Each of the undersigned purchasers (the “Purchasers” ) and Sha Li, a Singapore resident
( “Seller” ), hereby enter into this term sheet ( “Term Sheet” ) as of 27 October 2009.
Sha Li, a Singapore resident , owns 100% equity interests of ReiZii
Capital Management Ltd, a British Virgin Islands corporation (the
“Company”), and is the sole shareholder of the Company.
Chen Xian Ying, Li Jian Ping, Li Tao, Ma Jun, Pu Wei, Wang Wei,
Wu Li, Xi Peng Guo, Zhang Peng, Zhang Wei, Zhang Xiao Bin and
Zhang Yu Fan who are all PRC residents ( each a “Purchaser” ,
collectively referred to herein as the “ Purchasers ”).
The Seller and the Purchasers are also referred to herein together as
the “ Parties ” and individually as a “ Party .”
All the ordinary shares including the shares issued to Sha Li as a
result of the Reorganization (as defined below) of the
Company directly or indirectly owned by Sha Li, par value $0.001
per share of the Company (the “ Seller’s Shares”), subject to the
Conditions (as defined below) required to be met.
Reorganization: Within two months as of the date of this Term Sheet,
any merger, reorganization, restructuring, reverse stock split,
consolidation in which the Company is involved, or sale of all or
substantially all of the Company or the Company's assets or any
similar transaction or related transactions, including but not limited to
the new issuance of the ordinary shares of the Company.
means Conditions 1 through 4, as defined below, in the aggregate
“ Condition 1 ” means: the entry by each of the Purchasers and th
PRC subsidiary of the Company (hereinafter referred to as the
“WFOE”) into a binding employment agreement for a term of no
less than five years for Purchasers to serve for WOFE. PRC hereto
means the People’s Republic of China excluding Hong Kong, Macau