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Exhibit 10.5 

 

 

EQUITY TRANSFER AGREEMENT 

SHENZHEN NEW MEDIA CONSULTING CO., LTD. 

AND 

ZHU YU TONG 

October 10, 2006 

 

 

 

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**EQUITY TRANSFER AGREEMENT (English Translation)**
EQUITY TRANSFER AGREEMENT, dated as of October 10, 2006, byand between Shenzhen New Media Consulting Co., Ltd. ("Shenzhen New Media"), acompany incorporated in the People’s Republic of China (the "PRC") and Zhu YuTong, an individual (the "Seller"). Shenzhen New Media and the Seller arereferred to collectively herein as the "Parties". 
**BACKGROUND**
The Seller owns all the equity of Shenzhen Caina BrandConsultant Company (the "Company"), which is a limited liability companyestablished and validly existing under the laws of PRC, and has the necessarycorporate power to sign the Agreement. Shenzhen New Media desires to purchase,and the Seller desires to sell, all the equity of the Company (the "Equity") inreturn for the consideration specified in this Agreement on the terms andsubject to the conditions specified in this Agreement. 
**AGREEMENT 

1.**Equity Transfer**
1.1   Onand subject to the terms and conditions of this Agreement, Shenzhen New Mediaagrees to purchase from the Seller, and the Seller agrees to sell to ShenzhenNew Media, the Equity of the Company for the consideration specified below inSection 2. 

1.2  Parties agree that from and after the Closing Date (defined under Section 1.3below), Shenzhen New Media will be entitled to all legal rights derived from theEquity and responsible for related legal obligations. All the legal rights andobligations related to the Equity are determined by certain PRC laws andregulations and the articles of incorporation of the Company. 

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1.3   TheSeller shall provide Shenzhen New Media with any necessary assistance for theregistration of the transfer of Equity. "Closing Date" means the date when theregistration procedure in connection with the transactions contemplated by thisAgreement is completed and the Equity is registered under the name of ShenzhenNew Media. 
**2.**Purchasing Price and Payment Method**
2.1  Parties agree that the purchase price of the Equity is RMB 8 million(approximately US$1,024,328). 

2.2  Shenzhen New Media shall pay to the Seller the purchase price within thirty (30)business days following the execution of this Agreement. 
**3.**Conditions Precedent to Transfer**
This Agreement shall become effective while all the terms andconditions set forth below are satisfied 

1  Each party has executed this Agreement; 
2  The shareholder meeting of the Company has approved the transfer of Equity.**4.**Liability for Breach of Agreement**
4.1   If any event described below occurs due toeither party, it shall be deemed as a breach of Agreement: 

1 Violation of any obligations or representations defined  in this Agreement; or 

2 Any misrepresentation or breach of warranties contained  in this Agreement (intentionally or unintentionally) 

4.2   Thebreaching party shall take action to mitigate the breach within thirty (30) daysafter the request of the other party. In the event that no correction is madeduring such period, the non-breaching party has the right to terminate theAgreement. The breaching party shall compensate the non-breaching party for allthe economic damage resulting herefrom. 

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**5.**Force Majeure**
5.1  Force majeure stated in this agreement refers to those situations that areunforeseeable, unavoidable and the consequences of such are uncontrollable.These situations include but not limited to earthquake, typhoon, water calamity,war, strike, government activities, and other events that have been treated asuncontrollable situation at normal international business practice. 

5.2  Should the failure to fulfill this Agreement of either party due to forcemajeure, each such party shall have the right to terminate any of the ongoingactivities and the duration to execute such action shall be extendedautomatically. No party shall be deemed as breaching agreement under thissituation. 

5.3  Should force majeure event happen, the party suffering the damage shall, within10 days from the occurrence of such event, provide to the other party therelevant evidence witnessing the event which shall be issued by a competentpublic notary. 

5.4   Thefailure to fulfill this agreement of either party due to the force majeure eventshall not been deemed as breach of Agreement; however, provided that Partiesshall use their best efforts to mitigate the damages caused by the force majeureevent. 
**6.**Amendment,Cancellation and Termination**
6.1   Unless otherwise indicated, this Agreement will be terminatedin case any one of the following events happens: 

(1) Parties mutually decide to terminate this Agreement through  negotiation; 

(2) The purpose of the Agreement cannot be achieved by Parties because of  force majeure events; 

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(3) Because of the other party’s breach of the Agreement, the non-breaching  party terminates this Agreement according to Section 4.2. 

(4) This Agreement is declared as invalid as a whole by a  court or other competent authorities of the PRC. 

6.2   Inthe event of a termination pursuant to the Section 6.1(3), the non-breachingparty shall be entitled to exercise all rights under this Agreement, includingrecovery of damages. 

6.3  This Agreement can be amended upon mutual consent. Amendment or supplement tothe Agreement should be made in written form and shall become effective uponbeing signed formally by Parties. 
**7.**Dispute Settlement**
7.1  Parties shall take efforts to settle any dispute arising from the interpretationor performance of or in connection with the Agreement through friendlyconsultations. In case no settlement can be reached through consultations, thedispute shall be adjudicated by the court in the jurisdiction. 

7.2   Except for suchdisputed issues subject to litigation, Parties should continue performing allthe obligations contained in this Agreement. 
**8.**Miscellaneous**
8.1   Noamendment of any provision of this Agreement or supplement to this Agreementshall be valid unless the same shall be in writing and signed by Parties. Theamendment or supplement to the Agreement shall be deemed as an integral part ofthe Agreement. 

8.2  This Agreement shall be binding upon and inure to the benefit of the Partiesnamed herein and their respective successors and permitted assigns. No Party mayassign either this Agreement or any of his or its rights, interests, orobligations hereunder without the prior written approval of Parties. 

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8.3   Anyterm or provision of this Agreement that is invalid or unenforceable in anysituation in any jurisdiction shall not affect the validity or enforceability ofthe remaining terms and provisions hereof. 

8.4   Allnotices, requests, demands, claims, and other communications hereunder will bein writing, in Chinese language and sent via Express Mail or fax. Such notice,request, demand, claim, or other communication shall be deemed to have been dulygiven if it is delivered through Express Mail, on the stated date of acceptanceon the receipt. Such notice, request, demand, claim, or other communicationshall be deemed to have been duly given if it is delivered through fax, uponreceipt of the confirmation message from the fax machine. 

8.5   Thesection headings contained in this Agreement are inserted for convenience onlyand shall not affect in any way the meaning or interpretation of this Agreement.

8.6  This Agreement may be executed with five copies and each of which shall bedeemed an original and shall be valid and binding for all purposes. 

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on as ofthe date first above written. 
 **SHENZHEN NEW MEDIA    CONSULTING CO., LTD.**   
By: /s/Yingsheng Li 
Name: Yingsheng Li 
Title: Chairman and CEO   **SELLER:** 
/s/ Zhu Yu Tong 
Zhu Yu Tong
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