Exhibit B AMENDMENT TO THE CONSIGNED MANAGEMENT AGREEMENT by and between HEILONGJIANG YANGLIN SOYBEAN GROUP CO., LTD.and FAITH WINNER ( JIXIAN ) AGRICULTURE DEVELOPMENT COMPANY LIMITED April 3, 2009
Exhibit
B
AMENDMENT
TO THE CONSIGNED MANAGEMENT
AGREEMENT
by
and between
HEILONGJIANG
YANGLIN SOYBEAN GROUP CO., LTD.and
FAITH
WINNER (
JIXIAN )
AGRICULTURE DEVELOPMENT
COMPANY
LIMITED
April
3, 2009
AMENDMENT
TO THE CONSIGNED MANAGEMENT
AGREEMENT
This
Amendment to the Consigned Management Agreement (the “ Amendment”) is entered
into on April 3, 2009 by and between the following parties in Jixian County,
Heilongjiang Province, the People’s Republic of China.
Party A: Heilongjiang
Yanglin Soybean Group Co., Ltd.
Registered
Address: Hedong District, Fuli Town, Jixian County,
Shuangyashan,
Heilongjiang, China.
Legal
representative: Xxx Xxxxxx
Party B: Faith Winner (Jixian)
Agriculture Development Company Limited
Registered
Address: Yanglin Plaza, Fuli Town, Jixian County, Shuangyashan,
Heilongjiang,
China.
Legal
representative: Xxx Xxxxxx
WHEREAS:
1. Party
A, a liability limited company incorporated under PRC laws in Heilongjiang
Province, engages in the business of acquisition of soybeans or processing of
soybean products, which is licensed by Administrative Departments for Industry
and Commerce Shuangyashan Branch, Heilongjiang Province, P. R.
China;
2. Party
B, a wholly foreign owned enterprise incorporated under the laws of the People’s
Republic of China (the “PRC”), engages in the business of technical support and
consigned management services on agriculture development, technical support,
technical transfer, and information consulting (excluding the restricted
projects);
3. Party
A and Party B entered into the Consigned Management Agreement dated September
24, 2007 (the “Agreement”).
NOW, THEREFORE, the Parties
through mutual negotiations hereby enter into this Amendment with respect to the
matters in connection with the amendment of Article 6 of the Agreement as
follows:
1.
Article VI of the Agreement shall be modified, amended and restated in its
entirety to read:
“Party
A shall pay the consigned management fee, equal to 5% of its annual net sales as
set forth in the audited financial statement in its annual report on form 10-K
(“Annual Net Sales”) to Party B; In the event that the annual net income after
tax as set forth in the audited financial statement in its annual report on form
10-K (the “Net Income”) is less than 6% of the Annual Net Sales, Party A shall
not be obligated to pay Party B any shortfall. In the event that the
Net Income is greater than 6%, Party A shall maintain any excess on its books
and shall not distribute any of such excess until after Party B exercises its
exclusive purchase option pursuant to the Exclusive Purchase Option Agreement
dated September 24, 2007 between Party A and Party B.”
2. Article
VIII G 4 of the Agreement shall be supplemented by the following:
“To the
extent that there shall be any discrepancies between the Agreement and this
Amendment, this Amendment shall control.”
3. This
Amendment is executed in both Chinese and English; each version shall be equally
valid and authentic. There are two (2) originals for each version, each Party
holds one and each original copy has the same legal effect.
[SIGNATURE PAGE
ONLY]
IN WITNESS THEREFORE, the
parties hereof have caused this Amendment to be executed by their duly
authorized representatives as of the date first written above.
Party A: Heilongjiang Yanglin Soybean Group
Co., Ltd.
Legal representative: /s/ Xxx
Xxxxxx
(Seal)
Party B: Faith Winner (Jixian) Agriculture
Development Company Limited
Legal representative: /s/ Xxx
Xxxxxx
(Seal)
