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Equity Transfer and Capital Increase Agreement - Beijing Century Media Culture Co. Ltd., Hunan Television and Broadcast Intermediary Co. Ltd., Shenzhen Ronghan Investment Co. Ltd. and Beijing Perspective Orient Movie and Television Co. Ltd.

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                                                                     Translation

           EQUITY TRANSFER AND CAPITAL INCREASE AGREEMENT FOR BEIJING
          PERSPECTIVE ORIENT MOVIE AND TELEVISION INTERMEDIARY CO. LTD

This agreement was signed by the following parties in Beijing, China, on June
26th, 2006:

Party A:   Beijing Century Media Culture Co., Ltd (hereafter as the "Purchaser")
           Address: 18-338 Construction Rd, Kaixuan Avenue, Liangxiang, Fangshan
           District, Beijing

Party B:   Hunan Television and Broadcast Intermediary Co., Ltd. (hereafter as
           "Hunan TV")
           Address: Gold Eagle Movie and TV Cultural Town, East of Liuyang
           Bridge, Changsha City, Hunan Province

Party C:   Shenzhen Ronghan Investment Co. Ltd (hereafter as "Ronghan
           Investment")
           Address: Section F, Fl. 31, Shenzhen Special District Newspaper
           Tower, Futian District, Shenzhen City

Party D:   Beijing Perspective Orient Movie and Television Co. Ltd (hereafter as
           "Perspective Orient")
           Address: Building 5, 46 Taiping Road, Haidian District, Beijing

The above signing parties are collectively referred to as the "parties".

Whereas:

1.   Perspective Orient is a corporation with limited liabilities, incorporated
     according to the laws of China, with a registered capital of
     RMB 1,000,000,000.

2.   Hunan TV is a limited-liability company, incorporated according to the laws
     of China, and holds 90% of the equity of Perspective Orient on the date of
     execution of this agreement; Ronghan Investment is a limited-liability
     corporation, incorporated according to the laws of China, and holds 10% of
     the equity of Perspective Orient on the date of execution of this
     agreement.

3.   Hunan TV, Ronghan Investment, and the Purchaser agree that Hunan TV sells
     to the Purchaser part of its equity of Perspective Orient pursuant to the
     articles set up under


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     this agreement, and that the Purchaser purchases the concerned equity
     ("this equity transfer") pursuant to the terms in this agreement; at the
     same time, the Purchaser is to increase capital in Perspective Orient
     ("this capital increase") pursuant to the terms in this agreement, and
     after the completion of this equity transfer and this capital increase, the
     Purchaser will hold 51% of the equity of Perspective Orient.

In order to complete this equity transfer and this capital increase, the parties
have agreed on the following:

ARTICLE 1 EQUITY TRANSFER AND CAPITAL INCREASE

1.1  The parties agree that Hunan TV transfers part of its equity of Perspective
     Orient to the Purchaser pursuant to the terms in this agreement, and that
     the Purchaser increases capital in Perspective Orient. After the completion
     of this equity transfer and this capital increase, the Purchaser will hold
     51% of the equity of Perspective Orient.

1.2  This equity transfer and this capital increase will be implemented as
     follows:

     (1)  Hunan TV transfers 42.67% of the equity of Perspective Orient to the
          Purchaser and the Purchaser makes payments to Hunan TV for the equity
          transfer pursuant to this agreement;

     (2)  After the parties have completed this equity transfer, the
          registration of changes with the Industry and Commerce Administration
          Bureau, and the changes in the corporate register of shareholders, the
          Purchaser increases capital in Perspective Orient by RMB 17,000,000
          pursuant to this agreement. After the completion of the capital
          increase, the registered capital for Perspective Orient reaches RMB
          117,000,000, and the portion of equity of Perspective Orient that the
          Purchaser holds reaches 51%.

1.3  The parties should all unconditionally sign and provide all the required
     documents for performing this equity transfer and this capital increase,
     and make sure that they complete relevant legal procedures for this equity
     transfer and this capital increase according to the Purchaser's reasonable
     request pursuant to relevant laws and regulations before the date approved
     by Hunan TV and the Purchaser, including but not limited to adopting
     resolutions at the shareholders' meeting and


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     at the Board of Directors, issuing certificates of capital, and
     administering changes in the registration with the Industry and Commerce
     Administration Bureau.

1.4  Ronghan Investment hereby agrees that it irrevocably and unconditionally
     abandons its pre-emptive purchase right to this equity transfer and the
     purchase right to this capital increase, and is committed to its due duties
     to facilitate the completion of this equity transfer and this capital
     increase, including but not limited to signing documents of shareholders'
     resolutions, revising Articles of Association, and assisting in making the
     changes in registration with the Industry and Commerce Administration
     Bureau.

1.5  Hunan TV hereby agrees that it irrevocably and unconditionally abandons its
     purchase right to this capital increase, and is committed to its due duties
     to facilitate the completion of this equity transfer and this capital
     increase, including but not limited to signing documents of shareholders'
     resolutions, revising Articles of Association, and assisting in making the
     changes in registration with the Industry and Commerce Administration
     Bureau.

ARTICLE 2 PAYMENTS OF EQUITY TRANSFER AND PAYMENTS OF CAPITAL INCREASE

2.1  After Hunan TV's consultation with the Purchaser, it is agreed that the
     transfer price for this equity transfer is set to be RMB 32,000,000. The
     first payment of equity transfer funds (RMB 7,500,000) ("the first phase
     amount for the equity transfer") and the capital increase payment (RMB
     17,000,000) should be made on the 15th business day after the Purchaser
     provides to the vendor a transaction confirmation letter in writing,
     payable into Beijing Perspective Orient Joint Account, and agreed that the
     required legal documents to administer the equity transfer and capital
     increase be signed;

2.2  Within 3 business days upon the issuance of the new business license ("new
     business license") to Beijing Perspective Orient, the Purchaser should
     provide to the vendor the certificate from the Industry and Commerce
     Administration Bureau that verifies that the registered capital of Beijing
     Perspective Orient has increased to RMB 117,000,000 and the certificate
     that verifies that the Purchaser has been registered as holding 51% of the
     equity of Beijing Perspective Orient. The Purchaser, upon receiving these
     documents, should finish reviewing them within


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     5 business days and provide the closing notification letter after verifying
     that the equity transfer and the capital increase have been completed to
     the satisfaction of the Purchaser. The vendor should administer the closing
     procedures on the date specified in the closing notification letter
     ("closing date") and jointly administer the closing procedures with the
     Purchaser, and submit all the documents required for corporate operations
     to the vendor for examination and verification ("closing").

2.3  Under the premise that the closing is completed in the form that the
     parties have verified, the Purchaser and Beijing Perspective Orient should
     release an amount equal to the "first phase amount for the equity transfer"
     from Beijing Perspective Orient Joint Account to Hunan TV as part of the
     equity transfer funds and further, the Purchaser should make a payment for
     the balance of the equity transfer funds (with the amount of RMB24,500,000)
     to Hunan TV.

ARTICLE 3 DOCUMENTS AND REGISTRATION

3.1  When this agreement is signed, the relevant parties should sign the
     Articles of Association of Perspective Orient (hereafter as "New Articles
     of Association"), which is an appendix to this agreement and all the legal
     documents necessary for completing this equity transfer and this capital
     increase, including but not limited to resolutions at shareholders'
     meetings.

3.2  The relevant parties agree that after the completion of this equity
     transfer, the Board of Directors of Perspective Orient consists of 5
     members, with 3 of them appointed by the Purchaser. The number of board
     members and those that make up the board are verified in the new Articles
     of Association. The Purchaser should notify Perspective Orient of the list
     of members it has appointed as soon as possible.

ARTICLE 4 TRANSFEROR'S WARRANTIES

4.1  On the date of signing of this agreement, Hunan TV and Ronghan Investment
     respectively warrants to the Purchaser that:

     (1)  Each of them is a lawfully subsisting business entity that is lawfully
          incorporated according to the laws of the People's Republic of China;

     (2)  Their execution and performance of this agreement:


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          i.   Is within their scope of power and business;

          ii.  Shows that each party has taken or will take necessary corporate
               action to give appropriate authorization;

          iii. Is not in violation with laws that are binding or having impact
               on it or in violation with restrictions of contracts.

     (3)  When signing this agreement, it has effectively obtained ownership,
          usage, benefit and disposition rights to the equity it owns of
          Perspective Orient, and the equity held has not been seized by the
          government, frozen, or encumbered with any guarantee rights.

4.2  Hunan TV and Ronghan Investment undertakes to bear all economic and legal
     liabilities that arise from violating the warranties in the above articles
     and to pay for any possible losses to the Purchaser. However, if Hunan TV
     and Ronghan Investment's violation of the above warranties is caused by
     reasons of the Purchaser, it should not be included.

4.3  Hunan TV and Ronghan Investment are committed to their joint and several
     responsibilities with respect to the duties and responsibilities under this
     agreement.

ARTICLE 5 TRANSFEREE'S WARRANTIES

5.1  On the signing date of this agreement, the Purchaser warrants that:

     (1)  The Purchaser is a lawfully subsisting business entity that is
          lawfully incorporated according to the laws of the People's Republic
          of China;

     (2)  The Purchaser's execution and performance of this agreement:

          i.   Is within its scope of power and business;

          ii.  Shows that it has taken or will take necessary corporate action
               to give appropriate authorization;

          iii. Is not in violation with laws that are binding or having impact
               on it or in violation with restrictions of contracts.

5.2  The Purchaser undertakes to bear all economic and legal liabilities that
     arise from violating the warranties in the above article(s) and to pay for
     any possible losses to Hunan TV. However, if the violation of the above
     warranties is caused by reasons of Hunan TV, it should not be included.


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ARTICLE 6 PROFIT AND LOSS SHARING AFTER THE EQUITY TRANSFER

6.1  From April 1, 2006, the profits and losses of Perspective Orient should be
     shared according to the proportion of equity held by the parties after this
     equity transfer and this capital increase.

ARTICLE 7 TAX

7.1  Except where there are other agreements between the two parties, the tax
     involved in the equity transfer under this agreement is to be lawfully
     borne respectively by the parties and Perspective Orient pursuant to the
     laws of the People's Republic of China and to the current relevant
     regulations specified by relevant government departments.

ARTICLE 8 TRANSFER OF THE AGREEMENT

8.1  Unless approved in writing by the other party, none of the parties shall
     transfer this agreement or any part of this agreement or any rights,
     benefits and duties under this agreement to any third party. However, if
     the Purchaser transfers its equity of Perspective Orient to a third party,
     then the Purchaser has the right to transfer its rights, benefits and/or
     duties under this agreement to the third party transferee of the equity.

ARTICLE 9 CONFIDENTIALITY

9.1  After the signing of this agreement, unless with advance written approval
     from the other party, all the parties should be committed to the following
     duties of confidentiality, whether or not the equity is completed or
     whether or not this agreement has been terminated, discontinued, dismissed,
     believed to be invalid or is completed:

     (1)  None of the parties is to disclose to any third party this agreement
          and the transactions under this agreement and any documents related to
          the equity transfer (hereafter as "confidential documents");


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     (2)  The parties can only use the confidential documents and their content
          for the purpose of transactions under this agreement and not for any
          other purpose.

9.2  If the two parties in this agreement disclose confidential documents for
     the following reasons, they are not restricted by article 9.1:

     (1)  Disclose to the parties in this agreement, directors, supervisors, and
          senior management of Perspective Orient, and financial consultants,
          accountants and lawyers hired by the parties;

     (2)  In observance of obligatory rules of laws and regulations;

     (3)  As required by government administrations.

ARTICLE 10 LIABILITIES FOR BREACHING THE AGREEMENT

10.1 If a party in this agreement breaches the agreement and causes the
     agreement not to be performed or not to be fully performed, the
     responsibilities arising from breaching should be borne by the breaching
     party. If both parties breach the agreement, then each party should bear
     the responsibilities arising from its own breaching.

10.2 From the date of signing this agreement, if it requires the parties to
     cooperate in preparing application materials, official stamps and etc. in
     the process of implementing the agreement, both parties should reasonably
     and actively cooperate and should never cause delay. The party that causes
     losses to other parties should be liable for claims for the losses.

10.3 For responsibilities due to force majeure and not due to either of the
     parties and leading to inability to complete the equity transfer, both
     parties are mutually exempt from legal liabilities.

10.4 In case of errors of any party that lead to inability to perform the
     application for approval of the equity transfer and the procedure for
     changes in registration with the Industry and Commerce Administration
     Bureau pursuant to the terms in this agreement, the party committing errors
     should compensate the non-defaulting party to the agreement for the actual
     losses in full amounts.


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10.5 This article shall still survive even if this agreement is terminated,
     discontinued, dismissed or believed to be invalid.

ARTICLE 11 NOTIFICATION

11.1 Any notification under this agreement or notifications related to this
     agreement sent by any party in this agreement should be in writing. In the
     case of delivery by a designated person, sending a registered mail to an
     address verified by all parties, or sending to another address the
     addressee provided in writing 10 days in advance, the notification is
     considered to have been delivered.

11.2 Any notification delivered by a designated person is deemed to have been
     delivered upon the signing by the addressee. If a registered mail is used,
     it is deemed to have been delivered 7 days after it was sent to the address
     of the addressee.

ARTICLE 12 CHANGES AND AMENDMENTS

12.1 The changes and amendments to this agreement should be made in writing
     after the parties consult with each other and reach consensus.

12.2 The changes and amendments to this agreement constitute an inseparable part
     of this agreement.

ARTICLE 13 APPLICABLE LAWS AND DISPUTE RESOLUTIONS

13.1 This agreement is governed under the jurisdiction of the laws of the
     People's Republic of China.

13.2 All disputes arising from the implementation of this agreement should be
     resolved by way of friendly consultation between Party A and Party B. If a
     consultation fails, either party can submit the dispute to Shanghai
     Branch-Committee of China International Economic and Trade Arbitration
     Committee for it to mediate according to the then applicable rules of
     arbitration.

13.3 The arbitration award is final and is binding on the parties. The
     arbitration fee is borne by the losing party.


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13.4 Except for issues of disputes submitted for arbitration, the parties should
     continue to perform the other articles of this agreement.

ARTICLE 14 INTERPRETATION OF THE AGREEMENT

14.1 When controversy happens among the parties in the understanding of the
     articles in this agreement, it is up to the parties to jointly interpret
     according to the principles of honesty, credibility, fairness, and
     rationality as well as according to transaction conventions. If no unified
     interpretation can be reached, it should be dealt with according to Article
     13 in this agreement.

ARTICLE 15 EFFECTIVENESS AND LANGUAGES

15.1 This agreement comes into effect on the date when the authorized
     representatives from the parties have signed, officially stamped, and
     approved by the Board of Directors respectively of the Purchaser and Hunan
     TV.

15.2 This agreement is written in Chinese and does not have duplicates in other
     languages.

15.3 This agreement comes in 8 original copies, one for each party and the rest
     for use in submitting to government administrations for review and approval
     and for conducting changes in the registration with the Industry and
     Commerce Administration Bureau.


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                           THE SIGNATURE PAGE FOR THE
 "EQUITY TRANSFER AND CAPITAL INCREASE AGREEMENT FOR BEIJING PERSPECTIVE ORIENT
                  MOVIE AND TELEVISION (INTERMEDIARY) CO. LTD"

Party A: Beijing Century Media Culture Co., Ltd.
[Company chop of Beijing Century Media Culture Co., Ltd.]


Authorized Representative: /s/
                           ---------------------------


Party B: Hunan Television and Broadcast Intermediary Co., Ltd.
[Company chop of Hunan Television and Broadcast Intermediary Co., Ltd.]


Authorized Representative: /s/
                           ---------------------------


Party C: Shenzhen Ronghan Investment Co., Ltd.
[Company chop of Shenzhen Ronghan Investment Co., Ltd.]


Authorized Representative: /s/
                           ---------------------------


Party D: Beijing Perspective Orient Movie and Television Co., Ltd.
[Company chop of Beijing Perspective Orient Movie and Television Co., Ltd.]


Authorized Representative: /s/
                           ---------------------------


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