EXHIBIT 10.2 Equity Transfer Agreement

 

1.

Party A and Party B consent to transfer 100% equity of Party D to Party C, Party C agrees to accept the equity;

 

2.

The above-mentioned equity shall include all the attached interests and rights under that equity, and shall be free and clear of (including, but not limited to) all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature or description.

 

3.

When the agreement takes effect, Party A and Party B shall not burden any obligations and responsibilities for the operational management and claims and Debts of Party D.

 

1.

Upon the terms and subject to the conditions of this Agreement, Party A agrees to transfer the 75% equity of Party D to Party C at the price of RMB 18 million Yuan, Party C agrees the price for the equity.

 

2.

Upon the terms and subject to the conditions of this Agreement, Party B agrees to transfer the 25% equity of Party D to Party C at the price of RMB 6 million Yuan, Party C agrees the price for the equity.

 

3.

Party C agrees to pay the purchase price within 7 days upon the execution of this agreement to the bank accounts designated by Party A and Party B.

 

4.

Party A and Party B agree that Party C can start to process the business registration upon the execution of this agreement.

 

1.

Party A and Party B are the exclusive owners of the transferring equity set forth in Section I.

 

2.

As the Shareholder of Party D, Party A and Party B have fully implemented the obligation of Capital Contribution to the Company’s Registered Capital.

 

3.

From the effective date of the agreement, Party A and Party B shall fully quit from the operations of Party D, and shall not have the rights of the distribution of the assets, properties and profits.

 

1.

Party C acknowledges and complies with the Amended Articles of Association of Party D;

 

2.

Party C ensures to pay the purchase price in terms of the payment deadline and method stipulated in Section II.

 

3.

Party C promises not to set up a company or join a company or involve in a company which has competition relationships with Party B or the production and selling of its products are related to the business secrets of Party B. Meanwhile, Party C promises not to claim for any indemnification from Party A and Party B in any form due to the non-competition restriction.

 

1.

If any party violates or fails to implement any clauses of the agreement, the breaching party should indemnify all the economic losses of the non-breaching party;

 

2.

If party C fails to pay the equity purchase price timely according to the regulations of Section II, party A and party B shall have the right to charge the overdue fine at the rate of 5‰ per day commencing the date of the deadline stipulated in Section II. When Party C pays the overdue fine, but the loss caused to Party A and Party B is over the overdue fine, or other damages are caused due to the breaching of Party C, it shall not impact Party A and Party B to claim for the indemnification regarding to the excess portion between the overdue fine and the loss and other damages.

 

1.

This agreement shall be effective upon the execution of Party A and Party B and Party C.

 

2.

Any disputes caused by the implement of this agreement must be first settled by Party A, Party B and Party C pursuant to the principle of friendly negotiations. In case no such settlement can be reached, either party has the right to file a suit to the People’s court where Party A is located. 

 

3.

This agreement is in quintuplicate, each of the parties holds one copy, and all of which shall be deemed to be an original and share the same legal effect.