Sell shares of stock in a company incorporated in the People’s Republic of China with this Stock Purchase Agreement.

Provisions of the Agreement include:

• The purchaser is entitled to set off any amounts owed by the seller to the purchaser against the purchase price for the shares.


• The company is listed on one or more Chinese stock exchanges. The seller must retain ownership of a certain percentage of shares in the company.


• The parties will jointly report the sale to the necessary regulatory bodies, and will share the costs of the public announcement and of registering the transfer of the shares.

This English language Stock Purchase Agreement is provided in MS Word format, and is governed by the laws of China. A Chinese language version may be required in order to ensure the legality of the document.