Dragon Acquisition Corporation - Exhibit 10.21 - Filed by newsfilecorp.com






Exhibit 10.21 

(English Translation) 

SUPERVISION CONTRACT 

  FOR CONSTRUCTION PROJECT 

Part I Agreement 

This Agreement is signed between Weihai Economic
& Technology Development Zone Longhai Properties Co., Ltd. (hereinafter
referred to as "the Client") and Weihai Tianhen Project Consulting Management
Co., Ltd. (hereinafter referred to as the "Supervisor") through mutual
consultation. 

I. Brief information of the project for which the Client
desires those supervision services should be performed by the Supervisor
(hereinafter referred to as "the Project") is as follows: 

Project Name: Longhai International Plaza 
Project Location:
West of Qingdao Road, South of Bohai Road 
Project Size: approximately 54,817
m2 
Total Investment: approximately RMB 100,000,000 

II. In this Agreement words shall have the same meanings as are
assigned to them in Part II of this Supervision Contract (hereinafter referred
to as “the Contract”) - Standard Conditions. 

III. The following documents shall be deemed to form part of
this Agreement: 

	(1) 	
      This Agreement;

	(2) 	
      Standard Conditions of the Contract;

	(3) 	
      Conditions of Particular Application;

	(4) 	
      Supplementary documents and amendments jointly signed by
      the two parties during the execution of the
Contract.



IV. In consideration of the payment to be made by the Client to
the Supervisor as hereinafter mentioned, the Supervisor hereby covenants with
the Client to perform supervision services in the scope as stated in the
Conditions of Particular Application in conformity with the provisions of the
Contract. 

V. The Client hereby covenants to pay the Supervisor, in
consideration of the performance of the supervision services, such amount as may
become payable under the provisions of the Contract at the times and in the
manner and currency type prescribed by the Contract. 




In witness whereof the parties hereto have caused this
Agreement to be executed from August, 2009 to December, 2010. If for any reasons
the project stops for more than one month uninterrupted, the ending date will be
postponed with same periods. 

This Agreement has four sets of original copies, they have the
same legal effect, and each party shall hold two copies. 

	The Client: Weihai Economic & Technology 	The Supervisor: Weihai Tianhen Project
      Consulting 
	Development Zone Longhai Properties Co., Ltd. 	Management Co., Ltd. 
	 	 
	 	 
	(seal) 	(seal) 
	 	 
	 	 
	Address: 	Address: 
	 	 
	 	 
	 	 
	  	  
	Legal Representative: (signature) 	Legal Representative: (signature) 
	 	 
	 	 
	Principal bank: 	Principal bank: 
	 	 
	 	 
	Bank account no.: 	Bank account no.: 
	 	 
	 	 
	Tel. 	Tel. 


This contract is signed on 21st August 2009 




Part II    Standard Conditions

Definitions, Applicable Languages and Laws 

Article 1 The following words and expressions shall have
the meanings assigned to them except where the context otherwise requires: 

	(1) 	
      "Project" means the project for which the supervision
      services are to be provided.

	 	 
	(2) 	
      "Client" means the party who is responsible for the
      direct investment and who employs the Supervisor, and legal successors to
      the Client.

	 	 
	(3) 	
      "Supervisor" means the party who is employed by the
      Client to perform supervision services and assume supervision liabilities,
      and legal successors to the Supervisor.

	 	 
	(4) 	
      "Supervision Team" means the group of staff sent by the
      Supervisor to carry out supervision on the site of the Project.

	 	 
	(5) 	
      "Chief Supervision Engineer" means the person
      certificated by the local authority as Chief Supervision Engineer and
      designated by the Client and Supervisor to be fully responsible for
      supervising the execution of the Contract.

	 	 
	(6) 	
      "Contractor" means the person(s) other than the
      Supervisor with whom the Client signs contract in relation to the
      construction of the Project.

	 	 
	(7) 	
      "Normal Services" means the scope of supervision work
      prescribed in the Conditions of Particular Application.

	 	 
	(8) 	
      "Additional Services" means: 1) works outside of the
      scope of supervision work, and added to the Contract by written agreement
      of the parties; 2) additional works as a result of addition to the scope
      of construction work or program delay on the part of the Client or the
      Contractor.

	 	 
	(9) 	
      "Exceptional Services" means the works other than the
      Normal Services and the Additional Services, but which are necessarily
      performed by the Supervisor in accordance with Article 38.

	 	 
	(10) 	
      "day" means the period between any one 0:00 a.m. and the
      next.

	 	 
	(11) 	
      "month" means a period of one month according to the
      Gregorian Calendar commencing with any day of the
month.



Article 2 This Supervision Contract shall be governed by
Chinese laws, statutes, administrative regulations, and departmental rules &
regulations, local laws, rules & regulations specified in the Standard
Conditions and Conditions of Particular Application. 




Article 3 The Contract shall be written in Chinese, if
certain terms include more than two languages, then both of which shall be
equally binding. 

Obligations of the Supervisor 

Article 4 The Supervisor shall designate the Supervision
Team and superintendents necessary for carrying out the supervising works;
provide to the Client a name-list of the Chief Supervision Engineer, main staff
of the Supervision Team and a supervision plan and perform the supervision
services within the scope of work as stated in the Conditions of Particular
Application. During the execution of the Contract, the Supervisor shall submit
supervision report to the Client at regular interval as stated in the Contract.


Article 5 The Supervisor shall exercise reasonable care
and diligence, provide advice at an appropriate level in the performance of the
obligations under the Contract to the Client and indemnify the lawful rights and
interests of various parties. 

Article 6 Any facilities and articles supplied by the
Client for use by the Supervisor shall be properly used and maintained and
remain the property to the Client. When the services are completed or terminated
the Supervisor shall deliver to the Client such facilities and unconsumed
articles in good working order. 

Article 7 During the contract period or after the
Contract is terminated, without the consent of the Client, the Supervisor shall
not disclose the confidential information in relation to the Project and the
Contract. 

Obligations of the Client 

Article 8 The Client shall pay an advance payment to the
Supervisor prior to the commencement of the services of the Supervisor, if such
advance payment is stated in the Conditions of Particular Application. 

Article 9 The Client shall be responsible for all
coordination of external relationships in relation to the construction of the
Project. If the Client assigns part or all of such coordination works to the
Supervisor as is necessary, then the work to be assigned and relevant terms of
remuneration shall be specified in the Supplemental Clauses. 

Article 10 The Client shall, within the agreed time,
provide to the Supervisor free of charge all information pertaining to the
Project and necessary for the supervision services. 

Article 11 On all matters properly referred to him in
writing by the Supervisor, the Client shall give his decision in writing within
the time specified in the Conditions of Particular Application of the Contract.


Article 12 The Client shall appoint a Client's
Representative (to be specified in the Conditions of Particular Application) who
is familiar with the Project and able to make decision within specified time for
the purpose of contacting the Supervisor. Should the Client's Representative be
replaced, the Client shall notify the Supervisor in advance. 

Article 13 The Client shall timely notify the awarded
Contractor, in writing, of the power of the Supervisor, roles and authorities of main staff of the Supervisor. Such information
shall be made clear in the contract signed by the Client and any third
party.




Article 14 The Client shall notify to Contractor to
provide the following information to the Supervisor within such a time that the
Supervisor's work will not be hampered: 

(1) List of suppliers & manufacturers of the raw materials,
components and parts, mechanical equipment etc. to be used in the Project; 

(2) List of coordinators, cooperators in relation to the
development of the Project. 

Article 15 The Client shall furnish free of charge
(including utility fees) to the Supervisor the site office, telecommunication
connection, accommodation and other facilities specified in the Conditions of
Particular Application. 

Article 16 Given certain circumstances, if the two
parties agree that the Client shall arrange at his own expense for the provision
of other personnel to the Supervisor, such agreement shall be reflected in the
Conditions of Particular Application. 

Rights of the Supervisor 

Article 17 The Supervisor should have the following
rights within his scope of work. It is hereby understood that any and all of the
following activities shall also be considered as the obligation of the
Supervisor, who shall perform the following activities whenever it is needed in
order to ensure completion of the Project in the best possible manner and
according to the relevant contractual documents and applicable laws: 

(1) The right and obligation to make recommendations on the
selection of the General contractor 

(2) The right and obligation to make recommendations on the
selection of the Sub-contractor 

(3) The right and obligation to make recommendations to the
Client in the respects of the project including project size, design standard,
planning design, technological design and performance requirements. 

(4) The right and obligation to advise, in the principles of
safety and optimum, the Client on the technical problems in the design. If the
design is found to be not in conformity with the Quality Standards promulgated
by the State or specified in the Design Contract, the Supervisor shall report to
the Client in writing. 

(5) The right and obligation to review the construction
management plan and the technical proposal and to make recommendation to the
Client for changes that the Contractor could implement to ensure quality,
on-time completion and cost reduction. 

(6) Conduct appropriate arrangement and co-ordination with
relevant organisations, which can exert beneficial influence to the development of the Project. For all such
matters the Supervisor shall first report to the Client in advance and seek the
authority of the Client to make such arrangements and co-ordination. 




(7) Having obtained the consent of the Client, the Supervisor
has the right to give command with regards to commencement, suspension and
resumption of the works. But before doing so, he shall report to the Client. The
Client’s Representative will be available for contacting in phone to discuss
emergency and other matters. 

(8) Right and obligation to check and inspect the materials to
be used in the Project and quality of construction and to advise the Contractor
immediately of any non-conformities. Should the Contractor continue to use the
materials after the non-conformity has been identified, then the Supervisor must
advise the Client that the Contractor should stop using them. For materials,
components and parts, equipment that are not in conformity with the design
requirements, provisions of the Construction Contract and national quality
standards, the Supervisor has the right to notify the Client that the Contractor
should stop using them; for working sequence, divisional and sub-divisional
works that are not in conformity with relevant codes and quality standards, and
construction operations that pose safety concerns, the Supervisor has the right
to notify the Client that the Contractor should stop and make corrections or
redo the works. The Contractor can resume construction only after he has
received the work resumption command from the Supervision Team via the Client.


(9) Rights and obligation to check, supervise the progress of
the construction. Right to ratify that the actual completion is ahead or behind
the completion date specified in the Construction Contract. 

(10) Right and obligation to check and certify by signature
that the payment to the construction contractor is within the scope of the
Construction Contract, to recheck, confirm, and negate to the settlement of the
accounts. Without the signature and confirmation from the Chief Supervision
Engineer, the client will not make payment to the construction contractor. 

Article 18 During supervision, if the employee(s) of the
Contractor is found to be incapable of his job, the Supervision Team shall
notify the Client of the views of the Supervision Team on this matter. 

Article 19 Within the scope of work, if the Client and
the Contractor have any dissent and requirement (including claim) to each other,
and where such dispute is being mediated by an administrative department in
charge of construction or being arbitrated by arbitration body (China
International Economic and Trade Arbitration Commission, Shandong), the
Supervisor shall provide relevant proof. 

Rights of the Client 

Article 20 The Client has the right to appoint the
Contractor and enter into a contract with that contractor. 

Article 21 The Client has the right to decide the
project size and agree the design standard, planning design, technological
design and designed performance requirements; and the right to approve
construction cost, programme and design variation. 




Article 22 In the event that the Supervisor want to
replace the Chief Supervision Engineer, he shall obtain the Client’s consent in
advance during the Contract conducting period. 

Article 23 The Client has the right to require the
Supervisor to submit supervision report and specific report in each discipline
within the Supervisor’s scope of work.. 

Article 24 In the event that the Client find the
Supervisor’s staff fails to perform duties under the Contract, or cause any loss
to the Project or the Client through collusion with the Contractor, the Client
shall be entitled to require that such staff be replaced by the Supervisor or
even terminate the Contract and demand the Supervisor to assume responsibilities
or contiguous responsibilities in paying compensation.

Liabilities of the Supervisor 

Article 25 The Supervisor’s liability period is the
valid period of the Contract (Contract Period), including the maintenance
period. In the event that the project program is postponed or delay which
results in the Contract Period to be extended, the two parties shall make
further negotiation to agree an extension of the Contract Period. 

Article 26 The Supervisor shall perform his duties
during the Contract Period. Should any financial loss be caused by the fault of
the Supervisor, he shall pay compensation to the Client. Accumulated amount of
compensation (except for the compensation specified in Article 24) shall not
exceed the total payment by the Client to the Supervisor (excluding income tax).


Article 27 The Supervisor shall be not responsible for
any Contractor’s nonconformity in quality requirements and completion time (for
submitting drawings or delivery of goods). In the event of any force majeure
which cause part or all of the execution of the Contract to be impossible, the
Supervisor shall not be held responsible. But for any infringement to Article 5,
the Supervisor shall pay compensation to the Client. 

Article 28 If the claim made by the Supervisor to the
Client cannot be justified, the Supervisor shall be responsible for any cost
incurred by the Client in relation to the claim. 

Liabilities of the Client 

Article 29 The Client shall carry out his duties as
stated in the Contract. The Client shall be liable to the Supervisor if a breach
of his duty to the Supervisor is established against the Client, and shall pay
compensation for the Supervisor’s direct financial loss. 

Article 30 If the claim made by the Client to the
Supervisor cannot be justified, the Client shall be responsible for any cost
incurred by the Supervisor in relation to the claim. 




Commencement, Alteration and Termination of the
Contract

Article 31 If the Normal Services are impeded or delayed
by the Client or the Contractor so as to incur Additional Services or increase
the duration of the Normal Services, the Supervisor shall timely inform the
Client of the circumstances and probable effects. The time for completion of the
services shall be increased accordingly and the Supervisor shall be remunerated
for such Additional Services. 

Article 32 If circumstances arise which make it legally
or physically impossible for the Supervisor to perform in whole or in part the
services in accordance with the Contract he shall promptly dispatch a notice to
the Client. The time for the completion of the services shall be extended. When
the services are resumed, a reasonable period not exceeding 42 days for
resumption shall be added and the Client shall pay the Supervisor as agreed
between them. 

Article 33 After the Supervisor has finalized the
acceptance check or handover procedures with the Client, and the Contractor has
signed a defect liability agreement with the Client, the Supervisor has received
all the payments due from the Client, this Contract shall be deemed to come to
an end, except for any clauses referring to the Parties’ liabilities, which may
be used, according to statute of limitations stipulated by the law, for claiming
compensation. As to liabilities during the defect liability period, the two
parties can make provisions in the Conditions of Particular Application. 

Article 34 If either party hereto wishes to alter or
abandon the Contract, he shall notify the other party in 42-day advance. If loss
is caused to the other party as a result of the abandonment of the Contract, the
responsible party shall pay compensation except for circumstance where his
responsibility can be remitted in accordance with laws. 

Article 35 If the Supervisor has not received a paying
voucher within 30 days from the due date of payment and nor has he received any
written explanation from the Client, or the supervision services has been
suspended for more than six months, the Supervisor can notify the Client to
terminate the Contract. If within 14 days from the date of notice the Supervisor
still has not received any response from the Client, he can make further notice.
If within 42 days from the date of the second notice the Supervisor still has
not received any response from the Client, the Supervisor can terminate the
Contract or suspend or continue suspending from performing all or part of his
services at his discretion. The Client shall assume the responsibility for
breach of contract. 

Article 36 If the supervision services are suspended or
terminated due to causes not on the part of the Supervisor, works required to
resume services or post-termination settlement works shall be deemed as
Exceptional Services. The performance of Exceptional Services shall entitle the
Supervisor to payment for performing them. 

Article 37 If in the opinion of the Client that the
Supervisor is not discharging his rights without justifiable reasons, he can
inform the Supervisor of such opinion. If within 21 days from the date of notice
the Client has not received any response from the Supervisor, he can, within 35
days from the date of the first notice, inform the Supervisor by notice to
terminate the Contract. The Supervisor shall assume the responsibility for
breach of contract. 

Article 38 Termination of the Contract shall not
prejudice or affect the accrued rights and liabilities of the parties. 




Payment 

Article 39 The remuneration for Normal Services,
Additional Services and Exceptional Services shall be calculated in accordance
with Article 9 of the Conditions of Particular Application. The Client shall pay
the Supervisor in accordance with the time and amount stated in the Contract.


Article 40 If the Supervisor does not receive payment
within the time specified he shall be paid Compensation calculated from the last
day of the specified paying period. 

Article 41 The currency, exchange rate applicable to the
Contract is that stated in the Conditions of Particular Application. 

Article 42 If any item or part of an item in a payment
application submitted by the Supervisor is contested by the Client, the Client
shall give notice with reasons within 24urs from receiving the application and
shall not delay payment on the remainder of the invoice. 

Others 

Article 43 Under the consent of the Client, cost
necessarily incurred by the Supervisor for visits to cities other than Shandong
on investigation purpose, testing of materials and equipment can be reimbursed
by the Client, within the budget scope, as it actually happens. 

Article 44 Within the scope of supervision services, if
expert is needed to be employed for consulting or assistance purposes, the
Supervisor shall bear such cost when the expert is employed by him, the Client
shall bear such cost when the expert is employed by him. 

Article 45 If profit is generated for the Client as a
result of recommendations made by the Supervisor, the Client may give bonus to
the Supervisor. 

Article 46 The on-site Supervision Team or its staff
shall not accept any remuneration or money provided by the Contractor. 

The Supervisor shall not take part in any activity that may
have conflict with the interests of the Client and with the work to be performed
according to this contract. 

Article 47 The Supervisor shall not disclose any
information that is declared by the Client to be confidential. The Supervisor
shall not disclose any information provided and declared to be confidential by
the Designer or the Contractor either. 

Article 48 The Supervisor retains copyright of all
documents prepared by him. The Client shall be entitled to use them or copy them
only for the Project. 




Settlement of Disputes

Article 49 Any claim for loss or damage arising out of
breach or termination of the Contract shall be agreed between the Client and the
Supervisor or failing agreement shall be referred to a governmental department
in charge of construction for mediation. If agreement still cannot be reached,
the dispute shall be referred to the arbitration body agreed by the parties or
start a prosecution in the People’s Court. 




Part III Conditions of Particular Application 

Article 2 Laws applicable to the Contract and rules
& regulations and reference standard on which the supervision is based are:


	1. 	
      The Construction Contract & this Supervision
      Contract

	2. 	
      The National and Shangdong Municipal Laws, Regulations
      and Policies on the Construction

	3. 	
      Complete sets of construction drawings and related
      documents. Current National Regulations for Construction Code and the
      quality inspection, acceptance, and assessment
  standard/codes



Article 4 The scope of supervision 

To supervise the construction quality, progress, contract, and
project information, to coordinate between the Client and the General
Contractor, and to urge the General Contractor to construct in a safety and
civilized manner. The detail of the Supervision Service is the follows, 

	1. 	
      To assist the client to sign the construction
    contract

	 	 
	2. 	
      To assist the client and the contractor to draw up the
      Construction Commencement Report

	 	 
	3. 	
      To organize the meeting on the Construction Drawing
      Explanation and Check

	 	 
	4. 	
      To review the Construction Plan, Scheme and the Master
      Schedule of the Contractor

	 	 
	5. 	
      To Supervise the contractor to execute the Construction
      Contract and the National Technical and Construction Code, as well as the
      documents referred to at article 1 hereof, to deal with the contractor’s
      violation against the regulation or the code;

	 	 
	6. 	
      To check the list of the material and equipment of the
      contractor’s; to inspect the raw material, semi-product, and parts which
      will be used in the project; to reject the disqualified material, parts
      and equipment against the construction contract and standard.

	 	 
	7. 	
      To inspect the construction progress and quality; to
      inspect and accept the divisional, sub-divisional and concealed works; to
      evaluate the construction progress

	 	 
	8. 	
      To organize the Client, the Designer and the Contractor
      to handle the quality accident; to supervise the execution of the
      technical scheme for the quality accident; to inspect, accept and issue
      the certificate after the quality accident is settled.

	 	 
	9. 	
      To compile the Supervision Documents and Specifications
      for filing








	10. 	
      To organize the Designer and the Construction Contractor
      to pre-inspect and pre-accept for the construction completion

	 	 
	11. 	
      To assist the Client to execute the Completion
      Acceptance.

	 	 
	12. 	
      To submit the Supervision Evaluation Report for the
      project to the Client.

	 	 
	13. 	
      To organize HSE site service: Safety strategy, site
      safety supervision, health control, security of site
  office.



Article 9 External conditions include: the Client is
responsible for all the public relations and coordination for the project
including the local government and authorities 

Article 10 Project information requested by the
Supervisor should be provided by the Client, where it is available, shall be
issued beforehand. 

Article 11 On all matters properly referred to him in
writing by the Supervisor, the Client shall give his decision in writing within
3 days. 

Article 12 The Client's Representatives are Yu Dejiang


Article 15 During the Contract Period, the Client shall
at his own cost provide, or arrange for the provision by others, of personnel to
work within the Client’s own site team. The Supervision Team shall co-operate
with the Client’s own team but shall not be responsible for them or their
performance or rely on them or their performance for any of the services for
which the Supervisor is responsible. 

Article 26 The Supervisor agrees to pay compensation if
he fails to discharge his duties, [accumulated amount of compensation shall not
exceed the total payment by the Client to the supervisor (bar income tax ),
except for the compensation specified in Article 24 of Standard conditions. 

Compensation fee =the direct loss x the Supervision Fee’s
Charge Rate (bar income tax). The Supervision Fee’s Charge Rate is equal to
total supervision fee divided by total cost of the project. 

Article 39 the Client agrees to pay the Supervisor for
his Normal Services in an amount calculated in the following way and at the
following time: 

	1. 	
      The Supervision Fee: Fixed lump sum during the above-said
      Supervision Service Period is 548170 Chinese Yuan.

	 	 
	3. 	
      Payment Method:



1) The Client should pay to the Supervisor 20% of the fixed
lump sum within five days as of the signature date of this Supervision Contract.





2) Then, the Client should pay the Supervisor another 20% of
the fixed lump sum when the basement is finished, another 30% will be paid after
five day when project body has finished. 

4) The Client should pay the Supervisor final 30% of the fixed
lump sum within one week after the project passes the Completion Acceptance
Examination. 

Article 41 The parties hereto agree that the payment
shall be effected in RMB. 

Article 45 Bonus Clause; 

Bonus=the saving from construction * 20% 

Article 49 If a dispute arises between the parties in
connection with, or arising out of the Contract, consultation shall be made
promptly to find a solution. When consultation fails, the parties agree to refer
the dispute to an Arbitration Commission. The arbitration body shall be China
International Economic and Trade Arbitration Center, Shandong Branch. 

Article 50 This Contract contains the entire
understanding of the parties with respect to the subject matter hereof and
supersede all prior agreements and understandings, oral or written, with respect
to such matters.