EXHIBIT
10.6


 


[English Translation]


 


SHARE TRANSFER AGREEMENT


 


	
  Transferor:

  	
   

  	
  Yi Li

  	
   

  	
  (“Party A”)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID No.:

  	
   

  	
  440301196906023818

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
  24-504, Duqian Village, Futian District, Shenzhen,
  Guangdong

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Transferor:

  	
   

  	
  Yiying Zhang

  	
   

  	
  (“Party B”)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID No.:

  	
   

  	
  44030119400131382X

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
  24-504, Duqian Village, Futian District, Shenzhen,
  Guangdong

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Transferor:

  	
   

  	
  Ying Li

  	
   

  	
  (“Party C”)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID No.:

  	
   

  	
  440301197110233849

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
  24-504, Duqian Village, Futian District, Shenzhen,
  Guangdong

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Transferor:

  	
   

  	
  Shenzhen Chuangyixing Investment Company

  	
   

  	
  (“Party D”)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
  RM 528 Xianke Mechanism & Electronic
  Mansion, Bagua 4th Rood, Futian District, Shenzhen

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Legal Representative: Qiang Li

  	
   

  	
  Title: Chairman

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Transferee:

  	
   

  	
  Grand Sun International Investment Limited

  	
   

  	
  (“Party E”)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
  Room B, 20/F, Wanchai Commercial Centre,
  194-204 Johnston Road, Wan Chai, Hong Kong

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Legal Representative: Yi Li

  	
   

  	
  Title: Chairman

  
	
   

  	
   

  	
   

  
	
  Attorney-in-fact: Yingru Guo

  	
   

  	
  Title: Secretary

  
							



 

















 


Shenzhen Trony Science and Technology Development Co.,
Ltd. (the “Company”) was established in Shenzhen on September 29,
1993, and jointly invested and operated by Party A, Party B, Party C and Party
D. The registered capital of the Company is Twenty Million Renminbi Yuan
(RMB20,000,000), in which Party A has 55% equity interest, Party B has 15%
equity interest, Party C has 5% equity interest, and Party D has 25% equity
interest.


 


Party A is willing to transfer its 55% equity interest
in the Company to Party E, and Party E is willing to accept such transfer;
Party B is willing to transfer its 15% equity interest in the Company to Party
E, and Party E is willing to accept such transfer; Party C is willing to
transfer its 5% equity interest in the Company to Party E, and Party E is
willing to accept such transfer; Party D is willing to transfer its 25% equity
interest in the Company to Party E, and Party E is willing to accept such
transfer.


 


NOW, THEREFORE, Party A, Party B, Party C, Party D and
Party E agree to enter into this agreement (this “Agreement”) with
respect to the equity interest transfer through consultation in accordance with
the Company Law of the People’s Republic of
China and the Contract Law of the
People’s Republic of China.


 


Article 1                                                  Equity Transfer Price and Payment
Schedule and Method


 


1.                                      Party A has 55% equity interest in the
Company. Pursuant to the original contract of the Company, Party A shall
contribute Eleven Million Renminbi Yuan (RMB11,000,000), and has actually
contributed such amount. Party A hereby transfers its 55% equity interest in
the Company to Party E for Twenty Two Million Renminbi Yuan (RMB22,000,000).


 


2.                                      Party B has 15% equity interest in the
Company. Pursuant to the original contract of the Company, Party B shall
contribute Three Million Renminbi Yuan (RMB3,000,000), and has actually
contributed such amount. Party B hereby transfers its 15% equity interest in
the Company to Party E for Six Million Renminbi Yuan (RMB6,000,000).


 


3.                                      Party C has 5% equity interest in the
Company. Pursuant to the original contract of the Company, Party C shall
contribute One Million Renminbi Yuan (RMB1,000,000), and has actually
contributed such amount. Party C hereby transfers its 5% equity interest in the
Company to Party E for Two Million Renminbi Yuan (RMB2,000,000).


 


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4.                                      Party D has 25% equity interest in the
Company. Pursuant to the original contract of the Company, Party D shall
contribute Five Million Renminbi Yuan (RMB5,000,000), and has actually
contributed such amount. Party D hereby transfers its 25% equity interest in
the Company to Party E for Ten Million Renminbi Yuan (RMB10,000,000).


 


5.                                      Party E shall, within ninety (90) days
from the effective date of this Agreement, pay the equity transfer price in the
currency and amount set forth above to Party A, Party B, Party C and Party D
through bank transfer at one time.


 


Article 2                                                  Party
A, Party B, Party C and Party D warrant that they have full right of disposition
to the equity interests to be transferred to Party E, and such equity interests
are free and clear of any and all pledges, seizures, and recourse from any
third party, otherwise, Party A, Party B, Party C and Party D shall bear all
economic and legal liabilities arising therefrom.


 


Article 3                                                  Allocation of Profits and Losses
(including credits and debts):


 


1.                                      Upon effectiveness of this Agreement,
Party E shall share the profits as well as the relevant risks and losses of the
Company based on the ratio of the equity interest transferred to it.


 


2.                                      Party E shall have the right of recourse
against Party A, Party B, Party C and Party D with respect to any losses
suffered by Party E after becoming a shareholder of the Company arising out of
any failure by Party A, Party B, Party C or Party D to inform Party E of the
debts of the Company incurred prior to the equity interest transfer of the
Company strictly according to the facts at the time of executing this
Agreement.


 


Article 4                                                  Liability for Breach


 


1.                                      Upon effectiveness of this Agreement,
each of the parties shall act on its own initiatives to perform its obligations
hereunder. In the event of any failure any party to fully perform its
obligations pursuant to this Agreement, such party shall bear the liabilities
in accordance with law and this Agreement.


 


2.                                      In the event of any failure by Party E to
pay the equity transfer price in a timely manner, it shall pay liquidated
damages to Party A, Party B, Party C and Party D in an amount equal to 0.01% of
the overdue portion of the equity transfer price per day. In the event that the
liquidated damages paid by Party E for the losses suffered by Party A, Party B,
Party C and Party D as a result of Party E’s breach is less than the actual
losses, Party E shall indemnify Party A, Party B, Party C and Party D
separately.


 


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3.                                      In the event of any failure by Party E to
handle the amendment registration in a timely manner or any material effect on
Party E’s realization of the purpose of entering into this Agreement
attributable to Party A, Party B, Party C and Party D, Party A, Party B, Party
C and Party D shall pay liquidated damages to Party E in an amount equal to
0.02% of the portion of the equity transfer price paid by Party E per day. In
the event that the liquidated damages paid by Party A, Party B, Party C and
Party D for the losses suffered by Party E as a result of Party A, Party B,
Party C and Party D’s breach is less than the actual losses, Party A, Party B, Party
C and Party D shall indemnify Party E separately.


 


Article 5                                                  Amendment to or Termination of the
Agreement:


 


Party A, Party B, Party C, Party D and Party E may
agree to amend or terminate this Agreement through consultation. Upon agreement
through consultation on amendment or termination, the parties shall enter into
an amendment or termination agreement separately, and go through the
notarization procedures with Shenzhen Notary Public Office.


 


Article 6                                                  Allocation of Expenses:


 


The relevant expenses incurred in the course of the
equity interest transfer (such as expenses incurred in connection with
notarization, appraisal or audit, and amendment registration with the relevant
administration of industry and commerce) shall be paid by the Company.


 


Article 7                                                  Dispute Settlement:


 


Any dispute arising out of or in connection with this
Agreement shall be settled by Party A, Party B, Party C, Party D and Party E
through friendly consultation. If no settlement can be reached through such
consultation, such dispute shall be submitted to Shenzhen Sub-Commission of
China International Economic and Trade Arbitration Commission for arbitration.


 


Article 8                                                  Conditions of Effectiveness


 


This Agreement shall become effective after being
signed or sealed by Party A, Party B, Party C, Party D and Party E and
notarized by Shenzhen Notary Public Office. The parties shall go through the
amendment registration procedures with the relevant administration of industry
and commerce upon effectiveness of this Agreement.


 


Article 9                                                  This Agreement shall be executed in ten
(10) copies with each of Party A, Party B, Party C, Party D, Party E, the
Company and Shenzhen Notary Public Office holding one (1) copy, the
remaining copies shall be submitted to the relevant authorities.


 


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  Transferor:                       Qiang Li

  	
   

  	
  Transferee:                      Yingru Guo

  
	
   

  	
   

  	
   

  
	
  Seal of Shenzhen Chuangyixing Investment Company

  	
   

  	
  Seal of Grand Sun International Investment Limited

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Yi Li

  	
   

  	
  Date: September 6, 2006

  
	
   

  	
   

  	
   

  
	
  Yiying Zhang

  	
   

  	
  Place: Shenzhen

  
	
   

  	
   

  	
   

  
	
  Ying Li

  	
   

  	
   

  



 


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NOTARY CERTIFICATE


 


(2006)Shen Zheng
Zi No. 107561


 


	
  Applicant:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Transferor (“Party A”):

  	
   

  	
  Yi Li

  	
  ID No.: 440301196906023818

  
	
   

  	
   

  	
   

  	
   

  
	
  Transferor (“Party B”):

  	
   

  	
  Yiying Zhang

  	
  ID No.: 44030119400131382X

  
	
   

  	
   

  	
   

  	
   

  
	
  Transferor (“Party C”):

  	
   

  	
  Ying Li

  	
  ID No.: 440301197110233849

  
	
   

  	
   

  	
   

  	
   

  
	
  Transferor (“Party D”):

  	
   

  	
  Shenzhen Chuangyixing Investment Company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Representative:

  	
  Qiang Li

  
	
   

  	
   

  	
   

  	
   

  
	
  Transferee (“Party E”):

  	
   

  	
  Grand Sun International Investment Limited

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attorney-in-fact:

  	
  Yingru Guo

  



 


Notarization Matter: Equity Interest Transfer
Agreement


 


Party A, Party B, Party C, Party D and Party E applied
to Shenzhen Notary Public Office for notarization of the Share Transfer
Agreement set forth above (the “Agreement”) on September 6, 2006.


 


Upon examination,  Party A, Party B, Party C, Party D and
Party E agreed to enter into the Agreement through consultation. Each party has
the capacity for civil rights and civil conduct as required by law at the time
of executing the Agreement.


 


Shenzhen Trony Science and Technology Development Co.,
Ltd. (the “Company”) was established in Shenzhen on September 29,
1993. The registered capital of the Company is Twenty Million Renminbi Yuan
(RMB20,000,000), in which Party A has 55% equity interest and now intends to
transfer its 55% equity interest in the Company to Party E for Twenty Two
Million Renminbi Yuan (RMB22,000,000), Party B has 15% equity interest and now
intends to transfer its 15% equity interest in the Company to Party E for Six
Million Renminbi Yuan (RMB6,000,000), Party C has 5% equity interest and now
intends to transfer its 5% equity interest in the Company to Party E for Two
Million Renminbi Yuan (RMB2,000,000), and Party D has 25% equity interest and
now intends to transfer its 25% equity interest in the Company to Party E for
Ten Million Renminbi Yuan (RMB10,000,000), and Party E agrees to accept such
equity interests at the price set forth above.


 


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The Agreement executed by the parties reflects their
true expression of intention, and the provisions of the Agreement relating to
the price, payment method and liability for breach are specific and accurate.


 


Based on the facts set forth above, this is to certify
that Party A (Yi Li), Party B (Yiying Zhang), Party C (Ying Li), Party D (Qiang
Li, representative of Shenzhen Chuangyixing Investment Company), and Party E
(Yingru Guo, Attorney-in-fact of Grand Sun International Investment Limited
entered into the Agreement set forth above on September 6, 2006, the
execution of the parties are in compliance with Article 55 of the General
Principles of the Civil Law of the People’s Republic of China, the provisions
of the Agreement are in compliance with the relevant provisions of the Company Law of the People’s Republic of China and  the
Contract Law of the People’s Republic of China, and the signatures
and seals of the parties on the Agreement are authentic.


 


Shenzhen Notary Public
Office of the People’s Republic of China


 


Notary Public: Xueping
Guo (Seal)


 


September 10, 2006


 


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