8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest event Reported): April 19, 2010 (April 14, 2010)

DRAGON ACQUISITION CORPORATION(Exact name of registrant as specified in its charter)

Cayman Islands	000-52132	N/A
(State or other jurisdiction of	(Commission File Number)	(IRS Employer Identification No.)
incorporation or organization)

Floor 28, Block C
Longhai Mingzhu Building
No.182 Haier Road
Qingdao 266000
People’s Republic of China
(Address of principal executive offices)

(86) 532 8099 7969
(Registrant's telephone number, including area code)

c/o Nautilus Global Partners
700 Gemini, Suite 100, Houston, TX 77056
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[   ]         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ]         Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

[   ]         Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

[   ]         Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

This report contains forward-looking statements. The forward-looking statements are contained principally in the sections entitled “Description of Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “would” and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. These risks and uncertainties include, but are not limited to, the factors described in the section captioned “Risk Factors” below. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements include, among other things, statements relating to:

• our anticipated growth strategies and our ability to manage the expansion of our business operations effectively;

• our dependence on the growth of the real estate market in China and in the local areas in which we do business; and

• our ability to maintain or increase our market share in the competitive markets in which we do business.

Also, forward-looking statements represent our estimates and assumptions only as of the date of this report. You should read this report and the documents that we reference and filed as exhibits to this report completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.

USE OF CERTAIN DEFINED TERMS

Except as otherwise indicated by the context, references in this report to “we,” “us,” “our,” “our Company,” or “the Company” are to the combined business of Dragon Acquisition and its consolidated subsidiaries, Leewell, Oumei, Caoxian Industrial, Longhai Hotel, Longhai Real Estate, Oumei Real Estate, Qingdao Xudong, Weifang Longhai Industry, Weifang Longhai Properties, Weifang Qilu, Weihai Economic and Weihai Mingwei.

In addition, unless the context otherwise requires and for the purposes of this report only

• “Caoxian Industrial” refers to Caoxian Industrial Properties Co., Ltd., a PRC limited company;

• “Dragon Acquisition” refers to Dragon Acquisition Corporation, a Cayman Islands company;

• “Exchange Act” refers to the Securities Exchange Act of 1934, as amended;

• “Hong Kong” refers to the Hong Kong Special Administrative Region of the People’s Republic of China;

• “Leewell” refers to Leewell Investment Group Limited, a Hong Kong company;

• “Longhai Hotel” refers to Longhai Hotel Co., Ltd., a PRC limited company;

• “Longhai Real Estate” refers to Longhai Real Estate Properties Co., Ltd., a PRC limited company;

• “Oumei” refers to Qingdao Oumei Real Estate Development Co., Ltd., a PRC limited company;

• “PRC,” “China,” and “Chinese,” refer to the People’s Republic of China;

• “Qingdao Xudong” refers to Qingdao Xudong Real Estate Development Co., Ltd., a PRC limited company;

• “Renminbi” and “RMB” refer to the legal currency of China;

• “SEC” refers to the Securities and Exchange Commission;

• “Securities Act” refers to the Securities Act of 1933, as amended;

• “U.S. dollars,” “dollars” and “$” refer to the legal currency of the United States;

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• “Weifang Longhai Industry” refers to Weifang Longhai Industry Co., Ltd., a PRC limited company;

• “Weifang Longhai Zhiye” refers to Weifang Longhai Zhiye Co., Ltd., a PRC limited company;

• “Weifang Qilu” refers to Weifang Qilu Guotai Properties Co., Ltd., a PRC limited company;

• “Weihai Economic” refers to Weihai Economic & Technology Development Zone Longhai Properties Co., Ltd., a PRC limited company; and

• “Weihai Mingwei” refers to Weihai Mingwei Industry Co., Ltd., a PRC limited company.

In this report we are relying on and we refer to information and statistics regarding the real estate industry in China that we have obtained from various cited public sources. Any such information is publicly available for free and has not been specifically prepared for us for use or incorporation in this report or otherwise.

ITEM 1.01        ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Share Exchange Agreement

On April 14, 2010, we entered into and closed a share exchange agreement, or the Share Exchange Agreement, with Leewell, Longhai Holdings Company Limited, or Longhai Holdings, the sole shareholder of Leewell, and Mr. Antoine Cheng, the sole shareholder of Longhai Holdings, pursuant to which we acquired 100% of the issued and outstanding capital stock of Leewell in exchange for 29,235,000 ordinary shares, par value $0.002112 per share, which constituted 94.31% of our issued and outstanding shares on a fully-diluted basis as of and immediately after the consummation of the transactions contemplated by the Share Exchange Agreement.

Subscription Agreement

On April 14, 2010, we also completed a private placement transaction with a group of accredited investors. Pursuant to a subscription agreement with the investors, or the Subscription Agreement, we issued to the investors an aggregate of 2,774,700 units, or the Units, for an aggregate purchase price of $11,098,800, or $4.00 per Unit. Each Unit consists of one share of our 6% Convertible Preference Shares, par value $0.002112 per share, or the Preference Shares, and one warrant to purchase 0.5 ordinary shares, or the Warrants. The Warrants have a term of 5 years, bear an exercise price of $6.00 per share (subject to customary adjustments), are exercisable on a net exercise or cashless basis and are exercisable by investors at any time after the closing date.

Pursuant to the Subscription Agreement, we are obligated to file a registration statement covering the resale of the ordinary shares underlying the Preference Shares and the Warrants no later than thirty (30) days following the closing date and shall use our best efforts to cause the registration statement to be declared effective under the Securities Act as promptly as possible, but in no event later than 180 days following the closing date. If we do not timely file the required registration statement, or if it is not declared effective by the SEC in a timely manner, then we are obligated to pay to each investor a liquidated damages fee of 1% of such investor’s investment per month, for up to a maximum of 10% of each investor’s investment pursuant to the Subscription Agreement, except that we will not be obligated to pay any such fee if we are unable to fulfill our registration obligations as a result of rules, regulations, positions or releases issued or actions taken by the SEC with respect to Rule 415 of the Securities Act, so long as we register at such time the maximum number of securities permissible by the SEC.

Make Good Escrow Agreement

In connection with the private placement, Longhai Holdings pledged 7,500,000 ordinary shares in favor of the investors in order to secure certain make good obligations, pursuant to a make good escrow agreement, or Make Good Escrow Agreement, that we entered into with Longhai, Collateral Agents, LLC, the escrow agent, and Access America Investments, LLC, as representative of the investors. See Item 2.01 and "Description of Business – Our Corporate History and Background – Financing Transaction" below for more details regarding the Make Good Escrow Agreement, which disclosure is incorporated herein by reference.

Holdback Escrow Agreement

Also in connection with the private placement, we entered into a holdback escrow agreement, or the Holdback Escrow Agreement, with Collateral Agents, LLC, the escrow agent, Brean Murray, Carret & Co., LLC, the placement agent, and Access America Investments, LLC, as representative of the investors, pursuant to which $2,219,760 was deposited with the escrow agent to be distributed upon the satisfaction of certain covenants set forth in the Subscription Agreement. Pursuant to the Holdback Escrow Agreement, $1,109,880 will be released to the Company upon our satisfaction of a covenant regarding the composition of our board of directors and $1,109,880 will be released to the Company upon our satisfaction of a covenant regarding the hiring of a chief financial officer meeting the requirements specified in the Subscription Agreement. Pursuant to the Holdback Escrow Agreement, an additional $1,000,000 was deposited with the escrow agent to be released to us in incremental amounts to pay for fees and expenses relating to our obligations as a public company.

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IR Escrow Agreement

We also entered into an investor relations escrow agreement, or the IR Escrow Agreement, with Collateral Agents, LLC, the escrow agent, Brean Murray, Carret & Co., LLC, the placement agent, and Access America Investments, LLC, as representative of the investors, pursuant to which $120,000 was deposited with the escrow agent to be distributed in incremental amounts to pay our investor relations firm, the choice of which is subject to the placement agent's approval.

Lockup Agreements

In connection with the private placement, we also entered into a lockup agreement, or the Lockup Agreement, with Longhai Holdings and each of our directors and officers, pursuant to which each of them agreed not to transfer any of our capital stock held directly or indirectly by them for an eighteen-month period following the closing of the private placement.

The foregoing description of the terms of the Share Exchange Agreement, the Warrant, the Subscription Agreement, the Make Good Escrow Agreement, the Holdback Escrow Agreement, the IR Escrow Agreement and the Lockup Agreement are qualified in their entirety by reference to the provisions of the agreements filed as Exhibits 2.1, 4.1, 10.1, 10.2, 10.3, 10.4 and 10.5, respectively, to this report, which are incorporated by reference herein.

ITEM 2.01        COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

On April 14, 2010, we completed an acquisition of Leewell pursuant to the Share Exchange Agreement. The acquisition was accounted for as a recapitalization effected by a share exchange, wherein Leewell is considered the acquirer for accounting and financial reporting purposes. The assets and liabilities of the acquired entity have been brought forward at their book value and no goodwill has been recognized.

FORM 10 DISCLOSURE

As disclosed elsewhere in this report, on April 14, 2010, we acquired Leewell in a reverse acquisition transaction. Item 2.01(f) of Form 8-K states that if the registrant was a shell company immediately before the reverse acquisition transaction disclosed under Item 2.01, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10.

Since Dragon Acquisition was a shell company immediately before the reverse acquisition transaction disclosed under Item 2.01, we are providing below the information that would be included in a Form 10 if we were to file a Form 10. Please note that the information provided below relates to the combined enterprises after the acquisition of Leewell, except that information relating to periods prior to the date of the reverse acquisition only relate to Leewell and its consolidated subsidiaries unless otherwise specifically indicated.

DESCRIPTION OF BUSINESS

Business Overview

We are one of the leading real estate development companies located in Qingdao, Shandong province, China. In 2008, we were recognized in the Qingdao Construction Committee’s evaluation as one of the top ten real estate developers in Qingdao, measured by a combination of revenue, customer satisfaction, and several other factors.

Through our Chinese subsidiaries, we develop and sell residential and commercial properties, targeting middle and upper income customers in the coastal region of the Shandong peninsula (Greater Qingdao) located in northeastern China, including the cities of Qingdao, Weihai, and Yantai, as well as other inland locations, including Weifang.

As of March 15, 2010, we have completed 14 projects having a gross floor area, or GFA, of 1,099,944 square meters, of which more than 90.7% has been sold. In addition, we have seven projects under construction with a total GFA of 739,642 square meters.

Our operations have grown since our inception in May 2001. In fiscal year 2009, our total sales increased 22.4% to $94.3 million from $77.0 million in fiscal year 2008. Our income before extraordinary items increased 28.3% to $24.3 million in 2009 from $19.0 million in 2008. Our net income decreased 23.0% to $24.3 million in 2009 from $31.6 million in 2008. Our gross profit margin (gross profit as a percent of total sales) was 38.2% in 2009 compared with 39.9% in 2008. Our net profit margin (net income as a percent of total sales) was 25.8% in 2009 and 41.0% for 2008.

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Our mission is to provide high-quality, comfortable, and convenient living space to middle and upper income customers, primarily in Shandong Province and in other provinces in China, while also earning for our shareholders an internal rate of return that exceeds our cost of capital. We expect to increase our market share through aggressive internal growth and prudent acquisitions in Shandong Province and in other provinces in China. Our goal is to be one of the top two real estate developers in Greater Qingdao in the next five years by capturing and exploiting the growth opportunities in Shandong Province and by providing the most desirable coastal and inland apartments to middle and upper income customers, as well as by increasing our development of commercial properties.

Our Corporate History and Background

We organized under the laws of the Cayman Islands on March 10, 2006 as a blank check development stage company formed for the purpose of acquiring an operating business, through a stock exchange, asset acquisition or similar business combination. From our inception until we completed our reverse acquisition of Leewell on April 14, 2010, our operations consisted entirely of identifying, investigating and conducting due diligence on potential businesses for acquisition.

Reverse Acquisition of Leewell

On April 14, 2010, we completed a reverse acquisition transaction through a share exchange with Leewell whereby we acquired 100% of the issued and outstanding capital stock of Leewell, in exchange for 29,235,000 ordinary shares, par value $0.002112 per share, which shares constituted 94.31% of our issued and outstanding shares on a fully-diluted basis, as of and immediately after the consummation of the reverse acquisition. As a result of the reverse acquisition, Leewell became our wholly-owned subsidiary and Longhai Holdings, the former shareholder of Leewell, became our controlling shareholder. The share exchange transaction with Leewell was treated as a reverse acquisition, with Leewell as the acquirer and Dragon Acquisition as the acquired party. Unless the context suggests otherwise, when we refer in this report to business and financial information for periods prior to the consummation of the reverse acquisition, we are referring to the business and financial information of Leewell and its consolidated subsidiaries.

Upon the closing of the reverse acquisition on April 14, 2010, Mr. David Richardson resigned from our board of directors, effective immediately, and Mr. Joseph Rozelle submitted a resignation letter in which he resigned from all offices that he held effective immediately and from his position as our director that will become effective on the tenth day following our mailing of an information statement, or the Information Statement, to our shareholders, which complies with the requirements of Section 14f-1 of the Exchange Act. The Information Statement will be mailed to our shareholders on or about April 20, 2010.

Also upon the closing of the reverse acquisition, our board of directors increased its size from two (2) to three (3) members and appointed Mr. Antoine Cheng, Mr. Weiqing Zhang, and Mr. Zhongbo Zhou to fill the vacancies created by the resignations of Messrs. Richardson and Rozelle and such increase. Mr. Cheng’s appointment became effective upon closing of the reverse acquisition on April 14, 2010, while appointments of Messrs. Zhang and Zhou will become effective on the tenth day following our mailing of the Information Statement to our shareholders. In addition, our board of directors appointed Mr. Antoine Cheng to serve as the Chairman of the Board, Mr. Weiqing Zhang to serve as our Chief Executive Officer and President, and Mr. Yang Chen to serve as our Chief Financial Officer and Vice President, effective immediately at the closing of the reverse acquisition.

As a result of our acquisition of Leewell, we now own all of the issued and outstanding capital stock of Leewell, which in turn owns Oumei and its Chinese subsidiaries. Leewell was established in Hong Kong on August 10, 2007 to serve as an investment holding company. Oumei was established in the PRC on May 15, 2001. Its principal activities include the development and sales of residential and commercial properties in Qingdao and its nearby cities, or Greater Qingdao, and other cities in Shandong Province, China.

On September 20, 2007, Leewell acquired 100% of the equity interests in Oumei from its shareholders, including Mr. Weiqing Zhang, Oumei’s Chief Executive Officer and President, for RMB 97,010,000 (approximately $13.1 million). In October 2007, the acquisition was approved by the appropriate Chinese authorities, and Oumei’s status changed from a Chinese domestic company to a wholly-owned foreign enterprise.

Oumei has three branch offices, located in Jimo, Pingdu, and Laixi, and has purchased the following nine Chinese subsidiaries:

• Weihai Mingwei, purchased on January 19, 2008 for RMB 110,000,000 (approximately $15 million);

• Longhai Hotel, purchased on January 22, 2008 for RMB 110,000,000 (approximately $15 million);

• Weihai Economic, purchased on January 23, 2008 for RMB 140,000,000 (approximately $19 million);

• Qingdao Xudong, purchased on January 24, 2008 for RMB 60,000,000 (approximately $8.3 million);

• Weifang Longhai Industry, purchased on August 27, 2008 for RMB 30,000,000 (approximately $4.4 million);

• Weifang Longhai Zhiye, purchased on August 28, 2008 for RMB 30,000,000 (approximately $4.4 million);

• Weifang Qilu, purchased on August 29, 2008 for RMB 40,000,000 (approximately $5.8 million);

• Caoxian Industrial, purchased on June 25, 2009 for RMB 15,000,000 (approximately $2.2 million); and

• Longhai Real Estate, purchased on September 25, 2009 for RMB 20,000,000 (approximately $2.9 million).

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As a result of our reverse acquisition of Leewell, we have assumed the business and operations of Leewell and its Chinese subsidiaries. We plan to change our name to “China Oumei Real Estate Inc.” to more accurately reflect our new business operations.

Financing Transaction

On April 14, 2010, we also completed a private placement transaction with a group of accredited investors. Pursuant to the Subscription Agreement with the investors, we issued to the investors an aggregate of 2,774,700 Units for a purchase price of $11,098,800, or $4.00 per Unit. Each Unit consists of one Preference Share and one Warrant to purchase 0.5 ordinary shares. The Warrants have a term of 5 years, bear an exercise price of $6.00 per share (subject to customary adjustments), are exercisable on a net exercise or cashless basis and are exercisable by investors at any time after the closing date. See “Description of Securities – Preference Shares” below for a description of our Preference Shares.

Pursuant to the Subscription Agreement, we are obligated to file a registration statement covering the resale of the ordinary shares underlying the Preference Shares and the Warrants no later than thirty (30) days following the closing date and shall use our best efforts to cause the registration statement to be declared effective under the Securities Act as promptly as possible, but in no event later than 180 days following the closing date. If we do not timely file the required registration statement, or if it is not declared effective by the SEC in a timely manner, then we are obligated to pay to each investor a liquidated damages fee of 1% of such investor’s investment per month, for up to a maximum of 10% of each investor’s investment pursuant to the Subscription Agreement, except that we will not be obligated to pay any such fee if we are unable to fulfill our registration obligations as a result of rules, regulations, positions or releases issued or actions taken by the SEC with respect to Rule 415 of the Securities Act, so long as we register at such time the maximum number of securities permissible by the SEC.

In connection with the private placement, we entered into the Make Good Escrow Agreement with Longhai Holdings, our controlling shareholder, Collateral Agents, LLC, the escrow agent, and Access America Investments, LLC, as representative of the investors, pursuant to which the parties agreed to certain “make good” provisions in the event that we do not meet certain financial performance thresholds for fiscal years 2010 and 2011. Pursuant to the Make Good Escrow Agreement, the parties agreed to the establishment of an escrow account and Longhai Holdings delivered into escrow certificates evidencing 7,500,000 ordinary shares held by it, to be held for the benefit of the investors. Under the Make Good Escrow Agreement, we established minimum after tax net income thresholds (as determined in accordance with GAAP and excluding any non-cash expenses and one-time expenses related to the reverse acquisition of Leewell and the private placement transaction) of $40 million for fiscal year 2010 and $60 million for fiscal year 2011 and minimum earnings per share thresholds (calculated on a fully diluted basis and including adjustment for any stock splits, stock combinations, stock dividends or similar transactions, and for shares issued in one public offering or pursuant to the exercise of any warrants, options, or other securities issued during or prior to the calculation period) of $1.13 for fiscal year 2010 and $1.70 for fiscal year 2011. If our after tax net income or earnings per share for either fiscal year 2010 or fiscal year 2011 is less than 90% of the applicable performance threshold, then the performance threshold will be deemed not to have been achieved, and the investors will be entitled to receive ordinary shares based upon a pre-defined formula agreed to between the parties. The parties agreed that, for purposes of determining whether or not any of the performance thresholds is met, the release of any of the escrowed shares and any related expense recorded under GAAP shall not be deemed to be an expense, charge, or any other deduction from revenues even if GAAP requires contrary treatment or the annual report for the respective fiscal years filed with the SEC by the Company may report otherwise.

Also in connection with the private placement, we entered into the Holdback Escrow Agreement with Collateral Agents, LLC, the escrow agent, Brean Murray, Carret & Co., LLC, the placement agent, and Access America Investments, LLC, as representative of the investors, pursuant to which $2,219,760 was deposited with the escrow agent to be distributed upon the satisfaction of certain covenants set forth in the Subscription Agreement. Pursuant to the Holdback Escrow Agreement, $1,109,880 will be released to the Company upon our satisfaction of a covenant regarding the composition of our board of directors and $1,109,880 will be released to the Company upon our satisfaction of a covenant regarding the hiring of a chief financial officer meeting the requirements specified in the Subscription Agreement. Pursuant to the Holdback Escrow Agreement, an additional $1,000,000 was deposited with the escrow agent to be released to us in incremental amounts to pay for fees and expenses relating to our obligations as a public company.

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We also entered into the IR Escrow Agreement with Collateral Agents, LLC, the escrow agent, Brean Murray, Carret & Co., LLC, the placement agent, and Access America Investments, LLC, as representative of the investors, pursuant to which $120,000 was deposited with the escrow agent to be distributed in incremental amounts to pay our investor relations firm, the choice of which is subject to the placement agent's approval.

In connection with the private placement, we also entered into a Lockup Agreement with Longhai Holdings and each of our directors and officers, pursuant to which each of them agreed not to transfer any of our capital stock held directly or indirectly by them for an eighteen-month period following the closing of the private placement.

Our Corporate Structure

All of our business operations are conducted through our Chinese subsidiaries. The chart below presents our corporate structure:

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Our Industry

The Real Estate Industry in China

China’s real estate sector is in the early stage of a long-term growth cycle, supported by growth in its gross domestic product, or GDP, rising demand for housing, and substantial structural changes.

China has experienced rapid economic growth in the last 20 years. According to China’s Department of Commercial Affairs, China’s GDP achieved an annual growth rate of 17.1% from 2004 to 2008. According to the National Statistics Bureau of China, China’s GDP in 2009 was RMB 33.5 trillion, up 8.7% from 2008. The official per capita data for 2008 and 2009 is not yet available as of the date of this report.

Despite the recent global economic recession, China is expected to achieve relatively good economic growth in the next several years, compared to many other major economies in the world.

China’s real estate bull market began more than six years ago. Despite the moderations in growth caused by the global economic weakness in 2008 and 2009, we believe the structural forces in China support continuing good demand for real estate in China during the next 10 years. The two primary drivers for this long-term real estate demand in China are urbanization (which includes both the expansion and development of cities and the dramatic migration of people from rural to urban areas) and the rising disposable income per capita in the cities.

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Increasing Urbanization

China is continuing its rapid urbanization. In 2009, more than 622 million people were living in urban areas, accounting for 46.6% of total population of 1.33 billion, according to the National Bureau of Statistics of China. The State Council of China estimated in 2007 that China’s urban population in 2020 would be approximately 870 million people, or approximately 60% of the total population of 1.45 billion.

Another source, the United Nations’ State of World Population 2007, reported that approximately 18 million people in China are expected to migrate from rural to urban areas each year, and that the urban population would reach about 877 million people in the next 10 years.

The rural to urban migration is likely to continue, both because of the potential for higher income and greater wealth accumulation, and because of the evolution of China’s farming toward larger-scale and more efficient methods that require fewer people to do the agricultural work.

With the substantial housing demand created by the structural shift of the migration, the urban real estate market has been thriving. That long-term trend is expected to continue.

Increasing Disposable Incomes

Disposable income per capita in urban areas between 2001 and 2009 has grown at a compound average annual growth rate of 12.2%, from RMB 6,860 (approximately $1,009) in 2001 to RMB 17,175 (approximately $2,510) in 2009. As disposable income per capital increases, urban residents have strong motivation to improve their living conditions by purchasing new or larger properties, demonstrated by the urban living expenses per capita in the same years that have steadily increased at a compound annual growth rate of 10.2%, from RMB 548.0 (approximately $81) in 2001 to RMB 982.3 (approximately $145) in 2007, which is the most recent year available for this measure.

Rural dwellers are drawn to cities primarily by the potential of higher incomes and greater wealth, because urban jobs generally pay higher wages and salaries.

The latest data from the National Bureau of Statistics of China shows that both disposable income and wealth accumulation are higher for urban dwellers and confirms the economic attractiveness of the migration from rural to urban areas.

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Annual per capita disposable income and expenses (RMB)	2002	2003	2004	2005	2006	2007
Urban per capita
Disposable income of urban households	7,703	8,472	9,422	10,493	11,760	13,786
Consumption expenditures of urban households	6,030	6,511	7,182	7,943	8,697	9,998
Net increase in wealth, urban	1,673	1,961	2,240	2,550	3,063	3,789
Rural per capita
Net income of rural households	2,476	2,622	2,936	3,255	3,587	4,140
Living expenditures of rural households	1,834	1,943	2,185	2,555	2,829	3,224
Net increase in wealth, rural	642	679	751	700	758	917

Source: The National Bureau of Statistics of China

Growth of the Chinese Real Estate Industry

The growth in China’s real estate industry is reflected in the growth of investment in real estate development, total GFA sold, and average home prices. Total investment on real estate development in 2009 was RMB 3623.2 billion, up 16.1% from 2008.

According to the National Bureau of Statistics of China, the total GFA of residential and commercial properties sold increased from 224.1 million square meters in 2001 to 937.1 million square meters in 2009, a compound annual growth rate of 19.6% .

Despite significant appreciation of real estate prices in China in recent years, comparative analysis of fundamental factors indicate that prices are still reasonable. Studies have shown that a key underlying driver for real estate market growth is GDP per capita. Recent International Monetary Fund studies report that China’s recent real estate appreciation is supported by strong per capita economic growth. When compared using “price per capita GDP” in the U.S. and India, China’s real estate market appears undervalued. For example, although Shanghai represents the most expensive real estate market in China, India’s Mumbai (Bombay) has seen real estate prices grow to more than twice those of Shanghai, even though China has higher economic growth.

Rising disposable income in the second-tier cities has lured top luxury goods manufacturers, including LVMH Group (one of the world’s largest luxury goods companies), to expand aggressively into key second-tier cities. The Chinese government has also been instrumental in stimulating regional growth by designating certain second-tier regions as priority zones. These actions are benefitting the Greater Qingdao area, our primary market. In 2008 and 2009, Qingdao’s urban disposable income per capita grew 14.6% and 13.8%, compared with 8.4% and 9.8% for all of China.

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Shandong Province

We conduct most of our operations in Shandong Province, including the city of Qingdao and two other smaller cities, Weihai and Weifang. Shandong Province, which includes Greater Qingdao, is located in northeastern China, on the gulf called the Bohai Sea and on the Yellow Sea. It includes the Shandong peninsula in the east and a central hilly complex surrounded by part of the intensively cultivated northern China Plain. The flood-prone Yellow River crosses northern sections. Wheat and soybeans are the chief crops, and wild silk is important on the peninsula. Major resources are the Shengli petroleum fields in the north and extensive coal deposits at Zibo, Boshan, and Zaozhuang. Jinan, the capital, and the Qingdao and Zibo municipalities are major urban areas. Settled as early as the 3rd century BC, Shandong was part of China during the Shang dynasty and played a major role in ancient Chinese history. It was venerated as the birthplace of the philosophers Confucius and Mencius.  

Shandong Province is approximately 153,300 square kilometers in area, with a population density of 1,859.9 people per square kilometer.

Greater Qingdao

Greater Qingdao includes the cities of Qingdao, Jimo, Laixi, Pingdu, and three smaller cities. Located in the China-Japan-Korea triangle, Qingdao is a one-hour flight from Seoul and a two-hour flight from Tokyo.

Qingdao is a major naval base, an industrial center, and a port on the Yellow Sea at the entrance to sheltered Jiaozhou Bay. The port, which rarely freezes over, serves the industrialized northern China Plain and was expanded in 1976 to include an oil terminal for large tankers on Huang Island.

The leading manufactured goods of the city include textiles, railroad equipment, rubber goods, fertilizer, and chemicals. Tsingtao beer, brewed here since Germany leased the Kiaochow territory (1898-1914), is sold around the world. Qingdao was transformed by the Germans from a small fishing village into a modern European-style industrial port in the early 20th century. As a result of the reform and industrial restructuring in the past two decades, major industries, including electronics and information technology, appliances, engineered materials, brewing, automobiles, and shipbuilding, have grown dramatically in Qingdao. The Shandong Oceanography College is also located here.

Qingdao is considered one of best places to live in China as reported by various Chinese media outlets including CCTV. As one of China’s top ten economically dynamic cities ranked by National Statistics Bureau, Qingdao has an excellent environment for investment and living. It offers fairly priced markets, good infrastructure facilities, comfortable living conditions, efficient government operations, sound public security, good personal and property safety, and glorious days in the city, at the beach, sailing, or hiking in the mountains.

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Economic Growth

Shandong has experienced rapid economic growth in the last 20 years. According to National Bureau of Statistics of China, Shandong’s GDP per capita increased from RMB 10,195 (approximately $1,500) in 2001 to 35,796 (approximately $5,232) in 2009, a compound annual growth rate of 17.0% .

Qingdao is the leading city in the Shandong peninsula, measured by GDP and the GDP growth rate. As one of China’s top ten economically dynamic cites, GDP per capita in Qingdao exceeded $8,000 in 2009, making it the eighth largest city economy in China.

Compared to tier-one cities, we believe Qingdao will continue its growth momentum for quite a few years. Its strong economic fundamentals should provide a solid foundation for growth in the real estate sector.

Qingdao hosted the sailing competitions of the Olympic and Paralympic Games in August and September 2008, which boosted the city’s economy due to the Olympic participants and visitors, as well as to the new fixed assets built to support the Olympic games and festivities, especially the Qingdao International Marina & Olympic Sailing Center. Built on the site of the former Beihai shipyard on Fushan Bay, the new Qingdao International Marina & Olympic Sailing Center covers a total area of 450,000 square meters, plus major and secondary breakwaters, an embankment, a quay, and the renovation of the shore wall. The facility serves as the home port of several sailing organizations. Qingdao hosted the Volvo Ocean Race 2008-2009 as the Chinese port city on the world circuit.

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Economic Stimulus Plans

In response to the global financial and economic crisis, the Chinese government announced a RMB 4 trillion stimulus program on November 27, 2008. Subsequently, on March 6, 2009, the National Development and Reform Commission Director announced a reshaping of that economic stimulus package that retained the investment total of RMB 4 trillion but adjusted its focus. Within the RMB 4 trillion package, about RMB 400 billion will go toward civil works, including low-income housing and renovation, which we believe will benefit Shandong Province. Two additional categories (technology advances & industry restructuring for RMB 370 billion and infrastructure for RMB 1.5 trillion) are also expected to benefit industries in Qingdao, Weihai, Weifang, and the entire Shandong Province.

On February 26, 2009, China’s State Council reinforced China’s 2008 stimulus package by further measures to stimulate specific industries in 2009. The industries include automobile, iron and steel, textiles, equipment manufacturing, shipbuilding, electronics and information technology, petrochemicals, light industries, nonferrous metals, and logistics.

We believe China’s RMB 4 trillion stimulus package and its further efforts focused on 10 industries will improve Qingdao’s economy, further strengthen the region’s long-term competitive ability, and support the demand for middle and upper income housing, as well as the need for better commercial and office space, and a few world-class hotels. However, although individuals and governments around the world hope that government stimulus efforts will have the desired effects, the true benefit from these and perhaps additional stimulus efforts by local, provincial, and national governments in China, as well as by other countries, still remain uncertain.

The Qingdao Real Estate Market

Qingdao’s real estate market has experienced strong growth since 2001. The table below shows housing demand in Qingdao between 2003 and 2008. In 2009, GFA completed was 8.14 million square meters, and GFA sold was 12.62 million square meters. Average price data is not yet available for 2009.

	2003	2004	2005	2006	2007	2008	CAGR
GFA completed (millions m2)	5.37	6.35	8.11	6.52	6.40	6.57	4.1%
GFA sold (millions m2)	4.53	5.16	7.4	7.36	8.33	7.69	11.2%
Average price (RMB)	2,350	2,965	3,604	4,254	5,202	5,074	16.6%

Source: Qingdao Statistics Yearbook 2004-2008 & Qingdao Municipal Bureau of Statistics

Compared to tier-one cities, the affordability of Qingdao has remained essentially constant over the past few years. It is the most affordable of the major cities shown in the graph below, which illustrates affordability based upon the most recent data available.

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Good demographic and economic factors, including emerging high-tech industries and increasing foreign capital inflow, bode well for Qingdao’s future growth.

Growth factors include the transition of certain industries to higher value-added business (especially high-technology and services), rising GDP per capita, increasing foreign investment, and expanding foreign retailing and hotel operations. Between 2002 and 2007, Qingdao’s GDP per capita achieved a 19.3% compound annual growth rate, while Qingdao’s urban disposable income per capita grew at a point-to-point compound annual growth rate of 15.3% from 2002 to 2008.

In addition, efforts by Qingdao’s local government to create clear strategies, institute attractive policies, and invest in the necessary infrastructure are focused on creating favorable investment environments.

Qingdao is focused on expanding its three relatively new industries: its modernized seaport, tourism, and marine science. The city also continues to enlarge its traditional industries of electronics and home appliances; petrochemicals; automobile; locomotive; ship building; and engineered materials. With Qingdao’s base as a seaport, this robust city is also building a regional shipping center, a logistics center, a service center, a financial center, and a high-technology industry development center.

Qingdao’s thrust to expand its industries and its recent experience as the world’s host for the sailing events of the Olympics and Paralympics are combining to grow this energetic city as it increases its role in the global marketplace. Qingdao's development is based on the concept of "three-point layout," "one-line planning," and "group development strategy."

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The "three-point layout" refers to the development of the Jiaozhou Bay region relying on the three basic points of the old urban districts of Qingdao, Huangdao, and Hongdao, and the construction of the new urban district by connecting the three points with a transoceanic bridge or undersea tunnel and the Jiaozhou Bay Expressway.

The "one-line planning" refers to building a coastal highway from Langyatai in Jiaonan to Tianhengdao Island in Jimo, which will connect all parts of the city to form a main urban development belt.

The "group development strategy" refers to the expansion of business groups on both sides of the coastal highway. There will be seven development groups respectively in Tianhengdao Island, Aoshan, Zhucheng, Hongdao, Huangdao, Jiaonan, and Langyatai, which will push forward the urbanization of the adjacent regions. To carry out the west coast development strategy and construct those seven areas, the municipal government will relocate ports to the western coast, and plans to establish an international port and an international transshipment port.

The Qingdao Economic and Technological Development Zone, or QETDZ, is one of the state-level economic and technological development zones approved by China’s State Council. The zone is located on the west coast of Jiaozhou Bay, which is connected to the Bohai Sea Economic Belt. It is in the center of the Greater Qingdao strategy that aims to create huge development potential. According to a recent comprehensive evaluation on the investment environment from China’s Ministry of Commerce, or MOFCOM, QETDZ ranks fourth overall, first in social and environment, and third in human resources, supply level, and technical innovation, among all the 54 state-level development zones.

So far, a total of RMB 20 billion has been invested in the construction of infrastructure facilities in the zone. The Qianwan international port, inside the QETDZ, has a 100 million ton capacity, is the largest modern container deep-water dock in China, and links with more than 100 shipping routes to all parts of the world.

With the approval of the Shandong Provincial Government, Qingdao has established six provincial-level economic and technological development zones, including the development zones in Jimo, Laixi, Pingdu, Jiaonan, and Jiaozhou, and the Coastal economic and technology development zone. These development zones have complete infrastructure facilities with beneficial investment policies and convenient transportation.

The Weihai Real Estate Market

According to the Weihai Bureau of Statistics, approximately 2.3 million square meters of residential GFA was sold in Weihai in 2007, up 46% from 2006; approximately 3.5 million square meters were sold in 2008, up 52.1% from 2007; and approximately 5.6 million square meters were sold in 2009, up 40.9% from 2008.

The table below shows Weihai’s recent total GFA completed, total GFA sold, and average price per square meter for all commercial and residential property transactions in the city. In 2009, GFA completed was 5.8 million square meters, and GFA sold was 5.6 million square meters. Average price data is not yet available for 2009.

	2003	2004	2005	2006	2007	2008	2009	CAGR
GFA completed (millions m2)	1.7	1.6	1.9	2.3	2.6	3.1	5.8	22.7%
GFA sold (millions m2)	1.5	2.0	1.9	2.3	3.3	3.5	5.6	24.6%
Average price (RMB)	1,653	1,765	1,952	2,260	2,793	2,964	*	12.4%*

* Average price per square meter in RMB is not yet available for 2009.

Source: Weihai Statistical Yearbooks 2004 to 2008 & Weihai Municipal Bureau of Statistics

As reflected in the above chart, supply and demand have been almost matched in Weihai’s property market and both have increased over the last five years.

With total GFA sold of about 5.6 million square meters in 2009, the Weihai housing market has grown at a compound annual growth rate of 24.6% in the six years between 2003 and 2009.

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Our Competitive Strengths

We believe the following strengths allow us to compete effectively in the Chinese real estate development industry:

• Proven track record of successful large-scale properties development. Since our inception in 2001, we have successfully completed 14 projects having a GFA of 1,099,944 square meters, of which more than 90.7% has been sold. In addition, we have seven projects under construction with a total GFA of 739,642 square meters. All of our projects have featured modern facilities and attractive landscaping that provides comfortable and convenient lifestyles. From our beginning, we have focused on providing mid-sized apartments for middle-income residents and have gained an in-depth understanding of the preferences of our target customers. Most of the apartments we develop are units ranging from 40 square meters to 100 square meters, with an average price of less than RMB 4,000 (approximately $600 per square meter). Our ability to cater to our customers’ preferences has been a major factor in the growth of our business. More than 99% of the units in our properties have been sold. By leveraging our experience and track record, we believe that we can penetrate into the real estate markets in other tier two and tier three cities in China.

• Widely recognized brand name in an attractive coastal market. We have received many awards that acknowledge the quality of our real estate developments. For example, in 2008, we were recognized in the Qingdao Construction Committee’s evaluation as one of the top ten real estate developers in Qingdao, measured by a combination of revenue, customer satisfaction, and several other factors. We believe that the quality of our real estate developments and the recognition of our brand name by our customers are important to our success.

• Experienced management team. Our Chairman, Mr. Antoine Cheng, even before he became Oumei’s Chairman in 2006, had many years of experience in working with businesses and developed good business contacts, including in the real estate development business in China. Our senior managers have an average of more than 10 years of experience in the real estate industry and substantial management experience. All of them have bachelor’s or master’s degrees in business administration or accounting. In addition, our staff is well trained and is motivated by our incentive programs. We offer employees a variety of relevant training programs.

• Substantial land reserves at premier locations for new development projects. For our future development, we have acquired substantial land reserves at premier locations. Specific projects have been scheduled to be constructed on those lands. Please see “Projects” for details about our land reserves.

• Strong financial profile and excellent credit record. We have bank credit facilities with three top Chinese Banks, which allow us to use prudent debt leverage in conducting our business. We have received “AA” recognition from our top lender in each of the past three years.

• Compelling growth strategy. We expect continued growth by: (1) achieving higher returns on projects by developing hotels and villas for upper income customers, (2) continuing development of large middle income residential projects, (3) expanding operations to other tier two and tier three cities in the Shandong Province and in other provinces in China and (4) acquiring projects from distressed developers.

Our Growth Strategy

We intend to increase our market share through aggressive internal growth and prudent acquisitions that are primarily focused on outstanding land or projects in the Shandong Province and in other provinces in China. We intend to achieve this objective by pursuing the following strategies:

• Continue to expand in Shandong Province through new urban development projects. In the next five years, we will continue to focus on real estate development along the coastline of the Shandong peninsula, particularly in the Qingdao and Weihai regions. Given our knowledge and experience, we expect to increase our market share in those areas. For example, our strategic plan includes construction of an office building and a large upper-income community of villas in coastal Weihai. We also plan to create a high-rise resort hotel on the Stone Old Man beach in Qingdao, where we already own the land rights. We believe that the Qingdao-Weihai region is one of the most suitable and beautiful living areas in China. The region also features good economic growth. We believe that the real estate market in the Qingdao-Weihai region will remain strong over the next several years, not only due to the market awareness created by the global media coverage of Qingdao and its Olympic sailing events, but also because of the unique attraction the region holds for international customers, travelers, and investors.

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• Continue to provide cost-effective properties for middle income customers. The growing number of middle- income consumers in China has provided attractive and sustainable growth opportunities for real estate developers. As disposable incomes for urban residents increase, they have strong motivation and sufficient financial capacity to improve their living conditions by purchasing new or better properties. We intend to capitalize on the growth opportunities by continuing to offer high-quality mid-sized residential units featuring modern designs and convenient facilities at competitive prices.

• Penetration of the high-end real estate market. We intend to penetrate into the high-end real estate market by developing villas, hotels, and commercial and office buildings that generate high returns. We have three projects in planning in that category. The first is a large community of villas and hotel-serviced apartments on the beach in Weihai. The second is an office building in Weihai, the Longhai International Plaza, that we believe will generate both sales and continuing rental income for us. The third, the most interesting of our plans, is the luxury resort hotel, the Longhai Hotel, which will be located just across the street from the Stone Old Man beach in Qingdao. Construction for the hotel is expected to start in 2010. The architectural and engineering firm we have selected is Epstein, headquartered in Chicago, a city famous for innovative architecture. We believe the upscale business and tourist volume in Qingdao will provide the sustained demand for such a beautiful luxury hotel. These high-end projects should generate higher returns on investment than middle-income residential properties.

• Improve project management and cost control. We will improve our project management by adopting more stringent financial disciplines in our operations at each stage that will help us to increase our returns on our project investments. We will use our capital more effectively by better managing our assets, receivables, and expenditures to attain pre-set targets. We will better anticipate the best land rights reserves for development and will be able to capture them at the lowest prices to maximize our potential returns on our land and on our project investments. Further benefits should include a more consistent cash flow from our pre-sales to achieve both better cash availability for our projects and a prudent debt-to-total-capital ratio that will keep us in the optimum range for our cost of capital. The results should be lower effective interest rates on our debt and better cost competitiveness for our company.

Project Development Process

We have adopted a systematic approach to real estate development that includes land rights acquisition, site planning and development, architecture and engineering, construction, marketing and pre-sales.

We acquire land rights by (1) participating in public tender, auction, and listing for sales of land; (2) mergers or acquisitions of companies, including related companies, owning land use rights; and (3) purchasing distressed projects that have not been completed. After we have obtained the development rights for land, we usually are required to pay a land premium to acquire the land rights, in accordance with laws and regulations.

In the past, we acquired most of our land rights from companies owned by Longhai Group, a company controlled by Mr. Antoine Cheng, our Chairman. Longhai Group’s primary business is infrastructure and building construction. Through its infrastructure construction business, Longhai Group works with local governments and often finances (by agreeing to be paid sometime following the completion of construction instead of being paid as construction progresses) the government’s public infrastructure projects that can include old city relocation projects. In exchange for such financing, the local governments invite Longhai Group to bid for premium parcels of land for residential use at public auction or grant Longhai Group the right of first refusal to bid for industrial parcels for which the Longhai Group already has land use rights, but whose use has been changed to real estate development. Since Longhai Group does not have the necessary license to engage in residential development in China, it typically sold companies owning these land use rights to us so that we could develop these parcels using our real estate development license.

We usually finance our real estate development projects through a combination of four sources: company cash, capital from investors, bank loans, and cash paid by customers when they sign pre-sales purchase agreements for their apartments. The proportion of the funding sources varies by project.

First, we select the site, acquire the land use rights, and cover the preliminary development costs using our own cash and capital from investors.

We next obtain loans from commercial banks and/or from investors to continue the project.

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As our construction progresses, we reach the stage where we are permitted to begin selling the apartments and to complete pre-sales agreements with our customers. Our customers, in most cases, pay 100% of the apartment price in cash (including their mortgage financing, if needed) when they sign the purchase agreement. We have access to 95% of that cash, with 5% of the price retained by the bank until the apartment ownership is transferred to the buyer. The cash payments by our customers provide the remaining cash needed to complete the project.

The net proceeds from the sales of the properties are used to compensate investors and to add to our retained earnings. The cash cycle then begins again with the selection of new sites and the acquisition of the development and land rights.

Projects

As of March 15, 2010, we have completed 14 projects having a GFA of 1,099,944 square meters, of which more than 90.7% has been sold. All of our housing projects have featured secured parking, cable TV access, hot water, heating systems, and access to natural gas. Sales from those 14 projects have totaled $234.8 million.

We have seven residential and commercial project phases under construction with a total GFA of 739,642 square meters and expected sales of $214.9 million.

We have significant land use rights, consisting of six properties with a total land area of 387,127 square meters. On these properties, we plan to construct, among others, a luxury high-rise beach hotel, high-rise residential and commercial buildings, residential villas, and a high-rise office building.

We classify our projects into three categories:

• Projects in planning, where we have obtained the land use rights and the construction has yet to start;

• Projects under construction, in which all buildings have not been completed; and

• Completed projects, where the construction of all buildings has been finished.

Projects in planning

Our projects in planning, including land reserves, total five properties with a land area of 329,276 square meters.

Planned projects include a luxury high-rise beach hotel, high-rise residential and commercial buildings, residential villas, and a high-rise office building.

Projects in Planning
U.S. dollars in millions							Estimated
						Total	Total	Net profit
				Land	GFA	sales	profit	margin
	Project Name	Location	Type	sq. m.	sq. m.	$	$	%
1	Longhai Hotel	Qingdao	Hotel	7,572	80,000	400.0	180.0	45.0
2	Weihai Beach Resort	Weihai	Villas	127,082	81,200	190.3	56.5	29.7
3	Dongli Garden Phase 2	Qingdao	Residences	67,700	245,900	204.9	40.2	19.6
4	Xingfu Renjia Phase 2	Caoxian	Residences	99,234	100,000	23.7	7.1	30.0
5	Jiangshan Dijing	Laixi	Residences	27,688	70,687	25.9	7.5	29.0
				329,276	577,787	844.8	291.3	34.5

Land reserves are essential for our future developments. As of March 15, 2010, we have in inventory six parcels for which we own the land use rights. Those land use rights were acquired mainly through our purchase in 2008 of our project companies and subsidiaries that already owned the rights. The registration of those land use rights was completed in August 2008. Some of the land has been selected for specific projects while the projects for the other parcels are to be determined. The following table lists the land rights we own.

Our land reserves shown below include some of the projects in planning shown in the table above.

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Land Reserves for Projects in Planning
U.S. dollars in millions
						Estimated
				Land	Land cost	market value
	Land or Project Name	Location	Type	sq. m.	$	$
1	Longhai Hotel	Qingdao	Hotel	7,572	25.5	159.3
2	Weihai Beach Resort	Weihai	Villas	127,082	40.1	142.7
3	Dongli Garden Phase 2	Qingdao	Residences	67,700	58.6	87.5
4	Xingfu Renjia Phase 2	Caoxian	Residences	99,234	2.1	26
5	Jiangshan Dijing	Laixi	Residences	27,688	0.5	7.8
6	Huashan Town	Jimo	Residences	57,851	12.9
				387,127	139.7	423.3

Projects under construction

We have seven residential and commercial project phases under construction with a total GFA of 739,642 square meters and expected sales of $214.9 million.

Projects Under Construction
U.S. dollars in millions										Estimated
									Total	Total	Net profit
					Land	GFA	Total	Units	sales	profit	margin
	Project Name	Location	Start	Finish	sq. m.	sq. m.	units	sold	$	$	%
1	Longhai Lidu 1 & 2	Weifang	2006.06	2012.06	120,170	130,698	1,572	1,303	45.9	20.0	43.6
2	Qilu Textile Centre commercial	Weifang	2005.08	2010.12	128,924	142,499	1,371	1,142	30.1	9.9	33.0
3	Qilu Textile Centre residential	Weifang	2007.03	2010.06	72,056	68,191	740	288	16.3	5.6	34.2
4	Weihai International Plaza	Weihai	2009.09	2011.06	9,058	54,572	430	-	51.9	15.1	29.0
5	Oumei Complex 2	Weifang	2010.03	2012.12	114,863	96,367	733	-	25.9	8.4	32.6
6	Dongli Garden Phase 1	Qingdao	2008.12	2010.12	175,508	213,315	2274	1317	58.6	14.7	25.0
7	Longhai Mingzhu	Qingdao	2006.09	2010.05	9,700	34,000	340	163	44.8	13.9	31.0
					630,279	739,642	7,460	4,213	273.5	87.6	32.0

Completed projects

As of March 15, 2010, we had completed 14 projects having a total GFA of 1,099,944 square meters, of which more than 90.7% has been sold. Sales from those projects totaled $234.8 million, net profit was $81.3 million, and the projects earned a consolidated return on investment of 167%.

All projects have included secured parking, cable TV, hot water, heating systems, and access to natural gas.

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Completed Projects
U.S. dollars in millions												Sources of funding
										Total	Net	Total	Pre-
								Total	Total	net	profit	capital	sale	Bank	Oumei
					Land	GFA	Total	cost	sales	profit	margin	required	cash	loans	cash
	Project Name	City	Type	Finish	sq. m.	sq. m.	units	$	$	$	%	$	$	$	$
1	Jiangnan Garden 1, 2 & 3	Jimo	Apts	2004.11	61,230	91,539	762	13.8	20.9	7.1	34.0	13.8	3.0	4.4	6.4
2	Decorative Materials Center	Jimo	Apts	2004.12	75,466	38,868	223	7.6	11.7	4.1	35.0	7.6	3.4		4.2
3	Jiangnan Garden 6	Jimo	Apts	2005.05	11,773	109,094	785	19.0	32.0	13.0	40.6	19.0	4.9	5.9	8.2
4	Sunshine	Jimo	Apts	2005.07	8,010	11,548	99	1.8	3.3	1.5	45.5	1.8	0.8		1.0
5	Shanghai Garden 1 & 2	Laixi	Apts	2005.12	57,401	104,084	910	11.7	18.8	7.1	37.8	11.7	5.2		6.5
6	Fenglin Oasis	Laixi	Apts	2006.06	78,636	97,568	844	11.9	19.3	7.4	38.3	11.9	5.5		6.4
7	Yuyuan Fengjing	Laixi	Apts	2006.09	89,323	125,706	1,054	14.5	19.8	5.3	26.8	14.5	5.4		9.1
8	Jiangnan Garden 7	Jimo	Apts	2006.10	3,553	12,936	90	2.4	5.7	3.3	57.9	2.4	1.0		1.4
9	Shanshui Longyuan	Pingdu	Apts	2007.10	225,914	257,762	1,830	41.5	55.3	13.8	25.0	41.5	9.6	13.2	18.7
10	Longze Yuyuan	Laixi	Apts	2007.10	120,223	78,146	804	11.3	17.9	6.6	36.9	11.3	0.9	8.8	1.6
11	Shanghai Garden 3	Laixi	Apts	2007.12	11,055	16,055	125	1.7	4.2	2.5	59.5	1.7	0.7		1.0
12	Fuxiang Huayuan 1	Weifang	Apts	2008.12	44,075	52,700	430	9.0	14.4	5.4	37.5	9.0	3.9		5.1
13	Fuxiang Huayuan 2	Weifang	Apts	2009.12	10,400	18,392	125	3.1	5.1	2.0	39.2	3.1	1.4		1.7
14	Xingfu Renjia 1	Caoxian	Apts	2009.12	80,000	85,546	828	4.2	6.4	2.2	34.4	4.2	1.8		2.4
					877,059	1,099,944	8,909	153.5	234.8	81.3	34.6	153.5	47.5	32.3	73.7

Architecture, Engineering and Construction

We outsource the architecture, engineering, and construction of our projects.

We work with several architecture and engineering companies. We collaborate with them on the site and building designs and rely on them for the detailed execution of the design concepts.

We also outsource our project construction to qualified subcontractors who are the winners in our competitive bidding process, which is based on required quality and lowest price. Our contracts, typically fixed-priced, provide for periodic payments during construction.

Below is a list of some of the key companies to whom we outsource these services.

Name of Company	Services Provided
Qingdao Zhongxing Construction Ltd.	Construction
Longhai Construction Ltd.	Construction

Quality and Performance

We and our chosen architects and engineers supervise the construction by our contractors. In addition to the construction, our contractors are responsible for purchasing all building materials, including the two main building materials, steel and concrete. Contractors are required to perform to their working plan and adhere to the specifications in our construction plans and contracts. We have delivered all our projects to our customers on or before the due date and at or above the quality specified in the customers’ purchase agreements.

Our finished construction includes the completed buildings with all public portions of the buildings fully finished and all of the common grounds landscaped. The apartment interiors typically are finished to the gray shell stage. This permits the apartment buyers to select their own interior design and finishing companies, so they can get all the features, fixtures, fittings, furnishings, textures, and colors they prefer. This separation of responsibilities between the real estate developer and the independent interior designers and finishers is traditional in China.

Sales and Marketing

In marketing our properties, we use our own marketing team, but occasionally outsource our marketing and sales efforts to independent sales agents. To market our properties, we use a combination of advertisements in newspapers, magazines, television, and outdoor billboards, in addition to news releases that generate media stories about our projects.

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To help customers choose among the apartment layouts that we offer, we usually create fully finished and furnished show rooms that give them a sound basis for deciding exactly what they want. We pay for the completion of these marketing show rooms. After most of the units in the development have been sold, we sell the show rooms as residences, usually at premium prices.

Competition

The real estate development business in China is organized into four qualification levels under Certificates of the Qualifications of Real Property Development Enterprises issued by the Ministry of Housing and Urban-Rural Development.

The starting qualification level is Level 4 (see table below). A company may rise in its qualification level, depending on its registered capital, the number of years of industry experience, the area of land it has developed, and its safety record. Only one level may be ascended each year.

	Registered		Developed		Time for
	Capital	Experience	Area	Other	License to be
	($ millions)	(years)	(square feet)	Requirements	Authorized
Level 1	6.25	5	3,229,278	No Severe Accident	20 Days
Level 2	2.5	3	1,614,639	No Severe Accident	20 Days
Level 3	1.0	2	538,213	No Severe Accident	20 Days
Level 4	0.125	1	not applicable

We obtained the Level 1 Certificate of the Qualifications of Real Property Development Enterprises on November 11, 2008, which is valid until November 7, 2011. We gained Level 2 Qualification in 2006.

The real estate market in which we operate is highly competitive. Typically, the housing and land development industry is a regional business with mostly local players competing with us for small- to medium-size projects. Our major competitors are other large-scale local real estate companies that include state-owned and private real estate developers. In addition, some large-scale national real estate developers are entering the Greater Qingdao market. Based on the Qingdao Construction Committee’s rakings, in 2008, we ranked as one of the top ten real estate developers in Qingdao, measured by a combination of sales, customer satisfaction, and several other factors.

Our major competitors include:

• Hisense Real Estate Development Co., Ltd. Hisense Real Estate Development Co., Ltd., or Hisense, was founded in 1995 and is the strongest real estate company with the highest development capacity among the top 10 in the Qingdao market. Hisense holds a Level 1 Qualification Certificate for real estate development, a Level 1 Qualification for property management, and Class A Certificate for design. It has developed more than 1 million square meters of projects each year for several years. Its completed development projects include Hisense-Huiyuan housing, Hisense-Yandao international apartments, Hisense-Qingquan villas, a high-end office building, and the Hisense information technology industrial park, plus other similar developments. Hisense is focused on land reserves and projects in Qingdao and is absent in other cities in the Shandong Province and in other provinces in China.

• Haier Real Estate Development Co., Ltd. Established in 2002, Haier Real Estate Development Co., Ltd., or Haier, is engaged in real estate development and investment within the Haier Group and has embraced the Haier group’s beliefs, spirit, style, focus on clients, and objectives that include creating a solid foundation for long-term development. At the end of 2007, the company had seven real estate development subsidiaries, one property management company, and one branch company. Haier’s real estate development and investment projects are located in Qingdao, as well as in Jinan, Beijing, Chongqing, Taiyuan, Suzhou, and other locations. In these cities, Haier owns a number of land reserves and has more than 10 projects competed or under construction. Haier ranks second in Qingdao’s top 10 real estate development companies, according to the government’s comprehensive competitiveness evaluation. We believe that Haier’s real estate weaknesses include (1) its relative inexperience in real estate in Greater Qingdao due to a rather recent start in the region and (2) its subordination to the Haier Group, which we believe has led to a complicated management structure and a decision-making system burdened by unnecessary complexity and lengthy processing time, both of which are likely to limit Haier’s effectiveness and growth in the Qingdao real estate market.
  

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• Qingdao Construction Corporation of China. Qingdao Construction Corporation of China, or Qingdao Construction, is a government owned construction company. In the last few years, Qingdao Construction has expanded into real estate development, which has become the company’s second biggest operation, but is still a modest business. It mainly focuses on the construction of affordable low-income and low-rent apartments. Although it has been ranked by the government among the top 10 developers in Qingdao recently, primarily due to its construction business, Qingdao Construction still lacks extensive experience in real estate development. We believe the company will continue to expand its real estate development operations, but its market share in real estate development appears to be insufficient at the moment for sustainable operations as a stand-alone business.
  

• Tiantai Group. Tiantai Group, or Tiantai, was an early participant in the real estate development business and is quite mature in its operations in Qingdao. It ranks about fifth among Qingdao’s top 10 developers, according to the government. Tiantai has focused on a branding and high-level development strategy, therefore its output and market share are relatively low. Founded 15 years ago, Tiantai has developed only seven projects with a total GFA of 1.3 million square meters. So far, Tiantai has kept its focus on the Qingdao city market.

Some of our competitors have greater financial and marketing resources than we do. Some also have larger land reserves, greater economies of scale, broader name recognition, and longer track records. For example, a major rival, Tiantai, is a large-scale private real estate developer engaged in real estate development and real estate management, with a proven track record and annual development GFA of about 700,000 square meters.

We differentiate ourselves from our competitors by (1) conducting much of our operations in second-tier and third-tier cities, (2) focusing on middle-income families in those second-tier and third-tier cities, (3) offering mid-sized apartments that range from 40 to 100 square meters and (4) leveraging our relationship with our affiliate, Longhai Group, as described above under “Project Development Process.”

We believe that these four strategies have given us a competitive advantage over other companies that can result in sustainable long-term growth and attractive returns on investment. Those advantages also build a base on which we are expanding into new geographic markets and into the upper income segments of our current markets.

We expect to increase our market share and return on investment by leveraging our premium land reserves by (1) continuing to build middle income housing, (2) developing high-end residential and commercial projects and landmark buildings, (3) broadening our geographic diversification, and (4) strengthening our brand recognition and reputation for high quality.

Employees

As of December 25, 2009, we had a total of 216 employees. The following table shows the number of our employees by function.

Function	Number Of Employees
Senior Management	17
Sales and Marketing	28
Development Strategies Department	48
Engineering Department	64
Quality Control	9
Human Resource & Administration	6
Accounting	44
Total	216

Subdivided by educational achievement, 2% of our employees hold advanced degrees, 20% have bachelor’s degrees, and 26% hold technical or vocational training certificates.

To increase the knowledge and performance of our employees, we have established an employee training and development program, which ranges from recruiting to advanced training. Our employee incentive plans and programs encourage and reward superior performance. In the next five years, three major employee development plans will be implemented to attract more talented and bilingual management staff and experienced sales people, to enhance employees’ on-the-job training, and to establish company-wide, performance-oriented incentive plans that may include stock awards or stock options.

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We maintain a satisfactory working relationship with our employees, and we have not experienced any significant labor disputes or any difficulty in recruiting staff for our operations. None of our employees is represented by a labor union.

Our employees in China participate in a state pension plan organized by Chinese municipal and provincial governments. We are required to make monthly contributions to the plan for each employee at the rate of 23% of his or her average assessable salary. In addition, we are required by Chinese law to cover employees in China with various types of social insurance. We believe that we are in material compliance with the relevant PRC laws.

Intellectual Property

We do not own or license any material intellectual property rights.

PRC Government Regulations

Permits and Certificates

As part of the project development process, we are required to obtain a number of certificates, permits, and licenses from different government agencies, including among others:

• Land Use Rights Certificate that certifies the right of a party to use land;

• Construction Land Planning Permit that authorizes a developer to begin the land survey, planning, and design for the land;

• Construction Works Planning Permit that indicates the government’s approval of a developer’s overall planning and design for the project and allows the developer to apply for a Work Commencement Permit;

• Work Commencement Permit that authorizes a developer to begin excavation and construction; and

• Pre-sales Permit that authorizes a developer to begin completing pre-sales purchase agreements with customers and collect their cash for the apartments still under construction.

Housing and land development sales companies are regulated by the Ministry of Land & Natural Resources and authorized by the local office of the Ministry. Each project also has to be authorized and must obtain a “Commercial License for Housing Sale” from the Real Estate Bureau.

Environmental Regulations

The major environmental regulations applicable to us include the PRC Environmental Protection Law, the PRC Law on the Prevention and Control of Water Pollution, the PRC Law on the Prevention and Control of Air Pollution, the PRC Law on the Prevention and Control of Solid Waste Pollution, and the PRC Law on the Prevention and Control of Noise Pollution.

Taxation

For a detailed discussion of PRC tax regulations, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Taxation – China.”

Foreign Currency Exchange

Under the PRC foreign currency exchange regulations applicable to us, RMB is convertible for current account items, including the distribution of dividends, interest payments, trade and service-related foreign exchange transactions. Conversion of RMB for capital account items, such as direct investment, loan, security investment and repatriation of investment, however, is still subject to the approval of the PRC State Administration of Foreign Exchange, or SAFE. Foreign invested enterprises, or FIEs, established in the PRC may only buy, sell and/or remit foreign currencies at those banks authorized to conduct foreign exchange business after providing valid commercial documents and, in the case of capital account item transactions, obtaining approval from the SAFE. Capital investments by FIEs outside of China are also subject to limitations, which include approvals by MOFCOM, SAFE and the State Reform and Development Commission.

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Dividend Distributions

Under applicable PRC regulations, FIEs in China may pay dividends only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, a FIE in China is required to set aside at least 10.0% of its after-tax profit based on PRC accounting standards each year to its general reserves until the accumulative amount of such reserves reach 50.0% of its registered capital. These reserves are not distributable as cash dividends. The board of directors of a FIE has the discretion to allocate a portion of its after-tax profits to staff welfare and bonus funds, which may not be distributed to equity owners except in the event of liquidation.

RISK FACTORS

An investment in our ordinary shares involves a high degree of risk. You should carefully consider the risks described below, together with all of the other information included in this report, before making an investment decision. If any of the following risks actually occurs, our business, financial condition or results of operations could suffer. In that case, the trading price of our ordinary shares could decline, and you may lose all or part of your investment. You should read the section entitled “Special Note Regarding Forward Looking Statements” above for a discussion of what types of statements are forward-looking statements, as well as the significance of such statements in the context of this report.

RISKS RELATED TO OUR BUSINESS

We face risks related to general domestic and global economic conditions and to the recent credit crisis.

We currently generate sufficient operating cash flows, which combined with access to the credit markets, provide us with significant discretionary funding capacity.

However, the current uncertainty arising out of domestic and global economic conditions, including the recent disruption in credit markets, poses a risk to the economies in which we operate that has affected demand for our products and services, and may affect our ability to manage normal relationships with our customers, suppliers, and creditors. If the current situation deteriorates significantly, our business could be materially negatively affected, including such areas as reduced demand for our products and services from a slow-down in the general economy, or supplier or customer disruptions resulting from tighter credit markets. In addition, terrorist activities may cause unpredictable or unfavorable economic conditions and could have a material adverse effect on the Company’s operating results and financial condition.

Our sales and results of operations could decline due to macro-economic and other factors outside of our control, such as changes in consumer confidence and declines in employment levels.

Changes in national and regional economic conditions, as well as local economic conditions where we conduct our operations and where prospective purchasers of our properties live, may result in more caution on the part of buyers and consequently fewer purchases. These economic uncertainties involve, among other things, conditions of supply and demand in local markets and changes in consumer confidence and income, employment levels, and government regulations. These risks and uncertainties could periodically have an adverse effect on consumer demand for and the pricing of our properties, which could cause our operating revenues to decline. In addition, builders are subject to various risks, many of them outside the control of the builder including competitive overbuilding, availability and cost of building lots, materials and labor, adverse weather conditions which can cause delays in construction schedules, cost overruns, changes in government regulations, and increases in real estate taxes and other local government fees. A reduction in the Company’s sales could in turn negatively affect the market price of its securities.

Our business is susceptible to fluctuations in the real estate market of China, especially in certain areas of eastern China where our operations are concentrated, which may adversely affect our sales and results of operations.

Our business depends substantially on the conditions of the PRC real estate market. Demand for real estate in China has grown rapidly in the recent decade but such growth is often coupled with volatility in market conditions and fluctuations in real estate prices. For example, the rapid expansion of the real estate market in major provinces and cities in China in the early 1990s, such as Shanghai, Beijing and Guangdong Province, led to an oversupply in the mid-1990s and a corresponding fall in real estate values and rentals in the second half of the decade. Following a period of rising real estate prices and transaction volume in most major cities, the industry experienced a severe downturn in 2008, with transaction volume in many major cities declining by more than 40% compared to 2007.

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Average selling prices also declined in many cities during 2008. Fluctuations of supply and demand in China’s real estate market are caused by economic, social, political and other factors. To the extent fluctuations in the real estate market adversely affect real estate transaction volumes or prices, our financial condition and results of operations may be materially and adversely affected.

Almost all of our operations are concentrated in Shandong province, where the real estate market continued to grow in 2008 and 2009 despite the general downturn of the Chinese real estate market mainly in 2008 and early 2009, however any decrease in demand or real estate prices or any other adverse developments in this geographic region would materially and adversely affect our sales and results of operations.

We are heavily dependent on the performance of the residential property market in China, which is at a relatively early development stage.

The residential property industry in the PRC is still in a relatively early stage of development. Although demand for residential property in the PRC has been growing rapidly in recent years, such growth is often coupled with volatility in market conditions and fluctuation in property prices. It is extremely difficult to predict how much and when demand will develop, as many social, political, economic, legal, and other factors, most of which are beyond our control, may affect the development of the market. The level of uncertainty is increased by the limited availability of accurate financial and market information and the overall low level of transparency in the PRC, especially in tier-two cities that have lagged in progress in these aspects when compared to tier-one cities.

The lack of a liquid secondary market for residential property may discourage investors from acquiring new properties. The limited amount of property mortgage financing available to PRC individuals may further inhibit demand for residential developments.

Our business may be materially and adversely affected by government measures aimed at China’s real estate industry.

The real estate industry in China is subject to government regulations. Until 2008, the real estate markets in a number of major cities in China had experienced rapid and significant growth. Before the global economic crisis hit all the major economies worldwide in 2008, the PRC government had adopted a series of measures to restrain what it perceived as unsustainable growth in the real estate market. From 2003 to 2007, the PRC government introduced a series of specific administrative and credit-control measures including, but not limited to, setting minimum down payment requirements for residential and commercial real estate transactions, limiting availability of mortgage loans, and tightening the governmental approval process for certain real estate transactions. For example, in 2006, the State Council and other related government agencies introduced regulations that increased the mandatory minimum down payment from 20% to 30% of the purchase price for properties with a floor area of more than 90 square meters and imposed a business tax on total proceeds from the resale of properties held for less than five years.

Since 2008, the PRC government has relaxed such restrictions and introduced measures aimed at stimulating residential property purchases by individuals and stabilizing the real estate market. On October 22, 2008, the Ministry of Finance, the State Administration of Taxation and the People’s Bank of China, or PBOC, lowered transaction taxes, minimum down payment requirements, and the mortgage interest rate for certain residential real estate transactions. In December 2008, the General Office of the State Council promulgated rules that exempted certain residential real estate transactions from business tax and urban real estate tax.

However, despite the recent government measures aimed at maintaining the long-term stability of the real estate market, we cannot assure you that the PRC government will not adopt new measures in the future that may result in short-term downward adjustments and uncertainty in the real estate market. Our business may be materially and adversely affected as a result of decreased transaction volumes or real estate prices that may follow these adjustments or market uncertainty.

Our sales will be affected if mortgage financing becomes more costly or otherwise becomes less attractive.

Substantially all purchasers of our residential properties rely on mortgages to fund their purchases. An increase in interest rates may significantly increase the cost of mortgage financing, thus affecting the affordability of residential properties. In 2008, PBOC changed the lending rates five times. The benchmark lending rate for loans with a term of over five years, which affects mortgage rates, was increased to 5.94% on December 31, 2008. The PRC government and commercial banks may also increase the down payment requirement, impose other conditions or otherwise change the regulatory framework in a manner that would make mortgage financing unavailable or unattractive to potential property purchasers. If the availability or attractiveness of mortgage financing is reduced or limited, many of our prospective customers may not be able to purchase our properties and, as a result, our business, liquidity and results of operations could be adversely affected.

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In line with industry practice, we provide guarantees to PRC banks with respect to loans procured by the purchasers of our properties for the total amount of mortgage loans. Such guarantees expire upon the completion of the registration of the mortgage with the relevant mortgage registration authorities. If there are changes in laws, regulations, policies, and practices that would prohibit property developers from providing guarantees to banks in respect of mortgages offered to property purchasers and as a result, banks would not accept any alternative guarantees by third parties, or if no third party is available or willing in the market to provide such guarantees, it may become more difficult for property purchasers to obtain mortgages from banks and other financial institutions during sales and pre-sales of our properties. Such difficulties in financing could result in a substantially lower rate of sale and pre-sale of our properties, which would adversely affect our cash flow, financial condition, and results of operations. We are not aware of any impending changes in laws, regulations, policies, or practices that will prohibit such practice in China. However, there can be no assurance that such changes in laws, regulations, policies, or practices will not occur in China in the future.

We have significant short-term debt obligations, which mature in less than one year. Failure to extend those maturities of, or to refinance, that debt could result in defaults, and in certain instances, foreclosures on our assets. Moreover, we may be unable to obtain financing to fund ongoing operations and future growth.

The real estate development industry is capital intensive, and development requires significant up-front expenditures to acquire land and begin development. Accordingly, we incur substantial indebtedness to finance our development activities.

At December 25, 2009, we had short-term bank loans outstanding of $2,719,432, long-term bank loans of $35,217,320 maturing within one year, long-term bank loans of $4,404,000 maturing in more than one year, and notes payable of $146,800, which were secured by our land use rights and projects under construction. Failure to obtain extensions of the maturity dates of, or to refinance, these obligations or to obtain additional equity financing to meet these debt obligations would result in an event of default with respect to such obligations and could result in the foreclosure on the collateral. The sale of such collateral at foreclosure would significantly disrupt our business, which could significantly lower our sales and profitability. We may be able to refinance or obtain extensions of the maturities of all or some of such debt only on terms that significantly restrict our ability to operate, including terms that place additional limitations on our ability to incur other indebtedness, to pay dividends, to use our assets as collateral for other financing, to sell assets or to make acquisitions or enter into other transactions. Such restrictions may adversely affect our ability to finance our future operations or to engage in other business activities. If we finance the repayment of our outstanding indebtedness by issuing additional equity or convertible debt securities, such issuances could result in substantial dilution to our stockholders.

While we believe that our revenue growth projections and our ongoing cost controls will allow us to generate cash and achieve profitability in the foreseeable future, there is no assurance as to when or if we will be able to achieve our projections. Our future cash flows from operations, combined with our accessibility to cash and credit, may not be sufficient to allow us to finance ongoing operations or to make required investments for future growth. We may need to seek additional credit or access capital markets for additional funds. There is no assurance that we would be successful in this regard.

Our practice of pre-selling projects may expose us to substantial liabilities.

It is common practice by property developers in China, including us, to pre-sell properties (while still under construction), which involves certain risks. For example, we may fail to complete a property development that may have been fully or partially pre-sold, which would leave us liable to purchasers of pre-sold units for losses suffered by them without adequate resources to pay the liability if funds have been used on the project. In addition, if a pre-sold property development is not completed on time, the purchasers of pre-sold units may be entitled to compensation for late delivery. If the delay extends beyond a certain period, the purchasers may be entitled to terminate the pre-sale agreement and pursue a claim for damages that exceeds the amount paid and our ability to recoup the resulting liability from future sales.

We may not be able to successfully execute our strategy of expanding into new geographical markets in China, which could have a material adverse effect on our business and results of operations.

We plan to continue to expand our business into new geographical areas in China. Since China is a large and diverse market, consumer trends and demands may vary significantly by region and our experience in the markets in which we currently operate may not be applicable in other parts of China. As a result, we may not be able to leverage our experience to expand into other parts of China. When we enter new markets, we may face intense competition from companies with greater experience or an established presence in the targeted geographical areas or from other companies with similar expansion targets. Therefore, we may not be able to grow our sales in the new cities we enter due intense competitive pressures and or the substantial costs involved.

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We are dependent on third-party subcontractors, manufacturers, and distributors for all architecture, engineering and construction services, and construction materials. A discontinued supply of such services and materials will adversely affect our projects.

We are dependent on third-party subcontractors, manufacturers, and distributors for all architecture, engineering and construction services, and construction materials. Services and materials purchased from our five largest subcontractors or suppliers accounted for 96.9% for the year ended December 25, 2009. A discontinued supply of such services and materials will adversely affect our construction projects and the success of the Company.

We are subject to extensive government regulation that could cause us to incur significant liabilities or restrict our business activities.

Regulatory requirements could cause us to incur significant liabilities and operating expenses and could restrict our business activities. We are subject to statutes and rules regulating, among other things, certain developmental matters, building and site design, and matters concerning the protection of health and the environment. Our operating expenses may be increased by governmental regulations, such as building permit allocation ordinances and impact and other fees and taxes, that may be imposed to defray the cost of providing certain governmental services and improvements. Any delay or refusal from government agencies to grant us necessary licenses, permits, and approvals could have an adverse effect on our operations.

We depend on the availability of additional human resources for future growth.

We are currently experiencing a period of significant growth in our sales volume. We believe that continued expansion is essential for us to remain competitive and to capitalize on the growth potential of our business. Such expansion may place a significant strain on our management and operations and financial resources. As our operations continue to grow, we will have to continually improve our management, operational, and financial systems, procedures and controls, and other resources infrastructure, and expand our workforce. There can be no assurance that our existing or future management, operating and financial systems, procedures, and controls will be adequate to support our operations, or that we will be able to recruit, retain, and motivate our employees. Further, there can be no assurance that we will be able to establish, develop, or maintain the business relationships beneficial to our operations, or to do so or to implement any of the above activities in a timely manner. Failure to manage our growth effectively could have a material adverse effect on our business and the results of our operations and financial condition.

We may be adversely affected by the fluctuation in raw material prices and selling prices of our products.

The land and raw materials used in our projects have experienced significant price fluctuations in the past. There is no assurance that they will not be subject to future price fluctuations or pricing control. The land and raw materials used in our projects may experience price volatility caused by events such as market fluctuations or changes in governmental programs. The market price of land and raw materials may also experience significant upward adjustment, if, for instance, there is a material under-supply or over-demand in the market. These price changes may ultimately result in increases in the selling prices of our products, and may, in turn, adversely affect our sales volume, sales, operating income, and net income.

We face intense competition from other real estate developers.

The property industry in the PRC is highly competitive. In the tier-two cities we focus on, local and regional property developers are our major competitors, and an increasing number of large state-owned and private national property developers have started entering these markets. Many of our competitors, especially the state-owned and private national property developers, are well capitalized and have greater financial, marketing, and other resources than we have. Some also have larger land banks, greater economies of scale, broader name recognition, a longer track record, and more established relationships in certain markets. In addition, the PRC government’s recent measures designed to reduce land supply further increased competition for land among property developers.

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Competition among property developers may result in increased costs for the acquisition of land for development, increased costs for raw materials, shortages of skilled contractors, oversupply of properties, decrease in property prices in certain parts of the PRC, a slowdown in the rate at which new property developments will be approved and/or reviewed by the relevant government authorities and an increase in administrative costs for hiring or retaining qualified personnel, any of which may adversely affect our business and financial condition. Furthermore, property developers that are better capitalized than we are may be more competitive in acquiring land through the auction process. If we cannot respond to changes in market conditions as promptly and effectively as our competitors, or effectively compete for land acquisition through the auction systems and acquire other factors of production, our business and financial condition will be adversely affected.

In addition, risk of property over-supply is increasing in parts of China, where property investment, trading and speculation have become overly active. We are exposed to the risk that in the event of actual or perceived over-supply, property prices may fall drastically, and our revenue and profitability will be adversely affected.

We could be adversely affected by the occurrence of natural disasters.

From time to time, our developed sites may experience strong winds, storms, flooding and earth quakes. Natural disasters could impede operations, damage infrastructure necessary to our constructions and operations. The occurrence of natural disasters could adversely affect our business, the results of our operations, prospects and financial condition.

We have limited insurance coverage against damages or loss we might suffer.

The insurance industry in China is still in an early stage of development and business interruption insurance available in China offers limited coverage compared to that offered in many developed countries. We carry insurance for potential liabilities related to our vehicles, but we do not carry business interruption insurance and therefore any business disruption or natural disaster could result in substantial damages or losses to us. In addition, there are certain types of losses (such as losses from forces of nature) that are generally not insured because either they are uninsurable or insurance cannot be obtained on commercially reasonable terms. Should an uninsured loss or a loss in excess of insured limits occur, our business could be materially adversely affected. If we were to suffer any losses or damages to our properties, our business, financial condition and results of operations would be materially and adversely affected.

Our operating subsidiaries must comply with environmental protection laws that could adversely affect our profitability.

We are required to comply with the environmental protection laws and regulations promulgated by the national and local governments of the PRC. Some of these regulations govern the level of fees payable to government entities providing environmental protection services and the prescribed standards relating to construction. Although our construction technologies allow us to efficiently control the level of pollution resulting from our construction process, due to the nature of our business, wastes are unavoidably generated in the processes. If we fail to comply with any of these environmental laws and regulations in the PRC, depending on the types and seriousness of the violation, we may be subject to, among other things, warning from relevant authorities, imposition of fines, specific performance and/or criminal liability, forfeiture of profits made, or an order to close down our business operations and suspension of relevant permits.

Our business depends substantially on the continuing efforts of our senior executives and other key personnel, and our business may be severely disrupted if we lost their services.

Our future success heavily depends on the continued service of our senior executives and other key employees. In particular, we rely on the expertise and experience of Mr. Antoine Cheng, our Chairman, Mr. Weiqing Zhang, our Chief Executive Officer and President, and Mr. Yang Chen, our Chief Financial Officer and Vice President. If one or more of our senior executives are unable or unwilling to continue to work for us in their present positions, we may have to spend a considerable amount of time and resources searching, recruiting, and integrating the replacements into our operations, which would substantially divert management’s attention from our business and severely disrupt our business. This may also adversely affect our ability to execute our business strategy. Moreover, if any of our senior executives joins a competitor or forms a competing company, we may lose customers, suppliers, know-how, and key employees.

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RISKS RELATED TO DOING BUSINESS IN CHINA

Changes in China's political or economic situation could harm us and our operating results.

Economic reforms adopted by the Chinese government have had a positive effect on the economic development of the country, but the government could change these economic reforms or any of the legal systems at any time. This could either benefit or damage our operations and profitability. Some of the things that could have this effect are:

• Level of government involvement in the economy;

• Control of foreign exchange;

• Methods of allocating resources;

• Balance of payments position;

• International trade restrictions; and

• International conflict.

The Chinese economy differs from the economies of most countries belonging to the Organization for Economic Cooperation and Development, or OECD, in many ways. For example, state-owned enterprises still constitute a large portion of the Chinese economy, and weak corporate governance and the lack of a flexible currency exchange policy still prevail in China. As a result of these differences, we may not develop in the same way or at the same rate as might be expected if the Chinese economy was similar to those of the OECD member countries.

Uncertainties with respect to the PRC legal system could limit the legal protections available to you and us.

We conduct substantially all of our business through our operating subsidiaries in the PRC. Our operating subsidiaries are generally subject to laws and regulations applicable to foreign investments in China and, in particular, laws applicable to foreign-invested enterprises. The PRC legal system is based on written statutes, and prior court decisions may be cited for reference but have limited precedential value. Since 1979, a series of new PRC laws and regulations have significantly enhanced the protections afforded to various forms of foreign investments in China. However, since the PRC legal system continues to evolve rapidly, the interpretations of many laws, regulations, and rules are not always uniform, and enforcement of these laws, regulations, and rules involve uncertainties, which may limit legal protections available to you and us. In addition, any litigation in China may be protracted and result in substantial costs and diversion of resources and management attention. In addition, all of our executive officers and all of our directors are residents of China and not of the United States, and substantially all the assets of these persons are located outside the United States. As a result, it could be difficult for investors to affect service of process in the United States or to enforce a judgment obtained in the United States against our Chinese operations and subsidiaries.

You may have difficulty enforcing judgments against us.

Most of our assets are located outside of the United States and most of our current operations are conducted in the PRC. In addition, most of our directors and officers are nationals and residents of countries other than the United States. A substantial portion of the assets of these persons is located outside the United States. As a result, it may be difficult for you to effect service of process within the United States upon these persons. It may also be difficult for you to enforce in U.S. courts judgments on the civil liability provisions of the U.S. federal securities laws against us and our officers and directors, most of whom are not residents in the United States and the substantial majority of whose assets are located outside of the United States. In addition, there is uncertainty as to whether the courts of the PRC would recognize or enforce judgments of U.S. courts. Our counsel as to PRC law, has advised us that the recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. Courts in China may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based on treaties between China and the country where the judgment is made or on reciprocity between jurisdictions. China does not have any treaties or other arrangements that provide for the reciprocal recognition and enforcement of foreign judgments with the United States. In addition, according to the PRC Civil Procedures Law, courts in the PRC will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates basic principles of PRC law or national sovereignty, security, or the public interest. So it is uncertain whether a PRC court would enforce a judgment rendered by a court in the United States.

The PRC government exerts substantial influence over the manner in which we must conduct our business activities.

The PRC government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. Our ability to operate in China may be harmed by changes in its laws and regulations, including those relating to taxation, import and export tariffs, environmental regulations, land use rights, property, and other matters. We believe that our operations in China are in material compliance with all applicable legal and regulatory requirements. However, the central or local governments of the jurisdictions in which we operate may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations.

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Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in China or particular regions thereof and could require us to divest ourselves of any interest we then hold in Chinese properties or joint ventures.

Future inflation in China may inhibit our ability to conduct business in China.

In recent years, the Chinese economy has experienced periods of rapid expansion and highly fluctuating rates of inflation. During the past ten years, the rate of inflation in China has been as high as 5.9% and as low as - -0.8% . These factors have led to the adoption by the Chinese government, from time to time, of various corrective measures designed to restrict the availability of credit or regulate growth and contain inflation. High inflation may in the future cause the Chinese government to impose controls on credit and/or prices, or to take other action, which could inhibit economic activity in China, and thereby harm the market for our products and our company.

Restrictions on currency exchange may limit our ability to receive and use our sales effectively.

The majority of our sales will be settled in RMB and U.S. dollars, and any future restrictions on currency exchanges may limit our ability to use revenue generated in RMB to fund any future business activities outside China or to make dividend or other payments in U.S. dollars. Although the Chinese government introduced regulations in 1996 to allow greater convertibility of the RMB for current account transactions, significant restrictions still remain, including primarily the restriction that foreign-invested enterprises may only buy, sell or remit foreign currencies after providing valid commercial documents, at those banks in China authorized to conduct foreign exchange business. In addition, conversion of RMB for capital account items, including direct investment and loans, is subject to governmental approval in China, and companies are required to open and maintain separate foreign exchange accounts for capital account items. We cannot be certain that the Chinese regulatory authorities will not impose more stringent restrictions on the convertibility of the RMB.

Fluctuations in exchange rates could adversely affect our business and the value of our securities.

The value of our ordinary shares will be indirectly affected by the foreign exchange rate between the U.S. dollar and RMB and between those currencies and other currencies in which our sales may be denominated. Appreciation or depreciation in the value of the RMB relative to the U.S. dollar would affect our financial results reported in U.S. dollar terms without giving effect to any underlying change in our business or results of operations. Fluctuations in the exchange rate will also affect the relative value of any dividend we issue that will be exchanged into U.S. dollars, as well as earnings from, and the value of, any U.S. dollar-denominated investments we make in the future.

Since July 2005, the RMB has no longer been pegged to the U.S. dollar. Although PBOC regularly intervenes in the foreign exchange market to prevent significant short-term fluctuations in the exchange rate, the RMB may appreciate or depreciate significantly in value against the U.S. dollar in the medium to long term. Moreover, it is possible that in the future PRC authorities may lift restrictions on fluctuations in the RMB exchange rate and lessen intervention in the foreign exchange market.

Very limited hedging transactions are available in China to reduce our exposure to exchange rate fluctuations. To date, we have not entered into any hedging transactions. While we may enter into hedging transactions in the future, the availability and effectiveness of these transactions may be limited, and we may not be able to successfully hedge our exposure at all. In addition, our foreign currency exchange losses may be magnified by PRC exchange control regulations that restrict our ability to convert RMB into foreign currencies.

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Restrictions under PRC law on our PRC subsidiaries' ability to make dividends and other distributions could materially and adversely affect our ability to grow, make investments or acquisitions that could benefit our business, pay dividends to you, and otherwise fund and conduct our business.

Substantially all of our sales are earned by our PRC subsidiaries. However, PRC regulations restrict the ability of our PRC subsidiaries to make dividends and other payments to their offshore parent company. PRC legal restrictions permit payments of dividends by our PRC subsidiaries only out of their accumulated after-tax profits, if any, determined in accordance with PRC accounting standards and regulations. Our PRC subsidiaries are also required under PRC laws and regulations to allocate at least 10% of our annual after-tax profits determined in accordance with PRC GAAP to a statutory general reserve fund until the amounts in said fund reaches 50% of our registered capital. Allocations to these statutory reserve funds can only be used for specific purposes and are not transferable to us in the form of loans, advances, or cash dividends. Any limitations on the ability of our PRC subsidiaries to transfer funds to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends and otherwise fund and conduct our business.

Failure to comply with PRC regulations relating to the establishment of offshore special purpose companies by PRC residents may subject our PRC resident shareholders to personal liability, limit our ability to acquire PRC companies or to inject capital into our PRC subsidiaries, limit our PRC subsidiaries' ability to distribute profits to us or otherwise materially adversely affect us.

In October 2005, SAFE issued the Notice on Relevant Issues in the Foreign Exchange Control over Financing and Return Investment Through Special Purpose Companies by Residents Inside China, generally referred to as Circular 75, which required PRC residents to register with the competent local SAFE branch before establishing or acquiring control over an offshore special purpose company, or SPV, for the purpose of engaging in an equity financing outside of China on the strength of domestic PRC assets originally held by those residents. Internal implementing guidelines issued by SAFE, which became public in June 2007 (known as Notice 106), expanded the reach of Circular 75 by (1) purporting to cover the establishment or acquisition of control by PRC residents of offshore entities which merely acquire "control" over domestic companies or assets, even in the absence of legal ownership; (2) adding requirements relating to the source of the PRC resident's funds used to establish or acquire the offshore entity; (3) covering the use of existing offshore entities for offshore financings; (4) purporting to cover situations in which an offshore SPV establishes a new subsidiary in China or acquires an unrelated company or unrelated assets in China; and (5) making the domestic affiliate of the SPV responsible for the accuracy of certain documents which must be filed in connection with any such registration, notably, the business plan which describes the overseas financing and the use of proceeds. Amendments to registrations made under Circular 75 are required in connection with any increase or decrease of capital, transfer of shares, mergers and acquisitions, equity investment or creation of any security interest in any assets located in China to guarantee offshore obligations, and Notice 106 makes the offshore SPV jointly responsible for these filings. In the case of an SPV which was established, and which acquired a related domestic company or assets, before the implementation date of Circular 75, a retroactive SAFE registration was required to have been completed before March 31, 2006. This date was subsequently extended indefinitely by Notice 106, which also required that the registrant establish that all foreign exchange transactions undertaken by the SPV and its affiliates were in compliance with applicable laws and regulations. Failure to comply with the requirements of Circular 75, as applied by SAFE in accordance with Notice 106, may result in fines and other penalties under PRC laws for evasion of applicable foreign exchange restrictions. Any such failure could also result in the SPV's affiliates being impeded or prevented from distributing their profits and the proceeds from any reduction in capital, share transfer or liquidation to the SPV, or from engaging in other transfers of funds into or out of China.

We have asked our shareholders, who are PRC residents as defined in Circular 75, to register with the relevant branch of SAFE, as currently required, in connection with their equity interests in us and our acquisitions of equity interests in our PRC subsidiaries. However, we cannot provide any assurances that they can obtain the above SAFE registrations required by Circular 75 and Notice 106. Moreover, because of uncertainty over how Circular 75 will be interpreted and implemented, and how or whether SAFE will apply it to us, we cannot predict how it will affect our business operations or future strategies. For example, our present and prospective PRC subsidiaries' ability to conduct foreign exchange activities, such as the remittance of dividends and foreign currency-denominated borrowings, may be subject to compliance with Circular 75 and Notice 106 by our PRC resident beneficial holders.

In addition, such PRC residents may not always be able to complete the necessary registration procedures required by Circular 75 and Notice 106. We also have little control over either our present or prospective direct or indirect shareholders or the outcome of such registration procedures. A failure by our PRC resident beneficial holders or future PRC resident shareholders to comply with Circular 75 and Notice 106, if SAFE requires it, could subject these PRC resident beneficial holders to fines or legal sanctions, restrict our overseas or cross-border investment activities, limit our subsidiaries' ability to make distributions or pay dividends or affect our ownership structure, which could adversely affect our business and prospects.

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Our business and financial performance may be materially adversely affected if the PRC regulatory authorities determine that our acquisition of Oumei constitutes a Round-trip Investment without MOFCOM approval.

On August 8, 2006, six PRC regulatory agencies promulgated the Regulation on Mergers and Acquisitions of Domestic Companies by Foreign Investors, or the 2006 M&A Rule, which became effective on September 8, 2006. According to the 2006 M&A Rule, a “Round-trip Investment” is defined as having taken place when a PRC business that is owned by PRC individual(s) is sold to a non-PRC entity that is established or controlled, directly or indirectly, by those same PRC individual(s). Under the 2006 M&A Rules, any Round-trip Investment must be approved by MOFCOM, and any indirect arrangement or series of arrangements which achieves the same end result without the approval of MOFCOM is a violation of PRC law.

Oumei was acquired in 2007 by Leewell, which was then owned and controlled by Li Zhou, a citizen of the Commonwealth of Australia. Mr. Zhou acted as a nominee of Antoine Cheng, the relative of one of a former shareholder and director of Oumei. Mr. Cheng was a PRC citizen at the time but has since become a Philippine citizen. The acquisition was approved by the appropriate Chinese authorities. Li Zhou also founded Longhai Holdings, a BVI company. In September 2009, ownership of Longhai Holdings was transferred to Antoine Cheng, who became our Chairman. After Mr. Cheng acquired ownership of Longhai Holdings, Longhai Holdings acquired all of the equity interest of Li Zhou in Leewell. The PRC regulatory authorities may take the view that these transactions and the Share Exchange Agreement are part of an overall series of arrangements which constitute a Round-trip Investment, because at the end of the transactions, Antoine Cheng became a majority owner and effective controlling party of a foreign entity that acquired ownership of our Chinese subsidiaries. If the PRC regulatory authorities take this view, we cannot assure you we may be able to obtain the approval required from MOFCOM. It is also possible that the PRC regulatory authorities could invalidate our acquisition and ownership of our Chinese subsidiaries, and that these transactions require the prior approval of the China Securities Regulatory Commission, or CSRC, before MOFCOM approval is obtained.

We believe that if these regulatory actions occur, we may be able to find a way to re-establish control of our Chinese subsidiaries’ business operations through a series of contractual arrangements rather than an outright purchase of our Chinese subsidiaries. But we cannot assure you that such contractual arrangements will be protected by PRC law or that the registrant can receive as complete or effective economic benefit and overall control of our Chinese subsidiaries’ business than if the Company had direct ownership of our Chinese subsidiaries. In addition, we cannot assure you that such contractual arrangements can be successfully effected under PRC law. If we cannot obtain MOFCOM or CSRC approval if required by the PRC regulatory authorities to do so, and if we cannot put in place or enforce relevant contractual arrangements as an alternative and equivalent means of control of our Chinese subsidiaries, our business and financial performance will be materially adversely affected.

Under the New Enterprise Income Tax Law, we may be classified as a “resident enterprise” of China. Such classification will likely result in unfavorable tax consequences to us and our non-PRC shareholders.

China passed a New Enterprise Income Tax Law, or the New EIT Law, and its implementing rules, both of which became effective on January 1, 2008. Under the New EIT Law, an enterprise established outside of China with “de facto management bodies” within China is considered a “resident enterprise,” meaning that it can be treated in a manner similar to a Chinese enterprise for enterprise income tax purposes. The implementing rules of the New EIT Law define de facto management as “substantial and overall management and control over the production and operations, personnel, accounting, and properties” of the enterprise. In addition, a recent circular issued by the State Administration of Taxation on April 22, 2009 regarding the standards used to classify certain Chinese-invested enterprises controlled by Chinese enterprises or Chinese group enterprises and established outside of China as “resident enterprises” clarified that dividends and other income paid by such “resident enterprises” will be considered to be PRC source income, subject to PRC withholding tax, currently at a rate of 10%, when recognized by non-PRC enterprise shareholders. This recent circular also subjects such “resident enterprises” to various reporting requirements with the PRC tax authorities.

In addition, the recent circular mentioned above sets out criteria for determining whether “de facto management bodies” are located in China for overseas incorporated, domestically controlled enterprises. However, as this circular only applies to enterprises established outside of China that are controlled by PRC enterprises or groups of PRC enterprises, it remains unclear how the tax authorities will determine the location of “de facto management bodies” for overseas incorporated enterprises that are controlled by individual PRC residents like us and some of our subsidiaries.

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Therefore, although substantially all of our management is currently located in the PRC, it remains unclear whether the PRC tax authorities would require or permit our overseas registered entities to be treated as PRC resident enterprises. We do not currently consider our company to be a PRC resident enterprise. However, if the PRC tax authorities determine that we are a “resident enterprise” for PRC enterprise income tax purposes, a number of unfavorable PRC tax consequences could follow. First, we may be subject to the enterprise income tax at a rate of 25% on our worldwide taxable income as well as PRC enterprise income tax reporting obligations. In our case, this would mean that income such as interest on offering proceeds and non-China source income would be subject to PRC enterprise income tax at a rate of 25%. Second, although under the New EIT Law and its implementing rules dividends paid to us from our PRC subsidiaries would qualify as “tax-exempt income,” we cannot guarantee that such dividends will not be subject to a 10% withholding tax, as the PRC foreign exchange control authorities, which enforce the withholding tax, have not yet issued guidance with respect to the processing of outbound remittances to entities that are treated as resident enterprises for PRC enterprise income tax purposes. Finally, it is possible that future guidance issued with respect to the new “resident enterprise” classification could result in a situation in which a 10% withholding tax is imposed on dividends we pay to our non-PRC shareholders and with respect to gains derived by our non-PRC shareholders from transferring our shares.

In addition, under the New EIT law, the Notice of the State Administration of Taxation on Negotiated Reduction of Dividends and Interest Rates, or Notice 112, which was issued on January 29, 2008, the Arrangement between the PRC and the Hong Kong Special Administrative Region on the Avoidance of Double Taxation and Prevention of Fiscal Evasion, or the Double Taxation Arrangement (Hong Kong), which became effective on December 8, 2006, and the Notice of the State Administration of Taxation Regarding Interpretation and Recognition of Beneficial Owners under Tax Treaties, or Notice 601, which became effective on October 27, 2009, dividends from our PRC operating subsidiaries paid to us through our Hong Kong subsidiary may be subject to a withholding tax at a rate of 10%, or at a rate of 5% if our Hong Kong subsidiary is considered a “beneficial owner” that is generally engaged in substantial business activities and entitled to treaty benefits under the Double Taxation Arrangement (Hong Kong). Furthermore, the ultimate tax rate will be determined by treaty between the PRC and the tax residence of the holder of the PRC subsidiary. We are actively monitoring the proposed withholding tax and are evaluating appropriate organizational changes to minimize the effect on corresponding tax.

Dividends declared and paid from before January 1, 2008 on distributable profits are grandfathered under the New EIT Law and are not subject to withholding tax.

We may be exposed to liabilities under the Foreign Corrupt Practices Act and Chinese anti-corruption laws, and any determination that we violated these laws could have a material adverse effect on our business.

We are subject to the Foreign Corrupt Practice Act, or FCPA, and other laws that prohibit improper payments or offers of payments to foreign governments and their officials and political parties by U.S. persons and issuers as defined by the statute, for the purpose of obtaining or retaining business. We have operations, agreements with third parties, and make most of our sales in China. The PRC also strictly prohibits bribery of government officials. Our activities in China create the risk of unauthorized payments or offers of payments by the employees, consultants, sales agents, or distributors of our Company, even though they may not always be subject to our control. It is our policy to implement safeguards to discourage these practices by our employees. However, our existing safeguards and any future improvements may prove to be less than effective, and the employees, consultants, sales agents, or distributors of our Company may engage in conduct for which we might be held responsible. Violations of the FCPA or Chinese anti-corruption laws may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could negatively affect our business, operating results and financial condition. In addition, the U.S. government may seek to hold our Company liable for successor liability FCPA violations committed by companies in which we invest or that we acquire.

RISKS RELATED TO THE MARKET FOR OUR ORDINARY SHARES GENERALLY

No market currently exists for the trading of our securities and no market may ever develop. Accordingly, you may not have any means of trading our ordinary shares.

A market does not presently exist for our securities and no assurance can be given that a market will ever develop. Consequently, you may not be able to liquidate your investment in our securities for an emergency or at any time, and the securities will not be readily acceptable as collateral for loans. Although we will endeavor to establish a trading market for our securities in the future, no assurance can be given as to the timing of this event or whether the market, if established, will be sufficiently liquid to enable an investor to liquidate his investment in us.

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We may be subject to penny stock regulations and restrictions and you may have difficulty selling our ordinary shares.

The SEC has adopted regulations which generally define so-called “penny stocks” as an equity security that has a market price of less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. If our ordinary shares become a “penny stock”, we may become subject to Rule 15g-9 under the Exchange Act, or the Penny Stock Rule. This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers and “accredited investors” (generally, individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouses). For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser and receive the purchaser’s written consent to the transaction prior to sale. As a result, this rule may affect the ability of broker-dealers to sell our securities and may affect the ability of purchasers to sell any of our securities in the secondary market.

For any transaction involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in a penny stock, of a disclosure schedule prepared by the SEC relating to the penny stock market. Disclosure is also required to be made about sales commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.

There can be no assurance that our ordinary shares will qualify for exemption from the Penny Stock Rule. In any event, even if our ordinary shares were exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock if the SEC finds that such a restriction would be in the public interest.

We do not intend to pay dividends for the foreseeable future.

For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate paying any cash dividends on our ordinary shares. Accordingly, investors must be prepared to rely on sales of their ordinary shares after price appreciation to earn an investment return, which may never occur. Investors seeking cash dividends should not purchase our ordinary shares. Any determination to pay dividends in the future will be made at the discretion of our board of directors and will depend on our results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors our board of directors deems relevant.

Holders of our ordinary shares may face difficulties in protecting their interests because we are incorporated under Cayman Islands law.

Our corporate affairs are governed by our memorandum and articles of association, and by the Companies Law (2009 Revision) and the common law of the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not as clearly established as under statutes or judicial precedent in existence in jurisdictions in the United States. Therefore, shareholders may have more difficulty in protecting their interests in the face of actions by our management or board of directors than would shareholders of a corporation incorporated in a jurisdiction in the United States, due to the comparatively less developed nature of Cayman Islands law in this area.

Shareholders of Cayman Islands exempted companies have no general rights under Cayman Islands law to inspect corporate records and accounts or to obtain copies of lists of our shareholders. Our directors have discretion under our articles of association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

Provisions of our articles of association and Cayman Islands corporate law may impede a takeover or make it more difficult for shareholders to change the direction or management of the Company, which could reduce shareholders’ opportunity to influence management of the Company.

Our articles of association permit our board of directors to issue up to 1,000,000 preference shares from time to time, with such rights and preferences as they consider appropriate. These terms may include voting rights including the right to vote as a series on particular matters, preferences as to dividends and liquidation, conversion rights and redemption rights provisions. The issuance of any preference shares could reduce the value of such ordinary shares. In addition, specific rights granted to future holders of preference shares could be used to restrict our ability to merge with, or sell assets to, a third party. The ability of the board of directors to issue preference shares could make it more difficult, delay, discourage, prevent or make it more costly to acquire or effect a change-in-control, which in turn could prevent shareholders from recognizing a gain in the event that a favorable offer is extended and could materially and negatively affect the market price of our ordinary shares.

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We may be classified as a passive foreign investment company, which could result in adverse United States federal income tax consequences to U.S. shareholders.

We do not currently expect to be classified as a “passive foreign investment company,” or PFIC, for U.S. federal income tax purposes for our taxable year ending December 25, 2010. This expectation is based, in part, on our estimates of the fair market value of our assets (including goodwill). However, the PFIC test is an annual test that, as discussed below, depends upon the composition of our gross income for the year and the percentage, based on a quarterly average for the year, of our gross assets that constitutes “passive” assets. Accordingly, it is not possible to determine whether we will not be classified as a PFIC for our tax year ending December 25, 2010 until after the year has ended. In addition, even if we are not classified as a PFIC for our taxable year ending December 25, 2010, because the PFIC test is annual, we cannot assure you that we will not be a PFIC for any following tax year. Our special U.S. counsel expresses no opinion with respect to our expectations contained in this paragraph.

A non-U.S. corporation is considered to be a PFIC for any taxable year if either: (1) at least 75% of its gross income is passive income, or; (2) at least 50% of the value of its assets (based on an average of the quarterly values of the assets during the taxable year) is attributable to assets that produce or are held for the production of passive income.

We will be treated as owning our proportionate share of the gross assets and earning our proportionate share of the gross income of any other corporation in which we own, directly or indirectly, at least 25% (by value) of the stock. Subject to various exceptions, passive income generally includes dividends, interest, rents, royalties and gains from the disposition of assets that produce or are held for the production of passive income.

We must make a separate determination each year as to whether we are a PFIC. As a result, our PFIC status may change. In addition, the composition of our income and assets will be affected by, among other factors, how, and how quickly, we spend the cash we raised in our recent private placement. If we are a PFIC for any year during which you hold ordinary shares or any other equity interest in the Company, then you generally will continue to be treated as owning ordinary shares in a PFIC for all succeeding years during which you hold ordinary shares even if we do not satisfy the PFIC income or assets test for any particular succeeding taxable year. However, if we cease to satisfy the PFIC income and assets test for a particular succeeding taxable year, you may be able to avoid some of the adverse effects of the PFIC regime by making a “deemed sale” election with respect to the ordinary shares.

If we are a PFIC for any taxable year during which you hold ordinary shares, dividends paid by us to you that year and the following year will not be eligible for the reduced rate of taxation applicable to non-corporate U.S. holders, including individuals. Dividends that you receive that do not constitute qualified dividend income are not eligible for taxation at the 15% maximum rate applicable to qualified dividend income. Instead, you must include the gross amount of any such dividend paid by us out of our current or accumulated earnings and profits (as determined for U.S. federal income tax purposes) in your gross income, and it will be subject to tax at rates applicable to ordinary income. Additionally, you will be subject to special tax rules with respect to any “excess distributions” that you receive and any gain you realize from a sale or other disposition (including a pledge) of the ordinary shares, unless a “mark-to-market” election is timely made, as discussed below. Distributions you receive in a taxable year that are greater than 125% of the average annual distributions you received during the shorter of the three preceding taxable years or your holding period for the ordinary shares and any gain from a sale or other disposition (including certain pledges) will generally be treated as an excess distribution. Under these special tax rules:

• the excess distribution will be allocated ratably over your holding period for the ordinary shares,

• the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in your holding period in which we became a PFIC, will be treated as ordinary income, and

• the amount allocated to each other year will be subject to the highest applicable tax rate in effect for that year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.

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The tax liability for amounts allocated to years prior to the year of disposition or “excess distribution” cannot be offset by any net operating losses for such years, and gains (but not losses) realized on the sale of the ordinary shares cannot be treated as capital gains, even if you hold the ordinary shares as capital assets.

If we are a PFIC, you may be subject to the adverse tax consequences described above with respect to the shares of any of our subsidiaries that are also PFICs. You should consult your tax advisors regarding the application of the PFIC rules to any of our subsidiaries.

If the Company is classified as a PFIC, a U.S. holder may generally elect out of the treatment described above by making a timely mark-to-market election if our ordinary shares meet certain regular trading requirements. However, it should be noted that in such a case, because a mark-to-market election cannot be made for equity interests in lower-tier PFICs that we may be treated as owning, a U.S. holder may continue to be subject to the PFIC rules with respect to its indirect interest in any investments held by us that are treated as equity interests in a PFIC for U.S. federal income tax purposes. U.S. holders should consult their tax advisors on the availability and advisability of a mark-to-market election in the event that we are classified as a PFIC. It should be noted that we do not currently intend to prepare or provide the information that would enable you to make a “qualified electing fund” election in the event that we were classified as a PFIC.

SELECTED FINANCIAL DATA

The following selected historical financial information should be read in conjunction with our consolidated financial statements and related notes and the information contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” below. The selected consolidated statement of operations data and statement of cash flows data for the years ended December 25, 2009, 2008, and 2007 and the selected balance sheet data as of December 25, 2009 and 2008 are derived from the audited consolidated financial statements of Leewell included elsewhere in this report. The selected consolidated financial data for the years ended December 25, 2006 and 2005 and the selected balance sheet data as of December 25, 2007, 2006 and 2005 are derived from the unaudited and unreviewed consolidated financial statements of Leewell not included in this report.

The audited consolidated financial statements of Leewell for the fiscal years ended December 25, 2009, 2008, and 2007 are prepared and presented in accordance with generally accepted accounting principles in the United States, or U.S. GAAP. The selected financial data information is only a summary and should be read in conjunction with the historical consolidated financial statements and related notes of Leewell contained elsewhere herein. The financial statements contained elsewhere fully represent our financial condition and operations; however, they are not indicative of our future performance.

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U.S. dollars, except shares		Fiscal Year Ended December 25,
		2009			2008			2007			2006			2005
Statements of Operations Data
Total sales	$	94,315,500		$	77,032,561		$	51,850,312		$	54,291,244		$	42,984,961
Total cost of sales		(58,296,408	)		(46,321,251	)		(36,243,778	)		(33,703,168	)		(32,983,932	)
Gross profit		36,019,092			30,711,310			15,606,534			20,588,076			10,001,029
Advertising expenses		(268,222	)		(112,263	)		(46,492	)		(47,051	)		(81,549	)
Commission expenses		(84,982	)		(574,262	)		(134,989	)		(789,497	)		(312,425	)
Selling expenses		(49,800	)		(81,415	)		(2,187	)		(6,192	)		(293	)
Bad debt expense		(207,523	)		(1,198,942	)		(245,243	)		(154,710	)		-
General and administrative expenses		(4,655,596	)		(2,283,744	)		(807,589	)		(4,092,355	)		(3,212.,010	)
Income from operations		30,752,969			26,460,684			14,370,034			15,498,271			6,394,752
Gain on business acquisitions
(bargain purchase)		3,188,924			-			-			-			-
Miscellaneous income		327,294			91,945			10,280			16,022			(35,988	)
Interest expense		(866,751	)		(968,710	)		(70,963	)		(121,597	)		(173,311	)
Income before income taxes and extraordinary item		33,402,436			25,583,919			14,309,351			15,392,696			6,185,453
Income taxes		(9,058,226	)		(6,602,194	)		(5,090,161	)		(5.130,644	)		(2,089,048	)
Income before extraordinary item		24,344,210			18,981,725			9,219,190			10,262,052			4,096,405
Extraordinary item, net		-			12,635,872			-			-			-
Net income		24,344,210			31,617,597			9,219,190			10,262,052			4.096.405
Foreign currency translation adjustment		475,907			3,488,440			2,107,856			687,566			281,009
Comprehensive income	$	24,820,117		$	35,106,037		$	11,327,046		$	10,949,618		$	4,377,414
Basic and diluted earnings per common share
Income before extraordinary item	$	0.24		$	0.19		$	921.92		$	1,026.21		$	409.64
Extraordinary item		-			0.12			-			-			-
Net income	$	0.24		$	0.31		$	921.92		$	1,026.21		$	409.64
Weighted average common shares outstanding		102,566,690			102,566,690			10,000			10,000			10,000
Balance Sheet Data
Current assets	$	133,002,971		$	105,072,009		$	69,443,412		$	92,211,870		$	51,282,518
Long-term assets		63,329,872			73,576,346			18,379,376			2,499,929			2,603,803
Total assets	$	196,332,843		$	178,648,355		$	87,822,788		$	94,711,799		$	53,886,321
Current liabilities	$	88,795,899		$	86,240,752		$	59,977,634		$	57,741,400		$	34,446,872
Long-term liabilities		13,185,998			29,160,895			-			7.686,000			6,193,868
Total liabilities		101,981,897			115,401,647			59,977,634			65,427,400			40,640,740
Stockholders’ equity		94,350,946			63,246,708			27,845,154			29,284,399			13,245,581
Total liabilities & stockholders’ equity	$	196,332,843		$	178,648,355		$	87,822,788		$	94,711,799		$	53,886,321
Cash Flow Data
Net cash provided by (used in)
Operating Activities	$	11,250,820		$	61,015,081		$	1,212,951		$	(5,953,059	)	$	10,036,251
Investing Activities		234,814			(58,521,630	)		(13,689,661	)		(59,164	)		(14,539	)
Financing Activities		(9,866,408	)		(3,805,052	)		14,167,583			5,759,286			(13,067,679	)
Effect of exchange rate         changes on cash		6,573			16,518			9.891			(57,807	)		43,366
Net increase (decrease) in cash	$	1,625,799		$	(1,295,083	)	$	1,700,764		$	(310,744	)	$	(3,002,601	)

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

Overview

We are one of the leading real estate development companies located in Qingdao, Shandong province, China. In 2008, we were recognized in the Qingdao Construction Committee’s evaluation as one of the top ten real estate developers in Qingdao, measured by a combination of revenue, customer satisfaction, and several other factors.

Through our Chinese subsidiaries, we develop and sell residential and commercial properties, targeting middle and upper income customers in the coastal region of the Shandong peninsula (Greater Qingdao) located in northeastern China, including the cities of Qingdao, Weihai, and Yantai, as well as other inland locations, including Weifang.

As of March 15, 2010, we have completed 14 projects having a GFA of 1,099,944 square meters, of which more than 90.7% has been sold. In addition, we have seven projects under construction with a total GFA of 739,642 square meters.

Our operations have grown since our inception in May 2001. In fiscal year 2009, our total sales increased 22.4% to $94.3 million from $77.0 million in fiscal year 2008. Our income before extraordinary items increased 28.3% to $24.3 million in 2009 from $19.0 million in 2008. Our net income decreased 23.0% to $24.3 million in 2009 from $31.6 million in 2008. Our gross profit margin (gross profit as a percent of total sales) was 38.2% in 2009 compared with 39.9% in 2008. Our net profit margin (net income as a percent of total sales) was 25.8% in 2009 and 41.0% for 2008.

Our mission is to provide high-quality, comfortable, and convenient living space to middle and upper income customers, primarily in Shandong Province and in other provinces in China, while also earning for our shareholders an internal rate of return that exceeds our cost of capital. We expect to increase our market share through aggressive internal growth and prudent acquisitions in Shandong Province and in other provinces in China. Our goal is to be one of the top two real estate developers in Greater Qingdao in the next five years by capturing and exploiting the growth opportunities in Shandong Province and by providing the most desirable coastal and inland apartments to middle and upper income customers, as well as by increasing our development of commercial properties.

Recent Developments

Reverse Acquisition of Leewell

On April 14, 2010, we completed a reverse acquisition transaction through a share exchange with Leewell whereby we acquired 100% of the issued and outstanding capital stock of Leewell, in exchange for 29,235,000 ordinary shares, par value $0.002112 per share, which shares constituted 94.31% of our issued and outstanding shares on a fully-diluted basis, as of and immediately after the consummation of the reverse acquisition. As a result of the reverse acquisition, Leewell became our wholly-owned subsidiary and Longhai Holdings, the former shareholder of Leewell, became our controlling shareholder. The share exchange transaction with Leewell was treated as a reverse acquisition, with Leewell as the acquirer and Dragon Acquisition as the acquired party. Unless the context suggests otherwise, when we refer in this report to business and financial information for periods prior to the consummation of the reverse acquisition, we are referring to the business and financial information of Leewell and its consolidated subsidiaries.

Upon the closing of the reverse acquisition on April 14, 2010, Mr. David Richardson resigned from our board of directors, effective immediately, and Mr. Joseph Rozelle submitted a resignation letter in which he resigned from all offices that he held effective immediately and from his position as our director that will become effective on the tenth day following our mailing of the Information Statement to our shareholders. The Information Statement will be mailed to our shareholders on or about April 20, 2010.

Also upon the closing of the reverse acquisition, our board of directors increased its size from two (2) to three (3) members and appointed Mr. Antoine Cheng, Mr. Weiqing Zhang, and Mr. Zhongbo Zhou to fill the vacancies created by the resignations of Messrs. Richardson and Rozelle and such increase. Mr. Cheng’s appointment became effective upon closing of the reverse acquisition on April 14, 2010, while appointments of Messrs. Zhang and Zhou will become effective on the tenth day following our mailing of the Information Statement to our shareholders. In addition, our board of directors appointed Mr. Antoine Cheng to serve as the Chairman of the Board, Mr. Weiqing Zhang to serve as our Chief Executive Officer and President, and Mr. Yang Chen to serve as our Chief Financial Officer and Vice President, effective immediately at the closing of the reverse acquisition.

As a result of our acquisition of Leewell, we now own all of the issued and outstanding capital stock of Leewell, which in turn owns Oumei and its Chinese subsidiaries. Leewell was established in Hong Kong on August 10, 2007 to serve as an investment holding company. Oumei was established in the PRC on May 15, 2001. Its principal activities include the development and sales of residential and commercial properties in Qingdao and other cities in Shandong Province, China, which we also refer to as Greater Qingdao.

On September 20, 2007, Leewell acquired 100% of the equity interests in Oumei from its shareholders, including Mr. Weiqing Zhang, Oumei’s Chief Executive Officer and President, for RMB 97,010,000 (approximately $13.1 million). In October 2007, the acquisition was approved by the appropriate Chinese authorities, and Oumei’s status changed from a Chinese domestic company to a wholly-owned foreign enterprise.

Oumei has three branch offices, located in Jimo, Pingdu, and Laixi, and has purchased the following nine Chinese subsidiaries:

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• Weihai Mingwei, purchased on January 19, 2008 for RMB 110,000,000 (approximately $15 million);

• Longhai Hotel, purchased on January 22, 2008 for RMB 110,000,000 (approximately $15 million);

• Weihai Economic, purchased on January 23, 2008 for RMB 140,000,000 (approximately $19 million);

• Qingdao Xudong, purchased on January 24, 2008 for RMB 60,000,000 (approximately $8.3 million);

• Weifang Longhai Industry, purchased on August 27, 2008 for RMB 30,000,000 (approximately $4.4 million);

• Weifang Longhai Zhiye, purchased on August 28, 2008 for RMB 30,000,000 (approximately $4.4 million);

• Weifang Qilu, purchased on August 29, 2008 for RMB 40,000,000 (approximately $5.8 million);

• Caoxian Industrial, purchased on June 25, 2009 for RMB 15,000,000 (approximately $2.2 million); and

• Longhai Real Estate, purchased on September 25, 2009 for RMB 20,000,000 (approximately $2.9 million).

As a result of our reverse acquisition of Leewell, we have assumed the business and operations of Leewell and its Chinese subsidiaries. We plan to change our name to “China Oumei Real Estate Inc.” to more accurately reflect our new business operations.

Financing Transaction

On April 14, 2010, we also completed a private placement transaction with a group of accredited investors. Pursuant to the Subscription Agreement with the investors, we issued to the investors an aggregate of 2,774,700 Units for a purchase price of $11,098,800, or $4.00 per Unit. Each Unit consists of one Preference Share and one Warrant to purchase 0.5 ordinary shares. The Warrants have a term of 5 years, bear an exercise price of $6.00 per share (subject to customary adjustments), are exercisable on a net exercise or cashless basis and are exercisable by investors at any time after the closing date. See “Description of Securities – Preference Shares” below for a description of our Preference Shares.

Pursuant to the Subscription Agreement, we are obligated to file a registration statement covering the resale of the ordinary shares underlying the Preference Shares and the Warrants no later than thirty (30) days following the closing date and shall use our best efforts to cause the registration statement to be declared effective under the Securities Act as promptly as possible, but in no event later than 180 days following the closing date. If we do not timely file the required registration statement, or if it is not declared effective by the SEC in a timely manner, then we are obligated to pay to each investor a liquidated damages fee of 1% of such investor’s investment per month, for up to a maximum of 10% of each investor’s investment pursuant to the Subscription Agreement, except that we will not be obligated to pay any such fee if we are unable to fulfill our registration obligations as a result of rules, regulations, positions or releases issued or actions taken by the SEC with respect to Rule 415 of the Securities Act, so long as we register at such time the maximum number of securities permissible by the SEC.

In connection with the private placement, we entered into the Make Good Escrow Agreement with Longhai Holdings, our controlling shareholder, Collateral Agents, LLC, the escrow agent, and Access America Investments, LLC, as representative of the investors, pursuant to which the parties agreed to certain “make good” provisions in the event that we do not meet certain financial performance thresholds for fiscal years 2010 and 2011. Pursuant to the Make Good Escrow Agreement, the parties agreed to the establishment of an escrow account and Longhai Holdings delivered into escrow certificates evidencing 7,500,000 ordinary shares held by it, to be held for the benefit of the investors. Under the Make Good Escrow Agreement, we established minimum after tax net income thresholds (as determined in accordance with GAAP and excluding any non-cash expenses and one-time expenses related to the reverse acquisition of Leewell and the private placement transaction) of $40 million for fiscal year 2010 and $60 million for fiscal year 2011 and minimum earnings per share thresholds (calculated on a fully diluted basis and including adjustment for any stock splits, stock combinations, stock dividends or similar transactions, and for shares issued in one public offering or pursuant to the exercise of any warrants, options, or other securities issued during or prior to the calculation period) of $1.13 for fiscal year 2010 and $1.70 for fiscal year 2011. If our after tax net income or earnings per share for either fiscal year 2010 or fiscal year 2011 is less than 90% of the applicable performance threshold, then the performance threshold will be deemed not to have been achieved, and the investors will be entitled to receive ordinary shares based upon a pre-defined formula agreed to between the parties. The parties agreed that, for purposes of determining whether or not any of the performance thresholds is met, the release of any of the escrowed shares and any related expense recorded under GAAP shall not be deemed to be an expense, charge, or any other deduction from revenues even if GAAP requires contrary treatment or the annual report for the respective fiscal years filed with the SEC by the Company may report otherwise.

Also in connection with the private placement, we entered into the Holdback Escrow Agreement with Collateral Agents, LLC, the escrow agent, Brean Murray, Carret & Co., LLC, the placement agent, and Access America Investments, LLC, as representative of the investors, pursuant to which $2,219,760 was deposited with the escrow agent to be distributed upon the satisfaction of certain covenants set forth in the Subscription Agreement. Pursuant to the Holdback Escrow Agreement, $1,109,880 will be released to the Company upon our satisfaction of a covenant regarding the composition of our board of directors and $1,109,880 will be released to the Company upon our satisfaction of a covenant regarding the hiring of a chief financial officer meeting the requirements specified in the Subscription Agreement. Pursuant to the Holdback Escrow Agreement, an additional $1,000,000 was deposited with the escrow agent to be released to us in incremental amounts to pay for fees and expenses relating to our obligations as a public company.

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We also entered into the IR Escrow Agreement with Collateral Agents, LLC, the escrow agent, Brean Murray, Carret & Co., LLC, the placement agent, and Access America Investments, LLC, as representative of the investors, pursuant to which $120,000 was deposited with the escrow agent to be distributed in incremental amounts to pay our investor relations firm, the choice of which is subject to the placement agent's approval.

In connection with the private placement, we also entered into a Lockup Agreement with Longhai Holdings and each of our directors and officers, pursuant to which each of them agreed not to transfer any of our capital stock held directly or indirectly by them for an eighteen-month period following the closing of the private placement.

Principal Factors Affecting Our Financial Performance

Our operating results are primarily affected by the following factors:

• Growth in the Chinese economy. We operate in China and derive almost all of our revenues from sales to customers in China. Economic conditions in China, therefore, affect virtually all aspects of our operations, including the demand for our properties, the availability and prices of our raw materials, and our other expenses. China has experienced significant economic growth, achieving a compound annual growth rate of more than 10% in gross domestic product from 1996 through 2008. China is expected to experience continued growth in all areas of investment and consumption. However, if the global economic recession were to become more protracted, China’s growth might be somewhat more modest, since China has not been entirely immune to the global economic slowdown and has been experiencing a slowing in its growth rate.

• Growth of the Chinese real estate market and the local markets in which our properties are sold. China’s real estate bull market began more than six years ago. According to the National Bureau of Statistics of China, the total GFA of residential and commercial properties sold increased from 224.1 million square meters in 2001 to 937.1 million square meters in 2009, a compound annual growth rate of 19.6%. Qingdao’s real estate market has also experienced strong growth since 2001. According to the Qingdao Statistics Yearbooks 2004-2008 and the Qingdao Municipal Bureau of Statistics, the compound annual growth rate, or CAGR, in Qingdao from 2003 to 2008 for GFA completed was 4.1%, the CAGR for GFA sold was 11.2%, and the CAGR for the average prices of properties in Qingdao was 16.6%. Weihai’s real estate market has seen similar increases. According to the Weihai Statistics Yearbooks 2004-2008 and the Qingdao Municipal Bureau of Statistics, the CAGR from 2003 to 2008 of GFA completed was 12.8%, for the GFA sold was 18.5%, and for average prices of properties in Weihai was 12.4%. Despite moderations in growth caused by the current global economic weakness in 2008 and 2009, we believe the structural forces in China and in the markets in which we sell our properties support continuing good demand for real estate during the next 10 years, however there can be no assurance that current trends will continue.

• China’s Economic Stimulus Programs. In response to the global financial and economic crisis, the Chinese government announced a RMB 4 trillion stimulus program on November 27, 2008. Within the RMB 4 trillion package, about RMB 400 billion will go toward civil works, including low-income housing and renovation, which we believe will benefit the Shandong Province. Two additional categories (technology advances and industry restructuring, which together will be allocated RMB 370 billion, and infrastructure, which will be allocated RMB 1.5 trillion) are also expected to benefit industries in Qingdao, Weihai, Weifang, and the entire Shandong Province. On February 26, 2009, China’s State Council reinforced China’s 2008 stimulus package by further measures to stimulate specific industries in 2009. The industries included automobile, iron and steel, textiles, equipment manufacturing, shipbuilding, electronics and information technology, petrochemicals, light industries, nonferrous metals, and logistics. We believe China’s RMB 4 trillion stimulus package and its further efforts focused on 10 industries will improve Greater Qingdao’s economy, further strengthen the region’s long-term competitive ability, and support the demand for middle and upper income housing, as well as the need for better commercial and office space, and a few world-class hotels. However, although individuals and governments around the world hope that government stimulus efforts are starting to have the desired effects, the true benefits of these and perhaps additional stimulus efforts by local, provincial, and national governments in China, as well as by other countries, is not yet assured, since the sustainability of the global economic recovery is yet to be proven.
  

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• Public and government reaction to a possible over-stimulated real estate market. China’s National People’s Congress, or NPC, the nation’s body that creates legally binding motions and laws, and the Chinese People’s Political Consultative Conference, or CPPCC, the nation’s top advisory (but not legally binding) body consisting of representatives from all regions and most walks of life in China, both met in early March 2010 in Beijing. On the agenda of the NPC and the CPPCC were subjects that included the real estate market, property prices, low- income housing, mortgage controls, the rise in housing prices beyond affordability for some people, the allocation of land for housing and commercial development, and the current taxation system as it influences housing and private sector incentives to develop affordable housing. The influence of these discussions on the nation’s real estate market and the effect on our business, if any, is not yet known.

Taxation

Cayman Islands

The Government of the Cayman Islands does not, under existing legislation, impose any income, corporate or capital gains tax, estate duty, inheritance tax, gift tax or withholding tax upon us or our shareholders. The Cayman Islands are not party to a double tax treaty with any country that is applicable to any payments made to or by us.

We have received an undertaking from the Governor-in-Cabinet of the Cayman Islands that, in accordance with section 6 of the Tax Concessions Law (1999 Revision) of the Cayman Islands, for a period of 20 years from April 2006 no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums by us due under a debenture or other obligation.

Hong Kong

Our indirect subsidiary, Leewell, was incorporated in Hong Kong and under the current laws of Hong Kong, is subject to Profits Tax of 16.5% . No provision for Hong Kong Profits Tax has been made as Leewell has no taxable income.

China

Before the implementation of the New EIT Law, FIEs established in the PRC, unless granted preferential tax treatments by the PRC government, were generally subject to an earned income tax, or EIT, rate of 33.0%, which included a 30.0% state income tax and a 3.0% local income tax. On March 16, 2007, the National People’s Congress of China passed the New EIT Law, and on November 28, 2007, the State Council of China passed the EIT Law Implementing Rules which took effect on January 1, 2008. The EIT Law and its implementing rules impose a unified EIT of 25.0% on all domestic-invested enterprises and FIEs, unless they qualify under certain limited exceptions.

In addition to the changes to the current tax structure, under the New EIT Law, an enterprise established outside of China with “de facto management bodies” within China is considered a resident enterprise and will normally be subject to an EIT of 25% on its global income. The implementing rules define the term “de facto management bodies” as “an establishment that exercises, in substance, overall management and control over the production, business, personnel, accounting, etc., of a Chinese enterprise.” If the PRC tax authorities subsequently determine that we should be classified as a resident enterprise, then our organization’s global income will be subject to PRC income tax of 25%. For detailed discussion of PRC tax issues related to resident enterprise status, see “Risk Factors – Risks Related to Our Business – Under the New Enterprise Income Tax Law, we may be classified as a “resident enterprise” of China. Such classification will likely result in unfavorable tax consequences to us and our non-PRC shareholders.”

In addition, the New EIT Law and its implementing rules generally provide that a 10% withholding tax applies to China-sourced income derived by non-resident enterprises for PRC enterprise income tax purposes unless the jurisdiction of incorporation of such enterprises’ shareholder has a tax treaty with China that provides for a different withholding arrangement. Oumei is considered an FIE and is directly held by our subsidiary in Hong Kong. According to a 2006 tax treaty between the Mainland and Hong Kong, dividends payable by an FIE in China to the company in Hong Kong who directly holds at least 25% of the equity interests in the FIE will be subject to a no more than 5% withholding tax. We expect that such 5% withholding tax will apply to dividends paid to Leewell by Oumei, but this treatment will depend on our status as a non-resident enterprise.

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Our future effective income tax rate depends on various factors, such as tax legislation, the geographic composition of our pre-tax income and non-tax deductible expenses incurred. Our management carefully monitors these legal developments and will timely adjust our effective income tax rate when necessary.

Results of Operations

Year Ended December 25, 2009 Compared With Year Ended December 25, 2008

The following table shows key components of our results of operations during the fiscal years ended December 25, 2009 and 2008, in both dollars and as a percentage of our total sales.

		Fiscal Year Ended				Fiscal Year Ended
U.S. dollars, except percentages		December 25, 2009				December 25, 2008
				Percent of				Percent of
		Dollars		Total Sales		Dollars		Total Sales
Sales	$	91,041,042		96.5%	$	77,032,561		100.0%
Sales to related party		3,274,458		3.5%		-		-
Total sales		94,315,500		100.0%		77,032,561		100.0%
Cost of sales		(57,442,457	)	(60.9)%		(46,321,251	)	(60.1)%
Cost of sales to related party		(853,951	)	(0.9)%		-		-
Total cost of sales		(58,296,407	)	(61.8)%		(46,321,251	)	(60.1)%
Gross profit		36,019,092		38.2%		30,711,310		39.9%
Advertising expenses		(268,222	)	(0.3)%		(112,263	)	(0.1)%
Commission expenses		(84,982	)	(0.1)%		(574,262	)	(0.7)%
Selling expenses		(49,800	)	(0.1)%		(81,415	)	(0.1)%
Bad debt expense		(207,523	)	(0.2)%		(1,198,942	)	(1.6)%
General and administrative expenses		(4,655,596	)	(4.9)%		(2,283,744	)	(3.0)%
Income from operations		30,752,970		32.6%		26,460,684		34.4%
Gain on business acquisitions (bargain purchase)		3,188,924		3.4%		-		-
Miscellaneous income		327,294		0.3%		91,945		0.1%
Interest expense		(866,751	)	(0.9)%		(968,710	)	(1.3)%
Income before income taxes and extraordinary items		33,402,436		35.4%		25,583,919		33.2%
Income taxes		(9,058,226	)	(9.6)%		(6,602,194	)	(8.6)%
Income before extraordinary items		24,344,210		25.8%		18,981,725		24.6%
Extraordinary items, net		-		-		12,635,872		16.4%
Net income		24,344,210		25.8%		31,617,597		41.0%
Foreign currency translation adjustment		475,907		0.5%		3,488,440		4.6%
Comprehensive income	$	24,820,117		26.3%	$	35,106,037		45.6%

Sales. Our total sales increased 22.4% to $94.3 million in the fiscal year ended December 25, 2009 from $77.0 million in the fiscal year 2008, mainly due to sales related to the acquisition of two project development companies, the completion and sales of the Xingfu Renjia project phase 1 and the Fuxiang Huayuan project phase 2, in addition to a higher average selling price per square meter for both residential and commercial properties delivered in fiscal year 2009 compared with fiscal year 2008. Effective December 26, 2008, we adopted the percentage of completion method of accounting for revenue recognition for all building construction projects in progress in which the construction period was expected to be more than 12 months at that date. The full accrual method was used before that date for all of our residential and commercial projects. We changed to the percentage of completion method for contracts longer than one year because this method more accurately reflects how revenue is earned on these contracts, particularly for interim reporting purposes. ASC 250 requires retrospective application of a change in accounting principle unless impracticable. The change to the percentage of completion method had no effect on our December 25, 2008 financial statements and we found it was impracticable to determine the effect on the December 25, 2007 financial statements as no progress reports detailing the percentage of completion of our contracts were prepared for that year.

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Cost of sales. Our total cost of sales increased 25.9% to $58.3 million in the fiscal year 2009 from $46.3 million in 2009, mainly in support of the increase in sales, plus higher costs in constructing high rise tower office buildings in 2009, which are more expensive to construct than the low rise buildings completed in 2008.

Gross profit and gross profit margin. Our gross profit increased 17.3% to $36.0 million in the fiscal year 2009 from $30.7 million in 2008. The gross profit margin (gross profit as a percentage of total sales) was 38.2% for the fiscal year 2009 and 39.9% for 2008. The decline in the gross margin was primarily due to the Fuxiang Garden Phase 2 and the Xingfu Renjia Phase 1 projects, both of which had lower than average selling prices. Additionally, the costs of construction of high rise office tower buildings in 2009 are relatively higher than the projects sold in 2008.

Advertising expenses. Advertising expenses increased 138.9% to $0.3 million in the fiscal year 2009 from $0.1 million in 2008, mainly due to our increased advertising efforts to create buyer awareness and interest in our newly available properties at our Qilu Textile Center and Weihai Longhai International Plaza projects, as well as in our Xingfu Renjia residential project.

Commission expenses. Commissions paid to independent sales agents decreased 85.2% between fiscal year 2009 and 2008 since we used temporary independent sales agents to maximize our pre-sales in the first phase of sales for residential and commercial properties in 2008. In 2009, we did not rely as heavily on these temporary sales agents.

Selling expenses. Our selling expenses decreased 38.8% to $0.05 million in the fiscal year 2009 from $0.08 million in 2008, mainly due to the absence in 2009 of the sales and marketing materials purchased for the intense selling effort in the first phase of pre-sales for residential and commercial properties in 2008.

Bad debt expense. Our bad debt expense declined 82.7% in fiscal year 2009 from 2008, primarily due to write back of an allowance against other receivables which was recorded in 2008. This was partially offset by an additional provision for doubtful accounts receivable made in accordance with the Company’s bad debt allowance policy.

General and administrative expenses. General and administrative expenses increased 103.9% in fiscal year 2009 from 2008, primarily due to the increase in Land Appreciation Tax and the expenses incurred in anticipation of the reverse acquisition transaction with Leewell and related private placement.

Gain on business acquisitions (bargain purchases). In fiscal year 2009, a new accounting standard issued by the Financial Accounting Standards Board revised the recognition and presentation of gains on acquisitions in the statement of operations. Any such gains are no longer considered extraordinary items. The gain on business acquisitions (bargain purchase) of $3.2 million in 2009 represents the difference between the amounts paid for two companies and their market values. Please see Note 2 to the consolidated Financial Statements for further details.

Interest expense. Interest expense decreased 10.5% to $0.9 million in the fiscal year 2009 from $1.0 million in 2008, primarily due to lower average borrowings in 2009.

Income taxes. Income taxes increased 37.2% to $9.1 million in the fiscal year 2009 from $6.6 million in 2008, mainly due to higher income before taxes. Please see “Taxation” above for more information.

Income before extraordinary items. Income before extraordinary items was up 28.3% to $24.3 million in the fiscal year 2009 compared with $19.0 million in 2008, as a result of the factors described above.

Extraordinary items, net. In fiscal year 2008, we acquired four project companies (Qingdao Xudong, Weifang Longhai Industry, Weifang Longhai Zhiye and Weifang Qilu) and recorded a gain of $12.6 million as an extraordinary item, based on the differences between our purchase prices and the estimated fair market values of the acquisitions.

Net income. Net income decreased 23.0% to $24.3 million in fiscal year 2009 from $31.6 million in 2008, primarily due the absence in fiscal year 2009 of a gain from extraordinary items that occurred in fiscal year 2008, and due to higher income taxes in 2009.

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Year Ended December 25, 2008 Compared With Year Ended December 25, 2007

The following table shows key components of our results of operations during the fiscal years ended December 25, 2008 and 2007, both in dollars and as a percentage of our total sales.

		Fiscal Year Ended				Fiscal Year Ended
U.S. dollars, except percentages		December 25, 2008				December 25, 2007
				Percent of				Percent of
		Dollars		Total Sales		Dollars		Total Sales
Total sales	$	77,032,561		100.0%	$	51,850,312		100.0%
Cost of total sales		(46,321,251	)	(60.1)%		(36,243,778	)	(69.9)%
Gross profit		30,711,310		39.9%		15,606,534		30.1%
Advertising expenses		(112,263	)	(0.1)%		(46,492	)	(0.0)%
Commission expenses		(574,262	)	(0.7)%		(134,989	)	(0.3)%
Selling expenses		(81,415	)	(0.1)%		(2,187	)	(0.0)%
Bad debt expense		(1,198,942	)	(1.6)%		(245,243	)	(0.5)%
General and administrative expenses		(2,283,744	)	(3.0)%		(807,589	)	(1.6)%
Income from operations		26,460,684		34.4%		14,370,034		27.7%
Miscellaneous income		91,945		0.1%		10,280		0.0%
Interest expense		(968,710	)	(1.3)%		(70,963	)	(0.1)%
Income before income taxes and extraordinary items		25,583,919		33.2%		14,309,351		27.6%
Income taxes		(6,602,194	)	(8.6)%		(5,090,161	)	(9.8)%
Income before extraordinary items		18,981,725		24.6%		9,219,190		17.8%
Extraordinary items, net		12,635,872		16.4%		-		-
Net income		31,617,597		41.0%		9,219,190		17.8%
Foreign currency translation adjustment		3,488,440		4.6%		2,107,856		4.0%
Comprehensive income	$	35,106,037		45.6%	$	11,327,046		21.8%

Sales. Total sales increased 48.6% to $77.0 million in the fiscal year 2008 from $51.9 million in 2007. The increase in sales was mainly due to the inclusion of seven project companies acquired as subsidiaries in 2008, which were not part of the company in 2007. Our internal growth, excluding the acquisitions in 2008, also contributed to the sales increase, mainly due to the completion of project buildings, as we expanded our operations into a wider geographic market.

Cost of sales. Total cost of sales increased 27.8% to $46.3 million in 2008 from $36.2 million in 2007, in support of the higher sales.

Gross profit and gross profit margin. Gross profit increased 96.8% to $30.7 million in 2008 from $15.6 million in 2007. The gross profit margin (gross profit as a percent of total sales) was 39.9% in 2008 compared with 30.1% in 2007, mainly due to a higher portion of sales in 2008 that were in higher-margin commercial and residential projects, compared with the lower-margin residential and commercial buildings completed in 2007. We also had higher selling prices in 2008 than in 2007.

Advertising expenses. Advertising expenses increased 141.5% to $0.1 million in 2008 from $0.05 million in 2007, mainly due to an aggressive marketing campaign to attract potential customers at the start of the pre-sales periods.

Commissions. Commissions paid to independent professional sales representatives increased 325.4% to $0.6 million in 2008 from $0.1 million 2007, due to the temporary use of independent sales representatives needed to grow sales rapidly in the beginning phase of the pre-sales of apartments in our buildings, which helps to create the sales momentum so that most apartments in the buildings will be sold as construction progresses.

Selling expenses. Our selling expenses increased 3,622.7% to $0.081 million in 2008 from $0.002 million in 2007, mainly due to a much greater effort to create pre-sales. Eight of our companies, including seven subsidiaries, were in the selling phase of construction in 2008, compared with only one company in 2007.

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Bad debt expense. Our bad debt expense increased 388.9% in 2008 to $1.2 million from $0.2 million in 2007, primarily due to an expense of approximately $0.6 million for other receivables and an additional allowance for doubtful accounts receivable of approximately $0.6 million in accordance with the Company’s policy.

General and administrative expenses. General and administrative expenses increased 182.8% to $2.3 million in 2008 from $0.8 million in 2007, mainly due to the expansion of our operations by way of the acquisition of 7 companies in 2008.

Interest expense. Interest expense increased 1,265.1% to $0.9 million in 2008 from $0.07 million in 2007, primarily due to higher average borrowings in 2008 compared with 2007.The consolidation of the 7 subsidiaries acquired in 2008, with most having some amount of debt, was the primary cause of the higher interest expense in 2008.

Income taxes. Income taxes increased 29.7% to $6.6 million in 2008 from $5.1 million in 2007, mainly due to higher income before taxes.

Income before extraordinary items, net. Income before extraordinary items was up 105.9% to $19.0 million in 2008 compared with $9.2 million in 2007, as a result of the factors described above.

Extraordinary items, net. In fiscal year 2008, we acquired four project companies (Qingdao Xudong, Weifang Longhai Industry, Weifang Longhai Zhiye and Weifang Qilu) and recorded a gain of $12.6 million as an extraordinary item, based on the differences between our purchase prices and the estimated fair market values of the acquisitions. There were no extraordinary items in 2007.

Net Income. Net income increased 243.0% to $31.6 million in 2008 from $9.2 million in 2007, primarily due higher sales and operating income, and the gain from extraordinary items in 2008, partly offset by higher interest expense, and a lower income tax rate.

Liquidity and Capital Resources

As of December 25, 2009, we had cash and cash equivalents of $2.3 million. The following table provides a summary of our net cash flows from operating, investing, and financing activities. To date, we have financed our operations primarily through net cash flow from operations, augmented by short-term bank borrowings and equity contributions by our shareholders.

U.S. Dollars		Year Ended December 25,
		2009			2008			2007
Net cash provided by (used in) operating activities	$	11,250,820		$	61,015,081		$	1,212,951
Net cash provided by (used in) investing activities		234,814			(58,521,630	)		(13,689,661	)
Net cash provided by (used in) financing activities		(9,866,408	)		(3,805,052	)		14,167,583
Effects of exchange rate change in cash		6,573			16,518			9,891
Net increase (decrease) in cash and cash equivalents		1,625,799			(1,295,083	)		1,700,764
Cash and cash equivalents at beginning of the year		638,639			1,933,722			232,958
Cash and cash equivalent at end of the year	$	2,264,438			638,639		$	1,933,722

Net cash flow from operating activities

In accordance with Accounting Standards Codification, or ASC, 230, Statement of Cash Flows, cash flows from our operations are calculated based upon the local currencies. As a result, amounts related to assets and liabilities reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheet.

Net cash provided by operating activities was $11.3 million in 2009, compared with $61.0 million provided by operating activities in 2008. Net income after adjustment for noncash items was $30.3 million in 2009. This increase was augmented by a reduction in inventories of $24.6 million, related party receivables collected of $7.3 million, expenditures made in previous years but expensed in 2009 of $2.3 million, and an increase in taxes incurred but not paid of $3.8 million. This total increase of $68.3 million was offset by a decrease in deposits received from customers of $38.0 million, income recognized of $10.7 million but either not billed or received in cash, and payments for accounts payable of $9.3 million.

Net cash provided by operating activities was $61.0 million in 2008 compared with $1.2 million in 2007. Net income after adjustment for noncash items was $21.7 million in 2008. This increase was augmented by a net collection from related parties of $58.5 million, a decrease in inventories of $26.0 million, an increase in taxes incurred but not paid of $9.9 million, collection of other receivables of $4.7 million, and collection of contracts receivable of $1.6 million. This total increase of $122.4 million was offset by a decrease in deposits received from customers of $56.5 million, expenditures made but not expensed in 2008 of $1.7 million, and payments for accounts payable of $1.3 million.

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Net cash flow from investing activities

Net cash provided by investing activities in 2009 was $0.2 million, compared with $58.5 million net cash used in investing activities in 2008. The increase was mainly due to the absence in 2009 of the purchase of four subsidiaries acquired in 2008.

Net cash used in investing activities in 2008 was $58.5 million, compared with $13.7 million used in 2007. The increase in the net cash used in investing activities was mainly due to acquisition of four subsidiaries in 2008.

Net cash flow from financing activities

Net cash used in financing activities in 2009 was $9.9 million, compared with $3.8 net cash used in financing activities in 2008. The increase was mainly due to repayments of long-term borrowings in 2009, partly offset by proceeds received from long-term borrowings in 2009.

Net cash used in financing activities in 2008 was $3.8 million, compared with $14.2 million of net cash provided by financing activities in 2007. The decrease was mainly due to a net reduction in short-term borrowing in 2008 and a net increase in short-term borrowing in 2007.

As of December 25, 2009, the amount, maturity date and term of each of our bank loans were as follows:

Bank	Amount outstanding as of December 25, 2009	Maturity Date	Duration
Rural Credit Cooperatives Fangzi Branch	RMB 15,309,428 (approximately $2,247,424)	Jan 13, 2011	1 year
China Agricultural Bank Jimo Branch	RMB 2,203,982 (approximately $323,545)	January, 2013	10 years
China Agricultural Bank Laixi Branch	RMB 1,011,330 (approximately $148,463)	November 2015	10 years
China Construction Bank Caoxian Branch	RMB 35,000,000 (approximately $5,138,000)	May 27, 2010	1 year, 7 months
China Industry and Commercial Bank Chengyang Branch	RMB 200,000,000 (approximately $29,360,000)	May 2010	3 years
China Construction Bank Weihai Branch	RMB 30,000,000 (approximately $4,404,000)	December 2011	2 years
China Construction Bank Gaomi Branch	RMB 4,900,000 (approximately $719,320)	February, 2010	3 years
TOTAL	RMB 288,424,740 (approximately $42,340,752)

We believe that our currently available working capital, including the aggregate proceeds of our capital raising activities and the credit facilities referred to above, should be adequate to sustain our operations at our current levels through at least the next twelve months. We may, however, in the future, require additional cash resources due to changed business conditions, implementation of our strategy to expand our production capacity, or other investments or acquisitions we may decide to pursue. If our own financial resources are insufficient to satisfy our capital requirements, we may seek to sell additional equity or debt securities or obtain additional credit facilities. The sale of additional equity securities could result in dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial covenants that would restrict our operations. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, could limit our ability to expand our business operations and could harm our overall business prospects.

Obligations Under Material Contracts

The table below shows our contractual obligations as of December 25, 2009.

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U.S. Dollars		Payments Due by Period
				Less than						More than
Contractual Obligations		Total		1 year		1-3 years		3-5 years		5 years
Long-term debt obligations	$	39,621,320	$	35,217,320	$	4,404,000	$	-	$	-
Other obligations		-		-		-		-		-
Total	$	39,621,320	$	35,217,320	$	4,404,000	$	-	$	-

Inflation

Inflation and changing prices have not had a material effect on our business, and we do not expect that inflation or changing prices will materially affect our business in the foreseeable future. However, our management will closely monitor price changes in the Chinese economy and the real estate industry and continually maintain effective cost controls in operations.

Off Balance Sheet Arrangements

We do not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, sales or expenses, results of operations, liquidity or capital expenditures, or capital resources that are material to an investment in our securities.

Seasonality

Our operating results and operating cash flows historically have not been subject to dramatic seasonal variations, although there is an increase in advertising and selling expenses when we begin pre-sales of new projects under construction. New market opportunities or new project introductions could change any perceived patterns, seasonal or operational.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires our management to make assumptions, estimates, and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operations. Critical accounting policies are those that are most important to the portrayal of our financial condition and results of operations and require management’s difficult, subjective, or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments. We believe the following critical accounting policies involve the most significant estimates and judgments used in the preparation of our financial statements:

Revenue Recognition

Real estate sales are reported in accordance with the provisions of ASC 360-20, Property, Plant and Equipment, Real Estate Sales, Sales Other Than Retail Land Sales. Revenue from the sales of development properties where the construction period is twelve months or less is recognized by the full accrual method when the sale is consummated. A sale is not considered consummated until (1) the parties are bound by the terms of a contract or agreement, (2) all consideration has been exchanged, (3) any permanent financing of which the seller is responsible has been arranged, (4) all conditions precedent to closing have been performed, (5) the seller does not have substantial continuing involvement with the property, and (6) the usual risks and rewards of ownership have been transferred to the buyer. Revenue recognized to date in excess of amounts received from customers is classified as current assets under contracts receivable. Sales transactions not meeting all the conditions of the full accrual method are accounted for using the deposit method of accounting. Under the deposit method, all costs are capitalized as incurred, and payments received from the buyer are recorded as a deposit liability.

Effective December 26, 2008, the Company adopted the percentage-of-completion method of accounting for revenue recognition for all building construction projects in progress in which the construction period was expected to be more than twelve months at that date. The full accrual method was used before that date for all of our residential and commercial projects. The Company changed to the percentage-of-completion method for contracts longer than one year as this method more accurately reflects how revenue is earned on these contracts, particularly for interim reporting purposes.

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ASC 250 requires retrospective application of a change in accounting principle unless impracticable. The change to the percentage-of-completion method had no effect on our December 25, 2008 financial statements and we found it was impracticable to determine the effect on the December 25, 2007 financial statements as no progress reports detailing the percentage-of-completion of our contracts were prepared for that year.

Revenue and profit from the sale of development properties where the construction period is more than twelve months is recognized by the percentage-of-completion method on the sale of individual units when the following conditions are met: (1) construction is beyond a preliminary stage; (2) the buyer is committed to the extent of being unable to require a refund except for non-delivery of the unit; (3) sufficient units have already been sold to assure that the entire property will not revert to rental property; (4) sales prices are collectible and (5) aggregate sales proceeds and costs can be reasonably estimated. If any of these criteria are not met, proceeds are accounted for as deposits until the criteria are met and/or the sale consummated.

Under the percentage of completion method, revenues from units sold and related costs are recognized over the course of the construction period, based on the completion progress of a project. In relation to any project, revenue is determined by calculating the ratio of completion and applying that ratio to the contracted sales amounts. This ratio of completion is determined by an independent third party hired by the Company as the contractors employed by the Company request advance payments and do not specifically allocate these costs to the various projects. Cost of sales is recognized by multiplying the ratio by the total budgeted costs. Changes to total estimated contract costs or losses, if any, are recognized in the period in which they are determined. Revenue recognized to date in excess of amounts received from customers is classified as current assets under revenue in excess of billings. Amounts received from customers in excess of revenue recognized to date are classified as current liabilities under customer deposits.

Any losses incurred or identified on real estate transaction are recognized in the period in which the transaction occurs.

Real Estate Capitalization and Cost Allocation

Properties under construction or held for sale consist of residential and commercial units under construction and units completed.

Properties under construction or held for sale are stated at cost or estimated net realizable value, whichever is lower. Costs include costs of land use rights, direct development costs, including predevelopment costs, interest on indebtedness, construction overhead and indirect project costs. Total estimated costs of multi-unit developments are allocated to individual units based upon specific identification methods. Costs of land use rights include land premiums and deed tax and are allocated to projects on the basis of acreage and GFA.

Allowance for Doubtful Accounts

The Company recognizes an allowance for doubtful accounts to ensure contracts receivable, related party receivables and other receivables are not overstated due to uncollectability. Bad debt reserves are maintained for all customers based on a variety of factors, including the length of time the receivables are past due, significant one-time events and historical experience. An additional reserve for individual accounts is recorded when the Company becomes aware of a customer's or debtor's inability to meet its financial obligation, such as in the case of bankruptcy filings or deterioration in the customer's or debtor’s operating results or financial position. If circumstances related to customers or debtors change, estimates of the recoverability of receivables would be further adjusted.

Land Appreciation Tax (“LAT”)

In accordance with the relevant taxation laws in the PRC, the Company is subject to LAT based on progressive rates ranging from 30% to 60% on the appreciation of land value, which is calculated as the proceeds of sales of properties less deductible expenditures, including borrowings costs and all property development expenditures. The tax rules to implement the laws stipulate that the whole project must be completed before the LAT obligation can be assessed. Accordingly, the Company records the liability and the related expense at the completion of a project, unless the tax authorities impose an assessment at an earlier date. Deposits made against the eventual obligation are included in prepaid expenses.

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SUPPLEMENTARY FINANCIAL INFORMATION

Quarterly Financial Results

The following table presents our unaudited and unreviewed quarterly consolidated statement of operations for the quarters presented. We believe that the historical quarterly information has been prepared substantially on the same basis as the audited consolidated financial statements, and all necessary adjustments, consisting only of normal recurring adjustments, have been included in the amounts below to state fairly the unaudited quarterly results of operations data.

(All amounts in thousands of U.S. dollars; unaudited and unreviewed)

		Dec 25,			Sep 25,			Jun 25,			Mar 25,			Dec 25,			Sep 25,			Jun 25,			Mar 25,
		2009			2009			2009			2009			2008			2008			2008			2008
Sales	$	54,106		$	9,266		$	10,848		$	16,821		$	46,046		$	13,273		$	17,006		$	707
Sales to related party		3,274			-			-			-			-			-			-			-
Total sales		57,380			9,266			10,848			16,821			46,046			13,273			17,006			707
Cost of sales		(35,266	)		(5,874	)		(6,144	)		(10,158	)		(27,177	)		(9,219	)		(9,657	)		(268	)
Cost of sales to related party		(854	)		-			-			-			-			-			-			-
Total cost of sales		(36,120	)		(5,874	)		(6,144	)		(10,158	)		(27,177	)		(9,219	)		(9,657	)		(268	)
Gross profit		21,260			3,392			4,704			6,663			18,869			4,054			7,349			439
Advertising expenses		(16	)		(90	)		(4	)		(158	)		(79	)		(4	)		(7	)		(22	)
Commission expenses		-			-			(81	)		(4	)		(121	)		(45	)		(147	)		(261	)
Selling expenses		(19	)		(6	)		(16	)		(9	)		(50	)		(7	)		(14	)		(10	)
Bad debt expense		(207	)		-			-			-			(1,199	)		-			-			-
General and administrative expenses		(2,351	)		(956	)		(815	)		(534	)		(193	)		(1,031	)		(473	)		(587	)
Total operating expenses		(2,593	)		(1,052	)		(916	)		(705	)		(1,642	)		(1,087	)		(641	)		(880	)
Income from operations		18,667			2,340			3,788			5,958			17,227			2,967			6,708			(441	)
Gain on business acquisition (bargain purchase)		3,189			-			-			-			-			-			-			-
Miscellaneous income		152			(9	)		(7	)		191			(11	)		61			34			8
Interest expense		(34	)		(29	)		(340	)		(464	)		(247	)		(386	)		(235	)		(101	)
Income before income taxes and extraordinary items		21,974			2,302			3,441			5,685			16,969			2,642			6,507			(534	)
Income taxes – current & deferred		(9,058	)		-			-			-			(6,602	)		-			-			-
Income before extraordinary items		12,916			2,302			3,441			5,685			10,367			2,642			6,507			(534	)
Extraordinary items, net of income tax		-			-			-			-			12,636			-			-			-
Net income	$	12,916		$	2,302		$	3,441		$	5,685		$	23,003		$	2,642		$	6,507		$	(534	)

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Interest Rate Risk

We are exposed to interest rate risk primarily with respect to our short-term bank loans and long-term bank loans. Although the interest rates, which are based on the banks’ prime rates with respect to our short-term loans are fixed for the terms of the loans, the terms are typically three to twelve months for short-term bank loans and interest rates are subject to change upon renewal. There were no material changes in interest rates for short-term bank loans renewed during the year ended December 25, 2009.

A hypothetical 1.0% increase in the annual interest rates for all of our credit facilities under which we had outstanding borrowings as of December 25, 2009, would decrease net income before provision for income taxes by approximately $0.34 million for the year ended December 25, 2009. Management monitors the banks’ prime rates in conjunction with our cash requirements to determine the appropriate level of debt balances relative to other sources of funds. We have not entered into any hedging transactions in an effort to reduce our exposure to interest rate risk.

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Foreign Exchange Risk

While our reporting currency is the U.S. Dollar, all of our consolidated sales and consolidated costs and expenses are denominated in RMB. All of our assets are denominated in RMB except for cash. As a result, we are exposed to foreign exchange risk as our sales and results of operations may be affected by fluctuations in the exchange rate between U.S. Dollars and RMB. If RMB depreciates against the U.S. Dollar, the value of our RMB sales, earnings and assets as expressed in our U.S. Dollar financial statements will decline. Assets and liabilities are translated at exchange rates at the balance sheet dates and revenue and expenses are translated at the average exchange rates and shareholders’ equity is translated at historical exchange rates. Any resulting translation adjustments are not included in determining net income but are included in determining other comprehensive income, a component of shareholders’ equity. We have not entered into any hedging transactions in an effort to reduce our exposure to foreign exchange risk.

The value of the RMB against the U.S. dollar and other currencies is affected by, among other things, changes in China’s political and economic conditions. Since July 2005, the RMB has not been pegged to the U.S. dollar. Although the People’s Bank of China regularly intervenes in the foreign exchange market to prevent significant short-term fluctuations in the exchange rate, the RMB may appreciate or depreciate significantly in value against the U.S. dollar or Euro in the medium to long term. Moreover, it is possible that in the future, PRC authorities may lift restrictions on fluctuations in RMB exchange rate and lessen intervention in the foreign exchange market.

Inflation

Inflationary factors such as increases in the cost of our product and overhead costs may adversely affect our operating results. Although we do not believe that inflation has had a material effect on our financial position or results of operations to date, a high rate of inflation in the future may have an adverse effect on our ability to maintain current levels of gross margin and selling, general and administrative expenses as a percentage of net sales if the selling prices of our products do not increase with these increased costs.

PROPERTIES

All land in China is owned by the State. Individuals and companies are permitted to acquire rights to use land or land use rights for specific purposes. In the case of land used for industrial purposes, the land use rights are granted for a period of 50 years. This period may be renewed at the expiration of the initial and any subsequent terms. Granted land use rights are transferable and may be used as security for borrowings and other obligations.

We have a bank of land use rights, consisting of six properties with a total land area of 387,127 square meters. On these properties, we plan to construct, among others, a luxury high-rise beach hotel, high-rise residential and commercial buildings, residential villas, and a high-rise office building. Please see “Description of Business - Projects” for details about our land reserves.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding beneficial ownership of each class of our voting securities as of April 16, 2010 (i) by each person who is known by us to beneficially own more than 5% of our voting securities; (ii) by each of our officers and directors; and (iii) by all of our officers and directors as a group. Unless otherwise specified, the address of each of the persons set forth below is in care of the Company, Floor 28, Block C, Longhai Mingzhu Building, No.182 Haier Road, Qingdao 266000, People’s Republic of China.

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Name and Address of Beneficial Owner	Office, If Any	Shares Beneficially Owned(1)
		Ordinary Shares(2)		Preference Shares(3)		% Total
		Shares	% of Class	Shares	% of Class	Voting Power(4)
Directors and Officers
Antoine Cheng (5)	Chairman	29,235,000	94.31%	0	*	86.56%
Weiqing Zhang	CEO & President	0	*	0	*	*
Yang Chen	CFO & Vice President	0	*	0	*	*
Joseph Rozelle c/o Nautilus Global Business Partners 700 Gemini, Suite 100 Houston, TX 77058	Director	0	*	0	*	*
All officers and directors as a group (4 persons named above)		29,235,000	94.31%	0	*	86.56%
5% Security Holders
Longhai Holdings Company Limited(5)		29,235,000	94.31%	0	*	86.56%
Jayhawk Private Equity Fund II, L.P. (6) 930 Tahoe Blvd., 802-281 Incline Village, NV 89451		375,000	1.20%	750,000	27.03%	3.29%
Access America Fund, LP (7) 11200 Westheimer Rd., Suite 508 Houston, TX 77042		404,164	1.30%	375,000	13.51%	2.29%
Hua-Mei 21st Century Partners, LP (8) 237 Park Avenue, 9th Floor New York, NY 10017		446,500	1.43%	475,000	17.12%	2.71%
Guerrilla Partners, LP (9) 237 Park Avenue, 9th Floor New York, NY 10017		258,500	*	275,000	9.91%	1.57%
Taylor International Fund, Ltd. (10) 714 S. Dearborn Street, 2nd Floor Chicago, IL 60605		404,164	1.30%	375,000	13.51%	2.29%

* Less than 1%

(1)	Beneficial Ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Each of the beneficial owners listed above has direct ownership of and sole voting power and investment power with respect to our ordinary shares. For each beneficial owner above, any options exercisable within 60 days have been included in the denominator.
(2)	Based on 31,000,062 ordinary shares issued and outstanding as of April 16, 2010.
(3)	Based on 2,774,700 Preference Shares issued and outstanding as of April 16, 2010. Each Preference Share is convertible into one (1) ordinary share (subject to customary adjustments for stock splits, combinations, or equity dividends on ordinary shares). Holders of Preference Shares vote with the holders of ordinary shares on all matters on an “as converted” basis. See “Description of Securities – Preference Shares” below for more information regarding our Preference Shares.
(4)	Percentage of Total Capital Stock represents total ownership with respect to all shares of our ordinary shares and Preference Shares, as a single class and on an “as converted” basis.
(5)	Includes 29,235,000 ordinary shares held by Longhai Holdings Company Limited. Mr. Antoine Cheng is the sole shareholder and director of Longhai Holdings Company Limited and has voting and dispositive control over the securities held by it.
(6)	Includes 375,000 shares underlying a warrant to purchase our ordinary shares. Kent C. McCarthy has sole voting and dispositive power over securities held by Jayhawk Private Equity Fund II, L.P.
(7)	Includes 187,500 shares underlying a warrant to purchase our ordinary shares. Christopher Efird is the Managing Partner of Access America Fund, LP and has voting and dispositive control over securities held by it.
(8)	Includes 237,500 shares underlying a warrant to purchase our ordinary shares. Peter Siris is the Managing Director of Hua-Mei 21st Century Partners, LP and has voting and dispositive control over securities held by it.
(9)	Includes 137,500 shares underlying a warrant to purchase our ordinary shares. Peter Siris is the Managing Director of Guerrilla Partners, LP and has voting and dispositive control over securities held by it.
(10)	Includes 187,500 shares underlying a warrant to purchase our ordinary shares. Robert J. Kirkland is the President of Taylor Asset Management, Inc., the general partner of Taylor International Fund, Ltd., and has voting and dispositive control over securities held by it.

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Changes in Control

We do not currently have any arrangements which if consummated may result in a change of control of our Company.

DIRECTORS AND EXECUTIVE OFFICERS,
PROMOTERS AND CONTROL PERSONS

Directors and Executive Officers

The following sets forth information about our directors and executive officers as of the date of this report:

NAME	AGE	POSITION
Antoine Cheng	53	Chairman of the Board of Directors
Weiqing Zhang	36	Chief Executive Officer, President and Director (1)
Yang Chen	38	Chief Financial Officer and Vice President
Zhongbo Zhou	34	Director (1)
Joseph Rozelle	35	Director (2)

(1)	Mr. Zhang and Mr. Zhou will become directors on the tenth day following the mailing of the Information Statement to our shareholders, which will be mailed on or about April 20, 2010.
(2)	Mr. Rozelle, our former President and Chief Financial Officer, has resigned from our board of directors, effective as of the tenth day following the mailing of the Information Statement to our shareholders.

Mr. Antoine Cheng. Mr. Cheng has been the Chairman of our board of directors since the closing of our reverse acquisition of Leewell on April 14, 2010 and has served as the Chairman of Oumei since 2006. Mr. Cheng became Chairman of Oumei after he retired from government service. Prior to joining Oumei, Mr. Cheng served as Chief Director of the Industry and Commerce Department of the Qingdao (Pingdu and Jimo) Municipal Government from 1998 to 2006 and as Vice Chief Director of the Public Security Bureau of the Pingdu Municipal Government from 1992 to 1998. Mr. Cheng received his Master’s degree in economics from Shandong Public Administration College in 2005.

Mr. Weiqing Zhang. Mr. Zhang has served as our Chief Executive Officer and President since the closing of our reverse acquisition of Leewell on April 14, 2010 and will become a member of our board of directors on the tenth day following the mailing of the Information Statement to our shareholders, which will be mailed on or about April 20, 2010. Mr. Zhang has held the same positions with Oumei since its formation in May 2001. Prior to joining Oumei, he was responsible for properties development for Longhai Real Estate Development Co., Ltd., between August 1994 and May 2001. With more than 15 years of experience in real estate development, Mr. Zhang has successfully developed more than two million square meters of GFA and has also served in strategic planning and general administration functions. He graduated from Qingdao Construction Engineering College in 1994 with a Bachelor’s degree in Business.

Mr. Yang Chen. Mr. Chen has served as our Chief Financial Officer and Vice President since the closing of our reverse acquisition of Leewell on April 14, 2010, and has held the same positions with Oumei since January 2008. Mr. Chen has more than 17 years of experience in accounting and financial management. Prior to joining Oumei, he served as chief financial officer for several companies, including Mudanjiang Dongxing Group Corporation, a retail-oriented diversified company (hotels, supermarkets, villas, and electrical equipment) from 2004 to 2008 and Harbin Guangyun Electrical Appliance Co., Ltd. prior to joining Mudanjiang Dongxing in 2004. Mr. Chen graduated from Harbin Institute of Technology with a Bachelor’s degree in industrial accounting in 1992.

Mr. Zhongbo Zhou. Mr. Zhou will become a member of our board of directors on the tenth day following the mailing of the Information Statement to our shareholders, which will be mailed on or about April 20, 2010. Mr. Zhou also serves as the Vice General Manager of Engineering Department of Oumei, where he is responsible for project and sales management.

He joined Oumei in 2001 and served as its Vice General Manager of Administration from 2005 to 2007. Mr. Zhou holds a Bachelor’s degree in civil engineering of Qingdao Technical University.

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Mr. Joseph Rozelle. Mr. Rozelle has been one of our directors since April 2006 and served as our President and Chief Financial Officer from September 2006 until the closing of our reverse acquisition of Leewell on April 14, 2010. On April 14, 2010, Mr. Rozelle resigned from all offices he held with us. On the same date, he submitted his resignation as a member of our board of directors, which will become effective the tenth day following the mailing of the Information Statement to our shareholders, which will be mailed on or about April 20, 2010. Mr. Rozelle is currently the President of Nautilus Global Partners, LLC, a company dedicated to facilitation of “going public” transactions for foreign and domestic operating companies on the public United States Exchanges. Prior to joining Nautilus Global Partners, LLC in 2006, Mr. Rozelle was a consultant with Accretive Solutions, providing Sarbanes-Oxley Compliance consulting and other accounting related consulting services. During his career he has served in several companies in positions where he worked in financial modeling, due diligence, preparation of investment summaries, asset securitization, planning and financial analysis, risk analysis, mergers and acquisition evaluation, corporate budgeting, commercial banking, auditing, and SEC filings involving corporate mergers, spin-offs, public debt offerings, and annual reports. Mr. Rozelle holds a Bachelors of Business Administration degree from the University of Houston and a Masters of Business Administration degree from the Jesse H. Jones School of Management at Rice University. Mr. Rozelle is also the sole director and sole executive officer of VPGI, Inc., a public corporation.

Significant Employees

In addition to the foregoing named officers and directors, the following employees are also key to our business and operations:

NAME	AGE	POSITION
Zhongbo Zhou	34	Vice General Manager of Engineering Department of Oumei
Yalei Chen	33	Vice General Manager of Development Strategies Department of Oumei

Mr. Zhongbo Zhou. Mr. Zhou has served as Oumei’s Vice General Manager of Engineering Department since 2007 and is responsible for project and sales management. He joined Oumei in 2001 and served as its Vice General Manager of Administration from 2005 to 2007. Mr. Zhou holds a Bachelor’s degree in civil engineering from Qingdao Technical University.

Mr. Yalei Chen. Mr. Chen has served as Oumei’s Vice General Manager of Development Strategies Department since 2007 and is in charge of its development strategies. He joined Oumei in 2001 as a technician and assistant to General Manager. Prior to that, Mr. Chen worked as a technician in Qingdao Pingdu Construction Group Company Factory and ZTE Corporation. He graduated from China Agricultural University in 1997 with a college diploma.

Family Relationships

There are no family relationships among any of our officers or directors.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, or has been a party to any judicial or administrative proceeding during the past five years that resulted in a judgment, decree, or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws, except for matters that were dismissed without sanction or settlement. Except as set forth in our discussion below in “Certain Relationships and Related Transactions, and Director Independence – Transactions with Related Persons,” none of our directors, director nominees, or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates, or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Background and Compensation Philosophy

Prior to our reverse acquisition of Leewell, our operating subsidiaries were private limited companies organized under the laws of the PRC, and in accordance with PRC regulations, the salary of our executives was determined by our shareholders.

In 2009, our named executive officers included Mr. Weiqing Zhang, our Chief Executive Officer and President, and Mr. Yang Chen, our Chief Financial Officer. Mr. Zhang is also a member of our board of directors. In 2009, our board of directors determined the compensation of our named executive officers, based on our financial and operating performance and prospects, the level of compensation paid to similarly situated executives in comparably sized companies and the contributions made by each of the executive officers to our success. As disclosed below, each of the named executive officers entered into an employment agreement and their employment agreements govern the amount of base salary the executives are paid.

As the membership of our board of directors increases, our board of directors may form a compensation committee charged with the oversight of our executive compensation plans, policies and programs and the authority to determine and approve the compensation of our chief executive officer and make recommendations with respect to the compensation of our other executive officers.

Elements of Compensation

We provide our executive officers with a base salary and discretionary bonuses to compensate them for services rendered during the year. We believe that our policy of compensating our executives in this way has served the company well and does not encourage unreasonable risk-taking.

• Base Salary. The base salary we provide is intended to equitably compensate the named executive officers based upon their level of responsibility, complexity and importance of role, leadership and growth potential, and experience. The base salary paid to our named executive officers is governed by their respective employment agreements and is reflected in the Summary Compensation Table below.

• Discretionary Bonus. We did not pay bonus compensation to our executive officers in 2009. If, in the future, our board of directors determines to provide bonus compensation as a regular part of our executive compensation package, our compensation committee or our board if we do not yet have a compensation committee, may adopt a formal incentive bonus plan, which will establish performance goals for each of the executive officers and maximum amounts that may be earned upon attainment of such performance goals.

• Equity Incentives. Presently, we do not have an equity based incentive program and we did not grant stock based awards as a component of compensation in 2009. In the future, we may adopt and establish an equity incentive plan pursuant to which awards may be granted and which will provide us with the ability to provide to our eligible employees, including each of our named executive officers, grants of stock compensation awards based on our shares if our compensation committee determines that such awards are in our and our shareholders’ best interests.

• Retirement Benefits. Our executive officers are not presently entitled to company-sponsored retirement benefits.

• Perquisites. Historically, we have provided certain of our named executive officers with perquisites and other personal benefits that we believe are reasonable. We do not view perquisites as a significant element of our comprehensive compensation structure, but do believe they can be useful in attracting, motivating and retaining the executive talent for which we compete, especially for executives who perform services abroad as expatriates. We believe that these additional benefits assist our executives in performing their duties and provide time efficiencies for our executives. It is expected that our historical practices regarding perquisites will continue and will be subject to periodic review by our compensation committee.

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Summary Compensation Table — Fiscal Years Ended December 25, 2009, 2008 and 2007

The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to the named persons for services rendered in all capacities during the noted periods. No other executive officer received total annual salary and bonus compensation in excess of $100,000.

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	All Other Compensation ($)	Total ($)
Weiqing Zhang, Chief Executive Officer (1)	2009	15,812	0	0	0	0	15,812
	2008	14,000	0	0	0	0	14,000
	2007	9,000	0	0	0	0	9,000
Yang Chen, Chief Financial Officer (1)	2009	14,000	0	0	0	0	14,000
	2008	14,000	0	0	0	0	14,000
	2007	-	-	-	-	-	-
Joseph Rozelle, Former President and Chief Financial Officer (2)	2009	0	0	0	0	0	0
	2008	0	0	0	0	0	0
	2007	0	0	0	0	0	0

(1)

On April 14, 2010, we acquired Leewell in a reverse acquisition transaction that was structured as a share exchange and in connection with that transaction, Mr. Weiqing Zhang became our Chief Executive Officer and President and Mr. Chen became our Chief Financial Officer and Vice President. Prior to the effective date of the reverse acquisition, Messrs. Zhang and Chen held the same positions with Leewell’s subsidiary, Oumei. The annual, long-term, and other compensation shown in this table includes the amounts Messrs. Zhang and Chen received from Oumei prior to the consummation of the reverse acquisition. Mr. Chen was not employed by Oumei in 2007.

(2)

Mr. Joseph Rozelle resigned from all offices he held with us upon the closing of the reverse acquisition of Leewell on April 14, 2010.

Summary of Employment Agreements and Material Terms

All of our employees, including Mr. Weiqing Zhang, our Chief Executive Officer and President, and Mr. Yang Chen, our Chief Financial Officer and Vice President, have executed our standard employment agreement. Our employment agreements with our executives provide the amount of each executive officer’s salary and establish their eligibility to receive a bonus. Mr. Zhang’s employment agreement provides for an annual salary of RMB108,000 (approximately $16,000) and expires on June 5, 2012, and Mr. Chen’s employment agreement provides for an annual salary of RMB96,000 (approximately $15,000) and expires on July 1, 2012.

Other than the salary and necessary social benefits required by the government, which are defined in the employment agreement, we currently do not provide other benefits to our officers at this time. Our executive officers are not entitled to severance payments upon the termination of their employment agreements or following a change in control.

Grants of Plan-Based Awards

No plan-based awards were granted to any of our named executive officers during the fiscal year ended December 25, 2009.

Outstanding Equity Awards at Fiscal Year End

No unexercised options or warrants were held by any of our named executive officers at December 25, 2009. No equity awards were made during the fiscal year ended December 25, 2009.

Option Exercises and Stock Vested

No options to purchase our capital stock were exercised by any of our named executive officers, nor was any restricted stock held by such executive officers vested during the fiscal year ended December 25, 2009.

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Pension Benefits

No named executive officers received or held pension benefits during the fiscal year ended December 25, 2009.

Nonqualified Deferred Compensation

No nonqualified deferred compensation was offered or issued to any named executive officer during the fiscal year ended December 25, 2009.

Potential Payments Upon Termination or Change in Control

Our executive officers are not entitled to severance payments upon the termination of their employment agreements or following a change in control.

Compensation of Directors

No member of our board of directors received any compensation for his services as a director during the fiscal year ended December 25, 2009.

Compensation Committee Interlocks and Insider Participation

During the fiscal year 2009 we did not have a standing compensation committee. Our board of directors was responsible for the functions that would otherwise be handled by the compensation committee. All directors participated in deliberations concerning executive officer compensation, including directors who were also executive officers, however, none of our executive officers received any compensation during the last fiscal year. None of our executive officers has served on the board of directors or compensation committee (or other committee serving an equivalent function) of any other entity, any of whose executive officers served on our Board or Compensation Committee.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
AND DIRECTOR INDEPENDENCE

Transactions With Related Persons

The following includes a summary of transactions since the beginning of the 2009 fiscal year, or any currently proposed transaction, in which we were or are to be a participant and the amount involved exceeded or exceeds $120,000 and in which any related person had or will have a direct or indirect material interest (other than compensation described under “Executive Compensation”). We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid or received, as applicable, in arm’s-length transactions.

• As of December 25, 2009 and 2008, we had a total of $2,949,102 and $15,279,068, respectively, due from Longhai Group and its subsidiaries. The Longhai Group is controlled by Mr. Antoine Cheng, our Chairman. These balances have no stated terms for repayment and are not interest bearing.

• In 2009, we sold two floors of a project for office use to Longhai Construction Company, a subsidiary of Longhai Group, for approximately $3,274,000.

Policies and Procedures for Review, Approval or Ratification of Transactions with Related Persons

As we increase the size of our board of directors and gain independent directors, we expect to prepare and adopt a written related-person transactions policy that sets forth our policies and procedures regarding the identification, review, consideration and approval or ratification of “related-persons transactions.” For purposes of our policy only, a “related-person transaction” will be a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we and any “related person” are participants involving an amount that exceeds $120,000. Transactions involving compensation for services provided to us as an employee, director, consultant or similar capacity by a related person will not be covered by this policy. A related person will be any executive officer, director or a holder of more than five percent of our ordinary shares, including any of their immediate family members and any entity owned or controlled by such persons.

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We anticipate that, where a transaction has been identified as a related-person transaction, the policy will require management to present information regarding the proposed related-person transaction to our audit committee (or, where approval by our audit committee would be inappropriate, to another independent body of our board of directors) for consideration and approval or ratification. Management’s presentation will be expected to include a description of, among other things, the material facts, the direct and indirect interests of the related persons, the benefits of the transaction to us and whether any alternative transactions are available.

To identify related-person transactions in advance, we are expected to rely on information supplied by our executive officers, directors and certain significant shareholders. In considering related-person transactions, our board of directors will take into account the relevant available facts and circumstances including, but not limited to:

• the risks, costs and benefits to us;

• the effect on a director’s independence in the event the related person is a director, immediate family member of a director or an entity with which a director is affiliated;

• the terms of the transaction;

• the availability of other sources for comparable services or products; and

• the terms available to or from, as the case may be, unrelated third parties or to or from our employees generally.

We also expect that the policy will require any interested director to excuse himself or herself from deliberations and approval of the transaction in which the interested director is involved.

Promoters and Certain Control Persons

We did not have any promoters at any time during the past five fiscal years.

Director Independence

We currently do not have any independent directors, as the term “independent” is defined by the rules of the Nasdaq Stock Market.

LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse affect on our business, financial condition or operating results.

MARKET PRICE AND DIVIDENDS ON OUR COMMON EQUITY
AND RELATED SHAREHOLDER MATTERS

Market Information

There currently is no market for our ordinary shares. We plan to list our ordinary shares as soon as practicable. However, we cannot assure you that we will be able to meet the initial listing standards of any stock exchange, or that we will be able to maintain any such listing. Until our ordinary shares are listed on an exchange, we expect that they would be eligible to be quoted on the over-the-counter bulletin board maintained by the Financial Industry Regulatory Authority. In this venue, however, an investor may find it difficult to obtain accurate quotations as to the market value of our ordinary shares and trading of our ordinary shares may be extremely sporadic. For example, several days may pass before any shares may be traded. A more active market for our ordinary shares may never develop. In addition, if we failed to meet the criteria set forth in SEC regulations, various requirements would be imposed by law on broker-dealers who sell our securities to persons other than established customers and accredited investors. Consequently, such regulations may deter broker-dealers from recommending or selling our ordinary shares, which may further affect its liquidity and could make it more difficult for us to raise additional capital.

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Holders

As of April 16, 2010 there were approximately 490 holders of record of our ordinary shares. This number does not include shares held by brokerage clearing houses, depositories or others in unregistered form.

Dividends

On December 10, 2008, our board of directors authorized a special dividend to our shareholders of record of $166,075. Two of our shareholders, Access America Fund, LP and Mid-Ocean Consulting Limited, did not accept the dividend.

Other than this dividend, we have never declared or paid a cash dividend. Any future decisions regarding dividends will be made by our board of directors. We currently intend to retain and use any future earnings for the development and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future. Our board of directors has complete discretion on whether to pay dividends. Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant.

Securities Authorized for Issuance Under Equity Compensation Plans

We do not have in effect any compensation plans under which our equity securities are authorized for issuance and we do not have any outstanding stock options.

RECENT SALES OF UNREGISTERED SECURITIES

Reference is made to the disclosure set forth under Item 3.02 of this report, which disclosure is incorporated by reference into this section.

DESCRIPTION OF SECURITIES

Our authorized share capital consists of 100,000,000 ordinary shares, par value $0.002112 per share, and 20,000,000 preference shares, par value $0.002112 per share.

We are a Cayman Islands exempted company and our affairs are governed by our memorandum and articles of association, the Companies Law (2009 Revision) and the common law of the Cayman Islands. The following are summaries of material provisions of our memorandum and articles of association and the Companies Law insofar as they relate to the material terms of our ordinary shares. Complete copies of our memorandum and articles of association are filed as exhibits to our public filings.

Ordinary Shares

General. All the issued and outstanding ordinary shares are fully paid and non-assessable. Our ordinary shares are not entitled to any sinking fund or pre-emptive rights.

Dividends. The holders of our ordinary shares are entitled to such dividends as may be declared or paid by our board of directors subject to our memorandum and articles of association and the Companies Law. No dividend may be declared or paid unless our directors determine that immediately after the payment, we will be able to satisfy our liabilities as they become due in the ordinary course of business, and we have funds lawfully available for such purpose.

Voting Rights. The holders of our ordinary shares have identical rights, as provided by our memorandum and articles of association. General meetings of shareholders are expected to be held annually and may be convened by the board of directors as it may consider necessary or desirable or upon a request of one or more shareholders holding in the aggregate not less than 10% of our voting share capital. If the board of directors does not convene a requisitioned meeting within 21 days of the deposit of the requisition notice, the requisitionists may themselves convene the general meeting.

A quorum for a general meeting of shareholders is considered present if there are one or more shareholders entitled to vote and present in person or by proxy holding in aggregate more than 50% of our voting share capital. If a quorum is not present within half an hour after the time appointed for the general meeting, the general meeting shall stand adjourned to the same day in the next week at the same time and place. If at such adjourned general meeting a quorum is not present within half an hour from the time appointed for holding the general meeting, the shareholder or shareholders present in person or by proxy shall be a quorum and may transact the business for which the general meeting was called.

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An ordinary resolution to be passed by the shareholders requires the affirmative vote of a simple majority of the votes attaching to our shares cast in a general meeting, while a special resolution requires the affirmative vote of no less than two-thirds of the votes cast attaching to our shares. Pursuant to the Companies Law, special resolution is required for important matters such as amending the memorandum and articles of association, a change of name and winding up. Holders of our shares may affect certain changes by ordinary resolution, including electing and removing directors.

Transfer of Shares. Subject to our memorandum and articles of association, as applicable, any of our shareholders may transfer all or any of his or her ordinary shares by an instrument of transfer in the usual or common form or any other form approved by our board. Our board of directors may, in its sole discretion, decline to register any transfer of any ordinary share for any or no reason. If our directors refuse to register a transfer, they shall, within two months after the date on which the instrument of transfer was lodged, send to each of the transferor and the transferee notice of such refusal. The registration of transfers may be suspended and the register closed at such times and for such periods as our board of directors may from time to time determine; provided, however, that the registration of transfers shall not be suspended nor the register closed for more than 45 days in any year.

Liquidation. On a return of capital on winding up or otherwise (other than on conversion, redemption or purchase of shares), after payment in full of the amounts required to be paid to creditors and holders of any issued and outstanding preference shares, if any, all holders of ordinary shares are entitled to receive the same amount per share with respect to any distribution of assets to holders of ordinary shares.

Calls on Ordinary Shares and Forfeiture of Ordinary Shares. Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their ordinary shares in a notice served to such shareholders at least 14 days prior to the specified time and place of payment. The ordinary shares that have been called upon and remain unpaid on the specified time are subject to forfeiture in accordance with the procedure under our memorandum and articles of association.

Redemption of Ordinary Shares. Ordinary shares are not redeemable but, subject to the provisions of the Companies Law, we may issue shares on terms that are subject to redemption, at our option or at the option of the holders, on such terms and in such manner as may be determined pursuant to our memorandum and articles of association.

Variations of Rights of Shares. All or any of the special rights attached to any class of shares may, subject to the provisions of the Companies Law, be varied either with the consent of the holders of two-thirds of the issued shares of that class or with the sanction of a special resolution passed at a general meeting of the holders of the shares of that class.

Inspection of Books and Records. Holders of our ordinary shares will have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or our corporate records (other than our memorandum and articles of association). However, we provide our shareholders with annual audited financial statements.

Directors. Unless the shareholders otherwise decided by ordinary resolution, the minimum number of directors is one, and the maximum number is unlimited. Our board of directors will consist of a single class of directors who will serve until they resign or are removed in accordance with the memorandum and articles of association. Our board has the power at any time to appoint a person as a director either to fill a casual vacancy or as an addition to the existing board. A director may be removed from office, with or without cause, by an ordinary resolution of shareholders. A meeting of directors is duly constituted if, at the commencement of the meeting, there are present, in person or by proxy, not less than two directors (unless a different quorum has otherwise been fixed by our board). Any resolution that may be passed by our directors or a committee of directors at a meeting may also be passed by a unanimous written resolution of the directors.

Preference Shares

On April 14, 2010, our board of directors established a series of our preference shares, par value $0.002112 per share, designated as “6% Convertible Preference Shares” (which we refer to herein as the Preference Shares). A summary of the Preference Shares is set forth below:

Ranking. With respect to rights upon liquidation, winding-up or dissolution, the Preference Shares rank senior to our ordinary shares and any other classes or series of stock of the Company not designated as ranking senior to or pari passu with the Preference Shares.

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Voting. The holders of the Preference Shares will vote on an “as converted” basis, together with the ordinary shares, as a single class, in connection with any proposal submitted to our shareholders.

Conversion. Each Preference Share is optionally convertible into one (1) fully paid and non-assessable ordinary share.

Mandatory Conversion. We have the right to convert outstanding Preference Shares into ordinary shares if, for a period of at least twenty (20) consecutive business days, (i) the volume weighted average price of our ordinary shares equals or exceeds US$6.00, (ii) average daily trading volume of our ordinary shares equals or exceeds 50,000 shares per day, and (iii) trading volume of our ordinary shares equals or exceeds 30,000 shares on every business day during this period.

Anti-Dilution. The number of ordinary shares into which each Preference Share may be converted into will be proportionally adjusted in the event of any stock splits, combinations, or equity dividends on ordinary shares. Upon certain reorganizations, reclassifications, mergers, or consolidations, the holders of Preference Shares may convert their shares into the securities or property that they would have been entitled to upon the consummation of such transaction if the holder had converted the Preference Shares immediately prior to such transaction.

Dividends. Each Preference Share will be entitled to receive cumulative dividends at the annual rate of six percent (6%) accruing on a daily basis on the purchase price of the Preference Share. Such dividends will be payable in cash annually on January 1 beginning with the first such date after April 14, 2010. If the six percent (6%) dividend is not timely paid in full, any such unpaid dividend amount will be increased by 6% per year, accruing on a daily basis.

Liquidation. In the event of the liquidation, dissolution or winding up of the affairs of the Company, whether voluntary or involuntary, the holders of the Preference Shares then outstanding will be entitled to receive, out of the assets of the Company available for distribution to its shareholders, an amount equal to the amount credited as paid up on the Preference Shares plus accrued but unpaid dividends, before any payment shall be made or any assets distributed to the holders of the ordinary shares or any other class or series of stock issued by the Company not designated as ranking senior to or pari passu with the Preference Shares in respect of the right to participate in distributions or payments upon a liquidation event.

Corporate Law

The Companies Law differs from laws applicable to U.S. corporations and their shareholders. Set forth below is a summary of the significant differences between the provisions of the Companies Law applicable to us and the laws applicable to companies incorporated in the United States and their shareholders.

Director Independence

Neither Cayman Islands law nor our memorandum and articles of association require that a majority of our directors be independent. As a matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company, and therefore it is considered that he owes the following duties to the company—a duty to act bona fide in the best interests of the company, a duty not to make a profit based on his position as director (unless the company permits him or her to do so) and a duty not to put himself or herself in a position where the interests of the company conflict with his or her personal interest or his or her duty to a third party. The duty of a director not to put himself or herself in a position of conflict may be modified by the company's articles of association. Our articles of association permit our directors to have such a conflict and to participate and vote in respect of any decision in which they may have a conflict, provided their conflicting interests are adequately disclosed. This does not modify the directors' duty to act in a way they consider to be bona fide in the best interests of the company.

A director of a Cayman Islands company owes to the company a duty to act with skill and care. It was previously considered that a director need not exhibit in the performance of his duties a greater degree of skill than may reasonably be expected from a person of his knowledge and experience. However, English and Commonwealth courts have moved towards a dual objective/subjective standard with regard to the required skill and care, to the effect that a director must exercise the skill and care of a reasonably diligent person having both (a) the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same actions as our carried out by that direction in relation to the company and (b) the general knowledge, skill and experience that that particular director has. These authorities are likely to be followed in the Cayman Islands.

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Restrictions on Nonresident or Foreign Shareholders

Under Cayman Islands law, there are no limitations on the rights of nonresident or foreign shareholders to hold or vote our ordinary shares.

Anti-Money Laundering — Cayman Islands

In order to comply with legislation or regulations aimed at the prevention of money laundering, we may adopt and maintain anti-money laundering procedures, and we may require shareholders to provide evidence to verify their identity and source of funds. Where permitted, and subject to certain conditions, we may also delegate the maintenance of our anti-money laundering procedures (including the acquisition of due diligence information) to a suitable person.

We reserve the right to request such information as is necessary to verify the identity of a shareholder unless in the particular case we are satisfied that an exemption applies under the Money Laundering Regulations (2009 Revision) of the Cayman Islands, as amended and revised from time to time, or the Regulations. Depending on the circumstances of each application, a detailed verification of identity might not be required where:

• the shareholder makes the payment for their investment from an account held in the applicant’s name at a recognized financial institution; or

• the shareholder is regulated by a recognized regulatory authority and is based or incorporated in, or formed under the law of, a recognized jurisdiction; or

• the purchase of shares is made through an intermediary which is regulated by a recognized regulatory authority and is based in or incorporated in, or formed under the law of a recognized jurisdiction, and an assurance is provided in relation to the procedures undertaken on the underlying investors.

For the purposes of these exceptions, recognition of a financial institution, regulatory authority or jurisdiction will be determined in accordance with the Regulations by reference to those jurisdictions recognized by the Cayman Islands Monetary Authority as having equivalent anti-money laundering regulations.

In the event of delay or failure on the part of a shareholder in producing any information required for verification purposes, we may refuse to accept the application, in which case any funds received will be returned without interest to the account from which they were originally debited.

We also reserve the right to refuse to make any redemption payment to a shareholder if our directors suspect, or are advised that, the payment of redemption proceeds to such shareholder might result in a breach of applicable anti-money laundering or other laws or regulations by any person in any relevant jurisdiction, or if such refusal is considered necessary or appropriate to ensure the compliance by us with any such laws or regulations in any applicable jurisdiction.

If any person resident in the Cayman Islands knows or suspects, or has reasonable grounds for knowing or suspecting, that another person is engaged in criminal conduct or is involved with terrorism or terrorist property, and the information for that knowledge or suspicion came to their attention in the course of business in the regulated sector, the person will be required to report such knowledge or suspicion to (i) the Financial Reporting Authority of the Cayman Islands, pursuant to the Proceeds of Crime Law, 2008 of the Cayman Islands, if the disclosure relates to criminal conduct or money laundering, or (ii) a police officer of the rank of constable or higher pursuant to the Terrorism Law (2009 Revision) of the Cayman Islands, if the disclosure relates to involvement with terrorism or terrorist financing and property. Such a report shall not be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise.

Mergers and Similar Arrangements

In certain circumstances, the Cayman Islands Companies Law allows for mergers or consolidations between two Cayman Islands companies or between a Cayman Islands company and a company incorporated in another jurisdiction (provided that it is permitted by the laws of that other jurisdiction).

Where the merger or consolidation is between two Cayman Islands companies, the directors of each company must approve a written plan of merger or consolidation containing certain prescribed information. That plan of merger or consolidation must then be authorized by either (a) a special resolution (usually a majority of 66 2/3% in value) of the shareholders of each company voting together as one class if the shares to be issued to each shareholder in the consolidated or surviving company will have the same rights and economic value as the shares held in the relevant constituent company or (b) a shareholder resolution of each company passed by a majority in number representing 75% in value of the shareholders voting together as one class. A shareholder has the right to vote on a merger or consolidation regardless of whether the shares that he or she holds otherwise give him or her voting rights. No shareholder resolution is required for a merger between a parent company (i.e., a company that owns at least 90% of the issued shares of each class in a subsidiary company) and its subsidiary company. The consent of each holder of a fixed or floating security interest of a constituent company must be obtained unless the court waives such requirement. If the Cayman Islands Registrar of Companies is satisfied that the requirements of the Companies Law (which includes certain other formalities) have been complied with, the Registrar of Companies will register the plan of merger or consolidation.

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Where the merger or consolidation involves a foreign constituent company, and where the surviving company is a Cayman Islands company, the procedure is similar, save that, with respect to the foreign constituent company, the director of the surviving or consolidated company is required to make a declaration to the effect that, having made due enquiry, he or she is of the opinion that the requirements set out below have been met: (i) that the merger or consolidation is permitted, or not prohibited, by the constitutional documents of the foreign company and by the laws of the jurisdiction in which the foreign company is incorporated, and that those laws, and any requirements of those constitutional documents have been, or will be, complied with; (ii) that no petition or other similar proceeding has been filed and remains outstanding or order made or resolution adopted to wind up or liquidate the foreign company in any jurisdictions; (iii) that no receiver, trustee, administrator or other similar person has been appointed in any jurisdiction and is acting in respect of the foreign company, its affairs or its property or any part thereof; (iv) that no scheme, order, compromise or other similar arrangement has been entered into or made in any jurisdiction whereby the rights of creditors of the foreign company are, and continue to be, suspended or restricted; (v) that the foreign company is able to pay its debts as they fall due and that the merger or consolidation is bona fide and not intended to defraud unsecured creditors of the foreign company; (vi) that in respect of the transfer of any security interest granted by the foreign company to the surviving or consolidated company (a) consent or approval to the transfer has been obtained, released or waived; (b) the transfer is permitted by, and has been approved in accordance with, the constitutional documents of the foreign company; and (c) the laws of the jurisdiction of the foreign company with respect to the transfer have been ,or will be, complied with; (vii) that the foreign company will, upon the merger or consolidation becoming effective, cease to be incorporated, registered or exist under the laws of the relevant foreign jurisdiction; and (viii) that there is no other reason why it would be against the public interest to permit the merger or consolidation.

Where the above procedures are adopted, the Companies Law provides for a right of dissenting shareholders to receive a payment of the fair value of their shares upon their dissenting to the merger or consolidation if they follow a prescribed procedure. In essence, that procedure is as follows: (a) the shareholder must give his or her written objection to the merger or consolidation to the constituent company before the vote on the merger or consolidation, including a statement that the shareholder proposes to demand payment for his or her shares if the merger or consolidation is authorized by the vote; (b) within 20 days following the date on which the merger or consolidation is approved by the shareholders, the constituent company must give written notice to each shareholder who made a written objection; (c) a shareholder must, within 20 days following receipt of such notice from the constituent company, give the constituent company a written notice of his or her intention to dissent, including, among other details, a demand for payment of the fair value of his or her shares; (d) within seven days following the date of the expiration of the period set out in paragraph (b) above, or seven days following the date on which the plan of merger or consolidation is filed, whichever is later, the constituent company, the surviving company or the consolidated company must make a written offer to each dissenting shareholder to purchase his or her shares at a price that the company determines is the fair value and, if the company and the shareholder agree the price within 30 days following the date on which the offer was made, the company must pay the shareholder such amount; and (e) if the company and the shareholder fail to agree a price within such 30-day period, within 20 days following the date on which such 30-day period expires, the company (and any dissenting shareholder) must file a petition with the Cayman Islands Grand Court to determine the fair value and such petition must be accompanied by a list of the names and addresses of the dissenting shareholders with whom agreements as to the fair value of their shares have not been reached by the company. At the hearing of that petition, the court has the power to determine the fair value of the shares together with a fair rate of interest, if any, to be paid by the company upon the amount determined to be the fair value. Any dissenting shareholder whose name appears on the list filed by the company may participate fully in all proceedings until the determination of fair value is reached. These rights of a dissenting shareholder may not be available in certain circumstances, for example, to dissenters holding shares of any class in respect of which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the relevant date or where the consideration for such shares to be contributed are shares of any company listed on a national securities exchange or shares of the surviving or consolidated company.

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Moreover, Cayman Islands law also has separate statutory provisions that facilitate the reconstruction or amalgamation of companies and, in certain circumstances, schemes of arrangement will generally be more suited for complex mergers or other transactions involving widely-held companies, commonly referred to in the Cayman Islands as a “scheme of arrangement”, which may be tantamount to a merger. In the event that a merger was sought pursuant to a scheme of arrangement (the procedures of which are more rigorous, and take longer to complete, than the procedures typically required to consummate a merger in the United States), the arrangement in question must be approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made and who must in addition represent three-fourths in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting. The convening of the meetings and, subsequently, the terms of the arrangement, must be sanctioned by the Grand Court of the Cayman Islands.

While a dissenting shareholder would have the right to express to the court the view that the transaction should not be approved, the court can be expected to approve the arrangement if it satisfies itself that:

• we are not proposing to act illegally or beyond the scope of our corporate authority, and the statutory provisions as to majority vote have been complied with;

• the shareholders have been fully informed and were fairly represented at the meeting in question;

• the arrangement is such as a businessperson could reasonably approve; and

• the arrangement would not amount to a “fraud on the minority.”

If a scheme of arrangement or takeover offer (as described below) is approved, any dissenting shareholder would have no rights comparable to appraisal rights, which would otherwise ordinarily be available to dissenting shareholders of United States corporations, providing rights to receive payment in cash for the judicially determined value of the shares.

Further, transactions similar to a merger, reconstruction and/or an amalgamation may, in some circumstances, be achieved through other means to these statutory provisions, such as a share capital exchange, asset acquisition or control, through contractual arrangements, of an operating business.

Squeeze-out Provisions

When a takeover offer is made and accepted by holders of 90% of the shares to whom the offer is made within four months, the offeror may, within a two-month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands, but this is unlikely to succeed unless there is evidence of fraud, bad faith, collusion or inequitable treatment of the shareholders.

Shareholders' Suits

Our Cayman Islands counsel is not aware of any reported class action having been brought in a Cayman Islands court. Derivative actions have been brought in the Cayman Islands courts, and the Cayman Islands courts have confirmed their availability for such actions. In most cases, we will be the proper plaintiff in any claim based on a breach of duty owed to us, and a claim against (for example) our officers or directors usually may not be brought by a shareholder. However, based on English authorities, which would in all likelihood be of persuasive authority and be applied by a court in the Cayman Islands, exceptions to the foregoing principle apply in circumstances in which:

• a company is acting, or proposing to act, illegally or beyond the scope of its authority;

• the act complained of, although not beyond the scope of the authority, could be effected if duly authorized by more than the number of votes which have actually been obtained; or

• those who control the company are perpetrating a “fraud on the minority.”

A shareholder may have a direct right of action against us where the individual rights of that shareholder have been infringed or are about to be infringed.

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Transfer Agent and Registrar

Our independent stock transfer agent is Interwest Transfer Company, Inc., located in Salt Lake City, Utah. Their mailing address is 1981 East 4800 South, Suite 100, Salt Lake City, Utah 84117. Their phone number is (801) 272-9294.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Companies Law of the Cayman Islands does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors. However, such provision may be held by the Cayman Islands courts to be contrary to be unenforceable, to the extent it seeks to indemnify or exculpate a fiduciary in respect of their actual fraud or willful default, or for the consequences of committing a crime. Our memorandum and articles of association provides for indemnification of officers and directors for losses, damages, costs and expenses incurred in their capacities as such and no such director or officer shall be liable to us except through their own dishonesty.

Insofar as indemnification by us for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling the company pursuant to provisions of our articles of association, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification by such director, officer or controlling person of us in the successful defense of any action, suit or proceeding is asserted by such director, officer or controlling person in connection with the securities being offered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

At the present time, there is no pending litigation or proceeding involving a director, officer, employee or other agent of ours in which indemnification would be required or permitted. We are not aware of any threatened litigation or proceeding, which may result in a claim for such indemnification.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 3.02        UNREGISTERED SALES OF EQUITY SECURITIES

On April 14, 2010, we issued 29,235,000 ordinary shares to Longhai Holdings, the sole shareholder of Leewell. The total consideration for the 29,235,000 ordinary shares was 102,566,690 ordinary shares of Leewell, which is all the issued and outstanding capital stock of Leewell. The number of our shares issued to Longhai Holdings was determined based on an arms-length negotiation. The issuance of our shares to these shareholders was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering and Regulation D promulgated thereunder.

On April 14, 2010, we also completed a private placement transaction with a group of accredited investors, pursuant to which we issued to the investors an aggregate of 2,774,700 Units for a purchase price of $11,098,800, or $4.00 per Unit. Each Unit consists of one Preference Share and one Warrant to purchase 0.5 ordinary shares. The Warrants have a term of 5 years, bear an exercise price of $6.00 per share (subject to customary adjustments), are exercisable on a net exercise or cashless basis and are exercisable by investors at any time after the closing date. The foregoing securities were issued pursuant to the exemption from registration provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering and Rule 506 of Regulation D promulgated thereunder.

On April 14, 2010, we also issued an aggregate of 300,000 ordinary shares and warrants for the purchase of an aggregate of 138,735 ordinary shares, exercisable for a period of 3 years at an exercise price of $5.00 per share, to Brean Murray, Carret & Co., LLC and/or its designees, as partial compensation for services provided by them in connection with the private placement transaction. Brean Murray, Carret & Co., LLC also received a cash fee of $775,759.39 for its services in connection with the private placement. The issuance of these securities was made in reliance upon exemptions provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering and Regulation D promulgated thereunder.

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On April 14, 2010, we also issued an aggregate of 465,000 ordinary shares to Beijing Allstar Business Consulting, Inc. and/or its designees, as partial compensation for services provided by them in connection with the reverse acquisition of Leewell and the private placement transaction. The issuance of these securities was made in reliance upon exemptions provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering and Regulation D promulgated thereunder.

In instances described above where we issued securities in reliance upon Regulation D, we relied upon Rule 506 of Regulation D of the Securities Act. These stockholders who received the securities in such instances made representations that (a) the shareholder is acquiring the securities for his, her or its own account for investment and not for the account of any other person and not with a view to or for distribution, assignment or resale in connection with any distribution within the meaning of the Securities Act, (b) the shareholder agrees not to sell or otherwise transfer the purchased shares unless they are registered under the Securities Act and any applicable state securities laws, or an exemption or exemptions from such registration are available, (c) the shareholder has knowledge and experience in financial and business matters such that he, she or it is capable of evaluating the merits and risks of an investment in us, (d) the shareholder had access to all of our documents, records, and books pertaining to the investment and was provided the opportunity ask questions and receive answers regarding the terms and conditions of the offering and to obtain any additional information which we possessed or were able to acquire without unreasonable effort and expense, and (e) the shareholder has no need for the liquidity in its investment in us and could afford the complete loss of such investment. Management made the determination that the investors in instances where we relied on Regulation D are accredited investors (as defined in Regulation D) based upon management’s inquiry into their sophistication and net worth. In addition, there was no general solicitation or advertising for securities issued in reliance upon Regulation D.

In instances described above where we indicate that we relied upon Section 4(2) of the Securities Act in issuing securities, our reliance was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there were only a limited number of offerees; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the negotiations for the sale of the stock took place directly between the offeree and us.

ITEM 5.01        CHANGES IN CONTROL OF REGISTRANT

Reference is made to the disclosure set forth under Item 2.01 of this report, which disclosure is incorporated herein by reference.

As a result of the closing of the reverse acquisition with Leewell, the former shareholder of Leewell owns 94.31% of our total outstanding ordinary shares and 86.56% total voting power of all our outstanding voting securities.

ITEM 5.02

DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

Upon the closing of the Share Exchange Agreement on April 14, 2010, Mr. David Richardson resigned from our board of directors, effective immediately, and Mr. Joseph Rozelle submitted a resignation letter pursuant to which he resigned as our President and Chief Financial Officer effective immediately and from his position as our director that will become effective on the tenth day following the mailing of the Information Statement to our shareholders, which will be mailed out on or about April 20, 2010. The resignations of Messrs. Richardson and Rozelle were not in connection with any known disagreement with us on any matter.

A copy of this report has been provided to Messrs. Richardson and Rozelle, each of whom has been provided with the opportunity to furnish us as promptly as possible with a letter addressed to us stating whether he agrees with the statements made by us in this report, and if not, stating the respects in which he does not agree. No such letter has been received by us.

On the same day, our board of directors increased its size from two (2) to three (3) members and appointed Mr. Antoine Cheng, Mr. Weiqing Zhang and Mr. Zhongbo Zhou to fill the vacancies created by the resignations of Messrs. Richardson and Rozelle and such increase. Mr. Cheng’s appointment became effective on April 14, 2010, while appointments of Messrs. Zhang and Zhou will become effective on the tenth day following our mailing of the Information Statement to our shareholders.

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In addition, our board of directors appointed Mr. Antoine Cheng to serve as the Chairman of the Board, Mr. Weiqing Zhang to serve as our Chief Executive Officer and President and Mr. Yang Chen to serve as our Chief Financial Officer and Vice President, effective immediately at the closing of the Share Exchange Agreement.

For certain biographical and other information regarding the newly appointed officers and directors, see the disclosure under Item 2.01 of this report, which disclosure is incorporated herein by reference.

ITEM 5.03        AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

On April 14, 2010, our board of directors approved a change in our fiscal year end from December 31 to December 25. This change is being effectuated in connection with the reverse acquisition transaction described in Item 2.01 above.

ITEM 5.06        CHANGE IN SHELL COMPANY STATUS

Reference is made to the disclosure set forth under Item 2.01 and 5.01 of this report, which disclosure is incorporated herein by reference.

ITEM 9.01        FINANCIAL STATEMENTS AND EXHIBITS

(a)        Financial Statements of Business Acquired

Filed herewith are audited consolidated financial statements of Leewell Investment Group Limited for the years ended December 25, 2009, 2008 and 2007.

(b)        Pro Forma Financial Information

Filed herewith is unaudited pro forma combined financial information of Dragon Acquisition Corporation and its subsidiaries.

(d)        Exhibits

Exhibit No.	Description
2.1	Share Exchange Agreement, dated April 14, 2010, by and among the Company, Leewell Investment Group Limited, Longhai Holdings Company Limited and its shareholder
3.1	Amended and Restated Memorandum of Association of the Company [incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 10 filed on July 14, 2006]
3.2	Articles of Association of the Company [incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form 10 filed on July 14, 2006]
4.1	Form of Investor Warrant, issued April 14, 2010
10.1	Form of Subscription Agreement, dated April 14, 2010
10.2	Make Good Escrow Agreement, dated April 14, 2010, by and among the Company, Longhai Holdings Company Limited, Access America Investments, LLC and Collateral Agents, LLC, as escrow agent
10.3	Holdback Escrow Agreement, dated April 14, 2010, by and among the Company, Brean Murray, Carret & Co., LLC, Access America Investments, LLC and Collateral Agents, LLC, as escrow agent
10.4	Investor Relations Escrow Agreement, dated April 14, 2010, by and among the Company, Brean Murray, Carret & Co., LLC, Access America Investments, LLC and Collateral Agents, LLC, as escrow agent
10.5	Form of Lockup Agreement, dated April 14, 2010
10.6	Share Purchase Agreement, dated September 5, 2007, between Zhang Weiqing and Leewell Investment Group Limited (English Translation)
10.7	Share Purchase Agreement, dated September 5, 2007, between Cheng Xiaoyan and Leewell Investment Group Limited (English Translation)

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Exhibit No.	Description
10.8	Share Purchase Agreement, dated January 19, 2008, among Cheng Defeng, Wang Yingchun and Qingdao Oumei Real Estate Development Co., Ltd. (English Translation)
10.9	Share Purchase Agreement, dated January 22, 2008, between Zhang Weiqing and Qingdao Oumei Real Estate Development Co., Ltd. (English Translation)
10.10	Share Purchase Agreement, dated January 23, 2008, among Cheng Defeng, Miao Shuangji and Qingdao Oumei Real Estate Development Co., Ltd. (English Translation)
10.11	Share Purchase Agreement, dated January 24, 2008, among Li Jie, Li Keyu, Liu Fangyu, Wang Meiling, Jiang Guo, Qingdao Longhai Investment Group and Qingdao Oumei Real Estate Development Co., Ltd. (English Translation)
10.12	Share Purchase Agreement, dated August 27, 2008, among Qingdao Longhai Investment Group, Qingdao Longhai Luqiao Co., Ltd, Gao Xuling and Qingdao Oumei Real Estate Development Co., Ltd. (English Translation)
10.13	Share Purchase Agreement, dated August 28, 2008, between Qingdao Pingdu Xinyuan Real Estate Development Co., Ltd and Qingdao Oumei Real Estate Development Co., Ltd. (English Translation)
10.14	Share Purchase Agreement, dated August 29, 2008, among Qingdao Hexiang Fuzhuang Ltd, Qingdao Fuhai Fangzhi Ltd and Qingdao Oumei Real Estate Development Co., Ltd. (English Translation)
10.15	Share Purchase Agreement, dated June 25, 2009, among Qingdao Longhai Investment Group, Wang Hongde and Qingdao Oumei Real Estate Development Co., Ltd. (English Translation)
10.16	Share Purchase Agreement, dated September 25, 2009, among Wang Yingchun, Wang Jinghua and Qingdao Oumei Real Estate Development Co., Ltd. (English Translation)
10.17	Construction Contact, dated April 11, 2009, between Weihai Economic & Technology Development Zone Longhai Properties Co., Ltd. and Shanghai Baogang Construction Engineering Corporation (English Translation)

10.18	Construction Contract, dated October 8, 2006, between Qingdao Xudong Real Estate Development Co., Ltd. and Qingdao Longhai Construction Group Co., Ltd. (English Translation)
10.19	Construction Contract, dated July 26, 2006, between Weihai Economic & Technology Development Zone Longhai Properties Co., Ltd. and Qingdao Longhai Construction Group Co., Ltd. (English Translation)
10.20	Construction Contract, dated April 23, 2004, between Weifang Longhai Zhiye Co., Ltd. and Qingdao Zhongxin Construction Group Co., Ltd. (English Translation)
10.21	Construction Supervision Contract, dated August 21, 2009, between Weihai Economic & Technology Development Zone Longhai Properties Co., Ltd. and Weihai Tianhen Project Consulting Management Co., Ltd. (English Translation)
10.22	Form of Construction Contract (English Translation)
10.23	Form of Sales Agent Agreement (English Translation)
10.24	Loan Agreement, dated November 30, 200 9, between Weihai Economic & Technology Development Zone Longhai Properties Co., Ltd. and China Construction Bank, Weihai Branch (English Translation)
10.25	Loan Agreement, dated November 21, 2008, between Caoxian Industrial Properties Co., Ltd. and China Construction Bank, Caoxian Branch (English Translation)
10.26	Loan Agreement, dated May 28, 2007, between Qingdao Xudong Real Estate Development Co., Ltd. and Industrial and Commercial Bank of China, Qingdao Chengyang Branch (English Translation)
10.27	Form of Employment Agreement (English Translation)
10.28	Employment Agreement, dated June 28, 2007, between Qingdao Oumei Real Estate Development Co., Ltd. and Weiqing Zhang (English Translation)
10.29	Employment Agreement, dated July 23, 2007, between Qingdao Oumei Real Estate Development Co., Ltd. and Yang Chen (English Translation)

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Exhibit No.	Description
10.30	Employment Agreement, dated August 25, 2007, between Qingdao Oumei Real Estate Development Co., Ltd. and Zhongbo Zhou (English Translation)
10.31	Employment Agreement, dated August 20, 2007, between Qingdao Oumei Real Estate Development Co., Ltd. and Yalei Chen (English Translation)
21	Subsidiaries of the Company

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SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 19, 2010

DRAGON ACQUISITION CORPORATION

By: /s/Weiqing Zhang

             Weiqing Zhang

             Chief Executive Officer

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INDEX TO FINANCIAL STATEMENTS

	Page
CONSOLIDATED FINANCIAL STATEMENTS OF LEEWELL INVESTMENT GROUP LIMITED FOR THE FISCAL YEARS ENDED DECEMBER 25, 2009, 2008 AND 2007	F-1
Report of Independent Registered Public Accounting Firm	F-3
Consolidated Balance Sheets	F-4
Consolidated Statements of Income and Comprehensive Income	F-5
Consolidated Statements of Changes in Shareholders’ Equity	F-6
Consolidated Statements of Cash Flows	F-7
Notes to Consolidated Financial Statements	F-9
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION OF DRAGON ACQUISITION CORPORATION AS OF DECEMBER 31, 2009	F-26

69

LEEWELL INVESTMENT GROUP LIMITED

FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 25, 2009, 2008 and 2007

F-1

Index to Financial Statements

	Page(s)
Report of Independent Registered Public Accounting Firm	F-3
Financial Statements
Consolidated Balance Sheets	F-4
Consolidated Statements of Income and Comprehensive Income	F-5
Consolidated Statements of Changes in Shareholders’ Equity	F-6
Consolidated Statements of Cash Flows	F-7
Notes to Consolidated Financial Statements	F-9-25

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of
Leewell Investment Group Limited and Subsidiaries

We have audited the accompanying consolidated balance sheets of Leewell Investment Group Limited and Subsidiaries as of December 25, 2009 and 2008 and the related consolidated statements of income and comprehensive income, changes in shareholders' equity, and cash flows for each of the three years in the period ended December 25, 2009. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Leewell Investment Group Limited and Subsidiaries as of December 25, 2009 and 2008 and the results of their operations and their cash flows for each of the three years in the period ended December 25, 2009 in conformity with United States generally accepted accounting principles.

MSPC
Certified Public Accountants and Advisors, A Professional Corporation

New York, New York
March 23, 2010

F-3

LEEWELL INVESTMENT GROUP LIMITED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

		December 25,			December 25,
		2009			2008
ASSETS
CURRENT ASSETS
Cash	$	2,264,438		$	638,639
Restricted cash		1,641,778			1,635,878
Revenue in excess of billings		4,045,979			-
Contracts receivable, net		12,552,315			6,359,497
Related party receivable		2,949,102			15,279,068
Inventories		106,452,702			77,008,683
Other receivables, net		1,634,987			367,836
Prepaid expenses		1,461,670			3,782,408
Total Current Assets		133,002,971			105,072,009
PROPERTY, PLANT AND EQUIPMENT, NET		3,461,317			3,001,888
PROPERTY, PLANT AND EQUIPMENT, IDLE		1,530,390			1,991,799
GOODWILL		3,620,670			3,596,117
LAND USE RIGHTS, NET		54,060,495			64,655,669
DEFERRED TAX ASSETS		657,000			330,873
TOTAL ASSETS	$	196,332,843		$	178,648,355
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Current portion of long-term debt	$	35,217,320		$	14,682,599
Short-term loans		2,719,432			2,879,010
Notes payable		146,800			-
Accounts payable		487,238			-
Customer deposits		19,780,472			42,980,448
Other payables		4,186,745			3,287,869
Taxes payable		26,049,956			22,217,920
Other current liabilities		207,936			192,906
Total Current Liabilities		88,795,899			86,240,752
LONG-TERM DEBT		4,404,000			29,160,895
LONG-TERM DEFERRED TAX LIABILITIES		8,781,998			-
SHAREHOLDERS' EQUITY
Common stock par value $0.1282 per share, 150,000,000 shares authorized,
102,566,690 issued and outstanding in 2009 and 2008		13,149,576			13,149,576
Paid-in capital		(7,465,626	)		(13,749,747	)
Appropriated retained earnings		10,298,700			6,642,568
Unappropriated retained earnings		71,326,950			50,638,872
Accumulated other comprehensive income		7,041,346			6,565,439
Total Shareholders' Equity		94,350,946			63,246,708
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	196,332,843		$	178,648,355

See Accompanying Notes to Consolidated Financial Statements

F-4

LEEWELL INVESTMENT GROUP LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
THE YEARS ENDED DECEMBER 25, 2009, 2008, AND 2007

		2009			2008			2007
								Restated
SALES	$	91,041,042		$	77,032,561		$	51,850,312
SALES TO RELATED PARTY		3,274,458			-			-
TOTAL SALES		94,315,500			77,032,561			51,850,312
COST OF SALES		(57,442,457	)		(46,321,251	)		(36,243,778	)
COST OF SALES TO RELATED PARTY		(853,951	)		-			-
TOTAL COST OF SALES		(58,296,408	)		(46,321,251	)		(36,243,778	)
GROSS PROFIT		36,019,092			30,711,310			15,606,534
ADVERTISING		(268,222	)		(112,263	)		(46,492	)
COMMISSION		(84,982	)		(574,262	)		(134,989	)
SELLING EXPENSES		(49,800	)		(81,415	)		(2,187	)
BAD DEBT EXPENSE		(207,523	)		(1,198,942	)		(245,243	)
GENERAL AND ADMINISTRATIVE EXPENSES		(4,655,596	)		(2,283,744	)		(807,589	)
INCOME FROM OPERATIONS		30,752,969			26,460,684			14,370,034
OTHER REVENUES:
Gain on business acquisition ("bargain purchase")		3,188,924			-			-
OTHER INCOME (EXPENSES)
Miscellaneous income		327,294			91,945			10,280
Interest expense		(866,751	)		(968,710	)		(70,963	)
		(539,457	)		(876,765	)		(60,683	)
INCOME BEFORE INCOME TAXES AND EXTRAORDINARY ITEM		33,402,436			25,583,919			14,309,351
INCOME TAXES
Current		(369,660	)		(5,350,455	)		(5,090,161	)
Deferred		(8,688,566	)		(1,251,739	)		-
		(9,058,226	)		(6,602,194	)		(5,090,161	)
INCOME BEFORE EXTRAORDINARY ITEM		24,344,210			18,981,725			9,219,190
EXTRAORDINARY ITEM (NET OF INCOME TAX OF $0)		-			12,635,872			-
NET INCOME		24,344,210			31,617,597			9,219,190
OTHER COMPREHENSIVE INCOME:
FOREIGN CURRENCY TRANSLATION ADJUSTMENT		475,907			3,488,440			2,107,856
COMPREHENSIVE INCOME	$	24,820,117		$	35,106,037		$	11,327,046
EARNINGS PER COMMON SHARE BASIC AND DILUTED
- Income before extraordinary item	$	0.24		$	0.19		$	-
- Extraordinary item	$	-		$	0.12		$	-
- Net income	$	0.24		$	0.31		$	921.92
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING		102,566,690			102,566,690			10,000

See Accompanying Notes to Consolidated Financial Statements

F-5

LEEWELL INVESTMENT GROUP LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 25, 2009, 2008, AND 2007

								Accumulated
					Appropriated	Unappropriated		Other
			Paid-in		Retained	Retained		Comprehensive	Shareholders’
	Shares	Amount	Capital		Earnings	Earnings		Income	Equity
Balance at December 25, 2006	10,000	1,282	11,860,978		2,684,678	13,768,318		969,143	29,284,399
Elimination of investment in subsidiary against subsidiary equity (Note 1)			(13,165,828	)					(13,165,828	)
Adjustments for the acquisition			407,880			(8,343	)		399,537
Net income						9,219,190			9,219,190
Foreign currency translation adjustment								2,107,856	2,107,856
Earnings appropriated in accordance with Chinese law					1,550,185	(1,550,185	)
Balance at December 25, 2007, restated	10,000	1,282	(896,970	)	4,234,863	21,428,980		3,076,999	27,845,154
Shareholder loan converted to shares	102,556,690	13,148,294							13,148,294
Due to acquisition of subsidiaries			(12,852,777	)					(12,852,777	)
Net income						31,617,597			31,617,597
Foreign currency translation adjustment								3,488,440	3,488,440
Earnings appropriated in accordance with Chinese law					2,407,705	(2,407,705	)
Balance at December 25, 2008	102,556,690	13,149,576	(13,749,747	)	6,642,568	50,638,872		6,565,439	63,246,708
Due to acquisition of subsidiaries			6,284,121						6,284,121
Net income						24,344,210			24,344,210
Foreign currency translation adjustment								475,907	475,907
Earnings appropriated in accordance with Chinese law					3,656,132	(3,656,132	)
Balance at December 25, 2009	102,556,690	13,149,576	(7,465,626	)	10,298,700	71,326,950		7,041,346	94,350,946

See Accompanying Notes to Consolidated Financial Statements

F-6

LEEWELL INVESTMENT GROUP LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 25, 2009, 2008, AND 2007

		2009			2008			2007
								Restated
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	24,344,210		$	31,617,597		$	9,219,190
Adjustments to reconcile net income to net cash provided (used) by operating activities:
Bad debt expense		207,523			1,198,941			245,243
Depreciation expense		245,388			246,400			205,366
Amortization of land use rights		-			-			36,487
Extraordinary items		-			(12,635,872	)		-
Gain on business acquisition		(3,188,924	)		-			-
Deferred tax expense		8,688,566			1,251,739			-
Decrease (increase) in operating assets:
Restricted cash		192,911			(1,564,681	)		26,465
Revenue in excess of billings		(4,040,467	)		-			-
Contracts receivable		(6,696,979	)		1,633,906			(5,108,372	)
Related party receivable		7,286,347			75,695,314			7,857,517
Inventories		24,608,287			25,990,884			26,040,584
Other receivables		593,540			4,667,529			(1,169,774	)
Prepaid expenses		2,343,368			(1,676,883	)		93,175
Increase (decrease) in operating liabilities:
Accounts payable		(9,335,626	)		(1,306,287	)		535,539
Related party payable		-			(17,180,260	)		(10,185,449	)
Customer deposits		(37,961,384	)		(56,452,177	)		(33,248,166	)
Other payable		138,975			(509,459	)		44,656
Taxes payable		3,829,172			9,943,221			6,624,335
Other current liabilities		(4,087	)		95,169			(3,845	)
Net cash provided by operating activities		11,250,820			61,015,081			1,212,951
CASH FLOWS FROM INVESTING ACTIVITIES
Sale of short-term investment		-			-			39,456
Purchase of fixed assets		(199,025	)		(24,716	)		(562,007	)
Purchase of Oumei		-			-			(13,167,110	)
Purchase of subsidiaries		-			(58,496,914	)		-
Cash received from acquisition of subsidiaries		433,839			-			-
Net cash provided (used) by investing activities		234,814			(58,521,630	)		(13,689,661	)
CASH FLOWS FROM FINANCING ACTIVITIES
Capital contribution		-			-			1,282
Proceeds from note payable		(41,048	)		-			-
Net change in short-term borrowing		(179,080	)		(3,805,052	)		14,166,301
Repayments of long-term borrowing		(14,044,280	)		-			-
Proceeds from long-term borrowing		4,398,000			-			-
Net cash provided (used) by financing activities		(9,866,408	)		(3,805,052	)		14,167,583
Effect of exchange rate changes on cash		6,573			16,518			9,891
NET INCREASE (DECREASE) IN CASH		1,625,799			(1,295,083	)		1,700,764
CASH AT BEGINNING OF YEAR		638,639			1,933,722			232,958
CASH AT END OF YEAR	$	2,264,438		$	638,639		$	1,933,722
SUPPLEMENTAL DISCLOSURES:
Interest paid	$	3,195,886		$	3,737,121		$	756,839

F-7

Income taxes paid	$	260,255	$	1,301,525	$	35,961
Non-cash investing and financing activities:
Land use rights purchased through the exchange of other receivables	$	-	$	-	$	1,104,768
Land use rights transferred to inventory as project development cost	$	11,036,630	$	-	$	-
Cash consideration paid by Longhai Group for the         subsidiaries' acquisition, resulting in a decrease in related         party receivable	$	5,131,000	$	14,344,712	$	-

See Accompanying Notes to Consolidated Financial Statements

F-8

LEEWELL INVESTMENT GROUP LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 25, 2009, 2008 AND 2007

Note 1 - Organization

Qingdao Oumei Real Estate Development Co., Ltd (“Oumei”) was incorporated as a limited liability company in Qingdao under the laws of the People’s Republic of China (“PRC” or “China”). Oumei is engaged in the development and sale of residential and commercial real estate properties located primarily in Pingdu, Laixi and Jimo cities of Shandong Province, China.

Oumei was established by Mr. Zhang Weiqing (51%) and Mr. Wang Shengguo (49%) on May 15, 2001 with a registered capital of approximately $604,000. On February 9, 2002, Mr. Wang Shengguo sold his interest in Oumei to Ms. Cheng Xiaoyan. Mr. Zhang and Ms. Cheng then increased their contribution to Oumei in proportion to their ownership interests by approximately $6,200,000 and $5,089,200 in 2003 and 2006, respectively. The equity interests percentages held by these individuals were 51% and 49%, respectively.

On September 20, 2007, Mr. Zhang and Ms. Cheng sold all their interests in Oumei to Leewell Investment Group Limited (“the Company” or "Leewell") for $13,167,110. Leewell is a Hong Kong based company with an authorized capital of HK$10,000 (approximately $1,282), and it was wholly owned by Mr. Zhou Li as nominee for Mr. Antoine Cheng, the father of Ms. Cheng. until October 2, 2009. On that date, all the outstanding shares of Leewell were sold to Longhai Holdings Company Limited, a company controlled by Mr. Cheng (See Note 5). The acquisition of Oumei by Leewell is considered a combination under common control. Acquired assets and liabilities are recorded at book value. Equity of Leewell is shown as outstanding from the earliest period presented. The financial statements of the two previously separate entities are retroactively combined for all periods presented. Because cash was exchanged in the transaction, an adjustment for $13,165,828 is shown in the consolidated statement of changes in shareholders’ equity for the year ended December 25, 2007 to eliminate the difference between the total cash of $13,167,110 used to purchase Oumei and the amount of Leewell's equity of $1,282. As a result of the acquisition, Oumei became a wholly foreign-owned enterprise with limited liability under the laws of China.

Since inception, the Company's activities have been limited to organizational efforts, obtaining initial financing, and preparing to make filings with the Securities and Exchange Commission ("SEC").

All significant intercompany transactions and balances are eliminated on consolidation.

Note 2 - Acquisition of Subsidiaries

On January 19, 2008, Oumei reached agreements with the shareholders of Weihai Huancui District Mingwei Industry Co., Ltd (“Mingwei”) to acquire 100% of its equity interest by paying Chinese Yuan (“CNY”) 110,000,000 (approximately $15 million).

The following table summarizes the approximate estimated fair values of the assets and liabilities acquired from Mingwei at acquisition date.

Intangible assets	$	37,242,000
Current liabilities		(21,591,000	)
Net assets acquired at FMV		15,651,000
Cash consideration		14,960,000
Difference	$	(691,000	)

100% of the above difference was allocated to land use rights and reduced the fair market value recorded.

On January 22, 2008, Oumei reached an agreement with the sole shareholder of Longhai Hotel Co., Ltd (“Longhai Hotel”), to acquire 100% of its equity interest by paying CNY110,000,000 (approximately $15 million). Longhai Hotel is owned by Mr. Zhang Weiqing, who is also the former shareholder of Oumei (See Note 1). The acquisition is a business combination under common control, therefore, the Company accounted for this acquisition using the as if pooling of interest method. The acquired businesses and net assets are recorded at book value as if the businesses and net assets of Longhai Hotel have been owned by the Group from the earliest comparative period presented. Accordingly, the financial information for 2007 has been restated as follows:

F-9

LEEWELL INVESTMENT GROUP LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 25, 2009, 2008 AND 2007

Note 2 - Acquisition of Subsidiaries (Continued)

		Year ended December 25, 2007
					Acquisition
		Originally			of Longhai
		stated			Hotel			Restated
Sales	$	51,850,312		$	-		$	51,850,312
Net income		9,334,303			(115,113	)		9,219,190
Net cash inflow from operating activities		1,212,951			-			1,212,951
Net cash outflow from investing activities		(13,689,661	)		-			(13,689,661	)
Net cash inflow from financing activities		14,167,583			-			14,167,583
Total current assets		69,443,412			-			69,443,412
Total assets		73,677,803			14,144,985			87,822,788
Total current liabilities		46,112,906			13,864,728			59,977,634
Shareholders’ equity		27,564,897			280,257			27,845,154

The following table summarizes the carryover historical costs of the assets and liabilities of Longhai Hotel at acquisition date.

Fixed assets	$	2,782,000
Intangible assets		11,367,000
Current liabilities		(13,869,000	)
Net asset acquired at historical costs		280,000
Cash consideration		14,960,000
Difference	$	14,680,000

100% of the above difference was recorded in additional paid-in capital as it was acquired from a related party with common interest.

On January 23, 2008, Oumei reached agreements with the shareholders of Weihai Economic & Technology Development Zone Longhai Properties Co., Ltd (“Longhai Properties”) to acquire 100% of its equity interest by paying CNY140,000,000 (approximately $19 million).

The following table summarizes the approximate estimated fair values of the assets and liabilities of Longhai Properties at acquisition date.

Current assets	$	41,339,000
Fixed assets		15,000
Intangible assets		10,224,000
Current liabilities		(32,901,000	)
Long-term debt		(2,992,000	)
Net assets acquired at FMV		15,685,000
Cash consideration		19,040,000
Difference	$	3,355,000

100% of the above difference was recorded as goodwill.

On January 24, 2008, Oumei reached agreements with the shareholders of Xudong Real Estate Development Co., Ltd (“Xudong”) to acquire 100% of its equity interest by paying CNY60,000,000 (approximately $8.3 million). Longhai Group, a related party, owned approximately 74% of Xudong (See Notes 1 and 5).

F-10

LEEWELL INVESTMENT GROUP LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 25, 2009, 2008 AND 2007

Note 2 - Acquisition of Subsidiaries (Continued)

The following table summarizes the approximate estimated fair values of the assets and liabilities of Xudong at acquisition date.

Current assets	$	54,319,000
Current liabilities		(17,599,000	)
Long-term debt		(27,700,000	)
Net assets acquired at FMV		9,020,000
Cash consideration		8,310,000
Difference	$	(710,000	)

74% of the above difference, approximately $525,000, was recorded in additional paid-in capital as it was acquired from a related party; the remaining 26%, approximately $185,000, was recorded as extraordinary item in 2008.

On August 27, 2008, Oumei reached agreements with the shareholders of Weifang Longhai Industry Co., Ltd. (“Weifang Industry”) to acquire 100% of its equity interest by paying CNY30,000,000 (approximately $4.4 million). Longhai Group, a related party (See Note 5), owned approximately 95% of Weifang Industry.

The following table summarizes the approximate estimated fair values of the assets and liabilities of Weifang Industry at acquisition date.

Current assets	$	23,147,000
Fixed assets		9,000
Current liabilities		(15,983,000	)
Net assets acquired at FMV		7,173,000
Cash consideration		4,386,000
Difference	$	(2,787,000	)

$9,000 of the above difference was allocated to fixed assets and reduced the fair market value recorded. 95% of the remaining difference, approximately $2,639,000 was recorded in additional paid-in capital as it was acquired from a related party; 5% of the remaining difference, approximately $139,000, was recorded as an extraordinary item in 2008.

On August 28, 2008, Oumei reached an agreement with the sole shareholder of Weifang Longhai Zhiye Co., Ltd. (“Weifang Zhiye”) to acquire 100% of its equity interest by paying CNY30,000,000 (approximately $4.4 million).

The following table summarizes the approximate estimated fair values of the assets and liabilities of Weifang Zhiye at acquisition date.

Current assets	$	21,707,000
Fixed assets		10,000
Current liabilities		(13,034,000	)
Net assets acquired at FMV		8,683,000
Cash consideration		4,392,000
Difference	$	(4,291,000	)

$10,000 of the above difference was allocated to fixed assets and reduced the fair market value recorded. The remaining difference, approximately $4,281,000, was recorded as an extraordinary item in 2008.

F-11

LEEWELL INVESTMENT GROUP LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 25, 2009, 2008 AND 2007

Note 2 - Acquisition of Subsidiaries (Continued)

On August 29, 2008, Oumei reached agreements with the shareholders of Weifang Qi Lu Guo Tai Zhiye Co., Ltd. (“Qi Lu Guo Tai”) to acquire 100% of its equity interest by paying CNY40,000,000 (approximately $5.8 million).

The following table summarizes the approximate estimated fair values of the assets and liabilities of Qi Lu Guo Tai at acquisition date.

Current assets	$	50,076,000
Fixed assets		24,000
Current liabilities		(32,032,000	)
Long-term debt		(3,897,000	)
Net assets acquired at FMV		14,171,000
Cash consideration		5,860,000
Difference	$	(8,311,000	)

$24,000 of the above difference was allocated to fixed assets and reduced the fair market value recorded. The remaining difference, approximately $8,287,000, was recorded as an extraordinary item in 2008.

The assets and liabilities of the acquired companies were recorded at full fair value at the acquisition dates except Longhai Hotel. The acquisition of Longhai Hotel was considered as an acquisition from a related party under common control. Assets and liabilities are recognized at historical carryover costs. No goodwill or extraordinary item was recognized. The acquisitions of Xudong and Weifang Industry are considered as acquisitions from related parties with no common control. The excess of net assets over the purchase price has been recorded as an extraordinary item for the non-related party portion and as additional paid-in-capital for the related party portion.

The assets and liabilities of Mingwei, Longhai Properties, Weifang Zhiye and Qi Lu Guo Tai were recorded at fair values at the acquisition dates. Goodwill is recognized for the acquisition of Longhai Property as the Company believes the value of Longhai Property was higher than the market price at the date of acquisition. Longhai Property maintains a high profit level and owns land in the city center of Weihai, which the Company considers a strategic location for construction that has the potential to significantly increase the profits of the Company. The combination of these factors is the reason for the excess of the purchase price over the fair value of the tangible assets and liabilities acquired. Extraordinary items are recognized for the acquisitions of Weifang Zhiye and Qi Lu Guo Tai due to the excess of fair values over the purchase prices. No extraordinary item is recognized for Mingwei since the excess of fair value over the purchase price was absorbed by non-current assets.

The acquisition increased the land reserve and expanded the market share of the Company in Shandong Province.

On June 25, 2009, Oumei reached agreement with the shareholder of Caoxian Industrial Co., Ltd (“CXSY”) to acquire 100% of its equity interest by paying CNY15,000,000 (approximately $2.2 million). Longhai Group, a related party (see Note 5), funded the purchase. This funding reduced the receivable due from Longhai Group at the time of the acquisition.

The following table summarizes the approximate estimated fair values of the assets and liabilities of CXSY at acquisition date.

Current assets	$	16,396,000
Fixed assets		10,000
Current liabilities		(4,092,000	)
Long-term debt		(5,128,000	)
Net assets acquired at FMV		7,186,000
Cash consideration		2,197,000
Difference	$	(4,989,000	)

F-12

LEEWELL INVESTMENT GROUP LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 25, 2009, 2008 AND 2007

Note 2 - Acquisition of Subsidiaries (Continued)

90% of the above difference, approximately $4,490,000, was recorded in additional paid-in capital as it was acquired from Longhai Group, a related party (See Note 5); the remaining 10%, approximately $499,000, was recorded as gain on business acquisition.

On September 25, 2009, Oumei reached agreement with the shareholder of Longhai Real Estate Development Co., Ltd (“LHFDC”) to acquire 100% of its equity interest by paying CNY20,000,000 (approximately $2.9 million). Longhai Group, a related party (See Note 5), funded the purchase. This funding reduced the receivable due from Longhai Group at the time of the acquisition.

The following table summarizes the approximate estimated fair values of the assets and liabilities of LHFDC at acquisition date.

Current assets	$	28,262,000
Current liabilities		(20,842,000	)
Net assets acquired at FMV		7,420,000
Cash consideration		2,934,000
Difference	$	(4,486,000	)

40% of the above difference, approximately $1,794,000, was recorded in additional paid-in capital as it was acquired from Longhai Group, a related party (See Note 5); the remaining 60%, approximately $2,692,000, was recorded as gain on business acquisition.

The acquisitions of CXSY and LHFDC are considered as acquisitions from a related party; therefore, the cash consideration paid did not represent the market value that would have been paid had the transaction been at arm’s length.

The amounts of revenue and earnings of CXSY since June 25, 2009 which were included in the Consolidated Statement of Income and Comprehensive Income for 2009 were approximately $6,447,000 and $1,491,000, respectively.

The amounts of revenue and earnings of LHFDC since September 25, 2009 which were included in the Consolidated Statement of Income and Comprehensive Income for 2009 were approximately $21,962,000 and $7,862,000, respectively.

For the year ended December 25, 2008, the Consolidated Statements of Income and Comprehensive Income included twelve months results of operations of Mingwei, Longhai Hotel, Longhai Properties, Xudong and four months results of operations of Weifang Industry, Weifang Zhiye and Qi Lu Guo Tai.

For the year ended December 25, 2009, the Consolidated Statement of Income and Comprehensive Income included twelve months results of operations of Mingwei, Longhai Hotel, Longhai Properties, Xudong, Weifang Industry, Qi Lu Guo Tai, Weifang Zhiye and six months results of operations of CXSY and three months results of operations of LHFDC.

Supplemental information on an unaudited pro forma basis, as if the acquisitions of the subsidiaries had been consummated at the beginning of each of the years presented, is as follows:

		2009		2008
Sales	$	94,315,500	$	77,032,561
Net income	$	24,000,714	$	30,621,973

The unaudited pro forma supplemental information is based on estimates and assumptions which the Company believes are reasonable. It is not necessarily indicative of the consolidated financial position or results of income in future periods or the results that actually would have been realized had we been a combined company as of the beginning of the years presented.

F-13

LEEWELL INVESTMENT GROUP LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 25, 2009, 2008 AND 2007

Note 3 - Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("US GAAP").

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates used in the preparation of the financial statements include the selection of the useful lives of property and equipment and the provision necessary for uncollectible receivables. Management believes that the estimates utilized in preparing its financial statements are reasonable and prudent. Actual results could differ from those estimates.

Fair Value of Financial Instruments

Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures, requires disclosing fair value to the extent practicable for financial instruments that are recognized or unrecognized in the balance sheet. Fair value of financial instruments is the amount at which the instrument could be exchanged in a current transaction between willing parties. The Company considers the carrying amounts of cash, restricted cash, revenue in excess of billings, contracts receivable, related party and other receivables, accounts payable, note payable, related party and other payables, customer deposits, and short-term loans approximate their fair values because of the short period of time between the origination of such instruments and their expected realization. The Company considers the carrying amount of long-term bank loans to approximate their fair values based on the interest rates of the instruments and the current market rate of interest.

Reporting Currency and Foreign Currency Translation

The functional currency of Oumei and its subsidiaries is the CNY and the Company’s reporting currency is the United States Dollar (USD). The assets and liabilities of Oumei and its subsidiaries are translated at the exchange rate on the balance sheet date, shareholders’ equity is translated at the historical rates and the revenues and expenses are translated at the weighted average exchange rate for the year. The resulting translation adjustments are reported under other comprehensive income in the Statements of Income and Comprehensive Income in accordance with ASC 220, Comprehensive Income. Transaction gains and losses that arise from exchange rate fluctuations from transactions denominated in a currency other than the functional currency are included in the Statements of Income and Comprehensive Income as incurred. The transaction gains and losses were immaterial for the all periods presented.

Since July 2005, the CNY is no longer pegged to the USD. Although the People’s Bank of China regularly intervenes in the foreign exchange market to prevent significant short-term fluctuations in the exchange rate, the CNY may appreciate or depreciate significantly in value against the USD in the medium to long term. Moreover, it is possible that in the future, PRC authorities may lift restrictions on fluctuations in the CNY exchange rate and lessen intervention in the foreign exchange market. Therefore, the Company’s foreign currency exchange gains and losses may be magnified by PRC exchange control regulations that restrict the Company’s ability to convert CNY into foreign currencies.

F-14

LEEWELL INVESTMENT GROUP LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 25, 2009, 2008 AND 2007

Revenue Recognition

Real estate sales are reported in accordance with the provisions of ASC 360-20, Property, Plant and Equipment, Real Estate Sales, Sales Other Than Retail Land Sales. Revenue from the sales of development properties where the construction period is twelve months or less is recognized by the full accrual method when the sale is consummated. A sale is not considered consummated until (1) the parties are bound by the terms of a contract or agreement, (2) all consideration has been exchanged, (3) any permanent financing of which the seller is responsible has been arranged, (4) all conditions precedent to closing have been performed, (5) the seller does not have substantial continuing involvement with the property, and (6) the usual risks and rewards of ownership have been transferred to the buyer. Revenue recognized to date in excess of amounts received from customers is classified as current assets under contracts receivable. Sales transactions not meeting all the conditions of the full accrual method are accounted for using the deposit method of accounting. Under the deposit method, all costs are capitalized as incurred, and payments received from the buyer are recorded as a deposit liability.

Effective December 26, 2008, the Company adopted the percentage-of-completion method of accounting for revenue recognition for all building construction projects in progress in which the construction period was expected to be more than twelve months at that date. The full accrual method was used before that date for all of our residential and commercial projects. The Company changed to the percentage-of-completion method for contracts longer than one year as this method more accurately reflects how revenue is earned on these contracts, particularly for interim reporting purposes.

ASC 250 requires retrospective application of a change in accounting principle unless impracticable. The change to the percentage-of-completion method had no effect on our December 25, 2008 financial statements and we found it was impracticable to determine the effect on the December 25, 2007 financial statements as no progress reports detailing the percentage-of-completion of our contracts were prepared for that year.

Revenue and profit from the sale of development properties where the construction period is more than twelve months is recognized by the percentage-of-completion method on the sale of individual units when the following conditions are met: (1) construction is beyond a preliminary stage; (2) the buyer is committed to the extent of being unable to require a refund except for non-delivery of the unit; (3) sufficient units have already been sold to assure that the entire property will not revert to rental property; (4) sales prices are collectible and (5) aggregate sales proceeds and costs can be reasonably estimated. If any of these criteria are not met, proceeds are accounted for as deposits until the criteria are met and/or the sale consummated.

Under the percentage of completion method, revenues from units sold and related costs are recognized over the course of the construction period, based on the completion progress of a project. In relation to any project, revenue is determined by calculating the ratio of completion and applying that ratio to the contracted sales amounts. This ratio of completion is determined by an independent third party hired by the Company as the contractors employed by the Company request advance payments and do not specifically allocate these costs to the various projects. Cost of sales is recognized by multiplying the ratio by the total budgeted costs. Changes to total estimated contract costs or losses, if any, are recognized in the period in which they are determined. Revenue recognized to date in excess of amounts received from customers is classified as current assets under revenue in excess of billings. Amounts received from customers in excess of revenue recognized to date are classified as current liabilities under customer deposits.

Any losses incurred or identified on real estate transaction are recognized in the period in which the transaction occurs.

Real Estate Capitalization and Cost Allocation

Properties under construction or held for sale consist of residential and commercial units under construction and units completed.

Properties under construction or held for sale are stated at cost or estimated net realizable value, whichever is lower. Costs include costs of land use rights, direct development costs, including predevelopment costs, interest on indebtedness, construction overhead and indirect project costs. Total estimated costs of multi-unit developments are allocated to individual units based upon specific identification methods. Costs of land use rights include land premiums and deed tax and are allocated to projects on the basis of acreage and gross floor area.

F-15

LEEWELL INVESTMENT GROUP LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 25, 2009, 2008 AND 2007

Capitalization of Interest

In accordance with ASC 360, Property, Plant and Equipment, interest incurred during construction is capitalized to properties under construction. All other interest is expensed as incurred.

For the year ended December 25, 2009, total interest incurred by the Company was $3,195,886 (2008: $3,737,121 and 2007 restated: $756,839), of which capitalized interest was $2,329,135 (2008: $2,768,411, and 2007 restated: $685,876).

Concentration of Risks

The Company sells residential and commercial units to residents and small business owners. In 2009, the Company recorded approximately $9,995,000 of sales and contracts receivable from the sales of affordable housing to City Government of Qingdao for the Real-Estate Development Management Bureau for a relocation program. Such sales are approximately 11% of the total sales in 2009 and the related contracts receivable comprise about 80% of the total contracts receivable as of December 25, 2009.

For the years ended December 25, 2009 and 2008, the Company had two major constructors for most of its construction services and construction materials: Qingdao Zhongxing Construction Ltd and Longhai Construction Ltd. In 2009 and 2008 Oumei made payments to Longhai Construction Ltd, a related party (See Note 5), of approximately $13,784,000 and $9,008,000 respectively. For the year ended December 25, 2007, Qingdao Zhongxing Construction Ltd was the only constructor used by the Company.

The Company’s operations are carried out in the PRC. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environments in the PRC and by the general state of the PRC’s economy. The Company’s business may be influenced by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and methods of taxation, among other things.

The Company has a credit risk exposure of uninsured cash in banks at December 25, 2009 of $3,906,216 (2008: $2,274,517). The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts. The Company does not require collateral or other securities to support financial instruments that are subject to credit risk.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. The Company maintains bank accounts in the PRC and Hong Kong. All PRC bank balances are denominated in CNY. Hong Kong bank balances are denominated in USD. At December 25, 2009 and 2008, the Company had no cash equivalents.

Cash includes cash on hand and demand deposits in accounts maintained with state-owned and private banks within the PRC and Hong Kong.

Restricted Cash

PRC banks grant mortgage loans to home purchasers and will credit these amounts to the Company’s bank account once title passes to the purchasers. If the condominiums are not completed and the new homeowners have no ownership documents to secure the loan, the bank will deduct 5% of the homeowner’s loan from the Company’s bank account and transfer that amount to a designated bank account classified on the balance sheet as restricted cash. Interest earned on the restricted cash is credited to the Company’s normal bank account. The bank will release the restricted cash after home purchasers have obtained the ownership documents to secure the mortgage loan. Total restricted cash amounted to $1,641,778 as of December 25, 2009 (2008: $1,635,878).

F-16

LEEWELL INVESTMENT GROUP LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 25, 2009, 2008 AND 2007

Allowance for Doubtful Accounts

The Company recognizes an allowance for doubtful accounts to ensure contracts receivable, related party receivables and other receivables are not overstated due to uncollectability. Bad debt reserves are maintained for all customers based on a variety of factors, including the length of time the receivables are past due, significant one-time events and historical experience. An additional reserve for individual accounts is recorded when the Company becomes aware of a customer's or debtor's inability to meet its financial obligation, such as in the case of bankruptcy filings or deterioration in the customer's or debtor’s operating results or financial position. If circumstances related to customers or debtors change, estimates of the recoverability of receivables would be further adjusted. As of December 25, 2009 and 2008, the allowances for doubtful accounts are $1,617,114 and $1,033,520 for contracts receivable, and $272,361 and $636,745 for other receivables, respectively.

An allowance for contracts receivable is established as follows: 50% of the balances aged between one and two years and over CNY100,000 (approximately $15,000); 10% of the balances aged between one and two years and under CNY100,000 (approximately $15,000); and 100% of the balances aged over two years.

Inventory

Inventory is stated at the lower of cost or market, on a specific identification basis. In addition to direct land acquisition, land development and construction costs, costs include interest and direct overhead which are capitalized to inventories during the period beginning with the commencement of construction and ending with the completion of construction.

Property, Plant and Equipment, Net

Property, plant and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows:

	Estimated Useful Lives
Buildings and improvements	20 years
Vehicles	5 years
Office equipment and others	5 years

Maintenance, repairs and minor renewals are charged directly to expenses as incurred. Major additions and betterments to property, plant and equipment are capitalized and depreciated over the remaining useful life of the assets.

Impairment of Long-lived Assets

The Company reviews its long-lived assets other than goodwill whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. When these events occur, the Company measures impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flows is less than the carrying amount of the assets, the Company would recognize an impairment loss based on the fair value of the assets. There was no impairment loss recognized for long-lived assets for the years ended December 25, 2009, 2008 and 2007.

F-17

LEEWELL INVESTMENT GROUP LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 25, 2009, 2008 AND 2007

Goodwill

The Company accounts for acquisitions of business in accordance with ASC 805, Business Combinations, which results in the recognition of goodwill when the purchase price exceeds the fair value of net assets acquired. Goodwill is not subject to amortization but will be subject to at least an annual evaluation for impairment. The Company has performed such annual evaluation in 2009 and determined that goodwill was not impaired as of December 25, 2009.

Goodwill is stated in the consolidated balance sheet at cost less accumulated impairment loss. An analysis of changes in goodwill is as follows:

		December 25, 2009		December 25, 2008
Opening balance	$	3,596,117	$	-
Acquisitions		-		3,596,117
Effect of exchange rate change		24,553		-
Closing balance	$	3,620,670	$	3,596,117

Land Use Rights

Land use rights are related to the development rights for acres of land in various projects. These rights are capitalized until a development project commences on the land for which the rights have been acquired. At this time, the rights are transferred to properties under construction inventory.

Income Taxes

The Company follows ASC 740, Income Taxes, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

The Company is governed by the Income Tax Laws of the PRC concerning Chinese registered limited liability companies. Under the Income Tax Laws of the PRC, Chinese enterprises are generally subject to an income tax at an effective rate of 25% since January 1, 2008 and 33% prior to that date on taxable income.

According to the Income Tax Laws of the PRC for real estate developers, income tax of the Company is calculated by project. When all units of a project are sold, the PRC tax department will assess the tax due on the project and issue a tax due notification to the Company. The Company has to pay the tax by the due date on the notification. If the Company does not pay the tax by the due date, the tax department will charge the Company interest. The Company includes any interest and penalties in general and administrative expenses.

Deferred tax assets and liabilities are included in the financial statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes.

ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and it prescribes a recognition threshold and measurement attributable for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740 also provides guidance on derecognizing, classification, interest and penalties, accounting in interim periods, disclosures and transitions.

The Company recognizes that virtually all tax positions in the PRC are not free of some degree of uncertainty due to tax law and policy changes by the PRC government. However, the Company cannot reasonably quantify political risk factors and thus must depend on guidance issued by current PRC government officials.

F-18

LEEWELL INVESTMENT GROUP LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 25, 2009, 2008 AND 2007

Income Taxes (Continued)

Based on all known facts and circumstances and current tax law, the Company believes that the total amount of unrecognized tax benefits as of December 25, 2009 is not material to its results of operations, financial condition or cash flows. The Company also believes that the total amount of unrecognized tax benefits as of December 25, 2009, if recognized, would not have a material effect on its effective tax rate. The Company further believes that there are no tax positions for which it is reasonably possible, based on current Chinese tax law and policy, that the unrecognized tax benefits will significantly increase or decrease over the next 12 months producing, individually or in the aggregate, a material effect on the Company’s results of operations, financial condition or cash flows.

Land Appreciation Tax (“LAT”)

In accordance with the relevant taxation laws in the PRC, the Company is subject to LAT based on progressive rates ranging from 30% to 60% on the appreciation of land value, which is calculated as the proceeds of sales of properties less deductible expenditures, including borrowings costs and all property development expenditures. The tax rules to implement the laws stipulate that the whole project must be completed before the LAT obligation can be assessed. Accordingly, the Company records the liability and the related expense at the completion of a project, unless the tax authorities impose an assessment at an earlier date. Deposits made against the eventual obligation are included in prepaid expenses.

Accumulated Other Comprehensive Income

Accumulated other comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. The Company’s only components of comprehensive income during the years ended December 25, 2009, 2008 and 2007 were net income and the foreign currency translation adjustment.

Statement of Cash Flows

In accordance with ASC 230, Statement of Cash Flows, cash flows from the Company’s operations are calculated based upon the local currencies. As a result, amounts related to assets and liabilities reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheet.

Advertising Expenses

Advertising costs are expensed as incurred, or the first time the advertising takes place, in accordance with ASC 720-35, Advertising Costs.

For the year ended December 25, 2009, the Company recorded an advertising expense of $311,560 (2008: $242,021 and 2007 restated: $46,492).

Property Warranty

The Company and its subsidiaries provide customers with warranties which cover major defects of building structure and certain fittings and facilities of properties sold as stipulated in the relevant sales contracts. The warranty period is one year. The Company constantly estimates potential costs for materials and labor with regard to warranty-type claims expected to be incurred subsequent to the delivery of a property.

F-19

LEEWELL INVESTMENT GROUP LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 25, 2009, 2008 AND 2007

Property Warranty (Continued)

Reserves are determined based on historical data and trends with respect to similar property types and geographical areas. The Company monitors the warranty reserve and makes adjustments to its pre-existing warranties, if any, in order to reflect changes in trends and historical data as information becomes available. The Company may seek further recourse against its contractors or any related third parties if it can be proved that the faults are caused by them. In addition, the Company also withholds up to 5% of the contract cost from subcontractors for periods of two to five years. These amounts are included in current liabilities, and are only paid to the extent that there have been no warranty claims against the Company relating to the work performed or materials supplied by the subcontractors. For the three years ended December 25, 2009, 2008 and 2007, the Company has not recognized any warranty liability or incurred any warranty costs in excess of the amount retained from subcontractors.

Note 4 - Contracts Receivable

Contracts receivable consists of balances due from customers for the sale of residential and commercial units. In cases where the customers deposit more than 50% of the total purchase price, the Company may defer the remaining purchase price. These deferred balances are unsecured, bear no interest and are due within 360 days from the date of the sale. Contracts receivable are presented net of an allowance for doubtful accounts of $1,617,114 at December 25, 2009 (2008: $1,033,520).

Note 5 - Related Party Transactions

As of December 25, 2009, the Company has a total of $2,949,102 (2008: $15,279,068) due from and a total of $0 (2008: $0) due to Longhai Group and its subsidiaries. Mr. Antoine Cheng is the controlling shareholder of Longhai Group (See Notes 1 and 2). These balances have no stated terms for repayment and are not interest bearing.

In 2009, the Company sold two floors of a project for office use to Longhai Construction Ltd, a subsidiary of Longhai Group, for approximately $3,274,000.

Note 6 - Inventories

Inventories include properties held for sales and properties under construction. The following summarizes the components of real estate inventories at December 25, 2009 and 2008:

		2009		2008
Properties held for sale	$	35,549,529	$	21,857,879
Properties under construction		33,552,748		13,302,752
Properties held for sale pledged for mortgage loans		2,132,197		756,724
Properties under construction pledged for mortgage loans		35,218,228		41,091,328
Total	$	106,452,702	$	77,008,683

Note 7 - Other Receivables, Net

Other receivables consist of various cash advances to employees and unrelated companies with which the Company has business relationships. These amounts are unsecured, non-interest bearing and generally short term in nature. As of December 25, 2009, the balance of other receivables was $1,634,987 (2008: $367,836), which is net of an allowance for doubtful accounts of $272,361(2008: $636,745).

F-20

LEEWELL INVESTMENT GROUP LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 25, 2009, 2008 AND 2007

Note 8 - Property and Equipment, Net

Property and equipment consist of the following at December 25, 2009 and 2008:

		2009			2008
Buildings and improvements	$	3,756,672		$	2,466,129
Vehicles		392,615			238,546
Office equipment and others		67,938			4,389
Idle assets		1,761,600			2,372,701
Construction in progress		-			642,021
	$	5,978,825		$	5,723,786
Accumulated depreciation		(987,118	)		(730,099	)
Property and equipment, net	$	4,991,707		$	4,993,687

Depreciation expense for the years ended December 25, 2009, 2008 and 2007 was $246,680, $246,400 and $205,366 (restated), respectively, and is included in general and administrative expenses on the Statements of Income and Comprehensive Income.

Note 9 - Accounts Payable

As of December 25, 2009, the Company has accounts payable $487,238. There was no accounts payable as of December 25, 2008.

Note 10 - Customer Deposits

Customer deposits consist of amounts received from customers relating to the sale of residential and commercial units in the PRC. In the PRC, customers will generally obtain permanent financing for the purchase of their residential unit prior to the completion of the project. The lending institution will provide the funding to the Company upon the completion of the financing rather than the completion of the project. The Company receives these funds and recognizes them as a current liability until the revenue can be recognized. As of December 25, 2009, the Company has received $19,780,472 deposits from customers (2008: $42,980,448).

Note 11 - Other Payables

Other payables consist of various cash advances from unrelated companies and individuals with which management of the Company has business relationships. These amounts are unsecured, non-interest bearing and short term in nature. As of December 25, 2009, the balance of other payables is $4,186,745 (2008: $3,287,869).

Note 12 - Taxes Payable

Taxes payable consist of the following at December 25, 2009 and 2008:

		2009		2008
Business tax	$	6,461,389	$	3,353,457
Income tax		18,847,145		18,621,457
Others		741,422		243,006
Total	$	26,049,956	$	22,217,920

The Company prepaid LAT and other taxes of $1,461,670 in 2009 and $3,782,408 in 2008, which are classified as prepaid expenses.

F-21

LEEWELL INVESTMENT GROUP LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 25, 2009, 2008 AND 2007

Note 13 - Short-term Loans

As of December 25, 2009, the Company has several short-term loans from banks and employees totaling $2,719,432 (2008: $2,879,010). The weighted average interest rate for the short-term bank loans was approximately 5.82% in 2009 and 8.73% in 2008. The weighted average interest rate for employee loans was approximately 5.64% in 2009 and 5.10% in 2008.

The short-term loans were borrowed from several financial institutions. Interest expense incurred was $149,502, $110,719 and $70,963 (restated) for the years ended December 25, 2009, 2008 and 2007, respectively. The capitalized interest from short-term loans was $3,751 in 2008, and there was no capitalized interest from short-term loans in 2009 and 2007.

As of December 25, 2007, the Company had a loan of $15,000,000 from a potential investor. The loan was non-interest bearing and had no repayment terms. On November 10, 2008, the Company paid $1,851,706 in cash in partial settlement of the $15,000,000 investor loan. On November 18, 2008, the Company, Mr. Zhou Li and the investor entered into an agreement stipulating that Mr. Zhou Li was responsible for settling the remaining loan balance of $13,148,294 and Mr. Zhou Li was entitled to seek reimbursement from the Company for the repayment. In November 2008, the Company increased its authorized shares from 10,000 to 150,000,000. At December 21, 2008, the $13,148,294 was converted to 102,556,690 shares of common stock of the Company at $0.1282 (HK$ 1.00) per share.

Note 14 - Long-term Debt

The Company has long-term loans from various financial institutions totaling $39,621,320 at December 25, 2009 (2008: $43,843,494). The payment schedule for the long-term loans is as following:

For the year ended December 25, 2010	$	35,217,320
For the year ended December 25, 2011	$	4,404,000

All long-term loans are borrowed for construction projects. The interest rates of the long-term loans ranged from approximately 5.31% to 14.74% and 6.48% to 8.49% in 2009 and 2008, respectively. The interest rate for the only long-term loan in 2007 was 9.83% .

Total interest incurred was $3,046,384, $3,626,402, and $685,876 in 2009, 2008 and 2007, respectively, of which capitalized interest was $2,329,135, $2,764,660, and $685,876 (restated), respectively.

Note 15 - Income Taxes

Beginning January 1, 2008, the new Chinese Enterprise Income Tax (“EIT”) law replaced the former income tax laws for Domestic Enterprises (“DEs”) and Foreign Invested Enterprises (“FIEs”). The new standard EIT rate of 25% replaced the 33% rate previously applicable to both DEs and FIEs.

A reconciliation between approximate taxes computed at the US statutory rate of 34% and the Company's effective tax rate is as follows:

								2007
		2009			2008			Restated
At US statutory rate of 34%	$	11,357,000		$	8,699,000		$	4,865,000
Tax effect of permanent difference		259,000			-
Effect of statutory rate difference		(3,046,000	)		(2,303,000	)		(143,000	)
Change in valuation allowance		243,000			498,000			-
Expiration of net operating loss carryfowards		195,000			-			-
Others		50,000			(292,000	)		368,000
Income tax at effective rate	$	9,058,000		$	6,602,000		$	5,090,000

F-22

LEEWELL INVESTMENT GROUP LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 25, 2009, 2008 AND 2007

Note 15 - Income Taxes (Continued)

The tax effects of temporary differences that give rise to the following approximate deferred tax assets and liabilities as of December 25 are presented below.

		2009			2008
Deferred tax assets
Short-term deferred tax assets:
Allowance for bad debt	$	472,000		$	418,000
Less: Valuation allowance		(472,000	)		(418,000	)
		-			-
Long-term deferred tax assets:
Net operating loss carryfowards	$	378,000		$	412,000
Combined effect due to reporting revenues and expenses
differently for financial statement and income tax
purposes		548,000			-
Less: Valuation allowance		(269,000	)		(81,000	)
	$	657,000		$	331,000
Deferred tax liabilities
Combined effect due to reporting revenues and expenses
differently for financial statement and income tax
purposes	$	8,782,000		$	-

As of December 25, 2009, the Company has net operating loss carryfowards of approximately $1,283,000, which expire at varying years through 2013, and net operating loss carryfowards of approximately $344,000, which will not expire.

Note 16 - Appropriated Retained Earnings

In accordance with the PRC Company Law, the Company is required to transfer 15% of its profit after tax, as determined in accordance with PRC accounting standards and regulations, to the statutory surplus reserve (the “SSR”) until such reserve reaches 50% of the registered capital of the subsidiaries. Subject to certain restrictions set out in the PRC Company Law, the SSR may be distributed to stockholders in the form of share bonus issues to increase share capital, provided that the remaining balance after the capitalization is not less than 25% of the registered capital.

For the year ended December 25, 2009, the Company appropriated reserve funds in the amount of $3,656,132 (2008: $2,407,705).

Note 17 - Employee Welfare Plan

Regulations in the PRC require the Company to contribute to a defined contribution retirement plan for all permanent employees. Pursuant to the mandatory requirement from the local authority in the PRC, the retirement pension insurance, unemployment insurance, health insurance, injury insurance and pregnancy insurance are established for the employees during the term of employment. For the year ended December 25, 2009, the Company contributed $87,776 (2008: $50,759 and 2007 restated: $5,490).

F-23

LEEWELL INVESTMENT GROUP LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 25, 2009, 2008 AND 2007

Note 18 - Recent Pronouncements

ASU No. 2009-13, Revenue Recognition (Topic 605) – Multiple-Deliverable Revenue Arrangements – a consensus of the FASB Emerging Issues Task Force

This ASU addresses the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than as a combined unit. The ASU is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010.

ASU No. 2009-14, Software (Topic 985) – Certain Revenue Arrangements That Include Software Elements – a consensus of the FASB Emerging Issues Task Force

The amendments in this ASU change the accounting model for revenue arrangements that include both tangible products and software elements. The ASU is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010.

ASU No. 2009-15, Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance or Other Financing

This ASU concludes that at the date of issuance, a share-lending arrangement entered into on an entity’s own shares in contemplation of a convertible debt offering or other financing is required to be measured at fair value and recognized as issuance cost in the financial statements of the entity. The ASU is effective for fiscal years beginning on or after December 15, 2009, and interim periods within those fiscal years for arrangements outstanding as of the beginning of those fiscal years. The ASU is effective for interim or annual periods beginning on or after June 15, 2009, for share-lending arrangements entered into in those periods.

ASU No. 2009-16, Transfers and Servicing (Topic 860): Accounting for Transfers of Financial Assets

Among other provisions, this ASU eliminates the concept of a “qualifying special-purpose entity” from SFAS No. 140 and removes the exception from applying FIN No. 46(R) to qualifying special-purpose entities. This ASU is effective at the beginning of a reporting entity’s first fiscal year that begins after November 15, 2009.

ASU No. 2009-17, Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities

Among other provisions, this ASU amends FIN No. 46(R) to require an enterprise to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a variable interest entity. This ASU is effective at the beginning of a company’s first fiscal year that begins after November 15, 2009.

ASU No. 2010-06, Fair Value Measurements and Disclosures (Topic 820) – Improving Disclosures about Fair Value Measurements

This ASU affects all entities that are required to make disclosures about recurring and nonrecurring fair value measurements under FASB ASC Topic 820, originally issued as FASB Statement No. 157, Fair Value Measurements. The ASU requires certain new disclosures and clarifies two existing disclosure requirements. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years.

F-24

LEEWELL INVESTMENT GROUP LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 25, 2009, 2008 AND 2007

Note 18 - Recent Pronouncements (Continued)

ASU No. 2010-08, Technical Corrections to Various Topics

This ASU eliminates certain inconsistencies and outdated provisions and provides needed clarifications. The changes are generally non substantive in nature and will not result in pervasive changes to current practice. However, the amendments that clarify the guidance on embedded derivatives and hedging (ASC Subtopic 815-15) may cause a change in the application of that Subtopic. The clarifications of the guidance on embedded derivatives and hedging (Subtopic 815-15) are effective for fiscal years beginning after December 15, 2009. The other amendments are effective as of the first reporting period (including interim periods) beginning after February 2, 2010.

Note 19 - Potential Listing as a Public Company in the United States (Unaudited)

As of the date of this report, the Company is negotiating an agreement with Access American Fund, LP (“AAI”) to raise $15 million to $20 million in conjunction with an alternative public offering (“APO”). This APO is a reverse merger of a foreign operating entity into a US public shell company, accompanied by a simultaneous Private Investment in Public Equity (“PIPE”) offering, a capital raise in which a publicly traded company sells its stock to investors in a privately negotiated transaction. The detailed terms and final agreement will be subject to a complete due diligence review. The Company will file a Form 8-K with the Securities and Exchange Commission once the final agreement is reached.

Note 20 - Subsequent Events

The Company has evaluated the subsequent events through March 23, 2010, the date the financial statements were issued.

The Company has paid back approximately $3 million of the long-term debt as of March 23, 2010.

Note 21 – Reclassifications

Certain reclassifications have been made to the December 25, 2008 and 2007 figures in order to conform them to the current year’s presentation.

F-25

DRAGON ACQUISITION CORPORATION
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
DECEMBER 31, 2009

On April 14, 2010, Dragon Acquisition Corporation ("Dragon") issued 29,235,000 ordinary shares at par value of $0.002112 for all of the outstanding ordinary shares of Leewell Investment Group Limited ("Leewell").

The unaudited pro forma information is based upon the historical financial statements of Dragon and the consolidated historical financial statements of Leewell after giving effect to pro forma adjustments described below.

(1)	To eliminate Leewell's common shares.
(2)	To eliminate Dragon's accumulated deficit.
(3)	To reflect the issuance of 29,235,000 shares by Dragon.

The adjustments are based on currently available information and certain estimates and assumptions. However, management believes that the assumptions provide a reasonable basis for presenting the unaudited pro forma financial information and that pro forma adjustments give effect to those assumptions and are properly applied in the unaudited pro forma financial information.

The following unaudited pro forma financial information presents the effects of the transaction on equity as of December 31, 2009.

	Dragon		Leewell						Pro Forma
	Historical		Historical		Adjustments				Combined
	$		$		$				$
Common shares	2,112		13,149,576		(13,149,576	)	(1	)	63,856
					61,744		(3	)
Paid-in capital	45,238		(7,465,626	)	13,149,576		(1	)	5,610,215
					(57,229	)	(2	)
					(61,744	)	(3	)
Appropriated retained earnings	-		10,298,700						10,298,700
Unappropriated retained earnings/(Accumulated deficit)	(57,229	)	71,326,950		57,229		(2	)	71,326,950
Accumulated other comprehensive income	-		7,041,346						7,041,346
Shareholders' equity	(9,879	)	94,350,946						94,341,067

F-26

EXHIBIT INDEX

Exhibit No.	Description
2.1	Share Exchange Agreement, dated April 14, 2010, by and among the Company, Leewell Investment Group Limited, Longhai Holdings Company Limited and its shareholder
3.1	Amended and Restated Memorandum of Association of the Company [incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 10 filed on July 14, 2006]
3.2	Articles of Association of the Company [incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form 10 filed on July 14, 2006]
4.1	Form of Investor Warrant, issued April 14, 2010
10.1	Form of Subscription Agreement, dated April 14, 2010
10.2	Make Good Escrow Agreement, dated April 14, 2010, by and among the Company, Longhai Holdings Company Limited, Access America Investments, LLC and Collateral Agents, LLC, as escrow agent
10.3	Holdback Escrow Agreement, dated April 14, 2010, by and among the Company, Brean Murray, Carret & Co., LLC, Access America Investments, LLC and Collateral Agents, LLC, as escrow agent
10.4	Investor Relations Escrow Agreement, dated April 14, 2010, by and among the Company, Brean Murray, Carret & Co., LLC, Access America Investments, LLC and Collateral Agents, LLC, as escrow agent
10.5	Form of Lockup Agreement, dated April 14, 2010
10.6	Share Purchase Agreement, dated September 5, 2007, between Zhang Weiqing and Leewell Investment Group Limited (English Translation)
10.7	Share Purchase Agreement, dated September 5, 2007, between Cheng Xiaoyan and Leewell Investment Group Limited (English Translation)

10.8	Share Purchase Agreement, dated January 19, 2008, among Cheng Defeng, Wang Yingchun and Qingdao Oumei Real Estate Development Co., Ltd. (English Translation)
10.9	Share Purchase Agreement, dated January 22, 2008, between Zhang Weiqing and Qingdao Oumei Real Estate Development Co., Ltd. (English Translation)
10.10	Share Purchase Agreement, dated January 23, 2008, among Cheng Defeng, Miao Shuangji and Qingdao Oumei Real Estate Development Co., Ltd. (English Translation)
10.11	Share Purchase Agreement, dated January 24, 2008, among Li Jie, Li Keyu, Liu Fangyu, Wang Meiling, Jiang Guo, Qingdao Longhai Investment Group and Qingdao Oumei Real Estate Development Co., Ltd. (English Translation)
10.12	Share Purchase Agreement, dated August 27, 2008, among Qingdao Longhai Investment Group, Qingdao Longhai Luqiao Co., Ltd, Gao Xuling and Qingdao Oumei Real Estate Development Co., Ltd. (English Translation)
10.13	Share Purchase Agreement, dated August 28, 2008, between Qingdao Pingdu Xinyuan Real Estate Development Co., Ltd and Qingdao Oumei Real Estate Development Co., Ltd. (English Translation)
10.14	Share Purchase Agreement, dated August 29, 2008, among Qingdao Hexiang Fuzhuang Ltd, Qingdao Fuhai Fangzhi Ltd and Qingdao Oumei Real Estate Development Co., Ltd. (English Translation)
10.15	Share Purchase Agreement, dated June 25, 2009, among Qingdao Longhai Investment Group, Wang Hongde and Qingdao Oumei Real Estate Development Co., Ltd. (English Translation)
10.16	Share Purchase Agreement, dated September 25, 2009, among Wang Yingchun, Wang Jinghua and Qingdao Oumei Real Estate Development Co., Ltd. (English Translation)
10.17	Construction Contact, dated April 11, 2009, between Weihai Economic & Technology Development Zone Longhai Properties Co., Ltd. and Shanghai Baogang Construction Engineering Corporation (English Translation)

Exhibit No.	Description
10.18	Construction Contract, dated October 8, 2006, between Qingdao Xudong Real Estate Development Co., Ltd. and Qingdao Longhai Construction Group Co., Ltd. (English Translation)
10.19	Construction Contract, dated July 26, 2006, between Weihai Economic & Technology Development Zone Longhai Properties Co., Ltd. and Qingdao Longhai Construction Group Co., Ltd. (English Translation)
10.20	Construction Contract, dated April 23, 2004, between Weifang Longhai Zhiye Co., Ltd. and Qingdao Zhongxin Construction Group Co., Ltd. (English Translation)
10.21	Construction Supervision Contract, dated August 21, 2009, between Weihai Economic & Technology Development Zone Longhai Properties Co., Ltd. and Weihai Tianhen Project Consulting Management Co., Ltd. (English Translation)
10.22	Form of Construction Contract (English Translation)
10.23	Form of Sales Agent Agreement (English Translation)
10.24	Loan Agreement, dated November 30, 200 9, between Weihai Economic & Technology Development Zone Longhai Properties Co., Ltd. and China Construction Bank, Weihai Branch (English Translation)
10.25	Loan Agreement, dated November 21, 2008, between Caoxian Industrial Properties Co., Ltd. and China Construction Bank, Caoxian Branch (English Translation)
10.26	Loan Agreement, dated May 28, 2007, between Qingdao Xudong Real Estate Development Co., Ltd. and Industrial and Commercial Bank of China, Qingdao Chengyang Branch (English Translation)
10.27	Form of Employment Agreement (English Translation)
10.28	Employment Agreement, dated June 28, 2007, between Qingdao Oumei Real Estate Development Co., Ltd. and Weiqing Zhang (English Translation)
10.29	Employment Agreement, dated July 23, 2007, between Qingdao Oumei Real Estate Development Co., Ltd. and Yang Chen (English Translation)
10.30	Employment Agreement, dated August 25, 2007, between Qingdao Oumei Real Estate Development Co., Ltd. and Zhongbo Zhou (English Translation)
10.31	Employment Agreement, dated August 20, 2007, between Qingdao Oumei Real Estate Development Co., Ltd. and Yalei Chen (English Translation)
21	Subsidiaries of the Company

EX-2.1

Exhibit 2.1

SHARE EXCHANGE AGREEMENT

by and among

DRAGON ACQUISITION CORPORATION

LEEWELL INVESTMENT GROUP LIMITED

LONGHAI HOLDINGS COMPANY LIMITED,

THE SOLE SHAREHOLDER OF LEEWELL INVESTMENT GROUP LIMITED

and

ANTOINE CHENG, THE SOLE SHAREHOLDER OF LONGHAI HOLDINGS

COMPANY LIMITED

Dated as of April 14, 2010

TABLE OF CONTENTS

	ARTICLE I EXCHANGE OF SHARES	2
1.1.	Share Exchange	2
1.2.	Closing.	2
	ARTICLE II REPRESENTATIONS AND WARRANTIES OF LONGHAI AND THE SHAREHOLDER	2
2.1.	Good Title.	2
2.2.	Organization	2
2.3.	Power and Authority.	2
2.4.	No Conflicts.	2
2.5.	Litigation	2
2.6.	No Finder’s Fee	3
2.7.	Purchase Entirely for Own Account	3
2.8.	Available Information.	3
2.9.	Non-Registration.	3
2.10.	Restricted Securities	3
2.11.	Accredited Investor.	3
2.12.	Legends.	3
2.13.	Additional Legend	4
2.14.	Disclosure	4
	ARTICLE III REPRESENTATIONS AND WARRANTIES OF LEEWELL	4
3.1.	Organization, Standing and Power	4
3.2.	Subsidiaries; Equity Interests.	5
3.3.	Capital Structure	5
3.4.	Authority; Execution and Delivery; Enforceability	5
3.5.	No Conflicts; Consents	6
3.6.	Taxes.	6
3.7.	Benefit Plans.	7
3.8.	Litigation	7
3.9.	Compliance with Applicable Laws.	7
3.10.	Brokers.	7
3.11.	Contracts.	7
3.12.	Title to Properties	8
3.13.	Intellectual Property.	8
3.14.	Labor Matters.	8
3.15.	Financial Statements; Liabilities.	8
3.16.	Insurance.	8
3.17.	Transactions with Affiliates and Employees	8
3.18.	Internal Accounting Controls.	9
3.19.	Solvency	9
3.20.	Application of Takeover Protections	9
3.21.	Investment Company	10
3.22.	Foreign Corrupt Practices	10
3.23.	Absence of Certain Changes or Events.	10
3.24.	Disclosure	11
3.25.	Information Supplied	11
3.26.	No Undisclosed Events, Liabilities, Developments or Circumstances	11
3.27.	No Additional Agreements	11
	ARTICLE IV REPRESENTATIONS AND WARRANTIES OF DRAGON ACQUISITION	12
4.1.	Organization, Standing and Power	12
4.2.	Subsidiaries; Equity Interests.	12
4.3.	Capital Structure	12
4.4.	Authority; Execution and Delivery; Enforceability	13
4.5.	No Conflicts; Consents	13
4.6.	Taxes.	13
4.7.	Benefit Plans.	14

i

TABLE OF CONTENTS

4.8.	ERISA Compliance; Excess Parachute Payments	14
4.9.	Litigation	14
4.10.	Compliance with Applicable Laws.	14
4.11.	Contracts.	15
4.12.	Title to Properties	15
4.13.	Intellectual Property.	15
4.14.	Labor Matters.	15
4.15.	SEC Documents; Undisclosed Liabilities	15
4.16.	Transactions With Affiliates and Employees.	16
4.17.	Internal Accounting Controls.	16
4.18.	Solvency	17
4.19.	Application of Takeover Protections	17
4.20.	Investment Company	17
4.21.	Foreign Corrupt Practices	17
4.22.	Absence of Certain Changes or Events.	17
4.23.	Certain Registration Matters.	19
4.24.	Disclosure	19
4.25.	Information Supplied	19
4.26.	No Undisclosed Events, Liabilities, Developments or Circumstances	19
4.27.	No Additional Agreements	19
	ARTICLE V CONDITIONS TO CLOSING	19
5.1.	Dragon Acquisition Conditions Precedent.	19
5.2.	Leewell and Longhai Conditions Precedent	22
	ARTICLE VI COVENANTS	23
6.1.	Preparation of the 14f-1 Notice; Blue Sky Laws	23
6.2.	Public Announcements	24
6.3.	Fees and Expenses	24
6.4.	Continued Efforts.	24
6.5.	Exclusivity	24
6.6.	Filing of 8-K	24
6.7.	Furnishing of Information.	24
6.8.	Access.	25
6.9.	Preservation of Business.	25
6.10.	Completion of Financing	25
	ARTICLE VII MISCELLANEOUS	25
7.1.	Notices	25
7.2.	Amendments; Waivers.	26
7.3.	Replacement of Securities	26
7.4.	Remedies	26
7.5.	Limitation of Liability	27
7.6.	Interpretation.	27
7.7.	Severability.	27
7.8.	Counterparts; Facsimile Execution	27
7.9.	Entire Agreement; Third Party Beneficiaries.	27
7.10.	Survival.	27
7.11.	Governing Law	28
7.12.	Assignment	28

Annex A Definitions

ii

SHARE EXCHANGE AGREEMENT

          This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of April 14, 2010, is by and among Dragon Acquisition Corporation, a Cayman Islands company (“Dragon Acquisition”), Leewell Investment Group Limited, a Hong Kong company (“Leewell”), the sole shareholder of Leewell, Longhai Holdings Company Limited, a British Virgin Islands company (“Longhai”), and the sole shareholder of Longhai, Antoine Cheng (the “Shareholder”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively, as the “Parties.” Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in Annex A hereto.

BACKGROUND

          A.        Dragon Acquisition is an exempted company incorporated with limited liability under the laws of Cayman Islands with no significant operations.

          B.        Leewell is a private company incorporated under the laws of Hong Kong. Leewell owns 100% of the issued and outstanding capital stock of Qingdao Oumei Real Estate Development, Co., Ltd, a wholly foreign owned enterprise incorporated under the laws of the People’s Republic of China.

          C.        Leewell has 102,566,690 ordinary shares (the “Leewell Stock”) issued and outstanding, all of which are held by Longhai. Longhai has agreed to transfer all of its shares of Leewell Stock in exchange for 29,235,000 newly issued ordinary shares of Dragon Acquisition (the “Dragon Acquisition Stock”), constituting 94.31% of the issued and outstanding capital stock of Dragon Acquisition on a fully diluted basis as of and immediately after the Closing (as defined in Section 1.1) and prior to giving effect to the Financing (as defined in Section 6.10) (the “Exchange”).

          D.        The Exchange is in connection with the closing of the Financing pursuant to a Subscription Agreement by and among Dragon Acquisition and the subscribers identified on the signature page thereto. The Closing of the Exchange is conditioned upon all of the conditions of the Financing being met, and the Financing is conditioned upon the Closing of the Exchange.

          E.        The Board of Directors of each of Dragon Acquisition and Leewell has determined that it is desirable to effect this plan of reorganization and share exchange.

AGREEMENT

          NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth herein, and intending to be legally bound hereby, the Parties agree as follows:

ARTICLE I
Exchange of Shares

          1.1.        Share Exchange. At the Closing, Longhai shall sell, transfer, convey, assign and deliver to Dragon Acquisition its Leewell Stock free and clear of all Liens, in exchange for 29,235,000 newly issued shares of Dragon Acquisition Stock (referred to herein as the “Shares”).

          1.2.        Closing. The closing (the “Closing”) of the transactions contemplated hereby (the “Transactions”) shall take place at the offices of Pillsbury Winthrop Shaw Pittman LLP in Washington, DC, commencing at 9:00 a.m. local time on the second business day following the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the Transactions (other than conditions with respect to actions that the respective parties will take at Closing) or such other date and time as the Parties may mutually determine (the “Closing Date”).

ARTICLE II
Representations and Warranties of Longhai and the Shareholder

          Each of Longhai and the Shareholder severally (and not jointly) hereby represents and warrants to Dragon Acquisition as follows.

          2.1.        Good Title. Longhai is the record and beneficial owner, and has good title to its Leewell Stock, with the right and authority to sell and deliver such Leewell Stock, free and clear of all Liens, claims, charges, encumbrances, pledges, mortgages, security interests, options, rights to acquire, proxies, voting trusts or similar agreements, restrictions on transfer or adverse claims of any nature whatsoever. Upon delivery of any certificate or certificates duly assigned, representing the same as herein contemplated and/or upon registering of Dragon Acquisition as the new owner of such Leewell Stock in the share register of Leewell, Dragon Acquisition will receive good title to such Leewell Stock, free and clear of all Liens.

          2.2.        Organization. Longhai is duly organized and validly existing in its jurisdiction of organization.

          2.3.        Power and Authority. Longhai has the legal power and authority to execute and deliver this Agreement and to perform its obligations hereunder. All acts required to be taken by Longhai to enter into this Agreement and to carry out the Transactions have been properly taken. This Agreement constitutes a legal, valid and binding obligation of Longhai, enforceable against Longhai in accordance with the terms hereof.

          2.4.        No Conflicts. The execution and delivery of this Agreement by Longhai and the performance by Longhai of its obligations hereunder in accordance with the terms hereof: (a) will not require the consent of any third party or Governmental Entity under any Laws; (b) will not violate any Laws applicable to Longhai; and (c) will not violate or breach any contractual obligation to which Longhai is a party.

          2.5.        Litigation. There is no pending proceeding against Longhai that involves the Shares or that challenges, or may have the effect of preventing, delaying or making illegal, or otherwise interfering with, any of the Transactions and, to the knowledge of Longhai, no such proceeding has been threatened, and no event or circumstance exists that is reasonably likely to give rise to or serve as a basis for the commencement of any such proceeding.

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          2.6.        No Finder’s Fee. Longhai has not created any obligation for any finder’s, investment banker’s or broker’s fee in connection with the Transactions that are not payable entirely by Longhai.

          2.7.        Purchase Entirely for Own Account. Longhai is acquiring the Dragon Acquisition Stock proposed to be acquired hereunder for investment for its own account and not with a view to the resale or distribution of any part thereof, and Longhai has no present intention of selling or otherwise distributing the Dragon Acquisition Stock, except in compliance with applicable securities laws.

          2.8.        Available Information. Longhai has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investment in Dragon Acquisition and has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the Dragon Acquisition Stock.

          2.9.        Non-Registration. Longhai understands that the Dragon Acquisition Stock has not been registered under the Securities Act and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Longhai’s representations as expressed herein. The non-registration shall have no prejudice with respect to any rights, interests, benefits and entitlements attached to the Dragon Acquisition Stock in accordance with the Dragon Acquisition Constituent Instruments or the laws of its jurisdiction of incorporation.

          2.10.      Restricted Securities. Longhai understands that the Shares are characterized as “restricted securities” under the Securities Act inasmuch as this Agreement contemplates that, if acquired by Longhai pursuant hereto, the Shares would be acquired in a transaction not involving a public offering. The issuance of the Shares hereunder is being effected in reliance upon an exemption from registration afforded under Section 4(2) of the Securities Act for transactions by an issuer not involving a public offering. Longhai further acknowledges that if the Shares are issued to Longhai in accordance with the provisions of this Agreement, such Shares may not be resold without registration under the Securities Act or the existence of an exemption therefrom. Longhai represents that it is familiar with Rule 144 promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

          2.11.      Accredited Investor. Longhai is an “accredited investor” within the meaning of Rule 501 under the Securities Act and Longhai was not organized for the specific purpose of acquiring the Shares.

          2.12.      Legends. It is understood that the Dragon Acquisition Stock will bear the following legend or one that is substantially similar to the following legend:

-3-

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.

          2.13.      Additional Legend. Additionally, the Dragon Acquisition Stock will bear any legend required by the “blue sky” laws of any state to the extent such laws are applicable to the securities represented by the certificate so legended. Longhai consents to Dragon Acquisition making a notation on its records or giving instructions to any transfer agent of Shares in order to implement the restrictions on transfer of the Shares.

          2.14.      Disclosure. This Agreement, the schedules hereto and any certificate attached hereto or delivered in accordance with the terms hereof by or on behalf of Longhai in connection with the Transactions, when taken together, do not contain any untrue statement of a material fact or omit any material fact necessary in order to make the statements contained herein and/or therein not misleading.

ARTICLE III
Representations and Warranties of Leewell

          Subject to the exceptions set forth in the Leewell Disclosure Letter (regardless of whether or not the Leewell Disclosure Letter is referenced below with respect to any particular representation or warranty), Leewell represents and warrants to Dragon Acquisition and Longhai as follows.

          3.1.        Organization, Standing and Power. Except as set forth in the Leewell Disclosure Letter, Leewell and each of its subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on Leewell and its subsidiaries taken as a whole, a material adverse effect on the ability of Leewell to perform its obligations under this Agreement or on the ability of Leewell to consummate the Transactions (a “Leewell Material Adverse Effect”). Leewell and each of its subsidiaries is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Leewell Material Adverse Effect. Leewell has delivered to Dragon Acquisition true and complete copies of the Leewell Constituent Instruments, and the comparable charter, organizational documents and other constituent instruments of each of its subsidiaries, in each case as amended through the date of this Agreement.

-4-

          3.2.        Subsidiaries; Equity Interests.

                         (a)      The Leewell Disclosure Letter lists each subsidiary of Leewell and its jurisdiction of organization. All the outstanding shares of capital stock or equity investments of each subsidiary have been validly issued and are fully paid and nonassessable and are as of the date of this Agreement owned by Leewell or by another subsidiary of Leewell, free and clear of all Liens.

                         (b)      Except for its interests in its subsidiaries, Leewell does not, as of the date of this Agreement, own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any person.

          3.3.        Capital Structure. The authorized capital stock of Leewell consists of 150,000,000 ordinary shares of which 102,566,690 shares are issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities of Leewell are issued, reserved for issuance or outstanding. Leewell is the sole record and beneficial owner of all of the issued and outstanding capital stock of each of its subsidiaries. All outstanding shares of the capital stock of Leewell and each of its subsidiaries are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of Hong Kong, the Leewell Constituent Instruments or any Contract to which Leewell is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Leewell or any of its subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Leewell Stock or the capital stock of any of its subsidiaries may vote (“Voting Leewell Debt”). As of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which Leewell or any of its subsidiaries is a party or by which any of them is bound (a) obligating Leewell or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, Leewell or any of its subsidiaries or any Voting Leewell Debt, (b) obligating Leewell or any of its subsidiaries to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of Leewell or of any of its subsidiaries. As of the date of this Agreement, there are not any outstanding contractual obligations of Leewell to repurchase, redeem or otherwise acquire any shares of capital stock of Leewell.

          3.4.        Authority; Execution and Delivery; Enforceability. Leewell has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution and delivery by Leewell of this Agreement and the consummation by Leewell of the Transactions have been duly authorized and approved by the Board of Directors of Leewell and no other corporate proceedings on the part of Leewell are necessary to authorize this Agreement and the Transactions. When executed and delivered, this Agreement will be enforceable against Leewell in accordance with its terms.

-5-

               3.5.        No Conflicts; Consents.

                              (a)      The execution and delivery by Leewell of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Leewell or any of its subsidiaries under, any provision of (i) the Leewell Constituent Instruments or the comparable charter or organizational documents of any of its subsidiaries, (ii) any Contract to which Leewell or any of its subsidiaries is a party or to which any of their respective properties or assets is subject or (iii) subject to the filings and other matters referred to in Section 3.5(b), any material judgment, order or decree or material Law applicable to Leewell or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Leewell Material Adverse Effect.

                              (b)      Except for required filings with the SEC and applicable “Blue Sky” or state securities commissions, no Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Leewell or any of its subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.

          3.6.        Taxes.

                         (a)      Leewell and each of its subsidiaries has timely filed, or has caused to be timely filed on its behalf, all Tax Returns required to be filed by it, and all such Tax Returns are true, complete and accurate, except to the extent any failure to file or any inaccuracies in any filed Tax Returns, individually or in the aggregate, have not had and would not reasonably be expected to have a Leewell Material Adverse Effect. All Taxes shown to be due on such Tax Returns, or otherwise owed, have been timely paid, except to the extent that any failure to pay, individually or in the aggregate, has not had and would not reasonably be expected to have a Leewell Material Adverse Effect. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of Leewell know of no basis for any such claim.

                         (b)      The Leewell Financial Statements reflect an adequate reserve for all Taxes payable by Leewell and its subsidiaries (in addition to any reserve for deferred Taxes to reflect timing differences between book and Tax items) for all taxable periods and portions thereof through the date of such financial statements. No deficiency with respect to any Taxes has been proposed, asserted or assessed against Leewell or any of its subsidiaries, and no requests for waivers of the time to assess any such Taxes are pending, except to the extent any such deficiency or request for waiver, individually or in the aggregate, has not had and would not reasonably be expected to have a Leewell Material Adverse Effect.

-6-

          3.7.        Benefit Plans.

                         (a)      Except as set forth in the Leewell Disclosure Letter, neither Leewell nor any of its subsidiaries maintains any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding (whether or not legally binding) providing benefits to any current or former employee, officer or director of Leewell or any of its subsidiaries. Except as set forth in the Leewell Disclosure Letter, as of the date of this Agreement there are not any severance or termination agreements or arrangements between Leewell or any of its subsidiaries and any current or former employee, officer or director of Leewell or any of its subsidiaries, nor does Leewell or any of its subsidiaries have any general severance plan or policy.

                         (b)      Since December 25, 2009, there has not been any adoption or amendment in any material respect by Leewell or any of its subsidiaries of any plan described in Section 3.7(a) .

          3.8.        Litigation. Except as set forth in the Leewell Disclosure Letter, there is no Action against or affecting Leewell or any of its subsidiaries or any of their respective properties which (a) adversely affects or challenges the legality, validity or enforceability of any of this Agreement or the Shares or (b) could, if there were an unfavorable decision, individually or in the aggregate, have or reasonably be expected to result in a Leewell Material Adverse Effect. Neither Leewell nor any of its subsidiaries, nor any director or officer thereof (in his or her capacity as such), is or has been the subject of any Action involving a claim or violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty.

          3.9.        Compliance with Applicable Laws. Except as set forth in the Leewell Disclosure Letter, Leewell and each of its subsidiaries have conducted their business and operations in compliance with all applicable Laws, including those relating to occupational health and safety and the environment, except for instances of noncompliance that, individually and in the aggregate, have not had and would not reasonably be expected to have a Leewell Material Adverse Effect. Leewell has not received any written communication during the past two years from a Governmental Entity that alleges that Leewell is not in compliance in any material respect with any applicable Law. This Section 3.9 does not relate to matters with respect to Taxes, which are the subject of Section 3.6.

          3.10.      Brokers. Except as set forth in the Leewell Disclosure Letter, no broker, investment banker, financial advisor or other person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Transactions based upon arrangements made by or on behalf of Leewell or any of its subsidiaries.

          3.11.      Contracts. Except as set forth in the Leewell Disclosure Letter, there are no Contracts that are material to the business, properties, assets, condition (financial or otherwise), results of operations or prospects of Leewell and its subsidiaries taken as a whole. Neither Leewell nor any of its subsidiaries is in violation of or in default under (nor does there exist any condition which upon the passage of time or the giving of notice would cause such a violation of or default under) any Contract to which it is a party or to which it or any of its properties or assets is subject, except for violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Leewell Material Adverse Effect.

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          3.12.      Title to Properties. Except as set forth in the Leewell Disclosure Letter, neither Leewell nor any of its subsidiaries own any real property. Leewell and each of its subsidiaries has sufficient title to, or valid leasehold interests in, all of its properties and assets used in the conduct of its businesses. All such assets and properties, other than assets and properties in which Leewell or any of its subsidiaries has leasehold interests, are free and clear of all Liens other than those set forth in the Leewell Disclosure Letter and except for Liens that, in the aggregate, do not and will not materially interfere with the ability of Leewell and its subsidiaries to conduct business as currently conducted.

          3.13.      Intellectual Property. Leewell and each of its subsidiaries own, or are validly licensed or otherwise have the right to use, all Intellectual Property Rights which are material to the conduct of the business of Leewell and its subsidiaries taken as a whole. The Leewell Disclosure Letter sets forth a description of all Intellectual Property Rights which are material to the conduct of the business of Leewell and its subsidiaries taken as a whole. There are no claims pending or, to the knowledge of Leewell, threatened that Leewell or any of its subsidiaries is infringing or otherwise adversely affecting the rights of any person with regard to any Intellectual Property Right. To the knowledge of Leewell, no person is infringing the rights of Leewell or any of its subsidiaries with respect to any Intellectual Property Right.

          3.14.      Labor Matters. There are no collective bargaining or other labor union agreements to which Leewell or any of its subsidiaries is a party or by which any of them is bound. No material labor dispute exists or, to the knowledge of Leewell, is imminent with respect to any of the employees of Leewell.

          3.15.      Financial Statements; Liabilities. Leewell has delivered to Dragon Acquisition its audited consolidated financial statements for the fiscal years ended December 25, 2009, 2008 and 2007 (the “Leewell Financial Statements”). The Leewell Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated. The Leewell Financial Statements fairly present in all material respects the financial condition and operating results of Leewell, as of the dates, and for the periods, indicated therein. Leewell does not have any material liabilities or obligations, contingent or otherwise, other than (a) liabilities incurred in the ordinary course of business subsequent to December 25, 2009, and (b) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in the Leewell Financial Statements, which, in both cases, individually and in the aggregate, would not be reasonably expected to result in a Leewell Material Adverse Effect.

          3.16.      Insurance. Other than mandatory social insurance for employees and insurance for vehicles, neither Leewell nor its subsidiaries maintain any insurance.

          3.17.      Transactions with Affiliates and Employees. Except as set forth in the Leewell Disclosure Letter and the Leewell Financial Statements, none of the officers or directors of Leewell and, to the knowledge of Leewell, none of the employees of Leewell is presently a party to any transaction with Leewell or any of its subsidiaries (other than for services as employees, officers and directors), including any Contract or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of Leewell, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.

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          3.18.      Internal Accounting Controls. Leewell and its consolidated subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (a) transactions are executed in accordance with management’s general or specific authorizations, (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (c) access to assets is permitted only in accordance with management’s general or specific authorization, and (d) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Leewell has established disclosure controls and procedures for its company and designed such disclosure controls and procedures to ensure that material information relating to Leewell and its subsidiaries are made known to the officers by others within those entities. The officers of Leewell have evaluated the effectiveness of Leewell’s controls and procedures. Since December 25, 2009, there have been no significant changes in Leewell’s internal controls or, to Leewell’s best knowledge, in other factors that could significantly affect Leewell’s internal controls.

          3.19.      Solvency. Based on the financial condition of Leewell as of the Closing Date (and assuming that the Closing shall have occurred): (a) Leewell’s fair saleable value of its assets exceeds the amount that will be required to be paid on or in respect of Leewell’s existing debts and other liabilities (including known contingent liabilities) as they mature; (b) Leewell’s assets do not constitute unreasonably small capital to carry on its business for the current fiscal year as now conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements of the business conducted by Leewell, and projected capital requirements and capital availability thereof; and (c) the current cash flow of Leewell, together with the proceeds Leewell would receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its debt when such amounts are required to be paid. Leewell does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt).

          3.20.      Application of Takeover Protections. Leewell has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Leewell Constituent Instruments or the laws of its jurisdiction of organization that is or could become applicable to Longhai as a result of Longhai and Leewell fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the issuance of the Shares and Longhai’s ownership of the Shares.

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          3.21.      Investment Company. Leewell is not, and is not an affiliate of, and immediately following the Closing will not have become, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

          3.22.      Foreign Corrupt Practices. Neither Leewell, nor any of its subsidiaries, nor, to Leewell’s knowledge, any director, officer, agent, employee or other person acting on behalf of Leewell or any of its subsidiaries has, in the course of its actions for, or on behalf of, Leewell (a) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (b) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (c) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (d) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

          3.23.      Absence of Certain Changes or Events. Except as disclosed in the Leewell Financial Statements or the Leewell Disclosure Letter, from December 25, 2009 to the date of this Agreement, Leewell has conducted its business only in the ordinary course, and during such period there has not been:

                         (a)      any change in the assets, liabilities, financial condition or operating results of Leewell or any of its subsidiaries, except changes in the ordinary course of business that have not caused, in the aggregate, a Leewell Material Adverse Effect;

                         (b)      any damage, destruction or loss, whether or not covered by insurance, that would have a Leewell Material Adverse Effect;

                         (c)      any waiver or compromise by Leewell or any of its subsidiaries of a valuable right or of a material debt owed to it;

                         (d)      any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by Leewell or any of its subsidiaries, except in the ordinary course of business and the satisfaction or discharge of which would not have a Leewell Material Adverse Effect;

                         (e)      any material change to a material Contract by which Leewell or any of its subsidiaries or any of its respective assets is bound or subject;

                         (f)      any mortgage, pledge, transfer of a security interest in, or lien, created by Leewell or any of its subsidiaries, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair Leewell’s or its subsidiaries’ ownership or use of such property or assets;

                         (g)      any loans or guarantees made by Leewell or any of its subsidiaries to or for the benefit of its employees, officers or directors, or any members of their immediate families, or any loans or advances to any persons, corporations, business trusts, associations, companies, partnerships, limited liability companies, joint ventures and other entities, governments, agencies and political subdivision other than travel advances and other advances made in the ordinary course of its business;

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                         (h)      any alteration of Leewell’s method of accounting or the identity of its auditors;

                         (i)      any declaration or payment of dividend or distribution of cash or other property to Longhai or any purchase, redemption or agreements to purchase or redeem any Leewell Stock;

                         (j)      any issuance, sale, disposition or encumbrance of equity securities to any officer, director or affiliate, or any change in their outstanding shares of capital stock or their capitalization, whether by reason of reclassification, recapitalization, stock split, combination, exchange or readjustment of shares, stock dividend or otherwise; or

                         (k)      any arrangement or commitment by Leewell or any of its subsidiaries to do any of the things described in this Section 3.23.

          3.24.      Disclosure. Leewell confirms that neither it nor any person acting on its behalf has provided Dragon Acquisition or its agents or counsel with any information that it believes constitutes material, non-public information except insofar as the existence and terms of the proposed transactions hereunder may constitute such information and except for information that will be disclosed by Dragon Acquisition under a current report on Form 8-K filed within four business days after the Closing. Leewell understands and confirms that Dragon Acquisition will rely on the foregoing representations and covenants in effecting transactions in securities of Leewell. All of the representations and warranties of Leewell set forth in this Agreement are true and correct and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

          3.25.      Information Supplied. None of the information supplied or to be supplied by Leewell for inclusion or incorporation by reference in the 14f-1 Notice, at the date it is first mailed to Dragon Acquisition’s shareholders, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

          3.26.      No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to Leewell or any of its subsidiaries, or their respective businesses, properties, prospects, operations or financial condition, that would be required to be disclosed by Leewell under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by Leewell of its Leewell Stock and which has not been publicly announced or will not be publicly announced in a current report on Form 8-K filed within four business days after the Closing.

         3.27.      No Additional Agreements. Leewell does not have any agreements or understandings with Longhai with respect to the Transactions other than as specified in this Agreement.

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ARTICLE IV
Representations and Warranties of Dragon Acquisition

          Dragon Acquisition represents and warrants as follows to Leewell and Longhai.

          4.1.        Organization, Standing and Power. Dragon Acquisition is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on Dragon Acquisition, a material adverse effect on the ability of Dragon Acquisition to perform its obligations under this Agreement or on the ability of Dragon Acquisition to consummate the Transactions (a “Dragon Acquisition Material Adverse Effect”). Dragon Acquisition is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties makes such qualification necessary and where the failure to so qualify would reasonably be expected to have a Dragon Acquisition Material Adverse Effect. Dragon Acquisition has delivered to Leewell or its counsel true and complete copies of the Dragon Acquisition Constituent Instruments.

          4.2.        Subsidiaries; Equity Interests. Dragon Acquisition does not own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any person.

          4.3.        Capital Structure. The authorized capital stock of Dragon Acquisition consists of 100,000,000 ordinary shares of $0.002112 par value each and 20,000,000 preference shares of $0.002112 par value each. As of the date hereof (a) 1,000,062 ordinary shares are issued and outstanding, (b) no preference shares are issued and outstanding, and (c) no ordinary shares or preference shares are held by Dragon Acquisition in its treasury. Except as set forth above, no shares of capital stock or other voting securities of Dragon Acquisition were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of Dragon Acquisition are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the Cayman Islands, the Dragon Acquisition Constituent Instruments or any Contract to which Dragon Acquisition is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Dragon Acquisition having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Dragon Acquisition’s ordinary shares may vote (“Voting Dragon Acquisition Debt”). As of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which Dragon Acquisition is a party or by which it is bound (a) obligating Dragon Acquisition to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, Dragon Acquisition or any Voting Dragon Acquisition Debt, (b) obligating Dragon Acquisition to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of Dragon Acquisition. As of the date of this Agreement, there are not any outstanding contractual obligations of Dragon Acquisition to repurchase, redeem or otherwise acquire any shares of capital stock of Dragon Acquisition. The shareholder list provided to Leewell is a current shareholder list and accurately reflects all of the issued and outstanding shares of Dragon Acquisition’s capital stock.

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          4.4.        Authority; Execution and Delivery; Enforceability. The execution and delivery by Dragon Acquisition of this Agreement and the consummation by Dragon Acquisition of the Transactions have been duly authorized and approved by the Board of Directors of Dragon Acquisition and no other corporate proceedings on the part of Dragon Acquisition are necessary to authorize this Agreement and the Transactions. This Agreement constitutes a legal, valid and binding obligation of Dragon Acquisition, enforceable against Dragon Acquisition in accordance with the terms hereof.

          4.5.        No Conflicts; Consents.

                         (a)      The execution and delivery by Dragon Acquisition of this Agreement does not, and the consummation of Transactions and compliance with the terms hereof will not, contravene, conflict with or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Dragon Acquisition under, any provision of (i) the Dragon Acquisition Constituent Instruments, (ii) any material Contract to which Dragon Acquisition is a party or to which any of its properties or assets is subject or (iii) subject to the filings and other matters referred to in Section 4.5(b), any material Order or material Law applicable to Dragon Acquisition or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Dragon Acquisition Material Adverse Effect.

                         (b)      Except for required filings with the SEC and applicable “Blue Sky” or state securities commissions, no Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Dragon Acquisition in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.

          4.6.        Taxes.

                         (a)      Dragon Acquisition has timely filed, or has caused to be timely filed on its behalf, all Tax Returns required to be filed by it, and all such Tax Returns are true, complete and accurate, except to the extent any failure to file, any delinquency in filing or any inaccuracies in any filed Tax Returns, individually or in the aggregate, have not had and would not reasonably be expected to have a Dragon Acquisition Material Adverse Effect. All Taxes shown to be due on such Tax Returns, or otherwise owed, have been timely paid, except to the extent that any failure to pay, individually or in the aggregate, has not had and would not reasonably be expected to have a Dragon Acquisition Material Adverse Effect.

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                         (b)      The most recent financial statements contained in the SEC Reports reflect an adequate reserve for all Taxes payable by Dragon Acquisition (in addition to any reserve for deferred Taxes to reflect timing differences between book and Tax items) for all taxable periods and portions thereof through the date of such financial statements. No deficiency with respect to any Taxes has been proposed, asserted or assessed against Dragon Acquisition, and no requests for waivers of the time to assess any such Taxes are pending, except to the extent any such deficiency or request for waiver, individually or in the aggregate, has not had and would not reasonably be expected to have a Dragon Acquisition Material Adverse Effect.

                         (c)      There are no Liens for Taxes (other than for current Taxes not yet due and payable) on the assets of Dragon Acquisition. Dragon Acquisition is not bound by any agreement with respect to Taxes.

          4.7.        Benefit Plans. Dragon Acquisition does not, and since its inception never has, maintained or contributed to any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding (whether or not legally binding) providing benefits to any current or former employee, officer or director of Dragon Acquisition. As of the date of this Agreement, there are not any employment, consulting, indemnification, severance or termination agreements or arrangements between Dragon Acquisition and any current or former employee, officer or director of Dragon Acquisition, nor does Dragon Acquisition have any general severance plan or policy.

          4.8.        ERISA Compliance; Excess Parachute Payments. Dragon Acquisition does not, and since its inception never has, maintained or contributed to any “employee pension benefit plans” (as defined in Section 3(2) of ERISA), “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) or any other benefit plan for the benefit of any current or former employees, consultants, officers or directors of Dragon Acquisition.

          4.9.        Litigation. There is no Action against or affecting Dragon Acquisition or any of its properties which (a) adversely affects or challenges the legality, validity or enforceability of either of this Agreement or the Shares or (b) could, if there were an unfavorable decision, individually or in the aggregate, have or reasonably be expected to result in a Dragon Acquisition Material Adverse Effect. Neither Dragon Acquisition nor any director or officer (in his or her capacity as such), is or has been the subject of any Action involving a claim or violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty.

          4.10.      Compliance with Applicable Laws. Dragon Acquisition is in compliance with all applicable Laws, including those relating to occupational health and safety, the environment, export controls, trade sanctions and embargoes, except for instances of noncompliance that, individually and in the aggregate, have not had and would not reasonably be expected to have a Dragon Acquisition Material Adverse Effect. Dragon Acquisition has not received any written communication during the past two years from a Governmental Entity that alleges that Dragon Acquisition is not in compliance in any material respect with any applicable Law. Dragon Acquisition is in compliance with all effective requirements of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations thereunder, that are applicable to it, except where such noncompliance could not have or reasonably be expected to result in a Dragon Acquisition Material Adverse Effect. This Section 4.10 does not relate to matters with respect to Taxes, which are the subject of Section 4.6.

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          4.11.      Contracts. Except as disclosed in the SEC Reports, there are no Contracts that are material to the business, properties, assets, condition (financial or otherwise), results of operations or prospects of Dragon Acquisition taken as a whole. Dragon Acquisition is not in violation of or in default under (nor does there exist any condition which upon the passage of time or the giving of notice would cause such a violation of or default under) any Contract to which it is a party or to which it or any of its properties or assets is subject, except for violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Dragon Acquisition Material Adverse Effect.

          4.12.      Title to Properties. Dragon Acquisition has good title to, or valid leasehold interests in, all of its properties and assets used in the conduct of its businesses. All such assets and properties, other than assets and properties in which Dragon Acquisition has leasehold interests, are free and clear of all Liens, except for Liens that, in the aggregate, do not and will not materially interfere with the ability of Dragon Acquisition to conduct business as currently conducted. Dragon Acquisition has complied in all material respects with the terms of all material leases to which it is a party and under which it is in occupancy, and all such leases are in full force and effect. Dragon Acquisition enjoys peaceful and undisturbed possession under all such material leases.

          4.13.      Intellectual Property. Dragon Acquisition does not own, nor is validly licensed nor otherwise has the right to use, any Intellectual Property Rights. No claims are pending or, to the knowledge of Dragon Acquisition, threatened that Dragon Acquisition is infringing or otherwise adversely affecting the rights of any person with regard to any Intellectual Property Right.

          4.14.      Labor Matters. There are no collective bargaining or other labor union agreements to which Dragon Acquisition is a party or by which it is bound. No material labor dispute exists or, to the knowledge of Dragon Acquisition, is imminent with respect to any of the employees of Dragon Acquisition.

          4.15.      SEC Documents; Undisclosed Liabilities.

                         (a)      Dragon Acquisition has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC since July 14, 2006, pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act (the “SEC Reports”).

                         (b)      As of its respective filing date, the SEC Reports complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Reports. Except to the extent that information contained in the SEC Reports has been revised or superseded by any report, schedule, form, statement or other document filed by Dragon Acquisition with the SEC subsequent to the filing of such revised or superseded information, none of the SEC Reports contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Dragon Acquisition included in the SEC Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of Dragon Acquisition and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).

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                         (c)      Except as set forth in the SEC Reports, Dragon Acquisition has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by U.S. generally accepted accounting principles to be set forth on a balance sheet of Dragon Acquisition or in the notes thereto. There are no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities) due after the date hereof. All liabilities of Dragon Acquisition shall have been paid off and shall in no event remain liabilities of Dragon Acquisition, Leewell or Longhai following the Closing.

          4.16.      Transactions With Affiliates and Employees. Except as disclosed in the SEC Reports, none of the officers or directors of Dragon Acquisition and, to the knowledge of Dragon Acquisition, none of the employees of Dragon Acquisition is presently a party to any transaction with Dragon Acquisition (other than for services as employees, officers and directors), including any Contract or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of Dragon Acquisition, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.

          4.17.      Internal Accounting Controls. Dragon Acquisition maintains a system of internal accounting controls sufficient to provide reasonable assurance that (a) transactions are executed in accordance with management’s general or specific authorizations, (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (c) access to assets is permitted only in accordance with management’s general or specific authorization, and (d) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Dragon Acquisition has established disclosure controls and procedures for Dragon Acquisition and designed such disclosure controls and procedures to ensure that material information relating to Dragon Acquisition is made known to the officers by others within Dragon Acquisition. Dragon Acquisition’s officers have evaluated the effectiveness of Dragon Acquisition’s controls and procedures. Since December 31, 2009, there have been no significant changes in Dragon Acquisition’s internal controls or, to Dragon Acquisition’s knowledge, in other factors that could significantly affect Dragon Acquisition’s internal controls.

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          4.18.      Solvency. Except as disclosed in the SEC Reports, based on the financial condition of Dragon Acquisition as of the Closing Date (and assuming that the Closing shall have occurred), (a) Dragon Acquisition’s fair saleable value of its assets exceeds the amount that will be required to be paid on or in respect of Dragon Acquisition’s existing debts and other liabilities (including known contingent liabilities) as they mature, (b) Dragon Acquisition’s assets do not constitute unreasonably small capital to carry on its business for the current fiscal year as now conducted and as proposed to be conducted, including its capital needs, taking into account the particular capital requirements of the business conducted by Dragon Acquisition, and projected capital requirements and capital availability thereof, and (c) the current cash flow of Dragon Acquisition, together with the proceeds Dragon Acquisition would receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its debt when such amounts are required to be paid. Dragon Acquisition does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt).

          4.19.      Application of Takeover Protections. Dragon Acquisition has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Dragon Acquisition Constituent Instruments or the laws of its jurisdiction of incorporation that is or could become applicable to Longhai as a result of Longhai and Dragon Acquisition fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the issuance of the Shares and Longhai’s ownership of the Shares.

          4.20.      Investment Company. Dragon Acquisition is not, and is not an affiliate of, and immediately following the Closing will not have become, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

          4.21.      Foreign Corrupt Practices. Neither Dragon Acquisition, nor to Dragon Acquisition’s knowledge, any director, officer, agent, employee or other person acting on behalf of Dragon Acquisition has, in the course of its actions for, or on behalf of, Dragon Acquisition (a) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (b) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (c) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (d) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

          4.22.      Absence of Certain Changes or Events. Except as disclosed in the SEC Reports, from the date of the most recent financial statements contained in the SEC Reports to the date of this Agreement, Dragon Acquisition has conducted its business only in the ordinary course, and during such period there has not been:

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                         (a)      any change in the assets, liabilities, financial condition or operating results of Dragon Acquisition from that reflected in the financial statements contained in the SEC Reports, except changes in the ordinary course of business that have not caused, in the aggregate, a Dragon Acquisition Material Adverse Effect;

                         (b)      any damage, destruction or loss, whether or not covered by insurance, that would have a Dragon Acquisition Material Adverse Effect;

                         (c)      any waiver or compromise by Dragon Acquisition of a valuable right or of a material debt owed to it;

                         (d)      any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by Dragon Acquisition, except in the ordinary course of business and the satisfaction or discharge of which would not have a Dragon Acquisition Material Adverse Effect;

                         (e)      any material change to a material Contract by which Dragon Acquisition or any of its assets is bound or subject;

                         (f)      any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;

                         (g)      any resignation or termination of employment of any officer of Dragon Acquisition;

                         (h)      any mortgage, pledge, transfer of a security interest in or lien created by Dragon Acquisition with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and that do not materially impair Dragon Acquisition’s ownership or use of such property or assets;

                         (i)      any loans or guarantees made by Dragon Acquisition to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business;

                         (j)      any declaration, setting aside or payment or other distribution in respect of any of Dragon Acquisition’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by Dragon Acquisition;

                         (k)      any alteration of Dragon Acquisition’s method of accounting or the identity of its auditors;

                         (l)      any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Dragon Acquisition stock option plans; or

                         (m)      any arrangement or commitment by Dragon Acquisition to do any of the things described in this Section 4.22.

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          4.23.      Certain Registration Matters. Dragon Acquisition has not granted or agreed to grant to any person any rights (including “piggy-back” registration rights) to have any securities of Dragon Acquisition registered with the SEC or any other governmental authority that have not been satisfied.

          4.24.      Disclosure. Dragon Acquisition confirms that neither it nor any person acting on its behalf has provided Longhai or its agents or counsel with any information that Dragon Acquisition believes constitutes material, non-public information except insofar as the existence and terms of the proposed transactions hereunder may constitute such information and except for information that will be disclosed by Dragon Acquisition under a current report on Form 8-K filed within four business days after the Closing. Dragon Acquisition understands and confirms that Longhai will rely on the foregoing representations and covenants in effecting transactions in securities of Dragon Acquisition. All of the representations and warranties set forth in this Agreement are true and correct and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

          4.25.      Information Supplied. None of the information supplied or to be supplied by Dragon Acquisition for inclusion or incorporation by reference in the 14f-1 Notice will, at the date it is first mailed to Dragon Acquisition’s shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

          4.26.      No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to Dragon Acquisition, or its businesses, properties, prospects, operations or financial condition, that would be required to be disclosed by Dragon Acquisition under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by Dragon Acquisition of its ordinary shares and which has not been publicly announced or will not be publicly announced in a current report on Form 8-K filed within four business days after the Closing.

          4.27.      No Additional Agreements. Dragon Acquisition does not have any agreement or understanding with Longhai with respect to the Transactions other than as specified in this Agreement.

ARTICLE V
Conditions to Closing

          5.1.        Dragon Acquisition Conditions Precedent. The obligations of Longhai and Leewell to enter into and complete the Closing are subject, at the option of Longhai and Leewell, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by Leewell and Longhai in writing.

                         (a)      Representations and Covenants. The representations and warranties of Dragon Acquisition contained in this Agreement shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. Dragon Acquisition shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by Dragon Acquisition on or prior to the Closing Date. Dragon Acquisition shall have delivered to Longhai and Leewell a certificate, dated the Closing Date, to the foregoing effect.

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                         (b)      Litigation. No action, suit or proceeding shall have been instituted before any court or governmental or regulatory body or instituted or threatened by any governmental or regulatory body to restrain, modify or prevent the carrying out of the Transactions or to seek damages or a discovery order in connection with such Transactions. No action, suit or proceeding before any court or governmental or regulatory body or instituted or threatened by any governmental or regulatory body has or may have, in the reasonable opinion of Leewell or Longhai, a Dragon Acquisition Material Adverse Effect.

                         (c)      Consents. Dragon Acquisition shall have obtained all material consents, waivers, approvals, authorizations or orders required to be obtained, and made all filings required to be made, for the authorization, execution and delivery of this Agreement and the consummation of the Transactions, except where the failure to receive such consents, waivers, approvals, authorizations or orders or to make such filings would not have a Dragon Acquisition Material Adverse Effect.

                         (d)      No Material Adverse Change. There shall not have been any occurrence, event, incident, action, failure to act, or transaction since September 30, 2009 which has had or is reasonably likely to cause a Dragon Acquisition Material Adverse Effect.

                         (e)      Post-Closing Capitalization. At, and immediately after, the Closing, the authorized capitalization, and the number of issued and outstanding shares of the capital stock of Dragon Acquisition, on a fully-diluted basis, as indicated on a schedule to be delivered by the Parties at or prior to the Closing, shall be acceptable to Leewell and Longhai.

                         (f)      Satisfactory Completion of Due Diligence. Leewell and Longhai shall have completed their legal, accounting and business due diligence of Dragon Acquisition and the results thereof shall be satisfactory to Leewell and Longhai in their sole and absolute discretion.

                         (g)      SEC Reports. Dragon Acquisition shall have filed all reports and other documents required to be filed by it under the U.S. federal securities laws through the Closing Date.

                         (h)      Secretary’s Certificate. Dragon Acquisition shall have delivered to Leewell a certificate, signed by its Secretary (or authorized director or officer), certifying that the attached copies of the Dragon Acquisition Constituent Instruments and resolutions of its Board of Directors approving this Agreement and the Transactions are all true, complete and correct and remain in full force and effect.

                         (i)      Good Standing Certificate. Dragon Acquisition shall have delivered to Leewell a certificate of good standing of Dragon Acquisition dated within five (5) business days of Closing.

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                         (j)      Resignations and Appointments. Dragon Acquisition shall have delivered to Leewell (i) a letter of resignation from David Richardson resigning from his position as a director of Dragon Acquisition, effective upon the Closing; (ii) a letter of resignation from Joseph Rozelle resigning from all offices he holds with Dragon Acquisition effective upon the Closing and from his position as a director of Dragon Acquisition that will automatically become effective upon the tenth (10^th) day following the mailing of the 14f-1 Notice by Dragon Acquisition to its shareholders; (iii) evidence of the election of Antoine Cheng as a director and Chairman of Dragon Acquisition effective as of the Closing and of such other directors as may be designated by Leewell effective on the tenth (10^th) day following the mailing of the 14f-1 Notice; and (iv) evidence of the election of Weiqing Zhang as the Chief Executive Officer of Dragon Acquisition, Yang Chen as the Chief Financial Officer of Dragon Acquisition and such other officers as may be designated by Leewell, effective as of the Closing.

                         (k)      Payoff Letters and Releases. Dragon Acquisition shall have delivered to Leewell such pay-off letters and releases relating to liabilities of Dragon Acquisition as Leewell shall request, in form and substance satisfactory to Leewell.

                         (l)      Lien Searches. Dragon Acquisition shall have delivered to Leewell the results of UCC, judgment lien and tax lien searches with respect to Dragon Acquisition, the results of which indicate no liens on the assets of Dragon Acquisition.

                         (m)      Release. Dragon Acquisition shall have delivered to Leewell a duly executed release by the current directors and officers of Dragon Acquisition and Access America Fund, LP, Access America Investments, LLC and Nautilus Global Partners, LLC in favor of Dragon Acquisition, Leewell and Longhai, in form and substance satisfactory to Leewell.

                         (n)      Indemnification Agreement. Dragon Acquisition shall have delivered an indemnification agreement, executed by Access America Fund, LP for the benefit of Dragon Acquisition, Leewell and Longhai, in the form and substance satisfactory to Leewell.

                         (o)      Form 10-K. Dragon Acquisition shall have either filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2009 or shall have indemnified Dragon Acquisition’s new directors and officers following the Closing for signing and filing such report on behalf of Dragon Acquisition, such indemnification in form and substance satisfactory to Leewell.

                         (p)      Legal Opinion. Dragon Acquisition, Leewell and Longhai shall have received an opinion from Dragon Acquisition’s legal counsel confirming the legality of the restructuring being effected by Dragon Acquisition in connection with the Transactions and the enforceability of this Agreement and that is otherwise satisfactory to Dragon Acquisition, Leewell and Longhai.

                         (q)      Issuance of Shares. Dragon Acquisition shall have issued the Shares on its share registry. At or within 10 business days following the Closing, Dragon Acquisition shall deliver to Longhai a certificate representing its Shares.

                         (r)      Completion of Financing. The Financing shall have been completed or shall be completed simultaneously with the Closing.

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                         (s)      Termination of Administration Agreement. Dragon Acquisition shall have terminated (or provided notice to terminate) that certain Company Administration Agreement, dated November 20, 2006, between Dragon Acquisition and Mizzen Corporate Services Ltd.

                         (t)      No Governmental Prohibition. No order, statute, rule, regulation. executive order, injunction, stay, decree, judgment or restraining order shall have been enacted, entered, promulgated or enforced by any Governmental Entity which prohibits the consummation of the Transactions.

          5.2.        Leewell and Longhai Conditions Precedent. The obligations of Dragon Acquisition to enter into and complete the Closing is subject, at the option of Dragon Acquisition, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by Dragon Acquisition in writing.

                         (a)      Representations and Covenants. The representations and warranties of Longhai and Leewell contained in this Agreement shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. Longhai and Leewell shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by Longhai and Leewell on or prior to the Closing Date. Each of Leewell and Longhai shall have delivered to Dragon Acquisition a certificate, dated the Closing Date, to the foregoing effect.

                         (b)      Litigation. No action, suit or proceeding shall have been instituted before any court or governmental or regulatory body or instituted or threatened by any governmental or regulatory body to restrain, modify or prevent the carrying out of the Transactions or to seek damages or a discovery order in connection with such Transactions, or which has or may have, in the reasonable opinion of Dragon Acquisition, a materially adverse effect on the assets, properties, business, operations or condition (financial or otherwise) of Leewell.

                         (c)      Consents. All material consents, waivers, approvals, authorizations or orders required to be obtained, and all filings required to be made, by Longhai or Leewell for the authorization, execution and delivery of this Agreement and the consummation by them of the Transactions, shall have been obtained and made by Longhai or Leewell, except where the failure to receive such consents, waivers, approvals, authorizations or orders or to make such filings would not have a Leewell Material Adverse Effect.

                         (d)      No Material Adverse Change. There shall not have been any occurrence, event, incident, action, failure to act, or transaction since the date of the Leewell Financial Statements which has had or is reasonably likely to cause a Leewell Material Adverse Effect.

                         (e)      Post-Closing Capitalization. At, and immediately after, the Closing, the authorized capitalization, and the number of issued and outstanding shares of the capital stock of Dragon Acquisition, on a fully-diluted basis, as indicated on a schedule to be delivered by the Parties at or prior to the Closing, shall be acceptable to Dragon Acquisition.

                         (f)      Satisfactory Completion of Due Diligence. Dragon Acquisition shall have completed its legal, accounting and business due diligence of Leewell and Longhai and the results thereof shall be satisfactory to Dragon Acquisition in its sole and absolute discretion.

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                         (g)      Secretary’s Certificate. Leewell shall have delivered to Dragon Acquisition a certificate, signed by its Secretary (or authorized director or officer), certifying that the attached copies of the Leewell Constituent Instruments and resolutions of the Board of Directors of Leewell approving this Agreement and the Transactions are all true, complete and correct and remain in full force and effect.

                         (h)      Delivery of Audit Report and Financial Statements. Leewell shall have completed the Leewell Financial Statements and shall have received an audit report from an independent audit firm that is registered with the Public Company Accounting Oversight Board. The form and substance of the Leewell Financial Statements shall be satisfactory to Dragon Acquisition in its sole and absolute discretion.

                         (i)      Form 8-K. Leewell shall have provided Dragon Acquisition with reasonable assurances that Dragon Acquisition will be able to comply with its obligation to file a current report on Form 8-K within four (4) business days following the Closing containing the requisite financial statements of Leewell and the requisite Form 10-type disclosure regarding Leewell and its subsidiaries.

                         (j)      PRC Legal Opinion. Leewell, Longhai and Dragon Acquisition shall have received an opinion from Leewell’s legal counsel in the People’s Republic of China, confirming the legality under Chinese laws of the restructuring being effected by Leewell in connection with the Transactions and the enforceability of this Agreement and that is otherwise satisfactory to Leewell, Longhai and Dragon Acquisition.

                         (k)      Share Transfer Documents. Longhai shall have delivered to Dragon Acquisition certificate(s) representing its Leewell Stock, accompanied by an executed instrument of transfer and bought and sold note for transfer by Longhai of its Leewell Stock to Dragon Acquisition.

                         (l)      Completion of Financing. The Financing shall have been completed or shall be completed simultaneously with the Closing.

                         (m)      No Governmental Prohibition. No order, statute, rule, regulation. executive order, injunction, stay, decree, judgment or restraining order shall have been enacted, entered, promulgated or enforced by any Governmental Entity which prohibits the consummation of the Transactions.

ARTICLE VI
Covenants

          6.1.        Preparation of the 14f-1 Notice; Blue Sky Laws.

                         (a)      As soon as possible following the date of this Agreement, Leewell and Dragon Acquisition shall prepare and file with the SEC the 14f-1 Notice in connection with the consummation of this Agreement. Dragon Acquisition shall cause the 14f-1 Notice to be mailed to its shareholders as promptly as practicable thereafter.

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                         (b)      Dragon Acquisition shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under any applicable state securities laws in connection with the issuance of the Dragon Acquisition Stock in connection with this Agreement.

          6.2.        Public Announcements. Dragon Acquisition and Leewell will consult with each other before issuing, and provide each other the opportunity to review and comment upon, any press releases or other public statements with respect to this Agreement and the Transactions and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchanges.

          6.3.        Fees and Expenses. All fees and expenses incurred in connection with this Agreement shall be paid by the Party incurring such fees or expenses, whether or not this Agreement is consummated.

          6.4.        Continued Efforts. Each Party shall use commercially reasonable efforts to (a) take all action reasonably necessary to consummate the Transactions, and (b) take such steps and do such acts as may be necessary to keep all of its representations and warranties true and correct as of the Closing Date with the same effect as if the same had been made, and this Agreement had been dated, as of the Closing Date.

          6.5.        Exclusivity. Neither Dragon Acquisition nor Leewell shall (a) solicit, initiate, or encourage the submission of any proposal or offer from any person relating to the acquisition of any capital stock or other voting securities of Dragon Acquisition or Leewell (as applicable), or any assets of Dragon Acquisition or Leewell (as applicable) (including any acquisition structured as a merger, consolidation, share exchange or other business combination), (b) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person to do or seek any of the foregoing, or (c) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated hereby. Each shall notify the other immediately if any person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.

          6.6.        Filing of 8-K. Dragon Acquisition shall file, within four (4) business days of the Closing Date, a current report on Form 8-K and attach as exhibits all relevant agreements with the SEC disclosing the terms of this Agreement and other requisite disclosure regarding the Transactions and including the requisite audited consolidated financial statements of Leewell and the requisite Form 10 disclosure regarding Leewell and its subsidiaries. In addition, Dragon Acquisition shall issue a press release at a mutually agreeable time following the Closing Date.

          6.7.        Furnishing of Information. As long as Longhai owns the Shares, Dragon Acquisition covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by Dragon Acquisition after the date hereof pursuant to the Exchange Act. As long Longhai owns the Shares, if Dragon Acquisition is not required to file reports pursuant to such laws, it will prepare and furnish to Longhai and make publicly available in accordance with Rule 144(c) promulgated by the SEC pursuant to the Securities Act, such information as is required for Longhai to sell Shares under Rule 144. Dragon Acquisition further covenants that it will take such further action as any holder of the Shares may reasonably request, all to the extent required from time to time to enable such person to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144.

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          6.8.      Access. Each of Dragon Acquisition and Leewell shall permit representatives of each other to have full access to all premises, properties, personnel, books, records, contracts, and documents of or pertaining to such party.

          6.9.        Preservation of Business. From the date of this Agreement until the Closing Date, each of Leewell and Dragon Acquisition shall, except as otherwise permitted by the terms of this Agreement, operate only in the ordinary and usual course of business consistent with its past practices and shall use reasonable commercial efforts to (a) preserve intact its business organization, (b) preserve the good will and advantageous relationships with customers, suppliers, independent contractors, employees and other persons material to the operation of its business, and (c) not permit any action or omission that would cause any of its representations or warranties contained herein to become inaccurate or any of its covenants to be breached in any material respect.

          6.10.      Completion of Financing. Dragon Acquisition shall use commercially reasonable efforts to raise at least $15 million in an equity financing transaction on terms that are satisfactory to Leewell and Longhai (the “Financing”), which Financing shall be consummated simultaneously with the Closing.

ARTICLE VII
Miscellaneous

          7.1.        Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given upon receipt by the Parties at the following addresses (or at such other address for a Party as shall be specified by like notice):

If to Dragon Acquisition, to:

c/o Nautilus Global Partners
700 Gemini, Suite 100
Houston, TX 77056
Attention: Joseph Rozelle

If to Leewell, to:

Shandong Motorway Building
29 Miaoling Road
Qingdao 266000
People’s Republic of China
Attention: Antoine Cheng

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with a copy to:

Pillsbury Winthrop Shaw Pittman LLP
2300 N Street, N.W.
Washington, DC 20037-11228
Attention: Louis A. Bevilacqua, Esq.

If to Longhai, to:

Shandong Motorway Building
29 Miaoling Road
Qingdao 266000
People’s Republic of China
Attention: Antoine Cheng

If to the Shareholder, to:

Shandong Motorway Building
29 Miaoling Road
Qingdao 266000
People’s Republic of China
Attention: Antoine Cheng

          7.2.        Amendments; Waivers. No provision of this Agreement may be waived or amended except in a written instrument signed by Leewell, Dragon Acquisition, Longhai, and the Shareholder. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any Party to exercise any right hereunder in any manner impair the exercise of any such right.

          7.3.        Replacement of Securities. If any certificate or instrument evidencing any Shares is mutilated, lost, stolen or destroyed, Dragon Acquisition shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof, or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to Dragon Acquisition of such loss, theft or destruction and customary and reasonable indemnity, if requested. The applicants for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs associated with the issuance of such replacement Shares. If a replacement certificate or instrument evidencing any Shares is requested due to a mutilation thereof, Dragon Acquisition may require delivery of such mutilated certificate or instrument as a condition precedent to any issuance of a replacement.

          7.4.        Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of Longhai, Dragon Acquisition and Leewell will be entitled to specific performance under this Agreement. The Parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations described in the foregoing sentence and hereby agrees to waive in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.

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          7.5.        Limitation of Liability. Notwithstanding anything herein to the contrary, each of Dragon Acquisition, Leewell and the Shareholder acknowledges and agrees that the liability of Longhai arising directly or indirectly, under any Transaction Document of any and every nature whatsoever shall be satisfied solely out of the assets of Longhai, and that no trustee, officer, other investment vehicle or any other affiliate of Longhai or any investor, shareholder or holder of shares of beneficial interest of Longhai shall be personally liable for any liabilities of Longhai. Notwithstanding anything herein to the contrary, each of Dragon Acquisition, Leewell, and Longhai acknowledges and agrees that the liability of the Shareholder arising directly or indirectly, under any Transaction Document of any and every nature whatsoever shall be satisfied solely out of the assets of the Shareholder, and that no trustee, officer, other investment vehicle or any other affiliate of the Shareholder or any investor, shareholder or holder of shares of beneficial interest of the Shareholder shall be personally liable for any liabilities of the Shareholder.

          7.6.        Interpretation. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”.

          7.7.        Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the Transactions are fulfilled to the extent possible.

          7.8.        Counterparts; Facsimile Execution. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties. Facsimile execution and delivery of this Agreement is legal, valid and binding for all purposes.

          7.9.        Entire Agreement; Third Party Beneficiaries. This Agreement, taken together with the Leewell Disclosure Letter, (a) constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the Transactions and (b) are not intended to confer upon any person other than the Parties any rights or remedies.

          7.10.      Survival. The representations, warranties, and covenants of the respective Parties shall survive the Closing Date and the consummation of the Transactions for a period of eighteen (18) months.

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          7.11.      Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof, except to the extent the laws of the Cayman Islands are mandatorily applicable to the Transactions.

          7.12.      Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any of the Parties without the prior written consent of each of the other Parties. Any purported assignment without such consent shall be void. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and assigns.

[Signature Page Follows]

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          IN WITNESS WHEREOF, the parties hereto have caused this Share Exchange Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

	DRAGON ACQUISITION CORPORATION
By:	/s/ Joseph Rozelle
	Name: Joseph Rozelle
	Title: Director
	LEEWELL INVESTMENT GROUP LIMITED
By:	/s/ Antoine Cheng
	Name: Antoine Cheng
	Title: Director
	LONGHAI HOLDINGS COMPANY LIMITED
By:	/s/ Antoine Cheng
	Name: Antoine Cheng
	Title: Director
	ANTOINE CHENG
	/s/ Antoine Cheng

ANNEX A

Definitions

          “14f-1 Notice” means the notice that is required to be sent to the shareholders of Dragon Acquisition pursuant to Rule 14f-1 of the Exchange Act.

          “Action” means any action, suit, inquiry, notice of violation, proceeding (including any partial proceeding such as a deposition) or investigation pending or threatened in writing before or by any court, arbitrator, governmental or administrative agency, regulatory authority (federal, state, county, local or foreign), stock market, stock exchange or trading facility.

          “Agreement” has the meaning set forth in the Preamble of this Agreement.

          “Closing” has the meaning set forth in Section 1.2 of this Agreement.

          “Closing Date” has the meaning set forth in Section 1.2 of this Agreement.

          “Consent” means any material consent, approval, license, permit, order or authorization.

          “Contract” means any contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument.

          “Dragon Acquisition” has the meaning set forth in the Preamble of this Agreement.

          “Dragon Acquisition Constituent Instruments” means the certificate of incorporation and memorandum and articles of association of Dragon Acquisition and such other constituent instruments of Dragon Acquisition as may exist, each as amended to the date of this Agreement.

          “Dragon Acquisition Material Adverse Effect” has the meaning set forth in Section 4.1 of this Agreement.

          “Dragon Acquisition Stock” has the meaning set forth in the Background Section of this Agreement.

          “Exchange” has the meaning set forth in the Background Section of this Agreement.

          “Exchange Act” means the Securities Exchange Act of 1934, as amended.

          “Financing” has the meaning set forth in Section 6.10 of this Agreement.

          “Governmental Entity” means any federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign.

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          “Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China.

          “Intellectual Property Right” means any patent, patent right, trademark, trademark right, trade name, trade name right, service mark, service mark right, copyright and other proprietary intellectual property right and computer program.

          “Law” means any statute, law, ordinance, rule, regulation, order, writ, injunction, judgment, or decree. “Laws” means the plural of any of the foregoing.

          “Leewell” has the meaning set forth in the Preamble of this Agreement.

          “Leewell Constituent Instruments” means the certificate of incorporation and memorandum and articles of association of Leewell and such other constituent instruments of Leewell as may exist, each as amended to the date of this Agreement.

          “Leewell Disclosure Letter” means the letter delivered from Leewell to Dragon Acquisition concurrently herewith.

          “Leewell Financial Statements” has the meaning set forth in the Section 3.15 of this Agreement.

          “Leewell Material Adverse Effect” has the meaning set forth in Section 3.1 of this Agreement.

          “Leewell Stock” has the meaning set forth in the Background Section of this Agreement.

          “Lien” means any lien, security interest, pledge, equity and claim of any kind, voting trust, stockholder agreement and other encumbrance. “Liens” means the plural of any of the foregoing.

          “Longhai” has the meaning set forth in the Preamble of this Agreement.

          “Party” and “Parties” have the meanings set forth in the Preamble of this Agreement.

          “SEC” means the Securities and Exchange Commission.

          “SEC Reports” has the meaning set forth in Section 4.15 of this Agreement.

          “Securities Act” means the Securities Act of 1933, as amended.

          “Shares” has the meaning set forth in Section 1.1 of this Agreement.

          “Shareholder” has the meaning set forth in the Preamble of this Agreement.

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          “Taxes” means all forms of taxation, whenever created or imposed, and whether of the United States or elsewhere, and whether imposed by a local, municipal, governmental, state, foreign, federal or other Governmental Entity, or in connection with any agreement with respect to such forms of taxation, including all interest, penalties and additions imposed with respect to such amounts. “Tax” means the singular of any of the foregoing.

          “Tax Returns” means all federal, state, local, provincial and foreign Tax returns, declarations, statements, reports, schedules, forms and information returns and any amended Tax return relating to Taxes.

          “Transactions” has the meaning set forth in Section 1.2 of this Agreement.

          “Transaction Document” means any of this Agreement and any other documents or agreements executed in connection with the Transactions.

          “Voting Dragon Acquisition Debt” has the meaning set forth in Section 4.3 of this Agreement.

          “Voting Leewell Debt” has the meaning set forth in Section 3.3 of this Agreement.

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EX-4.1

Exhibit 4.1

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW. THIS WARRANT AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE PLEDGED, TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR DELIVERY OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH THE SECURITIES ACT OR UNLESS SOLD IN FULL COMPLIANCE WITH RULE 144 UNDER THE SECURITIES ACT.

Dragon Acquisition Corporation

Warrant for the Purchase of Ordinary Shares

No. 2010-[   ] __________ Shares

          FOR VALUE RECEIVED, Dragon Acquisition Corporation, a Cayman Islands company (the “Company”), hereby certifies that [________________], its designee or its permitted assigns, subject to the terms set forth below, is entitled to purchase from the Company, at any time or from time to time commencing on April 14, 2010 (the “Issuance Date”) and prior to 5:00 P.M., New York City time, on April 13, 2015 (the “Exercise Period”), [________________] fully paid and non-assessable ordinary shares, $0.002112 par value per share, of the Company for the Per Share Warrant Price (as defined below). Hereinafter, (i) said ordinary shares, $0.002112 par value per share, of the Company, are referred to as the “Ordinary Shares”; (ii) the Ordinary Shares (subject to adjustment as set forth herein) purchasable under the Warrant (as hereinafter defined) are referred to as the “Warrant Shares”; (iii) the aggregate purchase price payable for the Warrant Shares purchasable hereunder is referred to as the “Aggregate Warrant Price”; (iv) the price payable (initially $6.00 per share subject to adjustment as set forth herein) for each of the Warrant Shares hereunder is referred to as the “Per Share Warrant Price”; (v) this warrant and any warrant hereafter issued in exchange or substitution for this warrant hereunder is referred to as the “Warrant”; (vi) this Warrant, all other warrants issued under that Subscription Agreement (as defined below), and any warrant hereafter issued in exchange or substitution for this Warrant or such other warrants issued under that Subscription Agreement (as defined below) are referred to as the “Warrants”; and (vii) the holder or their permitted or registered assigns of this Warrant is referred to as the “Holder” and the holder of this Warrant and all other Warrants are referred to as the “Holders” and Holders of more than fifty percent (50%) of the Ordinary Shares then issuable upon exercise of then outstanding Warrants are referred to as the “Majority of the Holders”).

           This Warrant is one of the Warrants to purchase Ordinary Shares issued pursuant to a Subscription Agreement (the “Subscription Agreement”) between the Company and the Subscribers named therein in connection with a private placement by the Company of units (the “Units”), each Unit consisting of one (1) of the Company’s 6% Convertible Preference Shares, par value $0.002112 per share, and a Warrant to purchase one-half of one of the Ordinary Shares. By acceptance of this Warrant, the Holder agrees to comply with all applicable provisions of the Subscription Agreement. Defined terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Subscription Agreement.

1.	Exercise of Warrant.
	(a)	Except as set forth in Section 1(d) below, this Warrant may be exercised in whole at any time, or in part from time to time, by the Holder during the Exercise Period by the surrender of this Warrant (with the exercise notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), duly executed) at the address set forth in Section 14(a) hereof, together with payment in immediately available funds of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in part, with payment for the Warrant Shares made by certified or official bank check payable to the order of, or wire transfer of immediately available funds to, the Company. If this Warrant is exercised in part, this Warrant must be exercised for a number of whole shares of the Ordinary Shares and the Holder is entitled to receive a new Warrant covering the Warrant Shares that have not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares.

(b) In lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Warrant Price, the Holder may elect to exercise this Warrant by a cashless exercise (the “Cashless Exercise”) and shall receive the number of Ordinary Shares equal to an amount (as determined below) by surrendering this Warrant at the address set forth in Section 14(a) hereof together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of Ordinary Shares determined according to the following formula:

X = (A x (B – C))/B

For purposes of the foregoing formula:

          X=      the total number of Ordinary Shares to be issued to the Holder.

          A=      The number of Ordinary Shares with respect to which this Warrant is being exercised.

          B=      the Closing Sale Price (as defined in Section 2(a)) of the Ordinary Shares on the trading day immediately preceding the date of the Exercise Notice.

          C=      the Per Share Warrant Price then in effect at the time of such exercise.

(c)

Upon surrender of this Warrant in connection with the exercise of this Warrant pursuant to the terms hereof, the Company will (i) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Ordinary Shares to which the Holder shall be entitled upon such exercise and, if this Warrant is exercised in whole, no fractional Ordinary Shares are to be issued, but rather the number of Ordinary Shares to which the Holder shall be entitled, shall be rounded up to the nearest whole number, and (ii) deliver the other securities and properties receivable upon the exercise of this Warrant, or the proportionate part thereof, if this Warrant is exercised in part, pursuant to the provisions of this Warrant.

(d)

Notwithstanding anything herein to the contrary, in no event shall the Holder have the right or be required to exercise this Warrant to the extent, and only to the extent, that as a result of such exercise, the aggregate number of Ordinary Shares beneficially owned by the Holder, its affiliates and any “group” (as defined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended and the rules promulgated thereunder (the “Exchange Act”)) of which the Holder may be deemed to be a party (each, an “Affiliate” and collectively, the “Affiliates”) would exceed 9.99% of the outstanding Ordinary Shares (the “Beneficial Ownership Limitation”) immediately after giving effect to such exercise. For purposes of this Section, beneficial ownership shall be calculated in accordance with Sections 13(d) and Section 16(a) of the Exchange Act. The provisions of this Section 1(d) may be waived by a Holder as to itself (and solely as to itself) upon not less than sixty-five (65) days prior written notice to the Company. For purposes of this Warrant, in determining the number of outstanding Ordinary Shares, the Holder may rely upon the number of outstanding Ordinary Shares as reflected in the Company’s most recent annual or quarterly report on Form 10-K or Form 10-Q, respectively.

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(e) Upon exercise of this Warrant, the Company shall promptly (but in no event later than ten (10) business days after the date the Exercise Notice is delivered to the Company (the “Exercise Date”)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder (together with such other transfer documentation as may be reasonably requested by the Company) and in such name or names as the Holder may designate (provided that, if the Registration Statement (as defined in the Subscription Agreement) is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, unless the Registration Statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume restrictions pursuant to Rule 144(b) under the Securities Act. The Holder, or any person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date.

2.	Forced Exercise:
	(a)	At any time after (i) the Registration Statement(s) are declared effective and (ii) the Ordinary Shares are listed on a national exchange, the Company may exercise its right, at its option, to cause the Holders to exercise the Warrants in whole at the Per Share Warrant Price if for a period of at least 60 consecutive trading days (i) the Closing Sale Price of the Ordinary Shares equals or exceeds $10.00 per Ordinary Share for at least 60 consecutive trading days and (ii) average daily volume of the Ordinary Shares is at least 50,000 shares per day, provided, however, in no event shall the trading volume be lower than 30,000 shares on any trading day during such 60 consecutive trading day period. For the purposes of this Warrant, “Closing Sale Price” means the last closing trade price for the Ordinary Shares on a national exchange, as reported by Bloomberg, L.P. (“Bloomberg”), or, if the national exchange begins to operate on an extended hours basis and does not designate the closing trade price, then the last trade price of such Ordinary Shares prior to 4:00 p.m., New York Time, as reported by Bloomberg.
	(b)	To exercise the forced exercise right described in Section 2(a), the Company must give notice by mail to the Holders, or cause DTC to send notice to its participants that own the Warrants, within one (1) business day following any date on which the conditions of the forced exercise described in Section 2(a) are met announcing the Company’s intention to exercise its right to cause the forced exercise of the Warrant. The forced exercise date will be a date selected by the Company (the “Forced Exercise Date”) and will be the earlier of (i) no more than five (5) days after the date of the notice described in this Section 2(b) is mailed to the Holders and (ii) the date that such notice is sent by DTC to its participants that own the Warrants.

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(c)

In addition to any information required by applicable law and regulation, the notice of a forced exercise described in Section 2(b) shall state, as appropriate: (i) the Forced Exercise Date; (ii) the number of Ordinary Shares to be issued upon exercise of the Warrant; (iii) the Aggregate Warrant Price to be paid by each such Holder; and (iv) the place where the Warrants are to be surrendered for exercise.

(d)

Notwithstanding the foregoing, if the Company’s exercise of its forced exercise right would result in a Holder being the beneficial owner of more than such Holder’s Beneficial Ownership Limitation, then the Warrants held by such Holder shall not be exercised for Ordinary Shares pursuant to Section 2 on the Forced Exercise Date, but instead such Holder’s Warrants shall be exercised 60 days after the Forced Exercise Date provided that during the 60-day period from and after the Forced Exercise Date, all rights of such Holder with respect to the Warrants shall otherwise remain in full force and effect.

3.        Reservation of Warrant Shares; Listing. The Company agrees that, prior to the expiration of this Warrant, the Company shall at all times (a) have authorized and in reserve, and shall keep available, solely for issuance and delivery upon the exercise of this Warrant, one hundred (100%) percent of the Ordinary Shares issuble, from time to time, upon the exercise of this Warrant, free and clear of all restrictions on sale or transfer, other than under Federal or state securities laws, and free and clear of all preemptive rights and rights of first refusal and (b) if the Company hereafter lists its Ordinary Shares on any national securities exchange, including NASDAQ, use its commercially reasonable efforts to keep the Warrant Shares authorized for listing on such exchange upon notice of issuance. The Company covenants that all Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Per Share Warrant Price in accordance with the terms hereof, be duly authorized, validly issued, fully paid and nonassessable, free from all taxes, liens and charges in respect of the issue thereof. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates, to execute and issue the necessary certificates for the Warrant Shares upon the exercise of the purchase rights under this Warrant by the Holder. The Company will take all such action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the OTC Bulletin Board, exchange, trading market of other inter-dealer electronic quotation system upon which the Ordinary Shares may be listed.

4.        Certain Adjustments.

(a) Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise make a distribution or distributions on the Ordinary Shares or any other equity or equity equivalent securities payable in Ordinary Shares (which, for avoidance of doubt, shall not include any Ordinary Shares issued by the Company upon exercise of this Warrant) (“Ordinary Shares Equivalents”), (ii) subdivides outstanding Ordinary Shares into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding Ordinary Shares into a smaller number of shares, or (iv) issues by reclassification of the Ordinary Shares of the Company, then in each case the Per Share Warrant Price shall be multiplied by a fraction the numerator of which shall be the number of Ordinary Shares (excluding treasury shares, if any) outstanding immediately before such event and the denominator of which shall be the number of Ordinary Shares outstanding immediately after such event and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted. Any adjustment made pursuant to this Section 4(a) shall become effective at the close of business on the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective at the close of business on the effective date in the case of a subdivision, combination or re-classification. The number of Ordinary Shares that the Holder shall thereafter, on the exercise hereof as provided in Section 1, be entitled to receive shall be adjusted to a number determined by multiplying the number of Ordinary Shares that would otherwise (but for the provisions of this Section 4(a)) be issuable on such exercise by a fraction of which (a) the numerator is the Per Share Exercise Price that would otherwise (but for the provisions of this Section 4(a)) be in effect, and (b) the denominator is the Per Share Exercise Price in effect on the date of such exercise (taking into account the provisions of this Section 4(a)).

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(b) In case of any capital reorganization or reclassification, or any consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or in case of any sale or conveyance to another entity of all or substantially all of the assets of the Company, or in the case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Company but excluding any exchange of securities or merger with another corporation in which the Company is a continuing corporation and that does not result in any reclassification of or similar change in the Ordinary Shares) (each such event, a “Reorganization”), the Holder, upon the exercise hereof at any time thereafter shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise hereof prior to such Reorganization, the stock or other securities or property to which such Holder would have been entitled upon such consummation if such Holder had exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in Section 4(a) or 4(b); and in each such case, the terms of this Section 4 shall be applicable to the shares of stock or other securities properly receivable upon the exercise of this Warrant after such Reorganization. The Company shall require the issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant to be responsible for all of the agreements and obligations of the Company hereunder. Notice of any such Reorganization and of said provisions so proposed to be made, shall be mailed to the Holder not less than ten (10) days prior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. Upon any Reorganization (and any dissolution following any Reorganization) referred to in this Section 4, this Warrant shall continue in full force and effect and the terms hereof shall be applicable to the shares of stock and other securities and property receivable on the exercise of this Warrant after the consummation of such Reorganization or the effective date of dissolution following any such Reorganization, as the case may be, and shall be binding upon the issuer of any such stock or other securities, including, in the case of any such Reorganization, the person acquiring all or substantially all of the properties or assets of the Company, whether or not such person shall have expressly assumed the terms of this Warrant as provided in this Section 4(b). In the event this Warrant does not continue in full force and effect after the consummation of the transactions described in this Section 4(b), then the Company’s securities and property (including cash, where applicable) receivable by the Holder will be delivered to the Holder.

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(c)	No adjustment in the Per Share Warrant Price shall be required unless such adjustment would require an increase or decrease of at least $0.01 per Ordinary Share; provided, however, that any adjustments which by reason of this Section 4(c) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; provided, further, however, that adjustments shall be required and made in accordance with the provisions of this Section 4(other than this Section 4(c)) not later than such time as may be required in order to preserve the tax-free nature of a distribution, if any, to the Holder of this Warrant or Ordinary Shares issuable upon the exercise hereof. All calculations under this Section 4 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be. Anything in this Section 4 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the Per Share Warrant Price, in addition to those required by this Section 4, as it in its discretion shall deem to be advisable in order that any stock dividend, subdivision of shares or distribution of rights to purchase stock or securities convertible or exchangeable for stock hereafter made by the Company to its stockholders shall not be taxable. Anything in this Section 4 to the contrary notwithstanding, no adjustment made pursuant to any provision of this Section 4 shall have the net effect of increasing the Per Share Warrant Price in relation to the split adjusted and distribution adjusted price of the Ordinary Shares issuable upon exercise.
(d)	Whenever the Per Share Warrant Price or the number of Warrant Shares is adjusted as provided in this Section 4 and upon any modification of the rights of the Holder in accordance with this Section 4, the Company shall promptly prepare a brief statement of the facts requiring such adjustment or modification and the manner of computing the same and cause copies of such certificate to be mailed to the Holder. The Company may, but shall not be obligated to unless requested by a Majority of the Holders, obtain, at its expense, a certificate of a firm of independent public accountants of recognized standing selected by the Board of Directors (who may be the regular auditors of the Company) setting forth the Per Share Warrant Price and the number of Warrant Shares in effect after such adjustment or the effect of such modification, a brief statement of the facts requiring such adjustment or modification and the manner of computing the same and cause copies of such certificate to be mailed to the Holders.
(e)	If the Board of Directors of the Company shall declare any dividend or other distribution with respect to the Ordinary Shares other than a cash distribution out of earned surplus, the Company shall mail notice thereof to the Holder not less than ten (10) days prior to the record date fixed for determining stockholders entitled to participate in such dividend or other distribution.
(f)	If, as a result of an adjustment made pursuant to this Section 4, the Holder thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or Ordinary Shares and other capital stock of the Company, the Board of Directors (whose determination shall be conclusive and shall be described in a written notice to the Holder promptly after such adjustment) shall determine, in good faith, the allocation of the adjusted Per Share Warrant Price between or among shares or such classes of capital stock or Ordinary Shares and other capital stock.
(g)	In case any event shall occur as to which the other provisions of this Section 4 are not strictly applicable but as to which the failure to make any adjustment would not fairly protect the purchase rights represented by this Warrant in accordance with the essential intent and principles of the adjustments set forth in this Section 4 then, in each such case, the Board of Directors of the Company shall in good faith determine the adjustment, if any, on a basis consistent with the essential intent and principles established herein, necessary to preserve the purchase rights represented by the Warrant. Upon such determination, the Company will promptly mail a copy thereof to the Holder and shall make the adjustments described therein.

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5.        Fully Paid Stock; Taxes. The Ordinary Shares represented by each and every certificate for Warrant Shares delivered on the exercise of this Warrant shall, subject to compliance by the Holder with the terms hereof, at the time of such delivery, be duly authorized, validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens and charges in respect of the issue thereof and not subject to preemptive rights or rights of first refusal imposed by any agreement to which the Company is a party, and the Company will take all such actions as may be necessary to assure that the par value, if any, per share of the Ordinary Shares is at all times equal to or less than the then Per Share Warrant Price. The Company shall pay, when due and payable, any and all Federal and state stamp, original issue or similar taxes which may be payable in respect of the issue of any Warrant Share or any certificate thereof to the extent required because of the issuance by the Company of such security.

6.        Registration Under Act. The Holder shall have the right to participate in the registration rights granted to purchasers of the Units (as defined in the Subscription Agreement) pursuant to Section VIII of the Subscription Agreement. By acceptance of this Warrant, the Holder agrees to comply with the provisions in Section VIII of the Subscription Agreement.

7.        Loss, etc., of Warrant. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant, and of indemnity reasonably satisfactory to the Company, if lost, stolen or destroyed, and upon surrender and cancellation of this Warrant, if mutilated, the Company shall execute and deliver to the Holder a new Warrant of like date, tenor and denomination.

8.        Assignment; Exchange of Warrant. Subject to compliance with any applicable securities laws and the conditions set forth in any restrictive legend appearing on the face hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company, together with a written assignment of this Warrant substantially in the form attached hereto as Exhibit B, duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. This Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

9.        Warrant Holder Not Stockholder. This Warrant does not confer upon the Holder any right to vote on or consent to or receive notice as a stockholder of the Company, as such, in respect of any matters whatsoever, nor any other rights or liabilities as a stockholder, prior to the exercise hereof; this Warrant does, however, require certain notices to the Holder as set forth herein.

10.      Warrant Agent. The Company may, by written notice to the Holder, appoint an agent for the purpose of issuing Ordinary Shares (or Other Securities) on the exercise of this Warrant pursuant to Section 1, and replacing this Warrant pursuant to Section 7, or any of the foregoing, and thereafter any such issuance, exchange or replacement, as the case may be, shall be made at such office by such agent.

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11.      Transfer on the Company’s Books. Until this Warrant is transferred on the books of the Company, the Company may treat the registered Holder hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.

12.      No Rights as Shareholder Until Exercise. This Warrant does not entitle the Holder to any voting rights or other rights as a shareholder of the Company prior to the exercise hereof.

13.      Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday, Sunday or a legal holiday, then such action may be taken or such right may be exercised on the next succeeding day not a Saturday, Sunday or legal holiday.

14.      Communication. No notice or other communication under this Warrant shall be effective or deemed to have been given unless, the same is in writing and is mailed by first-class mail, postage prepaid, or via recognized overnight courier with confirmed receipt, addressed to:

(a) the Company at

	Dragon Acquisition Corporation
	Shandong Motorway Building
	29 Miaoling Road
	Qingdao 266000
	People’s Republic of China
With copies to:	Pillsbury Winthrop Shaw Pittman LLP
	2300 N Street NW
	Washington, D.C. 20037
	Facsimile: 202.663.8007
	Attn.: Louis A. Bevilacqua, Esq.

(b) the Holder at the address last furnished to the Company in writing by the Holder.

15.      Miscellaneous. This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the the Majority of the Holders. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. ANY ACTION BROUGHT CONCERNING THE TRANSACTIONS CONTEMPLATED BY THIS WARRANT SHALL BE BROUGHT ONLY IN THE STATE COURTS OF NEW YORK OR IN THE FEDERAL COURTS LOCATED IN THE STATE OF NEW YORK; PROVIDED, HOWEVER, THAT THE HOLDER MAY CHOOSE TO WAIVE THIS PROVISION AND BRING AN ACTION OUTSIDE THE STATE OF NEW YORK. The individuals executing this Warrant on behalf of the Company agree to submit to the jurisdiction of such courts and waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorneys’ fees and costs. In the event that any provision of this Warrant is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of this Warrant. The headings in this Warrant are for purposes of reference only, and shall not limit or otherwise affect any of the terms hereof. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision hereof. The Company acknowledges that legal counsel participated in the preparation of this Warrant and, therefore, stipulates that the rule of construction that ambiguities are to be resolved against the drafting party shall not be applied in the interpretation of this Warrant to favor any party against the other party.

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          IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by the undersigned duly authorized officer, this 14^th day of April, 2010.

DRAGON ACQUISITION CORPORATION

By: ______________________________________
Name: Yang Chen
Title: Chief Financial Officer

EXHIBIT A

FORM OF EXERCISE NOTICE

Dragon Acquisition Corporation

(To be executed by the Holder to exercise the right to
purchase Ordinary Shares under the foregoing Warrant)

The undersigned _______________, pursuant to the provisions of the within Warrant, hereby elects to purchase ________________ Ordinary Shares of Dragon Acquisition Corporation, a Cayman Islands corporation, covered by the within Warrant.

Dated:     _________________________________	Signature
	_________________________________
	Address
	_________________________________
	_________________________________

Number of Ordinary Shares beneficially owned or deemed beneficially owned by the Holder on the date of Exercise: ________________________

The undersigned is an “accredited investor” as defined in Regulation D under the Securities Act of 1933, as amended.

The undersigned intends that payment of the Per Share Warrant Price shall be made as (check one):

Cash Exercise _______

Cashless Exercise _______

If the Holder has elected a Cash Exercise, the Holder shall pay the sum of $________ by certified or official bank check (or via wire transfer) to the Issuer in accordance with the terms of the Warrant.

If the Holder has elected a Cashless Exercise, a certificate shall be issued to the Holder for the number of shares equal to the whole number portion of the product of the calculation set forth below, which is ___________. The Issuer shall pay a cash adjustment in respect of the fractional portion of the product of the calculation set forth below in an amount equal to the product of the fractional portion of such product and the Per Share Market Value on the date of exercise, which product is ____________.

X = (A x (B – C))/B

Where:

The number of Ordinary Shares to be issued to the Holder __________________ (“X”).

The number of Ordinary Shares with respect to which this Warrant is being exercised ___________________________(“A”).

The Closing Sale Price of the Ordinary Shares on the trading day immediately preceding the date of the Exercise Notice _______________________(“B”).

The Per Share Warrant Price ______________(“C”).

EXHIBIT B

ASSIGNMENT

          FOR VALUE RECEIVED _______________ (“Assignor”) hereby sells, assigns and transfers unto ____________________ (“Transferee”) the foregoing Warrant and all rights evidenced thereby, and does irrevocably constitute and appoint _____________________, attorney, to transfer said Warrant on the books of Dragon Acquisition Corporation. By acceptance of the foregoing Warrant, Transferee shall become a Holder under said Warrant and subject to the rights, obligations and representations of Holder set forth in said Warrant.

ASSIGNOR:
Dated:_______________________	Signature:____________________________
	Address:_____________________________
TRANSFEREE:
Dated:_______________________	Signature:____________________________
	Address:_____________________________

EX-10.1

Exhibit 10.1

SUBSCRIPTION AGREEMENT

          This Subscription Agreement (the “Agreement”) is made as of the date set forth on the signature page of this Agreement by and between Dragon Acquisition Corporation, a Cayman Islands company (“Dragon” or the “Company”), and the subscribers listed on the Schedule of Subscribers attached hereto attached as Annex A and identified on the signature pages hereto (each, a “Subscriber” and collectively, the “Subscribers”).

RECITALS:

          WHEREAS, Brean Murray, Carret & Co., LLC is acting as the exclusive placement agent (the “Placement Agent”), on a “best efforts” basis, in a private offering (the “Offering”) of units (each, a “Unit,” and collectively, the “Units”), each Unit consisting of one (1) of the Company’s 6% Convertible Preference Shares, par value $0.002112 per share (the “Preference Shares”), convertible into one (1) share of the Company’s ordinary shares, par value $0.002112 per share (the “Ordinary Shares”) at $4.00 per share, and one (1) warrant to purchase one-half of one of the Ordinary Shares (the “Warrant Shares”), at a per share exercise price of $6.00 (or two half-shares for $3.00 each) (the “Preference Shares,” “Warrants” and the “Ordinary Shares” are collectively referred to as the “Securities”). The designation, rights, preferences and other terms and provisions of the Preference Shares are set forth in the Terms of 6% Convertible Preference Shares attached hereto as Exhibit A (the “Preference Share Terms”);

          WHEREAS, the Company desires to offer and sell Units at a price of $4.00 per Unit (the “Purchase Price”) for aggregate gross proceeds of a minimum of $15,000,000, although the Company or the Placement Agent, in their sole discretion, may accept subscriptions of a lesser amount, and up to a maximum of $20,000,000. The Offering will be conducted in reliance upon the exemption provided by Regulation D and/or Regulation S promulgated under Section 4(2) of Securities Act of 1933, as amended (the “Securities Act”) and Section 4(2) of the Securities Act. The minimum investment per Subscriber is $50,000 or 12,500 Units, although the Company or the Placement Agent, in their sole discretion, may accept subscriptions of a lesser amount;

          WHEREAS, such Offering is in connection with the combination (the “Combination”) of the Company and Leewell Investment Group Limited, a Hong Kong company (“Leewell”). The closing of the Combination is conditioned upon all of the conditions of the Offering being met, and the Offering is conditioned upon the closing of the Combination (the “Closing”). Leewell owns 100% of the issued and outstanding capital stock of Qingdao Oumei Real Estate Development Co., Ltd (“Qingdao Oumei”), a company incorporated under the laws of the People’s Republic of China (“China” or the “PRC”). As a result of the Combination, Leewell will become a wholly-owned subsidiary of Dragon;

          WHEREAS, the Company desires to enter into this Agreement to issue and sell the Units and each Subscriber confirms his/her/its subscription for the purchase of that number of Units as is set forth on the signature page hereto on the terms and conditions set forth herein; and

          WHEREAS, the Company has retained the Placement Agent in connection with the sale of the Securities pursuant to this Agreement.

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AGREEMENT:

                      NOW, THEREFORE, in consideration of the promises and the mutual representations and covenants hereinafter set forth, the parties hereto do hereby agree as follows:

I.      SUBSCRIPTION OF UNITS

          1.1        Subject to the terms set forth herein, each Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company that number of Units as is set forth on the signature page hereto at the Purchase Price. The aggregate Purchase Price is payable by wire transfer of immediately available funds to:

Wachovia Bank NA
800 West Main Street
Freehold, New Jersey 07726
Account No.: 2000013292968
ABA No.: 031201467
Account: Anslow & Jaclin LLP Attorney Trust Account
Reference: Qingdao Oumei Financing
For International Wires: SWIFT Code PNBPUS33A

          1.2        The minimum purchase that may be made by any Subscriber shall be twelve thousand five hundred (12,500) Units, except that the Company or the Placement Agent, in their sole discretion, may accept subscriptions of a lesser amount. The Company or the Placement Agent reserves the right to reject any subscription made hereby, in whole or in part, in their sole discretion. The Company’s agreement with each Subscriber is a separate agreement and the sale of the Units to each Subscriber is a separate sale. Each Subscriber has hereby delivered and paid concurrently herewith the aggregate Purchase Price for the number of Units set forth on the signature page hereof in an amount required to purchase pay for such Unit(s), which amount has been paid in U.S. Dollars by wire transfer of immediately available U.S. dollar funds.

          1.3        Pending the sale of the Units, all funds paid hereunder shall be deposited by the Company in an escrow account (“Escrow Account”) with Anslow & Jaclin, LLP (the “Escrow Agent”) maintained at Wachovia Bank. The Offering period shall expire on the earliest to occur of (i) the date upon which subscriptions for all of the Units offered hereby have been accepted; (ii) April 15, 2010, unless extended by the Company, the Lead Investor and the Placement Agent without notice to the Subscribers to a date not later than April 30, 2010; or (iii) the date upon which the Company, the Lead Investor and the Placement Agent elect to terminate the Offering (the “Termination Date”). Each Subscriber acknowledges and understands that this subscription is being made on a “best efforts” basis. Each Subscriber hereby authorizes and directs the Company and the Placement Agent to direct the Escrow Agent to return any funds for unaccepted subscriptions to the same account from which the funds were drawn, without interest.

          1.4        The Closing shall occur at the offices of Pillsbury Winthrop Shaw Pittman, Washington, D.C., at 2300 N Street, NW, Washington, D.C. 20037-1122 on such date and at such time as the Company and the Placement Agent may agree upon; provided that all of the conditions set forth hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith.

          1.5        Access America Fund, LP (the “Lead Investor”) shall act as the lead investor and investor representative on behalf of all Subscribers.

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          1.6        Certificates evidencing the Securities purchased by each Subscriber pursuant to this Agreement will be prepared for delivery to each Subscriber promptly following the Closing. Each Subscriber hereby authorizes and directs the Company to deliver the certificates representing the Preference Shares and Warrants purchased by each Subscriber pursuant to this Agreement directly to each Subscriber’s account maintained by either Placement Agent, if any, or, if no such account exists, to the residential or business address indicated on the signature page hereto.

          Placement of the Units will be made by the Company who will remit certain compensation to the Placement Agent for introduction to investors and other services.

II.           REPRESENTATIONS BY SUBSCRIBER

          Each Subscriber agrees, represents and warrants to the Company and the Placement Agent, severally and solely with respect to itself and its purchase hereunder and not with respect to any of the other Subscribers, that:

          2.1        Organization and Qualification. If an entity, such Subscriber is duly incorporated, organized or otherwise formed, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, organized or otherwise formed.

          2.2        Authorization. If an entity: (a) such Subscriber has the requisite corporate or other requisite power and authority to enter into and to perform its obligations under this Agreement and to consummate the transactions contemplated hereby in accordance with the terms hereof; and (b) the execution, delivery and performance of this Agreement by such Subscriber and the consummation by it of the transactions contemplated hereby have been duly authorized by such Subscriber’s Board of Directors or other governing body and no further consent or authorization of the Subscriber, its Board of Directors or other governing body or its shareholders, members or other interest holders is required.

          2.3        Enforcement. This Agreement has been duly executed by such Subscriber and constitutes a legal, valid and binding obligation of such Subscriber enforceable against such Subscriber in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, liquidation, or moratorium or similar laws relating to or affecting the rights of creditors generally and the application of general principles of equity.

          2.4        Consents. Such Subscriber is not required to give any notice to, make any filing, application or registration with, obtain any authorization, consent, order or approval of or obtain any waiver from any person or entity in order to execute and deliver this Agreement or to consummate the transactions contemplated hereby, except for such notices, filings, applications, registrations, authorizations, consents, orders, approvals and waivers (if any) as have been obtained and the filing of a Form D with the Commission and other similar filings required by applicable state securities or “blue sky” laws and regulations in connection with offerings of securities under Rule 506 (“Rule 506”) promulgated under the Securities Act, if applicable.

          2.5        Noncontravention. Neither the execution and the delivery by such Subscriber of this Agreement, nor the consummation by such Subscriber of the transactions contemplated hereby, will (a) violate any law, rule, injunction, or judgment of any governmental agency or court to which such Subscriber is subject or any provision of its charter, bylaws, trust agreement, or other governing documents or (b) conflict with, result in a breach of, or constitute a default under, any agreement, contract, lease, license, instrument, or other arrangement to which such Subscriber is a party or by which such Subscriber is bound or to which any of its assets is subject. Further, such Subscriber represents and warrants that there are no actions, suits, proceedings or investigations pending against such Subscriber or such Subscriber’s assets before any court or governmental agency (nor, to such Subscriber’s knowledge, is there any threat thereof) which would impair in any way such Subscriber’s ability to enter into and fully perform such Subscriber’s commitments and obligations under this Agreement or the transactions contemplated hereby

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          2.6        Investment Purpose. Such Subscriber is purchasing the Unit(s) subscribed for hereby for its own account and investment purposes and not with a view to distribution or resale, nor with the intention of selling, transferring or otherwise disposing of all or any part thereof for any particular price, or at any particular time, or upon the happening of any particular event or circumstance, except selling, transferring, or disposing the Securities in full compliance with all applicable provisions of the Securities Act, the rules and regulations promulgated by the SEC thereunder, and applicable state securities laws; and that an investment in the Securities is not a liquid investment. Such Subscriber is acquiring the Securities hereunder in the ordinary course of business. Such Subscriber does not have any agreement or understanding, directly or indirectly, with any person to distribute any of the Securities.

          2.7        Accredited Subscriber Status. Unless the Subscriber makes the representations in Section 2.22, such Subscriber is an “accredited investor” as defined by Rule 501 of the Securities Act, and such Subscriber is capable of evaluating the merits and risks of such Subscriber’s investment in the Offering and has the ability and capacity to protect such Subscriber’s interests. Such Subscriber has delivered to the Company an Investor Questionnaire substantially in the form of Exhibit B attached hereto. Such Subscriber hereby represents and warrants that, either by reason of such Subscriber’s business or financial experience or the business or financial experience of such Subscriber’s advisors (including, but not limited to, a “purchaser representative” (as defined in Rule 501(h) promulgated under Regulation D), attorney and/or an accountant each as engaged by such Subscriber at its sole risk and expense) such Subscriber (a) has the capacity to protect its own interests in connection with the transaction contemplated hereby and/or (b) such Subscriber has prior investment experience, including investments in securities of privately-held companies or companies whose securities are not listed, registered, quoted and/or traded on a national securities exchange, including the Nasdaq Global Select Market, the Nasdaq Global Market, and the Nasdaq Capital Market; to the extent necessary, such Subscriber has retained, at its sole risk and expense, and relied upon appropriate professional advice regarding the investment, tax and legal merits and consequences of this Agreement and the purchase of the Units hereunder; if an entity, such Subscriber was not formed for the sole purpose of purchasing the Units.

          2.8        Reliance on Exemptions. Such Subscriber agrees, acknowledges and understands that the Securities being sold as part of the Units in this Offering are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and applicable state securities or “blue sky” laws and that the Company and its counsel are relying upon the truth and accuracy of, and such Subscriber’s compliance with, the representations, warranties, covenants, agreements, acknowledgments and understandings of such Subscriber set forth herein in order to determine the availability of such exemptions and the eligibility of such Subscriber to acquire the Units.

          2.9        No General Solicitation. Such Subscriber (a) was contacted regarding the sale of the Units by the Company or the Placement Agent (or their authorized agents or representatives) with whom such Subscriber had a prior substantial pre-existing relationship and (b) no Units were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, such Subscriber did not receive any general solicitation or general advertising including, but not limited to, such Subscriber’s: (i) receipt or review of any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over the Internet, television or radio, whether closed circuit, or generally available; or (ii) attendance at any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising.

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          2.10      Information.

          Such Subscriber agrees, acknowledges and understands that such Subscriber and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company, and materials relating to the offer and sale of the Units that have been requested by such Subscriber or its advisors, if any, including, without limitation, a copy of the Form 8-K (the “Form 8-K”) that is being filed on or about the date hereof disclosing the Combination, the risk factors set forth therein, and all exhibits to the Form 8-K (collectively with this Agreement and the Warrant, the “Offering Documents”). Such Subscriber represents and warrants that such Subscriber and its advisors, if any, have been afforded the opportunity to ask questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Units and the merits and risks of investing in the Units. Such Subscriber agrees, acknowledges and understands that neither such inquiries nor any other due diligence investigation conducted by such Subscriber or any of its advisors or representatives modify, amend or affect such Subscriber’s right to rely on the Company’s representations and warranties contained herein.

          Such Subscriber agrees, acknowledges and understands that the Placement Agent has not supplied any information for inclusion in the Form 8-K other than information furnished in writing to the Company by the Placement Agent specifically for inclusion in the Form 8-K relating to the Placement Agent, that the Placement Agent has no responsibility for the accuracy or completeness of the Form 8-K and that such Subscriber has not relied upon the independent investigation or verification, if any, which may have been undertaken by the Placement Agent. Such Subscriber further represents and warrants that such Subscriber has not been furnished with any oral representation or oral information in connection with the Offering or the Securities that is not contained in, or is in any way contrary to or inconsistent with, the statements made in the Form 8-K and this Agreement.

          In determining whether to make this investment, such Subscriber has relied solely on (i) such Subscriber’s own knowledge and understanding of the Company and its business based upon such Subscriber’s own due diligence investigations and the information furnished pursuant to this paragraph, and (ii) the information described in subparagraph 2.12 below. Such Subscriber understands that no person has been authorized to give any information or to make any representations which were not contained in the Form 8-K and such Subscriber has not relied on any other representations or information.

          2.11      Acknowledgement of Risk. Such Subscriber agrees, acknowledges and understands that its investment in the Units involves a significant degree of risk, including, without limitation that: (a) the Company is a development stage business with limited operating history and requires substantial funds in addition to the proceeds from the sale of the Units; (b) an investment in the Company is highly speculative and only subscribers who can afford the loss of their entire investment should consider investing in the Company and the Units; (c) such Subscriber may not be able to liquidate its investment; (d) transferability of the Securities (including the underlying Ordinary Shares) is extremely limited; and (e) in the event of a disposition of the Securities (including the underlying Ordinary Shares), such Subscriber can sustain the loss of its entire investment. Such Subscriber agrees, acknowledges and understands that such risks are set forth in greater detail in the Form 8-K, and further that such Subscriber has carefully reviewed and considered the risk factors discussed in the “Risk Factors” section of the Form 8-K.

          2.12      Consultation with Advisors. Such Subscriber has carefully considered and has discussed with such Subscriber’s legal, tax, accounting and financial advisors, to the extent such Subscriber has deemed necessary, the suitability of this investment and the transactions contemplated by this Agreement for such Subscriber’s particular federal, state, local and foreign tax and financial situation and has independently determined that this investment and the transactions contemplated by this Agreement are a suitable investment for such Subscriber. Such Subscriber has relied solely on such advisors and not on any statements or representations of the Company, the Placement Agent or any of their respective agents. Such Subscriber understands that such Subscriber (and not the Company or the Placement Agent) shall be responsible for such Subscriber’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

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          2.13      Governmental Review. Such Subscriber agrees, acknowledges and understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Units or an investment therein.

          2.14      Transfer or Resale. Such Subscriber agrees, acknowledges and understands that:

                         (i)      the Securities have not been and, except as set forth herein, are not being registered under the Securities Act or any applicable state securities or “blue sky” laws. Consequently, such Subscriber may have to bear the risk of holding the Securities for an indefinite period of time because the Securities may not be transferred unless: (i) the resale of the Securities is registered pursuant to an effective registration statement under the Securities Act; (ii) such Subscriber has delivered to the Company an opinion of counsel reasonably acceptable to the Company and its counsel (in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (iii) the Securities are sold or transferred pursuant to Rule 144 promulgated under the Securities Act (“Rule 144”);

                         (ii)      it is familiar with Rule 144 and that any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the Commission promulgated thereunder; and

                         (iii)      except as set forth herein, neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state securities or “blue sky” laws or to comply with the terms and conditions of any exemption thereunder.

          2.15      Legends. Such Subscriber agrees, acknowledges and understands that the certificates representing the Securities (the “Restricted Securities”) will bear restrictive legends in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such Restricted Securities).

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES OR “BLUE SKY” LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS, OR UNLESS REOFFERED, SOLD, TRANSFERRED, PLEDGED, ASSIGNED OR OTHERWISE DISPOSED OF PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS.

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          Such Subscriber agrees, acknowledges and understands that the Company will make a notation in the appropriate records with respect to the foregoing restrictions on the transferability of the Restricted Securities. Certificates evidencing the Restricted Securities shall not be required to contain such legend or any other legend (a) following any sale of the Restricted Securities pursuant to Rule 144, or (b) if the Restricted Securities are eligible for sale under Rule 144 or have been sold pursuant to a registration statement and in compliance with the Subscriber’s obligations set forth in this Agreement, or (c) such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the Staff of the Commission), in each such case (a) through (c) to the extent reasonably determined by the Company’s legal counsel.

          2.16      Residency. Such Subscriber is a resident of the jurisdiction set forth immediately below such Subscriber’s name on the signature pages hereto.

          2.17      Acknowledgements Regarding Placement Agent.

          Such Subscriber agrees, acknowledges and understands that the Placement Agent is acting as placement agent for the Units being offered hereby and will be compensated by the Company for acting in such capacity, including, but not limited to: (i) a commission equal to 7% of the aggregate gross proceeds of the Units sold in this Offering to the Placement Agent; (ii) warrants to purchase a number of the Company’s Ordinary Shares equal to 5% of the number of Ordinary Shares underlying the Preference Shares sold in this Offering, exercisable at any time at a price equal to $5.00 per share (“Agent Warrants”) to the Placement Agent or its designees; and (iii) indemnification of the Placement Agent against certain liabilities, including liabilities under the Securities Act. Such Subscriber further agrees, acknowledges and understands that the Placement Agent have acted solely as agents of the Company in connection with the Offering, that the information and data provided to the Subscriber in connection with the transactions contemplated hereby have not been subjected to independent verification by the Placement Agent and that the Placement Agent make no representation or warranty with respect to the accuracy or completeness of such information, data or other related disclosure material. Such Subscriber further agrees and acknowledges that in making its decision to enter into this Agreement and purchase the Units, it has relied on its own examination of the Company and the terms and consequences of holding the Units and has not relied on the advice of any other Subscriber’s business and/or legal counsel. Such Subscriber further agrees, acknowledges and understands that the provisions of this section are for the benefit of, and may be enforced by, the Placement Agent as well as the Company.

          Such Subscriber agrees, acknowledges and understands that the Placement Agent may engage other persons, selected by it in the Placement Agent’s discretion, who are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”), formerly the National Association of Securities Dealers, Inc., or who are located outside the United States, to assist the Placement Agent in connection with this Offering and that the Placement Agent shall be responsible for the compensation of any selected dealer so engaged.

          2.18      Not a Registered Representative. Such Subscriber agrees, acknowledges and understands that if it is a Registered Representative of a FINRA member firm, he or she must give such firm the notice required by FINRA’s Rules of Fair Practice, receipt of which must be acknowledged by such firm in the Investor Questionnaire attached hereto as Exhibit B.

          2.19      No Brokers. Such Subscriber has not engaged, consented to or authorized any broker, finder or intermediary to act on its behalf, directly or indirectly, as a broker, finder or intermediary in connection with the transactions contemplated by this Agreement. Such Subscriber hereby agrees to indemnify and hold harmless the Company and the Placement Agent from and against all fees, commissions or other payments owing to any such person or firm acting on behalf of such Subscriber hereunder.

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          2.20      Reliance on Representations. Such Subscriber agrees, acknowledges and understands that the Company and its counsel, as well as the Placement Agent and their counsel, are entitled to rely on the representations, warranties and covenants made by such Subscriber herein. Such Subscriber further represents and warrants that this Subscription Agreement and the Investor Questionnaire accompanying this Subscription Agreement do not contain any untrue statement or a material fact or omit any material fact concerning Subscriber.

          2.21      No Representations by Placement Agent. Such Subscriber acknowledges that the Placement Agent (including any of their members, managers, employees, agents or representatives) have not made any representations or warranties to such Subscriber concerning the Company and its subsidiaries and their respective businesses, condition (financial or otherwise) or prospects.

          2.22      Additional Representations and Warranties of Non-United States Persons. As an alternative to the representations contained in Section 2.7 hereof, such Subscriber represents:

                         (i)      At the time such Subscriber was offered the Securities, it was not, and at the date hereof, such Subscriber is not a “U.S. Person” which is defined below:

(A)	Any natural person resident in the United States;
(B)	Any partnership or corporation organized or incorporated under the laws of the United States;
(C)	Any estate of which any executor or administrator is a U.S. person;
(D)	Any trust of which any trustee is a U.S. person;
(E)	Any agency or branch of a foreign entity located in the United States;
(F)	Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;
(G)	Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and
(H)	Any partnership or corporation if (i) organized or incorporated under the laws of any foreign jurisdiction and (ii) formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) of Regulation D promulgated under the Securities Act) who are not natural persons, estates or trusts.

 “United States” or “U.S.” means the United States of America, its territories and possessions, any State of the United States, and the District of Columbia.

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                         (iii)      Such Subscriber understands that no action has been or will be taken in any jurisdiction by the Company that would permit a public offering of the Securities in any country or jurisdiction where action for that purpose is required.

                         (iv)      Such Subscriber (i) as of the execution date of this Agreement is not located within the United States, and (ii) is not purchasing the Securities for the account or benefit of any U.S. person except in accordance with one or more available exemptions from the registration requirements of the Securities Act or in a transaction not subject thereto.

                         (v)      Such Subscriber will not resell the Securities except in accordance with the provisions of Regulation S (Rule 901 through 905 and Preliminary Notes thereto), pursuant to a registration under the Securities Act, or pursuant to an available exemption from registration; and agrees not to engage in hedging transactions with regard to such securities unless in compliance with the Securities Act.

                         (vi)      Such Subscriber will not engage in hedging transactions with regard to shares of the Company prior to the expiration of the distribution compliance period specified in Category 2 or 3 (paragraph (b)(2) or (b)(3)) in Rule 903 of Regulation S, as applicable, unless in compliance with the Securities Act; and as applicable, shall include statements to the effect that the securities have not been registered under the Securities Act and may not be offered or sold in the United States or to U.S. persons (other than distributors) unless the securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available.

                         (vii)      No form of “directed selling efforts” (as defined in Rule 902 of Regulation S under the Securities Act), general solicitation or general advertising in violation of the Securities Act has been or will be used nor will any offers by means of any directed selling efforts in the United States be made by such Subscriber or any of their representatives in connection with the offer and sale of the Shares.

          2.23      Short Sales and Confidentiality. Other than the transaction contemplated hereunder, such Subscriber has not directly or indirectly, nor has any person acting on behalf of or pursuant to any understanding with such Subscriber, executed any transaction, including short sales (but not including the location and/or reservation of borrowable ordinary shares), in the securities of the Company during the period commencing from the time that such Subscriber first received a term sheet from the Company or any other person setting forth the material terms of the transactions contemplated hereunder until the date that the transactions contemplated by this Agreement are first publicly disclosed. Such Subscriber covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company, such Subscriber will maintain the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Such Subscriber understands and acknowledges that the Commission currently takes the position that coverage of short sales of shares of the ordinary shares “against the box” prior to the effective date of the Registration Statement with the Securities is a violation of Section 5 of the 1933 Act, as set forth in Securities Act Sections Compliance and Disclosure Interpretations 239.10, dated November 26, 2008, published by the Division of Corporation Finance of the Securities and Exchange Commission. Notwithstanding the foregoing, such Subscriber hereby represents, warrants and covenants that it will not engage in short sales in the securities of the Company for a period of twenty four (24) months following the Closing of the Offering.

          2.24      No Distribution. Such Subscriber represents and warrants that such Subscriber has: (i) not distributed or reproduced any confidential information provided to such Subscriber by the Company, in whole or in part, at any time, without the prior written consent of the Company, (ii) kept confidential the existence of any and all confidential information made available in connection with such Subscriber’s investigation of the Company and (iii) refrained and shall refrain from trading in the publicly-traded securities of the Company for so long as such recipient has been in possession of any material non-public information.

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III.        REPRESENTATIONS BY THE COMPANY

          The Company hereby represents and warrants to each Subscriber and the Placement Agent as follows, with the intention and understanding, as to matters pertaining to the Company, that such representations and warranties are made as of the Closing and assuming that the Combination shall have been consummated immediately prior to the Closing:

          3.1        Organization and Qualification.

          The Company is duly incorporated, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted. The Company is duly qualified to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified or in good standing would not have a material adverse effect on (a) the business, operations assets or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or (b) the ability of the Company or any Subsidiary to perform its obligations pursuant to the transactions contemplated by this Agreement or under any instruments to be entered into or filed in connection herewith (collectively, a “Material Adverse Effect”).

          Each Subsidiary has been duly organized, is validly existing and in good standing under the laws of the jurisdiction of its organization, has the power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted. Each Subsidiary is duly qualified to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. All of the issued and outstanding capital stock of each Subsidiary is owned, directly or indirectly, by the Company, in each case, free and clear of any liens, and has been duly authorized and validly issued, and is non-assessable. Except for the Subsidiaries, the Company does not presently own or control, directly or indirectly, any interest in any other subsidiary, corporation, association or other business entity.

          3.2        Authorization; Enforcement. (a) The Company has the requisite corporate power and authority to enter into and to perform its obligations under this Agreement, to consummate the transactions contemplated hereby and to issue the Units in accordance with the terms hereof; (b) the execution, delivery and performance of this Agreement by the Company and the consummation by it of the transactions contemplated hereby (including without limitation the issuance of the Preference Shares and Warrants) have been duly authorized by the Company’s Board of Directors (the “Board”) and no further consent or authorization of the Company, its Board or its shareholders is required that has not or will not be obtained prior to the Closing; (c) this Agreement has been duly executed by the Company; and (d) this Agreement constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization or moratorium or similar laws affecting the rights of creditors generally and the application of general principles of equity.

          3.3        Capitalization. The authorized capital stock of Company consists of 100,000,000 ordinary shares of $0.002112 par value each and 20,000,000 preference shares of $0.002112 par value each. As of the date hereof (a) 31,000,062 ordinary shares (including ordinary shares issued in connection with the Combination) are issued and outstanding, (b) no preference shares are issued and outstanding, and (c) no ordinary shares or preference shares are held by the Company in its treasury. There are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares or Preference Shares, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares or Preference Shares, or securities or rights convertible or exchangeable into Ordinary Shares or preferred shares. The issue and sale of the Units, Preference Shares, Warrants and underlying Ordinary Shares of the Warrants will not, immediately or with the passage of time, obligate the Company to issue any securities to any Person (other than the Investors) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities.

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          3.4        Issuance of Units. The Units, Preference Shares, Warrants and the underlying Ordinary Shares purchased under this Agreement are duly authorized and, upon issuance in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, free and clear from all taxes, liens, claims, encumbrances and charges with respect to the issue thereof, will not be subject to preemptive rights or other similar rights of stockholders of the Company, and will not impose personal liability on the holders thereof. The Preference Shares and the underlying Ordinary Shares, when issued in accordance with the Warrants, and upon receipt by the Company of the consideration set forth therein, shall have been duly authorized, validly issued, fully paid and non-assessable, free and clear from all taxes, liens, claims, encumbrances and charges with respect to the issue thereof, will not be subject to preemptive rights or other similar rights of stockholders of the Company, and will not impose personal liability on the holders thereof. The Preference Shares when paid for or issued shall be entitled to the rights and preferences set forth in the Preference Share Terms. The Company will, at all times while the Preference Shares and Warrants are outstanding, maintain an adequate reserve of duly authorized Ordinary Shares equal to the number of Ordinary Shares issuable upon the exercise in full of the Warrants.

          3.5        No Conflicts; No Violation.

          The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Units and the securities underlying the Units) will not: (i) conflict with or result in a violation of any provision of its Memorandum and Articles of Association or the certificate of incorporation, by-laws or other organizational documents of any Subsidiary; (ii) violate or conflict with, result in a breach of any provision of, constitute a default (or an event which with notice or lapse of time, or both, could become a default) under or give to others any rights of termination, amendment, acceleration or cancellation of any material agreement, indenture, patent, patent license or instrument to which the Company or any Subsidiary is a party; or (iii) result in a material violation of any law, rule, regulation, order, judgment or decree (including United States federal and state securities or “blue sky” laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected (except for such conflicts, breaches, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect).

          Except as specifically contemplated by this Agreement and as required under the Securities Act and any applicable state securities or “blue sky” laws or any listing agreement with any securities exchange or automated quotation system, neither the Company nor any Subsidiary is required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self regulatory agency in order for it to execute, deliver or perform any of the Company’s obligations under this Agreement in accordance with the terms hereof, or to issue and sell the Units in accordance with the terms hereof. All consents, authorizations, orders, filings and registrations which the Company or any Subsidiary is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof.

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          3.6        Absence of Certain Changes. Since December 25, 2009 there has been no material adverse change in the assets, liabilities, business, properties, operations, financial condition, prospects or results of operations of the Company or any Subsidiary.

          3.7        Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened, against or affecting the Company or any Subsidiary or any of their respective officers or directors acting as such that could, individually or in the aggregate, have a Material Adverse Effect.

          3.8        Tax Status. The Company has timely made or filed all federal, state and foreign income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the Company or such Subsidiary has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes) and has timely paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith, and has set aside on its books provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. To the knowledge of the Company, there are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such claim. The Company has not executed a waiver with respect to the statute of limitations relating to the assessment or collection of any foreign, federal, state or local tax. To the Company’s knowledge, none of the Company’s tax returns are presently being audited by any taxing authority.

          3.9        No Brokers. Neither the Company nor any Subsidiary has taken any action which would give rise to any claim by any person for brokerage commissions, finder’s fees or similar payments relating to this Agreement or the transactions contemplated hereby, except for dealings with the Placement Agent, whose commissions and fees will be paid by the Company.

          3.10      Investment Company Status. Neither the Company nor any Subsidiary is, and upon consummation of the sale of the Units will not be, an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

          3.11      Placement Agent. The Company has engaged, consented to and authorized the Placement Agent to act as agent of the Company in connection with the transactions contemplated by this Agreement. The Company will pay the Placement Agent a commission in the form of both cash and the Agent Warrants in connection with the Offering as described in the Form 8-K, and the Company agrees to indemnify the Placement Agent against certain liabilities, including liabilities under the Securities Act.

          3.12      Financial Statements. The financial statements of Leewell and its operating subsidiaries in the form delivered to the Subscribers (the “Subsidiary Financial Statements”) fairly present in all material respects the financial condition and position of Leewell and its operating subsidiaries at the dates and for the periods indicated; and have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) consistently applied throughout the periods covered thereby, except as may be otherwise specified in such Subsidiary Financial Statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of Leewell and its operating subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. Since the date of the most recent balance sheet included as part of the Subsidiary Financial Statements, there has not been: (a) any change in the assets, liabilities, financial condition or operations of Leewell and its operating subsidiaries from that reflected in the Subsidiary Financial Statements, other than changes in the ordinary course of business, including ongoing losses, none of which individually or in the aggregate would reasonably be expected to have a Material Adverse Effect; or (b) any other event or condition of any character that, either individually or cumulatively, would reasonably be expected to have a Material Adverse Effect, except for the expenses incurred in connection with the transactions contemplated by this Agreement.

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          3.13      Disclosure. This Agreement, the schedules and exhibits hereto and all other documents delivered to the Subscribers in connection herewith at the Closing, do not contain any untrue statement of a material fact, or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no facts that, individually or in the aggregate, would have a Material Adverse Effect that have not been disclosed in the Offering Documents (including the schedules and exhibits thereto) or any other documents delivered to the Subscribers in connection herewith or therewith at the Closing.

          3.14      Securities Law Exemption. Assuming the truth and accuracy of each Subscriber’s representations and warranties in this Agreement and the truth and accuracy of each of the other Subscribers’ representations and warranties set forth in the subscription agreements executed by such other Subscribers, the offer, sale and issuance of the Securities as contemplated by this Agreement and the other subscription agreements are exempt from the registration requirements of the Act and applicable state securities laws, and neither the Company nor any authorized agent acting on its behalf has taken or will take any action hereafter that would cause the loss of such exemption.

          3.15      No Integrated Offering. Neither the Company nor any of its respective affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the Securities Act. The issuance of the Units and the securities underlying the Units will not be integrated with any past issuance of the Company’s securities for purposes of the Securities Act. Except as disclosed in the Form 8-K, the Company has not sold or issued any Ordinary Shares, preferred shares, convertible notes or warrants during the past six months, including sales pursuant to Rule 144A, Regulation D or Regulation S under the Act, other than shares issued pursuant to employee benefit plans, if any.

          3.16      Books and Records. The books, records and accounts of each of the Company and its Subsidiaries accurately and fairly reflect, in reasonable detail, the transactions in, and dispositions of, the assets of, and the results of operations of, the Company and its Subsidiaries, all to the extent required by generally accepted accounting principles.

          3.17      No Restriction on Ability to Pay Dividends. The Company is not party to any contract, agreement, arrangement or other understanding, oral or written, express or implied, and is not subject to any provision in its Memorandum and Articles of Association or other governing documents or resolutions of the Board of Directors, that could restrict, limit, prohibit or prevent the Company’s ability to pay dividends on the Preference Shares in the manner and amounts contemplated by the Preference Share Terms.

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IV.         TERMS OF SUBSCRIPTION

          4.1        The minimum subscription by any single Subscriber shall be $50,000.00; provided that the Company or the Placement Agent reserves the right to accept, in their sole discretion, subscriptions for a lesser amount of Securities. The Offering shall terminate at the earlier of (i) the date upon which subscriptions for all of the Units offered hereby have been accepted; (ii) April 15, 2010, unless extended by the Company, the Lead Investor, and the Placement Agent without notice to investors to a date not later than April 30, 2010; or (iii) the date upon which the Company, the Lead Investor and the Placement Agent elect to terminate the Offering. Subject to the satisfaction of the conditions of the obligations of the Company and each Subscriber set forth herein the Closing shall occur upon receipt of a properly executed copy of this Agreement from each Subscriber and the purchase price for the Securities being purchased by each Subscriber. The date of the Closing is referred to herein as the “Closing Date.”

          4.2        Pending the Closing Date, all funds paid hereunder shall be deposited by the Company in escrow with the Escrow Agent.

          4.3        Each Subscriber hereby authorizes and directs the Company to deliver the Units to be issued to such Subscriber pursuant to this Agreement to the residential or business address indicated on the signature page hereto or to any customer account maintained with the Placement Agent.

          4.4        Each Subscriber hereby authorizes and directs the Company to return, without interest, any funds for unaccepted subscriptions (including any subscriptions that were not accepted as a result of the termination of the Offering) to the same account from which the funds were drawn, including any customer account maintained with the Placement Agent.

          4.5        The Company’s agreement with each Subscriber is a separate agreement and the sale of Units to each Subscriber is a separate sale.

V.          COVENANTS OF THE COMPANY AND SUBSCRIBER

          5.1      Form D; Blue Sky Laws. The Company shall timely file with the Commission, and the applicable states, a Notice of Sale of Units on Form D with respect to the Offering, as required under Regulation D.

          5.2      Lock-Up Agreements. The management of the Company shall be subject to the terms and provisions of certain lock-up agreements (the “Lockup Agreements”) in substantially the form attached as Exhibit C, which shall provide the manner in which certain shareholders, officers and directors of the Company may sell, transfer or dispose of their Ordinary Shares.

          5.3      Board of Directors. Subject to the terms and provisions of that certain Holdback Escrow Agreement by and among the Company, the Placement Agent, and the Lead Investor, in substantially the form attached as Exhibit D (the “Holdback Escrow Agreement”), as soon as possible, but no later than three (3) months after the Combination, the Company shall nominate a five (5) member Board of Directors, of which a majority of such Board shall be independent (as that term is defined for SEC purposes and NASDAQ rules and regulations) (the “New Board”) and take all actions, and obtain all authorizations, consents and approvals as are required to be obtained in order to effectuate the election of these nominees. Ten Percent (10%) of the Offering proceeds shall be held in escrow until the New Board is duly appointed, subject to the terms and provisions of the Holdback Escrow Agreement.

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          5.4        Chief Financial Officer. Subject to the terms and provisions of the Holdback Escrow Agreement, as soon as possible, but no later than three (3) months after the Combination, the Company shall employ a English-speaking Chief Financial Officer who shall have experience with financial reporting companies under Sarbanes-Oxley and other federal or state securities laws and shall also meet the approval and requirements of the Lead Investor. Such approval shall not be unreasonably withheld. Ten percent (10%) of the Offering proceeds shall be held in escrow until such Chief Financial Officer is duly appointed, subject to the terms and provisions of the Holdback Escrow Agreement.

          5.5        Investor Relations Firm. Subject to the terms and provisions of that certain Investor Relations Escrow Agreement by and among the Company, the Placement Agent, and the Lead Investor, in substantially the form attached as Exhibit E (the “Investor Relations Escrow Agreement”), the Company shall place a total of $120,000 in an escrow account with Collateral Agents, LLC to be allocated for Investor Relations activities (the “IR Holdback Amount”). The IR Holdback Amount shall be disbursed in accordance with the terms of the Investor Relations Escrow Agreement. The Lead Investor shall have the right to consent to any successor to the Company’s current investor relations firm, which consent it shall not unreasonably withhold.

          5.6        Filing the Exchange Application. The Company shall submit an application to list and trade its Ordinary Shares on a Senior Exchange at the earliest possible time but not later than the date which is thirty (30) days of the Registration Statement (as defined below in Section 8.1) being declared effective. “Senior Exchange” shall mean Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or any successor market thereto, NYSE Amex or any successor market thereto, or NYSE or any successor market thereto.

          5.7        Make Good Agreement. Pursuant to the terms of a make good and escrow agreement (the “Make Good Agreement”) attached hereto as Exhibit F, management has agreed to place a total of 7,500,000 insider shares of management’s Ordinary Shares (the “Escrow Shares”) in an escrow account maintained by Collateral Agents, LLC (the “Make Good Escrow Agent”) as security to ensure that the Company meets certain performance targets for the fiscal years ending 2010 and 2011. The Escrow Shares will be transferrable in accordance with the terms of the Make Good Agreement.

          5.8        Compliance with Law. As long as each Subscriber owns any of the Units, the Company will conduct its business in compliance with all applicable laws, rules and regulations of the jurisdictions in which it is conducting business (including, without limitation, all applicable local, state and federal environmental laws and regulations), except for those laws, rules and regulations the failure to comply with which would not have a Material Adverse Effect.

          5.9        Sales by Subscribers. Each Subscriber shall sell any and all Registrable Securities (as defined below) purchased hereby in compliance with applicable prospectus delivery requirements, if any, or otherwise in compliance with the requirements for an exemption from registration under the Securities Act and the rules and regulations promulgated thereunder. Each Subscriber will not make any sale, transfer or other disposition of the Units in violation of federal or state securities or “blue sky” laws and regulations.

          5.10      No Change of Control. The Company will not undertake a Change of Control (as defined below) transaction for a period of twenty four (24) months from the Closing of the Offering without the written consent of the Lead Investor.

          “Change in Control” shall mean (i) the acquisition by any one person, or more than one person acting as a group (within the meaning of Rule 13d-3), of ownership of stock of the Company possessing more than 50% of the total voting power of the capital stock of the Company (an “Acquirer”); or (ii) (a) any consolidation or merger of the Company, in which the stockholders of the Company immediately before the consolidation or merger will not own 50% or more of the voting shares of the continuing or surviving corporation (or if the transaction is structured as merger or consolidation of subsidiaries, 50% or more of the continuing or surviving parent corporation) immediately after such consolidation or merger, or (b) any sale, lease, exchange, or other transfer (in one transaction or series of related transactions) of all or substantially all of the assets of the Company.

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          5.11      Dilution. For a period of twenty-four (24) months after the Combination (the “Dilution Period”), issuances of any Ordinary Shares or securities convertible into or exercisable for Ordinary Shares resulting in dilution of more than 10% of the “book value” of the Company’s Ordinary Shares will require the approval of the independent directors of the board. Additionally, during the Dilution Period, the Company shall not offer any Ordinary Shares or securities convertible into or exercisable for Ordinary Shares at an offering price less than $4.00 per share except for Exempt Issuances (as defined below). If any such shares are issued during the Dilution Period, regardless of the context of such issuance, at a price per share of less than $4.00 (subject to equitable adjustment in the event of stock dividends, stock split, stock consolidation or other capital reorganization) (the “Lower Price Issuance”) without the consent of the Lead Investor, then the Company shall issue, for each such occasion, additional shares of common stock to each Subscriber so that the per share purchase price of the Ordinary Shares purchased by each Subscriber is equal to such other lower price per share. The delivery to each Subscriber of the additional Ordinary Shares shall be not later than the closing date of the transaction giving rise to the requirement to issue additional Ordinary Shares. For purposes of this paragraph, the issuance of any security of the Company carrying the right to convert such security into Ordinary Shares or of any warrant, right or option to purchase Ordinary Shares shall be deemed to be the issuance of the additional Ordinary Shares upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of Ordinary Shares upon exercise of such conversion or purchase rights if upon such actual issuance the Ordinary Shares are issued at a price that is lower than the purchase price for such Ordinary Shares that was in effect upon issuance. As used in this paragraph, “Exempt Issuance” means the issuance of (a) Ordinary Shares or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted by the Board of Directors of the Company or a majority of the members of a committee of directors established for such purpose, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder or to any placement agents in connection with the transactions contemplated hereby and/or securities exercisable or exchangeable for or convertible into Ordinary Shares issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise, exchange or conversion price of any such securities, and (c) securities issued pursuant to acquisitions or strategic transactions, provided any such issuance shall only be to a person which is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Company and in which the Company receives benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

          5.12      Expenses. The Company and each Subscribers are liable for, and shall pay, their own expenses incurred in connection with the negotiation, preparation, execution and delivery of this Agreement, including, without limitation, attorneys’ and consultants’ fees and expense, provided, however, the Lead Investor shall be entitled to recoup its non-accountable transaction expenses from the Offering proceeds up to a total of $100,000. The Company shall place a total of $1,000,000 of the Offering proceeds in an escrow account with Collateral Agents, LLC for use in payment of fees and expenses related to becoming a public company.

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          5.13      Mandatory Conversion. All outstanding Preference Shares shall automatically convert into Ordinary Shares, without any further action on the part of the Subscribers, in accordance with the Preference Share Terms and applicable laws.

          5.14      No Commissions in Connection with Conversion of Preference Shares. In connection with the conversion of the Preference Shares into Ordinary Shares, neither the Company nor any person acting on its behalf will take any action that would result in the Ordinary Shares being exchanged by the Company other than with the then existing holders of the Preference Shares exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting the exchange in compliance with Section 3(a)(9) of the Securities Act.

VI.         CONDITIONS TO OBLIGATIONS OF THE SUBSCRIBERS

          Each Subscriber’s obligation to purchase Units at the Closing is subject to the fulfillment on or prior to the Closing of the following conditions, which conditions may be waived at the option of such Subscriber to the extent permitted by law:

          6.1        Representations and Warranties Correct. The representations and warranties made by the Company herein shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date with the same force and effect as if they had been made on and as of said date.

          6.2        Covenants. All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to such purchase shall have been performed or complied with in all material respects.

          6.3        No Legal Order Pending. There shall not then be in effect any legal or other order enjoining or restraining the transactions contemplated by this Agreement.

          6.4        No Law Prohibiting or Restricting Such Sale. There shall not be in effect any law, rule or regulation prohibiting or restricting such sale or requiring any consent or approval of any person which shall not have been obtained to issue the Units (except as otherwise provided in this Agreement).

          6.5        Legal Opinion. On the Closing Date, the Company will provide an opinion reasonably acceptable to the Subscribers and the Placement Agent from the Company’s legal counsel opining on the availability of an exemption from registration under the 1933 Act as it relates to the offer and issuance of the Securities and other matters reasonably requested by the Placement Agent.

          6.6        Officer’s Certificates. The Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer, dated as of the Closing Date, certifying to the Subscribers and Placement Agent the fulfillment of the conditions specified herein and the representations and warranties and conditions set forth in the Agreement.

          6.7        Secretary Certificates. The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying to the Subscribers and Placement Agent the resolutions adopted by the Board of Directors of the Company approving, as applicable, the transactions contemplated by this Agreement and the other Offering Documents, and the issuance of the Units, certifying the current versions of its Memorandum and Articles of Association or other organizational documents and certifying as to the signatures and authority of persons signing the Offering Documents and related documents on its behalf.

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          6.8        Preference Share Terms. The Board of Directors of the Company shall have adopted on or before the Closing the Preference Share Terms in the form attached hereto as Exhibit A.

VII.        CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE COMPANY TO SELL SECURITIES

The obligation of the Company to sell the Units at the Closing is subject to the satisfaction or waiver by the Company, at or before the Closing, of each of the following conditions:

          7.1        Representations and Warranties. The representations and warranties of each Subscriber contained herein shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made on and as of such date.

          7.2        Performance. Each Subscriber shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by the Offering agreements to be performed, satisfied or complied with by such Subscriber at or prior to the Closing.

          7.3        No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction agreements.

          7.4        Subscriber Deliverables. Each Subscriber shall have delivered its Investment Amount in accordance with Article I hereof duly executed by such Subscriber. Each U.S. Subscriber shall have delivered a duly completed Investor Questionnaire in the form attached as Exhibit B.

          7.5        Termination. This Agreement shall not have been terminated as to such Subscriber in accordance with Section 9.21.

VIII.      REGISTRATION RIGHTS

          8.1        Registration; Definitions.

          No later than thirty (30) days following the Closing of the Offering (the “Filing Date”), the Company shall prepare and file with the Commission a registration statement covering the resale of all of the Ordinary Shares upon conversion of the outstanding shares of Preference Shares (the “Conversion Shares”) and the Warrant Shares (collectively, the “Registrable Securities”) on Form S-1 (or another appropriate form in accordance herewith) (the “Registration Statement”). Subject to the terms of this Agreement, the Company shall use its commercially best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in no event later than 180 days following the Closing of the Offering (the “Effective Date”), and shall use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the date when all Registrable Securities covered by the Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”).

          If a Registration Statement covering 100% of the Registrable Securities is not filed with the Commission on or prior to the Filing Date or declared effective on or prior to the Effective Date by the Commission, the Company shall pay to each Subscriber per calendar month, or portion thereof, liquidated damages equal to one percent (1%) of the aggregate purchase price paid by such Subscriber pursuant to this Agreement until such time as such Registration Statement shall have been filed with the Commission or declared effective by the Commission, as the case may be. For the avoidance of doubt, the maximum aggregate liquidated damages payable to each Subscriber under this Agreement shall be ten percent (10%) of the aggregate purchase price paid by such Subscriber pursuant to this Agreement.

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          The securities shall only be treated as Registrable Securities if and only for so long as they (i) have not been sold (A) pursuant to a registration statement; (B) to or through a broker, dealer or underwriter in a public distribution or a public securities transaction; and/or (C) in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act under Section 4(1) thereof so that all transfer restrictions and restrictive legends with respect thereto, if any, are removed upon the consummation of such sale; (ii) are not held by a Holder or a permitted transferee; and (iii) are not eligible for sale pursuant to Rule 144 (or any successor thereto) under the Securities Act.

          The term “Holder” shall mean any person owning or having the right to acquire Registrable Securities or any permitted transferee of a Holder.

          8.2        Registration Procedures.

          In connection with the Company’s registration obligations set forth herein, the Company shall:

          Prepare and file with the Commission such amendments, including post-effective amendments, to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities.

          Use commercially reasonable efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of the Registration Statement or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.

          Comply with all applicable rules and regulations of the Commission.

          Use its commercially best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.

          Furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (ii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the Commission which permits the selling of any such securities without registration or pursuant to such form.

          8.3        Registration Expenses. All fees and expenses of the Company incident to the performance of or compliance with the registration obligations by the Company, which shall not include payment of any fees of counsel to any of the Subscribers, shall be borne by the Company.

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          8.4        Indemnification. In the event that any Registrable Securities are included in a Registration Statement under this section:

          To the extent permitted by law, the Company will indemnify and hold harmless each Holder, any underwriter (as defined in the Securities Act) for such Holder and each person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, or the Exchange Act, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “Violation”): (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, or any rule or regulation promulgated under the Securities Act, or the Exchange Act, and the Company will pay to each such Holder, underwriter or controlling person, as incurred, any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this section shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability, or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by any such Holder, underwriter or controlling person.

          To the extent permitted by law, each Holder will indemnify and hold harmless the Company, each of its directors, each of its officers, each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or other Holder, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, or the Exchange Act, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration; and each such Holder will pay, as incurred, any legal or other expenses reasonably incurred by any person intended to be indemnified pursuant to this section, in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this section shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; provided, further, that, in no event shall any indemnity under this section exceed the greater of the cash value of the (i) gross proceeds from the offering received by such Holder or (ii) such Holder’s investment pursuant to this Agreement as set forth on the signature page attached hereto.

          Promptly after receipt by an indemnified party under this section of notice of the commencement of any action (including any governmental action), such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party under this section, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly notified, to assume the defense thereof with counsel selected by the indemnifying party and approved by the indemnified party (whose approval shall not be unreasonably withheld); provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this section, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this section.

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          If the indemnification provided for in this section is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage, or expense referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage, or expense as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission.

          The obligations of the Company and Holders under this section shall survive the completion of any offering of Registrable Securities in a registration statement.

          8.5        Remedies. In the event of a breach by the Company or by a Holder, of any of their obligations under this Agreement, each Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. The Company and each Holder agree that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall waive the defense that a remedy at law would be adequate.

          8.6        Cutback. In connection with filing the Registration Statement, if the Commission limits the amount of Registrable Securities to be registered for resale pursuant to Rule 415 under the Securities Act, then the Company shall be entitled to exclude such disallowed Registrable Securities (the “Cut Back Shares”) on a pro rata basis among the Holders thereof. The Company shall prepare, and, as soon as practicable but in no event later than the six (6) months from the date the Company’s Registration Statement was declared effective, file with the SEC an additional registration statement (“Additional Registration Statement”) on Form S-1 covering the resale of all of the disallowed Registrable Securities not previously registered on an Additional Registration Statement hereunder. In the event that Form S-1 is unavailable for such a registration, the Company shall use such other form as is available for such a registration on another appropriate form. The Company shall use its commercially best efforts to have each Additional Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the ninety (90) days from the filing date of the Additional Registration Statement. No liquidated damages under Section 8.1 shall accrue on or as to any Cut Back Shares, and the required Filing Date for such additional Registration Statement including the Cutback Shares will be tolled, until such time as the Company is able to effect the registration of the Cut Back Shares in accordance with any SEC comments.

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          8.7        Waivers. With the written consent of the Company and the Holders holding at least a majority of the Registrable Securities that are then outstanding, any provision of this section may be waived (either generally or in a particular instance, either retroactively or prospectively and either for a specified period of time or indefinitely) or amended. Upon the effectuation of each such waiver or amendment, the Company shall promptly give written notice thereof to the Holders, if any, who have not previously received notice thereof or consented thereto in writing.

IX.        MISCELLANEOUS

          9.1        Governing Law; Jurisdiction. This Agreement will be governed by and interpreted in accordance with the laws of the State of New York without regard to the principles of conflict of laws. The parties hereto hereby submit to the exclusive jurisdiction of the United States federal and state courts located in the State of New York with respect to any dispute arising under this Agreement or the transactions contemplated hereby or thereby.

          9.2        Counterparts; Signatures by Facsimile. This Agreement may be executed in two or more counterparts, all of which are considered one and the same agreement and will become effective when counterparts have been signed by each party and delivered to the other parties. This Agreement, once executed by a party, may be delivered to the other parties hereto by facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.

          9.3        Headings. The headings of this Agreement are for convenience of reference only, are not part of this Agreement and do not affect its interpretation.

          9.4        Severability. If any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision will be deemed modified in order to conform to such statute or rule of law. Any provision hereof that may prove invalid or unenforceable under any law will not affect the validity or enforceability of any other provision hereof.

          9.5        Entire Agreement; Amendments. This Agreement (including all schedules and exhibits hereto) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and thereof. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein or therein. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof. Except as set forth in herein, no provision of this Agreement may be waived or amended other than by an instrument in writing signed by the party to be charged with enforcement.

          9.6        Notices. Any notices required or permitted to be given under the terms of this Agreement must be sent by certified or registered mail (return receipt requested) or delivered personally or by courier (including a recognized overnight delivery service) and will be effective five days after being placed in the mail, if mailed by regular United States mail, or upon receipt, if delivered personally, or by courier (including a recognized overnight delivery service), in each case addressed to a party. The addresses for such communications are:

If to the Company:	Dragon Acquisition Corporation
	Shandong Motorway Building
	29 Miaoling Road
	Qingdao 266000
	People’s Republic of China

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With copies (which shall not constitute a notice) to:

	Pillsbury Winthrop Shaw Pittman LLP
	2300 N Street NW
	Washington, D.C. 20037
	Facsimile: 202.663.8007
	Attn.: Louis A. Bevilacqua, Esq.
If to a Subscriber:	To the address set forth immediately below such
	Subscriber’s name on the signature pages hereto.

With copies (which shall not constitute a notice) to:

Anslow & Jaclin, LLP
195 Route 9 South, Suite 204
Manalapan, New Jersey 07726
Facsimile: 732.577.1188
Attn.: Joseph M. Lucosky, Esq.

Each party will provide written notice to the other parties of any change in its address. Each party will copy the Placement Agent on any such notices as follows:

Brean Murray, Carret & Co., LLC
570 Lexington Avenue
New York, NY 10022
Fax: (212) 702-6548
Attn.: Richard L. Serrano

          9.7        Removal of Legends. Upon the earlier of (i) registration for resale as set forth herein, or (ii) an exemption under Rule 144 becoming available, the Company shall (A) deliver to the transfer agent for the Securities (the “Transfer Agent”) irrevocable instructions that the Transfer Agent shall reissue a certificate representing Ordinary Shares without legends upon receipt by such Transfer Agent of the legended certificates for such shares, together with either (1) a customary representation by the Subscriber that Rule 144 applies to the Ordinary Shares represented thereby or (2) a statement by the Subscriber that such Subscriber has sold the Ordinary Shares represented thereby in accordance with the Plan of Distribution contained in the registration statement, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act subject to such investor and broker representations and notifications that counsel may reasonably request. From and after the earlier of such dates, upon a Subscriber’s written request, the Company shall promptly cause certificates evidencing the Subscriber’s securities to be replaced with certificates which do not bear such restrictive legends, and Ordinary Shares subsequently issued upon due exercise of the Warrants or conversion of the Preference Shares shall not bear such restrictive legends provided the provisions of either clause (i) or clause (ii) above, as applicable, are satisfied with respect to such Ordinary Shares underlying the Warrants or the Preference Shares.

          9.8        Successors and Assigns. This Agreement is binding upon and inures to the benefit of the parties and their successors and assigns. The Company will not assign this Agreement or any rights or obligations hereunder without the prior written consent of each Subscriber and each Subscriber may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Company. Notwithstanding the foregoing, each Subscriber may assign all or part of its rights and obligations hereunder to any of its “affiliates,” as that term is defined under the Securities Act, without the consent of the Company so long as the affiliate is an accredited investor (within the meaning of Regulation D) and agrees in writing to be bound by this Agreement. This provision does not limit any Subscriber’s right to transfer the Preference Shares or Warrants pursuant to the terms of this Agreement or to assign any Subscriber’s rights hereunder to any such transferee pursuant to the terms of this Agreement.

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          9.9        Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person, except that either Placement Agent is an intended beneficiary of all representations and warranties by any party and all covenants made by the parties, including but not limited to the Registration Rights provided herein.

          9.10      Further Assurances. Each party will do and perform, or cause to be done and performed, all such further acts and things, and will execute and deliver all other agreements, certificates, instruments and documents, as another party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

          9.11      No Strict Construction. The language used in this Agreement is deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

          9.12      Equitable Relief. The Company recognizes that, if it fails to perform or discharge any of its obligations under this Agreement, any remedy at law may prove to be inadequate relief to the Subscribers. The Company therefore agrees that the Subscribers are entitled to seek temporary and permanent injunctive relief in any such case.

          9.13      Acceptance. Upon the execution and delivery of this Agreement by each Subscriber, this Agreement shall become a binding obligation of each Subscriber with respect to the purchase of Units as herein provided, subject to acceptance by the Company; subject, however, to the right hereby reserved to the Company to enter into the same agreements with other Subscribers and to add and/or delete other persons as Subscribers.

          9.14      Waiver. It is agreed that a waiver by either party of a breach of any provision of this Agreement shall not operate, or be construed, as a waiver of any subsequent breach by that same party.

          9.15      Other Documents. The parties agree to execute and deliver all such further documents, agreements and instruments and take such other and further action as may be necessary or appropriate to carry out the purposes and intent of this Agreement.

          9.16      Public Statements. Each Subscriber agrees not to issue any public statement with respect to such Subscriber’s investment or proposed investment in the Company or the terms of any agreement or covenant between them and the Company without the Company’s prior written consent, except such disclosures as may be required under applicable law or under any applicable order, rule or regulation.

          9.17      Exculpation Among Subscribers. Each Subscriber agrees, acknowledges and understands that it is not relying on any of the other Subscribers in making its investment or decision to invest in the Company. Each Subscriber agrees, acknowledges and understands that none of the other Subscribers nor their respective controlling persons, officers, directors, partners, agents or employees shall be liable to such Subscriber for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Units or the execution of or performance under this Agreement, nor shall such Subscriber be liable to the other Subscribers for any action heretofore or hereafter taken or omitted to be taken by such Subscriber in connection with the purchase of the Units or the execution of or performance under this Agreement.

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          9.18      Press Release and 8-K. By 9:30 a.m. (New York City time) on the day following the Closing Date, the Company shall, in consultation with the Placement Agent, issue a press release disclosing the consummation of the transactions contemplated by this Agreement and within four (4) business days following the Closing Date, the Company shall file a Current Report on Form 8-K with the SEC disclosing such information required by Form 8-K.

          9.19      Several Obligations. The obligations of each Subscriber under any Offering agreements are several and not joint with the obligations of any other Subscriber, and no Subscriber shall be responsible in any way for the performance of the obligations of any other Subscriber under any Offering agreement. Nothing contained herein or in any other Offering agreement, and no action taken by any Subscriber pursuant hereto or thereto, shall be deemed to constitute the Subscribers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Subscribers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Offering agreements. Each Subscriber confirms that it has independently participated in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Subscriber shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Offering agreements, and it shall not be necessary for any other Subscriber to be joined as an additional party in any proceeding for such purpose. The Company acknowledges that each of the Subscribers has been provided with the same Offering agreements for the purpose of closing a transaction with multiple Subscribers and not because it was required or requested to do so by any Subscriber.

          9.20      Counterparts. This Agreement may be executed in two or more counterparts each of which shall be deemed an original, but all of which shall together constitute one and the same instrument.

          9.21      Termination. This Agreement may be terminated prior to Closing:

          (a)      by written agreement of the Lead Investor and the Company, a copy of which shall be provided to the Escrow Agent; and

          (b)      by the Company or a Subscriber (as to itself but no other Subscriber) upon written notice to the other, with a copy to the Escrow Agent, if the Closing shall not have taken place by April 30, 2010; provided, that the right to terminate this Agreement under this Section 9.21(b) shall not be available to any person whose failure to comply with its obligations under this Agreement has been the cause of or resulted in the failure of the Closing to occur on or before such time.

          In the event of a termination pursuant to Section 9.21(a) or 9.21(b), each Subscriber shall have the right to a return of up to its entire aggregate Purchase Price for the number of Units set forth on the signature page hereof deposited with the Escrow Agent pursuant to Section 1.3, without interest or deduction. The Company covenants and agrees to cooperate with such Subscriber in obtaining the return of its entire aggregate Purchase Price for the number of Units set forth on the signature page hereof, and shall not communicate any instructions to the contrary to the Escrow Agent.

          In the event of a termination pursuant to this Section, the Company shall promptly notify all nonterminating Subscribers. Upon a termination in accordance with this Section 9.21, the Company and the terminating Subscriber(s) shall not have any further obligation or liability (including as arising from such termination) to the other and no Subscriber will have any liability to any other Subscriber under the Transaction agreements as a result therefrom.

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SIGNATURE PAGE

Please acknowledge your acceptance of the foregoing Subscription Agreement with Dragon Acquisition Corporation by signing and returning a copy to the Company whereupon it shall become a binding agreement.

NUMBER OF UNITS ______________ x $4.00  = ____________________________  (the “Purchase Price”)

Signature	Signature (if purchasing jointly)
Name Typed or Printed	Name Typed or Printed
Entity Name	Entity Name
Address	Address
City, State and Zip Code	City, State and Zip Code
Telephone - Business	Telephone - Business
Telephone – Residence	Telephone – Residence
Facsimile – Business	Facsimile - Business
Facsimile – Residence	Facsimile – Residence
Tax ID # or Social Security #	Tax ID # or Social Security #

Name in which securities should be issued:   ____________________________

Dated: _____________, 2010

[Subscriber Signature Page to the Subscription Agreement]

This Subscription Agreement is agreed to and accepted as of ________________, 2010.

DRAGON ACQUISITION CORPORATION

By:   _____________________________
         Name:
         Title:

[Company Signature Page to the Subscription Agreement]

ANNEX A

SCHEDULE OF SUBSCRIBERS

Name	Investment Amount	Number of Shares	Number of Warrants
Access America Fund, LP	$1,500,000	375,000	187,500
Taylor International Fund, Ltd.	$1,500,000	375,000	187,500
Hua-Mei 21st Century Partners, LP	$1,900,000	475,000	237,500
Guerrilla Partners, LP	$1,100,000	275,000	137,500
Jayhawk Private Equity Fund II, L.P.	$3,000,000	750,000	375,000
Straus Partners, L.P.	$500,000	125,000	62,500
New York Liberty Fund LLC	$200,000	50,000	25,000
Trillion Growth China LP	$500,000	125,000	62,500
Paragon Capital LP	$300,000	75,000	37,500
Equity Trust Company Custodian FBO Thomas G. Berlin IRA	$250,000	62,500	31,250
DNST Properties, LLC	$200,000	50,000	25,000
Dr. Deborah Tekdogan	$10,400	2,600	1,300
Mary Beth Shea	$52,000	13,000	6,500
Thomas E. Nolan Living Trust	$20,800	5,200	2,600
Robert C. Stendel	$15,600	3,900	1,950
J&S Spitzer Family LLC	$50,000	12,500	6,250
TOTALS	$11,098,800	2,774,700	1,387,350

EXHIBIT A

Terms of 6% Convertible Preference Shares

RIGHTS, PRIVILEGES AND RESTRICTIONS OF THE PREFERENCE SHARES

1	Definitions and Construction
	In this Schedule terms not defined herein shall have the meaning ascribed to them in the memorandum and articles of association of Dragon Acquisition Corporation and, to the extent not set out herein, the Preference Shares shall have all of the rights, privileges and be subject to the restrictions of Shares.

"Preference Dividend"	means, in respect of each Preference Dividend Period, a cumulative annual dividend equal to six per cent (6%) of the amount credited as paid up on the Preference Shares.
"Preference Dividend Period"	means the twelve (12) month period beginning on a Preference Dividend Payment Date and ending on the day immediately before the next Preference Dividend Payment Date.
"Preference Dividend	means 1 January in each year.
Payment Date"
"Preference Shares"	means the preference shares in the capital of the Company, par value of US$0.002112 each, designated hereby as “6% Convertible Preference Shares” and having the rights and privileges and being subject to the restrictions set out in this Schedule.
"Preference Share Entitlement"	means an entitlement, in priority to holders of all other classes of Shares, to an amount equal to the aggregate of: (a) the amount credited as paid up on the Preference Shares; plus (b) all arrears and accruals of Preference Dividend (whether earned or declared or not) calculated down to the date on which the Company is dissolved.

2	Voting
	The holder of a Preference Share shall (in respect of such Preference Share) have the right to receive notice of, attend at or vote as a Member at any general meeting of the Company or to vote on any written resolutions of the Members. Each holder of Preference Shares shall (in respect of such Preference Shares) be entitled to one vote in respect of each such Preference Share held.
3	Income and Capital
3.1	Holders of Preference Shares shall be entitled to receive an amount equal to the Preference Share Entitlement in preference and priority to any assets of the Company being distributed or paid to any holders of Ordinary Shares. Additionally, if any distribution is declared and paid on any Ordinary Shares, at the same time a distribution in an equal amount per Share shall also be declared and paid on all Preference Shares on an "as converted" basis. The right to such distributions on Preference Shares shall not be cumulative and no rights shall accrue to holders of Preference Shares by reason of the fact that distributions on Ordinary Shares are not declared in any year.

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3.2	The Preference Dividend shall be paid in cash, accrue on a daily basis and shall be paid on each Preference Dividend Payment Date in respect of the immediately preceding Preference Dividend Period.
3.3	The Preference Dividend shall be cumulative. Notwithstanding anything contained in this Schedule or the Articles, the Directors do not need to declare it. Any Preference Dividend shall become a debt due from and immediately payable by the Company to the holders of Preference Shares on:
	(a)	the Preference Dividend Payment Date if such debt can lawfully arise on such date or dates;
	(b)	otherwise as soon afterwards as such debt can lawfully arise.
3.4	If the Company fails to pay in full any Preference Dividend on the relevant Preference Dividend Payment Date:
	(a)	on the Preference Dividend Payment Date in question the Company shall pay to the relevant holders of Preference Shares on account of the relevant Preference Dividends the maximum sum (if any) which can lawfully be paid by the Company;
	(b)	the whole amount of any unpaid Preference Dividend shall be increased by six per cent (6%) per annum (such amount accruing on a daily basis from the relevant Preference Dividend Payment Date until the date or dates of actual payment); and
	(c)	all arrears of Preference Dividend shall be carried forward and on each succeeding Preference Dividend Payment Date the Company shall pay on account of any outstanding balance, in the order of priority set out in Clause 3.5, such amount as can then lawfully be paid, and this procedure shall continue until such time as the relevant arrears have been paid in full.
3.5	Whenever there are arrears of Preference Dividend outstanding, any funds of the Company which are available for lawful distribution shall be applied in the following order and priority:
	(a)	first, in payment of all arrears of Preference Dividend; and
	(b)	second, in payment of all Preference Dividend accruing subsequently.
3.6	On winding up of the Company holders of Preference Shares shall, in priority to any payments to be made to holders of Ordinary Shares, be entitled to Preference Share Entitlement in proportion to the amount credited as paid up on the Preference Shares held, subject to a deduction from those Preference Shares in respect of which there are monies due, of all monies due to the Company for unpaid calls, or otherwise.

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4	Conversion
4.1	Conversion. All Preference Shares may be converted at the option of the holder thereof at any time; additionally, all Preference Shares automatically shall be converted into Ordinary Shares in the event that for a period of at least twenty (20) consecutive business days (i) the volume weighted average price of the Ordinary Shares equals or exceeds US$6.00 per Ordinary Share and (ii) average daily trading volume of the Ordinary Shares is at least 50,000 shares per day, provided, however, in no event shall the trading volume of the Ordinary Shares be lower than 30,000 shares on any business day during such twenty (20) consecutive business day period (the "Conversion"). On a Conversion, each Preference Share shall convert into one Ordinary Share. On the date of the Conversion, the Register of Members shall be updated to reflect the Conversion, and the person or persons entitled to receive the Ordinary Shares issuable upon such Conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares on that date. References in this Schedule to a "conversion" of Preference Shares shall be construed to mean the voluntary or compulsory redemption of the Preference Shares of any Member and, on behalf of such Member, automatic application of the proceeds of redemption in paying for the Ordinary Shares into which such Preference Shares have been converted. The new Ordinary Shares shall be registered in the name of the Member or in such name as the Member shall direct. On any Conversion, the holder of the Preference Share shall be entitled to all arrears and accruals of Preference Dividend (whether earned or declared or not) calculated down to the date on which such Preference Share is converted into Ordinary Shares but shall not be entitled to the repayment of the amount credited as paid up on the Preference Shares.
4.2	Share Certificates. As soon as practicable following a Conversion, each holder of Preference Shares shall surrender the certificate or certificates evidencing such Preference Shares at the office of the Company's registrar. The Company, as soon as practicable thereafter, shall issue and deliver at such office to such holder or to the holder's nominee, one or more certificates evidencing the full number of Ordinary Shares to which such Member is entitled. No fractional Ordinary Shares shall be issued by the Company upon conversion of Preference Shares, In lieu of any fractional Ordinary Shares to which the holder of Preference Shares would otherwise be entitled, the Preference shall pay cash equal to such fraction multiplied by the fair market value of one Ordinary Share as determined by the Directors and all such fractional Ordinary Shares shall be disregarded.
4.3	Subdivisions, Consolidations and Bonus Issues. In case the Company shall at any time subdivide the outstanding Ordinary Shares, or declare an issue of bonus shares on its Ordinary Shares, the number of Ordinary Shares issuable upon conversion of the Preference Shares immediately prior to such subdivision or the bonus issue shall be proportionately increased; and in case the Company shall at any time consolidate the Ordinary Shares, the number of Ordinary Shares issuable upon conversion of the Preference Shares of any series immediately prior to such consolidation shall be proportionately decreased. Any such changes shall be effective at the close of business on the date of such subdivision, consolidation or bonus issue, as the case may be.
4.4	Reorganizations or Reclassifications. In case of any capital reorganization or reclassification, or any consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or in case of any sale or conveyance to another entity of all or substantially all of the assets of the Company, or in the case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Company but excluding any exchange of securities or merger with another corporation in which the Company is a continuing corporation and that does not result in any reclassification of or similar change in the Ordinary Shares) (each such event, a “Reorganization”), a holder of Preference Shares, upon the conversion thereof at any time thereafter shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise hereof prior to such Reorganization, the stock or other securities or property to which such holder would have been entitled upon such consummation if such holder had converted the Preference Shares immediately prior thereto, all subject to further adjustment as provided in Clause 4.3 or 4.4. The Company shall not enter into any such Reorganization unless the terms of this Clause 4 shall be applicable to the shares of stock or other securities properly receivable upon the conversion of the Preference Shares after such Reorganization. The Company shall also not enter into any such Reorganization unless the issuer of any shares of stock or other securities or property thereafter deliverable on the conversion of the Preference Shares is required to be responsible for all of the agreements and obligations of the Company immediately following such Reorganization. The Company shall also not enter into any such Reorganization unless notice of such Reorganization and of said provisions so proposed to be made, are required to be mailed to each holder of Preference Shares not less than ten (10) days prior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. The Company shall also not enter into any such Reorganization unless, upon any Reorganization (and any dissolution following any Reorganization) referred to in this Clause 4, the Preference Shares will continue in full force and effect and the terms hereof (or equivalent terms) will be applicable to the shares of stock and other securities and property receivable on the conversion of the Preference Shares after the consummation of such Reorganization or the effective date of dissolution following any such Reorganization, as the case may be, and will be binding upon the issuer of any such stock or other securities, including, in the case of any such Reorganization, the person acquiring all or substantially all of the properties or assets of the Company, whether or not such person shall have expressly assumed the terms of the Preference Shares as provided in this Clause 4.4. The Company shall also not enter into any such Reorganization unless, in the event the Preference Shares do not continue in full force and effect after the consummation of the transactions described in this Clause 4.4, then the Company’s securities and property (including cash, where applicable) receivable by each holder of Preference Shares are required to be delivered to such holders.

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4.5

Whenever the number of Ordinary Shares into which the Preference Shares are convertible is adjusted as provided in this Clause 4 and upon any modification of the rights of the holders of Preference Shares in accordance with this Clause 4, the Company shall promptly prepare a brief statement of the facts requiring such adjustment or modification and the manner of computing the same and cause copies of such certificate to be mailed to the holders of Preference Shares. The Company may, but shall not be obligated to unless requested by holders holding a majority of the Preference Shares, obtain, at its expense, a certificate of a firm of independent public accountants of recognized standing selected by the Board of Directors (who may be the regular auditors of the Company) setting forth the number of Ordinary Shares into which the Preference Shares are convertible in effect after such adjustment or the effect of such modification, a brief statement of the facts requiring such adjustment or modification and the manner of computing the same and cause copies of such certificate to be mailed to the holders of Preference Shares.

4.6

If the Board of Directors of the Company intends to declare or pay any dividend or other distribution with respect to the Ordinary Shares other than a cash distribution out of earned surplus, the Company shall mail notice thereof to the holders of the Preference Shares not less than ten (10) days prior to the record date fixed for determining stockholders entitled to participate in such dividend or other distribution.

4

4.7 In case any event shall occur as to which the other provisions of this Clause 4 are not strictly applicable but as to which the failure to make any adjustment would not fairly protect the conversion rights represented by the Preference Shares in accordance with the essential intent and principles of the adjustments set forth in this Clause 4 then, in each such case, the Board of Directors of the Company shall in good faith determine the adjustment, if any, on a basis consistent with the essential intent and principles established herein, necessary to preserve the conversion rights represented by the Preference Shares. Upon such determination, the Company will promptly mail a copy thereof to the holders of Preference Shares and shall make the adjustments described therein.

5

EXHIBIT B

Investor Questionnaire

This Questionnaire must be answered fully and returned along with your completed subscription agreement in connection with your prospective purchase of securities from Dragon Acquisition Corporation (the “Company”).

The Subscriber represents and warrants that he, she or it comes within category as marked below, and that for any category marked, he, she or it has truthfully set forth, where applicable, the factual basis or reason the Subscriber comes within that category. ALL INFORMATION IN RESPONSE TO THIS SECTION WILL BE KEPT STRICTLY CONFIDENTIAL. The undersigned agrees to furnish any additional information which the Company deems necessary in order to verify the answers set forth below.

Capitalized terms used herein without definition shall have the respective meanings given such terms as set forth in the subscription agreement between Dragon Acquisition Corporation and the subscriber signatory thereto (the “Agreement”).

(1)      The undersigned represents and warrants that he, she or it comes within at least one category marked below, and that for any category marked, he, she or it has truthfully set forth, where applicable, the factual basis or reason the undersigned comes within that category. The undersigned agrees to furnish any additional information which the Company deems necessary in order to verify the answers set forth below

[ ] The undersigned is an individual (not a partnership, corporation, etc.) whose individual net worth, or joint net worth with his or her spouse, presently exceeds $1,000,000.

Explanation. In calculating net worth you may include equity in personal property and real estate, including your principal residence, cash, short-term investments, stock and securities. Equity in personal property and real estate should be based on the fair market value of such property less debt secured by such property.

[ ]	The undersigned is an individual (not a partnership, corporation, etc.) who had an income in excess of $200,000 in each of the two most recent years, or joint income with his or her spouse in excess of $300,000 in each of those years (in each case including foreign income, tax exempt income and full amount of capital gains and losses but excluding any income of other family members and any unrealized capital appreciation) and has a reasonable expectation of reaching the same income level in the current year.
[ ]	The undersigned is a director or executive officer of the Company which is issuing and selling the Units.
[ ]	The undersigned is a bank; a savings and loan association; insurance company; registered investment company; registered business development company; licensed small business investment company (“SBIC”); or employee benefit plan within the meaning of Title 1 of ERISA and (a) the investment decision is made by a plan fiduciary which is either a bank, savings and loan association, insurance company or registered investment advisor, or (b) the plan has total assets in excess of $5,000,000 or (c) is a self directed plan with investment decisions made solely by Persons that are accredited Subscribers. (describe entity)

1

______________________________________________________
______________________________________________________

[ ] The undersigned is a private business development company as defined in section 202(a)(22) of the Investment Advisors Act of 1940. (describe entity)

______________________________________________________
______________________________________________________

[ ] The undersigned is either a corporation, partnership, Massachusetts business trust, or non-profit organization within the meaning of Section 501(c)(3) of the Internal Revenue Code, in each case not formed for the specific purpose of acquiring the Units and with total assets in excess of $5,000,000. (describe entity)

______________________________________________________
______________________________________________________

[ ]	The undersigned is a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units, where the purchase is directed by a “sophisticated person” as defined in Regulation 506(b)(2)(ii) under the Securities Act.
[ ]	The undersigned is an entity (other than a trust) all of the equity owners of which are “accredited investors” within one or more of the above categories. If relying upon this Category H alone, each equity owner must complete a separate copy of this Agreement. (describe entity)

______________________________________________________

[  ] The undersigned is not within any of the categories above and is therefore not an accredited investor.

The undersigned agrees that the undersigned will notify the Company at any time on or prior to the Closing Date in the event that the representations and warranties made by the undersigned in this Agreement shall cease to be true, accurate and complete.

2

GENERAL INFORMATION

Name: ________________________________

Date of Birth: ______________________________

Residence Address:
_______________________________________________________________

Business Address:
________________________________________________________________

Home Telephone No.:
______________________________________________________________

Business Telephone No:
____________________________________________________________

E-mail Address:
___________________________________________________________________

Preferred Mailing Address: ________Business           or _________Home (check one)

Social Security Number:
____________________________________________________________

Marital Status:
____________________________________________________________________

3

(2)      SUITABILITY (please answer each question)

(a) For an individual Subscriber, please describe your current employment, including the company by which you are employed and its principal business:
_____________________________________________________________________________________
_____________________________________________________________________________________
_____________________________________________________________________________________
_________________________________

(b) For an individual Subscriber, please describe any college or graduate degrees held by you:
_____________________________________________________________________________________
_____________________________________________________________________________________
______________________________________________

(c) For all Subscribers, please list types of prior investments:
_____________________________________________________________________________________
_____________________________________________________________________________________
_____________________________________________________________________________________
_________________________________

(d) For all Subscribers, please state whether you have you participated in other private placements before:

Yes _________             No __________

(e) If your answer to question (d) above was “YES”, please indicate frequency of such prior participation in private placements of:

	Public	Private	Public or Private
	Companies	Companies	[______________]
Frequently	_______________	_______________	_______________
Occasionally	_______________	_______________	_______________
Never	_______________	_______________	_______________

(f) For individual Subscribers, do you expect your current level of income to significantly decrease in the foreseeable future:

Yes _________             No __________

(g) For trust, corporate, partnership and other institutional Subscribers, do you expect your total assets to significantly decrease in the foreseeable future:

Yes _________             No __________

(h) For all Subscribers, do you have any other investments or contingent liabilities which you reasonably anticipate could cause you to need sudden cash requirements in excess of cash readily available to you:

Yes _________             No __________

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(i) For all Subscribers, are you familiar with the risk aspects and the non-liquidity of investments such as the securities for which you seek to subscribe?

Yes _________             No __________

(j) For all Subscribers, do you understand that there is no guarantee of financial return on this investment and that you run the risk of losing your entire investment?

Yes _________             No __________

(3)      MANNER IN WHICH TITLE IS TO BE HELD. (circle one)

(a)	Individual Ownership
(b)	Community Property
(c)	Joint Tenant with Right of Survivorship (both parties must sign)
(d)	Partnership*
(e)	Tenants in Common
(f)	Company*
(g)	Trust*
(h)	Other

*If Units are being subscribed for by an entity, the Certificate of Signatory attached as Exhibit II to the Subscription Agreement must also be completed.

(4)      FINRA AFFILIATION.

Are you affiliated or associated with a FINRA member firm (please check one):

Yes _________             No __________

If yes, please describe:
_________________________________________________________

_________________________________________________________

_________________________________________________________

If Subscriber is a Registered Representative with a FINRA member firm, have the following acknowledgment signed by the appropriate party:

The undersigned FINRA member firm acknowledges receipt of the notice required by the Rules of Fair Practice.

_________________________________
Name of FINRA Member Firm

By: ______________________________
                    Authorized Officer

Date: ____________________________

5

(5)      FOR TRUST SUBSCRIBERS.

          A. Certain trusts generally may not qualify as accredited investors except under special circumstances. Therefore, if you intend to purchase the shares of the Company’s stock in whole or in part through a trust, please answer each of the following questions.

          Is the trustee of the trust a national or state bank that is acting in its fiduciary capacity in making the investment on behalf of the trust?

Yes [ ]            No [ ]

          Does this investment in the Company exceed 10% of the trust assets?

Yes [ ]            No [ ]

          B. If the trust is a revocable trust, please complete Question 1 below. If the trust is an irrevocable trust, please complete Question 2 below.

1.      REVOCABLE TRUSTS

Can the trust be amended or revoked at any time by its grantors:

Yes [ ]            No [ ]

If yes, please answer the following questions relating to each grantor (please add sheets if necessary):

Grantor Name:

Net worth of grantor (including spouse, if applicable), including home, home furnishings and automobiles exceeds $1,000,000?

Yes [ ]            No [ ]

OR

Income (exclusive of any income attributable to spouse) was in excess of $200,000 for 2008 and 2009 and is reasonably expected to be in excess of $200,000 for 2010?

Yes [ ]            No [ ]

OR

Income (including income attributable to spouse) was in excess of $300,000 for 2008 and 2009 and is reasonably expected to be in excess of $300,000 for 2010?

Yes [ ]            No [ ]

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2.      IRREVOCABLE TRUSTS

If the trust is an irrevocable trust, please answer the following questions:

Please provide the name of each trustee:

Trustee Name:

Trustee Name:

Does the trust have assets greater than $5 million?

Yes [ ]           No [ ]

Do you have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Company?

Yes [ ]           No [ ]

Indicate how often you invest in:

(i)         Marketable Securities

Often [ ] Occasionally [ ] Seldom [ ] Never [ ]

(ii)        Restricted Securities

Often [ ] Occasionally [ ] Seldom [ ] Never [ ]

(iii)      Venture Capital Companies

Often [ ] Occasionally [ ] Seldom [ ] Never [ ]

[Signature Page follows]

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By signing this Questionnaire, I hereby confirm the following statements:

          (a)      I am aware that the offering of Units will involve securities that are not transferable and for which no market exists, thereby requiring my investment to be maintained for an indefinite period of time.

          (b)      I acknowledge that any delivery to me of a final draft copy of the Current Report on Form 8-K relating to the Units prior to the determination by the Company of my suitability as an investor, shall not constitute an offer of such Units until such determination of suitability shall be made, and I agree that I shall promptly return the final draft copy of the Current Report on Form 8-K to the Company upon request.

          (c)      My answers to the foregoing questions are, and were on any date (if any) that I previously subscribed for Units in the Company, true and complete to the best of my information and belief and were true on any date that I previously as of, and I will promptly notify the Company of any changes in the information I have provided.

Executed:

Date: ________________

_______________________________________________
          (Printed Name)

__________________________________________
          (Signature)


__________________________________________
          (Printed Name of Joint Subscriber)


________________________________________ 
          (Signature of Joint Subscriber)

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CERTIFICATE OF SIGNATORY

          I, ____________________________, am the ____________________________of __________________________________________(the “Entity”).

          I certify that I am empowered and duly authorized by the Entity to execute and carry out the terms of that certain Subscription Agreement dated as of ___________, 2010, by and between the Entity and Dragon Acquisition Corporation (the “Subscription Agreement”), and to purchase and hold the Units (as defined in the Subscription Agreement), and certify further that the Subscription Agreement has been duly and validly executed on behalf of the Entity and constitutes a legal and binding obligation of the Entity.

          IN WITNESS WHEREOF, I have set my hand this _____day of _____________, 2010.

_______________________________________
(Signature)

[Certificate of Signatory to the Subscription Agreement]

EX-10.2

Exhibit 10.2

MAKE GOOD ESCROW AGREEMENT

          This Make Good Escrow Agreement (the “Agreement”), dated as of April 14, 2010, is entered into by and among Dragon Acquisition Corporation, a Cayman Islands company (the “Company”), Access America Investments, LLC, as representative of the Investors (the “Investor Representative”), Longhai Holdings Company Limited (the “Make Good Shareholder”) and Collateral Agents, LLC, a New York limited liability company, with its address at 111 West 57^th Street, Suite 1416, New York, New York 10019 (hereinafter referred to as the “Escrow Agent”). All capitalized terms used in this Agreement and not otherwise defined herein shall have the respective meanings assigned them in the Subscription Agreement, between the Company and each investor signatory thereto (each, an “Investor” and collectively, the “Investors”), dated April 14, 2010 (the “Subscription Agreement”).

BACKGROUND

          WHEREAS, the Company is selling investment units (“Units”), each Unit consisting of (i) one (1) of the Company’s 6% Convertible Preference Shares, par value $0.002112 per share, convertible into one (1) of the Company’s ordinary shares, par value $0.002112 per share (the “Ordinary Shares”), and (ii) one (1) warrant to purchase one-half of one of the Ordinary Shares, at a per share exercise price of $6.00 (or two half-shares for $3.00 each). As an inducement to the Investors to enter into the Subscription Agreement, the Make Good Shareholder has agreed to place the Escrow Shares (as defined below) into escrow for the benefit of the Investors in the event the Company fails to satisfy the Performance Thresholds (as defined below). Pursuant to the terms of the Offering, the Company, the Make Good Shareholder and the Investor Representative have agreed to establish an escrow account (the “Escrow Account”) on the terms and conditions set forth in this Agreement and the Escrow Agent has agreed to act as escrow agent pursuant to the terms and conditions of this Agreement; and

          WHEREAS, such Offering is in connection with the combination (the “Combination”) of Leewell Investment Group Limited (“Leewell”) and Dragon Acquisition Corporation, a company incorporated under the laws of the Cayman Islands (“Dragon”). The closing of the Combination is conditioned upon all of the conditions of the Offering being met, and the Offering is conditioned upon the closing of the Combination (the “Closing”). Leewell owns 100% of the issued and outstanding capital stock of Qingdao Oumei Real Estate Development Co., Ltd. (“Qingdao Oumei”), a company incorporated under the laws of the People’s Republic of China (“China” or the “PRC”). Pursuant to the Combination, Leewell and Qingdao Oumei will become wholly-owned subsidiaries of Dragon.

AGREEMENT

          NOW, THEREFORE, in consideration of the mutual promises of the parties and the terms and conditions hereof, the parties hereby agree as follows:

          1.        Appointment of Investor Representative. The Investors hereby appoint the Investor Representative to act on their collective behalf with respect to all matters within the scope of this Agreement, and the Investor Representative hereby accepts such appointment. All decisions of the Investor Representative with respect to the subject matter of this Agreement shall be binding on the Investors absent fraud or willful misconduct.

          2.        Appointment of Escrow Agent. The Investor Representative, the Make Good Shareholder and the Company hereby appoint Escrow Agent as escrow agent to act in accordance with the terms and conditions set forth in this Agreement, and the Escrow Agent hereby accepts such appointment and agrees to establish the Escrow Account on the terms and subject to the conditions hereinafter set forth.

          3.        Establishment of Escrow. Within three (3) trading days following the Closing, the Make Good Shareholder shall deliver to the Escrow Agent stock certificates evidencing in aggregate 7,500,000 Ordinary Shares, which shares shall be issued to the Make Good Shareholder upon completion of the Combination (collectively, the “Escrow Shares”) along with stock powers executed in blank, signature medallion guaranteed or in other form and substance acceptable for transfer, to be held in escrow pursuant to the terms and conditions of this Agreement. Notwithstanding the foregoing transfer, the Make Good Shareholder shall have the right to vote the Escrow Shares until such time as they are eligible for transfer to the Investors pursuant to the terms of this Agreement. The Make Good Shareholder hereby irrevocably agrees that, other than in accordance with this Make Good Escrow Agreement, the Make Good Shareholder will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of any of the Escrow Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive Escrow Shares). The Escrow Agent shall notify the Investor Representative when the Escrow Shares have been deposited with the Escrow Agent.

          4.        Representations of the Make Good Shareholder. The Make Good Shareholder (as to its Escrow Shares) hereby represents and warrants to the Investors and the Investor Representative as follows:

                      4.1      The Escrow Shares are validly issued, fully paid and nonassessable shares of the Company. The Make Good Shareholder is the record and beneficial owner of the Escrow Shares and has good title to the Escrow Shares, free and clear of all pledges, liens, claims and encumbrances, except encumbrances created by this Agreement and the Lock-Up Agreement entered into with the Make Good Shareholder. There are no restrictions on the ability of the Make Good Shareholder to transfer the Escrow Shares to the Investors, except as stated herein. There are no restrictions on the ability of the Make Good Shareholder to enter into this Agreement other than transfer restrictions under applicable federal and state securities laws. Upon any delivery of Escrow Shares to the Investor Representative or the Investors hereunder, the Investor Representative or Investors will acquire good and valid title to the Escrow Shares, free and clear of any pledges, liens, claims and encumbrances. The performance of this Agreement and compliance with the provisions hereof will not violate any provision of any applicable law and will not conflict with or result in any breach of any of the terms, conditions or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon, any of the properties or assets of the Make Good Shareholder pursuant to the terms of the certificate of incorporation or Memorandum and Articles of Association of the Company or any indenture, mortgage, deed of trust or other agreement or instrument binding upon the Make Good Shareholder or affecting the Escrow Shares. No notice to, filing with, or authorization, registration, consent or approval of any governmental authority or other person is necessary for the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby by the Make Good Shareholder.

                      4.2      The Make Good Shareholder has carefully considered and understands its obligations and rights in connection with this Agreement and the transactions pursuant to which this Agreement is a part, and in furtherance thereof (x) have consulted with legal and other advisors with respect thereto and (y) hereby forever waive and agree that the Make Good Shareholder may not asset any equitable defenses in any proceeding involving the Escrow Shares.

          5.        Disbursement of Escrow Shares.

                      5.1      For purposes of this Agreement, “After Tax Net Income” means net income as defined under United States generally accepted accounting principles (“GAAP”), consistently applied, for the Company, except that the Company’s After Tax Net Income shall be increased by any non-cash charges incurred as a result of the Offering (due to non-cash amortization on warrants and loss from change in fair value of the Warrants charged to the Company’s results of operation, if any, and if and to the extent previously subtracted in the calculation of After Tax Net Income in accordance with GAAP). The Company’s After Tax Net Income for the fiscal year ending December 31, 2010 (“FY10”) and the fiscal year ending December 31, 2011 (“FY11”) shall also be increased by any cash and non-cash charges related to the Share Exchange Agreement dated April 14, 2010, by and among Dragon, Leewell, the sole shareholder of Leewell and such shareholder’s sole shareholder, and this Offering, including but not limited to the following: attorney’s fees, professional fees, consulting fees, EDGAR filing fees, auditing fees and any liquidated damages pursuant to Section 8.1 of the Subscription Agreement. Notwithstanding the foregoing or anything else to the contrary herein, for purposes of determining whether or not any of the Performance Thresholds (as defined below) have been met, the release of any of the Escrow Shares to the Make Good Shareholder as a result of the operation of this Section 5 and any related expense recorded under GAAP, shall not be deemed to be an expense, charge, or any other deduction from revenues even though GAAP may require contrary treatment or the annual report for the respective fiscal years filed with the Securities and Exchange Commission by the Company may report otherwise. For purposes hereof, “Earnings Per Share” shall mean the Company’s After Tax Net Income (for the relevant fiscal year) divided by the weighted average number of Ordinary Shares of the Company outstanding at the end of the calculation period, adjusted for any stock splits, stock combinations, stock dividends or similar transactions, and for shares issued in any offerings or pursuant to the exercise of any warrants, options, or other securities issued by the Company during or prior to the calculation period and calculated on a fully diluted basis.

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                      5.2      The Company has established the following financial performance thresholds (each a “Performance Threshold” and collectively, the “Performance Thresholds”): (i) $40,000,000 of After Tax Net Income for FY10 (the “FY10 ATNI Threshold”) and $1.13 Earnings Per Share for FY10 (the “2010 EPS”), and (ii) $60,000,000 of After Tax Net Income (the “FY11 ATNI Threshold”) and $1.70 Earnings Per Share for FY11 (the “2011 EPS”). The FY10 ATNI Threshold and FY11 ATNI Threshold are each referred to as an “ATNI Threshold” and the 2010 EPS and the 2011 EPS are each referred to as an “EPS Threshold.” The Company will provide the Investor Representative with its audited financial statements for FY10 and FY11, prepared in accordance with US GAAP, on or before June 30, 2010 and April 30, 2011, respectively (each, a “Due Date”).

                      5.3      If for any one of FY10 or FY11 the Company achieves less than 90% of the applicable ANTI Threshold or EPS Threshold, respectively, then the applicable Performance Threshold will be deemed not to have been achieved and an amount of Escrow Shares equal to the product of (A) the percentage difference between the applicable Performance Threshold and actual performance (if both applicable Performance Thresholds have not been achieved, then the applicable Performance Threshold yielding the greater difference from actual performance shall be used) times (B) the total number of Escrow Shares, shall be forfeited by the Make Good Shareholder and delivered by the Escrow Agent to the Investors (pro rata based on the number of Units purchased by each Investor in the Offering as shown on Exhibit A) in accordance with the procedure set forth in this Section 5.

                      5.4      Within five (5) days of the applicable Due Date, the Investor Representative shall determine if the respective Performance Thresholds have been met (each a “Performance Threshold Determination”). Within five (5) days of the Performance Threshold Determination, the Investor Representative shall notify in writing the Make Good Shareholder and the Company of its determination.

                      5.5      If a Performance Threshold has not been met (“Negative Threshold Determination”), then within five (5) days of such Negative Threshold Determination, the Investor Representative shall provide written instructions to the Escrow Agent (“Instruction letter”), with copies to the Company and the Make Good Shareholder, instructing the Escrow Agent to transfer the applicable portion of Escrow Shares in accordance with the instructions set forth in the Instruction Letter. Within ten (10) business days following actual receipt of the Instruction Letter, the Escrow Agent shall make such delivery to the Investors if no objection is received from the Make Good Shareholder and provided that it has received such certificates from the Company’s transfer agent, evidencing the Investor’s pro rata portion of the Escrow Shares. If any Escrow Shares are distributed to Investors resulting from the Company not attaining either the FY10 ATNI Threshold or the 2010 EPS, the Make Good Shareholder will place an additional amount of Ordinary Shares into the Escrow Account so that the Escrow Shares total 7,500,000 shares.

-3-

                      5.6      If any Escrow Shares remain in the Escrow Account after the Investor Representative has had the opportunity to evaluate whether or not the Company has attained the FY11 ATNI Threshold or the 2011 EPS, then all of the Escrow Shares remaining in the Escrow Account shall be delivered to the Make Good Shareholder, and the Investor Representative shall provide written instructions to the Escrow Agent instructing the Escrow Agent to deliver the Escrow Shares back to the Make Good Shareholder within ten (10) business days following delivery of the financial statements for FY11 to the Investor Representative.

                      5.7      In the event that any Escrow Shares are to be delivered to the Investors pursuant to this Section 5, the Make Good Shareholder and the Company shall use its best efforts to promptly cause the Escrow Shares to be delivered to the Investors, including causing its transfer agent (including the Escrow Agent) promptly to issue the certificates in the names of the Investors and causing its securities counsel to provide any written instruction required by its transfer agent or the Escrow Agent in a timely manner so that the issuances and delivery contemplated above can be achieved within ten (10) business days following delivery of the applicable financial statements to the Investor Representative.

                      The Escrow Agent shall not take any action which could impair Investors’ rights in the Escrow Shares. The Escrow Agent shall not sell, transfer, assign or otherwise dispose of (by operation of law or otherwise) or grant any option with respect to any Escrow Shares prior to the termination of this Agreement.

                      5.8      Notwithstanding anything to the contrary herein, those Investors that became holders of Ordinary Shares pursuant to the Offering shall be entitled to their pro rata portion of the Escrow Shares at the time of any distribution of Escrow Shares, regardless of whether they have subsequently transferred their Ordinary Shares; provided, however, if an Investor has entered into a written agreement evidencing such Investor’s transfer and assignment of all its rights and obligations under this Agreement, and has provided written notice to the Company, Investor Representative, and the Escrow Agent of such transfer in accordance with Section 12 below (a “Notice of Transfer”), then in the event that any Escrow Shares are to be delivered to the Investors in accordance with this Section 5, the Company shall direct its transfer agent to issue the certificates in the names of the transferee(s) and the Escrow Shares shall be delivered by the Escrow Agent to the transferee(s) as set forth in the Investor’s Notice of Transfer.

          6.        Duration. This Agreement shall terminate on the distribution of all the Escrow Shares in accordance with Section 5 above.

          7.        Interpleader. Should any controversy arise among the parties hereto with respect to this Agreement or with respect to the right to receive the Escrow Shares, the Escrow Agent shall have the right to consult counsel and/or to institute an appropriate interpleader action to determine the rights of the parties. The Escrow Agent is also hereby authorized to institute an appropriate interpleader action upon receipt of a written letter of direction executed by the parties so directing Escrow Agent. If the Escrow Agent is directed to institute an appropriate interpleader action, it shall institute such action not prior to thirty (30) days after receipt of such letter of direction and not later than sixty (60) days after such date. Any interpleader action instituted in accordance with this Section 7 shall be filed in any court of competent jurisdiction in New York, New York, and the Escrow Shares in dispute shall be deposited with the court and in such event Escrow Agent shall be relieved of and discharged from any and all obligations and liabilities under and pursuant to this Agreement with respect to the Escrow Shares.

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          8.        Exculpation and Indemnification of Escrow Agent.

                      8.1      The Escrow Agent acts under this Agreement as a depositary only and is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of the escrow, or any part thereof, or for the form or execution of any notice given by any other party hereunder, or for the identity or authority of any person executing any such notice. The Escrow Agent will have no duties or responsibilities other than those expressly set forth herein. The Escrow Agent will be under no liability to anyone by reason of any failure on the part of any party hereto (other than the Escrow Agent) or any maker, endorser or other signatory of any document to perform such person’s or entity’s obligations hereunder or under any such document. Except for this Agreement and instructions to the Escrow Agent pursuant to the terms of this Agreement, the Escrow Agent will not be obligated to recognize any agreement between or among any or all of the persons or entities referred to herein, notwithstanding its knowledge thereof. The Escrow Agent shall not be required to expend or risk any of its own funds or otherwise incur any liability, financial or otherwise, in the performance of any of its duties hereunder.

                      8.2      The Escrow Agent will not be liable for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the exercise of its own best judgment, and may rely conclusively on, and will be protected in acting upon, any order, notice, demand, certificate, or opinion or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is reasonably believed by Escrow Agent to be genuine and to be signed or presented by the proper person or persons. The duties and responsibilities of the Escrow Agent hereunder shall be determined solely by the express provisions of this Agreement and no other or further duties or responsibilities shall be implied, including, but not limited to, any obligation under or imposed by any laws of the State of New York upon fiduciaries.

                      8.3      The Company and the Make Good Shareholder, jointly and severally, hereby indemnify and hold harmless, the Escrow Agent by from and against any expenses, including reasonable attorneys’ fees and disbursements, damages or losses suffered by the Escrow Agent in connection with any claim or demand, which, in any way, directly or indirectly, arises out of or relates to this Agreement or the services of Escrow Agent hereunder; except, that if the Escrow Agent is guilty of willful misconduct, fraud or gross negligence under this Agreement, then the Escrow Agent will bear all losses, damages and expenses arising as a result of such willful misconduct, fraud or gross negligence. Promptly after the receipt by the Escrow Agent of notice of any such demand or claim or the commencement of any action, suit or proceeding relating to such demand or claim, the Escrow Agent will notify the other parties hereto in writing. For the purposes hereof, the terms “expense” and “loss” will include all amounts paid or payable to satisfy any such claim or demand, or in settlement of any such claim, demand, action, suit or proceeding settled with the express written consent of the parties hereto, and all costs and expenses, including, but not limited to, reasonable attorneys’ fees and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit or proceeding. The provisions of this Section 8.3 shall survive the termination of this Agreement.

                      8.4      If at any time the Escrow Agent is served with any judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process which in any way affects the Escrow Shares (including but not limited to orders of attachment or garnishment or other forms of levies or injunctions or stays relating to the transfer of the Escrow Shares ) (an “Order”), the Escrow Agent is authorized to comply therewith in any manner it or legal counsel of its own choosing deems appropriate, provided, that the Escrow Agent shall immediately provide notice to the Company, the Placement Agent, and the Investor Representative of such Order, and, to the extent permitted under the Order, shall defer compliance with the Order until the Company, the Placement Agent, and the Investor Representative have had an opportunity to dispute, appeal, or otherwise challenge such Order. If the Escrow Agent complies with any such Order after complying with all other requirements under this Section 8.4, Escrow Agent shall not be liable to any of the parties hereto or to any other person or entity even though such Order may be subsequently modified or vacated or otherwise determined to have been without legal force or effect.

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                      8.5      The Escrow Agent shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Escrow Agent (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism, or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility), except to the extent that it failed to act reasonably to avoid or restrict the effect of any such occurrence on its duties, obligations, and responsibilities hereunder.

                      8.6      The Escrow Agent shall not be called upon to advise any party as to the wisdom in selling or retaining or taking or refraining from any action with respect to any securities or other property deposited hereunder.

                      8.7      When the Escrow Agent acts on any information, instructions, communications (including, but not limited to, communications with respect to the delivery of securities or the wire transfer of funds) sent by telex, facsimile, email or other form of electronic or data transmission, the Escrow Agent, absent gross negligence, shall not be responsible or liable in the event such communication is not an authorized or authentic communication (whether due to fraud, distortion or otherwise). In the event of any ambiguity or uncertainty hereunder or in any notice, instruction or other communication received by the Escrow Agent hereunder, the Escrow Agent may, in its sole discretion, refrain from taking any action other than to retain possession of the Escrow Shares, unless the Escrow Agent receives written instructions, signed by the Investor Representative and Make Good Shareholder which eliminates such ambiguity or uncertainty.

                      8.8      The Escrow Agent does not have any interest in the Escrow Shares deposited hereunder but is serving as escrow holder only and having only possession thereof. The Company shall pay or reimburse the Escrow Agent upon request for any transfer taxes or other taxes relating to the Escrow Shares that are incurred and are required to be incurred pursuant to the terms and provisions of this Agreement and shall indemnify and hold harmless the Escrow Agent from any amounts that it is obligated to pay in the way of such taxes. Any payments of income from this Escrow Account shall be subject to withholding regulations then in force with respect to United States taxes. The Company will provide the Escrow Agent with appropriate W-9 forms for tax identification number certifications, or W-8 forms for non-resident alien certifications. It is understood that the Escrow Agent shall only be responsible for income reporting with respect to income earned on the Escrow Shares and will not be responsible for any other reporting. This paragraph shall survive notwithstanding any termination of this Agreement or the resignation or removal of the Escrow Agent.

                      8.9      Escrow Agent may generally engage in any kind of business with the Company, the Investor Representative, the Make Good Shareholder or any participant in the Offering or any subsidiary or affiliate thereof as if it had not entered into this Agreement or any other agreement with them. Escrow Agent and its affiliates and their officers, directors, employees, and agents (including legal counsel) may now or hereafter be engaged in one or more transactions with the Company, the Investor Representative, the Make Good Shareholder or any participant in the Offering or any subsidiary or affiliate thereof or may act as trustee, agent or representative of either the foregoing parties or otherwise be engaged in other transactions with such parties (collectively, the “Other Activities”). Without limiting the foregoing, Escrow Agent and its affiliates and their officers, directors, employees, and agents (including legal counsel) shall not be responsible to account to the Company, the Investor Representative, the Make Good Shareholder or any participant in the Offering or any subsidiary or affiliate thereof for such Other Activities.

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          9.        Fees and Expenses. The Escrow Agent shall be entitled to payment of the following fees for the services rendered hereunder:

                      9.1      Documentation Fee. The Company shall pay a $2,500 documentation fee to the Escrow Agent on the Closing Date.

                      9.2      Delivery Fee. The Company shall pay a fee of $500 to the Escrow Agent each time during the term of the Agreement in which the Escrow Agent delivers any of the Escrow Shares.

In addition, the Company agrees to pay the Escrow Agent’s costs and expenses including reasonable attorney’s fees in the event of any dispute or litigation threatened or commenced which requires the Escrow Agent in its opinion to refer such matter to its attorneys and all wire fees, packaging and postal fees and expenses (including FedEx). Escrow Agent will incur no liability for any delay reasonably required to obtain such advice of counsel.

          10.      Resignation of Escrow Agent. At any time, upon ten (10) days’ written notice to the Company, Investor Representative and the Make Good Shareholder, the Escrow Agent may resign and be discharged from its duties as escrow agent hereunder. As soon as practicable after its resignation, the Escrow Agent will promptly turn over to a successor escrow agent appointed by the Company the Escrow Shares held hereunder upon presentation of a document appointing the new escrow agent and evidencing its acceptance thereof. If, by the end of the 10-day period following the giving of notice of resignation by the Escrow Agent, the Company shall have failed to appoint a successor escrow agent, the Escrow Agent may interplead the Escrow Shares into the registry of any court having jurisdiction.

          11.      Records. The Escrow Agent shall maintain accurate records of all transactions hereunder. Promptly after the termination of this Agreement or as may reasonably be requested by the parties hereto from time to time before such termination, the Escrow Agent shall provide the parties hereto, as the case may be, with a complete copy of such records, certified by the Escrow Agent to be a complete and accurate account of all such transactions. The authorized representatives of each of the parties hereto shall have access to such books and records at all reasonable times during normal business hours upon reasonable notice to the Escrow Agent.

          12.      Notice. All notices, communications and instructions required or desired to be given under this Agreement must be in writing and shall be deemed to be duly given if sent by registered or certified mail, return receipt requested, or overnight courier to the following addresses:

                      If to Escrow Agent:

Collateral Agents, LLC
111 West 57th Street, Suite 1416
New York, NY 10019
Attn: General Counsel
Fax: (212) 245-9101

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                 If to the Company or the Make Good Shareholder:

Dragon Acquisition Corporation
Shandong Motorway Building
29 Miaoling Road
Qingdao 266000
People’s Republic of China

                 With copies to:

Pillsbury Winthrop Shaw Pittman LLP
2300 N Street NW
Washington, D.C. 20037
Facsimile: 202.663.8007
Attn.: Louis A. Bevilacqua, Esq.

                 If to the Investor Representative:

Access America Investments, LLC
11200 Westheimer Rd., Suite 508
Houston, Texas 77042
Attention: Christopher Efird, President

or to such other address and to the attention of such other person as any of the above may have furnished to the other parties in writing and delivered in accordance with the provisions set forth above.

          13.      Execution in Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile execution and delivery of this Agreement is legal, valid and binding for all purposes.

          14.      Assignment and Modification. This Agreement and the rights and obligations hereunder of the Company may be assigned by the Company only following the prior written consent of Investors holding a majority of the Units issued at Closing under the Subscription Agreement. This Agreement and the rights and obligations hereunder of the Escrow Agent may be assigned by the Escrow Agent only with the prior consent of the Company and the Investor Representative. This Agreement and the rights and obligations hereunder of the Make Good Shareholder may not be assigned by the Make Good Shareholder. Subject to the requirements under federal and state securities laws, an Investor may assign its rights under this Agreement without any consent from any other party. This Agreement may not be changed orally or modified, amended or supplemented without an express written agreement executed by the Escrow Agent, the Company, the Make Good Shareholder and the Investor Representative (upon consent of the Investors holding a majority of the Units issued at Closing under the Subscription Agreement. This Agreement is binding upon and intended to be for the sole benefit of the parties hereto and their respective successors, heirs and permitted assigns, and none of the provisions of this Agreement are intended to be, nor shall they be construed to be, for the benefit of any third person. No portion of the Escrow Shares shall be subject to interference or control by any creditor of any party hereto, or be subject to being taken or reached by any legal or equitable process in satisfaction of any debt or other liability of any such party hereto prior to the disbursement thereof to such party hereto in accordance with the provisions of this Agreement.

          15.      Applicable Law. This Agreement shall be governed by and construed with the laws of the State of New York applicable to contracts made and to be performed therein. Any litigation concerning the subject matter of this Agreement shall be exclusively prosecuted in the state or federal courts located in New York, New York, and all parties consent to the excusive jurisdiction and venue of those courts.

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          16.      Headings. The headings contained in this Agreement are for convenience of reference only and shall not affect the construction of this Agreement.

          17.      Merger or Consolidation. Any corporation or association into which the Escrow Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer all or substantially all of its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which the Escrow Agent is a party, shall be and become the successor escrow agent under this Agreement and shall have and succeed to the rights, powers, duties, immunities and privileges as its predecessor, without the execution or filing of any instrument or paper or the performance of any further act.

          18.      Attorneys’ Fees. If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees from the other party (unless such other party is the Escrow Agent), which fees may be set by the court in the trial of such action or may be enforced in a separate action brought for that purpose, and which fees shall be in addition to any other relief that may be awarded.

[Signature Page Follows]

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          IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and year first above written.

ESCROW AGENT:
COLLATERAL AGENTS, LLC
By:	/s/ Seth Fishman
	Name: Seth Fishman
	Title: President
COMPANY:
DRAGON ACQUISITION CORPORATION
By:	/s/ Yang Chen
	Name: Yang Chen
	Title: Chief Financial Officer
INVESTOR REPRESENTATIVE:
ACCESS AMERICA INVESTMENTS, LLC
By:	/s/ Christopher Efird
	Name: Christopher Efird
	Title: President
MAKE GOOD SHAREHOLDER:
LONGHAI HOLDINGS COMPANY LIMITED
By:	/s/ Antoine Cheng
	Name: Antoine Cheng
	Title: Director

[Signature Page to Make Good Escrow Agreement]

EXHIBIT A

INVESTORS

Investor’s Legal Name	Investment Amount	Number of Units
Access America Fund, LP	$1,500,000	375,000
Taylor International Fund, Ltd.	$1,500,000	375,000
Hua-Mei 21st Century Partners, LP	$1,900,000	475,000
Guerrilla Partners, LP	$1,100,000	275,000
Jayhawk Private Equity Fund II, L.P.	$3,000,000	750,000
Straus Partners, L.P.	$500,000	125,000
New York Liberty Fund LLC	$200,000	50,000
Trillion Growth China LP	$500,000	125,000
Paragon Capital LP	$300,000	75,000
Equity Trust Company Custodian FBO Thomas G. Berlin IRA	$250,000	62,500
DNST Properties, LLC	$200,000	50,000
Dr. Deborah Tekdogan	$10,400	2,600
Mary Beth Shea	$52,000	13,000
Thomas E. Nolan Living Trust	$20,800	5,200
Robert C. Stendel	$15,600	3,900
J&S Spitzer Family LLC	$50,000	12,500
TOTALS	$11,098,800	2,774,700

EX-10.3

Exhibit 10.3

HOLDBACK ESCROW AGREEMENT

          This ESCROW AGREEMENT (the “Agreement”) is made as of April 14, 2010 by and among Dragon Acquisition Corporation, a Cayman Islands company (the “Company”), with its address at Shandong Motorway Building, 29 Miaoling Road, Qingdao 266000, People’s Republic of China, Collateral Agents, LLC, a New York limited liability company, with its address at 111 West 57^th Street, Suite 1416, New York, New York 10019 (the “Escrow Agent”), Brean Murray, Carret & Co., LLC (the “Placement Agent”) and Access America Investments, LLC (the “Investor Representative”). All capitalized terms used in this Agreement and not otherwise defined herein shall have the respective meanings assigned them in the Subscription Agreement, between the Company and each investor signatory thereto (collectively, the “Investors”), dated April 14, 2010 (the “Subscription Agreement”).

W I T N E S S E T H:

          WHEREAS, the Company is selling investment units (“Units”), each Unit consisting of (i) one (1) share of the Company’s 6% Convertible Preference Shares, par value $0.002112 per share, convertible into one (1) share of the Company’s ordinary shares, par value $0.002112 per share (the “Ordinary Shares”), and (ii) one (1) warrant to purchase one-half of one of the Ordinary Shares, at a per share exercise price of $6.00 (or two half-shares for $3.00 each), for aggregate gross proceeds of a minimum of $15,000,000 (or a lower amount at the discretion of the Company and the Placement Agent) and up to a maximum of $20,000,000 (the “Offering”), in reliance upon an exemption from securities registration afforded by Regulation D and/or Regulation S as promulgated under the Securities Act of 1933, as amended (the “Securities Act”) and Section 4(2) of the Securities Act;

          WHEREAS, such Offering is in connection with the combination (the “Combination”) of the Company and Leewell Investment Group Limited, a Hong Kong company (“Leewell”). The closing of the Combination is conditioned upon all of the conditions of the Offering being met, and the Offering is conditioned upon the closing of the Combination (the “Closing”). Leewell owns 100% of the issued and outstanding capital stock of Qingdao Oumei Real Estate Development Co., Ltd. (“Qingdao Oumei”), a company incorporated under the laws of the People’s Republic of China (“China” or the “PRC”). Pursuant to the Combination, Leewell and Qingdao Oumei will become wholly-owned subsidiaries of the Company;

          WHEREAS, the Company proposes to establish an escrow account (the “Escrow Account”), which shall include (1) twenty percent (20%) of the Offering proceeds (the “20% Holdback”), with one half of the 20% Holdback as the New Board (as defined below) holdback described in Section 4.1 hereof (the “New Board Holdback”), and the other half of the 20% Holdback as the Chief Financial Officer holdback described in Section 4.2 hereof (the “CFO Holdback”), and (2) $1,000,000 of the Offering proceeds (the “Public Company Holdback,” and together with the 20% Holdback, the “Escrow Amount”) as the Public Company holdback described in Section 4.3 hereof, to be held in escrow, and administered and distributed in accordance with Section 4 of this Agreement; and the Escrow Agent is willing to establish the Escrow Account on the terms and subject to the conditions hereinafter set forth; and

          WHEREAS, the Investors have appointed the Investor Representative as such Investors’ representative to act on their collective behalf with respect to this Agreement and all amendments thereto.

          NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereto hereby agree as follows:

          1.        Appointment of Escrow Agent. The Company, Placement Agent and Investor Representative hereby appoint the Escrow Agent as escrow agent to act in accordance with the terms and conditions set forth in this Agreement, and the Escrow Agent hereby accepts such appointment and agrees to establish the Bank Account (as defined below) on the terms and subject to the conditions hereinafter set forth.

          2.        Establishment of the Bank Account. The Escrow Agent shall establish an interest-bearing bank account at the branch of the bank selected by the Escrow Agent (the “Bank Account”). The purpose of the Bank Account is for (a) the deposit of the Escrow Amount by the Company, and (b) the disbursement of collected funds, all as described herein.

          3.        Delivery of the Escrow Amount. The Company hereby directs the Escrow Agent to receive the Escrow Amount to be transferred to it at the Closing and hold and disburse it as provided in this Agreement. The Escrow Amount shall be held by the Escrow Agent in the Bank Account as follows:

Account Name: Dragon Acquisition Corporation
Account Number: 664685234
Bank Name: HSBC BANK USA, N.A.
Bank Address: 9201 3rd Ave, Brooklyn, NY 11209
ABA Number: 021001088
Swift Number: MRMDUS 33

          4.        Disbursements from the Bank Account.

                      4.1        Pursuant to Section 5.3 of the Subscription Agreement, no later than three (3) months after the Closing of the Offering (the “Nomination Period”), the Company shall nominate and effectuate the nomination of a five (5) member Board of Directors, of which a majority shall be independent (as the term is defined for Securities and Exchange Commission purposes and NASDAQ rules and regulations) (the “New Board”). As soon as the Company nominates and effectuates the nomination of the New Board, the Investor Representative and Placement Agent shall execute and deliver to the Escrow Agent written instructions to release the New Board Holdback to the Company (“Instructions to Release New Board Holdback”). Within one (1) business day following its receipt of Instructions to Release New Board Holdback (with wire instructions attached), the Escrow Agent shall distribute the New Board Holdback in accordance with such written instructions.

                      4.2        Pursuant to Section 5.4 of the Subscription Agreement, during the Nomination Period, the Company shall employ an English-speaking Chief Financial Officer who shall have experience with financial reporting companies under the Sarbanes-Oxley Act of 2002 and other federal or state securities laws and shall also meet the approval, which shall not be unreasonably withheld, and requirements of the Placement Agent and the Investor Representative (a “Qualified CFO”). To secure the hiring of a Qualified CFO, the Company has agreed that the Escrow Amount be held in the Escrow Account until a Qualified CFO has been appointed. Upon the Company’s appointment of a Qualified CFO, the Investor Representative and Placement Agent shall execute and deliver to the Escrow Agent written instructions to release the CFO Holdback to the Company (“Instructions to Release CFO Holdback”). Within one (1) Business Day following its receipt of Instructions to Release CFO Holdback (with wire instructions attached), the Escrow Agent shall distribute the CFO Holdback in accordance with such written instructions.

                      4.3        Pursuant to Section 5.12 of the Subscription Agreement, the Public Company Holdback shall be used in payment of fees and expenses related to becoming a public company. The Escrow Agent shall release the Public Company Holdback in incremental amounts pursuant to written instructions provided to it by the Company. The Escrow Agent shall provide notice to the Placement Agent of all disbursements made pursuant to this section every month after the date of this Agreement within five (5) business days after the end of each such monthly reporting period. The maximum disbursement per month shall be $100,000, and the minimum disbursement per disbursement request shall be the greater of $50,000 or the funds remaining in the Bank Account at the time of the disbursement request, except that the Escrow Agent shall fulfill any disbursement request made pursuant to joint written instructions from the Company and the Placement Agent to the extent that a sufficient amount of the Public Company Holdback that is not otherwise subject to another disbursement request made pursuant to this section remains in the Bank Account.

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If the entire Escrow Amount is not disbursed within two (2) years from the date hereof, the balance of the Escrow Amount shall be returned to the Company. Under no circumstances shall the Escrow Amount be disbursed to anyone other than the Company unless the Company provides written instructions to such effect.

          5.        Interpleader. Should any controversy arise among the parties hereto with respect to this Agreement or with respect to the right to receive the Escrow Amount, the Escrow Agent shall have the right to consult counsel and/or to institute an appropriate interpleader action to determine the rights of the parties. The Escrow Agent is also hereby authorized to institute an appropriate interpleader action upon receipt of a written letter of direction executed by the parties so directing Escrow Agent. If the Escrow Agent is directed to institute an appropriate interpleader action, it shall institute such action not prior to thirty (30) days after receipt of such letter of direction and not later than sixty (60) days after such date. Any interpleader action instituted in accordance with this Section 5 shall be filed in any court of competent jurisdiction in New York, New York, and the Escrow Amount in dispute shall be deposited with the court and in such event Escrow Agent shall be relieved of and discharged from any and all obligations and liabilities under and pursuant to this Agreement with respect to the Escrow Amount.

          6.        Exculpation and Indemnification of Escrow Agent.

                      6.1        The Escrow Agent is not a party to, and is not bound by or charged with notice of any agreement out of which this escrow may arise. The Escrow Agent acts under this Agreement as a depositary only and is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of the escrow, or any part thereof, or for the form or execution of any notice given by any other party hereunder, or for the identity or authority of any person executing any such notice. The Escrow Agent will have no duties or responsibilities other than those expressly set forth in this Agreement. The Escrow Agent will be under no liability to anyone by reason of any failure on the part of any party hereto (other than the Escrow Agent) or any maker, endorser or other signatory of any document to perform such person’s or entity’s obligations hereunder or under any such document. Except for this Agreement and instructions to the Escrow Agent pursuant to the terms of this Agreement, the Escrow Agent will not be obligated to recognize any agreement between or among any or all of the persons or entities referred to herein, notwithstanding its knowledge thereof. The Escrow Agent shall not be required to expend or risk any of its own funds or otherwise incur any liability, financial or otherwise, in the performance of any of its duties hereunder.

                      6.2        The Escrow Agent will not be liable for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the exercise of its own best judgment, and may rely conclusively on, and will be protected in acting upon, any order, notice, demand, certificate, or opinion or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is reasonably believed by Escrow Agent to be genuine and to be signed or presented by the proper person or persons. The duties and responsibilities of the Escrow Agent hereunder shall be determined solely by the express provisions of this Agreement and no other or further duties or responsibilities shall be implied, including, but not limited to, any obligation under or imposed by any laws of the State of New York upon fiduciaries.

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                      6.3        The Escrow Agent will be indemnified and held harmless by the Company from and against any expenses, including reasonable attorneys’ fees and disbursements, damages or losses suffered by the Escrow Agent in connection with any claim or demand, which, in any way, directly or indirectly, arises out of or relates to this Agreement or the services of Escrow Agent hereunder; except, that if the Escrow Agent is guilty of willful misconduct, fraud or gross negligence under this Agreement, then the Escrow Agent will bear all losses, damages and expenses arising as a result of such willful misconduct, fraud or gross negligence. Promptly after the receipt by the Escrow Agent of notice of any such demand or claim or the commencement of any action, suit or proceeding relating to such demand or claim, the Escrow Agent will notify the other parties hereto in writing. For the purposes hereof, the terms “expense” and “loss” will include all amounts paid or payable to satisfy any such claim or demand, or in settlement of any such claim, demand, action, suit or proceeding settled with the express written consent of the parties hereto, and all costs and expenses, including, but not limited to, reasonable attorneys’ fees and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit or proceeding. The provisions of this Section 6.3 shall survive the termination of this Agreement.

                      6.4        If at any time the Escrow Agent is served with any judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process which in any way affects the Escrow Amount (including but not limited to orders of attachment or garnishment or other forms of levies or injunctions or stays relating to the transfer of the Escrow Amount) (an “Order”), the Escrow Agent is authorized to comply therewith in any manner it or legal counsel of its own choosing deems appropriate, provided, that the Escrow Agent shall immediately provide notice to the Company, the Placement Agent, and the Investor Representative of such Order, and, to the extent permitted under the Order, shall defer compliance with the Order until the Company, the Placement Agent, and the Investor Representative have had an opportunity to dispute, appeal, or otherwise challenge such Order. If the Escrow Agent complies with any such Order after complying with all other requirements under this Section 6.4, Escrow Agent shall not be liable to any of the parties hereto or to any other person or entity even though such Order may be subsequently modified or vacated or otherwise determined to have been without legal force or effect.

                      6.5        The Escrow Agent shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Escrow Agent (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism, or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility), except to the extent that it failed to act reasonably to avoid or restrict the effect of any such occurrence on its duties, obligations, and responsibilities hereunder.

                      6.6        The Escrow Agent shall not be called upon to advise any party as to the wisdom in selling or retaining or taking or refraining from any action with respect to any securities or other property deposited hereunder.

                      6.7        The Escrow Agent shall not be under any duty to give the Escrow Account held by it hereunder any greater degree of care than it gives its own similar property.

                      6.8        When the Escrow Agent acts on any information, instructions, communications, (including, but not limited to, communications with respect to the delivery of securities or the wire transfer of funds) sent by telex, facsimile, email or other form of electronic or data transmission, the Escrow Agent, absent gross negligence, shall not be responsible or liable in the event such communication is not an authorized or authentic communication (whether due to fraud, distortion or otherwise). In the event of any ambiguity or uncertainty hereunder or in any notice, instruction or other communication received by the Escrow Agent hereunder, the Escrow Agent may, in its sole discretion, refrain from taking any action other than to retain possession of the Escrow Amount, unless the Escrow Agent receives written instructions, signed by the Investor Representative and Placement Agent which eliminates such ambiguity or uncertainty.

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                      6.9        The Escrow Agent does not have any interest in the Escrow Amount deposited hereunder but is serving as escrow holder only and having only possession thereof. The Company shall pay or reimburse the Escrow Agent upon request for any transfer taxes or other taxes relating to the Escrow Amount incurred in connection herewith and shall indemnify and hold harmless the Escrow Agent from any amounts that it is obligated to pay in the way of such taxes. Any payments of income from this Escrow Account shall be subject to withholding regulations then in force with respect to United States taxes. The Company will provide the Escrow Agent with appropriate W-9 forms for tax identification number certifications, or W-8 forms for non-resident alien certifications. It is understood that the Escrow Agent shall only be responsible for income reporting with respect to income earned on the Escrow Amount and will not be responsible for any other reporting. This paragraph shall survive notwithstanding any termination of this Agreement or the resignation or removal of the Escrow Agent.

                      6.10      The Escrow Agent may generally engage in any kind of business with the Company, the Investor Representative, the Placement Agent or any participant in the Offering or any subsidiary or affiliate thereof as if it had not entered into this Agreement or any other agreement with them. Escrow Agent and its affiliates and their officers, directors, employees, and agents (including legal counsel) may now or hereafter be engaged in one or more transactions with the Company, the Investor Representative, the Placement Agent or any participant in the Offering or any subsidiary or affiliate thereof or may act as trustee, agent or representative of either the foregoing parties or otherwise be engaged in other transactions with such parties (collectively, the “Other Activities”). Without limiting the forgoing, Escrow Agent and its affiliates and their officers, directors, employees, and agents (including legal counsel) shall not be responsible to account to the Company, the Investor Representative, the Placement Agent or any participant in the Offering or any subsidiary or affiliate thereof for such Other Activities.

          7.      Fees and Expenses. The Escrow Agent shall be entitled to payment in the amount of $1,500 per year for the services rendered hereunder. In addition, the Company agrees to pay the Escrow Agent’s costs and expenses including reasonable attorney’s fees in the event of any dispute or litigation threatened or commenced which requires the Escrow Agent in its opinion to refer such matter to its attorneys and all wire fees, packaging and postal fees and expenses (including FedEx). Escrow Agent will incur no liability for any delay reasonably required to obtain such advice of counsel.

          8.      Resignation of Escrow Agent. At any time, upon five (5) days’ written notice to the Company, the Escrow Agent may resign and be discharged from its duties as escrow agent hereunder. As soon as practicable after its resignation, the Escrow Agent will promptly turn over to a successor escrow agent appointed by the Company the Escrow Amount held hereunder upon presentation of a document appointing the new escrow agent and evidencing its acceptance thereof. If, by the end of the 5-day period following the giving of notice of resignation by the Escrow Agent, the Company shall have failed to appoint a successor escrow agent, the Escrow Agent may interplead the Escrow Amount into the registry of any court having jurisdiction.

          9.      Records. The Escrow Agent shall maintain accurate records of all transactions hereunder. Promptly after the termination of this Agreement or as may reasonably be requested by the parties hereto from time to time before such termination, the Escrow Agent shall provide the parties hereto, as the case may be, with a complete copy of such records, certified by the Escrow Agent to be a complete and accurate account of all such transactions. The authorized representatives of each of the parties hereto shall have access to such books and records at all reasonable times during normal business hours upon reasonable notice to the Escrow Agent.

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          10.      Notice. All notices, communications and instructions required or desired to be given under this Agreement must be in writing and shall be deemed to be duly given if sent by registered or certified mail, return receipt requested, or overnight courier to the following addresses:

                     If to Escrow Agent:

Collateral Agents, LLC
111 West 57th Street, Suite 1416
New York, NY 10019
Attn: General Counsel
Fax: (212) 245-9101

                     If to the Company:

Dragon Acquisition Corporation
Shandong Motorway Building
29 Miaoling Road
Qingdao 266000
People’s Republic of China

                     With copies (which shall not constitute notice) to:

Pillsbury Winthrop Shaw Pittman LLP
2300 N Street NW
Washington, D.C. 20037
Facsimile: 202.663.8007
Attn.: Louis A. Bevilacqua, Esq.

                     If to the Investor Representative:

Access America Investments, LLC
11200 Westheimer Rd., Suite 508
Houston, Texas 77042
Attention: Christopher Efird, President

                If to the Placement Agent:

Brean Murray, Carret & Co., LLC
570 Lexington Avenue
New York, New York 10022
Attention: Richard L. Serrano

or to such other address and to the attention of such other person as any of the above may have furnished to the other parties in writing and delivered in accordance with the provisions set forth above.

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          11.      Execution in Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile execution and delivery of this Agreement is legal, valid and binding for all purposes.

          12.      Assignment and Modification. This Agreement and the rights and obligations hereunder of any of the parties hereto may not be assigned without the prior written consent of the other parties hereto. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of each of the parties hereto and their respective successors and permitted assigns. No other person will acquire or have any rights under, or by virtue of, this Agreement. No portion of the Escrow Amount shall be subject to interference or control by any creditor of any party hereto, or be subject to being taken or reached by any legal or equitable process in satisfaction of any debt or other liability of any such party hereto prior to the disbursement thereof to such party hereto in accordance with the provisions of this Agreement. This Agreement may be changed or modified only in writing signed by all of the parties hereto. No waiver of any right or remedy hereunder shall be valid unless the same shall be in writing and signed by the party giving such waiver. No waiver by any party with respect to any condition, default or breach of covenant hereunder shall be deemed to extend to any prior or subsequent condition, default or breach of covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

          13.      Applicable Law. This Agreement shall be governed by and construed with the laws of the State of New York applicable to contracts made and to be performed therein. Any litigation concerning the subject matter of this Agreement shall be exclusively prosecuted in the state or federal courts located in New York, New York, and all parties consent to the exclusive jurisdiction and venue of those courts.

          14.      Headings. The headings contained in this Agreement are for convenience of reference only and shall not affect the construction of this Agreement.

          15.      Attorneys’ Fees. If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees from the other party (unless such other party is the Escrow Agent), which fees may be set by the court in the trial of such action or may be enforced in a separate action brought for that purpose, and which fees shall be in addition to any other relief that may be awarded.

[Signature Page Follows]

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          IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and year first above written.

ESCROW AGENT:
COLLATERAL AGENTS, LLC
By:	/s/ Seth Fishman
	Name: Seth Fishman
	Title: President
COMPANY:
DRAGON ACQUISITION CORPORATION
By:	/s/ Yang Chen
	Name: Yang Chen
	Title: Chief Financial Officer
INVESTOR REPRESENTATIVE:
ACCESS AMERICA INVESTMENTS, LLC
By:	/s/ Christopher Efird
	Name: Christopher Efird
	Title: President
PLACEMENT AGENT:
BREAN MURRAY, CARRET & CO., LLC
By:	/s/ Richard L. Serrano
	Name: Richard L. Serrano
	Title: Managing Director

[Signature Page to Holdback Escrow Agreement]

EX-10.4

Exhibit 10.4

INVESTOR RELATIONS ESCROW AGREEMENT

          This INVESTOR RELATIONS ESCROW AGREEMENT (this “Agreement”) is made as of April 14, 2010 by and among Dragon Acquisition Corporation, a Cayman Islands company (the “Company”) with its address at Shandong Motorway Building, 29 Miaoling Road, Qingdao 266000, People’s Republic of China, Collateral Agents, LLC, a New York limited liability company, with its address at 111 West 57^th Street, Suite 1416, New York, New York 10019 (the “Escrow Agent”), Brean Murray, Carret & Co., LLC (the “Placement Agent”) and Access America Investments, LLC (the “Investor Representative”). All capitalized terms used in this Agreement and not otherwise defined herein shall have the respective meanings assigned them in the Subscription Agreement, between the Company and each investor signatory thereto (collectively, the “Investors”), dated April 14, 2010.

W I T N E S E T H:

          WHEREAS, the Company is offering to the Investors, on a “best efforts” basis, investment units (“Units”), each Unit consisting of (i) one (1) of the Company’s 6% Convertible Preference Shares, par value $0.002112 per share, convertible into one of the Company’s ordinary shares, par value $0.002112 per share (the “Ordinary Shares”) and (ii) one (1) warrant to purchase one-half of one of the Ordinary Shares, at a per share exercise price of $6.00 (or two half-shares for $3.00 each) , for aggregate gross proceeds of a minimum of $15,000,000 (or a lower amount at the discretion of the Company and the Placement Agent) and up to a maximum of $20,000,000 (the “Offering”), in reliance upon an exemption from securities registration afforded by Regulation D and/or Regulation S as promulgated under the Securities Act of 1933, as amended (the “Securities Act”) and Section 4(2) of the Securities Act;

          WHEREAS, such Offering is in connection with the combination (the “Combination”) of the Company and Leewell Investment Group Limited, a Hong Kong company (“Leewell”). The closing of the Combination is conditioned upon all of the conditions of the Offering being met, and the Offering is conditioned upon the closing of the Combination (the “Closing”). Leewell owns 100% of the issued and outstanding capital stock of Qingdao Oumei Real Estate Development Co., Ltd. (“Qingdao Oumei”), a company incorporated under the laws of the People’s Republic of China (“China” or the “PRC”). Pursuant to the Combination, Leewell and Qingdao Oumei will become wholly-owned subsidiaries of the Company.

          WHEREAS, the Company proposes to establish an escrow account (the “Escrow Account”), which shall include One Hundred Twenty Thousand Dollars ($120,000) of the Offering proceeds to be used for investor relations fees (the “IR Escrow Amount”); and the Escrow Agent is willing to establish the Escrow Account on the terms and subject to the conditions hereinafter set forth; and

          WHEREAS, the Investors have appointed the Investor Representative to act on their collective behalf with respect to this Agreement and all amendments thereto.

          NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereto hereby agree as follows:

          1.        Appointment of Escrow Agent. The Company and Investor Representative hereby appoint Escrow Agent as escrow agent to act in accordance with the terms and conditions set forth in this Agreement, and the Escrow Agent hereby accepts such appointment and agrees to establish the Bank Account (as defined below) on the terms and subject to the conditions hereinafter set forth.

          2.        Establishment of the Bank Account. The Escrow Agent shall establish an interest-bearing bank account at the branch of the bank selected by the Escrow Agent (heretofore defined as the “Bank Account”). The purpose of the Bank Account is for (a) the deposit of the IR Escrow Amount by the Company, and (b) the disbursement of collected funds, all as described herein.

          3.        Delivery of the Escrow Amount. The Company hereby directs the Escrow Agent to receive the Escrow Amount to be transferred to it at the Closing and hold and disburse it as provided in this Agreement. The Escrow Amount shall be held by the Escrow Agent in the Bank Account as follows:

Account Name: Dragon Acquisition Corporation
Account Number: 664685153
Bank Name: HSBC BANK USA, N.A.
Bank Address: 9201 3rd Ave, Brooklyn, NY 11209
ABA Number: 021001088
Swift Number: MRMDUS 33

          4.        Disbursements from the Bank Account. The Escrow Agent shall release the IR Escrow Amount in incremental amounts pursuant to written instructions provided to it by the Company and Placement Agent to an investor relations firm appointed by the Company subject to the consent by the Investor Representative, which consent it shall not unreasonably withhold. If the entire IR Escrow Amount is not disbursed within two (2) years from the date hereof, the balance of the IR Escrow Amount will be returned to the Company. Under no circumstances shall the Escrow Amount be disbursed to anyone other than the Company unless the Company or the Company’s investor relations firm provides written instructions to such effect.

          5.        Duration. This Agreement shall terminate upon the disbursement of the entire IR Escrow Amount in accordance with Section 4.

          6.        Interpleader. Should any controversy arise among the parties hereto with respect to this Agreement or with respect to the right to receive the Escrow Amount, the Escrow Agent shall have the right to consult counsel and/or to institute an appropriate interpleader action to determine the rights of the parties. The Escrow Agent is also hereby authorized to institute an appropriate interpleader action upon receipt of a written letter of direction executed by the parties so directing Escrow Agent. If the Escrow Agent is directed to institute an appropriate interpleader action, it shall institute such action not prior to thirty (30) days after receipt of such letter of direction and not later than sixty (60) days after such date. Any interpleader action instituted in accordance with this Section 6 shall be filed in any court of competent jurisdiction in New York, New York, and the Escrow Amount in dispute shall be deposited with the court and in such event Escrow Agent shall be relieved of and discharged from any and all obligations and liabilities under and pursuant to this Agreement with respect to the EscrowAmount.

          7.        Exculpation and Indemnification of Escrow Agent.

                    7.1      The Escrow Agent is not a party to, and is not bound by or charged with notice of any agreement out of which this escrow may arise. The Escrow Agent acts under this Agreement as a depositary only and is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of the escrow, or any part thereof, or for the form or execution of any notice given by any other party hereunder, or for the identity or authority of any person executing any such notice. The Escrow Agent will have no duties or responsibilities other than those expressly set forth in this Agreement. The Escrow Agent will be under no liability to anyone by reason of any failure on the part of any party hereto (other than the Escrow Agent) or any maker, endorser or other signatory of any document to perform such person’s or entity’s obligations hereunder or under any such document. Except for this Agreement and instructions to the Escrow Agent pursuant to the terms of this Agreement, the Escrow Agent will not be obligated to recognize any agreement between or among any or all of the persons or entities referred to herein, notwithstanding its knowledge thereof. The Escrow Agent shall not be required to expend or risk any of its own funds or otherwise incur any liability, financial or otherwise, in the performance of any of its duties hereunder.

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                    7.2      The Escrow Agent will not be liable for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the exercise of its own best judgment, and may rely conclusively on, and will be protected in acting upon, any order, notice, demand, certificate, or opinion or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is reasonably believed by Escrow Agent to be genuine and to be signed or presented by the proper person or persons. The duties and responsibilities of the Escrow Agent hereunder shall be determined solely by the express provisions of this Agreement and no other or further duties or responsibilities shall be implied, including, but not limited to, any obligation under or imposed by any laws of the State of New York upon fiduciaries.

                    7.3      The Escrow Agent will be indemnified and held harmless, jointly and severally, by the Company from and against any expenses, including reasonable attorneys’ fees and disbursements, damages or losses suffered by the Escrow Agent in connection with any claim or demand, which, in any way, directly or indirectly, arises out of or relates to this Agreement or the services of Escrow Agent hereunder; except, that if the Escrow Agent is guilty of willful misconduct, fraud or gross negligence under this Agreement, then the Escrow Agent will bear all losses, damages and expenses arising as a result of such willful misconduct, fraud or gross negligence. Promptly after the receipt by the Escrow Agent of notice of any such demand or claim or the commencement of any action, suit or proceeding relating to such demand or claim, the Escrow Agent will notify the other parties hereto in writing. For the purposes hereof, the terms “expense” and “loss” will include all amounts paid or payable to satisfy any such claim or demand, or in settlement of any such claim, demand, action, suit or proceeding settled with the express written consent of the parties hereto, and all costs and expenses, including, but not limited to, reasonable attorneys’ fees and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit or proceeding. The provisions of this Section 7.3 shall survive the termination of this Agreement.

                    7.4      If at any time the Escrow Agent is served with any judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process which in any way affects the Escrow Amount (including but not limited to orders of attachment or garnishment or other forms of levies or injunctions or stays relating to the transfer of the Escrow Amount) (an “Order”), the Escrow Agent is authorized to comply therewith in any manner it or legal counsel of its own choosing deems appropriate, provided, that the Escrow Agent shall immediately provide notice to the Company, the Placement Agent, and the Investor Representative of such Order, and, to the extent permitted under the Order, shall defer compliance with the Order until the Company, the Placement Agent, and the Investor Representative have had an opportunity to dispute, appeal, or otherwise challenge such Order. If the Escrow Agent complies with any such Order after complying with all other requirements under this Section 7.4, Escrow Agent shall not be liable to any of the parties hereto or to any other person or entity even though such Order may be subsequently modified or vacated or otherwise determined to have been without legal force or effect.

                    7.5      The Escrow Agent shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Escrow Agent (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism, or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility), except to the extent that it failed to act reasonably to avoid or restrict the effect of any such occurrence on its duties, obligations, and responsibilities hereunder.

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                    7.6      The Escrow Agent shall not be called upon to advise any party as to the wisdom in selling or retaining or taking or refraining from any action with respect to any securities or other property deposited hereunder.

                    7.7      When the Escrow Agent acts on any information, instructions, communications (including, but not limited to, communications with respect to the delivery of securities or the wire transfer of funds) sent by telex, facsimile, email or other form of electronic or data transmission, the Escrow Agent, absent gross negligence, shall not be responsible or liable in the event such communication is not an authorized or authentic communication (whether due to fraud, distortion or otherwise). In the event of any ambiguity or uncertainty hereunder or in any notice, instruction or other communication received by the Escrow Agent hereunder, the Escrow Agent may, in its sole discretion, refrain from taking any action other than to retain possession of the Escrow Amount, unless the Escrow Agent receives written instructions, signed by the Investor Representative and Placement Agent which eliminates such ambiguity or uncertainty.

                    7.8      The Escrow Agent does not have any interest in the Escrow Amount deposited hereunder but is serving as escrow holder only and having only possession thereof. The Company shall pay or reimburse the Escrow Agent upon request for any transfer taxes or other taxes relating to the Escrow Amount that are incurred and are required to be incurred pursuant to the terms and provisions of this Agreement and shall indemnify and hold harmless the Escrow Agent from any amounts that it is obligated to pay in the way of such taxes. Any payments of income from this Escrow Account shall be subject to withholding regulations then in force with respect to United States taxes. The Company will provide the Escrow Agent with appropriate W-9 forms for tax identification number certifications, or W-8 forms for non-resident alien certifications. It is understood that the Escrow Agent shall only be responsible for income reporting with respect to income earned on the Escrow Amount and will not be responsible for any other reporting. This paragraph shall survive notwithstanding any termination of this Agreement or the resignation or removal of the Escrow Agent.

                    7.9      Escrow Agent may generally engage in any kind of business with the Company, the Investor Representative, the Placement Agent or any participant in the Offering or any subsidiary or affiliate thereof as if it had not entered into this Agreement or any other agreement with them. Escrow Agent and its affiliates and their officers, directors, employees, and agents (including legal counsel) may now or hereafter be engaged in one or more transactions with the Company, the Investor Representative, the Placement Agent or any participant in the Offering or any subsidiary or affiliate thereof or may act as trustee, agent or representative of either the foregoing parties or otherwise be engaged in other transactions with such parties (collectively, the “Other Activities”). Without limiting the forgoing, Escrow Agent and its affiliates and their officers, directors, employees, and agents (including legal counsel) shall not be responsible to account to the Company, the Investor Representative, the Placement Agent or any participant in the Offering or any subsidiary or affiliate thereof for such Other Activities.

          8.        Fees and Expenses. The Escrow Agent shall be entitled to payment in the amount of $1,500 per year for the services rendered hereunder. In addition, the Company agrees to pay the Escrow Agent’s costs and expenses including reasonable attorney’s fees in the event of any dispute or litigation threatened or commenced which requires the Escrow Agent in its opinion to refer such matter to its attorneys and all wire fees, packaging and postal fees and expenses (including FedEx). Escrow Agent will incur no liability for any delay reasonably required to obtain such advice of counsel.

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          9.        Resignation of Escrow Agent. At any time, upon five (5) days’ written notice to the Company, the Escrow Agent may resign and be discharged from its duties as escrow agent hereunder. As soon as practicable after its resignation, the Escrow Agent will promptly turn over to a successor escrow agent appointed by the Company the Escrow Amount held hereunder upon presentation of a document appointing the new escrow agent and evidencing its acceptance thereof. If, by the end of the 5-day period following the giving of notice of resignation by the Escrow Agent, the Company shall have failed to appoint a successor escrow agent, the Escrow Agent may interplead the Escrow Amount into the registry of any court having jurisdiction.

          10.      Records. The Escrow Agent shall maintain accurate records of all transactions hereunder. Promptly after the termination of this Agreement or as may reasonably be requested by the parties hereto from time to time before such termination, the Escrow Agent shall provide the parties hereto, as the case may be, with a complete copy of such records, certified by the Escrow Agent to be a complete and accurate account of all such transactions. The authorized representatives of each of the parties hereto shall have access to such books and records at all reasonable times during normal business hours upon reasonable notice to the Escrow Agent.

          11.      Notice. All notices, communications and instructions required or desired to be given under this Agreement must be in writing and shall be deemed to be duly given if sent by registered or certified mail, return receipt requested, or overnight courier to the following addresses:

                     If to Escrow Agent:

Collateral Agents, LLC
111 West 57th Street, Suite 1416
New York, NY 10019
Attn: General Counsel
Fax: (212) 245-9101

                     If to the Company:

Dragon Acquisition Corporation
Shandong Motorway Building
29 Miaoling Road
Qingdao 266000
People’s Republic of China

                     With copies to:

Pillsbury Winthrop Shaw Pittman LLP
2300 N Street NW
Washington, D.C. 20037
Facsimile: 202.663.8007
Attn.: Louis A. Bevilacqua, Esq.

                     If to the Placement Agent:

Brean Murray, Carret & Co., LLC
570 Lexington Avenue
New York, NY 10022
Attention: Richard L. Serrano

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                     If to the Investor Representative:

Access America Investments, LLC
11200 Westheimer Rd., Suite 508
Houston, Texas 77042
Attention: Christopher Efird, President

or to such other address and to the attention of such other person as any of the above may have furnished to the other parties in writing and delivered in accordance with the provisions set forth above.

          12.      Execution in Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile execution and delivery of this Agreement is legal, valid and binding for all purposes.

          13.      Assignment and Modification. This Agreement and the rights and obligations hereunder of any of the parties hereto may not be assigned without the prior written consent of the other parties hereto. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of each of the parties hereto and their respective successors and permitted assigns. No other person will acquire or have any rights under, or by virtue of, this Agreement. No portion of the Escrow Amount shall be subject to interference or control by any creditor of any party hereto, or be subject to being taken or reached by any legal or equitable process in satisfaction of any debt or other liability of any such party hereto prior to the disbursement thereof to such party hereto in accordance with the provisions of this Agreement. This Agreement may be changed or modified only in writing signed by all of the parties hereto. No waiver of any right or remedy hereunder shall be valid unless the same shall be in writing and signed by the party giving such waiver. No waiver by any party with respect to any condition, default or breach of covenant hereunder shall be deemed to extend to any prior or subsequent condition, default or breach of covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

          14.      Applicable Law. This Agreement shall be governed by and construed with the laws of the State of New York applicable to contracts made and to be performed therein. Any litigation concerning the subject matter of this Agreement shall be exclusively prosecuted in the state or federal courts located in New York, New York, and all parties consent to the exclusive jurisdiction and venue of those courts.

          15.      Headings. The headings contained in this Agreement are for convenience of reference only and shall not affect the construction of this Agreement.

          16.      Attorneys’ Fees. If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees from the other party (unless such other party is the Escrow Agent), which fees may be set by the court in the trial of such action or may be enforced in a separate action brought for that purpose, and which fees shall be in addition to any other relief that may be awarded.

[Signature Page Follows]

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          IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and year first above written.

ESCROW AGENT:
COLLATERAL AGENTS, LLC
By:	/s/ Seth Fishman
	Name: Seth Fishman
	Title: President
COMPANY:
DRAGON ACQUISITION CORPORATION
By:	/s/ Yang Chen
	Name: Yang Chen
	Title: Chief Financial Officer
INVESTOR REPRESENTATIVE:
ACCESS AMERICA INVESTMENTS, LLC
By:	/s/ Christopher Efird
	Name: Christopher Efird
	Title: President
PLACEMENT AGENT:
BREAN MURRAY, CARRET & CO., LLC
By:	/s/ Richard L. Serrano
	Name: Richard L. Serrano
	Title: Managing Director

[Signature Page to IR Escrow Agreement]

EX-10.5

Exhibit 10.5

LOCKUP AGREEMENT

          This AGREEMENT (the “Agreement”) is made as of April 14, 2010 by _________ (“Holder”), in connection with its ownership of shares of Dragon Acquisition Corporation, a Cayman Islands company (the “Company”). Capital terms used and not otherwise defined herein shall have the respective meanings set forth in the Subscription Agreement of the Company, dated as of April 14, 2010, and its attachments thereto.

          NOW THEREFORE, for good and valuable consideration, the sufficiency and receipt of which consideration are hereby acknowledged, Holder agrees as follows:

Background

          A.      The Company is offering to certain investors (the “Investors”), on a “best efforts” basis, investment units (“Units”), each Unit consisting of (i) one (1) of the Company’s 6% Convertible Preference Shares, par value $0.002112 per share, convertible into one of the Company’s ordinary shares, par value $0.002112 per share (the “Ordinary Shares”) and (ii) one (1) warrant to purchase one-half of one of the Ordinary Shares, at a per share exercise price of $6.00 (or two half-shares for $3.00 each), for aggregate gross proceeds of a minimum of $15,000,000 (or a lower amount at the discretion of the Company and the Placement Agent) and up to a maximum of $20,000,000 (the “Offering”), in reliance upon an exemption from securities registration afforded by Regulation D and/or Regulation S as promulgated under the Securities Act of 1933, as amended (the “Securities Act”) and Section 4(2) of the Securities Act;

          B.      Such Offering is in connection with the combination (the “Combination”) of the Company and Leewell Investment Group Limited, a Hong Kong company (“Leewell”). The closing of the Combination is conditioned upon all of the conditions of the Offering being met, and the Offering is conditioned upon the closing of the Combination (the “Closing”). Leewell owns 100% of the issued and outstanding capital stock of Qingdao Oumei Real Estate Development Co., Ltd. (“Qingdao Oumei”), a company incorporated under the laws of the People’s Republic of China (“China” or the “PRC”). Pursuant to the Combination, Leewell and Qingdao Oumei will become wholly-owned subsidiaries of the Company.

          C.      Holder is the beneficial owner of the amount of Ordinary Shares of the Company designated on the signature page hereto.

          D.      As a condition to the Offering and as an inducement to the Investors to enter into the Subscription Agreement, Holder understands that the Investors have required, and the Company has agreed to obtain on behalf of the Investor an agreement from the Holder to refrain from selling any of the Lockup Shares, as defined below, for a period of eighteen (18) months (“Restricted Period”) from the closing of the Offering.

          NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereto hereby agree as follows:

          1.      Sale Restriction. Holder hereby agrees that during the Restriction Period, the Holder will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, lend, transfer or otherwise dispose of any Ordinary Shares or any options, warrants or other rights to purchase Ordinary Shares or any other security of the Company which Holder owns or has a right to acquire as of the date hereof (collectively, the “Lockup Shares”). Any subsequent issuance to and/or acquisition by Holder of Ordinary Shares or options or instruments convertible into Ordinary Shares will be subject to the provisions of this Agreement. Notwithstanding the foregoing restrictions on transfer, the Holder may, at any time and from time to time during the Restriction Period, transfer the Ordinary Shares (i) as bona fide gifts or transfers by will or intestacy, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the Holder, provided that any such transfer shall not involve a disposition for value, (iii) to a partnership which is the general partner of a partnership of which the Holder is a general partner, provided, that, in the case of any gift or transfer described in clauses (i), (ii) or (iii), each donee or transferee agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersigned. For purposes hereof, “immediate family” means any relationship by blood, marriage or adoption, not more remote than first cousin.

          2.      Ownership. During the Lock-Up Period, the Shareholder shall retain all rights of ownership in the Lock-Up Shares, including, without limitation, voting rights and the right to receive any dividends that may be declared in respect thereof, except as otherwise provided in the Transaction Documents whereby any benefits, rights, title or otherwise shall inure to the Purchasers.

          3.      Company and Transfer Agent. The Company is hereby authorized and required to disclose the existence of this Agreement to its transfer agent. The Company and its transfer agent are hereby authorized and required to decline to make any transfer of the Common Stock if such transfer would constitute a violation or breach of this Agreement and/or the Securities Purchase Agreement.

          4.      Notice. All notices, communications and instructions required or desired to be given under this Agreement must be in writing and shall be deemed to be duly given if sent by registered or certified mail, return receipt requested, or overnight courier to the following addresses:

                    If to the Company:

Dragon Acquisition Corporation
Shandong Motorway Building
29 Miaoling Road
Qingdao 266000
People’s Republic of China

                    With copies to:

Pillsbury Winthrop Shaw Pittman LLP
2300 N Street NW
Washington, D.C. 20037
Facsimile: 202.663.8007
Attn.: Louis A. Bevilacqua, Esq.

                    If to the Holder, to the address set forth on the signature page hereto.

          5.      Miscellaneous.

                    a.      At any time, and from time to time, after the signing of this Agreement Holder will execute such additional instruments and take such action as may be reasonably requested by the Investor to carry out the intent and purposes of this Agreement.

                    b.      This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of New York or in the federal courts located in the state of New York. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The parties executing this Agreement and other agreements referred to herein or delivered in connection herewith agree to submit to the in personam jurisdiction of such courts and hereby irrevocably waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Notices hereunder shall be given in the same manner as set forth in the Subscription Agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Offering documents by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. Holder irrevocably appoints the Company its true and lawful agent for service of process upon whom all processes of law and notices may be served and given in the manner described above; and such service and notice shall be deemed valid personal service and notice upon Holder with the same force and validity as if served upon Holder.

2

                    c.      The restrictions on transfer described in this Agreement are in addition to and cumulative with any other restrictions on transfer otherwise agreed to by the Holder or to which the Holder is subject to by applicable law.

                    d.      This Agreement shall be binding upon Holder, its legal representatives, successors and assigns.

                    e.      This Agreement may be signed and delivered by facsimile signature and delivered electronically.

                    f.      The Company agrees not to take any action or allow any act to be taken which would be inconsistent with this Agreement.

                    g.      This Agreement may not be modified, amended, altered or supplemented, except by a written agreement executed by each of the parties hereto and Access America Investments, LLC, provided, that Access America Investments, LLC (or any of its affiliates) holds more than 5% of its original investment.

                    h.      This Agreement contains the entire understanding and agreement of the parties relating to the subject matter hereof and supersedes all prior and/or contemporaneous understandings and agreements of any kind and nature (whether written or oral) among the parties with respect to such subject matter.

                    i.      The Holder acknowledges that this Agreement is being entered into for the benefit of the Investors identified in the Subscription Agreement and may be enforced by the Investors and may not be amended without the consent of the Investors, which may be withheld for any reason.

3

          IN WITNESS WHEREOF, and intending to be legally bound hereby, Holder has executed this Agreement as of the day and year first above written.

HOLDER:

 (Signature of Holder)

 (Print Name of Holder)

Number of Ordinary Shares Beneficially Owned

 (Address)

COMPANY:

DRAGON ACQUISITION CORPORATION

By: __________________________________________

Name:

Title:

[Signature Page to Lock-Up Agreement]

EX-10.6

Exhibit 10.6

(English Translation)

Share Purchase Agreement

Party A: Zhang Weiqing

Party B: Leewell Investment Group Limited

Whereas: Qingdao Oumei Real Estate Development Co., Ltd. Is a limited liability company (hereinafter “the company”) invested by Party A and another shareholders. Its registered capital is 96 million RMB. Zhang Weiqing’s contribution to the registered capital of the company is 48,960,000Yuan, representing a 51% of the shares. Cheng Xiaoyan’s contribution to the registered capital of the company is 47,040,000 Yuan, representing a 49% of shares.

After friendly discussion, both Party A and Party B agree that Party A will assign its own 51% of the shares amount equivalent to 49,475,100 Yuan RMB in foreign exchange to Party B. Both Parties sign an agreement as follows:

1.	Basic information of the Seller and Buyer
–	Seller (Party A)
	Name: Zhang Weiqing
	Domicile:
	ID number: 370226197204224154
	Nationality: Chinese
–	Buyer (Party B)
	Name: Leewell Investment Group Limited
	Domicile: No. 1401 World Commerce Centre, Hongkong
	Registered No: 1157784
	First Director: Zhou Li
	Nationality: Australia
2.	Proportion and Price of the Purchased Shares
	The share purchase price is based on the assessment report, Lu Daxin Ping Zi [2007] No. 03026, made by Shandong Daxin Accountant Firm Jimo substation on July 30, 2007. Party A will sell its own 51% of the shares of Qingdao Oumei Real Estate Development Co., Ltd. equivalent to 49,475,100 Yuan RMB in foreign exchange to Party B. Other shareholders completely waive their priority rights of purchase.
3.	Payment Term
	In three months from the issuance of the amended business license, Party B shall pay Party A the full purchase price in a lump sum. Party B shall pay the same value US Dollars according to the exchange rate of the payment day.

4.	Right and Responsibilities of Two Parties
	Party B shall pay the total purchase price to Party A in a lump sum as stipulated in this agreement. Should Party B fail to pay off the amount, it will be liable for the responsibilities for breach of the contract.
	After the full payment of the purchase price from Party B, Party A shall assist Party B in dealing with all the changing registration procedures in AIC, Tax and Foreign Exchange Bureau and other administrative departments.
	All debts and credits of Qingdao Oumei Real Estate Development Co., Ltd shall be inherited by the new foreign- invested enterprise.
5.	Breach of contract
	If Party B fails to pay the purchase price according to the term prescribed in the article 3 of this agreement, Party B should pay 1/1000 of the purchase price as punishment every delay of one month to Party A. Party A is entitled to terminate the agreement and ask for the payment of damage except for the punishment when a delay of 6 months occurs.
6.	Dispute Settlement
	In the event of any dispute relating to this agreement, the parties shall attempt in the first instance to resolve such dispute through friendly discussion. If the event such dispute is not resolved through discussion, the dispute shall be submitted to Qingdao Arbitration Committee according to its rules of procedure. The arbitral award is final and binding to both parties.
7.	Effective Conditions of the agreement
	After formal sign and seal by both parties, the agreement comes to effect as long as the approval authority approves. The agreement has five copies. Each party holds one, the other will be submitted for approval.

Party A
Zhang Weiqing

Party B
LEEWELL INVESTMENT GROUP LIMITED

Other Shareholders
Cheng Xiaoyan

5^th, September, 2007

EX-10.7

Exhibit 10.7

(English Translation)

Share Purchase Agreement

Party A: Cheng Xiaoyan

Party B: Leewell Investment Group Limited

Whereas: Qingdao Oumei Real Estate Development Co., Ltd. Is a limited liability company (hereinafter “the company”) invested by Party A and another shareholders. Its registered capital is 96 million RMB. Zhang Weiqing’s contribution to the registered capital of the company is 48,960,000Yuan, representing a 51% of the shares. Cheng Xiaoyan’s contribution to the registered capital of the company is 47,040,000 Yuan, representing a 49% of shares.

After friendly discussion, both Party A and Party B agree that Party A will assign its own 49% of the shares amount equivalent to 47,534,900 Yuan RMB in foreign exchange to Party B. Both Parties sign an agreement as follows:

1.	Basic information of the Seller and Buyer
–	Seller (Party A)
	Name: Cheng Xiaoyan
	Domicile:
	ID number: 370283198208010083
	Nationality: Chinese
–	Buyer (Party B)
	Name: Leewell Investment Group Limited
	Domicile: No. 1401 World Commerce Centre, Hongkong
	Registered No: 1157784
	First Director: Zhou Li
	Nationality: Australia
2.	Proportion and Price of the Purchased Shares
	The share purchase price is based on the assessment report, Lu Daxin Ping Zi [2007] No. 03026, made by Shandong Daxin Accountant Firm Jimo substation on July 30, 2007. Party A will sell its own 49% of the shares of Qingdao Oumei Real Estate Development Co., Ltd. equivalent to 47,534,900 Yuan RMB in foreign exchange to Party B. Other shareholders completely waive their priority rights of purchase.
3.	Payment Term
	In three months from the issuance of the amended business license, Party B shall pay Party A the full purchase price in a lump sum. Party B shall pay the same value US Dollars according to the exchange rate of the payment day.

4.	Right and Responsibilities of Two Parties
	Party B shall pay the total purchase price to Party A in a lump sum as stipulated in this agreement. Should Party B fail to pay off the amount, it will be liable for the responsibilities for breach of the contract.
	After the full payment of the purchase price from Party B, Party A shall assist Party B in dealing with all the changing registration procedures in AIC, Tax and Foreign Exchange Bureau and other administrative departments.
	All debts and credits of Qingdao Oumei Real Estate Development Co., Ltd shall be inherited by the new foreign- invested enterprise.
5.	Breach of contract
	If Party B fails to pay the purchase price according to the term prescribed in the article 3 of this agreement, Party B should pay 1/1000 of the purchase price as punishment every delay of one month to Party A. Party A is entitled to terminate the agreement and ask for the payment of damage except for the punishment when a delay of 6 months occurs.
6.	Dispute Settlement
	In the event of any dispute relating to this agreement, the parties shall attempt in the first instance to resolve such dispute through friendly discussion. If the event such dispute is not resolved through discussion, the dispute shall be submitted to Qingdao Arbitration Committee according to its rules of procedure. The arbitral award is final and binding to both parties.
7.	Effective Conditions of the agreement
	After formal sign and seal by both parties, the agreement comes to effect as long as the approval authority approves. The agreement has five copies. Each party holds one, the other will be submitted for approval.

Party A
Cheng Xiaoyan

Party B
LEEWELL INVESTMENT GROUP LIMITED

Other Shareholders
Zhang Weiqing

5^th, September, 2007

EX-10.8

Exhibit 10.8

(English Translation)

Share Purchase Agreement

Party A: Cheng Defeng ID No.: 370226196809010015

Party B: Wang Yingchun ID No.: 379014197402167316

Party C: Qingdao Oumei Real Estate Development Co., Ltd
Legal Representative: Zhang Weiqing
Domicile: No. 1431, Aolan Road, Jimo, Qingdao

Whereas: Weihai Mingwei Industry Co., Ltd. Is a limited liability company (hereinafter “the company”) invested by Party A and Party B. Its registered capital is 5.08 million RMB. Cheng Defeng’s contribution to the registered capital of the company is 4,064,000Yuan, representing a 80% of the shares. Wang Yingchun’s contribution to the registered capital of the company is 1,016,000 Yuan, representing a 20% of shares.

After friendly discussion, all parties agreed that Party A and Party B will assign its own 100% of the shares amount equivalent to 110,000,000 Yuan RMB in foreign exchange to Party C. All Parties sign an agreement as follows:

1.	Proportion and Price of the Purchased Shares
	Party A will sell its own 80% of the shares of Weihai Mingwei Industry Co., Ltd. equivalent to 88,000,000 Yuan RMB in foreign exchange to Party C.
	Party B will sell its own 20% of the shares of Weihai Mingwei Industry Co., Ltd. equivalent to 22,000,000 Yuan RMB in foreign exchange to Party C.
2.	Payment Term
	In 90 days from the date of this contract has signed, Party C shall pay Party A and Party B the full purchase price in a lump sum.
3.	Right and Responsibilities of Two Parties
	Party C shall pay the total purchase price to Party A and Party B in a lump sum as stipulated in this agreement. Should Party C fail to pay off the amount, it will be liable for the responsibilities for breach of the contract.
	After the full payment of the purchase price from Party C, Party A and Party B shall assist Party C in dealing with all the changing registration procedures in AIC, Tax and Foreign Exchange Bureau and other administrative departments.

4.	Breach of contract
	If Party C fails to pay the purchase price according to the term prescribed in the article 3 of this agreement, Party C should pay 1/10000 of the purchase price as punishment every delay of one month to Party A and Party B. Party A and Party B are entitled to terminate the agreement and ask for the payment of damage except for the punishment when a delay of 6 months occurs.
5.	Dispute Settlement
	In the event of any dispute relating to this agreement, the parties shall attempt in the first instance to resolve such dispute through friendly discussion. If the event such dispute is not resolved through discussion, the dispute shall be submitted to Qingdao Arbitration Committee according to its rules of procedure. The arbitral award is final and binding to both parties.
6.	Effective Conditions of the agreement
	After formal sign and seal by all parties, the agreement comes to effect as long as the approval authority approves. The agreement has six copies. Each party holds one, the other will be submitted for approval.

Party A
Cheng Defeng

Party B
Wang Yingchun

Party C
Qingdao Oumei Real Estate Development Co., Ltd
Legal Representative: Zhang Weiqing

19^th, Jan, 2008

EX-10.9

Exhibit 10.9

(English Translation)

Share Purchase Agreement

Party A: Zhang Weiqing
ID No.: 370226197204224154

Party B: Qingdao Oumei Real Estate Development Co., Ltd.
Legal Representative: Zhang Weiqing
Domicile: No. 1431, Aolan Road, Jimo, Qingdao

Whereas: Qingdao Longhai Hotel Ltd. Is a limited liability company (hereinafter “the company”) invested by Party A. Its registered capital is 3 million RMB. Zhang Weiqing owns 100% of 3 million.

Party A has agreed and will assign its own 100% of the shares amount equivalent to 110,000,000 Yuan RMB in foreign exchange to Party B. Both Parties sign an agreement as follows:

1.	Proportion and Price of the Purchased Shares
	Party A will sell its own 100% of the shares of Qingdao Longhai Hotel Ltd equivalent to 110,000,000 Yuan RMB in foreign exchange to Party B.
2.	Payment Term
	In 90 days from this agreement has signed, Party B shall pay Party A the full purchase price in a lump sum.
3.	Right and Responsibilities of Two Parties
	Party B shall pay the total purchase price to Party A in a lump sum as stipulated in this agreement. Should Party B fail to pay off the amount, it will be liable for the responsibilities for breach of the contract.
	After the full payment of the purchase price from Party B, Party A shall assist Party B in dealing with all the changing registration procedures in AIC, Tax and Foreign Exchange Bureau and other administrative departments.
4.	Breach of contract
	If Party B fails to pay the purchase price according to the term prescribed in the article 3 of this agreement, Party B should pay 1/10000 of the purchase price as punishment every delay of one month to Party A. Party A is entitled to terminate the agreement and ask for the payment of damage except for the punishment when a delay of 6 months occurs.

5.	Dispute Settlement
	In the event of any dispute relating to this agreement, the parties shall attempt in the first instance to resolve such dispute through friendly discussion. If the event such dispute is not resolved through discussion, the dispute shall be submitted to Qingdao Arbitration Committee according to its rules of procedure. The arbitral award is final and binding to both parties.
6.	Effective Conditions of the agreement
	After formal sign and seal by both parties, the agreement comes to effect as long as the approval authority approves. The agreement has six copies. Each party holds one, the other will be submitted for approval.

Party A
Zhang Weiqing

Party B
Zhang Weiqing

22^nd, Jan, 2008

EX-10.10

     Exhibit 10.10

 (English Translation)

Share Purchase Agreement

Party A: Cheng Defeng
ID No.: 370226196809010015

Party B: Miao Shuangji
ID No.:370620196905113034

Party C: Qingdao Oumei Real Estate Development Co., Ltd
Legal Representative: Zhang Weiqing
Domicile: No. 1431, Aolan Road, Jimo, Qingdao

Whereas: Weihai Longhai Realty Co., Ltd. Is a limited liability company (hereinafter “the company”) invested by Party A and Party B. Its registered capital is 62 million RMB. Cheng Defeng’s contribution to the registered capital of the company is 48,000,000Yuan, representing a 80% of the shares. Miao Shuangji’s contribution to the registered capital of the company is 12,000,000 Yuan, representing a 20% of shares.

After friendly discussion, all parties agreed that Party A and Party B will assign its own 100% of the shares amount equivalent to 140,000,000 Yuan RMB in foreign exchange to Party C. All Parties sign an agreement as follows:

1.	Proportion and Price of the Purchased Shares
	Party A will sell its own 80% of the shares of Weihai Longhai Realty Co., Ltd. equivalent to 112,000,000 Yuan RMB in foreign exchange to Party C.
	Party B will sell its own 20% of the shares of Weihai Longhai Realty Co., Ltd. equivalent to 28,000,000 Yuan RMB in foreign exchange to Party C.
2.	Payment Term
	In 90 days from the date of this contract has signed, Party C shall pay Party A and Party B the full purchase price in a lump sum.
3.	Right and Responsibilities of Two Parties
	Party C shall pay the total purchase price to Party A and Party B in a lump sum as stipulated in this agreement. Should Party C fail to pay off the amount, it will be liable for the responsibilities for breach of the contract.
	After the full payment of the purchase price from Party C, Party A and Party B shall assist Party C in dealing with all the changing registration procedures in AIC, Tax and Foreign Exchange Bureau and other administrative departments.

4.	Breach of contract
	If Party C fails to pay the purchase price according to the term prescribed in the article 3 of this agreement, Party C should pay 1/10000 of the purchase price as punishment every delay of one month to Party A and Party B. Party A and Party B are entitled to terminate the agreement and ask for the payment of damage except for the punishment when a delay of 6 months occurs.
5.	Dispute Settlement
	In the event of any dispute relating to this agreement, the parties shall attempt in the first instance to resolve such dispute through friendly discussion. If the event such dispute is not resolved through discussion, the dispute shall be submitted to Qingdao Arbitration Committee according to its rules of procedure. The arbitral award is final and binding to both parties.
6.	Effective Conditions of the agreement
	After formal sign and seal by all parties, the agreement comes to effect as long as the approval authority approves. The agreement has six copies. Each party holds one, the other will be submitted for approval.

Party A
Cheng Defeng

Party B
Miao Shuangji

Party C
Qingdao Oumei Real Estate Development Co., Ltd
Legal Representative: Zhang Weiqing

23^rd, Jan, 2008

EX-10.11

     Exhibit 10.11

(English Translation)

Share Purchase Agreement

Party A: Li Jie
ID No.: 3702216507255055

Party B: Li Keyu
ID No.: 37022119650104515

Party C: Liu Fangyu
ID No.: 3702216507311051

Party D: Wang Meiling
ID No.: 370221650828056

Party E: Jiang Guo
ID No.: 370213198003185243

Party F: Qingdao Longhai Investment Group
Legal Representative: Zhang Weiqing
Domicile: No. 73, Donghai eastern Road, Laoshan, Qingdao

Party G: Qingdao Oumei Real Estate Development Co., Ltd
Legal Representative: Zhang Weiqing
Domicile: No. 1431, Aolan Road, Jimo, Qingdao

Whereas: Qingdao Xudong Real Estate Development Co., Ltd. Is a limited liability company (hereinafter “the company”) invested by Party A, Party B, Party C, Party D, Party E and Party F. Its registered capital is 70.6 million RMB. Party A’s contribution to the registered capital of the company is 5,580,000Yuan, representing a 7.9% of the shares. Party B’s contribution to the registered capital of the company is 4,650,000Yuan, representing a 6.59% of the shares. Party C’s contribution to the registered capital of the company is 930,000Yuan, representing a 1.32% of the shares. Party D’s contribution to the registered capital of the company is 3,720,000Yuan, representing a 5.27% of the shares. Party E’s contribution to the registered capital of the company is 3,720,000Yuan, representing a 5.27% of the shares. Party F’s contribution to the registered capital of the company is 52,000,000Yuan, representing a 73.65% of the shares.

After friendly discussion, all parties agreed that Party A, Party B, Party C, Party D, Party E and Party F will assign its own 100% of the shares amount equivalent to 60,000,000 Yuan RMB in foreign exchange to Party D. All Parties sign an agreement as follows:

1.	Proportion and Price of the Purchased Shares
	Party A will sell its own 7.9% of the shares of Qingdao Xudong Real Estate Development Co., Ltd equivalent to 4,740,000 Yuan RMB in foreign exchange to Party G.

	Party B will sell its own 6.59% of the shares of Qingdao Xudong Real Estate Development Co., Ltd equivalent to 3,954,000 Yuan RMB in foreign exchange to Party G.
	Party C will sell its own 1.32% of the shares of Qingdao Xudong Real Estate Development Co., Ltd equivalent to792,000 Yuan RMB in foreign exchange to Party G.
	Party D will sell its own 5.27% of the shares of Qingdao Xudong Real Estate Development Co., Ltd equivalent to 3,162,000 Yuan RMB in foreign exchange to Party G.
	Party E will sell its own 5.27% of the shares of Qingdao Xudong Real Estate Development Co., Ltd equivalent to 3,162,000 Yuan RMB in foreign exchange to Party G.
	Party F will sell its own 73.65% of the shares of Qingdao Xudong Real Estate Development Co., Ltd equivalent to 44,190,000 Yuan RMB in foreign exchange to Party G.
2.	Payment Term
	In 90 days from the date of this contract has signed, Party G shall pay Party A, Party B, Party C , Party D, Party E and Party F the full purchase price in a lump sum.
3.	Right and Responsibilities of Two Parties
	Party G shall pay the total purchase price to Party A, Party B, Party C , Party D, Party E and Party F in a lump sum as stipulated in this agreement. Should Party G fail to pay off the amount, it will be liable for the responsibilities for breach of the contract.
	After the full payment of the purchase price from Party G, Party A, Party B, Party C , Party D, Party E and Party F shall assist Party G in dealing with all the changing registration procedures in AIC, Tax and Foreign Exchange Bureau and other administrative departments.
4.	Breach of contract
	If Party G fails to pay the purchase price according to the term prescribed in the article 3 of this agreement, Party G should pay 1/10000 of the purchase price as punishment every delay of one month to Party A, Party B, Party C , Party D, Party E and Party F. Party A, Party B, Party C , Party D, Party E and Party F are entitled to terminate the agreement and ask for the payment of damage except for the punishment when a delay of 6 months occurs.
5.	Dispute Settlement
	In the event of any dispute relating to this agreement, the parties shall attempt in the first instance to resolve such dispute through friendly discussion. If the event such dispute is not resolved through discussion, the dispute shall be submitted to Qingdao Arbitration Committee according to its rules of procedure. The arbitral award is final and binding to both parties.

6.	Effective Conditions of the agreement
	After formal sign and seal by all parties, the agreement comes to effect as long as the approval authority approves. The agreement has six copies. Each party holds one, the other will be submitted for approval.

Party A: Li Jie
ID No.: 3702216507255055

Party B: Li Keyu
ID No.: 37022119650104515

Party C: Liu Fangyu
ID No.: 3702216507311051

Party D: Wang Meiling
ID No.: 370221650828056

Party E: Jiang Guo
ID No.: 370213198003185243

Party F: Qingdao Longhai Investment Group
Legal Representative: Zhang Weiqing

Party G: Qingdao Oumei Real Estate Development Co., Ltd
Legal Representative: Zhang Weiqing

24^th, Jan, 2008

EX-10.12

Exhibit 10.12

(English Translation)

Share Purchase Agreement

Party A: Qingdao Longhai Investment Group
Legal Representative: Zhang Weiqing
Domicile: No. 73, Donghai eastern Road, Laoshan, Qingdao

Party B: Qingdao Longhai Luqiao Co., Ltd
Legal Representative: Tian Weijiang
Domicile: Longquan Town, Jimo, Qingdao

Party C: Gao Xuling
ID No.: 370226591228221

Party D: Qingdao Oumei Real Estate Development Co., Ltd
Legal Representative: Zhang Weiqing
Domicile: No. 1431, Aolan Road, Jimo, Qingdao

Whereas: Weifang Longhai Industry Co., Ltd. Is a limited liability company (hereinafter “the company”) invested by Party A, Party B and Party C. Its registered capital is 40 million RMB. Party A’s contribution to the registered capital of the company is 20,000,000Yuan, representing a 50% of the shares. Party B’s contribution to the registered capital of the company is 18,000,000Yuan, representing a 45% of the shares. Party C’s contribution to the registered capital of the company is 2,000,000Yuan, representing a 5% of the shares.

After friendly discussion, all parties agreed that Party A, Party B and Party C will assign its own 100% of the shares amount equivalent to 30,000,000 Yuan RMB in foreign exchange to Party D. All Parties sign an agreement as follows:

1.	Proportion and Price of the Purchased Shares
	Party A will sell its own 50% of the shares of Weifang Longhai Industry Co., Ltd. equivalent to 15,000,000 Yuan RMB in foreign exchange to Party D.
	Party B will sell its own 45% of the shares of Weifang Longhai Industry Co., Ltd. equivalent to 13,500,000 Yuan RMB in foreign exchange to Party D.
	Party C will sell its own 5% of the shares of Weifang Longhai Industry Co., Ltd. equivalent to 1,500,000 Yuan RMB in foreign exchange to Party D.
2.	Payment Term
	In 90 days from the date of this contract has signed, Party D shall pay Party A, Party B and Party C the full purchase price in a lump sum.

3.	Right and Responsibilities of Two Parties
	Party D shall pay the total purchase price to Party A, Party B and Party C in a lump sum as stipulated in this agreement. Should Party D fail to pay off the amount, it will be liable for the responsibilities for breach of the contract.
	After the full payment of the purchase price from Party D, Party A, Party B and Party C shall assist Party D in dealing with all the changing registration procedures in AIC, Tax and Foreign Exchange Bureau and other administrative departments.
4.	Breach of contract
	If Party D fails to pay the purchase price according to the term prescribed in the article 3 of this agreement, Party D should pay 1/10000 of the purchase price as punishment every delay of one month to Party A, Party B and Party C. Party A, Party B and Party C are entitled to terminate the agreement and ask for the payment of damage except for the punishment when a delay of 6 months occurs.
5.	Dispute Settlement
	In the event of any dispute relating to this agreement, the parties shall attempt in the first instance to resolve such dispute through friendly discussion. If the event such dispute is not resolved through discussion, the dispute shall be submitted to Qingdao Arbitration Committee according to its rules of procedure. The arbitral award is final and binding to both parties.
6.	Effective Conditions of the agreement
	After formal sign and seal by all parties, the agreement comes to effect as long as the approval authority approves. The agreement has six copies. Each party holds one, the other will be submitted for approval.

Party A: Qingdao Longhai Investment Group
Legal Representative: Zhang Weiqing

Party B: Qingdao Longhai Luqiao Co., Ltd
Legal Representative: Tian Weijiang

Party C: Gao Xuling
ID No.: 370226591228221

Party D: Qingdao Oumei Real Estate Development Co., Ltd
Legal Representative: Zhang Weiqing

27^th, Aug, 2008

EX-10.13

     Exhibit 10.13

(English Translation)

Share Purchase Agreement

Party A: Qingdao Pingdu Xinyuan Real Estate Development Co., Ltd
Legal Representative: Xu Jinmin
Domicile: Shengli Road, Pingdu, Qingdao

Party B: Qingdao Oumei Real Estate Development Co., Ltd.
Legal Representative: Zhang Weiqing
Domicile: No. 1431, Aolan Road, Jimo, Qingdao

Whereas: Weifang Longhai Realty Ltd. Is a limited liability company (hereinafter “the company”) invested by Party A. Its registered capital is 36.7 million RMB. Party A owns 100% of 36.7 million.

Party A has agreed and will assign its own 100% of the shares amount equivalent to 30,000,000 Yuan RMB in foreign exchange to Party B. Both Parties sign an agreement as follows:

1.	Proportion and Price of the Purchased Shares
	Party A will sell its own 100% of the shares of Weifang Longhai Realty Ltd equivalent to 30,000,000 Yuan RMB in foreign exchange to Party B.
2.	Payment Term
	In 90 days from this agreement has signed, Party B shall pay Party A the full purchase price in a lump sum.
3.	Right and Responsibilities of Two Parties
	Party B shall pay the total purchase price to Party A in a lump sum as stipulated in this agreement. Should Party B fail to pay off the amount, it will be liable for the responsibilities for breach of the contract.
	After the full payment of the purchase price from Party B, Party A shall assist Party B in dealing with all the changing registration procedures in AIC, Tax and Foreign Exchange Bureau and other administrative departments.
4.	Breach of contract
	If Party B fails to pay the purchase price according to the term prescribed in the article 3 of this agreement, Party B should pay 1/10000 of the purchase price as punishment every delay of one month to Party A. Party A is entitled to terminate the agreement and ask for the payment of damage except for the punishment when a delay of 6 months occurs.

5.	Dispute Settlement
	In the event of any dispute relating to this agreement, the parties shall attempt in the first instance to resolve such dispute through friendly discussion. If the event such dispute is not resolved through discussion, the dispute shall be submitted to Qingdao Arbitration Committee according to its rules of procedure. The arbitral award is final and binding to both parties.
6.	Effective Conditions of the agreement
	After formal sign and seal by both parties, the agreement comes to effect as long as the approval authority approves. The agreement has six copies. Each party holds one, the other will be submitted for approval.

Party A: Qingdao Pingdu Xinyuan Real Estate Development Co., Ltd
Legal Representative: Xu Jinmin

Party B: Qingdao Oumei Real Estate Development Co., Ltd.
Legal Representative: Zhang Weiqing

28^th, Aug, 2008

EX-10.14

     Exhibit 10.14

(English Translation)

Share Purchase Agreement

Party A: Qingdao Hexiang Fuzhuang Ltd
Legal Representative: Zhang Junhuang
Domicile: Aolan Road, Jimo, Qingdao

Party B: Qingdao Fuhai Fangzhi Ltd
Legal Representative: Zhang
Domicile: Longhai Industial Zone, Jimo, Qingdao

Party C: Qingdao Oumei Real Estate Development Co., Ltd
Legal Representative: Zhang Weiqing
Domicile: No. 1431, Aolan Road, Jimo, Qingdao

Whereas: Weifang Qilu Guotai Ltd. Is a limited liability company (hereinafter “the company”) invested by Party A and Party B. Its registered capital is 63,764,000 million RMB. Party A’s contribution to the registered capital of the company is 43,359,500Yuan, representing a 68% of the shares. Party B’s contribution to the registered capital of the company is 20,404,500Yuan, representing a 32% of the shares.

After friendly discussion, all parties agreed that Party A and Party B will assign its own 100% of the shares amount equivalent to 40,000,100 Yuan RMB in foreign exchange to Party D. All Parties sign an agreement as follows:

1.	Proportion and Price of the Purchased Shares
	Party A will sell its own 68% of the shares of Weifang Qilu Guotai Ltd equivalent to 27,200,000 Yuan RMB in foreign exchange to Party C.
	Party B will sell its own 32% of the shares of Weifang Qilu Guotai Ltd equivalent to 12,800,000 Yuan RMB in foreign exchange to Party C.
2.	Payment Term
	In 90 days from the date of this contract has signed, Party C shall pay Party A and Party B the full purchase price in a lump sum.
3.	Right and Responsibilities of Two Parties
	Party C shall pay the total purchase price to Party A and Party B in a lump sum as stipulated in this agreement. Should Party C fail to pay off the amount, it will be liable for the responsibilities for breach of the contract.
	After the full payment of the purchase price from Party C, Party A and Party B shall assist Party C in dealing with

	all the changing registration procedures in AIC, Tax and Foreign Exchange Bureau and other administrative departments.
4.	Breach of contract
	If Party C fails to pay the purchase price according to the term prescribed in the article 3 of this agreement, Party C should pay 1/10000 of the purchase price as punishment every delay of one month to Party A, Party B and Party C. Party A and Party B are entitled to terminate the agreement and ask for the payment of damage except for the punishment when a delay of 6 months occurs.
5.	Dispute Settlement
	In the event of any dispute relating to this agreement, the parties shall attempt in the first instance to resolve such dispute through friendly discussion. If the event such dispute is not resolved through discussion, the dispute shall be submitted to Qingdao Arbitration Committee according to its rules of procedure. The arbitral award is final and binding to both parties.
6.	Effective Conditions of the agreement
	After formal sign and seal by all parties, the agreement comes to effect as long as the approval authority approves. The agreement has six copies. Each party holds one, the other will be submitted for approval.

Party A: Qingdao Hexiang Fuzhuang Ltd
Legal Representative: Zhang Junhuang

Party B: Qingdao Fuhai Fangzhi Ltd
Legal Representative: Zhang

Party C: Qingdao Oumei Real Estate Development Co., Ltd
Legal Representative: Zhang Weiqing

29^th, Aug, 2008

EX-10.15

     Exhibit 10.15

(English Translation)

Share Purchase Agreement

Party A: Qingdao Longhai Investment Group
Legal Representative: Zhang Weiqing
Domicile: No. 73, Donghai eastern Road, Laoshan, Qingdao

Party B: Wang Hongde
ID No.: 370226640417221

Party C: Qingdao Oumei Real Estate Development Co., Ltd
Legal Representative: Zhang Weiqing
Domicile: No. 1431, Aolan Road, Jimo, Qingdao

Whereas: Caoxian Longhai Industry Co., Ltd. Is a limited liability company (hereinafter “the company”) invested by Party A and Party B. Its registered capital is 20 million RMB. Party A’s contribution to the registered capital of the company is 18,000,000Yuan, representing a 90% of the shares. Party B’s contribution to the registered capital of the company is 2,000,000Yuan, representing a 10% of the shares.

After friendly discussion, all parties agreed that Party A and Party B will assign its own 100% of the shares amount equivalent to 15,000,000 Yuan RMB in foreign exchange to Party C. All Parties sign an agreement as follows:

1.	Proportion and Price of the Purchased Shares
	Party A will sell its own 90% of the shares of Caoxian Longhai Industry Co., Ltd equivalent to 13,500,000 Yuan RMB in foreign exchange to Party C.
	Party B will sell its own 10% of the shares of Caoxian Longhai Industry Co., Ltd equivalent to 1,500,000 Yuan RMB in foreign exchange to Party C.
2.	Payment Term
	In 90 days from the date of this contract has signed, Party C shall pay Party A and Party B the full purchase price in a lump sum.
3.	Right and Responsibilities of Two Parties
	Party C shall pay the total purchase price to Party A and Party B in a lump sum as stipulated in this agreement. Should Party C fail to pay off the amount, it will be liable for the responsibilities for breach of the contract.
	After the full payment of the purchase price from Party C, Party A and Party B shall assist Party C in dealing with all the changing registration procedures in AIC, Tax and Foreign Exchange Bureau and other administrative departments.

4.	Breach of contract
	If Party C fails to pay the purchase price according to the term prescribed in the article 3 of this agreement, Party C should pay 1/10000 of the purchase price as punishment every delay of one month to Party A and Party B. Party A and Party B are entitled to terminate the agreement and ask for the payment of damage except for the punishment when a delay of 6 months occurs.
5.	Dispute Settlement
	In the event of any dispute relating to this agreement, the parties shall attempt in the first instance to resolve such dispute through friendly discussion. If the event such dispute is not resolved through discussion, the dispute shall be submitted to Qingdao Arbitration Committee according to its rules of procedure. The arbitral award is final and binding to both parties.
6.	Effective Conditions of the agreement
	After formal sign and seal by all parties, the agreement comes to effect as long as the approval authority approves. The agreement has six copies. Each party holds one, the other will be submitted for approval.

Party A: Qingdao Longhai Investment Group
Legal Representative: Zhang Weiqing

Party B: Wang Hongde
ID No.: 370226640417221

Party C: Qingdao Oumei Real Estate Development Co., Ltd
Legal Representative: Zhang Weiqing

28^th, Oct, 2009

EX-10.16

     Exhibit 10.16

(English Translation)

Share Purchase Agreement

Party A: Wang Yingchun
ID No.: 379014197402167316

Party B: Wang Jinghua
ID No.: 370226195609282265

Party C: Qingdao Oumei Real Estate Development Co., Ltd
Legal Representative: Zhang Weiqing
Domicile: No. 1431, Aolan Road, Jimo, Qingdao

Whereas: Qingdao Longhai Real Estate Development Co., Ltd. Is a limited liability company (hereinafter “the company”) invested by Party A and Party B. Its registered capital is 80 million RMB. Party A’s contribution to the registered capital of the company is 48,000,000Yuan, representing a 60% of the shares. Party B’s contribution to the registered capital of the company is 32,000,000Yuan, representing a 40% of the shares.

The company has announced on the newspaper regarding to decrease its registered capital by 60 million Yuan. After friendly discussion, all parties agreed that Party A and Party B will assign its own 100% of the shares amount equivalent to 20,000,100 Yuan RMB in foreign exchange to Party C. All Parties sign an agreement as follows:

1.	Proportion and Price of the Purchased Shares
	Party A will sell its own 60% of the shares of Qingdao Longhai Real Estate Development Co., Ltd equivalent to 12,000,000 Yuan RMB in foreign exchange to Party C.
	Party B will sell its own 40% of the shares of Qingdao Longhai Real Estate Development Co., Ltd equivalent to 8,000,000 Yuan RMB in foreign exchange to Party C.
2.	Payment Term
	In 90 days from the date of this contract has signed, Party C shall pay Party A and Party B the full purchase price in a lump sum.
3.	Right and Responsibilities of Two Parties
	Party C shall pay the total purchase price to Party A and Party B in a lump sum as stipulated in this agreement. Should Party C fail to pay off the amount, it will be liable for the responsibilities for breach of the contract.
	After the full payment of the purchase price from Party C, Party A and Party B shall assist Party C in dealing with all the changing registration procedures in AIC, Tax and Foreign Exchange Bureau and other administrative departments.

4.	Breach of contract
	If Party C fails to pay the purchase price according to the term prescribed in the article 3 of this agreement, Party C should pay 1/10000 of the purchase price as punishment every delay of one month to Party A and Party B. Party A and Party B are entitled to terminate the agreement and ask for the payment of damage except for the punishment when a delay of 6 months occurs.
5.	Dispute Settlement
	In the event of any dispute relating to this agreement, the parties shall attempt in the first instance to resolve such dispute through friendly discussion. If the event such dispute is not resolved through discussion, the dispute shall be submitted to Qingdao Arbitration Committee according to its rules of procedure. The arbitral award is final and binding to both parties.
6.	Effective Conditions of the agreement
	After formal sign and seal by all parties, the agreement comes to effect as long as the approval authority approves. The agreement has six copies. Each party holds one, the other will be submitted for approval.

Party A: Wang Yingchun
ID No.: 379014197402167316

Party B: Wang Jinghua
ID No.: 370226195609282265

Party C: Qingdao Oumei Real Estate Development Co., Ltd
Legal Representative: Zhang Weiqing

22^nd, Sep, 2009

EX-10.17

Exhibit 10.17

(English Translation)

Construction contract of construction project

(GF——1999——0201)

Longhai International

Part One
Agreement

Employers (full name):	Weihai Economic & Technology Development Zone Longhai Properties Co., Ltd.
Contractor (full name):	Shanghai Baogang Construction Engineering Corporation (Group)

Both parties agreed on the project terms and signed a contract, which is according to “Contract Law of the People’s Republic of China”, “CONSTRUCTION LAW OF THE PEOPLES REPUBLIC OF CHINA” and Other relevant laws and administrative regulations.

On the basis of keeping to principle of equality, voluntary and good faith:

1. Project Overview

Name:	Longhai International
Address:	West of Qingdao Road and South of Bohai Road
	Economic & Technological Development Zone, Weihai City
Content:	Crop Frame structures and building area is about 55,333 Square Meters

The form of additional contractor business of the group projection: (Annex 1)
Approve Number: Wei NDRC audited No. 11 (2009)
Source of fund: Funds raising

2. Scope of Construction

Scope of Construction: Civil work, installation (drainage & heavy-current engineering) and other projections received in the course. Employers have the opportunity of bidding works, such as fire protection, Air Conditioning and Intelligentization. Contractors have priority.

3. Contract duration

Commencement date: 3 days after contract date
Completion date:
Total days: 450 days

Control points of construction projects: Qualified Pile Foundation should be finished within 2 months when the projects stated. Basement should be finished within 2 months when Pile Foundation finished. Three-layer cap should be finished within 45 days when Basement was finished. All the projects should be finished before 14^th Feb 2010.

4. Quality Standards

Construction Quality Standards: Qualified

5. Contact Price

Amount (Capital):	provisional estimate RMB 70 million Yuan
	Subject to settling construction cost

6. Related files of contacts:

This includes:

1)	LOA
2)	Notification of award
3)	Form of Tender and its attachments
4)	Special terms and conditions of the contact
5)	General terms and conditions of the contact
6)	Standard specifications and relative files
7)	Blueprint
8)	Bill of Quantities
9)	Priced BOQ or Budget document

Some agreements or files are regarded as parts of the contract. Such as, Contract in relation to the building project negotiations and alterations and alterations, etc.

7. Some words of the agreements are given the same definition in the “General terms and Conditions” Part two.

8. Contractors promise Employers that they will work and finish the project in accordance with the terms of the contract. And they will also assume the obligations still under guaranty.

9. Contractors promise Employers that they will pay the price and other sums based on the contract rate and payment within contract date.

10. Execution of contract

Time: 11^th April 2009
Address: Weihai Citiy

The contract will take effect immediately after both parties’ sign which is defined by employers and contractors.

Employer: Weihai Economic & Technology	Contactor: Shanghai Baogang Construction Engineering
Development Zone Longhai Properties Co., Ltd.	Corporation (Group) (common seal)
(common seal)
Legal Representative:	Legal Representative:
Authorized person:	Authorized person:
Tel:	Tel:
Fax:	Fax:
Deposit bank:	Deposit bank:
Account Number:	Account Number:
Postcode:	Postcode:

2

Part Two
General Conditions

Definition of Terms and Contract Documents

1) Definition of terms

Following words should be given particular definitions based on the types of the agreement. As well as some particular definitions in special terms and conditions.

1.1 General Conditions: It was set out on the basis of Laws and Administrative Regulations and construction needs.

1.2 Special terms and conditions: The clause is an addition to or expansion of General Conditions and also is a consensus agreement on the basis of Laws and Administrative Regulations, which is set out by employers and contractors.

1.3 Employer: Employer is a person who has the Right of contract work and payment of the price. What's more, employer also means the person named as such in this contract and the legal successors in title to such person.

1.4 Contractor: Contractor is a person who is accepted by employer has the Right of contract work and also means the person named as such in this contract and the legal successors in title to such person.

1.5 Project Manager: Project manager is on behalf of Construction Management and Contract Execution, which is set out according to special terms and conditions.

1.6 Design unit: It is a unit commissioned by employer which is in charge of designing and also receiving certificates of Design.

1.7 Surveillance unit: It is a unit commissioned by contractor which is in charge of project supervision and receiving some certifications of supervision project.

1.8 Engineer: Engineer is a General supervision engineer appointed by Surveillance Unit or a representation to fulfill a contract who is appointed by employer. The identity and authority of him is appointed in the agreement which is set out by employer and contractor.

1.9 Project cost management department: It is the relevant responsible department of the State Council, the department of construction administration under the relevant people's governments at or above the country level and its appointed cost management organization.

1.10 Project: It means the project is within the scope of agreement which is set out by employer and contractor.

1.11 Contract Rate: According to agreement, employer should give agreed payment to contractor when they have finished the project in time and in good quality.

1.12 Additional contract rate: If have some special situation to add contract rate, when the employer confirm it, they will add rate in according to Calculation Method of contract rate.

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1.13 Rate: It means without contract rate, but it still should be afford by employer or contractor.

1.14 Duration: The total number of contract days includes legal holidays on the basis of consensus agreement.

1.15 Starting-date: The absolute or relative date when start to construct on the basis of consensus agreement.

1.16 Date of completion: The absolute or relative date when contractor finish the project on the basis of consensus agreement.

1.17 Blueprint: provided by employer or by contractor which is approved by employer. It should fully satisfy the requirements for direct construction (include all instructions and relevant files).

1.18 Construction plant: It is a plant provided by employer which is intended to be used as construction plant. Or other plant appointed in the blueprint which is provided by employer.

1.19 Written Form: "Written form" refers to a form such as a written contractual agreement, letter, electronic data text (including a telegram, telex, fax, electronic data exchange and e-mail) that can tangibly express the contents contained therein.

1.20 Default Responsibility: It means a party who fails to perform his contractual obligations, or performs them in a manner which is not in conformity with the agreed terms shall assume the responsibility.

1.21 Claim: In the course of implementing this contract, if not our own faults, the actual loss should be assumed by opponent. In addition, it still have rights to get economic compensation and (or) postponed the project.

1.22 Force Majeure: Force Majeure as referred to in this contract means unforeseeable, unavoidable and insurmountable objective conditions.

1.23 Hour or day: The time will be counted as hours according to contract. We should begin computation from valid beginning (include rest time). The time will be counted as days according to contract. It will be counted from the next day not intraday. If the last day of the deadline is legal holidays, the next day will be the actual last day except completion date. The cut off time of the deadline is 24:00.

2) Contract files and Explanation order for the contract document

2.1 Contract files should have mutual entailment and Description. The sequence of composition and explanation is as follows but special terms and conditions.

(1)	Agreement of contract
(2)	Notification of award
(3)	Form of Tender and its attachments
(4)	Special terms and conditions
(5)	General Conditions
(6)	Standard Specifications and relevant technology documents
(7)	Blueprint
(8)	Bill of quantities

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Quotation sheet or budget statement

In the performance of the contract, agreements or documents of discussion and amendment under the contract is a part of the contract.

2.2 When the contract is ambiguous or nonconformity, the difficulty without any great influence should be resolved by consultation among employer and contractor. Both sides still have rights to appoint supervising engineer to show the explanation. If both sides do not agree with the explanation or get the consensus agreement, we should resolve the difficulty according to Article 37 of General Terms.

3) Language & applicable legal, standard and norm

3.1 Language

The contract is explained and written in Chinese. If Special terms and conditions ask for using two more (include two) languages, Chinese is the standard language for explaining the contract. In the minority district, minority language can be used for explanation under negotiation by both sides.

3.2 Applicable laws and regulations

The contract is apply to the state laws and administrative regulations. Some need express and implied laws and administrative regulations that should have to reach an agreement with both sides.

3.3 Applicable standard & norm

Some Names apply to state Standard and Norm under Special Terms and Conditions. Some names without state Standard and Norm but apply to the laws and regulations of the construction trade. Some names without state Standard and Norm but apply to the laws and regulations of construction worksite. Employer should provide a bipartite appointed Standard and Norm to Contractor in promised time that is appointed in Special Terms and Conditions.

If there are no relevant home Standard and Norm, Employer should make requests of construction technique in promised time that is appointed in Special Terms and Conditions. Contractor should offer the construction technology in promised time. It could carry out once admitted by employer. If employer asks for using aboard Standard and Norm, the Chinese Translation also should be provided by employer.

The cost of buying translation standard or installing construction technology should be assumed by employer.

4) Blueprint

4.1 Employer should provide the blueprint to contractor according to provided date and number sets. If the contractor is in need of increasing the number sets of blueprint, employer should provide the copies to contractor. The cost of copies should be assumed by employer. If employer has confidentiality requirement, the requirement should be put forward in Special Terms and Conditions and also the cost of it should be assumed by employer. Contractor should fulfill an obligation of secrecy within a certain time.

4.2 Contractor should not give the blueprint to the 3^rd person without employer’s agreement. When contractor complete the warranty of engineering quality, all the blueprint should return to employer except some blueprints for record-keeping.

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4.3 Employer should reserve a complete blueprint in job site which is used for inspecting by engineer and concerned person.

The Rights and Duties of both sides

5) Engineer

5.1 If it needs to carry out construction inspection, the employer should provide the name, content and permissions of surveillance unit to contractor in written form.

5.2 The general supervision engineer which is appointed by surveillance unit is called engineer in the contract. His name, duties and rights are specified by both sides in Special Terms and Conditions. The engineer should use the rights according to the agreed upon in the contract. The requirements of engineer in the Special Terms and Conditions and the engineer should be admitted by employer.

5.3 The representation which is appointed by employer to fulfill the contract in construction site is also called engineer. His name, duties and rights are specified by employer in Special Terms and Conditions. But the rights of him should not the same as the rights of supervision engineer. If the rights of both sides are not clear, employer should make them clear and notice contractor in written form.

5.4 If something about influencing rights and obligations are happened during the course of performance, the supervising engineer should treat these matters with candor according to appointed rights in contract. If one side has disagreement to it, both sides have to act according to the Article 37 of the General Terms.

5.5 The supervising engineer has no rights to relieve the rights and obligations of contractor appointed in the contract. As well as there are some explicit agreements in the contract and employer’s agreements.

5.6 If it needs not to carry out construction inspection, the engineer in the contract is the representation who is appointed by employer to perform the contract in the construction site. The actual duties of him are specified in the Special Terms and Conditions provided by employer in written form.

6) Appointment & Instruction of engineer

6.1 The engineer has the right to appoint his representative to exercise his rights and retract the appointment if necessary. No matter appointment or revocation should notice contractor ahead of 7 days in written form. The supervising engineer should give notice of the appointment or revocation to contractor. Appointed Letter and withdrawal are regarded as contract attachments.

Any letters in written form sent by the representation of engineer under a duty as authorized and by the engineer have the same effect. If contractor disagree with his letters, the contractor have the rights to give them to the engineer. And the engineer should make a confirmation. When there is some wrong commands give by representative, the engineer should correct them.

6

The other person appointed by employer has no rights to make any commands, as well as engineer and his representative.

6.2 The commands and information of engineer should be signed by himself and submitted to project manager in written form. It will put into effect when the manager signs his name on the feedback. If necessary, engineer should give oral commands and confirm in written form within 48 hours. Contractor should carry out the commands given by engineer. If the engineer can’t give the written confirmation in time, contractor should ask for written confirmation after 7 days when they get the oral commands. If the engineer didn’t give the confirmation to contractor within 48 hours, contractor can think that it has already be established.

If contractor thinks the engineer’s commands aren’t reasonable, the contractor should provide modifier written form to engineer within 24 hours. The engineer should make a decision on amendment or carrying out primary commands and inform contractor in written form. In urgent, if the engineer ask for carrying out primary commands, the contractor should carry out without any disagreement. The cost for increasing rate and loss which is by reason of wrong commands should be assumed by employer. The delayed schedule will be postponed.

This rule is also applicable to the commands given by representative of engineer.

6.3 The engineer should provide instructions and perform the obligations. If the delayed schedule were caused by engineer, the loss of increasing rate and delay should be assumed by employer. And the employer should compensate for the loss to contractor. The delayed schedule will be postponed.

6.4 Employer should provide written form notice to contractor ahead of 7 days, if they ask for changing the engineer. The new engineer should fulfill the obligation and powers of the former’s.

7) Project Manager

7.1 Name and duties of project manager will be specified in Special Terms and Conditions.

7.2 The notice according to contract given by contractor should give to engineer when the project manager signs his name on it. It will be took effect when the engineer receive it and sign his name on the feedback.

7.3 Project manager and the engineer give instructions and organize the construction according to planning and programming of project construction (Scheme) admitted by employer and contract. In case of an emergency or the engineer is out of reach, the project manager should take emergency measures which are guarantee the safety of people, project and property. If it is Employer’s or the third person’s responsibility, the loss should be assumed by Employer. The delayed schedule will be postponed. If it is contractor’s responsibility, the loss should assumed by contractor. The delayed schedule will not be postponed.

7.4 Contractor should provide written form notice to Employer for the approval ahead of 7 days, if they ask for changing the project manager. The new project manager should fulfill the obligation and powers of the former’s.

7.5 Employer has the rights to negotiate with contractor to change the inefficient manager.

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8) Job of Employer

8.1 Employer should finish the following work within certain time according to Special Terms and Conditions.

(1) Tasks such as Land Acquisition. compensation for demolition and field flat, etc. Employer should make the field have qualifications for construction. Employer also is in charge of settling the remaining problems of the above items.

(2) The available of water, electricity and telecommunications shall be connected to the appointed place to guarantee the need of construction.

(3) Opening an passage between project sites and rural public road and main road appointed in the Special Terms and Conditions to ensure safety and traffic smoothness.

(4) Providing files about engineering geological and underground pipelines of project site and answer for the accuracy.

(5) Handling the license of construction and other construction document requirements. And some approval procedures of ground temporarily, suspension of water and electricity supplies, street up and blast work, etc. (except qualifications certificates of contractor.

(6) Ensuring the bench marks and control points and providing to contractor in written form. They should accept inspection in working site.

(7) Organizing contractor and design unit to inspect the blueprint and the designing.

(8) Coordinating the underground pipelines and neighboring constructions, structures (includes architectural conservation), protecting Old and Famous Trees and assuming relevant cost.

(9) Other jobs which should finished by employer are appointed in the Special Terms and Conditions by both sides.

8.2 Employer has opportunity to delegate part of jobs in article 8.1 to contractor. Both sides shall reach an agreement in Special Terms and Conditions. The cost of it should be assumed by employer.

8.3 If Employer doesn’t fulfill obligations of article 8.1 that results in losses and delayed schedule, the losses shall be assumed by employer. The delayed schedule will not be postponed.

9) Job of contractor

9.1 Contractor should finish the following work within certain time according to Special Terms and Conditions.

(1) Contractor design construction document or matching construction according to delegation of employer in the scope of his design certification. Employer should assume the cost of it, when it is confirmed by engineer.

(2) Providing year’s, quarter of a year’s and month’s Scheduled Plan and relevant progress reports.

(3) Providing and servicing lighting which is not used at night and fences according to the requirement of project, and also take charge of security guard.

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(4) Providing offices and houses in project sites to contractor according to the quantity and requirements which are appointed in the General Terms. The cost of it should be assumed by employer.

(5) Keeping the government regulations on the traffic, noise, environment protection and safe production of worksite. Contractor also need comply with formalities and inform employer in written form. The employer should assume the cost, except the fines caused by contractor.

(6) Before turning in a project, the work plan of protection is completed by the contractor. Employer should repair it and assume the cost. The Special protection for part of project which is given by contractor and requested by employer, and relevant increase rate .They are negotiated in Special Terms and Conditions by both sides.

(7) Protecting the underground pipelines and neighboring construction, structures (includes architectural conservation) and Old and Famous Trees according to Special Terms and Conditions.

(8) Keeping project sites tidy and clean which is observed the environmental hygiene management. Contractors should make the sites clean up according to Terms and assume the losses and fines.

(9) Other jobs which should finished by contractor are appointed in the Special Terms and Conditions by both sides.

Construction organization design & Duration

10) Timing plan

10.1 Employer should provide Construction organization design and Timing plan to engineer according to the dated appointed in the Special Terms. Engineer should give confirmation or amendment in time. If not. it will be read as an agreement.

10.2 When the projects are executed by some other units. contractors should comply with employer’s blueprints and relevant files, unit project’s timing plan and other contents appointed in the Special Terms.

10.3 Contractors should organize the projects according to the timing plan and accept engineer’s supervisory inspection. If the actual plan is not same as the timing plan, Contractors should give improvement approach which is confirmed by the engineer. Contractors have no rights to increase project price when the difference is caused by Contractors.

11) Start & deferred start

11.1 Contractors should start the work in the date appointed in the agreement. If contractors couldn’t start on time, it couldn’t later than the 7^th days after start-date and also should offer the reasons and requirements of deferring start. Engineer should give his answer to contractors within 48 hours when he got the application. If not, it will be regarded as an agreement. The delayed schedule will be postponed. The delayed schedule will not be postponed if the engineer doesn’t agree with the extension or no applications about extension are given by contractors.

11.2 The engineer should inform the contractors in written form that it can’t start on time. It is caused by some reasons of employer. The start-date will be postponed. Employer should compensate for the loss to contractors and the delayed schedule will be postponed.

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12) Suspension of construction

If necessary, the engineer should ask for suspending the project in written form and provide solutions in written within 48 hours. If not, contractors have rights to return to work. If the stoppage is caused by employer, the loss and cost should be assumed by him. The delayed schedule will be postponed. If the stoppage is caused by contractors, the loss and cost should be assumed by him, but the delayed schedule will not be postponed.

13) Delayed schedule

13.1 The delayed schedule will be postponed which are caused by the reasons confirmed by engineer as following.

(1) Blueprints and Conditions of the project start aren’t provided by employer according to Special Terms and Conditions.

(2) Contractors couldn’t provide payment and progress payment. so that normal construction cannot be carried on.

(3) Engineer couldn’t provide instructions and approval. so that normal construction cannot be carried on.

(4) Design change & increase the quantity of the project

(5) Suspension of water .electricity and gas supplies more than 8 hours not caused by Contractors within one week. (6) Force Majeure (7) Some other situations which are confirmed by Engineer or appointed in the Special Terms

13.2 Contractors should provide the delayed schedule report to Engineer within the 14 days when the situation about article 13.1 was carried out. The Engineer should give confirmation within 14 days. If not, it will be read as an agreement.

14) Construction completion

14.1 Contractors should complete the project on the date which is appointed in the agreement or confirmed by the engineer.

14.2 Contractors shall be liable for breach of contract, if contractors couldn’t complete the project in time because of their own reasons.

14.3 If the project has been completed ahead of schedule, both sides should negotiate the special agreement about completing ahead of schedule which is as a part of contract document. This agreement includes some measurements which are play a very important role for quality and safety. It is also includes some conditions and additional contract price of completing ahead of schedule.

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Quality & Inspection

15) Quality of project

15.1 Quality of project should reach the standardized appointed in the agreement. Evaluation of Quality Standards should be in accordance with state or trade Quality Standard. Contractors shall be liable for breach of contract in accordance with the law, if it is caused by contractors.

15.2 If there are some issues between both sides, it should be appraised by TQC confirmed by both sides. The costs and losses of it should be assumed by responsible party. If they all have responsibility, the costs and losses should be assumed by both sides.

16) Inspection & Rework

16.1 Contractor should carry out according to standard specifications. blueprints and engineer’s instructions and accept engineer’s inspection at all times. In addition, they should provide accommodations for inspection.

16.2 The part which doesn’t reach the standard, the contractor should removal and rebuilt when it is discovered by the engineer. Contractors should removal and rebuilt them according to requirements till reach the standard. The cost of rebuilt should be assumed by contractor. The delayed schedule will be postponed.

16.3 The inspection given by engineer should not influence the normal project. If not, the loss shall be assumed by contractor when it is unqualified. Besides, the other cost of additional contract price should be assumed by employer.

The delayed schedule will be postponed.

16.4 The additional contract price which is caused by engineer’s fault instructions or non-contractor should be assumed by employer.

17) Concealed works and intermediate acceptance

17.1 Contractor can make self-criticism when the project have concealed conditions or finish the part of intermediate acceptance according to Special Terms and Conditions. They should inform engineer to inspect in written 48hours before concealed or intermediate acceptance. The concealment, the contents, place and time of intermediate acceptance should be informed. Contractor prepares the record of inspection. When it is qualified and signed by engineer, the concealment and continuing operation should be carried out by contractor. If not qualified, it should be inspected again when contractor have amend it within appointed time according to mission time given by engineer.

17.2 If the engineer couldn’t inspect in time, he shall inform contractor in written 24hours before inspection. But the deferred time can’t be more than 48 hours. If not, the inspection couldn’t be held. What’s more, the inspection can be held by contractor and the record should be accepted by engineer.

17.3 After inspection and the quality of project is reach the requirements of standards, specifications and blueprints. 24 hours later, if there is no signature of engineer on the record, it will be read as a recognition. The concealment and continuing operation should be carried out by contractor.

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18) Recheck

No matter the inspection is held or not, when the engineer asks for recheck the concealed project. The contractor should strip it off and make a hole. When the inspection complete, contractor should cover or repair them. When it is qualified, the additional contract price and losses of it should be assumed by employer. The delayed schedule will be postponed. If not qualified, the cost should be assumed by contractor, but the delayed schedule will not be postponed.

19) Project startup

19.1 When both sides promised startup, the contents of it should be same as the scope of installation contracted by contractor.

19.2 Equipment Installation are under conditions of No-load of Single Machine.contractor organize the startup, and inform the engineer in written 48 hours before startup. The information includes contents, time and address of the startup. Contractors prepare the record of the startup and employer provides necessary conditions for startup. When it qualified, engineer should sign the record.

19.3 If the engineer couldn’t participate in testing, he should ask for extension in written 24 hours before the startup beginning. But the extension couldn’t more than 48 hours. If not, the engineer should accept the testing record.

19.4 Equipment Installation are under conditions of No-load of linkage, employer organize the startup, and inform the Contractors in written 48 hours before startup. The information includes contents, time, address of the startup and requirements of contractors. Contractors make a good preparation according to requirements. When it qualified, both sides should sign the record.

19.5 Obligations of Both sides

(1) If the testing did not reach the requirements of the inspection, employer should demand design unit to amend the design and contractor should reinstall the design according to revised design. The cost of them should be assumed by employer. The delayed schedule will be postponed.

(2) If it did not reach the requirements of the inspection caused by equipment, Equipment Procurement should take responsibility for buying a new one or repairing it. Contractors take responsibility for removing and reinstalling. All the cost should be assumed by contractors who is bought the equipment and the delayed schedule will not be postponed. If the equipments were bought by employer, all the cost should be assumed by him and the delayed schedule will be postponed.

(3) If the testing is not reach the requirements of the inspection which is caused by contractors. Contractors should reinstall and test it according to engineer’s requirements. And the cost of it should be assumed by Contractors, but the delayed schedule will not be postponed.

(4) The cost of testing (except the cost of the contract price or appointed in the Special Terms) should be assumed by employer.

(5) If the engineer didn’t sign the testing record, it will be read as an agreement 24 hours after testing. Contractors can go on constructing or Handling procedures on completed.

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19.6 Employer takes responsible for testing for batch charging when the project completed. If employer demands testing before completed or combination of contractors, it should be approved by contractors. Supplemental Agreements should be signed.

Construction safety

20) Construction safety & Inspection

20.1 Contractors should comply with relevant regulations and organize construction according to Safety Standard. And get ready to be inspected in all time. Take measures against hidden danger of accident. The losses which are caused by contractors should be assumed by himself.

20.2 Employer should make safe education among the workers in the sites and also are responsible for their safety. Employer couldn’t demand contractors to carry out the construction in the criminal way. The losses should be assumed by employer, if the losses are caused by himself.

21) Security Protection

21.1 When contractors carried out construction near the following place, including power equipments, Power transmission lines, underground pipelines, sealed shockproof workshop, highly flammable, explosive places and main communication lines nearing street. Contractors should provide Safety protection measures to engineer before the project and get the permission. The cost of it should be assumed by employer.

21.2 When they perform Blasting or work under such conditions as radiation, toxic risk and corrosive, contractor should inform the engineer 14 days before project in written form and provide the projection measures. When they get the permission, the cost will be assumed by employer.

22) Accident Management

22.1 When the big accident was happen, contractor should inform the engineer and relevant department. The cost will be assumed by accident responsible party according to the requirements of relevant state department.

22.2 Take measures to resolve disputes according to the relevant requirements of state departments.

Contract Price and Payment

23) Contract price and adjustment

23.1 The Contract price of public bidding for construction projects is appointed in the negotiated bidding agreement. The other non-contract price is appointed in the budgetary agreements.

23.2 When the price is come to conclusion, both sides have no rights to change it. When they have to confirm the price, take one of the three measurements as following is ok.

(1) Fixed price or lump sum contracts. Contract price and Computational Method of risk cost are appointed in the ST (Special Terms and Conditions), no adjustment should be make on contract price. The adjustment of other contract price should be made according to ST.

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(2) Adjustable price contract. The adjustment should be made according to appointed adjustment measures.

(3) Cost plus award fee contract. Contract price includes cost and award fee, both sides appointed its computational methods.

23.3 The adjustable factors of adjustable contract price including: (1) The influence of laws, administrative regulations and National policy. (2) Price-setting which is brought out by project cost management

(3) Suspension of water, electricity and gas supplies more than 8 hours which is not caused by contractor within one week

(4) Other appointed factors

23.4 Contractor should provide reason and amount to engineer in written within 14 days after the accident of article 23.3 happened. When it is confirmed by engineer, the cost of it should also be paid by him at the same time with other cost. If not, it will be read as an agreement.

24) Advance payment for the project

When carry out Advance payment for the project, employer should appointed the time and amount of payment to contractor according to ST. The payments will be deducted according to appointed time and proportion after operation. Time of pay in advance should not be late 7 days after start-date. If the employer do not give payment as appointed, contractors have rights to demand him to give payment 7 days after appointed date. When the employer got the information but still don’t give payment, contractors have rights to stop constructing 7 days after giving the information. Employer should pay interests to contractor from the appointed date. He shall be liable for breach of contract in accordance with the law.

25) Acknowledgement of work amount

25.1 Contractors should provide report on work amount to engineer at the appointed time. The engineer should check the finished work amount (called computation) according to blueprints within 7 days. And they are also need to inform Contractor 24 hours before computing. Contractors should give a lot of convenience and send staff to take part in. If contractor do not take part in, the result will be read as an agreement.

25.2 If the contractor does not compute it within 7 days when he got the information, from the 8^th day, the work amount of the report will be regarded as identified and as a basis for the payment of price of work amount. If the engineer could not inform the contractor at appointed date, the result will be regarded as invalid.

25.3 The work amount which is out of the scope of blueprints and caused of contractor should not be computed by the engineer.

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26) The payment of Project Funds (progress payment)

26.1 Employer should pay the Project Funds (progress payment) to contractor 14 days after results confirmation. The prepayment which is the same as the Project Funds (progress payment) should be remained by employer at appointed date.

26.2 The adjustable contract price appointed in the article 23 and 31 of General Terms and other terms should be paid and adjusted at the same time with the Project funds (progress payment).

26.3 If the employers do not pay the Project funds (progress payment) in time, contractor should provide information about the payment to him. If employer still not pay the funds when he got the information, he could negotiate with contractor to make agreement on deferred payment. He could defer the payment when it is admitted by the contractor. The agreement should identify the time of payment. And he also should pay the interests from the 15^th day when they got the computing results.

26.4 The losses should be assumed by employer because the employer couldn’t give the payment at appointed time and both sides to reach an agreement on deferred payment.

Supply of equipment and materials

27) Employer supply the equipment and materials

27.1 If the equipment and materials are supplied by employer, the list of supply of equipment and materials should be appointed by both sides, and the list also should be regarded as a attachment of the contract (attachment 2). The list includes the varieties, size, type, amount, unit price, quality, supply time and supply address of the Supply of equipment and materials.

27.2 Employer supplies the equipment and materials according to the list and the qualifications of them. Employer should be responsible for the quality. Employer should inform the contractor to count the goods with them 24 hours before the goods were arrived.

27.3 Contractor should be assumed the cost of safekeeping when the materials supplied by employer have been counted them. The contractor should assume the loss when the loss is caused by contractor. If the employer do not inform the contractor to count the materials, contractor isn’t responsible for protecting the materials. The losses will be assumed by employer.

27.4 If the equipment and materials supplied by employer are not same as the list, the employer should bear relevant responsibility. Both sides should reach an agreement according to ST as following:

(1) When the unit price is not matching the list, the spread should be assumed by employer.

(2) When the varieties, size, type, amount and quality of them are not matching the list, contractor has rights to refuse to keep them. In this case, employer should delivery them out of the sites and buy some new ones.

(3) When the type, size of them aren’t matching the list, once admitted by employer, contractor could make up a prescription. The losses should be assumed by employer.

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(4) When the address is not matching the list, employer is responsible for delivering them to the appointed place.

(5) If the supply of amount is less than appointed amount, the absent should be attended by employer. If the supply of amount is more, the redundant goods should be sent out by employer.

(6) If the equipments and materials are arrived earlier, the cost of protection should be assumed by employer. If late, the losses should be assumed by employer. The delayed schedule should be postponed.

27.5 Before using the equipment and materials supplied by employer, contractor is responsible for checking test. If not qualified, the cost of checking test should be assumed by employer.

27.6 The settlement methods of equipment and materials should be supplied by employer and appointed in the ST by both sides.

28) The contractors purchase the equipment and materials.

28.1 If the contractor is responsible for purchasing, they should purchase them according to appointed design and standard in the ST and supply the qualifications. The contractor also should take charge of the quality. The engineer should be informed to count by contractor 24 hours before the goods arrived.

28.2 If the materials aren’t matching the design standard, contractor should sent them out according to engineer’s requirements and buy the new goods according to the requirements. The cost will be assumed by contractor. The delayed schedule will not be postponed.

28.3 Before using the equipment and materials supplied by contractor, the inspection should be taken according to engineer’s requirements. If not qualified, it could not be used. The cost will be assumed by contractor.

28.4 If the engineer spotted that the contractor bought and used the equipment and materials which are not qualified, they have rights to demand contractor to repair and demolish them or to purchase the new ones. The cost will be assumed by contractor and the delayed schedule will not be postponed.

28.5 If the substitute materials should be used, the contractor should get the confirmation of the engineer. The increase or decrease of contract price should be appointed by both sides in written form.

28.6 The equipment and materials supplied by contractor, the manufacturer and suppliers could not be appointed by employer.

Engineer Change

29) Engineer design change

29.1 If the employer demands to change the engineer design, he should inform the contractor the alterations 14 days in advanced in written form. The alteration excesses the standard of appointed construction scale. It should be inspected by planning management and relevant department. The modified blueprints and instructions should be provided by employer. The alterations should be taken according to appointed information and requirements.

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(1) The elevation, baseline, position and dimensions of the project should be changed. (2) To add or detract the project amount according to contract (3) The time and sequence of the project should be changed (4) The other jobs which are good at changing the project

The losses should be assumed by employer, because that the losses are caused of the alterations. The delayed time should be postponed.

29.2 The contractor has no rights to change the project design. The direct losses which are caused by contractor’s alterations should be assumed by contractors. The delayed time should not be postponed.

29.3 The rationalization proposal on design change and equipment and materials change which are provided by contractors should be admitted by engineer. If not, the losses should be assumed by contractor. Contractor also has obligation of compensation for losses. The delayed schedule will not be postponed. If the rationalization proposal was admitted by the engineer, the costs and benefits should be negotiated by both sides.

30) Other Modifications

If the contractor demands to change the quality of project or other materially alter, it should be resolve by negotiated with both sides.

31) To determine the modification of price

31.1 Contractor should provide the report on changing the project price within 14 days when the change of project was confirmed. The price will be revised when it is confirmed by engineer. The methods of change contract price should be taken as following:

(1) If there is appointed price of engineering change, they could change the contract price according to the contract.

(2) If there is similar price of engineering change, they could change the contract price according to it.

(3) If there is no appointed and similar price of engineering change, contractor should provide a reasonable price. The price will be adopted when it is confirmed by the engineer.

31.2 If contractor provides the no report on changing the project price within 14 days when the change of project was confirmed. The change will be regarded as a change irrelevant with contract price.

31.3 The engineer should confirm the report on Payment Change in Engineering Project within 14 days when he got it. If the engineer doesn’t confirm it without reasonable causes, the report will be confirmed from the 15^th day when the report arrives.

31.4 If the engineer is disagree with the Payment Change in Engineering Project, it will be solved according to article 37 of the General Terms.

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31.5 The additional Payment Change in Engineering Project is regarded as additional contract price. The Payment Change in Engineering Project and Project Funds will be paid at one time.

31.6 If the change of engineering was caused by contractor, contractor has no rights to demand to add the contract price.

Inspections and settlements of completion

32) Inspections of completion

32.1 If the conditions of inspection that the Project had, contractor should provide complete completion materials and reports according to relevant state provisions of Construction completion. If the both sides promised that the as built drawing should be provided by contractor, the contractor should provide the date and quantities of it according to Special Terms and Conditions.

32.2 Employer should organize the inspection within 28 days when the completion report was received. The Contactor should give confirmation or suggestions within 14 days after the inspection. The contractor should repair it according to the suggestions and assume the cost.

32.3 If the Owner fails to organize acceptance within 28 days after receipt of the completion acceptance report delivered by the Contactor, or fails to offer amendment opinions within 14 days after acceptance, the completion acceptance report shall be deemed to have been recognized.

32.4 When the completion inspection is fulfilled, the actual date of completion is the date when the contractor sent the contract.

32.5 If the employer do not organize the inspection within 28 days when the completion report was received, from the 29^th, the contractor should take responsibility for protecting the Project and all the accidents.

32.6 The completion scope of middle term and completion time are appointed in the Special Terms and Conditions. The inspection procedures should be executed according to article 32.1 and 32.4 of the General Terms.

32.7 Due to special reasons, employer demand some units to complete the Project without parts of project. The agreement of completing the project without parts of project should be signed in order to confirm the responsibility of both sides and methods of payment.

32.8 If the project without going through the acceptance check or considered unqualified after the acceptance check shall not be put into use.

33) Settlement of Completed Projects

33.1 When the Owner organizes acceptance within 28 days after receipt of the settlement of completion acceptance report and settlement documents delivered by the Contactor. Contractor should provide settlement of completion acceptance report and complete settlement data.

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33.2 The Owner makes confirmation or gives suggestions within 28 days after receipt of the completion acceptance report delivered by the Contactor. The employer confirms the report and informs the administering bank to pay the Accounts Settled. The contractor gives the complete project to engineer within14 days after Accounts Settled acceptance.

33.3 If the Owner fails to give the Accounts Settled without reasonable causes within 28 days after receipt of the completion acceptance report and settlement documents delivered by the Contactor, from the 29^th day, employer should pay interests to contractor according to the prime bank interest for loans of the time. He shall be liable for breach of contract in accordance with the law.

33.4 If the Owner fails to give the Accounts Settled within 28 days after receipt of the completion acceptance report and settlement documents delivered by the Contactor, from the 29^th day, the contractor has rights to remind him to give the payment. If the Owner fails to give the Accounts Settled within 56 days after receipt of the completion acceptance report and settlement documents delivered by the Contactor, contractor has rights to negotiate with employer to make a discount. And contractor also should apply the people’s court to sale the project by auction according to the law. Contractor has priority rights on the remuneration of discount and auction.

33.5 If the contractor fails to supply the completion settlement report and complete settlement documents within 28 days after the confirmation is given by employer. If the normal project settlement could not be carried out or the payment cannot be paid in time, contractor should complete the project when employer demanded and also should protect the project when employer didn’t demand.

33.6 If there are arguments on Accounts Settled between both sides, the arguments should be solved according to article 37 of General Terms.

34) Quality Warranty

34.1 The contractor assumes the responsibility of quality warranty during warranty time according to relevant laws. regulations and rules.

34.2 The implement of quality warranty. Contractor should sign the warranty certification before completing the project. The certification is regarded as the contract attachment. (attachment 3)

34.3 The main contents of Warranty Certification (1) The items, contents and scopes of quality warranty (2) The warranty time (3) The responsibility of warranty (4) The methods of warranty payment

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Default, Claims and Disputes

35) Default

35.1 The employer breaches the contract when the following situations were happened.

(1) Employer cannot give the prepayments in time which is referred to article 24 of General Terms.

(2) Employer cannot give the project payment according to contract which is referred to article 26.4 of General Terms. That causes the construction can’t be carried out normally.

(3) Employer cannot give the Accounts Settled without reasonable causes which is referred to 33.3 of General Terms.

(4) The other situation that employer fails to perform his contractual obligations, or performs them in a manner which is not in conformity with the agreed terms.

The employer should be held responsible for the breach of the contract and compensate the losses with money.

35.2 The contractor breaches the contract when the following situations were happened.

(1) The project cannot be completed in time because of contractor’s reasons or the delayed schedule could be postponed confirmed by engineer, which are referred to article 14.2 of General Terms.

(2) The quality of project can not be up to the appointed standard because of contractor’s reasons which is referred to article 15.1 of General Terms.

(3) The other situation that contractor fails to perform his contractual obligations, or performs them in a manner which is not in conformity with the agreed terms.

The contractor should be held responsible for the breach of the contract and compensate the losses with money. The computational methods of losses and penalty and the amount of penalty should be appointed in the General Terms.

35.3 The parties to a contract may agree that one party shall, when violating the contract, accept responsibility and continue to fulfill the contract.

36) Claims

36.1 When there are reasonable causes and evidence, the one party to a contract has rights to take a claim against the other party.

36.2 The situations such as the employer could not fulfill the obligations or the error occurred caused by employer are caused some losses. The losses include that the project was delayed and (or) the contract price cannot get in time or other economic losses. Contractor could claim for indemnity in written form according to procedures as following.

(1) The claim information has been provided to the engineer within 28 days after the claim was occurred.

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(2) Providing long-term and (or) compensation report and relevant data on economic loss.

(3) The engineer should reply the claim report and relevant data within 28 days or demands replenish the claim causes and evidence.

(4) If the engineer fails to reply the report and data within 28 days after receipt of the compensation report delivered by the Contactor, the compensation will be regarded as confirmed.

(5) When the claim is in the progress, contractor should send intention to claim to engineer staged. Contractor provides claim data and the final claim report within 28 days when the claim is finished. The procedures of claiming are the same as the rules of (3) and (4).

36.3 If the contractor fails to fulfill the responsibility of contract and leads to economic losses. Employer has rights to enter a claim against contractor according to article 36.2.

37) Disputes

37.1 If there is any dissension when employer and contractor execute contract, they two can compromise or command relative responsible departments to mediate. If one party disagree with the above methods, the dissension could be solved by appointed methods as following.

The first solution: in accordance with the arbitration clause of contract, or a written arbitration agreement concluded after the contract has been signed, be submitted to a copyright arbitration body for arbitration.

The second solution: to directly file a suit in a people's court.

37.2 Both sides are responsible for keeping constructing and protecting the completed project even the dissension has occurred. Excepting the following situations:

(1) Fails to perform the contract because of Unilaterally broke the contract. The both sides reach an agreement to stop the construction.

(2) Mediating the dissension and stop the construction are confirmed by the both sides (3) Arbitration agency ask for stop construction (4) Lower Court ask for stop construction

Others

38) Engineering Subcontract

38.1 Contractor jobs out part of the contract according to the Special Terms and Conditions and signs agreements with subcontractors. Contractor cannot job out any part of contract to subcontractors without employer’s permission.

38.2 Contractor should not job out all the project to the other, also should not dismember the project and subcontract them in the name of subcontracting.

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38.3 Construction subcontracting can not relive any Accountability and Liability of the contractor. The contractor should make the management personnel to let the contract to be fulfilled. Any noncompliance or neglect of the subcontracting enterprise causes losses to contractor, contractor need to undertake join and several liability.

38.4 The subcontract project cost should be settled with the contractor and the sub contractor. Contract letting party have no right to pay the cost for the project without the consent of contractor.

39) Non –resistance Action

39.1 Non –resistance action involves exploding, fire, Natural Hazards or war, unrest, or flyer droping.

39.2 After the Non –resistance action, the contractor must inform engineer immediately, and take measures to decrease the loss as much as possible. If the engineer think it must be stopped, the contractor must stop here. 48 hours After the Non –resistance action, the contractor need to inform the disaster situation to engineer and estimate the repair fee. If the Non –resistance action lasts, the contractor must inform engineer every 7 days. 14 days after the Non –resistance action, the contractor needs to inform the disaster situation to engineer and estimate the repair fee.

39.3 The fee and delay due to the Non –resistance action , two parties will be treated according to the rules below:

(1) The subcontractor undertake the casualties, property damage, material of construction and damage control equipment due to the project.

(2) The casualties which is due to the subcontractor is undertaken by the contractor.

(3) The contractor must undertake the equipment damage stand-by loss

(4) During the lockout term, the employer undertakes the expense which engineer requires management personnel and guards to cost.

(5) The project needs to be cleared and restored.

(6) The delay prolongs according to time.

39.4 The responsibility cannot be exempt from the party delays

40) Insurance

40.1 The employer need give the workers insurance before the beginning of the project. 40.2 The employer must cover the insurance for the material and equipment of the project. 40.3 The employer can entrust the contractor to cover the insurance and pay for the fee.

40.4 The employer must cover the insurance for the workers who do hazardous operation and the material and equipment of the project .

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40.5 Both the contractor and employer must take measures to decrease the losses when happens to accidents.

40.6 The content and the responsibility of the insurance is provided by the special terms and conditions.

41) Assurance

41.1 Both the contractor and employer should offer the assurance below in order to make sure to fulfill the contract: (1) The employer offers the assurance for the contractor and pay for the fee of the project according to the contract. (2) The contractor offers the assurance to the employer and fulfills the responsibility.

41.2 If one party Breach of Contract, the other can require the third party undertake the responsibility.

41.3 The content, ways and responsibility should be ruled in the special terms and conditions.

42) The patented technology and Special Technology

42.1 If the employer requests to have the patented technology and Special Technology, they should have the procedures and pay for the fee for apply for, also, they should get the agreement of engineer.

42.3 Unauthorized use of patented technology and the patent infringement will bear the legal liability and responsibility.

43) Cultural Relics and Obstacles Underground

43.1 If find barrow, ruins of ancient buildings, Cultural Relics and other valuables ,the employer should protect scene immediately and inform engineer in written form in 4 hours, the engineer should inform the Bureau of Cultural Relics in 24 hours, the employer take measures to protect the scene according to the request. And this make the delay should be prolonged the due time.

43.2 The obstacle underground should be informed engineer in written form in 8 hours in written forms and in the meantime get the solutions, the engineer should revise the schedule in 24 hours, and this makes the delay should be prolonged the due time.

44) The Termination of Contract

44.1 If the employer and the contractor agree with each other, the contract can be terminated.

44.2 If happens to the case No.26.4, and the contractor does not pay the fee for stopping over 56 days, the employer have right to terminate the contract.

44.3 If happens to the case No.38.2, the employer make all or some project subcontract, the employer have right to terminate the contract.

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44.4 If happens to the case below, the employer has right to terminate the contract:

(1) The Force Majeure make the contract failed to fulfill

(2) The contract cannot be fulfilled due to default and breach of one party (including the employer causing the delay)

44.5 If one party want to terminate the contract according to NO.44.2 44.3 44.4, you need to inform the partner in written form in 7 days .If there is dispute about the contract , we deal with this according to No.37 .

44.6 While the contract is discharged, the contractor should make the protection and removal of the completed construction and bought material and equipment well, and pull engine equipment and workers out as required. The employer should supply the essential conditions to the contractor for pulling out, and pay for the cost and the completed construction according to the contract. The booked material and equipment should be canceled or discharged by the booking person. The payment which fails to get discharged or the cost for discharging the booking contract should be paid by the employer. The cost that comes from the delay of returning the goods should be taken the responsible party. Besides, the mistaken party should pay for the cost caused by the discharging the contract.

44.7 The termination of contract does not influence the validity about the liquidation.

45) The taking effect and termination of the contract

45.1 Both parties set reasonable ways for the contract to taken effect.

45.2 Except for No.34, the employer and the contractor undertake all the obligations of contract, after finishing the project and paying for all the fees, the contract terminated.

45.3 Please observe principle of honesty and fulfill the obligation of help and confidentiality after the termination of contract

46) Quantity of Contract

46.1 There are 2 contracts, and they have the same legal effect of law.

46.2 The quantity of duplicated ones is determined by the request of both parties.

47. Supplemental Terms

Both parties can make reification and modification about the contract according to the law, administrative regulations and specify in the special terms and conditions on agreement.

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Part Three
Special Terms and Conditions

Definition of terms and contract documents

2) Contract documents and Explanation order for the contract documents

The composing and order of contract documents: executing article 2 of General Terms

3) Languages and applicable Laws, standard and criterions.

3.1 The available languages are not only Chinese but also ________ language.

3.2 Applicable laws and regulations

Laws and administrative regulations should be expressed. There are “Contract Law of the People’s Republic of China”, “Law of the people’s republic of china on bid invitation and bidding”, “CONSTRUCTION LAW OF THE PEOPLES REPUBLIC OF CHINA”, ”Regulations on Administration of the Quality of Construction Projects”, “Interim measure of the settlement of accounts” (Construction documents [2004]No.369) and the relevant state provisions.

3.3 Make use of applicable standards and criterion

The name of applicable criterions: “Unified standard for constructional quality acceptance of building engineering” (GB50300-2001) and other relevant regulations of professional acceptance of quality, and also according to standards of a local government.

The contractor provides the standard and formal time: _______________

There is no relevant standard and formal time at home: ______________

The general rights and obligations of both sides

5) Engineer

5.2 The engineer who is appointed by surveillance unit

Name: Position: Director

The duties appointed by employer: executing the surveillance contract or to grant authority according to appointed Proxy

The authorities should be executed when they are confirmed by employer: the engineering order of starting of restarting the project, stop-work order, economic vise, claim vise and other authorities not appointed in the authorization.

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5.3 The engineer stationed by employer.

Name: Jiangde Yu                      Position: Director
Authority: full-fledged member

5.6 Executing no authorities of supervision and engineer: _______________

7) Project Manager

Name: Yuanwei Cheng Position: Project Manager

8) Employer’s job

8.1 Contractor should complete the project according to appointed time and claims.

(1) The construction sites are required conditions of execution and the completed time: There are “three supplies and one leveling” (supply of water, electricity and road and leveled), that is to say the sites are filled all requirements for construction.

(2) The time, address and supply request for linking the water, electric and communications to the work sites. Linking public pipeline of water, electric to work sites within 7 days before the project started. They should within the central building of 50m. The contractor should guarantee the Joins according to the design.

(3) Time and requirements of work sites and cut-over of public roads. When he has filled all requirements, contractor should provide temporary construction sites and assumed for the losses.

(4) The supply time of engineering geology and data of underground pipelines. Employer should provide a copy of it to contractor in written before construction start. He also should be responsible for its accuracy and authenticity.

(5) The name and complete time of job implementation certification and approved documents which are transacted by employer. Providing a copy of notification of award, Construction Works Planning Permit to the employer.

(6) The inspection requirements of leveling points and control-point coordinate. Providing written formal 5 days before starting and field acceptance test (field acceptance test by Planning and Zoning).

(7) Drawing inspection and time of design clarification: 10 days before project

(8) Coordinating the underground pipelines, neighboring constructions and structures (includes protection of historical relics) and protection of old tree and famous wood species: They are executed according to the 8^th of article 8.1 of General Terms.

(9) Other jobs should be completed by the employer. That is coordinating the jobs of every aspect.

8.2 The job of contractor should be completed what is appointed by employer: ________________

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9) Contractor’s job

9.1 Contractor should complete the following tasks according to appointed time and requirements.

(1) The time of submission of design should be provided by the Contractor who is filled with good design qualifications and trade confirmation.

(2) The name and time of planning and report. Providing 2 copies of planning and materials report on the 20^th of every month, and one copy should be returned when signed by employer.

(3) Be responsible for construction safety and a non-night light: according to the 3^rd of article 9.1 of General Terms.

(4) The requirements of office and houses: Providing the supervisor an office

(5) Some procedures of work sites traffic, sanitation and noise management should be transacted by the contractor. According to the 5^th of article 9.1 of General Terms

(6) The special requirements for completed project and fee assumption: If the employer uses it in advance or asks for special protection, the cost should be assumed by employer according to General Terms.

(7) The protection of underground pipelines, neighboring constructions and structures (includes protection of historical relics), old tree and famous wood species and fee assumption.

The employer should provide the graph of underground pipelines, floor plan of neighboring constructions and base plan according to the General Terms. The protection methods should be confirmed by both sides. And the cost will be assumed by the employer.

(8) The sanitary requirements of work sites: They are according to the 8^th of article 9.1 of General Terms.

(9) The other jobs for the contractor appointed by the both sides.

Planning and programming of project construction and construction period

10) Planning

10.1 The contractor provides construction management plan and time of Planning. Within 20 days when the drawing inspection was completed.

The time for the engineer confirmation: within 7 days when it is arrived, the time limit for making response is not met, the application should be regarded as confirmed.

10.2 Requirements on Planning of project complex:

13) Delayed schedule

13.1 Other situations on delayed schedule appointed by the both sides: delayed schedule according to General Terms.

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Quality and Inspection

17) Concealed works and intermediate inspection

17.1 The part of appointed intermediate inspection: except according to regulations of Weihai Quality department, the employer and supervising engineer have rights to inspect any part of the project according to the2.2th of article 17.1 of General Terms.

19) Test run

19.5 Pick up the tab for test run: according to article 19 of General Conditions

Constructing Safety

According to article 20, 21, 22.

Contract Price and Payment

23) Contract Price and adjustment

23.2 The Contract Price is confirmed according to the method of (2)

(1) Adopting the fixed Contract Price, the risk of it includes:

 The computational method of risk charge:

The adjustment method of Contract Price out of the risk scope:

(2) Adopting adjustable Price Contract and the adjustment method of Contract Price:

(1) According to the principle of budget settlement of Drawings. The settle basis: as-build drawing, relevant changes, field visas, construction management plan, technology authorization and Minutes of Meeting. The following documents are referenced: “Consumption of fixed construction in Shandong Province 2003”, “Consumption of installation works in Shandong Province 2003”, edition 2006 of “The installation costs and calculation rules in Shandong Province” and relevant documents of Shandong Province and Weihai City.

(2) The norm unit price of one person per M/D is 32 Yuan per M/D of civil engineering, installation and decoration. If there is scattered workers are needed, the visa should be signed by both sides and the integrated price is 50Yuan per M/D.

(3) The price of adjustable materials is appointed in the regulations, the contractor should inform the price to employer. The employer should confirmed it within 7 days, if not, it will be read as an agreement.

(4) Within the limit of turnkey job, the buyer should be appointed by the employer. The project which is constructed by professional construction team is regarded as specialist subcontracting. The subcontract project is according to a fixed settlement and added into directly fee, the total contractor should not charge the implementation fee. If the subcontractor signed the agreement of integration unit price, the 2% of implementation fee should be paid. Before taking interests, it should be settled according to subcontract construction.

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(5) The measure cost and regulations fee should be paid according to relevant documents.

(3) Adopting cost plus fee contract, there are some engagements about cost and fee:

23.3 The other adjustable factors of appointed contract price:

23.3.1 Adjusting the design change, filed visa and working contact list according to the actual situations.

23.3.2 The settlement is accounted according to time period, and the time node is divided into 3 times, they are calculated as follows:

(1) The first time: from the start time of Construction Permit to +0.000
(2) The second time: from +0.000 till the main structure has been finished
(3) The third time: from the main structure finished till the total construction has been finished
(4) The contractor should settled it according to the above nodes and divided into 3 times, the total section settled at last. The price of factor price should be paid according to above nodes.

24) Advance payment for the project

The time and amounts of advance payment for project percentage of the total amount of contract price:

The time and percentage of project funds rebate:

25) The confirmation of work amount

25.1 The provided time of the report on work amount this is supplied by contractor to engineer. Providing the report on work amount the 23^rd per month, a copy should be back when employer signed them.

26) The payment of project funds (progress payment)

The time and method of the appointed payment of project funds (progress payment):

After the completion of 4 floors on the ground, contractor should provide the finished work amount and cost. Employer should complete the appraisal within 14 days and pay 35% of work amount. Contractor should provide the finished work amount of that month on the 23^rd of per month. The employer should inspect them within 7 days. The payment of 70% of the work amount of the very month and 5% of 2 floors underground and 4 floors on the ground should be paid by contractor within 7 days after the inspection. The 85% of the total payment should be paid when the construction was completed. The 95% of engineering final accounts will be paid within 28 days. The balance will be regarded as the margin and will be paid within 2 years from the date of completion of the construction. Other situations should solute according to the General Terms. Employer should ensure that 75% of cost of labor will be paid before the Spring festival of 2010.

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Supply of equipment and materials

27) Supplied by employer

27.4 If the equipment and materials supplied by employer are not same as the list, the responsibility of both sides are as following:

(1) The unit price is not same as the list: it should be resolved according to1st of article 27.4 of the General Terms.

(2) The varieties, size, model and quality are not same as the list: it should be resolved according to the 2^nd of article 27.4 of the General Terms.

(3) The materials that the contractor has rights to make up a prescription: it should be resolved according to the 3^rd of article 27.4 of the General Terms.

(4) The arrived address is not same as the list: it should be resolved according to the 4^th of article 27.4 of the General Terms.

(5) The amount of supply is not same as the list: it should be resolved according to the 5^th of article 27.4 of the General Terms.

(6) The arrived time is not same as the list: it should be resolved according to the 6^th of article 27.4 of the General Terms.

27.6 The settled methods of equipment and materials should be provided by the contractor. It should be resolved according to the relevant city’s regulations.

28) Supplied by contractor

28.1 The appointments of equipment and materials which are supplied by the contractor. When the materials are bought by the contractor, the construction materials should meet the National construction standard. The materials that the price are adjustable, the contractor should purchase by inviting bid on the conditions of the same payment term with employer. The producer, brand and price should be confirmed by the employer. The employer has rights to prohibited for use when it isn’t confirmed by the employer. The price of materials should be confirmed within 7 days when the contractor provided the visa of price of materials. If there is no confirmation and suggestions are provided, it will be read as an agreement.

Engineer Change

According to article 29, 30, 31, the Engineer change should be settled every month or put forward and hand in.

Inspection of Completion and Settlement

The Inspection of Completion is executed according to General Terms.

The contractor should make and provide the final settlement documents to the employer within 56 days when the construction was completed. The contractor should delegate the approving budget department to audit it when the contractor received the settlement documents. The audit should be completed within 90 days. If they impede the audit and cause the prolongation, it will be regarded as an agreement. They are settled by stages according to above regulations. The other situations should be resolved according to General Terms.

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32) Inspection of completion

32.1 The appointment of providing as-build drawing: Providing one copy with one month. If no inspection materials was provided by the contractor, part A has rights to refuse pay the project funds. If the payment is overdue, one day’s last fee is 1‰ of the total contract sum.

32.6 The scope and complete time of interim completion construction: an execution clause

Default, Claim and Disputes

35) Default

35.1 The responsibility for default of employer as following:

If the employer breaches of contract that he should accept responsibility according to article 24 of General Terms: an execution clause

If the employer breaches of contract that he should accept responsibility according to article 26.4 of General Terms. The responsibility as following: If within 2 months, it will be calculated according to the interest payment. If more than 2 months, it will be calculated according to 120% of the interests payment. The losses will be assumed by the employer.

If the employer breaches of contract that he should accept responsibility according to article 33.3 of General Terms. The responsibility as following: If within 2 months, it will be calculated according to the interest payment. If more than 2 months, it will be calculated according to 120% of the interests payment. The losses will be assumed by the employer.

Any other responsibilities of breach the contract      -----

35.2 The responsibility of breach the contract of contractor is appointed in the contract.

If the contractor breaches of contract that he should accept responsibility according to article 14.2 of General Terms: If there is the possibility to accomplish the project one day ahead or one day delayed, the reward or penalty for everyday is one ten-thousandth of the total project funds. Award and punishment approaches of stage control points are ahead or delayed one day. The award and punishment of everyday is one ten-thousandth of the total project funds, and executing according to progress payment.

If the contractor breaches of contract that he should accept responsibility according to article 15.1 of General Terms: The contractor should carry out construction strictly in accordance with design drawing, state regulations and reasonable requirements of employer. The economic losses should be assumed by contractor if the losses are caused of quality of project. What’s more, the contractor should pay the late fee to employer. The amount of late fee is 50% of the economic losses.

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Any other responsibilities of breach the contract      -----

37) Contention

37.1 If there are contentions during the performance of contract, the both sides appointed as follows:

(1) Providing conciliation by

(2) Adopting the 2^nd solution methods and arbitrating to  ------ committee applies for the arbitration lawfully or to institute legal proceedings in the Intermediate people’s court of Weihai city.

Others

38) Subcontract engineering

38.1 The subcontract engineering which is permitted by employer: If no permission in written is provided by employer, the contractor has no rights to subcontract the construction. Subcontract units are:     ------

39) Force Majeure

39.1 Some appointments of Force Majeure: Ms 6 or over earthquake, execution of main structure in the conditions of Ms 6 gale lasting more than one days or execution of other structures in the conditions of Ms 8 gale lasting more than one days, more than 200mm precipitation in the conditions of heavy rain and snow lasting more than one days. Others executed according to the General Terms.

40) Insurance

40.6 The contents of Insurance are appointed as follows:

(1)	The contents of Insurance of the employer:    --------
	The Insurance projects that the employer delegates to the contractor.    -----
(2)	The contents of Insurance of the contractor: executing the article 40.4 of General Terms

41) Assurance

41.3 The assurance projects appointed by the both sides are as follows:

(1) The employer provides performance of contract Insurance. The methods of assurance are: . Assurance contract will be regarded as the attachment of the contract.

(2) The contractor provides performance of contract Insurance. The methods of assurance are: . Assurance contract will be regarded as the attachment of the contract.

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(3) Any other assurance projects: ---

46) The copies of contract

46.1 The appointed copies of the contract. 6 copies and giving each 3 copies

47) Supplementary Items

47.1. The foundation and waterproof professional separately project, the employer may make the professional separately contract according to actual conditions according, and the employer takes the responsibility to fully manage the project.

47.2. The project which is contracted separately by employer, the construction workers must have matching qualifications and ability. The contractor takes the responsibility to coordinate the construction rate and construction quality. The contractor takes the responsibility to the epibolic project. The overhead expenses are discussed.

47.3. The visa and technical information should be verified by the employer in 28 days and get the acknowledgement. What is out of time to be verified or come up with any suggestions means it is accepted by the employer.

47.4. The contractor should take the responsibility to collect the technical information of the epibolic project, ensure the middle check and completed check.

47.5. The concrete which is made in the major project is commercial concrete.

47.6. The material and equipment supplied by the employer, the contractor should offer the material supply plan in 30 days before constructing. The employer should provide the material as the plan, not to return the overcharge and demand payment of the shortage. At the time of settling accounts, the over 5% part of the overcharge return according to the price multiply 110% to the Party A, the shortage returns to the Party B.

47.7 If there are uncomplicated work after inspections of completion, the employer has right to request them finish project in due time and pay for that.

47.8 The employer must pay for the workers unconditional priority, if labor dispute leads to the strike, and after investigating, that is the contractor’s obligations, they must pay 50,000 RMB to employer every time, and the default fee can be deducted from the project fee. And this may cause delaying should not be prolonged.

47.9 The contractor can not subcontract the project to others without the agreement of employer, and employer has right to terminate the contract (the loss will be undertaken by the contractor) and charge 5% of the project fee as punishment.

47.10 If the employer has difficulty in paying, building materials can offset and both parties can use supplement to negotiate.

47.11 Unless the employer can not afford the project fee, the contractor should not stop working, or the contractor must pay at 5% of the project expense as default fee, the employer can make the fee offset.

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47.12 The employer sends out the workers who have worked in Bao Gang Company for 5 years. And the project manager also the technical leader must have experience for 10 years, such requests must have certifications unless the contractor have the right to replace.

47.13 The employer must make filing procedures in time when the contract has been signed in 2 months. If this is over inspection period, Party A have the right to cancel the contract and charge Party B 100,000. The contractor must undertake the default responsibility due to the lack of procedure and cause delaying.

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Attachment 1

The Contractor Contracting Items Sheet

Construction name	Scale	Area	Structure	Levels	Span	Content	Cost	Starting date	Completion date
Longhai International Mansion		60 thousand	Frame				About 70 million

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Attachment 2

The Employer Supplying Material and Equipment Sheet

ID	Kind	Type	Unit	Amount	Price	Levels of Quality	Supply Time	Service Address	Remark
				According to the Employer material plan sheet		According to Design, requisition and the Employer material plan sheet	According to the Employer material plan sheet	Employer Factory or Working-yard

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Attachment 3
Quality Guarantee Contract of Housing Construction Project

Employers (full name):	Weihai Economic & Technology Development Zone Longhai Properties Co., Ltd.
Contractor (full name):	Shanghai Baogang Construction Engineering Corporation (Group)

In order to guarantee Longhai International Project (Construction Name) to use normally in useful life, the Employers and Contractor sign the Quality Guarantee Contract through the consultation. The Contractor takes the responsibility of quality in quality guarantee time according to the relational regulations and the agreement of both parties.

No. 1 Range and Content of Quality Guarantee Contract

The range of quality guarantee includes the foundation project, major structure project, waterproof project and other appointed construction, as well as electric wire project, water pipe project and heating project. The detailed quality guarantee is appointed by the both parties as follows: In the project range of the construction and installation project of the contractor. The epiboly project is out of the range.

No.2 Quality Guarantee Period

The Quality Guarantee Period is counted since the construction is completed. The monomial completed project should count the quality guarantee period separately.

According to the relational national regulations, considering the detailed project, the both parties agree the quality guarantee time as follows:

1.	The construction is designing service life years, and the waterproof project is 5 years.
2.	The electric wire project and the water pipe project are 2 years.
3.	The heating project is 2 period.
4.	The public construction of open-air sewers project and Interior roads are --- years.
5.	Other agreement :  - ----------

No.3 Responsibility of Quality Guarantee

1. The items of guarantee range, the contractor should send for repairing in 7 days after receiving repairing message. If the contractor did not send for repairing in appointed period, the employer may ask for others to repair, and the repair cost deducts from the quality guarantee funds.

2. Urgent first-aid repairing accident. The contractor should send for repairing at once after receiving the accident message. The accident which is not the quality from the contractor, the cost should be paid by the employer.

3. In the reasonable useful period of the national regulations, the contractor should ensure the quality of foundation project and major structure project. The contractor should take the responsibility to pay for the injury of the person or property in the reasonable useful period of the construction because of the contractor.

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No.4 Payment of Quality Guarantee Funds

The appointed quality guarantee funds of the construction are 5% of the contract.

The both parties come to an agreement that the quality guarantee funds which the contractor pays to the employer is - -------------------- (in capital). The interest rate of bank of the quality guarantee funds is -----------.

No.5 Returning of Quality Guarantee Funds

In 2 years since the construction is completed.

No.6 Others

Other appointed quality guarantee items :------------.

The Quality Guarantee Contract as the appendix of the construction contract should be signed by both contractor and employer.

38

EX-10.18

Exhibit 10.18

(English Translation)

Construction contract of construction project

(GF——1999——0201)

Employer: Qingdao Xudong Real Estate Development Co., Ltd.
Contractor: Qingdao Longhai Construction Group Co., Ltd.

Part One
Agreement

Employers (full name): Qingdao Xudong Real Estate Development Co., Ltd.
Contractor (full name): Qingdao Longhai Construction Group Co., Ltd.

Both parties agreed on the project terms and signed a contract, which is according to “Contract Law of the People’s Republic of China”, “CONSTRUCTION LAW OF THE PEOPLES REPUBLIC OF CHINA” and Other relevant laws and administrative regulations.

On the basis of keeping to principle of equality, voluntary and good faith:

1. Project Overview

Name:	Dongli Garden, Phase One
Address:	21 East Jiushui Road, Licang District
Content:	32 multi-floor buildings, 8 high-floor buildings, street-facing shopping stores, with an aggregate construction area of 213,000 Square Meters

The form of additional contractor business of the group projection: (Annex 1)
Approve Number:
Source of fund: Funds raising

2. Scope of Construction

Scope of Construction: Civil work, installation, water, utility and heating system

3. Contract duration

Commencement date: May 28, 2007
Completion date: December 27, 2008
Total days:

4. Quality Standards

Construction Quality Standards: Qualified 5. Contact Price Amount (Capital): RMB 244 million Yuan 6. Related files of contacts: This includes:

1) This Contract

2)	Notification of award
3)	Form of Tender and its attachments
4)	Special terms and conditions of the contact
5)	General terms and conditions of the contact
6)	Standard specifications and relative files
7)	Blueprint
8)	Bill of Quantities
9)	Priced BOQ or Budget document

Written agreements or documents between the parties on the project shall be deemed as a part of this contract.

7.   Some words of the agreements are given the same definition in the “General terms and Conditions” Part two.

8.   Contractors promise Employers that they will work and finish the project in accordance with the terms of the contract. And they will also assume the obligations still under guaranty.

9.   Contractors promise Employers that they will pay the price and other sums based on the contract rate and payment within contract date.

10. Execution of contract

Time: October 8, 2006
Address:

The contract will take effect immediately after both parties’ sign which is defined by employers and contractors.

Employer: Qingdao Xudong Real Estate Development	Contactor: Qingdao Longhai Construction Group Co.,
Co., Ltd. (Seal)	Ltd.
Address	Address
Legal Representative:	Legal Representative:
Authorized person:	Authorized person:
Deposit bank:	Deposit bank:
Tel:	Tel:
Fax:	Fax:
Postcode:	Postcode:

2

EX-10.19

Exhibit 10.19

(English Translation)

Construction contract of construction project

(GF——1999——0201)

Employer: Weihai Economic & Technology Development Zone Longhai Properties Co., Ltd.
Contractor: Qingdao Longhai Construction Group Co., Ltd.

Part One
Agreement

Employers (full name):	Weihai Economic & Technology Development Zone Longhai Properties Co., Ltd.
Contractor (full name):	Qingdao Longhai Construction Group Co., Ltd.

Both parties agreed on the project terms and signed a contract, which is according to “Contract Law of the People’s Republic of China”, “CONSTRUCTION LAW OF THE PEOPLES REPUBLIC OF CHINA” and Other relevant laws and administrative regulations.

On the basis of keeping to principle of equality, voluntary and good faith:

1. Project Overview

Name:	Lidu Garden, Rushan Longhai
Address:	Yintan, Rushan City
Content:	civil work, water and utility

The form of additional contractor business of the group projection: (Annex 1) Approve Number: Source of fund: Funds raising

2. Scope of Construction

Scope of Construction: construct according to the blueprint provided by the Employer

3. Contract duration

Commencement date: September 28, 2006
Completion date: November 28, 2008
Total days: 792 days

4. Quality Standards

Construction Quality Standards: Qualified

5. Contact Price

Amount (Capital): RMB 115,014,000 Yuan

6. Related files of contacts:

This includes:

1)	This Contract
2)	Notification of award

3)	Form of Tender and its attachments
4)	Special terms and conditions of the contact
5)	General terms and conditions of the contact
6)	Standard specifications and relative files
7)	Blueprint
8)	Bill of Quantities
9)	Priced BOQ or Budget document

Written agreements or documents between the parties on the project shall be deemed as a part of this contract.

7.   Some words of the agreements are given the same definition in the “General terms and Conditions” Part two.

8.   Contractors promise Employers that they will work and finish the project in accordance with the terms of the contract. And they will also assume the obligations still under guaranty.

9.   Contractors promise Employers that they will pay the price and other sums based on the contract rate and payment within contract date.

10. Execution of contract

Time: July 26, 2006
Address: Xujia Town, Rushan City

The contract will take effect immediately after both parties’ sign which is defined by employers and contractors.

Employer: Weihai Economic & Technology Development	Contactor: Qingdao Longhai Construction Group Co.,
Zone Longhai Properties Co., Ltd. (Seal)	Ltd.
Address	Address
Legal Representative:	Legal Representative:
Authorized person:	Authorized person:
Deposit bank:	Deposit bank:
Tel:	Tel:
Fax:	Fax:
Postcode:	Postcode:

2

EX-10.20

Exhibit 10.20

(English Translation)

Construction contract of construction project

(GF——1999——0201)

Employer: Weifang Longhai Zhiye Co., Ltd.
Contractor: Qingdao Zhongxin Construction Group Co., Ltd.

Part One

Agreement

Employers (full name):	Weifang Longhai Zhiye Co., Ltd.
Contractor (full name):	Qingdao Zhongxin Construction Group Co., Ltd.

Both parties agreed on the project terms and signed a contract, which is according to “Contract Law of the People’s Republic of China”, “CONSTRUCTION LAW OF THE PEOPLES REPUBLIC OF CHINA” and Other relevant laws and administrative regulations.

On the basis of keeping to principle of equality, voluntary and good faith:

1. Project Overview

Name:	Building 1 – Building 38, Oumei Jiayuan
Address:	South of Fenghuang Street, West of Fengshan Road
Content:	civil work, sewer and drainage, water and utility

The form of additional contractor business of the group projection: (Annex 1) Approve Number: Wei JTZ (2004) 122 Source of fund: Funds raising

2. Scope of Construction

Scope of Construction: civil work, sewer and drainage, water and utility

3. Contract duration

Commencement date:    June 2004
Completion date:     June , 2008
Total days:

4. Quality Standards

Construction Quality Standards: Qualified 5. Contact Price Amount (Capital): RMB 112,000,000 Yuan 6. Related files of contacts: This includes:

1)	This Contract
2)	Notification of award

3)	Form of Tender and its attachments
4)	Special terms and conditions of the contact
5)	General terms and conditions of the contact
6)	Standard specifications and relative files
7)	Blueprint
8)	Bill of Quantities
9)	Priced BOQ or Budget document

Written agreements or documents between the parties on the project shall be deemed as a part of this contract.

7. Some words of the agreements are given the same definition in the “General terms and Conditions” Part two.

8. Contractors promise Employers that they will work and finish the project in accordance with the terms of the contract. And they will also assume the obligations still under guaranty.

9. Contractors promise Employers that they will pay the price and other sums based on the contract rate and payment within contract date.

10. Execution of contract

Time: April 23, 2004
Address: Office of Employer, Oumei Jiayuan

The contract will take effect immediately after both parties’ sign which is defined by employers and contractors.

Employer: Weifang Longhai Zhiye Co., Ltd. (Seal)	Contactor: Qingdao Zhongxin Construction Group Co.,
Address	Ltd.
Legal Representative:	Address
Authorized person:	Legal Representative:
Deposit bank:	Authorized person:
Tel:	Deposit bank:
Fax:	Tel:
Postcode:	Fax:
	Postcode:

2

EX-10.21

Exhibit 10.21

(English Translation)

SUPERVISION CONTRACT
FOR CONSTRUCTION PROJECT

Part I Agreement

This Agreement is signed between Weihai Economic & Technology Development Zone Longhai Properties Co., Ltd. (hereinafter referred to as "the Client") and Weihai Tianhen Project Consulting Management Co., Ltd. (hereinafter referred to as the "Supervisor") through mutual consultation.

I. Brief information of the project for which the Client desires those supervision services should be performed by the Supervisor (hereinafter referred to as "the Project") is as follows:

Project Name: Longhai International Plaza
Project Location: West of Qingdao Road, South of Bohai Road
Project Size: approximately 54,817 m²
Total Investment: approximately RMB 100,000,000

II. In this Agreement words shall have the same meanings as are assigned to them in Part II of this Supervision Contract (hereinafter referred to as “the Contract”) - Standard Conditions.

III. The following documents shall be deemed to form part of this Agreement:

(1)	This Agreement;
(2)	Standard Conditions of the Contract;
(3)	Conditions of Particular Application;
(4)	Supplementary documents and amendments jointly signed by the two parties during the execution of the Contract.

IV. In consideration of the payment to be made by the Client to the Supervisor as hereinafter mentioned, the Supervisor hereby covenants with the Client to perform supervision services in the scope as stated in the Conditions of Particular Application in conformity with the provisions of the Contract.

V. The Client hereby covenants to pay the Supervisor, in consideration of the performance of the supervision services, such amount as may become payable under the provisions of the Contract at the times and in the manner and currency type prescribed by the Contract.

In witness whereof the parties hereto have caused this Agreement to be executed from August, 2009 to December, 2010. If for any reasons the project stops for more than one month uninterrupted, the ending date will be postponed with same periods.

This Agreement has four sets of original copies, they have the same legal effect, and each party shall hold two copies.

The Client: Weihai Economic & Technology	The Supervisor: Weihai Tianhen Project Consulting
Development Zone Longhai Properties Co., Ltd.	Management Co., Ltd.
(seal)	(seal)
Address:	Address:
Legal Representative: (signature)	Legal Representative: (signature)
Principal bank:	Principal bank:
Bank account no.:	Bank account no.:
Tel.	Tel.

This contract is signed on 21^st August 2009

Part II    Standard Conditions

Definitions, Applicable Languages and Laws

Article 1 The following words and expressions shall have the meanings assigned to them except where the context otherwise requires:

(1)	"Project" means the project for which the supervision services are to be provided.
(2)	"Client" means the party who is responsible for the direct investment and who employs the Supervisor, and legal successors to the Client.
(3)	"Supervisor" means the party who is employed by the Client to perform supervision services and assume supervision liabilities, and legal successors to the Supervisor.
(4)	"Supervision Team" means the group of staff sent by the Supervisor to carry out supervision on the site of the Project.
(5)	"Chief Supervision Engineer" means the person certificated by the local authority as Chief Supervision Engineer and designated by the Client and Supervisor to be fully responsible for supervising the execution of the Contract.
(6)	"Contractor" means the person(s) other than the Supervisor with whom the Client signs contract in relation to the construction of the Project.
(7)	"Normal Services" means the scope of supervision work prescribed in the Conditions of Particular Application.
(8)	"Additional Services" means: 1) works outside of the scope of supervision work, and added to the Contract by written agreement of the parties; 2) additional works as a result of addition to the scope of construction work or program delay on the part of the Client or the Contractor.
(9)	"Exceptional Services" means the works other than the Normal Services and the Additional Services, but which are necessarily performed by the Supervisor in accordance with Article 38.
(10)	"day" means the period between any one 0:00 a.m. and the next.
(11)	"month" means a period of one month according to the Gregorian Calendar commencing with any day of the month.

Article 2 This Supervision Contract shall be governed by Chinese laws, statutes, administrative regulations, and departmental rules & regulations, local laws, rules & regulations specified in the Standard Conditions and Conditions of Particular Application.

Article 3 The Contract shall be written in Chinese, if certain terms include more than two languages, then both of which shall be equally binding.

Obligations of the Supervisor

Article 4 The Supervisor shall designate the Supervision Team and superintendents necessary for carrying out the supervising works; provide to the Client a name-list of the Chief Supervision Engineer, main staff of the Supervision Team and a supervision plan and perform the supervision services within the scope of work as stated in the Conditions of Particular Application. During the execution of the Contract, the Supervisor shall submit supervision report to the Client at regular interval as stated in the Contract.

Article 5 The Supervisor shall exercise reasonable care and diligence, provide advice at an appropriate level in the performance of the obligations under the Contract to the Client and indemnify the lawful rights and interests of various parties.

Article 6 Any facilities and articles supplied by the Client for use by the Supervisor shall be properly used and maintained and remain the property to the Client. When the services are completed or terminated the Supervisor shall deliver to the Client such facilities and unconsumed articles in good working order.

Article 7 During the contract period or after the Contract is terminated, without the consent of the Client, the Supervisor shall not disclose the confidential information in relation to the Project and the Contract.

Obligations of the Client

Article 8 The Client shall pay an advance payment to the Supervisor prior to the commencement of the services of the Supervisor, if such advance payment is stated in the Conditions of Particular Application.

Article 9 The Client shall be responsible for all coordination of external relationships in relation to the construction of the Project. If the Client assigns part or all of such coordination works to the Supervisor as is necessary, then the work to be assigned and relevant terms of remuneration shall be specified in the Supplemental Clauses.

Article 10 The Client shall, within the agreed time, provide to the Supervisor free of charge all information pertaining to the Project and necessary for the supervision services.

Article 11 On all matters properly referred to him in writing by the Supervisor, the Client shall give his decision in writing within the time specified in the Conditions of Particular Application of the Contract.

Article 12 The Client shall appoint a Client's Representative (to be specified in the Conditions of Particular Application) who is familiar with the Project and able to make decision within specified time for the purpose of contacting the Supervisor. Should the Client's Representative be replaced, the Client shall notify the Supervisor in advance.

Article 13 The Client shall timely notify the awarded Contractor, in writing, of the power of the Supervisor, roles and authorities of main staff of the Supervisor. Such information shall be made clear in the contract signed by the Client and any third party.

Article 14 The Client shall notify to Contractor to provide the following information to the Supervisor within such a time that the Supervisor's work will not be hampered:

(1) List of suppliers & manufacturers of the raw materials, components and parts, mechanical equipment etc. to be used in the Project;

(2) List of coordinators, cooperators in relation to the development of the Project.

Article 15 The Client shall furnish free of charge (including utility fees) to the Supervisor the site office, telecommunication connection, accommodation and other facilities specified in the Conditions of Particular Application.

Article 16 Given certain circumstances, if the two parties agree that the Client shall arrange at his own expense for the provision of other personnel to the Supervisor, such agreement shall be reflected in the Conditions of Particular Application.

Rights of the Supervisor

Article 17 The Supervisor should have the following rights within his scope of work. It is hereby understood that any and all of the following activities shall also be considered as the obligation of the Supervisor, who shall perform the following activities whenever it is needed in order to ensure completion of the Project in the best possible manner and according to the relevant contractual documents and applicable laws:

(1) The right and obligation to make recommendations on the selection of the General contractor

(2) The right and obligation to make recommendations on the selection of the Sub-contractor

(3) The right and obligation to make recommendations to the Client in the respects of the project including project size, design standard, planning design, technological design and performance requirements.

(4) The right and obligation to advise, in the principles of safety and optimum, the Client on the technical problems in the design. If the design is found to be not in conformity with the Quality Standards promulgated by the State or specified in the Design Contract, the Supervisor shall report to the Client in writing.

(5) The right and obligation to review the construction management plan and the technical proposal and to make recommendation to the Client for changes that the Contractor could implement to ensure quality, on-time completion and cost reduction.

(6) Conduct appropriate arrangement and co-ordination with relevant organisations, which can exert beneficial influence to the development of the Project. For all such matters the Supervisor shall first report to the Client in advance and seek the authority of the Client to make such arrangements and co-ordination.

(7) Having obtained the consent of the Client, the Supervisor has the right to give command with regards to commencement, suspension and resumption of the works. But before doing so, he shall report to the Client. The Client’s Representative will be available for contacting in phone to discuss emergency and other matters.

(8) Right and obligation to check and inspect the materials to be used in the Project and quality of construction and to advise the Contractor immediately of any non-conformities. Should the Contractor continue to use the materials after the non-conformity has been identified, then the Supervisor must advise the Client that the Contractor should stop using them. For materials, components and parts, equipment that are not in conformity with the design requirements, provisions of the Construction Contract and national quality standards, the Supervisor has the right to notify the Client that the Contractor should stop using them; for working sequence, divisional and sub-divisional works that are not in conformity with relevant codes and quality standards, and construction operations that pose safety concerns, the Supervisor has the right to notify the Client that the Contractor should stop and make corrections or redo the works. The Contractor can resume construction only after he has received the work resumption command from the Supervision Team via the Client.

(9) Rights and obligation to check, supervise the progress of the construction. Right to ratify that the actual completion is ahead or behind the completion date specified in the Construction Contract.

(10) Right and obligation to check and certify by signature that the payment to the construction contractor is within the scope of the Construction Contract, to recheck, confirm, and negate to the settlement of the accounts. Without the signature and confirmation from the Chief Supervision Engineer, the client will not make payment to the construction contractor.

Article 18 During supervision, if the employee(s) of the Contractor is found to be incapable of his job, the Supervision Team shall notify the Client of the views of the Supervision Team on this matter.

Article 19 Within the scope of work, if the Client and the Contractor have any dissent and requirement (including claim) to each other, and where such dispute is being mediated by an administrative department in charge of construction or being arbitrated by arbitration body (China International Economic and Trade Arbitration Commission, Shandong), the Supervisor shall provide relevant proof.

Rights of the Client

Article 20 The Client has the right to appoint the Contractor and enter into a contract with that contractor.

Article 21 The Client has the right to decide the project size and agree the design standard, planning design, technological design and designed performance requirements; and the right to approve construction cost, programme and design variation.

Article 22 In the event that the Supervisor want to replace the Chief Supervision Engineer, he shall obtain the Client’s consent in advance during the Contract conducting period.

Article 23 The Client has the right to require the Supervisor to submit supervision report and specific report in each discipline within the Supervisor’s scope of work..

Article 24 In the event that the Client find the Supervisor’s staff fails to perform duties under the Contract, or cause any loss to the Project or the Client through collusion with the Contractor, the Client shall be entitled to require that such staff be replaced by the Supervisor or even terminate the Contract and demand the Supervisor to assume responsibilities or contiguous responsibilities in paying compensation.

Liabilities of the Supervisor

Article 25 The Supervisor’s liability period is the valid period of the Contract (Contract Period), including the maintenance period. In the event that the project program is postponed or delay which results in the Contract Period to be extended, the two parties shall make further negotiation to agree an extension of the Contract Period.

Article 26 The Supervisor shall perform his duties during the Contract Period. Should any financial loss be caused by the fault of the Supervisor, he shall pay compensation to the Client. Accumulated amount of compensation (except for the compensation specified in Article 24) shall not exceed the total payment by the Client to the Supervisor (excluding income tax).

Article 27 The Supervisor shall be not responsible for any Contractor’s nonconformity in quality requirements and completion time (for submitting drawings or delivery of goods). In the event of any force majeure which cause part or all of the execution of the Contract to be impossible, the Supervisor shall not be held responsible. But for any infringement to Article 5, the Supervisor shall pay compensation to the Client.

Article 28 If the claim made by the Supervisor to the Client cannot be justified, the Supervisor shall be responsible for any cost incurred by the Client in relation to the claim.

Liabilities of the Client

Article 29 The Client shall carry out his duties as stated in the Contract. The Client shall be liable to the Supervisor if a breach of his duty to the Supervisor is established against the Client, and shall pay compensation for the Supervisor’s direct financial loss.

Article 30 If the claim made by the Client to the Supervisor cannot be justified, the Client shall be responsible for any cost incurred by the Supervisor in relation to the claim.

Commencement, Alteration and Termination of the Contract

Article 31 If the Normal Services are impeded or delayed by the Client or the Contractor so as to incur Additional Services or increase the duration of the Normal Services, the Supervisor shall timely inform the Client of the circumstances and probable effects. The time for completion of the services shall be increased accordingly and the Supervisor shall be remunerated for such Additional Services.

Article 32 If circumstances arise which make it legally or physically impossible for the Supervisor to perform in whole or in part the services in accordance with the Contract he shall promptly dispatch a notice to the Client. The time for the completion of the services shall be extended. When the services are resumed, a reasonable period not exceeding 42 days for resumption shall be added and the Client shall pay the Supervisor as agreed between them.

Article 33 After the Supervisor has finalized the acceptance check or handover procedures with the Client, and the Contractor has signed a defect liability agreement with the Client, the Supervisor has received all the payments due from the Client, this Contract shall be deemed to come to an end, except for any clauses referring to the Parties’ liabilities, which may be used, according to statute of limitations stipulated by the law, for claiming compensation. As to liabilities during the defect liability period, the two parties can make provisions in the Conditions of Particular Application.

Article 34 If either party hereto wishes to alter or abandon the Contract, he shall notify the other party in 42-day advance. If loss is caused to the other party as a result of the abandonment of the Contract, the responsible party shall pay compensation except for circumstance where his responsibility can be remitted in accordance with laws.

Article 35 If the Supervisor has not received a paying voucher within 30 days from the due date of payment and nor has he received any written explanation from the Client, or the supervision services has been suspended for more than six months, the Supervisor can notify the Client to terminate the Contract. If within 14 days from the date of notice the Supervisor still has not received any response from the Client, he can make further notice. If within 42 days from the date of the second notice the Supervisor still has not received any response from the Client, the Supervisor can terminate the Contract or suspend or continue suspending from performing all or part of his services at his discretion. The Client shall assume the responsibility for breach of contract.

Article 36 If the supervision services are suspended or terminated due to causes not on the part of the Supervisor, works required to resume services or post-termination settlement works shall be deemed as Exceptional Services. The performance of Exceptional Services shall entitle the Supervisor to payment for performing them.

Article 37 If in the opinion of the Client that the Supervisor is not discharging his rights without justifiable reasons, he can inform the Supervisor of such opinion. If within 21 days from the date of notice the Client has not received any response from the Supervisor, he can, within 35 days from the date of the first notice, inform the Supervisor by notice to terminate the Contract. The Supervisor shall assume the responsibility for breach of contract.

Article 38 Termination of the Contract shall not prejudice or affect the accrued rights and liabilities of the parties.

Payment

Article 39 The remuneration for Normal Services, Additional Services and Exceptional Services shall be calculated in accordance with Article 9 of the Conditions of Particular Application. The Client shall pay the Supervisor in accordance with the time and amount stated in the Contract.

Article 40 If the Supervisor does not receive payment within the time specified he shall be paid Compensation calculated from the last day of the specified paying period.

Article 41 The currency, exchange rate applicable to the Contract is that stated in the Conditions of Particular Application.

Article 42 If any item or part of an item in a payment application submitted by the Supervisor is contested by the Client, the Client shall give notice with reasons within 24urs from receiving the application and shall not delay payment on the remainder of the invoice.

Others

Article 43 Under the consent of the Client, cost necessarily incurred by the Supervisor for visits to cities other than Shandong on investigation purpose, testing of materials and equipment can be reimbursed by the Client, within the budget scope, as it actually happens.

Article 44 Within the scope of supervision services, if expert is needed to be employed for consulting or assistance purposes, the Supervisor shall bear such cost when the expert is employed by him, the Client shall bear such cost when the expert is employed by him.

Article 45 If profit is generated for the Client as a result of recommendations made by the Supervisor, the Client may give bonus to the Supervisor.

Article 46 The on-site Supervision Team or its staff shall not accept any remuneration or money provided by the Contractor.

The Supervisor shall not take part in any activity that may have conflict with the interests of the Client and with the work to be performed according to this contract.

Article 47 The Supervisor shall not disclose any information that is declared by the Client to be confidential. The Supervisor shall not disclose any information provided and declared to be confidential by the Designer or the Contractor either.

Article 48 The Supervisor retains copyright of all documents prepared by him. The Client shall be entitled to use them or copy them only for the Project.

Settlement of Disputes

Article 49 Any claim for loss or damage arising out of breach or termination of the Contract shall be agreed between the Client and the Supervisor or failing agreement shall be referred to a governmental department in charge of construction for mediation. If agreement still cannot be reached, the dispute shall be referred to the arbitration body agreed by the parties or start a prosecution in the People’s Court.

Part III Conditions of Particular Application

Article 2 Laws applicable to the Contract and rules & regulations and reference standard on which the supervision is based are:

1.	The Construction Contract & this Supervision Contract
2.	The National and Shangdong Municipal Laws, Regulations and Policies on the Construction
3.	Complete sets of construction drawings and related documents. Current National Regulations for Construction Code and the quality inspection, acceptance, and assessment standard/codes

Article 4 The scope of supervision

To supervise the construction quality, progress, contract, and project information, to coordinate between the Client and the General Contractor, and to urge the General Contractor to construct in a safety and civilized manner. The detail of the Supervision Service is the follows,

1.	To assist the client to sign the construction contract
2.	To assist the client and the contractor to draw up the Construction Commencement Report
3.	To organize the meeting on the Construction Drawing Explanation and Check
4.	To review the Construction Plan, Scheme and the Master Schedule of the Contractor
5.	To Supervise the contractor to execute the Construction Contract and the National Technical and Construction Code, as well as the documents referred to at article 1 hereof, to deal with the contractor’s violation against the regulation or the code;
6.	To check the list of the material and equipment of the contractor’s; to inspect the raw material, semi-product, and parts which will be used in the project; to reject the disqualified material, parts and equipment against the construction contract and standard.
7.	To inspect the construction progress and quality; to inspect and accept the divisional, sub-divisional and concealed works; to evaluate the construction progress
8.	To organize the Client, the Designer and the Contractor to handle the quality accident; to supervise the execution of the technical scheme for the quality accident; to inspect, accept and issue the certificate after the quality accident is settled.
9.	To compile the Supervision Documents and Specifications for filing

10.	To organize the Designer and the Construction Contractor to pre-inspect and pre-accept for the construction completion
11.	To assist the Client to execute the Completion Acceptance.
12.	To submit the Supervision Evaluation Report for the project to the Client.
13.	To organize HSE site service: Safety strategy, site safety supervision, health control, security of site office.

Article 9 External conditions include: the Client is responsible for all the public relations and coordination for the project including the local government and authorities

Article 10 Project information requested by the Supervisor should be provided by the Client, where it is available, shall be issued beforehand.

Article 11 On all matters properly referred to him in writing by the Supervisor, the Client shall give his decision in writing within 3 days.

Article 12 The Client's Representatives are Yu Dejiang

Article 15 During the Contract Period, the Client shall at his own cost provide, or arrange for the provision by others, of personnel to work within the Client’s own site team. The Supervision Team shall co-operate with the Client’s own team but shall not be responsible for them or their performance or rely on them or their performance for any of the services for which the Supervisor is responsible.

Article 26 The Supervisor agrees to pay compensation if he fails to discharge his duties, [accumulated amount of compensation shall not exceed the total payment by the Client to the supervisor (bar income tax ), except for the compensation specified in Article 24 of Standard conditions.

Compensation fee =the direct loss x the Supervision Fee’s Charge Rate (bar income tax). The Supervision Fee’s Charge Rate is equal to total supervision fee divided by total cost of the project.

Article 39 the Client agrees to pay the Supervisor for his Normal Services in an amount calculated in the following way and at the following time:

1.	The Supervision Fee: Fixed lump sum during the above-said Supervision Service Period is 548170 Chinese Yuan.
3.	Payment Method:

1) The Client should pay to the Supervisor 20% of the fixed lump sum within five days as of the signature date of this Supervision Contract.

2) Then, the Client should pay the Supervisor another 20% of the fixed lump sum when the basement is finished, another 30% will be paid after five day when project body has finished.

4) The Client should pay the Supervisor final 30% of the fixed lump sum within one week after the project passes the Completion Acceptance Examination.

Article 41 The parties hereto agree that the payment shall be effected in RMB.

Article 45 Bonus Clause;

Bonus=the saving from construction * 20%

Article 49 If a dispute arises between the parties in connection with, or arising out of the Contract, consultation shall be made promptly to find a solution. When consultation fails, the parties agree to refer the dispute to an Arbitration Commission. The arbitration body shall be China International Economic and Trade Arbitration Center, Shandong Branch.

Article 50 This Contract contains the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters.

EX-10.22

Exhibit 10.22

(English Translation)

Construction contract of construction project

(GF——1999——0201)

Employer:
Contractor:

Part One Agreement

Employers (full name):
Contractor (full name):

Both parties agreed on the project terms and signed a contract, which is according to “Contract Law of the People’s Republic of China”, “CONSTRUCTION LAW OF THE PEOPLES REPUBLIC OF CHINA” and Other relevant laws and administrative regulations.

On the basis of keeping to principle of equality, voluntary and good faith:

1. Project Overview

Name:
Address:
Content:

The form of additional contractor business of the group projection:
Approve Number:
Source of fund:

2. Scope of Construction Scope of Construction: 3. Contract duration

Commencement date:
Completion date:
Total days:

4. Quality Standards

Construction Quality Standards: Qualified

5. Contact Price Amount (Capital):

6. Related files of contacts:

This includes:

Written agreements or documents between the parties on the project shall be deemed as a part of this contract.

7. Some words of the agreements are given the same definition in the “General terms and Conditions” Part two.

8. Contractors promise Employers that they will work and finish the project in accordance with the terms of the contract. And they will also assume the obligations still under guaranty.

9. Contractors promise Employers that they will pay the price and other sums based on the contract rate and payment within contract date.

10. Execution of contract

Time:
Address:

The contract will take effect immediately after both parties’ sign which is defined by employers and contractors.

Employer:	Contactor:
Address	Address
Legal Representative:	Legal Representative:
Authorized person:	Authorized person:
Deposit bank:	Deposit bank:
Tel:	Tel:
Fax:	Fax:
Postcode:	Postcode:

2

EX-10.23

Exhibit 10.23

(English Translation)

Sales Agent Contract

The Party A:

The Party B:

For the promotion of market development and buildings sales, the Party A specially entrusts the Party B simply with the sales of the developed projects. The both parties sign the following contract by fully consulting.

FIRST, the Party A entrust the Party B simply with the sales of the project called ______________ (hereinafter referred to as the Project). In the period of the trust, the Party A should not entrust any other companies with the Project.

SECOND, the building area of the Project is approximately _____________ square meters (subject to the government assessment).

THIRD, the time range of the trust: the sales cycle is based on the opening time of every period, and carried out according to the attachment after consulting.

FOURTH, Responsibility and Obligation of the Both Parties

(1) Responsibility and Obligation of Party A

1.	Supply all the legal building-sale documents, take on the intermediation between Party B and government on sale, and guarantee the quality and deadline of the buildings.
2.	Supply the publicizing expense to the houses-sale department every month, and take on the expense for the publicizing of newspaper, magazine and sociality.
3.	Supply a decorated houses-sale apartment and communication and work equipment (including a TV set, air-condition, an electrograph, desks and chairs and so on), the phone bill should be paid by Party B and the water rate and the electricity bill are supported by Party A.
4.	Send to charge the fund and approve the houses-sale contract.
5.	Party A has the right to check and guide the work of Party B regularly, but is refused to interfere the inner operation and arrangement of Party B. Party A has the right to come up with the logical advice regularly and duly to the houses-sale operation.
6.	Party A has obligation to keep the contract secret in case of the negative effect to the sales.
7.	Party A should pay Party B commission and bonus on time. If it fails, Party A should pay the late fee as the 0.1% according to the time and defective amounts.
8.	Party A should help the consumers to transact the bank mortgage and housing property right, take on composing and settling the argument between the consumers and company in law.
9.	If the market conditions have changed, the adjustment should be set up by both parties through consultation.

(2) Responsibility and Obligation of the Party B

1.	According to the operation of the construction (Party A has the layout license and land use and construction license), Party B should carry out the propaganda and activity to publicize the items and prepare for selling. While Party A gets the sale license, Party B should start the work as planned.
2.	While the sales begin, Party B should finish ____% of the number of the buildings in first phase in 2 months, ______% in 6 months, _____% in 12 months, and ____% in 14 months. The second phase for sale should be started at the same time (sales cycle is counted according to the time, area and price, and the other contract should be signed). The sales performance does not include the houses which Party A uses for debt of construction team. Party B should not pick up the commission while the houses is team sales (over 10) through Party A, but it is counted in the sales performance.
3.	While the contract has signed and begins to carry out, Party B must finish selling ____% of all the houses. The sales cycle of the rest should be set down through additional consultation.
4.	Take on the establishment of the sales department and the employee`s employment, training, recommending and dismissing. All the employees are managed by Party B, and Party A has no rights to interfere the inner operation and arrangement of Party B.
5.	Forbid to carry on any operation out of the contract in the name of Party A.
6.	The propaganda and promises should not go beyond the written provision of Party A. The loss which comes from the random promises from Party B to the consumer should be undertaken by Party B.
7.	All the funds should be charged by Party A. Party B should not embezzle any other funds.
8.	Take on the sales plan, and carry it out after the approval by Party A.
9.	Take on the collection of the detailed information of Party B, including the house number, ID card, address, job, phone number, and payment situation and so on. After the house purchase contract has been signed, Party B should notify Party A in written form, and sign the balance protocol with Party A as the evidence.
10.	The agreement and the contract which is signed between Party B and consumer must be as same as the one provided by Party A and should be examined by Party A before returning the consumer. Every return makes Party A deduct Party B ____ yuan. Any mistakes should be undertaken by Party B.
11.	It is forbidden that any employee of Party B takes part in the speculation. If there is any consumer changing the name, it should be agreed by Party A. Party B is forbidden to change the name of the house sale contract.
12.	Party B should develop out-of-town market on time as planned according to the local sales situation. The expense of the business trip should be provided by Party B. The expense of the publicity should be provided by Party A. The expense of the advertisements and the ground should be taken on by Party A.
13.	Party B should carry out the media advertisement design. The expense of the advertisement design, media propaganda and printing should be presented to Party A in advance and should be approved by Party A.
14.	Party B should cooperate with Party A to the rent work of the market management.

FIFTH, the Settlement of the Commission and Bonus

1.	If the customer signs the contract with Party A and pays the down payment (according to the bank’s rules) or pays the purchase of property off, it means Party B has achieved the sales performance, and the Party A should pay the commission to Party B according to the full funds of the house.
2.	Party A pays Party B commission according to the ___% of the sales performance (including the garage and storage).
3.	In the context of the favoring sales, Party B can increase the market prices properly after asking Party A for permission and getting the cognizance in written form. The ___% of the excess part should be paid to Party B as the bonus, and the payment will be made at the same time with the commission.
4.	Party A should collect the 5.5% for sales tax from the commission and bonus of Party B, and Party B supplies the receipt or the Party supplies the invoice and gets no deduction.
5.	The deducted penalty which is caused by the customer will be share equally by both parties.
6.	The customer has rights to enjoy the ___% discount who pays off once. If Party B persuades the customer to give up the discount, the ____% part which gets no discount reward to Party B.
7.	The payment of commission

(1) Party B should inform the trade volume of the month to the principal of Party A in the 28^th every month. After the finance officer has signed off, it should be settled accounts to Party B before the fifth of next month.

(2) At the time of payment of the commission, Party A will take off ___% of the commission as the deposit for Party B to finish the sales task. If Party B has not finished the task in appointed period, the ___% commission belongs to Party A. If Party B has finished the task in appointed period (____% of the buildings have sold in one year in one item), Party A should pay Party B ___% commission once in appointed time.

(3) During the promissory period, if Party B has not finished the prescribed sales performance, Party A has rights to cancel the contract.

(4) At the time to pay the commission, Party A will take off _____ yuan as the deposit for Party B filling in the bank mortgage information from every consumer (who has already bargained). While Party B has filled out one piece of the bank mortgage information in appointed period, Party A should return ____ yuan to Party B. If Party B has not finished the task in appointed period, the ____ yuan belongs to Party A.

8.	The consumer who makes a deal by discount with Party A has no effect settlement accounts, and it should be accounted according to the discounted funds.
9.	The buildings which Party A uses for debt (not including the debt of construction team), but Party B should not pick up the commission.

SIXTH, Other Items

1.	In the sales period of Party B, Party B should charge the 100% commission and bonus from the sales revenue which comes from the self-sale or commission sale of Party A.
2.	As the attachment, the basic prices play the foundation of the commission and bonus’ count.

SEVENTH, Default Responsibility

1.	If any party causes a loss to the other one due to ignore the obligation or disobey the contract, it should take on all the directly loss and notice comments to the other one in written form for future reference.
2.	If the contract has been stopped in advance for any party’s default, it will not discharge the compensation liability of the defaulting party.
3.	Neither party takes on responsibility while there are force majeure and no self mistakes to cause the delay or disability to perform the contract. But the party should take all saving actions to reduce the loss, inform the other party in 24 hours in written form, and supply the certification offered by the authority in 10 days after the matter happened.
4.	The contract will come into force upon the signature or stamp by the legal persons or the licensee of both parties. The contract is executed in 2 original, one for each party and share the same legal effect.
5.	Where a labor dispute between the parties takes place during the performance of the contract, the both parties may seek for a settlement through consultation. If the consultation failed, the parties should settle it in legal form.
6.	The supplemental agreement shares the same legal effect with this contract.

The Party A:
Responsible Person (stamp):
Commission Agent (signature):

The Party B:
Responsible Person (stamp):
Commission Agent (signature):

Date:

EX-10.24

Exhibit 10.24

(English Translation)

Loan Contract of RMB

China Construction Bank

Serial Number of the Contract: 2000 FKD1127

Borrower (Party A): Weihai Economic & Technology Development Zone Longhai Properties Co., Ltd.
Address: 18 Haibin South Road, Weihai City
Postal code: 274400
Legal Representative: Shuangji Miao
Fax:0631-5193779
Telephone: 0631-5193779

Lender (Party B): China Construction Bank, Weihai Economic & Technology Development Zone Branch
Address: 17 Haibin South Road, Weihai City
Postal code: 274400
Legal Representative: Guoqiang Tao
Fax: 0631-5982142
Telephone: 0631-5983774

Party A applies the loan from Party B for the development of Longhai International project. Party B accepts the application. According to the relational laws and regulations, hereby both parties sign this contract on agreement for obeying it together.

No.1 Sum of Loan

The amount of the loan from Party A to Party B is RMB 40 million.

No.2 Purpose of Loan

The purpose of loan of Party A should be used for investment in fixed assets.

Party A should not change the purpose of the loan without the written agreement of Party B.

No.3 Term of Loan

The term of this contract is 24 months, from December 3, 2009 to December 2, 2011.

Where there is any inconsistency between loan date and the loan voucher, the latter shall prevail. The deadline of the loan in the first item of this chapter should be changed accordingly. The loan voucher is an integral part of this contract and shares the force and effect with the contract.

No.4 Interest Rate of Loan; Penalty Rate of Loan; Account of Interest and Settlement of Interest

First: Interest Rate

The interest rate of the contract is the annual interest rate and follows the way of (3) of the following items.

(1) Fixed rate, is ______%, and does not change in contract period.

(2) Fixed rate, goes____________ (up or down) ____________% on the basis of the prime rate of the account day, and does not change in contract period.

(3) Floating interest rate, the interest rate goes up (up or down) on the basis of prime rate of account rate. And it should be adjusted once in every 12 months from the account day of the contract to the deadline according to the prime rate in the day of the adjusting date and the up or down range. The adjusting date of rate is the corresponding day of the account day in that month. If there is no corresponding day of the account day, the last day of this month is the corresponding day for loan.

Second: Penalty Rate of Loan

(1) If Party A does not use the loan in the way of the agreement of this contract, the penalty interest rate is that the loan interest rate goes up 100%. If the interest rate has changed according to the third item of this Section, the penalty rate should be changed according to the adjusted interest rate and the above-mentioned adjustment range.

(2) The penalty rate of the overdue loan of the contract is that the interest rate goes up 50%. If the interest rate has changed according to the third item of this Section, the penalty rate should be changed according to the adjusted interest rate and the above-mentioned adjustment range.

(3) If the overdue and defalcation happens at the same time, it should choose the worse one to count the penalty interest and compound interest

Third: Prime Rate

The account day of the chapter refers to the day in which the loan is transferred to the appointed account at the first time.

At the first time that the loan has been provided, the prime rate is the corresponding period of RMB’S borrowing rate of the People's Bank of China in the account day. If the People's Bank of China does not public the interest rate, the prime rate is the corresponding period of RMB’S borrowing rate of the People's Bank of China in the account day or the interest rate accepted by other banks. After this, while the interest rate changes as the above-mentioned items, the prime rate is the corresponding period of RMB’S borrowing rate of the People's Bank of China in the adjusted day except for there is any other agreements.

Fourth: Calculation of Rate

The interest rate is counted from the day in which the loan is transferred into the appointed account of Party A. The loan of the contract is counted as daily rate. Daily rate = yearly rate / 360. If Party A cannot pay off the interest according to the contract in the deadline, the compound interest is counted in the next day.

Fifth: Settlement of Interest

(1) While the loan which performs the fixed interest rate settles the interest, the interest is counted as the appointment. While the loan which performs the floating interest rate settles the interest, the interest is counted as the floating interest rate in that period. While the interest rate floats many times in one period, the floating interest should be counted first. And the total interest is all floating interest and the interest of the settlement day.

(2) The settlement of the loan follows the I way as follows.

I. Settle the interest monthly, and the settlement day is the 20th every month.
II. Settle the interest seasonally, and the settlement day is the 20th of the last month every season.
III. Other ways ____________________________

No.5 Provision and Use of the Loan

First: Drawing Conditions

If the items below are not fulfilled, Party B has no obligations to provide the loan except for Party B give up the rights.

(1) Party A should manage to get the approval, register, payment, insurance and other relevant legal procedures.

(2) If the contract has guarantee, the guarantee which conforms to the requirement of Party B is available and remains valid.

(3) Party A should open an account for drawing and returning as Party B`s requirement.

(4) There is no event from Party A of default or danger the rights of Party B.

(5) The loan of the contract does not touch the laws, regulations, or the rights of the powerful department. Second: Use of the Loan The plan of usage is made sure as the I way as follows.

(1) Plan of usage as follows:

I. _______ year _______month _______day, sum_______.
II. _______year _______month _______day, sum_______.
III. _______year _______month _______day, sum_______.
IV. _______year _______month _______day, sum_______ .
V. _______year _______month _______day, sum_______.
VI. _______year _______month _______day, sum_______.

(2) _____________________________________________________

Party A should use the loan as the appointment in chapter 2, and should not advance, delay or cancel the drawing except for the written agreement of Party B.

If Party A draws the loan for many times, the deadline is still ensured as the appointment in the chapter 3 of the contract.

No.6 Use of Account and Monitor

The loan shall be disbursed to the account set up by Party A with Party B. Party B has the right to monitor the account.

No. 7 Repayment

First: Repayment Principle

Party A of the contract should be returned as the following principle:

Party B has rights to use the repayment of Party A in the expense which should be paid by Party A but paid by Party B or that Party B spend in the rights achievement. And the rest should be paid as the principle that capital after interest and interest removed with the capital. But for the capital overrun 90 days, the interest overrun 90 days or the stated loan by the laws and regulations, the repayment of Party A should be used in capital before interest after the above-mentioned expense.

Second: Repayment of Interest

Party A should pay Party B interest in account day. The first payment day is the first account day after which the loan is provided. The interest should be paid off with the capital in the deadline.

Third: Repayment Plan

The repayment plan follows the      (2)                 way

(1) The repayment plan as follows:

I. _______ year _______month _______day, sum_______.
II. _______year _______month _______day, sum_______.
III. _______year _______month _______day, sum_______.
IV. _______year _______month _______day, sum_______ .
V. _______year _______month _______day, sum_______.
VI. _______year _______month _______day, sum_______.

(2) Repay the loan pursuant to Section 6 Repayment of Loan of the Management and Cooperation Agreement on Real Estate Development Project.

Forth: Repayment Method

Party A should get the loan or interest that should be paid in the period ready in the account opened by Party B before the appointed day for repaying the funds, or transfers the funds in the appointed day from other accounts.

Fifth: Prepayment

If Party A wants to repay in advance, it should provide a written application with a 30_ working days notice to Party B.

With the agreement of Party B, Party A could repay parts of all the capital.

If Party A repays the capital in advance, the interest should be counted by the actual time and appointed interest rate.

If Party B agrees the repayment of Party A in advance, Party B has rights to charge the compensation fund. The amount of the fund should be made sure as the following (1) way:

(1) Compensation amount = Prepaid principal amount * prepaid months * 1%. Any period less than 30 days shall be counted as one month.

(2) _______________________________________________________

If Party A repays for times and repays parts of capital in advance, Party A should repay the capital in opposite order. After the repaying in advance, the loan which has not repaid yet should be performs as the appointed interest rate.

No.8 Rights and Obligations of Party A

First: Rights of Party A

(1) Have rights to require Party B to provide the loan according to the contract

(2) Have rights to use the loan in the appointed way of the contract.

(3) Have rights to apply to Party B for extending the period in the condition that obeys the regulations of Party B.

(4) Have rights to require Party B to keep the financial data and the business information about the production and trade secret except for the other regulations from the laws, other requirement from the powerful department or other appointment.

(5) Have rights to refuse the bribe from the employee of Party B. Have rights to report the above-mentioned actions or other actions which harm the laws or regulations about the national credit and service fee to related department.

Second: Obligations of Party A

(1) Have the obligations to draw the loan and pay off the capital and interest, undertake the expense of the contract according to the appointment of the contract.

(2) Supply the related financial material and operation material according to the requirement of Party B, including but not limited to the debt forms of the last quarter which should be handed in the first 15 working days in the first month of every quarter, income forms of the last quarter and fund operation forms of the year. Party A should take the responsibility with factuality, completeness and effectiveness of the forms, and should not supply the false information or hide the important finance and operation facts.

(3) Party A should inform Party B at least one day in written forms if the name, legal person, residence, trading range, registered funds, company rules and business registration get changed, and hand in the related material as the accessory to Party B.

(4) Party A should use the loan in the appointed way of the contract, should not be Misappropriation, diversion or dealing the illegal trade with the loan, should cooperate and accept the check and oversee of Party B to the operation, financial activity and use of the loan of the contract, should not take out the funds, transfer the assets or make use of the relational trade to escape the debt of Party B, should not make use of the false contract with the relational party to get the cash or mortgage by the unhappened notes or accounts and defraud the bank of the funds or faith.

(5) If the loan of the contract is used in the production and construction, Party A should obey the regulations about the environment protection.

(6) Before the capital and interest of the loan of Party B are paid off, Party A should not supply the guaranty to the third party by the funds from the loan of the contract without the agreement of Party B.

(7) If Party A is a group companies, Party A should inform Party B in time of the relational trade over the 10% of the net assets, including: A. The relationships of the parties. B. Items and property of the trade. C. The sum of the funds or the related proportion. D. Priced policy.

(8) If the preparatory loan of the contract is the capital assets or item loan, Party A should make sure that hypothetical item should get approved by the government and not touch the laws or regulations. The capital and other funds should be in place according to the appointed time and proportion. The construction should be built following the plan.

No.9 Rights and Obligations of Party B

First: Rights of Party B

(1) Party B has rights to require Party A to repay the capital, interest and expense of the loan on time, to discharge other appointed rights of the contract and to require Party A to perform other obligations of the contract.

Second: Obligations of Party B

(1) to provide the loan according to the contract except for the reasons that should not charge upon Party B.

(2) keep the financial data and the business information about the production and trade secret except for the other regulations from the laws, other requirement from the powerful department or other appointment.

(3) should not supply, charge or receive the bribe from Party A or the employees.

(4) should not have the dishonest or harmful actions to the legal profits of Party A.

No.10 Default Responsibility and Remedy for Situation Which Dangers the Rights of Credit of Party B

First: Default situation of Party B and Default Responsibility

(1) If Party B does not provide the appointed loan without proper reasons, Party A has rights to require Party B provide the loan according to the contract.

(2) If Party B charge the illegal interest or fee, Party A has rights to get it back.

Second: Default Situation of Party A

(1) Party A disobeys any appointment of the contract or any legal obligations.

(2) Party A shows that he will not obey any appointment of the contract by statement or actions.

Third: Situation which may danger the rights of credit of Party B

(1) If any following situation happens, Party B may consider it endangering the loan of the contract: Party A happens contracting, trusteeship, renting, rebuilding for joint-stock, capital reduction, consolidation, merger, acquisition, spin-offs, joint venture, suspending business for rectification, dismissing, getting cancelled, bankrupt, shareholder alteration or important property transfer, off production, significant legal disputes, getting the most fine from the powerful department, registration annulment, revoking license, out of business, having difficulties in operation or deteriorating financial situation and that the legal person cannot take on the responsibility.

(2) If any following situation happens, Party B may consider it endangering the loan of the contract: Party A does not pay off other mature debt, transfers the belongings in low price or none, reduces or let off the debt of the third party, is lazy in perform the loan rights or other rights or supplies the guaranty to the third party.

(3) The shareholders of Party A abuse the rights to escape the debt, and Party B may consider it endangering the loan of the contract.

(4) Any formal condition of the contract for providing the loan does not be persistent.

(5) The guarantor happens one of the following items, and he Party B may consider it endangering the loan of the contract:

I. Disobey any item of the guaranty contract or exist any falsity mistake or missing between the statement and guaranty.

II. The contracting, trusteeship, renting, rebuilding for joint-stock, capital reduction, consolidation, merger, acquisition, spin-offs, joint venture, suspending business for rectification, dismissing, getting cancelled, bankrupt, shareholder alteration or important property transfer, off production, significant legal disputes, getting the most fine from the powerful department, registration annulment, revoking license, out of business, having difficulties in operation or deteriorating financial situation and that the legal person cannot take on the responsibility which may affect the guarantor`s ability to perform the guarantee.

III. Other situations that the guarantor loses or has the possibility to lose the guaranty ability.

(6) The mortgage happens one of the following items, and he Party B may consider it endangering the loan of the contract:

I. The mortgage gets destroyed, damaged or value reduced for actions of the third party, national collection, forfeiture, requisition, retraction freely, removal, market condition transformation or other reasons.

II. The mortgage gets closed, detention, frozen, remaining, auction, oversaw by administration, or argument of the owning.

III. The mortgager disobeys any item of mortgage contract or exist any falsity mistake or missing between the statement and guaranty.

IV. Other situation which may endanger the mortgage.

(7) The guaranty is unsubstantiated, invalid, not efficient, cancelled, default of the guarantor or that he will not obey any appointment of the contract by statement or actions or that guarantor lose parts or all the guarantee ability, that the value of the guaranty reduces and other situations which Party B may consider it endangering the loan of the contract.

(8) Other situation which is considered to endanger the mortgage by Party B.

Forth: The remedy way of Party B

If any situation of the second or the third items has happened, Party B has rights to perform one or multinomial following items:

(1) Stop providing the loan

(2) Announce the loan become due and require Party A repay all the capital, interest and expense of the contract.

(3) If Party A picks up the loan in defiance of the contract, Party B has rights to require Party A pay the % of the drawn money as liquidated damages and refuse to provide the rest loan.

(4) If Party A uses the loan in defiance of the contract, the interest and compound interest should be counted as the account way of the contract and default interest rate to the appropriative parts from the abuse day to the deadline.

(5) If the loan is overdue, the interest and compound interest should be counted according to the account way of the contract and default interest rate to the capital and interest of the loan which has not been paid off from the overdue day to the pay-off day. The overdue loan means that Party A has not paid off on time or the action that Party A pays off over the deadline.

Before the deadline, the compound interest should be counted according to the account way of the contract and default interest rate to the capital and interest of the loan to the overdue interest.

(6) Other remedy ways, including but not limited to:

I. Pick up the money from other accounts which is opened in the Construction Bank of China without informing Party A in advance.

II. Perform the guaranty rights.

III. Require Party A supplies the new guaranty which should conform the new requirement of the Party of the contract.

IV. Discharge the contract.

No.11 Others

First: Undertaking of Expense

The expense of the contract or the guaranty for retaining fee, insurance, assessment, registration, storage, identification, notarization and so on should be taken on by Party A except for other appointment of the both Parties.

The expense of Party B to get the debt should be taken by Party A (including but not limited to legal cost, arbitration cost, property security cost, business trips cost, implementation cost, evaluation cost, auction cost, notarization cost, post cost, announcement cost, lawyer cost and so on).

Second: Use of the Information of Party A

Party A agrees that Party B inquires about the credit of Party A from the People`s Bank of China and the finance company data pool which is approved to built by finance department or relational units and departments, and that Party B supply the credit of Party A to the People`s Bank of China and the finance company data pool which is approved to built by finance department. Party A also agrees that Party B uses and discloses the information of Party A logically.

Third: Notice Motion to Urge

If Party A delays returning the capital or interest of the loan or happens other default actions, Party B has rights to inform the relational units or departments and perform the public notice by media.

Forth: Evidence Effect Recorded by Party B

The inner financial records of the capital, interest, expense and repayment of the Party b, bills and documents which is brought in the process of Party A`s drawing, repaying and paying for the interest produced or kept by Party B and the record or documents from Party B to hasten for the loan are all the evidence to prove the obligatory relationships between Party A and Party B except for there are opposite evidence. Party A should not come up with the opposition for unilateral keeping of the above-mentioned records, documents, bills and evidences to Party B.

Fifth: Reservation of Rights

The rights of Party B in the contract have no effect on other rights of the laws, regulations and other contracts. Any forgiveness, grace and favor to default or delay action or delay to perform the rights of the contract do not mean that to give up the rights or equity of the contract or the approval to the actions that go against with the contract, do not limit, stop and disturb to keep performing the rights or other rights, and have no effect on the obligations and responsibility from Party B to Party A.

Sixth: if there is other mature debt to Party B from Party A, Party B has rights to pick up the money from other accounts which is opened in the Construction Bank of China for the payable fund of Party A. Party A agrees and has no opposition.

Seventh: if the postal address or contact information of Party A have changed, Party A should inform Party B in time. The loss of the delaying notice should be taken on by Party A.

Eighth: Collection of Payable Funds

Party B has rights to pick up the money from other accounts which is opened in the Construction Bank of China without informing Party A in advance for the payable fund of Party A according to the contract. If there is a need to transact the relational foreign exchange procedure, Party A has obligations to help Party B to deal with it and undertake the exchange rate risk.

Ninth: Dispute Settlement

If there is dispute during the period of the performance of the contract, the both sides could make the settlement through consultation or according to       (1)         of the following way:

(1) Lawsuit. It is subject to the jurisdiction of the people’s court where the lender is located.

(2) Arbitration. Hand in ___________ according the arbitration rules to progress the arbitration. The arbitration is the final adjudication and has the sanction to the both parties.

During the period of the lawsuit or arbitration, the items which are not concerning the dispute should be still performed.

Tenth: Effective Conditions of the Contract

The contract will come into force upon the signature or stamp by the legal persons or the licensee of both parties.

Eleventh: the Contract is executed in 3 original.

Twelfth: Other Agreed Items

(1) the loan can only be used for Longhai International Project. Any violation may cause the acceleration

(2) in event of default by Party A’s failure to repay the loan, Party B has the priority to be paid from Party A’s assets and cash.

(3) Party A shall not distribute its profits without paying off the loan

(4) the Management and Cooperation Agreement on Real Estate Development Project has the equal legal effect of this agreement.

No.11 Statement

First, Party A knows about the operation range and given competence of Party B.

Second, Party A has read all the items of the contract. And Party B has accounted for some items in case of the demand of Party A. The Party has understood all the items of this contract and the legal consequence roundly and accurately.

Third, the obligations of the contract conform to the laws, administrative regulations and constitution of Party A or the rules of the internal organizations, and get approved by the inner powerful organization and / or national powerful department.

Party A (stamp): Weihai Economic & Technology Development Zone Longhai Properties Co., Ltd.
Legal Representative or Authorized Agent (signature): /s/ Shuangji Miao
Date: November 30, 2009

Party B (stamp): China Construction Bank, Weihai Economic & Technology Development Zone Branch
Authorized Agent (signature): /s/ Guoqiang Tao
Date: November 30, 2009

EX-10.25

Exhibit 10.25

(English Translation)

Loan Contract of RMB

China Construction Bank

Serial Number of the Contract: FDcdk 08002
Type of the Loan: Loan for Real Estate Development

Borrower (Party A): Longhai Caoxian Industrial Properties Co., Ltd.
Address: Chenghe Village, Caoxian (Qingdao) Industry Park
Postal code: 274400
Legal Representative: Hongde Wang
Fax:
Telephone: 0530-3398888

Lender (Party B): China Construction Bank, Caoxian Branch
Address: 18-8 Zhongxing Road, Caoxian
Postal code: 274400
Legal Representative: Feng Yao
Fax: 0530-3213583
Telephone: 0530-3213613

Party A applies the loan from Party B. Party B accepts the application. According to the relational laws and regulations, hereby both parties sign this contract on agreement for obeying it together.

No.1 Sum of Loan

The amount of the loan from Party A to Party B is RMB 30 million.

No.2 Purpose of Loan

The purpose of loan of Party A should be used in Development of Phase One of “Xingfu Renjia”

Party A should not change the purpose of the loan without the written agreement of Party B.

No.3 Term of Loan

The term of this contract is 20 months, from November 21, 2008 to May 27, 2010.

Where there is any inconsistency between loan date and the loan voucher, the latter shall prevail. The deadline of the loan in the first item of this chapter should be changed accordingly. The loan voucher is an integral part of this contract and shares the force and effect with the contract.

No.4 Interest Rate of Loan; Penalty Rate of Loan; Account of Interest and Settlement of Interest

First: Interest Rate

The interest rate of the contract is the annual interest rate and follows the way of (2) of the following items.

(1) Fixed rate, is _____%, and does not change in contract period.

(2) Fixed rate, goes up (up or down) 10 % on the basis of the prime rate of the account day, and does not change in contract period.

(3) Floating interest rate, the interest rate goes _____ (up or down) on the basis of prime rate of account rate. And it should be adjusted once in every _____ months from the account day of the contract to the deadline according to the prime rate in the day of the adjusting date and the up or down proportionment. The adjusting date of rate is the corresponding day of the account day in that month. If there is no corresponding day of the account day, the last day of this month is the corresponding day for loan.

Second: Penalty Rate of Loan

(1) If Party A does not use the loan in the way of the agreement of this contract, the penalty interest rate is that the loan interest rate goes up 100%. If the interest rate has changed according to the third item of Section 1, the penalty rate should be changed according to the adjusted interest rate and the above-mentioned adjustment range.

(2) The penalty rate of the overdue loan of the contract is that the interest rate goes up 50%. If the interest rate has changed according to the third item of the chapter 1, the penalty rate should be changed according to the adjusted interest rate and the above-mentioned adjustment range.

(3) If the overdue and defalcation happens at the same time, it should choose the worse one to count the penalty interest and compound interest

Third: Prime Rate

The account day of the chapter refers to the day in which the loan is transferred to the appointed account at the first time.

At the first time that the loan has been provided, the prime rate is the corresponding period of RMB’S borrowing rate of the People's Bank of China in the account day. If the People's Bank of China does not public the interest rate, the prime rate is the corresponding period of RMB’S borrowing rate of the People's Bank of China in the account day or the interest rate accepted by other banks. After this, while the interest rate changes as the above-mentioned items, the prime rate is the corresponding period of RMB’S borrowing rate of the People's Bank of China in the adjusted day except for there is any other agreements.

Fourth: Calculation of Rate

The interest rate is counted from the day in which the loan is transferred into the appointed account of Party A. The loan of the contract is counted as daily rate. Daily rate = yearly rate / 360. If Party A cannot pay off the interest according to the contract in the deadline, the compound interest is counted in the next day.

Fifth: Settlement of Interest

(1) While the loan which performs the fixed interest rate settles the interest, the interest is counted as the appointment. While the loan which performs the floating interest rate settles the interest, the interest is counted as the floating interest rate in that period. While the interest rate floats many times in one period, the floating interest should be counted first. And the total interest is all floating interest and the interest of the settlement day.

(2) The settlement of the loan follows the     I     way as follows.

I. Settle the interest monthly, and the settlement day is the 20th every month.
II. Settle the interest seasonally, and the settlement day is the 20th of the last month every season.
III. Other ways ______________________________

No.5 Provision and Use of the Loan

First: Drawing Conditions

If the items below are not fulfilled, Party B has no obligations to provide the loan except for Party B give up the rights.

(1) Party A should manage to get the approval, register, payment, insurance and other relevant legal procedures.

(2) If the contract has guarantee, the guarantee which conforms to the requirement of Party B is available and remains valid.

(3) Party A should open an account for drawing and returning as Party B`s requirement.

(4) There is no event from Party A of default or danger the rights of Party B.

(5) The loan of the contract does not touch the laws, regulations, or the rights of the powerful department.

(6) Other requirements

• Execution of Project Fund Management Agreement; Agreement of Right of First Refusal for Waiving Project Price; Financial Advisory Agreement; Buy-back Agreement

• Party A’s credit rating shall be at least A; the asset/liability ratio shall be no more than 75%, current ratio shall be no less than 1.5, quick ratio should be no less than 0.5.

Second: Use of the Loan

The plan of usage is made sure as the I way as follows.

(1) Plan of usage as follows:

I.     2008     year     November    month      21      day, sum      RMB 20 million                     .
II. ______ year ______ month ______day, sum______.
III. ______ year ______ month ______day, sum______.
IV. ______ year ______ month ______day, sum______.
V. ______ year ______ month ______day, sum______.
VI. ______ year ______ month ______day, sum______.

(2) _____________________________________________________

Party A should use the loan as the appointment in chapter 2, and should not advance, delay or cancel the drawing except for the written agreement of Party B.

If Party A draws the loan for many times, the deadline is still ensured as the appointment in the chapter 3 of the contract.

No.6 Repayment

First: Repayment Principle

Party A of the contract should be returned as the following principle:

Party B has rights to use the repayment of Party A in the expense which should be paid by Party A but paid by Party B or that Party B spend in the rights achievement. And the rest should be paid as the principle that capital after interest and interest removed with the capital. But for the capital overrun 90 days, the interest overrun 90 days or the stated loan by the laws and regulations, the repayment of Party A should be used in capital before interest after the above-mentioned expense.

Second: Repayment of Interest

Party A should pay Party B interest in account day. The first payment day is the first account day after which the loan is provided. The interest should be paid off with the capital in the deadline.

Third: Repayment Plan

The repayment plan follows the    I    way

(1) The repayment plan as follows:

I.    2010    year     February     month   23   day, sum     RMB 5 million     .
II.    2010    year     March     month   25   day, sum     RMB 5 million     .
III.    2010    year     April     month   22   day, sum     RMB 5 million     .
IV.    2010    year     May     month   27   day, sum     RMB 5 million     .
V. ______ year ______ month ______day, sum______.
VI. ______ year ______ month ______day, sum______.

(2) _____________________________________________________

Forth: Repayment Way

Party A should get the loan or interest that should be paid in the period ready in the account opened by Party B before the appointed day for repaying the funds, or transfers the funds in the appointed day from other accounts.

Fifth: Repayment in Advance

If Party A wants to repay in advance, it should provide a written application with a two_ working days notice to Party B. With the agreement of Party B, Party A could repay parts of all the capital.

If Party A repays the capital in advance, the interest should be counted by the actual time and appointed interest rate.

If Party B agrees the repayment of Party A in advance, Party B has rights to charge the compensation fund. The amount of the fund should be made sure as the following (1) way:

(1) Compensation amount = Prepaid principal amount * prepaid months * 0.5% . Any period less than 30 days shall be counted as one month.

(2) _____________________________________________________

If Party A repays for times and repays parts of capital in advance, Party A should repay the capital in opposite order. After the repaying in advance, the loan which has not repaid yet should be performs as the appointed interest rate.

No.7 Rights and Obligations of Party A

First: Rights of Party A

(1) Have rights to require Party B to provide the loan according to the contract

(2) Have rights to use the loan in the appointed way of the contract.

(3) Have rights to apply to Party B for extending the period in the condition that obeys the regulations of Party B.

(4) Have rights to require Party B to keep the financial data and the business information about the production and trade secret except for the other regulations from the laws, other requirement from the powerful department or other appointment.

(5) Have rights to refuse the bribe from the employee of Party B. Have rights to report the above-mentioned actions or other actions which harm the laws or regulations about the national credit and service fee to related department.

Second: Obligations of Party A

(1) Have the obligations to draw the loan and pay off the capital and interest, undertake the expense of the contract according to the appointment of the contract.

(2) Supply the related financial material and operation material according to the requirement of Party B, including but not limited to the debt forms of the last quarter which should be handed in the first seven working days in the first month of every quarter, income forms of the last quarter and fund operation forms of the year. Party A should take the responsibility with factuality, completeness and effectiveness of the forms, and should not supply the false information or hide the important finance and operation facts.

(3) Party A should inform Party B at least one day in written forms if the name, legal person, residence, trading range, registered funds, company rules and business registration get changed, and hand in the related material as the accessory to Party B.

(4) Party A should use the loan in the appointed way of the contract, should not be Misappropriation, diversion or dealing the illegal trade with the loan, should cooperate and accept the check and oversee of Party B to the operation, financial activity and use of the loan of the contract, should not take out the funds, transfer the assets or make use of the relational trade to escape the debt of Party B, should not make use of the false contract with the relational party to get the cash or mortgage by the unhappened notes or accounts and defraud the bank of the funds or faith.

(5) If the loan of the contract is used in the production and construction, Party A should obey the regulations about the environment protection.

(6) Before the capital and interest of the loan of Party B are paid off, Party A should not supply the guaranty to the third party by the funds from the loan of the contract without the agreement of Party B.

(7) If Party A is a group companies, Party A should inform Party B in time of the relational trade over the 10% of the net assets, including: A. The relationships of the parties. B. Items and property of the trade. C. The sum of the funds or the related proportion. D. Priced policy.

(8) If the preparatory loan of the contract is the capital assets or item loan, Party A should make sure that hypothetical item should get approved by the government and not touch the laws or regulations. The capital and other funds should be in place according to the appointed time and proportion. The construction should be built following the plan.

No.8 Rights and Obligations of Party B

First: Rights of Party B

(1) Party B has rights to require Party A to repay the capital, interest and expense of the loan on time, to discharge other appointed rights of the contract and to require Party A to perform other obligations of the contract.

Second: Obligations of Party B

(1) to provide the loan according to the contract except for the reasons that should not charge upon Party B.

(2) keep the financial data and the business information about the production and trade secret except for the other regulations from the laws, other requirement from the powerful department or other appointment.

(3) should not supply, charge or receive the bribe from Party A or the employees.

(4) should not have the dishonest or harmful actions to the legal profits of Party A.

No.9 Default Responsibility and Remedy for Situation Which Dangers the Rights of Credit of Party B

First: Default situation of Party B and Default Responsibility

(1) If Party B does not provide the appointed loan without proper reasons, Party A has rights to require Party B provide the loan according to the contract.

(2) If Party B charge the illegal interest or fee, Party A has rights to get it back.

Second: Default Situation of Party A

(1) Party A disobeys any appointment of the contract or any legal obligations.

(2) Party A shows that he will not obey any appointment of the contract by statement or actions.

Third: Situation which may danger the rights of credit of Party B

(1) If any following situation happens, Party B may consider it endangering the loan of the contract: Party A happens contracting, trusteeship, renting, rebuilding for joint-stock, capital reduction, consolidation, merger, acquisition, spin-offs, joint venture, suspending business for rectification, dismissing, getting cancelled, bankrupt, shareholder alteration or important property transfer, off production, significant legal disputes, getting the most fine from the powerful department, registration annulment, revoking license, out of business, having difficulties in operation or deteriorating financial situation and that the legal person cannot take on the responsibility.

(2) If any following situation happens, Party B may consider it endangering the loan of the contract: Party A does not pay off other mature debt, transfers the belongings in low price or none, reduces or let off the debt of the third party, is lazy in perform the loan rights or other rights or supplies the guaranty to the third party.

(3) The shareholders of Party A abuse the rights to escape the debt, and Party B may consider it endangering the loan of the contract.

(4) Any formal condition of the contract for providing the loan does not be persistent.

(5) The guarantor happens one of the following items, and he Party B may consider it endangering the loan of the contract:

I. Disobey any item of the guaranty contract or exist any falsity mistake or missing between the statement and guaranty.

II. The contracting, trusteeship, renting, rebuilding for joint-stock, capital reduction, consolidation, merger, acquisition, spin-offs, joint venture, suspending business for rectification, dismissing, getting cancelled, bankrupt, shareholder alteration or important property transfer, off production, significant legal disputes, getting the most fine from the powerful department, registration annulment, revoking license, out of business, having difficulties in operation or deteriorating financial situation and that the legal person cannot take on the responsibility which may affect the guarantor`s ability to perform the guarantee.

III. Other situations that the guarantor loses or has the possibility to lose the guaranty ability.

(6) The mortgage happens one of the following items, and he Party B may consider it endangering the loan of the contract:

I. The mortgage gets destroyed, damaged or value reduced for actions of the third party, national collection, forfeiture, requisition, retraction freely, removal, market condition transformation or other reasons.

II. The mortgage gets closed, detention, frozen, remaining, auction, oversaw by administration, or argument of the owning.

III. The mortgager disobeys any item of mortgage contract or exist any falsity mistake or missing between the statement and guaranty.

IV. Other situation which may endanger the mortgage.

(7) The guaranty is unsubstantiated, invalid, not efficient, cancelled, default of the guarantor or that he will not obey any appointment of the contract by statement or actions or that guarantor lose parts or all the guarantee ability, that the value of the guaranty reduces and other situations which Party B may consider it endangering the loan of the contract.

(8) Other situation which is considered to endanger the mortgage by Party B.

Forth: The remedy way of Party B

If any situation of the second or the third items has happened, Party B has rights to perform one or multinomial following items:

(1) Stop providing the loan

(2) Announce the loan become due and require Party A repay all the capital, interest and expense of the contract.

(3) If Party A picks up the loan in defiance of the contract, Party B has rights to require Party A pay the % of the drawn money as liquidated damages and refuse to provide the rest loan.

(4) If Party A uses the loan in defiance of the contract, the interest and compound interest should be counted as the account way of the contract and default interest rate to the appropriative parts from the abuse day to the deadline.

(5) If the loan is overdue, the interest and compound interest should be counted according to the account way of the contract and default interest rate to the capital and interest of the loan which has not been paid off from the overdue day to the pay-off day. The overdue loan means that Party A has not paid off on time or the action that Party A pays off over the deadline.

Before the deadline, the compound interest should be counted according to the account way of the contract and default interest rate to the capital and interest of the loan to the overdue interest.

(6) Other remedy ways, including but not limited to:

I. Pick up the money from other accounts which is opened in the Construction Bank of China without informing Party A in advance.

II. Perform the guaranty rights.

III. Require Party A supplies the new guaranty which should conform the new requirement of the Party of the contract.

IV. Discharge the contract.

No.10 Others

First: Undertaking of Expense

The expense of the contract or the guaranty for retaining fee, insurance, assessment, registration, storage, identification, notarization and so on should be taken on by Party A except for other appointment of the both Parties.

The expense of Party B to get the debt should be taken by Party A (including but not limited to legal cost, arbitration cost, property security cost, business trips cost, implementation cost, evaluation cost, auction cost, notarization cost, post cost, announcement cost, lawyer cost and so on).

Second: Use of the Information of Party A

Party A agrees that Party B inquires about the credit of Party A from the People`s Bank of China and the finance company data pool which is approved to built by finance department or relational units and departments, and that Party B supply the credit of Party A to the People`s Bank of China and the finance company data pool which is approved to built by finance department. Party A also agrees that Party B uses and discloses the information of Party A logically.

Third: Notice Motion to Urge

If Party A delays returning the capital or interest of the loan or happens other default actions, Party B has rights to inform the relational units or departments and perform the public notice by media.

Forth: Evidence Effect Recorded by Party B

The inner financial records of the capital, interest, expense and repayment of the Party b, bills and documents which is brought in the process of Party A`s drawing, repaying and paying for the interest produced or kept by Party B and the record or documents from Party B to hasten for the loan are all the evidence to prove the obligatory relationships between Party A and Party B except for there are opposite evidence. Party A should not come up with the opposition for unilateral keeping of the above-mentioned records, documents, bills and evidences to Party B.

Fifth: Reservation of Rights

The rights of Party B in the contract have no effect on other rights of the laws, regulations and other contracts. Any forgiveness, grace and favor to default or delay action or delay to perform the rights of the contract do not mean that to give up the rights or equity of the contract or the approval to the actions that go against with the contract, do not limit, stop and disturb to keep performing the rights or other rights, and have no effect on the obligations and responsibility from Party B to Party A.

Sixth: if there is other mature debt to Party B from Party A, Party B has rights to pick up the money from other accounts which is opened in the Construction Bank of China for the payable fund of Party A. Party A agrees and has no opposition.

Seventh: if the postal address or contact information of Party A have changed, Party A should inform Party B in time. The loss of the delaying notice should be taken on by Party A.

Eighth: Collection of Payable Funds

Party B has rights to pick up the money from other accounts which is opened in the Construction Bank of China without informing Party A in advance for the payable fund of Party A according to the contract. If there is a need to transact the relational foreign exchange procedure, Party A has obligations to help Party B to deal with it and undertake the exchange rate risk.

Ninth: Dispute Settlement

If there is dispute during the period of the performance of the contract, the both sides could make the settlement through consultation or according to      (1)      of the following way:

(1) Lawsuit. It is subject to the jurisdiction of the people’s court where the lender is located.

(2) Arbitration. Hand in __________ according the arbitration rules to progress the arbitration. The arbitration is the final adjudication and has the sanction to the both parties.

During the period of the lawsuit or arbitration, the items which are not concerning the dispute should be still performed.

Tenth: Effective Conditions of the Contract

The contract will come into force upon the signature or stamp by the legal persons or the licensee of both parties.

Eleventh: the Contract is executed in 2 original.

Twelfth: Other Appointed Items

(1) _____________________________________________________
(2) _____________________________________________________
(3) _____________________________________________________

No.11 Statement

First, Party A knows about the operation range and given competence of Party B.

Second, Party A has read all the items of the contract. And Party B has accounted for some items in case of the demand of Party A. The Party has understood all the items of this contract and the legal consequence roundly and accurately.

Third, the obligations of the contract conform to the laws, administrative regulations and constitution of Party A or the rules of the internal organizations, and get approved by the inner powerful organization and / or national powerful department.

Party A (stamp): Caoxian Industrial Properties Co., Ltd.
Legal Representative or Authorized Agent (signature): /s/ Hongde Wang
Date: November 21, 2008

Party B (stamp): China Construction Bank, Caoxian Branch
Authorized Agent (signature): /s/ Feng Yao
Date: November 21, 2008

EX-10.26

Exhibit 10.26

(English Translation)

INDUSTRIAL AND COMMERCIAL BANK OF CHINA

LOAN AGREEMENT FOR REAL ESTATE INDUSTRY

Borrower (Party A): Qingdao Xudong Real Estate Development Co., Ltd.

Lender (Party B) : Industrial and Commercial Bank of China, Qingdao Chengyang Branch

No.1 Guaranty and Statement of Party A
No.2 The Type of Loan
No.3 The Purpose of Loan
No.4 Sum and Deadline of Loan
No.5 Interest Rate of Loan and Account of Interest
No.6 Drawing Condition
No.7 Arrangement of withdrawing
No.8 Repayment and the Origin of the Repayment
No.9 The Guaranty
No.10 The Right and Obligation of both Parties
No.11 Default Responsibility
No.12 Termination, Modification, Renew and Discharge of the Contract
No.13 The Settlement of Dispute
No.14 Other items
No.15 Miscellaneous

Party A applies the loan from Party B in the need of the items 3.1 of this contract. Party B agrees to provide the loan to Party A. According to the provision of the Contract Law, The Guaranty Law and Trade rule and other relational laws and regulations, in order to make sure of the rights and the obligations of both parties, hereby the both parties sign this contract on agreement.

No.1 Guaranty and Statement of Party A

1.1. Party A must be set up legally, have a legal entity and have rights to perform this contract legally.

1.2. The proposed contribution of the loan of this contract has been passed by local government.

1.3. The different financial reports and data of application, examination and management of the contribution loan provided should be truthful, accurate and complete.

No.2 The Kind of loan

2.1. The loan of this contract belongs to the 2.1.1 of the following items.

2.1.1. Loan for commercial housing development

2.1.2. Loan for student apartment

2.1.3. Short loan for property development

2.1.4. _________________________________________________

No.3 The Purpose of Loan

3.1. The purpose of loan of this contract is: the construction of phase one of Dongli Garden project

Name of the project: Phase One of Dongli Garden Project
Address of the project: 21 Jiushui East Road, Licang District
Area of the project is 208,000 square meters

3.2. Party A should not change the purpose of the loan without the written agreement of Party B.

No.4 Sum and Deadline of Loan

4.1. The amount of the loan of this contract is RMB 200 million.

4.2. The term of this loan is 36 months, from May 28, 2007 to May 27, 2010.

No.5 Interest Rate of Loan and Account of Interest

5.1. The loan of the contract is counted as daily rate from the drawing date under the real number of the days, counted as monthly (monthly / quarterly), settlement date for interest is the 20^th day of each month. If the settlement date for interest falls into a non-business day of bank, the settlement date will be the next business day. If the loan becomes due, the interest will be paid off with the principal.

5.2. The interest rate of the contract follows the way of 5.22 of the following items.

5.2.1. The annual interest rate is the fixed rate of________ %, and does not change in contract period.

5.2.2. The loan interest rate goes up (up or down) 10% on the basis of the Reference rate of the People`s Bank of China. And the interest rate of the contract changes with the periods, and the period lasts quarter (year / half year / quarter / month). The given date of the first period is the effective date of the contract. Party B makes sure the interest rate of the first period according to the reference interest rate of the People`s Bank of China and promissory range of both parties, annual interest rate is 7.425%. The corresponding date of the effective dates of the second period and the following periods of the contract should be made sure by Party B the interest rate of the second period according to the reference interest rate of the People`s Bank of China and promissory range of both parties by Party B. If there is no corresponding day for borrowing, the last day of this month is the corresponding day for loan.

Drawing for times: no matter how many times to draw the loan, the interest rate perform as the current period interest rate of the effective date or the corresponding date of the contract, and change in the corresponding date of the next effective date at one time

The corresponding date of the effective date of the contract refers to the date in which the loan contract effective date has reached a period. For example, the effective date of the contract is May 9^th, if the period is one month, the corresponding date of the second section is June 9^th; if the period is a quarter, the corresponding date of the second section is August 9^th; if the period is half year, the corresponding date of the second section is November 9^th; if the period is one month, the corresponding date of the second section is May 9^th of the second year. The rest can be done in the same manner.

5.2.3. Other ways  ______________________________________________________

____________________________________________________________________

____________________________________________________________________

Party B should inform the Party in written way in 30 days while the interest rate changes. But it does not affect the performance whatever the notice has arrived.

5.3. If the People`s Bank of China change the interest rate or the definite way of the interest rate, the way follows the relational regulations of the People`s Bank of China.

No.6 Drawing Condition

6.1 Party A must satisfy the conditions below every time they withdraw funds:

6.1.1 This contract corresponding to the warrant one takes effect according to law.

6.1.2 The capital in this contract or other financing must prepare well in due time and proportionate well.

6.1.3 You should make self-finance with cost spending.

6.1.4 You should finish the project according to schedule.

6.1.5 The loan for exploiting commercial residential building and student department must supervise according to rules of construction work.

6.1.6 You must transact withdrawal Procedures according to rules of contract.

6.1.7 There is no event of default according to the contract.

6.1.8 You should offer written document on how to use the fund(such as demonstrating on Management Company , record on construction corps , relevant fund notice , credit contract )every time you withdraw the loan.

6.1.9 You have offered some other materials on how to apply for loan according to the requirement of Party B.

No.7 Arrangement of withdrawing

7.1. The way to withdraw the loan of this contract follows the 7.1.2 of the following items.

7.1.1. Party A withdraws the loan once in_______ year________month _______day, and transfer the full amount of loan to an account set up by Party B.

7.1.2. Party A withdraws the loan in times and arranges the details sums and dates as follows:

7.1.2.1.    2007     year    May     month      29    day, sum(capital)     RMB 50 million (digits) ______________yuan.
7.1.2.2. _______year _______month _____day, sum(capital)  _____________ (digits) ______________yuan.
7.1.2.3. _______year _______month _____day, sum(capital)  _____________ (digits) ______________yuan.
7.1.2.4. _______year _______month _____day, sum(capital)  _____________ (digits) ______________yuan.
7.1.2.5. _______year _______month _____day, sum(capital)  _____________ (digits) ______________yuan.

7.1.3. Other ways:
______________________________________________________
______________________________________________________
______________________________________________________
______________________________________________________
______________________________________________________

7.2. Party A should draw the loan under the item 7.1 of this contract. If there are some special reason, Party A should supply the written application and be advanced or postponed days to draw the loan on the basis of the written agreement of Party B.

7.3. The detailed dates of drawing and repaying are based on the specific date of the promissory note signed by both partied. The promissory note or loan voucher is the indivisible part of the contract, where there is any inconsistency between the promissory note or loan voucher and the contract except the dates, the latter shall prevail.

No.8 Repayment and the Origin of the Repayment

8.1. The loan and interest of the contract which Party A repays comes from the following items but no limit: 8.1.1. Operational income 8.1.2. Funds of sell and rent 8.1.3. Other funds 8.1.4.

8.2. Wherever there is any other agreement of the origin of the repayment of Party A, it cannot affect the repayment obligations of the contract of Party A. Whatever it happens, Party A should not use the item 8.1 to refuse the repayment obligations of the contract.

8.3. Party A should pay enough interest quarterly (or monthly) according to the contract, and repay the loan as of the following items.

8.3.1. The party A should pay all the loan by May 27, 2010.

8.3.2. Repaying for time, the details sums and dates as follows:

8.3.2.1. _______year _______month _____day, sum(capital)  _____________ (digits) ______________yuan.
8.3.2.2. _______year _______month _____day, sum(capital)  _____________ (digits) ______________yuan. 
8.3.2.3. _______year _______month _____day, sum(capital)  _____________ (digits) ______________yuan.
8.3.2.4. _______year _______month _____day, sum(capital) _____________ (digits) ______________yuan.
8.3.2.5. _______year _______month _____day, sum(capital)  _____________ (digits) ______________yuan.

8.3.3. Other ways:

______________________________________________________
______________________________________________________
______________________________________________________
______________________________________________________
______________________________________________________

8.4. Party A should get the loan or interest that should be paid in the period ready in the account opened by Party B before the appointed day for repaying the loan or interest, and hand the rights to Party B to transfer the loan and interest in the appointed day from the account of Party A or the new account opened by Party A with Party B.

8.5. Party A should ask the permission of Party B for repayment in advance, and make up for prospective profit and other expenses of Party B. And the amount follows the item 8.3.2 to get up or down.

8.6. Party A agrees to repay the loan and interest in advance or firstly with the sale of the project under the requires of Party B in case of the account which Party A opened in Party B for selling the commercial housing.

No.9 The Guaranty

9.1. The guaranty way of the loan of this contract is Pledge.

9.2. Party A has the obligations to actively help the party B to sign the guaranty contract of which the number is 2007 Yangcheng D -No.034, 2007 Yangcheng B-No.034 with the guarantor.

9.3. If the guaranty of this contract has some changes which makes against the creditor's rights of Party B, through the notice given by Party B, Party A should provide other effective guaranty which is agreed with by Party B according to the rules.

No.10 The Right and Obligation of both Parties

10.1 The right and obligation of Party A

10.1.1 You should withdraw and use the loan according to the rules of this contract and the usage of loan.

10.1.2 You should open a specialized loan fund, and also put forward a written schedule about how to use the loan to Party B every time they use specialized loan fund, with a consent to Party B you can payoff.

10.1.3 You should accept investigation from Party B about the situation of loan, also you should know and supervise from Party B. You should offer tempo of the project, project sales, rent with the operation, loan fund and repaid fund on a regular basis (by month/quarter)

10.1.4 You should positively coordinate with Party B to inspect, recognize and supervise the situations of project and financial. You should supply provide with Income statement, balance sheet or other materials every term according to Party B.

10.1.5 Please inform that Party B should participate in calculating, budget, auditing, going through public bidding for construction projects and final acceptance of construction an d other things.

10.1.6 Do pay off Loan principal and interest according to the contract.

10.1.7 You should undertake the expenses such as the expenses of justice, appraisal, estimate, registering and so on.

10.1.8 You should sign off the letters and files which Party B has sent off in 3 days and pack off the Confirmations.

10.1.9 If you do the actions as lease, reform enterprise through stock system, Consortium, merge, acquire, discrete, Acquisition or Changes in Ownership, property transfer or other may affect equity of Party B, you must inform Party B 30 days in advance, and also get the agreement of Party B unless you mustn’t do such kind of things before tendering all the loan.

10.1.10 You should inform Party B at least 7 days in written forms if you change of residence, mail address, line of business, legal representative and business registration.

10.1.11 If you happens to some unsafe actions under normal operating cycl, and this may cause bad affects including significant economic disputes, bankrupt, deteriorating of financial report, you should immediately inform Party B.

10.1.12 If you happens to such kind of things as out of business, dismissing, suspending business for rectification, revoking license, you must inform Party B at least 5days in advance and also promise to return capital and interest.

10.1.13 You should entrust home-buyers of Party B to mortgage loan.

10.1.14 You should disclose related party relationship promptly, full range and exactly. If Party A does not fulfill an obligation or they may cause some bad affects to Party B, Party B have right to take measures according to this contract and laws:

(1) The finance degenerates related party relationship of Party A

(2)Party A or its related party relationship have been investigated and severely according to law by Judicial System, Registration authorities and the industry and commerce administration authorities.

(3) Party A has changed the relationship with its related party.

(4) Party A touch upon other problems such as economic dispute cases, lawsuit, arbitration.

(5) The key manage personnel or investor of Party A have been changed or commit a crime and illegal restriction of personal freedom by judicial system.

(6) Related party relationship of Party A may cause bad affects about other kinds. According to < Global GAAP-tariff west relationship and its transactions punishment>

Related party refers to:

(1) Party A controls other enterprise, business of Party and under the control of Party A directly or indirectly.
(2) Joint venture of Party A
(3) Joint management of Party A
(4)The key investor, management personnel or its closeness families
(5) The key investor, management personnel or its closeness families and on the control of other enterprise.

Other words in this article with < Global GAAP-tariff west relationship and its transactions punishment>has the same meaning and words.

10.2 The right and obligation of Party B

10.2.1 Party B is required to offer Finance report which has been audited by accounting firm and all the relevant information.

10.2.2 Party B have the right to withdraw capital of loan, interest, compound interest, fine and other payment which Party A should paid according to the contract and law.

10.2.3 If Party A escape supervising .default loan capital and interest or other noncompliance , Party B have the right

for loan sanction and notify the relevant government or get paid with News Media.

10.2.4 You should offer loan to Party A according to contract on schedule (except for mistakes by Party A)

10.2.5 You should kept absolutely secret about debt, financial, production, operation which Party A has offered (except for some other requirement prescribe by law)

No.11 Default Responsibility

11.1. While the contract becomes effective, the both parties should perform the obligation of this contract. Any party who does not perform or absolutely perform the obligation of this contract should bear the default responsibility legally.

11.2. If Party A does not get the loan as the 7.1. item of this contract, Party B should charge the liquidated for delaying based on daily interest rate of the contract.

11.3. If Party A does not provide the loan as the 7.1. item of this contract, Party B should pay the liquidated for delaying based on daily interest rate of the contract.

11.4. If Party A does not repay the capital or interest on the time limit of this contract, Party B has rights to set a time limit for getting paid off. And Party A gives the rights to Party B to charge the fund from the account opened by Party A in the Industrial and Commercial Bank of China and all the branches for the debt of this contract. And Party B may charge penalty interest equal to an additional 50% from the overdue day and charge the compound interest equal to an additional 50% for the interest which is not paid.

If the fund is foreign exchange, it is counted according to the exchange rate of the day.

11.5. If Party A does not use the loan in the way of the agreement of this contract, the Party has rights to stop providing the loan or carry the lending loan back in advance or discharge the contract. And Party B may charge penalty interest equal to an additional 100% from the overdue day and charge the compound interest equal to an additional 100% for the interest which is not paid.

11.6. If both 11.4. item and 11.5. item happened to Party A, Party B should punish the Party for the serious one instead together.

11.7. If any following items happen to Party A, Party A should correct or take remedy actions allowed by Party B in 7 days after receiving the notice from Party B, Otherwise Party B has rights to stop providing the loan or carry all or part of the loan back in advance. Party B should charge the liquidated damages based on daily interest rate of the contract for the part which can not recover.

11.7.1. Supply the false or fact-hiding balance sheet, income statement or financial information to Party B.

11.7.2. Refuse to accepting or cooperation the supervision of Party B to the information about debt, business and financial activities.

11.7.3. Transfer important parts of property without the agreement of Party B.

11.7.4. Parts or all of the property are possessed by other creditors or taken over by appointed client or receiver or the property gets detained or frozen.

11.7.5. Contracting, renting, rebuilding for joint-stock, joint operation, consolidation, merger, joint venture, spin-offs, capital reduction, ownership alteration, important property transfer and any other actions which can affect the rights of Party B to come true or threaten the creditor`s rights without the agreement of Party B.

11.7.6. Happens to change the address, current address, business range, legal person and other business registration or make an important external investment which has seriously influence or threat for creditor`s rights of Party B.

11.7.7. Concerning the significant economic dispute or financial condition worsens which has seriously influence or threat for creditor’s rights of Party B.

11.7.8. Any other ways which has seriously influence or threat for creditor’s rights of Party B.

No.12 Termination, Modification, Renew and Discharge of the Contract

12.1. The contract becomes effective after it is signed or stamped. If there is the guaranty, the contract becomes effective after the guaranty has been effective. And it will continue till the loan, interest, double interest, punishment interest, liquidated damages and other expenses have been paid off.

12.2. If one of the following items happens, Party B has rights to discharge the contract and require Party A to repay the loan and interest and to compensate for loss in advance.

12.2.1. It that closing, dissolution, shutting up for rectification, removing or cancelling the license happens to Party A.

12.2.2. The guaranty of the contract happens to change which has detrimental effect on the property of Party B, and Party A fails to supply other guaranty to Party B.

12.2.3. Party A fails to repay the loan or the interest on time, or does not use the loan on the promissory way, and other serious default actions.

12.3. If Party A asks for extension of the contract, Party A should supply the written application and the written statement of the continuous guaranty of the guarantor to Party B 30 days in advance. The loan of this contract gets extension under the agreement of Party B after the extension agreement signed. This contract keeps effective until the extension agreement signed.

12.4. If the contract becomes effective, any party should not alter or discharge the contract in advance except for the items of this contract. It the contract must be discharged or altered, the both parties should make the written agreement under the unanimity through consultation. This contract keeps effective until the written agreement signed.

No.13 The Settlement of Dispute

13.1. If there is dispute during the period of the performance of the contract, the both sides could make the settlement through consultation or according to 13.1.2 of the following way:

13.1.1. Hand in according the arbitration rules to progress the arbitration.

13.1.2. Is subject to the jurisdiction of the people’s court where the lender is located.

No.14 Other items

14.1. _____________________________________________________________
_________________________________________________________________

14.2. _____________________________________________________________
_________________________________________________________________

14.3. _____________________________________________________________
_________________________________________________________________

14.4. _____________________________________________________________
_________________________________________________________________

14.5. _____________________________________________________________
_________________________________________________________________

14.6. _____________________________________________________________
_________________________________________________________________

No.15 Accessional Items

15.1. The Accessories of this contract is the indivisible part of the contract, share the same force and effect with the text.

15.2. If any date of drawing or repayment is the non-working day of the bank in the performance period of the contract, it should be delayed to the next working day.

Party A: Qingdao Xudong Real Estate Development Co., Ltd.
(Seal)

Date: May 28, 2007

Party B: Industrial and Commercial Bank of China, Qingdao Chengyang Branch
(Seal)

Date: May 28, 2007

EX-10.27

Exhibit 10.27

(English Translation)

EMPLOYMENT AGREEMENT

The first Party (Employer)
The name of the company: ________________________________________________________________________________________
Address: _____________________________________________________________________________________________________
Legal person: __________________________________________________________________________________________________

The second Party (Employee)
Name: __________________________________________________Sex:_______________ Date of Birth: ________________________
Level of Education: ______________________________Contacts:________________________________________________________
Native Place: __________________________________________________________________________________________________
Current address: _______________________________________________________________________________________________
I.D. Number: __________________________________________________________________________________________________
Other available certificate: ___________________________________________Certificate number: _______________________________
Security Number: _______________________________________________________________________________________________

According to “Law of the PRC on Employment Contracts” and other relational laws, rules and other regulations, on the basis of legality, equity and honesty, the both parties signed the contract under the equality, volunteering and unanimity through consultation, and obey the rules which are listed in the contract.

First: Labor Contract Terms

The both parties agreed the labor contract terms on the way of:

A1The labor contract with valid date starts from ________________until ________________and the internship time starts from ________________ until ________________.

B. The labor contract without valid date starts from ________________until ________________ and the internship time starts from ________________until ________________.

C. The valid date of labor contract is based on the date that the main job ________________________________is finished.

Second: Job Content and Work Place

I. According to the first party’s request and through consultation, the second party works as _________________. The first party could change the second party’s position according to demand or check results of the second party’s performance under the basis of the laws or upon consultation with the second party, made in the principles of reasonableness and honesty.

II. The content and requirements of the job which the first party arranged the second party to do must obey the work condition which is provided by the nation or the rules which are required by the first party according to laws. The second party should fulfill the work obligation according to the job content and requirements which are arranged by the first party.

III. The place where the both parties perform the contract ______________________________________________________

Third: Work Time and Vocation

I. The both parties agreed to perform ____________of the following items. The work time of second party should never be more than 40 hours every week, and it must be guaranteed by the first party that there is one day off at least for the second party.

A. The work time which is carried out by the first party is ______hours everyday. The detail of the work time is arranged by the first party as follows: there should be five days for working one week and two days off.

B. The work time which is carried out by the first party is in turn. The second party is arranged to work for times _____a week in turn. And the work time is _____hours once.

II. The ________________ position which is arranged by the first party to the second party should be approved to belong to irregular time job. Both parties should perform the rules of irregular time job by laws.

III. ________________The position which is arranged by the first party to the second party should be approved to belong to integrated time job. Both parties should perform the rules of integrated time job by laws.

IV. The first party should obey the legal work time strictly, control the overtime work, and ensure the second party`s rest and physical and mental health. If there is some essential overtime work which is arranged to the second party, the first party should come to an agreement with the labor union and the second party through consultation and impart some other holiday instead or pay for the overtime work.

V. The first party should be approved to arrange the paid vocation every year for the second party. And the detailed dates of vocation should be made by both parties through consultation.

Fourth: Work Salary

The first party pays for the second party once at least in currency format and should not cut down or delay the salary of the second party without reason. If the second party works as usual in the legal work time or in the work time that is promised in the legal labor contract, the salary which the first party pays the second party should not below the local standard.

I. The first party promises to pay at ____________________ every month.

II. The salary of the second party in the internship time is ____________________ every month.

III. The both parties come to agreement through consultation to perform ____________________ of the following items.

A. The salary of the second party should be ensured as the inside providing way of the salary which is established by the first party under the laws and regulations. On the basis of the second party’s position, the salary should be guaranteed as_________________ per month.

B. The first party carried out the inside assign method of basic salary and effective salary combined. The basic salary of the second party is __________________, and it is changed according to the inside assign method. The effective salary is changed according to the work achievement, labor production and actual contribution.

C. The first party pays the second party on the basis of the number of product. The labor quantity which the first party demands the second party to finish ought to be how much more than 90% workers in the same position are able to finish in legal working time. If the second party has finished the quantity which is required by the first party in legal working time, according to the achievement of the second party, on the basis of the quantity and price which have been promised by the first party, the first party should pay the salary enough to the second party on time.

D. Other ways _______________________________________________________________________

IV. Considering the benefit of the company, the guidelines of the salary which is published by local government, the guidance of the salary or the regulations of the company salary contract, the first party ought to increase the salary of the second party yearly in reason.

V. The overtime work salary of the second party should not be lower than the salary standard which is written in the third section of this item.

VI. The second party should get salary legally in the holiday (e.g. : marriage holiday, funeral holiday, new year holiday and so on).

VII. The first party should pay or store up the housing fund under the relational regulations of nation or location.

Fifth: Social Security

I. The both parties should pay for the social security on time legally and the part which should be paid by the second party should be taken out from the salary of the second parties and handed in by the first party.

II. The first party should pay for social securities legally, and public the payment for the social securities to the workers and accept the intendance of workers.

III. If the second party gets hurt or occupational diseases, the first party should take charge to cure or supply the possibility help in time. And the first party should come up with the application of the work injury to labor security administrative department, make a identification of the work ability of the second party legally, and perform the essential obligations which the second party should enjoy the rights of the work injury security.

Sixth: Working Protection, Working Conditions and Job Injury Protection

I. If the position has the possibility to present the occupational diseases, the first party has the right to tell the second party and carry out the education of safety and health to the second party to avoid the injuries and death and reduce damage.

II. The first party must provide the second safe and healthy working condition and essential protective equipment. If there is the possibility to get in touch with the job diseases in the work of the second party, the first party should take the physical check-up regularly for the second party, and do it while the second party is about to leave the position.

III. If there is possibility to get job injury in the position of the second party, under the first party’s intendance, the second party should take the following protective actions: ___________________. The second party should obey the safety operation regulations strictly during working. The second party owns the right to refuse the deregulation direct or force to process dangerous work from the administrators of the first party.

IV. The first party should provide the protection to the second party under the national regulations of the special protection to the female and underage workers.

V. If the second party gets sicken or hurt which is independent of the work, the first party should perform as the national regulations about the medical period.

Seventh: Both Parties Make an Agreement Through Consultation About the Following Items: __________________

A. As the position of the second party concerns about something confidential of the first party’s business secret and intellectual property rights, the first party may consult with the second party legally about keeping the business secret and limit of competition in advance, and signs the agreement as the accessories of this contract.

B. If the first party pays for the training to the second party and requires the second party perform service period, the first party should ask for the second party`s attitude, and signs the agreement, public the rights and obligations of both parties. And the agreement is the accessories of this contract.

C. The first party agrees to transact the supplementary endowment insurance and supplementary hospitalization insurance for the second party. The detailed content is

____________________________________________________________________________________________________

D. The first party should perform the relational regulations about the welfare legally, and agrees to supply the following welfare to the second party: 

____________________________________________________________________________________________________

E. The other items that the both parties need to perform: _________________________________________________________

Eighth: Labor Disputes Solutions

I. Where a labor dispute between the parties takes place during the performance of the contract, the both parties may seek for a settlement through consultation. If either party refuses or disagrees with the settlement through consultation, the party may apply to the labor dispute mediation committee for mediation. If the mediation fails, the party may apply to the labor arbitration committee for arbitration. And both parties may also directly apply to the labor dispute arbitration committee for arbitration. The party who apply for arbitration may come up with the written application to the labor dispute arbitration committee within legal time starting from the date of the occurrence of a labor dispute. If one of the parties is not satisfied with the adjudication of arbitration, the party may bring the case to a people's court within 15 days of the date of receiving the ruling of arbitration.

II. If the first party disobeys the laws and regulations of labor security, the second party has the right to complain to the labor security administrative department or other relational department.

Ninth: Other Items

I. The second party should inform the first party in time while the native place, current address and contacts of the second party has changed.

II. The items that are not written in this contract should be performed as the relational regulations of the state, provinces and cities. If there are no regulations, the both parties make the settlement through consultation.

III. The contract should not be altered

IV. If the contract is needed to be written in both English and Chinese and they are different, the Chinese one shall prevail.

V. This contract is executed in 2 original. Each of the party shall hold 1 copy.

VI. The accessories of this contract including: _____________________

The first party
Signature of legal person:

The second party
Signature of the second party

EX-10.28

Exhibit 10.28

(English Translation)

EMPLOYMENT AGREEMENT

The first Party (Employer)
The name of the company: Oumei Real Estate Development Co., Ltd.
Address: Floor 12A, Shandong Motorway Building, Laoshan District, Qingdao
Legal representative: Weiqing Zhang

The second Party (Employee)
Name: Weiqing Zhang                      Sex: M                             Date of Birth: April 22, 1972
Level of Education: MBA                                                          Contacts: 87582007
Place of Domicile: 170 Lijia Village, Baibu Town, Pingdu City, Shandong Province
Current address:   Qingdao, Shandong
I.D. Number:          370226197204224154
Other available certificate:                                                         Certificate number:
Security Number:   07324573

According to “Law of the PRC on Employment Contracts” and other relational laws, rules and other regulations, on the basis of legality, equity and honesty, the both parties signed the contract under the equality, volunteering and unanimity through consultation, and obey the rules which are listed in the contract.

First: Labor Contract Terms

The both parties agreed the labor contract terms on the way of: A

A1The labor contract with valid date starts from June 5, 2007 until June 5, 2012 and the internship time starts from June 5, 2007 until September 5, 2007.

B. The labor contract without valid date starts from ________ until ________and the internship time starts from ________until ________.

C. The valid date of labor contract is based on the date that the main job ________________________________is finished.

Second: Job Content and Work Place

I. According to the first party’s request and through consultation, the second party works as General Manager. The first party could change the second party’s position according to demand or check results of the second party’s performance under the basis of the laws or upon consultation with the second party, made in the principles of reasonableness and honesty.

II. The content and requirements of the job which the first party arranged the second party to do must obey the work condition which is provided by the nation or the rules which are required by the first party according to laws. The second party should fulfill the work obligation according to the job content and requirements which are arranged by the first party.

III. The place where the both parties perform the contract Qingdao City, Shandong Province

Third: Work Time and Vocation

I. The both parties agreed to perform     A     of the following items. The work time of second party should never be more than 40 hours every week, and it must be guaranteed by the first party that there is one day off at least for the second party.

A. The work time which is carried out by the first party is        8       hours everyday. The detail of the work time is arranged by the first party as follows: there should be five days for working one week and two days off.

B. The work time which is carried out by the first party is in turn. The second party is arranged to work for _______ times a week in turn. And the work time is __________hours once.

II. The ____________position which is arranged by the first party to the second party should be approved to belong to irregular time job. Both parties should perform the rules of irregular time job by laws.

III. The ____________position which is arranged by the first party to the second party should be approved to belong to integrated time job. Both parties should perform the rules of integrated time job by laws.

IV. The first party should obey the legal work time strictly, control the overtime work, and ensure the second party`s rest and physical and mental health. If there is some essential overtime work which is arranged to the second party, the first party should come to an agreement with the labor union and the second party through consultation and impart some other holiday instead or pay for the overtime work.

V. The first party should be approved to arrange the paid vocation every year for the second party. And the detailed dates of vocation should be made by both parties through consultation.

Fourth: Work Salary

The first party pays for the second party once at least in currency format and should not cut down or delay the salary of the second party without reason. If the second party works as usual in the legal work time or in the work time that is promised in the legal labor contract, the salary which the first party pays the second party should not below the local standard.

I. The first party promises to pay at the 10^th day every month.

II. The salary of the second party in the internship time is RMB 7,200 every month.

III. The both parties come to agreement through consultation to perform A of the following items.

A. The salary of the second party should be ensured as the inside providing way of the salary which is established by the first party under the laws and regulations. On the basis of the second party’s position, the salary should be guaranteed as RMB 9,000 per month.

B. The first party carried out the inside assign method of basic salary and effective salary combined. The basic salary of the second party is___________________ , and it is changed according to the inside assign method. The effective salary is changed according to the work achievement, labor production and actual contribution.

C. The first party pays the second party on the basis of the number of product. The labor quantity which the first party demands the second party to finish ought to be how much more than 90% workers in the same position are able to finish in legal working time. If the second party has finished the quantity which is required by the first party in legal working time, according to the achievement of the second party, on the basis of the quantity and price which have been promised by the first party, the first party should pay the salary enough to the second party on time.

D. Other ways __________________________________________________________________________________

IV. Considering the benefit of the company, the guidelines of the salary which is published by local government, the guidance of the salary or the regulations of the company salary contract, the first party ought to increase the salary of the second party yearly in reason.

V. The overtime work salary of the second party should not be lower than the salary standard which is written in the third section of this item.

VI. The second party should get salary legally in the holiday (e.g.: marriage holiday, funeral holiday, new year holiday and so on).

VII. The first party should pay or store up the housing fund under the relational regulations of nation or location.

Fifth: Social Security

I. The both parties should pay for the social security on time legally and the part which should be paid by the second party should be taken out from the salary of the second parties and handed in by the first party.

II. The first party should pay for social securities legally, and public the payment for the social securities to the workers and accept the intendance of workers.

III. If the second party gets hurt or occupational diseases, the first party should take charge to cure or supply the possibility help in time. And the first party should come up with the application of the work injury to labor security administrative department, make a identification of the work ability of the second party legally, and perform the essential obligations which the second party should enjoy the rights of the work injury security.

Sixth: Working Protection, Working Conditions and Job Injury Protection

I. If the position has the possibility to present the occupational diseases, the first party has the right to tell the second party and carry out the education of safety and health to the second party to avoid the injuries and death and reduce damage.

II. The first party must provide the second safe and healthy working condition and essential protective equipment. If there is the possibility to get in touch with the job diseases in the work of the second party, the first party should take the physical check-up regularly for the second party, and do it while the second party is about to leave the position.

III. If there is possibility to get job injury in the position of the second party, under the first party’s intendance, the second party should take the following protective actions: ________________________. The second party should obey the safety operation regulations strictly during working. The second party owns the right to refuse the deregulation direct or force to process dangerous work from the administrators of the first party.

IV. The first party should provide the protection to the second party under the national regulations of the special protection to the female and underage workers.

V. If the second party gets sicken or hurt which is independent of the work, the first party should perform as the national regulations about the medical period.

Seventh: Both Parties Make an Agreement Through Consultation About the Following Items: D and E

A. As the position of the second party concerns about something confidential of the first party’s business secret and intellectual property rights, the first party may consult with the second party legally about keeping the business secret and limit of competition in advance, and signs the agreement as the accessories of this contract.

B. If the first party pays for the training to the second party and requires the second party perform service period, the first party should ask for the second party`s attitude, and signs the agreement, public the rights and obligations of both parties. And the agreement is the accessories of this contract.

C. The first party agrees to transact the supplementary endowment insurance and supplementary hospitalization insurance for the second party. The detailed content is
__________________________________________________________________________

D. The first party should perform the relational regulations about the welfare legally, and agrees to supply the following welfare to the second party: Transportation, Communication, Seniority, Dinning; Bonus for Major Public Holidays

E. The other items that the both parties need to perform: The second party shall comply with the terms set forth in the Company Employee Handbook

Eighth: Labor Disputes Solutions

I. Where a labor dispute between the parties takes place during the performance of the contract, the both parties may seek for a settlement through consultation. If either party refuses or disagrees with the settlement through consultation, the party may apply to the labor dispute mediation committee for mediation. If the mediation fails, the party may apply to the labor arbitration committee for arbitration. And both parties may also directly apply to the labor dispute arbitration committee for arbitration. The party who apply for arbitration may come up with the written application to the labor dispute arbitration committee within legal time starting from the date of the occurrence of a labor dispute. If one of the parties is not satisfied with the adjudication of arbitration, the party may bring the case to a people's court within 15 days of the date of receiving the ruling of arbitration.

II. If the first party disobeys the laws and regulations of labor security, the second party has the right to complain to the labor security administrative department or other relational department.

Ninth: Other Items

I. The second party should inform the first party in time while the native place, current address and contacts of the second party has changed.

II. The items that are not written in this contract should be performed as the relational regulations of the state, provinces and cities. If there are no regulations, the both parties make the settlement through consultation.

III. The contract should not be altered

IV. If the contract is needed to be written in both English and Chinese and they are different, the Chinese one shall prevail.

V. This contract is executed in 2 original. Each of the party shall hold 1 copy.

VI. The accessories of this contract including: _______________________________

The first party
Signature of legal representative:
/s/ Weiqing Zhang

Date: June 28, 2007

The second party
Signature of the second party
/s/ Weiqing Zhang

Date: June 28, 2007

EX-10.29

Exhibit 10.29

(English Translation)

EMPLOYMENT AGREEMENT

The first Party (Employer)
The name of the company: Oumei Real Estate Development Co., Ltd.
Address: Floor 12A, Shandong Motorway Building, Laoshan District, Qingdao
Legal representative: Weiqing Zhang

The second Party (Employee)
Name: Yang Chen                          Sex: M                        Date of Birth: July 24, 1971
Level of Education: MBA            Contacts:        13808972159
Place of Domicile: Mudanjiang City, Heilongjiang Province
Current address:    Qingdao, Shandong
I.D. Number:           231004197107240911
Other available certificate:           Certificate number:
Security Number:

According to “Law of the PRC on Employment Contracts” and other relational laws, rules and other regulations, on the basis of legality, equity and honesty, the both parties signed the contract under the equality, volunteering and unanimity through consultation, and obey the rules which are listed in the contract.

First: Labor Contract Terms

The both parties agreed the labor contract terms on the way of: A

A1The labor contract with valid date starts from July 1, 2007 until July 1, 2012 and the internship time starts from July 1, 2007 until October 1, 2007.

B. The labor contract without valid date starts from  ______________ until  ______________ and the internship time starts from ______________ until ______________.

C. The valid date of labor contract is based on the date that the main job _____________________________ is finished.

Second: Job Content and Work Place

I. According to the first party’s request and through consultation, the second party works as . The first party could change the second party’s position according to demand or check results of the second party’s performance under the basis of the laws or upon consultation with the second party, made in the principles of reasonableness and honesty.

II. The content and requirements of the job which the first party arranged the second party to do must obey the work condition which is provided by the nation or the rules which are required by the first party according to laws. The second party should fulfill the work obligation according to the job content and requirements which are arranged by the first party.

III. The place where the both parties perform the contract Qingdao City, Shandong Province

Third: Work Time and Vocation

I. The both parties agreed to perform A of the following items. The work time of second party should never be more than 40 hours every week, and it must be guaranteed by the first party that there is one day off at least for the second party.

A. The work time which is carried out by the first party is 8 hours everyday. The detail of the work time is arranged by the first party as follows: there should be five days for working one week and two days off.

B. The work time which is carried out by the first party is in turn. The second party is arranged to work for times _________________a week in turn. And the work time is _______________hours once.

II. The ________________position which is arranged by the first party to the second party should be approved to belong to irregular time job. Both parties should perform the rules of irregular time job by laws.

III. The ________________position which is arranged by the first party to the second party should be approved to belong to integrated time job. Both parties should perform the rules of integrated time job by laws.

IV. The first party should obey the legal work time strictly, control the overtime work, and ensure the second party`s rest and physical and mental health. If there is some essential overtime work which is arranged to the second party, the first party should come to an agreement with the labor union and the second party through consultation and impart some other holiday instead or pay for the overtime work.

V. The first party should be approved to arrange the paid vocation every year for the second party. And the detailed dates of vocation should be made by both parties through consultation.

Fourth: Work Salary

The first party pays for the second party once at least in currency format and should not cut down or delay the salary of the second party without reason. If the second party works as usual in the legal work time or in the work time that is promised in the legal labor contract, the salary which the first party pays the second party should not below the local standard.

I. The first party promises to pay at the 10^th day every month.

II. The salary of the second party in the internship time is RMB 6,400 every month.

III. The both parties come to agreement through consultation to perform A of the following items.

A. The salary of the second party should be ensured as the inside providing way of the salary which is established by the first party under the laws and regulations. On the basis of the second party’s position, the salary should be guaranteed as RMB 8,000 per month.

B. The first party carried out the inside assign method of basic salary and effective salary combined. The basic salary of the second party is ______________________, and it is changed according to the inside assign method. The effective salary is changed according to the work achievement, labor production and actual contribution.

C. The first party pays the second party on the basis of the number of product. The labor quantity which the first party demands the second party to finish ought to be how much more than 90% workers in the same position are able to finish in legal working time. If the second party has finished the quantity which is required by the first party in legal working time, according to the achievement of the second party, on the basis of the quantity and price which have been promised by the first party, the first party should pay the salary enough to the second party on time.

D. Other ways __________________________________________________________

IV. Considering the benefit of the company, the guidelines of the salary which is published by local government, the guidance of the salary or the regulations of the company salary contract, the first party ought to increase the salary of the second party yearly in reason.

V. The overtime work salary of the second party should not be lower than the salary standard which is written in the third section of this item.

VI. The second party should get salary legally in the holiday (e.g. : marriage holiday, funeral holiday, new year holiday and so on).

VII. The first party should pay or store up the housing fund under the relational regulations of nation or location.

Fifth: Social Security

I. The both parties should pay for the social security on time legally and the part which should be paid by the second party should be taken out from the salary of the second parties and handed in by the first party.

II. The first party should pay for social securities legally, and public the payment for the social securities to the workers and accept the intendance of workers.

III. If the second party gets hurt or occupational diseases, the first party should take charge to cure or supply the possibility help in time. And the first party should come up with the application of the work injury to labor security administrative department, make a identification of the work ability of the second party legally, and perform the essential obligations which the second party should enjoy the rights of the work injury security.

Sixth: Working Protection, Working Conditions and Job Injury Protection

I. If the position has the possibility to present the occupational diseases, the first party has the right to tell the second party and carry out the education of safety and health to the second party to avoid the injuries and death and reduce damage.

II. The first party must provide the second safe and healthy working condition and essential protective equipment. If there is the possibility to get in touch with the job diseases in the work of the second party, the first party should take the physical check-up regularly for the second party, and do it while the second party is about to leave the position.

III. If there is possibility to get job injury in the position of the second party, under the first party’s intendance, the second party should take the following protective actions: _______________________. The second party should obey the safety operation regulations strictly during working. The second party owns the right to refuse the deregulation direct or force to process dangerous work from the administrators of the first party.

IV. The first party should provide the protection to the second party under the national regulations of the special protection to the female and underage workers.

V. If the second party gets sicken or hurt which is independent of the work, the first party should perform as the national regulations about the medical period.

Seventh: Both Parties Make an Agreement Through Consultation About the Following Items: D and E

A. As the position of the second party concerns about something confidential of the first party’s business secret and intellectual property rights, the first party may consult with the second party legally about keeping the business secret and limit of competition in advance, and signs the agreement as the accessories of this contract.

B. If the first party pays for the training to the second party and requires the second party perform service period, the first party should ask for the second party`s attitude, and signs the agreement, public the rights and obligations of both parties. And the agreement is the accessories of this contract.

C. The first party agrees to transact the supplementary endowment insurance and supplementary hospitalization insurance for the second party. The detailed content is

______________________________________________________________________________

D. The first party should perform the relational regulations about the welfare legally, and agrees to supply the following welfare to the second party: Transportation, Communication, Seniority, Dinning; Bonus for Major Public Holidays

E. The other items that the both parties need to perform: The second party shall comply with the terms set forth in the Company Employee Handbook

Eighth: Labor Disputes Solutions

I. Where a labor dispute between the parties takes place during the performance of the contract, the both parties may seek for a settlement through consultation. If either party refuses or disagrees with the settlement through consultation, the party may apply to the labor dispute mediation committee for mediation. If the mediation fails, the party may apply to the labor arbitration committee for arbitration. And both parties may also directly apply to the labor dispute arbitration committee for arbitration. The party who apply for arbitration may come up with the written application to the labor dispute arbitration committee within legal time starting from the date of the occurrence of a labor dispute. If one of the parties is not satisfied with the adjudication of arbitration, the party may bring the case to a people's court within 15 days of the date of receiving the ruling of arbitration.

II. If the first party disobeys the laws and regulations of labor security, the second party has the right to complain to the labor security administrative department or other relational department.

Ninth: Other Items

I. The second party should inform the first party in time while the native place, current address and contacts of the second party has changed.

II. The items that are not written in this contract should be performed as the relational regulations of the state, provinces and cities. If there are no regulations, the both parties make the settlement through consultation.

III. The contract should not be altered

IV. If the contract is needed to be written in both English and Chinese and they are different, the Chinese one shall prevail.

V. This contract is executed in 2 original. Each of the party shall hold 1 copy.

VI. The accessories of this contract including: ____________________

The first party
Signature of legal representative:
/s/ Weiqing Zhang

Date: July 23, 2007

The second party
Signature of the second party
/s/ Yang Chen

Date: July 23, 2007

EX-10.30

Exhibit 10.30

(English Translation)

EMPLOYMENT AGREEMENT

The first Party (Employer)
The name of the company: Oumei Real Estate Development Co., Ltd.
Address: Floor 12A, Shandong Motorway Building, Laoshan District, Qingdao
Legal representative: Weiqing Zhang

The second Party (Employee)
Name: Zhongbo Zhou                                        Sex: M                                                  Date of Birth: April 28, 1975
Level of Education: Associate Degree            Contacts:                89283333
Place of Domicile: 214 Qingdao Road, Tonghe, Pingdu, Shandong Province
Current address:   Qingdao, Shandong
I.D. Number:          379014197504285612
Other available certificate:                                 Certificate number:
Security Number:

According to “Law of the PRC on Employment Contracts” and other relational laws, rules and other regulations, on the basis of legality, equity and honesty, the both parties signed the contract under the equality, volunteering and unanimity through consultation, and obey the rules which are listed in the contract.

First: Labor Contract Terms

The both parties agreed the labor contract terms on the way of: A

A1The labor contract with valid date starts from August 1, 2007 until August 1, 2012 and the internship time starts from August 1, 2007 until November 1, 2007.

B. The labor contract without valid date starts from ____________ until ____________ and the internship time starts from ____________ until ____________.

C. The valid date of labor contract is based on the date that the main job _________________________________ is finished.

Second: Job Content and Work Place

I. According to the first party’s request and through consultation, the second party works as Vice General Manager of Engineering. The first party could change the second party’s position according to demand or check results of the second party’s performance under the basis of the laws or upon consultation with the second party, made in the principles of reasonableness and honesty.

II. The content and requirements of the job which the first party arranged the second party to do must obey the work condition which is provided by the nation or the rules which are required by the first party according to laws. The second party should fulfill the work obligation according to the job content and requirements which are arranged by the first party.

III. The place where the both parties perform the contract Qingdao City, Shandong Province

Third: Work Time and Vocation

I. The both parties agreed to perform A of the following items. The work time of second party should never be more than 40 hours every week, and it must be guaranteed by the first party that there is one day off at least for the second party.

A. The work time which is carried out by the first party is 8 hours everyday. The detail of the work time is arranged by the first party as follows: there should be five days for working one week and two days off.

B. The work time which is carried out by the first party is in turn. The second party is arranged to work for times _________ a week in turn. And the work time is _________ hours once.

II. The ________________ position which is arranged by the first party to the second party should be approved to belong to irregular time job. Both parties should perform the rules of irregular time job by laws.

III. The _______________ position which is arranged by the first party to the second party should be approved to belong to integrated time job. Both parties should perform the rules of integrated time job by laws.

IV. The first party should obey the legal work time strictly, control the overtime work, and ensure the second party`s rest and physical and mental health. If there is some essential overtime work which is arranged to the second party, the first party should come to an agreement with the labor union and the second party through consultation and impart some other holiday instead or pay for the overtime work.

V. The first party should be approved to arrange the paid vocation every year for the second party. And the detailed dates of vocation should be made by both parties through consultation.

Fourth: Work Salary

The first party pays for the second party once at least in currency format and should not cut down or delay the salary of the second party without reason. If the second party works as usual in the legal work time or in the work time that is promised in the legal labor contract, the salary which the first party pays the second party should not below the local standard.

I. The first party promises to pay at the 10^th day every month.

II. The salary of the second party in the internship time is RMB 6,400 every month.

III. The both parties come to agreement through consultation to perform A of the following items.

A. The salary of the second party should be ensured as the inside providing way of the salary which is established by the first party under the laws and regulations. On the basis of the second party’s position, the salary should be guaranteed as RMB 8,000 per month.

B. The first party carried out the inside assign method of basic salary and effective salary combined. The basic salary of the second party is ________________, and it is changed according to the inside assign method. The effective salary is changed according to the work achievement, labor production and actual contribution.

C. The first party pays the second party on the basis of the number of product. The labor quantity which the first party demands the second party to finish ought to be how much more than 90% workers in the same position are able to finish in legal working time. If the second party has finished the quantity which is required by the first party in legal working time, according to the achievement of the second party, on the basis of the quantity and price which have been promised by the first party, the first party should pay the salary enough to the second party on time.

D. Other ways __________________________________________________________________________________

IV. Considering the benefit of the company, the guidelines of the salary which is published by local government, the guidance of the salary or the regulations of the company salary contract, the first party ought to increase the salary of the second party yearly in reason.

V. The overtime work salary of the second party should not be lower than the salary standard which is written in the third section of this item.

VI. The second party should get salary legally in the holiday (e.g.: marriage holiday, funeral holiday, new year holiday and so on).

VII. The first party should pay or store up the housing fund under the relational regulations of nation or location.

Fifth: Social Security

I. The both parties should pay for the social security on time legally and the part which should be paid by the second party should be taken out from the salary of the second parties and handed in by the first party.

II. The first party should pay for social securities legally, and public the payment for the social securities to the workers and accept the intendance of workers.

III. If the second party gets hurt or occupational diseases, the first party should take charge to cure or supply the possibility help in time. And the first party should come up with the application of the work injury to labor security administrative department, make a identification of the work ability of the second party legally, and perform the essential obligations which the second party should enjoy the rights of the work injury security.

Sixth: Working Protection, Working Conditions and Job Injury Protection

I. If the position has the possibility to present the occupational diseases, the first party has the right to tell the second party and carry out the education of safety and health to the second party to avoid the injuries and death and reduce damage.

II. The first party must provide the second safe and healthy working condition and essential protective equipment. If there is the possibility to get in touch with the job diseases in the work of the second party, the first party should take the physical check-up regularly for the second party, and do it while the second party is about to leave the position.

III. If there is possibility to get job injury in the position of the second party, under the first party’s intendance, the second party should take the following protective actions:________________. The second party should obey the safety operation regulations strictly during working. The second party owns the right to refuse the deregulation direct or force to process dangerous work from the administrators of the first party.

IV. The first party should provide the protection to the second party under the national regulations of the special protection to the female and underage workers.

V. If the second party gets sicken or hurt which is independent of the work, the first party should perform as the national regulations about the medical period.

Seventh: Both Parties Make an Agreement Through Consultation About the Following Items: D and E

A. As the position of the second party concerns about something confidential of the first party’s business secret and intellectual property rights, the first party may consult with the second party legally about keeping the business secret and limit of competition in advance, and signs the agreement as the accessories of this contract.

B. If the first party pays for the training to the second party and requires the second party perform service period, the first party should ask for the second party`s attitude, and signs the agreement, public the rights and obligations of both parties. And the agreement is the accessories of this contract.

C. The first party agrees to transact the supplementary endowment insurance and supplementary hospitalization insurance for the second party. The detailed content is

_________________________________________________________________________________

D. The first party should perform the relational regulations about the welfare legally, and agrees to supply the following welfare to the second party: Transportation, Communication, Seniority, Dinning; Bonus for Major Public Holidays

E. The other items that the both parties need to perform: The second party shall comply with the terms set forth in the Company Employee Handbook

Eighth: Labor Disputes Solutions

I. Where a labor dispute between the parties takes place during the performance of the contract, the both parties may seek for a settlement through consultation. If either party refuses or disagrees with the settlement through consultation, the party may apply to the labor dispute mediation committee for mediation. If the mediation fails, the party may apply to the labor arbitration committee for arbitration. And both parties may also directly apply to the labor dispute arbitration committee for arbitration. The party who apply for arbitration may come up with the written application to the labor dispute arbitration committee within legal time starting from the date of the occurrence of a labor dispute. If one of the parties is not satisfied with the adjudication of arbitration, the party may bring the case to a people's court within 15 days of the date of receiving the ruling of arbitration.

II. If the first party disobeys the laws and regulations of labor security, the second party has the right to complain to the labor security administrative department or other relational department.

Ninth: Other Items

I. The second party should inform the first party in time while the native place, current address and contacts of the second party has changed.

II. The items that are not written in this contract should be performed as the relational regulations of the state, provinces and cities. If there are no regulations, the both parties make the settlement through consultation.

III. The contract should not be altered

IV. If the contract is needed to be written in both English and Chinese and they are different, the Chinese one shall prevail.

V. This contract is executed in 2 original. Each of the party shall hold 1 copy.

VI. The accessories of this contract including: _________________________________

The first party
Signature of legal representative:
/s/ Weiqing Zhang

Date: August 25, 2007

The second party
Signature of the second party
/s/ Zhongbo Zhou

Date: August 25, 2007

EX-10.31

Exhibit 10.31

(English Translation)

EMPLOYMENT AGREEMENT

The first Party (Employer)
The name of the company: Oumei Real Estate Development Co., Ltd.
Address: Floor 12A, Shandong Motorway Building, Laoshan District, Qingdao
Legal representative: Weiqing Zhang

The second Party (Employee)
Name: Yalei Chen                                                        Sex: M                                                      Date of Birth: December 16, 1976
Level of Education: Associate Degree                    Contacts:           13335075082
Place of Domicile: 43 Yangzhou Road, Liguo, Pingdu, Shandong Province
Current address:       Qingdao, Shandong
I.D. Number:              370283197612164717
Other available certificate:                                          Certificate number:
Security Number:      07324581

According to “Law of the PRC on Employment Contracts” and other relational laws, rules and other regulations, on the basis of legality, equity and honesty, the both parties signed the contract under the equality, volunteering and unanimity through consultation, and obey the rules which are listed in the contract.

First: Labor Contract Terms

The both parties agreed the labor contract terms on the way of: A

A.The labor contract with valid date starts from August 1, 2007 until August 1, 2012 and the internship time starts from August 1, 2007 until November 1, 2007.

B. The labor contract without valid date starts from _____________ until _____________ and the internship time starts from _____________ until ____________.

C. The valid date of labor contract is based on the date that the main job ________________________ is finished.

Second: Job Content and Work Place

I. According to the first party’s request and through consultation, the second party works as Vice General Manager of Development Strategies. The first party could change the second party’s position according to demand or check results of the second party’s performance under the basis of the laws or upon consultation with the second party, made in the principles of reasonableness and honesty.

II. The content and requirements of the job which the first party arranged the second party to do must obey the work condition which is provided by the nation or the rules which are required by the first party according to laws. The second party should fulfill the work obligation according to the job content and requirements which are arranged by the first party.

III. The place where the both parties perform the contract Qingdao City, Shandong Province

Third: Work Time and Vocation

I. The both parties agreed to perform A of the following items. The work time of second party should never be more than 40 hours every week, and it must be guaranteed by the first party that there is one day off at least for the second party.

A. The work time which is carried out by the first party is 8 hours everyday. The detail of the work time is arranged by the first party as follows: there should be five days for working one week and two days off.

B. The work time which is carried out by the first party is in turn. The second party is arranged to work for times ____________ a week in turn. And the work time is _________ hours once.

II. The_______________ position which is arranged by the first party to the second party should be approved to belong to irregular time job. Both parties should perform the rules of irregular time job by laws.

III. The _________________ position which is arranged by the first party to the second party should be approved to belong to integrated time job. Both parties should perform the rules of integrated time job by laws.

IV. The first party should obey the legal work time strictly, control the overtime work, and ensure the second party`s rest and physical and mental health. If there is some essential overtime work which is arranged to the second party, the first party should come to an agreement with the labor union and the second party through consultation and impart some other holiday instead or pay for the overtime work.

V. The first party should be approved to arrange the paid vocation every year for the second party. And the detailed dates of vocation should be made by both parties through consultation.

Fourth: Work Salary

The first party pays for the second party once at least in currency format and should not cut down or delay the salary of the second party without reason. If the second party works as usual in the legal work time or in the work time that is promised in the legal labor contract, the salary which the first party pays the second party should not below the local standard.

I. The first party promises to pay at the 10^th day every month.

II. The salary of the second party in the internship time is RMB 6,400 every month.

III. The both parties come to agreement through consultation to perform A of the following items.

A. The salary of the second party should be ensured as the inside providing way of the salary which is established by the first party under the laws and regulations. On the basis of the second party’s position, the salary should be guaranteed as RMB 8,000 per month.

B. The first party carried out the inside assign method of basic salary and effective salary combined. The basic salary of the second party is ___________________, and it is changed according to the inside assign method. The effective salary is changed according to the work achievement, labor production and actual contribution.

C. The first party pays the second party on the basis of the number of product. The labor quantity which the first party demands the second party to finish ought to be how much more than 90% workers in the same position are able to finish in legal working time. If the second party has finished the quantity which is required by the first party in legal working time, according to the achievement of the second party, on the basis of the quantity and price which have been promised by the first party, the first party should pay the salary enough to the second party on time.

D. Other ways _________________________________________________________________________________

IV. Considering the benefit of the company, the guidelines of the salary which is published by local government, the guidance of the salary or the regulations of the company salary contract, the first party ought to increase the salary of the second party yearly in reason.

V. The overtime work salary of the second party should not be lower than the salary standard which is written in the third section of this item.

VI. The second party should get salary legally in the holiday (e.g.: marriage holiday, funeral holiday, new year holiday and so on).

VII. The first party should pay or store up the housing fund under the relational regulations of nation or location.

Fifth: Social Security

I. The both parties should pay for the social security on time legally and the part which should be paid by the second party should be taken out from the salary of the second parties and handed in by the first party.

II. The first party should pay for social securities legally, and public the payment for the social securities to the workers and accept the intendance of workers.

III. If the second party gets hurt or occupational diseases, the first party should take charge to cure or supply the possibility help in time. And the first party should come up with the application of the work injury to labor security administrative department, make a identification of the work ability of the second party legally, and perform the essential obligations which the second party should enjoy the rights of the work injury security.

Sixth: Working Protection, Working Conditions and Job Injury Protection

I. If the position has the possibility to present the occupational diseases, the first party has the right to tell the second party and carry out the education of safety and health to the second party to avoid the injuries and death and reduce damage.

II. The first party must provide the second safe and healthy working condition and essential protective equipment. If there is the possibility to get in touch with the job diseases in the work of the second party, the first party should take the physical check-up regularly for the second party, and do it while the second party is about to leave the position.

III. If there is possibility to get job injury in the position of the second party, under the first party’s intendance, the second party should take the following protective actions: __________________________ . The second party should obey the safety operation regulations strictly during working. The second party owns the right to refuse the deregulation direct or force to process dangerous work from the administrators of the first party.

IV. The first party should provide the protection to the second party under the national regulations of the special protection to the female and underage workers.

V. If the second party gets sicken or hurt which is independent of the work, the first party should perform as the national regulations about the medical period.

Seventh: Both Parties Make an Agreement Through Consultation About the Following Items: D and E

A. As the position of the second party concerns about something confidential of the first party’s business secret and intellectual property rights, the first party may consult with the second party legally about keeping the business secret and limit of competition in advance, and signs the agreement as the accessories of this contract.

B. If the first party pays for the training to the second party and requires the second party perform service period, the first party should ask for the second party`s attitude, and signs the agreement, public the rights and obligations of both parties. And the agreement is the accessories of this contract.

C. The first party agrees to transact the supplementary endowment insurance and supplementary hospitalization insurance for the second party. The detailed content is

____________________________________________________________________________

D. The first party should perform the relational regulations about the welfare legally, and agrees to supply the following welfare to the second party: Transportation, Communication, Seniority, Dinning; Bonus for Major Public Holidays

E. The other items that the both parties need to perform: The second party shall comply with the terms set forth in the Company Employee Handbook

Eighth: Labor Disputes Solutions

I. Where a labor dispute between the parties takes place during the performance of the contract, the both parties may seek for a settlement through consultation. If either party refuses or disagrees with the settlement through consultation, the party may apply to the labor dispute mediation committee for mediation. If the mediation fails, the party may apply to the labor arbitration committee for arbitration. And both parties may also directly apply to the labor dispute arbitration committee for arbitration. The party who apply for arbitration may come up with the written application to the labor dispute arbitration committee within legal time starting from the date of the occurrence of a labor dispute. If one of the parties is not satisfied with the adjudication of arbitration, the party may bring the case to a people's court within 15 days of the date of receiving the ruling of arbitration.

II. If the first party disobeys the laws and regulations of labor security, the second party has the right to complain to the labor security administrative department or other relational department.

Ninth: Other Items

I. The second party should inform the first party in time while the native place, current address and contacts of the second party has changed.

II. The items that are not written in this contract should be performed as the relational regulations of the state, provinces and cities. If there are no regulations, the both parties make the settlement through consultation.

III. The contract should not be altered

IV. If the contract is needed to be written in both English and Chinese and they are different, the Chinese one shall prevail.

V. This contract is executed in 2 original. Each of the party shall hold 1 copy.

VI. The accessories of this contract including: ______________________________

The first party
Signature of legal representative:
/s/ Weiqing Zhang

Date: August 20, 2007

The second party
Signature of the second party
/s/ Yalei Chen

Date: August 20, 2007

EX-21

Exhibit 21

LIST OF SUBSIDIARIES

	Jurisdiction of	%
Name of Subsidiary	Organization	Ownership
Leewell Investment Group Limited	Hong Kong	100%
Qingdao Oumei Real Estate Development Co., Ltd.	People’s Republic of China	100%
Qingdao Xudong Real Estate Development Co., Ltd.	People’s Republic of China	100%
Weihai Mingwei Industry Co., Ltd.	People’s Republic of China	100%
Weihai Economic & Technology Development Zone Longhai Properties Co., Ltd.	People’s Republic of China	100%
Weifang Longhai Industry Co., Ltd.	People’s Republic of China	100%
Weifang Longhai Zhiye Co., Ltd.	People’s Republic of China	100%
Weifang Qilu Guotai Properties Co., Ltd.	People’s Republic of China	100%
Longhai Hotel Co., Ltd.	People’s Republic of China	100%
Longhai Real Estate Properties Co., Ltd.	People’s Republic of China	100%
Caoxian Industrial Properties Co., Ltd.	People’s Republic of China	100%