Exclusive Option Agreement文档格式.docx

1、【】, 2008, CHINA This Exclusive Option Agreement （the “Agreement”） is entered into as of 【】, 2007 between the following Parties in .Party A: WOFE .Registered Address: .Legal Representative: Party B: individualA citizen of PRC, Identity Card Number:Party C:Party D: Domestic Enterprise. . In this Agree

2、ment, Party A, Party B, Party C and Party D are called collectively as the “Parties” and each of them is called as the “Party”. WHEREAS:1. Party A is a wholly foreign-owned enterprise incorporated under the laws of the Peoples Republic of China （the “PRC”）;2. Party D is a limited liability company i

3、ncorporated in and with business license issued by the Municipal Administration for Industry and Commerce;3. As of the date of this Agreement Party B and Party C are shareholders of （hereinafter referred to as “ ”） and collectively legally hold all of the equity interest of , of which Party B holds

4、% and Party C holds %.NOW, THEREFORE, the Parties through mutual negotiations hereby enter into this Agreement according to the following terms and conditions:1. THE GRANT AND EXERCISE OF PURCHASE OPTION1.1 Grant: Party B and C hereby grant Party A an irrevocable exclusive purchase option to purchas

5、e all or part of the shares of Party D, currently owned by any of Party B and C; Party D further hereby grant Party A an irrevocable exclusive purchase option to purchase all or part of the assets and business of Party D, in each case in accordance with Article 1.3 of this contract （the “Option”）. T

6、he aforesaid purchase options are irrevocable and shall be exercised only by Party A （or the qualified persons appointed by Party A）. The term “person” used herein shall include any entity, corporation, partnership, joint venture and non-corporate organizations. 1.2 Exercise Procedures:1.2.1 Party A

7、 shall notify Parties B and C in writing prior to exercising its option （the “Option Notice” hereinafter）.1.2.2 The next day upon receipt of the Option Notice, Parties B, C and D, together with party A （or the qualified person appointed by Party A）, shall promptly compile a whole set of documents （t

8、he “Transfer Documents”） to be submitted to the government bodies for approving the shares or assets and business transfer in connection with the Option exercise so that the shares or assets and business transfer can be transferred, in whole or in part.1.2.3 Upon the completion of the compilation of

9、 all the Transfer Documents and the Transfer Documents being confirmed by Party A, Parties B, C and D shall promptly and unconditionally obtain, together with Party A （or the qualified person appointed by Party A）, all approvals, permissions, registrations, documents and other necessary approvals to

10、 effectuate the transfer of the shares and remaining assets and business of Party D in connection with the Option exercise. 1.3 Exercise Condition: Party A may immediately exercise the option of acquiring the equity interests in or remaining assets and business of Party D whenever Party A considers

11、it necessary to acquire Party D and it is doable in accordance with PRC laws and regulations. 2. Price of Acquisition 2.1 Party A, Party B and Party C shall enter into relevant agreements regarding the price of acquisition based on the circumstances of the exercise of option, and the consideration s

12、hall be refunded to Party A or Party D at no consideration in an appropriate manner decided by Party A. 2.2 Party A has the discretion to decide the time and arrangement of the acquisition, provided that the acquisition will not violate any PRC laws or regulations then in effect.3. REPRESENTATIONS A

13、ND WARRANTIES3.1 Each party hereto represents to the other Parties that: （1） it has all the necessary rights, powers and authorizations to enter into this Agreement and perform its duties and obligations hereunder; （2） Party B and Party C warrant, represent and guarantee that this Agreement, the Res

14、tructuring Exercise or the Listing shall be in compliance with any and all applicable PRC laws and shall indemnify, defend and hold harmless Party A and Party D for all fines, penalties, damages or claims sustained by Party A or Party D arising out of Party B or Party Cs violation of this section; a

15、nd （3） the execution or performance of this Agreement shall not violate any contract or agreement to which it is a party or by which it or its assets are bounded.3.2 Party B and Party C and Party D hereto represent to Party A that: With respect to the equity interest held by Party B and Party C in P

16、arty D, （1） Party B and Party C are legally registered shareholders of party D and have paid Party D the full amount of their respective portions of Party Ds registered capital required under the PRC laws; （2） except Pledge of Equity Agreement, signed by and between Party B,C and Party A on 【day】【mo

17、nth】, 2007 in , neither of Party B or Party C has mortgaged or pledged his shares of Party D, nor has either of them granted any security interest or borrow against his shares of Party D in any form; and （3） neither of Party B or Party C has sold or will sell to any third party its equity interests

18、in Party D.With respect to the assets of which may be transferred to Party A at Party As option hereunder, （1） owns all such assets and has not mortgaged or pledged or otherwise encumber such assets; and （2） has not sold or will sell to any third party such assets. 3.3 Party D hereto represents to P

19、arty A that: （1） it is a limited liability company duly registered and validly existing under the PRC law; and （2） its business operations are in compliance with applicable laws of the PRC in all material aspects.4. COVENANTSThe Parties further agree as follows:4.1 Before Party A has acquired all th

20、e equity/assets and business of Party D by exercising the purchase option provided hereunder, Party D shall not:4.1.1 sell, assign, mortgage or otherwise dispose of, or create any encumbrance on, any of its assets, operations or any legal or beneficiary interests with respect to its revenues （unless

21、 such sale, assignment, mortgage, disposal or encumbrance is relating to its daily operation or has been disclosed to and agreed upon by Party A in writing）;4.1.2 enter into any transaction which may materially affect its assets, liability, operation, shareholders equity or other legal rights （unles

22、s such transaction is relating to its daily operation or has been disclosed to and agreed upon by Party A in writing）; and4.1.3 distribute any dividend to its shareholders in any manner.4.2 Before Party A has acquired all the equity/assets/business of Party D by exercising the purchase option provid

23、ed hereunder, Party B and Party C shall not:4.2.1 sell, assign, mortgage or otherwise dispose of, or create any encumbrance on, any of the equity held by them in Party D, except for the pledge of such shares made according to the Pledge of Equity Agreement, signed by and between Party B, C and Party

24、 A on【day】【month】, 2007 in .4.3 Before Party A has acquired all the equity/assets/business of Party D by exercising the purchase option provided hereunder, Party B, Party C and/or Party D shall not individually or collectively:4.3.1 supplement, alter or amend the articles of association of Party D i

25、n any manner to the extent that such supplement, alteration or amendment may have a material effect on Party Ds assets, liability, operation, shareholders equity or other legal rights;4.3.2 cause Party D to enter into any transaction to the extent such transaction may have a material effect on Party

26、 Ds assets, liability, operation, shareholders equity or other legal rights （unless such transaction is relating to Party Ds daily operation or has been disclosed to and agreed upon by Party A in writing）; 4.4 Party B and Party C shall entrust Party A to manage Party D in accordance with Entrusted M

27、anagement Agreement, signed by and between Party B, C, D and Party A on 【day】【month】, 2007 in .4.5 Non Competition:When Party A exercises the Option, each of Party B, Party C and Party D irrevocably and unconditionally agree and undertake to Party A that it will not without the prior written consent

28、 of Party B:-a. be directly or indirectly engaged or concerned （whether as an employee, agent, independent contractor, consultant, advisor or otherwise） in the conduct of any business competing with Party As Business （the “Business”）;b. carry on for his/its own account either alone or in partnership

29、 or be concerned as a director or shareholder in any company engaged in any business competing with the Business;c. assist any person, firm or company with technical advice or assistance in relation to any business competing with the Business;d. solicit or entice away or attempt to solicit or entice

30、 away the custom of any person, firm, company or organization who shall at any time have been a customer, client, distributor or agent of Party A or in the habit of dealing with Party A;e. solicit or entice away or attempt to solicit or entice away from Party A any person who is an officer, manager

31、or employee of Party A whether or not such person would commit a breach of his contract of employment by reason of leaving Party A;f. in relation to any trade, business or company, use any name in such a way as to be capable of or likely to be confused with the name of Party A and shall use all reasonable endeavors to procure that no such name shall be used by any other person, firm or company;g. otherwise be interested, directly or indirectly, in any business competing with the Business.5. ASSIGNMENT OF AGREEMENT5.1