Exhibit 10.24
AGREEMENT FOR TRANSFER
OF ENTITLEMENT TO DIVIDENDS
This Agreement for Transfer of Entitlement to Dividends (this "Agreement")
is made on August 15, 2003 by and between:
Transferor:
Mr. Wang Qindai ("Party A", ID Card No.: 110102641107155, Passport Number:
148932465), whose address is No.50 Dajue Hutong, Xicheng District, Beijing
Transferee:
Hurray! Holding Co., Ltd. (Chinese name: [CHINESE COMPANY NAME], "Party
B"), whose address is Coden Trust Company (Cayman) Limited, Century Yard,
Cricket Square, Hutchins Drive, PO Box 2681GT, George Town, Grand Cayman, Cayman
Islands.
WHEREAS:
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1. Hurray! Technologies (HK) Limited (English Name: [CHINESE COMPANY NAME],
Abbreviation: "Hurray! Technologies") is a limited liability company
incorporated and validly existing under the laws of Hong Kong, with an address
of Unit D 10/F, China Overseas Building, 139 Hennessy Road, Wanchai, Hong Kong.
At present, all equity interests that are calculated in proportion to the
capital contribution to its registered capital are legally held by Party A and
Party B as follows: Party A owns 10,000 shares, representing 1% of the equity
interest of Hurray! Technologies, while Party B owns 990,000 shares,
representing 99% of its equity interest.
2. For the sake of the development of Hurray! Technologies, Party A intends to
transfer, and Party B intends to accept the transfer of, its entitlement to
dividends conferred by his 1% equity interest in Hurray Technologies (the
"Transfer Entitlement").
3. After friendly consultation, Party A and Party B agree to jointly cooperate
and coordinate so as to effect the transfer of the entitlement to dividends
between them successfully.
In order to define their mutual rights and obligations, Party A and Party B
hereby agree in respect of any matter concerning the above Transfer Entitlement
as follows:
ARTICLE 1 TRANSFER OF ENTITLEMENT TO DIVDENDS
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1. In accordance with this Agreement, Party A agrees to transfer to Party B the
entitlement to dividends conferred by his shares on the Closing Date (as defined
hereinafter) set forth herein.
2. The Transfer Entitlement described above shall only mean the entitlement to
dividends conferred by the equity interest of Party A which represents 1% of the
registered capital of Hurray! Technologies. However, the ownership of equity
interest corresponding to the above capital contribution, the rights to use and
dispose in connection with such equity interest (including without limitation,
the rights to attend and vote at general meetings, to supervise the operation
and management of Hurray! Technologies and make recommendations and decisions in
respect thereof in the capacity of its shareholder, and to decide and carry out
right issue pursuant to the laws of Hong Kong and the articles of association of
Hurray! Technologies), as well as other rights exercised by or in the name of
its shareholders shall be continuously enjoyed and exercised by Party A. Party B
shall have no right to intervene in the exercise by Party A of the ownership of
the equity interest corresponding to the above capital contribution, the rights
to use and dispose in connection therewith in any manner.
3. Party B agrees to accept the transfer of the Transfer Entitlement from Party
A in accordance with the requirement hereof.
4. Since the Closing Date stipulated by this Agreement, Party B shall
immediately become the legal owner of the Transfer Entitlement hereunder, and
shall enjoy and assume all the rights and obligations in relation to the
Transfer Entitlement on pro rata basis. Party A shall no longer be entitled to
any right in respect of the Transfer Entitlement, nor shall he bear any
obligation or liability in respect thereof, unless otherwise provided herein.
ARTICLE 2 CONSIDERATION
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Party A and Party B hereby confirm that the transfer by Party A to Party B
of the Transfer Entitlement mentioned in this Agreement shall be made without
consideration.
ARTICLE 3 REPRESENTATION, WARRANTY AND UNDERTAKING OF PARTY A
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Party A hereby represents, warrants and undertakes to Party B as follows:
1. Party A has all the necessary rights, power and authority to execute and
perform all the obligations and liabilities herein. This Agreement shall have
the legal, valid and binding obligation on Party A once it is signed.
2. Party A has the legal and full ownership of the Transfer Entitlement, and has
the right to sign this Agreement and deal with all or any part of the Transfer
Entitlement. The Transfer Entitlement or any interests in connection therewith
is not subject to any restriction of pre-emptive rights or other similar rights.
3. Party A shall deliver to Party B any monetary distribution of bonus and
dividends in respect of its capital contribution within 5 working days of the
receipt of relevant distributions. If such distribution is non-monetary, Party A
and Party B shall sign a
separate agreement in respect of the distribution given by Party A to Party B
and the handling of legal formalities through mutual consultation. Failure to
reach the above agreement for any reasons other than the fault of Party A that
may hinder Party B to collect the non-monetary distribution shall not constitute
a cause for the breach of this Agreement by Party A. Any taxes that are required
to be paid in the course of the distribution and delivery of any bonus and
dividends relating to capital contribution, and the consideration shall be borne
by Party B.
4. On the basis of the laws of Hong Kong and relevant policies, Party A will
work jointly with Party B to handle properly any unresolved matters arising out
of the transfer of the entitlement to dividends set forth herein.
ARTICLE 4 REPRESENTATION, WARRANTY AND UNDERTAKING OF PARTY B
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Party B hereby represents, undertakes and warrants as follows:
1. Party B has the full right to accept the transfer of the entitlement to
dividends set forth herein, and has obtained all the necessary right or
authority to execute and perform this Agreement. This Agreement shall have the
legal, valid and binding obligation on Party A once it is signed.
2. On the basis of the laws of Hong Kong and relevant policies, Party B will
work jointly with Party A to handle properly any unresolved matters arising out
of the transfer of the entitlement to dividends set forth herein.
ARTICLE 5 CLOSING DATE
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The transfer of the Transfer Entitlement mentioned herein shall be
completed on the date when this Agreement is legally and duly signed by Party A
and Party B or their authorized representatives, which is the Closing Date.
ARTICLE 6 CONFIDENTIALITY
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Unless otherwise required by the relevant laws and regulations of Hong Kong
and the articles of association of Hurray! Holding, or unless otherwise agreed
in writing by the Parties hereto, no Party shall disclose the content of this
Agreement to any third party other than Party A and Party B prior to the
completion of the transaction described herein without the consent of the other
Party.
ARTICLE 7 UNRESOLVED MATTERS
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After the execution of this Agreement, Party A and Party B agree to further
discuss by consultation any matters that remain unresolved in this Agreement and
to sign a supplemental agreement on the basis that an unanimous view is reached
by consultation. This supplemental agreement shall form an integral part of this
Agreement.
ARTICLE 8 LIABILITIES FOR BREACH OF CONTRACT
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A breach of contract shall be constituted if a Party is in violation of any
of his/or her representations, warrants and undertakings hereunder, or any
provisions hereof. The defaulting party shall make comprehensive and full
compensation to the non-defaulting party in accordance with applicable laws.
ARTICLE 9 DISPUTES RESOLUTION
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1. All disputes arising from the performance of, and in connection with, this
Agreement shall be resolved by the Parties hereto through friendly consultation.
If they cannot be resolved through consultation, either party shall have the
right to refer the disputes to Hong Kong International Arbitration Center and
resolve them by arbitration.
2. Any provisions of this Agreement ruled to be invalid by arbitration pursuant
to applicable laws shall not affect the effectiveness and performance of the
other provisions hereof.
ARTICLE 10 APPLICABLE LAWS
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The execution of this Agreement, its effectiveness, interpretation and
performance, and disputes resolution shall be governed by the relevant laws of
Hong Kong.
ARTICLE 11 RIGHTS UNDER THIS AGREEMENT
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Without the written consent of the other Party, none of the Parties shall
transfer its rights under this Agreement. The successors of Party A and Party B
or and their authorized transferees shall be subject to this Agreement.
ARTICLE 12 FORCE MAJEURE
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1. "Force majeure" shall mean any event that are beyond the reasonable control
of, unforeseeable, or foreseeable but unavoidable by Party A and Party B, which,
as a result, will hinder, affect or delay the performance by a Party of all or
part of his/her obligations hereunder. Such event shall include but not limit to
earthquake, typhoon, flooding, fire or other disasters, wars, disturbance,
strikes or any other similar events.
2. In the case of force majeure event, the Party affected by it shall
immediately notify the other Party of such occurrence by the most convenient and
fastest way available to him/her, and shall, within 15 days, provide
documentation stating the details of such event and the reason for his/her
failure to perform all or part of, or any delay of the performance of, this
Agreement. Party A and Party B shall then decide to delay the performance or
termination of this Agreement through consultation.
ARTICLE 13 COUNTERPART
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This Agreement is written in Chinese with two original counterparts. Party
A and Party B shall each keep one copy. Each original copy shall have the equal
legal effect.
IN WITHNESS WHEREOF, Party A and Party B have duly executed this Agreement
as of the date first written above.
Party A: Mr. Wang Qindai Party B: Hurray! Holding Co., Ltd.
(Signed) Authorized Representative: Liu Xiaoxi
(Signed and Sealed)