exv4w85






Exhibit 4.85




[Translated from the original Chinese version]




SHENZHEN NEWLAND SECURITIES INVESTMENT AND ADVISORY CO., LTD.




SHARE TRANSFER AGREEMENT




SEPTEMBER 16, 2008




 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	1 DEFINITIONS AND INTERPRETATIONS	 	 	4	 
	 	1.1	 	 	Definitions
	 	 	4	 
	 	1.2	 	 	Interpretations
	 	 	7	 
	2 TRANSFER OF SHAREHOLDER’S EQUITY AND CONSIDERATION	 	 	8	 
	 	2.1	 	 	Transfer of Shareholder’s Equity
	 	 	8	 
	 	2.2	 	 	Consideration
	 	 	8	 
	3 REPRESENTATIONS AND WARRANTIES	 	 	8	 
	 	3.1	 	 	Transferors’ Representations and Warranties
	 	 	8	 
	 	3.2	 	 	Transferees’ Representations and Warranties
	 	 	9	 
	 	3.3	 	 	Liabilities
	 	 	9	 
	4 CLOSING CONDITIONS AND UNDERTAKINGS	 	 	9	 
	 	4.1	 	 	CLOSING CONDITIONS
	 	 	9	 
	 	4.2	 	 	Undertakings
	 	 	11	 
	5 POST-CLOSING WARRANTIES AND UNDERTAKINGS	 	 	11	 
	 	5.1	 	 	Post-Closing Warranties
	 	 	11	 
	 	5.2	 	 	Undertakings
	 	 	12	 
	6 CONFIDENTIALITY AND EXCLUSIVITY	 	 	12	 
	 	6.1	 	 	Confidentiality
	 	 	12	 
	 	6.2	 	 	Exclusivity
	 	 	13	 
	7 BREACH OF AGREEMENT	 	 	13	 
	 	7.1	 	 	General Provisions
	 	 	13	 
	 	7.2	 	 	Penalties for Transferors
	 	 	13	 
	8 TERMINATION OF AGREEMENT	 	 	13	 
	 	8.1	 	 	Termination of Agreement
	 	 	13	 
	 	8.2	 	 	Legal Effect of Termination
	 	 	14	 
	9 GOVERNING LAW AND DISPUTE RESOLUTION	 	 	14	 
	 	9.1	 	 	Governing Law
	 	 	14	 
	 	9.2	 	 	Dispute Resolution
	 	 	14	 
	10 FORCE MAJEURE	 	 	15	 
	 	10.1	 	 	Event of Force Majeure
	 	 	15	 
	 	10.2	 	 	Consequence of Force Majeure
	 	 	15	 
	 	10.3	 	 	Notice of Force Majeure
	 	 	15	 
	11 NOTICE	 	 	15	 
	12 MISCELLANEOUS PROVIONS	 	 	16	 
	 	12.1	 	 	Taxes and Fees
	 	 	16	 
	 	12.2	 	 	Entire Agreement
	 	 	16	 
	 	12.3	 	 	Amendment, Revision and Abandonment
	 	 	16	 
	 	12.4	 	 	Effectiveness
	 	 	16	 
	 	12.5	 	 	Counterpart
	 	 	16	 
	APPENDIX 1 TRANSFERORS’ REPRESENTATIONS AND WARRANTIES	 	 	18	 
	APPENDIX 2 TRANSFEREES’ REPRESENTATIONS AND WARRANTIES	 	 	25	 
	APPENDIX 3 DETAILED INFORMATION OF THE COMPANY	 	 	26	 
	APPENDIX 4 DISCLOSURE SCHEDULE	 	 	28	 
	APPENDIX 5 RESTRUCTURING PRIOR TO CLOSING	 	 	29	 
	APPENDIX 6 TERMINATION AGREEMENTS	 	 	30	 






 









 






SHARE TRANSFER AGREEMENT




          This SHARE TRANSER AGREEMENT (hereinafter referred to as the “Share Transfer
Agreement” or the “Agreement”) is entered into by the following parties on September 16, 2008 in
Beijing, the People’s Republic of China (hereinafter referred to as “PRC” or “China”):




          PARTY A: LINGHAI MA




          I.D. NO.: 210821197010201014




          Address: 10/F of Block 4, Saige Technology Park, Huaqiang North Road, Futian, Shenzhen,
Guangdong, PRC




          PARTY B: LIN YANG




          I.D. NO.: 371100197603010016




          Address: 9/F of Tower C, Corporate Square, No.35 Financial Street, Xicheng District, Beijing,
PRC




          PARTY C: SHENZHEN GUOXUAN CAPITAL HOLDING CO., LTD.




          Registered Address: Room 1603, 16/F, B Block, Changxing Mansion, Huaqiang North Road, Futian,
Shenzhen, Guangdong, PRC




          Legal Representative: BO LIU




          PARTY D: LABOR UNION COMMITTEE OF SHENZHEN NEWLAND SECURITIES INVESTMENT AND ADVISORY CO., LTD




          Registered Address: 21/F of Tower B, The Pavilion, No. 4002 Huaqiang North Road, Futian,
Shenzhen, Guangdong, PRC




          Legal Representative: QIN LI




          PARTY E: ZHAOWEN LI




          I.D. NO.: 440301194711195514




          Address: Suite 1-103 of Block 45, Lianhua 1 Village, Caitian Road, Futian, Shenzhen,
Guangdong, PRC




          PARTY F: SHIQIN WANG




          I.D. NO.: 440301195211234139




          Address: Room 305 of Block 7, Yitian Garden, Futian, Zhenzhen, Guangdong, PRC



WHEREAS:





	 	A.	 	Party C holds 77.5% of the shares of Shenzhen Newland Securities Investment and
Advisory Co., Ltd. (hereinafter referred to as “Newland” or the “Company”); Party D, Party
E and Party F hold 17.5%, 2.5% and 2.5% of the shares of the Company, respectively.
	 
	 	B.	 	The Company holds 90% of the shares of Shenzhen Stock Market Trend Analysis Magazine
Co., Ltd. (the “Stock Market Analysis”); the Institute of Shareholding Economy &
Securities Market of the China Development Academy (Shenzhen, China) holds 10% of the
shares of the Stock Market Analysis.
	 
	 	C.	 	Newland holds 100% of the ownership interests in Shenzhen Newland Securities
Investment Training Centre (the “Training Centre”).
	 
	 	D.	 	The Company holds 40% of the shares of Chongqing Newland Assets Management Co., Ltd.
(the “Chongqing Newland”).
	 
	 	E.	 	Upon the Closing of the Restructuring (as defined below) of the Company, the
transferees intend to purchase 100% of the shares of the Company.










 









 












	 	F.	 	The transferors agree to transfer 100% of the shares of the Company to the
transferees.




NOW THEREFORE, in accordance with the principle of equality and mutual benefit and after friendly
negotiation, the parties hereby enter into the following agreements with respect to the transfer of
the shares of the Company pursuant to the Company Law of the People’s Republic of China.




1 DEFINITIONS AND INTERPRETATIONS



1.1 Definitions



The following terms as used in this Agreement shall have the meanings set forth below unless
otherwise specified herein:





	 	(1)	 	“Agreement” refers to this Share Transfer Agreement.
	 
	 	(2)	 	“Transferors” refer to Party C, Party D, Party E and Party F, representing all
shareholders of the Company.
	 
	 	(3)	 	“Transferees” refer to Party A and Party B.
	 
	 	(4)	 	“Company” or “Newland” refers to Shenzhen Newland Securities Investment and Advisory
Co., Ltd., a limited liability company duly organized and validly existing under the PRC
law, with a registered capital of RMB 10,000,000.
	 
	 	(5)	 	“Training Centre” refers to Shenzhen Newland Securities Investment Training Centre, a
private non-enterprise entity (legal person) duly organized and validly existing under the
PRC law, with a registered capital of RMB 100,000.
	 
	 	(6)	 	“Institute” refers to the Institute of Shareholding Economy & Securities Market of
the China Development Academy (Shenzhen, China).
	 
	 	(7)	 	“Stock Market Analysis” refers to Shenzhen Stock Market Trend Analysis Magazine Co.,
Ltd., a limited liability company duly organized and validly existing under the PRC law,
with a registered capital of RMB 1,000,000.
	 
	 	(8)	 	“Chongqing Newland” refers to Chongqing Newland Assets Management Co., Ltd.
	 
	 	(9)	 	““Parties” refer to the signing parties of this Agreement and their successors,
transferees and authorized representatives; “Party” refers to any of the above mentioned
parties.
	 
	 	(10)	 	“Shareholder’s Equity” refers to stock right and shareholder credit that a
shareholder has on a company and other rights and interests thereon, including without
limitation shareholder’s right to share profits and the creditor’s right to claim for the
return of principal and interests.
	 
	 	(11)	 	“Consideration” shall have the meaning as set forth in Article 2.2 hereof.
	 
	 	(12)	 	“Advance Payment” shall have the meaning as set forth in Article 2.2 hereof.
	 
	 	(13)	 	“Transaction Deposit” shall have the meaning as set forth in Article 2.2 hereof.
	 
	 	(14)	 	“Closing Condition” shall have the meaning as set forth in Article 4.1 hereof.
	 
	 	(15)	 	“Undertaking” shall have the meaning as set forth in Article 4.2 hereof.
	 
	 	(16)	 	“Closing Date” shall have the meaning as set forth in Article 2.2 hereof.
	 
	 	(17)	 	“Pay Day for Transaction Deposit” shall have the meaning as set forth in Article 2.2
hereof.
	 
	 	(18)	 	“Effective Date” means the date on which this Agreement is signed and sealed by all
Parties, their legal representatives or duly authorized representatives.
	 
	 	(19)	 	“Contractual Obligations” means, with respect to a person, any and all provisions on
securities or bills issued by such person, or any and all provisions of the agreements,
commitments,




 









 






	 	 	 	contracts, licenses, debts, leases, covenants, guarantees, trusts, purchase orders,
undertakings or other contractual arrangements to which such person is one party or by
which such person’s property is bound.






	 	(20)	 	“Transaction Documents” refer to this Agreement and any other documents in connection
with the transaction contemplated hereunder.
	 
	 	(21)	 	“Former Contracts” shall have the meaning as provided in Article 4.1(6) hereof.
	 
	 	(22)	 	“Registered Trademarks” means the registered trademark  (Registration
No.:947892) and the registered trademark  (Registration No.:951808) owned by the
Company and granted by the Trademark Bureau of State Administration of Industry and
Commerce on February 21, 1997.
	 
	 	(23)	 	“Securities Consultancy License” means the qualification license of the Company for
securities investment consultancy business (no. ZX0078 of) issued by China Securities
Regulatory Commission on January 19, 2004.
	 
	 	(24)	 	“Non-Enterprise Registration Certificate” means the Non-Enterprise Entity
Registration Certificate (Legal Person) (Minzhengzi No. 010168) of the Company issued by
Shenzhen Municipal Civil Affair Department on May 15, 2008.
	 
	 	(25)	 	“License for Private School” means the License for Privately School (Jiaomin No.
4403007000073) of the Company issued by Shenzhen Municipal Education Bureau on July 1,
2007.
	 
	 	(26)	 	“Restructuring” means the restructuring prior to the Closing Date as described in
Appendix 5 hereof.
	 
	 	(27)	 	“Material” means that an event will be deemed as “material” if it will have an effect
on the Company’s business, assets (including non-fixed assets), liabilities, financial
condition, properties, operation results/projections to the extent that 5% or more of the
net profit or loss of the Company as of the Accounting Date will be affected.
	 
	 	(28)	 	“Material Adverse Effect” means that an event will be deemed to have a material
adverse effect if it have an effect on the Company’s business, assets (including non-fixed
assets), liabilities, financial condition, properties, operation results/future to the
extent that 5% or more of the net profit or loss of the Company as of the Accounting Date
will be affected.
	 
	 	(29)	 	“Confidential Information” shall have the meaning as set forth in Article 6.1 hereof.
	 
	 	(30)	 	“Control” (including controlling, being controlled or under common control) means a
relationship between two Entities wherein one Entity has the ability, through the
ownership of securities with voting rights, contract or otherwise, to manage the affairs
of, or to affect significantly the business decisions of the other Entity.
	 
	 	(31)	 	“Subsidiaries” means any entities or branches directly or indirectly controlled by
the Company;
	 
	 	(32)	 	“Entity” means any individual, company, organization, partnership, trust, association
(whether incorporated or not), equity joint venture, stock company, limited liability
company, governmental department or other type of entities or organizations, and their
successors (by merger or otherwise).
	 
	 	(33)	 	“Related Party” means, with respect to an Entity, another Entity which directly or
indirectly controls such Entity, or which is controlled by such Entity, or which is under
common control with such Entity.
	 
	 	(34)	 	“Related Person” means, (1) any shareholder of the Company and its Subsidiaries; (2)
any board member of the Company and its Subsidiaries; (3) any senior management staff of
the Company and its Subsidiaries; (4) immediate family of any 5% Shareholder or board
member of the Company and its Subsidiaries; and (5) any Entity in which any board member,
senior management or 5% Shareholder of the Company and its Subsidiaries has interests (not
including negatively holding less than 1% of stocks of a listed company).





 









 









	 	(35)	 	“Accounting Date” means the cutoff date on which the Transferors shall provide the
Transferees the latest financial statements pursuant to Article 7.1 of Appendix I hereof.
	 
	 	(36)	 	“Assets” means assets, rights and privileges of any nature, including without being
limited to the rights, intellectual properties and equipment with respect to the
contractual obligations.
	 
	 	(37)	 	“Share Capital” means all shares, interests, options, rights or other equivalents
with regard to any Entity (no matter in what name they are and whether they are granted
with voting rights), the share capital of such Entity (including but not limited to common
stock and preferred stock) and any right, guarantee or option which is traded or converted
to share capital.
	 
	 	(38)	 	“Contingent Obligations” means, with regard to any Entity, any direct or indirect
liabilities it assumes, whether it is contingent or not, based on the liability, lease,
stock interests, guarantee, letter of credit or other obligations (whether it is
contractual obligation or otherwise, i.e. “Major Obligations”) of another Entity (“Major
Obligator”), including: (a) purchase, repurchase or otherwise acquire such Major
Obligations or any properties which constitute direct or indirect guarantee, (b) pay in
advance or make any prepayment so as to (i) pay off or exempt from any of such Major
Obligations, or (ii) retain the Major Obligator’s working capital or stock capital, or
maintain the Major Obligator’s net value of capital, solvency, any item on balance sheet,
income level or financial conditions, (c) purchase property, securities or service mainly
to assure creditor the Major Obligator’s solvency to such Major Obligation, or (d)
guarantee or indemnify creditor of Major Obligation it will not be liable for loss and
non-performance of obligations.
	 
	 	 	 	The amount of any Continent Obligation shall be equivalent to the agreed or confirmed
amount of Major Obligation; if it is not agreed or confirmed, the amount of Continent
Obligation shall be equivalent to the maximum reasonably predictable liabilities for the
Major Obligation.
	 
	 	(39)	 	“Contractual Obligations” means, with respect to a person, any and all provisions on
securities or bills issued by such person, or any and all provisions of the agreements,
commitments, contracts, licenses, debts, leases, covenants, guarantees, trusts, purchase
orders, undertakings or other contractual arrangements to which such person is one party
or by which such person’s property is bound.
	 
	 	(40)	 	“Disclosure Schedule” means the disclosure checklist that the Transferors provide to
the Transferees, in the form and contents to the Transferees’ satisfactory.
	 
	 	(41)	 	“Financial Statements” shall have the meaning as set forth in Article 7.1 of Appendix
1 hereof.
	 
	 	(42)	 	“5% Shareholder” means any Entity that owns, holds or has interests in 5% or more of
the voting right to select the board members of another entity;
	 
	 	(43)	 	“Liabilities” means, with respect to any Entity, (a) such Entity’s debts arising out
of borrowing (including, without limitation, the repayment or other obligations in
connection with guaranteed securities, letters of credit and bank acceptance); (b) the
obligation to pay for any deferred properties or services, excluding the payable amount
and accountable commercial or transaction liabilities arising during normal business
activities; (c) the payment obligation for interest, bank note transactions, ceiling-floor
agreements, whether it is regular or contingent; (d) all debts in connection with the
conditional sales or other retained ownership agreements the Entity has entered into for
obtaining properties (even though the seller or lender’s rights or remedies under such
agreements in the event of a default will only be limited to repossession or resale of
such properties); (e) all obligations of such Entity under lease agreements that have been
or should be recorded as capital lease pursuant to international accounting standards; (f)
all liabilities of such Entity in connection with privileged security interests on the
properties or assets owned or controlled by the Entity (excluding the privilege enjoyed by
the lessors under lease arrangements other than those listed in above (e)), no matter
whether the secured debts have been undertaken by the Entity, or whether they can be
claimed against the Entity); and (g) any Contingent Obligations undertaken by such Entity.
	 
	 	(44)	 	“Litigation” means any lawsuit, case, proceeding, complaint, investigation, inquiry,
claim, prosecution, action, arbitration and administrative or criminal proceedings.





 









 









	 	(45)	 	“Intellectual Property” means (i) patents, trade marks, service marks, logos, get-up,
trade names, rights in design, inventions, copyrights (including rights in computer
software with respect to both object and source code) and moral rights, rights in data,
database rights, semi-conductor topography rights, utility models, rights in know-how,
rights in trade secrets, proprietary information and other proprietary materials and other
intellectual property rights, in each case whether registered or unregistered and
including applications and rights to apply for registration, (ii) all rights or forms of
protection having equivalent or similar effect or nature as or to those in paragraph (i)
of this definition which now or in the future may subsist anywhere in the world and (iii)
the right to sue for past, present or future infringement of any of the foregoing rights.
	 
	 	(46)	 	“Privileges” means trust, pledge, mortgage, transfer, encumbrance and right of
priority of any kind or nature.
	 
	 	(47)	 	“PRC” or “China” means the People’s Republic of China, for the purpose of this
Agreement, shall not include Hong Kong, Macao and Taiwan.
	 
	 	(48)	 	“Senior Management” means the managerial personnel of the Company and the Training
Centre;
	 
	 	(49)	 	“Law” means, with respect to any person, any law, decree, treaty, rule, regulation,
right, right of priority, qualification, license, privilege, decision of the arbitrator,
court, governmental authority or stock exchange that is applicable to or bound to such
person or his properties, or in connection with any or all transaction contemplated
hereunder.
	 
	 	(50)	 	“Governmental Authority” means any governmental authority of the People’s Republic of
China or any subdivision thereof, whether national, provincial, regional or local, and any
ministry, department, agency, entity or other body exercising executive, legislative,
regulatory or administrative functions of such government of the People’s Republic of
China or its subdivisions.
	 
	 	(51)	 	“Tax” means all forms of taxes whether levied by reference to income, profits, gains,
asset values or other reference and statutory, governmental or state impositions, duties,
contributions, rates and levies, imposed by PRC government and other governments with
jurisdictions and their local counterparts at municipal, regional or provincial level, by
way of a withholding or deduction for or on account of tax or otherwise, and all
penalties, charges, costs and interest relating thereto.





1.2 Interpretations





	 	(1)	 	The whereas clauses and the appendixes hereof are integral parts of this Agreement
and shall have the same effect as if they are put in the context of this Agreement. Any
reference to this Agreement shall be construed as a reference to the Agreement as
supplemented, amended and modified from time to time, and together with the whereas
clause, footnotes and appendixes thereof.
	 
	 	(2)	 	The word “Agreement” shall refer to the entire agreement rather than any clause,
appendix or part thereof. Unless otherwise indicated in the context, the clauses or
appendixes of this Agreement shall refer to the relevant clauses or appendixes thereof.
	 
	 	(3)	 	The headings of articles and appendixes herein are provided only for the purpose of
easy reference and shall in no event restrict or affect the interpretation of the terms
herein.
	 
	 	(4)	 	Any reference to law, regulations and regulatory documents in this Agreement shall be
construed as a reference to such law, regulations and regulatory documents as amended and
reenacted from time to time.
	 
	 	(5)	 	In the event that an act or measure should be taken within or after a period, when
calculating such period, the respective start date and end date shall not be counted in.
If the last day of such period falls into a non-business day, then the period shall expire
on the next following business day.
	 
	 	(6)	 	In the event that this Agreement expressly provides that a party should perform or
undertake any obligations hereof, such obligations shall be construed as all the rights
and control right (direct




 









 






	 	 	 	or indirect) to request such party to perform all it can do with respect to the matters
of other parties so as to ensure the performance of such obligations.





2 TRANSFER OF SHAREHOLDER’S EQUITY AND CONSIDERATION



2.1 Transfer of Shareholder’s Equity





	 	(1)	 	Restructuring




The Transferors agree to complete and cause the Company to complete all the Restructuring matters
as set forth in Appendix 5 hereof.





	 	(2)	 	Share Transfer




The Transferors hereby sell and transfer to the Transferees, and the Transferees hereby purchase
and accept from the Transferors 100% of the Shareholder’s Equity in the Company.



In particular, Party C, Party E and Party F will transfer 77.5%, 2.5% and 2.5% shares of the
Company to Party A respectively, and after the transfers, Party A will hold 82.5% shares of the
Company; Party D will transfer 17.5% shares of the Company to Party B, after the transfer, Party B
will hold 17.5% shares of the Company.




2.2 Consideration



Unless otherwise provided in this Agreement, the Parties agree the Consideration for the
Transaction contemplated hereunder shall be RMB 13,800,000 and be paid as follows:





	 	(1)	 	Deposit




Within three (3) working days after all Parties sign on this Agreement, the Transferees shall pay
RMB 500,000 to the bank account designated by the Transferors as the security for performance of
this Agreement (“Deposit”). Upon the Closing, the Deposit shall be set off against the
Consideration.





	 	(2)	 	Closing Date




As of September 20, 2008 or a later date agreed by all Parties (“Closing Date”), on the condition
that the Transferees have satisfied all Closing Conditions as prescribed in Article 4 hereof, the
Transferees shall pay RMB 12,500,000 in a lump sum to the bank account designated by the
Transferors.





	 	(3)	 	Earnest Money




The remaining amount (RMB 800,000) of the total Consideration shall be deemed as the transaction
deposit (“Transaction Deposit”), which shall be paid by the Transferees to the bank account
designated by the Transferors within five (5) working days (“Pay Day for Transaction Deposit”),
provided all Closing Conditions as prescribed in Article 4 hereof have been satisfied. Within one
(1) year from the Closing Date, if any or all of the circumstances as provided in Article 4.2
occur, which cause damages/losses to the Company, or the Company is requested to make any payment,
the Transferees shall be entitled to deduct the amount from the Transaction Deposit, and pay the
balance of Transaction Deposit to the bank account designated by the Transferors on the Pay Day for
Transaction Deposit.



Allocation of Consideration, Transaction Deposit or balance of Transaction Deposit among the
Transferors shall not concern the Transferees. Once the Transferees have made aforesaid payments,
they shall be regarded as having completely performed the obligation of paying consideration to the
Transferors.




3 REPRESENTATIONS AND WARRANTIES



3.1 Transferors’ Representations and Warranties



The Transferors hereby make irrevocable representations and warranties to the Transferees as
specified in Appendix 1 of this Agreement. The representations made by the Transferors are true,
accurate and complete as of the date of this Agreement and the relevant Closing Date (unless it is
expressly provided that a specific representation or warranty is only related to a specific date).
The Transferors acknowledge


 









 






that that Transferees agree to acquire the Shareholder’s Equity in the Company from the Transferors
based on such representations and warranties made by them.




3.2 Transferees’ Representations and Warranties



The Transferees hereby make irrevocable representations and warranties to the Transferors as
specified in Appendix 2 of this Agreement. The representations and warranties made by the
Transferees are true, accurate and complete as of the date of this Agreement and the relevant
Closing Date (unless it is expressly provided that a specific representation or warranty is only
related to a specific date). The Transferees acknowledge that that Transferors agree to transfer
the Shareholder’s Equity in the Company to the Transferees based on such representations and
warranties made by them.




3.3 Liabilities



If any of the representations or warranties made by the Transferors/Transferees are not true,
accurate or adequate, and as a result, the Transferees/Transferors suffer direct or indirect
losses, the Transferors/Transferees shall have joint compensation liability to the
Transferees/Transferors for any loss, damage, expense or adverse condition (which will not occur if
the relevant representation or warranty is true or accurate) in any kind suffered by the
Transferees/Transferors. Such compensation shall not affect the rights and remedies enjoyed by one
Party against such representation and warranty.




4 CLOSING CONDITIONS AND UNDERTAKINGS



4.1 CLOSING CONDITIONS



The Parties agree that Transferees’ payment of Consideration shall be subject to the satisfaction
of the following Closing Conditions (if a Closing Condition is waived by the Transferees in
writing, such Closing Condition shall be deemed as having been satisfied):





	 	(1)	 	Completion of Restructuring Prior to Closing




All the restructuring matters as set forth in Appendix 5 of this Agreement have been completed to
the satisfactory of the Transferees.





	 	(2)	 	Representations and Warranties




All the representations and warranties made by the Transferors are true, accurate and complete in
all material aspects as of the Closing Date (if, a specific representation or warranty is only made
with respect to a specific date, then such representation or warranty should be true, accurate and
complete as of such specific date).





	 	(3)	 	Due Diligence




The Transferees has completed the financial and legal due diligence investigation on the Company
and the Training Centre to their satisfaction.





	 	(4)	 	Internal Approval




The Company and the Training Centre have went through all necessary internal procedures for the
transaction contemplated hereunder, including without being limited to the shareholders’ resolution
and board resolution approving the transaction under this Agreement.





	 	(5)	 	Joint Authorization




The Parties jointly authorize the Company and the Training Centre to deal with relevant matters in
connection with the transaction contemplated hereunder, including engagement of agencies (if
necessary), application for government approval (if required) and change of industrial and
commercial registration, etc.





	 	(6)	 	Termination of Preceding Contract




The Company and the Training Centre should have disclosed to the Transferees all the contracts,
agreements, covenants and cooperation in any form, whether business or non-business, between them
and any other Entities (collectively the “Former Contracts”, including without being limited to
trademark


 









 






license agreements and the cooperation agreement between the Company and Shenzhen Zhengdun
Investment Co., Ltd.). The Company and the Training Centre should have terminated the performance
of aforesaid Former Contracts with the third parties, except the performance of a Former Contract
has been approved by the Transferees in writing. On the Closing Date, the Transferors should
provide the Transferees with relevant agreements regarding termination of Former Contracts.





	 	(7)	 	Termination of Business Cooperation




The Company and the Training Centre should have disclosed to the Transferees any of its cooperation
with any other Entities in business. Unless otherwise agreed by the Transferees in writing, the
Company should have terminated the cooperation with all Entities including the Transferors,
Chongqing Newland, Stock Market Analysis and their Related Parties in business (whether there is a
contract or not, including without limitation, ceasing to publish the “Newland 30 Index”, or to
make advertisement for Newland 2008 Securities Investment Manual, or to use the trademarks bearing
the word or logo of “Newland” on the magazine of Stock Market Analysis, www.newrd.cn or
www.oxnet.cn.) Upon the Closing, the Transferors should deliver to the Transferees the confirmation
letter in the form of Appendix 6 hereof regarding termination of cooperation agreements with the
aforesaid three parties and termination of business cooperation with other parties other than the
aforesaid three parties.





	 	(8)	 	No Trademark License




As of the Closing Date, the Company’s Registered Trademarks have not been licensed to third parties
and are free from bad record and defects in trademark registration and term extension.





	 	(9)	 	Valid Securities Consultancy License




As of the Closing Date, the Company legally owns and holds the Securities Consultancy License,
which is free from bad record.





	 	(10)	 	Valid Non-Enterprise Registration Certificate




As of the Closing Date, the Company legally owns and holds the Non-Enterprise Registration
Certificate, which is free from bad record.





	 	(11)	 	Valid License for Privately-Run School




As of the Closing Date, the Company legally owns the License for Privately School, which is free
from bad record.





	 	(12)	 	Completion of Registration





     (a) Change of Shareholders with CSRC


The Transferors should have cooperated with and assisted the Transferees in completing the
procedures for change of shareholders of the Company with Shenzhen CSRC.




     (b) Change of AIC Registration


The Transferors should have cooperated with and assisted the Transferees in completing the
procedures for change of shareholders of the Company and the Training Centre with Shenzhen AIC.




     (c) Change of Website and Domain Name


The Transferors should have cooperated with and assisted the Transferees in completing the
procedures for change of website and domain name of the Company and the Training Centre on the
License for Telecommunication and Message Service with the telecommunication administration
authority.




     (d) Change of Legal Representative of Training Centre


The Transferors should have cooperated with and assisted the Transferees in completing the
procedures for change of legal representative of the Training Centre with the department of civil
affair.





	 	(13)	 	Confirmation Letter





 









 







Upon the Closing, the Transferors should deliver a confirmation letter to the satisfaction of the
Transferees, confirming that the conditions as listed in Article 4.1 (7) (8) (10) (11) (14) (15)
(16) and (17) have been satisfied.





	 	(14)	 	Refund of RMB 600,000 Profit




In 2007, the Company adjusted the surplus reserve of RMB 600,000 (including the statutory surplus
reserve in an amount of RMB 290,000 and the optional surplus reserve in an amount of RMB 300,000)
to the item of undistributed profit and distributed it as profit. As of the Closing, the
Transferors should have refunded such distributed RMB 600,000 to the surplus reserve.





	 	(15)	 	No Material Adverse Change




As of the Closing Date, there is no material adverse change which would affect the performance of
this Agreement.





	 	(16)	 	No Material Decision




As of the Closing Date, there is no court judgment, administrative decision or provisions in the
Law that: (a) would prohibit or restrict any transaction contemplated hereunder; (b) would prohibit
or restrict the consummation of any transaction contemplated hereunder; (c) provides that the
consummation of transaction contemplated hereunder would cause the Company and/or the Transferors
and/or the Transferees to be imposed on material penalties or legal liabilities; or (iv) would
restrict the Company’s operation which constitutes a material adverse change.





	 	(17)	 	No Lawsuit




As of the Closing Date, there exists no decision made against the Company and/or the Transferors in
any litigation, arbitration or administrative proceeding that would (a) have a material adverse
effect on the performance of obligations under this Agreement or other Transaction Documents; or
(b) have a material adverse effect on the transaction contemplated hereunder.




4.2 Undertakings



The Parties agree that, the payment of Transaction Deposit (RMB 800,000) by the Transferees shall
be based on the condition that all the following undertakings have been fulfilled as of the first
anniversary of the Closing Date (if an undertaking is waived by the Transferees in writing, such
undertaking shall be deemed as being fulfilled):





	 	(1)	 	The Company has not been required to make up any arrear of payable tax




As indicated in the Company’s audit report of 2006, there is a difference of RMB 215,715.93 between
the payable tax amount and the record, resulting from the auditor’s adjustment on the accounts. The
Company has not processed the accounts. The tax authority has not recovered the arrear of payable
tax of the Company for aforesaid reason or any other reason.





	 	(2)	 	The Company has not been required to make up any contribution to social security
funds




The labor and social security bureau has not required the Company to make up its arrear of
contributions to social security funds (including but not limited to pension fund, medical
insurance, unemployment insurance, childbirth insurance and industrial injury insurance).




5 POST-CLOSING WARRANTIES AND UNDERTAKINGS



5.1 Post-Closing Warranties





	 	(1)	 	Without written consent of the Transferees, the Transferors and its Affiliated
Parties and Related Persons should not separately or collectively use any two of the three
Chinese characters  (including without being limited to their homophones and
counterparts in traditional Chinese) in their future business (including without being
limited to operation of Stock Market Analysis, the magazine of Stock Market Analysis and
the websites of www.newrd.cn and www.oxnet.cn) as name or logo. In particular, they cannot
use such Chinese characters in their




 









 






	 	 	 	trade name, trademark, patent, name of product, title of publication, name of project, name
of website and other propaganda method identifying the owner, or making the public believe
such business has any substantial relationship with the Company’s name “Newland” in any
other way.






	 	(2)	 	The Transferors agree to assist the Training Center to pass the annual inspection for
the Non-Enterprise Registration Certificate and the License for Privately School for the
year of 2008 after the Closing Date.
	 
	 	(3)	 	The Securities Consultant License should have passed the annual inspection for the
year of 2007 conducted by China Securities Regulatory Commission.
	 
	 	(4)	 	The Non-Enterprise Registration Certificate/License for Privately School should have
passed the annual inspection for the year of 2008 conducted by the Education Bureau/Civil
Affair Bureau.





5.2 Undertakings





	 	(1)	 	The Transferors shall undertake all liabilities for the damages/losses suffered by
the Transferees or their Related Parties due to the breach of the above listed warranties
by the Transferors or their Related Parties.
	 
	 	(2)	 	Unless otherwise agreed by the Parties, the Transferors shall undertake and indemnify
the Company from and against all liabilities and responsibilities with respect to the
Company, its shares and assets (including civil or administrative debts such as tax)
accrued prior to the Closing Date, or caused by facts or circumstances occurring prior to
the Closing Date, or caused by untrue, inaccurate and incomplete representations and
warranties.
	 
	 	(3)	 	Even though the Transaction Deposit has been paid, if the Company or its shares and
assets suffer losses due to any of the undertakings prescribed under above Article 4.2
after the Pay Day of Transaction Deposit, the Transferees shall have right to request the
Transferors to compensate the Company or the themselves for their actual losses.





6 CONFIDENTIALITY AND EXCLUSIVITY



6.1 Confidentiality



The Parties shall keep strict confidential of the transaction contemplated hereunder, the
Transaction Documents and any other private information (“Confidential Information’) in connection
with a party’s business and matters that other parties obtained during the process of doing the
transaction contemplated hereunder. The parties should not use the Confidential Information for
purposes other than the performance of this Agreement, and are prohibited from disclosing the
Confidential Information to any third party. Notwithstanding the foregoing, for the purpose of this
Agreement, the parties may disclose such Confidential Information to its employees, directors,
managerial officers, consultants, agents or other relevant persons and/or entities, provided they
have taken all reasonable measures to ensure that the persons and/or entities receiving such
Confidential Information are aware of its confidentiality and bound by this Section 6.1.



The confidentiality obligation provided in the preceding paragraph shall not apply to the following
information:





	 	(1)	 	The confidential information that should be reported and disclosed pursuant to Law,
listing regulations or the provisions of other judicial or administrative authorities;
	 
	 	(2)	 	The confidential information that is disclosed to a third entity/party with the
written consents of all parties. No news and public announcement with respect to the
transaction contemplated hereunder shall be published without prior written consents of
all parties, unless such public announcements are made pursuant to applicable law or
government requirements.
	 
	 	(3)	 	The information that has already been in the public domain at the time it is
disclosed (unless it entered the public domain due to any breach of the confidentiality
obligations hereunder);




 









 












	 	(4)	 	The information that has become known to the receiving party through other legal
channel other than the disclosing party;
	 
	 	(5)	 	The information that is independently developed by the receiving party;
	 
	 	(6)	 	The information that the receiving party obtained from a third party who does not
have the confidentiality obligation hereunder; and
	 
	 	(7)	 	The information that the receiving party is permitted by the disclosing party to
disclose.





6.2 Exclusivity



From execution of this Agreement till (a) the Closing Date or (b) the date when this Agreement is
terminated prior to the Closing Date, without the prior written consent of the Transferees, the
Transferors should not conduct negotiations or execute any letter of intent, agreement, contract,
memorandum or other legal documents with respect to the transfer of shares and major assets of the
Company and the Training Centre, except for the restructuring matters provided in Appendix 5 that
the Transferors shall proceed for the performance of this Agreement.




7 BREACH OF AGREEMENT



7.1 General Provisions



After this Agreement has been executed, a party shall be deemed to be in default if it fails to
fulfill its obligations hereunder pursuant to the provisions of this Agreement or breaches any of
its representations, warranties or undertakings hereunder. The party in default should compensate
other parties for their direct losses caused by such breach. Notwithstanding the foregoing, no
party shall be liable for any indirect losses of other parties caused by its breach of this
Agreement.




7.2 Penalties for Transferors



If due to any reason attributable to the Transferors or attributable to the activities of the
Company and its shareholders and the Training Centre prior to the Closing, any person claims for
liability and compensation against the Transferees and their Related Party, the employees,
directors, managements, counsels and/or agents of the Transferees and their Related Party
(collectively the “Indemnified Party”), the Transferors commit to assume joint liability for
indemnifying the Indemnified Parties from any compensation, loss and expenses. The term of such
Transferors’ joint liability shall be effective for three (3) years from the Closing Date.




8 TERMINATION OF AGREEMENT



8.1 Termination of Agreement





	 	(1)	 	Except under the circumstances provided in Article 8.1(2) hereof, after the execution
of this Agreement, no Party shall terminate this Agreement unilaterally without unanimous
written consent of all Parties.
	 
	 	(2)	 	The Agreement can be early terminated under the following circumstances:






	 	(a)	 	During the period between the execution of this Agreement and the Closing
Date, if there is any change or amendment to the applicable law and regulations, and
as a result of this, the content of this Agreement shall not comply with the
applicable law and regulations, and the parties fail to reach an agreement with
respect to revising this Agreement to make it in compliance with the new law and
regulations, the Transferees shall be entitled to terminate this Agreement
unilaterally. The Transferors should return the Deposit to the Transferees within five
(5) days after the receipt of termination notice from the Transferees.
	 
	 	(b)	 	During the period between the execution of this Agreement and the Closing
Date, if any event of Force Majeure occurs and as a result of this, this Agreement
cannot be enforced, or the Closing Conditions provided in Article 4 hereof cannot be
fully satisfied within one (1) month after the execution of this Agreement due to
occurrence of an Force Majeure event, the




 









 






	 	 	 	Transferees shall be entitled to terminate this Agreement unilaterally. The Transferors
should return the Deposit to the Transferees within five (5) days after receipt of
termination notice from the Transferees.






	 	(c)	 	If, due to the reasons attributable to the Transferees (except for Force
Majeure events provided in Article 10 hereof), the Transferors cannot fully satisfy
the Closing Conditions within one (1) month after the execution of this Agreement (or
an earlier date agreed by the Parties), the Transferors shall be entitled to terminate
this Agreement unilaterally without returning the Deposit to the Transferees. If, due
to the reason attributable to Transferors themselves (except for Force Majeure events
provided in Article 10 hereof), the Transferors cannot fully satisfy the Closing
Conditions within one (1) month after the execution of this Agreement (or an earlier
date agreed by the Parties), the Transferees shall be entitled to terminate this
Agreement unilaterally. The Transferors shall return double of the Deposit to the
Transferees within five (5) days upon receipt of termination notice from the
Transferees.
	 
	 	(d)	 	If, before the Closing Date, the Transferors breach their representations,
warranties or undertakings and such breach has Material Adverse Effect, the
Transferees shall be entitled to terminate this Agreement unilaterally. Transferors
shall return double of the Deposit to the Transferees within five (5) days upon
receipt of termination notice from the Transferees.





8.2 Legal Effect of Termination





	 	(1)	 	Once this Agreement is terminated, all Transaction Documents executed in accordance
with this Agreement shall be terminated simultaneously.
	 
	 	(2)	 	If this Agreement is terminated due to the breach of one party, such party shall
compensate the other non-breaching parties for all their direct losses in connection with
the performance of this Agreement in good faith.





9 GOVERNING LAW AND DISPUTE RESOLUTION



9.1 Governing Law



The execution, performance and interpretation of this Agreement shall be governed by the existing
law and regulations of the People’s Republic of China.




9.2 Dispute Resolution





	 	(1)	 	Any dispute or claim arising from or in connection with the interpretation, breach,
termination and effectiveness of this Agreement shall be settled through friendly
negotiation between the Parties first. When a dispute arises, one party shall initiate
negotiation immediately with the other parties upon receipt of the written request for
negotiation from such other parties. If the dispute cannot be settled within thirty (30)
days through negotiation, any party can submit the dispute to Beijing Arbitration
Committee for arbitration.
	 
	 	(2)	 	The dispute shall be submitted to Beijing Arbitration Commission for arbitration in
accordance with its arbitration rules then in effect. The arbitration tribunal shall
consist of three (3) arbitrators. The Transferors and the Transferees shall each appoint
one (1) arbitrator within thirty (30) days after submitting/receiving the arbitration
request. The Parties may choose arbitrators freely, without being limited by the list of
suggested arbitrators. The third arbitrator shall be designated by the Chairman of the
arbitration commission. In the event a party fails to appoint an arbitrator who accepts
the appointment within thirty (30) days after the first arbitrator has been appointed,
the Chairman of the arbitration commission shall designate one for such party.
	 
	 	(3)	 	Subject to the confidentiality clause hereunder, the Parties shall cooperate with
each other with respect to discovery and provide all information and documents required by
the other party in connection with the arbitration procedure.
	 
	 	(4)	 	The arbitration award shall be final and binding on all parties. Each party may apply
to competent court for enforcement of such arbitration award.




 









 











10 FORCE MAJEURE



10.1 Event of Force Majeure



“Force Majeure” shall mean any event that is unforeseeable, unavoidable and out of the control of a
party, including without being limited to the followings:





	 	(1)	 	war, blockage, embargo or government sanction that directly affects the transaction
contemplated hereunder;
	 
	 	(2)	 	civil disturbance that directly affects the transaction contemplated hereunder;
	 
	 	(3)	 	flood, hurricane, earthquake, explosion or other natural disasters that directly
affect the transaction contemplated hereunder; and
	 
	 	(4)	 	other Force Majeure events that all parties agree will directly affect the
transaction contemplated hereunder, including without being limited to the decision of
Government Authority with respect to the approval or registration of the transaction
contemplated hereunder.





10.2 Consequence of Force Majeure




A Party shall not be deemed to be in breach of this Agreement if it fails to perform any or all
part of its obligations hereunder due to the occurrence of a Force Majeure event, however, it
should take all necessary remedy measures to reduce the losses caused by such Force Majeure event,
if possible.



10.3 Notice of Force Majeure




The Party affected by an Force Majeure event should notify the other Parties in writing of the
occurrence of such Force Majeure event as soon as possible, and submit a report to the other
Parties specifying the obligations entirely or partially affected by such event and the proposed
extension for performance period within fifteen (15) days after the occurrence of such event.



11 NOTICE




If any notice with respect to a Party’s rights and obligations hereunder is delivered by email or
fax, the original hardcopy of such notice should be delivered by post at the same time to the
following addresses of the Parties.



To the Transferors:



Addressee: SHENZHEN GUOXUAN CAPITAL HOLDING CO., LTD.

Address: 16/F of Tower B, The Pavilion, No. 4002 Huaqiang North Road, Futian, Shenzhen,

Guangdong, PRC

Post Code: 518028

Telephone: 0755-82075113

Fax: 0755-82075139




To the Transferees:



Addressee: LINGHAI MA

Address: Mailbox 10#, 10/F of Block 4, Saige Technology Park, Huaqiang North Road, Futian,

Shenzhen, Guangdong, PRC

Post Code: 518028

Telephone: 0755-88394688

Fax: 0755-88394600




 









 








12 MISCELLANEOUS PROVIONS



12.1 Taxes and Fees





	 	(1)	 	The Parties shall undertake their respective expenses for the transaction
contemplated hereunder, including the expenses for drafting, executing, delivering and
performing this Agreement and relevant attorney fee, accounting fee, auditing fee and
other expenses. The notary expenses for this Agreement shall be jointly undertaken by the
Transferors and the Transferees.
	 
	 	(2)	 	The Parties shall undertake their own part of taxes accrued for the transaction
contemplated hereunder in accordance with Law.





12.2 Entire Agreement





	 	(1)	 	This Agreement and appendixes hereof shall constitute the entire agreement between
the Parties with respect to the subject of this Agreement, and shall supersede all oral or
written letters of intent, agreements, contracts, memorandums and correspondences the
Parties have made with respect to the subject of this Agreement.
	 
	 	(2)	 	The Parties may enter into a separate share transfer agreement in a simple form for
the purpose of registration with the administration of industry and commerce. The Parties
agree that even though the Parties have signed the share transfer agreement in simple
form, their rights and obligations with respect to the share transfer shall still be
subject to this Agreement. No party can resist the performance of this Agreement or try to
make this Agreement void based on the provisions of the share transfer agreement in simple
form.





12.3 Amendment, Revision and Abandonment



Subject to applicable Law, any amendment to or revision of this Agreement should be approved by the
Parties in writing. Waiver of any provision hereof should not be deemed to be waiver of other
provisions of this Agreement.




12.4 Effectiveness



This Agreement will take effect after being signed by the Parties, their legal representatives or
authorized representatives.




12.5 Counterpart



This Agreement shall be executed in seven (7) counterparts with the same legal effect. Each Party
shall hold one (1), and the rest will be kept by the Company.




[Signature Page Follows]




 









 








[Signature Page of the Agreement]



IN WITNESS THEREOF, the Parties hereby sign on this Agreement as of the date first written above.




	 	 	 	 	 
	PARTY A: LINGHAI MA

 	 	 
	Signature:  	 	 	 
	 	 	 	 
	 	 	 	 
	 
	PARTY B: LIN YANG

 	 	 
	Signature:  	 	 	 
	 	 	 	 
	 	 	 	 
	 
	PARTY C: SHENZHEN GUOXUAN CAPITAL HOLDING CO., LTD. (seal)

 
	Signature:  	 	 	 
	 	(Legal/Authorized Representative) 	 	 
	 	 	 	 
	 
	PARTY D: THE TRADE UNION OF SHENZHEN NEWLAND SECURITIES INVESTMENT ADVISORY CO., LTD (seal)

 
	Signature:  	 	 	 
	 	(Legal/Authorized Representative) 	 	 
	 	 	 	 
	 
	PARTY E: ZHAOWEN LI

 	 	 
	Signature: 	
 	 
	 	 	 
	 	 	 
	 
	PARTY F: SHIQIN WANG

 	 	 
	Signature:  	
 	 	 
	 	 	 	 
	 	 	 	 



 









 






	 	 	 	 	 



APPENDIX 1 TRANSFERORS’ REPRESENTATIONS AND WARRANTIES



Unless expressly specified or indicated in the context otherwise, any representation and warranty
with respect to the Company in this Appendix, in all applicable circumstances, shall also apply to
the Training Centre, the Subsidiaries of the Company and the Training Centre, and any company and
assets which are not owned by the Company as of the date of this Agreement, but will be owned by
the Company after the restructuring or prior to the Closing Date (including but not limited to the
Training Centre).




1. Company Matters





	 	1.1.	 	Duly established, good standing and qualification




The Company is a limited liability company/non-enterprise entity duly established and validly
existing under the PRC law, and with full qualification for its business and operation. It has all
rights to own and operate its assets and current business.





	 	1.2.	 	Articles of Association




The Company shall deliver to the Transferees a true and complete copy of its Articles of
Association, and shall comply with all legal and procedural requirements and other formalities in
relation to the articles and association, and the provisions of the articles of association in all
substantial prospects.





	 	1.3.	 	Capital of the Company




As of the date of the Agreement and the Closing Date, the descriptions on the shareholding
structure, capital and ownership status of the Company as indicated in Appendix 3 hereof are true,
accurate and complete.





	 	1.4.	 	Capital Contribution




Unless otherwise disclosed in this Agreement or the Disclosure Schedule, no Entity has obtained (i)
any share of the Company; or (ii) any option, guarantee, first refusal, right of preemption or
similar right, through acquisition or other means. There is no commitment, contract, agreement,
arrangement or understanding with respect to the offering of shares, stocks, valuable securities or
other securities of the Company. Unless otherwise disclosed in this Agreement or the Disclosure
Schedule, the Transferors have paid the Consideration for the Company’s shares. The registered
capital of the Company has been fully paid in and in line with all registration and qualification
requirements applicable to securities and the Company.





	 	1.5.	 	Deficiency in Capital Contribution and Substitute Holder




The Company and its Subsidiaries do not have any false capital contribution or unlawful withdrawal
of capital contribution; there is no substitute holder, trust or escrow existing on the shares of
the Company.





	 	1.6.	 	Certificates and Licenses




The Company has obtained relevant certificates and licenses for its operation, including without
limitation the following:





	 	1.6.1.	 	Business License (original & duplicate);
	 
	 	1.6.2.	 	Organization Code Certificate (original & duplicate);
	 
	 	1.6.3.	 	Tax Registration Certificate (original & duplicate);
	 
	 	1.6.4.	 	License for Value-added Telecommunication Business (No.: Yue B2-20080197);
	 
	 	1.6.5.	 	License for Telecommunication and Message Service;
	 
	 	1.6.6.	 	Securities Consultancy License (No.: zx0078) (Newland);
	 
	 	1.6.7.	 	Non-Enterprise Registration Certificate (Minzhengzi No.010168) (Training Centre);
	 
	 	1.6.8.	 	Trademark License (No.:947892 and No.:951808)(Newland);





 









 









	 	1.6.9.	 	License for Private School (Jiaomin No.4403007000073) (Training Centre);






	 	 	 	The above listed licenses and certificates are issued by competent governmental
authorities, and are true, lawful and complete.
	 
	 	1.7.	 	Free of Obstacles to Transfer




As of the Closing Date, the Company has not received any written notice from Government Authority
saying that any of its licenses/certificates is threatened to be revoked. There is no obstacle to
transfer the Shareholder’s Equity in the Company.




2. Transfer of Share





	 	2.1.	 	The Transferors legally hold 100% of the shares of the Company, which are free of
defects, pledge or guarantee, ownership dispute, encumbrance, restriction on the share
transfer contemplated herein. Unless otherwise disclosed in the Disclosure Schedule, at
the Closing Date, there should not be any Privilege on the Company’s shares transferred to
the Transferees.
	 
	 	2.2.	 	Newland legally holds 100% of the shares of the Training Centre, which are free of
defects, pledge or guarantee, ownership dispute, encumbrance, restriction on the share
transfer contemplated herein. Unless otherwise disclosed in the Disclosure Schedule, at
the Closing Date, there should not be any Privilege on the Training Centre’s shares held
by Newland.





3. Authorization





	 	3.1.	 	Authorization






	 	 	The Transferors shall have the full power and capacity to execute, deliver and perform this
Agreement and other Transaction Documents to which they are parties. The Company has taken or
will take all actions before the Closing Date to obtain the approval to the execution, delivery
and performance of this Agreement and other Transaction Documents






	 	3.2.	 	Enforcement






	 	 	After being executed, the Agreement and other Transaction Documents shall be legally binding
and enforceable on the Transferors.






	 	3.3.	 	Approval






	 	 	Unless otherwise disclosed in the Disclosure Schedule, the Transferors’ execution, delivery and
performance of this Agreement and other Transaction Documents or the consummation of the
transaction contemplated in the Agreement and other Transaction Documents on the date of this
Agreement shall not be subject to any consent, approval, order or authorization of the
Governmental Authority or any other responsible department, or any registration, qualification
verification, designation, report or filing for record with the foregoing responsible
department.






	 	3.4.	 	No Default






	 	 	The Transferors’ execution, delivery and performance of this Agreement and other Transaction
Documents have not:






	 	3.4.1.	 	violated any of their articles of association and other constitutional documents;
	 
	 	3.4.2.	 	caused their violation of any obligation under the agreement to which they are
parties, or by which their properties or assets are bound, or which accelerates the
performance of obligations;
	 
	 	3.4.3.	 	violated any applicable law, order, decree, injunction or judgment made by judicial
or governmental authority.






	 	3.5.	 	No Commission Fee






	 	 	Except as disclosed in the Disclosure Schedule, no person has the right to charge the
Transferors or the Company any commission fee, agency fee or handling fee with respect to this
Agreement, any Transaction Documents or provisions thereof.




 









 











4. Compliance with Law





	 	4.1.	 	Compliance with Law





The Company has been conducting its business and operations, in all material aspects, in full
compliance with all applicable law and regulations. Neither the Company nor its directors,
management staff and Senior Management have conducted any infringement or violation against the
law. With respect to the agreements to which the Company is a party or by which the Company is
bound, both the obligations under such agreements and the operation scheme of such agreements are
in compliance with law.




	 	4.2.	 	Approval, License and Permit





Unless otherwise disclosed in the Disclosure Schedule, the Company has obtained all necessary
permits, approvals, authorizations, certificates or licenses for carrying out its operation. The
Company has not violated or failed to perform any obligation prescribed by the foregoing permits,
approvals, authorizations, certificates or licenses. All the foregoing permits, approvals,
authorizations, certificates and licenses shall continue to be effective, without being affected by
the transaction contemplated herein.




	 	4.3.	 	Governmental Authority





Except as disclosed in the Disclosure Schedule, to the knowledge of the Company, none of the
following actions by any Government Authority or person have occurred:




	 	4.3.1.	 	Initiated any litigation or investigation proceedings, which restrict, prohibit or
otherwise encumber the acquirement of shares by the Transferees or any transaction
activities proposed by the Transaction Documents; or
	 
	 	4.3.2.	 	Proposed or enacted any law and regulations that may prohibit or restrict the current
business activities of the Company substantially. Based on reasonable judgment of the
Transferors and the Company, the information required by any Governmental Authority in
connection with the transaction contemplated under this Agreement is normal and not
beyond ordinary scope.





5. Assets





	 	5.1.	 	Ownership of Assets





Except as disclosed in the Disclosure Schedule, the assets listed in the financial statements and
the assets purchased by the Company since the Accounting Date (as defined below) belong to the
Company and without being subject to the Privileges, and all such assets are under the possession
or control of the Company. The Company owns all the assets needed by its current business
activities. The Company has provided all true and complete lease contracts with respect to
substantial assets and real properties leased by the Company. The Company shall have complied with
all provisions thereof.




	 	5.2.	 	Real Property Lease Document





All the lease documents and amendments and appendixes thereof provided by the Company are true and
reliable, and have been registered with relevant real estate authority.



6. Contract and Transaction





	 	6.1.	 	Material Contracts




Any contract to which the Company is a party or by which the Company is bound shall be deemed as
“Material Contract” if (i) it is signed not in the ordinary course of business; (ii) the total
payable or receivable amount under it is above RMB100,000; (iii) it is the Company or its
shareholders’ arrangement or agreement with the purpose to regulate, control or otherwise affect
the voting right, stock right or share equity interest; or (iv) to the reasonable judgment by the
Company, it has any other material impact on the Company. The Company has provided the Transferees
with all true and complete copies of the Material Contracts. The Company and other concerned
parties have not (to the knowledge of the Company) failed to perform, comply with or fulfill (or
constitute failure in performance and compliance after being notified or as the passing of time)
the Material Contracts. No party to such Material Contracts has expressed any intention to
terminate, cancel or breach the Material Contracts before their expiration. The Company or any
other Party, to the Company’s acknowledge, has duly authorized, executed and delivered all Material


 









 






Contracts to which it is a party, and every Material Contract shall be binding on the Company or
such Party and can be enforced against the Company and any other Party in accordance with the
provisions thereof, provided that such enforcement shall be subject to law and regulations: (i)
with respect to bankruptcy, insolvency, restructuring, delay in payment or similar which commonly
affect and are applicable to creditor’s right; and (ii) with respect to specific performance or
injunction remedies.





	 	6.2.	 	Performance




The Company reasonably expects that with respect to the Material Contracts to which the Company is
a party or which bind the Company, there is no obligation thereunder that cannot be performed
pursuant to their provisions (excluding the provisions that may cause Material Adverse Effect),
except for those disclosed in the Disclosure Schedule.





	 	6.3.	 	Related Transaction




Except for those disclosed in the Disclosure Schedule, there is no contractual obligation,
understanding or transaction between the Company and any of its Related Party or Related Person,
including provision of loan, guarantee or interests.





	 	6.4.	 	Authorization for Execution




Except for the authorization to its employees to sign the day-to-day contracts for performing their
duties, the Company has not provided any person with any power of attorney or other expressed,
implied or nominal authorization which permits such person to sign contract or promises such person
to conduct any act on behalf of the Company.




7. Financial Matters





	 	7.1.	 	Financial Statements




Prior to the Closing Date, the Company shall have delivered the financial statements for the year
of 2007 and the first seven months of 2008 (the cut-off date of the latest financial statements
shall be the “Accounting Date”) to the Transferees. Each of the financial statements shall be
prepared in accordance with the PRC GAAP, and shall completely, correctly and fairly present the
financial conditions, results of operation and turnover of funds of the Company for the periods and
as of the dates indicated thereon.





	 	7.2.	 	Special Financial Arrangement




Unless otherwise provided in the footnote of the financial statements, the Company has not made any
financing arrangement which is not required to be presented on the financial statements or any
arrangement out of “balance sheet”.





	 	7.3.	 	No Accelerated Loan




Except as disclosed in the Disclosure Schedule, prior to the expiration date of Liability in due
course or any stipulated expiration date, the Company does not have any due and payable Liability
or any Liability to be due and payable or probably to be alleged due and payable. The Company does
not receive any request or notice which requires it to repay any Liability prior to expiration date
in due course or any stipulated expiration date. To the Company’s acknowledge, there is no
existence of event or circumstance entitling any person to early repayment of Liability prior to
its expiration date in due course or stipulated expiration date, or that may terminate, cancel or
prevent the Company from receiving payment or otherwise exercise its rights in accordance with the
agreement related to such Liability (including but not limited to the transaction contemplated
hereunder).





	 	7.4.	 	Complete Financial Invoices and Vouchers




The Company shall undertake that all its financial invoices and vouchers are true and complete.




8. Tax





	 	8.1.	 	The Company has reported and paid all taxes in accordance with law and regulations.
There is no underpayment or default of payment and the Company has never been penalized by
tax authority.





9. Operation




 









 









	 	9.1.	 	Activities since the Accounting Date





Except as disclosed in the Disclosure Schedule and actions for the purpose of restructuring as
described in Appendix 5 hereof, there has not occurred any of the following events since the
Accounting Date:




	 	9.1.1.	 	Interruption or change in the nature, scope or pattern of the business which the
Company legally operates in ordinary course, as a result of which the Company cannot
maintain its continent operation;
	 
	 	9.1.2.	 	Any material change in the customer relationship, assets or liabilities of the Company
disclosed in the financial statements;
	 
	 	9.1.3.	 	The Company fails to pay any amount to its creditors in normal business activities;
	 
	 	9.1.4.	 	The Company fails to repay any fund partially or entirely (not including the debts to
bank);
	 
	 	9.1.5.	 	Except for ordinary business activities and the transaction contemplated hereunder,
the Company purchases, sells, transfers or allocates its assets;
	 
	 	9.1.6.	 	capital expenditure item or capital commitment in excess of RMB1,000,000;
	 
	 	9.1.7.	 	in order to increase the annual salary of its board members or Senior Management, the
Company pays them an amount or interest by means of salary, bonus, incentive fund or
similar in excess of the amount the Company paid them or distributed to them as of the
Accounting Date;
	 
	 	9.1.8.	 	The Company enters into or signs any new service agreement with an annual service fee
in excess of RMB 100,000, or makes any amendment to the service provisions applicable to
any management or Senior Management prior to the Closing Date without imposing any
contractual obligation on them;
	 
	 	9.1.9.	 	Any transaction or event that will (independently or collectively) increase the
Company’s (potential) tax liability, excluding income tax, sales tax or business tax
accrued from actual income, profits or sale revenue of the Company in ordinary business
transaction;
	 
	 	9.1.10.	 	Any damage, destruction or loss that may have Material Adverse Effect on the assets,
condition or the current or potential business of the Company and such damage,
destruction or loss is not covered by insurance;
	 
	 	9.1.11.	 	The Company gives up any valuable right, or entirely or partially gives up any
material credit right;
	 
	 	9.1.12.	 	Any substantial change or amendment to any Material Contract by which the Company is
bound;
	 
	 	9.1.13.	 	The Company announces or pays any dividend or make other allocation; or
	 
	 	9.1.14.	 	The Company enters into any agreement or covenant related to any of the preceding
items under this Article 9.1.






	 	9.2.	 	Insurance




The Disclosure Schedule shall disclose all important insurance policies hold by or issued to the
Company and the respective effective dates and insured amounts. All the insurance policies are
legal, enforceable and in full effect. Such insurance policies shall not be affected, terminated or
forfeited due to the transaction contemplated by this Agreement and other Transaction Documents.




10. Claims and Legal Proceeding





	 	10.1.	 	No Litigation




Except as disclosed in the Disclosure Schedule, neither the Company nor its Senior Management or
board members have been involved in any lawsuit. To the knowledge of the Company and the
Transferors, there is no pending lawsuit against the Company or any of its Senior Management or
board members.




 









 









	 	10.2.	 	Solvency




There exists no order or resolution that requires dissolution or liquidation of the Company.




11. Labor and Employment





	 	11.1.	 	Employee Benefit Plan




The Company has made full contribution to the social insurance fund and provident fund for all its
employees in accordance with law. Except the aforesaid social insurances and as disclosed in the
Disclosure Schedule, the Company has not maintained or made contribution to or had obligations
under any other employee benefit plan.





	 	11.2.	 	Labor Relationship




The Company has entered into labor contract, confidentiality agreement and non-competition
agreement with each of its employees in accordance with law, except that the Company will terminate
the labor contracts, confidentiality agreements and non-competition agreements with some employees
in order to meet the reorganization requirements as described in Appendix 5 hereof. All labor
contracts, confidentiality agreements and non-competition agreements comply with law and have been
duly performed by the parties. There is no dispute, arbitration, or litigation in connection with
such labor contracts, confidentiality agreements and non-competition agreements. Except as
disclosed in the Disclosure Schedule, to acknowledge of the Company and the Transferors, the Senior
Management of the Company have spent all or most of their working time on the business of the
Company.




12. Intellectual Property





	 	12.1.	 	Self-Owned Intellectual Property




The Disclosure Schedule lists all Intellectual Properties owned by the Company and all filing,
registration and application documents thereof. The Company is the owner or use right holder of all
Intellectual Properties. Except otherwise provided in the Disclosure Schedule, none of the
Intellectual Properties listed in the Disclosure Schedule is subject to any pending or potential
judgment, injunction, order, award, decree or other demand of any nature, and there exists no
pending or potential litigation, lawsuit, proceeding, hearing, investigation, charge, complaint,
claim or request that, to the Company’s knowledge, may affect the legality or enforceability of the
Intellectual Properties or the Company’s ownership or use right to the Intellectual Properties.





	 	12.2.	 	Licensed Intellectual Property




The Disclosure Schedule lists all Intellectual Property license, sublicense or distribution
agreements in which the Company is the licensor, licensee or distributor. The Company has
substantially and appropriately performed all its obligations under these agreements. Except those
listed in the Disclosed Schedule, there exists no other license with respect to the Intellectual
Properties listed in the Disclosure Schedule.





	 	12.3.	 	Infringement




Except as disclosed in Disclosure Schedule, the Intellectual Properties used, developed, sold,
licensed or otherwise applied by the Company, or to the Company’s knowledge, the Intellectual
Property provided, sold or licensed by any person to the Company do not infringe any intellectual
property owned by third parties. Except as disclosed in Disclosure Schedule, to the Company’s
knowledge, there is no infringement on any Intellectual Property of the Company by others. None of
the former or current employees of the Company has made any claim against the Company, alleging the
Company has used the intellectual properties owned by him/her. To the knowledge of the Company and
the Transferors, the Company’s employees severed as department manager or at above levels have
never violated the provisions under patent/invention disclosure agreement, or any provision under
labor contract or any other contract with respect to patent/invention disclosure.





	 	12.4.	 	IP-Related Dispute






 









 







Except as disclosed in Disclosure Schedule, to the knowledge of the Company, there is no pending or
potential litigation or dispute against the Company with respect to its use, sale or license of any
Intellectual Property.





	 	12.5.	 	Restrictions on Use of Intellectual Property





The Company does not need to use any intellectual property owned by its board members, senior
staff, and counsels (or persons that the Company intends to hire) in its business activities.
Except as disclosed in the Disclosure Schedule, to the Company’s knowledge, there is no other
developer, inventor or other contributor was using the Intellectual Properties with the permit of
Government Authority when the Company applied for or used the Intellectual Properties. The
Intellectual Properties are not subject to any labor contract, invention transfer agreement,
non-publication agreement or other contractual obligations signed by any person that may have
adverse impact on the Company’s Intellectual Properties.



13. Disclosure



     13.1. The representations, warranties and undertakings (oral or written) made by any of the
Transferors herein with respect to this Agreement, any Transaction Document or the transaction
contemplated thereof, or in any attachment, appendix, announcement or certification delivered to
the Transferees in accordance with this Agreement or any Transaction Document do not contain any
false information about substantial facts. There is no omission about any substantial fact in such
representations. Such representations are not misleading based on the specific conditions when they
are made.



 









 











APPENDIX 2 TRANSFEREES’ REPRESENTATIONS AND WARRANTIES



The terms in this Appendix 2 shall have the same meaning as used in the Agreement, unless otherwise
specified in the Agreement.





	1.	 	The Transferees warrant that they have full capacity and power to execute this Agreement and
other Transaction Documents;
	 
	2.	 	The Transferees warrant that the execution, delivery and performance of this Agreement and
other Transaction Documents do not violate any of their obligations under applicable law,
government order, decree, judgment and provisions.
	 
	3.	 	The Transferees have the power to execute and deliver this Agreement and other Transaction
Documents to which they are parties and to perform all obligations thereunder. After this
Agreement and other Transaction Documents have been executed, they shall be lawful, effective
and binding on the Transferees, and shall be enforceable against the Transferees, unless such
enforcement is subject to all applicable law and regulations with respect to insolvency, delay
in payment that commonly affect the creditor’s right or similar.
	 
	4.	 	Except for those disclosed to the Transferors in writing, the Transferees are not charged any
commission fee for brokerage or agent or other similar expenses and fees based on any
agreement, arrangement or understanding entered into by the Transferees or any of Transferees’
activities.










 









 







APPENDIX 3 DETAILED INFORMATION OF THE COMPANY





	1.	 	Shareholding Structure Prior to Closing











	1.1	 	Shenzhen Newland Securities Investment Advisory Co., Ltd.






	 	i.	 	Registered Address: Room 1603, 16/F, B Block, Changxing Mansion, Huaqiang North
Road, Futian, Shenzhen, Guangdong, PRC
	 
	 	ii.	 	Date of Establishment: January 16, 1992
	 
	 	iii.	 	Place of Incorporation: Shenzhen
	 
	 	iv.	 	Registered Capital: RMB 10,000,000
	 
	 	v.	 	Shareholders and their respective shareholding percentages as of the date of this
Agreement





	 	 	 	 	 
	Shareholder’s Name	 	Shareholding Percentage
	Party C
	 	 	77.5	%
	Party D
	 	 	17.5	%
	Party E
	 	 	2.5	%
	Party F
	 	 	2.5	%
	Total
	 	 	100	%







	1.2	 	Shenzhen Newland Securities Investment Training Centre






	 	i.	 	Registered Address: 16/F of Tower B, The Pavilion, No. 4002 Huaqiang North Road,
Futian, Shenzhen, Guangdong, PRC
	 
	 	ii.	 	Type: Private non-enterprise unit (Legal person)
	 
	 	iii.	 	Place of Incorporation: Shenzhen
	 
	 	iv.	 	Shareholder, amount of its capital contributions to the registered capital and
shareholding percentage as of the date of this Agreement





	 	 	 	 	 	 	 	 	 
	 	 	Amount of Capital	 	 
	Shareholder’s Name	 	Contribution	 	Shareholding Percentage
	Newland
	 	RMB 100,000	 	 	100	%






 









 







	1.3	 	Shenzhen Stock Market Trend Analysis Magazine Co., Ltd.






	 	i.	 	Registered Address: Room 1608, 16/F, B Block, Changxing Mansion, Huaqiang North
Road, Futian, Shenzhen, Guangdong, PRC
	 
	 	ii.	 	Date of Establishment: August 9, 2001
	 
	 	iii.	 	Place of Incorporation: Shenzhen
	 
	 	iv.	 	Registered Capital: RMB 1,000,000
	 
	 	v.	 	Shareholders, their contributions to the registered capital and shareholding
percentage as of the date of this Agreement





	 	 	 	 	 
	Shareholder’s Name	 	Shareholding Percentage
	Newland
	 	 	90	%
	Institute
	 	 	10	%
	Total
	 	 	100	%







	2.	 	Shareholding Structure after Closing










 









 








APPENDIX 4 DISCLOSURE SCHEDULE




 









 








APPENDIX 5 RESTRUCTURING PRIOR TO CLOSING



The following restructuring/reorganization matters should be completed prior to the Closing Date:




1. Shareholding Restructuring




     1.1. Shareholding Restructuring of Stock Market Analysis


Newland shall transfer the 90% shares it currently holds in the Stock Market Analysis to an Entity
other than the Training Centre, so that after such transfer, Newland will not directly or
indirectly hold any share of the Stock Market Analysis. The industrial and commercial registration
formalities for such share transfer should have been completed.




     1.2. Shareholding Restructuring of Chongqing Newland


Newland shall transfer the 40% shares it currently holds in Chongqing Newland to an Entity other
than the Training Centre, so that after such transfer, 1) Newland will not directly or indirectly
hold any share of Chongqing Newland; 2) Chongqing Newland shall not use any two of the three
Chinese characters, i.e.  (including without being limited to their homophones and
counterparts in traditional Chinese), separately or collectively, in its company name (including
without being limited to ). The industrial and commercial
registration formalities for such share transfer and change of name should have been completed.




2. Asset and Liability Reorganization




     2.1. Asset and Liability Reorganization of the Company


The Company shall split off all of its assets, credits and liabilities. After the split-off, the
retained cash assets on the accounts are estimated to be RMB 10,393,247.13 as of the Closing Date
(the value of assets shall be based on the actual amount taken over by the Transferees) which shall
be taken over by the Transferees. At the Closing, the Transferees shall pay the Transferors an
amount in RMB cash equivalent to the foregoing cash assets in addition to the RMB 13,800,000 as
provided by Article 2.2 of the Agreement, as part of the Consideration; such additional payment
shall be paid in the same way as described in Article 2.2(2). After the reorganization, the Company
shall only keep its Security Consultancy License, Trademarks, operative licenses and permits which
entitle the Company to carry on its business, and the aforesaid cash assets, and shall be free from
any liabilities.




     2.2. Asset and Liability Reorganization of the Training Centre


The Training Centre shall split off all assets, credits and liabilities. After the Reorganization,
the Training Centre shall only keep its Non-Enterprise Registration Certificate and operative
licenses and permits which enable the Training Centre to carry on its business.




3. Personnel Reorganization



The Company and the Training Centre shall have, to the Transferees’ satisfactory, terminate its
labor contracts with all employees (excluding those retained employees with the Transferees’
consent). The Transferees shall be released from and the Transferors shall be liable for any past,
ongoing or pending dispute between the Company and the Training Centre and their employees
(including those retained employees with the Transferees’ consent), including without limitation
disputes related to economic compensation, labor, social securities, housing fund, individual
income tax, etc.



If any past or ongoing dispute on the (due or undue) debts between the Company and the Training
Centre and their employee (including those retained employees with the Transferees’ consent) causes
any liability to the Company, the Training Centre or the Transferees after the Closing Date, Party
C shall undertake the liability, and Party D, Party E and Party F shall have joint liability.




 









 








APPENDIX 6 TERMINATION AGREEMENTS