EXCLUSIVE TECHNOLOGY CONSULTING AGREEMENT

 

This EXCLUSIVE TECHNOLOGY CONSULTING AGREEMENT (“Agreement”) is entered into as of September 30, 2010 (the “Effective Date”), by and between the following (each a “Party” and together the “Parties”):

 

(i)

Zi Bo Costar Information Consulting Co., Ltd., a wholly foreign-owned enterprise existing under the laws of the People’s Republic of China (“WFOE”), with its registered office at [ ], People’s Republic of China; and

 

(ii)

Zi Bo Jia Zhou Chemicals Co., Ltd. (淄博嘉周化工有限公司), a limited liability company existing under the laws of the Peoples’ Republic of China (“Jia Zhou”) , with its registered office at 1, Electric Power Road, Zhou Cun District, Zi Bo, People’s Republic of China.

 

Capitalized terms not otherwise defined have the meanings assigned to them in Appendix A to this Agreement, which is incorporated and made a part hereof by reference.

 

 

This Agreement is entered into with reference to the following facts:

 

A.           WFOE is a wholly-foreign owned enterprise duly incorporated and existing under the laws of the Peoples’ Republic of China (“PRC” or “China”), owned 100% by Gold Champ Consultants Limited, a company existing under the laws of Hong Kong SPA. WFOE has technology, experience and capability relevant to the production of chemical products and related activities, and technical staff experienced in operation of chemical factories and related services.

 

B.           Jia Zhou is a PRC limited liability company owned by Lu Feng (卢锋), Lu Ling Liang（卢令良）, Zhang Meng(张盟), and [HKCo] (each a “Shareholder” and together, the “Shareholders”). Jia Zhou holds licenses necessary for the production of phthalic anhydride and maleic anhydride. The business in which Jia Zhou is now and may in the future become inv olved is referred to as the “Business.”

 

NOW, THEREFORE, in consideration for the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged by the Parties, and through friendly consultation, under the principle of equality and mutual benefits, in accordance with the relevant laws and regulations of the People's Republic of China, the Parties agree as follows:

 

 

1.	Exclusive Technology Consulting and Other Services.

 

(a) During the Term of this Agreement, WFOE agrees to act as the exclusive technology consulting and related services provider to Jia Zhou, and Jia Zhou engages WFOE for that purpose. The scope of the services to be provided by WFOE to Jia Zhou under this Agreement (the “Services”) is set out in Appendix B.

 

(b) Jia Zhou agrees to accept the Services provided by WFOE in exchange for the payment of the Fee in accordance with Section 2, and agrees it will not accept the same or similar services from any other Person, during the Term of this Agreement.

 

2.	Fee for Services.

 

(a) In consideration for the Services to be provided to Jia Zhou by WFOE, Jia Zhou agrees to pay to WFOE a fee (the “Fee”) calculated at the amount equivalent to fifty percent (50%) of the Net Profit of Jia Zhou during the Term of this Agreement without giving effect to the payment under the other Business Cooperation Agreement.

 

(b) By that certain Equity Pledge Agreement between and among WFOE, the Shareholders and the Jia Zhou dated as of September 30, 2010, the equity holders of Jia Zhou have pledged the equity interests held by them in Jia Zhou to secure Jia Zhou’s payment of the Fee in accordance with this Agreement.

 

3.	Ownership of Intellectual Property.   All Intellectual Property created by WFOE in the course of providing the Services, will be the sole property of WFOE and Jia Zhou will have no right to any ownership or use of such Intellectual Property except under separate written agreement with WFOE.

 

4.	Representations and Warranties of Jia Zhou.  Jia Zhou hereby makes the following representations and warranties for the benefit of WFOE:

 

(a) Corporate Existence and Power.  Jia Zhou is a limited liability company duly organized and validly existing under the laws of the PRC, and has all corporate powers and all governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted and as currently contemplated to be conducted and as currently contemplated to be conducted.  Jia Zhou has never approved, or commenced any proceeding or made any election contemplating, the dissolution or liquidation of Jia Zhou or the winding up or cessation of the business or affairs of Jia Zhou.

 

(b) Authorization; No Consent.   Jia Zhou  has taken all necessary corporate actions to authorize its execution, delivery and performance of this Agreement and all related documents and has the corporate power and authorization to execute, deliver and perform this Agreement and the other related documents;  has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the other related documents and to perform their obligations under this Agreement and the other related documents;  is not required to give any notice to or obtain any Consent from any Person in conn ection with the execution and delivery of this Agreement or the consummation or performance of any of the exclusive cooperation arrangement contemplated under this Agreement except for any notices that have been duly given or consents that have been duly obtained; and  holds all the governmental authorizations necessary to permit Jia Zhou to lawfully conduct and operate its business in the manner it currently conducts and operates such business and to permit Jia Zhou to own and use its assets in the manner in which it currently owns and uses such assets. To the best knowledge of Jia Zhou, there is no basis for any governmental authority to withdraw, cancel or cease in any manner any of such governmental authorizations.

 

 

(c) No Conflicts. The execution and perform of this Agreement by Jia Zhou will not contravene, conflict with, or result in violation of  any provision of the organizational documents of Jia Zhou;  resolution adopted by the board of directors or the shareholders of Jia Zhou; and  any laws and regulations to which Jia Zhou or the exclusive cooperation arrangement contemplated in this Agreement is subject.

 

5.	Representations and Warranties of WFOE.  WFOE hereby makes the following representations and warranties for the benefit of Jia Zhou and the Shareholders:

 

(a) Corporate Existence and Power.  WFOE  is a foreign invested company duly organized and validly existing under the laws of the PRC, and has all corporate powers and all governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted and as currently contemplated to be conducted and as currently contemplated to be conducted; and  has not ever approved, or commenced any proceeding or made any election contemplating, the dissolution or liquidation of WFOE or the winding up or cessation of the business or affairs of WFOE.