债权转让协议书英文版

Dated March 31, 2000

(1) ABC COMPANY

(2)XYZ COMPANY

(3) MR DEF

DEED OF ASSIGNMENT

THIS DEED is made on

BY:

(1) ABC COMPANY, a company incorporated under the companies ordinance of

Hong Kong whose registered office is at Flat B, 9/F., XXX Commercial Centre, XXX Shanghai Street, Yau Ma Tei, Kowloon, Hong Kong (the “Assignor”),

in favour of

(2) XYZ COMPANY, a company incorporated under the laws of the People’s

Republic of China whose registered office is at 深圳市XX路XXX大廈A座9層(the “Assignee”) and

(3) MR DEF(XXX), (the “Person”).

WHEREAS the Person is indebted to the Assignor in the amount of HK$961,533.29 (the “Loan”) and the Assignor agrees to effect an assignment of the Loan to the Assignee subject to and in accordance with the terms hereof.

NOW THIS DEED WITNESSETH as follows:

1. ASSIGNMENT

1.1 In consideration of the Assignee agreeing to repay the Assignor pursuant to

Clause 1.2, the Assignor as beneficial owner hereby assigns to the Assignee absolute ly and the Assignee agrees to take an assignment of all the Assignor’s right, title and interest in the Loan presently due and owing to the Assignor by the Person.

1.2 The Assignee hereby agrees that, subject to receipt from the Person of an

amount equivalent to the Loan, the Assignee shall, at any time on demand of the Assignor, repay the Assignor in full the Loan free of any interest or third party encumbrance of whatever nature.

2. REPRESENTATIONS

The Assignor hereby represents to the Assignee that the Assignor is the beneficial owner of the Loan and has full right and title to collect the Loan and that the Person is indebted to the Assignor for the full amount of the Loan which is repayable in full at any time on demand free of any third party encumbrance of whatsoever nature. The Assignor further represents to the Assignee that the Assignor has full power and right to assign the Loan on terms hereof.

3. NOTICE TO THE PERSON

The Assignor hereby gives notice to the Person of the assignment effected by this Deed and the Person how to prove the person acknowledge hereby acknowledges such notice and confirms that the Loan is outstanding and all information set out herein relating to the Loan is correct.

4. FURTHER ASSURANCE

The Assignor hereby undertakes at the request and cost of the Assignee to do all such acts execute all such documents as are necessary or desirable for the assurance to the Assignee of the full right, title and benefit attaching to the Loan.

5. GOVERNING LAW AND JURISDICTION

This Assignment shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region and all the parties irrevocably agree that the courts of Hong Kong Special Administrative Region are to have jurisdiction to settle any disputes which may arise out of or in connection with this Assignment.

AS WITNESS this Assignment has been executed as a Deed on the day first before written.

The Common Seal of )

The Assignor was hereto )

affixed in the presence of: )

The Common Seal of )

the Assignee was hereto )

affixed in the presence of )

Signed by (the Person): )