Attached files
| file | filename |
|---|---|
| 8-K - CHINA ELECTRIC MOTOR, INC. | v204064_8k.htm |
[Ningbo
Heng Bang Long Electrical Equipment Co., Ltd.]
(as the
“Purchaser”)
and
[Ningbo
Bang Shi Da Electrical Equipment Co., Ltd.]
(as the
“Seller”)
and
Fan
Wenda
(as
the “Guarantor” of the Seller)
Supplemental
Agreement
to
Asset
and Business Purchase Agreement
November
24, 2010, in Shenzhen
TABLE
OF CONTENTS
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CHAPTER
|
PAGE
|
|
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CHAPTER I
|
DEFINITION
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2
|
|
CHAPTER II
|
CONSIDERATION
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2
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CHAPTER III
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GOVERNING LAW AND DISPUTES
RESOLUTION
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3
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CHAPTER IV
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MISCELLANEOUS
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3
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This
Supplemental Agreement to Asset and Business Purchase Agreement (this “Supplemental Agreement”)is
made and entered into by and among the following parties on November 24, 2010
(the “Execution Date”)
in the Peoples Republic of China (“China”):
|
Purchaser:
|
[Ningbo Heng Bang Long
Electrical Equipment Co., Ltd.] (the
“Purchaser”)
|
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Registered
Address: No. 17, Tian Tong Road, Hu Di Village, Lin Shan Town,
Yuyao
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|
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Legal
Representative: Wang Yue
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|
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Title:
Chairman of the Board
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Seller:
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[Ningbo Bang Shi Da Electrical
Equipment Co., Ltd.] (the “Seller”)
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Registered
Address: Hu Di Village, Lin Shan Town, Yuyao
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|
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Legal
Representative: Fan Wenda
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Title:
Chairman of the Board
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Guarantor
of the Seller:
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Fan Wenda (the
“Guarantor”)
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ID
Number: 330219197710282890
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|
|
Address:
Hu Di Village, Lin Shan Town,
Yuyao
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The
forgoing parties shall be hereinafter referred to as a “Party” respectively, and
as the “Parties” collectively.
Whereas
|
1.
|
The
Parties have executed an Asset and Business Purchase Agreement on
November 6, 2010 (the “Purchase Agreement”),
and the Seller has transferred all of the Target Assets and Target
Business to the Purchaser on November 15, 2010, when the Seller and the
Purchaser has made an inventory on all such
targets.
|
|
2.
|
The
Parties intend to adjust the Consideration provided in the Purchase
Agreement according to Article 9 of the Purchase
Agreement.
|
Trough amicable negotiation, the
Parties agrees as follows
1
CHAPTER
I DEFINITION
|
1.
|
Except
as otherwise prescribed in this Supplemental Agreement, words and
expressions used herein shall have the same meanings as defined in the
Purchase Agreement.
|
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2.
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Titles
of this Supplemental Agreement are set forth only for convenience of
reading and shall not influence the content and interpretation of any
provision.
|
CHAPTER
II CONSIDERATION
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3.
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The
Purchaser (and/or the Controller) and the Seller have performed a physical
inventory on the Target Assets pursuant to Article 9 of the Purchase
Agreement. According to the result of such physical
inventory:
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|
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(i)
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The
Fixed Assets (as listed in Exhibit I attached hereto) transferred from the
Seller to the Purchaser were valued at RMB
7,741,900.03,
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(ii)
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The
Inventory (as listed in Exhibit II attached hereto) transferred from the
Seller to the Purchaser was valued at RMB
4,642,327.82;
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(iii)
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The
Client Resources (as listed in Exhibit III attached hereto) were valued at
RMB 32,113,900.00; and
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(iv)
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The
Parties confirm that the Transferred Employees are hereby set forth in
Exhibit IV hereto.
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4.
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Based
on the result of the aforesaid physical inventory as stated in Article 3
above, the Parties agree that the final total Consideration under in the
Purchase Agreement shall be adjusted to RMB
44,498,127.85.
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5.
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Since
the Actual Value of Target Assets which is RMB 44,498,127.85 is lower than
the Evaluation Value of Target Assets which is RMB 49,322,100, the Parties
hereby confirm that the exact amount of the Second Installment
Consideration calculated based on the result of the physical count
according to Article 9 of the Purchase Agreement shall
be:
|
Second
Installment Consideration actually paid by the Purchaser = RMB 41,322,100 –
(Evaluation Value of Target Assets – Actual Value of Target Assets) = RMB
41,322,100 – (RMB 49,322,100 – RMB 44,498,127.85) = RMB 36,498,127.85.
To avoid
any doubt, the amount of the First Installment Consideration and the Third
Installment Consideration shall not change.
2
CHAPTER
III GOVERNING LAW AND DISPUTES
RESOLUTION
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6.
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This
Supplemental Agreement shall be governed, bound and protected by the laws
of the PRC. The interpretation, performance, amendment, termination,
validity and dispute resolution of this Supplemental Agreement shall be
conducted in accordance with the laws of the
PRC.
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7.
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In
the event of any dispute with respect to the execution, interpretation,
performance or validity of the provisions of this Supplemental Agreement
or any dispute related to this Supplemental Agreement, the Parties shall
negotiate in good faith to resolve the dispute. In the event the Parties
fail to reach an agreement on the resolution of such a dispute, any Party
may submit the relevant dispute to the China International Economic and
Trade Arbitration Commission (the “CIETAC”) South China Sub-Commission for
arbitration. The arbitration shall be conducted in Shenzhen in accordance
with then-effective and applicable arbitration rules of CIETAC. The
arbitration award shall be final and binding on all
Parties.
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CHAPTER
IV MISCELLANEOUS
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8.
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This
Supplemental Agreement constitutes an inseparable part of the Purchase
Agreement and both the Purchase Agreement and this Supplemental Agreement
shall be equally binding to the Parties. Expect for those
explicitly amended and superseded by this Supplemental Agreement, the
other provisions of the Purchase Agreement shall still be valid and
effective.
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9.
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This
Supplemental Agreement shall become effective upon execution by the
Parties as of the date first above
written.
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10.
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In
the event that any provision or stipulation hereunder is invalid, unlawful
or unenforceable in accordance with the laws of the PRC, any other
provisions shall remain effective and binding on all Parties without
affecting the integral performance and material contents
hereof.
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11.
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This
Supplemental Agreement is executed in three copies, each Party holding one
copy with equal legal validity.
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3
Exhibits
of this Supplemental Agreement:
Exhibit
I: List of Fixed Assets
Exhibit
II: List of Inventory
Exhibit
III: List of Client Resources
Exhibit
IV: List of Transferred Employees
[The remainder of this page has
intentionally been left blank]
4
Signature
Pages to the Supplemental Agreement to Assets and Business Purchase
Agreement.
Purchaser:
[Ningbo Heng Bang Long Electrical Equipment Co., Ltd.]
Signature/Seal: /s/ Wang Yue
[Company Seal]
Name of
Legal Representative: Wang Yue
Title:
Chairman of the Board
5
Signature
Pages to the Supplemental Agreement to Assets and Business Purchase
Agreement.
Seller:
[Ningbo Bang Shi Da Electrical Equipment Co., Ltd.]
Signature/Seal: /s/ Fan Wenda
[Company Seal]
Name of
Authorized Representative: Fan Wenda
Title:
Legal Representative
6
Signature
Pages to the Supplemental Agreement to Assets and Business Purchase
Agreement.
Guarantor:
Fan Wenda
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Signature:
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/s/ Fan Wenda
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7
Exhibit
I
List
of Fixed Assets
8
Exhibit
II
List
of Inventory
9
Exhibit
III
List
of Client Resources
10
Exhibit
IV
List
of Transferred Employees
11