exv10w22






Exhibit 10.22




Equity Transfer Agreement




This Equity Transfer Agreement (this “Agreement”) dated December 31, 2009 is entered into by
and between the following parties in Shanghai, People’s Republic of China (“PRC”):




Party A: Eastern Well Holdings Limited

Address: 18/F, Siu Ying Commercial Building, 151-155 Queen’s Road Central, Hong Kong




Legal Representative: Kwok Ping Sun                      
           Nationality: Hong Kong, PRC




Party B: Easy Victory Holdings Limited

Address: FLAT/RM 2103 FAR EAST CONSORTIUM BLDG 121 DES VOEUX RD CENTRAL, HK




Legal Representative: Joanne Wang             
                       Nationality: Australia




Whereas:





	(1)	 	Shanghai Nobo Commerce and Trade Co., Ltd. (the “Target Company”) has a registered capital of
RMB10 million;
	 
	(2)	 	Party A owns a 100% ownership interest in the Target Company. Party B wishes to purchase
from Party A and Party A wishes to sell to Party B the 100% ownership interest held by Party A
in the Target Company at the purchase price set forth herein.





Therefore, after amicable and equal consultation, in respect of the proposed equity transfer of the
Target Company, both parties agree as follows:





			
	Section 1	 	Amount and Price






	 	 	 	Party A will transfer to Party B the 100% ownership interest it holds in the Target
Company at the price of RMB19 million.






			
	Section 2	 	Closing






	 	 	 	Within 180 days of the date hereof, Party B shall fully pay Party A the
transfer price specified in Section 1 above in a lump sum payment.
	 
	 	 	 	Within 180 days of the date hereof, Party A shall assist Party B in completing the
procedures for approval and registration of the equity transfer contemplated
hereunder.






			
	Section 3	 	Rights and Obligations






	 	 	 	Before the proposed equity transfer becomes effective upon approval by the competent
authority, Party A shall exclusively have such rights and perform




 









 






	 	 	 	such obligations as set forth in the articles of association of the Target Company.
After the proposed transfer becomes effective upon the approval by the competent
authority, Party B shall exclusively have such rights and perform such obligations as
set forth in the amended articles of association of the Target Company.






			
	Section 4	 	Representations and Warranties






	 	1.	 	Party A hereby represents and warrants that:






	 	(1)	 	it owns the sole legal title to the equity interest
to be transferred to Party B as described in Section 1 hereof and it has
the full and legitimate right of disposal with respect thereto. Party A
guarantees that the transferred equity interest is not subject to any
pledge, security and other encumbrance or any third-party claims;
	 
	 	(2)	 	it has the standing and capability to execute and
perform this Agreement and its authorized representative has been granted
full and lawful authorization. This Agreement, upon its execution by the
parties hereto, shall constitute legal and binding obligations of Party A
and shall have legal binding effect upon Party A.






	 	2.	 	Party B hereby represents and warrants that:
	 
	 	 	 	it has the standing and capability to execute and perform this Agreement and
its authorized representative has been granted full and lawful authorization.
This Agreement, upon its execution by the parties hereto, shall constitute
legal and binding obligations of Party B and shall have legal binding effect
upon Party B.






			
	Section 5	 	Liability for Breach






	 	 	 	Each party hereto shall fully perform its obligations hereunder. Either party who is
in breach of this Agreement shall accept such liability for breach as set forth in
this Agreement. The breaching party shall pay liquidated damages to the
non-breaching party at the rate of 1% of the transfer price agreed upon
herein.






			
	Section 6	 	Effectiveness and Termination






	 	1.	 	This Agreement shall take effect upon the execution by both
parties and the approval by the competent commerce authority in Shanghai.
	 
	 	2.	 	This Agreement may terminate if:






	 	(1)	 	both parties agree in writing upon a termination
hereof;




 









 












	 	(2)	 	this Agreement is unable to continue to be performed
due to a force majeure event or any reason not attributable to either
party hereto; or
	 
	 	(3)	 	a party hereto is in material breach of this
Agreement and as a result the performance and fulfillment of this
Agreement has become impracticable as a matter of fact, in which case the
non-breaching party shall have the right to terminate this Agreement by
giving a written notice to the breaching party.






			
	Section 7	 	Governing Law and Dispute Resolution






	 	1.	 	Governing Law. The conclusion, validity, interpretation,
performance and dispute resolution regarding this Agreement and its
modification, amendment, revocation and termination as well shall be governed by
the published PRC laws and regulations.
	 
	 	2.	 	Dispute Resolution. Any dispute arising out of or in connection
with this Agreement shall be resolved by the parties through amicable
consultation. If no resolution can be achieved through such consultation,
either party shall have the right to refer the dispute to the Shanghai
Arbitration Commission for arbitration in accordance with its then-in-effect
arbitration rules. The arbitration shall be conducted in Chinese. The arbitral
award shall be final and legally binding upon both parties.






			
	Section 8	 	Miscellaneous






	 	 	 	This Agreement, written in Chinese, is made in five counterparts and all counterparts
shall have equal legal effect. Party A and Party B shall each hold one counterpart
and the remaining ones shall be filed with the relevant government authorities.





[Remainder of this page intentionally left blank]





 









 








[Signature page]




Party A: Eastern Well Holdings Limited (Official Seal)




By: Kwok Ping Sun




Party B: Easy Victory Holdings Limited (Official Seal)







By: Joanne Wang