English Translation of Equity Transfer Contract dated as of July 29, 2007



 Exhibit 10.15 
 English Translation 
 Equity Transfer Contract 
 Regarding Beijing Chosen Technology Co., Ltd. 
 Between 
 Worksoft Creative Software Technology Ltd. 
 AND 
 Li Gang, Liu Tong and Huang Bin 







 Contents 
  

			
	Article 1 Definitions	  	5
		
	Article 2 Equity Transfer	  	6
		
	Article 3 Consideration of Equity Transfer and Payment	  	7
		
	Article 4 Representations and Warranties	  	8
		
	Article 5 Closing	  	8
		
	Article 6 Further Undertakings	  	10
		
	Article 7 Rights of Each Party	  	11
		
	Article 8 Confidentiality	  	11
		
	Article 9 Notice	  	12
		
	Article 10 Defaulting Liabilities	  	13
		
	Article 11 Expenses and Taxes	  	13
		
	Article 12 Dispute Resolution	  	13
		
	Article 13 Applicable Law	  	13
		
	Article 14 Language	  	14
		
	Article 15 Entire Contract	  	14
		
	Article 16 Effectiveness	  	14
		
	Annex 1 Company Information	  	15
		
	Annex 2 Conditions Precedent for the Closing	  	16
		
	Annex 3 Representations and Warranties	  	18








 THIS EQUITY TRANSFER CONTRACT (“this Contract”) is entered into by and between the following parties as of
July 29, 2007: 
  

	(1)	Worksoft Creative Software Technology Ltd., a limited liability company incorporated under the laws of the People’s Republic of China, whose registered address is 3F, No.8
Building, Zhongguancun Software Park, 8 Dongbeiwang West Road, Haidian District, Beijing(hereinafter referred to as “Party A”); and 

  

	(2)	Li Gang, a citizen of the People’s Republic of China, whose address is Room 905, No. 8 Building, Wanke Xinyuan, Yangshan Rd., Chaoyang District, Beijing, P.R.C
(hereinafter referred to as “Party B”). 

  

	(3)	Liu Tong, a citizen of the People’s Republic of China, whose address is Room 101, Unit 2, No. 16 Building, Shanshuilanwei, Laiguangying, Chaoyang District, Beijing, P.R.C.
(hereinafter referred to as “Party C”); and 

  

	(4)	Huang Bin, a citizen of the People’s Republic of China, whose address is No. 19, Unit 2, No. 8 Building, No. 30, West Fangcaoer Rd., Hi-Tech Zone, Chengdu,
P.R.C. (hereinafter referred to as “Party D”). 

 Party B, Party C and Party D are collectively referred to the
“Transferor”. 
 Party A and the Transferor are hereinafter collectively referred to “each party” and individually a
“Party”. 
 WHEREAS, 
  

	(A)	The Transferor holds 100% equity interest of Beijing Chosen Technology Co., Ltd. (hereafter “the Company”) (the details of the Company as of the execution date of this
Contract are set forth in Annex 1 attached hereto); 

  

	(B)	Subject to the terms and conditions of this Contract, the Transferor agrees to transfer to Party A 100% equity interest of the Company (“Target Equity”), and Party A
agrees, subject to the terms and conditions hereof, to purchase from the Transferor the Target Equity (“Equity Transfer”); 

  

	(C)	Party A and the third party designated by Party A have completed due diligence on the Company. 

 NOW, THEREFORE, Party A and the Transferor, through friendly negotiations, hereby agree as follows: 
 Article 1 Definitions 
  

	1.1	Whenever used in this Contract, the following terms shall have the following meanings, unless otherwise specifically specified herein or the context otherwise requires:


 “Closing” means the definition set forth in Annex 2 hereto. 
 “Closing Date” means the date when all the equity transfer conditions as set forth in Annex 2 are fulfilled and shareholder change is completed,
or another date as otherwise agreed upon by each party. 







 “Security Interest” means any mortgage, claim, equity interest, lien, option, pledge, security
interest, right of priority, right of acquisition, right of detention, retention of title, right of setoff, counter claim, trust arrangement or other types of similar encumbrances (including those relating to use, voting, transfer, obtaining of
income or exercising of other owner’s equity). 
 “Due Diligence” means the comprehensive due diligence performed by Party A
and the third party designated by Party A with respect to the Company. 
 “Confidential Information” means any and all oral and
written information relating to or associated with the business operation, business strategy, business plan, investment plan, sales, customers, marketing, technology, research and development, financial or other issues of each party, including, but
not limited to, all the reports and records containing such information and all copies (including electronic ones), duplicates, reproductions and translations thereof. For the purpose of this Contract, Confidential Information shall also include
this Contract and the Closing under this Contract. Neither party shall disclose related information to any third party other than each party and the companies delegated by them. 
 “Conditions” means the conditions precedent for the Closing as listed in Annex 2. 
 “Workday” means the date except Saturday or Sunday or public holidays in China. 
 “Equity Transfer Price” means the total amount payable by Party A to the Transferor due to acquiring the Target Equity. 
 “Renminbi” or “RMB” means the lawful currency of China. 
 “Registration Authorities” means the State Administration for Industry and Commerce (SAIC)or other administration for industry and commerce designated by SAIC in charge of registration of this contract and
transaction contemplated herein. 
 “Target Equity” means all equity of the Company held by the Transferor, representing 100%
capital contributions made by the Transferor to the Company (totaling RMB 1 million), along with the represented title, rights and interests (including any retaining earnings of the Company), i.e. the Target Equity of the Equity Transfer.

  

	1.2	Unless otherwise specifically specified herein or the context otherwise requires: 

  

	1.2.1	The contract, agreement or document as mentioned herein shall mean this Contract, agreement or document as may be amended, supplemented or replaced from time to tome;


  

	1.2.2	Any person mentioned in this Contract or other contract, agreement or document shall include the successor and permitted assignee of such person; 

  

	1.2.3	The provisions or annexes as mentioned herein shall mean the provisions of or annexes to this Contract. 








 Article 2 Equity Transfer 
  

	2.1	Subject to the conditions of Annex 2 attached hereto, the Transferor agrees to transfer to Party A, and Party A agrees to accept from the Transferor, the Target Equity of the
Company. Such Target Equity shall be free and clear of any security interest. 

  

	2.2	Prior to the Equity Transfer, the equity structure of the Company is as follows: 

  

						
	 Shareholder’s name
	  	Capital contribution	  	Percentage	 
	 Party B
	  	RMB 333,300	  	33.33	%
	 Party C
	  	RMB 333,400	  	33.33	%
	 Party D
	  	RMB 333,300	  	33.33	%
	 Total
	  	RMB 1,000,000	  	100	%

  

	2.3	After the Equity Transfer, the equity structure of the Company is as follows: 

  

						
	 Shareholder’s name
	  	Capital contribution	  	Percentage	 
	 Party A
	  	RMB 1,000,000	  	100	%
	 Total
	  	RMB 1,000,000	  	100	%

 Article 3 Consideration of Equity Transfer and Payment 
  

	3.1	Each party agrees that the Equity Transfer Price under this Contract is denominated in RMB. The Equity Transfer Price to be paid by Party A is RMB 1,200,000, RMB400,000 of which
shall be paid by Party A to Party B, RMB400,000 of which shall be paid by Party A to Party C and RMB400,000 of which shall be paid by Party A to Party D. 

  

	3.2	Subject to the fulfillment of the Closing, Party A shall, within 10 workdays after the Closing Date, pay the Equity Transfer Price to the Transferor in the way jointly designated by
Party B, Party C and Party D. 








 Article 4 Representations and Warranties 
  

	4.1	Each party hereby represents and warrants to the other parties that: 

  

	4.1.1	With respect to Party A, it is a company duly incorporated and existing under Chinese laws and regulations, complies with the conditions/requirements of Chinese laws and regulations
and has performed related approval/registration procedures; 

  

	4.1.2	It has the right, authority and power to execute and perform this Contract; and 

  

	4.1.3	The execution and performance of this Contract have been duly authorized by corporate action on its part. Once executed, this Contract constitutes a legal, valid and binding
obligation enforceable against such party in accordance with its provisions. 

  

	4.2	The Transferor further makes the representations and warranties as listed in Annex 3 below to Party A. 

  

	4.3	Except as otherwise expressly provided herein, each party warrants that each of its representations and warranties is true, accurate and complete as of the execution date of this
Contract and the Closing Date and is not misleading to the other party. 

  

	4.4	Where any representation or warranty made by either party under this Contract is false or erroneous, or such representation or warranty is not performed in an appropriate and timely
manner, such party shall be deemed to violate such representation or warranty. Besides the other obligations under this Contract, such party shall also indemnify the non-defaulting party from and against any and all losses, damages, expenses
(including, but not limited to, reasonable attorney’s fee) and liabilities caused by or arising out of such default, unless the defaulting party can prove that it is not made aware of the situation as of the execution date of this Contract and
has no intentional act or gross negligence. 

  

	4.5	Before the Closing is completed: 

  

	4.5.1	If either party knows that any of its representations and warranties under this Contract is untrue, inaccurate and incomplete or is misleading to the other party, it shall forthwith
inform the other party in writing; 

  

	4.5.2	The party violating any of its representations and warranties shall promptly take measures to cure such violation. Where such violation is not cured within 20 days of giving the
written notice as stated in Article 4.5.1 hereof, each party shall negotiate in good faith to seek a mutually acceptable resolution; and 

  

	4.5.3	In the event that the violation hereof is still not cured within 20 days after the good faith negotiation as stated in Article 4.5.2 hereof begins, and each party fails to
reach a resolution, the non-violating party may continue the Closing or terminate this Contract at its own discretion. If the Closing continues, the violating party shall not be exempt from the defaulting liabilities as specified in Article
4.4 above. Any such termination shall not affect the rights and obligations under this Contract already possibly accrued up to the date of termination. 








 Article 5 Closing 
  


	5.1	Closing is subject to the fulfillment of the conditions as listed in Annex 2. 

  

	5.2	Each party shall make all reasonable efforts to cause all the conditions for the Closing to be fulfilled. In case any condition is still not fulfilled within one month after the
execution date of this Contract, each party shall immediately negotiate to seek a mutually acceptable resolution. If no resolution is reached within two months after the execution date of this Contract: 

  

	5.2.1	This Contract shall be terminated upon expiry of such two-month period, unless otherwise agreed upon by each party in writing. Such termination shall not affect the rights and
obligations of each party under this Contract already possibly accrued up to the date of termination; and 

  

	5.2.2	Each party shall take all necessary or appropriate actions to reposition it as before the execution of this Contract, including, without limitation, applying to related Chinese
Registration Authorities for cancellation of any registration as may have been made in relation to the transactions contemplated by this Contract or any other registration for the same purpose. 

  

	5.3	Each party shall be entitled to give a written notice to the other party to, in whole or in part, waive any or all conditions precedent that need to be fulfilled by the other party.


  

	5.4	The Closing of the Equity Transfer shall be made in Beijing as of the Closing Date. At Closing, the Transferor shall deliver to Party A the copies of the documents affixed with
official seal and proving that the registration of the equity transfer hereunder and the relevant alteration of the Company have been handled with the Registration Authorities, and shall also present originals. 

  

	5.5	Should any of the following cases occur, the defaulting party shall indemnify the non-defaulting party from and against any and all claims, expenses, costs, losses and liabilities,
directly or indirectly, caused by or arising from such default: 

  

	5.5.1	The Transferor does not perform or fails to timely perform its obligations under Article 5.1 above and as a result, the Closing of the Equity Transfer cannot be completed;


  

	5.5.2	Party A fails to pay the Equity Transfer Price to the Transferor at the time as specified in Article 3. 

  

	5.6	Except the situation as set forth in Article 5.2, where the Closing fails to begin within 10 workdays after the execution date of this Contract for any reason not
attributable to each party, each party shall forthwith negotiate to seek a mutually acceptable resolution. If no resolution is reached within 20 workdays after the execution date of this Contract: 

  

	5.6.1	This Contract shall be terminated upon expiry of such 20-workday period, unless otherwise agreed upon by each party in writing. Such termination shall not affect the rights and
obligations of the party under this Contract already possibly accrued up to the date of termination; and 

  

	5.6.2	Each party shall take all necessary or appropriate actions to reposition it as before the execution of this Contract, including, without limitation, applying to related Chinese
Registration Authorities for cancellation of any registration as may have been made in relation to the transactions contemplated by this Contract or any other registration for the same purpose. 








 Article 6 Further Undertakings 
  

	6.1	Each party shall further execute such documents and do such acts as may be reasonably requisite for the full implementation of this Contract. 

  

	6.2	The Transferor shall not do or permit the Company to do any thing that is likely to have a material adverse impact on Target Equity and/or the Company during the period from the
execution date of this Contract to the Closing Date. The Transferor undertakes that except with Party A’s prior written consent: 

  

	6.2.1	The Company will be engaged in its normal and customary business activities. Except the payments for its normal and customary businesses, the Company will not make (or agree to
make) any other unnecessary payment. Notwithstanding the foregoing provision, the Company shall not make any single cash payment exceeding RMB 100,000 or cash payments cumulatively exceeding RMB 300,000, regardless of normal and customary
businesses; 

  

	6.2.2	The Company will take all reasonable procedures to maintain and protect its assets and try its best to retain existing management and core technicians and to maintain its
relationship with customers, suppliers and other third parties so that its goodwill and prospect of continued operations are not damaged; 

  

	6.2.3	By giving a prior written notice during normal working hours, Party A’s representative is entitled to obtain and copy the Company’s financial statements;


  

	6.2.4	The Transferor has no actions or inactions that constitute or result in the violation of its representations and warranties; 

  

	6.2.5	In the event that the fact serving as the basis for its representations and warranties under this Contract changes and has a material adverse impact on the Closing under this
Contract, it will keep Party A informed of such fact as early as possible; 

  

	6.2.6	The Company will not declare to distribute, pay or prepare payment of dividends or other profits; 

  

	6.2.7	The capital of the Company will not be increased or the Company will not agree to such capital increase; 

  

	6.2.8	Except the loans disclosed in Annex 4 hereto by the Company to Party A, the Company will not accept any loan or provide any borrowing; 

  

	6.2.9	Except as otherwise specified in laws, regulations and rules, the Company will not change the employment terms with its employees (including management personnel) in a manner that
the total staff costs of the Company for the current year will increase; 

  

	6.2.10	The Company will not make any warranty to the Transferor; 

  

	6.2.11	The Transferor will not do any act that is inconsistent with the provisions of this Contract or the result of the transactions contemplated by this Contract;










	6.2.12	The Transferor and/or the Company shall inform Party A in writing of all the events or acts unrelated to the daily operations of the Company, including, but not limited to
(supplements, if needed, are to be agreed upon by each party in writing): 

  

	 	1)	Equity restructuring of the Company, amendment of the articles of association of the Company or other change of industrial and commercial registrations of the Company. The
Transferor shall disclose the transaction terms relating to the equity restructuring of the Company to Party A; 

  

	 	2)	The Company signs an agreement relating to intellectual property rights with any third party, regardless of whether the ownership of its intellectual property rights is changed
(including, but not limited to, transfer, donation, etc), others are licensed to use its proprietary intellectual property rights or the Company uses the intellectual property rights of others. 

  

	6.3	Party A undertakes to pay the Equity Transfer Price on time. 

  

	6.4	The Transferor further undertakes that prior to the Closing Date, each of the Transferor shall respectively sign the Labor Contract and Confidentiality and Non-competition Agreement
with the Company in the same form and contents as set forth in Annex 5. 

 Article 7 Rights of Each Party 
  

	7.1	If any of the following facts, matters or events is known to Party A at any time before the Closing, Party A may inform the Transferor and/or the Company in writing before the
Closing and terminate this Contract without undertaking any liability; the defaulting party shall also undertake the defaulting liabilities as set forth in Article 10 below: 

  

	7.1.1	The act of the Transferor and/or the Company materially violates this Contract and as a result, Party A cannot fulfill equity purchase; 

  

	7.1.2	There exists or occurs any matter violating any representation or warranty and such violation has a material adverse impact on the Company and the Closing under this Contract;


  

	7.1.3	There occurs anything that has or is likely to have a material adverse impact on the business, financial position or prospect of the Company. 

  

	7.2	If any of the following facts, matters or events is known to the Transferor at any time before the Closing, the Transferor may inform Party A in writing before the Closing to
terminate this Contract without undertaking any liability; 

  

	7.2.1	Party A’s act materially violates this Contract and as a result, the Transferor cannot obtain the Equity Transfer Price; 

  

	7.2.2	There occurs anything that has or is likely to have a material adverse impact on the business, financial position or prospect of Party A. 

 Article 8 Confidentiality 
  

	8.1	Each party (“Receiving Party”) shall keep in confidence the confidential information obtained from the other party and shall not use such information for any other purpose
than as specified herein or disclose such information to any third party. Notwithstanding the foregoing provision, such confidentiality obligation shall not apply to the information which: 

  

	8.1.1	is or becomes public knowledge through no fault of the Receiving Party or its representative, agent, supplier or subcontractor; 









	8.1.2	is lawfully received by the Receiving Party from a third party without a duty of confidentiality or any use limitation; or 

  

	8.1.3	is already possessed by the Receiving Party in writing without any use or disclosure limitation, and is not obtained from the other party for the purpose of this Contract.


  

	8.2	Notwithstanding the above provisions, the Receiving Party may disclose confidential information to its or Company’s employees, directors and consultants to the extent being
reasonably necessary for the purpose of this Contract. The Receiving Party shall ensure that such employees, directors and consultants know and comply with the confidentiality obligations in this Article. Subject to the requirement of law or court
of competent jurisdiction or supervisory department, the Receiving Party may disclose confidential information, provided, however, that the Receiving Party shall, to the extent being permitted by relevant laws and regulations, take all permitted
measures to cause such confidential information to be treated in confidence. 

  

	8.3	The Receiving Party shall not make copies of any received confidential information in any physical, written or electronic way . 

 Article 9 Notice 
  

	9.1	Any notice required to be made pursuant to this Contract shall be in writing and sent to the fax number or address designated by the addressee by fax or registered mail. The notice
so given shall be deemed to be received: 

  

	 9.1.1
	 If by fax, at the twelfth (12th) hour after sending; and 


  

	 9.1.2
	 If by registered mail, on the third (3rd) day after posting. 


  

	9.2	Any written notice required to be made by Party A pursuant to the provisions of Article 9.1 above shall be sent to the following fax number or address of the Transferor:


  

			
	Party B:	  	Fax number: 010-6297-6226
		
		  	Address: Rm.309, Block D, Jiahua Center, No. 9 Shangdisan Road, Haidian District, Beijing
		
	Party C:	  	Fax number: 010-6297-6226
		
		  	Address: Rm.309, Block D, Jiahua Center, No. 9 Shangdisan Road, Haidian District, Beijing
		
	Party D:	  	Fax number: 010-6297-6226
		
		  	Address: Rm.309, Block D, Jiahua Center, No. 9 Shangdisan Road, Haidian District, Beijing









	9.3	Any written notice required to be made by Transferor pursuant to the provisions of Article 9.1 above shall be sent to the following fax number or address of Party A:


 Fax Number: 010-8282-5058 
 Address: 3F, No.8 Building, Zhongguancun Software Park, Haidian District, Beijing 
 Attn.: Zhou Ying

 Article 10 Defaulting Liabilities 
  

	10.1	In the event that either party defaults under any provision of this Contract, it shall indemnify the non-defaulting party from and against any and all claims, expenses, costs,
losses and liabilities, directly or indirectly, caused by or arising from such default. Where defaulting party is a party in Transferor and/or the Company, Transferor shall undertake the joint and several responsibility for such indemnification.


  

	10.2	Without prejudice to any other provision in this Article 10, where either party fails to perform any of its obligations under this Contract, besides any other right and remedy under
this Contract, the other party shall be entitled to request the defaulting party to perform such obligation. Each party expressly waives the defense regarding the sufficiency of liquidated damages. 

  

	10.4	Without prejudice to any other provision in this Article 10, where any party in Transferor fails to transfer the equity to Party A in full conformity with the terms and
conditions of this Contract, Party A shall be entitled to unilaterally terminate this Contract based on such material default and request such Party to compensate the losses, damages and costs (including, but not limited to, reasonable
attorney’s fee) relating to Equity Transfer caused to Party A prior to such termination. 

 Article 11 Expenses and
Taxes 
  

	11.1	Each party shall itself bear all its negotiation and implementation expenses in connection with this Contract (including its annexes) and other final agreements as well as purchase,
such as, without limitation, legal, accounting, financial, consulting and other related expenses. 

  

	11.2	Each party shall itself bear any tax as may be levied on it in connection with the Equity Transfer under this Contract. Each party shall itself pay the stamp tax with respect to the
original of this Contract held by it. 

 Article 12 Dispute Resolution 
 Any dispute arising from or in connection with this Contract, including any question regarding the validity or existence of this Contract, shall be resolved by each
party in good faith through negotiations. In case no resolution can be reached within 30 days after a party gives a written notice requesting a resolution through negotiations, either party may refer such dispute to Beijing Arbitration Commission
for arbitration in Beijing in accordance with its arbitration rules then in effect. Arbitral award shall be final and binding upon each party. 







 Article 13 Applicable Law 
 This Contract shall be governed by and construed in accordance with the laws of the People’s Republic of China. 
 Article 14 Language 
 This Contract is executed in eight originals in Chinese, with each original to be held by Party A, Party B, Party C
and Party D, and the remaining originals to be used to handle all necessary alteration registrations with related Registration Authorities. 
 Article 15 Entire Contract 
 This Contract, including its schedules, annexes and appendixes attached hereto, constitutes the entire contract
among each party with respect to the subject matter hereof and substitutes and replaces any and all prior contracts, whether written or oral, among each party with respect to the subject matter hereof. 
 Article 16 Effectiveness 
 This Contract shall come
into force after it is executed and sealed by each party or their duly authorized representatives. 
 IN WITNESS WHEREOF, each party hereto has executed this
Contract as of the date first above written. 







 Annex 1 Company Information 
 A. The Company 

			
	 1. Company name
	  	Beijing Chosen Technology Co., Ltd.
	 2. Legal address
	  	Rm.336-1, Block B, No. 28 Xinjiekou Wai Avenue, Xi Cheng District, Beijing (De Sheng Park)
	 3. Date of incorporation
	  	April 13, 2006
	 4. Place of incorporation
	  	Beijing, China
	 5. Business
	  	Business which is prohibited as prescribed by laws, administrative regulations and decisions of the State Council shall not be operated; Business which shall be permitted as prescribed by
laws, administrative regulations and decisions of the State Council may be operated upon approval from competent authorities and registering with Administration for Industry and Commerce; Business which has no need to be permitted as prescribed by
laws, administrative regulations and decisions of the State Council may be operated base on its own discretion.
	 6. Legal representative
	  	Liu Tong
	 7. Director
	  	Liu Tong
	 8. Registered capital
	  	RMB 1,000,000
	 9. Shareholders
	  	 (1) Li Gang: a capital contribution of RMB 333,300, accounting for 33.33% of registered capital;
 (2) Liu Tong: a capital contribution of RMB 333,400, accounting for 33.34% of registered capital;
 (3) Huang Bin: a capital contribution of RMB 333,300, accounting for 33.33% of registered capital

	 10. Auditor
	  	No
	 11. Ending date of fiscal year
	  	December 31
	 12. Duration
	  	From April 13, 2006 to April 12, 2026








 Annex 2 Conditions Precedent for the Closing 
  

	1.	The Closing of the Equity Transfer is subject to the fulfillment of all the following conditions or a written waiver of them by relevant party: 

  

	1.1	Party A shall: 

  

	(1)	Have obtained the resolution adopted by Party A’s board of directors on approving the Equity Transfer; 

  

	(2)	Have executed the articles of association of the Company in the format as stated in Schedule of Annex 2 as well as any and all legal documents as necessary for the completion
of the Equity Transfer. 

  

	1.2	Transferor and the Company shall ensure that: 

  

	(1)	The representations and warranties made by the Transferor in Article 4 and Annex 3 herein shall be true, accurate and have no misleading as of the execution date of
the Contract until the closing date; 

  

	(2)	The shareholders’ meeting of the Company has adopted a resolution on approving the Equity Transfer and amendment of articles of association; 

  

	(3)	The other legal documents required under this Contract or necessary for the completion of the Equity Transfer have been duly executed by the Transferor; 

  

	(4)	The industrial and commercial alteration registrations of the equity and other changes of the Company have been handled with the competent administration for industry and commerce
and Party A has been registered as the sole shareholder of the Company, holding 100% equity in the Company; 

  

	(5)	The directors and legal representative formerly appointed by Transferor have resigned from the Company and confirmed in writing to waive any claim on separation pay and other
related issues against the Company; 

  

	(6)	The related registration or filing procedures of the directors and legal representative appointed by Party A have been handled with the competent administration for industry and
commerce. 

  

	1.3	Party A and the third party designated by Party A have completed due diligence on the Company. Party A is satisfied with the result of due diligence or the problems identified
during due diligence have been resolved in compliance with Chinese laws and regulations. 








 Annex 2 Schedule—Articles of Association 







 Annex 3 Representations and Warranties 
 The terms as defined in the main body of this Contract shall have the same meanings in this Annex 3. The following terms shall have the following meanings:

 “Accounts” means the audited accounts of the Company ended on the Reference Date (including one balance sheet and one profit statement), notes to
accounting statements, description, report and other documents signed by auditor. 
 “Intellectual Property Rights” means: 
  

	(a)	Any and all the Internet domain names, email addresses (except those containing the names of the internal personnel of the Company), trade names, trademarks or service marks as well
as any other related applications and registrations that have been or are being used by the Company with respect to its commodities or services, for details please refer to name-related rights as listed in Schedule 2 to this Annex (hereinafter
collectively referred to as “Marks”); 

  

	(b)	Any and all patents and patent applications made by the employees of the Company by performing their duties in accordance with employment contracts or mainly using Company’s
monies, equipment, parts, materials or technical data not made publicly available, including, but not limited to, invention, utility model and industrial design, for details please refer to patent and patent application as listed in Schedule 2 to
this Annex (hereinafter collectively referred to as “Patents”); 

  

	(c)	The copyrights of any and all published and unpublished works jointly or individually created by the employees of the Company or the personnel engaged by the Company within the
scope of employment or engagement, for details please refer to copyrights as listed in Schedule 2 to this Annex (hereinafter collectively referred to as “Copyrights”); 

  

	(d)	The rights of any and all molding works jointly or individually developed, designed, manufactured or conceived by the employees of the Company or the personnel engaged by the
Company within the scope of employment or engagement (hereinafter collectively referred to as “Molding Work Rights”); 

  

	(e)	Any and all technical and/or business information jointly or individually developed, designed, manufactured, conceived or made practicable by the employees of the Company or the
personnel engaged by the Company within the scope of employment or engagement or is obtained by the Company through other means, which is not made available to the public, can bring economic benefits to the Company and is kept confidential by the
Company, including confidential or proprietary information, know-how, process, method, study, technical information, data, improvement, idea, invention, discovery, skill, development, plan, graph, drawing, flow chart, print, specifications, software
program, original and execution codes, development and marketing plan, strategy, forecast, customer information, name list of customer or similar information, whether it is commercial, experimental or patentable information (hereinafter collectively
referred to as “Trade Secrets”). 

 “Reference Date” means June 30, 2007. 
 “Management Accounts” means the unaudited profit statement of the Company from the date following the Reference Date to the Closing Date as well as the
unaudited balance sheet of the Company as of the Closing Date. 







 “Taxes” means any form of tax levied by Chinese central and local financial, taxation, customs and other
authorities. 
 Article 1 Ability and Authority 
  

	1.1	Transferor and the Company have the right, power and authority to execute and perform this Contract and each document to be executed on or before the Closing Date (as the case may
be) and to exercise its rights and obligations under this Contract and each such document. 

  

	1.2	The Company has the right, power and authority to be engaged in the businesses it is engaged in as of the execution date of this Contract and the Closing Date.


 Article 2 Materials 
  

	2.1	All the materials provided by Transferor, the Company or their representatives to Party A or its consultant or representative before or during the negotiations made for the
execution of this Contract are true, complete and accurate. 

 Article 3 Equity 
  

	3.1	Transferor has made full contribution to the registered capital of the Company, is the lawful and actual owner of the Target Equity and is entitled to enjoy all rights as
appertained to the Target Equity. Transferor has complete and valid right of disposal over the Target Equity. 

  

	3.2	Neither security interest nor third-party right has been created on the Target Equity and no dispute, lawsuit, arbitration or administrative, judicial enforcement measures in any
other form with respect to the Target Equity exists. Nobody could raise any claims on the Target Equity. 

 Article 4 Accounts 
  

	4.1	General Terms 

  

	4.1.1	Accounts are prepared in accordance with Chinese laws and applicable accounting standards and practices. 

  

	4.1.2	Accounts truly and impartially present Company’s operations (assets, liabilities, etc), profits and losses as of the Reference Date. 

  

	4.2	Debts and liabilities 

 Accounts adequately and truly present the bad
debts, doubtful debts and liabilities as of the Reference Date. 
  

	4.3	Preparation for tax 

 Necessary preparation for all related taxes have
been made in the Accounts. 
  

	4.4	Accounting records 

 Accounting records are prepared in a complete and
accurate way in accordance with Chinese laws and universal applicable rules and principles. 








	4.5	Management accounts 

 Management Accounts are appropriate prepared on the
basis of the same standards for the Accounts and fairly present the assets, liabilities, profits and losses of the Company as of the Closing Date. 
 Article
5 Changes since the Reference Date 
  

	5.1	General Terms 

 Since the Reference Date: 
  

	5.1.1	The businesses of the Company have continued as a going concern; 

  

	5.1.2	There have been no substantial adverse changes in the financial or trade situation of the Company; and 

  

	5.1.3	The assets and liabilities shown in the Accounts are true and there have been no substantial changes; based on the method of valuation adopted in the Accounts, there have been no
significant reduction in the net value of Company’s tangible assets. 

  

	5.2	Special Terms 

 Since the Reference Date: 
  

	5.2.1	Except in the normal course of business, without Party A’s consent, the Company has not: 

  

	 	(a)	Obtained or disposed of or agreed to obtain or dispose of any substantial properties; and 

  

	 	(b)	Undertaken or incurred or agreed to undertake or incur any significant obligations or expenses. 

  

	5.2.2	Except as presented in the Accounts, since the Reference Date, the Company has not declared, paid or distributed any dividends, funds and bonus. 

 Article 6 Taxes 
  

	6.1	General Terms 

  

	6.1.1	The Company has paid or made provisions for all its payable taxes and since the Reference Date, has not paid any fine, penalty or interest regarding any tax levied by the competent
taxation authorities. 

  

	6.1.2	Since the Reference Date, the Company has not been involved in any tax-related dispute and has been free of any tax evasion act that may cause competent taxation authorities and
judicial institution to ascertain its legal responsibility. 

  

	6.1.3	The preferential tax treatments enjoyed by the Company are granted by related authorities in a legal and effective manner and the Company will continue to enjoy such preferential
tax treatments in accordance with the related regulations of the said authorities. 

  

	6.1.4	There are no outstanding issues or disputes relating to taxes between Transferor and the Company. 








 Article 7 Assets 
  

	7.1	Since the Reference Date, all the assets detailed in the Schedule 1 to this Annex are free and clear of any security interest and are legally owned or used by the Company.


 Article 8 Intellectual property rights 
  

	8.1	The Company is the legitimate owner or user of the Intellectual Property Rights as set forth in Schedule 2 to this Annex. 

  

	8.2	To the knowledge of the Company, no infringement, opposition or threat in any form against the Intellectual Property exists. 

 Article 9 Debtors 
  

	9.1	The Company has the right to claim the creditor’s rights (including accounts receivable) listed in the Accounts or accounting records. 

 Article 10 Impact of equity transfer 
 The Closing of the Equity Transfer
under this Contract will not: 
  

	10.1	Bereave the Company of its assets, licenses and preferences as of the execution date of this Contract, including, but not limited to, any right in any proprietary intellectual
property rights; or 

  

	10.2	Conflict with any agreement or arrangement to which the Company is a party or any legal or administrative requirement binding upon the Company or constitute a default.


 Article 11 Agreement 
  

	11.1	Except the material contracts already disclosed to Party A during the course of due diligence investigation, there are no contracts whose value accounts for more than 5% of the
annual total income or net profits of the Company. 

  

	11.2	The Company or the Transferor does not know that any contract, agreement, arrangement or obligation to which the Company is a party is invalid or exists any reason for its
termination or cancellation. 

  

	11.3	Any party with which the Company enters into a contract, agreement or arrangement does not materially default under such contract, agreement or arrangement. To the knowledge of the
Company, there exists no such default. 

  

	11.4	The Company is not a party to an abnormal contract, agreement, arrangement or undertaking, nor undertakes any obligation in it. These abnormal contracts, agreements, arrangements or
undertakings include, but not limited to: 

  

	11.4.1	The contracts, agreements, arrangements or undertakings not signed in the normal course of business; 

  

	11.4.2	The contracts, agreements, arrangements or undertakings not signed through normal fair transactions; 









	11.4.3	The contracts, agreements, arrangements or undertakings limiting Company’s freedom in all or part of its business operations or in the use of any of its properties at its own
discretion, except with Party A’s consent; or 

  

	11.4.4	The contracts, agreements, arrangements or undertakings the Company cannot perform on time or has to perform by spending excessive or abnormal monies or efforts.


 Article 12 Creditors 
 The Company has made
payments to its creditors within the time as agreed upon with them. To the knowledge of the Company, its customers or suppliers have not: 
  

	12.1	Stopped the transactions with the Company or stopped supply to the Company; 

  

	12.2	Substantially reduced the transactions with the Company or substantially reduced supply to the Company; or 

  

	12.3	Substantially changed the terms of its proposed transactions with the Company or its proposed supply to the Company. 

 Article 13 Licenses and compliance with laws 
  

	13.1	The Company has obtained all licenses, permits, approvals and other authorizations necessary for the Company to own, operate and use all its assets, be engaged in its current
businesses and sell and provide its current products and services. All such licenses, permits, approvals and authorizations remain in full effect. 

  

	13.2	The Company has been engaged in its businesses and corporate affairs in accordance with all applicable Chinese laws and not violated any Chinese law applicable to the businesses of
the Company. Such violation may have a material adverse impact on Company’s assets and businesses. 

 Article 14 Employees 
  

	14.1	Except the management personnel and core technical personnel as listed in Schedule 3, the Company has no other employees whose resignation will have a material adverse impact on the
normal production and operations of the Company. 

  

	14.2	The Company has not received any resignation notice from any of the management personnel or core technical personnel as listed in Schedule 3. 

  

	14.3	As far as all the employees of the Company are concerned, the Company: 

  

	14.3.1	Has complied with state-level and local-level labor laws and regulations; 

  

	14.3.2	Has signed employment agreements and confidentiality agreements with the employees; 

  

	14.3.3	Has no outstanding labor dispute; 

  

	14.3.4	Has no liability for any payable but unpaid economic compensation relating to the termination of employment relationship or other similar compensation or indemnity in connection
with employment relationship. 









	14.4	The Company has paid in full or accepted to pay pension, medical, unemployment, work-related injury and other social insurances, housing accumulation fund or any other benefits of
the employees. 

 Article 15 Liabilities 
  

	15.1	Debts 

 Since the Reference Date, Transferor or the Company has no
outstanding loan, borrowing or debts of a borrowing nature and has not agreed to incur or create any loan, borrowing or debts of a borrowing nature, except the debts already disclosed to Party A as listed in the Annex 4 hereto. 
  

	15.2	Third-party guarantees 

 Since the Reference Date, Transferor or the
Company has not become a party to mortgage, pledge, guarantee, compensation or other agreements by providing guarantees for the obligations of others or creating financial or other obligations. 
 Article 16 Bankruptcy 
  

	16.1	The Company has no bankruptcy or insolvency situation. 

 Article 17
Lawsuits and compliance with laws 
  

	17.1	Lawsuits 

 Transferor and the Company are not involved in any civil,
criminal, arbitration, administrative or other proceedings or disputes. To the knowledge of Transferor and the Company, there are currently no civil, criminal, arbitration, administrative or other proceedings or disputes pending or threatened
against Transferor and the Company. 
  

	17.2	Compliance with laws 

 Transferor and the Company have complied with all
applicable Chinese laws and regulations in all material respects. 
 Article 18 Documents and reports 
  

	18.1	The Company has operated its businesses in accordance with its articles of association and business license in all respects. 

  

	18.2	All the reports, materials, resolutions and other documents regarding the Company required to be filed with or submitted to industrial and commercial administration department or
any other department have been appropriately filed or submitted. 

 Article 19 Foreign exchange 
  

	19.1	There are no violations of Chinese regulations governing foreign exchange that may result in any fine, penalty or other injunction (including revoke of Company’s business
license) to Transferor or the Company. 

 Article 20 Other institutions 
  

	20.1	The Company does not have any other branches or offices nor holds any equity or other long-term investment in any other companies or any other enterprises. 









 Annex 3 
 Schedule 1 Assets 
 A. The Assets over which the Company has ownership 
 B. The Assets over which the Company has use right 







 Annex 3 
 Schedule 2 Intellectual Property Rights 
 A. The intellectual property rights over which the Company has ownership

 No. 
 B. The intellectual property rights over which the
Company has use right 
 No. 







 Annex 3 
 Schedule 3 Name List of Management Personnel and Core Technical Personnel 
 Sales: Xu Jing 
 Resources: Chang Xin 
 Consultant Manager: Zhang Jiangang, Li Hewei

 Industry Manager: Cai An 
 Module Team Leader: Zhong
Chuanying(FI/CO), Sheng Xia(MM), Zhao Liyu(SD), Guo Xiaochuan(PP), Ma Junhai(BW), Deng Jie(ABAP/4), Fu Yapin(XI) 







 Annex 4 Loans Accepted or Provided by the Company 
 No. 







 Annex 5 Labor Contract and Non-competition Agreement 
 A. Labor Contract 
 B. Non-competition Agreement 







 Signature Page 
  

			
	 For and on behalf of
 Worksoft
Creative Software Technology Ltd.

		
	Signature:	 	 /s/ Chen Shuning_



			
	Name:	 	Chen Shuning
	Title:	 	President


			
	
	Li Gang
	Signature:	 	 /s/ Li Gang



			
	
	Liu Tong
	Signature:	 	 /s/ Liu Tong



			
	
	Huang Bin
	Signature:	 	 /s/ Huang Bin