English
translation only for reference










 


Contract Reference NO.: 


 


Three Parties Fund Escrow Agreement


  


 


Rural Credit Cooperative of Laishan District,
Yantai City


 



    	 



    	 



    

 


Party A: Yantai
Shencaojishi Pharmaceuticals Co., Ltd.


Address: No.9 Tianzheng Road, Laishan District,
Yantai City, Shandong Province


Legal Representative: Qu Hongwei


 


Party B: Rural Credit Cooperative of Laishan
District, Yantai City


Address: No. 27 Yinhai Road, Laishan District,
Yantai City, Shandong Province


Representative: Wang Yingcheng


 


Party C: EURO PACIFIC CAPITAL, INC.


Address: 1201 Dove Street, Ste. 200, Newport
Beach, California 92660, USA


Legal Representative: Gordon McBean, President


 


Recitals



Party
A is a Chinese legal person or other entity which was incorporated in accordance with laws and regulations of the People’s
Republic of China (the “PRC”), which has necessary civil ability and capacity to execute and perform this Agreement,
and to undertake the civil liability independently. Party A has obtained all the necessary and legitimate permit and authority
to execute this Agreement. Party A guarantees the legitimacy of source of the fund;


Party
B is a commercial bank which was incorporated upon approval of relevant competent authorities and legally existing in the PRC.
Party B has the ability and capacity to execute this Agreement with Party A and Party C, and to perform the rights and obligations
hereunder;


Party
C is an entity legally incorporated and existing in accordance with applicable laws and regulations of the United States or the
states thereof. Party C has the ability and capacity to execute this Agreement and to perform the rights and obligations hereunder;


Through
friendly negotiation among Party A, Party B and Party C, Party A authorizes Party B to escrow the Fund concerning the payment
of outstanding principal and interest due under the Notes (as defined below). During the escrow term, Party B shall perform the
responsibilities and obligations in accordance with this Agreement, while Party B will not be liable to the investment and business
operation between Party A and Party C.


 



    	 



    	 



    
 





Definition:


 


		1.	Agreement
                                                                                                                                                                                                                     means
                                                                                                                                                                                                                     this
                                                                                                                                                                                                                     Fund
                                                                                                                                                                                                                     Escrow
                                                                                                                                                                                                                     Agreement,
                                                                                                                                                                                                                     exhibits
                                                                                                                                                                                                                     thereof,
                                                                                                                                                                                                                     and
                                                                                                                                                                                                                     any
                                                                                                                                                                                                                     amendments,
                                                                                                                                                                                                                     modifications
                                                                                                                                                                                                                     and
                                                                                                                                                                                                                     supplements
                                                                                                                                                                                                                     to
                                                                                                                                                                                                                     this
                                                                                                                                                                                                                     Agreement
                                                                                                                                                                                                                     and
                                                                                                                                                                                                                     exhibits.



		2.	Escrow
                                                                                                                                                                                                                     Bank
                                                                                                                                                                                                                     or
                                                                                                                                                                                                                     Depositary
                                                                                                                                                                                                                     means
                                                                                                                                                                                                                     Rural
                                                                                                                                                                                                                     Credit
                                                                                                                                                                                                                     Cooperative
                                                                                                                                                                                                                     of
                                                                                                                                                                                                                     Laishan
                                                                                                                                                                                                                     District,
                                                                                                                                                                                                                     Yantai
                                                                                                                                                                                                                     City
                                                                                                                                                                                                                     (hereunder
                                                                                                                                                                                                                     as
                                                                                                                                                                                                                     “RCC
                                                                                                                                                                                                                     Bank”),
                                                                                                                                                                                                                     which
                                                                                                                                                                                                                     is
                                                                                                                                                                                                                     Party
                                                                                                                                                                                                                     B
                                                                                                                                                                                                                     hereunder.



		3.	Fund
                                                                                                                                                                                                                     means
                                                                                                                                                                                                                     the
                                                                                                                                                                                                                     fund
                                                                                                                                                                                                                     established
                                                                                                                                                                                                                     hereunder
                                                                                                                                                                                                                     to
                                                                                                                                                                                                                     be
                                                                                                                                                                                                                     established
                                                                                                                                                                                                                     at
                                                                                                                                                                                                                     the
                                                                                                                                                                                                                     Escrow
                                                                                                                                                                                                                     Banks
                                                                                                                                                                                                                     exclusively
                                                                                                                                                                                                                     used
                                                                                                                                                                                                                     for
                                                                                                                                                                                                                     guaranteeing
                                                                                                                                                                                                                     the
                                                                                                                                                                                                                     payment
                                                                                                                                                                                                                     of
                                                                                                                                                                                                                     outstanding
                                                                                                                                                                                                                     principal
                                                                                                                                                                                                                     and
                                                                                                                                                                                                                     interest
                                                                                                                                                                                                                     due
                                                                                                                                                                                                                     on
                                                                                                                                                                                                                     certain
                                                                                                                                                                                                                     8%
                                                                                                                                                                                                                     convertible
                                                                                                                                                                                                                     promissory
                                                                                                                                                                                                                     notes,
                                                                                                                                                                                                                     due
                                                                                                                                                                                                                     October
                                                                                                                                                                                                                     5,
                                                                                                                                                                                                                     2012
                                                                                                                                                                                                                     (the
                                                                                                                                                                                                                     “Notes”)
                                                                                                                                                                                                                     owed
                                                                                                                                                                                                                     by
                                                                                                                                                                                                                     Party
                                                                                                                                                                                                                     A
                                                                                                                                                                                                                     (and/or
                                                                                                                                                                                                                     its
                                                                                                                                                                                                                     affiliates)
                                                                                                                                                                                                                     to
                                                                                                                                                                                                                     third
                                                                                                                                                                                                                     party
                                                                                                                                                                                                                     investors
                                                                                                                                                                                                                     for
                                                                                                                                                                                                                     which
                                                                                                                                                                                                                     Party
                                                                                                                                                                                                                     C
                                                                                                                                                                                                                     is
                                                                                                                                                                                                                     acting
                                                                                                                                                                                                                     as
                                                                                                                                                                                                                     investor
                                                                                                                                                                                                                     representative.



		4.	Escrow
                                                                                                                                                                                                                     Property
                                                                                                                                                                                                                     means
                                                                                                                                                                                                                     the
                                                                                                                                                                                                                     cash
                                                                                                                                                                                                                     deposited
                                                                                                                                                                                                                     in
                                                                                                                                                                                                                     the
                                                                                                                                                                                                                     Escrow
                                                                                                                                                                                                                     Account
                                                                                                                                                                                                                     that
                                                                                                                                                                                                                     is
                                                                                                                                                                                                                     escrowed
                                                                                                                                                                                                                     by
                                                                                                                                                                                                                     Party
                                                                                                                                                                                                                     B
                                                                                                                                                                                                                     as
                                                                                                                                                                                                                     authorized
                                                                                                                                                                                                                     by
                                                                                                                                                                                                                     Party
                                                                                                                                                                                                                     A
                                                                                                                                                                                                                     and
                                                                                                                                                                                                                     the
                                                                                                                                                                                                                     cash
                                                                                                                                                                                                                     generated
                                                                                                                                                                                                                     from
                                                                                                                                                                                                                     the
                                                                                                                                                                                                                     management
                                                                                                                                                                                                                     and
                                                                                                                                                                                                                     use
                                                                                                                                                                                                                     of
                                                                                                                                                                                                                     it.



		5.	Escrow
                                                                                                                                                                                                                     Account
                                                                                                                                                                                                                     means
                                                                                                                                                                                                                     the
                                                                                                                                                                                                                     bank
                                                                                                                                                                                                                     account
                                                                                                                                                                                                                     opened
                                                                                                                                                                                                                     in
                                                                                                                                                                                                                     the
                                                                                                                                                                                                                     escrow
                                                                                                                                                                                                                     operation
                                                                                                                                                                                                                     section
                                                                                                                                                                                                                     of
                                                                                                                                                                                                                     Party
                                                                                                                                                                                                                     B,
                                                                                                                                                                                                                     which
                                                                                                                                                                                                                     is
                                                                                                                                                                                                                     used
                                                                                                                                                                                                                     for
                                                                                                                                                                                                                     escrow,
                                                                                                                                                                                                                     management
                                                                                                                                                                                                                     and
                                                                                                                                                                                                                     use
                                                                                                                                                                                                                     of
                                                                                                                                                                                                                     the
                                                                                                                                                                                                                     Escrow
                                                                                                                                                                                                                     Property.
                                                                                                                                                                                                                     The
                                                                                                                                                                                                                     cash
                                                                                                                                                                                                                     cannot
                                                                                                                                                                                                                     be
                                                                                                                                                                                                                     withdrawn
                                                                                                                                                                                                                     from
                                                                                                                                                                                                                     the
                                                                                                                                                                                                                     account.



		6.	Transfer
                                                                                                                                                                                                                     Instruction
                                                                                                                                                                                                                     means
                                                                                                                                                                                                                     the
                                                                                                                                                                                                                     written
                                                                                                                                                                                                                     document
                                                                                                                                                                                                                     issued
                                                                                                                                                                                                                     by
                                                                                                                                                                                                                     both
                                                                                                                                                                                                                     Party
                                                                                                                                                                                                                     A
                                                                                                                                                                                                                     and
                                                                                                                                                                                                                     Party
                                                                                                                                                                                                                     C
                                                                                                                                                                                                                     to
                                                                                                                                                                                                                     Party
                                                                                                                                                                                                                     B
                                                                                                                                                                                                                     according
                                                                                                                                                                                                                     to
                                                                                                                                                                                                                     which
                                                                                                                                                                                                                     the
                                                                                                                                                                                                                     payment
                                                                                                                                                                                                                     shall
                                                                                                                                                                                                                     be
                                                                                                                                                                                                                     transferred
                                                                                                                                                                                                                     and
                                                                                                                                                                                                                     made
                                                                                                                                                                                                                     from
                                                                                                                                                                                                                     the
                                                                                                                                                                                                                     Escrow
                                                                                                                                                                                                                     Account
                                                                                                                                                                                                                     to
                                                                                                                                                                                                                     a
                                                                                                                                                                                                                     designated
                                                                                                                                                                                                                     bank
                                                                                                                                                                                                                     account
                                                                                                                                                                                                                     and
                                                                                                                                                                                                                     to
                                                                                                                                                                                                                     pay
                                                                                                                                                                                                                     the
                                                                                                                                                                                                                     relevant
                                                                                                                                                                                                                     costs
                                                                                                                                                                                                                     or
                                                                                                                                                                                                                     expenses.



		7.	Transaction
                                                                                                                                                                                                                     Documents
                                                                                                                                                                                                                     means
                                                                                                                                                                                                                     the
                                                                                                                                                                                                                     appendixes
                                                                                                                                                                                                                     attached
                                                                                                                                                                                                                     to
                                                                                                                                                                                                                     the
                                                                                                                                                                                                                     Transfer
                                                                                                                                                                                                                     Instruction,
                                                                                                                                                                                                                     i.e.
                                                                                                                                                                                                                     the
                                                                                                                                                                                                                     contracts,
                                                                                                                                                                                                                     agreements,
                                                                                                                                                                                                                     materials
                                                                                                                                                                                                                     and
                                                                                                                                                                                                                     any
                                                                                                                                                                                                                     other
                                                                                                                                                                                                                     documents
                                                                                                                                                                                                                     related
                                                                                                                                                                                                                     to
                                                                                                                                                                                                                     the
                                                                                                                                                                                                                     transaction.



		8.	Escrow
                                                                                                                                                                                                                     Property
                                                                                                                                                                                                                     Document
                                                                                                                                                                                                                     means
                                                                                                                                                                                                                     the
                                                                                                                                                                                                                     valid
                                                                                                                                                                                                                     documents
                                                                                                                                                                                                                     and
                                                                                                                                                                                                                     contracts
                                                                                                                                                                                                                     executed
                                                                                                                                                                                                                     by
                                                                                                                                                                                                                     and
                                                                                                                                                                                                                     between
                                                                                                                                                                                                                     Party
                                                                                                                                                                                                                     A
                                                                                                                                                                                                                     and
                                                                                                                                                                                                                     Party
                                                                                                                                                                                                                     C,
                                                                                                                                                                                                                     and
                                                                                                                                                                                                                     those
                                                                                                                                                                                                                     entered
                                                                                                                                                                                                                     into
                                                                                                                                                                                                                     by
                                                                                                                                                                                                                     Party
                                                                                                                                                                                                                     A
                                                                                                                                                                                                                     or
                                                                                                                                                                                                                     Party
                                                                                                                                                                                                                     C
                                                                                                                                                                                                                     with
                                                                                                                                                                                                                     any
                                                                                                                                                                                                                     other
                                                                                                                                                                                                                     third
                                                                                                                                                                                                                     party
                                                                                                                                                                                                                     other
                                                                                                                                                                                                                     than
                                                                                                                                                                                                                     Party
                                                                                                                                                                                                                     B,
                                                                                                                                                                                                                     which
                                                                                                                                                                                                                     have
                                                                                                                                                                                                                     already
                                                                                                                                                                                                                     been
                                                                                                                                                                                                                     delivered
                                                                                                                                                                                                                     to
                                                                                                                                                                                                                     Party
                                                                                                                                                                                                                     B
                                                                                                                                                                                                                     and
                                                                                                                                                                                                                     are
                                                                                                                                                                                                                     binding
                                                                                                                                                                                                                     the
                                                                                                                                                                                                                     use
                                                                                                                                                                                                                     of
                                                                                                                                                                                                                     Escrow
                                                                                                                                                                                                                     Property.



		9.	Fiscal
                                                                                                                                                                                                                     Year
                                                                                                                                                                                                                     means
                                                                                                                                                                                                                     the
                                                                                                                                                                                                                     calendar
                                                                                                                                                                                                                     year
                                                                                                                                                                                                                     commencing
                                                                                                                                                                                                                     from
                                                                                                                                                                                                                     1
                                                                                                                                                                                                                     January
                                                                                                                                                                                                                     and
                                                                                                                                                                                                                     ending
                                                                                                                                                                                                                     on
                                                                                                                                                                                                                     31
                                                                                                                                                                                                                     December.
                                                                                                                                                                                                                     The
                                                                                                                                                                                                                     first
                                                                                                                                                                                                                     Fiscal
                                                                                                                                                                                                                     Year
                                                                                                                                                                                                                     will
                                                                                                                                                                                                                     start
                                                                                                                                                                                                                     from
                                                                                                                                                                                                                     the
                                                                                                                                                                                                                     execution
                                                                                                                                                                                                                     date
                                                                                                                                                                                                                     of
                                                                                                                                                                                                                     the
                                                                                                                                                                                                                     Agreement,
                                                                                                                                                                                                                     and
                                                                                                                                                                                                                     end
                                                                                                                                                                                                                     on
                                                                                                                                                                                                                     31
                                                                                                                                                                                                                     December
                                                                                                                                                                                                                     then.



 



    	 



    	 



    
 





Article
I.Party A’s Rights and Obligations


		1.	Party
                                                                                                                                                                                                               A’s
                                                                                                                                                                                                               rights
                                                                                                                                                                                                               include:






	(1)	Enjoying
    the ownership of the Escrow Property; 
	(2)	Checking
    and inspecting the status and situation of the Escrow Property; 
	(3)	Disposing
    of and distributing the Escrow Property in accordance with laws and regulations and this Agreement; and
	(4)	Other
    rights specified by the laws and regulations and this Agreement. 







		2.	Party
                                                                                                                                                                                                               A’s
                                                                                                                                                                                                               obligations
                                                                                                                                                                                                               include
                                                                                                                                                                                                               that
                                                                                                                                                                                                               Party
                                                                                                                                                                                                               A
                                                                                                                                                                                                               shall:






	(1)	Warrant
    and represent that the Escrow Property is free and clear from any security interests and encumbrances;
	(2)	From
    the effectiveness date of the Agreement, fully deliver the Escrow Property to Party B in a timely manner according to this
    Agreement; 
	(3)	Be
    responsible for all fees incurred by the parties to this Agreement concerning this Agreement, including without limitation
    to bank fees and escrow fees, but excluding part of legal expenses incurred therefrom which should be borne by Party C; and
    Party A shall make full payment of the escrow fees and other fees to either Party B and Party C in a timely manner according
    to this Agreement; 







 






    	 



    	 



    
 





	(4)	Direct
    Party B to transfer and pay the fund (in part or in whole) to appropriate parties in a timely manner pursuant to this Agreement; 
	(5)	Regularly
    conduct the outside annual audit and annual examination of Administration of Industry and Commerce; 
	(6)	Notify
    Party B in advance of any significant issues which have direct impact on the Escrow Property in order to facilitate the change
    and preparation for Party B; 
	(7)	In
    compliance with laws and regulations, and at the request of Party B, provide the assistance for the purpose of proceeding
    with the escrow business and operation; 
	(8)	Provide
    Party B with necessary agreements and amendments required for the maintenance of the Escrow Property in accordance with the
    terms hereof; 
	(9)	Ensure
    Party A’s articles of association and other legal documents executed in the name of Party A signature has no conflict
    with this Agreement; and if the foregoing documents are inconsistent with the Agreement, this Agreement will prevail; 
	(10)	Ensure
    any activities in relation to this Agreement are in compliance with the laws and regulations; and any disputes or issues arising
    from the execution and performance of other transaction documents have no relation with Party B; and
	(11)	Perform
    other obligations required by laws and regulations and this Agreement. 







 



    	 



    	 



    
 





Article
II.Party B’s Rights and Obligations


		1.	Party
                                                                                                                                                                                                               B’s
                                                                                                                                                                                                               rights
                                                                                                                                                                                                               include:






	(1)	Exercising
    all rights associated with the Escrow Account and the Escrow Property according to this Agreement; 
	(2)	Supervising
    Party A to open the Escrow Account and keeping Transaction Documents of the Escrow Property in accordance with this Agreement
    and as necessary for maintaining the Escrow Account; 
	(3)	Obtaining
    Transfer Instruction, relevant data and Transaction Documents from Party A and Party C and complying with the same; 
	(4)	Receiving
    escrow fees according to this Agreement; and
	(5)	Other
    rights provided by the laws and regulations and this Agreement. 







		2.	Party
                                                                                                                                                                                                               B’s
                                                                                                                                                                                                               obligations
                                                                                                                                                                                                               include:






	(1)	Being
    responsible for the Escrow Account and the Escrow Property, and accepting the supervision of Party A and Party C; 
	(2)	Escrowing
    the Escrow Property in good faith and diligence; 
	(3)	Ensuring
    the Escrow Property is kept independently and separately from self-owned property of Party B and other property escrowed by
    Party B; 
	(4)	Not
    transferring or subcontracting the Escrow Account or the Escrow Property to a third party without Party A’s written
    consent; 
	(5)	Implementing
    the Transfer Instruction issued jointly by Party A and Party C which is in compliance with the laws and regulations and this
    Agreement, and proceed the payment properly and promptly; 
	(6)	Safekeeping
    the relevant records, Trading Document and other materials for fund escrow according to the laws and regulations; 
	(7)	Establishing
    independent accounting book for the Escrow Property according to this Agreement, and proceeding the independent accounting
    with respect to the Escrow Property, and verifying the accounting result with Party A and Party C; 







 






    	 



    	 



    
 





	(8)	Compiling
    and submitting an escrow report of last Fiscal Year to Party A and Party C within 30 business days upon the end of each Fiscal
    Year; 
	(9)	Verifying
    the disclosure of financial information required by Party B in written through the process of management of the Escrow Property;
	(10)	Verifying
    the Transfer Instruction, which means Party B shall review whether the Transaction Documents and Transfer Instruction are
    consistent, review whether the signatures on Transfer Instruction are consistent with the specimens, and review whether the
    usage of fund on Transfer Instruction is consistent with those on Transaction Documents, but Party B will not judge the authenticity
    or legality of the Transaction Documents; 
	(11)	Giving
    notice to Party A and Party C promptly, when confronted with the financial deterioration or other changes which will have
    impact on the fund escrow; and
	(12)	Other
    obligations specified by the laws and regulations and this Agreement.







 


Article
III.Party C’s Rights and Obligations


		1.	Party
                                                                                                                                                                                                               C’s
                                                                                                                                                                                                               rights
                                                                                                                                                                                                               include:






	(1)	Checking
    and inspecting the management and operation of the Escrow Property by Party A;
	(2)	Checking
    and inspecting the status and situation of the Escrow Property escrowed by Party B;
	(3)	Verifying
    the independent accounting book for the Escrow Property provided by Party B and obtaining account statements, information
    and other data relevant to the Escrow Property directly from Party B without the need for prior consent from any party to
    this Agreement;




 






    	 



    	 	



    
 








	(4)	Reviewing
    the escrow report compiled and submitted by Party B; and
	(5)	Other
    rights provided by the laws and regulations and this Agreement. 







		2.	Party
                                                                                                                                                                                                               C’s
                                                                                                                                                                                                               obligations
                                                                                                                                                                                                               include






	(1)	Ensuring
    the legitimacy of the usage of the Fund;
	(2)	Providing
    assistance required by Party B regarding the Escrow Account and the Escrow Property, in compliance with laws and regulations
    and at the request of Party B;
	(3)	Providing
    Party B with agreements and its amendments necessary for the maintenance of the Escrow Property in accordance with the terms
    hereof; 
	(4)	Ensuring
    Party C’s articles of association and any other legal documents executed in the name of Party C have no conflict with
    this Agreement; 
	(5)	Ensuring
    all the activities in relation to this Agreement are in compliance with the laws and regulations. Any disputes or issues arising
    from the execution and performance of other transaction documents have no relation with Party B; and
	(6)	Other
    obligations specified by the laws and regulations and this Agreement.




 





Article
IV.The Management and Use of Escrow Property


		1.	Opening
                                                                                                                                                                                                               and
                                                                                                                                                                                                               Management
                                                                                                                                                                                                               of
                                                                                                                                                                                                               Escrow
                                                                                                                                                                                                               Account



		(1)	Within
                                                                                                                                                                                                                 two
                                                                                                                                                                                                                 working
                                                                                                                                                                                                                 days
                                                                                                                                                                                                                 after
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 effectiveness
                                                                                                                                                                                                                 of
                                                                                                                                                                                                                 this
                                                                                                                                                                                                                 Agreement,
                                                                                                                                                                                                                 Party
                                                                                                                                                                                                                 A
                                                                                                                                                                                                                 shall
                                                                                                                                                                                                                 open
                                                                                                                                                                                                                 an
                                                                                                                                                                                                                 Escrow
                                                                                                                                                                                                                 Account
                                                                                                                                                                                                                 with
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 escrow
                                                                                                                                                                                                                 section
                                                                                                                                                                                                                 of
                                                                                                                                                                                                                 Party
                                                                                                                                                                                                                 B.
                                                                                                                                                                                                                 Once
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 Escrow
                                                                                                                                                                                                                 Account
                                                                                                                                                                                                                 is
                                                                                                                                                                                                                 opened,
                                                                                                                                                                                                                 Party
                                                                                                                                                                                                                 A
                                                                                                                                                                                                                 will
                                                                                                                                                                                                                 immediately
                                                                                                                                                                                                                 deposit
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 amount
                                                                                                                                                                                                                 of
                                                                                                                                                                                                                 RMB
                                                                                                                                                                                                                 [__________]
                                                                                                                                                                                                                 into
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 Escrow
                                                                                                                                                                                                                 Account.
                                                                                                                                                                                                                 No
                                                                                                                                                                                                                 one
                                                                                                                                                                                                                 can
                                                                                                                                                                                                                 withdraw
                                                                                                                                                                                                                 cash
                                                                                                                                                                                                                 from
                                                                                                                                                                                                                 Escrow
                                                                                                                                                                                                                 Account.



 Information
of Escrow Account


Account
Name:___________________


Opening
Bank: Rural Credit Cooperative of Binhai, Laishan District, Yantai City


Account
Number:______________________________


 






    	 



    	 	



    



 


		(2)	The
                                                                                                                                                                                                                 Escrow
                                                                                                                                                                                                                 Account
                                                                                                                                                                                                                 is
                                                                                                                                                                                                                 opened
                                                                                                                                                                                                                 and
                                                                                                                                                                                                                 used
                                                                                                                                                                                                                 for
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 purpose
                                                                                                                                                                                                                 agreed
                                                                                                                                                                                                                 hereunder
                                                                                                                                                                                                                 and
                                                                                                                                                                                                                 pursuant
                                                                                                                                                                                                                 to
                                                                                                                                                                                                                 that
                                                                                                                                                                                                                 certain
                                                                                                                                                                                                                 Second
                                                                                                                                                                                                                 Amendment
                                                                                                                                                                                                                 to
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 Notes
                                                                                                                                                                                                                 to
                                                                                                                                                                                                                 be
                                                                                                                                                                                                                 entered
                                                                                                                                                                                                                 between
                                                                                                                                                                                                                 Party
                                                                                                                                                                                                                 A
                                                                                                                                                                                                                 and
                                                                                                                                                                                                                 Party
                                                                                                                                                                                                                 C
                                                                                                                                                                                                                 concurrently
                                                                                                                                                                                                                 with
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 funding
                                                                                                                                                                                                                 of
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 Escrow
                                                                                                                                                                                                                 Account.
                                                                                                                                                                                                                 Neither
                                                                                                                                                                                                                 Party
                                                                                                                                                                                                                 A
                                                                                                                                                                                                                 nor
                                                                                                                                                                                                                 Party
                                                                                                                                                                                                                 B
                                                                                                                                                                                                                 can
                                                                                                                                                                                                                 use
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 Escrow
                                                                                                                                                                                                                 Account
                                                                                                                                                                                                                 to
                                                                                                                                                                                                                 conduct
                                                                                                                                                                                                                 activities
                                                                                                                                                                                                                 except
                                                                                                                                                                                                                 that
                                                                                                                                                                                                                 agreed
                                                                                                                                                                                                                 hereunder.



		(3)	The
                                                                                                                                                                                                                 account
                                                                                                                                                                                                                 name
                                                                                                                                                                                                                 of
                                                                                                                                                                                                                 Escrow
                                                                                                                                                                                                                 Account
                                                                                                                                                                                                                 is
                                                                                                                                                                                                                 Party
                                                                                                                                                                                                                 A’s
                                                                                                                                                                                                                 company
                                                                                                                                                                                                                 name.
                                                                                                                                                                                                                 Party
                                                                                                                                                                                                                 A
                                                                                                                                                                                                                 shall
                                                                                                                                                                                                                 apply
                                                                                                                                                                                                                 with
                                                                                                                                                                                                                 Party
                                                                                                                                                                                                                 B
                                                                                                                                                                                                                 to
                                                                                                                                                                                                                 open
                                                                                                                                                                                                                 a
                                                                                                                                                                                                                 bank
                                                                                                                                                                                                                 account
                                                                                                                                                                                                                 and
                                                                                                                                                                                                                 file
                                                                                                                                                                                                                 account
                                                                                                                                                                                                                 applications.
                                                                                                                                                                                                                 Party
                                                                                                                                                                                                                 A
                                                                                                                                                                                                                 and
                                                                                                                                                                                                                 Party
                                                                                                                                                                                                                 C
                                                                                                                                                                                                                 jointly
                                                                                                                                                                                                                 manage
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 Escrow
                                                                                                                                                                                                                 Account
                                                                                                                                                                                                                 without
                                                                                                                                                                                                                 seal
                                                                                                                                                                                                                 requirement,
                                                                                                                                                                                                                 when
                                                                                                                                                                                                                 transferring
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 Fund,
                                                                                                                                                                                                                 Party
                                                                                                                                                                                                                 B
                                                                                                                                                                                                                 shall
                                                                                                                                                                                                                 conduct
                                                                                                                                                                                                                 according
                                                                                                                                                                                                                 to
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 Party
                                                                                                                                                                                                                 A
                                                                                                                                                                                                                 and
                                                                                                                                                                                                                 Party
                                                                                                                                                                                                                 C’s
                                                                                                                                                                                                                 valid
                                                                                                                                                                                                                 fax
                                                                                                                                                                                                                 copy
                                                                                                                                                                                                                 of
                                                                                                                                                                                                                 Transfer
                                                                                                                                                                                                                 Instruction
                                                                                                                                                                                                                 jointly
                                                                                                                                                                                                                 issued
                                                                                                                                                                                                                 by
                                                                                                                                                                                                                 both
                                                                                                                                                                                                                 Party
                                                                                                                                                                                                                 A
                                                                                                                                                                                                                 and
                                                                                                                                                                                                                 Party
                                                                                                                                                                                                                 C.



		2.	During
                                                                                                                                                                                                               the
                                                                                                                                                                                                               term
                                                                                                                                                                                                               of
                                                                                                                                                                                                               this
                                                                                                                                                                                                               Escrow
                                                                                                                                                                                                               Agreement,
                                                                                                                                                                                                               Party
                                                                                                                                                                                                               A
                                                                                                                                                                                                               shall
                                                                                                                                                                                                               not
                                                                                                                                                                                                               cancel
                                                                                                                                                                                                               the
                                                                                                                                                                                                               Escrow
                                                                                                                                                                                                               Account
                                                                                                                                                                                                               or
                                                                                                                                                                                                               change
                                                                                                                                                                                                               the
                                                                                                                                                                                                               specimen
                                                                                                                                                                                                               without
                                                                                                                                                                                                               the
                                                                                                                                                                                                               consent
                                                                                                                                                                                                               of
                                                                                                                                                                                                               both
                                                                                                                                                                                                               Party
                                                                                                                                                                                                               B
                                                                                                                                                                                                               and
                                                                                                                                                                                                               Party
                                                                                                                                                                                                               C,
                                                                                                                                                                                                               otherwise,
                                                                                                                                                                                                               Party
                                                                                                                                                                                                               A
                                                                                                                                                                                                               shall
                                                                                                                                                                                                               undertake
                                                                                                                                                                                                               the
                                                                                                                                                                                                               losses
                                                                                                                                                                                                               of
                                                                                                                                                                                                               Escrow
                                                                                                                                                                                                               Property
                                                                                                                                                                                                               therefrom.



		3.	The
                                                                                                                                                                                                               Escrow
                                                                                                                                                                                                               Account
                                                                                                                                                                                                               should
                                                                                                                                                                                                               be
                                                                                                                                                                                                               managed
                                                                                                                                                                                                               in
                                                                                                                                                                                                               compliance
                                                                                                                                                                                                               with
                                                                                                                                                                                                               Administrative
                                                                                                                                                                                                               Rules
                                                                                                                                                                                                               for
                                                                                                                                                                                                               RMB
                                                                                                                                                                                                               Bank
                                                                                                                                                                                                               Settlement
                                                                                                                                                                                                               Account,
                                                                                                                                                                                                               Measures
                                                                                                                                                                                                               for
                                                                                                                                                                                                               Payment
                                                                                                                                                                                                               and
                                                                                                                                                                                                               Settlement,
                                                                                                                                                                                                               regulations
                                                                                                                                                                                                               from
                                                                                                                                                                                                               People’s
                                                                                                                                                                                                               Bank
                                                                                                                                                                                                               of
                                                                                                                                                                                                               China
                                                                                                                                                                                                               regarding
                                                                                                                                                                                                               interest
                                                                                                                                                                                                               rate
                                                                                                                                                                                                               management,
                                                                                                                                                                                                               and
                                                                                                                                                                                                               other
                                                                                                                                                                                                               regulations
                                                                                                                                                                                                               of
                                                                                                                                                                                                               People’s
                                                                                                                                                                                                               Bank
                                                                                                                                                                                                               of
                                                                                                                                                                                                               China
                                                                                                                                                                                                               and
                                                                                                                                                                                                               China
                                                                                                                                                                                                               Banking
                                                                                                                                                                                                               Regulatory
                                                                                                                                                                                                               Commission.



		4.	Party
                                                                                                                                                                                                               A
                                                                                                                                                                                                               shall
                                                                                                                                                                                                               not
                                                                                                                                                                                                               open
                                                                                                                                                                                                               securities
                                                                                                                                                                                                               account
                                                                                                                                                                                                               for
                                                                                                                                                                                                               the
                                                                                                                                                                                                               Escrowed
                                                                                                                                                                                                               Property,
                                                                                                                                                                                                               or
                                                                                                                                                                                                               use
                                                                                                                                                                                                               the
                                                                                                                                                                                                               Escrow
                                                                                                                                                                                                               Account
                                                                                                                                                                                                               as
                                                                                                                                                                                                               settlement
                                                                                                                                                                                                               account
                                                                                                                                                                                                               for
                                                                                                                                                                                                               securities
                                                                                                                                                                                                               trading
                                                                                                                                                                                                               fund.



		5.	Party
                                                                                                                                                                                                               A
                                                                                                                                                                                                               shall
                                                                                                                                                                                                               file
                                                                                                                                                                                                               the
                                                                                                                                                                                                               following
                                                                                                                                                                                                               documents
                                                                                                                                                                                                               and
                                                                                                                                                                                                               information
                                                                                                                                                                                                               to
                                                                                                                                                                                                               Party
                                                                                                                                                                                                               B
                                                                                                                                                                                                               (with
                                                                                                                                                                                                               copies
                                                                                                                                                                                                               to
                                                                                                                                                                                                               Party
                                                                                                                                                                                                               C)
                                                                                                                                                                                                               within
                                                                                                                                                                                                               5
                                                                                                                                                                                                               working
                                                                                                                                                                                                               days
                                                                                                                                                                                                               after
                                                                                                                                                                                                               the
                                                                                                                                                                                                               effectiveness
                                                                                                                                                                                                               of
                                                                                                                                                                                                               the
                                                                                                                                                                                                               Agreement:



		(1)	Account
                                                                                                                                                                                                                 opening
                                                                                                                                                                                                                 documents
                                                                                                                                                                                                                 of
                                                                                                                                                                                                                 Escrow
                                                                                                                                                                                                                 Account;



		(2)	The
                                                                                                                                                                                                                 list
                                                                                                                                                                                                                 of
                                                                                                                                                                                                                 Party
                                                                                                                                                                                                                 A’s
                                                                                                                                                                                                                 contactors
                                                                                                                                                                                                                 and
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 authorized
                                                                                                                                                                                                                 persons’
                                                                                                                                                                                                                 specimens;



		(3)	Other
                                                                                                                                                                                                                 documents
                                                                                                                                                                                                                 or
                                                                                                                                                                                                                 information
                                                                                                                                                                                                                 required
                                                                                                                                                                                                                 by
                                                                                                                                                                                                                 depositary.



    	 



    	 	



    
		6.	Party
                                                                                                                                                                                                               A
                                                                                                                                                                                                               will
                                                                                                                                                                                                               keep
                                                                                                                                                                                                               all
                                                                                                                                                                                                               originals
                                                                                                                                                                                                               documents
                                                                                                                                                                                                               and
                                                                                                                                                                                                               receipts
                                                                                                                                                                                                               of
                                                                                                                                                                                                               using
                                                                                                                                                                                                               the
                                                                                                                                                                                                               Fund
                                                                                                                                                                                                               on
                                                                                                                                                                                                               projects;
                                                                                                                                                                                                               and
                                                                                                                                                                                                               Party
                                                                                                                                                                                                               B
                                                                                                                                                                                                               and
                                                                                                                                                                                                               Party
                                                                                                                                                                                                               C
                                                                                                                                                                                                               will
                                                                                                                                                                                                               keep
                                                                                                                                                                                                               all
                                                                                                                                                                                                               copies
                                                                                                                                                                                                               (affixed
                                                                                                                                                                                                               with
                                                                                                                                                                                                               Party
                                                                                                                                                                                                               A’s
                                                                                                                                                                                                               chop)
                                                                                                                                                                                                               of
                                                                                                                                                                                                               foregoing
                                                                                                                                                                                                               documents
                                                                                                                                                                                                               and
                                                                                                                                                                                                               receipts.



		7.	Keeping
                                                                                                                                                                                                               company
                                                                                                                                                                                                               chops



The
Party A’s chops include: company chop, financial chop, the private seal for legal representative (or authorized representative).
Party A’s chops shall be kept by Party A itself.


The
Party C’s chops include: company chop and the private seal of the person in charge (or authorized representative). Party
C’s chops shall be kept by Party B itself.


		8.	Party
                                                                                                                                                                                                               B
                                                                                                                                                                                                               shall
                                                                                                                                                                                                               strictly
                                                                                                                                                                                                               separate
                                                                                                                                                                                                               the
                                                                                                                                                                                                               Escrow
                                                                                                                                                                                                               Property
                                                                                                                                                                                                               from
                                                                                                                                                                                                               the
                                                                                                                                                                                                               property
                                                                                                                                                                                                               owned
                                                                                                                                                                                                               by
                                                                                                                                                                                                               Party
                                                                                                                                                                                                               B
                                                                                                                                                                                                               and
                                                                                                                                                                                                               other
                                                                                                                                                                                                               property
                                                                                                                                                                                                               escrowed
                                                                                                                                                                                                               by
                                                                                                                                                                                                               Party
                                                                                                                                                                                                               B.
                                                                                                                                                                                                               Party
                                                                                                                                                                                                               B
                                                                                                                                                                                                               shall
                                                                                                                                                                                                               execute
                                                                                                                                                                                                               an
                                                                                                                                                                                                               account-divided
                                                                                                                                                                                                               management.
                                                                                                                                                                                                               Party
                                                                                                                                                                                                               B
                                                                                                                                                                                                               and
                                                                                                                                                                                                               Party
                                                                                                                                                                                                               C
                                                                                                                                                                                                               shall
                                                                                                                                                                                                               keep
                                                                                                                                                                                                               the
                                                                                                                                                                                                               operation
                                                                                                                                                                                                               information
                                                                                                                                                                                                               of
                                                                                                                                                                                                               Party
                                                                                                                                                                                                               A
                                                                                                                                                                                                               strict
                                                                                                                                                                                                               confidential,
                                                                                                                                                                                                               and
                                                                                                                                                                                                               they
                                                                                                                                                                                                               shall
                                                                                                                                                                                                               not
                                                                                                                                                                                                               disclose
                                                                                                                                                                                                               the
                                                                                                                                                                                                               property
                                                                                                                                                                                                               information
                                                                                                                                                                                                               of
                                                                                                                                                                                                               Party
                                                                                                                                                                                                               A
                                                                                                                                                                                                               to
                                                                                                                                                                                                               any
                                                                                                                                                                                                               third
                                                                                                                                                                                                               party
                                                                                                                                                                                                               in
                                                                                                                                                                                                               any
                                                                                                                                                                                                               way
                                                                                                                                                                                                               without
                                                                                                                                                                                                               the
                                                                                                                                                                                                               consent
                                                                                                                                                                                                               of
                                                                                                                                                                                                               Party
                                                                                                                                                                                                               A,
                                                                                                                                                                                                               except
                                                                                                                                                                                                               otherwise
                                                                                                                                                                                                               provided
                                                                                                                                                                                                               by
                                                                                                                                                                                                               laws
                                                                                                                                                                                                               and
                                                                                                                                                                                                               regulations
                                                                                                                                                                                                               or
                                                                                                                                                                                                               requirement
                                                                                                                                                                                                               by
                                                                                                                                                                                                               competent
                                                                                                                                                                                                               authorities.



		9.	When
                                                                                                                                                                                                               the
                                                                                                                                                                                                               Escrow
                                                                                                                                                                                                               Property
                                                                                                                                                                                                               is
                                                                                                                                                                                                               under
                                                                                                                                                                                                               effective
                                                                                                                                                                                                               control
                                                                                                                                                                                                               of
                                                                                                                                                                                                               other
                                                                                                                                                                                                               agency
                                                                                                                                                                                                               than
                                                                                                                                                                                                               the
                                                                                                                                                                                                               Depositary
                                                                                                                                                                                                               due
                                                                                                                                                                                                               to
                                                                                                                                                                                                               reasons
                                                                                                                                                                                                               not
                                                                                                                                                                                                               attributable
                                                                                                                                                                                                               to
                                                                                                                                                                                                               the
                                                                                                                                                                                                               Depositary,
                                                                                                                                                                                                               the
                                                                                                                                                                                                               Depositary
                                                                                                                                                                                                               shall
                                                                                                                                                                                                               not
                                                                                                                                                                                                               undertake
                                                                                                                                                                                                               the
                                                                                                                                                                                                               security
                                                                                                                                                                                                               escrow
                                                                                                                                                                                                               liability
                                                                                                                                                                                                               of
                                                                                                                                                                                                               the
                                                                                                                                                                                                               part
                                                                                                                                                                                                               of
                                                                                                                                                                                                               assets.



 


Article
V.Sending, Confirmation and Execution of the Transfer Instruction


		1.	Party
                                                                                                                                                                                                               B
                                                                                                                                                                                                               shall
                                                                                                                                                                                                               transfer
                                                                                                                                                                                                               the
                                                                                                                                                                                                               Fund
                                                                                                                                                                                                               according
                                                                                                                                                                                                               to
                                                                                                                                                                                                               the
                                                                                                                                                                                                               Transfer
                                                                                                                                                                                                               Instruction
                                                                                                                                                                                                               issued
                                                                                                                                                                                                               by
                                                                                                                                                                                                               authorized
                                                                                                                                                                                                               persons
                                                                                                                                                                                                               designated
                                                                                                                                                                                                               by
                                                                                                                                                                                                               both
                                                                                                                                                                                                               Party
                                                                                                                                                                                                               A
                                                                                                                                                                                                               and
                                                                                                                                                                                                               Party
                                                                                                                                                                                                               C.
                                                                                                                                                                                                               Party
                                                                                                                                                                                                               A
                                                                                                                                                                                                               and
                                                                                                                                                                                                               Party
                                                                                                                                                                                                               C
                                                                                                                                                                                                               shall
                                                                                                                                                                                                               in
                                                                                                                                                                                                               good
                                                                                                                                                                                                               faith
                                                                                                                                                                                                               formulate
                                                                                                                                                                                                               and
                                                                                                                                                                                                               execute
                                                                                                                                                                                                               on
                                                                                                                                                                                                               Transfer
                                                                                                                                                                                                               Instructions
                                                                                                                                                                                                               such
                                                                                                                                                                                                               that
                                                                                                                                                                                                               (a)
                                                                                                                                                                                                               principal
                                                                                                                                                                                                               and
                                                                                                                                                                                                               interest
                                                                                                                                                                                                               due
                                                                                                                                                                                                               on
                                                                                                                                                                                                               the
                                                                                                                                                                                                               Notes
                                                                                                                                                                                                               may
                                                                                                                                                                                                               be
                                                                                                                                                                                                               paid
                                                                                                                                                                                                               in
                                                                                                                                                                                                               an
                                                                                                                                                                                                               orderly
                                                                                                                                                                                                               fashion
                                                                                                                                                                                                               in
                                                                                                                                                                                                               accordance
                                                                                                                                                                                                               with
                                                                                                                                                                                                               the
                                                                                                                                                                                                               terms
                                                                                                                                                                                                               of
                                                                                                                                                                                                               the
                                                                                                                                                                                                               Notes
                                                                                                                                                                                                               (as
                                                                                                                                                                                                               amended)
                                                                                                                                                                                                               or
                                                                                                                                                                                                               (b)
                                                                                                                                                                                                               the
                                                                                                                                                                                                               Escrow
                                                                                                                                                                                                               Property
                                                                                                                                                                                                               may
                                                                                                                                                                                                               be
                                                                                                                                                                                                               returned
                                                                                                                                                                                                               to
                                                                                                                                                                                                               Company
                                                                                                                                                                                                               A
                                                                                                                                                                                                               if
                                                                                                                                                                                                               principal
                                                                                                                                                                                                               and
                                                                                                                                                                                                               interest
                                                                                                                                                                                                               due
                                                                                                                                                                                                               on
                                                                                                                                                                                                               the
                                                                                                                                                                                                               Notes
                                                                                                                                                                                                               are
                                                                                                                                                                                                               otherwise
                                                                                                                                                                                                               satisfied
                                                                                                                                                                                                               from
                                                                                                                                                                                                               the
                                                                                                                                                                                                               resources
                                                                                                                                                                                                               of
                                                                                                                                                                                                               Party
                                                                                                                                                                                                               A
                                                                                                                                                                                                               or
                                                                                                                                                                                                               its
                                                                                                                                                                                                               affiliates
                                                                                                                                                                                                               which
                                                                                                                                                                                                               are
                                                                                                                                                                                                               not
                                                                                                                                                                                                               held
                                                                                                                                                                                                               in
                                                                                                                                                                                                               the
                                                                                                                                                                                                               Escrow
                                                                                                                                                                                                               Account.





    	 



    	 	



    
		2.	The
                                                                                                                                                                                                                                                                                                                Designation
                                                                                                                                                                                                                                                                                                                and
                                                                                                                                                                                                                                                                                                                Change
                                                                                                                                                                                                                                                                                                                of
                                                                                                                                                                                                                                                                                                                the
                                                                                                                                                                                                                                                                                                                Authorized
                                                                                                                                                                                                                                                                                                                Persons
                                                                                                                                                                                                                                                                                                                to
                                                                                                                                                                                                                                                                                                                Transfer
                                                                                                                                                                                                                                                                                                                Instruction



		(1)	The
                                                                                                                                                                                                                 designation
                                                                                                                                                                                                                 of
                                                                                                                                                                                                                 authorized
                                                                                                                                                                                                                 persons




Party
A and Party C shall jointly provide Party B with a Notice Letter regarding Authorization of Transfer Instruction (see Exhibit
I), which includes the name list of designated persons who have authority to send Transfer Instruction, states the authorization,
provides the samples of reserved seals and signatures of authorized person. The written notice shall be affixed with Party A’s
company chop and signed by Party A’s legal representative or its authorized representative as well as Party C’s legal
representative or its authorized representative. Party B shall issue a receipt after receiving the foregoing notice and samples,
and the notice will become into effect after Party A and Party C receive Party B’s receipts and confirm the receiving in
writing.


		(2)	Change
                                                                                                                                                                                                                 of
                                                                                                                                                                                                                 authorized
                                                                                                                                                                                                                 persons



Where
Party A or Party C changes the authorized person or terminates the authorization to the authorized person, Party A and Party C
shall give Party B a change notice, which should be affixed with Party A’s company chop and signed by Party A’s legal
representative or its authorized representative as well as Party C’s legal representative or its authorized representative
in the form of fax at least three working days in advance, in the meantime, Party A and Party C shall provide Party B with the
name, authorization, the new authorized person’s specimen. The change notice of authorized person will become into effect
after Party A and Party C receive faxed receipts from Party B confirming receipt of the notice in writing. Party A shall deliver
the original change notice to Party B within three working days hereafter. The original change notice should be in consistent
with faxed copy, otherwise the faxed copy shall prevail; if the original is failed to be delivered on time, the faxed copy will
prevail as well. Party B shall deliver the original receipt to Party A (with a copy to Party C) within three working days after
faxing receipts. The original receipt should be consistent with the faxed copy, otherwise the faxed copy shall prevail; if the
original is failed to be delivered on time, the faxed copy will prevail as well.



    	 



    	 	



    



Party
A shall not deny the effectiveness of instruction which is sent within the authorization scope of authorized person after going
through the authorization procedure provided by the Agreement. Before the effectiveness of change notice provided by previous
paragraph, the Transfer Instruction and other documents issued by original authorized person and accepted by Party B are still
valid.


		3.	Sending
                                                                                                                                                                                                               and
                                                                                                                                                                                                               Confirmation
                                                                                                                                                                                                               of
                                                                                                                                                                                                               Transfer
                                                                                                                                                                                                               Instruction



		(1)	A
                                                                                                                                                                                                                 Transfer
                                                                                                                                                                                                                 Instruction
                                                                                                                                                                                                                 shall
                                                                                                                                                                                                                 contain
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 following
                                                                                                                                                                                                                 information:
                                                                                                                                                                                                                 receiver,
                                                                                                                                                                                                                 account
                                                                                                                                                                                                                 opening
                                                                                                                                                                                                                 bank,
                                                                                                                                                                                                                 account
                                                                                                                                                                                                                 number,
                                                                                                                                                                                                                 amount
                                                                                                                                                                                                                 of
                                                                                                                                                                                                                 money,
                                                                                                                                                                                                                 transfer
                                                                                                                                                                                                                 method,
                                                                                                                                                                                                                 purpose
                                                                                                                                                                                                                 of
                                                                                                                                                                                                                 use,
                                                                                                                                                                                                                 reserved
                                                                                                                                                                                                                 seal,
                                                                                                                                                                                                                 signature
                                                                                                                                                                                                                 of
                                                                                                                                                                                                                 authorized
                                                                                                                                                                                                                 person,
                                                                                                                                                                                                                 date
                                                                                                                                                                                                                 and
                                                                                                                                                                                                                 others
                                                                                                                                                                                                                 that
                                                                                                                                                                                                                 should
                                                                                                                                                                                                                 be
                                                                                                                                                                                                                 contained
                                                                                                                                                                                                                 in
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 instruction.
                                                                                                                                                                                                                 The
                                                                                                                                                                                                                 form
                                                                                                                                                                                                                 of
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 Transfer
                                                                                                                                                                                                                 Instruction
                                                                                                                                                                                                                 is
                                                                                                                                                                                                                 in
                                                                                                                                                                                                                 Exhibit
                                                                                                                                                                                                                 II.



		(2)	The
                                                                                                                                                                                                                 Transfer
                                                                                                                                                                                                                 Instruction
                                                                                                                                                                                                                 duly
                                                                                                                                                                                                                 executed
                                                                                                                                                                                                                 by
                                                                                                                                                                                                                 Party
                                                                                                                                                                                                                 A
                                                                                                                                                                                                                 and
                                                                                                                                                                                                                 Party
                                                                                                                                                                                                                 C
                                                                                                                                                                                                                 and
                                                                                                                                                                                                                 any
                                                                                                                                                                                                                 other
                                                                                                                                                                                                                 relevant
                                                                                                                                                                                                                 documents
                                                                                                                                                                                                                 shall
                                                                                                                                                                                                                 be
                                                                                                                                                                                                                 sent
                                                                                                                                                                                                                 to
                                                                                                                                                                                                                 Party
                                                                                                                                                                                                                 B
                                                                                                                                                                                                                 by
                                                                                                                                                                                                                 fax.
                                                                                                                                                                                                                 After
                                                                                                                                                                                                                 receiving
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 fax,
                                                                                                                                                                                                                 Party
                                                                                                                                                                                                                 B
                                                                                                                                                                                                                 shall
                                                                                                                                                                                                                 confirm
                                                                                                                                                                                                                 with
                                                                                                                                                                                                                 Party
                                                                                                                                                                                                                 A
                                                                                                                                                                                                                 and
                                                                                                                                                                                                                 Party
                                                                                                                                                                                                                 C
                                                                                                                                                                                                                 by
                                                                                                                                                                                                                 telegraph
                                                                                                                                                                                                                 or
                                                                                                                                                                                                                 fax
                                                                                                                                                                                                                 on
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 receiving
                                                                                                                                                                                                                 day.
                                                                                                                                                                                                                 Party
                                                                                                                                                                                                                 A
                                                                                                                                                                                                                 keeps
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 original
                                                                                                                                                                                                                 Transfer
                                                                                                                                                                                                                 Instruction
                                                                                                                                                                                                                 and
                                                                                                                                                                                                                 other
                                                                                                                                                                                                                 documents
                                                                                                                                                                                                                 (with
                                                                                                                                                                                                                 copies
                                                                                                                                                                                                                 to
                                                                                                                                                                                                                 Party
                                                                                                                                                                                                                 C),
                                                                                                                                                                                                                 and
                                                                                                                                                                                                                 Party
                                                                                                                                                                                                                 B
                                                                                                                                                                                                                 keeps
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 fax
                                                                                                                                                                                                                 copy
                                                                                                                                                                                                                 of
                                                                                                                                                                                                                 Transfer
                                                                                                                                                                                                                 Instruction
                                                                                                                                                                                                                 and
                                                                                                                                                                                                                 copies
                                                                                                                                                                                                                 of
                                                                                                                                                                                                                 trading
                                                                                                                                                                                                                 evidence
                                                                                                                                                                                                                 documents
                                                                                                                                                                                                                 which
                                                                                                                                                                                                                 are
                                                                                                                                                                                                                 affixed
                                                                                                                                                                                                                 with
                                                                                                                                                                                                                 Party
                                                                                                                                                                                                                 A’s
                                                                                                                                                                                                                 company
                                                                                                                                                                                                                 chop
                                                                                                                                                                                                                 and
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 signature
                                                                                                                                                                                                                 of
                                                                                                                                                                                                                 Party
                                                                                                                                                                                                                 C’s
                                                                                                                                                                                                                 legal
                                                                                                                                                                                                                 representative
                                                                                                                                                                                                                 or
                                                                                                                                                                                                                 its
                                                                                                                                                                                                                 authorized
                                                                                                                                                                                                                 representative.
                                                                                                                                                                                                                 The
                                                                                                                                                                                                                 original
                                                                                                                                                                                                                 Transfer
                                                                                                                                                                                                                 Instruction
                                                                                                                                                                                                                 should
                                                                                                                                                                                                                 be
                                                                                                                                                                                                                 in
                                                                                                                                                                                                                 consistent
                                                                                                                                                                                                                 with
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 fax
                                                                                                                                                                                                                 copy,
                                                                                                                                                                                                                 otherwise
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 fax
                                                                                                                                                                                                                 copy
                                                                                                                                                                                                                 will
                                                                                                                                                                                                                 prevail.



		(3)	For
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 Transfer
                                                                                                                                                                                                                 Instruction,
                                                                                                                                                                                                                 Party
                                                                                                                                                                                                                 B
                                                                                                                                                                                                                 shall
                                                                                                                                                                                                                 immediately
                                                                                                                                                                                                                 prudently
                                                                                                                                                                                                                 verify
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 relevant
                                                                                                                                                                                                                 contents,
                                                                                                                                                                                                                 seals
                                                                                                                                                                                                                 and
                                                                                                                                                                                                                 signatures,
                                                                                                                                                                                                                 to
                                                                                                                                                                                                                 review
                                                                                                                                                                                                                 whether
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 seals
                                                                                                                                                                                                                 and
                                                                                                                                                                                                                 signatures
                                                                                                                                                                                                                 in
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 Transfer
                                                                                                                                                                                                                 Instruction
                                                                                                                                                                                                                 are
                                                                                                                                                                                                                 in
                                                                                                                                                                                                                 consistent
                                                                                                                                                                                                                 with
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 reserved
                                                                                                                                                                                                                 seals
                                                                                                                                                                                                                 and
                                                                                                                                                                                                                 signature
                                                                                                                                                                                                                 samples,
                                                                                                                                                                                                                 whether
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 instruction
                                                                                                                                                                                                                 content
                                                                                                                                                                                                                 is
                                                                                                                                                                                                                 in
                                                                                                                                                                                                                 consistent
                                                                                                                                                                                                                 with
                                                                                                                                                                                                                 Transaction
                                                                                                                                                                                                                 Documents
                                                                                                                                                                                                                 (referred
                                                                                                                                                                                                                 as
                                                                                                                                                                                                                 “surface
                                                                                                                                                                                                                 consistency”),
                                                                                                                                                                                                                 if
                                                                                                                                                                                                                 any
                                                                                                                                                                                                                 problem
                                                                                                                                                                                                                 is
                                                                                                                                                                                                                 found,
                                                                                                                                                                                                                 Party
                                                                                                                                                                                                                 B
                                                                                                                                                                                                                 shall
                                                                                                                                                                                                                 notify
                                                                                                                                                                                                                 both
                                                                                                                                                                                                                 Party
                                                                                                                                                                                                                 A
                                                                                                                                                                                                                 and
                                                                                                                                                                                                                 Party
                                                                                                                                                                                                                 C
                                                                                                                                                                                                                 promptly.
                                                                                                                                                                                                                 If
                                                                                                                                                                                                                 Party
                                                                                                                                                                                                                 B
                                                                                                                                                                                                                 thinks
                                                                                                                                                                                                                 that
                                                                                                                                                                                                                 there
                                                                                                                                                                                                                 is
                                                                                                                                                                                                                 problem
                                                                                                                                                                                                                 or
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 problem
                                                                                                                                                                                                                 has
                                                                                                                                                                                                                 not
                                                                                                                                                                                                                 been
                                                                                                                                                                                                                 resolved,
                                                                                                                                                                                                                 Party
                                                                                                                                                                                                                 B
                                                                                                                                                                                                                 has
                                                                                                                                                                                                                 right
                                                                                                                                                                                                                 not
                                                                                                                                                                                                                 to
                                                                                                                                                                                                                 execute
                                                                                                                                                                                                                 Party
                                                                                                                                                                                                                 A’s
                                                                                                                                                                                                                 instruction.



	




    	 



    	 	



    
		(4)	Party
                                                                                                                                                                                                                                                                                                                  A
                                                                                                                                                                                                                                                                                                                  shall
                                                                                                                                                                                                                                                                                                                  leave
                                                                                                                                                                                                                                                                                                                  no
                                                                                                                                                                                                                                                                                                                  less
                                                                                                                                                                                                                                                                                                                  than
                                                                                                                                                                                                                                                                                                                  2
                                                                                                                                                                                                                                                                                                                  business
                                                                                                                                                                                                                                                                                                                  days
                                                                                                                                                                                                                                                                                                                  for
                                                                                                                                                                                                                                                                                                                  Party
                                                                                                                                                                                                                                                                                                                  B
                                                                                                                                                                                                                                                                                                                  to
                                                                                                                                                                                                                                                                                                                  execute
                                                                                                                                                                                                                                                                                                                  Transfer
                                                                                                                                                                                                                                                                                                                  Instruction,
                                                                                                                                                                                                                                                                                                                  if
                                                                                                                                                                                                                                                                                                                  Party
                                                                                                                                                                                                                                                                                                                  B
                                                                                                                                                                                                                                                                                                                  fails
                                                                                                                                                                                                                                                                                                                  to
                                                                                                                                                                                                                                                                                                                  execute
                                                                                                                                                                                                                                                                                                                  Transfer
                                                                                                                                                                                                                                                                                                                  Instruction
                                                                                                                                                                                                                                                                                                                  due
                                                                                                                                                                                                                                                                                                                  to
                                                                                                                                                                                                                                                                                                                  Party
                                                                                                                                                                                                                                                                                                                  A’s
                                                                                                                                                                                                                                                                                                                  failure
                                                                                                                                                                                                                                                                                                                  of
                                                                                                                                                                                                                                                                                                                  leaving
                                                                                                                                                                                                                                                                                                                  enough
                                                                                                                                                                                                                                                                                                                  time
                                                                                                                                                                                                                                                                                                                  for
                                                                                                                                                                                                                                                                                                                  Party
                                                                                                                                                                                                                                                                                                                  B’s
                                                                                                                                                                                                                                                                                                                  execution,
                                                                                                                                                                                                                                                                                                                  Party
                                                                                                                                                                                                                                                                                                                  B
                                                                                                                                                                                                                                                                                                                  shall
                                                                                                                                                                                                                                                                                                                  not
                                                                                                                                                                                                                                                                                                                  undertake
                                                                                                                                                                                                                                                                                                                  liabilities
                                                                                                                                                                                                                                                                                                                  herein,



		(5)	Party
                                                                                                                                                                                                                 A
                                                                                                                                                                                                                 shall
                                                                                                                                                                                                                 make
                                                                                                                                                                                                                 sure
                                                                                                                                                                                                                 there
                                                                                                                                                                                                                 is
                                                                                                                                                                                                                 enough
                                                                                                                                                                                                                 remaining
                                                                                                                                                                                                                 deposit
                                                                                                                                                                                                                 in
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 Escrow
                                                                                                                                                                                                                 Account
                                                                                                                                                                                                                 when
                                                                                                                                                                                                                 Party
                                                                                                                                                                                                                 A
                                                                                                                                                                                                                 sends
                                                                                                                                                                                                                 a
                                                                                                                                                                                                                 Transfer
                                                                                                                                                                                                                 Instruction
                                                                                                                                                                                                                 to
                                                                                                                                                                                                                 Party
                                                                                                                                                                                                                 B,
                                                                                                                                                                                                                 as
                                                                                                                                                                                                                 to
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 Transfer
                                                                                                                                                                                                                 Instruction
                                                                                                                                                                                                                 which
                                                                                                                                                                                                                 amount
                                                                                                                                                                                                                 exceeds
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 amount
                                                                                                                                                                                                                 of
                                                                                                                                                                                                                 remaining
                                                                                                                                                                                                                 deposit,
                                                                                                                                                                                                                 Party
                                                                                                                                                                                                                 B
                                                                                                                                                                                                                 may
                                                                                                                                                                                                                 refuse
                                                                                                                                                                                                                 to
                                                                                                                                                                                                                 execute
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 Transfer
                                                                                                                                                                                                                 Instruction,
                                                                                                                                                                                                                 but
                                                                                                                                                                                                                 should
                                                                                                                                                                                                                 notify
                                                                                                                                                                                                                 Party
                                                                                                                                                                                                                 A
                                                                                                                                                                                                                 and
                                                                                                                                                                                                                 Party
                                                                                                                                                                                                                 C
                                                                                                                                                                                                                 in
                                                                                                                                                                                                                 writing
                                                                                                                                                                                                                 promptly,
                                                                                                                                                                                                                 Party
                                                                                                                                                                                                                 A
                                                                                                                                                                                                                 should
                                                                                                                                                                                                                 be
                                                                                                                                                                                                                 responsible
                                                                                                                                                                                                                 for
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 loss
                                                                                                                                                                                                                 herefrom.



		4.	The
                                                                                                                                                                                                               Transfer
                                                                                                                                                                                                               Instruction
                                                                                                                                                                                                               execution
                                                                                                                                                                                                               liability
                                                                                                                                                                                                               of
                                                                                                                                                                                                               Party
                                                                                                                                                                                                               B



		(1)	If
                                                                                                                                                                                                                 Party
                                                                                                                                                                                                                 B
                                                                                                                                                                                                                 executes
                                                                                                                                                                                                                 transfer
                                                                                                                                                                                                                 according
                                                                                                                                                                                                                 to
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 Transfer
                                                                                                                                                                                                                 Instruction,
                                                                                                                                                                                                                 Party
                                                                                                                                                                                                                 B
                                                                                                                                                                                                                 shall
                                                                                                                                                                                                                 not
                                                                                                                                                                                                                 undertake
                                                                                                                                                                                                                 any
                                                                                                                                                                                                                 liability
                                                                                                                                                                                                                 resulted
                                                                                                                                                                                                                 from
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 execution
                                                                                                                                                                                                                 of
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 instruction,
                                                                                                                                                                                                                 Party
                                                                                                                                                                                                                 A
                                                                                                                                                                                                                 shall
                                                                                                                                                                                                                 undertake
                                                                                                                                                                                                                 all
                                                                                                                                                                                                                 liabilities
                                                                                                                                                                                                                 due
                                                                                                                                                                                                                 to
                                                                                                                                                                                                                 violation
                                                                                                                                                                                                                 of
                                                                                                                                                                                                                 laws
                                                                                                                                                                                                                 and
                                                                                                                                                                                                                 regulations
                                                                                                                                                                                                                 or
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 Agreement,
                                                                                                                                                                                                                 if
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 violations
                                                                                                                                                                                                                 results
                                                                                                                                                                                                                 in
                                                                                                                                                                                                                 losses
                                                                                                                                                                                                                 to
                                                                                                                                                                                                                 Party
                                                                                                                                                                                                                 B,
                                                                                                                                                                                                                 Party
                                                                                                                                                                                                                 A
                                                                                                                                                                                                                 shall
                                                                                                                                                                                                                 assume
                                                                                                                                                                                                                 all
                                                                                                                                                                                                                 liabilities
                                                                                                                                                                                                                 of
                                                                                                                                                                                                                 Party
                                                                                                                                                                                                                 B’s
                                                                                                                                                                                                                 losses.
                                                                                                                                                                                                                 Party
                                                                                                                                                                                                                 B
                                                                                                                                                                                                                 shall
                                                                                                                                                                                                                 undertake
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 liability
                                                                                                                                                                                                                 for
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 Escrow
                                                                                                                                                                                                                 Property
                                                                                                                                                                                                                 interest
                                                                                                                                                                                                                 loss
                                                                                                                                                                                                                 due
                                                                                                                                                                                                                 to
                                                                                                                                                                                                                 Party
                                                                                                                                                                                                                 B’s
                                                                                                                                                                                                                 failure
                                                                                                                                                                                                                 of
                                                                                                                                                                                                                 correctly
                                                                                                                                                                                                                 execution
                                                                                                                                                                                                                 Party
                                                                                                                                                                                                                 A’s
                                                                                                                                                                                                                 instruction
                                                                                                                                                                                                                 for
                                                                                                                                                                                                                 Party
                                                                                                                                                                                                                 B’s
                                                                                                                                                                                                                 intentional
                                                                                                                                                                                                                 misconduct
                                                                                                                                                                                                                 or
                                                                                                                                                                                                                 gross
                                                                                                                                                                                                                 negligence,
                                                                                                                                                                                                                 or
                                                                                                                                                                                                                 Party
                                                                                                                                                                                                                 B’s
                                                                                                                                                                                                                 failure
                                                                                                                                                                                                                 to
                                                                                                                                                                                                                 conduct
                                                                                                                                                                                                                 surface
                                                                                                                                                                                                                 consistency
                                                                                                                                                                                                                 review
                                                                                                                                                                                                                 according
                                                                                                                                                                                                                 to
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 Agreement.





    
	 



    	 	



    
		(2)	Party
                                                                                                                                                                                                                 B
                                                                                                                                                                                                                 shall
                                                                                                                                                                                                                 not
                                                                                                                                                                                                                 engage
                                                                                                                                                                                                                 in
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 Escrow
                                                                                                                                                                                                                 Property
                                                                                                                                                                                                                 transfer
                                                                                                                                                                                                                 activity
                                                                                                                                                                                                                 beyond
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 authorization
                                                                                                                                                                                                                 confirmed
                                                                                                                                                                                                                 by
                                                                                                                                                                                                                 Transfer
                                                                                                                                                                                                                 Instruction,
                                                                                                                                                                                                                 if
                                                                                                                                                                                                                 Party
                                                                                                                                                                                                                 B
                                                                                                                                                                                                                 deals
                                                                                                                                                                                                                 with
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 escrow
                                                                                                                                                                                                                 fund
                                                                                                                                                                                                                 beyond
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 authorization
                                                                                                                                                                                                                 confirmed
                                                                                                                                                                                                                 by
                                                                                                                                                                                                                 Transfer
                                                                                                                                                                                                                 Instruction,
                                                                                                                                                                                                                 Party
                                                                                                                                                                                                                 B
                                                                                                                                                                                                                 shall
                                                                                                                                                                                                                 undertake
                                                                                                                                                                                                                 losses
                                                                                                                                                                                                                 therefrom,
                                                                                                                                                                                                                 and
                                                                                                                                                                                                                 all
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 benefits
                                                                                                                                                                                                                 from
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 activity
                                                                                                                                                                                                                 should
                                                                                                                                                                                                                 be
                                                                                                                                                                                                                 contributed
                                                                                                                                                                                                                 to
                                                                                                                                                                                                                 Escrow
                                                                                                                                                                                                                 Property.



		(3)	During
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 period
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 Escrow
                                                                                                                                                                                                                 Property
                                                                                                                                                                                                                 kept
                                                                                                                                                                                                                 by
                                                                                                                                                                                                                 Party
                                                                                                                                                                                                                 B,
                                                                                                                                                                                                                 if
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 Escrow
                                                                                                                                                                                                                 Property
                                                                                                                                                                                                                 is
                                                                                                                                                                                                                 sealed
                                                                                                                                                                                                                 up,
                                                                                                                                                                                                                 frozen,
                                                                                                                                                                                                                 deducted
                                                                                                                                                                                                                 by
                                                                                                                                                                                                                 competent
                                                                                                                                                                                                                 authorities
                                                                                                                                                                                                                 or
                                                                                                                                                                                                                 confronted
                                                                                                                                                                                                                 other
                                                                                                                                                                                                                 situation
                                                                                                                                                                                                                 and
                                                                                                                                                                                                                 result
                                                                                                                                                                                                                 in
                                                                                                                                                                                                                 Party
                                                                                                                                                                                                                 B’s
                                                                                                                                                                                                                 failure
                                                                                                                                                                                                                 to
                                                                                                                                                                                                                 complete
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 transfer,
                                                                                                                                                                                                                 Party
                                                                                                                                                                                                                 B
                                                                                                                                                                                                                 shall
                                                                                                                                                                                                                 not
                                                                                                                                                                                                                 undertake
                                                                                                                                                                                                                 any
                                                                                                                                                                                                                 liability.


Article
VI.Calculation and Allocation of the Fees


 





		1.	Escrow
                                                                                                                                                                                                               Fees



The
escrow fees payable to Party B hereunder shall be the deposit interest accrued during the period the Escrow Property is escrowed.
The Transfer Instruction sent by Party A shall be limited to the original amount deposited in the Escrow Account, and the deposit
interest of the escrow fund can not be transferred. Party B transfers the escrow fees at a lump sum at its own discretion to its
designated account when the Escrow Account is liquidated.


		2.	Party
                                                                                                                                                                                                               A
                                                                                                                                                                                                               and
                                                                                                                                                                                                               Party
                                                                                                                                                                                                               C
                                                                                                                                                                                                               agree
                                                                                                                                                                                                               to
                                                                                                                                                                                                               equally
                                                                                                                                                                                                               share
                                                                                                                                                                                                               the
                                                                                                                                                                                                               legal
                                                                                                                                                                                                               expenses
                                                                                                                                                                                                               of
                                                                                                                                                                                                               Party
                                                                                                                                                                                                               C
                                                                                                                                                                                                               incurred
                                                                                                                                                                                                               during
                                                                                                                                                                                                               the
                                                                                                                                                                                                               negotiation
                                                                                                                                                                                                               of
                                                                                                                                                                                                               this
                                                                                                                                                                                                               Agreement.
                                                                                                                                                                                                               Except
                                                                                                                                                                                                               for
                                                                                                                                                                                                               the
                                                                                                                                                                                                               foregoing,
                                                                                                                                                                                                               Party
                                                                                                                                                                                                               A
                                                                                                                                                                                                               agrees
                                                                                                                                                                                                               to
                                                                                                                                                                                                               cover
                                                                                                                                                                                                               all
                                                                                                                                                                                                               the
                                                                                                                                                                                                               other
                                                                                                                                                                                                               expenses
                                                                                                                                                                                                               incurred
                                                                                                                                                                                                               to
                                                                                                                                                                                                               Party
                                                                                                                                                                                                               A
                                                                                                                                                                                                               and
                                                                                                                                                                                                               Party
                                                                                                                                                                                                               C
                                                                                                                                                                                                               for
                                                                                                                                                                                                               setting
                                                                                                                                                                                                               up
                                                                                                                                                                                                               and
                                                                                                                                                                                                               running
                                                                                                                                                                                                               the
                                                                                                                                                                                                               escrow
                                                                                                                                                                                                               account
                                                                                                                                                                                                               under
                                                                                                                                                                                                               this
                                                                                                                                                                                                               Agreement,
                                                                                                                                                                                                               including
                                                                                                                                                                                                               without
                                                                                                                                                                                                               limitation
                                                                                                                                                                                                               to
                                                                                                                                                                                                               the
                                                                                                                                                                                                               bank
                                                                                                                                                                                                               fees
                                                                                                                                                                                                               and
                                                                                                                                                                                                               escrow
                                                                                                                                                                                                               expenses.



 



    	 



    	 	



    
 





Article
VII.The Termination of the Escrow and the Liquidation of Escrow Property


		1.	The
                                                                                                                                                                                                               Termination
                                                                                                                                                                                                               of
                                                                                                                                                                                                               Escrow



The
Escrow Account may be removed at any time by giving to Party B twenty working days’ prior notice in writing signed by both
Party A and Party C. Notwithstanding the foregoing, Party A and Party C acknowledge and agree that a written notice executed by
both parties terminating the Escrow Account shall be sent to Party B within 5 working days after such date that all principal
and interest on the Notes is repaid in full from any source. Within ten working days upon sending the termination notice, Party
A and Party C shall designate a successor bank account to receive the Fund. Party B shall, within ten working days after receiving
the notice and verifying it, transfer the Fund to the successor bank account jointly designated by Party A and Party C. After
receiving and verifying a certificate from Party A and Party C evidencing the Fund is received, Parry B may handle the cancellation
of Escrow Account.


		2.	Liquidation
                                                                                                                                                                                                               of
                                                                                                                                                                                                               Escrow
                                                                                                                                                                                                               Property



When
canceling the Escrow Account, Party B shall transfer all the remaining amount deposit in the Escrow Account to Party B’s
designated account as the escrow fees, then the Escrow Account shall be empty. Thereafter, Party B shall cancel the Escrow Property,
and the liquidation of Escrow Property ends.


 


Article
VIII.Forbidden Activity


Both
Parties shall not engage in any activity that violates laws and regulations and the Agreement.


 


Article
IX.Confidentiality


		1.	Party
                                                                                                                                                                                                               A
                                                                                                                                                                                                               hereby
                                                                                                                                                                                                               promises
                                                                                                                                                                                                               that
                                                                                                                                                                                                               Party
                                                                                                                                                                                                               A
                                                                                                                                                                                                               will
                                                                                                                                                                                                               keep
                                                                                                                                                                                                               all
                                                                                                                                                                                                               policies,
                                                                                                                                                                                                               strategies,
                                                                                                                                                                                                               particulars
                                                                                                                                                                                                               for
                                                                                                                                                                                                               the
                                                                                                                                                                                                               escrow
                                                                                                                                                                                                               and
                                                                                                                                                                                                               the
                                                                                                                                                                                                               business
                                                                                                                                                                                                               and
                                                                                                                                                                                                               operation
                                                                                                                                                                                                               status
                                                                                                                                                                                                               of
                                                                                                                                                                                                               Party
                                                                                                                                                                                                               B
                                                                                                                                                                                                               obtained
                                                                                                                                                                                                               by
                                                                                                                                                                                                               Party
                                                                                                                                                                                                               A
                                                                                                                                                                                                               in
                                                                                                                                                                                                               accordance
                                                                                                                                                                                                               with
                                                                                                                                                                                                               this
                                                                                                                                                                                                               Agreement
                                                                                                                                                                                                               strictly
                                                                                                                                                                                                               confidential,
                                                                                                                                                                                                               and
                                                                                                                                                                                                               will
                                                                                                                                                                                                               instruct
                                                                                                                                                                                                               and
                                                                                                                                                                                                               direct
                                                                                                                                                                                                               the
                                                                                                                                                                                                               person
                                                                                                                                                                                                               who
                                                                                                                                                                                                               is
                                                                                                                                                                                                               familiar
                                                                                                                                                                                                               with
                                                                                                                                                                                                               the
                                                                                                                                                                                                               foregoing
                                                                                                                                                                                                               information
                                                                                                                                                                                                               by
                                                                                                                                                                                                               virtue
                                                                                                                                                                                                               of
                                                                                                                                                                                                               performing
                                                                                                                                                                                                               this
                                                                                                                                                                                                               Agreement,
                                                                                                                                                                                                               or
                                                                                                                                                                                                               who
                                                                                                                                                                                                               has
                                                                                                                                                                                                               the
                                                                                                                                                                                                               likelihood
                                                                                                                                                                                                               of
                                                                                                                                                                                                               accessing
                                                                                                                                                                                                               foregoing
                                                                                                                                                                                                               information,
                                                                                                                                                                                                               to
                                                                                                                                                                                                               keep
                                                                                                                                                                                                               such
                                                                                                                                                                                                               foregoing
                                                                                                                                                                                                               information
                                                                                                                                                                                                               strictly
                                                                                                                                                                                                               confidential
                                                                                                                                                                                                               as
                                                                                                                                                                                                               well.
                                                                                                                                                                                                               Without
                                                                                                                                                                                                               Party
                                                                                                                                                                                                               B’s
                                                                                                                                                                                                               prior
                                                                                                                                                                                                               written
                                                                                                                                                                                                               consent,
                                                                                                                                                                                                               Party
                                                                                                                                                                                                               A
                                                                                                                                                                                                               shall
                                                                                                                                                                                                               not
                                                                                                                                                                                                               disclose
                                                                                                                                                                                                               the
                                                                                                                                                                                                               foregoing
                                                                                                                                                                                                               information
                                                                                                                                                                                                               to
                                                                                                                                                                                                               any
                                                                                                                                                                                                               third
                                                                                                                                                                                                               party,
                                                                                                                                                                                                               however
                                                                                                                                                                                                               except
                                                                                                                                                                                                               otherwise
                                                                                                                                                                                                               required
                                                                                                                                                                                                               by
                                                                                                                                                                                                               the
                                                                                                                                                                                                               laws
                                                                                                                                                                                                               and
                                                                                                                                                                                                               regulations
                                                                                                                                                                                                               or
                                                                                                                                                                                                               by
                                                                                                                                                                                                               the
                                                                                                                                                                                                               competent
                                                                                                                                                                                                               authorities.
                                                                                                                                                                                                               Notwithstanding
                                                                                                                                                                                                               the
                                                                                                                                                                                                               foregoing,
                                                                                                                                                                                                               it
                                                                                                                                                                                                               is
                                                                                                                                                                                                               agreed
                                                                                                                                                                                                               that
                                                                                                                                                                                                               the
                                                                                                                                                                                                               existence
                                                                                                                                                                                                               and
                                                                                                                                                                                                               material
                                                                                                                                                                                                               terms
                                                                                                                                                                                                               of
                                                                                                                                                                                                               this
                                                                                                                                                                                                               Agreement,
                                                                                                                                                                                                               as
                                                                                                                                                                                                               well
                                                                                                                                                                                                               as
                                                                                                                                                                                                               copy
                                                                                                                                                                                                               of
                                                                                                                                                                                                               this
                                                                                                                                                                                                               Agreement,
                                                                                                                                                                                                               may
                                                                                                                                                                                                               be
                                                                                                                                                                                                               filed
                                                                                                                                                                                                               publicly
                                                                                                                                                                                                               by
                                                                                                                                                                                                               Party
                                                                                                                                                                                                               A
                                                                                                                                                                                                               pursuant
                                                                                                                                                                                                               to
                                                                                                                                                                                                               applicable
                                                                                                                                                                                                               laws,
                                                                                                                                                                                                               rules
                                                                                                                                                                                                               and
                                                                                                                                                                                                               regulations.


	





    	 



    	 	



    
		2.	Party
                                                                                                                                                                                                                                                                                                                                                                                                                     B
                                                                                                                                                                                                                                                                                                                                                                                                                     hereby
                                                                                                                                                                                                                                                                                                                                                                                                                     promises
                                                                                                                                                                                                                                                                                                                                                                                                                     that
                                                                                                                                                                                                                                                                                                                                                                                                                     it
                                                                                                                                                                                                                                                                                                                                                                                                                     will
                                                                                                                                                                                                                                                                                                                                                                                                                     keep
                                                                                                                                                                                                                                                                                                                                                                                                                     all
                                                                                                                                                                                                                                                                                                                                                                                                                     assets
                                                                                                                                                                                                                                                                                                                                                                                                                     status
                                                                                                                                                                                                                                                                                                                                                                                                                     and
                                                                                                                                                                                                                                                                                                                                                                                                                     situation,
                                                                                                                                                                                                                                                                                                                                                                                                                     business
                                                                                                                                                                                                                                                                                                                                                                                                                     and
                                                                                                                                                                                                                                                                                                                                                                                                                     corporate
                                                                                                                                                                                                                                                                                                                                                                                                                     operation
                                                                                                                                                                                                                                                                                                                                                                                                                     status
                                                                                                                                                                                                                                                                                                                                                                                                                     of
                                                                                                                                                                                                                                                                                                                                                                                                                     Party
                                                                                                                                                                                                                                                                                                                                                                                                                     A
                                                                                                                                                                                                                                                                                                                                                                                                                     and
                                                                                                                                                                                                                                                                                                                                                                                                                     Party
                                                                                                                                                                                                                                                                                                                                                                                                                     C,
                                                                                                                                                                                                                                                                                                                                                                                                                     detail
                                                                                                                                                                                                                                                                                                                                                                                                                     of
                                                                                                                                                                                                                                                                                                                                                                                                                     the
                                                                                                                                                                                                                                                                                                                                                                                                                     operation
                                                                                                                                                                                                                                                                                                                                                                                                                     and
                                                                                                                                                                                                                                                                                                                                                                                                                     management
                                                                                                                                                                                                                                                                                                                                                                                                                     of
                                                                                                                                                                                                                                                                                                                                                                                                                     the
                                                                                                                                                                                                                                                                                                                                                                                                                     Escrow
                                                                                                                                                                                                                                                                                                                                                                                                                     Property
                                                                                                                                                                                                                                                                                                                                                                                                                     obtained
                                                                                                                                                                                                                                                                                                                                                                                                                     by
                                                                                                                                                                                                                                                                                                                                                                                                                     Party
                                                                                                                                                                                                                                                                                                                                                                                                                     B
                                                                                                                                                                                                                                                                                                                                                                                                                     in
                                                                                                                                                                                                                                                                                                                                                                                                                     accordance
                                                                                                                                                                                                                                                                                                                                                                                                                     with
                                                                                                                                                                                                                                                                                                                                                                                                                     this
                                                                                                                                                                                                                                                                                                                                                                                                                     Agreement
                                                                                                                                                                                                                                                                                                                                                                                                                     strictly
                                                                                                                                                                                                                                                                                                                                                                                                                     confidential,
                                                                                                                                                                                                                                                                                                                                                                                                                     and
                                                                                                                                                                                                                                                                                                                                                                                                                     will
                                                                                                                                                                                                                                                                                                                                                                                                                     instruct
                                                                                                                                                                                                                                                                                                                                                                                                                     and
                                                                                                                                                                                                                                                                                                                                                                                                                     direct
                                                                                                                                                                                                                                                                                                                                                                                                                     the
                                                                                                                                                                                                                                                                                                                                                                                                                     person
                                                                                                                                                                                                                                                                                                                                                                                                                     who
                                                                                                                                                                                                                                                                                                                                                                                                                     is
                                                                                                                                                                                                                                                                                                                                                                                                                     familiar
                                                                                                                                                                                                                                                                                                                                                                                                                     with
                                                                                                                                                                                                                                                                                                                                                                                                                     the
                                                                                                                                                                                                                                                                                                                                                                                                                     foregoing
                                                                                                                                                                                                                                                                                                                                                                                                                     information
                                                                                                                                                                                                                                                                                                                                                                                                                     by
                                                                                                                                                                                                                                                                                                                                                                                                                     virtue
                                                                                                                                                                                                                                                                                                                                                                                                                     of
                                                                                                                                                                                                                                                                                                                                                                                                                     performing
                                                                                                                                                                                                                                                                                                                                                                                                                     this
                                                                                                                                                                                                                                                                                                                                                                                                                     Agreement,
                                                                                                                                                                                                                                                                                                                                                                                                                     or
                                                                                                                                                                                                                                                                                                                                                                                                                     who
                                                                                                                                                                                                                                                                                                                                                                                                                     has
                                                                                                                                                                                                                                                                                                                                                                                                                     the
                                                                                                                                                                                                                                                                                                                                                                                                                     likelihood
                                                                                                                                                                                                                                                                                                                                                                                                                     of
                                                                                                                                                                                                                                                                                                                                                                                                                     accessing
                                                                                                                                                                                                                                                                                                                                                                                                                     the
                                                                                                                                                                                                                                                                                                                                                                                                                     foregoing
                                                                                                                                                                                                                                                                                                                                                                                                                     information,
                                                                                                                                                                                                                                                                                                                                                                                                                     to
                                                                                                                                                                                                                                                                                                                                                                                                                     keep
                                                                                                                                                                                                                                                                                                                                                                                                                     such
                                                                                                                                                                                                                                                                                                                                                                                                                     foregoing
                                                                                                                                                                                                                                                                                                                                                                                                                     information
                                                                                                                                                                                                                                                                                                                                                                                                                     strictly
                                                                                                                                                                                                                                                                                                                                                                                                                     confidential
                                                                                                                                                                                                                                                                                                                                                                                                                     as
                                                                                                                                                                                                                                                                                                                                                                                                                     well.
                                                                                                                                                                                                                                                                                                                                                                                                                     Without
                                                                                                                                                                                                                                                                                                                                                                                                                     the
                                                                                                                                                                                                                                                                                                                                                                                                                     prior
                                                                                                                                                                                                                                                                                                                                                                                                                     written
                                                                                                                                                                                                                                                                                                                                                                                                                     consent
                                                                                                                                                                                                                                                                                                                                                                                                                     of
                                                                                                                                                                                                                                                                                                                                                                                                                     Party
                                                                                                                                                                                                                                                                                                                                                                                                                     A,
                                                                                                                                                                                                                                                                                                                                                                                                                     Party
                                                                                                                                                                                                                                                                                                                                                                                                                     B
                                                                                                                                                                                                                                                                                                                                                                                                                     and
                                                                                                                                                                                                                                                                                                                                                                                                                     Party
                                                                                                                                                                                                                                                                                                                                                                                                                     C,
                                                                                                                                                                                                                                                                                                                                                                                                                     any
                                                                                                                                                                                                                                                                                                                                                                                                                     party
                                                                                                                                                                                                                                                                                                                                                                                                                     shall
                                                                                                                                                                                                                                                                                                                                                                                                                     not
                                                                                                                                                                                                                                                                                                                                                                                                                     disclose
                                                                                                                                                                                                                                                                                                                                                                                                                     such
                                                                                                                                                                                                                                                                                                                                                                                                                     foregoing
                                                                                                                                                                                                                                                                                                                                                                                                                     information
                                                                                                                                                                                                                                                                                                                                                                                                                     to
                                                                                                                                                                                                                                                                                                                                                                                                                     any
                                                                                                                                                                                                                                                                                                                                                                                                                     third
                                                                                                                                                                                                                                                                                                                                                                                                                     party,
                                                                                                                                                                                                                                                                                                                                                                                                                     however
                                                                                                                                                                                                                                                                                                                                                                                                                     except
                                                                                                                                                                                                                                                                                                                                                                                                                     otherwise
                                                                                                                                                                                                                                                                                                                                                                                                                     required
                                                                                                                                                                                                                                                                                                                                                                                                                     by
                                                                                                                                                                                                                                                                                                                                                                                                                     the
                                                                                                                                                                                                                                                                                                                                                                                                                     laws
                                                                                                                                                                                                                                                                                                                                                                                                                     and
                                                                                                                                                                                                                                                                                                                                                                                                                     regulations
                                                                                                                                                                                                                                                                                                                                                                                                                     or
                                                                                                                                                                                                                                                                                                                                                                                                                     by
                                                                                                                                                                                                                                                                                                                                                                                                                     the
                                                                                                                                                                                                                                                                                                                                                                                                                     competent
                                                                                                                                                                                                                                                                                                                                                                                                                     authorities.



		3.	Party
                                                                                                                                                                                                               C
                                                                                                                                                                                                               hereby
                                                                                                                                                                                                               promises
                                                                                                                                                                                                               that
                                                                                                                                                                                                               will
                                                                                                                                                                                                               keep
                                                                                                                                                                                                               all
                                                                                                                                                                                                               policies,
                                                                                                                                                                                                               strategies,
                                                                                                                                                                                                               particulars
                                                                                                                                                                                                               for
                                                                                                                                                                                                               the
                                                                                                                                                                                                               escrow
                                                                                                                                                                                                               and
                                                                                                                                                                                                               the
                                                                                                                                                                                                               business
                                                                                                                                                                                                               and
                                                                                                                                                                                                               operation
                                                                                                                                                                                                               status
                                                                                                                                                                                                               of
                                                                                                                                                                                                               Party
                                                                                                                                                                                                               B
                                                                                                                                                                                                               obtained
                                                                                                                                                                                                               by
                                                                                                                                                                                                               Party
                                                                                                                                                                                                               C
                                                                                                                                                                                                               in
                                                                                                                                                                                                               accordance
                                                                                                                                                                                                               with
                                                                                                                                                                                                               this
                                                                                                                                                                                                               Agreement
                                                                                                                                                                                                               strictly
                                                                                                                                                                                                               confidential,
                                                                                                                                                                                                               and
                                                                                                                                                                                                               will
                                                                                                                                                                                                               instruct
                                                                                                                                                                                                               and
                                                                                                                                                                                                               direct
                                                                                                                                                                                                               the
                                                                                                                                                                                                               person
                                                                                                                                                                                                               who
                                                                                                                                                                                                               is
                                                                                                                                                                                                               familiar
                                                                                                                                                                                                               with
                                                                                                                                                                                                               the
                                                                                                                                                                                                               foregoing
                                                                                                                                                                                                               information
                                                                                                                                                                                                               by
                                                                                                                                                                                                               virtue
                                                                                                                                                                                                               of
                                                                                                                                                                                                               performing
                                                                                                                                                                                                               this
                                                                                                                                                                                                               Agreement,
                                                                                                                                                                                                               or
                                                                                                                                                                                                               who
                                                                                                                                                                                                               has
                                                                                                                                                                                                               the
                                                                                                                                                                                                               likelihood
                                                                                                                                                                                                               of
                                                                                                                                                                                                               accessing
                                                                                                                                                                                                               the
                                                                                                                                                                                                               foregoing
                                                                                                                                                                                                               information,
                                                                                                                                                                                                               to
                                                                                                                                                                                                               keep
                                                                                                                                                                                                               such
                                                                                                                                                                                                               foregoing
                                                                                                                                                                                                               information
                                                                                                                                                                                                               strictly
                                                                                                                                                                                                               confidential
                                                                                                                                                                                                               as
                                                                                                                                                                                                               well.
                                                                                                                                                                                                               Party
                                                                                                                                                                                                               C
                                                                                                                                                                                                               will
                                                                                                                                                                                                               keep
                                                                                                                                                                                                               all
                                                                                                                                                                                                               assets
                                                                                                                                                                                                               status
                                                                                                                                                                                                               and
                                                                                                                                                                                                               situation,
                                                                                                                                                                                                               business
                                                                                                                                                                                                               and
                                                                                                                                                                                                               corporate
                                                                                                                                                                                                               operation
                                                                                                                                                                                                               status
                                                                                                                                                                                                               of
                                                                                                                                                                                                               Party
                                                                                                                                                                                                               A,
                                                                                                                                                                                                               detail
                                                                                                                                                                                                               of
                                                                                                                                                                                                               the
                                                                                                                                                                                                               operation
                                                                                                                                                                                                               and
                                                                                                                                                                                                               management
                                                                                                                                                                                                               of
                                                                                                                                                                                                               the
                                                                                                                                                                                                               Escrow
                                                                                                                                                                                                               Property
                                                                                                                                                                                                               obtained
                                                                                                                                                                                                               by
                                                                                                                                                                                                               Party
                                                                                                                                                                                                               C
                                                                                                                                                                                                               in
                                                                                                                                                                                                               accordance
                                                                                                                                                                                                               with
                                                                                                                                                                                                               this
                                                                                                                                                                                                               Agreement
                                                                                                                                                                                                               strictly
                                                                                                                                                                                                               confidential,
                                                                                                                                                                                                               and
                                                                                                                                                                                                               will
                                                                                                                                                                                                               instruct
                                                                                                                                                                                                               and
                                                                                                                                                                                                               direct
                                                                                                                                                                                                               the
                                                                                                                                                                                                               person
                                                                                                                                                                                                               who
                                                                                                                                                                                                               is
                                                                                                                                                                                                               familiar
                                                                                                                                                                                                               with
                                                                                                                                                                                                               the
                                                                                                                                                                                                               foregoing
                                                                                                                                                                                                               information
                                                                                                                                                                                                               by
                                                                                                                                                                                                               virtue
                                                                                                                                                                                                               of
                                                                                                                                                                                                               performing
                                                                                                                                                                                                               this
                                                                                                                                                                                                               Agreement,
                                                                                                                                                                                                               or
                                                                                                                                                                                                               who
                                                                                                                                                                                                               has
                                                                                                                                                                                                               the
                                                                                                                                                                                                               likelihood
                                                                                                                                                                                                               of
                                                                                                                                                                                                               accessing
                                                                                                                                                                                                               the
                                                                                                                                                                                                               foregoing
                                                                                                                                                                                                               information,
                                                                                                                                                                                                               to
                                                                                                                                                                                                               keep
                                                                                                                                                                                                               such
                                                                                                                                                                                                               foregoing
                                                                                                                                                                                                               information
                                                                                                                                                                                                               strictly
                                                                                                                                                                                                               confidential
                                                                                                                                                                                                               as
                                                                                                                                                                                                               well,
                                                                                                                                                                                                               except
                                                                                                                                                                                                               otherwise
                                                                                                                                                                                                               required
                                                                                                                                                                                                               by
                                                                                                                                                                                                               the
                                                                                                                                                                                                               laws
                                                                                                                                                                                                               and
                                                                                                                                                                                                               regulations
                                                                                                                                                                                                               or
                                                                                                                                                                                                               by
                                                                                                                                                                                                               the
                                                                                                                                                                                                               competent
                                                                                                                                                                                                               authorities.



 



    	 



    	 	



    



Article
X.Force Majeure and Others


		1.	If
                                                                                                                                                                                                               any
                                                                                                                                                                                                               party
                                                                                                                                                                                                               fails
                                                                                                                                                                                                               to
                                                                                                                                                                                                               perform
                                                                                                                                                                                                               this
                                                                                                                                                                                                               Agreement
                                                                                                                                                                                                               due
                                                                                                                                                                                                               to
                                                                                                                                                                                                               Force
                                                                                                                                                                                                               Majeure
                                                                                                                                                                                                               or
                                                                                                                                                                                                               other
                                                                                                                                                                                                               situations,
                                                                                                                                                                                                               such
                                                                                                                                                                                                               party’s
                                                                                                                                                                                                               liability
                                                                                                                                                                                                               can
                                                                                                                                                                                                               be
                                                                                                                                                                                                               exempted
                                                                                                                                                                                                               in
                                                                                                                                                                                                               part
                                                                                                                                                                                                               or
                                                                                                                                                                                                               in
                                                                                                                                                                                                               full
                                                                                                                                                                                                               depending
                                                                                                                                                                                                               on
                                                                                                                                                                                                               the
                                                                                                                                                                                                               impact
                                                                                                                                                                                                               of
                                                                                                                                                                                                               then
                                                                                                                                                                                                               situation.



		2.	When
                                                                                                                                                                                                               any
                                                                                                                                                                                                               party
                                                                                                                                                                                                               fails
                                                                                                                                                                                                               to
                                                                                                                                                                                                               perform
                                                                                                                                                                                                               this
                                                                                                                                                                                                               Agreement
                                                                                                                                                                                                               due
                                                                                                                                                                                                               to
                                                                                                                                                                                                               Force
                                                                                                                                                                                                               Majeure
                                                                                                                                                                                                               or
                                                                                                                                                                                                               other
                                                                                                                                                                                                               situations,
                                                                                                                                                                                                               such
                                                                                                                                                                                                               party
                                                                                                                                                                                                               will
                                                                                                                                                                                                               notify
                                                                                                                                                                                                               the
                                                                                                                                                                                                               other
                                                                                                                                                                                                               parties
                                                                                                                                                                                                               of
                                                                                                                                                                                                               such
                                                                                                                                                                                                               failure,
                                                                                                                                                                                                               provide
                                                                                                                                                                                                               the
                                                                                                                                                                                                               evidence
                                                                                                                                                                                                               on
                                                                                                                                                                                                               such
                                                                                                                                                                                                               impacts
                                                                                                                                                                                                               in
                                                                                                                                                                                                               a
                                                                                                                                                                                                               reasonable
                                                                                                                                                                                                               period,
                                                                                                                                                                                                               and
                                                                                                                                                                                                               adopt
                                                                                                                                                                                                               proper
                                                                                                                                                                                                               actions
                                                                                                                                                                                                               to
                                                                                                                                                                                                               prevent
                                                                                                                                                                                                               the
                                                                                                                                                                                                               other
                                                                                                                                                                                                               parties
                                                                                                                                                                                                               from
                                                                                                                                                                                                               the
                                                                                                                                                                                                               continuation
                                                                                                                                                                                                               of
                                                                                                                                                                                                               loss
                                                                                                                                                                                                               and
                                                                                                                                                                                                               to
                                                                                                                                                                                                               keep
                                                                                                                                                                                                               the
                                                                                                                                                                                                               Escrow
                                                                                                                                                                                                               Property
                                                                                                                                                                                                               intact.



		3.	Force
                                                                                                                                                                                                               Majeure
                                                                                                                                                                                                               means
                                                                                                                                                                                                               the
                                                                                                                                                                                                               objective
                                                                                                                                                                                                               situations
                                                                                                                                                                                                               which
                                                                                                                                                                                                               are
                                                                                                                                                                                                               unable
                                                                                                                                                                                                               to
                                                                                                                                                                                                               be
                                                                                                                                                                                                               foreseen,
                                                                                                                                                                                                               avoided
                                                                                                                                                                                                               and
                                                                                                                                                                                                               overcomed,
                                                                                                                                                                                                               including
                                                                                                                                                                                                               but
                                                                                                                                                                                                               not
                                                                                                                                                                                                               limited
                                                                                                                                                                                                               to
                                                                                                                                                                                                               warfare,
                                                                                                                                                                                                               natural
                                                                                                                                                                                                               disaster,
                                                                                                                                                                                                               terrorist
                                                                                                                                                                                                               attack
                                                                                                                                                                                                               and
                                                                                                                                                                                                               other
                                                                                                                                                                                                               situation
                                                                                                                                                                                                               jointly
                                                                                                                                                                                                               recognized
                                                                                                                                                                                                               by
                                                                                                                                                                                                               the
                                                                                                                                                                                                               parties.



		4.	Other
                                                                                                                                                                                                               situation
                                                                                                                                                                                                               includes
                                                                                                                                                                                                               but
                                                                                                                                                                                                               not
                                                                                                                                                                                                               limited
                                                                                                                                                                                                               to
                                                                                                                                                                                                               the
                                                                                                                                                                                                               change
                                                                                                                                                                                                               of
                                                                                                                                                                                                               laws
                                                                                                                                                                                                               and
                                                                                                                                                                                                               regulations,
                                                                                                                                                                                                               close
                                                                                                                                                                                                               of
                                                                                                                                                                                                               exchange,
                                                                                                                                                                                                               suspension
                                                                                                                                                                                                               of
                                                                                                                                                                                                               trading,
                                                                                                                                                                                                               internet
                                                                                                                                                                                                               and
                                                                                                                                                                                                               electricity
                                                                                                                                                                                                               accident
                                                                                                                                                                                                               and
                                                                                                                                                                                                               other
                                                                                                                                                                                                               situation
                                                                                                                                                                                                               jointly
                                                                                                                                                                                                               recognized
                                                                                                                                                                                                               by
                                                                                                                                                                                                               the
                                                                                                                                                                                                               parties.



 


Article
XI.Default Liability


		1.	Any
                                                                                                                                                                                                               party
                                                                                                                                                                                                               under
                                                                                                                                                                                                               this
                                                                                                                                                                                                               Agreement
                                                                                                                                                                                                               that
                                                                                                                                                                                                               fails
                                                                                                                                                                                                               to
                                                                                                                                                                                                               perform
                                                                                                                                                                                                               or
                                                                                                                                                                                                               fulfill
                                                                                                                                                                                                               any
                                                                                                                                                                                                               obligation
                                                                                                                                                                                                               hereunder
                                                                                                                                                                                                               will
                                                                                                                                                                                                               be
                                                                                                                                                                                                               deemed
                                                                                                                                                                                                               as
                                                                                                                                                                                                               the
                                                                                                                                                                                                               defaulting
                                                                                                                                                                                                               party.
                                                                                                                                                                                                               The
                                                                                                                                                                                                               defaulting
                                                                                                                                                                                                               party
                                                                                                                                                                                                               shall
                                                                                                                                                                                                               be
                                                                                                                                                                                                               liable
                                                                                                                                                                                                               for
                                                                                                                                                                                                               the
                                                                                                                                                                                                               direct
                                                                                                                                                                                                               loss
                                                                                                                                                                                                               against
                                                                                                                                                                                                               the
                                                                                                                                                                                                               Escrow
                                                                                                                                                                                                               Property
                                                                                                                                                                                                               and
                                                                                                                                                                                                               other
                                                                                                                                                                                                               parties.



		2.	If
                                                                                                                                                                                                               any
                                                                                                                                                                                                               party
                                                                                                                                                                                                               fails
                                                                                                                                                                                                               to
                                                                                                                                                                                                               perform
                                                                                                                                                                                                               and
                                                                                                                                                                                                               fulfill
                                                                                                                                                                                                               this
                                                                                                                                                                                                               Agreement
                                                                                                                                                                                                               under
                                                                                                                                                                                                               the
                                                                                                                                                                                                               situation
                                                                                                                                                                                                               set
                                                                                                                                                                                                               forth
                                                                                                                                                                                                               in
                                                                                                                                                                                                               Article
                                                                                                                                                                                                               X,
                                                                                                                                                                                                               the
                                                                                                                                                                                                               liability
                                                                                                                                                                                                               of
                                                                                                                                                                                                               such
                                                                                                                                                                                                               party
                                                                                                                                                                                                               can
                                                                                                                                                                                                               be
                                                                                                                                                                                                               exempted
                                                                                                                                                                                                               in
                                                                                                                                                                                                               part
                                                                                                                                                                                                               or
                                                                                                                                                                                                               in
                                                                                                                                                                                                               full
                                                                                                                                                                                                               depending
                                                                                                                                                                                                               on
                                                                                                                                                                                                               the
                                                                                                                                                                                                               situation.



 



    	 



    	 	



    



Article
XII.Effectiveness, Modification and Termination


		1.	This
                                                                                                                                                                                                               Agreement
                                                                                                                                                                                                               will
                                                                                                                                                                                                               become
                                                                                                                                                                                                               into
                                                                                                                                                                                                               effective
                                                                                                                                                                                                               upon
                                                                                                                                                                                                               the
                                                                                                                                                                                                               signatures
                                                                                                                                                                                                               or
                                                                                                                                                                                                               seals
                                                                                                                                                                                                               of
                                                                                                                                                                                                               respective
                                                                                                                                                                                                               legal
                                                                                                                                                                                                               representative
                                                                                                                                                                                                               or
                                                                                                                                                                                                               authorized
                                                                                                                                                                                                               representative
                                                                                                                                                                                                               of
                                                                                                                                                                                                               Party
                                                                                                                                                                                                               A,
                                                                                                                                                                                                               Party
                                                                                                                                                                                                               B
                                                                                                                                                                                                               and
                                                                                                                                                                                                               Party
                                                                                                                                                                                                               C,
                                                                                                                                                                                                               with
                                                                                                                                                                                                               affixing
                                                                                                                                                                                                               the
                                                                                                                                                                                                               company
                                                                                                                                                                                                               chops
                                                                                                                                                                                                               or
                                                                                                                                                                                                               seals
                                                                                                                                                                                                               for
                                                                                                                                                                                                               contract,
                                                                                                                                                                                                               and
                                                                                                                                                                                                               will
                                                                                                                                                                                                               be
                                                                                                                                                                                                               terminated
                                                                                                                                                                                                               upon
                                                                                                                                                                                                               the
                                                                                                                                                                                                               liquidation
                                                                                                                                                                                                               and
                                                                                                                                                                                                               cancellation
                                                                                                                                                                                                               of
                                                                                                                                                                                                               the
                                                                                                                                                                                                               Escrow
                                                                                                                                                                                                               Account
                                                                                                                                                                                                               by
                                                                                                                                                                                                               the
                                                                                                                                                                                                               parties
                                                                                                                                                                                                               according
                                                                                                                                                                                                               to
                                                                                                                                                                                                               this
                                                                                                                                                                                                               Agreement.



		2.	Upon
                                                                                                                                                                                                               the
                                                                                                                                                                                                               effectiveness
                                                                                                                                                                                                               of
                                                                                                                                                                                                               the
                                                                                                                                                                                                               Agreement,
                                                                                                                                                                                                               unless
                                                                                                                                                                                                               otherwise
                                                                                                                                                                                                               specified
                                                                                                                                                                                                               under
                                                                                                                                                                                                               this
                                                                                                                                                                                                               Agreement,
                                                                                                                                                                                                               neither
                                                                                                                                                                                                               Party
                                                                                                                                                                                                               A
                                                                                                                                                                                                               nor
                                                                                                                                                                                                               Party
                                                                                                                                                                                                               B
                                                                                                                                                                                                               can
                                                                                                                                                                                                               at
                                                                                                                                                                                                               its
                                                                                                                                                                                                               sole
                                                                                                                                                                                                               discretion
                                                                                                                                                                                                               terminate
                                                                                                                                                                                                               this
                                                                                                                                                                                                               Agreement.
                                                                                                                                                                                                               If
                                                                                                                                                                                                               any
                                                                                                                                                                                                               modification
                                                                                                                                                                                                               or
                                                                                                                                                                                                               termination
                                                                                                                                                                                                               is
                                                                                                                                                                                                               necessary,
                                                                                                                                                                                                               it
                                                                                                                                                                                                               should
                                                                                                                                                                                                               be
                                                                                                                                                                                                               negotiated
                                                                                                                                                                                                               among
                                                                                                                                                                                                               Party
                                                                                                                                                                                                               A,
                                                                                                                                                                                                               Party
                                                                                                                                                                                                               B
                                                                                                                                                                                                               and
                                                                                                                                                                                                               Party
                                                                                                                                                                                                               C,
                                                                                                                                                                                                               and
                                                                                                                                                                                                               written
                                                                                                                                                                                                               agreement
                                                                                                                                                                                                               shall
                                                                                                                                                                                                               be
                                                                                                                                                                                                               made
                                                                                                                                                                                                               by
                                                                                                                                                                                                               all
                                                                                                                                                                                                               parties
                                                                                                                                                                                                               after
                                                                                                                                                                                                               negotiation.



 


Article
XIII.Dispute Resolution and Miscellaneous


		1.	Any
                                                                                                                                                                                                               dispute
                                                                                                                                                                                                               arising
                                                                                                                                                                                                               from
                                                                                                                                                                                                               and
                                                                                                                                                                                                               related
                                                                                                                                                                                                               to
                                                                                                                                                                                                               this
                                                                                                                                                                                                               Agreement
                                                                                                                                                                                                               shall
                                                                                                                                                                                                               be
                                                                                                                                                                                                               resolved
                                                                                                                                                                                                               through
                                                                                                                                                                                                               the
                                                                                                                                                                                                               negotiation
                                                                                                                                                                                                               between
                                                                                                                                                                                                               Party
                                                                                                                                                                                                               A,
                                                                                                                                                                                                               Party
                                                                                                                                                                                                               B,
                                                                                                                                                                                                               and
                                                                                                                                                                                                               Party
                                                                                                                                                                                                               C.
                                                                                                                                                                                                               If
                                                                                                                                                                                                               the
                                                                                                                                                                                                               parties
                                                                                                                                                                                                               fail
                                                                                                                                                                                                               to
                                                                                                                                                                                                               resolve
                                                                                                                                                                                                               the
                                                                                                                                                                                                               disputes
                                                                                                                                                                                                               upon
                                                                                                                                                                                                               negotiations,
                                                                                                                                                                                                               they
                                                                                                                                                                                                               agree
                                                                                                                                                                                                               to
                                                                                                                                                                                                               resolve
                                                                                                                                                                                                               them
                                                                                                                                                                                                               in
                                                                                                                                                                                                               the
                                                                                                                                                                                                               manner
                                                                                                                                                                                                               stipulated
                                                                                                                                                                                                               in
                                                                                                                                                                                                               item
                                                                                                                                                                                                               (1)
                                                                                                                                                                                                               below:



(1)Applying
to_China International Economic and Trade Arbitration Commission Shanghai Branch  for arbitration; or


(2)Filing
litigation or applying enforcement at the court where Party B is located.


		2.	In
                                                                                                                                                                                                               addition
                                                                                                                                                                                                               to
                                                                                                                                                                                                               the
                                                                                                                                                                                                               principal
                                                                                                                                                                                                               amount
                                                                                                                                                                                                               owed
                                                                                                                                                                                                               on
                                                                                                                                                                                                               the
                                                                                                                                                                                                               Notes
                                                                                                                                                                                                               by
                                                                                                                                                                                                               Party
                                                                                                                                                                                                               A,
                                                                                                                                                                                                               Party
                                                                                                                                                                                                               A
                                                                                                                                                                                                               is
                                                                                                                                                                                                               also
                                                                                                                                                                                                               responsible
                                                                                                                                                                                                               for
                                                                                                                                                                                                               payment
                                                                                                                                                                                                               of
                                                                                                                                                                                                               interest
                                                                                                                                                                                                               (which
                                                                                                                                                                                                               is
                                                                                                                                                                                                               about
                                                                                                                                                                                                               12%
                                                                                                                                                                                                               of
                                                                                                                                                                                                               the
                                                                                                                                                                                                               outstanding
                                                                                                                                                                                                               principal
                                                                                                                                                                                                               amount
                                                                                                                                                                                                               divided
                                                                                                                                                                                                               by
                                                                                                                                                                                                               4)
                                                                                                                                                                                                               that
                                                                                                                                                                                                               is
                                                                                                                                                                                                               due
                                                                                                                                                                                                               before
                                                                                                                                                                                                               April
                                                                                                                                                                                                               5,
                                                                                                                                                                                                               2012.
                                                                                                                                                                                                               Party
                                                                                                                                                                                                               A
                                                                                                                                                                                                               and
                                                                                                                                                                                                               Party
                                                                                                                                                                                                               C
                                                                                                                                                                                                               agree
                                                                                                                                                                                                               that
                                                                                                                                                                                                               the
                                                                                                                                                                                                               payment
                                                                                                                                                                                                               deadline
                                                                                                                                                                                                               for
                                                                                                                                                                                                               the
                                                                                                                                                                                                               interest
                                                                                                                                                                                                               due
                                                                                                                                                                                                               before
                                                                                                                                                                                                               April
                                                                                                                                                                                                               5,
                                                                                                                                                                                                               2012
                                                                                                                                                                                                               is
                                                                                                                                                                                                               extended
                                                                                                                                                                                                               to
                                                                                                                                                                                                               April
                                                                                                                                                                                                               30,
                                                                                                                                                                                                               2012.
                                                                                                                                                                                                               This
                                                                                                                                                                                                               interest
                                                                                                                                                                                                               payment
                                                                                                                                                                                                               will
                                                                                                                                                                                                               be
                                                                                                                                                                                                               paid
                                                                                                                                                                                                               by
                                                                                                                                                                                                               Party
                                                                                                                                                                                                               A
                                                                                                                                                                                                               to
                                                                                                                                                                                                               an
                                                                                                                                                                                                               escrow
                                                                                                                                                                                                               account
                                                                                                                                                                                                               that
                                                                                                                                                                                                               has
                                                                                                                                                                                                               been
                                                                                                                                                                                                               set
                                                                                                                                                                                                               up
                                                                                                                                                                                                               by
                                                                                                                                                                                                               another
                                                                                                                                                                                                               bank,
                                                                                                                                                                                                               and
                                                                                                                                                                                                               this
                                                                                                                                                                                                               interest
                                                                                                                                                                                                               payment
                                                                                                                                                                                                               is
                                                                                                                                                                                                               not
                                                                                                                                                                                                               a
                                                                                                                                                                                                               part
                                                                                                                                                                                                               of
                                                                                                                                                                                                               Escrow
                                                                                                                                                                                                               Fund
                                                                                                                                                                                                               under
                                                                                                                                                                                                               this
                                                                                                                                                                                                               Agreement.






    	 



    	 	



    
		3.	This
                                                                                                                                                                                                               Agreement
                                                                                                                                                                                                               has
                                                                                                                                                                                                               six
                                                                                                                                                                                                               (6)
                                                                                                                                                                                                               counterparts,
                                                                                                                                                                                                               two
                                                                                                                                                                                                               of
                                                                                                                                                                                                               which
                                                                                                                                                                                                               will
                                                                                                                                                                                                               respectively
                                                                                                                                                                                                               hold
                                                                                                                                                                                                               by
                                                                                                                                                                                                               Party
                                                                                                                                                                                                               A
                                                                                                                                                                                                               and
                                                                                                                                                                                                               Party
                                                                                                                                                                                                               B,
                                                                                                                                                                                                               and
                                                                                                                                                                                                               each
                                                                                                                                                                                                               of
                                                                                                                                                                                                               which
                                                                                                                                                                                                               has
                                                                                                                                                                                                               the
                                                                                                                                                                                                               same
                                                                                                                                                                                                               validity.



		4.	All
                                                                                                                                                                                                               the
                                                                                                                                                                                                               notices
                                                                                                                                                                                                               and
                                                                                                                                                                                                               communication
                                                                                                                                                                                                               shall
                                                                                                                                                                                                               be
                                                                                                                                                                                                               sent
                                                                                                                                                                                                               to:



 





	(1)	If
    the notices and communication are sent to Party A,
	 	Yintai
    Shencaojishi Pharmaceuticals Co., Ltd.
	 	Addressee:	Qu
    Hongwei
	 	Address:	No.9
                                                                       Tianzheng Road, Laishan District, Yantai City,

        Shandong
        Province

	 	Telephone:	(86)
    535 – 6763608
	 	Mobile:	(86)
    18660550950
	(2)	If
    the notices and communication are sent to Party B,
	 	Rural
    Credit Cooperative of Laishan District, Yantai City
	 	Addressee:	Yang
    Yuxia
	 	Address:	No.
    27 Yinhai Road, Laishan District, Yantai City, Shandong Province
	 	Telephone:	(86)
    535 - 6898288
	(3)	If
    the notices and communication are sent to Party C,
	 	Addressee:	Gordon
    McBean
	 	 	Euro
    Pacific Capital, Inc.
	 	Address:	1201
    Dove Street, Ste. 200
	 		Newport
    Beach, California 92660
	 		United
    States
	 	Telephone:	(1)
    800-727-7922 X170
	 	Mobile:	(1)
    949-300-2240
	 	Fax:	(1)
    949 252-0652







 


(signature page below)



    	 



    	 



    

 


Party A (Chop)Yantai
Shencaojishi Pharmaceuticals Co., Ltd.


 


Legal Representative or Authorized Representative:Qu
Hongwei


  


 


Party B (Chop): Rural
Credit Cooperative of Laishan District, Yantai City:


 


Legal Representative or Authorized
Representative: : Wang Yingcheng


 


 


 


Party C
(Chop) EURO PACIFIC CAPITAL, INC.


 


Legal Representative or Authorized Representative:
Gordon McBean, President


  



    	 



    	 



    

 


Exhibit I


 


Notice Letter Regarding Authorization
of Transfer Instruction


 


Rural Credit Cooperative of Laishan
District, Yantai City:


 


No portion of the Escrow Property
may be distributed by Rural Credit Cooperative of Laishan District, Yantai City unless it has received and confirmed prior joint
written instructions by the authorized representatives of both Yantai Shencaojishi Pharmaceuticals
Co., Ltd. (“Party A”)and Euro Pacific Capital, Inc. (“Party
c”).


 


From the
opening date of ______Escrow Account to the completion date of the account liquidation, unless there is change on the legal and
effective authorization document, the authorized persons and their authorizations of Transfer Instruction for the management and
use of Escrow Property sent by the Company to you are as follows:


 


		1.	Authorized Persons and Authorizations



 





	(1)	The authorized persons handling the Transfer Instruction:
	 	Party A:_____
	 	Party C:_____
	(2)	The authorized persons verifying the Transfer Instruction:
	 	Party A:_____
	 	Party C:_____
	(3)	The Accountant in charge verifying the Transfer Instruction:
	 	Party A:_____
	 	Party C:_____




 



    	 



    	 	



    
 








		2.	The signature samples of authorized persons of Transfer Instruction:



 


	(signature)	(signature)
	[Person from Party A]	[Person from Party C]




 





		3.	The reserved seal sample of authorized person of Transfer Instruction:



 





(Company
Chop)


 


Legal Representative
(Authorized Representative):


(Date)


 



    	 



    	 



    

Exhibit II


Transfer Instruction


Code No.:


Rural Credit Cooperative of Laishan
District, Yantai City:


 


Please transfer according
to following receiver, account opening bank, account number, transfer date, transfer amount.


	Liquidation Date	 	Latest Time of Account Arriving	 
	Receiver	 
	The Account Opening Bank of Receiver	 	Account NO. of Receiver	 
	Payer	 	Account NO. of Payer	 
	Transfer Amount (in words)	 	Currency	Renminbi
	Transfer Amount(in capital)	 
	Purpose
of Use:	 
	Remark:	Contract No.:
	
        Reserved Seal:

         

         

         

        Handled by:                         Checked
        by:                          Approved by: