exv10w10






Exhibit 10.10




TRANSLATION FOR REFERENCE ONLY




 






SHARE TRANSFER AGREEMENT




 






Among



Yuanming Li



Zhuohong Wang



Xingwei Wang



Qing He



Jikui Tan



And



Jiuchang Wang



Shi Li



Xin Zhang



Regarding



Dalian Haihui Sci-Tech Co., Ltd.



Dated as of January 23, 2008



 









 






TRANSLATION FOR REFERENCE ONLY



Contents




	 	 	 	 	 

	Article 1 Definitions
	 	 	1	 
	Article 2 Share Transfer
	 	 	3	 
	Article 3 Price and Payment
	 	 	3	 
	Article 4 Representations and Warranties
	 	 	4	 
	Article 5 Amendment Registration with Administration for Industry and Commerce in connection with the Share Transfer 
	 	 	4	 
	
Article 6 Further Covenants
	 	 	5	 
	Article 7 Notices
	 	 	6	 
	Article 8 Liabilities for Breach of Contract
	 	 	6	 
	Article 9 Expenses and Taxes
	 	 	6	 
	Article 10 Survival
	 	 	7	 
	Article 11 Dispute Resolution
	 	 	7	 
	Article 12 Counterparts
	 	 	7	 
	Article 13 Effectiveness
	 	 	7	 
	Article 15 Amendment
	 	 	7	 
	Article 16 Assignment
	 	 	7	 
	Article 17 Separate Transaction
	 	 	7	 
	Article 18 Severability
	 	 	8	 
	Appendix I
	 	 	11	 
	The Company’s Share Capital Structure before and after the Share Transfer
	 	 	11	 
	Appendix II
	 	 	12	 
	Confirmation Letter
	 	 	12	 
	Appendix III
	 	 	13	 
	Representations and Warranties
	 	 	13	 







 









 





TRANSLATION FOR REFERENCE ONLY



This Share Transfer Agreement (this “Agreement”), is entered into by and among the following
parties on January 23, 2008:





	(1)	 	Yuanming Li, a PRC citizen with his ID Card No. of 21021119560326581x;
	 
	(2)	 	Zhuohong Wang, a PRC citizen with her ID Card No. of 210211196606095822;
	 
	(3)	 	Xingwei Wang, a PRC citizen with his ID Card No. of 210602196308213515;
	 
	(4)	 	Qing He, a PRC citizen with his ID Card No. of 220203196610013617;
	 
	(5)	 	Jikui Tan, a PRC citizen with his ID Card No. of 210225700720029 (the above parties
hereinafter are referred to individually as a “Transferor” and collectively as the
“Transferors”);
	 
	(6)	 	Jiuchang Wang, a PRC citizen with his ID Card No. of 210211195210265835;
	 
	(7)	 	Shi Li, a PRC citizen with his ID Card No. of 110105196101272110; and
	 
	(8)	 	Xin Zhang, a PRC citizen with his ID Card No. of 150202197311211218 (Jiuchang Wang, Shi Li
and Xin Zhang hereinafter are referred to individually as a “Transferee” and collectively as
the “Transferees”).




(In this Agreement, the above parties may be referred to individually as a “Party” and collectively
as the “Parties”.)




WHEREAS,





	(A)	 	Dalian Haihui Sci-Tech Co., Ltd. (the “Company”) is a domestic company limited by shares
incorporated and existing under the laws of the PRC with its registered address at No. 35
Lixian Street, Dalian City, PRC;
	 
	(B)	 	The Transferors collectively hold 6,909,709 shares of the Company, accounting for 100% of the
issued share capital of the Company. The number of shares held by each Transferor and the
corresponding shareholding percentage are set forth in Part 1 of Appendix I;
	 
	(C)	 	In accordance with the Binding Memorandum of Understanding, dated September 30 2007, by and
among Yuanming Li, the Company, HiSoft Technology (Dalian) Co., Ltd. and HiSoft Technology
International Limited (the “Memorandum”), each Transferor intends to sell his/her shares of
the Company and each Transferee is willing to purchase such shares; each Transferor and each
Transferee agree to complete the sale and transfer of such shares of the Company in accordance
with the terms and conditions hereof.




The Parties hereby agree as follows:




Article 1 Definitions





	1.1	 	Unless otherwise expressly stipulated or the context otherwise indicates, the following terms
shall have the following meanings:






					
	 	 	 	 	 
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	 	 	“AOA” means the articles of association of the Company (as may be supplemented and amended from
time to time);
	 
	 	 	“Business Day” means any day other than a Saturday, Sunday or public holiday in Dalian City;
	 
	 	 	“HiSoft International” means HiSoft Technology International Limited, a company incorporated
under the laws of Cayman Islands with its registered address at Cricket Square, Hutchins Drive,
P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands;
	 
	 	 	“Japan Subsidiary” means Haihui Sci-Tech Japan Co., Ltd.;
	 
	 	 	“Price” has the meaning set forth in Article 3.1;
	 
	 	 	“This Share Transfer” means, with respect to a Transferor, the transaction in which such
Transferor transfers Target Shares to relevant Transferees in accordance with the terms and
conditions hereof;
	 
	 	 	“Target Shares” means, with respect to a Transferor, the Company’s shares set forth opposite
the name of such Transferor as listed in Part 1 of Appendix I and such shares
are the target shares which such Transferor proposes to transfer to relevant Transferees
hereunder;
	 
	 	 	“Completion” means that, with respect to This Share Transfer, the Company has completed
amendment registration with the Registration Authority;
	 
	 	 	“Registration Authority” means the administration for industry and commerce with which the
Company is registered;
	 
	 	 	“Renminbi” or “RMB” means the lawful currency of the People’s Republic of China;
	 
	 	 	“Transfer of Subsidiary Shares” has the meaning set forth in Article 6.1;
	 
	 	 	“US Subsidiary” means DMK International Inc..
	 
	1.2	 	Unless otherwise expressly stipulated or the context otherwise indicates,






	 	1.2.1	 	any contract, agreement or document mentioned shall refer to such contract,
agreement or document as may be amended, supplemented or replaced from time to time;
	 
	 	1.2.2	 	any person in this Agreement or other contracts, agreements or documents shall
include his/her successors and permitted assignees;
	 
	 	1.2.3	 	any term or appendix mentioned shall refer to such term or appendix of this
Agreement; and
	 
	 	1.2.4	 	“Party” or “Parties” shall mean a Party or Parties to this Agreement.






					
	 	 	 	 	 
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Article 2
Share Transfer





	2.1	 	Subject to the fulfillment of the terms and conditions hereof,






	 	2.1.1	 	Yuanming Li agrees to transfer to relevant Transferees, and relevant Transferees
agree to purchase from Yuanming Li, the Target Shares in accordance with the following
provisions:






	 	1)	 	Yuanming Li transfers to Shi Li the Target Shares corresponding
to the registered capital of RMB2,072,913;
	 
	 	2)	 	Yuanming Li transfers to Xin Zhang the Target Shares
corresponding to the registered capital of RMB2,142,009.64;
	 
	 	3)	 	Yuanming Li transfers to Jiuchang Wang the Target Shares
corresponding to the registered capital of RMB2,418,398.






	 	2.1.2	 	Each of Zhuohong Wang, Xingwei Wang, Qing He and Jikui Tan agrees to transfer to Xin
Zhang, and Xin Zhang agrees to purchase from the said Transferors, the Target Shares.






	2.2	 	Any and all of the Target Shares transferred in accordance with this Agreement are free of
any security interest, option, claim or other third party rights of any nature (including
right of first refusal) and any other rights attached to such rights.
	 
	 	 	Each Transferor hereby acknowledges that the Company’s shares that such Transferor proposes to
transfer hereunder are all of the shares that such Transferor holds in the Company. After the
Completion of This Share Transfer, such Transferor shall have no interest in the registered
capital of the Company.
	 
	2.3	 	After the Completion of This Share Transfer, the shareholding percentage of each Transferee
is set forth in Part 2 of Appendix I hereto.
	 
	2.4	 	On the date hereof, the Company shall duly adopt the resolution of the shareholders’ general
meeting to approve that, from the Completion date of This Share Transfer,






	 	1)	 	each Transferor shall not hold any position of the Company, including but not limited
to the legal representative, director, chairman, supervisor, general manager and chief of
financial department;
	 
	 	2)	 	all of the Company’s incumbent supervisors resign their position as supervisor;
	 
	 	3)	 	the individuals jointly appointed by the Transferees shall hold all of the above
positions.





Article 3 Price and Payment





	3.1	 	Each Transferee agrees to pay the share transfer price (the “Price”) in the amount of
Renminbi one (1) (RMB1.00) to each Transferor which has transferred the Target Shares






					
	 	 	 	 	 
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	 	 	to such Transferee.
	 
	3.2	 	For the avoidance of doubt, the Price shall be the full consideration of the Target Shares
and all collateral interests, including but not limited to interests in any undistributed
profits of the Company. After the execution of this Agreement and before the Completion of
This Share Transfer, the Company shall not declare or actually distribute any dividend
(including any dividend (if any) which the Company proposes to distribute through a resolution
of a shareholders’ general meeting as of the date hereof), and the Transferees shall be
entitled to all dividends derived from the Target Shares.
	 
	3.3	 	The Transferees shall pay Renminbi one (1) (RMB1.00) in cash to the Transferors or the payees
designated by the Transferors within three (3) Business Days after the date on which the
amendment registration is filed with the administration for industry and commerce. After the
receipt of the payment, each Transferor shall sign, or cause his/her designated payee to sign,
a confirmation letter in the form of Appendix II hereto and deliver such properly
signed confirmation letter to relevant Transferees. The Transferees’ payment obligation
hereunder shall be fully performed upon Transferees’ payment of the price to Price to the
Transferors or the said payees.





Article 4
Representations and Warranties





	4.1	 	Each Party represents and warrants to the other Parties as follows:






	 	4.1.1	 	he/she has the right, authorization and power to execute and perform this
Agreement; and
	 
	 	4.1.2	 	upon execution, this Agreement shall constitute his/her legal, valid and binding
obligation and may be enforceable against him/her in accordance with the terms hereof.






	4.2	 	Each Transferor further makes representations and warranties set forth in Appendix
III hereto to the Transferees.
	 
	4.3	 	Each Party warrants that each of his/her representations and warranties shall be true,
accurate, complete and not misleading as of the date hereof. At the moment when this
Agreement is executed and at the moment immediately before the Completion of This Share
Transfer, each Party shall be deemed to warrant that each of his/her representations and
warranties shall be true, accurate, complete and not misleading in the context of the facts
and situation as of the execution of this Agreement and as of the Completion of This Share
Transfer.






			
	Article 5	 	Amendment Registration with Administration for Industry and Commerce in connection with
the Share Transfer




After the Parties execute this Agreement, each Transferor shall use his/her best effort to
immediately cooperate with the Company and the Transferees on the amendment registration in
connection with This Share Transfer with the Registration Authority, including but not limited to
taking any necessary actions and executing any necessary legal documents.





					
	 	 	 	 	 
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Article 6 Further Covenants





	6.1	 	In consideration of the two (2) Stock Transfer Agreements executed by the Company and HiSoft
International on July 24, 2007, in which the Company agrees to transfer all of its stocks of
the US Subsidiary and the Japan Subsidiary to HiSoft International in accordance therewith
(the “Transfer of Subsidiary Shares”), each Transferor covenants that he/she will execute
documents and take further actions reasonably necessary for the full implementation of such
stock transfer so as to cause HiSoft International to become the sole, registered and
beneficial owner of all issued share capital of the US Subsidiary and the Japan Subsidiary.
	 
	6.2	 	Each Transferor covenants that he/she will not cause the Company to execute any new business
agreements during the period from the execution of this Agreement to the Completion of This
Share Transfer, except for the performance of relevant agreements already executed by the
Company or projects actually implemented or projects requiring maintenance as of the date of
the Memorandum, and projects to be subcontracted to other parties for performance.
	 
	6.3	 	Each Party shall further execute documents and take further actions reasonably necessary for
the full implementation of this Agreement.
	 
	6.4	 	Without prejudice to the generality of Article 6.3, each Party shall provide assistance to
the Company immediately after the execution of this Agreement to facilitate the Company to
file the amendment registration with the Registration Authority with respect to the transfer
of the Target Shares hereunder, change of the legal representative and directors of the
Company and amendment to the AOA of the Company as soon as practical but no later than the
Completion.
	 
	6.5	 	The Transferors and the Transferees agree to actively cooperate with the Company to
facilitate the completion of the projects subsidized or awarded by government before the
Completion of This Share Transfer.
	 
	6.6	 	In case of failure to complete any transaction contemplated under the Memorandum, including
the share transfer arrangement stipulated herein as of March 31, 2008, unless (i) the Parties
otherwise come to an agreement in writing, (ii) the Memorandum otherwise expressly stipulates,
or (iii) the parties to the Memorandum agree in writing to continue the share transfer
arrangement hereunder, this Agreement shall be rescinded automatically and the Parties agree
to take all necessary actions to revoke and rescind all completed or ongoing transactions.
	 
	6.7	 	Yuanming Li covenants to each Transferee that his affiliates shall cause the Company’s
existing employees designated by the Transferees to terminate their employments with the
Company, and if the Company incurs any costs, expenses and fees (including but not limited to
employees’ salaries, social insurance, housing fund and other operating costs) during the
period from January 1, 2008 to the Completion date of This Share Transfer or the said
employment termination date (whichever is later, such date is referred to as the “Target
Date”), such costs, expenses and fees minus (i) the Company’s proposed external investment of
Renminbi 20,000 (RMB20,000), and (ii) the total service fee of Renminbi






					
	 	 	 	 	 
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TRANSLATION FOR REFERENCE ONLY



	 	 	1,628,410 (RMB1,628,410) paid by
the Company to Dalian Borui
Information Technology Co.,
Ltd., an affiliate of Yuanming
Li, in accordance with Article
4.2 of the Consulting Services
Agreement executed by the
Company and Dalian Borui
Information Technology Co., Ltd.
as of the date hereof, shall be
deemed the loan granted by the
Company to Yuanming Li, and
Yuanming Li covenants that he or
his designated third party shall
repay the above loan in full to
the Company within fourteen (14)
calendar days from the Target
Date.





Article 7 Notices





	7.1	 	Any notices, requests, demands and other communications required by this Agreement or made in
accordance with this Agreement shall be delivered to relevant Parties in writing based on the
following information:




If to each Transferor:





Address: No. 35 Lixian Street, High-Tech Industrial Zone, Dalian City (116023)




Attention: Yuanming Li




Facsimile: 0411-84792822


If to each Transferee:





Address: 6/F, HaYa Plaza, No. 1 Shangdi East Road, Haidian District, Beijing (100085)




Attention: Xin Zhang




Facsimile: 010-59875599




	7.2	 	The above notices or other communications shall be deemed to have been effectively given upon
sending if sent by facsimile, upon delivery if personally delivered, or three (3) days after
mailing if sent by mail.





Article 8 Liabilities for Breach of Contract



If any Party violates any provisions of this Agreement, the breaching Party shall indemnify the
non-breaching Party against all costs, expenses, losses and liabilities suffered or incurred
therefrom.




Article 9 Expenses and Taxes





	9.1	 	The Parties shall pay their respective expenses, costs and fees in connection with the
preparation, execution and performance of this Agreement.
	 
	9.2	 	The Parties shall be liable for the payment of any payable taxes arising from the transfer of
shares in accordance with this Agreement. The Parties shall be liable for the payment of
stamp duties in connection with the originals of this Agreement held by them.






					
	 	 	 	 	 
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Article 10 Survival



Obligations contained herein shall survive the Completion of This Share Transfer except for the
oligations already performed and unless otherwise stipulated by this Agreement.




Article 11 Dispute Resolution



Any disputes arising from or in connection with this Agreement, including the dispute regarding the
validity or existence of this Agreement, shall be submitted to the China International Economic and
Trade Arbitration Commission (“CIETAC”) for arbitration in Beijing in accordance with the then
effective arbitration rules of CIETAC. The arbitration tribunal shall consist of three (3)
arbitrators familiar with applicable corporate and commercial legal affairs. One (1) arbitrator
shall be appointed by the Transferee(s), one (1) arbitrator shall be appointed by the Transferor(s)
concerned and one (1) arbitrator shall be appointed by CIETAC chairman as jointly entrusted by the
Transferee(s) and the Transferor(s) in accordance with applicable CIETAC rules. The arbitral award
shall be final and binding upon the parties in dispute.




Article 12 Counterparts



This Agreement shall be executed in nine (9) counterparts, with each Transferor, each Transferee,
the Company and the Registration Authority holding one (1) original respectively. For purpose of
the completion of governmental examination and approval/filing procedures in connection with This
Share Transfer, the Parties may execute additional originals.




Article 13 Effectiveness



This Agreement shall be effective and binding on all Parties from the date hereof.




Article 15 Amendment



This Agreement shall be amended by all Parties or their duly authorized representatives in writing
and become effective upon execution. Notwithstanding the foregoing, since the rights and
obligations of each Transferor hereunder are separate, if the amendment to this Agreement is only
concerned with the rights and obligations of certain Transferor(s), only the written consent of
such Transferor(s) and the Transferees is required for such amendment and the consent of the other
Transferors is not required.




Article 16 Assignment



Without prior consent of the Transferees, no Transferor shall assign or attempt to assign any of
his/her rights or obligations hereunder. However, without prior consent of a Transferor, the
Transferees may assign any of his/her rights or obligations hereunder regarding such Transferor.




Article 17 Separate Transaction



The rights and obligations of each Transferor hereunder are separate. Each Transferor may complete
the transfer of his/her Target Shares to the Transferees on his/her own, and such





					
	 	 	 	 	 
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transfer shall not be affected by other Transferors’ transfer of their respective Target Shares.
Notwithstanding the foregoing, the Parties covenant that they will cooperate with each other so
that the transfer of all Target Shares hereunder can be completed simultaneously where possible.




Article 18 Severability



The invalidity, illegality or unenforceability of any provisions hereof shall not affect the other
provisions in this Agreement.



IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date first
above written.




[the remainder of this page has been intentionally left blank]




					
	 	 	 	 	 
	Share Transfer Agreement
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Execution Page




	 	 	 	 	 
	Transferors:



Yuanming Li

 	 	 
	/s/ Yuanming Li
 	 	 
	 	 	 
	 	 	 
	 
	Zhuohong Wang

 	 	 
	/s/ Zhuohong Wang
 	 	 
	 	 	 
	 	 	 
	 
	Xingwei Wang

 	 	 
	/s/ Xingwei Wang
 	 	 
	 	 	 
	 	 	 
	 
	Qing He

 	 	 
	/s/ Qing He
 	 	 
	 	 	 
	 	 	 
	 
	Jikui Tan

 	 	 
	/s/ Jikui Tan
 	 	 
	 	 	 
	 	 	 
	 



					
	 	 	 	 	 
	Share Transfer Agreement
	 	Signature Page 1
	 	 











 









 





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	Transferees:



Shi Li

 	 	 
	/s/ Shi Li
 	 	 
	 	 	 
	 	 	 
	 
	Xin Zhang

 	 	 
	/s/ Xin Zhang
 	 	 
	 	 	 
	 	 	 
	 
	Jiuchang Wang

 	 	 
	/s/ Jiuchang Wang
 	 	 
	 	 	 
	 	 	 
	 




					
	 	 	 	 	 
	Share Transfer Agreement
	 	Signature Page 2
	 	 







 









 





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Appendix I




The Company’s Share Capital Structure before and after the Share Transfer


1. The Company’s Share Capital Structure before the Share Transfer




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Shareholding	 	 
	Name of Transferor	 	Registered Capital	 	Percentage	 	ID Card No.
	Yuanming Li

	 	RMB6,633,320.64
	 	 	96	%	 	 	21021119560326581x	 
	Zhuohong Wang

	 	RMB69,097.09
	 	 	1	%	 	 	210211196606095822	 
	Xingwei Wang

	 	RMB69,097.09
	 	 	1	%	 	 	210602196308213515	 
	Qing He

	 	RMB69,097.09
	 	 	1	%	 	 	220203196610013617	 
	Jikui Tan

	 	RMB69,097.09
	 	 	1	%	 	 	210225700720029	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Total

	 	RMB6,909,709.00
	 	 	100	%	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 





2. The Company’s Share Capital Structure after the Share Transfer




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Shareholding	 	 
	Name of Transferor	 	Registered Capital	 	Percentage	 	ID Card No.
	Jiuchang Wang

	 	RMB2,418,398
	 	 	35	%	 	 	210211195210265835	 
	Shi Li

	 	RMB2,072,913
	 	 	30	%	 	 	110105196101272110	 
	Xin Zhang

	 	RMB2,418,398
	 	 	35	%	 	 	150202197311211218	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Total

	 	RMB6,909,709.00
	 	 	100	%	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 







					
	 	 	 	 	 
	Appendix I of Share Transfer Agreement
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Appendix II




Confirmation Letter



To [Relevant Transferees],



I, in accordance with pertinent provisions of the Share Transfer Agreement regarding Dalian Haihui
Sci-Tech Co., Ltd. executed by [myself]/[the Transferor entrusting another party with the
collection of the payment] and [relevant Transferees] and other relevant Parties on January 23,
2008 (the “Share Transfer Agreement”), [on behalf of [the Transferor entrusting another party with
the collection of the Price]], hereby irrevocably confirm that (i) I, [on behalf of [the Transferor
entrusting another party with the collection of the Price]], have received the share transfer price
in the total amount of Renminbi one (1) (RMB1.00) paid by [relevant Transferees] to [I]/[the
Transferor entrusting another party with the collection of the Price] in accordance with the Share
Transfer Agreement; (ii) [relevant Transferees] have completed the performance of their payment
obligation under the Share Transfer Agreement to [me]/[the Transferor entrusting another party with
the collection of the Price] and have no other payment obligation.




Confirmed by:                                                   




[Relevant Transferors]/[Entrusted Parties]




Date:






					
	 	 	 	 	 
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Appendix III




Representations and Warranties


The terms defined in the text of this Agreement shall have the same meaning in this Appendix III,
and the following terms shall have the following meanings:



“Encumbrance” means mortgage, charge, pledge, lien, option, restriction, right of first refusal,
priority, third party rights or interests, other encumbrance or security interest of any kind, or
prior arrangement of other kinds having a similar effect (including but not limited to ownership
reservation or trust arrangement).




Article 1 Capability and Authority





	1.1	 	The Transferors have the right, power and authorization to execute and deliver this Agreement
and all documents to be executed on or before the Completion date and exercise their rights
under this Agreement and such documents and perform their obligations and have taken all
necessary actions therefor. The Transferors have not held the Target Shares on behalf of
government, any national authorized investment agencies or any state-owned enterprises. With
respect to This Share Transfer, the Transferors are not required to conduct appraisal of
state-owned assets or obtain approval from or file with state-owned assets administration
authorities.
	 
	1.2	 	The Company has the right, power and authorization to conduct the business in which it is
engaged as of the date hereof.





Article 2 Materials





	2.1	 	Before or when the Parties negotiate this Agreement, all materials provided by the
Transferors or their representatives to the Transferees and advisors or agents of the
Transferees shall be true, complete, accurate and not misleading.
	 
	2.2	 	All materials regarding the Target Shares and the Company, which may be vital to share
purchasers, has been disclosed to the Transferees in writing.





Article 3 Target Shares



The Transferors are the legal owners of the Target Shares. The Transferors have paid full
considerations for the Target Shares held by them. The registered capital of the Company has been
fully paid-up and there is no occurrence or continuance of illicit withdrawal or other transfer of
the Company’s registered capital in disguised form. There is no dispute or controversy over the
Target Shares held by the Transferors. Except as disclosed to the Transferors, the Target Shares
or any parts thereof are free from the Encumbrance and there is no agreement, arrangement or
obligation for the creation of the Encumbrance. No person has claimed for the Encumbrance in
connection with the Target Shares or any parts thereof.




Article 4 Transfer of the US Subsidiary and the Japan Subsidiary





	4.1	 	As of the date hereof, the Company is the nominal and actual sole owner of the US






					
	 	 	 	 	 
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	 	 	Subsidiary and the Japan Subsidiary, and the Company and HiSoft International executed the
Stock Transfer Agreement on July 24, 2007, in which the Company agrees to complete the Transfer
of Subsidiary Shares.
	 
	4.2	 	As of the date hereof, the Company has adopted proper shareholders’ general meeting
resolutions and board resolutions to duly approve the Transfer of Subsidiary Shares. As of
the Completion of This Share Transfer, such resolutions have not been amended and remain in
full force.





Article 5 Internal Authorization and Procedures





	5.1	 	At the moment when this Agreement is executed, each Transferor has properly executed the
Company’s shareholders’ general meeting resolutions in which (i) This Share Transfer, (ii)
change of the legal representative and directors of the Company, (iii) amendment to the AOA of
the Company, and (iv) all other transactions contemplated hereunder, are approved properly.
	 
	5.2	 	As of the Completion of This Share Transfer, the resolutions set forth in Article 5.1 of
Appendix III have not been amended and remain in full force unless otherwise agreed by the
Transferees in writing.





Article 6 Trademarks



The Company is the sole and legal owner of Trademark
 (Haihui) (Trademark No. 3624742 and
Trademark No. 3624743). Such trademarks have been properly registered and maintained in the PRC
and have full validity. With respect to the ownership and use of such trademarks, the Company has
not infringed upon or, as reasonably expected, may not infringe upon any third party interests, nor
has the Company violated any requirements of laws and regulations.




Article 7 Full Disclosure



The Transferors have disclosed to the Transferees all information which may affect the Transferees’
decision on whether to execute and perform this Agreement. In particular, the Transferors have
provided the Transferees with all resolutions adopted by the shareholders and the board from the
establishment of the Company up to the present together with relevant meeting minutes completely.




					
	 	 	 	 	 
	Appendix III of Share Transfer Agreement
	 	14