______(hereinafter referred to as “Party A”)hereby agree that will use the consulting service provided by Business Connect China Company Limited, a Hong Kong corporation (hereinafter referred to as “Party B”) as its investment consultant.
Both parties hereby mutually agree upon the cooperation issues as set forth below:
“Investee” means the party which desires to finance and recommended by Party B, will change its financial structure, control right or ownership, of the entire or part of its equity, creditor’s rights, either by selling, exchange or other manners, including but not limited to, asset sales, share flotation, acquisition, joint venture, equity investment, Recapitalization.
“Transaction” means the disposal of investee’s equity or creditor’s rights, either in whole or in part, including but not limited to, asset sales, share flotation, acquisition, joint venture, equity investment, Recapitalization which might occurs the change of Party B’s financial structure, control right or ownership, between Party A and/or its parent ,affiliate and the investee recommended by Party B.
“Total consideration” means, any prepaid, payable, assigned or allocable which concerned with the deal, or the total consideration of any company, shareholder or stockholder, who will participate into the deal in expectation.
二、乙方的责任义务 Responsibility and Obligation of Party B ：
Get to know the status of Party A’s business, operation, property, financial and its prospect on the basis of information provided by Party A.
Arrange negotiation and communication meeting for Party A and the demand side.
Cooperate with legal consultant, accountant, auditor, assets estimator and other consultants recommended by Party A, to carry out the foregoing works, upon the reasonable requirement and instruction of Party A; Nevertheless, Party A hereby understand that Party B will not be liable and provide any suggestions relating to tax, audit, actuary or legal.
Assist to plan the clauses of the investment cooperation project, including but not limited to, financing plan, joint venture plan, between Party A and the demand side.
Provided that any extra service not mentioned hereof is needed by Party A, both parties will mutually sign a amendment to stipulate the nature, scope, payment and other related issues therein.
三、甲方的责任义务Responsibility and Obligation of Party A ：
Party A undertakes to provide comprehensive and valid information for Party B to carry out investment consultation.
Party A undertakes to pay Party B service fees and any other related charges in accordance with the terms under this agreement. In the event of any costs and expenses arising out of arbitration or litigation for payment hereunder, such costs and expenses shall be borne by Party A.
Party A is entitled to be regularly reported by Party B on the progress of the transaction.
四、服务佣金及支付：Service Commission and its Payment
Party A hereby agrees to pay Party B commission for completed investment service as remuneration.
1)投资服务完成佣金：在甲方成功向资金需求方投资的情况下，甲方应向乙方支付交易的总对价的一定比例的佣金作为投资顾问完成佣金：甲方若以债权的形式投资，甲方向乙方支付交易总对价的百分之___ 作为投资顾问完成佣金；甲方若以股权的形式投资，甲方向乙方支付交易总对价的百分之___ 作为投资顾问完成佣金；甲方若以股权加债权的混合形式投资，债权部分的投资按百分之___ 计算，股权部分的投资按百分之___ 计算，两部分加和作为甲方应支付乙方的投资顾问完成佣金。此项佣金不包括在投资过程中甲方需要另行聘请中介机构（如境内外律师、会计师、审计师、保险精算师、资产评估机构等）而产生的或需要向相关监管机构支付的费用。
Service commission for completed investment: subject to the completion of investment by Party A to its investee(s), Party A shall pay Party B a certain proportion of the total consideration as commission for the consulting services provided. In the event Party A invested in the form of creditor’s rights, then ____% of the total consideration shall be paid by Party A to Party B; In the event Party A invested in the form of equity shares, then ____% of the total consideration shall be paid by Party A to Party B; In the event Party A invested in the form of a combination of creditor’s rights and equity shares, then an aggregate of commission, being ____% and____% of the total consideration for creditor’s rights and equity shares respectively, shall be paid by Party A to Party B. No commission hereunder shall be accruable by Party B for additional charges paid by Party A from appointment of service agencies (including but without limiting domestic and overseas lawyers, accountants, auditors, actuaries, asset rating institutes) or from relevant regulators.
The completion of investment service shall be deemed in effect upon signing of investing and financing agreement entered into between Party A and the investee recommended by Party B. Party A shall pay the commission for completed investment service to Party B’s designated bank account by bank trasnfer within ten (10) days upon endorsement of the investing and financing agreement. Should Party A fail to make payment of the commission in accordance with the terms herein, Party B shall be entitled to collect a penalty of 5‰ total amount payable on a daily basis for overdue until complete settlement of payment.
Travel Expenses: In the event that Party B has to travel outside its office for purposes of the project hereof, all costs and expenses (including but without limiting travel, accommodation fees) thus generated shall be borne by Party A. Party B should apply with Party A for prior consent before the trip, or such costs and expenses shall be borne by Party B itself.
五、合作方式Methods of Cooperation:
Service period for investment consultation: both parties hereby agree to enter into investment consultation for a period of ____ months, during which Party A undertakes to cooperate with Party B and make payment of service commission for completed investment in accordance with article 4 hereof.
Lock-up Period of investee recommended by Party B: In the event that the investee recommended by Party B entered into investing and financing agreement with Party A within 24 months upon termination of this agreement, Party B shall be deemed to have completed consulting service for investment and shall be entitled to collect commission from Party A in accordance with article 4 hereof.
Nature of Responsibility: Party A hereby acknowledges and agrees that Party B is employed for investment consultation purposes only. Therefore, Party B is independent contractor and shall be held liable to Party A solely for its obligations hereof. Party A is the first in line responsible to make payment hereof. Party A shall disclose to Party B all relevant information regarding its investing and financing agreement with investee(s), capital arrangements and financing details.
This Agreement shall take effect on the signature date and shall remain in full force for _____ month. Any party can terminate this Agreement pursuant to Article 8 herein. The obligation of payment, confidential and the rules of lock-up period, shall survive the termination of this Agreement.
七、声明与保证 Representation and Warranty：
Both parties hereby respectively guarantee that either is entitled to sign this Agreement. This Agreement is legal, valid, mutually binding and will be performed lawfully.
As either situation below occurs, this Agreement might be terminated:
Both parties confirm the service content hereof is fulfilled and the contractual liability has been fully performed by both parties;
Provided that one party defaults, the other party shall have the right to terminate and not to assume liabilities accordingly.
On expiry of this Agreement, either party doesn’t give a prior written notice to the other party to apply for deferring one month in advance.
Provided that any force majeure arising, including but not limited to, earthquake and war, or any party, of cooperation, joint venture, or acquisition hereunder, declares its bankruptcy, which makes this Agreement unable to fulfill, the Agreement can be cancelled with mutual consent.
In the event that any situation changes, which leads to the conditions for performing this Agreement does not exist, the Agreement can be cancelled with mutual consent.
Both parties shall keep the terms of this Agreement confidential. Party B shall not use, disclose or divulge any confidential information which acquired or developed in connection with Party B’s financial statement, report and other documents to any third party, except that such information was in the public domain at the time of disclosure, or get written approval from Party A (Party B’s reasonable usage of such information by complying with Article 2 herein shall be deemed as the acquirement of written approval from Party A).
This Agreement is executed in both English and Chinese. Should there be any inconsistency or conflicts between the two language versions, the Chinese version shall prevail.
十一、适用法律 Applicable laws：
This Agreement shall be governed by the laws of Hong Kong. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be referred to and finally determined by arbitration in in Hong Kong, under the auspices of Hong Kong International Arbitration Center (“HKIAC”), before a sole arbitrator. The arbitrator shall be appointed by HKIAC Council in accordance with its procedures for the selection of a sole arbitrator, with the final appointment being made in the absolute discretion of HKIAC Council. The arbitrator shall apply the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in effect at the time of the arbitration. The language to be used in the arbitral proceedings shall be Chinese, and documentary evidence in other languages must be accompanied by a translation into Chinese when submitted in the arbitral proceedings. Judgment on the award may be entered in any court having jurisdiction thereof. All evidence disclosed, and submissions made, as part of the arbitration shall remain at all times confidential, subject to any duties that a Party has to make disclosure to others as required by law, which disclosure shall be limited to that which is absolutely required. This Section shall not preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitrator(s) is/are directed to award the prevailing Party its reasonable attorney fees and costs incurred as part of the arbitration.
Entire agreement: This Agreement supersedes all prior oral or written negotiations and agreements, and constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement shall be only amended by a mutual agreement in writing.
Invalid rules: In the event that any of the provisions of this Agreement will be held by a court or other tribunal of competent jurisdiction to be illegal, invalid or unenforceable, such provisions will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.
Counterpart: This Agreement shall be written and signed in two (2) duplicates. Each counterpart or scanned copy of the undersigned Agreement will be deemed an original.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK FOR SIGNATURE
甲方 Party A： 乙方Party B：
授权代表Authorized Representative 授权代表Authorized Representative