Equity Disposition Agreement
 this Agreement the Parties
 
 
 
 
 Whereas:
 1.
    
    Party A is a legally and validly incorporated and existing wholly-owned foreign investment
company in the Peoples Republic of China (hereinafter PRC or China).2.
    
    Party D is a limited liability company incorporated and registered in PRC.
 3.
    
    Party B and Party C (hereinafter collectively as the Grantors) are the shareholders of
Party D.
 4.
    
    Party A respectively concludes and executes a Equity Pledge Agreement with Party B and
Party C, under which, Party B and Party C agree to provide the pledge to secure the rights and
interests of Party A under the Loan Agreement, Exclusive Consultation and Service Agreement
and Business Operation Agreement concluded by Party A with the Parties. To insure the
safety of the pledge right and considering the technical supports provided by Party A to Party
D as well as the good cooperation relationships developed among the Parties, the Parties
herein reach the following agreements:
 1.
    
    Grant of Option1.1
    
    Grant




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1.2
    
    Term
  2.
    
    Exercising the Option and Closing2.1
    
    Time for Exercising the Option
 2.1.1
    
    The Grantors agree that, Party A can exercise part of or all the option under this Agreement
at any time after this Agreement is signed and comes into effect, subject to the PRC laws.
 2.1.2
    
    The Grantors agree that, there is no limitation on the frequency of Party As exercising of
option, unless Party A has purchased and held all the equity interests of Party D.
 2.1.3
    
    The Grantors agree that, Party A may designate a third party as its representative to
exercise the option provided Party A has notified the Grantors of such third party in writing
when exercising the option.
 2.2
    
    Consideration for Exercising the Option
  2.3
    
    Assignment
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2.4
    
    Notice for Exercising the Option
  2.4.1
    
    The effective closing date (hereinafter Closing Date) related to the equity interests
after exercising the option;
 2.4.2
    
    The name of the person who shall be registered as the holder of the equity interests after
exercising the option;2.4.3
    
    The quantity and proportion of the equity interests purchased from the Grantors;2.4.4
    
    Consideration for exercising the option and the payment method;
 2.4.5
    
    Power of attorney (if Party A designates a third party to exercise the option on its
behalf).
  2.5
    
    Equity Transfer
  (1)
    
    The Grantors shall procure Party D to promptly hold a shareholders meeting to adopt a
resolution on approving the Grantors to transfer the equity to Party A and/or the third party
designated by Party A;
 (2)
    
    The Grantors and Party D ( or for the designated third party if applicable) shall sign an
equity transfer agreement which shall be substantially consistent with the template attached
as Annex 1 hereto;
 (3)
    
    Party B, Party C and Party D shall sign all other necessary contracts, agreements or
documents, shall obtain all necessary governmental approvals and consents and shall take all
necessary actions, for effectively transferring the equity, free of any encumbrances, to Party
A and/or its designated third party. Party B, Party C and Party D shall ensure Party A
and/or its designated third party to be registered as the owner of the transferred equity with
the administration for industry and commerce, and shall submit to Party A and/or its
designated third party all the latest business license, articles of association, approval (if
applicable) and other relevant documents issued or registered by the PRC competent
authorities, which shall reflect the alterations of Party Ds equity, directors, legal
representative and other altered items.
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3.
    
    Representation and Warranty3.1
    
    The Grantors represent and warrant as follows:
 3.1.1
    
    They have complete rights and authorizations to sign and perform this Agreement.3.1.2
    
    Their performance of this Agreement and performance of any obligations under this Agreement
do not go against any laws, regulations and other agreements binding on them, and do not need
the governments approval or authorization.
 3.1.3
    
    There is no any pending or existing litigation, arbitration or other judicial or
administrative proceeding which may have substantial impact on the performance of this
Agreement.3.1.4
    
    They have already disclosed any event which may have adverse impact on the performance of
this Agreement to Party A.3.1.5
    
    They are not declared bankruptcy and have a sound and stable financial status.3.1.6
    
    There is no pledge, security, debt and other encumbrance set on Party Ds equity held by
them, and such equity is free from third partys claim.3.1.7
    
    Except the Equity Pledge Agreement signed between the Grantors and Party A, there is no
pledge, debt and other encumbrance set on Party Ds equity held by them. In addition, they
will not dispose the equity by transferring, donating, pledging it (or by other means) to the
party other than Party A or its designated third party.3.1.8
    
    The option granted to Party A is exclusive and the Grantors shall not grant such option or
the similar right to the party other than Party A or its designated third party by any means.3.1.9
    
    During the effective term of this Agreement, Party Ds business operation shall conform to
the laws and regulations as well as other administrative rules and guidelines enacted by the
competent governmental departments, and shall not violate any of the said rules which may
result in a material adverse impact on the Companys business operation or assets.3.1.10
    
    They shall maintain Party Ds existence based on the sound financial system, commercial
operation standard and common practices. They shall deliberately and efficiently operate its
business and conduct its transactions, shall ensure Party D keeping its license, permit and
approval necessary for its business operation and shall ensure such license, permit and
approval not to be canceled, revoked or invalidated.3.1.11
    
    Upon Party As requirement, they shall provide Party A all the documents related to Party
Ds business operation and financial status.
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3.1.12
    
    Before Party A (or its designated third party) exercises the option and obtains all the
equity or the rights and interests of Party D, Party D shall not conduct the
following activities unless obtaining Party As written consent (or the written consent
from its designated third party):
 (a)
    
    Sell, transfer, pledge and dispose of by any other means, any of
its assets, business or income, or permit any encumbrance set thereon (except what
occurs during the normal or daily operation or what has been already disclosed to
Party A and approved by Party A in writing beforehand).
 (b)
    
    Conduct the transactions which will materially have adverse impact on its
assets, liabilities, operation, equity and other legal rights (except the transaction
which occurs during the normal or daily operation or which has already been disclosed
to Party A and approved by Party A in writing beforehand).(c)
    
    Distribute the dividend and capital bonus to its shareholders by any means.
 (d)
    
    Bear, inherit, provide guarantee to, permit the existence of any debt,
excluding (i) the debt generated during the normal or daily operation other than from
the borrowing; or (ii) the debt which has already been disclosed to Party A and
approved by Party A in writing beforehand).
 (e)
    
    Sign any major contract, excluding the contract concluded during the normal
or daily operation (for the purpose herein, the contract shall been deemed as major
contract if its contract value exceeds RMB 100,000).
 (f)
    
    Increase or decrease Party Ds registered capital or change the share
structure by adopting shareholders resolution.(g)
    
    Supplement, modify or amend Party Ds articles of association in any form.
 (h)
    
    Merge or in alliance with any person, or buy out any person or invest in any
person.
 3.1.13
    
    Before Party A (or its designated third party) exercises the option and obtains all the
equity or the assets of Party D, Party B and Party C shall not individually or jointly conduct
the following activities unless obtaining Party As written consent (or the written consent
from its designated third party):
 (a)
    
    Supplement, modify or amend Party Ds articles of association in any form,
which will materially have adverse impact on Party Ds assets, liabilities,
operations, equity and other legal rights (excluding increasing the registered
capital at the same share proportion according to the legal requirements), or which may
affect the effective performance of this Agreement as well as other agreements signed
among Party A, Party B, Party C and Party D.
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(b)
    
    Procure Party D to conduct the transactions which will materially have
adverse impact on Party Ds assets, liabilities, operation, equity and other legal
rights (except the transaction which occurs during the normal or daily operation or
which has already been disclosed to Party A and approved by Party A in writing
beforehand).
 (c)
    
    Procure Party Ds shareholders meeting to adopt a resolution to distribute
the dividend and capital bonus.
 (d)
    
    Sell, transfer, mortgage and dispose of by any other means, any of the legal
rights and interest of Party Ds equity, or permit any encumbrance set thereon at any
time as of the effectiveness date of this Agreement.
 (e)
    
    Procure Party Ds shareholders meeting to approve the selling, transfer,
mortgage and disposal by any other means of any of the legal rights and interest of
Party Ds equity, or to permit any encumbrance set thereon.
 (f)
    
    Procure Party Ds shareholders meeting to approve Party Ds merge or
alliance with any person, or Party Ds buyout of any person or Party Ds investment in
any person, or Party Ds reorganization in any other forms.(g)
    
    Close its business of its own accord, liquidate or dissolve Party D
 3.1.14
    
    Before Party A (or its designated third party) exercises the option and obtains all the
equity or the assets of Party D, Party B and Party C covenant that:
 (a)
    
    They will immediately inform Party A of any (or potential) litigation,
arbitration or administrative proceeding involving the equity held by them, or any
situation which may has adverse impact on such equity.
 (b)
    
    Procure Party Ds shareholders meeting to review and approve the equity
transfer mentioned in this Agreement, procure Party D to amend its articles of
association to reflect the equity is transferred from Party B and Party C to Party A
and/or its designated third party and other alteration items mentioned in this
Agreement, procure Party D to apply to the competent authority for approval (if
required by law) and to handle the alteration registration at forth, and procure Party
D to adopt a shareholders resolution to appoint the persons designated by Party A
and/or its designated third party as the new directors and new representative.
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(c)
    
    To keep their legal and effective proprietary rights to the equity, sign all
necessary or proper documents, take all necessary or proper actions, bring forward all
necessary or proper claims, or necessarily and properly defend against all the claims.
 (d)
    
    Upon Party As request from time to time, immediately and unconditionally
transfer the equity to its designated third party at any time.
 (e)
    
    Strictly abide by this Agreement and other agreements respectively or jointly
signed by and among Party B, Party C and Party A, practicably perform all the
obligations under the said agreements, and not to act or omit which will materially
affect the validity and enforceability of the said agreements.
 3.1.15
    
    Party B and Party C shall provide guarantee with separate and joint liabilities to their
obligations under this Agreement.
 3.2
    
    Covenant
  3.3
    
    Party B and Party C hereby represent and warrant to Party A on the execution date of this
Agreement and on each closing date that:
 (1)
    
    They have the rights and capabilities to execute, deliver and perform this Agreement, and to
execute and perform any equity transfer agreement (hereinafter Transfer Agreement) (to which
they are the parties) for each transfer of equity. Once this Agreement or the Transfer
Agreement to which they are the parties is signed, such agreement shall be legally and validly
binding and enforceable on them.
 (2)
    
    The execution, delivery and performance of this Agreement or any Transfer Agreement will not
(i) violate any PRC law; (ii) go against with their articles of association or other
constitutional documents; (iii) contradict with any other contracts or documents which they
are the parties to or which are binding on them; (iv)violate any applicable permit or approval
granted to them and/or any effective conditions; or (v) lead to any applicable permit or
approval granted to them being suspended, canceled or conditioned.
 (3)
    
    Party B and Party C have sound and marketable ownership to all Party Ds Equity. Party B and
Party C do not set any encumbrance on the said Equity.
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(4)
    
    Party D does not have any outstanding debt, except (i) the debt generated from this normal
operation and (ii) the debt already disclosed to Party A and approved by Party A in writing
beforehand.
 (5)
    
    Party D abides by all applicable laws and regulations governing the purchase of equity and
assets.
 (6)
    
    Currently, there is no ongoing or pending or potential litigation, arbitration or
administrative proceeding in relation to the Equity, Party Ds assets or Party D.4.
    
    Special Terms
  5.
    
    Tax
  6.
    
    Event of Default
 6.1
    
    If Party B, Party C or Party D breaches this Agreement or breaches any representation and
warranty it makes in this Agreement, Party A may notify the breaching party in writing,
requiring it to correct such breach within 10 days after receiving the notice, to take
relevant measures to effectively and timely avoid any damages, and to continue to perform this
Agreement. If there is any damage occurs, the breaching party shall make compensation to
Party A to secure Party A to obtain all its deserved rights and interest arising from the
performance of this agreement.
 6.2
    
    If Party B, Party C or Party D fails to rectify its breach of contract within 10 days after
receiving the notice in accordance with Article 6.1, Party A is entitled to require the
breaching party to compensate all the expenses, liabilities or losses (including but not
limited to the payment or losses of the interest and attorneys cost caused by such breach)
incurred to Party A arising from such breach. In the mean time, Party A is entitled to
implement the Equity Transfer Agreement attached as annex 1 hereto to make the equity held by
Party B and Party C transferred to Party A and/or its designated third party.7.
    
    Applicable Law and Settlement of Dispute7.1
    
    Governing Law
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7.2
    
    Friendly Negotiation
  7.3
    
    Arbitration
  8.
    
    Confidentiality
 8.1
    
    The content of this Agreement and annex thereof shall be confidential. Either Party shall
not disclose any information of this Agreement to any third party (unless obtaining the prior
written consents from the Parties). This article shall remain effective upon the termination
of this Agreement.
 8.2
    
    Exception
  9.
    
    Miscellaneous9.1
    
    Entire Agreement
  9.2
    
    Notice
 9.2.1
    
    The notice issued by the Parties for exercising or performing the rights and obligations
under this Agreement shall be in writing and shall be delivered by courier, registered mail,
prepaid mail, or other acceptable courier service or by fax to the address (es) of relevant
Party or the Parties:9.2.2
    
    The notice and the letter shall be deemed as served under the following situations:
 9.2.2.1
    
    If by fax, it shall be deemed served on the date displayed on the fax; however, if
the fax is delivered after 5 pm or in the weekends of the destination place, it shall
be deemed served on the working day following the displayed date on the fax.
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9.2.2.2
    
    If by courier (including EMS), it shall be deemed served on the receiving date with
the receivers signature.9.2.2.3
    
    If by registered mail, it shall be deemed served on the 15th day after the date
written on the return receipt.
 9.2.3
    
    Legal ForceThis Agreement shall be legally binding on all the Parties.9.3
    
    LanguageThis Agreement is written in Chinese and has 4 original copies.9.4
    
    Day and Working Days
  9.5
    
    Heading
  9.6
    
    Supplementary Provision
  9.7
    
    Pending Matters
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Equity Transfer Agreement
 this Agreement
 
 
 
 
   1.
    
    Party A is an existing wholly-owned foreign investment company incorporated and registered in
Peoples Republic of China (hereinafter PRC or China).
 2.
    
    Party D is a domestic company and currently Party B and Party C hold 100% equity of Party D
(hereinafter the Equity).
 3.
    
    Party B, Party C and Party D are willing to transfer part of or all the equity they hold in
Party D to Party A and/or its designated third party at the time when Party A and/or its
designated third party exercise the option, in accordance with the Equity Disposal Agreement
signed with Party A on May 27, 2010; and Party A and/or its designated third party accept to
purchase the said equity (hereinafter the Equity Transfer).
  1.
    
    Equity Transfer
 1.1
    
    Party B and Party C agree to transfer the Equity to Party A and Party A accepts such
transfer. After the transfer is completed, Party A shall hold 100% equity in Party D.
 1.2
    
    As for the consideration to the Equity Transfer, Party A shall pay RMB
 _____ 
to Party B and
Party C in accordance with Article 2 hereunder.
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1.3
    
    Party B, Party C and Party D agree to the Equity Transfer under this article and are willing
to procure other shareholders of Party D (except Party B and Party C) to sign relevant
shareholders resolution, waiver of preemptive right to purchase the Equity and other
necessary documents and as well as help handling other necessary formalities required for the
Equity Transfer.
 1.4
    
    Party B, Party C and Party D shall be jointly and separately responsible for taking all
necessary actions, including but not limited to signing this Agreement, adopting the
shareholders resolution and approving the articles of association, to make the Equity
transferred from Party B and Party C to Party A, and shall be responsible for handling and
completing all formalities in relation to the governmental approval or the registration of
administration for industry and commerce within 10 working days after Party A issues the
notice for exercising the option according to the Equity Disposal Agreement, to make Party A
become the registered holder of such Equity.
 2.
    
    Payment of the Equity Transfer Price
 2.1
    
    Party A shall pay RMB [ ] to [ ] and RMB [ ] to [ ] within 5 working days after Party B and
Party C complete all the governmental approval and registration formalities in relation to the
Equity Transfer.
 2.2
    
    Party B and Party C shall provide a proper receipt voucher to Party A within 5 working days
after receiving the payment provided in Article 2.1.3.
    
    Representation and Warranty3.1
    
    The Party to this Agreement represents and warrants as follows:
 (a)
    
    It is a legally incorporated and existing company or it is an individual with full
capacity for civil conducts; and it has full right and competence to sign and perform this
Agreement and bear other conditions required for realizing the purpose of this Agreement.(b)
    
    It has already taken or will take all necessary actions to properly and effectively to
grant the rights to sign, deliver and perform this Agreement and all other documents in
relation to the transactions under this agreement; and such execution, delivery and
performance will not go against any applicable laws and rules and will not infringe any
third partys legal rights and interest.
 3.2
    
    Party B, Party C and Party D jointly and separately represent and warrant to Party A that:
 (a)
    
    Currently, Party B and Party C legally and effectively hold 100% equity of Party D;
Party B and Party Cs obtaining and holding of such equity neither violate any applicable
laws and rules nor infringe any third partys legal rights and interest.
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(b)
    
    Party D is a duly incorporated and validly existing limited company in accordance with
the PRC law, who has full legal capacity and full capacity for action, is
entitled to possess, dispose and operate its assets and business and to carry out its
ongoing or planed business activities. Party D has already obtained all the licenses,
qualifications and completed all the governmental approval, permit, recordation or
registration formalities, necessarily required for its business activities as provided in
its business license.
 (c)
    
    Party D does not have any activities violating any applicable laws or governmental
rules since its establishment.(d)
    
    There is no any encumbrance or other third partys right set on the Party Ds equity
held by Party B and Party C.(e)
    
    There is no any decision which may influence Party As execution of this Agreement, or
documents or information in relation to Party D or its business, which is not disclosed or
provided to Party A.(f)
    
    Before the Equity Transfer is completed, they will not, by act or omission, authorize
or procure Party D, to issue or to commit to issue new shares which are beyond the shares
already issued before the execution date of this Agreement; and they will not make any
change to the structure of Party Ds registered capital or to Party Ds shareholder
structure in any form.
 4.
    
    Effectiveness and Effective Term
  5.
    
    Dispute Settlement
  6.
    
    Applicable Law
  7.
    
    Amendment and Supplement
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8.
    
    Severability
  9.
    
    Annex
  10.
    
    Miscellaneous(1)
    
    This Agreement is written in Chinese and has 4 original copies.(2)
    
    If Party A designates any third party to exercise the option, then Party A mentioned in
this Agreement shall refer to Party A and/or its designated third party as the case may be.
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16