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Equity and intellectual property rights transfer agreement
Transferor：ANV Security Group (Asia) Limited, USA. (Hereinafter referred to as "Party A")
注册地址：11/F, AXA Centre, 151 Gloucester Road, Wanchai, Hong Kong
Registered Address：11/F, AXA Centre, 151 Gloucester Road, Wanchai, Hong Kong
授权代表： Wilson Wang
Authorized representative：Wilson Wang
Transferee 1：Aopvision Science and Technology Co., Ltd. Hong Kong (Hereinafter referred to as "Party B")
注册地址：Unit E, 15/F, Cheuk Nang Plaza, 250 hennessy Road, Wanchai
Registered Address：Unit E, 15/F, Cheuk Nang Plaza, 250 Hennessey Road, Wanchai
Authorized representative： Jiang Xiu
Transferee 2 ：Pu Zheng Wu (Hereinafter referred to as "Party C")
Address: House No, 802, 15th Hui Jing South Road, Guangzhou City.
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Subject of transfer: ANV Security Technology (China) Co., Ltd. (Hereinafter referred to as the "Target Company")
Registered Address: 3rd Floor, Building B, No 7 East Block, Shang Xue Technology Park, Ban Tian Long Gang District, Shen Zhen
Legal Representative: Li Tingyi
In view of:
1. The target company is the Party A in September 2010 acquisition in China, a wholly-owned subsidiary. Formerly as Aopvision Science & Technology Company Shen Zhen The original shareholders Li Tingyi & Jiang Xiu consists of Beijing, Shandong, Shenyang, Shijiazhuang four branches and a Tai Yuan subsidiary. Existing DVRs, IP cameras, analog cameras, production lines, and network video conferencing Command and Control System Platform）(Including: analog camera has been rented to Watchman Electronic Company Limited., Guangzhou for a period of three years) The company has
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SANNCE AOPVISION and ANV three registered trademark. Now as state - level high-tech enterprises.
2. Party A has the goal of 100 percent of the company's equity share and intellectual property rights and have Power to dispose the 100% of the target company shares and intellectual property, but need to get the approval from the Party A the parent company board of directors and shareholders.
3. Party B is established company in Hong Kong with limited liability, registered shareholder: Jiang Xiu the citizens of China.
4. Party C is a Chinese citizen, with the shares of the parent company Party A.
5. Party A due to the development of enterprises need to focus existing resources and its core business. Also has decided that the Target Company’s entire equity sale out.
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6. Party A agreed target company held 100% of the shares and some intellectual property rights are transferred to Party B and Party C, Party B, Party C agree to transferee of such shares and some intellectual property.
Accordingly, A, B, C the three parties been fully and friendly consultation, reached the following equity transfer agreement for the purpose jointly observe.
1. Subject of Transfer
1.1: This Agreement is for the A, B, C the three parties signed a general agreement on the goal of 100% of the equity transfer and some intellectual property. A, B, C the three parties oriented and all other written or verbal agreement reached agreement transactions separately are not inconsistent with this agreement.
1.2: Transferred to Party B the subject content include the following
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1. All of the target company’s debt, debt, inventory, cash; total net tangible assets at March 31, 2012 financial statements (see Annex), subject to the actual net assets: 11.21 million RMB.
2. The target company subsidiary Beijing branch with all the interests but after the change of equity no longer can use the name of the branch of the target company.
3. The target company has the trademark of Aopvision and currently authorized Watchman Electronic Technology Co Ltd., Guangzhou) for 690,000 RMB.
The specific content of the Target Company and Watchman Electronic Technology Co Ltd., Guangzhou was signed on October 1, 2011 "Resale contract agreement" to prevail.
4. The target company signed the contract for the rental of equipment with Watchman Electronic Technology Co., Ltd Guangzhou the rental fees for three years is 1.8 million
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RMB. The specific content of the Target Company and Watchman Electronic Technology Co., Ltd Guangzhou was signed on October 1, 2011"Resale contract agreement shall prevail.
5. Analog camera raw material inventory of the target company 1.3 million RMB.
6. The target company has a DVR, IPC, network camera technology and software copyrights
7. The target company's total employees
8. The target company's sales network channels.
More than total assets of about 15 million RMB
1.3: Transferred to Party C content of the target:
1. SANNCE trademark of the target company has priced 1.5 million RMB.
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2. Command and Control System platform of the target company has a network video conferencing system which price of 1.5 million RMB. More than total assets of about 3 million RMB
1.4: The target company following details does not include within the scope of the share transfer
1. Target Company Name: ANV Security Technology (China) Co., Ltd.
2. The target company ANV Security (ANV) has a trademark, websites and E-mail.
3. Target Company has subsidiaries of Shijiazhuang, Shenyang, Shandong, Tai'an and their all of the assets.
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4. The target company until the March 31, 2012 has applied for government capital funding. (Peacocks plan, Development and Reform Commission, Science and Technology Bureau, etc.).
1.4: Party A agreed to the terms and conditions of this Agreement. Will target 100% of the shares to their rightful owners and some intellectual property and the shares belong to more than 1.2 equity transferred to Party B, 1.3 intellectual property rights of their legal owner of the target company are transferred to Party C. Party B & Party C agree to the terms and conditions of this Agreement, the transferee of the aforementioned shares and intellectual property.
1.5: For equity transfer price and payment conditions and other related matters, article IV of this Agreement have been expressly agreed, A, B, C the three parties agreed upon no longer sign any other agreement.
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2.1: In order to better control the A, B, C tripartite transaction costs and risk, by A, B, C tripartite consultations, the Transaction is only one-time carry out. The A, B,C the three parties have signed this agreement, the A, B, C tripartite transaction subject of total(100% of the target company equity and intellectual property and its affiliated agreed upon interests) One-time transfer and the deadline is April 30, 2012, Under special circumstances, A, B, C tripartite agreed upon to sign the supplemental agreement.
2.2: By A, B, C tripartite joint consultation and ANV Security Technology (China) Co., Ltd. shareholders by the Party A to change Party B and change the name of target company as the Aopvision Science and Technology Co., Ltd. Shenzhen. (Tentative name) or other name for the procedures by the party A & B are responsible and also to appoint someone to handle. Party A to be actively assists.
2.3: Party A & B will equally share the cost of all the changes e.g. company name, license, taxes & etc.
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2.4: While changing the shareholders or name of the target company ANV Security Group (China) Co., Ltd. Party A at the same time re-register new ANV Security Technology (China) Co., Ltd in Nanshan District, Shenzhen. By the new registered company should has Tai'an, Shijiazhuang, Shandong, Shenyang Branches, Party B shall actively assist in all the process of change.
3. Transaction price
3.1: 100% equity in the Target Company under this Agreement and intellectual property transfer price. A, B & C the three parties mutually agreed the subject of transfer to Party B a total amount of 15 million RMB and Total amount of 3 million RMB transferred to Party C.
4. The Transaction price to pay
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4.1: Party B payment is divided into two parts, cash 5 million RMB (also can be converted into Hong Kong dollars to pay in Hong Kong, exchange rates in accordance with the same day exchange rate) Can be paid in installments; target company's Liting Yi and other management team holds a Party A stock of the parent company total of
7. 35 million shares valued 10 million RMB recovered by the Party A at once.
4.2: Payment method of Party B cash portion, within 3 days after the three parties signed the agreement, Party B to pay 1 million RMB deposit to the RMB account specified by the Party A. If Party A receives 1 million RMB deposit paid by the Party B. The board of directors or shareholders of the Group did not agree to this transaction, Party A in the transaction is rejected within 3 days as shown with these 1 million RMB deposit returned to Party B and Party A can not transfer the target company to a third party. However, if Party A received 1 million RMB deposit from Party B and the Group Board of Directors also agreed to the deal and apply three months after completion of the equity modification formalities in the Industrial and Commercial Bureau of Shenzhen, Party B to pay 1 million RMB to Party A. Party B pay to party A the payment of 2 million RMB at December 31, 2012. Party B all transaction amounts should pay till June 30,
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2013, that is 1 million RMB. (The above payment also can be paid in Hong Kong dollars in Hong Kong paid in accordance with the day of the exchange rate).
4.3: Party C payment method, Party C returned to hold wan 2.2 million in the Party A in the parent company stock price of 3 million RMB, one-time to recover from the Party A, The intellectual property transfer procedures are handled by the Party C, A and B sides to assist Party C's expense.
4.4: Because Party A and party B both are registered companies in Hong Kong so they have to do equity transfer procedures in China. Party A receives the transfer money from Party B will not issue VAT invoices only issue financial receipt. If it comes to Hong Kong part of tax both sides independently bear.
在甲、乙、丙三方签署本股权转让协议后, 乙、丙双方可以委派专业会计师、 律师等专业人员对目标公司进行财务审计、法律调查和现场考察,但所有费用均由乙、丙双方自行承担； 甲方应通知目标公司负责人向乙、丙双方委派的审计团队提供各种证照、财务、资产、合同等全部原始凭证和文件资料，配合审计工作。
5. Financial audit
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A, B, C the three parties signed an equity transfer agreement party B & C can be delegated to a professional accountant lawyers and other professionals to conduct financial audit of the target company, legal research and site visits, but all costs bear by the party B & C. Party A shall notify the target company responsible person to the party B.
Party C mutually appointed audit team and provide all kind of licenses, financial assets, contracts, and all original documents and documents related with the audit work.
6. Legal procedure for handover
6.1: A, B, C tripartite confirmed that the two sides signed the equity and intellectual property transfer agreement. Party A date of receipt of the initial transfer money for tripartite handover date is tentatively scheduled for April 30, 2012.
6.2: Since the handover date, Party A shall transfer all of the following information of the target company to party B to properly handle the transfer of work.
6.2.1: The target company complete the true list of assets and financial statements, Audit reports, Credit rating information and submitted to the U.S. Securities and institutions of all statements and information copies.
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6.2.2: Product design, product specifications, production process, technical drawings and other technical information and to ensure that the information should be true, accurate and complete.
6.2.3: Sales channels, customer information and has not been fully performed the contract of sale procurement contracts and Copy rights under the agreement.
6.2.4: Details of the supply channels of raw materials and raw materials suppliers.
6.2.5: Raw materials and finished goods inventories.
6.2.6: Trademark, proprietary technology and patents.
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6.3: From the date of the handover Party B is free to appoint and assign a new member for the board of directors of the Target Company, management team and related personnel stationed in the target company management, administration work. Party A appointed chairman has to resign at the same time but do not take any compensation.
6.4: Any party fails to perform the relevant obligations are considered liable for breach the contract in accordance with the provisions of Article VIII of this Agreement.
7. Tripartite commitment
7.1: Legal qualifications
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7.1.1: Party A to ensure that the target company established in accordance with Chinese law and validly existing, has its business license, the normal legitimate business required all government approvals, certificates and permits.
7.1.2: Party A guarantees under this Agreement to transfer Party B and Party C's equity and intellectual property and Party A is legally holder of the shares and intellectual property rights and the legitimate right of disposition, Party A ensure that this transfer of equity and intellectual property is not set any form of guarantees and the right to limit the transfer of equity and intellectual property rights against any third party, otherwise, Party A shall bear all the economic and legal responsibilities.
7.1.3: A, B & C tripartite with the necessary powers to entering into and performance of the agreement and to ensure that this Agreement is legally binding on the tripartite. Signed by the three parties and to fulfill the agreement and has received all the necessary authorization. The tripartite agreement signed by representatives authorized to sign this Agreement, and has a legally binding.
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7.1.4: The target company should bear the financial, liability, fines or adverse consequences or government departments recourse to the target company before the transaction from party A.
7.2: Financial matters
7.2.1: Party A has the target company full financial data and accounting statements, truthful and accurate disclosure to the Party B and Party C, and to ensure that assets and liabilities of the companies involved in this agreement is true, complete, exhaustive, and there is no misleading statements.
7.2.2: Party A has never been the company's asset position, operating condition or business prospects of any false or misleading statement to Party B and Party C.
7.3: Company assets
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7.3.1: Party A to ensure that does not involve any litigation pending may occur in the Party A as the party or the Party A and its property is bound, it may have a material adverse impact on the Party A to fulfill the obligations under this Agreement, arbitration, administrative penalties or other legal proceedings.
7.3.2: Party A has to ensure that there are no other rights of any third party for all of the assets of the company, does not exist any potential right to dispute or disputes, nor is there any administration, the judiciary, the compulsory acquisition of these assets, seizure, requisition, development proposal, notice, order, ruling or judgment.
7.3.3: Party A promises to take full responsibility for the completion of the transfer of shares, transfer procedures before the target company or liabilities (external guarantees, loans, mortgages, etc.), and to the name of the company as a guarantee.
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7.4.1: Party A statement has been in prior to the signing of this Agreement by Party B and Party C to inform and produce all relevant performance and will have to honor the contract (see annex).
7.4.2: In addition to the contract described in the preceding paragraph company does not exist any other obligation or abnormal transactions contracts, agreements, etc.
7.5: Party A guarantees that, after the signing of this Agreement change the business license date. The target company has no longer any investment, debt, external guarantees asset sale and purchase acts.
7.6: Party A guarantees that, the target company prior to the tripartite handle the transfer of production and operation to comply with the requirements of relevant state laws and regulations and to have to bear the economic and legal responsibilities. The
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target company after the transfer of economic and legal responsibility borne by Party B and Party C
7.7: Party B to ensure that, return back 7.35 million shares and to pay equity transfer schedule agreed upon in accordance with terms of 4.1 and 4.2.
7.8: Party C guarantee, in accordance with 4.3 the terms of the agreement to return 220 wan million shares.
7.9: Party B promises, before the equity transfer price is not paid, Party B shall not transfer 100% of the target company's shares. Mortgage or asset restructuring, otherwise, Party B will be deemed a unilateral breach the contract.
7.10 乙方承诺，其股东蒋秀、李廷义和其他关联人以其个人房产、车辆和其它个人资产对本次股权转让进行无限责任担保，直至本交易项下的现金部分全部支付完毕；本担保需要在深圳市公证处办理法律公证手续，公证费用由双方各承担50% 。
7.10: Party B promises, Jiang Xiu its shareholders Li Tingyi and other related personal property, vehicles and other personal assets during the equity transfer with unlimited liability guarantee. Until this transaction under the cash portion is fully paid, this warranty is in Shenzhen Notary Public Office to apply for notaries procedures. Notary fees from each party to bear 50%
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7.11: Party B promises, the target company in 2011 for the government-funded capital (Peacocks plan, Development and Reform Commission, Science and Technology Bureau, etc.) upon receipt, unconditionally and timely transfer to the RMB account specified by the Party A, If it comes to taxes or government assessment part of the cost, borne by the Party A, Party B shall not be withheld misappropriated, otherwise party B will be deemed to breach of contract. If the resulting adverse consequences and liability shall be borne by the Party A
7.12: Party B promises after changing the target company equity, soon change and established the name of the original target company website, E- Mail, advertising, promotional materials and outdoor publicity information (including www.anvsg.cn mailboxes and Web sites can continue to use 6 months). Shall not original name of the target company for outdoor publicity in any form
7.13: After the signing of this Agreement, all matters related to Party B and Party C from B and C both sides to resolve, Party A shall not be liable for any liability.
8. Breach of contract
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Formally signed the tripartite "Equity and Intellectual Property Transfer Agreement"
8.1: Within 30 days after the signing of this agreement due to special reasons not agreed by the Party A the parent company board of directors and shareholders will vote, the agreement automatically lapse, there is no Party A breach of contract, Party A does not need to assume any liability the two sides in accordance with Party A the parent company board of directors and the shareholder's request modify the terms of this Agreement until the Party A the parent company board of directors and shareholders approve by vote.
8.2: Any party to the commitments made in this Agreement and to ensure that inaccurate or any party in violation of the obligations under this Agreement and not taken by the other party written notice within ten (10) days after the effective remedies, the defaulting party liable for compensation on such breach under this Agreement 8.3 convention.
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8.3: Any party to the agreement in violation of this Agreement shall observant party to pay liquidated damages, breach of contract as10% of the base price of the transaction price.
8.3 如乙方未能按照本协议第4.2条款约定的日期支付股权转让款，逾期滞纳金按照当其付款额每日0.1%计算，逾期超过30天，视为乙方违约，乙方除需要按日交纳滞纳金外，尚需按照本协议 8.3条款支付给甲方违约金，同时甲方有权按照本协议要求乙方一次性支付全部余款，乙方拒不支付的，甲方可以按照本协议地7.8条款申请深圳市人民法院法院进行资产保全，强制执行。
8.3: If Party B is not in accordance with this Agreement 4.2 the date agreed upon under subsection pay equity transfer of late fees in accordance with 0.1 percent per day. Late for more than 30 days party B will be deemed to breach of contract. Party B in addition to pay daily basis late fees breach of contract to the Party A in accordance with 8.3 of the provisions of this Agreement. Party A is entitled to require Party B in accordance with this Agreement, one-time pay the full balance, if Party B refused to pay Party A may in accordance with 7.8 the terms of this Agreement to apply for the Shenzhen Municipal People's Court for asset preservation to enforce.
9. Applicable Law and Dispute to solve
9.1: This Agreement and compliance with applicable Chinese laws and to explained in accordance with Chinese law.
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9.2: Party A, B & C the three parties in this Agreement or relating to this Agreement the dispute should be to solve through friendly consultations. If within 60 days from the date of the dispute has arisen, are still can not resolve the dispute, any party entitled to the dispute to the people's court to draw the proceedings.
10.1: The consequences of this equity transfer and delivery of assets before the public disclosure in accordance with the relevant provisions of the tripartite participation of the share transfer and delivery of assets, all matters covered by this Agreement are confidential obligation on any party personnel leaks caused should be bear all the responsibility.
10.2: If any one or more provisions of this Agreement in any respect on the applicable law be deemed invalid, illegal or unenforceable, the validity, legality and enforceability of
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the remaining provisions of this Agreement will not be any impact or effectiveness will not be weakened.
10.3: Target assessment agreement "was signed on November 30, 2011, by the target company and Li Tingyi after the signing of this agreement and Party A parent company board of directors and shareholders will be formally approved and automatically terminated such as within 30 days after the signing of this Agreement of Party A parent company board of directors and shareholders approved the agreement automatically lapse, the target company and Li Tingyi target assessment agreement "was signed on November 30, 2011, continue to implement effectively.
10.4: The original of these Agreement three copies, the Chinese version is as a valid legal text, by A, B, C, the three parties keep one copy and each of the original have the same legal effect. The issues covered in this Agreement by the A, B, C tripartite consultation.
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Signed by three parties:
Party A: ANV Security Group (Asia) Limited (Seal)
乙方：香港安普威视科技有限公司 ( 盖章)
Party B: Aopvision Science and Technology Co., Ltd. Hong Kong (Seal)
Party C: Pu Zheng Wu
Signing Time: April 24, 2012
Place of signing: Shenzhen China
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1. A and B side’s business license, business registration certificate and list of shareholders Party C ID card copy
2. Target company's financial reports & list of assets
3. Financial statements of March 31, 2012
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