Exhibit 10.13


 


NON-COMPETION AGREEMENT


 


This NON-COMPETION AGREEMENT (this “Agreement”),
dated September 1, 2010, is made by and between:


 


Beijing Syswin Xing Ye Real Estate Brokerage
Company Limited, a company with limited
liabilities organized and validly existing under the laws of the People’s
Republic of China (“PRC”), with its registered address at Suite E7-03, 8
Longyuan Road, Shilong Industrial Parkt, Mentougou District, Beijing (“Party A”);
and


 


Liangsheng Chen,
a citizen of PRC, ID No. 610103196901282515 (“Party B”).


 


(Party A and Party B individually, a “Party”;
collectively, the “Parties”)


 


WHEREAS:


 


1.             Party A is a company with limited liabilities incorporated under PRC
laws, in which Beijing Syswin International Real Estate Consulting Group Company
Limited (“Syswin International”) holds a 78.29%
equity interests; and


 


2.             Party B hold 100% equity interests of Syswin International.


 


NOW, THEREFORE, for purpose of their respective
business growth and to avoid competition between Party B and its Affiliates, on
one hand, and Party A and its Affiliates, on the other hand, the Parties agree
as follows through negotiations:


 


1.             DEFINITIONS


 


1.1           “Principal Operations” mean the following operations currently engaged
by Party A and its Affiliates:


 


(a)           Agency services for new residential properties (including general
residential properties and high-end residential properties), including
early-stage planning and sale agency services;


 


(b)           Agency services for new commercial properties, including early-stage planning
and sale agency services; and


 


(c)           Land positioning, planning and brokerage services.


 


1.2           An Affiliate means an entity which any of the Parties during the term of
this Agreement:


 


(a)           holds or controls more than 50% of its issued share capital or voting
rights; or


 


(b)           is entitled to more than 50% of its after-tax profit; or


 


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(c)           any other companies, enterprises, firms or other entities, incorporated
or unincorporated, which any of the Parties controls the composition of more
than half of its board members or exercises control over it otherwise.


 


For purpose of this
Agreement, Affiliates of Party B include without limitation Beijing Syswin Xing
Ye Real Estate Brokerage Company Limited and Beijing Syswin International Real
Estate Consulting Group Co., Ltd., but exclude SYSWIN Inc. and its
Affiliates.


 


2.             NON-COMPETITION


 


2.1           The scope of non-competition provided under this Agreement shall be the
Principal Operations set forth under Section 1.1 conducted by Party A
(including its Affiliates) within and outside China.


 


2.2           No change may be made in respect of the scope of non-competition
provided under this Agreement without agreement of the Parties in writing.


 


3.             UNDERTAKINGS BY PARTY B


 


Party B irrevocably undertakes and warrants to
Party A and its Affiliates that during the term of this Agreement:


 


3.1           Except with a waiver from Party A in writing, it will not cause any of
its Affiliates:


 


(a)           to engage or participate, directly or indirectly, or assist in engaging
or participating, within and outside China, solely or jointly with others, in
any business or activity which may constitute actual or potential competition,
directly or indirectly, with the Principal Operations, by any means including
without limitation investment, merger and acquisition, association, joint
venture, cooperation, partnership, trust, contract, operating lease, share
purchase or participation, or otherwise;


 


(b)           to provide any support to any third party in connection with its engaging
or participating in any business which may constitute actual or potential
competition with the Principal Operations by any means within and outside
China; or


 


(c)           to become otherwise involved, directly or indirectly, in any business
which may constitute actual or potential competition with the Principal
Operations.


 


3.2           Upon receipt of a waiver from Party A in writing, Party B or its
Affiliates may conduct the Principal Operations set forth under Section 1.1
by any means provided under Section 3.1.


 


3.3           Notwithstanding the provisions under Section 3.1, Party B will
further procure its Affiliates to undertake not to employ, engage, or attempt
to employ or engage, any employee of Party A without written consent from Party
A during the term of this Agreement.


 


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4.             RIGHT OF FIRST REFUSAL


 


4.1           Party B undertakes to keep Party A promptly notified in writing of any
new business opportunity identified by Party B or its Affiliates during the
term of this Agreement which may constitute actual or potential direct
competition with the Principal Operations. 
Party A may elect to engage or participate in such new business by
itself or its affiliate or otherwise.


 


4.2           Within 30 days upon its receipt of notice provided under Section 4.2,
Party A will notify Party B or its Affiliates in writing as to whether it
intends to engage or participate in such business opportunity.  If Party A elects to engage or participate in
such business opportunity, Party B and its Affiliates will make their best
efforts to cause and assist Party A or its Affiliates in obtaining the new
business opportunity; if Party A elects not to engage or participate in such
business opportunity, Party B may participate in such business opportunity upon
its receipt of a written waiver from Party A.


 


5.             INDEMNITY


 


Party B shall be liable for any loss incurred by
Party A to such extent which is resulted from the breach of this Agreement by
Party B.


 


6.             GOVERNING LAW AND DISPUTE RESOLUTION


 


6.1           Governing Law


 


This Agreement is governed and construed by PRC
laws in all respects.


 


6.2           Dispute Resolution


 


Any dispute arising from interpretation and
performance of this Agreement shall be firstly revolved through good-faith
negotiations.  If the dispute fails to be
resolved within 30 days after any Party gives a written notice to the other
Party requesting negotiation for such dispute, 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 will be held in Beijing and
conducted in Chinese.  The arbitration
award shall be conclusive and binding upon the Parties.


 


7.             EFFECTIVE DATE


 


This Agreement shall be effective upon execution by
the Parties (the “Effective Date”), and continue to be effective until Party B
owns, directly or indirectly through SYSWIN Inc. or its Affiliates, less than
30% equity interests of Party A.


 


 


	
  For and on behalf of

  	
   

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

  
	
  By:

  	
  /s/ Hongbing Tao

  	
   

  
	
  (Affixture of corporate seal)

  	
   

  
			



 


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  For and on behalf of

  	
   

  
	
  Liangsheng Chen,
  as Party B

  	
   

  
	
  By:

  	
  /s/Liangsheng Chen

  	
   

  
			



 


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