CONSULTANCY

AGREEMENT BETWEEN

PARTY A

AND

PARTY B

This agreement is made by and between:

PARTY A , a company existing under the laws of People

’ s Republic of China, having its registered office in xxxxxxx

(Hereafter referred to as PARTY“ A”)

AND

PARTY B, XXXXXXXXXX

(Hereafter referred to as PARTY “B”)

PROJECT: Projects signed with ********. (Hereinafter refered to as“ the Project)”Whereas:

1.Party A is desirous of cooperating with Party B to carry out the said Project ;

2.Party B is agreeable to such cooperation;

NOW THEREFORE THIS AGREEMENT WITNESSETH AS FOLLOWS:

ARITCLE 1 – APPOINTMENT OF CONSULTANT AND SCOPE OF COOPERATION

1.1Party A hereby appoints Party B as its consultants for the Projects in XXXX

(COUNTRY) for CLIENT, subject to the terms and conditions of this Agreement.

The consultants accept such appointment and agree to keep, observe and perform

the terms and conditions of the Agreement.

1.2Party B shall not provide third parties of a competitive nature the same service as

provided to Party A, for the same project throughout the effective term of this

Agreement.

1.3The service contemplated under this Agreement shall be restricted in

XXXX(COUNTRY).

ARTICLE 2–SUBJECT MATTER OF THE AGREEMENT

The parties shall cooperate with each other in accordance with obligations and conditions contained herein the Agreement.

ARTICLE 3–OBLIGATION OF PARTY B

PARTY B is obligated to show its capacity by providing all the essential information, advice, consultation and other services requested by PARTY A, in view of obtaining the project contracts signed between PARTY A and the CLIENT and so as to secure the good execution of the contracts by coordination and solving the problems occurred between PARTY A and the CLIENT.

PARTY B will act as a consultant of PARTY A in XXXX (COUNTRY) to promote PARTY

A's participation in the said Projects in XXXX (COUNTRY), along with XXXX (COUNTRY) authorities and private entities. That consultant service is not limited in scope but the parties will agree on a list of targets which will constitute the initial basis of PARTY B’ s work.

Upon the request of PARTY A whenever necessary, PARTY B should also: Provide assistance to PartyA’s work in the client country’s.

Supply to Party A with data concerning the market and other information including

information on laws, payments, taxation and other standards in force in the client ’ s country which could be necessary.

Take part in the preparation and submission of any written document which must be presented to client in relation to the Project.

Assist Party A to fulfill contractual obligations during the course of implementation

of the Project Contract.

ARTICLE 4–CONFIDENTIALITY