Financial Consulting Agreement
EXHIBIT
10.14
Party
A: Daqing Qingkelong Chain Commerce & Trade Co., Ltd
Address:
Jing 7
Street, Xxxx Xxxx Xin Village, Sa Er Tu District, Daqing
City.
Party
B: Mass Harmony Assert Management Limited.
Address:
Xxxx
0000, 00 X, Xxxx Xxxxx, Xxxx Tak Centre, 000-000 Xxx Xxxxxx Xxxx Xxxxxxx, Xxxx
Xxxx
Article
One General
Conditions
1.1 Party
A
is to introduce stock and liabilities (including bridge loan) of American
institutional investors by reverse merger and private investment of public
equity (PIPE) with assistance of Party B. Hereby, Party A authorizes Party
B as
the financial consultant in this process and the two parties reach the following
agreement in accordance with “Contract Law of P.R.China”.
Article
Two Party
B’s Service
Party
A
hereby employs Party B to provide consulting service (hereafter as “service”) as
follows in PIPE process in America (the “process”):
2.1 Conduct
preliminary due diligence to Party A; select and fix potential securities
traders and institutional investors in American; research and assess the
inventors’ conditions and propose candidates for cooperation to Party A.
2.2 Work
out
comprehensive introduction on Party A’s company information to American
securities traders and investors in American practice.
2.3 Reconstruct
the legal framework of business companies of Party A to meet the requirements
of
listing.
2.4
Account
Service: Improve financial management and account management ability to meet
requirements of listing.
2.5
Work out
Business Plan for Party A.
2.6 Introduce
public accounting firms recognized by American SEC to audit account of Party
A
as per GAAP.
2.7Introduce
Chinese and American lawyers to provide legal service for PIPE.
2.8 Work
out
Party A‘s financial forecasting including Balance Sheet, Income Statement and
Cash Flow Statement for the next 5 years.
2.9 Arrange
meetings between American securities traders and Party A and visits to Party
A
by them; assist Party A in signing contracts with American securities
traders.
2.10 Accompany
Party A to go to America for road show at the request of Party A; assist Party
A
in negotiation with potential institutional securities traders; assist Party
A
in working for the most favorable financial terms and work for
PIPE.
2.11 Assist
Party A in cooperating with due diligence conducted by American leading
investor.
2.12 After
the
successful initial PIPE and listing in OTCBB, Party B may assign one personnel
of them as independent director in board of directors of listed company of
Party
A as requested by Party A. This independent director is to get payment from
Party A and shall provide follow up support, assist in listing in AMEX or NASDAQ
for secondary PIPE. (Assignment
Term: 12 months from listing in OTCBB)
Article
Three
Party A’s Obligations
3.1 Party
A
shall provide information concerning business, finance, laws, etc., to Party
B
promptly and effectively; and be liable for the authenticity, legitimacy and
effectiveness of the information.
3.2 Party
A
shall provide authentic and complete information needed by the captioned service
to Party B promptly and sufficiently; and shall provide various necessary
supports and documents on investor’s request in this process.
Article
Four
Party B’s Obligations
·
4.1 Party
B
shall apply for the capital from relevant American institutions upon receipt
of
the completed information provided by Party A as requested; and assist Party
A
in negotiation with securities traders and investors in positive and effective
ways, for successful financing and listing in America.
2
4.2 Party
B
shall not engage in any activities that damage Party A‘s benefits in the name of
consultant of Party A.
4.3 Party
B
shall compensate Party A the whole disbursements already paid to Party B by
Party A if audit fail to be finished smoothly due to reasons not related to
Party A.
4.4 Party
B
shall not cooperate with other companies that have similar business as Party
A
during the cooperation period with Party A.
Article
Five
Payment
5.1 The
captioned consultant fee is RMB 500,000 to be paid in 4 installments: the first
installment of RMB 200,000 is to be paid to Party B by Party A within 5 working
days upon concluding of this agreement; the second installment of RMB 100,000
is
to be paid to Party B by Party A within 5 working days upon final Audit Report;
the third installment of RMB 100,000 is to be paid to Party B by Party A within
5 working days upon successful road show and singing of Investment Framework
Agreement with the American leading investor; the rest RMB 100,000 is to be
paid
in full to Party B by Party A within 5 working days upon successful finance
and
listing in OCTBB in American.
5.2 Party
B
will acquire 1% of common stock from the final listed company of Party A (Party
B shall go through procedures of registration rights together with Party A
in
accordance with the captioned process and relevant laws); Party B will also
acquire Subscription Warrant of 4% of the value of financing to purchase the
Company’s equity securities, (Subscription Warrant will be valid for 5 years;
the strike price shall comply with terms prescribed in the agreement signed
between Party A and the investment bank and /or investor)
5.3 Party
A
shall be liable for arrangements & expenses for accommodation and traveling
fare incurred by trips to and from Party A for Party B during Party B’s service;
Party A will also provide office facilities for Party B.
5.4 In
term
of this agreement, securities traders or investors recommended or introduced
directly or indirectly to Party A by Party B (either in a face - to - face
manner, by meetings or telephone conference or correspondence, regardless of
whether Party A attending or participating in these meetings, telephone
conferences and correspondence), once there is substantive finance, regardless
of recognition by Party A or not, it shall be deemed that Party B has finished
it’s service and Party A shall pay Party B as per the above-mentioned terms.
3
Article
Six Confidentiality
6.1 Both
Party A and Party B shall guarantee not to reveal any non-public information
to
a third party besides each party. Both parties shall promise not to copy and
spread information provided by Party A and the investor or to reveal it to
a
third party in any manner. When it is necessary to provide information of
related parties to other parties, permits of the both parties to this agreement
shall be obtained.
Article
Seven
Settlements of Disputes
7.1 All
disputes arising from execution of this agreement or related to terms of this
agreement shall be settled by amicable negotiation between the two parties
in
the first place.
7.2 where
negotiation fails, disputes could be filed for litigation; or be referred to
arbitration in Beijing
Article
Eight Supplementary
Provisions
In
term
of any notice, application and
other
correspondence regarding this agreement, those in written form shall prevail;
e-mails, letters, faxes, etc. are also valid.
This
agreement issued in duplicate with each party holing one copy shall go into
effect as of the signing date.
Party
A: Daqing Qingkelong Chain Commerce & Trade Co., Ltd
Signed
and Seal Chopped by Chairman of the Board
Name:
/s/
Authorized Signature
Date:
4
Party
B: Mass Harmony Assert Management Limited.
Signed
and Seal Chopped by Executive Director of the Board
Name:
/s/ Authorized Signature
Date:
5
