Debt Assignment Agreement under Equity Transfer – Shanghai TCH Data Science & Technology, Tai Yi, Zheng Chang, Zhang Naiyao, and Shanghai Sifang

Summary

This agreement, dated December 29, 2005 (amended February 10, 2006), involves Shanghai TCH Data Science & Technology, Tai Yi, Zheng Chang, Zhang Naiyao, and Shanghai Sifang. It assigns a debt of RMB 28,500,000 owed by Shanghai TCH to be paid by Shanghai Sifang to the sellers (Tai Yi, Zheng Chang, Zhang Naiyao) as part of an equity transfer. Shanghai Sifang must pay within 5 working days of notice, or face penalties for late payment. Each party is responsible for their own taxes. If Shanghai Sifang fails to pay, the sellers may demand payment directly from Shanghai TCH.

EX-10.2 3 cdwi8kex102122905.txt ENGLISH SUMMARY OF THE AGREEMENT Exhibit 10.2 Summary of the Agreement relating to the assignment of debt under the Equity Transfer Agreement Parties 1. Shanghai TCH Data Science & Technology Co. Ltd(i(degree)Ai+/-) 2. Tai Yi; Zheng Chang; Zhang Naiyao ("B"); 3. Shanghai Sifang Co. Ltd("C") Date of the Agreement 29 December 2005 (as amended by the parties on 10 February 2006) Assignment of debt Parties agree that:- (which is owed by A to - C shall pay the debt of RMB28,500,000 (being the B under the Equity consideration payable to B pursuant to the Equity Transfer Agreement) Transfer Agreement) to B on behalf of A; from A to C - The obligation of A to pay the above debt to B under the Equity Transfer Agreement shall deem to be fulfilled upon the receipt of the above funds by B from C - the amount of RMB28,500,000 shall be settled by C for and on behalf of A. The amount of the purchase consideration paid by C on behalf of A will be applied to offset the trade receivables owed to A by C. Method of payment - C shall pay B within 5 working days after the receipt of written notice from A - C shall bear the responsibility if the payments are not made in accordance with the instructions stated in the written notice issued by A - B may require A to pay directly only if:- a. C fails to pay for more than 30 days; b. C gives written notice to B indicating that C would not fulfill the obligation to pay the consideration; or c. C loses the ability to pay the consideration Penalty for late payment C shall pay B a penalty in the amount of 2.1/10000 of the unpaid amount each day from the date of non-payment until payment is made. Tax Each party shall bear their own tax liability