\f THE MEMORANDUMOF UNDERSTANDING FOR ECONOMICCOOPERATION

合作意向书

THE MEMORANDUM OF UNDERSTANDING

FOR ECONOMIC COOPERATION

本意向书订立于2012年6月1日。

THIS MEMORANDUM OF UNDERSTANDING (“MOU”) is made on 1^st June, 2012.

签署双方 Between:

吴晓凤（以下简称甲方）

Wu Xiaofeng (“Party A”), of NO.1098, the North Guangzhou Avenue, Tianhe District, Guangzhou City.

及 And

美国一力农业公司集团公司（公司编号C3048-1974)（以下简称乙方）

一间在美国内华达州注册成立的公司，于美国OTC场外交易市场OTCQB版挂牌上市公司。

驻广州代表处的地址：中华人民共和国广东省广州市天河区林和西路9号耀中广场B座3711室

法定代表人：Solomon Lee （李业勤）              职务：董事                国籍：澳洲

Sino Agro Food, Inc. (Corporation No. C3048-1974) (“Party B”), a company incorporated in Nevada, the United States of America, and having its representative office at Room 3711, Block B China Shine Plaza, No. 9, Linhexi Road, Tianhe District, Guangzhou, the People’s Republic of China.

Legal representative : Mr. Solomon Lee, a director.

（以下甲、乙两方简称甲乙双方）。

(Party A and Party B are hereinafter referred to as “the Parties” collectively),

鉴于 Whereas：

Party A is the registered owner of a company incorporated in China and named Guangzhou City Wang Xiangcheng Enterprise Management Consulting Co., Ltd. (of the Fifth of No. 154 Jiangnan Avenue, Haizhu District, Guangzhou City, Guangdong Province of the People’s Republic of China. Legal representative : Ms. Wu Xiaofeng) (“the Company”). The Company is the developer and franchisor of a restaurant chain under the name and style of “Leonie”, and having operation in Malaysia and Guangzhou City of China.

The Company commenced its aforesaid restaurant chain business in Guangzhou City about a year ago, and it is planning to establish over 50 such restaurant chain outlets by the end of 2013.

The Company has set up a central factory/kitchen supplying semi prepared food to its restaurant chain outlets.

The net asset value of the Company as reflected in its management account as at 31^st May 2012 was RMB 45 million (equivalent to US$7.15 million).

Party B through its subsidiaries in China has been supplying beef meat, HU flower and fish to the Company’s restaurant chain outlets. In view of the fact that the qualities of the products so supplied were well received by the patrons of the Company, Party B is of the belief that the cooperation between Party B and the Company will have synergistic potential beneficial to both Party and the Company.

Therefore, upon basis of fairness and mutual benefit, and the Parties hereby agree to enter into this Memorandum of Understanding (“MOU”) in accordance with the laws of the People’s Republic of China and other relevant regulations.

现在兹以下协议，双方同意如下：

NOW IT IS HEREBY AGREED by the parties hereto as follows :-

Party A hereby grants an option to Party B to acquire up to 51% of the shareholding in the Company (“the Option”) within 2 years from the date hereof, subject to the attainment by the Company of the following performance results:

The consideration for the acquisition of the aforesaid shareholding in the Company by Party B shall be 1.25 times of the Net Tangible Asset of the Company at the time of exercise of the Option.

At the time of signing this MOU, Party B shall advance a loan of RMB7 million to the Company. Should the Company fail to attain the performance results as foresaid as at 30^th April 2013, Party B shall have the right to demand repayment of the aforesaid loan and, in which event, the Company shall repay to Party B the aforesaid loan within 14 days from the date of receipt of Party B’s demand for repayment thereof.

Party B shall on or before 7^th May 2013 advance to the Company another loan of RMB7 million. The aforesaid loan totaling RMB14 million shall then be regarded as the payment towards the acquisition consideration for the 51% shareholding in the Company.

Prior to the exercise of the Option by Party B as prescribed herein (whether orally or in writing), Party B or its subsidiaries shall be appointed as the principal suppliers in beef meat, HU flower and seafood to the Company.

The parties hereto may communicate with each other by, but not limited to, the telegraph, telephone, mail, fax, e-mail, MSN, QQ, telex and other effective means agreed by both parties, but any matter concerning the rights and obligations of the parties hereto should be conveyed to the other party in writing. The addresses of Party A and Party B as stated in this MOU shall be the postal addresses of the parties hereto. 

This MOU may not be varied or amended unless such variations or amendment shall be expressly agreed to in writing by the Parties.

Unless mutully agreed, neither party to this MOU shall directly or indirectly disclose the terms of this MOU to any third party.

2012年6月1日

1^st June, 2012