{"id":42287,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/equity-transfer-agreement-guangdong-nanfang-communications.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"equity-transfer-agreement-guangdong-nanfang-communications","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/equity-transfer-agreement-guangdong-nanfang-communications.html","title":{"rendered":"Equity Transfer Agreement &#8211; Guangdong Nanfang Communications Group Co. Ltd. and UTStarcom Inc."},"content":{"rendered":"<pre>                            Equity Transfer Agreement\n\n                                  [Translation]\n\nTransferor: Guangdong Nanfang Communications Group Co. Ltd (hereinafter Party A)\nDomicile: No.138 North Guangzhou Avenue Guangzhou City\nLegal Representative: Chen Guohan\nTitle: Chairman of Board of Directors\nNationality: China\n\nTransferee: UTStarcom Inc. (hereinafter Party B)\nDomicile: 1275 Harbor Bay Parkway, suite 100 Alameda, CA95402, U.S.A.\nLegal Representative: Hong Liang Lu\nTitle: Chairman of Board of Directors\nNationality: U.S.A.\n\nParty A and Party B incorporated a Chinese-Foreign equity joint venture,\nGuangdong UTStarcom Communications Co. Ltd. (hereinafter referred to as Company)\nin 1995. Party A and Party B, in accordance with the Law of the P.R.China on\nChinese-Foreign equity Joint Ventures and the Several Provisions on the Share\nRight Variation of Investors of Foreign-Invested Enterprises, under the\nprinciples of Equality and Free Will, Consultation and Consensus, Honesty and\nGood Faith and Compensation of Equal Value, conclude this equity transfer\nagreement:\n\n[_]  The Amount of Equity to be transferred:\n\n        1.   Prior to the transfer, Party A contributes US$ 1,960,000.00\n             amounting to 49% of the Company's registered capital; Party B\n             contributes US$ 2,040,000.00 amounting to 51% of the Company's\n             registered capital.\n\n        2.   In light of the operation situation of the Company, Party A agrees\n             to transfer to Party B all the equity of the Company held by Party\n             A in accordance with this Agreement; Party B agrees to buy the said\n             equity. Party B shall own 100% of the equity of the Company after\n             the realization of the transfer.\n\n        3.   Neither the total investment amount nor the registered capital\n             shall be changed.\n\n[_]  Price of the Transferred Equity and the Payment Thereof\n\n        1.   Upon friendly consultation between Party A and Party B, Party A\n             agrees to transfer 49% of the equity of the Company held by Party A\n             at the price of 30,111,200.00 Yuan.\n\n\n\n           2.   Party B agrees to pay Party A the price of transferred equity in\n                two times after the this Agreement goes into effect:\n\n                Before December 31\/st\/, 2001, 50% of the Price of transferred\n                equity shall be paid, i.e. 15,000,000.00 Yuan.\n\n                Before January 31, 2002, the balance of 50% of the Price of\n                transferred equity shall be paid, i.e., 15,111,200.00 Yuan.\n\n[_].  The Rights and Obligations of Both Parties After the Transfer:\n\n           1.   The Company shall be run solely by Party B. Party B enjoys the\n                shareholder's rights and bears the shareholder's obligations,\n                while Party A will no longer participate in the running of the\n                Company, nor enjoy the shareholder's rights.\n\n           2.   The Company's all property, creditor's rights and debts shall\n                be undertaken by Party B, thus they have nothing to do with\n                Party A.\n\n           3.   All the contracts entered into in the name of the Company shall\n                continue to be effective; Party B shall make no rescission of\n                these contracts for any reasons unless Party B may rescind the\n                contracts upon the agreement thereon of both parties concerned.\n\n           4.   Party A shall cooperate with Party B to complete all the\n                transfer procedures; where special circumstances make it\n                impossible to transfer, Party A shall promptly refund all the\n                price of transfer to Party B.\n\n[_]   Default\n\nBoth Party A and Party B shall perform this agreement after it goes into effect;\nwhere either party breaches the agreement, the defaulting party shall bear the\ncorresponding liabilities for breach of contract.\n\n[_].  Guarantee\n\n           1.   Party A guarantees that the equity transferred to Party B in\n                accordance with the stipulations hereof are held legally by\n                Party A in the Company and that Party A has completely effective\n                right to dispose of the said equity and that no third party\n                shall make claims thereof to Party B.\n\n           2.   Party A guarantees that the approval has been obtained from the\n                competent authority and valid authorization has been acquired\n                according to the relevant provisions of laws and regulations.\n\n           3.   Party B guarantees that the necessary authorization has been\n                obtained for the conclusion hereof.\n\n           4.   Party B guarantees to pay Party A the price of the transferred\n                equity according hereto.\n\n[_].  Dispute Settlement\n\nParty A and Party B shall by friendly consultation resolve the disputes\nconcerning the validity, performance, default, rescission, indemnity and so on\nhereof. Where the disputes fail to be resolved within ninety days after the\ndisputes occur, both Parties agree to submit the disputes to the arbitration of\nGuangzhou City Arbitration Committee and the arbitration shall be conducted in\nGuangzhou in accordance with the arbitration procedures of the said Committee.\nThe arbitral awards shall be final and binding upon both Parties. During the\narbitration, the other clauses hereof shall continue to be performed except the\ndisputed parts hereof.\n\n[_].  Application of Law\n\nThis equity transfer agreement shall be governed by the laws and regulations of\nthe P.R.China.\n\n\n\n[_]. This Agreement shall be executed only after it is signed and sealed by the\nrepresentatives authorized by both Parties; it shall be valid after it is\nratified by the original ratifying authority. This Agreement has six copies of\noriginals; Party A and Party B shall hold one copy respectively and the other\ncopies shall be presented to the departments concerned for approval or records.\nAll these copies shall be equally effective at law.\n\nTransferor:                                         Transferee:\n\nGuangdong South Communications Group Co.            Utstarcom.Inc.\n\nRepresentative:                                     Representative:\n\nDate: December 18, 2001                             Date: December 18, 2001\n\nPlace of Signature: Guangzhou City, China.\n\n\n\n                            Translation Certification\n                            -------------------------\n\n     I hereby certify that the foregoing represents a fair and accurate English\ntranslation of the original Chinese document.\n\nDated: February 5, 2002\n\n                                            By: \/s\/ Michael J. Sophie\n                                                ---------------------------\n                                                Michael J. Sophie\n                                                Chief Financial Officer\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9205],"corporate_contracts_industries":[9516],"corporate_contracts_types":[9613,9617],"class_list":["post-42287","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-utstarcom-inc","corporate_contracts_industries-telecommunications__equipment","corporate_contracts_types-operations","corporate_contracts_types-operations__jv"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42287","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42287"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42287"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42287"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42287"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}