8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported) February 9, 2010 (February 5, 2010)

RODOBO INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-50340	75-2980786
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

380 Changjiang Road, Nangang District, Harbin, PRC	150001
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  011-86-451-82260522

Not Applicable

(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 to the registrant under any of the following provisions:

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

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

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

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

Item 1.01 Entry into a Material Definitive Agreement.

On February 5, 2010, Rodobo International, Inc. (the “Company”) completed its acquisition of three dairy companies in the People’s Republic of China (the “Acquisitions”), through the mergers of Ewenkeqi Beixue Diary Co., Ltd ( “Ewenkeqi Beixue” ), Hulunbeier Beixue Diary Co., Ltd (“Hulunbeier Beixue”), and Hulunbeier Hailaer Beixue Diary Factory (“Hulunbeier Hailaer Beixue”, and together with Ewenkeqi Beixue and Hulunbeier Beixue, are hereinafter collectively referred to as “Beixue Group”) with and into the Company’s wholly owned subsidiary Harbin Tengshun Technical Development Co., Ltd.  (“Tengshun Tech”).

Beixue Group is engaged in the production, manufacturing and distribution of whole milk powder and formula milk powder and is one of the largest companies in term of production capacity of formula milk powder based in Inner Mongolia Province. All the employees of Beixue Group will continue their employment with the Company after the acquisitions.

Pursuant to the Equity Transfer Agreements entered into on February 5, 2010 by and between Tengshun Tech and each of Ewenkeqi Beixue, Hulunbeier Beixue and Hulunbeier Hailaer Beixue, the Company paid 500,000 Chinese Renminbi (approximately $73,236) in cash and issued 800,000 shares of the Company’s common stock , par value $.0001 per share (the “Common Stock”) in exchange for 100% of the equity interest in Ewenkeqi Beixue; 1,000,000 Chinese Renminbi (approximately $146,473) in cash and 1,000,000 shares of Common Stock in exchange for 100% of the equity interest in Hulunbeier Beixue; and 600,000 Renminbi (approximately $87,884) in cash, 8,800,000 shares of Common Stock and 2,000,000 shares of Series A Preferred Stock in exchange for 100% of the equity interest in Hulunbeier Hailaer Beixue. The prevailing exchange rate used to translate the Chinese Renminbi to U.S dollars on February 5, 2010 was1USD = 6.8272 Renminbi.

 The Equity Transfer Agreements also provided that the 10,600,000 shares of Common Stock and 2,000,000 shares of Series A Preferred Stock shall be issued to the designee(s) of the former shareholders of Ewenkeqi Beixue, Hulunbeier Beixue and Hulunbeier Hailaer Beixue.

Mr. Yanbin Wang, who owned 51% of the equity interest in Hulunbeier Beixue and Ewenkeqi Beixue prior to the Acquisitions, is also the Company’s Chairman, Chief Executive Officer and a major stockholder. An unaffiliated third-party owned 49% of the equity interest in Hulunbeier Beixue and Ewenkeqi Beixue and 100% of the equity interest in Hulunbeier Hailaer Beixue prior to the Acquisitions.

Due to the related-party aspects of this transaction, the Equity Transfer Agreements and the Securities Purchase Agreements (described below) and the transactions contemplated thereby were approved by a committee which consists of all of the Company’s disinterested members of the board of directors (the “Special Committee”). The Special Committee received and reviewed financial analysis and valuation reports presented to the Special Committee by Beijing Haohai Tongfang Assets Appraisal Co., Ltd, dated as of February 4, 2010 and Greater China Appraisal Limited, dated as of February 4, 2010. Based on the Special Committee’s review, it determined that the Equity Transfer Agreements and the transactions contemplated thereby, including the Acquisitions, were advisable and fair to, and in the best interests of, the Company and the Company’s stockholders.

In connection with the Acquisitions, on February 5, 2010, the Company entered into Securities Purchase Agreements with three British Virgin Islands companies: August Glory Limited, Fame Ever Limited, and Fortune Fame International Limited, which, as designees of the former shareholders of Ewenkeqi Beixue, Hulunbeier Beixue and Hulunbeier Hailaer Beixue, would be issued 1,250,000 shares of Common Stock, 3,050,000 shares of Common Stock, and 6,300,000 shares of Common Stock and 2,000,000 shares of Series A Preferred Stock, respectively, as consideration for the Acquisitions.

In addition, on February 5, 2010, the sole shareholder of both Fortune Fame International Limited and Fame Ever Limited (the “Sole Shareholder”) entered into an Incentive Option Agreement with each of Mr. Yanbin Wang and Mr. Honghai Zhang in order to comply with certain laws of the People’s Republic of China concerning acquisitions of equity interest in Chinese domestic companies by foreign entities.  Under the Incentive Option Agreement between the Sole Shareholder and Mr. Yanbin Wang, the Sole Shareholder shall transfer up to 100% shares of Fortune Fame International Limited within the next 3 years to Mr. Yanbin Wang for nominal consideration, which would give Mr. Yanbin Wang indirect ownership of a significant percentage of the Common Stock and 100% of the Series A Preferred Stock. Under the Incentive Option Agreement between the Sole Shareholder and Mr. Honghai Zhang, the Sole Shareholder shall transfer up to 100% shares of Fame Ever Limited within the next 3 years to Mr. Honghai Zhang for nominal consideration, which would give Mr. Honghai Zhang indirect ownership of a significant percentage of the Common Stock.  The Incentive Option Agreements also provide that the Sole Shareholder shall not dispose any of the shares of Fortune Fame International Limited and Fame Ever Limited without Mr. Yanbin Wang or Mr. Honghai Zhang’s prior written consents.

The description of the terms and conditions of the Equity Transfer Agreements, the Securities Purchase Agreements and Incentive Option Agreements set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of Equity Transfer Agreements, the Securities Purchase Agreements and Incentive Option Agreements attached as exhibits to this Current Report on Form 8-K and incorporated herein by this reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information included in Item 1.01 of this Current Report on Form 8-K regarding the Acquisitions is incorporated by reference into this Item 2.01.

Item 3.02 Unregistered Sales of Equity Securities.

The information included in Item 1.01 of this Current Report on Form 8-K relating to the issuance of the Company’s Common Stock and Series A Preferred Stock in connection with the Acquisitions is incorporated by reference into this Item 3.02.

The shares issued in connection with Acquisitions pursuant to the terms of the Securities Purchase Agreements, were issued pursuant to exemptions from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 of Regulation D thereunder.

Item 3.03 Material Modification to Rights of Security Holders.

In connection with the Acquisitions, on February 5, 2010, the Company filed with the Secretary of State of the State of Nevada the Certificate of Designations, Preferences and Rights of Series A Preferred Stock (“Series A Certificate”) providing for the designations, preferences and relative, participating, optional or other rights, and the qualifications, limitations or restrictions thereof, of 2,000,000 shares of Series A Preferred Stock of the Company.

The Series A Preferred Stock has no conversion right, preemptive right, dividend right, or liquidation preference, and is not subject to redemption by the Company. As long as any share of the Series A Preferred Stock remain outstanding, the Company shall not, without the affirmative vote or consent of the holders of a majority of the shares of the Series A Preferred Stock outstanding at that time, authorize, create, issue or increase the authorized or issued amount of any class or series of preferred stock of the Company, including any other security convertible into or exercisable for any other equity security, which class or series, in any such case, ranks pari passu or senior to the Series A Preferred Stock, with respect to the voting rights; amend, alter or repeal the provisions of the Series A Preferred Stock, whether by merger, consolidation or otherwise amend the Articles of Incorporation, By-Laws of the Company or the Series A Certificate, so as to adversely affect the voting power of the Series A Preferred Stock, or issue additional shares of Series A Preferred Stock; purchase or otherwise acquire any share or shares of Preferred Stock or Common Stock (or pay into or set aside for a sinking fund for such purpose); provided, however, that this restriction shall not apply to the repurchase of shares of Common Stock from employees, officers, directors, consultants or other persons performing services for this Company or any subsidiary pursuant to agreements under which this Company has the option to repurchase such shares at cost or at cost upon the occurrence of certain events, such as the termination of employment; or reclassify the Company’s outstanding securities.

Other than the matters set forth above, each issued and outstanding share of Series A Preferred Stock shall have six votes on all matters submitted to the stockholders of the Company and the holders of Series A Preferred Stock shall vote together with the holders of the Common Stock as one class.

The foregoing discussion provides only a brief description of Series A Certificate. The discussion is qualified in its entirety by the full text of the Series A Certificate, which is attached to this Current Report on Form 8-K as Exhibit 3.1.

Item 9.01 Financial Statements and Exhibits

(a)   Financial statements of the business acquired.

Financial statements for Hulunbeier Beixue, Ewenkeqi Beixue and Hulunbeier Hailaer Beixue will be filed by amendment to this Current Report on Form 8-K as soon as practicable, but in no event later than April 21, 2010.

(b)   Pro Forma Financial Information.

Pro forma financial information reflecting the effect of the Acquisitions will be filed by amendment to this Current Report on Form 8-K, but in no event later than April 21, 2010.

.

(c)   Exhibits.

Exhibit No.	Description
3.1	Certificate of Designations, Preferences and Rights of Series A Preferred Stock*
10.1	Equity Transfer Agreement by and between Harbin Tengshun Technical Development Co., Ltd. and Hulunbeier Beixue Dairy Co., Ltd. on February 5, 2010 (unofficial English Translation)*
10.2	Equity Transfer Agreement by and between Harbin Tengshun Technical Development Co., Ltd. and Hulunbeier City Hailaer District Beixue Dairy Factory on February 5, 2010(unofficial English Translation)*
10.3	Equity Transfer Agreement by and between Harbin Tengshun Technical Development Co., Ltd. and Ewenkeqi Beixue Dairy Co., Ltd. on February 5, 2010(unofficial English Translation)*
10.4	Securities Purchase Agreement by and between Rodobo International, Inc and Fame Ever Limited on February 5, 2010*
10.5	Securities Purchase Agreement by and between Rodobo International, Inc and Fortune Fame International Limited on February 5, 2010*
10.6	Securities Purchase Agreement by and between Rodobo International, Inc and August Glory Limited and on February 5, 2010*
10.7	Option Agreement by and between Wei Qin and Honghai Zhang on February 5, 2010*
10.8	Option Agreement by and between Wei Qin and Yanbin Wang on February 5, 2010*
99.1	Press Release dated February 8, 2010*

*           Filed herewith

SIGNATURES

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

	RODOBO INTERNATIONAL, INC.
Dated: February 9, 2010	By:	/s/ Yanbin Wang
		Name: Yanbin Wang Title:  Chairman and Chief Executive Officer

EX-3.1

Exhibit 3.1

Filed in the office of  /s/ Ross Miller  Ross Miller  Secretary of State  State of Neveda	Document Number  20100075627-70
	Filing Date and Time  02/05/2010 11:00 AM
	Entity Number  C2229-2002

ROSS MILLER

 Secretary of State

206 North Carson Street

Carson City, Nevada 89701-4299

(775) 684 5708

Website:  secretaryofstate.biz

Certificate of Designation

(PURSUANT TO NRS 78-1955)

USE BLACK INK ONLY-DO NOT HIGHLIGHT 

  ABOVE SPACE FOR OFFICE USE ONLY

Certificate of Designation for

Nevada Profit Corporations

(Pursuant to NRS 788)

1.     Name of corporation:

Rodobo International, Inc.

2.     By resolution of the board of directors pursuant to a provision in the articles of incorporation this certificate establishes the following regarding the voting powers, designations, preferences, limitations, restrictions and relative rights of the following class or series of stock.

It is in the best interest of the Corporation to create a Class of Preferred Stock known as the Series A Preferred Stock with such rights, designations, and preferences as set forth in the form attached titled CERTIFICATE OF DESIGNATIONS PREFERENCES AND RIGHTS OF SERIES A PREFERRED STOCK OF RODOBO INTERNATIONAL, INC.

3.    Effective date of filing:  (optional)

(must not be later than 90 days after the certificate is filed)

4.    Signature: (required)

X /s/ Yanbin Wang

Signature of Officer

Filing Fee:  $175.00

Important:  Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.

CERTIFICATE OF DESIGNATIONS, PREFERENCES

AND RIGHTS OF SERIES A PREFERRED STOCK

Of

RODOBO INTERNATIONAL, INC.

Pursuant to Section 78.1955 of the

Nevada Revised Statutes

Rodobo International, Inc., a corporation organized and existing under the Nevada Revised Statutes of the State of Nevada (the “Company”), DO HEREBY CERTIFY:

Pursuant to authority expressly granted and vested in the Board of Directors of the Company by the provisions of the Company’s Articles of Incorporation, as amended, the Board of Directors adopted the following resolution on February 5, 2010 (i) designating a series of the Company’s previously authorized preferred stock, par value $.0001 per share (the “Preferred Stock”), and (ii) providing for the designations, preferences and relative, participating, optional or other rights, and the qualifications, limitations or restrictions thereof, of 2,000,000 shares of Series A Preferred Stock of the Company, as follows:

RESOLVED, that pursuant to the authority vested in the Board of Directors of the Company by the provisions of the Company’s Articles of Incorporation, as amended, a series of Preferred Stock of the Company be, and it hereby is, created out of the 30,000,000 authorized but unissued shares of Preferred Stock of the Company and such series to be designated series A preferred stock (the “Series A Preferred Stock”), to consist of 2,000,000 shares, par value $.0001 per share, which shall have the following preferences, powers, designations and other special rights:

1.   Voting.  

(a)   General Voting Rights. The holders of Series A Preferred Stock shall vote together with the holders of the common stock, $.0001 par value, of the Company (“Common Stock”) as one class except those set forth below in Section 1 (b), as to which the Series A Preferred Stock will be entitled to vote separately as a class. Each issued and outstanding share of Series A Preferred Stock shall have 6 votes on all matters submitted to the stockholders of the Company. In any vote or action of the holders of the Series A Preferred Stock voting together as a separate class required by law or as set forth below in Section 1 (b), each share of issued and outstanding Series A Preferred Stock shall entitle the holder thereof to one vote.

(b)   Class Voting Rights. The Series A Preferred Stock shall have the following class voting rights (in addition to the voting rights set forth in Section 1(a) hereof). So long as any share of the Series A Preferred Stock remain outstanding, the Company shall not, without the affirmative vote or consent of the holders of a majority of the shares of the Series A Preferred Stock outstanding at the time (the “Majority Holders”), given in person or by proxy, either in writing or at a meeting in which the holders of the Series A Preferred Stock vote separately as a class:

(i)   authorize, create, issue or increase the authorized or issued amount of any class or series of Preferred Stock, including any other security convertible into or exercisable for any other equity security, which class or series, in any such case, ranks pari passu or senior to the Series A Preferred Stock, with respect to the voting rights;

(ii)   amend, alter or repeal the provisions of the Series A Preferred Stock, whether by merger, consolidation or otherwise amend the Articles of Incorporation, By-Laws of the Company or this Certificate of Designations, Preferences, and Rights of Series A Preferred Stock (the “Certificate of Designations”), so as to adversely affect the voting power of the Series A Preferred Stock, or issue additional shares of Series A Preferred Stock;

(iii)   purchase or otherwise acquire any share or shares of Preferred Stock or Common Stock (or pay into or set aside for a sinking fund for such purpose); provided, however, that this restriction shall not apply to the repurchase of shares of Common Stock from employees, officers, directors, consultants or other persons performing services for this Company or any subsidiary pursuant to agreements under which this Company has the option to repurchase such shares at cost or at cost upon the occurrence of certain events, such as the termination of employment; or

(iv)   reclassify the Company’s outstanding securities.

2.   Dividends. The Series A Preferred Stock shall not accrue, earn, or participate in any dividends.

3.   Liquidation Preference. The Series A Preferred Stock shall not have a liquidation preference.

4.   No Redemption. The Series A Preferred Stock shall not be subject to redemption by the Company.

5.   Conversion. The Series A Preferred Stock shall not have any conversion rights.

6.   No Preemptive Rights. No holder of the Series A Preferred Stock shall be entitled to rights to subscribe for, purchase or receive any part of any new or additional shares of any class, whether now or hereinafter authorized, or of bonds or debentures, or other evidences of indebtedness convertible into or exchangeable for shares of any class.

7.   No Reissuance of Series A Preferred Stock. No share or shares of Series A Preferred Stock acquired by the Company by reason of purchase or otherwise shall be reissued, and all such shares of Series A Preferred Stock shall be cancelled, retired and eliminated from the shares of Series A Preferred Stock, as applicable, which the Company shall be authorized to issue. Any such shares of Series A Preferred Stock acquired by the Company shall have the status of authorized and unissued shares of Preferred Stock issuable and may be redesignated and reissued in any series other than as Series A Preferred Stock.

8.   Record Owner. The Company may deem the person in whose name shares of Series A Preferred Stock shall be registered upon the registry books of the Company to be, and may treat him as, the absolute owner of the Series A Preferred Stock for the purposes of conversion and for all other purposes, and the Company shall not be affected by any notice to the contrary.

9.   Register.  The Company shall maintain a transfer agent, which may be the transfer agent for the Common Stock or the Company itself, for the registration of the Series A Preferred Stock.  Upon any transfer of shares of Series A Preferred Stock in accordance with the provisions hereof, the Company shall register or cause the transfer agent to register such transfer on the stock register.

IN WITNESS WHEREOF, the Company has caused this Certificate of Designations to be duly executed by its Chief Executive Officer this 5th day of February 2010.

By:	/s/ Yanbin Wang
	Name:  Yanbin Wang
	Title:  Chief Executive Officer

By:	/s/ Xiuzhen Qiao
	Name:  Xiuzhen Qiao
	Title:  Chief Financial Officer

EX-10.1

Exhibit 10.1

Unofficial English Translation

Hulunbeier Beixue Dairy Co., Ltd.

(Transferor)

AND

Harbin Tengshun Technical Development Co., Ltd.

(Transferee)

_______________________________________________________

EQUITY TRANSFER AGREEMENT

___________________________________________________

 DATED February 5, 2010

THIS EQUITY TRANSFER AGREEMENT (this “Agreement”) is made on February 5, 2010,

BETWEEN

(1)   Shareholders of Hulunbeier Beixue Dairy Co., Ltd.

WANG Yanbin is a Chinese resident. ID No. 232126197206290839.

Address: 380 Changjiang Road, Nangang District, Haerbin City, China.

ZHANG Honghai is a Chinese resident. ID No. 152101197903162413.

Address: 1 Village 48, Xieertala Central Street, Hailaer District, Hulunbeier City, Inner Mongolia Autonomous Region, China.

(Hereinafter collectively called “Transferors”)

(2) Haerbin Tengshun Technical Development Ltd., Co is a company incorporated in and under the PRC laws and having its registered office at Rm. 3, 16F, Hongyang Building, No. 380 Changjiang Road, Nangang Jizhong District, Haerbin Development Zone, China (Hereinafter called “Transferee”).

RECITALS

WHEREAS

1.   Hulunbeier Beixue Dairy Co., Ltd. (hereinafter called “Beixue Dairy”) is a limited liability company duly established by the Transferors. Beixue Dairy was established on March 28, 2007. Its Business License Number is 152128000000442. Its registered address is Nihe Town, Ewenkeqi, China. Its registered capital is RMB1, 000,000.

2.   The Transferors are the shareholders of Beixue Dairy and own 100% equities in Beixue Dairy, among which WANG Yanbin and Zhang Honghai hold 51% equities and 49% equities respectively (hereinafter called “Transfer Share”) .

3.   The Transferors desire to transfer the Transfer Share to the Transferee on the terms and conditions set out in this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth herein, the Parties do hereby agree as follows:

Article 1 Share Transfer

1.1   Subject to the terms and conditions herein, the Transferors shall transfer its 100% equities in Beixue Dairy to the Transferee and the Transferee agrees to such transfer.

1.2   When transferring, all the rights, interest, certificates and proceeds arising from or in connection with Transfer Share shall be transferred to the Transferee concurrently.

Article 2 Transfer Price and Payment

2.1   Transfer Price: as one part of consideration for the Transfer Share hereunder, Transferee agrees to pay RMB 1,000,000 to Transferor.

2.2   As other part of consideration, Transferee agrees to transfer 1,000,000 shares of Common Stock in the parent company of Transferee to the parties designated by Transferor.

Article 3 Closing

3.1   The consummation of Share Transfer hereunder (hereinafter called “Closing”) shall be subject to the following requirements:

（1） The executive director of Beixue Dairy has adopted the resolution, approving Share Transfer hereunder and the amendment to the Articles of Association;

（2） Beixue Dairy has completed the registration procedures for modification with respect to the Share Transfer hereunder and has obtained the new Business License.

3.2   At the closing, the Transferors shall deliver to the Transferee (1) the resolutions on the approval of the Share Transfer hereunder and the amendment to the Articles of Association made by the executive director of Beixue Dairy; (2) The Articles of Association after the amendment; (3) New Business License of Beixue Dairy.

3.3   After the Transferors deliver to the Transferee all the documents stipulated in Article 3 and the payment has been made, the Closing shall be deemed as consummation.

Article 4 Representations and Warranties of Transferors

4.1   Beixue Dairy is a company duly established according to the PRC laws and regulations and has obtained all the necessary approvals for the establishment.

4.2   The execution of this Agreement and the exercises of the rights and the performance of the obligations hereunder by the Transferors in accordance with the provisions of this Agreement does not and will not contravene:

1.   Any laws, rules and regulations applicable to or imposed upon the Transferors;

2.   Any document or contract to which the Transferors was a Party, or having binding effect on the Transferors or any of its assets;

3.   Any documents having legally binding effect on the Transferor which contains any undertakings with a binding effect on the Transferors, nor prejudice any lawful rights of any other third parties.

4.3   All the documents and materials provided by the Transferors shall be true, correct and complete. The Transferors shall be liable for all the legal liabilities arising from concealing and falsehood;

4.4   After the execution of this Agreement, the Transferors will, according to this Agreement, procure Beixue Dairy to amend its Articles of Association pursuant to its provisions stipulated in the Articles of Association.

4.5   After the execution of this Agreement, the Transferors will, according to this Agreement, procure Beixue Dairy to adopt the resolution on the approval of the Share Transfer herein.

Article 5 Representations and Warranties of the Transferee

5.1   The Transferee is a company duly established and validly existing under the PRC laws and regulations.

5.2   All consents, approvals and authorizations necessary for the execution of this Agreement have been duly and lawfully obtained. The performance and execution of this Agreement hereunder by the Transferees in accordance with the provisions of this Agreement does not and will not contravene any documents or contracts binding on the Transferee.

5.3   The Transferee will make the full payment hereunder on time according to the terms and conditions hereunder.

Article 6 Tax and Expenses

Each party shall be liable for its own expenses and costs arsing from or in connection with the Share Transfer hereunder, including but not limited to tax, legal, financial and auditing fees.

Article 7 Exhibit

All the exhibits hereto shall be an integrate part of this Agreement.

Article 8 Governing Law and Settlement of Disputes

8.1 This Agreement shall be governed by the laws of People’ Republic of China.

8.2 In the event of and dispute with respect to the construction and performance of this Agreement, the parties shall first negotiate to resolve the dispute. In the event the Parties fail to reach an agreement, the parties may submit the dispute to a competent People’ Court.

Article 9 Breach of Agreement

Any failure of the performance of all or any parts of this Agreement by any Party hereto, any false and omission of representations and warranties made by any Party hereto or any breach of representations and warranties hereunder shall constitute the breach of this Agreement. The defaulting party shall be liable for all the damages suffered by the non-defaulting party.

Article 10 Effectiveness

This Agreement is executed on the date blow and shall take effect as of such date.

Article 11 Amendments

11.1   The parties hereto may reach the supplement contracts upon the negotiation. The supplement contract shall have the same legal effect as this Agreement and shall be an integrate part of this Agreement.

11.2   No amendment of this Agreement shall occur unless the parties hereto agree to do so and the amendment shall be made in writing.

Article 12 Miscellaneous

The invalidity, illegality and unenforceability of any provision of this Agreement shall not affect the validity, legality or enforceability of any other provisions of this Agreement.

（The remainder of this page intentionally left blank）

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first above written.

Transferors：

/s/ WANG Yanbin

Signature（Seal）:

WANG Yanbin

/s/ ZHANG Honghai

Signature（Seal）

ZHANG Honghai

Transferee：

/s/ Harbin Tengshun Technical Development Co., Ltd.

（Seal）

Harbin Tengshun Technical Development Co., Ltd.

Legal Representative: WANG, Yanbin

EX-10.2

Exhibit 10.2

Unofficial English Translation

Hulunbeier Hailaer Beixue Diary Factory

(Party A)

AND

Harbin Tengshun Technical Development Co., Ltd.

(Party B)

_______________________________________________________

EQUITY TRANSFER AGREEMENT

___________________________________________________

 DATED February 5, 2010

THIS EQUITY TRANSFER AGREEMENT (this “Agreement”) is made on the February 5, 2010

BETWEEN

(1) Holder of Hulunbeier Hailaer Beixue Diary Factory

ZHANG, Honghai is a Chinese resident. ID No. 152101197903162413.

Address: No. 1, Village 48, Xieerta Central Street, Hailaer District, Hulunbeier City, Inner Mongolia Autonomous Region, China. (Hereinafter called “Party A”)

(2) Harbin Tengshun Technical Development Co., Ltd. is a company incorporated in and under the PRC laws and having its registered office at Rm. 3, 16F, Hongyang Building, No. 380 Changjiang Road, Nangang Jizhong District, Harbin Development Zone, China (hereinafter called “Party B”).

RECITALS

WHEREAS

1.   Hulunbeier Hailaer Beixue Diary Factory (hereinafter called “Beixue Dairy”) is a sole proprietorship enterprise duly established by the Party A.

2.   The Party A is the investor of Beixue Dairy and owns all the Interests and Assets in Beixue Dairy (hereinafter called “Transfer Interests”).

3.   The Party A desires to transfer the Transfer Interests to the Party B on the terms and conditions set out in this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth herein, the Parties do hereby agree as follows:

Article 1 Interests Transfer

1.1   Subject to the terms and conditions herein, the Party A shall transfer all his Interests and Assets in Beixue Dairy to the Party B and the Party B agrees to such transfer.

1.2   Upon transferring, all the rights, interest, certificates and proceeds arising from or in connection with Transfer Interests shall be transferred to the Party B concurrently.

Article 2 Transfer Price and Payment

2.1   Transfer Price: as one part of consideration for the Transfer Interests hereunder, Party B agrees to pay RMB 600,000 to Party A.

2.2   As other part of consideration, Party B agrees to transfer 8,800,000 shares of Common Stock and 2,000,000 shares of Preferred Stock in the parent company of party B to the parties designated by Party A.

Article 3 Closing

3.1   The closing of the transfer of Transfer Interests (“Interests Transfer”) hereunder (hereinafter called “Closing”) shall be subject to the approval of Beixue Dairy.

3.2   At the closing, the Party A shall deliver to the Party B the resolution on the approval of the Interests Transfer hereunder.

3.3   After the Party A delivers to the Party B all the documents stipulated in Article 3 and the payment has been made, the Closing shall be deemed as consummation.

Article 4 Representations and Warranties of Party A

4.1   Beixue Dairy is an entity duly established according to the PRC laws and regulations and has obtained all the necessary approvals for its establishment.

4.2   The execution of this Agreement and the exercises of the rights and the performance of the obligations hereunder by the Party A in accordance with the provisions of this Agreement does not and will not contravene:

1.   Any laws, rules and regulations applicable to or imposed upon the Party A;

2.   Any document or contract to which the Party A was a Party, or having binding effect on the Party A or any of its assets;

3.   Any documents having legally binding effect on the Party A which contains any undertakings with a binding effect on the Party A, nor prejudice any lawful rights of any other third parties.

4.3   The execution and performance of this Agreement will not violate or contravene any contract or legal documents which Party A is legally bound.

4.4   All the documents and materials provided by the Party A shall be true, correct and complete. The Party A shall assume the legal liabilities arising from concealing and falsehood;

Article 5 Representations and Warranties of the Party B

5.1   The Party B is a company duly established and validly existing under the PRC laws and regulations.

5.2   All consents, approvals and authorizations necessary for the execution of this Agreement have been duly and lawfully obtained. The performance and execution of this Agreement hereunder by the Party B in accordance with the provisions of this Agreement does not and will not contravene any documents or contracts binding on the Party B.

5.3   The Party B will make the full payment hereunder on time according to the terms and conditions hereunder.

Article 6 Tax and Expenses

Each party shall be liable for its own expenses and costs arsing from or in connection with the Share Transfer hereunder, including but not limited to tax, legal, financial and auditing fees.

Article 7 Exhibit

All the exhibits hereto shall be an integrate part of this Agreement.

Article 8 Governing Law and Settlement of Disputes

8.1 This Agreement shall be governed by the laws of People’ Republic of China.

8.2 In the event of and dispute with respect to the construction and performance of this Agreement, the parties shall firstly negotiate to resolve the dispute. In the event the Parties fail to reach the agreement, the parties may submit the dispute to a competent People’ Court.

Article 9 Breach of Agreement

Any failure of the performance of all or any parts of this Agreement by any Party hereto, any false and omission of representations and warranties made by any Party hereto or any breach of representations and warranties hereunder shall constitute the breach of this Agreement. The defaulting party shall be liable for all the damages suffered by the non-defaulting party.

Article 10 Effectiveness

This Agreement is executed on the date below and shall take effect as of such date.

Article 11 Amendments

11.1   The parties hereto may reach the supplement contracts upon the negotiation. The supplement contract shall have the same legal effect as this Agreement and shall be an integrate part of this Agreement.

11.2   No amendment of this Agreement shall be made unless the parties hereto agree to do so and the amendment shall be made in writing.

Article 12 Miscellaneous

Should any provision or any part of any provision contained in this Agreement be declared illegal, invalid or unenforceable for any reason whatsoever, all other provision or parts of provision contained in this Agreement shall remain in full force and effect.

（The remainder of this page intentionally left blank）

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first above written.

Party A：

/s/ ZHANG Honghai

Signature（Seal）

ZHANG Honghai

Party B：

(Seal）/s/ Harbin Tengshun Technical Development Ltd., Co

Harbin Tengshun Technical Development Ltd., Co

Representative: WANG, Yanbin

EX-10.3

Exhibit 10.3

Unofficial English Translation

Ewenkeqi Beixue Dairy Co., Ltd.

(Transferor)

AND

Harbin Tengshun Technical Development Co., Ltd.

(Transferee)

_______________________________________________________

EQUITY TRANSFER AGREEMENT

___________________________________________________

 DATED February 5, 2010

THIS EQUITY TRANSFER AGREEMENT (this “Agreement”) is made on the    February 5, 2010,

BETWEEN

(1)   Shareholders of Ewenkeqi Beixue Dairy Co., Ltd.

WANG Yanbin is a Chinese resident. ID No. 232126197206290839.

Address: 380 Changjiang Road, Nangang District, Harbin City, China.

ZHANG Honghai is a Chinese resident. ID No. 152101197903162413.

Address: 1 Village 48, Xieertala Central Street, Hailaer District, Hulunbeier City, Inner Mongolia Autonomous Region, China.

(Hereinafter collectively called “Transferors”)

(2) Harbin Tengshun Technical Development Co., Ltd is a company incorporated in and under the PRC laws and having its registered office at Rm. 3, 16F, Hongyang Building, No. 380 Changjiang Road, Nangang Jizhong District, Harbin Development Zone, China (Hereinafter called “Transferee”).

RECITALS

WHEREAS

1.   Ewenkeqi Beixue Dairy Co., Ltd. (hereinafter called “Ewenkeqi Beixue Dairy”) is a limited liability company duly established by the Transferors. Ewenkeqi Beixue Dairy was established on August 2, 2005. Its Business License Number is 152128000004681. Its registered address is Sumuwulanbaoligegazha, Hui River, Ewenkeqi, China. Its registered capital is RMB 500,000.

2.   The Transferors are the shareholders of Ewenkeqi Beixue Dairy and own 100% equities in Ewenkeqi Beixue Dairy, among which WANG Yanbin and Zhang Honghai hold 51% equities and 49% equities respectively (hereinafter called “Transfer Share”).

3.   The Transferors desire to transfer the Transfer Share to the Transferee on the terms and conditions set out in this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth herein, the Parties do hereby agree as follows:

Article 1 Share Transfer

1.1   Subject to the terms and conditions herein, the Transferors shall transfer its 100% equities in Ewenkeqi Beixue Dairy to the Transferee and the Transferee agrees to such transfer.

1.2   When transferring, all the rights, interest, certificates and proceeds arising from or in connection with Transfer Share shall be transferred to the Transferee concurrently.

Article 2 Transfer Price and Payment

2.1   Transfer Price: as one part of consideration for the Transfer Share hereunder, Transferee agrees to pay RMB 500,000 to Transferor.

2.2   As other part of consideration, Transferee agrees to transfer 800,000 shares of Common Stock in the parent company of Transferee to the parties designated by Transferor.

Article 3 Closing

3.1   The consummation of Share Transfer hereunder (hereinafter called “closing”) shall be subject to the following requirements:

（1） The executive director of Ewenkeqi Beixue Dairy has adopted the resolution, approving Share Transfer hereunder and the amendment to the Articles of Association;

（2） Ewenkeqi Beixue Dairy has completed the registration procedures for modification with respect to the Share Transfer hereunder and has obtained the new Business License.

3.2   At the closing, the Transferors shall deliver to the Transferee (1) the resolutions on the approval of the Share Transfer hereunder and the amendment to the Articles of Association made by the executive director of Ewenkeqi Beixue Dairy; (2) The Articles of Association after the amendment; (3) New Business License of Ewenkeqi Beixue Dairy.

3.3   After the Transferors deliver to the Transferee all the documents stipulated in Article 3 and the payment has been made, the Closing shall be deemed as consummation.

Article 4 Representations and Warranties of Transferors

4.1   Ewenkeqi Beixue Dairy is a company duly established according to the PRC laws and regulations and has obtained all the necessary approvals for the establishment.

4.12 The execution of this Agreement and the exercises of the rights and the performance of the obligations hereunder by the Transferors in accordance with the provisions of this Agreement does not and will not contravene:

1.   Any laws, rules and regulations applicable to or imposed upon the Transferors;

2.   Any document or contract to which the Transferors was a Party, or having binding effect on the Transferors or any of its assets;

3.   Any documents having legally binding effect on the Transferor which contains any undertakings with a binding effect on the Transferors, nor prejudice any lawful rights of any other third parties.

4.3   All the documents and materials provided by the Transferors shall be true, correct and complete. The Transferors shall be liable for all the legal liabilities arising from concealing and falsehood;

4.4   After the execution of this Agreement, the Transferors will, according to this Agreement, procure Ewenkeqi Beixue Dairy to amend its Articles of Association pursuant to its provisions stipulated in the Articles of Association.

4.5   After the execution of this Agreement, the Transferors will, according to this Agreement, procure Ewenkeqi Beixue Dairy to adopt the resolution on the approval of the Share Transfer herein.

Article 5 Representations and Warranties of the Transferee

5.1   The Transferee is a company duly established and validly existing under the PRC laws and regulations.

5.2   All consents, approvals and authorizations necessary for the execution of this Agreement have been duly and lawfully obtained. The performance and execution of this Agreement hereunder by the Transferees in accordance with the provisions of this Agreement does not and will not contravene any documents or contracts binding on the Transferee.

5.3   The Transferee will make the full payment hereunder on time according to the terms and conditions hereunder.

Article 6 Tax and Expenses

Each party shall be liable for its own expenses and costs arsing from or in connection with the Share Transfer hereunder, including but not limited to tax, legal, financial and auditing fees.

Article 7 Exhibit

All the exhibits hereto shall be an integrate part of this Agreement.

Article 8 Governing Law and Settlement of Disputes

8.1 This Agreement shall be governed by the laws of People’ Republic of China.

8.2 In the event of and dispute with respect to the construction and performance of this Agreement, the parties shall first negotiate to resolve the dispute. In the event the Parties fail to reach an agreement, the parties may submit the dispute to a competent People’ Court.

Article 9 Breach of Agreement

Any failure of the performance of all or any parts of this Agreement by any Party hereto, any false and omission of representations and warranties made by any Party hereto or any breach of representations and warranties hereunder shall constitute the breach of this Agreement. The defaulting party shall be liable for all the damages suffered by the non-defaulting party.

Article 10 Effectiveness

This Agreement is executed on the date blow and shall take effect as of such date.

Article 11 Amendments

11.1   The parties hereto may reach the supplement contracts upon the negotiation. The supplement contract shall have the same legal effect as this Agreement and shall be an integrate part of this Agreement.

11.2   No amendment of this Agreement shall occur unless the parties hereto agree to do so and the amendment shall be made in writing.

Article 12 Miscellaneous

The invalidity, illegality and unenforceability of any provision of this Agreement shall not affect the validity, legality or enforceability of any other provisions of this Agreement.

（The remainder of this page intentionally left blank）

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first above written.

Transferors：

/s/ WANG Yanbin

Signature（Seal）:

WANG Yanbin

/s/ ZHANG Honghai

Signature（Seal）

ZHANG Honghai

Transferee：

/s/ Harbin Tengshun Technical Development Co., Ltd.

（Seal）

Harbin Tengshun Technical Development Co., Ltd.

Legal Representative: WANG, Yanbin

{00115522.DOC.2}

EX-10.4

Exhibit 10.4

SECURITIES PURCHASE AGREEMENT

BETWEEN

Rodobo International, Inc.

AND

Fame Ever Limited

DATED

February 5, 2010

SECURITIES PURCHASE AGREEMENT

 This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the February 5, 2010 between,Rodobo International, Inc., a Nevada Company (the “Company”); and Fame Ever Limited, a company incorporated under laws of British Virgin Islands (“BVI II”) listed in Schedule I. The Company and BVI II are collectively referred to as the “Parties” and each of them as a “Party”. All capitalized terms not expressly defined herein shall have the meaning attributed to them in the Equity Transfer Agreements (as defined below).

RECITALS:

 WHEREAS, an Equity Transfer Agreement has been entered into, as of February 5, 2010, by and among Harbin Tengshun Technical Development Co., Ltd., a wholly-owned subsidiary of the Company (“HTTD”), the shareholders of Hulunbeier Beixue Dairy Co., Ltd., a Chinese company (“HBDC”), Mr. Yanbin Wang, the CEO and Chairman of the Company (“Mr. Wang”), who owns 51% of the equity interest in HBDC and Mr. Honghai Zhang (“Mr. Zhang”), who owns 49% of the equity interest in HBDC (“HBDC Equity Transfer Agreement”), pursuant to which HBDC would merge with and into HTTD, with HTTD continuing as the surviving corporation (the “HBDC Acquisition”).

 WHEREAS, an Equity Transfer Agreement has been entered into, as of February 5, 2010, by and among HTTD, and the shareholder of Ewenkeqi Beixue Dairy Co., Ltd., a Chinese company (“EBDC”) , Mr. Wang, who owns 51% of the equity interest in HBDC, and Mr. Zhang, who owns 49% of the equity interest in HBDC (“EBDC Equity Transfer Agreement”), pursuant to which HBDC would merge with and into HTTD, with HTTD continuing as the surviving corporation (the “EBDC Acquisition”); and

 WHEREAS, an Equity Transfer Agreement has been entered into, as of February 5, 2010, by and among HTTD, the owner of Hulunbeier City Hai La Er District Beixue Dairy Factory, a Chinese company (“HHBD”), Mr. Zhang who owns 100% of the ownership interest in HHBD (“HHBD Equity Transfer Agreement”, together with HBDC Equity Transfer Agreement and EBDC Equity Transfer Agreement, collectively, the “Equity Transfer Agreements”), pursuant to which HHBD would merge with and into HTTD, with HTTD continuing as the surviving corporation (the “HHBD Acquisition”, together with HBDC Acquisition and EBDC Acquisition, collectively, the “Acquisitions”); and

 WHEREAS, on or prior to the date hereof, the Special Committee of the Board, which consists of Xiuzhen Qiao, Zhiqiang E, James Hu and Jie Li, all of whom are deemed as “Disinterested Directors”,  as such term is defined under the Nevada Revised Statutes, with the power and authority to review the proposed transactions and evaluate the fairness of such transactions, based on its review of the financial analysis and valuation reports presented by Beijing Haohai Tongfang Assets Appraisal Co., Ltd, dated as of February 4, 2010 and Greater China Appraisal Limited to the Board, dated as of February 4, 2010, has determined that the Equity Transfer Agreements and the transactions contemplated thereby, including the Acquisitions, are advisable and are fair to and in the best interests of the Company and the Company’s stockholders.

NOW, THEREFORE, in consideration of the mutual covenants and premises contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby conclusively acknowledged, the parties hereto, intending to be legally bound, agree as follows:

(a)Sale of Consideration Shares.  Upon the terms and subject to the conditions set forth herein, Equity Transfer Agreements and in accordance with applicable law, as the part of consideration of Acquisitions contemplated under Equity Transfer Agreements, the Company hereby agrees to allocate to BVI II, and BVI II agrees to accept, 3,050,000 shares of Common Stock (the “Consideration Shares”).

(b)Representations and Warranties of BVI II. BVI II hereby represents and warrants to the Company, which representations and warranties shall survive the Closing, the following:

(a)           BVI II has all requisite power and authority to execute, deliver and perform under this Agreement and the other agreements, certificates and instruments to be executed by BVI II in connection with or pursuant to this Agreement.  Upon execution and delivery by BVI II at the Closing, this Agreement is a legal, valid and binding agreement of BVI II, enforceable against BVI II in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

(b)           BVI II is an “accredited investor” as defined by Rule 501 under the Securities Act of 1933, as amended (the “Securities Act”).

(c)           BVI II is receiving the Consideration Shares for its own account and not with a view to the distribution thereof, nor with any present intention of distributing the same, in violation of the Securities Act, and the rules and regulations promulgated thereunder, or any applicable state securities or “blue sky” laws, rules and regulations.  BVI II understands the Consideration Shares are being issued pursuant to an exemption from registration contained in the Securities Act based in part upon BVI II’s representations contained in this Agreement, including, without limitation, that BVI II is an “accredited investor” within the meaning of Regulation D under the Securities Act.  BVI II confirms it has received or has had full access to all of the Company’s publicly available documents, which are available on the SEC’s website at www.sec.gov, and the information it considers necessary or appropriate to make an informed investment decision with respect to the Consideration Shares under this Agreement.  In determining whether to make this investment, BVI II has relied solely on BVI II’s own knowledge and understanding of the Company and its business based upon BVI II’s own due diligence investigation and the information furnished pursuant to this paragraph.  BVI II understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this paragraph and BVI II has not relied on any other representations or information in making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospects.

(d)           BVI II has substantial experience in evaluating and investing in transactions of securities in companies similar to the Company so that it is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests.  BVI II must bear the economic risk of this investment until the Consideration Shares are sold pursuant to:  (i) an effective registration statement under the Securities Act; or (ii) an exemption from registration is available with respect to such sale. BVI II is able to bear the economic risks of an investment in the Consideration Shares and to afford a complete loss of BVI II’s investment in the Consideration Shares.

(e)           BVI II is aware that the Consideration Shares and any underlying securities will bear substantially the following legend:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE COMPANY HAS RECEIVED A WRITTEN OPINION FROM COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSFER IS BEING MADE IN COMPLIANCE WITH OR UNDER EXEMPTION FROM ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION THEREFROM.”

(f)           The execution, delivery and performance of this Agreement by BVI II will not conflict with or result in the breach of any term or provision of, or violate or constitute a default under, any charter provision or bylaw or under any material agreement, to which BVI II is a party or by which BVI II is in any way bound or obligated.

(g)           BVI II has carefully considered and has discussed with the BVI II’s professional legal, tax, accounting and financial advisors, to the extent the BVI II has deemed necessary, the suitability of this investment and the transactions contemplated by this Agreement for the BVI II’s particular federal, state, local and foreign tax and financial situation and has determined that this investment and the transactions contemplated by this Agreement are a suitable investment for the BVI II.  BVI II relies solely on such advisors and not on any statements or representations of the Company, the Company or any of its agents. BVI II understands that BVI II (and not the Company) shall be responsible for BVI II’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

(h)           No governmental, administrative or other third party consents or approvals are required, necessary or appropriate on the part of BVI II in connection with the transactions contemplated by this Agreement.

(i)           BVI II agrees it will not disclose, and will not include in any public announcement, the name of the Company or the Company, unless expressly agreed to by the Company or unless and until such disclosure is required by law or applicable regulation, and then only to the extent of such requirement.

(c)Closing.

(a)     Time; Place; Outcome. The Closing of the transactions contemplated by this Agreement, unless expressly determined herein, shall be held at the offices of the Company in China, at 4:00 P.M.  Beijing time, on February 5, 2010 (the “Closing Date”) or on such other date and at such other place as may be mutually agreed by the parties, including closing by facsimile with originals to follow.

    (b)    Conditions Precedent to BVI II’s Obligations.  The obligations of the BVI II at the Closing shall be subject to the satisfaction on or prior to the Closing of the following conditions precedent, any one or more of which may be waived by the BVI II:

   (i)            Performance.  The Company shall have performed and complied with all agreements and conditions contained herein or in other ancillary documents incident to the transactions contemplated by this Agreement and Equity Transfer Agreements required to be performed or complied with by them prior to or at the Closing.

   (ii)           Proceedings and Documents.  All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be presented and delivered to the BVI II, shall be satisfactory in substance and form to the BVI II or his counsel, and the BVI II or his counsel shall have received all such counterpart originals (or certified or other copies) of such documents as they may reasonably request.

   (iii)           Performance.  The Company shall have obtained in a timely fashion any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the transaction.

(c)      Conditions Precedent to the Company’ Obligations.  The obligations of the Company at Closing shall be subject to the satisfaction, on or prior to the Closing, of the following conditions precedent, any one or more of which may be waived by the Company.

(i)           Representations and Warranties.  The representations of and warranties by the BVI II in Section (b) hereof shall be true and accurate on and as of the Closing.

(ii)           Performance.  The BVI II shall have performed and complied with all agreements and conditions contained herein or in other ancillary documents incident to the transactions contemplated by this Agreement and Equity Transfer Agreements required to be performed or complied with by him prior to or at the Closing.

(iii)           Consents; Authorizations.  The BVI II shall have secured all permits, consents and authorizations, if any, that shall be necessary or required lawfully to consummate this Agreement.

(iv)           Proceedings and Documents.  All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory in substance and form to the Company or their counsel, and the Company or their counsel shall have received all such counterpart originals (or certified or other copies) of such documents as they may reasonably request.

(d)Further Assurances. The Company and BVI II shall, upon request, on or after the Closing Date, cooperate with each other (specifically, the Company shall cooperate with the Investors, and each Investor shall cooperate with the Company) by furnishing any additional information, executing and delivering any additional documents and/or other instruments and doing any and all such things as may be reasonably required by the parties or their counsel to consummate or otherwise implement the transactions contemplated by this Agreement.

(d)Miscellaneous.

(a)Entire Agreement.  This Agreement (together with the Schedule, Exhibits, Warrants and documents referred to herein) constitute the entire agreement of the parties and supersede all prior agreements and undertakings, both written and oral, between the parties, or any of them, with respect to the subject matter hereof.

(b)Notices.  All notices or other documents under this Agreement shall be in writing and delivered in person or mailed by certified mail, postage prepaid, addressed to the Parties at the addresses indicated on signature page hereof, or to any new address designated in like manner by any party hereto

(c)Waiver.  No delay or failure by either party to exercise any right under this Agreement, and no partial or single exercise of such right, shall constitute a waiver of that or any other right, unless otherwise expressly provided herein.

(d)Survival of Agreements.  If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of 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 contemplated hereby is not affected in any manner materially adverse to any party.  Upon such determination that any such term or other provision is invalid, illegal or incapable of being enforced, the parties hereto 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 contemplated hereby are fulfilled to the extent possible.

(e)Events of Termination.  Anything herein or elsewhere to contrary notwithstanding, this Agreement may be terminated by written notice of termination at any time before the transfer of the Consideration Shares by mutual written consent of the Parties.

(f)Governing Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the British Virgin Islands, without giving effect to applicable principles of conflicts of law.

(g)Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of 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 contemplated hereby is not affected in any manner materially adverse to any party.  Upon such determination that any such term or other provision is invalid, illegal or incapable of being enforced, the parties hereto 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 contemplated hereby are fulfilled to the extent possible.

(h)Binding Effect. All the terms and provisions of this Agreement whether so expressed or not, shall be binding upon, inure to the benefit of, and be enforceable by the parties and their respective administrators, executors, legal representatives, heirs, successors and assignees.

(i)Dispute Resolution. In the event of any dispute, claim or difference (the “Dispute”) between any Parties arising out of or in connection with this Agreement, the Dispute shall be resolved in accordance with the following:

 (i)Negotiation between Parties; Mediations.  The Parties agree to negotiate in good faith to resolve any Dispute.  If the negotiations do not resolve the Dispute to the reasonable satisfaction of all parties within thirty (30) days, subsection (b) below shall apply.

 (ii)Arbitration.  In the event the Parties are unable to settle a Dispute in accordance with subsection (a) above, such Dispute shall be referred to and finally settled by arbitration at Hong Kong International Arbitration Centre in accordance with the UNCITRAL Arbitration Rules (the “UNCITRAL Rules”) in effect, which rules are deemed to be incorporated by reference into this subsection. The arbitration tribunal shall consist of three arbitrators to be appointed according to the UNCITRAL Rules.  The language of the arbitration shall be English.

 (iii)Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of Parties and their respective successors and assigns.

(j)Counterparts.  This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto.

(k)Headings.  The descriptive headings of the Sections hereof are inserted for convenience only and do not constitute a part of this Agreement.

 [SIGNATURES ON FOLLOWING PAGE]

IN WITNESS WHEREOF, the Parties have as of the date first written above executed this Agreement.

THE COMPANY:

Rodobo International, Inc.

By: /s/_ Yanbin Wang ___                                           

      Yanbin Wang

Chief Executive Officer

Address: ______________________

BVI II

Fame Ever Limited

By: /s/ Honghai Zhang _

      Honghai Zhang

      Sole Director

Address: ______________________

EX-10.5

Exhibit 10.5

SECURITIES PURCHASE AGREEMENT

BETWEEN

Rodobo International, Inc.

AND

Fortune Fame International Limited

DATED

 February 5, 2010

SECURITIES PURCHASE AGREEMENT

 This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the February 5, 2010 between,Rodobo International, Inc., a Nevada Company (the “Company”); and Fortune Fame International Limited, a company incorporated under laws of British Virgin Islands (“BVI I”) listed in Schedule I. The Company and BVI I are collectively referred to as the “Parties” and each of them as a “Party”. All capitalized terms not expressly defined herein shall have the meaning attributed to them in the Equity Transfer Agreements (as defined below).

RECITALS:

 WHEREAS, an Equity Transfer Agreement has been entered into, as of February 5, 2010, by and among Harbin Tengshun Technical Development Co,, Ltd. a wholly-owned subsidiary of the Company (“HTTD”), the shareholders of Hulunbeier Beixue Dairy Co., Ltd., a Chinese company (“HBDC”), Mr. Yanbin Wang, the CEO and Chairman of the Company (“Mr. Wang”), who owns 51% of the equity interest in HBDC and Mr. Honghai Zhang (“Mr. Zhang”), who owns 49% of the equity interest in HBDC (“HBDC Equity Transfer Agreement”), pursuant to which HBDC would merge with and into HTTD, with HTTD continuing as the surviving corporation (the “HBDC Acquisition”).

 WHEREAS, an Equity Transfer Agreement has been entered into, as of February 5, 2010, by and among HTTD, and the shareholder of Ewenkeqi Beixue Dairy Co., Ltd., a Chinese company (“EBDC”) , Mr. Wang, who owns 51% of the equity interest in HBDC, and Mr. Zhang, who owns 49% of the equity interest in HBDC (“EBDC Equity Transfer Agreement”), pursuant to which HBDC would merge with and into HTTD, with HTTD continuing as the surviving corporation (the “EBDC Acquisition”); and

 WHEREAS, an Equity Transfer Agreement has been entered into, as of February 5, 2010, by and among HTTD, the owner of Hulunbeier City Hai La Er District Beixue Dairy Factory, a Chinese company (“HHBD”), Mr. Zhang who owns 100% of the ownership interest in HHBD (“HHBD Equity Transfer Agreement”, together with HBDC Equity Transfer Agreement and EBDC Equity Transfer Agreement, collectively, the “Equity Transfer Agreements”), pursuant to which HHBD would merge with and into HTTD, with HTTD continuing as the surviving corporation (the “HHBD Acquisition”, together with HBDC Acquisition and EBDC Acquisition, collectively, the “Acquisitions”); and

 WHEREAS, on or prior to the date hereof, the Special Committee of the Board, which consists of Xiuzhen Qiao, Zhiqiang E, James Hu and Jie Li, all of whom are deemed as “Disinterested Directors”,  as such term is defined under the Nevada Revised Statutes, with the power and authority to review the proposed transactions and evaluate the fairness of such transactions, based on its review of the financial analysis and valuation reports presented by Beijing Haohai Tongfang Assets Appraisal Co., Ltd, dated as of February 4 and Greater China Appraisal Limited to the Board, dated as of February 4, 2010, has determined that the Equity Transfer Agreements and the transactions contemplated thereby, including the Acquisitions, are advisable and are fair to and in the best interests of the Company and the Company’s stockholders.

 NOW, THEREFORE, in consideration of the mutual covenants and premises contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby conclusively acknowledged, the parties hereto, intending to be legally bound, agree as follows:

(a)Sale of Consideration Shares.  Upon the terms and subject to the conditions set forth herein, Equity Transfer Agreements and in accordance with applicable law, as the part of consideration of Acquisitions contemplated under Equity Transfer Agreements, the Company hereby agrees to allocate to BVI I, and BVI I agrees to accept, 6,300,000 shares of common stock, par value $0.0001 of the Company (the “Common Stock”) and 2,000,000 shares of series A preferred stock, par value $0.0001 of the Company (the “Series A Preferred Stock”). The 6,300,000 shares of Common Stock and 2,000,000 shares of Preferred Stock are hereinafter collectively, referred to as Consideration Shares.

(b)Representations and Warranties of BVI I.  BVI I hereby represents and warrants to the Company, which representations and warranties shall survive the Closing, the following:

(a)           BVI I has all requisite power and authority to execute, deliver and perform under this Agreement and the other agreements, certificates and instruments to be executed by BVI I in connection with or pursuant to this Agreement.  Upon execution and delivery by BVI I at the Closing, this Agreement is a legal, valid and binding agreement of BVI I, enforceable against BVI I in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

(b)           BVI I is an “accredited investor” as defined by Rule 501 under the Securities Act of 1933, as amended (the “Securities Act”).

(c)           BVI I is receiving the Consideration Shares for its own account and not with a view to the distribution thereof, nor with any present intention of distributing the same, in violation of the Securities Act, and the rules and regulations promulgated thereunder, or any applicable state securities or “blue sky” laws, rules and regulations.  BVI I understands the Consideration Shares are being issued pursuant to an exemption from registration contained in the Securities Act based in part upon BVI I’s representations contained in this Agreement, including, without limitation, that BVI I is an “accredited investor” within the meaning of Regulation D under the Securities Act.  BVI I confirms it has received or has had full access to all of the Company’s publicly available documents, which are available on the SEC’s website at www.sec.gov, and the information it considers necessary or appropriate to make an informed investment decision with respect to the Consideration Shares under this Agreement.  In determining whether to make this investment, BVI I has relied solely on BVI I’s own knowledge and understanding of the Company and its business based upon BVI I’s own due diligence investigation and the information furnished pursuant to this paragraph.  BVI I understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this paragraph and BVI I has not relied on any other representations or information in making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospects.

(d)           BVI I has substantial experience in evaluating and investing in transactions of securities in companies similar to the Company so that it is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests.  BVI I must bear the economic risk of this investment until the Consideration Shares are sold pursuant to:  (i) an effective registration statement under the Securities Act; or (ii) an exemption from registration is available with respect to such sale.  BVI I is able to bear the economic risks of an investment in the Consideration Shares and to afford a complete loss of BVI I’s investment in the Consideration Shares.

(e)           BVI I is aware that the Consideration Shares and any underlying securities will bear substantially the following legend:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE COMPANY HAS RECEIVED A WRITTEN OPINION FROM COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSFER IS BEING MADE IN COMPLIANCE WITH OR UNDER EXEMPTION FROM ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION THEREFROM.”

(f)           The execution, delivery and performance of this Agreement by BVI I will not conflict with or result in the breach of any term or provision of, or violate or constitute a default under, any charter provision or bylaw or under any material agreement, to which BVI I is a party or by which BVI I is in any way bound or obligated.

(g)           BVI I has carefully considered and has discussed with the BVI I’s professional legal, tax, accounting and financial advisors, to the extent the BVI I has deemed necessary, the suitability of this investment and the transactions contemplated by this Agreement for the BVI I’s particular federal, state, local and foreign tax and financial situation and has determined that this investment and the transactions contemplated by this Agreement are a suitable investment for the BVI I.  BVI I relies solely on such advisors and not on any statements or representations of the Company, the Company or any of its agents.  BVI I understands that BVI I (and not the Company) shall be responsible for BVI I’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

(h)           No governmental, administrative or other third party consents or approvals are required, necessary or appropriate on the part of BVI I in connection with the transactions contemplated by this Agreement.

(i)           BVI I agrees it will not disclose, and will not include in any public announcement, the name of the Company or the Company, unless expressly agreed to by the Company or unless and until such disclosure is required by law or applicable regulation, and then only to the extent of such requirement.

(c)Closing.

(a)     Time; Place; Outcome. The Closing of the transactions contemplated by this Agreement, unless expressly determined herein, shall be held at the offices of the Company in China, at 4:00 P.M.  Beijing time, on February 5, 2010 (the “Closing Date”) or on such other date and at such other place as may be mutually agreed by the parties, including closing by facsimile with originals to follow.

    (b)     Conditions Precedent to BVI I’s Obligations.  The obligations of the BVI I at the Closing shall be subject to the satisfaction on or prior to the Closing of the following conditions precedent, any one or more of which may be waived by the BVI I:

 (i)           Performance.  The Company shall have performed and complied with all agreements and conditions contained herein or in other ancillary documents incident to the transactions contemplated by this Agreement and Equity Transfer Agreements required to be performed or complied with by them prior to or at the Closing.

 (ii)          Proceedings and Documents.  All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be presented and delivered to the BVI I, shall be satisfactory in substance and form to the BVI I or his counsel, and the BVI I or his counsel shall have received all such counterpart originals (or certified or other copies) of such documents as they may reasonably request.

 (iii)         Performance.  The Company shall have obtained in a timely fashion any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the transaction.

  (c)      Conditions Precedent to the Company’ Obligations.  The obligations of the Company at Closing shall be subject to the satisfaction, on or prior to the Closing, of the following conditions precedent, any one or more of which may be waived by the Company.

(i)           Representations and Warranties.  The representations of and warranties by the BVI I in Section (b) hereof shall be true and accurate on and as of the Closing.

(ii)         Performance.  The BVI I shall have performed and complied with all agreements and conditions contained herein or in other ancillary documents incident to the transactions contemplated by this Agreement and Equity Transfer Agreements required to be performed or complied with by him prior to or at the Closing.

(iii)        Consents; Authorizations.  The BVI I shall have secured all permits, consents and authorizations, if any, that shall be necessary or required lawfully to consummate this Agreement.

(iv)        Proceedings and Documents.  All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory in substance and form to the Company or their counsel, and the Company or their counsel shall have received all such counterpart originals (or certified or other copies) of such documents as they may reasonably request.

(d)Further Assurances. The Company and BVI I shall, upon request, on or after the Closing Date, cooperate with each other (specifically, the Company shall cooperate with the Investors, and each Investor shall cooperate with the Company) by furnishing any additional information, executing and delivering any additional documents and/or other instruments and doing any and all such things as may be reasonably required by the parties or their counsel to consummate or otherwise implement the transactions contemplated by this Agreement.

(d)Miscellaneous.

(a)Entire Agreement.  This Agreement (together with the Schedule, Exhibits, Warrants and documents referred to herein) constitute the entire agreement of the parties and supersede all prior agreements and undertakings, both written and oral, between the parties, or any of them, with respect to the subject matter hereof.

(b)Notices.  All notices or other documents under this Agreement shall be in writing and delivered in person or mailed by certified mail, postage prepaid, addressed to the Parties at the addresses indicated on signature page hereof, or to any new address designated in like manner by any party hereto

(c)Waiver.  No delay or failure by either party to exercise any right under this Agreement, and no partial or single exercise of such right, shall constitute a waiver of that or any other right, unless otherwise expressly provided herein.

(d)Survival of Agreements.  If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of 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 contemplated hereby is not affected in any manner materially adverse to any party.  Upon such determination that any such term or other provision is invalid, illegal or incapable of being enforced, the parties hereto 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 contemplated hereby are fulfilled to the extent possible.

(e)Events of Termination.  Anything herein or elsewhere to contrary notwithstanding, this Agreement may be terminated by written notice of termination at any time before the transfer of the Consideration Shares by mutual written consent of the Parties.

(f)Governing Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the British Virgin Islands, without giving effect to applicable principles of conflicts of law.

(g)Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of 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 contemplated hereby is not affected in any manner materially adverse to any party.  Upon such determination that any such term or other provision is invalid, illegal or incapable of being enforced, the parties hereto 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 contemplated hereby are fulfilled to the extent possible.

(h)Binding Effect. All the terms and provisions of this Agreement whether so expressed or not, shall be binding upon, inure to the benefit of, and be enforceable by the parties and their respective administrators, executors, legal representatives, heirs, successors and assignees.

(i)Dispute Resolution. In the event of any dispute, claim or difference (the “Dispute”) between any Parties arising out of or in connection with this Agreement, the Dispute shall be resolved in accordance with the following:

 (i)Negotiation between Parties; Mediations.  The Parties agree to negotiate in good faith to resolve any Dispute.  If the negotiations do not resolve the Dispute to the reasonable satisfaction of all parties within thirty (30) days, subsection (b) below shall apply.

 (ii)Arbitration.  In the event the Parties are unable to settle a Dispute in accordance with subsection (a) above, such Dispute shall be referred to and finally settled by arbitration at Hong Kong International Arbitration Centre in accordance with the UNCITRAL Arbitration Rules (the “UNCITRAL Rules”) in effect, which rules are deemed to be incorporated by reference into this subsection. The arbitration tribunal shall consist of three arbitrators to be appointed according to the UNCITRAL Rules.  The language of the arbitration shall be English.

 (iii)Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of Parties and their respective successors and assigns.

(j)Counterparts.  This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto.

(k) Headings.  The descriptive headings of the Sections hereof are inserted for convenience only and do not constitute a part of this Agreement.

 [SIGNATURES ON FOLLOWING PAGE]

IN WITNESS WHEREOF, the Parties have as of the date first written above executed this Agreement.

THE COMPANY:

Rodobo International, Inc.

By: /s/_ Yanbin Wang ___                                           

      Yanbin Wang

Chief Executive Officer

Address: ______________________

BVI I

Fortune Fame International Limited

By: /s/ Yanbin Wang

      Yanbin Wang

      Sole Director

Address: ______________________

EX-10.6

Exhibit 10.6

SECURITIES PURCHASE AGREEMENT

BETWEEN

Rodobo International, Inc.

AND

August Glory Limited

DATED

February 5, 2010

SECURITIES PURCHASE AGREEMENT

 This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the February 5, 2010 between,Rodobo International, Inc., a Nevada Company (the “Company”); and August Glory Limited, a company incorporated under laws of British Virgin Islands (“BVI III”) listed in Schedule I. The Company and BVI III are collectively referred to as the “Parties” and each of them as a “Party”.

RECITALS:

 WHEREAS, an Equity Transfer Agreement has been entered into, as of February 5, 2010, by and among Harbin Tengshun Technical Development Co., Ltd. a wholly-owned subsidiary of the Company (“HTTD”), the shareholders of Hulunbeier Beixue Dairy Co., Ltd., a Chinese company (“HBDC”), Mr. Yanbin Wang, the CEO and Chairman of the Company (“Mr. Wang”), who owns 51% of the equity interest in HBDC and Mr. Honghai Zhang (“Mr. Zhang”), who owns 49% of the equity interest in HBDC (“HBDC Equity Transfer Agreement”), pursuant to which HBDC would merge with and into HTTD, with HTTD continuing as the surviving corporation (the “HBDC Acquisition”).

 WHEREAS, an Equity Transfer Agreement has been entered into, as of February 5, 2010, by and among HTTD, and the shareholder of Ewenkeqi Beixue Dairy Co., Ltd., a Chinese company (“EBDC”) , Mr. Wang, who owns 51% of the equity interest in HBDC, and Mr. Zhang, who owns 49% of the equity interest in HBDC (“EBDC Equity Transfer Agreement”), pursuant to which HBDC would merge with and into HTTD, with HTTD continuing as the surviving corporation (the “EBDC Acquisition”); and

 WHEREAS, an Equity Transfer Agreement has been entered into, as of February 5, 2010, by and among HTTD, the owner of Hulunbeier City Hai La Er District Beixue Dairy Factory, a Chinese company (“HHBD”), Mr. Zhang who owns 100% of the ownership interest in HHBD (“HHBD Equity Transfer Agreement”, together with HBDC Equity Transfer Agreement and EBDC Equity Transfer Agreement, collectively, the “Equity Transfer Agreements”), pursuant to which HHBD would merge with and into HTTD, with HTTD continuing as the surviving corporation (the “HHBD Acquisition”, together with HBDC Acquisition and EBDC Acquisition, collectively, the “Acquisitions”); and

 WHEREAS, on or prior to the date hereof, the Special Committee of the Board, which consists of Xiuzhen Qiao, Zhiqiang E, James Hu and Jie Li, all of whom are deemed as “Disinterested Directors”,  as such term is defined under the Nevada Revised Statutes, with the power and authority to review the proposed transactions and evaluate the fairness of such transactions, based on its review of the financial analysis and valuation reports presented by Beijing Haohai Tongfang Assets Appraisal Co., Ltd, dated as of February 4, 2010 and Greater China Appraisal Limited to the Board, dated as of February 4, 2010, has determined that the Equity Transfer Agreements and the transactions contemplated thereby, including the Acquisitions, are advisable and are fair to and in the best interests of the Company and the Company’s stockholders.

 NOW, THEREFORE, in consideration of the mutual covenants and premises contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby conclusively acknowledged, the parties hereto, intending to be legally bound, agree as follows:

 (a)Sale of Consideration Shares.  Upon the terms and subject to the conditions set forth herein, Equity Transfer Agreements and in accordance with applicable law, as the part of consideration of Acquisitions contemplated under Equity Transfer Agreements, the Company hereby agrees to allocate to BVI III, and BVI III agrees to accept, 1,250,000 shares of Common Stock (the “Consideration Shares”).

 (b)Representations and Warranties of BVI III.  BVI III hereby represents and warrants to the Company, which representations and warranties shall survive the Closing, the following:

(a)           BVI III has all requisite power and authority to execute, deliver and perform under this Agreement and the other agreements, certificates and instruments to be executed by BVI III in connection with or pursuant to this Agreement.  Upon execution and delivery by BVI III at the Closing, this Agreement is a legal, valid and binding agreement of BVI III, enforceable against BVI III in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

(b)           BVI III is an “accredited investor” as defined by Rule 501 under the Securities Act of 1933, as amended (the “Securities Act”).

(c)           BVI III is receiving the Consideration Shares for its own account and not with a view to the distribution thereof, nor with any present intention of distributing the same, in violation of the Securities Act, and the rules and regulations promulgated thereunder, or any applicable state securities or “blue sky” laws, rules and regulations.  BVI III understands the Consideration Shares are being issued pursuant to an exemption from registration contained in the Securities Act based in part upon BVI III’s representations contained in this Agreement, including, without limitation, that BVI III is an “accredited investor” within the meaning of Regulation D under the Securities Act.  BVI III confirms it has received or has had full access to all of the Company’s publicly available documents, which are available on the SEC’s website at www.sec.gov, and the information it considers necessary or appropriate to make an informed investment decision with respect to the Consideration Shares under this Agreement.  In determining whether to make this investment, BVI III has relied solely on BVI III’s own knowledge and understanding of the Company and its business based upon BVI III’s own due diligence investigation and the information furnished pursuant to this paragraph.  BVI III understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this paragraph and BVI III has not relied on any other representations or information in making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospects.

(d)           BVI III has substantial experience in evaluating and investing in transactions of securities in companies similar to the Company so that it is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests.  BVI III must bear the economic risk of this investment until the Consideration Shares are sold pursuant to:  (i) an effective registration statement under the Securities Act; or (ii) an exemption from registration is available with respect to such sale. BVI III is able to bear the economic risks of an investment in the Consideration Shares and to afford a complete loss of BVI III’s investment in the Consideration Shares.

(e)           BVI III is aware that the Consideration Shares and any underlying securities will bear substantially the following legend:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE COMPANY HAS RECEIVED A WRITTEN OPINION FROM COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSFER IS BEING MADE IN COMPLIANCE WITH OR UNDER EXEMPTION FROM ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION THEREFROM.”

(f)           The execution, delivery and performance of this Agreement by BVI III will not conflict with or result in the breach of any term or provision of, or violate or constitute a default under, any charter provision or bylaw or under any material agreement, to which BVI III is a party or by which BVI III is in any way bound or obligated.

(g)           BVI III has carefully considered and has discussed with the BVI III’s professional legal, tax, accounting and financial advisors, to the extent the BVI III has deemed necessary, the suitability of this investment and the transactions contemplated by this Agreement for the BVI III’s particular federal, state, local and foreign tax and financial situation and has determined that this investment and the transactions contemplated by this Agreement are a suitable investment for the BVI III.  BVI III relies solely on such advisors and not on any statements or representations of the Company, the Company or any of its agents. BVI III understands that BVI III (and not the Company) shall be responsible for BVI III’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

(h)           No governmental, administrative or other third party consents or approvals are required, necessary or appropriate on the part of BVI III in connection with the transactions contemplated by this Agreement.

(i)           BVI III agrees it will not disclose, and will not include in any public announcement, the name of the Company or the Company, unless expressly agreed to by the Company or unless and until such disclosure is required by law or applicable regulation, and then only to the extent of such requirement.

(c)Closing.

(a)    Time; Place; Outcome. The Closing of the transactions contemplated by this Agreement, unless expressly determined herein, shall be held at the offices of the Company in China, at 4:00 P.M.  Beijing time, on February 5, 2010 (the “Closing Date”) or on such other date and at such other place as may be mutually agreed by the parties, including closing by facsimile with originals to follow.

    (b)    Conditions Precedent to BVI III’s Obligations.  The obligations of the BVI III at the Closing shall be subject to the satisfaction on or prior to the Closing of the following conditions precedent, any one or more of which may be waived by the BVI III:

 (i)           Performance.  The Company shall have performed and complied with all agreements and conditions contained herein or in other ancillary documents incident to the transactions contemplated by this Agreement and Equity Transfer Agreements required to be performed or complied with by them prior to or at the Closing.

 (ii)          Proceedings and Documents.  All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be presented and delivered to the BVI III, shall be satisfactory in substance and form to the BVI III or his counsel, and the BVI III or his counsel shall have received all such counterpart originals (or certified or other copies) of such documents as they may reasonably request.

 (iii)         Performance.  The Company shall have obtained in a timely fashion any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the transaction.

   (c)     Conditions Precedent to the Company’ Obligations.  The obligations of the Company at Closing shall be subject to the satisfaction, on or prior to the Closing, of the following conditions precedent, any one or more of which may be waived by the Company.

 (i)           Representations and Warranties.  The representations of and warranties by the BVI III in Section (b) hereof shall be true and accurate on and as of the Closing.

 (ii)          Performance.  The BVI III shall have performed and complied with all agreements and conditions contained herein or in other ancillary documents incident to the transactions contemplated by this Agreement and Equity Transfer Agreements required to be performed or complied with by him prior to or at the Closing.

 (iii)         Consents; Authorizations.  The BVI III shall have secured all permits, consents and authorizations, if any, that shall be necessary or required lawfully to consummate this Agreement.

 (iv)         Proceedings and Documents.  All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory in substance and form to the Company or their counsel, and the Company or their counsel shall have received all such counterpart originals (or certified or other copies) of such documents as they may reasonably request.

(d)Further Assurances. The Company and BVI III shall, upon request, on or after the Closing Date, cooperate with each other (specifically, the Company shall cooperate with the Investors, and each Investor shall cooperate with the Company) by furnishing any additional information, executing and delivering any additional documents and/or other instruments and doing any and all such things as may be reasonably required by the parties or their counsel to consummate or otherwise implement the transactions contemplated by this Agreement.

(d)Miscellaneous.

(a)Entire Agreement.  This Agreement (together with the Schedule, Exhibits, Warrants and documents referred to herein) constitute the entire agreement of the parties and supersede all prior agreements and undertakings, both written and oral, between the parties, or any of them, with respect to the subject matter hereof.

(b)Notices.  All notices or other documents under this Agreement shall be in writing and delivered in person or mailed by certified mail, postage prepaid, addressed to the Parties at the addresses indicated on signature page hereof, or to any new address designated in like manner by any party hereto

(c)Waiver.  No delay or failure by either party to exercise any right under this Agreement, and no partial or single exercise of such right, shall constitute a waiver of that or any other right, unless otherwise expressly provided herein.

(d)     Survival of Agreements.  If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of 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 contemplated hereby is not affected in any manner materially adverse to any party.  Upon such determination that any such term or other provision is invalid, illegal or incapable of being enforced, the parties hereto 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 contemplated hereby are fulfilled to the extent possible.

(e)Events of Termination.  Anything herein or elsewhere to contrary notwithstanding, this Agreement may be terminated by written notice of termination at any time before the transfer of the Consideration Shares by mutual written consent of the Parties.

(f)Governing Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the British Virgin Islands, without giving effect to applicable principles of conflicts of law.

(g)Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of 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 contemplated hereby is not affected in any manner materially adverse to any party.  Upon such determination that any such term or other provision is invalid, illegal or incapable of being enforced, the parties hereto 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 contemplated hereby are fulfilled to the extent possible.

(h)Binding Effect. All the terms and provisions of this Agreement whether so expressed or not, shall be binding upon, inure to the benefit of, and be enforceable by the parties and their respective administrators, executors, legal representatives, heirs, successors and assignees.

(i)Dispute Resolution. In the event of any dispute, claim or difference (the “Dispute”) between any Parties arising out of or in connection with this Agreement, the Dispute shall be resolved in accordance with the following:

 (i)Negotiation between Parties; Mediations.  The Parties agree to negotiate in good faith to resolve any Dispute.  If the negotiations do not resolve the Dispute to the reasonable satisfaction of all parties within thirty (30) days, subsection (b) below shall apply.

 (ii)Arbitration.  In the event the Parties are unable to settle a Dispute in accordance with subsection (a) above, such Dispute shall be referred to and finally settled by arbitration at Hong Kong International Arbitration Centre in accordance with the UNCITRAL Arbitration Rules (the “UNCITRAL Rules”) in effect, which rules are deemed to be incorporated by reference into this subsection. The arbitration tribunal shall consist of three arbitrators to be appointed according to the UNCITRAL Rules.  The language of the arbitration shall be English.

 (iii)Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of Parties and their respective successors and assigns.

(j)Counterparts.  This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto.

(k)Headings.  The descriptive headings of the Sections hereof are inserted for convenience only and do not constitute a part of this Agreement.

 [SIGNATURES ON FOLLOWING PAGE]

IN WITNESS WHEREOF, the Parties have as of the date first written above executed this Agreement.

THE COMPANY:

Rodobo International, Inc.

By: /s/ Yanbin Wang_                                           

      Yanbin Wang

Chief Executive Officer

Address: ______________________

BVI III

August Glory Limited

By: /s/ Xuerui Dou_

      Xuerui Dou

      Sole Director

Address: ______________________

EX-10.7

Exhibit 10.7

INCENTIVE OPTION AGREEMENT

BETWEEN

QIN Wei

AND

WANG, Yanbin

Date: February 5, 2010

 THIS INCENTIVE OPTION AGREEMENT (this "Agreement") is made on February 5, 2010 by and between Qin, Wei, a New Zealand citizen (the "Grantor") and WANG, Yanbin ("Grantee").

 The Grantor and the Grantee are collectively referred to as the "Parties" and each of them as a "Party".

 Whereas, the Grantor owns 10,000 (100%) issued and outstanding shares of Fortune Fame International Limited (the “Company”), a British Virgin Islands company.

 Whereas, the Grantee has contributed to the growth of Fortune Fame International Limited. The Grantee has agreed to be, or continuously be, a director, chairman, CEO or other executive officer of Fortune Fame International Limitednot less than three years. In consideration of the Grantee’s contributions to Fortune Fame International Limitedand as an incentive to the Grantee to continue his commitment to Fortune Fame International Limited, the Grantor has agreed to grant to the Grantee, and the Grantee has agreed to accept from the Grantor, an incentive option (the “Option”) to purchase certain number of ordinary shares of Fortune Fame International Limited (the "Option Shares") as set forth in Schedule A to this Agreement.

 NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1.   DEFINITIONS

1.1.   Defined Terms : In this Agreement (including the Recitals and the Schedules), unless the context otherwise requires, the following words and expressions shall have the following meanings:

"Business Day" means a day (other than Saturdays, Sundays and public holidays) on which banks are generally open for business in China;

"China" or "PRC" means the People's Republic of China;

"Completion Date" means the date falling seven (7) Business Days after the service of the Exercise Notice by the Grantee on the Company;

"Completion" means the completion of the sale to and purchase by the Grantee of the Option Shares under this Agreement;

"Distributions" means any cash proceeds arising from or in respect of, or in exchange for, or accruing to or in consequence of the Option Shares from the Effective Date to the Completion Date, including without limitation the Dividends.

"Dividends" means the dividends declared by the Company and accrued in respect of the Option Shares (whether or not such dividends shall have been paid and received by the Grantee);

"Effective Date" means the date of execution of this Agreement;

"Exercise" means the exercise by the Grantee or his Nominee(s) of the Option pursuant to the terms of this Agreement;

"Exercise Notice" means the notice substantially in the form set out in Part I of Schedule B;

"Exercise Price" means the exercise price to be paid by the Grantee to the Grantor in respect of the Option Shares issued to such Grantee as set forth opposite his name in Schedule A;

"Nominee" means such person nominated by a Grantee in the Transfer Notice to be the transferee of the Option or Option Shares;

"Option Effective Date" has the meaning ascribed to it in Clause 2.3;

"RMB" means the lawful currency of China;

"Transfer Notice" means the notice substantially in the form set out in Part II of Schedule B;

"US$" or "United States Dollar" means the lawful currency of the United States of America.

1.2.   Interpretation: Except to the extent that the context requires otherwise:

1.2.1   words denoting the singular shall include the plural and vice versa; words denoting any gender shall include all genders; words denoting persons shall include firms and corporations and vice versa;

any reference to a statutory provision shall include such provision and any regulations made in pursuance thereof as from time to time modified or re-enacted whether before or after the date of this Agreement and (so far as liability thereunder may exist or can arise) shall include also any past statutory provisions or regulations (as from time to time modified or re-enacted) which such provisions or regulations have directly or indirectly replaced;

1.2.2   the words "written" and "in writing" include any means of visible reproduction;

1.2.3   any reference to "Clauses", "Recitals" and "Schedules" are to be construed as references to clauses and recitals of, and schedules to, this Agreement; and

1.2.4   any reference to a time of day is a reference to China time unless provided otherwise.

1.2.5   any reference to a time of day is a reference to China time unless provided otherwise.

1.3.   Headings: The headings in this Agreement are inserted for convenience only and shall be ignored in construing this Agreement.

2.   OPTION

2.1.   Option: In consideration of the contributions which Grantee has made to the Company and his continuing commitment to the Company, the Grantor hereby irrevocably and unconditionally grants to such Grantee an Option for such Grantee to acquire from the Grantor, at the Exercise Price, at any time during the Exercise Period (defined below), to the extent that the Option has vested, any or all of the Option Shares set forth opposite such Grantee’s in Schedule A hereto, free from all claims, liens, charges, pledges, mortgages, trust, equities and other encumbrances, and with all rights attaching thereto on the Completion Date.

2.2.   Vesting Schedule: Subject to the terms and conditions hereto, the Option may be exercised, in whole or in part, in accordance with the following schedule:   34% of the Option Shares subject to the Option shall vest and become exercisable on the sixty-first (61st) day following the end of 2009 fiscal year, 33% of the Option Shares subject to the Option shall vest and become exercisable on the sixty-first (61st) day following the end of 2010 fiscal year and 33% of the Option Shares subject to the Option shall vest and become exercisable on the sixty-first (61st) day following the end of 2011 fiscal year).

2.3.   Exercise Period: The Option shall vest and become effective and exercisable at the times commencing on the dates set forth in Section 2.2 (the “Option Effective Date”) and shall expire five years from the date of the Option.  The Option may be exercised by the Grantee (or his Nominee on behalf of the Grantee), to the extent that the Option shall have vested, and only to that extent, at any time prior to five years from the date of this Option (“Exercise Period”).

2.4 Nominees:  The Grantee may, at any time during the Exercise Period, at his sole discretion, nominate one or more person(s) (each a “Nominee”) to be the transferee(s) of whole or part of the shares subject to his Option, who shall hold and/or exercise the transferred Option on behalf of the Grantee.

2.5.  Exercise Notice: The Option may be exercised by the Grantee or his Nominee(s), in whole or in part, at any time during the Exercise Period, by serving an Exercise Notice on the Company.

2.6.   Exercise: The Grantor agrees that he shall, upon receipt of the Exercise Notice, transfer to the Grantee (or his Nominee(s), as the case may be) any and all of the Option Shares specified in the Exercise Notice, free from all claims, liens, charges, pledges, mortgages, trust, equities and other encumbrances, and with all rights now or hereafter attaching thereto.  The Option shall be exercisable only in compliance with the laws and regulations of the PRC and the British Virgin Islands, and such Grantee (or his Nominee(s), as the case may be) shall complete any and all approval or registration procedures regarding the exercise of his Option at PRC competent authorities in accordance with applicable PRC laws and regulations.

2.7.   Transfer Notice: In case that a Grantee transfers any or all of his Option to one or more Nominee(s) in accordance with Clause 2.4 above, the Grantee shall serve a Transfer Notice on the Grantor.

2.8.   Transfer to Nominees: The Grantor agrees that he shall, upon receipt of the Transfer Notice, take all actions necessary to allow the Nominee(s) to be entitled to any or all of Option Shares specified in the Transfer Notice.   Upon exercise by any Nominee(s) of the transferred Option on behalf of the Grantee, the Grantee shall serve the Exercise Notice on the Grantor in his own name for the exercising Nominee(s).  Upon receipt of such Exercise Option, the Grantor shall issue to such Nominee(s) any and all of the relevant Option Shares in the same manner as specified in Clause 2.6.

2.9.   Payment of Exercise Price: Upon Exercise of the Option in whole or in part, the Grantee (or his Nominee(s), as the case may be) shall pay the Exercise Price to the Grantor.

2.10.   The Grantor’s Obligation upon Exercise: The Grantor agrees that upon the Exercise of any Option by a Grantee (or his Nominee(s)), he shall cause and procure the number of Option Shares provided in the Exercise Notice to be transferred to the Grantee (or his Nominee(s)) within seven (7) Business Days after the date of the Exercise Notice.

3.   INFORMATION, DISTRIBUTIONS AND ADJUSTMENTS

3.1.   Information: The Grantee shall be entitled to request from the Grantor at any time before the Completion, a copy of any information received from the Grantor which may be in the possession of the Grantor and, upon such request, the Grantor shall provide such information to the Grantee.

3.2.   Distributions: The Grantor agrees that each Grantee shall be entitled to all the Distributions in respect of his Option Shares.  In the event that any such Distributions have been received by the Grantor for any reason, the Grantor shall cause the existing shareholder at the request of the Grantee to pay an amount equivalent to the Distributions received to the Grantee.

3.3.   Adjustments: If, prior to the Completion, the Company shall effect any adjustment in its share capital (such as share split, share dividend, share combination or other similar acts), then the number of Option Shares and the Exercise Price shall be adjusted accordingly to take into account such adjustment.

4.   COMPLETION

4.1.   Time and Venue: Completion of the sale and purchase of the Option Shares pursuant to the Exercise shall take place at such place decided by the Grantee on the Completion Date and reasonably acceptable to the Grantor.  The parties agree that Hong Kong is a reasonable place for the completion of the sale.

4.2.   Business at Completion: At Completion of each Exercise, all (but not part only) of the following shall be transacted:

4.2.1   the exercising Grantee shall pay the Exercise Price to the Grantor by wire transfer or such other method as shall be reasonably acceptable to Grantor;

4.2.2   the Grantor shall, and to the extent that any action on the part of other shareholders or the directors is required, procure the then existing shareholders and directors of the Company to, within seven (7) Business Days after the date of Exercise Notice, deliver to the exercising Grantee (or his Nominee(s), same below) the following documents and take all corporate actions necessary to give effect to such delivery:

(a)   a share certificate or share certificates in respect of the number of the Option Shares exercised by the Grantee;

(b)   a certified true copy of the register of members of the Company updated to show the entry of the Grantee as the holder of the Option Shares so exercised; and

(c)   any other documents as the Grantee may reasonably believe necessary to give effect to the transfer of the exercised Option Shares.

5.   CONFIDENTIALITY

The transaction contemplated hereunder and any information exchanged between the Parties pursuant to this Agreement will be held in complete and strict confidence by the concerned Parties and their respective advisors, and will not be disclosed to any person except: (i) to the Parties’ respective officers, directors, employees, agents, representatives, advisors, counsel and consultants that reasonably require such information and who agree to comply with the obligation of non-disclosure pursuant to this Agreement; (ii) with the express prior written consent of the other Party; or (iii) as may be required to comply with any applicable law, order, regulation or ruling, or an order, request or direction of a government agency; provided, however, that the foregoing shall not apply to information that: (1) was known to the receiving Party prior to its first receipt from the other Party; (2) becomes a matter of public knowledge without the fault of the receiving Party; or (3) is lawfully received by the Party from a third person with no restrictions on its further dissemination.

6.   GRANTOR’S UNDERTAKINGS

Without the prior written consent of Grantee, the Grantor shall not and shall procure the Company not to, (i) issue or create any new shares, equity, registered capital, ownership interest, or equity-linked securities, or any options or warrants that are directly convertible into, or exercisable or exchangeable for, shares, equity, registered capital, ownership interest, or equity-linked securities of the Company, or other similar equivalent arrangements, (ii) alter the shareholding structure of the Company (other than as a result of the transfer of existing shares pursuant to this agreement), (iii) cancel or otherwise alter the Option Shares, (iv) amend the register of members or the memorandum and articles of association of the Company, (v) liquidate or wind up the Company, or (vi) act or omit to act in such a way that would be detrimental to the interest of the Grantee in the Option Shares.  The Grantor shall disclose to the Grantee true copies of all the financial, legal and commercial documents of the Company and the resolutions of the shareholders and the board of directors.

7.   MISCELLANEOUS

7.1.   Indulgence, Waiver Etc: No failure on the part of any Party to exercise and no delay on the part of such Party in exercising any right hereunder will operate as a release or waiver thereof, nor will any single or partial exercise of any right under this Agreement preclude any other or further exercise of it or any other right or remedy.

7.2.   Effective Date and Continuing Effect of Agreement: This Agreement shall take effect from the Effective Date.  All provisions of this Agreement shall not, so far as they have not been performed at Completion, be in any respect extinguished or affected by Completion or by any other event or matter whatsoever and shall continue in full force and effect so far as they are capable of being performed or observed, except in respect of those matters then already performed.

7.3.   Successors and Assigns: This Agreement shall be binding on and shall ensure for the benefit of each of the Parties' successors and permitted assigns. Any reference in this Agreement to any of the Parties shall be construed accordingly.

7.4.   Further Assurance: At any time after the date of this Agreement, each of the Parties shall, and shall use its best endeavors to procure that any necessary third party shall, execute such documents and do such acts and things as any other Party may reasonably require for the purpose of giving to such other Party the full benefit of all the provisions of this Agreement.

7.5.   Remedies: No remedy conferred by any of the provisions of this Agreement is intended to be exclusive of any other remedy which is otherwise available at law, in equity, by statute or otherwise, and each and every other remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law, in equity, by statute or otherwise. The election of any one or more of such remedies by any Party shall not constitute a waiver by such Party of the right to pursue any other available remedies.

7.6.   Severability of Provisions: If any provision of this Agreement is held to be illegal, invalid or unenforceable in whole or in part in any jurisdiction, this Agreement shall, as to such jurisdiction, continue to be valid as to its other provisions and the remainder of the affected provision; and the legality, validity and enforceability of such provision in any other jurisdiction shall be unaffected.

7.7.   Governing Law: This Agreement shall be governed by, and construed in accordance with, the laws of the British Virgin Islands.

7.8.   Dispute Resolution: In the event of any dispute, claim or difference (the "Dispute") between any Parties arising out of or in connection with this Agreement, the Dispute shall be resolved in accordance with the following:

(a) Negotiation between Parties; Mediations.  The Parties agree to negotiate in good faith to resolve any Dispute.  If the negotiations do not resolve the Dispute to the reasonable satisfaction of all parties within thirty (30) days, subsection (b) below shall apply.

 (b) Arbitration.  In the event the Parties are unable to settle a Dispute in accordance with subsection (a) above, such Dispute shall be referred to and finally settled by arbitration at Hong Kong International Arbitration Centre in accordance with the UNCITRAL Arbitration Rules (the “UNCITRAL Rules”) in effect, which rules are deemed to be incorporated by reference into this subsection (b).  The arbitration tribunal shall consist of three arbitrators to be appointed according to the UNCITRAL Rules.  The language of the arbitration shall be English.

7.9.   Counterparts: This Agreement may be signed in any number of counterparts, all of which taken together shall constitute one and the same instrument.  Any Party hereto may enter into this Agreement by signing any such counterpart.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF the Parties hereto have executed this Agreement on the date first above written.

The Grantor

By: /s/ Wei Qin

Name: QIN, Wei

IN WITNESS WHEREOF the Parties hereto have executed this Agreement on the date first above written.

The Grantee

By: /s/ Yanbin Wang__

Name: WANG, Yanbin

SCHEDULE A

Grantee and Option Shares

Grantee	ID Card/Passport Number	Number of Option Shares	Exercise Price
WANG, Yanbin	232126197206290839	10,000 ordinary shares	USD 0.01 per share

SCHEDULE B

Part I

Form of Exercise Notice

To:  QIN Wei(the “Grantor”)

        and Board of Directors of Fortune Fame International Limited

From: WANG, Yanbin (the “Grantee”)

 We refer to the Incentive Option Agreement (the "Option Agreement") dated February 5, 2010 made between the Grantee and the Grantor.  Terms defined in the Option Agreement shall have the same meanings as used herein.

 We hereby give you notice that we require you to sell to us / [Nominees' names] in accordance with the terms and conditions of the Option Agreement, the following Option Shares at the Exercise Price set out below, subject to the terms and conditions set out in the Option Agreement. Completion shall take place at [     ] on [                   ] at the office of Fortune Fame International Limited in China

Grantee	Option Shares	Exercise Price
WANG, Yanbin		USD 0.01 per share

Dated [                                     ]

Yours faithfully

___________________________

Name: WANG Yanbin

 [Grantee]

Party II

Form of Transfer Notice

To:  QIN Wei(the “Grantor”)

        and Board of Directors of Fortune Fame International Limited

From: WANG, Yanbin (the “Grantee”)

 We refer to the Incentive Option Agreement (the "Option Agreement") dated February 5, 2010 made between the Grantee and the Grantor.  Terms defined in the Option Agreement shall have the same meanings as used herein.

 We hereby give you notice that we will transfer to [Nominees' names] the following portion of the Option, expressed in terms of the number of Option Shares represented by the portion of the Option transferred in accordance with the terms and conditions of the Option Agreement,.

Grantee	Nominees	Option Shares Represented
WANG, Yanbin		USD 0.01 per share

Dated [                                           ]

Yours faithfully

___________________________

Name: WANG, Yanbin

 [Grantee]

EX-10.8

Exhibit 10.8

INCENTIVE OPTION AGREEMENT

BETWEEN

QIN Wei

AND

ZHANG Honghai

Date: February 5, 2010

 THIS INCENTIVE OPTION AGREEMENT (this "Agreement") is made on February 5, 2010 by and between QIN Wei, a New Zealand citizen (the "Grantor") and ZHANG, Honghai ("Grantee").

 The Grantor and the Grantee are collectively referred to as the "Parties" and each of them as a "Party".

 Whereas, the Grantor owns 10,000 (100%) issued and outstanding shares of Fame Ever Limited (the “Company”), a British Virgin Islands company.

 Whereas, the Grantee has contributed to the growth of Fame Ever Limited. The Grantee has agreed to be, or continuously be, a director, chairman, CEO or other executive officer of Fame Ever Limitednot less than three years. In consideration of the Grantee’s contributions to Fame Ever Limitedand as an incentive to the Grantee to continue his commitment to Fame Ever Limited, the Grantor has agreed to grant to the Grantee, and the Grantee has agreed to accept from the Grantor, an incentive option (the “Option”) to purchase certain number of ordinary shares of Fame Ever Limited (the "Option Shares") as set forth in Schedule A to this Agreement.

 NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1.   DEFINITIONS

1.1.   Defined Terms : In this Agreement (including the Recitals and the Schedules), unless the context otherwise requires, the following words and expressions shall have the following meanings:

"Business Day" means a day (other than Saturdays, Sundays and public holidays) on which banks are generally open for business in China;

"China" or "PRC" means the People's Republic of China;

"Completion Date" means the date falling seven (7) Business Days after the service of the Exercise Notice by the Grantee on the Company;

"Completion" means the completion of the sale to and purchase by the Grantee of the Option Shares under this Agreement;

"Distributions" means any cash proceeds arising from or in respect of, or in exchange for, or accruing to or in consequence of the Option Shares from the Effective Date to the Completion Date, including without limitation the Dividends.

"Dividends" means the dividends declared by the Company and accrued in respect of the Option Shares (whether or not such dividends shall have been paid and received by the Grantee);

"Effective Date" means the date of execution of this Agreement;

"Exercise" means the exercise by the Grantee or his Nominee(s) of the Option pursuant to the terms of this Agreement;

"Exercise Notice" means the notice substantially in the form set out in Part I of Schedule B;

"Exercise Price" means the exercise price to be paid by the Grantee to the Grantor in respect of the Option Shares issued to such Grantee as set forth opposite his name in Schedule A;

"Nominee" means such person nominated by a Grantee in the Transfer Notice to be the transferee of the Option or Option Shares;

"Option Effective Date" has the meaning ascribed to it in Clause 2.3;

"RMB" means the lawful currency of China;

"Transfer Notice" means the notice substantially in the form set out in Part II of Schedule B;

"US$" or "United States Dollar" means the lawful currency of the United States of America.

1.2.1   Interpretation: Except to the extent that the context requires otherwise:

1.2.1   words denoting the singular shall include the plural and vice versa; words denoting any gender shall include all genders; words denoting persons shall include firms and corporations and vice versa;

1.2.2   any reference to a statutory provision shall include such provision and any regulations made in pursuance thereof as from time to time modified or re-enacted whether before or after the date of this Agreement and (so far as liability thereunder may exist or can arise) shall include also any past statutory provisions or regulations (as from time to time modified or re-enacted) which such provisions or regulations have directly or indirectly replaced;

1.2.3   the words "written" and "in writing" include any means of visible reproduction;

1.2.4   any reference to "Clauses", "Recitals" and "Schedules" are to be construed as references to clauses and recitals of, and schedules to, this Agreement; and

1.2.5   any reference to a time of day is a reference to China time unless provided otherwise.

1.3.   Headings: The headings in this Agreement are inserted for convenience only and shall be ignored in construing this Agreement.

2.   OPTION

2.1.   Option: In consideration of the contributions which Grantee has made to the Company and his continuing commitment to the Company, the Grantor hereby irrevocably and unconditionally grants to such Grantee an Option for such Grantee to acquire from the Grantor, at the Exercise Price, at any time during the Exercise Period (defined below), to the extent that the Option has vested, any or all of the Option Shares set forth opposite such Grantee’s in Schedule A hereto, free from all claims, liens, charges, pledges, mortgages, trust, equities and other encumbrances, and with all rights attaching thereto on the Completion Date.

2.2.   Vesting Schedule: Subject to the terms and conditions hereto, the Option may be exercised, in whole or in part, in accordance with the following schedule:   34% of the Option Shares subject to the Option shall vest and become exercisable on the sixty-first (61st) day following the end of 2009 fiscal year, 33% of the Option Shares subject to the Option shall vest and become exercisable on the sixty-first (61st) day following the end of 2010 fiscal year and 33% of the Option Shares subject to the Option shall vest and become exercisable on the sixty-first (61st) day following the end of 2011 fiscal year).

2.3.   Exercise Period: The Option shall vest and become effective and exercisable at the times commencing on the dates set forth in Section 2.2 (the “Option Effective Date”) and shall expire five years from the date of the Option.  The Option may be exercised by the Grantee (or his Nominee on behalf of the Grantee), to the extent that the Option shall have vested, and only to that extent, at any time prior to five years from the date of this Option (“Exercise Period”).

2.4.   Nominees: The Grantee may, at any time during the Exercise Period, at his sole discretion, nominate one or more person(s) (each a “Nominee”) to be the transferee(s) of whole or part of the shares subject to his Option, who shall hold and/or exercise the transferred Option on behalf of the Grantee.

2.5.   Exercise Notice: The Option may be exercised by the Grantee or his Nominee(s), in whole or in part, at any time during the Exercise Period, by serving an Exercise Notice on the Company.

2.6.   Exercise: The Grantor agrees that he shall, upon receipt of the Exercise Notice, transfer to the Grantee (or his Nominee(s), as the case may be) any and all of the Option Shares specified in the Exercise Notice, free from all claims, liens, charges, pledges, mortgages, trust, equities and other encumbrances, and with all rights now or hereafter attaching thereto.  The Option shall be exercisable only in compliance with the laws and regulations of the PRC and the British Virgin Islands, and such Grantee (or his Nominee(s), as the case may be) shall complete any and all approval or registration procedures regarding the exercise of his Option at PRC competent authorities in accordance with applicable PRC laws and regulations.

2.7.   Transfer Notice: In case that a Grantee transfers any or all of his Option to one or more Nominee(s) in accordance with Clause 2.4 above, the Grantee shall serve a Transfer Notice on the Grantor.

2.8.   Transfer to Nominees: The Grantor agrees that he shall, upon receipt of the Transfer Notice, take all actions necessary to allow the Nominee(s) to be entitled to any or all of Option Shares specified in the Transfer Notice.   Upon exercise by any Nominee(s) of the transferred Option on behalf of the Grantee, the Grantee shall serve the Exercise Notice on the Grantor in his own name for the exercising Nominee(s).  Upon receipt of such Exercise Option, the Grantor shall issue to such Nominee(s) any and all of the relevant Option Shares in the same manner as specified in Clause 2.6.

2.9.   Payment of Exercise Price: Upon Exercise of the Option in whole or in part, the Grantee (or his Nominee(s), as the case may be) shall pay the Exercise Price to the Grantor.

2.10.   The Grantor’s Obligation upon Exercise: The Grantor agrees that upon the Exercise of any Option by a Grantee (or his Nominee(s)), he shall cause and procure the number of Option Shares provided in the Exercise Notice to be transferred to the Grantee (or his Nominee(s)) within seven (7) Business Days after the date of the Exercise Notice.

3.   INFORMATION, DISTRIBUTIONS AND ADJUSTMENTS

3.1.   Information: The Grantee shall be entitled to request from the Grantor at any time before the Completion, a copy of any information received from the Grantor which may be in the possession of the Grantor and, upon such request, the Grantor shall provide such information to the Grantee.

3.2.   Distributions: The Grantor agrees that each Grantee shall be entitled to all the Distributions in respect of his Option Shares.  In the event that any such Distributions have been received by the Grantor for any reason, the Grantor shall cause the existing shareholder at the request of the Grantee to pay an amount equivalent to the Distributions received to the Grantee.

3.3.   Adjustments: If, prior to the Completion, the Company shall effect any adjustment in its share capital (such as share split, share dividend, share combination or other similar acts), then the number of Option Shares and the Exercise Price shall be adjusted accordingly to take into account such adjustment.

4.   COMPLETION

4.1.   Time and Venue: Completion of the sale and purchase of the Option Shares pursuant to the Exercise shall take place at such place decided by the Grantee on the Completion Date and reasonably acceptable to the Grantor.  The parties agree that Hong Kong is a reasonable place for the completion of the sale.

4.2.   Business at Completion: At Completion of each Exercise, all (but not part only) of the following shall be transacted:

4.2.1   the exercising Grantee shall pay the Exercise Price to the Grantor by wire transfer or such other method as shall be reasonably acceptable to Grantor;

4.2.2   the Grantor shall, and to the extent that any action on the part of other shareholders or the directors is required, procure the then existing shareholders and directors of the Company to, within seven (7) Business Days after the date of Exercise Notice, deliver to the exercising Grantee (or his Nominee(s), same below) the following documents and take all corporate actions necessary to give effect to such delivery:

(a)   a share certificate or share certificates in respect of the number of the Option Shares exercised by the Grantee;

(b)   a certified true copy of the register of members of the Company updated to show the entry of the Grantee as the holder of the Option Shares so exercised; and

(c)   any other documents as the Grantee may reasonably believe necessary to give effect to the transfer of the exercised Option Shares.

5.   CONFIDENTIALITY

The transaction contemplated hereunder and any information exchanged between the Parties pursuant to this Agreement will be held in complete and strict confidence by the concerned Parties and their respective advisors, and will not be disclosed to any person except: (i) to the Parties’ respective officers, directors, employees, agents, representatives, advisors, counsel and consultants that reasonably require such information and who agree to comply with the obligation of non-disclosure pursuant to this Agreement; (ii) with the express prior written consent of the other Party; or (iii) as may be required to comply with any applicable law, order, regulation or ruling, or an order, request or direction of a government agency; provided, however, that the foregoing shall not apply to information that: (1) was known to the receiving Party prior to its first receipt from the other Party; (2) becomes a matter of public knowledge without the fault of the receiving Party; or (3) is lawfully received by the Party from a third person with no restrictions on its further dissemination.

6.   GRANTOR’S UNDERTAKINGS

Without the prior written consent of Grantee, the Grantor shall not and shall procure the Company not to, (i) issue or create any new shares, equity, registered capital, ownership interest, or equity-linked securities, or any options or warrants that are directly convertible into, or exercisable or exchangeable for, shares, equity, registered capital, ownership interest, or equity-linked securities of the Company, or other similar equivalent arrangements, (ii) alter the shareholding structure of the Company (other than as a result of the transfer of existing shares pursuant to this agreement), (iii) cancel or otherwise alter the Option Shares, (iv) amend the register of members or the memorandum and articles of association of the Company, (v) liquidate or wind up the Company, or (vi) act or omit to act in such a way that would be detrimental to the interest of the Grantee in the Option Shares.  The Grantor shall disclose to the Grantee true copies of all the financial, legal and commercial documents of the Company and the resolutions of the shareholders and the board of directors.

7.   MISCELLANEOUS

7.1.   Indulgence, Waiver Etc: No failure on the part of any Party to exercise and no delay on the part of such Party in exercising any right hereunder will operate as a release or waiver thereof, nor will any single or partial exercise of any right under this Agreement preclude any other or further exercise of it or any other right or remedy.

7.2.   Effective Date and Continuing Effect of Agreement: This Agreement shall take effect from the Effective Date.  All provisions of this Agreement shall not, so far as they have not been performed at Completion, be in any respect extinguished or affected by Completion or by any other event or matter whatsoever and shall continue in full force and effect so far as they are capable of being performed or observed, except in respect of those matters then already performed.

7.3.   Successors and Assigns: This Agreement shall be binding on and shall ensure for the benefit of each of the Parties' successors and permitted assigns. Any reference in this Agreement to any of the Parties shall be construed accordingly.

7.4.   Further Assurance: At any time after the date of this Agreement, each of the Parties shall, and shall use its best endeavors to procure that any necessary third party shall, execute such documents and do such acts and things as any other Party may reasonably require for the purpose of giving to such other Party the full benefit of all the provisions of this Agreement.

7.5.   Remedies: No remedy conferred by any of the provisions of this Agreement is intended to be exclusive of any other remedy which is otherwise available at law, in equity, by statute or otherwise, and each and every other remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law, in equity, by statute or otherwise. The election of any one or more of such remedies by any Party shall not constitute a waiver by such Party of the right to pursue any other available remedies.

7.6.   Severability of Provisions: If any provision of this Agreement is held to be illegal, invalid or unenforceable in whole or in part in any jurisdiction, this Agreement shall, as to such jurisdiction, continue to be valid as to its other provisions and the remainder of the affected provision; and the legality, validity and enforceability of such provision in any other jurisdiction shall be unaffected.

7.7.   Governing Law: This Agreement shall be governed by, and construed in accordance with, the laws of the British Virgin Islands.

7.8.   Dispute Resolution: In the event of any dispute, claim or difference (the "Dispute") between any Parties arising out of or in connection with this Agreement, the Dispute shall be resolved in accordance with the following:

(a) Negotiation between Parties; Mediations.  The Parties agree to negotiate in good faith to resolve any Dispute.  If the negotiations do not resolve the Dispute to the reasonable satisfaction of all parties within thirty (30) days, subsection (b) below shall apply.

 (b) Arbitration.  In the event the Parties are unable to settle a Dispute in accordance with subsection (a) above, such Dispute shall be referred to and finally settled by arbitration at Hong Kong International Arbitration Centre in accordance with the UNCITRAL Arbitration Rules (the “UNCITRAL Rules”) in effect, which rules are deemed to be incorporated by reference into this subsection (b).  The arbitration tribunal shall consist of three arbitrators to be appointed according to the UNCITRAL Rules.  The language of the arbitration shall be English.

7.9.   Counterparts: This Agreement may be signed in any number of counterparts, all of which taken together shall constitute one and the same instrument.  Any Party hereto may enter into this Agreement by signing any such counterpart.

 [SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF the Parties hereto have executed this Agreement on the date first above written.

The Grantor

By: /s/ Wei Qin

Name: QIN, Wei

IN WITNESS WHEREOF the Parties hereto have executed this Agreement on the date first above written.

The Grantee

By: /s/ Honghai Zhang

Name: ZHANG, Honghai

SCHEDULE A

Grantee and Option Shares

Grantee	ID Card/Passport Number	Number of Option Shares	Exercise Price
ZHANG, Honghai	152101197903162413	10,000 ordinary shares	USD 0.01 per share

{00115517.DOC.1}

SCHEDULE B

Part I

Form of Exercise Notice

To:  QIN Wei(the “Grantor”)

        and Board of Directors of Fame Ever Limited

From: ZHANG, Honghai (the “Grantee”)

 We refer to the Incentive Option Agreement (the "Option Agreement") dated February 5, 2010 made between the Grantee and the Grantor.  Terms defined in the Option Agreement shall have the same meanings as used herein.

 We hereby give you notice that we require you to sell to us / [Nominees' names] in accordance with the terms and conditions of the Option Agreement, the following Option Shares at the Exercise Price set out below, subject to the terms and conditions set out in the Option Agreement. Completion shall take place at [] on [                   ] at the office of Fame Ever Limited in China.

Grantee	Option Shares	Exercise Price
ZHANG, Honghai		USD 0.01 per share

Dated [                                     ]

Yours faithfully

___________________________

Name: ZHANG, Honghai

 [Grantee]

Party II

Form of Transfer Notice

To:  QIN Wei(the “Grantor”)

        and Board of Directors of Fame Ever Limited

From: ZHANG, Honghai (the “Grantee”)

 We refer to the Incentive Option Agreement (the "Option Agreement") dated February 5, 2010 made between the Grantee and the Grantor.  Terms defined in the Option Agreement shall have the same meanings as used herein.

 We hereby give you notice that we will transfer to [Nominees' names] the following portion of the Option, expressed in terms of the number of Option Shares represented by the portion of the Option transferred in accordance with the terms and conditions of the Option Agreement,.

Grantee	Nominees	Option Shares Represented
ZHANG, Honghai

Dated [                                           ]

Yours faithfully

___________________________

Name: ZHANG, Honghai

 [Grantee]

EX-99.1

Exhibit 99.1

Rodobo International, Inc. Completed Acquisitions

of three Chinese Dairy Companies which will expand the company’s production capacity from 200 tons to 1,200 tons per day

Nevada, U.S. & Harbin, China—February 8, 2010--Rodobo International, Inc. (OTCBB: RDBO) announced its completion of the acquisition of three dairy companies in the People’s Republic of China (the “Acquisitions”), through the mergers of Ewenkeqi Beixue Diary Co, Ltd ( “Ewenkeqi Beixue” ), Hulunbeier Beixue Diary Co., Ltd (“Hulunbeier Beixue”), and Hulunbeier Hailaer Beixue Diary Factory (“Hulunbeier Hailaer Beixue”, and together with Ewenkeqi Beixue and Hulunbeier Beixue, are sometimes hereinafter collectively referred to as “Beixue Group”) with and into the Company’s wholly owned subsidiary Tengshun Technology and Development Co., Ltd. (“Tenhshun Tech”).  All three companies of Beixue Group are located in Inner Mongolia, where is one of China’s largest suppliers of raw milk.  After the Acquisitions, Rodobo’s daily production capacity is expected to increase by six folds, from the current 200 tons per day, to about 1,200 tons per day.

Pursuant to the Equity Transfer Agreements entered into on February 5, 2010, the Company paid RMB500,000 (approximately $73,236) in cash and issued 800,000 shares of the Company’s common stock , par value $.0001 per share (the “Common Stock”) in exchange for 100% of the equity interest in Ewenkeqi Beixue;  RMB1,000,000 (approximately $146,473) in cash and 1,000,000 shares of Common Stock in exchange for 100% of the equity interest in Hulunbeier Beixue; and RMB600,000 (approximately $87,884) in cash, 8,800,000 shares of Common Stock and 2,000,000 shares of Series A Preferred Stock in exchange for 100% of the equity interest in Hulunbeier Hailaer Beixue. Each share of the Series A Preferred stock has the right to six votes per share, voting along with the Common Stock as one class, but otherwise does not have any other rights of a shareholder. Based on independent valuation reports issued by Beijing Haohai Tongfang Assets Appraisal Co., Ltd, dated as of February 4, 2010, Ewenkeqi Beixue, Hulunbeier Beixue and Hulunbeier Hailaer Beixue have a total net asset value of over USD 30 million.

Mr. Yanbin Wang, the Chairman, Chief Executive Officer and a major stockholder of Rodobo, owned 51% of the equity interest in Hulunbeier Beixue and Ewenkeqi Beixue prior to the merger.

“We are extremely happy to complete the acquisition of Beixue Group,” said Mr. Yanbin Wang, Chairman and CEO of Rodobo, “It is an exciting milestone for the long term growth strategy of Rodobo.  We believe this synergic acquisition will enable us to further consolidate our safe, secure and sustainable milk supply to keep pace with the growing demand of our milk powder products for the Chinese consumer.  We expect that this acquisition will increases our distribution channel as well as our production capacity. ” Mr. Wang concluded, “We view the acquisition of the Beixue Group as a major opportunity to expand our brand and make further inroads into the milk products market in China.”

Complete information regarding the acquisitions, as well as the terms of the equity transfer agreements, securities purchase agreement, and Beixue’s audited financial statements, will be disclosed in a Current Report on Form 8-K to be filed by Rodobo with the Securities and Exchange Commission.

About Rodobo

Rodobo is a leading producer and distributor of powdered milk formula products in China. The Company is currently one of the largest non-state-owned dairy companies in China and its major products include Formula Milk Powder for infants, children, middle-aged and elderly people in China and Whole Milk Powder.

About Beixue Group

Beixue Group is principally engaged in the production, manufacturing and distribution of milk powder and is one of the largest companies in term of production capacity based in Inner Mongolia Province. With more than 200 employees, Beixue Group has raw milk processing capacity of 200 tons per day and has developed markets in over 20 provinces.

Cautionary Note Regarding Forward Looking Statements

This press release and the statements of representatives of Rodobo International, Inc., and related entities (collectively, the “Company”) related thereto contain, or may contain, among other things, “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact included herein are “forward-looking statements,” including statements regarding: the impact of the acquisitions of the Beixue Group on the business and operations of the Company; the ability of the Company to achieve its commercial objectives; the business strategy, plans and objectives of the Company; and any other statements of non-historical information. These forward-looking statements are subject to significant involve known and unknown risks and uncertainties ad are often identified by the use of forward-looking terminology such as “projects,” “may,” “could,” “would,” “should,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” or similar expressions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the periodic reports that are filed with the Securities and Exchange Commission and available on its website (http://www.sec.gov). All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. The Company undertakes no duty to update these forward-looking statements except as required by law.

Contact:

Xiuzhen Qiao

Rodobo International, Inc.

Tel:    +86-451-8226-5922

Email: qiaozhen1973@163.com