English Translation of Equity Transfer Agreement

Exhibit 10.1

English Translation of

Equity Transfer Agreement

Transferor :Unisplendour Corporation Limited

Transferee: Shudong Xia

Signed on: September 8,2009

Signed at: Haidian District, Beijing

Equity Transfer Agreement

Transferor :Unisplendour Corporation Limited

Legal Representative: Jinhong Xu

Domicile: Ziguang Building, East Gate of Tsinghua University, Haidian District, Beijing

Transferee: Shudong Xia

ID No: 422125197210205616

Domicile: Room 717, E-wing Centre No.113 Zhichunlu, Haidian District, Beijing

WHEREAS:

1. Beijing UNISITS Technology Co. Ltd. is a  corporation that lawfully exists(“the Target Company”), and  is planning to pursue public listing. The Target Company’s shareholders and their ownership information on or before the execution date of this Agreement are listed as below:

1.      The Transferor is a joint stock company that was established legally on and has been validly existing since March 18 ^th , 1999.  The registration certificate number is :1100001027456 ；

2.      The Transferee is a natural person whose ID No. is 422125197210205616 ；

3.      The Transferor desires to transfers its legally held 18.50 million shares of the Target Company, the Transferee desires to acquire the 18.50 million shares and thereby become the largest shareholder of the Target Company to promote the Target Company’ s listing process.

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The Target Company’s shareholders and their ownership information after the equity transfer referred herein are listed as below: Target

According to “Contract Law of the People's Republic of China”and related laws and regulations, and through amicably negotiations, the parties of this Agreement have reached agreement on the transfer of Beijing UNISITS Technology Co. Ltd.’s 18.50 million shares from the Transferor to the Transferee,   and enter into this equity transfer agreement (this “Agreement”) as below:

ARTICLE ONE - DEFINITION

1.      The following words and expressions are construed as bellows during the Agreement notwithstanding any reference or supplementary hereto:

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2.      Any laws, rules and/or regulations herein shall include any currently effective laws, rules and/or regulations, and  any and all amendments, supplements or reenactments hereof from time to time.

3.      The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.  

4.      All the date, month, year referred hereof, the commencement day shall commence from the next day.  If the last day of any term herein is not a working day, then the term shall cease on the next working day. “Within” hereof includes the day, “prior to the day” hereof does not include the day. “Either party” herein referred refers to the Transferor or the Transferee, “both parties” or “the parties” herein referred refers to both the Transferor and the Transferee.

ARTICLE TWO - TARGET SHARES

1. The target share refers to the 18.50 million shares legally held by the transferor after completing the Target Company’ s distribution of dividends for the first half of 2009;

2. Subject to the terms and conditions herein, the Transferor agrees to transfer the 18.50 million shares of the Target Company to the Transferee, and the Transferee agrees to purchase the 18.50 million shares of the Target Company held by the Transferor.  

ARTICLE THREE - THE EQUITY TRANSFER PRICE AND PAYMENT

1.      The equity transfer price

As a result of both parties’ negotiation, the transfer price of the target share is 44.40 million Yuan (FORTY FOUR MILLION FOUR HUNDRED THOUSAND YUAN ONLY).  

2.      Payment of the equity transfer Price

(1) Within five days after the Agreement become effective, the Transferee shall make one time payment which equals to 50% of the equity transfer price from its designated bank account to the Transferor’s designated bank account , the basic of information of the Transferor’s designated bank is referred in Article Three Clause 3,  

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(2) Within 45 working days after the change of the registration of the target shares, the Transferee shall make one time payment of the rest 50% of the equity transfer price from its designated bank account to the Transferor’s designated bank account,  

(3) The Transferor shall issue a legally binding receipt to the transferee within three days after the receipt of Transferee’s each payment.  

3.       The basic information of the Transferor’s designated bank account:

Bank of Deposit: China Merchants Bank Zhongguancun Branch

Account Name: Unisplendour Corporation Limited

Banking Account Number: 860385181510001

ARTICLE FOUR - PRECONDITIONS AND THE EFFECTIVE DATE

1.     The Agreement will become effective if all preconditions listed below are fulfilled:

1.1.  The Agreement is signed by both parties;

1.2.  The board of directors of the Transferor has adopted board resolution to approve the transfer of the target shares;  

2.      The Agreement will come into effective only if the preconditions set forth in Article 4.1 herein are fulfilled, and such effectiveness will commence on the date when the last precondition is fulfilled.

ARTICLE FIVE - THE TRANSITION AND THE TRANSITION PERIOD

1.     Both parties further agree:

Transfer of the Target Company’ s shareholders’ rights and obligations. Upon the effectiveness of the Agreement and the receipt of the Transferee’s first payment, such equity transfer shall be recorded into Target Company’ s shareholder list.  Except for the Transferor’s obligations during the transitional period as set forth in this Agreement, the Transferor shall transfer all the shareholder’s rights, obligations as well as responsibilities in connection with the target shares to the Transferee upon the Agreement comes into force and the Transferee has paid the first half of the equity transfer price.  The Transferor shall assist the Transferee in carrying out such rights, obligations, and responsibilities.

The abovementioned rights and obligations include, but not limited to, attending the Target Company's shareholders meeting, exercising shareholder voting rights, the nomination and appointment of directors based on the target shares, participating in the Target Company’s profit distribution/conversion or addition to the share capital/replenishment or participating in the distribution of surplus assets, or any other rights in compliance with the laws, regulations and the Target Company charter and obligations in connection with the target shares;

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2.     The period between the effectiveness of the Agreement and the payment of the first half of equity transfer price and the closing date  is the transition period;  

3.     Upon the completion of the equity transfer, as given that such transaction is completed within the transition period, the Transferee shall take rights, obligations and responsibility as the Target Company’ s largest shareholder in compliance with the “Contract Law of the People's Republic of China” and the Target Company’s charter;  

4.     During the transition period, given that the actual share transaction is yet to be completed, the Transferor shall provide necessary assistance and cooperation to the Transferee in exercising its rights and fullfiling its obligations as the shareholder, including providing related stamps, documents and other necessary convenience.  

ARTICLE SIX – REGISTRATION WITH ADMINISTRATION OF INDUSTRY AND COMMERCE AND EQUITY TRANSFER

1.    The Transferor and Transferee shall cooperate to complete the documentation preparation for the registration with Administrative of Industry and Commerce within 10 days after the Agreement comes into force and the Transferee makes the first payment, such documentation includes, but not limited to, holding a shareholders meeting of the Target Company for the transfer of the target shares, modifying and executing the Target Company charter, electing new board of directors and board of supervisors. Both parties agreed that that the amended charter of the Target Company provide that the board of directors shall consist of five members and two of which shall be recommended by the Transferee.

2.     The closing date will be the date on which the Target Company receives the amended registration documents from the Administration of Industry and Commerce in which the transferee is recorded as its shareholder.  This is the date  when the change of registration with the Administration of Industry and Commerce is completed;   

3.     The closing date also signifies the completion of the works below:  

a)     The Transferor shall delivery all documents about the change of registration with the Administration of Industry and Commerce to the Transferee;

b)     after the transition period, the Transferee will become the Target Company’s  shareholder as registered wit the Administration of Industry and Commerce, thereafter the Transferor ceases to have the obligation and responsibility to provide necessary assistance and cooperation to the Transferee in exercising its rights and fulfilling its obligations as a shareholder.

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ARTICLE SEVEN - TAXES

Both parties shall bear the taxes related to the  registration with the Administration of Industyr and Commerce in accordance with laws, regulations, or rules of relevant authorities.  In case such taxes are not clearly stipulated by the relevant laws, regulations, or rules of authorities, each party shall bear 50% of such  relevant expenses incurred.  

ARTICLE EIGHT - PROFIT AND LOSS DURING TRANSITION PERIOD

Both parties agree that the Transferee shall bear all the profits and losses of the target company during the transition period;  

ARTICLE NINE – REPRESENTATIONS AND WARRANTIES OF THE TRANSFEROR

The Transferor hereby makes th