Unassociated Document


    Exhibit
10.5

    


    EQUITY
TRANSFER AGREEMENT

    


    This
Equity Transfer Agreement (the “Agreement”) is made on February 3, 2009 by and
between the following parties:

    


    Transferor:

    


    
      
        	
                Beijing
      PKU Chinafront High Technology Co., Ltd. (“PKU”)

              
	
                Address:

              	
                Room
      B717,E-Wing Center, No.113 Zhichun Road, Haidian, Beijing,
      China

              
	
                Legal
      Representative:

              	
                Shudong
      Xia

              


      

    

    


    Transferee:

    


    
      
        	
                China
      TransInfo Technology Group Co., Ltd.

              
	
                Address:

              	
                Floor
      16, E-Wing Center, No.113 Zhichun Road, Haidian, Beijing,
      China

              
	
                Legal
      Representative:

              	
                Shudong
      Xia

              


      

    

     

    The above
parties shall be referred to individually as a “party” and collectively as “both
parties.”

    


    WHEREAS, PKU is a company of
limited liability incorporated and duly existing under the law of the People's
Republic of China (“PRC”), in which Oriental
Intra-Asia Entertainment (China) Limited (“Oriental”) owns 97% equity
interests. The Technology Development Department of Beijing University owns the
remaining 3% equity interests in PKU.

    


    WHEREAS, the Transferee is a
newly formed PRC company that is 100% owned by Shudong Xia, Chairman, CEO and
President of China TransInfo Technology Corp., a Nevada company (“CTFO”) and the beneficial
owner of approximately 49% of CTFO’s outstanding capital stock, Zhiping Zhang,
CTFO’s Vice President of Research and Development, Zhibin Lai, CTFO’s Vice
President and Wei Gao, a designee of SAIF Partners III L.P., the 11% shareholder
of CTFO.  CTFO indirectly wholly-owns Oriental.

    


    WHEREAS, CTFO has determined
that it is advisable and in its best interest to restructure its subsidiaries
and enter into a series of commercial agreements with the Transferee to allow
CTFO to operate in these business segments (the “Restructuring
Agreements”).


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    WHEREAS, the Transferor is the
100% owner of Beijing
Zhangcheng Science and Technology Co., Ltd., a PRC
company (“Zhangcheng
Science”).  The Transferor intends to transfer and the
Transferee agrees to acquire the 100% equity interest in Zhangcheng Science held
by the Transferor (“Equity
Transfer”).

    


    WHEREAS, the execution and
delivery of this Agreement is a condition precedent to the consummation of the
transactions contemplated by the Restructuring Agreements and the Transferee
would not consummate the transactions, but for the existence of this
Agreement.

    


    NOW, THEREFORE, in
consideration of the covenants and mutual promises contained herein and other
good and valuable consideration, the receipt and legal sufficiency of which are
hereby acknowledged and intending to be legally bound hereby, the parties agree
as follows:

    


    
      	
              1.

            	
              On
      the effectiveness date of this Agreement, the Transferor shall transfer
      all the equity interest it owns in Zhangcheng Science to the
      Transferee.  Such equity interest shall be free and clear of all
      liens, security interest, pledge, equity and any kind of
      claims.  Any right and obligation pertaining to such equity
      interest shall be transferred to the Transferee as the
      successor.

            


    

    


    
      	
              2.

            	
              The
      Transferee shall use its best efforts to cooperate fully with the
      Transferor and to cause its representatives to cooperate fully with the
      Transferor to obtain necessary approvals from and complete necessary
      registrations with relevant PRC governmental authorities in connection
      with the Equity Transfer and will not take any action which could
      frustrate or delay such transfer.

            


    

    


    
      	
              3.

            	
              Both
      Parties hereto expressly agree that this Agreement shall be governed by,
      interpreted under and construed and enforced in accordance with the laws
      of PRC. Both Parties agree any disputes arising out of or relating to this
      Agreement shall be submitted to Beijing Arbitration Commission for
      settlement.

            


    

    


    
      	
              4.

            	
              The
      Agreement shall be made into four copies, each for one party, and the
      other two copies shall be kept by PKU for relevant approvals from and
      registration with the relevant government
  authorities.

            


    

    


    
      	
              5.

            	
              The
      Agreement shall come into force from the day when being signed by both
      parties.

            


    

    


    [Signature Page
Follows]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHERE OF,  the parties hereto have executed this Agreement as
of the date first indicated above.

    


    Transferor:

     

    
      
        	
                Beijing
      PKU Chinafront High Technology Co., Ltd.

              
	
                 

                      
                   

                  /s/
      Shudong Xia

                

                Name:
      Shudong
      Xia

              
	
                Title:
      Chief Executive Officer

              


      

      
 

      Transferee:

      


      
        	
                China
      TransInfo Technology Group Co., Ltd.

              
	
                 

                 

                      
                  /s/
      Shudong Xia

                  Name:
      Shudong
      Xia

                

              
	
                      
                  Title:
      Chief Executive
Officer