Transfer of Right to Invest and Project Cooperation Agreement between Forlink Software Corporation, Inc. and Statelink International Group, Ltd.
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Summary
Forlink Software Corporation, Inc. (Party A) and Statelink International Group, Ltd. (Party B) agree that Party B will transfer its right to invest 20 million RMB for a 22.73% equity stake in Guangxi CAEXPO International Trade & Logistics Co., Ltd. to Party A. In return, Party A will issue 13 million common shares to Party B and appoint a Party B representative to its board if Party A wins a related project. If the project is not won within three months, both parties can reverse the transaction for $1. Party B will also assist Party A in the process and may receive a consulting fee.
EX-10.1 2 v054320_ex10-1.htm Unassociated Document
Exhibit 10.1
Transfer of “Right to Invest” and Project Cooperation Agreement
[English Translation]
PARTY A: FORLINK SOFTWARE CORPORATION, INC (FRLK)
PARTY B: STATELINK INTERNATIONAL GROUP, LTD
PARTY A: FORLINK SOFTWARE CORPORATION, INC (FRLK)
PARTY B: STATELINK INTERNATIONAL GROUP, LTD
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PARTY A and PARTY B, equal parties in a friendly negotiation, have reached the following agreements regarding the transfer of “Right to Invest” and “Project” Cooperation.
| 1) | The term “Right to Invest” refers to: Right to invest 20,000,000 RMB in GUANGXI CAEXPO INTERNATIONAL TRADE & LOGISTICS CO., LTD in exchange for its 22.73% equity interests. |
| 2) | The term “Project” refers to: A contract to build “Electronic Trade and Logistics Information platform and Call Center.” |
| 3) | PARTY B has legitimate “Right to Invest” and the party who has the “Right to Invest” will be considered as preferred “Project” bidder by GUANGXI CAEXPO INTERNATIONAL TRADE & LOGISTICS CO., LTD. PARTY B has agreed to transfer the “Right to Invest” to PARTY A. PARTY B will assist PARTY A in all necessary legal and administrative procedures associated with the transfer. |
| 4) | PARTY B will do its best to help PARTY A to win the “Project” and obtain the contract payment. |
| 5) | One week after PARTY A completes the registration of 22.73% equity interests of GUANGXI CAEXPO INTERNATIONAL TRADE & LOGISTICS CO., LTD, PARTY A will start the process to issue PARTY B 13,000,000 common shares of PARTY A as payment for the “Right to Invest”. In addition, a designated person from PARTY B will be named as a member of the Board of PARTY A after the “Project” is awarded to PARTY A. |
| · | PARTY B must not sell or transfer the shares issued by PARTY A before PARTY A win the project. |
| · | If PARTY A can not win the project within three month after signing this agreement, PARTY A has right to buy back the shares issued to Party B for 1 U.S dollar; PARTY B has right to buy back “Right to Invest” for 1 U.S dollar. Both parties have responsibility to assist each other complete necessary legal and administrative procedures. |
| 6) | After receiving a partial contract payment, PARTY A will pay PARTY B a marketing consulting fee; PARTY B will need to provide PARTY A with official receipt. |
| 7) | This agreement has two copies, each party holds one. |
| PARTY A (Signature): | PARTY B Signature): | |
| /s/ He Yi | /s/ Sun Zhenying | |
| Date: 10/3/06 | Date: 10/3/06 | |
