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Exhibit 10.3
EQUITY TRANSFER
AGREEMENT
This Equity
Transfer Agreement (the “Agreement”) is made on
February 3, 2009 by and between the following parties:
Transferor:
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Beijing PKU
Chinafront High Technology Co., Ltd.
(“PKU”)
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Address:
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Room
B717,E-Wing Center, No.113 Zhichun Road, Haidian, Beijing,
China
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Legal
Representative:
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Shudong
Xia
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Transferee:
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China
TransInfo Technology Group Co., Ltd.
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Address:
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Floor 16,
E-Wing Center, No.113 Zhichun Road, Haidian, Beijing,
China
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Legal
Representative:
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Shudong
Xia
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The above
parties shall be referred to individually as a “party”
and collectively as “both parties.”
WHEREAS , PKU is a company of limited liability
incorporated and duly existing under the law of the People's
Republic of China (“ PRC ”), in which Oriental
Intra-Asia Entertainment (China) Limited (“ Oriental
”) owns 97% equity interests. The Technology Development
Department of Beijing University owns the remaining 3% equity
interests in PKU.
WHEREAS, the Transferee is a newly formed PRC company
that is 100% owned by Shudong Xia, Chairman, CEO and President of
China TransInfo Technology Corp., a Nevada company (“
CTFO ”) and the beneficial owner of approximately 49%
of CTFO’s outstanding capital stock, Zhiping Zhang,
CTFO’s Vice President of Research and Development, Zhibin
Lai, CTFO’s Vice President and Wei Gao, a designee of SAIF
Partners III L.P., the 11% shareholder of CTFO. CTFO
indirectly wholly-owns Oriental.
WHEREAS, CTFO has determined that it is advisable and in
its best interest to restructure its subsidiaries and enter into a
series of commercial agreements with the Transferee to allow CTFO
to operate in these business segments (the “ Restructuring
Agreements ”).
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