English
        Translation of

      Equity
        Transfer Agreement

      


      This
        Equity Transfer Agreement (the “Agreement”) was executed in Beijing on October
        1, 2008 by the following parties:

      


      Hony
        Capital II, L.P., a limited partnership legally established and existing
        under
        the Cayman Law, with its main operating location at Walker House, Mary Street,
        PO Box 908 GT, George Town, Grand Cayman Islands (the “Seller”);
        and

      


      Jinzhou
        Halla Electrical Equipment Co. Ltd., a subsidiary of a NASDAQ listed company
        WONDER AUTO TECHNOLOGY INC (NASDAQ GM:WATG), a limited company established
        and
        existing under the Chinese law, with its operating location in the city of
        Jinzhou, China (the “Buyer”)

      


      (The
        above-mentioned seller and buyer collectively refer to as “Both Parties”, and
        each a “ Party.”)

      


      Whereas:

      A:
        Jinan
        Worldwide Auto Parts Company is a limited company established and existing
        under
        the Law of the People’s Republic of China with its operating location at No 1
        Worldwide Road, Economic & Development Zone of Jinan (the “Company”) with
        main business of development and manufacturer of valve &
tappets;

      


      B:
        the
        Seller holds 65% equity of Year City Limited, and Year City Limited holds
        100%
        equity of the Company. Except the 100% equity ownership of the Company and
        a
        loan of $2.55 million to the Company, Year City Limited does not have other
        assets and business;

      


      C:
        the
        Seller wishes to sell to the Buyer 65% of the equity of Year City Limited
        based
        on the terms and conditions of this agreement, the Buyer wishes to buy 65%
        of
        Year City equity from the Seller based on the terms and conditions of this
        agreement, which makes the buyer acquire 65% of Year City Limited’s equity and
        control 65% equity of the Company indirectly;

      


      D;
        the
        board of directors of Year City Limited approved on September 30, 2008 the
        sale
        of 65% of its equity by the Seller to the Buyer;

      


      E:
        the
        board of directors of the Buyer approved on September 30, 2008 to buy 65%
        of the
        equity held by Year City Limited and to execute this agreement;

      


      F:
        the
        board of directors of Hony Capital II, L.P. approved on September 30, 2008
        the
        sale of 65% Year City Limited equity by the Seller to the Buyer.

      


      Therefore,
        both parties agree as follows:

      


      Section
        1. The Purchase of Shares and Transfer

      


      Section
        1.1. Purchase
        and Transfer

      The
        Buyer
        agrees to buy from the Seller and the Seller agrees to sell to the Buyer
        65%
        Year City Limited equity held by the Seller (“the Transfer of Shares”) (the
        purchase of the Buyer from the Seller and the transfer of shares from the
        Seller
        to the Buyer are referred to as “The Transaction.”) 


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      


      Section
        1.2. The
        Purchase Price

      The
        Buyer
        shall pay a total cash consideration (the “Purchase Price”) of RMB 80 million to
        the Seller (the RMB 80 million is hereafter referred to as “the “Estimated
        Purchase Price””). 

      


      If
        the
        audited net income ((including tax return, all references to “Audited Net
        Income” include tax return unless otherwise specified)) of the Company for the
        12 months ended December 31, 2008 (the “2008 Audited Net Income”) is between RMB
        19.48 million and RMB 22.88 million (including RMB 19.48 million and 22.88
        million) based on the audit done in accordance with the US General Accepted
        Accounting Principles, the Purchase Price will not be adjusted. If
        the
        2008 Audited Net Income is less than RMB 19.48 million, then the Purchase
        Price
        will be reduced to an amount equal to the product of (i) RMB 80 million and
        (ii)
        the quotient of the 2008 Audited Net Income divided by RMB 19.48 million.
        If the
        2008 Audited Net Income is more than RMB 22.88 million, then the Purchase
        Price
        will be increased to an amount equal to the product of (i) RMB 80 million
        and
        (ii) the quotient of the 2008 Audited Net Income divided by RMB 22.88 million.
        

      


      Section
        1.3. The
        Payment Schedule

      The
        Buyer
        should transfer the amount of US dollars equal to RMB 30 million into the
        Seller’s account on or before October 10, 2008, based
        on
        the exchange rate for the conversion of RMB to U.S. dollar published by the
        China People’s Bank on the payment date.

      


      On
        or
        before December 21, 3008, the Buyer should transfer the amount of US dollars
        equal to RMB 20 million into the Seller’s account, based
        on
        the exchange rate for the conversion of RMB to U.S. dollar published by the
        China People’s Bank on the payment date.

      


      By
        February 15, 2009, the Buyer should hire auditors to audit its financial
        statements based on the US Generally Accepted Accounting Principles at its
        own
        cost. If the 2008 Audited Net Profit is between RMB 19.48 million and RMB
        22.99
        million (including RMB 19.48 million and RMB 22.99 million), the Purchase
        Price
        will not be adjusted, and the Buyer should pay the amount of US dollars equal
        to
        RMB 30 million to the Seller with 7 days after the audit results become
        available, based
        on
        the exchange rate for the conversion of RMB to U.S. dollar published by the
        China People’s Bank on the payment date.
        If the
        2008 Audited Net Profit is higher than RMB 22.88 million or lower than RMB
        19.48
        million, and within 7 days of the delivery of the audit results to the Seller,
        if the Seller agrees in writing with the audit results by the Buyer’s auditors,
        the Buyer should pay by cash the Purchase Price after the adjustment based
        on
        Section 1.2 minus the paid amount of US dollars equal to RMB 50 million within
        5
        days of the written agreement by the Seller and provision of written notice
        to
        the Buyer. Based to the audit results by the Buyer’s auditors, if the 2008
        Audited Net Profit is higher than RMB 22.88 million or lower than RMB 19.48
        million, and the Seller disagrees with the audit results by the Buyer’s
        auditors, the Seller should hire one of the big four accounting firms as
        auditor
        at its own costs and both parties agree to use the audit results as the basis
        of
        the net profit in the 12 months ended December 31, 2008. 

      


      Section
        1.4. The
        Payment Method

      Both
        parties agree that the purchase should be made in US dollars. Under the
        circumstances that the Seller thinks necessary, the Seller can request the
        Buyer
        to pay a designated individual, company or other organizations. 

      The
        Buyer
        should pay the Seller in US dollars in installments and wire the Seller at
        agreed time and amount specified in Section 1.3. The wiring information is
        as
        follows:


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      Bank
        Name: The Hong Kong and Shanghai Banking Corporation

      Bank
        Address: 1 Queen’s Road, Central, Hong Kong

      Swift:
        HSBCHKHHHKH

      Account
        Name: Hony Capital II, L. P.

      Account
        No.(USD):502-657372-274

      


      Section
        2. The Effective Date and Conditions Precedent

      


      Section
        2.1 Effective
        date

      This
        agreement will be effective upon execution by the authorized representatives
        of
        both parties.

      


      Section
        2.2 The
        Documents The Seller Should Deliver Before The Execution Of This
        Agreement

      
        	 	
                ·

              	
                board
                  resolutions of the Seller

              


      

      
        	 	
                ·

              	
                copies
                  of the Seller’s qualification documents (the Business Registration
                  Certificate and the Commercial Registration
                  Certificate)

              


      

      
        	 	
                ·

              	
                copies
                  of the ID or passport of the authorized representatives of the
                  Seller
                  

              


      

      
        	 	
                ·

              	
                board
                  resolutions regarding the distribution of profit to Year City Limited
                  and
                  pledge of the Company

              


      

      
        	 	
                ·

              	
                board
                  resolutions of Year City Limited regarding distribution of profit
                  to the
                  Seller

              


      

      


      Section
        2.3. The
        Documents That The Buyer Should Delivery Before The Execution Of The
        Agreement

      
        	 	
                ·

              	
                board
                  resolutions of the Buyer

              


      

      
        	 	
                ·

              	
                copies
                  of the Buyer’s qualification documents (the Business Registration
                  Certificate and the Commercial Registration
                  Certificate)

              


      

      
        	 	
                ·

              	
                copies
                  of the ID or passport of the authorized representatives of the
                  Buyer

              


      

      


      Section
        3. Closing

      Section
        3.1 Closing

      In
        this
        agreement, “Closing” means the completion of the Transaction pursuant this
        agreement.

      


      Section
        3.2 Closing
        Date

      The
        closing will be conducted pursuant to this agreement. October 10, 2008 is
        the
        initial closing date. The final closing will be conducted after the confirmation
        of the 2008 Audited Net Income pursuant to this agreement.

      


      Section
        3.3. Obligations
        of the Seller

      At
        the
        time of initial closing, the Seller should deliver the following documents
        to
        the Buyer:

      
        	 	
                ·

              	
                the
                  fax copy of the board resolutions in which 2 persons designated
                  by the
                  Buyer are appointed as the members of the board of directors of
                  Year City
                  Limited, the Seller shall keep one member of the
                  board.

              


      

      
        	 	
                ·

              	
                The
                  fax copy of the letter of appointment from Year City Limited in
                  which 3
                  persons designated by the Buyer are appointed as members of the
                  board of
                  directors of the Company. The Seller shall keep 2 members, one
                  of which
                  shall be from the current management
                  team.

              


      

      


      Section
        3.4 Obligations
        of the Buyer

      Pursuant
        to Section 1.3, at the initial closing, the Buyer shall pay the Seller the
        amount of US dollars equal to RMB 30 million.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      Section
        3.5 Upon
        the
        payment by the Buyer on December 21, 2008, the Seller will provide the Buyer
        with Year City Limited’s new shareholder registry, to show that the Buyer has
        been registered as a new shareholder holding 65% of Year City Limited’s
        equity.

      


      Section
        4. Representations, Warranties And Commitments

      Section
        4.1
        Both
        Parties represent and warrant the following:

      A,
        it is
        duly organized, validly and effectively existing under the laws, and in good
        standing.

      B,
        It has
        the requisite corporate power and authority to deliver and execute the
        agreements.

      C,
        It has
        adopted all the necessary corporate actions to authorize it to execute the
        agreement.

      D,
        Upon
        execution by both parties’ authorized representatives, this agreement will be
        effective and legally binding.

      E,
        The
        execution of this agreement and performance of the obligations under this
        agreement will not conflict, violate or contradict any laws or regulations
        of
        the government.

      F,
        There
        are no lawsuits, arbitration, administrative penalty, bankrupt, reform, close
        down and any other legal procedures that may negate the execution of this
        agreement. and

      G,
        All
        the information provided by both parties is valid, accurate and complete,
        and
        not misleading. All the representations and warranties of the important aspects
        made by the parties on the execution date are valid, accurate and complete,
        and
        remain valid, accurate and complete on the “delivery” day. The agreement allows
        the parties to redeliver their representations and warranties before the
        delivery so long as they do not have material impact on the
        Transaction.

      


      Section
        4.2.
        The
        Seller warrants the following:

      A,
        The
        Seller has disclosed all the important information about the Company in the
        Company’s financial reports.

      B,
        After
        transferring the equity, Seller will assist the Buyer with the transfer
        procedures and obtaining approvals from the government, banks and other third
        parties.

      


      Section
        4.3.
        The
        Buyer warrants the following:

      A,
        Before
        December 28, 2008, Buyer shall repay the loan of US$2.55 million to Year
        City
        Limited. This loan should be directly paid to the Seller’s bank account, and the
        Buyer should assume the responsibility as the direct debtor, while the Seller
        as
        the direct creditor.

      B,
        Buyer’s capital is legal and sufficient.

      C,
        Buyer
        should have a long-term plan to develop the Company and its products


      D,
        Buyer
        can rearrange the Company’s management team based its future development.


      


      Section
        5. Special terms

      Section
        5.1
        Both
        parties confirm that, before execution of the agreement, the Company has
        declared a dividend of RMB 51,369,845.13 to Year City Limited, and Year City
        Limited has declared the same amount as dividend to the Seller. The dividend
        has
        not been paid, and such amount remains in the Company’s account temporarily. The
        Seller is the legal owner of the dividend and no third party may claim it,
        either before or after the Transaction. Buyer agrees that the Buyer does
        not
        have any right in the dividend and that the dividend will not affect the
        purchase price in this agreement.

      


      Section
        5.2
        Seller
        has the right to assign the right to receive the above-mentioned dividend
        to any
        designated companies or other organizations. The Buyer shall urge the Company,
        Year City Limited and other new shareholders of the Company to coordinate
        with
        the Seller for the assignment (including relevant creditor’s right transfer on
        any paperwork regarding the applications for China foreign currency management
        procedures, etc.) 


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      Section
        5.3
        The
        Buyer agrees and guarantees that within 30 days of the execution of this
        agreement, the shareholders of the Company shall pledge 40% of the Company’s
        share ownership to the Seller, with the Company’s shareholders as the guarantor,
        the Buyer as the guarantee and the Seller as the beneficiary, to guarantee
        that
        the Buyer will make all the payments to the Seller on time and the Buyer
        will
        fulfill its obligations under Section 5.2 as well as other sections of this
        agreement. 

      


      Section
        5.4
        To
        effectuate the pledge with the relevant department of the government, the
        Buyer
        should accept, sign and ensure the Company’s current shareholders to accept,
        sign the related documents for completion of the pledge successfully, (
        including but not limited to any guarantee agreement or credit agreement
        ), and
        ensure the enforceability of the pledge under the Chinese laws.

      


      Section
        5.5
        If the
        Buyer is not able to fulfill its obligation for any legal or acceptable reasons,
        the only direct shareholder of the Buyer WONDER AUTO LIMITED should replace
        the
        Buyer and fulfill all obligations of the Buyer under this
        agreement.

      


      Section
        6. Confidentiality

      Section
        6.1 Confidentiality
        obligations

      The
        related parties of this agreement shall keep confidential all contents of
        this
        agreement and confidential information provided by the parties. This agreement
        should not be disclosed to any third party.

      


      Notwithstanding
        the above, all parties may disclose the contents of this agreement and other
        confidential information to its employees, directors and professional
        consultants, restricted to the reasonable needs to fulfill the purpose of
        this
        agreement. It should be assured that employees, directors and professional
        consultants understand and obey the confidentiality obligation.

      


      Section
        6.2 Confidential
        information

      For
        the
        purpose of Section 6, the “confidential information” refers to all oral or
        written information of the party’s business operation, business strategy,
        business plan, investment plans, products, sales, customers, employees,
        marketing, technology, finance or other related aspects or any thing related,
        which includes but is not limited to all reports and records and all copies
        (electronic copies are included), copies, translations.

      


      Section
        6.3 Term
        of the confidentiality obligations

      After
        the
        termination of this agreement, all restrictions of Section 6 are still
        applicable indefinitely.

      


      Section
        7. Force majeure

      Section
        7.1. “Force
        majeure” refers to all unforeseeable, unavoidable occurrence and results at the
        time of the signing of this agreement, all matters related to prohibiting
        any
        party from carrying our all or partial of this agreement after the signing
        of
        this agreement. These matters include earthquakes, typhoon, flood, fire,
        wars,
        domestic and international traffic trouble, government or public actions,
        infectious diseases, civil unrest, strikes, and any unforeseeable, unavoidable
        situations.

      


      Section
        7.2 Terminations

      If
        any
        force majeure event happens, the obligation of the affected party should
        be
        terminated and the agreement automatically extended and this party will not
        be
        deemed as breaching this agreement.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      


      Section
        7.3 Notice
        of Force Majeure

      The
        party
        who claims Force Majeure should notify the other party in writing immediately
        and provide sufficient evidence of the existence and continuance of the Force
        Majeure event.

      


      Section
        7.3 Resolution

      In
        the
        event of Force Majeure, both parties should negotiate immediately for a fair
        resolution and try their best to minimize the impact.

      


      Section
        8 Liability for breach of contract

      


      Section
        8.1
        Any
        party who breaches the terms and conditions of this agreement should be liable
        for all the losses caused to the non-breaching party.

      


      Section
        8.2 If
        the
        Transaction could not be completed because of the Buyer’s fault, the Buyer
        should immediately pay the Seller a penalty of 2 million US dollars; If the
        Buyer failed to fulfill its obligations under Section 5 of this agreement,
        besides continuing to fulfill the obligations, the Buyer should immediately
        pay
        the Seller a penalty of 2 million US dollars. If the Transaction, could not
        be
        completed because of Seller’s fault, the Seller should immediately pay the Buyer
        a penalty of 2 million US dollars

      


      Section
        9. Notice

      


      Section
        9.1 Notice

      If
        any
        notice is sent by one party to the other, it should be sent by Personal
        Delivery, Fax, Registered Mail by Air or Express to the following addresses.
        If
        the notice is sent by Personal Delivery, the delivery date should be deemed
        as
        the acceptance date. If the notice is sent by Fax, the date when the fax
        is
        completed should be deemed as the acceptance date. (The sender should provide
        the fax report as evidence.) If the notice is sent by Registered Mail by
        Air,
        the seventh day after the delivery date based on to postmark should be deemed
        as
        the acceptance date. If the notice is sent by Express, the third day after
        the
        delivery date based on the express report should be deemed as the acceptance
        date.

      


      Contact
        Information of the Parties:

      


      Seller:
        Hony Capital

      Address:
        6th floor, South Tower C, Raycom InfoTech Park, No. 2, Ke Xue Yuan Nan Lu,
        Haidian District Beijing, P.R. China 100190

      Contact
        person.: Mr. Jing Wang 

      Fax:
        010-6250 9181

      Tele:010-6250
        9988

      


      Buyer:
        Jinzhou Halla Electrical Equipment Co., Ltd.

      Address:
        Yulu Street NO.16, Jinzhou City, Liaoning Province, P.R .China.

      Contact:
        Mr. Qi Liang

      Fax:
        0416-3880059 

      Tele:
        0416-3880061

      


      Section
        10. Governing Law. 


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      Section
        10.1 Governing
        Law 

      This
        Agreement shall be governed by and construed in accordance with the laws
        of Hong
        Kong.

      


      Section
        11. Dispute Resolution.

      


      Section
        11.1 Negotiation
        and Arbitration

      If
        any
        dispute arises between the parties relating to this Agreement, they should
        submit the dispute to China International Economic and Trade Arbitration
        Commission in accordance with the then current effective arbitration rules.
        Mediation or arbitration shall take place in Beijing. In the event of
        arbitration, the parties agree that the arbitration award shall be final
        and
        should be binding to the parties. The parties hereto agree that judgment
        on the
        arbitration award may be entered and enforced in any court of competent
        jurisdiction.

      


      Section
        11.2 Effect
        of Arbitration procedure

      The
        commencement of the arbitration procedures should NOT lead to the termination
        of
        this agreement. This agreement shall have full legal effect until the
        arbitration award is given.

      


      Section
        12. Miscellaneous

      


      Section
        13. Fees and Expenses

      Each
        party shall be responsible for its own expenses related to this
        Agreement.

      


      Section
        14. Deadline

      The
        Buyer
        should complete due diligence within 45 days of the execution date of this
        agreement.

      


      Section
        14.1 Non-waivers.

      Failure
        to exercise and or delay in exercising any right, remedy, power or privilege
        shall be construed or deemed as a waiver of any underlying rights. Failure
        to
        exercise or partial exercise of any right, remedy, power or privilege shall
        not
        affect any future exercise of the right, remedy, power or
        privilege.

       

      Section
        14.2 Amendments.

      This
        Agreement is entered into for the benefits of the parties in this agreement
        and
        their lawful assignees. Any amendment of this agreement should be made by
        the
        written consent of both parties.

      


      Section
        14.3 Severability. 

      The
        invalidity or unenforceability of any provision of this Agreement shall not
        affect the validity or enforceability of any other provision of this
        agreement.

      


      Section
        14.4 Counterparts.

      Six
        original copies of this agreement should be signed in Chinese, with the Seller,
        the Buyer and WONDER AUTO LIMITED holding two copies each.

      


      Section
        14.5 Entire
        Agreement. 

      This
        Agreement embodies the entire agreement and understanding between the parties
        with respect to the subject matter hereof and supersedes all prior agreements
        and understandings relating to such subject matter.

      


      Section
        14.6 Expenses,
        Fees and Taxes.

      The
        parties agree that each party shall be responsible for its own expenses,
        fees,
        or taxes incident to the preparation, negotiation, subscription and delivery
        of
        this agreement.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Hony
        Capital II, L.P.

      


      Authorized
        Representative (signature)

      


      Jinzhou
        Halla Electrical Equipment Co., Ltd.

      


      Authorized
        Representative (signature)

      


      WONDER
        AUTO LIMITED

      


      Authorized
        Representative (signature)