ABSTRACT

Shenzhen Horae Capital Management Enterprise (limited partnership; “Shenzen Horae”), as the transferor, and Beijing Forward Capital Co., Ltd., as the transferee, agreed in Section 1.3.2 of the Equity Transfer Agreement after October 28, 2014 that

The target company intends to issue bonds of RMB 3 billion in Hong Kong. After the handover between the transferor and the transferee is finished, the registration of equity transfer change is completed, and the transferee takes over the target company, and before the transferee signs the final agreement with the intermediary organs to determine the date of issuing bonds and formally issuing bonds, the transferee shall pay the second equity transfer fund of RMB 30 million to the transferor (the transferor's account information is as mentioned above).

Both parties agreed in Section 1.3.3 that

Within 15 workdays after the target company's bonds of RMB 3 billion are raised, the transferee shall pay the third equity transfer fund of RMB 42.5 million to the transferor. If the target company fails to successfully issue the bonds of RMB 3 billion and the transferor has sufficient evidence to prove that the failure of issuance is caused by the transferee, the transferee shall still pay the third equity transfer fund of Forty-two Million Five Hundred,000 Yuan (RMB 42.5 million) to the transferor.