Equity Transfer Agreement - Jitian Property Company Limited

1.

Shenyang Jitian Property Company Limited (hereinafter called “Jitian”) is a legally established and continuing Wholly Owned Foreign Enterprise formed under the law of the People’s Republic of China in Shenyang, Liaoning, PRC. Jitian holds a Business Registration numbered <Qi Du Liao Shen Zong Zi 111604393:>. Jitian’s scope of business includes real estate development and leasing. The invested capital of Jitian is USD29 million. The registered capital of Jitian is USD20 million, among which USD1,399,970 has been paid. Party A legally holds 100% of equity interest in Jitian.

2.

On 20 ^th March, 2006, the Chessboard Mountain Tourism Development Board of the Shenyang City Planning and Land Resources Bureau signed a “National Land Transfer Contract” (No. 20060003) with Jitian. The Bureau approved Jitian to develop a residential project (including commercial development), with an area of 420,317 square meters on a

3.

Party A is a legal and continuing entity, a limited company, established under the law of Hong Kong Special Administrative Region of the People’s Republic of China.

4.

Party B is a legal and continuing entity, a shareholding company, established under the law of the People’s Republic of China.

5.

Party C is a legal and continuing entity, a limited liability company, established under the law of the Singapore Republic (hereinafter referred to as “Singapore”).

6.

As the shareholder of Jitian, Party A is transferring 50% equity interest of Jitian to each of Party B and Party C according to the terms of this agreement. Party B and Party C each agreed to acquire 50% equity interest of Jitian according to the terms of this agreement. After the transfer where Party B and Party C become the shareholder of Jitian, Jitian will become a “joint-venture company” described in this agreement.

7.

The Board of Directors of Jitian has agreed with a resolution to transfer 50% equity interest of Jitian to each of Party B and Party C.

8.

Upon signing of this agreement, Party B and Party C will sign a “Jitian Property Company Limited Joint-venture Contract” (hereinafter called “Joint-venture Contract”) and a “Jitian Property Company Limited Joint-venture Company Bylaw” (hereinafter called “Joint-venture Bylaw”) to change Jitian into a Sino-foreign Joint-venture Company (hereinafter called “Joint-venture Company”). The total investment capital will be increased to USD79 million and the registered capital will be increased to USD40 million to develop and operate the Galaxy Bay project together.

1.1

The Galaxy Bay Project: The residential development project (including commercial development), with a total area of 420,317 square meters, that Jitian owns in the Chessboard Mountain Tourism Development Zone of Shenyang.

1.2

Approval Bureau: The Bureaus in Shenyang which have the authority to approve this agreement, joint-venture agreement, joint-venture bylaw and to issue Joint-venture Approval Certificate.

1.3

Registration Bureau: The Company Administration Bureaus in Shenyang which have the authority to change the registration of Jitian into a Sino-foreign Joint-venture Company and to issue Joint-venture Business Certificate to Jitian.

1.4

Joint-venture Approval Certificate: The Foreign Investment Approval Certificate issued by Approval Bureau to Jitian which states the investment capital of USD79 million and registered capital of USD40 million invested by Party B and Party C as 50% shareholders of Jitian each.

1.5

Joint-venture Business Certificate: The Legal Representative Business Certificate issued to Jitian by registration bureau after the change in business registration according to the Joint-venture Approval Certificate which states the registered capital of the Sino-foreign Joint-venture Company, Jitian, as USD40 million.

1.6

Completion of equity transfer: when Jitian obtains the Joint-venture Business Certificate and the Joint-venture Approval Certificate after the changes of the Business Registration and the approval of this equity transfer agreement, the joint-venture contract and the joint-venture bylaw by the approval bureaus.

1.7

Completion date of equity transfer: the issuance date of the Joint-venture Business Certificate.

1.8

Transition period: the period between the signing day of this agreement to the completion day of the company transfer.

1.9

Completion day of the company transfer: the day when the equity transfer is completed, and Party A, Party B and Party C completed the company transfer procedure mentioned in Clause 8.2 of this agreement and signed the Company Transfer Acknowledgement.

1.10

Related company: the company directly or indirectly controlled by any of the parties in this agreement, or the company directly or indirectly controlling any of the parties in this agreement, or the company controlling with any other company any of the parties in this agreement.

1.11

Force Majeure: any unforeseeable, unavoidable, or uncontrollable objective condition by all parties in this agreement, including but not limited to earthquake, typhoon, flood, fire, war, tempest, strike or murrain etc.

2.1

Party A agreed to transfer 100% equity interest of Jitian with a value to Party B and Party C according the terms of this agreement. Party B and Party C agreed to acquire 50% equity interest of Jitian respectively according to the terms of this agreement.

2.2

Three Parties agreed that the total transfer price of Jitian to be USD1,399,970. Party B and Party C each acquire 50% equity interest of Jitian, hence, each pays a transfer price of USD699,985 to Party A.

2.3

The transfer of equity interest of Jitian by Party A has been legally authorized and approved. The acquisition of equity interest of Jitian by Party B and Party C has been legally authorized and approved.

2.4

Upon the transfer of equity interest of Jitian under Clause 2.1 of this agreement, Party B and Party C increase the investment capital of Jitian from USD29 million to USD79 million, and increase the registered capital of Jitian from USD20 million to USD40 million. Within both amount, Party B and Party C shall pay the increased portion of the registered capital of USD20 million. While Party A has invested a registered capital of USD1,399,970 for Jitian, Party B and Party C shall invest another USD19,300,015 as the registered capital of Jitian after the completion of the equity transfer.

2.5

After the completion of the equity transfer, Jitian shall become a Sino-foreign joint-venture company according to law.

3.1

As the only shareholder of Jitian, Party A declares, promises and guarantees Party B and Party C the followings:

3.1.1

Jitian is a a legal and continuing limited liability company established under the law of PRC.

3.1.2

The Galaxy Bay Project is the only project developing by Jitian at present.

3.1.3

All financial statements of Jitian are in accordance with the laws and regulations of PRC and are real, complete and accurate.

3.1.4

All registered capital paid by Party A to Jitian has been approved and valuated. There is no illegal appropriation and withdrawal of capital. All funds in the registered capital have been used reasonably in daily operation of the company and in expenses related to the Galaxy Bay Project.

3.1.5

Jitian has paid all taxes related to the daily operation of the business and the development of the Galaxy Bay Project, including but not limited to revenue tax and related additional tax, company income tax, personal income tax, etc. Jitian has also paid in full, if any, fees and penalties arising from any breaches of laws and regulations imposed by relative government departments and regulatory bureaus.

3.1.6

Jitian has complete and thorough ownership of all assets recorded on its financial statement. Apart from mortgaging the title deed of the land of the Galaxy Bay Project for the loan obtained from the Zhongshan Branch of the Shenyang City Commercial Bank of RMB550,000,000, there is no third party ownership, part ownership, appropriation, mortgage right, security right, reserve right, any form of guarantee, or confiscation, freezing, seizure imposed by any regulatory disciplines on all other assets owned by Jitian.

3.1.7

Since the establishment of Jitian, there has not been any lawsuit, arbitration, court order, administrative punishment. In addition, there is no dispute, dissension, illegal practice, breach of contract and there is no criminal offense, civil offense nor administrative liability.

3.1.8

Jitian has obtained all approvals, certificates and any other permits necessary for the scope of business. All approvals, certificates and permits obtained are real, legal and valid during the signing of this agreement. There is no reasons and conditions in which the legality of all these documents will be affected. Jitian will not loses any benefits granted by the government due to any transaction terms of this agreement.

3.1.9

Since the day of establishment, Jitian has never been involved in any illegal operation and has never been punished by any administrative and judicatory bureaus. Party A guarantees that Jitian will not be involved in any illegal operation from the signing day of this agreement until the completion of the company transfer, otherwise, Party A shall be responsible for any liability caused.

3.1.10

Until the signing date of this agreement, Jitian has never and will not call, approve nor propose any meeting for closure or liquidation. Jitian has never and will not submit any written application for closure or liquidation, nor has Jitian received any notice of closure or liquidation from any administrative and judicatory bureau. Jitian has never stopped or halted repaying any debt, nor has Jitian lost ability to repay any debt. Before the completion of the company transfer, Party A shall ensure Jitian will maintain relationships with customers,

contractors, suppliers and distributors according to normal practice in the industry and normal business practice (except those practices not accepted by Party B and Party C expressed in a written format).

3.1.11

If any violation of the declarations, promises and guarantees listed in Clause 3.1 occurs, or any condition causing them to be unreal and wrong, Party A guarantees to correct the situation at its best effort. At the same time, Party A shall notify Party B and Party C in writing when this situation occurs. Such notice does not affect the right of Party b and Party C to claim for losses from Party A.

3.2

As the transferor of equity interest of Jitian, Party A declares, promises and guarantees Party B and Party C the following:

3.2.1

Party A possesses complete behavioral ability to sign and perform this agreement.

3.2.2

Party A owns legally and completely 100% equity interest of Jitian and has the right to transfer any part of the equity interest. Such equity interest is not controlled nor limited by any third party interest and priority interest.

3.2.3

From the signing date of this agreement until the completion of the equity transfer, Party A shall not provide any guarantee or security in any form with all or part of the equity interest of Jitian. Party A shall not transfer all or part of the equity interest to a third party nor to authorize any third party to exert any right as a shareholder.

3.2.4

Party A has obtained all necessary approval to sign and perform this agreement. The authorized representative signing on behalf of Party A on this agreement has obtained a complete, mandatory and valid authorization.

3.2.5

The signing and performing of this agreement by Party A are not against any law and regulation, arbitration, court judgment or administrative order, nor are they in breach of any agreements or promises.

3.2.6

Party A has provided and will provide to Party B, Party C and any authorized agent all documents, information, presentations and statements related to Jitian and the Galaxy Bay Project. All material provided are real, accurate and complete. There are no falsity, misrepresentation and omission.

3.2.7

Party A has not signed any equity transfer agreement or related agreement on Jitian with any third party.

3.2.8

Until the signing date of this agreement, Party A has not authorized any third party any authorization rights or agency rights which may affect Party A in performing this agreement.

3.3

As the transferee of the equity interest of Jitian, Party B and/or Party C declares, promises and guarantees to Party A as follows:

3.3.1

Both parties possess complete behavioral ability to sign and perform this agreement.

3.3.2

Both part