fs1a2ex10xx_soko.htm


    


     

    Exhibit
10.20

     

    


     

    Unofficial
English Translation

     

    Share
Transfer Agreement

     

    Transferor:
Shenyang Shengchao Management Consulting Co., Ltd (hereinafter referred as
“Party A”), Legal Representative: LI Jingfu; Legal Address: No. 96 Zhonghua
Road, Heping District, Shenyang City, China.

     

    Transferee:
Harbin Union Beauty Management Ltd. (hereinafter referred as “Party B”), Legal
Representative: LIU Tong; Legal Address: No. 386 Han Shui Road, Nangang Ji Zhong
District, Harbin Development Zone, China

     

    This
Agreement, dated as of March 1, 2008, is entered between Party A and Party B in
Shenyang.

     

    In
consideration that Party B agrees to acquire Party A’s 51% of equity interest of
JV Company, both parties, based on the principle of fairness and mutual benefits
after friendly negotiation, make the agreement as follows

     

    Clause one
Consideration for Equity Acquisition

     

    Party A
has agreed to transfer to Party B, and Party B has agreed to acquire from Party
A, 51 % equities of JV Company in consideration of RMB 12 million on the terms
and conditions as set forth herein. After the completion of the aforesaid
acquisition, Party B shall own 51 % equities of JV Company

     

    Clause two
Warranties

     

    Party A
represents and warrants that Party A owns of record and beneficially and has
good, valid and indefeasible right to dispose of the equities transferred to
Party B under Clause one of this Agreement. Party A further assures and warrants
that the equities to be transferred are free and clear of any and all pledge or
security interests and claims from third parties. Otherwise, Party A shall bear
any economic or legal liability arising from any breach of aforesaid
warranties.

     

    Party B
represents and warrants that Party B will pay Party A 100% of consideration set
forth in Clause one herein within 3 months following the effectiveness of this
Agreement.

     

    Clause three
Creditors’ rights and obligations

     

    
      	
               
      

            	
              1.
      Party B will be entitled to enjoy all profits and bear all risks and
      losses (including the creditors’ rights and obligation attributed to the
      equities before the transfer of equities) after the effectiveness of this
      Agreement.

            


    

     

    
 

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

     

    
      	
               
      

            	
              2.
      Party B shall assume the Company's liabilities and enjoy interests
      (including all interests incurred upon and after transfer) in proportion
      to its 51% ownership, after the effectiveness of this
      Agreement.

            


    

     

    Clause
4 Expense and
Cost

     

    Party B
have agreed to pay all expenses and costs in connection with the transaction
contemplated under this Agreement.

     

    Clause five
Default

     

    
      	
              1.  

            	
              Provided
      that any party to this agreement does not properly and fully perform the
      obligations under this Agreement, such party shall be liable for such
      breach. The breaching party shall compensate innocent party any loss and
      liability caused by such breach.

            


    

     

    
      	
              2.  

            	
              In
      the event that Party B does not pay consideration for the transfer of
      equities on time under this Agreement, it shall pay Party A liquidation
      damage in amount equivalent to 1% of unpaid consideration per
      day.

            


    

     

    Clause
six Amendment
and termination of this Agreement

     

    Either
party may amend or terminate this Agreement upon the occurrence of one of the
following situations. Both parties, however, have to sign a written agreement to
effect aforesaid amendment or termination of this Agreement.

     

    
      	
              1.  

            	
              Due
      to Act of God or any inevitable reason, without the default of any party,
      this Agreement can not be
performed;

            


    

     

    
      	
              2.  

            	
              Each
      party agrees to amend or terminate after consultation when the situation
      changes.

            


    

     

    Clause
seven Governing Law and Dispute
Resolution

     

    
      	
              1.  

            	
              This
      Agreement is governed and construed by the laws of
  China.

            


    

     

    
      	
              2.  

            	
              Any
      dispute arising from or in connection with this Agreement shall be settled
      by friendly consultation. If no settlement may be reached, such dispute
      shall be submitted to arbitration in China under the auspices of China
      International Economic and Trade Arbitration Commission (the “CIETAC”) in
      accordance with the prevailing arbitration rules of CIETAC. Any resulting
      arbitration award shall be final and conclusive and binding upon all the
      parties.

            


    

     

    Clause
eight Condition Precedent for
Effectiveness of this Agreement

     

    This
Agreement shall only take effective when both parties' representative and agent
sign or seal this Agreement and original approval authorities approve this
Agreement. Each party shall file the application with registration authorities
in 3 months to amend equity registration.

     

    Clause nine
Miscellaneous

     

    
      	
               
      

            	
              1.
      This Agreement shall be executed in 2 originals. Each of Party A and Party
      B holds one original .

            


    

     

    
 

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


     

     

    [Signature
Page]

     

     

    Party A:
Shenyang Shengchao Management Consulting Co., Ltd (Seal) Representative: LI
Jingfu (Signature)

     

    /s/: LI
Jingfu

     

     

    Party B:
Harbin Union Beauty Management Ltd (Seal) Representative: LIU Tong
(Signature)

     

    /s/:
LIU Tong

     

     

     

     

     

     

    3