The Registrant’s Explanatory Note:


 


The document set forth below is the English
translation of the standard form of the leasing agreements that Xingguo General Fruit Industry Development
Co., Ltd (the Registrant’s affiliated Chinese operating entity) entered into with multiple individuals from time to
time for the purpose of leasing the navel orange trees for Xingguo General Fruit Industry Development
Co., Ltd’s business operations. Such leasing transactions are commonly carried out during the ordinary course of business
operations of Xingguo General Fruit Industry Development Co., Ltd.


 





 



  


NAVEL ORANGE TREES LEASING AGREEMENT


 


Party A: Xingguo
General Fruit Industry Development Co., Ltd (hereinafter referred to as “Party A”)


 


Party B: ________________________ (hereinafter
referred to as “Party B”)


 


1. Party A is
a limited liability company registered and in good standing with the Industry and Commerce Administration authority of Xingguo
County, Ganzhou City, Jiangxi Province.


 


2. Party A is a large
and comprehensive business company engaged in planting, preserving, packaging and marketing premium
navel oranges.


 


3.Party B is a individual
owner of certain navel orange trees located in __________Village,_________Township,______________County, Ganzhou City, Jiangxi
Province.


 


Party A and Party B are entering this agreement
based on the following laws and regulations:


 


Law
of the People's Republic of China on Land Contract in Rural Areas, Article 32: The
right to land contractual management obtained through household contract may, according to law, be circulated by subcontracting,
leasing, exchanging, transferring or other means.


 


The
Administrative Guidance on the Circulation of the Land in Rural Areas, Article 15: The right to land contractual management
obtained by the contractor through lawful methods may, according to law, be circulated by subcontracting, leasing, exchanging,
transferring or other means.


 


In order to strengthen the navel orange business
in Gannan Region, Party A and Party B enter into the terms of agreement as follows:


 


Section 1:  Party B shall lease to
Party A, for the purpose of growth and management, the navel orange trees (Orchard License No._____________) located in __________
Village__________Township_____________County__________Ganzhou City, Jiangxi Province. Upon the effective date of this agreement,
the Party A shall have the right to manage, the right to operate and the right to earn profit from the above described trees. The
navel orange trees that Party B leases under this agreement are located in the area with its eastern boundary to _____________,
western boundary to___________, southern boundary to __________ and northern boundary to _____________. The total size of the area
is __________ Mu (Chinese acre). The total number of trees is______________ and all trees are ______ years old navel orange trees.


 


Section 2: Party B is only entitled
to the right to manage, the right to operate and the right to earn profit from the leased trees. Party B may not sell, transfer,
or pledge the leased trees


 


Section 3. The term of the lease
is from ___ Year___Month___Day to ___ Year___Month___Day. The leasing fee per tree is _____RMB Yuan. The aggregated leasing fees
are______________ RMB Yuan. The Party A may use the accessories and facilities attached to the navel orange orchards free of charge.


 


Section 4: The method of payment:
The Party A shall make full payment to Party B in cash within one month from the entry of this agreement.


 


Section 5: Party B promises that
it shall not alter the usage of the land on which the leased trees grow during the leasing period. During the leasing period, if
Party B sells the leased trees or the navel orange orchards, the Party A shall have the right to first refusal for such sale.


 


Section 6. After the expiration
of the leasing term, Party A shall still have the right to first refusal for the sale or the lease of the leased trees. If Party
A decides not to exercise its right to first refusal, all the fixtures and other facilities that Party A constructs on the land
during the leasing period shall be given to Party B free of charge.


 


Section 7. This agreement may not
be unilaterally terminated unless the termination is caused by the factors beyond reasonable control. In the event that Party A
proposes to terminate the agreement, the Party B shall return 50% of the leasing fee for the remaining years. In the event that
Party B proposes to terminate the agreement, the Party B shall return the full balance of the leasing fee for the remaining years
and pay Party A the penalty of ____ RMB Yuan per tree per year for the remaining years.


 






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Section 8: This agreement becomes
effective when both Parties sign and affix seals.


 


Section 9: Both Parties shall negotiate
any other matters not covered under this agreement.


 


Section 10: This agreement shall
be executed in three copies, Party A, Party B and the witness each keeps a copy.


 


Signatures:


 


Party A: Xingguo
General Fruit Industry Development Co., Ltd


 


Party B: __________________________________


 


Witness:__________________________________


 


Date: 


 


Day_____ Month______ Year___________


 


 



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