Unassociated Document


     

    Translation:

    Share
Purchase Agreement

    


    Between:
China Wonder Limited (CWO Company), a corporation duly formed under the laws of
Jersey with its legal address at PO Box 398, 11 Bath Street, St Helier, Jersey,
Channel Islands. Mr. Qiang Hao is authorized as representative by China Wonder
Limited ( hereinafter referred to as the “Seller”);

    


    And:
Friend Birch Limited, a corporation duly formed under the laws of Hong Kong with
its legal address at 21/F, New World Tower, 118 Queens RD Central HK. Mr.
Qingdong Zeng is authorized as representative by Friend Birch Limited (
hereinafter referred to as the “Buyer”)

    


    WHEREAS,

    


    1. Creative Legend
Group Limited, a corporation duly formed under the laws of BVI with its legal
address at Palm Grove House, P.O. Box438, Road Town, Tortola, British Virgin
Islands;

    2. The
Seller is the 100% shareholder of Creative Legend Group Limited, and agrees to
sell the 100% shares to the Buyer under the terms and stipulations of this
agreement;

    3. Under
the terms and stipulations of this agreement, the Buyer agrees to purchase 100%
shares owned by the Seller in Creative Legend Group Limited.

    4. The
Seller warranties that he has the all independent right of the selling shares
above, on which there are not any pledge, or not involved in any litigation or
dispute.

    5. The
Buyer’s board and the Seller’s board have approved the equity transfer matters
of this agreement;

    The Buyer
and the Seller, pursuant to the principle of equality and mutual benefit and
through friendly consultations, hereby enter into this agreement on the fifth
date of November, 2010 and reach the agreements as follows.

    


    Article 1
Transfer targets, Consideration and Payments

    1.1 The
Seller agrees to sell 100% shares of
Creative Legend Group Limited to the Buyer, and the Buyer agrees to purchase the
100% shares
of the Company.

    1.2 The
Buyer agrees to buy the 100% shares of
Creative Legend Group Limited for a total consideration of RMB
30,000,000.

    1.3 The
Buyer agrees to pay the total consideration of RMB 30,000,000 before December
31, 2010 after the agreement comes into effect one time.

    1.4 The
income taxes deriving from the equity transfer should be borne by the
Seller.

    


    Article 2
Rights and Obligations of the parties

    2.1 when
the Seller sells the 100% shares of Creative Legend Group Limited to the Buyer,
the rights and the obligations of the selling shares are transferred at the same
time, the Buyer bear the all duty from that time.

    2.2 The
Buyer should fulfill the equity transfer registration, if the Buyer needs the
Seller’s assistance, the Buyer should notice the Seller 3 days in advance, and
the Seller should provide the necessary assistance according to the
notice.

    2.3 After
the Buyer receives 100 % shares of Creative Legend Group Limited and registers
by law, the Buyer will enjoy all the right and assume the
obligations.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


    Article 3
Equity Transfer and Registration

    3.1 After
the agreement comes into effect, the Seller promises to sign the legal documents
according to the Buyer’s requirement.

    3.2 When
the conditions above are satisfied, the Buyer is in charge of registration, the
Seller should assist.

    3.3 All
the fees of registration should be borne by the Buyer.

    3.4 The
Buyer should transfer and register the shares in time, otherwise should bear the
duty because of the delay.

    


    Article 4
Rights and Obligations of the parties

    4.1 The
Seller should transfer all the 100% shares of Creative Legend Group Limited to
the Buyer, and has the right to acquire all the consideration.

    4.2 The
Seller should assist the Buyer to transfer and register the 100% shares of
Creative Legend Group Limited according the agreement.

    4.3 The
Buyer has the right to acquire all the 100% shares equity of Creative Legend
Group Limited, and should transfer and register the shares equity in
time.

    4.4 The
Buyer should pay the consideration in the manner of installment payment under
this Agreement.

    


    Article 5
Liability for Breach of Agreement

    5.1 If
any party do not perform prescribed or break the agreement, this party should
compensate for the entire loss of other party;

    5.2 If
the Buyer does not perform prescribed Article 1 and delay 15 Calendar days, the
Seller has the right to terminate this agreement, and the Buyer should pay the
compensation equivalent to 10% Consideration.

    


    Article 6
Dispute resolution

    6.1 All
the dispute should be settled by friendly consultations, if the two parties can
not reach new agreement within 30 days after any party receive the written
notice of the dispute, each party has the right to submit the case to
Arbitration Institute of the Stockholm Chamber of Commerce in Sweden, who
arbitrate in accordance with its procedure rules of arbitration. The arbitration
award shall be final and binding on both parties award. The parties shall accept
and perform the arbitration, the arbitration fees shall be borne by the losing
party.

    


    Article 7
Confidentiality

    7.1
Except otherwise agreed by the other party, or required by administrative
organization, any party shall not exposed confidential information to the third
party.

    


    Article 8
Effectiveness

    8.1 The
agreement is formed after the signature of representatives, and comes into
effect after the approval of the Seller’s and the Buyer’s voting
institutions.

    


    Article 9
Force majeure

    9.1 If
performance of this agreement in whole or in part is prevented, restricted or
interfered with by reason of an earthquake, storm, flood, fire, war, strike or
any other cause beyond the reasonable control of the parties (“Force Majeure
condition”), then the affected party shall provide the other party with a valid
evidentiary document setting forth in detail the Force Majeure Condition within
fifteen (15) days, its expected duration and the consequences thereof. The
parties shall thereafter consult with each other so as to avoid or minimize any
adverse effect of any Force Majeure Condition on this Agreement or the
transactions contemplated hereunder. However, if a Force Majeure condition lasts
for more than three (3) months, the parties shall try their best to avoid or
reduce damages cause by negotiation. If the parties cannot agree on a mutually
satisfying solution within three (3) months of such negotiation, either party
may terminate this Agreement by giving the other party a thirty (30) days
written notice of such termination.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

      

    Article
10 others

    10.1 This
Agreement is written and executed in Chinese.

    10.2 This
Agreement contains the entire agreement between the parties with respect to the
transactions contemplated herein and supersedes all prior negotiations,
agreements and understandings.

    10.3 In
case any one or more of the provisions of this Agreement is held invalid,
illegal or unenforceable in whole or in part, the validity, legality and
enforceability of the remaining provisions or the remaining applications shall
not be affected or impaired.

    10.4 The
preamble forms an integral part of the present Agreement.

    10.5 Any
notices, requests, and communications required or provided for under this
Agreement shall be in writing and shall be delivered via mail, facsimile or
express mail.

    10.6 This
Agreement shall be executed in 8 copies. The Seller and the Buyer shall each
keep 4 copies.

    (there is
no text below)


    


    The
Seller: China Wonder Limited

    Authorized
Representative:

    


    (signature)

     

    The
Buyer: Friend Birch Limited

    Authorized
Representative:

    


    (signature)

    


    
      
        
        

      

      
        3