exv10w20






English Translation

Exhibit 10.20




FRAMEWORK AGREEMENT ON RESTRUCTURING



THIS FRAMEWORK AGREEMENT ON RESTRUCTURING (“this Agreement”) is made and entered into in Hangzhou,
PRC as of July 1, 2010 by and among:




Mijia Technologies: Hangzhou Mijia Technologies Co., Ltd.

Address: Room 610, 2# Building, No.1197 Bin’an Road, Binjiang District, Hangzhou




Postal code: 310013

Tel.: 0571 87770978

Fax: 0571 87758616




Beijing Pusida: Pusida (Beijing) Technologies Co., Ltd.

Address: Room 500, Block C, Fengyu Office Building, No.115 Fucheng Road, Haidian District, Beijing

Postal code: 100095

Tel.: 010 88135786

Fax:




Hangzhou Dianneng: Hangzhou Dianneng Technologies Co., Ltd.

Address: Room 105, 3# Building, No.1197 Bin’an Road, Hangzhou

Tel.: 0571 87770978

Fax: 0571 87758616




Tao Song

Number of ID:

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




Li Ou

Number of ID:

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




Yan Tang

Number of ID:

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




Zhiyi Xia

Number of ID:

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




 









 





Zi Jin

Number of ID:

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




Guoping Qu

Number of ID:

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




Wenjie Wu

Number of ID:

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




Zhe Wang

Number of ID:

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




Qing Yan

Number of ID:

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




Rui Zeng

Number of ID:

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




Wangyan Shao

Number of ID:

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



Beijing Pusida, Hangzhou Dianneng, Mijia Technologies and Mijia Shareholders are hereinafter
individually referred to as a “Party” and collectively as the “Parties”.



WHEREAS,





	(1)	 	Mijia Technologies is a limited liability company duly organized and validly existing under
the PRC laws. As the shareholders of Mijia Technologies, Tao Song, Li Ou, Yan Tang, Zhiyi Xia,
Zi Jin, Guoping Qu, Wenjie Wu, Zhe Wang, Qing Yan, Rui Zeng and Wanyan, Shao (collectively
“Mijia Shareholders”) 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% equity interests in Mijia Technologies respectively;
	 
	(2)	 	Beijing Pusida is a wholly foreign-owned enterprise duly organized and validly existing under
the PRC laws and provides the technical support, strategic consultancy and related services
for Mijia Technologies. Currently, it is an




 









 






	 	 	important partner of Mijia Technologies;
	 
	(3)	 	Hangzhou Dianneng is a wholly foreign-owned enterprise duly organized and validly existing
under the PRC laws and capable of providing Mijia Technologies with the technical support,
strategic consultancy and related services in respect of the business field Mijia Technologies
is engaged in;
	 
	(4)	 	On August 1, 2007, Mijia Technologies and Beijing Pusida entered into the Exclusive Technical
Consultancy and Service Agreement (“Mijia Service Agreement”), the Intellectual Property
Transfer Agreement (“Mijia Intellectual Property Transfer Agreement”), the Technology Transfer
Agreement (“Mijia Transfer Agreement”)..On the same date, Mijia Technologies and Mijia
Shareholders entered into the Equity Pledge Agreement (“Mijia Equity Pledge Agreement”), the
Exclusive Call Option Agreement (“Mijia Exclusive Call Option Agreement”) and the Operation
Agreement (“Mijia Operation Agreement”) with Beijing Pusida. At the same time, each of the
Mijia Shareholders issued the irrevocable power of attorney (“Mijia Power of Attorney”) to
Beijing Pusida;
	 
	(5)	 	With the consent of Mijia Technologies, Beijing Pusida plans to transfer its rights and
obligations under the Mijia Service Agreement to Hangzhou Dianneng, terminate the Mijia
Intellectual Property Transfer Agreement and Mijia Technology Transfer Agreement already
entered into with Mijia Technologies as well as the Mijia Equity Pledge Agreement, Mijia
Exclusive Call Option Agreement and Mijia Operation Agreement already entered into with Mijia
Technologies and Mijia Shareholders. At the same time, Mijia Shareholders will terminate the
Mijia Powers of Attorney issued to Beijing Pusida;
	 
	(6)	 	On the signing date of the agreements stated in Paragraph (5) above, Mijia Technologies and
Mijia Shareholders will enter into a complete package of agreements with Hangzhou Dianneng,
including technical support and service agreement, strategic consultancy and service
agreement, intellectual property license agreement, equity pledge agreement, call option and
cooperation agreement and power of attorney.




NOW, THEREFORE, the Parties, abiding by the principles of sincere cooperation, equality, mutual
benefit and common development and after friendly negotiations, hereby agree below:




Article 1 Modifications of Service Agreement





	1.1	 	Beijing Pusida, Hangzhou Dianneng and Mijia Technologies agree that Beijing Pusida will
transfer all and any of its rights and obligations under the Mijia Service Agreement to
Hangzhou Dianneng as of the date hereof and the outstanding payment under the Mijia Service
Agreement will be settled by Hangzhou Dianneng directly with Mijia Technologies by invoicing
Mijia Technologies.




 









 






	1.2	 	Hangzhou Dianneng and Mijia Technologies shall sign the amended and restated technical
support and service agreement and strategic consultancy and service agreement according to the
contents and in the forms as set out in Annex 1A and Annex 1B respectively on
the date hereof.





Article 2 Modifications of Agreements Related to Intellectual Property





	2.1	 	Mijia Technologies and Beijing Pusida acknowledge that Mijia Intellectual Property Transfer
Agreement and Mijia Technology Transfer Agreement have not been performed yet.
	 
	2.2	 	Mijia Technologies and Beijing Pusida further acknowledge and agree that as from the date
hereof, Mijia Intellectual Property Transfer Agreement and Mijia Technology Transfer Agreement
terminate and agree to waive all the claims and liabilities (if any) against the other Party
based on or in connection with these agreements.
	 
	2.3	 	Hangzhou Dianneng and Mijia Technologies shall enter into an intellectual property license
agreement according to the contents and in the form as set out in Annex 2 on the date hereof
and handle the filing procedures.





Article 3 Modifications of Exclusive Call Option Agreement





	3.1	 	Mijia Shareholders, Hangzhou Dianneng and Mijia Technologies shall enter into a call option
and cooperation agreement according to the contents and in the form as set out in Annex
3 on the date hereof.
	 
	3.2	 	Mijia Shareholders, Beijing Pusida and Mijia Technologies acknowledge and agree that as from
the signing date of the call option and cooperation agreement as set forth in Article 3.1
hereof, Mijia Exclusive Call Option Agreement shall terminate and unless otherwise provided in
the Mijia Exclusive Call Option Agreement or otherwise agreed by the Parties, all the rights
and obligations of Mijia Shareholders and Beijing Pusida under the Mijia Exclusive Call Option
Agreement shall terminate at the same time.





Article 4 Modifications of Powers of Attorney





	4.1	 	Mijia Shareholders shall issue the irrevocable powers of attorney to Hangzhou Dianneng
according to the contents and in the forms as set out in Annex 4A to Annex 4K
respectively on the date hereof.
	 
	4.2	 	As of the date of the issue by Mijia Shareholders of the irrevocable powers of attorney to
Hangzhou Dianneng as set forth in Article 4.1 hereof, Mijia Powers of Attorney shall terminate
and all the rights of Beijing Pusida under the Mijia Powers




 









 






	 	 	of Attorney shall terminate at the
same time.





Article 5 Modifications of Equity Pledge Agreement





	5.1	 	Mijia Shareholders, Hangzhou Dianneng and Mijia Technologies shall enter into an equity
pledge agreement according to the contents and in the form as set out in Annex 5 on
the date hereof, register the pledge of Mijia Technologies’s equity in Mijia Technologies’s
share register pursuant to this equity pledge agreement and handle the industrial and
commercial registration procedures of the pledge. The said right of equity pledge shall take
effect as of the date of industrial and commercial registration.
	 
	5.2	 	As of the effective date of the right of equity pledge as set forth in Article 5.1 hereof,
Mijia Equity Pledge Agreement shall terminate and unless otherwise provided in the Mijia
Equity Pledge Agreement or otherwise agreed by the Parties, all the rights and obligations of
Mijia Shareholders and Beijing Pusida under the Mijia Equity Pledge Agreement shall terminate
at the same time.





Article 6 Termination of Mijia Operation Agreement





	6.1	 	Mijia Shareholders, Beijing Pusida and Mijia Technologies acknowledge and agree that as from
the date hereof, the Mijia Operation Agreement shall terminate and unless otherwise provided
in the Mijia Operation Agreement or otherwise agreed by the Parties, all the rights and
obligations of Mijia Technologies, Mijia Shareholders and Beijing Pusida under the Mijia
Exclusive Call Option Agreement shall terminate at the same time.





Article 7 Confidentiality



Each Party shall keep confidential the contents of this Agreement and shall not disclose to any
other person or publicly announce the contents of this Agreement without the prior consent of the
other parties, but the provisions of this Article shall exclude (i) any disclosure required under
relevant laws or the rules of any stock exchange; (ii) any disclosure of any information that is or
becomes publicly available through no fault of the disclosing Party; (iii) any disclosure made to
the shareholders, legal advisers, accountants, financial consultants or other professional
consultants of a Party ; or (iv) any disclosure made to the potential purchaser, other investor or
debt or equity finance provider in respect of the equity/assets of a Party or any of its
shareholders, provided that the receiving party shall make the suitable confidentiality
undertaking.




Article 8 Notices



 









 







	8.1	 	Any notice, request, demand or other correspondence required by or in accordance with this
Agreement shall be in writing and delivered to the respective addresses of the Parties as set
forth above.
	 
	8.2	 	The notices given by a Party hereunder shall be delivered or sent by hand delivery,
registered airmail (postage prepaid), generally accepted courier service or fax to the address
and/or number of the other Party. The notices shall be deemed duly served: (1) upon delivery
if delivered in person; (2) on the seventh (7th) day after the date of posting (as
indicated on the postmark) if delivered by registered airmail (postage prepaid); (3) on the
third (3rd) day after delivery to the generally accepted courier service if
delivered by courier service; (4) on the first working day after transmission if transmitted
by fax.





Article 9 Dispute Resolution





	9.1	 	Any dispute arising in connection with the interpretation or performance of the relevant
provisions herein shall first be resolved by the Parties by amicable consultation. If the
Parties have failed to reach a written agreement upon its occurrence, such dispute shall be
referred to arbitration in accordance with the provisions hereof, which shall be final and
exclusive. Except as otherwise specifically provided herein, any Party hereby expressly waives
the right to submit that dispute to a court for hearing and such waiver shall be irrevocable.
	 
	9.2	 	The dispute will be submitted to the China International Economic and Trade Arbitration
Commission (“CIETAC”) for arbitration in Beijing in accordance with the CIETAC’s arbitration
rules then in effect. The arbitration costs (including reasonable lawyer’s fees and expenses)
shall be borne by the losing Party, unless otherwise specified in the arbitration award.





Article 10. Miscellaneous





	10.1	 	No failure or delay by a Part in exercising any right hereunder shall be construed as a
waiver thereof, nor shall any single or partial exercise of any right preclude any other or
further exercise thereof.
	 
	10.2	 	The headings herein contained are inserted as a matter of convenience for reference only and
in no circumstance shall they be used for or affect the interpretation of the provisions
herein.
	 
	10.3	 	The formation, validity, interpretation and performance of and resolution of disputes arising
from this Agreement shall be governed by the laws of the People’s Republic of China.
	 
	10.4	 	The Parties hereto have entered into this Agreement for legal purposes. Each provision
contained herein shall be severable and independent from any other




 









 






	 	 	provisions, and if at any
time one or more provisions herein become invalid, illegal or unenforceable, the validity,
legality or enforceability of the remaining provisions herein shall not be affected as a
result thereof. The Parties shall in such an instance do their best to replace the invalid,
illegal or unenforceable provision with a new agreed provision, so as to realize the business
purpose as close as possible to that of the invalid, illegal or unenforceable provision.
	 
	10.5	 	The Parties shall perform this Agreement in accordance with its terms upon effectiveness.
Every amendment to this Agreement shall be made in writing and subject to the mutual consent
of the Parties and also to the obtaining of necessary authorizations and approvals (if
applicable) by the Parties.
	 
	10.6	 	In case of anything not covered herein, the Parties shall enter into a supplementary
agreement as an annex hereto, which shall have the same legal effect as this Agreement.
	 
	10.7	 	This Agreement is executed in fourteen originals, with each Party hereto retaining one
original. All the originals shall have the same legal effect.
	 
	10.8	 	This Agreement shall become effective upon execution.






	(REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK)




 









 










(Signature page)

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first
above written.




	 	 	 	 	 	 	 	 	 	 	 

	Hangzhou Dianneng
Technologies Co., Ltd.	 	 	 	Pusida (Beijing) Technologies Co., Ltd.	 	 
	[seal: Hangzhou Dianneng
Technologies Co., Ltd.]	 	 	 	[seal: Pusida (Beijing) Technologies Co., Ltd.]	 	 






	 	 	 	 	 	 	 	 	 	 	 

	By:

	 	/s/ Tao Song
	 	 	 	By:
	 	/s/ Tao Song	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	 	 	Name:	 	 
	 

	 	Position:
	 	 	 	 	 	Position:	 	 






	 	 	 	 	 	 	 	 	 	 	 

	Hangzhou Mijia Technologies
Technologies Co., Ltd.	 	 	 	Tao Song	 	 
	[seal: Hangzhou Mijia
Technologies Technologies
Co., Ltd.]	 	 	 	Signature:	 	/s/ Tao Song 
	 	 






	 	 	 	 	 	 	 	 	 	 	 

	By:

	 	/s/ Tao Song	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Name:
	 	 	 	 	 	 	 	 
	Position:
	 	 	 	 	 	 	 	 	 	 







	 	 	 	 	 	 	 	 	 	 	 

	Zhiyi Xia	 	 	 	Guoping Qu	 	 
	Signature:

	 	/s/ Zhiyi Xia
	 	 	 	Signature:
	 	/s/ Guoping Qu	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Zi Jin	 	 	 	Yan Tang	 	 
	Signature:

	 	/s/ Zi Jin
	 	 	 	Signature:
	 	/s/ Yan Tang	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Wenjie Wu	 	 	 	Zhe Wang	 	 
	Signature:

	 	/s/ Wenjie Wu
	 	 	 	Signature:
	 	/s/ Zhe Wang	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Li Ou	 	 	 	Qing Yan	 	 
	Signature:

	 	/s/ Li Ou
	 	 	 	Signature:
	 	/s/ Qing Yan	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Rui Zeng	 	 	 	Wangyan Shao	 	 
	Signature:

	 	/s/ Rui Zeng
	 	 	 	Signature:
	 	/s/ Wangyan Shao	 	 
	 

	 	 
	 	 	 	 	 	 	 	 





 









 






List of Annexes




Annex 1A: Technical Support and Service Agreement



Annex 1B: Strategic Consultancy and Service Agreement



Annex 2: Intellectual Property License Agreement



Annex 3: Call Option and Cooperation Agreement



Annex 4A: Power of Attorney of Tao Song



Annex 4B: Power of Attorney of Zhiyi Xia



Annex 4C: Power of Attorney of Guoping Qu



Annex 4D: Power of Attorney of Zi Jin



Annex 4E: Power of Attorney of Yan Tang



Annex 4F: Power of Attorney of Wenjie Wu



Annex 4G: Power of Attorney of Zhe Wang



Annex 4H: Power of Attorney of Li Ou



Annex 4I: Power of Attorney of Qing Yan



Annex 4J: Power of Attorney of Rui Zeng



Annex 4K: Power of Attorney of Wanyan Shao



Annex 5: Equity Pledge Agreement