Unassociated Document


     

    
      Exhibit
4.53

      


      Equity
Transfer Agreement

      


      This
Equity Transfer Agreement (hereinafter referred to as the “Agreement”) was
signed on June 29, 2009 by and between:

      


      The First
Party

      Tao
Jia

      Address:
35th
Floor, Tengda Building, No. 168, Xizhimenwai Avenue, Beijing, China

      


      The
Second Party

      Longteng
Gao

      Shareholder
1, ID No.:

      Address:
Room 409, No. 267, West Hexiang Street, Siming District, Xiamen City, Fujian
Province, China

      Jianguang
Li

      Shareholder
2, ID No.:

      Address:
Room 616, Tower A, COFCO Plaza, No. 8, Jianguomennei Avenue, Beijing,
China

      


      The Third
Party:

      Xiamen
Xinreli Scientific and Technology Co, Ltd.

      Address:
14A, Lianfu Building, No. 2, West Lianqian Road, Xiamen, China

      


      The First
Party, the Second Party and the Third Party hereof are referred to as a “Party”
individually, and “Parties” collectively.

      


      Whereas:

      


      
        	
                1.  

              	
                The
      Third Party is a completely domestic-funded company registered in Beijing
      of China. At present, Shareholder 1 of the Second Party holds 40% equity
      in the Third Party, and Shareholder 2 of the Second Party holds 40% equity
      in the Third Party (hereinafter referred to as “Related
      Equity”);

              


      

      


      
        	
                2.  

              	
                The
      Second Party is willing to transfer all of its equity in the Third Party
      to the First Party, and the First Party is willing to accept the
      transferred equity (hereinafter referred to as “Equity
      Transfer”).

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      Therefore,
Parties reached the following agreements upon consensus:

      


      
        	
                1.  

              	
                Equity
      Transfer

              


      

      


      
        
          	
                	
                  1.1 

                	
                  The
      Second Party is willing to transfer the Related Equity to the First Party,
      and the First Party is willing to accept such transfer. Upon the
      completion of the transfer, the First Party will hold 80% equity in the
      Third Party.

                


        

      

      


      
        
          	
                	
                  1.2 

                	
                  The
      First Party shall, as per Clause 2, pay RMB 8,000,000 in total to the
      Second Party as the consideration of the Equity
  Transfer.

                


        

      

      


      
        
          	
                	
                  1.3 

                	
                  The
      Second Party agrees the Equity Transfer action under this Clause; is
      willing to and will cause other shareholders of the Third Party (except
      the Second Party) be willing to sign necessary documents including the
      Resolution of the General Meeting of Shareholders and the letters of
      waiving pre-emption right of Related Equity; and is willing to and will
      assist in performing other necessary formalities of Equity
      Transfer.

                


        

      

      


      
        
          	
                	
                  1.4 

                	
                  The
      Second Party and the Third Party shall, respectively and collectively, be
      responsible for taking necessary actions, including but not limited to
      signing the Agreement, adopting the Resolution of the General Meeting of
      Shareholders, amendments to the Articles of Association, etc, in order to
      realize Equity Transfer from the Second Party to the First Party; and
      shall be responsible for completing all governmental approvals or business
      registration and filing within ten working days upon the signing hereof,
      in order to make the First Party the registered owner of Related
      Equity.

                


        

      

      


      
        	
                2.  

              	
                Payment
      of the Transfer Price

              


      

      


      
        
          	
                	
                  2.1 

                	
                  The
      First Party shall, within five working days upon the completion of all
      registration and filing formalities concerning Equity Transfer, pay RMB
      4,000,000 to Longteng Gao, and RMB 4,000,000 to Jianguang
    Li.

                


        

      

      


      
        
          	
                	
                  2.2 

                	
                   The
      signing of the Second Party herein is immediately deemed as its
      confirmation of receiving the payment as specified in Sub-clause
      2.1.

                


        

      

      


      
        	
                3.  

              	
                Declaration
      and warranties

              


      

      


      
        
          	
                	
                  3.1 

                	
                  Declaration
      and warranties of Parties hereof respectively are as
    follows:

                


        

      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        
          	
                	
                  (a) 

                	
                  The
      Party is a legitimately established and validly existing company or an
      individual with full civil capacity who has complete authority and
      capacity to sign and implement the Agreement, and other documents related
      with the Agreement in order to realize the purposes
  hereof;

                


        

      

      


      
        
          	
                	
                  (b) 

                	
                  The
      Party has taken, or will take all necessary actions, to properly and
      validly authorize the signing, delivery and implementation of the
      Agreement and all other documents related with the transaction hereunder;
      and such signing, delivery and implementation shall not violate any
      related laws, regulations and government rules, and shall not infringe the
      legal interests and rights of any third
parties.

                


        

      

      


      
        
          	
                	
                  3.2 

                	
                   The
      Second Party and the Third Party, respectively and collectively, declare
      and warrant to the First Party as
follows:

                


        

      

      


      
        
          	
                	
                  (a) 

                	
                  The
      Second Party holds 80% equity in the Third Party at
    present;

                


        

      

      


      
        
          	
                	
                  (b) 

                	
                  The
      Third Party is a limited liability company properly established and
      validly existing under the laws of China. It has complete capacity for
      rights and capacity for actions; has the right to own, treat and operate
      its assets and businesses, as well as carry out the ongoing or planned
      businesses. The Third Party has obtained all permits, qualification
      certificates or other governmental approvals, authorizations,
      registrations or filing formalities for all businesses specified in its
      business license;

                


        

      

      


      
        
          	
                	
                  (c) 

                	
                  The
      equity held by the Second Party in the Third Party does not have any
      security interests or any third party
interest;

                


        

      

      


      
        
          	
                	
                  (d) 

                	
                  The
      Party does not omit the provision of any document or information related
      to the Third Party or the businesses of the Third Party to the First Party
      that may influence the decision of the First Party on signing
      hereof;

                


        

      

      


      
        
          	
                	
                  (e) 

                	
                  Before
      the completion of the Equity Transfer, the Party will not, in the form of
      any feasance or nonfeasance, authorize or cause the issuance of or
      commitment to issuing new equity on the date of signing hereof, except
      those that have been issued; and will not change, in any form, the
      registered capital or the shareholder structure of the Third
      Party.

                


        

      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	
                4.  

              	
                Entering
      into Force and Term of Validity

              


      

      


      The
Agreement shall be signed and immediately come into force on the date indicated
at the beginning hereof.

      


      
        	
                5.  

              	
                Settlement
      of Disputes

              


      

      


      In the
case of disputes concerning the explanation and implementation of articles
hereunder, Parties shall settle such disputes in good faith upon negotiation. If
Parties fail to reach an agreement concerning the settlement thereof within 30
days upon the day when one Party requests to settle the disputes upon
negotiation, any Party can submit such disputes to China International Economic
and Trade Arbitration Commission (Beijing) for arbitration as per the prevailing
arbitration rules. The location of the arbitration shall be Beijing, and the
language used in the arbitration shall be Chinese. The arbitration award shall
be final, binding on both parties.

      


      
        	
                6.  

              	
                Applicable
      Laws

              


      

      


      The
effect, explanation and implementation shall be governed by the laws of
China.

      


      
        	
                7.  

              	
                Modification
      and Supplementation

              


      

      


      The
modifications and supplementations to the Agreement by Parties shall be in
writing agreement. The amendment agreement and supplementation agreement related
herewith duly signed by Parties are integral parts of the Agreement, and shall
have the same legal effect as the Agreement.

      


      
        	
                8.  

              	
                Severability

              


      

      


      
        	
                 
      

              	
                If
      any term hereunder is invalid or unenforceable due to inconsistence with
      relevant laws, such terms shall be invalid or unenforceable within the
      jurisdiction of certain laws and shall not influence the legal effect of
      other terms hereof.

              


      

      


      
        	
                9.  

              	
                Attachment

              


      

      


      Any
attachment hereto is an integral part of the Agreement, and shall have the same
legal effect as the Agreement.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	
                10.  

              	
                Miscellaneous

              


      

      


      (1) The
Agreement is written in Chinese, and in quintuplicate.

      


      (2) If
the First Party designates any third party to implement options, the references
to the First Party herein shall refer to the First Party and (or) the third
party designed by the First Party, as the case may be.

      


      [The remainder of this page
intentionally left blank]

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      [This
page is the signature page for the Equity Transfer Agreement, no
text]

      


      


      The First
Party:

      


      Tao Jia


      /s/ Tao
Jia

      


      


      The
Second Party:

      


      Longteng
Gao:

      /s/
Longteng Gao/

      


      


      Jianguang
Li

      /s/
Jianguang Li

      


      


      The Third
Party:

      


      Xiamen
Xinreli Scientific and Technology Co, Ltd.

      /s/
Longteng Gao

      (Stamp)