chda8k20091111ex10-a.htm


    
      

      

    

    Stock
purchase agreement

     

    Purchaser: Heilongjiang
Hairong Science & Technology Development Co. Ltd

     

    Seller: Chongqing Dinv Ares
Filming Production Co. Ltd

     

                 Chongqing
Dinv Ares Longmao animation Co. Ltd

     

    


     

    Now,
therefore, it is agreed:

     

    1,  Purchaser
agreed to purchase all the assets(excluding the real estate), intellectual
property rights(excluding the advertising company), and all the equity from the
Seller. The films which are shooting now are excluding the acquisition, the
copyright belongs to the original shareholders.

     

    2,  Seller
agreed to sell all the assets(excluding the real estate), intellectual property
rights(excluding the advertising company), and all the equity to the Purchaser.
The films which are shooting now are excluding the acquisition, the copyright
belongs to the original shareholders.

     

    The
specific conditions of the acquisition are as follows:

     

    
      	
               
      

            	
              1.

            	
              Seller
      provides Purchaser a list of company assets(excluding the real
      estate)

            


    

     

    
      	
               
      

            	
              2.

            	
              Purchaser
      only purchase the net assets from Seller, Purchaser does not have
      responsibilities for the loan from the bank or any other liabilities of
      Seller.

            


    

     

    
      	
               
      

            	
              3.

            	
              Seller
      has to provide the financial reports by Purchaser’s
    request.

            


    

     

    
      	
               
      

            	
              4.

            	
              After
      the purchase, Seller’s name won’t be changed  in
      Chongqing

            


    

     

    
      	
               
      

            	
              5.

            	
              After
      the purchase, Seller’s artificial person won’t be changed in
      Chongqing

            


    

     

    
      	
               
      

            	
              6.

            	
              After
      the purchase, Purchaser will  unified financial management.
      Seller in Chongqing will not have financial Dept. any
  more.

            


    

     

    
      	
               
      

            	
              7.

            	
              Purchaser
      makes the purchase by purchasing the common stocks. The purchase price for
      the Shares is the average stock price for five trading
    days.

            


    

     

    
      	
               
      

            	
              8.

            	
              After
      the purchase, Purchaser  100% owns
  Seller.

            


    

     

    


     

    Purchase
Price

     

    After
signing the purchase agreement, Purchaser agreed to give Seller 1 million shares
which Seller could decide how to deal with.

     

    Warranties

     

    Seller
ensures that the list of assets provides by them is authentic. Purchaser
reserves the right to investigate.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Terms of the transition
period

     

    
      	
               
      

            	
              1.

            	
              Seller
      promised to keep and manage well all the assets of the companies during
      the transition period

            


    

     

    
      	
               
      

            	
              2.

            	
              Seller
      promised to keep the assets intact and in good condition during the
      transition period which will be the same as the list handed in to
      Purchaser.

            


    

     

    
      	
               
      

            	
              3.

            	
              Purchaser
      will choose a date and send out professional people to check the Seller’s
      assets. After the assets verification, both the people from Purchaser and
      Seller sign and complete the transfer of
assets.

            


    

     

    
      	
               
      

            	
              4.

            	
              Purchaser
      and Seller both understand the confidentiality to the agreement and all
      the documents related to this agreement. Neither Purchaser nor Seller
      could leak out anything without mutual
  agreement.

            


    

     

    


     

    Purchaser
and Seller agreed to found Fu’s Brother Media Group which located in Beijing.
All other pending details will be discussed to solve.

     

    


     

     

    


     

    
      	
              Purchaser:
      Heilongjiang Hairong Science &

            	
              Seller:
      Chongqing Dinv Ares Filming Production Co. Ltd

            
	
              Technology
      Development Co. Ltd

            	 
      
	 
      	
              Chongqing
      Dinv Ares Longmao animation Co. Ltd

            
	 
      	 
      
	 
      	 
      
	
              Signature
      (Fu Qiang)

            	
              Signature
      (Fu Xiaoyang)

            
	 	 
	
              Date  11/11/2009

            	
              Date  11/11/2009