Exhibit 10.3
(ENGLISH TRANSLATION)
Shenzhen International Hi-tech Property
Exchange
Equity Transfer Testimony
Shenzhen China
Equity Transfer
Agreement
Transferor: Mingchun Zhou
(hereinafter referred to as Party A)
Address: Talent Marketing Building, North Bao'an Road, Luohu
District, Shenzhen City, Guangdong Province
ID No.: 320104197008135610
Transferor: Weibing Wang
(hereinafter referred to as Party B)
Address: Xinghai Mingcheng, Nanshan District, Shenzhen City,
Guangdong Province
ID No.: 310104196911055610
Transferor: Shengrong Dong
(hereinafter referred to as Party C)
Address: Room 404, Building 65, Yitian Village, Futian District,
Shenzhen City, Guangdong Province
ID No.: 440223197608020317
Transferor: Yagang Lu
(hereinafter referred to as Party D)
Address: Room 702, Building 1, Wendefu Garden, Houhai, Shekou,
Shenzhen City, Guangdong Province
ID No.: 210105196805304014
Transferee: United Digital Home
H.K. Group Company Limited (hereinafter referred to as Party E)
Address: Room 1613, 16/F, Dayou Building, No.181, Zhuangshidun
Street, Wanzai, Hongkong
Registration No.: 38735738-12-07-A
Shenzhen Skyrise Technology Co.,
Ltd. (hereinafter referred to as joint venture), was established in
Shenzhen in May 27, 2003. Its registered capital is RMB 8,000,000
yuan, among which Party A takes up 85.43% of the equity, Party B
takes up 5.59%, Party C takes up 3.99%, and Party D 4.99% . Party
A, B, C, D agree to transfer 100% of their equity of the joint
venture to Party E, and Party E accepts the transfer. Hereby Party
A, B, C, D, E come to an agreement on the transfer of equity based
on The Company Law of People's Republic of China and The Contract
Law of People's Republic of China as following:
1.
The price of transferred equity and
the payment terms:
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1.1.
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Party A takes up 85.43% of the
stock equity. It should contribute RMB 6,834,400 yuan according to
the contract of the original joint venture and the actual capital
contribution of Party A is RMB 6,834,400 yuan. Now Party A
transfers its 85.43% of the stock equity to Party E at a price of
RMB 3,417,200 yuan.
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1.2.
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Party B takes up 5.59% of the
stock equity. It should contribute RMB 447,200 yuan according to
the contract of the original joint venture and the actual capital
contribution of Party B is RMB 447,200 yuan. Now Party B transfers
its 5.59% of the stock equity to Party E at a price of RMB 223,600
yuan.
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1.3.
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Party C takes up 3.99% of the
stock equity. It should contribute RMB 319,200 yuan according to
the contract of the original joint venture and the actual capital
contribution of Party C is RMB 319,200 yuan. Now Party C transfers
its 3.99% of the stock equity to Party E at a price of RMB 159,960
yuan.
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1.4.
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Party D takes up 4.99% of the
stock equity. It should contribute RMB 399,200 yuan according to
the contract of the original joint venture and the actual capital
contribution of Party D is RMB 399,200 yuan. Now Party D transfers
its 3.99% of the stock equity to Party E at a price of RMB 199,600
yuan.
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1.5.
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Party E should pay Party A, B, C,
D in full for the equity in cash or through account transfer based
on the above provisions of currency and amount within 15 days since
the date when the agreement comes into effect.
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2.
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Party A, B, C, D guarantee that
they have absolute right to dispose the equity, that there is no
pledge or sequestration of stock rights, and that the equity will
not be recoursed by a third party. Or else Party A, B, C, D should
bear all the economic and legal responsibilities contemplated by
this agreement.
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3.
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Provisions related to the
profi
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