EXHIBIT 4.15
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[Translated from the Chinese original]
FRAMEWORK AGREEMENT ON EXERCISING PURCHASE OPTION
The framework agreement is entered into as of the date of October 18, 2007
in Beijing by and among the following parties:
PARTY A: CHINA FINANCE ONLINE CO., LTD.
Registered Address: Unit C, 8/F, East Wing, Sincere Insurance Building 4-6,
Hennessy Road, Hong Kong SAR, China
PARTY B: CHEN WU
Address: Room 616, Tower A, COFCO Plaza, 8 Jianguomennei Avenue, Beijing, China
ID No.: 110108491204891
PARTY C: ZHAO ZHIWEI
Address: Floor 9, Tower C, Corporate Square, No. 35 Financial Street, Xicheng
District, Beijing, China
ID No: 110102196307100139
PARTY D: WANG JUN
Address: Floor 9, Tower C, Corporate Square, No. 35 Financial Street, Xicheng
District, Beijing, China
ID No.: 370102197012163311
PARTY E: BEIJING FUHUA INNOVATION TECHNOLOGY DEVELOPMENT CO., LTD.
Register Address: Room 938-941, Tower C, Corporate Square, No. 35 Financial
Street, Xicheng District, Beijing, China
Postal Code: 100032
PARTY F: CHINA FINANCE ONLINE (BEIJING) CO., LTD.
Registered Address: Room 946-949, Tower C, Corporate Square, No. 35 Financial
Street, Xicheng District, Beijing, China
Postal Code: 100032
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Whereas:
1. Party B and Party C are current shareholders of Party E which have made
registrations at the Administration of Industry and Commerce authorities,
and each holding 55% and 45% shares in Party E respectively;
2. Party A is a limited liability company duly organized and validly existing
under the laws of Hong Kong Special Administration Region of the People's
Republic of China, and through its wholly owned enterprise in China --
Party F to provide technical support, strategic consultation and other
relevant services to Party E;
3. To finance the investment by Party B and Party C in Party D, Party A has
entered into Loan Agreements with Party B and Party C respectively on May
27, 2004, and November 20, 2006 providing Party B and Party C with loans of
RMB 1,650,000 and RMB 1,350,000, respectively. Pursuant to the Loan
Agreement, Party B and Party C has invested the full amount of the loans in
Party E's registered capital;
4. As the consideration for the loans provided by Party A to Party B and Party
C, Party B and Party C entered into a Purchase Option and Cooperation
Agreement ("Purchase Option Agreement") with Party A, Party E and Party F
on November 20, 2006, granting Party A the exclusive option to purchase all
or part of shares/assets in Party E holding by both parties or either party
of Party B and Party C at any time, in accordance with China laws;
5. For making securities of the payment obligations of Party E under numerous
agreements executed between Party E and Party F, Party B and Party C
entered into a Share Pledge Agreement ("Pledge Agreement") with Party F on
November 20, 2006, pledging their respective shares in Party E to Party F;
6. Party A is intended to exercise the purchase option to purchase entire
shares in Party E held by Party B in accordance with the Purchase Option
Agreement, and designates Party D as the subject to exercise the aforesaid
purchase option.
THEREFORE, in accordance with the principle of sincere cooperation, mutual
benefit and joint development, through friendly negotiation, the Parties hereby
enter into the following agreements:
1. EXERCISE OF THE PURCHASE OPTION
1.1. Party A hereby authorizes Party D in accordance with the purchase
option granted to Party A under Article 2.1 of the Purchase Option
Agreement, and Party D agrees to accept the aforesaid authorization,
on behalf of Party A, to purchase entire shares in Party E holding by
Party B in accordance with the conditions stipulated in the Purchase
Option Agreement .
1.2. In accordance with Article 4 under the Purchase Option Agreement, the
purchase price of entire shares in Party E held by Party B, purchased
by Party D in accordance with Party A's authorization, shall be the
sum of the loan principal lent by Party A to Party B, which is
equivalent to RMB 1,650,000. ("Purchase Price").
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2. SHARE TRANSFER
2.1. Party B shall enter into a Share Transfer Agreement with Party D, in
accordance with the content and form of Appendix II hereto, within
thirty (30) days after receiving exercise notice from Party A
("Appendix I"), in accordance with Article 2.3 of the Purchase Option
Agreement, and other documents required to make change registrations
at industrial and commerce authorities.
2.2. Party C hereby agrees to waive its shareholder's first right of
refusal for the shares in Party E holding by Party B, which is enjoyed
by Party C in accordance with articles of association of Party E or
relevant laws and regulations.
3. LOAN ARRANGEMENTS
3.1. The purchase price of entire shares in Party E holding by Party B,
purchased by Party D shall be contributed in full amount by Party A.
However, Party D shall enter into a loan agreement with Party A to the
satisfaction of Party A, in accordance with the content and form of
Appendix III hereto.
3.2. Party D agrees and irrevocably instructs Party A to pay the aforesaid
loan provided to Party D, which used to purchase Party B's shares,
directly to Party B, in accordance with the conditions and terms
stated in the frame agreement.
3.3. Party B agrees to contribute its entire income obtained from selling
the shares in Party E in accordance with the agreement, to perform its
repayment obligations to Party A under the Loan Agreement. The Loan
Agreement between Party B and Party A will be terminated when Party B
pay off all the loans in accordance with Article 4.2 hereof.
4. PAYMENT AND OBLIGATION SET-OFF
4.1. In accordance with article 3.2 hereof, the parties agree the purchase
price shall be paid by Party A to Party B directly, at the day of
share change registration procedures at industrial and commerce
authorities are completed, concerning entire shares in Party E holding
by Party B, purchased by Party D ("registration day"). Whereas Party B
shall pay off all the loans when Party A exercises the purchase
option, in accordance with article 1.1 of Loan Agreement, Party A and
Party B agree the aforesaid payment made by Party A to Party B will
then be set off by the loan principal which shall be paid by Party B
to Party A under the Loan Agreement. As the aforesaid set-off is
completed, Party A is not required to make any other payments to Party
B for the purpose of paying for the purchase price, and Party B is not
required to make any other payments to Party A for the purpose of
repaying the loan.
4.2. Notwithstanding the foregoing agreement, when the set-off is
completed, Party B shall issue a receipt to Party D for all purchase
price it received ("Party B's receipt", as Appendix IV hereto), and
shall expressly acknowledge Party D's payment obligation under the
Share Transfer Agreement has been carried out. Party A shall issue
immediately a receipt to Party B for entire loan principal it received
("Party A's receipt", as Appendix V hereto) after Party B have issued
the aforesaid party B's receipt, and shall expressly acknowledge Party
B's payment obligation under the Loan Agreement has been carried out.
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5. CHANGE OF PURCHASE OPTION AGREEMENT
5.1. The parties agree that, as one prerequisite to Party A's contribution
of purchase price to Paty D, Party D shall enter into a new purchase
option and cooperation agreement with Party A, Party C, Party E and
Party F, in accordance with the content and form stipulated in
Appendix VI hereto, at the date of the execution of the Share Transfer
Agreement.
5.2. Except as otherwise stated or agreed by the parties, all obligations
of Party B under the original Purchase Option Agreement will be
terminated at the registration day.
6. CHANGE OF PLEDGE AGREEMENT
6.1. The parties agree that, as one prerequisite to Party A's contribution
of purchase price to Paty D, Party D shall enter into a new pledge
agreement with Party C, Party F and Party A, in accordance with the
content and form stipulated in Appendix VII hereto, at the date of the
execution of the Share Transfer Agreement.
6.2. The original Pledge Agreement will be terminated at registration day.
Except as otherwise stated or agreed by the parties, all obligations
of Party B under the original Pledge Agreement will be terminated at
the registration day.
7. CONFIDENTIALITY
Without prior approval of the parties, any party shall keep confidential the
content of the agreement, and shall not disclose to any other person the content
of the agreement or make any public disclosure of the content hereof. However,
the article does not make any restrictions on (i) any disclosure made in
accordance with relevant laws or regulations of any stock exchange market; (ii)
any disclosed information which may be obtained through public channels, and is
not caused so by the defaulting of the disclosing party; (iii) any disclosure to
shareholders, legal consultants, accountants, financial consultants and other
professional consultants of any parties; or (iv) disclosure made to one party's
potential buyer of shares/assets, other investors, debt or share financing
providers, and the receiving party shall make proper confidentiality
undertakings (in the event that the transfer party is not Party A, the approval
from Party A shall be obtained as well).
8. NOTIFICATION
8.1. Any notice, request, requirement and other correspondences required by
the agreement or made in accordance with the agreement, shall be made
in written form and sent to the addresses of the parties first above
written herein.
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8.2. Notices hereunder shall be sent to the other party's address and/or
number, by ways of personal delivery, prepaid registered airmail,
acknowledged carrier or fax. Such notices shall be deemed to have been
effectively given on the following dates: (1) notices delivered by
person shall be deemed to have been effectively served on the date of
personal delivery; (2) notices sent by prepaid registered airmail
shall be deemed to have been effectively served on the seventh day
after the day they were delivered for mailing (as indicated by the
postmark); (3) notices sent by courier service shall be deemed to have
been effectively served on the third day after they were delivered to
an acknowledged courier; (4) notices sent by facsimile shall be deemed
to have been effectively served on the first working day after being
transmitted.
9. DISPUTE RESOLUTION
9.1. Any dispute arises from the interpretation or performance of terms
hereof by the parties, shall be settled through friendly consultation.
If the parties fail to make an written agreement after consultation,
the dispute shall be submitted for arbitration in accordance with the
agreement. The arbitration shall be final and exclusive. Unless
otherwise expressly stipulated herein, any party waives expressly its
right to submit a dispute to court for a legal action, and the waiver
is irrevocable.
9.2. The arbitration shall be submitted to China International Economic and
Trade Arbitration Committee ("Arbitration Committee") to be arbitrated
in accordance with then-in-force arbitration rules. The place of
arbitration shall be Beijing. Unless otherwise stipulated in the
arbitration award, the arbitration fee (including reasonable attorney
fees and expenses) shall be borne by the losing party.
10. SUPPLEMENTARY PROVISIONS
10.1.The failure or delay of any party hereof to exercise any right
hereunder shall not be deemed as a waiver thereof, nor any single or
partial exercise of any right preclude further exercise thereof in
future by the party.
10.2.The headings of articles herein are provided for the purpose of index.
Such headings shall in no event be used or affected interpretations of
the terms herein.
10.3.The conclusion, effectiveness, interpretation of the agreement and the
settlement of disputes in connection therewith, shall be governed by
laws of Hong Kong Special Administration Region of the People's
Republic of China.
10.4.Each party hereunder concludes the agreement with legal purpose. Each
term hereof is severable and independent from the others. If at any
time one or more of such terms is or becomes invalid, illegal or
unenforceable, the validity, legality and enforceability of the
remaining terms hereof shall not in any way be affected thereby; and
the parties shall make every endeavor to negotiate and arrive at new
terms to substitute the invalid, illegal and unenforceable terms, and
preserve as near as possible business purposes of the original terms.
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10.5.Upon the effectiveness of the agreement, the parties shall fully
perform the agreement. Any modifications of the agreement shall only
be effective in written form, through consultations of the parties,
and obtained necessary authorization and approval by Party A, Party E
and Party F respectively (including Party A shall obtain approval from
its board's auditing committee conforming to Sarbanes-Oxley Act and
NASDAQ rules or other independent organizations).
10.6.Matters not covered in the agreement shall be dealt with in a
supplementary agreement, and annexed hereto. The supplementary
agreement shall have the same legal force as the agreement.
10.7.The agreement is executed in six original copies, and are equally
authentic. Each party hereto shall hold one copy.
10.8. The agreement shall be effective upon execution.
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[Signature page, no body text]
The Frame Agreement is executed by the following parties(pound)(0)
Party A: China Finance Online Co., Ltd.
Seal:
Authorized Representative (signature):
Party B: Chen Wu
(signature):
Party C: Zhao Zhiwei
(signature):
Party D: Wang Jun
(signature):
Party E: Beijing Fuhua Innovation Technology Development Co., Ltd.
Seal:
Authorized Representative (signature):
Party F: China Finance Online (Beijing) Co., Ltd.
Seal:
Authorized Representative (signature):
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