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Exhibit 10.5
EQUITY TRANSFER AGREEMENT
SHENZHEN NEW MEDIA CONSULTING CO., LTD.
AND
ZHU YU TONG
October 10, 2006
EQUITY TRANSFER AGREEMENT
(English Translation)
EQUITY TRANSFER AGREEMENT, dated as of October 10, 2006, by and
between Shenzhen New Media Consulting Co., Ltd. ("Shenzhen New
Media"), a company incorporated in the People’s Republic of
China (the "PRC") and Zhu Yu Tong, an individual (the "Seller").
Shenzhen New Media and the Seller are referred to collectively
herein as the "Parties".
BACKGROUND
The Seller owns all the equity of Shenzhen Caina Brand
Consultant Company (the "Company"), which is a limited liability
company established and validly existing under the laws of PRC, and
has the necessary corporate power to sign the Agreement. Shenzhen
New Media desires to purchase, and the Seller desires to sell, all
the equity of the Company (the "Equity") in return for the
consideration specified in this Agreement on the terms and subject
to the conditions specified in this Agreement.
AGREEMENT
1. Equity Transfer
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1.1 On and subject to the terms and conditions of
this Agreement, Shenzhen New Media agrees to purchase from the
Seller, and the Seller agrees to sell to Shenzhen New Media, the
Equity of the Company for the consideration specified below in
Section 2.
1.2 Parties agree that from and after the Closing
Date (defined under Section 1.3 below), Shenzhen New Media will be
entitled to all legal rights derived from the Equity and
responsible for related legal obligations. All the legal rights and
obligations related to the Equity are determined by certain PRC
laws and regulations and the articles of incorporation of the
Company.
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2. Purchasing Price and Payment Method
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2.1 Parties agree that the purchase price of the
Equity is RMB 8 million (approximately US$1,024,328).
2.2 Shenzhen New Media shall pay to the Seller the
purchase price within thirty (30) business days following the
execution of this Agreement.
3. Conditions Precedent to Transfer
This Agreement shall become effective while all the terms and
conditions set forth below are satisfied
1 Each party has executed this Agreement;
2 The shareholder meeting of the Company has approved the
transfer of Equity.
4. Liability for Breach of Agreement
4.1 If any event described below occurs due to
either party, it shall be deemed as a breach of Agreement:
1 Violation of any obligations or representations defined in
this Agreement; or
2 Any misrepresentation or breach of warranties contained in
this Agreement (intentionally or unintentionally)
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