Exhibit
10.14


 


RIGHT OF FIRST REFUSAL AGREEMENT


 


This RIGHT OF FIRST REFUSAL AGREEMENT (this “Agreement”),
dated September 1, 2010, is made by and among:


 


Beijing Syswin International Real Estate
Consulting Group Co., Ltd., a
company with limited liabilities organized and validly existing under the laws
of the People’s Republic of China (the “PRC”) (“Syswin International”);


 


Beijing Syswin Zhi Di Investment Co., Ltd., a company with limited liabilities organized and validly existing
under the laws of the PRC (“Syswin Zhi Di”);


 


(Syswin International and Syswin Zhi Di
collectively as “Party A”);


 


And


 


Beijing Syswin Chuangxin Real Estate Brokerage Co., Ltd., a company with limited liabilities organized and validly existing
under the laws of the PRC, with its registered address at 3 Industrial Zone
Road, Zhanggezhuang Village, Zhangzhen Town, Shunyi District, Beijing; (“Party B”)


 


And


 


Beijing Syswin Xing Ye Real Estate Brokerage Co., Ltd., a company with limited liabilities organized and validly existing
under the laws of the PRC, with its registered address at Suite E7-03, 8
Longyuan Road, Shilong Industrial Park, Mentougou District, Beijing (“Party C”).


 


CONSIDERING:


 


1.             Party A holds 100% equity interests in Party B, of which 90% is held by
Syswin International, and the remaining 10% is held by Syswin Zhi Di.


 


2.             Syswin International holds 78.29% equity interests in Party C.


 


NOW, THEREFORE, the Parties agree as follows
through negotiations:


 


I.              Right of First Refusal


 


Party A warrants that Party C is entitled to a
right of first refusal in respect of any or all of the equity or controlling
interests of Party B which Party A may intend to transfer or sell to any third
party during the term of this Agreement.


 


Party B warrants that Party C is entitled to a right
of first refusal in respect of any or all of the assets, businesses or any
other resources relating to the businesses of Party B which Party B


 


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may intend to transfer, sell, lease or license to
any third party during the term of this Agreement, including without limitation
trademarks and trade names.


 


For purpose of this Agreement, any “third party’
means any individual, company, joint venture, partnership, firm, trust or
unincorporated entity.


 


II.            Exercise of Right of First Refusal


 


Exercise of the right of first refusal contemplated
under Clause I by Party C is subject to compliance with the PRC laws and
regulations.  Party A and/or Party B
shall notify its intention for any transfer, sale, lease or license
contemplated under Clause I to Party C in writing.  Party C shall make its written response to
Party A and/or Party B within 15 days upon receipt of such notice.


 


None of Party A and/or Party B may notify its
intention for any such transfer, sale, lease or license to any third party
without its receipt of a written response from Party C.


 


III.           Consideration


 


If Party C intends to exercise the right of first
refusal contemplated under Clause I, it shall negotiate and agree with Party A
and/or Party B on the consideration payable for such assets, equity or
controlling interests, or resources.  Any
and all taxes and levies arising from the exercise of such right of first
refusal shall be respectively borne by the Parties through negotiations.


 


IV.           Procedures


 


If Party C intends to exercise the right of first
refusal contemplated under Clause I,


 


4.1           Party A shall and Party A shall cause Party B to convene a shareholders’
meeting, during which a resolution shall be adopted to allow any of such
transfer, sale, lease or license contemplated under Clause I, as applicable, to
Party C;


 


4.2           Party A and/or Party B, on one hand, and Party C, on the other hand,
shall enter into an agreement for such transfer, lease or license, as
applicable, pursuant to the provisions under this Agreement or the notice for
equity interest transfer.


 


4.3           Either party of the Party A shall issue a waiver for its right of first
refusal pursuant to applicable laws, regulations and the articles of
association of Party B for any equity or controlling interest which the other
party of the Party A intends to transfer to Party C.


 


V.            Effectiveness


 


This Agreement shall be effective on the date when
it is signed by the Parties (the “Effective Date”),
and continue to have force and effect until Mr. CHEN Liangsheng holds
directly or indirectly less than 30% of equity interests in Party C.


 


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VI.           Governing Laws and Dispute Resolution


 


6.1          Governing Law


 


This Agreement shall be governed by and construed
according to the PRC laws in all respects.


 


6.2          Dispute Resolution


 


Any dispute arising from interpretation and
performance of this Agreement shall be revolved through good-faith
negotiations.  If the negotiations fail
within 30 days after one Party issued a written notice to the other Party
requesting such negotiations, any Party may submit the dispute for arbitration
by China International Economic and Trade Arbitration Commission in accordance
with its arbitration rules then in effect. 
The arbitration shall be conducted in Chinese in Beijing.  The arbitration award shall be conclusive and
binding upon the Parties.


 


[REMAINING INTENTIONALLY LEFT BLANK]


 


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IN WITNESSTH WHEREOF, the Parties have caused this
Agreement duly executed on the date first written above.


 


 


	
  For and on behalf of

  	
   

  
	
  Beijing
  Syswin International Real Estate Consulting Group Co., Ltd., as Party A

  
	
  By:

  	
  /s/ Liangsheng Chen

  	
   

  
	
  (Affixture of corporate seal)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  For and on behalf of

  	
   

  
	
  Beijing Syswin Zhi Di Investment Co., Ltd., as Party A

  	
   

  
	
  By:

  	
  /s/ Yuan Yuan

  	
   

  
	
  (Affixture of corporate seal)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  For and on behalf of

  	
   

  
	
  Beijing
  Syswin Chuangxin Real Estate Brokerage Co., Ltd., as Party B

  
	
  By:

  	
  /s/ Liangsheng Chen

  	
   

  
	
  (Affixture of corporate seal)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  For and on behalf of

  	
   

  
	
  Beijing
  Syswin Xing Ye Real Estate Brokerage Company Limited, as Party C

  
	
  By:

  	
  /s/ Hongbing Tao

  	
   

  
	
  (Affixture of corporate seal)

  	
   

  



 


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