exv4w42



 






Exhibit
4.42




Date: Nov. 30, 2007




J.I.C. TECHNOLOGY COMPANY LIMITED




and




TOP
EASTERN INVESTMENT LIMITED




 





Equity Transfer Agreement




 





 









 





Table of Contents




	 	 	 	 	 
	Article	 	Page
	1. Sale of Equity and Consideration
	 	 	1	 
	 
	 	 	 	 
	2. Delivery
	 	 	2	 
	 
	 	 	 	 
	3. Guarantee
	 	 	2	 
	 
	 	 	 	 
	4. Entire Agreement
	 	 	3	 
	 
	 	 	 	 
	5.
Effectiveness and Corresponding Texts
	 	 	3	 
	 
	 	 	 	 
	6. Further Guarantee
	 	 	3	 
	 
	 	 	 	 
	7. Severability
	 	 	3	 
	 
	 	 	 	 
	8. Alteration
	 	 	4	 
	 
	 	 	 	 
	9. Governing Law and Arbitration
	 	 	4	 







 












 







Equity Transfer Agreement



This Agreement was executed on Nov. 30, 2007 by following parties:





	(1)	 	J.I.C. TECHNOLOGY COMPANY LIMITED (the Seller) is a company incorporated under laws of Cayman
Islands with the registration address at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand
Cayman KY1-1111, Cayman Islands and the business address at Suites 1506-1508, One Exchange
Square, 8 Connaught Place, Hong Kong






	(2)	 	TOP EASTERN INVESTMENT LIMITED (the Buyer) is a company incorporated under laws of HK SAR
with the registration address at Suites 1506-1508, One Exchange Square, 8 Connaught Place,
Hong Kong




Whereas:





	(A)	 	Jetup Electronic (Shenzhen) Co., Ltd. (the Company) is a Wholly Foreign Owned Enterprise
(WFOE) registered in Shenzhen of the PRC with registration number of 301553 (copy of the
business license is enclosed in the appendix hereof). The Seller owns all registered capital
of the Company.






	(B)	 	The Buyer is a subsidiary indirectly wholly held by the Seller (the Seller holds the whole
equity of First Rich Holdings Limited, a company incorporated under the laws of British Virgin
Islands, while the First Rich Holdings Limited holds the whole equity of the Buyer.)






	(C)	 	In accordance with the consideration and articles stipulated hereby, the Seller wants to sell
100% equity (Equity Being Transferred)of the company and the Buyer wants to buy 100% equity
held by the Seller.




Witness that both parties do mutually agree as follows:




1. Sale of Equity and Consideration





	1.1.	 	The Seller agrees to sell and the Buyer agrees to buy the Equity Being Transferred. The
transfer shall be completed (Delivery) after being approved by relevant government approval
authority (or other date agreed by the two parties). The sale of the Equity Being Transferred
shall not be restricted by any security interest, equity, option, claim of right, or any third
party right of any nature (including but not limited to preemption), all rights attached to
the Equity Being Transferred (including but not limited to the right to obtain dividends or
other




 - 1 - 









 












	 	 	distributions announced or paid on or after the value day) shall be transferred at the same
time.
	 
	1.2.	 	The total consideration of the Equity Being Transferred is HKD 181,200,000.





2. Delivery





	2.1.	 	The Equity Being Transferred is deemed to be delivered from the Seller to the Buyer at the
time of all the following issues being settled:






	 	(a)	 	The Seller shall deliver or urge the Company to deliver to the Buyer with the
instruments of ratification of equity transfer approved by relevant government
authorities under the terms and conditions hereof and the new instrument of ratification
of foreign-funded enterprise of the Company issued by relevant government authority,
which can reflect that the Equity Being Transferred has been transferred to the Buyer
and the Buyer has held 100 per cent equity of the Company.
	 
	 	(b)	 	On matters concerning equity transfer hereunder, the Company has registered in
registration office for alteration of industrial and commercial registration, and
obtained the new business license with transferred equity urged by the Seller; and
	 
	 	(c)	 	The Buyer has paid the consideration to the Seller with the way agreed by the two
parties after above provision (a) and (b) of Article 2.1 is realized.





3. Guarantee



The Seller guarantees to the Buyer as follows:





	(a)	 	The capital corresponding to the Equity Being Transferred has been fully paid;






	(b)	 	The Seller is the only legal and beneficial owner of the Equity Being Transferred, and the
Equity Being Transferred is not restricted by any security interest, option, equity, claim of
right or any other third party right of any nature (including but not limited to preemption);
and






	(c)	 	The Seller has the right to dispose the Equity Being Transferred.




 - 2 - 









 











4. Entire Agreement



This Agreement constitutes the entire agreement and understanding pertaining to the selling and
buying of the Equity Being Transferred, the two parties agree as follows:





	(a)	 	Any presentation, guarantee or promise made by one party depending on the other party in
order to sign this agreement shall be clearly set forth or referred to herein;






	(b)	 	Any party is entitled to claim for any violation of guarantees hereunder by the other party,
nevertheless, the party has no remedial right or the right to claim for any mispresentation
(no matter due to negligence or other reasons, or before and /or in the process of signing
this Agreement) or false statement made by the other party;






	(c)	 	This Article shall not rule out any liability or remedy for non-mispresentation.





5. Effectiveness and Corresponding Texts





	5.1.	 	This Agreement shall take effect from the date of all instruments of ratification needed for
the sale of the Equity Being Transferred are obtained.






	5.2.	 	Corresponding to this Agreement, the two parties may execute several different texts, each of
them is the original with the same legal effect.





6. Further Guarantee



For the purpose of enabling the Buyer to obtain all benefits of the assets and rights and interests
to be transferred hereunder, and implementing and/or performing this Agreement and the transaction
described herein, the Seller agrees to take (or urge to take) any further action, sign and deliver
(or urge to sign or deliver) further instrument stipulated by laws or properly required by the
Buyer no mater on or after the value day.




7. Severability



If any of the provisions of this Agreement is determined to be invalid or unenforceable, this
provision (only limited to invalid or unenforceable scope) will lose its law effect, and shall not
be deemed as a part hereof, nevertheless,




 - 3 - 









 







it shall not invalid this Agreement or other provisions hereof. The two parties shall make all
reasonable efforts to replace the invalid or unenforceable provision with a valid and enforceable
provision that comes closest to expressing the true intent of such invalid or unenforceable
provision.




8. Alteration



Any alteration of This Agreement (or any document referred to herein) shall only be made by written
instrument signed by both parties. “Alteration” herein includes any alteration, supplement, cut
down or replacement of the agreement.




9. Governing Law and Arbitration





	9.1	 	This Agreement shall be governed and interpreted by the laws of the People’s Republic of
China.






	9.2	 	Any dispute in connection with this Agreement shall be settled by friendly discussion. If the
dispute is not settled by the two parties within ninety (90) days after one party has sent a
written notice to the other party to inform the exist of such dispute, any party may submit
the dispute at any time to China International Economic and Trade Arbitration Committee
(“Committee”) for arbitration, which shall be conducted in accordance with the Committee’s
arbitration rules in effect at the time of applying for arbitration. The arbitral tribunal
shall be composed of three (3) arbitrators, each (1) of them shall be assigned by the Seller
and the Buyer, and the third (3) arbitrator is assigned by the Committee. The arbitration
procedure shall be carried out in Chinese in Shenzhen. The arbitration decision shall be the
final decision and should be binding on both parties. Except otherwise decided by the arbitral
tribunal, the arbitration fee and expenditure shall be borne by the losing party.




 - 4 - 









 











Appendix

Business license of the Company




Legal Representative

Business License




Registration No. WFOE No. 301553

Established Date: Apr. 15, 1993




Counterpart:

Registration Authority: Shenzhen

Industrial and Commercial

Administration Bureau




(Illegible)

Annual inspection of 2005 is finished




No. 0293926



Name: Jetup Electronic (Shenzhen)
Co., Ltd.



Address: Sanyidui Industrial Zone,
Zhoushi Road, Jiuwei Village,
Xixiang Town, Baoan District,
Shenzhen, People’s Republic of
China



Legal Representative: Ivan Chui


Registered Capital: HKD 181,200,000


Paid-in Capital: HKD 181,200,000


Business Type: Limited Liability


Company (wholly funded by foreign
artificial person)



Business Line: product and sell
LCD, new type plate display, LCD
module, LCD plate, LCD sheet, mini
PCB, LED. All products are
exported.



Stockholder (initiator) J.I.C
Technology Company Limited



Valid term of this business license



From Apr. 15, 1993



To     Apr.15, 2013



(It shall be inspected in the
registration office every year from
March 1st to June 30th.
This would not be notified later)







 - 5 - 









 







In WITNESS HEREOF, the parties hereto have executed this Agreement the day and year first written
above.



This Agreement shall be executed by a representative authorized by each of the parties.




	 	 	 	 	 
	Signed on behalf of

	 	/s/ Connie Sit	 	 
	(J.I.C. TECHNOLOGY COMPANY LIMITED)

	 	 

Name: Connie Sit


Title: Authorized representative
	 	 
	 
	 	 	 	 
	Signed on behalf of

	 	/s/ Thomas Lai	 	 
	 

	 	 	 	 
	(TOP EASTERN INVESTMENT LIMITED)

	 	Name: Thomas Lai	 	 
	 

	 	Title: Authorized representative	 	 







 - 6 -