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soleil asian capital management limitidinvestment contractcontract file number :party a: zhengzhou hi-tech cleansing water material co., ltd.b : soleil asian capital management limitidin line with the principle of voluntary, equality, mutual benefit and risk-sharing, both parties agree to enter into this investment contract according to relevant laws and regulations.article : the total amount of investment and investment plan of part bthe total investment amount is 450 million yuan, equivalent to 90 million singapore dollars. partya needs a total investment amount of 450 million yuan from part b, equivalent to 90 million singapore dollars. the fund sources from party b and its partners. the first batch of fund is 280 million yuan, equivalent to 560 million singapore dollars. the follow-up fund appropriates to party a in accordance with its letter of application , bilateral cooperation funds should be settled in rmb.article ii: investment purposes and current assets of party aparty a confirms that the value of its current assets is worthy 3,000,000 yuan, the enterprise and the related projects are in line with relevant laws and regulations of prc, recognize the investment funds will be used to the project , 120,000 tons of solid polymerization iron, which is expected to make average annual net profit up to 180 million yuan . article investment periodthe cooperation period between party a and party b is six years ,since the date party b receives the first batch of the funds from party b. % %article roi calculation and settlement1. .the contract stipulates the roi, which is 11% annually.2. the roi should be calculated once party a received the first batch of the funds from party article v security guarantee of the investment funds1. .the party must do as following:. within 30 days after the signing of this contract , the party a must provide relevant legal procedures of equity pledge , to prove that the valid pledge has been set to party b. 2. . party a should provide notarization of guaranty and pledge for foreign-related investment , including but not limited to the following aspects:. any guarantee party a provides must be conducted in accordance with the prc security law and all relevant laws and regulations. the pledge formalities must be notarized by local notary department where the party a locates, in order to prove that the collateral and pledge formalities are in accordance with the prc security law and related laws and regulations, and they are real, legitimate, effective and binding. the formalities above are subject to party bapproval.article : party as rights and obligations1. party as rights. verify and validate the subject qualification of party b;. request party b fund it according to the agreement ;. use the investment fund for the purposes according to the agreement;. request party b keep this cooperation and relevant financial data provided by party a as well as trade secrets of production and business confidential, unless otherwise specified by laws and regulations. 2. . party as obligations. cooperate actively with and accept consciously party bs inspection and supervision over its production management, financial activities and investments usage . shall not remove or transfer the investment funds secretly , in order to evade responsibility for party b ;. should fully understand the legal provisions on pledge, and bear the relevant responsibilities ;. during the effective period of this contract ,in the event of contracting, leasing, joint-stock reform , joint operation, merger, consolidation , division, joint ventures, application for suspension for internal rectifications , application for dissolution or bankruptcy , revocation of business license, legal representative or responsible person to engage in illegal activities, involving grave litigation, serious difficulties in production and operation , worsening situation of financial condition etc., which may affect the repayment obligations of party a under this contract materially and adversely, it shall notify party b in writing immediately ,and dispose the collateral to pay the projects debts according to the request of party b . and party b is entitled to terminate the contract before the date of expiration , and demand party a liquidate its debts timely. bear the costs related with the collateral for legal services, registration, identification and notarization. in accordance with the requirements of party b, provide the relevant financial accounting, production and operation data, including but not limited to the balance sheet, statement of loss and gain of last quarter, in the front three bank working days of the first month of each quarter. and provide cash flow statement of the same year at the end of the year. party a should be responsible for the authenticity, integrity and validity of the data. :article vii party bs rights and obligations1. party bs rights:. keep track of the production and financial activities of party a, request party a provide planning, statistics, financial statements and other file data. request party a repay the principal and its profits. take over or auction the collateral if party a violates the contract . request party a keep confidential this cooperation and relevant financial data provided by party b as well as trade secrets of production and business, unless otherwise specified by laws and regulations. verify and question any information submitted by party a.2. party bs obligations:appropriate fully the investment funds on schedule in accordance with this contract, except the delay is caused by party a. keep confidential relevant financial data as well as trade secrets of production and business provided by party b, except as otherwise provided by laws andregulations. article viii disbursement of investment funds and performance guarantee3. .party a may submit application letter to part b for disbursement of the second tranche investment funds according to the progress of the project. after examination and approval, party b should transfer the second batch of the investment funds into the account provided by party a within seven days.% %()term sheetpreliminary notesthis term sheet maps to the nvca model documents, and for convenience the provisions are grouped according to the particular model document in which they may be found. although this term sheet is perhaps somewhat longer than a typical vc term sheet, the aim is to provide a level of detail that makes the term sheet useful as both a road map for the document drafters and as a reference source for the business people to quickly find deal terms without the necessity of having to consult the legal documents (assuming of course there have been no changes to the material deal terms prior to execution of the final documents).term sheet and satisfaction of the conditions to closing (theclosing). provide for multiple closings if applicableinvestor no. 1: _ shares (_%), $_investor no. 2: _ shares (_%), $_as well other investors mutually agreed upon by investors and theamount raised:price per share:valuation of $_ and a fully-diluted post-money valuation of$_ (including an employee pool representing _% of thefully-diluted post-money capitalization).forth below:pre-financing post-financing investors: capitalization:issuedunissuedseries a preferredtotaldividends: # of shares % # of shares % 2 alternative 1: dividends will be paid on the series a preferred onalternative 2: non-cumulative dividends will be paid on the seriesa preferred in an amount equal to $_ per share of series apreferred when and if declared by the board.alternative 3: the series a preferred will carry an annual _%liquidation or redemption. for any other dividends or distributions,alternative 1 (non-participating preferred stock): first pay onetimes the original purchase price plus accrued dividends plusdeclared and unpaid dividends on each share of series a preferred.the balance of any proceeds shall be distributed to holders ofalternative 2 (full participating preferred stock): first pay onetimes the original purchase price plus accrued dividends plusdeclared and unpaid dividends on each share of series a preferred.stock on an as-converted basis.alternative 3 (cap on preferred stock participation rights): firstpay one times the original purchase price plus accrued dividendsplus declared and unpaid dividends on each share of series astock on an as-converted basis until the holders of series apreferred receive an aggregate of _ times the originalpurchase price.a merger or consolidation (other than one in which stockholders ofshares of the surviving or acquiring corporation) and a sale, lease,transfer or other disposition of all or substantially all of the assets ofliquidation event), thereby triggering payment of the liquidationpreferences described above unless the holders of _% of theseries a preferred elect otherwise.stock on an as-converted basis, and not as a separate class, except(i) the series a preferred as a class shall be entitled to elect_ (_) members of the board (the series a directors),(ii) as provided under protective provisions below or (iii) asbe increased or decreased with the approval of a majority of theinvestment framework agreement2013_:this investment framework agreement(agreement) is entered into as onthis date, 2013 between:?(?)the vendor:? (? or party a);abc(abc)the investor:lap wai international ltd. (lwi or party b).whereas:a 100%b xxxxxx90%xxxyyyyyyxxxyyynow therefore in consideration of the promises, covenants, terms, conditions representations and warranties hereinafter set forth, the parties hereto agree as follows: 1. /objective()100%()1.2 the purpose of this agreement is to record certain aspects of the proposed transaction that the parties mutually acknowledge and to outline future arrangementsto be undertaken by the parties in relation to the proposed transaction. 2. /proposed transactionin respect of the proposed transaction, the parties anticipate that the main viable terms and conditions are as follows:(a) 7000()100%party b will, through itself or its affiliates, purchase 100% of the equity ofpurchase price).(b) 350035004. 118the first installment of the purchase price to be paid by party b or itsaffiliatesto party a shall be rmb35,000,000 (first installment). theresidualpurchase price rmb35,000,000 shall be paid after eighteenthamount of such loss from the residual purchase price and hold party aaccountable for any breach liability.3first installment.(c) the preconditions for the payments of the first installment shall include butnot limited to the following:(i) /xxxexecution ofthe legal documents to the satisfaction of party a andparty b, including but not limited to: sharepurchase agreementparty a and other terms and conditions satisfactory to party b,its prc subsidiaries; among which, party a shall procure andensure xxxtorevise its article of association in the forms andcontexts to the satisfaction of party b, including but not limited to thefollowing contexts:? xxx20%the clause 38 of the article of association of xxxregarding theprofits distribution shall be revised as in the first thirty yearswithin the duration of the joint venture, 20% of the allocableprofits of the joint venture shall be donated to putuo mountainadministration bureau as the construction developmentfoundation for the scenic area; in the latter twenty years withinthe duration of the joint venture, any allocable profits of the jointventure shall be distributed per capita among the shareholderswithout donations.? xxxthe clause 39 of the article of association of xxxregarding tothe duration of the joint ventureshall be revised as shareholdersunanimously agree that the joint venture shall submit anapplication to the approving authority for the extension of theduration of the joint venture no less than six months prior to theexpiry of the duration.? xxxthe clause 40 of the article of association of xxxregarding tothe liquidation upon the expiry of the duration of the jointventure shall be revised as the properties of the joint ventureshall be distribute
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