Exhibit 10.8


 


EXCLUSIVE PURCHASE OPTION AGREEMENT


 


THIS EXCLUSIVE PURCHASE OPTION AGREEMENT (the “Agreement”) is entered into as of August 4,
2010 among the following parties:


 


Party A: SYSWIN
LIMITED, a limited liability company duly established and
valid existing under the HK SAR laws.


Registered Address: Room 42,
4th Floor, New Henry House, 10 Ice House
Street, Central, Hong Kong


 


Party B: BEIJING
SYSWIN INTERNATIONAL REAL ESTATE CONSULTING COMPANY LIMITED


Registered Address: 6-1-21,
Building 20, Pudong, Mentougou District, Beijing


 


Party C: BEIJING
SYSWIN XING YE REAL ESTATE BROKERAGE COMAPNY LIMITED, a limited liability company duly established and valid existing under the
PRC laws.


Registered Address: Room D103,
7 Long Yuan Road, Shi Long Industrial Zone, Mentougou District, Beijing


 


WHEREAS,


 


1.                             Party B holds 78.29% equity interests in Party C;


 


2.                             Party C and Beijing Syswin Zhi Di Technology Limited (“Syswin Zhi Di”) have entered into a series
of Agreements including the Exclusive Technical Consulting and Service
Agreement.


 


NOW THEREFORE, through mutual consents, the Parties to this Agreement hereby agree as
follows:


 


1.                            Purchase and Sale of Equity interests


 


1.1                       Authorization


 


Party B hereby irrevocably grants,
to the extent permitted by the PRC laws and regulations, Party A or one or more
persons designated by Party A (“Designated
Persons”) an exclusive option (the “Option”) to purchase at any time all or part of Party B’s
equity interests in Party C at the price set forth in Article 1.3 hereof
in accordance with the procedures determined by Party A. Except for Party A and
the Designated Person, 


 


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Party B shall not sell the equity
interests to any other party. Party C hereby agrees on the granting of the
Option of equity interests by Party B to Party A. For the purpose of this
Agreement, “person” refers to individual, corporation, joint venture,
partnership, enterprise, trust or non-corporation organization.


 


1.2                       Procedure of Exercising the Option


 


Party A should exercise its Option in accordance with all
PRC laws and regulations. Party A should send a written notice (the “Notice of Exercise”) to Party B when it
intends to exercise the Option. The Notice of Exercise shall state the
following: (a) Party A’s intention to exercise the Option; (b) the
percentage of equity interests that Party A intends to purchase from Party B
(the “Purchased Equity Interest”);
and (c) the effective date or transfer date.


 


1.3                       Purchase Price


 


The Purchase Price (the “Purchase Price”) shall be determined by and between Party A
and Party B through negotiation according to the appraisal of the equity
interests approved by the competent authority, and shall be the minimum price
allowable by the PRC laws. Party B hereby unconditionally and irrevocably
agrees that, in the event that Party A exercises its Option, Party B shall
unconditionally remit the Purchase Price to Party A in refund.


 


1.4                       Transfer of the Purchased Equity interests


 


Each time when Party A exercises
the Option:


 


1.4.1                       Party B shall procure Party C to timely convene shareholders’ meeting and
pass the shareholders’ resolution approving Party B transfer to Party A or the
Designated Person the equity interests.


 


1.4.2                       Party B shall enter into Equity Transfer Agreement with Party A (or the
Designated Person, if applicable) in accordance with this Agreement and
Purchase Notice.


 


1.4.3                       The relevant parties shall execute all other necessary agreements or
documents, and acquire all necessary government approvals and consents, and
take all necessary actions to lawfully transfer the title to the equity
interests free from any Security Interest to Party A and/or the Designated
Person and procure Party A and/or the Designated Person to be registered as the
holder of the equity interests. For this section and this Agreement, security
interest shall include security, mortgage, any third  party’s right or interest, any option of
equity interests, right of acquisition, right of first refusal, offset right,
ownership detainment or any other security arrangements. However, the security
interest shall not include any 


 


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equity interests accrued in accordance with this
Agreement and the Equity Interest Pledge Agreement entered into by and between
Party B and Syswin Zhi Ye on August 4, 2010 (“Equity Interest Pledge Agreement”).
According to the Equity Interest Pledge Agreement, Party B shall pledge all its
equity interests in Party C to Syswin Zhi Ye as a guarantee of Party C’s
performance of the Exclusive Technical Consulting and Service Agreement which
is entered into by and between Party C and Syswin Zhi Ye on August 4, 2010 (“Exclusive Technical Consulting and Service Agreement”).


 


1.5                     Payments for the Equity interests


 


1.5.1                       Party A shall pay the Purchase Price to Party B in accordance with Article 1.3
hereof.


 


2.                            Covenants Relating to the Equity interests


 


2.1                     Party C hereby covenants that:


 


2.1.1                       It will not, without prior written consent of Party A or the Designated Person,  supplement, amend, or modify in any form its
articles of association, increase or decrease its registered capital, or change
the equity structure in any other ways.


 


2.1.2                       It will follow good commercial and business standards and practices and be
validly existing. It will also prudently and effectively operates its business
and handle related corporate affairs in accordance with commercial standards
and practice.


 


2.1.3                       It will not, without prior written consent of Party A or the designated
person, sell, transfer, mortgage or otherwise dispose of any asset, income,
legitimate or beneficial interests in its business or, or allow creation of any
other Security Interest.


 


2.1.4                       Without  prior written consent of
Party A or the designated person, it will not incur, inherit, guarantee or
allow the existence of any debt, with the exception of: (i) the debt
incurred during the ordinary or daily course of business and not incurred
through the borrowing; and (ii) the debt has been disclosed to Party A and
for which written consent from Party A has been obtained.


 


2.1.5                       It will normally operate all business to maintain asset value of Party B,
and it will not result in any materially adverse affect on its business
operation and the value of its asset by any acts or omissions.


 


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2.1.6                       It will not, without prior written consent of Party A or the designated
person, enter into any material agreement except for the agreements entered
into during the ordinary course of business. (For the purpose of this section,
an agreement should be deemed as a material agreement if the amount of which
exceeds RMB100,000.)


 


2.1.7                       It will not provide any loan or credit line to anyone without prior written
consent from Party A or the Designated Person.


 


2.1.8                       Upon the request of Party A, it will provide all materials related to its
business and financial conditions to Party A.


 


2.1.9                       It will purchase and maintain insurance policies from insurance companies
acceptable to Party A. The insured amount and category shall be the same as
those held by the companies located in the geographical area, operating the
similar business and owning similar properties and assets.


 


2.1.10                 It will not merge or associate with any entity, or acquire any entity or
invest in any entity.


 


2.1.11                 It shall promptly inform Party A of any existing or potential litigation,
arbitration, or administrative procedure in relation to Party C’s assets,
business and revenue.


 


2.1.12                 In order to maintain its ownership of all its assets, it will execute all
necessary or appropriate documents, commence all necessary or appropriate
claims, or make all necessary or proper defences to all claims.


 


2.1.13                 It will not distribute dividends to its shareholders in any form without
prior written consent of Party A. Nevertheless, Party C shall immediately
distribute all payable dividends to the shareholders upon request of Party A or
the Designated Person.


 


2.2                     Party B hereby covenants that:


 


2.2.1                       Without prior written consent of Party A or the designated person, it will
not sell, transfer, mortgage or otherwise dispose of any right or interest
relating to the equity interests, or allow any creation of other security
interest on the equity interests. However the security interest accrued by this
Agreement and the Equity Interest Pledge Agreement shall be excluded.


 


2.2.2                       It shall promptly inform Party A of any existing or potential litigation,
arbitration, or administrative procedure in relation to the equity interests.


 


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2.2.3                       It will make all necessary efforts to maintain its title to the equity of
Party C, including but not limited to execute all necessary or appropriate
documents, commence all necessary or appropriate claims, or make all necessary
or appropriate defences to all claims.


 


2.2.4                       Upon the request of Party A at any time, it shall immediately and
unconditionally transfer its equity interests to Party A or the Designated
Person.


 


2.2.5                       Party B shall strictly comply with and duly perform the obligations of this
Agreement and any other agreements entered into by Party B, Party C, and Party
A collectively or respectively and shall not affect the validity and
enforceability of such agreements by acts or omissions.


 


3.                            Representations and Warranties


 


3.1                       Party B and Party C hereby collectively and respectively represent and
warrant to Pary A that as of the execution date of this Agreement and each and
every transfer day thereafter:


 


3.1.1                       It has the power and authority to enter
into and will duly perform this Agreement and any Equity Transfer Agreement
executed thereafter by Party B or Party C collectively or respectively. Upon
execution, this Agreement and each Equity Transfer Agreement to which it is a
party constitute a legal, valid and binding obligation and is enforceable
against Party B and Party C in accordance with the relevant terms therein.


 


3.1.2                       The execution and performance of this Agreement or any Equity Transfer
Agreement thereafter shall not: (i) violates any PRC laws; (ii) contradicts
its articles of association or other organizational documents; (iii) cause
any breach of  any contracts or documents
to which Party B and/or Party C is a party or which binds Party B and/or Party
C; (iv) violates any acquired permit, approval or any valid qualification
thereof; or (v) result in the ceasing or revocation or additional
conditions to the acquired permit or approval.


 


3.1.3                       Party B retains full and marketable
title to its assets and facilities. Party B did not create any security
interest on the said equity interests except the security interest accrued in
this Agreement and the pledge set by the Equity Interests Pledge Agreement.


 


3.1.4                       Party B or any person designated by
Party B shall unconditionally transfer any funds obtained from Party C in full
to Party A (including but not limited to dividends, bonus, other rights,
earnings and so forth distributed by Party C.)


 


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3.1.5                       Prior to Party A’s lawful exercise of
Option, Party B shall not request Party C to distribute any dividend, bonus,
other right, earning and so forth without Party A’s permit.


 


3.1.6                       Party C does not have any outstanding
debt except (i) the debt incurred in its ordinary course of business
excluding loans; (ii) the debt having been disclosed to Party A and for
which written consent  from Party A has
been obtained.


 


3.1.7                       Party C shall comply with all
applicable laws and regulations relating to equity transfer.


 


3.1.8                       There is no existing, pending or
potential litigation, arbitration, or administrative procedure relating to the
equity interests, assets of Party C or otherwise in relation to Party C, except
for those already disclosed to Party A in Exhibit II.


 


3.2                       Party A hereby represents and warrants to Party B and Party C on the
effective date of this Agreement and each transfer date thereafter:


 


(i)                                     Party A is obligated to provide
continual financial support to Party C when Party C so requires;


 


(ii)                                  In the event that Party C fails to
repay the funds provided by Party A due to operational losses, Party A hereby
agrees to forgo the right to seek repayment.


 


4.                            Effective Date


 


This Agreement shall be effective from the execution date
(“Effective Date”), with a  term of ten (10) years, and it may be
extended by another ten (10) years if Party A so requires. Party A is
entitled to extend the term at its own discretion thereafter.


 


5.                            Governing Law and
Dispute Resolution


 


5.1                        Governing Law


 


This Agreement shall be governed by and construed in
every aspect in accordance with PRC laws.


 


5.2                        Dispute Resolution


 


The parties shall settle in good
faith any dispute arising out of the interpretation of this Agreement through
friendly consultation. If no settlement can be reached through consultation,
each party may submit such dispute to China International Economic and Trade
Arbitration Committee (“CIETAC”)
for arbitration in accordance with the currently 


 


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effective rules of CIETAC.
The arbitration shall be conducted in Beijing and in Chinese. The arbitration
decision shall be final and binding upon both parties.


 


6.                            Tax and Expenditures


 


Each party shall bear its own tax, costs and expenditures
relating to preparing for and executing this Agreement and each Equity Transfer
Contract thereafter and completing the contemplated deal.


 


7.                            Notice


 


Any notice or other communication under this Agreement
shall be in Chinese and be sent to the address listed below or other address as
may be designated from time to time by personal delivery or mail or facsimile.
Any notice required or given hereunder shall be deemed to have been served on:
(a) the same date if sent by personal delivery; (b) the tenth date
from delivery (subject to the stamp) of a prepaid air-mail, or the fourth date
from delivering to a professional delivery company acknowledged worldwide if
sent by mail; and (c) the receipt date recorded on the transmission
confirmation notice if sent by facsimile.


 


Party A: SYSWIN
LIMITED,


Registered Address: Room 42,
4th Floor, New Henry House, 10 Ice House
Street, Central, Hong Kong


 


Party B: BEIJING
SYSWIN INTERNATIONAL REAL ESTATE CONSULTING COMPANY LIMITED


Address: 6-1-21, Office Building 20, Pu Dong
Mentougou District, Beijing


 


Party C: BEIJING
SYSWIN XING YE REAL ESTATE BROKERAGE COMPANY LIMITED


Registered Address: Room E7-03,
8 Long Yuan Road, Shi Long Industrial Zone, Mentougou District, Beijing


 


8.                            Confidentiality


 


8.1                       The Parties acknowledge and confirm
that any oral or written information relating to this Agreement communicated
among the Parties shall be deemed as confidential
information (“Confidential Information”). The Parties shall keep confidential of such
Confidential Information and shall not disclose to any third party unless
having obtained prior written consent from the other parties. Nevertheless,
Confidential Information shall not include information which (a) was at
the date hereof or subsequently becomes public
information (other than disclosed by any party received such Confidential
Information); (b) is disclosed in accordance with 


 


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applicable laws or regulations; or (c) the party who
disclose any Confidential Information to its attorneys or financial advisors
who need to access such information shall ensure that such attorneys or
financial advisors comply with this provision and keep confidential of such
information.  The disclosure by the
employee or agent of Each Party shall be deemed as disclosed by the party
itself, and the party shall be liable of the breach. The Parties agree that the
provisions of this Article shall survive notwithstanding the termination
of this Agreement.


 


9.                            Further Guarantees


 


9.1                       The Parties agree that they will, without any hesitation, execute any
necessary documents for the performance of this Agreement or any documents
which are benefit for the purpose of this Agreement, and will take all
necessary actions for the purpose of this Agreement or take actions which are
benefit for the purpose of this Agreement.


 


10.                     Miscellaneous


 


10.1                          Amendments and supplementations


 


Any revision, amendment and supplementation of this
Agreement shall be in written and executed by Each Party.


 


10.2                          Compliance with laws and regulations


 


The Parties shall comply with all applicable PRC laws and
regulations which have been formally issued and is publicly accessible.


 


10.3                          Entire agreement


 


Unless it is otherwise revised, amended or supplemented
after execution of this Agreement, this Agreement constitutes the entire
agreement among the parties as to the subject matter, and supersedes any prior
oral or written negotiations, statements or agreements among the parties.


 


10.4                          Headings


 


Headings in this Agreement are only set out for reading
convenience, and shall not be used to interpret, explain or otherwise influence
the meaning of provisions of this Agreement.


 


10.5                          Language


 


This Agreement is made in Chinese and English in three originals. The Chinese version will prevail
in the event of any inconsistency between the English and any Chinese
translations thereof.


 


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10.6                          Severability


 


If any of the terms of this
Agreement is declared invalid, illegal or unenforceable in accordance with any
applicable laws or regulations, the validity and enforceability of the other
terms hereof shall nevertheless remain unaffected, and the Parties hereto agree
to, through friendly negotiation, make valid terms to such invalid, illegal or
unenforceable terms, and the economic results from such valid terms shall  be close to, as much as may be possible, the
superseded invalid, illegal or enforceable terms.


 


10.7                          Successor


 


This Agreement shall bind the
successor of each party or the transferee permitted by the other parties and
shall be interpreted for its benefit.


 


10.8                          Continuous Effectiveness


 


10.8.1                           Any duties occurred in relation to the Agreement before expiration or early
termination of the Agreement shall continue to be effective after expiration or
early termination of the Agreement.


 


10.8.2                           Articles 5, 7, 8 and 10.8 hereof shall survive notwithstanding the termination of this Agreement.


 


10.9                          Waiver


 


Each party may waive the terms
and conditions under this Agreement in writing. Such waiver should be duly
signed by the other parties. Any waive relating to the breach of the other
party in certain circumstance shall not be deemed as that the waiver party has
made waiver to the other party for the same breach in other circumstances.


 


[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


 


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This page is the signing
page of this Exclusive Equity Interest Purchase Agreement.


 


IN WITNESS
WHEREOF, the both Parties have its authorized
representative executed this Agreement on the date first above written.


 


Party A: SYSWIN
LIMITED,


	
  Authorized Representative
  (Signature):

  	
  /s/ Liangsheng Chen

  



 


 


 


Party B: BEIJING
SYSWIN INTERNATIONAL REAL ESTATE CONSULTING COMPANY LIMITED


	
  Legal Representatvie
  (signature):

  	
  /s/ Liangsheng Chen

  



 


 


 


Party C: BEIJING
SYSWIN XING YE REAL ESTATE BROKERAGE COMPANY LIMITED


	
  Legal Representative (Signature):

  	
  /s/ Hongbing Tao

  



 


 


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