China International Private Equity Forum
Overseas Representative Office Strategic Cooperation Agreement

Party A is the solely designated organizing manager for the China International Private Equity Forum ("CIPEF") and it specializes in providing professional equity investment and financing advisory services. Party B is ____________. The two parties voluntarily reached a specific agreement to share resources, promote business cooperation, increase the influence of the CIPEF as an international investment and financing platform and attract more outstanding foreign investment institutions and enterprises seeking capital.

I. Principle of Cooperation
The strategic partnership between Party A and B is established on the principles of equality, voluntariness, resource sharing and mutual benefit. Leveraging the professional advantages, both parties can complement each other's resources, promote each other's businesses and explore potential client resources. Thus the partnership can promote growth. Through long-term cooperation, both parties will have stable CIPEF client basis and service brands.

II. Model of Cooperation
1. It is agreed that the model of cooperation for both parties is that Party B will be Party A's representative in Party B's country. Both parties will work together on CIPEF's promotion, invite organizations to participate in conferences and provide capital raising advisory services.
2. Party A designates Party B as CIPEF________county________regional representative. Chief Representative Name________Telephone________E-mail________This representative office will assist Party A in the region with CIPEF marketing, business invitation for conferences, activity organizations and other events. Party B will be responsible for the business practices outside of Party A's specified activities in the Agreement. Party A does not assume any responsibility for these activities.
3. Party A can assign staff to the representative office of Party B as necessary. Party B shall provide the necessary working conditions to meet the staff's demand.

III. Contents of Cooperation
Party A and B form a cooperative partnership but not limited to the following activities: CIPEF and the branch conference's promotion, initiating road shows, inviting organizations to CIPEF and CIPEF Investment and Financing Club, providing investment training, and client recommendations. The detailed contents are as follows:

1. Party B will provide the CIPEF local marketing support, invite organizations to conferences and organize other events under Party A's guidance.
2. When Party A has road shows in Party B's region, Party B shall assist Party A with finding hotel accommodations, inviting organizations to conferences, organizing local media and coordinating with the relevant agencies.
3. When Party A has investment training in Party B's region, Party B shall assist Party A with obtaining training venues, seeking participants and coordinating with relevant agencies.
4. When Party A organizes business tours in Party B's region, Party B shall assist Party A to design the tour and coordinate with relevant agencies for the tour.
5. Party B will provide brand promotion, invite organizations to conference and organize other investment activities for the CIPEF Investment and Financing Club under Party A's guidance.
6. Party A and B shall recommend and introduce high-quality clients to each other.
7. Party A will provide business support in Mainland China for Party B based on Party B's needs regarding business development.
8. During cooperation period of Party A and B, both Parties' websites will have links to each other's sites.
9. Party A and B can both share their operating team. These teams can participate in each other's business events to enhance each other's business growth.

IV. Rights and Obligations
Rights and obligations of Party A
1. Party A shall provide Party B with the cooperative program-related training and market-development support and assistance.
2. Party A has the right of supervision and regular appraisal of the work of Party B within the cooperation scope.
3. Within the cooperation period, Party A shall have Party B's internet address link on the front page of the official website of CIPEF during the Forum. Party B's logo shall also be included in the related promotional materials used in marketing the Forum.

Rights and obligations of Party B
1. Within the cooperation period, Party B can establish relationships with enterprises as the representative office of CIPEF.
2. During the period of cooperation, Party B cannot act beyond the business scope defined by the Agreement or authorized by Party A in the name of the representative office of CIPEF.
3. In the cooperation period, Party B will be awarded the title of the CIPEF supporting organization and enjoy all corresponding rights.
4. In the cooperation period, Party B will be listed as a senior member of the CIPEF Investment and Financing Club. If the senior member's interests (Stated in Appendix I) are inconsistent with the corresponding provisions of the Agreement, Party B shall be accorded optimum privileges.
5. Party B must strictly abide by all the provisions of CIPEF Overseas Office Management Rules (See Appendix II).
6. Party B will be offered four free participation passes for the CIPEF organized by Party A, and two free participation passes for any of the events related to the CIPEF to be held by Party A.
7. Party B shall submit a report after each event involved with Party A, and submit a quarterly report on the work defined by the Agreement before the last weekend of each corresponding quarter. The reports will be a reference of the performance of Party B.

V. Profit Sharing and Expense Allocation
1. For the purpose of completing a profit earning project, Party B will assist Party A to organize activities including road shows, investment and financing training, and business tours in the region where Party B is located. According to actual profit earned, Party A shall pay Party B a certain percentage of commission. The specific amount or percentage is negotiated by both parties.
2. When Party B invites organizations to the CIPEF and CIPEF branch conferences in its responsible region, Party B shall have a proportion of the commission based on the same standard of CIPEF Agency Commission. Party B shall bear the expenses incurred when inviting organizations to conferences.
3. When Party B invites organizations to the CIPEF Investment and Financing Club in its region, Party B shall have a proportion of commission based on the same standard of CIPEF Investment and Financing Club Agency Commission. Party B shall bear the expenses incurred for business invitation.
4. When Party A assists Party B to develop the business in China, Party B shall pay a certain amount of compensation according to the actual expenses incurred by Party A. The specific amount or percentage is negotiated by both parties.
5. When Party B recommends investment projects or institutions to Party A in the investment and financing advisory services, or when Party A recommends clients to Party B for business development, the specific profit sharing is negotiated on a case-by-case basis. In principle, each party shall bear all expenses incurred as a result of client resource collection and business development.
6. When both parties organize an event together, according to the cooperative tasks allocated, the profit distribution is negotiated by both sides and agreed in an appendix agreement. Each party shall bear its own expenses in principle.

VI. Declaration and Commitment
1. All Parties state that they are legitimate organizations established in accordance with law and each party has been legally authorized to sign and perform this Agreement.
2. All Parties state that the information provided to each other is accurate and legal.

VII. Confidentiality
1. Each party shall keep the client information, business scope, working progress and business secrets confidential.
2. In order to execute this Agreement, recipient of the information has the right to disclose information to its customers except for information which is expressed clearly in written form not to be disclosed by the information provider.
3. The termination or dissolution of this Agreement does not affect the parties' responsibility to perform the confidentiality agreement.

VIII. Cooperation Period
The cooperation period shall be for one year starting on the date when the agreement is effective. Both Parties may renegotiate a new agreement 30 days before the expiration of this Agreement. If there is no new signed agreement and there is no dispute in the old agreement when this Agreement expires, both Parties agree that this Agreement will automatically be extended for one year.

IX. Breach of Contract Terms
1. Both Parties form a partnership in accordance with the provisions of this Agreement for cooperation. If one Party breaches the contract or makes false statements and promises, the other party will have the right to terminate this Agreement.
2. If one party does not fulfill the obligation of confidentiality, or violates other terms of the contract that causes loss to the other party, the other party shall be compensated for the resulting loss.
3. Party B, as the designated regional representative office in the country, shall fulfill its obligations and responsibilities mandated by Party A. If Party B violates this Agreement or causes any loss and damage to Party A and CIPEF participating organizations, Party B shall do everything possible to eliminate the adverse effects and compensate for the loss. Party A reserves the right to unilaterally terminate this agreement and disqualify Party B as the representative office.

X. Other Matters
1. If there are uncontrollable forces or other unforeseeable events which make the performance of this Agreement impossible, unnecessary or meaningless, either party may terminate this agreement. Subject to uncontrollable forces, the party shall take all necessary measures to reduce losses. Otherwise, the party will be responsible for the extended liability.
2. If there are reasons to terminate the Agreement in advance, the party should provide written notice to the other party at least 30 days prior to the termination. Except for any written agreement, discharge or termination of this Agreement does not affect the profit sharing agreed to on the prior recommended projects.
3. This Agreement applies the laws in China. Regarding matters uncovered in this Agreement, each Party shall try its best to settle. If there are matters that cannot be solved by mutual agreement, both Parties will select the "Tianjin International Economic and Financial Arbitration Center of the China International Economic and Trade Arbitration Commission" as a dispute resolution mechanism for arbitration or any party may have Party A's local people's court of jurisdiction conduct the litigation.
4. This Agreement is signed on the date that is described in the previous pages and is effective when signed. This Agreement has two copies and Party A and B each has one copy.