0000950123-10-100990 Sample Contracts

Franchise Provincial General Distributorship Contract
China Xiniya Fashion LTD • November 4th, 2010 • Apparel & other finishd prods of fabrics & similar matl

In accordance with the relevant provisions of the Contract Law of the People’s Republic of China and the Trademark Law of the People’s Republic of China, Party A and Party B enter into this contract (this “Contract”) for purpose of confirming the rights and obligations of both parties in respect of the scheduled provincial distributorship of the “Xiniya” series apparel of Fujian Xiniya Garments and Weaving Co., Ltd..

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Agreement
China Xiniya Fashion LTD • November 4th, 2010 • Apparel & other finishd prods of fabrics & similar matl

After sufficient and friendly negotiations between Party A and Party B, the parties hereto have reached an agreement as follows on a voluntary and equal basis:

Confirmation of Oral Agreement
China Xiniya Fashion LTD • November 4th, 2010 • Apparel & other finishd prods of fabrics & similar matl

Whereas, Mr. Qiming Xu and Mr. Hing Tuen Wong entered into two agreements in relation to Fujian Xiniya Garments and Weaving Co., Ltd. (“Fujian Xiniya”) on January 5, 2005 and September 28, 2005, respectively;

Agreement
China Xiniya Fashion LTD • November 4th, 2010 • Apparel & other finishd prods of fabrics & similar matl

After sufficient friendly negotiations between Party A and Party B, the parties hereto have reached an agreement as follows on a voluntary and equal basis:

China Xiniya Fashion Limited [______] American Depositary Shares Representing [______] Ordinary Shares UNDERWRITING AGREEMENT
Underwriting Agreement • November 4th, 2010 • China Xiniya Fashion LTD • Apparel & other finishd prods of fabrics & similar matl • New York
Form of Employment Agreement
Employment Agreement • November 4th, 2010 • China Xiniya Fashion LTD • Apparel & other finishd prods of fabrics & similar matl

On behalf of Fujian Xiniya Garments and Weaving Co., Ltd., a limited liability company incorporated under the laws of the People’s Republic of China (the “Company”, together with its holding companies, the “Group”), I am pleased to offer you the following appointment upon and subject to the following terms and conditions:

Agreement
China Xiniya Fashion LTD • November 4th, 2010 • Apparel & other finishd prods of fabrics & similar matl

After negotiations about Party A’s proposed investment in and establishment of Fujian Xiniya Garments and Weaving Co., Ltd. (the “Company”) in Jinjiang City, Fujian Province, the two parties have reached an agreement as follows:

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