EX-10.8






Exhibit 10.8




SHARE TRANSFER AGREEMENT

in relation to

CHINA LINONG INTERNATIONAL LIMITED



THIS AGREEMENT is made on 18 January 2010 BETWEEN





	(1)	 	Natural Scent Limited, a limited company incorporated in the British Virgin Islands, whose
registered office is situate at P.O. Box 957, Offshore Incorporation Centre, Road Town,
Tortola, British Virgin Islands (the “Seller”); and
	 
	(2)	 	Chic Holdings Limited, a limited company incorporated in Anguilla, whose registered office
is situated at P.O. Box 850, Offshore Incorporations Centre, The Valley, Anguilla, British
West Indies (the “Buyer”).




IT IS AGREED as follows:





	1	 	Definitions and interpretation
	 
	1.1	 	Definitions
	 
	 	 	In this Agreement unless the context requires otherwise:
	 
	 	 	“Buyer’s Warranties” means the warranties and representations set out in clause 5.2.1(a),
and a “Buyer’s Warranty” means any or a specific one of them;
	 
	 	 	“Companies Ordinance” means the Companies Ordinance (Chapter 32 of the Laws of Hong Kong);
	 
	 	 	“Company” means China Linong International Limited, a company incorporated in the British
Virgin Islands with registered number 1017713;
	 
	 	 	“Completion” means completion of the transfer of the Transfer Shares in accordance with
clause 4;
	 
	 	 	“Encumbrance” means any mortgage, charge, pledge, lien, option, restriction, right of first
refusal, right of pre-emption, claim, right, interest or preference granted to any third
party, or any other encumbrance or security interest of any kind (or an agreement or
commitment to create any of the same);
	 
	 	 	“HK$” means Hong Kong dollars, the lawful currency of Hong Kong;
	 
	 	 	“Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of
China;




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	 	 	“Proceedings” means any proceeding, suit or action arising out of or in connection with
this Agreement;
	 
	 	 	“Purchase Price” means HK$1,125,000;
	 
	 	 	“Seller’s Warranties” means the warranties and representations set out in the Schedule and
referred to in clause 5.1, and a “Seller’s Warranty” means any or a specific one of them;
	 
	 	 	“Transfer Shares” means the 25,000 ordinary
shares of nominal value US$0.001 each in the
capital of the Company legally and beneficially owned by the Seller immediately before
Completion, or any one or more of them as the context requires;
	 
	 	 	“US$” means United States dollars, the lawful currency of the United States of America.
	 
	1.2	 	Interpretation
	 
	 	 	In this Agreement, unless the context requires otherwise:






	 	(a)	 	the schedule to this Agreement forms part of this Agreement and shall
have effect as if set out in full in the body of this Agreement;
	 
	 	(b)	 	references to this Agreement or any provision of it or any other document
are to this Agreement, that provision or that document as amended from time
to time in accordance with the terms of this Agreement or that document or
otherwise with the agreement of the relevant parties;
	 
	 	(c)	 	references to any Hong Kong legal term or any legal concept or thing
shall in respect of any jurisdiction other than Hong Kong be deemed to include what
most nearly approximates in that jurisdiction to the Hong Kong legal term;
	 
	 	(d)	 	words importing the singular include the plural and vice versa, words
importing a gender include every gender and references to persons include
corporations, partnerships and other unincorporated associations or bodies of
persons;
	 
	 	(e)	 	the headings in this Agreement are for convenience only and shall be
ignored in the interpretation of this Agreement;
	 
	 	(f)	 	the words and phrases “other”, “including” and “in particular” shall not
limit the generality of any preceding words or be construed as being limited to the
same class as the preceding words where a wider construction is possible; and
	 
	 	(g)	 	references to any enactment shall be construed as including a reference
to that enactment as re-enacted, replaced or modified from time to time, whether
before, on or after the date of this Agreement.




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	2	 	Transfer of the Transfer Shares
	 
	2.1	 	Transfer
	 
	2.1.1	 	The Seller as legal and beneficial owner shall transfer to the Buyer and the Buyer (relying
on the representations, warranties, undertakings and indemnities contained in this Agreement)
shall accept the transfer of the Transfer Shares free from all Encumbrances.
	 
	2.1.2	 	The Buyer shall not be obliged to complete the transfer of any of the Transfer Shares unless
the transfer of all the Transfer Shares is completed simultaneously.
	 
	2.2	 	Effective date of transfer
	 
	 	 	Title to, beneficial ownership of, and any risk attaching to, the Transfer Shares shall
pass to the Buyer on Completion together with all associated rights and benefits
attaching or accruing to them on or after Completion.
	 
	3	 	Consideration
	 
	3.1	 	The consideration for the transfer of the Transfer Shares shall be the payment of the
Purchase Price on Completion by the Buyer to the Seller.
	 
	4	 	Completion
	 
	4.1	 	Completion
	 
	 	 	Completion shall take place immediately after the signing of this Agreement.
	 
	4.2	 	Completion obligations
	 
	4.2.1	 	At Completion, the Seller shall deliver to or to the order of the Buyer:






	 	(a)	 	a duly executed instrument of transfer in respect of the Transfer
Shares completed in favour of the Buyer (or as it may direct);
	 
	 	(b)	 	all share certificates in respect of the Transfer Shares;
	 
	 	(c)	 	all powers of attorney or other authorities (if any) under which the
instrument of transfer in relation to the Transfer Shares have been executed,
together with such other documents as may be required to give a good title to the
Transfer Shares and to enable the Buyer or its nominees to become the registered
holder of them; and
	 
	 	(d)	 	such other documents as the Buyer may reasonably request.






	4.2.2	 	At Completion, the Buyer shall:




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	 	(a)	 	pay the Seller the Purchase Price; and
	 
	 	(b)	 	deliver to the Seller a duly executed instrument of transfer in
respect of the Transfer Shares.






	5	 	Warranties
	 
	5.1	 	Warranties and representations by the Seller
	 
	5.1.1	 	The Seller:






	 	(a)	 	warrants and represents to the Buyer (for itself and as trustee for
its successors in title) that each of the Seller’s Warranties is true and accurate
in all respects and not misleading in any respect; and
	 
	 	(b)	 	acknowledges that the Buyer has entered into this Agreement in
reliance on, among other things, the Seller’s Warranties.






	5.1.2	 	The Seller shall indemnify the Buyer and keep it indemnified against all claims, damages,
losses, outgoings and liabilities whatsoever which may arise out of any breach of the Seller’s
Warranties, together with all costs, charges, interest, penalties and expenses relating
thereto.
	 
	5.2	 	Warranties and representations by the Buyer
	 
	5.2.1	 	The Buyer:






	 	(a)	 	warrants and represents to the Seller (for itself and as trustee for
its successors in title) that:






	 	(i)	 	it is a private company with limited liability and
incorporated and validly existing under the laws of its place of
incorporation;
	 
	 	(ii)	 	it has the right, power and authority and has taken all
action necessary to execute and deliver and to exercise its rights and
perform its obligations under this Agreement and each document to be executed
at or before Completion; and
	 
	 	(iii)	 	this Agreement constitutes and the other documents to be
executed by it and delivered at Completion will, when executed, constitute
legal, valid and binding obligations of it enforceable in accordance with
their respective terms; and






	 	(b)	 	acknowledges that the Seller has entered into this Agreement in
reliance on, among other things, the Buyer’s Warranties.




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	5.2.2	 	The Buyer shall indemnify the Seller and keep it indemnified against all
claims, damages, losses, outgoings and liabilities whatsoever which may arise out of
any breach of the Buyer’s Warranties, together with all costs, charges, interest,
penalties and expenses relating thereto.
	 
	5.3	 	Warranties separate
	 
	5.3.1	 	Each of the paragraphs in the Schedule and clause 5.2.1 (a):






	 	(a)	 	shall be construed as a separate and independent warranty and representation; and
	 
	 	(b)	 	unless expressly provided in this Agreement, shall not be limited by
reference to any other paragraph of the Schedule or clause 5.2.1(a) (as relevant)
or by any other provision of this Agreement;






	5.3.2	 	The Buyer shall have a separate claim and right of action in respect of every breach of a
Seller’s Warranty and the Seller shall have a separate claim and right of action in respect of
every breach of a Buyer’s Warranty.
	 
	5.4	 	Effect of completion
	 
	 	 	Neither the Seller’s Warranties nor the Buyer’s Warranties shall in any respect be
extinguished or affected by Completion.
	 
	6	 	Entire agreement
	 
	6.1	 	This Agreement and any other documents referred to in this Agreement constitute the whole
and only agreement between the parties relating to the subject matters hereof and, except if
and only to the extent repeated in any of the documents referred to, supersedes and
extinguishes any prior drafts, agreements, undertakings, representations, warranties and
arrangements of any nature whatsoever, whether or not in writing, relating thereto.
	 
	6.2	 	Each party to this Agreement acknowledges that in entering into this Agreement and any
other documents referred to in this Agreement on the terms set out therein, it is not relying
upon any representation, warranty, promise or assurance made or given by the other party or
any other person, whether or not in writing, at any time before the execution of this
Agreement which is not expressly set out herein.
	 
	7	 	Further assurances
	 
	 	 	Each party to this Agreement shall from time to time, on being required to do so by the
other party to this Agreement, now or at any time in the future, do or procure the doing
of all such acts and/or execute or procure the execution of all such documents in a form
satisfactory to such requesting party as that requesting party may reasonably consider
necessary for giving full




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	 	 	effect to this Agreement and securing to that requesting party the full benefit of the
rights, powers and remedies conferred upon that requesting party in this Agreement.
	 
	8	 	Waivers and releases
	 
	8.1	 	The rights and remedies of each party to this Agreement are, except where expressly stated to
the contrary, without prejudice to any other rights and remedies available to it. No
neglect, delay or indulgence by any party in enforcing any provision of this Agreement shall
be construed as a waiver and no single or partial exercise of any right or remedy of any party
under this Agreement shall affect or restrict the further exercise or enforcement of any such
right or remedy.
	 
	8.2	 	The liability of any party to this Agreement may in whole or in part be released, compounded
or compromised and if the other party gives time or indulgence to the person under such
liability, this shall in no way prejudice or affect that party’s rights against any other
person under the same or similar liability.
	 
	9	 	Miscellaneous
	 
	9.1	 	Alterations
	 
	 	 	No purported alteration of this Agreement or of any of the documents referred to in this
Agreement shall be effective unless it is in writing, refers specifically to this
Agreement and is duly executed by each party to it.
	 
	9.2	 	Counterparts
	 
	 	 	This Agreement may be executed in any number of counterparts and by the parties to it on
separate counterparts, and each of the executed counterparts, when duly exchanged or
delivered, shall be deemed to be an original, but, taken together, they shall constitute
one and the same instrument.
	 
	9.3	 	Costs
	 
	 	 	Except as provided in this Agreement, each of the parties to this Agreement shall pay its
own respective legal and other costs and expenses in connection with the negotiation,
preparation, execution and performance by it of this Agreement and all ancillary
documents.
	 
	10	 	Governing law and submission to jurisdiction
	 
	10.1	 	This Agreement shall be governed by and construed in accordance with the laws of Hong Kong.




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	10.2	 	The parties to this Agreement irrevocably agree that the courts of Hong Kong are to
have jurisdiction to settle any disputes which may arise out of or in connection with this
Agreement and that accordingly any Proceedings may be brought in such courts.
	 
	11	 	Service of process
	 
	11.1	 	The Seller irrevocably appoints Winston Li as its agent for service of process in Hong Kong
and irrevocably consents to service of process on such person at Unit 1112, the Metropolis
Tower, 10 Metropolis Drive, Hung Hom, Kowloon, Hong Kong.
	 
	11.2	 	The Buyer irrevocably appoints Lei Kan Chang as its agent for service of process in Hong Kong
and irrevocably consents to service of process on such person at Suite 1203, Garden East, 222
Queen’s Road East, Wanchai, Hong Kong.





     THIS AGREEMENT has been executed on the date stated at the beginning.



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Schedule




The Seller’s Warranties


The Seller warrants and represents to the Buyer that:





	1	 	Transfer Shares
	 
	1.1	 	It is the sole legal and beneficial owner of the Transfer Shares.
	 
	1.2	 	There is no Encumbrance on, over or affecting the Transfer Shares and no person has made any
claim to be entitled to any right over or affecting the Transfer Shares.
	 
	2	 	Powers and obligations of the Seller
	 
	2.1	 	It has the right, power and authority and has taken all action necessary to execute and
deliver and to exercise its rights and perform its obligations under this Agreement and each
document to be executed at or before Completion. It is a private company with limited
liability and incorporated and validly existing under the laws of its place of incorporation.
	 
	2.2	 	This Agreement constitutes and the other documents to be executed by it and delivered at
Completion will, when executed, constitute legal, valid and binding obligations of it
enforceable in accordance with their respective terms.
	 
	2.3	 	It is entitled to transfer the full legal and beneficial ownership in the Transfer Shares to
the Buyer on the terms set out in this Agreement.
	 
	2.4	 	No consent, authorisation, licence or approval of or notice to any governmental,
administrative, judicial or regulatory body, authority or organisation or any other person is
required to authorise the execution, delivery, validity, enforceability or admissibility in
evidence of this Agreement or the performance by it of its obligations under this Agreement.
Nor will it be required as a consequence of this Agreement.
	 
	3	 	Solvency
	 
	3.1	 	No order has been made and no resolution has been passed for the winding up of it or for a
provisional liquidator to be appointed in respect of it and no petition has been presented and
no meeting has been convened for the purpose of the winding up of it.
	 
	3.2	 	No receiver (which expression shall include an administrative receiver) has been appointed in
respect of it or in respect of all or any part of its assets.
	 
	3.3	 	It is not insolvent or unable to pay its debts (within the meaning of section 178 of the
Companies Ordinance) and neither has it stopped paying its debts as they fall due.




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	3.4	 	No composition in satisfaction of the debts of it or scheme of arrangement of its
affairs or compromise or arrangement between it and its creditors or members or any class of
its creditors or members has been proposed, sanctioned or approved, and no step is or has
been taken to do any of those things.
	 
	3.5	 	No event analogous to any of the foregoing in respect of it has occurred in or outside Hong
Kong.
	 
	3.6	 	No circumstances have arisen which are likely to result in a transaction to which it is a
party being set aside.
	 
	3.7	 	No unsatisfied judgment is outstanding against it.




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	 	 	 	 	 	For and on behalf of	 	 
	SIGNED by Li Jin

	 	 	)	 	 	NATURAL SCENT LIMITED
	 	 
	for and on behalf of

	 	 	)	 	 	 	 	 
	Natural Scent Limited

	 	 	)	 	 	/s/
Illegible	 	 
	in the presence of:

	 	 	)	 	 	Authorised Signature(s)	 	 
	 

	 	 	 	 	 	(Director)	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ BIAN JING
	 	 	 	 	 	 	 	 
	Witness name: BIAN JING
	 	 	 	 	 	 	 	 
	Address:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SIGNED by He Jie

	 	 	)	 	 	 	 	 
	for and on behalf of

	 	 	)	 	 	 	 	 
	Chic Holdings Limited

	 	 	)	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	/s/ He Jie	 	 
	 

	 	 	 	 	 	(Director)	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Jin Li
	 	 	 	 	 	 	 	 
	Witness name: Jin Li
	 	 	 	 	 	 	 	 
	Address: