Deed
Concerning Shares of Shenzhen Comtech International Limited
(“Comtech International”)
November 14, 2012
Among:
| (i) | Honghui Li of Room 8H, Binghai Building, Jingxiu Garden, Huaqiaocheng,Shenzhen, China; and |
| (ii) | Reliable Group Limited, whose registered office is at OMC Chambers, P.O. Box 3152, Road Town, British Virgin Islands (hereinafter referred to as “Reliable”) |
| (iii) | Comtech (China) Holding Ltd., whose registered office is at East Asia Chambers, P.O. Box 901, Road Town, Tortola, British Virgin Islands (hereinafter referred to as “Comtech China”) |
Whereas:
| (i) | Honghui Li owns a ninety-nine percent (99%) equity interest in Comtech International. |
| (ii) | Upon signing of this Deed, this Deed shall replace the prior deed dated December 12, 2006 by and among Honghui Li and Comtech (China) Holding Limited and Jeffrey Kang (the “Prior Deed”) in its entirety, and the Prior Deed will be deemed terminated. |
For good, valuable and equitable consideration, all parties agree to the following terms:
| 1. | Every provision of this Deed shall be irrevocable, and further, to the extent as permitted by PRC laws and regulations, Honghui Li undertakes to Reliable and agrees that: |
| (1) | Honghui Li has been holding, still holds and shall continue to hold his equity interests in the registered capital of Comtech International, together with all dividends and interest, rights and privileges accrued or to accrue upon the same (the“Equity Interests”)for the benefit of Reliable; |
| (2) | Honghui Li shall deal with and exercise any rights arising from the aforementioned Equity Interests in Comtech International in such manner as Reliable may from time to time direct; |
| (3) | Honghui Li shall (i) apply the dividend and other distributions from his Equity Interests in Comtech International, if any, to the extent the payments is not permitted by PRC laws or compliance with PRC legal or regulatory requirements would render such payments not commercially feasible seek alternate means to perform his payment obligation, and (ii) cause Comtech International not to declare and make any dividend or other distributions without prior written approval from Reliable; |
| (4) | Honghui Li shall attend all meetings of shareholders, board of directors if appointed, or otherwise which Honghui Li shall be entitled to attend by virtue of being the registered holder of the said Equity Interests and to vote thereat as Reliable may direct, or alternatively to execute all proxies or other documents which shall be necessary or proper to enable Reliable’s nominees to attend and vote at any such meeting, and shall also give all notices, orders and directions which Reliable may require to give; |
| (5) | Honghui Li shall at any time and from time to time execute such further documents, instruments and agreements and to take any actions required by Reliable to give effect to this Deed including but not limited to transferring the Equity Interests to Reliable or its designees. |
| 2. | This Deed and the rights and obligations of the parties thereunder shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region of the People’s Republic of China. |
| 3. | If at any time any provisions of this Deed is or become illegal, invalid or unenforceable in any respect under the law of any jurisdiction, the legality, validity and enforceability of such provision under the law of any other jurisdiction, and of remaining provisions of this Deed, shall not be affected of impaired thereby. |
| 4. | Any dispute arising from the interpretation or execution of, or in connection with, this Deed shall be settled through friendly consultations between the Parties. In case no settlement can be reached through consultations, the dispute shall then be submitted to Hong Kong International Arbitration Center for arbitration. The award is final and binding upon both parties. |
[Signature page follows]
| 2 |
Dated November 14, 2012
| Signed Sealed and Delivered |
| By Honghui Li |
| In the presence of: |
| /s/ Wanyee Ho |
| Name of witness: Wanyee Ho |
| Sealed with the common seal of |
| And signed by Jingwei Kang (director) on behalf of |
| Reliable Group Limited |
| /s/ Jingwei Kang |
| Sealed with the common seal of |
| And signed by Jingwei Kang (director) on behalf of |
| Comtech (China) Holding Ltd. |
| /s/ Jingwei Kang |
| 3 |
