Unassociated Document


    Registered
Trademark Transfer Agreement

    


    
      
        	
                Transferor: 

              	
                Hangzhou
      Letu Digital Products Trade Co., Ltd. (Party
A)

              


      

    

    
      	
              Transferee: 

            	
              Zhejiang
      Yongxin Digital Technology Co., Ltd. (Party
B)

            


    

    


    Whereas:

    (1)           The
Transferor is a legal and existing limited liability company established in
accordance with the law in China and is allowed, with the approval of competent
government authorities, to engage in the wholesale and retail (of digital
products, electronic products, household appliances, communications equipment,
computers and peripherals), in services and in the technological development of
digital products, and holds the ownership right to the trademarks listed in
Attachment 1 (hereinafter “Trademark”).  The Transferor operates 3C
products retail chain stores under the Trademark and such stores enjoy good
reputation and recognition in the market place.

    


    (2)           The
Transferee is a legal and existing limited liability company established in
accordance with the law in China and is allowed, with the approval of competent
government authorities, to engage in technological development (computers and
peripherals), in the wholesale and retail (of communications equipment, digital
products, computers and peripherals) and in distribution business of mobile
phone services.

    


    (3)           In
accordance with the terms and conditions set forth below in this
agreement,

    the
Transferor agrees to transfer, and the Transferee agrees to receive the transfer
of in accordance with the same terms and conditions, the registered Trademark
mentioned above.

    


    Therefore,
after consultation, the two parties have entered into the agreement as
follows:

    


    1.           Name
of the Trademark to be transferred:   “LOTOUR”

    


    2.           Trademark
design:

     

    3.           Trademark
registration number: 6455041   Country of
registration:    China

    


    4.           The
next time the Trademark should be renewed:   July 6,
2020

    


    5.           The
types and specific names of the products or services included in the
registration of the Trademark obtained:

    


    Exhibition of goods; leasing of
advertising space; advertisement and publicity conducted through mail orders;
business management consulting (advisory); auctions; promotion on behalf of a
third party; purchasing on behalf of a third party (purchasing of goods or
services on behalf of other enterprises); human resources management consulting;
leasing of office machines and equipment; securing of sponsorship (the
end).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    6.           The
Transferor of the Trademark warrants that the Transferor is the registered owner
of the aforementioned Trademark.  Prior to the execution of this
agreement, the Transferor has not entered into any non-exclusive (or exclusive)
trademark license agreement with any third party.  If there is such
agreement with a third party, the Transferee, starting on the day when this
agreement becomes effective, shall be the party to such original trademark
license agreement with a third party and shall be entitled to all the rights and
assume all the obligations specified therein.  The Transferor shall
notify such third party of the transfer of the Trademark ownership.

    


    7.           After
the completion of the transfer, the Transferee’s scope of
permission:

    
      	
               
      

            	
              (1)

            	
              Types
      of products under the Trademark (or types and names of services) which can
      be used or performed: as specified in the registration
      certificate.

            


    

    
      	
               
      

            	
              (2)

            	
              Geographical
      region in which the Trademark can be used:
  China.

            


    

    


    8.           Nature
of the Trademark transfer (select from the following by putting a check
mark):

    
      
        	
                 
      

              	
                (1)

              	
                Permanent
      Trademark transfer

              	
                (   ü  
      )

              	
                 

              
	 	
                (2)

              	Non-permanent
      Trademark transfer	(        
       )	 


      

    

    
      
      

    

    


    9.           Time
of the transfer of the registered Trademark: the registered Trademark is
officially transferred to the Transferee on the day when this agreement takes
effect or after the completion of the Trademark transfer change registration
procedures.

    


    10.           Change
registration procedures after the registered Trademark transfer agreement has
become effective: Party B must process the change registration procedures after
this Registered Trademark Transfer Agreement has become effective and Party B
must be responsible for the fees incurred by the registrant and Party A must
provide assistance with such procedure.

    


    11.           Both
parties shall have the obligation to maintain confidential the production and
operation secrets of the other party; the Transferee shall not reveal any
technological secrets and commercial secrets provided by the Transferor in the
transfer of the Trademark.

    


    12.           The
Transferor must guarantee that the Trademark transferred is a valid trademark
and guarantee that no other third party has any right to the ownership of the
said trademark.

    


    13.           Consideration
of the transfer of the registered Trademark and the payment method:

    
      	
               
      

            	
              (1)

            	
              The
      consideration of the transfer, based on the scope of permission of the
      transfer, is RMB 2,280,000.00 in
total;

            


    

    
      	
               
      

            	
              (2)

            	
              Payment
      method: the Transferor agrees that the Transferee shall issue to the
      Transferor additional 1.08 million shares of CHCG.OB stock as payment for
      the consideration of this transfer, usin CHCG.OB stock price of $0.32 per
      share as the pricing basis; the Transferor entrusts Party B’s legal
      representative WANG Weiping to act as the beneficiary, hold such shares on
      its behalf and deliver all future investment proceeds to be received from
      such shares (including cash dividend, bonus or other form of distribution
      of proceeds) to Party B.

            


    

    
      	
               
      

            	
              (3)

            	
              Time
      of payment: within one month after the day when this agreement becomes
      effective.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    14.           The
Transferor guarantees that, after this agreement becomes effective, the
Transferor will not engage in the operation of products and services under the
identical or similar trademark in the region in which the Trademark is
valid.

    


    15.           Liability
for breach

    
      	
               
      

            	
              (1)

            	
              If,
      after this agreement becomes effective, the Transferor continues to use
      the Trademark in its operations in violation of the provisions herein, the
      Transferor shall assume responsibility for compensation in addition to
      discontinuing such use;

            


    

    
      	
               
      

            	
              (2)

            	
              If
      the Transferee fails to pay for the consideration of the transfer of the
      Trademark within the time period specified herein, the Transferor shall
      have the right to refuse to hand over the ownership right to the Trademark
      and may notify the Transferee of the dissolution of this
      agreement.

            


    

    
      	
               
      

            	
              (3)

            	
              If
      either one of the parties breaches this agreement, the party in breach
      shall pay damages in the amount of 20% of the transfer consideration
      specified herein.

            


    

    
      	
               
      

            	
              (4)

            	
              In
      the event that either of the two parties is unable to perform this
      agreement due to irresistible force, the two parties must resolve the
      situation through consultation.

            


    

    
      	
               
      

            	
              (5)

            	
              Any
      dispute arising from this agreement must be settled by the two parties
      through consultation.  If such consultation fails, the dispute
      may be submitted to legal proceedings at the people’s
    court.

            


    

    


    16.           This
agreement becomes effective after it is signed and confirmed.  This
agreement is in duplicates, with one copy to each party.

     

    
      
        
          
            
              	
                      Transferor:

                    	
                      /seal/
      Hangzhou Letu Digital Products Trade Co., Ltd.

                    
	
                      Legal
      Representative:

                    	
                      /s/
      Weiping Wang

                    
	 
      	 
      
	
                      Transferee:

                    	
                      /seal/
      Zhejiang Yongxin Digital Technology Co., Ltd.

                    
	
                      Legal
      Representative:

                    	
                      /s/
      Zhenggang Wang

                    
	 	 
	Place
      of execution:     	Hangzhou
	Date
      of execution:    	January
      17, 2011


            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Attachment
1:

    


    No.
6455041

    


    Registered
Trademark

     

    LOTOUR

    


    


    Approved
service items (type 35):

    


    Exhibition of goods; leasing of
advertising space; advertisement and publicity conducted through mail orders;
business management consulting (advisory); auctions; promotion on behalf of a
third party; purchasing on behalf of a third party (purchasing of goods or
services on behalf of other enterprises); human resources management consulting;
leasing of office machines and equipment; securing of sponsorship (the
end).

     

    
      
        
          	
                  Registrant:

                	
                  Hangzhou
      Letu Digital Products Trade Co., Ltd.

                
	
                  Registrant’s
      Address:

                	
                  Room
      105, No. 3 Building, Liushui Garden East, Xiacheng District, 

                  Hangzhou,
      Zhejiang Province

                


        

      

      Registration
Valid Period: from July 7, 2010 to July 6, 2020

      


      
        
          	
                  Issued
      by:

                	
                  LI
      Jianchang, Head of Registration Bureau

                
	 
      	
                  /seal/
      Trademark Bureau, People’s Republic of China General 

                  Administration
      of Industry and Commerce