Attached files
| file | filename |
|---|---|
| 8-K - Harbin Electric, Inc | v187761_8k.htm |
| EX-10.2 - Harbin Electric, Inc | v187761_ex10-2.htm |
| EX-10.5 - Harbin Electric, Inc | v187761_ex10-5.htm |
| EX-10.4 - Harbin Electric, Inc | v187761_ex10-4.htm |
| EX-10.6 - Harbin Electric, Inc | v187761_ex10-6.htm |
| EX-10.3 - Harbin Electric, Inc | v187761_ex10-3.htm |
| EX-99.1 - Harbin Electric, Inc | v187761_ex99-1.htm |
| EX-10.7 - Harbin Electric, Inc | v187761_ex10-7.htm |
Exhibit
10.1
Share
Purchase Agreement
This
Share Purchase Agreement (the “Agreement”) is made and entered into by and
between the following parties on June 3, 2010 in Xi’an, the PRC (the People’s
Republic of China, excluding Hong Kong, Macao and Taiwan)：
Party A:
Xi’an Tech Full Simo Motor Co., Ltd.
Address:
No.159 Ming Guang Road, Economy & Technology Development Zone,
Xi’an
Party B:
Zhejiang Ximen Punching Co., Ltd.
Address:
Yazhi Village, Shengzhou City, Shaoxing City, Zhejiang Province.
Party A
is referred hereinafter to as the “Purchaser”, and Party B is referred
hereinafter to as the “Seller”.
Whereas：
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1.
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Xi’an
Tech Full Simo Lamination Co., Ltd.（the “Target
Company”）is a limited
liability company incorporated and validly existing under the PRC laws.
Its registration number is 610100100048691, registered address is No.9
Dong Zhan Road, Xin Cheng Qu, Xi’an, and registered business scope is
manufacture, making, selling and service of motors and motor fittings;
selling of metal material(excluding be prohibited); mechanical
making.
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2.
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The
Purchaser and the Seller are all the shareholders of the Target Company.
Party A and Party B are limited liability companies established and
validly existing under the PRC laws. Each holding 58.31%, 41.69% equity
interest of Target Company,
respectively.
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3.
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The
Seller is willing to sell all of the equity interest held by it in the
Target Company (the “Target Equity”) to the Purchaser and the Purchaser is
willing to buy the Target Equity (the
“Transaction”).
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Therefore,
according to the principle of equality and through discussion, the parties
hereof agree to enter into the following provisions:
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1.
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Purchase
of Share
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1.1
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The
Seller agrees to sell the Target Equity to the Purchaser and the Purchaser
agrees to purchase the Target Equity held by the Seller in accordance with
the provisions and conditions of the
Agreement.
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1.2
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The
Purchaser will be entitled to all the rights and interests related to the
Target Equity since the effectiveness of the Agreement, including but not
limited to the right to dividends, the right to elect directors and
supervisors. While the Seller shall not be entitled to any rights and
interests related to the Target Equity since effectiveness of the
Agreement, except otherwise provided for in the
Agreement.
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2.
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Price
of Purchase and its Payment
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2.1
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Except
otherwise provided for in the Agreement, as the consideration of purchase
of the Target Equity, the Purchaser shall pay RMB 179 million to Party B
within 40 days after the signing of the
Agreement.
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2.2
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The
aforesaid purchase price is final and the Purchaser has no other
obligations once paying off such purchase
price.
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2.3
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Each
party is respectively liable for the taxes and fees with respect to the
transaction of the Target Equity in accordance with the PRC
laws.
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3.
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Close
of Transaction
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3.1
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Each
party should cooperate to complete the alteration registration procedure
with the relevant authority as to the Transaction within 40 days after the
signing of the Agreement.
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3.2
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The
Transaction of the Target Equity shall be closed till the alteration
registration procedure with the relevant authority aforesaid in 3.1 is
completed.
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4.
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Representations
and Warranties
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4.1
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The
Seller makes the following representations and warranties to the Purchaser
which shall remain true, correct and not misleading till the close of the
transaction:
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|
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(1)
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The
Seller has obtained the necessary approval, permit, authorization, power
and right to sign and deliver and perform the
Agreement;
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(2)
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The
Seller has legally and validly owned the right to the Target Equity and
there is no pledge or other third party’s right on the Target
Equity;
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(3)
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The
Seller shall be liable for the Target Company’s debts, liabilities, claims
to compensate or potential debts, liabilities, claims to compensate which
it has been aware of but not disclosed to the
Purchaser.
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(4)
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To
the best of The Seller’s knowledge, there exist no pending or potential
procedures, litigations, claims, demands, Articles of Association,
objection Orders, hearings, breach of contracts, deficient notice or
investigations, directly or indirectly related to or with respect to the
Agreement, the business or assets of the Target Company or the Target
Equity.
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(5)
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The
selling of the Target Equity by the Seller to the Purchase is not and will
not in violation of the Articles of Association of the Target Company, the
contracts and agreements and other legal documents having binding effect
upon the Seller; and
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(6)
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The
Seller must not sign any contract or agreement using the name of the
shareholder of the Target Company which is detrimental to the benefit of
the Target Company after the effectiveness of the
Agreement.
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4.2
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The
Purchaser makes the following representations and warranties to the Seller
which shall remain true, correct and not misleading till the close of the
transaction:
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|
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(1)
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The
Purchaser has obtained the necessary approval, authorization, power and
right to sign and deliver the
Agreement;
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(2)
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The
signing and performance of the Agreement by the Purchaser is not and will
not in violation of the Articles of Association of the Target Company, the
contracts and agreements and other legal documents having binding effect
upon the Purchaser.
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5.
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Effectiveness
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5.1
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Each
party agrees that the Agreement shall become effective since April 1,
2010.
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6.
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Breach
of Contract
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6.1
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Any
violation of the representations, warranties and other provisions of the
Agreement shall constitute breach of the Agreement and the breaching party
shall assume relevant liabilities according to the PRC
laws.
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6.2
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If
either party to the Agreement violates the representations, warranties and
other provisions of the Agreement, which cause the purpose of the
Agreement unrealized, the other party shall has the right to terminate the
Agreement.
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7.
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Force
Majeure
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7.1
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If
the performance of the Agreement by either party is affected or delayed by
force majeure events, the affected party should give notice to the other
party immediately and provide documents introducing and proving the
occurrence of such force majeure events as well as explaining the reason
for its disability to perform or delay to perform. Both party should then
discuss and decide whether to terminate the Agreement or amend relevant
provisions. Once such force majeure events disappear, the affected party
should take actions to continue to fulfill the feasible parts of the
contract.
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7.2
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The
force majeure means all events that occur after signing of this Agreement,
the occurrence and consequence of which can not be avoided or overcame,
and hinder the performance by any party. The said events include but not
limited to injunction or action by government or public institutions,
riot, war striking and other labor disputes, terminations or
discontinuation of transportation or other public facility supplies,
epidemic, flood, fire, earthquake, typhoon, and other natural
disasters.
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8.
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Governing
Law
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8.1
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The
execution, performance and construction of the Agreement, as well as the
settlement of disputes related to or arising from the Agreement, are all
governed by the PRC laws.
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9.
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Settlement
of Disputes
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9.1
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Any
dispute resulting from the performance of or in relation to the Agreement
should be firstly resolved by friendly discussion between the Parties. If
failed, either Party may bring a suit before a PRC court in the place of
where the Target Company locates.
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10.
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Other
Matters
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10.1
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If
any part or any provision of the Agreement is treated as illegal, expired
or void or in conflict with the PRC laws, the binding effect of other
provisions should not be affected and both parties should make substitute
provisions with same or nearly similar effect as or to the intent of the
Agreement.
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10.2
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The
fact that a party is not exercising or late to exercise the right under
the Agreement dose not constitute the waiver of such right or any other
right.
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10.3
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Any
revision of or supplement or amendment to the Agreement shall not become
effective unless made in writing and signed by all parties or their
authorized representatives.
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10.4
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The
Agreement is made in two Chinese counterparts with the same legal effect
and each party holds one.
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[Below is
the signature part]
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Party
A: Xi’an Tech Full Simo Motor Co., Ltd.
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(seal)
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Legal
Representative:
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（signature）
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Party
B:
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[ ]
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(seal)
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Legal
Representative:
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（signature）
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