Assets Transfer Agreement

Assets Transfer Agreement

this assets transfer agreement ('this agreement') is made between and by the following parties in beijing on

_________,_________,_________(m,d,y).

party a: aaa co., ltd.

address: _________

party b: bbb co., ltd.

address: _________

whereas party a agrees to assign to party b the assets concerned to party b and party b agrees to accept the said assets; therefore, the parties reach the following agreement through friendly consultations:

article 1

party a agrees to assign the assets listed in attachment i of

this agreement, and party b agrees to accept the foregoing assets.

article 2

the parties agree that party a will complete all the procedures necessary for the transfer of the assets listed in attachment i hereto from party a to party b within _________ upon execution of

this agreement (excluding the day of execution for this agreement), which include but are not limited to the hand-over of certification of ownership for such assets and the handling of registration procedures (if applicable).

article 3

party b will pay party a an assignment fee of _________ for the assets assigned by party a.

article 4

the parties agree that the title of the assets listed in attachment i hereto will be transferred to party b on the _________ upon execution of this agreement. party a shall be responsible for all the liabilities and risks involving the title transfer of the assets listed in attachment i hereto prior to such transfer (no matter such liabilities and risks are claimed before or after the transfer of such title), for which party b shall bear no liabilities and obligations. in case party b does not receive the foregoing assets within _________ upon execution of this agreement, party a shall compensate in _________.

article 5

representation and guarantee

5.1 party represents and guarantees as follows:

(a) party a is a company incorporated and validly existing pursuant to the chinese laws;

(b) by executing and performing this agreement, party a does not violate the relevant laws and contracts that have a binding force on it, and has obtained the proper authorization and all the necessary approval of executing and performing this agreement; and

(c) party a is entitled to the ownership of the assets listed in attachment i hereto and has not placed mortgage or any third party's interests against such ownership, nor does it impose any obstacle to party b for the obtainment of the title of such assets.

5.2 party b represents and guarantees as follows:

(a) party a is a company incorporated and validly existing pursuant to the chinese laws; and

(b) by executing and performing this agreement, party b does not violate the relevant laws and contracts that have a binding force on it, and has obtained the proper authorization and all the necessary approval of executing and performing this agreement.

article 6

liability for breach of agreement

6.1 if one party to this agreement ('the breaching party') fails to implement its obligations under this agreement (including

violation of the provisions involving representation and guarantee), and fails to adopt effective measures to correct such violation

within _________ upon receipt of a written notice by the other party ('the non-breaching party') for such correction within the stipulated time, the non-breaching party has the right to terminate this agreement and claim compensation from the breaching party for the losses sustained therefrom.

6.2 if party a violates the provisions of articles 2 and 5 of

this agreement, party b has the right to seek return of all the payment and a penalty equal to _________ of the total price from party a.