Hundsun (Hangzhou) Science & Technology
Park


Property Transfer Agreement


Contract #: H216


 


(Summary translation for reference only)


 


		Party A (Transferor):	Hangzhou Hundsun Baichuan Technology Co., Ltd.



		Legal Representative:	HU Weiguo



 


		Party B (Transferee):	Beijing Jiachenhong Biological Technologies Co., Ltd.



		Legal Representative:	DENG Yue



 


Pursuant to the “People’s Republic
of China Contract Law” and other relevant laws, statutes and regulations, Party A and Party B have, on the voluntary basis,
entered into the following agreement regarding the property transfer:


 


Article
I          Background of the Construction Project


 


Party A entered into an agreement “State
Construction Land Use Right Transfer Contract” (contract No. 3301102009A21063) with Hangzhou Municipal Bureau of Land and
Resources Yuhang District, and obtained the land use right, through a transfer, of a piece of land situated in Gexiang Village,
Cangqian Township, Yuhang District (“PRC State Land Use Right Certificate” No. HY(2010)117-608).


 


The area of the land is 28,527.5 m2
and the type of the land is “Comprehensive (Commercial/Office) Land” and the land use period ends on July 20, 2060.


 


It was approved for  Party A to
construct office buildings (interim name “Hundsun (Hangzhou) Science & Technology Park (Second
Phase); “Construction Land Planning Permit” No. LN200901518052; “Construction
Project Planning Permit” No. CN201101518027; and “Construction Project Implementation Permit”
No. 330125201106300201).


 


Article II Conditions for the Transfer of
the Project


 


Party B has acknowledged the facts stated
above and the relevant documents, read and understood “Property Management Interim Provisions” formulated by the construction
company of Hundsun (Hangzhou) Science & Technology Park (See Appendix 5 attached hereto) and “Hundsun (Hangzhou) Science
& Technology Park Management Rules (Interim)) (See Appendix 6 attached hereto), gained complete understanding of the conditions
of the buildings that Party A desires to transfer and is willing to accept the transfer.


 




    	 



    	 



    

 


Article III Basic Information about the
Building Units


 


Party A transfers the following buildings
(hereinafter, the “Building Units”; see Appendix 1 for Floor Plan of the Units of the Buildings) to Party B, which
are part of the construction project specified in Article 1:


 


Unit 1 of Building 14, Unit 2 of Building
14, Unit 3 of Building 14 and Unit 4 of Building 14, 4 stories above ground and 1 story underground; Unit 1 of Building 24 and
Unit 2 of Building 24, 4 stories above ground and 1 story underground; Building 25, 4 stories above ground. The usage of the Building
is office space.


 


The total construction area of the Building
is 5,562.26 m2, of which 3,956.97 m2 are interior construction area and 1,605.29 m2 are apportioned
public area (see Appendix 3 for the list of the apportioned public areas and the list of construction areas).


 


In addition to the purchase of the Building
mentioned above, the two parties have reached agreement regarding the transfer, gift or lease of parking spaces, parking garages
and other properties (see Appendix 4 attached hereto).


 


Article IV Calculation of Price and Total
Price


 


The total price is based on the construction
area. The unit price of the Building is RMB15,235.16 per m2, and the total price is RMB84,741,920.85.


 


Article V Payment Method and Schedule


 


Party A and Party B have agreed on the installment
payment method.


 


Party B makes the initial payment of RMB42,370,960.43
before January 25, 2013;


 


Party B makes the second payment of RMB42,370,960.42
before February 1, 2013.


 


Article VI Party B’s Liabilities for
Delay of Payment


 


If Party B’s delay of payment is less
than 60 days, Party B must pay a penalty at 0.03% per day of the amount payable starting from the day after the payment due date,
until such due amount is paid in full, and this agreement must continue to be performed.


 


If Party B’s delay of payment is more
than 60 days, Party A shall have the right to dissolve this agreement. If Party A so dissolves this agreement, Party B must pay
a penalty at 10% of the total purchase price. If Party A is willing to continue the performance of the agreement, Party B must
pay a penalty at 0.05% per day of the amount payable starting from the day after the payment due date, until such due amount is
paid in full.


 




    	 



    	 



    

 


Article VII Recognition of Construction
Area and Handling of Discrepancies


 


Based on the calculation method for the
purchase price of the Building, the basis for area recognition and discrepancy handling is construction area.


 


If there is any discrepancy between the
area specified herein and the actual survey result from the government appointed survey agency, the latter shall prevail.


 


If there is such discrepancy, the two parties
agree that the total price will be recalculated based on unit price specified in Article IV and adjustment for payment will be
made with no interest.


 


Article VIII Delivery Schedule


 


Party A must, in accordance with the relevant
state and local government regulations, hand over to Party B for the use of the Building that has met the inspection conditions
in different phases before February 5, 2013. Upon receiving notice from Party A, Party B must proceed with Party A to complete
the delivery procedures.


 


Upon the occurrence of the following special
circumstances, Party A may postpone the delivery, unless the parties hereto agree to dissolve or modify this agreement:


 


1.          Occurrence
of Force Majeure and Party A has notified Party B within 30 days upon such occurrence;


 


2.          If
Party B fails to make payment in accordance with Article VI herein, the delivery shall be considered effected, but the delivery
procedures will be started within 15 days after Party B pays the total purchase price in full.


 


3.          Construction
delay due to measures taken, pursuant to the relevant laws and regulations, by a planning, cultural relics, environmental protection,
land management or forest/water management regulatory agency at county level or above, or due to major technical issues;


 


4.          The
scope of Force Majeure includes, but not limited to, earthquake, flood and other natural disasters, war, riot, widespread contagious
disease, large-scale power or water supply outage and other unusual social events, and change of government policies and laws.


 


Article IX Party A’s Liability for
the Delay of Delivery


 


Except in special circumstances mentioned
in Article VIII above, if Party A’s delay of delivery is less than 60 days, Party A must pay a penalty at 0.03% per day of
the purchase price already received starting from the day after the required delivery date (as mentioned in Article VIII above),
until actual delivery, and this agreement must continue to be performed.


 




    	 



    	 



    

 


If Party A’s delay of delivery is
more than 60 days, Party B shall have the right to dissolve this agreement. If Party B so dissolves this agreement, Party A must
pay a penalty at 10% of the total purchase price and return the entire purchase price already received. If Party B is willing to
continue the performance of the agreement, Party A must pay a penalty at 0.05% per day of the purchase price already received starting
from the day after the required delivery date, until actual delivery.


 


Article X Provisions Regarding Planning
and Design Changes


 


If there is any modification to the plan
and design of the Building approved by the design company and by administrative agencies, resulting in change of the structure,
room type and orientation of the Building, Party A must notify Party B in writing within 15 days upon receiving approval notice
for such modification.


 


Party B shall have the right to decide whether
to return the Building and notify Party A in writing within 15 days. If Party B fails to notify Party A in writing within 15 days,
it will be considered that Party B has accepted such modification.


 


If Party B decides to return
the Building, Party A must return the purchase price already received to Party B (together with interest calculated base on
one year borrowing rate) within 30 days upon the dissolution of this agreement. If Party B decides not to return the
Building, the two parties must enter into supplemental agreement within 30 days.


 


Article XI Delivery of the Building


 


When the Building satisfies the conditions
for delivery, Party A must notify Party B in writing to proceed for delivery procedures, and Party B must proceed to the designated
location at the time specified in the delivery notice for such procedures. Upon completion of the acceptance inspection in accordance
with Article XIII herein and the provision in Appendix 2, Party B must execute the Building delivery document.


 


After the Building satisfies the
conditions for delivery, if the delivery cannot take place at the specified time due to any reason on Party B’s part,
the Building shall be considered to have been delivered, and Party B must be responsible for all the property taxes, land use
taxes, property management fee (calculate base on 70% of the applicable management fee) and other charges associated with
the Building and assume the risk of destruction, damage and fire to the Building.


 


If Party B fails to process delivery procedures
within 3 months upon receiving the delivery notice from Party A, Party A shall have the right to dissolve this agreement, and Party
B must pay a penalty in the amount of 10% of the total purchase price. Party A will return the purchase price, after deducting
such penalty for Party B’s breach, within 60 days upon the dissolution of this agreement.


 


Article XII Ownership Certificate and Handling
of Debts


 




    	 



    	 



    

 


The land on which the Building resides has
been pledged to China Industrial and Commercial Bank (Hangzhou west branch) for a loan. Party A promises to have the pledge cancelled
when it processes with the ownership certificate procedures.


 


Party A shall assume all responsibility
if, due to any reason on its part, the ownership certificate transfer cannot be registered or if there is any dispute regarding
debts in accordance with the provisions of Article XIV herein.


 


Article XIII Guarantees Regarding Infrastructure
and Public Facilities


 


Party A guarantees that the infrastructure
and public facilities necessary for the normal use of the Building will meet the following criteria for use:


 


1.            The
roads inside the park area and the water, electricity supply facilities and sewage system have been put in operation at the time
of the delivery;


 


2.            The
property management system has been put in place at the time of the delivery.


 


Otherwise, Party A must remedy the situation
within 60 days upon the delivery of the Building. If Party A fails to remedy the situation within 60 days, Party A must pay a penalty
to Party B at 0.01% per day of the total purchase price until all criteria are met (except in circumstances due to Force Majeure
provided in Article VIII).


 


Article XIV Transfer of Ownership Certificate


 


Party A promises to obtain all land use
and property ownership documents before July 30, 2013. After Party B or Party B’s subsidiary completes business tax registration
in the park and has paid taxes for 3 months, Party A and Party B will process the Building transfer registration in accordance
with the requirements from regulatory agencies of Yuhang District. If Party B establishes new entity in the park, Party A and Party
B must confirm in writing such new entity after the completion of its registration, and the new entity must inherit all of Party
B’s rights and responsibilities with Party B assuming joint and several liability to Party A.


 


If Party A fails to obtain all land use
and property ownership documents before July 30, 2013, Party A and Party B agree:


 


1.            If
such failure is less than 60 days, Party B will offer forgiveness and this agreement will continue to be performed;


 


2.            If
such failure is more than 60 days, Party A must:


 


a.           Pay
to Party B a penalty at 1% of the purchase price already received, if Party B decides not to return the Building; or


 




    	 



    	 



    

 


b.           Return
the purchase price with interest (calculated based on one year borrowing rate) already received to Party B, if Party B
decides to return the Building, within 30 days upon receiving notice from Party B.


 


Article XV Responsibility for Warranty


 


The scope and term of the warranty for the
Building are as follows:


 


Reasonable number of years of use
specified in the design document for the foundation and main structure, 5 years for any leaks in the exterior surface wall,
on the floor, in bathrooms and 2 years for power supply system and water supply system and equipment installation. Warranty
period commenced from date the construction work is completed and endorsed by Party B.


 


Article XVI Party B’s Promises


 


1.           Party
B will use the Building transferred by Party A as office space and will not change such purpose without authorization.


 


2.           Party
B will assume responsibility for all risks for the Building and arrange for insurance upon acceptance of its delivery. Party B
will assist Party A in its centralized management of the property.


 


3.           Party
B will not alter the internal structure of the Building and will not violate security and fire prevention regulations. Party
B renovation work will need to be pre-approved by Party A or Party A engaged property management company.


 


4.           Unless
otherwise provided herein or elsewhere, Party B has the right to use the public areas and facilities of the Building and assume
the corresponding obligations.


 


5.           Party
B must not change the nature of use of any public area and facility of the Building without authorization.


 


6.           Party
A shall have the right to pursue Party B for any violation of the above.


 


Article XVII In the event of any breach
resulting from the occurrence of Force Majeure and any factors beyond the control of either Party A or Party B, and the party in
breach notifies the other party within 30 days of such occurrence, the party in breach will not bear any responsibility and the
two parties may negotiate for extension, amendment or dissolution of this agreement.


 


Article XVIII After this agreement has become
effective, each party will be responsible for any taxes and fees required by the State, the Zhejiang Province and Hangzhou City
in connection with this agreement.


 


Article XIX Any dispute in connection with
the performance of this agreement must be resolved through negotiation; if such negotiation fails, such dispute may be submitted
to the People’s Court at the location of the Building.


 




    	 



    	 



    

 


Article XX All written notifications in
connection with this agreement must be delivered to the contact addresses provided herein.


 


Article XXI Any matter not covered herein
may be provided in a supplemental agreement between the two parties.


 


Article XXII This agreement, any supplemental
agreement and all its appendices constitute one document and have the same legal effect.


 


Article XXIII This agreement has one format
and 4 duplicates, with 2 to Party A and 2 to Party B.


 


Article XXIV This agreement will become
effective upon execution by Party A and Party B.


 


		Party A:	/seal/ Hangzhou Hundsun Baichuan Technology Co., Ltd.



		Legal Representative:	/s/ [not legible]



 


		Party B:	/seal/ Beijing Jiachenhong Biological Technologies Co.,
Ltd.



		Legal Representative:	/s/ [ZHENG Ting]



 


		Date:	January 25, 2013



 




    	 



    	 



    

 


Appendices


 


(Very brief description and summary of
appendices)


 


		Appendix 1	Floor Plan of the Units of the Building



 


		Appendix 2	Specification of the Remodeling and Facilities of the
Building
	 	 	[Specifications of the paint, floor and
window glass, etc. for hallways, stairways and entrance doors and of broad band internet and elevators]






 


		Appendix 3	Explanation of Apportioned Public Area and Structures



[About elevators, hallways, stairways, entrance
doors, etc.]


 


		Appendix 4	Agreement on the purchase, gift and lease of other properties



[None]


 


		Appendix 5	Property Management Interim Provisions



(Executed and dated January 25, 2013)


 


Major provisions (very brief summary):


		Article 1	Property Owner’s Rights



Rights to receive services
provided by the management company, supervise the performance of service agreement, report activities that affect the interests
of property owner.


		Article 2	Property Owner’s Obligations



Obligations to pay service
fee to the management company, follow the rules regarding the use and maintenance of facilities and security, and inform tenants
of such rules (if the property is leased out).


		Article 3	Decoration and Remodeling of the Property



The owner should communicate
with the property management company regarding decoration and remodeling and follow relevant rules.


		Article 4	Transfer and Lease of the Property



The property owner must
bear all responsibility regardless whether the property is leased out or not. Potential tenant needs to comply with all
relevant requirements.


		Article 5	Use of the Property



The property owner (or
any tenant) is prohibited from changing the building structure and fire prevention facility and from engaging in dangerous or unsanitary
activities.


 




    	 



    	 



    

 


		Article 6	Maintenance and Repair of the Property



			          The property owner (or any tenant)’s maintenance and repair of some special area of the property should not harm the
interests of owners of other properties and the property owner should obtain authorization if necessary.



		Article 7	Water and Electricity Charges, Service Fees and Property
Maintenance Fund



			          The property owner must pay electricity and water charges and property maintenance fund dues at the rate and according to the
schedule specified.



		Article 8	Liabilities for Failure to Pay Fees



			          The property management company can charge a penalty fee or pursue the property owner for failure to pay all charges, fees
and dues.



		Article 9	Effectiveness of the Provisions



			          The provisions are binding to the property owner and all tenants/users of the property.



 


		Appendix 6	Hundsun (Hangzhou) Science & Technology Park Management
Rules (Interim)



(Executed and dated January 25, 2013)


 


Major provisions (very brief summary):


		Article 1	General Provisions



			          This document is formulated in the interest of promoting the construction and sustainable development of Hundsun (Hangzhou)
Science & Technology Park (the “Park”). The Park is a major strategic investment project supported by the government;
Hangzhou Hundsun Baichuan Technology Co., Ltd., a company jointly founded by Hangzhou Hsundsun Electronics Group Ltd. and Dinghui
Investment, will be responsible for the construction of infrastructure and for the operation and management.



		Article 2	Occupancy Qualifications



			          The entities to reside in the Park must meet certain qualifications (independent legal person in technology industry).



		Article 3	Documents Required for Occupancy



			          Business licenses and other documents required must be submitted along with an application before an entity can be admitted.



		Article 4	Favorable Treatments for Businesses and Organizations
in the Park



			          Businesses admitted may benefit from certain favorable government policies.



		Article 5	Planning and Construction



			          The construction, use and development of the Park are centrally planned and managed. Any property owner and all tenants/users
in the park must meet the qualification specified in Article 2.



		Article 6	Management of and Services for the Occupying Businesses



			          Occupying businesses in the Park can enjoy the benefits of several service platforms (policy service platform, innovation platform,
investment/finance service platform, human resources platform and basic service platform) provided by the operation and management
company.



 




    	 



    	 



    

 


		Article 7	Miscellaneous



			          Hangzhou Hundsun Baichuan Technology Co., Ltd. is responsible for the interpretation of this document.



 


		Appendix 7	Hundsun (Hangzhou) Science & Technology Park Parking
Space Use Right Transfer Agreement



(Executed and dated January 25, 2013)


 


Brief Summary:


This is an agreement between Hangzhou Hundsun
Baichuan Technology Co., Ltd. as a transferor and Beijing Jiachenhong Biological Technologies Co., Ltd. as transferee, covering
the transfer of use right to 36 parking spaces. The price of the transfer is RMB2,600,000 to be paid in full within 5 days upon
the execution of this agreement.