US Listing Agreement
EXHIBIT
10.14
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Business
Contract/Plan. Please keep it confidential. Author:
EastBridge Investment Group Corp
Only
limited for the internal use of authorized parties: Author
(Should
the authorized party does not agree with the obligations of
confidentiality, the author should be immediately informed. All
versions of the document should be returned and
destroyed)
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Contract
No.: 031v2
Party A:
(“Party A”), Foshan Jinkuizi Technology Limited Company, and the actual holding
companies of Party A as requested by Party A
Party C:
All the companies controlled and requested to be listed by Party A.
Legal
address of Party A: Xx.000, Xxxxxxxxxxxxx Xxxx’xx Xxxx, Xxxxxxx Xxxxxxxx,
Xxxxxx
Xxxx, Xxxxxxxxx Xxxxxxxx, Xxxxx.
Tel: (00)
0000-00000000 Fax: (00) 0000-00000000
Party B:
EastBridge Investment Group Corp (“Party B”), a company registered in the
US.
Legal
address: 8040E.Xxxxxx Trail, Unit 18, Xxxxxxxxxx, XX 00000, XXX
Tel: 000
000 0000; FAX: 000 000 0000
Article
1—Listing Service
Whereas,
Party A asks Party B to help to list Party C on OTCBB (NASD OTCBB) directly.
Party A’s definition of Part C’s listing is for Part C’s shares to be listed
directly on NASD OTCBB with Part B’s operation. .
Article
2—Authority and Preconditions
1. Party
B’s authority includes consultations, negotiations involved in the listing, and
the handling of relevant formalities; Party B have Party C listed in the US in
legal manners conforming to the US laws and relevant regulations
thereof.
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2. Party
C shall meet the following conditions before Party B agrees to take on this
project as stipulated in Article 1 hereof:
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A.
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Party
C shall provide Party B with financial reports for 2007 and 2008 issued by
local certified public accountants.
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B.
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Party
A agrees to provide Party B with a quarterly financial report (annual
financial report for the fourth quarter) issued by local certified public
accountant on a quarterly
basis,
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Article
3—Term and Conditions
Party B
shall bring Party C public within eight months of the successful completion of
US audit on
condition of Party C’s fulfillment of the following:
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1)
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Successful
quarterly
financial audits for 2007 and 2008 in accordance with the US GAAS
(Generally Accepted Auditing Standard) and GAAP (Generally Accepted
Accounting Principles) prior to Party C’s successful
listing,
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A.
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Party
C has not lost greater than 20% of its assets for the amount stated in
December 2007’s financial
statement,
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B.
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Party
C is free from material law suits or scandals, etc., which are detrimental
to the intangible assets of Party
C.
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C.
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Party
C will finish its Business Plan within 60
days after the signing of the
contract.
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2)
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Party
A agrees that the first day when the shares of Party C are freely traded
on the US stock market shall be the expiration date of this agreement.
Party A agrees that Party B will have completed all the listing works of
Party C by the expiration date of this
agreement.
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Article
4—Party A and Part C’s Protection of Party B’s Interest
1. Party
B agrees to bear the following expenses before the listing of Party
C:
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A.
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Legal
and consulting expenses for the
listing;
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B.
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Expenses
for 2 years of audits set by US
SEC;
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2
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C.
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Financial
advisory fees prior to SEC audit.
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D.
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SEC
application fee, road show fee (Party A shall bear its own traveling
expenses), PR expenses;
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E.
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Business Plan fee,
Website consultant fee;
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F.
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Listing
and financing consultant fee;
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G.
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Opening
expenses; stock certificates’ printing expenses and registration
expenses;
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H.
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Market-making
fee;
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I.
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Consultation
fees for merger, share capital increase, and loan and share
pledge.
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J.
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Other fees directly
related to Party C’s listing in the
US.
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2.
In order
to protect Party B’s interest already invested or to be invested, the Parties
agree to the following conditions demanded by Party B:
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A.
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If
for any reason or for no reason at all Party C cannot or does not want to
be listed in the US, Party A and Party C agree not to list in any manner
of Party C’s shares in any stock market of the world within 2 years
after ther termination of this
agreement.
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Party A
and Party B understand that the listed assets shall include at least the
following holding companies:
* Party A
shall notify Party B within 30 days after the signing of this
agreement.
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B.
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Party
A confirms that on the date of Party C’s successful merger , Party A’s
stock ownership ratio in the shares of Party C shall
be:
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1. Party
A’s total stock ownership is 85%.
2. EastBridge Investment Group Corp.’s
total stock ownership is 15%.
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C.
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After the execution of the agreement, Party A shall not, without
written consent of Party B, change Party C’s stock equity
structure.
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D.
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Party A grants Party B one seat of board of directors of Party
C.
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E.
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Before
Party C’s listing; Party B has no rights for Party C’s profits and
dividends.
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3
Article
5—Timely Report
Both
Party A and Party B have the obligations for notifying the other party on a
timely basis regarding the progress or change of conditions of the
listing.
Article
6— Listing fees and Payment Method
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1)
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Party
A agrees to sell 15% of Party C’s shares at $1 USD to Party B at the time
of Party C’s merger as partial compensation for Party B’s listing service.
Party B agrees to accept it. Board of Directors of Party C shall provide
Party B with a resolution regarding the transfer of 15% stock ownership to
Party B.
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2)
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Party
A agrees to pay cash $100,000 to Party B as commission fee. The payment
method: Party A will pay $50,000 after the signing of this contract, and
will pay the other $50,000 when the audit
begins.
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Article
7—Stock Transfer
Party B
shall not, prior to the SEC’s approval of the listing of Party A’s stock,
transfer to any third party of Party C’s shares held by Party B in any manner,
at any location, or for any reason.
Article
8— Treatment of Shares and Fees for the Delay or Failure of Listing
If for
any reason or no reason Party A cannot or does not want to be listed in the US
after this Listing Agreement becomes effective, unless such delay is agreed by
Party A in writing, Party A has the right to require Party B, and Party B shall
definitely agree, within 5 days of the expiration of this agreement and any
extension in writing thereof, sell Party C’s shares back to Party A for a total
amount of one US dollar.
If for
Party B’s breach of duty, Party A cannot be listed in the US after Party C’s
successful audit in the US, unless such delay is consented by Party A in
writing, Party A has the right to request Party B, and Party B shall definitely
agree, within 5 days of the expiration of this agreement and any extension in
writing thereof, return $50,000 to Party A, and the remaining $50,000 will not
be returned.
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Article
9—Consent to Invitation
Prior to
the listing, in order for Party B to make effective presentation of Party C’s
advantages to US investors and the stock market, Party C agrees to invite Party
B to attend its board meetings and senior management meetings in order to have
some knowledge of its daily business operations.
Article
10—Confidentiality
Party A,
Party B and Party C shall be liable for actively maintaining the confidentiality
of the business secrets of the other party, and shall not disclose such
information to third parties. Nonetheless, Party B, being a US public company,
has the right and obligation to disclose this agreement to the US
SEC.
Article
11—Applicable Law
Execution
and interpretation of this Contract shall be governed by the laws of the
People’s Republic of China.
Article
12—Dispute Resolution
For all
disputes and differences relevant hereto or arising from the performance of this
agreement, the Parties shall first try to settle them through friendly
negotiations. If no agreement is reached within 30 days of the occurrence of the
dispute or difference, any party may submit such dispute to Beijing
International Arbitration Commission for arbitration in accordance with the
applicable arbitration rules of the time. The arbitration shall be final, and
legally binding to both parties.
Article
13-- Entire Agreement
This
Agreement shall be the final and complete contract between the Party A and Party
B, and shall supersede all previous agreements between the Parties, oral or
written.
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Article
14—Miscellaneous
If this
agreement has versions of more than one language, the Chinese version shall
govern in case of dispute or inconsistencies.
Article
15—Effectiveness and Modifications
This
agreement shall become effective on the date when it is signed by both parties.
The Parties may modify or supplement this agreement in writing, and written
modifications or supplementations to this agreement signed by both parties shall
be an integral part of this agreement, and shall have the same legal effect as
this Contract.
Article
16—Duplicates
This
agreement has one form, 4 copies, with each party holding 2 copies with the same
legal effect.
| Party A (signature and seal): | Party B (signature and seal): |
| Authorized representative name, | Authorized representative name, |
| signature and title: | signature and title: |
| Biao He, President | Xxxxx Xxxx, President |
| Date: Sept 22, 2008 | Date: Sept 22, 2008 |
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