BusinessOperations Agreement

Address: 

Floor 2, Building 1, Kaiyuan Industrial Zone No.118,

Address: 

Jiangtou village, Chendai town, Jinjiang, Fujian province

1.

Party A is a wholly foreign-owned enterprise duly incorporated and existing in the PRC.

2.

Party B is a limited liability company registered in the PRC.

3.

A business relationship has been established between Party A and Party B by entering into Exclusive Business and Consulting Services Agreement and so on, pursuant to which Party B shall make various kinds of payments to Party A such that the daily operation of Party B will have a material impact on its payment capacity to Party A.

4.

Members of Party C are directly interested in Party B: Ding Baojian owns 33.34% equity interest in Party B, Ding Baofu owns 33.33% and Ding Changming owns 33.33%.

1.1

to conduct any business beyond the ordinary course of business of Party B or conduct business in a way which is inconsistent with the past practices or in an abnormal way;

1.2

to borrow money from or incur any debt against any third party;

1.3

to change or remove any director or to dismiss and replace any senior management;

1.4

to sell to or acquire from any third party or otherwise dispose of any asset or right exceeding RMB 100,000;

1.5

to provide guarantee for any third party with its assets or intellectual property rights or to provide any other guarantee or to create any other encumbrance on its assets;

1.6 

1.7

to change the ordinary business process or modify any material and internal regulation and rules of the company;

1.8

to assign rights and obligations under this Agreement to any third party;

1.9

to materially adjust the operation model, marketing strategy, operation guidance or client relationship; and

1.10

to distribute any bonus or dividend in any form.

2.1

Party B and Party C hereby agree to accept and strictly implement the proposals and directions of Party A, in respect of the employment and dismissal of the employees, the daily business management and the financial management, and other decision making regarding the business of Party B.

2.2

Party B and Party C hereby agree that the Party C shall only appoint candidates designated by Party A as the directors of Party B in accordance with the procedures under the applicable laws and regulations and the Article of Association of Party B, and cause the appointed directors to elect the chairman of the board as per the candidate recommended by Party A. Party B shall appoint the person designated by Party A as Party B’s General Manager, Chief Financial Officer, and other senior management.

2.3

In case any of the above officers designated by Party A leaves Party A, voluntarily or involuntarily, he/she shall lose the qualification to take any position in Party B. In such case, Party B and or C shall dismiss such person and appoint another person designated by Party A to serve the remaining service term.

2.4

For the purpose of Section 2.3 above, Party C shall take all necessary corporate actions internal and external to accomplish the above dismissal and engagement in accordance with laws, Articles of Association and this Agreement.

3.1

In the event that any of the agreements between Party A and Party B terminates or expires, Party A shall be entitled to terminate all agreements between Party A and Party B including but not limited to the Exclusive Business and Consulting Services Agreement.

3.2

Whereas the business relationship between Party A and Party B has been established through Exclusive Business and Consulting Services Agreement and other agreements, the daily business operations of Party B will have a material impact on its capacity to pay the payables to Party A. Members of Party C agree to irrevocably transfer and assign, free of charge, to Party A their rights to receive any bonus, dividend or any other proceed or benefit (in whatever forms) obtained from Party B as its shareholders at the time when such payables occur, and shall provide all the documents or take all actions necessary for such transfer as required by Party A.

4.1

This Agreement together with all of other agreements and/or documents referred or explicitly indicated in this Agreement will constitute the entire agreement in respect of the subject matters under this Agreement and shall supersede all of other prior agreements, contracts, understandings and communications in oral or written form among all Parties hereto in relation to this matters.

4.2

Any amendment or supplement to this Agreement shall take effect only after it is duly executed by all of the Parties. The amendment and supplement duly executed by each Party shall be integrate part of this Agreement and shall be equally authentic with this Agreement.

6.1

The Parties shall strive to settle any dispute arising from the interpretation or performance of this Agreement through friendly consultation. In case no settlement can be resolved through such consultation, either Party may submit such dispute to Xiamen Arbitration Commission for arbitration in accordance with its then-current and effective arbitration rules. The arbitration shall be conducted in Chinese. The arbitration award shall be final and binding upon the Parties. This Section shall survive the termination or the recession of this Agreement.

6.2

Each Party shall continue to perform its obligations in good faith in accordance with this Agreement except for the matters in dispute.

Address: 

Floor 2, Building 1, Kaiyuan Industrial Zone No.118,

Fax: 

0595-85192329

Telephone: 

0595-85196329

Addressee: 

Lam Mei Ying

Address:

Jiangtou village, Chendai town, Jinjiang, Fujian province

 

Fax:

0595-85192329

Telephone:

0595-85196329

Addressee:

Ding Baofu

 

Address:

East Kaituo Road No.9, Jiangtou village, Chendai Town, Jinjiang City, Fujian Province

 

Fax:

0595-85192329

 

Telephone:

0595-85196329

 

Address:

Dongmei No.34, Jiangtou village, Chendai Town, Jinjiang City, Fujian Province

 

Fax:

0595-85192329

 

Telephone:

0595-85196329

 

Address:

East Kaituo Road No.9, Jiangtou village, Chendai Town, Jinjiang City, Fujian Province

 

Fax:

0595-85192329

 

Telephone:

0595-85196329

8.1

Any written consent, suggestion, appointment or other decision which would have material impact on Party B’s daily business operations in respect of this Agreement shall be approved by the board of directors of Party A.

8.2

This Agreement will come into effect upon execution by the duly authorized representatives of all Parties and this Agreement shall survive until Party A is dissolved according to the laws of the PRC.

8.3

Neither Party B nor Party C may terminate this Agreement during the term of this Agreement. Party A may terminate this Agreement at any time by issuing a thirty (30) days prior written notice to Party B and Party.

8.4

The Parties acknowledge that they enter into this Agreement in good faith and on the basis of equality and mutual benefit.  In case any provision in this Agreement is regarded as illegal or unenforceable under any applicable law, it shall be deemed to be excluded from this Agreement and be null and void, as if such provision had never been included in this Agreement. However, the balance of this Agreement will remain in force and this Agreement shall be deemed as without such provisions from the beginning. The Parties shall replace the deemed-deleted provisions with lawful and valid provisions acceptable to all Parties through amicable consultations.

8.5

Any non-exercise of any right, power or privilege hereunder shall not be deemed as a waiver thereof. Any single or partial exercise of such right, power or privilege shall not exclude one Party from exercising any other right, power or privilege.

8.6

This Agreement shall be in made in English, with five (5) originals.