Financial Consultant Agreement between Dragon Bright Mintai Botanical Technology (Cayman) Limited and Sky Vision Holdings Limited
Exhibit 4.17
between Dragon Bright Mintai Botanical Technology (Cayman) Limited
and Sky Vision Holdings Limited
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Party A:
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Dragon Bright Mintai Botanical Technology (Cayman) Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands having its principle office at Room B, 19/F., Hillier Commercial Building, 89-91 Wing Lok Street, Xxxxxx Xxx, Hong Kong. ("The Company")
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Party B:
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Sky Vision Holdings Limited ("Sky Vision"), a company incorporated under the laws of British Virgin Islands (company number 1475757) having its principal office at 000, 00x Xxxx Xxxxxx, Xxxxxxxxx, XX, Xxxxxx, X0X 0X0.
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1. In the spirit of sincere cooperation and to seek mutual development, Party A engages Part B as its financial consultant (hereinafter "Financial Consultant"), Party B accepts the appointment. The Parties reach agreement through friendly negotiations on April 21, 2012.
11. Party B shall appoint a special person to communicate with Party A and provide its service to Party A as a team. Party B shall provide financial services to Party A in accordance with the content set forth under section 3 below.
III. The content and form of the financial services provided by Party B is set forth below:
Party B shall send its executive director, Mr. Xxxxxxxx Xxxx, to Party A to act as Party A's Interim Chief Financial Officer and Senior Vice President - Finance. Mr. Xxxx will assist Party A to complete audit report. Mr. Xxxx Shall also help Party A to do financing related preparatory work. Mr. Xxxx xxx also play a leadership role under the authorization of Party A:
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1.
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Through the research of actual situations, designs an overall financial framework, plans and provides management recommendations for Party A.
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2.
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Helps Party to complete audit, legal framework, options plan, and corporate governance and internal control related work.
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3.
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Participates in the selection of, evaluation of and negotiation with underwriters and private 4equity investors.
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4.
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Within the scope of authorization of Party A, represents or assists Party A to cooperate with parties and agencies related to public listing and private investment, including but not limited to, attorneys, auditors, underwriters, sell side analysts, institutional investors, investor relationship consulting company.
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5.
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Provide other related internal assistance to Party A and other related participants in the private placement in providing professional knowledge.
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In principle, the term of service is from April 21, 2012 to December 31, 2012; however, the term may be extended if both parties, after consultation, agree and the manner of extension and the fees shall be determined separately.
V. Service Fees and Manner of Payment
In order for Party B to provide the services set forth herein, Party A shall pay to Party B advisory fees and other related compensation in the amount and manner as follows:
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1.
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Within the term of service, Party A shall make monthly payments, one payment eachmonth, of Canadian Dollars 7,940 (or equivalent to HK$62,000) to Party B; and the payment of Canadian Dollars 7,940 (or equivalent to HK$62,000) as prior month's advisory fee shall be wired within the first 5 days of each month to the following bank account with HSBC Canada (or the account designed by Party B) as the daily maintenance amount form Party A for Party B to fulfill the advisory services as authorized by Party A set forth in Article III herein.
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HSBC Bank Canada
Wayfoony House
000 Xxxx Xxxxxx
Xxxxxxxxx, XX
X0X0X0
Account No. 000-000000-000 in name of Savior Xxxxxxxx Xxxx
Note for Sky Vision Holdings Limited
Swift Code: HKBC-CATT
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2.
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Party A will accommodate Mr. Mark's request to arrange, at Party A expense, for all of Mr. Mark's travel and accommodations in connection with such meetings if it occurs outside the Hong Kong area.
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VI. Party A's Right
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Party A has the right to receive all the services set forth in this agreement. |
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Party A has the autonomous right with regard to its operation and has the sole right to makefinal decision regarding whether to adopt any advisory opinions and recommendations.
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VII. Party A's Obligation
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1.
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Party A must inform Party B the true intention regarding the entrusted project explicitly and accurately, provide all necessary personnel assistance to Party B's work, provide all necessary documents and information to Party B in a timely manner, and to ensure the truthfulness, accuracy and completeness of the documents and information provided. |
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2.
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Party A shall pay advisory fees according to the fee standard and in the manner stipulated by both parties. |
XXXX.Xxxxx B's Right
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1
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According to the work requirement, Party B ha the right of know, examine and request documents or information necessary to the fulfillment of its obligations as a financial consultant.
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2.
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Party B shall have the right to charge advisor's fees pursuant to the fee standard and in the manner stipulated in the agreement by the two Parties. |
IX. Party B's Obligations
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Party B shall carry out his obligations strictly in the area authorized by Party A and shall not transgress beyond the area authorized by Party A and shall not conduct any acts harmful to Party A's interest. |
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Party B must adhere to the professional ethics and maintain strictly confidentiality regarding Part As documents, information or other commercial secrets to which he has gained access in the course of providing fiscal advisory service and must adopt measures to ensure the secrecy and safekeeping of certain documents. |
X. Party B's Disclaimer
Part B shall bear no responsibility with regard to any business decision adopted by Party A after considering Party B's advisory opinion and the risk arising out of such decision is solely Party A's.
XI. Effectuation of this Agreement
This agreement becomes effective upon execution in the form of signature by the authorized representatives of both Parties.
XII. Termination of this Agreement
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1.
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Within the existing, effective period of this agreement, in the event of force major or the occurrence of major changes in policies, economics, financing, law or of major personnel changes on the part of either parties, that render the continuation of fulfillment of this agreement meaningless to Party A or to Party B or to both sides of Party A and Party B, the two parties may, through consultation, terminate the fulfillment of this agreement and absolve the other party form any responsibility for breach of agreement. |
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Through mutual consultation and consensus by both parties, this agreement may be terminated in written form and Party B shall not refund any advisory fees that have already been received before the date of termination of this agreement. |
XIII. General
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1.
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This Agreement will be governed and construed in accordance with the laws of Hong Kong of the People's Republic of China.
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2.
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Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, shall be settled by arbitration in Hong Kong in accordance with the UNCITRAL Arbitration Rules as at present in force and as may be amended by the rest of this clause. The appointing authority shall be Hong Kong International Arbitration Centre ("HKIAC"). The place of arbitration shall be in Hong Kong at the HKIAC. There shall be one arbitrator and the arbitration proceedings shall be conducted in English and Chinese.
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XIV. Counterparts
This agreement has two counterparts, with one to each party of this agreement and both have the equal legal effect.
| Sky Vision Holdings Limited | Dragon Bright Mintai Botanical
Technology (Cayman) Limtied
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| Per | Per | |
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/s/ Xxxxxxxx Xxxx
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/s/ Xxxxx Xxx Xxx Xx | |
| Xxxxxxxx Xxxx, Director | Xxxxx Xxx Xxx Xx, Director | |
| Date: April 21, 2012 |
Date: April 21, 2012
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