Exhibit 10.1
SHARES TRANSFER AGREEMENT
This Shares Transfer Agreement (the "Agreement") is made and entered by and
between Zhouwei, a Chinese citizen and the shareholder of Beijing Yuanshan
Shidai Technology Development Ltd., with registered address at Nankang street,
Long Shan District, Liao Yuan city, Liaoning province, China, ID number
220403197907131513(hereinafter refer to as the Seller) and China Wi-Max
Communications Inc., a company registered under the law of the Nevada with its
registered place at Denver Tower, 1905 Sherman street, Suite 335, Denver,
Colorado80203 (hereinafter rafter to the Purchaser) as of the date of June 19,
2008.
WHEREAS
Seller has set up Beijing Yuanshan Shidai Tech Development Ltd., (the Company)
on February 4, 2008 under the law of the People's Republic of China; and the
Company has a registered capital of RMB 400,000 and operation period of 20
years;
WHEREAS
As the legally sole shareholder of the Company, the Seller desires to sell 100%
of the shares in the Company (the Target Shares) and the Purchaser desires to
purchase the Target Shares. It is agreed as follows:
ARTICLE 1 DEFINITION
1.1 Target Shares: as defined in the second paragraph of the preface in this
Agreement;
1.2 Transfer Price: as defined in Article 2.2 in this Agreement;
1.3 Effective Date: as defined in Article 7.1 in this Agreement;
1.4 Examining & Approving Authorities: Government departments governing the
transaction under this Agreement;
1.5 Registration Authority: Government departments governing the registration
of the companies, namely Administration on Industry and Commerce.
ARTICLE 2 TRANSFER OF THE TARGET SHARES
2.1 The Seller agrees to sell and the Purchaser agrees to purchase the Target
Shares in accordance with the terms and provisions under this Agreement.
2.2 As consideration, Purchaser agrees to pay to the Seller USD 55,000 (the
Transfer Price) for the shares purchased.
ARTICLE 3 COOPERATION AND PAYMENT
3.1 Upon signing of this Agreement, the two parties shall promptly make the
Company to go through the following procedures:
a. Apply with the Examining & Approving Authorities for the approval of
this Agreement;
b. Upon the completion of the approval described in the above 3.1 a,
apply with Registration authority for the amendment of the Company's
Registration.
3.2 The above application and approval procedure shall be carried out by the
Seller and the Purchaser shall provide cooperation on the issue.
3.3 Within 60 days as from the date of completion of registration amendment
upon obtaining of approval, the Purchaser shall pay the Transfer Price to
the Seller by means of TT to the bank account designated by the Seller.
3.4 It is hereby confirmed that before the receipt of the Transfer Price by the
Seller, the Target Shares shall remains as the property of the Seller and
the Purchaser may not exercise the right from or relating to the Target
Share, notwithstanding this Agreement has been approved by the Examining &
Approving Authorities. Upon receiving the Transfer Price from the
Purchaser, the Target Share automatically transfers to the Purchaser from
the Seller.
ARTICLE 4 REPRESENTATIONS AND WARRANTIES
4.1 On signing and execution of this Agreement, the Seller makes the following
Representations and Warranties:
4.1.1The Seller has the legal right to carry out the transaction under this
Agreement, and has taken necessary legitimate measures for the
fulfillment of the obligations under this Agreement;
4.1.2The Seller legally owns the Target Shares and has legal right to
dispose of them.
4.1.3The shares and assets of the Company are free and clear of any and
all liens and encumbrances whatsoever;
4.1.4There is no outstanding or pending litigation or arbitration in which
the Company is a party.
4.2 On signing and execution of this Agreement, the Purchaser makes the
following Representations and Warranties:
4.2.1The Purchaser has the legal right to carry out the transaction under
this Agreement, and has taken necessary legitimate measures for the
fulfillment of the obligations under this Agreement;
4.2.2The Purchaser has a legitimate source of fund to pay the Transfer
Price under this Agreement.
ARTICLE 5 COST AND EXPENDITURES
5.1 The cost charged by banks or other expenditures incurred from paying the
Transfer Price under this Agreement shall be born by the Purchaser.
5.2 The cost and expenditure arising from the approval and registration
procedure shall be born by the Company.
5.3 Any taxes arising from the receipt of Transfer Price by the Seller shall be
governed by the Chinese law.
ARTICLE 6 LIABILITIES FOR BREACHING THE AGREEMENT
6.1 In the event the Purchaser fails to pay the Transfer Price to the Seller
within the period provided in this Agreement, the Seller shall pay to the
Seller additional interest at the rate of 100RMB per day as liquidated
damage.
6.2 In the event that either party to this Agreement breaches its Warranties
and causes the other party's loss, the breaching party shall make full
compensation to the non-defaulting party to cover the all loss from such
breach.
ARTICLE 7 EFFECTIVE DATE
This Agreement shall submit to Examining & Approving Authorities for approval.
The Effective Date shall be the date of approval issued by the authority.
ARTICLE 8 GOVERNING LAWS
The execution, effect and construction of this Agreement shall be governed by
the Chinese law.
ARTICLE 9 DISPUTE SETTLEMENT
In the event that any dispute arises in the performance or interpretation of
this agreement by the two parties, the dispute shall be resolved through
friendly negotiation. If the dispute could not be settled within 30 days from
being put forward by one party, either party may apply to China International
Economic and Trade Arbitration Commission (CIETAC) for arbitration according to
rule of the CIETAC. The arbitration shall be made in Beijing and the language
shall be in Chinese. The arbitration award shall be final and binding on the
parties.
ARTICLE 10 MISCELLANEOUS
10.1 Any amendment or supplement to this Agreement shall be in written and duly
signed by the authorized representatives of the parties. Such amendment or
supplement shall be submitted to the Examining & Approving Authorities for
approval.
10.2 The parties acknowledge and warrant that each party shall treat any secret
information gained from the other party through performing this agreement
confidential. Without prior consent by the other party, such information
shall not be leaked or transferred to any third party. It is agreed that
this clause will continue in effect within 5 years as from the date of
termination of this Agreement.
10.3 This Agreement is executed in both Chinese and English version in three
original copies. In the event that there is any discrepancy in their
interpretation, the Chinese version shall govern. The two parties each hold
one copy of this Agreement and the remaining copy shall be submitted to
Examining & Approving Authorities for approval and Registration Authority
for registration.
The Seller (signature) /s/ZhouWei
The Purchaser (signature) /s/George E. Harris