China TransInfo Technology Corp.: Exhibit 10.3 - Filed by
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Exhibit 10.3  


English Translation of Equity Transfer Agreement 

By and Among China TransInfo Technology Group Co., Ltd., 

Three Individual Shareholders of Beijing UNISITS Technology Co., Ltd., 

Large Crown Holdings Limited and China TransInfo Technology Corp. 

On Purchasing 7.1475 Million Shares of Beijing UNISITS Technology Co., Ltd. 

Party A: Three Individual Shareholders of
Beijing UNISITS Technology Co., Ltd. (Hereinafter referred as "the
Transferors"), including Shan Qu, Hai Wu and Yingli Mu 

Party B: LARGE CROWN HOLDINGS LIMITED
(Hereinafter referred as "BVI Entity") 

Authorized Representative: Shan Qu, Hai Wu, Yingli Mu 

Registration: Portcullis TrustNet Chambers P.O. Box 3444, Road Town, Tortola,
British Virgin Islands 


Party C: China
TransInfo Technology Group Co., Ltd. (Hereinafter referred as “the Transferee”)


Legal Representative: Shudong Xia 

Part D: China
TransInfo Technology Corp.(Hereinafter referred as “CTFO”) 

Legal Representative: Shudong Xia 

WHEREAS: 

	1. 	
      Beijing UNISITS Technology Co., Ltd. (Hereinafter
      referred as “the Targeted Company” ) is a limited liability company,
      established and validly existing under the laws of the People’s Republic
      of China; 

	 	
       

	2. 	
      The present registered capital of the Targeted Company is
      RMB ¥52.60 (fifty-two million and six hundred thousand) million Yuan, the
      Transferors in aggregate hold 1.26 million shares of the Target Company.
      

	 	
       

	3. 	
      The Transferee was founded in June 2009 with a registered
      capital of RMB ¥180 million Yuan. 

	 	
       

	4. 	
      The Transferors hold 7.1475 million shares of the Target
      Company. BVI Entity is an affiliate of the Transferors. 

	 	
       

	5. 	
      The Transferors intend to transfer, and the Transferee
      desires to purchase from the Transferors 7.1475 million of shares of the
      Target Company. 



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NOW, THEREFORE, according to the Company Law of the People's
Republic of China and relevant laws and regulations, the Transferors and the
Transferee, after friendly consultations and in consideration of the principles
of equality and mutual benefit, honesty and trustworthiness and making
compensation for equal value, the parties enter into the following Equity
Transfer Agreement (hereinafter referred as this “Agreement”): 

ARTICLE I: DEFINITION 

Unless the context otherwise provides, the following words and
expressions in this Agreement have the following meanings: 

	1.1 	
      Equity: refers to the rights of the Transferors as
      shareholders of the Target Company based on their contributions to the
      Target Company’s registered capital and provided by the Chinese laws and
      Articles of Association of the Target Company, including but not limited
      to the rights to receiving profits from the company's assets, making major
      decisions and selecting managers; 

	 	
       

	1.2 	
      Rights attached to the Equity: refers the rights
      and befits of the Transferors in addition to the Equity, based on their
      contributions to the Target Company’s registered capital and their status
      as shareholders of the Target Company; 

	 	
       

	1.3 	
      Transferring the Equity or the target Equity:
      refers that the transfer of 7.1475 million shares of the Target Company
      and all related rights and benefits from the Transferors to the
      Transferee; 

	 	
       

	1.4 	
      The Transfer of the Equity: refers to the
      Transferors’ behavior of transferring all of their Equity to the
      Transferee under this Agreement; 

	 	
       

	1.5 	
      Substantive Changes: refers to any and all major
      adverse changes which may affect the Target Company’s operation,
      management plan and capability, including but not limited to the changes
      about asset, debt, business, and employment of the Target Company;
  

	 	
       

	1.6 	
      The Effective Date: refers to the date on which
      this Agreement is signed by the parties according to Section 18.6;
  

	 	
       

	1.7 	
      The Closing Date refers to the date on which, with
      the assistance of the Transferors, the Transferee completes the amendment
      to the industrial and business registration; and 

	 	
       

	1.8 	
      Interim Period: refers to the period of time
      between the Effective Date and the Closing Date, including the Effective
      Day and the Closing Date. 



ARTICLE II THE TRANSFEROR’S EQUITY 

	2.1	
      The ownership structure, the amount of capital contributed
by each Transferor, and their respective contribution ratio are set forth in
Appendix I;



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	2.2 	
      Each of the Transferors makes the representation and
      warrants to the Transferee that he owns all rights, titles and interests
      in and to, and has the rights to transfer to the Transferee the Equity,
      pursuant to the terms of this Agreement, free and clear of all liens,
      security interests, charges and other encumbrances. The Transferors will
      not transfer the Equity to any third party other than the Transferee until
      the Closing Date. 



ARTICLE III THE TRANSFER OF THE EQUITY 

	3.1 	
      The Transferors agree to transfer the Equity to the
      Transferee and the Transferee agrees to acquire the Equity from the
      Transferors. Subject to any other agreements between the parties reached
      in accordance with this Agreement, the Transferee shall be entitled to
      fully exercise all rights attached in the Equity since the Effective Date
      of this Agreement. The Transferors shall ensure the consolidation of the
      financial statements of the Target Company during the Interim Period. The
      Transferors should instruct the Target Company to timely complete the
      required administrative procedures in China (including but not limited to
      change of industrial and business registration) to ensure that the Equity
      will be registered under the Transferee’s name on the Closing Date.
  

	 	
       

	3.2 	
      During the Interim Period, except as otherwise expressly
      provided in this Agreement or other amendments pursuant to written
      agreements between the Transferee and the Transferors, (for the avoidance
      of doubt, , these amendments shall not affect the consolidation of
      financial statements of the Target Company by the Transferee), the
      Transferee shall have all the rights and obligations relevant to the
      Equity transferred. From the Closing Date, the Transferee is the
      legitimate owner of the Equity, except as otherwise expressly provided in
      this Agreement, the Transferee has all the rights and obligations relevant
      to the Equity transferred, the Transferors shall no longer have any rights
      or obligations relevant to the Equity transferred.




ARTICLE IV ACQUISITIONS 

	4.1 	
      CTFO agrees to issue 554,955 shares of common stock to
      the BVI Entity as purchase price to acquire 7.1475 million of shares of
      the Target Company held by the Transferors. 

	  	
       

	4.2 	
      For the avoidance of doubt, the parties further confirm:
      the above said purchase price is subject to the following conditions: the
      Targeted Company’s net profit after tax of 2010 (according to the GAAP
      rules in China and Article VII of this Agreement) is no less than RMB
      ¥37.50 million Yuan and net profit after tax of 2011 (according to the
      GAAP rules in China and Article VII of this Agreement) is no less than RMB
      ¥46.88 million Yuan. 



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	4.3	
       Subject to Article VI, the BVI Entity agrees to deposit
332,974 shares of CTFO common stock into an account designated by the
Transferee.



ARTICLE V PRICE FOR THE TRANSFER OF EQUITY 

	5.1 	Equity: 7,147,500 shares of the Targeted Company. 
	 	 	 
	5.2 	Determination of the transfer price of the Equity: 
	 	 	 
		5.2.1 	CTFO will issue 554,955 shares of CTFO common stock to the BVI Entity.
    
	 	 	 
		5.2.2 	The amount of CTFO shares issued to each of the Transferors is set
      forth in Appendix I to this Agreement. No fractional shares will be
      issued. 


ARTICLE VI PLEDGE OF CTFO SHARES 

	6.1 	
      Among the 554,955 CTFO shares issued to the Transferors,
      332,974 shares will be held in escrow with an account designated by the
      Transferee for a term of two years. 




	6.2 	
      If the audit report of the Target Company’s 2010 net
      profit issued pursuant to the accounting principles of China shows no less
      than RMB 37.5 million, 166,487 shares deposited in the escrow account will
      be released to the BVI Entity within two weeks of the issuance of such
      audit report. In the event that the audit report of the Target Company’s
      2010 net profit issued pursuant to the accounting principles of China
      shows less than RMB 37.5 million, 166,487 shares deposited in the escrow
      account will be returned back to CTFO within two weeks of the issuance of
      such audit report. The Transferors shall not have any claim or rights over
      such shares. 




	6.3 	
      If the audit report of the Target Company’s 2011 net
      profit issued pursuant to the accounting principles of China shows no less
      than RMB 46.88 million, 166,487 shares deposited in the escrow account
      will be released to the BVI Entity within two weeks of the issuance of
      such audit report. In the event that the audit report of the Target
      Company’s 2011 net profit issued pursuant to the accounting principles of
      China shows less than RMB 46.88 million, 166,487 shares deposited in the
      escrow account will be returned back to CTFO within two weeks of the
      issuance of such audit report. The Transferors shall not have any claim or
      rights over such shares. 

	 	
       
	6.4 	
      For the avoidance of doubt, the parties further
      confirm: the issuance of the financial results shall be no later than the
      date of required auditing date of the Target Company according to Chinese
      laws, regulations and accounting standards. 



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	6.5	
      The Transferors and the Transferee further confirm: if the
Transferors disagree with the audited financial results of the Target Company
issued by the certified public accounting firm hired by the Target Company, the
Transferors and the Transferee shall jointly hire an independent accounting firm
to audit the financial results of the Target Company in accordance with Chinese
accounting standards and of Article VIII of this Agreement. The audit report
issued by such independent accounting firm shall supersede the report issued by
the accounting firm hired by the Target Company. 


ARTICLE VII RESTRICTED SHARES  

	7.1 	
      The Transferee should ensure that the Transferors under
      this Agreement will legally hold CTFO shares. 

	  	
       

	7.2 	
      Since the effective date of this Agreement, the
      Transferors and the BVI Entity shall comply with the Insider Trading
      Policy of the Transferee and CTFO. 



ARTICLE VIII REVENUE RECOGNITION PRINCIPLE 

	8.1 	Commodity Marketing 


The Target Company has transferred the main risks and rewards
of commodity on ownership to purchasers. It does not either remain any
continuous management rights usually related to ownership of goods, nor the
effective control over the goods sold. Amounts of revenue can be reliably
measured. Related economic benefits are likely to flow into the enterprise. When
relevant cost occurred or being occurred can be reliably measured, recognition
of operating income can be achieved. 

	8.2 	Rendering of Services 


Recognition of revenue from rendering of services can be
achieved by using percentage of completion method, for results of services
rendered on the date of balance sheets can be reliably estimated. The progress
of the completion of rendering of services transactions can be determined
according to the actual situation by using any of the methods provided as below:


	
  Measurements of the work have been finished.
  

	
  The services already provided account for the proportion of the total
  services to be provided.
  

	
  The cost already occurred for the proportion of the total cost to be
  estimated. 



The total revenue of rendering of services can be determined in
accordance with payment from service receivers of contracts’ and agreements’
values received or receivable, except for the received or receivable contract or
agreement prices which
are not fair. The amount of revenue of current provision of services can be determined by total revenue of services rendered on the date of balance sheet timing completed process which should be decreased by the amount of revenue of rendered
services determined accumulatively before during the accounting period. 

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In case that results of services rendered can not be reliably estimated at the date of balance sheets, thereafter dealing respectively as bellow:      


The labors costs occurred are expected to receive compensation, the revenue of rendered services of which can thereafter be determined in accordance with the amount of service cost occurred, and also as the same amount of carry-over labor costs. 


The labor costs occurred are not expected to receive any compensation, which can thereafter be accounted as current profit and loss and revenue of rendered services can not be determined. 

	
8.3 		
Transferable Right to Use the Asset	



The associated economic benefits may flow into the enterprise, in case that the amount of revenue can be reliably measured, thereafter the revenue amount from transferring the right to use the asset can be determined as bellow: 


Interest income amount shall be determined by calculating the time when others use the corporate currency funds and the real interest rate.  


The amount of using fees shall be determined by calculating the charging times and methods stipulated in relevant contract or agreement. 

	
8.4 		
Construction Contracts	



If the outcome of a construction contract can be estimated reliably, enterprises can determine contract revenue and costs at the date of balance sheet according to the percentage of completion method. 


If the outcome of a construction contract can not be reliably estimated, they can be differentiated as the following circumstances: 


(1)	 In case that contract costs is recoverable, contract revenue can be determined in the accordance with the actual contract costs recoverable, contract costs should be recognized as an expense occurred in the current period. 


(2)	Contract costs which are not recoverable shall not immediately be determined as cost at the time when it occurs, which shall not be determined as income.  


6 






If the estimated total contract costs will exceed the estimated
total contract revenue, the expected loss would be immediately recognized as
current period costs. 

	8.5 	Settlement Accounts Receivables 


The Target Company in accordance with previous years the same
or similar, with similar credit risk characteristics of the receivables
portfolio (i.e, aging combination) based on the actual loss rate, according to
Chinese Accounting Standards actual situation of persons and companies to
determine the following receivables combination of the proportion of bad debt
provisioning: 


	
    Aging 
	
    Accruing proportion 

	
    Less than 1 year (including 1 year)
      
	
    0% 

	
    1-2 years (including 2 years) 
	
    5% 

	
    2-3 years (including 3 years) 
	
    10% 

	
    3-4 years (including 4 years) 
	
    30% 

	
    4-5 years (including 5 years) 
	
    50% 

	
    More than 5 years 
	
    100%








	8.6 	Exclusive of Income 
	 	 
		Determination of revenue committed as profits should not include any
      non-operational and non-repeatable income, such as income through mergers
      and acquisitions. 


ARTICLE IX TRANSFER PRICE PAYMENT 

	9.1 	CTFO agrees to issue 554,955 shares to the Transferors as the
      acquisition price for 7.1475 million shares of the Targeted Company.

	 	 
	9.2 	The BVI Entity shall provide power of attorney to the Transferee.
  
	 	 
	9.3 	Within 30 days after the date of this Agreement, CTFO shall issue the
      shares to the BVI Entity. 
	 	 
	9.4 	
    For the purpose of this Agreement and the transactions contemplated in
      this Agreement, each party shall bear its own risk of adverse tax
      consequences caused by this Agreement and the transactions contemplated in
      this Agreement and pay related taxes. 



7 






ARTICLE X REPRESENTATIONS AND WARRANTIES 



	10.1 	
      The Transferors make the following representations and
      warranties to the Transferee: 

	 	
       
	
       

		
      10.1.1 
	
      The Transferors have the power to sign this Agreement,
      and the Transferors have obtained all necessary authorization and
      completed internal approval procedures to execute this Agreement;
  

	 	
       
	
       

		
      10.1.2 
	
      The transfer of the Equity to the Transferee is in
      compliance with the relevant Chinese laws and regulations and does not
      violate any laws, regulations and relevant provisions of other government
      authorities, and does not violate any agreements signed with any third
      parties by the Transferors and the Target Company; 

	 	
       
	
       

		
      10.1.3 
	
      The Transferors have fulfilled all its obligations for
      the transfer of the Equity by the date of this Agreement. 

	 	
       
	
       

		
      10.1.4 
	
      from the date of this Agreement until the Closing Date,
      there is no and there will not be any form of security interests such as
      pledge or lien, or any claim of ownership or security interest by a third
      party over any rights of the Equity; 

	 	
       
	
       

		
      10.1.5 
	
      Pending the completion of equity transfer, unless the
      Transferee consents in writing in advance: 



a. The Target Company
shall maintain normal business activities; 

b. The Target
Company's assets and financial situation can not be materially changed 

c. The Target Company
does not allocate its investment income to the Transferee 

d. The Target Company
will not change its shareholding structure and articles of association 

e. The amount and
structure of the Target Company's assets are not undergone any material changes;
and 

f. the Transferors
will take best efforts to prevent the Target Company's operations from being
affected by any adverse impacts. 

	10.2	
The Transferee makes the following representations and
warranties to the Transferors:

    
	 	
       
	
       

	 	
      10.2.1	
      The Transferee has the power to execute this Agreement and has obtained
      all proper authorization and competed internal approval procedures to
      execute this Agreement;
	 	
       	
       
	 	
      10.2.2	
      The representative signing this
Agreement has been duly authorized and has the right to sign this Agreement on
behalf of the Transferee;
	 	
       	
       
	 	
      10.2.3	
      the Equity transferred from the Transferors in
accordance with this Agreement does not to violate any laws, regulations and
relevant rules from other government departments, or any agreements signed by the
Transferee with any other third parties; 


8 




	 	
       	
       
	 	
      10.2.4	
      to pay full price of the transfer of Equity to the
Transferors in accordance with the provisions of this Agreement.
	 	
       	
       
	 	
      10.2.5	
      to take all rights and obligations in connection with
the Equity upon the execution of this Agreement by the parties 
	 	
       	
       
	 	
      10.2.6	
      From the date of this Agreement to December 31, 2011,
the Transferee and its affiliates, and its respective shareholders meeting,
board of directors will not take any actions that may result in material adverse
impact on the operation of the Target Company.
	 	
       	
       
	 	
      10.2.7	
      The CTFO shares issued to the BVI Entity shall be
registered under the name of the BVI Entity.
	 	
       	
       


	10.3	
CTFO makes the following representation and warranty:  

    
	 	
       


	 	
      10.3.1	
      CTFO will issue the shares to the BVI Entity timely.
	 	
       	
       
	 	
      10.3.2	
      CFFO will ensure the rights of the BVI Entity as a
shareholder during the period that certain CTFO shares are held in escrow.


	 	
       
	10.4.	
      The BVI Entity Parties makes the representation and
warranty that its representative has received proper authorization to execute
this Agreement. 10.5. Parties to the Agreement guarantee mutually that all of
their respective representations and warranties made to each other are true and
complete without any false, misleading, or material omission. 



ARTICLE XI THE TRANSFERORS’ RIGHTS AND OBLIGATIONS 

	11.1 	
      The Transferors, in accordance with the provisions of
      this Agreement, are responsible for timely completion of all the
      examination and approval procedures required for the transfer of equity
      stipulated in this Agreement. The Transferor shall promptly notify the
      Transferee should there be any extension of that period. 

	 	
       

	11.2 	
      The Transferors, after the execution of this Agreement,
      shall show the Transferee, per the Transferee’s request, to access the
      legal documents, application files and other documents produced for the
      completion of the equity transfer under the provision of the Agreement and
      related matters. 

	 	
       

	11.3 	
      The Transferors shall request the Transferee to pay the
      consideration to the Transferors for the Equity in accordance with
      provision of this Agreement; 

	 	
       

	11.4 	
      In accordance with the Company Law and the procedures set
      forth in the articles of association of the Target Company, the Transferors
shall support and ensure the Transferee, after the Transferee has purchased the
Equity, to enjoy all the legal rights and interests of the Equity transferred as
a shareholder, provide reasonable assistance to the Transferee for its exercise
of these above-mentioned rights. The Transferors are responsible for the all
necessary registration for the Equity transfer. 



9 




	 	
       

	11.5	
      The Transferors make the representation and warranty to the Transferee
      that the execution and implementation of this Agreement shall not violate
      any Chinese laws, rules, and various effective regulations. The
      Transferors have not signed and will not sign any contracts or agreements
      or make any commitment or take any actions with any form that may limit or
      prohibit the Transferors from executing and implementing this Agreement.
	 	
       
	11.6	
      The Transferors have truthfully informed the Transferee of
the financial position, credit and debt situation of the Targeted Company.


ARTICLE XII THE TRANSFEREE’S RIGHTS AND OBLIGATIONS 

	12.1 	
      The Transferee has confirmed its consent pursuant to the
      terms and conditions stipulated in this Agreement and the Appendix to this
      Agreement to purchase the Equity , and pay the consideration in accordance
      with the terms and conditions stipulated in this Agreement and the
      provisions of the Appendix to this Agreement; 

	 	
       

	12.2 	
      The Transferee shall issue timely all documents and
      resolutions required by laws for the completion of the equity transfer in
      accordance with provisions of this Agreement; 

	 	
       

	12.3 	
      The Transferee, after the execution of this Agreement and
      the completion of the amendment to the industrial and business
      registration, shall, as a shareholder of the Target Company, receive all
      the rights and obligations stipulated in the articles of association of
      the Target Company. 

	 	
       

	12.4 	
      The Transferee, upon the request of the Transferors and
      the BVI Entity, provide all necessary assistances in connection with the
      CTFO shares. 

	 	
       

	12.5 	
      The Transferee makes the representation and warranty that
      the execution and implementation of this Agreement will not violate the
      Chinese laws, regulations, and otherwise effective rules. The Transferee
      shall refrain from requesting any actions from the Transferors that may
      violate Chinese laws, regulations, and otherwise effective rules.
  



ARTICLE XIII THE EFFECTIVE CONDITIONS OF THE AGREEMENT


	13.1 	
      Subject to the satisfaction of the following conditions,
      the agreement can be effectively signed by the parties: 



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	 	(1) 	
      The Agreement has formally been signed by the parties;
      

	 	 	
       

	 	(2) 	
      The board of directors of each of the Transferee and CTFO
      has already approved the execution and implementation of this Agreement.
      

	 	 	
       

	 	(3) 	
      The Transferors have provided the name of the BVI Entity
      and the power of attorney. 




	13.2 	
      After the execution of this Agreement, the parties shall
      act based on the principle of good faith and take their best efforts to
      complete, as soon as possible, any actions necessary to effectuate the
      transfer the Equity under this Agreement, including but not limited to the
      execution or cause any third person to execute any documents or
      application forms, or obtain any related approval, consent or permission,
      or complete any relevant filings or public announcement.




ARTICLE XIV CONFIDENTIALITY CLAUSE 

	14.1 	
      Parties of this Agreement should keep strictly
      confidential the confidential information such as information obtained
      from singing and implementing this Agreement, including but not limited to
      the provisions of this Agreement, and other confidential information on
      the negotiation of this Agreement, trade and operational secretes of
      either party of this Agreement, which shall not be disclosed to a third
      party without the consent of the other party (except for the information
      that is required to be disclosed by the Transferee, as a listed company,
      under applicable laws). 

	 	
       

	14.2 	
      Any party of this Agreement, who needs to disclose
      required by applicable laws, shall consult with the other party, before
      disclosing or submitting the information, by giving a reasonable notice,
      and if the other party requires, the party, who needs to needs to disclose
      and summit any of the abovementioned information, should, whenever
      possible, seek confidential treatment to the relevant information;
  

	 	
       

	14.3 	
      This Article shall survive and remain effective after the
      termination of this Agreement without any time limitation.
  



ARTICLE XV LIABILITY FOR BREACH 

	15.1 	
      In case that any party to this Agreement has any of the
      following circumstances occurs, the party constitutes a breach of this
      Agreement: 

	 	
       
	
       

		
      (1) 
	
      Violating any of obligation of the provisions of this
      Agreement, 

	 	
       
	
       

		
      (2) 
	
      Violating any commitment of the provisions of this
      Agreement; 

	 	
       
	
       

		
      (3) 
	
      Any statement or guarantee made in this Agreement is
      inconsistent with the facts or misleading (regardless in good faith or bad
      faith). 



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	15.2 	
      If the case of any of abovementioned violation of this
      Agreement occurs, the observant party has the right to request the
      defaulting party to take remedial actions within 30 days; if the
      defaulting party fails to make corrections within such period of time, the
      observant party has the right to terminate this Agreement and to claim
      damages against the defaulting party. 

	 	
       
	
       

	15.3 	
      Parties to this Agreement have mutual commitments that,
      without prejudice to any party to have the right to claim compensation
      from the defaulting party for breach of its commitments, guarantees and
      obligations set forth in this Agreement, the defaulting party shall, upon
      request by the observant party, pay damages to the observant party as
      follows: 

	 	
       
	
       

		
      (1) 
	
      A certain amount of money, so that the observant party
      could recover to the position before the defaulting party’s breach;
  

	 	
       
	
       

		
      (2) 
	
      Direct or indirect costs and expenses incurred by the
      observant party due to the defaulting party’s breach (including but not
      limited to, reasonable attorney’s fees, arbitration costs and litigation
      fees). 



ARTICLE XVI CHANGES AND TERMINATION OF THE AGREEMENT


	16.1 	
      This Agreement may be amended or terminated in a written
      instrument signed by the parties. If the provisions in the amendment are
      inconsistent with the provisions this Agreement, the provisions in the
      amendment shall prevail. 



ARTICLE XVII FORCE MAJEURE CLAUSE 


	17.1 	
      After the conclusion of this Agreement, force majeure
      such as earthquake, typhoon, flood, war, strike, the national trade policy
      adjustments, government action and other unforeseen and unavoidable acts,
      directly affects the performance of this Agreement or makes it unable to
      fulfill the conditions under this Agreement, the party that comes
      across force majeure, shall immediately notify the other party to the
      accident in writing; in accordance with the degree of influence of this
      Agreement caused by force majeure, the parties is to negotiate to lift, change or delay the implementation of this Agreement.
  




ARTICLE XVIII MISCELLANEOUS 

	18.1 	
    For the issues not covered in this Agreement, the parties agree to
      resolve in the form of supplemental agreements. Any supplemental agreement
      relating to this Agreement will become an integral part of this Agreement,
      and has the same legal effect with this Agreement. If any section, term or
      provision of this Agreement shall to any extent be held or determined to
      be invalid or unenforceable, the remaining sections, terms and provisions
      shall nevertheless continue in full force and effect. No waiver of any
      default with respect to any provision, condition or requirement of this Agreement
      shall be deemed to be a continuing waiver in the future or a waiver of any
      subsequent default or a waiver of any other provision, condition or
      requirement hereof, nor shall any delay or omission of any party to
      exercise any right hereunder in any manner impair the exercise of any such
      right. 



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	18.2 	
      The governing law of this Agreement is the laws of the
      People’s Republic of China. Regarding to all disputes under this
      Agreement, the parties should firstly resolve them through friendly
      consultation. If the parties fail to reach an agreement within five
      working days, any party shall be entitled to submit the dispute to Beijing
      Arbitration Commission for arbitration. The arbitration is carried out in
      accordance with its then applicable arbitration rules, and the arbitral
      award of which is final, binding on the parties. During the arbitration,
      in addition to matters in dispute submitted to arbitration, the parties
      shall continue to carry out other provisions under this Agreement.
  

	 	
       

	18.3 	
      Without the prior written consent of other party, neither
      party shall make dispose, or otherwise transfer, or purport to make
      disposition all of, or any of its rights, interests, responsibilities or
      obligations under this Agreement. 

	 	
       

	18.4 	
      This Agreement constitutes the entire presentation and
      agreement between the parties, and supersedes all or any previous oral or
      written presentation, warranties, understandings and agreements. The
      parties agree and confirm that unless the Transferors and the Transferee
      otherwise agreed or otherwise after the signing of this Agreement to
      agree, any statement, representation or warranty, being not specified in
      this Agreement, shall not constitute the basis of this Agreement, which,
      therefore, cannot be used to determine the rights and obligations of the
      parties or to construe the terms and conditions of this Agreement.
  

	 	
       

	18.5 	
      The notice required under this Agreement shall be made in
      writing in Chinese, and delivered by registered mail, fax or other
      electronic means of communication service. Notice is considered as
      delivered upon the arrival of the registered address of the recipient
      party. If sent by registered mail, the date of receipt on the return
      receipt by mail indicates the delivery date. While using fax to deliver
      the notice, the confirmation document printed by the fax machine is
      considered as the notice being delivered. 

	 	
       

	18.6 	
      This Agreement shall become effective upon the execution
      by the legal representatives from each party. 

	 	
       

	18.7 	
      This Agreement has twenty-four original copies, each of
      the Transferor shall hold one copy, the Transferee shall have three copies
      and CTFO has one copy; each copy has the same legal effect.
  



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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed. 

	
The Transferors:
	
	
Representative: /s/ Qu Shan , /s/ Wu Hai,
/s/ Mu Yingli
	
Date of Signature: March 22, 2010
	
	
 
	
	
The BVI Entity: LARGE CROWN HOLDINGS LIMITED
	
 
	
Representative:
	
	
 
	
/s/ Qu Shan , /s/ Wu Hai, /s/ Mu
Yingli
	
 
	
The Transferee: China TransInfo Technology Group Co., Ltd
	
	
Signature: /s/ Shudong Xia
	
	
Date of Signature: March 22, 2010
	
	
 
	
	
China TransInfo Technology Corp.
	
	
/s/ Shudong Xia
	
	
Date of Signature: March 22, 2010
	



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