Exhibit 10.2


 





 


MEMORANDUM
OF UNDERSTANDING


 


FOR
INVESTMENT IN


 


CASTOR
PROCESSING PLANT PROJECT


 


 


 


DATED:
FEB 14, 2012


 


 


 


 


 



    	 



    	 



    

MEMORANDUM
OF UNDERSTANDING


FOR
INVESTMENT IN


CASTOR
PROCESSING PLANT PROJECT


 


PROJECT
FUND SOLICITING PARTY: SINAN COUNTY GOVERNMENT


(Hereinafter
referred to as Party A )


 


PROJECT
INVESTOR: PGCG INC


(Hereinafter
referred to as Party B)


 


In
accordance to the National Property Policy and to further implement the strategy for developing the western front, and based on
[Contract Law of People Republic of China] and the related bylaws, Party A and B entered into this Memorandum of Understanding
on their own free will for mutual development and benefit. Based on in-depth study and consideration after negotiation and consultation
of both parties for Party B’s proposed investment in Castor Processing Plant within the Sinan Industrial Park, both parties
came to and understanding as below:


		1.	General
                                                                                                                                              Information
                                                                                                                                              of
                                                                                                                                              the
                                                                                                                                              Investment
                                                                                                                                              



		1.1	Project
                                                                                                                                Name:
                                                                                                                                Castor
                                                                                                                                Processing
                                                                                                                                Plant
                                                                                                                                Development.



		1.2	Project
                                                                                                                                Site:
                                                                                                                                Sinan
                                                                                                                                Industrial
                                                                                                                                Park



		1.3	Investment
                                                                                                                                Size:
                                                                                                                                RMB
                                                                                                                                300
                                                                                                                                million
                                                                                                                                in
                                                                                                                                3
                                                                                                                                phases,
                                                                                                                                (
                                                                                                                                first
                                                                                                                                phase
                                                                                                                                2012
                                                                                                                                Apil
                                                                                                                                –
                                                                                                                                2013
                                                                                                                                April
                                                                                                                                invest
                                                                                                                                RMB
                                                                                                                                30
                                                                                                                                million



		1.4	Investment
                                                                                                                                Method:
                                                                                                                                Wholly
                                                                                                                                Owned.



		1.5	Project
                                                                                                                                construction
                                                                                                                                Period
                                                                                                                                :
                                                                                                                                2012
                                                                                                                                April
                                                                                                                                till
                                                                                                                                2015
                                                                                                                                January



 


		2.	Rights
                                                                                                                                              and
                                                                                                                                              Obligation
                                                                                                                                              of
                                                                                                                                              both
                                                                                                                                              parties



		2.1	Rights
                                                                                                                                       and
                                                                                                                                       Obligation
                                                                                                                                       of
                                                                                                                                       Party
                                                                                                                                       A



		2.1.1	Party
                                                                                                                                  A
                                                                                                                                  treat
                                                                                                                                  this
                                                                                                                                  as
                                                                                                                                  key
                                                                                                                                  investment
                                                                                                                                  soliciting
                                                                                                                                  project
                                                                                                                                  and
                                                                                                                                  coordinated
                                                                                                                                  by
                                                                                                                                  the
                                                                                                                                  Deputy
                                                                                                                                  District
                                                                                                                                  Officer
                                                                                                                                  in-charge
                                                                                                                                  of
                                                                                                                                  Agriculture,
                                                                                                                                  service
                                                                                                                                  by
                                                                                                                                  the
                                                                                                                                  County’s
                                                                                                                                  Department
                                                                                                                                  of
                                                                                                                                  Agriculture
                                                                                                                                  Technology,
                                                                                                                                  to
                                                                                                                                  assist
                                                                                                                                  Party
                                                                                                                                  B
                                                                                                                                  in
                                                                                                                                  application
                                                                                                                                  for
                                                                                                                                  all
                                                                                                                                  necessary
                                                                                                                                  prerequisite
                                                                                                                                  licenses
                                                                                                                                  and
                                                                                                                                  permits
                                                                                                                                  regarding
                                                                                                                                  this
                                                                                                                                  project.
                                                                                                                                  Party
                                                                                                                                  B
                                                                                                                                  shall
                                                                                                                                  bear
                                                                                                                                  all
                                                                                                                                  cost.




    	 



    	 



    

		2.1.2	Party
                                                                                                                                  A
                                                                                                                                  shall
                                                                                                                                  provide
                                                                                                                                  the
                                                                                                                                  necessary
                                                                                                                                  support
                                                                                                                                  and
                                                                                                                                  assistance
                                                                                                                                  in
                                                                                                                                  providing
                                                                                                                                  Party
                                                                                                                                  B
                                                                                                                                  a
                                                                                                                                  conducive
                                                                                                                                  operation
                                                                                                                                  environment,
                                                                                                                                  in
                                                                                                                                  accordance
                                                                                                                                  with
                                                                                                                                  related
                                                                                                                                  policies.



		2.1.3	Party
                                                                                                                                  A
                                                                                                                                  shall
                                                                                                                                  provide
                                                                                                                                  all
                                                                                                                                  necessary
                                                                                                                                  information
                                                                                                                                  and
                                                                                                                                  materials
                                                                                                                                  in
                                                                                                                                  relation
                                                                                                                                  to
                                                                                                                                  the
                                                                                                                                  project.



		2.1.4	Party
                                                                                                                                  A
                                                                                                                                  undertake
                                                                                                                                  to
                                                                                                                                  provide
                                                                                                                                  the
                                                                                                                                  right
                                                                                                                                  of
                                                                                                                                  use
                                                                                                                                  of
                                                                                                                                  a
                                                                                                                                  100
                                                                                                                                  mu
                                                                                                                                  land
                                                                                                                                  within
                                                                                                                                  the
                                                                                                                                  Sinan
                                                                                                                                  Industrial
                                                                                                                                  Park
                                                                                                                                  for
                                                                                                                                  Party
                                                                                                                                  B
                                                                                                                                  to
                                                                                                                                  construct
                                                                                                                                  its
                                                                                                                                  Processing
                                                                                                                                  Plant,
                                                                                                                                  free
                                                                                                                                  of
                                                                                                                                  charge
                                                                                                                                  for
                                                                                                                                  the
                                                                                                                                  initial
                                                                                                                                  3
                                                                                                                                  years
                                                                                                                                  from
                                                                                                                                  date
                                                                                                                                  of
                                                                                                                                  execution
                                                                                                                                  the
                                                                                                                                  Agreements,
                                                                                                                                  provided
                                                                                                                                  Party
                                                                                                                                  B
                                                                                                                                  invested
                                                                                                                                  not
                                                                                                                                  less
                                                                                                                                  than
                                                                                                                                  RMB
                                                                                                                                  150
                                                                                                                                  million
                                                                                                                                  before
                                                                                                                                  the
                                                                                                                                  end
                                                                                                                                  of
                                                                                                                                  January
                                                                                                                                  2015.
                                                                                                                                  Failing
                                                                                                                                  which
                                                                                                                                  Party
                                                                                                                                  A
                                                                                                                                  shall
                                                                                                                                  collect
                                                                                                                                  in
                                                                                                                                  a
                                                                                                                                  single
                                                                                                                                  lump
                                                                                                                                  sum
                                                                                                                                  fees
                                                                                                                                  for
                                                                                                                                  the
                                                                                                                                  use
                                                                                                                                  of
                                                                                                                                  the
                                                                                                                                  land
                                                                                                                                  since
                                                                                                                                  initialization
                                                                                                                                  of
                                                                                                                                  the
                                                                                                                                  project.



		2.1.5	Party
                                                                                                                                  A
                                                                                                                                  shall
                                                                                                                                  at
                                                                                                                                  it
                                                                                                                                  own
                                                                                                                                  cost
                                                                                                                                  responsible
                                                                                                                                  for
                                                                                                                                  providing
                                                                                                                                  the
                                                                                                                                  water,
                                                                                                                                  electricity
                                                                                                                                  and
                                                                                                                                  access
                                                                                                                                  roads
                                                                                                                                  to
                                                                                                                                  the
                                                                                                                                  said
                                                                                                                                  site
                                                                                                                                  outside
                                                                                                                                  the
                                                                                                                                  red
                                                                                                                                  demarcation
                                                                                                                                  area.
                                                                                                                                  Party
                                                                                                                                  A
                                                                                                                                  shall
                                                                                                                                  be
                                                                                                                                  responsible
                                                                                                                                  for
                                                                                                                                  the
                                                                                                                                  said
                                                                                                                                  utilities
                                                                                                                                  within
                                                                                                                                  the
                                                                                                                                  red
                                                                                                                                  demarcated
                                                                                                                                  area.
                                                                                                                                  The
                                                                                                                                  usage
                                                                                                                                  charge
                                                                                                                                  for
                                                                                                                                  water
                                                                                                                                  and
                                                                                                                                  electricity
                                                                                                                                  shall
                                                                                                                                  in
                                                                                                                                  accordance
                                                                                                                                  with
                                                                                                                                  the
                                                                                                                                  standard
                                                                                                                                  charges
                                                                                                                                  applicable
                                                                                                                                  for
                                                                                                                                  the
                                                                                                                                  similar
                                                                                                                                  industry
                                                                                                                                  user
                                                                                                                                  of
                                                                                                                                  the
                                                                                                                                  Sinan
                                                                                                                                  county.



		2.1.6	Party
                                                                                                                                  A
                                                                                                                                  commit
                                                                                                                                  to
                                                                                                                                  assist
                                                                                                                                  Party
                                                                                                                                  B
                                                                                                                                  in
                                                                                                                                  promoting
                                                                                                                                  the
                                                                                                                                  planting
                                                                                                                                  of
                                                                                                                                  castor,
                                                                                                                                  radiating
                                                                                                                                  from
                                                                                                                                  Sinan
                                                                                                                                  county
                                                                                                                                  as
                                                                                                                                  the
                                                                                                                                  center,
                                                                                                                                  to
                                                                                                                                  all
                                                                                                                                  neighboring
                                                                                                                                  county,
                                                                                                                                  with
                                                                                                                                  the
                                                                                                                                  target
                                                                                                                                  of
                                                                                                                                  achieving
                                                                                                                                  250,000-
                                                                                                                                  400,000
                                                                                                                                  mu
                                                                                                                                  of
                                                                                                                                  plantation
                                                                                                                                  area
                                                                                                                                  within
                                                                                                                                  1-3
                                                                                                                                  years,
                                                                                                                                  to
                                                                                                                                  set
                                                                                                                                  the
                                                                                                                                  stage
                                                                                                                                  for
                                                                                                                                  next
                                                                                                                                  level
                                                                                                                                  of
                                                                                                                                  investment.
                                                                                                                                  The
                                                                                                                                  operation
                                                                                                                                  shall
                                                                                                                                  be
                                                                                                                                  develop
                                                                                                                                  and
                                                                                                                                  manage
                                                                                                                                  wholly
                                                                                                                                  by
                                                                                                                                  Party
                                                                                                                                  B,
                                                                                                                                  and
                                                                                                                                  Party
                                                                                                                                  A
                                                                                                                                  shall
                                                                                                                                  not
                                                                                                                                  be
                                                                                                                                  involved
                                                                                                                                  in
                                                                                                                                  the
                                                                                                                                  business
                                                                                                                                  operation.



 


		2.2	Rights
                                                                                                                                       and
                                                                                                                                       Obligations
                                                                                                                                       of
                                                                                                                                       Party
                                                                                                                                       B



		2.2.1	Party
                                                                                                                                 B
                                                                                                                                 shall
                                                                                                                                 incorporate
                                                                                                                                 a
                                                                                                                                 company
                                                                                                                                 according
                                                                                                                                 to
                                                                                                                                 the
                                                                                                                                 Ministry
                                                                                                                                 of
                                                                                                                                 Trade
                                                                                                                                 and
                                                                                                                                 Commerce
                                                                                                                                 requirement
                                                                                                                                 with
                                                                                                                                 registered
                                                                                                                                 capital
                                                                                                                                 not
                                                                                                                                 less
                                                                                                                                 than
                                                                                                                                 RMB
                                                                                                                                 20
                                                                                                                                 million,
                                                                                                                                 shall
                                                                                                                                 operate
                                                                                                                                 with
                                                                                                                                 honesty
                                                                                                                                 and
                                                                                                                                 promptly
                                                                                                                                 pay
                                                                                                                                 it’s
                                                                                                                                 taxes
                                                                                                                                 and
                                                                                                                                 subject
                                                                                                                                 to
                                                                                                                                 the
                                                                                                                                 supervision
                                                                                                                                 of
                                                                                                                                 Party
                                                                                                                                 A.



		2.2.2	During
                                                                                                                                 the
                                                                                                                                 project
                                                                                                                                 implementation
                                                                                                                                 period,
                                                                                                                                 Party
                                                                                                                                 B
                                                                                                                                 must
                                                                                                                                 strictly
                                                                                                                                 execute
                                                                                                                                 environmental
                                                                                                                                 protection
                                                                                                                                 actions,
                                                                                                                                 reinforcing
                                                                                                                                 “Three
                                                                                                                                 Simultaneous”
                                                                                                                                 rules
                                                                                                                                 and
                                                                                                                                 every
                                                                                                                                 emission
                                                                                                                                 index
                                                                                                                                 shall
                                                                                                                                 measure
                                                                                                                                 up
                                                                                                                                 to
                                                                                                                                 national
                                                                                                                                 standards.
                                                                                                                                 All
                                                                                                                                 the
                                                                                                                                 construction
                                                                                                                                 planning,
                                                                                                                                 design
                                                                                                                                 and
                                                                                                                                 construction
                                                                                                                                 plans
                                                                                                                                 shall
                                                                                                                                 be
                                                                                                                                 authorized
                                                                                                                                 by
                                                                                                                                 Party
                                                                                                                                 A’s
                                                                                                                                 related
                                                                                                                                 authorities
                                                                                                                                 before
                                                                                                                                 implementing;




    	 



    	 



    

 


		2.2.3	Party
                                                                                                                                 B
                                                                                                                                 shall
                                                                                                                                 enjoy
                                                                                                                                 investment
                                                                                                                                 promotion
                                                                                                                                 privilege
                                                                                                                                 and
                                                                                                                                 project
                                                                                                                                 support
                                                                                                                                 offered
                                                                                                                                 by
                                                                                                                                 Party
                                                                                                                                 B
                                                                                                                                 under
                                                                                                                                 its
                                                                                                                                 Investment
                                                                                                                                 Soliciting
                                                                                                                                 policy;



 


		2.2.4	Party
                                                                                                                                 B
                                                                                                                                 shall
                                                                                                                                 strictly
                                                                                                                                 adhere
                                                                                                                                 to
                                                                                                                                 national
                                                                                                                                 safety
                                                                                                                                 production
                                                                                                                                 standardization
                                                                                                                                 requirements,
                                                                                                                                 producing
                                                                                                                                 quality
                                                                                                                                 qualified
                                                                                                                                 products;



 


		2.2.5	Party
                                                                                                                                 B
                                                                                                                                 must
                                                                                                                                 not
                                                                                                                                 undertake
                                                                                                                                 any
                                                                                                                                 illegal
                                                                                                                                 activities
                                                                                                                                 with
                                                                                                                                 this
                                                                                                                                 project;
                                                                                                                                 otherwise
                                                                                                                                 shall
                                                                                                                                 bear
                                                                                                                                 all
                                                                                                                                 the
                                                                                                                                 responsibilities
                                                                                                                                 and
                                                                                                                                 consequences;



 


		2.2.6	Party
                                                                                                                                 B
                                                                                                                                 shall
                                                                                                                                 hire
                                                                                                                                 the
                                                                                                                                 required
                                                                                                                                 employees
                                                                                                                                 freely;
                                                                                                                                 however
                                                                                                                                 local
                                                                                                                                 farmers
                                                                                                                                 shall
                                                                                                                                 be
                                                                                                                                 given
                                                                                                                                 preference
                                                                                                                                 if
                                                                                                                                 under
                                                                                                                                 the
                                                                                                                                 same
                                                                                                                                 terms
                                                                                                                                 and
                                                                                                                                 conditions,
                                                                                                                                 and
                                                                                                                                 shall
                                                                                                                                 observe
                                                                                                                                 the
                                                                                                                                 National
                                                                                                                                 Employment
                                                                                                                                 Policies;



 


		2.2.7	Upon
                                                                                                                                 signing
                                                                                                                                 this
                                                                                                                                 memorandum
                                                                                                                                 both
                                                                                                                                 parties
                                                                                                                                 bind
                                                                                                                                 themselves
                                                                                                                                 to
                                                                                                                                 observe
                                                                                                                                 the
                                                                                                                                 terms
                                                                                                                                 and
                                                                                                                                 conditions
                                                                                                                                 there-in.
                                                                                                                                 Party
                                                                                                                                 B
                                                                                                                                 should
                                                                                                                                 initiate
                                                                                                                                 the
                                                                                                                                 construction
                                                                                                                                 and
                                                                                                                                 officiate
                                                                                                                                 the
                                                                                                                                 project
                                                                                                                                 not
                                                                                                                                 later
                                                                                                                                 than
                                                                                                                                 30th
                                                                                                                                 April
                                                                                                                                 2012.
                                                                                                                                 Or
                                                                                                                                 else,
                                                                                                                                 will
                                                                                                                                 be
                                                                                                                                 handled
                                                                                                                                 in
                                                                                                                                 accordance
                                                                                                                                 with
                                                                                                                                 foreign
                                                                                                                                 investment
                                                                                                                                 policy.



 


		3.	Matters
                                                                                                                          not
                                                                                                                          already
                                                                                                                          mentions
                                                                                                                          in this
                                                                                                                          Memorandum
                                                                                                                          may
                                                                                                                          be further
                                                                                                                          negotiated
                                                                                                                          and
                                                                                                                          included
                                                                                                                          in the
                                                                                                                          formal
                                                                                                                          Agreement
                                                                                                                          to be
                                                                                                                          executed
                                                                                                                          by both
                                                                                                                          parties.



 


		4	This
                                                                                                                         memorandum
                                                                                                                         shall
                                                                                                                         be construed
                                                                                                                         and enforced
                                                                                                                         in accordance
                                                                                                                         with
                                                                                                                         the laws
                                                                                                                         of the
                                                                                                                         People
                                                                                                                         Republic
                                                                                                                         of China.
                                                                                                                         Any dispute
                                                                                                                         resulting
                                                                                                                         from
                                                                                                                         this
                                                                                                                         memorandum
                                                                                                                         will
                                                                                                                         be arbitrated
                                                                                                                         and settle
                                                                                                                         amicably,
                                                                                                                         failing
                                                                                                                         which
                                                                                                                         shall
                                                                                                                         be referred
                                                                                                                         to respective
                                                                                                                         courts
                                                                                                                         having
                                                                                                                         jurisdiction
                                                                                                                         locally.
                                                                                                                         It shall
                                                                                                                         take
                                                                                                                         effect
                                                                                                                         upon
                                                                                                                         execution
                                                                                                                         and both
                                                                                                                         party
                                                                                                                         shall
                                                                                                                         commence
                                                                                                                         its preliminary
                                                                                                                         works.



		5.	This
                                                                                                                          Memorandum
                                                                                                                          of Understanding
                                                                                                                          is executed
                                                                                                                          in quadruplets;
                                                                                                                          each
                                                                                                                          party
                                                                                                                          shall
                                                                                                                          keep
                                                                                                                          two
                                                                                                                          copies.



 


	Signed
    By Party A under its Seal:	Signed
    by Party B: PGCG Inc
	Sinan
    County Government	 
	 	 
	Representative
    Signature	Representative
    Signature: