Unassociated Document


    
       

      EXCLUSIVE
        EQUITY INTEREST PURCHASE AGREEMENT

       

      THIS
        EXCLUSIVE EQUITY INTEREST PURCHASE AGREEMENT (the
        “Agreement”)
        is
        entered into by and among the following parties on September 28,
        2007.

       

      Party
        A: Zhi Bao Da Tong (Beijing) Technology Co., Ltd (“ZBDT”),
        a
        wholly foreign-owned company incorporated under PRC laws with its registered
        address at Room 210, #25 building, #15 An Ning Zhuang East Road, Haidian
        District, Beijing.

      


      Party
        B: Wang Zhenyu, a PRC citizen with ID No. 222323197004100013

      Address:
        Room 302, Unit 2, Building 38, Xingtao Yuan, Huangcun Zhen, Daxing District,
        Beijing

      


      Party
        C: Beijing
        Zhi Yuan Tian Xia Technology Co., Ltd.
        (“ZYTX”),
        a
        limited liability company duly established and valid existing under the PRC
        laws, with its registered address at Room 1211-3, Chang Cheng Da Sha, #22
        Shijingshan Road, Shijingshan District, Beijing..

      


      WHEREAS,

      


      
        
          
            	1.	
                    Party
                      B holds 60% equity interest in Party
                      C;

                  


          

        

      

      


      
        
          
            	2.	
                    Party
                      C and Party A have entered into Exclusive Consulting and Service
                      Agreement, and other
                      agreements.

                  


          

        

      

      


      NOW
        THEREFORE, through
        mutual negotiations, the Parties hereto agree as follows:

       

      
        
          
            	1.	
                    Transfer
                      of Equity
                      Interest

                  


          

        

      

      


      
        	
              	1.1	
                Grant
                  Right

              


      

      


      Party
        B
        hereby irrevocably grants Party A the exclusive right that Party A, based
        on the
        consideration provided in Article 1.3 of this Agreement, can purchase or
        designate one or more persons (the “Specified
        Person”)
        to
        purchase the Equity Interest subject to compliance with legal restriction
        under
        the applicable PRC laws(the “Purchase
        Right”).
        Except for Party A and the Specified Person, Party C shall not sell the Equity
        Interest to any third party. Party C hereby agrees that Party B may grant
        the
        Purchase Right to Party A, and the other shareholder of Party C hereby give
        up
        the preemption right relating to the Equity Interest evidenced by the
        Announcement document attached hereto as the Appendix. Such person hereunder
        in
        this Agreement refers to individual, corporation, joint enterprise, partnership,
        enterprise, trust or non-corporation organization. 

       

      
        
          
          

        

        
          Page1

          
            

          

        

        
          
          

        

      

       

      
        	
              	1.2	
                Steps
                  for Exercise of the Purchase Right

              


      

      


      The
        compliance with PRC laws and regulations shall be the precondition for exercise
        of the Purchase Right by Party A. When Party A intends to exercise the Purchase
        Right, it shall issue a written notice (the “Purchase
        Notice”)
        Party
        C, and the Purchase Notice shall contain the following items: (a) Party A
        intends to exercise the Purchase Right; (b) the percentage of the Equity
        Interest to be purchased therewith; and (c)the effective date or transfer
        date.


      


      
        	
              	1.3	
                Consideration
                  of the Equity Interest

              


      

      


      The
        Transfer Fee (“Transfer
        Fee”)
        payable by Party A shall be confirmed by and between Party A and Party B
        through
        negotiation according to the evaluation of the Equity Interest by the relevant
        qualified institute, and it shall be the lowest price allowable by the PRC
        laws
        and regulations. 

      


      
        	
              	1.4	
                Transfer
                  of the Equity Interest

              


      

      


      When
        Party A exercises the Purchase Right every time: 

      


      
        	 	
                1.4.1

              	
                Party
                  B shall procure that Party C convene shareholders’ meeting timely and
                  shall pass the shareholders’ resolutions that Party B can transfer to
                  Party A or the Specified Person the Equity
                  Interest.

              


      

      


      
        	
              	1.4.2	
                Party
                  B shall enter into Equity Transfer Contract in relation to the
                  Equity
                  Interest with Party A (or the Specified Person, if applicable)
                  in
                  accordance with this Agreement and Purchase Notice.
                  

              


      

      


      
        	
              	1.4.3	
                The
                  related parties shall execute all other necessary agreements or
                  documents,
                  and obtain all necessary government approvals and consents, and
                  take all
                  necessary actions to legally transfer the ownership of the Equity
                  Interest
                  to Party A or the Specified Person and procure Party A or the Specified
                  Person to be registered as the owner of the Equity Interest. The
                  Equity
                  Interest should be free from any Security Interest. For the purpose
                  of
                  this Agreement, Security Interest include guarantee, mortgage,
                  any third
                  party rights or interest, any purchase rights, preemption rights,
                  offset
                  rights and any other security arrangements. It is clarified that
                  the
                  Security Interest do not include any security interest accrued
                  in
                  accordance with this Agreement and the Equity Interest Pledge Agreement
                  which is entered into by and between Party B and Party A, 2007
                  (“Equity
                  Interest Pledge Agreement”).
                  According to the Equity Interest Pledge Agreement, Party B shall
                  pledge
                  all the equity possessed by Party B in Party C to Party A as a
                  guarantee
                  to the Exclusive Technical Consulting and Service Agreement which
                  is
                  entered into by and between Party C and Party A on September 28,
                  2007(“Exclusive
                  Technical Consulting and Service Agreement”).
                  

              


      

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      


      
        	
              	1.5	
                Payment
                  for the Equity Interest

              


      

      


      
        	
              	1.5.1	
                Party
                  A shall pay the Transfer Fee to Party B in accordance with the
                  provision
                  of Article 1.3. 

              


      

       

      
        
          
            	2.	
                    Warranties
                      Relating to the Equity
                      Interest

                  


          

        

      

      


      
        	 	
                2.1

              	
                Warranties
                  of Party C

              


      

      


      
        	 	
                2.1.1

              	
                Without
                  the written consent from Party A, Party C will not amend, modify
                  any
                  provisions of the constitutional documents of the company, and
                  will not
                  increase or reduce its registered capital, or change the equity
                  holding
                  structures in other methods.

              


      

      


      
        	 	
                2.1.2

              	
                Shall
                  keep the Party C legally existing, and prudently and efficiently
                  operate
                  its business and deal with corporate affairs in accordance with
                  commercial
                  standards and practice.

              


      

      


      
        	 	
                2.1.3

              	
                Unless
                  having got prior written consent from Party A, Party C shall not
                  sell,
                  transfer, mortgage or dispose of any assets, business or beneficial
                  rights
                  of Party C, or allow any creation of other Security
                  Interest.

              


      

      


      
        	 	
                2.1.4

              	
                Unless
                  having got prior written consent from Party A, Party C shall not
                  occur,
                  inherit, provide guarantee to any debts except for (i)the debt
                  is occurred
                  during the normal business operation instead of loan; (ii) the
                  debt has
                  been disclosed to Party A and obtained Party A’s written
                  consent.

              


      

      


      
        	 	
                2.1.5

              	
                Party
                  C shall operate its business normally to keep the value of its
                  assets, and
                  shall not take any action which shall bring material influence
                  to the
                  business operation and the value of the asset.


              


      

      


      
        	 	
                2.1.6

              	
                Unless
                  having got prior written consent from Party A, Party C shall not
                  enter
                  into any material agreement except for the purpose of normal business
                  operation. (For the purpose of this paragraph, an agreement covering
                  an
                  amount in excess of RMB500,000 will be deemed as a material
                  agreement).

              


      

      


      
        	 	
                2.1.7

              	
                Unless
                  having got prior written consent from Party A, Party C shall not
                  provide
                  any loans to any third party. 

              


      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        	 	
                2.1.8

              	
                According
                  to Party A’s request, Party C shall provide any materials relating to the
                  operation and financial status of Party C to Party
                  A.

              


      

       

      
        	 	
                2.1.9

              	
                Unless
                  having got prior written consent from Party A, Party C shall not
                  merge
                  with, combine or purchase any entity or make investment.
                  

              


      

      


      
        	 	
                2.1.10

              	
                Party
                  C shall inform Party A of any occurred or potential litigation,
                  arbitration, or administrative procedure in relation to the Equity
                  Interest.

              


      

      


      
        	 	
                2.1.11

              	
                In
                  order to keep the ownership of all assets, Party C shall execute
                  all
                  necessary or proper documents, take all necessary or proper actions
                  and
                  substitute all necessary or proper claims, or make all necessary
                  or proper
                  answer to all compensation claims.

              


      

      


      
        	 	
                2.1.12

              	
                Without
                  the prior written consent from Party A, Party C shall not allot
                  any
                  dividend to any shareholder. However, Party C shall immediately
                  allot all
                  dividends to the shareholders upon request of Party
                  A.

              


      

       

      
        	 	
                2.2

              	
                Warranties
                  of Party B

              


      

      


      
        	 	
                2.2.1

              	
                Unless
                  having got prior written consent from Party A, Party B shall not
                  sell,
                  transfer, mortgage or dispose of any rights or interest relating
                  to the
                  Equity Interest, or allow any creation of other Security Interest
                  on the
                  Equity Interest. However the Security Interest under this Agreement
                  and
                  the Equity Interest Pledge Agreement is not included.
                  

              


      

      


      
        	 	
                2.2.2

              	
                Unless
                  having got prior written consent from Party A, Party B shall try
                  its best
                  to prevent the shareholders’ meeting of Party C from approving resolutions
                  relating to the sale, transfer, mortgage, disposal of any rights
                  or
                  interests relating to the Equity Interest, or allow any creation
                  of other
                  Security Interest on the Equity Interest. However the Security
                  Interest
                  under this Agreement and the Equity Interest Pledge Agreement is
                  not
                  included.

              


      

      


      
        	 	
                2.2.3

              	
                Unless
                  having got prior written consent from Party A, Party B shall try
                  its best
                  to prevent the other shareholders of Party C from approving resolutions
                  relating to merge with, combination with or purchase any entity
                  or make
                  investment. 

              


      

      


      
        	
              	2.2.4	
                Party
                  B shall inform Party A of any occurred or potential litigation,
                  arbitration, or administrative procedure in relation to the Equity
                  Interest.

              


      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      
        	
              	2.2.5	
                Party
                  B shall procure the other shareholders of Party C approve the transfer
                  of
                  the Equity Interest as set out in this
                  Agreement.

              


      

       

      
        	 	
                2.2.6

              	
                In
                  order to keep the ownership of the Equity Interest, Party C shall
                  execute
                  all necessary or proper documents, take all necessary or proper
                  actions
                  and substitute all necessary or proper claims, or make all necessary
                  or
                  proper answer to all compensation
                  claims.

              


      

      


      
        	 	
                2.2.7

              	
                Upon
                  requirement by Party A from time to time, Party B shall immediately
                  transfer to Party A or the Specified Person of the Equity Interest
                  unconditionally at any time. 

              


      

      


      
        	 	
                2.2.8

              	
                Party
                  B shall strictly comply with this Agreement and any other agreements
                  which
                  may be entered into Party B, Party C and Party A collectively or
                  separately, and shall perform its obligations under such agreements,
                  and
                  shall not make any actions which shall affect the validity and
                  enforceability of such agreements. 

              


      

      


      
        
          
            	3.	
                    Representations
                      and Warranties

                  


          

        

      

      


      
        	 	
                3.1

              	
                Party
                  B and Party C jointly and separately make representations and undertakings
                  as followed:

              


      

       

      
        	 	
                3.1.1

              	
                It
                  has the power to enter into and deliver this Agreement and Equity
                  Transfer
                  Contract which will executed by Party B from time to time for the
                  transfer
                  of the Equity Interest, and it has the power and capacity to perform
                  its
                  obligations under this Agreements and Equity Transfer
                  Contract.

              


      

       

      
        	 	
                3.1.2

              	
                Neither
                  the execution and delivery of this Agreement or any Equity Transfer
                  Contract, nor performance of the obligations under this Agreement
                  or any
                  Equity Transfer Contract will: (i) violate any PRC laws; (ii) conflict
                  with its Articles of Association or other organizational documents;
                  (iii)
                  breach any contract or document which Party C is a party or which
                  binds on
                  Party C; (iv) violate any acquired permit, approval or any valid
                  qualification; or (v) result in the ceasing or revocation or additional
                  conditions to the acquired permit, approval.


              


      

       

      
        	 	
                3.1.3

              	
                Party
                  B obtains full and transferable ownership on its assets and facilities.
                  Besides the pledge and/or mortgage incurred by this Agreement and
                  the
                  pledge set on Party B’s equity interest incurred by the Equity Interests
                  Pledge Agreement, there is no any other pledge and/or mortgage
                  on such
                  assets and facilities.

              


      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      
        	 	
                3.1.4

              	
                Party
                  C has no outstanding debt except for (i)the legal debt, which is
                  occurred
                  during the normal business operation instead of loan; (ii) the
                  debt has
                  been disclosed to Party A.

              


      

       

      
        	 	
                3.1.5

              	
                Party
                  C complies with all applicable laws and regulations relating to
                  equity
                  transfer. 

              


      

       

      
        	 	
                3.1.6

              	
                There
                  is no occurred, pending or potential litigation, arbitration, or
                  administrative procedure in relation to the Equity Interest, assets
                  of
                  Party C and other matters of Party
                  C.

              


      

       

      
        
          
            	4.	
                    Effectiveness
                      and Term of this
                      Agreement

                  


          

        

      

      


      This
        Agreement shall take effect upon execution by the Parties (“Effective Date”),
        the term will be ten (10) years, and it may be extended for another ten (10)
        years if Party A requires so.

       

      
        
          
            	5.	
                    Governing
                      Law and Dispute Settlement


                  


          

        

      

      


      
        	 	
                5.1

              	
                Governing
                  Law

              


      

      


      The
        formation, validity, interpretation and implementation, and dispute settlement
        under this Agreement shall be governed by PRC laws.

      


      
        	 	
                5.2

              	
                Dispute
                  Settlement 

              


      

      


      With
        regards to any dispute in relation to the interpretation or implementation
        of
        this Agreement, the Parties shall negotiate friendly to settle the dispute.
        If
        it can not be settled within thirty (30) days from the date any party issuing
        written notice requesting settlement of dispute through negotiation, each
        party
        has the right to submit it to China International Economic and Trade Arbitration
        Committee for arbitration according to the valid arbitration rules. The
        arbitration shall be held in Beijing. The arbitration award is final and
        binding
        on each party. 

      


      
        
          
            	6.	
                    Tax
                      and Expenses

                  


          

        

      

      


      Each
        party shall bear its own tax, costs and expenses relating to preparing for
        and
        executing this Agreement and Equity Transfer Contract and relating to completing
        the contemplated deal. 

      


      
        
          
            	7.	
                    Notice

                  


          

        

      

      


      Any
        notice or other communication under this Agreement shall be in Chinese and
        be
        sent to the address listed below or other address as may be designated from
        time
        to time by hand delivery or mail or facsimile. Any notice required or given
        hereunder shall be deemed to have been served: (a) the same date if sent
        by hand
        delivery; (b)the tenth date if sent by air-mail , or the fourth date if sent
        by
        the professional hand deliver which is acknowledged worldwide; and (c) the
        receipt date displayed on the transmission confirmation notice if sent by
        facsimile. 

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      Party
        A: Zhi Bao Da Tong (Beijing) Technology Co., Ltd

      Address:
        Room 210, #25 building, #15 An Ning Zhuang East Road, Haidian District,
        Beijing.

       

      Party
        B: Wang Zhenyu

      Address:
        Room 302, Unit 2, Building 38, Xingtao Yuan, Huangcun Zhen, Daxing District,
        Beijing.

       

      Party
        C: Beijing
        Zhi Yuan Tian Xia Technology Co., Ltd.

      Address:
        Room 1211-3, Chang Cheng Da Sha, #22 Shijingshan Road, Shijingshan District,
        Beijing.

      


      
        
          
            	8.	
                    Confidentiality

                  


          

        

      

      


      
        	 	
                8.1

              	
                The
                  Parties acknowledge and confirm that any oral or written information
                  relating to this Agreement communicated among the Parties shall
                  be deemed
                  as confidential information (“Confidential Information”). The Parties
                  shall keep confidential of such Confidential Information and shall
                  not
                  disclose to any third party unless having got written consent from
                  the
                  other parties. The following situations shall be excluded: (a)
                  It is
                  publicly available or will become publicly available( it is not
                  disclosed
                  by the party receiving such Confidential Information); (b) it is
                  disclosed
                  in accordance with applicable laws or regulations; or (c) the party
                  who
                  disclose any Confidential Information to its attorney or financial
                  advisor
                  who need to access such information shall ensure that such attorney
                  or
                  financial advisor complies with this Article and keep confidential
                  of such
                  information. The disclosure by the employee or agent of Each Party
                  shall
                  be deemed that it is disclosed by such party itself, and the party
                  shall
                  undertake breaching liability. The Parties agree that the provisions
                  of
                  this Article shall survive notwithstanding the termination of this
                  Agreement.

              


      

      


      
        
          
            	9.	
                    Further
                      Assurance 

                  


          

        

      

      


      
        	 	
                9.1

              	
                The
                  Parties agree that they will, without any hesitation, execute any
                  necessary documents for the purpose of performing or objective
                  of this
                  Agreement or any documents which is benefit for the purpose of
                  this
                  Agreement, and will take all necessary actions for the purpose
                  of
                  performing or objective of this Agreement or take actions which
                  is benefit
                  for the purpose of this Agreement. 

              


      

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      
        
          
            	10.	
                    Miscellaneous

                  


          

        

      

      


      
        	 	
                10.1

              	
                Amendment
                  and supplementation

              


      

       

      Any
        revision, amendment and supplementation of this Agreement shall be in writing
        and be executed by Each Party. 

       

      
        	 	
                10.2

              	
                Compliance
                  with laws and regulations

              


      

       

      The
        Parties shall comply with all applicable laws and regulations which have
        been
        formally issued and may be publicly acquired. 

       

      
        	 	
                10.3

              	
                Entire
                  agreement

              


      

       

      Unless
        it
        is otherwise revised, amended or supplemented after execution of this Agreement,
        this Agreement constitutes the entire agreement among the parties as to the
        subject matter, and supersedes any prior oral or written negotiations,
        statements or agreement among the parties relating thereto.

       

      
        	 	
                10.4

              	
                Headings

              


      

       

      Headings
        in this Agreement is only set out for reading convenience, and shall not
        be used
        to interpret, explain or otherwise influence the meaning of the provisions
        of
        this Agreement. 

       

      
        	 	
                10.5

              	
                Language

              


      

       

      This
        Agreement is made in Chinese and English in three originals. The Chinese
        version
        will prevail in the event of any inconsistency between the English and any
        Chinese translations thereof.

       

      
        	 	
                10.6

              	
                Severability

              


      

       

      If
        any of
        the terms of this Agreement is declared invalid, illegal or unenforceable
        in
        accordance with any applicable laws or regulations, the validity and
        enforceability of the other terms hereof shall nevertheless remain unaffected,
        and the Parties hereto agree to, through friend negotiation, make valid terms
        to
        such invalid, illegal or unenforceable terms, and the economic results from
        such
        valid terms shall be close to, as much as may be impossible, the superseded
        invalid, illegal or enforceable terms. 

       

      
        	 	
                10.7

              	
                Successor

              


      

       

      This
        Agreement shall bind on the successor of each party or the transferee permitted
        by the other parties and shall be interpreted for its benefit. 

       

      
        	 	
                10.8

              	
                Continue
                  to be effective

              


      

       

      
        	 	
                10.8.1

              	
                Any
                  duties occurred in relation to the Agreement before expiration
                  or early
                  termination of the Agreement shall continue to be effective after
                  expiration or early termination of the Agreement.
                  

              


      

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      
        	 	
                10.8.2

              	
                The
                  provisions of Articles 5, 7 and 10.8 shall survive nothwithstanding
                  the
                  termination of this Agreement.

              


      

       

      
        	 	
                10.9

              	
                Waiver

              


      

       

      Each
        party may waive the terms and conditions under this Agreement in writing.
        Such
        waive document should be duly signed by the each party. Any waive relating
        to
        the breach of the other party in certain circumstance shall not be deemed
        as
        that the waiver party has made waiver to the other party for the same breach
        in
        other circumstances. 

       

      [The
        remainder of this page is intentionally left blank ]

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      This
        page
        is the signing page of this Exclusive Equity Interest Purchase Agreement.
        IN
        WITNESS WHEREOF,
        the
        both Parties have its authorized representative executed this Agreement on
        the
        date first above written.

       

      Party
        A: Zhi Bao Da Tong (Beijing) Technology Co., Ltd

      Legal
        Representative (Signature): /s/ DeLu Gao

      


      Party
        B: Wang Zhenyu

      Signature:
        /s/ Wang Zhenyu

      


      Party
        C: Beijing
        Zhi Yuan Tian Xia Technology Co., Ltd.

      Legal
        Representative (Signature): /s/ Wang Zhenyu

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


      Appendix

      


      Announcement
        Letter

      


      Beijing
        Zhi Yuan Tian Xia Technology Co., Ltd. (“ZYTX”)
        is a
        limited liability company duly established and valid existing under the PRC
        laws, out of which I hold 40% equity interest, and the other shareholder
        Wang
        Zhenyu hold 100% equity interest of ZYTX. I hereby irrevocably waive any
        pre-emptive right I may have upon the other 60% equity interest held by the
        others, and will not encumber the transfer of the equity interest you proposed.
        

      


      This
        Announcement Letter is effective from the date of signature. 

      


      


      /s/
        Xu
        Junjun

      Signature

      


      Date:
        September 28, 2007

       

      
        
          
          

        

        
          11