CONTRACTFOR THE TRANSFER OF EQUITY INTEREST byand between TIANSHIINTERNATIONAL HOLDINGS GROUP LIMITED and TIANSHIINTERNATIONAL INVESTMENT GROUP CO., LTD Date:November 15, 2009 CONTRACTFOR THE TRANSFER OF EQUITY INTEREST

1.1

Transferor agrees to transfer to Transferee the Transfer Interest in accordance with the provisions of this Contract and Transferee agrees to purchase the Transfer Interest from Transferor.

1.2

Within 30 days of the execution of this Contract, the Parties shall cause the Company to submit this Contract along with all required documentation to the competent examination and approval authority (the “Examination and Approval Authority”) for approval of the transfer of the Transfer Interest by Transferor, inclusive of the new Articles of Association of the Company (the “Amended AOA”), the change of foreign investor, the change of directors on the Board of Directors of the Company and any other related documents, if any.  Transferee shall assume all rights and obligations of the Company after the transfer of the Transfer Interest from Transferor to Transferee is approved by the Examination and Approval Authority.

1.3

Together with the approval of the transfer by the Examination and Approval Authority, Transferee will carry out all required procedures for amendment of the Company’s Foreign Investment Enterprise Approval Certificate.

1.4

The amendments to the Articles of Association of the Company shall become effective as of the date of the approval by the Examination and Approval Authority. The Parties shall then cause the Company to carry out the required record and registration procedures with the competent Administration for Industry and Commerce.

2.1

Transferee and Transferor agree that the purchase price required as consideration for the   transfer of the Transfer Interest from Transferor to Transferee shall be 37,000,000 States Dollars (US$37,000,000) and shall be settled in cash. The first term payment US$3,700,000 shall occur within three (3) months after November 15, 2009, which shall be January 14, 2010. And the second and final payment of US$33,300,000 shall be made within one year from November 15, 2009, which shall be November 14, 2010. 

3.1

This Contract shall be governed by and construed in accordance with the laws of the People’s Republic of China.

4.1

Each notice, demand or other communication given or made under this Contract shall be in writing and delivered or sent to the relevant Party at its address or fax number set out below (or such other address or telex number or fax number as the addressee has by five (5) days’ prior written notice sent by courier specified to the other Party):

 

Address:

Room 2402-03, New York Life Tower Windsor House 311 Gloucester Road, Causeway Bay, Hong Kong

 

Attention:

Qing Yang

 

Address:

Room 2402-03, New York Life Tower Windsor House 311 Gloucester Road, Causeway Bay, Hong Kong

 

Attention:

Yunxiao Guan

4.2

This Contract constitutes the entire agreement between the Parties with respect to the subject matter hereof, supersedes any prior expression of intent or understanding relating hereto and may only be modified or amended by a written instrument signed by the authorized representatives of the Parties and approved by the Examination and Approval Authority.

4.3

Each Party shall do and execute or procure to be done and executed all such further acts, deeds, things and documents as may be necessary to give effect to the terms of this Contract.

4.4

This Contract is executed in Chinese and English in seven (7) copies.  Both language versions shall have equal validity, provided that in case of any discrepancy the Chinese version shall prevail.

 

 

 

 

By:    /s/ Jinyuan Li

Name: Jinyuan Li

Position: President

Nationality: China

 

 

 

 

By:    /s/ Jinyuan Li

Name: Jinyuan Li

Position: President

Nationality: China