Unassociated Document


     

    
      
        	
                National
      Contract (Deer)

              	
                Suning
      Appliance Co., Ltd

              


      

      (English Translation)


      National
Contract

      


      Contract
Number: YXXPB20101201

      


      Party A:
Winder Electric(Guangdong) Co.,Ltd.

      


      Party
B:  Suning Appliance Co., Ltd Nanjing Purchasing Center

      


      This
contract is a result of friendly negotiations between Party A and Party B and
follows the principle that the contract is mutually beneficial and enables both
parties to achieve growth.  The contract adheres to the laws and
principles of <<The Contract Law of the People's Republic of
China>>, <<The Product Quality Law of the People’s Republic of
China>>, <<Law of the People's Republic of China on the Protection
of Consumers' Rights and Interests>>, and <<Suppliers and Retailer
Fair Trade Regulations>>.

      


      Party A
and Party B agree to the following:

      


      1.
Authorized statement

      Party A
in this contract represents Party A and its mutually agreed subsidiaries and
offices of Party A “sub-organization” and Party B represents Party B and its
mutually agreed existing subsidiaries, franchises, new subsidiaries and
franchises during the effective period of this contract
“sub-organization”.  Both parties agree that the signing of this
agreement represents the consent of the abovementioned sub-organizations as
well.  Both parties have the authority to increase the
sub-organizations covered by this contract, but should do so in writing, and
will become effective when the written notice reaches the other
party.

      The
sub-organizations of both parties will enjoy all the benefits of this contract
within the effective period and be responsible for the obligations outlined in
this contract.

      


      2.
Product

      Both
parties agree that Party A will sell the follow two categories of products to
Party B:

      
        	
                1)  

              	
                Party
      B will act as a retail buyer for Party A, and retail Party A ’s “Deer”
      branded soy milk maker, blender, juice extractor, ice cream machine, meat
      grinder, electric food processor, manual food processor, electric kettle
      (boiling function only), electric kettle (boil and temperature maintenance
      function), electric rice cooker, electric pressure cooker, electric
      steamer, egg cooker, dry grinder, hand held egg beater, electric oven,
      bread maker, coffee machine, hot drink machine, electric iron, electric
      fans, de-humidifier and other small household
  appliances;

              


      

      


      Party B
will also retail brand name products that Party A has the right to
manufacture.  The brands include “Ariete”, “BarTec”, “Disney” and
etc.  These products include coffee machine, steam cleaner, milk
warmer, toaster, pop corn maker and other Western Style small household
appliances.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      
        	
                2)  

              	
                Party
      B will buy from Party A “Deer” branded soy milk maker, blender, juice
      extractor, ice cream machine, meat grinder, electric food processor,
      manual food processor, electric kettle (boiling function only), electric
      kettle (boil and temperature maintenance function), electric rice cooker,
      electric pressure cooker, electric steamer, egg cooker, dry grinder, hand
      held egg beater, electric oven, bread maker, coffee machine, hot drink
      machine, electric iron, electric fans, de-humidifier and other small
      household appliances;

              


      

      


      3. Sales
and Management

      1)
Sales

      Within
the effective period of this contract, Party A and Party B will complete the
purchase and sale of 200 million (RMB) for the abovementioned two product
categories

      


      This
includes:

      Party B
will retail Party A’s “Deer” Branded products and products that Party A has the
right to manufacture, sales amount will be 110 million (RMB);

      


      Party A
agrees to enter party B’s retail outlets in accordance with new store opening
and is allowed to enter no less than 80% of the all the stores
nationwide.  Party A guarantees that the exclusive sales products and
the custom made products account for over 20% of the whole year sales. Party A
also guarantees that the gross margin of the exclusive sales products and the
custom made products be **%
higher than that of common products.

      


      The
retailer keeps **% as commission for common products and
**% for discounted products. Discounted
products shall represent **%
of total. 

      


      Party B
will purchase “Deer” branded gift products, purchase amount will be 90 million
(RMB)

      


      
        	
                2)  

              	
                Sales
      Management

              


      

      


      To
promote the sale of Party A’s products in Party B’s stores, Party A agrees to
pay Party B store management fee (such fee provides for the up-keeping and
maintenance of the space occupied by Party A’s products and the management of
the in-store promoters), promotional fees (such fee is paid by the Party A to
Party B to provide for the products’ advertisement, member support, and
promotional activities), store usage fee (such fee is paid by Party A to Party B
as a fee to pay for utilizing the space in Party B’s stores and to pay for water
and electricity expenses).

       

      
        **
Portions of this page have been omitted pursuant to a request for confidential
treatment and filed separately with the Securities and Exchange
Commission.

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Within
the effective dates of the contract period, Party A will pay to Party B in cash
or check, 200,000 (RMB) per month on or prior to the 10th of
every month

      


      In order
for Party A to sell products in Party B’s stores, Party A will pay to each
individual legal person of Party B a deposit as a guarantee of Party A’s
quality.  Party A will pay 10,000 (RMB) to each Tier 1 Store and 5,000
(RMB) to each Tier 2 Store to individual legal person of Party B.

      


      4. The
Effective Period of the Contract

      


      Other
documents such as product pricing, supplier contract, promotional contract,
purchase order, confirmation etc will be treated as components of this contract,
this contract and the abovementioned components will constitute the whole
contract.

      


      If there
are disputes regarding this contract, both parties should use business method to
negotiate and solve the disputes, if business methods are unable to resolve the
disputes, Party A and Party B agree to use local court where Party B belongs to
in any settlement discussion.

      


      This
contract’s effective period is from Jan 1, 2010 to Dec 30, 2010.

      


      If there
are any supplementary matters, both party can negotiate and sign supplementary
of contracts. The supplementary contracts have the same legal effect as the
original contracts.

      


      There are
four copies of this contract, each party hold two copies. The four copies have
the same legal effect

      


      


      Party A:
Winder Electric(Guangdong) Co.,Ltd.

      Representative:
Peng Li

      Date: Dec
1, 2009

      ( company
seal )

      


      


      Party
B:  Suning Appliance Co., Ltd Nanjing Purchasing Center

      Representative:
Lirong Zhang

      Date: Dec
1, 2009

      ( company
seal )