Unassociated Document


    
      Exhibit
10.1

       

    

    Chongqing
Qizhong Technology Development Co., Ltd

    


    Share
Transfer Agreement

    


    Date
of Execution: November 1, 2010

    


    Tianjin
China

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Share
Transfer Agreement

    


    This
Share Transfer Agreement (the “Agreement”) is made on November 1st, 2010
in Tianjin between:

    


    The Transferor: Long Jiegui
(“Party A”)

            Personal
ID number: 420102194602281772

    Address:
4th
Floor, Fortune Center A Building, Chongqing City

    Post
code: 410047

    Tel:
02386898169

    Fax:
02363118666 ext 8001

    and

    The Transferee:  Tianjin
Seashore New District Shisheng Business Trading Group Co. Ltd. (“Party
B”)

    Authorized
rep: Tong Shiping

    Address:
No. 87 No. 8 Coastal Way, Floor 2, Construction Bank, FTZ, Tianjin
City

    Tel:
02225762771

    Fax:
02225763093

    


    Party A
and Party B are hereafter referred to as “Party” individually or “Parties”
collectively.

    


    Whereas:

    


    
      	
              1.

            	
              Chongqing
      Qizhong Technology Development Co., Ltd (the “Object
      Company”) is a
      company with limited liabilities incorporated and well standing in
      Chongqing in compliance with the laws of China. As of the date of this
      Agreement, the registered capital of the Object Company is RMB
      12,5000,000, in which 36.01% held by individual holder – Long Jiegui;
      20.76% held by individual holder – Sun Libin; 8.96% held by individual
      holder – Wang Xiangrong; 3.62% held by individual holder – Jiang Zhichuan;
      2.67% held by individual holder – Zheng Guangxiang; 1.43% held by
      individual holder – Wang Shufeng; 1.25% held by individual holder – Zeng
      Yifeng; 10% held by individual holder – Deng Xiaofeng; and 15.3% held by
      corporate holder – Xiamen Metropolis Tongren Advertisement Co., Ltd. The
      abovementioned registered capital had been paid up in full
      amount.

            


    

     

    
      	
              2.

            	
              The
      Object Company is engaged in the development and operation of portal
      www.goodcar.com; it holds 100% shares of Beijing Goodcar Technology
      Development Co., Ltd, Chengdu Haoche Technology Development Co., Ltd,
      Tianjin Goodcar Technology Development Co., Ltd, Wuhan Youlu Network
      Technology Co., Ltd, Xiamen Goodcar Network Technology Co., Ltd and
      Chongqing Kaizhi Technology Co., Ltd. The Object Company operates business
      in the respective cities through its
  subsidiaries.

            


    

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      
 

    
      	
              3.

            	
              All
      shareholders of the Object Company agree to transfer the shares they hold
      in the Object Company to Party B according to the terms and conditions
      specified in this Agreement, and Party B agrees to accept the shares
      transferred by the shareholders that they hold in the Object Company (the
      “Share Transfer”).

            


    

     

    
      	
              4.

            	
              For
      the purpose to simplify the process of share transfer and entering into
      agreement, the holders of the Object Company unanimously agree to entrust
      Long Jiegui (Party A to this Agreement) as the representative of them to
      dispose of all issues regarding transfer of the Company’s shares,
      including entering into a Share Transfer Agreement as well as other
      agreements (instruments) concerning the share transfer on behalf of all
      the shareholders, making commitment (guarantee) on behalf of the rest
      shareholders, completing the equity settlement processes and designating
      recipients of share trading
revenue;

            


    

     

    
      	
              5.

            	
              Regarding
      this Share Transfer, all the shareholders of the Object Company have
      abandoned their prevailing right to purchase shares held by other
      holders.

            


    

     

    According
to the concerned laws and regulations of China and via friendly consultation,
Party A and Party B have concluded the agreement as below:

    


    Article
1  Share Transfer

    


    
      	
              1.1

            	
              All
      the shareholders of the Object Company agree to entrust Party A as their
      fully authorized representative to transfer the 100% shares of the Object
      Company to Party B under the terms and conditions specified in this
      Agreement; and Party B agrees to accept the 100% shares of the Object
      Company.

            


    

    


    
      	
              1.2

            	
              After
      the Share Transfer, the previous shareholders of the Object Company will
      no longer hold share of the Object Company, but Party B will hold 100%
      shares of the Object Company.

            


    

    


    
      	
              1.3

            	
              After
      the Share Transfer, according to the laws and regulations of China as well
      as the charter of the Object Company, the Transferee will undertake the
      responsibilities and obligations as
shareholder.

            


    

    


    Article
2 Price of the Share Transfer

    


    
      	
              2.1

            	
              As
      consideration for this Share Transfer, the Transferee shall make payment
      to representatives designated by the Transferor a total value of RMB 40
      million in cash and shares.

            


    

    


    
      	
              2.2

            	
              Party
      B shall pay RMB 18 million in cash, and the rest RMB 22 million shall be
      paid by Party B with the common shares additionally issued by China Auto
      Logistics Inc. (listed on NASDAQ, coded: CALI) for equivalent
      value.

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
              2.3

            	
              The
      number of common shares equivalent to RMB 22 million that shall be paid by
      the Transferee to the Transferor shall be calculated with the average
      closing price of CALI for 20 transaction days before the date of this
      Agreement as well as the exchange rate on the date of this Agreement; the
      total number of common shares shall be 1.08 million. Such shares shall be
      paid according to NASDAQ rules and concerned legislative procedures to the
      representative unanimously designated by shareholders of the Object
      Company.

            


    

    


    Article
3 Payment and Transfer of Control

    


    
      	
              3.1

            	
              Party
      B shall pay three million RMB within 3 working days after this Agreement
      is signed as the first batch of payment to Deng Xiaofeng (Personal ID
      Number: 120102196312021170), representative unanimously designated by all
      shareholders of the Object Company. Within 10 days after receiving this
      payment, Party A shall complete registration change relating to the Share
      Transfer.

            


    

    


    
      	
              3.2

            	
              Within
      one month after Party A completes the said registration change, Party B
      shall pay two million RMB to Deng Xiaofeng, representative unanimously
      designated by all shareholders of the Object Company. Within six months
      after Party A completes the said registration change, Party B shall pay
      five million RMB to Deng Xiaofeng, representative unanimously designated
      by all shareholders of the Object Company; the rest eight million RMB
      shall be paid to Zhou Xiaoguang (Personal ID number: 110108196007281239) —
      representative unanimously designated by all shareholders of the Object
      Company.

            


    

    


    
      	
              3.3

            	
              The
      number of common shares equivalent to the rest 22 million RMB shall be
      calculated with the average closing price of CALI for 20 transaction days
      before the date of this Agreement as well as the exchange rate on the date
      of this Agreement; the total number of common shares shall be 1.08
      million. Such shares shall be paid according to NASDAQ rules and concerned
      legislative procedures to the representative unanimously designated by
      shareholders of the Object Company.

            


    

    


    
      	
              3.4

            	
              On
      the day that the three million RMB is received by Deng Xiaofeng — the
      representative unanimously designated by shareholders of the Object
      Company as specified in Clause 3.1 above, Party A shall transfer the
      substantial control over the Object Company to representative designated
      by Party B, for example human resource, accounting books and stamps shall
      be transferred to representative designated by Party B, operation of the
      Object Company shall be put under direction of representative designated
      by Party B who will undertake the operational risks and
      benefits.

            


    

    


    
      	
              3.5

            	
              Party
      B designates Mr. Li Yangqian (Personal ID number: 120104196607266311) as
      its representative to take over the Object Company and serve as the
      General Manager of www.goodcar.com. Party B is committed to, when the net
      income generated from www.goodcar.com increase to USD 2,000,000, issue to
      Mr. Li Yangqian additional common shares worth of USD 1,000,000; the
      number of such shares shall be determined according to the closing price
      of the last trading day when the net income generated from www.goodcar.com
      increase up to USD 2,000,000.

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Article
4 Transferor’s Statement and Guarantee

    


    
      	
              4.1

            	
              The
      Transferor unilaterally or collectively and irrevocably makes the
      following statement and guarantee:

            


    

    


    
      	
               
      

            	
              (1)

            	
              The
      Transferor is entitled to enter into and perform this Agreement; the
      Transferor entering into and performing this Agreement will not violate
      (i) any laws, regulations, rules or other standardization requirements
      that it must comply with; or (ii) any document or charter based on which
      the Object Company is incorporated and remain in good standing; or (iii)
      any document or agreement to which the Transferor is a party, or any
      document or agreement that is binding upon the Transferor or its
      assets;

            


    

    


    
      	
               
      

            	
              (2)

            	
              The
      Transferor possesses the legal and valid ownership and power to disposal
      of the object shares;

            


    

    


    
      	
               
      

            	
              (3)

            	
              The
      object shares are not under any pledge or any other security
      interest;

            


    

    


    
      	
               
      

            	
              (4)

            	
              The
      Transferor is not involved in any proceeding, arbitration, enforcement,
      administrative punishment or any other juristic or administrative
      proceedings that is in progress, or pending, or about to start or claimed
      by other party to start, which will or might constitute substantial
      adverse effect upon the Share
Transfer;

            


    

    


    
      	
               
      

            	
              (5)

            	
              The
      Transferor will offer its active cooperation to the Object Company in
      processing all government approval, registration or filing to concerned
      competent authorities that necessary to the Share
  Transfer;

            


    

    


    
      	
               
      

            	
              (6)

            	
              The
      Transferor guarantees that the information it provides to agent entrusted
      by the Transferee for due diligent investigation and financial audition
      are true, complete, correct, legal, valid and containing no concealment or
      falsehood;

            


    

    


    
      	
               
      

            	
              (7)

            	
              The
      claims, statements, commitments and guarantees that the Transferor makes
      in this Agreement are true, correct and
  complete.

            


    

    


    
      	
              4.2

            	
              On
      behalf of all the original shareholders of the Object Company, Party A
      irrevocably makes the following statement and
  guarantee:

            


    

    


    
      (1)     
The
Object Company is a limited liability company legally established and remains in
good standing as per the laws of the People’s Republic of
China;

    

     


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              (2)

            	
              The
      registered business scopes of the Object Company and its subsidiaries are
      in compliance with the current applicable laws and regulations of China;
      the Object Company and its subsidiaries possess all the licenses,
      qualification certificates and registration certificates necessary to
      operate the current business;

            


    

    


    
      	
               
      

            	
              (3)

            	
              The
      RMB 12,500,000 registered capital of the Object Company has been paid up
      in full amount; the subsidiaries of the Object Company have also paid up
      their registered capital in full
amount.

            


    

    


    
      	
               
      

            	
              (4)

            	
              Apart
      from those disclosed to the Transferee, none of the major asset of the
      Object Company is under any pledge, pawn, lien or other security
      interest;

            


    

    


    
      	
               
      

            	
              (5)

            	
              Apart
      from those disclosed to the Transferee, the Object Company has no right of
      credit and/or debt (debt inclusive); should there be any debt of the
      Object Company not disclosed to the Transferee before this Agreement is
      signed, such debt shall, unless with the Transferee’s prior written
      consent, be undertaken by the
Transferor;

            


    

    


    
      	
               
      

            	
              (6)

            	
              From
      the date this Agreement is signed till the date the Share Transfer is
      completed, no substantial adverse change will occur to the operation,
      performance, financial and asset status of the Object
    Company.

            


    

    


    Article
5 Transferee’s Statement and Guarantee

    


    
      	
              5.1

            	
              The
      Transferee hereby makes the following statement and
    guarantee:

            


    

    


    
      (1)     
The
Transferee is a company established and remains in good standing as per the laws
of China;

    

    


    
      	
               
      

            	
              (2)

            	
              The
      Transferee is entitled to enter into and perform this Agreement; the
      Transferee entering into and performing this Agreement will not violate
      (i) any laws, regulations, rules or other standardization requirements
      that it must comply with; or (ii) any document or charter based on which
      the Transferee is incorporated and remain in good standing; or (iii) any
      document or agreement to which the Transferee is a party, or any document
      or agreement that is binding upon the Transferee or its
      assets;

            


    

    


    
      	
               
      

            	
              (3)

            	
              The
      claims, statements, commitments and guarantees that the Transferee makes
      in this Agreement are true, correct and
  complete.

            


    

    


    
      	
              5.2

            	
              The
      Transferee undertakes to indemnify the Transferor any loss or damage
      aroused if the above statement and guarantee are not in compliance with
      the facts.

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
              5.3

            	
              The
      two parties shall jointly check the cash balance of the Object Company on
      the date of this Agreement, which is RMB _______(upon audited US GAAP
      report). Should Party B fail to pay the cash and shares on dates specified
      in this Agreement, meanwhile the shares cannot be traded under the
      Security Act of the United States more than one month after ban of the
      limit share is lifted, Party A shall be entitled to request Party B return
      all what had been taken over as per provisions of this Agreement,
      including the fixed assets in good condition at take-over, the software
      and hardware related to the network platform, as well as the cash balance
      equivalent to that on date of take-over; on the other hand, Party A is
      committed to transfer the shares of CALI obtained as per this Agreement
      back to Party B, and return the cash of RMB
  18,000,000.

            


    

    


    Article
6 Taxation

    


    All taxes
occurred due to the Share Transfer shall be borne by the parties respectively as
per the laws.

    


    Article
7 Confidentiality

    


    Apart
from the information required to be disclosed by the laws or court with
competent jurisdiction or government agent or concerned security exchange, any
commercial information relating to the transaction planned in this Agreement
obtained by one party from the other party shall be kept confidential. Neither
of the parties shall disclose such information, via news media or in other way,
to any non-agreement party (except the agents engaged by the parties). Should
any party disclose and provide commercial information to any non-agreement party
without consent of the party, such party shall indemnify the other party for any
loss and damage thus caused.

    


    Article
8 Default Responsibility

    


    Once this
Agreement is signed, the parties shall perform their obligations set forth in
this Agreement in the principle of rationality, cautiousness and maintaining
cooperation; should any party violates any responsibility, obligation, guarantee
or commitment set forth in this Agreement, the non-default party is entitled to
demand the default party indemnify any loss and damage caused by the default
conduct.

    


    Article
9 Applicable Laws and Settlement of Disputes

    


    
      	
              9.1

            	
              The
      laws of the People’s Republic China apply to the validity, interpretation
      and performance of this Agreement.

            


    

    


    
      	
              9.2

            	
              Dispute
      aroused from or related to this Agreement shall be first settled through
      consultation. Should consultation fails, any party is entitled to bring
      the dispute to the court where this Agreement is signed for
      proceeding.

            


    

    


    Article
10 Force Majeure

    


    
      	
              10.1

            	
              Force
      majeure refers to any event that happens after the date of this Agreement
      and makes any one party incapable to perform full or part of this
      Agreement that the parties cannot control or foresee, or foreseeable but
      cannot avoid, including but not limited to explosion, fire, flood,
      earthquake and other act of God, as well war, strike, legislative change,
      or any government’s compulsory regulation or requirement that makes one
      party incapable to continue performing this Agreement, and any significant
      or incidental event.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              10.2

            	
              In
      case of force majeure event, the affected party shall inform the other
      party in the most convenient and fast way without delay. And within 15
      working days after force majeure event happens, the affected party shall
      provide to the other party a detailed written report describing such event
      together with a valid proof of the event issued by local notary agent. The
      affected party shall take all reasonable action to relieve condition of
      force majeure event and minimize loss and damage cause to the other party
      due to the force majeure event. The parties shall, based on the impact of
      force majeure event on performance of this Agreement, discuss and
      determine whether to terminate or postpone performance of this Agreement,
      or fully or partially relieve the affect party from its obligations under
      this Agreement.

            


    

    


    
      	
              10.3

            	
              In
      case of force majeure event, the affected party shall be relieved from
      performing this Agreement during force majeure event as well as when the
      event lasts.

            


    

    


    Article
11 Termination of This Agreement

    


    
      	
              11.1

            	
              Should
      the default party fails to correct its default conduct within 15 working
      days after receiving the other party’s written notice requesting it to do
      so, then the other party is entitled to unilaterally terminate this
      Agreement by a written notice to the default
  party.

            


    

    


    
      	
              11.2

            	
              Without
      prior written notice of the Transferee, should the Transferor
      (individually or collectively) transfer the full or part of the Object
      Shares in its holding to any third party after this Agreement is signed,
      or contact or negotiate with any third party about transfer of the Object
      Shares, or put the Object Shares in pledge or under interest of any third
      party, it shall be deemed constituting a substantial violation, in this
      case the Transferee is entitled to unilaterally terminate this Agreement
      by a written notice to the
Transferor.

            


    

    


    Article
12 Effectiveness and Miscellaneous

    


    
      	
              12.1

            	
              This
      Agreement is entered into and become effective when signed by authorized
      representatives of the parties plus the official stamp of the parties.
      Once effective, this Agreement will be binding upon the
      parties.

            


    

    


    
      	
              12.2

            	
              When
      this Agreement is signed, no provision in this Agreement shall be modified
      or amended without written consent of the
  parties.

            


    

    


    
      	
              12.3

            	
              Unless
      otherwise specified, non-execution or delayed execution of any right,
      power or privilege under this Agreement or under any other contract or
      agreement related to this Agreement shall not constitute waiver of such
      right, power or privilege; in addition, any single or partial execution of
      such right, power or privilege shall not exclude execution of other right,
      power or privilege.

            


    

     


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
              12.4

            	
              Should
      any provision in this Agreement considered invalid by any court, arbitral
      body or any institution having jurisdiction over this Agreement, the
      validity of other provisions in this Agreement shall be
      affected.

            


    

    


    
      	
              12.5

            	
              The
      titles of the terms and clauses in this Agreement are for reading
      convenience only, and shall not be used to interpret this Agreement or
      impact issues set forth in this
Agreement.

            


    

    


    
      	
              12.6

            	
              This
      Agreement is made in twelve copies with equal legal
    validity.

            


    

    


    (End)

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    (Signature
page)

    


    Party
A: Long Jiegui

     

    
      
        
          	
                  /s/ Long
      Jiegui

                	 	 	
                	 


        

      

    

     

    Party B:  Tianjin Seashore New District
Shisheng Business Trading Group Co. Ltd.

    Legal
representative: Tong Shiping

    
       

      
        
          
            	
                    /s/ Tong
      Shiping