EquityTransfer Agreement ClO

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受让方：

1.

Weihai China Glass Solar Co., Ltd. (the “Company”) is a Sino-foreign equity joint venture company established and validly existing under the laws of the PRC.  Solar Thin Films, Inc. contributed USD1,500,000 to the Company, accounting for 15% of the registered capital of the Company; Renewable Energy Solutions, Inc. contributed USD500,000 to the Company, accounting for 5% of the registered capital of the Company;

 

 

 

2.	The Transferee is a company established and validly existing under the laws of Hong Kong;

受让方系一家依据香港法律注册成立并有效存续的公司；

3.	Each of the Transferors agrees to transfer its entire capital contribution in the Company (hereinafter referred to as “Transferred Equity”) to the Transferee; the Transferee agrees to accept the Transferred Equity.

 

 

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Subject to the terms and conditions of this Agreement, the consummation of the transactions contemplated by this Agreement shall take place at a closing (the “Closing”) when all the conditions precedent set forth in Article 4 are fulfilled or waived in writing by the Parties.  The date on which the Closing occurs is herein referred to as the “Closing Date”.

根据本协议的条款和条件，本协议下的交易于第4条所列的先决条件全部满足或被各方书面豁免时完成（“交割”）。交割当日在本协议中被称为“交割日”。

4	Conditions Precedent to the Closing

4.1

The other shareholders of the Company shall have waived in writing the right of first refusal with respect to the Transferred Equity;

4.2

The formation, effectiveness, validity and performance of this Agreement is not challenged, restricted or prohibited by any third party or any court, arbitration institution or relevant government authority of the PRC;

4.3

Each Party shall have completed all the required internal approval procedures for the Closing pursuant to its articles of association;

4.4

The representations and warranties made by Each Party under this Agreement is still true and effective at the time of the Closing;

4.5

The transfer of the Transferred Equity shall have been approved by the examination and approval authority and registered with the local administration of industry and commerce.

转让方的陈述与保证

5.1.1

Each Transferor is a legal entity duly established and validly existing under the laws of the place of its incorporation;

5.1.2

Each Transferor possesses full power and authority to enter into and to perform its obligations hereunder, and its representative has obtained necessary authorization to execute this Agreement;

各转让方均拥有签署本协议并履行本协议的全部权力和授权，其签署本协议的授权代表已获得必要授权；

5.1.3

The execution and implementation of this Agreement does not violate any laws or regulations which are applicable to the Transferors, or any material contracts or agreements in which either Transferor is one of the Parties, or any material contracts or agreements which are binding upon either Transferor’s properties;

5.1.3

There is no existing or potential suit, arbitration or preliminary hearing affecting the execution of this Agreement or either Transferor’s ability to perform this Agreement;

5.1.4

All the representations and warranties made by the Transferors are true, authentic and complete on the date of execution of this Agreement. Each Transferor acknowledges that all the representations and warranties shall be true, authentic and complete until the Closing.

5.1.5

The Transferred Equity is legally owned by the Transferors. As of the date of execution of this Agreement, the Transferred Equity, free from and clear of any pledge, encumbrance or freeze due to judicial judgment or administrative adjudication, can be legitimately transferred to the Transferee in accordance with the PRC laws.

5.1.6

Each Transferor is not aware of any circumstance or legal obstacle which may lead to the liquidation, termination or non-existence of the Company.

各转让方不知悉任何可能导致公司清算、终止或法不能存续的情形或法律障碍；

5.1.7

The Transferors shall assist the Transferee in promoting the Company to approve the transfer of the Transferred Equity in accordance with the articles of association of the Company and in the preparation of all the documents relating to the transactions contemplated under this Agreement.

5.1.8

The Transferors shall not sell all or a portion of the Transferred Equity to any third party or set any third party interest in any form from the execution of this Agreement to the registration of the Transferred Equity with the local administration of industry and commerce.

5.2	Representations and Warranties of the Transferee

受让方的陈述与保证

5.2.1

The Transferee is a legal entity duly established and validly existing under the laws of Hong Kong;

5.2.2

The Transferee possesses full power and authority to enter into and to perform its obligations hereunder, and its representative has obtained necessary authorization to execute this Agreement. This Agreement constitutes a valid and binding agreement of the Transferee, enforceable against it in accordance with its terms;

受让方拥有签署本协议并履行本协议的全部权力和授权，其签署本协议的授权代表已获得受让方的必要授权。本协议构成对受让方合法、有约束力的协议，对受让方具有强制执行力；

5.2.3

The implementation of this Agreement does not violate any applicable laws and regulations or any material contracts or agreements in which the Transferee is a party or which is binding on the properties of the Transferee;

 

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5.2.4

There is no existing or potential suit, arbitration or preliminary hearing affecting the execution of this Agreement or the Transferee’s ability to perform this Agreement；

受让方无针对其的已有或潜在诉讼、仲裁、程序或调查会在任何方面影响其签署本协议及影响履行其在本协议下义务的能力；

5.2.5

All the representations and warranties of the Transferee are true, authentic and complete on the date of execution of this Agreement. The Transferee acknowledges that all the representations and warranties shall be true, authentic and complete until the Closing；

5.2.6

The Transferee has conducted its own due diligence investigation of the Company and the Transferred Equity and is fully capable of bearing the economic risks of its investment.

 

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6.1	Rights and Obligations of the Transferors

6.1.1

Each Transferor has the right to request the Transferee to pay the Transfer Price on time according to the provisions of this Agreement;

各转让方有权要求受让方根据本协议的规定按时向转让方支付转让价款；

6.1.2

Each Transferor shall promptly promote the board of the directors of the Company to approve the equity transfer pursuant to the current articles of association of the Company after execution of this Agreement;

各转让方应在本协议签署后尽快促使公司董事会依据现公司章程的规定通过本次协议股权的转让；

6.1.3

Each Transferor shall assist the Transferee and the Company to obtain all the required governmental approval and registration for the equity transfer;

各转让方应协助受让方和公司取得协议股权转让所需的全部政府批准及登记；

6.1.4

Other rights and obligations set forth in this Agreement.

6.2	Rights and Obligations of the Transferee

6.2.1

The Transferee has the right to request each Transferor to assist the Transferee and the Company to obtain all the required governmental approval and registration for the equity transfer;

6.2.2

After the registration of the Transferred Equity with the local administration of industry and commerce, the Transferee shall have all the rights to the Transferred Equity and all the derived interests, and be entitled to undertake the rights and obligations stipulated in the articles of association of the Company;

6.2.3

The Transferee shall pay the Transfer Price in full to the Transferors on time according to the provisions of this Agreement;

6.2.4

Other rights and obligations set forth in this Agreement.

本协议规定的其他权利及义务。

协议的变更

非经各方签署并以书面形式作出，本协议的任何变更或修改均为无效。

 

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协议的终止

发生下列情形之一时，经各方书面同意可终止本协议：

7.2.1

From the execution of this Agreement to the Closing, the applicable laws and regulations are modified or changed which substantially affect the performance of this Agreement and the Parties fail to reach an  agreement to amend this Agreement;

7.2.2

An event of force majeure occurs which renders the performance of this Agreement impossible;

发生不可抗力事件致使本协议不能履行；

7.2.3

Other circumstances in which the Parties agree to terminate this Agreement.

其他经各方一致同意终止本协议的情形。

8.1	The Transferee is entitled to terminate this Agreement and the Transferors shall return the Transfer Price received from the Transferee in the event that either Transferor fails to transfer the Transferred Equity pursuant to the provisions of this Agreement;

8.2	The Transferors are entitled to terminate this Agreement and the Transferee shall pay for the losses and damages of the Transferors in the event that the Transferee fails to fully pay for the Transferred Equity on time pursuant to this Agreement.

8.3	In the event that any party fails to perform its obligations after the execution of this Agreement, the party shall be regarded as breaching this Agreement. The party who breaches this Agreement shall compensate the other party for all the losses and damages due to the breach activities.

8.4	The liability for breach of this Agreement shall not be exempted due to the Closing or termination of this Agreement.

违约方应承担的违约责任不因协议股权的交割完成或本协议的终止而免除。

10.1	Without the other party’s prior written consent, Each Party may not disclose or divulge any information related to this Agreement, identification of the other party, or any business secrets obtained due to execution and performance of this Agreement.

10.2	If a disclosure is explicitly required by law, any courts, arbitration tribunals or administrative authorities, such a disclosure by Each Party shall not be deemed as a violation of Article 10.1 above.

 

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In consideration of the Transferors’ execution and delivery of this Agreement and selling the Transferred Equity hereunder, and in addition to all of the Transferee’s other obligations under this Agreement, the Transferee shall defend, protect, indemnify and hold harmless the Transferors, and all of their respective affiliates, employees, advisors, and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Transferor Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Transferor Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by the Transferor Indemnitees or any of them as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Transferee in this Agreement, or any other certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of the Transferee contained in this Agreement, or any other certificate, instrument or document contemplated hereby or thereby, or (c) any cause of action, suit or claim brought or made against such Transferor Indemnitee and arising out of or resulting from the execution, delivery, performance or enforcement of this Agreement or any other instrument, document or agreement executed pursuant hereto by any of the Parties hereto.  To the extent that the foregoing undertaking by the Transferee may be unenforceable for any reason, the Transferee shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under applicable law.

鉴于转让方签署并交付本协议，出售协议股权，受让方除了本协议下的所有其他义务外，受让方应当保障各转让方及它们各自的关联方、雇员、顾问及代理人（包括但不限于转让方聘用的与本协议下的交易相关的人）（合称为“转让方受偿者”）免于遭受如下损失，为转让方受偿者进行抗辩，赔偿转让方受偿者因以下事由而导致的任何诉讼、诉讼、请求、损失、开支、惩罚、费用、责任及损害赔偿（无论转让方受偿者是否为赔偿诉讼的当事方），包括合理的律师费和支出（“赔偿责任”） 5306;（a）受让方在本协议中作出虚假陈述或违反本协议下的任何陈述和保证；（b）违反受让方在本协议下的任何承诺、约定或义务，或违反相关的任何证明、契据或文件；或（c）针对转让方受偿者的任何诉因、诉讼或请求，并且该等诉因、诉讼或请求是源于本协议或任何其他相关契据、文件或 ;协议的签署、交付或履行。如果受让方的上述承诺因任何原因而不可预见，受让方应当在法律允许的最大范围内赔偿转让方受偿者、履行赔偿责任。

本协议的订立、效力、解释、履行和争议的解决均适用中国的法律、法规。

13.1	This Agreement shall come into effect upon the execution by the Parties.

本协议经各方正式签署后生效。

本协议未尽事宜，各方经协商一致可签订补充协议，经各方签署后生效。补充协议与本协议具有同等法律效力。

 

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本协议以中英文书就，中英文版本具有同等法律效力。

 

Solar Thin Films, Inc.

Address地址：25 Highland Blvd, Dix Hills, New York, 11746, USA.

Fax 传真：

Tel 电话：

Email电邮：

Renewable Energy Solutions, Inc.

Address地址：200 Ludlow Dr. Suite C. Ewing, NJ 08638

Fax 传真：

Tel 电话：

Email电邮：

Innofast Investments Limited

Fax 传真：

Tel 电话：

Email电邮：

Any notice by facsimile transmission or e-mail shall be effective only if the recipient acknowledges receipt.

通过传真或电子邮件传送的通知应在收件人收到时生效。

13.5	This Agreement has five copies, each of which has the same legal force and effect.

本协议一式[五]份，各份具有同等法律效力。

 

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In witness whereof, the Parties have executed this Agreement as of the date first written above.

兹证明，本协议由各方正式授权代表于协议文首所载日期签署。