ebig_ex1020.htm


    EXHIBIT 10.20

    (Translation
from Chinese)

     

    Listing
Agreement

     

    Contract
No.: 0288V2

    Party
A:   Beijing Tsingda Century Education Investment and Consultancy
Limited ("Party A")

    
      
         

        Party
C:   Beijing Tsingda Century Education Investment and Consultancy
Limited and all its holding companies both at home and abroad entrusted to go
public.

      

    

    
    

    
    

     

    Party A's
legal address: 7th Floor, Zhongguancun Shouchuang Building, Beiyi
Street,

     

    Haidian
District, Beijing, People's Republic of China Tel: +86 010-62690222 or
010-62690255

    


    Party
B:  EastBridge Investment Group Corp ("Party B"), a company registered in
the US. Legal address: 8040 E. Morgan Trail, Unit 18, Scottsdale, Arizona, USA
85258 Tel: 480 966 2020; FAX: 480 966 0808

    


    Article
1—Listing Service

     

    Party A
asks Party B to help list Party C's stock in America directly. Party A's
definition of Party C's listing is for its stock to be listed on the American
Stock Exchange through a reverse merger.

    


    Article
2—Authority and Preconditions

     

    
      	1.	Party B's authority
      includes consultations, negotiations involved in the listing, and the
      handling of relevant formalities; Party B shall have the right to decide
      how to list on American Stock Exchange for Party C, in any legal manner
      conforming to US laws and relevant regulations thereof.
	 	 	 
	2. 	Party C shall meet
      the following conditions before Party B agrees to take on this project as
      stipulated in Article 1 hereof:


       

      
        
           


        

        
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        	 	A.	Party
      C shall, at the time of the execution hereof, provide Party B with
      financial reports
      for 2007 and 2008 issued by local certified public
      accountants.
	 	 	 
	 	B.	Party
      C 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,


      

    

     

     Article
3—Term and Conditions

     

    Party B
shall bring Party C public within three months on condition of Party C's
successful American auditing. Party B's auditor will arrive at Party A's Beijing
headquarter to start the auditing before the end of January, 2010. Party C may
cause any delay of the listing of the stock provided that:

     

    
      
        	       1)     	Party
      C's successful financial auditing for 2008 and 2009 in accordance with the
      US
      GAAS (Generally Accepted Auditing Standard) and GAAP (Generally Accepted
      Accounting
      Principles) prior to Party A's successful
      listing. Party C is able to realize an
      after-tax profits for 2008 and 2009 of at least RMB 20,000,000 and RMB
      40,000,000; 20% fluctuation is permitted.
	 	 
	       2) 	
                Party
      C is free from material law suits or scandals, etc., which are detrimental
      to the intangible assets of Party C.

              
	 	 
	       3) 	Party
      C should finish their Business Plan both in Chinese and English in 30 days
      after the signature of this contract.
	 	 
	       4)	Party
      C should finish their new English website in 30 days after the signature
      of this contract.


      

       

    

    Article
4—Party A and Party C's Protection of Party B's Interest

     

    
      
        	1. 	 	Party B agrees to
      bear the following expenses before the listing of Party C:
	 	 	 
	 	A.	Acquire
      a company that is listed on the American Stock Exchange for Party C to
      use
	 	 	 
	 	B. 	Legal and consulting
      expenses;
	 	 	 
	 	C.	Strategies and
      consulting expenses;
	 	 	 
	 	D. 	Expenses for 2 years
      (2008, 2009) of GAAS/GAAP auditing;


      

       

      
        
           


        

        
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        	 	E.  	SEC pre-audit
      financial consulting expenses;
	 	 	 
	 	F.	SEC
      application fee, road show (Party A shall bear its own traveling
      expenses), PR
      expenses;
	 	 	 
	 	G.	Business plan, web
      site consulting fee;
	 	 	 
	 	H. 	Equity share
      planning consulting fee;
	 	 	 
	 	I. 	Opening expenses;
      stock certificates' printing expense and registration
expense;
	 	 	 
	 	J. 	Market maker
      fee;
	 	 	 
	 	K.  	Acquisition,
      investment increase, loan consulting fee;
	 	 	 
	 	L. 	Listing
      recommendation fee;
	 	 	 
	 	M. 	Miscellaneous
      expenses related to Party C's pre-listing in the U.S. Article 5—Finance
      Target


         

        
          Article
5—Finance Target

           

        

        
          	1. 	Party B promises to
      provide a funding source of RMB20,000,000 to Party A to purchase a portion
      of the shares of a major shareholder within 30 days after the audit report
      becomes available.
	 	 	 
	2. 	Party B promises to
      provide a funding source of USD10,000,000 to Party A to expand Party C's
      business. Party A negotiates and decides on the above financing terms
      directly with investors. Party B will not charge any
  fee.


        

      

    

     

    Article
6—Listing fees and Manner of Payment

     

    
      	1)  	Party A agrees the following stock structure:
      (For an example, assuming the US public shell
      has 30,000,000 shares outstanding. The total share may change, however,
      the ratio will
      not change.)
	 	 
	 	A) 	100% of Party C's
      stock right will exchange for 26,400,000 shares of the US shell's
      stock;
	 	 	 
	 	B) 	Party B will retain
      3,600,000 shares of the US shell's stock to pay for Party B's listing
      services;
	 	 	 
	2)	Party A agrees to
      pay Party B US$150,000 as a listing fee. The fee will be paid as follows
      and in U.S. dollar and wired to Party B's U.S. headquarters' account: 1/3
      due on the
      signing of this agreement, another 1/3 due when the audit report is issued
      and the remaining
      1/3 due when a merger agreement is signed with a US
  shell.


    

      

    
      
         


      

      
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    Article
7—Stock Transfer

     

    Party A,
Party B and Party C shall buy and sell their shares of Party C company stock in
any manner as soon as the SEC approves the listing of Party C.

    


    Article
8—Treatment of Stock for Failure of Listing After the signing of this
agreement:

    
       

      
        	1) 	If Party C's company
      fails to be listed on the main board with which due to the cause of Party
      B, Party B agrees to refund $150,000 to Party A within 3 days;
      however,
	 	 
	2)	If
      Party C's company fails to be listed on the main board with which due to
      the cause of Party A or C, Party A agrees that Party B will not be
      required to refund the cash payments to Party A. In addition, Party A
      promises it will not list Party C company directly or indirectly in any
      stock exchange in the world for one year from the date of the cancellation
      of this agreement.
	 	 
	3) 	Party A agrees to
      notify Party B in writing with at least 30 days in advance in the case of
      canceling the listing effort.


      

       

    

    Article
9—Consent to Invitation

     

    Prior to
the listing, in order for Party B to make efficient introduction of Party C to
the US investors and the stock market, Party C agrees to invite Party B to
attend its board meetings and senior management meetings to have some knowledge
of its daily business operation.

    


    Article
10—Confidentiality

     

    Party A,
Party B and Party C shall be liable for actively maintaining the confidentiality
of the business secret of other parties or relevant to the listing. Since Party
B is a public company in the U.S., it is obligated to disclose this agreement to
the SEC. In the case of any changes, Party A must make its best effort to notify
Party B in a timely manner.

    


    
      
         


      

      
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    Article
11—Applicable Law

     

    Implementation
and construction of this Contract shall be governed by the laws of Hong Kong
Special Administrative Region of China.

    


    Article
12—Dispute Settlement

     

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

    


    Article
14—Miscellaneous

     

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

    


    Article
15—Effectiveness and Modification

     

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

    


    Article
16—Duplicates

     

    This
agreement shall be served in 4 copies, with each party holding 2, each with the
same legal effect.

     

    
      
         


      

      
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        	Party A (signature
      and seal):	Party B (signature
      and seal):
	 	 
	Authorized
      representative name, 	Authorized
      representative name, 
	signature and title:
      	signature and title:
      
	Zhang Hui,
      President	Keith Wong,
      President
	Date: Dec 24,
      2009	Date:
      Dec 24, 2009


      

       

    

     

    
      
         


      

      
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