Long Jiang Yanglin Soybean Group
88 Baowei Road, Jixian County, Hei Long Jiang Province P. R.
Harmony Assert Management
Room 3605, 36 F, West Tower, Shun Tak Centre, 168-200 Con
Road Central, Hong Kong
is to introduce stock and liabilities (including bridge loan) of American
institutional investors by reverse merger and private investment of public
equity (PIPE) with assistance of Party B. Hereby, Party A authorizes Party
the financial consultant in this process and the two parties reach the following
agreement in accordance with “Contract Law of P.R.China”.
hereby employs Party B to provide consulting service (hereafter as “service”) as
follows in PIPE process in America (the “process”):
preliminary due diligence to Party A; select and fix potential securities
traders and institutional investors in American; research and assess the
inventors’ conditions and propose candidates for cooperation to Party A.
comprehensive introduction on Party A’s company information to American
securities traders and investors in American practice.
the legal framework of business companies of Party A to meet the requirements
Service: Improve financial management and account management ability to meet
requirements of listing.
Business Plan for Party A.
public accounting firms recognized by American SEC to audit account of Party
as per GAAP.
Chinese and American lawyers to provide legal service for PIPE.
Party A‘s financial forecasting including Balance Sheet, Income Statement and
Cash Flow Statement for the next 5 years.
meetings between American securities traders and Party A and visits to Party
by them; assist Party A in signing contracts with American securities
Party A to go to America for road show at the request of Party A; assist
in negotiation with potential institutional securities traders; assist Party
in working for the most favorable financial terms and work for
Party A in signing an term sheet and other related agreements after potential
matched with the company
Other works relating to the project, full range of guidance by Party B until
success of the project
After the successful initial PIPE and listing on OTCBB, Party B may assign
personnel of them as independent director in board of directors of listed
company of Party A as requested by Party A. This independent director is
payment from Party A and shall provide follow up support, assist in listing
AMEX or NASDAQ for secondary public (Assignment
Term: 12 months from listing on OTCBB).
Party A’s Obligations
shall provide information concerning business, finance, laws, etc., to Party
promptly and effectively; and be liable for the authenticity, legitimacy
effectiveness of the information.
shall provide authentic and complete information needed by the captioned
to Party B promptly and sufficiently; and shall provide various necessary
supports and documents on investor’s request in this process.
Party B’s Obligations
shall apply for the capital from relevant American institutions upon receipt
the completed information provided by Party A as requested; and assist Party
in negotiation with securities traders and investors in positive and effective
ways, for successful financing and listing in America.
shall not engage in any activities that damage Party A‘s benefits in the name of
consultant of Party A.
shall compensate Party A the whole disbursements already paid to Party B
Party A if audit fail to be finished smoothly due to reasons not related
shall not cooperate with other companies that have similar business as Party
during the cooperation period with Party A.
consulting fee for above-mentioned services is RMB 300,000 to be paid in
installments: the first installment of RMB 150,000 is to be paid to Party
Party A within 5 working days upon signing of this agreement; the second
installment of RMB 150,000 is to be paid to Party B by Party A within 5 working
days upon successful closing of the financing as well as listing on
will acquire 1% of common stock from the listed company of Party A; Party
also acquire Warrants of 5% of the value of financing to purchase the Company’s
shares of common stock, (warrant shall be outstanding for a period of 5 years;
Such warrant shall have a strike price that is 140% of the price of the equity
shall be liable for arrangements & expenses for accommodation and traveling
fare incurred by trips to and from Party A for Party B during Party B’s service;
Party A will also provide office facilities for Party B.
of this agreement, securities traders or investors recommended or introduced
directly or indirectly to Party A by Party B (either in a face - to - face
manner, by meetings or telephone conference or correspondence, regardless
whether Party A attending or participating in these meetings, telephone
conferences and correspondence), once there is substantive finance, regardless
of recognition by Party A or not, it shall be deemed that Party B has finished
it’s service and Party A shall pay Party B as per the above-mentioned terms.
Party A and Party B shall guarantee not to reveal any non-public information
a third party besides each party. Both parties shall promise not to copy
spread information provided by Party A and the investor or to reveal it to
third party in any manner. When it is necessary to provide information of
related parties to other parties, permits of the both parties to this agreement
shall be obtained.
Settlements of Disputes
disputes arising from execution of this agreement or related to terms of
agreement shall be settled by amicable negotiation between the two parties
the first place.
negotiation fails, disputes could be filed for litigation; or be referred
arbitration in Beijing
of any notice, application and
correspondence regarding this agreement, those in written form shall prevail;
e-mails, letters, faxes, etc. are also valid.
agreement issued in duplicate with each party holing one copy shall go into
effect as of the signing date.
Long Jiang Yanglin Soybean Group
and Seal Chopped by Chairman of the Board
Harmony Assert Management
and Seal Chopped by Executive Director of the