Unassociated Document


    Exhibit
4.63

    
       

      
        
          

        

      

    

    


    SHARE
TRANSFER AGREEMENT

    


    This
Agreement is entered into as of May 13, 2010 in Shanghai by and between the
following parties:

    


    The
Sellers:

    XIAOLONG
LI    (“PARTY A”)

    Address:  No.37,
Gulou West Avenue, Xicheng District, Beijing, the PRC.

    TONG
ZHANG    (“PARTY B”)

    Address:  No.
5, Building 26, Shuangyu Shu, Haidian Street, Haidian District, Beijing, the
PRC.

    TIANSHU
WU    (“PARTY C”)

    Address:
15-405, Building 44, Nanhua Village, Huaqiang South Street, Shenzhen City,
Guangdong Province, the PRC.

    


    And

    


    The
Purchaser:

    LEILEI
WANG    (“Party D”)

    Address:
No.1001, Building 1, Xiaoyang Yibin Lane, Dongcheng District, Beijing, the
PRC.

    


    Whereas
Shanghai Dacheng Network
Technology Co., Ltd. (“the Company”), the registered capital of which is
RMB 11,182,480. Party A invests RMB 2,184,758, which accounts for 19.54 percent
of shares of the Company; Party B invests RMB 861,648, which accounts for 7.71
percent of shares of the Company; Party C invests RMB 795,783, which accounts
for 7.11 percent of shares of the Company. According to the relevant laws and
regulations, all parties reached the following agreement through friendly
consultations with regard to the shares transfer:

    


    
      	
              ARTICLE
      1

            	
              THE
      SUBJECT MATTER AND THE PRICE OF THE SHARE
  TRANSFER

            


    

    


    
      	
              1.

            	
              Party
      A agrees to transfer the 19.54 percent (Value RMB 2,184,758) of shares of
      the Company to Party D.

            


    

    


    
      	
              2.

            	
              Party
      B agrees to transfer the 7.71 percent (Value RMB 861,648) of shares of the
      Company to Party D.

            


    

    


    
      	
              3.

            	
              Party
      C agrees to transfer the 7.11 percent (Value RMB 795,783) of shares of the
      Company to Party D.

            


    

    


    
      	
              4.

            	
              Other
      rights affiliated to the shares shall be transferred to Party D
      accompanying with the shares
transfer.

            


    

    


    
      	
              5.

            	
              The
      purchaser shall pay all share purchase prices to the Sellers at the date
      of signing the Agreement.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
              ARTICLE
      2

            	
              REPRESENTATIONS
      AND WARRANTIES

            


    

    


    The
Sellers represent and warrant that they legally own the shares under
the Article 1, and
have right to deal with the shares entirely and effectively.
The sellers also represent and warrant that there is no pledge, liability or
other third party right on the Shares to be transferred.

    


    
      	
              ARTICLE
      3

            	
              LIABILITY
      OF BREACH

            


    

    


    If any
party breaches this agreement, the party in breach shall compensate the
non-breaching party for the economical losses. Unless otherwise specified in the
Agreement, any of the non-breaching parties shall also have right to terminate
this Agreement.

    


    
      	
              ARTICLE
      4

            	
              DISPUTE
      RESOLUTION

            


    

    


    
      	
              1.

            	
              This
      Agreement shall be governed and interpreted in accordance with the laws of
      the PRC.

            


    

    


    
      	
              2.

            	
              All
      disputes arising from the execution of the Agreement or related to the
      Agreement shall be settled through friendly consultations by the parties.
      In case no settlement through consultation can be reached, the disputes
      shall be submitted to the Shanghai Arbitration Commission for
      arbitration.

            


    

    


    
      	
              ARTICLE
      5

            	
              MISCELLANEOUS

            


    

    


    
      	
              1.

            	
              The
      Agreement shall be executed in 6 originals. Each party shall hold one copy
      respectively and the Company shall hold two copies for performing the
      relevant formalities.

            


    

    


    
      	
              2.

            	
              The
      Agreement shall take effect on the date of signature by the
      Parties.

            


    

    


    Sellers:

    


    PARTY
A    XIAOLONG LI

    


    
      
        
          	
                  Signature:

                	
                   /s/ Xiaolong
  LI

                


        

      

    

    


    PARTY
B   TONG ZHANG

    


    
      
        	
                Signature:

              	
                 /s/ Tong
  ZHANG

              


      

    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


    PARTY
C   TIANSHU WU

    


    
      
        
          	
                  Signature:

                	
                   /s/ Tianshu
  WU

                


        

      

    

    


    Purchaser:

    


    PARTY
D   LEILEI WANG

    


    
      
        	
                Signature:

              	
                 /s/ Leilei
  WANG

              


      

    


    
      
         


      

      
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