Caviar Sales Agreement
Exhibit 10.12
Party A (Seller): Fujian Aoxuanlaisi Biotechnology Co., Ltd.
Party B (Buyer): Top Wealth Group (International) Limited
According to the provisions of the “Contract Law of the People’s Republic of China,” the “Food Safety Law of the People’s Republic of China,” and relevant laws and regulations, and considering that Party B possesses the qualification (recorded registration number: 04494516) for the overseas export trade of specialty products produced by Party A, namely caviar, Party B serves as Party A’s exclusive long-term partner for overseas trade. Party B will be assisting Party A in activities such as overseas investment promotion and market development for an extended period. After thorough negotiations between Party A and Party B, they are reaching this long-term cooperation agreement.
Article 1: Introduction of Party A Company
Party A Company is an import-export trading company specializing in caviar. It possesses the qualification for caviar import-export trade (Registration Number: 04494516). It engages in overseas investment promotion and market development of caviar, including but not limited to overseas direct sales, independent confirmation and authorization of overseas distribution agents, establishment of direct sales contracts and distribution agency contracts, product import and export, and payment of goods.
Article 2: Introduction of Party B Company
Party B, authorized by Party A, acts as the exclusive agent for caviar in the overseas market within the regions of Hong Kong and Macau. Party B has the autonomy in overseas trade, including but not limited to overseas direct sales, independent confirmation and authorization of overseas distribution agents, establishment of direct sales contracts and distribution agency contracts, product import and export, and payment of goods in the overseas market.
Article 3: Supply Quantity
Party A shall give priority to supplying caviar to Party B. The minimum supply quantities for the first year shall not be less than 1 ton, the second year not less than 3 tons, and the third year not less than 5 tons. Starting from the fourth year until the termination of this agreement, the annual supply quantity shall increase by no less than 18% compared to the previous year.
Article 4: Quality Requirements
(1) Product Quality: The caviar should have particle sizes ranging from 2.9 to 3.5 mm, without stickiness or breakage, and should be free from any abnormal odors. The product must comply with the “Food Safety Law of the People’s Republic of China” and relevant industry quality standards.
(2) Shelf Life: The product shall have a shelf life of 12 months when unopened and stored at a temperature of -20 degrees Celsius.
(3) Packaging Requirements: Party A shall appropriately package the products based on their characteristics, including the use of foam boxes and ice bags, to ensure the quality and freshness of the products during transportation.
Article 5: Pricing
Due to the scarcity of caviar in the market and its price fluctuations, the unit price will be determined based on the prevailing market prices at the time of each supply. However, Party A guarantees that the average price fluctuations from year to year will not exceed 10% compared to the previous year.
Article 6: Delivery Location, Method, Acceptance, and Payment Settlement
(1) Delivery Method: Party A shall be responsible for delivering the goods to the location specified by Party B according to the order requirements. Party B shall conduct on-site acceptance and store the goods.
(2) Payment Settlement: The full payment for the goods shall be settled through telegraphic transfer or cash. Party A shall designate the receiving account for payment.
As follows:
Account Name: Silver Fame International (HK) Limited
Account Number: 475048070
Bank: DBS Bank (Hong Kong) Limited
Bank Code: 016
SWIFT Code: XXXXXXXXXXX
(3) Other Agreements: In the event that the delivery of goods is affected by uncontrollable factors such as weather or force majeure, the delivery date may be appropriately advanced or postponed through mutual consultation between the two parties.
Article 7: Rights and Obligations of Both Parties
(1) Party A has the right to be informed and supervise Party B’s operations within the distribution area.
(2) Party A has the obligation to provide Party B with relevant documents such as inspection reports, production approvals, and business licenses required for the production of the product.
(3) Party B, under the premise of complying with this agreement, has the autonomy to operate in the foreign trade region.
(4) Party B has the obligation to provide Party A with relevant materials regarding its foreign trade qualifications.
2
(5) Party A must supply Party B with the agreed-upon quantities as stipulated in Article 3, ensuring a long-term stable and sufficient supply of the product. In case Party A fails to meet the supply quantity, the shortfall shall be compensated the following year with a 30% price reduction. If Party B fails to meet the purchasing volume, the price for the shortfall in the subsequent year shall be increased by 30%.
(6) Party A must ensure that the supplied caviar complies with the quality requirements as stated in Article 4 over the long term. If the product fails to meet the quality standards upon inspection by a third-party testing agency, Party A shall provide Party B with a refund or replacement without charge and bear the direct economic losses incurred by Party B.
Article 8: Security Deposit Clause
Party B shall pay a security deposit of HKD 4.5 million (in words: Four million five hundred thousand Hong Kong dollars) to the designated account of Party A as a cooperative security deposit before September 30, 2022.
Article 9: Contract Modification and Termination
Neither Party A nor Party B shall arbitrarily modify or terminate the contract. If either party requests a modification or termination of the contract, they should promptly notify the other party and reach an agreement in writing. Until an agreement is reached, the original contract shall remain in effect. Upon receiving a proposal from the other party for contract modification or termination, the party in question shall provide a response within 10 days from the date of notification. Failure to respond within the specified period shall be deemed as acceptance.
Article 10: Dispute Resolution
Any disputes arising during the performance of this contract shall be resolved through negotiation between the parties. If negotiation or mediation by relevant local authorities fails, the dispute shall be brought before the competent court in China in accordance with jurisdictional laws. Any other matters not covered in this contract shall be resolved through friendly negotiation between the two parties.
Article 11: Validity Period
This agreement is valid from April 30, 2022, until April 30, 2032. This agreement shall come into effect upon being signed and sealed by both Party A and Party B.
3
Party A (Seller): Fujian Aoxuanlaisi Biotechnology Co., Ltd.
/s/ Fujian Aoxuanlaisi Biotechnology Co., Ltd.
[Corporate stamp of Fujian Aoxuanlaisi Biotechnology Co., Ltd.]
Party B (Buyer): Top Wealth Group (International) Limited
/s/ Top Wealth Group (International) Limited
[Corporate stamp of Top Wealth Group (International) Limited]
30th April 2022
4
