Debt and Debt Transfer Agreement

Number: word number

Signing time: 2006 day and day

place of signing:

In order to properly resolve the creditor's rights and debts of both parties, Party A, Party B and Party C, through negotiation, reached the following creditor's rights transfer agreement in accordance with the law:

1. The three parties agree that: As of the date of signing this Agreement, Party B defaults on Party A's total RMB.

2. Party A, Party B and Party 3 unanimously agree that Party C will transfer all the debts of Party B to Party A for all parties. Party B shall directly pay Party A in accordance with this Agreement, and Party B shall pay Party A a total of RMB before the date of 2006.

3. Statements, warranties and commitments:

1. Party C promises and guarantees:

It is legally established and validly existing, has the right to implement the transfer of creditor's rights under this Agreement and is able to bear civil liability independently;

The creditor's rights transferred are legal and valid claims.

2. Party A promises and guarantees:

It is legally established and validly existing, and has the right to be transferred to the creditor's rights under this Agreement and to bear civil liability independently;

Its claims under this Agreement have been authorized or approved by the relevant internal authorities.

4. After the entry into force of this Agreement, Party C shall not claim the creditor's rights to Party B. If Party B fulfills its obligations, Party A shall issue an invoice to Party B for the full name of Party B.

5. If this Agreement is invalid or revoked, Party B will continue to perform its obligations in accordance with the original contract and other legal files.

6. The parties agree that if a party breaches its representations, warranties, undertakings or any other obligations made in this Agreement, causing the other party to suffer or suffer damages, losses, claims, etc., the defaulting party shall make full compensation to the other party.

7. This Agreement shall enter into force after being signed by the third party of Party A, B and C and signed by the representative of the three methods or the agent authorized by the legal representative.

8. Matters not covered in this Agreement shall be handled in accordance with the relevant laws, regulations and rules of the State.

IX. This Agreement shall be made in triplicate, and each of Party A, Party B and Party C shall hold one copy.

New creditors:

Legal representative:

debtor:

Legal representative:

Original creditor:

Legal representative: