ebig_ex1011.htm


    EXHIBIT 10.11

    US Listing Agreement

    Contract
No.: 020

    Party A:
Anhui Wenda Educational & Investment Management Corporation (“Party
A”)

    
       

      Legal
address: No. 188 Hezuohua North Road, Hefei, Anhui, The People’s Republic of
China Tel:
86-0551-3634322

      
         

        Party B:
EastBridge Investment Group Corp (“Party B”), a company incorporated in the
US.

      

    

    
    

     

    Legal
address: 8040 E. Morgan Trail, Unit 18, Scottsdale, Arizona, USA Tel: 480
966 2020; FAX: 480 966 0808

    


    Article
1—Listing Service

     

    Whereas,
Party A asks Party B to help to list its shares on the main board of NASDAQ or a
US stock market directly. Party A’s definition of the listing is for Party A’s
shares to be publicly listed on the main board of NASDAQ or a US stock market
(IPO) through Party B’s operations.

    


    Article
2—Authority and Preconditions

    
       

      
        	    1.    	Party B’s authority
      includes consultations, negotiations involved in the listing, and the
      handling of relevant formalities; to have Party A listed in the US in any
      legal manner conforming to US laws and relevant regulations of the US
      stock markets.
	 	 
	    2.	Party A shall meet the following conditions
      before Party B agrees to take on this project as stipulated in Article 1
      of this agreement:


      

    

     

    
      	 	A. 	
              Party
      A shall provide Party B audited financial reports of year 2006, 2007 and
      2006 issued by local certified public accountants.

            
	 	 	 
	 	B. 	
              Party
      A shall provide Party B with a quarterly financial report (annual
      financial report for the fourth quarter) issued by local certified public
      accountant on a quarterly basis,

            


    

    
    

    
    

    


    
      
         


      

      
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    Article
3—Terms and Conditions

     

    Party B
agrees to complete the listing service of Party A within six months after the
successful audit in the US if Party A is able to fulfill the following
conditions:

     

    
      	    1)  	Successful
      financial audits for 2006, 2007 and 2008 required by the US SEC in
      accordance with the US GAAS (Generally Accepted Auditing Standard) and
      GAAP (Generally Accepted Accounting Principles) prior to Party A’s
      successful listing,
	 	 	 
	 	A. 	Party
      A has not lost greater than 20% of its assets for the amount stated in
      December 2006 & 2007’s financial statements,
	 	 	 
	 	B. 	For
      the financial years of 2006 and 2007, Party A is able to realize after-tax
      profits of at least (RMB 45,000,000 and RMB 50,000,000).  Party
      B understands that such pre-estimated after-tax profits shall be on the
      basis of current market conditions, not of a guarantee or a
      commitment.
	 	 	 
	 	C.  	Party
      A is free from material law suits or scandals, etc., which are detrimental
      to the intangible assets of Party A.
	 	 	 
	 	D.	Party
      B shall complete its Business Plan before August 31,
  2008
	 	 	 
	    2) 	Party
      A agrees the termination date of this agreement is the first day when the
      shares of Party A are freely traded on US stock market. Party A agrees
      that by this date of termination, Party B has already successfully
      completed all the necessary works for the listing of Party
    A.
	 	 	 
	    3)	Party
      B agrees to support the continuation of the party A’s shares free of
      charge for 3 years after Party A’s shares are freely traded
      publicly.


    

     

    Article
4—Party A’s Protection of Party B’s Interests

     

    
      	1. 	Party B agrees to bear the following expenses
      for the listings of Party A:


    

    
       

      
        	 	A. 	
                Legal
      and consulting expenses;

              
	 	 	 
	 	B. 	
                Expenses
      for 2 years of audits required by US SEC;

              
	 	 	 
	 	C.  	
                SEC
      application fee, road show (Party A shall bear its own traveling
      expenses), PR expenses;

              


      

    

     

    
      
         


      

      
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            	D.	
              Opening
      expenses, stock certificates’ printing expenses and registration
      expenses;

            
	 	 	 
	 	E. 	Other fee associated with Party A’ going public in
      the US


    

     

    
      	2.	In order to protect Party B’s interest already
      invested or to be invested, the both Party A and Party B agree to the
      following conditions demanded by Party B:


    

     

    
      	 	A. 	
              If
      for any reason or no reason Party A cannot or does not want to be listed
      in the US, Party A agrees not to directly or indirectly list in any manner
      of its assets or partial assets in any stock market of the world
      within 2
      years after termination of this agreement. (If within 2 years after
      the termination of this agreement, Party B determines that Party A meets
      the requirements to be listed on the US stock exchange and that requested
      is made to be listed again as a public company, this agreement shall be
      resumed.)

            


    

    
    

    


    Both
parties acknowledge that party A’s assets shall at least consist of the
followings:

     

    
      	          1.    	Anhui Wenda Computer
      Training School
	 	Address: Wenda
      Building, No. 373, Huangshan Road, Hefei, Anhui
	 	 	 
	          2.	Hubei
      Wenda Computer Training School
	 	Address:
      No. 46, Geshi Nanlu, Hongshan District, Wuhan, Hubei
	 	 	 
	          3.	Jiangsu
      Wenda Computer Training School
	 	Address:
      No. 196, Jianning Road, Xiaguan District, Nanjing,
  Jiangsu
	 	 	 
	          4.  	Zhejiang
      Wenda Computer Training School
	    	Address:
      No. 523, Xixi Road, Hangzhou, Zhejiang
	 	 	 
	          5.	Henan
      Wenda Computer School
	 	Address:
      No. 50, Yingcai Street, Huiji District, Zhengzhou,
  Henan
	 	 	 
	          6. 	Fujian
      Wenda Computer Training School
	 	Address:
      District 6, No. 168, Tongpan Road, Fuzhou, Fujian
	 	 	 
	          7. 	Laoning
      Wenda Computer Training School
	 	No.
      110, Huanghe Beidajie, Huanggu District,
  Shenyang


       

      
        
           


        

        
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        	 	B. 	Party
      A confirms that on the date of execution this agreement by both parties,
      Party A’s ownership of shares should
be:


      

    

     

    
      	          1.    	Party A shall have a stock ownership of 83% of the
      total number of shares;
	 	 
	          2.	EastBridge Investment Group Corp shall have a
      stock ownership of 17% of the
      total number of shares.


    

     

    
      
        	 	C.  	
                
                  After
      the execution of this agreement, Party A shall not, without written
      consent of Party B, change its stock equity
      structure.

                

              
	 	 	 
	 	D.	
                Party
      A agrees to grant one seat of its board of directors to Party
      B.

              
	 	 	 
	 	E. 	
                Before
      Party A is listed on the exchange, Party B has no right to receive Party
      A’s profits or dividends of any
kind

              


      

    

     

    Article
5—Timely Report

     

    Both
Parties shall be liable for notifying the other party on a timely manner
regarding the progress or change of the listing.

    


    Article
6— Listing fees and Method of Payment

     

    
      	1)	Party
      A agrees to sell 17% of its shares for one USD to Party B at the time of
      the execution of this agreement as the sole compensation for Party B’s
      listing service. And Party B agrees to accept such. Board of Directors of
      Party A shall provide Party B with a resolution regarding the transfer of
      sale of 17% stock ownership to Party
B.


    

     

    Article
7—Stock Transfer

     

    Party B
shall not, prior to the SEC’s approval of the listing of Party A’s stock,
transfer to any third party of Party A’s shares held by Party B in any manner,
at any location, or for any reason.

    


    Article
8— Treatment of stock for Failure or Delay of Listing

     

    If for
any reason or no reason Party A cannot or does not want to be listed in the US
after this Listing Agreement becomes effective, unless such delay is consented
by Party A in writing, then Party B shall have the right to request Party B, and
Party B shall definitely agree, within 5 days of the expiration of this
agreement and any 

    


    
      
         


      

      
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    written extension of this agreement, to sell Party A’s shares back
to Party B for a total value of one RMB.

     

    Article
9—Consent to Invitation

     

    Prior to
the listing, in order for Party B to make effective presentations of Party A to
the US investors and the stock market, Party A agrees to invite Party B to
attend its board meetings and senior management meetings to have knowledge of
its daily business operations.

    


    Article
10—Confidentiality

     

    Party A
and Party B have obligations to maintain the confidentiality of the business
secret of the other party and shall not be passed on to any third
parties.  Party B, as a publicly traded company in the US, has the
right and obligation to file this agreement to the US SEC.

    


    Article
11—Applicable Law

     

    The
execution and interpretation of this agreement shall be governed by the laws of
the People’s Republic of China.

    


    Article
12—Dispute Resolution

     

    For all
disputes and differences relevant hereto or arising from performance hereof,
both Parties shall first try to settle them through friendly negotiations. If no
agreement is reached within 30 days as of the date of the dispute, either party
may submit the dispute to Beijing International Arbitration Commission for
arbitration in accordance with then applicable arbitration rules at the time.
The arbitration award shall be final, and legally binding to both
parties.

    


    Article
13 Entire agreement

     

    This
Agreement shall be the final and complete contract between the Parties, and
shall supersede all previous agreements between the Parties, oral or
written.

    


    
      
         


      

      
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    Article
14—Miscellaneous

     

    
      	1. 	If this agreement has versions of more than one
      language, the Chinese version shall govern in case of dispute or
      inconsistencies.


    

    


    Article
15—Effectiveness and Modification

     

    This
agreement shall become effective on the date when it is signed by both parties.
The Parties may modify or supplement this agreement in writing, and written
modifications or supplementations to this agreement signed by both parties shall
be an integral part of this agreement, and shall have the same legal effect as
this Contract.

    


    Article
16—Duplicates

     

    This
agreement shall have one form, 4 copies, with each party holding 2 copies with
the same legal effect.

     

    
      	Party A (signature
      and seal): 	Party B (signature
      and seal):
	 	 
	Authorized
      representative name,  	Authorized
      representative name,
	signature and
      title:  	signature and
      title:
	Xie, Chungui,
      Chairman (Signed)   	Keith Wong, Chairman
      (Signed)
	Date: April 12th,
      2008    	Date April 12th,
      2008


    

              

    Appendixes:

    Resolution
issued to Party B by Board of Directors of Party A regarding the transfer stock
ownership;

    


    


    
      
         


      

      
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    Board of
Directors of Anhui Wenda Educational & Investment Management
Corporation

    


    Legal
Address: No. 188, Hezuo Beilu, Hefei, Anhui, China

    


    Board
Resolution on April 12, 2008

    


    Whereas
the Company’s listing on the US Stock Exchange is beneficial to the company’s
long term financial goals, and that EastBridge Investment Group Corp will
provide our company with necessary services and expert opinions for the listing
of our company on the US market, the Board of Directors agree to sell 17% of the
company’s shares to EastBridge Investment Group Corp (hereafter EastBridge) for
the consideration of USD$1.  Nevertheless, should EastBridge not able
to follow the listing time frame agreed on the executed listing agreement signed
by our company and EastBridge, EastBridge shall sell the 17% of the shares of
our company back to us for a consideration of 1RMB.  Before our
company’s formal listing on the US stock exchange, EastBridge shall not be
entitled to any of the profits, dividends, bonuses, voting rights or director’s
voting rights.

    


    Anhui
Wenda Educational & Investment Management Corporation (Sealed, and
signed)

    


    Date of
Signature: April 12, 2008

    


    Signatures
of Other Directors

    


    Director                  Name                                          Date
of Signature  April 12, 2008

     

    
      
         


      

      
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