Letter Of Intent (Page 3 of 6) in pdf

Letter Of Intent Page 3

1.5 Acquisition of OTCBB Shell by GGG and reverse take over processes

GGG will identify and acquire a suitable OTCBB listing reverse takeover target

(“Shell”), making arrangements for the reverse take over between the Shell and

SPV. In return, 20% of additional shares are required to be issued to GGG prior to

the Shell acquisition, which will be held by GGG’s designee and shall become

GGG’s possession upon the reverse takeover completion. As a result, GGG will

possess a diluted 24% shareholding of the Shell, leaving Ms Jia and its nominated

shareholding representative with rest 76%.

Organization Chart (1.5)

Ms Jia

GGG

76%

24%

OTCBB Shell

100%

SPV

100%

Qingdao Huashiji Science and

Technology Development Group

100%

Qingdao Huashiji

Qingdao Huashiji Investment

Precision Mold Co., Ltd

Electronic Co., Ltd

Management Co., Ltd.

1.6 PE Investment

GGG will arrange on a best effort basis a further fundraising of RMB￥21 million

or equivalent (approximately USD $3.1 million) to inject into the Shell by further

issuing 30% of the Shell’s shares, the proceed will be used as follows:

1.6 million for the buyout of Mr. Ma

0.5 million to enhance working capital

0.5 – 1 million to expand production capacity

Upon the completion of PE Investment in the sum of USD 3.1 million is injected, Ms

Jia’s shares will be diluted to 53.2% of the total shareholding, with GGG holding the

right for the rest 46.8%.

Letter Of Intent Page 3