CHINA
RESOURCES DELVEOPMENT INC.

    PROMISSORY
NOTE

    


    Principal
Amount: U.S.$50,000.00

    Issuance
Date: January 6, 2011

    


    CHINA
RESOURCES DEVELOPMENT INC., a Cayman Islands corporation (the “Maker”), promises
to pay to the order of SSC Mandarin Investment Group Limited (the “Payee”) the
principal sum of Fifty Thousand Dollars ($50,000.00) in lawful money of the
United States of America, on the terms and conditions described
below.

    


    1.   
   Principal. The
principal balance of this Promissory Note (this “Note”) shall be payable on the
earlier of (a) the first anniversary of the issuance date of this Note and (b)
the date on which Maker consummates an initial public offering of its securities
under the Securities Act of 1993, as amended.

    


    2.    
  Interest. No interest
shall accrue on the unpaid principal balance of this Note.

    


    3.    
  Application of
Payments. All payments shall be applied first to payment in full of any
costs incurred in the collection of any sum due under this Note, including
(without limitation) reasonable attorney’s fees, then to the reduction of the
unpaid principal of this Note.

    


    4.    
  Events of
Default. Each of the following shall constitute an event of default
(“Event of Default”) under this Note:

    


    (i)        Failure to Make Required
Payments. Failure by Maker to pay the principal amount of this Note
within five (5) business days following the date when due.

    


    (ii)       Voluntary Bankruptcy,
Etc. The commencement by Maker of a voluntary case under the Companies
Law of the Cayman Islands, as now constituted or hereafter amended, or any other
applicable bankruptcy, insolvency, reorganization, rehabilitation or other
similar law, or the consent by it to the appointment of or taking possession by
a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other
similar official) of Maker or for any substantial part of its property, or the
making by it of any assignment for the benefit of creditors, or the failure of
Maker generally to pay its debts as such debts become due, or the taking of
corporate action by Maker in furtherance of any of the
foregoing.


    
      
         


      

      
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    (iii)          Involuntary Bankruptcy,
Etc. The entry of a decree or order for relief by a court having
jurisdiction in the premises in respect of Maker in an involuntary case under
the Companies Law of the Cayman Islands, as now or hereafter constituted, or any
other applicable bankruptcy, insolvency or other similar law, or appointing a
receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar
official) of Maker or for any substantial part of its property, or ordering the
winding-up or liquidation of its affairs, and the continuance of any such decree
or order unstayed and in effect for a period of sixty (60) consecutive
days.

    


    
      	
               
      

            	
              5.

            	
              Remedies.

            


    

    


    (a)           Upon
the occurrence of an Event of Default specified in Section 4(i) hereof, Payee
may, by written notice to Maker, declare this Note to be immediately due and
payable, whereupon the unpaid principal amount of this Note, and all other
amounts payable hereunder, shall become immediately due and payable without
presentment, demand, protest or other notice of any kind, all of which are
hereby expressly waived, anything contained herein or in the documents
evidencing the same to the contrary notwithstanding

    


    (b)           Upon
the occurrence of an Event of Default specified in either Section 4(ii) or
Section 4(iii) hereof, the unpaid principal balance of this Note, and all other
amounts payable hereunder, shall automatically and immediately become due and
payable, in all cases without any action on the part of Payee, including
presentment, demand, protect or other notice of any kind, all of which are
hereby expressly waived.

    


    6.     Waivers. Maker and
all endorsers and guarantors of, and sureties for, this Note waive presentment
for payment, demand, notice of dishonor, protest, and notice of protest with
regard to the Note, all errors, defects and imperfections in any proceedings
instituted by Payee under the terms of this Note, and all benefits that might
accrue to Maker by virtue of any present or future laws exempting any property,
real or personal, or any part of the proceeds arising from any sale of any such
property, from attachment, levy or sale under execution, or providing for any
stay of execution, exemption from civil process, or extension of time for
payment; and Maker agrees that any real estate that may be levied upon pursuant
to a judgment obtained by virtue hereof, on any writ of execution issued hereon,
may be sold upon any such writ in whole or in part in any order desired by
Payee.


    
      
         


      

      
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    7.     Unconditional
Liability. Maker hereby waives all notices in connection with the
delivery, acceptance, performance, default, or enforcement of the payment of
this Note, and agrees that its liability shall be unconditional, without regard
to the liability of any other party, and shall not be affected in any manner by
any indulgence, extension of time, renewal, waiver or modification granted or
consented to by Payee, and consents to any and all extensions of time, renewals,
waivers, or modifications that may be granted by Payee with respect to the
payment or other provisions of this Note, and agrees that additional makers,
endorsers, guarantors, or sureties may become parties hereto without notice to
it or affecting its liability hereunder.

    


    8.     Notices. Any notice
called for hereunder shall be deemed properly given if (i) sent by certified
mail, return receipt requested, (ii) personally delivered, (iii) dispatched by
any form of private or governmental express mail or delivery service providing
receipted delivery, (iv) sent by facsimile or (v) sent by e-mail, to the
following addresses or to such other address as either party may designate by
notice in accordance with this Section:

    


    If to
Maker:               China
Resources Development Inc.

    1402 China Resources
Building

    No. 26 Harbour Road

    Wanchai

    Hong Kong

    Attention: Mr. Brandon Ho

    Email: brandonho@sscmandarin.com

    


    If to
Payee:                SSC
Mandarin Investment Group Limited

    1402 China Resources
Building

    No. 26 Harbour Road

    Wanchai

    Hong Kong

    Email: robinlee@sscmandarin.com


    
      
         


      

      
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    Notice
shall be deemed given on the earlier of (i) actual receipt by the receiving
party, (ii) the date shown on a facsimile transmission confirmation (if a fax
number is provided for this purpose), (iii) the date on which an e-mail
transmission was received by the receiving party’s on-line access provider, (iv)
the date reflected on a signed delivery receipt, or (v) two (2) Business Days
following tender of delivery or dispatch by express mail or delivery
service.

    


    9.            Governing Law;
Construction. This Note, the legal relations between the Maker and Payee,
and the adjudication and the enforcement hereof shall be governed by and
construed in accordance with the laws of Hong Kong, without regard to the
conflicts of law provisions thereof to the extent such principles or rules would
require or permit the application of the laws of another
jurisdiction.

    


    10.            Severability. Any
provision contained in this Note which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

    


    IN
WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this
Note to be duly executed on the day and year first above written.

    


    
      
        
          	
                  CHINA
      RESOURCES DEVELOPMENT INC.

                
	 
      	 
      
	
                  By:

                	 
      
	
                  Name:

                	
                  Brandon
      Ho

                
	
                  Title:

                	
                  Vice
      President of Finance

                
	 
      	
                  and
      Chief Financial
Officer

                


        

      

    


    
      
         


      

      
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