Exhibit 4.25
 English Translation




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PageARTICLE 1. Definitions and Interpretation
    
    
    4ARTICLE 2. Equity Transfer
    
    
    6ARTICLE 3. Transfer Price
    
    
    6ARTICLE 4. Representations and Warranties
    
    
    6ARTICLE 5. Transition Period
    
    
    8ARTICLE 6. Closing and Further Assurance After the Closing
    
    
    10ARTICLE 7. Non-Competition
    
    
    12ARTICLE 8. Effectiveness
    
    
    12ARTICLE 9. Confidentiality
    
    
    12ARTICLE 10. Breach of Contract
    
    
    14ARTICLE 11. Termination
    
    
    14ARTICLE 12. Disputes Resolution
    
    
    16ARTICLE 13. Miscellaneous
    
    
    16
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EQUITY TRANSFER AGREEMENT
 this Agreement PRC
  Mr. Tianming DU
 Mr. Liangdong DU
 Changsha Xingchen Enterprise Management & Consultation Co., Ltd. Changsha Xingchen
  Shenzhen Zhi Yuan Noah Internet Co., Ltd. Future Noah
 PRELIMINARY STATEMENT
 Leisen
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ARTICLE 1.  DEFINITIONS AND INTERPRETATION
   Confidential Information
 Warranties
 Restructuring Memorandum
 Third Parties
 Board of Directors
 Parties or Party
 SAIC
 Affiliate
 Closing
 Closing Date
 Closing Conditions
 Transaction
 Control
 Competing Business
  4




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Target Equity
 Target Business
 RMB
 Existing Shareholders
 Information Technology
 Business Information
 Subsidiaries
 Intellectual Properties
 PRC China
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ARTICLE 2.  EQUITY TRANSFER
   ARTICLE 3.  TRANSFER PRICE
     ARTICLE 4.  REPRESENTATIONS AND WARRANTIES
  (a)
    
    all the Warranties made by him/it in Appendix 4.1 are accurate in all respects
on the date hereof; and
 (b)
    
    all the Warranties made by him/it in Appendix 4.1 will continue to be accurate
in all respects until and including the Closing Date, as if they were made again
immediately before the Closing based on the facts and circumstances on that day.
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ARTICLE 5.  TRANSITION PERIOD
 Transition Period
 (a)
    
    make reasonable effort to
 (i)
    
    prevent its existing business structure and reputation from
being infringed;
 (ii)
    
    protect its assets and properties and maintain their good
working condition to enable the normal operation of Leisen, and make
foreseeable depreciation to them in reasonable circumstances;
 (iii)
    
    maintain the services provided to it by its customers,
suppliers and other units or individuals or its cooperation with them, and
preserve the good reputation of Leisen;
 (iv)
    
    continue to take part in all existing production, sale,
marketing and promotion activities in connection with the Target Business and
Leisen.
 (b)
    
    keep its accounts and accounting records in a normal or usual manner
 (i)
    
    without making any significant changes to the following: the
methods of pricing, investment, financial statement, inventory, bank deposit,
government subsidies, taxation practices, calculation of doubtful debt, and
reserves;(ii)
    
    without making any changes to financial years.
 (c)
    
    comply with all applicable laws and regulations, and government rules for the
development of the Target Business. In the event of the breach of any applicable laws
and regulations, it shall immediately notify Future Noah after it is aware of such
breach.
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(i)
    
    amendments to its articles of association or other constituent
documents;(ii)
    
    increase or decrease of its registered capital;(iii)
    
    merger, consolidation, sale or transfer of all or substantial
part of its assets;(iv)
    
    realization, dissolution or liquidation, reorganization or
restructuring of capital structure in any form, or any matters leading to the
change of control;(v)
    
    authorization or issue of any securities, including any equity;(vi)
    
    purchase of any equity of entities, or merger with any other
entities or participation in any joint ventures;(vii)
    
    increase of the number of directors;(viii)
    
    any significant changes to any accounting policies, standards or principles
of Leisen;(ix)
    
    declaration and payment of any dividends or making distribution
in any other form (save for the circumstances described in Article 3.4 hereof);(x)
    
    any significant change to the nature of the Target Business, or
suspension or termination of any part of the Target Business;(xi)
    
    approval of the annual budget and business plan;(xii)
    
    creation of an indebtedness whose single amount or cumulative
amount for three months exceeds RMB50,000;(xiii)
    
    creation of a guarantee whose single amount or cumulative amount for three
months exceeds RMB50,000;(xiv)
    
    obtaining of loans or credits from any financial institutions;(xv)
    
    creation of indebtedness of any types that are beyond the scope
of ordinary business operation of Leisen;(xvi)
    
    transfer, sale or disposal of the fixed assets and property of
Leisen that are beyond the scope of its ordinary business operation, creation
of any pledge, mortgage or guarantee over such assets and property, or
provision of any guarantee to third parties;(xvii)
    
    making any capital expenditure or commitment in an amount of RMB50,000 or
more, such as the purchase of fixed assets or investment;(xviii)
    
    execution of contracts that are not in the nature of normal business
operation;(xix)
    
    change of the senior management of Leisen, or change of the
terms and conditions of any labor contracts between Leisen and its employees;(xx)
    
    institution or resolution of any litigation or arbitration;(xxi)
    
    other acts which will reduce the value of Leisen.
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ARTICLE 6.  CLOSING AND FURTHER ASSURANCE AFTER THE CLOSING
  (i)
    
    there exists no laws or orders which prohibit or restrict the
equity transfer hereunder.
 (ii)
    
    Future Noah completes the due diligence, but fails to discover
any material legal defects or risks or potential liabilities of Leisen, or any
other circumstances which might have material adverse effects on the business
or assets or the Target Equity of Leisen.(iii)
    
    all the restructuring steps No. 1 to 20 as set forth in Part 3
of the Restructuring Memorandum have been completed in a legal and effective
manner, and the completion of all such restructuring steps have been verified
by the legal counsel to Future Noah.(iv)
    
    the change of registration of shareholders hereunder with the
relevant SAIC has been completed, and Future Noah has registered with the
relevant SAIC as a shareholder of Leisen.(v)
    
    the appointment of the new board of directors of Leisen has
been made in accordance with the requirements of Future Noah, and such
appointment has been filed with the relevant department in charge of industrial
and commercial registration.
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(vi)
    
    all Warranties made by each Party to the other Parties as
stipulated in Appendix 4.1 are true and accurate in all respects on the Closing
Date by reference to the facts and circumstances occurred on that day (except
for those disclosed by the Existing Shareholders and approved by Future Noah).
Leisen and the Existing Shareholders shall give written confirmation in respect
thereof to Future Noah on the Closing Date.(vii)
    
    Leisen and the Existing Shareholders shall perform and comply
with all agreements, undertakings and obligations that shall be completed or
complied with on or prior to the Closing Date as required by this Agreement.
The Existing Shareholders shall issue to Future Noah on the Closing Date a
certificate showing the compliance with the aforesaid.(viii)
    
    there have been no significant changes to the Target Business of Leisen,
which might have substantive adverse effects on the Target Business after the
Closing, unless such changes have been approved in advance by Future Noah in
writing. Such significant changes mean the loss of one or more key customers;
revocation, withdrawal or cancellation of any business license of Leisen or any
permits relevant to the Target Business (or the issuance of notice by any PRC
government authorities threatening to revoke, withdraw or cancel such licenses
and permits); destruction of or serious damages to any facilities, property or
information being or to be applied for the development of the Target Business;
any adverse changes to the training team and research and development team in
relation to the Target Business.(ix)
    
    there have been no material adverse changes to the operation of
Leisen, its assets, financial or other situations.(x)
    
    all assets necessary for the businesses being or to be
conducted by Leisen (including without limitation, tangible assets, licenses,
contracts, IP, intellectual property rights registered and unregistered,
proprietary technologies, products being developed with or without copyrights,
teaching materials, related electronic or written materials, etc.) are
complete, lawful, valid and in good condition, and Leisen shall be the legal
and valid owner of such assets or have the right to use the same.(xi)
    
    the legal counsel to Leisen as recognized by Future Noah has
issued a legal opinion on the Closing Date, the form and substance of which are
to the satisfactory of Future Noah.
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ARTICLE 7.  NON-COMPETITION
  (i)
    
    directly or indirectly engage, invest or be involved in or
manage any entities, businesses or products that are identical, similar to or
in competition with the Competing Business, nor shall they have any direct or
indirect rights or interests in any entities, businesses or products that are
identical, similar to or in competition with the Competing Business.
 (ii)
    
    directly or indirectly enter into any transactions in relation
to the Competing Business with any customers, potential customers,
representatives, agents, enterprises with business relationship or other
persons doing business with Leisen in any manner or way for the account of
themselves or any third parties.
 (iii)
    
    directly or indirectly induce any customers, potential
customers, representatives, agents, suppliers, enterprises with business
relationship or other persons doing business with Leisen in any manner or way
to terminate their relationship or contact with Leisen for the account of
themselves or any third parties.
 (iv)
    
    directly or indirectly employ, hire or induce, recruit,
encourage, persuade or procure any advisers, contractors, employees, directors,
management, managers, representatives, agents or other persons currently
working for Leisen in any manner or way to terminate their relationship or
contact with Leisen for the account of themselves or any third parties.
 (v)
    
    use or register any patents, trademarks, trade names, logos,
copyrights, proprietary technologies or other intellectual property rights that
are identical, similar or relevant to the intellectual property rights owned
by, transferred or licensed to Leisen (whether registered or not) or that are
developed based on such intellectual property rights.
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ARTICLE 8.  EFFECTIVENESS
  ARTICLE 9.  CONFIDENTIALITY
 Confidential Information
  (i)
    
    as may be evidenced by reasonable proof, any information
possessed by the receiving Party at the time of disclosure by the disclosing
Party and, in respect of which the receiving Party is not subject to any
obligation of confidentiality;
 (ii)
    
    any information which is in the public domain at the time of or
after receiving such information by the receiving Party, except for the
information that is in the public domain due to the breach of this Agreement by
the receiving Party;
 (iii)
    
    any information obtained by the receiving Party from a third
party who is entitled to disclose such information to the receiving Party, and
such disclosure does not violate any obligation of confidentiality; or
 (iv)
    
    any information that is developed by the employees or agents of
the receiving Party completely independent of any such disclosure or
disclosures from the disclosing Party.
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ARTICLE 10.  BREACH OF CONTRACT
 Breach
  ARTICLE 11.  TERMINATION
   (i)
    
    all rights and obligations of the Parties will be ceased
immediately after the termination but such termination will not affect the
rights and
obligations of the Parties that have been occurred at that time (including
the right to claim for damages due to the Breach leading to the termination
hereof (if any)), and any other Breaches by any Party prior to the
termination;
 (ii)
    
    the Parties shall use the best endeavor to coordinate among
themselves to revoke transactions so as to resume to the state as if this
Agreement had never been signed by the Parties.
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ARTICLE 12.  DISPUTES RESOLUTION
  (i)
    
    Save for their respective obligations of confidentiality, the
Parties shall, during arbitration and in the course relating to the
arbitration, fully disclose to the other Party any information or documents
required by him/it, and provide him/it with complete channels from which such
information or documents are obtained.
 (ii)
    
    The Parties shall continue to exercise and perform their
respective rights and obligations hereunder at the time of and after submitting
the dispute for arbitration, except for those rights or obligations directly
related to such dispute.
 (iii)
    
    The arbitration award shall be final and binding upon the
Parties.
   ARTICLE 13.  MISCELLANEOUS
   (i)
    
    any cost relating to the due diligence by Leisen;
 (ii)
    
    any cost in connection with the drafting, negotiation and
execution of this Agreement;
 (iii)
    
    any cost for the Closing of the transaction, such as (but not
limited to) the cost for change of registration of shareholders with SAIC;
 (iv)
    
    actual expenses incurred by Future Noah for the transaction
(such as travelling expenses).
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Mr. Tianming Du
   Mr. Liangdong Du
   Changsha Xingchen Enterprise Management & Consultation Co. Ltd.
    Shenzhen Zhi Yuan Noah Internet Technology Co., Ltd.
  Address:
    No. B1003, Futian Tianan Hi-Tech Venture Park, Futian District, Shenzhen,
Guangdong Province
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Mr. Tianming Du/s/
    
    (Signature)Mr. Liangdong Du/s/
    
    (Signature)
 Changsha Xingchen Management Consulting Co. Ltd.
 Legal representative:
    
    /s/
    
    (Signature)Liangdong Du
 [Chop of Changsha Xingchen Management Consulting Co. Ltd. is affixed]
 Shenzhen Zhi Yuan Noah Internet Technology Co., Ltd.
 Legal representative:
    
    /s/
    
    (Signature)Dong Xu
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APPENDIX 4.1
  Part A
  1. Approval and License from the PRC Regulatory Authorities
 (A)
    
    All licenses, consents and other permits and approvals necessary for or in
relation to the development of the Target Business of Leisen have been obtained and are
in full force and effect.
 (B)
    
    All reports, declaration forms and information relating to the Target Business
of Leisen as required by laws or necessary to be submitted or provided to any person or
competent authorities as a condition for any licenses, consents, permits or approvals
have been submitted or provided to the relevant persons or competent authorities,
except for those reports, declaration forms and information that have not been
submitted or provided, which would not have any material adverse effect on Leisen.
 (C)
    
    There are no circumstances where any licenses, consents, permits or approvals
that are necessary for the continuous operation of the Target Business of Leisen may be
modified, revoked or not renewed, or any right of modification or revocation may be
given in such circumstances, save for the circumstances where such modification,
revocation or non-renewal is expected not to have any material adverse effect on
Leisen.
 2. Civil Capacity of the Existing Shareholders
 (A)
    
    They have full legal rights, all requisite corporate power and authority, and
have taken all corporate actions required to execute and deliver this Agreement, fully
perform their respective obligations under such documents and to complete the
transaction hereunder.
 (B)
    
    This Agreement, once executed and delivered by the Parties hereto, constitutes
their lawful, valid and binding obligations and is enforceable against them pursuant to
their respective terms.
 (C)
    
    The execution and delivery by the Existing Shareholders of this Agreement and
the performance of their respective obligations hereunder will:
 (i)
    
    not violate any provisions of their respective memorandum or
articles of association; and
 (ii)
    
    not violate any legal instrument binding on them nor constitute
the non-performance of their respective obligations under such legal
instruments; and
 (iii)
    
    not violate orders, judgments or decrees of any court or
government authorities binding on them; and
 (iv)
    
    not require any consent from shareholders of any of the
Existing Shareholders, except for those consents that have been obtained.
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3. Ownership of Leisen and its Affairs
 (A)
    
    Leisen is a limited liability company duly incorporated, existing and
registered under the laws of the PRC. It has the right to exercise all civil rights,
power and capacity of a company, and has passed annual inspections over the years.
 (B)
    
    The total amount of the registered capital of Leisen amounts to RMB1 million.
Leisen has made capital contributions and settled the payment in respect thereof in
full, and the capital verification has been made in accordance with the applicable PRC
laws and regulations.
 (C)
    
    There are no options, pre-emptive rights, mortgages, pledges, liens or other
forms of guarantees or other rights relating to or created over or affecting all or any
part of the shares of Leisen. In addition, there are no agreements or undertakings for
the provision or creation of any of the above, nor are there any persons who claim to
be entitled to any of the above interests.
 (D)
    
    There are no outstanding agreements or undertakings requiring the allocation,
issue or transfer of any equity of Leisen, or granting to any persons the right to
allocate, issue or transfer any equity of Leisen.
 (E)
    
    Leisen does not own any shares nor has similar shareholders interest in any
companies, affiliated companies, offices, branches and other social organizations; nor
does it directly or indirectly control or invest nor has any interest in any other
entities.
 (F)
    
    Copies of the existing business license and articles of association of Leisen
that have been submitted by the Existing Shareholders to Future Noah or its
representatives and advisers on the date of this Agreement are complete and accurate in
all respects.
 (G)
    
    Leisen maintains any account books that are necessary for its business
operation in accordance with applicable PRC laws and regulations, and such account
books accurately recorded any matters that shall be recorded in the account books;
Leisen has not received any notices or allegations stating that any of the above
records are inaccurate or should be rectified.
 (H)
    
    All documents that shall be submitted by Leisen to all the relevant PRC
government departments and other competent authorities have been properly submitted,
save for those documents that have not been submitted, which would not have any
material adverse effect on Leisen.
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4. Accuracy and Sufficiency of Information
 (A)
    
    All information supplied by the Existing Shareholders or Leisen to Future Noah
or its advisers are true, accurate and complete in all respects, and there are no facts
or matters that have not been disclosed to Future Noah or any of its advisers, which
would result in any of the information becoming inaccurate or misleading because of
omission or ambiguity in terms of meaning or due to any other reasons.
 (B)
    
    Leisen and the Existing Shareholders have, upon reasonable request from Future
Noah, provided Future Noah or its advisers with all information that can be obtained
without paying unreasonable costs within the scope of their control for Future Noah to
determine whether or not to accept the transfer of the Target Equity. The written
information and public documents provided by Leisen to Future Noah in relation to this
Agreement do not include the misrepresentation or misstatement of material facts, or
material facts the omission of which would make any representations contained in this
Agreement or such disclosed documents misleading.
 5. Accounts of Leisen
 (A)
    
    The accounts of Leisen:
 (i)
    
    are prepared in accordance with the PRC laws, and the
accounting principles and practices recognized by the PRC and also generally
accepted by companies which conduct any business that is similar to the Target
Business (PRC GAAP and IFRS);
 (ii)
    
    are complete and accurate in all respects, and have made full
provisions for bad and doubtful debts, obsolete, depreciated and unsaleable
stocks and profit taxes (whether they are profits from income or capital
profits) for any period ending on or prior to the completion date of the
accounts of Leisen;
 (iii)
    
    reflect a true and fair view of the state of affairs of Leisen
for each of the financial year ends covered by the corporate accounts, and the
profits or losses of Leisen for each financial year covered by the corporate
accounts; and
 (iv)
    
    are not affected by any extraordinary, exceptional or
non-recurring items, save for any items expressly disclosed in the accounts of
Leisen.
 (B)
    
    Leisen does not have any liabilities that have not been fully disclosed or
provided for in its accounts (whether actual, contingent, undetermined in terms of
amount or in dispute) or any outstanding capital commitments.
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6. Accounting Records
 (A)
    
    Leisen maintains proper and consistent accounts, books, ledgers, financial and
other records; such accounting records contain the latest information, the complete and
accurate details of the business activities of Leisen, and all matters that must be
recorded in accordance with the Company Law of the
Peoples Republic of Chinaand the Accounting System of Enterprises of the Peoples
Republic of China.
 (B)
    
    Such accounts, books, ledgers, financial and other records, which constitute
the property of Leisen, are owned and controlled by Leisen, and no notices or
allegations stating that any of the above records are inaccurate or should be rectified
have been received.
 (C)
    

    All transactions relating to the Target Business of Leisen have been recorded
in the accounting records of Leisen in a proper and timely manner, and no errors or
differences of any nature have been included or reflected in such accounts, books,
ledgers, financial and other records, and such records truly and accurately reflect the
financial situation of Leisen and give explanation of its transactions.
 7. Contract and Undertakings
 (A)
    
    Leisen is not a party to, nor does it bear any legal liabilities (whether
present or future) in respect of any of the following:
 (i)
    
    any guarantee, indemnification, guarantee relationship or
letter of credit;
 (ii)
    
    any contract or arrangement which directly or indirectly
restricts the freedom of Leisen to operate its business around the world in any
manner as it think fits, or directly or indirectly restricts the ability of
Leisen to transfer all or any part of its business;
 (iii)
    
    any joint venture agreement or arrangement, partnership right
or obligation for the purpose of profit sharing (but for avoidance of doubts,
excluding any arrangement which shares fees or operating income on a
case-by-case basis), or any other agreement or arrangement where Leisen and any
other persons jointly participate in any business;
 (iv)
    
    any agreement or arrangement involving any matters that are
beyond the ordinary business scope of Leisen, or constituting commercial
transactions or arrangements that derivate from the usual model of the Target
Business;
 (v)
    
    any contract or arrangement in which any directors of Leisen or
its Affiliates have direct or indirect interest, except for employment
contracts;
 (vi)
    
    any contract or arrangement that is not signed in the ordinary
course of business and involving the expenses or incomes of Leisen in any
financial year which exceed RMB100,000;
 (vii)
    
    any contract or arrangement that is not signed with any
Affiliates or subsidiary enterprises of Leisen in the ordinary course of
business and involving the payment or incomes which exceed RMB50,000;
 (viii)
    
    any contract or arrangement that cannot be terminated by Leisen by a notice
of 3 months or such shorter period without the payment of any special
compensation; or
 (ix)
    
    any contract or arrangement which may be terminated in the
event of any change in the ownership or control of Leisen or will be materially
affected due to such change.
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(B)
    
    Save for any guarantees or Warranties required by laws or those contained in
the standard business terms of Leisen that the Existing Shareholders have provided to
Future Noah on or prior to the date hereof, Leisen has not provided any guarantee,
indemnification or Warranties, nor made any representation in respect of any goods or
services that have been provided or will be provided pursuant to executed contracts,
nor has it assumed any liabilities or obligations applicable to it after the provision
of such goods or service.
 (C)
    
    Leisen and the Existing Shareholders have not been aware of the violation or
invalidity of any material contracts to which Leisen is a party, or any reasons that
such contracts be terminated, revoked, abrogated or refused for performance, nor have
they been aware of any such allegation, except for the circumstance where a third party
to the relevant contracts has not made any payment.
 (D)
    
    Leisen does not have any outstanding prices or tenders or sale or service
proposals which are of significance to its business and, if accepted, are likely to
result in loss.
 8. Authorization
  9. Operation
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10. Arrangement between Leisen and the Existing Shareholders
  11. Bank Accounts and Loans
 (A)
    
    Leisen has not have any outstanding loan capital, nor has it borrowed or agreed
to borrow any amount which consequently fail to make repayment or to perform its loan
obligations. It is not a party to nor has any obligation relating to any of the
following:
 (i)
    
    any loan agreement, debenture, acceptance credit, bill of
exchange, promissory note, finance lease, debt or stock financing, transfer and
sale arrangement or sales and leaseback arrangement for discount or account
receivables;
 (ii)
    
    any other arrangement for the purposes of fund raising or the
provision of fund or credit.
 (B)
    
    Leisen does not hold any shares and securities that are not paid in full or
with any additional liabilities, nor does it have any liabilities in connection with
the above shares or securities.
 (C)
    
    Leisen has not lent or agreed to lend any amount which consequently fail to
get back the repayment, nor is it interested in any existing or future debts (save for
the amount receivables of Leisen in the ordinary course of business).
 (D)
    
    Leisen has not signed any mortgage, guarantee or indemnification contract that
is invalid and unenforceable pursuant to its terms.
 (E)
    
    There have been no events which would result in the non-performance or breach
of any terms of the loan capitals, borrowings, debentures or financing of Leisen, or
which would entitle any third parties to demand for repayment prior to the normal
payment date. No persons have alleged the occurrence of such events.
 (F)
    
    Leisen has not borrowed any amount from any source of capital, save for those
amount that is borrowed in the ordinary course of business and will not have any
material adverse effect on the production and operation of Leisen.
 12. Working Capital
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13. Insolvency
 (A)
    
    No orders nor applications have been made to require for the liquidation of
Leisen; no meetings have been convened for the purpose of considering
resolutions for the liquidation of Leisen; and no such resolutions have been
approved.
 (B)
    
    No receiving orders have been made for Leisen; no petitions or applications
have been made to require for making such orders; no receivers have been appointed for
Leisen; no notices have been issued or submitted for the purpose of appointing
receivers for Leisen; and no steps or procedures have been taken or commenced for the
purpose of appointing receivers for Leisen.
 (C)
    
    No receivers (including administrative receivers) have been appointed in
connection with all or any assets of Leisen.
 (D)
    
    No debt restructuring agreements between Leisen and its creditors or proposals
of similar arrangement have been put forward.
 (E)
    
    There are no valid rights of Leisen to delay in making payment; no steps or
procedures have been taken or commenced for the purpose of obtaining such right.
 (F)
    
    No events involving Leisen that are similar to any of the above have been
occurred.
 (G)
    
    Leisen is not insolvent nor unable to pay debts, nor does it cease to repay any
debts that are due.
 (H)
    
    No judgements against Leisen have not been performed.
 14. Litigation and Claims
 (A)
    
    Neither Leisen nor its Existing Shareholders participate in any prosecutions,
arbitrations or other dispute resolution proceedings or administrative or criminal
proceedings as the capacity of claimant, defendant or otherwise. To the best of
knowledge of the Existing Shareholders and Leisen, there are no prosecutions,
arbitrations or other dispute resolution proceedings or administrative or criminal
proceedings pending that are brought by or against Leisen or its Existing Shareholders,
or threatened to be brought by or against Leisen or its Existing Shareholders or
expected to be brought by or against Leisen or its Existing Shareholders. To the best
of knowledge of the Existing Shareholders, there are no facts or circumstances which
might give rise to any prosecutions, arbitrations, mediation or administrative or
criminal proceedings.
 (B)
    
    To the best of knowledge of the Existing Shareholders, neither Leisen nor its
Existing Shareholders have received any written notices in relation to any
investigations or enquiries into the affairs of Leisen or its Existing Shareholders
that are being made or have been made by any government or other authorities, in
particular (but not limited to) any matters in the areas of environmental protection,
public health, safety, labor and publication. The Exiting Shareholders are not aware
of any situations which would give rise to such formal investigations or enquiries.If any matters occurred as of the Closing Date give rise to any dispute with any
relevant authorities over the matters of environmental protection, public
health, safety, labor and publication and other relevant laws and regulations, the
Existing Shareholders agree to compensate Leisen immediately for all costs in
connection with the settlement of such disputes, including any interests and fines
that are imposed.
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(C)
    
    Neither Leisen nor its Existing Shareholders have committed any criminal,
illegal, unlawful or unauthorized acts, nor have they breached any obligations or
liabilities prescribed by or arising from regulations, contracts or otherwise; none of
them have any legal liabilities involving the above acts or breaches, nor any claims
pending that are against Leisen or its Existing Shareholders, save for those claims
which would not have material adverse effects on the production and operation of
Leisen.
  (D)
    
    Leisen has not produced, sold or provided any products or services that fail to
meet all applicable laws, regulations or standards or are defective or hazardous or do
not meet any expressed representations or Warranties.
  15. Ownership and Status of Assets
 (A)
    
    The major assets of Leisen that are necessary for use in the course of the
operation of the Target Business have been included in the corporate account of Leisen.
 (B)
    
    Leisen is the legal and beneficial owner of each asset contained in the
corporate account (save for the current assets sold, disposed of or used in the
ordinary course of business); such assets are not subject to any third parties rights
and each asset that can be possessed is possessed by Leisen.
 (C)
    
    Leisen has the ownership of all assets that are reflected in its balance
sheets as assets and there are no mortgages, pledges or liens created over them.
 (D)
    
    All other lands, buildings and fixed assets being used by Leisen are leased in
accordance with valid leases. All such leases are lawful and valid. Leisen has not
violated such leases or committed any faults thereunder.(E)
    
    Leisen does not have any buildings nor any self-owned land use right.
 (F)
    
    There are no options, pre-emptive rights, mortgages, pledges, liens (except for
any liens legally created in the ordinary course of business) or other forms of
guarantees or third parties rights relating to or created over or affecting all or
any part of the business or assets of Leisen. There are also no agreements or
undertakings for the provision or creation of any of the above, nor are there any
persons who claim to be entitled to any of the above interests.
 (G)
    
    All vehicles and office equipment used by Leisen in relation to its business
are repaired and maintained properly and operated normally, and can be used for the
business of Leisen.
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16. Intellectual Property Rights
  (B)
    
    Leisen owns or has the right to use any intellectual property rights and
business information that are being used for the Target Business or that are necessary
to meet the requirements of current plans and proposals.
 (C)
    
    All fees and steps in connection with the renewal, application and other formal
registration that are necessary for the maintenance, protection and enforcement of
intellectual property rights of Leisen have been paid or adopted, or will be paid or
adopted according to plans.
 (D)
    
    The intellectual property rights owned by Leisen are valid, existing and
enforceable, and are not subject to any mortgages, options, third parties rights or
other rights.
 (E)
    
    All permits involving intellectual property rights and business information,
and all agreements entered into by Leisen in relation thereto will not be terminated
due to the change of ownership or control of Leisen.
 (F)
    
    Leisen and, to the best of knowledge of the Exiting Shareholders, any third
parties do not violate any permits or agreements which are currently used for the
purpose of the business, and which are of significance to the Target Business and
relate to any intellectual property rights.
 (G)
    
    Leisen is under no obligation to grant any licences or sub-licences or to make
transfer in respect of any intellectual property rights or business information owned
or used by Leisen.
 (H)
    
    To the best of knowledge of the Existing Shareholders, no third parties are
infringing or using without authorization or have infringed or used without
authorization any intellectual property rights or business information owned or used by
Leisen.
 (I)
    
    To the best of knowledge of the Existing Shareholders, no activities, business
information and intellectual property rights of Leisen constitute and have constituted
any infringement or unauthorized use of third parties intellectual property rights or
business information.
 (J)
    
    To the best of knowledge of the Existing Shareholders, the intellectual
property rights and business information of Leisen are not the subject of any
litigations, objections or administrative proceedings.
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(K)
    
    To the best of knowledge of the Existing Shareholders, the Confidential
Information of Leisen has not been disclosed or otherwise made known to any third
parties without requiring the third parties to perform the obligation of
confidentiality.
 (L)
    
    Leisen is not a party to any confidentiality or other agreement that restricts
the freedom to use or the disclosure of its business information, nor does it assume
any obligations that restrict the freedom to use or the disclosure of its business
information, which might have material adverse effect on the business of Leisen.
 (M)
    
    Currently, the operation of Leisen does not give rise to the obligations to pay
any fees for using intellectual property right or similar payment.
 17. Information Technologies
 (A)
    
    Leisen is the sole legal and beneficial owner of all its information
technologies. Such information technologies are not subject to any liens, mortgages,
third parties rights or other rights.
 (B)
    
    All information technologies owned or used by Leisen or in its name are in good
operating conditions, and have been maintained in accordance with good industry
practices.
 (C)
    
    The information technologies and domains owned or used by Leisen are not the
subject of any litigations or other disputes or claims. To the best of knowledge of
the Existing Shareholders, no litigations, disputes or claims in relation to any
information technologies or domains owned or used by Leisen are expected or likely to
occur.
 (D)
    
    The business or operation of Leisen has not been materially interfered due to
one of the following events: (a) any breach of the security regulations relating to any
information technologies, (b) malfunction of any information technologies (whether it
is due to any breakdown, virus, defects or other reasons), insufficient capacity, or
failure to meet the required standards in other aspects, or (c) malfunction,
interruption or defective operation of any information technologies due to the
occurrence or processing of one or more dates. There exists no circumstances which are
likely or expected to give rise to any such interference.
 (E)
    
    Leisen is the legal and beneficial owner of all information technologies and
business information that are necessary or required for the operation of its business
in a manner used currently or at any time within one year prior to the date of this
Agreement, and for the performance or implementation of any existing contracts,
undertakings, plans or proposals, or the party which has the contractual rights to use
such information technologies; such contractual rights will not be directly or
indirectly affected due to any transaction contemplated under this Agreement.
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(F)
    
    Leisen has not disclosed any source programs to any third parties; no source
programs relating to proprietary software have been disclosed or otherwise made known
to any third parties.
 (G)
    
    Leisen is not a party to any agreements or arrangements that restrict the
freedom to use or the disclosure of any source programs relating to any proprietary
software, nor does it assume any obligations that restrict the freedom to use or the
disclosure of any source programs relating to any proprietary software.
 18. Employees
 (A)
    
    Leisen does not have any employees who have not been disclosed to Future Noah.
 (B)
    
    No disputes exist nor are there any outstanding or possible disputes between
Leisen and any trade unions or other organizations that are formed for similar
purposes. Moreover, Leisen is not a party to any collective bargaining agreements or
other arrangements (whether they are binding or not).
 (C)
    
    There are no acts or circumstances of Leisen that are in violation of the laws
and regulations with regard to labor and employment.
 (D)
    
    To the best of knowledge of the Existing Shareholders, no employees or other
personnel (whether existing or former) threaten to make any claims against Leisen, nor
do any other persons threaten to make any claims against Leisen in respect of any
employees or other personnel (whether existing or former), for any accidents, injuries,
unpaid salaries, overtime pay, severance payment, contributions to social security
funds, holidays or any other matters resulting or arising from the employment or
engagement by Leisen of such employees or other personnel (whether existing or former).
In addition, there are no outstanding claims of this kind.
 19. Taxation
  (i)
    
    any disputes or complaints relating to any tax liabilities that
have been asserted or put forward by any governments or regulatory authorities;
or
 (ii)
    
    to the best of knowledge of the original shareholders, any
warning concerning the disputes or complaints of any tax liabilities as
reasonably expected.
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20. Tax Declaration, Disputes, Records and Requests
 (A)
    
    Leisen has submitted and provided to any taxation authorities all appropriate
tax returns and information required by them by itself or through others.
 (B)
    
    As at the date of this Agreement, there are no tax obligations that are
outstanding or, to the best of knowledge of the Existing Shareholders, are expected to
occur, which would allow any taxation authorities to recover from Leisen any taxes
(including fines or interests), nor are there any disputes or disagreements with any
taxation authorities regarding the provision of any preferential tax treatments to
Leisen, and there are no circumstances which are likely to give rise to any such
disputes or disagreements.
 21. Insurance
  22. Incentive Mechanism
  23. No State-owned Assets
  24. No Undisclosed Business
  25. Commercial Practices in Compliance with Laws
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Part B
  (A)
    
    Future Noah is a company duly incorporated. It has full legal rights, all
requisite corporate power and authority, and have taken all corporate actions required
to execute and deliver this Agreement, fully perform its obligations under such
documents and to complete the transaction hereunder
 (B)
    
    This Agreement, once executed and delivered by the Parties hereto, constitutes
its lawful, valid and binding obligations and is enforceable against it pursuant to its
terms.
 (C)
    
    This Agreement and the transaction under this Agreement have been approved by
way of resolution at a shareholders general meeting of Future Noah.
 (D)
    
    The execution and delivery by Future Noah of this Agreement and the performance
of its obligations hereunder will:
 (i)
    
    not violate any provisions of its memorandum or articles of
association; and
 (ii)
    
    not violate any legal instrument binding on it nor constitute
the non-performance of its obligations under such legal instruments; and
 (iii)
    
    not violate orders, judgments or decrees of any court or
government authorities binding on it.
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