EX-10.2 3 cdwi8kex102122905.txt ENGLISH SUMMARY OF THE AGREEMENT Exhibit 10.2 Summary of the Agreement relating to the assignment of debt under the Equity Transfer Agreement Parties 1. Shanghai TCH Data Science & Technology Co. Ltd(i(degree)Ai+/-) 2. Tai Yi; Zheng Chang; Zhang Naiyao ("B"); 3. Shanghai Sifang Co. Ltd("C") Date of the Agreement 29 December 2005 (as amended by the parties on 10 February 2006) Assignment of debt Parties agree that:- (which is owed by A to - C shall pay the debt of RMB28,500,000 (being the B under the Equity consideration payable to B pursuant to the Equity Transfer Agreement) Transfer Agreement) to B on behalf of A; from A to C - The obligation of A to pay the above debt to B under the Equity Transfer Agreement shall deem to be fulfilled upon the receipt of the above funds by B from C - the amount of RMB28,500,000 shall be settled by C for and on behalf of A. The amount of the purchase consideration paid by C on behalf of A will be applied to offset the trade receivables owed to A by C. Method of payment - C shall pay B within 5 working days after the receipt of written notice from A - C shall bear the responsibility if the payments are not made in accordance with the instructions stated in the written notice issued by A - B may require A to pay directly only if:- a. C fails to pay for more than 30 days; b. C gives written notice to B indicating that C would not fulfill the obligation to pay the consideration; or c. C loses the ability to pay the consideration Penalty for late payment C shall pay B a penalty in the amount of 2.1/10000 of the unpaid amount each day from the date of non-payment until payment is made. Tax Each party shall bear their own tax liability