Highland Ridge, Inc. - Exhibit 10.3 - Filed by newsfilecorp.com






Exhibit 10.3 

Equity Transfer Agreement 

Holder: Chun Lu (hereinafter “Party A”) 

ID Card No.: 330123197403015038 

Permanent Address: New Bridge Industrial Park, Jingyang, Jingde
Country, Anhui 

Tel.:0563-8023488 

 

Transferee: Tec Technology Ltd. (hereinafter “Party B”) 

Registered Address: 11th Floor International Center,
151 Gloucester Road, Wan Chai, HK 

Tel.: 00852-25832400 

Legal Representative: WONG HUA PENG PHILIP 

Title:       Director
              
Nationality:        Singapore 

The agreement was signed by Party A and Party B on the issue of
Anhui Tec Tower Ltd. (hereinafter “Tec Tower”) stock transfer on February 22,
2010 in Jingde Country, Anhui. 

Upon friendly consultation, equality and mutual benefit, Party
A and Party B enter into the agreements as follows: 

I Share Transfer Pricing and Payment 

(I )Party A agrees to transfer its holding 100% shares of Tec
Tower to Party B in the value of RMB 6,435,100 (or in the equivalent value by a
foreign currency with the exchange rate on the payment day); Party B agrees to
purchase the said shares in this price and amount, or make capital contribution
in an equivalent amount. 

(II) Party B agrees to pay Party A the above-mentioned amount
in one-time in full within 30 working days upon meeting the following
conditions: 

	1. 	
      Both parties have signed this agreement;

	 	 
	2. 	
      This equity transfer agreement has been approved by the
      relevant business departments of the People's Republic of China.

	 	 
	3. 	
      The local Industrial and commercial administrative
      department where Tec Tower is administered has finished changing business
      registration procedures.







II Guarantee 

Party A should guarantee that the transferred shares to Party B
is Party A’s true assets in Tec Tower. Party A enjoys the right of legal share
ownership and the right of complete disposition. Party A shall ensure no
mortgage, pledge or guarantee of the transferred shares. After the transfer,
Party A’s original rights and obligations based on the said shares will transfer
to Party B along. 

III Profit and Loss Sharing 

Party A agrees to assist Party B to handle shareholding change
in registration after the signing of this agreement. Since the procedures of
share ownership change has finished, Party B shall become the shareholder of Tec
Tower, sharing the loss and profit according to the proportion of investments
and articles of association. 

IV Expenses and Procedure Handling 

Party B shall bear all the costs relating to share transfer
under this agreement. 

V Contract Change and Termination 

This agreement may be changed or terminated, but must be signed
by both parties in writing, in the cases of: 

	1. 	
      Unfulfillment of this agreement due to force majeure or
      external factors which can not be prevented with no fault of any
    party;

	 	 
	2. 	
      Loss of ability of one party to the actual
      performance;

	 	 
	3. 	
      that one party has seriously affected the economic
      interests of the observant party, which leads to fulfill this agreement
      unnecessarily;

	 	 
	4. 	
      that both parties consent to the change or termination of
      this agreement upon negotiation because of circumstance
  changes.



VI Settlement of Disputes 

	1. 	
      The disputes related with the validity, performance,
      breach and discharge of this agreement should be settled through friendly
      consultations by both parties.

	 	 
	2. 	
      In case the agreement cannot be reached, any party may
      summit the dispute to the court that has the jurisdiction over the
      matter.



VII Effectiveness of Contract 

The contract will come into force after signed and sealed by
both parties and ratified by the related business departments of the People's
Republic of China. 




VIII Supplementary Articles 

The contract is in sextuplicate. Party A and Party B each holds
one copy hereof, Tec Tower files one copy, and the others will be submitted to
the commercial department and industry and commerce administration authorities.
All of the copies are considered as originals and of the same effect. 

 

	Party A (Authorized Signature):
    	
    /s/ Lu Chun        
    

	 	
          Lu
    Chun

		
    

	 	
     

	Party B (Stamp): 
    	
    TEC Technology Limited

	 	
     

	Legal Representative (Signature):
    	
    /s/ Wong Hua Peng Philip        
    

	 	
         
    Wong Hua Peng Philip