Business Operation Agreement
 Agreement Parties
 
 
 
 Whereas:
 1.
    
    Party A is a wholly foreign-owned enterprise established and duly organized under the laws of
and registered within the territory of Peoples Republic of China (PRC);2.
    
    Party B is a limited liability company found and registered in PRC;3.
    
    Party A and Party B have established business relationship through agreements as Exclusive
Consultancy and Service Agreement. Party B pays Party A all kinds of payments under those
agreements. Thus, the daily operation of Party B shall substantially impact Party A on its
payments ability;4.
    
    Party C is the shareholder of Party B (hereinafter referred to as Shareholder).
 Therefore, through friendly negotiation, based on the principal of equality and mutual benefit,
the Parties conclude the following agreement for abidance:
 1.
    
    Non-performance Obligation




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1.1
    
    Any activity exceeds the normal business scope of the company or unusual ways
of operation compared with the past;1.2
    
    Ask a loan from any third party or assume any debt;1.3
    
    Change or dismiss any director of the company or discharge any senior
manager of the company;1.4
    
    Sell to or acquire from any third party or dispose in other ways any asset or
rights beyond the amount of RMB 1 million, including but not limited to intellectual
properties1.5
    
    Provide guarantees to any third party by using asset or intellectual property
right or provide any other kind of guarantee or dispose any other rights pledge in the
company asset;1.6
    
    Amend AOA or change the scope of business of the company;1.7
    
    Change the regular operation process of the company or amend any material
internal regulations of the company;1.8
    
    Transfer the rights and obligations under this agreement to any other party;1.9
    
    Make material adjustment to its business mode, marketing strategy, management
policy or client relationship.1.10
    
    Distribute bonus, dividend in any form.
 2.
    
    Operating Management and Personnel Arrangement
 2.1
    
    Party B and Shareholder hereby agree to accept the suggestions from Party A
from time to time in connection with engaging and dismissing of company personnel,
daily operation management and financial management system, and strictly implement.2.2
    
    Party B and the Shareholder hereby agree, the Shareholder shall elect the
person designated by Party A to be the director of Party B in accordance with laws and
regulations and AOA, and cause the elected director to elect the chairman of the board
subject to the person recommended by Party A, and appoint the persons designated by
Party A as the general manager, chief financial operator or other senior managers.2.3
    
    In the event the director or senior manager designated by Party A leaves
Party A, whatever resigned voluntarily or dismissed by Party A, who shall also lose
the qualification of holding a post in Party B at the same time.
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Furthermore, the Shareholder shall dismiss the aforesaid person from Party B promptly
and elect and engage other person designated by Party A to hold the said post.2.4
    
    For the purpose of article 2.3 above, the Shareholder shall take all the
necessary interior and exterior procedure of the company to fulfill the dismissing and
engagement process in accordance with laws, AOA and provisions under this agreement.2.5
    
    The Shareholder hereby agrees, together with this agreement, to sign the
written authorization annexed to this agreement. Pursuant to the written
authorization, the Shareholder shall authorize irrevocably Party A to exercise the
rights on behalf of the Shareholder, and exercise all the shareholders voting rights
the Shareholder enjoys in the name of the Shareholder at Party Bs shareholder
meetings. Party A has rights to appoint specially designated person to exercise
shareholder rights within the authorization period.
 3.
    
    MiscellaneousIf any agreement between Party A and Party B terminates or expires, Party A has the right
to determine whether terminate all the agreements between Party A and Party B, including
but not limited to Exclusive Consultancy and Service Agreement.4.
    
    Entire agreement and agreement amendment
 4.1
    
    This agreement and agreements and/or documents as mentioned or contained
expressly herein contain their entire agreement with respect to the subject matter of
the agreement, and supersede all prior oral and written agreements, contracts,
understandings or communications among parties.4.2
    
    Only when the written agreement duly executed by the parties can any amendment
to this agreement comes into effective. The amendment agreement and supplemental
agreement related to this agreement form a part hereof this agreement and shall have
the same legal binding effect.
 5.
    
    Governing LawThe execution, validity, performance, interpretation and dispute settlement of this
agreement shall be governed by the law of the Peoples Republic of China.
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6.
    
    Dispute Settlement
 6.1
    
    Any dispute of interpretation and performance of provisions arising in
connection with this agreement that cannot be amicably resolved shall be submitted to
the China International Economic and Trade Arbitration Commission (Shanghai Branch)
for arbitration in accordance with its rules of procedures. The language shall be
Chinese. The decision of the arbitrator shall be final and binding on both parties.6.2
    
    Except the matters in dispute, parties shall continue to perform its
obligations subject to the provisions under this agreement in good faith.
 7.
    
    Notice
 7.1
    
    Any notice to be given in connection with performing the rights and
obligations under this agreement shall be in written, and directed to the respective
party or parties by depositing such notice in the personal delivery, registered post,
prepaid mail, agreed express service, or fax as the following address.
 Party A:
 Address:Party B:
Address:Party C:
Address:
 7.2
    
    Notice or letter deems to be arrived as follows:
 7.2.1
    
    If in the way of fax, the date indicated in the fax is
the arriving date, however, if the fax is arrived at later than 5 p.m. or
non working day for the arrived place, the next working day of the date
indicated in the fax shall be the arriving date.7.2.2
    
    If in the way of personal delivery (including express
delivery), the signing date of receiving is the arriving date;7.2.3
    
    If in the way of certified mail, the fifteenth day after
the date on the return receipt of the certified mail is the arriving date.
 8.
    
    Effective, Term or others
 8.1
    
    The written consent, suggestion, appointment with respect to Party A of this
agreement or other decisions may materially affected Party Bs daily operation shall
be made by the boards of Party A.
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8.2
    
    This agreement has been executed by the parties hereto and came into
effective as of the date first set forth written. The valid term of this agreement is
20 years, calculated from the effective date, unless Party A prior terminates this
agreement. Before this agreement expires, as requested by Party A, the parties shall
extend the term of this agreement per Party As request, and separately execute a new
business operation agreement or continue to perform this agreement at Party As
request.8.3
    
    Within the valid term of this agreement, Party B and the Shareholder shall
not prior terminate this agreement. Party A has right to terminate this agreement by a
prior 30 days written notice sent to Party B and the Shareholder in any time.8.4
    
    Each party hereby confirms that this agreement is a fair and reasonable
agreement executed on the basis of equality and mutual benefit. If any provision or
provisions deem to be illegal or unenforceable, the provision shall deem to be deleted
from this agreement and invalid. However, other provisions remain valid, and the said
provision shall deem to be not included in this agreement from the beginning. Each party
shall negotiate and choose an acceptable, valid and effective provision to supersede the
said deleted provision.8.5
    
    Any failure by either party to exercise any right, power or privilege of this
agreement shall not constitute a waiver. Any sole or partial exercise of any right,
power or privilege herein shall not exclude the exercise of any other right, power or
privilege.8.6
    
    Party C hereby promise, whatever the share proportion of Party C and Party D
holds in Party B, the provisions of this agreement have legal binding effect to Party C,
and this agreement shall applicable for all the shares party C holds on the occasion.
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