Exhibit 10.4


 


Equity
Transfer Agreement


 





	Transferor:
    	SGB
    International Holdings Inc.	 	(Hereinafter
    referred to as “Party A”)
	 	 	 	 
	Address :		 	 	 	 
	 	 	 	 	 	 
	Legal
    Representative:	Shibi
    Chen	 	Position:	Director	 




 





	Transferee:	HQ
    Investments Limited	 	(Hereinafter
    referred to as “Party B”)
	 	 	 	 
	Address :	 	 	 	 	 
	 	 	 	 	 	 
	Legal
    Representative :	 	 	Position:	 	 




 





DRAGON
INTERNATIONAL RESOURCES GROUP CO., LIMITED was established on October 5, 2010 in Hong Kong and wholly owned by the Party A. The
total paid up value of shares issued was HK $ 10 million. Party A is willing to transfer its own 100% share equity to Party B,
and Party B is willing to undertake the share equity and the company's management. Both parties’ boards have to consider
the share equity transfer matters to consent a resolution. Party A's board of directors and shareholders agreed to give up the
preemptive rights. Now both parties in accordance with the provisions "of the HKSAR Basic Law", and by consensus, on
the transfer of ownership issues, agree as follows:


 


	1)	Consideration
    and Payment




 


		a)	CONSIDERATION



                                         Party A holds 100% stake in the company, the total purchase price for the transfer of
                                         share equities from the First Party A to Party B is ONE MILLION HONG KONG DOLLARS (HKD$
                                         1,000,000.00) (hereinafter referred to as the “Consideration”). 



 









    	 



    	 



    




	 	 	 
		b)	PAYMENT



                                         Party B shall, in accordance with the time schedule and the method(s) referred to below,
                                         pay Party A the Consideration: 



                                         Party B shall, after the completion of Equity Transfer in the Company within 7 working
                                         days by Cash or bank transfer, pay Party A ONE MILLION HONG KONG DOLLARS (HKD$1,000,000.00)



                                         1. After Party B paid the consideration, 2.both sides have completed the sale and purchase
                                         documents and payment of stamp duty, Party B has solely owned 100% stake of DRAGON INTERNATIONAL
                                         RESOURCES GROUP CO. 



 


	2)	Guarantee




 


Party
A hereby guarantees that it has all requisite power, authority and legal capacity to execute and deliver this Agreement, and the
equity interests is free from any lien or hypothec, and without any third party recourse. Otherwise, Party A shall bear all legal
liabilities herein arise.





 


	3)	Creditor
    and Debtor responsibilities:




 


Before
the parties have affixed their signatures on the Agreement, Party A shall inform all the debts before transfer the equity to Party
B. Party B reserve the right of claim if loss induced from the debts after becoming the sole shareholder of the company.


 






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	4)	Liability
                                         for Breach of Contract:



 


		a)	This
                                         Agreement shall become effective after Party A and Party B have affixed their signatures
                                         on it; both parties need to take their own responsibilities. If one of the parties fails
                                         to implement the provision of the agreement as that party shall be bear the legal liability.
	 	 	 
		b)	If
                                         Party B does not pay the Consideration within the stipulated time specified in Clause
                                         1, the Party B shall pay Party A a penalty sum of 1% of the assignment amount for each
                                         overdue day. The result of breach of contract caused the loss to Party A, Party B need
                                         to compensate the loss and the breach fine separately if the amount of the breach fine
                                         is lower than the actual loss.
	 	 	 
		c)	Due
                                         to the reason of Party A, Party B cannot finish the procedures of equity transfer on
                                         time, or affect Party B to achieve the purpose of entering into this agreement. Party
                                         A shall be paid the 1% breach fine as compensation to Party B. The result of breach the
                                         contract caused the loss to the Party B, Party A need to compensate the loss and the
                                         breach fine separately if the amount of the breach fine is lower than the actual loss.
	 	 	 
		d)	Party
                                         A agrees to keep all information, such as customer resources, business information, business
                                         channels, trade secrets and other matters, strictly confidential. Also Party A shall
                                         not disclose or provide any business information to any third parties in any way, and
                                         not use for self-service.



 






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	5)	Modification
    or rescission agreement:




 


Both
parties may change or terminate this agreement by consensus. Following consultations to change or terminate this agreement, the
two sides should further sign a modification or rescission agreement by the witness of a lawyer.


 


	6)	The
    burden of the costs:




 


Related
expenses incurred in the course of this equity transfer, including but not limited to witness, assessment or audit, change ownership
registration and other related costs, shall be absorbed by Party B.


 


	7)	Change
    the registration formalities:




 


Party
B shall bear all the related costs of the changes of share equity registration. Party A also responsible for assisting obligation
and completed it within two days.




Party A has to transfer all its technology, business, financial, material and other information to Party B within 14 days of the
date of signing the agreement.


 


	8)	Resolutions
    of Disputes




 


In
respect of any dispute, controversy or claim arising from the entering, validity, interpretation and undertaking of or related
to the Agreement (the “Dispute”), all parties shall settle the Disputes through friendly negotiation. Where a Dispute
has not been settled through friendly negotiation, it will through the legislation.


 


	9)	The
    entry into force




 


The
agreement signed by both parties, stamped and entered into force after the attorney witness. Date of entry into force of this
Agreement shall be the date of the transfer of ownership, the company can also changes the shareholders accordingly, and to register
the change with the registration authority.


 


	10)	Binding
    effect and other matters




 


This
Agreement shall be executed in both English and Chinese in four (4) originals respectively, and each party holds one copy, the
other copies shall be presented to the competent authorities for approval or record. All the copies have equal legal effect. Above
contract by the parties reviewed and verified, special signed and sealed to confirm its entry into force.


 






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IN WITHNESS WHEREOF the Parties hereto have caused their duly authorized representatives to execute this Agreement as at the first
date written above.


 


Accepted
and Agreed to,



 





	Transferor:	 	 	Transferee:	 
	 	 	 	 	 
		 	
	(signature
    and seal of the company)	 	(signature
    and seal of the company)
	 	 	 	 	       
	Name
    		 	Name
    	
	 	 	 	 	 
	Title
    		 	Title	
	 	 	 	 	
	Date
    		 	Date	




 


 


 


 


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