Exhibit 4.127




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Whereas:
 1.
    
    Party A and Party B are current shareholders of Party D and each holding 95% and 5% shares in
Party D respectively;
 2.
    
    Party E is a limited liability company duly organized and validly existing under the laws of
the Peoples Republic of China, and provide technical support, strategic consultation and
other relevant services to Party D;
 3.
    
    To finance the investment by Party A and Party B in Party D, Party E has entered into Loan
Agreements (Loan Agreement) with Party A and Party B respectively in 2008, providing Party A
and Party B with loans of RMB 475,000 and RMB 25,000, respectively. Pursuant to the Loan
Agreement, Party A and Party B has invested the full amount of the loans in Party Ds
registered capital;
 4.
    
    As the consideration for the loans provided by Party E to Party A and Party B, Party A and
Party B entered into a Purchase Option and Cooperation Agreement (Purchase Option Agreement)
with Party D and Party E in 2008, granting Party E the exclusive option to purchase all or
part of shares/assets in Party D holding by both parties or either party of Party A and Party
B at any time, in accordance with China laws;
 5.
    
    For making securities of the payment obligations of Party D under numerous agreements
executed between Party D and Party E, Party A and Party B entered into a Share Pledge
Agreement (Pledge Agreement) with Party E in 2008, pledging their respective shares in Party
D to Party E;




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6.
    
    Party D has made change registration at the Administration of Industry and Commerce
authorities from Beijing Tongxinshengshi Environment Engineering Co., Ltd. to Zhongcheng
Futong Co., Ltd. in December 2008.
 7.
    
    Party E is intended to exercise the purchase option to purchase entire shares in Party D
holding by Party A and Party B in accordance with the Purchase Option Agreement, and
designates Party C and Party F as the subject to exercise the aforesaid purchase option.
 Therefore,
 1. Exercise of the Purchase Option
 1.1.
    
    Party E hereby authorizes Party C and Party F in accordance with the purchase option
granted to Party C and Party F under Article 2.1 of the Purchase Option Agreement, and
Party C and Party F agrees to accept the aforesaid authorization, on behalf of Party E, to
purchase entire shares in Party D holding by Party A and Party B in accordance with the
conditions stipulated in the Purchase Option Agreement.
 1.2.
    
    In accordance with Article 3 under the Purchase Option Agreement, the purchase price
of entire shares in Party D holding by Party A and Party B, purchased by Party C and Party
F in accordance with Party Es authorization, shall be the sum of the loan principal lent
by Party E to Party A and Party B, which is equivalent to RMB 500,000. (Purchase Price).
 2. Share Transfer
 2.1.
    
    Party A and Party B shall enter into a Share Transfer Agreement (Share Transfer
Agreement) with Party C and Party F, in accordance with the content and form of Appendix
II hereto, within thirty (30) days after receiving exercise notice from Party E (Appendix
I), in accordance with Article 2.3 of the Purchase Option Agreement, and other documents
required to make change registrations at industrial and commerce authorities.
 3. Loan Arrangements
 3.1.
    
    The purchase price of entire shares in Party D holding by Party A and Party B,
purchased by Party C and Party F shall be contributed in full amount by Party E. However,
Party C and Party F shall enter into a loan agreement with Party E to the satisfaction of
Party E, in accordance with the content and form of Appendix III hereto.
 3.2.
    
    Party C and Party F agrees and irrevocably instructs Party E to pay the aforesaid
loan provided to Party C and Party F, which used to purchase Party A and Party Bs shares,
directly to Party A and Party B, in accordance with the conditions and terms stated in
the frame agreement.
 3.3.
    
    Party A and Party B agree to contribute their entire income obtained from selling the
 shares in Party D in accordance with the agreement, to perform its repayment obligations
to Party E under the Loan Agreement. The Loan Agreement among Party A, Party B and Party E
will be terminated when Party A and Party B pay off all the loans in accordance with
Article 4.2 hereof.
 3.4.
    
    Party C and Party F agree to enter into new loan agreements with Party E. The new
loan agreements will substitute the Loan Agreement entered into by and among Party A,
Party B and Party E.
 4. Payment and Obligation Set-off
 4.1.
    
    In accordance with article 3.2 hereof, the parties agree the purchase price shall be
paid by Party E to Party A and Party B directly, at the day of share change registration
procedures at industrial and commerce authorities are completed, concerning entire shares
in Party D holding by Party A and Party B, purchased by Party C and Party F (Registration
Day). Whereas Party A and Party B shall pay off all the loans when Party E exercises the
purchase option, in accordance with article 3.1 of Loan Agreement, Party E agree the
aforesaid payment made by Party E to Party A and Party B will then be set off by the loan
principal which shall be paid by Party E to Party A and Party B under the Loan Agreement. As the
aforesaid set-off is completed, Party C and Party F are not required to make any other
payments to Party A and Party B for the purpose of paying for the purchase price, and
Party A and Party B are not required to make any other payments to Party E for the purpose
of repaying the loan.




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4.2.
    
    Notwithstanding the foregoing agreement, when the set-off is completed, Party A and
Party B shall issue receipts to Party C and Party F for all purchase price it received
(Party A and Party Bs Receipt, as Appendix IV hereto), and shall expressly acknowledge
Party C and Party Fs payment obligation under the Share Transfer Agreement has been
carried out. Party E shall issue immediately a receipt to Party A and Party B for entire
loan principal it received (Party Es receipt, as Appendix V hereto) after Party A and
Party B have issued the aforesaid Party A and Party Bs receipt, shall expressly
acknowledge Party A and Party Bs payment obligation under the Loan Agreement has been
carried out.
 5. Change of Purchase Option Agreement
 5.1.
    
    The parties agree that, as one prerequisite to Party Es contribution of purchase
price to Party C and Party F, Party C and Party F shall enter into a new purchase option
and cooperation agreement with Party D and Party E, in accordance with the content and
form stipulated in Appendix VI hereto, at the date of the execution of the Share Transfer
Agreement.
 5.2.
    
    Except as otherwise stated or agreed by the parties, all obligations of Party A and
Party B under the original Purchase Option Agreement and Proxy on the voting rights issued
to Party E will be terminated at the registration day.
 6. Change of Pledge Agreement
 6.1.
    
    The parties agree that, as one prerequisite to Party Es contribution of purchase
price to Party C and Party F, Party C and Party F shall enter into a new pledge agreement
with Party E, in accordance with the content and form stipulated in Appendix VII hereto,
at the date of the execution of the Share Transfer Agreement.
 6.2.
    
    The parties agree that, the Pledge Agreement entered into by Party A, Party B and
Party E will be terminated upon the date of this Agreement.
 6.3.
    
    The original Pledge Agreement will be terminated at the Registration Day. Except as
otherwise stated or agreed by the parties, all obligations of Party A and Party B under
the original Pledge Agreement will be terminated at the Registration Day.
 7. Confidentiality
  8. Notification
 8.1.
    
    Any notice, request, requirement and other correspondences required by the Agreement
or made in accordance with the Agreement, shall be made in written form and sent to the
addresses of the parties first above written herein.
 8.2.
    
    Notices hereunder shall be sent to the other partys address and/or number, by ways
of personal delivery, prepaid registered airmail, acknowledged carrier or fax. Such
notices shall be deemed to have been effectively given on the following dates: (1) notices
delivered by person shall be deemed to have been effectively served on the date of
personal delivery; (2) notices sent by prepaid registered airmail shall be deemed to have
been effectively served on the seventh day after the day they were delivered for mailing
(as indicated by the postmark); (3) notices sent by courier service shall be deemed to have been effectively served on the
third day after they were delivered to an acknowledged courier; (4) notices sent by
facsimile shall be deemed to have been effectively served on the first working day after
being transmitted.




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9. Dispute Resolution
 9.1.
    
    Any dispute arises from the interpretation or performance of terms hereof by the
parties, shall be settled through friendly consultation. If the parties fail to make a
written agreement after consultation, the dispute shall be submitted for arbitration in
accordance with the agreement. The arbitration shall be final and exclusive. Unless
otherwise expressly stipulated herein, any party waives expressly its right to submit a
dispute to court for a legal action, and the waiver is irrevocable.
 9.2.
    
    The arbitration shall be submitted to China International Economic and Trade
Arbitration Committee (Arbitration Committee) to be arbitrated in accordance with
then-in-force arbitration rules. The place of arbitration shall be Beijing. Unless
otherwise stipulated in the arbitration award, the arbitration fee (including reasonable
attorney fees and expenses) shall be borne by the losing party.
 10. Supplementary Provisions
 10.1.
    
    The failure or delay of any party hereof to exercise any right hereunder shall not
be deemed as a waiver thereof, nor any single or partial exercise of any right preclude
further exercise thereof in future by the party.
 10.2.
    
    The headings of articles herein are provided for the purpose of index. Such headings
shall in no event be used or affected interpretations of the terms herein.
 10.3.
    
    The conclusion, effectiveness, interpretation of the agreement and the settlement of
disputes in connection therewith, shall be governed by laws of Hong Kong Special
Administration Region of the Peoples Republic of China.
 10.4.
    
    Each party hereunder concludes the agreement with legal purpose. Each term hereof is
severable and independent from the others. If at any time one or more of such terms is or
becomes invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining terms hereof shall not in any way be affected thereby; and the parties shall
make every endeavor to negotiate and arrive at new terms to substitute the invalid,
illegal and unenforceable terms, and preserve as near as possible business purposes of the
original terms.
 10.5.
    
    Upon the effectiveness of the agreement, the parties shall fully perform the
agreement. Any modifications of the agreement shall only be effective in written form,
through consultations of the parties, and obtained necessary authorization and approval by
Party D and Party E respectively.
 10.6.
    
    Matters not covered in the agreement shall be dealt with in a supplementary
agreement, and annexed hereto. The supplementary agreement shall have the same legal force
as the agreement.
 10.7.
    
    The agreement is executed in six original copies, which are equally authentic. Each
party hereto shall hold one copy.
 10.8.
    
    The agreement shall be effective upon execution.




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The Frame Agreement is executed by the following parties:
 Party A: Lin Yang  (signature): /s/
 Party B: Shaoming Shi  (signature): /s/
 Party C: Dongmei Wang  (signature): /s/
 Party D: Zhongcheng Futong Co., Ltd.
Seal: /s/
Authorized Representative (signature):
 Party E: Fortune Software (Beijing) Co., Ltd.
Seal: /s/
Authorized Representative (signature):
 Party F: Wei Cui  (signature): /s/




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Appendix I Option Exercise Notice
 Option Exercise Notice
 
       Fortune Software (Beijing) Co., Ltd.
(Seal)




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Appendix II Share Transfer Agreement
 Share Transfer Agreement
  
 
 WHEREAS:
    THEREFORE
 Article 1 Subject Matter of Transfer
  Article 2 Consideration and Payment
   Article 3 Closing




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Article 4 Representations and Warranties
         Article 5 Notices
  Article 6 Liability for Breach




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Article 7 Governing Law
   Article 8 Effectiveness and Dispute Resolution
    Article 9 Miscellaneous




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Share Transfer Agreement
  
 
 WHEREAS:
    THEREFORE
 Article 1 Subject Matter of Transfer
  Article 2 Consideration and Payment
   Article 3 Share Transfer




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Article 4 Representations and Warranties
         Article 5 Notices
  Article 6 Liability for Breach




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Article 7 Governing Law
   Article 8 Effectiveness and Dispute Resolution
    Article 9 Miscellaneous




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Exhibit III: Loan Agreement and Receipts for the Loan
 LOAN AGREEMENT




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Seal
  (signature)




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LOAN AGREEMENT




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Seal
  (signature)




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RECEIPT




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RECEIPT




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Exhibit IV: Receipts for all of the prices for the transferred shares from Party A and Party B
 Receipt
 
  Lin Yang (Signture)
ID No.: 371100197603010016
 Shaoming Shi (Signture)
ID No.: 371323198204096115




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Exhibit V: Receipts for Loans from Party E
 Receipt
   Fortune Software (Beijing) Co., Ltd. (Seal)