FINDER AGREEMENT
Exhibit
10.3
THIS
AGREEMENT, made as of this 3rd of
July, 2009, between NewTech Enterprise Management, Inc. (“NewTech”). having its
registered address at 0000 Xxxxxxxxxx Xxxx Xxxxxx Building No. 104, Wilmington,
Delaware 19810 and Beijing He Tian Xxx Xxx Trade Co., Ltd (the
“Finder”), having its principal place of business at Xxxx 0000X, Xxx Xxxx
Xxxxxxxx, Xx. 000 Jia, Jing Song San District, Zhaoyang District, Beijing,
PRC.
W-I-T-N-E-S-S-E-T-H:
1. Services to be Performed by
Finder.
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1.1
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The
Finder will use its best efforts to refer a company(ies) (“Company”) to
NewTech that is seeking “Target Companies” for combination. “Target
Company” shall include the company(ies) engaging in a mining equipment
business with its principal operations located in the People’s Republic of
China, health financial data, growth potential, experienced and skillful
management and competitive
advantage;
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1.2 The
Finder will use only such documents as shall have been approved in writing
by NewTech. The Finder will not make any oral representations with respect
to NewTech, its services, or the Finder’s relationship to NewTech except
as shall have been approved by
NewTech.
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1.3
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The
Finder will deliver to each prospective Customer a Disclosure Document in
the form of Exhibit A hereto, or any modification thereof as may from time
to time be required by NewTech.
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2. Payment for
Services.
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2.1
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NewTech
will pay the Finder a referral fee equal to USD 20,000 as a result of the
successful acquisition.
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2.2
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Any
compensation owed to the Finder shall be due subsequent to the
“Closing(s). “Closing” shall be defined as when the NewTech or
its subsidiary or affiliates acquires the equity of the Company， takes
control of the Company by contractual arrangements，or combine
with the Company by any other
means.
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2.3
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The
Finder is responsible for all of its own expenses in connection with the
services to be rendered under this agreement, including, without
limitation, office expenses, travel, entertainment, and legal
fees.
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3. Representations and Warranties of
Finder.
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3.1
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The
Finder is a corporation organized under the laws of China and is domiciled
outside the U.S.
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3.2
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All
Companies will not be U.S. citizens or, if they are entities, they will be
domiciled outside the U.S.
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4. Rights
Reserved by NewTech.
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4.1
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NewTech
reserves the right, in its absolute discretion to decline to accept and
prospective Company referred by the Finder, to decline to effect any
transactions for a Customer, and/or to terminate its relationship with any
Company, at any time, without prior notice to the Finder. NewTech will
notify the Finder as soon as practicable after accepting, declining to
accept, or terminating the account of a
Company.
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Without
limiting the generality of Section 4.1, NewTech will not accept any Financing
for any Company that fails to furnish to NewTech written acknowledgment of
Company’s receipt of the Disclosure Document (Exhibit A hereto).
5. Representations and Warranties of
NewTech.
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5.1
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NewTech
is a corporation organized under General Corporation Law of the State of
Delaware.
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6. Miscellaneous
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6.1
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This
Agreement sets forth the entire agreement between the parties, and may not
be modified except by in writing signed by both parties. There are no
understandings, agreements, or representations expressed or implied, with
respect to the subject matter hereof that are not specified
herein.
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6.2
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This
Agreement supersedes any prior agreement between the parties with respect
to the subject matter hereof.
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6.3
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This
Agreement may be terminated by either party immediately upon written
notice to the other party, provided, however, that no termination
hereunder shall affect any rights of either party accruing prior to such
termination.
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6.4
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None
of the parties may assign his or its rights or obligations under this
Agreement without the consent of the other party. Any attempted assignment
without the consent of the other party shall be null and
void.
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6.5
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This
Agreement is made in, and shall be governed and interpreted in accordance
with the laws of PRC, and without regard to principles of conflicts of
laws.
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6.7
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This
Agreement may be executed in one or more counterparts, all of which when
taken together shall constitute one and the same
Agreement.
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If the
Finder is in agreement with the above, please indicate so by signing in the
space provided below and returning this agreement to NewTech for its counter
signature.
Very
truly yours,
/s/ ZHU,
Mingzi____________
Name: ZHU,
Mingzi
Title: Director
FINDER
Beijing
He Tian Xxx Xxx Trade Co., Ltd
/s/_ZHANG,
Yanchun___________________________________
Name: XXXXX,
Xxxxxxx
Title:
Director
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EXHIBIT
A
附件A
DISCLOSURE
OF FINDER’S AGREEMENT
居间人披露
Beijing
He Tian Xxx Xxx Commercial Trading Co., Ltd (“Finder”) has entered into an
Agreement (the “Finder’s Agreement”) to refer a Company(ies) to NewTech
Enterprise Management, Inc (“NewTech”)..
北京和田延浩商贸有限公司（“居间人”）已与新技术企业管理公司（”NewTech”）签订协议（“居间协议”）。
Finder is
formed under the laws of China, and is not domiciled in the United
States.
居间人根据中国法设立并在美国没有住所。
NewTech
will pay the Finder a referral fee equal to USD 20,000 as a result of the
successful acquisition.
并购成功，NewTech
将支付给居间人20,000美元居间费。
If the
Company is combined with NewTech, the Finder may be entitled to
compensation.
如果公司成功与NewTech合并，居间人可以享有报酬。
Except as
described above, Finder is not affiliated with NewTech.
除了上述事项，居间人不是NewTech的关联方
Please
sign the Company’s Acknowledgment below, and return a copy of this Disclosure
Document to NewTech to confirm that you have received, read, and understood
it.
公司知悉相关事项请在下面签字，并且向NewTech归还一份复本以确认您已收悉，阅读并理解。
Very
truly
yours,
By:
签字人：
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COMPANY’S
ACKNOWLEDGMENT
公司认可：
I have
received, read, and understood the foregoing Disclosure Document. I represent
that I am not a citizen of the U.S. or, if I am an entity, it is domiciled
outside the U.S.
我已收悉，阅读并理解上述披露。我保证我不是美国公司或是住所在美国境外的实体。
By:
签字人：张延春（XXXXX,
Xxxxxxx）
Title: Director
职务：董事
