Agreement For Sale and Purchase of Shares ECP Hospitality Services Ltd (Company Registration No.

Contents PARTIES BACKGROUND 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Definitions and interpretation Execution Sale and purchase of shares Settlement Payment Default interest Representation and warranties Undertakings on conduct of business Conditions precedent to agreement Conditions precedent to settlement Waiver of conditions Effect of termination No assignment Publicity confidentiality Merger Notices Payment of expenses Entire agreement, amendments and waivers Headings and table of contents Severability

EXECUTION SCHEDULES Agreement for Sale and Purchase of Shares

Share sale and purchase agreement executed this PARTIES 1 Jiale Wan & Yang Ge (the vendor) 2 Weifeng Xiao (the purchaser)

day of December 2010

BACKGROUND A The company has 100 issued and fully paid ordinary shares. C The vendor holds all the 100 shares in the company (the Shares). D The vendor has agreed to sell, and the purchaser has agreed to purchase, the shares on the terms and conditions set out in this agreement.

AGREEMENT 1 1.1 Definitions and interpretation Definitions In this agreement and its Schedule the following terms will have the following meanings: interest rate means a rate of interest calculated by taking the 90 day prime commercial bill rate on the relevant day, or the nearest business day, and adding an additional 6 per cent. security interest means any security interest under the Personal Property Securities Act 1999 (whether or not perfected) and any charge (whether fixed or floating or both), pledge, lien, right to equitable interest in, or other encumbrance (other than any lien or encumbrance arising by operation of law) affecting the shares. settlement date means 4 pm on the 31 January 2011, or the third working day after the day upon which all the conditions in clauses 9 and 10 are satisfied, whichever is the later. share purchase price means the sum of $170,000.00 1.2 1.2.1 Interpretation References Unless otherwise stated a reference to a clause or to a Schedule is to a clause in, or a Schedule to, this agreement. Plurals Words referring to the singular include the plural and vice versa. Writing Expressions referring to writing shall be construed as including references to words printed, typewritten or otherwise reproduced. Currency Unless otherwise stated, references to dollars and $ are references to the lawful currency of New Zealand. Execution This agreement may be executed: (a) in two or more counterparts, all of which are deemed originals, but which together constitute one agreement; and (b) by facsimile copies signed by the parties, provided that immediately after transmission of the executed agreement each party will forward to the others the original executed copies for the purpose of forming the counterparts referred to in (a) above. Sale and purchase of shares Subject to the terms and conditions set out in this agreement, and on the basis of the representations, warranties, and agreements contained within it, the purchaser agrees to purchase the shares from the vendor, and the vendor agrees to sell the shares to the purchaser, for the share purchase price. Dividends The purchaser of the shares is entitled to all dividends payable on the shares as from the 1st February 2011 If dividends are paid to the vendor then immediately after their receipt the vendor must account to the purchaser for them. Settlement Settlement of the sale and purchase of the shares will occur on the settlement date. Delivery of documents

1.2.2 1.2.3

1.2.4

3 3.1

3.2

4 4.1 4.2

Upon receipt of the share purchase price the vendor must deliver to the purchaser: (a) the share certificate, or certificates for the shares (if such certificates exist), or a statutory declaration by a director of the company that no share certificates have been issued; (b) properly signed transfers of the shares to the purchaser or its nominees in registrable form; and (c) all other documents listed below, the form and content of such documents to have been previously agreed between the vendor and the purchaser where appropriate: (i) a waiver signed by the shareholders of the company waiving all rights of preemption conferred on them by the constitution of the company in respect of the transfer of all of the shares; (ii) a resolution of the directors of the company approving the transfers of the shares and directing that upon presentation of those transfers duly executed the name of the purchaser and/or its nominees (as the case may be) be entered in the register of shareholders of the company as the owners of the shares; (iii) resignation in writing of name as a director of the company, and acknowledgment, in writing, by [him] [her] that no money is owing to [him] [her] whether by way of fees, salary, reimbursement for expenditure, compensation, or otherwise, and that [he] [she] has no claims of any nature against the company; and (iv) evidence of the release of the shares from all security interests. 4.3 On payment of the share purchase price the vendor must also deliver to the purchaser: (a) effective resolutions of the shareholders of the company appointing such persons as the directors of the company as the purchaser may notify, such appointments to be effective from the settlement date; (b) effective resolutions of the company altering its constitution as the purchaser may reasonably require; (c) the constitution, certificates of incorporation, minute books and all other books, documents, debentures, mortgages, agreements, registers, accounts, records, keys and papers belonging to or held by the company, or (in the case of documents, debentures, mortgage agreements and papers) to which the company is a party; (d) the companys copy of all documents of title, leases of premises and/or plant and vehicles, and of all hire purchase agreements and charges (to the extent such items have not already been made available under subclause (c) above); (e) any licences, distributorship, agency, and similar agreements under which the company sells or manufactures any products or applies any design or trade mark thereto (to the extent such items have not already been made available under subclause (c) above); and (f) certificates of registration and renewals of trade marks, registered designs, and patents, if any, held by the company and copies of all licences and registered user agreements relating to trade marks, registered designs and patents (to the extent such items have not already been made available under subclause (c) above). Payment On signature of this agreement the purchaser agrees to pay to the vendor the sum of $ 50,000.00 on account of the share purchase price. On settlement the purchaser must pay to the vendor the balance of the share purchase price by way of a bank cheque drawn on a trading bank acceptable to the vendor and delivered to the vendor or its agent prior to 4 pm on the settlement date. Default interest Except where it is the vendors fault, if any money payable to the vendor pursuant to this agreement is not paid on the settlement date then the purchaser agrees to pay to the vendor interest on such money at the interest rate, for the period from the settlement date until payment is made. Interest will be calculated on a daily basis without prejudice to any of the vendors rights and remedies under the agreement. Representation and warranties

5 5.1 5.2

The vendor warrants with the purchaser that: (a) the vendor has full corporate power and authority to sign and perform this agreement; (b) the vendor is the legal and beneficial owner of the shares in the capital of the company; (c) as at the settlement date, the shares will be held by the vendor free of all security interests; (d) there is no right or option for any such person to take shares in the capital of the company; (e) the vendor does not directly or indirectly own, nor is beneficially entitled to, any of the assets normally employed in the day to day operation of the business of the company; and (f) as at the settlement date the vendor will have repaid to the company any and all outstanding inter-company indebtedness, other than such debts as may occur during, or arise out of, the normal course of business, and that no such debts will be owing by the company to the vendor. 8 Undertakings on conduct of business Until the settlement date or the termination of this agreement, whichever is the earlier, the vendor undertakes to the purchaser that it will use its best endeavours as a shareholder of the company to ensure that the company does not: (a) enter into any further material obligations or contracts, other than those previously approved in writing by the purchaser; (b) create any further mortgages, charges, or otherwise encumber its assets or any of them; (c) other than any dividend referred to in clause 3.2 (if any) pay any dividend or make any other distribution to any shareholder from the companys profits in respect of the issued capital of the company; (d) do anything which may prevent or hinder the performance of this agreement; or (e) alter its constitution prior to the settlement date. Conditions precedent to agreement The creation of the contractual obligations represented by this agreement are subject to the vendor obtaining all necessary approvals, releases, and consents to enable it to pass good title to the shares free of all security interests at or before 5 pm on the 10th business day after the date of this agreement including: (a) the consent of all of the companys mortgagees or charge holders, if necessary, to the sale of the shares; and (b) the signature of a waiver of pre-emptive rights, under the constitution of the company, by the parties to the transfer of the shares. Conditions precedent to settlement The obligations of the vendor to complete settlement of the sale and purchase of the shares are subject to the satisfaction of unconditional releases of all guarantees, indemnities, or assurances, or like kind given by the vendor in respect of any obligation of the company prior to the date specified in clause 9. Waiver of conditions In the event that any of the conditions contained in clauses 9 and 10 are not satisfied then either party (in the case of clause 19) or the vendor (in the case of clause 10) has the right to terminate this agreement and no party shall have any claim against the other, other than claims arising out of the obligations in clause 14. Either party may choose to waive its right to insist on the satisfaction of any one or more of the conditions precedent. In the event that both parties waive any one or more of the conditions precedent in clause 9, or the vendor waives the requirement of satisfaction of a condition precedent in clause 10, then any such waived condition precedent is deemed to be satisfied on the date of waiver. Effect of termination In the event of termination of the agreement pursuant to clause 11 this agreement is void and,

10

11

12

except as provided in clause 14, has no effect. None of the parties to this agreement have any liability to any of the other parties except for any breach of this agreement prior to such termination. 13 No assignment Neither party to this agreement has the right to assign its benefits under this agreement to any third party, except to a subsidiary or associated company within its group, nor to prevent it assigning pursuant to a corporate reconstruction. Publicity confidentiality Except as required by law, and the Rules of the New Zealand Exchange Limited, no announcement is to be made by the vendor or the purchaser as to the subject matter or terms of this agreement, except at such time and in such form and manner as they agree in writing. In the event that the sale of the shares does not proceed the purchaser agrees not to disclose, whether directly or indirectly, any information relating to the company and its business without the prior written consent of the vendor. Any such disclosure that is detrimental to the business of the company is actionable by the company and the vendor and a benefit is conferred on the company under the Contracts (Privity) Act 1982 for this purpose. Merger Notwithstanding any rule of law to the contrary, none of the representations, undertakings, warranties and covenants contained in this agreement will merge or be extinguished upon settlement, but will continue to remain in full force and effect. Notices All notices and other communications provided for, or permitted, in this agreement, or as between the parties must be sent by airmail with postage prepaid, delivered by hand, or sent by facsimile transmission as follows: (a) in the case of the vendor, to facsimile number number; and (b) in the case of the purchaser, to facsimile number number. or such other address or person as either may specify by notice in writing to the other. All such notices or communications are deemed to have been duly given or made: (a) if mailed, 3 days after being deposited in the mail by the sender with postage prepaid; (b) on delivery, when delivered by hand by the sender; and (c) if transmitted by facsimile, upon completion of transmission and issue of a transmission report confirming satisfactory transmission. Payment of expenses Each party will pay all fees and expenses incurred by it in connection with this agreement. Entire agreement, amendments and waivers This agreement (and any Schedules to it) constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, negotiations, representations, and discussions, whether oral or written, of the parties. The vendor makes the representations and warranties set forth in clause 7 and no others. Any and all implied warranties are expressly excluded. No supplement, modification, or waiver of this agreement is binding unless in writing and signed by the parties. The vendor and/or the purchaser may, at its or their option, waive, in writing, any or all of the conditions in this agreement to which its or their obligations are subject. No waiver of any of the provisions of this agreement is to constitute a waiver of any other provision (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. Headings and table of contents

14 14.1

14.2

15

16 16.1

16.2

17

18

19

The headings and the table of contents are inserted for convenience and reference only and shall not affect the meaning or interpretation of this agreement. 20 Severability In the event that any one or more of the provisions contained in this agreement shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this agreement or any other such instrument.

EXECUTION SIGNED by: Vendor ) Jiale Wan Yang Ge SIGNED by Purchaser: ) Weifeng Xiao