exv10w24






English Translation

Exhibit 10.24




PURCHASE OPTION AND COOPERATION AGREEMENT




July, 2010

Hangzhou, CHINA








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Purchase
Option and Cooperation Agreement



This Purchase option and Cooperation Agreement (“this Agreement”) is entered into in Beijing,
People’s Republic of China (the “PRC”) on July 1,
2010 by and among:




MIJIA TECH: Hangzhou Mijia Technologies Co., Ltd.

Address: Room 610, Block 2, No. 1197 of Binan Road, Binjiang District, Hangzhou

Post Code: 310013

Telephone: 0571-87770978

Fax: 0571-87758616




Hangzhou Dianneng: Hangzhou Dianneng Technologies Co., Ltd.

Address: Room 105, Block 3, No. 1197 of Binan Road, Hangzhou

Telephone: 0571-87770978

Fax: 0571-87758616




Mr. Michael Tao Song

Number of ID:

Address: No. 398 Wensan Road, Xihu District, Hangzhou




Mr. Li Ou

Number of ID:

Address: Room 102, No. 11, Block 3 of Shuguang New Estate, Xihu District, Hangzhou




Mr. Yan Tang

Number of ID:

Address: No. 398 Wensan Road, Xihu District, Hangzhou




Mr. Zhiyi Xia

Number of ID:

Address: No. 398 Wensan Road, Xihu District, Hangzhou




Ms. Zi Jin

Number of ID:

Address: Room 503, No. 1, Block 30 of Pujia New Estate, Jianggan District, Hangzhou




Mr. Guoping Qu

Number of ID:

Address: No. 398 Wensan Road, Xihu District, Hangzhou




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Mr. Weijie Wu

Number of ID:

Address: No. 398 Wensan Road, Xihu District, Hangzhou




Mr. Zhe Wang

Number of ID:

Address:Room 304, No. 2, Block 3 of Hangzhou Steel Dormitory, Dongxin Road,

Xiacheng District, Hangzhou




Mr. Qing Yan

Number of ID:

Address: Room 243, No. 199 Wensan Road, Xihu District, Hangzhou




Mr. Rui Zeng

Number of ID:

Address: No. 398 Wensan Road, Xihu District, Hangzhou




Mr. Wangyan Shao

Number of ID:

Address: No. 398 Wensan Road, Xihu District, Hangzhou



WHEREAS,



(1) Mijia Tech, is a limited liability company registered according to PRC law and in good
standing; as shareholders of Mijia Tech, Mr. Michael Tao Song, Mr. Li Ou, Mr. Yan Tang, Mr. Zhiyi
Xia, Ms. Zi Jin, Mr. Guoping Qu, Mr. Weijie Wu, Mr. Zhe Wang, Mr. Qing Yan, Mr. Rui Zeng, Mr.
Wangyan Shao (collectively the “Shareholders of Mijia”), respectively hold 46.40%, 23.20%, 9.28%,
6.96%, 5.8%, 1.74%, 1.74%, 1.74%, 0.87%, 0.87% and 1.4% shares of Mijia Tech;



(2) Hangzhou Dianneng is a wholly foreign owned enterprise duly organized under the PRC laws,
provides certain technical support, strategic consulting and other services to Mijia Tech, and
currently is a major business partner of Mijia Tech;



(3) Shareholders of Mijia hereto wish to grant Hangzhou Dianneng or its designated eligible entity
the exclusive purchase option to acquire, at any time upon satisfaction of the requirements under
the PRC law, the entire or a portion of Mijia Tech’s share equity/assets owned by Shareholders of
Mijia.




     NOW THEREFORE, in accordance with the principle of sincere cooperation, mutual benefit and
joint development and after friendly negotiations, the Parties hereby



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enter into the following agreements pursuant to the provisions of relevant laws and
regulations of the PRC:




ARTICLE 1 DEFINITIONS




     The terms used in this Agreement shall have the meanings set forth below:


1.1. “This Agreement” means this Purchase option and Cooperation Agreement and all appendices
thereto, including written instruments as originally executed and as may from time to time be
amended and supplemented by the Parties hereto through written agreements;



1.2. “The PRC” means, for the purpose of this Agreement, the People’s Republic of China, excluding
Hong Kong, Taiwan and Macao;



1.3. “Date” means the year, month and day. In this Agreement, “within” or “no later than”, when
used before a year, month or day, shall always include the relevant year, month or day.




ARTICLE 2 THE GRANT AND EXERCISE OF PURCHASE OPTION



2.1 The Parties hereto agree that Hangzhou Dianneng shall be granted an exclusive purchase option
to acquire, at any time upon satisfaction of the requirements under applicable laws and conditions
as agreed in this Agreement or designate eligible entity to acquire entire or a portion of Mijia
Tech’s share equity or owned by Shareholders of Mijia or each of them(“Option”). The Option granted
hereby shall be irrevocable during the term of this Agreement and may be exercised by Hangzhou
Dianneng or any eligible entity designated by Hangzhou Dianneng.



2.2 Pursuant to the laws and regulations of the PRC, Hangzhou Dianneng (or its designated eligible
entity) may exercise the Option by delivering a written notice to any of Shareholders of Mijia (the
“Exercise Notice”). The Exercise Notice shall define the specific portion of the shares to be
purchased from Shareholders of Mijia or the assets to be purchased from Mijia Tech (hereinafter
referred to as the “Purchased Shares (Asset)) and the purchase method.



2.3 Within thirty (30) days of the receipt of the Exercise Notice, Shareholders of Mijia shall
execute a share/asset transfer contract and other documents necessary to carry through such
transfer (collectively, the “Transfer Documents”) with Hangzhou Dianneng (or any eligible party
designated by Hangzhou Dianneng).







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2.4 When applicable laws permit the exercise of the purchase option provided hereunder and Hangzhou
Dianneng elects to exercise such purchase option, Shareholders of Mijia shall unconditionally
assist Hangzhou Dianneng to obtain all approvals, permits, registrations, filings and other
procedures necessary to effect the transfer of relevant share equity or assets.




ARTICLE 3 REPRESENTATIONS AND WARRANTIES




     Each party hereto represents to the other parties that:


3.1 It has all the necessary rights, powers and authorizations to enter into this Agreement and
perform its duties and obligations hereunder;



3.2 The execution or performance of this Agreement shall not violate any significant contract or
agreement to which it is a party or by which it or its assets are bounded.




ARTICLE 4 EXERCISE PRICE




     When it is permitted by applicable laws, Hangzhou Dianneng (or any eligible party designated
by Hangzhou Dianneng) shall have the right to acquire, at any time, all of Mijia Tech’s assets or
its share equity owned by Shareholders of Mijia, at a price equal to the sum of the registered
capital of Mijia Tech (“Exercise Price”). If Hangzhou Dianneng (or any eligible party designated by
Hangzhou Dianneng) elects to purchase a portion of Mijia Tech’s share equity or assets, then the
exercise price for such purpose shall be adjusted accordingly based on the percentage of such share
equity or assets to be purchased over the total share equity or assets.



ARTICLE 5 COVENANTS




     The Parties further agree as follows:


5.1 Before Hangzhou Dianneng (or a qualified entity designated by Hangzhou Dianneng) has acquired
all the equity or assets of Mijia Tech by exercising the purchase option provided hereunder, Mijia
Tech shall not:




     5.1.1 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 such
sale, assignment, mortgage, disposal or encumbrance is relating to its daily operation or has been
disclosed to and agreed by Hangzhou Dianneng in writing);



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     5.1.2 enter into any transaction which may materially affect its assets, liability, operation,
equity or other legal rights (unless such transaction is relating to its daily operation or has
been disclosed to and agreed by Hangzhou Dianneng in writing); and



     5.1.3 distribute any dividend to its shareholders in any manner.


5.2 Before Hangzhou Dianneng (or a qualified entity designated by Hangzhou Dianneng) has acquired
all the equity/assets of Mijia Tech by exercising the purchase option provided hereunder,
Shareholders of Mijia shall not individually or collectively:




     5.2.1 supplement, alter or amend the articles of association of Mijia Tech in any manner to
the extent that such supplement, alteration or amendment may have a material effect on Mijia Tech’s
assets, liability, operation, equity or other legal rights (except for pro rata increase of
registered capital mandated by applicable laws);



     5.2.2 cause Mijia Tech enter into any transaction to the extent such transaction may have a
material effect on Mijia Tech’s assets, liability, operation, equity or other legal rights (unless
such transaction is relating to Mijia Tech’s daily operation or has been disclosed to and agreed by
Hangzhou Dianneng in writing); and



     5.2.3 cause Mijia Tech’s board of directors adopt any resolution on distributing dividends to
its shareholders.


5.4 Hangzhou Dianneng shall provide financings to Mijia Tech to the extent Mijia Tech needs such
financing to finance its operation. In the event that Mijia Tech is unable to repay such financing
due to its losses, Hangzhou Dianneng shall waive all recourse against Mijia Tech with respect to
such financing.



5.5 To the extent Shareholders of Mijia are subject to any legal or economic liabilities to any
institution or individual other than Hangzhou Dianneng as a result of performing their obligations
under this Agreement or any other agreements between them and Hangzhou Dianneng or WFOE, Hangzhou
Dianneng shall provide all support necessary to enable shareholders of Mijia Tech to duly perform
their obligations under this Agreement and any other agreements and to hold Hangzhou Dianneng and
Shareholders of Mijia harmless against any loss or damage caused by their performance of
obligations under such agreements.




ARTICLE 6 CONFIDENTIALITY




     Each Party shall keep confidential all the content of this Agreement. Without the prior
consent of all Parties, no Party shall disclose any content of this Agreement to any other party or
make any public announcements with respect to any content of this



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Agreement. Notwithstanding the forgoing provisions of this Article 6, the following disclosure
shall be permitted: (i) disclosure made pursuant to any applicable laws or any rules of any stock
exchange; (ii) disclosure of information which has become public information other than due to any
breach by the disclosing party; (iii) disclosure to any Party’s shareholders, legal counsel,
accountants, financial advisors or other professional advisors, or (iv) disclosure to any potential
purchasers of a Party or its shareholders’ equity/assets, its other investors, debts or equity
financing providers, provided that the receiving party of confidential information has agreed to
keep the relevant information confidential.




     Parties agree that this Article 6 shall survive upon any invalidity, modification, expiration
or termination of this Agreement.



ARTICLE 7 APPLICABLE LAW AND EVENTS OF DEFAULT




     The execution, effectiveness, interpretation, performance and dispute resolution of this
Agreement shall be governed by the laws of the PRC.



     Any violation of any provision hereof, incomplete performance of any obligation provided
hereunder, any misrepresentation made hereunder, material concealment or omission of any material
fact or failure to perform any covenants provided hereunder by any Party shall constitute an event
of default. The defaulting Party shall assume all the legal liabilities pursuant to the applicable
laws.



ARTICLE 8 DISPUTE RESOLUTION



8.1 Any dispute arising from the performance of this Agreement shall be first subject to the
Parties’ friendly consultations. In the event any dispute cannot be solved by friendly
consultations, the relevant dispute shall be submitted to China International Economic and Trade
Arbitration Commission in accordance with the then effective arbitration rules of the Commission
for arbitration;



8.2 The arbitration shall be administered by the China International Economic and Trade Arbitration
Commission in accordance with the then effective arbitration rules of the Commission in Beijing;



8.3 The arbitration award shall be final and binding on the Parties. The costs of the arbitration
(including but not limited to arbitration fee and attorney fee) shall be borne by the losing party,
unless the arbitration award stipulates otherwise.





ARTICLE 9 EFFECTIVENESS





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9.1 This Agreement shall be effective upon the execution hereof by all Parties hereto and shall
remain effective thereafter. This Agreement may not be terminated without the unanimous consent of
all the Parties except Hangzhou Dianneng may, by giving a thirty (30) days prior notice to the
other Parties hereto, terminate this Agreement.



9.2 In the term of this Agreement, to the extent that the operation term of Hangzhou Dianneng or
Mijia Tech expires or is terminated for other reasons, this Agreement shall be terminated upon such
expiration or termination, provided that, Hangzhou Dianneng has transferred its rights and
responsibilities pursuant to Article 5.6 under this Agreement.




ARTICLE 10 AMENDMENT




     All Parties hereto shall fulfill their respective obligations hereunder. No amendment to this
Agreement shall be effective unless such amendment has been agreed by all of the Parties and
Hangzhou Dianneng and Mijia Tech have obtained necessary authorization and approvals with respect
to such amendment. The amendment or modification to this Agreement shall be the integral part of
this Agreement and shall have the same legal effect as this Agreement.



ARTICLE 11 COUNTERPARTS




     This Agreement is executed in fourteen (14) counterparts. Hangzhou Dianneng, every party shall
each hold one (1) counterpart. All the counterparts shall have the same legal effect.



ARTICLE 12 MISCELLANEOUS



12.1 Obligations, covenants and liabilities of Shareholders of Mijia to Hangzhou Dianneng hereunder
are joint and several, and Shareholders of Mijia shall assume joint and several liabilities with
respect to such obligations, covenants and liabilities.
With respect to Hangzhou Dianneng, a default by Shareholders of Mijia shall automatically
constitute a default by the other Party, and vice versa;



12.2 The title and headings contained in this Agreement are for convenience of reference only and
shall not in any way affect the meaning or interpretation of any provision of this Agreement;



12.3 The Parties may enter into supplementary agreements to address any issue not covered by this
Agreement. The supplementary agreements so entered shall be an appendix hereto as the integral part
of this Agreement and shall have the same legal effect as this Agreement.







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(THE FOLLOWING SPACE IS INTENTIONALLY LEFT BLANK)



(Execution Page Only)









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	Hangzhou Dianneng Technologies Co.,
Ltd.	 	 	 	Hangzhou Mijia Technologies Co., Ltd.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	      (Company Seal)	 	 	 	      (Company Seal)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Signature:

	 	/s/ Song Tao
	 	 	 	Signature:
	 	/s/ Song Tao	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 
	Name:	 	 	 	Name:	 	 
	Title:	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Mr. Michael Tao Song	 	 	 	Mr. Zhiyi Xia	 	 
	Signature:

	 	/s/ Song Tao
	 	 	 	Signature:
	 	/s/ Zhiyi Xia	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Mr. Guoping Qu	 	 	 	Ms. Zi Jin	 	 
	Signature:

	 	/s/ Guoping Qu
	 	 	 	Signature:
	 	/s/ Zi Jin	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Mr. Yan Tang	 	 	 	Mr. Wenjie Wu	 	 
	Signature:

	 	/s/ Yan Tang
	 	 	 	Signature:
	 	/s/ Wenjie Wu	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Mr. Zhe Wang	 	 	 	Mr. Li Ou	 	 
	Signature:

	 	/s/ Zhe Wang
	 	 	 	Signature:
	 	/s/ Li Ou	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Mr. Qing Yan	 	 	 	Mr. Rui Zeng	 	 
	Signature:

	 	/s/ Qing Yan
	 	 	 	Signature:
	 	/s/ Rui Zeng	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Mr. Wanyan Shao	 	 	 	 	 	 	 	 
	Signature:

	 	/s/ Wanyan Shao	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 	 	 






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