EXHIBIT 10.7
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NO. : GS0505F
AGREEMENT
BY :
HENAN ZHONGPIN FOOD SHARE CO., LTD.
GREEN STONE INVESTMENT & CONSULTANTS LTD.
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NOTES
1. When making and entering into this agreement, the parties shall read this
agreement carefully. This agreement shall be valid upon signature by both
parties, and the parties shall be subject to the provisions of this
agreement.
2. The legal representatives of Party A and Party B or the persons authorized
by the parties shall sign this agreement.
3. This agreement shall only be applied between Party A and Party B.
4. The blanks in this agreement shall be clearly filled in upon the
consultation by both parties. A "/" shall be placed in the blanks where
there is no need to fill in information.
5. Ballpoint pens shall not be used to fill in this agreement. The handwriting
in this agreement shall be clear and accurate and shall not be modified
without the consent of both parties.
6. This agreement shall be set in four copies each having the same legal
validity. Party A and Party B shall each retain two copies of this
agreement.
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FINANCIAL CONSULTANT AGREEMENT
Party A (the entrusting party): Henan Zhongpin Food Share Co., Ltd.
Party B (the trustee): Green Stone Investment & Consultants Ltd.
WHEREAS:
Party A was legally established under the laws of People's Republic of China
and Party B was legally established under the laws of the British Virgin
Islands. Party A and Party B, in accordance with the principles of equality and
honesty, have agreed to make and enter into this agreement concerning the
entrustment by Party A to Party B that Party B shall conduct the design and
financial consultation before listing on the American securities market.
ARTICLE 1 THE ENTRUSTED ISSUES
1. In the year 2005, Party A intends to become a listed public company in
the United States (U.S.). Hence, Party A has decided to restructure
financially in preparation for its possible public listing.
2. Party A shall appoint Party B as its financial consultant for the
pre-listing preparations and related matters as mentioned above, and
Party B shall agree to be the financial consultant to Party A.
ARTICLE 2 THE RANGE OF PARTY B'S SERVICE
1. Planning of the pre-listing preparations based on the particulars of
the American securities markets.
2. Assisting Party A to restructure and readying Party A for its intended
public listing in the U. S.
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3. Assisting Party A to select and choose suitable investment projects.
4. Assisting Party A to prepare the drafting of its Business Plan.
5. Assisting the core management team of Party A to properly prepare for
the intended listing in the U. S.
6. Assisting Party A to convert its financial management, control and
reporting in accordance with US GAAP.
7. Assisting Party A to prepare its financial forecasts.
8. Assisting Party A to establish and improve its financial risk
management system to improve the financial control of Party A.
9. Assisting the financial management personnel in improving their
financial management practices.
ARTICLE 3 PARTY A'S RESPONSIBILITIES
1. Providing the relevant materials and insuring the materials provided
are accurate and complete.
2. Organizing a special project team to work with Party B.
3. Providing a suitable working environment, arranging proper
accommodations and travel arrangements for the personnel of Party B
who have to work at Party A's location.
4. Paying a financial consultancy fee to Party B in accordance with this
agreement.
ARTICLE 4 PARTY B'S RESPONSIBILITIES
In addition to the responsibilities as stated in Article 2, Party B shall
also provide the following services:
1. Ensuring suitability of consultants and, in accordance with Party A's
progress, providing timely services and making sure the consultants
perform due diligence properly.
2. Maintaining confidence of all business information provided by Party A
and ensuring such information shall not be revealed to third parties
without exception.
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ARTICLE 5 CONSULTANT FEE AND PAYMENT
1. Party A shall agree to pay $100,000 to Party B as a consultant fee
(exchange rate $1=RMB 8.27), and the payment shall be paid by
installments as follows:
2.1 Within seven business days after this agreement has been
signed by both parties, Party A shall pay the first
installment of $50,000 to Party B.
2.2 The balance of $50,000 shall be paid to Party B on or before
July 1, 2005.
2. In addition, Party A agrees to grant Party B fifteen percent (15.0%)
of the total shares outstanding of Party A in exchange for services to
be rendered to Party A.
ARTICLE 6 CONFIDENTIALITY
The parties agree that neither party shall disclose any documents, materials
or information provided by each other to any third parties with the exception of
mutually acceptable parties, mutually acceptable potential investors, employees
of the two parties and disclosures required by laws or policies of governments.
ARTICLE 7 RESPONSIBILITIES FOR BREACH OF CONTRACT
If one party fails to perform any of its material obligations under this
agreement, then the other Party may be compensated in an amount equivalent to
10% of the total cash consultancy fee.
ARTICLE 8 VALIDITY, TERM AND TERMINATION OF CONTRACT
1. This agreement shall be deemed valid upon execution of the agreement
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indicated by signatures of the legal representatives of both Parties.
2. The term of this agreement shall begin on the day this agreement has
been signed by both Parties, and this agreement shall terminate once
the parties satisfactorily complete their respective obligations in
accordance with the terms and conditions of this agreement.
3. Once this agreement becomes valid, the Parties shall perform their
obligations with due diligence. No Party shall have the unilateral
right to terminate this agreement without the mutual consent by both
Parties in writing.
4. The performance and execution of this agreement shall not be
influenced by the personnel changes of either party.
ARTICLE 9 FORCE MAJEURE
1. Force Majeure shall mean all events which are beyond the control of
the Parties to this Agreement, and which are unforeseen, unavoidable
or insurmountable, and which prevent total or partial performance by
either of the Parties. Such events shall include earthquakes,
typhoons, flood, fire, war, strikes, riots, acts of governments,
changes in law or the application thereof or any other instance which
cannot be foreseen, prevented or controlled, including instances which
are accepted as Force Majeure in general practice.
2. During the period of this agreement's validity, if an event of Force
Majeure, or material incidents of a political, economic or legal
nature occurs, the continuous performance of this agreement shall
cause substantial and negative influences on the operation, finance
and prospects of Party A or Party B, the Party claiming Force Majeure
shall promptly inform the other Party and bring forward a modification
plan or the intention to modify the agreement.
3. In accordance with the Force Majeure clause in this agreement, the
parties shall consult with each other prior to ceasing or suspending
all or partial
provisions of this agreement and neither party shall be held liable
for breach of contract under such circumstances.
ARTICLE 10 SETTLEMENTS OF DISPUTES
In the event of any dispute, controversy or claim arising out of or relating
to this agreement, or the breach, termination or invalidity thereof, the Parties
shall attempt in the first instance to resolve such dispute through friendly
negotiation. If any dispute is not resolved by friendly negotiation, any Party
may submit the dispute to the Beijing Arbitration Commission for arbitration.
ARTICLE 11 MISCELLANEOUS
1. The conclusion, validity, interpretation, performance and settlement
of disputes shall be subject to the laws of The People's Republic of
China. Except for the express stipulations in the laws and
regulations, the latter legislation shall have no retroactive power on
this agreement.
2. In accordance with the applied laws and regulations, the invalidity of
any provision of this agreement shall not affect the validity of any
other provision of this agreement. In such an event, the Parties shall
apply the valid provisions in place of the invalid provision(s).
ARTICLE 12 ISSUES THAT ARE NOT REGULATED
If any issue arises that is not regulated by this agreement, Party A and
Party B may make and enter supplementary agreements. All supplementary
agreements shall have the same legal effect as this agreement.
ARTICLE 13 DOCUMENTS
All four copies of this agreement have the same legal validity. Party A and
Party B shall both retain two copies of this signed agreement. This agreement
shall be
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deemed invalid if any unauthorized modifications are made without the
required signatures by authorized representatives of both Parties.
PARTY A: Henan Zhongpin Food Share Co., Ltd.
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Legal Representative (signature)(pound)(0) /s/ Xianfu, ZHU
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Place of signature: BEIJING
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Time of signature: 07/04/2005
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PARTY B: Green Stone Investment & Consultants Ltd.
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Legal Representative: (signature): /s/ Yunchun, WANG
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Place of signature: BEIJING
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Time of signature: 07/04/2005
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NO. : GS0506F
UNDERTAKING AGREEMENT
BY :
HENAN ZHONGPIN FOOD SHARE CO., LTD.
GREEN STONE INVESTMENT & CONSULTANTS LTD.
NOTES
1. When making and entering into this agreement, the parties shall read this
agreement carefully. This agreement shall be valid upon the signature by
both parties, and the parties shall be subject to the provisions of this
agreement.
2. This agreement shall be signed by the legal representatives of Party A and
Party B or the persons authorized by such parties.
3. This agreement shall only be applied between Party A and Party B.
4. The blanks in this agreement shall be clearly filled in upon consultation
by both parties. A "/" shall be placed in the blanks where there is no
need to fill in any information.
5. This agreement shall not be filled in using ballpoint pens. The
handwriting in this agreement shall be clear and accurate and shall not be
modified without the consent of both parties.
6. This agreement shall be set in four copies each having equal legal
validity. Party A and Party B shall each retain two copies of this
agreement.
UNDERTAKING AGREEMENT
Party A (the entrusting party): Henan Zhongpin Food Share Co., Ltd.
Party B (the trustee): Green Stone Investment & Consultants Ltd.
WHEREAS:
1. The shareholders of Zhongpin Corporation decided and agreed to list the
Company in the United States Securities Market and to issue additional
primary shares. The shareholders further authorized the Board of Directors
to take all the necessary measures to achieving that goal including but not
limited to entering into this Agreement on behalf of Zhongpin Corporation.
2. The Board of Directors decided and agreed to engage Green Stone Investment
& Consultants Ltd. as Consultant to Zhongpin Corporation in its process of
becoming listed in the U.S.
THE PARTIES AGREE AS FOLLOWS:
ARTICLE 1 DEFINITIONS
In this Agreement, unless otherwise stipulated, the following items have
the definition as follows:
1.1 "Zhongpin Corporation": means Henan Zhongpin Food Share Co., Ltd.
1.2 "The shareholders meeting": means the shareholders meeting of Zhongpin
Corporation:
1.3 "Board of Directors": means the Board of Directors of Zhongpin
Corporation;
ARTICLE 2 PARTY A'S RESPONSIBILITIES AND OBLIGATIONS
2.1 Providing Party B all support required to prepare for the listing of the
Company in the United States (U.S.);
2.2 Providing the necessary materials as requested by Party B and ensuring
accuracy and completeness of such materials;
2.3 Establishing a listing preparation work group whose sole task is to work
with Party B in its efforts to assist the Company in preparing for its
intended listing;
2.4 Cooperating with Party B in the arrangement of personnel, time and place so
as to accomplish the listing on a timely basis;
ARTICLE 3 PARTY B'S RESPONSIBILITIES AND OBLIGATIONS
As the Consultant to Party A, Party B's responsibilities and obligations are as
follows:
3.1 Providing services to Party A in the Company's preparation of listing in
the U. S., including:
a) Assisting Party A in the listing process and its capital raising
efforts;
b) Working on behalf of Party A and coordinating with all involved
parties, including:
1. Assisting Party A to select and engage a qualified international
audit institution;
2. Assisting Party A to select and engage a qualified American law
firm;
3. Assisting Party A to select and engage a suitable placement
agent;
4. Assisting Party A to select and engage a qualified public
relations firm;
5. Assisting Party A to select and appoint a suitable transfer
agent.
c) Assisting Party A and its attorneys to design a suitable legal
structure for a publicly listed company in the U.S.
d) Screen, select and recommend a suitable clean shell candidate,
assisting Party A to enter into a purchase agreement with the public
shell candidate
and coordinate the relevant legal procedures;
e) Assisting Party A to prepare for U.S. SEC filings and achieve the goal
of becoming a publicly listed company in the U.S.
3.2 Financing and after-financing services:
a) Assisting Party A to coordinate with the selected placement agent to
prepare for the capital raising process in accordance with Article 4;
b) Assisting Party A to structure a suitable capitalization;
c) Assisting Party A to coordinate with the appointed public relations
firm to communicate with the investment community in the U.S. capital
market;
d) Assisting Party A to work properly with the transfer agent;
e) Assisting Party A to determine the use of proceeds and to ensure the
optimal utilization of new capital raised;
f) Providing advice on future capitalization plans after the company's
U.S. listing;
g) Providing advice on strategic planning to enhance Party A's
development.
ARTICLE 4 DESIGN FOR FINANCING (DETAILS TO BE INCLUDED IN THE PRIVATE
PLACEMENT AGREEMENT BY AND BETWEEN PARTY A AND THE TO-BE-SELECTED
PLACEMENT AGENT)
4.1 Listing means: Party A under the help of Party B shall be listed via a
reverse merger with a publicly listed shell company;
4.2 Share offering: A target price of $5 per share of Party A's common stock;
4.3 Size of financing: Current round of $10,000,000 to $20,000,000, with an
estimated timing of three to six months after the execution of the private
placement agreement; a planned second round of financing in about a year's
time from the closing of the current round for an amount of $50,000,000;
4.4 The detailed arrangements shall be in accordance with the business
developments of Party A. The actual process might vary from the above.
ARTICLE 5 THE FEES AND PAYMENT
5.1. As for the advisory services to be provided by Party B, Party A shall pay
Party B one and one-half percent (1.5%) of the total amount of financing
due to the assistance and efforts of Party B. Party A shall pay Party B in
five business days after the funds are received by Party A.
5.2 Party A will reimburse Party B for any out of pocket traveling and hotel
expenses incurred by Party B so long as they were in direct relation to
services rendered to Party A.
ARTICLE 6 RESPONSIBILITIES FOR BREACH OF CONTRACT
Any one Party failing to meet its obligations under this Agreement shall
constitute a breach of contract and the breaching Party shall be responsible for
compensating the aggrieved Party.
ARTICLE 7 TERM OF THIS AGREEMENT
This agreement shall be valid upon execution of this agreement by both
Parties and shall terminate upon the successful listing of Party A in the U.S.
or the successful closing of the intended financing.
ARTICLE 8 LEGAL EFFECT
This agreement shall be deemed valid upon the execution of four copies of
this Agreement by each of the Parties, and Party A and Party B shall each hold
two copies of the signed Agreement and all signed copies shall be deemed to hold
the same legal validity. Any issues that might arise and are not stipulated in
this agreement shall be settled by the Parties via negotiation on an amiable
basis.
PARTY A: Henan Zhongpin Food Share Co., Ltd.
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Legal Representative (signature): /s/ Xianfu, ZHU
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Place of signature: BEIJING
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Time of signature: 26/04/2005
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PARTY B: Green Stone Investment & Consultants Ltd.
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Legal Representative: (signature): /s/ Yunchun, WANG
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Place of signature: BEIJING
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Time of signature: 26/04/2005
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