Strategic Co-operation Agreement

战略合作框架协议

This Strategic Co-operational Agreement (the “Agreement”) is made and effective the [January 1st, 2012]

本战略合作框架协议（以下简称“协议”）于[XXX年X月X日]签订并生效

BETWEEN: XXXXXXXXXXXXXXXXXXXXXXXX (the “Party A”), a corporation org anized and existing under the laws of the PEOPLE’S REPUBLIC OF CHINA, with its

head office located at:

[XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX]

AND: XXXXXXXXXXXXXXXXXXXXXXXX (the “Party B”), a corporation organized and existing under the laws of the REPUBLIC OF XXXX, with its head office

located at:

[XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX]

签订协议的一方[XXXXXXXXXXXXXXXXXXXXX]（以下简称“甲方”），一家依据中华人民共和国法律组建并续存的公司，其营业地址位于：

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

另一方：XXXXXXXXXXXXXXXXXXXXX（以下简称“乙方”），一家依据XXXX共和国法律组建并续存的公司，其营业地址位于：

[XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX]

In consideration of the terms and covenants of this agreement, and other valuable consideration, the parties agree as follows:

鉴于本协议所含之相互约定和承诺，订约双方协议如下：

1.RECUTALS

a.Both parties desire to join together for the pursuit of common business goals.

b.Both parties have considered various forms of joint business enterprises for their

business.

c.Both parties desire to enter into a co-operation agreement as the most advantageous

business form for their mutual purpose.

一．事实陈述

a.合作双方欲联合起来追求共同所需的商业目标。

b.合作双方已经就其经营业务考虑了各种形式的合作方式。

c.合作双方欲就其互利目标达成一项合伙协议作为其最佳商业形式。

2.RESPONSIBILITIES & RELIABILITIES

Party A

-According to the information of XXXX business access standards, investment environment and tax policy which provided by Party B, Party A shall recommend the high-quality companies from China to conduct business through Party B in XXXX.

-Provide the full documentations of Chinese companies to conduct business in XXXX.

-Ensure the authenticity and legality of all the documentation provided by the Chinese companies.

-As authorized by Party B, Party A is responsible to the signing and interpretation of various documents for mutual business.

-Assist Party B to conduct the business promotions and publicities in China.

Party B

-Party B shall provide all the financial support on their business in China; it includes business initiation, management and promotion.

-As Party A shall refer the Chinese Companies to Party B. Party B shall provide these companies the consultant services regarding legal, audition, taxation, financial, risk management, accounting and other related areas.

-In order to establish the intensiveness business co-operation. Party B shall provide all the business related documents, information, legal acts and governmental information in XXXX for the reference of Party A.

-Party B shall provide a systematic training course on XXXX businesses SOP (Standard Operation Procedure), XXXX law & Tax regulations and IIM Billing system for Party A

employees.

二．责任与义务

甲方