【正文】 ASSET TRANSFER AGREEMENTTHIS OFFSHORE ASSET TRANSFER AGREEMENT (Agreement) is entered into on the 1st day of April 20** in ***City, *** Country by and among(1)*** (Seller), a pany duly established and existing under the laws of British Virgin lslands, with its registered address at ***。 (2)*** (Management Shareholder), a ***Country resident with ID card no. 1*** and with his principal residential address at ***。 and(3)*** (Purchaser), a pany duly established and existing under the laws of British Virgin lslands, with its registered address at ***. It is a whollyowned subsidiary in British Virgin Islands of ***. WHEREASAThe Seller acquired the Assets from *** (Operator) and/or the Management Shareholder, pursuant to the Assets Transfer Agreement (OffshoreATA) entered into by and between those parties on April 1st, 20**. After the pletion of above said transactions, the Seller or the third party designated by the Seller owns full right and title to the Assets (as defined below), and is entitled to dispose of the Assets which are used in the Business (as defined below) or the operation related thereto. BThe Operator is a joint stock pany under PRC law, in which the affiliate of the Seller holds 28% equity interests. The affiliate of the Seller acquired 12% of the Operator39。s equity interest pursuant to the equity transfer agreement signed on April 1st, 20** with the natural person shareholders of the Operator (Natural Person Shareholder Equity Transfer Agreement). Therefore, upon the pletion of the foregoing transactions, the Seller holds an aggregate 40% of the Operator39。s equity interests. The Purchaser or the third party designated by the Purchaser executed an equity transfer agreement with *** Co., Ltd (***) (Stateowned Shareholder Equity Transfer Agreement) and shall acquire temporarily 60% of the Operator39。s equity interests with a total consideration of RMB ** million. Therefore the Seller and the Management Shareholder agree, upon the Purchaser39。s performance hereof, to repurchase the 60% equity interests held by the Purchase or the third party designated by the Purchaser in accordance with the postClosing arrangement herein. CThe Purchaser39。s whollyowned subsidiary in the PRC, *** (***), has also obtained tangible assets, personnel and business contracts related to the Business from the Operator pursuant to the Business and Assets Transfer Agreement (BATA) entered into by and between those parties on April 1st,20**. Also, the Management Shareholder and *** shall sign a labor contract with service term not less than ** years. DThe Management Shareholder holds 100% of the Seller39。s equity interests. A decision, act, consent or instruction of the Management Shareholder (including an amendment, extension or waiver of this Agreement) shall be final, binding and conclusive upon the Purchaser, and the Purchaser may rely upon any such decision, act, consent or instruction of the Management Shareholder as being the decision, act, consent or instruction of each of the Seller. EThe Seller wishes to sell to the Purchaser, and the Purchaser wishes to purchase from the Seller, the Assets. NOW, THEREFORE, the parties have agreed as follows: Article 1 Definitions and InterpretationsDefinitions. Unless otherwise stipulated herein, the following terms shall have the meaning set forth below: Assetsthe intangible assets acquired by the Seller from the Operator and can be transferred to the Purchaser, including, without limitation, the Operator39。s intellectual property rights and good will in connection with the Websites, the Domain Names, the Trademarks and Software, as set forth in Appendix II, provided that the insurance business core system software (Pharos System) shall be processed in accordance with Appendix IV。Businessall the business, services and trade conducted or engaged in by the Management Shareholder, the Seller or the Operator, and which are in connection with the development of software and hardware, production and technical services, and puter system integration service。 2 Business Contractsall business contracts signed by the Operator, as defined and listed in the BATA。Business Daya day on which mercial banks are open for corporate business in the PRC。Closing Datethe date which is not more than 2 Business Days after all of the Closing conditions as set forth in Article 7 have been satisfied or waived in writing by the appropriate party, provided that the Closing Date shall not be later than May 31st, 20** unless otherwise agreed to in writing by the Seller and the Purchaser。Closing Documentsany certificates, consents, approvals, agreements, and documents relating to the transactions contemplated by this Agreement as are set forth on Appendix IV。Domain Namesthe domain names related to the Business or the Websites (as defined below) and that are now owned by the Seller, which are part of the Assets。Employeesall employees employed in the Business, as defined and listed in the Appendix II of BATA。Key EmployeesEmployees specified as Key Employees in Appendix II of BATA。Force Majeureany earthquake, storm, fire, flood, war or other significant event of natural or humancaused disaster arising after signing hereof which is unforeseen, unavoidable and not possible to overe, and is beyond the control of any party, and prevents the total or partial performance of this Agreement。Government Authorityany petent government departments and authorities。Lawof a jurisdiction, means all laws and legislation of that jurisdiction that are in effect, including laws, regulations, decrees and any order, ruling, writ, judgment, injunction or decree any government agencies and