Exhibit
2.2
SHARE TRANSFER AGREEMENT
This agreement
is reviewed and agreed by following parties
Party A: Cheng
Weihong (legal person)
Party B: Xia
Qiming
Party C: Qian
Yuxi
Party D: Ever
Auspicious International Limited
Tianjin
Shisheng Investment Group Limited is the company with limited
responsibilities invested by Cheng Weihong, Xia Qiming and Qian
Yuxi, herein as Party A, B and C
Ever Auspicious
International Limited, herein as Party D, is duly organized and
registered in compliance with <Company Law> of Hong
Kong
On the stated
premises and for and in consideration of the mutual covenants and
agreements hereinafter set forth and the mutual benefits to the
parties to be derived here from, and intending to be legally bound
hereby, it is hereby agreed as follows Purpose of
transfer
|
(1.1)
|
Party A, Cheng
Weihong, legal person of Shisheng Group, Address: 19-302 Zijin
Beili, Huanhu Zhong Road, Hexi Zone, Tianjin
|
|
(1.2)
|
Party B: Xia
Qiming, address: 2-2-301, Yayouli, Yingshui Road, Nankai Disc,
Tianjin
|
|
(1.3)
|
Party C: Qian
Yuxi, address: 3-6-301, Tianjiao Garden, Ma Chang Road, Hexi Disc.
Tianjin
|
|
(1.4)
|
Party D: Ever
Auspicious International Limited
|
Legal domicile:
Room 4, 25/F, Block E, Garden Vista, No. 15-17 On King Street,
Shatin
Legal person:
Choi Chun Leung, Robert
|
|
2.
|
Execution time
and location
|
Execution time:
November1, 2007, executed in Tianjin
(3.1) Party A,
B and C agreed to transfer all their holding, which representing
100% interests in Tianjin Shisheng Group to Party D
Party A, as the
legal shareholder of the Company, Party A agreed to transfer her
40% holding in the Company at the price of RMB38M and Party D
agreed to accept this transfer.
Party B, as the
legal shareholder of the Company, Party B agreed to transfer his
36% holding in the Company at the price of RMB34.2M and Party D
agreed to accept this transfer.
Party C, as the
legal shareholder of the Company, Party C agreed to transfer his
24% holding in the Company at the price of RMB22.8M and Party D
agreed to accept this transfer.
|
|
4.
|
Shareholders
meeting by Tianjin Shisheng Investment Group Limited and by Ever
Auspicious International Limited had approved the
transfer
|
|
|
5.
|
Tianjin
Shisheng Investment Group Limited has achieved the resolution that
all original shareholders forgo the concessioner
priority
|
|
|
6.
|
All parties
understand their rights and responsibilities in the transfer and
agreed to proceed this transfer legally and effectively
|
(3.2) All
parties agreed the acquisition price is base on the paid-in capital
of Shisheng Group dated November 1, 2007
(3.3) All
parties agreed that the acquisition price is RMB
95,000,000
(3.4) Party A,
B and C warrant and represent that The
