英文股权转让协议 Equity Transfer Agreement

EQUITY TRANSFER AGREEMENT

This EQUITY TRANSFER AGREEMENT (this要翻译成本协议“Agreement”), is made on April 12 2010 in Beijing, between:

这份股权转让协议是由以下两方与2010年4月12日达成的。

本股权转让协议（一下简称“本协议”），由一下双方2010年4月12日签署与北京。

ABC HOLDINGS INC., a corporation organized and existing pursuant to the laws of Barbados with its legal address at [ ] ( the “Transferor”); and

ABC股份有限公司是一家依据巴巴多斯法律组织和成立的公司，其法定地址在XX。以下简称为转让人。

EFG INTERNATIONAL TRUST CO., LTD., a limited liability company registered with the Harbin Administration of Industry and Commercial with its legal address at [ ], PRC (the “Transferee”).

EFG国际信托有限责任公司，是一家在哈尔滨工商局注册的有限责任公司，其法定地址在XX，以下简称为受让人。

Transferor and Transferee may be collectively referred to as the “Parties” and individually as a “Party”. RECITALS

WHEREAS,鉴于 Jinan [HIJ] Real Estate Developing Co., Ltd. ([]置业有限公司)(the “Company”) is a cooperative joint venture company established by Transferor and Transferee in accordance with the Joint Venture Contract and the Articles of Association signed by the Parties. Transferor holds 50% of the equity interest股权 in the Company.

WHEREAS, Transferor desires to sell to Transferee, and Transferee desires to purchase from Transferor the equity interest which Transferor holds in the Company in accordance with the terms and conditions set out hereunder (the “Transaction”).

1 Interpretation

1.1 Definitions. Unless otherwise defined in this Agreement, capitalized terms used in the

English version of this Agreement and the terms in bold used in the Chinese version of

this Agreement shall have the following meanings:

“AIC” means Jinan Administration for Industry and Commerce or its competent local

counterpart.及其相关分支机构。

指济南是工商局或其相关分支机构

“Business Day” means any day except Saturday, Sunday and legal holidays in the PRC.

“Closing” 交割has the meaning ascribed thereto in Section 4.

“Closing Date” means the date on which the Closing shall take place.

“Consideration” has the meaning ascribed thereto in Section 3.1.

“Encumbrance”产权负担，权利负担，权益负担。means any claim, charge特别担保,

easement, encumbrance, lease, covenant, security interest (including, without limitation,

any mortgage, pledge or lien抵押，质押和留置), option, rights of others, restriction

(whether on voting, sale, transfer, disposition or otherwise), or cloud on title产权不清晰

or any title defect, whether imposed by agreement, understanding理解, law, equity or

otherwise, but excluding any restriction on transfer imposed pursuant to the articles of

association of the Company..

指任何不论是由合同、协议、法律、衡平法或是其他施加的主张、指控、地役权、留置

权、租赁、合约、担保利益

基于。。。。产生的

“Transferred Equity” means the 50% of equity interest of the Company which Transferor

holds.

“Material Adverse Change” means any progr ess or change which has a material

adverse effect on the Company and results in breach, impossibility of performance or

meaninglessness to continue the performance of this Agreement.

“Examination and Approval Authorities” means Jinan Municipal Foreign Trade and

Economic Cooperation Bureau, which is competent to approve this Agreement.

“SAFE” means the State Administration of Foreign Exchange or its competent local

counterpart. 相关的地方分支机构

“Escrow Agreement” means the escrow agreement to be entered into among

Transferor, Transferee and Hana bank韩亚银行, Harbin Branch (the “Escrow Bank”)

within 60 days following the execution签署date of this Agreement, under which an

escrow account will be opened (the “Escrow Account”) within the Escrow Bank for

holding the payments due under this Agreement. 在托管协议项下，而不是本协议项下。

托管协议

“Transfer Notice” have the meaning ascribed under Escrow Agreement.

“PRC” or “China” means the People’s Republic of China, solely for purposes of this

Agreement, excluding Hong Kong, the Macau Special Administrative Region and Taiwan.

中国

“Effective Date” means the date on which this Agreement is approved by the

Examination and Approval Authorities.

2 Sale and Purchase of equity interest

2.1 Subject to根据the terms and conditions hereof, at the Closing, Transferor shall sell to

Transferee, and Transferee shall purchase from Transferor the Transferred Equity free of

any Encumbrance. 无权利负担状态下的被转让股权。

2.2 All the obligations, rights and interests in connection with the Transferred Equity,

including but not limited the seats on the board of directors董事会席位, voting rights投票