Kun Peng International Ltd 8-K, filed Jul 3, 2025
Kun Peng International Ltd. (KPEA)
About this 8-K
Kun Peng International Ltd filed this 8-K on July 3, 2025, reporting on events of June 10, 2025.
Items reported
- Item 1.01: Entered into a material agreement
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
Formerly known as CX Network Group Inc.
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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Registrant’s Telephone Number, Including Area Code
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Not Applicable | None | None |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
On June 10, 2025, King Eagle (China) Co., Ltd. (“King Eagle China”), Kun Peng International Ltd.’s wholly foreign owned enterprise (“WFOE”), King Eagle (Tianjin) Technology Co., Ltd. (“King Eagle Tianjin”), and the shareholders of King Eagle Tianjin (the “Original Shareholders”) entered into an agreement (the “Termination Agreement”) to terminate certain previous agreements consisting of a Business Operation Agreement, a Proxy Agreement, an Equity Disposal Agreement, and an Equity Pledge Agreement (the “Original VIE Agreements”). The Original VIE Agreements, along with an Exclusive Consultation and Service Agreement, which was amended on March 1, 2024, established King Eagle Tianjin as a variable interest entity and allowed King Eagle China to control and receive the economic benefits of King Eagle Tianjin’s business operations. The Original VIE Agreements were terminated due to the transfers by one of the Original Shareholders of his equity interests in King Eagle Tianjin.
On the same date, King Eagle China, King Eagle Tianjin, and the shareholders of King Eagle Tianjin, including the transferees of the Original Shareholder who transferred his equity interests, entered into new VIE Agreements (the “New VIE Agreements”) consisting of a Business Operation Agreement, an Agency Agreement, an Equity Disposal Agreement, and an Equity Pledge Agreement. The originally executed Exclusive Consultation and Service Agreement, as amended, remains in effect. The New VIE Agreements, along with the Exclusive Consultation and Service Agreement, continue King Eagle Tianjin’s status as a variable interest entity and allow King Eagle China to control and receive the economic benefits of King Eagle Tianjin’s business operations.
The foregoing descriptions of the Termination Agreement and the New VIE Agreements do not purport to be complete and are qualified in their entireties by reference to the full texts of those agreements, which are filed as Exhibits 99.1 through 99.5 to this Current Report on Form 8-K and are incorporated herein by reference.
Forward-Looking Statements
Matters discussed in this report may constitute forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, other than statements of historical facts. The words “believe,” “anticipate,” “intends,” “estimate,” “potential,” “may,” “should,” “expect,” “pending” and similar expressions identify forward-looking statements. The forward-looking statements in this report are based upon various assumptions. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies, which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are being filed with this Current Report on Form 8-K:
| Exhibit No. | Description | |
| 99.1 | Termination Agreement dated June 10, 2025 | |
| 99.2 | Business Operation Agreement dated June 10, 2025 | |
| 99.3 | Agency Agreement dated June 10, 2025 | |
| 99.4 | Equity Disposal Agreement dated June 10, 2025 | |
| 99.5 | Equity Pledge Agreement dated June 10, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
SIGNATURES
Pursuant to the requirements of the securities exchange act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| KUN PENG INTERNATIONAL LTD. | ||
| By: | /s/ Zhuang Richun | |
| Date: July 3, 2025 | Zhuang Richun, Chief Executive Officer | |
| 3 |
EXHIBIT 99.1
Terminate the agreement
This Termination Agreement (hereinafter referred to as “this Agreement” or “this Termination Agreement”) is made by the following parties signed on the day of June 10, 2025:
King Eagle (China) Co., Ltd. (hereinafter referred to as “King Eagle China”)
Address: 1st Floor, Building 3, No. 1001, Huihe South Street, Banbidian Village, Gaobeidian Township, Chaoyang District, Beijing.
2. Liu Cuilian
Chinese ID Number: 130226197210152121
Address: No. 105, Gengzhuang Village, Xiaguanying Town, Qian ‘an City, Hebei Province.
3. Zhang Yuanyuan
Chinese ID number: 110106198104054229
Address: Room 1106, Building 5, Hongju Street, Xuanwu District, Beijing
4. Zhang Jinjing
Chinese ID Number: 130623198101295825
Address: No. 6 Hongxing Hutong, Gaopu Village, Jiulong Town, Laishui County, Baoding City, Hebei Province.
5. Fan Zhandong
Chinese ID Number: 411224197903136437
Address: No. 10, Group 2, Wenyu Village, Wenyu Township, Lushi County, Henan Province.
6. Teng Hui
Chinese ID number: 110107198107140663
Address: No. 1207, Building 5, District 4, Jinding Street, Shijingshan District, Beijing.
7. Hu Wanfeng
Chinese ID Number: 130802196302021425
Address: Room 208, Unit 4, Building 3, Tongwangfu, Shuangqiao District, Chengde City, Hebei Province.
8. Wang Xiujin
Chinese ID Number: 332624197404241825
Address: Room 501, Unit 3, Building 7, Xicheng Nianhua Apartment, Xihu District, Hangzhou City.
9. Wang Zhizhong
Chinese ID Number: 110109196811152514
Address: No. 15, front row of the bungalow, No. 16, Xigongzhuang West Road, Haidian District, Beijing.
10. Li Chengyuan
Chinese ID Number: 232324198703060949
Address: No. 704, Group 4, 8th Committee, Erjie Street, Wangkui County, Heilongjiang Province.
The entities listed in items 2 to 10 above are collectively referred to as “the original shareholders of King Eagle Tianjin”.
11. King Eagle (Tianjin) Technology Co., Ltd. (hereinafter referred to as “King Eagle Tianjin”
Address: Room 211, 2nd Floor, No. 1, Second Street, International Logistics Zone, Tianjin Free Trade Zone (Airport Economic Zone) (No. WK-64449, Managed by Sun Wukong (Tianjin) Business Secretary Co., Ltd.)
The above-mentioned parties are collectively referred to as “all parties” and individually as “One Party”.
Whereas:
1. On [ ] year [ ] month [ ] day and [ ] year [ ] month [ ] day, King Eagle China, King Eagle Tianjin and/or the original shareholders of King Eagle Tianjin signed a series of agreements and documents (hereinafter referred to as the “original Control Agreements”). Through the control agreements, King Eagle China obtained the control over the operation and management of King Eagle Tianjin. The control agreements specifically include: The “Exclusive Consulting and Service Agreement” (hereinafter referred to as the “Exclusive Consulting and Service Agreement”) signed by King Eagle China and King Eagle Tianjin on [ ] year [ ] month [ ] day; (2) The “Equity Disposal Agreement” signed by the original shareholders of King Eagle China and King Eagle Tianjin and King Eagle Tianjin on [ ] year [ ] month [ ] day; (3) The “Equity Pledge Agreement” signed by King Eagle China and the original shareholders of King Eagle Tianjin on [ ] year [ ] month [ ] day; (4) The “Agency Agreement” signed by King Eagle China and the original shareholders of King Eagle Tianjin on [ ] year [ ] month [ ] day; And (5) The “Business Operation Agreement” signed by King Eagle China, the original shareholders of King Eagle Tianjin and King Eagle Tianjin on [ ] year [ ] month [ ] day, and its attached power of attorney (signed by the original shareholders of King Eagle Tianjin). (All the original control agreements other than the exclusive consultation and service agreement mentioned above, including the “Equity Disposal Agreement”, “Equity Pledge Agreement”, “Agency Agreement”, “Business Operation Agreement” and their attached power of attorney, hereinafter collectively referred to as the “original other control Agreements”)
2. On June 10, 2025, the equity of King Eagle Tianjin changed. The 22.74% equity of King Eagle Tianjin held by Li Chengyuan was transferred to Fan Zhandong, and the 22.74% equity of King Eagle Tianjin held by Li Chengyuan was transferred to Zhang Yuanyuan. After the equity transfer was completed, Li Chengyuan withdrew from the shareholders’ meeting.
3. Due to the above-mentioned changes in the equity of King Eagle Tianjin, after friendly consultation among all parties, it has been decided that the current shareholders of King Eagle Tianjin will sign a new relevant control agreement with King Eagle China and King Eagle Tianjin. As of the effective date of this new control agreement, the original other control agreements will be terminated.
After friendly consultation, the parties hereby reach an agreement and confirm as follows:
1. The original other control agreements shall terminate as of the date when the following conditions are met (“ Agreement Termination Date ”) :
(1) This agreement is formally signed by all parties; and
(2) King Eagle China, King Eagle Tianjin and/or the current shareholders of King Eagle Tianjin sign the new “Equity Disposal Agreement”, “Equity Pledge Agreement”, “Agency Agreement” and “Business Operation Agreement” (including the attached power of attorney) and they come into effect, enabling King Eagle China to continue to have control over the operation and management of King Eagle Tianjin through these newly signed agreements and exclusive consulting and service agreements.
The exclusive consultation and service agreement remains valid.
Each party confirms that on the termination date of this Agreement, all rights and obligations between each party under the original other control agreements shall be terminated (“ Termination of the Agreement “).
2. Each party further confirms that each party agrees to take all necessary measures to make the termination of the agreement fully effective.
3. All parties confirm and agree that before the termination date of this agreement, the original control agreement shall remain valid. Zhang Yuanyuan and Fan Zhandong shall also be bound by the original control agreement and abide by the relevant rights and obligations stipulated in the original control agreement regarding the equity of King Eagle Tianjin they have acquired.
4. After the termination of the agreement, none of the parties shall enjoy any rights or undertake any obligations (whether existing or possible) under the original other control agreements.
5. All parties confirm that none of them has violated the relevant provisions of the original control agreement.
6. This agreement shall come into effect as of the date when it is signed by all parties.
7. This agreement is made in eleven (11) copies, with each signatory retaining one copy.
[The following text on this page is blank. It is the signature page.]
[Signature Page]
This is as evidence that this termination agreement is signed by the following parties on the date at the beginning of this document.
| King Eagle (China) Co., Ltd. | ||
| (Seal) | ||
| Signed: | ||
[Signature Page]
This is as evidence that this termination agreement is signed by the following parties on the date at the beginning of this document.
| Liu Cuilian | ||
| Signed: | ||
| Name: | Liu Cuilian | |
[Signature Page]
This is as evidence that this termination agreement is signed by the following parties on the date at the beginning of this document.
| Zhang Yuanyuan | ||
| Signed: | ||
| Name: | Zhang Yuanyuan | |
[Signature Page]
This is as evidence that this termination agreement is signed by the following parties on the date at the beginning of this document.
| Zhang Jinjing | ||
| Signed: | ||
| Name: | Zhang Jinjing | |
[Signature Page]
This is as evidence that this termination agreement is signed by the following parties on the date at the beginning of this document.
| Fan Zhandong | ||
| Signed: | ||
| Name: | Fan Zhandong | |
[Signature Page]
This is as evidence that this termination agreement is signed by the following parties on the date at the beginning of this document.
| Teng Hui | ||
| Signed: | ||
| Name: | Teng Hui | |
[Signature Page]
This is as evidence that this termination agreement is signed by the following parties on the date at the beginning of this document.
| Hu Wanfeng | ||
| Signed: | ||
| Name: | Hu Wanfeng | |
[Signature Page]
This is as evidence that this termination agreement is signed by the following parties on the date at the beginning of this document.
| Wang Xiujin | ||
| Signed: | ||
| Name: | Wang Xiujin | |
[Signature Page]
This is as evidence that this termination agreement is signed by the following parties on the date at the beginning of this document.
| Wang Zhizhong | ||
| Signed: | ||
| Name: | Wang Zhizhong | |
[Signature Page]
This is as evidence that this termination agreement is signed by the following parties on the date at the beginning of this document.
| Li Chengyuan | ||
| Signed: | ||
| Name: | Li Chengyuan | |
[Signature Page]
This is as evidence that this termination agreement is signed by the following parties on the date at the beginning of this document.
| King Eagle (Tianjin) Technology Co., Ltd. | ||
| (Seal) | ||
| Signed: | ||
EXHIBIT 99.2
Business Operation Agreement
This business operation agreement (hereinafter referred to as “this Agreement”) was signed by the following parties (hereinafter referred to as “the parties to the Agreement”) in Tianjin, China on June 10, 2025:
Party A: King Eagle (China) Co., Ltd. (“ King Eagle China ”)
Address: 1st Floor, Building 3, No. 1001, Huihe South Street, Banbidian Village, Gaobeidian Township, Chaoyang District, Beijing.
Party B: King Eagle (Tianjin) Technology Co., Ltd. (“ King Eagle Tianjin ”)
Address: Room 211, 2nd Floor, No. 1, Second Street, International Logistics Zone, Tianjin Free Trade Zone (Airport Economic Zone) (No. WK-64449, Managed by Sun Wukong (Tianjin) Business Secretary Co., Ltd.)
Party C:
Liu Cuilian, ID Number: 130226197210152121
Address: No. 105, Gengzhuang Village, Xiaguanying Town, Qian ‘an City, Hebei Province.
Wang Zhizhong, ID Number: 110109196811152514
Address: No. 15, front row of the bungalow, No. 16, Chegongzhuang West Road, Haidian District, Beijing.
Zhang Jinjing, ID Number: 130623198101295825
Address: No. 6 Hongxing Hutong, Gaopu Village, Jiulong Town, Laishui County, Baoding City, Hebei Province.
Hu Wanfeng, ID number 130802196302021425
Address: Room 208, Unit 4, Building 3, Tongwangfu, Shuangqiao District, Chengde City, Hebei Province.
Zhang Yuanyuan, ID Number: 110106198104054229
Address: Room 1106, Building 5, Hongju Street, Xuanwu District, Beijing.
Teng Hui, ID Number: 110107198107140663
Address: No. 1207, Building 5, District 4, Jinding Street, Shijingshan District, Beijing.
Fan Zhandong, ID Number: 411224197903136437
Address: No. 10, Group 2, Wenyu Village, Wenyu Township, Lushi County, Henan Province.
Wang Xiujin, ID Number: 332624197404241825
Address: Room 501, Unit 3, Building 7, Xicheng Nianhua Apartment, Xihu District, Hangzhou City.
Whereas:
1. Party A is a foreign-invested enterprise legally established and validly existing within the territory of the People’s Republic of China;
2. Party B is a limited liability company registered and established in China;
3. Party A and Party B have established a business relationship by signing agreements such as the “Exclusive Consultation and Service Agreement”. Under such agreements, Party B shall make various payments to Party A. Therefore, the daily business activities of Party B will have a substantial impact on its ability to make the corresponding payments to Party A;
4. The parties of Party C are shareholders of Party B (hereinafter referred to as “shareholders”), among which Liu Cuilian, Wang Zhizhong, Zhang Jinjing and Hu Wanfeng each hold 6% of the equity, Teng Hui holds 5% of the equity, Zhang Yuanyuan holds 32.74% of the equity, Wang Xiujin holds 10.52% of the equity, and Fan Zhandong holds 27.74% of the equity.
Accordingly, after friendly consultation among the parties to the agreement and based on the principle of equality and mutual benefit, the following agreement is reached for compliance:
1. Obligation of omission
To ensure that Party B fulfills all the agreements signed with Party A and undertakes all the obligations to Party A, the shareholders hereby confirm and agree that, unless obtaining the prior written consent of Party A or other parties designated by Party A, Party B will not conduct any transactions that may substantially affect its assets, business, personnel, obligations, rights or the operation of the company, including but not limited to the following contents:
1.1 Engage in any activities that exceed the company’s normal business scope or operate the company’s business in a manner inconsistent with the past and usual.
1.2 Borrow from any third party or assume any debt.
1.3 Alter or remove any director of the company or replace any senior management personnel of the company.
1.4 Sell or acquire or otherwise dispose of any assets or rights with an amount exceeding RMB 200,000 to any third party, including but not limited to any intellectual property rights.
1.5 Provide any guarantee to any third party with its assets or intellectual property rights, or provide any other form of guarantee, or impose any other encumbrances on the company’s assets.
1.6 Amend the articles of association of the company or change the business scope of the company.
1.7 Alter the company’s normal business procedures or modify any major internal rules and regulations of the company.
1.8 Transfer the rights and obligations under this agreement to any third party.
1.9 Make significant adjustments to its business operation model, marketing strategy, business policy or customer relationships.
1.10 Distribution of dividends and bonuses in any form.
2. Business management and personnel arrangement
2.1 Party B and its shareholders hereby agree to accept the suggestions provided by Party A from time to time regarding the appointment and dismissal of company employees, the daily operation and management of the company, and the company’s financial management system, etc., and strictly implement them.
2.2 Party B and the shareholders hereby agree that the shareholders will elect the candidates designated by Party A as the directors (including executive directors) of Party B in accordance with the procedures stipulated by laws, regulations and the articles of association of the company, and prompt such elected directors to elect the chairman of the company (if applicable) in accordance with the candidates recommended by Party A. And appoint the personnel designated by Party A as the general manager, chief financial officer and other senior management personnel of Party B.
2.3 If the directors/executive directors or senior management personnel designated by Party A leave Party A, either voluntarily or are dismissed by Party A, they will simultaneously lose the qualification to hold any position in Party B. In such circumstances, the shareholders will immediately dismiss any positions held by the above-mentioned individuals in Party B and immediately elect and engage other personnel separately designated by Party A to hold such positions.
2.4 For the purposes of Article 2.3 above, the shareholders will, in accordance with the provisions of the law, the articles of association of the Company and this agreement, take all necessary internal and external procedures of the company to complete the above-mentioned dismissal and appointment procedures.
2.5 The shareholder hereby agrees that at the time of signing this agreement, the signed content as stipulated in the power of attorney in Appendix 1 of this agreement will be provided. According to this power of attorney, the shareholder will irrevocably authorize the person designated by Party A to exercise his/her shareholder rights on his/her behalf and exercise all the shareholder voting rights enjoyed by the shareholder in the name of the shareholder at the shareholders’ meeting of Party B. The shareholder further agrees that it will replace the person designated and authorized in the above-mentioned power of attorney at any time in accordance with the requirements of Party A.
3. Other agreements
3.1 If any agreement between Party A and Party B terminates or expires, Party A shall have the right to decide whether to terminate all agreements between Party A and Party B, including but not limited to the exclusive consulting and service agreement.
3.2 Given that Party A and Party B have established business relationships through signing exclusive consulting and service agreements and other agreements, Party B’s daily business operations will have a substantial impact on its ability to pay the corresponding amounts to Party A. The shareholder agrees that any dividends, dividend distributions or any other income or benefits (regardless of their specific form) obtained by it in its capacity as a shareholder of Party B from Party B shall, upon realization, Immediately pay or gratuitously transfer the proceeds or benefits to Party A without attaching any conditions and provide or take all the documents or all the actions required by Party A to realize such payment or transfer as requested by Party A.
4. All agreements and agreement modifications
4.1 This Agreement and all agreements and/or documents referred to or explicitly included therein constitute the entire agreement reached among the parties regarding the subject matter of this agreement and supersede all previous oral and written agreements, contracts, understandings and communications among the parties regarding the subject matter of this agreement.
4.2 Any modification to this agreement shall be valid only after a written agreement is signed by all parties. The amendment and supplementary agreements to this agreement, which have been appropriately signed by all parties, are integral parts of this agreement and have the same legal effect as this agreement.
5. Governing law
The signing, validity, performance and interpretation of this agreement, as well as the settlement of disputes, shall be governed by and construed in accordance with the laws of the People’s Republic of China.
6. Dispute resolution
6.1 In the event of any dispute among the parties to this Agreement regarding the interpretation and performance of the provisions under this Agreement, the parties shall resolve the dispute in good faith through consultation. If the negotiation fails, either party may submit the relevant dispute to the China International Economic and Trade Arbitration Commission for arbitration and settlement in accordance with its arbitration rules in effect at that time. The place of arbitration is Beijing and the language used for arbitration is Chinese. The arbitration award shall be final and binding on all parties.
6.2 Except for the matters in dispute among the parties, each party shall still, in good faith, continue to perform its respective obligations in accordance with the provisions of this agreement.
7. Notice
All notices given by each party to this Agreement for the performance of the rights and obligations under this Agreement shall be in writing and sent to the relevant party or the following addresses of each party in the form of personal delivery, registered mail, prepaid postage mail, approved express delivery service or graphic fax.
Party A: King Eagle (China) Co., Ltd.
Address: 1st Floor, Building 3, No. 1001, Huihe South Street, Banbidian Village, Gaobeidian Township, Chaoyang District, Beijing.
Fax: 010-87227012
Telephone: 010-87227012
Recipient: Zhang Yuanyuan
Party B: King Eagle (Tianjin) Technology Co., Ltd.
Address: Room 211, 2nd Floor, No. 1, Second Street, International Logistics Zone, Tianjin Free Trade Zone (Airport Economic Zone) (No. WK-64449, Managed by Sun Wukong (Tianjin) Business Secretary Co., Ltd.)
Telephone: 13684544678
Recipient: Wang Rui
Party C:
Liu Cuilian
Address: No. 105, Gengzhuang Village, Xiaguanying Town, Qian ‘an City, Hebei Province.
Telephone: 15830575165
Recipient: Liu Cuilian
Wang Zhizhong
Address: No. 15, front row of the bungalow, No. 16, Chegongzhuang West Road, Haidian District, Beijing.
Telephone: 13801304350
Recipient: Wang Zhizhong
Zhang Jinjing
Address: No. 6 Hongxing Hutong, Gaopu Village, Jiulong Town, Laishui County, Baoding City, Hebei Province.
Telephone: 15910272218
Recipient: Zhang Jinjing
Hu Wanfeng
Address: Room 208, Unit 4, Building 3, Tongwangfu, Shuangqiao District, Chengde City, Hebei Province.
Telephone: 18631441667
Recipient: Hu Wanfeng
Zhang Yuanyuan
Address: Room 1106, Building 5, Hongju Street, Xuanwu District, Beijing.
Telephone: 18600038886
Recipient: Zhang Yuanyuan
Teng Hui
Address: No. 1207, Building 5, District 4, Jinding Street, Shijingshan District, Beijing.
Telephone: 13264256960
Recipient: Teng Hui
Fan Zhandong
Address: No. 10, Group 2, Wenyu Village, Wenyu Township, Lushi County, Henan Province.
Telephone: 15810963865
Recipient: Fan Zhandong
Wang Xiujin
Address: Room 501, Unit 3, Building 7, Xicheng Nianhua Apartment, Xihu District, Hangzhou City.
Telephone: 13306531725
Recipient: Wang Xiujin
8. Agreement effectiveness, term and others
8.1 The written consent, suggestions, designations of Party A and other decisions that have a significant impact on the daily operation of Party B in this agreement shall be made by the board of directors/Executive director of Party A.
8.2 This agreement shall be signed and come into effect by all parties to the agreement on the date indicated at the beginning of the text. Unless Party A terminates this agreement in advance, the validity period of this agreement shall be ten years, calculated from the effective date of this agreement. Before the expiration of this agreement, if Party A makes a request, both parties shall extend the term of this agreement in accordance with Party A’s request and sign a new business operation agreement or continue to perform this agreement as required by Party A.
8.3 During the validity period of this agreement, neither Party B nor the shareholders shall terminate this agreement in advance. Party A has the right to terminate this agreement at any time by giving a written notice to Party B and shareholders 30 days in advance.
8.4 All parties hereby confirm that this agreement is a fair and reasonable agreement reached by all parties on the basis of equality and mutual benefit. If any provision or provision of this Agreement is deemed illegal or unenforceable by applicable law, such provision shall be deemed to have been removed from this Agreement and become invalid, while the remaining provisions of this Agreement shall remain valid and shall be deemed not to have been included from the very beginning. All parties shall consult with each other to replace the terms regarded as deleted with terms that are acceptable to both parties, legal and valid.
8.5 The failure of either party to exercise any right, power or privilege under this agreement shall not be treated as its waiver. The single or partial exercise of any right, power or privilege shall not preclude the exercise of any other right, power or privilege.
8.6 In witness whereof, each party, by its authorized representative, signed this agreement on the date stated at the beginning of the text as a demonstration of compliance.
[The following text is blank]
This page is blank and serves as the signing page for the “Business Operation Agreement”.
Party A: King Eagle (China) Co., Ltd.
Authorized representative:
Zhang Jianqing
This page is blank and serves as the signing page for the “Business Operation Agreement”.
Party B: King Eagle (Tianjin) Technology Co., Ltd.
Authorized representative:
Zhuang Richun
This page is blank and serves as the signing page for the “Business Operation Agreement”.
Party C:
Liu Cuilian, Wang Zhizhong,
Zhang Jinjing, Hu Wanfeng,
Zhang Yuanyuan, Teng Hui,
Fan Zhandong, Wang Xiujin,
Attachment 1: Power of Attorney
Power of Attorney
King Eagle (Tianjin) Technology Co., Ltd. (“ King Eagle Tianjin ”) shareholders Liu Cuilian, Wang Zhizhong, Zhang Jinjing, Hu Wanfeng, Zhang Yuanyuan, Teng Hui, Fan Zhandong and Wang Xiujin jointly hold 100% of the equity of King Eagle Tianjin. I, Liu Cuilian, agree to authorize King Eagle (China) Co., Ltd. (“ King Eagle China ”) to exercise the shareholder rights corresponding to the 6% equity held by me in King Eagle Tianjin. Hereby, I irrevocably authorize the licensee to exercise the following rights during the validity period of this power of authorization:
The authorized person is fully authorized to represent me and, in my name, as a shareholder holding 6% of the equity of King Eagle Tianjin, exercise all the shareholder rights I enjoy in accordance with the law and the company’s articles of association, including but not limited to: The right to propose the convening of the shareholders’ meeting, accept any notice regarding the convening and deliberation procedures of the shareholders’ meeting, participate in the shareholders’ meeting of King Eagle Tianjin and exercise all voting rights as a shareholder holding 6% of the equity (including appointing and appointing the directors, general manager, chief financial officer and other senior management personnel of King Eagle Tianjin as my authorized representative at the shareholders’ meeting of King Eagle Tianjin) Decide on dividend distribution and other matters, sell or transfer the 6% equity I hold in King Eagle Tianjin, etc.
The authorized person has the right to appoint an individual appointed by its board of directors (or executive director) to exercise the rights granted by the authorized person under this power of attorney.
Unless the “Business Operation Agreement” jointly signed by King Eagle Tianjin, King Eagle China, Wang Zhizhong, Zhang Jinjing, Hu Wanfeng, Zhang Yuanyuan, Teng Hui, Fan Zhandong, Wang Xiujin and myself is terminated in advance for any reason, the validity period of this power of attorney is ten years, calculated from the date of signing the power of attorney. Upon the expiration of the power of attorney, if King Eagle China requests it, I shall extend the term of this power of attorney in accordance with the request of King Eagle China.
[The following text is blank]
Attachment 1: Power of Attorney
Power of Attorney
King Eagle (Tianjin) Technology Co., Ltd. (“ King Eagle Tianjin “) shareholders Liu Cuilian, Wang Zhizhong, Zhang Jinjing, Hu Wanfeng, Zhang Yuanyuan, Teng Hui, Fan Zhandong and Wang Xiujin jointly hold 100% of the equity of King Eagle Tianjin. I, Wang Zhizhong, agree to authorize King Eagle (China) Co., Ltd. (“ King Eagle China “) to exercise the shareholder rights corresponding to the 6% equity held by me in King Eagle Tianjin. Hereby, I irrevocably authorize the licensee to exercise the following rights during the validity period of this power of authorization:
The authorized person is fully authorized to represent me and, in my name, as a shareholder holding 6% of the equity of King Eagle Tianjin, exercise all the shareholder rights I enjoy in accordance with the law and the company’s articles of association, including but not limited to: The right to propose the convening of the shareholders’ meeting, accept any notice regarding the convening and deliberation procedures of the shareholders’ meeting, participate in the shareholders’ meeting of King Eagle Tianjin and exercise all voting rights as a shareholder holding 6% of the equity (including appointing and appointing the directors, general manager, chief financial officer and other senior management personnel of King Eagle Tianjin as my authorized representative at the shareholders’ meeting of King Eagle Tianjin) Decide on dividend distribution and other matters, sell or transfer the 6% equity I hold in King Eagle Tianjin, etc.
The authorized person has the right to appoint an individual appointed by its board of directors (or executive director) to exercise the rights granted by the authorized person under this power of attorney.
Unless the “Business Operation Agreement” jointly signed by King Eagle Tianjin, King Eagle China, Liu Cuilian, Zhang Jinjing, Hu Wanfeng, Zhang Yuanyuan, Teng Hui, Fan Zhandong, Wang Xiujin and myself is terminated in advance for any reason, the validity period of this power of attorney is ten years, calculated from the date of signing the power of attorney. Upon the expiration of the power of attorney, if King Eagle China requests it, I shall extend the term of this power of attorney in accordance with the request of King Eagle China.
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Attachment 1: Power of Attorney
Power of Attorney
King Eagle (Tianjin) Technology Co., Ltd. (“ King Eagle Tianjin ”) shareholders Liu Cuilian, Wang Zhizhong, Zhang Jinjing, Hu Wanfeng, Zhang Yuanyuan, Teng Hui, Fan Zhandong and Wang Xiujin jointly hold 100% of the equity of King Eagle Tianjin. I, Zhang Jinjing, agree to authorize King Eagle (China) Co., Ltd. (“ King Eagle China ”) to exercise the shareholder rights corresponding to the 6% equity held by me in King Eagle Tianjin. Hereby, I irrevocably authorize the licensee to exercise the following rights during the validity period of this power of authorization:
The authorized person is fully authorized to represent me and, in my name, as a shareholder holding 6% of the equity of King Eagle Tianjin, exercise all the shareholder rights I enjoy in accordance with the law and the company’s articles of association, including but not limited to: The right to propose the convening of the shareholders’ meeting, accept any notice regarding the convening and deliberation procedures of the shareholders’ meeting, participate in the shareholders’ meeting of King Eagle Tianjin and exercise all voting rights as a shareholder holding 6% of the equity (including appointing and appointing the directors, general manager, chief financial officer and other senior management personnel of King Eagle Tianjin as my authorized representative at the shareholders’ meeting of King Eagle Tianjin) Decide on dividend distribution and other matters, sell or transfer the 6% equity I hold in King Eagle Tianjin, etc.
The authorized person has the right to appoint an individual appointed by its board of directors (or executive director) to exercise the rights granted by the authorized person under this power of attorney.
Unless the “Business Operation Agreement” jointly signed by King Eagle Tianjin, King Eagle China, Liu Cuilian, Wang Zhizhong, Hu Wanfeng, Zhang Yuanyuan, Teng Hui, Fan Zhandong, Wang Xiujin and myself is terminated in advance for any reason, the validity period of this power of attorney is ten years, calculated from the date of signing the power of attorney. Upon the expiration of the power of attorney, if King Eagle China requests it, I shall extend the term of this power of attorney in accordance with the request of King Eagle China.
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Attachment 1: Power of Attorney
Power of Attorney
King Eagle (Tianjin) Technology Co., Ltd. (“ King Eagle Tianjin ”) shareholders Liu Cuilian, Wang Zhizhong, Zhang Jinjing, Hu Wanfeng, Zhang Yuanyuan, Teng Hui, Fan Zhandong and Wang Xiujin jointly hold 100% of the equity of King Eagle Tianjin. I, Hu Wanfeng, agree to authorize King Eagle (China) Co., Ltd. (“ King Eagle China ”) to exercise the shareholder rights corresponding to the 6% equity held by me in King Eagle Tianjin. Hereby, I irrevocably authorize the licensee to exercise the following rights during the validity period of this power of authorization:
The authorized person is fully authorized to represent me and, in my name, as a shareholder holding 6% of the equity of King Eagle Tianjin, exercise all the shareholder rights I enjoy in accordance with the law and the company’s articles of association, including but not limited to: The right to propose the convening of the shareholders’ meeting, accept any notice regarding the convening and deliberation procedures of the shareholders’ meeting, participate in the shareholders’ meeting of King Eagle Tianjin and exercise all voting rights as a shareholder holding 6% of the equity (including appointing and appointing the directors, general manager, chief financial officer and other senior management personnel of King Eagle Tianjin as my authorized representative at the shareholders’ meeting of King Eagle Tianjin) Decide on dividend distribution and other matters, sell or transfer the 6% equity I hold in King Eagle Tianjin, etc.
The authorized person has the right to appoint an individual appointed by its board of directors (or executive director) to exercise the rights granted by the authorized person under this power of attorney.
Unless the “Business Operation Agreement” jointly signed by King Eagle Tianjin, King Eagle China, Liu Cuilian, Wang Zhizhong, Zhang Jinjing, Zhang Yuanyuan, Teng Hui, Fan Zhandong, Wang Xiujin and myself is terminated in advance for any reason, the validity period of this power of attorney is ten years, calculated from the date of signing the power of attorney. Upon the expiration of the power of attorney, if King Eagle China requests it, I shall extend the term of this power of attorney in accordance with the request of King Eagle China.
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Attachment 1: Power of Attorney
Power of Attorney
King Eagle (Tianjin) Technology Co., Ltd. (“ King Eagle Tianjin ”) shareholders Liu Cuilian, Wang Zhizhong, Zhang Jinjing, Hu Wanfeng, Zhang Yuanyuan, Teng Hui, Fan Zhandong and Wang Xiujin jointly hold 100% of the equity of King Eagle Tianjin. I, Zhang Yuanyuan, agree to authorize King Eagle (China) Co., Ltd. (“ King Eagle China ”) to exercise the shareholder rights corresponding to the 32.74% equity held by me in King Eagle Tianjin. Hereby, I irrevocably authorize the licensee to exercise the following rights during the validity period of this power of authorization:
The authorized person is fully authorized to represent me and, in my name, as a shareholder holding 32.74% of the equity of King Eagle Tianjin, exercise all the shareholder rights I enjoy in accordance with the law and the company’s articles of association, including but not limited to: The right to propose the convening of the shareholders’ meeting, accept any notice regarding the convening and deliberation procedures of the shareholders’ meeting, participate in the shareholders’ meeting of King Eagle Tianjin and exercise all voting rights as a shareholder holding 32.74% of the equity (including appointing and appointing the directors, general manager, chief financial officer and other senior management personnel of King Eagle Tianjin as my authorized representative at the shareholders’ meeting of King Eagle Tianjin) Decide on dividend distribution and other matters, sell or transfer the 32.74% equity I hold in King Eagle Tianjin, etc.
The authorized person has the right to appoint an individual appointed by its board of directors (or executive director) to exercise the rights granted by the authorized person under this power of attorney.
Unless the “Business Operation Agreement” jointly signed by King Eagle Tianjin, King Eagle China, Liu Cuilian, Wang Zhizhong, Zhang Jinjing, Hu Wanfeng, Teng Hui, Fan Zhandong, Wang Xiujin and myself is terminated in advance for any reason, the validity period of this power of attorney is ten years, calculated from the date of signing the power of attorney. Upon the expiration of the power of attorney, if King Eagle China requests it, I shall extend the term of this power of attorney in accordance with the request of King Eagle China.
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Attachment 1: Power of Attorney
Power of Attorney
King Eagle (Tianjin) Technology Co., Ltd. (“ King Eagle Tianjin ”) shareholders Liu Cuilian, Wang Zhizhong, Zhang Jinjing, Hu Wanfeng, Zhang Yuanyuan, Teng Hui, Fan Zhandong and Wang Xiujin jointly hold 100% of the equity of King Eagle Tianjin. I, Teng Hui, agree to authorize King Eagle (China) Co., Ltd. (“ King Eagle China ”) to exercise the shareholder rights corresponding to the 5% equity held by me in King Eagle Tianjin. Hereby, I irrevocably authorize the licensee to exercise the following rights during the validity period of this power of authorization:
The authorized person is fully authorized to represent me and, in my name, as a shareholder holding 5% of the equity of King Eagle Tianjin, exercise all the shareholder rights I enjoy in accordance with the law and the company’s articles of association, including but not limited to: The right to propose the convening of the shareholders’ meeting, accept any notice regarding the convening and deliberation procedures of the shareholders’ meeting, participate in the shareholders’ meeting of King Eagle Tianjin and exercise all voting rights as a shareholder holding 5% of the equity (including appointing and appointing the directors, general manager, chief financial officer and other senior management personnel of King Eagle Tianjin as my authorized representative at the shareholders’ meeting of King Eagle Tianjin) Decide on dividend distribution and other matters, sell or transfer the 5% equity I hold in King Eagle Tianjin, etc.
The authorized person has the right to appoint an individual appointed by its board of directors (or executive director) to exercise the rights granted by the authorized person under this power of attorney.
Unless the “Business Operation Agreement” jointly signed by King Eagle Tianjin, King Eagle China, Liu Cuilian, Wang Zhizhong, Zhang Jinjing, Hu Wanfeng, Zhang Yuanyuan, Fan Zhandong, Wang Xiujin and myself is terminated in advance for any reason, the validity period of this power of attorney is ten years, calculated from the date of signing the power of attorney. Upon the expiration of the power of attorney, if King Eagle China requests it, I shall extend the term of this power of attorney in accordance with the request of King Eagle China.
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Attachment 1: Power of Attorney
Power of Attorney
King Eagle (Tianjin) Technology Co., Ltd. (“ King Eagle Tianjin ”) shareholders Liu Cuilian, Wang Zhizhong, Zhang Jinjing, Hu Wanfeng, Zhang Yuanyuan, Teng Hui, Fan Zhandong and Wang Xiujin jointly hold 100% of the equity of King Eagle Tianjin. I, Fan Zhandong, agree to authorize King Eagle (China) Co., Ltd. (“ King Eagle China ”) to exercise the shareholder rights corresponding to the 27.74% equity held by me in King Eagle Tianjin. Hereby, I irrevocably authorize the licensee to exercise the following rights during the validity period of this power of authorization:
The authorized person is fully authorized to represent me and, in my name, as a shareholder holding 27.74% of the equity of King Eagle Tianjin, exercise all the shareholder rights I enjoy in accordance with the law and the company’s articles of association, including but not limited to: The right to propose the convening of the shareholders’ meeting, accept any notice regarding the convening and deliberation procedures of the shareholders’ meeting, participate in the shareholders’ meeting of King Eagle Tianjin and exercise all voting rights as a shareholder holding 27.74% of the equity (including appointing and appointing the directors, general manager, chief financial officer and other senior management personnel of King Eagle Tianjin as my authorized representative at the shareholders’ meeting of King Eagle Tianjin) Decide on dividend distribution and other matters, sell or transfer the 27.74% equity I hold in King Eagle Tianjin, etc.
The authorized person has the right to appoint an individual appointed by its board of directors (or executive director) to exercise the rights granted by the authorized person under this power of attorney.
Unless the “Business Operation Agreement” jointly signed by King Eagle Tianjin, King Eagle China, Liu Cuilian, Wang Zhizhong, Zhang Jinjing, Hu Wanfeng, Zhang Yuanyuan, Teng Hui, Wang Xiujin and myself is terminated in advance for any reason, the validity period of this power of attorney is ten years, calculated from the date of signing the power of attorney. Upon the expiration of the power of attorney, if King Eagle China requests it, I shall extend the term of this power of attorney in accordance with the request of King Eagle China.
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Attachment 1: Power of Attorney
Power of Attorney
King Eagle (Tianjin) Technology Co., Ltd. (“ King Eagle Tianjin ”) shareholders Liu Cuilian, Wang Zhizhong, Zhang Jinjing, Hu Wanfeng, Zhang Yuanyuan, Teng Hui, Fan Zhandong and Wang Xiujin jointly hold 100% of the equity of King Eagle Tianjin. I, Wang Xiujin, agree to authorize King Eagle (China) Co., Ltd. (“ King Eagle China ”) to exercise the shareholder rights corresponding to the 10.52% equity held by me in King Eagle Tianjin. Hereby, I irrevocably authorize the licensee to exercise the following rights during the validity period of this power of authorization:
The authorized person is fully authorized to represent me and, in my name, as a shareholder holding 10.52% of the equity of King Eagle Tianjin, exercise all the shareholder rights I enjoy in accordance with the law and the company’s articles of association, including but not limited to: The right to propose the convening of the shareholders’ meeting, accept any notice regarding the convening and deliberation procedures of the shareholders’ meeting, participate in the shareholders’ meeting of King Eagle Tianjin and exercise all voting rights as a shareholder holding 10.52% of the equity (including appointing and appointing the directors, general manager, chief financial officer and other senior management personnel of King Eagle Tianjin as my authorized representative at the shareholders’ meeting of King Eagle Tianjin) Decide on dividend distribution and other matters, sell or transfer the 10.52% equity I hold in King Eagle Tianjin, etc.
The authorized person has the right to appoint an individual appointed by its board of directors (or executive director) to exercise the rights granted by the authorized person under this power of attorney.
Unless the “Business Operation Agreement” jointly signed by King Eagle Tianjin, King Eagle China, Liu Cuilian, Wang Zhizhong, Zhang Jinjing, Hu Wanfeng, Zhang Yuanyuan, Teng Hui, Fan Zhandong and myself is terminated in advance for any reason, the validity period of this power of attorney is ten years, calculated from the date of signing the power of attorney. Upon the expiration of the power of attorney, if King Eagle China requests it, I shall extend the term of this power of attorney in accordance with the request of King Eagle China.
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Authorized person:
Liu Cuilian
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Authorized person:
King Eagle (China) Co., Ltd.
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Authorized person:
Wang Zhizhong
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Zhang Jinjing
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King Eagle (China) Co., Ltd.
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Authorized person:
Hu Wanfeng
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King Eagle (China) Co., Ltd.
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Authorized person:
Zhang Yuanyuan
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King Eagle (China) Co., Ltd.
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Authorized person:
Teng Hui
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King Eagle (China) Co., Ltd.
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Authorized person:
Fan Zhandong
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King Eagle (China) Co., Ltd.
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Authorized person:
Wang Xiujin
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Authorized person:
King Eagle (China) Co., Ltd.
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EXHIBIT 99.3
Agency Agreement
This Agency Agreement (“ This Agreement “) is entered into by the following parties on June 10, 2025 :
Party A: King Eagle (China) Co., Ltd.
Registered Address: 1st Floor, Building 3, No. 1001, Huihe South Street, Banbidian Village, Gaobeidian Township, Chaoyang District, Beijing.
Chairman: Zhang Jianqing
Party B: The shareholder/owner of King Eagle (Tianjin) Technology Co., Ltd. (a limited liability company established in accordance with Chinese law, “King Eagle Tianjin”) signed below.
Whereas
Party A is a foreign-invested limited company established in accordance with the laws of the People’s Republic of China and engaged in technical services and business consulting services.
B. As of the date of the establishment of this agreement, Party B is a shareholder/owner of King Eagle Tianjin and legally holds the equity of King Eagle Tianjin. Party B holds a total of 100% equity of King Eagle Tianjin.
C. Party B expects to grant Party A (and the person designated or authorized by Party A) as Party B’s agent the right to vote at the shareholders’/owners’ meeting of King Eagle Tianjin for the maximum legal period.
In view of this, the parties have reached the following agreement:
1. Party B hereby agrees to grant Party A an irrevocable license and, within the maximum period permitted by law, the voting rights of the shareholders/owners of King Eagle Tianjin. Party A shall exercise such voting rights in accordance with the laws of the People’s Republic of China and the articles of association of King Eagle Tianjin Company.
2. Party A may establish or modify the relevant rules regarding how to exercise the powers conferred by Party B herein. Including but not limited to stipulating the number or proportion of directors of Party A required when authorizing, taking actions, and signing the documents for taking actions. Party A must act in accordance with the above rules.
3. All parties hereby recognize that regardless of any changes in the company’s equity, Party B shall authorize the persons appointed by Party A to exercise all the voting rights of Party B’s shareholders/owners; Party B shall not transfer its shareholder/owner rights and interests in King Eagle Tianjin to any individual or other company (unless Party A or other persons or entities designated by Party A). Party B understands that even if either party or one of them no longer holds equity interests in King Eagle Tianjin, it will continue to perform the contract.
4. This agreement shall come into effect upon its signing by all parties. If one party is not a natural person, it shall have obtained all necessary formal authorizations from its internal competent authority.
5. Party B states and guarantees to Party A that Party B legally owns the equity of King Eagle Tianjin and there is no mortgage or mortgage guarantee. Except for Party A, Party B has not granted any equity or authorization letter to any person as a shareholder/owner of King Eagle Tianjin with the same rights as Party B. Party B further represents and warrants that the signing or delivery of this agreement by Party B does not violate the laws, regulations, judicial decisions, administrative orders, arbitration awards, contracts or covenants applicable to Party B. It is hereby recognized that if the agent withdraws the appointment of the relevant person, at the same time as revoking the appointment and authorization, the agent will appoint another person as a substitute to exercise the voting rights and other rights at the company’s shareholders/owners’ meeting.
6. Unless Party A gives 30 days’ notice in advance to terminate this agreement, this agreement shall not be terminated without the mutual consent of both parties.
7. Any modification and/or termination of this agreement must be in writing.
8. The signing, validity, formation and performance of this agreement shall be governed by the laws of the People’s Republic of China.
9. This agreement is made in nine copies, with each party holding one copy, and each copy has the same validity.
10. In case of any dispute arising from this agreement, both parties agree to resolve it through consultation. If the two parties fail to reach an agreement after 45 days of consultation, it shall be submitted to the China International Economic and Trade Arbitration Commission, which shall conduct arbitration in accordance with its arbitration rules in effect at that time. Arbitration shall be conducted in Beijing and the language used for arbitration shall be Chinese. The arbitration award is final and enforceable in any court with jurisdiction.
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This agreement is signed by the parties to this agreement or their authorized representatives
Party A: King Eagle (China) Co., Ltd.
Legal representative/or Authorized person (Signature) :
Name: Zhang Jianqing
Position: Chairman
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Party B
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Liu Cuilian
ID Number of the People’s Republic of China: 130226197210152121
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Wang Zhizhong
ID Number of the People’s Republic of China: 110109196811152514
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Zhang Jinjing
ID Number of the People’s Republic of China: 130623198101295825
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Hu Wanfeng
ID Number of the People’s Republic of China: 130802196302021425
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Zhang Yuanyuan
ID Number of the People’s Republic of China: 110106198104054229
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Teng Hui
ID Number of the People’s Republic of China: 110107198107140663
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Fan Zhandong
ID Number of the People’s Republic of China: 411224197903136437
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Wang Xiujin
ID Number of the People’s Republic of China: 332624197404241825
EXHIBIT 99.4
Equity Disposal Agreement
This Equity Disposal Agreement (hereinafter referred to as “this Agreement”) is signed by the following parties (hereinafter referred to as “the Parties to the Agreement”) in Tianjin, China on June 10, 2025:
Party A: King Eagle (China) Co., Ltd. (“King Eagle China”)
Address: 1st Floor, Building 3, No. 1001, Huihe South Street, Banbidian Village, Gaobeidian Town, Chaoyang District, Beijing.
Party B:
Liu Cuilian, ID Number: 130226197210152121
Address: No. 105, Gengzhuang Village, Xiaguanying Town, Qian ‘an City, Hebei Province.
Wang Zhizhong, ID Number: 110109196811152514
Address: No. 15, front row of the bungalow, No. 16, Chegongzhuang West Road, Haidian District, Beijing.
Zhang Jinjing, ID Number: 130623198101295825
Address: No. 6 Hongxing Hutong, Gaopu Village, Jiulong Town, Laishui County, Baoding City, Hebei Province.
Hu Wanfeng, ID number 130802196302021425
Address: Room 208, Unit 4, Building 3, Tongwangfu, Shuangqiao District, Chengde City, Hebei Province.
Zhang Yuanyuan, ID Number: 110106198104054229
Address: Room 1106, Building 5, Hongju Street, Xuanwu District, Beijing.
Teng Hui, ID Number: 110107198107140663
Address: No. 1207, Building 5, District 4, Jinding Street, Shijingshan District, Beijing.
Fan Zhandong, ID Number: 411224197903136437
Address: No. 10, Group 2, Wenyu Village, Wenyu Town, Lushi County, Henan Province.
Wang Xiujin, ID Number: 332624197404241825
Address: Room 501, Unit 3, Building 7, Xicheng Nianhua Apartment, Xihu District, Hangzhou City.
Party C: King Eagle (Tianjin) Technology Co., Ltd. (“King Eagle Tianjin”)
Address: Room 211, 2nd Floor, No. 1, Second Street, International Logistics Zone, Tianjin Free Trade Zone (Airport Economic Zone) (No. WK-64449, Managed by Sun Wukong (Tianjin) Business Secretary Co., Ltd.)
Whereas:
1. Party A is a foreign-invested enterprise that is legally registered and validly existing within the territory of the People’s Republic of China.
2. Party C is a limited liability company registered and established in China;
3. All parties of Party B are shareholders of King Eagle Tianjin (collectively referred to as the “Authorized Parties”), among which Liu Cuilian, Wang Zhizhong, Zhang Jinjing and Hu Wanfeng each hold 6% of the equity, Teng Hui holds 5% of the equity, Zhang Yuanyuan holds 32.74% of the equity, Wang Xiujin holds 10.52% of the equity, and Fan Zhandong holds 27.74% of the equity.
4. Party A and Party B have signed an equity pledge agreement, under which Party B provides a guarantee for King Eagle Tianjin to fulfill its obligations under the exclusive consulting and service agreement signed with Party A. To ensure the safety of the mortgage right and taking into account the technical support provided by Party A to King Eagle Tianjin and the good cooperative relationship among all parties, the following agreement is reached by all parties.
I. Grant of option
1.1 Grant
The parties to this agreement agree that from the effective date of this agreement, unless disclosed to Party A and with the prior express written permission of Party A, Party A shall have the exclusive right to choose, in accordance with the provisions of this agreement, At the lowest price permitted by the laws and regulations of the People’s Republic of China at the time of exercise, Party A or a third party designated by it may purchase at any time the option for the authorized party to hold all or part of the equity in King Eagle Tianjin. Party B agrees that, as a shareholder of Party C, before the equity held by Party B in Party C is transferred to Party A, if Party B legally obtains dividends, bonuses or remaining property from Party C, on the premise of abiding by Chinese laws and after paying the taxes and fees required by Chinese laws, Party B shall immediately pay all such income to Party A upon obtaining such income.
The parties to this agreement agree that, from the effective date of this agreement, unless disclosed to Party A and with the prior express written permission of Party A, Party A shall have the exclusive option to purchase all or part of the assets held by King Eagle Tianjin at any time by Party A or a third party designated by it in accordance with the provisions of this agreement at the minimum price permitted by the laws and regulations of the People’s Republic of China at the time of exercise.
Upon the signing and effectiveness of this agreement by all parties, Party A shall be granted the above-mentioned options, and once such authorization is granted, it shall be irrevocable or modifiable during the validity period of this agreement (including any extension in accordance with Article 1.2 below).
1.2 Term
This agreement shall be signed and come into effect by all parties to the agreement on the date indicated at the beginning of the text. The validity period of this agreement is ten years, commencing from the effective date of this agreement. Before the expiration of this agreement, if Party A requests, all parties shall extend the term of this agreement in accordance with Party A’s request and sign a separate equity disposal agreement or continue to perform this agreement as required by Party A.
II. Exercise of the Option and Delivery
2.1 Exercise Time
2.1.1 The authorized parties unanimously agrees that, subject to the laws and regulations of the People’s Republic of China, Party A may exercise some or all of the options under this agreement at any time after the signing and effectiveness of this agreement.
2.1.2 The authorized parties unanimously agree that there is no limit to the number of times Party A can exercise its rights, unless it has already acquired and held all the equity and assets of King Eagle Tianjin.
2.1.3 The authorized parties unanimously agree that Party A may appoint a third party as its representative to exercise the option. However, when exercising the option, Party A shall notify the authorized parties in writing in advance.
2.2 Disposal of the exercise price
The authorized parties unanimously agrees that when Party A exercises the rights, the entire exercise price obtained by the authorized parties as a result shall be given to King Eagle Tianjin free of charge, or the transfer of such exercise price from the authorized parties to King Eagle Tianjin shall be realized in other ways agreed in writing by Party A.
2.3 Transfer
The authorized parties unanimously agree that the options under this agreement may be partially or wholly transferred by Party A to a third party. Such transfer does not require prior consent from the authorized parties. Such third party shall be regarded as a signatory of this agreement to exercise the options in accordance with the conditions of this agreement and assume the rights and obligations of Party A under this agreement.
2.4 Notice of Exercise
If Party A exercises the rights, it shall notify the authorized parties in writing ten working days before the closing date (as defined below), and the notice shall specifically contain the following terms:
2.4.1 The effective delivery date of the equity or assets after the exercise of the option (hereinafter referred to as the “delivery date”);
2.4.2 The name of the holder whose equity or asset should be registered after the exercise of the option;
2.4.3 The quantity and proportion of equity purchased separately from the authorized person, or the details and quantity of assets;
2.4.4 Exercise Price and its payment method;
2.4.5 Power of Attorney (If the power is exercised by a third party designated by Party A).
The parties to the agreement agree that Party A may appoint a third party at any time and exercise the option, register equity or assets in the name of such third party.
2.5 Transfer of Equity
Each time Party A exercises the right of choice, within ten working days from the date of receiving the exercise notice issued by Party A in accordance with Article 2.4 of this agreement:
(1) The authorized party shall instruct King Eagle Tianjin to promptly convene a shareholders’ meeting. At such meeting, the resolution of the shareholders’ meeting approving the transfer of equity by the authorized Party to Party A and/or the third party designated by it shall be passed.
(2) The authorized party shall sign a transfer agreement with Party A (or, where applicable, a third party designated by it) that is consistent in substantive content with the equity transfer agreements listed in Annex 1 of this agreement;
(3) Each party of Party B shall sign all other necessary contracts, agreements or documents, obtain all necessary government approvals and consents, and take all necessary actions to transfer the valid ownership of the purchased equity to Party A and/or a third party designated by it without any security interests attached. And make Party A and/or the third party designated by it the industrial and commercial registered owners of the purchased equity, and submit to Party A or the third party designated by it the latest business license, articles of association and other relevant documents issued or filed and registered by the relevant Chinese competent authorities. Such documents shall reflect matters such as the equity change of King Eagle Tianjin, the change of directors and legal representative, etc.
2.6 Transfer of Assets
Each time Party A exercises the right of choice, within ten working days from the date of receiving the exercise notice issued by Party A in accordance with Article 2.4 of this agreement:
(1) King Eagle Tianjin shall promptly convene (executive) a board meeting or a shareholders’ meeting in accordance with the provisions of its articles of association. At such a meeting, a resolution approving the transfer of assets by King Eagle Tianjin to Party A and/or the third party designated by it shall be passed.
(2) King Eagle Tianjin shall sign a transfer agreement with Party A (or, where applicable, a third party designated by it) regarding the transfer of relevant assets;
(3) King Eagle Tianjin shall sign all other required contracts, agreements or documents, obtain all necessary government approvals and consents, and take all necessary actions to transfer the valid ownership of the purchased assets to Party A and/or the third party designated by it without any collateral interests. And make Party A and/or its designated third parties the registered right holders of the assets to be purchased (if applicable).
III. Statements and Guarantees
3.1 The Authorized party makes the following statements and guarantees:
3.1.1 Have the complete rights and authorization to sign and perform this agreement;
3.1.2 The performance of this agreement and the obligations under this agreement shall not violate the laws, regulations and other agreements binding on it, and does not require the approval or authorization of government departments;
3.1.3 There is no outstanding litigation, arbitration or other judicial or administrative proceedings that may substantially affect the performance of this Agreement;
3.1.4 All circumstances that may have an adverse impact on the performance of this agreement have been disclosed to Party A;
3.1.5 It has not been declared bankrupt and its financial situation is stable and sound;
3.1.6 The equity held in King Eagle Tianjin is not subject to any pledge, guarantee, debt or other third-party rights burden, and is free from third-party claims, except as stipulated in the equity pledge agreement signed by both Party A and Party B;
3.1.7 It will not impose any pledge, debt or other third-party rights burden on the equity it holds in King Eagle Tianjin, and will not dispose of the equity it holds to any person other than Party A or the third party designated by it in any way through transfer, gift, pledge or any other means;
3.1.8 The option granted to Party A shall be exclusive. The authorized party shall not grant the option or similar rights to any person other than Party A or the third party designated by it in any other way;
3.1.9 During the validity period of this agreement, the business operated by King Eagle Tianjin complies with laws, regulations, provisions and other management regulations and guidelines issued by government authorities, and there is no violation of any of the above provisions that would have a significant adverse impact on the company’s business or assets;
3.1.10 Maintain the existence of King Eagle Tianjin in accordance with good financial and commercial standards and practices. Operate its business and handle affairs prudently and effectively, make every effort to ensure that King Eagle Tianjin has the licenses, permits and approvals, etc. necessary for its continuous operation, and ensure that such licenses, permits and approvals, etc. are not cancelled, withdrawn or declared invalid;
3.1.11 At the request of Party A, provide it with all operational and financial information regarding King Eagle Tianjin;
3.1.12 Before Party A (or the third party designated by it) exercises the option and acquires all the equity or assets of King Eagle Tianjin, unless the written consent of Party A (or the third party designated by it) is obtained, King Eagle Tianjin shall not carry out the following acts:
(a) Sell, transfer, mortgage or otherwise dispose of any assets, business or income, or allow the establishment of any other security interests thereon (except those arising in the normal or routine course of business or disclosed to Party A and with the prior express written consent of Party A);
(b) Enter into transactions that will materially adversely affect its assets, liabilities, operations, equity and other legitimate rights (except those arising in the normal or daily course of business or disclosed to Party A and with the prior explicit written consent of Party A);
(c) Distribute dividends and bonuses to shareholders in any form;
(d) Any debt arises, inherits, guarantees or is permitted to exist, but (i) debts arising in the normal or routine course of business rather than through borrowing; (ii) Debts that have been disclosed to Party A and received Party A’s prior explicit written consent are excluded;
(e) Enter into any material contracts, except for those entered into during the normal course of business (for the purposes of this paragraph, a contract with a value exceeding RMB 1 million shall be regarded as a material contract);
(f) Increase or decrease the registered capital of King Eagle Tianjin through the resolution of the shareholders’ meeting, or change the structure of the registered capital separately;
(g) Supplement, amend or modify the articles of association of King Eagle Tianjin in any form;
(h) Merge or unite with any person, or acquire any person or invest in any person.
3.1.13 Before Party A (or the third party designated by it) exercises the option to obtain all the equity or assets of King Eagle Tianjin, except with the express written consent of Party A (or the third party designated by it), Party B shall not jointly or unilaterally carry out the following acts:
(a) Supplement, amend or modify the articles of association documents of King Eagle Tianjin in any form, and such supplementation, amendment or modification will materially adversely affect the assets, liabilities, operations, equity and other legitimate rights of King Eagle Tianjin (except for the situation of capital increase in proportion to meet legal requirements). Or it may affect the effective performance of this agreement and other agreements signed by Party A, Party B and King Eagle Tianjin;
(b) Facilitate King Eagle Tianjin to enter into transactions that will substantially adversely affect King Eagle Tianjin’s assets, liabilities, operations, equity and other legitimate rights (except those arising in the normal or daily course of business or disclosed to Party A and with the prior explicit written consent of Party A);
(c) Prompt the shareholders’ meeting of King Eagle Tianjin to pass the resolution on the distribution of dividends and bonuses;
(d) Sell, transfer, mortgage or otherwise dispose of any legitimate or beneficial interest in the equity of King Eagle Tianjin at any time from the effective date of this contract, or allow the establishment of any other security interest thereon;
(e) Prompt the shareholders’ meeting of King Eagle Tianjin to approve the sale, transfer, mortgage or otherwise disposal of any legitimate or beneficial interest in equity, or allow the establishment of any other security interest thereon;
(f) Prompt the shareholders’ meeting of King Eagle Tianjin to approve the merger or association of King Eagle Tianjin with any person, or the acquisition of any person or investment in any person, or any other form of reorganization;
(g) Voluntarily close down, liquidate or dissolve King Eagle Tianjin.
3.1.14 Before Party A (or the third party designated by it) exercises the option to obtain all the equity or assets of King Eagle Tianjin, each party of Party B undertakes:
(a) Immediately notify Party A in writing of any litigation, arbitration or administrative proceedings that occur or may occur regarding the equity it holds, or any circumstances that may have any adverse impact on such equity;
(b) Prompt the shareholders’ meeting of King Eagle Tianjin to review and approve the transfer of the equity purchased as stipulated in this agreement, prompt King Eagle Tianjin to amend its articles of association to reflect the transfer of equity from Party B to Party A and/or the third parties designated by it, as well as other changes described in this agreement. And immediately apply to the competent authorities in China for approval (if such approval is required by law), handle the change registration, and prompt King Eagle Tianjin to approve through the resolution of the shareholders’ meeting the appointment of the person appointed by Party A and/or the third party designated by it as the new director and the new legal representative;
(c) In order to maintain its legal and valid ownership of the equity, sign all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or make all necessary and appropriate defenses against all claims;
(d) Upon the request of Party A at any time, it shall unconditionally and immediately transfer its equity to the third party designated by it at any time and waive its pre-emptive right to purchase the aforesaid equity transfer from another existing shareholder;
(e) Strictly abide by all the provisions of this contract and other contracts jointly or separately signed by Party B and Party A, earnestly fulfill all the obligations under such contracts, and do not engage in any act/omission that is sufficient to affect the validity and enforceability of such contracts.
3.2 Commitment
The authorized party undertakes to Party A that the authorized party shall bear all expenses arising from the equity transfer and handle all necessary procedures for Party A and/or the third party designated by it to become shareholders of King Eagle Tianjin. The procedures include but are not limited to assisting Party A in obtaining the necessary approvals from the government departments related to the equity transfer, submitting the equity transfer agreement, shareholders’ meeting resolutions and other documents to the relevant industrial and commercial administrative departments, as well as amending the articles of association, the register of shareholders and other articles of association documents.
3.3 On the date of signing this contract and each closing date, each party of Party B hereby jointly and individually statements and warrants to Party A as follows:
(1) It has the power and ability to enter into and deliver this contract and any equity transfer agreement (collectively referred to as the “Transfer Agreement”) signed by it as a party under this contract for each transfer of the purchased equity (each referred to as the “Transfer Agreement”), as well as to perform its obligations under this contract and any transfer Agreement. Once this contract and the various transfer agreements to which it is a party are signed, they will constitute a legal, valid and binding obligation and can be enforced against it in accordance with its terms.
(2) Neither the signing and delivery of this contract or any transfer agreement nor the performance of its obligations under this contract or any transfer agreement shall: (i) result in the violation of any relevant Chinese laws and regulations; (ii) It conflicts with its articles of association or other organizational documents; (iii) Resulting in a breach of any contract or document that it is a party to or binding upon; (iv) Resulting in a violation of any conditions regarding the granting and/or continued validity of any license or approval granted to it; Or (v) cause any license or approval issued to it to be suspended or revoked or subject to additional conditions;
(3) Party B has good and salable ownership of all the equity of King Eagle Tianjin. Party B has not set up any security interests in the aforesaid equity.
(4) King Eagle Tianjin has no outstanding debts, except for (i) debts incurred in the normal course of its business, and (ii) debts that have been disclosed to Party A and obtained the prior explicit written consent of Party A;
(5) King Eagle Tianjin complies with all laws and regulations applicable to the acquisition of equity and assets;
(6) At present, there are no ongoing, pending or potential litigation, arbitration or administrative proceedings related to the equity, assets of King Eagle Tianjin or in connection with King Eagle Tianjin.
3.4 King Eagle Tianjin makes the following statements and warranties:
3.4.1 Have the complete rights and authorization to sign and perform this agreement;
3.4.2 The performance of this agreement and the obligations under this agreement shall not violate the laws, regulations and other agreements binding on it, and does not require the approval or authorization of government departments;
3.4.3 There is no outstanding litigation, arbitration or other judicial or administrative proceedings that may substantially affect the performance of this Agreement;
3.4.4 All circumstances that may have an adverse impact on the performance of this agreement have been disclosed to Party A;
3.4.5 It has not been declared bankrupt and its financial situation is stable and sound.
3.4.6 Except for those disclosed to Party A, there are no pledges, guarantees, liabilities or other third-party rights burdens on the assets of King Eagle Tianjin, and they are free from third-party claims, except as stipulated in the equity pledge agreement signed by both Party A and Party B.
3.4.7 Without the prior written consent of Party A, no pledge, mortgage, liability or other third-party encumbrance will be imposed on the assets held by Party A, and the assets held by Party A will not be disposed of to any person other than Party A or the third party designated by Party A by means of transfer, gift, mortgage, pledge or any other method.
3.4.8 The option granted to Party A shall be exclusive. King Eagle Tianjin shall not grant the option or similar rights to any person other than Party A or the third party designated by it in any other way.
3.4.9 During the validity period of this agreement, the business operated by King Eagle Tianjin complies with laws, regulations, provisions and other management regulations and guidelines issued by government authorities, and there is no violation of any of the above provisions that would have a significant adverse impact on the company’s business or assets.
3.4.10 Maintain the existence of King Eagle Tianjin in accordance with good financial and commercial standards and practices. Operate its business and handle affairs prudently and effectively, make every effort to ensure that King Eagle Tianjin has the licenses, permits and approvals, etc. necessary for its continuous operation, and ensure that such licenses, permits and approvals, etc. are not cancelled, withdrawn or declared invalid;
3.4.11 At the request of Party A, provide it with all operational and financial information regarding King Eagle Tianjin;
3.4.12 Take all reasonable and necessary measures and operate the business of King Eagle Tianjin, and strive to promote the preservation and appreciation of the assets of King Eagle Tianjin.
IV. Taxation
The taxes incurred by each party during the performance of this agreement shall be borne by each party itself.
V. Breach of Contract
5.1 If Party B or Party C violates this agreement or any statements or warranties it has made in this agreement, Party A may notify the breaching party in writing, requiring it to correct the breach within ten days of receiving the notice, take corresponding measures to effectively and promptly avoid the occurrence of damage results, and continue to perform this agreement. In the event of any damage, the breaching party shall compensate Party A, so that Party A can obtain all the rights and interests it is entitled to during the performance of the contract.
5.2 If Party B or Party C fails to correct its breach of contract within ten days after receiving the notice as stipulated in Article 5.1 above, Party A has the right to demand that the breaching party compensate Party A for any expenses, liabilities or losses (including but not limited to the interest paid or losses due to the breach and legal fees) suffered by Party A as a result of the breaching party. Meanwhile, Party A has the right to execute the equity transfer agreement attached to this agreement and transfer the equity held by Party B to Party A and/or the third party designated by it.
VI. Jurisdictional Laws and Dispute Resolution
6.1 Governing Laws
The laws of the People’s Republic of China shall be the applicable laws to this agreement, including but not limited to the completion, performance, validity and interpretation of this agreement.
6.2 Friendly Consultation
In the event of any dispute arising from the interpretation or performance of this agreement, the parties to the agreement shall resolve such dispute through friendly consultation or mediation by an intermediate third party. If the dispute cannot be resolved through the above-mentioned methods, it shall be submitted to the arbitration authority for resolution within 30 days from the date of the commencement of the relevant discussions mentioned above.
6.3 Arbitration
Any dispute arising from this agreement shall be submitted to the China International Economic and Trade Arbitration Commission (Beijing) for arbitration in accordance with its arbitration rules. The place of arbitration is Beijing. The arbitration award is final and binding on all parties to the agreement.
VII. Confidentiality
7.1 Confidential Information
The contents of this agreement and its annexes shall be kept confidential. Each party to the agreement shall not disclose any information of this agreement to any third party (except with the prior written consent of each party to the agreement). This clause remains valid after the termination of this agreement.
7.2 Exceptions
If confidential information should be disclosed in accordance with laws, court judgments, arbitration awards, and decisions or requirements of government administrative authorities, securities regulatory departments, stock exchanges, and stock trading institutions, the disclosure of such information shall not be regarded as a violation of the above-mentioned Article 7.1.
VIII. Others
8.1 All Agreements
All parties hereby confirm that this agreement is a fair and reasonable agreement reached by all parties on the basis of equality and mutual benefit. This agreement constitutes the entire matter of the parties to this agreement regarding the subject matter involved. Any previous discussions, consultations and agreements that are inconsistent with this agreement shall be subject to this agreement. This agreement shall be modified in writing by all parties to the agreement. The annexes to this agreement are integral parts of this agreement and have the same effect as this agreement.
8.2 Notice
8.2.1 All notices given by the parties to this Agreement for the performance of their rights and obligations under this Agreement shall be in writing and sent to the relevant party or the following address by personal delivery, registered mail, prepaid postage mail, approved express delivery service, or graphic fax:
Party A: King Eagle (China) Co., Ltd.
Address: 1st Floor, Building 3, No. 1001, Huihe South Street, Banbidian Village, Gaobeidian Town, Chaoyang District, Beijing.
Fax: 010-87227012
Telephone: 010-87227012
Recipient: Zhang Yuanyuan
Party B:
Liu Cuilian
Address: No. 105, Gengzhuang Village, Xiaguanying Town, Qian ‘an City, Hebei Province.
Telephone: 15830575165
Recipient: Liu Cuilian
Wang Zhizhong
Address: No. 15, front row of the bungalow, No. 16, Chegongzhuang West Road, Haidian District, Beijing.
Telephone: 13801304350
Recipient: Wang Zhizhong
Zhang Jinjing
Address: No. 6 Hongxing Hutong, Gaopu Village, Jiulong Town, Baoding City, Hebei Province.
Telephone: 15910272218
Recipient: Zhang Jinjing
Hu Wanfeng
Address: Room 208, Unit 4, Building 3, Tongwangfu, Shuangqiao District, Chengde City, Hebei Province.
Telephone: 18631441667
Recipient: Hu Wanfeng
Zhang Yuanyuan
Address: Room 1106, Building 5, Hongju Street, Xuanwu District, Beijing.
Telephone: 18600038886
Recipient: Zhang Yuanyuan
Teng Hui
Address: No. 1207, Building 5, District 4, Jinding Street, Shijingshan District, Beijing.
Telephone: 13264256960
Recipient: Teng Hui
Fan Zhandong
Address: No. 10, Group 2, Wenyu Village, Wenyu Township, Lushi County, Henan Province.
Telephone: 15810963865
Recipient: Fan Zhandong
Wang Xiujin
Address: Room 501, Unit 3, Building 7, Xicheng Nianhua Apartment, Xihu District, Hangzhou City.
Telephone: 13306531725
Recipient: Wang Xiujin
Party C: King Eagle (Tianjin) Technology Co., Ltd.
Address: Room 211, 2nd Floor, No. 1, Second Street, International Logistics Zone, Tianjin Free Trade Zone (Airport Economic Zone) (No. WK-64449, Managed by Sun Wukong (Tianjin) Business Secretary Co., Ltd.)
Telephone: 13684544678
Recipient: Wang Rui
8.2.2 Notices and letters shall be deemed to have been served under the following circumstances:
8.2.2.1 If served by fax, the date recorded on the fax shall prevail. However, if the fax is served later than 5 p.m. or on a non-working day at the place of service, the next working day after the date recorded on the fax shall be the date of service.
8.2.2.2 If delivered by a dedicated person (including express mail), the date of signature for receipt shall prevail.
8.2.2.3 If delivered by registered mail, the 15th day after the date on the registered mail receipt shall be taken as the standard.
8.2.3 Binding Force
This agreement is binding on all parties to the agreement.
8.3 Language
This agreement is made in ten copies, written in Chinese, with each party to the agreement holding one copy.
8.4 Days and working days
The “day” referred to in this agreement shall be based on the date on the calendar; The “working days” referred to in this agreement are from Monday to Friday.
8.5 Title
The headings of this agreement are for convenience of reading only and shall not be used for the interpretation of the agreement.
8.6 Supplementary Provisions
The obligations, commitments and responsibilities of the authorized party towards Party A under this agreement are both individual and joint, and the authorized parties bear joint and several liability to each other. As far as Party A is concerned, the breach of contract by any of the authorizing parties shall automatically constitute the breach of contract by the authorizing party.
8.7 Outstanding Matters
For matters not stipulated in this agreement, the parties to the agreement shall resolve them through consultation in accordance with the laws of the People’s Republic of China.
This page is blank and serves as the signing page for the “Equity Disposal Agreement”.
Party A: King Eagle (China) Co., Ltd.
Authorized representative:
Zhang Jianqing
This page is blank and serves as the signing page for the “Equity Disposal Agreement”.
Party B:
Liu Cuilian, Wang Zhizhong,
Zhang Jinjing, Hu Wanfeng,
Zhang Yuanyuan, Teng Hui,
Fan Zhandong, Wang Xiujin,
This page is blank and serves as the signing page for the “Equity Disposal Agreement”.
Party C:
King Eagle (Tianjin) Technology Co., LTD
Authorized representative:
Zhuang Richun
Attachment 1: Equity Transfer Agreement
Equity Transfer Agreement
This Equity Transfer Agreement (hereinafter referred to as “this Agreement”) was signed by the following parties in Tianjin on [ ] year [ ] month [ ] day:
Party A: King Eagle (China) Co., Ltd.
Address: 1st Floor, Building 3, No. 1001, Huihe South Street, Banbidian Village, Gaobeidian Township, Chaoyang District, Beijing.
Party B:
Liu Cuilian, ID Number: 130226197210152121
Address: No. 105, Gengzhuang Village, Xiaguanying Town, Qian ‘an City, Hebei Province.
Wang Zhizhong, ID Number: 110109196811152514
Address: No. 15, front row of the bungalow, No. 16, Chegongzhuang West Road, Haidian District, Beijing.
Zhang Jinjing, ID Number: 130623198101295825
Address: No. 6 Hongxing Hutong, Gaopu Village, Laishui County, Jiulong Town, Baoding City, Hebei Province.
Hu Wanfeng, ID number 130802196302021425
Address: Room 208, Unit 4, Building 3, Tongwangfu, Shuangqiao District, Chengde City, Hebei Province.
Zhang Yuanyuan, ID Number: 110106198104054229
Address: Room 1106, Building 5, Hongju Street, Xuanwu District, Beijing.
Teng Hui, ID Number: 110107198107140663
Address: No. 1207, Building 5, District 4, Jinding Street, Shijingshan District, Beijing.
Fan Zhandong, ID Number: 411224197903136437
Address: No. 10, Group 2, Wenyu Village, Wenyu Township, Lushi County, Henan Province.
Wang Xiujin, ID Number: 332624197404241825
Address: Room 501, Unit 3, Building 7, Xicheng Nianhua Apartment, Xihu District, Hangzhou City.
Party C: King Eagle (Tianjin) Technology Co., Ltd. (“ King Eagle Tianjin ”)
Address: Room 211, 2nd Floor, No. 1, Second Street, International Logistics Zone, Tianjin Free Trade Zone (Airport Economic Zone) (No. WK-64449, Managed by Sun Wukong (Tianjin) Business Secretary Co., Ltd.)
In this contract, Party A, Party B and Party C shall each be referred to as “one Party” hereinafter and collectively as “all parties”.
Whereas:
1. Party A is a foreign-invested enterprise registered and existing in the People’s Republic of China (hereinafter referred to as “China”);
2. Party C is a fully domestic-funded company registered in Tianjin, China. Currently, Party B holds a total of 100% of the equity of Party C (hereinafter referred to as “the relevant equity”). and
3. Party B is willing to comply with the relevant provisions of the “Equity Disposal Agreement” signed by Party B and Party A on [ ] year [ ] month [ ] day, and when Party A and/or the third party designated by it exercise its option, transfer part or all of the equity it holds in Party C to Party A and/or the third party designated by it. Party A and/or the third party designated by it agree to acquire the equity (hereinafter referred to as “Equity Transfer”).
Based on this, both parties have reached the following agreement through consultation:
1. Equity transfer
1.1 Party B agrees to transfer the relevant equity to Party A. Among them, Liu Cuilian, Wang Zhizhong, Zhang Jinjing and Hu Wanfeng in Party B each transfer 6% of the equity, Teng Hui in Party B transfers 5% of the equity, Zhang Yuanyuan in Party B transfers 32.74% of the equity, Wang Xiujin in Party B transfers 10.52% of the equity, and Fan Zhandong in Party B transfers 27.74% of the equity. Party A agrees to accept such transfers. After the transfer is completed, Party A holds 100% of the equity of Party C.
1.2 As consideration for the equity transfer, Party A shall, in accordance with the provisions of Article 2, pay RMB ____ to each of Liu Cuilian, Wang Zhizhong, Zhang Jinjing and Hu Wanfeng in Party B, RMB ____ to Teng Hui in Party B, RMB ____ to Zhang Yuanyuan in Party B and RMB ____ to Wang Xiujin in Party B. To Fan Zhandong of Party B, pay RMB ____.
1.3 Party B agrees to the equity transfer act under this article and is willing and will prompt the other shareholders of Party C (except Party B) to be willing to sign the necessary documents including the resolution of the shareholders’ meeting and the letter of waiving the pre-emptive purchase of the relevant equity, and assist in handling other necessary procedures for the equity transfer.
1.4 Party B and Party C shall jointly and respectively be responsible for taking all necessary actions, including but not limited to signing this agreement, passing resolutions of the shareholders’ meeting, amendments to the articles of association, etc., to achieve the transfer of equity from Party B to Party A. And be responsible for completing all government approval or industrial and commercial registration and filing procedures within ten working days from the date when Party A issues the exercise notice in accordance with the provisions of the “Equity Disposal Agreement”, making Party A the registered owner of such equity.
2. Payment of the equity transfer proceeds
2.1 Within 5 working days after the signing of this agreement, Party A shall pay RMB ____ to Liu Cuilian, Wang Zhizhong, Zhang Jinjing and Hu Wanfeng respectively, RMB ____ to Teng Hui, RMB ____ to Zhang Yuanyuan, RMB ____ to Wang Xiujin and RMB ____ to Fan Zhandong.
2.2 Party B shall issue an appropriate receipt to Party A within 5 working days after receiving each payment as described in Article 2.1.
3. Declarations and Warranties
3.1 The parties to this agreement respectively declare and warrant as follows:
(a) This party is a legally established and existing company or an individual with full capacity for civil conduct, and has the full power and ability to sign and perform this agreement and other documents related to this agreement necessary to achieve the purposes of this agreement;
(b) This party has taken or will take all necessary actions to appropriately and effectively authorize the signing, delivery and performance of this Agreement and all other documents related to the transactions under this Agreement, and such signing, delivery and performance do not violate any relevant laws, regulations and government requirements, and do not infringe upon the legitimate rights and interests of any third party.
3.2 Party B and Party C jointly and respectively declare and warrant to Party A as follows:
(a) Party B currently legally and validly holds 100% of the equity of Party C. The acquisition and holding of such equity by Party B do not violate any laws, regulations or government decisions, nor do they infringe upon the interests and rights of any third party.
(b) Party C is a limited liability company appropriately established and validly existing in accordance with the laws of China. It has complete capacity for rights and conduct, and is entitled to own, dispose of and operate its assets and business, and to carry out the business it is currently conducting or plans to conduct. Party C has obtained all the licenses, qualification certificates or other approval, verification, filing or registration procedures from government departments for engaging in all the businesses stated in its business license.
(c) Since its establishment, Party C has not engaged in any behavior that violates relevant laws, regulations or government provisions;
(d) There are no security interests or any other third-party rights in the equity held by Party B in Party C, except as otherwise agreed by both Party A and Party B;
(e) This party has not omitted providing Party A with any documents or information related to Party C or its business that may affect its decision to enter into this agreement;
(f) Prior to the completion of the equity transfer, this party will not, by any act or omission, authorize or cause the issuance or commitment to issue new equity in addition to the equity already issued on the date of signing this agreement, nor will it make any form of change to the registered capital or shareholder structure of Party C.
4. Effectiveness and validity period
This agreement is signed and comes into effect simultaneously on the date indicated at the beginning of the text.
5. Dispute resolution
When disputes arise among the parties regarding the interpretation and performance of the provisions under this agreement, the parties shall resolve such disputes through good faith consultation. If within 30 days after one party requests to resolve the dispute through consultation, the two parties still fail to reach an agreement on resolving the dispute, either party may submit the relevant dispute to the China International Economic and Trade Arbitration Commission for arbitration in accordance with its current arbitration rules. The place of arbitration is in Beijing. The language used for arbitration is Chinese. The arbitration award shall be final and binding on both parties.
6. Applicable law
The validity, interpretation and enforcement of this agreement shall be governed by the laws of China.
7. Modification and supplementation of the agreement
All parties shall modify and supplement the agreement by written agreement. The amendment and supplementary agreements to this agreement, which have been appropriately signed by all parties, are integral parts of this agreement and have the same legal effect as this agreement.
8. The fragmentation of the agreement
If any provision under this Agreement is invalid or unenforceable due to inconsistency with relevant laws, such provision shall be invalid or unenforceable only within the jurisdiction of the relevant laws and shall not affect the legal effect of the other provisions of this agreement.
9. Annexes to the agreement
Any annex to this agreement is an integral part of this agreement and has the same legal effect as this agreement.
10. Others
10.1 This agreement is written in Chinese in ten copies, with each party holding one copy.
10.2 If Party A designates any third party to exercise the option, where Party A is mentioned in this equity transfer agreement, it shall, depending on the circumstances, refer to Party A and/or the third party designated by it.
[The following text is blank
This page is blank and serves as the signing page for the “Equity Transfer Agreement”.
Party A: King Eagle (China) Co., Ltd.
Authorized representative:
This page is blank and serves as the signing page for the “Equity Transfer Agreement”.
Party B:
Liu Cuilian, Wang Zhizhong,
Zhang Jinjing, Hu Wanfeng,
Zhang Yuanyuan, Teng Hui,
Fan Zhandong, Wang Xiujin,
This page is blank and serves as the signing page for the “Equity Transfer Agreement”.
Party C:
King Eagle (Tianjin) Technology Co., Ltd.
Authorized representative:
EXHIBIT 99.5
Equity Pledge Agreement
This equity pledge Agreement (hereinafter referred to as “this Agreement”) was signed by the following parties (hereinafter referred to as “the parties to the Agreement”) in Tianjin, China on
Party A: King Eagle (China) Co., Ltd. (“ King Eagle China ”)
Address: 1st Floor, Building 3, No. 1001, Huihe South Street, Banbidian Village, Gaobeidian Township, Chaoyang District, Beijing.
Party B:
Liu Cuilian, ID Number: 130226197210152121
Address: No. 105, Gengzhuang Village, Xiaguanying Town, Qian ‘an City, Hebei Province.
Wang Zhizhong, ID Number: 110109196811152514
Address: No. 15, front row of the bungalow, No. 16, Chegongzhuang West Road, Haidian District, Beijing.
Zhang Jinjing, ID Number: 130623198101295825
Address: No. 6 Hongxing Hutong, Gaopu Village, Jiulong Town, Laishui County, Baoding CITY, Hebei Province.
Hu Wanfeng, ID number 130802196302021425
Address: Room 208, Unit 4, Building 3, Tongwangfu, Shuangqiao District, Chengde City, Hebei Province.
Zhang Yuanyuan, ID Number: 110106198104054229
Address: Room 1106, Building 5, Hongju Street, Xuanwu District, Beijing.
Teng Hui, ID Number: 110107198107140663
Address: No. 1207, Building 5, District 4, Jinding Street, Shijingshan District, Beijing.
Fan Zhandong, ID Number: 411224197903136437
Address: No. 10, Group 2, Wenyu Village, Wenyu Township, Lushi County, Henan Province.
Wang Xiujin, ID Number: 332624197404241825
Address: Room 501, Unit 3, Building 7, Xicheng Nianhua Apartment, Xihu District, Hangzhou City.
Whereas:
1. Party A is a foreign-invested enterprise that is legally registered and validly existing within the territory of the People’s Republic of China;
2. King Eagle (Tianjin) Technology Co., Ltd. (“ King Eagle Tianjin ”) is a limited liability company registered and established in China;
3. All parties of Party B are shareholders of King Eagle Tianjin (“ pledgees ”), among which Liu Cuilian, Wang Zhizhong, Zhang Jinjing and Hu Wanfeng each hold 6% of the equity, Teng Hui holds 5% of the equity, Zhang Yuanyuan holds 32.74% of the equity, Wang Xiujin holds 10.52% of the equity, and Fan Zhandong holds 27.74% of the equity;
4. Party A, Party B and King Eagle Tianjin signed an equity disposal agreement and a business operation agreement on [ ] year [ ] month [ ] day. Party A and King Eagle Tianjin signed an exclusive consultation and service agreement on [ ] year [ ] month [ ] day;
5. To ensure that Party A can normally collect the service fees under the exclusive consultation and service agreement from King Eagle Tianjin owned by Party B, as well as to guarantee the performance of the equity disposal agreement and the business operation agreement, the pledgees, respectively and jointly use all the equity, it holds in King Eagle Tianjin as the pledge guarantee for the aforementioned agreements, and the pledgee is Party A.
Accordingly, after friendly consultation among the parties to the agreement and based on the principle of equality and mutual benefit, the following agreement is reached for compliance:
1. Definition
Unless otherwise stipulated in this agreement, the following terms shall be interpreted as follows:
1.1 Pledge: Refers to all the contents listed in Article 2 of this agreement.
1.2 Equity: Refers to the 100% equity held jointly and lawfully by the pledgor in King Eagle Tianjin, as well as all current and future rights and interests enjoyed based on such equity.
1.3 Various Agreements: Refer to the equity disposal agreement and business operation agreement signed by Party A, King Eagle Tianjin and other relevant parties on [ ] year [ ] month [ ] day, and the exclusive consultation and service agreement signed by Party A and King Eagle Tianjin on [ ] year [ ] month [ ] day.
1.4 Breach of Contract event: Refers to any situation listed in Article 7 of this agreement.
1.5 Notice of Breach of Contract: Refers to the notice issued by Party A in accordance with this agreement to announce a breach of contract event.
2. Pledge
2.1 The pledgor pledges all the equity it holds in King Eagle Tianjin to Party A as security for Party A’s rights and interests under each agreement.
2.2 The scope guaranteed by the equity pledge under this agreement includes all expenses (including legal fees), expenditures and losses that King Eagle Tianjin and/or the pledgor should pay to Party A under each agreement, interest, liquidated damages, compensation, expenses for realizing the creditor’s rights, as well as in the event that any agreement is wholly or partially invalid for any reason. The responsibilities that King Eagle Tianjin and the pledgor should bear to Party A.
2.3 The pledge right under this agreement refers to the right enjoyed by Party A to be preferentially compensated from the proceeds obtained by displacing, auctioning or selling the equity pledged by the pledgor to Party A.
2.4 Unless otherwise explicitly and in writing agreed by Party A after the effectiveness of this agreement, the pledge under this agreement may be released only when King Eagle Tianjin and the pledgor have properly fulfilled all their obligations and responsibilities under each agreement and obtained the written approval of Party A. If King Eagle Tianjin or the pledgor fails to fully perform all or any part of its obligations or responsibilities under such agreements upon the expiration of the terms stipulated in each agreement, Party A shall still enjoy the pledge rights stipulated in this agreement until the relevant obligations and responsibilities are fully performed in a manner that is reasonably satisfactory to Party A.
3. Effectiveness
3.1 This pledge agreement shall come into effect as of the date when all parties sign and affix their seals, and shall take effect as of the date when the equity pledge is recorded in the register of shareholders.
3.2 During the pledge process, if King Eagle Tianjin fails to pay the service fee as stipulated in the exclusive consultation and service agreement, or fails to fulfill any other terms under such agreements or any terms under the business operation agreement or the equity disposal agreement, after reasonable notice, Party A has the right to exercise the pledge right in accordance with the provisions of this agreement.
4. Possession and custody of pledge certificates
4.1 The pledgor shall deliver the equity contribution certificate (original) of the pledgor in King Eagle Tianjin to Party A for safekeeping within ten working days from the date of signing this agreement or at an earlier time unanimously agreed by all parties, and submit to Party A the proof that the pledge under this agreement has been properly registered in the register of shareholders. Handle all the approval, registration and filing procedures required by the laws and regulations of the People’s Republic of China, and submit the equity pledge registration certificate completed with the industrial and commercial registration authority.
4.2 If the items recorded in the pledge change and a change in the record is required by law, Party A and Party B shall make the corresponding change in the record within five working days from the date of the change in the recorded items and submit the relevant change registration documents.
4.3 During the period of equity pledge, the pledgor shall instruct King Eagle Tianjin not to distribute any dividends, bonuses, or adopt any profit distribution plan; If the pledgor is to obtain any economic benefits of any nature other than dividends, bonuses or other profit distribution plans from the pledged equity, the pledgor shall, in accordance with the requirements of Party A, instruct King Eagle Tianjin to directly remit the relevant (after liquidation) funds to the bank account designated by Party A. Without the prior written consent of Party A, the pledgor shall not use it.
4.4 During the period of equity pledge, if the pledgor subscribers for the new registered capital of King Eagle Tianjin or acquires the equity of King Eagle Tianjin held by other pledgors (“ new Equity ”), such new equity will automatically become the pledged equity under this agreement. The pledgor shall complete all the necessary procedures for setting up the pledge with such new equity within 10 working days after obtaining it. If the pledgor fails to complete the relevant procedures as stipulated above, Party A has the right to immediately realize the pledge right in accordance with the provisions of Article 8 of this agreement.
5. The pledgor’s declaration and warranty
When signing this agreement, the pledgor makes the following statements and warranties to Party A and confirms that Party A relies on such statements and warranties to sign and perform this agreement:
5.1 The pledgor legally holds the equity under this agreement and has the right to provide pledge guarantee to Party A with such equity.
5.2 From the date of signing this agreement until Party A enjoys the pledge right in accordance with the provisions of Item 2.4 of this agreement, at any time, once Party A exercises its rights or realizes the pledge right in accordance with this pledge agreement, there shall be no legitimate claims or proper interference from any other party.
5.3 Party A has the right to exercise the pledge right in the manner stipulated by laws, regulations and this agreement.
5.4 Its signing of this agreement and performance of its obligations under this agreement have obtained all necessary corporate authorizations and do not violate any applicable laws and regulations. The authorized representative signatory of this agreement has been legally and validly authorized.
5.5 The equity held by the pledgor has no other encumbrances of rights or any form of third-party security interest (including but not limited to pledge).
5.6 There are no ongoing civil, administrative or criminal proceedings, administrative penalties or arbitrations related to equity, and no civil, administrative or criminal proceedings, administrative penalties or arbitrations that will occur.
5.7 There are no outstanding taxes, fees or legal procedures or formalities that should be completed but have not been completed related to equity.
5.8 Each clause of this agreement is a true expression of its intention and is legally binding upon it.
6. The pledgor’s commitment
6.1 During the term of this agreement, the pledgor undertakes to Party A that the pledgor will:
6.1.1 Except for the transfer of equity to Party A or the person designated by Party A as required by Party A, without the prior written consent of Party A, no equity shall be transferred, and no other encumbrances such as any pledge or any form of third-party security interest that may affect the rights and interests of Party A shall be established or allowed to exist.
6.1.2 Comply with and implement all relevant applicable laws and regulations. Upon receiving notices, instructions or suggestions issued or formulated by the relevant competent authorities regarding the pledge, present such notices, instructions or suggestions to Party A within five working days and take actions in accordance with the reasonable instructions of Party A.
6.1.3 Promptly notify Party A of any event or notice received that may affect the equity of the pledgor or any part of its rights, as well as any event or relevant notice received that may change any obligation of the pledgor under this agreement or may affect the performance of the pledgor’s obligations under this agreement, and take action in accordance with the reasonable instructions of Party A.
6.2 The pledgor agrees that the exercise of Party A’s rights by Party A in accordance with the terms of this agreement shall not be interrupted or hindered by the pledgor or the pledgor’s successor or transferee or any other person.
6.3 The pledgor warrants to Party A that in order to protect or improve the guarantee provided by this agreement for the obligations of the pledgor and/or King Eagle Tianjin under each agreement, the pledgor will make all necessary amendments to the articles of association of King Eagle Tianjin (if applicable). Honestly sign and prompt other parties with an interest in the pledge to sign all the rights certificates, contracts, and/or perform as required by Party A, and prompt other parties with an interest to perform as required by Party A, and facilitate Party A’s exercise of the pledge, and sign all the change documents related to the equity certificates with Party A or any third party designated by it. Provide Party A with all the documents related to the pledge right that it deems necessary within a reasonable period.
6.4 The pledgor guarantees to Party A that for the benefit of Party A, the pledgor will abide by and fulfill all warranties, commitments, agreements and statements. If the pledgor fails to perform or fully perform its warranties, commitments, agreements and statements, the pledgor shall compensate Party A for all losses suffered thereby.
7. Breach of Contract events
7.1 The following matters are all regarded as breach of contract events:
7.1.1 King Eagle Tianjin, or its successors or assignees fail to make full and timely payments of any payable amounts under each agreement, or the pledgor or its successors or assignees fail to fulfill their obligations under the business operation agreement, equity disposal agreement, exclusive consultation and service agreement;
7.1.2 Any representations, warranties or commitments made by the pledgor in Article 5 and Article 6 of this Agreement are substantially misleading or erroneous, and/or the pledgor violates the representations, warranties or commitments in Article 5 and Article 6 of this agreement;
7.1.3 The pledgor seriously violates any provision of this agreement;
7.1.4 Except as stipulated in 6.1.1 of this agreement, the pledgor may abandon the pledged equity or transfer the pledged equity without obtaining the written consent of Party A.
7.1.5 Any loan, guarantee, compensation, commitment or other debt repayment liability of the pledgor itself to the outside is required to be repaid or performed in advance due to breach of contract or has matured but cannot be repaid or performed on schedule, resulting in Party A having reason to believe that the pledgor’s ability to perform the obligations under this agreement has been affected and thereby affects the interests of Party A;
7.1.6 Where the pledgor is unable to repay general debts or other debts and thereby affects the interests of Party A;
7.1.7 Where the promulgation of relevant laws makes this agreement illegal or the pledgor unable to continue to perform the obligations under this agreement;
7.1.8 If any consent, license, approval or authorization of any government department necessary for the execution of or the legality or effectiveness of this agreement is withdrawn, suspended, invalidated or materially modified;
7.1.9 Due to adverse changes in the property owned by the pledgor, Party A believes that the pledgor’s ability to perform the obligations under this agreement has been affected;
7.1.10 Other circumstances under which Party A is unable to exercise the pledge of disposition as stipulated by relevant laws.
7.2 If the pledgor knows or discovers that any of the matters described in Article 7.1 above or any event that may lead to such matters has occurred, the pledgor shall immediately notify Party A in writing.
7.3 Unless the breach of contract matters listed in Clause 7.1 of this Article have been satisfactorily resolved to the satisfaction of Party A, Party A may, at the time of the occurrence of the pledgor’s breach of contract matters or at any time after their occurrence, issue a written notice of breach to the pledgor, demanding that the pledgor immediately pay the outstanding debts and other payables under each agreement. Or fulfill the equity disposal agreement and business operation agreement in a timely manner. If within ten days from the date of sending such written notice, the pledgor or King Eagle Tianjin fails to promptly correct its breach of contract or take necessary remedial actions, Party A shall have the right to exercise the pledge right in accordance with the provisions of Article 8 of this agreement.
8. Exercise of the pledge right
8.1 Before all the fees and obligations under each agreement have been fully fulfilled, the pledgor shall not transfer the equity without the written consent of Party A.
8.2 When exercising the pledge right, Party A shall issue a notice of breach of contract to the pledgor in accordance with the provisions of Article 7.3 of this agreement.
8.3 Subject to the provisions of Clause 7.3, Party A may exercise the pledge right at any time after issuing the notice of breach of contract in accordance with Article 7.3.
8.4 Party A has the right to discount all or part of the equity under this agreement in accordance with the legal procedures, or to have priority in compensation from the proceeds of the auction or sale of such equity, until all outstanding service fees and all other payable amounts under each agreement are fully offset, and all equity disposal agreements and business operation agreements are fully performed.
8.5 When Party A exercises the pledge right in accordance with this agreement, the pledgor shall not create obstacles and shall provide necessary assistance to enable Party A to realize its pledge right.
9. Transfer
9.1 Unless explicitly agreed in writing by Party A in advance, the pledgor has no right to transfer to any third party any of its rights and/or obligations under this agreement.
9.2 This agreement is binding on both the pledgor and his successors, and is also valid for Party A and its successors or assignees.
9.3 Party A may at any time transfer all or any of its rights and obligations under each agreement to any third party it designates. In such a case, the transferee shall enjoy and undertake the rights and obligations that Party A enjoys and undertakes under this agreement. When Party A transfers the rights and obligations under each agreement, at the request of Party A, the pledgor shall sign the relevant agreements and/or documents for this transfer.
9.4 After the change of the pledgee is caused by the transfer, the new pledgor and pledgor shall re-sign the pledge agreement and the pledgor shall be responsible for handling all relevant registration procedures.
10. Handling fees and other charges
10.1 All expenses and actual expenditures related to this agreement, including but not limited to legal fees, processing fees, stamp duty and any other taxes and fees, shall be borne equally by Party A and Party B respectively.
11. Force majeure
11.1 In the event that the performance of this Agreement is delayed or hindered by any “force majeure event”, the party affected by the force majeure shall not be held responsible under this Agreement for only such delayed or hindered performance. “Force majeure event” refers to any event that is beyond the reasonable control of one party and still unavoidable with the reasonable attention of the affected party, including but not limited to government actions, natural forces, fires, explosions, geographical changes, storms, floods, earthquakes, tides, lightning or wars. However, insufficient credit, funds or financing shall not be regarded as matters beyond the reasonable control of one party. A party seeking to be relieved of its performance obligations under this agreement or any provision of this Agreement due to a “force majeure event” shall promptly notify the other party of such relief and inform it of the steps to be taken to complete the performance.
11.2 The party affected by force majeure shall not be liable for any responsibility under this Agreement. However, the party seeking exemption from liability may be exempted from the performance of such liability only if the affected party makes feasible efforts to perform the Agreement, and only to the extent that the performance is delayed or hindered. Once the reasons for such exemption from liability are corrected or remedied, all parties agree to make their utmost efforts to restore the performance under this Agreement.
12. Application of law and Dispute resolution
12.1 The signing, validity, performance and interpretation of this agreement, as well as the settlement of disputes, shall be governed by and construed in accordance with the laws of the People’s Republic of China.
12.2 In the event of any dispute among the parties to this Agreement regarding the interpretation and performance of the provisions under this Agreement, the parties shall resolve such dispute in good faith through consultation. If the negotiation fails, either party may submit the relevant dispute to the China International Economic and Trade Arbitration Commission for arbitration and settlement in accordance with its arbitration rules in effect at that time. The place of arbitration is Beijing and the language used for arbitration is Chinese. The arbitration award shall be final and binding on all parties.
12.3 Except for the matters in dispute among the parties, each party shall still, in good faith, continue to perform its respective obligations in accordance with the provisions of this Agreement.
13. Notice
All notices given by each party to this Agreement for the performance of the rights and obligations under this Agreement shall be in writing and sent to the relevant party or the following addresses of each party in the form of personal delivery, registered mail, prepaid postage mail, approved express delivery service or graphic fax.
Party A: King Eagle (China) Co., Ltd.
Address: 1st Floor, Building 3, No. 1001, Huihe South Street, Banbidian Village, Gaobeidian Township, Chaoyang District, Beijing.
Fax: 010-87227012
Telephone: 010-87227012
Recipient: Zhang Yuanyuan
Party B:
Liu Cuilian
Address: No. 105, Gengzhuang Village, Xiaguanying Town, Qian ‘an City, Hebei Province.
Telephone: 15830575165
Recipient: Liu Cuilian
Wang Zhizhong
Address: No. 15, front row of the bungalow, No. 16, Chegongzhuang West Road, Haidian District, Beijing.
Telephone: 13801304350
Recipient: Wang Zhizhong
Zhang Jinjing
Address: No. 6 Hongxing Hutong, Gaopu Village, Jiulong Town, Laishui County, Baoding City, Hebei Province.
Telephone: 15910272218
Recipient: Zhang Jinjing
Hu Wanfeng
Address: Room 208, Unit 4, Building 3, Tongwangfu, Shuangqiao District, Chengde City, Hebei Province.
Telephone: 18631441667
Recipient: Hu Wanfeng
Zhang Yuanyuan
Address: Room 1106, Building 5, Hongju Street, Xuanwu District, Beijing.
Telephone: 18600038886
Recipient: Zhang Yuanyuan
Teng Hui
Address: No. 1207, Building 5, District 4, Jinding Street, Shijingshan District, Beijing.
Telephone: 13264256960
Recipient: Teng Hui
Fan Zhandong
Address: No. 10, Group 2, Wenyu Village, Wenyu Township, Lushi County, Henan Province.
Telephone: 15810963865
Recipient: Fan Zhandong
Wang Xiujin
Address: Room 501, Unit 3, Building 7, Xicheng Nianhua Apartment, Xihu District, Hangzhou City.
Telephone: 13306531725
Recipient: Wang Xiujin
14. Annex
The annexes listed in this agreement are an integral part of this agreement.
15. Abstention
When Party A fails to exercise or delays the exercise of any right, remedy, power or privilege under this Agreement, it shall not be regarded as a waiver of such right, remedy, power or privilege. Any individual or partial exercise by Party A of any right, remedy, power or privilege does not exclude the exercise by Party A of any other right, remedy, power or privilege. The rights, remedies, powers and privileges stipulated in this agreement are cumulative and do not exclude the application of any rights, remedies, powers and privileges prescribed by any law.
16. Others
16.1 Any modification, supplement or alteration to this agreement shall be made in writing and shall come into effect upon signature and seal by all parties.
16.2 The parties hereby confirm that this agreement is a fair and reasonable agreement reached by all parties on the basis of equality and mutual benefit. If any provision under this Agreement is invalid or unenforceable due to inconsistency with relevant laws, such provision shall only be invalid or unenforceable within the jurisdiction of the relevant laws and shall not affect the legal effect of the other provisions of this agreement.
16.3 This agreement is written in Chinese. There are nine original copies, and each party holds one copy.
This page is blank and serves as the signing page for the “Equity Pledge Agreement”.
Party A: King Eagle (China) Co., Ltd.
Authorized representative:
Zhang Jianqing
This page is blank and serves as the signing page for the “Equity Pledge Agreement”.
Party B:
Liu Cuilian, Wang Zhizhong,
Zhang Jinjing, Hu Wanfeng,
Zhang Yuanyuan, Teng Hui,
Fan Zhandong, Wang Xiujin,
Attachment:
1. Register of Shareholders of King Eagle (Tianjin) Technology Co., Ltd.
2. The capital contribution of shareholders of King Eagle (Tianjin) Technology Co., Ltd.
Attachment 1
Register of Shareholders of King Eagle (Tianjin) Technology Co., Ltd.
| Shareholder’s name | Capital contribution amount(in ten thousand yuan) | Contribution method | Shareholding ratio | |||
| Liu Cuilian | 60 | Currency | 6% | |||
| Wang Zhizhong | 60 | Currency | 6% | |||
| Zhang Jinjing | 60 | Currency | 6% | |||
| Hu Wanfeng | 60 | Currency | 6% | |||
| Zhang Yuanyuan | 327.4 | Currency | 32.74% | |||
| Teng Hui | 50 | Currency | 5% | |||
| Fan Zhandong | 277.4 | Currency | 27.74% | |||
| Wang Xiujin | 105.2 | Currency | 10.52% | |||
| Total | 1000 | Currency | 100% |
Attachment 2
The capital contribution of shareholders of King Eagle (Tianjin) Technology Co., Ltd.
| Shareholder’s name | Capital contribution（in ten thousand yuan） | |
| Liu Cuilian | 60 | |
| Wang Zhizhong | 60 | |
| Zhang Jinjing | 60 | |
| Hu Wanfeng | 60 | |
| Zhang Yuanyuan | 327.4 | |
| Teng Hui | 50 | |
| Fan Zhandong | 277.4 | |
| Wang Xiujin | 105.2 | |
| Total | 1000 |