EXHIBIT 4.21
[Translated from Chinese Original]
CAPITAL INCREASE AGREEMENT
OF
BEIJING FUHUA INNOVATION TECHNOLOGY
DEVELOPMENT CO., LTD.
MARCH 2008
This Agreement is entered into in Beijing as of March 3, 2008 by and among the
following parties:
PARTY A: BEIJING FUHUA INNOVATION TECHNOLOGY DEVELOPMENT CO., LTD.
Registered Address: Room 938-941, Power C, Corporate Square, No. 35 Financial
Street, Xicheng District, Beijing, the People's Republic of China (the "PRC")
Postal Code: 100032
PARTY B: WANG JUN
Address: Floor 9, Tower C, Corporate Square, No. 35 Financial Street, Xicheng
District, Beijing, the PRC
ID No. :370102197012163311
PARTY C: ZHAO ZHIWEI
Address: Floor 9, Tower C, Corporate Square, No. 35 Financial Street, Xicheng
District, Beijing, the PRC
ID No. :110102196307100139
Whereas
A. Party A is a limited liability company duly organized and validly existing
under the laws of the PRC, with a registered capital of RMB 3,000,000.
B. Party B and Party C are current shareholders of Party A; Party B holds RMB
1.65 million contribution (55%) in the registered capital of Party A, and Party
C holds RMB 1.35 million contribution (45%) in the registered capital of Party
A.
C Party A intends to increase its registered capital, and Party B and Party C
agree to subscribe and contribute to the newly increased registered capital in
accordance with this Agreement.
THEREFORE, in accordance with the principle of fairness and mutual benefit,
through friendly negotiation, the Parties hereby enter into the following
agreements:
1. Definitions and Interpretations
1.1 Definitions
Unless otherwise specified herein, the terms used in this Agreement shall have
the meanings set forth below:
"Articles of Association" means the amended Articles of Association, which shall
reflect the terms of this Agreement executed by the Parties.
"Company" means Beijing Fuhua Innovation Technology Development Co., Ltd.
"Effective Date" means the date when this Agreement takes effect pursuant to
Article 5.1 herein.
"Newly Increased Registered Capital" means the registered capital Party A
intends to increase, i.e. RMB 7 million.
"Increased Registered Capital" means the registered capital of the Company after
the capital increase pursuant to this Agreement, i.e. RMB 10 million.
1.2 Interpretation
The headings of articles herein are provided for the purpose of reference. Such
headings shall in no event be used or affected interpretations of the terms
herein.
2. Capital Increase
2.1 Party A has the registered capital of RMB 3 million and has decided to
increase the registered capital to RMB 10 million ("Increased Registered
Capital"), in which the amount of the newly increased registered capital is
RMB 7 million ("Newly Increased Registered Capital").
2.2 Party B agrees to contribute RMB 3.85 million to Party B for the
subscription of the Newly Increased Registered Capital; Party C agrees to
contribute RMB 3.15 million to Party B for the subscription of the Newly
Increased Registered Capital. After completing the above capital increase,
Party B will account for RMB 5.50 million (55%) in the registered capital
of Party A, and Party C will account for RMB 4.50 million (45%) in the
registered capital of Party A.
2.3 Party A agrees Party B and Party C to subscribe for the Newly Increased
Registered Capital of Party A pursuant to this Agreement.
2.4 The Parties shall amend the Articles of Association of Party A and
other relevant legal documents pursuant to this Agreement, and assist Party
A in completing the registration procedures at the industry and commerce
authorities.
3. Closing
3.1 Party B and Party C shall contribute all the subscriptions of the Newly
Increased Registered Capital to Party A in one payment prior to March 10,
2008.
3.2 After receiving the payment for the Newly Increased Registered Capital
from Party B and Party C, Party A shall immediately arrange a PRC certified
accountant to make the capital verification of the capital contributed by
Party B and Party C within the time period specified by the Articles of
Association, and issue a capital verification report and capital
contribution certification to Party B and Party C.
4. Representation and Warranties
Each party hereby represents to the other parties that:
4.1 It has all the necessary rights, powers and authorizations to enter
into this Agreement and perform its duties and obligations hereunder.
4.2 The execution or performance of this Agreement shall not violate any
significant contract or agreement to which it is a party or by which it is
or its assets are bounded.
4.3 This Agreement will constitute legal, valid and binding obligations to
such Party, and such obligations can be enforced upon the execution of this
Agreement.
5. Effectiveness
5.1 The agreement shall be effective upon execution ("Effective Date").
6. Breach of this Agreement
6.1 Any non performance of any provision hereof, incomplete performance of
any obligation provided hereunder by any Party shall constitute an event of
default. The defaulting Party shall assume all the losses of other Parties
suffered. If any violation of the obligations hereunder or the
misrepresentation made in the representation, undertakings and warranties
hereunder fail to be remedied effectively within 15 days after the
non-breaching party sent a written notice ( or such other longer time as
agreed by the non-breach party in writing), the non-breaching party is
entitled to terminate this Agreement immediately unilaterally. The
defaulting Party shall assume all the losses of other Parties suffered.
7. Dispute Resolution
7.1 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.
7.2 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.
8. Miscellaneous
8.1 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.
8.2 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.
8.3 Matters not covered in the agreement shall be dealt with by the Parties
otherwise, pursuant to Chinese laws.
8.4 The agreement is executed in five original copies, and are equally
authentic. Each party hereto shall hold one copy, and the remaining two
shall be used for relevant industry and commerce registration procedures.
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This Agreement is executed by the following parties on March 3, 2008:
Party A: Beijing Fuhua Innovation Technology Development Co., Ltd.
SEAL:
Party B: Wang Jun
Signature:
Party C: Zhao Zhiwei
Signature: