Common use of Entrusted Management Clause in Contracts

Entrusted Management. 1.1 Party A agrees to entrust the management of Shandong Taiying to Party B pursuant to the terms and conditions of this Agreement. Party B agrees to manage Shandong Taiying in accordance with the terms and conditions of this Agreement. 1.2 The term of this Entrusted Management Agreement (the “Entrusted Period”) shall be from the effective date of this Agreement to the earlier of the following: (1) the winding up of Shandong Taiying, or (2) the termination date of this Entrusted Management Agreement to be determined by the Parties hereto, or (3) the date on which Party B completes the acquisition of all of the equity interests of Shandong Taiying. 1.3 During the Entrusted Period, Party B shall be fully and exclusively responsible for the management of Shandong Taiying. The management service includes without limitation the following: (1) Party B shall be fully and exclusively responsible for the operation of Shandong Taiying, which includes the right to appoint and terminate Shandong Taiying’s members of Board of Directors and the right to hire managerial and administrative personnel etc. Party A or its voting proxy shall make a shareholder’s resolution and a Board of Directors’ resolution based on the decision of Party B. (2) Party B has the full and exclusive right to manage and control all cash flow and assets of Shandong Taiying. Shandong Taiying shall open an entrusted account or designate an existing account as an entrusted account. Party B has the full and exclusive right to decide the remittance and repatriation of the funds in the entrusted account. The authorized signature of the account shall be appointed or confirmed by Party B. All of the funds of Shandong Taiying shall be kept in this account, including but not limited to its existing working capital and accounts receivable. All payments of funds shall be disbursed through this entrusted account, including but not limited to the payment of all existing accounts payable, operating expenses, payment of employees salaries and purchase of assets. All revenues from its operation shall be kept in this account. (3) Party B shall have the full and exclusive right to control and administrate all financial affairs and daily operation of Shandong Taiying, such as entering into and performance of contracts, and payment of taxes etc. 1.4 As consideration for the services provided by Party B hereunder, Party A shall pay an entrusted management fee to Party B. The entrusted management fee shall be as follows: during the term of this agreement, the entrusted management fee shall equal to Shandong Taiying’s earnings before corporate income tax, being the monthly revenues after deduction of operating costs, expenses and other legal taxes. If such earnings after deduction of operating costs, expenses and other legal taxes are zero or negative, Shandong Taiying is not required to pay the entrusted management fee; if Shandong Taiying sustains losses, all such losses will be carried over to the following month(s) and deducted from the following month(s)’ entrusted management fee. Both Parties shall calculate, and Party A shall pay, the monthly entrusted management fee within 20 days of the next month. 1.5 Party B shall assume all operation risks out of the entrusted management of Shandong Taiying and bear all losses of Shandong Taiying. If Shandong Taiying has no sufficient funds to repay its debts, Party B is responsible for paying off these debts on behalf of Shandong Taiying; if Shandong Taiying’s net assets are lower than its registered capital, Party B is responsible for funding the deficit.

Entrusted Management. 1.1 Party A agrees to entrust the management of Shandong Taiying Wuhan Fengze to Party B pursuant to the terms and conditions of this Agreement. Party B agrees to manage Shandong Taiying Wuhan Fengze in accordance with the terms and conditions of this Agreement. 1.2 The term of this Entrusted Management Agreement (the “Entrusted Period”) shall be from the effective date of this Agreement to the earlier of the following: (1) the winding up of Shandong TaiyingWuhan Fengze, or (2) the termination date of this Entrusted Management Agreement to be determined by the Parties hereto, or (3) the date on which Party B completes the acquisition of all of the equity interests of Shandong TaiyingWuhan Fengze. 1.3 During the Entrusted Period, Party B shall be fully and exclusively responsible for the management of Shandong TaiyingWuhan Fengze. The management service includes without limitation the following: (1) Party B shall be fully and exclusively responsible for the operation of Shandong TaiyingWuhan Fengze, which includes the right to appoint and terminate Shandong Taiying’s Wuhan Fengze, members of Board of Directors and the right to hire managerial and administrative personnel etc. Party A or its voting proxy shall make a shareholder’s resolution and a Board of Directors’ resolution based on the decision of Party B. (2) Party B has the full and exclusive right to manage and control all cash flow and assets of Shandong Taiying. Shandong Taiying Party A. Wuhan Fengze shall open an entrusted account or designate an existing account as an entrusted account. Party B has the full and exclusive right to decide the remittance and repatriation use of the funds in the entrusted account. The authorized signature of the account shall be appointed or confirmed by Party B. All of the funds of Shandong Taiying Wuhan Fengze shall be kept in this account, including but not limited to its existing working capital and purchase price received from selling its production equipment, inventory, raw materials and accounts receivable. All receivable to Party B (if any), all payments of funds shall be disbursed through this entrusted account, including but not limited to the payment of all existing accounts payable, payable and operating expenses, payment of employees salaries and purchase of assets. All , and all revenues from its operation shall be kept in this account. (3) Party B shall have the full and exclusive right to control and administrate all the financial affairs and daily operation of Shandong TaiyingWuhan Fengze, such as entering into and performance of contracts, and payment of taxes etc. 1.4 As consideration for the services provided by Party B hereunder, Party A shall pay an entrusted management fee to Party B. B which shall be equal to the earnings before tax (if any) of Wuhan Fengze. The entrusted management fee shall be as follows: during the term of this agreement, the entrusted management fee shall equal to Shandong TaiyingWuhan Fengze’s estimated earnings before corporate income tax, being the monthly revenues after deduction of operating costs, expenses and other legal taxes. If such the earnings after deduction of operating costsbefore tax is zero, expenses and other legal taxes are zero or negative, Shandong Taiying Wuhan Fengze is not required to pay the entrusted management fee; if Shandong Taiying Wuhan Fengze sustains losses, all such losses will be carried over to the following month(s) next month and deducted from the following month(s)’ next month’s entrusted management fee. Both Parties shall calculate, and Party A shall pay, the monthly entrusted management fee within 20 days of the next month. 1.5 Party B shall assume all operation risks out of the entrusted management of Shandong Taiying and bear all losses of Shandong Taiying. If Shandong Taiying has no sufficient funds to repay its debts, Party B is responsible for paying off these debts on behalf of Shandong Taiying; if Shandong Taiying’s net assets are lower than its registered capital, Party B is responsible for funding the deficit.following

Entrusted Management. 1.1 Party A agrees to entrust the management of Shandong Taiying Shangri-La Group to Party B pursuant to the terms and conditions of this Agreement. Party B agrees to manage Shandong Taiying Shangri-La Group in accordance with the terms and conditions of this Agreement. 1.2 The term of this Entrusted Management Agreement (the “Entrusted Period”) shall be from the effective date of this Agreement to the earlier earliest of the following: (1) the winding up of Shandong TaiyingShangri-La Group, or (2) the termination date of this Entrusted Management Agreement to be determined by the Parties hereto, or (3) the date on which Party B completes the acquisition of all of the equity interests of Shandong TaiyingShangri-La Group. 1.3 During the Entrusted Period, Party B shall be fully and exclusively responsible for the management of Shandong TaiyingShangri-La Group. The management service includes without limitation the following: (1) Party B shall be fully and exclusively responsible for the operation of Shandong TaiyingShangri-La Group, which includes the right to appoint and terminate Shandong Taiying’s Shangri-La Group, members of Board of Directors and the right to hire managerial and administrative personnel etc. Party A or its voting proxy shall make a shareholder’s resolution and a Board of Directors’ resolution based on the decision of Party B. (2) Party B has the full and exclusive right to manage and control all cash flow and assets of Shandong Taiying. Shandong Taiying Party A. Shangri-La Group shall open an entrusted account or designate an existing account as an entrusted account. Party B has the full and exclusive right to decide the remittance and repatriation use of the funds in the entrusted account. The authorized signature of the account shall be appointed or confirmed by Party B. All of the funds of Shandong Taiying Shangri-La Group shall be kept in this account, including but not limited to its existing working capital and purchase price received from selling its production equipment, inventory, raw materials and accounts receivable. All receivable to Party B (if any), all payments of funds shall be disbursed through this entrusted account, including but not limited to the payment of all existing accounts payable, payable and operating expenses, payment of employees salaries and purchase of assets. All , and all revenues from its operation shall be kept in this account. (3) Party B shall have the full and exclusive right to control and administrate all the financial affairs and daily operation of Shandong TaiyingShangri-La Group, such as entering into and performance of contracts, and payment of taxes etc. 1.4 As consideration for the services provided by Party B hereunder, Party A shall pay an entrusted management fee to Party B. B which shall be equal to the earnings before tax (if any) of Shangri-La Group. The entrusted management fee shall be as follows: during the term of this agreement, the entrusted management fee shall equal to Shandong TaiyingShangri-La Group’s estimated earnings before corporate income tax, being the monthly revenues after deduction of operating costs, expenses and other legal taxes. If such the earnings after deduction of operating costsbefore tax is zero, expenses and other legal taxes are zero or negative, Shandong Taiying Shangri-La Group is not required to pay the entrusted management fee; if Shandong Taiying Shangri-La Group sustains losses, all such losses will be carried over to the following month(s) next month and deducted from the following month(s)’ next month’s entrusted management fee. Both Parties shall calculate, and Party A shall pay, the monthly entrusted management fee within 20 days of the next following month. The above monthly payment shall be adjusted after the end of each quarter but before the filing of tax return for such quarter (the “Quarterly Adjustment”), so as to make the after-tax profit of that quarter is zero. In addition, the above monthly payment shall be adjusted after the end of each fiscal year but before the filing for the yearly tax return (the “Annual Adjustment”), so as to make the after-tax profit of that fiscal year is zero. 1.5 Party B shall assume all operation risks out of the entrusted management of Shandong Taiying Shangri-La Group and bear all losses of Shandong TaiyingShangri-La Group. If Shandong Taiying Shangri-La Group has no sufficient funds to repay its debts, Party B is responsible for paying off these debts on behalf of Shandong TaiyingShangri-La Group; if Shandong TaiyingShangri-La Group’s net assets are lower than its registered capital, Party B is responsible for funding the deficit.