o
|
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(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
|
|
For the fiscal year ended December 31, 2013
|
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
Date of event requiring this shell company report
|
Title of each class
|
Name of each exchange on which registered
|
||
None
|
None
|
Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ |
|
|
Jurisdiction
of
|
Legal
Ownership
|
Name
|
|
Incorporation
|
Interest
|
Fortune Software (Beijing) Co., Ltd.
|
|
PRC
|
100%
|
China Finance Online (Beijing) Co., Ltd.
|
|
PRC
|
100%
|
Beijing Fuhua Innovation Technology Development Co., Ltd. *
|
|
PRC
|
Nil
|
Fortune (Beijing) Success Technology Co., Ltd.
|
PRC
|
100%
|
|
Beijing Chuangying Advisory and Investment Co., Ltd.*
|
PRC
|
Nil
|
|
Shanghai Meining Computer Software Co., Ltd.*
|
PRC
|
Nil
|
|
Zhengning Information & Technology (Shanghai) Co., Ltd.
|
PRC
|
100%
|
|
Zhengyong Information & Technology (Shanghai) Co., Ltd.
|
PRC
|
100%
|
|
Zhengtong Information & Technology (Shanghai) Co., Ltd.
|
PRC
|
100%
|
|
Shanghai Chongzhi Co., Ltd.*
|
PRC
|
Nil
|
|
Fortune (Beijing) Qicheng Technology Co., Ltd.*
|
PRC
|
Nil
|
|
Shanghai Stockstar Securities Advisory and Investment Co., Ltd. *
|
PRC
|
Nil
|
|
Jujin Software (Shenzhen) Co., Ltd.
|
PRC
|
100%
|
|
Fortune (Beijing) Huiying Investment Consulting Co., Ltd.*
|
PRC
|
Nil
|
|
Shanghai Stockstar Wealth Management Co., Ltd.*
|
PRC
|
Nil
|
|
Shenzhen Genius Information Technology Co., Ltd.
|
PRC
|
100%
|
|
Shenzhen Shangtong Software Co., Ltd.
*
|
PRC
|
Nil
|
|
Shenzhen Newrand Securities Advisory and Investment Co., Ltd.*
|
PRC
|
Nil
|
|
Zhengjin (Fujian) Precious Metals Investment Co., Ltd.*
|
PRC
|
Nil
|
|
Henghui (Tianjin) Precious Metals Management Co., Ltd. *
|
PRC
|
Nil
|
|
Zhengjin (Tianjin) Precious Metals Management Co., Ltd. *
|
PRC
|
Nil
|
|
Zhengjin (Shanghai) Precious Metals Management Co., Ltd. *
|
PRC
|
Nil
|
|
East Win Investment Consulting Co., Ltd.*
|
PRC
|
Nil
|
|
Shenzhen Tahoe Investment and Development Co., Ltd.*
|
PRC
|
Nil
|
|
Netinfo (Beijing) Technology Co., Ltd.*
|
PRC
|
Nil
|
|
Sinoinfo (Dalian) Investment Consulting Co., Ltd.*
|
PRC
|
Nil
|
|
iSTAR Financial Holdings Limited
|
BVI
|
85%
|
|
iSTAR International Securities Co. Limited
|
Hong Kong
|
85%
|
|
iSTAR International Futures Co. Limited
|
Hong Kong
|
85%
|
|
iSTAR International Wealth Management Co. Limited
|
Hong Kong
|
85%
|
|
iSTAR International Investment Services Co. Limited
|
Hong Kong
|
85%
|
|
iSTAR International Credit Co. Limited
|
Hong Kong
|
85%
|
·
|
have the power to direct the activities that most significantly affect the economic performance of the VIEs and their subsidiaries;
|
·
|
receive substantially all of the economic benefits from the VIEs and their subsidiaries in consideration for the services provided by our WFOEs; and
|
·
|
have an exclusive option to purchase from each of the shareholders of the VIEs all or part of the VIEs’ equity interest, when and to the extent permitted by PRC law, or request any existing shareholder of VIEs to transfer all or part of the equity interest in the VIEs to another PRC person or entity designated by us at any time in our discretion.
|
Exclusive technology consulting and management service agreement
.
Pursuant to a series of technology support and service agreements, the WFOEs retain the exclusive right to provide the VIEs and their subsidiaries technology support and consulting services and exclusive management consulting service. As a result of these services, the WFOEs are entitled to charge the VIEs and their subsidiaries annual service fees. The principal services agreements that the WFOEs have entered into with the VIEs include:
|
·
|
strategic consulting services agreement, pursuant to which the amount of fees to be charged is 30% of each VIE’s income before tax;
|
·
|
technical support services agreement, pursuant to which the amount of fees to be charged is 30% of each VIE’s income before tax; and
|
·
|
operating support services agreement, pursuant to which the amount of fees to be charged is 40% of each VIE’s income before tax.
|
·
|
the corporate structure of the Company and its subsidiaries and our PRC-incorporated affiliates are in compliance with existing PRC laws and regulations; and
|
·
|
the contractual arrangements governing each of our VIE relationships are valid, binding and enforceable under, and do not violate PRC laws or regulations currently in effect.
|
Variable interest entities
|
Business sector
|
Beijing Fuhua Innovation Technology Development Co., Ltd.
|
Web portal and advertising services
|
Shanghai Chongzhi Co., Ltd.
|
Subscription services and other related services
|
Fortune (Beijing) Qicheng Technology Co., Ltd.
|
Subscription services and other related services
|
Shenzhen Newrand Securities Advisory and Investment Co., Ltd.
|
Subscription services and other related services
|
Shanghai Stockstar Wealth Management Co., Ltd
|
Precious metals trading services
|
Years ended December 31, 2013
|
||||||||||||
PRC
|
Hong Kong
|
Total
|
||||||||||
Precious metals trading services revenues
|
30,124,245 | - | 30,124,245 | |||||||||
Hong Kong brokerage services revenues
|
- | 3,404,767 | 3,404,767 | |||||||||
Subscription services and other related services revenues
|
19,209,065 | - | 19,209,065 | |||||||||
Total revenues from external customers
|
49,333,310 | 3,404,767 | 52,738,077 |
Years ended December 31, 2012
|
||||||||||||
PRC
|
Hong Kong
|
Total
|
||||||||||
Hong Kong brokerage services revenues
|
- | 3,817,762 | 3,817,762 | |||||||||
Subscription services and other related services revenues
|
25,781,724 | - | 25,781,724 | |||||||||
Total revenues from external customers
|
25,781,724 | 3,817,762 | 29,599,486 |
Years ended December 31, 2011
|
||||||||||||
PRC
|
Hong Kong
|
Total
|
||||||||||
Hong Kong brokerage services revenues
|
- | 3,539,664 | 3,539,664 | |||||||||
Subscription services and other related services revenues
|
49,468,401 | - | 49,468,401 | |||||||||
Total revenues from external customers
|
49,468,401 | 3,539,664 | 53,008,065 |
For the year ended December 31,
|
||||||||
2012
|
2013
|
|||||||
Cash, cash equivalents and restricted cash
held inside of the PRC and subject to restrictions
|
||||||||
Denomination in RMB
|
$ | 55,629,246 | $ | 26,912,31 | ||||
Denomination in foreign currencies
|
$ | 424 | $ | 480 | ||||
Cash, cash equivalents and restricted cash
held by VIEs and VIEs’ subsidiaries in the PRC
|
||||||||
Denomination in RMB
|
$ | 6,815,785 | $ | 19,412,207 | ||||
Denomination in foreign currencies
|
- | - | ||||||
Cash, cash equivalents and restricted cash
held outside of the PRC
|
||||||||
Denomination in RMB
|
$ | 67,570 | $ | 66,294 | ||||
Denomination in foreign currencies
|
$ | 14,083,040 | $ | 9,395,807 |
Name
|
Age
|
Position
|
Expiration of Term
|
Zhiwei Zhao
|
50
|
Chairman of the Board of Directors and Chief Executive Officer
|
-
|
Kheng Nam Lee
|
66
|
Director
|
Date of 2015 annual general meeting
|
Rongquan Leng
|
65
|
Director
|
Date of 2014 annual general meeting
|
Neo Chee Beng
|
53
|
Director
|
Date of 2015 annual general meeting
|
Jun (Jeff) Wang
|
43
|
Director and Chief Financial Officer
|
Date of 2014 annual general meeting
|
A.
|
Major shareholders.
|
Exhibit
Number
|
Description
|
|
1.1
|
Amended and Restated Memorandum and Articles of Association of China Finance Online Co. Limited (incorporated by reference to Exhibit 3.1 from our Registration Statement on Form F-1 (File No. 333-119166) filed with the Securities and Exchange Commission on October 4, 2004)
|
|
2.1
|
Specimen ordinary share certificate (incorporated by reference to Exhibit 4.1 from our Registration Statement on Form F-1 (File No. 333-119166) filed with the Securities and Exchange Commission on September 21, 2004)
|
|
2.2
|
Specimen American depositary receipt of China Finance Online Co. Limited (Incorporated by reference to the Registration Statement on Form F-6 (File No. 333-119530) filed with the Securities and Exchange Commission with respect to American depositary shares representing ordinary shares on October 5, 2004
|
4.1
|
2004 Incentive Stock Option Plan and form of option agreement (incorporated by reference to Exhibit 4.1 from our 2006 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on May 29, 2007)
|
|
4.2
|
Restricted Stock Issuance and Allocation Agreement-2007 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 on Form 6-K (File No. 000-50975) filed with the Securities and Exchange Commission on August 24, 2007)
|
|
4.3
|
Amended Restricted Stock Issuance and Allocation Agreement 2007 Equity Incentive Plan dated May 20, 2009(incorporated by reference to Exhibit 4.3 from our 2009 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on May 28, 2010)
|
|
4.4
|
Translation of Purchase Option and Cooperation Agreement dated May 27, 2004 among China Finance Online Co. Limited, Jun Ning, Wu Chen and CFO Fuhua (incorporated by reference to Exhibit 10.3 from our Registration Statement on Form F-1 (File No. 333-119166) filed with the Securities and Exchange Commission on September 21, 2004)
|
|
4.5
|
Translation of Share Pledge Agreement dated May 27, 2004 among Jun Ning, Wu Chen and CFO Beijing (incorporated by reference to Exhibit 10.4 from our Registration Statement on Form F-1 (File No. 333-119166) filed with the Securities and Exchange Commission on September 21, 2004)
|
|
4.6
|
Translation of Framework Agreement on Exercising Purchase Option dated November 20, 2006 by and among Jun Ning, Wu Chen, Zhiwei Zhao, CFO Fuhua and CFO Beijing(incorporated by reference to Exhibit 4.7 from our 2006 Annual Report on Form 20-F (File No.000-50975 ) filed with the Securities and Exchange Commission on May 29, 2007)
|
|
4.7
|
Translation of Purchase Option and Cooperation Agreement dated November 20, 2006 among China Finance Online Co. Limited, Zhiwei Zhao, Wu Chen, CFO Fuhua and CFO Beijing (incorporated by reference to Exhibit 4.10 from our 2006 Annual Report on Form 20-F (File No.000-50975 ) filed with the Securities and Exchange Commission on May 29, 2007)
|
|
4.8
|
Translation of Share Pledge Agreement dated November 20, 2006 among Zhiwei Zhao, Wu Chen, CFO Fuhua and CFO Beijing(incorporated by reference to Exhibit 4.11 from our 2006 Annual Report on Form 20-F (File No.000-50975 ) filed with the Securities and Exchange Commission on May 29, 2007)
|
|
4.9
|
Translation of Equipment Lease Agreement between CFO Beijing and CFO Fuhua dated May 27, 2004 (incorporated by reference to Exhibit 10.7 from our Registration Statement on Form F-1 (File No. 333-119166) filed with the Securities and Exchange Commission on September 21, 2004)
|
|
4.10
|
Translation of Technical Support Agreement between CFO Beijing and CFO Fuhua dated May 27, 2004 (incorporated by reference to Exhibit 10.8 from our Registration Statement on Form F-1 (File No. 333-119166) filed with the Securities and Exchange Commission on September 21, 2004)
|
|
4.11
|
Translation of Amended and Restated Strategic Consulting Agreement between CFO Beijing and CFO Fuhua dated May 27, 2004 (incorporated by reference to Exhibit 10.9 from our Registration Statement on Form F-1 (File No. 333-119166) filed with the Securities and Exchange Commission on September 21, 2004)
|
|
4.12
|
Translation of Framework Agreement on Exercising Purchase Option dated October 18, 2007 by and among China Finance Online Co. Limited, Wu Chen, Zhiwei Zhao, Jun Wang, CFO Fuhua and CFO Beijing (incorporated by reference to Exhibit 4.15 from our 2007 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on June 5, 2008)
|
|
4.13
|
Translation of Share Transfer Contract (related to shares of CFO Fuhua) dated October 18, 2007 by and between Wu Chen and Jun Wang (incorporated by reference to Exhibit 4.17 from our 2007 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on June 5, 2008)
|
4.14
|
Translation of Share Pledge Agreement dated October 18, 2007 among Zhiwei Zhao, Jun Wang, CFO Fuhua and CFO Beijing (incorporated by reference to Exhibit 4.18 from our 2007 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on June 5, 2008)
|
|
4.15
|
Translation of Purchase Option and Cooperation Agreement dated October 18, 2007 among China Finance Online Co. Limited, Zhiwei Zhao, Jun Wang and CFO Fuhua (incorporated by reference to Exhibit 4.19 from our 2007 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on June 5, 2008)
|
|
4.16
|
Translation of Purchase Option and Cooperation Agreement dated March 3, 2008 among China Finance Online Co. Limited, Zhiwei Zhao, Jun Wang and CFO Fuhua (incorporated by reference to Exhibit 4.20 from our 2007 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on June 5, 2008)
|
|
4.17
|
Translation of Translation of Share Pledge Agreement dated March 3,2008 among Zhiwei Zhao, Jun Wang, CFO Fuhua and CFO Beijing (incorporated by reference to Exhibit 4.23 from our 2007 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on June 5, 2008)
|
|
4.18
|
Translation of Loan Agreement dated November 20, 2009 among CFO Chuangying, Yang Yang and Lin Yang (incorporated by reference to Exhibit 4.51 from our 2009 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on May 28, 2010)
|
|
4.19
|
Translation of Share Pledge Agreement dated November 20, 2009 among CFO Chuangying, Yang Yang and Lin Yang (incorporated by reference to Exhibit 4.52 from our 2009 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on May 28, 2010)
|
|
4.20
|
Translation of Purchase Option Agreement dated November 20, 2009 among CFO Chuangying, CFO Qicheng, Yang Yang and Lin Yang (incorporated by reference to Exhibit 4.53 from our 2009 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on May 28, 2010)
|
|
4.21
|
Translation of Operation Agreement dated November 20, 2009 between CFO Chuangying and CFO Qicheng (incorporated by reference to Exhibit 4.54 from our 2009 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on May 28, 2010)
|
|
4.22
|
Translation of Technical Support Agreement dated November 20, 2009 between CFO Chuangying and CFO Qicheng (incorporated by reference to Exhibit 4.55 from our 2009 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on May 28, 2010)
|
|
4.23
|
Translation of Strategic Consulting and Service Agreement dated November 20, 2009 between CFO Chuangying and CFO Qicheng (incorporated by reference to Exhibit 4.56 from our 2009 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on May 28, 2010)
|
|
4.24
|
Translation of Loan Agreement dated September 1, 2007 among Fortune Software (Beijing) Co., Ltd., Wu Chen and Zhiwei Zhao (incorporated by reference to Exhibit 4.30 from our 2007 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on June 5, 2008)
|
|
4.25
|
Translation of Framework Agreement among Fortune Software (Beijing) Co., Ltd., Wu Chen, Jun Wang and Beijing Glory Co., Ltd. dated September 10, 2007 (incorporated by reference to Exhibit 4.29 from our 2007 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on June 5, 2008)
|
|
4.26
|
Translation of Share Transfer Contract (related to shares of Beijing Glory Co., Ltd.) dated September 10, 2007 by and between Wu Chen and Jun Wang (incorporated by reference to Exhibit 4.31 from our 2007 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on June 5, 2008)
|
|
4.27
|
Translation of Purchase Option Agreement dated September 10, 2007 among China Finance Online Co. Limited, Jun Wang, Zhiwei Zhao and Beijing Glory Co., Ltd. (incorporated by reference to Exhibit 4.3 from our 2007 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on June 5, 2008)
|
4.28
|
Translation of Operation Agreement dated September 10, 2007 by and between Fortune Software (Beijing) Co., Ltd. and Beijing Glory Co., Ltd. (incorporated by reference to Exhibit 4.32 from our 2007 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on June 5, 2008)
|
|
4.29
|
Translation of Technical Support Agreement between Fortune Software (Beijing) Co., Ltd. and Beijing CFO Glory Co., Ltd. dated September 10, 2007 (incorporated by reference to Exhibit 4.33 from our 2007 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on June 5, 2008)
|
|
4.30
|
Translation of Strategic Consulting and Service Agreement between Fortune Software (Beijing) Co., Ltd. and Beijing Glory Co., Ltd. dated September 10, 2007 (incorporated by reference to Exhibit 4.34 from our 2007 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on June 5, 2008)
|
|
4.31
|
Translation of Framework Agreement for Exercise of Purchase Option dated June 2, 2009 among Wei Xiong, Zhenfei Fan, Zhiwei Zhao, Jun Wang, CFO Software and CFO Premium (incorporated by reference to Exhibit 4.35 from our 2009 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on May 28, 2010)
|
|
4.32
|
Translation of Purchase Option Agreement dated June 2, 2009 among CFO Software, CFO Premium, Zhiwei Zhao and Jun Wang (incorporated by reference to Exhibit 4.36 from our 2009 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on May 28, 2010)
|
|
4.33
|
Translation of Share Pledge Agreement dated June 2, 2009 among CFO Software, Zhiwei Zhao and Jun Wang (incorporated by reference to Exhibit 4.37 from our 2009 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on May 28, 2010)
|
|
4.34
|
Translation of Operation Agreement among dated August 21, 2007 by and between Fortune Software (Beijing) Co., Ltd. and Beijing CFO Premium Technology Co., Ltd.(incorporated by reference to Exhibit 4.25 from our 2007 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on June 5, 2008)
|
|
4.35
|
Translation of Technical Support Agreement between Fortune Software (Beijing) Co., Ltd. and Beijing CFO Premium Technology Co., Ltd. dated August 21, 2007 (incorporated by reference to Exhibit 4.26 from our 2007 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on June 5, 2008)
|
|
4.36
|
Translation of Strategic Consulting and Service Agreement between Fortune Software (Beijing) Co., Ltd. and Beijing Premium Technology Co., Ltd. dated August 21, 2007 (incorporated by reference to Exhibit 4.27 from our 2007 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on June 5, 2008)
|
|
4.37
|
Translation of Loan Agreement dated November 25, 2009 among CFO Chuangying, Yang Yang and Lin Yang (incorporated by reference to Exhibit 4.57 from our 2009 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on May 28, 2010)
|
|
4.38***
|
Translation of Framework Agreement of Exercising Purchase Option dated November 1, 2012 among Yang Yang, Ying Zhu, CFO Chuangying and CFO Yingchuang
|
|
4.39***
|
Translation of Share Pledge Agreement dated November 1, 2012 among CFO Chuangying, Ying Zhu and Lin Yang
|
|
4.40
|
Translation of Operation Agreement dated November 25, 2009 between CFO Chuangying and CFO Yingchuang (incorporated by reference to Exhibit 4.60 from our 2009 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on May 28, 2010)
|
|
4.41
|
Translation of Technical Support Agreement dated November 25, 2009 between CFO Chuangying and CFO Yingchuang (incorporated by reference to Exhibit 4.61 from our 2009 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on May 28, 2010)
|
4.42
|
Translation of Strategic Consulting and Service Agreement dated November 25, 2009 between CFO Chuangying and CFO Yingchuang (incorporated by reference to Exhibit 4.62 from our 2009 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on May 28, 2010)
|
|
4.43***
|
Translation of Loan Agreement dated May 8,2008 among CFO Software, Zhenfei Fan and Xun Zhao
|
|
4.44***
|
Translation of Framework Agreement of Exercising Purchase Option dated January 8, 2010 among Zhenfei Fan, Xun Zhao, Zhengyan Wu, CFO Chongzhi and CFO Software
|
|
4.45***
|
Translation of Purchase Option and Cooperation Agreement dated January 8, 2010 among Xun Zhao, Zhengyan Wu and CFO Software
|
|
4.46***
|
Translation of Share Pledge Agreement dated January 8, 2010 among Xun Zhao, Zhengyan Wu and CFO Software
|
|
4.47***
|
Translation of Operation Agreement dated June 8, 2008 between CFO Chongzhi and CFO Software
|
|
4.48***
|
Translation of Technical Support Agreement dated June 8, 2008 between CFO Chongzhi and CFO Software
|
|
4.49***
|
Translation of Strategic Consulting and Service Agreement dated June 8, 2008 between CFO Chongzhi and CFO Software
|
|
4.50
|
Translation of Loan Agreement dated November 25,2009 among CFO Chongzhi, Zhihong Wang and Ran Yuan (incorporated by reference to Exhibit 4.63 from our 2009 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on May 28, 2010)
|
|
4.51
|
Purchase Option Agreement dated November 30, 2009 among CFO Chongzhi, Shanghai Stockstar Information & Technology Co., Ltd., Ran Yuan and Zhihong Wang (incorporated by reference to Exhibit 4.65 from our 2009 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on May 28, 2010)
|
|
4.52***
|
Translation of Framework Agreement of Exercising Purchase Option dated April 6, 2010 among Zhihong Wang, Na Zhang, CFO Chongzhi and Shanghai Stockstar Information & Technology Co., Ltd.
|
|
4.53***
|
Translation of Framework Agreement of Exercising Purchase Option dated November 8, 2010 among Ran Yuan, Xun Zhao, CFO Chongzhi and Shanghai Stockstar Information & Technology Co., Ltd.
|
|
4.54***
|
Translation of Share Pledge Agreement dated January 15, 2012 among Na Zhang, Xun Zhao and CFO Chongzhi
|
|
4.55
|
Translation of Operation Agreement dated November 30, 2009 between CFO Chongzhi and Shanghai Stockstar Information & Technology Co., Ltd. (incorporated by reference to Exhibit 4.66 from our 2009 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on May 28, 2010)
|
|
4.56
|
Translation of Technical Support Agreement dated November 30, 2009 between CFO Chongzhi and Shanghai Stockstar Information & Technology Co., Ltd. (incorporated by reference to Exhibit 4.67 from our 2009 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on May 28, 2010)
|
|
4.57
|
Translation of Strategic Consulting and Service Agreement dated November 30, 2009 between CFO Chongzhi and Shanghai Stockstar Information & Technology Co., Ltd. (incorporated by reference to Exhibit 4.68 from our 2009 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on May 28, 2010)
|
|
4.58***
|
Translation of Loan Agreement dated March 29, 2011 among CFO Zhengtong, Zhiwei Zhao and Jun Wang
|
4.59***
|
Translation of Purchase Option and Cooperation Agreement dated March 29, 2011 among Zhiwei Zhao, Jun Wang, Stockstar Wealth Management and CFO Zhengtong
|
|
4.60***
|
Translation of Share Pledge Agreement dated March 29, 2011 among Zhiwei Zhao, Jun Wang and CFO Zhengtong
|
|
4.61***
|
Translation of Operation Agreement dated March 29, 2011 between Stockstar Wealth Management and CFO Zhengtong
|
|
4.62***
|
Translation of Technical Support Agreement dated March 29, 2011 between Stockstar Wealth Management and CFO Zhengtong
|
|
4.63***
|
Translation of Strategic Consulting and Service Agreement dated March 29, 2011 between Stockstar Wealth Management and CFO Zhengtong
|
|
4.64***
|
Translation of Framework Agreement of Exercising Purchase Option dated November 15, 2012 among Zhiwei Zhao, Jun Wang, Xiaowei Wang, Na Zhang, CFO Chuangying and CFO Software
|
|
4.65***
|
Translation of Purchase Option and Cooperation Agreement dated December 11, 2012 among Xiaowei Wang, Na Zhang, CFO Chuangying and CFO Software
|
|
4.66***
|
Translation of Share Pledge Agreement dated November 15, 2012 among Xiaowei Wang, Na Zhang and CFO Software
|
|
4.67
|
Translation of Operation Agreement dated February 12, 2009 between CFO Software and CFO Chuangying (incorporated by reference to Exhibit 4.40 from our 2009 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on May 28, 2010)
|
|
4.68
|
Translation of Technical Support Agreement dated February 12, 2009 between CFO Software and CFO Chuangying (incorporated by reference to Exhibit 4.41 from our 2009 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on May 28, 2010)
|
|
4.69
|
Translation of Strategic Consulting and Service Agreement dated February 12, 2009 between CFO Software and CFO Chuangying (incorporated by reference to Exhibit 4.42 from our 2009 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on May 28, 2010)
|
|
4.70***
|
Translation of Loan Agreement dated April 30, 2013 among Lin Yang, Ying Zhu and CFO Software
|
|
4.71***
|
Translation of Purchase Option and Cooperation Agreement dated April 30, 2013 among Lin Yang, Ying Zhu, Aishang (Beijing) Fortune Technology Co., Ltd. and CFO Software
|
|
4.72***
|
Translation of Share Pledge Agreement dated April 30, 2013 among Lin Yang, Ying Zhu and CFO Software
|
|
4.73***
|
Translation of Operation Agreement dated April 30, 2013 between CFO Software and Aishang (Beijing) Fortune Technology Co., Ltd.
|
|
4.74***
|
Translation of Technical Support Agreement dated April 30, 2013 between CFO Software and Aishang (Beijing) Fortune Technology Co., Ltd.
|
|
4.75***
|
Translation of Strategic Consulting and Service Agreement dated April 30, 2013 between CFO Software and Aishang (Beijing) Fortune Technology Co., Ltd.
|
|
4.76***
|
Translation of Loan Agreement dated January 2, 2012 among Shiyuan Lu, Ming Li and CFO Software
|
|
4.77***
|
Translation of Purchase Option and Cooperation Agreement dated January 2, 2012 among Shiyuan Li, Ming Li, Shanghai Maibu Investment Management Co., Ltd. and CFO Software
|
|
4.78***
|
Translation of Operation Agreement dated January 2, 2012 between CFO Software and Shanghai Maibu Investment Management Co., Ltd.
|
|
4.79***
|
Translation of Technical Support Agreement dated January 2, 2012 between CFO Software and Shanghai Maibu Investment Management Co., Ltd.
|
4.80***
|
Translation of Strategic Consulting and Service Agreement dated January 2, 2012 between CFO Software and Shanghai Maibu Investment Management Co., Ltd.
|
|
4.81***
|
Translation of Loan Agreement dated July 1, 2013 among Na Zhang, Ran Tao and CFO Zhengyong
|
|
4.82***
|
Translation of Purchase Option and Cooperation Agreement dated July 1, 2013 among Na Zhang, Ran Tao, CFO East Win and CFO Zhengyong
|
|
4.83***
|
Translation of Operation Agreement dated July 1, 2013 between CFO Zhengyong and CFO East Win
|
|
4.84***
|
Translation of Technical Support Agreement dated January 2, 2012 between CFO Zhengyong and CFO East Win
|
|
4.85***
|
Translation of Strategic Consulting and Service Agreement dated January 2, 2012 between CFO Zhengyong and CFO East Win
|
|
4.86***
|
Translation of Loan Agreement dated July 26, 2013 among Lin Yang, Cao Chen and CFO Zhengyong
|
|
4.87***
|
Translation of Purchase Option and Cooperation Agreement dated July 26, 2013 among Lin Yang, Cao Chen CFO Newrand and CFO Zhengyong
|
|
4.88***
|
Translation of Operation Agreement dated July 26, 2013 between CFO Zhengyong and CFO Newrand
|
|
4.89***
|
Translation of Technical Support Agreement dated January 2, 2012 between CFO Zhengyong and CFO Newrand
|
|
4.90***
|
Translation of Strategic Consulting and Service Agreement dated January 2, 2012 between CFO Zhengyong and CFO Newrand
|
|
4.91***
|
Translation of Loan Agreement dated July 1, 2013 among Wei Cui, Haibin Wang and CFO Zhengyong
|
|
4.92***
|
Translation of Purchase Option and Cooperation Agreement dated July 1, 2013 among Wei Cui, Haibin Wang, CFO Netinfo and CFO Zhengyong
|
|
4.93***
|
Translation of Operation Agreement dated July 1, 2013 between CFO Zhengyong and CFO Netinfo
|
|
4.94***
|
Translation of Technical Support Agreement dated July 1, 2013 between CFO Zhengyong and CFO Netinfo
|
|
4.95***
|
Translation of Strategic Consulting and Service Agreement dated July 1, 2013 between CFO Zhengyong and CFO Netinfo
|
|
4.96
|
Translation of Labor Contract of Zhao Zhiwei dated June 21, 2010 (incorporated by reference to Exhibit 4.103 from our 2010 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on May 31, 2011)
|
|
4.97
|
Translation of Labor Contract of Jeff Wang dated May 24, 2011(incorporated by reference to Exhibit 4.104 from our 2010 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on May 31, 2011)
|
|
4.98
|
Translation of Shenzhen Stock Exchange Proprietary Information License Agreement dated March, 2012 between CFO Fuhua and Shenzhen Securities Information Co., Ltd. (Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment under Rule 83 (17 C.F.R. Section 200.83). The omitted materials have been filed separately with the Securities and Exchange Commission.; filed as Exhibit 4.61 to the Company's Report on Form 20-F (File No.000-50975) filed on April 30, 2012, and incorporated herein by reference)
|
4.99
|
Translation of Securities Information License Contract dated December 26, 2011 between SSE Infonet Ltd. and CFO Fuhua (Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment under Rule 83 (17 C.F.R. Section 200.83). The omitted materials have been filed separately with the Securities and Exchange Commission., which request is pending; filed as Exhibit 4.62 to the Company's Report on Form 20-F (File No.000-50975) filed on April 30, 2012, and incorporated herein by reference)
|
|
4.100
|
Market Data Vendor License Agreement dated March 31, 2011 between HKEx Information Services Limited and CFO Software (filed as Exhibit 4.63 to the Company's Report on Form 20-F (File No.000-50975) filed on April 30, 2012, and incorporated herein by reference)
|
|
4.101
|
Translation of China Financial Futures Exchange Futures Information License Agreement dated April 8, 2009 between CFO Software and China Financial Futures Exchange (Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment under Rule 83 (17 C.F.R. Section 200.83). The omitted materials have been filed separately with the Securities and Exchange Commission.) (incorporated by reference to Exhibit 4.75 from our 2009 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on May 28, 2010); Supplemental Agreement dated April 16, 2011 (Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment under Rule 83 (17 C.F.R. Section 200.83). The omitted materials have been filed separately with the Securities and Exchange Commission.) (incorporated by reference to Exhibit 4.78 from our 2010 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on May 31, 2011)
|
|
4.102
|
Translation of Agreement for Supply of Real-time Hang Seng Family of Indexes by and between the Company and Hang Seng Indexes Company Limited dated February 27, 2009 (Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment under Rule 83 (17 C.F.R. Section 200.83). The omitted materials have been filed separately with the Securities and Exchange Commission.)
|
|
4.103
|
Translation of Agreement for Supply of Real-time Hang Seng Family of Indexes by and between CFO Fuhua and Hang Seng Indexes Company Limited dated December 11, 2012 (Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment under Rule 83 (17 C.F.R. Section 200.83). The omitted materials have been filed separately with the Securities and Exchange Commission.)
|
|
4.104
|
Renewal of Shanghai Stock Exchange Securities Information Operation License Agreement by and between CFO Fuhua and Shanghai Stock Exchange Information Network Co., Ltd. dated December 25, 2012 (Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment under Rule 83 (17 C.F.R. Section 200.83). The omitted materials have been filed separately with the Securities and Exchange Commission.)
|
|
4.105
|
Renewal of Shenzhen Stock Exchange Proprietary Information License Agreement by and between CFO Fuhua and Shenzhen Securities Information Network Co., Ltd. dated March 15, 2013 (Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment under Rule 83 (17 C.F.R. Section 200.83). The omitted materials have been filed separately with the Securities and Exchange Commission.)
|
|
4.106
|
Renewal of Shenzhen Stock Exchange Proprietary Information License Agreement by and between CFO Meining and Shenzhen Securities Information Network Co., Ltd. dated March 1, 2013 (Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment under Rule 83 (17 C.F.R. Section 200.83). The omitted materials have been filed separately with the Securities and Exchange Commission.)
|
|
4.107
|
English Summary of the real estate investment contract and the shareholder agreement by and among CFO Yingchuang, Langfang Shengshi Real Estate Development Co., Ltd. and its original shareholders dated March 19, 2013. (Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment under Rule 83 (17 C.F.R. Section 200.83). The omitted materials have been filed separately with the Securities and Exchange Commission.)
|
4.108*
|
Translation of Assets Purchase Agreement among Shenzhen Newrand and Shenzhen Champion Connection
|
|
4.109*
|
Translation of Purchase Agreement between Giant Bright and Champion Connection Network H.K. Limited
|
|
4.110*
|
Translation of Agreement for Change of Parties to the Contract
|
|
4.111*
|
Translation of Purchase Agreement between Giant Bright and Hadevan
|
|
4.112*
|
Translation of Assets Purchase Agreement among Shenzhen Genius and Shenzhen Champion Connection
|
|
4.113*
|
Translation of Purchase Agreement between Mainfame and Champion Connection Network H.K. Limited
|
|
4.114*
|
Translation of Cooperation Framework Agreement among Shanghai Stockstar Wealth Management, Golden Pioneer Network Technologies and Shanghai Excellence Advertising
|
|
4.115*
|
Translation of Capital Increase and Shareholders’ Agreement of Shenzhen Tahoe Investment and Development Co, Ltd.
|
|
4.116***
|
Translation of Equity Transfer Agreement among Fortune (Beijing) Huiying Investment Consulting Co., Ltd. and Beijing Bluestone Investment Management Co., Ltd, Langfang Great Sky Investment Co., Ltd.
|
|
8.1*
|
List of principal subsidiaries and significant PRC-incorporated affiliates
|
|
12.1*
|
CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
12.2*
|
CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
13.1*
|
CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
13.2*
|
CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
15.1*
|
Consent of Grant Thornton China
|
|
15.2*
|
Consent of Deloitte Touche Tohmatsu Certified Public Accountants LLP
|
|
101.INS***
|
XBRL Instance Document
|
|
101.SCH***
|
XBRL Taxonomy Extension Schema Document
|
|
101.CAL***
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.DEF***
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB***
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
101.PRE***
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Filed with 2013 annual report on Form 20-F which was filed with Securities Exchange Commission on May 6, 2014.
|
|
**
|
XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
|
|
***
|
Filed with this Amendment 1 to 2013 annual report on Form 20-F/A
|
1.
|
ORGANIZATION AND PRINCIPAL ACTIVITIES
|
Place of
|
Date of
|
legal
|
||
incorporation or
|
incorporation or
|
ownership
|
Principal
|
|
Company name
|
establishment
|
acquisition
|
interest
|
activity
|
Subsidiaries:
|
||||
China Finance Online (Beijing) Co., Ltd. (“CFO Beijing”)
|
Beijing, PRC
|
Jul. 9, 1998
|
100%
|
N/A
|
Fortune Software (Beijing) Co., Ltd. (“CFO Software”)
|
Beijing, PRC
|
Dec. 7, 2004
|
100%
|
N/A
|
Fortune (Beijing) Success Technology Co., Ltd. (“CFO Success”)
|
Beijing, PRC
|
Oct. 16, 2007
|
100%
|
N/A
|
JujinSoftware (Shenzhen) Co., Ltd. (“CFO Jujin”)
|
Shenzhen, PRC
|
Mar. 9, 2007
|
100%
|
N/A
|
Shenzhen Genius Information Technology Co., Ltd. (“CFO Genius”)
|
Shenzhen, PRC
|
Sep. 21, 2006
|
100%
|
Subscription service
|
Stockstar Information Technology (Shanghai) Co., Ltd. (“CFO Stockstar”)
|
Shanghai, PRC
|
Oct. 1, 2006
|
100%
|
N/A
|
Zhengning Information & Technology (Shanghai) Co., Ltd.
|
Shanghai, PRC
|
Jan. 31, 2007
|
100%
|
N/A
|
(“CFO Zhengning”)
|
||||
Zhengyong Information & Technology (Shanghai) Co., Ltd.
|
||||
(“CFO Zhengyong”)
|
Shanghai, PRC
|
Aug. 17, 2008
|
100%
|
N/A
|
Zhengtong Information & Technology (Shanghai) Co., Ltd.
|
||||
(“CFO Zhentong”)
|
Shanghai, PRC
|
Jun. 26, 2008
|
100%
|
N/A
|
iSTAR Financial Holdings Limited(“iSTAR Financial Holdings”)
|
BVI
|
Jul. 16, 2007
|
85%
|
Investment holdings
|
iSTAR International Securities Co. Limited(“iSTAR Securities”)
|
Hong Kong, PRC
|
Nov. 23, 2007
|
85%
|
Brokerage service
|
iSTAR International Futures Co. Limited(“iSTAR Futures”)
|
Hong Kong, PRC
|
Apr. 16, 2008
|
85%
|
Brokerage service
|
iSTAR International Wealth Management Co. Limited
|
Hong Kong, PRC
|
Oct. 8, 2008
|
85%
|
Securities advising
|
(“iSTAR Wealth Management”)
|
||||
iSTAR International Credit Co. Limited (“iSTARCredit”)
|
Hong Kong, PRC
|
Feb. 10, 2012
|
85%
|
N/A
|
Variable interest entities:
|
||||
Beijing Fuhua Innovation Technology Development Co., Ltd. (“CFO Fuhua”)
|
Beijing, PRC
|
Dec. 31, 2000
|
Nil
|
Web portal and advertising service
|
Shanghai Chongzhi Co., Ltd. (“CFO Chongzhi”)
|
Shanghai, PRC
|
Jun. 6, 2008
|
Nil
|
Subscription service
|
Beijing Chuangying Securities Advisory and Investment Co., Ltd.
|
||||
(“CFO Chuanying”)
|
Beijing, PRC
|
Jan. 9, 2009
|
Nil
|
N/A
|
Fortune (Beijing) Qicheng Technology Co., Ltd. (“CFO Qicheng”)
|
Beijing, PRC
|
Dec. 18, 2009
|
Nil
|
N/A
|
Shenzhen Newrand Securities Advisory and Investment Co., Ltd.
|
Shenzhen, PRC
|
Oct. 17, 2008
|
Nil
|
Securities investment advising
|
(“CFO Newrand”)
|
||||
Shanghai Stockstar Wealth Management Co., Ltd.
|
||||
(“Stockstar Wealth Management”)
|
Shanghai, PRC
|
Apr. 12, 2011
|
Nil
|
N/A
|
Fortune (Beijing) Huiying Investment Consulting Co., Ltd. (“CFO Huiying”)
|
Beijing, PRC
|
Dec. 18, 2009
|
Nil
|
N/A
|
Subsidiaries of variable interest entities:
|
||||
Shanghai Meining Computer Software Co., Ltd. (“CFO Meining”)
|
Shanghai, PRC
|
Oct. 1, 2006
|
Nil
|
Web portal, advertising, subscription,
|
and SMS
|
||||
Shenzhen Newrand Securities Training Center (“CFO Newrand Training”)
|
Shenzhen, PRC
|
Oct. 17, 2008
|
Nil
|
Securities investment training
|
Shanghai Stockstar Securities Advisory and Investment Co., Ltd.
|
Shanghai, PRC
|
Nov. 5, 2009
|
Nil
|
Securities investment advising
|
(“CFO Securities Consulting”)
|
||||
Shenzhen Tahoe Investment and Development Co., Ltd (“CFO Tahoe”)
|
Shenzhen, PRC
|
Sep. 30, 2013
|
Nil
|
N/A
|
Sinoinfo (Dalian) Investment Consulting Co., Ltd. (“CFO Sinoinfo”)
|
Dalian, PRC
|
Jul. 1, 2013
|
Nil
|
Securities investment advising
|
Shenzhen Shangtong Software Co., Ltd. (“CFO Shenzhen Shangtong”)
|
Shenzhen, PRC
|
Sep. 23, 2009
|
Nil
|
N/A
|
Zhengjin (Fujian) Precious Metals Investment Co., Ltd.
|
Fujian, PRC
|
Jan. 6, 2013
|
Nil
|
Precious metals brokerage
|
(“CFO Zhengjin Fujian”)
|
||||
Zhengjin (Shanghai) Precious Metals Investment Co., Ltd.
|
Shanghai, PRC
|
Dec. 12, 2013
|
Nil
|
Precious metals brokerage
|
(“CFO Zhengjin Shanghai”)
|
||||
Zhengjin (Tianjin) Precious Metals Investment Co., Ltd.
|
Tianjin, PRC
|
Jul. 23, 2013
|
Nil
|
Precious metals brokerage
|
(“CFO Zhengjin Tianjin”)
|
||||
Henghui (Tianjin) Precious Metals Investment Co., Ltd.
|
Tianjin, PRC
|
Sep. 30, 2013
|
Nil
|
Precious metals brokerage”
|
(“CFO Henghui”)
|
1.
|
ORGANIZATION AND PRINCIPAL ACTIVITIES - continued
|
1.
|
ORGANIZATION AND PRINCIPAL ACTIVITIES - continued
|
|
·
|
strategic consulting services agreement, pursuant to which the amount of the fee to be charged is 30% of each VIE's income before tax;
|
|
·
|
technical support services agreement, pursuant to which the amount of the fee to be charged is 30% of each VIE's income before tax; and
|
|
·
|
operating support services agreement, pursuant to which the amount of the fee to be charged is 40% of each VIE's income before tax.
|
1.
|
ORGANIZATION AND PRINCIPAL ACTIVITIES - continued
|
|
·
|
revoke the business and operating licenses of our PRC subsidiaries or VIEs;
|
|
·
|
restrict the rights to collect revenues from any of our PRC subsidiaries;
|
|
·
|
discontinue or restrict the operations of any related-party transactions among our PRC subsidiaries or VIEs;
|
|
·
|
require our PRC subsidiaries or VIEs to restructure the relevant ownership structure or operations;
|
|
·
|
take other regulatory or enforcement actions, including levying fines that could be harmful to our business; or
|
|
·
|
impose additional conditions or requirements with which we may not be able to comply.
|
1.
|
ORGANIZATION AND PRINCIPAL ACTIVITIES - continued
|
Years ended December 31,
|
||||||||
2012
|
2013
|
|||||||
Assets
|
||||||||
Current assets
|
||||||||
Cash and cash equivalents
|
6,885,845 | 18,760,701 | ||||||
Consideration receivable
|
- | 13,449,458 | ||||||
Account receivable -others, net
|
1,175,980 | 19,406,559 | ||||||
Loan receivable
|
- | 10,333,120 | ||||||
Others
|
5,258,507 | 4,477,360 | ||||||
$ | 13,320,332 | $ | 66,427,198 | |||||
Non-current assets
|
||||||||
Property and equipment, net
|
2,076,428 | 1,843,201 | ||||||
Acquired intangible assets, net
|
4,675,237 | 7,544,762 | ||||||
Cost method investment
|
- | 829,201 | ||||||
Rental deposits
|
297,919 | 676,280 | ||||||
Guarantee fund deposits
|
- | 6,601,095 | ||||||
Investment in subsidiaries
|
19,188,802 | 29,143,486 | ||||||
Deferred tax assets, non-current
|
33,812 | 26,171 | ||||||
Total
|
39,592,530 | $ | 113,091,394 | |||||
Third-party liabilities
|
||||||||
Current liabilities
|
||||||||
Accounts payable
|
140,641 | 16,667,516 | ||||||
Accrued expenses and other current liabilities
|
6,682,192 | 12,704,555 | ||||||
$ | 6,822,833 | $ | 29,372,071 | |||||
Non-current liabilities
|
$ | 2,231,127 | $ | 2,519,019 | ||||
Total
|
$ | 9,053,960 | $ | 31,891,091 | ||||
Inter-company liabilities
|
$ | 8,087,893 | $ | 39,822,918 |
1.
|
ORGANIZATION AND PRINCIPAL ACTIVITIES - continued
|
Year ended December 31,
|
||||||||||||
2011
|
2012
|
2013
|
||||||||||
Net revenues
|
$ | 27,837,567 | $ | 17,271,563 | $ | 58,549,393 | ||||||
Net loss
|
$ | (7,573,823 | ) | $ | (6,948,118 | ) | $ | (5,469,402 | ) |
Year ended December 31,
|
||||||||||||
2011 | 2012 | 2013 | ||||||||||
|
||||||||||||
Net cash used in
operating activities
|
$ | (11,948,507 | ) | $ | (13,860,354 | ) | $ | (14,469,067 | ) | |||
Net cash (used in) provided by
investing activities
|
(7,726,567 | ) | 3,449,449 | (9,440,165 | ) | |||||||
Net cash (used in) provided by
financing activities
|
(37,146,641 | ) | 6,461,007 | 35,830,988 | ||||||||
Effect of exchange rate changes
|
$ | 895,082 | $ | 52,740 | $ | (46,900 | ) |
Date: April 21, 2015
|
CHINA FINANCE ONLINE CO. LIMITED
|
||
|
/s/ Jeff Wang
|
|
|
|
Name:
|
Jeff Wang
|
|
|
Title:
|
Chief Financial Officer
|
1.
|
Party A and Lin Yang is current shareholders of Party C which have made registrations at the Administration of Industry and Commerce authorities, and each holding 45% and 55% shares in Party C respectively
|
2.
|
Party D is a limited liability company duly organized and validly existing under the laws of the People’s Republic of China, and provide technical support, strategic consultation and other relevant services to Party C
|
3.
|
To finance the investment by Party A in Party C, Party D has entered into Loan Agreements (“Loan Agreement”) with Party A and Party B respectively in 2009, providing Party A with loan of RMB 450, 000. Pursuant to the Loan Agreement, Party A has invested the full amount of the loans in Party C's registered capital
|
4.
|
As the consideration for the loans provided by Party D to Party A, Party A entered into a Purchase Option and Cooperation Agreement (“Purchase Option Agreement”) with Party C and Party D on DATE, granting Party D the exclusive option to purchase all or part of shares/assets in Party C holding by Party A at any time, in accordance with China laws
|
5.
|
For making securities of the payment obligations of Party C under numerous agreements executed between Party , Party A entered into a Share Pledge Agreement (“Pledge Agreement”) with Party D on DATE, pledging their respective shares in Party C to Party D
|
6.
|
Party D is intended to exercise the purchase option to purchase entire shares in Party C holding by Party A in accordance with the Purchase Option Agreement, and designates Party B as the subject to exercise the aforesaid purchase option
|
1.
|
Exercise of the Purchase Option
|
1.1
|
Party D hereby authorizes Party B in accordance with the purchase option granted to Party B under Article 2.1 of the Purchase Option Agreement, and Party B agrees to accept the aforesaid authorization, on behalf of Party D, to purchase entire shares in Party C holding by Party A a 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 C holding by Party A, purchased by Party B in accordance with Party D’s authorization, shall be the sum of the loan principal lent by Party D to Party A, which is equivalent to RMB 450, 000. (“Purchase Price”).
|
2.
|
Share Transfer
|
2.1
|
Party A shall enter into a Share Transfer Agreement (“Share Transfer Agreement”) with Party B, in accordance with the content and form of Appendix II hereto, within thirty (30) days after receiving exercise notice from Party D (“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 C holding by Party A, purchased by Party B shall be contributed in full amount by Party D. However, Party B shall enter into a loan agreement with Party D to the satisfaction of Party D, in accordance with the content and form of Appendix III hereto.
|
3.2
|
Party B agree and irrevocably instruct Party D to pay the aforesaid loan provided to Party B, which used to purchase Party A’s shares, directly to Party A, in accordance with the conditions and terms stated in the frame agreement.
|
3.3
|
Party A agrees to contribute his entire income obtained from selling the shares in Party C in accordance with the agreement, to perform its repayment obligations to Party D under the Loan Agreement. The Loan Agreement among Party A and Party D will be terminated when Party A 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 D to Party A directly, at the day of share change registration procedures at industrial and commerce authorities are completed, concerning entire shares in Party C holding by Party A, purchased by Party B(“Registration Day”). Whereas Party A shall pay off all the loans when Party D exercises the purchase option, in accordance with article 3.1 of Loan Agreement, Party D agrees the aforesaid payment made by Party D to Party A will then be set off by the loan principal which shall be paid by Party D to Party A under the Loan Agreement. As the aforesaid set-off is completed, Party B 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 D 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 B for all purchase price it received (“Party A’s Receipt”, as Appendix IV hereto), and shall expressly acknowledge Party B’s payment obligation under the Share Transfer Agreement has been carried out. Party D shall issue immediately a receipt to Party A for entire loan principal it received (“Party D’s receipt”, as Appendix V hereto) after Party A has issued the aforesaid Party A’s receipt, shall expressly acknowledge Party A’s payment obligation under the Loan Agreement has been carried out, and the Loan Agreement entered into by and among Party A, and Party D 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 D’s contribution of purchase price to Party B, Party B shall enter into a new purchase option and cooperation agreement with Party C and Party D, 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 under the original Purchase Option Agreement and Proxy on the voting rights issued to Party D will be terminated at the registration day.
|
6.
|
Change of Pledge Agreement
|
6.1
|
The parties agree that, as one prerequisite to Party D’s contribution of purchase price to Party B, Party B shall enter into a new pledge agreement with Party D, 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 Band Party D 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 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 party’s 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 People’s 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 C and Party D 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.
|
1.
|
AMOUNT AND PURPOSE
|
1.1
|
Loan Amount: the Lender agrees to provide a loan with the amount of RMB 450, 000 from its self-owned fund to Party B.
|
1.2
|
Purpose of the Loan: the Borrower shall only use the Loan hereunder to acquire 45% equity interest in the Company as registered capital. Without the prior written consent of the Lender, the Borrowers shall not use such Loan for any other purpose, or pledge their equity interests in the New Company to any other third party.
|
2.
|
PAYMENT FOR THE LOAN
|
2.1
|
Payment Notice: the Lender shall deposit the loan amount to the following accounts designated by the Borrowers within ten days after the execution of this Agreement.
|
3.
|
TERM, REPAYMENT AND INTEREST OF THE LOAN
|
3.1
|
The term of the loan shall be 10 years and may be renewed pursuant to the agreement between the Parties ("Term"). Notwithstanding the foregoing, in the following circumstances, the Borrowers shall repay the Loan regardless if the Term has expired:
|
3.2
|
The Borrowers can repay the Loan by transferring all of their equity interests in the New Company to the Lender or a third party designated by the Lender when such transfer is permitted under the PRC law. In the event (1) the Borrowers transfer all of their equity interests in the New Company to the Lender or a third party designated by the Lender when such transfer is permitted under the PRC law, or (2) the Borrowers receive dividends from the New Company, the Borrowers shall deposit all the funds or dividends obtained from such transfer or the New Company, as the case may be, to the account designated by the Lender (no matter such amount is higher or less than the principal amount of the Loan).
|
3.3
|
The Lender and the Borrowers hereby jointly agree and confirm that the Lender, has the right to, but has no obligation to, purchase or designate a third party (legal person or natural person) to purchase all or part of Borrower's interest in the New Company at a price equal to the amount of the Loan when such purchase is allowed under the PRC law. If Lender or the third party assignee designated by Lender only purchases part of Borrower's interest in the New Company, the purchase price shall be reduced on a pro rata basis.
|
3.4
|
In the event when the Borrowers transfer their interest in the New Company to the Lender or a third party transferee designated by Lender, (i) if the total of (1) the actual transfer price paid by Lender or the third party transferee and (2) the dividends obtained from the New Company by the Lender (if applicable) equals or is less than the principal amount of the Loan, the Loan shall be deemed as interest free; (ii) if the total of (1) the actual transfer price paid by Lender or the third party transferee and (2) the dividends obtained from the New Company by the Lender (if applicable) is higher than the principal amount of the Loan, the amount exceeding the principal amount of the Loan shall be deemed as an interest accrued on the Loan and paid by Borrowers to Lender in full.
|
4.
|
CONFIDENTIALITY
|
5.
|
DISPUTE RESOLUTION
|
5.1
|
The execution, validity, interpretation, performance, implementation, termination and settlement of disputes of this Agreement shall be governed by the laws of the PRC
|
5.2
|
Any dispute arising from or in connection with this Agreement shall be settled through friendly negotiation. If the parties fail to make any written agreement within thirty days after consultation, such dispute will be submitted (by the Lender or the Borrowers) to the China International Economic and Trade Arbitration Commission ("CIETAC") in accordance with its arbitration rules/procedures. The arbitration shall commence from the date of filing. The tribunal will be composed of one (1) arbitrator appointed by the chairman of CIETAC. The arbitration shall be final and bind the Parties. Unless otherwise stipulated by the arbitrator, the arbitration fee (including reasonable attorney fees and attorney expenses) shall be borne by the losing party.
|
6.
|
EFFECTIVENESS
|
6.1
|
This Agreement shall become effective after the execution of the Parties. The Agreement can be terminated by one Party through sending a written notice to the other Parties thirty days prior to the termination. Otherwise any Party shall not terminate this Agreement unilaterally without the mutual agreement of the Parties.
|
7.
|
AMENDMENT
|
7.1
|
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. Any modification and supplementary to this Agreement after signed by both Parties, become an integral part of this Agreement, and has the same legal force with this Agreement.
|
8.
|
MISCELLANEOUS
|
8.1
|
The headings of articles herein are provided for the purpose of reference. Such headings shall in no event be used or affected interpretations of the terms herein.
|
8.2
|
Matters not covered in the agreement shall be dealt with in a supplementary agreement, and annexed hereto. The supplementary agreement shall be an integral part of this Agreement and have the same legal force as the agreement.
|
8.3
|
Any provision of this Agreement that is invalid or unenforceable shall not affect the validity and enforceability of any other provisions hereof.
|
8.4
|
The agreement is executed in three original copies with same legal effect. Each party hereto shall hold one copy.
|
1.
|
The Borrowers desire to establish Shanghai Chongzhi Information 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.
|
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 holding55% and 45% shares in Party D respectively
|
2.
|
Party D is a limited liability company duly organized and validly existing under the laws of the People’s 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 D has entered into Loan Agreements (“Loan Agreement”) with Party A and Party B respectively on June 8, 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 D's registered capital
|
4.
|
As the consideration for the loans provided by Party D 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 D on June 8, 2008, granting Party DATAE 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
|
5.
|
For making securities of the payment obligations of Party D 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 E on June 8, 2008, pledging their respective shares in Party D to Party E
|
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 as the subject to exercise the aforesaid purchase option
|
1.
|
Exercise of the Purchase Option
|
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 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 D holding by Party A and Party B, purchased by Party C in accordance with Party E’s authorization, shall be the sum of the loan principal lent by Party E to Party A and Party B, which is equivalent to RMB ***. (“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, 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 D holding by Party A and Party B, 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.
|
3.2
|
Party C agree and irrevocably instruct Party E to pay the aforesaid loan provided to Party C, which used to purchase Party A and Party B’s 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.
|
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 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 (“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 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 shall issue a receipt to Party C for all purchase price it received (“Party A’s Receipt”, as Appendix IV hereto), Party B shall issue a receipt to Party D for all purchase price it received (“Party B’s Receipt”, as Appendix IV hereto), and shall expressly acknowledge Party C’s 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 E’s receipt”, as Appendix V hereto) after Party A and Party B have issued the aforesaid Party A’s receipt and Party B’s receipt, shall expressly acknowledge Party A and Party B’s 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 E 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 E’s contribution of purchase price to Party C, Party C 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.
|
Change of Pledge Agreement
|
6.1
|
The parties agree that, as one prerequisite to Party E’s contribution of purchase price to Party C, Party C 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 C, Party D 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.
|
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 party’s 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 People’s 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 D 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.
|
1.
|
Beijing CFO Premium Technology Co., Ltd.
(the "Company") is a limited liability company duly organized and validly existing under the laws of China, and its registered capital is RMB 1, 000, 000.
|
2.
|
Transferor A and Xun Zhao are shareholders of the Company, Transferor A holds 55% of equity interests of the Company, Xun Zhao holds XX% of equity interests of the Company, and contributed their full investment in accordance with laws.
|
3.
|
Transferor A intends to sell to Transferee B, and the Transferee B intends to purchase from the Transferor A, all equity interests of the Company owned by the Transferor A, representing 55% of the total share capital of the Company.
|
1.
|
Subject Matter of Transfer
|
1.1
|
Subject to the terms and conditions of this Agreement, Transferor A agrees to transfer and Transferee B agrees to acquire the equity interests representing the Transferor A’s equity interests of the registered capital (RMB 550, 000
,
accounting for 55% of the total registered capital of the Company) that is contributed to the Company in full and all rights and interests attached to such equity interests.
|
2.
|
Consideration and Payment
|
2.1
|
Consideration
|
2.1.1
|
Transferee B shall make payment of RMB 550,000 (“Consideration”) to Transferor A’s designated account as consideration for Transferor A’s transfer of the Shareholders’ Equity Interests to Transferee B in accordance with this Agreement.
|
2.2
|
The date of payment: the Transferees shall make payment of the Consideration to the Transferors within 30 days as of the effective date of this Agreement.
|
3.
|
Closing
|
3.1
|
For the purpose of this Agreement, the closing date in this Agreement means the completion date of changing the registration of equity interests of the Company (“Closing Date”). From the Closing Date, rights and obligation hereunder enjoyed and performed by the Transferors within the scope of the transferred equity intetests shall be enjoyed and borne by the Transferees.
|
3.2
|
The Parties shall take all necessary action to assist the Transferees and the Company in handling all necessary procedures for the transfer of equity interests until the Closing Date.
|
3.3
|
All procedure fees and taxes incurred from the transfer of equity interests shall be borne by the Parties separately in accordance with laws.
|
4.
|
Representations and Warranties
|
4.1
|
The Transferors hereby make unconditional and irrevocable representations and warranties as follows:
|
4.1.1
|
The Transferors are legal and actual owners of the shareholders’ equity interests which are free from lien, pledge, claim, or the securities or third party’s rights, and are not subject to any binding of priority right (including without limitation the right of first refusal and right of first purchase). The transferee will not be claimed by any third party after acquiring such shareholders’ equity interests.
|
4.1.2
|
The Company is duly incorporated and validly existing in accordance with laws of the People’s Republic of China. The transfer of equity interests hereunder will not contravene any provision of the articles of association of the Company
|
4.1.3
|
The execution of this Agreement and closing of the transaction hereunder shall not lead to the Transferors’ breach, cancellation or termination of any agreement they have executed, or breach any agreement, undertaking or other formal documents
|
4.1.4
|
The representations and warranties made by the Transferors herein and statement relevant to the transfer as of the date of this Agreement are true, accurate, complete, and without any concealment or misleading content.
|
4.2
|
The Transferees hereby make unconditional and irrevocable representations and warranties as follows:
|
4.2.1
|
The execution of this Agreement and closing of the transaction hereunder shall not lead to the Transferors’ breach, cancellation or termination of any agreement they have executed, or breach any agreement, undertaking or other formal documents.
|
4.2.2
|
The representations and warranties made by the Transferees herein and statement relevant to the transfer as of the date of this Agreement are true, accurate, complete, and without any concealment or misleading content.
|
5.
|
Notices
|
6.
|
Liability for Breach
|
7.
|
Governing Law
|
7.1
|
The conclusion, effectiveness, interpretation, performance of the agreement and the settlement of disputes in connection therewith, shall be governed by laws of the People’s Republic of China.
|
7.2
|
In the event that some articles of this Agreement are deemed as invalid or unenforceable, and such articles will not affect validity of the other articles, the other articles shall remain valid; meanwhile, the Parties shall adjust the invalid or unenforceable articles in accordance with the current laws and regulations to valid articles and to comply with principles and spirits of this Agreement as much as possible.
|
8.
|
Effectiveness and Dispute Resolution
|
8.1
|
This Agreement shall become effective as of the execution date.
|
8.2
|
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.
|
8.3
|
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.
|
Miscellaneous
|
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
|
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.
|
9.4
|
This Agreement shall be binding for each party’s legal successors.
|
9.5
|
Matters not covered in the Agreement shall be determined through negotiation by the Parties. The supplementary agreement shall be made in writing and be effective upon signature of the Parties.
|
9.6
|
The Agreement is executed in six original copies. Each party hereto shall hold one copy. The remaining two copies are for the relevant legal procedures. Each copy is equally authentic.
|
1.
|
AMOUNT AND PURPOSE
|
1.1
|
Loan Amount: the Lender agrees to provide a loan with the amount of RMB 550, 000 from its self-owned fund to Party B and provide a loan with the amount of RMB 450, 000 from its self-owned fund to Party C.
|
1.2
|
Purpose of the Loan: the Borrowers shall only use the Loan hereunder to acquire 100% equity interest in the Company as registered capital. Without the prior written consent of the Lender, the Borrowers shall not use such Loan for any other purpose, or pledge their equity interests in the New Company to any other third party.
|
2.
|
PAYMENT FOR THE LOAN
|
2.1
|
Payment Notice: the Lender shall deposit the loan amount to the following accounts designated by the Borrowers within ten days after the execution of this Agreement.
|
3.
|
TERM, REPAYMENT AND INTEREST OF THE LOAN
|
3.1
|
The term of the loan shall be 10 years and may be renewed pursuant to the agreement between the Parties ("Term"). Notwithstanding the foregoing, in the following circumstances, the Borrowers shall repay the Loan regardless if the Term has expired:
|
3.2
|
The Borrowers can repay the Loan by transferring all of their equity interests in the New Company to the Lender or a third party designated by the Lender when such transfer is permitted under the PRC law. In the event (1) the Borrowers transfer all of their equity interests in the New Company to the Lender or a third party designated by the Lender when such transfer is permitted under the PRC law, or (2) the Borrowers receive dividends from the New Company, the Borrowers shall deposit all the funds or dividends obtained from such transfer or the New Company, as the case may be, to the account designated by the Lender (no matter such amount is higher or less than the principal amount of the Loan).
|
3.3
|
The Lender and the Borrowers hereby jointly agree and confirm that the Lender, has the right to, but has no obligation to, purchase or designate a third party (legal person or natural person) to purchase all or part of Borrower's interest in the New Company at a price equal to the amount of the Loan when such purchase is allowed under the PRC law. If Lender or the third party assignee designated by Lender only purchases part of Borrower's interest in the New Company, the purchase price shall be reduced on a pro rata basis.
|
3.4
|
In the event when the Borrowers transfer their interest in the New Company to the Lender or a third party transferee designated by Lender, (i) if the total of (1) the actual transfer price paid by Lender or the third party Transferee Bnd (2) the dividends obtained from the New Company by the Lender (if applicable) equals or is less than the principal amount of the Loan, the Loan shall be deemed as interest free; (ii) if the total of (1) the actual transfer price paid by Lender or the third party Transferee Bnd (2) the dividends obtained from the New Company by the Lender (if applicable) is higher than the principal amount of the Loan, the amount exceeding the principal amount of the Loan shall be deemed as an interest accrued on the Loan and paid by Borrowers to Lender in full.
|
4.
|
CONFIDENTIALITY
|
5.
|
DISPUTE RESOLUTION
|
5.1
|
The execution, validity, interpretation, performance, implementation, termination and settlement of disputes of this Agreement shall be governed by the laws of the PRC
|
5.2
|
Any dispute arising from or in connection with this Agreement shall be settled through friendly negotiation. If the parties fail to make any written agreement within thirty days after consultation, such dispute will be submitted (by the Lender or the Borrowers) to the China International Economic and Trade Arbitration Commission ("CIETAC") in accordance with its arbitration rules/procedures. The arbitration shall commence from the date of filing. The tribunal will be composed of one (1) arbitrator appointed by the chairman of CIETAC. The arbitration shall be final and bind the Parties. Unless otherwise stipulated by the arbitrator, the arbitration fee (including reasonable attorney fees and attorney expenses) shall be borne by the losing party.
|
6.
|
EFFECTIVENESS
|
6.1
|
This Agreement shall become effective after the execution of the Parties. The Agreement can be terminated by one Party through sending a written notice to the other Parties thirty days prior to the termination. Otherwise any Party shall not terminate this Agreement unilaterally without the mutual agreement of the Parties.
|
7.
|
AMENDMENT
|
7.1
|
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. Any modification and supplementary to this Agreement after signed by both Parties, become an integral part of this Agreement, and has the same legal force with this Agreement.
|
8.
|
MISCELLANEOUS
|
8.1
|
The headings of articles herein are provided for the purpose of reference. Such headings shall in no event be used or affected interpretations of the terms herein.
|
8.2
|
Matters not covered in the agreement shall be dealt with in a supplementary agreement, and annexed hereto. The supplementary agreement shall be an integral part of this Agreement and have the same legal force as the agreement.
|
8.3
|
Any provision of this Agreement that is invalid or unenforceable shall not affect the validity and enforceability of any other provisions hereof.
|
8.4
|
The agreement is executed in three original copies with same legal effect. Each party hereto shall hold one copy.
|
1.
|
Zhengfei Fan, Pledgor A, and
Xun Z
hao, Pledgor B, are both citizens of the People's Republic of China (the "PRC"), and hold
55%
and
45%
of the equity interest in Shanghai Chongzhi Co., Ltd. ("Target Company"), respectively. Target Company is a company registered in P.R.China.
|
ARTICLE 1. DEFINITIONS
|
3
|
ARTICLE 2. OPERATIONAL SUPPORT
|
4
|
ARTICLE 3. OBLIGATIONS OF PARTY B
|
4
|
ARTICLE 4. CONSIDERATION FOR PROVIDING OPERATIONAL SUPPORT
|
5
|
ARTICLE 5. REPRESENTATIONS AND WARRANTIES
|
5
|
ARTICLE 6. CONFIDENTIALITY
|
5
|
ARTICLE 7. GOVERNING LAW AND OBLIGATIONS UPON DEFAULT
|
5
|
ARTICLE 8. DISPUTE RESOLUTION
|
6
|
ARTICLE 9. EFFECTIVENESS
|
6
|
ARTICLE 10. NO SUBSEQUENT OBLIGATION
|
6
|
ARTICLE 11. AMENDMENT
|
7
|
ARTICLE 12. COUNTERPARTS
|
7
|
ARTICLE 13. MISCELLANEOUS
|
7
|
EXHIBIT 1 CONSIDERATION FOR OPERATION GUARANTEE
|
8
|
ARTICLE 1. DEFINITIONS
|
3
|
ARTICLE 2. TECHNICAL SUPPORT SERVICES
|
4
|
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
|
5
|
ARTICLE 7. DISPUTE RESOLUTION
|
5
|
ARTICLE 8. EFFECTIVENESS
|
5
|
ARTICLE 9. NO SUBSEQUENT OBLIGATION
|
6
|
ARTICLE 10. TRANSFER LIMITATION
|
6
|
ARTICLE 11. AMENDMENT
|
6
|
ARTICLE 12. COUNTERPARTS
|
6
|
ARTICLE 13. MISCELLANEOUS
|
6
|
EXHIBIT 1 CONTENT OF THE TECHNICAL SUPPORT SERVICES
|
8
|
EXHIBIT 2 TECHNICAL SUPPORT SERVICE FEE
|
9
|
ARTICLE 1. DEFINITIONS
|
3
|
ARTICLE 2. TECHNICAL SUPPORT SERVICES
|
4
|
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
|
5
|
ARTICLE 7. DISPUTE RESOLUTION
|
5
|
ARTICLE 8. EFFECTIVENESS
|
5
|
ARTICLE 9. NO SUBSEQUENT OBLIGATION
|
5
|
ARTICLE 10. TRANSFER LIMITATION
|
5
|
ARTICLE 11. COMPENSATION
|
6
|
ARTICLE 12. AMENDMENT
|
6
|
ARTICLE 13. COUNTERPARTS
|
6
|
ARTICLE 14. MISCELLANEOUS
|
6
|
EXHIBIT 1 CONTENT OF THE STRATEGIC CONSULTING SERVICES
|
7
|
EXHIBIT 2 STRATEGIC CONSULTING SERVICE FEE
|
8
|
(1) evaluation of new products/services;
|
(2) industry and client research;
|
(3) marketing strategies;
|
(4) training of Party A's personnel; and
|
(5) other services in connection with Party A's business.
|
1.
|
Party A and Ran Yuan is current shareholders of Party C which have made registrations at the Administration of Industry and Commerce authorities, and each holding 45% and 55% shares in Party C respectively
|
2.
|
Party D is a limited liability company duly organized and validly existing under the laws of the People’s Republic of China, and provide technical support, strategic consultation and other relevant services to Party C
|
3.
|
To finance the investment by Party A in Party C, Party D has entered into Loan Agreements (“Loan Agreement”) with Party A and Party B respectively in 2010, providing Party A with loan of RMB45, 000. Pursuant to the Loan Agreement, Party A has invested the full amount of the loans in Party C's registered capital
|
4.
|
As the consideration for the loans provided by Party D to Party A, Party A entered into a Purchase Option and Cooperation Agreement (“Purchase Option Agreement”) with Party C and Party D on DATE, granting Party D the exclusive option to purchase all or part of shares/assets in Party C holding by Party A at any time, in accordance with China laws
|
5.
|
For making securities of the payment obligations of Party C under numerous agreements executed between Party , Party A entered into a Share Pledge Agreement (“Pledge Agreement”) with Party D in 2010, pledging their respective shares in Party C to Party D
|
6.
|
Party D is intended to exercise the purchase option to purchase entire shares in Party C holding by Party A in accordance with the Purchase Option Agreement, and designates Party B as the subject to exercise the aforesaid purchase option
|
1.
|
Exercise of the Purchase Option
|
1.1
|
Party D hereby authorizes Party B in accordance with the purchase option granted to Party B under Article 2.1 of the Purchase Option Agreement, and Party B agrees to accept the aforesaid authorization, on behalf of Party D, to purchase entire shares in Party C holding by Party A a 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 C holding by Party A, purchased by Party B in accordance with Party D’s authorization, shall be the sum of the loan principal lent by Party D to Party A, which is equivalent to RMB45, 000. (“Purchase Price”).
|
2.
|
Share Transfer
|
2.1
|
Party A shall enter into a Share Transfer Agreement (“Share Transfer Agreement”) with Party B, in accordance with the content and form of Appendix II hereto, within thirty (30) days after receiving exercise notice from Party D (“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 C holding by Party A, purchased by Party B shall be contributed in full amount by Party D. However, Party B shall enter into a loan agreement with Party D to the satisfaction of Party D, in accordance with the content and form of Appendix III hereto.
|
3.2
|
Party B agree and irrevocably instruct Party D to pay the aforesaid loan provided to Party B, which used to purchase Party A’s shares, directly to Party A, in accordance with the conditions and terms stated in the frame agreement.
|
3.3
|
Party A agrees to contribute his entire income obtained from selling the shares in Party C in accordance with the agreement, to perform its repayment obligations to Party D under the Loan Agreement. The Loan Agreement among Party A and Party D will be terminated when Party A 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 D to Party A directly, at the day of share change registration procedures at industrial and commerce authorities are completed, concerning entire shares in Party C holding by Party A, purchased by Party B(“Registration Day”). Whereas Party A shall pay off all the loans when Party D exercises the purchase option, in accordance with article 3.1 of Loan Agreement, Party D agrees the aforesaid payment made by Party D to Party A will then be set off by the loan principal which shall be paid by Party D to Party A under the Loan Agreement. As the aforesaid set-off is completed, Party B 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 D 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 B for all purchase price it received (“Party A’s Receipt”, as Appendix IV hereto), and shall expressly acknowledge Party B’s payment obligation under the Share Transfer Agreement has been carried out. Party D shall issue immediately a receipt to Party A for entire loan principal it received (“Party D’s receipt”, as Appendix V hereto) after Party A has issued the aforesaid Party A’s receipt, shall expressly acknowledge Party A’s payment obligation under the Loan Agreement has been carried out, and the Loan Agreement entered into by and among Party A, and Party D 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 D’s contribution of purchase price to Party B, Party B shall enter into a new purchase option and cooperation agreement with Party C and Party D, 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 under the original Purchase Option Agreement and Proxy on the voting rights issued to Party D will be terminated at the registration day.
|
6.
|
Change of Pledge Agreement
|
6.1
|
The parties agree that, as one prerequisite to Party D’s contribution of purchase price to Party B, Party B shall enter into a new pledge agreement with Party D, 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 Band Party D 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 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 party’s 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 People’s 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 C and Party D 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.
|
1.
|
AMOUNT AND PURPOSE
|
1.1
|
Loan Amount: the Lender agrees to provide a loan with the amount of RMB 45, 000 from its self-owned fund to Party B.
|
1.2
|
Purpose of the Loan: the Borrower shall only use the Loan hereunder to acquire 45% equity interest in the Company as registered capital. Without the prior written consent of the Lender, the Borrowers shall not use such Loan for any other purpose, or pledge their equity interests in the New Company to any other third party.
|
2.
|
PAYMENT FOR THE LOAN
|
2.1
|
Payment Notice: the Lender shall deposit the loan amount to the following accounts designated by the Borrowers within ten days after the execution of this Agreement.
|
3.
|
TERM, REPAYMENT AND INTEREST OF THE LOAN
|
3.1
|
The term of the loan shall be 10 years and may be renewed pursuant to the agreement between the Parties ("Term"). Notwithstanding the foregoing, in the following circumstances, the Borrowers shall repay the Loan regardless if the Term has expired:
|
3.2
|
The Borrowers can repay the Loan by transferring all of their equity interests in the New Company to the Lender or a third party designated by the Lender when such transfer is permitted under the PRC law. In the event (1) the Borrowers transfer all of their equity interests in the New Company to the Lender or a third party designated by the Lender when such transfer is permitted under the PRC law, or (2) the Borrowers receive dividends from the New Company, the Borrowers shall deposit all the funds or dividends obtained from such transfer or the New Company, as the case may be, to the account designated by the Lender (no matter such amount is higher or less than the principal amount of the Loan).
|
3.3
|
The Lender and the Borrowers hereby jointly agree and confirm that the Lender, has the right to, but has no obligation to, purchase or designate a third party (legal person or natural person) to purchase all or part of Borrower's interest in the New Company at a price equal to the amount of the Loan when such purchase is allowed under the PRC law. If Lender or the third party assignee designated by Lender only purchases part of Borrower's interest in the New Company, the purchase price shall be reduced on a pro rata basis.
|
3.4
|
In the event when the Borrowers transfer their interest in the New Company to the Lender or a third party transferee designated by Lender, (i) if the total of (1) the actual transfer price paid by Lender or the third party transferee and (2) the dividends obtained from the New Company by the Lender (if applicable) equals or is less than the principal amount of the Loan, the Loan shall be deemed as interest free; (ii) if the total of (1) the actual transfer price paid by Lender or the third party transferee and (2) the dividends obtained from the New Company by the Lender (if applicable) is higher than the principal amount of the Loan, the amount exceeding the principal amount of the Loan shall be deemed as an interest accrued on the Loan and paid by Borrowers to Lender in full.
|
4.
|
CONFIDENTIALITY
|
5.
|
DISPUTE RESOLUTION
|
5.1
|
The execution, validity, interpretation, performance, implementation, termination and settlement of disputes of this Agreement shall be governed by the laws of the PRC
|
5.2
|
Any dispute arising from or in connection with this Agreement shall be settled through friendly negotiation. If the parties fail to make any written agreement within thirty days after consultation, such dispute will be submitted (by the Lender or the Borrowers) to the China International Economic and Trade Arbitration Commission ("CIETAC") in accordance with its arbitration rules/procedures. The arbitration shall commence from the date of filing. The tribunal will be composed of one (1) arbitrator appointed by the chairman of CIETAC. The arbitration shall be final and bind the Parties. Unless otherwise stipulated by the arbitrator, the arbitration fee (including reasonable attorney fees and attorney expenses) shall be borne by the losing party.
|
6.
|
EFFECTIVENESS
|
6.1
|
This Agreement shall become effective after the execution of the Parties. The Agreement can be terminated by one Party through sending a written notice to the other Parties thirty days prior to the termination. Otherwise any Party shall not terminate this Agreement unilaterally without the mutual agreement of the Parties.
|
7.
|
AMENDMENT
|
7.1
|
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. Any modification and supplementary to this Agreement after signed by both Parties, become an integral part of this Agreement, and has the same legal force with this Agreement.
|
8.
|
MISCELLANEOUS
|
8.1
|
The headings of articles herein are provided for the purpose of reference. Such headings shall in no event be used or affected interpretations of the terms herein.
|
8.2
|
Matters not covered in the agreement shall be dealt with in a supplementary agreement, and annexed hereto. The supplementary agreement shall be an integral part of this Agreement and have the same legal force as the agreement.
|
8.3
|
Any provision of this Agreement that is invalid or unenforceable shall not affect the validity and enforceability of any other provisions hereof.
|
8.4
|
The agreement is executed in three original copies with same legal effect. Each party hereto shall hold one copy.
|
1.
|
Party A and Zhihong Wang is current shareholders of Party C which have made registrations at the Administration of Industry and Commerce authorities, and each holding 55% and 45% shares in Party C respectively
|
2.
|
Party D is a limited liability company duly organized and validly existing under the laws of the People’s Republic of China, and provide technical support, strategic consultation and other relevant services to Party C
|
3.
|
To finance the investment by Party A in Party C, Party D has entered into Loan Agreements (“Loan Agreement”) with Party A and Party B respectively in 2010, providing Party A with loan of RMB 55, 000. Pursuant to the Loan Agreement, Party A has invested the full amount of the loans in Party C's registered capital
|
4.
|
As the consideration for the loans provided by Party D to Party A, Party A entered into a Purchase Option and Cooperation Agreement (“Purchase Option Agreement”) with Party C and Party D on DATE, granting Party D the exclusive option to purchase all or part of shares/assets in Party C holding by Party A at any time, in accordance with China laws
|
5.
|
For making securities of the payment obligations of Party C under numerous agreements executed between Party , Party A entered into a Share Pledge Agreement (“Pledge Agreement”) with Party D in 2010, pledging their respective shares in Party C to Party D
|
6.
|
Party D is intended to exercise the purchase option to purchase entire shares in Party C holding by Party A in accordance with the Purchase Option Agreement, and designates Party B as the subject to exercise the aforesaid purchase option
|
1.
|
Exercise of the Purchase Option
|
1.1
|
Party D hereby authorizes Party B in accordance with the purchase option granted to Party B under Article 2.1 of the Purchase Option Agreement, and Party B agrees to accept the aforesaid authorization, on behalf of Party D, to purchase entire shares in Party C holding by Party A a 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 C holding by Party A, purchased by Party B in accordance with Party D’s authorization, shall be the sum of the loan principal lent by Party D to Party A, which is equivalent to RMB55, 000. (“Purchase Price”).
|
2.
|
Share Transfer
|
2.1
|
Party A shall enter into a Share Transfer Agreement (“Share Transfer Agreement”) with Party B, in accordance with the content and form of Appendix II hereto, within thirty (30) days after receiving exercise notice from Party D (“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 C holding by Party A, purchased by Party B shall be contributed in full amount by Party D. However, Party B shall enter into a loan agreement with Party D to the satisfaction of Party D, in accordance with the content and form of Appendix III hereto.
|
3.2
|
Party B agree and irrevocably instruct Party D to pay the aforesaid loan provided to Party B, which used to purchase Party A’s shares, directly to Party A, in accordance with the conditions and terms stated in the frame agreement.
|
3.3
|
Party A agrees to contribute his entire income obtained from selling the shares in Party C in accordance with the agreement, to perform its repayment obligations to Party D under the Loan Agreement. The Loan Agreement among Party A and Party D will be terminated when Party A 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 D to Party A directly, at the day of share change registration procedures at industrial and commerce authorities are completed, concerning entire shares in Party C holding by Party A, purchased by Party B(“Registration Day”). Whereas Party A shall pay off all the loans when Party D exercises the purchase option, in accordance with article 3.1 of Loan Agreement, Party D agrees the aforesaid payment made by Party D to Party A will then be set off by the loan principal which shall be paid by Party D to Party A under the Loan Agreement. As the aforesaid set-off is completed, Party B 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 D 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 B for all purchase price it received (“Party A’s Receipt”, as Appendix IV hereto), and shall expressly acknowledge Party B’s payment obligation under the Share Transfer Agreement has been carried out. Party D shall issue immediately a receipt to Party A for entire loan principal it received (“Party D’s receipt”, as Appendix V hereto) after Party A has issued the aforesaid Party A’s receipt, shall expressly acknowledge Party A’s payment obligation under the Loan Agreement has been carried out, and the Loan Agreement entered into by and among Party A, and Party D 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 D’s contribution of purchase price to Party B, Party B shall enter into a new purchase option and cooperation agreement with Party C and Party D, 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 under the original Purchase Option Agreement and Proxy on the voting rights issued to Party D will be terminated at the registration day.
|
6.
|
Change of Pledge Agreement
|
6.1
|
The parties agree that, as one prerequisite to Party D’s contribution of purchase price to Party B, Party B shall enter into a new pledge agreement with Party D, 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 Band Party D 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 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 party’s 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 People’s 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 C and Party D 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.
|
1.
|
AMOUNT AND PURPOSE
|
1.1
|
Loan Amount: the Lender agrees to provide a loan with the amount of RMB 55, 000 from its self-owned fund to Party B.
|
1.2
|
Purpose of the Loan: the Borrower shall only use the Loan hereunder to acquire 55% equity interest in the Company as registered capital. Without the prior written consent of the Lender, the Borrowers shall not use such Loan for any other purpose, or pledge their equity interests in the New Company to any other third party.
|
2.
|
PAYMENT FOR THE LOAN
|
2.1
|
Payment Notice: the Lender shall deposit the loan amount to the following accounts designated by the Borrowers within ten days after the execution of this Agreement.
|
3.
|
TERM, REPAYMENT AND INTEREST OF THE LOAN
|
3.1
|
The term of the loan shall be 10 years and may be renewed pursuant to the agreement between the Parties ("Term"). Notwithstanding the foregoing, in the following circumstances, the Borrowers shall repay the Loan regardless if the Term has expired:
|
3.2
|
The Borrowers can repay the Loan by transferring all of their equity interests in the New Company to the Lender or a third party designated by the Lender when such transfer is permitted under the PRC law. In the event (1) the Borrowers transfer all of their equity interests in the New Company to the Lender or a third party designated by the Lender when such transfer is permitted under the PRC law, or (2) the Borrowers receive dividends from the New Company, the Borrowers shall deposit all the funds or dividends obtained from such transfer or the New Company, as the case may be, to the account designated by the Lender (no matter such amount is higher or less than the principal amount of the Loan).
|
3.3
|
The Lender and the Borrowers hereby jointly agree and confirm that the Lender, has the right to, but has no obligation to, purchase or designate a third party (legal person or natural person) to purchase all or part of Borrower's interest in the New Company at a price equal to the amount of the Loan when such purchase is allowed under the PRC law. If Lender or the third party assignee designated by Lender only purchases part of Borrower's interest in the New Company, the purchase price shall be reduced on a pro rata basis.
|
3.4
|
In the event when the Borrowers transfer their interest in the New Company to the Lender or a third party transferee designated by Lender, (i) if the total of (1) the actual transfer price paid by Lender or the third party transferee and (2) the dividends obtained from the New Company by the Lender (if applicable) equals or is less than the principal amount of the Loan, the Loan shall be deemed as interest free; (ii) if the total of (1) the actual transfer price paid by Lender or the third party transferee and (2) the dividends obtained from the New Company by the Lender (if applicable) is higher than the principal amount of the Loan, the amount exceeding the principal amount of the Loan shall be deemed as an interest accrued on the Loan and paid by Borrowers to Lender in full.
|
4.
|
CONFIDENTIALITY
|
5.
|
DISPUTE RESOLUTION
|
5.1
|
The execution, validity, interpretation, performance, implementation, termination and settlement of disputes of this Agreement shall be governed by the laws of the PRC
|
5.2
|
Any dispute arising from or in connection with this Agreement shall be settled through friendly negotiation. If the parties fail to make any written agreement within thirty days after consultation, such dispute will be submitted (by the Lender or the Borrowers) to the China International Economic and Trade Arbitration Commission ("CIETAC") in accordance with its arbitration rules/procedures. The arbitration shall commence from the date of filing. The tribunal will be composed of one (1) arbitrator appointed by the chairman of CIETAC. The arbitration shall be final and bind the Parties. Unless otherwise stipulated by the arbitrator, the arbitration fee (including reasonable attorney fees and attorney expenses) shall be borne by the losing party.
|
6.
|
EFFECTIVENESS
|
6.1
|
This Agreement shall become effective after the execution of the Parties. The Agreement can be terminated by one Party through sending a written notice to the other Parties thirty days prior to the termination. Otherwise any Party shall not terminate this Agreement unilaterally without the mutual agreement of the Parties.
|
7.
|
AMENDMENT
|
7.1
|
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. Any modification and supplementary to this Agreement after signed by both Parties, become an integral part of this Agreement, and has the same legal force with this Agreement.
|
8.
|
MISCELLANEOUS
|
8.1
|
The headings of articles herein are provided for the purpose of reference. Such headings shall in no event be used or affected interpretations of the terms herein.
|
8.2
|
Matters not covered in the agreement shall be dealt with in a supplementary agreement, and annexed hereto. The supplementary agreement shall be an integral part of this Agreement and have the same legal force as the agreement.
|
8.3
|
Any provision of this Agreement that is invalid or unenforceable shall not affect the validity and enforceability of any other provisions hereof.
|
8.4
|
The agreement is executed in three original copies with same legal effect. Each party hereto shall hold one copy.
|
1.
|
The Borrowers desire to establish Shanghai Stockstar Wealth Magagement Co., Ltd. (the “Company”), whose registered capital will be RMB30, 000, 000, and Borrower A and Borrower B will respectively hold 55% and 40% 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
|
4
|
ARTICLE 3. OBLIGATIONS OF PARTY B
|
4
|
ARTICLE 4. CONSIDERATION FOR PROVIDING OPERATIONAL SUPPORT
|
5
|
ARTICLE 5. REPRESENTATIONS AND WARRANTIES
|
5
|
ARTICLE 6. CONFIDENTIALITY
|
5
|
ARTICLE 7. GOVERNING LAW AND OBLIGATIONS UPON DEFAULT
|
5
|
ARTICLE 8. DISPUTE RESOLUTION
|
6
|
ARTICLE 9. EFFECTIVENESS
|
6
|
ARTICLE 10. NO SUBSEQUENT OBLIGATION
|
6
|
ARTICLE 11. AMENDMENT
|
7
|
ARTICLE 12. COUNTERPARTS
|
7
|
ARTICLE 13. MISCELLANEOUS
|
7
|
EXHIBIT 1 CONSIDERATION FOR OPERATION GUARANTEE
|
8
|
ARTICLE 1. DEFINITIONS
|
3
|
ARTICLE 2. TECHNICAL SUPPORT SERVICES
|
4
|
ARTICLE 3. TECHNICAL SUPPORT SERVICES FEE
|
4
|
ARTICLE 4. REPRESENTATIONS AND WARRANTIES
|
4
|
ARTICLE 5. CONFIDENTIALITY
|
5
|
ARTICLE 6. GOVERNING LAW AND EVENTS OF DEFAULT
|
5
|
ARTICLE 7. DISPUTE RESOLUTION
|
5
|
ARTICLE 8. EFFECTIVENESS
|
6
|
ARTICLE 9. NO SUBSEQUENT OBLIGATION
|
6
|
ARTICLE 10. TRANSFER LIMITATION
|
6
|
ARTICLE 11. AMENDMENT
|
6
|
ARTICLE 12. COUNTERPARTS
|
7
|
ARTICLE 13. MISCELLANEOUS
|
7
|
EXHIBIT 1 CONTENT OF THE TECHNICAL SUPPORT SERVICES
|
8
|
EXHIBIT 2 TECHNICAL SUPPORT SERVICE FEE
|
9
|
ARTICLE 1. DEFINITIONS
|
3
|
ARTICLE 2. TECHNICAL SUPPORT SERVICES
|
4
|
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
|
5
|
ARTICLE 7. DISPUTE RESOLUTION
|
5
|
ARTICLE 8. EFFECTIVENESS
|
5
|
ARTICLE 9. NO SUBSEQUENT OBLIGATION
|
5
|
ARTICLE 10. TRANSFER LIMITATION
|
5
|
ARTICLE 11. COMPENSATION
|
6
|
ARTICLE 12. AMENDMENT
|
6
|
ARTICLE 13. COUNTERPARTS
|
6
|
ARTICLE 14. MISCELLANEOUS
|
6
|
EXHIBIT 1 CONTENT OF THE STRATEGIC CONSULTING SERVICES
|
7
|
EXHIBIT 2 STRATEGIC CONSULTING SERVICE FEE
|
8
|
(1) evaluation of new products/services;
|
(2) industry and client research;
|
(3) marketing strategies;
|
(4) training of Party A's personnel; and
|
(5) other services in connection with Party A's business.
|
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 People’s 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 November 1, 2012, providing Party A and Party B with loans of RMB 7, 700, 000 and RMB 6, 300, 000, respectively. Pursuant to the Loan Agreement, Party A and Party B has invested the full amount of the loans in Party E's 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 DATE, 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 November 1, 2012, 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 F’s authorization, shall be the sum of the loan principal lent by Party F to Party A and Party B, which is equivalent to RMB 14, 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 B’s 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 A’s Receipt”, as Appendix IV hereto), Party B shall issue a receipt to Party D for all purchase price it received (“Party B’s Receipt”, as Appendix IV hereto), and shall expressly acknowledge Party C and Party D’s 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 F’s receipt”, as Appendix V hereto) after Party A and Party B have issued the aforesaid Party A’s receipt and Party B’s receipt, shall expressly acknowledge Party A and Party B’s 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 F’s 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 F’s 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 party’s 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 People’s 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.
|
1.
|
Guangzhou Boxin Investment Advisory Co., Ltd. (the "Company") is a limited liability company duly organized and validly existing under the laws of China, and its registered capital is RMB 15, 050, 000.
|
2.
|
Transferor A and Transferor B are shareholders of the Company, Transferor A holds 55% of equity interests of the Company, Transferor B holds45% of equity interests of the Company, and contributed their full investment in accordance with laws.
|
3.
|
Transferor A intends to sell to Transferee A, and the Transferee A intends to purchase from the Transferor A, all equity interests of the Company owned by the Transferor A, representing 55% of the total share capital of the Company.
|
4.
|
Transferor B intends to sell to Transferee B, and the Transferee B intends to purchase from the Transferor B, all equity interests of the Company owned by the Transferor B, representing 45% of the total share capital of the Company.
|
1.
|
Subject Matter of Transfer
|
1.1
|
Subject to the terms and conditions of this Agreement, Transferor A agrees to transfer and Transferee A agrees to acquire the equity interests representing the Transferor A’s equity interests of the registered capital (RMB 8, 277, 500
,
accounting for 55% of the total registered capital of the Company) that is contributed to the Company in full and all rights and interests attached to such equity interests.
|
1.2
|
Subject to the terms and conditions of this Agreement, Transferor B agrees to transfer and Transferee B agrees to acquire the equity interests representing the Transferor B’s equity interests of the registered capital (RMB 6, 772, 500
,
accounting for 45% of the total registered capital of the Company) that is contributed to the Company in full and all rights and interests attached to such equity interests; (the subject matters in Article 1.1 and 1.2 are collectively referred to as “Shareholders’ Equity Interests”).
|
2.
|
Consideration and Payment
|
2.1
|
Consideration
|
2.1.1
|
Transferee A shall make payment of RMB 8, 277, 500 (“Consideration”) to Transferor A’s designated account as consideration for Transferor A’s transfer of the Shareholders’ Equity Interests to Transferee A in accordance with this Agreement.
|
2.1.2
|
Transferee B shall make payment of RMB 6, 772, 500 (“Consideration”) to Transferor B’s designated account as consideration for Transferor B’s transfer of the Shareholders’ Equity Interests to Transferee B in accordance with this Agreement.
|
2.2
|
The date of payment: the Transferees shall make payment of the Consideration to the Transferors within 30 days as of the effective date of this Agreement.
|
3.
|
Closing
|
3.1
|
For the purpose of this Agreement, the closing date in this Agreement means the completion date of changing the registration of equity interests of the Company (“Closing Date”). From the Closing Date, rights and obligation hereunder enjoyed and performed by the Transferors within the scope of the transferred equity intetests shall be enjoyed and borne by the Transferees.
|
3.2
|
The Parties shall take all necessary action to assist the Transferees and the Company in handling all necessary procedures for the transfer of equity interests until the Closing Date.
|
3.3
|
All procedure fees and taxes incurred from the transfer of equity interests shall be borne by the Parties separately in accordance with laws.
|
4.
|
Representations and Warranties
|
4.1
|
The Transferors hereby make unconditional and irrevocable representations and warranties as follows:
|
4.1.1
|
The Transferors are legal and actual owners of the shareholders’ equity interests which are free from lien, pledge, claim, or the securities or third party’s rights, and are not subject to any binding of priority right (including without limitation the right of first refusal and right of first purchase). The transferee will not be claimed by any third party after acquiring such shareholders’ equity interests.
|
4.1.2
|
The Company is duly incorporated and validly existing in accordance with laws of the People’s Republic of China. The transfer of equity interests hereunder will not contravene any provision of the articles of association of the Company
|
4.1.3
|
The execution of this Agreement and closing of the transaction hereunder shall not lead to the Transferors’ breach, cancellation or termination of any agreement they have executed, or breach any agreement, undertaking or other formal documents
|
4.1.4
|
The representations and warranties made by the Transferors herein and statement relevant to the transfer as of the date of this Agreement are true, accurate, complete, and without any concealment or misleading content.
|
4.2
|
The Transferees hereby make unconditional and irrevocable representations and warranties as follows:
|
4.2.1
|
The execution of this Agreement and closing of the transaction hereunder shall not lead to the Transferors’ breach, cancellation or termination of any agreement they have executed, or breach any agreement, undertaking or other formal documents.
|
4.2.2
|
The representations and warranties made by the Transferees herein and statement relevant to the transfer as of the date of this Agreement are true, accurate, complete, and without any concealment or misleading content.
|
5.
|
Notices
|
6.
|
Liability for Breach
|
7.
|
Governing Law
|
7.1
|
The conclusion, effectiveness, interpretation, performance of the agreement and the settlement of disputes in connection therewith, shall be governed by laws of the People’s Republic of China.
|
7.2
|
In the event that some articles of this Agreement are deemed as invalid or unenforceable, and such articles will not affect validity of the other articles, the other articles shall remain valid; meanwhile, the Parties shall adjust the invalid or unenforceable articles in accordance with the current laws and regulations to valid articles and to comply with principles and spirits of this Agreement as much as possible.
|
8.
|
Effectiveness and Dispute Resolution
|
8.1
|
This Agreement shall become effective as of the execution date.
|
8.2
|
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.
|
8.3
|
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.
|
Miscellaneous
|
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
|
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.
|
9.4
|
This Agreement shall be binding for each party’s legal successors.
|
9.5
|
Matters not covered in the Agreement shall be determined through negotiation by the Parties. The supplementary agreement shall be made in writing and be effective upon signature of the Parties.
|
9.6
|
The Agreement is executed in six original copies. Each party hereto shall hold one copy. The remaining two copies are for the relevant legal procedures. Each copy is equally authentic.
|
1.
|
AMOUNT AND PURPOSE
|
1.1
|
Loan Amount: the Lender agrees to provide a loan with the amount of RMB 7, 700, 000 from its self-owned fund to Party B and provide a loan with the amount of RMB 6, 300, 000 from its self-owned fund to Party C.
|
1.2
|
Purpose of the Loan: the Borrowers shall only use the Loan hereunder to acquire 100% equity interest in the Company as registered capital. Without the prior written consent of the Lender, the Borrowers shall not use such Loan for any other purpose, or pledge their equity interests in the New Company to any other third party.
|
2.
|
PAYMENT FOR THE LOAN
|
2.1
|
Payment Notice: the Lender shall deposit the loan amount to the following accounts designated by the Borrowers within ten days after the execution of this Agreement.
|
3.
|
TERM, REPAYMENT AND INTEREST OF THE LOAN
|
3.1
|
The term of the loan shall be 10 years and may be renewed pursuant to the agreement between the Parties ("Term"). Notwithstanding the foregoing, in the following circumstances, the Borrowers shall repay the Loan regardless if the Term has expired:
|
3.2
|
The Borrowers can repay the Loan by transferring all of their equity interests in the New Company to the Lender or a third party designated by the Lender when such transfer is permitted under the PRC law. In the event (1) the Borrowers transfer all of their equity interests in the New Company to the Lender or a third party designated by the Lender when such transfer is permitted under the PRC law, or (2) the Borrowers receive dividends from the New Company, the Borrowers shall deposit all the funds or dividends obtained from such transfer or the New Company, as the case may be, to the account designated by the Lender (no matter such amount is higher or less than the principal amount of the Loan).
|
3.3
|
The Lender and the Borrowers hereby jointly agree and confirm that the Lender, has the right to, but has no obligation to, purchase or designate a third party (legal person or natural person) to purchase all or part of Borrower's interest in the New Company at a price equal to the amount of the Loan when such purchase is allowed under the PRC law. If Lender or the third party assignee designated by Lender only purchases part of Borrower's interest in the New Company, the purchase price shall be reduced on a pro rata basis.
|
3.4
|
In the event when the Borrowers transfer their interest in the New Company to the Lender or a third party transferee designated by Lender, (i) if the total of (1) the actual transfer price paid by Lender or the third party transferee and (2) the dividends obtained from the New Company by the Lender (if applicable) equals or is less than the principal amount of the Loan, the Loan shall be deemed as interest free; (ii) if the total of (1) the actual transfer price paid by Lender or the third party transferee and (2) the dividends obtained from the New Company by the Lender (if applicable) is higher than the principal amount of the Loan, the amount exceeding the principal amount of the Loan shall be deemed as an interest accrued on the Loan and paid by Borrowers to Lender in full.
|
4.
|
CONFIDENTIALITY
|
5.
|
DISPUTE RESOLUTION
|
5.1
|
The execution, validity, interpretation, performance, implementation, termination and settlement of disputes of this Agreement shall be governed by the laws of the PRC
|
5.2
|
Any dispute arising from or in connection with this Agreement shall be settled through friendly negotiation. If the parties fail to make any written agreement within thirty days after consultation, such dispute will be submitted (by the Lender or the Borrowers) to the China International Economic and Trade Arbitration Commission ("CIETAC") in accordance with its arbitration rules/procedures. The arbitration shall commence from the date of filing. The tribunal will be composed of one (1) arbitrator appointed by the chairman of CIETAC. The arbitration shall be final and bind the Parties. Unless otherwise stipulated by the arbitrator, the arbitration fee (including reasonable attorney fees and attorney expenses) shall be borne by the losing party.
|
6.
|
EFFECTIVENESS
|
6.1
|
This Agreement shall become effective after the execution of the Parties. The Agreement can be terminated by one Party through sending a written notice to the other Parties thirty days prior to the termination. Otherwise any Party shall not terminate this Agreement unilaterally without the mutual agreement of the Parties.
|
7.
|
AMENDMENT
|
7.1
|
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. Any modification and supplementary to this Agreement after signed by both Parties, become an integral part of this Agreement, and has the same legal force with this Agreement.
|
8.
|
MISCELLANEOUS
|
8.1
|
The headings of articles herein are provided for the purpose of reference. Such headings shall in no event be used or affected interpretations of the terms herein.
|
8.2
|
Matters not covered in the agreement shall be dealt with in a supplementary agreement, and annexed hereto. The supplementary agreement shall be an integral part of this Agreement and have the same legal force as the agreement.
|
8.3
|
Any provision of this Agreement that is invalid or unenforceable shall not affect the validity and enforceability of any other provisions hereof.
|
8.4
|
The agreement is executed in three original copies with same legal effect. Each party hereto shall hold one copy.
|
1.
|
The Borrowers desire to establish Aishang (Beijing) Fortune Technology Co., Ltd. (the “Company”), whose registered capital will be RMB100,000 and Borrower A and Borrower B will respectively hold 75% and 25% 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
|
4
|
ARTICLE 3. OBLIGATIONS OF PARTY B
|
4
|
ARTICLE 4. CONSIDERATION FOR PROVIDING OPERATIONAL SUPPORT
|
5
|
ARTICLE 5. REPRESENTATIONS AND WARRANTIES
|
5
|
ARTICLE 6. CONFIDENTIALITY
|
5
|
ARTICLE 7. GOVERNING LAW AND OBLIGATIONS UPON DEFAULT
|
5
|
ARTICLE 8. DISPUTE RESOLUTION
|
6
|
ARTICLE 9. EFFECTIVENESS
|
6
|
ARTICLE 10. NO SUBSEQUENT OBLIGATION
|
6
|
ARTICLE 11. AMENDMENT
|
7
|
ARTICLE 12. COUNTERPARTS
|
7
|
ARTICLE 13. MISCELLANEOUS
|
7
|
EXHIBIT 1 CONSIDERATION FOR OPERATION GUARANTEE
|
8
|
ARTICLE 1. DEFINITIONS
|
3
|
ARTICLE 2. TECHNICAL SUPPORT SERVICES
|
4
|
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
|
5
|
ARTICLE 7. DISPUTE RESOLUTION
|
5
|
ARTICLE 8. EFFECTIVENESS
|
5
|
ARTICLE 9. NO SUBSEQUENT OBLIGATION
|
6
|
ARTICLE 10. TRANSFER LIMITATION
|
6
|
ARTICLE 11. AMENDMENT
|
6
|
ARTICLE 12. COUNTERPARTS
|
6
|
ARTICLE 13. MISCELLANEOUS
|
6
|
EXHIBIT 1 CONTENT OF THE TECHNICAL SUPPORT SERVICES
|
8
|
EXHIBIT 2 TECHNICAL SUPPORT SERVICE FEE
|
9
|
ARTICLE 1. DEFINITIONS
|
3
|
ARTICLE 2. TECHNICAL SUPPORT SERVICES
|
4
|
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
|
5
|
ARTICLE 7. DISPUTE RESOLUTION
|
5
|
ARTICLE 8. EFFECTIVENESS
|
5
|
ARTICLE 9. NO SUBSEQUENT OBLIGATION
|
5
|
ARTICLE 10. TRANSFER LIMITATION
|
5
|
ARTICLE 11. COMPENSATION
|
6
|
ARTICLE 12. AMENDMENT
|
6
|
ARTICLE 13. COUNTERPARTS
|
6
|
ARTICLE 14. MISCELLANEOUS
|
6
|
EXHIBIT 1 CONTENT OF THE STRATEGIC CONSULTING SERVICES
|
7
|
EXHIBIT 2 STRATEGIC CONSULTING SERVICE FEE
|
8
|
(1) evaluation of new products/services;
|
(2) industry and client research;
|
(3) marketing strategies;
|
(4) training of Party A's personnel; and
|
(5) other services in connection with Party A's business.
|
1.
|
Lender is a company with limited liability duly organized and validly existing foreign owned enterprise under the laws of PRC,
|
2.
|
The Borrowers desire to establish Shanghai Maibu Investment Management Co.,Ltd (the “Company”), Borrower A and Borrower B will respectively hold 90% and 10% of the equity interest in the Company..
|
3.
|
The Borrowers desire to borrow a loan (the “Loan”) from the Lender to invest in the company, The Lender agrees to provide the Loan to Borrowers.
|
ARTICLE 1. DEFINITIONS
|
3
|
ARTICLE 2. OPERATIONAL SUPPORT
|
4
|
ARTICLE 3. OBLIGATIONS OF PARTY B
|
4
|
ARTICLE 4. CONSIDERATION FOR PROVIDING OPERATIONAL SUPPORT
|
5
|
ARTICLE 5. REPRESENTATIONS AND WARRANTIES
|
5
|
ARTICLE 6. CONFIDENTIALITY
|
5
|
ARTICLE 7. GOVERNING LAW AND OBLIGATIONS UPON DEFAULT
|
5
|
ARTICLE 8. DISPUTE RESOLUTION
|
6
|
ARTICLE 9. EFFECTIVENESS
|
6
|
ARTICLE 10. NO SUBSEQUENT OBLIGATION
|
6
|
ARTICLE 11. AMENDMENT
|
7
|
ARTICLE 12. COUNTERPARTS
|
7
|
ARTICLE 13. MISCELLANEOUS
|
7
|
EXHIBIT 1 CONSIDERATION FOR OPERATION GUARANTEE
|
8
|
ARTICLE 1. DEFINITIONS
|
3
|
ARTICLE 2. TECHNICAL SUPPORT SERVICES
|
4
|
ARTICLE 3. TECHNICAL SUPPORT SERVICES FEE
|
4
|
ARTICLE 4. REPRESENTATIONS AND WARRANTIES
|
4
|
ARTICLE 5. CONFIDENTIALITY
|
5
|
ARTICLE 6. GOVERNING LAW AND EVENTS OF DEFAULT
|
5
|
ARTICLE 7. DISPUTE RESOLUTION
|
5
|
ARTICLE 8. EFFECTIVENESS
|
6
|
ARTICLE 9. NO SUBSEQUENT OBLIGATION
|
6
|
ARTICLE 10. TRANSFER LIMITATION
|
6
|
ARTICLE 11. AMENDMENT
|
6
|
ARTICLE 12. COUNTERPARTS
|
7
|
ARTICLE 13. MISCELLANEOUS
|
7
|
EXHIBIT 1 CONTENT OF THE TECHNICAL SUPPORT SERVICES
|
8
|
EXHIBIT 2 TECHNICAL SUPPORT SERVICE FEE
|
9
|
ARTICLE 1. DEFINITIONS
|
3
|
ARTICLE 2. TECHNICAL SUPPORT SERVICES
|
4
|
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
|
5
|
ARTICLE 7. DISPUTE RESOLUTION
|
5
|
ARTICLE 8. EFFECTIVENESS
|
5
|
ARTICLE 9. NO SUBSEQUENT OBLIGATION
|
5
|
ARTICLE 10. TRANSFER LIMITATION
|
5
|
ARTICLE 11. COMPENSATION
|
6
|
ARTICLE 12. AMENDMENT
|
6
|
ARTICLE 13. COUNTERPARTS
|
6
|
ARTICLE 14. MISCELLANEOUS
|
6
|
EXHIBIT 1 CONTENT OF THE STRATEGIC CONSULTING SERVICES
|
7
|
EXHIBIT 2 STRATEGIC CONSULTING SERVICE FEE
|
8
|
(1) evaluation of new products/services;
|
(2) industry and client research;
|
(3) marketing strategies;
|
(4) training of Party A's personnel; and
|
(5) other services in connection with Party A's business.
|
1.
|
Lender is a company with limited liability duly organized and validly existing foreign owned enterprise under the laws of PRC,
|
2.
|
The Borrowers desire to establish East Win Investment Consulting Co., Ltd. (the “Company”), Which has registered share capital of RMB 10 million. The consideration of payment is RMB 18 million, Borrower A and Borrower B will respectively hold 99% and 1% of the equity interest in the Company..
|
3.
|
The Borrowers desire to borrow a loan (the “Loan”) from the Lender to invest in the company, The Lender agrees to provide the Loan to Borrowers.
|
(1)
|
Party A, a company with limited liability duly organized and validly existing foreign owned enterprise in P.R.China, Party A is a major business partner of the company.
|
(2)
|
To finance the investment by Party B and Party C in Party D, Party A has entered into loan agreements (hereafter the "Loan Agreements") respectively with Party B and Party C on July, 2013, providing Party B and Party C with loans of RMB 17,742,857 and RMB 257,143, respectively.
|
(3)
|
Pursuant to the Loan Agreements, Party B and Party C are beneficial shareholders of the company and hold the company’s stake at 99% and 1% respectively. Party D and Party E hold the stakes on behalf of the Party B and Party C. Party D holds the 99% of the company equity on behalf of Party B and Party E holds 1% of the company’s equity on behalf of the Party C, while the Party D and Party E are the nominal shareholders in the business registration authority, following Party B, Party C collectively as selling obligator, Party D and Party E refers to nominal shareholders.
|
(4)
|
The Parties hereto wish to grant Party A the exclusive purchase option to acquire, at any time upon satisfaction of the requirements under the PRC law, the entire or a portion of Party D's share equity/assets owned by Party B and/or Party C by the Loan.
|
ARTICLE 1. DEFINITIONS
|
3
|
ARTICLE 2. OPERATIONAL SUPPORT
|
4
|
ARTICLE 3. OBLIGATIONS OF PARTY B
|
4
|
ARTICLE 4. CONSIDERATION FOR PROVIDING OPERATIONAL SUPPORT
|
5
|
ARTICLE 5. REPRESENTATIONS AND WARRANTIES
|
5
|
ARTICLE 6. CONFIDENTIALITY
|
5
|
ARTICLE 7. GOVERNING LAW AND OBLIGATIONS UPON DEFAULT
|
5
|
ARTICLE 8. DISPUTE RESOLUTION
|
6
|
ARTICLE 9. EFFECTIVENESS
|
6
|
ARTICLE 10. NO SUBSEQUENT OBLIGATION
|
6
|
ARTICLE 11. AMENDMENT
|
7
|
ARTICLE 12. COUNTERPARTS
|
7
|
ARTICLE 13. MISCELLANEOUS
|
7
|
EXHIBIT 1 CONSIDERATION FOR OPERATION GUARANTEE
|
8
|
ARTICLE 1. DEFINITIONS
|
3
|
ARTICLE 2. TECHNICAL SUPPORT SERVICES
|
4
|
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
|
5
|
ARTICLE 7. DISPUTE RESOLUTION
|
5
|
ARTICLE 8. EFFECTIVENESS
|
5
|
ARTICLE 9. NO SUBSEQUENT OBLIGATION
|
6
|
ARTICLE 10. TRANSFER LIMITATION
|
6
|
ARTICLE 11. AMENDMENT
|
6
|
ARTICLE 12. COUNTERPARTS
|
6
|
ARTICLE 13. MISCELLANEOUS
|
6
|
EXHIBIT 1 CONTENT OF THE TECHNICAL SUPPORT SERVICES
|
8
|
EXHIBIT 2 TECHNICAL SUPPORT SERVICE FEE
|
9
|
ARTICLE 1. DEFINITIONS
|
3
|
ARTICLE 2. TECHNICAL SUPPORT SERVICES
|
4
|
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
|
5
|
ARTICLE 7. DISPUTE RESOLUTION
|
5
|
ARTICLE 8. EFFECTIVENESS
|
5
|
ARTICLE 9. NO SUBSEQUENT OBLIGATION
|
5
|
ARTICLE 10. TRANSFER LIMITATION
|
5
|
ARTICLE 11. COMPENSATION
|
6
|
ARTICLE 12. AMENDMENT
|
6
|
ARTICLE 13. COUNTERPARTS
|
6
|
ARTICLE 14. MISCELLANEOUS
|
6
|
EXHIBIT 1 CONTENT OF THE STRATEGIC CONSULTING SERVICES
|
7
|
EXHIBIT 2 STRATEGIC CONSULTING SERVICE FEE
|
8
|
(1) evaluation of new products/services;
|
(2) industry and client research;
|
(3) marketing strategies;
|
(4) training of Party A's personnel; and
|
(5) other services in connection with Party A's business.
|
1.
|
Lender, a company with limited liability duly organized and validly foreign owned enterprise existing in P.R.China
|
2.
|
The Borrowers desire to establish a company, whose registered capital will be RMB20 million and Borrower A and Borrower B will respectively hold 70% and 30% of the equity interest in the Company.
|
3.
|
The borrower desire to borrow a loan (the “Loan”) from the Lender to invest in the company, The Lender agrees to provide the Loan to Borrowers.
|
ARTICLE 1. DEFINITIONS
|
3
|
ARTICLE 2. OPERATIONAL SUPPORT
|
4
|
ARTICLE 3. OBLIGATIONS OF PARTY B
|
4
|
ARTICLE 4. CONSIDERATION FOR PROVIDING OPERATIONAL SUPPORT
|
5
|
ARTICLE 5. REPRESENTATIONS AND WARRANTIES
|
5
|
ARTICLE 6. CONFIDENTIALITY
|
5
|
ARTICLE 7. GOVERNING LAW AND OBLIGATIONS UPON DEFAULT
|
5
|
ARTICLE 8. DISPUTE RESOLUTION
|
6
|
ARTICLE 9. EFFECTIVENESS
|
6
|
ARTICLE 10. NO SUBSEQUENT OBLIGATION
|
6
|
ARTICLE 11. AMENDMENT
|
7
|
ARTICLE 12. COUNTERPARTS
|
7
|
ARTICLE 13. MISCELLANEOUS
|
7
|
EXHIBIT 1 CONSIDERATION FOR OPERATION GUARANTEE
|
8
|
ARTICLE 1. DEFINITIONS
|
3
|
ARTICLE 2. TECHNICAL SUPPORT SERVICES
|
4
|
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
|
5
|
ARTICLE 7. DISPUTE RESOLUTION
|
5
|
ARTICLE 8. EFFECTIVENESS
|
5
|
ARTICLE 9. NO SUBSEQUENT OBLIGATION
|
6
|
ARTICLE 10. TRANSFER LIMITATION
|
6
|
ARTICLE 11. AMENDMENT
|
6
|
ARTICLE 12. COUNTERPARTS
|
6
|
ARTICLE 13. MISCELLANEOUS
|
6
|
EXHIBIT 1 CONTENT OF THE TECHNICAL SUPPORT SERVICES
|
8
|
EXHIBIT 2 TECHNICAL SUPPORT SERVICE FEE
|
9
|
ARTICLE 1. DEFINITIONS
|
3
|
ARTICLE 2. TECHNICAL SUPPORT SERVICES
|
4
|
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
|
5
|
ARTICLE 7. DISPUTE RESOLUTION
|
5
|
ARTICLE 8. EFFECTIVENESS
|
5
|
ARTICLE 9. NO SUBSEQUENT OBLIGATION
|
5
|
ARTICLE 10. TRANSFER LIMITATION
|
5
|
ARTICLE 11. COMPENSATION
|
6
|
ARTICLE 12. AMENDMENT
|
6
|
ARTICLE 13. COUNTERPARTS
|
6
|
ARTICLE 14. MISCELLANEOUS
|
6
|
EXHIBIT 1 CONTENT OF THE STRATEGIC CONSULTING SERVICES
|
7
|
EXHIBIT 2 STRATEGIC CONSULTING SERVICE FEE
|
8
|
(1) evaluation of new products/services;
|
(2) industry and client research;
|
(3) marketing strategies;
|
(4) training of Party A's personnel; and
|
(5) other services in connection with Party A's business.
|
1.
|
Lender is organized and existing foreign-owned enterprises in accordance with Chinese law.
|
2.
|
The Borrowers desire to establish Wangxun (Beijing) Technology Co.,Ltd (the “Company”), whose registered capital will be RMB1,000,000 and the consideration paid for acquisition is RMB50,000,000. Borrower A and Borrower B will respectively hold60% and 40% of the equity interest in the Company.
|
3.
|
The Lender agrees to provide the Loan to Borrowers.
|
(1)
|
Party A, a company with limited liability duly organized and validly existing foreign owned enterprise in P.R.China,
|
(2)
|
To finance the investment by Party B and Party C in Party
F, Party A has entered into loan agreements (hereafter the "Loan Agreements") respectively with Party B and Party C
in
2013, providing Party B and Party C with loans of RMB 3 million and RMB 2 million, respectively. Pursuant to the Loan Agreements,
|
ARTICLE 1. DEFINITIONS
|
3
|
ARTICLE 2. OPERATIONAL SUPPORT
|
4
|
ARTICLE 3. OBLIGATIONS OF PARTY B
|
4
|
ARTICLE 4. CONSIDERATION FOR PROVIDING OPERATIONAL SUPPORT
|
5
|
ARTICLE 5. REPRESENTATIONS AND WARRANTIES
|
5
|
ARTICLE 6. CONFIDENTIALITY
|
5
|
ARTICLE 7. GOVERNING LAW AND OBLIGATIONS UPON DEFAULT
|
5
|
ARTICLE 8. DISPUTE RESOLUTION
|
6
|
ARTICLE 9. EFFECTIVENESS
|
6
|
ARTICLE 10. NO SUBSEQUENT OBLIGATION
|
6
|
ARTICLE 11. AMENDMENT
|
7
|
ARTICLE 12. COUNTERPARTS
|
7
|
ARTICLE 13. MISCELLANEOUS
|
7
|
EXHIBIT 1 CONSIDERATION FOR OPERATION GUARANTEE
|
8
|
ARTICLE 1. DEFINITIONS
|
3
|
ARTICLE 2. TECHNICAL SUPPORT SERVICES
|
4
|
ARTICLE 3. TECHNICAL SUPPORT SERVICES FEE
|
4
|
ARTICLE 4. REPRESENTATIONS AND WARRANTIES
|
4
|
ARTICLE 5. CONFIDENTIALITY
|
5
|
ARTICLE 6. GOVERNING LAW AND EVENTS OF DEFAULT
|
5
|
ARTICLE 7. DISPUTE RESOLUTION
|
5
|
ARTICLE 8. EFFECTIVENESS
|
6
|
ARTICLE 9. NO SUBSEQUENT OBLIGATION
|
6
|
ARTICLE 10. TRANSFER LIMITATION
|
6
|
ARTICLE 11. AMENDMENT
|
6
|
ARTICLE 12. COUNTERPARTS
|
7
|
ARTICLE 13. MISCELLANEOUS
|
7
|
EXHIBIT 1 CONTENT OF THE TECHNICAL SUPPORT SERVICES
|
8
|
EXHIBIT 2 TECHNICAL SUPPORT SERVICE FEE
|
9
|
ARTICLE 1. DEFINITIONS
|
3
|
ARTICLE 2. TECHNICAL SUPPORT SERVICES
|
4
|
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
|
5
|
ARTICLE 7. DISPUTE RESOLUTION
|
5
|
ARTICLE 8. EFFECTIVENESS
|
5
|
ARTICLE 9. NO SUBSEQUENT OBLIGATION
|
5
|
ARTICLE 10. TRANSFER LIMITATION
|
5
|
ARTICLE 11. COMPENSATION
|
6
|
ARTICLE 12. AMENDMENT
|
6
|
ARTICLE 13. COUNTERPARTS
|
6
|
ARTICLE 14. MISCELLANEOUS
|
6
|
EXHIBIT 1 CONTENT OF THE STRATEGIC CONSULTING SERVICES
|
7
|
EXHIBIT 2 STRATEGIC CONSULTING SERVICE FEE
|
8
|
(1) evaluation of new products/services;
|
(2) industry and client research;
|
(3) marketing strategies;
|
(4) training of Party A's personnel; and
|
(5) other services in connection with Party A's business.
|
1.
|
On March 19, 2013 , the TRANSFEROR on the one side and Langfang Shengshi Real Estate Development Co., Ltd. (the “COMPANY”) and its original shareholders
***
on the other side entered into an agreement titled “Investment Agreement regarding Yongqing Shengshi Project” (the “INVESTMENT AGREEMENT”), under which the TRANSFEROR is entitled to call option and put option subject to agreed conditions;
|
2.
|
The parties to the INVESTMENT AGREEMENT entered into separately two supplemental agreements, namely "Concerted Action Protocol" and “Equity Pledge Agreement”. Under the “Equity Pledge Agreement”, it is agreed that the pledger, namely the four original natural person shareholders of the COMPANY shall grant the pledgee, namely the TRANSFEROR, irrevocable call option and put option, that the pledgee is entitled to, when conditions specified in the INVESTMENT AGREEMENT are met, either request the pledger to purchase all of the equity held by the pledgee in the COMPANY at the price specified in the INVESTMENT AGREEMENT or purchase all of the equity held by the pledger in the COMPANY at nil consideration. The pledger agrees to pledge the pledgee all of the equity held by the pledger in the COMPANY as security for the pledgee’s put option and call option under the INVESTMENT AGREEMENT.
|
3.
|
On July 16, 2013, three original shareholders of the Company
***
transferred their respective shares in the COMPANY (each accounting for 12.75% the total share capital of the COMPANY) to the TRANSFEREE I and had the change in equity registered with relevant administration for industry and commerce;
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4.
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On August 16, 2013, the original shareholder of the Company
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transferred his equity in the COMPANY (accounting for 12.75% the total share capital of the COMPANY) to the TRANSFEREE II and had the change in equity registered with relevant administration for industry and commerce;
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5.
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On November 12, 2013, the TRANSFEROR changed its name from Fortune (Beijing) Yingchuang Technology Co., Ltd. to Fortune (Beijing) Huiying Investment Consulting Co., Ltd.
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6.
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As of the date on which the AGREEMENT is signed, the COMPANY has Fortune (Beijing) Yingchuang Technology Co., Ltd., Beijing Bluestone Investment Management Co. Limited and Langfang Great Sky Investment Co. Limited as its shareholders, with a registered capital of RMB 98,039,216.
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1)
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The TRANSFEREES shall pay the TRANSFEROR RMB 100 million in total before December 20, 2013.
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2)
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The TRANSFEREES shall pay in full the TRANSFEROR the remaining RMB 52 million before March 20, 2014.
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4.2
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The TRANSFEROR hereby designates the following account as the account for receiving the consideration paid by TRANSFEREES, and the TRANSFEREES’ remittance of the consideration into the said account shall be deemed the TRANSFEREES’ proper performance of their payment obligations:
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5.1
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The closing date for the equity transfer refers to the fifth working day after payment of RMB 100 million by TRANSFEREES to the TRANSFEROR according to Article 4.1(1) of the AGREEMENT. No later than the fifth working day after the closing date, the TRANSFEROR shall assist the TRANSFEREES in having the change in equity registered with relevant administration for industry and commerce.
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6.1
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The PARTIES agree that, if the TRANSFEREES cannot or do not pay the TRANSFEROR the second installment before the time specified in Article 4.1(2)of the AGREEMENT, the TRANSFEREES shall return a portion of their shares in the Company (accounting for 20% the total share capital of the Company) to the TRANSFEROR, and within five working days after the time specified in Article 4.1(2) of the AGREEMENT, assist the TRANSFEROR in having the equity return registered with relevant administration for industry and commerce. The TRANSFEREE I and the TRANSFEREE II shall be jointly and severally liable for guaranteeing the said return.
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7.1
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The TRANSFEROR and the TRANSFEREES shall ensure the successful completion of the EQUITY TRANSFER. After the AGREEMENT becomes effective, none of the PARTIES may refuse by statement or action to perform its obligations under the AGREEMENT except for force majeure events which frustrate the AGREEMENT.
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7.2
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The TRANSFEREES shall pay in full and in time the TRANSFEROR the consideration of the EQUITY TRANSFER in the way specified in the AGREEMENT. Any delay in such payment for over ten days shall constitute a breach. In this case, apart from continuing performing the AGREEMENT, the TRANSFEREES shall pay the TRANSFEROR liquidated damages RMB 0.2 million.
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7.3
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If failing to assist the COMPANY in having the change in equity registered with relevant administration for industry and commerce, the TRANSFEROR shall be liable to other shareholders for such breach.
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8.1
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The force majeure event refers to any objective circumstance unforeseeable, unavoidable and insurmountable by any PARTY, including but not limited to the following:
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state of war, blockade, embargo, and government decree that directly affects the transaction contemplated in the AGREEMENT;
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domestic unrest that directly affects the transaction contemplated in the AGREEMENT;
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flood, hurricane, earthquake, explosion, and other acts of god that directly affect the transaction contemplated in the AGREEMENT.
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8.2
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Other force majeure events, including but not limited to government authorities’ non-consent to the approval and/or registration of the transaction contemplated in the AGREEMENT.
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9.1
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Costs, Fees and Taxes
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