f8k041910ex10i_apextalk.htm


     

    Exhibit
10.1

     

    
      Guangdong Yi An Investment
Consulting Co., Ltd.

      Share Transfer
Agreement

      


       

      Party  A.
Liang
Weiling            Nationality:
Chinese

      Address:  Room
2014, 20 Lishui Fang, Dongshan District, Guangzhou, China.

      


      Party B.
Chen Yu          Nationality:
Chinese

      Address:  Room
807, 439 Chepo Road, Tianhe District, Guangzhou, China.

      


      Party
C.  Apextalk Holdings, Inc.

      Registered
Address:  637, Howard Street, San Francisco, California.

      Legal
representative: Zeng Chuanda        
Nationality: Chinese

      
 

      According
to the Company Law of the
People’s Republic of China, The Law of The People's Republic of China on
Chinese-Foreign Equity Joint Ventures and Rules for Foreign Investor Merge
with Domestic Enterprise, together with
other related laws and rules.  It is agreed as follows by the parties
on the Share Transfer Agreement:

      


      Party A
is the beneficial owner of 78% of the shares of Guangdong Yi An Investment
Consulting Co., Ltd. (the “Company”); Party B is the beneficial owner of 22% of
the shares of the Company.  Parties A and B agree to sell 51% of the
Company’s issued and outstanding common shares (the “Common Shares”), which is
approved by the Company’s shareholder meeting.

      


      Party A
agrees to sell 29% of the Common Shares to Party C and give up any preemptive
rights.

      


      Party B
agrees to sell 22% of the Common Shares to Party C and give up any preemptive
rights as well. Such Shares are
collectively referred to as the Shares.

      


      
        	
                1)  

              	
                Purchase
      Price

              


      

      


      Subject
to the terms and conditions of this Agreement, Party A agrees to transfer 29% of
the Common Shares to Party C in exchange for an amount of USD 2,270,000 and
Party C agrees to accept such transfer subject to the terms above.

      


      Subject
to the terms and conditions of this Agreement, Party B agrees to transfer 22% of
the Common Shares to Party C in exchange for an amount of USD 1,730,000 and
Party C agrees to accept such transfer subject to the terms above.

      


      Party C
represents that such transfer will be approved by the Board of Party C. Party C
further represents that, subject to the terms of Section (1) of this Agreement,
the payment for such shares will be wire transferred to the designated bank
accounts of Party A and Party B within ninety (90) days after the renewal of
Party C’s business license, of which USD 2,270,000 shall be wire transferred to
Party A’s account and USD 1,730,000 shall be wire transferred to Party B’s
account.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
 

      
        	
                2)  

              	
                Representations
      and Warranties

              


      

      


      As of
November 30, 2009, all of the Company’s assets and liabilities had been duly
audited and confirmed by Party A, Party B and Party C.

      


      Party A
and Party B represent and warrant that they have the ownership of and full legal
rights to the Shares transferred to Party C.  Party A and Party B
further ensure that the Shares are free from any pledge, liens and encumbrances
and are not subject to any third-party claims or litigations. Party A and Party
B will assume all the economic and legal liabilities if the above
representations and warranties are breached.

      


      Party A
and Party B also agree to give up all the preemptive rights.

      


      
        	
                3)  

              	
                Percentage
      of Funding and the Allocation of the Company’s Debts and
      Liabilities

              


      

      


      Following
the effective date of this Agreement, the Company will be changed into a joint
venture and Party A and Party C will enter into a new joint venture agreement
and Articles of Association.  Party A will provide 49% of the funding,
or RMB 24,500,000. Party C will provide 51% of the funding, or RMB 25,500,000.
Party A and Party C will share the interests, risks and losses of the Company in
accordance with their ownership percentage.

      


      
        	
                4)  

              	
                Defaulting

              


      

      


      
        	
                a.  

              	
                In
      the event that either Party fails to perform any of its obligations
      hereunder or the representations and warranties of the Defaulting Party
      are untrue or inaccurate, the Defaulting Party shall reimburse the
      non-defaulting party for losses arising from such breach suffered by the
      non-defaulting party.

              


      

      
        	
                b.  

              	
                If
      Party C fails to pay the purchase price in accordance with the terms of
      this Agreement, Party shall pay a penalty fee equaling to 0.2% of the
      purchase price for each delaying
day.

              


      

      


      
        	
                5)  

              	
                Termination
      and Amendment

              


      

      


      Upon
occurrence of one of the following events, either party can
amend or terminate this Agreement, however, such amendment or termination shall
be in written form signed by all three parties and approved by relevant
government agencies.

       

      
        	
                a.  

              	
                Act
      of God, or any other unavoidable external factors caused without the fault
      of any party, which renders the performance of this Agreement
      impossible.

              


      

      
        	
                b.  

              	
                Release
      of this Agreement as agreed upon by all the Parties.

              


      

      


      
        	
                6)  

              	
                Governing
      Law and Jurisdiction

              


      

      


      
        	
                a.  

              	
                This
      Agreement shall be governed by and construed in accordance with the laws
      of the People’s Republic of China.

              


      

      
        	
                b.  

              	
                All
      disputes arising out of or in connection with this Agreement shall first
      be resolved through negotiations by the Parties.  If such
      disputes are not resolved by negotiation, any Party may file a lawsuit at
      China International Economic and Trade Arbitration Committee to resolve
      such dispute.  The result will be final and binding on all
      Parties.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      
        	
                7)  

              	
                Effectiveness
      of this Agreement

              


      

      


      This
Agreement shall be signed and sealed by the authorized representative of Party
A, Party B and Party C, and approved by the relevant authority.  A
transfer registration shall also be consummated with the registration authority
within 30 days.

      


      
        	
                8)  

              	
                Miscellaneous

              


      

      


      
        	
                a.  

              	
                This
      Agreement is executed in eight (8) copies, each Party shall hold one set
      and the remaining shall be reserved by relevant authorities.

              


      

      
        	
                b.  

              	
                This
      Agreement is signed by Party A, Party B and Party C at Guangzhou on
      December 16, 2009.