THIS
IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS AND NO
STOCKHOLDER
MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN
.
NOTICE
OF ACTION TO BE TAKEN PURSUANT TO THE WRITTEN CONSENT OF STOCKHOLDERS HOLDING A MAJORITY OF THE OUTSTANDING CAPITAL STOCK IN LIEU
OF A SPECIAL MEETING OF THE STOCKHOLDERS, DATED JULY 25, 2016.
To
the Stockholders of Tianhe Union Holdings Limited:
NOTICE
IS HEREBY GIVEN to the stockholders of record of Tianhe Union Holdings Limited (“
our
”, “
we
”,
the “
Company
” of “
TUAA
”) as of the close of business on the record date, July 19, 2016 (the
“
Record Date
”), that our board of directors (the “
Board
”) has recommended, and that the
holders of a majority of the voting power of our outstanding common stock voted on July 25, 2016, to approve the termination of
certain VIE Agreements entered into on March 30, 2016, as defined below, between Jierun Consulting Management (Shenzhen) Co.,
Ltd., subsidiary of the Company, and Anhui Avi-Trip Technology Co. Ltd.
None
of our current officers, directors, or any of their respective affiliates has any interest in the matter to be acted upon, except
as set forth in this Information Statement.
Pursuant
to Section 14 of the Securities Exchange Act of 1934, as amended, and Regulation 14C and Schedule 14C there under, and the
provisions of the Nevada Revised Statutes, the above-mentioned corporate actions will become effective on or after August 29,
2016, or twenty (20) days after this Information Statement is first mailed to our stockholders.
As
of the Record Date, 59,530,000 shares of our common stock were issued and outstanding. Each share of common stock entitles the
holder to one vote on all matters brought before the common stockholders. The holders of a majority of the issued and outstanding
shares of our common stock voted for the approval of the above-mentioned action.
We
will bear the entire cost of furnishing this Information Statement. We will request brokerage houses, nominees, custodians, fiduciaries
and other like parties to forward this Information Statement to the beneficial owners of our common stock held of record by them.
Date:
July 25, 2016
|
By
Order of the Board of Directors,
|
|
|
|
/s/
Yang Jie
|
|
Yang
Jie
|
|
President
& Chief Executive Officer
|
TABLE
OF CONTENTS
CONSENTING
SHAREHOLDERS
|
1
|
OUTSTANDING
SHARES AND VOTING RIGHTS
|
2
|
INTEREST
OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
|
2
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|
3
|
COMPLIANCE
WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
|
3
|
ACTION
TO BE TAKEN:TERMINATION OF VIE AGREEMENTS BETWEEN SUBSIDIARY JIERUN CONSULTING MANAGEMENT (SHENZHEN) CO., LTD. AND ANHUI AVI-TRIP
TECHNOLOGY CO. LTD.
|
3
|
Summary
of the Termination
|
3
|
Vote
Required for Approval of the Termination
|
4
|
Explanation
of Any Material Differences in the Rights of Security Holders as a Result of the Termination if Material
|
4
|
Brief
Statement as to the Accounting Treatment of the Termination, if Material
|
4
|
Federal
Income Tax Consequence of the Termination, if Material
|
4
|
Regulatory
Approval
|
4
|
Reports,
Opinions, Appraisals
|
4
|
ADDITIONAL
INFORMATION
|
4
|
CONSENTING
SHAREHOLDERS
As
of July 19, 2016, the Company had 59,530,000 issued and outstanding shares of Common Stock, each of which was entitled to one
vote on any matter brought to a vote of the Company’s stockholders. By written consent in lieu of a meeting, dated July
25, 2016, the Board of Directors and the Majority Shareholders approved the following action:
Termination
of certain VIE Agreements entered into on March 30, 2016, as defined below, between Jierun Consulting Management (Shenzhen) Co.,
Ltd., subsidiary of the Company, and Anhui Avi-Trip Technology Co. Ltd.
On July 25, 2016, the following Majority
Shareholders of Record on July 19, 2016, who collectively owned approximately 41,087,500 shares, or 69.02% of our voting common
stock, consented in writing to the proposed action as mentioned above:
Present
Issued and Outstanding
|
|
|
59,530,000
|
|
|
100
|
%
|
|
|
|
|
|
|
Name
of Consenting Shareholder
|
|
Shares
Eligible
|
|
Percent
(%)
|
|
|
|
|
|
|
|
Zaixian
Wang
|
|
|
7,000,000
|
|
|
11.76
|
%
|
Ronghua
Wang
|
|
|
250,000
|
|
|
-
|
|
Yanliang
Han
|
|
|
7,500,000
|
|
|
12.60
|
%
|
Weiwei
Jie
|
|
|
19,222,500
|
|
|
32.29
|
%
|
Yifan
Zhao
|
|
|
1,250,000
|
|
|
2.10
|
%
|
Jianhong
Wang
|
|
|
1,905,000
|
|
|
3.20
|
%
|
Boling
Liu
|
|
|
2,500,000
|
|
|
4.20
|
%
|
Zebo
Huang
|
|
|
1,250,000
|
|
|
2.10
|
%
|
Yanhong
Yu
|
|
|
100,000
|
|
|
-
|
|
Lu
qingwei
|
|
|
110,000
|
|
|
-
|
|
We
are not seeking written consent from any of our shareholders and our other shareholders will not be given an opportunity to
vote with respect to the corporate action. All necessary corporate approvals have been obtained, and this Information Statement is
furnished solely for the purpose of:
|
●
|
Advising
shareholders of the action taken by written consent by Nevada Law; and
|
|
●
|
Giving
shareholders advance notice of the actions taken, as required by the Exchange Act.
|
Shareholders
who were not afforded an opportunity to consent or otherwise vote with respect to the actions taken have no right under Nevada
law to dissent or require a vote of all our shareholders.
OUTSTANDING
SHARES AND VOTING RIGHTS
As
of the Record Date, our authorized capitalization consisted of 75,000,000 shares of common stock (the “
Common Stock
”),
of which 59,530,000 shares were issued and outstanding.
Each
share of Common Stock entitles its holder to one vote on each matter submitted to the stockholders. However, because stockholders
holding at least a majority of the voting rights of all outstanding shares of capital stock as at the Record Date have voted in
favor of the foregoing proposals by resolution dated July 25, 2016 and having sufficient voting power to approve such proposals
through their ownership of capital stock, no other stockholder consents will be solicited in connection with this Information
Statement.
Pursuant
to Rule 14c-2 under the Securities Exchange Act of 1934, as amended, the proposals will not be adopted until a date at least 20
days after the date on which the definitive Information Statement has been mailed to the stockholders. We anticipate that the
actions contemplated herein will be effected on or about August 29, 2016.
We
have asked brokers and other custodians, nominees and fiduciaries to forward this Information Statement to the beneficial owners
of the Common Stock held of record by such persons and will reimburse such persons for out-of-pocket expenses incurred in forwarding
such material.
Distributions
and Costs
We
will pay all costs associated with the distribution of this Information Statement, including the costs of printing and mailing.
We will only deliver one Information Statement to multiple security holders sharing an address, unless we have received contrary
instructions from one or more of the security holders. Also, we will promptly deliver a separate copy of this Information Statement
and future stockholder communication documents to any security holder at a shared address to which a single copy of this Information
Statement was delivered, or deliver a single copy of this Information Statement and future stockholder communication documents
to any security holder or holders sharing an address to which multiple copies are now delivered, upon written request to us at
our address noted above.
Security
holders may also address future requests regarding delivery of information statements and annual reports by contacting us at our
address noted above.
No
Dissenters’ Rights
The
Nevada Revised Statutes do not provide for dissenter’s rights in connection with any of the actions described in this Information
Statement, and we will not provide shareholders with any such right independently.
INTEREST OF CERTAIN
PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
Except
as disclosed elsewhere in this Information Statement, none of the following persons has any substantial interest, direct or indirect,
by security holdings or otherwise (other than with respect to elections to office) in any matter to be acted upon:
|
|
|
|
1.
|
any
of our directors or officers of our Company;
|
|
2.
|
any
proposed nominee for election as a director; and
|
|
3.
|
any
associate or affiliate of any of the foregoing persons.
|
The
shareholdings of our directors and officers are listed below in the section entitled “Security Ownership of Certain Beneficial
Owners and Management.” To our knowledge, no director has advised us that he intends to oppose the corporate action described
herein.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following tables set forth information on the beneficial ownership of our Common Stock as of July 19, 2016 and greater than 5%
stockholders after the consummation of the Share Exchange. Beneficial ownership is determined according to rules of the SEC governing
the determination of beneficial ownership of securities. A person is deemed to be a beneficial owner of any securities for which
that person has a right to acquire beneficial ownership within 60 days.
Name and Address of Beneficial Owner
(1)
|
|
Number of Shares
and Nature
of Beneficial
Ownership
|
|
|
Percent of
Common
Stock
Outstanding
|
|
|
|
|
|
|
|
|
Greater Than 5% Shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Zaixian Wang
|
|
|
7,000,000
|
|
|
|
11.76
|
%
|
Directors and Executive Officers
|
|
|
|
|
|
|
|
|
Yang Jie
|
|
|
0
|
|
|
|
-
|
|
Weiwei Jie
|
|
|
19,222,500
|
|
|
|
32.29
|
%
|
Xinqian Zhang
|
|
|
0
|
|
|
|
-
|
|
Ming Yi
|
|
|
25,000
|
|
|
|
-
|
|
Fengyun Yi
|
|
|
50,000
|
|
|
|
-
|
|
All directors and executive officers as a group (5 persons)
|
|
|
19,297,500
|
|
|
|
32.42
|
%
|
(1)
|
Unless
otherwise indicated, the business address of each director is c/o 40 Wall Street, 28 Fl, Unit 2856, New York, NY 10005
|
|
|
COMPLIANCE
WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Our
directors and executive officers, and persons who beneficially own more than 10% of a registered class of our equity securities
are not subject to the reporting obligations under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) because the Company does not have its securities registered under Section 12 of the Exchange Act.
ACTION
TO BE TAKEN: TERMINATION OF VIE AGREEMENTS BETWEEN JIERUN CONSULTING MANAGEMENT (SHENZHEN) CO., LTD. AND ANHUI AVI-TRIP TECHNOLOGY
CO. LTD.
Summary
of the Termination
On
March 30, 2016, Global Technology Co., Ltd., a corporation incorporated in the British Virgin Islands (“Global 2”),
the sole shareholder of Global 2, Global International Holdings Ltd. (“Global 1”), and the Company had entered into
a share exchange agreement (the “Share Exchange Agreement”), pursuant to which the Company acquired 100% of the issued
and outstanding shares of ordinary shares of Global 2 from Global 1 in exchange for the issuance of 200,000,000 shares common
stock, par value $.001 per share (“Common Stock”) of the Company, represented by several share certificates evidencing
the aggregate 50,000,000 shares of Common Stock of the Company (each a “TUAA Share Certificate”) and an convertible
note representing 150,000,000 shares of Common Stock of the Company (the “CB”).
Pursuant
to the Share Exchange Agreement, Jierun Consulting Management (Shenzhen) Co., Ltd., a corporation incorporated under the laws
of the People’s Republic of China (“WFOE”), a wholly owned subsidiary of Global 2, has entered into various
contractual agreements known as variable interest entity agreements (“VIE Agreements”) with Anhui Avi-Trip Technology
Co. Ltd., a corporation incorporated under the laws of the PRC (“Avi-Trip”) (Together with Global 2, Global 1, TUAA,
and WFOE, the “Parties”). These VIE Agreements provide the WFOE management control and the rights to the profits of
Avi-Trip, including: (1) A Management and Consulting Services Agreement between WFOE and Avi-Trip, which entitles WFOE to receive
substantially all of the economic benefits of Avi-Trip in consideration for services provided by WFOE to Avi-Trip, (2) an Option
Agreement with the shareholders of Avi-Trip, Jie Wei Wei and Han Yanliang, allowing the WFOE to acquire all the shares of Avi-Trip
as permitted by PRC laws, (3) a Voting Rights Proxy Agreement that provides WFOE with all the voting rights of the Avi-Trip’s
shareholders, and (4) an Equity Pledge Agreement that pledges the shares in Avi-Trip to WFOE.
On
July 25, 2016, the Board of Directors, believing it to be in the best interests of the Company and its shareholders,
approved the termination of the VIE Agreements between WFOE and Avi-Trip (the “Termination”), through a series of
termination agreements (“Termination Agreements”), including (1) Termination Agreement on Management and
Consulting Services Agreement; (2) Termination Agreement on Option Agreement; (3) Termination Agreement on Voting Right Proxy
Agreement; and (4) Termination Agreement on Equity Pledge Agreement. On July 25, 2016, shareholders of a majority of the
issued and outstanding Common Stock of the Company, or 69.02% of the outstanding shares as of the Record Date, approved the
Termination. WOFE was then authorized to enter into and perform the Termination Agreements with Avi-Trip, in exchange for the
certain amount of shares of Common Stock of TUAA represented by a minimum of 30 million shares represented by the TUAA Share
Certificates and the CB, and upon the receipt of the certain TUAA Share Certificates and the CB from Global 1, the Company is
authorized to cancel the TUAA Share Certificates and the CB.
The
summary above highlights selected information regarding the Termination, and may not contain all of the information that is important
to you. To fully understand the Termination, you should carefully read this Information Statement, including the Termination Agreements
attached as
Exhibit A- D
, in its entirety.
Vote
required for approval of the Termination.
The
vote which is required to approve the Termination is the affirmative vote of the holders of a majority of the Company’s
voting stock.
Explanation
of any material differences in the rights of security holders as a result of the Termination, if material.
There
would be no differences in the rights of security holders as a result of the Termination.
Brief
statement as to the accounting treatment of the Termination, if material.
The
accounting treatment of the Termination is not material.
Federal
income tax consequences of the Termination, if material.
The
federal income tax consequences of the Termination are not material.
Regulatory
Approval
No
United States federal or state regulatory requirements must be complied with or approvals obtained as a condition of the proposed
Termination other than the federal securities laws.
Reports,
opinions. appraisals
No
reports, opinions or appraisals materially relating to the Termination have been received from an outside party or are referred
to in the Information Statement.
Selected
financial data
This
information is not required because the Company meets the definition of “small business issuer” under Rule 12b-2 of
the Exchange Act and this disclosure item is not required by Regulation S-B.
ADDITIONAL
INFORMATION
We
are subject to the information and reporting requirements of the Securities Exchange Act of 1934, as amended, and in accordance
therewith, we file periodic reports, documents and other information with the SEC relating to our business, financial statements
and other matters. Such reports and other information may be inspected and are available for copying at the offices of the SEC,
100 F Street, N.E., Washington, D.C. 20549 or may be accessed at
www.sec.gov
. Information regarding the operation of the
public reference rooms may be obtained by calling the SEC at 1-800-SEC-0330.
We
will provide upon request and without charge to each shareholder receiving this Information Statement a copy of the Company’s
Annual Report on Form 10-K for the fiscal year ended September 30, 2015, including the financial statements and financial statement
schedule information included therein, as filed with the SEC. You are encouraged to review the Annual Report together with any
subsequent information we filed or will file with the SEC and other publicly available information. A copy of any public filing
is also available, at no charge, by contacting our legal counsel, Elizabeth Fei Chen, Pryor Cashman LLP, Attn: Elizabeth Fei Chen,
Esq. at 212-326-0199.
Date:
July 25, 2016
|
By
Order of the Board of Directors,
|
|
|
|
/s/
Yang Jie
|
|
Yang
Jie
|
|
President
and Chief Executive Officer
|
INDEX
OF EXHIBITS
Exhibit
A
|
Termination
Agreement on Management and Consulting Services Agreement
|
|
|
Exhibit
B
|
Termination
Agreement on Option Agreement
|
|
|
Exhibit
C
|
Termination
Agreement on Voting Right Proxy Agreement
|
|
|
Exhibit
D
|
Termination
Agreement on Equity Pledge Agreement
|
Exhibit A
TERMINATION
AGREEMENT ON MANAGEMENT AND CONSULTING SERVICES AGREEMENT
管理咨询服务协议之终止协议
THIS
TERMINATION AGREEMENT ON MANAGEMENT AND CONSULTING SERVICES AGREEMENT (this “Termination Agreement”) is made and
entered into as of the 25
th
day of July, 2016, by and between Anhui Avi-Trip Technology Co., Ltd (“
Party
A
”) and Jierun Consulting Management (shenzhen) Co., Ltd. (“
Party B
”). Party A and Party B are
each referred to in this Termination Agreement as a “Party” and collectively as the
“Parties”. Capitalized terms used but not defined herein shall have the meanings set forth in that certain
Consulting Services Agreement (defined in the Recitals below).
本《管理咨询服务协议之终止协议》(“本终止协议”)由安徽航旅科技有限公司(“甲方”),与杰润咨询管理(深圳)有限公司(“乙方”)于2016年7月25日签订。本终止协议中的甲方和乙方分别称为“一方”,合称“各方”。本协议中使用但未定义的术语具有与相关咨询服务协议(见以下陈述中的定义)中规定的含义。
RECITALS:
陈述
WHEREAS
,
reference is made to that certain Management and Consulting Services Agreement dated as of March 1, 2016 (the “Management
and Consulting Services Agreement”), by and among Parties;
鉴于,各方在2016年3月1日签订了《管理咨询服务协议》(“《管理咨询服务协议》”);
WHEREAS
,
Parties desire to terminate the Management and Consulting Services Agreement;
鉴于,各方欲终止《管理咨询服务协议》;
NOW
,
THEREFORE
,
in consideration of the foregoing recitals and the mutual agreements herein contained, the parties hereto agree as follows:
为此,基于前述考虑和各方合意,各方同意如下:
A. TERMINATION.
Subject to the approval of the board of directors of the ultimate parent company and shareholders of Party A, the Consulting
Services Agreement shall be terminated in its entirety on August 29, 2016 and shall be of no further force or effect..
|
A.
|
终止。
以得到甲方终极母公司董事会和股东会通过为条件,《管理咨询服务协议》自
2016
年
8
月
29
日起
终止,不再具有约束力和效力
。
|
B.
RELEASE.
Each Party agrees to release and further indemnify the other Party from all past, present and future obligations
or claims related to the Management and Consulting Services Agreement. Each Party hereby waives any other future right that
it otherwise may have under the Management and Consulting Services Agreement.
B.
免除
。各方同意免除另一方与《管理咨询服务协议》相关的所有以前、现在和未来的义务或主张,并使其免遭损害。各方在此放弃其根据《管理咨询服务协议》将来可能拥有的任何其他权利。
C. PAYMENT.
Notwithstanding Clause B of this Termination Agreement, the Management and Consulting Services Fee payable by June 30, 2016 shall
be paid up within 12 months after the effectiveness of this Terminate Agreement.
C.
支付
。尽管有本终止协议第B条的规定,截止于2016年6月30日到期的管理咨询服务费应当在本终止协议生效起12个月内付清。
D. FURTHER ASSURANCES.
Each Party shall cooperate with, and take such action as may be reasonably requested by, the other Party in order to carry
out the provisions and purposes of this Termination Agreement.
D. 进一步保证
。各方将和另一方展开协作并采取另一方合理要求的措施,以便实现本终止协议的规定和目的。
E. HEADINGS
.
The headings in this Termination Agreement are for convenience of reference only and shall not constitute a part of this Termination
Agreement, nor shall they affect its meaning, construction or effect.
E. 标题
。本终止协议的标题仅为方便参考而设,不构成本终止协议的一部分,也不影响本终止协议的含义、解释或效力。
F
.
GOVERNING
LAW
. This Termination Agreement shall be governed and construed under the laws of the People’s Republic of China, and
shall be binding on and shall inure to the benefit of the parties and their respective successors and permitted assigns.
F. 管辖法律
。本终止协议受中华人民共和国法律管辖并按其解释,且将约束各方及其各自的继承人和允许的受让人,并确保他们的利益。
G.
COUNTERPARTS
.
This Termination Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which
together shall constitute one instrument. A facsimile or other electronic transmission of this signed Termination Agreement shall
be legal and binding on all parties hereto.
G.
份数
。本终止协议将签署多份,每份均是原件,但共同构成一个文件。经签署的本终止协议的传真件或其他电子传输版本应具有法律效力并对各方具有约束力。
[Following are signature pages.]
[以下是签字页]
WITNESS WHEREOF, the parties hereto
have executed this Termination Agreement as of the date first set forth above.
兹证明,各方在本终止协议页首所载日期签署本终止协议。
PARTY A
: Anhui Avi-Trip Technology
Co., Ltd
甲方:安徽航旅科技有限公司
/Authorized Representative:
/s/ Ronghua Wang
_________
法定代表人/授权代表
Title: Executive Director
职务:执行董事
PARTY B:
Jierun Consulting Management
(shenzhen) Co., Ltd.
乙方:杰润咨询管理(深圳)有限公司
/Authorized Representative:
/s/ Lizeng Fang
___________
法定代表人/授权代表
Title: Executive Director
职务:执行董事
Exhibit B
TERMINATION AGREEMENT ON OPTION
AGREEMENT
选择权协议之终止协议
THIS
TERMINATION AGREEMENT ONOPTION AGREEMENT (this “Termination Agreement”) is made and entered into as of
the 25
th
day of July, 2016, by and among Anhui Avi-Trip Technology Co., Ltd (“Party A”), and
Jierun Consulting Management (shenzhen) Co., Ltd. (“Party B”), and shareholders holding 100% outstanding shares
of Party B (the “
Shareholders of Party B
” or “
Party C
”). Party A, Party B and the
Shareholders of Party B are each referred to in this Termination Agreement as a “Party” and collectively as
the “Parties”.Capitalized terms used but not defined herein shall have the meanings set forth in that certain
Option Agreement (defined in the Recitals below).
本《选择权协议之终止协议》(“本终止协议”)由安徽航旅科技有限公司(“甲方”),杰润咨询管理(深圳)有限公司(“乙方”)以及合计持有乙方100%股权的股东(“乙方股东”或“丙方”)于2016年7月25日签订。本终止协议中的甲方、乙方和乙方股东分别称为“一方”,合称“各方”。本终止协议中使用但未定义的术语具有与相关选择权协议(见以下陈述中的定义)中规定的含义。
RECITALS:
陈述:
WHEREAS
,
reference is made to that certain Option Agreement dated as of March 1, 2016 (the “Option Agreement”), by and among
Parties;
鉴于
,各方在2016年3月1日签订了《选择权协议》(“《选择权协议》”);
WHEREAS
,
the Parties desire to terminate the Option Agreement;
鉴于
,各方欲终止《选择权协议》;
NOW
,
THEREFORE
,
in consideration of the foregoing recitals and the mutual agreements herein contained, the parties hereto agree as follows:
为此,
基于前述考虑和各方合意,各方同意如下:
A. TERMINATION.
Subject to the approval of the board of directors of the ultimate parent company and shareholders of Party A, the Option Agreement
shall be terminated in its entirety on August 29, 2016 and shall be of no further force or effect.
A. 终止
。以得到甲方终极母公司董事会和股东会通过为条件,《选择权协议》自
2016
年
8
月
29
日起
终止,不再具有约束力和效力
。
B. RELEASE.
Each Party agrees to release and further indemnify the other Party from all past, present and future obligations or claims related
to the Option Agreement. Each Party hereby waives any other future right that it otherwise may have under the Option Agreement.
B. 免除
。各方同意免除另一方与《选择权协议》相关的所有以前、现在和未来的义务或主张,并使其免遭损害。各方在此放弃其根据《选择权协议》将来可能拥有的任何其他权利。
C. FURTHER ASSURANCES.
Each Party shall cooperate with, and take such action as may be reasonably requested by, the other Party in order to carry
out the provisions and purposes of this Termination Agreement.
C. 进一步保证
。各方将和另一方展开协作并采取另一方合理要求的措施,以便实现本终止协议的规定和目的。
D. HEADINGS
.
The headings in this Termination Agreement are for convenience of reference only and shall not constitute a part of this Termination
Agreement, nor shall they affect its meaning, construction or effect.
D. 标题
。本终止协议的标题仅为方便参考而设,不构成本终止协议的一部分,也不影响本终止协议的含义、解释或效力。
E. GOVERNING
LAW
. This Termination Agreement shall be governed and construed under the laws of the People’s Republic of China, and
shall be binding on and shall inure to the benefit of the parties and their respective successors and permitted assigns.
E.
管辖法律
。本终止协议受中华人民共和国法律管辖并按其解释,且将约束各方及其各自的继承人和允许的受让人,并确保他们的利益。
F. COUNTERPARTS
.
This Termination Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which
together shall constitute one instrument. A facsimile or other electronic transmission of this signed Termination Agreement shall
be legal and binding on all parties hereto.
F. 份数。
本终止协议将签署多份,每份均是原件,但共同构成一个文件。经签署的本终止协议的传真件或其他电子传输版本应具有法律效力并对各方具有约束力。
[Following are signature pages.]
[以下是签字页]
IN WITNESS WHEREOF, the parties hereto
have executed this Termination Agreement as of the date first set forth above.
兹证明,各方在本终止协议页首所载日期签署本终止协议。
PARTY A:
Anhui Avi-Trip Technology Co.,
Ltd
甲方:
安徽航旅科技有限公司
/Authorized Representative:
/s/
Ronghua Wang
_________
法定代表人/授权代表
: Executive Director
职务:执行董事
PARTY B:
Jierun Consulting Management
(shenzhen) Co., Ltd.
乙方:杰润咨询管理(深圳)有限公司
/Authorized Representative:
/s/
Lizeng Fang
___________
法定代表人/授权代表
: Executive Director
职务:执行董事
Exhibit C
TERMINATION AGREEMENT ON VOTING
RIGHTS PROXY AGREEMENT
投票权代理协议之终止协议
THIS
TERMINATION AGREEMENT ON VOTING RIGHTS PROXY AGREEMENT (this “Termination Agreement”) is made and entered into
as of the 25
th
day of July, 2016, by and among Anhui Avi-Trip Technology Co., Ltd (“
Party A
”),
and Jierun Consulting Management (shenzhen) Co., Ltd. (“
Party B
”), and shareholders holding 100%
outstanding shares of Party B (the “
Shareholders of Party B
” or “
Party C
”). Party A,
Party B and the Shareholders are each referred to in this Termination Agreement as a “Party” and collectively as
the “Parties”.Capitalized terms used but not defined herein shall have the meanings set forth in that certain
Voting Rights Proxy Agreement (defined in the Recitals below).
本《投票权代理协议之终止协议》(“本终止协议”))由安徽航旅科技有限公司(“甲方”),杰润咨询管理(深圳)有限公司(“乙方”)以及合计持有乙方100%股权的股东(“乙方股东”或“丙方”)于2016年7月25日签订。本终止协议中的甲方、乙方和股东分别称为“一方”,合称“各方”。本终止协议中使用但未定义的术语具有与相关投票权代理协议(见以下陈述中的定义)中规定的含义。
RECITALS:
陈述:
WHEREAS
,
reference is made to that certain Voting Rights Proxy Agreement dated as of March 1, 2016 (the “Voting Rights Proxy Agreement”),
by and among Parties;
鉴于
,各方在2016年3月1日签订了《投票权代理协议》(“《投票权代理协议》”);
WHEREAS
,
the Parties desire to terminate the Voting Rights Proxy Agreement;
鉴于
,各方欲终止《投票权代理协议》;
NOW
,
THEREFORE
,
in consideration of the foregoing recitals and the mutual agreements herein contained, the parties hereto agree as follows:
为此
,基于前述考虑和各方合意,各方同意如下:
A. TERMINATION.
Subject to the approval of the board of directors of the ultimate parent company and shareholders of Party A, the Voting Rights
Proxy Agreement shall be terminated in its entirety on August 29, 2016 and shall be of no further force or effect.
A. 终止
。以得到甲方终极母公司董事会和股东会通过为条件,《投票权代理协议》自
2016
年
8
月
29
日起
终止,不再具有约束力和效力
。
B. RELEASE.
Each Party agrees to release and further indemnify the other Party from all past, present and future obligations or claims related
to the Voting Rights Proxy Agreement. Each Party hereby waives any other future right that it otherwise may have under the Voting
Rights Proxy Agreement.
B. 免除。
各方同意免除另一方与《投票代理权协议》相关的所有以前、现在和未来的义务或主张,并使其免遭损害。各方在此放弃其根据《投票代理权协议》将来可能拥有的任何其他权利。
C. FURTHER ASSURANCES.
Each Party shall cooperate with, and take such action as may be reasonably requested by, the other Party in order to carry
out the provisions and purposes of this Termination Agreement.
C. 进一步保证
。各方将和另一方展开协作并采取另一方合理要求的措施,以便实现本终止协议的规定和目的。
D. HEADINGS
.
The headings in this Termination Agreement are for convenience of reference only and shall not constitute a part of this Termination
Agreement, nor shall they affect its meaning, construction or effect.
D. 标题
。本终止协议的标题仅为方便参考而设,不构成本终止协议的一部分,也不影响本终止协议的含义、解释或效力。
E.
GOVERNING
LAW
. This Termination Agreement shall be governed and construed under the laws of the People’s Republic of China, and
shall be binding on and shall inure to the benefit of the parties and their respective successors and permitted assigns.
E.
管辖法律
。本终止协议受中华人民共和国法律管辖并按其解释,且将约束各方及其各自的继承人和允许的受让人,并确保他们的利益。
F. COUNTERPARTS
.
This Termination Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which
together shall constitute one instrument. A facsimile or other electronic transmission of this signed Termination Agreement shall
be legal and binding on all parties hereto.
F. 份数。
本终止协议将签署多份,每份均是原件,但共同构成一个文件。经签署的本终止协议的传真件或其他电子传输版本应具有法律效力并对各方具有约束力。
[Following are signature pages.]
[以下是签字页]
IN WITNESS WHEREOF, the parties hereto
have executed this Termination Agreement as of the date first set forth above.
兹证明,各方在本终止协议页首所载日期签署本终止协议。
PARTY A:
Anhui Avi-Trip Technology
Co., Ltd
甲方:安徽航旅科技有限公司
/Authorized
Representative:
/s/ Ronghua Wang
_______________
法定代表人/授权代表
Title: Executive Director
职务:执行董事
PARTY B:
Jierun Consulting
Management (shenzhen) Co., Ltd.
乙方:杰润咨询管理(深圳)有限公司
/Authorized Representative:
/s/ Lizeng Fang
___________________
法定代表人/授权代表
Title: Executive Director
职务:执行董事
Exhibit D
TERMINATION AGREEMENT ON EQUITY
PLEDGE AGREEMENT
股权质押协议之终止协议
THIS
TERMINATION AGREEMENT ON EQUITY PLEDGE AGREEMENT (this “Termination Agreement”) is made and entered into as
of the 25
th
day of July, 2016, by and among Anhui Avi-Trip Technology Co., Ltd
(“
Pledgee
”), Jierun Consulting Management (shenzhen) Co., Ltd. (“
Party
B” or the
“
Company
”), and each of the shareholders of Party B listed on the signature pages hereto (each a
“Pledgor” and collectively, the “
Pledgors
”).The Pledge, Party B, and the Pledgors are each
referred to in this Termination Agreement as a “Party” and collectively as the “Parties.”Capitalized
terms used but not defined herein shall have the meanings set forth in that certain Equity Pledge Agreement (defined in the
Recitals below).
本《股权质押协议之终止协议》(“本终止协议”)由安徽航旅科技有限公司(“质权人”),杰润咨询管理(深圳)有限公司(“乙方”或“公司”)以及签字页所示乙方股东(各股东分别或统称为“出质人”)于2016年7月25日签订。本终止协议中的质权人、乙方和出质人分别称为“一方”,合称“各方”。本协议中使用但未定义的术语具有与相关股权质押协议(见以下陈述中的定义)中规定的含义。
RECITALS:
陈述
WHEREAS
,
reference is made to that certain Equity Pledge Agreement dated as of March 1, 2016 (the “Equity Pledge Agreement”),
by and among Parties;
鉴于
,各方在2016年3月1日签订了《股权质押协议》(“《股权质押协议》”);
WHEREAS
,
the Parties desire to terminate the Equity Pledge Agreement;
鉴于
,各方欲终止《股权质押协议》;
NOW
,
THEREFORE
,
in consideration of the foregoing recitals and the mutual agreements herein contained, the parties hereto agree as follows:
为此,基于前述考虑和各方合意,各方同意如下:
A. TERMINATION.
Subject to the approval of the board of directors of the ultimate parent company and shareholders of Pledgee, the Equity Pledge
Agreement shall be terminated in its entirety on August 29, 2016 and shall be of no further force or effect.
A. 终止。
以得到质权人终极母公司董事会和股东会通过为条件,《股权质押协议》自
2016
年
8
月
29
日起
终止,不再具有约束力和效力
。
B. RELEASE.
Each Party agrees to release and further indemnify the other Party from all past, present and future obligations or claims related
to the Equity Pledge Agreement. Each Party hereby waives any other future right that it otherwise may have under the Equity Pledge
Agreement.
B
.
免除
。各方同意免除另一方与《股权质押协议》相关的所有以前、现在和未来的义务或主张,并使其免遭损害。各方在此放弃其根据《股权质押协议》将来可能拥有的任何其他权利。
C. FURTHER ASSURANCES.
Each Party shall cooperate with, and take such action as may be reasonably requested by, the other Party in order to carry
out the provisions and purposes of this Termination Agreement.
C. 进一步保证
。各方将和另一方展开协作并采取另一方合理要求的措施,以便实现本终止协议的规定和目的。
D. HEADINGS
.
The headings in this Termination Agreement are for convenience of reference only and shall not constitute a part of this Termination
Agreement, nor shall they affect its meaning, construction or effect.
D. 标题。
本终止协议的标题仅为方便参考而设,不构成本终止协议的一部分,也不影响本终止协议的含义、解释或效力。
E.
GOVERNING
LAW
. This Termination Agreement shall be governed and construed under the laws of the People’s Republic of China, and
shall be binding on and shall inure to the benefit of the parties and their respective successors and permitted assigns.
E. 管辖法律
。本终止协议受中华人民共和国法律管辖并按其解释,且将约束各方及其各自的继承人和允许的受让人,并确保他们的利益。
F.
COUNTERPARTS
.
This Termination Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which
together shall constitute one instrument. A facsimile or other electronic transmission of this signed Termination Agreement shall
be legal and binding on all parties hereto.
F. 份数
。本终止协议将签署多份,每份均是原件,但共同构成一个文件。经签署的本终止协议的传真件或其他电子传输版本应具有法律效力并对各方具有约束力。
[Following are signature pages.]
[以下是签字页]
IN WITNESS WHEREOF, the parties hereto
have executed this Termination Agreement as of the date first set forth above.
兹证明,各方在本终止协议页首所载日期签署本终止协议。
PLEDGEE:
Anhui Avi-Trip Technology Co.,
Ltd
质权人:安徽航旅科技有限公司
/Authorized Representative:
/s/ Ronghua Wang
______
法定代表人/授权代表
Title: Executive Director
职务:执行董事
PARTY B:
Jierun Consulting
Management (shenzhen) Co., Ltd.
乙方:杰润咨询管理(深圳)有限公司
/Authorized Representative:
/s/ Lizeng Fang
_________
法定代表人/授权代表
Title: Executive Director
职务:执行董事
D-3