Unassociated Document


    
       

      Exhibit
10.1

       

      EQUITY
TRANSFER AGREEMENT

      


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

      


      Transferor:

      


      
        	
                Oriental
      Intra-Asia Entertainment (China) Limited

              
	
                Address:

              	
                Room
      C2-1009 Oriental Plaza, 1 East Chang’an Street, 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, Beijing PKU
Chinafront High Technology Co., Ltd. (“PKU”) is a company of limited
liability incorporated and duly existing under the law of the People's Republic
of China (“PRC”), in
which the Transferor owns 97% equity interests and the Technology Development
Department of Beijing University owns the remaining 3% equity
interests.

      


      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 the Transferor.

      


      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
intends to transfer and the Transferee agrees to acquire the total 97% equity
interests in PKU 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
      the total 97% equity interests it holds in PKU to the
      Transferee.  Such equity shall be free and clear of all liens,
      security interest, pledge, equity and any kind of claims. Any right and
      obligation pertaining to such 97% equity interests shall be transferred
      together to the Transferee as the
successor.

              


      

      


      
        	
                2.

              	
                The
      Transferee shall use its best efforts to cooperate fully with the
      Transferor and PKU and to cause its representatives to cooperate fully
      with the Transferor and PKU 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:

      


      
        	
                Oriental
      Intra-Asia Entertainment (China) Limited

              
	
                 

                      
                        
                    /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