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As Of Filer Filing For·On·As Docs:Size Issuer Agent 11/02/10 China Dredging Group Co., Ltd. 20-F 10/29/10 42:11M Toppan Vintage/FA |
Document/Exhibit Description Pages Size 1: 20-F Annual Report by a Foreign Private Issuer HTML 2.50M 2: EX-1.1 Underwriting Agreement HTML 14K 3: EX-1.2 Underwriting Agreement HTML 16K 4: EX-4.1 Instrument Defining the Rights of Security Holders HTML 68K 13: EX-4.10 Instrument Defining the Rights of Security Holders HTML 77K 14: EX-4.11 Instrument Defining the Rights of Security Holders HTML 22K 15: EX-4.12 Instrument Defining the Rights of Security Holders HTML 22K 16: EX-4.13 Instrument Defining the Rights of Security Holders HTML 38K 17: EX-4.14 Instrument Defining the Rights of Security Holders HTML 35K 18: EX-4.15 Instrument Defining the Rights of Security Holders HTML 38K 19: EX-4.16 Instrument Defining the Rights of Security Holders HTML 38K 20: EX-4.17 Instrument Defining the Rights of Security Holders HTML 39K 21: EX-4.18 Instrument Defining the Rights of Security Holders HTML 37K 22: EX-4.19 Instrument Defining the Rights of Security Holders HTML 37K 5: EX-4.2 Instrument Defining the Rights of Security Holders HTML 66K 23: EX-4.20 Instrument Defining the Rights of Security Holders HTML 34K 24: EX-4.21 Instrument Defining the Rights of Security Holders HTML 42K 25: EX-4.22 Instrument Defining the Rights of Security Holders HTML 21K 26: EX-4.23 Instrument Defining the Rights of Security Holders HTML 20K 27: EX-4.24 Instrument Defining the Rights of Security Holders HTML 33K 28: EX-4.25 Instrument Defining the Rights of Security Holders HTML 39K 29: EX-4.26 Instrument Defining the Rights of Security Holders HTML 21K 30: EX-4.27 Instrument Defining the Rights of Security Holders HTML 19K 31: EX-4.28 Instrument Defining the Rights of Security Holders HTML 39K 32: EX-4.29 Instrument Defining the Rights of Security Holders HTML 38K 6: EX-4.3 Instrument Defining the Rights of Security Holders HTML 67K 33: EX-4.30 Instrument Defining the Rights of Security Holders HTML 36K 34: EX-4.31 Instrument Defining the Rights of Security Holders HTML 37K 35: EX-4.32 Instrument Defining the Rights of Security Holders HTML 37K 36: EX-4.33 Instrument Defining the Rights of Security Holders HTML 37K 37: EX-4.34 Instrument Defining the Rights of Security Holders HTML 40K 38: EX-4.35 Instrument Defining the Rights of Security Holders HTML 38K 39: EX-4.36 Instrument Defining the Rights of Security Holders HTML 26K 40: EX-4.37 Instrument Defining the Rights of Security Holders HTML 26K 41: EX-4.38 Instrument Defining the Rights of Security Holders HTML 19K 7: EX-4.4 Instrument Defining the Rights of Security Holders HTML 239K 8: EX-4.5 Instrument Defining the Rights of Security Holders HTML 255K 9: EX-4.6 Instrument Defining the Rights of Security Holders HTML 120K 10: EX-4.7 Instrument Defining the Rights of Security Holders HTML 53K 11: EX-4.8 Instrument Defining the Rights of Security Holders HTML 82K 12: EX-4.9 Instrument Defining the Rights of Security Holders HTML 54K 42: EX-8.1 Opinion re: Tax Matters HTML 15K
Unassociated Document |
1.
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Fujian
Xing Gang is a limited liability company that is invested by a
foreign-owned enterprise, duly registered and is validly existing under
the laws of the People’s Republic of China (the “PRC”), specializing in
dredging port and waterways. Its registered capital is RMB
200,000,000. On June 20, 2010, based on Fujian Xing Gang’s
audited net asset value (“NAV”) as of March 31, 2010, as adjusted for
the dividend payment distributed to Wonder Dredging on May 27, 2010,
Fujian Xing Gang has a pricing basis of RMB158,597,183, the WOFE invested
the equivalent amount RMB158,587,183 in Fujian Xing Gang for
its equity interest in Fujian Xing Gang. After the investment by the
WOFE, each of Wonder Dredging and WOFE holds a fifty percent
(50%) equity interest in Fujian Xing
Gang.
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2.
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In June 30, 2010 the Parties
to this Agreement entered into the Contracted Management
Agreement (“Management Agreement”) which stipulates that Fujian Xing Gang
is contracted to the WOFE for management and the WOFE and/or
the seniors officers employed by the WOFE have agreed to take
full charge of the Fujian Xing Gang’s business operations and management
during the period of the contracted
management.
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1.1
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Wonder
Dredging hereby irrevocably grants to the WOFE an exclusive right
(“Purchase Right”) to purchase part or all of the equity interest held by
Wonder Dredging in Fujian Xing Gang (“Equity
Interest”). Accordingly, the WOFE or one or more persons
designated by WOFE (the “Designated Person”) are entitled to purchase all
or any part of the Equity Interest from Wonder Dredging at any time,
provided that the business and operations of Fujian Xing Gang will not be
adversely affected by PRC law if the WOFE holds more than a 50% equity
interest in Fujian Xing Gang.
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1.2
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Wonder Dredging promises that other than the WOFE and the Designated Persons, no
other party has a right to purchase an equity interest in Fujian Xing
Gang.
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2.1
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The
Parties to this Agreement agree that the WOFE shall deliver a written
notice to purchase the Equity Interest (the “Notice of Purchase Equity
Interest”) at any time to Wonder Dredging, provided that the transfer of
the Equity Interest will not materially and adversely affect Fujian Xing
Gang’s normal business operations. Once the Notice of Purchase Equity
Interest has been delivered, Wonder Dredging agrees to take all
requisite action to transfer the valid ownership (the “Transfer
Performance”) of the Equity Interest in Fujian Xing Gang to the WOFE
and/or the Designated Person in any applicable PRC administration of
industry and commerce. Subject to the laws of PRC, Wonder Dredging
promises to complete Transfer Performance within ninety (90) days from the
date of receiving the Notice of Purchase of Equity Interest. During
the Transfer Performance period, the Parties hereto and the Designated
Person shall execute all other requisite documents and actions under the
laws of PRC, including without limitation, entering into the contracts
relating to the transfer of Equity Interest (“Equity Interest Transfer
Contract”), holding a shareholders’ meeting and adopting shareholders’
resolutions, amending Fujian Xing Gang’s Constitution, and providing all
necessary materials and information, to cause the WOFE and/or
the Designated Person to be the registered owner of the Equity Interest
being transferred.
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2.2(3)
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with
the WOFE and/or the Designated Person and Fujian Xing Gang, sign or enter
into all other requisite contracts or documents, acquire all requisite
approvals and consents of the government, unconditionally perform all
requisite action to transfer the valid ownership of the Equity Interest to
the the WOFE and/or the Designated Person and to cause the WOFE and/or the
Designated Person to be the registered owner of the Equity Interest being
transferred;
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2.3
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When
the Equity Interest has been transferred, all the rights and obligations
thereunder shall be
transferred.
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2.4
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Wonder
Dredging shall take such action as may be necessary to cause Fujian Xing
Gang to issue the certificate evidencing the capital contribution within
thirty (30) days to the WOFE and/or the Designated Person after the
Transfer Performance is completed.
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4.1(1)
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Wonder
Dredging is a limited company duly registered and validly existing under
the laws of PRC. It has the right and ability to sign and execute and
perform this Agreement and any instruments relating to this
Agreement. This Agreement and the related instruments are binding upon
Wonder Dredging in accordance with their
terms;
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4.1(3)
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Wonder
Dredging has obtained all required consents relating to the execution of
this Agreement and the Transfer Performance from such parties as may be
necessary, including but not limited to, the creditors of Wonder Dredging
and Fujian Xing Gang and any required banks. The execution and
performance of the obligations of Wonder Dredging hereunder do not (i)
violate any relevant laws or administrative rules and regulations of PRC;
or (ii) breach any contracts entered into by Wonder Dredging with any
third party.
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4.1(4)
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The
Equity Interest has been legally obtained and is beneficially owned by
Wonder Dredging without any security interest at the present time or in
the future. For this Section to this Agreement, “Security Interest” shall
mean any mortgage, pledge or any other lien on the Equity
Interest for the benefit of a third
party.
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4.2(1)
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The
WOFE is a limited company duly registered and validly existing under the
laws of PRC. It has the right and ability to sign and execute and
perform this Agreement and any instruments relating to this
Agreement. This Agreement and related instruments are binding on the WOFE
in accordance with their
terms.
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5.1
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Without
prior consent by the WOFE, Wonder Dredging shall not, before the Equity
Interest has been transferred to the WOFE and/or the Designated Person,
transfer, mortgage, or dispose of the Equity Interest or any interest
therein, under any circumstance or take any action which would create any
type of lien on it. Wonder Dredging promises not to permit the
board of shareholders or the board of directors of Fujian Xing Gang to
adopt any resolutions to transfer, mortgage, pledge the Equity Interest or
create a lien on the Equity
Interest.
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5.5
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Following
proper finance and business standards and traditions, Wonder Dredging and
Fujian Xing Gang promise to maintain the existence of the Fujian Xing
Gang, prudently and effectively operate the business of Fujian Xing Gang
under the management of the WOFE in accordance with the terms of the
Management Agreement;
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5.6
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Without
prior written consent of the WOFE, from the signing date of
this Contract, Wonder Dredging and Fujian Xing Gang promise not, at any
time, to adopt any resolutions in shareholders’ meeting to
approve to sell, transfer, mortgage or dispose the Equity Interest in any
manner whatsoever, or approve the grant of any other lien on it, unless
otherwise directed or authorized by the WOFE in accordance with the terms
of the Management
Agreement;
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5.7
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In
addition to the rights granted to the WOFE under the Power of Attorney, if
requested by WOFE, Wonder Dredging agrees to appoint the persons nominated
by the WOFE to act as all the directors of Fujian Xing Gang and cause the
board of directors of Fujian Xing Gang to appoint the persons nominated by
the WOFE to act as the general manager, chief finance controller and other
supervisors of Fujian Xing Gang, who will perform all their
responsibilities pursuant to Companies Law of PRC and the Constitution of
Fujian Xing Gang.
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5.8
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Fujian
Xing Gang agrees that Wonder Dredging, upon the stipulations in this
Contract, shall transfer the Equity Interest to the WOFE or the Designated
Person.
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5.9
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Wonder
Dredging irrevocably agrees to delegate the voting and any other power as
the holder of Equity Interest in Fujian Xing Gang to the WOFE or the
Designated Person, and in furtherance thereof will execute such documents
as may be necessary to effectuate the foregoing including but not limited
to the execution of a power of
attorney.
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6.1
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No
party shall be liable if it is delayed or prevented from performing its
obligation under this Agreement by Force Majeure. Force Majeure means acts
of nature, fire, earthquake, war and political turmoil, and any other
event that is beyond the party’s reasonable control and cannot be
prevented with reasonable
care.
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6.2
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When
an event of Force Majeure arises, the affected party shall inform the
other parties within 15 business days. The affected party who does not
perform the obligations under this Agreement shall be responsible for any
damage caused by failure of informing other parties. After an event of
Force Majeure is removed, the affected party shall resume performance of
this Agreement with its best
efforts.
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7.1
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This
Agreement shall be effective when it is entered into, with an initial
term of 20 years unless it is terminated earlier pursuant to the terms
herein. During the term of this Agreement the WOFE can, at any time,
purchase from Wonder Dredging the Equity Interest, and this Agreement
shall terminate when the Transfer Performance of all the Equity Interest
is completed. The initial term of this Agreement shall be continuously
extended for consecutive additional 20 year periods in the event that
the entire Equity Interest is not purchased by the WOFE or the Designated
Person prior to the expiration of the
term.
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9.2
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If
any disputes arise out of performance of this Agreement, the Parties shall
first settle such disputes through friendly negotiations. Should such
dispute fail to be settled through negotiation within 20 days after the
disputes arises, each Party may submit such dispute to the court with
jurisdiction.
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10.1
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The
Parties to this Agreement agree that all the business materials related to
this Agreement and the Management Agreement are confidential and should
not be disclosed to a third party unless the disclosure of materials is
required by the PRC laws or administration rules and regulations or by
supervising authority. Notwithstanding the foregoing, the
Parties acknowledge that this Agreement can be filed with the Securities
and Exchange Commission in the United
States.
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10.2
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Notices
or other communications required to be delivered by any party pursuant to
this Agreement shall be written. Any party should inform the other parties
if its address, contact number or fax number has been changed. If a Party
fails to inform the other Parties of its contact information, the notice
shall deemed to be duly served when it is delivered to the prior address
or fax number known by other
Parties.
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10.3
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Should
all or any part of any provision hereof be held void by the court with
jurisdiction or the relevant authority, then such part of the provision
shall be deemed to have been deleted; provided that, such deletion shall
in no way affect the legal force of any other part of the provision or any
other provision hereof.
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Wonder
Dredging Engineering LLC.
/seal/
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||
By
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/s/ Qing Lin | |
Name:
Qing Lin
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||
Title:
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||
Fujian
Wangang Dredging Construction
Co.,
Ltd. /seal/
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||
By
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/s/ Bing Lin | |
Name:
Bing Lin
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||
Title:
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Fujian
Xing Gang Port Service Limited
/seal/
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||
By
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/s/ Qing Lin | |
Name:
Qing Lin
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||
Title:
|
This ‘20-F’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 11/2/10 | D | ||
For Period End: | 10/29/10 | |||
6/30/10 | 10-Q, NT 10-Q | |||
6/20/10 | ||||
5/27/10 | ||||
3/31/10 | 10-Q, NT 10-Q | |||
List all Filings |
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