CONSULTING SERVICES AGREEMENT
Exhibit 99.3
This Consulting Services Agreement (this “Agreement”) is dated November 10, 2010, and is
entered into in Yun County, Hubei Province, People’s Republic of China (“PRC” or “China”) by and
between Great Mountain Information Consulting Co., Ltd. (“Party A”) and Hubei Jinlong
Cement Co., Ltd. (“Party B”). Party A and Party B are referred to collectively in this
Agreement as the “Parties.”
RECITALS
| (1) | Party A, a company incorporated in the PRC as a foreign investment enterprise, specializes in consulting for international economic, technological and environmental information; developing the saving energy technology; the development and application of resource recycling machine utilization technology and the production of emissions re-use technology; | |
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| (2) | Party B is engaged in the manufacturing and sales of the cement; the car freight (limited to branch operations); retail of auto parts and lubricants; mining and sales of limestone (collectively the “Business”); | |
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| (3) | The Parties desire that Party A provide Party B with consulting and other relevant services in connection with the Business; and | |
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| (4) | The Parties are entering into this Agreement to set forth the terms and conditions under which Party A shall provide consulting and other related services to Party B. |
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NOW THEREFORE, the Parties agree as follows:
1. DEFINITIONS 
1.1 In this Agreement the following terms shall have the following meanings:
“Affiliate,” with respect to any Person, shall mean any other Person that directly or
indirectly controls, or is under common control with, or is controlled by, such Person. As used in
this definition, “control” shall mean possession, directly or indirectly, of power to direct or
cause the direction of management or policies (whether by ownership of securities or partnership or
other ownership interests, or by contract or otherwise);
“Consulting Services Fee” shall be as defined in Clause 3.1;
“Indebtedness” shall mean, as to any Person, any one of the following: (i) money
borrowed by such Person (including principal, interest, fees and charges) for the deferred purchase
price of any property or services, (ii) the face amount of all letters of credit issued to such
Person and all drafts drawn thereunder, (iii) all liabilities secured by any Lien on any property
owned by such Person, whether or not such liabilities have been assumed by such Person, (iv) the
aggregate amount required to be capitalized under any lease for which such Person is the lessee, or
(v) all contingent obligations (including, without limitation, all guarantees to third parties) of
such Person;
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“Lien” shall mean any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), preference, priority or other security
agreement of any kind or nature whatsoever (including, without limitation, any conditional sale or
other title retention agreement, any financing or similar statement or notice filed under recording
or notice statute, and any lease having substantially the same effect as any of the foregoing);
“Person” shall mean any individual, corporation, company, voluntary association,
partnership, joint venture, trust, unincorporated organization, entity or other organization or any
government body;
“PRC” means the People’s Republic of China;
“Services” means the services to be provided under the Agreement by Party A to Party
B, as more specifically described in Clause 2.
1.2 The headings in this Agreement shall not affect the interpretation of this Agreement.
2.
RETENTION AND SCOPE OF SERVICES 
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2.1 Party B hereby agrees to retain the services of Party A, and Party A accepts such
appointment, to provide to Party B services in relation to the current and proposed operations of
Party B’s business in the PRC pursuant to the terms and conditions of this Agreement (the
“Services”). The Services shall include, without limitation:
(a) General Business Operation. Provide general advice and assistance relating to the
management and operation of Party B.
(b) Human Resources.
(i) Provide general advice and assistance in relation to the staffing of Party B, including
assistance in the recruitment, employment and secondment of management personnel, administrative
personnel and staff of Party B;
(ii) Provide training of management, staff and administrative personnel;
(iii) Assist Party B to establish an efficient payroll management system; and
(iv) Provide assistance in the relocation of Party B’s management and staff;
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(c) Business Development. Provide advice and assistance in business growth and
development of Party B.
(d) Other. Such other advice and assistance as may be agreed upon by the Parties.
2.2 Exclusive Services Provider. During the term of this Agreement, Party A shall be
the exclusive provider of the Services. Party B shall not seek or accept similar services from
other providers without the prior written approval of Party A.
2.3 Intellectual Property Rights Related to the Services. Party A shall own all
intellectual property rights developed or discovered through research and development in the course
of providing Services, or derived from the provision of the Services. Such intellectual property
rights shall include patents, trademarks, trade names, copyrights, patent application rights,
copyright and trademark application rights, research and technical documents and materials, and
other related intellectual property rights including the right to license or transfer such
intellectual property rights. If Party B requires the use of Party A’s intellectual property
rights, Party A agrees to grant such intellectual property rights to Party B on terms and
conditions to be set forth in a separate agreement.
2.4 Pledge. Party B shall permit and cause the owners of Party B to pledge their
equity interests in Party B to Party A for securing the payment of the Consulting Services Fee as
required pursuant to this Agreement.
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3.
PAYMENT 
3.1 General.
(a) In consideration of the Services to be provided by Party A hereunder, Party B shall pay to
Party A a consulting services fee (the “Consulting Services Fee”) during the term of this
Agreement, payable in Renminbi (“RMB”) each quarter, equal to all of Party B’s net income
for such quarter based on the quarterly financial statements provided under Clause 5.1 below. Such
quarterly payment shall be made within fifteen (15) days after receipt by Party A of the financial
statements referenced above.
(b) Party B will permit, from time to time during regular business hours as reasonably
requested by Party A, its agents or representatives (including independent public accountants,
which may be Party B’s independent public accountants), (i) to conduct periodic audits of the
financial books and records of Party B, (ii) to examine and make copies and abstracts from all
books, records and documents (including, without limitation, computer tapes and disks) in the
possession or under the control of Party B, (iii) to visit the offices and properties of Party B
for the purpose of examining such materials described in clause (ii) above, and (iv) to discuss
matters relating to the performance by Party B hereunder with any of the officers or employees of
Party B having knowledge of such matters. Party A may exercise the audit rights described herein
at any time, provided that Party A provides a ten (10) day written notice to Party B specifying the
scope, purpose and duration of such audit. All such audits shall be conducted in such a manner as
not to interfere with Party B’s normal operations.
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3.2 Party B shall not be entitled to set off any amount it may claim is owed to it by Party A
against any Consulting Services Fee payable by Party B to Party A unless Party B first obtains
Party A’s prior written consent.
3.3 The Consulting Services Fee shall be paid in RMB by telegraphic transfer to Party A’s bank
account No.______________, or to such other account or accounts as may be specified in writing from
time to time by Party A.
3.4 Should Party B fail to pay all or any part of the Consulting Services Fee due to Party A
in RMB under this Clause 3 within the time limits stipulated, Party B shall pay to Party A interest
in RMB on the amount overdue based on the three (3) month lending rate for RMB published by the
Bank of China on the relevant due date.
3.5 All payments to be made by Party B hereunder shall be made free and clear and without any
consideration of tax deduction, unless Party B is required to make such payment subject to the
deduction or withholding of tax.
4.
FURTHER TERMS OF COOPERATION 
All business revenue of Party B shall be directed in full by Party B into a bank account
designated by Party A.
5. UNDERTAKINGS OF PARTY B 
Party B hereby agrees that, during the term of the Agreement:
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5.1 Information Covenants. Party B shall provide to Party A:
5.1.1 Preliminary Monthly Reports. Within five (5) days after the end of each
calendar month the preliminary income statements and balance sheets of Party B made up to as of the
end of such calendar month, in each case prepared in accordance with the generally accepted
accounting principles of the PRC.
5.1.2 Final Monthly Reports. Within ten (10) days after the end of each calendar
month, a final report from Party B on the financial and business operations of Party B as of the
end of such calendar month, setting forth the comparison of financial and operation figures for the
corresponding period in the preceding financial year, in each case prepared in accordance with
generally accepted accounting principles of the PRC.
5.1.3 Quarterly Reports. As soon as available and in any event within forty-five (45)
days after each Quarterly Period (as defined below), unaudited consolidated and consolidating
statements of income, retained earnings and changes in financial positions of Party B and its
subsidiaries for such Quarterly Period, and for the period from the beginning of the relevant
fiscal year to such Quarterly Date, and the related consolidated and consolidating balance sheets
as of such Quarterly Period, setting forth in each case the actual versus budgeted comparisons and
a comparison of the corresponding consolidated and consolidating figures for the corresponding
period in the preceding fiscal year, accompanied by a certificate of Party B’s Chief Financial
Officer, and such certificate shall state that the said financial statements fairly represent the
consolidated and consolidating financial conditions and results of operations, as the case may be,
of Party B and its subsidiaries, in accordance with the general accepted accounting principles of
the PRC for such period (subject to normal year-end audit adjustments and the preparation of notes
for the audited financial statements). For the purpose of this Agreement, a “Quarterly
Period” shall mean the last day of March, June, September and December of each
year, the first of which shall be the first Quarterly Period following the date of this Agreement;
provided that if any such Quarterly Period is not a business day in the PRC, then such Quarterly
Period shall be the next succeeding business day in the PRC.
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5.1.4 Annual Audited Accounts. Within 90 days after the end of the financial year,
Party B’s annual audited accounts (setting forth in each case the comparison of the corresponding
figures for the preceding financial year), shall be prepared in accordance with the generally
accepted accounting principles of the PRC.
5.1.5 Budgets. At least ninety (90) days prior to the beginning of Party B’s fiscal
year, Party B shall prepare a budget in a form satisfactory to Party A (including budgeted
statements of income and sources and uses of cash and balance sheets) for each of the four quarters
of such fiscal year accompanied by the statement of Party B’s Chief Financial Officer, to the
effect that, to the best of his or her knowledge, the budget is a reasonable estimate for the
corresponding period.
5.1.6 Notice of Litigation. Party B shall notify Party A, within one (1) business day
of obtaining the knowledge thereof, of (i) any litigation or governmental proceeding pending
against Party B which could materially adversely affect the business, operations, property, assets,
condition or prospects of Party B, and (ii) any other event which is likely to materially adversely
affect the business, operations, property, assets, condition or prospects of Party B.
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5.1.7 Other Information. From time to time, such other information or documents as
Party A may reasonably request.
5.2 Books, Records and Inspections. Party B shall keep accurate books and records of
its business activities and transactions according with PRC’s generally accepted accounting
principles and all other legal requirements. During an appropriate time and within a reasonable
scope requested by Party A, Party B will permit Party A’s officers and designated representatives
to visit the premises of Party B and to inspect, under the guidance of Party B’s officers, Party
B’s books and records, and to discuss the affairs, finances and accounts of Party B.
5.3 Corporate Franchises. Party B will do or cause to be done, all things necessary
to preserve and keep in full force and effect its existence and maintain its material rights and
licenses.
5.4 Compliance with Laws. Party B shall abide by all applicable laws, regulations and
orders of all relevant governmental administration, in respect to its business and the ownership of
its property, including, without limitation, maintenance of valid and proper governmental approvals
and licenses necessary to provide the services, unless such noncompliance could not, in the
aggregate, have a material adverse effect on the business, operations, property, assets, condition
or prospects of Party B.
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6.
NEGATIVE COVENANTS 
Party B covenants and agrees that, during the term of this Agreement, without the prior
written consent of Party A:
6.1 Equity. Party B will not issue, purchase or redeem any equity or debt securities
of Party B.
6.2 Liens. Party B will not create, incur, assume or suffer to exist any Lien upon or
with respect to any property or assets (real or personal, tangible or intangible) of Party B
whether existing or hereafter acquired, provided that the provisions of this Clause 6.2 shall not
prevent the creation, incurrence, assumption or existence of:
6.2.1 Liens for taxes not yet due, or Liens for taxes being contested in good faith and by
appropriate proceedings for which adequate reserves have been established; and
6.2.2 Liens in respect to Party B’s property or assets imposed by law, which were incurred in
the ordinary course of business, and (i) which do not in the aggregate, materially detract from the
value of Party B’s property or assets or materially impair the use thereof in the operation of
Party B’s business or (ii) which are being contested in good faith by appropriate proceedings and
proceedings which have the effect of preventing the forfeiture or sale of the property of assets
subject to any such Lien.
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6.3 Consolidation, Merger, Sale of Assets, etc. Party B will not wind up, liquidate
or dissolve its affairs or enter into any transaction of merger or consolidation, or convey, sell,
lease or otherwise dispose of (or agree to do any of the foregoing at any future time) all or any
part of its property or assets, or purchase or otherwise acquire (in one or a series of related
transactions) any part of the property or assets (other than purchases or other acquisitions of
inventory, materials and equipment in the ordinary course of business) of any Person, except that
(i) Party B may sell inventory in the ordinary course of business and (ii) Party B may sell
equipment which is uneconomic or obsolete, in the ordinary course of business.
6.4 Dividends. Party B will not declare or pay any dividends, or return any capital,
to its shareholders or authorize or make any other distribution, payment or delivery of property or
cash to its shareholders as such, or redeem, retire, purchase or otherwise acquire, directly or
indirectly, for a consideration, any shares of any class of its capital stock now or hereafter
outstanding (or any options or warrants issued by Party B with respect to its capital stock), or
set aside any funds for any of the foregoing purposes.
6.5 Leases. Party B will not permit the aggregate payments (including, without
limitation, any property taxes paid as additional rent or lease payments) by Party B under
agreements to rent or lease any real or personal property to exceed US$1 million in any fiscal year
of Party B.
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6.6 Indebtedness. Party B will not contract, create, incur, assume or suffer to exist
any indebtedness, except accrued expenses and current trade accounts payable incurred in the
ordinary course of business, and obligations under trade letters of credit incurred by Party B in
the ordinary course of business, which are to be repaid in full not more than one (1) year after
the date on which such indebtedness is originally incurred to finance the purchase of goods by
Party B.
6.7 Advances, Investment and Loans. Party B will not lend money or grant credit or
make advances to any Person, or purchase or acquire any stock, obligations or securities of, or any
other interest in, or make any capital contribution to, any other Person, except that Party B may
acquire and hold receivables owing to it, if created or acquired in the ordinary course of business
and payable or dischargeable in accordance with customary trade terms.
6.8 Transactions with Affiliates. Party B will not enter into any transaction or
series of related transactions, whether or not in the ordinary course of business, with any
Affiliate of Party B, other than on terms and conditions substantially as favorable to Party B as
would be obtainable by Party B at the time in a comparable arm’s-length transaction with a Person
other than an Affiliate and with the prior written consent of Party A.
6.9 Capital Expenditures. Party B will not make any expenditure for fixed or capital
assets (including, without limitation, expenditures for maintenance and repairs which are
capitalized in accordance with generally accepted accounting principles in the PRC and capitalized
lease obligations) during any quarterly period which exceeds the aggregate the amount contained in
the budget as set forth in Section 5.1.5.
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6.10 Modifications to Debt Arrangements, Agreements or Articles of Association. Party
B will not (i) make any voluntary or optional payment or prepayment on or redemption or acquisition
for value of (including, without limitation, by way of depositing with the trustee with respect
thereto money or securities before due for the purpose of paying when due) any existing
Indebtedness or (ii) amend or modify, or permit the amendment or modification of, any provision of
any existing Indebtedness or of any agreement (including, without limitation, any purchase
agreement, indenture, loan agreement or security agreement) relating to any of the foregoing or
(iii) amend, modify or change its Articles of Association or business license, or any agreement
entered into by it, with respect to its capital stock, or enter into any new agreement with respect
to its capital stock.
6.11 Line of Business. Party B will not engage (directly or indirectly) in any
business other than those types of business prescribed within the business scope of Party B’s
business license except with the prior written consent of Party A.
7.
TERM AND TERMINATION 
7.1 This Agreement shall take effect on the date of execution of this Agreement and shall
remain in full force and effect unless terminated pursuant to Clause 7.2.
7.2 This Agreement may be terminated:
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7.2.1 By either Party giving written notice to the other Party if the other Party has
committed a material breach of this Agreement (including, but not limited to, the failure by Party
B to pay the Consulting Services Fee) and such breach, if capable of remedy, has not been so
remedied within fourteen (14) days, in the case of breach of a non-financial obligation, following
the receipt of such written notice;
7.2.2 By either Party giving written notice to the other Party if the other Party becomes
bankrupt or insolvent or is the subject of proceedings or arrangements for liquidation or
dissolution or ceases to carry on business or becomes unable to pay its debts as they become due;
7.2.3 By either Party giving written notice to the other Party if, for any reason, the
operations of Party A are terminated;
7.2.4 By either Party giving written notice to the other Party if the business license or any
other license or approval material for the business operations of Party B is terminated, cancelled
or revoked;
7.2.5 By either Party giving written notice to the other Party if circumstances arise which
materially and adversely affect the performance or the objectives of this Agreement; or
7.2.6 By election of Party A with or without reason.
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7.3 Any Party electing to terminate this Agreement pursuant to Clause 7.2 shall have no
liability to the other Party for indemnity, compensation or damages arising solely from the
exercise of such termination right, provided that the expiration or termination of this Agreement
shall not affect the continuing obligation of Party B to pay any Consulting Services Fees already
accrued or due and payable to Party A. Upon expiration or termination of this Agreement, all
amounts then due and unpaid to Party A by Party B hereunder, as well as all other amounts accrued
but not yet payable to Party A by Party B, shall thereby become due and payable by Party B to Party
A.
8.
PARTY A’S REMEDY UPON PARTY B’S BREACH 
In addition to the remedies provided elsewhere under this Agreement, Party A shall be entitled
to remedies permitted under PRC laws, including, without limitation, compensation for any direct
and indirect losses arising from the breach and legal fees incurred to recover losses from such
breach.
9.
AGENCY 
The Parties are independent contractors, and nothing in this Agreement shall be construed to
constitute either Party to be the agent, partner, legal representative, attorney or employee of the
other for any purpose whatsoever. Neither Party shall have the power or authority to bind the
other except as specifically set out in this Agreement.
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10.
GOVERNING LAW AND JURISDICTION 
10.1 Governing Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the PRC.
10.2 Arbitration. Any dispute arising from, out of or in connection with this
Agreement shall be settled through amicable negotiations between the Parties. Such negotiations
shall begin immediately after one Party has delivered to the other Party a written request for such
negotiation. If, within ninety (90) days following the date of such notice, the dispute cannot be
settled through negotiations, the dispute shall, upon the request of either Party with notice to
the other Party, be submitted to arbitration in China under the auspices of China International
Economic and Trade Arbitration Commission (the “CIETAC”). The Parties shall jointly
appoint a qualified interpreter for the arbitration proceeding and shall be responsible for sharing in
equal portions the expenses incurred by such appointment. The arbitration proceeding shall take
place in Shanghai, China. The outcome of the arbitration shall be final and binding and
enforceable upon the Parties.
10.2.1 Number and Selection of Arbitrators. There shall be three (3) arbitrators.
Party B shall select one (1) arbitrator and Party A shall select one (1) arbitrator, and both
arbitrators shall be selected within thirty (30) days after giving or receiving the demand for
arbitration. Such arbitrators shall be freely selected, and the Parties shall not be limited in
their selection to any prescribed list. The chairman of the CIETAC shall select the third
arbitrator. If a Party does not appoint an arbitrator who consents to participate within thirty
(30) days after giving or receiving the demand for arbitration, the relevant appointment shall be
made by the chairman of the CIETAC.
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10.2.2 Arbitration Language and Rules. Unless otherwise provided by the arbitration
rules of CIETAC, the arbitration proceeding shall be conducted in Chinese. The arbitration
tribunal shall apply the arbitration rules of the CIETAC in effect on the date of execution of this
Agreement. However, if such rules are in conflict with the provisions of this clause, or with
Section 10 of this Agreement, then the terms of Section 10 of this Agreement shall prevail.
10.2.3 Cooperation; Disclosure. Each Party shall cooperate with the other Party in
making full disclosure of and providing complete access to all information and documents requested
by the other Party in connection with such proceedings, subject only to any confidentiality
obligations binding on such Parties.
10.2.4 Jurisdiction. Judgment rendered by the arbitration may be entered into by any
court having jurisdiction, or application may be made to such court for a judicial recognition of
the judgment or any order of enforcement thereof.
10.3 Continuing Obligations. The Parties shall continue their implementation of this
Agreement during the period when the relevant dispute is being resolved.
11.
ASSIGNMENT 
No part of this Agreement shall be assigned or transferred by either Party without the prior
written consent of the other Party. Any such assignment or transfer shall be void, provided that
Party A may assign its rights and obligations under this Agreement to an Affiliate without Party
B’s consent.
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| 12. | NOTICES  |
Notices or other communications required to be given by any Party pursuant to this Agreement
shall be written in English and Chinese and delivered personally or sent by registered mail or
prepaid mail or by a recognized courier service or by facsimile transmission to the
address of the other Party set forth below or to such other address of the Party as specified by
such Party from time to time. The date when the notice is deemed to be duly served shall be
determined as the follows: (a) a notice delivered personally is deemed duly served upon the
delivery; (b) a notice sent by mail is deemed duly served the tenth (10th) day after the
date, or the fourth (4th) day after the delivery date of an internationally recognized
courier service; and (c) a notice sent by facsimile transmission is deemed duly served upon the
time shown on the transmission confirmation of relevant documents.
Party A:
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Great Mountain Information Consulting Co., Ltd. | |
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Address:
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Chadian Town, Yun City, Hubei, PRC | |
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Attn:
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XXXX Xxxxxxx | |
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Party B:
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Hubei Jinlong Cement Co., Ltd. | |
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Chadian Town, Yun City, Hubei, PRC | |
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Attn:
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XXXX Xxxxxxx | |
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13.
GENERAL 
13.1 The failure or delay in exercising a right or remedy under this Agreement shall not be
constituted as a waiver of the right or remedy, and no single or partial exercise of any right or
remedy under this Agreement shall prevent any further exercise of the right or remedy.
13.2 Should any clause or any part of any clause contained in this Agreement be declared
invalid or unenforceable for any reason whatsoever, all other clauses or parts of clauses contained
in this Agreement shall remain in full force and effect.
13.3 This Agreement constitutes the entire agreement between the Parties relating to the
subject matter of this Agreement and supersedes all previous agreements.
13.4 No amendment or variation of this Agreement shall be valid unless it is in writing and
executed by the Parties or their authorized representatives.
13.5 This Agreement shall be executed in two (2) duplicate originals in English. Each Party
shall receive one (1) duplicate original, and all originals shall be equally valid.
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[SIGNATURE
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IN WITNESS WHEREOF this Agreement is duly executed by each Party or its legal representatives.
PARTY A:
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Great Mountain Information Consulting Co., Ltd. | |
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| Legal/Authorized Representative: /s/ XXXX Xxxxxxx | ||
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| Name: XXXX Xxxxxxx | ||
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| Title: Director and Legal Representative | ||
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PARTY B:
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Hubei Jinlong Cement Co., Ltd. | |
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| Legal/Authorized Representative: /s/ XXXX Xxxxxxx | ||
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| Name: XXXX Xxxxxxx | ||
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| Title: Director and Legal Representative | ||
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