Unassociated Document


     

    Exhibit
10.10

    
      


       

       

       

       

      SHARE
PURCHASE AGREEMENT

       

      Effective
as of June 23, 2010

       

      Between

       

      RISE
AND GROW LIMITED

       

      and

       

      BEIJING
ZYTX TECHNOLOGY CO., LTD.

       

      (collectively,
as the “Seller”)

       

      and

       

      EVER
TREND INVESTMENT LIMITED

       

      and

       

      BEIJING
SAN TENG DA FEI TECHNOLOGY CO., LTD.

       

      (collectively,
as the “Buyer”)

       

       

       

       

       

      
        
          
          

        

        
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      STOCK
PURCHASE AGREEMENT

       

      THIS STOCK PURCHASE AGREEMENT
(this “Agreement”) is
effective as of June 23, 2010 (the “ Effective Date ”),
by and between Ever Trend Investment Limited, a Hong Kong limited company
(“ETI”) and
Beijing San Teng Da Fei Technology Development Co., Ltd.(“STDF”), a company
organized under the laws of the People’s Republic of China (the “PRC”) and is a
Variable Interest Entity (“VIE”) controlled by ETI through its wholly-owned PRC
subsidiary Run Ze Yong Cheng (Beijing) Technology Co., Ltd. (ETI and STDF
are collectively referred to as the “Buyer ”), and Rise
and Grow Limited (“R&G”), a Hong
Kong limited company, and Beijing ZYTX Technology Co., Ltd.(“ZYTX ”), a company
organized under the laws of PRC and is a VIE controlled by R&G through its
wholly-owned PRC subsidiary New Fortune Associate (Beijing) Information
Technology Co., Ltd. (“NFA”) (R&G and ZYTX are collectively referred to as
the “Seller”),
and also Liu Yong is a resident of PRC, excluding Hong Kong, Macau and Taiwan
(“Agent”), who
is representative and trust agent of the Seller to carry out the completion of
the transaction,.

       

      PRELIMINARY
STATEMENT

       

      Seller
are owners, beneficially and of record, of all of the registered capital and
equity interest of Guang Hua Insurance Agency Company Limited, a limited
liability company organized under the laws of PRC (the “Company”). Seller
desires to sell to Buyer, and Buyer desires to purchase from Seller, all of the
paid-up capital, all issued and outstanding equity stock and all assets of
the Company, which assets include but not limited to the assets identified in
the schedules attached to this Agreement, on the terms and subject to the
conditions set forth herein.

       

      Accordingly,
in consideration of the mutual agreements hereinafter set forth, Buyer and
Seller agree as follows:

       

      ARTICLE
1

      DEFINITIONS AND
INTERPRETATION

       

      Section
1.1 In this Agreement, the following terms have the meanings specified or
referred to in this
Section 1.1 and shall be equally applicable to both the singular and
plural forms.

       

      “Affiliate” means,
with respect to any Person, any other Person which directly or indirectly
controls, is controlled by or is under common control with such
Person.

       

      “Balance Sheet” has
the meaning specified in Section
4.4.

       

      “Balance Sheet Date”
means March 31, 2010.

       

      “Buyer” means ETI
together with its VIE, STDF, which is controlled by ETI through its wholly-owned
subsidiary, RZYC, as set forth in the preamble to this Agreement.

       

      “Buyer Ancillary Agreements”
means all agreements, instruments and documents being or to be executed and
delivered by Buyer under this Agreement or in connection herewith.

       

      “China” or “PRC” means the
People’s Republic of China.

      


      “Claim Notice” has the
meaning specified in Section
10.3.

       

      “Closing” means the
closing of the transfer of the Shares, as defined below, from Seller to
Buyer.

       

      “Closing Date” has the
meaning specified in Section
3.1.

       

      “Company” has the
meaning specified in the first paragraph of this Agreement.

       

      
        
          
          

        

        
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      “Company Agreements”
has the meaning specified in Section 4.16.

       

      “Copyrights” means
United States and foreign copyrights, copyrightable works, and mask work,
whether registered or unregistered, and pending applications to register the
same.

       

      “Court Order” means any
judgment, order, award or decree of any foreign, federal, state, local or other
court or tribunal and any award in any arbitration proceeding.

       

      “Effective Date” has
the meaning set forth in the preamble of this Agreement.

       

      “Encumbrance” means any lien
(statutory or other), claim, charge, security interest, mortgage, deed of trust,
pledge, hypothecation, assignment, conditional sale or other title retention
agreement, preference, priority or other security agreement or preferential
arrangement of any kind or nature, and any easement, encroachment, covenant,
restriction, right of way, defect in title or other encumbrance of any
kind.

       

      “Environmental Law”
means all Requirements of Laws derived from or relating to all federal, state
and local laws or regulations relating to or addressing the environment, health
or safety and all foreign or state equivalents thereof.

       

      “ETI” means Ever Trend
Investment Limited, a company organized under the laws of Hong
Kong.

       

      “Expenses” means any
and all expenses incurred in connection with investigating, defending or
asserting any claim, action, suit or proceeding incident to any matter
indemnified against hereunder (including court filing fees, court costs,
arbitration fees or costs, witness fees, and reasonable fees and disbursements
of legal counsel, investigators, expert witnesses, consultants, accountants and
other professionals).

       

      “Governmental Body”
means any political subdivision or department thereof, any other governmental or
regulatory body, commission, central bank, board, bureau, organ or
instrumentality or any court, in each case whether federal, state, local or
foreign.

       

      “Governmental Permits”
has the meaning specified in Section
4.9.

       

      “Intellectual
Property” means Copyrights, Patent Rights, Trademarks and Trade Secrets
and all agreements, contracts, licenses, sublicenses, assignments and
indemnities which relate or pertain to any of the foregoing.

       

      “Leased Real Property”
has the meaning specified in Section
4.10.

       

      “Losses” means any and
all losses, costs, obligations, liabilities, settlement payments, awards,
judgments, fines, penalties, damages, expenses, deficiencies or other
charges.

       

      “Material Adverse
Effect” means any condition, circumstance, change or effect (or any
development that, insofar as can be reasonably foreseen, would result in any
condition, circumstance, change or effect) that is materially adverse to the
assets, business, financial condition, results of operations or prospects of the
Company.

       

      “NFA” means New
Fortune Associate (Beijing) Information Technology Co. Ltd., a company organized
under the laws of the PRC and a wholly-owned subsidiary of R&G as set forth
in the preamble to this Agreement.

      


      “Owned Software” has
the meaning specified in Section
4.12(g).

      


      “Patent Rights” means Hong
Kong, PRC and foreign patents, patent applications, continuations,
continuations-in-part, divisions, reissues, patent disclosures, inventions
(whether or not patentable or reduced to practice) and improvements
thereto.

       

      
        
          
          

        

        
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      “Permitted Encumbrances” means: (i)
liens for taxes and other governmental charges and assessments arising in the
ordinary course of business which are not yet due and payable, (ii) liens of
landlords and liens of carriers, warehousemen, mechanics and materialmen and
other like liens arising in the ordinary course of business for sums not yet due
and payable and (iii) other liens or imperfections on property which are not
material in amount, do not interfere with, and are not violated by, the
consummation of the transactions contemplated by this Agreement, and do not
impair the marketability of, or materially detract from the value of or
materially impair the existing use of, the property affected by such lien or
imperfection.

       

      “Person” means any
individual, corporation, partnership, joint venture, limited liability company,
association, joint-stock company, trust, unincorporated organization or
Governmental Body.

       

      “Purchase Price” has
the meaning specified in Section
2.2.

       

      “R&G” means Rise
and Grow Limited, a company organized under the laws of Hong Kong.

       

      “Requirements of Laws”
means any foreign, federal, state and local laws, statutes, regulations, rules,
codes or ordinances enacted, adopted, issued or promulgated by any Governmental
Body (including those pertaining to electrical, building, zoning, subdivision,
land use, environmental and occupational safety and health requirements) or
common law.

       

      “RMB” means the legal
currency of the People’s Republic of China.

       

      “RZYC” means Run Ze
Yong Cheng (Beijing) Technology Co. Ltd., a company organized under the laws of
the PRC and a wholly-owned subsidiary of ETI as set forth in the preamble to
this Agreement.

      


      “Seller” means
R&G together with its Variable Interest Entity, ZYTX, which is controlled by
R&G through its wholly-owned subsidiary, NFA, as set forth in the preamble
to this Agreement.

       

      “Seller Ancillary
Agreements” means all agreements, instruments and documents being or to
be executed and delivered by Seller under this Agreement or in connection
herewith.

       

      “Shares” means all of the
paid-up capital, all issued and outstanding equity  interest of the
Company.

       

      “Software” means
computer software programs and software systems, including all databases,
compilations, tool sets, compilers, higher level or “proprietary” languages,
related documentation and materials, whether in source code, object code or
human readable form.

       

      “STDF” means Beijing
San Teng Da Fei Technology Development Co. Ltd., a company organized under the
laws of the PRC and is a VIE controlled by ETI through its wholly-owned PRC
subsidiary RZYC.

      


      “Subsidiaries” means
any corporation, partnership, limited liability company, joint venture or other
entity in which the Company (a) owns, or at any relevant time owned, directly or
indirectly, fifty percent (50%) or more of the outstanding voting securities or
equity interests or (b) is a general partner.

       

      “Tax” means any
present or future tax, levy, impost, duty, charge, fee, deduction or withholding
of any nature and whatever called, by whomsoever, on whomsoever and wherever
imposed, levied, collected, withheld or assessed, including interest, penalties,
additions to tax and any similar liabilities with respect thereto.

       

      “Tax Asset” means any
net operating loss, net capital loss, investment tax credit, foreign tax credit,
charitable deduction or any other credit or tax attribute that could be carried
forward or back to reduce Taxes (including without limitation deductions and
credits related to alternative minimum Taxes).

       

      
        
          
          

        

        
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      “Tax Return” means any
federal, state, local or foreign tax return, declaration, statement, report,
schedule, form or information return or any amendment or attachment to any of
the foregoing relating to Taxes.

       

      “Trademarks” means
Hong Kong, PRC and foreign trademarks, service marks, logos, trade dress and
trade names (including all assumed or fictitious names under which the Company
is conducting business or has within the previous five years conducted
business), whether registered or unregistered, and pending applications to
register the foregoing.

       

      “Trade Secrets” means
confidential ideas, trade secrets, know-how, concepts, methods, processes,
formulae, reports, data, customer lists, mailing lists, business plans, or other
proprietary information.

        

      “VIE” means Variable
Interest Entity.

       

      “ZYTX” means Beijing
ZYTX Technology Co. Ltd., a company organized under the laws of the PRC and is a
VIE controlled by R&G through its wholly-owned PRC subsidiary
NFA.

       

      Section
1.2 Interpretation. As
used in this Agreement, the word “including” means without limitation, the word
“or” is not exclusive and the words “herein”, “hereof”, “hereby”, “hereto” and
“hereunder” refer to this Agreement as a whole. Unless the context otherwise
requires, references herein: (i) to Articles, Sections, Exhibits and Schedules
mean the Articles and Sections of and the Exhibits and Schedules attached to
this Agreement; (ii) to an agreement, instrument or other document means such
agreement, instrument or other document as amended, supplemented and modified
from time to time to the extent permitted by the provisions thereof and by this
Agreement; and (iii) to a statute means such statute as amended from time to
time and includes any successor legislation thereto. The Schedules and Exhibits
referred to herein shall be construed with and as an integral part of this
Agreement to the same extent as if they were set forth verbatim herein. Titles
to Articles and headings of Sections are inserted for convenience of reference
only and shall not be deemed a part of or to affect meaning or interpretation of
this Agreement. References herein to the knowledge of a party or matters or
information known to a party mean the actual knowledge or conscious awareness of
the Chief Executive Officer, Chief Financial Officer, Chairman of the Board or
Manager of such party.

       

      


      ARTICLE
2

      PURCHASE AND SALE OF SHARES; PURCHASE
PRICE

       

      Section
2.1 Purchase and
Sale of Shares. Upon the
terms and subject to the conditions of this Agreement, on the Closing Date,
Seller shall sell, transfer, assign, convey and deliver to STDF, and Buyer shall
purchase from Seller, the Shares, free and clear of all Encumbrances (except for
Permitted Encumbrances).

       

      Section
2.2 Purchase
Price. The purchase price for the Shares shall be HK$1 in cash (the “Purchase
Price”).

       

       

      ARTICLE
3

      CLOSING

       

      Section
3.1 Closing
Date. The Closing shall take place at 9:00 A.M., local time or such later
date as may be agreed upon by Buyer and Seller on the day when the conditions
set forth in Article 8 have been
satisfied, at such place as shall be agreed upon by Buyer and Seller. The time
and date on which the Closing is actually held are sometimes referred to herein
as the “Closing
Date ”.

       

      
        
          
          

        

        
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      Section
3.2 Payment of
Purchase Price.

       

      (a) Subject
to fulfillment or waiver of the conditions set forth in Section 8.1, at the
Closing, Buyer shall pay the Purchase Price by wire transfer of immediately
available funds to the account designated by the Seller.

       

      Section
3.3 Buyer’s Additional
Deliveries. Subject to fulfillment or waiver of the conditions set forth
in Section 8.1
, at the Closing, Buyer shall deliver to Seller all the following:

       

      (a) Copy
of ETI’s Certificate of Incorporation certified as of a recent date by the
appropriate office in Hong Kong;

       

      (b) Copy
of STDF’s Certificate of Incorporation (or equivalent) certified as of a recent
date by the appropriate office in China;

       

      (c) Certificate
of good standing of ETI (or the equivalent) issued as of a recent date by the
appropriate office in Hong Kong;

       

      (d) Certificate
of good standing of STDF (or the equivalent) issued as of a recent date by the
appropriate office in China;

       

      (e) Resolutions
of the Board of Directors of ETI (or the equivalent) authorizing the execution
and performance of this Agreement and the transactions contemplated hereby;
and

       

      (f) Resolutions
of the Board of Directors of STDF (or the equivalent) authorizing the execution
and performance of this Agreement and the transactions contemplated
hereby.

       

      Section
3.4 Seller’ Deliveries. Subject
to fulfillment or waiver of the conditions set forth in Section 8.2, at
Closing, Seller shall deliver to Buyer all the following:

       

      (a) Copy
of R&G’s Certificate of Incorporation certified as of a recent date by the
appropriate office in Hong Kong;

       

      (b) Copy
of ZYTX’s Certificate of Incorporation (or equivalent) certified as of a recent
date by the appropriate office in The People’s Republic of China;

       

      (c) Certificate
of good standing of R&G (or the equivalent) issued as of a recent date by
the appropriate office in Hong Kong;

       

      (d) Certificate
of good standing of ZYTX (or the equivalent) issued as of a recent date by the
appropriate office in The People’s Republic of China;

       

      (e) Resolutions
of the Board of Directors of R&G (or the equivalent) authorizing the
execution and performance of this Agreement and the transactions contemplated
hereby; and

       

      (f) Resolutions
of the Board of Directors of ZYTX (or the equivalent) authorizing the execution
and performance of this Agreement and the transactions contemplated
hereby.

       

      


      ARTICLE
4

      REPRESENTATIONS AND
WARRANTIES OF SELLER

       

      As an
inducement to Buyer to enter into this Agreement and to consummate the
transactions contemplated hereby, Seller hereby jointly and severally represent
and warrant to Buyer and agree as follows:

       

      
        
          
          

        

        
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      Section
4.1 Title to the
Shares; Authority of Seller.

       

      (a) As
of the Closing Date, each Seller has good and valid title to their respective
Shares, free and clear of any and all Encumbrances whatsoever, and none of the
Shares are subject to any outstanding option, warrant, call, or similar right of
any other Person to acquire the same, and none of the Shares are subject to any
restriction on transfer thereof except for restrictions under applicable laws.
Upon consummation of the transactions contemplated hereby in accordance with the
terms hereof, Seller will convey good and valid title to the Buyer of all of the
Shares, free and clear of any and all Encumbrances whatsoever, except for
restrictions on transfer under applicable laws.

       

      (b) Seller
have full power and authority to execute, deliver and perform this Agreement.
This Agreement has been duly executed and delivered by Seller and is the legal,
valid and binding obligation of Seller enforceable in accordance with its terms,
upon execution and delivery by Seller will be a legal, valid and binding
obligation of Seller enforceable in accordance with its terms.

       

      (c) Neither
the execution and delivery of this Agreement or the consummation of any of the
transactions contemplated hereby or thereby nor compliance with or fulfillment
of the terms, conditions and provisions hereof or thereof will:

       

      (i) conflict
with, result in a breach of the terms, conditions or provisions of, or
constitute a default, an event of default or an event creating rights of
acceleration, termination or cancellation or a loss of rights under, or result
in the creation or imposition of any Encumbrance upon any of the assets or
properties of Seller or the Company, under (1) the charter or Bylaws of the
Company, (2) any note, instrument, agreement, mortgage, lease, license,
franchise, permit or other authorization, right, restriction or obligation to
which Seller or the Company is a party or any of the respective assets or
properties of Seller or the Company is subject or by which Seller or the Company
is bound, (3) any Court Order to which Seller or the Company is a party or any
of the respective assets or properties of Seller or the Company is subject or by
which Seller or the Company is bound, or (4) any Requirements of Laws affecting
Seller or the Company or their respective assets or properties; or

       

      (ii) require
the approval, consent, authorization or act of, or the making by Seller or the
Company of any declaration, filing or registration with, any
Person.

       

      Section
4.2 Organization
and Capital
Structure of the Company.

       

      (a) The
Company is a company duly organized, validly existing and in good standing under
the laws of the People’s Republic of China. The Company is duly qualified to
transact business as a foreign corporation and is in good standing in each of
the jurisdictions is transacts business. No other jurisdiction has demanded,
requested or otherwise indicated that the Company is required so to qualify. The
Company has full power and authority to own or lease and to operate and use its
properties and assets and to carry on its business as now
conducted.

       

      (b) The
registered capital of the Company is RMB20,000,000. Except for this Agreement,
there are no agreements, arrangements, options, warrants, calls, rights or
commitments of any character relating to the issuance, sale, purchase or
redemption of any shares of capital stock of the Company. No holder of Company
Common Stock has any preemptive, stock purchase or other rights to acquire
Company Common Stock. All of the outstanding shares of the Company Common Stock
are validly issued, fully paid and nonassessable and were not issued in
violation of any preemptive or similar rights. Seller are the record and
beneficial owner of one hundred percent (100%) of the shares of Company Common
Stock. All of such shares of Company Common Stock are so owned free from all
Encumbrances of any kind.

       

      (c) True
and complete copies of the Certificate of Incorporation (or the equivalent) and
all amendments thereto, of the Charter, as amended to date, and of the stock
ledger of the Company have been delivered to Buyer.

       

      
        
          
          

        

        
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      Section
4.3 Subsidiaries
and Investments. The Company does not have any Subsidiaries.

       

      Section
4.4 Financial
Statements.
Schedule 4.4 contains (i) the unaudited balance sheet of the Company as
of March 31, 2010, (such balance sheet being herein called the “ Balance Sheet ”) and
the related statements of income and cash flows for the three months then ended.
All such statements were (or shall have been) prepared in conformity with GAAP
and fairly present the financial position (on a consolidated and, where
applicable, consolidating basis) of the entities described in such financial
statements as at the respective dates thereof and the results of operations and
cash flows (on a consolidated and, where applicable, consolidating basis)
of the entities described therein for each of the periods then ended, subject,
in the case of any such unaudited financial statements, to changes resulting
from audit and normal year-end adjustments.

       

      Section
4.5 Operations Since Balance Sheet
Date.

       

      (a) Since
the Balance Sheet Date, there has been:

       

      (i) no
material adverse change in the assets, business, operations, liabilities,
profits, prospects or condition (financial or otherwise) of the Company, and no
fact or condition exists or is contemplated or threatened which might reasonably
be expected to cause such a change in the future; and

       

      (ii) no
damage, destruction, loss or claim, whether or not covered by insurance, or
condemnation or other taking adversely affecting any of the assets, business,
operations, condition or prospects of the Company.

        

      Section
4.6 No
Undisclosed Liabilities. The Company is not subject to any liability
(including unasserted claims, whether known or unknown), whether absolute,
contingent, accrued or otherwise, which is not shown or which is in excess of
amounts shown or reserved for in the Balance Sheet, other than liabilities of
the same nature as those set forth in the Balance Sheet and the notes thereto
and reasonably incurred after the Balance Sheet Date in the ordinary course of
business consistent with past practice.

       

      Section
4.7 Reserved.

      


      Section
4.8 Availability
of Assets. The assets owned or leased by the Company constitute all the
assets and properties used in, or necessary for, the operation of the business
of the Company (including all books, records, computers and computer programs
and data processing systems) and are in good condition (subject to normal wear
and tear) and serviceable condition and are suitable for the uses for which
intended.

       

      Section
4.9 Governmental
Permits. The Company owns, holds or possesses all licenses, franchises,
permits, privileges, immunities, approvals and other authorizations from a
Governmental Body which are necessary to entitle it to own or lease, operate and
use its assets and to carry on and conduct its business substantially as
currently conducted, including, without limitation, all licenses necessary to
operate as an insurance agent in China (herein collectively called “Governmental Permits”). Schedule
4.9  sets forth a list and brief description of each
Governmental Permit, except for such incidental licenses, permits and other
authorizations which would be readily obtainable by any qualified applicant
without undue burden in the event of any lapse, termination, cancellation or
forfeiture thereof. Complete and correct copies of all of the Governmental
Permits have heretofore been delivered to Buyer by Seller.

       

      Section
4.10 Real
Property.

       

      (a) The
Company does not own any real property.

       

      (b) Schedule 4.10(B) sets
forth a list and brief description of each lease or similar agreement (showing
the parties thereto, annual rental, expiration date, renewal and purchase
options, if any, the improvements thereon, the uses being made thereof, and the
location and the legal description of the real property covered by, and the
space occupied under, such lease or other agreement) under which (i) the Company
is lessee of, or holds, uses or operates, any real property owned by any third
Person (the “ Leased
Real Property ”). Except as set forth in such Schedule, the Company has
the right to quiet enjoyment of all the Leased Real Property described in such
Schedule for the full term of each such lease or similar agreement (and any
renewal option) relating thereto, and the leasehold or other interest of the
Company in such Leased Real Property is not subject or subordinate to any
Encumbrance except for Permitted Encumbrances. Except for Permitted
Encumbrances, there are no agreements or other documents governing or affecting
the occupancy or tenancy of any of the Leased Real Property by the Company.
Complete and correct copies of any instruments evidencing Encumbrances,
commitments for the issuance of title insurance, title opinions, surveys and
appraisals in Seller’s or the Company’s possession and any policies of title
insurance currently in force and in the possession of Seller or the Company with
respect to each such parcel of Leased Real Property have heretofore been
delivered by Seller to Buyer.

       

      
        
          
          

        

        
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      (c) Neither
the whole nor any part of any real property leased, used or occupied by the
Company is subject to any pending suit for condemnation or other taking by any
public authority, and, to the best knowledge of Seller or the Company, no such
condemnation or other taking is threatened or contemplated.

       

      Section
4.11 Personal
Property.

       

      (a) Schedule 4.11(A)
contains a detailed list of all equipment, vehicles, furniture and other
personal property owned by the Company having an original cost of RMB100,000 or
more. The Company has good and marketable title to all of its assets and
properties free and clear of all Encumbrances, except for Permitted
Encumbrances.

       

      (b) Schedule 4.11(B)
contains a brief description of each lease or other agreement or right, whether
written or oral (including in each case the annual rental, the expiration date
thereof and a brief description of the property covered), under which the
Company is lessee of, or holds or operates, any equipment, vehicle or other
tangible personal property owned by a third Person, except for any such lease,
agreement or right that is terminable by the Company without penalty or payment
on notice of thirty (30) days or less, or which involves the payment by the
Company of rentals of less than RMB400,000 per year.

       

      Section
4.12 Intellectual
Property; Software.

       

      (a) Schedule 4.12
contains a list and description (showing in each case any product, device,
process, service, business or publication covered thereby, the registered or
other owner, expiration date and number, if any) of all Copyrights, Patent
Rights and Trademarks owned by, licensed to or used by the Company.

       

      (b) Schedule 4.12
contains a list and description (showing in each case any owner, licensor or
licensee) of all Software owned by, licensed to or used by the Company, except
Software licensed to the Company that is available in consumer retail stores and
subject to “shrink-wrap” license agreements.

       

      (c) Schedule 4.12
contains a list and description (showing in each case the parties thereto and
the material terms thereof) of all agreements, contracts, licenses, sublicenses,
assignments and indemnities which relate to (i) any Copyrights, Patent Rights or
Trademarks listed in Schedule 4.12, (ii)
any Trade Secrets owned by, licensed to or used by the Company or (iii) any
Software listed in Schedule 4.12
..

       

      (d) The
Company either: (i) owns the entire right, title and interest in and to the
Intellectual Property and Software included in its assets and properties, free
and clear of any Encumbrance; or (ii) has the perpetual, royalty-free right to
use the same.

       

      (e) (i)
All registrations for Copyrights, Patent Rights and Trademarks identified
in Schedule
4.12 as being owned by the Company are valid and in force, and all
applications to register any unregistered Copyrights, Patent Rights and
Trademarks so identified are pending and in good standing, all without challenge
of any kind; (ii) the Intellectual Property owned by the Company is valid and
enforceable; (iii) the Company has the sole and exclusive right to bring actions
for infringement or unauthorized use of the Intellectual Property and Software
owned by the Company, and to the knowledge of Seller and the Company, there is
no basis for any such action; (iv) the Company has taken all actions reasonably
necessary to protect, and where necessary register, the Copyrights, Trademarks,
Software, Patent Rights or Trade Secrets; and (v) the Company is not in breach
of any agreement affecting the Intellectual Property, and has not taken any
action which would impair or otherwise adversely affect its rights in the
Intellectual Property. Correct and complete copies of: (x) registrations for all
registered Copyrights, Patent Rights and Trademarks identified in Schedule
4.12  as being owned by the Company; and (y) all pending
applications to register unregistered Copyrights, Patent Rights and Trademarks
identified in Schedule 4.12  as
being owned by the Company (together with any subsequent correspondence, notices
or filings relating to the foregoing) have heretofore been delivered by Seller
to Buyer.

       

      
        
          
          

        

        
          - 9
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      (f) (i)
No infringement of any Intellectual Property of any other Person has occurred or
results in any way from the operations, activities, products, Software,
equipment, machinery or processes used in the Company’s business; (ii) no claim
of any infringement of any Intellectual Property of any other Person has been
made or asserted in respect of the operations of the Company’s business; (iii)
no claim of invalidity of any Copyright, Trademark or Patent
Right, Software or Trade Secret has been made; (iv) no proceedings are
pending or, to the knowledge of the Company, threatened which challenge the
validity, ownership or use of any Intellectual Property; and (v) neither Seller
nor the Company has had notice of, or knowledge of any basis for, a claim
against Seller that the operations, activities, products, software, equipment,
machinery or processes of the Company infringe any Intellectual Property of any
other Person.

       

      (g) (i)
The Software included in the assets and properties of the Company is not subject
to any transfer, assignment, reversion, site, equipment, or other limitations;
(ii) the Company has maintained and protected the Software included in the
assets and properties of the Company that it owns (the “Owned Software”)
(including all source code and system specifications) with appropriate
proprietary notices, confidentiality and non-disclosure agreements and such
other measures as are necessary to protect the proprietary, trade secret or
confidential information contained therein; (iii) the Owned Software has been
registered or is eligible for protection and registration under applicable
copyright law and has not been forfeited to the public domain; (iv) the Company
has copies of all prior releases or separate versions of the Owned Software so
that the same may be subject to registration in the United States Copyright
Office; (v) the Company has complete and exclusive right, title and interest in
and to the Owned Software; (vi) the Company has developed the Owned Software
through its own efforts and for its own account without the aid or use of any
consultants, agents, independent contractors or Persons (other than Persons that
are employees of the Company); (vii) the Owned Software does not infringe any
Intellectual Property of any other Person; (viii) any Owned Software includes
the source code, system documentation, statements of principles of operation and
schematics, as well as any pertinent commentary, explanation, program (including
compilers), workbenches, tools, and higher level (or “proprietary”) language
used for the development, maintenance, implementation and use thereof, so that a
trained computer programmer could develop, maintain, enhance, modify, support,
compile and use all releases or separate versions of the same that are currently
subject to maintenance obligations by the Company; (ix) there are no agreements
or arrangements in effect with respect to the marketing, distribution, licensing
or promotion of the Owned Software by any other Person; (x) the Owned Software
complies with all applicable Requirements of Laws relating to the export or
reexport of the same; and (xi) the Owned Software may be exported or reexported
to all countries without the necessity of any license, other than to those
countries specified as prohibited destinations pursuant to applicable
regulations of the United States Department of Commerce and/or the United States
State Department.

       

      (h) All
employees, agents, consultants or contractors who have contributed to or
participated in the creation or development of any Intellectual Property or
Software on behalf of the Company or any predecessor in interest thereto either:
(i) is a party to a “work-for-hire” agreement under which the Company is deemed
to be the original owner/author of all property rights therein; or (ii) has
executed an assignment or an agreement to assign in favor of the Company (or
such predecessor in interest, as applicable) of all right, title and interest in
such material.

       

      Section
4.13 Accounts
Receivable. All accounts
receivable of the Company have arisen from bona fide transactions by the Company
in the ordinary course of business.

       

      
        
          
          

        

        
          - 10
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      Section
4.14 Reserved.

       

      Section
4.15 Employee
Relations.

       

      (a) The
Company is not involved in any labor dispute or, to the knowledge of the
Company, is any such dispute threatened. None of the Company’s employees is a
member of a union and the Company believes that its relations with its employees
are good.

       

      (b) Neither
the Company nor any officer, employee or agent or other person acting on its
behalf has, directly or indirectly, given or agreed to give any gift or similar
benefit (other than with respect to bona fide payments for which adequate
consideration has been given) to any customer, governmental employee or other
person who is or may be in a position to help or hinder the business of the
Company (or assist the Company in connection with any actual or proposed
transaction) (i) which might subject the Company to any damage or penalty in any
civil, criminal or governmental litigation or proceeding, (ii) which, if
not continued in the future, would have an adverse effect on the assets,
business, operations or prospects of the Company or which would subject the
Company to suit or penalty in any private or governmental litigation or
proceeding, (iii) for establishment or maintenance of any concealed fund or
concealed bank account.

       

      Section
4.16 Contracts.

       

      (a) The
Company is not a party to or bound by:

       

      (i) any
contract for the purchase, sale or lease of real property;

       

      (ii) any
contract for the sale of goods or services which involved the payment of more
than RMB250,000 in fiscal year ended 2009, which the Company reasonably
anticipates will involve the payment of more than RMB250,000 in fiscal year
ending 2010 or which extends beyond fiscal year ending 2011;

       

      (iii) any
contract for the purchase, licensing or development of software to be used by
the Company;

       

      (iv) any
consignment, distributor, dealer, manufacturers representative, sales agency,
advertising representative or advertising or public relations
contract;

       

      (v) any
guarantee of the obligations of customers, officers, managers, directors,
employees, Affiliates or others;

       

      (vi) any
agreement which provides for, or relates to, the incurrence by the Company of
debt for borrowed money (including, without limitation, any interest rate or
foreign currency swap, cap, collar, hedge or insurance agreements, or options or
forwards on such agreements, or other similar agreements for the purpose of
managing the interest rate and/or foreign exchange risk associated with its
financing);

       

      (vii) any
contract not made in the ordinary course; or

       

      (viii) any
other contract, agreement, commitment, understanding or instrument which is
material to the Company.

       

       (b) Each
of the leases, contracts and other agreements listed in Schedules
4.10(B),
4.11(B), and 4.12 (collectively,
the “Company
Agreements ”) constitutes a valid and binding obligation of the parties
thereto and is in full force and effect and (except for those Company Agreements
which by their terms will expire prior to the Closing Date or are otherwise
terminated prior to the Closing Date in accordance with the provisions hereof)
will continue in full force and effect after the Closing, in each case without
breaching the terms thereof or resulting in the forfeiture or impairment of any
rights thereunder and without the consent, approval or act of, or the making of
any filing with, any other party. The Company has fulfilled and performed its
obligations under each of the Company Agreements, and the Company is not in, or
alleged to be in, breach or default under, nor is there or is there alleged to
be any basis for termination of, any of the Company Agreements and no other
party to any of the Company Agreements has breached or defaulted
thereunder, and no event has occurred and no condition or state of facts exists
which, with the passage of time or the giving of notice or both, would
constitute such a default or breach by the Company or by any such other party.
The Company is not currently renegotiating any of the Company Agreements or
paying liquidated damages in lieu of performance thereunder. None of the Company
Agreements contains terms unduly burdensome to the Company or is harmful to its
business. Complete and correct copies of each of the Company Agreements
have heretofore been delivered to Buyer by Seller.

       

      
        
          
          

        

        
          - 11
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      Section
4.17 No
Violation, Litigation or Regulatory Action.

       

      (a) the
assets of the Company and their uses comply with all applicable Requirements of
Laws and Court Orders;

       

      (b) the
Company has complied with all Requirements of Laws and Court Orders which are
applicable to its assets or business;

       

      (c) there
are no lawsuits, claims, suits, proceedings or investigations pending or, to the
best knowledge of Seller or the Company, threatened against or affecting the
Company nor, to the best knowledge of Seller or the Company, is there any basis
for any of the same, and there are no lawsuits, suits or proceedings pending in
which Seller is the plaintiff or claimant;

       

      (d) there
is no action, suit or proceeding pending or, to the best knowledge of Seller or
the Company, threatened which questions the legality or propriety of the
transactions contemplated by this Agreement; and

       

      (e) to
the best knowledge of Seller or the Company, no legislative or regulatory
proposal or other proposal for the change in any Requirements of Law or the
interpretation thereof has been adopted or is pending which could adversely
affect the Company.

       

      Section
4.18 Environmental
Matters. The operations of the Company comply with all applicable
Environmental Laws.

       

      Section
4.19 Insurance. Schedule 4.19 sets
forth a list and brief description (including nature of coverage, limits,
deductibles, premiums and the loss experience for the most recent five years
with respect to each type of coverage) of all policies of insurance maintained,
owned or held by or for the benefit of the Company on the date hereof. Seller
shall (and shall cause the Company to) keep or cause such insurance or
comparable insurance to be kept in full force and effect through the Closing
Date. Seller has complied (or has caused the Company to comply) with each of
such insurance policies and has not failed to give any notice or present any
claim thereunder in a due and timely manner. Seller has delivered to Buyer
correct and complete copies of the most recent inspection reports, if any,
received from insurance underwriters as to the condition of the assets and
properties of the Company.

       

      Section
4.20 Intentionally Not
Used.

       

      Section
4.21 Bank
Accounts; Powers of Attorney; Minute Books. True and complete copies of
the minute books of the Company have been delivered to Buyer. Such minute books
contain true and complete records of all meetings and other corporate action
taken by the Board of Directors and stockholders of the Company.

       

      Section
4.22 No
Finder. Neither Seller, the Company nor any Person acting on their behalf
have paid or become obligated to pay any fee or commission to any broker, finder
or intermediary for or on account of the transactions contemplated by this
Agreement.

       

      
        
          
          

        

        
          - 12
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      Section
4.23 Intentionally Not
Used.

       

      Section
4.24 Disclosure. None of
the representations or warranties of Seller contained herein, none of the
information contained in the Schedules referred to in this Article 4, and none of the
other information or documents furnished to Buyer or any of its representatives
by Seller or the Company or their representatives pursuant to the terms of this
Agreement, is false or misleading in any material respect or omits to state a
fact herein or therein necessary to make the statements herein or therein not
misleading in any material respect. There is no fact which adversely affects or
in the future is likely to adversely affect the Company or its business in any
material respect which has not been set forth or referred to in this Agreement
or the Schedules hereto.

       

      


      


      ARTICLE
5

      REPRESENTATIONS AND
WARRANTIES OF BUYER

       

      As an
inducement to Seller to enter into this Agreement and to consummate the
transactions contemplated hereby, Buyer hereby represents and warrants to Seller
and agrees as follows:

       

      Section
5.1 Organization
of Buyer.

       

      (a) ETI
is a company duly organized, validly existing and in good standing under the
laws of Hong Kong and has full corporate power and authority to own or lease and
to operate and use its properties and assets and to carry on its business as now
conducted.

       

      (b) STDF
is a company duly organized, validly existing and in good standing under the
laws of the PRC and has full corporate power and authority to own or lease and
to operate and use its properties and assets and to carry on its business as now
conducted.

       

      Section
5.2 Authority of
Buyer.

       

      (a) ETI
has full power and authority to execute, deliver and perform this Agreement. The
execution, delivery and performance of this Agreement and the Buyer Ancillary
Agreements by ETI have been duly authorized and approved by ETI’s board of
directors and do not require any further authorization or consent of ETI or its
stockholders. This Agreement has been duly authorized, executed and delivered by
ETI and is the legal, valid and binding agreement of ETI enforceable in
accordance with its terms, has been duly authorized by ETI and upon execution
and delivery by ETI will be a legal, valid and binding obligation of ETI
enforceable in accordance with its terms.

       

      (b) STDF
has full power and authority to execute, deliver and perform this Agreement. The
execution, delivery and performance of this Agreement by STDF have been duly
authorized and approved by STDF’s board of directors and do not require any
further authorization or consent of STDF or its stockholders. This Agreement has
been duly authorized, executed and delivered by STDF and is the legal, valid and
binding agreement of STDF enforceable in accordance with its terms has been duly
authorized by STDF and upon execution and delivery by STDF will be a legal,
valid and binding obligation of STDF enforceable in accordance with its
terms.

       

      Section
5.3 Neither the execution and delivery of this Agreement or the
consummation of any of the transactions contemplated hereby or thereby nor
compliance with or fulfillment of the terms, conditions and provisions hereof or
thereof will:

       

      (a) conflict
with, result in a breach of the terms, conditions or provisions of, or
constitute a default, an event of default or an event creating rights of
acceleration, termination or cancellation or a loss of rights under (1) the
Certificates of Incorporation or Charters of ETI or STDF, (2) any material note,
instrument, agreement, mortgage, lease, license, franchise, permit or other
authorization, right, restriction or obligation to which either ETI or STDF is a
party or any of their properties are subject or by which they are bound, (3) any
Court Order to which either ETI or STDF is a party or by which it is bound or
(4) any Requirements of Laws affecting either ETI or STDF; or

       

      
        
          
          

        

        
          - 13
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      (b) require
the approval, consent, authorization or act of, or the making by either ETI or
STDF of any declaration, filing or registration with, any Person.

       

      


      ARTICLE
6

      Intentionally
Not Used.

      


       

      ARTICLE
7

      Intentionally
Not Used.

       

      ARTICLE
8

      CONDITIONS PRECEDENT TO
OBLIGATIONS OF PARTIES

       

      Section
8.1 Conditions to
Buyer’s Obligations. The
obligations of Buyer to purchase the Shares pursuant to this Agreement shall, at
the option of Buyer, be subject to the satisfaction, on or prior to the Closing
Date, of the following conditions:

       

      (a) Each
of the representations and warranties of R&G contained or referred to in
this Agreement shall be true and correct on the Closing Date as though made on
the Closing Date, except for changes therein specifically permitted by this
Agreement or resulting from any transaction expressly consented to in writing by
Buyer or any transaction contemplated by this Agreement; and there shall have
been delivered to Buyer a certificate to such effect, dated the Closing Date and
signed on behalf of R&G by an authorized officer of R&G, in addition to
the other deliveries specified in Section
3.4.

      


      (b) Each
of the representations and warranties of ZYTX contained or referred to in this
Agreement shall be true and correct on the Closing Date as though made on the
Closing Date, except for changes therein specifically permitted by this
Agreement or resulting from any transaction expressly consented to in
writing by Buyer or any transaction contemplated by this Agreement; and there
shall have been delivered to Buyer a certificate to such effect, dated the
Closing Date and signed on behalf of ZYTX by an authorized officer of ZYTX, in
addition to the other deliveries specified in Section
3.4.

       

      Section
8.2 Conditions to
Seller’ Obligations. The
obligations of Seller to sell the Shares pursuant to this Agreement shall, at
the option of Seller, be subject to the satisfaction, on or prior to the Closing
Date, of the following conditions:

       

      (a) Each
of the representations and warranties of ETI contained or referred to in this
Agreement shall be true and correct on the Closing Date as though made on the
Closing Date, except for changes therein specifically permitted by this
Agreement or resulting from any transaction expressly consented to in writing by
Seller or any transaction contemplated by this Agreement; and there shall have
been delivered to Seller a certificate to such effect, dated the Closing
Date and signed on behalf of ETI by an authorized officer of ETI, in addition to
the other deliveries specified in Section
3.3.

      


      (b) Each
of the representations and warranties of STDF contained or referred to in this
Agreement shall be true and correct on the Closing Date as though made on the
Closing Date, except for changes therein specifically permitted by this
Agreement or resulting from any transaction expressly consented to in writing by
Seller or any transaction contemplated by this Agreement; and there shall have
been delivered to Seller a certificate to such effect, dated the Closing Date
and signed on behalf of STDF by an authorized officer of STDF, in addition to
the other deliveries specified in Section
3.3.

       

       

      ARTICLE
9

      [Reserved]

      
 

      
        
          
          

        

        
          - 14
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      ARTICLE
10

      INDEMNIFICATION

       

      Section
10.1 Indemnification by
Seller.

       

      (a) Seller
agrees to indemnify and hold harmless Buyer from and against any and all Losses
and Expense incurred by Buyer up to the Purchase Price in connection with or
arising from:

       

      (i) any
breach by Seller of any of its covenants in this Agreement or in any Seller
Ancillary Agreement;

       

      (ii) any
failure of Seller to perform any of its obligations in this Agreement or in any
Seller Ancillary Agreement; or

       

      (iii) any
breach of any warranty or the inaccuracy of any representation of Seller
contained or referred to in this Agreement or any certificate delivered by or on
behalf of Seller pursuant hereto;

       

      provided
that, without limitation of Seller’s indemnification obligations under clause
(i) or (ii) of this subsection (a), Seller shall be required to indemnify and
hold harmless under clause (iii) of this subsection with respect to Loss and
Expense incurred by Buyer as a result of inaccuracies only to the extent that
the aggregate amount of such Loss and Expense exceeds RMB100,000.

       

      (b) The
indemnification provided for in this Section 10.1 shall
terminate two (2) years after the Closing Date (and no claims shall be made by
any Buyer under this Section 10.1
thereafter), except that the indemnification by Seller shall continue as
to:

       

      (i) the
representations and warranties of Seller set forth in Sections 4.1 and 4.2;

       

      (ii) any
Loss or Expense of which Buyer has notified Seller in accordance with the
requirements of Section 10.3 on or
prior to the date such indemnification would otherwise terminate in accordance
with this Section
10.1 , as to which the obligation of Seller shall continue until the
liability of Seller shall have been determined pursuant to this Article 10 and Seller
shall have reimbursed Buyer for the full amount of such Loss and Expense in
accordance with this Article 10.

      


      Section
10.2 Indemnification by
Buyer.

       

      (a) Buyer
agrees to indemnify and hold harmless Seller from and against any and all Loss
and Expense incurred by Seller up to the Purchase Price in connection with or
arising from:

       

      (i) any
breach by Buyer of any of its covenants or agreements in this Agreement or in
any Buyer Ancillary Agreement;

       

      (ii) any
failure by Buyer to perform any of its obligations in this Agreement or in any
Buyer Ancillary Agreement; or

       

      (iii) any
breach of any warranty or the inaccuracy of any representation of Buyer
contained or referred to in this Agreement or in any certificate delivered by or
on behalf of Buyer pursuant hereto;

       

      provided
that, without limitation of Buyer’s indemnification obligations under clauses
(i) and (ii) of this subsection (a), Buyer shall be required to indemnify and
hold harmless under clause (iii) of this subsection with respect to Loss and
Expense incurred by Seller only to the extent that the aggregate amount of such
Loss and Expense exceeds RMB100,000.

       

      
        
          
          

        

        
          - 15
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      (b) The
indemnification provided for in this Section 10.2 shall
terminate two (2) years after the Closing Date (and no claims shall be made by
Seller under this Section
10.2  thereafter), except that the indemnification by Buyer
shall continue as to:

       

      (i) the
representations and warranties of Buyer set forth in Sections 5.1 and 5.2;
and

       

      (ii) any
Loss or Expense of which Seller has notified Buyer in accordance with the
requirements of Section
10.3  on or prior to the date such indemnification would
otherwise terminate in accordance with this Section 10.2 , as to
which the obligation of Buyer shall continue until the liability of Buyer shall
have been determined pursuant to this Article 10 , and Buyer shall
have reimbursed Seller for the full amount of such Loss and Expense in
accordance with this Article 10 .

       

      Section
10.3 Notice of
Claims.

       

      (a) Any
party seeking indemnification hereunder shall give to the party obligated to
provide indemnification to such Indemnified Party (the “Indemnitor”) a notice
(a “Claim
Notice”) describing in reasonable detail the facts giving rise to any
claim for indemnification hereunder and shall include in such Claim Notice (if
then known) the amount or the method of computation of the amount of such claim,
and a reference to the provision of this Agreement or any other agreement,
document or instrument executed hereunder or in connection herewith upon which
such claim is based; provided, that (i) a Claim Notice in respect of any action
at law or suit in equity by or against a third Person as to which
indemnification will be sought shall be given promptly after the action or suit
is commenced; and (ii) failure to give such notice shall not relieve the
Indemnitor of its obligations hereunder except to the extent it shall have been
prejudiced by such failure.

       

      (b) After
the giving of any Claim Notice pursuant hereto, the amount of indemnification to
which an Indemnified Party shall be entitled under this Article 10  shall
be determined: (i) by the written agreement between the Indemnified Party and
the Indemnitor; (ii) by a final judgment or decree of any court of competent
jurisdiction; or (iii) by any other means to which the Indemnified Party and the
Indemnitor shall agree. The judgment or decree of a court shall be deemed final
when the time for appeal, if any, shall have expired and no appeal shall have
been taken or when all appeals taken shall have been finally determined. The
Indemnified Party shall have the burden of proof in establishing the amount of
Loss and Expense suffered by it.

      


      Section
10.4 Third Person
Claims.

       

      (a) Subject
to Section
10.4(b), the Indemnified Party shall have the right to conduct and
control, through counsel of its choosing, the defense, compromise or settlement
of any third Person claim, action or suit against such Indemnified Party as to
which indemnification will be sought by any Indemnified Party from any
Indemnitor hereunder, and in any such case the Indemnitor shall cooperate in
connection therewith and shall furnish such records, information and testimony
and attend such conferences, discovery proceedings, hearings, trials and appeals
as may be reasonably requested by the Indemnified Party in connection
therewith; provided, that (i) the Indemnitor may participate, through counsel
chosen by it and at its own expense, in the defense of any such claim, action or
suit as to which the Indemnified Party has so elected to conduct and control the
defense thereof; and (ii) the Indemnified Party shall not, without the written
consent of the Indemnitor (which written consent shall not be unreasonably
withheld), pay, compromise or settle any such claim, action or suit, except that
no such consent shall be required if, following a written request from the
Indemnified Party, the Indemnitor shall fail, within fourteen (14) calendar days
after the making of such request, to acknowledge and agree in writing that, if
such claim, action or suit shall be adversely determined, such Indemnitor has an
obligation to provide indemnification hereunder to such Indemnified Party.
Notwithstanding the foregoing, the Indemnified Party shall have the right to
pay, settle or compromise any such claim, action or suit without such consent,
provided that in such event the Indemnified Party shall waive any right to
indemnity therefor hereunder unless such consent is unreasonably
withheld.

       

      
        
          
          

        

        
          - 16
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      (b) If
any third Person claim, action or suit against any Indemnified Party is solely
for money damages or, where Seller is the Indemnitor, will have no continuing
effect in any material respect on the Company or its business, assets or
operations, then the Indemnitor shall have the right to conduct and control,
through counsel of its choosing, the defense, compromise or settlement of any
such third Person claim, action or suit against such Indemnified Party as to
which indemnification will be sought by any Indemnified Party from any
Indemnitor hereunder if the Indemnitor has acknowledged and agreed in writing
that, if the same is adversely determined, the Indemnitor has an obligation to
provide indemnification to the Indemnified Party in respect thereof, and in any
such case the Indemnified Party shall cooperate in connection therewith and
shall furnish such records, information and testimony and attend such
conferences, discovery proceedings, hearings, trials and appeals as may be
reasonably requested by the Indemnitor in connection therewith; provided that
the Indemnified Party may participate, through counsel chosen by it and at its
own expense, in the defense of any such claim, action or suit as to which the
Indemnitor has so elected to conduct and control the defense thereof.
Notwithstanding the foregoing, the Indemnified Party shall have the right to
pay, settle or compromise any such claim, action or suit, provided that in such
event the Indemnified Party shall waive any right to indemnity therefor
hereunder unless the Indemnified Party shall have sought the consent of the
Indemnitor to such payment, settlement or compromise and such consent was
unreasonably withheld, in which event no claim for indemnity therefor hereunder
shall be waived.

      


       

      ARTICLE
11

      [Reserved]

      


       

      ARTICLE
12

      GENERAL
PROVISIONS

       

      Section
12.1 Notices. All notices
or other communications required or permitted hereunder shall be in writing and
shall be deemed given or delivered (i) when delivered personally, (ii) if
transmitted by Fax when confirmation of transmission is received, or (iii) if
sent by registered or certified mail, return receipt requested, or by private
courier when received; and shall be addressed as follows:

       

      (a) If
to Buyer (or to the Company after the Effective Date), to:

       

      
        	
                Ever
      Trend Investment Limited

              
	
                Flat/Room
      42, 4F, New Henry House

              
	
                10
      Ice House Street, Central, Hong Kong

              
	
                Attention:

              	
                Ms.
      Junjun Xu

              
	
                Facsimile
      #:

              	
                86 – 10 – 8721
      6018

              


      

       

       (b) If
to Seller, at:

       

      
        	
                Rise
      and Grow Limited

              
	
                Flat/Room
      42, 4F, New Henry House

              
	
                10
      Ice House Street, Central, Hong Kong

              
	
                Attention:

              	
                Ms.
      Junjun Xu

              
	
                Facsimile
      #:

              	
                86 – 10 – 8721
      6018

              


      

       

      or to
such other address as such party may indicate by a notice delivered to the other
party hereto.

       

      
        
          
          

        

        
          - 17
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      Section
12.2 Successors
and Assigns.

       

      (a) Either
party may assign any of its rights hereunder, but no such assignment shall
relieve it of its obligations hereunder.

       

      (b) This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their successors and permitted assigns. The successors and permitted assigns
hereunder shall include without limitation, in the case of Buyer, any permitted
assignee as well as the successors in interest to such permitted assignee
(whether by merger, liquidation (including successive mergers or liquidations)
or otherwise). Nothing in this Agreement, expressed or implied, is intended or
shall be construed to confer upon any Person other than the parties and
successors and assigns permitted by this Section 12.3 any
right, remedy or claim under or by reason of this Agreement.

       

      Section
12.3 Entire
Agreement; Amendments. This Agreement and the Exhibits and Schedules
referred to herein and the documents delivered pursuant hereto contain the
entire understanding of the parties hereto with regard to the subject matter
contained herein or therein, and supersede all prior agreements,
understandings or letters of intent between or among any of the parties
hereto. This Agreement shall not be amended, modified or supplemented except by
a written instrument signed by an authorized representative of each of the
parties hereto.

       

      Section
12.4 Waivers. Any term or
provision of this Agreement may be waived, or the time for its performance may
be extended, by the party or parties entitled to the benefit thereof. Any such
waiver shall be validly and sufficiently given for the purposes of this
Agreement if, as to any party, it is in writing signed by an authorized
representative of such party. The failure of any party hereto to enforce at any
time any provision of this Agreement shall not be construed to be a waiver of
such provision, nor in any way to affect the validity of this Agreement or any
part hereof or the right of any party thereafter to enforce each and every such
provision. No waiver of any breach of this Agreement shall be held to constitute
a waiver of any other or subsequent breach.

       

      Section
12.5 Partial Invalidity.
Wherever possible, each provision hereof shall be interpreted in such manner as
to be effective and valid under applicable law, but in case any one or more of
the provisions contained herein shall, for any reason, be held to be invalid,
illegal or unenforceable in any respect, such provision shall be ineffective to
the extent, but only to the extent, of such invalidity, illegality or
unenforceability without invalidating the remainder of such provision or
provisions or any other provisions hereof, unless such a construction would be
unreasonable.

       

      Section
12.6 Execution in
Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be considered an original instrument, but all
of which shall be considered one and the same agreement, and shall become
binding when one or more counterparts have been signed by each of the parties
hereto and delivered to each of Seller and Buyer.

       

      Section
12.7 Governing
Law. This Agreement shall be governed by and construed in accordance with
the internal laws (as opposed to the conflicts of law provisions) of Hong
Kong.

       

      
        
          
          

        

        
          - 18
-

          
            

          

        

        
          
          

        

      

       

      


      IN WITNESS WHEREOF, the
parties hereto have caused this Stock Purchase Agreement to be executed the day
and year first above written.

      


       

      
        	 
      	 
      	
                BUYER:

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                EVER
      TREND INVESTMENT LIMITED

              
	 
      	 
      	 
      	 
      
	
                (Witness)

              	 
      	 
      	 
      
	
                /s/
      Mingfei YANG

              	 
      	
                By:

              	
                /s/
                                                               

              
	 
      	 
      	
                Name:

              	
                Junjun
      XU                                                                

              
	
                Name:  Mingfei
      YANG

              	 
      	
                Title:

              	
                Chief
      Executive
      Officer                                           

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                BEIJING
      SAN TENG DA FEI TECHNOLOGY DEVELOPMENT CO., LTD.

              
	 
      	 
      	 
      	 
      
	
                (Witness)

              	 
      	 
      	 
      
	
                /s/
      Mingfei YANG

              	 
      	
                By:

              	
                /s/                                                        

              
	 
      	 
      	
                Name:

              	
                Qifa
      JIANG

              
	
                Name:  Mingfei
      YANG

              	 
      	
                Title:

              	
                Chief
      Executive
      Officer                                             

              
	 
      	 
      	 
      	 
      


      

       

      
        	 
      	 
      	
                SELLER:

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                RISE
      AND GROW LIMITED

              
	 
      	 
      	 
      	 
      
	
                (Witness)

              	 
      	 
      	 
      
	
                /s/
      Mingfei YANG

              	 
      	
                By:

              	
                /s/                                                          

              
	 
      	 
      	
                Name:

              	
                Junjun
      XU                                                                

              
	
                Name:  Mingfei
      YANG

              	 
      	
                Title:

              	
                Chief
      Executive
      Officer                                           

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                BEIJING
      ZYTX TECHNOLOGY CO., LTD.

              
	 
      	 
      	 
      	 
      
	
                (Witness)

              	 
      	 
      	 
      
	
                /s/
      Mingfei YANG

              	 
      	
                By:

              	
                /s/                                                            

              
	 
      	 
      	
                Name:

              	
                Junjun
      XU                                                                  

              
	
                Name:  Mingfei
      YANG

              	 
      	
                Title:

              	
                Chief
      Executive
      Officer                                             

              
	 
      	 
      	 
      	 
      


      

       

      
        
          
          

        

        
          - 19
-

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
4.4

      UNAUDITED
BALANCE SHEET

      
      

      
        
          	
                  Guang
      Hua Insurance Agency Company Limited

                	 	 	 
	
                  For
      the period ended March 31, 2010

                	 	 	 
	
                  Unaudited
      Balance sheet

                	 	 	 
	 
      	 	
                  3.31.2010

                	 
	 
      	 	
                  USD

                	 
	
                  Assets

                	 	 	 	 
	
                  Non-current
      assets 

                	 	 	 	 
	
                  Fixed
      assets, net

                	 	 	31,475	 
	
                  Intangible
      assets, net

                	
                   

                	 	1,032,530	 
	
                  Rental
      deposit

                	 	 	2,633	 
	 	 	 	1,066,638	 
	 
      	 	 	 	 
	
                  Current
      Assets 

                	 	 	 	 
	
                  Cash
      and cash equivalents

                	 	 	22,498	 
	
                  Accounts
      Receivable

                	 	 	3,147	 
	
                  Deposit
      and prepayment

                	 	 	2,829	 
	
                  Amount
      due from a group co.

                	 	 	1,426,264	 
	
                  Deferred
      tax asset

                	 	 	101,930	 
	
                  Total
      current assets

                	 	 	1,556,668	 
	 
      	 	
                   

                	 
	
                  Total
      assets

                	 	 	2,623,306	 
	
                  Liabilities

                	 	
                   

                	 
	
                  Current
      Liabilities 

                	 	 	 
	
                  Accounts
      payable

                	 	 	-	 
	
                  Accrued
      expenses

                	 	 	8,217	 
	
                  Other
      payables

                	 	 	5,870	 
	
                  Other
      tax payable

                	 	 	2,403	 
	
                  Deferred
      tax liability

                	 	 	6	 
	
                  CIT
      payable

                	 	 	6,280	 
	
                  Total
      current liabilities and total liabilities

                	 	 	22,776	 
	 	 	
                   

                	 
	 
      	 	 	 	 
	Equity
       	 	
                   

                	 
	
                  Share
      Capital

                	 	 	2,716,191	 
	
                  Exchange
      reserve

                	 	 	206,104	 
	
                  Retained
      earnings

                	 	 	-205,186	 
	
                  Loss
      for the period / year

                	 	 	-116,579	 
	
                  Total
      Equity

                	 	 	2,600,530	 
	
                  Total
      liabilities and equity

                	 	 	2,623,306	 


        

      

       

      
        
          
          

        

        
          - 20
-

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
4.9

      GOVERNMENTAL
PERMITS OF

      GUANG
HUA INSURANCE AGENCY COMPANY LIMITED

       

      
      

       

      
        	
                 

                Business
      License for Enterprise as Legal Person

                 

                (Duplicate
      Copy) (1-1)

                 

                    Registration
      No.: 110000008987818

                 

                Name:
      Guang Hua Insurance Agency Company Limited

                 

                Add:
      Room508, Building 1, No. 8, Dongdaqiao Road, Chaoyang District,
      Beijing

                 

                Legal
      Representative: Liu Yong

                 

                Registered
      Capital: RMB20 million

                 

                Paid-in
      Capital: RMB20 million

                 

                Type
      of the Company: Company of Limited Liability (Sole
      Corporation)

                 

                Scope
      of Business: Licensing items: Develop insurance programs for
      policyholders, select the insurers and handle insurance procedures; assist
      the insured or the beneficiary in pursuing claims; reinsurance brokerage
      business; provide disaster prevention, loss prevention or risk assessment,
      risk management consulting services for the clients; other businesses
      approved by China Insurance Regulatory Commission.

                 

                 General
      business items: None.

                 

                 

                Date
      of Establishment: October 20, 2005

                 

                Business
      Term: from October 20, 2005 to October19, 2035

                 

                Please
      report to the register office for annual inspection during the period from
      March1 to June 30 each year.
 	
                NOTICE

                 

                1.
      The Business License is the certificate for an enterprise that obtains
      legal person qualification and legal operation.

                 

                2.
      The Business License is made out in an original copy and a duplicate copy.
      Both copies have the same legal forces.

                 

                3.
      The original copy of business license shall be placed in a conspicuous
      position in the address of the enterprise as a legal person.

                 

                4.
      Any fabrication, alteration, lease, lending or transfer of the Business
      License is prohibited.

                 

                5.
      The enterprise shall apply an alternation registration to the original
      registration office for any changes of the registered items. and for
      updating the license.

                 

                6.
      The registration authority shall proceed with an annual inspection on the
      enterprise as a legal person from March 1 to June 30.

                 

                7.
      In case the license is suspended, the company shall not conduct any
      activity not concerned with the liquidation.

                 

                8.
      The enterprise should return the original and duplicate copies of the
      business license when canceling the registration.

                 

                9.
      If the License is lost or damaged, the company shall announce it invalid
      in the newspaper and periodical designated by the company registration
      authority, and shall apply for replacement.

                 

                
                  Annual
      Inspections

                  Inspected
      in 2009      March 3, 2010

                  (Special
      seal for annual inspection of Chaoyang Branch of

                  Beijing
      Administration for Industry and Commerce)

                   

                  
                    Chaoyang
      Branch of Beijing Administration for Industry and Commerce
      (seal)

                    June
      23, 2010

                       

                    Printed
      by the State Administration of Industry and Commerce of
      PRC

                  

                

              


      

       

      
        
          
          

        

        
          - 21
-

          
            

          

        

        
          
          

        

      

       

      
        Operation
Permit for Insurance Agency Business

      

       

      
      

       

      
        	
                 

                Name of Organization: Guang Hua Insurance
      Agency Company Limited.

                


                Date of Establishment: January 4,
      2006

                


                Address: Room508, Building 1, No. 8,
      Dongdaqiao Road, Chaoyang District, Beijing

                


                Organization Code:
    J12811VBJ
 	
                Scope of Business: Licensing items:
      Develop insurance programs for policyholders, select the insurers and
      handle insurance procedures; assist the insured or the beneficiary in
      pursuing claims; reinsurance brokerage business; provide disaster
      prevention, loss prevention or risk assessment, risk management consulting
      services for the clients; other businesses approved by China Insurance
      Regulatory Commission.

                


                


                China
      Insurance Regulatory Commission (seal)

                July
      13, 2010

                


                


                Date of expiry: January 4,
      2013

              


      

       

      
        
          
          

        

        
          - 22
-

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
4.10(B)

      LEASED
REAL PROPERTY OF

      GUANG
HUA INSURANCE AGENCY COMPANY LIMITED

       

      
        Rental
Contract

         

        The
Lessor: Mrs. Duan Yanyan (hereinafter called as Party A)

         

        The
Lessee: Guang Hua Insurance Agency Company Limited (hereinafter called as Party
B)

         

        This
Contract is based on the principles of equal, voluntary, faithful and mutual
benefits. Upon full negotiation, Party A and Party B hereby agreed as
follows.

         

        Article I the Leased
Property

         

        Leased
Property: with a construction area of 167.19 square meters
(leased area), the Leased Property is located at Room 508, Building 1, Number 8,
Dongdaqiao Road, Chaoyang District, Beijing, China.

         

        Lease
Purpose: the Leased Property shall only be for office use, rather than other
purposes.

         

        Article II Lease
Term

         

        This
Property shall be leased out for 12 months from February 01, 2010 through
January 31, 2011 (specific lease date shall be the rental calculation
date.)

         

        This
Contract shall be valid and effective from the signing date. This Contract shall
be invalid after the lease term expires and both Parties fully perform their
respective obligations.

         

        Article III Rent Standard,
Payment Mode and Currency

         

            Rental rate:
During the Lease term, the Property rental rate shall be RMB 18000 Yuan per
month. The total rental herein shall be RMB 216000 Yuan (excluding the
Deposit).

         

        Other
expenses: Party B shall cover and pay water expense, electricity expense,
cleaning expense, coal gas expense, cable TV expense, telephone expense and
other relevant expenses during the Lease term. Party B shall carefully keep
expense payment bills during the Lease Term. Those unpaid expenses shall be
deducted from the Deposit when this Contract expires. The heating expense shall
be covered and paid by Party A.

         

            Payment
approach: The Rental shall be calculated every month since the Lease Date, and
shall be paid by Party B at 4 times (every season).

         

            Every rental
payment amount is: RMB 54000 Yuan. Party B shall pay the first rental to Party A
when this Contract is signed and concluded.

         

            Payment
currency: The amount herein shall be settled in RMB.

         

            After this
Contract is effective, Party B shall not, at any reason, delay or refuse to pay
the rental.

         

            If and
wherever Party B fails to pay the rental ten days after the payment period,
Party A shall have the right to withdraw the Leased Property from Party B. At
the same time, this Contract shall be terminated and no Deposit shall be
returned.

         

        
          
            
            

          

          
            - 23
-

            
              

            

          

          
            
            

          

        

        


        Article IV the
Deposit

         

            In order to
ensure that Party B will faithfully perform this Contract and cherish all
facilities and devices in the leased Property, Party B shall, when signing this
Contract, pay to Party A the first rental and a deposit of RMB 18000
Yuan.

         

            When the
lease period expires, if Party B owes to Party A rental, late payment interest
or other expense, Party A shall have the right to deduct relevant amount from
the deposit. In case the deposit fails to offset and cover the aforesaid amount,
Party A shall have the right to claim Party B against the outstanding amount,
till the payment is fully made.

         

            During the
lease period, Party B shall not use the deposit to offset and cover the payable
rental or other expenses.

         

            Deposit
withdrawal procedures: When the lease period expires, if Party B abides by all
articles and clauses herein, if Party B goes through Property hand-over
procedures in accordance with the stipulations of Article 8 herein, Party A
shall return to Party B the deposit after deducting payable amount. No interest
shall be calculated in the Deposit. If Party B desires to renew the lease, the
deposit shall be disposed upon amicable negotiation by and between Party B and
Party A.

         

        Article V Property
Usage and Maintenance

         

            Party B shall
cherish the facilities and devices in the leased Property, and shall clear the
Property and conduct necessary maintenance. In case of any damage, Party B shall
repair it into good conditions and cost relevant expense.

         

            Party B shall
not alter or modify the original power and gas pipelines, telecommunication
lines, water and sewage lines, internal and external doors and windows, or
Property structure.

         

            In case a
disaster or crime occurs in the leased Property, Party B may deem it as an
emergency, when Party A is entitled to enter the Property to handle, without
giving a prior notice to Party B.

         

            Party B shall
abide by relevant property management regulations and rules as stipulated by the
property management company (or property management personnel) where the
leased Property is located.

         

            During the
lease period, Party B shall carefully use water, power and gas. In case of
abnormal condition, Party B shall immediately adopt measures to ensure the
safety to the Property and persons.

         

            In case of
gas leak, Party B shall immediately cut off the general valve, and open doors
and windows. Party B should not use fans or other electric devices, so as to
prevent further gas leak and fire.

         

            The plug
shall be pulled out when electric device part is changed or electric device is
not used for a long time. In order to prevent electricity accident, Party B
should often turn off the general value (It is better that two persons are
present).

         

            When the
air-conditioner is not used, Party B should pull out the plug, and take out the
batteries from the telecontroller.

         

        
          
            
            

          

          
            - 24
-

            
              

            

          

          
            
            

          

        

         

            When leaving
the Property, Party B should turn off lights, water, power and gas. Smoking
should be controlled in the leased Property.

         

        Article
VI  Rights and obligations of both parties

         

            Party A shall
provide Party B with the house on schedule.

         

            Party A shall
respect living privacy of Party B.

         

            Party A shall
assist Party B to handle related matter between leased house and property
management company or management office

         

            Party B shall
comply with various national laws, regulations, if behaviors violating law and
discipline in leased house, Party A shall immediately recover the house and
investigate legal liability of responsible person of Party B.

         

            Party B shall
not sublease leased house by subletting, transfer, mortgage or other way, once
found, Party A shall immediately recover the house and investigate legal
liability of responsible person of Party B.

         

            Party B shall
pay various expense set forth in this contract on schedule.

         

            Party B shall
abide by public morality, maintain public health, protect public
facilities, Party B shall compensate for damage of public facilities at original
cost.

         

            Party B shall
be obligated to take all proper measures before disastrous climate arises, to
protect from damage of internal of leased house.

         

            The house
leased by Party B shall only be limited to person registered in appendixes
thereof for living, in case of alternation, increasing number of residents, it
shall notify Party A and provide related certificate.

         

            Party B shall
cooperate with inspection work on house (Party A shall contact with Party B in
advance)

         

            If Party B
wishes to continue to rent the house, it shall apply to Party A one month in
advance before this contract is expired.

         

            Party B shall
be responsible for physical injury, property loss and its joint liability of
other resident or Party B itself.

         

            Party B shall
be obligated to timely convey various notices of property management company or
relating to leased house to Party A during contract period.

         

        Article
VII  Breach and compensation

         

        After
Party A and Party B sign the contract, and Party B has paid down payment and
security deposit, if Party A fails to provide Party B with leased house, Party B
has the right to recover the rent for the period delay in living until this
contract is terminated.

         

            During
contract period, without written consent of Party B, if Party A announces to
increase rent unilaterally, Party B has the right to reject to pay the part of
rent higher than amount stated in this contract.

         

        
          
            
            

          

          
            - 25
-

            
              

            

          

          
            
            

          

        

         

            During
contract period, if either party wishes to early terminate this contract
unilaterally, it shall notify the other party in writing one month in advance,
and shall cooperate Party A to find new lessee during such one
month.

         

            When Party B
violates clauses herein, Party A shall be entitled to investigate default
liability of Party B, and demand to compensate loss until this contract is
terminated.

         

        Article
VIII  Returning house

         

            After this
contract is expired or terminated, Party B shall return house to Party A
according to the following provisions.

         

        
          
            	
                  	
                    1. 

                  	
                    Party
      B shall be entitled to recover newly-built, added furniture, electrical
      equipment at its own expense, restore original condition before living in
      the house, and guarantee perfect of facility in the house, in case of
      damage, Party B shall be responsible for maintenance and restoration, and
      shoulder corresponding
expense.

                  


          

        

        
           

          
            	
                  	
                    2. 

                  	
                    Party
      B shall cooperate Party A to accept leased house and related facility,
      handle formalities on surrender of tenancy, pay off amount payable and
      other refundable article such as
key.

                  


          

        

        
           

          
            	
                  	
                    3. 

                  	
                    After
      this contract is terminated, if Party B is overdue to return leased house,
      Party A shall be entitled to recover by force, and demand payment to Party
      B by day at double rent.

                  


          

        

        
           

          
            	
                  	
                    4. 

                  	
                    After
      this contract is terminated, rescinded and tenancy is surrendered,
      articles of Party B in leased house which are not recovered by Party B
      when overdue shall be deemed as waive, Party A has the right to dispose,
      and Party B shall not investigate.

                  


          

           

        

        Article
IX  Dispute resolution

         

        Any
dispute arising from performance of this contract by both parties shall be
settled through amicable negotiation, if negotiation fails, both parties shall
agree to submit it to arbitral organ in Beijing for arbitration, and execute
effective final arbitrament.

         

        Article
X  Evidentiary material

         

            Before this
contract is concluded, Party B shall provide Party A with original duplicate of
Business License within effective annual inspection period, original and copy of
code certificate of the enterprises legal person(Copy shall be preserved by
Party A).

         

        Article
XI  Effectiveness

         

            This contract
is made in duplicate, one copy for one party respectively, with equal legal
force.

         

            No amendment
, alternation can come into force without written confirmation of both
parties.

         

          Lessor
(signature):                                                     Lessee
(signature or seal):

         

          Date:

      

       

      
        
          
          

        

        
          - 26
-

          
            

          

        

        
          
          

        

      

      


      SCHEDULE
4.11(A)

      PERSONAL
PROPERTY

       

      No.

       

      
        
          
          

        

        
          - 27
-

          
            

          

        

        
          
          

        

         

      

      SCHEDULE
4.11(B)

      PERSONAL
PROPERTY

       

      No.

       

      
        
          
          

        

        
          - 28
-

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
4.12

      INTELLECTUAL
PROPERTY; SOFTWARE

       

       

      
        1、Software:Insurance Policy
Flow Mgt System -phase II

        2、The ownership of
domain name and web site of www.soobao.cn

      

       

       

      
        
          
          

        

        
          - 29
-

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
4.19

      INSURANCE
POLICIES

       

      
        
           

          
            	
                    Supervised
      by China Insurance Regulatory Commission 

                  	
                    Only
      for sale in Beijing 

                  


          

           

          Compulsory
Liability Insurance Policy for Traffic Accidents of Motor Vehicle
(duplicate)

           

        

        
          	
                  Confirming
      time of insuring: 2009-12-21  13: 42

                	
                  Confirming
      code of insuring: 02PICC02090000000000104158747G

                
	
                  POS
      Transaction Ref No.:  00012849

                	
                  AECIAA2009Z0A

                
	
                  PICC PROPERAND CASUALTY COMPANY
      LIMITED

                	
                  JING:11000900025517

                
	
                  No.
      of insurance policy:
PDAA200911010371083062

                


        

        


        


        
          	
                  The
      insured

                	
                  Guang
      Hua Insurance Agency Company Limited

                
	
                  ID
      card No. (organization code) of the insured

                	
                  781742786

                
	
                  Address

                	
                  Chaoyang
      District, Beijing

                	
                  Tel

                	
                  87216060

                
	
                  Condition
      of the insured vehicle

                	
                  License
      plate No.

                	
                  JING
      N61858

                	
                  Motor
      vehicle type

                	
                  Passenger
      car

                	
                  Use
      nature

                	
                  Non-business
      use(not
      including family use)

                
	
                  Engine
      type

                	
                  86020079

                	
                  Identification
      code (frame No.)

                	
                  LSGDC82D48E023047

                
	
                  Brand
      model

                	
                  Buick
      SGM6515ATA

                	
                  Rated
      passenger capacity

                	
                  7
      people

                	
                  Rated
      loading weight:

                	
                  0.00    kg

                
	
                  Displacement

                	
                  2.4900L

                	
                  Power

                	 
      	
                  Date
      of registration

                	
                  December,
      2008

                
	
                  Liability
      limit

                	
                  Limit
      liability for death and disability compensation

                	
                  RMB110000

                	
                  Limit
      liability for death and disability compensation without
      responsibility

                	
                  RMB11000

                
	
                  Limit
      liability for medical expense

                	
                  RMB10000

                	
                  Limit
      liability for medical expense without responsibility

                	
                  RMB1000

                
	
                  Limit
      liability for property loss

                	
                  RMB2000

                	
                  Limit
      liability for property loss without responsibility

                	
                  RMB100

                
	
                  The
      floating rate related to the unlawful acts of road traffic safety and the
      road traffic
      accidents   -10.00   %

                
	
                  Total
      premium (RMB, in capital): Nine Hundred Fifty Eight and Eighteen Cent
      (RMB958.18)            in
      which the relief fund is    ( %)

                
	
                  The
      duration of insurance is from 0: 00 am on December 22, 2009 to 24: 00pm on
      December 21, 2010.

                
	
                  Settlement
      mode of disputes in the insurance contract: submit to the
      court

                
	
                  Collect
      vehicle and vessel tax

                	
                  Unladen
      mass

                	
                  1.804

                	
                  Taxpayer's
      registration number:

                	
                  110103781742786

                
	
                  Payable
      in the year

                	
                  0.00

                	
                  Pay
      overdue tax in the past years

                	
                  0.00

                	
                  Overdue
      fine

                	
                  0.00             
      

                
	
                  Total
      (RMB, in capital):  0.00

                
	
                  Tax-free
      No. (No. of tax exemption certification)

                	 
      	
                  Tax
      issuing authority

                	 
      
	
                  Special
      agreement

                	
                  Your
      car can’t enjoy the
      Olympic line limit exemption but belongs to the line limit based on the
      last digit for remission of the compulsory liability
      insurance.

                  58.82元The total
      days remitted are 19 and the remitted insurance is RMB58.82.

                  The
      remitted insurance=(1130/365*19).

                  The
      insurance amount after remission=the compulsory liability insurance—the
      remitted insurance

                
	
                  Note
      of caution

                	
                  1. Please
      read the insurance clauses carefully, especially exemption from liability,
      obligations of the insurance applicant and the insured.

                  2. Please
      immediately check after receiving the insurance policy, and if any
      discrepancy or careless omission please notify the insurer and handle the
      change formalities.

                  3. The
      insurance shall be paid in a lump sum, and please check the insurance
      policy and the invoice (receipt), if any discrepancy, please contact the
      insurer in a timely manner.

                  4. The
      insurance applicant shall make an honest disclosure of any situation
      affecting the calculation of the insurance or any important matters with
      significant increase of danger caused by modification, retrofitting or
      changing use nature of the insured motor vehicle and notify the insurer to
      handle the change formalities timely.

                  5. The
      insured shall timely notify the insurer once the traffic accident
      occurs.

                
	
                  Insurer

                	
                  Company
      name: Chongwen Sub-branch Company

                  Company
      address: No.5, Zuo’anmen Inner Street, Chongwen District

                  Post
      code: 100061

                	
                  Confirming
      time of charge collecting: 2009-12-21 13:42

                  Printing
      time of insurance policy: 2009-12-21 13:46

                
	
                  Service
      code: 499900103278

                  Tel:
      95518 Website: www.e-picc.com.cn

                  Signing
      date: December21, 2009 (seal of insurer)

                
	
                  Beijing Chongwen Sub-branch
      Company of PICC PROPERAND CASUALTY COMPANY LIMITED

                   (Special seal for
      insurance business)

                


        

        Underwriter:
Integrated
5                                      Produced
by: Chongwen
111                                         Operator:
Chongwen 111

         

        
          
            
            

          

          
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-

            
              

            

          

          
            
            

          

        

         

        
           

          
            	
                    Supervised
      by China Insurance Regulatory Commission 

                  	
                    Only
      for sale in Beijing 

                  


          

           

        

        Insurance
Policy for Motor Vehicle of PICC PROPERAND CASUALTY COMPANY LIMITED
(original)

        
          	
                  POS
      Transaction Ref No.:  00012849

                	
                  AEDAAA2009Z0A

                
	
                  Generating
      time of insurance policy: 2009-12-21  13: 45

                	
                  JING:11000900020463

                
	
                  PICC PROPERAND CASUALTY COMPANY
      LIMITED

                	
                  No.
      of insurance policy: PDAA200911010371083062

                
	
                  The
      insurance slip is attached on the compulsory insurance policy, the
      printing sequential No. of which is:
  11000900025517

                


        

        


        
          	
                   
      

                	
                  Considering
      the insurance applicant has presented the insurance application to the
      insurer and agreed to pay the insurance as agreed, the insurer shall bear
      the liability for damage based on the underwriting insurance type and its
      clauses as well as the special
agreements.

                


        

        
          	
                  The
      insured

                	
                  Guang
      Hua Insurance Agency Company Limited

                
	
                  Condition
      of the insured vehicle

                	
                  License
      plate No.

                	
                  JING
      N61858

                	
                  Brand
      model

                	
                  Buick
      SGM6515ATA Wagon

                
	
                  VIN
      Code

                	 
      	
                  Frame
      No.

                	
                  LSGDC82D48E023047

                	
                  Motor
      vehicle type

                	
                  Passenger
      car

                
	
                  Engine
      type

                	
                  86020079

                	
                  Rated
      passenger capacity: 7 people

                	
                  Rated
      loading weight: 0.00  kilogram

                	
                  The
      years used: 1 year

                
	
                  Date
      of initial registration

                	
                  December,
      2008

                	
                  Annual
      mean traveled distance:   km

                	
                  Use
      nature

                	
                  Non-business
      use(not
      including family use)

                
	
                  Driving
      region

                	
                  within
      PRC (not including Hong Kong, Macao, Taiwan)

                	
                  Purchase
      price of new car

                	
                  RMB170,000.00

                
	
                  Insurance
      type

                	
                  Insurance
      rate floating

                	
                  Insured
      amount /Liability limit (RMB)

                	
                  Premium
      (RMB)

                
	
                  Damage
      insurance for motor vehicle (A)

                	
                  -624.90

                	
                  170,000.00

                	
                  1,458.10

                
	
                  Third
      party's liability insurance (B)

                	
                  -264.90

                	
                  100,000.00

                	
                  618.10

                
	
                  Burglary
      insurance (G)

                	
                  -248.59

                	
                  158,780.00

                	
                  580.04

                
	
                  Liability
      insurance for people onboard (driver) (D1)

                	
                  -11.40

                	
                  10,000.00/seat*1
      seat

                	
                  26.60

                
	
                  Liability
      insurance for people onboard (passenger) (D1)

                	
                  -41.40

                	
                  10,000.00/seat*B
      seat

                	
                  96.60

                
	
                  Separate
      glass broken insurance (F) (domestic glass)

                	
                  -76.50

                	 
      	
                  178.50

                
	
                  Damage
      insurance for car body scratching (L)

                	
                  -171.00

                	
                  5,000.00

                	
                  399.00

                
	
                  Special
      damage insurance for engine (XI)

                	
                  -31.25

                	 
      	
                  72.91

                
	
                  Not
      include tax exemption rate (M)  CoverA/B/G/D1/L

                	
                  -216.76

                	 
      	
                  505.77

                
	 
      	 
      	 
      	 
      
	
                  Total
      premium (RMB, in capital) Three Thousand Nine Hundred Thirty Five and
      Sixty Two Cent  (RMB3,935.62)

                
	
                  The
      duration of insurance is from 0: 00am on December22, 2009 to 24: 00pm on
      December21, 2010.

                
	
                  Special
      agreement

                	 
      
	
                  Settlement
      mode of disputes in the insurance contract: submit to the
      court

                
	
                  Note
      of Caution

                	
                  1. The
      insurance contract is made up of insurance clauses, the insurance slip,
      the insurance policy, the endorsement and the special
      agreement.

                  2. Please
      immediately check after receiving the insurance policy and the
      corresponding insurance clauses of the insurance types, and if any
      discrepancy or careless omission please notify the insurer within 48 hours
      and handle the change or supplement formalities; provided failure to
      notify overdue, it shall be deemed as unanimity.

                  3. Please
      read the corresponding insurance clauses of the insurance types carefully,
      especially exemption from liability, obligations of the insurance
      applicant and the insured, compensations as well as the supplementary
      provisions.

                  4. Any
      significant increase of danger caused by modification, retrofitting as
      well as changing use nature of the insured motor vehicle and resale,
      transfer or presenting as a gift shall be notified to the insurer in
      writing and the change formalities shall be finished.

                  5. The
      insured shall timely notify the insurer once the traffic accident
      occurs.

                
	
                  Insurer

                	
                  Company
      name: Chongwen Sub-branch Company

                  Service
      code: 499900103278

                  Post
      code: 100061

                	
                  Confirming
      time of charge collecting: 2009-12-21 13:42

                  Printing
      time of insurance policy: 2009-12-21 13:47

                
	
                  Company
      address: No.5, Zuo’anmen Inner Street, Chongwen District

                  Tel:
      95518 Website: www.e-picc.com.cn

                  Signing
      date: December21, 2009 (seal of insurer)

                
	
                  Beijing Chongwen Sub-branch
      Company of PICC PROPERAND CASUALTY COMPANY LIMITED

                  (Special
      seal for insurance business)

                


        

        Underwriter:
Integrated
5                                     Produced
by: Chongwen
111                                             Operator:
Chongwen 111

         

      

      
        
          
          

        

        
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