Exhibit 4.119




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Whereas:
 1.
    
    Party A and Party B are current shareholders of Party D and each holding 55% and 45% 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 550,000 and RMB 450,000, 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;
 6.
    
    Party E is intended to exercise the purchase option to purchase entire shares in Party D
holding by Party A in accordance with the Purchase Option Agreement, and designates Party C as
the subject to exercise the aforesaid purchase option.




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Therefore,
 1.
    
    Exercise of the Purchase Option
 1.1.
    
    Party E hereby authorizes Party C in accordance with the purchase option granted to
Party C under Article 2.1 of the Purchase Option Agreement, and Party C agrees to accept
the aforesaid authorization, on behalf of Party E, to purchase entire shares in Party D
holding by Party A 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, purchased by Party C in accordance with
Party Es authorization, shall be the sum of the loan principal lent by Party E to Party
A, which is equivalent to RMB 550,000. (Purchase Price).
 2.
    
    Share Transfer
 2.1.
    
    Party A shall enter into a Share Transfer Agreement (Share Transfer Agreement) with
Party C, 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, purchased by Party
C shall be contributed in full amount by Party E. However, Party C 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 agrees and irrevocably instructs Party E to pay the aforesaid loan provided
to Party C, which used to purchase Party As shares, directly to Party A, in accordance
with the conditions and terms stated in the frame agreement.
 3.3.
    
    Party A agrees 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 and Party E will be terminated
when Party A pay off all the loans in accordance with Article 4.2 hereof.
 3.4.
    
    Party C agrees 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 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, purchased by Party C (Registration Day). Whereas Party A shall pay
off all the loans when Party E exercises the purchase option, in accordance with article
3.1 of Loan Agreement, Party E agrees the aforesaid payment made by Party E to Party A
will then be set off by the loan principal which shall be paid by Party E to Party A under
the Loan Agreement. As the aforesaid set-off is completed, Party C is not required to make
any other payments to Party A for the purpose of paying for the purchase price, and Party
A is not required to make any other payments to Party E for the purpose of repaying the
loan.
 4.2.
    
    Notwithstanding the foregoing agreement, when the set-off is completed, Party A shall
issue receipts to Party C for all purchase price it received (Party As Receipt, as
Appendix IV hereto), and shall expressly acknowledge Party Cs payment obligation under
the Share Transfer Agreement has been carried out. Party E shall issue immediately a
receipt to Party A for entire loan principal it received (Party Es receipt, as Appendix
V hereto) after Party A has issued the aforesaid Party As receipt, shall expressly
acknowledge Party As payment obligation under the Loan Agreement has been carried out.




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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, Party C shall enter into a new purchase option and cooperation agreement
with Party B, 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 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, Party C shall enter into a new pledge agreement with Party B and 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 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.
 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.




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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:
 Shanghai Chongzhi Co., Ltd.  Seal: /s/
 Fortune Software (Beijing) Co., Ltd.  Seal: /s/
 Xun Zhao  (signature): /s/
 Zhengyan Wu  (signature): /s/
 Zhenfei Fan  (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 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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Exhibit IV: Receipts for all of the prices for the transferred shares from Party A
 Receipt
 
  Zhenfei Fan (Signture)
ID No.: 370282197711186915




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