Share Purchase Agreement - PreIPO Capital Partners Ltd. and Made in China Ltd.
(1) | PreIPO CAPITAL PARTNERS LIMITED, a limited liability company incorporated under the laws of the British Virgin Islands whose registered office is situated at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands (PreIPO); |
(2) | MADE IN CHINA LTD., a limited liability company incorporated under the laws of the Cayman Islands whose registered office is situated at Offshore Incorporations (Cayman) Limited, Scotia Centre, 4th Floor, P.O. Box 2804, George Town, Grand Cayman, Cayman Islands, and having registration number CR-119214 (MIC); and |
1. | Interpretation |
2. | Transfer |
(a) | MIC shall accept the transfer of the Shares in accordance with the terms and conditions of the SSA and at all times be bound by, observe and perform all of the covenants; duties, agreements, terms, conditions and obligations to be observed and performed by PreIPO in relation to the Shares under the SSA, whose terms shall be deemed incorporated herein by reference, to the extent applicable. |
(b) | PreIPO shall transfer the Shares to MIC in accordance with the terms and conditions of the SSA. |
3. | Further assurance |
4. | Governing Law |
5. | Counterpart |
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1. AGREEMENT TO PURCHASE AND SELL SHARES
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2. CLOSINGS; DELIVERY
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3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY, THE SUBSIDIARIES AND THE FOUNDERS
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4. REPRESENTATIONS AND WARRANTIES OF THE INVESTORS
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5. COVENANTS OF THE COMPANY, THE SUBSIDIARIES AND THE FOUNDERS
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6. CONDITIONS TO INVESTORS' OBLIGATIONS AT THE CLOSING
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7. CONDITIONS TO COMPANY'S OBLIGATIONS AT THE CLOSING
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8. MISCELLANEOUS
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1. |
China Linong International Limited. a business company incorporated under the laws of the British Virgin islands (the "Company"); | |
2. | Land V, Group Limited, a business company incorporated under the laws of the British Virgin Islands (the "BVI Subsidiary"); | |
3. |
Land V. Limited, a company incorporated under the laws of Hong Kong ("HK Subsidiary A"); | |
4. | Hong Kong Linong Limited, a company incorporated under the laws of Hong Kong ("HK Subsidiary B", and collectively with HK Subsidiary A, the "HK Subsidiaries"); | |
5. | Each of the companies listed on EXHIBIT A hereto, each a wholly foreign owned enterprise organized under the laws of PRC (collectively, the "PRC Subsidiaries" and each, a "PRC Subsidiary"; and collectively with the BVI Subsidiary and the HK Subsidiaries, the "Subsidiaries"); | |
6. | Each of the individuals listed on EXHIBIT B hereto (collectively, the "Founders" and each, a "Founder" and together with the Company, the Subsidiaries, the "Warrantors" and each a "Warrantor"); and | |
7. | Each of the persons listed on EXHIBIT C hereto (collectively, the "Investors" and each, an "Investor"). |
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NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: |
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By the Company: China Linong International Limited |
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By: | /s/ Ma Shing Yung | |||
Name: | Ma Shing Yung | |||
Title: | Director | |||
By the Founders:
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/s/ Ma Shing Yung
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Ma Shing Yung
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Luan Li |
By the Founders:
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/s/ Luan Li | |||
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Ma Shing Yung
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Luan Li |
By the BVI Subsidiary and HK Subsidiaries: | ||||||||||||
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Land V. Group Limited | Land V. Limited | |||||||||||
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By: | /s/ Ma Shing Yung | By: | /s/ Ma Shing Yung | |||||||||
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Name: | Ma Shing Yung | Name: | Ma Shing Yung | ||||||||
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Title: | Director | Title: | Director |
Hong Kong Linong Limited |
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By: | /s/ Ma Shing Yung | |||
Name: | Ma Shing Yung | |||
Title: | Director | |||
By the PRC Subsidiaries: | ||||||||
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Land V. Limited (Fujian) | Land V. Limited (Shenzhen) | |||||||
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By:
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/s/ Luan Li | By: | /s/ Luan Li | |||||
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Name: Luan Li | Name: Luan Li | ||||||
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Title: Legal Representative | Title: Legal Representative | ||||||
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Land V. Limited (Hangzhou) | Land V. Limited (Tianjin) | |||||||
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By:
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/s/ Luan Li | By: | /s/ Luan Li | |||||
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Name: Luan Li Title: Legal Representative |
Name: Luan Li Title: Legal Representative |
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(Welfang) Land V. Limited | Land V. Limited (Liaoyang) | |||||||
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By:
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/s/ Luan Li | By: | /s/ Luan Li | |||||
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Name: Luan Li Title: Legal Representative |
Name: Luan Li Title: Legal Representative |
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Land V. Limited (Huizhou) | Land V. Limited (Zhangjiakou) | |||||||
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By:
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By: | |||||||
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Name: | Name: | ||||||
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Title: | Title: | ||||||
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Xiamen Land V. Group Co., Ltd. | Land V. Limited (Shantou) | |||||||
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By:
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By: | |||||||
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Name: | Name: | ||||||
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Title: | Title: |
By the PRC Subsidiaries: | ||||||||
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Land V. Limited (Fujian) | Land V. Limited (Shenzhen) | |||||||
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By:
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By: | |||||||
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Name: | Name: | ||||||
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Title: | Title: | ||||||
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Land V. Limited (Hangzhou) | Land V. Limited (Tianjin) | |||||||
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By:
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By: | |||||||
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Name: | Name: | ||||||
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Title: | Title: | ||||||
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(Welfang) Land V. Limited | Land V. Limited (Liaoyang) | |||||||
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By:
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By: | |||||||
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Name: | Name: | ||||||
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Title: | Title: | ||||||
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Land V. Limited (Huizhou) | Land V. Limited (Zhangjiakou) | |||||||
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By:
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/s/ Ma Shing Yung | By: | /s/ Ma Shing Yung | |||||
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Name: Ma Shing Yung | Name: Ma Shing Yung | ||||||
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Title: Legal Representative | Title: Legal Representative | ||||||
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Xiamen Land V. Group Co., Ltd. | Land V. Limited (Shantou) | |||||||
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By:
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/s/ Ma Shing Yung | By: | /s/ Ma Shing Yung | |||||
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Name: Ma Shing Yung | Name: Ma Shing Yung | ||||||
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Title: Legal Representative | Title: Legal Representative |
SIG China Investments One, Ltd. |
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By: | /s/ Michael Spolan | |||
Name: | Michael Spolan | |||
Title: | Vice President SIG Asia Investment LLLP authorized agent |
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Walden International Pacven Walden Ventures VI, L.P. |
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By: | /s/ Lip-Bu Tan | |||
Name: | Lip-Bu Tan | |||
Title: | Director of Pacven Walden Management VI, Co., Ltd. as General Partner of Pacven Walden Ventures VI, L.P. | |||
Pacven Walden Ventures VI, L.P. |
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By: | /s/ Lip-Bu Tan | |||
Name: | Lip-Bu Tan | |||
Title: | Director of Pacven Walden Management VI, Co., Ltd. as General Partner of Pacven Walden Ventures Parallel VI, L.P. | |||
Sequoia Capital China Growth Fund I, L.P. |
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By: | /s/ Jimmy Wong | |||
Name: | Jimmy Wong | |||
Title: | Authorised Signatory | |||
PreIPO Capital Partners Limited For and on behalf of PreIPO Capital Partners Limited |
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By: | /s/ Walter Rong | |||
Authorized Signature(s) | ||||
Name: | Walter Rong | |||
Title: | Managing Director | |||
Exhibit A
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Schedule of PRC Subsidiaries | |
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Exhibit B
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Schedule of Founders | |
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Exhibit C
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Schedule of Investors | |
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Exhibit D
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Restated Articles | |
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Exhibit E
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Disclosure Schedule | |
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Exhibit F
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Shareholders Agreement | |
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Exhibit G
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Employment Agreement | |
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Exhibit H
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Notices | |
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Exhibit I
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Confidentiality, Non-Competition and Invention Agreement | |
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Exhibit J
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Deed of Indemnity |
1. | Land V. Limited (Fujian) | |
2. | Land V. Limited (Shenzhen) | |
3. | Land V Limited (Hangzhou) | |
4. | Land V Limited (Tianjin) | |
5. | Land V. Limited (Liaoyang) | |
6. | (Weifang) Land V. Limited | |
7. | Land V. Limited (Zhangjiakou) | |
8. | Land V. Limited (Huizhou) | |
9. | Xiamen Land V. Group Co., Ltd. | |
10. | Land V. Limited (Shantou) |
1. | Ma Shing Yung | |
2. | Luan Li |
Investor | No. of Series B Shares | Purchase Price (US$) | ||||||
SIG China Investments One, Ltd.
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130,270 | US$ | 9,500,344 | |||||
Walden International
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95,990 | US$ | 7,000,368 | |||||
Pacven Walden Ventures VI, L.P.
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89,056 | US$ | 6,494,685 | |||||
Pacven Walden Ventures Parallel VI, L.P.
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6,934 | US$ | 505,683 | |||||
Sequoia Capital China Growth Fund I, L.P.
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75,420 | US$ | 5,500,237 | |||||
PreIPO Capital Partners Limited
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27,420 | US$ | 1,999,688 | |||||
TOTAL
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329,100 | US$ | 24,000,637 |
1. | DEFINITIONS AND INTERPRETATION | |
1.1. | In this Memorandum of Association and the attached Articles of Association, if not inconsistent with the subject or context: |
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(a) | a resolution approved at a duly convened and constituted meeting of directors of the Company or of a committee of directors of the Company by the affirmative vote of a majority of the directors present at the meeting who voted except that where a director is given more than one vote, he shall be counted by the number of votes he casts for the purpose of establishing a majority; or | ||
(b) | a resolution consented to in writing by all directors of by all members of a committee of directors of the Company, as the case may be; |
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(a) | Unless otherwise provided by the Memorandum or the Articles, a resolution approved at a duly convened and constituted meeting of the Shareholders of the Company by the affirmative vote of (i) a majority of the votes of the shares entitled to vote thereon which were present at the meeting and were voted and not abstained, or (ii) a majority of the votes of each class or series of shares which were present at the meeting and entitled to vote thereon as a class or series and were voted and not abstained and of a simple majority of the votes of the remaining shares entitled to vote thereon which were present at the meeting and were voted and not abstained; or | ||
(b) | a resolution consented to in writing by (i) an absolute majority of the votes of shares entitled to vote thereon, or (ii) an absolute majority of the votes of each class or series of shares entitled to vote thereon as a class or series and of an absolute majority of the votes of the remaining shares entitled to vote thereon; |
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1.2. | In the Memorandum and the Articles, unless the context otherwise requires a reference to: |
(a) | a "Regulation" is a reference to a regulation of the Articles; | ||
(b) | a "Clause" is a reference to a clause of the Memorandum; | ||
(c) | voting by Shareholders is a reference to the casting of the votes attached to the Shares held by the Shareholder voting; | ||
(d) | the Act, the Memorandum or the Articles is a reference to the Act or those documents as amended or; in the case of the Act, any re-enactment thereof; and | ||
(e) | the singular includes the plural and vice versa. |
1.3. | Any words or expressions defined in the Act unless the context otherwise requires bear the same meaning in the Memorandum and the Articles unless otherwise defined herein. | |
1.4. | Headings are inserted for convenience only and shall be disregarded in interpreting the Memorandum and the Articles. | |
2. | NAME |
3. | STATUS |
4. | REGISTERED OFFICE AND REGISTERED AGENT | |
4.1. | The registered office of the Company is at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands, the office of the first registered agent. | |
4.2. | The registered agent of the Company is Offshore Incorporations Limited of P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands. | |
4.3. | The Company may by Resolution of Shareholders or by Resolution of Directors change the location of its registered office or change its registered agent. | |
4.4. | Any change of registered office or registered agent will take effect on the registration by the Registrar of a notice of the change filed by the existing registered agent or a legal practitioner in the British Virgin Islands acting on behalf of the Company. | |
5. | CAPACITY AND POWERS | |
5.1. | Subject to the Act and any other British Virgin Islands legislation, the Company has, irrespective of corporate benefit: |
(a) | full capacity to carry on or undertake any business or activity, do any act or enter into any transaction; and | ||
(b) | for the purposes of paragraph (a) full rights, powers, and privileges, |
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5.2. | For the purposes of section 9(4) of the Act, there are no limitations on the business that the Company may carry on. | |
6. | NUMBER AND CLASSES OF SHARES | |
6.1. | Shares in the company shall be issued in the currency of the United States of America. | |
6.2. | The Company is authorised to issue a maximum of 50,624,870 shares divided into 50,000,000 Ordinary Shares with a par value of US$0.001 each, 215,060 Series A Shares with a par value of US$0.001 each, 80,710 Series A1 Shares with a par value of US$0.001 each, and 329,100 Series B Shares with a par value of US$0.001 each. | |
6.3. | The Company may issue fractional Shares and a fractional Share shall have the corresponding fractional rights, obligations and liabilities of a whole Share of the same class or series of Shares. | |
6.4. | Shares may be issued in one or more series of Shares as the directors may by Resolution of Directors determine from time to time. | |
7. | RIGHTS OF SHARES | |
7.1. | Each Ordinary Share in the Company confers upon the Shareholder: |
(a) | the right to one vote at a meeting of the Shareholders of the Company or on any Resolution of Shareholders; | ||
(b) | subject to the rights of the Preferred Shares, the right to an equal share in any dividend paid by the Company; and | ||
(c) | subject to the rights of the Preferred Shares, the right to an equal share in the distribution of the surplus assets of the Company on its liquidation. |
7.2. | The Company may by Resolution of Directors redeem, purchase or otherwise acquire all or any of the Shares in the Company subject to Regulation 3 of the Articles. | |
7.3. | The Preferred Shares shall have the following rights:- |
(a) | Dividends. The holders of the Preferred Shares shall be entitled to receive out of any funds legally available therefor, if and when declared by the Board of Directors of the Company (the "Board"), dividends at the rate or in the amount as the Board considers appropriate in preference to any dividend on any other class or series of shares of the Company; provided that no dividend shall be paid on any other class or series of shares of the Company unless and until a dividend in like amount is first paid in full on the Series B Shares (on an as-converted basis). Holders of the Preferred Shares shall also be entitled to receive any non-cash dividends declared by the Board on an as-converted basis. | ||
(b) | liquidation Preference. |
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(A) | the holders of Series B Shares shall receive an amount equal to the applicable Series B Preference Amount that would be payable to such holders pursuant to paragraph 7.3(b)(1) in the circumstances set forth therein. If the value of the assets of the company is less than the Series B Preference Amount, then the remaining assets of the Company shall be distributed pro rata amongst the holders of all outstanding Series B Shares; | ||
(B) | after payment in accordance with paragraph 7.3(b)(1)(A) above, the holders of Series A-1 Shares shall receive an amount equal to the applicable Series A-1 Preference Amount that would be payable to such holders pursuant to paragraph 7.3(b)(1) in the circumstances set forth therein. If the value of the assets of the Company is less than the Series A-1 Preference Amount, then the remaining assets of the Company shall be distributed pro rata amongst the holders of all outstanding Series A-1 Shares; | ||
(C) | after payment in accordance with paragraphs 7.3(b)(1)(A) and 7.3(b)(1)(B) above, the holders of Series A Shares shall receive an amount equal to the applicable Series A Preference Amount that would be payable to such holders pursuant to paragraph 7.3(b)(1) in the circumstances set forth therein. If the value of the assets of the Company is less than the Series A Preference Amount, then the remaining assets of the Company shall be distributed pro rata amongst the holders of all outstanding Series A Shares; | ||
(D) | the remainder (after payment in accordance with paragraphs 7.3(b)(1)(A), 7.3(b)(1)(B) and 7.3(b)(1)(C) above), if any, shall be distributed to the holders of Preferred Shares and Ordinary Shares, on a pro rata basis, based on the number of Ordinary Shares then held by each holder on an as-converted basis. |
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(A) | to the holders of Series B Shares, an amount equal to the applicable Series B Preference Amount that would be payable to such holders pursuant to paragraph 7.3(b)(1) in the circumstances set forth therein (collectively, the "Series B Compulsory Payment Preference"). If the value of the Compulsory Payment is less than the Series B Compulsory Payment Preference, then the Compulsory Payment shall be distributed pro rata amongst the holders of all outstanding Series B Shares; | ||
(B) | after payment in accordance with paragraph 7.3(b)(2)(A) above, to the holders of Series A1 Shares, an amount equal to the applicable Series A1 Preference Amount that would be payable to such holders pursuant to paragraph 7.3(b)(1) in the circumstances set forth therein (collectively, the "Series A1 Compulsory Payment Preference"). After payment in accordance with paragraph 7.3(b)(2)(A) above, if the remaining value of the Compulsory Payment is less than the Series A1 Compulsory Payment Preference, then the remaining Compulsory Payment shall be distributed pro rata amongst the holders of all outstanding Series A1 Shares; | ||
(C) | after payment in accordance with paragraphs 7.3(b)(2)(A) and 7.3(b)(2)(B) above, to the holders of Series A Shares, an amount equal to the applicable Series A Preference Amount that would be payable to such holders pursuant to paragraph 7.3(b)(1) in the circumstances set forth therein (collectively, the "Series A Compulsory Payment Preference"). After payment in accordance with paragraphs 7.3(b)(2)(A) and 7.3(b)(2)(B) above, if the remaining value of the Compulsory Payment is less than the Series A Compulsory Payment Preference, then the remaining Compulsory Payment shall be distributed pro rata amongst the holders of all outstanding Series A Shares; | ||
(D) | the remainder (after payment in accordance with paragraphs 7.3(b)(2)(A), 7.3(b)(2)(B) and 7.3(b)(2)(C) above), if any, to the holders of Preferred Shares and Ordinary Shares on a pro rata basis, based on the number of Ordinary Shares then held by each holder on an as-converted basis. |
(i) | If traded on a securities exchange, the value shall be deemed to be the average of the security's closing prices on such exchange over the thirty (30) day ending one (1) day prior to the distribution; | ||
(ii) | If actively traded over-the-counter, the value shall be deemed to be the average of the closing bid prices over the thirty (30) day period ending three (3) days prior to the distribution; and | ||
(iii) | If there is no active public market, the value shall be the fair market value thereof as determined in good faith by the liquidator (or, in the case of any |
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proposed distribution in connection with a transaction which is a deemed liquidation hereunder, by the Board). |
(c) | Conversion Rights. Unless converted earlier pursuant to paragraph 7.3(d) below, each holder of Preferred Shares shall have the right, at such holder's sole discretion, to convert all or any portion of the Preferred Shares into Ordinary Shares at any time. The conversion rate for the Series A Shares shall be determined by dividing the Series A1 Issue Price for each of the Series A Shares by its conversion price provided that in the event of any share splits, share combinations, share dividends, recapitalisations and similar events, the initial Series A Conversion Price shall be adjusted accordingly. The conversion rate for the Series A1 Shares shall be determined by dividing the Series A1 Issue Price for each of the Series A1 Shares by its conversion price provided that in the event of any share splits, share combinations, share dividends, recapitalisations and similar events, the initial Series A1 Conversion Price shall be adjusted accordingly. The conversion rate for the Series B Shares shall be determined by dividing the Series B Issue Price for each of the Series B Shares by its conversion price provided that in the event of any share splits, share combinations, share dividends, recapitalisations and similar events, the initial Series B Conversion Price shall be adjusted accordingly. |
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(d) | Automatic Conversion. The Series A Shares and Series A1 Shares would automatically be converted into Ordinary Shares, at the then applicable conversion price, upon (i) the date specified by written consent or agreement of the holders of at least 50% of the Series A Shares and Series A1 Shares then outstanding, or (ii) the closing of an underwritten public offering of the Ordinary Shares of the Company in the United States, that has been registered under the Securities Act of 1933, as amended (the "Securities Act"), with gross proceeds to the Company in excess of US$70,000,000 (prior to underwriters' discounts and commissions) and a pre-public offering market capitalization of at least US$300,000,000, or in a similar public offering of the Ordinary Shares of the Company in another jurisdiction which results in the Ordinary Shares trading publicly on a recognized regional or national securities exchange; provided that such offering satisfies the foregoing gross proceeds and pre-public offering market capitalization requirements (a "Qualified Public Offering"). The Series B Shares would automatically be converted into Ordinary Shares, at the then applicable conversion price upon the closing of a Qualified Public Offering. In the event of the automatic conversion of the Preferred Shares upon a Qualified Public Offering as aforesaid, the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such Qualified Public Offering. | ||
(e) | Mechanics of Conversion. No fractional Ordinary Share shall be issued upon conversion of the Preferred Shares. In lieu of any fractional shares to which the holder would otherwise be entitled, the Company shall pay cash equal to such fraction multiplied by the then effective respective Series A Conversion Price, Series A1 Conversion Price, or Series B Conversion Price, as the case may be. Before any holder of Preferred Shares shall be entitled to convert the same into full Ordinary Shares and to receive certificates therefor, he shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Company or of any transfer agent for the Preferred Shares and shall give written notice to the Company at such office that he elects to convert the same. The Company shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Preferred Shares a certificate or certificates for the number of Ordinary Shares to which he shall be entitled as aforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional Ordinary Shares. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares to be converted, and the person or persons entitled to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares on such date. The directors may effect conversion in any matter permitted by law including, without prejudice to the generality of the foregoing, repurchasing or redeeming the relevant Preferred Shares and applying the proceeds towards the issue of the relevant number of new Ordinary Shares. |
(f) | Adjustments to Series A Conversion Price, Series A1 Conversion Price and Series B Conversion Price. |
(1) | Special Definitions. For purposes of this paragraph 7.3(f), the following definitions shall apply: |
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(i) | "Options" mean rights, options or warrants to subscribe for, purchase or otherwise acquire either Ordinary Shares or Convertible Securities. | ||
(ii) | "Convertible Securities" shall mean any evidences of indebtedness, shares (other than the Preferred Shares and Ordinary Shares) or other securities directly or indirectly convertible into or exchangeable for Ordinary Shares. | ||
(iii) | "Additional Ordinary Shares" shall mean all Ordinary Shares (including reissued shares) issued (or, pursuant to paragraph 7.3(f)(3), deemed to be issued) by the Company after the Series B Original Issue Date, other than: |
(A) | Ordinary Shares issued upon conversion of the Preferred Shares authorized herein; | ||
(B) | 66,580 Ordinary Shares reserved for issuance upon the exercise of the option currently held by Winsome Group Limited on behalf of Ma Shing Yung, Lui Ming Ho, Ma Wen Lie, Wong Lo Yin, Li Jin and other officers, employees and advisors of the Company, and up to 151,430 Ordinary Shares (and/or options or warrants therefor) reserved for issuance pursuant to employee equity incentive plans approved by the Compensation Committee (as defined in the Articles), and any other Ordinary Shares held by officers, directors, employees, and consultants which are repurchased at cost subsequent to the Series B Original Issue Date; | ||
(C) | as a dividend or distribution on Preferred Shares or any event for which adjustment is made pursuant to paragraph 7.3(f)(7) or 7.3(f)(8) hereof; | ||
(D) | any securities issued pursuant to the acquisition of another corporation or entity by the Company by consolidation, merger, purchase of assets, or other reorganization in which the Company acquires, in a single transaction or series of related transactions, all or substantially all assets of such other corporation or entity, or 50% or more of the equity ownership or voting power of such other corporation or entity; and | ||
(E) | pursuant to a Qualified Public Offering. |
(2) | No Adjustment to Series A Conversion Price, Series A1 Conversion Price, and Series B Conversion Price. No adjustment in the Series A Conversion Price, Series A1 Conversion Price, or Series B Conversion Price shall be made in respect of the issuance of Additional Ordinary Shares unless the consideration per share for an Additional Ordinary Share issued or deemed to be issued by the Company is less than the Series A Conversion Price, Series A1 Conversion Price, or Series B Conversion Price, as the case may be, of such series in effect on the date of and immediately prior to such issuance. | ||
(3) | Deemed Issuance of Additional Ordinary Shares. In the event the Company at any time or from time to time after the Series B Original Issue Date shall issue any Options or Convertible Securities or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of such number that would result in an adjustment pursuant to clause (ii) below) of Ordinary Shares issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Ordinary Shares issued as of the time of such issuance or, in case such a record date shall have been fixed, as of the close of business on such record date, provided that Additional Ordinary Shares shall not be deemed to have been issued unless the |
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consideration per share (determined pursuant to paragraph 7.3(f)(5) hereof) of such Additional Ordinary Shares would be less than the Series A Conversion Price, Series A1 Conversion Price, or the Series B Conversion Price, as the case may be, in effect on the date of and immediately prior to such issuance, or such record date, as the case may be, and provided further that in any such case in which Additional Ordinary Shares are deemed to be issued: |
(i) | no further adjustment to the Series A Conversion Price, the Series A1 Conversion Price, or the Series B Conversion Price, shall be made upon the subsequent issuance of Convertible Securities or Ordinary Shares upon the exercise of such options or conversion or exchange of such Convertible Securities; | ||
(ii) | if such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any increase or decrease in the consideration payable to the Company, or increase or decrease in the number of Ordinary Shares issuable, upon the exercise, conversion or exchange thereof, the Series A Conversion Price, the Series A1 Conversion Price, or the Series B Conversion Price computed upon the original issuance thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon any such increase or decrease becoming effective be recomputed to reflect such increase or decrease insofar as it affects such Options or the rights of conversion or exchange under such Convertible Securities; | ||
(iii) | upon the expiration of any such Options or any rights of conversion or exchange under such Convertible Securities which shall not have been exercised, the Series A Conversion Price, the Series A1 Conversion Price, or the Series B Conversion Price, computed upon the original issuance thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon such expiration be recomputed as if: |
(A) | in the case of Convertible Securities or Options for Ordinary Shares, the only Additional Ordinary Shares issued were Ordinary Shares, if any, actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities and the consideration received therefor was the consideration actually received by the Company for the issuance of all such Options, whether or not exercised, plus the consideration actually received by the Company upon such exercise, or for the issuance of all such Convertible Securities which were actually converted or exchanged, plus the additional consideration, if any, actually received by the Company upon such conversion or exchange, and | ||
(B) | in the case of Options for Convertible Securities, only the Convertible Securities, if any, actually issued upon the exercise thereof were issued at the time of issuance of such Options, and the consideration received by the Company for the Additional Ordinary Shares deemed to have been then issued was the consideration actually received by the Company for the issuance of all such Options, whether or not exercised, plus the consideration deemed to have been received by the Company upon the issuance of the Convertible Securities with respect to which such Options were actually exercised; |
(i) | no readjustment pursuant to clause (ii) or (iii) above shall have the effect of increasing the Series A Conversion Price, the Series A1 Conversion Price, or the Series B Conversion Price, to an amount which exceeds the lower of (i) the Series A Conversion Price, the Series A1 Conversion Price, or the Series B Conversion Price, as the case may be, on the original adjustment date, or |
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(ii) the Series A Conversion Price, the Series A1 Conversion Price, or the Series B Conversion Price, as the case may be, that would have resulted from any issuance of Additional Ordinary Shares between the original adjustment date and such readjustment date; and |
(ii) | in the case of any Options which expire by their terms not more than 30 days after the date of issuance thereof, no adjustment of the Series A Conversion Price, the Series A1 Conversion Price, or the Series B Conversion Price, shall be made until the expiration or exercise of all such Options, whereupon such adjustment shall be made in the manner provided in clause (iii) above. |
(4) | Issuance of Additional Ordinary Shares below Series A Conversion Price, the Series A1 Conversion Price, or the Series B Conversion Price. In the event that the Company shall issue any Additional Ordinary Shares (including those deemed to be issued pursuant to paragraph 7.3(f)(3)) at a subscription price per Ordinary Share (on an as-converted basis) less than the Series A Conversion Price, the Series A1 Conversion Price, or the Series B Conversion Price (as adjusted from time to time) in effect on the date of and immediately prior to such issuance, the Series A Conversion Price, the Series A1 Conversion Price, of the Series B Conversion Price, as the case may be, shall be reduced, concurrently with such issuance, to a price (calculated to the nearest one hundredth of a cent) to be determined as set forth below. The mathematical formula for determining the adjusted Series A Conversion Price, the Series A1 Conversion Price, or the Series B Conversion Price, as the case may be, is as follows and is subject to the more detailed textual description set forth thereafter: |
(i) | the numerator of which shall be the number of Ordinary Shares outstanding immediately prior to such issuance plus the number of Ordinary Shares which the aggregate consideration received by the Company for the total number of Additional Ordinary Shares would purchase at the old Series A Conversion Price, the old Series A1 Conversion Price, or the old Series B Conversion Price, as the case may be; and | ||
(ii) | the denominator of which shall be the number of Ordinary Shares outstanding immediately prior to such issuance plus the number of such Additional Ordinary Shares so issued; |
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(5) | One-time Adjustment of Series A Shares based on 2006 Accounts. Upon the delivery by the Company to the holders of Series A Shares of the Company's audited consolidated financial statements for the fiscal year commencing from April 1, 2006 and ending on March 31, 2007 (the "2006 Accounts") prepared by a "Big 4" accounting firm in accordance with the United States generally accepted accounting principles, |
(i) | if the Net income of the Company as reflected in the 2006 Accounts is less than US$5,000,000, then the number of Series A Shares then in issue shall be increased as of April 1, 2007 to a number obtained by dividing the number of Series A Shares in issue immediately before such adjustment by a factor of 0.8192; or | ||
(ii) | if the Net Income of the Company as reflected in the 2006 Accounts is more than US$5,500,000, then the number of Series A Shares then in issue shall be reduced as of April 1, 2007 to a number obtained by dividing the number of Series A Shares in issue immediately before such adjustment by a factor of 1.0753. |
(6) | Determination of Consideration. For purposes of this paragraph 7.3(f), the consideration received by the Company for the issuance of any Additional Ordinary Shares shall be computed as follows: |
(i) | Cash and Property. Except as provided in clause (ii) below, such consideration shall: |
(A) | insofar as it consists of cash, be computed at the aggregate amount of cash received by the Company excluding amounts paid or payable for accrued interest for accrued dividends; | ||
(B) | insofar as it consists of property other than cash, be computed at the fair value thereof at the time of such issuance, as determined in good |
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faith by the Board; provided, however, that no value shall be attributed to any services performed by any employee, officer or director of the Company; and |
(C) | in the event Additional Ordinary Shares are issued together with other shares or securities or other assets of the Company for consideration which covers both, be the proportion of such consideration so received with respect to such Additional Ordinary Shares, computed as provided in clauses (A) and (B) above, as determined in good faith by the Board. |
(ii) | Options and Convertible Securities. The consideration per share received by the Company for Additional Ordinary Shares deemed to have been issued pursuant to paragraph 7.3(f)(3), relating to Options and Convertible Securities, shall be determined by dividing |
(A) | the total amount, if any, received or receivable by the Company as consideration for the issuance of such Options or Convertible Securities, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Company upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities by | ||
(B) | the maximum number of Ordinary Shares (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or the conversion exchange of such Convertible Securities. |
(7) | Adjustments for Share Dividends, Subdivisions, Combinations or Consolidations of Ordinary Shares. In the event the outstanding Ordinary Shares shall be subdivided (by share dividend, share split, or otherwise), into a greater number of Ordinary Shares, the Series A Conversion Price, the Series A1 Conversion Price, or the Series B Conversion Price, then in effect shall, concurrently with the effectiveness of such subdivision, be proportionately decreased. In the event the outstanding Ordinary Shares shall be combined or consolidated, by reclassification or otherwise, into a lesser number of ordinary shares the Series A Conversion Price, the Series A1 Conversion Price, or the Series B Conversion Price, then in effect shall, concurrently with the effectiveness of such combination or consolidation, be proportionately increased. | ||
(8) | Adjustments for Other Distributions. In the event the Company at any time or from time to time makes, or files a record date for the determination of holders of Ordinary Shares entitled to receive any distribution payable in securities or assets of the Company other than Ordinary Shares, then and in each such event provision shall be made so that the holders of Series A Shares, Series A1 Shares and Series B Shares shall receive upon conversion thereof, in addition to the number of Ordinary Shares receivable thereupon, the amount of securities or assets of the Company which they would have received had their Series A Shares, Series A1 Shares or Series B Shares been converted into Ordinary Shares on the date of such event and had they thereafter, during the period from the date of such event to and including the date of conversion, retained such securities or assets receivable by them as aforesaid during such period, subject to all other adjustment called for during such period under this paragraph 7.3(f) with respect to the rights of the holders of the Series A Shares, Series A1 Shares and Series B Shares. |
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(9) | Adjustments for Reclassification, Exchange and Substitution. If the Ordinary Shares issuable upon conversion of the Series A Shares, the Series A1 Shares and Series B Shares shall be changed into the same or a different number of shares of any other class or classes of shares, whether by capital reorganization, reclassification or otherwise (other than a subdivision or combination of shares provided for above), then and in each such event the holder of each share of Series A Shares, Series A1 Shares or Series B Shares shall have the right thereafter to convert such share into the kind and amount of shares and other securities and property receivable upon such reorganization or reclassification or other change by holders of the number of Ordinary Shares that would have been subject to receipt by the holders upon conversion of the Series A Shares, Series A1 Shares or Series B Shares immediately before that change, all subject to further adjustment as provided herein. | ||
(10) | No Impairment. The Company will not, by the amendment of its Memorandum and the Articles of Association or through any reorganization, transfer of assets, consolidation, merger, dissolution issuance or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company but will at all times in good faith assist in the carrying out of all the provisions of paragraph 7.3(f) and in the taking of all such action as may be necessary or appropriate in order to protect the Conversion Rights of the holders of the Series A Shares, the Series A1 Shares and the Series B Shares against impairment. | ||
(11) | Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Series A Conversion Price, the Series A1 Conversion Price, or the Series B Conversion Price pursuant to paragraph 7.3(f), the Company at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to each holder of Series A Shares, Series A1 Shares or Series B Shares a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, upon the written request at any time of any holder of Series A Shares, Series A1 Shares, or Series B Shares, furnish or cause to be furnished to such holder a like certificate setting forth (i) such adjustments and readjustments, (ii) the Series A Conversion Price, the Series A1 Conversion Price, or the Series B Shares, as the case may be, at the time in effect, and (iii) the number of ordinary shares and the amount, if any, of other property which at the time would be received upon the conversion of Series A Shares, Series A1 Shares or Series B Shares. | ||
(12) | Miscellaneous. |
(i) | All calculations under this paragraph 7.3(f) shall be made to the nearest one hundredth (1/100) of a cent or to the nearest one hundredth (1/100) of a share, as the case may be. | ||
(ii) | The holders of at least a majority of the outstanding Series A Shares, Series A1 Shares or Series B Shares shall have the right to challenge any determination by the Board of fair value pursuant to this paragraph 7.3(f), in which case such determination of fair value shall be made by an independent appraiser selected jointly by the Board and the challenging parties, the cost of such appraisal to be borne equally by the Company and the challenging holders of Series A Shares, Series A1 Shares or Series B Shares, as the case may be. | ||
(iii) | No adjustment in the Series A Conversion Price, the Series A1 Conversion Price or the Series B Conversion Price need be made if such adjustment would result in a change in such Series A Conversion Price, the Series A1 Conversion Price, or the Series B Conversion Price of less than US$0.001. Any adjustment of less than US$0.001 which is not made shall be carried |
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forward and shall be made at the time of and together with any subsequent adjustment which, on a cumulative basis, amounts to an adjustment of US$0.001 or more in such Series A Conversion Price, the Series A1 Conversion Price or the Series B Conversion Price. |
(g) | Voting Rights. Each Preferred Share shall carry a number of votes equal to the number of Ordinary Shares then issuable upon its conversion into Ordinary Shares at the record date for determination of the Shareholders entitled to vote on such matters, or, if no such record date is established, at the date such vote is taken or any written consent of Shareholders is solicited. The Preferred Shares shall generally vote together with the Ordinary Shares and not as a separate class, except as provided in paragraph (h) below or as expressly provided in this Memorandum and in the Articles of Association. | ||
(h) | Protective Provisions. |
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8. | VARIATION OF RIGHTS |
9. | RIGHTS NOT VARIED BY THE ISSUE OF SHARES PARI PASSU |
10. | REGISTERED SHARES |
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10.1. | The Company shall issue Registered Shares only. | |
10.2. | The Company is not authorised to issue Bearer Shares, convert Registered Shares to Bearer Shares or exchange Registered Shares for Bearer Shares. | |
11. | TRANSFER OF SHARES | |
11.1. | Subject to Clause 13, the Company shall, on receipt of an instrument of transfer complying with Sub-Regulation 6.1 of the Articles, enter the name of the transferee of a Share in the register of members unless the directors resolve to refuse or delay the registration of the transfer for reasons that shall be specified in a Resolution of Directors. | |
11.2. | The directors may not resolve to refuse or delay the transfer of a Share unless the Shareholder has failed to pay an amount due in respect of the Share. | |
12. | AMENDMENT OF THE MEMORANDUM AND THE ARTICLES | |
12.1. | Subject to Clauses 7.3(h) and 8, the Company may amend the Memorandum or the Articles by Resolution of Shareholders or by Resolution of Directors, save that no amendment may be made by Resolution of Directors: |
(a) | to restrict the rights or powers of the Shareholders to amend the Memorandum or the Articles; | ||
(b) | to change the percentage of Shareholders required to pass a Resolution of Shareholders to amend the Memorandum or the Articles; | ||
(c) | in circumstances where the Memorandum or the Articles cannot be amended by the Shareholders; or | ||
(d) | to Clauses 7, 8, 9 or this Clause 12. |
12.2. | Any amendment of the Memorandum or the Articles will take effect on the registration by the Registrar of a notice of amendment, or restated Memorandum and Articles, filed by the registered agent. | |
13. | PRIVATE COMPANY |
(a) | any invitation to the public to subscribe for any Shares or debentures of the Company is prohibited; | ||
(b) | the number of the Shareholders of the Company (not including persons who are in the employment of the Company, and persons who, having been formerly in the employment of the Company, were, while in such employment, and have continued after the determination of such employment to be, Shareholders of the Company) shall be limited to fifty PROVIDED that where two (2) or more persons hold one or more Shares in the Company jointly they shall, for the purposes of this Clause 13, be treated as a single Shareholder; | ||
(c) | the right to transfer the Shares of the Company shall be restricted in manner herein prescribed; and | ||
(d) | the Company shall not have power to issue Share Warrants to Bearer. |
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1. | REGISTERED SHARES | |
1.1. | Every Shareholder is entitled to a certificate signed by a director or officer of the Company, or any other person authorised by Resolution of Directors, or under the Seal specifying the number of Shares held by him and the signature of the director, officer or authorised person and the Seal may be facsimiles. | |
1.2. | Any Shareholder receiving a certificate shall indemnify and hold the Company and its directors and officers harmless from any loss or liability which it or they may incur by reason of any wrongful or fraudulent use or representation made by any person by virtue of the possession thereof. If a certificate for Shares is worn out or lost it may be renewed on production of the worn out certificate or on satisfactory proof of its loss together with such indemnity as may be required by Resolution of Directors. | |
1.3. | If several Eligible Persons are registered as joint holders of any Shares, any one of such Eligible Persons may give an effectual receipt for any Distribution. | |
2. | SHARES | |
2.1. | Shares and other Securities may be issued at such times, to such Eligible Persons, for such consideration and on such terms as the directors may by Resolution of Directors determine. | |
2.2. | Section 46 of the Act (Pre-emptive rights) does not apply to the Company. | |
2.3. | A Share may be issued for consideration in any form, including money, a promissory note, or other written obligation to contribute money or property, real property, personal property (including goodwill and know-how), services rendered or a contract for future services. | |
2.4. | The consideration for a Share with par value shall not be less than the par value of the Share. If a Share with par value is issued for consideration less than the par value, the person to whom the Share is issued is liable to pay to the Company an amount equal to the difference between the issue price and the par value. | |
2.5. | No Shares may be issued for a consideration other than money, unless a Resolution of Directors has been passed stating: |
(a) | the amount to be credited for the issue of the Shares; |
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(b) | the determination of the directors of the reasonable present cash value of the non-money consideration for the issue; and | ||
(c) | that, in the opinion of the directors, the present cash value of the non-money consideration for the issue is not less than the amount to be credited for the issue of the Shares. |
2.6. | The consideration paid for any Share, whether a par value Share or a no par value Share, shall not be treated as a liability or debt of the Company for the purposes of |
(a) | the solvency test in Regulations 3 and 18; and | ||
(b) | sections 197 and 209 of the Act, |
2.7. | The Company shall keep a register (the "register of members") containing: |
(a) | the names and addresses of the Eligible Persons who hold Shares; | ||
(b) | the number of each class and series of Shares held by each Shareholder; | ||
(c) | the date on which the name of each Shareholder was entered in the register of members; and | ||
(d) | the date on which any Eligible Person ceased to be a Shareholder. |
2.8. | The register of members may be in any such form as the directors may approve, but if it is in magnetic, electronic or other data storage form, the Company must be able to produce legible evidence of its contents. Until the directors otherwise determine, the magnetic, electronic or other data storage form shall be the original register of members. | |
2.9. | A Share is deemed to be issued when the name of the Shareholder is entered in the register of members | |
3. | REDEMPTION OF SHARES AND TREASURY SHARES | |
3.1. | Subject to receipt of all approvals required under the Memorandum or elsewhere in the Articles, the Company may purchase, redeem or otherwise acquire and hold its own Shares save that the Company may not purchase, redeem or otherwise acquire its own Shares without the consent of Shareholders whose Shares are to be purchased, redeemed or otherwise acquired unless the Company is permitted by the Act or any other provision in the Memorandum or Articles to purchase, redeem or otherwise acquire the Shares without their consent. | |
3.2. | The Company may only offer to purchase, redeem or otherwise acquire Shares if the Resolution of Directors authorising the purchase, redemption or other acquisition contains a statement that the directors are satisfied, on reasonable grounds, that immediately after the acquisition the value of the Company's assets will exceed its liabilities and the Company will be able to pay its debts as they fall due. | |
3.3. | Sections 60 (Process for acquisition of own Shares), 61 (Offer to one or more shareholders) and 62 (Shares redeemed otherwise than at the option of company) of the Act shall not apply to the Company. | |
3.4. | Shares that the Company purchases, redeems or otherwise acquires pursuant to this Regulation may be cancelled or held as Treasury Shares except to the extent that such Shares are in excess of 50% of the issued Shares in which case they shall be cancelled but they shall be available for reissue. |
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3.5. | All rights and obligations attaching to a Treasury Share are suspended and shall not be exercised by the Company while it holds the Share as a Treasury Share. | |
3.6. | Treasury Shares may be transferred by the Company on such terms and conditions (not otherwise inconsistent with the Memorandum and the Articles) as the Company may by Resolution of Directors determine. | |
3.7. | Where Shares are held by another body corporate of which the Company holds, directly or indirectly, Shares haying more than 50% of the votes in the election of directors of the other body corporate, all rights and obligations attaching to the Shares held by the other body corporate are suspended and shall not be exercised by the other body corporate. | |
4. | MORTGAGES AND CHARGES OF SHARES | |
4.1. | Subject to the Company and the Shareholders' contractual obligations in connection with restrictions on the transfer of shares, Shareholders may mortgage or charge their Shares. | |
4.2. | There shall be entered in the register of members at the written request of the Shareholder: |
(a) | a statement that the Shares held by him are mortgaged or charged; | ||
(b) | the name of the mortgagee or chargee; and | ||
(c) | the date on which the particulars specified in subparagraphs (a) and (b) are entered in the register of members. |
4.3. | Where particulars of a mortgage or charge are entered in the register of members, such particulars may be cancelled: |
(a) | with the written consent of the named mortgagee or chargee or anyone authorised to act on his behalf; or | ||
(b) | upon evidence satisfactory to the directors of the discharge of the liability secured by the mortgage or charge and the issue of such indemnities as the directors shall consider necessary or desirable. |
4.4. | Whilst particulars of a mortgage or charge over Shares are entered in the register of members pursuant to this Regulation: |
(a) | no transfer of any Share the subject of those particulars shall be effected; | ||
(b) | the Company may not purchase, redeem or otherwise acquire any such Share; and | ||
(c) | no replacement certificate shall be issued in respect of such Shares, |
5. | FORFEITURE | |
5.1. | Shares that are not fully paid on issue are subject to the forfeiture provisions set forth in this Regulation and for this purpose Shares issued for a promissory note, other written obligation to contribute money or property or a contract for future services are deemed to be not fully paid. | |
5.2. | A written notice of call specifying the date for payment to be made shall be served on the Shareholder who defaults in making payment in respect of the Shares. |
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5.3. | the written notice of call referred to in Sub-Regulation 5.2 shall name a further date not earlier than the expiration of 14 days from the date of service of the notice on or before which the payment required by the notice is to be made and shall contain a statement that in the event of non-payment at or before the time named in the notice the Shares, or any of them, in respect of which payment is not made will be liable to be forfeited. | |
5.4. | Where a written notice of call has been issued pursuant to Sub-Regulation 5.3 and the requirements of the notice have not been complied with, the directors may, at any time before tender of payment, forfeit and cancel the Shares to which the notice relates. | |
5.5. | The Company is under no obligation to refund any moneys to the Shareholder whose Shares have been cancelled pursuant to Sub-Regulation 5.4 and that Shareholder shall be discharged from any further obligation to the Company. | |
6. | TRANSFER OF SHARES | |
6.1. | Subject to the Memorandum and the Articles, Shares may be transferred by a written instrument of transfer signed by the transferor and containing the name and address of the transferee, which shall be sent to the Company for registration. | |
6.2. | The transfer of a Share is effective when the name of the transferee is entered on the register of members. | |
6.3. | If the directors of the Company are satisfied that an instrument of transfer relating to Shares has been signed but that the instrument has been lost or destroyed, they may resolve by Resolution of Directors: |
(a) | to accept such evidence of the transfer of Shares as they consider appropriate; and | ||
(b) | that the transferee's name should be entered in the register of members notwithstanding the absence of the instrument of transfer. |
6.4. | If a director refuses to register a transfer they shall notify the transferee within sixty (60) days of such refusal, | |
6.5. | Subject to the Memorandum, the personal representative of a deceased Shareholder may transfer a Share even though the personal representative is not a Shareholder at the time of the transfer. | |
7. | MEETINGS AND CONSENTS OF SHAREHOLDERS | |
7.1. | Any director of the Company may convene meetings of the Shareholders at such times and in such manner and places within or outside the British Virgin Islands as the director considers necessary or desirable. | |
7.2. | Upon the written request of Shareholders entitled to exercise 20% or more of the voting rights in respect of the matter for which the meeting is requested the directors shall convene a meeting of Shareholders. | |
7.3. | The director convening a meeting shall give not less than seven (7) days' notice of a meeting of Shareholders to: |
(a) | those Shareholders whose names on the date the notice is given appear as Shareholders in the register of members of the Company and are entitled to vote at the meeting; and | ||
(b) | the other directors. |
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7.4. | The director convening a meeting of Shareholders may fix as the record date for determining those Shareholders that are entitled to vote at the meeting the date notice is given of the meeting, or such other date as may be specified in the notice, being a date not earlier than the date of the notice. | |
7.5. | A meeting of Shareholders held in contravention of the requirement to give notice is valid if Shareholders holding at least 90% of the total voting rights on all the matters to be considered at the meeting have waived notice of the meeting and, for this purpose, the presence of a Shareholder at the meeting shall constitute waiver in relation to all the Shares which that Shareholder holds. | |
7.6. | The inadvertent failure of a director who convenes a meeting to give notice of a meeting to a Shareholder or another director, or the fact that a Shareholder or another director has not received notice, does not invalidate the meeting. | |
7.7. | A Shareholder may be represented at a meeting of Shareholders by a proxy who may speak and vote on behalf of the Shareholder. | |
7.8. | The instrument appointing a proxy shall be produced at the place designated for the meeting before the time for holding the meeting at which the person named in such instrument proposes to vote. The notice of the meeting may specify an alternative or additional place or time at which the proxy shall be presented. | |
7.9. | The instrument appointing a proxy shall be in substantially the following form or such other form as the chairman of the meeting shall accept as properly evidencing the wishes of the Shareholder appointing the proxy. |
7.10. | The following applies where Shares are jointly owned: |
(a) | if two (2) or more persons hold Shares jointly each of them may be present in person or by proxy at a meeting of Shareholders and may speak as a Shareholder; | ||
(b) | if only one (1) of the joint owners is present in person or by proxy he may vote on behalf of all joint owners; and | ||
(c) | if two (2) or more of the joint owners are present in person or by proxy they must vote as one. |
7.11. | A Shareholder shall be deemed to be present at a meeting of Shareholders if he participates by telephone or other electronic means and all shareholders participating in the meeting are able to hear each other. |
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7.12. | A meeting of Shareholders is duly constituted if, at the commencement of the meeting, there are present in person or by proxy (i) not less than a majority of the votes of the Shares entitled to vote on Resolutions of Shareholders to be considered at the meeting, and (ii) holders of not less than a majority of the Preferred Shares (on an as-converted basis). | |
7.13. | If within two (2) hours from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of Shareholders, shall be dissolved; in any other case it shall stand adjourned to the sixth (6th) business day in the Jurisdiction in which the meeting was to have been held at the same time and place or to such other time and place as the directors may determine, and if at the adjourned meeting there are present within one hour from the time appointed for the meeting in person or by proxy not less than two (2) Shareholders entitled to vote on the matters to be considered by the meeting, those present shall constitute a quorum but otherwise the meeting shall be dissolved. | |
7.14. | At every meeting of Shareholders, the Chairman of the Board shall preside as chairman of the meeting. If there is no Chairman of the Board or if the Chairman of the Board is not present at the meeting, the Shareholders present shall choose one of their number to be the chairman. If the Shareholders are unable to choose a chairman for any reason, then the person representing the greatest number of voting Shares present in person or by proxy at the meeting shall preside as chairman failing which the oldest individual Shareholder or representative of a Shareholder present shall take the chair. | |
7.15. | The chairman may, with the consent of the meeting, adjourn any meeting from time to time, and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place; | |
7.16. | At any meeting of the Shareholders the chairman is responsible for deciding in such manner as he considers appropriate whether any resolution proposed has been carried or not and the result of his decision shall be announced to the meeting and recorded in the minutes of the meeting. If the chairman has any doubt as to the outcome of the vote on a proposed resolution, he shall cause a poll to be taken of all votes cast upon such resolution. If the chairman fails to take a poll then any Shareholder present in person or by proxy who disputes the announcement by the chairman of the result of any vote may immediately following such announcement demand that a poll be taken and the chairman shall cause a poll to be taken. If a poll is taken at any meeting, the result shall be announced to the meeting and recorded in the minutes of the meeting. | |
7.17. | Subject to the specific provisions contained in this Regulation for the appointment of representatives of Eligible Persons other than individuals the right of any individual to speak for or represent a Shareholder shall be determined by the law of the jurisdiction where, and by the documents by which, the Eligible Person is constituted or derives its existence. In case of doubt, the directors may in good faith seek legal advice from any qualified person and unless and until a court of competent jurisdiction shall otherwise rule, the directors may rely and act upon such advice without incurring any liability to any Shareholder or the Company. | |
7.18. | Any Eligible Person other than an individual which is a Shareholder may by resolution of its directors or other governing body authorise such individual as it thinks fit to act as its representative at any meeting of Shareholders or of any class of Shareholders, and the individual so authorised shall be entitled to exercise the same rights on behalf of the Shareholder which he represents as that Shareholder could exercise if it were an individual. | |
7.19. | The chairman of any meeting at which a vote is cast by proxy or on behalf of any Eligible Person other than an individual may call for a notarially certified copy of such proxy or authority which shall be produced within 7 days of being so requested or the votes cast by such proxy or on behalf of such Eligible Person shall be disregarded. | |
7.20. | Directors of the Company may attend and speak at any meeting of Shareholders and at any separate meeting of the holders of any class or series of Shares. |
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7.21. | An action that may be taken by the Shareholders at a meeting may also be taken by a resolution consented to in writing, without the need for any notice, but If any Resolution of Shareholders is adopted otherwise than by the unanimous written consent of all Shareholders, a copy of such resolution shall forthwith be sent to all Shareholders not consenting to such resolution. The consent may be in the form of counterparts, each counterpart being signed by one or more Shareholders. If the consent is in one or more counterparts, and the counterparts bear different dates, then the resolution shall take effect on the earliest date upon which Shareholders holding a sufficient number of votes of Shares to constitute a Resolution of Shareholders have consented to the resolution by signed counterparts. | |
8. | DIRECTORS | |
8.1. | The first directors of the Company shall be appointed by the first registered agent within six (6) months of the date of incorporation of the Company; and thereafter, the directors shall be elected by Resolution of Shareholders. The Company shall be managed by a Board of Directors consisting of no more than seven (7) members, which number of members may not be increased without the Investors' prior written consent and shall not be changed except pursuant to an amendment to the Memorandum and Articles. So long as Sequoia Capital China I, L.P. and its affiliates ("Sequoia"), whether individually or in the aggregate, hold or remain beneficially interested in at least 20% of the total number of Series A Shares and Series A1 Shares (in aggregate and on an as-converted basis), Sequoia shall be entitled to exclusively nominate, appoint, remove and replace one (1) director (the "Sequoia Representative"). In addition, the Series B Holders shall be entitled to nominate, appoint, remove and replace two (2) directors; provided that SIG China Investments One, Ltd. and its affiliates ("SIG") shall have the sole and irrevocable right to exercise such rights of nomination, appointment, removal and replacement of one (1) director (the "SIG Representative"), and provided that Pacven Walden Ventures VI, LP, and its affiliates ("Walden") shall have the sole and irrevocable right to exercise such rights of nomination, appointment, removal and replacement of one (1) director (the "Walden Representative", and together with the SIG Representative and Sequoia Representative, the "Investor Representatives" and each an "Investor Representative"), so long as SIG and Walden hold or remain beneficially interested in at least 50% or more of their respective original number of Series B Shares. An Investor Representative shall have the right to appoint alternates or proxies to attend any meeting of the Board. The holders of Ordinary Shares shall be entitled to nominate, appoint, remove and replace the remaining four (4) directors; the Existing Shareholders and the holders of Preferred Shares shall vote all their respective Shares to give effect to any such nomination, appointment, removal or replacement. Upon a Qualified Public Offering, the SIG Representative and Walden Representative shall both resign as directors of the Company. | |
All resolutions of the Board of Directors shall be adopted by a majority of the directors present, except as otherwise provided by law or in the Memorandum of the Articles. | ||
8.2. | No person shall be appointed as a director, or nominated as a reserve director, of the Company unless he has consented in writing to be a director or to be nominated as a reserve director. | |
8.3. | Subject to Sub-Regulation 8.1 the minimum number of directors shall be one and there shall be no maximum number. | |
8.4. | Each director holds office for the term, if any, fixed by the Resolution of Shareholders or the Resolution of Directors appointing him, or until his earlier death, resignation or removal. If no term is fixed on the appointment of a director, the director serves indefinitely until his earlier death, resignation or removal. | |
8.5. | Subject to Article 8.1 above, a director may be removed from office. |
(a) | with or without cause, by Resolution of Shareholders passed at a meeting of Shareholders called for the purposes of removing the director or for purposes including the removal of the director or by a written resolution passed by a least 75% of the Shareholders of the Company entitled to vote; or |
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(b) | with cause, by Resolution of Directors passed at a meeting of directors called for the purpose of removing the director or for purposes including the removal of the director. |
8.6. | A director may resign his office by giving written notice of his resignation to the Company and the resignation has effect from the date the notice is received by the Company or from such later date as may be specified in the notice. A director shall resign forthwith as a director if he is, or becomes, disqualified from acting as a director under the Act. | |
8.7. | The directors may at any time appoint any person to be a director either to fill a vacancy or as an addition to the existing directors. Where the directors appoint a person as director to fill a vacancy, the term shall not exceed the term that remained when the person who has ceased to be a director ceased to hold office. | |
8.8. | A vacancy in relation to directors occurs if a director dies or otherwise ceases to hold office prior to the expiration of his term of office. | |
8.9. | Where the Company only has one Shareholder who is an individual and that Shareholder is also the sole director of the Company, the sole Shareholder/director may, by instrument in writing, nominate a person who is not disqualified from being a director of the Company as a reserve director of the Company to act in the place of the sole director in the event of his death. | |
8.10. | The nomination of a person as a reserve director of the Company ceases to have effect if: |
(a) | before the death of the sole Shareholder/director who nominated him, |
(i) | he resigns as reserve director, or | ||
(ii) | the sole Shareholder/director revokes the nomination In writing; or |
(b) | the sole Shareholder/director who nominated him ceases to be able to be the sole Shareholder/director of the Company for any reason other than his death. |
8.11. | The Company shall keep a register of directors containing: |
(a) | the names and addresses of the persons who are directors of the Company or who have been nominated as reserve directors of the Company; | ||
(b) | the date on which each person whose name is entered in the register was appointed as a director, or nominated as a reserve director, of the Company; | ||
(c) | the date on which each person named as a director ceased to be a director of the Company; | ||
(d) | the date on which the nomination of any person nominated as a reserve director ceased to have effect; and | ||
(e) | such other information as may be prescribed by the Act. |
8.12. | The register of directors may be kept in any such form as the directors may approve, but if it is in magnetic, electronic or other data storage form, the Company must be able to produce legible evidence of its contents. Until a Resolution of Directors determining otherwise is passed, the magnetic, electronic or other data storage shall be the original register of directors. | |
8.13. | Subject to all other approvals required under the Memorandum or the Articles, the Shareholders may, by Resolution of Directors, fix the emoluments of directors with respect to services to be rendered in any capacity to the Company. | |
8.14. | A director is not required to hold a Share as a qualification to office. |
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8.15. | The Board shall establish a compensation committee (the "Compensation Committee") comprising three (3) members to manage certain compensation affairs of the Company, including implementing salary and equity guidelines for the Company, approving compensation packages, severance agreements and employment agreements for all senior managers (including but not limited to the chief executive officer and the chief financial officer) as well as administering the Company's employee equity incentive plans, subject to the Company's contractual obligations and any limitations in the Memorandum and the Articles; provided that, subject to Clause 8.1. (i) holders of Ordinary Shares shall be entitled to appoint one (1) director to sit on the Compensation Committee, (ii) Series A Holders shall be entitled to appoint one (1) director to sit on the Compensation Committee, (iii) subject to Clause 8.16(iv), Series B Holders shall be entitled to appoint one (1) director to sit on the Compensation Committee, and (iv) any allocation of shares under the Company's employee equity incentive plans shall be subject to the Compensation Committee's prior approval. | |
8.16. | The Board shall establish an audit committee of the Board (the "Audit Committee") comprising three (3) members to establish a framework for and monitor financial accountability, and to review and supervise the financial reporting process and internal control procedures of the Company; provided that, subject to Clause 8.1. (i) holders of Ordinary Shares shall be entitled to appoint one (1) director to sit on the Audit Committee, (ii) Series A Holders shall be entitled to appoint one (1) director to sit on the Audit Committee (iii) Series B Holders shall be entitled to appoint one (1) director to sit on the Audit Committee, and (iv) the director appointed by Series B Holders to sit on the Compensation Committee will not be elected to sit on the Audit Committee, and vice versa. | |
8.17. | The company shall bear the reasonable cost associated with a director attending the meetings of the Board, including all reasonable travel and lodging expenses, provided that the prior approval of the Company be obtained before incurrence in excess of US$5,000. | |
8.18. | Each Investor shall have the right to designate an observer to attend all meetings of the Board (whether in person, by telephone or otherwise) in the capacity of a non-voting observer. Such right shall terminate upon a Qualified Public Offering. Any such non-voting observer shall not have the right to vote on matters tabled before the Board. | |
9. | POWERS OF DIRECTORS | |
9.1. | The business and affairs of the Company shall be managed by, or under the direction or supervision of, the directors of the Company. The directors of the Company have all the powers necessary for managing, and for directing and supervising, the business and affairs of the Company. The directors may pay all expenses incurred preliminary to and in connection with the incorporation of the Company and may exercise all such powers of the Company as are not by the Act or by the Memorandum or the Articles required to be exercised by the Shareholders. | |
9.2. | Each director shall exercise his powers for a proper purpose and shall not act or agree to the Company acting in a manner that contravenes the Memorandum, the Articles or the Act. Each director in exercising his powers or performing his duties, shall act honestly and in good faith in what the director believes to be the best interests of the Company. | |
9.3. | If the Company is the wholly owned subsidiary of a holding company, a director of the Company may, when exercising power or performing duties as a director, act in a manner which he believes is in the best interests of the holding company even though it may not be in the best interests of the Company. | |
9.4. | Any director which is a body corporate may appoint any individual as its duly authorised representative for the purpose of representing it at meetings of the directors, with respect to the signing of consents or otherwise. | |
9.5. | The continuing directors may act notwithstanding any vacancy in their body. |
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9.6. | The directors may by Resolution of Directors exercise all the powers of the Company to incur Indebtedness, liabilities or obligations and to secure indebtedness, liabilities or obligations whether of the Company or of any third party. | |
9.7. | All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as shall from time to time be determined by Resolution of Directors. | |
9.8. | For the purposes of Section 175 (Disposition of assets) of the Act, the directors may by Resolution of Directors determine that any sale, transfer, lease, exchange or other disposition is in the usual or regular course of the business carried on by the Company and such determination is, in the absence of fraud, conclusive. | |
10. | PROCEEDINGS OF DIRECTORS | |
10.1. | Any one director (including, without limitation, any one director appointed by the holders of Preferred Shares) of the Company may call a meeting of the directors by sending a written notice to each other director. | |
10.2. | The directors of the Company or any committee thereof may meet at Such times and in such manner and places within or outside the British Virgin Islands as the directors may determine to be necessary or desirable. | |
10.3. | A director is deemed to be present at a meeting of directors if he participates by telephone or other electronic means and all directors participating in the meeting are able to hear each other. | |
10.4. | A director shall be given not less than seven (7) days' notice, of meetings of directors, but a meeting of directors held without seven (7) days' notice having been given to all directors shall be valid if all the directors entitled to vote at the meeting who do not attend waive notice of the meeting, and for this purpose the presence of a director at a meeting shall constitute waiver by that director The inadvertent failure to give notice of a meeting to a director, or the fact that a director has not received the notice, does not invalidate the meeting. | |
10.5. | A director may by a written instrument appoint an alternate who need not be a director and the alternate shall be entitled to attend meetings in the absence of the director who appointed him and to vote in place of the director until the appointment lapses or is terminated. | |
10.6. | A meeting of directors is duly constituted for all purposes if at the commencement of the meeting there are present in person or by alternate not less than three (3) directors, at least one (1) of which shall be a director appointed by Sequoia Capital China I, L.P., and at least one (1) of which shall be a director appointed by holders of Series B Shares. If within two (2) hours from the time appointed for the meeting a quorum is not present, the meeting shall stand adjourned to the sixth (6th) business day at the same time and place, and if at the adjourned meeting there are present within one hour from the time appointed for the meeting in person or by proxy not less than three (3) directors, those present shall constitute a quorum but otherwise the meeting shall be dissolved. | |
10.7. | If the Company has only one director the provisions herein contained for meetings of directors do not apply and such sole director has full power to represent and act for the Company in all matters as are not by the Act, the Memorandum or the Articles required to be exercised by the Shareholders. In lieu of minutes of a meeting the sole director shall record in writing and sign a note or memorandum of all matters requiring a Resolution of Directors. Such a note or memorandum constitutes sufficient evidence of such resolution for all purposes. |
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10.8. | At meetings of directors at which the Chairman of the Board is present, he shall preside as chairman of the meeting. If there is no Chairman of the Board or if the Chairman of the Board is not present, the directors present shall choose one of their number to be chairman of the meeting. | |
10.9. | An action that may be taken by the directors or a committee of directors at a meeting may also be taken by a Resolution of Directors or a resolution of a committee of directors consented to in writing by all directors or by all members of the committee, as the case may be without the need for any notice. The consent may be in the form of counterparts each counterpart being signed by one or more directors. If the consent is in one or more counterparts, and the counterparts bear different dates, then the resolution shall take effect on the date upon which the last director has consented to the resolution by Signed counterparts. | |
11. | COMMITTEES | |
11.1. | The directors may, by Resolution of Directors, designate one or more committees, each consisting of one or more directors, and delegate one or more of their powers, including the power to affix the Seal to the committee. All resolutions of each of the committees of the board of directors shall be adopted by a majority of the members of such committee. | |
11.2. | The directors have no power to delegate to a committee of directors any of the following powers: |
(a) | to amend the Memorandum or the Articles; | ||
(b) | to designate committees of directors; | ||
(c) | to delegate powers to a committee of directors; | ||
(d) | to appoint or remove directors; | ||
(e) | to appoint or remove an agent; | ||
(f) | to approve a plan of merger, consolidation or arrangement; | ||
(g) | to make a declaration of solvency or to approve a liquidation plan; or | ||
(h) | to make a determination that immediately, after a proposed Distribution the value of the Company's assets will exceed its liabilities and the Company will be able to pay its debts as they fall due. |
11.3. | Sub-Regulation 11.2(b) and (c) do not prevent a committee of directors, where authorised by the Resolution of Directors appointing such committee or by a subsequent Resolution of Directors, from appointing a sub-committee and delegating powers exercisable by the committee to the sub-committee. | |
11.4. | The meetings and proceedings of each committee of directors consisting of two (2) or more directors shall be governed mutatis mutandis by the provisions of the Articles regulating the proceedings of directors so far as the same are not superseded by any provisions in the Resolution of Directors establishing the committee. | |
11.5. | Where the directors delegate their powers to a committee of directors they remain responsible for the exercise of that power by the committee, unless they believed on reasonable grounds at all times before the exercise of the power that the committee would exercise the power in conformity with the duties imposed on directors of the Company under the Act. | |
12. | OFFICERS AND AGENTS |
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12.1. | The Company may by Resolution of Directors appoint officers of the Company at such times as may be considered necessary or expedient. Such officers may consist of a Chairman of the Board of Directors, a president and one (1) or more vice-presidents, secretaries and treasurers and such other officers as may from time to time be considered necessary or expedient. Any number of offices may be held by the same person. | |
12.2. | The officers shall perform such duties as are prescribed at the time of their appointment subject to any modification in such duties as may be prescribed thereafter by Resolution of Directors. In the absence of any specific prescription of duties it shall be the responsibility of the Chairman of the Board to preside at meetings of directors and Shareholders, the president to manage the day to day affairs of the Company, the vice-presidents to act in order of seniority in the absence of the president but otherwise to perform such duties as may be delegated to them by the president, the secretaries to maintain the register of members, minute books and records (other than financial records) of the Company and to ensure compliance with all procedural requirements imposed on the Company by applicable law, and the treasurer to be responsible for the financial affairs of the Company. | |
12.3. | The emoluments of all officers shall be fixed by Resolution of Compensation Committee. | |
12.4. | The officers of the Company shall hold office until their successors are duly appointed, but any officer elected or appointed by the directors may be removed at any time, with or without cause, by Resolution of Directors. Any vacancy occurring in any office of the Company may be filled by Resolution of Directors. | |
12.5. | The directors may, by Resolution of Directors, appoint any person, including a person who is a director, to be an agent of the Company. | |
12.6. | An agent of the Company shall have such powers and authority of the directors, including the power and authority to affix the Seal, as are set forth in the Articles or in the Resolution of Directors appointing the agent, except that no agent has any power or authority with respect to the following: |
(a) | to amend the Memorandum or the Articles; | ||
(b) | to change the registered office or agent; | ||
(c) | to designate committees of directors; | ||
(d) | to delegate powers to a committee of directors; | ||
(e) | to appoint or remove directors; | ||
(f) | to appoint or remove an agent; | ||
(g) | to fix emoluments of directors; | ||
(h) | to approve a plan of merger, consolidation or arrangement; | ||
(i) | to make a declaration of solvency or to approve a liquidation plan; | ||
(j) | to make a determination that immediately after a proposed Distribution the value of the Company's assets will exceed its liabilities and the Company will be able to pay its debts as they fall due; or | ||
(k) | to authorise the Company to continue as a company incorporated under the laws of a jurisdiction outside the British Virgin Islands. |
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12.7. | The Resolution of Directors appointing an agent may authorise the agent to appoint one or more substitutes of delegates to exercise some or all of the powers conferred on the agent by the Company. | |
12.8. | The directors may remove an agent appointed by the Company and may revoke or vary a power conferred on him. | |
13. | CONFLICT OF INTERESTS | |
13.1. | A director of the Company shall, forthwith after becoming aware of the fact that he is interested in a transaction entered into or to be entered into by the Company, disclose interest to all other directors of the Company. | |
13.2. | For the purposes of Sub-Regulation 13.1, a disclosure to all other directors to the effect that a director is a member, director or officer of another named entity or has a fiduciary relationship with respect to the entity or a named individual and is to be regarded as interested in any transaction which may, after the date of the entry into the transaction or disclosure of the interest, be entered into with that entity or individual, is a sufficient disclosure of interest in relation to that transaction. | |
13.3. | A director of the Company who is interested in a transaction entered into or to be entered into by the Company may: |
(a) | vote on a matter relating to the transaction; | ||
(b) | attend a meeting of directors at which a matter relating to the transaction arises and be included among the directors present at the meeting for the purposes of a quorum; and | ||
(c) | sign a document on behalf of the Company, or do any other thing in his capacity as a director, that relates to the transaction, |
and, subject to compliance with the Act shall not, by reason of his office be accountable to the Company for any benefit which he derives from such transaction and no such transaction shall be liable to be avoided on the grounds of any such interest or benefit. | ||
14. | INDEMNIFICATION | |
14.1. | Subject to the limitations hereinafter provided the Company shall indemnify against all expenses, including legal fees, and against all judgments; fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings any person who: |
(a) | is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director of the Company; or | ||
(b) | is or was, at the request of the Company, serving as a director of, or in any other capacity is or was acting for another body corporate or a partnership, joint venture, trust or other enterprise. |
14.2. | The indemnity in Sub-Regulation 14.1 only applies if the person acted honestly and in good faith with a view to the best interests of the Company and, in the case of criminal proceedings, the person had no reasonable cause to believe that their conduct was unlawful | |
14.3. | For the purposes of Sub-Regulation 14.2, a director acts in the best interests of the Company if he acts in the best interests of |
(a) | the Company's holding company; or |
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(b) | a Shareholder or Shareholders of the Company; |
in either case, in the circumstances specified in Sub-Regulation 9.3 or the Act, as the case may be. | ||
14.4. | The decision of the directors as to whether the person acted honestly and in good faith and with a view to the best interests of the Company and as to whether the person had no reasonable cause to believe that his conduct was unlawful is, in the absence of fraud, sufficient for the purposes of the Articles, unless a question of law is involved. | |
14.5. | The termination of any proceedings by any judgment, order, settlement, conviction or the entering of a nolle prosequi does not, by itself, create a presumption that the person did not act honestly and in good faith and with a view to the best interests of the Company or that the person had reasonable cause to believe that his conduct was unlawful. | |
14.6. | Expenses, including legal fees, incurred by a director in defending any legal, administrative or investigative proceedings may be paid by the Company in advance of the final disposition of such proceedings upon receipt of an undertaking by or on behalf of the director to repay the amount if it shall ultimately be determined that the director is not entitled to be indemnified by the Company in accordance with Sub-Regulation 14.1. | |
14.7. | Expenses, including legal fees, incurred by a former director in defending any legal, administrative or investigative proceedings may be paid by the Company in advance of the final disposition of such proceedings upon receipt of an undertaking by or on behalf of the former director to repay the amount if it shall ultimately be determined that the former director is not entitled to be indemnified by the Company in accordance with Sub-Regulation 14.1 and upon such terms and conditions, if any, as the Company deems appropriate. | |
14.8. | The indemnification and advancement of expenses provided by, or granted pursuant to, this Article is not exclusive of any other rights to which the person seeking indemnification or advancement of expenses may be entitled under any agreement, Resolution of Shareholders, resolution of disinterested directors or otherwise, both as acting in the person's official capacity and as to acting in another capacity while serving as a director of the Company. | |
14.9. | If a person referred to in Sub-Regulation 14.1 has been successful in defence of any proceedings referred to in Sub-Regulation 14.1, the person is entitled to be indemnified against all expenses, Including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred by the person in connection with the proceedings. | |
14.10. | The Company may purchase and maintain insurance in relation to any person who is or was a director, officer or liquidator of the Company, or who at the request of the Company is or was serving as a director, officer or liquidator of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise, against any liability asserted against the person and incurred by the person in that capacity, whether or not the Company has or would have had the power to indemnify the person against the liability as provided in the Articles. | |
15. | RECORDS | |
15.1. | The Company shall keep the following documents at the office of its registered agent: |
(a) | the Memorandum and the Articles; | ||
(b) | the register of members, or a copy of the register of members; | ||
(c) | the register of directors, or a copy of the register of directors; and | ||
(d) | copies of all notices and other documents filed by the Company with the Registrar of Corporate Affairs in the previous ten (10) years. |
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15.2. | Until the directors determine otherwise by Resolution of Directors the Company shall keep the original register of members and original register of directors at the office of its registered agent. | |
15.3. | If the Company maintains only a copy of the register of members or a copy of the register of directors at the office of its registered agent it shall: |
(a) | within fifteen (15) days of any change in either register, notify the registered agent in writing of the change; and | ||
(b) | provide the registered agent with a written record of the physical address of the place or places at which the original register of members or the original register of directors is kept. |
15.4. | The Company shall keep the following records at the office of its registered agent or at such other place or places, within or outside the British Virgin Islands, as the directors may determine: |
(a) | minutes of meetings and Resolutions of Shareholders and classes of Shareholders; | ||
(b) | minutes of meetings and Resolutions of Directors and committees of directors; and | ||
(c) | an impression of the Seal. |
15.5. | Where any original records referred to in this Regulation are maintained other than at the office of the registered agent of the Company, and the place at which the original records is changed, the Company shall provide the registered agent with the physical address of the new location of the records of the Company within fourteen (14) days of the change of location. | |
15.6. | The records kept by the Company under this Regulation shall be in written form or either wholly or partly as electronic records complying with the requirements of the Electronic Transactions Act, 2001 (No. 5 of 2001) as from time to time amended or re-enacted. | |
16. | REGISTER OF CHARGES | |
The Company shall maintain at the office of its registered agent a register of charges in which there shall be entered the following particulars regarding each mortgage charge and other encumbrance created by the Company: |
(a) | the date of creation of the charge; | ||
(b) | a short description of the liability secured by the charge; | ||
(c) | a short description of the property charged; | ||
(d) | the name and address of the trustee for the security or, if there is no such trustee, the name and address of the chargee; | ||
(e) | unless the charge is a security to bearer, the name and address of the holder of the charge; and | ||
(f) | details of any prohibition or restriction contained in the instrument creating the charge on the power of the Company to create any future charge ranking in priority to or equally with the charge. |
17. | SEAL |
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The Company shall have a Seal and may have more than one Seal and references herein to the Seal shall be references to every Seal which shall have been duly adopted by Resolution of Directors. The directors shall provide for the safe custody of the Seal and for an imprint thereof to be kept at the registered office. Except as otherwise expressly provided herein the Seal when affixed to any written instrument shall be witnessed and attested to by the signature of any one director or other person so authorised from time to time by Resolution of Directors. Such authorisation may be before or after the Seal is affixed, may be general or specific and may refer to any number of sealings. The directors may provide for a facsimile of the Seal and of the signature of any director or authorised person which may be reproduced by printing or other means on any instrument and it shall have the same force and validity as if the Seal had been affixed to such instrument and the same had been attested to as hereinbefore described. | ||
18. | DISTRIBUTIONS BY WAY OF DIVIDEND | |
18.1. | Subject to receipt of all approval required under the Memorandum or elsewhere in the Articles, the directors of the Company may, by Resolution of Directors, authorise a Distribution by way of dividend at a time and of an amount they think fit if they are satisfied, on reasonable grounds, that, immediately after the Distribution, the value of the Company's assets will exceed its liabilities and the Company will be able to pay its debts as they fail due. | |
18.2. | Dividends may be paid in money, Shares, or other property. | |
18.3. | Notice of any dividend that may have been declared shall be given to each Shareholder as specified in Sub-Regulation 20.1 and all dividends unclaimed for three (3) years after having been declared may be forfeited by Resolution of Directors for the benefit of the Company. | |
18.4. | No dividend shall bear interest as against the Company and no dividend shall be paid on Treasury Shares. | |
19. | ACCOUNTS AND AUDIT | |
19.1. | The Company shall keep records that are sufficient to show and explain the Company's transactions and that will, at any time, enable the financial position of the Company to be determined with reasonable accuracy. | |
19.2. | The Company may by Resolution of Shareholders call for the directors to prepare periodically and make available a profit and loss account and a balance sheet. The profit and loss account and balance sheet shall be drawn up so as to give respectively a true and fair view of the profit and loss of the Company for a financial period and a true and fair view of the assets and liabilities of the Company as at the end of a financial period. | |
19.3. | The Company may by Resolution of Shareholders call for the accounts to be examined by auditors. | |
19.4. | The first auditors shall be appointed by Resolution of Directors; subsequent auditors shall be appointed by Resolution of shareholders or by Resolution of Directors. | |
19.5. | The auditors may be Shareholders, but no director or other officer shall be eligible to be an auditor of the Company during their continuance in office. | |
19.6. | The remuneration of the auditors of the Company may be fixed by Resolution of Directors. | |
19.7. | The auditors shall examine each profit and loss account and balance sheet required to be laid before a meeting of the Shareholders or otherwise given to Shareholders and shall state in a written report whether or not: |
(a) | in their opinion the profit and loss account and balance sheet give a true and fair view respectively of the profit and loss for the period covered by the accounts, and of the assets and liabilities of the Company at the end of that period; and |
35
(b) | all the information and explanations required by the auditors have been obtained. |
19.8. | The report of the auditors shall be annexed to the accounts and shall be read at the meeting of Shareholders at which the accounts are laid before the Company or shall be otherwise given to the Shareholders. | |
19.9. | Every auditor of the Company shall have a right of access at all times to the books of account and vouchers of the Company, and shall be entitled to require from the directors and officers of the Company such information and explanations as he thinks necessary for the performance of the duties of the auditors. | |
19.10. | The auditors of the Company shall be entitled to receive notice of, and to attend any meetings of Shareholders at which the Company's profit and loss account and balance sheet are to be presented. | |
20. | NOTICES | |
20.1. | Any notice, information or written statement to be given by the Company to Shareholders may be given by personal service or by mail addressed to each Shareholder at the address shown in the register of members. | |
20.2. | Any summons, notice, order, document, process, information or written statement to be served on the Company may be served by leaving it, or by sending it by registered mail addressed to the Company at its registered office, or by leaving it with, or by sending it by registered mail to, the registered agent of the Company. | |
20.3. | Service of any summons, notice, order, document, process,; information or written statement to be served on the Company may be proved by showing that the summons, notice, order, document, process, information or written statement was delivered to the registered office or the registered agent of the Company or that it was mailed in such time as to admit to its being delivered to the registered office or the registered agent of the Company in the normal course of delivery within the period prescribed for service and was correctly addressed and the postage was prepaid. | |
21. | VOLUNTARY LIQUIDATION | |
Subject to the provisions of the Memorandum and the Act, the Company may by Resolution of Shareholders appoint a voluntary liquidator. | ||
22. | CONTINUATION | |
The Company may by Resolution of Shareholders or by a resolution passed unanimously by all directors of the Company continue as a company incorporated under the laws of a jurisdiction outside the British Virgin Islands in the manner provided under those laws. | ||
23. | THE PROVISIONS SET OUT IN THE APPENDIX | |
All provisions set out in the main body of these Articles shall be subject to the terms set out in the Appendix hereto, which provide further details on the rights agreed among the holders of Series A Shares, holders of Series A1 Shares, and holders of Series B Shares. In the event of any difference between the provisions set out in the main body of these Articles and the provisions set out in the Appendix, the Appendix shall prevail. |
36
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
1 | General Disclosures | |
1.1 | None of the Company, the Subsidiaries or the Founders is and shall be deemed to be in breach of any of the Warranties (and no claim shall lie or liability attach) in respect of any matter fully, fairly and specifically disclosed in, or deemed to be disclosed by, this Disclosure Schedule in the absence of any fraud or dishonesty on the part of any of the Company, the Subsidiaries or the Founders. |
1
1.2 | In addition, any matter or information disclosed noted or referred to in the financial statements to be delivered by the Company to the Investors pursuant to section 3.16 of the Agreement are disclosed or are deemed to have been disclosed by this Disclosure Schedule. | |
2 | Specific Disclosures | |
In addition, there are disclosed the specific matters set out in schedule 1 to this Disclosure Schedule. |
2
Warranty reference | Disclosure | |
|
||
3.2(c)
|
(1) The Company granted an option (the "Option") to Winsome Group Limited in respect of 66.58 ordinary shares of the Company with a par value of US$1.00 on 23 May 2007. | |
|
||
|
(2) Pursuant to a shareholders' agreement (the "Series A1 Shareholders' Agreement") dated 14 February 2007 entered into by, among others, the Company, the Founders, the Existing Shareholders (as defined in the Series A1 Shareholders' Agreement) and the Preferred Shareholders (as defined in the Series A1 Shareholders' Agreement), certain rights of participation, rights of first refusal and co-sale rights have been granted to the Preferred Shareholders, the holders of ordinary shares of the Company and their permitted transferees. | |
|
||
3.2(d)
|
Subject to the adjustment for the Subdivision of the par value of all the Company's shares from US$1.00 to US$0.001, the list of all outstanding shareholders, option holders and other security holders of the Company as of the date hereof is as set forth: |
No. of shares | |||||||||
Name of shareholder | Type of shares | (par value of US$1.00) | |||||||
|
|||||||||
Grow Grand Limited
|
Ordinary | 613 | |||||||
|
Series A1 | 24.213 | |||||||
Magnetic Star Holdings Limited
|
Ordinary | 60 | |||||||
Limewater Limited
|
Ordinary | 60 | |||||||
Natural Eternity Limited
|
Ordinary | 60 | |||||||
Honeycomb Assets Management Limited
|
Ordinary | 70 | |||||||
|
Series A1 | 16.142 | |||||||
Win Seasons Finance Ltd.
|
Ordinary | 60 | |||||||
Valuetrue Investments Limited
|
Ordinary | 77 | |||||||
Natural Scent Limited
|
Ordinary | 50 | |||||||
Sequoia Capital China I, L.P.
|
Series A | 169.38 | |||||||
|
Series A1 | 31.784 | |||||||
Sequoia Capital China Principals Fund I, L.P.
|
Series A | 26.22 | |||||||
|
Series A1 | 4.919 | |||||||
Sequoia Capital China Partners Fund I, L.P.
|
Series A | 19.46 | |||||||
|
Series A1 | 3.652 |
3
Warranty reference | Disclosure |
Name of option holder | Type of shares | No. of shares | |||||||
|
|||||||||
Winsome Group Limited
|
Ordinary | 86.58 |
|
||
|
Note: | |
|
||
|
(1) Ma Shing Yung, one of the Founders, is the ultimate beneficial owner of the shares of Grow Grand Limited. | |
|
||
|
(2) Law Kin Ip, the brother-in-law of Lui Ming Ho (Lui Ming Ho is one of the directors of China Linong International Limited) is the ultimate beneficial owner of the shares of Natural Eternity Limited. | |
|
||
|
(3) Luan Li (one of the Founders) and her husband, Liang Kang, are the ultimate beneficial owners of the shares of Magnetic Star Holdings Limited. | |
|
||
|
(4) Ma Wen, Lie is the ultimate beneficial owner of the shares of Valuetrue Investments Limited. | |
|
||
|
(5) Valuetrue Investments Limited, Limewater Limited, Honeycomb Assets Management Limited, Win Seasons Finance Ltd. and Natural Scent Limited were established by individuals who have contributed to the Company's development. | |
|
||
|
(6) Winsome Group Limited holds the option on behalf of Ma Shing Yung, Lui Ming Ho, Ma Wen Lie, Wong Lo Yin, Li Jin and other officers, employees and advisors of the Company. | |
|
||
3.6
|
(1) Land V. Limited (Fujian) entered into a loan agreement dated 28 February 2006 with Sun Jianguo whereby Land V. Limited (Fujian) borrowed RMB10,800,000 from Sun Jianguo. | |
|
||
|
(2) Land V. Limited entered into a loan agreement dated 21 February 2006 with Ma Shing Yung, one of the Founders, whereby Land V. Limited borrowed HK$10,000,000 from Ma Shing Yung. | |
|
||
3.7
|
(1) All land leases signed by the Group Companies which, to the best knowledge of the Group Companies, are required by PRC laws and regulations to be submitted to the relevant government authorities for filing have been so submitted for filing, but there is no official document issued by such government authorities acknowledging receipt of such applications for filing, since the government authorities are not required to give such acknowledgement under PRC laws. |
4
Warranty reference | Disclosure | |
|
||
|
(2) The date of the land lease contract made between Land V. Limited (Fujian) and the Committee of Villagers of Dating (Production Team No. 3) of Qidu Town, Jiaocheng District, Ningde Municipality is 1 March 2006, but the term of the land lease contract is stated to be from 1 March 2005 to 30 February 2015. | |
|
||
|
(3) The term of the land lease contract (undated) made between Land V. Limited (Fujian) and the Committee of Villagers of Dating (Production Team No. 4) of Qidu Town, Jiaocheng District, Ningde Municipality is stated to be from 1 March 2005 to 30 February 2015. | |
|
||
3.8
|
Trademark | |
|
||
|
(1) An application for registration of trademark dated 14 June 2005 was submitted by Land V. Limited (Fujian) to the Trademark Office of the State Administration for industry and Commerce (application no.: 4718420). A Notice of Acceptance of Registration Application was received on 17 August 2005. The Announcement of Preliminary Review was made on 6 December 2007, which stated that the application had been accepted in principle but was still subject to final approval. | |
|
||
|
(2) An application for registration of trademark dated 13 March 2006 was submitted by Land V. Limited (Fujian) to the Trademark Office of the State Administration for Industry and Commerce (application no.: 5208039). A Notice of Acceptance of Registration Application was received on 29 June 2006. | |
|
||
|
List of domain names owned by Land V. Limited (Fujian) | |
|
||
|
www.landvchina.com (expiry date: 21 June 2008) | |
|
www.landv.on (expiry date: 13 March 2011) | |
|
www.land.v.com (expiry date: 2 June 2011) (The registrant shown in the registration certificate is "Linong Nongyejishu (Fujian) Youxiangongsi", which is the English transliteration of the name of Land V. Limited (Fujian) in Chinese | |
|
||
3.9
|
List of contracts required to be provided under this section 3.9 | |
|
||
|
Please refer to the Appendix and the specific disclosures on section 3.6, 3.7, 3.19 and 3.20. | |
|
||
3.12
|
In respect of the transfers of (i) 13,500 shares in Land V. Limited by Luan Li to Land V. Group Limited and (ii) 86,500 shares in Land V. Limited by Liang Kang to Land V. Group Limited in 2006, such transfers were approved by the directors of Land V. Limited on 11 January 2006, whereas the relevant instruments of transfer and bought and sold notes were executed by the parties on 6 February 2006 and Land V. Group Limited was entered into the register of members of Land V. Limited as holder of the 100,000 shares on the same date. The relevant instruments of transfer and bought and sold notes were stamped by the Hong Kong Stamp |
5
Warranty reference | Disclosure | |
|
||
|
Office on 30 June 2006. | |
|
||
3.14
|
Pursuant to the Series A1 Shareholders' Agreement, certain registration rights have been granted to the Holders (as defined in the Series A1 Shareholders' Agreement). | |
|
||
3.15
|
(1) None of the Group Companies has obtained any insurance coverage other than (i) vehicle insurance; (ii) Insurance for all employees of Land V. Limited; (iii) Insurance for the office contents, business Interruption, money & assault and public liability of Land V. Limited and/or Hong Kong Linong Limited and (iv) social insurances, including pension insurance, unemployment insurance, industrial injury insurance and maternity insurance provided by the PRC Subsidiaries. | |
|
||
|
(2) None of the PRC Subsidiaries has joined the housing fund scheme prescribed under applicable PRC laws and regulations. | |
|
||
3.19
|
(1) Ma Shing Yung, one of the Founders, is (i) a director of China Linong International Limited; (ii) the sole shareholder and sole director of Grow Grand Limited, which is a shareholder of China Linong International Limited; (iii) the sole director of Land V. Group Limited; (iv) a director of Land V. Limited; (v) a director of Hong Kong Linong Limited; (vi) the executive director and legal representative of each of Land V. Limited (Huizhou), Land V. Limited (Zhangjiakou), Xiamen Land V. Group Co., Ltd. and Land V. Limited (Shantou) and (vii) a shareholder and director of Winsome Group Limited, the holder of the Option. | |
|
||
|
(2) Luan Li, one of the Founders, is (i) a director of China Linong International Limited; (ii) a shareholder (and her husband, Liang Kang, is the other shareholder) and director of Magnetic Star Holdings Limited, which is a shareholder of China Linong International Limited; (iii) a director of Land V. Limited; (iv) the legal representative of each of Land V. Limited (Fujian) and Land V Limited (Tianjin); (v) the legal representative and executive director of each of Land V. Limited (Shenzhen), Land V. Limited (Hangzhou) and (Weifang) Land V. Limited; (vi) the legal representative and the chairman of the board of directors of Land V. Limited (Liaoyang) and (vii) a director of Hong Kong Linong Limited. | |
|
||
|
(3) Li Jin, one of the directors of China Linong International Limited, is a shareholder (and his wife is the other shareholder) and the sole director of Natural Scent Limited, which is a shareholder of China Linong International Limited. He is also a shareholder and director of Winsome Group Limited, the holder of the Option. | |
|
||
|
(4) Lui Ming Ho, one of the directors of China Linong International Limited, is a shareholder and director of Winsome Group Limited, the holder of the Option. | |
|
||
|
(5) The brother-in-law of Lui Ming Ho (Lui Ming Ho is one of the directors of China Linong International Limited) is the sole shareholder and director of Natural Eternity Limited, which is a shareholder of China Linong International Limited. | |
|
||
|
(6) Ma Wan Lie, an officer of Land V. Limited (Fujian), is the sole shareholder and a director of Valuetrue Investments Limited. |
6
Warranty reference | Disclosure | |
|
which is a shareholder of China Linong International Limited. He is also a shareholder and director of Winsome Group Limited, the holder of the Option. | |
|
||
|
(7) Wong Lo Yin, an officer of Land V. Limited, is a shareholder of Winsome Group Limited, the holder of the Option. | |
|
||
|
(8) Shen Nanpeng, a director of China Linong International Limited, entered into a director indemnification agreement with China Linong International Limited on 27 April 2006. | |
|
||
|
(9) Each of Ma Shing Yung, Luan Li, Li Jin and Lul Ming Ho, directors of China Linong International Limited, entered into a confidentiality, non-competition and intellectual property transfer agreement with China Linong International Limited on 27 April 2006. | |
|
||
|
(10) The Founders entered into a series A preferred share purchase agreement with, among others, the Company, Sequoia Capital China I, L.P., Sequoia Capital China Partners Fund I, L.P. and Sequoia Capital China Principals Fund I, L.P. on 12 April 2006. | |
|
||
|
(11) The Founders entered into a series A1 preferred share purchase agreement with, among others, the Company, Sequoia Capital China I, L.P., Sequoia Capital China Partners Fund I, L.P., Sequoia Capital China Principals Fund I, L.P., Grow Grand Limited and Honeycomb Assets Management Limited on 14 February 2007. | |
|
||
|
(12) The Founders entered into the Series A1 Shareholders' Agreement with, among others, the Company, the Existing Shareholders (as defined in the Series A1 Shareholders' Agreement) and the Preferred Shareholders (as defined in the Series A1 Shareholders' Agreement) on 14 February 2007. | |
|
||
|
(13) Land V. Limited entered into an agreement for subcontracting operation right with Liang Kang, a shareholder of Magnetic Star Holdings Limited and husband of Luan Li, which is a shareholder of China Linong International Limited, on 26 January 2006. | |
|
||
|
Please refer to the specific disclosure (2) on section 3.6. | |
|
||
|
Please refer to the specific disclosure (1) on section 3.20. | |
|
||
3.20
|
(1) The Company entered into a labor contract dated 27 April 2006 with each of Ma Shing Yung and Luan Li. | |
|
||
|
List of employment agreements with senior management personnel |
7
Warranty reference | Disclosure | |
|
(2) Below is a list of senior management personnel ("Senior Personnel"), each of whom has signed an employment agreement with a Group Company: | |
|
||
This is an English
|
Mr. Ye Quan, Deputy General Manager of Fujian Company | |
translation
|
Mr. Wang Yongbin, Assistant to the President and the officer of the training center | |
|
Mr. Sun Lianrong, Deputy General Manager of Tianjin Company | |
|
Mr. Yan Shengren, Deputy General Manager of Huizhou Company | |
|
Ms. Li Qiongying, who is responsible for the management of plant protection, seeds and experiments of the Group | |
|
Mr. Li Yongqiang, Assistant to the President, person in charge of Shantou Base and Deputy General Manager of Zhangjiakou Company | |
|
Mr. Deng Liming, Technician of the base | |
|
||
|
(3) The Company adopted an incentive stock option plan which took effect on 22 May 2007. | |
|
||
|
(4) The Company granted the Option to Winsome Group Limited on 23 May 2007. | |
|
||
3.23
|
As regards the decisions in relation to the operation of the PRC Subsidiaries in their ordinary course of business, generally they were made upon the oral consensus of the senior management and no written minutes have been prepared. | |
|
||
3.25(b)
|
(1) The description of the scope of business of Land V Limited (Hangzhou) as shown in its current business license and approval certificate dated 27 August 2004 is different from that in its articles of association, but the substance of the scope of business is the same. | |
|
||
|
(2) None of the processing facilities of Land V. Limited (Fujian), (Weifang) Land V. Limited, Land V. Limited (Tianjin) and Land V. Limited (Shenzhen) has gone through the inspection and acceptance procedures by the relevant environmental protection authorities before operation of the facilities commenced. | |
|
||
|
(3) Other than Xiamen Land V. Group Co., Ltd., Land V. Limited (Zhangjiakou), Land V. Limited (Hulzhou), Land V. Limited (Hangzhou), Land V. Limited (Shantou) and Land V. Limited (Liaoyang), all of the PRC Subsidiaries have obtained the Hygiene Permit. | |
|
||
|
(4) Only Land V. Limited (Fujian), Land V. Limited (Hangzhou), Land V. Limited (Liaoyang) and Land V. Limited (Tianjin) have obtained the Hygiene Registration Certificate. | |
|
||
|
Please refer to the specific disclosure (2) on section 3.15. | |
|
||
3.25(d)
|
(1) As at the date of the Agreement, only US$150,000 of the registered capital of Xiamen Land V. Group Co., Ltd. has been paid |
8
Warranty reference | Disclosure | |
|
up. The remaining US$850,000 has yet to be paid. | |
|
||
|
(2) The registered capital of Land V. Limited (Liaoyang) was increased by HK$5,000,000 from HK$5,000,000 to HK$10,000,000 in January 2008. As at the date of the Agreement, only HK$8,200,000 out of the total registered capital of HK$10,000,000 has been paid. The remaining HK$3,800,000 has yet to be paid. | |
|
||
|
(3) The registered capital of Land V. Limited (Liaoyang) as shown in its incorporation approval letter, approval certificate and articles of association is denominated in Hong Kong dollars, but the registered capital as shown in its business licence is denominated in United States dollars pursuant to the request of the PRC authority during the registration process. | |
|
||
|
(4) Before the increase of registered capital in January 2008, the articles of association of Land V. Limited (Liaoyang) stated that its registered capital was required to be paid up by 7 October 2004, but such registered capital was only fully paid up on 22 December 2004. |
9
No. | Date | Parties | Document | |||
1
|
2006-04-06 | - Magnetic Star Holdings Limited - Win Seasons Finance Ltd. - Valuetrue investments Limited - Natural Scent Limited - Grow Grand Limited - Limewater Limited - Natural Eternity Limited - Honeycomb Assets Management Limited - China Linong International Limited |
Agreement for transfer of shares in Land V. Group Limited | |||
|
||||||
2
|
2006-04-12 | - China Linong International Limited - Land V. Group Limited - Land V. Limited - Land V. Limited (Fujian) |
Series A preferred share purchase agreement | |||
|
- Land V. Limited (Shenzhen) | |||||
|
- LandV Limited (Hangzhou) | |||||
|
- LandV Limited (Tianjin) | |||||
|
- Land V. Limited (Liaoyang) | |||||
|
- Land V. Limited (Weifang) | |||||
|
- Ma Shing Yung | |||||
|
- Luan Li | |||||
|
- Sequoia Capital China I, L.P. | |||||
|
- Sequoia Capital China Partners Fund I, L.P. | |||||
|
- Sequoia Capital China Principals Fund I, L.P. | |||||
|
||||||
3
|
2007-02-14 | - China Linong International Limited - Land V. Group Limited - Land V. Limited |
Series Al preferred share purchase agreement | |||
|
- Hong Kong Linong Limited | |||||
|
- Land V. Limited (Fujian) | |||||
|
- Land V. Limited (Shenzhen) | |||||
|
- LandV Limited (Hangzhou) | |||||
|
- LandV Limited (Tianjin) | |||||
|
- Land V. Limited (Liaoyang) | |||||
|
- Land V. Limited (Weifang) | |||||
|
- Land V. Limited (Huizhou) | |||||
|
- Land V. Limited (Zhangjiakou) | |||||
|
- Ma Shing Yung | |||||
|
- Luan Li | |||||
|
- Sequoia Capital China I, L.P. | |||||
|
- Sequoia Capital China Partners Fund I, L.P. | |||||
|
- Sequoia Capital China Principals Fund I, L.P. | |||||
|
- Grow Grand Limited | |||||
|
- Honeycomb Assets Management Limited | |||||
|
||||||
4
|
2006-04-06 | - Magnetic Star Holdings Limited - Win Seasons Finance Ltd. - Valuetrue Investments Limited |
Shareholders' Agreement relating to China Linong International Limited | |||
|
- Natural Scent Limited | |||||
|
- Grow Grand Limited | |||||
|
- Limewater Limited | |||||
|
- Natural Eternity Limited | |||||
|
- Honeycomb Assets Management Limited |
1
No. | Date | Parties | Document | |||
|
- China Linong International Limited | |||||
|
||||||
5
|
2006-04-27 | - Ma Shing Yung | Deed of termination | |||
|
- Luan Li | |||||
|
- Liang Kang | |||||
|
- Xia Yu | |||||
|
- Law Kin Ip | |||||
|
- Fu Ming Xia | |||||
|
- Nishikawa Hiroko | |||||
|
- Ma Wen Lie | |||||
|
- Wang Xiaogang | |||||
|
- Li Jin | |||||
|
- Lu Rong | |||||
|
- Magnetic Star Holdings Limited | |||||
|
- Win Seasons Finance Ltd, | |||||
|
- Valuetrue Investments Limited | |||||
|
- Natural Scent Limited | |||||
|
- Grow Grand Limited | |||||
|
- Limewater Limited | |||||
|
- Natural Eternity Limited | |||||
|
- Honeycomb Assets Management Limited | |||||
|
- China Linong International Limited | |||||
|
||||||
6
|
2006-04-27 | - China Linong International Limited | Shareholders agreement | |||
|
- Land V. Group Limited | |||||
|
- Land V. Limited | |||||
|
- Land V. Limited (Fujian) | |||||
|
- Land V. Limited (Shenzhen) | |||||
|
- LandV Limited (Hangzhou) | |||||
|
- LandV Limited (Tianjin) | |||||
|
- Land V. Limited (Liaoyang) | |||||
|
- Land V. Limited (Weifang) | |||||
|
- Grow Grand Limited | |||||
|
- Magnetic Star Holdings Limited | |||||
|
- Limewater Limited | |||||
|
- Natural Eternity Limited | |||||
|
- Valuetrue Investments Ltd. | |||||
|
- Win Seasons Finance Ltd. | |||||
|
- Honeycomb Assets Management Ltd. | |||||
|
- Natural Scent Limited | |||||
|
- Ma Shing Yung | |||||
|
- Luan Li | |||||
|
- Sequoia Capital China I, L.P. | |||||
|
- Sequoia Capital China Partners Fund I, L.P. | |||||
|
- Sequoia Capital China Principals Fund I, L.P. | |||||
|
||||||
7
|
2007-02-14 | - China Linong International Limited | Shareholders agreement | |||
|
- Land V. Group Limited | |||||
|
- Land V. Limited | |||||
|
- Hong Kong Linong Limited | |||||
|
- Land V. Limited (Fujian) | |||||
|
- Land V. Limited (Shenzhen) | |||||
|
- LandV Limited (Hangzhou) | |||||
|
- LandV Limited (Tianjin) | |||||
|
- Land V. Limited (Liaoyang) |
2
No. | Date | Parties | Document | |||||
|
- Land V. Limited (Weifang) | |||||||
|
- Land V. Limited (Zhangjiakou) | |||||||
|
- Land V. Limited (Huizhou) | |||||||
|
- Grow Grand Limited | |||||||
|
- Magnetic Star Holdings Limited | |||||||
|
- Limewater Limited | |||||||
|
- Natural Eternity Limited | |||||||
|
- Valuetrue Investments Ltd. | |||||||
|
- Win Seasons Finance Ltd. | |||||||
|
- Honeycomb Assets Management Ltd. | |||||||
|
- Natural Scent Limited | |||||||
|
- Ma Shing Yung | |||||||
|
- Luan Li | |||||||
|
- Sequoia Capital China I, L.P. | |||||||
|
- Sequoia Capital China Partners Fund I, L.P. | |||||||
|
- Sequoia Capital China Principals Fund I, L.P. | |||||||
|
||||||||
8
|
2006-04-27 | - China Linong International Limited | Labor contract | |||||
|
- Ma Shing Yung | |||||||
|
||||||||
9
|
2006-04-27 | - China Linong International Limited | Labor contract | |||||
|
- Luan Li | |||||||
|
||||||||
10
|
2006-04-27 | - China Linong International Limited | Director indemnification agreement | |||||
|
- Shen Nanpeng | |||||||
|
||||||||
11
|
2006-04-27 | - China Linong International Limited - Ma Shing Yung |
Confidentiality, non-competition and intellectual property transfer agreement | |||||
|
||||||||
12
|
2006-04-27 | - China Linong International Limited - Luan Li |
Confidentiality, non-competition and intellectual property transfer agreement | |||||
|
||||||||
13
|
2006-04-27 | - China Linong International Limited - Li Jin |
Confidentiality, non-competition and intellectual property transfer agreement | |||||
|
||||||||
14
|
2006-04-27 | - China Linong International Limited - Lui Ming Ho |
Confidentiality, non-competition and intellectual property transfer agreement | |||||
|
||||||||
15
|
2007.05.23 | - China Linong International Limited | Option offer letter | |||||
|
- Winsome Group Limited | |||||||
|
||||||||
16
|
2007.05.22 | - China Linong International Limited | Incentive Stock Option Plan 2007 |
3
No. | Date | Parties | Document | |||
1
|
2005-10-19 | - Ma Shing Yung - Luan Li - Liang Kang - Xia Yu - Law Kin Ip |
Subscription and Shareholders' Agreement relating to Land V. Group Limited | |||
|
- Fu Ming Xia | |||||
|
- Chiu Yi | |||||
|
- Lui Ming Ho | |||||
|
- Ma Wen Lie | |||||
|
- Wang Xiaogang | |||||
|
- Magnetic Star Holdings limited | |||||
|
- Win Seasons Finance Ltd. | |||||
|
- Valuetrue Investments Limited | |||||
|
- Land V. Group Limited | |||||
|
||||||
2
|
2006-02-06 | - Ma Shing Yung | Supplemental Agreement | |||
|
- Luan Li | |||||
|
- Liang Kang | |||||
|
- XiaYu | |||||
|
- Law Kin Ip | |||||
|
- Fu Ming Xia | |||||
|
- ChiuYi | |||||
|
- Lui Ming Ho | |||||
|
- Ma Wen Lie | |||||
|
- Wang Xiaogang | |||||
|
- Magnetic Star Holdings Limited | |||||
|
- Win Seasons Finance Ltd. | |||||
|
- Valuetrue Investments Limited | |||||
|
- Land V. Group Limited | |||||
|
||||||
3
|
2006-02-06 | - Ma Shing Yung - Luan Li - Liang Kang - Xia Yu - Law Kin Ip - Fu Ming Xia - Chiu Yi - Lui Ming Ho - Ma Wen Lie - Wang Xiaogang - Magnetic Star Holdings Limited - Win Seasons Finance Ltd. - Valuetrue Investments Limited - Land V. Group Limited |
Letter of confirmation and consent | |||
|
||||||
4
|
2006-03-16 | - Ma Shing Yung | Supplemental Agreement | |||
|
- Luan Li | |||||
|
- Liang Kang | |||||
|
- Xia Yu | |||||
|
- Law Kin Ip | |||||
|
- Fu Ming Xia | |||||
|
- Nishikawa Hiroko | |||||
|
- Ma Wen Lie |
4
No. | Date | Parties | Document | |||
|
- Wang Xiaogang | |||||
|
- Li Jin | |||||
|
- Lu Rong | |||||
|
- Magnetic Star Holdings Limited | |||||
|
- Win Seasons Finance Ltd. | |||||
|
- Valuetrue Investments Limited | |||||
|
- Natural Scent Limited | |||||
|
- Grow Grand Limited | |||||
|
- Limewater Limited | |||||
|
- Natural Eternity Limited | |||||
|
- Honeycomb Assets Management Limited | |||||
|
- Land V. Group Limited | |||||
|
||||||
5
|
2006-04-06 | - Ma Shing Yung | Deed of Termination | |||
|
- Luan Li | |||||
|
- Liang Kang | |||||
|
- XiaYu | |||||
|
- Law Kin Ip | |||||
|
- Fu Ming Xia | |||||
|
- Nishikawa Hiroko | |||||
|
- Ma Wen Lie | |||||
|
- Wang Xiaogang | |||||
|
- Li Jin | |||||
|
- Lu Rong | |||||
|
- Magnetic Star Holdings Limited | |||||
|
- Win Seasons Finance Ltd. | |||||
|
- Valuetrue Investments Limited | |||||
|
- Natural Scent Limited | |||||
|
- Grow Grand Limited | |||||
|
- Limewater Limited | |||||
|
- Natural Eternity Limited | |||||
|
- Honeycomb Assets Management Limited | |||||
|
- Land V. Group Limited | |||||
|
||||||
6
|
- Canful Motors Ltd. | Sales and purchase agreement | ||||
|
- Land V. Group Limited | |||||
|
||||||
7
|
2007-06-20 | - Honest Motors Ltd. | Invoice | |||
|
- Land V. Group Limited | |||||
|
||||||
8
|
2007-07-19 | - QBE Hongkong & Shanghai Insurace Ltd - Land V. Group Ltd |
Motor Vehicle Insurance Policy Schedule (LU1888) |
|||
|
||||||
9
|
2007-07-19 | - AXA General Insurace Hong Kong Ltd - Land V. Group Ltd |
Motor Vehicle Insurance Policy Schedule (MW8555) |
5
No. | Date | Parties | Document | |||
1
|
2005-01-07 | - Liu Ganwang - Land V. Limited |
Agreement for subcontracting operating right (with a letter dated December 13, 2004 to Liu Ganwang from Hong Kong Vegetable Marketing Organization which informed the successful bid attached) | |||
|
||||||
2
|
2006-01-26 | - Mr Liang Kang - Land V. Limited |
Agreement for subcontracting operating right (with a letter dated January 20, 2006 to Liang Kang from Hong Kong Vegetable Marketing Organization which informed the successful bid attached) | |||
|
||||||
3
|
2004-07-20 | - BMW Concessionaires (H.K.) Ltd - Land V. Limited |
Invoice | |||
|
||||||
4
|
2006-02-21 | - Ma Shing Yung | Loan contract | |||
|
- Land V. Limited | |||||
|
||||||
5
|
2007-01-12 | - HSBC Insurance (Asia) Limited | Notice of Insurance | |||
|
- Land V. Limited | |||||
|
||||||
6
|
2007-01-12 | - HSBC Insurance (Asia) Limited | The Policy Schedule | |||
|
- Land V. Limited | |||||
|
||||||
7
|
2008-2-14 | - HSBC Insurance (Asia) Limited | Notice of Insurance | |||
|
- Land V. Limited | |||||
|
||||||
8
|
2008-02-14 | - HSBC Insurance (Asia) Limited | The Policy Schedule | |||
|
- Land V. Limited | |||||
|
||||||
9
|
2007-07-19 | - QBE Hongkong & Shanghai Insurace Ltd - Land V. Ltd |
Motor Vehicle Insurance Policy Schedule |
6
No. | Date | Parties | Document | |||
1
|
2006-12-27 | - WISDOM CHAMPION (15) LIMITED | Tenancy Agreement | |||
|
- HONG KONG LINONG LIMITED |
7
No. | Date | Parties | Document | |||
1
|
2005-01-01 | - Langqi Town Agricultural By-products and Services Company (Party A) - Land V. Limited (Fujian) |
Agreement for the leasing of vegetables and non-staple foods base (Langqi base) | |||
|
||||||
2
|
2005-02-02 | - Yuanqian Village Economic Cooperative, Langqi Town, Langqi Economic Zone, Fuzhou Municipality (Party A) | Land lease agreement (Langqi base) |
|||
|
- Land V. Limited (Fujian) | |||||
|
||||||
3
|
2004-12-18 | - Villagers Committee of Xinting Village, Hubei Township, Jiaocheng District, Ningde Municipality (Party A) | Land lease contract (Hubei base) |
|||
|
- Land V. Limited (Fujian) | |||||
|
||||||
4
|
2005-05-01 | - Villagers Committee of Xinting Village, Hubei Township, Jiaocheng District, Ningde Municipality (Party A) - Land V. Limited (Fujian) |
Confirmation for the area of leased land (in relation to the Land Lease Contract No. 17) (Hubei base) |
|||
|
||||||
5
|
2004-09-08 | - Villagers Committee of Jiucuo Village, Hubei Township, Jiaocheng District, Ningde Municipality (Party A) | Land lease contract (Hubei base) |
|||
|
- Land V. Limited (Fujian) | |||||
|
||||||
6
|
2004-09-08 | - Villagers Committee of Jiucuo Village, Hubei Township, Jiaocheng District, Ningde Municipality (Party A) | Land lease contract | |||
|
- Land V. Limited (Fujian) | |||||
|
||||||
7
|
- Villagers Committee of Jiucuo Village, Hubei Township, Jiaocheng District, Ningde Municipality (Party A) | Supplemental agreement (Hubei base) |
||||
|
- Land V. Limited (Fujian) | |||||
|
||||||
8
|
2005-04-30 | - Jiucuo Village Group 3, Hubei Township, Jiaocheng District, Ningde Municipality (Party A) | Confirmation for the area of leased land | |||
|
- Land V. Limited (Fujian) | (Hubei base) | ||||
|
||||||
9
|
2005-09-08 | - Villagers Committee of Xincuo Village, Hubei Township, Jiaocheng District, Ningde Municipality (Party A) | Land lease contract (Hubei base) |
|||
|
- Land V. Limited (Fujian) | |||||
|
||||||
10
|
2004-09-08 | - Villagers Committee of Xincuo Village, Hubei Township, Jiaocheng District, Ningde Municipality (Party A) | Land lease contract (Hubei base) |
|||
|
- Land V. Limited (Fujian) | |||||
|
||||||
11
|
2005-05-31 | - Villagers Committee of Xincuo Village, Hubei Township, Jiaocheng District, Ningde Municipality (Party A) | Supplemental agreement (Hubei base) |
|||
|
- Land V. Limited (Fujian) | |||||
|
||||||
12
|
2005-05-12 | - Xincuo Village, Hubei Township, Jiaocheng District, Ningde Municipality (Party A) | Confirmation for the area of leased land |
8
No. | Date | Parties | Document | |||
|
- Land V. Limited (Fujian) | (Hubei base) | ||||
|
||||||
13
|
2004-11-13 | - Hubei Township Economic Committee, Jiaocheng District, Ningde Municipality (Party A) | Land lease contract (Hubei base) |
|||
|
- Land V. Limited (Fujian) | |||||
|
||||||
14
|
2007-04-29 | - Representative from Production Team Nos. 2 and 4 of Hubei Township: Huang Xianxiang - Hubei Base of China Linong Group (Party A) - Land V. Limited (Fujian) |
Land lease contract (Hubei base) |
|||
|
||||||
15
|
- Villagers Committee of Huangcuo Village, Qidu Town, Jiaocheng District, Ningde Municipality (Party A) - Land V. Limited (Fujian) |
Land lease contract (Qidu base) |
||||
|
||||||
16
|
2005 | - Villagers Committee of Huangcuo Village Team No. 1, Qidu Town, Jiaocheng District, Ningde Municipality (Party A) - Land V. Limited (Fujian) |
Supplemental agreement (in relation to the land lease contract No. 23) (Qidu base) |
|||
|
||||||
17
|
- Villagers Committee of Huangcuo Village (Team No. 2), Qidu Town, Jiaocheng District, Ningde City (Party A) - Land V. Limited (Fujian) |
Land lease contract (Qidu base) |
||||
|
||||||
18
|
2005 | - Villagers Committee of Huangcuo Village Team No. 2, Qidu Town, Jiaocheng District, Ningde Municipality (Party A) - Land V. Limited (Fujian) |
Supplemental agreement (in relation to the land lease contract No. 24) (Qidu base) |
|||
|
||||||
19
|
2004-03-01 | - Villagers Committee of Huangcuo Village Team No. 3, Qidu Town, Jiaocheng District, Ningde Municipality (Party A) - Land V. Limited (Fujian) |
Land lease contract (Qidu base) |
|||
|
||||||
20
|
2005 | - Villagers Committee of Huangcuo Village Team No. 3, Qidu Town, Jiaocheng District, Ningde Municipality (Party A) - Land V. Limited (Fujian) |
Supplemental agreement (in relation to the land lease contract No. 25) (Qidu base) |
|||
|
||||||
21
|
- Villagers Committee of Huangcuo Village (Team No. 7), Qidu Town, Jiaocheng District, Ningde Municipality (Party A) - Land V. Limited (Fujian) |
Land lease contract (Qidu base) |
||||
|
||||||
22
|
2005 | - Villagers Committee of Huangcuo Village (Team No. 7), Qidu Town, Jiaocheng District, Ningde City (Party A) - Land V. Limited (Fujian) |
Supplemental agreement (in relation to the land lease contract No. 26) (Qidu base) |
|||
|
||||||
23
|
- Villagers Committee of Huangcuo Village (Team No. 8), Qidu Town, Jiaocheng District, Ningde Municipality (Party A) - Land V. Limited (Fujian) |
Land lease contract (Qidu base) |
||||
|
||||||
24
|
2005 | - Villagers Committee of Huangcuo Village Team No. 8, Qidu Town, Jiaocheng District, | Supplemental agreement (in relation to the land lease contract |
9
No. | Date | Parties | Document | |||
|
Ningde Municipality (Party A) - Land V. Limited (Fujian) |
No. 27) (Qidu base) |
||||
|
||||||
25
|
- Villagers Committee of Dating Village (Production Group No. 7), Qidu Town, Jiaocheng District, Ningde Municipality (Party A) - Land V. Limited (Fujian) |
Land lease contract (Qidu base) |
||||
|
||||||
26
|
- Villagers Committee of Dating Village (Production Group Nos. 11 and 13), Qidu Town, Jiaocheng District, Ningde Municipality (Party A) - Land V. Limited (Fujian) |
Land lease contract (Qidu base) |
||||
|
||||||
27
|
- Villagers Committee of Dating Village (Production Group No. 2), Qidu Town, Jiaocheng District, Ningde Municipality (Party A) - Land V. Limited (Fujian) |
Land lease contract (Qidu base) |
||||
|
||||||
28
|
2006-03-01 | - Villagers Committee of Dating Village (Production Group No. 3), Qidu Town, Jiaocheng District, Ningde Municipality (Party A) - Land V. Limited (Fujian) |
Land lease contract (Qidu base) |
|||
|
||||||
29
|
- Villagers Committee of Dating Village (Production Group No. 4), Qidu Town, Jiaocheng District, Ningde Municipality (Party A) - Land V. Limited (Fujian) |
Land lease contract (Qidu base) |
||||
|
||||||
30
|
- Villagers Committee of Dating Village (Production Group No. 4), Qidu Town, Jiaocheng District, Ningde Municipality (Party A) - Land V. Limited (Fujian) |
Land lease contract (Qidu base) |
||||
|
||||||
31
|
2005-01-19 | - Villagers Committee of Beihe Village Team No. 1, Qidu Town, Jiaocheng District, Ningde Municipality (Party A) - Land V. Limited (Fujian) |
Land lease contract (Qidu base) |
|||
|
||||||
32
|
2005 | - Villagers Committee of Beihe Village Team No. 1, Qidu Town, Jiaocheng District, Ningde Municipality (Party A) - Land V. Limited (Fujian) |
Supplemental agreement (in relation to the land lease contract No. 34) |
|||
|
||||||
33
|
2005-01-19 | - Villagers Committee of Beihe Village Team No. 2, Qidu Town, Jiaocheng District, Ningde Municipality (Party A) - Land V. Limited (Fujian) |
Land lease contract (Qidu base) |
|||
|
||||||
34
|
2005 | - Villagers Committee of Beihe Village Team No. 2, Qidu Town, Jiaocheng District, Ningde Municipality (Party A) - Land V. Limited (Fujian) |
Supplemental agreement (in relation to the land lease contract No. 34) |
10
No. | Date | Parties | Document | |||
35
|
2004-07-29 | - Villagers Committee of Beihe Village Team No. 3, Qidu Town, Jiaocheng District, Ningde Municipality (Party A) - Land V. Limited (Fujian) |
Land lease contract (Qidu base) |
|||
|
||||||
36
|
2004-07-29 | - Villagers Committee of Beihe Village Team No. 4, Qidu Town, Jiaocheng District, Ningde Municipality (Party A) - Land V. Limited (Fujian) |
Land lease contract (Qidu base) |
|||
|
||||||
37
|
2004-07-29 | - Villagers Committee of Beihe Village Team No. 5, Qidu Town, Jiaocheng District, Ningde Municipality (Party A) - Land V. Limited (Fujian) |
Land lease contract (Qidu base) |
|||
|
||||||
38
|
2004-07-29 | - Villagers Committee of Beihe Village Team No. 12, Qidu Town, Jiaocheng District, Ningde Municipality (Party A) - Land V. Limited (Fujian) |
Land lease contract (Qidu base) |
|||
|
||||||
39
|
2005-01-18 | - Villagers Committee of Beihe Village (Six Production Groups ó Group Nos. 1, 2, 3, 4, 5 and 12), Qidu Town, Jiaocheng District, Ningde Municipality (Party A) - Land V. Limited (Fujian) |
Supplemental agreement (in relation to the land lease contracts Nos. 34, 35, 36, 37, 38, 39) |
|||
|
||||||
40
|
- Villagers Committee of Dongcuo Village, Qidu Town, Jiaocheng District, Ningde Municipality (Party A) - Land V. Limited (Fujian) |
Land lease contract (Qidu base) |
||||
|
||||||
41
|
2005-01-20 | - Villagers Committee of Sanle Village, Qidu Town, Jiaocheng District, Ningde Municipality (Party A) - Land V. Limited (Fujian) |
Land lease contract (Qidu base) |
|||
|
||||||
42
|
2004-03-01 | - Villagers Committee of Gongqitou Village, Qidu Town, Jiaocheng District, Ningde Municipality (Party A) - Land V. Limited (Fujian) |
Land lease contract (Qidu base) |
|||
|
||||||
43
|
2005-01-19 | - Villagers Committee of Gongqitou Village (Team Nos. 10 and 11), Qidu Town, Jiaocheng District, Ningde Municipality (Party A) - Land V. Limited (Fujian) |
Supplemental agreement (in relation to the land lease contract No. 42) (Qidu base) |
|||
|
||||||
44
|
2004-08-15 | - Villagers Committee of Hegan Village, Qidu Town, Jiaocheng District, Ningde Municipality (Party A) - Land V. Limited (Fujian) |
Land lease contract (Qidu base) |
|||
|
||||||
45
|
2004-08-15 | - Villagers Committee of Hegan Village, Qidu Town, Jiaocheng District, Ningde Municipality (Party A) - Land V. Limited (Fujian) |
Supplemental agreement (in relation to the land lease contract No. 43) |
|||
|
||||||
46
|
- 31 villagers of Hegan Village, Qidu Town | Signature book showing the consent of the village as contractor to lease lands to Linong |
11
No. | Date | Parties | Document | |||
47
|
2005-03-01 | - Ningde Yifeng Agriculture Technology Co., Ltd. (Party A) - Land V. Limited (Fujian) |
Land lease (sub-lease) contract (Qidu base) |
|||
|
||||||
48
|
2004-11-28 | - Villagers Committee of Yujing Village, Mabi Town, Lianjiang County (Party A) - Land V. Limited (Fujian) |
Land lease contract (Lianjiang base) |
|||
|
||||||
49
|
2005-01-05 | - Villagers Committee of Daiyun Village, Aojiang Town, Lianjiang County (Party A) - Land V. Limited (Fujian) |
Land lease contract (Lianjiang base) |
|||
|
||||||
50
|
2005-01-05 | - Villagers Committee of Shitou Village, Aojiang Town, Lianjiang County (Party A) - Land V. Limited (Fujian) |
Land lease contract (Lianjiang base) |
|||
|
||||||
51
|
2005-01-05 | - Villagers Committee of Shitou Village, Aojiang Town, Lianjiang County - Land V. Limited (Fujian) |
Supplemental agreement | |||
|
||||||
52
|
2005-06-06 | - Villagers Committee of Shitou Village, Aojiang Town, Lianjiang County (Party A) - Land V. Limited (Fujian) |
Supplemental agreement | |||
|
||||||
53
|
2005-03-30 | - Fuzhou Longlin Comprehensive Agricultural Development Co., Ltd. (Party A) - Land V. Limited (Fujian) (with the contract for contracting the collective forest lands of Guloudang Forest Farm, Rixi Township, Jin'an District between the People's Government of Rixi Township (Forest Farm) and Fuzhou Longlin Comprehensive Agricultural Development Co., Ltd. attached) |
Contract for sub-contracting the collective forest lands of Guloudang Forest Farm, Rixi Township, Jin'an District | |||
|
||||||
54
|
2007-05-30 | - Fuzhou Longlin Comprehensive Agricultural Development Co., Ltd. (Party A) - Land V. Limited (Fujian) |
Supplemental agreement | |||
|
||||||
55
|
2005-01-28 | - Committee of Dabu Village, Daling Town, Huidong County, Guangdong Province (Party A) - Land V. Limited (Fujian) |
Land lease contract | |||
|
||||||
56
|
2005-01-01 | - Tianjin Longtai Technology Development Co., Ltd. (Party A) - Land V. Limited (Fujian) |
Land lease contract | |||
|
||||||
57
|
2005-02-03 | - Agricultural Development Office of Guyuan County, Hebei Province (Party A) - Land V. Limited (Fujian) |
Land lease contract | |||
|
||||||
58
|
2005-06-14 | - Cai Yingguo (Party A) - Land V. Limited (Fujian) |
Land sub-lease contract | |||
|
||||||
59
|
2005-06-14 | - Cai Yingguo (Party A) - Land V. Limited (Fujian) |
Land sub-lease contract | |||
|
||||||
60
|
2006-08-29 | - Senmei (Fujian) Foodstuffs Co., Ltd. (Party A) - Land V. Limited (Fujian) |
Sub-contracting contract for land intensive use (Luoyang base) |
12
No. | Date | Parties | Document | |||
61
|
2006-04-04 | - Committee of Xingguang Village (Party A) - Land V. Limited (Fujian), Langqi Base |
Agreement for leasing of lands (Langqi base) |
|||
|
||||||
62
|
- Committee of Yunlong Village (Party A) - Land V. Limited (Fujian), Langqi Base |
Agreement for leasing of lands (Langqi base) |
||||
|
||||||
63
|
2006-03-01 | - Huang Fuzhen and Lin Xi'nen, villagers of Shizu, Hulougang, Hegan Village, Qidu Town, Jiaocheng District, Ningde Municipality (Party A) - Land V. Limited (Fujian) |
Land lease contract (Qidu base) |
|||
|
||||||
64
|
2006-04-01 | - Huang Ruhui, villager of Hulougang, Production Team No. 2, Hegan Village, Qidu Town, Jiaocheng District, Ningde Municipality (Party A) - Land V. Limited (Fujian) |
Land lease contract (Qidu base) |
|||
|
||||||
65
|
2006-04-15 | - Yuan Guojin, villager of Shangzu, Production Team No. 1, Hegan Village, Qidu Town, Jiaocheng District, Ningde Municipality (Party A) - Land V. Limited (Fujian) |
Land lease contract (Qidu base) |
|||
|
||||||
66
|
2006-03-10 | - Guan Chaoqian, villager of Production Team No. 5, Hegan Village, Qidu Town, Jiaocheng District, Ningde Municipality (Party A) - Land V. Limited (Fujian) |
Land lease contract (Qidu base) |
|||
|
||||||
67
|
2006-04-22 | - Guan Chaohua, villager of Production Team No. 5, Hegan Village, Qidu Town, Jiaocheng District, Ningde Municipality (Party A) - Land V. Limited (Fujian) |
Land lease contract (Qidu base) |
|||
|
||||||
68
|
2006-03-10 | - Hulougang, Production Team No. 2, Hegan Village, Qidu Town, Jiaocheng District, Ningde Municipality (Party A) - Land V. Limited (Fujian) |
Land lease contract (Qidu base) |
|||
|
||||||
69
|
2006-03-10 | - Group 1 of Production Team No. 5, Hegan Village, Qidu Town, Jiaocheng District, Ningde Municipality (Party A) - Land V. Limited (Fujian) |
Land lease contract (Qidu base) |
|||
|
||||||
70
|
2006-03-10 | - Group 2 of Production Team No. 5, Hegan Village, Qidu Town, Jiaocheng District, Ningde Municipality (Party A) - Land V. Limited (Fujian) |
Land lease contract (Qidu base) |
|||
|
||||||
71
|
2006-03-10 | - Villagers of Shangzu, Production Team No. 1, Hegan Village, Qidu Town, Jiaocheng District, Ningde Municipality (Parry A) - Land V. Limited (Fujian) |
Land lease contract (Qidu base) |
|||
|
||||||
72
|
2006-03-10 | - Villagers of Shangzu, Production Team No. 1, Hegan Village, Qidu Town, Jiaocheng District, Ningde Muncipality (Party A) - Land V. Limited (Fujian) |
Land lease contract (Qidu base) |
13
No. | Date | Parties | Document | |||
73
|
2006-03-10 | - Villagers of Xiazu, Production Team No. 1, Hegan Village, Qidu Town, Jiaocheng District, Ningde Municipality (Party A) - Land V. Limited (Fujian) |
Land lease contract (Qidu base) |
|||
|
||||||
74
|
2006-03-10 | - Villagers of Xiazu, Production Team No. 1, Hegan Village, Qidu Town, Jiaocheng District, Ningde Municipality (Party A) - Land V. Limited (Fujian) |
Land lease contract (Qidu base) |
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75
|
2006-04-11 | - Villagers of Production Team Nos. 7, 8, 11 and 12, Sanle Village, Qidu Town, Jiaocheng District, Ningde Municipality (Party A) - Land V. Limited (Fujian) |
Land lease contract (Qidu base) |
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76
|
2006-04-29 | - Villagers of Production Team No. 5, Sanle Village, Qidu Town, Jiaocheng District, Ningde Municipality (Party A) - Land V. Limited (Fujian) |
Land lease contract (Qidu base) |
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77
|
2006-07-21 | - Cai Yingguo (Party A) - Land V. Limited (Fujian) |
Verification of the area of Shantou Base | |||
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78
|
2005-05-13 2005-05-17 |
- Wal-Mart (China) Investment Co. Ltd. - Land V. Limited (Fujian) |
Supplier Agreement (Confirmation on Amendment to Supplier Agreement attached) | |||
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79
|
2005-10-19 | - Fujian New Hua Du Supermarket Co., Ltd. (Buyer) - Land V. Limited (Fujian) |
Supplemental agreement to the supply and purchase contract, and purchase contract | |||
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80
|
2006-02-27 | - Fujian New Hua Du Supermarket Co., Ltd. - Land V. Limited (Fujian) |
Supplemental agreement to the supply and purchase contract, and purchase contract | |||
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81
|
- Carrefour Commodities Contract - Land V. Limited (Fujian) |
Supplemental agreement to the supply and purchase contract, and purchase contract | ||||
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82
|
2004-12-08 | - Food Management Station, Hubei Township, Jiaocheng District, Ningde Municipality, Fujian (Party A) - Land V. Limited (Fujian) |
Lease contract | |||
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83
|
2004-12-08 | - Food Management Station, Hubei Township, Jiaocheng District, Ningde Municipality, Fujian (Party A) - Land V. Limited (Fujian) |
Supplemental agreement (in relation to the lease contract No. 56) |
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84
|
2004-10-12 | - Hubei Township Economic Committee (Party A) - Land V. Limited (Fujian) |
Agreement for the leasing of premises | |||
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85
|
2006-11-07 | - Qianyuan Village, Luoyang Town, Quanzhou City (Party A) - Land V. Limited (Fujian) |
Lease contract | |||
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86
|
2007-04-09 | - Fuzhou Zhang Junlin Investment Co., Ltd. (Party A) - Land V. Limited (Fujian) |
Lease contract |
14
No. | Date | Parties | Document | |||
87
|
2007-04-03 | - Hong Kong Futian Co., Ltd. (Party A) - Land V. Limited (Fujian) |
Lease contract | |||
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88
|
2004-12-14 | - Shiyi Foodstuffs Co., Ltd. of Lianjiang County (Party A) - Land V. Limited (Fujian) |
Contract for the transfer and change of lands and properties | |||
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89
|
2005-08-10 | - Land V. Limited (Fujian) - Beijing Hualian Mechanical and Electrical Technology and Equipment Company (Party B) |
Procurement contract | |||
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90
|
2005-08-29 | - Land V. Limited (Fujian) - Beijing Hualian Mechanical and Electrical Technology and Equipment Company (Party B) |
Procurement contract | |||
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91
|
2005-10-13 | - Land V. Limited (Fujian) - Beijing Hualian Mechanical and Electrical Technology and Equipment Company (Party B) |
Procurement contract | |||
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92
|
2005-08-10 | - Land V. Limited (Fujian) - Beijing Hualian Mechanical and Electrical Technology and Equipment Company (Party B) |
Procurement contract | |||
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93
|
2005-03-15 | - Land V. Limited (Fujian) - Shenzhen Yunzhou Science & Technology Co., Ltd. (Party B) - Shenzhen Jianyuxing Industrial Co., Ltd. |
Contract | |||
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94
|
2004-12-30 | - Land V. Limited (Fujian) - Shengzhou Huali Refrigeration Equipment Factory |
Contract for the custom-made of refrigerators for fresh-keeping purpose | |||
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95
|
2006-02-28 | - Land V. Limited (Fujian) - Shenzhen Yunzhou Science & Technology Co., Ltd. |
Contract relating to refrigerators for vegetables preservation | |||
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96
|
2006-01-09 | - Land V. Limited (Fujian) - Shanghai Yingxiang Refrigeration Equipment Co., Ltd. |
Contract for the construction of refrigerators | |||
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97
|
2004-10-08 | - Land V. Limited (Fujian) - Wuxi Goldenstar Agro-Shed Co., Ltd. |
Contract for the sale and purchase of steel-structured sheds | |||
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98
|
2005-05-16 | - Land V. Limited (Fujian) - Taiyuan Xingfa Mountain Pute Plastic Factory, Sales Department of Chaoyang, Beijing |
Contract for the purchase of turnover boxes | |||
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99
|
2006-11-21 | - Lin Tao (Fuzhou Huagang Biotechnology Co., Ltd.) (Supplier) - Land V. Limited (Fujian) (Buyer) |
Agreement for the long-term supply of organic fertilizers | |||
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100
|
2006-10-09 | - Zibo Huamou Plastics Products Co., Ltd. of Zibo City (Supplier) - Land V. Limited (Fujian) (Buyer) |
Contract for the sale and purchase of industrial and mining products |
15
No. | Date | Parties | Document | |||
101
|
2006-10-13 | - Zibo Huamou Plastics Products Co., Ltd. of Zibo City (Supplier) - Land V. Limited (Fujian) (Buyer) |
Contract for the sale and purchase of industrial and mining products | |||
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102
|
2006-12-26 | - Zibo Huamou Plastics Products Co., Ltd. of Zibo City (Supplier) - Land V. Limited (Fujian) (Buyer) |
Contract for the sale and purchase of industrial and mining products | |||
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103
|
2006-10-17 | - Shandong Qingtian Plastics Industry Co., Ltd. (Supplier) - Land V. Limited (Fujian) (Buyer) |
Contract for the sale and purchase of industrial and mining products | |||
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104
|
2006-10-09 | - Shandong Qingtian Plastics Industry Co., Ltd. (Supplier) - Land V. Limited (Fujian) (Buyer) |
Contract for the sale and purchase of industrial and mining products | |||
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105
|
2006-10-13 | - Shandong Qingtian Plastics Industry Co., Ltd. (Supplier) - Land V. Limited (Fujian) (Buyer) |
Contract for the sale and purchase of industrial and mining products | |||
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106
|
2007-07-17 | - Zibo Huamou Plastics Products Co., Ltd. of Zibo City (Supplier) - Land V. Limited (Fujian) (Buyer) |
Contract for the sale and purchase of industrial and mining products | |||
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107
|
2007-08-06 | - Fujian Yatong New Materials and Technology Co., Ltd. (Supplier) - Land V. Limited (Fujian) (Buyer) |
Contract for the sale and purchase of industrial and mining products | |||
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108
|
2007-04-13 | - Changzhou Jiangnan Chengxin Refrigeration Equipment Factory (Supplier) - Land V. Limited (Fujian) (Buyer) |
Contract for the sale and purchase of industrial and mining products | |||
|
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109
|
2007-02-20 | - Huaian Chaimi River Agricultural Technology and Development Co., Ltd. (Supplier) - Land V. Limited (Fujian) (Buyer) |
Contract for the sale and purchase of industrial and mining products | |||
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110
|
2004-09-24 | - Land V. Limited (Fujian) - Xiesheng Decoration and Engineering Co., Ltd. |
Contract for the decoration of a culture room in Langqi base | |||
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111
|
2005-03-19 | - Land V. Limited (Fujian) - Fujian Aojiang Construction and Engineering Company |
Contract for the redevelopment of a processing factory and dormitory in Hubei base | |||
|
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112
|
2004-12-15 | - Land V. Limited (Fujian) - Fujian Aojiang Construction and Engineering Company |
Contract for the redevelopment of a processing factory in Lianjiang | |||
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113
|
2005-07-29 | - Land V. Limited (Fujian) - Xiamen Green World Horticulture Construction Co., Ltd. |
Contracting contract for the alteration of sprinkler irrigation system in Shantou base | |||
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114
|
2005-09-17 | - Land V. Limited (Fujian) - Xiamen Green World Horticulture Construction Co., Ltd. |
Contracting contract for the drip irrigation system under Mulch Film in Shantou base |
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115
|
2005-08-03 | - Land V. Limited (Fujian) - Xiamen Green World Horticulture Construction Co., Ltd. |
Contracting contract for the micro-spraying system in Shantou base |
16
No. | Date | Parties | Document | |||
116
|
2005-08-03 | - Land V. Limited (Fujian) - Xiamen Green World Horticulture Construction Co., Ltd. |
Contracting contract for the digging of wells in Shantou base for irrigation purpose | |||
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117
|
2006-01-10 | - Land V. Limited (Fujian) - Fuzhou Jiuzhou Steel-structured Greenhouse Engineering Co., Ltd. |
Contract for the construction of a processing factory in Shantou base | |||
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118
|
2007-08-08 | - Land V. Limited (Fujian) - Shantou Dayang Foodstuffs Development Corporation |
Agreement for the purchase of agricultural products signed by Shantou base | |||
|
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119
|
2006-03-03 | - Land V. Limited (Fujian) - Fuzhou Jiuzhou Steel-structured Greenhouse Engineering Co., Ltd. |
Contract for the construction of a processing factory in Huidong base | |||
|
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120
|
2007-07-07 | - Land V. Limited (Fujian) - Xinjiang Naitefeimu Changheng Modern Irrigation and Agricultural Sytem Co., Ltd. |
Contract for the purchase of irrigation equipment for Huidong base | |||
|
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121
|
2007-07-23 | - Land V. Limited (Fujian) - Xinjiang Naitefeimu Changheng Modern Irrigation and Agricultural Sytem Co., Ltd. |
Contract for the purchase of irrigation equipment for Huidong base | |||
|
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122
|
2007-09-07 | - Land V. Limited (Huidong) - Shanghai Dongfang Pump Industry Group Co., Ltd. |
Contract for the supply of products signed by Huidong base | |||
|
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123
|
2007-04-17 | - Land V. Limited (Huidong) - Xiamen Green World Horticulture Construction Co., Ltd. |
Contract for the construction of greenhouse sheds signed by Huidong base | |||
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124
|
2006-11-03 | - Land V. Limited (Zhangjiakou) - Tianjin Qiangjian Construction Co., Ltd., Construction Team No. 1 |
Contracting contract for the construction of pumping wells and sprinkler irrigation system signed by Zhangjiakou Company | |||
|
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125
|
2007-01-26 | - Land V. Limited (Zhangjiakou) - Guyuan Fengnong Agricultural and Technological Service Station |
Agreement signed by Zhangjiakou Company | |||
|
||||||
126
|
2006-02-28 | - Sun Jianguo - Land V. Limited (Fujian) |
Loan contract | |||
|
||||||
127
|
2007-02-28 | - Land V. Limited (Fujian) - Ye Jin |
Labor contract | |||
|
||||||
128
|
2007-05-01 | - Land V. Limited (Fujian) - Wang Yongbin |
Labor contract | |||
|
||||||
129
|
2008.01.14 | - Land V. Limited (Fujian) - Li Qiongying |
Labor contract |
17
No. | Date | Parties | Document | |||
1
|
2004-06-07 | - Zhang Qiaozhen (Party A) - Land V. Limited (Shenzhen) |
Premises lease contract | |||
|
||||||
2
|
2004-06-16 | - Land V. Limited (Shenzhen) - Shenzhen Yunzhou Science & Technology Co., Ltd. (Party B) |
Contract (procurement contract) | |||
|
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3
|
2007-05-19 | - Land V. Limited (Shenzhen) - Shenzhen Yunzhou Science & Technology Co., Ltd. (Party B) |
Contract (procurement contract) | |||
|
||||||
4
|
2006-03-12 | - Li Jinyang, villager of Dabu Village (Party A) - Land V. Limited (Shenzhen), Huidong Base |
Contract (land lease contract) | |||
|
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5
|
2006-03-12 | - Li |