Unassociated Document


     

    SHARE
      PURCHASE AGREEMENT

     

    Effective
      as of October 28, 2008

     

    Between

     

    BIAN
      YONG and LI ZHONG

     

    (collectively,
      as the “Sellers”)

     

    and

     

    RISE
      AND GROW LIMITED

     

    and

     

    ZYTX
      TECHNOLOGY CO., LTD.

     

    (collectively,
      as the “Buyer”)

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    STOCK
      PURCHASE AGREEMENT

     

    THIS
      STOCK PURCHASE AGREEMENT
      (this
“Agreement”)
      is
      effective as of October 28, 2008 (the “Effective
      Date”),
      by
      and between Rise and Grow Limited, a Hong Kong limited company (“R&G”)
      and
      ZYTX Technology Co., Ltd.(“ZYTX”),
      a
      company organized under the laws of The People’s Republic of China and is a
      Variable Interest Entity controlled by R&G through its wholly-owned PRC
      subsidiary ZBDT (Beijing) Technology Co., Ltd. (ZYTX and R&G are
      collectively refered to as the “Buyer”),
      and
      also Bian Yong and Li Zhong, each is a resident of The People’s Republic of
      China, excluding Hong Kong, Macau and Taiwan (“Seller”
and
      collectively, “Sellers”).

     

    PRELIMINARY
      STATEMENT

     

    Sellers
      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 The People’s Republic of China
      (the “Company”).
      Sellers desire to sell to Buyer, and Buyer desires to purchase from Sellers,
      all
      of the registered capital of the Company on the terms and subject to the
      conditions set forth herein.

     

    Accordingly,
      in consideration of the mutual agreements hereinafter set forth, Buyer and
      Sellers 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; provided
      that neither the Company nor any Subsidiary of the Company shall be deemed
      an
      Affiliate of Sellers.

     

    “Associate”
has
      the
      meaning specified in Section
      4.15.

     

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

     

    “Balance
      Sheet Date”
means
      June 30, 2008. 

     

    “Buyer”
      means
      R&G together with its Variable Interest Entity, ZYTX, which is controlled by
      R&G through its wholly-owned subsidiary, ZBDT, 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.

     

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

     

    “Closing”
means
      the closing of the transfer of the Shares from Sellers to Buyer.

     

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

     

    “Code”
means
      the Internal Revenue Code of 1986, as amended.

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    “Company
      Agreements”
has
      the
      meaning specified in Section
      4.15.

     

    “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.

     

    “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.

     

    “Laws”
has
      the
      meaning set forth in Section
      4.14.
      

     

    “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.

     

    “Money
      Laundering Laws”
has
      the
      meaning set forth in Section
      4.23.

     

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

     

    
      
        
        

      

      
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    “Patent
      Rights”
means
      United States 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.

     

    “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 currence of the People’s Republic of China.

     

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

     

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

     

    “Shares”
means
      all of the registered capital 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.

     

    “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
      United States, state and foreign trademarks, service marks, logos, trade dress
      and trade names (including all assumed or fictitious names under which the
      Company [or any Subsidiary] 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.

     

    “ZBDT”
means
      ZBDT (Beijing) Technology Co. Ltd., a company organized under the laws of The
      People’s Republic of China and a wholly-owned subsidiary of R&G as set forth
      in the preamble to this Agreement. 

     

    “ZYTX”
means
      ZYTX Technology Co. Ltd., a company organized under the laws of The People’s
      Republic of China and is a Variable Interest Entity controlled by R&G
      through its wholly-owned PRC subsidiary ZBDT. 

     

    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,
      Sellers shall sell, transfer, assign, convey and deliver to ZYTX,
      and
      Buyer shall purchase from Sellers, 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 RMB
      40,000,000 in
      cash
      (the “Purchase
      Price”),
      of
      which RMB30,000,000 shall be funded by R&G and RMB10,000,000 shall be funded
      by ZYTX.
      

     

    
      
        
        

      

      
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    Section
      2.3 Certain
      Tax Matters

     

    The
      Company shall pay, at or prior to the Closing Date, all of its Taxes through
      its
      most recently completed fiscal year. In addition, Sellers shall be responsible
      for all transfer and withholding Taxes related to the transaction contemplated
      by this Agreement.

     

    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 Sellers after the conditions set forth in Article
      VIII
      have
      been satisfied, at such place or at such other time as shall be agreed upon
      by
      Buyer and Sellers. The time and date on which the Closing is actually held
      are
      sometimes referred to herein as the “Closing
      Date”.

     

    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 specified in Schedule
      3.2.

     

    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 Sellers 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’ 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) Certificate
      of the corporate secretary of R&G,
      dated
      the Closing Date, in form and substance reasonably satisfactory to Sellers,
      as
      to (i) no amendments to the Certificate of Incorporation of R&G
      since a
      specified date; (ii) the Charter of R&G;
      (iii)
      the 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 (iv) incumbency and signatures of the
      officers of
      R&G
      executing this Agreement and any Buyer Ancillary Agreement; and

     

    (f) Certificate
      of the corporate secretary of ZYTX, dated the Closing Date, in form and
      substance reasonably satisfactory to Sellers, as to (i) no amendments to the
      Certificate of Incorporation of ZYTX since a specified date; (ii) the Charter
      of
      ZYTX; (iii) the resolutions of the Board of Directors of ZYTX (or the
      equivalent) authorizing the execution and performance of this Agreement and
      the
      transactions contemplated hereby; and (iv) incumbency and signatures of the
      officers of ZYTX executing this Agreement and any Buyer Ancillary Agreement;
      and

     

    (g) The
      certificates
      contemplated by Section 8.2(a)-(b),
      duly
      executed by an authorized officer of R&G
      and an authorized officer of ZYTX.

     

    
      
        
        

      

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

     

    (a) Copy
      of
      the Certificate of Incorporation (or the equivalent) of the Company certified
      as
      of a recent date by the appropriate office of The People’s Republic of China and
      a copy of the Company’s bylaws (or the equivalent) dated as of a recent
      date.

     

    (b) Sellers’
      Certificate, executed by each of the Sellers and dated the Closing Date, in
      form
      and substance reasonably satisfactory to Buyer, certifying that (i) no
      litigation, proceeding, investigation, or inquiry is pending, or to the best
      knowledge of Sellers threatened, which might result in an action to enjoin
      or
      prevent the consummation of the transactions contemplated by this Agreement,
      or,
      to the extent not disclosed herein, by or against the Company, which might
      result in any material adverse change in any of the assets, properties,
      business, or operations of the Company and (ii) there have been no amendments
      to
      the Certificate of Incorporation or the bylaws of the Company (or their
      equivalents) since the dates indicated on such documents as delivered in
      accordance with Section
      3.4(a).
      

     

    (c) Opinion
      of counsel to Sellers substantially in the form contained in Exhibit
      A
      attached
      hereto;

     

    (d) All
      consents, waivers or approvals required to be obtained by Sellers and/or the
      Company with respect to the consummation of the transactions contemplated by
      this Agreement;

     

    (e) The
      certificate contemplated by Sections
      8.1(a)
      duly
      executed by each Seller; and

     

    ARTICLE
      4

    REPRESENTATIONS
      AND WARRANTIES OF SELLERS

     

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

     

    Section
      4.1 Title
      to the Shares; Authority of Sellers.

     

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

     

    (c) Neither
      the execution and delivery of this Agreement or any of the Sellers Ancillary
      Agreements 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:

     

    
      
        
        

      

      
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    (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 Sellers 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 Sellers or the Company is a party or any of the respective assets or
      properties of Sellers or the Company is subject or by which Sellers or the
      Company is bound, (3) any Court Order to which Sellers or the Company is a
      party
      or any of the respective assets or properties of Sellers or the Company is
      subject or by which Sellers or the Company is bound, or (4) any Requirements
      of
      Laws affecting Sellers or the Company or their respective assets or properties;
      or

     

    (ii) require
      the approval, consent, authorization or act of, or the making by Sellers 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 RMB10,000,000. 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. Sellers 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.

     

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

     

    Section
      4.4 Financial
      Statements.
      Schedule
      4.4
      contains
      (i) the audited balance sheets of the Company as of June 30, 2007 and June
      30,
      2008 and the related statements of income and cash flows for the two years
      then
      ended, together with the appropriate notes to such financial statements and
      the
      report thereon of June 30, 2008, and (ii) the unaudited balance sheet of the
      Company as of September 30, 2008, (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. 

     

    
      
        
        

      

      
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    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.

     

    (b) Since
      the
      Balance Sheet Date, the Company has conducted its business only in the ordinary
      course and in conformity with past practice and, without limiting the generality
      of the foregoing, has not:

     

    (i) sold,
      leased (as lessor), transferred or otherwise disposed of (including any
      transfers from the Company to Sellers or any of its Affiliates), or mortgaged
      or
      pledged, or imposed or suffered to be imposed any Encumbrance (other than a
      Permitted Encumbrance) on, any of the assets reflected on the Balance Sheet
      or
      any assets acquired by the Company after the Balance Sheet Date, except for
      inventory and minor amounts of personal property sold or otherwise disposed
      of
      for fair value in the ordinary course of business consistent with past
      practice;

     

    (ii) canceled
      any debts owed to or claims held by the Company (including the settlement of
      any
      claims or litigation) or waived any other rights held by the Company other
      than
      in the ordinary course of business consistent with past practice;

     

    (iii) paid
      any
      claims against the Company (including the settlement of any claims and
      litigation against the Company or the payment or settlement of any obligations
      or liabilities of the Company) other than in the ordinary course of business
      consistent with past practice;

     

    (iv) created,
      incurred or assumed, or agreed to create, incur or assume, any indebtedness
      for
      borrowed money (other than money borrowed or advances from Sellers or any of
      its
      Affiliates in the ordinary course of business consistent with past practice)
      or
      entered into, as lessee, any capitalized lease obligations;

     

    (v) accelerated
      or delayed collection of notes or accounts receivable in advance of or beyond
      their regular due dates or the dates when the same would have been collected
      in
      the ordinary course of business consistent with past practice;

     

    (vi) delayed
      or accelerated payment of any account payable or other liability of the Company
      beyond or in advance of its due date or the date when such liability would
      have
      been paid in the ordinary course of business consistent with past
      practice;

     

    (vii) acquired
      any real property or undertaken or committed to undertake capital expenditures
      exceeding RMB100,000 in
      the
      aggregate;

     

    (viii) made,
      or
      agreed to make, any payment of cash or distribution of assets to Sellers or
      any
      of its Affiliates;

     

    
      
        
        

      

      
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    (ix) instituted
      any increase in any compensation payable to any officer or employee of the
      Company or in any profit-sharing, bonus, incentive, deferred compensation,
      insurance, pension, retirement, medical, hospital, disability, welfare or other
      benefits made available to officers or employees of the Company;

     

    (x) made
      any
      change in the accounting principles and practices used by the Company from
      those
      applied in the preparation of the Balance Sheet and the related statements
      of
      income and cash flow for the period ended on the Balance Sheet
      Date;

     

    (xi) entered
      into or become committed to enter into any other material transaction except
      in
      the ordinary course of business; or

     

    (xii) prepared
      or filed any Tax Return inconsistent with past practice or, on any such Tax
      Return, taken any position, made any election, or adopted any method that is
      inconsistent with positions taken, elections made or methods used in preparing
      or filing similar Tax Returns in prior periods.

     

    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 Taxes.
      

     

    (a) All
      Tax
      Returns of the Company required to be filed by any of them have been filed,
      all
      such Tax Returns are true and correct in all material respects, and all Taxes
      shown on such Tax Returns to be due and payable and all assessments, fees and
      other governmental charges upon the Company and upon their respective
      properties, assets, income, businesses and franchises that are due and payable
      have been paid when due and payable, except for such Taxes (i) which are not
      yet
      delinquent or (ii) that are being contested in good faith and by proper
      proceedings, and against which adequate reserves or other appropriate
      provisions, if any, as shall be required in conformity with GAAP shall have
      been
      made or provided therefore. All Taxes required to be withheld by the Company
      have been duly withheld, and such withheld Taxes have been either duly paid
      to
      the proper Governmental Body or properly set aside in accounts for such purpose.
      

     

    (b) No
      Governmental Body has asserted or threatened to assert any deficiency, claim
      or
      issue with respect to Taxes or any adjustment to Taxes against the Company
      with
      respect to any taxable period for which the period of assessment or collection
      remains open. No adjustment that would materially increase the Tax liability,
      or
      materially reduce any Tax Asset, of the Company or any Subsidiary has been
      made,
      proposed or threatened by a Governmental Body during any audit of any taxable
      period which would reasonably be expected to be made, proposed or threatened
      in
      an audit of any subsequent taxable period.

     

    (c) The
      Company will not be required to include any item of income in, or exclude any
      item of deduction from, taxable income for any taxable period (or portion
      thereof) ending after the Closing Date, as a result of any (i)
      change
      in method of accounting for a taxable period ending on or prior to the Closing
      Date under Section 481 of the Code (or any corresponding provision of state,
      local or foreign income Tax law), (ii)
      installment sale or open transaction disposition made on or prior to the Closing
      Date or (iii)
      prepaid
      amount received on or prior to the Closing Date.

     

    
      
        
        

      

      
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    (d) The
      Company has never been a member of any consolidated, combined, affiliated or
      unitary group of corporations for any Tax purposes other than a group in which
      the Company is the common parent.

     

    (e) Sellers
      have paid all relevant Taxes including capital gain Taxes, transfer Taxes and
      withholding Taxes originated by this agreement, particularly as related to
      the
      transfer of the Units and has provided Buyer evidence of such.

     

    (f) Sellers
      or the Company have paid, prior to the Closing Date, all of its applicable
      Taxes. 

     

    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 The People’s Republic of 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 Sellers.

     

    (i) The
      Company has fulfilled and performed its obligations under each of the
      Governmental Permits, and no event has occurred or condition or state of facts
      exists which constitutes or, after notice or lapse of time or both, would
      constitute a breach or default under any such Governmental Permit or which
      permits or, after notice or lapse of time or both, would permit revocation
      or
      termination of any such Governmental Permit, or which might adversely affect
      the
      rights of the Company under any such Governmental Permit; (ii) no notice of
      cancellation, of default or of any dispute concerning any Governmental Permit,
      or of any event, condition or state of facts described in the preceding clause,
      has been received by, or is known to, Sellers or the Company; and (iii) each
      of
      the Governmental Permits is valid, subsisting and in full force and effect
      and
      will continue to be in full force and effect immediately after the Closing,
      in
      each case without (x) the occurrence of any breach, default or forfeiture of
      rights thereunder, or (y) the consent, approval, or act of, or the making of
      any
      filing with, any Governmental Body.

     

    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 Sellers’s or the Company’s
      possession and any policies of title insurance currently in force and in the
      possession of Sellers or the Company with respect to each such parcel of Leased
      Real Property have heretofore been delivered by Sellers 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 Sellers 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.

     

    
      
        
        

      

      
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    (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 Sellers 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 Sellers
      to
      Buyer.

     

    (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 Sellers nor the Company has had notice
      of, or knowledge of any basis for, a claim against Sellers 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.

     

    
      
        
        

      

      
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    (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. All accounts receivable
      reflected in the Balance Sheet are good and collectible in the ordinary course
      of business at the aggregate recorded amounts thereof, net of any applicable
      allowance for doubtful accounts reflected in the Balance Sheet.

     

    Section
      4.14 Reserved.

     

    Section
      4.15 Employee
      Relations.

     

    (a) Schedule
      4.15(A)
      contains: (i) a list of all key employees or commission salespersons of the
      Company as of the Effective Date whose then current annual compensation was
      in
      excess of RMB100,000 and (ii) the then current annual compensation of, and
      a
      description of the fringe benefits (other than those generally available to
      employees of the Company) provided by the Company to any such employees or
      commission salespersons.

     

    (b) 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.

     

    (c) 
      (i) To
      the best knowledge of Sellers and the Company, the Company is not involved
      in
      any transaction or other situation with any employee, officer, director or
      Affiliate of the Company which may be generally characterized as a “conflict of
      interest”, including, but not limited to, direct or indirect interests in the
      business of competitors or customers of the Company and (ii) there are no
      situations with respect to the Company which involved or involves (A) the use
      of
      any corporate funds for unlawful contributions, gifts, entertainment or other
      unlawful expenses related to political activity, (B) the making of any direct
      or
      indirect unlawful payments to government officials or others from corporate
      funds or the establishment or maintenance of any unlawful or unrecorded funds,
      (C) the violation of any of the provisions of The Foreign Corrupt Practices
      Act
      of 1977, or any rules or regulations promulgated thereunder, (D) the receipt
      of
      any illegal discounts or rebates or any other violation of the antitrust laws
      or
      (E) any investigation by the U.S. Securities and Exchange Commission or any
      other federal, foreign, state or local government agency or
      authority.

     

    (d) Since
      the
      Balance Sheet Date, the Company has not, directly or indirectly, purchased,
      leased from others or otherwise acquired any material property or obtained
      any
      material services from, or sold, leased to others or otherwise disposed or
      any
      material property or furnished any material services to (except with respect
      to
      remuneration for services rendered as a director, officer or employee of the
      Company), in the ordinary course of business or otherwise, (i) Sellers, (ii)
      any
      other Affiliate of the Company, (iii) any Person who is an officer or director
      of the Company or (iv) any Associate of any person referred to in clause (i),
      (ii) or (iii) above. The Company does not owe any amount in excess of RMB100,000
      to, or have any contract with or commitment to, Sellers or any manager,
      director, officer or employee of the Company (other than for compensation for
      current services not yet due and payable and reimbursement of expenses arising
      in the ordinary course of business) and none of such Persons owes any amount
      in
      excess of RMB100,000 to
      the
      Company. An “Associate”
of
      any
      Person means (i) a corporation or organization of which such Person is an
      officer or partner or is, directly or indirectly, the beneficial owner of ten
      percent (10%) or more of any class of equity securities, (ii) any trust or
      other
      estate in which such Person has a substantial beneficial interest or as to
      which
      such Person serves as trustee or in a similar fiduciary capacity and (iii)
      any
      relative or spouse of such Person, or any relative of such spouse, who has
      the
      same home as such Person or who is a director or officer of the person or any
      of
      its parents or subsidiaries.

     

    
      
        
        

      

      
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    (e) 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 any of the purposes described in Section 162(c) of the Code, or (iv) 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 2008, which the Company reasonably
      anticipates will involve the payment of more than RMB250,000 in fiscal year
      ending 2009 or which extends beyond fiscal year ending 2010;

     

    (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.

     

    
      
        
        

      

      
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    (b) Each
      of
      the leases, contracts and other agreements listed in Schedules
      4.10(B),
      4.11(B),
      4.12
      and
4.16
      (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 Sellers.

     

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

     

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

     

    (e) to
      the
      best knowledge of Sellers 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. Sellers
      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. Sellers 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. Sellers 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.

     

    
      
        
        

      

      
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    Section
      4.22 No
      Finder.
      Neither
      Sellers, 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.

     

    Section
      4.23 Intentionally
      Not Used.

     

    Section
      4.24 Disclosure.
      None of
      the representations or warranties of Sellers contained herein, none of the
      information contained in the Schedules referred to in this Article
      IV,
      and
      none of the other information or documents furnished to Buyer or any of its
      representatives by Sellers 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 Sellers to enter into this Agreement and to consummate the
      transactions contemplated hereby, Buyer hereby represents and warrants to
      Sellers and agrees as follows:

     

    Section
      5.1 Organization
      of Buyer.
      

     

    (a) R&G
      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) ZYTX
      is a
      company duly organized, validly existing and in good standing under the laws
      of
      The People’s Republic of China 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) R&G
      has full
      power and authority to execute, deliver and perform this Agreement and all
      of
      the Buyer Ancillary Agreements. The execution, delivery and performance of
      this
      Agreement and the Buyer Ancillary Agreements by R&G
      have
      been duly authorized and approved by R&G’s
      board
      of directors and do not require any further authorization or consent of
R&G
      or its
      stockholders. This Agreement has been duly authorized, executed and delivered
      by
R&G
      and is
      the legal, valid and binding agreement of R&G
      enforceable in accordance with its terms, and each of the Buyer Ancillary
      Agreements has been duly authorized by R&G
      and upon
      execution and delivery by R&G
      will be
      a legal, valid and binding obligation of R&G
      enforceable in accordance with its terms.

     

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

     

    
      
        
        

      

      
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    Section
      5.3 Neither
      the execution and delivery of this Agreement nor
      any of
      the Buyer Ancillary Agreements 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
R&G
      or ZYTX,
      (2) any
      material note, instrument, agreement, mortgage, lease, license, franchise,
      permit or other authorization, right, restriction or obligation to which
either
      R&G or ZYTX
      is a
      party or any of their
      properties are
      subject
      or by which they
      are
      bound,
      (3) any Court Order to which either
      R&G or ZYTX
      is a
      party or by which it is bound or (4) any Requirements of Laws affecting
either
      R&G or ZYTX;
      or

     

    (b) require
      the approval, consent, authorization or act of, or the making by either
      R&G or ZYTX
      of any
      declaration, filing or registration with, any Person.

     

    ARTICLE
      6

    Intentionally
      Not Used.

     

    ARTICLE
      7

    ADDITIONAL
      AGREEMENTS

     

    Section
      7.1 Covenant
      Not to Compete or Solicit Business.

     

    (a) In
      furtherance of the sale of the Shares to Buyer hereunder and more effectively
      to
      protect the value and goodwill of the assets and business of the Company,
      Sellers covenants and agrees that, for a period ending on the two (2) year
      anniversary of the Closing Date, neither Sellers nor any of its Affiliates
      will:

     

    (i) directly
      or indirectly (whether as principal, agent, independent contractor, partner
      or
      otherwise) own, manage, operate, control, participate in, perform services
      for,
      or otherwise carry on, a business similar to or competitive with the business
      conducted by the Company on the date hereof anywhere in The People’s Republic of
      China (it being understood by the parties hereto that the business prohibited
      activities are not limited to any particular region because such business has
      been conducted by the Company throughout The People’s Republic of China and the
      prohibited activities may be engaged in effectively from any location in The
      People’s Republic of China; or

     

    (ii) induce
      or
      attempt to persuade any employee, agent or customer of the Company to terminate
      such employment, agency or business relationship in order to enter into any
      such
      relationship on behalf of any other business organization in competition with
      the business conducted by the Company on the date hereof;

     

    (iii) provided,
      that nothing set forth in this Section
      7.1
      shall
      prohibit Sellers or its Affiliates from owning not in excess of five percent
      (5%) in the aggregate of any class of capital stock of any corporation if such
      stock is publicly traded and listed on any national or regional stock
      exchange.

     

    (b) In
      addition, Sellers covenants and agrees that neither it nor any of its Affiliates
      will divulge or make use of any trade secrets or other confidential information
      of the Company other than to disclose such secrets and information to Buyer
      or
      its Affiliates.

     

    
      
        
        

      

      
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    (c) In
      the
      event Sellers or any Affiliate of Sellers violates any of its obligations under
      this Section
      7.1,
      Buyer
      or the Company may proceed against it in law or in equity for such damages
      or
      other relief as a court may deem appropriate. Sellers acknowledge
      that a
      violation of this Section
      7.1
      may
      cause Buyer or the Company irreparable harm which may not be adequately
      compensated for by money damages. Sellers therefore agrees that in the event
      of
      any actual or threatened violation of this Section
      7.1,
      Buyer
      or the Company shall be entitled, in addition to other remedies that it may
      have, to a temporary restraining order and to preliminary and final injunctive
      relief against Sellers or such Affiliate of Sellers to prevent any violations
      of
      this Section
      7.1,
      without
      the necessity of posting a bond. The prevailing party in any action commenced
      under this Section
      7.1
      shall
      also be entitled to receive reasonable attorneys’ fees and court
      costs.

     

    (d) It
      is the
      intent and understanding of each party hereto that if, in any action before
      any
      court or agency legally empowered to enforce this Section
      7.1,
      any
      term, restriction, covenant or promise in this Section
      7.1
      is found
      to be unreasonable and for that reason unenforceable, then such term,
      restriction, covenant or promise shall be deemed modified to the extent
      necessary to make it enforceable by such court or agency.

     

    Section
      7.2 Access
      to Records after Closing.
      For a
      period of four (4) years after the Closing Date, Buyer and its representatives
      shall have reasonable access to all of the books and records relating to the
      Company which Sellers or any of its Affiliates may retain after the Closing
      Date. Such access shall be afforded by Sellers and its Affiliates upon receipt
      of reasonable advance notice and during normal business hours. Buyer shall
      be
      solely responsible for any costs and expenses incurred by it pursuant to this
      Section
      7.2.
      If
      Sellers or any of its Affiliates shall desire to dispose of any of such books
      and records prior to the expiration of such six-year period, Sellers shall,
      prior to such disposition, give Buyer a reasonable opportunity, at Buyer’s
      expense, to segregate and remove such books and records as Buyer may
      select.

     

    Section
      7.3 Confidential
      Nature of Information.
      Each
      party agrees that it will treat in confidence all documents, materials and
      other
      information which it shall have obtained regarding the other party during the
      course of the negotiations leading to the consummation of the transactions
      contemplated hereby (whether obtained before or after the date of this
      Agreement), the investigation provided for herein and the preparation of this
      Agreement and other related documents, and, in the event the transactions
      contemplated hereby shall not be consummated, each party will return to the
      other party all copies of nonpublic documents and materials which have been
      furnished in connection therewith. Such documents, materials and information
      shall not be communicated to any third Person (other than, in the case of Buyer,
      to its counsel, accountants, financial advisors or lenders, and in the case
      of
      Sellers, to its counsel, accountants or financial advisors). No Person shall
      use
      any confidential information in any manner whatsoever except solely for the
      purpose of evaluating the proposed purchase and sale of the Shares or the
      negotiation or enforcement of this Agreement or any agreement contemplated
      hereby; provided that after the Closing Buyer and the Company may use or
      disclose any confidential information related to the Company or its assets
      or
      business. The obligation of each party to treat such documents, materials and
      other information in confidence shall not apply to any information which (i)
      is
      or becomes lawfully available to such party from a source other than the
      furnishing party, (ii) is or becomes available to the public other than as
      a
      result of disclosure by such party or its agents, (iii) is required to be
      disclosed under applicable law or judicial process, but only to the extent
      it
      must be disclosed, or (iv) such party reasonably deems necessary to disclose
      to
      obtain any of the consents or approvals contemplated hereby.

     

    Section
      7.4 No
      Public Announcement.
      Neither
      Buyer nor Sellers shall (nor shall Sellers permit the Company to), without
      the
      approval of the other, make any press release or other public announcement
      concerning the transactions contemplated by this Agreement, except as and to
      the
      extent that any such party shall be so obligated by law or the rules of any
      stock exchange or quotation system, in which case the other party shall be
      advised and the parties shall use their best efforts to cause a mutually
      agreeable release or announcement to be issued; provided that the foregoing
      shall not preclude communications or disclosures necessary to implement the
      provisions of this Agreement or to comply with the accounting and U.S.
      Securities and Exchange Commission disclosure obligations.

     

    
      
        
        

      

      
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    Section
      7.5 Expenses.
      Each
      party hereto will pay all costs and expenses incident to its negotiation and
      preparation of this Agreement and to its performance and compliance with all
      agreements and conditions contained herein on its part to be performed or
      complied with, including the fees, expenses and disbursements of its counsel
      and
      accountants. All costs and expenses, if any, incurred by the Company in
      connection with this Agreement and the transactions contemplated hereby,
      including the fees, expenses and disbursements of the Company’s counsel and
      accountants shall be paid by Sellers.

     

    Section
      7.6 Further
      Assurances.
      From
      time to time following the Closing, Sellers shall execute and deliver, or cause
      to be executed and delivered, to the Company such other bills of sale, deeds,
      endorsements, assignments and other instruments of conveyance and transfer
      as
      Buyer or the Company may reasonably request or as may be otherwise necessary
      to
      more effectively convey and transfer to, and vest in, the Company Buyer and
      put
      the Company in possession of, any part of the assets or properties of the
      Company not in its possession on the Closing Date.

     

    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 Sellers contained or referred to herein
      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 and
      there shall have been delivered to Buyer a certificate to such effect, dated
      the
      Closing Date, signed on behalf of Sellers, in addition to the other deliveries
      specified in Section
      3.4.

     

    (b) The
      parties shall have received all approvals and actions of or by all Governmental
      Bodies which are necessary to consummate the transactions contemplated hereby,
      which are required to be obtained prior to the Closing by applicable
      Requirements of Laws.

     

    (c) The
      Company shall have received all required consents, in form and substance
      reasonably satisfactory to Buyer, to the transactions contemplated hereby from
      the other parties to all contracts, leases, agreements and permits to which
      the
      Company is a party or by which the Company or any of its assets or properties
      is
      affected.

     

    Section
      8.2 Conditions
      to Sellers’
      Obligations.
      The
      obligations of Sellers to sell the Shares pursuant to this Agreement shall,
      at
      the option of Sellers, 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 Sellers or any transaction contemplated
      by
      this Agreement; and there shall have been delivered to Sellers 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
      3.3.

     

    
      
        
        

      

      
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          20
          -

        
          

        

      

      
        
        

      

       

    

    (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
      Sellers or any transaction contemplated by this Agreement; and there shall
      have
      been delivered to Sellers 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
      3.3.

     

    (c) The
      parties shall have received all approvals and actions of or by all Governmental
      Bodies necessary to consummate the transactions contemplated hereby, which
      are
      required to be obtained prior to the Closing by applicable Requirements of
      Laws.

     

    ARTICLE
      9

    [Reserved.]

     

    ARTICLE
      10

    INDEMNIFICATION

     

    Section
      10.1 Indemnification
      by Sellers.

     

    (a) Sellers
      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 Sellers of any of its covenants in this Agreement or in any Sellers
      Ancillary Agreement;

     

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

     

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

     

    provided
      that, without limitation of Sellers’s indemnification obligations under clause
      (i) or (ii) of this subsection (a), Sellers 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 Sellers shall continue as
      to:

     

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

     

    (ii) any
      Loss
      or Expense of which Buyer has notified Sellers 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 Sellers shall continue until the liability of Sellers
      shall have been determined pursuant to this Article
      X
      and
      Sellers shall have reimbursed Buyer for the full amount of such Loss and Expense
      in accordance with this Article
      X.

     

    
      
        
        

      

      
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          21
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    Section
      10.2 Indemnification
      by Buyer.

     

    (a) Buyer
      agrees to indemnify and hold harmless Sellers from and against any and all
      Loss
      and Expense incurred by Sellers 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 Sellers only to the extent that the aggregate amount of
      such
      Loss and Expense exceeds RMB100,000.

     

    (b) The
      indemnification provided for in this Section
      10.2
      shall
      terminate two (2) years after the Closing Date (and no claims shall be made
      by
      Sellers 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 Sellers 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
      X,
      and
      Buyer shall have reimbursed Sellers for the full amount of such Loss and Expense
      in accordance with this Article
      X.

     

    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
      X
      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.

     

    
      
        
        

      

      
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          22
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    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.

     

    (b) If
      any
      third Person claim, action or suit against any Indemnified Party is solely
      for
      money damages or, where Sellers 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 Survival
      of Obligations.
      All
      representations, warranties, covenants, agreements and obligations contained
      in
      this Agreement shall survive the consummation of the transactions contemplated
      by this Agreement; provided,
      however,
      that,
      except as otherwise provided in Article
      X,
      the
      representations and warranties contained in Articles
      IV
      and
V
      (other
      than the representations and warranties contained in Sections 4.1,
      4.2,
      4.3,
      4.7,
      4.10,
      and
4.18
      and the
      covenants and agreements contained in Sections
      7.2
      and
7.4,
      each of
      which shall survive indefinitely) shall terminate on the two (2) year
      anniversary of the Closing Date. Except as otherwise provided herein, no claim
      shall be made for the breach of any representation or warranty contained in
      Articles
      IV
      or
V
      or under
      any certificate delivered with respect thereto under this Agreement after the
      date on which such representations and warranties terminate as set forth in
      this.

     

    
      
        
        

      

      
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    Section
      12.2 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
either
      R&G or ZYTX
      (or to
      the Company after the Effective Date), to:

     

    
      	
              Rise
                and Grow Limited 

            
	
              Flat/Room
                42, 4F, New Henry House

            
	
              10
                Ice House Street, Central, Hong Kong

            
	
              Attention:

            	
              Ms.
                Betty Xu

            
	
              Facsimile
                #:

            	
              86 – 10 – 8721
                6018

            


    

     

    
      	
              with
                a copy to:

            
	
              K&L
                Gates LLP

            
	
              200
                S. Biscayne Boulevard, Suite 3900

            
	
              Miami,
                Florida 33131-2399

            
	
              Attention:

            	
              Clayton
                E. Parker, Esq.

            
	
              Facsimile:

            	
              (305)
                358-7095

            


    

     

    (b) If
      to
      Sellers, at:

     

    
      	
              Bian
                Yong

            
	
              9-6-601

              Huilongguan
                North Community

              Chang
                Ping District

            
	
              Beijing,
                the PRC 102208

            
	
              Attention:

            	
              Bian
                Yong

            
	
              Telecopy
                #:

            	
              [            ]

            


    

     

    
      	
              Li
                Zhong

            
	
              
                9-6-601

                Huilongguan
                  North Community

                Chang
                  Ping District

              

            
	
              
                Beijing,
                  the PRC 102208

              

            
	
              Attention:

            	
              Li
                Zhong

            
	
              Telecopy
                #:

            	
              [            ]

            


    

     

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

     

    Section
      12.3 Successors
      and Assigns.

     

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

     

    
      
        
        

      

      
        -
          24
          -

        
          

        

      

      
        
        

      

       

    

    (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
      12.4 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
      12.5 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
      12.6 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
      12.7 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 Sellers
      and Buyer.

     

    Section
      12.8 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.

     

    
      
        
        

      

      
        -
          25
          -

        
          

        

      

      
        
        

      

    

    


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


     

    
      	 	 	BUYER:
	 	 	 	 
	 	 	RISE
              AND GROW LIMITED
	 	 	 	 
	 	 	 	 
	 	 	
              By:

            	
              /s/
                Junjun
                XU                                                          

            
	 	 	
              Name:

            	
              Junjun
                XU                                                                

            
	 	 	
              Title:

            	
              Chief
                Executive
                Officer                                           

            
	 	 	 	 
	
              (Witness)

            	 	 	 
	
              /s/
                Mingfei YANG

            	 	 	 
	 	 	 	 
	
              Name:  Mingfei
                YANG

            	 	 	 
	 	 	
              ZYTX
                TECHNOLOGY CO., LTD.

            
	 	 	 	 
	 	 	 	 
	 	 	
              By:

            	
              /s/
                Junjun
                XU                                                            

            
	 	 	
              Name:

            	
              Junjun
                XU                                                                  

            
	 	 	
              Title:

            	
              Chief
                Executive
                Officer                                             

            
	 	 	 	 
	
              (Witness)

            	 	 	 
	
              /s/
                Mingfei YANG

            	 	 	 
	 	 	 	 
	
              Name:  Mingfei
                YANG              

            	 	 	 


    

     

    
      
        
        

      

      
        -
          26
          -

        
          

        

      

      
        
        

      

    

     

    
      	 	 	
              SELLERS:

            
	 	 	 
	 	 	
              By:   /s/
                Bian
                Yong                                                

            
	 	 	
              Name:   Bian
                Yong

            
	 	 	 
	 	 	 
	 	 	
              By:  /s/
                Li
                Zhong                                                   

            
	 	 	
              Name:   Li
                Zhong

            


    

    


    
      
        
        

      

      
        -
          27
          -