Listing & Financing Consultancy Agreement Party A: Henan Shuncheng Group Coal Coke Co., Ltd. Party B: USA Wall Street Capital United Investment Group Limited
Exhibit 10.6
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Listing
& Financing Consultancy
Agreement
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Party
A: Henan Shuncheng Group Coal Coke Co.,
Ltd.
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Party
B: USA Wall Street Capital United Investment Group
Limited
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This
agreement is entered into as of June 1, 2010 among the following parties in
Chaoyang Distruct, Beijing, the People’s Republic of China (the
“PRC”):
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(1)
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Henan Shuncheng Group Coal Coke
Co., Ltd. (hereinafter referred to as Party
A)
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(2)
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USA
Wall Street Capital United Investment Group Limited (hereinafter referred
to as Party B)
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(3)
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Party
A’s shareholders:
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(3-1)
Name: Wang
Xinshun Nationality: PRC
ID
No.:
410522196102260639 Address: ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇
(▇-▇)
▇▇▇▇: ▇▇▇▇
▇▇▇▇▇▇▇ Nationality: PRC
ID
No.:
410522195606100634 Address: ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇
(▇-▇)
▇▇▇▇: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Nationality: PRC
ID
No.: 41522197712280615
Address: Anyang
City, Henan Province, PRC
Definitions
and Interpretation
Unless
otherwise specified, the following expressions have the following meanings in
this agreement:
SEC:
refers in particular to U.S. Securities and Exchange Commission.
Shell
Company: refers to a legal valid listed company with no legal dispute and debt
which is legally registered in SEC.
Listed
Company: refers to a public company which is legally registered in
SEC.
Holding
Company: refers to a company incorporated overseas which is held by the actual
controller of Party A.
SPAC
Company: refers in particular to a cash shell company which is merged with Party
A to realize the reverse merge of Party A.
GAAP:
refers in particular to Generally Accepted Accounting Principle.
PCAOB:
refers in particular to Public Company Accounting Oversight Board.
USA Wall Street Capital United Investment Group Limited
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Article
1
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Party
A and its shareholders engaged Party B as its exclusive financial
consultant to provide services for Party A’s listing and financing in USA
and Party B accepted such engagement. For the purposes of equal
cooperation and mutual development, and upon friendly negotiations, the
Parties hereby reach and conclude this Agreement and reduce such Agreement
to writing.
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Article
2
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The
financial consulting services provided by Party B to Party A includes but
is not limited to:
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2.1
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Listing:
assist Party A to be listed in the U.S. stock
exchanges;
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2.2
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Financing:
recommend Party A to the fund and investors, to raise fund for Party A
through debt financing, equity financing,
etc.
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Party A
agrees to accept all the services provided by Party B. During the
effective term of this Agreement, except the third party designated by Party B,
without any written consent from Party B, Party A shall not accept any financing
and listing services provided by any third party and shall not cooperate with
any third party on the matters contained herein.
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Article
3
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Key
Steps of the Listing and Financing
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3.1
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First
Step: Party B is responsible for arranging for the purchase of an American
public company which is listed in the U.S. markets (hereinafter as “Shell
Company”) and which is approved by U.S. Security Exchange Commission
(“SEC”).
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3.2
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Second
Step: After Party A completes relevant onshore and offshore
reorganizations and provides Party B the qualified legal due diligence
report and U.S. GAAP audit report, with the lawyer to be responsible for
the legal documents and the working schedules, Party A shall complete the
merger with the American Shell Company through a series of agreement
arrangements to realize the listing in
America.
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3.3
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Third
Step: After Party A and the Shell Company merged, Party B shall assist
Party A to do relevant preparations required by U.S. SEC, to arrange the
road show activities, to conduct the public offering, and to raise fund
for the enterprise’s further expansion and
development.
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USA Wall Street Capital United Investment Group Limited
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Article
4
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Expected
Earnings Committed by Party A
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The legal
net profit after tax of 2009 is above 16 million USD, the legal net profit after
tax of 2010 is above 18 million USD and the legal net profit after tax of 2011
is above 20 million USD.
Special
Note:
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(1) The
net profit after tax in USD provided in this Article is calculated based
on the average exchange rate of RMB to USD of that
year.
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(2) The
sole criterion for the above financial data shall be the submitted U.S.
GAAP audit result after the auditing conducted by the account firm with
PCAOB qualification.
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Article
5
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Party
A’s Responsibilities and
Obligations
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5.1
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Party
A shall establish a special team to cooperate with Party B to conduct the
pre-listing preparatory work (including the design work of financial
system, legal system and business mode, etc.), and Party A appoints _Wang Feng____
to be Party A’s contact person (Tel: _____ and Mobile: _____) to take
charge of all correspondence
delivery.
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5.2
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Party
A shall provide all the documents and materials required for the listing
to Party B or to Party B’s designated professional consultants timely
according to Party B’s requirements, and shall make revisions or
adjustments to relevant parameters and documents according to Party B’s
requirement raised based on American laws and
regulations. Party A shall ensure its provided documents are
true, complete, adequate, accurate and
valid.
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5.3
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Party
A shall ensure that it does not have any existing or potential debt
disputes or other legal disputes; Party A shall also ensure that its
financial status remain clear, and there is no big difference between the
financial data provided by Party A and the actual data after the
auditing.
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5.4
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In
order to procure Party A to obtain relevant legal and financial documents
for the listing and financing as soon as possible, Party A shall fully
cooperate with the American auditors, lawyers and other professionals
recommended by Party B, and shall pay relevant expenses on
time.
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5.5
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Party
A shall timely, honestly, and fully answer the questions raised by Party
B, the investor, other agencies recommended by Party B and the
SEC.
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5.6
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Party
A shall spare no effort to operate the enterprise’s business, to ensure
reaching the expected business goal of the
enterprise.
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5.7
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Party
A shall coordinate with Party B to complete the road show, press
conference and the fund promotion event and other activities arranged by
Party B for the listed company.
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5.8
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Party
A and its shareholders shall pay Party B the consulting service fees
according to this Agreement and other relevant
agreements.
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USA Wall Street Capital United Investment Group Limited
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Article
6
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Obligations
and Liabilities of Party B
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6.1
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Party
B shall seek qualified listing shell and investors for benefit of Party B
and provide assistance in trade between Party A and the listed shell or
the investors. Party B designates Gong Sen Shan as the contact person
(Telephone ▇▇▇-▇▇▇▇▇▇▇▇ and Cell ▇▇▇▇▇▇▇▇▇▇▇) who will be in charge of
communications related.
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6.2
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Party
B shall be responsible for the selection of qualified accounting firm, law
offices, assessment firm and other intermediate
agencies.
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6.3
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Review
and analyze Party A’s market value, operation system and financial
condition; analyze and assist Party A to determine the anticipated
operation achievements, fund demand and financing form; propose and
implement the scheme for Party A’s listing in America stock
exchanges.
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6.4
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Party
B shall instruct, assist, coordinate Party A to complete all the
pre-listing preparation work (including design of financial system, legal
system, business model and other jobs), so that Party A will be in full
compliance with legal requirements and listing qualification of the United
States.
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6.5
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Party B may
provide Party A consultation services regarding
American laws, accounting principles and transaction rules on its own or
through its designated intermediate agencies. Party B shall introduce and
promote the listing company to institutional investors, fund investors or
individual investors on its own or through designated
intermediate agencies.
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6.6
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Party B shall introduce and
recommend various financial instruments to the Listed Company on its own
or through its designated agencies, and shall keep liaison with stock
market maker, stock conversion institute, financial public relationship
institute, financial printing company, and financial analysis company,
etc. for Party A.
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Article
7
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Oversea
Listing Expenses and Party B’s
Remuneration
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7.1
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All
the expenses arising from the oversea listing and financing shall be borne
by Party A.
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7.2
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Equity
and Payment
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7.2.1
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After
the successful purchase of the American shell, Shareholders of Party A
agree to transfer 20% of shareholdings or its equivalent (including but
not limited to cash, material possession, interests or stocks of listed
company) of the after-incorporation company to Party B or any person,
entity or organization designated by Party B as contingent fee. Party A
shall not require Party B to pay any additional cash, property or other
equivalent as consideration for this share
transfer.
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7.2.2
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Base
on the actual needs in the listing process and the laws of People’s
Republic of China and the United States, parties hereto may execute
supplemental agreement as of the time and form for Party B’s shareholder
to transfer shares as consideration to Party A’s financial consultant
service.
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7.3
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After
the closing of oversea listing, Party A’s rights and obligations hereunder
shall be assumed by the listing company; the listing company and Party A’s
shareholder shall be liable for post-closing expenses, including but not
limited to: fees related to maintaining listing company’s listing status,
and service fee in accordance with this Agreement and other related
agreements.
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Article
8
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Warranty
Clause
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8.1
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It
is a complex systematic project for the capital operation of listing and
financing, so the trust and cooperation among the parties is particularly
important. Party A hereby guarantees that he will listen to and accept the
legitimate and reasonable proposal put forward by Party B during the
process of capital operation in U.S. Party B hereby guarantees that all
the proposals shall be put forward under the consideration of maximizing
Party A’s long-term interests, and undertakes that he will make every
effort to provide financing services for Party A by making full use of
various resources with his professional skills under the principle of
honest, which is the guild regulation of American investment
banking.
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8.2
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If
the merge and financing activities are stopped half-way by Party A, or the
merge business is failed due to Party A’s reason, Party A shall compensate
Party B for all its losses.
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8.3
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During
the effective period of this agreement, Party A shall not come to an
agreement with the investor, lawyer, auditor or other institutes and
personnel other than Party B or being recommended by Party B. Otherwise,
it will be deemed that Party B has performed all the obligations
hereunder, and Party B has the right to request Party A to pay all the
remuneration and fees specified
herein.
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USA Wall Street Capital United Investment Group Limited
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Article
9
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Confidentiality
Clause
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During
the process of cooperation, each party shall confidentially and safely keep the
information or data disclosed to Party B by the other party, including but not
limited to the customer lists, statements, business plan, business mode, and
company resolution. Without the written consent of rightful owner, the party who
disclose such information on purpose or by mistake shall bear the
responsibilities of paying compensation for damage and taking remedial
measures.
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Article
10
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Liabilities
for Breach of Contract
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10.1
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Parties
hereto shall abide by terms and conditions hereof based on honesty and
good will. Unless force majeur occurs, in case that Party A ceases its
process to be listed not for reason of Party B or breach other provisions
hereof, then Party A shall pay to Party B a liquidated damages of 1
million USD as a penalty in addition to compensate any losses caused to
Party B.
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10.2
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In
case that the listing process fails or financing fund is not in place for
reasons at Party B’s side, then Party B shall return Party A all the
deposits paid by Party A and pay Party A liquidated damages of 1 million
USD as a penalty in addition to compensate any losses caused to Party
A.
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10.3
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This Agreement and its
supplemental agreement may involve entities (including but not limited to
holding company, wholly owned company or new company after incorporation
between Party A and the target company) established by Party A or its
shareholders for purpose of oversea listing and financing; for such
entities may not be established, registered or purchased as of this
Agreement and its supplemental agreement, Party A shall, upon the
establishment, registration or purchase of such entities, cause as a
precondition to the establishment, registration or purchase of such
entities that the entities shall be bound by this Agreement and its
supplemental agreement as of its establishment, registration or purchase.
In case that such entities decline to be bound by this
Agreement and its supplemental agreement, then obligations and rights of
such entities shall be assumed by Party A and its shareholders; further,
Party A and its shareholders shall, jointly and severally, be liable for
any legal liabilities in connection with such entities’ declination to
subsequently confirm and perform this Agreement and its supplemental
agreement.
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USA Wall Street Capital United Investment Group Limited
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Article
11
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Supplement
and Amendment
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11.1
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The
parties shall negotiate and resolve any further matters which are not
covered in this Agreement and shall enter into a supplement agreement in
writing.
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11.2
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This
agreement is written in Chinese, in sextuplicate and each party retaining
three copies thereof. All the copies have the same legal
effect.
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Article
12
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Commencement
and Term
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This
agreement shall be effective as of the date of being signed or sealed by both
parties hereof and its term shall end five years from the effective
date.
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Article
13
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Dispute
Settlement and Applicable Law
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13.1
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Both
parties’ activities in China and the issued legal documents shall be
governed by law of PRC. Both parties shall bear their respective
responsibilities for their activities in China and the issued legal
documents. All the services supplied by Party B to Party A in America
shall be governed by American law, and Party B shall bear the
corresponding responsibility.
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13.2
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Any
disputes arising from the process of performing the contract shall be
settled through the consultation by both parties. In case the dispute
cannot be resolved through consultation, the dispute shall be submitted to
the People’s Court in Chaoyang District, Beijing . The applicable law is
the law of the People’s Republic of
China.
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13.3
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This
Agreement shall supersede any prior oral or written understanding between
Party A and Party B.
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Party
A: Henan Shuncheng Group
Coal Coke Co., Ltd.
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Seal:
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Signature
of representative: /s/ Wang
Xinshun
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Signature
of company’s shareholder:
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Date:
June 1, 2010
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USA Wall Street Capital United Investment Group Limited
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Party
B: USA Wall Street Capital United Investment Group
Limited
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Signature
of representative: /s/ Wang Yushu
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Seal:
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Date:
2010 (year) 6 (month) 1 (day)
Signed
at: