Capital TransferAgreement
EX-10.9 9 v189264_ex10-9.htm
Capital Transfer Agreement
Party A: Sino-Euro United Investment Co., Ltd.
Legal Representative: Geng Zhiyuan
Party B: Beijing China Media Advertisement Co., Ltd.
Legal Representative: Xu Wen
Party C: Beijing Zhonghai Rongtong Culture Broadcasting Co., Ltd.
Legal Representative: Zhou Jung
The series “Chi Dan Zhong Xin” is a cooperative investment project of party A and B under the agreement signed on January 14, 2009. Under the agreement, Party A is responsible for developing the playwright, shooting, marketing and distribution, and Party B is to invest RMB 16,000,000 for this project. Party B is willing to transfer the investment and related legal right and interest in the project to Party C and Party C would like to accept the transfer without any objection from party A. Now Parties A, B and C agree to the following:
| 1. | Transfer Price, Payment Method and Timeline |
| a. | Party B shall transfer all the investment in “Chi Dan Zhong Xin” to Party C at the price of RMB 16,800,000 |
| b. | Party C shall begin transfer of payment within 5th days of the effectiveness of the agreement. Payments shall be made for a period of 4 quarters: pay 20% of the total payment in each of 1st and 2nd quarters and pay 30% of the total payment in each of 3rd and 4th quarters. All payments shall be paid by December 31, 2010. |
| 2. | Party B shall guarantee that he has complete ownership and disposal right of the investment and that the investment is not encumbered in any manner. Otherwise, Party B should bear the related economic and legal consequences. |
| 3. | Effectiveness of Transfer |
Immediately after the transfer date agreed hereto, Party C shall have all the legal ownership and rights and interests of the investment, as well as the related responsibilities.
Violation of the Agreement
| | 1. | Each party shall abide by the agreement once the agreement becomes effective. |
| | 2. | If Party C fails to pay on time, Party C shall be charged a daily penalty of 0.03% of the remaining payment. In case of the breach of agreement by Party C that causes damage to Party B and the penalty paid by party C is less than the actual loss, party C shall pay additional compensation to Party B cover Party B’s loss. |
| 4. | The parties may amend or cancel the agreement through consent by all three parties. |
| 5. | Dispute Resolution |
In the event of disputes, the parties shall resolve through friendly consultation, and if unsuccessful, then resort to the Beijing Arbitration Commission for resolution.
| 6. | Effective of the Agreement |
The Agreement is effective immediately after the signing of all the parties.
| 7. | The agreement is in three copies and each party has one copy. |
Party A
/s/ Geng Zhiyuan
Sino-Euro United Investment Co., Ltd.
March 26, 2009
Party B
/s/ Xu Wen
Beijing China Media Advertisement Co., Ltd.
Party C
/s/ Zhou Jung
Beijing Zhonghai Rongtong Culture Broadcasting Co., Ltd.
