{"id":42288,"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-zhejiang-provincial-telecom.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"equity-transfer-agreement-zhejiang-provincial-telecom","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/equity-transfer-agreement-zhejiang-provincial-telecom.html","title":{"rendered":"Equity Transfer Agreement – Zhejiang Provincial Telecom. Instruments Factory, UTStarcom Inc. and UTStarcom (Hangzhou) Communication Co. Ltd."},"content":{"rendered":" Equity Transfer Agreement\n\n [Translation]\n\nParty A: Zhejiang Provincial Telecom. Instruments Factory\nDomicile: No.118 Moganshan Road, Hangzhou City\nName of the Legal Representative: Huang Zhaoxing\nTitle: Director\nNationality: China\n\nParty B: UTStarcom Inc.\nDomicile: Harbour Bay Parkway, suite 100 Alameda, CA 94502, USA\nName of the Legal Representative: Hong Liang Lu\nTitle: CEO\nNationality: U.S.A.\n\nParty C: UTStarcom (Hangzhou) Communication Co., Ltd.\nDomicile: Building No.3 Yile Industrial Zone, No.129 Wenyi Road, Hangzhou City\nName of the Legal Representative: Wu Ying\nTitle: Chairman of Board of Directors\nNationality: U.S.A.\n\nWHEREAS:\n--------\n\n1. Party A and Party B are effectively existing company juridical persons\n which have been registered and incorporated in accordance with the\n currently effective laws and regulations of China; Party B is an\n effectively existing company juridical person which has been registered and\n incorporated in accordance with the currently effective laws and\n regulations of DELAWARE ,U.S.A.\n\n2. Party A and Party B incorporated the Sino-American equity joint venture,\n UTStarcom(Hangzhou) Communication Co., Ltd. (hereinafter referred to as\n Party C) in Hangzhou in 1993. Until the very day of the conclusion hereof,\n the registered capital of this company is US$12,440,000.00, of which Party\n A contributes US$1,492,800.00 amounting to 12% of the registered capital of\n this company; Party B contributes US$10,947,200.00 amounting to 88% of the\n registered capital of this company.\n\n3. The respective competent organs of Party A, Party B and Party C agree on\n the equity transfer and the corresponding guarantee issues hereunder.\n\n\n\nHereby 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 I. Transfer of Equity:\n\n 1. Party A contributes US$1,492,800.00 amounting to 12% of the\n registered capital of Party C; Party B contributes\n US$10,947,200.00 amounting to 88% of the registered capital of\n Party C.\n\n 2. Prior to the transfer of Party A's equity( i.e. prior to the\n completion of the administrative registration), the rights and\n obligations of Party C shall be enjoyed and borne by Party A.\n After the transfer of equity from Party A, 100% of Party C's\n equity shall be owned by Party B and all the rights and\n obligations of Party C shall be enjoyed and borne by Party B.\n Party A agrees to transfer to Party B all equity of Party C\n held by Party A, i.e. 12% of the total amount of Party C's\n equity and Party B agrees to accept the said equity.\n\n 3. Neither the total investment amount nor registered capital\n shall be changed prior to and during the transfer.\n\n II. Price of Equity transfer and the Payment Thereof:\n\n 1. The Price: upon friendly consultation between Party A and Party\n B, Party A agrees to transfer 12% of the equity of Party C held\n by Party A at the price of RMB(Yen)120,000,000.00 with October\n 31\/st\/, 2001 as the datum date; Party B agrees to buy such\n equity held by Party A at the above mentioned price.\n\n Note: the transfer price of RMB(Yen)120,000,000.00 has already\n included Party A's ownership interest in Party C by October\n 31\/st\/, 2001.\n\n 2. Payment:\n\n 1) Within seven days of the conclusion hereof, Party B pays\n Party A RMB(Yen)60,000,000.00, which shall be put into the\n account designated by Party A.\n\n 2) Within seven days as of the ratification hereof by the\n competent authority, Party B pays Party A 30,000,000.00\n Yuan, which is 50% of the balance after the first sum of\n equity transfer price is deducted. Party B shall pay this\n amount to Party A by the method designated by Party A.\n\n 3) Within ten days after the completion of the administrative\n registration of equity transfer with competent authority,\n Party B pays the equity transfer price of 30,000,000.00\n Yuan to Party A only one time. Party B shall pay this\n amount to Party A by the method designated by Party A.\n\n 3. Party C provides warranty for Party B's payment of the price.\n Provide that Party B failed to perform its obligations\n hereunder, Party C should bear the warrantor's responsibility\n of joint and several payment.\n\n\n\nIII. Rights and obligations of Both Parties in the Equity Transfer:\n\n 1. Within one month of the conclusion hereof, both Parties shall\n provide the corresponding documents and Party C shall handle the\n specific issues of ratification application and registration with\n competent authority.\n\n 2. Party A, Party B and Party C shall pay their respective taxes and\n fees corresponding thereto according to the laws and regulations\n concerned.\n\nIV. Rights and Obligations of Both Parties After the Completion of the Equity\n transfer\n\n 1. Party C 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 rights or bear the obligations.\n\n 2. After such transfer, Party C's all property , creditor's rights\n and debts shall be undertaken by Party B, thus they have nothing\n to do with Party A.\n\nV. Default\n\n Both Party A and Party B shall perform this agreement after it goes into\n effect; where either party breaches the agreement, the defaulting party\n shall bear the corresponding liabilities; where the default imposes losses\n upon the other party, the defaulting party shall indemnify the losses.\n Where Party B fails to pay Party A the price of equity transfer within the\n time stipulated herein, Party B agrees to increase the price to\n RMB130,000,000.00 Yuan, which is treated as the default damages.\n\nVI. 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 Party C and that Party A has completely effective\n right to dispose of the said equity.\n\n 2. Party B guarantees to pay Party A the price of equity transfer\n in accordance with the stipulations hereof.\n\n 3. Party A's transfer of the equity has been approved by the\n competent authorities, the Provincial Telecom Industrial Group\n Co. Ltd. and the Provincial Telecom Co. Ltd.\n\n 4. Party C guarantees that its guarantee issue herein has been\n approved by its competent departments.\n\nVII. Dispute Settlement\n\n Party A and Party B shall by friendly consultation resolve the disputes\n concerning the validity, performance, default, rescission, indemnity and\n so on hereof. Where the disputes fail to be resolved within sixty days\n after the disputes occur, both Parties agree to submit the disputes to the\n arbitration of Hangzhou City Arbitration Committee and the arbitration\n shall be conducted in Hangzhou in accordance with the arbitration\n procedures of the said Committee. The arbitral awards shall be final and\n binding upon both Parties. During the arbitration, the other clauses\n hereof shall continue to be performed except the disputed parts hereof.\n\nVIII. Application of Law\n\n\n\n This Equity Transfer Agreement shall be governed by the laws and regulations\nof P.R.China.\n\nIX. Supplementary Provisions\n\n 1. Only upon the formation of a written agreement thereon after the\n approval of Party A, Party B and Party C, can this Agreement be\n modified, amended or rescinded.\n\n 2. This Agreement shall be executed only after it is signed and\n sealed by the representatives authorized by Party A, Party B and\n Party C and after the first sum of 60,000,000.00 Yuan is paid to\n the account designated by Party A; this Agreement shall go into\n effect upon the approval of the competent authority.\n\n 3. This Agreement shall have nine copies of originals; Party A,\n Party B and Party C shall hold one copy respectively and the\n other copies shall be presented to the competent authorities for\n approval or records. All the copies have equal legal effect.\n\n<\/pre>\n
\n
\nParty A: Zhejiang Province Telecom. Instruments Factory Party B: UTStarcom Inc.<\/p>\nRepresentative: Representative:<\/p>\n
Date: January 21, 2002 Date: January 21, 2002
\n<\/c><\/s><\/table>\n
Party C: UTStarcom (Hangzhou) Co., Ltd.<\/p>\n
Representative:<\/p>\n
Date:<\/p>\n
Place of signature:<\/p>\n
Translation Certification
\n ————————-<\/p>\n
I hereby certify that the foregoing represents a fair and accurate
\nEnglish translation of the original Chinese document.<\/p>\n
Dated: February 5, 2002<\/p>\n
By: \/s\/ Michael J. Sophie
\n —————————————-
\n Michael J. Sophie
\n Chief Financial Officer<\/p>\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-42288","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\/42288","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=42288"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42288"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42288"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42288"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}