Amendment to Technical Consultation and Service Agreement

 

Exhibit 10.6

 

Amendment to Technical Consultation and Service Agreement

  

This Amendment to Technical Consultation and Service Agreement (the “Amendment”) is made and entered into as of the 25th day of February 2018, by and between Chongqing Jinghuangtai Enterprise Management and Consulting Co., Ltd., a wholly foreign-owned enterprise registered in China (“Party A”), and Chongqing Penglin Food Co., Ltd., a limited liability company registered in China (“Party B”), all of whom enter this agreement under the following terms and conditions:

 

WITNESSETH:

 

WHEREAS, the Technical Consultation and Service Agreement (the “Agreement”) was made and entered in to as of the 9th day of October 2017 by and between Party A and Party B; and

 

WHEREAS, the former shareholder, Taizhou Qisi Ruilin Investment Management Limited Partnership transferred 0.8%, 0.8%, 0.8% and 0.7% equity of Party B to ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇ ▇▇▇ and ▇▇. ▇▇▇▇▇▇ ▇▇▇▇, respectively on February 24, 2018.

 

NOW, THEREFORE, in consideration of, and for the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree to amend the Agreement as follows:

 

1.

Amendments

 

“Annual Fee” of “Exhibit Provisions on the payment standard and method of technology service fee” of the Agreement is hereby amended and replaced in its entirety to read as follows:

 

Party B should pay 100% of net profit after tax of Party B accepted by US GAAP to Party A as the annual fee (the “Annual Fee”) of technology support and service herein. The Annual fee should be paid to the designed bank account of Party A within 15 working days after the first day of each quarter of the year.”

 

 

2.

Effect of Amendment. The provisions of the Agreement are amended and modified by the provisions of this Amendment. If any provision of the Agreement is materially different from or inconsistent with any provision of this Amendment, the provision of this Amendment shall control, and the provision of the Agreement shall, to the extent of such difference or inconsistency, be disregarded. Except as expressly provided in this Amendment, all of the terms and provisions in the Agreement are and shall remain in full force and effect, on the terms and subject to the conditions set forth therein. This Amendment does not constitute, directly or by implication, an amendment or waiver of any provision of the Agreement, or any other right, remedy, power or privilege of any party thereto, except as expressly set forth herein. For the avoidance of doubt, and notwithstanding anything in this Amendment, to the extent any of the provisions of this Amendment, or any of the matters contemplated hereby, conflict with, or require (or are subject to) disclosure by the parties pursuant to the Agreement, or if any such non-disclosure or any other term of this Amendment would constitute an inaccuracy or breach of any of the representations, warranties or covenants of the parties in the Agreement, such conflict, requirement or breach is hereby waived.

 

3.

Single Agreement. This Amendment and the Agreement, as amended and modified by the provisions of this Amendment, shall constitute and shall be construed as a single agreement. The provisions of the Agreement, as amended and modified by the provisions of this Amendment, are incorporated herein by this reference and are ratified and affirmed. The term “Agreement” as used in the Agreement shall be deemed to refer to the Agreement as previously amended and as amended hereby.

 

4.

Entire Agreement. The Agreement, as amended and modified by this Amendment, and the documents or instruments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to its subject matter.

 

5.

Miscellaneous. Other sections of the Agreement are hereby incorporated herein by reference and apply to this Amendment as if all references to the “Agreement” contained therein were instead references to this Amendment.

 

[The remainder of this page is intentionally left blank.]

 

 

[Signature page]

  

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above.

 

Party A:

Chongqing Jinghuangtai Enterprise Management and Consulting Co., Ltd.

 

By:	/s/ Zeshu Dai
Name:	Zeshu Dai
Title:	Legal Representative
Party B:	Chongqing Penglin Food Co., Ltd.
By:	/s/ Zeshu Dai
Name:	Zeshu Dai
Title:	Legal Representative