{"id":42289,"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-transferring-agreement-zhejiang-nantian.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"equity-transferring-agreement-zhejiang-nantian","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/equity-transferring-agreement-zhejiang-nantian.html","title":{"rendered":"Equity Transferring Agreement – Zhejiang Nantian Telecommunication Group Share Co. and"},"content":{"rendered":"
[Translation]<\/b><\/p>\n\n
EQUITY TRANSFERRING AGREEMENT<\/b><\/p>\n\n
    This Agreement is made by and between the following parties: <\/p>\n\n\n<\/pre>\n\n\n\n
Seller:<\/td>\n <\/td>\nZhe Jiang Nantian telecommunication development group share company<\/td>\n<\/tr>\n
Purchaser:<\/td>\n <\/td>\nUTStarcom, Inc.,<\/td>\n<\/tr>\n<\/table>\n
    Whereas:\n<\/p>\n
    \n
    \n
    1.<\/dt>\n
    Seller
    \nand Purchaser jointly invested to set up the sino-foreign joint venture named Hangzhou Nantian Starcom telecommunication equipment Co., Ltd. (the
    \n“company”) in 1993. Till November 30, 2000, the paid in capital for the company is [***], net assets is [***]. <\/p>\n<\/dd>\n
    2.<\/dt>\n
    Before
    \nexecution of this agreement, Seller’s contribution to the company accounts for [***] of the company. Purchaser’s contribution to the company accounts
    \nfor [***]. <\/p>\n<\/dd>\n
    3.<\/dt>\n
    Seller
    \nagrees to transfer its all equities to Purchaser, and Purchaser agrees to purchase the equities. After the closing of transference, the company will be a wholly-owned
    \nsubsidiary of Purchaser. <\/dd>\n<\/dl>\n<\/ul>\n
        In
    \naccordance with the Law of People’s Republic of China on sino-foreign joint venture enterprise and some regulations on equities change of investment of foreign
    \ninvestment enterprise, adhering to the principle of equality and through friendly consultations, with honest, confident and mutual benefit, both party agree to transfer the shares under the term and
    \ncondition as follows: <\/p>\n
    1.
    \nThe status of the parties: <\/p>\n\n\n\n\n\n\n\n\n\n\n
    Seller:<\/td>\n <\/td>\nZhe Jiang Nantian telecommunication development group share company<\/td>\n<\/tr>\n
    With resident at:<\/td>\n <\/td>\nHangzhou WuLin Square East Science & Cooperate Building Rm 17-18<\/td>\n<\/tr>\n
    Legal representative:<\/td>\n <\/td>\nLiu Aifu<\/td>\n<\/tr>\n
    Title:<\/td>\n <\/td>\nChairman of the board of directors<\/td>\n<\/tr>\n
    Nationality:<\/td>\n <\/td>\nP.R.C. China<\/td>\n<\/tr>\n
    Purchaser:<\/td>\n <\/td>\nUTStarcom, Inc., with resident at 1275 Harbor Bay Parkway, Suite 100 Alameda, CA 94502 U.S.A.<\/td>\n<\/tr>\n
    Legal representative:<\/td>\n <\/td>\nYing Wu<\/td>\n<\/tr>\n
    Title:<\/td>\n <\/td>\nPresident<\/td>\n<\/tr>\n
    Nationality:<\/td>\n <\/td>\nU.S.A.<\/td>\n<\/tr>\n<\/table>\n
    2.
    \nTRANSFER OF EQUITIES <\/p>\n
      \n
          2.1 Seller
      \ncontributed [***] to the company, accounting for [***] of the total amount of investment and registered
      \ncapital. Purchaser contributed [***] to the company, accounting for [***] of the total amount of investment and registered capital. <\/p>\n
          2.2 Seller
      \nagrees to transfer equities account for [***] of the company to Purchaser, and Purchaser agrees to purchase the equities account for
      \n[***] of the company. <\/p>\n
          2.3 After
      \nthe closing of transference, the company will be a wholly-owned subsidiary of Purchaser. <\/p>\n
          2.4 The
      \ntotal amount of investment and registered capital of the company will be no change. <\/p>\n<\/ul>\n
      \n
      3.
      \nPRICE AND PAYMENT TERM <\/p>\n
        \n
            3.1 The
        \nSeller hereby agrees to sell to Purchaser [***] Equities of the company at price of [***] under the condition of
        \nthis agreement. <\/p>\n
            3.2 Purchaser
        \nhereby agree to pay to Seller before [***] in [***] to the Seller. <\/p>\n<\/ul>\n
        4.
        \nAfter the closing of transferring, the company shall change from a joint venture company to a wholly foreign owned company of Purchaser. Purchaser shall take the liabilities of the shareholder in
        \naccordance with the revised article of association, the board of directors shall be appointed by Purchaser. <\/p>\n
        5.
        \nWARRANTY <\/p>\n
          \n
              5.1 Seller
          \nhereby warranties to Purchaser that the equities transferred to Purchaser is owned by Seller and Seller has full power to transfer the shares to Purchaser.
          \nSeller warranties to Purchaser that Purchaser will not make the Purchaser to be prosecuted. <\/p>\n
              5.2 Seller
          \nhereby warranties that the execution of this Agreement and performance of this agreement have been duly and validly authorized and approved by Seller’s
          \nrelevant administration authority. <\/p>\n
              5.3 Purchaser
          \nhereby warranties that the execution of this agreement have been duly authorized. <\/p>\n
              5.4 Purchaser
          \nhereby warranties to pay the said purchase price to Seller in accordance with the provisions set forth herein this agreement. <\/p>\n
              5.5 Purchaser
          \nhereby warranties to apply for approval of the local authority and change the registration record for the share transference. Seller shall cooperate. <\/p>\n<\/ul>\n
          6.
          \nTERMINATION <\/p>\n
            \n
                6.1 This
            \nagreement shall be terminated in case one party terminates operation before the effective of this agreement or fails to receive the approval of the relevant
            \nauthorities. <\/p>\n
                6.2 The
            \nagreement shall be terminated if it is failed to get the approval from the related authority [***] from the date of this agreement. The
            \nparties shall agree to liquidate the company. <\/p>\n<\/ul>\n
            7.
            \nDISPUTATION SETTLEMENT <\/p>\n
                Any
            \ndisputes arising from the execution or in connection with the contract shall be settled through friendly consultations between both parties. In case no settlement can be reached
            \nthrough consultations, the disputes shall be submitted to Hangzhou Arbitration Commission for arbitration in accordance with its rules of procedure. The arbitral award is final and binding upon both
            \nparties. During the arbitration, the contract shall be executed continuously by both parties except for matters in disputes. <\/p>\n
            8.
            \nAPPLICABLE LAW <\/p>\n
                This
            \nagreement shall be governed by the related laws of the People’s Republic of China. <\/p>\n
                9.  The
            \npresent Agreement becomes executive on the date signed or stamped by the legal person or representative of both party, and this agreement shall come into force
            \nbeginning from the date of approval of the original authority. <\/p>\n
                The
            \npresent Agreement is made in four originals. Each party keep one original and others shall be sent to the relevant authorities for filing. All originals shall be equally
            \nauthentic. <\/p>\n
            3<\/p>\n
            \n
            \n    IN WITNESS WHEREOF<\/b>, the parties hereto have caused this Agreement to be duly executed as of the date following written. <\/p>\n\n\n\n\n\n\n\n\n\n
             <\/td>\n <\/td>\nZhe Jiang Nantian telecommunication development group share company<\/td>\n<\/tr>\n
            \n <\/td>\n <\/td>\n\nRepresentative: Bao Rongqing<\/td>\n<\/tr>\n
            \n <\/td>\n <\/td>\n<\/p>\n
            <\/td>\n<\/tr>\n
            \n <\/td>\n <\/td>\n\nDate: February 5, 2001<\/td>\n<\/tr>\n
            \n <\/td>\n <\/td>\n\nUTSTARCOM, INC.<\/td>\n<\/tr>\n
            \n <\/td>\n <\/td>\n\nRepresentative: Ying Wu<\/td>\n<\/tr>\n
            \n <\/td>\n <\/td>\n<\/p>\n
            <\/td>\n<\/tr>\n
            \n <\/td>\n <\/td>\n\nDate: February 5, 2001<\/td>\n<\/tr>\n<\/table>\n
            \n
            \n
            Translation Verification    
              <\/b><\/p>\n
                The foregoing represents a fair and accurate English translation of the original Chinese document. <\/p>\n
            Dated:
            \nMay 11, 2001 <\/p>\n\n\n\n\n
             <\/td>\n <\/td>\nBy:<\/td>\n <\/td>\n\/s\/ SHAO-NING J. CHOU   <\/p>\n
            <\/td>\n<\/tr>\n
             <\/td>\n <\/td>\nName:<\/td>\n <\/td>\nShao-Ning J. Chou<\/td>\n<\/tr>\n
             <\/td>\n <\/td>\nTitle:<\/td>\n <\/td>\nExecutive Vice President and Chief Operating Officer, China Operations<\/td>\n<\/tr>\n<\/table>\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-42289","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\/42289","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=42289"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42289"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42289"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42289"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}