Contract Reference NO.: Three Parties Fund Escrow Agreement Rural Credit Cooperative of Laishan District,Yantai City

EX-10.1 2 v312912_ex10-1.htm EXHIBIT 10.1

English translation only for reference

Contract Reference NO.:

Three Parties Fund Escrow Agreement

Rural Credit Cooperative of Laishan District, Yantai City

Party A: Yantai Shencaojishi Pharmaceuticals Co., Ltd.

Address: No.9 Tianzheng Road, Laishan District, Yantai City, Shandong Province

Legal Representative: Qu Hongwei

Party B: Rural Credit Cooperative of Laishan District, Yantai City

Address: No. 27 Yinhai Road, Laishan District, Yantai City, Shandong Province

Representative: Wang Yingcheng

Party C: EURO PACIFIC CAPITAL, INC.

Address: 1201 Dove Street, Ste. 200, Newport Beach, California 92660, USA

Legal Representative: Gordon McBean, President

Recitals

Party A is a Chinese legal person or other entity which was incorporated in accordance with laws and regulations of the People’s Republic of China (the “PRC”), which has necessary civil ability and capacity to execute and perform this Agreement, and to undertake the civil liability independently. Party A has obtained all the necessary and legitimate permit and authority to execute this Agreement. Party A guarantees the legitimacy of source of the fund;

Party B is a commercial bank which was incorporated upon approval of relevant competent authorities and legally existing in the PRC. Party B has the ability and capacity to execute this Agreement with Party A and Party C, and to perform the rights and obligations hereunder;

Party C is an entity legally incorporated and existing in accordance with applicable laws and regulations of the United States or the states thereof. Party C has the ability and capacity to execute this Agreement and to perform the rights and obligations hereunder;

Through friendly negotiation among Party A, Party B and Party C, Party A authorizes Party B to escrow the Fund concerning the payment of outstanding principal and interest due under the Notes (as defined below). During the escrow term, Party B shall perform the responsibilities and obligations in accordance with this Agreement, while Party B will not be liable to the investment and business operation between Party A and Party C.

Definition:

Agreement means this Fund Escrow Agreement, exhibits thereof, and any amendments, modifications and supplements to this Agreement and exhibits.

Escrow Bank or Depositary means Rural Credit Cooperative of Laishan District, Yantai City (hereunder as “RCC Bank”), which is Party B hereunder.

Fund means the fund established hereunder to be established at the Escrow Banks exclusively used for guaranteeing the payment of outstanding principal and interest due on certain 8% convertible promissory notes, due October 5, 2012 (the “Notes”) owed by Party A (and/or its affiliates) to third party investors for which Party C is acting as investor representative.

Escrow Property means the cash deposited in the Escrow Account that is escrowed by Party B as authorized by Party A and the cash generated from the management and use of it.

Escrow Account means the bank account opened in the escrow operation section of Party B, which is used for escrow, management and use of the Escrow Property. The cash cannot be withdrawn from the account.

Transfer Instruction means the written document issued by both Party A and Party C to Party B according to which the payment shall be transferred and made from the Escrow Account to a designated bank account and to pay the relevant costs or expenses.

Transaction Documents means the appendixes attached to the Transfer Instruction, i.e. the contracts, agreements, materials and any other documents related to the transaction.

Escrow Property Document means the valid documents and contracts executed by and between Party A and Party C, and those entered into by Party A or Party C with any other third party other than Party B, which have already been delivered to Party B and are binding the use of Escrow Property.

Fiscal Year means the calendar year commencing from 1 January and ending on 31 December. The first Fiscal Year will start from the execution date of the Agreement, and end on 31 December then.

Article I. Party A’s Rights and Obligations

Party A’s rights include:

(1)	Enjoying the ownership of the Escrow Property;
(2)	Checking and inspecting the status and situation of the Escrow Property;
(3)	Disposing of and distributing the Escrow Property in accordance with laws and regulations and this Agreement; and
(4)	Other rights specified by the laws and regulations and this Agreement.

Party A’s obligations include that Party A shall:

(1)	Warrant and represent that the Escrow Property is free and clear from any security interests and encumbrances;
(2)	From the effectiveness date of the Agreement, fully deliver the Escrow Property to Party B in a timely manner according to this Agreement;
(3)	Be responsible for all fees incurred by the parties to this Agreement concerning this Agreement, including without limitation to bank fees and escrow fees, but excluding part of legal expenses incurred therefrom which should be borne by Party C; and Party A shall make full payment of the escrow fees and other fees to either Party B and Party C in a timely manner according to this Agreement;

(4)	Direct Party B to transfer and pay the fund (in part or in whole) to appropriate parties in a timely manner pursuant to this Agreement;
(5)	Regularly conduct the outside annual audit and annual examination of Administration of Industry and Commerce;
(6)	Notify Party B in advance of any significant issues which have direct impact on the Escrow Property in order to facilitate the change and preparation for Party B;
(7)	In compliance with laws and regulations, and at the request of Party B, provide the assistance for the purpose of proceeding with the escrow business and operation;
(8)	Provide Party B with necessary agreements and amendments required for the maintenance of the Escrow Property in accordance with the terms hereof;
(9)	Ensure Party A’s articles of association and other legal documents executed in the name of Party A signature has no conflict with this Agreement; and if the foregoing documents are inconsistent with the Agreement, this Agreement will prevail;
(10)	Ensure any activities in relation to this Agreement are in compliance with the laws and regulations; and any disputes or issues arising from the execution and performance of other transaction documents have no relation with Party B; and
(11)	Perform other obligations required by laws and regulations and this Agreement.

Article II. Party B’s Rights and Obligations

Party B’s rights include:

(1)	Exercising all rights associated with the Escrow Account and the Escrow Property according to this Agreement;
(2)	Supervising Party A to open the Escrow Account and keeping Transaction Documents of the Escrow Property in accordance with this Agreement and as necessary for maintaining the Escrow Account;
(3)	Obtaining Transfer Instruction, relevant data and Transaction Documents from Party A and Party C and complying with the same;
(4)	Receiving escrow fees according to this Agreement; and
(5)	Other rights provided by the laws and regulations and this Agreement.

Party B’s obligations include:

(1)	Being responsible for the Escrow Account and the Escrow Property, and accepting the supervision of Party A and Party C;
(2)	Escrowing the Escrow Property in good faith and diligence;
(3)	Ensuring the Escrow Property is kept independently and separately from self-owned property of Party B and other property escrowed by Party B;
(4)	Not transferring or subcontracting the Escrow Account or the Escrow Property to a third party without Party A’s written consent;
(5)	Implementing the Transfer Instruction issued jointly by Party A and Party C which is in compliance with the laws and regulations and this Agreement, and proceed the payment properly and promptly;
(6)	Safekeeping the relevant records, Trading Document and other materials for fund escrow according to the laws and regulations;
(7)	Establishing independent accounting book for the Escrow Property according to this Agreement, and proceeding the independent accounting with respect to the Escrow Property, and verifying the accounting result with Party A and Party C;

(8)	Compiling and submitting an escrow report of last Fiscal Year to Party A and Party C within 30 business days upon the end of each Fiscal Year;
(9)	Verifying the disclosure of financial information required by Party B in written through the process of management of the Escrow Property;
(10)	Verifying the Transfer Instruction, which means Party B shall review whether the Transaction Documents and Transfer Instruction are consistent, review whether the signatures on Transfer Instruction are consistent with the specimens, and review whether the usage of fund on Transfer Instruction is consistent with those on Transaction Documents, but Party B will not judge the authenticity or legality of the Transaction Documents;
(11)	Giving notice to Party A and Party C promptly, when confronted with the financial deterioration or other changes which will have impact on the fund escrow; and
(12)	Other obligations specified by the laws and regulations and this Agreement.

Article III. Party C’s Rights and Obligations

Party C’s rights include:

(1)	Checking and inspecting the management and operation of the Escrow Property by Party A;
(2)	Checking and inspecting the status and situation of the Escrow Property escrowed by Party B;
(3)	Verifying the independent accounting book for the Escrow Property provided by Party B and obtaining account statements, information and other data relevant to the Escrow Property directly from Party B without the need for prior consent from any party to this Agreement;

(4)	Reviewing the escrow report compiled and submitted by Party B; and
(5)	Other rights provided by the laws and regulations and this Agreement.

Party C’s obligations include

(1)	Ensuring the legitimacy of the usage of the Fund;
(2)	Providing assistance required by Party B regarding the Escrow Account and the Escrow Property, in compliance with laws and regulations and at the request of Party B;
(3)	Providing Party B with agreements and its amendments necessary for the maintenance of the Escrow Property in accordance with the terms hereof;
(4)	Ensuring Party C’s articles of association and any other legal documents executed in the name of Party C have no conflict with this Agreement;
(5)	Ensuring all the activities in relation to this Agreement are in compliance with the laws and regulations. Any disputes or issues arising from the execution and performance of other transaction documents have no relation with Party B; and
(6)	Other obligations specified by the laws and regulations and this Agreement.

Article IV. The Management and Use of Escrow Property

Opening and Management of Escrow Account

(1)

Within two working days after the effectiveness of this Agreement, Party A shall open an Escrow Account with the escrow section of Party B. Once the Escrow Account is opened, Party A will immediately deposit the amount of RMB [__________] into the Escrow Account. No one can withdraw cash from Escrow Account.

Information of Escrow Account

Account Name:___________________

Opening Bank: Rural Credit Cooperative of Binhai, Laishan District, Yantai City

Account Number:______________________________

(2)

The Escrow Account is opened and used for the purpose agreed hereunder and pursuant to that certain Second Amendment to the Notes to be entered between Party A and Party C concurrently with the funding of the Escrow Account. Neither Party A nor Party B can use the Escrow Account to conduct activities except that agreed hereunder.

(3)

The account name of Escrow Account is Party A’s company name. Party A shall apply with Party B to open a bank account and file account applications. Party A and Party C jointly manage the Escrow Account without seal requirement, when transferring the Fund, Party B shall conduct according to the Party A and Party C’s valid fax copy of Transfer Instruction jointly issued by both Party A and Party C.

During the term of this Escrow Agreement, Party A shall not cancel the Escrow Account or change the specimen without the consent of both Party B and Party C, otherwise, Party A shall undertake the losses of Escrow Property therefrom.

The Escrow Account should be managed in compliance with Administrative Rules for RMB Bank Settlement Account, Measures for Payment and Settlement, regulations from People’s Bank of China regarding interest rate management, and other regulations of People’s Bank of China and China Banking Regulatory Commission.

Party A shall not open securities account for the Escrowed Property, or use the Escrow Account as settlement account for securities trading fund.

Party A shall file the following documents and information to Party B (with copies to Party C) within 5 working days after the effectiveness of the Agreement:

(1)

Account opening documents of Escrow Account;

(2)

The list of Party A’s contactors and the authorized persons’ specimens;

(3)

Other documents or information required by depositary.

Party A will keep all originals documents and receipts of using the Fund on projects; and Party B and Party C will keep all copies (affixed with Party A’s chop) of foregoing documents and receipts.

Keeping company chops

The Party A’s chops include: company chop, financial chop, the private seal for legal representative (or authorized representative). Party A’s chops shall be kept by Party A itself.

The Party C’s chops include: company chop and the private seal of the person in charge (or authorized representative). Party C’s chops shall be kept by Party B itself.

Party B shall strictly separate the Escrow Property from the property owned by Party B and other property escrowed by Party B. Party B shall execute an account-divided management. Party B and Party C shall keep the operation information of Party A strict confidential, and they shall not disclose the property information of Party A to any third party in any way without the consent of Party A, except otherwise provided by laws and regulations or requirement by competent authorities.

When the Escrow Property is under effective control of other agency than the Depositary due to reasons not attributable to the Depositary, the Depositary shall not undertake the security escrow liability of the part of assets.

Article V. Sending, Confirmation and Execution of the Transfer Instruction

Party B shall transfer the Fund according to the Transfer Instruction issued by authorized persons designated by both Party A and Party C. Party A and Party C shall in good faith formulate and execute on Transfer Instructions such that (a) principal and interest due on the Notes may be paid in an orderly fashion in accordance with the terms of the Notes (as amended) or (b) the Escrow Property may be returned to Company A if principal and interest due on the Notes are otherwise satisfied from the resources of Party A or its affiliates which are not held in the Escrow Account.

The Designation and Change of the Authorized Persons to Transfer Instruction

(1)

The designation of authorized persons

Party A and Party C shall jointly provide Party B with a Notice Letter regarding Authorization of Transfer Instruction (see Exhibit I), which includes the name list of designated persons who have authority to send Transfer Instruction, states the authorization, provides the samples of reserved seals and signatures of authorized person. The written notice shall be affixed with Party A’s company chop and signed by Party A’s legal representative or its authorized representative as well as Party C’s legal representative or its authorized representative. Party B shall issue a receipt after receiving the foregoing notice and samples, and the notice will become into effect after Party A and Party C receive Party B’s receipts and confirm the receiving in writing.

(2)

Change of authorized persons

Where Party A or Party C changes the authorized person or terminates the authorization to the authorized person, Party A and Party C shall give Party B a change notice, which should be affixed with Party A’s company chop and signed by Party A’s legal representative or its authorized representative as well as Party C’s legal representative or its authorized representative in the form of fax at least three working days in advance, in the meantime, Party A and Party C shall provide Party B with the name, authorization, the new authorized person’s specimen. The change notice of authorized person will become into effect after Party A and Party C receive faxed receipts from Party B confirming receipt of the notice in writing. Party A shall deliver the original change notice to Party B within three working days hereafter. The original change notice should be in consistent with faxed copy, otherwise the faxed copy shall prevail; if the original is failed to be delivered on time, the faxed copy will prevail as well. Party B shall deliver the original receipt to Party A (with a copy to Party C) within three working days after faxing receipts. The original receipt should be consistent with the faxed copy, otherwise the faxed copy shall prevail; if the original is failed to be delivered on time, the faxed copy will prevail as well.

Party A shall not deny the effectiveness of instruction which is sent within the authorization scope of authorized person after going through the authorization procedure provided by the Agreement. Before the effectiveness of change notice provided by previous paragraph, the Transfer Instruction and other documents issued by original authorized person and accepted by Party B are still valid.

Sending and Confirmation of Transfer Instruction

(1)

A Transfer Instruction shall contain the following information: receiver, account opening bank, account number, amount of money, transfer method, purpose of use, reserved seal, signature of authorized person, date and others that should be contained in the instruction. The form of the Transfer Instruction is in Exhibit II.

(2)

The Transfer Instruction duly executed by Party A and Party C and any other relevant documents shall be sent to Party B by fax. After receiving the fax, Party B shall confirm with Party A and Party C by telegraph or fax on the receiving day. Party A keeps the original Transfer Instruction and other documents (with copies to Party C), and Party B keeps the fax copy of Transfer Instruction and copies of trading evidence documents which are affixed with Party A’s company chop and the signature of Party C’s legal representative or its authorized representative. The original Transfer Instruction should be in consistent with the fax copy, otherwise the fax copy will prevail.

(3)

For the Transfer Instruction, Party B shall immediately prudently verify the relevant contents, seals and signatures, to review whether the seals and signatures in the Transfer Instruction are in consistent with the reserved seals and signature samples, whether the instruction content is in consistent with Transaction Documents (referred as “surface consistency”), if any problem is found, Party B shall notify both Party A and Party C promptly. If Party B thinks that there is problem or the problem has not been resolved, Party B has right not to execute Party A’s instruction.

(4)

Party A shall leave no less than 2 business days for Party B to execute Transfer Instruction, if Party B fails to execute Transfer Instruction due to Party A’s failure of leaving enough time for Party B’s execution, Party B shall not undertake liabilities herein,

(5)

Party A shall make sure there is enough remaining deposit in the Escrow Account when Party A sends a Transfer Instruction to Party B, as to the Transfer Instruction which amount exceeds the amount of remaining deposit, Party B may refuse to execute the Transfer Instruction, but should notify Party A and Party C in writing promptly, Party A should be responsible for the loss herefrom.

The Transfer Instruction execution liability of Party B

(1)

If Party B executes transfer according to the Transfer Instruction, Party B shall not undertake any liability resulted from the execution of the instruction, Party A shall undertake all liabilities due to violation of laws and regulations or the Agreement, if the violations results in losses to Party B, Party A shall assume all liabilities of Party B’s losses. Party B shall undertake the liability for the Escrow Property interest loss due to Party B’s failure of correctly execution Party A’s instruction for Party B’s intentional misconduct or gross negligence, or Party B’s failure to conduct surface consistency review according to the Agreement.

(2)

Party B shall not engage in the Escrow Property transfer activity beyond the authorization confirmed by Transfer Instruction, if Party B deals with the escrow fund beyond the authorization confirmed by Transfer Instruction, Party B shall undertake losses therefrom, and all the benefits from the activity should be contributed to Escrow Property.

(3)

During the period the Escrow Property kept by Party B, if the Escrow Property is sealed up, frozen, deducted by competent authorities or confronted other situation and result in Party B’s failure to complete the transfer, Party B shall not undertake any liability.

Article VI. Calculation and Allocation of the Fees

Escrow Fees

The escrow fees payable to Party B hereunder shall be the deposit interest accrued during the period the Escrow Property is escrowed. The Transfer Instruction sent by Party A shall be limited to the original amount deposited in the Escrow Account, and the deposit interest of the escrow fund can not be transferred. Party B transfers the escrow fees at a lump sum at its own discretion to its designated account when the Escrow Account is liquidated.

Party A and Party C agree to equally share the legal expenses of Party C incurred during the negotiation of this Agreement. Except for the foregoing, Party A agrees to cover all the other expenses incurred to Party A and Party C for setting up and running the escrow account under this Agreement, including without limitation to the bank fees and escrow expenses.

Article VII. The Termination of the Escrow and the Liquidation of Escrow Property

The Termination of Escrow

The Escrow Account may be removed at any time by giving to Party B twenty working days’ prior notice in writing signed by both Party A and Party C. Notwithstanding the foregoing, Party A and Party C acknowledge and agree that a written notice executed by both parties terminating the Escrow Account shall be sent to Party B within 5 working days after such date that all principal and interest on the Notes is repaid in full from any source. Within ten working days upon sending the termination notice, Party A and Party C shall designate a successor bank account to receive the Fund. Party B shall, within ten working days after receiving the notice and verifying it, transfer the Fund to the successor bank account jointly designated by Party A and Party C. After receiving and verifying a certificate from Party A and Party C evidencing the Fund is received, Parry B may handle the cancellation of Escrow Account.

Liquidation of Escrow Property

When canceling the Escrow Account, Party B shall transfer all the remaining amount deposit in the Escrow Account to Party B’s designated account as the escrow fees, then the Escrow Account shall be empty. Thereafter, Party B shall cancel the Escrow Property, and the liquidation of Escrow Property ends.

Article VIII. Forbidden Activity

Both Parties shall not engage in any activity that violates laws and regulations and the Agreement.

Article IX. Confidentiality

Party A hereby promises that Party A will keep all policies, strategies, particulars for the escrow and the business and operation status of Party B obtained by Party A in accordance with this Agreement strictly confidential, and will instruct and direct the person who is familiar with the foregoing information by virtue of performing this Agreement, or who has the likelihood of accessing foregoing information, to keep such foregoing information strictly confidential as well. Without Party B’s prior written consent, Party A shall not disclose the foregoing information to any third party, however except otherwise required by the laws and regulations or by the competent authorities. Notwithstanding the foregoing, it is agreed that the existence and material terms of this Agreement, as well as copy of this Agreement, may be filed publicly by Party A pursuant to applicable laws, rules and regulations.

Party B hereby promises that it will keep all assets status and situation, business and corporate operation status of Party A and Party C, detail of the operation and management of the Escrow Property obtained by Party B in accordance with this Agreement strictly confidential, and will instruct and direct the person who is familiar with the foregoing information by virtue of performing this Agreement, or who has the likelihood of accessing the foregoing information, to keep such foregoing information strictly confidential as well. Without the prior written consent of Party A, Party B and Party C, any party shall not disclose such foregoing information to any third party, however except otherwise required by the laws and regulations or by the competent authorities.

Party C hereby promises that will keep all policies, strategies, particulars for the escrow and the business and operation status of Party B obtained by Party C in accordance with this Agreement strictly confidential, and will instruct and direct the person who is familiar with the foregoing information by virtue of performing this Agreement, or who has the likelihood of accessing the foregoing information, to keep such foregoing information strictly confidential as well. Party C will keep all assets status and situation, business and corporate operation status of Party A, detail of the operation and management of the Escrow Property obtained by Party C in accordance with this Agreement strictly confidential, and will instruct and direct the person who is familiar with the foregoing information by virtue of performing this Agreement, or who has the likelihood of accessing the foregoing information, to keep such foregoing information strictly confidential as well, except otherwise required by the laws and regulations or by the competent authorities.

Article X. Force Majeure and Others

If any party fails to perform this Agreement due to Force Majeure or other situations, such party’s liability can be exempted in part or in full depending on the impact of then situation.

When any party fails to perform this Agreement due to Force Majeure or other situations, such party will notify the other parties of such failure, provide the evidence on such impacts in a reasonable period, and adopt proper actions to prevent the other parties from the continuation of loss and to keep the Escrow Property intact.

Force Majeure means the objective situations which are unable to be foreseen, avoided and overcomed, including but not limited to warfare, natural disaster, terrorist attack and other situation jointly recognized by the parties.

Other situation includes but not limited to the change of laws and regulations, close of exchange, suspension of trading, internet and electricity accident and other situation jointly recognized by the parties.

Article XI. Default Liability

Any party under this Agreement that fails to perform or fulfill any obligation hereunder will be deemed as the defaulting party. The defaulting party shall be liable for the direct loss against the Escrow Property and other parties.

If any party fails to perform and fulfill this Agreement under the situation set forth in Article X, the liability of such party can be exempted in part or in full depending on the situation.

Article XII. Effectiveness, Modification and Termination

This Agreement will become into effective upon the signatures or seals of respective legal representative or authorized representative of Party A, Party B and Party C, with affixing the company chops or seals for contract, and will be terminated upon the liquidation and cancellation of the Escrow Account by the parties according to this Agreement.

Upon the effectiveness of the Agreement, unless otherwise specified under this Agreement, neither Party A nor Party B can at its sole discretion terminate this Agreement. If any modification or termination is necessary, it should be negotiated among Party A, Party B and Party C, and written agreement shall be made by all parties after negotiation.

Article XIII. Dispute Resolution and Miscellaneous

Any dispute arising from and related to this Agreement shall be resolved through the negotiation between Party A, Party B, and Party C. If the parties fail to resolve the disputes upon negotiations, they agree to resolve them in the manner stipulated in item (1) below:

(1) Applying to_China International Economic and Trade Arbitration Commission Shanghai Branch for arbitration; or

(2) Filing litigation or applying enforcement at the court where Party B is located.

In addition to the principal amount owed on the Notes by Party A, Party A is also responsible for payment of interest (which is about 12% of the outstanding principal amount divided by 4) that is due before April 5, 2012. Party A and Party C agree that the payment deadline for the interest due before April 5, 2012 is extended to April 30, 2012. This interest payment will be paid by Party A to an escrow account that has been set up by another bank, and this interest payment is not a part of Escrow Fund under this Agreement.

This Agreement has six (6) counterparts, two of which will respectively hold by Party A and Party B, and each of which has the same validity.

All the notices and communication shall be sent to:

(1)	If the notices and communication are sent to Party A,
	Yintai Shencaojishi Pharmaceuticals Co., Ltd.
	Addressee:	Qu Hongwei
	Address:	No.9 Tianzheng Road, Laishan District, Yantai City, Shandong Province
	Telephone:	(86) 535 – 6763608
	Mobile:	(86) 18660550950
(2)	If the notices and communication are sent to Party B,
	Rural Credit Cooperative of Laishan District, Yantai City
	Addressee:	Yang Yuxia
	Address:	No. 27 Yinhai Road, Laishan District, Yantai City, Shandong Province
	Telephone:	(86) 535 - 6898288
(3)	If the notices and communication are sent to Party C,
	Addressee:	Gordon McBean
		Euro Pacific Capital, Inc.
	Address:	1201 Dove Street, Ste. 200
		Newport Beach, California 92660
		United States
	Telephone:	(1) 800 ###-###-####
	Mobile:	(1) 949 ###-###-####
	Fax:	(1) 949 ###-###-####

(signature page below)

Party A (Chop)Yantai Shencaojishi Pharmaceuticals Co., Ltd.

Legal Representative or Authorized Representative: Qu Hongwei

Party B (Chop): Rural Credit Cooperative of Laishan District, Yantai City:

Legal Representative or Authorized Representative: : Wang Yingcheng

Party C (Chop) EURO PACIFIC CAPITAL, INC.

Legal Representative or Authorized Representative: Gordon McBean, President

Exhibit I

Notice Letter Regarding Authorization of Transfer Instruction

Rural Credit Cooperative of Laishan District, Yantai City:

No portion of the Escrow Property may be distributed by Rural Credit Cooperative of Laishan District, Yantai City unless it has received and confirmed prior joint written instructions by the authorized representatives of both Yantai Shencaojishi Pharmaceuticals Co., Ltd. (“Party A”)and Euro Pacific Capital, Inc. (“Party c”).

From the opening date of ______Escrow Account to the completion date of the account liquidation, unless there is change on the legal and effective authorization document, the authorized persons and their authorizations of Transfer Instruction for the management and use of Escrow Property sent by the Company to you are as follows:

Authorized Persons and Authorizations

(1)	The authorized persons handling the Transfer Instruction:
	Party A:_____
	Party C:_____
(2)	The authorized persons verifying the Transfer Instruction:
	Party A:_____
	Party C:_____
(3)	The Accountant in charge verifying the Transfer Instruction:
	Party A:_____
	Party C:_____

The signature samples of authorized persons of Transfer Instruction:

(signature)	(signature)
[Person from Party A]	[Person from Party C]

The reserved seal sample of authorized person of Transfer Instruction:

(Company Chop)

Legal Representative (Authorized Representative):

(Date)

Exhibit II

Transfer Instruction

Code No.:

Rural Credit Cooperative of Laishan District, Yantai City:

Please transfer according to following receiver, account opening bank, account number, transfer date, transfer amount.

Liquidation Date		Latest Time of Account Arriving
Receiver
The Account Opening Bank of Receiver		Account NO. of Receiver
Payer		Account NO. of Payer
Transfer Amount (in words)		Currency	Renminbi
Transfer Amount(in capital)
Purpose of Use:
Remark:	Contract No.:
Reserved Seal: Handled by: Checked by: Approved by: