SHENZHEN NEWLAND SECURITIES INVESTMENT AND ADVISORY CO., LTD.
 SHARE TRANSFER AGREEMENT




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TABLE OF CONTENTS
 1 DEFINITIONS AND INTERPRETATIONS
    
    
    41.1
    
    
    Definitions
    
    
    41.2
    
    
    Interpretations
    
    
    72 TRANSFER OF SHAREHOLDERS EQUITY AND CONSIDERATION
    
    
    82.1
    
    
    Transfer of Shareholders Equity
    
    
    82.2
    
    
    Consideration
    
    
    83 REPRESENTATIONS AND WARRANTIES
    
    
    83.1
    
    
    Transferors Representations and Warranties
    
    
    83.2
    
    
    Transferees Representations and Warranties
    
    
    93.3
    
    
    Liabilities
    
    
    94 CLOSING CONDITIONS AND UNDERTAKINGS
    
    
    94.1
    
    
    CLOSING CONDITIONS
    
    
    94.2
    
    
    Undertakings
    
    
    115 POST-CLOSING WARRANTIES AND UNDERTAKINGS
    
    
    115.1
    
    
    Post-Closing Warranties
    
    
    115.2
    
    
    Undertakings
    
    
    126 CONFIDENTIALITY AND EXCLUSIVITY
    
    
    126.1
    
    
    Confidentiality
    
    
    126.2
    
    
    Exclusivity
    
    
    137 BREACH OF AGREEMENT
    
    
    137.1
    
    
    General Provisions
    
    
    137.2
    
    
    Penalties for Transferors
    
    
    138 TERMINATION OF AGREEMENT
    
    
    138.1
    
    
    Termination of Agreement
    
    
    138.2
    
    
    Legal Effect of Termination
    
    
    149 GOVERNING LAW AND DISPUTE RESOLUTION
    
    
    149.1
    
    
    Governing Law
    
    
    149.2
    
    
    Dispute Resolution
    
    
    1410 FORCE MAJEURE
    
    
    1510.1
    
    
    Event of Force Majeure
    
    
    1510.2
    
    
    Consequence of Force Majeure
    
    
    1510.3
    
    
    Notice of Force Majeure
    
    
    1511 NOTICE
    
    
    1512 MISCELLANEOUS PROVIONS
    
    
    1612.1
    
    
    Taxes and Fees
    
    
    1612.2
    
    
    Entire Agreement
    
    
    1612.3
    
    
    Amendment, Revision and Abandonment
    
    
    1612.4
    
    
    Effectiveness
    
    
    1612.5
    
    
    Counterpart
    
    
    16APPENDIX 1 TRANSFERORS REPRESENTATIONS AND WARRANTIES
    
    
    18APPENDIX 2 TRANSFEREES REPRESENTATIONS AND WARRANTIES
    
    
    25APPENDIX 3 DETAILED INFORMATION OF THE COMPANY
    
    
    26APPENDIX 4 DISCLOSURE SCHEDULE
    
    
    28APPENDIX 5 RESTRUCTURING PRIOR TO CLOSING
    
    
    29APPENDIX 6 TERMINATION AGREEMENTS
    
    
    30




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SHARE TRANSFER AGREEMENT
 AGREEMENT
                    A.
    
    Party C holds 77.5% of the shares of Shenzhen Newland Securities Investment and
Advisory Co., Ltd. (hereinafter referred to as Newland or the Company); Party D, Party
E and Party F hold 17.5%, 2.5% and 2.5% of the shares of the Company, respectively.B.
    
    The Company holds 90% of the shares of Shenzhen Stock Market Trend Analysis Magazine
Co., Ltd. (the Stock Market Analysis); the Institute of Shareholding Economy &
Securities Market of the China Development Academy (Shenzhen, China) holds 10% of the
shares of the Stock Market Analysis.C.
    
    Newland holds 100% of the ownership interests in Shenzhen Newland Securities
Investment Training Centre (the Training Centre).D.
    
    The Company holds 40% of the shares of Chongqing Newland Assets Management Co., Ltd.
(the Chongqing Newland).E.
    
    Upon the Closing of the Restructuring (as defined below) of the Company, the
transferees intend to purchase 100% of the shares of the Company.




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F.
    
    The transferors agree to transfer 100% of the shares of the Company to the
transferees.
 Company Law of the Peoples Republic of China
    (1)
    
    Agreement refers to this Share Transfer Agreement.(2)
    
    Transferors refer to Party C, Party D, Party E and Party F, representing all
shareholders of the Company.(3)
    
    Transferees refer to Party A and Party B.(4)
    
    Company or Newland refers to Shenzhen Newland Securities Investment and Advisory
Co., Ltd., a limited liability company duly organized and validly existing under the PRC
law, with a registered capital of RMB 10,000,000.(5)
    
    Training Centre refers to Shenzhen Newland Securities Investment Training Centre, a
private non-enterprise entity (legal person) duly organized and validly existing under the
PRC law, with a registered capital of RMB 100,000.(6)
    
    Institute refers to the Institute of Shareholding Economy & Securities Market of
the China Development Academy (Shenzhen, China).(7)
    
    Stock Market Analysis refers to Shenzhen Stock Market Trend Analysis Magazine Co.,
Ltd., a limited liability company duly organized and validly existing under the PRC law,
with a registered capital of RMB 1,000,000.(8)
    
    Chongqing Newland refers to Chongqing Newland Assets Management Co., Ltd.(9)
    
    Parties refer to the signing parties of this Agreement and their successors,
transferees and authorized representatives; Party refers to any of the above mentioned
parties.(10)
    
    Shareholders Equity refers to stock right and shareholder credit that a
shareholder has on a company and other rights and interests thereon, including without
limitation shareholders right to share profits and the creditors right to claim for the
return of principal and interests.(11)
    
    Consideration shall have the meaning as set forth in Article 2.2 hereof.(12)
    
    Advance Payment shall have the meaning as set forth in Article 2.2 hereof.(13)
    
    Transaction Deposit shall have the meaning as set forth in Article 2.2 hereof.(14)
    
    Closing Condition shall have the meaning as set forth in Article 4.1 hereof.(15)
    
    Undertaking shall have the meaning as set forth in Article 4.2 hereof.(16)
    
    Closing Date shall have the meaning as set forth in Article 2.2 hereof.(17)
    
    Pay Day for Transaction Deposit shall have the meaning as set forth in Article 2.2
hereof.(18)
    
    Effective Date means the date on which this Agreement is signed and sealed by all
Parties, their legal representatives or duly authorized representatives.(19)
    
    Contractual Obligations means, with respect to a person, any and all provisions on
securities or bills issued by such person, or any and all provisions of the agreements,
commitments,




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contracts, licenses, debts, leases, covenants, guarantees, trusts, purchase orders,
undertakings or other contractual arrangements to which such person is one party or by
which such persons property is bound.
 (20)
    
    Transaction Documents refer to this Agreement and any other documents in connection
with the transaction contemplated hereunder.(21)
    
    Former Contracts shall have the meaning as provided in Article 4.1(6) hereof.(22)
    
    Registered Trademarks means the registered trademark (CHINESE CHARACTERS) (Registration
No.:947892) and the registered trademark (CHINESE CHARACTERS) (Registration No.:951808) owned by the
Company and granted by the Trademark Bureau of State Administration of Industry and
Commerce on February 21, 1997.(23)
    
    Securities Consultancy License means the qualification license of the Company for
securities investment consultancy business (no. ZX0078 of) issued by China Securities
Regulatory Commission on January 19, 2004.(24)
    
    Non-Enterprise Registration Certificate means the Non-Enterprise Entity
Registration Certificate (Legal Person) (Minzhengzi No. 010168) of the Company issued by
Shenzhen Municipal Civil Affair Department on May 15, 2008.(25)
    
    License for Private School means the License for Privately School (Jiaomin No.
4403007000073) of the Company issued by Shenzhen Municipal Education Bureau on July 1,
2007.(26)
    
    Restructuring means the restructuring prior to the Closing Date as described in
Appendix 5 hereof.(27)
    
    Material means that an event will be deemed as material if it will have an effect
on the Companys business, assets (including non-fixed assets), liabilities, financial
condition, properties, operation results/projections to the extent that 5% or more of the
net profit or loss of the Company as of the Accounting Date will be affected.(28)
    
    Material Adverse Effect means that an event will be deemed to have a material
adverse effect if it have an effect on the Companys business, assets (including non-fixed
assets), liabilities, financial condition, properties, operation results/future to the
extent that 5% or more of the net profit or loss of the Company as of the Accounting Date
will be affected.(29)
    
    Confidential Information shall have the meaning as set forth in Article 6.1 hereof.(30)
    
    Control (including controlling, being controlled or under common control) means a
relationship between two Entities wherein one Entity has the ability, through the
ownership of securities with voting rights, contract or otherwise, to manage the affairs
of, or to affect significantly the business decisions of the other Entity.(31)
    
    Subsidiaries means any entities or branches directly or indirectly controlled by
the Company;(32)
    
    Entity means any individual, company, organization, partnership, trust, association
(whether incorporated or not), equity joint venture, stock company, limited liability
company, governmental department or other type of entities or organizations, and their
successors (by merger or otherwise).(33)
    
    Related Party means, with respect to an Entity, another Entity which directly or
indirectly controls such Entity, or which is controlled by such Entity, or which is under
common control with such Entity.(34)
    
    Related Person means, (1) any shareholder of the Company and its Subsidiaries; (2)
any board member of the Company and its Subsidiaries; (3) any senior management staff of
the Company and its Subsidiaries; (4) immediate family of any 5% Shareholder or board
member of the Company and its Subsidiaries; and (5) any Entity in which any board member,
senior management or 5% Shareholder of the Company and its Subsidiaries has interests (not
including negatively holding less than 1% of stocks of a listed company).




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(35)
    
    Accounting Date means the cutoff date on which the Transferors shall provide the
Transferees the latest financial statements pursuant to Article 7.1 of Appendix I hereof.(36)
    
    Assets means assets, rights and privileges of any nature, including without being
limited to the rights, intellectual properties and equipment with respect to the
contractual obligations.(37)
    
    Share Capital means all shares, interests, options, rights or other equivalents
with regard to any Entity (no matter in what name they are and whether they are granted
with voting rights), the share capital of such Entity (including but not limited to common
stock and preferred stock) and any right, guarantee or option which is traded or converted
to share capital.(38)
    
    Contingent Obligations means, with regard to any Entity, any direct or indirect
liabilities it assumes, whether it is contingent or not, based on the liability, lease,
stock interests, guarantee, letter of credit or other obligations (whether it is
contractual obligation or otherwise, i.e. Major Obligations) of another Entity (Major
Obligator), including: (a) purchase, repurchase or otherwise acquire such Major
Obligations or any properties which constitute direct or indirect guarantee, (b) pay in
advance or make any prepayment so as to (i) pay off or exempt from any of such Major
Obligations, or (ii) retain the Major Obligators working capital or stock capital, or
maintain the Major Obligators net value of capital, solvency, any item on balance sheet,
income level or financial conditions, (c) purchase property, securities or service mainly
to assure creditor the Major Obligators solvency to such Major Obligation, or (d)
guarantee or indemnify creditor of Major Obligation it will not be liable for loss and
non-performance of obligations.The amount of any Continent Obligation shall be equivalent to the agreed or confirmed
amount of Major Obligation; if it is not agreed or confirmed, the amount of Continent
Obligation shall be equivalent to the maximum reasonably predictable liabilities for the
Major Obligation.(39)
    
    Contractual Obligations means, with respect to a person, any and all provisions on
securities or bills issued by such person, or any and all provisions of the agreements,
commitments, contracts, licenses, debts, leases, covenants, guarantees, trusts, purchase
orders, undertakings or other contractual arrangements to which such person is one party
or by which such persons property is bound.(40)
    
    Disclosure Schedule means the disclosure checklist that the Transferors provide to
the Transferees, in the form and contents to the Transferees satisfactory.(41)
    
    Financial Statements shall have the meaning as set forth in Article 7.1 of Appendix
1 hereof.(42)
    
    5% Shareholder means any Entity that owns, holds or has interests in 5% or more of
the voting right to select the board members of another entity;(43)
    
    Liabilities means, with respect to any Entity, (a) such Entitys debts arising out
of borrowing (including, without limitation, the repayment or other obligations in
connection with guaranteed securities, letters of credit and bank acceptance); (b) the
obligation to pay for any deferred properties or services, excluding the payable amount
and accountable commercial or transaction liabilities arising during normal business
activities; (c) the payment obligation for interest, bank note transactions, ceiling-floor
agreements, whether it is regular or contingent; (d) all debts in connection with the
conditional sales or other retained ownership agreements the Entity has entered into for
obtaining properties (even though the seller or lenders rights or remedies under such
agreements in the event of a default will only be limited to repossession or resale of
such properties); (e) all obligations of such Entity under lease agreements that have been
or should be recorded as capital lease pursuant to international accounting standards; (f)
all liabilities of such Entity in connection with privileged security interests on the
properties or assets owned or controlled by the Entity (excluding the privilege enjoyed by
the lessors under lease arrangements other than those listed in above (e)), no matter
whether the secured debts have been undertaken by the Entity, or whether they can be
claimed against the Entity); and (g) any Contingent Obligations undertaken by such Entity.(44)
    
    Litigation means any lawsuit, case, proceeding, complaint, investigation, inquiry,
claim, prosecution, action, arbitration and administrative or criminal proceedings.




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(45)
    
    Intellectual Property means (i) patents, trade marks, service marks, logos, get-up,
trade names, rights in design, inventions, copyrights (including rights in computer
software with respect to both object and source code) and moral rights, rights in data,
database rights, semi-conductor topography rights, utility models, rights in know-how,
rights in trade secrets, proprietary information and other proprietary materials and other
intellectual property rights, in each case whether registered or unregistered and
including applications and rights to apply for registration, (ii) all rights or forms of
protection having equivalent or similar effect or nature as or to those in paragraph (i)
of this definition which now or in the future may subsist anywhere in the world and (iii)
the right to sue for past, present or future infringement of any of the foregoing rights.(46)
    
    Privileges means trust, pledge, mortgage, transfer, encumbrance and right of
priority of any kind or nature.(47)
    
    PRC or China means the Peoples Republic of China, for the purpose of this
Agreement, shall not include Hong Kong, Macao and Taiwan.(48)
    
    Senior Management means the managerial personnel of the Company and the Training
Centre;(49)
    
    Law means, with respect to any person, any law, decree, treaty, rule, regulation,
right, right of priority, qualification, license, privilege, decision of the arbitrator,
court, governmental authority or stock exchange that is applicable to or bound to such
person or his properties, or in connection with any or all transaction contemplated
hereunder.(50)
    
    Governmental Authority means any governmental authority of the Peoples Republic of
China or any subdivision thereof, whether national, provincial, regional or local, and any
ministry, department, agency, entity or other body exercising executive, legislative,
regulatory or administrative functions of such government of the Peoples Republic of
China or its subdivisions.(51)
    
    Tax means all forms of taxes whether levied by reference to income, profits, gains,
asset values or other reference and statutory, governmental or state impositions, duties,
contributions, rates and levies, imposed by PRC government and other governments with
jurisdictions and their local counterparts at municipal, regional or provincial level, by
way of a withholding or deduction for or on account of tax or otherwise, and all
penalties, charges, costs and interest relating thereto.
  (1)
    
    The whereas clauses and the appendixes hereof are integral parts of this Agreement
and shall have the same effect as if they are put in the context of this Agreement. Any
reference to this Agreement shall be construed as a reference to the Agreement as
supplemented, amended and modified from time to time, and together with the whereas
clause, footnotes and appendixes thereof.(2)
    
    The word Agreement shall refer to the entire agreement rather than any clause,
appendix or part thereof. Unless otherwise indicated in the context, the clauses or
appendixes of this Agreement shall refer to the relevant clauses or appendixes thereof.(3)
    
    The headings of articles and appendixes herein are provided only for the purpose of
easy reference and shall in no event restrict or affect the interpretation of the terms
herein.(4)
    
    Any reference to law, regulations and regulatory documents in this Agreement shall be
construed as a reference to such law, regulations and regulatory documents as amended and
reenacted from time to time.(5)
    
    In the event that an act or measure should be taken within or after a period, when
calculating such period, the respective start date and end date shall not be counted in.
If the last day of such period falls into a non-business day, then the period shall expire
on the next following business day.(6)
    
    In the event that this Agreement expressly provides that a party should perform or
undertake any obligations hereof, such obligations shall be construed as all the rights
and control right (direct




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or indirect) to request such party to perform all it can do with respect to the matters
of other parties so as to ensure the performance of such obligations.
   (1)
    
    Restructuring
  (2)
    
    Share Transfer
     (1)
    
    Deposit
  (2)
    
    Closing Date
  (3)
    
    Earnest Money




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(1)
    
    Completion of Restructuring Prior to Closing
  (2)
    
    Representations and Warranties
  (3)
    
    Due Diligence
  (4)
    
    Internal Approval
  (5)
    
    Joint Authorization
  (6)
    
    Termination of Preceding Contract




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(7)
    
    Termination of Business Cooperation
 Stock Market Analysis www.newrd.cn www.oxnet.cn
 (8)
    
    No Trademark License
  (9)
    
    Valid Securities Consultancy License
  (10)
    
    Valid Non-Enterprise Registration Certificate
  (11)
    
    Valid License for Privately-Run School
  (12)
    
    Completion of Registration
         (13)
    
    Confirmation Letter




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(14)
    
    Refund of RMB 600,000 Profit
  (15)
    
    No Material Adverse Change
  (16)
    
    No Material Decision
  (17)
    
    No Lawsuit
    (1)
    
    The Company has not been required to make up any arrear of payable tax
  (2)
    
    The Company has not been required to make up any contribution to social security
funds
    (1)
    
    Without written consent of the Transferees, the Transferors and its Affiliated
Parties and Related Persons should not separately or collectively use any two of the three
Chinese characters (CHINESE CHARACTERS) (including without being limited to their homophones and
counterparts in traditional Chinese) in their future business (including without being
limited to operation of Stock Market Analysis, the magazine of Stock Market Analysis and
the websites of www.newrd.cn and www.oxnet.cn) as name or logo. In particular, they cannot
use such Chinese characters in their




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trade name, trademark, patent, name of product, title of publication, name of project, name
of website and other propaganda method identifying the owner, or making the public believe
such business has any substantial relationship with the Companys name Newland in any
other way.
 (2)
    
    The Transferors agree to assist the Training Center to pass the annual inspection for
the Non-Enterprise Registration Certificate and the License for Privately School for the
year of 2008 after the Closing Date.(3)
    
    The Securities Consultant License should have passed the annual inspection for the
year of 2007 conducted by China Securities Regulatory Commission.(4)
    
    The Non-Enterprise Registration Certificate/License for Privately School should have
passed the annual inspection for the year of 2008 conducted by the Education Bureau/Civil
Affair Bureau.
  (1)
    
    The Transferors shall undertake all liabilities for the damages/losses suffered by
the Transferees or their Related Parties due to the breach of the above listed warranties
by the Transferors or their Related Parties.(2)
    
    Unless otherwise agreed by the Parties, the Transferors shall undertake and indemnify
the Company from and against all liabilities and responsibilities with respect to the
Company, its shares and assets (including civil or administrative debts such as tax)
accrued prior to the Closing Date, or caused by facts or circumstances occurring prior to
the Closing Date, or caused by untrue, inaccurate and incomplete representations and
warranties.(3)
    
    Even though the Transaction Deposit has been paid, if the Company or its shares and
assets suffer losses due to any of the undertakings prescribed under above Article 4.2
after the Pay Day of Transaction Deposit, the Transferees shall have right to request the
Transferors to compensate the Company or the themselves for their actual losses.
     (1)
    
    The confidential information that should be reported and disclosed pursuant to Law,
listing regulations or the provisions of other judicial or administrative authorities;(2)
    
    The confidential information that is disclosed to a third entity/party with the
written consents of all parties. No news and public announcement with respect to the
transaction contemplated hereunder shall be published without prior written consents of
all parties, unless such public announcements are made pursuant to applicable law or
government requirements.(3)
    
    The information that has already been in the public domain at the time it is
disclosed (unless it entered the public domain due to any breach of the confidentiality
obligations hereunder);




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(4)
    
    The information that has become known to the receiving party through other legal
channel other than the disclosing party;(5)
    
    The information that is independently developed by the receiving party;(6)
    
    The information that the receiving party obtained from a third party who does not
have the confidentiality obligation hereunder; and(7)
    
    The information that the receiving party is permitted by the disclosing party to
disclose.
          (1)
    
    Except under the circumstances provided in Article 8.1(2) hereof, after the execution
of this Agreement, no Party shall terminate this Agreement unilaterally without unanimous
written consent of all Parties.(2)
    
    The Agreement can be early terminated under the following circumstances:
 (a)
    
    During the period between the execution of this Agreement and the Closing
Date, if there is any change or amendment to the applicable law and regulations, and
as a result of this, the content of this Agreement shall not comply with the
applicable law and regulations, and the parties fail to reach an agreement with
respect to revising this Agreement to make it in compliance with the new law and
regulations, the Transferees shall be entitled to terminate this Agreement
unilaterally. The Transferors should return the Deposit to the Transferees within five
(5) days after the receipt of termination notice from the Transferees.(b)
    
    During the period between the execution of this Agreement and the Closing
Date, if any event of Force Majeure occurs and as a result of this, this Agreement
cannot be enforced, or the Closing Conditions provided in Article 4 hereof cannot be
fully satisfied within one (1) month after the execution of this Agreement due to
occurrence of an Force Majeure event, the




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Transferees shall be entitled to terminate this Agreement unilaterally. The Transferors
should return the Deposit to the Transferees within five (5) days after receipt of
termination notice from the Transferees.
 (c)
    
    If, due to the reasons attributable to the Transferees (except for Force
Majeure events provided in Article 10 hereof), the Transferors cannot fully satisfy
the Closing Conditions within one (1) month after the execution of this Agreement (or
an earlier date agreed by the Parties), the Transferors shall be entitled to terminate
this Agreement unilaterally without returning the Deposit to the Transferees. If, due
to the reason attributable to Transferors themselves (except for Force Majeure events
provided in Article 10 hereof), the Transferors cannot fully satisfy the Closing
Conditions within one (1) month after the execution of this Agreement (or an earlier
date agreed by the Parties), the Transferees shall be entitled to terminate this
Agreement unilaterally. The Transferors shall return double of the Deposit to the
Transferees within five (5) days upon receipt of termination notice from the
Transferees.(d)
    
    If, before the Closing Date, the Transferors breach their representations,
warranties or undertakings and such breach has Material Adverse Effect, the
Transferees shall be entitled to terminate this Agreement unilaterally. Transferors
shall return double of the Deposit to the Transferees within five (5) days upon
receipt of termination notice from the Transferees.
  (1)
    
    Once this Agreement is terminated, all Transaction Documents executed in accordance
with this Agreement shall be terminated simultaneously.(2)
    
    If this Agreement is terminated due to the breach of one party, such party shall
compensate the other non-breaching parties for all their direct losses in connection with
the performance of this Agreement in good faith.
     (1)
    
    Any dispute or claim arising from or in connection with the interpretation, breach,
termination and effectiveness of this Agreement shall be settled through friendly
negotiation between the Parties first. When a dispute arises, one party shall initiate
negotiation immediately with the other parties upon receipt of the written request for
negotiation from such other parties. If the dispute cannot be settled within thirty (30)
days through negotiation, any party can submit the dispute to Beijing Arbitration
Committee for arbitration.(2)
    
    The dispute shall be submitted to Beijing Arbitration Commission for arbitration in
accordance with its arbitration rules then in effect. The arbitration tribunal shall
consist of three (3) arbitrators. The Transferors and the Transferees shall each appoint
one (1) arbitrator within thirty (30) days after submitting/receiving the arbitration
request. The Parties may choose arbitrators freely, without being limited by the list of
suggested arbitrators. The third arbitrator shall be designated by the Chairman of the
arbitration commission. In the event a party fails to appoint an arbitrator who accepts
the appointment within thirty (30) days after the first arbitrator has been appointed,
the Chairman of the arbitration commission shall designate one for such party.(3)
    
    Subject to the confidentiality clause hereunder, the Parties shall cooperate with
each other with respect to discovery and provide all information and documents required by
the other party in connection with the arbitration procedure.(4)
    
    The arbitration award shall be final and binding on all parties. Each party may apply
to competent court for enforcement of such arbitration award.




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(1)
    
    war, blockage, embargo or government sanction that directly affects the transaction
contemplated hereunder;(2)
    
    civil disturbance that directly affects the transaction contemplated hereunder;(3)
    
    flood, hurricane, earthquake, explosion or other natural disasters that directly
affect the transaction contemplated hereunder; and(4)
    
    other Force Majeure events that all parties agree will directly affect the
transaction contemplated hereunder, including without being limited to the decision of
Government Authority with respect to the approval or registration of the transaction
contemplated hereunder.




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(1)
    
    The Parties shall undertake their respective expenses for the transaction
contemplated hereunder, including the expenses for drafting, executing, delivering and
performing this Agreement and relevant attorney fee, accounting fee, auditing fee and
other expenses. The notary expenses for this Agreement shall be jointly undertaken by the
Transferors and the Transferees.(2)
    
    The Parties shall undertake their own part of taxes accrued for the transaction
contemplated hereunder in accordance with Law.
  (1)
    
    This Agreement and appendixes hereof shall constitute the entire agreement between
the Parties with respect to the subject of this Agreement, and shall supersede all oral or
written letters of intent, agreements, contracts, memorandums and correspondences the
Parties have made with respect to the subject of this Agreement.(2)
    
    The Parties may enter into a separate share transfer agreement in a simple form for
the purpose of registration with the administration of industry and commerce. The Parties
agree that even though the Parties have signed the share transfer agreement in simple
form, their rights and obligations with respect to the share transfer shall still be
subject to this Agreement. No party can resist the performance of this Agreement or try to
make this Agreement void based on the provisions of the share transfer agreement in simple
form.




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PARTY A: LINGHAI MASignature:PARTY B: LIN YANGSignature:PARTY C: SHENZHEN GUOXUAN CAPITAL HOLDING CO., LTD.(seal)Signature:(Legal/Authorized Representative)PARTY D: THE TRADE UNION OF SHENZHEN NEWLAND SECURITIES INVESTMENT ADVISORY CO., LTD(seal)Signature:(Legal/Authorized Representative)PARTY E: ZHAOWEN LISignature:PARTY F: SHIQIN WANGSignature:




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APPENDIX 1 TRANSFERORS REPRESENTATIONS AND WARRANTIES
   1.1.
    
    Duly established, good standing and qualification
  1.2.
    
    Articles of Association
  1.3.
    
    Capital of the Company
  1.4.
    
    Capital Contribution
  1.5.
    
    Deficiency in Capital Contribution and Substitute Holder
  1.6.
    
    Certificates and Licenses
  1.6.1.
    
    Business License (original & duplicate);1.6.2.
    
    Organization Code Certificate (original & duplicate);1.6.3.
    
    Tax Registration Certificate (original & duplicate);1.6.4.
    
    License for Value-added Telecommunication Business (No.: Yue B2-20080197);1.6.5.
    
    License for Telecommunication and Message Service;1.6.6.
    
    Securities Consultancy License (No.: zx0078) (Newland);1.6.7.
    
    Non-Enterprise Registration Certificate (Minzhengzi No.010168) (Training Centre);1.6.8.
    
    Trademark License (No.:947892 and No.:951808)(Newland);




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1.6.9.
    
    License for Private School (Jiaomin No.4403007000073) (Training Centre);
 The above listed licenses and certificates are issued by competent governmental
authorities, and are true, lawful and complete.1.7.
    
    Free of Obstacles to Transfer
   2.1.
    
    The Transferors legally hold 100% of the shares of the Company, which are free of
defects, pledge or guarantee, ownership dispute, encumbrance, restriction on the share
transfer contemplated herein. Unless otherwise disclosed in the Disclosure Schedule, at
the Closing Date, there should not be any Privilege on the Companys shares transferred to
the Transferees.2.2.
    
    Newland legally holds 100% of the shares of the Training Centre, which are free of
defects, pledge or guarantee, ownership dispute, encumbrance, restriction on the share
transfer contemplated herein. Unless otherwise disclosed in the Disclosure Schedule, at
the Closing Date, there should not be any Privilege on the Training Centres shares held
by Newland.
  3.1.
    
    Authorization
 The Transferors shall have the full power and capacity to execute, deliver and perform this
Agreement and other Transaction Documents to which they are parties. The Company has taken or
will take all actions before the Closing Date to obtain the approval to the execution, delivery
and performance of this Agreement and other Transaction Documents
 3.2.
    
    Enforcement
 After being executed, the Agreement and other Transaction Documents shall be legally binding
and enforceable on the Transferors.
 3.3.
    
    Approval
 Unless otherwise disclosed in the Disclosure Schedule, the Transferors execution, delivery and
performance of this Agreement and other Transaction Documents or the consummation of the
transaction contemplated in the Agreement and other Transaction Documents on the date of this
Agreement shall not be subject to any consent, approval, order or authorization of the
Governmental Authority or any other responsible department, or any registration, qualification
verification, designation, report or filing for record with the foregoing responsible
department.
 3.4.
    
    No Default
 The Transferors execution, delivery and performance of this Agreement and other Transaction
Documents have not:
 3.4.1.
    
    violated any of their articles of association and other constitutional documents;3.4.2.
    
    caused their violation of any obligation under the agreement to which they are
parties, or by which their properties or assets are bound, or which accelerates the
performance of obligations;3.4.3.
    
    violated any applicable law, order, decree, injunction or judgment made by judicial
or governmental authority.
 3.5.
    
    No Commission Fee
 Except as disclosed in the Disclosure Schedule, no person has the right to charge the
Transferors or the Company any commission fee, agency fee or handling fee with respect to this
Agreement, any Transaction Documents or provisions thereof.




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4.1.
    
    Compliance with Law
  4.2.
    
    Approval, License and Permit
  4.3.
    
    Governmental Authority
  4.3.1.
    
    Initiated any litigation or investigation proceedings, which restrict, prohibit or
otherwise encumber the acquirement of shares by the Transferees or any transaction
activities proposed by the Transaction Documents; or4.3.2.
    
    Proposed or enacted any law and regulations that may prohibit or restrict the current
business activities of the Company substantially. Based on reasonable judgment of the
Transferors and the Company, the information required by any Governmental Authority in
connection with the transaction contemplated under this Agreement is normal and not
beyond ordinary scope.
  5.1.
    
    Ownership of Assets
  5.2.
    
    Real Property Lease Document
   6.1.
    
    Material Contracts




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6.2.
    
    Performance
  6.3.
    
    Related Transaction
  6.4.
    
    Authorization for Execution
   7.1.
    
    Financial Statements
  7.2.
    
    Special Financial Arrangement
  7.3.
    
    No Accelerated Loan
  7.4.
    
    Complete Financial Invoices and Vouchers
   8.1.
    
    The Company has reported and paid all taxes in accordance with law and regulations.
There is no underpayment or default of payment and the Company has never been penalized by
tax authority.




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9.1.
    
    Activities since the Accounting Date
  9.1.1.
    
    Interruption or change in the nature, scope or pattern of the business which the
Company legally operates in ordinary course, as a result of which the Company cannot
maintain its continent operation;9.1.2.
    
    Any material change in the customer relationship, assets or liabilities of the Company
disclosed in the financial statements;9.1.3.
    
    The Company fails to pay any amount to its creditors in normal business activities;9.1.4.
    
    The Company fails to repay any fund partially or entirely (not including the debts to
bank);9.1.5.
    
    Except for ordinary business activities and the transaction contemplated hereunder,
the Company purchases, sells, transfers or allocates its assets;9.1.6.
    
    capital expenditure item or capital commitment in excess of RMB1,000,000;9.1.7.
    
    in order to increase the annual salary of its board members or Senior Management, the
Company pays them an amount or interest by means of salary, bonus, incentive fund or
similar in excess of the amount the Company paid them or distributed to them as of the
Accounting Date;9.1.8.
    
    The Company enters into or signs any new service agreement with an annual service fee
in excess of RMB 100,000, or makes any amendment to the service provisions applicable to
any management or Senior Management prior to the Closing Date without imposing any
contractual obligation on them;9.1.9.
    
    Any transaction or event that will (independently or collectively) increase the
Companys (potential) tax liability, excluding income tax, sales tax or business tax
accrued from actual income, profits or sale revenue of the Company in ordinary business
transaction;9.1.10.
    
    Any damage, destruction or loss that may have Material Adverse Effect on the assets,
condition or the current or potential business of the Company and such damage,
destruction or loss is not covered by insurance;9.1.11.
    
    The Company gives up any valuable right, or entirely or partially gives up any
material credit right;9.1.12.
    
    Any substantial change or amendment to any Material Contract by which the Company is
bound;9.1.13.
    
    The Company announces or pays any dividend or make other allocation; or9.1.14.
    
    The Company enters into any agreement or covenant related to any of the preceding
items under this Article 9.1.
 9.2.
    
    Insurance
   10.1.
    
    No Litigation




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10.2.
    
    Solvency
   11.1.
    
    Employee Benefit Plan
  11.2.
    
    Labor Relationship
   12.1.
    
    Self-Owned Intellectual Property
  12.2.
    
    Licensed Intellectual Property
  12.3.
    
    Infringement
  12.4.
    
    IP-Related Dispute




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12.5.
    
    Restrictions on Use of Intellectual Property




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APPENDIX 2 TRANSFEREES REPRESENTATIONS AND WARRANTIES
  1.
    
    The Transferees warrant that they have full capacity and power to execute this Agreement and
other Transaction Documents;2.
    
    The Transferees warrant that the execution, delivery and performance of this Agreement and
other Transaction Documents do not violate any of their obligations under applicable law,
government order, decree, judgment and provisions.3.
    
    The Transferees have the power to execute and deliver this Agreement and other Transaction
Documents to which they are parties and to perform all obligations thereunder. After this
Agreement and other Transaction Documents have been executed, they shall be lawful, effective
and binding on the Transferees, and shall be enforceable against the Transferees, unless such
enforcement is subject to all applicable law and regulations with respect to insolvency, delay
in payment that commonly affect the creditors right or similar.4.
    
    Except for those disclosed to the Transferors in writing, the Transferees are not charged any
commission fee for brokerage or agent or other similar expenses and fees based on any
agreement, arrangement or understanding entered into by the Transferees or any of Transferees
activities.




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APPENDIX 3 DETAILED INFORMATION OF THE COMPANY
 1.
    
    Shareholding Structure Prior to Closing
 
 1.1
    
    Shenzhen Newland Securities Investment Advisory Co., Ltd.
 i.
    
    Registered Address: Room 1603, 16/F, B Block, Changxing Mansion, Huaqiang North
Road, Futian, Shenzhen, Guangdong, PRCii.
    
    Date of Establishment: January 16, 1992iii.
    
    Place of Incorporation: Shenzheniv.
    
    Registered Capital: RMB 10,000,000v.
    
    Shareholders and their respective shareholding percentages as of the date of this
Agreement
 Shareholders Name
    
    Shareholding PercentageParty C
    
    
    77.5
    %Party D
    
    
    17.5
    %Party E
    
    
    2.5
    %Party F
    
    
    2.5
    %Total
    
    
    100
    %
 1.2
    
    Shenzhen Newland Securities Investment Training Centre
 i.
    
    Registered Address: 16/F of Tower B, The Pavilion, No. 4002 Huaqiang North Road,
Futian, Shenzhen, Guangdong, PRCii.
    
    Type: Private non-enterprise unit (Legal person)iii.
    
    Place of Incorporation: Shenzheniv.
    
    Shareholder, amount of its capital contributions to the registered capital and
shareholding percentage as of the date of this Agreement
 Amount of CapitalShareholders Name
    
    Contribution
    
    Shareholding PercentageNewland
    
    RMB 100,000
    
    
    100
    %




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1.3
    
    Shenzhen Stock Market Trend Analysis Magazine Co., Ltd.
 i.
    
    Registered Address: Room 1608, 16/F, B Block, Changxing Mansion, Huaqiang North
Road, Futian, Shenzhen, Guangdong, PRCii.
    
    Date of Establishment: August 9, 2001iii.
    
    Place of Incorporation: Shenzheniv.
    
    Registered Capital: RMB 1,000,000v.
    
    Shareholders, their contributions to the registered capital and shareholding
percentage as of the date of this Agreement
 Shareholders Name
    
    Shareholding PercentageNewland
    
    
    90
    %Institute
    
    
    10
    %Total
    
    
    100
    %
 2.
    
    Shareholding Structure after Closing




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APPENDIX 4 DISCLOSURE SCHEDULE




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APPENDIX 5 RESTRUCTURING PRIOR TO CLOSING




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APPENDIX 6 TERMINATION AGREEMENTS