CONSULTING SERVICES AGREEMENTConsulting Services Agreement • February 18th, 2010 • Artistry Publications Inc • Miscellaneous publishing
This Consulting Services Agreement (this “Agreement”) is dated December 15, 2009, and is entered into in Chongqing, People’s Republic of China (“PRC” or “China”) by and between Chongqing Ran Ji Industrial Co., Ltd. (“Party A”) and Chongqing Foguang Tourism Development (Group) Co., Ltd. (“Party B”). Party A and Party B are referred to collectively in this Agreement as the “Parties.”
VOTING RIGHTS PROXY AGREEMENTVoting Rights Proxy Agreement • February 18th, 2010 • Artistry Publications Inc • Miscellaneous publishing
This Voting Rights Proxy Agreement (the “Agreement”) is entered into in Chongqing, People’s Republic of China (“PRC” or “China”) as of December 15, 2009 by and among Chongqing Ran Ji Industrial Co., Ltd. (“Party A”) and the undersigned shareholders (the “Shareholders”) of Chongqing Foguang Tourism Development (Group) Co., Ltd. (“Foguang”). Party A and the Shareholders are each referred to in this Agreement as a “Party” and collectively as the “Parties”. Foguang is made a party to this Agreement for the purpose of acknowledging the Agreement.
OPERATING AGREEMENTOperating Agreement • February 18th, 2010 • Artistry Publications Inc • Miscellaneous publishing
This Operating Agreement (this “Agreement”) is dated December 15, 2009, and is entered into in Chongqing, People’s Republic of China (“PRC” or “China”) by and among Chongqing Ran Ji Industrial Co., Ltd. (“Party A”); Chongqing Foguang Tourism Development (Group) Co., Ltd. (“Party B”), and the shareholders holding 100% of the issued and outstanding equity interests of Party B (the “Shareholders of Party B” or “Party C”). Party A, Party B, and Party C are each referred to in this Agreement as a “Party” and collectively as the “Parties.”
SHARE EXCHANGE AGREEMENT by and among Gold Industry Limited (“Gold Industry“) and the Shareholders of Gold Industry, on the one hand; and Artistry Publications, Inc. (“Pubco”), a Delaware corporation, and the Majority Stockholders of Pubco, on the...Share Exchange Agreement • February 18th, 2010 • Artistry Publications Inc • Miscellaneous publishing • California
This Share Exchange Agreement, dated as of February 12, 2010 (this “Agreement”), is made and entered into by and among Gold Industry Limited, a company incorporated in the Cayman Islands (“Gold Industry”), and the shareholders of Gold Industry (“Gold Industry Shareholders”) listed on the Signature Pages for Gold Industry Shareholders that are attached hereto, on the one hand; and Artistry Publications, Inc., a Delaware corporation (“Pubco”), and the stockholders of Pubco listed on Signature Page for Pubco Stockholders that is attached hereto (the “Pubco Stockholders”), on the other hand.
OPTION AGREEMENTOption Agreement • February 18th, 2010 • Artistry Publications Inc • Miscellaneous publishing
This Option Agreement (this “Agreement”) is dated December 15, 2009, and is entered into in Chongqing, People’s Republic of China (“PRC” or “China”) by and among Chongqing Ran Ji Industrial Co., Ltd.(“Party A”); Chongqing Foguang Tourism Development (Group) Co., Ltd. (“Party B”); and the undersigned shareholders of Party B (each a “Shareholder” and collectively the “Shareholders” or “Party C”). Party A, Party B and the Shareholders are each referred to in this Agreement as a “Party” and collectively as the “Parties”.
LEASE AGREEMENT TranslationLease Agreement • February 18th, 2010 • Artistry Publications Inc • Miscellaneous publishing
Through friendly consultation, the parties enter into the following agreement pursuant to the Contract Law of the People’s Republic of China, the Law on Administration of Urban Real Estate of the People’s Republic of China and other relevant laws and regulations:
RURAL LAND (LEASE) AGREEMENT TranslationLease) Agreement • February 18th, 2010 • Artistry Publications Inc • Miscellaneous publishing
For the purpose of standardizing the contractual and use rights for the transfer of the rural land, stabilizing land contract relations and protecting the legitimate rights and interests of parties, with the consent of all current land contractors of LongQiao Lake Village Group 6, we enter into the following agreement to transfer the land contractual and use rights, pursuant to the relevant laws and regulations of the Land Contracting Law of the People’s Republic of China and the Procedure of Rural Land Contractual and Use Rights Transfer.
EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • February 18th, 2010 • Artistry Publications Inc • Miscellaneous publishing • Shanghai
This Equity Pledge Agreement (hereinafter this “Agreement”) is dated December 15, 2009, and is entered into in Chongqing, People’s Republic of China (“PRC” or “China”) by and among Chongqing Ran Ji Industrial Co., Ltd. (“Pledgee”), and each of the shareholders listed on the signature pages hereto (each a “Pledgor” and collectively, the “Pledgors”) of Chongqing Foguang Tourism Development (Group) Co., Ltd. (“Foguang”). Foguang is made a party to this Agreement for the purpose of acknowledging the Agreement.
AGREEMENT TranslationAgreement • February 18th, 2010 • Artistry Publications Inc • Miscellaneous publishing
ChangShou County Fuli Bowling Co., Ltd. (“Fuli”), borrowed RMB 4.1 million from the ChangShou County Rural Cooperative Foundation. In 1999, based on relevant provisions issued by the State Council, the ChangShou County Rural Cooperative Foundation transferred its rights and liabilities under the said debt to Party B. On September 10, 2001, Fuli has applied and engaged with Party B to conduct a “repayment of old debt by new loan.” Due to failure of management, Fuli has closed and owed an accrued interest of RMB 1,165,537.64 to Party B as of September 21, 2002. On April 11, 2003, through consultation between Fuli and Party B, Fuli agreed to transfer its rights on the collateral of the said debt, the park of ChangShou Land Administration and Bowling House with its bowling equipment and eight fairways, to Party B to offset the principal and interest of the debt.
LEASE AGREEMENT TranslationLease Agreement • February 18th, 2010 • Artistry Publications Inc • Miscellaneous publishing
