Share Transfer Agreement

Party A: Chengdu Jingzhan Enterprise Management & Consulting Company Limited

Party B: Zhenzhou Anhou Insurance Agent Company Limited

Given that party A intends to sell 25% shares that party A holds in Sichuan Kangzhuang Insurance Agent Limited Liability Company;

Given that party B is separate legal entity, intends to accept share of party A, and takes participation in running existing business of the company;

1.	Party A agrees to transfer RMB1,500,000 shares(taking up 25% of total amount of registered capital of the company), holding in Sichuan Kangzhuang Insurance Agent Limited Liability Company to party B;

2.	Party B agrees to accept RMB1,500,000 shares(taking up 25% of total amount of registered capital of the company) that party A holds in Sichuan Kangzhuang Insurance Agent Limited Liability Company, from party A;

3.	Both board of directors of party A and board of directors of party B have reviewed and issued related resolutions on share transfer;

4.	Both party A and party B fully understand respective rights and obligations in this process of share transfer, and agree to transfer shares under laws.

5.	In accordance with relevant laws and regulations of People’s Republic of China, and the principle of equality and mutual benefit, party A and party B sign this share transfer agreement through friendly consultation, in order that both parties shall comply with it mutually;

Article I: party A and party B of this agreement

1.1	Assignor: Chengdu Jingzhan Enterprise Management & Consulting Company Limited Address: No.8, Xingguang Road, Hi-tech District, Chengdu.

Legal representative: Li Chuanhao
Nationality: China

1.2	Assignee: Zhenzhou Anhou Insurance Agent Company Limited

Legal representative: Li Fuzhang

Nationality: Taiwan, China

Article II: place for signing this agreement

2.1 Place for signing this agreement: Area B, Floor 14th, No.57, Dongyu Street, Jinjiang District, Chengdu, Sichuan

Article III: Object for transfer and price

3.1   Party A transfers RMB1,500,000 shares(taking up 25% of total amount of registered capital of the company), holding in Sichuan Kangzhuang Insurance Agent Limited Liability Company to party B;

3.3   Party A and party B unanimously determine that price of above share transfer is RMB133, 155 (in figures: 133,155yuan);

3.4   Party A guarantees that  shares that  are transferred to party B  have completely independent rights, do not set up any pledge, and are not involved in any dispute and lawsuit.

 

Article IV: Transfer payment

4.1   Upon this agreement comes into force, party B shall pay the specified transfer payment to party A in full under this agreement.

4.2   Transfer payment that party B pays shall be deposited into the bank account that party A designates, or shall be paid in cash.

Article V: Registration procedure of modification for above share transfer shall be completed within 60 days after the day when this agreement comes into force.

Article VI: Rights and obligations of party A and party B

6.1   When this transfer procedure is completed, party B shall have 25% shares in Sichuan Kangzhuang Insurance Agent Limited Liability Company, and shall enjoy relevant rights and interests.

6.2   Party A and party B shall keep this transfer and all contents in confidence until this transfer is completed.

6.4   Party A and party B shall provide necessary assistance and cooperation on legal procedures, such as applying for approved document, and transference registration.

6.5   Upon procedure of shareholding modification registration is completed, party A shall not enjoy any right of the company.

6.6   Party A promises to take responsibility for strictly keeping any proprietary information of the company, obtained during being shareholder of the company (including but not be limited to financial situation, customer resources and business channels), in confidentiality, shall not provide them to any third party for occupying or using by any ways, and shall not apply them to self-operated business.

Article VII: Liability for breach of agreement

7.1   Upon this formal agreement is signed, in case that either party does not perform or not fully perform this agreement, it shall constitute a breach of the agreement. The party in breach shall pay all direct economic losses to the non-breaching party for the breach.

7.2   In case that either party breaches the agreement, the non-breaching party shall have the right to demand the party in breach continuously fulfill this agreement.

Article VIII: Modification and dissolution of the agreement

8.1   Modification of this agreement shall be negotiated by party A and party B, and written modification agreement shall be made. In case that both parties can not reach an agreement, this agreement shall remain in force.

8.2   In case that either party breaches this agreement, the non-breaching party shall have the right to demand the party in breach continue to fulfill this agreement.

8.3   In case that party A and party B agree to terminate this agreement, written agreement shall be made. This written agreement shall come into force upon being signed and sealed by both parties.

 

Article IX: Applicable laws and solution for disputes

9.2   Any dispute, caused by fulfilling this agreement, or relevant to this agreement, shall be solved by party A and party B through friendly negotiations. In case that the negotiations are unsuccessful, either party shall have the right to bring a suit.

 

10.1 This agreement comes into force upon being signed and sealed by party A and party B.  This agreement is made in three original copies, one for party A, one for party B, one for the approval authority.

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Person signs and stamps on this page for this share transfer.

Signature and stamp of the assignor:

Signature and stamp of the transferee:

Date: September 6, 2010