Supplemental Agreement to Exclusive Business Cooperation Agreement
Supplemental
Agreement to Exclusive Business Cooperation Agreement
This
Supplemental Agreement to Exclusive Business Cooperation Agreement (“this Supplemental Agreement”)
is made and entered into by and between the following Parties on January 1, 2011
in Jiaozuo, the People’s Republic of China (“China” or “PRC”):
Party
A: Henan
Sky Fortune Ecological Technology Co., Ltd.
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Address:
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Xxxxx
0, Xxxxxxxx 00, Xx. 0 Xxxxxx Xxxxxx, Xxxx and New Technology Industrial
Development Zone, Zhengzhou, Henan Province,
China
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Party
B:
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Jiaozuo Yida
Vegetable Oil Co., Ltd.
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Address: West
Fengshou Road, Jiaozuo
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Each of
Party A and Party B shall be hereinafter referred to as a “Party” respectively,
and as the “Parties” collectively.
Whereas,
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1.
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The
Parties entered into an Exclusive Business Cooperation Agreement (“Original Agreement”) on
July 12, 2010, according to which Party A will provide Party B with
exclusive technical, consulting and other services in relation to Party
B’s principal business utilizing its own advantages in human resources,
technology and information;
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2.
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The
Parties agree to conclude a supplemental agreement pursuant to Article 2,
Article 5.1 and Article 12 of the Original Agreement with respect to the
undetermined issues in the Original
Agreement.
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Now,
therefore, through mutual discussion, the Parties have reached the following
agreements:
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1
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Definition
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Except
for otherwise provided herein, the term used herein shall have the same meaning
as that of the term used in the Original Agreement.
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2
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The
Calculation and Payment of the Service
Fees
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Both
Parties agree to revise Article 2 of the Original Agreement as
follows:
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2.1
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Party
B shall pay an annual service fee to Party A in the equivalent amount of
Party B’s audited total amount of net income of such year (the “Annual Service
Fee”).
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2.2
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Party
B shall pay the Annual Service Fee for the previous year to the following
account of Party A before __________ of each year (the “Due Date”) in RMB
cash:
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Account
Name: Henan Sky Fortune Ecological Technology Co., Ltd.
Opening
Bank:
Account
Number:
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2.3
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Upon
the prior written consent by Party A, the Due Date of the payment of
Annual Service Fee may be adjusted pursuant to the operational needs of
Party B and such adjustment shall be confirmed in writing by both
Parties.
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3
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Disposal
of Assets
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3.1
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Without
the written consent of Party A, Party B shall not dispose (including but
not limited to transfer, sell, donate, abandon, mortgage, pledge, etc.,
hereinafter collectively referred to as “Dispose”) any of its
assets (other than the sale of inventory in the ordinary course of Party
B’s business as to which there shall be no limitation) valued more than
RMB1 Million.
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3.2
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Party
A shall have the right to instruct Party B to dispose any of Party B’s
assets, and use the gains from such disposal for any lawful
purposes.
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4 Effectiveness
and Termination
This
Supplemental Agreement is executed on the date first above written and shall
take effect as of such date. If the Original Agreement were extended
or terminated, this Supplemental Agreement shall be simultaneously extended or
terminated. This Supplemental Agreement and the Original Agreement
shall be equally binding to the Parties.
5 Governing
Law and Resolution of Disputes
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5.1
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The
execution, effectiveness, construction, performance, amendment and
termination of this Supplemental Agreement and the resolution of disputes
hereunder shall be governed by the laws of
China.
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5.2
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In
the event of any dispute with respect to the construction and performance
of the provisions of this Supplemental Agreement, the Parties shall
negotiate in good faith to resolve the dispute. In the event the Parties
fail to reach an agreement on the resolution of such a dispute within 30
days after any Party's request for resolution of the dispute through
negotiations, any Party may submit the relevant dispute to the Zhengzhou
Arbitration Commission for arbitration, in accordance with its
then-effective arbitration rules. The arbitration shall be conducted in
Zhengzhou, and the language used during arbitration shall be Chinese. The
arbitration ruling shall be final and binding on both
Parties.
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5.3
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Upon
the occurrence of any disputes arising from the construction and
performance of this Supplemental Agreement or during the pending
arbitration of any dispute, except for the matters under dispute, the
Parties to this Supplemental Agreement shall continue to exercise their
respective rights under this Supplemental Agreement and perform their
respective obligations under this Supplemental
Agreement.
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6 Severability
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6.1
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This
Supplemental Agreement shall constitute an inseparable part of the
Original Agreement. Except for otherwise expressly revised or superseded
herein, the provisions of the Original Agreement shall remain in
effective.
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6.2
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In
the event that one or several of the provisions of this Supplemental
Agreement are found to be invalid, illegal or unenforceable in any aspect
in accordance with any laws or regulations, the validity, legality or
enforceability of the remaining provisions of this Supplemental Agreement
shall not be affected or compromised in any aspect. The Parties shall
strive in good faith to replace such invalid, illegal or unenforceable
provisions with effective provisions that accomplish to the greatest
extent permitted by law and the intentions of the Parties, and the
economic effect of such effective provisions shall be as close as possible
to the economic effect of those invalid, illegal or unenforceable
provisions.
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7 Language
and Counterparts
This
Supplemental Agreement is written in both Chinese and English language in two
copies, each Party having one copy with equal legal validity; in case there is
any conflict between the Chinese version and the English version, the
Chinese version
shall prevail.
[The
Remainder of this page is intentionally left blank]
IN
WITNESS WHEREOF, the Parties have caused their authorized representatives to
execute this Supplemental Agreement to Exclusive Business Cooperation Agreement
as of the date first above written.
Party
A: Henan Sky Fortune Ecological Technology Co., Ltd.
By:
_/s/ Feng
Hexi_______
Name:
Feng Hexi
Title：Legal
Representative
Party B: Jiaozuo Yida Vegetable Oil
Co., Ltd.
By:
_/s/ Feng
Hexi__________
Name:
Feng Hexi
Title：Legal
Representative
