Call Option Agreement ClCO

ID（身份证号码）：23092119661225023X  

Address（联系地址）：82, Team 18, Shunde Community, Qianjin District, Jiamusi City, Heilongjiang黑龙江省佳木斯市前进区顺德社区18组82号

The existing shareholders are the shareholders of Huludao Hefeng Rescue Equipment Co., Ltd. ( a liability limited company incorporated under the laws of the People’s Republic of China (the “PRC”), whose registered offices are located at Beigang Industrial Zone, Huludao，hereinafter referred to as “Huludao Hefeng” or “the Company”).

The existing shareholders have intention to transfer their stocks to “Huashida” respectively under doing not break Chinese laws, “Huashida” has intention to accept the exchange.

In order to carry out the exchange of the ownership of the stocks, the existing shareholders hereby irrevocably grants to “Huashida” an option to purchase, to the extent permitted under PRC Law, according to the call option, the existing shareholders

 

为实现上述股权转让，现有股东同意共同向华世达授予一项不可撤销的股权转让期权（以下称“转股期权”），根据该等转股期权，在中国法律允许的前提下，现有股东应根据华世达的要求，将期权股权（如下文之定义）按照本协议的规定转让给华世达和/或其指定的任何其他实体或个人持有。

 

“PRC Laws and Regulations”：Means the currently effective laws, administrative regulations, local regulations, explanations and other binding legal documents.

 

“中国法律”：

指届时有效的中华人民共和国的法律、行政法规、行政规章、地方法规、司法解释及其他有约束力的规范性文件。

 “Call Option”：

Means equity interests each shareholder has in the Company’s registered capital and all the equity interests in the Company in total.

“期权股权”：

就各现有股东而言，指其在葫芦岛鹤锋注册资本（如下文定义）中所分别持有的全部股权；就全体现有股东而言，即指占葫芦岛鹤锋注册资本100%的股权。

在本协议签署之日，指葫芦岛鹤锋的注册资本人民币 500,000元，亦包括在本协议有效期内因任何增资而形成的扩大后的注册资本。

Means when Huashida exercises its options, it has the right to ask the shareholders transfer the Company’s shares wholly or party to Huashida or its designated entity or natural person. The specific amount shall be freely decided by Huashida according to PRC laws and its business concern.

指华世达在行使其转股期权（以下称“行权”）时，根据本协议第 3.2条的规定，有权要求现有股东向其或其指定的实体或个人转让的葫芦岛鹤锋的股权，其数量可以为期权股权的全部或者部分，具体数额由华世达根据届时中国法律的规定及其自身的商业考虑而自由酌定。

Each time when Huashida exercises the option, Huashida shall pay consideration to shareholders. The exercise price of Huashida or its designated entity or natural person is RMB 1 Yuan. If at that time there is any regulatory PRC laws regulating the minimum price, the minimum price regulated by PRC laws shall be the exercise price.

指在每次行权时，华世达或其指定的实体或个人为取得转让期权而需向现有股东支付的全部对价。在华世达每次行权时，华世达或其指定的实体或个人应向各个现有股东支付的全部转股价格均为人民币1元。如中国法律对届时的转股价格有任何强制性规定，华世达或其指定的实体或个人有权根据中国法律，以中国法律所允许的最低价格作为转股价格。

Means the Company’s approval, permission, registration, including but not limited to Business License, Tax Registration and other related certificates required by PRC laws for its effective and legal operation.

指葫芦岛鹤锋为合法、有效经营其所有业务而必须持有的任何批准、许可、备案、登记等，包括但不限于《企业法人营业执照》、《税务登记证》，以及中国法律届时要求的其他相关许可和证照；

“The Company’s Assets”：

Means all tangible and intangible assets owned or authorized to use during the term of this Agreement, including but not limited to trade mark, copy right, patent, technology, domain name, software use right and other intellectual property.

“葫芦岛鹤锋资产”：

指葫芦岛鹤锋在本协议有效期内所拥有或者有权使用的全部有形和无形资产，包括但不限于任何不动产、动产，以及商标、著作权、专利、专有技术、域名、软件使用权等知识产权；

“Principal Agreement”：

Means agreements the Company enters into and has material effect on the Company’s business and assets, including but not limited to Exclusive Technical Service and Business Consulting Agreement.

“重大协议”：

指葫芦岛鹤锋作为一方的对葫芦岛鹤锋的业务或资产有重大影响的协议，包括但不限于葫芦岛鹤锋与华世达签订的《独家技术服务与商业咨询协议》，以及其他关于葫芦岛鹤锋相关业务的协议。

Huashida has the full power without limitation to decide the specific time, amount and numbers of exercise as long as the conditions are in accordance with PRC laws.

At the time of exercise, Huashida and/or the Designated Persons can hold all of the Company’s shares under PRC laws, Huashida is entitled to exercise all the options; If at the time of exercise, Huashida and/or the Designated Persons can hold part of the Company’s shares under PRC laws, Huashida is entitled to exercise the option within the upper limit regulated by PRC laws. Under the latter situation, Huashida is entitled to further exercise the option in accordance with PRC laws until all the option has been exercised.

Each time Huashida exercises its option, it can purchase the transferred equity interests itself or designate third persons to purchase all or part of the transferred equity interests.

According to the stipulations of PRC laws and regulation, Huashida and/or the Designated Persons may exercise Option by issuing a written notice (the “Notice”) to the Transferor and specifying the equity interest purchased from Transferor (the “Purchased Equity Interest”) and the manner of purchase. (Please refer to Appendix II for the format). The shareholders shall transfer the equity interests wholly or partly to Huashida and/or the Designated Persons upon receipt of the Notice.

In each time the performance of the Option:

The Transferor shall ask the Company to convene the shareholders’ meeting. During the meeting, the resolution, in which Transferor transfers Equity Interest to Huashida and/or the Designated Persons, shall be made;

The Transferor shall, upon the terms and conditions of this Agreement and the Notice related to the Purchased Equity Interest, enter into Equity Interest Transfer Agreement with Huashida and/or the Designated Persons (as applicable);

The related parties shall execute all other requisite contracts, agreements or documents, obtain all requisite approval and consent of the government, conduct all necessary actions, without any security interest, transfer the valid ownership of the Purchased Equity Interest to Huashida and/or the Designated Persons, and cause Huashida and/or the Designated Persons to be the registered owner of the Purchased Equity Interest. In this Clause and this Agreement, “Security Interest” means the ensure, mortgage, pledge, the right or interest of the third party, any purchase right of equity interest, right of acquisition, right of first refusal, right of set-off, ownership detainment or other security arrangements. But it does not include any security interest subject to the Equity Pledge Agreement.

As of the execution date of this Agreement and every transferring date, the     Shareholder hereby represents and warrants collectively and respectively to Huashida as follows:

It has the power and ability to enter into this Agreement, and any equity interest transferring Agreement (“Transferring Agreement”, respectively) having it as a party, for every single transfer of the Purchased Equity Interest according to this Agreement;

It has the power and ability to deliver this Agreement, and any equity interest transferring Agreement (“Transferring Agreement”, respectively) having it as a party, for every single transfer of the Purchased Equity Interest according to this Agreement, and to perform its obligations under this Agreement and any Transferring Agreement. Upon execution, this Agreement and the Transferring Agreements having it as a party constitute a legal, valid and binding obligation of it enforceable against it in accordance with its terms;

At the date of this Agreement, it is the owner of the option. Except for the rights designated by this Agreement, It does not set any security interest on the Option, including liens, pledge, claims, guaranties and other limitations from third party;

At the date of this Agreement, the Company has all the certificates necessary to its operation. The Company has full right and qualification to operate business within the territory of China. No litigation, arbitration or administrative procedure relevant to the equity interest and assets of the Company or the corporation is in the process, to be settled or potentially take place;

Huashida represents and warrants as the following:

Huashida is a limited company registered in accordance with PRC laws. It has the power and ability to enter into, deliver and perform this Agreement;

Huashida has performed all the necessary internal authorization procedures within the company. It owns full rights and authorization to enter into and perform the documents related to the transaction;

According to fair finance and business standard and tradition, to maintain the existence of the corporation, prudently and effectively operate business and deal with works during the term of the Agreement;

Without prior written consent by Huashida during the term of the Agreement,

not, upon the execution of this Agreement, to sale, transfer, mortgage or dispose, in any other form, any asset, legitimate or beneficial interest of business or income of the Company, or to approve any other security interest set on it;

not, in any form, to increase or decrease registered capital of the corporation, or to change the structure of the registered capital in any other forms;

not, dispose or urge the management of the Company dispose any of the Company’s assets (except that it is in the due course of operation;)

not to enter into any material Agreement with the Company, other than the Agreement in the process of normal business;

not, appoint or remove any the Company’s managing director, directors of the board (if applicable), supervisors or other management personnel that shall be appointed and removed by the Shareholders;

not, declare distribution or actually distribute any distributable profits, interests, or dividends;

ensure the Company’s going concern without being terminated, liquidated or dissolution;

not, in any form, to supplement, change or renew the Articles of Association of the Company.

To normally operate all business to maintain the asset value of the Company, without make any action or nonfeasance that sufficiently affects its operation and asset value during the term of the Agreement.

The Shareholder shall not discuss with any third party, other than for the purpose of performing the obligations under this agreement, (i)the existence, nature or terms of the negotiations and this Agreement; (ii)the Huashida’s trade secrets, proprietary business information, client information known to the Shareholder during the construction and performance of this agreement and (iii) trade secrets, proprietary business information, client information known to the Shareholder as the shareholder of the Company (the "Confidential Information") without the express written permission of the Huashida.

 

无论本协议是否已终止，现有股东对于(i)本协议之签署、履行及协议内容，(ii)其因签署及履行本协议而知悉或收到的有关华世达的商业秘密、专有信息、客户信息，以及(iii)其作为葫芦岛鹤锋的股东而知悉或收到的有关葫芦岛鹤锋的商业秘密、专有信息、客户信息（以下统称为“保密信息”）均负有保密义务。现有股东仅可就其履行其在本协议项下义务之目的而使用该类保密信息。未经华世达书面许可，任何现有股东均不得向任何第三方泄露上述保密信息，否则应承担违约责任并赔偿损失。

The Shareholder shall return to the Huashida, destroy by other proper means, upon the expiration of the agreement and request of the Huashida all documents, materials or software and cease to use any of the Confidential Information.

Article 6 shall survive after the agreement is ceased or terminated.

This Agreement has been duly executed by the parties’ authorized representatives and terminates until all the call option under this Agreement has been transferred to Huashida or its designated entities or natural persons.

Any communications among parties of this Agreement, including notice, requirement and offer shall be delivered in written form.

In the case of transmission by facsimile, the transmission shall be deemed delivered upon delivery; In case of delivering face to face, the transmission shall be deemed delivered upon delivery; all notices or communications sent by registered mail shall be deemed delivered five (5) Business Days from the time of posting.

The Parties agree and confirm that if any party (the “Breaching Party”) materially breach any terms of this Agreement or unable to perform any obligation under this Agreement, it will constitute a “Breach” act. Other party (the “Observant Party”) shall ask for remedy measures in reasonable time. If the Breaching Party does not perform any remedy measures in the reasonable time required by the Observant Party or within 10 days after the written notice of the Observant Party, then (1) if the shareholders or the Company is the breaching party, Huashida can terminate this Agreement and ask for remedies; (2)if Huashida is the breaching party, the observant party shall ask for remedies, but cannot terminate the Agreement.

 

各方同意并确认，如任一现有股东（以下称“违约方”）实质性地违反本协议项下所作的任何一项约定，或实质性地未履行本协议项下的任何一项义务，即构成本协议项下的违约（以下称“违约”），华世达有权要求违约方在合理期限内补正或采取补救措施。如违约方在合理期限内或在华世达书面通知违约方并提出补正要求后十(10)天内仍未补正或采取补救措施的，则华世达有权自行决定选择以下的任一种违约救济方式：(1)终止本协议，并要求违约方给予全部的损害赔偿；或者(2)要求强制履行违约方在本协议项下的义务，并要求违约方给予全部的损害赔偿。

The Parties agree and confirm that the Shareholders cannot terminate this agreement under any circumstances and for any reason.

The rights and remedies designated by this Agreement are accumulative, and do not exclude other rights or remedies under laws and regulations.

Article 9 shall survive after the agreement is ceased or terminated.

This Agreement shall be executed in three (3) original copies and is hold respectively by each Party, and each original copy has the same legal effect.

 

本协议正本一式叁(3)份，本协议之各方当事人各执壹(1)份，每份具有同等法律效力。

The execution, validity, interpretation, performance, amendment, termination and the dispute resolution of this agreement are governed by the laws of PRC.

The Parties shall strive to settle any dispute, conflicts, or compensation claims arising from the interpretation or performance (including any issue relating to the existence, validity and termination) in connection with this Agreement through friendly consultation. In case no settlement can be reached within thirty (30) days as of one party asked for the settlement, each party can submit such matter to China International Economic and Trade Arbitration Commission (the “CIETAC”) in accordance with its rules. The arbitration award shall be final and conclusive and binding upon the Parties.

Any right, power or remedy granted to a party by one term of this agreement does not exclude the party from any right, power or remedy granted by other terms or laws and regulations. And one party’s performance of its right, power and remedy does not exclude the party from performing other right, power and remedy.

No failure or delay by any Party in exercising any right or remedy provided by law or under this Agreement shall impair such right or remedy or operate or be construed as a waiver or variation of it or preclude its exercise at any subsequent time and no single or partial exercise of any such right or remedy shall preclude any other or further exercise of it or the exercise of any other right or remedy.

The headings are for convenience and under no circumstances; the headings shall affect the interpretation of the articles of the agreement.

This Agreement is severable. If any clause of this Agreement is judged as invalid or non-enforceable according to relevant PRC Laws, such clause shall be deemed invalid only within the applicable area of the PRC Laws, and without affecting other clauses hereof in any way.

The Parties may amend and supply this Agreement with a written agreement. The amendment and supplement duly executed by the Parties shall be a part of this Agreement and shall have the same legal effect as this Agreement.

This agreement is binding to all the parties herein and their respective lawful successors and assignees.

 

本协议对各方的合法继受人均具有约束力。

Capital Contribution(RMB) 出资额(人民币)

朱宝元

45万

90%

高健郡

5万

10%