Upon the completion of the share transfers contemplated hereunder, the shareholders of Boxin andtheir respective shareholder percentages shall be as follows.2.1 Party D shall be a shareholder of Boxin and hold 45% of the shares of Boxin; and2.2 Party A shall be a shareholder of Boxin and hold 55% of the shares of Boxin.Article 3. Disposition of Assets upon Share Transfer3.1 The parties hereto agree that the credits and debts of Boxin occurred before the sharetransfers contemplated hereunder shall be undertaken by the former shareholders of Boxin, and thecredits and debts occurred after the share transfers shall be undertaken by the new shareholders ofBoxin.3.2 Except for the fixed assets and working capital shown on the accounting books of Boxin whichshall belong to the former shareholders of Boxin, all the other assets of Boxin, including withoutbeing limited to trademarks, trade names and domain names, shall be transferred to the Transfereestogether with the transferred shares. The Transferees shall have the obligation to inject workingcapital to Boxin for its continuing operation and adjust accounting items in accordance withapplicable accounting standards.3.3 The parties agree that after Party D and Party E have acquired the shares of Boxin, they willfind a new office space for Boxin, and therefore, Party A, Party B and Party C shall be responsiblefor terminating the lease for the current office space with the landlord and settling alloutstanding rental and other amounts.Article 4. Closing Conditions4.1 The Qualification Certificate for Securities Investment Consultancy Business of Boxin haspassed the annual inspection for the years of 2007 and 2008. China Securities RegulatoryCommission’s consent to the share transfers between the Transferors and the Transferees has beenobtained and relevant filing procedures have been completed.4.2 The lease agreement for the current office space of Boxin as described in Article 3.3 hereofhas been terminated, and there is no outstanding amount (including rental and other expenses inconnection with the lease agreement and its termination) under such lease agreement.4.3 Except for the persons that the Transferees agree to retain, Boxin has terminated its laborrelationship with all its former employees and has paid all relevant amounts in connection withsuch termination, including without being limited to severance payment, contribution to socialinsurance fund, contribution to housing fund and individual tax.4.4 The Company has disclosed to the Transferees all the contracts, agreements, covenants andcooperation in any form, whether business or non-business, between them and any other entities(collectively the “Former Contracts”). The Company should have terminated the performance ofaforesaid Former Contracts with the third parties, except the performance of a Former Contract hasbeen approved by the Transferees in writing. On the closing date, the Transferors should providethe Transferees with relevant agreements regarding termination of Former Contracts.4.5 The Company has went through all necessary internal procedures for the transaction contemplatedhereunder, including without being limited to the shareholders’ resolution and board resolutionapproving the transaction under this Agreement.Article 5. Transfer of Shares and Payment of Consideration5.1 Payment of Consideration5.1.1 Party D and Party E shall pay a consideration of RMB4,000,000 to get the 100% shares of Boxintransferred by Party A, Party B and Party C. Within five days after the execution of thisagreement, Party D and Party E shall pay RMB200,000 (“Deposit”) to Party A, Party B and Party C.5.1.2 After the registration procedures for the share transfers have been completed and on the daywhen the Transferees are showed with the original and official copies of the new Business Licenseof Boxin reflecting the share transfers (“Closing Date”), Party D and Party E shall payRMB3,600,000 to Party A, Party B and Party C. The relevant expenses for administrative andindustrial registration with respect to the share transfers shall be undertaken by the Transferees.
 

 
5.1.3 Upon the first anniversary of the Closing Date, and after the post-closing undertakingsprovided in Article 6 hereof have been fulfilled, the Transferees shall pay the remaining part ofthe consideration (RMB200,000) (“Transaction Deposit”) to the Transferors. In the event that theTransferees and Boxin suffer losses due to the Transferors’ breach of their undertakings hereunder,the Transferees shall have the right to set off such losses against the Transaction Deposit. If theTransaction Deposit is not sufficient to cover such losses, the Transferors should undertakerelevant compensation liabilities in accordance with this agreement.5.2 On the Closing Date, the Transferors should deliver the company chop, financial chop,accounting books, financial receipts, registration materials, application documents for thequalification of securities investment consultancy, the Qualification Certificate for SecuritiesInvestment Consultancy Business and all other documents, materials and agreements of Boxin to theTransferees.5.3 The Transferors designate the following bank accounts to receive the payment for sharetransfers. Each Transferee shall remit 50% of the consideration for share transfers to thefollowing accounts. The Transferees shall be deemed having their payment obligation fulfilled ifthey have remitted the payment for share transfers to the following accounts. The allocation ofconsideration for share transfers between the Transferees shall have nothing to do with theTransferors.Raojian ChenBank: China Merchants Bank Guangzhou Huangbudadao BranchAccount No.: 6225 8812 0173 5759Guihua GaoBank: China Merchants Bank Guangzhou Huangbudadao BranchAccount No.: 6225 8812 0173 56685.4 Party A, Party B and Party C should issue a receipt to the Transferees upon their receipt ofthe payment from the Transferees.Article 6. Post-Closing Undertakings6.1 Capital Contribution.Unless otherwise disclosed in this agreement or the disclosure schedule, no entity has everpurchased or obtained through other means (i) the shares of the company; or (ii) the options,security interests, privileges, subscription rights, purchasing right, or other similar rights withrespect to the shares of the company. The company has never entered into any commitment, contract,agreement, arrangement or understanding with respect to issuance of stock, shares or securities.6.2 Deficiency in Capital ContributionNeither the company nor its subsidiaries have made any false capital contribution or withdrawncapital contribution. There is no trust or management arrangement with respect to the shares of thecompany.6.3 Licenses and PermitsThe licenses and permits that the company holds for its business operation include but not limitedthe followings:6.3.1 Business License (official and original copy)6.3.2 Organizational Code Certificate (official and original copy)6.3.3 Enterprise Tax Registration Certificate (official and original copy)6.3.4 Qualification Certificate for Securities Investment Consultancy Business (No. 0145)6.3.5 The domain name and website of the company (www.gzboxin.com)6.4 Material Contracts
 

 
All the contracts that the company has signed as a party or have binding effect on the company, andcomply with any of the following circumstances shall be collectively referred to as “MaterialContracts”: (i) contracts that have been signed beyond normal business activities; (ii) thecontracts under which the amount payable or receivable exceeds RMB100,000; (iii) the company or itsshareholder’s arrangement or agreements or other similar arrangements or agreements which areentered into with the purpose to regulate, restrict or otherwise affect the voting right anddisposition of stock right or interests; or (iv) based on the company’s reasonable judgment, thosecontracts that will have other material impact on the company.Any contract to which the company is a party or by which the company is bound shall be deemed as“Material Contract” if (i) it is signed not in the ordinary course of business; (ii) the totalpayable or receivable amount under it is above RMB100,000; (iii) it is the company or itsshareholders’ arrangement or agreement with the purpose to regulate, control or otherwise affectthe voting right, stock right or share equity interest; or (iv) to the reasonable judgment by thecompany, it has any other material impact on the company. The company has provided the Transfereeswith all true and complete copies of the Material Contracts. The company and other concernedparties have not (to the knowledge of the company) failed to perform, comply with or fulfill (orconstitute failure in performance and compliance after being notified or as the passing of time)the Material Contracts. All the Material Contracts have been terminated in accordance with Article4.4 hereof, except for those that the Transferees have agreed to continue to perform.6.5 Special Financial ArrangementUnless otherwise provided in the footnotes of the financial statements, the company has never madeany financing arrangement or “out of balance sheet arrangement” that does not need to be reflectedin its financial statements.6.6 Completeness of Financial ReceiptsThe company should ensure that all its financial receipts are true and complete.6.7 The Company has reported and paid all taxes in accordance with law and regulations. There is nounderpayment or default of payment and the Company has never been penalized by tax authority.6.8 There is no other information, legal document or financial issue that will cause losses toBoxin, but has not been disclosed to the Transferees.Article 7 Liabilities for Breach of Agreement7.1 The Transferors and the Transferees should ensure the successful completion of the sharetransfers (shareholders can be changed upon the completion of the share transfers). After thisagreement has taken effective, in the event that this agreement cannot be enforced due to thereasons other than occurrence of force majeure events or one party expresses or its acts indicatethat it will not perform its obligations hereunder, if the non-performing parties are theTransferors, the Transferors should return double of the Deposit to the Transferees, and if thenon-performing parties are the Transferees, the Transferees shall lose the right to claim return ofthe Deposit.7.2 The Transferees should pay the consideration agreed in this agreement in full and on time inaccordance with this agreement. If there is any delay in the payment of consideration, theTransferees should pay an overdue fine in an amount equal to 2‰ of the outstanding amount to theTransferors for each day of delay in payment. If the Transferees have delayed the payment for tendays, they will be deemed to be in breach of this agreement. In such case, apart from continuing toperform this agreement, the Transferees should pay a liquidate damage of RMB200,000 to theTransferors.7.3 If, due to any reason attributable to the Transferors or attributable to the activities ofBoxin before Closing, any person claims for liability and compensation against the Transferees, theTransferors commit to assume joint liability for indemnifying the Transferees from anycompensation, loss and expenses. The term of such Transferors’ joint liability shall be effectivefor two (2) years from the Closing Date.7.4 If Party A, Party B or Party C made any false representation about Boxin at the time when thisagreement was executed, Party D and Party E shall have the right to refuse the purchase of theshares, and even terminate this agreement. In such case, Party A, Party B and Party C shall bedeemed to be in breach
 

 
of this agreement. This agreement shall be terminated after the Transferors have sent out thetermination notice to the Transferees. Party A, Party B and Party C should, within five days afterreceiving the termination notice from Party D and Party E, pay the Transferees RMB200,000 asliquidated damage and return the Deposit to the Transferees.Article 8. Scope of Force Majeure“Force Majeure” shall mean any event that is unforeseeable, unavoidable and out of the control of aparty, including without being limited to the followings: (1) war, blockage, embargo or government sanction that directly affects the transactioncontemplated hereunder;  (2) civil disturbance that directly affects the transaction contemplated hereunder;  (3) flood, hurricane, earthquake, explosion or other natural disasters that directly affect thetransaction contemplated hereunder; and  (4) other Force Majeure events that all parties agree will directly affect the transactioncontemplated hereunder, including without being limited to the decision of GovernmentAuthority with respect to the approval or registration of the transaction contemplatedhereunder.Article 9. OthersTaxes and FeesThe parties shall undertake their respective expenses for the transaction contemplated hereunder,including the expenses for drafting, executing, delivering and performing this agreement andrelevant attorney fee, accounting fee, auditing fee and other expenses. The notary expenses forthis agreement shall be jointly undertaken by the Transferors and the Transferees.The parties shall undertake their own part of taxes accrued for the transaction contemplatedhereunder in accordance with Law.EffectivenessThis agreement will take effect after being signed by the parties, their legal representatives orauthorized representatives. After this agreement has taken effect, if there is any discrepancybetween this agreement and any other written agreements or covenants (e.g. with respect to sharetransfer consideration), this agreement shall prevail.This Agreement shall be executed in eight (8) counterparts with the same legal effect. Each Partyshall hold one (1), and the rest will be kept by the Company.[Signature page follows]
 

 
[Signature page]Transferors:Party A: Raojian ChenID Card No.: 510322197411168219Signature:Party B: Jiansheng ZhouID Card No.: 510229650506021Signature:Party C: Guihua GaoID Card No.: 612728197203151426Signature:Party D: Zhenfei FanID Card No.: 370282197711186915Signature:Party E: Yang YangID Card No.: 11010219820521154XSignature:Date: February 10, 2009