Letter Of Intent (Page 5 of 6) in pdf

Letter Of Intent Page 5

The two parties will cover their own expense during the commercial due diligence

conducted by GGG.

3. Obligations of the Company

The Company is required to cooperate with GGG’s services and relevant

requirements aforementioned in a prompt and professional manner.

The Company is required to restructure its domestic shareholding structure in a way

that Ms Jia will be a 100% shareholder of HSJ Group, HSJ Group will be a 100%

holding Company of all the subsidiaries.

The Company will grant three (3) year warrants at the first trading price to GGG and

its designees, equivalent to 5% of the shares issued and outstanding. Such grant shall

become effective upon the Shell listing date.

The Company will provide GGG with the audited financial statements for the full

year of 2007 and full year of 2008.

The Company will engage a law firm acceptable to GGG to undertake basic legal due

diligence which will include but not limited to:

1. Verifications of shareholding structure of the Company.

2. Verifications of land use rights/ leasing contracts and major fixed assets of the

Company.

3. Verifications on the contracts of major suppliers and customers.

4. Verification of any IPR owned by the Company such as patents and

trademarks.

The Company will sign separate contracts with accountancy firm and law firm, and

the costs incurred during the process will be at the Company’s own expense.

The Company shall be liable to pay any expenses and costs in relation to the

international shareholding restructure.

The Company shall be liable to pay any legal and filing fees incurred during the

reverse takeover process between SPV and the Shell.

The Company will provide GGG on an ongoing basis, the access to information and

documents required during all legal and financial due diligence process as well as

access to key personnel.

The Company will not sign any agreements with other similar investment firms upon

the signing of this document with GGG.

Letter Of Intent Page 5