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TOP INTEREST INTERNATIONAL LIMITED.
AND
SHENZHEN DINGYI INVESTMENT CONSULTING COMPANY
CO., LTD
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Agreement on Transfer of Shares of SHENZHEN XIN
KAI YUAN INFO CONSULT CO.,LTD.
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SEPTEMBER 22, 2008
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Party A: TOP INTEREST INTERNATIONAL
LIMITED.
Registration Number:
535643
Registration address: 16
th FL, Office Tower, Convention Plaza, 1 Harbour
Rd, Hong Kong
(Here in after the
"Transferor")
Party B: SHENZHEN DINGYI INVESTMENT
CONSULTING COMPANY CO., LTD
Registration Number:
440301103034433
Registered address: Room A01-2,
15 th
FL, An Lian Tower, 4018 Jin Tian Rd,
Shenzhen, China
(Here in after the
"Transferee")
WHEREAS:
1. SHENZHEN XIN
KAI YUAN INFO CONSULT CO., LTD (hereinafter "Xin Kai Yuan") is
an information search platform that is engaged in the business
of providing information search engine, online web application and
image designing service. It is legally established on February
24 th
, 2004 and validly existing
under Chinese laws. Its registered capital is RMB $1,000,000. The
transferor Top Interest International Limited owns 70% of Xin Kai
Yuan’s total equity interest; Lian Haibin owns 20% of Xin Kai
Yuan’s total equity interest; Liu Yi Ming owns 10% of its
total equity interest.
2. The Transferee
is a legal entity legally established and validly existing
under the laws of PRC. It desires to accept all shares of Xin Kai
Yuan held by the Transferor.
In consideration
of the foregoing share transfer, the parties hereby agree as
follows through friendly consultation in accordance with relevant
laws and regulations and in the spirit of mutual benefit,
honesty and good faith:
I. Share Transfer
1. The Transferor
agrees to transfer all of its shares of Xin Kai Yuan to
the Transferee on the Transfer Effective Date (as defined
hereinafter) provided under Article III of this Agreement
according to terms and conditions of this Agreement. The
Transferee agrees to accept such shares according to terms and
conditions of this Agreement (hereinafter "Share Transfer
Agreement").
2. Unless
otherwise provided under this Agreement, the Transferee
shall become the legal owner of the shares contemplated to be
transferred under this Agreement and have all rights and
obligations in respect of Share Transfer (such rights
including all rights, interests and duties in respect of
its contribution), and the Transferor shall not have any
right, obligation or responsibility in respect of Share
Transfer, as of the Transfer Effective Date provided under
Article III of this Agreement.
3. The parties
hereto agree to effect all procedures in respect of
Share Transfer according to the terms and time provided under
this Agreement, including without limitation securing approval
documents for Share Transfer/acceptance according to the laws
of their respective incorporation place.
4. The Transferor
shall transfer to the Transferee any and all materials held by
the Transferor necessary for appropriate exercise of shareholder
rights by the Transferee as of the Share Transfer Effective
Date of this Agreement, including without limitation board
resolutions and minutes of Xin Kai Yuan, all seals of Xin Kai
Yuan (including without limitation corporate seal, finance
seal and contract seal), approval documents of Xin Kai Yuan,
approval documents from PRC governmental authorities, business
license (originals and copies), certificates, checkbooks,
materials relating to bank account and changes
Thereto property title documents and
approvals.
II. Share Transfer Price and Payment
1. The parties
hereto agree that the price of Share Transfer is RMB $1.00
(hereinafter "Share Transfer Price") and the transferee agrees to
take all the obligations and debt of Xin Kai Yuan in respect of the
ownership of equity interest as of the Share Transfer
Effective date.
2. The parties
hereto agree that the Transferee shall pay to the Transferor RMB
$1.00 by cash upon the Share Transfer Effective date. If Share
Transfer fails to be effective within 90 days after execution
of this Agreement by reasons other than those on the part of
the Transferee after the Transferee effected the payment to the
Transferor, the Transferor shall refund to the Transferee full
amount of the payment at the earlier of: (1) within
five working days after the Transferor is expressly informed
that Share Transfer fails to be effective as scheduled, or (2)
90 days after execution of this Agreement.
III. Effective Date of this Agreement and of
Share Transfer
1. This Agreement
shall be effective upon execution by the parties hereto or
their respective authorized representatives and affixture of
seals.
2. Share Transfer
contemplated under this Agreement shall be effective
upon realization of all conditions precedent set out below,
and the date of realization shall be Share Transfer Effective
Date:
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(1) This
Agreement is legally executed by the parties hereto or
their respective authorized representatives;
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(2) This
Agreement and the Share Transfer contemplated hereunder
are approved for transfer/acceptance by the respective
authorities of Transferor and Transferee;
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(3) This
Agreement and the Share Transfer contemplated hereunder
are approved by the original approval authority,
all the filing and registration process with the Chinese
Administration of Industry and Commerce have been completed in
accordance with the relevant PRC rules and regulations, and
approval documents by are secured;
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(4) Other
legal documents required for the Share Transfer have been
appropriately secured and relating procedures or formalities
have been validly effected.
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3. The parties
hereto shall, in good faith, complete any activities necessary
for effecting the Share Transfer prov
