XiamenYikoule Catering Distribution Co., Ltd.

Whereas, Xiamen Yikoule Catering Distribution Co., Ltd. (hereinafter the Company) is a limited liability company established on incorporation in accordance with Company Law of the People’s Republic of China. The registered capital is RMB 1 million, and paid-in capital is RMB 1 million. Party A hereby intends to transfer to Party B as per conditions stipulated hereof in the Agreement its 5% shares with full equity rights in the Company (with subscription of RMB 50,000.00 in the registered capital, and paid-in contribution of RMB 50,000.00 to the registered capital). This Agreement is signed by and between the Parties on full negotiations on the principles of free will, equality, fairness, honesty and creditability, with terms and conditions as follow:

Article 1  Object and price of transfer, mode of payment

1. Party A agrees to transfer the shares of 5%it holds in Xiamen Yikoule Catering Distribution Co., Ltd. (with subscription of RMB 50,000.00 in the registered capital, and paid-in contribution of RMB 50,000.00 to the registered capital) to Party B at a total price of RMB 14,000.00, and Party B agrees to purchase such on the price and conditions stipulated hereof.

2. Party B agrees to pay by cash to Party A within sixty (60) days after signing of the Agreement the transfer charges of RMB 14,000.00 in a lump sum.

1. Party A guarantees that, the shares it transfers to Party B are the equity shares it fully paid in to Xiamen Yikoule Catering Distribution Co., Ltd., and are equity rights Party A legally owns, to which Party A has full power of disposal. Equity rights over said shares are not subject to any bank freezing, auction, or under any mortgage, pledge, guaranty or prone to and defect which may harm the rights and interests of the transferee, and that, Party A shall not dispose such shares by way of transfer, donation, mortgage, or pledge or any other way which may infringe interests of Party B before completion of transaction of the transfer agreed hereof. There is no any major debt, legal proceeding, claim or liability, existent or potential, with the Company, which the transferor has not disclosed to the transferee, otherwise, Party A shall be liable for all liabilities caused thereof.

2. Party A guarantees that, all other shareholders of the Company have quit their preemption right for the shares transferred as agreed hereof.

3. Party B after accepting the shares Party A transfers shall enjoy all pertinent shareholders’ rights and obligations pertaining to said shares as per stipulations of the Articles of Association of Xiamen Yikoule Catering Distribution Co., Ltd.

4. Party B acknowledges and accepts the Articles of Association of Xiamen Yikoule Catering Distribution Co., Ltd., and undertakes performance of all rights and obligations it shall have as a shareholder as stipulated in the Articles of Association.

Article 3  Sharing of gain and loss

After change registration is complete according to law, Party B shall be a shareholder of Xiamen Yikoule Catering Distribution Co., Ltd., and share both the profits and deficits of the Company as per the Articles of Association.

Article 4  Charges on share transfer, and sharing of charges

All charges on the share transfer (inclusive of handling charges and tax levies) shall be borne solely by Party B.

Article 5  Amendment to and cancellation of Agreement

Before registration of share transfer is complete, the Agreement may be amended or cancelled in any of followings cases, however, both Parties shall sign written agreement on such amendment or cancellation thereupon:

1. Any force majeure event or any external cause not attributable to the fault of either Party but proved to be unavoidable caused the Agreement unperformable.

2. Either Party becomes incapable for substantial performance of Agreement.

 

3. Breach of contract by either or both Parties seriously impairs economic interests of the non-breaching Party and renders performance of Agreement unnecessary.

4. In any substantial change of contracting conditions the Parties agree to amend or cancel the Agreement.

Article 6  Breach of contract

The Agreement is equally binding with legal forces over either Party and, in case either Party fails to perform any of its obligations or guarantees under the Agreement, unless it is exempt from liability for such fault by law, the breaching Party shall pay to the non-breaching Party a default fine equivalent to 2% over the share transfer prices and, where there is any loss caused to the non-breaching Party, and such loss is larger than the default fine in amount, the breaching Party shall be liable for the amount in excess of the default fine.

1. For any dispute arising over the validity, performance, breach or cancellation of Agreement, the Parties shall negotiate for settlement on agreement.

2. Where agreement is not reached through negotiation, either Party may refer the dispute to arbitration or lodge legal proceeding with the people’s law court.

Article 8  Governing law

All matters concerning existence, validity, performance as well as rights and obligations, of the Agreement and all pertinent documents on which the Agreement is valid, shall be governed and interpreted with laws of the People’s Republic of China.

Article 9  Date and place of signing

The Agreement is signed and executed by the Parties on April 16, 2009 at the Conference Room, 4/F, Xue Ye Building, Chuang Ye Park, Xiamen Torchlight Hi-Tech Zone.

Article 10  Conditions for validity of Agreement

The Agreement comes to effect the day of signing.

Article 11  The Agreement is made in quadruplicate, one copy for Party A and Party B each, one copy for filing at the Administration of Industry & Commerce, and one copy for filing of Xiamen Yikoule Catering Distribution Co., Ltd., each copy with equal legal forces.

Whereas, Xiamen Yikoule Catering Distribution Co., Ltd. (hereinafter the Company) is a limited liability company established on incorporation in accordance with Company Law of the People’s Republic of China. The registered capital is RMB 1 million, and paid-in capital is RMB 1 million. Party A hereby intends to transfer to Party B as per conditions stipulated hereof in the Agreement its 95% shares with full equity rights in the Company (with subscription of RMB 950,000.00 in the registered capital, and paid-in contribution of RMB 950,000.00 to the registered capital). This Agreement is signed by and between the Parties on full negotiations on the principles of free will, equality, fairness, honesty and creditability, with terms and conditions as follow:

Article 1  Object and price of transfer, mode of payment

1. Party A agrees to transfer the shares of 95%it holds in Xiamen Yikoule Catering Distribution Co., Ltd. (with subscription of RMB 950,000.00 in the registered capital, and paid-in contribution of RMB 950,000.00 to the registered capital) to Party B at a total price of RMB 266,000.00, and Party B agrees to purchase such on the price and conditions stipulated hereof.

2. Party B agrees to pay by cash to Party A within sixty (60) days after signing of the Agreement the transfer charges of RMB 266,000.00 in a lump sum.

Article 2  Guarantees

1. Party A guarantees that, the shares it transfers to Party B are the equity shares it fully paid in to Xiamen Yikoule Catering Distribution Co., Ltd., and are equity rights Party A legally owns, to which Party A has full power of disposal. Equity rights over said shares are not subject to any bank freezing, auction, or under any mortgage, pledge, guaranty or prone to and defect which may harm the rights and interests of the transferee, and that, Party A shall not dispose such shares by way of transfer, donation, mortgage, or pledge or any other way which may infringe interests of Party B before completion of transaction of the transfer agreed hereof. There is no any major debt, legal proceeding, claim or liability, existent or potential, with the Company, which the transferor has not disclosed to the transferee, otherwise, Party A shall be liable for all liabilities caused thereof.

The Agreement is equally binding with legal forces over either Party and, in case either Party fails to perform any of its obligations or guarantees under the Agreement, unless it is exempt from liability for such fault by law, the breaching Party shall pay to the non-breaching Party a default fine equivalent to 2% over the share transfer prices and, where there is any loss caused to the non-breaching Party, and such loss is larger than the default fine in amount, the breaching Party shall be liable for the amount in excess of the default fine.

Article 3  Business Scope: 1. Catering Distribution (operation by branches only); 2. Food & beverage management consultation; 3. Growth & sales of fruits, vegetables, flowers and seedlings; rearing and sales of livestock and poultry (operation by branches only).

Article 4  The Company retains the rights for amendment of the Articles of Association and change to the business scope, whereas registration is required for such. Projects included in the Business Scope which require approvals according to laws and administrative regulations shall be subject to approval according to law.

The supervisor shall serve a tenure of three (3) years, and upon expiry of which renew the post. All expenses for the supervisor in performing his/her duties and powers shall be borne by the Company.

Neither the Managing Director nor any senior managerial staff shall serve concurrently as the supervisor of the Company.

Article 17  Any person in any of followings cases may not serve as the managing director, supervisor, or senior managerial staff of the Company:

1. any who is incompetent or has limited capacity for civil conduct;

2. any who has served less than five (5) years then for the fixed-term imprisonment ordered for any act of graft, bribery, embezzlement of property, misappropriation of property, or impairment to socialist market order, or is within five (5) years of service for deprival of political rights for any act of crime;

3. any who serving as the director or factory head or manager of a business firm or enterprise which went to bankruptcy was personally responsible to said bankruptcy, and is still within three (3) years since the completion of liquidation of said firm or enterprise upon bankruptcy;

Article 18  The legal representative of the Company shall be acted by the Managing Director. Where the legal representative is in any of the situations as may prevent him/her from serving as the legal representative according to laws, ordinances, regulations of the State Council, or other prohibition stipulations concerned, the shareholder shall dismiss him/her from the post and power of legal representative.

 

In case of change in the legal representative, registration shall be handled for the change.

Article 19  Shareholder of the Company may transfer all or part of its shares in the Company according to law.

Article 20  In case of share transfer of shareholder, registration of change shall be handled within thirty (30) days after transaction of the transfer.

Article 21  The Company shall set up internal financial and accounting systems in accordance with pertinent laws, administrative ordinances as well as rules and regulations of finance administrative authorities under the State Council. The Company shall formulate financial statement reports on ending of each fiscal year, which shall be subject to auditing of a certified public accountants firm.

Article 22  On distribution of after-tax profits, the Company shall make a reserve of ten percent (10%) over the profits for statutory provident funds. Where said funds amount above fifty percent (50%) of the registered capital of Company, the reserve is not made.

Article 31  Where the shareholder is unable to prove independence of Company’s assets from his/her personal properties, he/she shall be jointly liable for the debts of the Company.