FRAMEWORK AGREEMENT ON RESTRUCTURING

English Translation
Exhibit 10.20

FRAMEWORK AGREEMENT ON RESTRUCTURING

THIS FRAMEWORK AGREEMENT ON RESTRUCTURING (“this Agreement”) is made and entered into in Hangzhou, PRC as of July 1, 2010 by and among:

Mijia Technologies: Hangzhou Mijia Technologies Co., Ltd.
Address: Xxxx 000, 0# Xxxxxxxx, Xx.0000 Xxx’an Road, Binjiang District, Hangzhou

Postal code: 310013
Tel.: 0000 00000000
Fax: 0000 00000000

Beijing Pusida: Pusida (Beijing) Technologies Co., Ltd.
Address: Xxxx 000, Xxxxx X, Xxxxxx Xxxxxx Xxxxxxxx, Xx.000 Xxxxxxx Road, Haidian District, Beijing
Postal code: 100095
Tel.: 000 00000000
Fax:

Hangzhou Dianneng: Hangzhou Dianneng Technologies Co., Ltd.
Address: Xxxx 000, 0# Xxxxxxxx, Xx.0000 Xxx’an Road, Hangzhou
Tel.: 0000 00000000
Fax: 0000 00000000

Tao Song
Number of ID:
Address: Xx. 000 Xxxxxx Xxxx, Xxxx Xxxxxxxx, Xxxxxxxx

Li Ou
Number of ID:
Address: Xxxx 000, Xx. 00, Xxxxx 0 xx Xxxxxxxx Xxx Xxxxxx, Xihu District, Hangzhou

Xxx Xxxx
Number of ID:
Address: Xx. 000 Xxxxxx Xxxx, Xxxx Xxxxxxxx, Xxxxxxxx

Xxxxx Xxx
Number of ID:
Address: Xx. 000 Xxxxxx Xxxx, Xxxx Xxxxxxxx, Xxxxxxxx

Zi Jin
Number of ID:
Address: Xxxx 000, Xx. 0, Xxxxx 00 xx Xxxxx New Estate, Jianggan District, Hangzhou

Xxxxxxx Xx
Number of ID:
Address: Xx. 000 Xxxxxx Xxxx, Xxxx Xxxxxxxx, Xxxxxxxx

Xxxxxx Xx
Number of ID:
Address: Xx. 000 Xxxxxx Xxxx, Xxxx Xxxxxxxx, Xxxxxxxx

Xxx Xxxx
Number of ID:
Address:Room 304, Xx. 0, Xxxxx 0 xx Xxxxxxxx Xxxxx Xxxxxxxxx, Dongxin Road, Xiacheng District, Hangzhou

Xxxx Xxx
Number of ID:
Address: Xxxx 000, Xx. 000 Xxxxxx Xxxx, Xxxx Xxxxxxxx, Xxxxxxxx

Xxx Xxxx
Number of ID:
Address: Xx. 000 Xxxxxx Xxxx, Xxxx Xxxxxxxx, Xxxxxxxx

Wangyan Shao
Number of ID:
Address: Xx. 000 Xxxxxx Xxxx, Xxxx Xxxxxxxx, Xxxxxxxx

Xxxxxxx Pusida, Hangzhou Dianneng, Mijia Technologies and Mijia Shareholders are hereinafter individually referred to as a “Party” and collectively as the “Parties”.

WHEREAS,

(1)		Mijia Technologies is a limited liability company duly organized and validly existing under the PRC laws. As the shareholders of Mijia Technologies, Tao Song, Li Ou, Xxx Xxxx, Xxxxx Xxx, Xx Xxx, Xxxxxxx Xx, Xxxxxx Xx, Xxx Xxxx, Xxxx Xxx, Xxx Xxxx and Wanyan, Shao (collectively “Mijia Shareholders”) respectively hold 46.40%, 23.20%, 9.28%, 6.96%, 5.8%, 1.74%, 1.74%, 1.74%, 0.87%, 0.87% and 1.4% equity interests in Mijia Technologies respectively;
(2)		Beijing Pusida is a wholly foreign-owned enterprise duly organized and validly existing under the PRC laws and provides the technical support, strategic consultancy and related services for Mijia Technologies. Currently, it is an

		important partner of Mijia Technologies;
(3)		Hangzhou Dianneng is a wholly foreign-owned enterprise duly organized and validly existing under the PRC laws and capable of providing Mijia Technologies with the technical support, strategic consultancy and related services in respect of the business field Mijia Technologies is engaged in;
(4)		On August 1, 2007, Mijia Technologies and Beijing Pusida entered into the Exclusive Technical Consultancy and Service Agreement (“Mijia Service Agreement”), the Intellectual Property Transfer Agreement (“Mijia Intellectual Property Transfer Agreement”), the Technology Transfer Agreement (“Mijia Transfer Agreement”)..On the same date, Mijia Technologies and Mijia Shareholders entered into the Equity Pledge Agreement (“Mijia Equity Pledge Agreement”), the Exclusive Call Option Agreement (“Mijia Exclusive Call Option Agreement”) and the Operation Agreement (“Mijia Operation Agreement”) with Beijing Pusida. At the same time, each of the Mijia Shareholders issued the irrevocable power of attorney (“Mijia Power of Attorney”) to Beijing Pusida;
(5)		With the consent of Mijia Technologies, Beijing Pusida plans to transfer its rights and obligations under the Mijia Service Agreement to Hangzhou Dianneng, terminate the Mijia Intellectual Property Transfer Agreement and Mijia Technology Transfer Agreement already entered into with Mijia Technologies as well as the Mijia Equity Pledge Agreement, Mijia Exclusive Call Option Agreement and Mijia Operation Agreement already entered into with Mijia Technologies and Mijia Shareholders. At the same time, Mijia Shareholders will terminate the Xxxxx Xxxxxx of Attorney issued to Beijing Pusida;
(6)		On the signing date of the agreements stated in Paragraph (5) above, Mijia Technologies and Mijia Shareholders will enter into a complete package of agreements with Hangzhou Dianneng, including technical support and service agreement, strategic consultancy and service agreement, intellectual property license agreement, equity pledge agreement, call option and cooperation agreement and power of attorney.

NOW, THEREFORE, the Parties, abiding by the principles of sincere cooperation, equality, mutual benefit and common development and after friendly negotiations, hereby agree below:

Article 1 Modifications of Service Agreement

1.1 Beijing Pusida, Hangzhou Dianneng and Mijia Technologies agree that Beijing Pusida will transfer all and any of its rights and obligations under the Mijia Service Agreement to Hangzhou Dianneng as of the date hereof and the outstanding payment under the Mijia Service Agreement will be settled by Hangzhou Dianneng directly with Mijia Technologies by invoicing Mijia Technologies.

1.2 Hangzhou Dianneng and Mijia Technologies shall sign the amended and restated technical support and service agreement and strategic consultancy and service agreement according to the contents and in the forms as set out in Annex 1A and Annex 1B respectively on the date hereof.

Article 2 Modifications of Agreements Related to Intellectual Property

2.1		Mijia Technologies and Beijing Pusida acknowledge that Mijia Intellectual Property Transfer Agreement and Mijia Technology Transfer Agreement have not been performed yet.
2.2		Mijia Technologies and Beijing Pusida further acknowledge and agree that as from the date hereof, Mijia Intellectual Property Transfer Agreement and Mijia Technology Transfer Agreement terminate and agree to waive all the claims and liabilities (if any) against the other Party based on or in connection with these agreements.
2.3		Hangzhou Dianneng and Mijia Technologies shall enter into an intellectual property license agreement according to the contents and in the form as set out in Annex 2 on the date hereof and handle the filing procedures.

Article 3 Modifications of Exclusive Call Option Agreement

3.1		Mijia Shareholders, Hangzhou Dianneng and Mijia Technologies shall enter into a call option and cooperation agreement according to the contents and in the form as set out in Annex 3 on the date hereof.
3.2		Mijia Shareholders, Beijing Pusida and Mijia Technologies acknowledge and agree that as from the signing date of the call option and cooperation agreement as set forth in Article 3.1 hereof, Mijia Exclusive Call Option Agreement shall terminate and unless otherwise provided in the Mijia Exclusive Call Option Agreement or otherwise agreed by the Parties, all the rights and obligations of Mijia Shareholders and Beijing Pusida under the Mijia Exclusive Call Option Agreement shall terminate at the same time.

Article 4 Modifications of Powers of Attorney

4.1		Mijia Shareholders shall issue the irrevocable powers of attorney to Hangzhou Dianneng according to the contents and in the forms as set out in Annex 4A to Annex 4K respectively on the date hereof.
4.2		As of the date of the issue by Mijia Shareholders of the irrevocable powers of attorney to Hangzhou Dianneng as set forth in Article 4.1 hereof, Xxxxx Xxxxxx of Attorney shall terminate and all the rights of Beijing Pusida under the Xxxxx Xxxxxx

of Attorney shall terminate at the same time.

Article 5 Modifications of Equity Pledge Agreement

5.1		Mijia Shareholders, Hangzhou Dianneng and Mijia Technologies shall enter into an equity pledge agreement according to the contents and in the form as set out in Annex 5 on the date hereof, register the pledge of Mijia Technologies’s equity in Mijia Technologies’s share register pursuant to this equity pledge agreement and handle the industrial and commercial registration procedures of the pledge. The said right of equity pledge shall take effect as of the date of industrial and commercial registration.
5.2		As of the effective date of the right of equity pledge as set forth in Article 5.1 hereof, Mijia Equity Pledge Agreement shall terminate and unless otherwise provided in the Mijia Equity Pledge Agreement or otherwise agreed by the Parties, all the rights and obligations of Mijia Shareholders and Beijing Pusida under the Mijia Equity Pledge Agreement shall terminate at the same time.

Article 6 Termination of Mijia Operation Agreement

6.1 Mijia Shareholders, Beijing Pusida and Mijia Technologies acknowledge and agree that as from the date hereof, the Mijia Operation Agreement shall terminate and unless otherwise provided in the Mijia Operation Agreement or otherwise agreed by the Parties, all the rights and obligations of Mijia Technologies, Mijia Shareholders and Beijing Pusida under the Mijia Exclusive Call Option Agreement shall terminate at the same time.

Article 7 Confidentiality

Each Party shall keep confidential the contents of this Agreement and shall not disclose to any other person or publicly announce the contents of this Agreement without the prior consent of the other parties, but the provisions of this Article shall exclude (i) any disclosure required under relevant laws or the rules of any stock exchange; (ii) any disclosure of any information that is or becomes publicly available through no fault of the disclosing Party; (iii) any disclosure made to the shareholders, legal advisers, accountants, financial consultants or other professional consultants of a Party ; or (iv) any disclosure made to the potential purchaser, other investor or debt or equity finance provider in respect of the equity/assets of a Party or any of its shareholders, provided that the receiving party shall make the suitable confidentiality undertaking.

Article 8 Notices

8.1		Any notice, request, demand or other correspondence required by or in accordance with this Agreement shall be in writing and delivered to the respective addresses of the Parties as set forth above.
8.2		The notices given by a Party hereunder shall be delivered or sent by hand delivery, registered airmail (postage prepaid), generally accepted courier service or fax to the address and/or number of the other Party. The notices shall be deemed duly served: (1) upon delivery if delivered in person; (2) on the seventh (7th) day after the date of posting (as indicated on the postmark) if delivered by registered airmail (postage prepaid); (3) on the third (3rd) day after delivery to the generally accepted courier service if delivered by courier service; (4) on the first working day after transmission if transmitted by fax.

Article 9 Dispute Resolution

9.1		Any dispute arising in connection with the interpretation or performance of the relevant provisions herein shall first be resolved by the Parties by amicable consultation. If the Parties have failed to reach a written agreement upon its occurrence, such dispute shall be referred to arbitration in accordance with the provisions hereof, which shall be final and exclusive. Except as otherwise specifically provided herein, any Party hereby expressly waives the right to submit that dispute to a court for hearing and such waiver shall be irrevocable.
9.2		The dispute will be submitted to the China International Economic and Trade Arbitration Commission (“CIETAC”) for arbitration in Beijing in accordance with the CIETAC’s arbitration rules then in effect. The arbitration costs (including reasonable lawyer’s fees and expenses) shall be borne by the losing Party, unless otherwise specified in the arbitration award.

Article 10. Miscellaneous

10.1		No failure or delay by a Part in exercising any right hereunder shall be construed as a waiver thereof, nor shall any single or partial exercise of any right preclude any other or further exercise thereof.
10.2		The headings herein contained are inserted as a matter of convenience for reference only and in no circumstance shall they be used for or affect the interpretation of the provisions herein.
10.3		The formation, validity, interpretation and performance of and resolution of disputes arising from this Agreement shall be governed by the laws of the People’s Republic of China.
10.4		The Parties hereto have entered into this Agreement for legal purposes. Each provision contained herein shall be severable and independent from any other

		provisions, and if at any time one or more provisions herein become invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions herein shall not be affected as a result thereof. The Parties shall in such an instance do their best to replace the invalid, illegal or unenforceable provision with a new agreed provision, so as to realize the business purpose as close as possible to that of the invalid, illegal or unenforceable provision.
10.5		The Parties shall perform this Agreement in accordance with its terms upon effectiveness. Every amendment to this Agreement shall be made in writing and subject to the mutual consent of the Parties and also to the obtaining of necessary authorizations and approvals (if applicable) by the Parties.
10.6		In case of anything not covered herein, the Parties shall enter into a supplementary agreement as an annex hereto, which shall have the same legal effect as this Agreement.
10.7		This Agreement is executed in fourteen originals, with each Party hereto retaining one original. All the originals shall have the same legal effect.
10.8		This Agreement shall become effective upon execution.

(REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK)

(Signature page)
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written.

Hangzhou Dianneng Technologies Co., Ltd.						Pusida (Beijing) Technologies Co., Ltd.
[seal: Hangzhou Dianneng Technologies Co., Ltd.]						[seal: Pusida (Beijing) Technologies Co., Ltd.]

By:		/s/ Tao Song				By:		/s/ Tao Song
		Name:						Name:
		Position:						Position:

Hangzhou Mijia Technologies Technologies Co., Ltd.						Tao Song
[seal: Hangzhou Mijia Technologies Technologies Co., Ltd.]						Signature:		/s/ Tao Song

By:

/s/ Tao Song

Name:

Position:

Xxxxx Xxx						Xxxxxxx Xx
Signature:		/s/ Xxxxx Xxx				Signature:		/s/ Xxxxxxx Xx
Zi Jin						Xxx Xxxx
Signature:		/s/ Zi Jin				Signature:		/s/ Xxx Xxxx
Xxxxxx Xx						Xxx Xxxx
Signature:		/s/ Xxxxxx Xx				Signature:		/s/ Xxx Xxxx
Li Ou						Xxxx Xxx
Signature:		/s/ Li Ou				Signature:		/s/ Xxxx Xxx
Xxx Xxxx						Wangyan Shao
Signature:		/s/ Xxx Xxxx				Signature:		/s/ Wangyan Shao

List of Annexes

Annex 1A: Technical Support and Service Agreement

Annex 1B: Strategic Consultancy and Service Agreement

Annex 2: Intellectual Property License Agreement

Annex 3: Call Option and Cooperation Agreement

Annex 4A: Power of Attorney of Tao Song

Annex 4B: Power of Attorney of Xxxxx Xxx

Annex 4C: Power of Attorney of Xxxxxxx Xx

Annex 4D: Power of Attorney of Zi Jin

Annex 4E: Power of Attorney of Xxx Xxxx

Annex 4F: Power of Attorney of Xxxxxx Xx

Annex 4G: Power of Attorney of Xxx Xxxx

Annex 4H: Power of Attorney of Li Ou

Annex 4I: Power of Attorney of Xxxx Xxx

Annex 4J: Power of Attorney of Xxx Xxxx

Annex 4K: Power of Attorney of Xxxxxx Xxxx

Annex 5: Equity Pledge Agreement