Fufeng Jinqiu Printing & Packaging Co., Ltd. The Shareholders Of Fufeng Jinqiu Printing & Packaging Co., Ltd. AND Asia Packaging & Printing, Inc. AGREEMENT ON ENTRUSTMENT FOR OPERATION AND MANAGEMENT (Unofficial Translation) April 22 , 2010 CHINA Agreement on Entrustment for Operation and Management

Fufeng Jinqiu Printing & Packaging Co., Ltd.

The Shareholders Of Fufeng Jinqiu

Printing & Packaging Co., Ltd.

AND

Asia Packaging & Printing, Inc.

 

(Unofficial Translation)

April 22 , 2010

CHINA

 

Party A:  (the commissioning Party)

Registered Address: Baoji City Fufeng County, Shangsong Village

Legal Representative: Yongming Feng

 

Party A:

 

Yongming Feng	610324195503034012
Jinhao Zhang	610403198908013014
Jingfeng Chen	610403198706010552
Xining Chen	610431196501260626
Zhichao Zhai	610324194212232014
Deping Li	610324195306284039
Maicheng Liu	610324196508010532
Ronghui Xu	610403198007060016
Penghui Feng	610324198602064077
Yongning Zhang	610303197607134218

 

Party B: (the commissioned Party)

 

Registered Address: Maryland , USA

Legal Representative: Michael Segal

 

 

 

WHEREAS:

 

1. As of the date of this Agreement, Party A and Party B are shareholders of Baoji Jinqiu Printing & Packaging Co., Ltd. (the “Baoji Jinqiu”) and collectively legally hold all of the equity interest of Baoji Jinqiu (Party A with 100% assets and operation own 68% Baoji Jinqiu; Party B cash own 32% of Baoji Jinqiu).

 

2. Party B is rich experienced in the management and marketing of Printing & Packaging enterprise.

 

3. Party A agrees to entrust 68% ownership of Baoji Jinqiu to Party B including all management and administration right. Party B is willing to accept this entrustment.

 

Both parties reach on the following terms unanimously and sign on April 22 , 2010 through friendly negotiation.

 

 

Party A agrees to exclusively entrust the operation and management of Baoji Jinqiu to Party B. Party B accept such entrustmen and perform its management right pursuant to the laws and this agreement untill the expiration of the term set forth in Article 5 and shall be fully responsible for the management of Baoji Jinqiu.

 

 

The entrustment matter shall include:

 

2.1 The operation of Baoji Jinqiu which include the daily operation and management and outward affairs of it;

 

2.2 Recruitment and professional training of the management staff of Baoji Jinqiu ;

 

2.3 Collecting Printing & Packaging information and organizing source of raw materials;

 

2.4 Choosing distributors for the sales of the products manufactured by Party A;

 

2.5 The management of all of the cash flows of Baoji Jinqiu through a bank account opened by Baoji Jinqiu which is controlled by Party B;

 

2.6  The decisions regarding the use of funds in the bank account in which Baoji Jinqiu shall deposit;

 

2.7  The control of all assets of Baoji Jinqiu and the right to dispose of assets;

 

2.8  Hire management and administrative personnel and control decisions relating to entering and performing customer contracts and other instruments;

 

2.9  The right to appoint the composition of the independent board of directors of Baoji Jinqiu;

 

2.10  Other matters in the daily operation and management of Baoji Jinqiu.

 

 

 

3.1 Respecting the management of Party B and not interfering with the management of Party B within the scope of this Agreement;

 

3.2 Assist oppointing directors, chairman of directors, vice chairman of directors and supervisor as nominated by Party B;

 

3.3 Appointing general manager ,vice general manager, financial chief and other senior management as nominated or designated by Party B;

 

3.4 The opening of a bank account which Party B shall have the full right to use in its discretion. All funds of Baoji Jinqiu including all revenue and all payments of funds shall be disbursed through this account;

 

3.5 Paying management fee as agreed;

 

3.6 Without the written permit of Party B, not carrying out any transactions that may severely influence its assets, liabilities, shares and/or operation;

 

3.7 Not entrusting any third party with the rights authorized to Party B within the term of this Agreement;

 

3.8 Hand over to Party B for entrustment all business materials, business liceness and corporate seal.

 

 

4.1 Notifying Party A in writing on the operation and management monthly, in order for Party A to know the operation of the company on time.

 

4.2 Nominating appropriate persons to serve as all directors, chairman, vice chairman, and supervisor.

 

4.3 Nominating the person deemed appropriate to serve as the general manager.

 

4.4 The general manager nominated by Party B shall to meet the demand of operation and management of Baoji Jinqiu, designate competent persons to be served as Vice general manager, financial chief and other senior officers.

 

 

The term of the commission shall be from the effective date of this Agreement until either the business of Baoji Jinqiu terminates or Party B exercises its option to acquire all of the assets or equity of Baoji Jinqiu.

 

 

Within the valid term of this agreement, Party B takes all Party A’s assets ownership and income ownership related with this equity under this agreement.

 

 

Both parties shall bear taxes arising from the exchange hereunder imposed by the Chinese government respectively.

 

 

 

8.1 Any Party`s breaching any terms, warrants and commitments of this Agreement shall constitute breach, and such party shall compensate the other for losses arising herefrom.

 

8.2 Without the written consent of the other party, neither party shall terminate or postpone the performance of each obligation hereunder on its own.

 

8.3 Under the circumstance that violate the terms, unless otherwise provided by Chinese compulsory laws, Party B shall not Bear any liabilities arising from the operation of Party A.

 

 

9.1 “Confidential information”: technical materials, commercial information and other information marked as “interior material” disclosed by one party to the other during the performance of this contract.

 

9.2 Both parties warrant that they shall not use or disclose the confidential information of the other party for any other purposes other than this contract or to a third party. Both parties may use the confidential information of the other only for performing this contract.

 

9.3 Both parties agree that the disclosing party is the owner of the confidential information. Upon the termination or expiration of this contract, the receiving party shall promptly return all confidential information provided by the disclosing party or destroy all confidential information as requested by the disclosing party.

 

9.4 Where the confidential information of one party is revealed due to the fault of the other party (including its employees), the faulty party shall compensate the other for all losses arising herefrom.

 

9.5 Both parties agree that the term for the confidentiality obligation of both parties shall be the effective term of this contract three years following the expiration of the contract.

 

9.6 This article constitutes independent confidentiality agreement. The obligations agreed in this Article shall survive the termination of this contract.

 

Article 10. Force Majeure

 

10.1 Where any party is unable to perform its obligation hereunder on the agreed conditions due to the event of force majeure. Such party shall promptly notify the other of relevant circumstance, and provide effective certificate of force majeure within 15 days.

 

10.2 The force majeure stated in this Agreement refers to any unpredictable, unavoidable and undefeatable objective circumstance, including but not limited to natural disaster, explosion, fire flood, war, rebellion, riot, epidemic and administrative measures and orders . It is not force majeure where the company is punished, closed or suspending operation due to violation by Party B.

 

10.3 The influencing party shall be exempted from relevant responsibilities within the influence of the force majeure.

 

10.4  Where the force majeure lasts for over 60 days, both parties shall settle the performance of this Agreement thereafter through friendly negotiation. Where negotiation fails within 10 days extended, both parties shall have the right to dissolve this Agreement.

 

 

The effectiveness, interpretation and performance of this Agreement shall be governed by the laws of the People’s Republic of china.

 

 

Any dispute arising from the performance fo this Agreement shall be resolved through negotiation by both parties. Where negotiation fails, any party is entitled to launch a lawsuit to the people`s court of jurisdiction.

 

 

13.1 This Agreement is made in duplicate, with each party holding one , equally binding upon both parties.

 

13.2 This Agreement is executed by the representative of both parties on the date first above written and comes into effect on such date.

 

 

In witness whereof, each Party has caused its representative to sign this Agreement on the date first above written.

 

 

Legal Representative /Authorized Representative (Signature)

 

 

Legal Representative /Authorized Representative (Signature)

 

 

 (Stamped)

 

Shareholders of Party A hereby accept this Agreement and specifically agree to be subject to Article 3.2 of this Agreement.

(Signature)

 

Yongming Feng	/s/ Yongming Feng
Jinhao Zhang	/s/ Jinhao Zhang
Jingfeng Chen	/s/ Jingfeng Chen
Xining Chen	/s/ Xining Chen
Zhichao Zhai	/s/ Zhichao Zhai
Deping Li	/s/ Deping Li
Maicheng Liu	/s/ Maicheng Liu
Ronghui Xu	/s/ Ronghui Xu
Penghui Feng	/s/ Penghui Feng
Yongning Zhang	/s/ Yongning Zhang