EXHIBIT 10.9
NOVATION AGREEMENT
THIS NOVATION AGREEMENT (this "Agreement") is made on May 13, 2005
BETWEEN:
(1) Mr. WANG Ji (IoU(Y)), a citizen of the People's Republic of China (the
"PRC") with his I.D. card number of 330102197106260617 (the "Transferee");
(2) Mr. FENG Tao (o eII), a citizen of the PRC with his ID card number of
310106670509323 (the "Transferor");
(3) Shanghai Newmargin Venture Capital Co., Ltd. a limited liability company
incorporated under the laws of the PRC with its registered address at 99
Yinqiao Road, Pudong New District, Shanghai, PRC
("Shanghai Newmargin");
(4) Shanghai T2 Entertainment Co., Ltd., a limited liability company
incorporated under the laws of the PRC with its registered address at 5th
Floor 88 Qinjiang Road, Xuhui District, Shanghai, PRC ("Shanghai T2"); and
(5) T2CN Holding Limited, a company incorporated under the laws of the British
Virgin Islands with its registered address at offices of S-HR&M Financial
Services Limited of Kingston Chambers, P.O. Box 173, Road Town, Tortola,
British Virgin Islands ("T2CN Holding").
Shanghai Newmargin, Shanghai T2 and T2CN Holding may hereinafter collectively be
referred to as the "Contractors" and respectively referred to as a "Contractor".
The Transferee, the Transferor and the Contractors may hereinafter collectively
be referred to as the "Parties" and respectively referred to as a "Party"
INTRODUCTION:
(A) The Transferor and the Contractors are parties to an Exclusive Equity
Transfer Call Agreement, dated November 4, 2004, in relation to the
equity interests in Shanghai T2 held by the Transferor and Shanghai
Newmargin respectively. According to that Exclusive Equity Transfer
Call Agreement, T2CN Holding shall be entitled to request the
Transferor and Shanghai Newmargin to transfer all or part of the equity
interest held by them respectively in Shanghai T2 to T2CN Holding or
any third person then designed by T2CN Holding, to the extent permitted
by PRC law.
(B) As agreed by T2CN Holding and Shanghai Newmargin, the Transferee has
acquired from the Transferor 20% equity interest in Shanghai T2 and
Transferor is no longer a shareholder of Shanghai
(C) The Parties have agreed to novate the aforesaid Exclusive Equity Transfer
Call Agreement to the Transferee.
THE PARTIES AGREE as follows:
1. INTERPRETATION
1.1 In this Agreement "Original Agreement" means the Exclusive Equity Transfer
Call Agreement made between the Transferor and the Contractor on November
4, 2004, in relation to the equity interests in Shanghai T2 held by the
Transferor and Shanghai Newmargin respectively.
1.2 The headings in this Agreement do not affect its interpretation.
2. NOVATION
With effect from May 13, 2005:
2.1 the Transferee shall perform the Transferor's obligations under the
Original Agreement and is bound by the terms of the Original Agreement in
every way as if the Transferee had at all times been a party to the
Original Agreement in place of the Transferor;
2.2 each of the Contractors releases and discharges the Transferor from
further performance of the Original Agreement and all liabilities, claims
and demands howsoever arising under the Original Agreement, whether in
contract, tort or otherwise, and accepts the liability of the Transferee
under the Original Agreement in place of the liability of the Transferor;
and
2.3 each of the Contractors shall perform its obligations under the Original
Agreement and be bound by the terms of the Original Agreement in every way
as if the Transferee had at all times been a party to the Original
Agreement in place of the Transferor.
3. GOVERNING LAW
This Agreement is governed by the PRC law.
4. ARBITRATION
4.1 If any dispute, controversy or claim arising out of or relating to this
Agreement, or the interpretation, breach, termination or validity hereof
cannot be resolved through consultation, the dispute shall be submitted to
arbitration.
4.2 The arbitration shall be conducted in Shanghai under the auspices of the
China International Economic and Trade Arbitration Commission, Shanghai
Sub-commission according to its then arbitration rules. The Parties shall
jointly appoint a sole arbitrator to hear the case and if the Parties do
not agree on the choice of the aforesaid sole arbitrator within twenty
(20) days from the date on which the respondent receives the notice of
arbitration, the Chairman of the CIETAC will make the appointment.
4.3 The award of the arbitration tribunal shall be final and binding upon the
disputing parties and, in the case where the subdued party does not
perform the award, the prevailing party may apply to a court of competent
jurisdiction for enforcement of such award.
5. MISCELLANEOUS
5.1 This Agreement may be executed in any number of counterparts, and this
has the same
effect as if the signatures on the counterparts were on a single copy of this
Agreement.
5.2 This Agreement shall take effect from the date of formal execution by the
Parties.
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[Signature Page]
IN WITNESS of which the Parties hereto have executed this Agreement on the
date first mentioned above.
/s/ Ji Wang
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By Mr. WANG Ji (IoU(Y))
/s/ Tao Feng
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By Mr. FENG Tao (o eII)
For and on behalf of Shanghai Newmargin Venture Capital Co., Ltd.
SIGNED by /s/ Tao Feng
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Name: Mr. FENG Tao(o eII)
Position: Chief Executive Officer
For and on behalf of Shanghai T2 Entertainment Co., Ltd.
SIGNED by /s/ Tao Feng
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Name:
Position:
For and on behalf of T2CN Holding Limited
SIGNED by /s/ Tao Feng
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Name:
Position: Chief Executive Officer