Exhibit 10.4
[Execution Copy]
Asset Transfer Agreement
by and among
FEnet Co., Ltd.
Deng Xinping, as Management Shareholder
And
Longtop Financial Technologies Limited
May 2007
Table of Contents
Appendices:
ASSET TRANSFER AGREEMENT
THIS ASSET TRANSFER AGREEMENT ( Agreement ) is entered into on May 31, 2007 in Xiamen, People’s Republic of China
( PRC )
by and among
Articles
Pages
Article 1 Definitions and Interpretations
3
Article 2 Sale and Purchase
5
Article 3 Closing
6
Article 4 Seller’s and Management Shareholder’ Representations and Warranties
6
Article 5 Representations and Warranties of Seller and Purchaser
8
Article 6 Pre-Closing Covenants
8
Article 7 Closing Conditions
10
Article 8 Post-Closing Obligations
11
Article 9 Breach
13
Article 10 Force Majeure
13
Article 11 Termination
14
Article 12 Governing Law and Dispute Resolution
15
Article 13 Notices
16
Article 14 Miscellaneous
17
I.
Shareholder Resolution of FEnet Co., Ltd.
II.
List of Assets
III.
Proof of Ownership of Transferred Assets
IV.
List of Closing Documents
V.
Key Shareholders of FEnet Co., Ltd.
VI.
Share Purchasers and Shares
VII.
Earn-out Schedule
VIII.
Opinion from PRC Counsel to Seller
IX.
Certain Indemnification Obligations
Asset Transfer Agreement
- 1 -
(1)
FEnet Co., Ltd. ( Seller ), a company duly established and existing under the laws of the Cayman Islands, with its
registered address at Zephyr House, George Town, Grand Cayman, British West Indies;
and
(2)
Deng Xinping ( Management Shareholder ), a PRC resident with ID card no. 420106196611113215 and with principal
residential address at Room 705, No.5, 2 nd Qiao Yuan Street, Guangzhou, PRC;
Table of Contents
Appendices:
ASSET TRANSFER AGREEMENT
THIS ASSET TRANSFER AGREEMENT ( Agreement )