Termination Agreement regarding the


Business Operation Agreement







Party A: Detian Yu Biotechnology (Beijing) Co. Limited (德天御生态科技(北京)有限公司)


Domicile: Unit 807, Building A, North Star Century Centre, North Star Road West No. 8 Yuan, Chaoyang District, Beijing (北京市朝阳区北辰西路8号院北辰世纪中心A座807)







Party B: Jinzhonglongyue Investment Consulting Service Co., Ltd. (晋中龙跃投资咨询服务有限公司)


Domicile: No. 19, Zhuanyao Street, Yuci District, Jinzhong City(晋中市榆次区砖窑街19号)







Party C: Zhao Jing (赵晶)


ID Card No.: 142401198203010928







Party D: Zhao Peilin(赵培林)


ID Card No.: 42401197408022717







WHEREAS:



 



	 	
1.

	
Party A, Party B and Party C, Party D (Party C and Party D hereinafter referred to as “ shareholders of Party B”) have entered into an Business Operation Agreement dated November 16, 2010, pursuant to which Party B and shareholders of Party B shall bear a series of duties of omission and make undertakings in respect of operation, personnel, interest paid to shareholders or otherwise, thus guaranteeing the regular business relations under the Exclusive Management and Consulting Service Agreement and Business Cooperation Agreement dated November 16, 2010; Party A shall provide joint and several liabilities guarantee to the performance of obligations by Party B under the Business Operation Agreement in the duration of such agreement; shareholders of Party B shall pledge all their respective equity interests of Party B to Party A for counter-guarantee of the performance of the abovementioned guarantee and other relevant obligations assumed by Party A.










 




  





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2.

	
As provided in the Business Operation Agreement, Party A may terminate such agreement at any time by giving Party B and shareholders of Party B prior notice of 30 days in writing. Party A has caused such agreement to be terminated by prior written notice.















UPON FRIENDLY NEGOTIATION, NOW IT IS HEREBY AGREED AS FOLLOWS:





 



	
1.

	
Terminate the Business Operation Agreement entered into by and between Party A, Party B and shareholders of Party B.









 




	
2.

	
Termination Agreement regarding the Business Operation Agreement (hereinafter referred to as “this Agreement”) shall take effect upon signature (where the parties are natural persons) or seal and signature (where the parties are legal persons) by all parties. The Business Operation Agreement shall be terminated as of the effective date of this Agreement and no longer binding upon the parties hereto.









 




	
3.

	
Party B and shareholders of Party B warrant and acknowledge that they release, discharge and hold harmless Party A from and against any and all obligations assumed by it under the Business Operation Agreement in the duration of such agreement, including without limitation to any joint and several liabilities guarantee that Party A shall provide to Party B for all the obligations under the contracts entered into within the duration of the Business Operation Agreement, and any obligation in connection with such agreement, which should be discharged by Party A after termination . Party B and shareholders of Party B further waive any claim against Party A connected with or arising from such obligations.










 




  





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4.

	
Where Party A shall jointly and severally bear guarantee responsibilities for Party B’s liabilities incurred within the duration of the Business Cooperation Agreement, Party B and shareholders of Party B hereby agree to timely indemnify and save harmless Party A from and against any and all losses suffered or incurred by it connected with or arising from the assumption of such guarantee responsibilities.










 






	
5.

	
This Agreement shall be in quadruplicate, one for each party and each shall be equally valid.










 





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Party A:(seal)




 



By:(sign) /s/ Authorized Person


Signing date: December 20, 2011


 


Party B:(seal)




 



By:(sign) /s/ Authorized Person


Signing date: December 20, 2011


 


Party C:(sign) /s/ Zhao Jing


Signing date: December 20, 2011


 


Party D:(sign) /s/ Zhao Peilin


Signing date: December 20, 2011









  





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