Exhibit 10.9


 


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: QINGLING COMPANY
LIMITED, a
limited liability company duly established and valid existing under the HK SAR
laws.


Registered
Address:3/F Queen’s Road Centre, 152 Queen’s Road, Central, Hong Kong


 


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 19.29% 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 interests”); 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 interests 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 interests 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 interestss 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: QINGLING COMPANY
LIMITED


Address: 3/F
Queen’s Road Centre, 152 Queen’s Road, Central, Hong Kong


 


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 applicable laws or regulations; or (c) the party who
disclose any


 


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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 interests 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: QINGLING COMPANY
LIMITED


	
  Authorized
  Representative(signature):

  	
  /s/ Xiaoling Hu

  



 


 


 


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


	
  Legal
  Representative (Signature):

  	
  /s/ Hongbing Tao

  



 


 


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