Joymain International Development Group Inc.: Exhibit 10.3 - Filed by newsfilecorp.com






THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE
"SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE
TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO
REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"1933 ACT").

NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT
RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES
LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT
IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS.

PRIVATE PLACEMENT SUBSCRIPTION 
FOR NON U.S. SUBSCRIBERS


Joymain International Development Group Inc.


PRIVATE PLACEMENT 

INSTRUCTIONS TO SUBSCRIBER: 

	1. 	
      COMPLETE the information on page 2 of this
      Subscription Agreement.

	 	 
	2. 	
      COMPLETE the Lock-Up Agreement attached as
      Schedule A to this Subscription Agreement (the "Lock- Up
    Agreement").







2

Joymain International Development Group Inc. 
PRIVATE
PLACEMENT 

The Subscriber hereby irrevocably subscribes for, and on
Closing will purchase from the Company, the following securities at a price of
$0.03 per Share 


	_______________ Shares for $ _____________ (the
      "Subscription Proceeds") 

    




The Subscriber directs the Company to issue, register and
deliver the certificates representing the Shares as follows: 

	REGISTRATION INSTRUCTIONS: 	 	DELIVERY INSTRUCTIONS: 
	  	 	  
	 	 	 
	Name to appear on
      certificate 	 	Name
      and account reference, if applicable 
	 	 	 
	 	 	 
	SIN/Tax ID No. 	 	Contact
      name 
	 	 	 
	 	 	 
	Address 	 	Address
    
	 	 	 
	 	 	 
	  	 	Telephone number 


EXECUTED by the Subscriber this _______ day of __________,
2013. By executing this Agreement, the Subscriber certifies that the Subscriber
and any beneficial purchaser for whom the Subscriber is acting is resident in
the jurisdiction shown as the “Address of the Subscriber”. The address of the
Subscriber will be accepted by the Company as a representative as to the address
of residency for the Subscriber. 

	WITNESS: 	 	EXECUTION BY SUBSCRIBER: 
	 	 	 
	 	 	X 
	Signature of witness
    	 	Signature of individual (if Subscriber is an
      individual) 
	 	 	 
	 	 	X 
	Name of witness 	 	Authorized signatory (if Subscriber is not an
      individual) 
	 	 	 
	 	 	  
	Address of witness
    	 	Name of
      Subscriber (please print) 
	 	 	 
	 	 	  
	 	 	Name of
      authorized signatory (please print) 
	ACCEPTED this _______day of ___________, 2013. 	 	 
    
	 	 	 
	Joymain International Development Group Inc. 	 	Address
      of Subscriber (residence) 
	Per: 	 	 
		 	  
	Authorized signatory 	 	Telephone number and e-mail address



By signing this acceptance, the Company agrees to be bound by
all representations, warranties, covenants and agreements on pages 3-11 hereof.


This Subscription Agreement may be executed in any number of
counterparts, each of which, when so executed and delivered, shall constitute an
original and all of which together shall constitute one instrument. Delivery of
an executed copy of this Subscription Agreement by electronic facsimile
transmission or other means of electronic communication capable of producing a
printed copy will be deemed to be execution and delivery of this Subscription
Agreement as of the date hereinafter set forth. 




3

THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE
"SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE
TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO
REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"1933 ACT").

NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT
RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES
LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT
IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS.

PRIVATE PLACEMENT SUBSCRIPTION 
(Non U.S. Subscribers
Only) 

	TO: 	Joymain International Development Group Inc.
      (the “Company”) 


Purchase of Shares 

1. SUBSCRIPTION 

1.1 The undersigned (the "Subscriber") hereby irrevocably
subscribes for and agrees to purchase the number of shares of the Company's
common stock (the "Shares") at a price of $0.03 per Share as set out on page 2
of this Subscription Agreement (such subscription and agreement to purchase
being the "Subscription"), for the Subscription Proceeds indicated on page 2, on
the basis of the representations and warranties and subject to the terms and
conditions set forth herein and subject to a three (3) year lock-up period and
related terms and conditions set out in the Lock-Up Agreement set out as
Schedule “A” hereto. The Shares are referred to as the “Securities”. 

1.2 The Company hereby agrees to sell, on the basis of the
representations and warranties and subject to the terms and conditions set forth
herein, to the Subscriber the Shares. Subject to the terms hereof, the
Subscription Agreement will be effective upon its acceptance by the Company.

1.3 Unless otherwise provided, all dollar amounts referred to
in this Subscription Agreement are in lawful money of the United States. 

2. PAYMENT 

2.1 The Subscription Proceeds must accompany this Subscription
Agreement. The Subscriber authorizes the Company's lawyers to deliver the
Subscription Proceeds to the Company if the Subscription Proceeds are delivered
to the Company’s lawyers, without further instructions required. 

2.2 The Subscriber acknowledges and agrees that this
Subscription Agreement and any other documents delivered in connection herewith
will be held by the Company's lawyers on behalf of the Company. In the event
that this Subscription Agreement is not accepted by the Company for whatever
reason within 90 days of the delivery of an executed Subscription Agreement by
the Subscriber, or the minimum offering amount is not achieved by that time,
this Subscription Agreement, the Subscription Proceeds and any other documents
delivered in connection herewith will be returned to the Subscriber at the
address of the Subscriber as set forth in this Subscription Agreement without
interest or deduction. 




4

2.3 Where the Subscription Proceeds are paid to the Company,
the Company may treat the Subscription Proceeds as a non-interest bearing loan
and may use the Subscription Proceeds prior to this Subscription Agreement being
accepted by the Company. 

2.4 The Subscriber must complete, sign and return to the
Company an executed copy of this Subscription Agreement, the Lock-Up Agreement
attached hereto as Schedule A (the “Questionnaire”) and any other schedules
attached hereto. 

2.5 The Subscriber shall complete, sign and return to the
Company as soon as possible, on request by the Company, any documents,
questionnaires, notices and undertakings as may be required by regulatory
authorities, stock exchanges and applicable law. 

3. CLOSING 

3.1 Closing of the purchase and sale of the Shares shall occur
on such date as may be determined by the Company in its sole discretion (the
"Closing Date"). The Subscriber acknowledges that Shares may be issued to other
subscribers under this offering (the "Offering") before or after the Closing
Date. The Company, may, at its discretion, elect to close the Offering in one or
more closings, in which event the Company may agree with one or more subscribers
(including the Subscriber hereunder) to complete delivery of the Shares to such
subscriber(s) against payment therefore at any time on or prior to the Closing
Date. 

4. ACKNOWLEDGEMENTS OF SUBSCRIBER


4.1 The Subscriber acknowledges and agrees that: 

	 	(a) 	
      none of the Securities have been registered under the
      Securities Act of 1933, as amended (the "1933 Act"), or under any state
      securities or "blue sky" laws of any state of the United States, and are
      being offered only in a transaction not involving any public offering
      within the meaning of the 1933 Act, and, unless so registered, may not be
      offered or sold in the United States or to U.S. Persons (as defined
      herein), except pursuant to an effective registration statement under the
      1933 Act, or pursuant to an exemption from, or in a transaction not
      subject to, the registration requirements of the 1933 Act, and in each
      case only in accordance with applicable state and provincial securities
      laws;

	 	 	 
	 	(b) 	
      the Company will refuse to register any transfer of any
      of the Securities not made in accordance with the provisions of Regulation
      S, pursuant to an effective registration statement under the 1933 Act or
      pursuant to an available exemption from, or in a transaction not subject
      to, the registration requirements of the 1933 Act;

	 	 	 
	 	(c) 	
      the decision to execute this Subscription Agreement and
      purchase the Shares agreed to be purchased hereunder has not been based
      upon any oral or written representation as to fact or otherwise made by or
      on behalf of the Company;

	 	 	 
	 	(d) 	
      the Subscriber and the Subscriber's advisor(s) have had a
      reasonable opportunity to review the Company Information and to ask
      questions of and receive answers from the Company regarding the Offering,
      and to obtain additional information, to the extent possessed or
      obtainable without unreasonable effort or expense, necessary to verify the
      accuracy of the information contained in the Company Information, or any
      other document provided to the Subscriber;

	 	 	 
	 	(e) 	
      the books and records of the Company were available upon
      reasonable notice for inspection, subject to certain confidentiality
      restrictions, by the Subscriber during reasonable business hours at its
      principal place of business and that all documents, records and books
      pertaining to this Offering have been made available for inspection by the
      Subscriber, the Subscriber's attorney and/or
advisor(s);







5

	 	(f) 	
      by execution hereof the Subscriber has waived the need
      for the Company to communicate its acceptance of the purchase of the
      Shares pursuant to this Subscription Agreement;

	 	 	 	 
	 	(g) 	
      the Company is entitled to rely on the representations
      and warranties and the statements and answers of the Subscriber contained
      in this Subscription Agreement and the Questionnaire and the Subscriber
      will hold harmless the Company from any loss or damage it may suffer as a
      result of the Subscriber's failure to correctly complete this Subscription
      Agreement and the Questionnaire;

	 	 	 	 
	 	(h) 	
      the Subscriber will indemnify and hold harmless the
      Company and, where applicable, its respective directors, officers,
      employees, agents, advisors and shareholders from and against any and all
      loss, liability, claim, damage and expense whatsoever (including, but not
      limited to, any and all fees, costs and expenses whatsoever reasonably
      incurred in investigating, preparing or defending against any claim,
      lawsuit, administrative proceeding or investigation whether commenced or
      threatened) arising out of or based upon any acknowledgment,
      representation or warranty of the Subscriber contained herein, the
      Questionnaire or in any other document furnished by the Subscriber to the
      Company in connection herewith, being untrue in any material respect or
      any breach or failure by the Subscriber to comply with any covenant or
      agreement made by the Subscriber to the Company in connection
      therewith;

	 	 	 	 
	 	(i) 	
      the issuance and sale of the Shares to the Subscriber
      will not be completed if it would be unlawful or if, in the discretion of
      the Company acting reasonably, it is not in the best interests of the
      Company;

	 	 	 	 
	 	(j) 	
      the Subscriber has been advised to consult the
      Subscriber’s own legal, tax and other advisors with respect to the merits
      and risks of an investment in the Securities and with respect to the
      applicable resale restrictions, and it is solely responsible (and the
      Company is not in any way responsible) for compliance with:

	 	 	 	 
	 		(i) 	
      any applicable laws of the jurisdiction in which the
      Subscriber is resident in connection with the distribution of the
      Securities hereunder, and

	 	 	 	 
	 		(ii) 	
      applicable resale restrictions;

	 	 	 	 
	 	(k) 	
      the Subscriber has not acquired the Shares as a result
      of, and will not itself engage in, any "directed selling efforts" (as
      defined in Regulation S under the 1933 Act) in the United States in
      respect of any of the Securities which would include any activities
      undertaken for the purpose of, or that could reasonably be expected to
      have the effect of, conditioning the market in the United States for the
      resale of any of the Securities; provided, however, that the Subscriber
      may sell or otherwise dispose of any of the Shares pursuant to
      registration of any of the Shares pursuant to the 1933 Act and any
      applicable state securities laws or under an exemption from such
      registration requirements and as otherwise provided herein;

	 	 	 	 
	 	(l) 	
      the Subscriber is outside the United States when
      receiving and executing this Subscription Agreement and is acquiring the
      Shares as principal for its own account, for investment purposes only, and
      not with a view to, or for, resale, distribution or fractionalization
      thereof, in whole or in part, and no other person has a direct or indirect
      beneficial interest in such Shares;

	 	 	 	 
	 	(m) 	
      the statutory and regulatory basis for the exemption
      claimed for the offer and sale of the Shares, although in technical
      compliance with Regulation S, would not be available if the offering is
      part of a plan or scheme to evade the registration provisions of the 1933
      Act;

	 	 	 	 
	 	(n) 	
      the Company has advised the Subscriber that, if the
      Subscriber is a Canadian resident, the Company is relying on an exemption
      from the requirements to provide the Subscriber with a prospectus and to
      sell the Shares through a person registered to sell securities and, as a
      consequence of acquiring the Shares pursuant to this exemption, certain
      protections, rights and remedies provided, including statutory rights of
      rescission or damages, will not be available to the Subscriber;







6

	 	(o) 	
      none of the Securities are listed on any stock exchange
      or automated dealer quotation system and no representation has been made
      to the Subscriber that any of the Securities will become listed on any
      stock exchange or automated dealer quotation system;

	 	 	 
	 	(p) 	
      neither the SEC nor any other securities commission or
      similar regulatory authority has reviewed or passed on the merits of any
      of the Securities;

	 	 	 
	 	(q) 	
      no documents in connection with this Offering have been
      reviewed by the SEC or any state securities administrators;

	 	 	 
	 	(r) 	
      there is no government or other insurance covering any of
      the Securities; and

	 	 	 
	 	(s) 	
      this Subscription Agreement is not enforceable by the
      Subscriber unless it has been accepted by the Company, and the Subscriber
      acknowledges and agrees that the Company reserves the right to reject any
      subscription for any reason.



5. REPRESENTATIONS, WARRANTIES AND
COVENANTS OF THE SUBSCRIBER 

5.1 The Subscriber hereby represents and warrants to and
covenants with the Company (which representations, warranties and covenants
shall survive the Closing Date) that: 

	 	(a) 	
      the Subscriber is not a U.S. Person (as defined
      herein);

	 	 	 
	 	(b) 	
      the Subscriber is not acquiring the Shares for the
      account or benefit of, directly or indirectly, any U.S. Person (as defined
      herein);

	 	 	 
	 	(c) 	
      the Subscriber is resident in the jurisdiction set out on
      page 2 of this Subscription Agreement;

	 	 	 
	 	(d) 	
      the Subscriber:




	 	(i) 	
      is knowledgeable of, or has been independently advised as
      to, the applicable securities laws of the securities regulators having
      application in the jurisdiction in which the Subscriber is resident (the
      “International Jurisdiction”) which would apply to the acquisition of the
      Shares,

	 	 	 
	 	(ii) 	
      is purchasing the Shares pursuant to exemptions from
      prospectus or equivalent requirements under applicable securities laws or,
      if such is not applicable, the Subscriber is permitted to purchase the
      Shares under the applicable securities laws of the securities regulators
      in the International Jurisdiction without the need to rely on any
      exemptions,

	 	 	 
	 	(iii) 	
      acknowledges that the applicable securities laws of the
      authorities in the International Jurisdiction do not require the Company
      to make any filings or seek any approvals of any kind whatsoever from any
      securities regulator of any kind whatsoever in the International
      Jurisdiction in connection with the issue and sale or resale of any of the
      Securities, and

	 	 	 
	 	(iv) 	
      represents and warrants that the acquisition of the
      Shares by the Subscriber does not trigger:




	 	A. 	
      any obligation to prepare and file a prospectus or
      similar document, or any other report with respect to such purchase in the
      International Jurisdiction, or







7

	 	B. 	
      any continuous disclosure reporting obligation of the
      Company in the International Jurisdiction, and



the Subscriber will, if requested by
the Company, deliver to the Company a certificate or opinion of local counsel
from the International Jurisdiction which will confirm the matters referred to
in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Company,
acting reasonably; 

	 	(e) 	
      the Subscriber is acquiring the Shares as principal for
      investment only and not with a view to, or for, resale, distribution or
      fractionalization thereof, in whole or in part, and, in particular, it has
      no intention to distribute either directly or indirectly any of the
      Securities in the United States or to U.S. Persons (as defined
    herein);

	 	 	 
	 	(f) 	
      the Subscriber is outside the United States when
      receiving and executing this Subscription Agreement;

	 	 	 
	 	(g) 	
      the Subscriber understands and agrees not to engage in
      any hedging transactions involving any of the Securities unless such
      transactions are in compliance with the provisions of the 1933 Act and in
      each case only in accordance with applicable state securities
  laws;

	 	 	 
	 	(h) 	
      the Subscriber acknowledges that it has not acquired the
      Shares as a result of, and will not itself engage in, any "directed
      selling efforts" (as defined in Regulation S under the 1933 Act) in the
      United States in respect of any of the Securities which would include any
      activities undertaken for the purpose of, or that could reasonably be
      expected to have the effect of, conditioning the market in the United
      States for the resale of any of the Securities; provided, however, that
      the Subscriber may sell or otherwise dispose of any of the Shares pursuant
      to registration of any of the Shares pursuant to the 1933 Act and any
      applicable state securities laws or under an exemption from such
      registration requirements and as otherwise provided herein;

	 	 	 
	 	(i) 	
      the Subscriber has the legal capacity and competence to
      enter into and execute this Subscription Agreement and to take all actions
      required pursuant hereto and, if the Subscriber is a corporation, it is
      duly incorporated and validly subsisting under the laws of its
      jurisdiction of incorporation and all necessary approvals by its
      directors, shareholders and others have been obtained to authorize
      execution and performance of this Subscription Agreement on behalf of the
      Subscriber;

	 	 	 
	 	(j) 	
      the entering into of this Subscription Agreement and the
      transactions contemplated hereby do not result in the violation of any of
      the terms and provisions of any law applicable to, or, if applicable, the
      constating documents of, the Subscriber, or of any agreement, written or
      oral, to which the Subscriber may be a party or by which the Subscriber is
      or may be bound;

	 	 	 
	 	(k) 	
      the Subscriber has duly executed and delivered this
      Subscription Agreement and it constitutes a valid and binding agreement of
      the Subscriber enforceable against the Subscriber;

	 	 	 
	 	(l) 	
      the Subscriber has received and carefully read this
      Subscription Agreement;

	 	 	 
	 	(m) 	
      the Subscriber (i) has adequate net worth and means of
      providing for its current financial needs and possible personal
      contingencies, (ii) has no need for liquidity in this investment, and
      (iii) is able to bear the economic risks of an investment in the
      Securities for an indefinite period of time, and can afford the complete
      loss of such investment;

	 	 	 
	 	(n) 	
      the Subscriber has the requisite knowledge and experience
      in financial and business matters as to be capable of evaluating the
      merits and risks of the investment in the Securities and the Company, and
      the Subscriber is providing evidence of knowledge and experience in these
      matters through the information requested in the
  Questionnaire;







8

	 	(o) 	
      the Subscriber understands and agrees that the Company
      and others will rely upon the truth and accuracy of the acknowledgements,
      representations, warranties, covenants and agreements contained in this
      Subscription Agreement and the Questionnaire, and agrees that if any of
      such acknowledgements, representations and agreements are no longer
      accurate or have been breached, the Subscriber shall promptly notify the
      Company;

	 	 	 	 
	 	(p) 	
      the Subscriber is aware that an investment in the Company
      is speculative and involves certain risks, including the possible loss of
      the investment;

	 	 	 	 
	 	(q) 	
      the Subscriber is purchasing the Shares for its own
      account for investment purposes only and not for the account of any other
      person and not for distribution, assignment or resale to others, and no
      other person has a direct or indirect beneficial interest is such Shares,
      and the Subscriber has not subdivided his interest in the Shares with any
      other person;

	 	 	 	 
	 	(r) 	
      the Subscriber is not an underwriter of, or dealer in,
      the shares of the Company's common stock, nor is the Subscriber
      participating, pursuant to a contractual agreement or otherwise, in the
      distribution of the Shares;

	 	 	 	 
	 	(s) 	
      the Subscriber has made an independent examination and
      investigation of an investment in the Securities and the Company and has
      depended on the advice of its legal and financial advisors and agrees that
      the Company will not be responsible in anyway whatsoever for the
      Subscriber's decision to invest in the Securities and the
  Company;

	 	 	 	 
	 	(t) 	
      if the Subscriber is acquiring the Shares as a fiduciary
      or agent for one or more investor accounts, the Subscriber has sole
      investment discretion with respect to each such account, and the
      Subscriber has full power to make the foregoing acknowledgements,
      representations and agreements on behalf of such account;

	 	 	 	 
	 	(u) 	
      the Subscriber is not aware of any advertisement of any
      of the Shares and is not acquiring the Shares as a result of any form of
      general solicitation or general advertising including advertisements,
      articles, notices or other communications published in any newspaper,
      magazine or similar media or broadcast over radio or television, or any
      seminar or meeting whose attendees have been invited by general
      solicitation or general advertising;

	 	 	 	 
	 	(v) 	
      no person has made to the Subscriber any written or oral
      representations:

	 	 	 	 
	 		(i) 	
      that any person will resell or repurchase any of the
      Securities,

	 	 	 	 
	 		(ii) 	
      that any person will refund the purchase price of any of
      the Securities,

	 	 	 	 
	 		(iii) 	
      as to the future price or value of any of the Securities,
      or

	 	 	 	 
	 		(iv) 	
      that any of the Securities will be listed and posted for
      trading on any stock exchange or automated dealer quotation system or that
      application has been made to list and post any of the Securities of the
      Company on any stock exchange or automated dealer quotation system;
    and

	 	 	 	 
	 	(w) 	
      the Subscriber acknowledges and agrees that the Company
      shall not consider the Subscriber's Subscription for acceptance unless the
      undersigned provides to the Company, along with an executed copy of this
      Subscription Agreement:

	 	 	 	 
	 		(i) 	
      a fully completed and executed Lock-Up Agreement in the
      form attached hereto as Schedule A, and







9

	 	(ii) 	
      such other supporting documentation that the Company or
      its legal counsel may request to establish the Subscriber's qualification
      as a qualified investor.



5.2 In this Subscription Agreement, the term "U.S. Person"
shall have the meaning ascribed thereto in Regulation S promulgated under the
1933 Act and for the purpose of the Subscription Agreement includes any person
in the United States. 

6. ACKNOWLEDGEMENT AND WAIVER


6.1 The Subscriber has acknowledged that the decision to
purchase the Shares was solely made on the Company Information. The Subscriber
hereby waives, to the fullest extent permitted by law, any rights of withdrawal,
rescission or compensation for damages to which the Subscriber might be entitled
in connection with the distribution of any of the Shares. 

7. REPRESENTATIONS AND WARRANTIES WILL BE
RELIED UPON BY THE COMPANY 

7.1 The Subscriber acknowledges that the acknowledgements,
representations and warranties contained herein and in the Questionnaire are
made by it with the intention that they may be relied upon by the Company and
its legal counsel in determining the Subscriber's eligibility to purchase the
Shares under applicable securities legislation, or (if applicable) the
eligibility of others on whose behalf it is contracting hereunder to purchase
the Shares under applicable securities legislation. The Subscriber further
agrees that by accepting delivery of the certificates representing the Shares,
it will be representing and warranting that the acknowledgements representations
and warranties contained herein and in the Questionnaire are true and correct as
of the date hereof and will continue in full force and effect notwithstanding
any subsequent disposition by the Subscriber of such Shares. 

8. RESALE RESTRICTIONS 

8.1 The Subscriber acknowledges that any resale of the
Securities will be subject to resale restrictions contained in the securities
legislation applicable to the Subscriber or proposed transferee. The Subscriber
acknowledges that none of the Securities have been registered under the 1933 Act
or the securities laws of any state of the United States. None of the Securities
may be offered or sold in the United States unless registered in accordance with
federal securities laws and all applicable state securities laws or exemptions
from such registration requirements are available. 

9. LEGENDING AND REGISTRATION OF SUBJECT
SECURITIES 

9.1 The Subscriber hereby acknowledges that upon the issuance
thereof, and until such time as the same is no longer required under the
applicable securities laws and regulations, the certificates representing the
Shares will bear a legend in substantially the following form: 


	
      THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN
      OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED
      HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF
      1933, AS AMENDED (THE "1933 ACT"). 

	  
	
      NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN
      REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND,
      UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY,
      IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN
      ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT,
      PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM,
      OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
      1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE
      SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE
      SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT.
      "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE
      1933 ACT.









10

9.2 The Subscriber hereby acknowledges and agrees to the
Company making a notation on its records or giving instructions to the registrar
and transfer agent of the Company in order to implement the restrictions on
transfer set forth and described in this Subscription Agreement. 

10. COLLECTION OF PERSONAL
INFORMATION 

10.1 The Subscriber acknowledges and consents to the fact that
the Company is collecting the Subscriber's personal information for the purpose
of fulfilling this Subscription Agreement and completing the Offering. The
Subscriber's personal information (and, if applicable, the personal information
of those on whose behalf the Subscriber is contracting hereunder) may be
disclosed by the Company to (a) stock exchanges or securities regulatory
authorities, (b) the Company's registrar and transfer agent, (c) government
authorities having jurisdiction over the Company or the Subscriber, and (d) any
of the other parties involved in the Offering, including legal counsel, and may
be included in record books in connection with the Offering. By executing this
Subscription Agreement, the Subscriber is deemed to be consenting to the
foregoing collection, use and disclosure of the Subscriber's personal
information (and, if applicable, the personal information of those on whose
behalf the Subscriber is contracting hereunder) and to the retention of such
personal information for as long as permitted or required by law or business
practice. Notwithstanding that the Subscriber may be purchasing Shares as agent
on behalf of an undisclosed principal, the Subscriber agrees to provide, on
request, particulars as to the identity of such undisclosed principal as may be
required by the Company in order to comply with the foregoing. 

11. COSTS 

11.1 The Subscriber acknowledges and agrees that all costs and
expenses incurred by the Subscriber (including any fees and disbursements of any
special counsel retained by the Subscriber) relating to the purchase of the
Shares shall be borne by the Subscriber. 

12. GOVERNING LAW 

12.1 This Subscription Agreement is governed by the laws of the
State of Nevada. The Subscriber, in its personal or corporate capacity and, if
applicable, on behalf of each beneficial purchaser for whom it is acting,
irrevocably attorns to the exclusive jurisdiction of the Courts of the State of
Nevada.

13. SURVIVAL 

13.1 This Subscription Agreement, including without limitation
the representations, warranties and covenants contained herein, shall survive
and continue in full force and effect and be binding upon the parties hereto
notwithstanding the completion of the purchase of the Shares by the Subscriber
pursuant hereto. 

14. ASSIGNMENT 

14.1 This Subscription Agreement is not transferable or
assignable. 

15. SEVERABILITY 

15.1 The invalidity or unenforceability of any particular
provision of this Subscription Agreement shall not affect or limit the validity
or enforceability of the remaining provisions of this Subscription Agreement.





11

16. ENTIRE AGREEMENT 

16.1 Except as expressly provided in this Subscription
Agreement and in the agreements, instruments and other documents contemplated or
provided for herein, this Subscription Agreement contains the entire agreement
between the parties with respect to the sale of the Shares and there are no
other terms, conditions, representations or warranties, whether expressed,
implied, oral or written, by statute or common law, by the Company or by anyone
else. 

17. NOTICES 

17.1 All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given if mailed or transmitted by
any standard form of telecommunication. Notices to the Subscriber shall be
directed to the address on page 2 and notices to the Company shall be directed
to it at the first page of this Subscription Agreement. 

18. COUNTERPARTS AND ELECTRONIC
MEANS 

18.1 This Subscription Agreement may be executed in any number
of counterparts, each of which, when so executed and delivered, shall constitute
an original and all of which together shall constitute one instrument. Delivery
of an executed copy of this Subscription Agreement by electronic facsimile
transmission or other means of electronic communication capable of producing a
printed copy will be deemed to be execution and delivery of this Subscription
Agreement as of the date hereinafter set forth. 




Joymain International Development Group Inc. 

SCHEDULE A 
to Subscription Agreement 

LOCK-UP AGREEMENT 

April _______________, 2013

________________________

________________________

________________________

Ladies and Gentlemen: 

Re: Lock-up of shares held in Joymain International
Development Group Inc., a Nevada corporation (the “Company”) by             (the “Shareholder”)                         

Reference is made to the Subscription Agreement (the
“Subscription Agreement”) between the Company and the undersigned
Shareholder dated concurrently with this letter and to which this letter is
attached as Schedule “A”. The undersigned Shareholder irrevocably agrees with
the Company that, from the date hereof until April , 2016 (such period, the
“Restriction Period”), the Shareholder will not except in accordance with
the terms hereof, offer, sell, contract to sell, hypothecate, pledge or
otherwise dispose of (or enter into any transaction which is designed to, or
might reasonably be expected to, result in the disposition (whether by actual
disposition or effective economic disposition due to cash settlement or
otherwise) by the Shareholder or any Affiliate of the Shareholder or any person
in privity with the Shareholder or any Affiliate of the Shareholder, directly or
indirectly, in respect of, or establish or increase a put equivalent position or
liquidate or decrease a call equivalent position within the meaning of Section
16 of the United States Securities Exchange Act of 1934 (each, a
“Transfer”) with respect to, any shares of Common Stock acquired by the
Shareholder in the capital of the Company pursuant to the Subscription
Agreement(the “Securities”). In order to enforce this covenant, the
Company shall have the right impose irrevocable stop-transfer instructions
preventing the Company’s transfer agent from effecting any actions in violation
of this Letter Agreement. 

Notwithstanding the foregoing, the Shareholder shall be
permitted to make the following Transfers of the shares Securities during the
Restriction Period expressly in accordance with the following (collectively,
“Permitted Transfers”). 

For the purposes of this letter agreement, “Permitted
Transfer” means, with respect to any person, (i) a transfer of Securities to
an immediate family member or Affiliate of such person, (ii) if such Person is a
limited or general partnership, a Transfer of the Securities to its partners in
connection with a distribution of securities held by such person to its partners
or (iii) a Transfer of the Securities with the prior written consent of the
Company in a private transaction exempt from the registration requirements of
the Securities Act of 1933, as amended; provided, that each such
receiving party to a Permitted Transfer in clauses (i) through (iii), prior to
any such Transfer, executes and delivers the Company a letter agreement agreeing
to be bound in the same manner as the signatory hereto as to the transferred
securities. 

The Shareholder acknowledges that the execution, delivery and
performance of this Letter Agreement is a material condition to the Company’s
ability to obtain further financing and the Company shall be entitled to
specific performance of the Shareholder’s obligations hereunder. The Shareholder
hereby represents that the Shareholder has the power and authority to execute,
deliver and perform this Letter Agreement, that the Shareholder has received
adequate consideration therefor and that the Shareholder will indirectly benefit
from the Company’s ability to obtain any such additional financing.




- 2 - 

The Shareholder acknowledges that they have read this document
and fully understand the terms of this Letter Agreement, and acknowledge that
this Letter Agreement has been executed voluntarily after either receiving
independent legal advice, or having been advised to obtain independent legal
advice and having elected not to do so. 

This Letter Agreement may not be amended or otherwise modified
in any respect without the written consent of each of the Company, and the
Shareholder. This Letter Agreement shall be construed and enforced in accordance
with the laws of the State of Nevada without regard to the principles of
conflict of laws. The Shareholder hereby irrevocably submits to the exclusive
jurisdiction of the State of Nevada, for the purposes of any suit, action or
proceeding arising out of or relating to this Letter Agreement, and hereby
waives, and agrees not to assert in any such suit, action or proceeding, any
claim that (i) it is not personally subject to the jurisdiction of such court,
(ii) the suit, action or proceeding is brought in an inconvenient forum, or
(iii) the venue of the suit, action or proceeding is improper. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any
manner permitted by law.

     This Letter Agreement shall be
binding on successors and assigns of the Shareholder with respect to the
Securities and any such successor or assign shall enter into a similar agreement
for the benefit of the Company. 

     This Letter Agreement may not be
executed in counterparts. 

     By signing below, the Company
agrees to enforce the restrictions on transfer set forth in this Letter
Agreement. 

	Joymain International
      Development Group Inc. 	 
	 	 
	By: 	  	 
	Name: 	Suqun Lin 	 
	Title: 	President and Director 	 
	  	  	 
	 	 	  
	Shareholder 	 
	  	  	 
	 	 	 
	Print Name 	 
	 	 
	 	 
	Position in Company, if applicable
    	 
	  	  	 
	  	  	 
	Address for Notice: 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	Number of shares of Common Stock