
December 31,
Number
exercise
December 31,
outstanding
contractual life
price
2009
exercisable
price
2009
2,883,738
2,883,738
200,000
200,000
1,497,600
1,497,600
27,000
27,000
400,000
400,000
200,000
200,000
700,000
700,000
2,886,360
2,681,400
100,000
84,000
128,600
110,200
3,000
2,280
1,798,000
653,040
10,000
10,834,298
5.00 years
$
0.87
$
6,366,038
9,439,258
$
0.82
$
6,028,593
Table of Contents
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars)
11.
STOCK OPTIONS AND NONVESTED SHARES continued
Weighted-
average
Aggregate
grant date
intrinsic
Nonvested shares
Shares
fair value
value
10,558,493
1.84
10,558,493
1.84
46,246,199
(4,329,024
)
6,229,469
1.84
8,758,633
(2,886,016
)
3,343,453
1.84
4,881,441
Table of Contents
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars)
12.
INCOME TAXES
Table of Contents
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars)
12.
INCOME TAXES continued
The new HNTE status obtained by CFO Software, CFO Meining and CFO Genius in
2008 under the New EIT Law is valid for three years and qualifying entities can then
apply to renew for an additional three years provided their business operations
continue to qualify for the new HNTE status. The Group assumed its qualifying entities
will not continue to obtain the renewal in the future.
Accordingly, in calculating deferred tax assets and liabilities, the Group assumed
its qualifying entities will not continue to renew the new HNTE status at the
conclusion of the initial three year period.
Table of Contents
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars)
12.
INCOME TAXES continued
December 31,
2007
2008
2009
$
70,913
$
(153,261
)
$
(471,120
)
737,712
3,200,390
917,284
$
808,625
$
3,047,129
$
446,164
December 31,
2008
2009
$
1,873,600
$
2,852,510
50,706
200,775
601,217
183,525
$
2,525,523
3,236,810
$
1,167,931
$
1,829,496
1,367,919
2,321,949
(781,716
)
(2,272,602
)
$
1,754,134
$
1,878,843
(622,005
)
(994,573
)
(794
)
$
(622,799
)
$
(994,573
)
Table of Contents
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars)
12.
INCOME TAXES continued
Years ended December 31,
2007
2008
2009
%
%
%
(33.0
)
25.0
(25.0
)
(91.8
)
(73.0
)
(35.6
)
99.7
39.0
45.9
(16.7
)
(7.9
)
(14.4
)
18.5
7.0
(2.2
)
22.4
(16.3
)
(19.1
)
(6.7
)
Table of Contents
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars)
13.
SHAREHOLDERS EQUITY
Table of Contents
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars)
14.
NET INCOME (LOSS) PER SHARE
Years ended December 31,
2007
2008
2009
$
(4,129,704
)
$
19,020,115
$
(6,219,743
)
94,500,529
98,957,993
105,203,564
14,026,539
94,500,529
112,984,532
105,203,564
$
(0.04
)
$
0.19
$
(0.06
)
$
(0.04
)
$
0.17
$
(0.06
)
Note:
(1)
In July 2007, the Company granted nonvested shares covering 10,558,493 ordinary
shares of the Company to the employees who are eligible for the 2007 Plan. The vesting
of the nonvested shares is subject to achieving certain financial performance targets
stated in the 2007 Plan. Nonvested shares are not included in the computation of basic
earnings per share as such shares may be returned to the Company if the employee does
not render the requisite service.
(2)
As of December 31, 2008, 1,491,776 options and zero nonvested shares were
excluded in computation of diluted net income per share because their effects were
anti-dilutive. For year 2007 and 2009, all of the options and nonvested shares were
anti-dilutive because the Group were in the loss position.
Table of Contents
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars)
15.
MAINLAND CHINA CONTRIBUTION PLAN AND PROFIT APPROPRIATION
16.
NONCONTROLLING INTERESTS
17.
ADOPTION OF AUTHORITATIVE GUIDANCE REGARDING NONCONTROLLING INTERESTS
(a)
the noncontrolling interests (previously described as minority interest) has
now been included as a component of total equity whereas previously it was shown
outside of equity,
(b)
the net income or loss attributable to the noncontrolling interests is now
shown as an allocation of net income for the year rather than being deducted in
arriving at net income, and
(c)
consolidated comprehensive income or loss now includes the comprehensive income
or loss attributable to the noncontrolling interests.
Table of Contents
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars)
18.
COMMITMENTS
Year ending
3,452,012
1,572,457
464,852
$
5,489,321
19.
SEGMENT AND GEOGRAPHIC INFORMATION
Table of Contents
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars)
19.
SEGMENT AND GEOGRAPHIC INFORMATION continued
Subscription
services and
other related
Brokerage
services
services
Consolidated
$
51,377,247
$
2,228,630
$
53,605,877
7,498,892
647,832
8,146,724
15,302,683
1,679,349
16,982,032
10,754,380
10,754,380
25,762,671
332,562
26,095,233
51,819,734
2,011,911
53,831,645
567,373
567,373
(7,374,006
)
(431,113
)
(7,805,119
)
137,075,374
28,534,063
165,609,437
Subscription
services and
other related
Brokerage
services
services
Consolidated
$
55,286,219
$
956,549
$
56,242,768
(9,181,922
)
(185,221
)
(9,367,143
)
(14,055,716
)
(1,315,455
)
(15,371,171
)
(5,635,173
)
(5,635,173
)
(13,342,967
)
(177,328
)
(13,520,295
)
(33,033,856
)
(1,492,783
)
(34,526,639
)
436,946
436,946
13,507,387
(721,455
)
12,785,932
124,128,214
17,695,097
141,823,311
Table of Contents
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars)
19.
SEGMENT AND GEOGRAPHIC INFORMATION continued
Subscription
services and
other related
Brokerage
services
services
Consolidated
$
25,822,178
$
80,896
$
25,903,074
(4,403,605
)
(22,997
)
(4,426,602
)
(7,599,367
)
(184,301
)
(7,783,668
)
(2,268,878
)
(2,268,878
)
(6,911,624
)
(12,712
)
(6,924,336
)
(16,779,869
)
(197,013
)
(16,976,882
)
135,834
135,834
4,774,538
(139,114
)
4,635,424
95,774,776
8,109,972
103,884,748
Years ended December 31,
2007
2008
2009
$
22,712,043
$
49,551,711
$
46,175,235
1,560,194
2,946,389
3,985,699
1,339,321
1,047,218
1,025,927
80,896
956,549
2,228,630
210,620
1,740,901
190,386
$
25,903,074
$
56,242,768
$
53,605,877
Table of Contents
FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
(In U.S. dollars)
20.
RESTRICTED NET ASSETS
21.
SUBSEQUENT EVENT
Table of Contents
December 31,
2008
2009
$
4,435,407
$
3,620,238
18,388,250
19,016,051
48,877
20,352
25,858,199
25,836,613
48,730,733
48,493,254
47,021,860
47,893,966
1,479,571
1,479,571
50,534
50,534
$
97,282,698
$
97,917,325
327,021
367,357
13,322
142,572
$
340,343
$
509,929
14,206
14,237
67,340,543
74,130,609
6,448,078
6,342,765
23,139,528
16,919,785
96,942,355
97,407,396
$
97,282,698
$
97,917,325
Table of Contents
December 31,
2007
2008
2009
$
975,931
$
577,934
$
1,071,533
2,946,340
8,040,150
6,600,716
3,922,271
8,618,084
7,672,249
253,003
50,970
4,510
10,299,974
25,997,391
1,469,390
365,135
1,589,838
(21,394
)
1,455
(11,127,000
)
$
(4,129,704
)
$
19,020,115
$
(6,219,743
)
Table of Contents
Parent Company Statement of Shareholders Equity and Comprehensive Income
(In U.S. dollars, except share data)
Additional
Accumulated other
Total
Ordinary shares
paid-in
comprehensive
Retained
shareholders
Comprehensive
Shares
Amount
capital
income (loss)
earnings
equity
income
104,384,933
13,474
52,555,919
1,634,269
8,249,117
62,452,779
2,366,697
2,366,697
5,369,500
698
858,422
859,120
2,946,340
2,946,340
2,867,163
2,867,163
$
2,867,163
(4,129,704
)
(4,129,704
)
(4,129,704
)
109,754,433
14,172
58,727,378
4,501,432
4,119,413
67,362,395
(1,262,541
)
531,449
531,449
260,000
34
41,566
41,600
8,040,150
8,040,150
1,946,646
1,946,646
$
1,946,646
19,020,115
19,020,115
19,020,115
110,014,433
14,206
67,340,543
6,448,078
23,139,528
96,942,355
20,966,761
185,730
24
181,357
181,381
50,000
7
7,993
8,000
6,600,716
6,600,716
(105,313
)
(105,313
)
$
(105,313
)
(6,219,743
)
(6,219,743
)
(6,219,743
)
110,250,163
14,237
74,130,609
6,342,765
16,919,785
97,407,396
(6,325,056
)
Table of Contents
(In U.S. dollars, except share-related data)
December 31,
2007
2008
2009
$
(4,129,704
)
$
19,020,115
$
(6,219,743
)
2,946,340
8,040,150
6,600,716
11,127,000
(10,299,974
)
(25,997,391
)
(1,469,390
)
2,473,269
(39,954
)
84,695
28,525
(4,344,190
)
(15,071,573
)
(105,742
)
1,719,911
(1,541,036
)
31,836
3
(47,217
)
129,250
(547,299
)
(15,512,257
)
(1,004,548
)
4,000,000
(2,300,476
)
1,699,524
2,366,697
531,449
181,381
859,120
41,600
8,000
9,238,436
12,464,253
573,049
189,381
76
(2
)
(2
)
13,616,554
(14,939,210
)
(815,169
)
5,758,063
19,374,617
4,435,407
$
19,374,617
$
4,435,407
$
3,620,238
2
3
4
5
CHINA FINANCE ONLINE CO. LTD.
|
||||
By: | /s/ Ling Wang | |||
Name: | Ling Wang | |||
Director on the Compensation
Its: Committe |
||||
C&F INTERNATIONAL HOLDINGS LIMITED
|
||||
By: | /s/ Zhiwei Zhao | |||
Name: | Zhiwei Zhao | |||
Its: Fenghua International Limited
Sole Director |
||||
FENGHUA INTERNATIONAL LIMITED
|
||||
By: | /s/ Zhiwei Zhao | |||
Name: | Zhiwei Zhao | |||
Its: Sole Director |
ZHIWEI ZHAO
|
||||
Signature: | /s/ Zhiwei Zhao | |||
Printed Name: Zhiwei Zhao | ||||
6
1. |
Party A and Party B are current shareholders of Party E which have made registrations at the
Administration of Industry and Commerce authorities, and each holding 55% and 45% shares in
Party E respectively;
|
|
2. |
Party F is a limited liability company duly organized and validly existing under the laws of
the Peoples Republic of China, and provide technical support, strategic consultation and
other relevant services to Party E;
|
|
3. |
To finance the investment by Party A and Party B in Party E, Party F has entered into Loan
Agreements (Loan Agreement) with Party A and Party B respectively on August 21, 2007,
providing Party A and Party B with loans of RMB 550,000 and RMB 450,000, respectively.
Pursuant to the Loan Agreement, Party A and Party B has invested the full amount of the loans
in Party Es registered capital;
|
|
4. |
As the consideration for the loans provided by Party F to Party A and Party B, Party A and
Party B entered into a Purchase Option and Cooperation Agreement (Purchase Option Agreement)
with Party E and Party F on August 21, 2007, granting Party F the exclusive option to purchase
all or part of shares/assets in Party E holding by both parties or either party of Party A and
Party B at any time, in accordance with China laws;
|
|
5. |
For making securities of the payment obligations of Party E under numerous agreements
executed between Party A and Party B, Party A and Party B entered into a Share Pledge
Agreement (Pledge
Agreement) with Party F on August 21, 2007, pledging their respective shares in Party E to
Party F;
|
|
6. |
Party F is intended to exercise the purchase option to purchase entire shares in Party E
holding by Party A and Party B in accordance with the Purchase Option Agreement, and
designates Party C and Party D as the subject to exercise the aforesaid purchase option.
|
1. |
Exercise of the Purchase Option
|
1.1. |
Party F hereby authorizes Party C and Party D in accordance with the purchase option
granted to Party C and Party D under Article 2.1 of the Purchase Option Agreement, and
Party C and Party D agrees to accept the aforesaid authorization, on behalf of Party F, to
purchase entire shares in Party E holding by Party A and Party B in accordance with the
conditions stipulated in the Purchase Option Agreement.
|
||
1.2. |
In accordance with Article 3 under the Purchase Option Agreement, the purchase price
of entire shares in Party E holding by Party A and Party B, purchased by Party C and Party
D in accordance with Party Fs authorization, shall be the sum of the loan principal lent
by Party F to Party A and Party B, which is equivalent to RMB 1,000,000. (Purchase
Price).
|
2. |
Share Transfer
|
2.1. |
Party A and Party B shall enter into a Share Transfer Agreement (Share Transfer
Agreement) with Party C and Party D, in accordance with the content and form of Appendix
II hereto, within thirty (30) days after receiving exercise notice from Party F (Appendix
I), in accordance with Article 2.3 of the Purchase Option Agreement, and other documents
required to make change registrations at industrial and commerce authorities.
|
3. |
Loan Arrangements
|
3.1. |
The purchase price of entire shares in Party E holding by Party A and Party B,
purchased by Party C and Party D shall be contributed in full amount by Party F. However,
Party C and Party D shall enter into a loan agreement with Party F to the satisfaction of
Party F, in accordance with the content and form of Appendix III hereto.
|
||
3.2. |
Party C and Party D agree and irrevocably instruct Party F to pay the aforesaid loan
provided to Party C and Party D, which used to purchase Party A and Party Bs shares,
directly to Party A and Party B, in accordance with the conditions and terms stated in the
frame agreement.
|
||
3.3. |
Party A and Party B agree to contribute their entire income obtained from selling the
shares in Party E in accordance with the agreement, to perform its repayment obligations
to Party F under the Loan Agreement. The Loan Agreement among Party A, Party B and Party F
will be terminated when Party A and Party B pay off all the loans in accordance with
Article 4.2 hereof.
|
4. |
Payment and Obligation Set-off
|
4.1. |
In accordance with article 3.2 hereof, the parties agree the purchase price shall be
paid by Party F to Party A and Party B directly, at the day of share change registration
procedures at industrial and commerce authorities are completed, concerning entire shares
in Party E holding by Party A and Party B, purchased by Party C and Party D (Registration
Day). Whereas Party A and Party B shall pay off all the loans when Party F exercises the
purchase option, in accordance with article 3.1 of Loan Agreement, Party F agree the
aforesaid payment made by Party F to Party A and Party B will then be set off by the loan
principal which shall be paid by Party F to Party A and Party B under the Loan Agreement.
As the aforesaid set-off is completed, Party C and Party D are not required to make any
other payments to Party A and Party B for the purpose of paying for the purchase price,
and Party A and Party B are not required to make any other payments to Party F for the
purpose of repaying the loan.
|
4.2. |
Notwithstanding the foregoing agreement, when the set-off is completed, Party A shall
issue a receipt to Party C for all purchase price it received (Party As Receipt, as
Appendix IV hereto), Party B shall issue a receipt to Party D for all purchase price it received
(Party Bs Receipt, as Appendix IV hereto), and shall expressly acknowledge Party C and
Party Ds payment obligation under the Share Transfer Agreement has been carried out.
Party F shall issue immediately a receipt to Party A and Party B for entire loan principal
it received (Party Fs receipt, as Appendix V hereto) after Party A and Party B have
issued the aforesaid Party As receipt and Party Bs receipt, shall expressly acknowledge
Party A and Party Bs payment obligation under the Loan Agreement has been carried out,
and the Loan Agreement entered into by and among Party A, Party B and Party F will be
terminated upon the date of this Agreement.
|
5. |
Change of Purchase Option Agreement
|
5.1. |
The parties agree that, as one prerequisite to Party Fs contribution of purchase
price to Party C and Party D, Party C and Party D shall enter into a new purchase option
and cooperation agreement with Party E and Party F, in accordance with the content and
form stipulated in Appendix VI hereto, at the date of the execution of the Share Transfer
Agreement.
|
||
5.2. |
Except as otherwise stated or agreed by the parties, all obligations of Party A and
Party B under the original Purchase Option Agreement and Proxy on the voting rights issued
to Party F will be terminated at the registration day.
|
6. |
Change of Pledge Agreement
|
6.1. |
The parties agree that, as one prerequisite to Party Fs contribution of purchase
price to Party C and Party D, Party C and Party D shall enter into a new pledge agreement
with Party F, in accordance with the content and form stipulated in Appendix VII hereto,
at the date of the execution of the Share Transfer Agreement.
|
||
6.2. |
The parties agree that, the Pledge Agreement entered into by Party C, Party D and
Party F will be terminated upon the date of this Agreement.
|
||
6.3. |
The original Pledge Agreement will be terminated at the Registration Day. Except as
otherwise stated or agreed by the parties, all obligations of Party A and Party B under
the original Pledge Agreement will be terminated at the Registration Day.
|
7. |
Confidentiality
|
8. |
Notification
|
8.1. |
Any notice, request, requirement and other correspondences required by the Agreement
or made in accordance with the Agreement, shall be made in written form and sent to the
addresses of the parties first above written herein.
|
||
8.2. |
Notices hereunder shall be sent to the other partys address and/or number, by ways
of personal delivery, prepaid registered airmail, acknowledged carrier or fax. Such
notices shall be deemed to have been effectively given on the following dates: (1) notices
delivered by person shall be deemed to have been effectively served on the date of
personal delivery; (2) notices sent by prepaid registered airmail shall be deemed to have
been effectively served on the seventh day after the day they were delivered for mailing
(as indicated by the postmark); (3) notices sent by courier service shall be deemed to
have been effectively served on the third day after they were delivered to an acknowledged
courier; (4) notices sent by facsimile shall be deemed to have been effectively served on
the first working day after being transmitted.
|
9. |
Dispute Resolution
|
9.1. |
Any dispute arises from the interpretation or performance of terms hereof by the
parties, shall be settled through friendly consultation. If the parties fail to make a
written agreement after consultation, the dispute shall be submitted for arbitration in
accordance with the agreement. The arbitration shall be final and exclusive. Unless
otherwise expressly stipulated herein, any party waives expressly its right to submit a
dispute to court for a legal action, and the waiver is irrevocable.
|
||
9.2. |
The arbitration shall be submitted to China International Economic and Trade
Arbitration Committee (Arbitration Committee) to be arbitrated in accordance with
then-in-force arbitration rules. The place of arbitration shall be Beijing. Unless
otherwise stipulated in the arbitration award, the arbitration fee (including reasonable
attorney fees and expenses) shall be borne by the losing party.
|
10. |
Supplementary Provisions
|
10.1. |
The failure or delay of any party hereof to exercise any right hereunder shall not
be deemed as a waiver thereof, nor any single or partial exercise of any right preclude
further exercise thereof in future by the party.
|
||
10.2. |
The headings of articles herein are provided for the purpose of index. Such headings
shall in no event be used or affected interpretations of the terms herein.
|
||
10.3. |
The conclusion, effectiveness, interpretation of the agreement and the settlement of
disputes in connection therewith, shall be governed by laws of Hong Kong Special
Administration Region of the Peoples Republic of China.
|
||
10.4. |
Each party hereunder concludes the agreement with legal purpose. Each term hereof is
severable and independent from the others. If at any time one or more of such terms is or
becomes invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining terms hereof shall not in any way be affected thereby; and the parties shall
make every endeavor to negotiate and arrive at new terms to substitute the invalid,
illegal and unenforceable terms, and preserve as near as possible business purposes of the
original terms.
|
||
10.5. |
Upon the effectiveness of the agreement, the parties shall fully perform the
agreement. Any modifications of the agreement shall only be effective in written form,
through consultations of the parties, and obtained necessary authorization and approval by
Party D and Party E respectively.
|
||
10.6. |
Matters not covered in the agreement shall be dealt with in a supplementary
agreement, and annexed hereto. The supplementary agreement shall have the same legal force
as the agreement.
|
||
10.7. |
The agreement is executed in six original copies, which are equally authentic. Each
party hereto shall hold one copy.
|
||
10.8. |
The agreement shall be effective upon execution.
|
Fortune Software (Beijing) Co., Ltd. | ||||
(Seal) |
Party A:
|
||
|
||
FORTUNE SOFTWARE (BEIJING) CO., LTD
|
||
|
||
|
||
Authorized Representative:
|
||
|
||
Party B: ZHIWEI ZHAO
|
||
|
||
|
||
|
||
PARTY C: JUN WANG
|
||
|
||
|
|
||
ID No.: 370282197711186915
|
|
||
ID No.: 610113197206201645
|
|
ARTICLE 1. DEFINITIONS
|
3 | |||
|
||||
ARTICLE 2. THE GRANT AND EXERCISE OF PURCHASE OPTION
|
4 | |||
|
||||
ARTICLE 3. EXERCISE PRICE
|
4 | |||
|
||||
ARTICLE 4. REPRESENTATIONS AND WARRANTIES
|
5 | |||
|
||||
ARTICLE 5. OTHER COVENANTS
|
5 | |||
|
||||
ARTICLE 6. CONFIDENTIALITY
|
6 | |||
|
||||
ARTICLE 7. APPLICABLE LAW AND EVENTS OF DEFAULT
|
6 | |||
|
||||
ARTICLE 8. DISPUTE RESOLUTION
|
6 | |||
|
||||
ARTICLE 9. EFFECTIVENESS AND TERM
|
7 | |||
|
||||
ARTICLE 10. AMENDMENT
|
7 | |||
|
||||
ARTICLE 11. COUNTERPARTS
|
7 | |||
|
||||
ARTICLE 12. MISCELLANEOUS
|
7 | |||
|
||||
EXHIBIT 1 PROXY
|
8 | |||
|
2
3
4
5
6
7
Entrusting Party: Zhiwei Zhao
(signature): Date: June 3, 2009 |
8
Entrusting Party: Jun Wang
(signature): Date: June 3, 2009 |
9
|
||
Signature:
|
||
|
||
Pledgor B: Jun Wang
|
||
|
||
|
||
Signature:
|
ARTICLE 1. DEFINITIONS
|
3 | |||
|
||||
ARTICLE 2. OPERATIONAL SUPPORT
|
3 | |||
|
||||
ARTICLE 3. OBLIGATIONS OF PARTY B
|
4 | |||
|
||||
ARTICLE 4. CONSIDERATION FOR PROVIDING OPERATIONAL SUPPORT
|
4 | |||
|
||||
ARTICLE 5. REPRESENTATIONS AND WARRANTIES
|
4 | |||
|
||||
ARTICLE 6. CONFIDENTIALITY
|
4 | |||
|
||||
ARTICLE 7. GOVERNING LAW AND OBLIGATIONS UPON DEFAULT
|
5 | |||
|
||||
ARTICLE 8. DISPUTE RESOLUTION
|
5 | |||
|
||||
ARTICLE 9. EFFECTIVENESS
|
5 | |||
|
||||
ARTICLE 10. NO SUBSEQUENT OBLIGATION
|
5 | |||
|
||||
ARTICLE 11. AMENDMENT
|
6 | |||
|
||||
ARTICLE 12. COUNTERPARTS
|
6 | |||
|
||||
ARTICLE 13. MISCELLANEOUS
|
6 | |||
|
||||
EXHIBIT 1 CONSIDERATION FOR OPERATION GUARANTEE
|
7 | |||
|
2
3
4
5
6
7
ARTICLE 1. DEFINITIONS
|
3 | |||
|
||||
ARTICLE 2. TECHNICAL SUPPORT SERVICES
|
3 | |||
|
||||
ARTICLE 3. TECHNICAL SUPPORT SERVICES FEE
|
3 | |||
|
||||
ARTICLE 4. REPRESENTATIONS AND WARRANTIES
|
4 | |||
|
||||
ARTICLE 5. CONFIDENTIALITY
|
4 | |||
|
||||
ARTICLE 6. GOVERNING LAW AND EVENTS OF DEFAULT
|
4 | |||
|
||||
ARTICLE 7. DISPUTE RESOLUTION
|
4 | |||
|
||||
ARTICLE 8. EFFECTIVENESS
|
5 | |||
|
||||
ARTICLE 9. NO SUBSEQUENT OBLIGATION
|
5 | |||
|
||||
ARTICLE 10. TRANSFER LIMITATION
|
5 | |||
|
||||
ARTICLE 11. AMENDMENT
|
5 | |||
|
||||
ARTICLE 12. COUNTERPARTS
|
5 | |||
|
||||
ARTICLE 13. MISCELLANEOUS
|
5 | |||
|
||||
EXHIBIT 1 CONTENT OF THE TECHNICAL SUPPORT SERVICES
|
6 | |||
|
||||
EXHIBIT 2 TECHNICAL SUPPORT SERVICE FEE
|
7 | |||
|
2
3
4
5
6
7
ARTICLE 1. DEFINITIONS
|
3 | |||
|
||||
ARTICLE 2. TECHNICAL SUPPORT SERVICES
|
3 | |||
|
||||
ARTICLE 3. STRATEGIC CONSULTING SERVICE FEE
|
4 | |||
|
||||
ARTICLE 4. REPRESENTATIONS AND WARRANTIES
|
4 | |||
|
||||
ARTICLE 5. CONFIDENTIALITY
|
4 | |||
|
||||
ARTICLE 6. GOVERNING LAW AND EVENTS OF DEFAULT
|
4 | |||
|
||||
ARTICLE 7. DISPUTE RESOLUTION
|
4 | |||
|
||||
ARTICLE 8. EFFECTIVENESS
|
5 | |||
|
||||
ARTICLE 9. NO SUBSEQUENT OBLIGATION
|
5 | |||
|
||||
ARTICLE 10. TRANSFER LIMITATION
|
5 | |||
|
||||
ARTICLE 11. COMPENSATION
|
5 | |||
|
||||
ARTICLE 12. AMENDMENT
|
5 | |||
|
||||
ARTICLE 13. COUNTERPARTS
|
5 | |||
|
||||
ARTICLE 14. MISCELLANEOUS
|
5 | |||
|
||||
EXHIBIT 1 CONTENT OF THE STRATEGIC CONSULTING SERVICES
|
6 | |||
|
||||
EXHIBIT 2 STRATEGIC CONSULTING SERVICE FEE
|
7 |
2
3
4
5
6
7
1. |
Party A and Party B are current shareholders of Party E and each holding 55% and 45% shares
in Party E respectively;
|
|
2. |
Party F is a limited liability company duly organized and validly existing under the laws of
the Peoples Republic of China, and provide technical support, strategic consultation and
other relevant services to Party E;
|
|
3. |
To finance the investment by Party A and Party B in Party E, Party F has entered into Loan
Agreements (Loan Agreement) with Party A and Party B respectively on January 21, 2009,
providing Party A and Party B with loans of RMB 2,200,000 and RMB 1,800,000, respectively.
Pursuant to the Loan Agreement, Party A and Party B has invested the full amount of the loans
in Party Es registered capital;
|
|
4. |
As the consideration for the loans provided by Party F to Party A and Party B, Party A and
Party B entered into a Purchase Option and Cooperation Agreement (Purchase Option Agreement)
with Party E and Party F on January 21, 2009, granting Party F the exclusive option to
purchase all or part of shares/assets in
Party E holding by both parties or either party of Party A and Party B at any time, in
accordance with China laws;
|
|
5. |
Party F is intended to exercise the purchase option to purchase entire shares in Party E
holding by Party A in accordance with the Purchase Option Agreement, and designates Party C
and Party D as the subjects to exercise the aforesaid purchase option.
|
2
1. |
Exercise of the Purchase Option
|
1.1. |
Party F hereby authorizes Party C Party D in accordance with the purchase option
granted to Party C and Party D under Article 2.1 of the Purchase Option Agreement, and
Party C and Party D agree to accept the aforesaid authorization, on behalf of Party F, to
purchase entire shares in Party E holding by Party A and Party B in accordance with the
conditions stipulated in the Purchase Option Agreement.
|
||
1.2. |
In accordance with Article 3 under the Purchase Option Agreement, the purchase price
of entire shares in Party E holding by Party A and Party B, purchased by Party C and Party
D in accordance with Party Fs authorization, shall be the sum of the loan principal lent
by Party F to Party A and Party B, which is equivalent to RMB 4,000,000. (Purchase
Price).
|
2. |
Share Transfer
|
2.1. |
Party A and Party B shall enter into Share Transfer Agreements (Share Transfer
Agreement) with Party C and Party D, in accordance with the content and form of Appendix
II hereto, within thirty (30) days after receiving exercise notice from Party E (Appendix
I), in accordance with Article 2.3 of the Purchase Option Agreement, and other documents
required to make change registrations at industrial and commerce authorities.
|
3. |
Loan Arrangements
|
3.1. |
The purchase price of entire shares in Party E holding by Party A and Party B,
purchased by Party C and Party D shall be contributed in full amount by Party F. However,
Party C and Party D shall enter into a loan agreement with Party F to the satisfaction of
Party F, in accordance with the content and form of Appendix III hereto.
|
||
3.2. |
Party C and Party D agree and irrevocably instruct Party F to pay the aforesaid loan
provided to Party C and Party D, which used to purchase Party A and Party Bs shares,
directly to Party A and Party B, in accordance with the conditions and terms stated in the
frame agreement.
|
||
3.3. |
Party A and Party B agree to contribute their entire income obtained from selling the
shares in Party E in accordance with the agreement, to perform its repayment obligations
to Party F under the Loan Agreement. The Loan Agreement among Party A, Party B and Party F
will be terminated when Party A and Party B pay off all the loans in accordance with
Article 4.2 hereof.
|
4. |
Payment and Obligation Set-off
|
4.1. |
In accordance with article 3.2 hereof, the parties agree the purchase price shall be
paid by Party F to Party A and Party B directly, at the day of share change registration
procedures at industrial and commerce authorities are completed, concerning entire shares
in Party E holding by Party A and Party B, purchased by Party C and Party D (Registration
Day). Whereas Party A and Party B shall pay off all the loans when Party F exercises the
purchase option, in accordance with article 3.1 of Loan Agreement, Party F agree the
aforesaid payment made by Party F to Party A and Party B will then be set off by the loan
principal which shall be paid by Party F to Party A and Party B under the Loan Agreement.
As the aforesaid set-off is completed, Party C and Party D are not required to make any
other payments to Party A and Party B for the purpose of paying for the purchase price,
and Party A and Party B are not required to make any other payments to Party F for the
purpose of repaying the loan.
|
3
4.2. |
Notwithstanding the foregoing agreement, when the set-off is completed, Party A shall
issue a receipt to Party C for all purchase price it received (Party As receipt, as
Appendix IV hereto), Party B shall issue a receipt to Party D for all purchase price it
received (Party Bs receipt, as Appendix IV hereto), and shall expressly acknowledge
Party C and Party Ds payment obligation under the Share Transfer Agreement has been
carried out. Party F shall issue immediately receipts to Party A and Party B for entire
loan principal it received (Party Fs receipt, as Appendix V hereto) after Party A and
Party B have issued the aforesaid Party As receipt and Party Bs receipt, and shall
expressly acknowledge Party A and Party Bs payment obligation under the Loan Agreement
has been carried out and the Loan Agreement entered into by and among Party A, Party B
and Party F has terminated upon the date of this Agreement.
|
5. |
Change of Purchase Option Agreement
|
5.1. |
The parties agree that, as one prerequisite to Party Fs contribution of purchase
price to Party C and Party D, Party C and Party D shall enter into a new purchase option
and cooperation agreement with Party E and Party F, in accordance with the content and
form stipulated in Appendix VI hereto, at the date of the execution of the Share Transfer
Agreement.
|
||
5.2. |
Except as otherwise stated or agreed by the parties, all obligations of Party A and
Party B under the original Purchase Option Agreement and Proxy on the voting rights issued
to Party F will be terminated at the registration day.
|
6. |
Confidentiality
|
7. |
Notification
|
7.1. |
Any notice, request, requirement and other correspondences required by the Agreement
or made in accordance with the Agreement, shall be made in written form and sent to the
addresses of the parties first above written herein.
|
||
7.2. |
Notices hereunder shall be sent to the other partys address and/or number, by ways
of personal delivery, prepaid registered airmail, acknowledged carrier or fax. Such
notices shall be deemed to have been effectively given on the following dates: (1) notices
delivered by person shall be deemed to have been effectively served on the date of
personal delivery; (2) notices sent by prepaid registered airmail shall be deemed to have
been effectively served on the seventh day after the day they were delivered for mailing
(as indicated by the postmark); (3) notices sent by courier service shall be deemed to
have been effectively served on the third day after they were delivered to an acknowledged
courier; (4) notices sent by facsimile shall be deemed to have been effectively served on
the first working day after being transmitted.
|
8. |
Dispute Resolution
|
8.1. |
Any dispute arises from the interpretation or performance of terms hereof by the
parties, shall be settled through friendly consultation. If the parties fail to make a
written agreement after consultation, the dispute shall be submitted for arbitration in
accordance with the agreement. The arbitration shall be final and exclusive. Unless
otherwise expressly stipulated herein, any party waives expressly its right to submit a
dispute to court for a legal action, and the waiver is irrevocable.
|
4
8.2. |
The arbitration shall be submitted to China International Economic and Trade
Arbitration Committee (Arbitration Committee) to be arbitrated in accordance with
then-in-force arbitration rules. The place of arbitration shall be Beijing. Unless
otherwise stipulated in the arbitration award, the arbitration fee (including reasonable
attorney fees and expenses) shall be borne by the losing party.
|
9. |
Supplementary Provisions
|
9.1. |
The failure or delay of any party hereof to exercise any right hereunder shall not be
deemed as a waiver thereof, nor any single or partial exercise of any right preclude
further exercise thereof in future by the party.
|
||
9.2. |
The headings of articles herein are provided for the purpose of index. Such headings
shall in no event be used or affected interpretations of the terms herein.
|
||
9.3. |
The conclusion, effectiveness, interpretation of the agreement and the settlement of
disputes in connection therewith, shall be governed by laws of Hong Kong Special
Administration Region of the Peoples Republic of China.
|
||
9.4. |
Each party hereunder concludes the agreement with legal purpose. Each term hereof is
severable and independent from the others. If at any time one or more of such terms is or
becomes invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining terms hereof shall not in any way be affected thereby; and the parties shall
make every endeavor to negotiate and arrive at new terms to substitute the invalid,
illegal and unenforceable terms, and preserve as near as possible business purposes of
the original terms.
|
||
9.5. |
Upon the effectiveness of the agreement, the parties shall fully perform the
agreement. Any modifications of the agreement shall only be effective in written form,
through consultations of the parties, and obtained necessary authorization and approval by
Party D and Party E respectively.
|
||
9.6. |
Matters not covered in the agreement shall be dealt with in a supplementary
agreement, and annexed hereto. The supplementary agreement shall have the same legal force
as the agreement.
|
||
9.7. |
The agreement is executed in six original copies, which are equally authentic. Each
party hereto shall hold one copy.
|
||
9.8. |
The agreement shall be effective upon execution.
|
5
6
|
||
(Seal)
|
7
8
9
10
11
12
13
14
15
16
|
||
ID No.: 370282197711186915
|
17
|
18
|
19
ARTICLE 1. DEFINITIONS
|
3 | |||
|
||||
ARTICLE 2. THE GRANT AND EXERCISE OF PURCHASE OPTION
|
4 | |||
|
||||
ARTICLE 3. EXERCISE PRICE
|
4 | |||
|
||||
ARTICLE 4. REPRESENTATIONS AND WARRANTIES
|
5 | |||
|
||||
ARTICLE 5. OTHER COVENANTS
|
5 | |||
|
||||
ARTICLE 6. CONFIDENTIALITY
|
6 | |||
|
||||
ARTICLE 7. APPLICABLE LAW AND EVENTS OF DEFAULT
|
6 | |||
|
||||
ARTICLE 8. DISPUTE RESOLUTION
|
6 | |||
|
||||
ARTICLE 9. EFFECTIVENESS AND TERM
|
7 | |||
|
||||
ARTICLE 10. AMENDMENT
|
7 | |||
|
||||
ARTICLE 11. COUNTERPARTS
|
7 | |||
|
||||
ARTICLE 12. MISCELLANEOUS
|
7 | |||
|
||||
EXHIBIT 1 PROXY
|
8 | |||
|
||||
EXHIBIT 1 PROXY
|
9 |
2
3
4
5
6
7
8
9
1. | The Borrowers desire to establish Shenzhen Shangtong Software Co., Ltd.(the Company) whose registered capital will be RMB1,000,000, and Borrower A and Borrower B will respectively hold 55% and 45% of the equity interest in the Company. |
2. | The Borrowers desire to borrow a loan (the Loan) from the Lender to invest in the Company. |
3. | The Lender agrees to provide the Loan to Borrowers. |
(1) | Attend the Shareholders Meeting of Shenzhen Shangtong Software Co., Ltd. (hereinafter referred to as the Company)on behalf of me myself and perform all the voting rights as conferred to the shareholders of the Company according to related laws and the Articles of Association; AND |
(2) | Appoint and elect the directors, the general manager, the chief financial officer and other senior officers of the Company as my proxy. |
|
Principal: Yang Lin | |
|
||
|
Signature: | |
|
||
|
Date: August 3rd 2009 |
(1) | Attend the Shareholders Meeting of Shenzhen Shangtong Software Co., Ltd. (hereinafter referred to as the Company)on behalf of me myself and perform all the voting rights as conferred to the shareholders of the Company according to related laws and the Articles of Association; AND |
(2) | Appoint and elect the directors, the general manager, the chief financial officer and other senior officers of the Company as my proxy. |
|
Principal: Shi Shao Ming | |
|
||
|
Signature: | |
|
||
|
Date: August 3rd 2009 |
ARTICLE 1. DEFINITIONS
|
3 | |||
|
||||
ARTICLE 2. OPERATIONAL SUPPORT
|
3 | |||
|
||||
ARTICLE 3. OBLIGATIONS OF PARTY B
|
4 | |||
|
||||
ARTICLE 4. CONSIDERATION FOR PROVIDING OPERATIONAL SUPPORT
|
4 | |||
|
||||
ARTICLE 5. REPRESENTATIONS AND WARRANTIES
|
4 | |||
|
||||
ARTICLE 6. CONFIDENTIALITY
|
4 | |||
|
||||
ARTICLE 7. GOVERNING LAW AND OBLIGATIONS UPON DEFAULT
|
5 | |||
|
||||
ARTICLE 8. DISPUTE RESOLUTION
|
5 | |||
|
||||
ARTICLE 9. EFFECTIVENESS
|
5 | |||
|
||||
ARTICLE 10. NO SUBSEQUENT OBLIGATION
|
5 | |||
|
||||
ARTICLE 11. AMENDMENT
|
6 | |||
|
||||
ARTICLE 12. COUNTERPARTS
|
6 | |||
|
||||
ARTICLE 13. MISCELLANEOUS
|
6 | |||
|
||||
EXHIBIT 1 CONSIDERATION FOR OPERATION GUARANTEE
|
7 |
2
3
4
5
6
7
ARTICLE 1. DEFINITIONS
|
3 | |||
|
||||
ARTICLE 2. TECHNICAL SUPPORT SERVICES
|
3 | |||
|
||||
ARTICLE 3. TECHNICAL SUPPORT SERVICES FEE
|
4 | |||
|
||||
ARTICLE 4. REPRESENTATIONS AND WARRANTIES
|
4 | |||
|
||||
ARTICLE 5. CONFIDENTIALITY
|
4 | |||
|
||||
ARTICLE 6. GOVERNING LAW AND EVENTS OF DEFAULT
|
4 | |||
|
||||
ARTICLE 7. DISPUTE RESOLUTION
|
4 | |||
|
||||
ARTICLE 8. EFFECTIVENESS
|
5 | |||
|
||||
ARTICLE 9. NO SUBSEQUENT OBLIGATION
|
5 | |||
|
||||
ARTICLE 10. TRANSFER LIMITATION
|
5 | |||
|
||||
ARTICLE 11. AMENDMENT
|
5 | |||
|
||||
ARTICLE 12. COUNTERPARTS
|
5 | |||
|
||||
ARTICLE 13. MISCELLANEOUS
|
5 | |||
|
||||
EXHIBIT 1 CONTENT OF THE TECHNICAL SUPPORT SERVICES
|
6 | |||
|
||||
EXHIBIT 2 TECHNICAL SUPPORT SERVICE FEE
|
7 |
2
3
4
5
6
7
ARTICLE 1. DEFINITIONS
|
3 | |||
|
||||
ARTICLE 2. TECHNICAL SUPPORT SERVICES
|
3 | |||
|
||||
ARTICLE 3. STRATEGIC CONSULTING SERVICE FEE
|
4 | |||
|
||||
ARTICLE 4. REPRESENTATIONS AND WARRANTIES
|
4 | |||
|
||||
ARTICLE 5. CONFIDENTIALITY
|
4 | |||
|
||||
ARTICLE 6. GOVERNING LAW AND EVENTS OF DEFAULT
|
4 | |||
|
||||
ARTICLE 7. DISPUTE RESOLUTION
|
4 | |||
|
||||
ARTICLE 8. EFFECTIVENESS
|
5 | |||
|
||||
ARTICLE 9. NO SUBSEQUENT OBLIGATION
|
5 | |||
|
||||
ARTICLE 10. TRANSFER LIMITATION
|
5 | |||
|
||||
ARTICLE 11. COMPENSATION
|
5 | |||
|
||||
ARTICLE 12. AMENDMENT
|
5 | |||
|
||||
ARTICLE 13. COUNTERPARTS
|
6 | |||
|
||||
ARTICLE 14. MISCELLANEOUS
|
6 | |||
|
||||
EXHIBIT 1 CONTENT OF THE STRATEGIC CONSULTING SERVICES
|
7 | |||
|
||||
EXHIBIT 2 STRATEGIC CONSULTING SERVICE FEE
|
8 |
2
3
4
5
6
(1) | evaluation of new products/services; |
(2) | industry and client research; |
(3) | marketing strategies; |
(4) | training of Party As personnel; and |
(5) | other services in connection with Party As business. |
7
8
1. | The Borrowers desire to establish Fortune (Beijing) Qicheng Technology Co., Ltd. (the Company) whose registered capital will be RMB1,000,000, and Borrower A and Borrower B will respectively hold 45% and 55% of the equity interest in the Company. | ||
2. | The Borrowers desire to borrow a loan (the Loan) from the Lender to invest in the Company. | ||
3. | The Lender agrees to provide the Loan to Borrowers. |
ARTICLE 1. DEFINITIONS
|
3 | |||
|
||||
ARTICLE 2. OPERATIONAL SUPPORT
|
3 | |||
|
||||
ARTICLE 3. OBLIGATIONS OF PARTY B
|
4 | |||
|
||||
ARTICLE 4. CONSIDERATION FOR PROVIDING OPERATIONAL SUPPORT
|
4 | |||
|
||||
ARTICLE 5. REPRESENTATIONS AND WARRANTIES
|
4 | |||
|
||||
ARTICLE 6. CONFIDENTIALITY
|
4 | |||
|
||||
ARTICLE 7. GOVERNING LAW AND OBLIGATIONS UPON DEFAULT
|
5 | |||
|
||||
ARTICLE 8. DISPUTE RESOLUTION
|
5 | |||
|
||||
ARTICLE 9. EFFECTIVENESS
|
5 | |||
|
||||
ARTICLE 10. NO SUBSEQUENT OBLIGATION
|
5 | |||
|
||||
ARTICLE 11. AMENDMENT
|
5 | |||
|
||||
ARTICLE 12. COUNTERPARTS
|
5 | |||
|
||||
ARTICLE 13. MISCELLANEOUS
|
6 | |||
|
||||
EXHIBIT 1 CONSIDERATION FOR OPERATION GUARANTEE
|
7 |
2
3
4
5
6
7
ARTICLE 1. DEFINITIONS
|
3 | |||
|
||||
ARTICLE 2. TECHNICAL SUPPORT SERVICES
|
3 | |||
|
||||
ARTICLE 3. TECHNICAL SUPPORT SERVICES FEE
|
3 | |||
|
||||
ARTICLE 4. REPRESENTATIONS AND WARRANTIES
|
4 | |||
|
||||
ARTICLE 5. CONFIDENTIALITY
|
4 | |||
|
||||
ARTICLE 6. GOVERNING LAW AND EVENTS OF DEFAULT
|
4 | |||
|
||||
ARTICLE 7. DISPUTE RESOLUTION
|
4 | |||
|
||||
ARTICLE 8. EFFECTIVENESS
|
5 | |||
|
||||
ARTICLE 9. NO SUBSEQUENT OBLIGATION
|
5 | |||
|
||||
ARTICLE 10. TRANSFER LIMITATION
|
5 | |||
|
||||
ARTICLE 11. AMENDMENT
|
5 | |||
|
||||
ARTICLE 12. COUNTERPARTS
|
5 | |||
|
||||
ARTICLE 13. MISCELLANEOUS
|
5 | |||
|
||||
EXHIBIT 1 CONTENT OF THE TECHNICAL SUPPORT SERVICES
|
6 | |||
|
||||
EXHIBIT 2 TECHNICAL SUPPORT SERVICE FEE
|
7 | |||
|
2
3
4
5
6
7
ARTICLE 1. DEFINITIONS
|
3 | |||
|
||||
ARTICLE 2. TECHNICAL SUPPORT SERVICES
|
3 | |||
|
||||
ARTICLE 3. STRATEGIC CONSULTING SERVICE FEE
|
4 | |||
|
||||
ARTICLE 4. REPRESENTATIONS AND WARRANTIES
|
4 | |||
|
||||
ARTICLE 5. CONFIDENTIALITY
|
4 | |||
|
||||
ARTICLE 6. GOVERNING LAW AND EVENTS OF DEFAULT
|
4 | |||
|
||||
ARTICLE 7. DISPUTE RESOLUTION
|
4 | |||
|
||||
ARTICLE 8. EFFECTIVENESS
|
5 | |||
|
||||
ARTICLE 9. NO SUBSEQUENT OBLIGATION
|
5 | |||
|
||||
ARTICLE 10. TRANSFER LIMITATION
|
5 | |||
|
||||
ARTICLE 11. COMPENSATION
|
5 | |||
|
||||
ARTICLE 12. AMENDMENT
|
5 | |||
|
||||
ARTICLE 13. COUNTERPARTS
|
5 | |||
|
||||
ARTICLE 14. MISCELLANEOUS
|
5 | |||
|
||||
EXHIBIT 1 CONTENT OF THE STRATEGIC CONSULTING SERVICES
|
6 | |||
|
||||
EXHIBIT 2 STRATEGIC CONSULTING SERVICE FEE
|
7 | |||
|
2
3
4
5
6
7
1. | The Borrowers desire to establish Fortune (Beijing) Yingchuang Technology Co., Ltd. (the Company) whose registered capital will be RMB1,000,000, and Borrower A and Borrower B will respectively hold 55% and 45% of the equity interest in the Company. |
2. | The Borrowers desire to borrow a loan (the Loan) from the Lender to invest in the Company. |
3. | The Lender agrees to provide the Loan to Borrowers. |
Pledgor A: Yang YANG
|
||
|
||
|
||
|
||
Pledgor B: Lin YANG
|
||
|
||
|
||
|
||
Pledgee: Guangzhou Boxin Investment Advisory Co., Ltd. | ||
|
||
(Seal)
Authorized representative: |
||
|
||
|
ARTICLE 1. DEFINITIONS
|
3 | |||
|
||||
ARTICLE 2. OPERATIONAL SUPPORT
|
3 | |||
|
||||
ARTICLE 3. OBLIGATIONS OF PARTY B
|
4 | |||
|
||||
ARTICLE 4. CONSIDERATION FOR PROVIDING OPERATIONAL SUPPORT
|
4 | |||
|
||||
ARTICLE 5. REPRESENTATIONS AND WARRANTIES
|
4 | |||
|
||||
ARTICLE 6. CONFIDENTIALITY
|
4 | |||
|
||||
ARTICLE 7. GOVERNING LAW AND OBLIGATIONS UPON DEFAULT
|
5 | |||
|
||||
ARTICLE 8. DISPUTE RESOLUTION
|
5 | |||
|
||||
ARTICLE 9. EFFECTIVENESS
|
5 | |||
|
||||
ARTICLE 10. NO SUBSEQUENT OBLIGATION
|
5 | |||
|
||||
ARTICLE 11. AMENDMENT
|
5 | |||
|
||||
ARTICLE 12. COUNTERPARTS
|
5 | |||
|
||||
ARTICLE 13. MISCELLANEOUS
|
6 | |||
|
||||
EXHIBIT 1 CONSIDERATION FOR OPERATION GUARANTEE
|
7 |
2
3
4
5
6
7
ARTICLE 1. DEFINITIONS
|
3 | |||
|
||||
ARTICLE 2. TECHNICAL SUPPORT SERVICES
|
3 | |||
|
||||
ARTICLE 3. TECHNICAL SUPPORT SERVICES FEE
|
3 | |||
|
||||
ARTICLE 4. REPRESENTATIONS AND WARRANTIES
|
4 | |||
|
||||
ARTICLE 5. CONFIDENTIALITY
|
4 | |||
|
||||
ARTICLE 6. GOVERNING LAW AND EVENTS OF DEFAULT
|
4 | |||
|
||||
ARTICLE 7. DISPUTE RESOLUTION
|
4 | |||
|
||||
ARTICLE 8. EFFECTIVENESS
|
5 | |||
|
||||
ARTICLE 9. NO SUBSEQUENT OBLIGATION
|
5 | |||
|
||||
ARTICLE 10. TRANSFER LIMITATION
|
5 | |||
|
||||
ARTICLE 11. AMENDMENT
|
5 | |||
|
||||
ARTICLE 12. COUNTERPARTS
|
5 | |||
|
||||
ARTICLE 13. MISCELLANEOUS
|
5 | |||
|
||||
EXHIBIT 1 CONTENT OF THE TECHNICAL SUPPORT SERVICES
|
6 | |||
|
||||
EXHIBIT 2 TECHNICAL SUPPORT SERVICE FEE
|
7 |
2
3
4
5
6
7
ARTICLE 1. DEFINITIONS
|
3 | |||
|
||||
ARTICLE 2. TECHNICAL SUPPORT SERVICES
|
3 | |||
|
||||
ARTICLE 3. STRATEGIC CONSULTING SERVICE FEE
|
4 | |||
|
||||
ARTICLE 4. REPRESENTATIONS AND WARRANTIES
|
4 | |||
|
||||
ARTICLE 5. CONFIDENTIALITY
|
4 | |||
|
||||
ARTICLE 6. GOVERNING LAW AND EVENTS OF DEFAULT
|
4 | |||
|
||||
ARTICLE 7. DISPUTE RESOLUTION
|
4 | |||
|
||||
ARTICLE 8. EFFECTIVENESS
|
5 | |||
|
||||
ARTICLE 9. NO SUBSEQUENT OBLIGATION
|
5 | |||
|
||||
ARTICLE 10. TRANSFER LIMITATION
|
5 | |||
|
||||
ARTICLE 11. COMPENSATION
|
5 | |||
|
||||
ARTICLE 12. AMENDMENT
|
5 | |||
|
||||
ARTICLE 13. COUNTERPARTS
|
5 | |||
|
||||
ARTICLE 14. MISCELLANEOUS
|
5 | |||
|
||||
EXHIBIT 1 CONTENT OF THE STRATEGIC CONSULTING SERVICES
|
6 | |||
|
||||
EXHIBIT 2 STRATEGIC CONSULTING SERVICE FEE
|
7 |
2
3
4
5
(1) | evaluation of new products/services; |
(2) | industry and client research; |
(3) | marketing strategies; |
(4) | training of Party As personnel; and |
(5) | other services in connection with Party As business. |
6
7
1. | The Borrowers desire to establish Shanghai Decheng Information & Technology Co., Ltd. (the Company) whose registered capital will be RMB100,000, and Borrower A and Borrower B will respectively hold 55% and 45% of the equity interest in the Company. |
2. | The Borrowers desire to borrow a loan (the Loan) from the Lender to invest in the Company. |
3. | The Lender agrees to provide the Loan to Borrowers. |
ARTICLE 1. DEFINITIONS
|
3 | |||
|
||||
ARTICLE 2. TECHNICAL SUPPORT SERVICES
|
3 | |||
|
||||
ARTICLE 3. TECHNICAL SUPPORT SERVICES FEE
|
3 | |||
|
||||
ARTICLE 4. REPRESENTATIONS AND WARRANTIES
|
4 | |||
|
||||
ARTICLE 5. CONFIDENTIALITY
|
4 | |||
|
||||
ARTICLE 6. GOVERNING LAW AND EVENTS OF DEFAULT
|
4 | |||
|
||||
ARTICLE 7. DISPUTE RESOLUTION
|
4 | |||
|
||||
ARTICLE 8. EFFECTIVENESS
|
5 | |||
|
||||
ARTICLE 9. NO SUBSEQUENT OBLIGATION
|
5 | |||
|
||||
ARTICLE 10. TRANSFER LIMITATION
|
5 | |||
|
||||
ARTICLE 11. AMENDMENT
|
5 | |||
|
||||
ARTICLE 12. COUNTERPARTS
|
5 | |||
|
||||
ARTICLE 13. MISCELLANEOUS
|
5 | |||
|
||||
EXHIBIT 1 CONTENT OF THE TECHNICAL SUPPORT SERVICES
|
6 | |||
|
||||
EXHIBIT 2 TECHNICAL SUPPORT SERVICE FEE
|
7 |
2
3
4
5
6
7
ARTICLE 1. DEFINITIONS
|
3 | |||
|
||||
ARTICLE 2. TECHNICAL SUPPORT SERVICES
|
3 | |||
|
||||
ARTICLE 3. STRATEGIC CONSULTING SERVICE FEE
|
4 | |||
|
||||
ARTICLE 4. REPRESENTATIONS AND WARRANTIES
|
4 | |||
|
||||
ARTICLE 5. CONFIDENTIALITY
|
4 | |||
|
||||
ARTICLE 6. GOVERNING LAW AND EVENTS OF DEFAULT
|
4 | |||
|
||||
ARTICLE 7. DISPUTE RESOLUTION
|
4 | |||
|
||||
ARTICLE 8. EFFECTIVENESS
|
5 | |||
|
||||
ARTICLE 9. NO SUBSEQUENT OBLIGATION
|
5 | |||
|
||||
ARTICLE 10. TRANSFER LIMITATION
|
5 | |||
|
||||
ARTICLE 11. COMPENSATION
|
5 | |||
|
||||
ARTICLE 12. AMENDMENT
|
5 | |||
|
||||
ARTICLE 13. COUNTERPARTS
|
5 | |||
|
||||
ARTICLE 14. MISCELLANEOUS
|
6 | |||
|
||||
EXHIBIT 1 CONTENT OF THE STRATEGIC CONSULTING SERVICES
|
7 | |||
|
||||
EXHIBIT 2 STRATEGIC CONSULTING SERVICE FEE
|
8 |
2
3
4
5
6
(1) | evaluation of new products/services; |
(2) | industry and client research; |
(3) | marketing strategies; |
(4) | training of Party As personnel; and |
(5) | other services in connection with Party As business. |
7
8
No.: ZQB09IN003 | License No.: Shangzhengxinxu 09Z03 |
1. |
SSE means Shanghai Stock Exchange.
|
|
2. |
SSE real time quotations means the essential trading information announced to the market
in real time by SSE, for the purpose of guaranteeing fair centralized trading, in accordance
with Securities Law of Peoples Republic of China and relevant business regulations of
Securities Regulatory Commission and Shanghai Stock Exchange.
|
|
3. |
SSE Level-2 Quotations means the securities trading quotations information including
relevant content and index in addition to real time quotations of SSE. The right to interpret
the definition belongs to Party A.
|
|
4. |
SSE Level-2 Quotations License Certificate (hereinafter referred to as License)
means the certifying documents issued by Party A to Party B,
approving Party B to manage Level-2 quotations of SSE within
limited scope and term, and in certain ways.
|
|
5. |
nonexclusive license means notwithstanding Party A granting approval to Party B to manage
SSE Level-2 Quotations in accordance with the license, Party A reserves the right to manage
SSE Level-2 Quotations, and is
entitled to give license to any other entities or individuals to manage Level-2
quotations other than Party B.
|
*** |
- indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission
|
No.: ZQB09IN003 | License No.: Shangzhengxinxu 09Z03 |
6. |
End Users means the end users receiving and
using SSE Level-2 Quotations
transmitted by Party B. Such end
users shall not provide any or
part of SSE Level-2 Quotations to
any organization and individuals
in any ways or use them for the
purpose of developing derivatives.
|
|
7. |
License Fee means license fee charged by Party
A to Party B on a annual basis
from managing SSE Level-2
Quotations.
|
|
8. |
User Charge means the charge by Party A to
Party B for the SSE Level-2
Quotations on a monthly basis
according to the number of end
users of Party B.
|
1. |
Party B shall receive SSE Level-2 Quotations with the receiving methods approved by
Party A in writing. If Party Bs receiving methods fails to get approval from Party A,
Party A is entitled to refuse to transmit SSE Level-2 Quotations to Party B.
|
2. |
If Party B encounters technical problems while receiving SSE Level-2 Quotations, it
may contact Party A on a timely basis, and Party A shall assist in solving the problems to
enable Party B to obtain SSE Level-2 Quotations in a customary fashion.
|
3. |
Party A has the right to change the transmitting method, but normally shall notify
Party B in writing one month in advance.
|
4. |
In the event of the following events, Party A is entitled to revoke the license, and
cease providing SSE Level-2 Quotations to Party B. Party B shall not continue managing SSE
Level-2 Quotations, and shall be responsible for dealing with subsequent matters of its
users. Party A bears no liabilities to Party B for the aforesaid actions:
|
(1) |
Party B goes bankrupt, or applies for bankruptcy;
|
(2) |
Party B breaches Item (1), (2), (3), (4), (6), (7) of Article 3, Section 3, or
Section 5 herein, and make an irreparable results; or Party A notifies Party B in writing
requiring Party B to make corrections, and Party B fails to make all corrections within
the specified time according to Party As requirements after receiving written notices.
|
5. |
Regardless of the reason for terminating the transmitting and receiving relations by
both parties, each shall return the relevant equipment provided by the other party in good
and intact conditions.
|
1. |
Party A grants Party B a nonexclusive license to manage SSE Level-2 Quotations. Party
A agrees that Party B provide SSE Level-2 Quotations to its end users within the scope and
purposes etc specified in Appendix I (License) hereto, within the scope of the license
(expiry of the license and revoking of the license by Party A in accordance with the
agreement are deemed as outside the scope of the license).
|
2. |
Party A will issue the license to Party B after confirming Party Bs payment for the
license fee of the first year in accordance with Section 4 herein.
|
3. |
Party B agrees to be bound by the following terms:
|
(1) |
covenants to manage SSE Level-2 Quotations in accordance with the agreement
(including the Appendix).
|
(2) |
covenants not to provide all or any part of SSE Level-2 Quotations to any entities or
individuals not specified in the license, or use such information in other aspects or
purposes, without written approval of Party A.
|
*** |
- indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission
|
2
No.: ZQB09IN003 | License No.: Shangzhengxinxu 09Z03 |
(3) |
covenants not to use all or any part of SSE Level-2 Quotations for any illegal
purpose, or provide such information to a third party for the use with illegal purpose.
|
(4) |
covenants to respect the value of SSE Level-2 Quotations, takes no unfair competitive
measures to manage relevant information such as low-price dumping, sale under cost, etc.
|
(5) |
provides complete, accurate and timely SSE Level-2 Quotations to its end users; if
omissions, errors, or delays occur, it shall make timely remedies, and make oral and
written report to Party B at once.
|
(6) |
For the occurrence of disruption of SSE Level-2 Quotations transmitted by Party A to
Party B for any reasons, or the disruption of the provision of Level-2 related products or
services by Party B to its end users for any other reasons, Party B warrants to provide
and show SSE real-time quotations to its users to minimize the negative effects on the
users; meanwhile, Party B shall make announcement upon Party As approval through a media
outlet named by Party A in accordance with Party As requirement, within the time
specified by Party A, bear and deal with all the subsequent matters. Sample of the
announcement are attached as Appendix III hereto.
|
(7) |
Without written approval from Party A, Party B shall not make sub-license, re-license
of the SSE Level-2 License issued by Party A, and shall not sell and purchase the license.
|
1. |
SSE and Party A have the rights of SSE Level-2 Quotations specified herein and in the
license; without written approval of Party A, any organizations or individuals (including
Party B hereto, its directors, supervisors, managers or staff, etc.) shall not save or use
permanently SSE Level-2 Quotations (including but not limited to copy, translation,
distribution, editing, transfer, approving others to use or develop derivatives, etc.).
|
2. |
Party A shall get written approval from Party A before application of any methods of
transmitting the test content or announced content of SSE Level-2 Quotations to a third
party. If Party B applies a method without written approval from Party A, Party B shall
stop the application the next day after receiving notice from Party A. If Party fails to
do so, and continues to use the method the next day after Party A issuing a written
warning letter, Party A shall be entitled to suspend the provision of Level-2 data and to
publicized it.
|
3. |
Any products used by Party B for displaying all or part of SSE Level-2 Quotations or
products developed based on all or part of SSE Level-2 Quotations (hereinafter referred to
as relevant products) shall be announced (including but not limited to providing to a
third party) or undated (including but not limited to version update considered important
by Party A) to the public only after submitting an announcement or updating application
and relevant materials to Party A and getting written approval of Party A. Party B
warrants the application and
materials are true, accurate and complete. Without written approval of Party A, Party B
shall not announce or update any relevant products to the public.
|
*** |
- indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission
|
3
No.: ZQB09IN003 | License No.: Shangzhengxinxu 09Z03 |
4. |
Party B shall accept and cooperate in the regular or irregular technical inspection
of Party Bs relevant products by Party A or a third party entrusted by Party A. During
the term of the agreement, if any of relevant products of Party B has serious problems
such as a security problem, including but not limited to difficulty of user certification,
susceptibility of data being stolen, systems vulnerability, or nonconformity of products
to materials submitted to Party A, Party B shall make corrections within the specified
time according to Party As requirements after receiving Partys written notice.
|
5. |
Party B warrants only to use Level-2 data of the one trading day of September 6, 2006
for demonstration of relevant products or products to clients. Without written approval of
Party A, Party B shall not provide trials of the relevant products to any third party.
|
6. |
Party B shall note on the interface of its users terminals to receive SSE Level-2
Quotations, the source of SSE Level-2 Quotations is Party A, and the name, number and term
of the license certificate issued.
|
||
7. |
As to advertising or public statements:
|
(1) |
for any relevant text with SSE, SSE Infonet Ltd., SSE Level-2 Quotations, or
any introduction to the content of SSE Level-2 Quotations, Party B shall complete the
Approval Letter (in accordance with the form attached as Appendix IV hereto) for relevant
advertisements or pamphlets and submit it to Party A for approval, with at least one
working day in advance. Such advertisements and pamphlets shall only be used upon Party
As written approval. Party B shall not use the name, brand, logo (including but not
limited to text, patterns or marks, etc.) of SSE or Party A without getting written
approval from Party A.
|
(2) |
public statements regarding the License obtained by Party B shall note the number,
validity, purposes and scope of the License.
|
(3) |
if the License is expired and not extended, or is revoked by Party A, Party B shall
not continue to make public statements that SSE Level-2 Quotations are sourced from Party
A, and shall not note any information of the former License on the interface of its
terminals.
|
8. |
Party B agrees to accept and cooperate with Party A in the supervision of the
relevant operations by Party A:
|
(1) |
Party B shall submit the monthly statistics report of SSE Level-2 Quotations users
on a regular basis to Party A, in accordance with Appendix II Agreement on Supervision
and Management of Information Operation, and warrant the data submitted is true, complete
and accurate.
|
(2) |
Party B shall keep the original material of its users and charges properly for three
years, and warrants that the aforesaid materials shall be complete and accurate.
|
(3) |
Party B shall accept and cooperate with Party A or a third Party entrusted by Party A
to make inspections of Party Bs income and users of SSE Level-2 Quotations operation
(including Party A may entrust relevant personnel to make auditing of revenues and
expenditures of relevant products of Party B based on SSE Level-2 Quotations). If Party A
discovers any cover-up, discounted report of sales volume of Party B, Party A is
entitled to ask Party B to bear all reasonable expenses incurred from the inspection
(including auditing fee, travel fees, etc) in addition to the liabilities specified
hereunder, and is entitled to ask Party B to make corrections in a limited term.
|
*** |
- indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission
|
4
No.: ZQB09IN003 | License No.: Shangzhengxinxu 09Z03 |
(4) |
Party B shall enter into contracts or agreements with legal effect which expressly
stipulate obligations and rights of each party with its users prior to providing SSE
Level-2 Quotations, and such contracts or agreements shall expressly contain the relevant
text of the following:
|
a. |
Users receives the SSE Level-2 Quotations as end users, and
shall warrant not to copy in any way or provide to any organization or
individual all or part of SSE Level-2 Quotations, not to develop any
derivatives based on all or part of SSE Level-2 Quotations, or in any way use
all or part of SSE Level-2 Quotations for illegal purposes and crack products
of Party B.
|
b. |
the service term provided by Party B to its users of SSE
Level-2 Quotations shall not exceed the term of the License issued by Party A
to Party B. If the License is expired and not extended, or Party A revokes the
license in accordance with the agreement, Party B will cease immediately to
provide SSE Level-2 Quotations to its users. The users shall not ask SSE or
Party A to bear any liabilities or compensations.
|
c. |
SSE Level-2 Quotations provided by Party B to its users are
value-added information, and shall not substitute SSE real-time quotations as
trading service information in any events.
|
d. |
SSE and Party A owns all intellectual property of SSE Level-2
Quotations. SSE and Party A bear no liability for completeness, accuracy and
timeliness of SSE Level-2 Quotations.
|
9. |
Party B undertakes:
|
(1) |
Unless Party A gives special written approval, all users of Party B shall only be end
users.
|
(2) |
Party B is responsible for supervising its users to abide by warranties of users
specified in Item (4), Article 8 herein, and monitoring that all or part of SSE Level-2
Quotations are secure from theft through relevant products of Party B.
|
(3) |
If Party B discovers violation of the warranties stated in Item (4), Article 8 herein
by its users, or all or part of SSE Level-2 Quotations are stolen through its relevant
products, and any other actions infringing rights and interests concerning information of
Party A, it shall notify Party A in oral and written forms, and shall be obliged to
provide timely materials it holds, including but not limited to the name, address, contact
information of the users.
|
(4) |
Party B is liable to assist Party A in dealing with the infringement of information
interests of Party A relevant to its users or products, including but not limited to: upon
receiving written notice from Party A, Party B shall assist Party B in investigating the
relevant infringement, cease to provide SSE Level-2 Quotations to the relevant suspected
infringing terminals; upon Party As request, issue a detailed written report, and assist
Party A in claiming compensation from the responsible party for Party As economic losses
resulting from such infringement.
|
*** |
- indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission
|
5
No.: ZQB09IN003 | License No.: Shangzhengxinxu 09Z03 |
1. |
SSE and Party A bear no liability for completeness, timeliness, accuracy of the information
provided (including but not limited to SSE Level-2 Quotations, same as follows).
|
2. |
Party B agrees: SSE and Party A bear no liability for results of abnormal information or
abnormal information transmission for whatever reasons.
|
3. |
Party B undertakes that it will always avoid and eliminate factors which may bring adverse
effect on SSE and Party A, such as omission, mistakes, losses, delay and intermissions of
information, protecting SSE and Party A from economic and credit losses, and shall not claim
compensations from SSE or Party A for aforesaid reasons in connection herewith.
|
4. |
SSE and Party A bear no liability for any business risks Party B may take, or resulting from
managing SSE Level-2 Quotations.
|
5. |
SSE and Party A bear no liability for any risks Party B or its users may take, or resulting
from investments made based on SSE Level-2 Quotations.
|
1. |
If Party B breaches the agreement, and fails to remedy such breach within the specified term
stated in the written notice to require corrections of Party A, Party A is entitled to cancel
the agreement, and revoke the License. The License Fee for the year (whether the term of the
year is ended or not) charged by Party A will not be refunded. Meanwhile, Party B shall pay
defaulting fine and compensation to Party A in accordance with the agreement, in addition to
all payable expenses as stated herein. Party B bears all other liabilities and consequences
incurred from such default.
|
2. |
If Party B breaches Item (2), (7), Article 3, Section 3 herein, Party B shall transfer to
Party A the earnings from such breach, and pay defaulting fine to Party A (equivalent to twice
of the total amount of the annual License Fee stated in Appendix I A Payment Agreement and
earnings from the branch), meanwhile it shall take prompt and effective measures to terminate
such breach.
|
3. |
If Party B fails to pay for the relevant expenses in accordance with time stated herein,
Party B shall pay 0.3% of past due payment per day as the defaulting fine after the due date
(calculated from the due date). If Party B fails to pay after Party As call, Party A shall be
entitled to cancel the agreement, revoke the License, and terminate to provide SSE Level-2
Quotations to Party B; Meanwhile, Party B shall pay a defaulting fine to Party A, equivalent
to 50% of total expenses stated in Appendix I A Payment Agreement , and compensate Party
A for other losses incurred from this.
|
4. |
If Party B breaches Section 5 herein, Party B shall pay a defaulting fine to Party A
(equivalent to total amount of the annual License Fee stated in Appendix I A Payment
Agreement and earnings from the branch); if any losses of Party A are caused, Party B shall
compensate for all losses of Party A resulting from this.
|
5. |
Except those liabilities of breach of the agreement stipulated in above Article 2, 3, 4
herein, if Party B fails to perform other terms herein, Party B shall pay a defaulting fine to
Party A (equivalent to total amount of the annual license fee stated in Appendix I A
Payment Agreement and earnings from the branch); if any losses of Party A are caused, Party
B shall compensate for all losses of Party A resulting from this.
|
*** |
- indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission
|
6
No.: ZQB09IN003 | License No.: Shangzhengxinxu 09Z03 |
1. |
The agreement shall be effective when signed and stamped by legal representative or
authorized representative of both parties, and shall terminate on July 31, 2012.
|
2. |
Any provisions herein shall only be modified with written approval from both parties; any
modified provisions confirmed in written form shall be deemed as an integral part of the
agreement. The License shall be changed in the event of major modification.
|
3. |
Upon the expiry of Appendix I hereto, Appendix I-A shall also be terminated. Party B may
make a written application to Party A for extension or change of license 30 working days prior
to the expiry of the license. Upon the approval of Party A, both parties could extend Appendix
I-A.
Upon the extension of the aforesaid Appendix A and Party Bs payment specified in Appendix A,
Party A will issue a new term License to Party B, and the agreement will also extend in
accordance with the valid term specified in new license. Both parties perform rights and
obligations in accordance with the agreement or modified and added content agreed by both
parties.
|
4. |
If: Party B fails to apply for extension or change of license, or Party A gives no approval
for the license, the agreement shall terminate at the expiry date of the license. Party A
ceases to provide SSE Level-2 Quotations to Party B, and Party B shall not go on managing SSE
Level-2 Quotations.
|
5. |
Upon the termination of the agreement, Party B shall pay for all the expenses to Party A in
accordance with the agreement (including but not limited to the due expenses which Party B
fails to pay, defaulting fine, compensations, payable expenses which are not due) within ten
working days prior to the termination of the agreement. If Party B fails to make the payment
in time, Party B shall pay 0.3% of the payable expenses per day as defaulting fine to Party A,
after the due date.
|
6. |
Section 5, 6, 7 herein will not become invalid with invalidity of remaining sections herein,
or the termination of the agreement.
|
Appendix I:
|
SSE Level-2 Quotations License Certificate; | |
Appendix I:-A:
|
Expense Payment Agreement; | |
Appendix II:
|
Agreement on Supervision and Management of Information Operation; | |
Appendix III:
|
Sample of Announcement; | |
Appendix IV:
|
Approval Letter for Relevant Advertisements or Pamphlets (Sample) |
1. |
The agreement is governed by PRC (excluding Hong Kong, Macau, and Taiwan) laws and
regulations, regulations of China Securities Regulatory Commission and rules of SSE. If any
change in relevant regulations occurs, the relevant provisions herein are changed accordingly
without conditions.
|
2. |
Notices or documents issued by both parties may be delivered by hand, post and other ways.
The address of the addressee is as indicated herein.
|
3. |
Notices or documents shall be deemed to have effectively given as the following:
|
(1) |
if delivered by hand, the served date shall be the signed date on the receipt.
|
(2) |
if delivered by post, the served date shall be the date noted on the return of
service.
|
*** |
- indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission
|
7
No.: ZQB09IN003 | License No.: Shangzhengxinxu 09Z03 |
4. |
Contact Information:
|
|
(1) Party A: | |||
|
Office address: | Building 37, No. 1387 Zhangjiang Road, New Pudong District, Shanghai (201203) | ||
|
||||
|
Contact: Xin Huang | |||
|
Tel: | 021-68791126 | ||
|
e-mail: | xhuang@sse.com.cn | ||
|
Fax: | 021-68792027 | ||
|
||||
|
(2) Party B: | |||
|
Office address: | Floor 9, Tower C, Corporate Square | ||
|
No. 35 Financial Street | |||
|
||||
|
Xicheng District, Beijing, China (100032) | |||
|
||||
|
Contact: | Kai Zhan | ||
|
||||
|
Tel: | 010 - 68748558-8815 | ||
|
||||
|
e-mail: | kai.zhan@jrj.com.cn | ||
|
||||
|
Fax: | 010 - 68748508 |
5. |
Upon the effectiveness of the agreement, the agreement shall supersede all previous relevant
agreements by both parties on SSE Level-2 Quotations license, including but not limited to any
written or oral agreements, contracts, consultations, representations, plans, and appendices,
etc.
|
6. |
All the headings herein are set for the convenience of reading, and shall not affect the
interpretation and meaning of the agreement.
|
|
7. |
The agreement is executed in quadruplicate. Each party holds two. Each is equally authentic.
|
Party A: SSE Infonet Ltd.
|
Party B: Fortune Software (Beijing) Co. Ltd. | |||
(Seal)
|
(Seal) | |||
|
||||
Signed by authorized representative:
|
Signed by authorized representative: | |||
/s/
|
/s/ | |||
|
||||
|
||||
Date:30/7/2009 (DD/MM/YYYY)
|
Date: 30/7/2009 (DD/MM/YYYY) |
*** |
- indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission
|
8
No.: ZQB09IN003 | License No.: Shangzhengxinxu 09Z03 |
*** |
- indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission
|
9
No.: ZQB09IN003 | License No.: Shangzhengxinxu 09Z03 |
2.1 |
Management license fee: ***, aggregate amount of three years is ***.
|
2.2 |
User Charge: the charge criteria for each end user and for each month is in accordance with
Party As uniform criteria: ***. If Party A makes adjustments of the charge criteria, the new
criteria will be abided by. If an end user is given a discounted price by Party A, the user
charge for such end user will be calculated based on the discounted criteria fixed by Party A.
Party B will pay for the user charge to Party A according to the following ways:
|
2.1 |
Party B shall pay for one -year management license fee of *** for the term from August of
that year to July of the next year, within 5 working days prior to the beginning of August of
every year.
|
2.2 |
Party B shall pay for the monthly user charge from August 2009, within the first 5 working
days of every month, in accordance with ways of calculations of User charges specified in Item
2, Article 1 hereof.
|
|
2.3 |
Bank of Deposit and Account No. of Party A:
|
Party A: SSE Infonet Ltd.
|
Party B: Fortune Software (Beijing) Co. Ltd.
|
|||
(Signature or Seal):
|
(Signature or Seal): | |||
|
||||
/s/ company seal
|
/s/ company seal | |||
|
||||
Date of Execution:
|
Date of Execution: |
*** |
- indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission
|
10
No.: ZQB09IN003 | License No.: Shangzhengxinxu 09Z03 |
*** |
- indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission
|
11
No.: ZQB09IN003 | License No.: Shangzhengxinxu 09Z03 |
Party A: SSE Infonet Ltd.
|
Party B: Fortune Software (Beijing) Co. Ltd.
|
|||
(Signature or Seal):
|
(Signature or Seal): | |||
|
||||
/s/ company seal
|
/s/ company seal | |||
|
||||
Date of Execution:
|
Date of Execution:
|
*** |
- indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission
|
12
No.: ZQB09IN003 | License No.: Shangzhengxinxu 09Z03 |
|
Fortune Software (Beijing) Co. Ltd. | |
|
Date: |
*** |
- indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission
|
13
No.: ZQB09IN003 | License No.: Shangzhengxinxu 09Z03 |
Subject and Purpose for Advertisement or Publicity:
|
||||
|
|
|||
Way of Distribution:
|
o
Web, Website address:
|
; | |||
|
|
o
Radio Station, TV, Name of the radio station, TV station or channel:
|
; | |||
|
|
o
Print Media, Name of the print media and layout:
|
; | |||
|
|
o
Fax;
o
E-mail:
o
Others
|
. | |||||
|
|
|||||
|
||||||
Content:
|
||||||
|
||||||
|
||||||
|
||||||
Distribution Time:
|
||||
|
|
|||
|
||||
Distribution Scope:
|
||||
|
|
*** |
- indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission
|
14
*** | - indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission |
*** | - indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission |
*** | - indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission |
*** | - indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission |
*** | - indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission |
*** | - indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission |
*** | - indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission |
Tel: 86-755-83276743
|
Representative to sign: | |
|
||
Fax: 86-755-83201393
|
Date: April 15, 2010 |
Tel: 86-10-58325388
|
Representative to sign: | |
|
||
Fax: 86-10-58325300
|
Date: April 15, 2010 |
*** | - indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission |
1. | Content: real time quotations of Shenzhen Stock Exchange | ||
2. | Allowed Uses: only limited to dissemination through www.jrj.com.cn, www.jrj.com, www.jrj.cn | ||
3. | Ways of Dissemination: Internet | ||
4. | Users Receiving Terminal: Computer |
*** | - indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission |
*** | - indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission |
*** | - indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission |
*** | - indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission |
*** | - indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission |
*** | - indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission |
*** | - indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission |
*** | - indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission |
|
(1 | ) | Party A: | |||||
|
Office Address: | 12/F, South Tower, 528 Pudong South Road Shanghai (200120) | ||||||
|
Tel: 021-68791073
E-mail: zhrong@sse.com.cn |
Fax: 021-68819726 | ||||||
|
||||||||
(2 | ) | Party B: China Finance Online (Beijing) Co., Ltd. | ||||||
|
Address:
Contact Person: Sha Wang |
Room 619, 6th Floor Aerospace CPMIEC Building, No.30 Haidian South Road, Beijing (100080) | ||||||
|
E-mail: sha.wang@jrj.com.cn | Tel: 010-68748558 | ||||||
|
Fax: |
Party A: Shanghai Stock Exchange Information
Network Co., Ltd.
|
Party B: Fortune Software (Beijing) Co., Ltd. | |||
|
||||
(Seal) /s/ [COMPANY SEAL]
|
(Seal) /s/ [COMPANY SEAL] | |||
|
||||
Signed by Authorized Representative /s/:
|
Signed by Authorized Representative /s/: | |||
|
||||
|
||||
Date of Execution: January 28, 2010
|
Date of Execution: |
*** | - indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission |
1. |
Shanghai Stock Exchange Real-Time Quotes (show2003.dbf)
|
|
2. | Shanghai Stock Exchange Information Network Co., Ltd. Public Announcement Summary Information of Public Companies |
By: | Shanghai Stock Exchange | |||
Information Network Co., Ltd. |
*** | - indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission |
1. | Pursuant to Exhibit B and Exhibit C, fees payable by Party B are as follows: |
1.1 | Royalty: *** | |
1.2 | Usage fee: *** | |
1.3 | Information transmission fee: the information transmission fee for Shanghai Zhengtong Broadband Satellite VSAT shall be collected by Shanghai Stock Communication Co., Ltd., the information transmission fee for internet quotation is *** | |
1.4 | Software usage fee: *** |
2. | Method of Payment: |
Party A: Shanghai Stock Exchange Information
|
Party B: Fortune Software (Beijing) Co., Ltd. | |||
Network Co., Ltd.
|
||||
|
||||
(Signature or Seal) /s/
|
(Signature or Seal) /s/ | |||
|
||||
[COMPANY SEAL]
|
[COMPANY SEAL] | |||
|
||||
Date of Execution:
|
Date of Execution: |
*** | - indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission |
Party A: Shanghai Stock Exchange Information
|
Party B: Fortune Software (Beijing) Co., Ltd. | |||
Network Co., Ltd.
|
||||
|
||||
(Signature or Seal) /s/
|
(Signature or Seal) /s/ | |||
|
||||
[COMPANY SEAL]
|
[COMPANY SEAL] | |||
|
||||
Date of Execution:
|
Date of Execution: |
*** | - indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission |
Product/ | Product/Service | Valid Term of | ||||||||
Service Type | Name | License | Quantity | Quote | Final Price | |||||
Satellite System
|
Shanghai Zhengtong
Broadband Satellite VSAT |
January 1, 2010 to December 31, 2010 | One Set | *** | *** | |||||
|
||||||||||
Ground System
|
INTERNET
Transmission |
January 1, 2010 to December 31, 2010 | One Set | *** | *** | |||||
|
||||||||||
Relevant Software
|
Shanghai Zhengtong
Broadband Satellite VSAT |
January 1, 2010 to December 31, 2010 | One Set | *** | *** | |||||
|
||||||||||
|
Commercial Version
Securities Information System Internet Transmission |
|||||||||
|
||||||||||
Total (Renminbi): *** |
Notes: | The installation fee for Shanghai Zhengtong Broadband Satellite VSAT is *** and annual communication fee is ***, which shall be remitted by Party B to the account designated by Shanghai Securities Communication Co., Ltd. |
Party A: Shanghai Stock Exchange Information
|
Party B: Fortune Software (Beijing) Co., Ltd. | |||
Network Co., Ltd.
|
||||
|
||||
(Signature or Seal) /s/
|
(Signature or Seal) /s/ | |||
|
||||
[COMPANY SEAL]
|
[COMPANY SEAL] | |||
|
||||
Date of Execution:
|
Date of Execution: |
*** | - indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission |
Service | Service | Method of | ||||||||||||
Name of | Type of | Starting | Ending | Information | Information | Contact | Contract | |||||||
User | User | Date | Date | Product | Use | Address | Tel | |||||||
|
||||||||||||||
|
||||||||||||||
|
||||||||||||||
|
||||||||||||||
|
||||||||||||||
|
||||||||||||||
|
||||||||||||||
|
*** | - indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission |
| Document Name: reportYYMMDDaaaaaa.txt (YYMMDD means the date of submission; aaaaaa means number of records, unit of number of users: hu); no blank left, 0 for absence of numerical value; || to separate data. | |
| Field: |
Field Location | Data Meaning | Data Length | ||
1
|
Name of User | 10 digit | ||
2
|
Type of User | 8 digit | ||
3
|
Service Starting Date | 8 digit | ||
4
|
Service Ending Date | 8 digit | ||
5
|
Information Product | 20 digit | ||
6
|
Method of Information Use | 20 digit | ||
7
|
Contact Address | 50 digit | ||
8
|
Contract Telephone | 15 digit |
Party A: Shanghai Stock Exchange Information
|
Party B: Fortune Software (Beijing) Co., Ltd. | |||
Network Co., Ltd.
|
||||
|
||||
(Signature or Seal) /s/
|
(Signature or Seal) /s/ | |||
|
||||
[COMPANY SEAL]
|
[COMPANY SEAL] | |||
|
||||
Date of Execution:
|
Date of Execution: |
*** | - indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission |
1. |
Party B acknowledges that the Plus Information belongs to Party A, and it shall actively
safeguard Party As legal rights and interests in its operational activities.
|
|
2. |
Party A shall, using its best efforts, procure the completeness, timeliness and accuracy of
the Plus Information, and shall assist Party B in solving technique or business problems in
the process of receiving the Plus Information.
|
|
3. |
Party B undertakes to manage the Plus Information subject to Party As authorized method and
scope, and for the authorized purpose only. Unless otherwise permitted by Party A, Party B
shall not distribute the Plus Information to a third party, neither shall it use the Plus
Information for illegal purpose or for purposes other than the authorized ones.
|
|
4. |
Party A shall actively safeguard fair trading in the market place to procure a sound
operational environment. It shall crack down the counterfeit behaviors or any misconduct in
connection with the use of the Plus Information.
|
|
5. |
Party B consents to abide by the regulations, the detailed rules and other related rulings of
Party A or its subordinate organs, further, Party B shall cooperate with Party A or its
subordinate organs in its supervision or management regarding the related business. Provided
Party B violates the related rulings and refuses to correct such default act, Party A is
entitled to terminate sending through the Plus Information, and Party B shall be responsible
for all the consequences hereto incurred.
|
|
6. |
The Parties agree to hold Party A harmless against all commercial risks occurred in
connection with Party Bs operating the Plus Information, and against risks that might be
incurred in connection with the use of the Plus Information by Party B or its customers. Party
A shall actively assist Party B in settling the aforesaid disputes.
|
|
7. |
Under the circumstances that the Plus Information has any omit, mistake, leakage, delay or
breakdown for whatever reasons, Party B shall actively assist Party A in solving the aforesaid
events and eliminating the adverse effect hereto occurred and imposed thereby on Party A.
|
8. |
From the date this Agreement is executed till a time requested by Party A, Party B shall sign
up a definite Proprietary Information License Agreement with Shenzhen Stock Exchange to
procure a
full License. Otherwise, Party A is entitled to terminate this Agreement and bears no legal
liability.
|
|
9. |
Any dispute arising from the performance of this Agreement shall be resolved through amicable
negotiation. Provided that the dispute can not be resolved through the aforesaid means, either
Party may submit such dispute to the South Branch of China International Economic and Trade
Arbitration Commission for arbitration.
|
|
10. |
This Agreement is executed in four counterparts with each party holding two copies, all the
copies are equally authentic. This Agreement comes into effect on the date it is signed and
stamped by the Parties, and will continue to be in force till the end of the probation period.
|
(1) |
HKEx INFORMATION SERVICES LIMITED
whose registered office is situated at 12th
Floor, One International Finance Centre, 1 Harbour View Street, Central, Hong Kong
(HKEx-IS)
; and
|
(2) |
The person whose name and address is set out in Schedule 1 hereto
(the
Company)
.
|
(A) |
HKEx-IS is a direct wholly-owned subsidiary of The Stock Exchange of Hong Kong
Limited and an indirect wholly owned subsidiary of Hong Kong Exchanges and Clearing
Limited.
|
(B) |
It has been agreed that HKEx-IS will grant to the Company a non-exclusive licence
to use the Basic Information, for the period and upon the terms and conditions
hereinafter appearing.
|
1 |
Interpretation
|
|
In this Agreement, unless otherwise expressed or required by the
context, the following expressions shall have the following meanings:-
|
Expressions | Meanings | |
Agreement | this agreement together with any subsequent modifications thereto agreed in writing by the parties. | |
Basic Information | information as defined by HKEx-IS pursuant to this Agreement and more specifically stated in Schedule 4. |
*** | - indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission |
Expressions | Meanings | |
CPM | cost per thousand Impressions. An impression is a single appearance of an advertisement on a web page. Each time an advertisement loads onto a Viewers screen, the advertisement server counts that loading as one impression. | |
Designated Website | a website which is designated to provide the Service, and which, in the case of the Company shall be that set out in paragraph 1 of Schedule 2. | |
Exchange | The Stock Exchange of Hong Kong Limited whose registered office is at 12th Floor, One International Finance Centre, 1 Harbour View Street, Central, Hong Kong. | |
Fees | the Revenue Sharing Fee or Fixed Fee and any other fees payable by the Company to HKEx-IS under this Agreement. | |
Fixed Fee | the fee to be paid by the Company to HKEx-IS pursuant to paragraph 2 of Schedule 3. | |
HKEx | Hong Kong Exchanges and Clearing Limited. | |
HKEx Group | HKEx and its subsidiaries. | |
HKEx Website | the official website of HKEx with Uniform Resource Locator (URL) www.hkex.com.hk. | |
HKFE | Hong Kong Futures Exchange Limited. | |
Hong Kong | the Hong Kong Special Administrative Region of the Peoples Republic of China. | |
Information | information which is compiled by the Exchange and/or directly or indirectly provided by HKEx-IS pursuant to this Agreement, and from which the Basic Information is to be processed. |
*** | - indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission |
Expressions | Meanings | |
Information Provider | the third party source of Information specified in Schedule 1 from which the Company is authorized by HKEx-IS to receive Information for the purposes of this Agreement. | |
Initial Transmission Method | the method of transmission of the Information as notified in writing to the Company by HKEx-IS prior to the Soft Launch Date. | |
Mainland | the Peoples Republic of China except Hong Kong, Macau and Taiwan. | |
Monthly Report | a statement as defined in clause 5.1 | |
Off Market | a trading floor or dealing service where (a) trading in Securities listed on the Stock Exchange or of a type capable of being so listed or (b) any other Securities relating to Securities described at (a) above is being undertaken otherwise than at or through the Stock Exchange. | |
Official Launch Date | the official launch date specified in Schedule 1 to this Agreement, being the date from which the Revenue Sharing Fee becomes payable. | |
Original Service Providers | the Service Providers referred to in clause 2.2, and any Service Provider appointed by HKEx-IS to replace any of the Original Service Providers. | |
Permitted Purpose | the purposes for which the Company may use the Basic Information, as described in this Agreement, and as more particularly set out in the Memorandum of Permitted Purpose in Schedule 2 to this Agreement. | |
Quarter | the quarters of each year ending on 31 st March, 30 th June, 30 th September and 31 st December. | |
Revenue Sharing Fee | the fee to be paid by the Company to HKEx-IS pursuant to paragraph 1 of Schedule 3 to this Agreement. |
*** | - indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission |
Expressions | Meanings | |
Securities | the same meaning as defined in section 1 of Part 1 of Schedule 1 to the Securities and Futures Ordinance (Cap.571). | |
Service | the provision of free real-time Basic Information within the scope of the Permitted Purpose. | |
Service Providers | companies appointed by HKEx-IS to provide the Service on their respective Designated Websites. | |
Soft Launch Date | the soft launch date specified in Schedule 1 to this Agreement. | |
Stock Exchange | a stock market operated by the Exchange. | |
Viewer | any person who is viewing or accessing Basic Information under the Service provided by the Company. | |
WAP | Wireless Application Protocol. | |
Website Report | a statement as defined in clauses 5.1.1. |
2. |
Licence
|
2.1 |
HKEx-IS hereby grants to the Company a non-exclusive licence to use the Basic Information for
the Permitted Purpose according to the terms set out in this Agreement.
|
2.2 |
HKEx-IS confirms that during the period of twelve months from the Soft Launch Date, HKEx-IS
intends to appoint no more than six Service Providers, including no more than three Hong Kong
Service Providers and no more than three Mainland Service Providers, as the Original Service
Providers to provide the Service. For the avoidance of doubt, a Service Provider is
considered as a Hong Kong Service Provider if over 50% of its website traffic comes from Hong
Kong and a Service Provider is considered as a Mainland Service Provider if over 50% of its
website traffic comes from the Mainland.
|
2.3 |
Notwithstanding clause 2.2 and without prejudice to clause 6.1 of this Agreement, the HKEx
Group shall at any time be free to:-
|
2.3.1 |
grant a licence to any other person to provide the Basic Information in such
form and manner other than that specified for the Service, including but not limited
to:-
|
*** | - indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission |
2.3.1.1 |
the provision of real-time Basic Information through applications on
devices such as pagers and mobile phones;
|
2.3.1.2 |
the provision of real-time Basic Information on any website in a language
other than Traditional Chinese, Simplified Chinese or English;
|
2.3.1.3 |
The provision of real-time Basic Information of certain securities by the
issuer of those securities on a website specified by the issuer; and
|
2.3.2 |
provide the Service on the HKEx Website.
|
2.4 |
HKEx-IS acknowledges and agrees that the Company may under and for the purposes of this
Agreement provide the Basic Information in the form or format in which the Basic Information
is supplied directly or indirectly to the Company hereunder or in any other form or format
provided always that the Basic Information is acknowledged as being derived from the Exchange
and its format or editing is in no way misleading as to the nature or content of the Basic
Information.
|
2.5 |
The Company shall ensure that the following disclaimer notice (or a disclaimer notice to
equivalent effect) is conspicuously displayed on its Designated Website so that it is easily
perceptible by Viewers during or immediately prior to each continuous period throughout which
the relevant Viewer has access to the Basic Information:
|
3. |
Transmission of Information
|
3.1 |
During the currency of this Agreement, unless the Company has elected to obtain the
Information or the Basic Information from the Information Provider, HKEx-IS shall procure the
supply of the Information to the Company in the form of electronic signals generated by the
computer system for the time being used by the Exchange. The Company shall effect (complying promptly with HKEx-IS requirements for such connections) two
connections to the Exchanges primary computer information system, and two connections to the
Exchanges backup computer information system, and shall bear the costs of such connections
and of maintaining each such connection. The connection equipment and communication lines to
be installed on the Exchanges premises must be approved in advance by the Exchange.
|
*** | - indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission |
3.2 |
Unless the Company has elected to obtain the Information or the Basic Information from the
Information Provider, the Information shall initially be supplied in accordance with the
Initial Transmission Method but the method of transmission may be changed at any time upon
HKEx-IS giving the Company not less than 30 days written notice thereof. Notwithstanding the
above, Notwithstanding the above, HKEx-IS shall have the right to alter the method of
transmission without prior notice to the Company if required to do so by reasons outside its
control.
|
3.3 |
Unless the Company has elected to obtain the Information or the Basic Information from the
Information Provider, HKEx-IS shall use its best endeavours to ensure that the Information is
provided to the Company on a continuous basis during the trading hours of the Stock Exchange.
|
3.4 |
The Company shall use reasonable endeavours to ensure that the Service on the Designated
Website is reliable, accurate and stable and hence shall plan accordingly on such technical
aspects as the system capacity, resilience, contingency, security and data quality.
|
3.5 |
The Company shall ensure and procure to have proper measures in place to prevent data leakage
and unauthorized dissemination or access of the Information and the Basic Information.
|
3.6 |
The Company shall be responsible for complying with all relevant regulations, governmental or
otherwise, and the obtaining of all relevant licences, governmental or otherwise, relating to
its use of the Information and the Basic Information.
|
4. |
Permitted use of Information
|
4.1 |
The Company may use the Basic Information to provide the Service according to the Permitted
Purpose provided that it pays to HKEx-IS all applicable Fees. It may not disseminate the
Basic Information to any other persons or use it for any other purpose. The Company may only
use the Information to process the Basic Information. Unless otherwise permitted by HKEx-IS,
the Company may not disseminate the Information which is not the Basic Information to any
other persons or use it for any other purpose.
|
*** | - indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission |
4.2 |
The Company shall ensure that access to the homepage of the Designated Website where the
Service is provided shall be via a pre-defined domain or sub-domain with URL as specified in
the Memorandum of Permitted Purpose.
|
4.3 |
The Company shall use reasonable endeavours to provide the Service and to ensure that:-
|
4.3.1 |
any equipment or software used to process the Information is arranged;
|
4.3.2 |
other suitable procedures are in place
|
4.4 |
The Company shall ensure and procure that the provision of the Service shall be on terms
which are in full compliance with the permitted use of the Basic Information as stipulated in
the Permitted Purpose.
|
4.5 |
The Company shall use its best endeavours to ensure no Viewer uses the Basic Information or
any part thereof other than for his or her reference only. If HKEx-IS suspects that a Viewer
is using the Basic Information or any part thereof for any other purpose, HKEx-IS may serve a
written notice on the Company specifying the nature of the suspected misuse and the Company
shall use its best endeavours to stop such misuse by the Viewer.
|
4.6 |
The Company shall not knowingly use the Information or the Basic Information or any part
thereof to establish, maintain or provide or to assist in establishing, maintaining or
providing an Off Market Trading.
|
4.7 |
The Company shall ensure that the Service is offered on its Designated Website in a manner
which is materially the same as that which the Company had previously represented to HKEx-IS.
|
*** | - indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission |
4.8 |
Unless otherwise permitted by HKEx-IS as stated in the Memorandum of Permitted Purpose, the
Company shall not assign or sub-license to any third party the right to use the Basic
Information to provide the Service, nor shall the Company provide the Service on any website
which is registered in the name of or owned by a third party. HKEx-IS shall have absolute
discretion as to the terms on which it agrees to grant of any such permission. Without
prejudice to the foregoing, unless expressly otherwise agreed by HKEx-IS:
|
(i) |
the Company shall ensure that the third party adheres to all applicable restrictions
and obligations imposed on the Company by this Agreement relating to the provision of the
Service, and
|
(ii) |
the Company shall be personally liable hereunder for any breach by such third party of
such restrictions or obligations, so that such breach shall be treated as a breach of this
Agreement.
|
4.9 |
The Company shall comply with such directions as HKEx-IS may reasonably require from time to
time concerning the permitted use of the Information or the Basic Information, provided that
|
4.9.1 |
such directions are incorporated in the Memorandum of Permitted Purpose or are
otherwise given in writing by not less than 3 months notice; and
|
4.9.2 |
at any time during the 30 days following service of such notice, the Company
shall be entitled to terminate this Agreement with effect from the date when the
direction is to be implemented, by giving written notice to HKEx-IS.
|
5. |
Fees and Payment
|
5.1 |
The Company shall provide a statement (a Monthly Report) to HKEx-IS within 15 days of the
end of each calendar month with effect from the month within which the Soft Launch Date falls.
The Monthly Report shall include particulars as follows:-
|
5.1.1 |
a report in relation to sub-paragraphs 1.2 and 1.3 of Schedule 3 generated and
produced by a pre-approved source (a Website Report), from whom the advertisement (ad)
unit servers are hosted for the Designated Website. The content of the Website Report
shall include but shall not be limited to the following items:
|
5.1.1.1 |
the number of ad impressions sold to each advertising client;
|
5.1.1.2 |
the number of ad impressions sold for different CPM rates; and
|
5.1.1.3 |
the number of stock quotes searched or requested for the report month; and
the Website Report shall contain such further information and shall be provided in
such format as HKEx-IS may reasonably require from time to time by giving not less
than 90 days written notice to the Company.
|
*** | - indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission |
5.1.2 |
the Revenue Sharing Fee payable to HKEx-IS for that month pursuant to paragraph 1
of Schedule 3. For the avoidance of doubt, no Revenue Sharing Fee shall be payable by
the Company for the period from the Soft Launch Date up to but excluding the Official
Launch Date.
|
5.2 |
The Company shall maintain complete and accurate records of how the Revenue Sharing Fee
specified in each Monthly Report has been calculated and shall make such records available to
HKEx-IS within 30 days of receiving HKEx-IS written request.
|
5.3 |
The Company acknowledges and permits HKEx-IS to provide the Monthly Reports to the HKEx
Group, including their directors, members of any committee or panel concerned with the affairs
of the HKEx Group, professional advisers, consultants and auditors only on a need-to-know
basis and, if required to do so by the Securities and Futures Commission, to the Securities
and Futures Commission.
|
5.4 |
HKEx-IS reserves the right to audit the books and records of the Company by not more than
once every twelve-month period from the Official Launch Date and once within six months after
the termination of this Agreement in relation to the provision of the Service and the
corresponding revenue generation records either itself or by its authorized agents. The
Company shall, upon receiving HKEx-IS written request, permit and/or (if so requested)
procure that HKEx-IS may inspect promptly thereafter the premises and records of the Company
for the purpose of satisfying HKEx-IS by whatever proofs HKEx-IS may reasonably require that
the Fees are being properly accounted for and/or that the Company is using the Basic
Information for the Permitted Purpose only and is not using the Information or Basic
Information contrary to the provisions of clause 4, provided always that the Company shall not
be obliged to make and/or procure such inspection to take place more than once every
twelve-month period during and once within six months after the termination of this Agreement.
HKEx-IS will bear its costs (including internal management time and expenses) of each
inspection, unless the inspection establishes that HKEx-IS has been underpaid by 5% or more of
the amount actually paid in respect of overall payment for the period under inspection in
which case the Company will bear such costs. For the avoidance of doubt, such underpayment
shall be deemed to have been payable with effect from the due date for payment of the Fees
payable for the relevant month.
|
5.5 |
During the currency of this Agreement, the Company shall pay the Fees to HKEx-IS pursuant to
Schedule 3 to this Agreement. The Fees payable to HKEx-IS shall be net of any taxes and must
be paid without any deduction whatsoever (i.e. the amount stated is the amount to be received
by HKEx-IS after payment of any withholding taxes). The Company shall be responsible for all
costs, disbursements and expenses that may be incurred or payable by the Company and all applicable sales, withholding and other taxes,
levies, duties or other charges of whatever nature that may be imposed by any jurisdiction,
department, agency, state or relevant tax authority in respect of the Company providing the
Service on the Designated Website or otherwise in connection with this Agreement.
|
*** | - indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission |
5.6 |
If the Company is late in paying any sums due to HKEx-IS under this Agreement by more than 30
days, interest shall be payable on such sums calculated from the date such sums first become
due in respect of each month or part thereof for which they are not paid at a rate of 40% per
annum.
|
5.7 |
Where an inspection is made pursuant to clauses 5.4 and HKEx-IS in consequence is of the
opinion that HKEx-IS has been underpaid by 5% or more of the relevant Fees, the Company shall,
upon receiving HKEx-IS written request, permit and/or if so requested procure such further
inspections by HKEx-IS as HKEx-IS considers necessary to determine the proper basis on which
those Fees should have been accounted.
|
6. |
Appointment of Additional Service Provider(s)
|
6.1 |
Notwithstanding clause 2.2 above, the HKEx Group shall have the right to appoint new
Service Providers in addition to the Original Service Providers:
|
6.1.1 |
at any time when the HKEx Group receives any requests or instructions from
the Hong Kong government or any relevant regulator to introduce new Service Providers;
or
|
6.1.2 |
at any time after twelve months from the Soft Launch Date.
|
6.2 |
If the HKEx Group appoints any new Service Provider in addition to the Original Service
Providers by virtue of clause 6.1:-
|
6.2.1 |
on terms more favorable than those applicable to the Original Service Providers, HKEx-IS
undertakes to extend such terms to the Original Service Providers; and
|
6.2.2 |
paragraph 1 of Schedule 3 shall be replaced by the Fixed Fee provision set out in paragraph
2 of Schedule 3 with effect from the commencement date on which any new Service Provider is
allowed to provide the Service; and
|
6.2.3 |
with effect from the commencement date on which any new Service Provider is allowed to
provide the Service, the Company shall only be obliged to include the item specified in clause
5.1.1.3 in its Monthly Reports; and
|
6.2.4 |
paragraph 13.2 of the Memorandum of Permitted Purpose shall cease to apply with effect from
the commencement date on which any new Service Provider is allowed to provide
the Service on its Designated Website.
|
*** | - indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission |
7 |
Marketing and Promotion
|
7.1 |
In offering the Service on its Designated Website, the Company shall, so far as is
reasonably practicable, ensure that the following objectives are accomplished: (i) increase
market transparency, (ii) raise the Hong Kong market profile in the Mainland, and (iii)
explore a new revenue stream.
|
7.2 |
The Company shall provide a marketing plan to HKEx-IS as specified in Schedule 5 to this
Agreement and shall adhere to such marketing plan. The marketing plan shall include all
marketing activities planned (with respective schedule and budget) in relation to the
promotion of the Service on the Designated Website during the tenure of this Agreement. The
Company shall provide a status report to HKEx-IS within 30 days of the end of twelve months
from the Official Launch Date. The status report shall contain information on the marketing
activities conducted (with launch dates and expenses) from the date of this Agreement. The
Company may revise the marketing plan after twelve months from the Official Launch Date by
giving HKEx-IS not less than 30 days prior written notice. HKEx-IS may, at any time after
receiving such notice, issue a revised Schedule 5 to this Agreement and shall replace any then
existing Schedule 5 with effect from its date of issue by HKEx-IS.
|
7.3 |
If the Company provides the Service or markets or promotes the Service in a form or manner
which in HKEx-IS opinion is inconsistent with, contrary to or in conflict with clause 7.1
above, HKEx-IS may request the Company to provide, market or promote the Service in such form
or manner as HKEx-IS may reasonably require by giving not less than 30 days written notice.
|
7.4 |
The Company shall have in place adequate censorship policy to prevent undesired content or
advertisements on the Designated Website. HKEx-IS may require the Company to remove
inappropriate content or advertisements from the Designated Website by giving not less than
two days written notice.
|
7.5 |
The Company shall provide prominent credits to the HKEx Group in accordance with paragraph 14
of Schedule 2 of this Agreement. the Company shall not make any other reference to HKEx, the
Exchange, HKEx-IS or the HKEx Group unless otherwise approved in advance by HKEx-IS in
writing.
|
8. |
Termination
|
8.1 |
Subject to early termination of this Agreement by the parties pursuant to this clause 8 or
clause 4.9, this Agreement shall expire on 31 December 2011. For the duration of this
Agreement, either party shall be entitled without stating a reason to terminate this Agreement by giving not less than six complete calendar months prior notice of termination
in writing to the other party.
|
*** | - indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission |
8.2 |
Either party shall be entitled to terminate this Agreement forthwith by written notice (and
thereupon the provision of the Information to Company may cease) upon the occurrence of any of
the following events:-
|
8.2.1 |
in the case of the other party being an individual or a partnership, the death
or bankruptcy of the other party or any partner thereof, or a receiving order or
judgment or levy being made against any assets of the other party or any partner
thereof, or the other party or any partner thereof having entered into any composition
with any of his or her creditors or the dissolution of the partnership; or
|
8.2.2 |
in the case of the other party being a corporation, the commencement of
winding-up of the other party, or a receiver having been appointed over or judgment or
levy being made against any assets of the other party, or the other party having entered
into any scheme, arrangement or composition with any of its creditors; or
|
8.2.3 |
the other party having committed any irremediable breach of this Agreement or,
the terminating party having given written notice to the other party to remedy any
breach or default, the other party shall have failed to do so within 30 days of such
notice.
|
8.3 |
The Company shall be entitled to terminate this Agreement forthwith by written notice if for
any reason the Information is not supplied to the Company (if the Company has elected to
obtain the Information from HKEx-IS directly) for a period in excess of 10 consecutive working
days on which the Stock Exchange is open for the business of trading in Securities. HKEx-IS
shall be entitled to terminate this Agreement forthwith by written notice if it has reason to
believe that the Company has not been fully providing the Service for a period in excess of 30
consecutive working days at any time after the Official Launch Date.
|
8.4 |
The Company shall immediately inform HKEx-IS by notice in writing upon the occurrence of one
or more of the events described in sub-clause 8.2.1 or 8.2.2 above.
|
8.5 |
Upon termination of this Agreement for any reason, the Company shall pay HKEx-IS all arrears
of payments and any other sums due under the terms of this Agreement within 90 days of
termination.
|
8.6 |
Upon termination of this Agreement, HKEx-IS shall have the absolute right to terminate the
transmission of the Information with immediate effect and the Company shall forthwith cease to
use the Information or the Basic Information.
|
*** | - indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission |
8.7 |
The termination of this Agreement for any reason shall be without prejudice to any rights or
obligations which shall have accrued or become due prior to the date of termination.
|
8.8 |
Without prejudice to HKEx-IS right under clause 8.2, HKEx-IS shall further be entitled to
forthwith terminate this Agreement or suspend its performance of all or any obligations under
it at any time and without liability for compensation or damages in the following
circumstances:
|
8.8.1 |
the Company fails to comply in any material aspect with any of its express or
implied obligations under this Agreement; or
|
8.8.2 |
any Market Datafeed Service (MDF) Agreement between HKEx-IS and the Company is
terminated pursuant to clause 6.2.3 of the MDF Agreement; or
|
8.8.3 |
any Standard Options Information Service (Options) Agreement between HKEx-IS and the
Company is terminated pursuant to 6.2.3 of the Options Agreement; or
|
8.8.4 |
any Issuer Information Feed Service (IIS) Agreement between HKEx-IS and the Company is
terminated pursuant to 7.3 of the IIS Agreement; or
|
8.8.5 |
any Price Reporting Agreement (PRS) between HKFE and the Company is terminated pursuant
to clause 9.1(a) of the PRS Agreement.
|
8.9 |
Clauses 9 and 11 shall survive notwithstanding termination of this Agreement.
|
9. |
Exclusion of Liability and Indemnity
|
9.1 |
If Information is not transmitted to the Company for a continuous period of not less than 10
consecutive working days where such non-transmission is due to the fault of HKEx-IS, HKEx-IS
shall be liable to compensate the Company for loss arising from such non-transmission, but its
liability shall be limited to the amount of the Revenue Sharing Fee or Fixed Fee as the case
may be payable by the Company in respect of that period (reduced pro-rata if the Revenue
Sharing Fee or the Fixed Fee is payable in respect of a longer period).
|
9.2 |
Except as expressly mentioned under clause 9.1 above, neither HKEx-IS nor any other member of
the HKEx Group shall be liable to the Company or any person claiming through the Company in
respect of consequential, economic or any other loss or damage arising from any act or
omission, mistake, delay, interruption, whether wilful, negligent or otherwise, arising
directly or indirectly from or in connection with (a) the collection, use or transmission of
the Information or Basic Information by or to the Company or (b) the Information or Basic
Information being inaccurate, incomplete or otherwise misleading or (c) any other services to
be provided by them pursuant to this Agreement or any other matter contemplated under this Agreement. Further, the Company undertakes not to institute or
attempt or threaten to institute any proceedings in any jurisdiction in or outside Hong Kong
against HKEx-IS or any other member of the HKEx Group for recovery of any of the aforesaid
loss or damage suffered by the Company or by any other person or otherwise to maintain any
claim against HKEx-IS or any other member of the HKEx Group for or in respect of any of the
aforesaid loss or damage.
|
*** | - indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission |
9.3 |
Subject to clause 9.1 above, the Company will at all times hereafter indemnify and keep
HKEx-IS and the HKEx Group effectively indemnified against and in respect of all liabilities,
economic or other losses, damages, costs, claims, suits, demands, fees and expenses of
whatsoever nature which may be incurred by HKEx-IS or any other member of the HKEx Group
towards or in relation to any person or which may be taken, made or claimed against HKEx-IS or
any other member of the HKEx Group by any person as a result of or in connection with or
arising out of any act, omission, mistake, delay or interruption, on the part of the Company,
HKEx-IS or any other member of the HKEx Group, whether wilful, negligent or otherwise, in
relation to this Agreement, including (without prejudice to the generality of the foregoing)
acts or omissions in respect of or in connection with or arising out of the collection, use or
transmission of the Information or Basic Information by or to the Company or arising from the
Information or Basic Information being inaccurate, incomplete or otherwise misleading.
|
9.4 |
For the purposes of this clause, HKEx-IS contracts as agent for each other member of the HKEx
Group, and the Company agrees to said exclusion of liability and indemnity in favour of the
HKEx Group.
|
10. |
Notices
|
10.1 |
Any notice or other document to be given or served hereunder may be delivered by hand or sent
by pre-paid post or facsimile transmission to the party to be served at its address stated
herein or at such other address as that party shall have notified the other in accordance with
this Agreement.
|
10.2 |
Any such notice or document shall be deemed to have been served:-
|
10.2.1 |
if delivered by hand, at the time of delivery; or
|
10.2.2 |
if posted, at the expiration of seven days after the postage pre-paid envelope
containing the same shall have been put into the post; or
|
10.2.3 |
if sent by facsimile transmission, at the expiration of 12 hours after the same shall
have been despatched.
|
*** | - indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission |
10.3 |
In proving such service it shall be sufficient to prove that delivery was made or that the
envelope containing such notice or document was properly addressed and posted or that the
facsimile transmission was properly addressed and despatched as the case may be.
|
11. |
Proprietary Rights
|
11.1 |
The Company hereby acknowledges that it has no entitlement to any proprietary rights
including without limitation rights of copyright in and to the Information or the Basic
Information or the presentation of the Information or Basic Information, which rights are
owned by the Exchange or by other third parties. As regards rights owned by the Exchange, the
Company acknowledges that the Exchange has authorized HKEx-IS only to supply the Information
by way of this Agreement and HKEx-IS warrants that it has obtained such authorization.
|
11.2 |
Except otherwise provided for under clause 2.4 or 7.5 of this Agreement, the Company shall
not quote the name of HKEx or any member of the HKEx Group or reproduce the logo or any other
marks of HKEx or any member of the HKEx Group in any form or medium, including in connection
with literature of an advertising nature, without HKEx-IS prior written consent.
|
11.3 |
The Company shall at all times treat the Information and any information ancillary thereto
obtained pursuant to this Agreement as confidential and shall not disclose such information to
any third party.
|
11.4 |
The Company shall forthwith upon suspecting any infringement of such rights as are described
in this clause notify HKEx-IS and thereafter provide such assistance as HKEx-IS or the
Exchange may reasonably request to protect such rights.
|
12. |
Amendments, Waivers and Enforceability
|
12.2 |
No waiver or indulgence by any party to this Agreement shall be binding unless in writing and
in any event no waiver of one breach of any term or condition of this Agreement shall operate
as a continuing waiver unless so expressed nor operate as a waiver of another breach of the
same or any other term or condition of this Agreement.
|
12.3 |
In the event that any provision in this Agreement is for any reason held to be unenforceable,
illegal or otherwise invalid, this shall not affect any other provisions of this Agreement,
and the provision in question shall be construed in such reasonable manner as achieves the
intention of the parties without being invalid.
|
*** | - indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission |
13. |
Entire Agreement
|
14. |
Governing Law
|
14.1 |
This Agreement shall be governed by and construed in accordance with the laws of Hong Kong
whose courts shall have non-exclusive jurisdiction in relation thereto.
|
14.2 |
Unless the Company is a company incorporated under the Companies Ordinance (Chapter 32 of
the Laws of Hong Kong) or a company registered under Part XI of that Ordinance, in which case
this clause 14.2 shall not apply, the Company hereby irrevocably appoints the person whose
name and current address in Hong Kong are set forth in Schedule 1 hereto as its agent to
receive and acknowledge on its behalf service of any writs, summons, order, judgment or other
notice of legal process in Hong Kong. If for any reason the agent named above (or its
successor) no longer serves as agent of the Company for this purpose, the Company shall
promptly appoint a successor agent and notify HKEx-IS thereof. The Company agrees that any
such legal process shall be sufficiently served on it if delivered to such agent for service
at its address for the time being in Hong Kong whether or not such agent gives notice thereof
to the Company.
|
*** | - indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission |
Name | Place of Incorporation | |
|
||
China Finance Online Co., Limited
|
Hong Kong | |
|
||
Registered office (or equivalent) in place of
incorporation or, if registered under Part XI
of the Companies Ordinance, principal place
of business in Hong Kong
|
Address and fax number for notices under clause 10 | |
Room 908, 9/F, Hutchison House
10 Harcourt Road Central Hong Kong |
9/F, Tower C, Corporate
Square, No. 35, Financial Street, Xicheng District, Beijing, China, 100140 |
|
|
Attention: Mr. Alex Xu | |
|
Chief Strategy Officer
|
|
|
Fax No.: (+86) 10 5832 5200 | |
|
||
Name and address of process agent in Hong Kong
|
||
Room 3705-3707, The Center, 99, Queens Road,
|
||
Central, Hong Kong
Attention: James Cheng Fax No: 3900 1708 |
2. |
Name of the Information Provider:
Finet Holdings Limited
|
3. |
Soft Launch Date:
5 October 2009
|
4. |
Official Launch Date:
1 January 2010
|
*** | - indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission |
1. |
Designated Website:
|
|
Domain | : |
jrj.com.cn with URL at
www.jrj.com.cn
Also accessible through: www.jrj.com |
|||
|
||||||
|
Sub-domain(s) | : | with URL at http://hk.jrj.com.cn/bmp |
2. |
The Company shall provide the Service on the Designated Website at least in the following
dedicated languages: Simplified Chinese
|
3. |
The Company shall provide the Service on the Designated Website free of charge to the public
on a snapshot basis only. For the avoidance of doubt, snapshot basis means a Viewer may only
manually request an update of Basic Information of one security per request except as
permitted under paragraph 4 below. Automatic update on flash chart is not allowed for the
purpose of the Service.
|
4. |
The Company shall provide the Service on the Designated Website in accordance with paragraph
3 above except for the following:
|
4.1 |
Lists of top 10 securities by % gainers, % losers, trading volume or turnover
value. The lists of top 10 securities can be shown by (i) all securities, (ii) all
equities, (iii) all equities on the Main Board, (iv) all equities on the Growth
Enterprise Market (GEM), (v) all warrants and (vi) all Callable Bull/Bear
Contracts (CBBC).
|
*** | - indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission |
4.2 |
Charting comparison (with a maximum of 3 securities to be shown
concurrently).
|
4.3 |
Portfolio valuation (with 10 securities at maximum).
|
5. |
The Company shall transmit to Viewers real-time indication with the Basic Information so that
it is conspicuously perceptible during each continuous period throughout which the relevant
Viewer has access to the Basic Information.
|
6. |
The Company shall not require Viewers to register for the Service or for accessing all or
part of the Basic Information on the Designated Website, except for portfolio valuation
service provided in accordance with paragraph 4.3 above.
|
7. |
The Company shall ensure that, so long as it is technically possible to do so, a watermark of
the Companys logo is placed on any graphic chart where the Basic Information is displayed.
|
8. |
The Company shall post an appropriate advisory message on the Designated Website to Viewers
which states that the Service provides basic market information for reference purposes only
and investors are advised to consider if they may need more detailed market information to
facilitate their investment decisions.
|
9. |
In accordance with paragraph 8 above, the Company shall not provide the Service on the
Designated Website to facilitate securities trading and shall not be offered with any
investment game or in such a way that is directly or closely linked to pages with
trading-related activities. For the avoidance of doubt, hyperlinking the webpage(s) that
contain(s) the Service on the Designated Website with the homepage or product introduction
page of the websites of brokers, banks or other trading companies is allowed but direct
linkage to the logon page of an online trading platform is not allowed.
|
10. |
The Company shall provide the Service on the Designated Website with single Internet version
accessible by a standard computers web browser. For the avoidance of doubt, neither WAP nor
any other web version that is tailor-made or dedicated for Internet-access applications on
mobile telecommunications devices is allowed; additional version facilitating other
applications such as instant messaging applications is also prohibited.
|
11. |
The Company shall ensure that any search or inquiry box or command leading to the request for
the Basic Information shall be placed within the Designated Website and the Basic Information
can only be requested by user activation of the search or inquiry box. For the avoidance of
doubt, direct access to request the Basic Information via bookmarks or other hyperlinks
outside the Designated Website should be prevented on a best endeavour basis.
|
*** | - indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission |
12. |
The Company shall have proper hyperlink policy in place so that the Company may stop a
particular website from hyperlinking to the Designated Website if the hyperlinking is found or
suspected to be in contravention of the terms of this Agreement.
|
13. |
The key features and elements of the Service on the Designated Website listed under 13.1,
13.2 and 13.3 below shall be as set forth in Schedule 6 to this Agreement and the Company
shall notify HKEx-IS in writing of any change thereto no later than 14 days after the change
has come into effect. If HKEx-IS regards the change to be contrary to the terms of this
Agreement, HKEx-IS may request the Company to reverse the change and the Company shall comply
with such request within a reasonable period of time, but in any event not later than 7
calendar days from the date of the request.
|
13.1 |
Layout
|
13.2 |
Advertisement positions
|
13.3 |
Additional value-added service
|
14. |
In accordance with clause 7.5 of the Agreement, the Company shall display the standard
description
or Real-time basic market prices of Hong
Kong securities are provided by HKEx Group when providing the Service on its Designated
Website. The Company may also claim to be a Designated Website authorized by the HKEx Group
to provide the Service on or via the Designated Website
or
.
|
*** | - indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission |
1. |
Revenue Sharing Fee
|
1.1 |
The Revenue Sharing Fee payable to HKEx-IS shall be
50%
of the Gross
Advertising Revenue, subject to an annual minimum guaranteed revenue of
***payable to HKEx-IS, whichever is higher, with effective from the Official Launch
Date.
|
1.2 |
For the purpose of calculating the Revenue Sharing Fee payable to HKEx-IS,
Gross Advertising Revenue means advertising revenue after any CPM discount or such
amount stated in the invoice issued by the Company to the advertising clients. For
the avoidance doubt, internal costs, such as sales commission and system costs, shall
not be deducted from the Gross Advertising Revenue.
|
1.3 |
In accordance with paragraph 1.2 above, advertising revenue shall include,
but shall not be limited to, any advertising and sponsorship revenue generated from
the Service on the Designated Website on any trading and non-trading days. For the
avoidance of doubt, advertising revenue generated from any pop-up pages on or
directly linking to the pages with the Service on the Designated Website shall also
be included.
|
1.4 |
The Revenue Sharing Fee for the reporting month shall be paid within 90
days from the due date of the Monthly Report specified in clause 5.1 of this
Agreement.
|
1.5 |
The Company shall settle its outstanding payment for the minimum
guaranteed revenue of the relevant 12-month period together with the revenue-sharing
payment for the twelfth month and the twenty-fourth month from the Official Launch
Date if the total amount of the revenue-sharing payment for that 12-month period is
less than the annual minimum guaranteed revenue payable to HKEx-IS as per paragraph
1.1 above.
|
2. |
Fixed Fee
|
2.1 |
In the event that clause 6.2.2 of this Agreement is triggered, a Fixed
Fee of *** per Quarter shall be payable by the Company to HKEx-IS with effect from
the date the additional Service Provider is allowed to provide the Service.
|
2.2 |
The Fixed Fee shall be payable on or prior to the commencement of the
Quarter to which the Fixed Fee relates. For the avoidance of doubt, if the
effective date of payment of the Fixed Fee for the first Quarter falls on a date
other than the first day of the Quarter, the Fixed Fee will be reduced by one third
for each complete month
elapsed; and thereafter, each Fixed Fee shall be payable on or prior to the
commencement of the Quarter to which that Fixed Fee relates.
|
*** | - indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission |
3. |
Port Fee and One-time Connection Fee
|
|
Unless otherwise approved by HKEx-IS in writing, the Company shall pay to HKEx-IS the Port Fee
and the Connection Fee set forth in sub-paragraph 3.1 below as long as Information is
received from HKEx-IS directly pursuant to clauses 3.1, 3.2 and 3.3 of this Agreement.
|
3.1 |
In addition to the Fees payable pursuant to paragraph 1 or 2 above, a
one-time connection fee of *** and an annual Port Fee in the sum of *** per annum
shall be payable for the 4 connections referred to in clause 3.1 of this Agreement.
This assumes that only one of the connections to the Exchanges primary computer
system is providing live production data at any one time. If at any time during any
Quarter, both connections at the primary system are simultaneously providing the
same live production data, an additional Port Fee at *** per Quarter shall be
payable.
|
3.2 |
The one-time connection fee shall be payable prior to the Soft Launch Date;
and the Port Fee shall be payable on the first business day of each calendar year
(viz. the period from 1 January to 31 December inclusive), provided that if the
initial connection is made on a date other than the first business day of the calendar
year, the Port Fee for the first year shall be payable on or before the date when such
initial connection is made subject to a pro rata reduction for each complete calendar
month elapsed.
|
*** | - indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission |
*** |
- indicates material omitted pursuant to a Confidential Treatment Request and filed separately
with the Securities and Exchange Commission
|
1. |
China Financial Futures Exchange is the owner of the CFFEX Futures Information.
|
2. |
Party B hereto is willing to pay for the use of the CFFEX Futures Information according to
this Agreement (including the appendix).
|
1.1 CFFEX
|
Shall mean China Financial Futures Exchange. | |
|
||
1.2 CFFEX Futures
Information
|
Shall mean any information and data related to futures product traded in CFFEX as well as descriptions in any form conveying all or part of the information and data aforementioned. Futures information includes but not limited to quotes, statistical sources (including but not limited to daily reports of market quotes, monthly reports, and annual reports) and any other information related to market transactions. | |
|
||
1.3 CFFEX Futures Quotes
|
Shall mean real-time, delayed or historical quotes information and data with specific format or structural relationship, generated from the public and collective trading organized by CFFEX, and collected or edited by CFFEX and its subsidiaries, including but not limited to: | |
|
(1) The name and delivery month of the product traded;
|
|
|
(2) The opening prices, the highest and lowest prices, the
closing prices, the current prices, the bid prices, the ask
prices, the pre-settlement prices, the settlement prices and net
changes;
|
|
|
(3) The bid volumes, the ask volumes, the trading volumes, the
positions and the amounts.
|
*** |
- indicates material omitted pursuant to a Confidential Treatment Request and filed separately
with the Securities and Exchange Commission
|
1.4 China Financial
Futures Exchange Futures
Information License
(Short name: the
License)
|
Shall mean the certificates that granted by Party A to Party B licensed Party B to use the CFFEX Futures Information of certain information contents, within certain scope and term and in certain form. | |
|
||
1.5 Authorization
License Fee (Short name:
the License Fee)
|
Shall mean the License Fee received from Party B by Party A for Party As authorization of Party Bs use of CFFEX Futures Information in accordance with this Agreement and the License. | |
|
||
1.6 Information Fee
|
Shall mean information expenses paid by Party B to Party A in accordance with Appendix 2. | |
|
||
1.7 Agreement Fee
|
Shall mean license and information expenses paid by Party B to Party A for Party As authorization of Party Bs use of CFFEX Future Information in accordance with this Agreement and the License. | |
|
||
1.8 End Users
|
Shall mean the users who can use the CFFEX Futures Information provide by Party A but not allowed to provide the information to any third party in any form (including but not limited to licensing, transfer, distribution, copy and transmission). |
*** |
- indicates material omitted pursuant to a Confidential Treatment Request and filed separately
with the Securities and Exchange Commission
|
*** |
- indicates material omitted pursuant to a Confidential Treatment Request and filed separately
with the Securities and Exchange Commission
|
*** |
- indicates material omitted pursuant to a Confidential Treatment Request and filed separately
with the Securities and Exchange Commission
|
*** |
- indicates material omitted pursuant to a Confidential Treatment Request and filed separately
with the Securities and Exchange Commission
|
*** |
- indicates material omitted pursuant to a Confidential Treatment Request and filed separately
with the Securities and Exchange Commission
|
*** |
- indicates material omitted pursuant to a Confidential Treatment Request and filed separately
with the Securities and Exchange Commission
|
*** |
- indicates material omitted pursuant to a Confidential Treatment Request and filed separately
with the Securities and Exchange Commission
|
*** |
- indicates material omitted pursuant to a Confidential Treatment Request and filed separately
with the Securities and Exchange Commission
|
*** |
- indicates material omitted pursuant to a Confidential Treatment Request and filed separately
with the Securities and Exchange Commission
|
|
Licensed Information Content
|
The information content that Party A licensed to Party B is China Financial Futures
Exchanges:
|
ü |
the 5th Type of Real-time Quotes
|
ü |
the 1
st
Type of Layer Real-time Quotes
|
ü |
15-minutes Delayed Market Quotes
|
|
Licensed Transmission Mode
|
ü |
Special-purpose network, such as Internet
|
r |
Wireless
|
ü |
Website
|
r |
Medias such as television, broadcasting, newspaper
|
|
Licensed Business Mode
|
1. |
Licensed Party B to transmit licensed information with the agreed
transmission mode according to the Agreement.
|
2. |
Licensed Party B to make value-added development base on the licensed
information.
|
3. |
If Party B uses website to transmit information, only the quotes
delayed longer than 15 minutes (include 15 minutes) can be transmitted.
|
4. |
______________________________________________________________________
|
* |
Except the licensed scope under this Agreement and the License, Party B
shall not use the Futures Information provided by Party A in any way.
|
|
Licensed Area
|
|
Licensed Mode
|
|
License Validity Period:
From
2010
Year
4
th
Month
16th
Day
to
2011
Year
4
th
Month
16th
Day.
|
Date of Issue of License: | ||
Company of Issue of License: |
*** |
- indicates material omitted pursuant to a Confidential Treatment Request and filed separately
with the Securities and Exchange Commission
|
|
License Fee
|
1. |
Standard of License Fee
|
||
The 5th Type of Real-time Quotes License Fee:
***
|
|||
The 1
st
Type of Real-time Quotes License Fee:
***
|
|||
15-minutes Delayed Market Quotes License Fee:
***
|
2. |
Party B shall Pay to Party A License Fee:
***
|
|
Information Fee
|
1. |
Standard of Information Fee
|
The 5th Type Layers Real-time Quotes License Fee:
***
|
The 1
st
Type of Layer Real-time Quotes License Fee:
***
|
2. |
Party B shall Pay to Party A Information Fee
|
||
Party B shall pay all the information Fee based on the actual number of the terminals
using the information and per (times) the standard of information fee.
|
|
Payment Method
|
1. |
Party B shall make the payment to Party A within 15 working days before the Shanghai
and Shenzhen 300 Stocks Index Futures Contracts go public, the aggregate License Fee under
this Agreement shall amount to
***
(Capital:
***
). The amount shall be
transferred to the account and bank designated by Party A.
|
2. |
During the implementation of the License Agreement, due to Party Bs application to
reduce the licensed information content, change licensed use scope, etc, and with Party As
approval causing Party Bs Licensee Fee payables to Party A is less than the Agreement Fee,
or the Agreement is terminated for whatever reasons (whether or not the Licensed Term is
expired), the Agreement Fee collected by Party A shall not be returned; When Party B
applies to increase the Licensed information content, increase or change the use scope, etc, and with
Party As approval, Party A has right to request Party B advance License Fee and
Information Fee payments to Party A according to Party Bs application, and Party B shall
remit the License Fee and Information Fee in due amount to the account and bank designated
by Party A within 10 working days after receiving Party As approval and payment notice.
|
*** |
- indicates material omitted pursuant to a Confidential Treatment Request and filed separately
with the Securities and Exchange Commission
|
3. |
Within the validity of the License Agreement, Party B shall transfer the
Information Fee payable of the month to the account and bank designated by Party A before
the 7
th
of each month.
|
4. |
Within the validity of the License Agreement, Party B shall transfer the payables of the
year to the account and bank designated by Party A before December the 30
th
of
each year.
|
||
Bank and Account Number Designated by Party A:
|
|||
Bank: China Minsheng bank Shanghai Dongfang Branch
|
|||
Account Name: China Financial Futures Exchange Corporation
|
|||
Account Number: 144758-0230014040000039
|
*** |
- indicates material omitted pursuant to a Confidential Treatment Request and filed separately
with the Securities and Exchange Commission
|
Lessor: |
China National Precision Machinery I&E Corp. Beijing Aerospace CPMIEC Building (hereinafter
referred to as Party A)
|
Party As Representative: | ||
|
||
Party A: China National Precision Machinery I&E Corp. Beijing Aerospace CPMIEC Building
|
||
|
||
Address: No.30 Haidian South Road
|
||
|
||
Telephone: 62626112
|
||
|
||
Bank: Hangtian Branch of Beijing Bank
|
||
|
||
Account No.: 01090372800120111017413
|
Party Bs Representative: | ||||
|
||||
Party B:
|
||||
|
||||
Address:
|
||||
|
||||
Telephone:
|
||||
|
||||
Bank:
|
||||
|
||||
Account No.:
|
Lessor: |
China National Precision Machinery I&E Corp. Beijing Aerospace CPMIEC Building (hereinafter
referred to as Party A)
|
Party As Representative: | ||
|
||
Party A:
China National Precision Machinery I&E Corp. Beijing Aerospace CPMIEC Building
|
||
|
||
Address: No.30 Haidian South Road
|
||
|
||
Telephone: 62626112
|
||
|
||
Bank: Hangtian Branch of Beijing Bank
|
||
|
||
Account No.: 01090372800120111017413
|
Party Bs Representative: | ||||
|
||||
Party B:
|
||||
|
||||
Address:
|
||||
|
||||
Telephone:
|
||||
|
||||
Bank:
|
||||
|
||||
Account No.:
|
Lessor:
|
China National Precision Machinery I&E Corp. Beijing Aerospace CPMIEC Building (hereinafter
referred to as Party A)
|
Lessor:
|
China National Precision Machinery I&E Corp. Beijing Aerospace CPMIEC Building (hereinafter
referred to as Party A)
|
Lessor:
|
China National Precision Machinery I&E Corp. Beijing Aerospace CPMIEC Building (hereinafter
referred to as Party A)
|
1. | Party B intends to rent and Party A agrees to lease the house (herein after referred to as the House, 4 suits in total) that is located at Unit 1125-1136, 11th Floor, Tower 2 of Suntrans Office Building, No.10, Xuanwumenwai Ave, Beijing. The area of the House is 1323.22 square meters (the sketch chart is attached herein). | |
2. | Party B undertakes to Party A to use the House for office purpose only, and it shall not change the said usage of the House without a written consent from Party A within the lease term. |
1. | The term of the lease is 36 months commencing from 20 th May 2009 and ending on 19 th May 2012. | |
Lease Commencement Date: 20 th May 2009. | ||
2. | The free lease period for decoration commences from 20 th May 2009 and ends on 19 th August 2009. Within such decoration period, party B is free from paying rental but shall pay for the property management fee and all the actual charges incurred due to its decoration activity and etc. | |
3. | Party B retains the priority right to rent the House under the circumstances that Party B complies with the Agreement in all aspects within the lease term. Provided Party B intends to renew the lease, it must submit a written request for renewal within 3 months before the original Agreement terminates. If Party B determines not to renew the lease, the contract terminates upon its expiry and Party B shall move out of the House on such expiry date at the latest. Provided Party B fails to move out on time, Party B shall send Party A prior written notice for extension, with Party As consent and without affecting the new leasees entry, the lease term could be extended 30 days accordingly. The rental, property management fee and other charges should be credited upon the actually extended days, but the rental for the extended period should be credited as 120% of the rental under the original contract. |
2
1. | Rental | |
The rental of the House shall be RMB148703.46Yuan per month that is exclusive of electricity, telephone, internet, telephone connection, daily maintenance, parking, property management charges and other paid services. | ||
2. | Term and Payment |
2.1 | Party B shall advance the down payment in an amount equal to one month rental (namely, RMB148703.46Yuan) to Party A within 3 days from the contract takes into effect. | ||
2.2 | Party B shall pay the monthly rental before 7 th every calendar month after the down payment. | ||
2.3 | Party B shall pay the rental on time pursuant to item 1 and 2 herein, an overdue fine in an amount equal to 0.5 of the daily rental shall be imposed by Party A for each delaying day. Should such delay exceeds 30 days and unless otherwise permitted by Party A due to Party Bs certain conditions, Party A is entitled to terminate this contract and reserves the right to claim for compensation of the losses hereby incurred by such unoccupied house. |
1. | The property management fee for the House is RMB32413.50Yuan per month. | |
2. | Party B shall advance the down payment in an amount equal to one months property management fee(RMB 32413.50Yuan) to Party A within 3 days from the contract takes into effect. Party B shall pay the property management fee every month according to the prescribed date provided by the property management company after the down payment. |
3
3. | Party B shall pay the property management fee on time pursuant to the prescription hereunder, an overdue fine in an amount equal to 0.5 of the daily property management fee shall be imposed by Party A or the property management company for each delaying day. Should such delay exceeds 30 days and unless otherwise permitted by Party A due to Party Bs certain conditions, Party A is entitled to terminate this contract and reserves the right to claim for compensation of the losses incurred by such unoccupied house. | |
4. | The property management fee includes charges, provided by the lessor or its authorized property management company, of central air-conditioning, heating, hygiene maintenance over public area(including rubbish disposition but not cover lessees commercial disposal), public facility installation and maintenance, water supply for the public area, electricity and communication services, public liability insurance, other insurance covering fire and construction management risk, remuneration for security personnel and other property management personnel (including engagement fee for any professional when necessary), and the administrative cost of the lessors property management company (including the reasonable remuneration for the property management administrator). For the basic property management service refer to appendix one and such service is subject to corresponding adjustment based on the national laws & regulations and market status). |
1. | The deposit hereunder includes rental deposit and property management deposit. Party B shall advance to Party A, within 3 days after the contract comes into effect to guarantee its fiduciary performance pursuant to the contract and to the management regulations of the property management company, a rental deposit in an amount equal to 3 months rental (namely, RMB446110.38Yuan ) and a property management deposit in an amount equal to 3 months property management fee (namely, RMB 97240.50 Yuan). |
4
2. | Provided Party B violates any clause of this contract or any regulation of the property management company, Party A or the property management company shall urge or notify him. Should Party B fail to carry out its obligations herein or fail to perform as pursuant to the regulations of the property management company, Party A is entitled to deduct part or all of the deposit to set off the losses hereto occurred to Party A and/or the property management company. After Party As such deduction according to the contract and within 3 days after Party B receives a written notice from Party A, Party B shall supplement the deposit difference in due amount provided hereunder. | |
3. | Party A is entitled to terminate the contract in case Party B fails to advance the aforesaid payment or supplement the deposit difference. | |
4. | Party A shall refund the deposit (no interest bearing) to Party B within 15 days after Party B carries out its obligations hereunder without default causes and terminates the lease normally. Should Party B fails to satisfy the below conditions, Party A is entitled to deduct the deposit accordingly based on facts after investigation. |
4.1 | Party B has performed its obligations in all aspects according to the contract. | ||
4.2 | Party B has fully compensated the losses resulting from its default behaviors hereunder or due to the breach of regulations of the property management company, to Party A or to the property management company, or has settled such dispute completely. | ||
4.3 | Party B shall ensure the internal cleanness of the House and its appropriate conditions for leasing. | ||
4.4 | After the contract expires and under the circumstances that Party B has kept the decoration for applicable condition while the House belongs to a sole owner, Party A may exempt Party Bs obligation to restore the House to its original status. Otherwise, Party A is entitled to demand Party B to restore the House to its original status or back to normal use. Should the House Party B has leased belong to more than one owners and he has taken down the diaphragm wall, Party B is obliged to pay for the costs spent on restoring the diaphragm wall. Provided Party B fails to pay for such costs, Party A is entitled to deduct such costs from the deposit. | ||
4.5 | Party B has paid off the electricity, the telephone bill, the internet charges and other paid services. | ||
4.6 | Party B shall not transfer or pledge the relevant voucher of such deposit. |
5
1. | Party B shall bear on its own and submit to the related department all such related fees during the lease term as the electricity, telephone bill, telephone maintenance fee (connection fee, line maintenance and etc.), internet connection, parking, overdue air-conditioning and other paid services. | |
2. | Party B bears no liability to pay for the land utility fee and real estate tax during the lease term. | |
3. | Decoration and management fee: Party B shall pay the decoration management fee and all the other costs hereby incurred from the commencing date of the decoration according to the applicable management regulations of the property management company. (For details refer to appendix two, the explanation of the related cost during the decoration of the office building.) | |
4. | For the charge standards of Suntrans Building refer to the appendix. The property management company has the right to adjust such standards pursuant to the national laws and regulations as well as the relevant price polices. |
6
1. | Delivery of the House: Party A shall deliver the House on Lease Commencement Day as set out hereunder. When Party B takes possession of the house, it shall, in the company of staff from the property security company, conduct on-site inspection on the House, record the electricity meter number and handover the key etc. For the existing status of the apa naked decorate House refer to appendix three the current status of apa naked decorate office units. | |
2. | For safety purpose of the mechanical and electrical system, the construction of such mechanical and electrical system shall be conducted by a designed company appointed by the property security company according to the construction standards. For the construction criteria of the construction of mechanical and electrical system refer to appendix four (installation project illustration of the mechanical and electrical system of the office building unit) and appendix 5(installation and materials of mechanical and electrical system and technique criteria). | |
3. | When conducting the decoration Party B shall abide by the Decoration Notice of the office building unit (see Appendix six). |
1. | In the event that Party A or the property management company or their agency or employee requires to conduct maintenance, security work, fire control, salvation in connection with the House or Suntrans office building or have other management requests, it shall contact Party B in advance for entrance permission before commencing any aforesaid work, and Party B is obliged to offer assistance. Under emergency circumstances when they fail to contact the lessee and/or unrecoverable losses could be caused unless prompt entrance takes places, they could enter into the House directly and take emergency measures whatever necessary, however they should report such event to Party B afterwards in time, Party A and the property management company take no responsibility for any loss hereto incurred. | |
2. | Should Party B does not notify Party A to extend the term in written form within the last 3 months before the contract terminates, Party A is entitled to show the potential lessees around the House at normal work hours within the last 3 months before the lease term expires with a prior notice to Party B, Party B shall provide normal assistance. |
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3. | Party B shall bear a joint liability to Party A or its agency for any direct economic loss resulting from any conduct, negligence and mistake of its contractors, employees or agencies. |
1.1 | During the lease term, Party A is entitled to change the name of Beijing Suntrans Office Building in part or in all. Party B takes no responsibility for any fee incurred hereby but Party A should serve prior written notice before the said changes. | ||
1.2 | Under the circumstances that Party B violates any article hereunder and fails to remedy after receiving the written notice from Party A, Party A is entitled to terminate the House related service( including but not limited to, cease providing the power, cooling& heating and the telecommunication etc. )or take any measure it redeems appropriate, up to Party B corrects his default act and pay off all the fess hereof incurred (including but not limited to the overdue fine). | ||
1.3 | Party A takes no responsibility, unless it is caused by him, for any physical injure or property damage caused to Party B, or to Party Bs staff, employees, agency, visitors and people associated with Party B. | ||
1.4 | During the lease term, Party A is entitled to inspect the House status on an regular basis or at random, but it shall notify Party B in advance and Party B shall offer assistance. | ||
1.5 | Party A has disclosed and Party B has acknowledged that the House has been mortgaged. Provided such mortgage caused direct economic losses to Party B during the lease term, Party A shall take the responsibility and compensate thereof. |
2. | Party As Obligations |
2.1 | Pay the rental and other fees according to the prescribed time and method, comply with and carry out the provisions hereunder. Party A shall not disturb Party Bs normal work within the lease term unless it has special requirement, unrespectable matters beyond Party As authority is not included. |
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2.2 | Party A shall delivery the House in an appropriate status for leasing. | ||
2.3 | Party A shall ensure normal operation of the public facilities in the public area where the House is located. Where malfunction occurs, Party A shall send personnel to repair when receiving notice from Party B unless such repair is caused by other lessees of the House or is of the users liability. Party A bears no responsibility for any facility breakdown within the House unless it is caused by itself. All the provisions of the contract and Party Bs obligation to pay the rental and other fees shall not be affected or impaired thereof. | ||
2.4 | Within the lease term, Party A is obliged to replace the public fixing equipment and facilities that are out of repair, but not including the fixing equipment and the retractable devices that are installed by Party B without Party As permission, nor will Party A replace the public fixing equipment and facilities that are rebuilt, replaced or debugged by Party B arbitrarily. | ||
2.5 | Party A is obliged to ensure the normal operation of all the lifts, the fire extinguishment facility, safety instrument, air conditioning and other instruments of Beijing Suntrans Office Building through its designated property management company, and to provide the services prescribed hereunder on the condition that Party B undertakes its obligations set out herein. | ||
2.6 | Party A is obliged to keep the exterior wall of Beijing Suntrans Office Building clean through its designated property management company, unless such work should be done by the lessees or the users according to laws or regulations. Party A shall ensure the environment hygienism of the public area of the House and keep the sanitary facility in good condition. | ||
2.7 | Conduct all the necessary decoration to the public area of the House when Party A and its agency deems necessary. | ||
2.8 | Provide 24-hour security guard, heating and cooling service per seasonal work day. |
1. | Party Bs Rights |
1.1 | Party B is entitled to use the House on its discretion without party As illegal interference. | ||
1.2 | Party B is entitled to use the free public facilities of the office building reasonably and properly. |
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1.3 | Party B is entitled to propose the corresponding opinions or plans to improve the services provided by Party A or by the property management company under the circumstances that Party B deems that the services has flaw. |
2. | Party Bs Obligations |
2.1 | Fully Pay off the rental, the deposit and other fees as set out herein in time. | ||
2.2 | Party B must abide by all the provisions hereunder, the appendixes to the contract and the rulings of the property management company. | ||
2.3 | Properly use the instrument within the House and at the public area, properly use the public facility, system, instrument and the auxiliary (including but not limited to air-conditioning, heating instrument, fire control device, lighting equipment, cable and electric lines, tunnel of circuit, floor, walls, ceiling, windows and sanitary ware etc. ), not conduct any damages and obliged to keep the aforesaid facilities and area clean. Under the circumstances that damage has been done to the facilities of the aforesaid area or to the public facility, the system, the instrument and its auxiliary (except the wear and tear, the force majeure events), the lessee shall bear the cost for repairing. | ||
2.4 | For the avoidance of exceeded power load beyond standard and when it plans to install indoor electronic instrument due to work request, Party B shall obtain written consent from Party A and the property management company before the installation. Otherwise Party A or the property management company is entitled to issue rectify and reform notice to his conduct, provided Party B fails to carry out such notice, Party A is entitled to terminate the contract unilaterally and confiscate the deposit Party B has advanced. | ||
2.5 | Party B shall not install, alter the facility, the instrument and the space in between, nor shall it place on the House floor any item weight exceeding the planed load (the weight load of the House is 200 kg per square meter). Otherwise Party A or the property management company is entitled to issue rectify and reform notice to his conduct, provided Party B fails to carry out such notice, Party A is entitled to terminate the contract unilaterally and confiscate the deposit Party B has advanced. | ||
2.6 | Party A shall not place on any area of the office building and within the House any dangerous items, including but not limited to weapon, ammunition, saltpeter, powder, kerosene or other items that are flammable and combustible or dangerous. Neither shall it produce, cause or leak any gas that has strong odd smell or might cause environment pollution. |
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2.7 | Party B shall not, within the House or at the public area, produce or store commodities or merchandises, but a small quantity of samples or items for display is allowed provided it is related to Party Bs business and party A has approved it. | ||
2.8 | Party B shall not change the office purpose of the House on its own discretion. Without written consent from Party A or from the property management company, no one is allowed to cook or stay overnight in the unit, etc. (exclusive of heating up the food or making beverage). | ||
2.9 | Within the lease term, Party B must possess valid business certificate, business license, permit or the related certificates required by certain profession issued by related departments or organs of the country, and shall send a copy to Party A for record before its formal entrance. | ||
2.10 | Party B shall not conduct any illegal activities and business, nor shall it carry out activities that might impair or affect Party A or others within the office building. | ||
2.11 | Party B shall not pile up or detain any cargo, furniture, rubbish in the lobby of the office building, on the stairs, in the aisle, or at other public area, it shall not block the aforesaid places or evacuation exit for fire control purpose or affect the use of fire control facility, it shall not host exhibition, distribute promotion items or engage in other business activities occupying the public area, neither shall it conduct auction within the aforesaid area or such unit. | ||
2.12 | Shall not produce any noise affecting others, shakes and harass to third parties, including but not limited to, sound sent from television, radio or other items unless it has been permitted (but the volume should be kept within a scope the lessor allows). | ||
2.13 | Party B shall be responsible on its own for the fire control work, physical and property safety and security within the leased place. | ||
2.14 | Any behavior of people who is associated with Party B as well as use or enter into the House with Party Bs permit should be deemed as Party Bs behavior for which Party B shall bear full liability. | ||
2.15 | Without Party As permission, Party B shall not set up or exhibit any word, logo, advertisement or promotion items etc outside the House or on any part of the office building (including the outer wall, outdoor of the office, or through any window gate or window ). Party B is allowed to display the name and logo of the lessee on the indicator panel (if any) in the lobby of the office building at its own expense. |
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2.16 | Party B shall not proceed or permit others to conduct any activity that leads to the invalidity of the insurance on the office building or might cause such insurance invalid. Under the circumstances that Party B violates this provision, which causes Party A to file the insurance again, Party A is free from paying the insurance fee and other relevant expenses. Should Party Bs violating the said provision lead to the invalidity of the insurance on the office building and Party A thereby could not get the compensation or the insured amount decreases, Party B should compensate Party A for the losses hereof suffered. | ||
2.17 | Party B shall purchase enough and valid property insurance for the property within the House. Party B shall submit a full set of the documents to prove that it has purchased the aforesaid insurance and Party A shall not liable for any physical injure and property damage occurred within the House. | ||
2.18 | Party B undertakes to waive the priority right for purchasing the House. Party A could sell or transfer the House to any third party without Party Bs permission and party B consents that all the rights and obligations of the lessor set out hereunder could be performed by the transferee as the sole party. | ||
2.19 | Unless permitted by Party A, Party B shall not lease, transfer or share the House with others, neither shall it conduct any activity that might impair partys right as the only legal owner of the House. |
1. | In the event that Party A fails to handover the House on lease commencement date without reasonable causes, Party B is entitled to terminate the contract and require refund of all the payments specified hereunder from Party A. | |
2. | Provided Party B fails to pay the rental, all the deposits and the property management fee as prescribed hereunder on time and in due amount, Party A is entitled to terminate the contract and require Party B to pay the rental for period from the commencement date to the termination date (including the rental for free period). Further, Party A reserves the right for compensation, should such default event cause any other damage to Party A. |
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3. | Under the circumstances as following, Party A is entitled to terminate the contract unilaterally and withdraw the House, Party B shall not require a refund of all the deposits it has submitted according to Clause 5 but use it as the default charge. Should such default event cause any other damage to Party A, Party A reserves the right for compensation. |
3.1 | Change the business purpose of the House without Party As consent, sub-lease, transfer or jointly use the House with others, or conduct any other activities that might impair Party As right as the only legal owner of the House. | ||
3.2 | Party B conducts illegal operational activities within the House. | ||
3.3 | Party B could not continue operation due to bankruptcy or liquidation (except merger or winding-up through reconstruction), or its primary item within the House has been sealed up or seized by law enforcement entity. | ||
3.4 | Party B fails to advance the rental, the property management fee and other payment set out hereunder 30 days after they mature. | ||
3.5 | Party B fails to perform its related obligation or violate the related provisions hereunder and does not remedy such default behavior 30 days after Party As written notice. |
4. | Under the circumstances that Party A terminates the contract in advance without written consent from Party B during the lease term, Party A and the property management organ shall refund the leasing deposit in full amount to Party B and shall compensate party B in an amount equal to the deposit. | |
5. | After the contract is terminated, Party B shall move its stuff and items out of the House. Any Party Bs decoration, furniture, device, article, material, equipment or other stuff left in the House upon handover will be deemed as disregarded by Party B. Party A is entitled to dispose such items and Party B shall not claim against Party A and ask for compensation hereof in addition, Party A is entitled to claim from Party B all the costs incurred in connection with elimination, clearance and disposition of the aforesaid items. | |
6. | Under the circumstances that the contact can not be performed due to a force majeure event set out under Clause 13 herein, either party is entitled to terminate the contract. Party A shall refund Party B all the deposits(bearing no interests) set out under Clause 5 herein 15 work days after Party B completes the checking out procedures. |
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1. | Under the circumstances that the contract can not be carried out due to earthquake, typhoon, torrential rain, fire, war, riot, material changes of the national laws & regulations and other unforeseeable force majeure events that both its happening and the effect are beyond the reasonable estimate and control, the party encountering force majeure shall promptly notify the other Party through telegraph, facsimile or other reasonable means, and shall, within 15 days after the occurrence of force majeure, issue proving documents stating the causes why the contract can not be performed in all or in parts with force majeure description provided by the local Public Security Bureau, or stating the causes for extension. The party encountering force majeure shall thereby be exempted from the compensation liability owning to the other party. | |
2. | In the event that the House is unavailable for leasing due to force majeure event or causes other than Party Bs fault, Party A shall promptly revert the House to status available for leasing after it obtains the insurance compensation in full or in part. Provided the House can not be repaired or rebuilt one month after the House is damaged, either Party is entitled to terminate the contract with a written notice issued to the counterparty after the aforesaid term expires. Party B is free from paying rental during the aforesaid term of unavailable leasing. Should part of the House is available for leasing and resume the function for use, Party B is allowed to proceed using that part with consent drawn from the negation between the parties but shall pay the corresponding rental and other fees. |
1. | The establishment, effect, performance and interpretation of this contract and its dispute resolution shall be governed by the laws of P.R.China . | |
2. | Any dispute in connection with the performance of this contract shall be resolved through amicable negotiation between the Parties. Provided such dispute can not be resolved through negotiation, the Parties choose to file a lawsuit to the Peoples Court. | |
3. | The litigation fee and lawyers fee incurred in connection with the dispute of this contract shall be born by the losing Party. |
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1. | In case of any discrepancy between the contract and all the agreements, the memorandums, letters & telephones etc that are signed by the Parties before the execution of this contract, the contract will prevail. | |
2. | Each clause of this contract shall be construed independently. Provided a certain clause becomes invalid by verdict, the legality of the remaining provisions of this contract shall not be affected or impaired thereby. | |
3. | This Contract is signed in 4 counterparts with each Party holding 2 copies, and all the copies are equally authentic. | |
4. | This contract comes into effect upon signing and stamping by the parties. Supplementary agreement shall be executed to address the unsettled matters. All the supplementary agreements, appendixes, attached agreements are unseverable part to this contract and shall have equal legal effect. |
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1. | Party B intends to rent and Party A agrees to lease the house (herein after referred to as the House, 4 suits in total) that is located at Unit 1137-1140 , 11th Floor, Tower 2 of Suntrans Office Building, No.10, Xuanwumenwai Ave, Beijing. The area of the House is 414.78 square meters (the sketch chart is attached herein). | |
2. | Party B undertakes to Party A to use the House for office purpose only, and it shall not change the said usage of the House without a written consent from Party A within the lease term. |
1. | The term of the lease is 36 months commencing from 20 th May 2009 and ending on 19 th May 2012. | |
Lease Commencement Date: 20 th May 2009. | ||
2. | The free lease period for decoration commences from 20 th May 2009 and ends on 19 th August 2009. Within such decoration period, party B is free from paying rental but shall pay for the property management fee and all the actual charges incurred due to its decoration activity and etc. | |
3. | Party B retains the priority right to rent the House under the circumstances that Party B complies with the Agreement in all aspects within the lease term. Provided Party B intends to renew the lease, it must submit a written request for renewal within 3 months before the original Agreement terminates. If Party B determines not to renew the lease, the contract terminates upon its expiry and Party B shall move out of the House on such expiry date at the latest. Provided Party B fails to move out on time, Party B shall send Party A prior written notice for extension, with Party As consent and without affecting the new leasees entry, the lease term could be extended 30 days accordingly. The rental, property management fee and other charges should be credited upon the actually extended days, but the rental for the extended period should be credited as 120% of the rental under the original contract. |
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1. | Rental | |
The rental of the House shall be RMB 46612.98 Yuan per month that is exclusive of electricity, telephone, internet, telephone connection, daily maintenance, parking, property management charges and other paid services. | ||
2. | Term and Payment |
2.1 | Party B shall advance the down payment in an amount equal to one month rental (namely, RMB 46612.98 Yuan) to Party A within 3 days from the contract takes into effect. | ||
2.2 | Party B shall pay the monthly rental before 7 th every calendar month after the down payment. | ||
2.3 | Party B shall pay the rental on time pursuant to item 1 and 2 herein, an overdue fine in an amount equal to 0.5 of the daily rental shall be imposed by Party A for each delaying day. Should such delay exceeds 30 days and unless otherwise permitted by Party A due to Party Bs certain conditions, Party A is entitled to terminate this contract and reserves the right to claim for compensation of the losses hereby incurred by such unoccupied house. |
1. | The property management fee for the House is RMB 10143.00 Yuan per month. | |
2. | Party B shall advance the down payment in an amount equal to one months property management fee(RMB 10143.00 Yuan) to Party A within 3 days from the contract takes into effect. Party B shall pay the property management fee every month according to the prescribed date provided by the property management company after the down payment. |
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3. | Party B shall pay the property management fee on time pursuant to the prescription hereunder, an overdue fine in an amount equal to 0.5 of the daily property management fee shall be imposed by Party A or the property management company for each delaying day. Should such delay exceeds 30 days and unless otherwise permitted by Party A due to Party Bs certain conditions, Party A is entitled to terminate this contract and reserves the right to claim for compensation of the losses incurred by such unoccupied house. | |
4. | The property management fee includes charges, provided by the lessor or its authorized property management company, of central air-conditioning, heating, hygiene maintenance over public area(including rubbish disposition but not cover lessees commercial disposal), public facility installation and maintenance, water supply for the public area, electricity and communication services, public liability insurance, other insurance covering fire and construction management risk, remuneration for security personnel and other property management personnel (including engagement fee for any professional when necessary), and the administrative cost of the lessors property management company (including the reasonable remuneration for the property management administrator). For the basic property management service refer to appendix one and such service is subject to corresponding adjustment based on the national laws & regulations and market status). |
1. | The deposit hereunder includes rental deposit and property management deposit. Party B shall advance to Party A, within 3 days after the contract comes into effect to guarantee its fiduciary performance pursuant to the contract and to the management regulations of the property management company, a rental deposit in an amount equal to 3 months rental (namely, RMB 139838.94Yuan ) and a property management deposit in an amount equal to 3 months property management fee (namely, RMB 30429.00Yuan ). |
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2. | Provided Party B violates any clause of this contract or any regulation of the property management company, Party A or the property management company shall urge or notify him. Should Party B fail to carry out its obligations herein or fail to perform as pursuant to the regulations of the property management company, Party A is entitled to deduct part or all of the deposit to set off the losses hereto occurred to Party A and/or the property management company. After Party As such deduction according to the contract and within 3 days after Party B receives a written notice from Party A, Party B shall supplement the deposit difference in due amount provided hereunder. | |
3. | Party A is entitled to terminate the contract in case Party B fails to advance the aforesaid payment or supplement the deposit difference. | |
4. | Party A shall refund the deposit (no interest bearing) to Party B within 15 days after Party B carries out its obligations hereunder without default causes and terminates the lease normally. Should Party B fails to satisfy the below conditions, Party A is entitled to deduct the deposit accordingly based on facts after investigation. |
4.1 | Party B has performed its obligations in all aspects according to the contract. | ||
4.2 | Party B has fully compensated the losses resulting from its default behaviors hereunder or due to the breach of regulations of the property management company, to Party A or to the property management company, or has settled such dispute completely. | ||
4.3 | Party B shall ensure the internal cleanness of the House and its appropriate conditions for leasing. | ||
4.4 | After the contract expires and under the circumstances that Party B has kept the decoration for applicable condition while the House belongs to a sole owner, Party A may exempt Party Bs obligation to restore the House to its original status. Otherwise, Party A is entitled to demand Party B to restore the House to its original status or back to normal use. Should the House Party B has leased belong to more than one owners and he has taken down the diaphragm wall, Party B is obliged to pay for the costs spent on restoring the diaphragm wall. Provided Party B fails to pay for such costs, Party A is entitled to deduct such costs from the deposit. | ||
4.5 | Party B has paid off the electricity, the telephone bill, the internet charges and other paid services. | ||
4.6 | Party B shall not transfer or pledge the relevant voucher of such deposit. |
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1. | Party B shall bear on its own and submit to the related department all such related fees during the lease term as the electricity, telephone bill, telephone maintenance fee (connection fee, line maintenance and etc.), internet connection, parking, overdue air-conditioning and other paid services. | |
2. | Party B bears no liability to pay for the land utility fee and real estate tax during the lease term. | |
3. | Decoration and management fee: Party B shall pay the decoration management fee and all the other costs hereby incurred from the commencing date of the decoration according to the applicable management regulations of the property management company. (For details refer to appendix two, the explanation of the related cost during the decoration of the office building.) | |
4. | For the charge standards of Suntrans Building refer to the appendix. The property management company has the right to adjust such standards pursuant to the national laws and regulations as well as the relevant price polices. |
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1. | Delivery of the House: Party A shall deliver the House on Lease Commencement Day as set out hereunder. When Party B takes possession of the house, it shall, in the company of staff from the property security company, conduct on-site inspection on the House, record the electricity meter number and handover the key etc. For the existing status of the apa naked decorate House refer to appendix three the current status of apa naked decorate office units. | |
2. | For safety purpose of the mechanical and electrical system, the construction of such mechanical and electrical system shall be conducted by a designed company appointed by the property security company according to the construction standards. For the construction criteria of the construction of mechanical and electrical system refer to appendix four (installation project illustration of the mechanical and electrical system of the office building unit) and appendix 5(installation and materials of mechanical and electrical system and technique criteria). | |
3. | When conducting the decoration Party B shall abide by the Decoration Notice of the office building unit (see Appendix six). |
1. | In the event that Party A or the property management company or their agency or employee requires to conduct maintenance, security work, fire control, salvation in connection with the House or Suntrans office building or have other management requests, it shall contact Party B in advance for entrance permission before commencing any aforesaid work, and Party B is obliged to offer assistance. Under emergency circumstances when they fail to contact the lessee and/or unrecoverable losses could be caused unless prompt entrance takes places, they could enter into the House directly and take emergency measures whatever necessary, however they should report such event to Party B afterwards in time, Party A and the property management company take no responsibility for any loss hereto incurred. |
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2. | Should Party B does not notify Party A to extend the term in written form within the last 3 months before the contract terminates, Party A is entitled to show the potential lessees around the House at normal work hours within the last 3 months before the lease term expires with a prior notice to Party B, Party B shall provide normal assistance. | |
3. | Party B shall bear a joint liability to Party A or its agency for any direct economic loss resulting from any conduct, negligence and mistake of its contractors, employees or agencies. |
1. | Party As Rights |
1.1 | During the lease term, Party A is entitled to change the name of Beijing Suntrans Office Building in part or in all. Party B takes no responsibility for any fee incurred hereby but Party A should serve prior written notice before the said changes. | ||
1.2 | Under the circumstances that Party B violates any article hereunder and fails to remedy after receiving the written notice from Party A, Party A is entitled to terminate the House related service( including but not limited to, cease providing the power, cooling& heating and the telecommunication etc. )or take any measure it redeems appropriate, up to Party B corrects his default act and pay off all the fess hereof incurred (including but not limited to the overdue fine). | ||
1.3 | Party A takes no responsibility, unless it is caused by him, for any physical injure or property damage caused to Party B, or to Party Bs staff, employees, agency, visitors and people associated with Party B. | ||
1.4 | During the lease term, Party A is entitled to inspect the House status on an regular basis or at random, but it shall notify Party B in advance and Party B shall offer assistance. | ||
1.5 | Party A has disclosed and Party B has acknowledged that the House has been mortgaged. Provided such mortgage caused direct economic losses to Party B during the lease term, Party A shall take the responsibility and compensate thereof. |
2. | Party As Obligations |
2.1 | Pay the rental and other fees according to the prescribed time and method, comply with and carry out the provisions hereunder. Party A shall not disturb Party Bs normal work within the lease term unless it has special requirement, unrespectable matters beyond Party As authority is not included. |
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2.2 | Party A shall delivery the House in an appropriate status for leasing. | ||
2.3 | Party A shall ensure normal operation of the public facilities in the public area where the House is located. Where malfunction occurs, Party A shall send personnel to repair when receiving notice from Party B unless such repair is caused by other lessees of the House or is of the users liability. Party A bears no responsibility for any facility breakdown within the House unless it is caused by itself. All the provisions of the contract and Party Bs obligation to pay the rental and other fees shall not be affected or impaired thereof. | ||
2.4 | Within the lease term, Party A is obliged to replace the public fixing equipment and facilities that are out of repair, but not including the fixing equipment and the retractable devices that are installed by Party B without Party As permission, nor will Party A replace the public fixing equipment and facilities that are rebuilt, replaced or debugged by Party B arbitrarily. | ||
2.5 | Party A is obliged to ensure the normal operation of all the lifts, the fire extinguishment facility, safety instrument, air conditioning and other instruments of Beijing Suntrans Office Building through its designated property management company, and to provide the services prescribed hereunder on the condition that Party B undertakes its obligations set out herein. | ||
2.6 | Party A is obliged to keep the exterior wall of Beijing Suntrans Office Building clean through its designated property management company, unless such work should be done by the lessees or the users according to laws or regulations. Party A shall ensure the environment hygienism of the public area of the House and keep the sanitary facility in good condition. | ||
2.7 | Conduct all the necessary decoration to the public area of the House when Party A and its agency deems necessary. | ||
2.8 | Provide 24-hour security guard, heating and cooling service per seasonal work day. |
1. | Party Bs Rights |
1.1 | Party B is entitled to use the House on its discretion without party As illegal interference. | ||
1.2 | Party B is entitled to use the free public facilities of the office building reasonably and properly. |
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1.3 | Party B is entitled to propose the corresponding opinions or plans to improve the services provided by Party A or by the property management company under the circumstances that Party B deems that the services has flaw. |
2. | Party Bs Obligations |
2.1 | Fully Pay off the rental, the deposit and other fees as set out herein in time. | ||
2.2 | Party B must abide by all the provisions hereunder, the appendixes to the contract and the rulings of the property management company. | ||
2.3 | Properly use the instrument within the House and at the public area, properly use the public facility, system, instrument and the auxiliary (including but not limited to air-conditioning, heating instrument, fire control device, lighting equipment, cable and electric lines, tunnel of circuit, floor, walls, ceiling, windows and sanitary ware etc. ), not conduct any damages and obliged to keep the aforesaid facilities and area clean. Under the circumstances that damage has been done to the facilities of the aforesaid area or to the public facility, the system, the instrument and its auxiliary (except the wear and tear, the force majeure events), the lessee shall bear the cost for repairing. | ||
2.4 | For the avoidance of exceeded power load beyond standard and when it plans to install indoor electronic instrument due to work request, Party B shall obtain written consent from Party A and the property management company before the installation. Otherwise Party A or the property management company is entitled to issue rectify and reform notice to his conduct, provided Party B fails to carry out such notice, Party A is entitled to terminate the contract unilaterally and confiscate the deposit Party B has advanced. | ||
2.5 | Party B shall not install, alter the facility, the instrument and the space in between, nor shall it place on the House floor any item weight exceeding the planed load (the weight load of the House is 200 kg per square meter). Otherwise Party A or the property management company is entitled to issue rectify and reform notice to his conduct, provided Party B fails to carry out such notice, Party A is entitled to terminate the contract unilaterally and confiscate the deposit Party B has advanced. | ||
2.6 | Party A shall not place on any area of the office building and within the House any dangerous items, including but not limited to weapon, ammunition, saltpeter, powder, kerosene or other items that are flammable and combustible or dangerous. Neither shall it produce, cause or leak any gas that has strong odd smell or might cause environment pollution. |
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2.7 | Party B shall not, within the House or at the public area, produce or store commodities or merchandises, but a small quantity of samples or items for display is allowed provided it is related to Party Bs business and party A has approved it. | ||
2.8 | Party B shall not change the office purpose of the House on its own discretion. Without written consent from Party A or from the property management company, no one is allowed to cook or stay overnight in the unit, etc. (exclusive of heating up the food or making beverage). | ||
2.9 | Within the lease term, Party B must possess valid business certificate, business license, permit or the related certificates required by certain profession issued by related departments or organs of the country, and shall send a copy to Party A for record before its formal entrance. | ||
2.10 | Party B shall not conduct any illegal activities and business, nor shall it carry out activities that might impair or affect Party A or others within the office building. | ||
2.11 | Party B shall not pile up or detain any cargo, furniture, rubbish in the lobby of the office building, on the stairs, in the aisle, or at other public area, it shall not block the aforesaid places or evacuation exit for fire control purpose or affect the use of fire control facility, it shall not host exhibition, distribute promotion items or engage in other business activities occupying the public area, neither shall it conduct auction within the aforesaid area or such unit. | ||
2.12 | Shall not produce any noise affecting others, shakes and harass to third parties, including but not limited to, sound sent from television, radio or other items unless it has been permitted (but the volume should be kept within a scope the lessor allows). | ||
2.13 | Party B shall be responsible on its own for the fire control work, physical and property safety and security within the leased place. | ||
2.14 | Any behavior of people who is associated with Party B as well as use or enter into the House with Party Bs permit should be deemed as Party Bs behavior for which Party B shall bear full liability. | ||
2.15 | Without Party As permission, Party B shall not set up or exhibit any word, logo, advertisement or promotion items etc outside the House or on any part of the office building (including the outer wall, outdoor of the office, or through any window gate or window ). Party B is allowed to display the name and logo of the lessee on the indicator panel (if any) in the lobby of the office building at its own expense. |
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2.16 | Party B shall not proceed or permit others to conduct any activity that leads to the invalidity of the insurance on the office building or might cause such insurance invalid. Under the circumstances that Party B violates this provision, which causes Party A to file the insurance again, Party A is free from paying the insurance fee and other relevant expenses. Should Party Bs violating the said provision lead to the invalidity of the insurance on the office building and Party A thereby could not get the compensation or the insured amount decreases, Party B should compensate Party A for the losses hereof suffered. | ||
2.17 | Party B shall purchase enough and valid property insurance for the property within the House. Party B shall submit a full set of the documents to prove that it has purchased the aforesaid insurance and Party A shall not liable for any physical injure and property damage occurred within the House. | ||
2.18 | Party B undertakes to waive the priority right for purchasing the House. Party A could sell or transfer the House to any third party without Party Bs permission and party B consents that all the rights and obligations of the lessor set out hereunder could be performed by the transferee as the sole party. | ||
2.19 | Unless permitted by Party A, Party B shall not lease, transfer or share the House with others, neither shall it conduct any activity that might impair partys right as the only legal owner of the House. |
1. | In the event that Party A fails to handover the House on lease commencement date without reasonable causes, Party B is entitled to terminate the contract and require refund of all the payments specified hereunder from Party A. | |
2. | Provided Party B fails to pay the rental, all the deposits and the property management fee as prescribed hereunder on time and in due amount, Party A is entitled to terminate the contract and require Party B to pay the rental for period from the commencement date to the termination date (including the rental for free period). Further, Party A reserves the right for compensation, should such default event cause any other damage to Party A. |
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3. | Under the circumstances as following, Party A is entitled to terminate the contract unilaterally and withdraw the House, Party B shall not require a refund of all the deposits it has submitted according to Clause 5 but use it as the default charge. Should such default event cause any other damage to Party A, Party A reserves the right for compensation. |
3.1 | Change the business purpose of the House without Party As consent, sub-lease, transfer or jointly use the House with others, or conduct any other activities that might impair Party As right as the only legal owner of the House. | ||
3.2 | Party B conducts illegal operational activities within the House. | ||
3.3 | Party B could not continue operation due to bankruptcy or liquidation (except merger or winding-up through reconstruction), or its primary item within the House has been sealed up or seized by law enforcement entity. | ||
3.4 | Party B fails to advance the rental, the property management fee and other payment set out hereunder 30 days after they mature. | ||
3.5 | Party B fails to perform its related obligation or violate the related provisions hereunder and does not remedy such default behavior 30 days after Party As written notice. |
4. | Under the circumstances that Party A terminates the contract in advance without written consent from Party B during the lease term, Party A and the property management organ shall refund the leasing deposit in full amount to Party B and shall compensate party B in an amount equal to the deposit. | |
5. | After the contract is terminated, Party B shall move its stuff and items out of the House. Any Party Bs decoration, furniture, device, article, material, equipment or other stuff left in the House upon handover will be deemed as disregarded by Party B. Party A is entitled to dispose such items and Party B shall not claim against Party A and ask for compensation hereof in addition, Party A is entitled to claim from Party B all the costs incurred in connection with elimination, clearance and disposition of the aforesaid items. | |
6. | Under the circumstances that the contact can not be performed due to a force majeure event set out under Clause 13 herein, either party is entitled to terminate the contract. Party A shall refund Party B all the deposits(bearing no interests) set out under Clause 5 herein 15 work days after Party B completes the checking out procedures. |
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1. | Under the circumstances that the contract can not be carried out due to earthquake, typhoon, torrential rain, fire, war, riot, material changes of the national laws & regulations and other unforeseeable force majeure events that both its happening and the effect are beyond the reasonable estimate and control, the party encountering force majeure shall promptly notify the other Party through telegraph, facsimile or other reasonable means, and shall, within 15 days after the occurrence of force majeure, issue proving documents stating the causes why the contract can not be performed in all or in parts with force majeure description provided by the local Public Security Bureau, or stating the causes for extension. The party encountering force majeure shall thereby be exempted from the compensation liability owning to the other party. | |
2. | In the event that the House is unavailable for leasing due to force majeure event or causes other than Party Bs fault, Party A shall promptly revert the House to status available for leasing after it obtains the insurance compensation in full or in part. Provided the House can not be repaired or rebuilt one month after the House is damaged, either Party is entitled to terminate the contract with a written notice issued to the counterparty after the aforesaid term expires. Party B is free from paying rental during the aforesaid term of unavailable leasing. Should part of the House is available for leasing and resume the function for use, Party B is allowed to proceed using that part with consent drawn from the negation between the parties but shall pay the corresponding rental and other fees. |
1. | The establishment, effect, performance and interpretation of this contract and its dispute resolution shall be governed by the laws of P.R.China . | |
2. | Any dispute in connection with the performance of this contract shall be resolved through amicable negotiation between the Parties. Provided such dispute can not be resolved through negotiation, the Parties choose to file a lawsuit to the Peoples Court. | |
3. | The litigation fee and lawyers fee incurred in connection with the dispute of this contract shall be born by the losing Party. |
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1. | In case of any discrepancy between the contract and all the agreements, the memorandums, letters & telephones etc that are signed by the Parties before the execution of this contract, the contract will prevail. | |
2. | Each clause of this contract shall be construed independently. Provided a certain clause becomes invalid by verdict, the legality of the remaining provisions of this contract shall not be affected or impaired thereby. | |
3. | This Contract is signed in 4 counterparts with each Party holding 2 copies, and all the copies are equally authentic. | |
4. | This contract comes into effect upon signing and stamping by the parties. Supplementary agreement shall be executed to address the unsettled matters. All the supplementary agreements, appendixes, attached agreements are unseverable part to this contract and shall have equal legal effect. |
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1. | Party B intends to rent and Party A agrees to lease the house (herein after referred to as the House, 4 suits in total) that is located at Unit 1141-1144 , 11th Floor, Tower 2 of Suntrans Office Building, No.10, Xuanwumenwai Ave, Beijing. The area of the House is 341.76 square meters (the sketch chart is attached herein). |
2. | Party B undertakes to Party A to use the House for office purpose only, and it shall not change the said usage of the House without a written consent from Party A within the lease term. |
1. | The term of the lease is 36 months commencing from 20th May 2009 and ending on 19th May 2012. Lease Commencement Date: 20th May 2009. |
2. | The free lease period for decoration commences from 20th May 2009 and ends on 19th August 2009. Within such decoration period, party B is free from paying rental but shall pay for the property management fee and all the actual charges incurred due to its decoration activity and etc. |
3. | Party B retains the priority right to rent the House under the circumstances that Party B complies with the Agreement in all aspects within the lease term. Provided Party B intends to renew the lease, it must submit a written request for renewal within 3 months before the original Agreement terminates. If Party B determines not to renew the lease, the contract terminates upon its expiry and Party B shall move out of the House on such expiry date at the latest. Provided Party B fails to move out on time, Party B shall send Party A prior written notice for extension, with Party As consent and without affecting the new leasees entry, the lease term could be extended 30 days accordingly. The rental, property management fee and other charges should be credited upon the actually extended days, but the rental for the extended period should be credited as 120% of the rental under the original contract. |
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1. | Rental |
2. | Term and Payment |
2.1 | Party B shall advance the down payment in an amount equal to one month rental (namely, RMB 38406.99 Yuan) to Party A within 3 days from the contract takes into effect. |
2.2 | Party B shall pay the monthly rental before 7 th every calendar month after the down payment. |
2.3 | Party B shall pay the rental on time pursuant to item 1 and 2 herein, an overdue fine in an amount equal to 0.5 of the daily rental shall be imposed by Party A for each delaying day. Should such delay exceeds 30 days and unless otherwise permitted by Party A due to Party Bs certain conditions, Party A is entitled to terminate this contract and reserves the right to claim for compensation of the losses hereby incurred by such unoccupied house. |
1. | The property management fee for the House is RMB8379.00Yuan per month. |
2. | Party B shall advance the down payment in an amount equal to one months property management fee(RMB8379.00 Yuan) to Party A within 3 days from the contract takes into effect. Party B shall pay the property management fee every month according to the prescribed date provided by the property management company after the down payment. |
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3. | Party B shall pay the property management fee on time pursuant to the prescription hereunder, an overdue fine in an amount equal to 0.5 of the daily property management fee shall be imposed by Party A or the property management company for each delaying day. Should such delay exceeds 30 days and unless otherwise permitted by Party A due to Party Bs certain conditions, Party A is entitled to terminate this contract and reserves the right to claim for compensation of the losses incurred by such unoccupied house. |
4. | The property management fee includes charges, provided by the lessor or its authorized property management company, of central air-conditioning, heating, hygiene maintenance over public area(including rubbish disposition but not cover lessees commercial disposal), public facility installation and maintenance, water supply for the public area, electricity and communication services, public liability insurance, other insurance covering fire and construction management risk, remuneration for security personnel and other property management personnel (including engagement fee for any professional when necessary), and the administrative cost of the lessors property management company (including the reasonable remuneration for the property management administrator). For the basic property management service refer to appendix one and such service is subject to corresponding adjustment based on the national laws & regulations and market status). |
1. | The deposit hereunder includes rental deposit and property management deposit. Party B shall advance to Party A, within 3 days after the contract comes into effect to guarantee its fiduciary performance pursuant to the contract and to the management regulations of the property management company, a rental deposit in an amount equal to 3 months rental (namely, RMB115220.97Yuan ) and a property management deposit in an amount equal to 3 months property management fee (namely, RMB 25137.00Yuan). |
2. | Provided Party B violates any clause of this contract or any regulation of the property management company, Party A or the property management company shall urge or notify him. Should Party B fail to carry out its obligations herein or fail to perform as pursuant to the regulations of the property management company, Party A is entitled to deduct part or all of the deposit to set off the losses hereto occurred to Party A and/or the property management company. After Party As such deduction according to the contract and within 3 days after Party B receives a written notice from Party A, Party B shall supplement the deposit difference in due amount provided hereunder. |
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3. | Party A is entitled to terminate the contract in case Party B fails to advance the aforesaid payment or supplement the deposit difference. |
4. | Party A shall refund the deposit (no interest bearing) to Party B within 15 days after Party B carries out its obligations hereunder without default causes and terminates the lease normally. Should Party B fails to satisfy the below conditions, Party A is entitled to deduct the deposit accordingly based on facts after investigation. |
4.1 | Party B has performed its obligations in all aspects according to the contract. |
4.2 | Party B has fully compensated the losses resulting from its default behaviors hereunder or due to the breach of regulations of the property management company, to Party A or to the property management company, or has settled such dispute completely. |
4.3 | Party B shall ensure the internal cleanness of the House and its appropriate conditions for leasing. |
4.4 | After the contract expires and under the circumstances that Party B has kept the decoration for applicable condition while the House belongs to a sole owner, Party A may exempt Party Bs obligation to restore the House to its original status. Otherwise, Party A is entitled to demand Party B to restore the House to its original status or back to normal use. Should the House Party B has leased belong to more than one owners and he has taken down the diaphragm wall, Party B is obliged to pay for the costs spent on restoring the diaphragm wall. Provided Party B fails to pay for such costs, Party A is entitled to deduct such costs from the deposit. |
4.5 | Party B has paid off the electricity, the telephone bill, the internet charges and other paid services. |
4.6 | Party B shall not transfer or pledge the relevant voucher of such deposit. |
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1. | Party B shall bear on its own and submit to the related department all such related fees during the lease term as the electricity, telephone bill, telephone maintenance fee (connection fee, line maintenance and etc.), internet connection, parking, overdue air-conditioning and other paid services. |
2. | Party B bears no liability to pay for the land utility fee and real estate tax during the lease term. |
3. | Decoration and management fee: Party B shall pay the decoration management fee and all the other costs hereby incurred from the commencing date of the decoration according to the applicable management regulations of the property management company. (For details refer to appendix two, the explanation of the related cost during the decoration of the office building.) |
4. | For the charge standards of Suntrans Building refer to the appendix. The property management company has the right to adjust such standards pursuant to the national laws and regulations as well as the relevant price polices. |
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1. | Delivery of the House: Party A shall deliver the House on Lease Commencement Day as set out hereunder. When Party B takes possession of the house, it shall, in the company of staff from the property security company, conduct on-site inspection on the House, record the electricity meter number and handover the key etc. For the existing status of the apa naked decorate House refer to appendix three the current status of apa naked decorate office units. |
2. | For safety purpose of the mechanical and electrical system, the construction of such mechanical and electrical system shall be conducted by a designed company appointed by the property security company according to the construction standards. For the construction criteria of the construction of mechanical and electrical system refer to appendix four (installation project illustration of the mechanical and electrical system of the office building unit) and appendix 5(installation and materials of mechanical and electrical system and technique criteria). |
3. | When conducting the decoration Party B shall abide by the Decoration Notice of the office building unit (see Appendix six). |
1. | In the event that Party A or the property management company or their agency or employee requires to conduct maintenance, security work, fire control, salvation in connection with the House or Suntrans office building or have other management requests, it shall contact Party B in advance for entrance permission before commencing any aforesaid work, and Party B is obliged to offer assistance. Under emergency circumstances when they fail to contact the lessee and/or unrecoverable losses could be caused unless prompt entrance takes places, they could enter into the House directly and take emergency measures whatever necessary, however they should report such event to Party B afterwards in time, Party A and the property management company take no responsibility for any loss hereto incurred. |
2. | Should Party B does not notify Party A to extend the term in written form within the last 3 months before the contract terminates, Party A is entitled to show the potential lessees around the House at normal work hours within the last 3 months before the lease term expires with a prior notice to Party B, Party B shall provide normal assistance. |
3. | Party B shall bear a joint liability to Party A or its agency for any direct economic loss resulting from any conduct, negligence and mistake of its contractors, employees or agencies. |
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1. | Party As Rights |
1.1 | During the lease term, Party A is entitled to change the name of Beijing Suntrans Office Building in part or in all. Party B takes no responsibility for any fee incurred hereby but Party A should serve prior written notice before the said changes. |
1.2 | Under the circumstances that Party B violates any article hereunder and fails to remedy after receiving the written notice from Party A, Party A is entitled to terminate the House related service( including but not limited to, cease providing the power, cooling& heating and the telecommunication etc. )or take any measure it redeems appropriate, up to Party B corrects his default act and pay off all the fess hereof incurred (including but not limited to the overdue fine). |
1.3 | Party A takes no responsibility, unless it is caused by him, for any physical injure or property damage caused to Party B, or to Party Bs staff, employees, agency, visitors and people associated with Party B. |
1.4 | During the lease term, Party A is entitled to inspect the House status on an regular basis or at random, but it shall notify Party B in advance and Party B shall offer assistance. |
1.5 | Party A has disclosed and Party B has acknowledged that the House has been mortgaged. Provided such mortgage caused direct economic losses to Party B during the lease term, Party A shall take the responsibility and compensate thereof. |
2. | Party As Obligations |
2.1 | Pay the rental and other fees according to the prescribed time and method, comply with and carry out the provisions hereunder. Party A shall not disturb Party Bs normal work within the lease term unless it has special requirement, unrespectable matters beyond Party As authority is not included. |
2.2 | Party A shall delivery the House in an appropriate status for leasing. |
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2.3 | Party A shall ensure normal operation of the public facilities in the public area where the House is located. Where malfunction occurs, Party A shall send personnel to repair when receiving notice from Party B unless such repair is caused by other lessees of the House or is of the users liability. Party A bears no responsibility for any facility breakdown within the House unless it is caused by itself. All the provisions of the contract and Party Bs obligation to pay the rental and other fees shall not be affected or impaired thereof. |
2.4 | Within the lease term, Party A is obliged to replace the public fixing equipment and facilities that are out of repair, but not including the fixing equipment and the retractable devices that are installed by Party B without Party As permission, nor will Party A replace the public fixing equipment and facilities that are rebuilt, replaced or debugged by Party B arbitrarily. |
2.5 | Party A is obliged to ensure the normal operation of all the lifts, the fire extinguishment facility, safety instrument, air conditioning and other instruments of Beijing Suntrans Office Building through its designated property management company, and to provide the services prescribed hereunder on the condition that Party B undertakes its obligations set out herein. |
2.6 | Party A is obliged to keep the exterior wall of Beijing Suntrans Office Building clean through its designated property management company, unless such work should be done by the lessees or the users according to laws or regulations. Party A shall ensure the environment hygienism of the public area of the House and keep the sanitary facility in good condition. |
2.7 | Conduct all the necessary decoration to the public area of the House when Party A and its agency deems necessary. |
2.8 | Provide 24-hour security guard, heating and cooling service per seasonal work day. |
1. | Party Bs Rights |
1.1 | Party B is entitled to use the House on its discretion without party As illegal interference. |
1.2 | Party B is entitled to use the free public facilities of the office building reasonably and properly. |
1.3 | Party B is entitled to propose the corresponding opinions or plans to improve the services provided by Party A or by the property management company under the circumstances that Party B deems that the services has flaw. |
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2. | Party Bs Obligations |
2.1 | Fully Pay off the rental, the deposit and other fees as set out herein in time. |
2.2 | Party B must abide by all the provisions hereunder, the appendixes to the contract and the rulings of the property management company. |
2.3 | Properly use the instrument within the House and at the public area, properly use the public facility, system, instrument and the auxiliary (including but not limited to air-conditioning, heating instrument, fire control device, lighting equipment, cable and electric lines, tunnel of circuit, floor, walls, ceiling, windows and sanitary ware etc. ), not conduct any damages and obliged to keep the aforesaid facilities and area clean. Under the circumstances that damage has been done to the facilities of the aforesaid area or to the public facility, the system, the instrument and its auxiliary (except the wear and tear, the force majeure events), the lessee shall bear the cost for repairing. |
2.4 | For the avoidance of exceeded power load beyond standard and when it plans to install indoor electronic instrument due to work request, Party B shall obtain written consent from Party A and the property management company before the installation. Otherwise Party A or the property management company is entitled to issue rectify and reform notice to his conduct, provided Party B fails to carry out such notice, Party A is entitled to terminate the contract unilaterally and confiscate the deposit Party B has advanced. |
2.5 | Party B shall not install, alter the facility, the instrument and the space in between, nor shall it place on the House floor any item weight exceeding the planed load (the weight load of the House is 200 kg per square meter). Otherwise Party A or the property management company is entitled to issue rectify and reform notice to his conduct, provided Party B fails to carry out such notice, Party A is entitled to terminate the contract unilaterally and confiscate the deposit Party B has advanced. |
2.6 | Party A shall not place on any area of the office building and within the House any dangerous items, including but not limited to weapon, ammunition, saltpeter, powder, kerosene or other items that are flammable and combustible or dangerous. Neither shall it produce, cause or leak any gas that has strong odd smell or might cause environment pollution. |
2.7 | Party B shall not, within the House or at the public area, produce or store commodities or merchandises, but a small quantity of samples or items for display is allowed provided it is related to Party Bs business and party A has approved it. |
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2.8 | Party B shall not change the office purpose of the House on its own discretion. Without written consent from Party A or from the property management company, no one is allowed to cook or stay overnight in the unit, etc. (exclusive of heating up the food or making beverage). |
2.9 | Within the lease term, Party B must possess valid business certificate, business license, permit or the related certificates required by certain profession issued by related departments or organs of the country, and shall send a copy to Party A for record before its formal entrance. |
2.10 | Party B shall not conduct any illegal activities and business, nor shall it carry out activities that might impair or affect Party A or others within the office building. |
2.11 | Party B shall not pile up or detain any cargo, furniture, rubbish in the lobby of the office building, on the stairs, in the aisle, or at other public area, it shall not block the aforesaid places or evacuation exit for fire control purpose or affect the use of fire control facility, it shall not host exhibition, distribute promotion items or engage in other business activities occupying the public area, neither shall it conduct auction within the aforesaid area or such unit. |
2.12 | Shall not produce any noise affecting others, shakes and harass to third parties, including but not limited to, sound sent from television, radio or other items unless it has been permitted (but the volume should be kept within a scope the lessor allows). |
2.13 | Party B shall be responsible on its own for the fire control work, physical and property safety and security within the leased place. |
2.14 | Any behavior of people who is associated with Party B as well as use or enter into the House with Party Bs permit should be deemed as Party Bs behavior for which Party B shall bear full liability. |
2.15 | Without Party As permission, Party B shall not set up or exhibit any word, logo, advertisement or promotion items etc outside the House or on any part of the office building (including the outer wall, outdoor of the office, or through any window gate or window ). Party B is allowed to display the name and logo of the lessee on the indicator panel (if any) in the lobby of the office building at its own expense. |
2.16 | Party B shall not proceed or permit others to conduct any activity that leads to the invalidity of the insurance on the office building or might cause such insurance invalid. Under the circumstances that Party B violates this provision, which causes Party A to file the insurance again, Party A is free from paying the insurance fee and other relevant expenses. Should Party Bs violating the said provision lead to the invalidity of the insurance on the office building and Party A thereby could not get the compensation or the insured amount decreases, Party B should compensate Party A for the losses hereof suffered. |
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2.17 | Party B shall purchase enough and valid property insurance for the property within the House. Party B shall submit a full set of the documents to prove that it has purchased the aforesaid insurance and Party A shall not liable for any physical injure and property damage occurred within the House. |
2.18 | Party B undertakes to waive the priority right for purchasing the House. Party A could sell or transfer the House to any third party without Party Bs permission and party B consents that all the rights and obligations of the lessor set out hereunder could be performed by the transferee as the sole party. |
2.19 | Unless permitted by Party A, Party B shall not lease, transfer or share the House with others, neither shall it conduct any activity that might impair partys right as the only legal owner of the House. |
1. | In the event that Party A fails to handover the House on lease commencement date without reasonable causes, Party B is entitled to terminate the contract and require refund of all the payments specified hereunder from Party A. |
2. | Provided Party B fails to pay the rental, all the deposits and the property management fee as prescribed hereunder on time and in due amount, Party A is entitled to terminate the contract and require Party B to pay the rental for period from the commencement date to the termination date (including the rental for free period). Further, Party A reserves the right for compensation, should such default event cause any other damage to Party A. |
3. | Under the circumstances as following, Party A is entitled to terminate the contract unilaterally and withdraw the House, Party B shall not require a refund of all the deposits it has submitted according to Clause 5 but use it as the default charge. Should such default event cause any other damage to Party A, Party A reserves the right for compensation. |
3.1 | Change the business purpose of the House without Party As consent, sub-lease, transfer or jointly use the House with others, or conduct any other activities that might impair Party As right as the only legal owner of the House. |
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3.2 | Party B conducts illegal operational activities within the House. |
3.3 | Party B could not continue operation due to bankruptcy or liquidation (except merger or winding-up through reconstruction), or its primary item within the House has been sealed up or seized by law enforcement entity. |
3.4 | Party B fails to advance the rental, the property management fee and other payment set out hereunder 30 days after they mature. |
3.5 | Party B fails to perform its related obligation or violate the related provisions hereunder and does not remedy such default behavior 30 days after Party As written notice. |
4. | Under the circumstances that Party A terminates the contract in advance without written consent from Party B during the lease term, Party A and the property management organ shall refund the leasing deposit in full amount to Party B and shall compensate party B in an amount equal to the deposit. |
5. | After the contract is terminated, Party B shall move its stuff and items out of the House. Any Party Bs decoration, furniture, device, article, material, equipment or other stuff left in the House upon handover will be deemed as disregarded by Party B. Party A is entitled to dispose such items and Party B shall not claim against Party A and ask for compensation hereof in addition, Party A is entitled to claim from Party B all the costs incurred in connection with elimination, clearance and disposition of the aforesaid items. |
6. | Under the circumstances that the contact can not be performed due to a force majeure event set out under Clause 13 herein, either party is entitled to terminate the contract. Party A shall refund Party B all the deposits(bearing no interests) set out under Clause 5 herein 15 work days after Party B completes the checking out procedures. |
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1. | Under the circumstances that the contract can not be carried out due to earthquake, typhoon, torrential rain, fire, war, riot, material changes of the national laws & regulations and other unforeseeable force majeure events that both its happening and the effect are beyond the reasonable estimate and control, the party encountering force majeure shall promptly notify the other Party through telegraph, facsimile or other reasonable means, and shall, within 15 days after the occurrence of force majeure, issue proving documents stating the causes why the contract can not be performed in all or in parts with force majeure description provided by the local Public Security Bureau, or stating the causes for extension. The party encountering force majeure shall thereby be exempted from the compensation liability owning to the other party. |
2. | In the event that the House is unavailable for leasing due to force majeure event or causes other than Party Bs fault, Party A shall promptly revert the House to status available for leasing after it obtains the insurance compensation in full or in part. Provided the House can not be repaired or rebuilt one month after the House is damaged, either Party is entitled to terminate the contract with a written notice issued to the counterparty after the aforesaid term expires. Party B is free from paying rental during the aforesaid term of unavailable leasing. Should part of the House is available for leasing and resume the function for use, Party B is allowed to proceed using that part with consent drawn from the negation between the parties but shall pay the corresponding rental and other fees. |
1. | The establishment, effect, performance and interpretation of this contract and its dispute resolution shall be governed by the laws of P.R.China . |
2. | Any dispute in connection with the performance of this contract shall be resolved through amicable negotiation between the Parties. Provided such dispute can not be resolved through negotiation, the Parties choose to file a lawsuit to the Peoples Court. |
3. | The litigation fee and lawyers fee incurred in connection with the dispute of this contract shall be born by the losing Party. |
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1. | In case of any discrepancy between the contract and all the agreements, the memorandums, letters & telephones etc that are signed by the Parties before the execution of this contract, the contract will prevail. |
2. | Each clause of this contract shall be construed independently. Provided a certain clause becomes invalid by verdict, the legality of the remaining provisions of this contract shall not be affected or impaired thereby. |
3. | This Contract is signed in 4 counterparts with each Party holding 2 copies, and all the copies are equally authentic. |
4. | This contract comes into effect upon signing and stamping by the parties. Supplementary agreement shall be executed to address the unsettled matters. All the supplementary agreements, appendixes, attached agreements are unseverable part to this contract and shall have equal legal effect. |
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1. | Party B intends to rent and Party A agrees to lease the house (herein after referred to as the House, 4 suits in total) that is located at Unit 1145-1148, 11th Floor, Tower 2 of Suntrans Office Building, No.10, Xuanwumenwai Ave, Beijing. The area of the House is 566.68 square meters (the sketch chart is attached herein). |
2. | Party B undertakes to Party A to use the House for office purpose only, and it shall not change the said usage of the House without a written consent from Party A within the lease term. |
1. | The term of the lease is 36 months commencing from 20 th May 2009 and ending on 19 th May 2012. | |
Lease Commencement Date: 20 th May 2009. |
2. | The free lease period for decoration commences from 20 th May 2009 and ends on 19 th August 2009. Within such decoration period, party B is free from paying rental but shall pay for the property management fee and all the actual charges incurred due to its decoration activity and etc. |
3. | Party B retains the priority right to rent the House under the circumstances that Party B complies with the Agreement in all aspects within the lease term. Provided Party B intends to renew the lease, it must submit a written request for renewal within 3 months before the original Agreement terminates. If Party B determines not to renew the lease, the contract terminates upon its expiry and Party B shall move out of the House on such expiry date at the latest. Provided Party B fails to move out on time, Party B shall send Party A prior written notice for extension, with Party As consent and without affecting the new leasees entry, the lease term could be extended 30 days accordingly. The rental, property management fee and other charges should be credited upon the actually extended days, but the rental for the extended period should be credited as 120% of the rental under the original contract. |
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1. | Rental |
2. | Term and Payment |
2.1 | Party B shall advance the down payment in an amount equal to one month rental (namely, RMB63683.50 Yuan) to Party A within 3 days from the contract takes into effect. |
2.2 | Party B shall pay the monthly rental before 7 th every calendar month after the down payment. |
2.3 | Party B shall pay the rental on time pursuant to item 1 and 2 herein, an overdue fine in an amount equal to 0.5 of the daily rental shall be imposed by Party A for each delaying day. Should such delay exceeds 30 days and unless otherwise permitted by Party A due to Party Bs certain conditions, Party A is entitled to terminate this contract and reserves the right to claim for compensation of the losses hereby incurred by such unoccupied house. |
1. | The property management fee for the House is RMB 13891.50 Yuan per month. |
2. | Party B shall advance the down payment in an amount equal to one months property management fee(RMB13891.50 Yuan) to Party A within 3 days from the contract takes into effect. Party B shall pay the property management fee every month according to the prescribed date provided by the property management company after the down payment. |
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3. | Party B shall pay the property management fee on time pursuant to the prescription hereunder, an overdue fine in an amount equal to 0.5 of the daily property management fee shall be imposed by Party A or the property management company for each delaying day. Should such delay exceeds 30 days and unless otherwise permitted by Party A due to Party Bs certain conditions, Party A is entitled to terminate this contract and reserves the right to claim for compensation of the losses incurred by such unoccupied house. |
4. | The property management fee includes charges, provided by the lessor or its authorized property management company, of central air-conditioning, heating, hygiene maintenance over public area(including rubbish disposition but not cover lessees commercial disposal), public facility installation and maintenance, water supply for the public area, electricity and communication services, public liability insurance, other insurance covering fire and construction management risk, remuneration for security personnel and other property management personnel (including engagement fee for any professional when necessary), and the administrative cost of the lessors property management company (including the reasonable remuneration for the property management administrator). For the basic property management service refer to appendix one and such service is subject to corresponding adjustment based on the national laws & regulations and market status). |
1. | The deposit hereunder includes rental deposit and property management deposit. Party B shall advance to Party A, within 3 days after the contract comes into effect to guarantee its fiduciary performance pursuant to the contract and to the management regulations of the property management company, a rental deposit in an amount equal to 3 months rental (namely, RMB 191050.50 Yuan ) and a property management deposit in an amount equal to 3 months property management fee (namely, RMB 41674.50 Yuan ). |
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2. | Provided Party B violates any clause of this contract or any regulation of the property management company, Party A or the property management company shall urge or notify him. Should Party B fail to carry out its obligations herein or fail to perform as pursuant to the regulations of the property management company, Party A is entitled to deduct part or all of the deposit to set off the losses hereto occurred to Party A and/or the property management company. After Party As such deduction according to the contract and within 3 days after Party B receives a written notice from Party A, Party B shall supplement the deposit difference in due amount provided hereunder. |
3. | Party A is entitled to terminate the contract in case Party B fails to advance the aforesaid payment or supplement the deposit difference. |
4. | Party A shall refund the deposit (no interest bearing) to Party B within 15 days after Party B carries out its obligations hereunder without default causes and terminates the lease normally. Should Party B fails to satisfy the below conditions, Party A is entitled to deduct the deposit accordingly based on facts after investigation. |
4.1 | Party B has performed its obligations in all aspects according to the contract. |
4.2 | Party B has fully compensated the losses resulting from its default behaviors hereunder or due to the breach of regulations of the property management company, to Party A or to the property management company, or has settled such dispute completely. |
4.3 | Party B shall ensure the internal cleanness of the House and its appropriate conditions for leasing. |
4.4 | After the contract expires and under the circumstances that Party B has kept the decoration for applicable condition while the House belongs to a sole owner, Party A may exempt Party Bs obligation to restore the House to its original status. Otherwise, Party A is entitled to demand Party B to restore the House to its original status or back to normal use. Should the House Party B has leased belong to more than one owners and he has taken down the diaphragm wall, Party B is obliged to pay for the costs spent on restoring the diaphragm wall. Provided Party B fails to pay for such costs, Party A is entitled to deduct such costs from the deposit. |
4.5 | Party B has paid off the electricity, the telephone bill, the internet charges and other paid services. |
4.6 | Party B shall not transfer or pledge the relevant voucher of such deposit. |
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1. | Party B shall bear on its own and submit to the related department all such related fees during the lease term as the electricity, telephone bill, telephone maintenance fee (connection fee, line maintenance and etc.), internet connection, parking, overdue air-conditioning and other paid services. |
2. | Party B bears no liability to pay for the land utility fee and real estate tax during the lease term. |
3. | Decoration and management fee: Party B shall pay the decoration management fee and all the other costs hereby incurred from the commencing date of the decoration according to the applicable management regulations of the property management company. (For details refer to appendix two, the explanation of the related cost during the decoration of the office building.) |
4. | For the charge standards of Suntrans Building refer to the appendix. The property management company has the right to adjust such standards pursuant to the national laws and regulations as well as the relevant price polices. |
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1. | Delivery of the House: Party A shall deliver the House on Lease Commencement Day as set out hereunder. When Party B takes possession of the house, it shall, in the company of staff from the property security company, conduct on-site inspection on the House, record the electricity meter number and handover the key etc. For the existing status of the apa naked decorate House refer to appendix three the current status of apa naked decorate office units. |
2. | For safety purpose of the mechanical and electrical system, the construction of such mechanical and electrical system shall be conducted by a designed company appointed by the property security company according to the construction standards. For the construction criteria of the construction of mechanical and electrical system refer to appendix four (installation project illustration of the mechanical and electrical system of the office building unit) and appendix 5(installation and materials of mechanical and electrical system and technique criteria). |
3. | When conducting the decoration Party B shall abide by the Decoration Notice of the office building unit (see Appendix six). |
1. | In the event that Party A or the property management company or their agency or employee requires to conduct maintenance, security work, fire control, salvation in connection with the House or Suntrans office building or have other management requests, it shall contact Party B in advance for entrance permission before commencing any aforesaid work, and Party B is obliged to offer assistance. Under emergency circumstances when they fail to contact the lessee and/or unrecoverable losses could be caused unless prompt entrance takes places, they could enter into the House directly and take emergency measures whatever necessary, however they should report such event to Party B afterwards in time, Party A and the property management company take no responsibility for any loss hereto incurred. |
2. | Should Party B does not notify Party A to extend the term in written form within the last 3 months before the contract terminates, Party A is entitled to show the potential lessees around the House at normal work hours within the last 3 months before the lease term expires with a prior notice to Party B, Party B shall provide normal assistance. |
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3. | Party B shall bear a joint liability to Party A or its agency for any direct economic loss resulting from any conduct, negligence and mistake of its contractors, employees or agencies. |
1. | Party As Rights |
1.1 | During the lease term, Party A is entitled to change the name of Beijing Suntrans Office Building in part or in all. Party B takes no responsibility for any fee incurred hereby but Party A should serve prior written notice before the said changes. |
1.2 | Under the circumstances that Party B violates any article hereunder and fails to remedy after receiving the written notice from Party A, Party A is entitled to terminate the House related service( including but not limited to, cease providing the power, cooling& heating and the telecommunication etc. )or take any measure it redeems appropriate, up to Party B corrects his default act and pay off all the fess hereof incurred (including but not limited to the overdue fine). |
1.3 | Party A takes no responsibility, unless it is caused by him, for any physical injure or property damage caused to Party B, or to Party Bs staff, employees, agency, visitors and people associated with Party B. |
1.4 | During the lease term, Party A is entitled to inspect the House status on an regular basis or at random, but it shall notify Party B in advance and Party B shall offer assistance. |
1.5 | Party A has disclosed and Party B has acknowledged that the House has been mortgaged. Provided such mortgage caused direct economic losses to Party B during the lease term, Party A shall take the responsibility and compensate thereof. |
2. | Party As Obligations |
2.1 | Pay the rental and other fees according to the prescribed time and method, comply with and carry out the provisions hereunder. Party A shall not disturb Party Bs normal work within the lease term unless it has special requirement, unrespectable matters beyond Party As authority is not included. |
2.2 | Party A shall delivery the House in an appropriate status for leasing. |
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2.3 | Party A shall ensure normal operation of the public facilities in the public area where the House is located. Where malfunction occurs, Party A shall send personnel to repair when receiving notice from Party B unless such repair is caused by other lessees of the House or is of the users liability. Party A bears no responsibility for any facility breakdown within the House unless it is caused by itself. All the provisions of the contract and Party Bs obligation to pay the rental and other fees shall not be affected or impaired thereof. |
2.4 | Within the lease term, Party A is obliged to replace the public fixing equipment and facilities that are out of repair, but not including the fixing equipment and the retractable devices that are installed by Party B without Party As permission, nor will Party A replace the public fixing equipment and facilities that are rebuilt, replaced or debugged by Party B arbitrarily. |
2.5 | Party A is obliged to ensure the normal operation of all the lifts, the fire extinguishment facility, safety instrument, air conditioning and other instruments of Beijing Suntrans Office Building through its designated property management company, and to provide the services prescribed hereunder on the condition that Party B undertakes its obligations set out herein. |
2.6 | Party A is obliged to keep the exterior wall of Beijing Suntrans Office Building clean through its designated property management company, unless such work should be done by the lessees or the users according to laws or regulations. Party A shall ensure the environment hygienism of the public area of the House and keep the sanitary facility in good condition. |
2.7 | Conduct all the necessary decoration to the public area of the House when Party A and its agency deems necessary. |
2.8 | Provide 24-hour security guard, heating and cooling service per seasonal work day. |
1. | Party Bs Rights |
1.1 | Party B is entitled to use the House on its discretion without party As illegal interference. |
1.2 | Party B is entitled to use the free public facilities of the office building reasonably and properly. |
1.3 | Party B is entitled to propose the corresponding opinions or plans to improve the services provided by Party A or by the property management company under the circumstances that Party B deems that the services has flaw. |
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2. | Party Bs Obligations |
2.1 | Fully Pay off the rental, the deposit and other fees as set out herein in time. |
2.2 | Party B must abide by all the provisions hereunder, the appendixes to the contract and the rulings of the property management company. |
2.3 | Properly use the instrument within the House and at the public area, properly use the public facility, system, instrument and the auxiliary (including but not limited to air-conditioning, heating instrument, fire control device, lighting equipment, cable and electric lines, tunnel of circuit, floor, walls, ceiling, windows and sanitary ware etc. ), not conduct any damages and obliged to keep the aforesaid facilities and area clean. Under the circumstances that damage has been done to the facilities of the aforesaid area or to the public facility, the system, the instrument and its auxiliary (except the wear and tear, the force majeure events), the lessee shall bear the cost for repairing. |
2.4 | For the avoidance of exceeded power load beyond standard and when it plans to install indoor electronic instrument due to work request, Party B shall obtain written consent from Party A and the property management company before the installation. Otherwise Party A or the property management company is entitled to issue rectify and reform notice to his conduct, provided Party B fails to carry out such notice, Party A is entitled to terminate the contract unilaterally and confiscate the deposit Party B has advanced. |
2.5 | Party B shall not install, alter the facility, the instrument and the space in between, nor shall it place on the House floor any item weight exceeding the planed load (the weight load of the House is 200 kg per square meter). Otherwise Party A or the property management company is entitled to issue rectify and reform notice to his conduct, provided Party B fails to carry out such notice, Party A is entitled to terminate the contract unilaterally and confiscate the deposit Party B has advanced. |
2.6 | Party A shall not place on any area of the office building and within the House any dangerous items, including but not limited to weapon, ammunition, saltpeter, powder, kerosene or other items that are flammable and combustible or dangerous. Neither shall it produce, cause or leak any gas that has strong odd smell or might cause environment pollution. |
2.7 | Party B shall not, within the House or at the public area, produce or store commodities or merchandises, but a small quantity of samples or items for display is allowed provided it is related to Party Bs business and party A has approved it. |
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2.8 | Party B shall not change the office purpose of the House on its own discretion. Without written consent from Party A or from the property management company, no one is allowed to cook or stay overnight in the unit, etc. (exclusive of heating up the food or making beverage). |
2.9 | Within the lease term, Party B must possess valid business certificate, business license, permit or the related certificates required by certain profession issued by related departments or organs of the country, and shall send a copy to Party A for record before its formal entrance. |
2.10 | Party B shall not conduct any illegal activities and business, nor shall it carry out activities that might impair or affect Party A or others within the office building. |
2.11 | Party B shall not pile up or detain any cargo, furniture, rubbish in the lobby of the office building, on the stairs, in the aisle, or at other public area, it shall not block the aforesaid places or evacuation exit for fire control purpose or affect the use of fire control facility, it shall not host exhibition, distribute promotion items or engage in other business activities occupying the public area, neither shall it conduct auction within the aforesaid area or such unit. |
2.12 | Shall not produce any noise affecting others, shakes and harass to third parties, including but not limited to, sound sent from television, radio or other items unless it has been permitted (but the volume should be kept within a scope the lessor allows). |
2.13 | Party B shall be responsible on its own for the fire control work, physical and property safety and security within the leased place. |
2.14 | Any behavior of people who is associated with Party B as well as use or enter into the House with Party Bs permit should be deemed as Party Bs behavior for which Party B shall bear full liability. |
2.15 | Without Party As permission, Party B shall not set up or exhibit any word, logo, advertisement or promotion items etc outside the House or on any part of the office building (including the outer wall, outdoor of the office, or through any window gate or window ). Party B is allowed to display the name and logo of the lessee on the indicator panel (if any) in the lobby of the office building at its own expense. |
2.16 | Party B shall not proceed or permit others to conduct any activity that leads to the invalidity of the insurance on the office building or might cause such insurance invalid. Under the circumstances that Party B violates this provision, which causes Party A to file the insurance again, Party A is free from paying the insurance fee and other relevant expenses. Should Party Bs violating the said provision lead to the invalidity of the insurance on the office building and Party A thereby could not get the compensation or the insured amount decreases, Party B should compensate Party A for the losses hereof suffered. |
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2.17 | Party B shall purchase enough and valid property insurance for the property within the House. Party B shall submit a full set of the documents to prove that it has purchased the aforesaid insurance and Party A shall not liable for any physical injure and property damage occurred within the House. |
2.18 | Party B undertakes to waive the priority right for purchasing the House. Party A could sell or transfer the House to any third party without Party Bs permission and party B consents that all the rights and obligations of the lessor set out hereunder could be performed by the transferee as the sole party. |
2.19 | Unless permitted by Party A, Party B shall not lease, transfer or share the House with others, neither shall it conduct any activity that might impair partys right as the only legal owner of the House. |
1. | In the event that Party A fails to handover the House on lease commencement date without reasonable causes, Party B is entitled to terminate the contract and require refund of all the payments specified hereunder from Party A. |
2. | Provided Party B fails to pay the rental, all the deposits and the property management fee as prescribed hereunder on time and in due amount, Party A is entitled to terminate the contract and require Party B to pay the rental for period from the commencement date to the termination date (including the rental for free period). Further, Party A reserves the right for compensation, should such default event cause any other damage to Party A. |
3. | Under the circumstances as following, Party A is entitled to terminate the contract unilaterally and withdraw the House, Party B shall not require a refund of all the deposits it has submitted according to Clause 5 but leave it as the default charge. Should such default event cause any other damage to Party A, Party A reserves the right for compensation. |
3.1 | Change the business purpose of the House without Party As consent, sub-lease, transfer or jointly use the House with others, or conduct any other activities that might impair Party As right as the only legal owner of the House. |
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3.2 | Party B conducts illegal operational activities within the House. |
3.3 | Party B could not continue operation due to bankruptcy or liquidation (except merger or winding-up through reconstruction), or its primary item within the House has been sealed up or seized by law enforcement entity. |
3.4 | Party B fails to advance the rental, the property management fee and other payment set out hereunder 30 days after they mature. |
3.5 | Party B fails to perform its related obligation or violate the related provisions hereunder and does not remedy such default behavior 30 days after Party As written notice. |
4. | Under the circumstances that Party A terminates the contract in advance without written consent from Party B during the lease term, Party A and the property management organ shall refund the leasing deposit in full amount to Party B and shall compensate party B in an amount equal to the deposit. |
5. | After the contract is terminated, Party B shall move its stuff and items out of the House. Any Party Bs decoration, furniture, device, article, material, equipment or other stuff left in the House upon handover will be deemed as disregarded by Party B. Party A is entitled to dispose such items and Party B shall not claim against Party A and ask for compensation hereof in addition, Party A is entitled to claim from Party B all the costs incurred in connection with elimination, clearance and disposition of the aforesaid items. |
6. | Under the circumstances that the contact can not be performed due to a force majeure event set out under Clause 13 herein, either party is entitled to terminate the contract. Party A shall refund Party B all the deposits(bearing no interests) set out under Clause 5 herein 15 work days after Party B completes the checking out procedures. |
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1. | Under the circumstances that the contract can not be carried out due to earthquake, typhoon, torrential rain, fire, war, riot, material changes of the national laws & regulations and other unforeseeable force majeure events that both its happening and the effect are beyond the reasonable estimate and control, the party encountering force majeure shall promptly notify the other Party through telegraph, facsimile or other reasonable means, and shall, within 15 days after the occurrence of force majeure, issue proving documents stating the causes why the contract can not be performed in all or in parts with force majeure description provided by the local Public Security Bureau, or stating the causes for extension. The party encountering force majeure shall thereby be exempted from the compensation liability owning to the other party. |
2. | In the event that the House is unavailable for leasing due to force majeure event or causes other than Party Bs fault, Party A shall promptly revert the House to status available for leasing after it obtains the insurance compensation in full or in part. Provided the House can not be repaired or rebuilt one month after the House is damaged, either Party is entitled to terminate the contract with a written notice issued to the counterparty after the aforesaid term expires. Party B is free from paying rental during the aforesaid term of unavailable leasing. Should part of the House is available for leasing and resume the function for use, Party B is allowed to proceed using that part with consent drawn from the negation between the parties but shall pay the corresponding rental and other fees. |
1. | The establishment, effect, performance and interpretation of this contract and its dispute resolution shall be governed by the laws of P.R.China . |
2. | Any dispute in connection with the performance of this contract shall be resolved through amicable negotiation between the Parties. Provided such dispute can not be resolved through negotiation, the Parties choose to file a lawsuit to the Peoples Court. |
3. | The litigation fee and lawyers fee incurred in connection with the dispute of this contract shall be born by the losing Party. |
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1. | In case of any discrepancy between the contract and all the agreements, the memorandums, letters & telephones etc that are signed by the Parties before the execution of this contract, the contract will prevail. |
2. | Each clause of this contract shall be construed independently. Provided a certain clause becomes invalid by verdict, the legality of the remaining provisions of this contract shall not be affected or impaired thereby. |
3. | This Contract is signed in 4 counterparts with each Party holding 2 copies, and all the copies are equally authentic. |
4. | This contract comes into effect upon signing and stamping by the parties. Supplementary agreement shall be executed to address the unsettled matters. All the supplementary agreements, appendixes, attached agreements are unseverable part to this contract and shall have equal legal effect. |
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1. |
Party A and Party B are current shareholders of Party D which have made registrations at the
Administration of Industry and Commerce authorities, and each holding 55% and 45% shares in
Party D respectively;
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2. |
Party E is a limited liability company duly organized and validly existing under the laws of
the Peoples Republic of China, and provide technical support, strategic consultation and
other relevant services to Party D;
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3. |
To finance the investment by Party A and Party B in Party D, Party E has entered into Loan
Agreements (Loan Agreement) with Party A and Party B respectively in 2008, providing Party A
and Party B with loans of RMB 550,000 and RMB 450,000, respectively. Pursuant to the Loan
Agreement, Party A and Party B has invested the full amount of the loans in Party Ds
registered capital;
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4. |
As the consideration for the loans provided by Party E to Party A and Party B, Party A and
Party B entered into a Purchase Option and Cooperation Agreement (Purchase Option Agreement)
with Party D and Party E in 2008, granting Party E the exclusive option to purchase all or
part of shares/assets in Party D holding by both parties or either party of Party A and Party
B at any time, in accordance with China laws;
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5. |
For making securities of the payment obligations of Party D under numerous agreements
executed between Party D and Party E, Party A and Party B entered into a Share Pledge
Agreement (Pledge Agreement) with Party E in 2008, pledging their respective shares in Party
D to Party E;
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6. |
Party E is intended to exercise the purchase option to purchase entire shares in Party D
holding by Party A and Party B in accordance with the Purchase Option Agreement, and
designates Party C and Party F as the subject to exercise the aforesaid purchase option.
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1.1. |
Party E hereby authorizes Party C and Party F in accordance with the purchase option
granted to Party C and Party F under Article 2.1 of the Purchase Option Agreement, and
Party C and Party F agrees to accept the aforesaid authorization, on behalf of Party E, to
purchase entire shares in Party D holding by Party A and Party B in accordance with the
conditions stipulated in the Purchase Option Agreement.
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1.2. |
In accordance with Article 3 under the Purchase Option Agreement, the purchase price
of entire shares in Party D holding by Party A and Party B, purchased by Party C and Party
F in accordance with Party Es authorization, shall be the sum of the loan principal lent
by Party E to Party A and Party B, which is equivalent to RMB 1,000,000. (Purchase
Price).
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2.1. |
Party A and Party B shall enter into a Share Transfer Agreement (Share Transfer
Agreement) with Party C and Party F, in accordance with the content and form of Appendix
II hereto, within thirty (30) days after receiving exercise notice from Party E (Appendix
I), in accordance with Article 2.3 of the Purchase Option Agreement, and other documents
required to make change registrations at industrial and commerce authorities.
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3.1. |
The purchase price of entire shares in Party D holding by Party A and Party B,
purchased by Party C and Party F shall be contributed in full amount by Party E. However,
Party C and Party F shall enter into a loan agreement with Party E to the satisfaction of
Party E, in accordance with the content and form of Appendix III hereto.
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3.2. |
Party C and Party F agree and irrevocably instruct Party E to pay the aforesaid loan
provided to Party C and Party F, which used to purchase Party A and Party Bs shares,
directly to Party A and Party B, in accordance with the conditions and terms stated in the
frame agreement.
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3.3. |
Party A and Party B agree to contribute their entire income obtained from selling the
shares in Party D in accordance with the agreement, to perform its repayment obligations
to Party E under the Loan Agreement. The Loan Agreement among Party A, Party B and Party E
will be terminated when Party A and Party B pay off all the loans in accordance with
Article 4.2 hereof.
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3.4. |
Party C and Party F agree to enter into new loan agreements with Party E. The new
loan agreements will substitute the Loan Agreement entered into by and among Party A,
Party B and Party E.
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4.1. |
In accordance with article 3.2 hereof, the parties agree the purchase price shall be
paid by Party E to Party A and Party B directly, at the day of share change registration
procedures at industrial and commerce authorities are completed, concerning entire shares
in Party D holding by Party A and Party B, purchased by Party C and Party F (Registration
Day). Whereas Party A and Party B shall pay off all the loans when Party E exercises the
purchase option, in accordance with article 3.1 of Loan Agreement, Party E agree the
aforesaid payment made by Party E to Party A and Party B will then be set off by the loan
principal which shall be paid by Party E to Party A and Party B under the Loan Agreement.
As the aforesaid set-off is completed, Party C and Party F are not required to make any
other payments to Party A and Party B for the purpose of paying for the purchase price, and
Party A and Party B are not required to make any other payments to Party E for the purpose
of repaying the loan.
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4.2. |
Notwithstanding the foregoing agreement, when the set-off is completed, Party A and
Party B shall issue receipts to Party C and Party F for all purchase price it received
(Party A and Party Bs Receipt, as Appendix IV hereto), and shall expressly acknowledge
Party C and Party Fs payment obligation under the Share Transfer Agreement has been
carried out. Party E shall issue immediately a receipt to Party A and Party B for entire
loan principal it received (Party Es receipt, as Appendix V hereto) after Party A and
Party B have issued the aforesaid Party A and Party Bs receipt, shall expressly
acknowledge Party A and Party Bs payment obligation under the Loan Agreement has been
carried out.
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5.1. |
The parties agree that, as one prerequisite to Party Es contribution of purchase
price to Party C and Party F, Party C and Party F shall enter into a new purchase option
and cooperation agreement with Party D and Party E, in accordance with the content and
form stipulated in Appendix VI hereto, at the date of the execution of the Share Transfer
Agreement.
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5.2. |
Except as otherwise stated or agreed by the parties, all obligations of Party A and
Party B under the original Purchase Option Agreement and Proxy on the voting rights issued
to Party E will be terminated at the registration day.
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6.1. |
The parties agree that, as one prerequisite to Party Es contribution of purchase
price to Party C and Party F, Party C and Party F shall enter into a new pledge agreement
with Party E, in accordance with the content and form stipulated in Appendix VII hereto,
at the date of the execution of the Share Transfer Agreement.
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6.2. |
The parties agree that, the Pledge Agreement entered into by Party A, Party B and
Party E will be terminated upon the date of this Agreement.
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6.3. |
The original Pledge Agreement will be terminated at the Registration Day. Except as
otherwise stated or agreed by the parties, all obligations of Party A and Party B under
the original Pledge Agreement will be terminated at the Registration Day.
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8.1. |
Any notice, request, requirement and other correspondences required by the Agreement
or made in accordance with the Agreement, shall be made in written form and sent to the
addresses of the parties first above written herein.
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8.2. |
Notices hereunder shall be sent to the other partys address and/or number, by ways
of personal delivery, prepaid registered airmail, acknowledged carrier or fax. Such
notices shall be deemed to have been effectively given on the following dates: (1) notices
delivered by person shall be deemed to have been effectively served on the date of
personal delivery; (2) notices sent by prepaid registered airmail shall be deemed to have
been effectively served on the seventh day after the day they were delivered for mailing
(as indicated by the postmark); (3) notices sent by courier service shall be deemed to
have been effectively served on the third day after they were delivered to an acknowledged
courier; (4) notices sent by facsimile shall be deemed to have been effectively served on the first working day after being
transmitted.
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9.1. |
Any dispute arises from the interpretation or performance of terms hereof by the
parties, shall be settled through friendly consultation. If the parties fail to make a
written agreement after consultation, the dispute shall be submitted for arbitration in
accordance with the agreement. The arbitration shall be final and exclusive. Unless
otherwise expressly stipulated herein, any party waives expressly its right to submit a
dispute to court for a legal action, and the waiver is irrevocable.
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9.2. |
The arbitration shall be submitted to China International Economic and Trade
Arbitration Committee (Arbitration Committee) to be arbitrated in accordance with
then-in-force arbitration rules. The place of arbitration shall be Beijing. Unless
otherwise stipulated in the arbitration award, the arbitration fee (including reasonable
attorney fees and expenses) shall be borne by the losing party.
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10.1. |
The failure or delay of any party hereof to exercise any right hereunder shall not
be deemed as a waiver thereof, nor any single or partial exercise of any right preclude
further exercise thereof in future by the party.
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10.2. |
The headings of articles herein are provided for the purpose of index. Such headings
shall in no event be used or affected interpretations of the terms herein.
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10.3. |
The conclusion, effectiveness, interpretation of the agreement and the settlement of
disputes in connection therewith, shall be governed by laws of Hong Kong Special
Administration Region of the Peoples Republic of China.
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10.4. |
Each party hereunder concludes the agreement with legal purpose. Each term hereof is
severable and independent from the others. If at any time one or more of such terms is or
becomes invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining terms hereof shall not in any way be affected thereby; and the parties shall
make every endeavor to negotiate and arrive at new terms to substitute the invalid,
illegal and unenforceable terms, and preserve as near as possible business purposes of the
original terms.
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10.5. |
Upon the effectiveness of the agreement, the parties shall fully perform the
agreement. Any modifications of the agreement shall only be effective in written form,
through consultations of the parties, and obtained necessary authorization and approval by
Party D and Party E respectively.
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10.6. |
Matters not covered in the agreement shall be dealt with in a supplementary
agreement, and annexed hereto. The supplementary agreement shall have the same legal force
as the agreement.
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10.7. |
The agreement is executed in six original copies, which are equally authentic. Each
party hereto shall hold one copy.
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10.8. |
The agreement shall be effective upon execution.
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Yours truly,
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(Seal) |
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ID No.: 342523198201283122 |
ID No.: 110108197204049310 |
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1. |
Party A and Party B are current shareholders of Party D and each holding 55% and 45% shares
in Party D respectively;
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2. |
Party E is a limited liability company duly organized and validly existing under the laws of
the Peoples Republic of China, and provide technical support, strategic consultation and
other relevant services to Party D;
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3. |
To finance the investment by Party A and Party B in Party D, Party E has entered into Loan
Agreements (Loan Agreement) with Party A and Party B respectively in 2008, providing Party A
and Party B with loans of RMB 550,000 and RMB 450,000, respectively. Pursuant to the Loan
Agreement, Party A and Party B has invested the full amount of the loans in Party Ds
registered capital;
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4. |
As the consideration for the loans provided by Party E to Party A and Party B, Party A and
Party B entered into a Purchase Option and Cooperation Agreement (Purchase Option Agreement)
with Party D and Party E in 2008, granting Party E the exclusive option to purchase all or
part of shares/assets in Party D holding by both parties or either party of Party A and Party
B at any time, in accordance with China laws;
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5. |
For making securities of the payment obligations of Party D under numerous agreements
executed between Party D and Party E, Party A and Party B entered into a Share Pledge
Agreement (Pledge Agreement) with Party E in 2008, pledging their respective shares in Party
D to Party E;
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6. |
Party E is intended to exercise the purchase option to purchase entire shares in Party D
holding by Party A in accordance with the Purchase Option Agreement, and designates Party C as
the subject to exercise the aforesaid purchase option.
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1.1. |
Party E hereby authorizes Party C in accordance with the purchase option granted to
Party C under Article 2.1 of the Purchase Option Agreement, and Party C agrees to accept
the aforesaid authorization, on behalf of Party E, to purchase entire shares in Party D
holding by Party A in accordance with the conditions stipulated in the Purchase Option
Agreement.
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1.2. |
In accordance with Article 3 under the Purchase Option Agreement, the purchase price
of entire shares in Party D holding by Party A, purchased by Party C in accordance with
Party Es authorization, shall be the sum of the loan principal lent by Party E to Party
A, which is equivalent to RMB 550,000. (Purchase Price).
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2.1. |
Party A shall enter into a Share Transfer Agreement (Share Transfer Agreement) with
Party C, in accordance with the content and form of Appendix II hereto, within thirty (30)
days after receiving exercise notice from Party E (Appendix I), in accordance with
Article 2.3 of the Purchase Option Agreement, and other documents required to make change
registrations at industrial and commerce authorities.
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3.1. |
The purchase price of entire shares in Party D holding by Party A, purchased by Party
C shall be contributed in full amount by Party E. However, Party C shall enter into a loan
agreement with Party E to the satisfaction of Party E, in accordance with the content and
form of Appendix III hereto.
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3.2. |
Party C agrees and irrevocably instructs Party E to pay the aforesaid loan provided
to Party C, which used to purchase Party As shares, directly to Party A, in accordance
with the conditions and terms stated in the frame agreement.
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3.3. |
Party A agrees to contribute their entire income obtained from selling the shares in
Party D in accordance with the agreement, to perform its repayment obligations to Party E
under the Loan Agreement. The Loan Agreement among Party A and Party E will be terminated
when Party A pay off all the loans in accordance with Article 4.2 hereof.
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3.4. |
Party C agrees to enter into new loan agreements with Party E. The new loan
agreements will substitute the Loan Agreement entered into by and among Party A, Party B
and Party E.
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4.1. |
In accordance with article 3.2 hereof, the parties agree the purchase price shall be
paid by Party E to Party A directly, at the day of share change registration procedures at
industrial and commerce authorities are completed, concerning entire shares in Party D
holding by Party A, purchased by Party C (Registration Day). Whereas Party A shall pay
off all the loans when Party E exercises the purchase option, in accordance with article
3.1 of Loan Agreement, Party E agrees the aforesaid payment made by Party E to Party A
will then be set off by the loan principal which shall be paid by Party E to Party A under
the Loan Agreement. As the aforesaid set-off is completed, Party C is not required to make
any other payments to Party A for the purpose of paying for the purchase price, and Party
A is not required to make any other payments to Party E for the purpose of repaying the
loan.
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4.2. |
Notwithstanding the foregoing agreement, when the set-off is completed, Party A shall
issue receipts to Party C for all purchase price it received (Party As Receipt, as
Appendix IV hereto), and shall expressly acknowledge Party Cs payment obligation under
the Share Transfer Agreement has been carried out. Party E shall issue immediately a
receipt to Party A for entire loan principal it received (Party Es receipt, as Appendix
V hereto) after Party A has issued the aforesaid Party As receipt, shall expressly
acknowledge Party As payment obligation under the Loan Agreement has been carried out.
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5.1. |
The parties agree that, as one prerequisite to Party Es contribution of purchase
price to Party C, Party C shall enter into a new purchase option and cooperation agreement
with Party B, Party D and Party E, in accordance with the content and form stipulated in
Appendix VI hereto, at the date of the execution of the Share Transfer Agreement.
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5.2. |
Except as otherwise stated or agreed by the parties, all obligations of Party A under
the original Purchase Option Agreement and Proxy on the voting rights issued to Party E
will be terminated at the registration day.
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6.1. |
The parties agree that, as one prerequisite to Party Es contribution of purchase
price to Party C, Party C shall enter into a new pledge agreement with Party B and Party
E, in accordance with the content and form stipulated in Appendix VII hereto, at the date
of the execution of the Share Transfer Agreement.
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6.2. |
The parties agree that, the Pledge Agreement entered into by Party A, Party B and
Party E will be terminated upon the date of this Agreement.
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6.3. |
The original Pledge Agreement will be terminated at the Registration Day. Except as
otherwise stated or agreed by the parties, all obligations of Party A under the original
Pledge Agreement will be terminated at the Registration Day.
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8.1. |
Any notice, request, requirement and other correspondences required by the Agreement
or made in accordance with the Agreement, shall be made in written form and sent to the
addresses of the parties first above written herein.
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8.2. |
Notices hereunder shall be sent to the other partys address and/or number, by ways
of personal delivery, prepaid registered airmail, acknowledged carrier or fax. Such
notices shall be deemed to have been effectively given on the following dates: (1) notices
delivered by person shall be deemed to have been effectively served on the date of
personal delivery; (2) notices sent by prepaid registered airmail shall be deemed to have
been effectively served on the seventh day after the day they were delivered for mailing
(as indicated by the postmark); (3) notices sent by courier service shall be deemed to
have been effectively served on the third day after they were delivered to an acknowledged
courier; (4) notices sent by facsimile shall be deemed to have been effectively served on
the first working day after being transmitted.
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9.1. |
Any dispute arises from the interpretation or performance of terms hereof by the
parties, shall be settled through friendly consultation. If the parties fail to make a
written agreement after consultation, the dispute shall be submitted for arbitration in
accordance with the agreement. The arbitration shall be final and exclusive. Unless
otherwise expressly stipulated herein, any party waives expressly its right to submit a
dispute to court for a legal action, and the waiver is irrevocable.
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9.2. |
The arbitration shall be submitted to China International Economic and Trade
Arbitration Committee (Arbitration Committee) to be arbitrated in accordance with
then-in-force arbitration rules. The place of arbitration shall be Beijing. Unless
otherwise stipulated in the arbitration award, the arbitration fee (including reasonable
attorney fees and expenses) shall be borne by the losing party.
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10.1. |
The failure or delay of any party hereof to exercise any right hereunder shall not
be deemed as a waiver thereof, nor any single or partial exercise of any right preclude
further exercise thereof in future by the party.
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10.2. |
The headings of articles herein are provided for the purpose of index. Such headings
shall in no event be used or affected interpretations of the terms herein.
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10.3. |
The conclusion, effectiveness, interpretation of the agreement and the settlement of
disputes in connection therewith, shall be governed by laws of Hong Kong Special
Administration Region of the Peoples Republic of China.
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10.4. |
Each party hereunder concludes the agreement with legal purpose. Each term hereof is
severable and independent from the others. If at any time one or more of such terms is or
becomes invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining terms hereof shall not in any way be affected thereby; and the parties shall
make every endeavor to negotiate and arrive at new terms to substitute the invalid,
illegal and unenforceable terms, and preserve as near as possible business purposes of the
original terms.
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10.5. |
Upon the effectiveness of the agreement, the parties shall fully perform the
agreement. Any modifications of the agreement shall only be effective in written form,
through consultations of the parties, and obtained necessary authorization and approval by
Party D and Party E respectively.
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10.6. |
Matters not covered in the agreement shall be dealt with in a supplementary
agreement, and annexed hereto. The supplementary agreement shall have the same legal force
as the agreement.
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10.7. |
The agreement is executed in six original copies, which are equally authentic. Each
party hereto shall hold one copy.
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10.8. |
The agreement shall be effective upon execution.
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(Seal) |
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ID No.: 62042119830109131X |
ID No.: 370282197711186915 |
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1. |
Party A and Party B are current shareholders of Party D and each holding 55% and 45% shares
in Party D respectively;
|
2. |
Party E is a limited liability company duly organized and validly existing under the laws of
the Peoples Republic of China, and provide technical support, strategic consultation and
other relevant services to Party D;
|
3. |
To finance the investment by Party A and Party B in Party D, Party E has entered into Loan
Agreements (Loan Agreement) with Party A and Party B respectively in 2008, providing Party A
and Party B with loans of RMB 550,000 and RMB 450,000, respectively. Pursuant to the Loan
Agreement, Party A and Party B has invested the full amount of the loans in Party Ds
registered capital;
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4. |
As the consideration for the loans provided by Party E to Party A and Party B, Party A and
Party B entered into a Purchase Option and Cooperation Agreement (Purchase Option Agreement)
with Party D and Party E in 2008, granting Party E the exclusive option to purchase all or
part of shares/assets in Party D holding by both parties or either party of Party A and Party
B at any time, in accordance with China laws;
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5. |
For making securities of the payment obligations of Party D under numerous agreements
executed between Party D and Party E, Party A and Party B entered into a Share Pledge
Agreement (Pledge Agreement) with Party E in 2008, pledging their respective shares in Party
D to Party E;
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6. |
Party E is intended to exercise the purchase option to purchase entire shares in Party D
holding by Party A in accordance with the Purchase Option Agreement, and designates Party C as
the subject to exercise the aforesaid purchase option.
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1. |
Exercise of the Purchase Option
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1.1. |
Party E hereby authorizes Party C in accordance with the purchase option granted to
Party C under Article 2.1 of the Purchase Option Agreement, and Party C agrees to accept
the aforesaid authorization, on behalf of Party E, to purchase entire shares in Party D
holding by Party A in accordance with the conditions stipulated in the Purchase Option
Agreement.
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1.2. |
In accordance with Article 3 under the Purchase Option Agreement, the purchase price
of entire shares in Party D holding by Party A, purchased by Party C in accordance with
Party Es authorization, shall be the sum of the loan principal lent by Party E to Party
A, which is equivalent to RMB 550,000. (Purchase Price).
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2. |
Share Transfer
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2.1. |
Party A shall enter into a Share Transfer Agreement (Share Transfer Agreement) with
Party C, in accordance with the content and form of Appendix II hereto, within thirty (30)
days after receiving exercise notice from Party E (Appendix I), in accordance with
Article 2.3 of the Purchase Option Agreement, and other documents required to make change
registrations at industrial and commerce authorities.
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3. |
Loan Arrangements
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3.1. |
The purchase price of entire shares in Party D holding by Party A, purchased by Party
C shall be contributed in full amount by Party E. However, Party C shall enter into a loan
agreement with Party E to the satisfaction of Party E, in accordance with the content and
form of Appendix III hereto.
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3.2. |
Party C agrees and irrevocably instructs Party E to pay the aforesaid loan provided
to Party C, which used to purchase Party As shares, directly to Party A, in accordance
with the conditions and terms stated in the frame agreement.
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3.3. |
Party A agrees to contribute their entire income obtained from selling the shares in
Party D in accordance with the agreement, to perform its repayment obligations to Party E
under the Loan Agreement. The Loan Agreement among Party A and Party E will be terminated
when Party A pay off all the loans in accordance with Article 4.2 hereof.
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3.4. |
Party C agrees to enter into new loan agreements with Party E. The new loan
agreements will substitute the Loan Agreement entered into by and among Party A, Party B
and Party E.
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4. |
Payment and Obligation Set-off
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4.1. |
In accordance with article 3.2 hereof, the parties agree the purchase price shall be
paid by Party E to Party A directly, at the day of share change registration procedures at
industrial and commerce authorities are completed, concerning entire shares in Party D
holding by Party A, purchased by Party C (Registration Day). Whereas Party A shall pay
off all the loans when Party E exercises the purchase option, in accordance with article
3.1 of Loan Agreement, Party E agrees the aforesaid payment made by Party E to Party A
will then be set off by the loan principal which shall be paid by Party E to Party A under
the Loan Agreement. As the aforesaid set-off is completed, Party C is not required to make
any other payments to Party A for the purpose of paying for the purchase price, and Party
A is not required to make any other payments to Party E for the purpose of repaying the
loan.
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4.2. |
Notwithstanding the foregoing agreement, when the set-off is completed, Party A shall
issue receipts to Party C for all purchase price it received (Party As Receipt, as
Appendix IV hereto), and shall expressly acknowledge Party Cs payment obligation under
the Share Transfer Agreement has been carried out. Party E shall issue immediately a
receipt to Party A for entire loan principal it received (Party Es receipt, as Appendix
V hereto) after Party A has issued the aforesaid Party As receipt, shall expressly
acknowledge Party As payment obligation under the Loan Agreement has been carried out.
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5. |
Change of Purchase Option Agreement
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5.1. |
The parties agree that, as one prerequisite to Party Es contribution of purchase
price to Party C, Party C shall enter into a new purchase option and cooperation agreement
with Party B, Party D and Party E, in accordance with the content and form stipulated in
Appendix VI hereto, at the date of the execution of the Share Transfer Agreement.
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5.2. |
Except as otherwise stated or agreed by the parties, all obligations of Party A under
the original Purchase Option Agreement and Proxy on the voting rights issued to Party E
will be terminated at the registration day.
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6. |
Change of Pledge Agreement
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6.1. |
The parties agree that, as one prerequisite to Party Es contribution of purchase
price to Party C, Party C shall enter into a new pledge agreement with Party B and Party
E, in accordance with the content and form stipulated in Appendix VII hereto, at the date
of the execution of the Share Transfer Agreement.
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6.2. |
The parties agree that, the Pledge Agreement entered into by Party A, Party B and
Party E will be terminated upon the date of this Agreement.
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6.3. |
The original Pledge Agreement will be terminated at the Registration Day. Except as
otherwise stated or agreed by the parties, all obligations of Party A under the original
Pledge Agreement will be terminated at the Registration Day.
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7. |
Confidentiality
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8. |
Notification
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8.1. |
Any notice, request, requirement and other correspondences required by the Agreement
or made in accordance with the Agreement, shall be made in written form and sent to the
addresses of the parties first above written herein.
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8.2. |
Notices hereunder shall be sent to the other partys address and/or number, by ways
of personal delivery, prepaid registered airmail, acknowledged carrier or fax. Such
notices shall be deemed to have been effectively given on the following dates: (1) notices
delivered by person shall be deemed to have been effectively served on the date of
personal delivery; (2) notices sent by prepaid registered airmail shall be deemed to have
been effectively served on the seventh day after the day they were delivered for mailing
(as indicated by the postmark); (3) notices sent by courier service shall be deemed to
have been effectively served on the third day after they were delivered to an acknowledged
courier; (4) notices sent by facsimile shall be deemed to have been effectively served on
the first working day after being transmitted.
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9. |
Dispute Resolution
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9.1. |
Any dispute arises from the interpretation or performance of terms hereof by the
parties, shall be settled through friendly consultation. If the parties fail to make a
written agreement after consultation, the dispute shall be submitted for arbitration in
accordance with the agreement. The arbitration shall be final and exclusive. Unless
otherwise expressly stipulated herein, any party waives expressly its right to submit a
dispute to court for a legal action, and the waiver is irrevocable.
|
9.2. |
The arbitration shall be submitted to China International Economic and Trade
Arbitration Committee (Arbitration Committee) to be arbitrated in accordance with then-in-force
arbitration rules. The place of arbitration shall be Beijing. Unless otherwise stipulated
in the arbitration award, the arbitration fee (including reasonable attorney fees and
expenses) shall be borne by the losing party.
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10. |
Supplementary Provisions
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10.1. |
The failure or delay of any party hereof to exercise any right hereunder shall not
be deemed as a waiver thereof, nor any single or partial exercise of any right preclude
further exercise thereof in future by the party.
|
10.2. |
The headings of articles herein are provided for the purpose of index. Such headings
shall in no event be used or affected interpretations of the terms herein.
|
10.3. |
The conclusion, effectiveness, interpretation of the agreement and the settlement of
disputes in connection therewith, shall be governed by laws of Hong Kong Special
Administration Region of the Peoples Republic of China.
|
10.4. |
Each party hereunder concludes the agreement with legal purpose. Each term hereof is
severable and independent from the others. If at any time one or more of such terms is or
becomes invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining terms hereof shall not in any way be affected thereby; and the parties shall
make every endeavor to negotiate and arrive at new terms to substitute the invalid,
illegal and unenforceable terms, and preserve as near as possible business purposes of the
original terms.
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10.5. |
Upon the effectiveness of the agreement, the parties shall fully perform the
agreement. Any modifications of the agreement shall only be effective in written form,
through consultations of the parties, and obtained necessary authorization and approval by
Party D and Party E respectively.
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10.6. |
Matters not covered in the agreement shall be dealt with in a supplementary
agreement, and annexed hereto. The supplementary agreement shall have the same legal force
as the agreement.
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10.7. |
The agreement is executed in six original copies, which are equally authentic. Each
party hereto shall hold one copy.
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10.8. |
The agreement shall be effective upon execution.
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(Seal) |
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ID No.: 370282197711186915 |
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1. |
Party A and Party B are current shareholders of Party D and each holding 95% and 5% shares in
Party D respectively;
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2. |
Party E is a limited liability company duly organized and validly existing under the laws of
the Peoples Republic of China, and provide technical support, strategic consultation and
other relevant services to Party D;
|
3. |
To finance the investment by Party A and Party B in Party D, Party E has entered into Loan
Agreements (Loan Agreement) with Party A and Party B respectively in 2008, providing Party A
and Party B with loans of RMB 475,000 and RMB 25,000, respectively. Pursuant to the Loan
Agreement, Party A and Party B has invested the full amount of the loans in Party Ds
registered capital;
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4. |
As the consideration for the loans provided by Party E to Party A and Party B, Party A and
Party B entered into a Purchase Option and Cooperation Agreement (Purchase Option Agreement)
with Party D and Party E in 2008, granting Party E the exclusive option to purchase all or
part of shares/assets in Party D holding by both parties or either party of Party A and Party
B at any time, in accordance with China laws;
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5. |
For making securities of the payment obligations of Party D under numerous agreements
executed between Party D and Party E, Party A and Party B entered into a Share Pledge
Agreement (Pledge Agreement) with Party E in 2008, pledging their respective shares in Party
D to Party E;
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6. |
Party D has made change registration at the Administration of Industry and Commerce
authorities from Beijing Tongxinshengshi Environment Engineering Co., Ltd. to Zhongcheng
Futong Co., Ltd. in December 2008.
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7. |
Party E is intended to exercise the purchase option to purchase entire shares in Party D
holding by Party A and Party B in accordance with the Purchase Option Agreement, and
designates Party C and Party F as the subject to exercise the aforesaid purchase option.
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1.1. |
Party E hereby authorizes Party C and Party F in accordance with the purchase option
granted to Party C and Party F under Article 2.1 of the Purchase Option Agreement, and
Party C and Party F agrees to accept the aforesaid authorization, on behalf of Party E, to
purchase entire shares in Party D holding by Party A and Party B in accordance with the
conditions stipulated in the Purchase Option Agreement.
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1.2. |
In accordance with Article 3 under the Purchase Option Agreement, the purchase price
of entire shares in Party D holding by Party A and Party B, purchased by Party C and Party
F in accordance with Party Es authorization, shall be the sum of the loan principal lent
by Party E to Party A and Party B, which is equivalent to RMB 500,000. (Purchase Price).
|
2.1. |
Party A and Party B shall enter into a Share Transfer Agreement (Share Transfer
Agreement) with Party C and Party F, in accordance with the content and form of Appendix
II hereto, within thirty (30) days after receiving exercise notice from Party E (Appendix
I), in accordance with Article 2.3 of the Purchase Option Agreement, and other documents
required to make change registrations at industrial and commerce authorities.
|
3.1. |
The purchase price of entire shares in Party D holding by Party A and Party B,
purchased by Party C and Party F shall be contributed in full amount by Party E. However,
Party C and Party F shall enter into a loan agreement with Party E to the satisfaction of
Party E, in accordance with the content and form of Appendix III hereto.
|
3.2. |
Party C and Party F agrees and irrevocably instructs Party E to pay the aforesaid
loan provided to Party C and Party F, which used to purchase Party A and Party Bs shares,
directly to Party A and Party B, in accordance with the conditions and terms stated in
the frame agreement.
|
3.3. |
Party A and Party B agree to contribute their entire income obtained from selling the
shares in Party D in accordance with the agreement, to perform its repayment obligations
to Party E under the Loan Agreement. The Loan Agreement among Party A, Party B and Party E
will be terminated when Party A and Party B pay off all the loans in accordance with
Article 4.2 hereof.
|
3.4. |
Party C and Party F agree to enter into new loan agreements with Party E. The new
loan agreements will substitute the Loan Agreement entered into by and among Party A,
Party B and Party E.
|
4.1. |
In accordance with article 3.2 hereof, the parties agree the purchase price shall be
paid by Party E to Party A and Party B directly, at the day of share change registration
procedures at industrial and commerce authorities are completed, concerning entire shares
in Party D holding by Party A and Party B, purchased by Party C and Party F (Registration
Day). Whereas Party A and Party B shall pay off all the loans when Party E exercises the
purchase option, in accordance with article 3.1 of Loan Agreement, Party E agree the
aforesaid payment made by Party E to Party A and Party B will then be set off by the loan
principal which shall be paid by Party E to Party A and Party B under the Loan Agreement. As the
aforesaid set-off is completed, Party C and Party F are not required to make any other
payments to Party A and Party B for the purpose of paying for the purchase price, and
Party A and Party B are not required to make any other payments to Party E for the purpose
of repaying the loan.
|
4.2. |
Notwithstanding the foregoing agreement, when the set-off is completed, Party A and
Party B shall issue receipts to Party C and Party F for all purchase price it received
(Party A and Party Bs Receipt, as Appendix IV hereto), and shall expressly acknowledge
Party C and Party Fs payment obligation under the Share Transfer Agreement has been
carried out. Party E shall issue immediately a receipt to Party A and Party B for entire
loan principal it received (Party Es receipt, as Appendix V hereto) after Party A and
Party B have issued the aforesaid Party A and Party Bs receipt, shall expressly
acknowledge Party A and Party Bs payment obligation under the Loan Agreement has been
carried out.
|
5.1. |
The parties agree that, as one prerequisite to Party Es contribution of purchase
price to Party C and Party F, Party C and Party F shall enter into a new purchase option
and cooperation agreement with Party D and Party E, in accordance with the content and
form stipulated in Appendix VI hereto, at the date of the execution of the Share Transfer
Agreement.
|
5.2. |
Except as otherwise stated or agreed by the parties, all obligations of Party A and
Party B under the original Purchase Option Agreement and Proxy on the voting rights issued
to Party E will be terminated at the registration day.
|
6.1. |
The parties agree that, as one prerequisite to Party Es contribution of purchase
price to Party C and Party F, Party C and Party F shall enter into a new pledge agreement
with Party E, in accordance with the content and form stipulated in Appendix VII hereto,
at the date of the execution of the Share Transfer Agreement.
|
6.2. |
The parties agree that, the Pledge Agreement entered into by Party A, Party B and
Party E will be terminated upon the date of this Agreement.
|
6.3. |
The original Pledge Agreement will be terminated at the Registration Day. Except as
otherwise stated or agreed by the parties, all obligations of Party A and Party B under
the original Pledge Agreement will be terminated at the Registration Day.
|
8.1. |
Any notice, request, requirement and other correspondences required by the Agreement
or made in accordance with the Agreement, shall be made in written form and sent to the
addresses of the parties first above written herein.
|
8.2. |
Notices hereunder shall be sent to the other partys address and/or number, by ways
of personal delivery, prepaid registered airmail, acknowledged carrier or fax. Such
notices shall be deemed to have been effectively given on the following dates: (1) notices
delivered by person shall be deemed to have been effectively served on the date of
personal delivery; (2) notices sent by prepaid registered airmail shall be deemed to have
been effectively served on the seventh day after the day they were delivered for mailing
(as indicated by the postmark); (3) notices sent by courier service shall be deemed to have been effectively served on the
third day after they were delivered to an acknowledged courier; (4) notices sent by
facsimile shall be deemed to have been effectively served on the first working day after
being transmitted.
|
9.1. |
Any dispute arises from the interpretation or performance of terms hereof by the
parties, shall be settled through friendly consultation. If the parties fail to make a
written agreement after consultation, the dispute shall be submitted for arbitration in
accordance with the agreement. The arbitration shall be final and exclusive. Unless
otherwise expressly stipulated herein, any party waives expressly its right to submit a
dispute to court for a legal action, and the waiver is irrevocable.
|
9.2. |
The arbitration shall be submitted to China International Economic and Trade
Arbitration Committee (Arbitration Committee) to be arbitrated in accordance with
then-in-force arbitration rules. The place of arbitration shall be Beijing. Unless
otherwise stipulated in the arbitration award, the arbitration fee (including reasonable
attorney fees and expenses) shall be borne by the losing party.
|
10.1. |
The failure or delay of any party hereof to exercise any right hereunder shall not
be deemed as a waiver thereof, nor any single or partial exercise of any right preclude
further exercise thereof in future by the party.
|
10.2. |
The headings of articles herein are provided for the purpose of index. Such headings
shall in no event be used or affected interpretations of the terms herein.
|
10.3. |
The conclusion, effectiveness, interpretation of the agreement and the settlement of
disputes in connection therewith, shall be governed by laws of Hong Kong Special
Administration Region of the Peoples Republic of China.
|
10.4. |
Each party hereunder concludes the agreement with legal purpose. Each term hereof is
severable and independent from the others. If at any time one or more of such terms is or
becomes invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining terms hereof shall not in any way be affected thereby; and the parties shall
make every endeavor to negotiate and arrive at new terms to substitute the invalid,
illegal and unenforceable terms, and preserve as near as possible business purposes of the
original terms.
|
10.5. |
Upon the effectiveness of the agreement, the parties shall fully perform the
agreement. Any modifications of the agreement shall only be effective in written form,
through consultations of the parties, and obtained necessary authorization and approval by
Party D and Party E respectively.
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10.6. |
Matters not covered in the agreement shall be dealt with in a supplementary
agreement, and annexed hereto. The supplementary agreement shall have the same legal force
as the agreement.
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10.7. |
The agreement is executed in six original copies, which are equally authentic. Each
party hereto shall hold one copy.
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10.8. |
The agreement shall be effective upon execution.
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(Seal) |
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ID No.: 371100197603010016 |
ID No.: 371323198204096115 |
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ARTICLE 1. DEFINITIONS
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3 | |||
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ARTICLE 2. SECURITIES INVESTMENT AND CONSULTANCY INFORMATION AND TECHNICAL SUPPORT
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3 | |||
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ARTICLE 3. TECHNICAL SUPPORT SERVICE FEE
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4 | |||
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ARTICLE 4. REPRESENTATIONS AND WARRANTIES
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4 | |||
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ARTICLE 5. CONFIDENTIALITY
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4 | |||
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ARTICLE 6. GOVERNING LAW AND EVENTS OF DEFAULT
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4 | |||
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ARTICLE 7. DISPUTE RESOLUTION
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ARTICLE 8. EFFECTIVENESS
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5 | |||
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ARTICLE 9. NO SUBSEQUENT OBLIGATION
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ARTICLE 10. TRANSFER LIMITATION
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ARTICLE 11. AMENDMENT
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ARTICLE 12. COUNTERPARTS
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6 | |||
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ARTICLE 13. MISCELLANEOUS
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6 | |||
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EXHIBIT 1 CONTENT OF THE TECHNICAL SUPPORT SERVICES
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7 | |||
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EXHIBIT 2 TECHNICAL SUPPORT SERVICE FEE
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8 | |||
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2
3
4
5
6
7
8
ARTICLE 1. DEFINITIONS
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3 | |||
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ARTICLE 2. SECURITIES INVESTMENT AND CONSULTANCY INFORMATION AND TECHNICAL SUPPORT
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3 | |||
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ARTICLE 3. TECHNICAL SUPPORT SERVICE FEE
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4 | |||
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ARTICLE 4. REPRESENTATIONS AND WARRANTIES
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4 | |||
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ARTICLE 5. CONFIDENTIALITY
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4 | |||
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ARTICLE 6. GOVERNING LAW AND EVENTS OF DEFAULT
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4 | |||
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ARTICLE 7. DISPUTE RESOLUTION
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5 | |||
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ARTICLE 8. EFFECTIVENESS
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5 | |||
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ARTICLE 9. NO SUBSEQUENT OBLIGATION
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5 | |||
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ARTICLE 10. TRANSFER LIMITATION
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5 | |||
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ARTICLE 11. AMENDMENT
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6 | |||
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ARTICLE 12. COUNTERPARTS
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6 | |||
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ARTICLE 13. MISCELLANEOUS
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6 | |||
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EXHIBIT 1 CONTENT OF THE TECHNICAL SUPPORT SERVICES
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7 | |||
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EXHIBIT 2 TECHNICAL SUPPORT SERVICE FEE
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8 | |||
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2
3
4
5
6
7
8
ARTICLE 1. DEFINITIONS
|
3 | |||
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ARTICLE 2. SECURITIES INVESTMENT AND CONSULTANCY INFORMATION AND TECHNICAL SUPPORT
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3 | |||
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ARTICLE 3. TECHNICAL SUPPORT SERVICE FEE
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4 | |||
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ARTICLE 4. REPRESENTATIONS AND WARRANTIES
|
4 | |||
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ARTICLE 5. CONFIDENTIALITY
|
4 | |||
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ARTICLE 6. GOVERNING LAW AND EVENTS OF DEFAULT
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4 | |||
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ARTICLE 7. DISPUTE RESOLUTION
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5 | |||
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ARTICLE 8. EFFECTIVENESS
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5 | |||
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ARTICLE 9. NO SUBSEQUENT OBLIGATION
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5 | |||
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ARTICLE 10. TRANSFER LIMITATION
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5 | |||
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ARTICLE 11. AMENDMENT
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6 | |||
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ARTICLE 12. COUNTERPARTS
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6 | |||
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ARTICLE 13. MISCELLANEOUS
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6 | |||
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EXHIBIT 1 CONTENT OF THE TECHNICAL SUPPORT SERVICES
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7 | |||
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EXHIBIT 2 TECHNICAL SUPPORT SERVICE FEE
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8 | |||
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2
3
4
5
6
7
8
Post Code: 100080
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Legal Representative: Jun Wang | |
Tel: 58325305
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Fax: 58325300 |
Post Code: 100081
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Legal Representative /Principal: Jia Li | |
Tel: 68484496
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Fax: 68703175 |
Post Code: 100000
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Legal Representative /Principal: Wei Xiong | |
Tel: 58325305
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Fax: 58325300 |
PERCENTAGE | ||||||||
COUNTRY OF | OWNERSHIP | |||||||
NAME | INCORPORATION | INTEREST | ||||||
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Subsidiaries:
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||||||||
China Finance Online (Beijing) Co., Ltd.
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PRC | 100 | % | |||||
Fortune Software (Beijing) Co., Ltd.
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PRC | 100 | % | |||||
Fortune (Beijing) Wisdom Technology Co., Ltd.
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PRC | 100 | % | |||||
Fortune (Beijing) Success Technology Co., Ltd.
|
PRC | 100 | % | |||||
Shenzhen Genius Information Technology Co., Ltd.
|
PRC | 100 | % | |||||
Jujin Software (Shenzhen) Co., Ltd.
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PRC | 100 | % | |||||
Juda Software (Shenzhen) Co., Ltd.
|
PRC | 100 | % | |||||
Stockstar Information Technology (Shanghai) Co., Ltd.
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PRC | 100 | % | |||||
Zhengning Information & Technology (Shanghai) Co., Ltd.
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PRC | 100 | % | |||||
Zhengtong
Information Technology (Shanghai) Co., Ltd.
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PRC | 100 | % | |||||
Zhengyong
Information Technology (Shanghai) Co., Ltd.
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PRC | 100 | % | |||||
Daily Growth Financial Holdings Limited
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BVI | 100 | % | |||||
Giant Bright International Holdings Limited
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BVI | 100 | % | |||||
Mount First Investments Limited
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BVI | 100 | % | |||||
Mainfame Group Limited
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BVI | 100 | % | |||||
Manca Development Limited
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BVI | 100 | % | |||||
Team Gear Limited
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Hong Kong, PRC | 100 | % | |||||
Kinco Limited
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Hong Kong, PRC | 100 | % | |||||
Danford (H.K) Limited
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Hong Kong, PRC | 100 | % | |||||
Kingford International Limited
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Hong Kong, PRC | 100 | % | |||||
Asiaciti (H.K.) Limited
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Hong Kong, PRC | 100 | % | |||||
Daily Growth Securities Limited
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Hong Kong, PRC | 100 | % | |||||
Daily Growth Futures Limited
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Hong Kong, PRC | 100 | % | |||||
Daily Growth Wealth Management Limited
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Hong Kong, PRC | 100 | % | |||||
Daily Growth Investment Services Limited
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Hong Kong, PRC | 100 | % | |||||
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||||||||
Variable interest entities:
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||||||||
Beijing Fuhua Innovation Technology Investment Co., Ltd.
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PRC | Nil | ||||||
Shanghai Shangtong Co., Ltd.
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PRC | Nil | ||||||
Shanghai Chongzhi Co., Ltd.
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PRC | Nil | ||||||
Shanghai Decheng Information & Technology Co., Ltd.
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PRC | Nil | ||||||
Beijing Premium Technology Co., Ltd.
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PRC | Nil | ||||||
Beijing Glory Technology Co., Ltd.
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PRC | Nil | ||||||
Huifu Jinyuan Co., Ltd.
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PRC | Nil | ||||||
Zhongcheng Futong Co., Ltd.
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PRC | Nil | ||||||
Fortune (Beijing) Yingchuang Technology Co., Ltd.
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PRC | Nil | ||||||
Fortune (Beijing) Qicheng Technology Co., Ltd.
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PRC | Nil | ||||||
Beijing Chuangying Advisory and Investment Co., Ltd.
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PRC | Nil | ||||||
Shenzhen Newrand Securities Advisory and Investment Co., Ltd.
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PRC | Nil | ||||||
Shenzhen Shangtong Software Co., Ltd.
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PRC | Nil | ||||||
|
||||||||
Subsidiaries of variable interest entities:
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||||||||
Shanghai Meining Computer Software Co., Ltd.
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PRC | Nil | ||||||
Shenzhen Newrand Securities Training Center
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PRC | Nil | ||||||
Shanghai
Securities Consulting Co., Ltd.
|
PRC | Nil |
1. | I have reviewed this annual report on Form 20-F of China Finance Online Co. Limited; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; |
4. | The companys other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Evaluated the effectiveness of the companys disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(c) | Disclosed in this report any change in the companys internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the companys internal control over financial reporting; and |
5. | The companys other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the companys auditors and the audit committee of the companys board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the companys ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the companys internal control over financial reporting. |
/s/ Zhao Zhiwei | ||||
Name: | Zhao Zhiwei | |||
Title: | Chief Executive Officer |
1. | I have reviewed this annual report on Form 20-F of China Finance Online Co. Limited; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; |
4. | The companys other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Evaluated the effectiveness of the companys disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(c) | Disclosed in this report any change in the companys internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the companys internal control over financial reporting; and |
5. | The companys other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the companys auditors and the audit committee of the companys board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the companys ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the companys internal control over financial reporting. |
/s/ Jeff Wang | ||||
Name: | Jeff Wang | |||
Title: | Chief Financial Officer |
/s/ Zhao Zhiwei | ||||
Name: | Zhao Zhiwei | |||
Title: | Chief Executive Officer |
/s/ Jeff Wang | ||||
Name: | Jeff Wang | |||
Title: | Chief Financial Officer |
American Appraisal China Limited
1506 Dah Sing Financial Centre 108 Gloucester Road / Wanchai / Hong Kong Tel +852 2511 5200 / Fax +852 2511 9626 Leading / Thinking / Performing |
Subject: |
WRITTEN CONSENT OF AMERICAN APPRAISAL CHINA LIMITED
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Yours faithfully, | |
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AMERICAN APPRAISAL CHINA LIMITED |