Entrusted Management Agreement Between Wenping Luo Jinfeng Hu Laifeng Anpulo (Group) Food Development Co., Ltd. And Guangxiang Investment Consulting (Shanghai) Co., Ltd. September 22, 2013, Hubei, China Entrusted Management Agreement

(1)  

the winding up of Anpulo, or

(2)  

the termination date of this Entrusted Management Agreement to be determined by the Parties hereto, or

(3)  

the date on which Party B completes the acquisition of Anpulo.

Party B shall be fully and exclusively responsible for the operation of Anpulo, which includes the right to appoint and terminate Anpulo’s members of Board of Directors and the right to hire managerial and administrative personnel etc. Party A or its voting proxy shall make a shareholder’s resolution and a Board of Directors’ resolution based on the decision of Party B.

Party B has the full and exclusive right to manage and control all cash flow and assets of Anpulo. Anpulo shall open an entrusted account or designate an existing account as an entrusted account. Party B has the full and exclusive right to decide the use of the funds in the entrusted account. The authorized signature of the account shall be appointed or confirmed by Party B. All of the funds of Anpulo shall be kept in this account, including but not limited to its existing working capital and purchase price received from selling to Party B its production equipment, inventory, raw materials and accounts receivable (if any), all payments of funds shall be disbursed through this entrusted account, including but not limited to the payment of all existing accounts payable and operating expenses, payment of employees salaries and purchase of assets, and all revenues from its operation shall be kept in this account.

Party B shall have the full and exclusive right to control and administrate the financial affairs and daily operation of Anpulo, such as entering into and performance of contracts, and payment of taxes etc.

to hand over Anpulo to Party B for entrusted management as of the effectiveness date of this Agreement and to hand over all of business materials together with Business License and corporate seals of Anpulo to Party B;

Party A has no right to make any decision regarding Anpulo’s operations without the prior written consent of Party B;

to have the right to know the business conditions of Anpulo at any time and provide proposals;

to assist Party B in carrying out the entrusted management according to Party B’s requirements;

to perform its obligations pursuant to the Shareholders’ Voting Rights Proxy Agreement, signed by and between Mr. Wenping Luo, Ms. Jinfeng Hu and Party B on September 22, 2013, in Hubei, and not to violate the said agreement;

not to intervene Party B’s management over Anpulo in any form by making use of shareholder’s power;

not to entrust or grant their shareholders’ rights in Anpulo to a third party other than Party B without Party B’s consent;

not to otherwise entrust other third party other than Party B to manage Anpulo in any form without Party B’s prior written consent;

not to terminate this Agreement unilaterally for any reason whatsoever; or

to enjoy the full and exclusive right to manage Anpulo independently;

to enjoy the full and exclusive right to dispose of all assets of Anpulo;

to enjoy all profits and bear losses arising from Anpulo’s operations during the Entrusted Period;

to appoint all directors of Anpulo;

to appoint the legal representative, general manager, deputy general manager, financial manager and other senior managerial personnel of Anpulo;

to convene shareholders’ meetings of Anpulo in accordance with the Shareholders’ Voting Rights Proxy Agreement and sign resolutions of shareholders’ meetings; and

to enjoy other rights and perform other obligations under this Agreement.

each party has the right to enter into this Agreement and the ability to perform it;

the execution and performance of this Agreement by each party have been duly authorized by all necessary corporate action;

the execution of this Agreement by the authorized representative of each party has been duly authorized;

each party has no other reasons that will prevent this Agreement from becoming a binding and effective agreement between both parties after execution;

violate any provision of the business license, articles of association or other similar documents of its own;

violate any provision of the laws and regulations of PRC or other governmental or regulatory authority or approval;

violate or result in a breach of any contract or agreement to which the party is a party or by which it is bound.