8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  October 10, 2011

China Infrastructure Investment Corporation

(Exact Name of Registrant as Specified in Charter)

Nevada	001-34150	88-0484183
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Room D, 2F, Building 12, Xinxin Huayuan, Jinshui Road,

Zhengzhou, Henan Province

The People’s Republic of China

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: 011-86-357-2754377

(Former Name or Former Address, if Changed Since Last Report)

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

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

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

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

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

Item 1.01 – Entry into a Material Definitive Agreement.

On October 10, 2011, China Infrastructure Investment Corporation (the “Company”) and Pingdingshan Pinglin Expressway Co., Ltd., an indirect, wholly-owned subsidiary of the Company (“Pingdingshan Pinglin”) entered into a Loan Set-Off Agreement (the “Loan Set-Off Agreement”) with Pingdingshan Tai Ao Expressway Co., Ltd. (“Pingdingshan Tai Ao”), Henan Shengrun Real Estate Co., Ltd. (“Henan Shengrun”) and Zhengzhou Simian Real Estate Co., Ltd. (“Zhengzhou Simian”) for the purpose of setting off and discharging a note receivable from Pingdingshian Tai Ao to Pingdingshan Pinglin in the amount of $57,169,593 (the “Outstanding Note Receivable”). Pursuant to the terms of the Loan Set-Off Agreement, the parties agreed to cancel the Outstanding Note Receivable due and payable to Pingdingshan Pinglin in consideration for the transfer by Henan Shengrun of 51% of its ownership interests in certain real property located in Zhengzhou, Henan Province, China. The parties agreed to effect transfer of the real estate interests by the entry of Henan Shengrun into VIE arrangements for the benefit of Pingdingshan Pinglin with respect to 51% of the ownership interests of Henan Shengrun in Zhengzhou Simian, a corporation that owns the real estate. The parties agreed that such VIE arrangements will be memorialized pursuant to the forms of exclusive business cooperation agreement, exclusive option agreement, equity pledge agreement and power of attorney (the “Simian VIE Arrangements”). Zhengzhou Simian held net assets of US$112,097,242 pursuant to its audited balance sheet as of June 30, 2011 (including real estate assets with an audited balance of real estate under development at approximately US$131 million, which currently appraised at a value of RMB1,000,000,000 Yuan (approximately US$157 million) (pursuant to an appraisal conducted by America Appraisal, the report of which is attached thereto as Exhibit B to the Loan Set-Off Agreement). The audited financial statements of Zhengzhou Simian for the years ended June 30, 2011 and June 30, 2010 are attached hereto as Exhibit 99.1.

The entry by the Company into the Loan Set-Off Agreement was preceded by provisions for bad debt expense made by the Company as of June 30, 2011 equal to $66,502,996 with respect to amounts owed to Pingdingshan Pinglin by PingdingshanTai Ao, and equal to $83,087,504 with respect to amounts owed to Pingdingshan Pinglin by Zhumadian Xinyang Expressway Co., Ltd. (“Zhumadian Xinyang”) (collectively, the “June Provisions”). Following the June Provisions, Pingdingshan Pinglin retained the Outstanding Note Receivable, which has been set-off and discharged by the Loan Set-Off Agreement.

Pingdingshan Tai Ao, Zhumadian Xinyang and Henan Shengrun are controlled by Mr. Li Xipeng, Chairman of the Board of Directors, Chief Executive Officer and major shareholder of the Company. Zhengzhou Simian is a wholly owned subsidiary of Henan Shengrun. Mr. Li owns 51% of the equity interests in Henan Shengrun and Ms. Shu Pujuan, Mr. Li’s wife, owns 49% of the equity interests in Henan Shengrun. Aside from the foregoing, as of the date of the execution of the Loan Set-Off Agreement and the Simian VIE Arrangements, there were no other material relationships among the Company, Pingdingshan Tai Ao, Henan Shengrun and Zhengzhou Simian.

Summaries of the exclusive cooperation agreement, exclusive option agreement, equity pledge agreement and power of attorney, which collectively comprise the Simian VIE Arrangements, are set forth below:

Exclusive Business Cooperation Agreement

Pursuant to an Exclusive Business Cooperation Agreement entered into between Pingdingshan Pinglin and Zhengzhou Simian on October 10, 2011, Pingdingshan Pinglin has the exclusive right to provide complete technical support, business support and related consulting services, which include, among others, technical services, business consultations, equipment or property leasing, marketing consultancy, system integration, product research and development and system maintenance. Zhengzhou Simian agreed to pay the service fee on a monthly basis to Pingdingshan Pinglin equal to 51% of the monthly net income of Zhengzhou Simian. This agreement is subject to renewal at the option of Pingdingshan Pinglin. Pingdingshan Pinglin has the right to early termination of this agreement for any reason upon a 30 days’ prior written notice. Zhengzhou Simian only has the right to early termination of this agreement in the event of the gross negligence of, or fraudulent acts, by Pingdingshan Pinglin.

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Exclusive Option Agreement

Under an Exclusive Option Agreement dated October 10, 2011 entered into among Pingdingshan Pinglin, Henan Shengrun and Zhengzhou Simian, Henan Shengrun has irrevocably granted to Pingdingshan Pinglin or its designated person, an exclusive option to purchase, to the extent permitted by PRC law, its 51% equity interests in Zhengzhou Simian for a purchase price of RMB10 Yuan. Pingdingshan Pinglin or its designated person has the sole discretion to decide when to exercise the option, whether in part or in full. The Exclusive Option Agreement has a ten-year term, subject to renewal at Pingdingshan Pinglin’s election.

Equity Interest Pledge Agreement

Under the Equity Interest Pledge Agreement dated October 10, 2011, entered into among Pingdingshan Pinglin, Henan Shengrun and Zhengzhou Simian, Henan Shengrun pledged its 51% equity interests in Zhengzhou Simian to guarantee Zhengzhou Simian’s performance of its obligations under the Exclusive Business Cooperation Agreement. If Zhengzhou Simian fails to perform its payment obligations under the Exclusive Business Cooperation Agreement, or if Henan Shengrun or Zhengzhou Simian breaches its respective contractual obligations under the agreement, or upon the occurrence of an event of default, Pingdingshan Pinglin is entitled to certain rights, including the right to dispose of the pledged equity interests. Henan Shengrun agreed not to dispose of the pledged equity interests or take any actions that would prejudice Pingdingshan Pinglin’s interests. The pledge became effective on such date when the pledge of the equity interest has been registered with relevant administration for industry and commerce. The Equity Interest Pledge Agreement will be valid until all the payments due under the Exclusive Business Cooperation Agreement have been paid by Zhengzhou Simian and Zhengshou Simian no longer has any obligations under the Exclusive Business Cooperation Agreement. The equity pledge will remain in effect until all payments due under the Exclusive Business Cooperation are paid in full by Zhengzhou Simian.

Power of Attorney

Under the irrevocable Power of Attorney dated on October 10, 2011, Henan Shengrun, the sole shareholder of Zhengzhou Simian, has granted to Pingdingshan Pinglin the power to exercise its voting rights with respect to its 51% equity interests in Zhengzhou Simian in stockholders’ meetings, including, but not limited to, the power to determine the sale, pledge or transfer of, or otherwise dispose of Henan Shengrun’s equity interests in Zhengzhou Simian, and to appoint and elect the directors, the legal representative (chairperson), chief executive officer and other senior management of Zhengzhou Simian.

The real property transferred to Pingdingshan Pinglin comprises four land parcels with a total site area of approximately 137,090.10 square meters, located at North of Shenchi Road, East of Jinxiu Road, South of Mianfangbei Road, West of Gongren Road, Zhengzhou, Henan Province, China (“Simian Real Estate”). The Simian Real Estate is owned by Zhengzhou Simian.

In conjunction with execution of the Loan Set-off Agreement and the Simian VIE Agrrangements, the Company engaged the firm of American Appraisal China Limited (“American Appraisal”) to perform an independent appraisal of the Simian Real Estate. American Appraisal appraised the fair market value of the Simian Real Estate as of June 30, 2011 to be RMB1 billion, or approximately US$157 million.

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The foregoing description of the Loan Set-Off Agreement, Exclusive Business Cooperation Agreement, Exclusive Option Agreement, Equity Interest Pledge Agreement and Power of Attorney does not purport to be complete and is qualified in its entirety by reference to each complete text of the Loan Set-Off Agreement, Exclusive Business Cooperation Agreement, Exclusive Option Agreement, Equity Interest Pledge Agreement and Power of Attorney, which are filed as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
10.1	Loan Set-off Agreement dated October 10, 2011
10.2	Exclusive Business Cooperation Agreement dated October 10, 2011
10.3	Exclusive Option Agreement dated October 10, 2011
10.4	Equity Interest Pledge Agreement dated October 10, 2011
10.5	Power of Attorney dated October 10, 2011
99.1	Audited Financial Statements of Zhengzhou Simian Real Estate Co., Ltd.

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SIGNATURE

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

Dated: October 13, 2011	China Infrastructure Investment Corporation
	By:	/s/ Li Xipeng
		Name: Li Xipeng
		Title:   Chief Executive Officer, Chairman of Board of Directors

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Exhibit Index

Exhibit No.	Description
10.1	Loan Set-off Agreement dated October 10, 2011
10.2	Exclusive Business Cooperation Agreement dated October 10, 2011
10.3	Exclusive Option Agreement dated October 10, 2011
10.4	Equity Interest Pledge Agreement dated October 10, 2011
10.5	Power of Attorney dated October 10, 2011
99.1	Audited Financial Statements of Zhengzhou Simian Real Estate Co., Ltd.

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EX-10.1

EXECUTION COPY

October 10, 2011

Pingdingshan Tai Ao Expressway Co., Ltd.

North 30, Jianshe Road, Pingdingshan City,

Henan Province, China

Henan Shengrun Real Estate Co., Ltd.

No.3 25th Floor Unit 1, No.1 Building, 219 Jinshui Road, Zhengzhou，

Henan Province, China

Zhengzhou Simian Real Estate Co., Ltd.

2 Mianfang West Road, Zhongyuan District, Zhengzhou，

Henan Province, China

Loan Set-Off Agreement

Gentlemen:

Reference is hereby made to the various loan agreements and loan renewal agreements set forth on Exhibit A hereto (collectively, the “Loan Agreements”) pursuant to which Pingdingshan Pinglin Expressway Co., Ltd. (“Pingdingshan Pinglin”), an indirect, wholly-owned subsidiary of China Infrastructure Investment Corporation (“CIIC”), lent certain amounts to Pingdingshan Tai Ao Expressway Co., Ltd. (“Pingdingshan Tai Ao”) and Zhumadian Xinyang Expressway Co., Ltd. (“Zhumadian Xinyang”).  Immediately preceding the June Provisions (as defined below), RMB1,215,794,786 Yuan (approximately US$188 million) of principal including advances to Pingdingshan Tai Ao in the amount of RMB258,889,121 Yuan (approximately US$40 million) and RMB120,599,079 Yuan (approximately US$19 million) of interest were due and outstanding in the aggregate under the Loan Agreements].  Reference is also hereby made to the provisions for bad debt expense made by the Company as of June 30, 2011 equal to $66,502,996 with respect to amounts owed by Pingdingshan Tai Ao, and equal to $83,087,504 with respect to amounts owed by Zhumadian Xinyang (collectively, the “June Provisions”).  Following the June Provisions, Pingdingshan Pinglin retained a note receivable from Pingdingshian Tai Ao in the amount of $57,169,593 (the “Outstanding Note Receivable”).

 Given that (i) the Outstanding Note Receivable is non-performing, and (ii) Henan Shengrun Real Estate Co., Ltd. (“Henan Shengrun”), an affiliate of Pingdingshan Tai Ao, owns 100% of the equity interests in Zhengzhou Simian Real Estate Co., Ltd. (“Simian Real Estate”), which respectively holds net assets of US$112,097,242 pursuant to its audited balance sheet as of June 30, 2011 (including real estate assets with an audited balance of real estate under development at approximately US$131 million, which currently appraised at a value of RMB1,000,000,000 Yuan (approximately US$157 million) (pursuant to an appraisal conducted by America Appraisal, the report of which is attached hereto as Exhibit B)), the parties hereto have agreed, subject to the terms and conditions set forth herein, to cancel the Outstanding Note Receivable in consideration for the transfer by Henan Shengrun of 51% of its ownership interests in Simian Real Estate to be effected by the entry of Henan Shengrun into VIE arrangements for the benefit of Pingdingshan Pinglin with respect to 51% of its ownership interests in Simian Real Estate.  The parties agree that such VIE arrangements shall be memorialized pursuant to the forms of exclusive business cooperation agreement, exclusive option agreement, equity pledge agreement and power of attorney attached hereto as Exhibits C through F, respectively, each of which shall be validly dated, executed and delivered as of the date hereof (the “Simian VIE Arrangements”).

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Except to the extent specifically set forth below, following satisfaction of the conditions set forth above to the satisfaction of CIIC and Pingdingshan Pinglin in their sole discretion, Pingdingshan Pinglin hereby acknowledges and agrees that (i) all obligations and liabilities of Pingdingshan Tai Ao, including the obligation to pay the Outstanding Note Receivable, shall be deemed discharged, and (ii) Pingdingshan Tai Ao shall no longer be deemed to be a party to any agreement or contract setting forth any obligation to pay the Outstanding Note Receivable.

The parties hereto also further agree that, to the extent that the Simian VIE Arrangements are deemed to be invalid or unenforceable by any court or governmental authority of the People’s Republic of China at any time on or after the date hereof, Pingdingshan Tai Ao, Henan Shengrun and Simian Real Estate will be deemed to be immediately, unconditionally and jointly and severally liable to Pingdingshan Pinglin and CIIC for cash damages in an aggregate amount equal to the Outstanding Note Receivable plus interest from the date hereof.

Any dispute, controversy or claim arising out of or relating to this contract, including the validity, invalidity, breach or termination thereof, shall be settled by arbitration in Hong Kong under the Hong Kong International Arbitration Centre Administered Arbitration Rules in force when the Notice of Arbitration is submitted in accordance with these Rules.  The number of arbitrators shall be three.  The arbitration proceedings shall be conducted in English.

This letter agreement shall be governed by and construed in accordance with the laws of the People’s Republic of China.

Notices under this letter agreement shall be made to the parties hereto as set forth below:

China Infrastructure Investment Corporation
Address:	Room D, 2F, Building 12, Xinxin Huayuan, Jinshui Road, Zhengzhou, Henan Province, China
Attn:	Li Xipeng
Phone:	0375-2754377
Facsimile:	0371-68261839

with a copy to:

Loeb & Loeb LLP

Suite 4301, Tower C, Beijing Yintai Center

2 Jianguomenwai Dajie, Chaoyang District

Beijing 100022, China

Attn: Mitchell Nussbaum / Frank Marinaro

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Pingdingshan Pinglin Expressway Co., Ltd.
Address:	Pinglin Expressway Toll Gate, Xincheng District, Pingdingshan, Henan Province, China
Attn:	Liu Bei
Phone:	0375-2754377
Facsimile:	0375-2754444
Pingdingshan Tai Ao Expressway Co., Ltd.
Address:	North 30, Jianshe Road, Pingdingshan City, Henan Province, China
Attn:	Ren Junfeng
Phone:	0375- 7258436
Facsimile:	0375-7258222
Henan Shengrun Real Estate Co., Ltd.
Address:	1st Floor, No.12 Building, Xinxin Garden, Jinshui Road, Zhengzhou
Attn:	Shi Jingying
Phone:	0371-68260955
Facsimile:	0371-68260955
Zhengzhou Simian Real Estate Co., Ltd.
Address:	1st Floor, No.12 Building, Xinxin Garden, Jinshui Road, Zhengzhou
Attn:	Fan Jinhua
Phone:	0371-68261738
Facsimile:	0371-68261738

EXECUTION COPY

This letter agreement may be executed in one or more counterparts each of which taken together shall constitute one and the same agreement.  Any signature delivered by a party by facsimile transmission shall be deemed an original signature hereto.

Very truly yours,
China Infrastructure Investment Corporation
By:	/s/ Li Xipeng
	Name: Li Xipeng
	Title: Chief Executive Officer, Chairman
Pingdingshan Pinglin Expressway Co., Ltd.
By:	/s/ Li Xipeng
	Name: Li Xipeng
	Title: Chairman

[SIGNATURE LINES CONTINUED ON FOLLOWING PAGE]

FIRST SIGNATURE PAGE TO

LOAN SET-OFF AGREEMENT

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Accepted, Acknowledged and Agreed
as of this __ day of October, 2011:
Pingdingshan Tai Ao Expressway Co., Ltd.
By:	/s/ Li Xipeng
	Name: Li Xipeng
	Title: Chairman
Henan Shengrun Real Estate Co., Ltd.
By:	/s/ Shu Pujuan
	Name: Shu Pujuan
	Title: Chairman
Zhengzhou Simian Real Estate Co., Ltd.
By:	/s/ Shu Pujuan
	Name: Shu Pujuan
	Title: Chairman

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Exhibit A

Loan Agreement dated June 26, 2005 by and between Pingdingshan Tai Ao Expressway Co., Ltd. and Pingdingshan Pinglin Expressway Co., Ltd.

Loan Agreement dated June 28, 2006 by and between Pingdingshan Tai Ao Expressway Co., Ltd. and Pingdingshan Pinglin Expressway Co., Ltd.

Loan Agreement dated June 29, 2007 by and between Pingdingshan Tai Ao Expressway Co., Ltd. and Pingdingshan Pinglin Expressway Co., Ltd.

Loan Renewal Agreement dated June 26, 2008 by and between Pingdingshan Tai Ao Expressway Co., Ltd. and Pingdingshan Pinglin Expressway Co., Ltd.

Loan Agreement dated June 29, 2010 by and between Pingdingshan Tai Ao Expressway Co., Ltd. and Pingdingshan Pinglin Expressway Co., Ltd.

Loan Agreement dated June 18, 2004 by and between Zhumadian Xinyang Expressway Co., Ltd. and Pingdingshan Pinglin Expressway Co., Ltd.

Loan Agreement dated June 28, 2006 by and between Zhumadian Xinyang Expressway Co., Ltd. and Pingdingshan Pinglin Expressway Co., Ltd.

Loan Agreement dated June 28, 2007 by and between Zhumadian Xinyang Expressway Co., Ltd. and Pingdingshan Pinglin Expressway Co., Ltd.

Loan Renewal Agreement dated June 26, 2008 by and between Zhumadian Xinyang Expressway Co., Ltd. and Pingdingshan Pinglin Expressway Co., Ltd.

Loan Agreement dated June 29, 2010 by and between Zhumadian Xinyang Expressway Co., Ltd. and Pingdingshan Pinglin Expressway Co., Ltd.

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	30-Sep-11
	RMB
Long-Term Note Receivable from related parties
	Principal		Interest		开始时间	Total amount
Tai'ao		480,026,168		60,442,495
					1-Jul-05		540,468,663
Xinyang		476,879,497		60,156,584
					1-Jul-04		537,036,081
Sub-Total		956,905,665		120,599,079			1,077,504,744
Long Term Advance to a related party
Tai'ao		258,889,121					258,889,121
Total		1,215,794,786		120,599,079			1,336,393,865

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EXHIBIT B

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EXHIBIT C

10

EXHIBIT D

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EXHIBIT E

12

EXHIBIT F

EX-10.2

独家业务合作协议

Exclusive Business Cooperation Agreement

本独家业务合作协议（下称“本协议”）由以下双方于2011年10月10日在中华人民共和国（下称“中国”）河南省平顶山签署。

This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on October 10, 2011 in Pingdingshan, Henan, the People’s Republic of China (“China” or the “PRC”).

甲方： 平顶山平临高速公路有限责任公司

地址： 平顶山市中兴路北段工商银行房地产大厦

Party A: Pingdingshan Pinglin Expressway Co., Ltd.

Address: Industrial and Commercial Bank Real Estate Mansion, Zhongxing Road North, Pingdingshan

乙方： 郑州四棉置业有限公司

地址： 郑州市中原区棉纺西路2号

Party B: Zhengzhou Simian Real Estate Co., Ltd.

Address: 2 Mianfang West Road, Zhongyuan District, Zhengzhou

甲方和乙方以下各称为“一方”，统称为“双方”。

Each of Party A and Party B shall be hereinafter referred to as a “Party” respectively, and as the “Parties” collectively.

鉴于：

Whereas,

1. 甲方是一家在中国注册的外商独资企业，拥有提供技术和咨询服务的必要资源；

Party A is a wholly-foreign-owned enterprise established in China, and has the necessary resources to provide technical and consulting services;

2. 乙方是一家在中国注册的内资公司，经中国有关政府部门依法批准可以从事房地产开发、销售，房屋租赁（以下称“主营业务”）；

Party B is a company with exclusively domestic capital registered in China and may engage in real estate development, sale and leasing (collectively, the “Principal Business”);

3. 甲方同意利用其技术、人员和信息优势，在本协议期间向乙方提供有关主营业务的独家技术和业务支持和咨询服务，乙方同意接受甲方或其指定方按本协议条款的规定提供的咨询和各种服务。

Party A is willing to provide Party B with technical support, consulting services and other commercial services on exclusive basis in relation to the Principal Business during the term of this Agreement, utilizing its advantages in technology, human resources, and information, and Party B is willing to accept such services provided by Party A or Party A's designee(s), each on the terms set forth herein.

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据此，甲方和乙方经协商一致，达成如下协议：

Now, therefore, through mutual discussion, the Parties have reached the following agreements:

1. 服务提供

Services Provided by Party A

1.1 按照本协议条款和条件，乙方在此委任甲方在本协议期间作为乙方的独家服务提供者向乙方提供全面的技术支持、业务支持和相关咨询服务，具体内容包括所有在乙方主营业务范围内由甲方不时决定必要的服务，包括但不限于以下内容：技术服务、业务咨询、资产设备租赁、市场咨询、系统集成、产品研发和系统维护。

Party B hereby appoints Party A as Party B's exclusive services provider to provide Party B with complete technical support, business support and related consulting services during the term of this Agreement, in accordance with the terms and conditions of this Agreement, which may include all necessary services within the scope of the Principal Business as may be determined from time to time by Party A, such as but not limited to technical services, business consultations, equipment or property leasing, marketing consultancy, system integration, product research and development, and system maintenance.

1.2 乙方接受甲方的咨询和服务。乙方进一步同意，除非经甲方事先书面同意，在本协议期间，就本协议约定的服务或其他事宜，乙方不得直接或间接地从任何第三方获得任何与本协议相同或类似的咨询和/或服务，并不得与任何第三方就本协议所述事项建立任何类似的合作关系。双方同意，甲方可以指定其他方（该被指定方可以与乙方签署本协议第1.3条描述的某些协议）为乙方提供本协议约定的服务和/或支持。

Party B agrees to accept all the consultations and services provided by Party A. Party B further agrees that unless with Party A's prior written consent, during the term of this Agreement, Party B shall not directly or indirectly accept the same or any similar consultations and/or services provided by any third party and shall not establish similar corporation relationship with any third party regarding the matters contemplated by this Agreement. Party A may appoint other parties, who may enter into certain agreements described in Section 1.3 with Party B, to provide Party B with the consultations and/or services under this Agreement.

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1.3 服务的提供方式

Service Providing Methodology

1.3.1 甲、乙双方同意在本协议有效期内，视情况而定，乙方可以与甲方或甲方指定的其他方进一步签订技术服务协议和咨询服务协议，对各项技术服务、咨询服务的具体内容、方式、人员、收费等进行约定。

Party A and Party B agree that during the term of this Agreement, where necessary, Party B may enter into further technical service agreements or consulting service agreements with Party A or any other party designated by Party A, which shall provide the specific contents, manner, personnel, and fees for the specific technical services and consulting services.

1.3.2 为更好地履行本协议，甲乙双方同意，视情况而定，乙方在本协议有效期内将与甲方或甲方指定的其他方根据业务进展需要随时签署设备、资产的租用协议，由甲方将有关的设备、资产提供给乙方使用。

To fulfill this Agreement, Party A and Party B agree that during the term of this Agreement, where necessary, Party B may enter into equipment or property leases with Party A or any other party designated by Party A which shall permit Party B to use Party A's relevant equipment or property based on the needs of the business of Party B.

1.3.3 乙方特此向甲方授予一项不可撤销的排他性的购买权，根据该购买权，甲方可在中国法律法规允许的范围内，由甲方自行选择，向乙方购买任何部分或全部资产，作价为中国法律允许的最低价格。届时双方将另行签订一份资产转让合同，对该资产转让的条款和条件进行约定。

Party B hereby grants to Party A an irrevocable and exclusive option to purchase from Party B, at Party A’s sole discretion, any or all of the assets of Party B, to the extent permitted under the PRC laws, at the lowest purchase price permitted by the PRC laws. In this case, the Parties shall enter into a separate assets transfer agreement, specifying the terms and conditions of the transfer of the assets.

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2. 服务的价格和支付方式

The Calculation and Payment of the Service Fees

双方同意，就甲方提供的服务，乙方应将其净收入的51%的款项支付给甲方作为服务费（“服务费”）。服务费应当按月支付；经甲乙双方事先书面同意，服务费费率可以根据乙方的经营需要进行调整。乙方应于每月最后一天开始起算的15日内，(a) 向甲方提供乙方当月的管理报表和经营数据，包括乙方在当月的净收入额（“每月净收入”）；(b) 将每月净收入的51%支付给甲方（“月付款”）。乙方应于每个财政年度末的90日内，(a) 向甲方提供乙方在本财政年度的经审计的财务报表，该财务报表应当经由甲方批准的独立注册会计师审计并认证；(b) 如果按照经审计的财务报表显示，本财政年度内乙方向甲方支付的月付款的总额有任何不足，乙方应向甲方支付财务报表显示的月付款和实际支付的月付款总额之间差额。

Both Parties agree that, in consideration of the services provided by Party A, Party B shall pay Party A fees (the “Service Fees”) equal to 51% of the net income of Party B.  The Service Fees shall be due and payable on a monthly basis; upon the prior written consent by Party A and Party B, the rate of Service Fees may be adjusted pursuant to the operational needs of Party B.  Within 15 days after the end of each month, Party B shall (a) deliver to Party A the management accounts and operating statistics of Party B for such month, including the net income of Party B during such month (the “Monthly Net Income”), and (b) pay 51% of such Monthly Net Income to Party A (each such payment, a “Monthly Payment”).  Within 90 days after the end of each fiscal year, Party B shall (a) deliver to Party A audited financial statements of Party B for such fiscal year, which shall be audited and certified by an independent certified public accountant approved by Party A, and (b) pay an amount to Party A equal to the shortfall, if any, of the aggregate net income of Party B for such fiscal year, as shown in such audited financial statements, as compared to the aggregate amount of the Monthly Payments paid by Party B to Party A in such fiscal year.

3. 知识产权和保密条款

Intellectual Property Rights and Confidentiality Clauses

3.1 甲方对履行本协议而产生或创造的任何权利、所有权、权益和所有知识产权包括但不限于著作权、专利权、专利申请权、软件、技术秘密、商业机密及其他均享有独占的和排他的权利和利益。乙方须签署所有适当的文件，采取所有适当的行动，递交所有的文件和/或申请，提供所有适当的协助，以及做出所有其他依据甲方的自行决定认为是必要的行为，以将任何对该等知识产权的所有权、权利和权益赋予甲方，和/或完善对甲方此等知识产权权利的保护。

Party A shall have exclusive and proprietary rights and interests in all rights, ownership, interests and intellectual properties arising out of or created during the performance of this Agreement, including but not limited to copyrights, patents, patent applications, software, technical secrets, trade secrets and others. Party B shall execute all appropriate documents, take all appropriate actions, submit all filings and/or applications, render all appropriate assistance and otherwise conduct whatever is necessary as deemed by Party A in its sole discretion for the purposes of vesting any ownership, right or interest of any such intellectual property rights in Party A, and/or perfecting the protections for any such intellectual property rights in Party A.

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3.2 双方承认及确定有关本协议、本协议内容，以及彼此就准备或履行本协议而交换的任何口头或书面资料均被视为保密信息。双方应当对所有该等保密信息予以保密，而在未得到另一方书面同意前，不得向任何第三者披露任何保密信息，惟下列信息除外：(a)公众人士知悉或将会知悉的任何信息（惟并非由接受保密信息之一方擅自向公众披露）；(b)根据适用法律法规、股票交易规则、或政府部门或法院的命令而所需披露之任何信息；或(c)由任何一方就本协议所述交易而需向其股东、投资者、法律或财务顾问披露之信息，而该股东、法律或财务顾问亦需遵守与本条款相类似之保密责任。如任何一方工作人员或聘请机构的泄密均视为该方的泄密，需依本协议承担违约责任。无论本协议以任何理由终止，本条款仍然生效。

The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall  be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.

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3.3 双方同意，不论本协议是否变更、解除或终止，本条款将持续有效。

The Parties agree that this Section shall survive changes to, and rescission or termination of, this Agreement.

4. 陈述和保证

Representations and Warranties

4.1 甲方陈述和保证如下：

Party A hereby represents and warrants as follows:

4.1.1 甲方是按照中国法律合法注册并有效存续的外商独资企业。

Party A is a wholly owned foreign enterprise legally registered and validly existing in accordance with the laws of China.

4.1.2 甲方已采取必要的公司行为，获得必要的授权，并取得第三方和政府部门的同意及批准（若需）以签署，交付和履行本协议；甲方对本协议的签署，交付和履行并不违反法律法规的明确规定。

Party A has taken all necessary corporate actions, obtained all necessary authorization and the consent and approval from third parties and government agencies (if any) for the execution, delivery and performance of this Agreement.  Party A’s execution, delivery and performance of this Agreement do not violate any explicit requirements under any law or regulation binding on Party A.

4.1.3 本协议构成对其合法、有效、有约束力并依本协议之条款对其强制执行的义务。

This Agreement constitutes Party A's legal, valid and binding obligations, enforceable in accordance with its terms.

4.2 乙方陈述和保证如下：

Party B hereby represents and warrants as follows:

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4.2.1 乙方是按照中国法律合法注册且有效存续的公司，乙方获得从事主营业务所需的政府许可、牌照。

Party B is a company legally registered and validly existing in accordance with the laws of China and has obtained the relevant permit and license for engaging in the Principal Business in a timely manner;

4.2.2 乙方已采取必要的公司行为，获得必要的授权，并取得第三方和政府部门的同意及批准（若需）以签署，交付和履行本协议；乙方对本协议的签署，交付和履行并不违反法律法规的明确规定。

Party B has taken all necessary corporate actions, obtained all necessary authorization and the consent and approval from third parties and government agencies (if any) for the execution, delivery and performance of this Agreement.  Party B’s execution, delivery and performance of this Agreement do not violate any explicit requirements under any law or regulation binding on Party A.

4.2.3 本协议构成对其合法、有效、有约束力并依本协议之条款对其强制执行的义务。

This Agreement constitutes Party B's legal, valid and binding obligations, and shall be enforceable against it.

5. 生效和有效期

Effectiveness and Term

5.1 本协议于文首标明的协议日期签署并同时生效。除非依本协议或双方其他协议的约定而提前终止，本协议有效期为10年。

This Agreement is executed on the date first above written and shall take effect as of such date. Unless earlier terminated in accordance with the provisions of this Agreement or relevant agreements separately executed between the Parties, the term of this Agreement shall be 10 years.

5.2 本协议期满（包括延期期满）前，经甲方书面确认，本协议可以延期。延期的期限由甲方决定，乙方必须无条件地同意该延期。

The term of this Agreement may be extended if confirmed in writing by Party A prior to the expiration thereof (including expiration of any renewed term). The extended term shall be determined by Party A, and Party B shall accept such extended term unconditionally.

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6. 终止

Termination

6.1 除非依据本协议续期，本协议于到期之日终止。

Unless renewed in accordance with the relevant terms of this Agreement, this Agreement shall be terminated upon the date of expiration hereof.

6.2 本协议有效期内，除非甲方对乙方有重大过失或存在欺诈行为，乙方不得提前终止本协议。尽管如此，甲方可在任何时候通过提前30天向乙方发出书面通知的方式终止本协议。

During the term of this Agreement, unless Party A commits gross negligence, or a fraudulent act, against Party B, Party B shall not terminate this Agreement prior to its expiration date. Nevertheless, Party A shall have the right to terminate this Agreement upon giving 30 days' prior written notice to Party B at any time.

6.3 在本协议终止之后，双方在第3、7和8条项下的权利和义务将继续有效。

The rights and obligations of the Parties under Articles 3, 7 and 8 shall survive the termination of this Agreement.

7. 适用法律和争议解决

Governing Law and Resolution of Disputes

7.1 本协议的订立、效力、解释、履行、修改和终止以及争议的解决适用中国的法律。

The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by the laws of China.

7.2 因解释和履行本协议而发生的任何争议，本协议双方应首先通过友好协商的方式加以解决。如果在一方向其他方发出要求协商解决的书面通知后30天之内争议仍然得不到解决，则任何一方均可将有关争议提交给中国国际经济贸易仲裁委员会，由该会按照其仲裁规则仲裁解决。仲裁应在北京进行，使用之语言为中文。仲裁裁决是终局性的，对各方均有约束力。

In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party's request to the other Parties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to the China International Economic and Trade Arbitration Commission for arbitration, in accordance with its Arbitration Rules. The arbitration shall be conducted in Beijing, and the language used in arbitration shall be Chinese. The arbitration award shall be final and binding on all Parties.

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7.3 因解释和履行本协议而发生任何争议或任何争议正在进行仲裁时，除争议的事项外，本协议双方仍应继续行使各自在本协议项下的其他权利并履行各自在本协议项下的其他义务。

Upon the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitration of any dispute, except for the matters under dispute, the Parties to this Agreement shall continue to exercise their respective rights under this Agreement and perform their respective obligations under this Agreement.

8. 补偿

Indemnification

就甲方根据本协议向乙方提供的咨询和服务内容所产生或引起的针对甲方的诉讼、请求或其他要求而招致的任何损失、损害、责任或费用都应由乙方补偿给甲方，以使甲方不受任何损害，除非该损失、损害、责任或费用是因甲方的重大过失或故意而产生的。

Party B shall indemnify and hold harmless Party A from any losses, injuries, obligations or expenses caused by any lawsuit, claims or other demands against Party A arising from or caused by the consultations and services provided by Party A to Party B pursuant this Agreement, except where such losses, injuries, obligations or expenses arise from the gross negligence or willful misconduct of Party A.

9. 通知

Notices

9.1 本协议项下要求或发出的所有通知和其他通信应通过专人递送、挂号邮寄、邮资预付或商业快递服务或传真的方式发到该方下列地址。每一通知还应再以电子邮件送达。该等通知视为有效送达的日期按如下方式确定：

All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission to the address of such Party set forth below.  A confirmation copy of each notice shall also be sent by email.  The dates on which notices shall be deemed to have been effectively given shall be determined as follows:

9.1.1 通知如果是以专人递送、快递服务或挂号邮寄、邮资预付发出的，则以于设定为通知的地址在接收或拒收之日为有效送达日。

Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively given on the date of receipt or refusal at the address specified for notices.

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9.1.2 通知如果是以传真发出的，则以成功传送之日为有效送达日（应以自动生成的传送确认信息为证）。

Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically generated confirmation of transmission).

9.2 为通知的目的，双方地址如下：

For the purpose of notices, the addresses of the Parties are as follows:

甲方： 平顶山平临高速公路有限责任公司

Party A: Pingdingshan Pinglin Expressway Co., Ltd.

地址： 平顶山市新城区平临高速公路收费站

Address: Pinglin Expressway Toll Gate, Xincheng District, Pingdingshan

收件人： 刘蓓

Attn: Liu Bei

电话： 0375-2754377

Phone: 0375-2754377

传真： 0375-2754444

Facsimile: 0375-2754444

乙方： 郑州四棉置业有限公司

Party B: Zhengzhou Simian Real Estate Co., Ltd.

地址： 郑州市金水路新鑫花园12号楼一层

Address: 1st Floor, No.12 Building, Xinxin Garden, Jinshui Road, Zhengzhou

收件人： 范金华

Attn: Fan Jinhua

电话： 0371-68261738

Phone: 0371-68261738

传真： 0371-68261738

Facsimile: 0371-68261738

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9.3 任何一方可按本条规定随时给另一方发出通知来改变其接收通知的地址。

Any Party may at any time change its address for notices by a notice delivered to the other Party in accordance with the terms hereof.

10. 协议的转让

Assignment

10.1 乙方不得将其在本协议项下的权利与义务转让给第三方，除非事先征得甲方的书面同意。

Without Party A's prior written consent, Party B shall not assign its rights and obligations under this Agreement to any third party.

10.2 乙方在此同意，甲方可以在其需要时向其他第三方转让其在本协议项下的权利和义务，并在该等转让发生时甲方仅需向乙方发出书面通知，并且无需再就该等转让征得乙方的同意。

Party B agrees that Party A may assign its obligations and rights under this Agreement to any third party upon a prior written notice to Party B but without the consent of Party B.

11. 协议的分割性

Severability

如果本协议有任何一条或多条规定根据任何法律或法规在任何方面被裁定为无效、不合法或不可执行，本协议其余规定的有效性、合法性或可执行性不应因此在任何方面受到影响或损害。双方应通过诚意磋商，争取以法律许可以及双方期望的最大限度内有效的规定取代那些无效、不合法或不可执行的规定，而该等有效的规定所产生的经济效果应尽可能与那些无效、不合法或不能强制执行的规定所产生的经济效果相似。

In the event that one or several of the provisions of this Agreement are found to be invalid, illegal or unenforceable in any aspect in accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected or compromised in any aspect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions.

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12. 协议的修改、补充

Amendments and Supplements

双方可以书面协议方式对本协议作出修改和补充。经过双方签署的有关本协议的修改协议和补充协议是本协议组成部分，具有与本协议同等的法律效力。

Any amendments and supplements to this Agreement shall be in writing. The amendment agreements and supplementary agreements that have been signed by the Parties and that relate to this Agreement shall be an integral part of this Agreement and shall have the same legal validity as this Agreement.

13. 语言和副本

Language and Counterparts

本协议以中文和英文书就，一式二份，甲乙双方各持一份，具有同等效力；中英文版本如有冲突，应以中文版为准。

This Agreement is written in both Chinese and English language in two copies, each Party having one copy with equal legal validity; in case there is any conflict between the Chinese version and the English version, the Chineseversion shall prevail.

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有鉴于此，双方已使得经其授权的代表于文首所述日期签署了本独家业务合作协议并即生效，以昭信守。

IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Exclusive Business Cooperation Agreement as of the date first above written.

甲方： 平顶山平临高速公路有限责任公司

Party A: Pingdingshan Pinglin Expressway Co., Ltd.

签字：

By: /s/ Li Xipeng

姓名： 李喜朋

Name: Li Xipeng

职位： 法定代表人

Title: Legal Representative

乙方： 郑州四棉置业有限公司

Party B: Zhengzhou Simian Real Estate Co., Ltd.

签字：

By: /s/ Shu Pujuan

姓名： 舒蒲娟

Name: Shu Pujuan

职位： 法定代表人

Title: Legal Representative

EX-10.3

独家购买权合同

Exclusive Option Agreement

本独家购买权合同（下称“本合同”）由以下各方于2011年10月10日在中华人民共和国（下称“中国”）河南省平顶山签订：

This Exclusive Option Agreement (this "Agreement") is executed by and among the following Parties as of October 10, 2011 in Pingdingshan, Henan, the People’s Republic of China (“China” or the “PRC”):

甲方： 平顶山平临高速公路有限责任公司，一家依照中国法律设立和存在的外商独资公司，地址为平顶山市中兴路北段工商银行房地产大厦；

Party A: Pingdingshan Pinglin Expressway Co., Ltd., a wholly foreign owned enterprise, organized and existing under the laws of the PRC, with its address at Industrial and Commercial Bank Real Estate Mansion, Zhongxing Road North, Pingdingshan;

乙方： 河南盛润置业有限公司，一家依照中国法律设立和存在的有限责任公司，地址为郑州市金水区金水路219号1号楼1单元25层03号；及

Party B: Henan Shengrun Real Estate Co., Ltd., a limited liability company organized and existing under the laws of the PRC, with its address at No.3 25th Floor Unit 1, No.1 Building, 219 Jinshui Road, Jinshui District, Zhengzhou; and

丙方： 郑州四棉置业有限公司，一家依照中国法律设立和存在的有限责任公司，地址为郑州市中原区棉纺西路2号。

Party C: Zhengzhou Simian Real Estate Co., Ltd.,a limited liability company organized and existing under the laws of the PRC, with its address at 2 Mianfang West Road, Zhongyuan District, Zhengzhou.

在本合同中，甲方、乙方和丙方以下各称“一方”，合称“各方”。

In this Agreement, each of Party A, Party B and Party C shall be referred to as a "Party" respectively, and they shall be collectively referred to as the "Parties".

鉴于：乙方持有丙方100%的股权权益。

Whereas: Party B holds 100% of the equity interest in Party C.

现各方协商一致，达成如下协议：

Now therefore, upon mutual discussion and negotiation, the Parties have reached the following agreement:

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1.   股权买卖

Sale and Purchase of Equity Interest

     1.1   授予权利

Option Granted

鉴于甲方向乙方支付了人民币10元作为对价，且乙方确认收到并认为该对价足够，乙方在此不可撤销地授予甲方在中国法律允许的前提下，按照甲方自行决定的行使步骤，并按照本合同第1.3条所述的价格，随时一次或多次从乙方购买或指定一人或多人（“被指定人”）从乙方购买由其所持有的丙方的51%股权（或其任何部分）的一项不可撤销的专有权（“股权购买权”）。除甲方和被指定人外，任何第三人均不得享有股权购买权或其他与乙方股权有关的权利。丙方特此同意乙方向甲方授予股权购买权。本款及本合同所规定的“人”指个人、公司、合营企业、合伙、企业、信托或非公司组织。

In consideration of the payment of RMB10.00 by Party A, the receipt and adequacy of which is hereby acknowledged by Party B, Party B hereby irrevocably grants Party A an irrevocable and exclusive right to purchase, or designate one or more persons (each, a "Designee") to purchase 51% equity interests in Party C held by Party B once or at multiple times at any time in part or in whole at Party A's sole and absolute discretion to the extent permitted by Chinese laws and at the price described in Section 1.3 herein (such right being the "Equity Interest Purchase Option"). Except for Party A and the Designee(s), no other person shall be entitled to the Equity Interest Purchase Option or other rights with respect to the equity interests of Party B. Party C hereby agrees to the grant by Party B of the Equity Interest Purchase Option to Party A. The term "person" as used herein shall refer to individuals, corporations, partnerships, partners, enterprises, trusts or non-corporate organizations.

     1.2   行使步骤

Steps for Exercise of Equity Interest Purchase Option

甲方行使其股权购买权以符合中国法律和法规的规定为前提。甲方行使股权购买权时，应向乙方发出书面通知(“股权购买通知”)，股权购买通知应载明以下事项：(a)甲方关于行使股权购买权的决定；(b)甲方拟从乙方购买的股权份额(“被购买股权”) ；和(c) 被购买股权的购买日/转让日。

Subject to the provisions of the laws and regulations of China, Party A may exercise the Equity Interest Purchase Option by issuing a written notice to Party B (the "Equity Interest Purchase Option Notice"), specifying: (a) Party A's decision to exercise the Equity Interest Purchase Option; (b) the portion of equity interests to be purchased from Party B (the "Optioned Interests"); and (c) the date for purchasing the Optioned Interests and/or the date for transfer of the Optioned Interests.

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     1.3   股权买价

                       Equity Interest Purchase Price

被购买股权的买价（“基准买价”）应为人民币10元。如果在甲方行权时中国法律要求评估股权，各方通过诚信原则另行商定，并在评估基础上对该股权买价进行必要调整，以符合当时适用之任何中国法律之要求（统称“股权买价”）。

The purchase price of the Optioned Interests (the "Base Price") shall be RMB 10.00.  If appraisal is required by the laws of China at the time when Party A exercises the Equity Interest Purchase Option, the Parties shall negotiate in good faith and based on the appraisal result make necessary adjustment to the Equity Interest Purchase Price so that it complies with any and all then applicable laws of China (collectively, the "Equity Interest Purchase Price").

     1.4   转让被购买股权

Transfer of Optioned Interests

甲方每次行使股权购买权时：

For each exercise of the Equity Interest Purchase Option:

       1.4.1   乙方应责成丙方及时召开股东会会议，在该会议上，应通过批准乙方向甲方和/或被指定人转让被购买股权的决议；

Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B's transfer of the Optioned Interests to Party A and/or the Designee(s);

       1.4.2   乙方应就其向甲方和/或被指定人转让被购买股权取得丙方其他股东同意该转让并放弃优先购买权的书面声明。

Party B shall obtain written statements from the other shareholders of Party B giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto.

       1.4.3   乙方应与甲方和/或（在适用的情况下）被指定人按照本合同及股权购买通知的规定，为每次转让签订股权转让合同；

Party B shall execute a share transfer contract with respect to each transfer with Party A and/or each Designee (whichever is applicable), in accordance with the provisions of this Agreement and the Equity Interest Purchase Option Notice regarding the Optioned Interests;

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       1.4.4   有关方应签署所有其他所需合同、协议或文件，取得全部所需的政府批准和同意，并采取所有所需行动，在不附带任何担保权益的情况下，将被购买股权的有效所有权转移给甲方和/或被指定人并使甲方和/或被指定人成为被购买股权的登记在册所有人。为本款及本合同的目的，“担保权益”包括担保、抵押、第三方权利或权益，任何购股权、收购权、优先购买权、抵销权、所有权扣留或其他担保安排等；但为了明确起见，不包括在本合同、乙方股权质押合同项下产生的任何担保权益。本款及本合同所规定的“乙方股权质押合同”指甲方、乙方和丙方于本合同签署之日签订的股权质押合同（下称“股权质押合同”），根据股权质押合同，乙方为担保丙方能履行丙方与甲方签订的独家业务合作协议项下的义务，而向甲方质押其在丙方的全部乙方股权。

The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests to Party A and/or the Designee(s), unencumbered by any security interests, and cause Party A and/or the Designee(s) to become the registered owner(s) of the Optioned Interests. For the purpose of this Section and this Agreement, "security interests" shall include securities, mortgages, third party's rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement and Party B's Share Pledge Agreement. "Party B's Share Pledge Agreement" as used in this Section and this Agreement shall refer to the Share Pledge Agreement ("Share Pledge Agreement") executed by and among Party A, Party B and Party C as of the date hereof, whereby Party B pledges all of its equity interests in Party C to Party A, in order to guarantee Party C's performance of its obligations under the Exclusive Business Corporation Agreement executed by and between Party C and Party A.

2.   承诺

Covenants

      2.1   有关丙方的承诺

Covenants regarding Party C

乙方（作为丙方的股东）和丙方在此承诺：

Party B (as the shareholders of Party C) and Party C hereby covenant as follows:

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                   2.1.1   未经甲方的事先书面同意，不以任何形式补充、更改或修改丙方公司章程文件，增加或减少其注册资本，或以其他方式改变其注册资本结构；

Without the prior written consent of Party A, they shall not in any manner supplement, change or amend the articles of association and bylaws of Party C, increase or decrease its registered capital, or change its structure of registered capital in other manners;

        2.1.2   按照良好的财务和商业标准及惯例，保持其公司的存续，审慎地及有效地经营其业务和处理事务；

They shall maintain Party C's corporate existence in accordance with good financial and business standards and practices by prudently and effectively operating its business and handling its affairs;

        2.1.3   未经甲方的事先书面同意，不在本合同签署之日起的任何时间出售、转让、抵押或以其他方式处置丙方的任何资产、业务或收入的合法或受益权益，或允许在其上设置任何其他担保权益；

Without the prior written consent of Party A, they shall not at any time following the date hereof, sell, transfer, mortgage or dispose of in any manner any assets of Party C or legal or beneficial interest in the business or revenues of Party C, or allow the encumbrance thereon of any security interest;

        2.1.4   未经甲方的事先书面同意，不发生、继承、保证或容许存在任何债务，但(i)正常或日常业务过程中产生而不是通过借款方式产生的债务；和(ii)已向甲方披露和得到甲方书面同意的债务除外；

Without the prior written consent of Party A, they shall not incur, inherit, guarantee or suffer the existence of any debt, except for (i) debts incurred in the ordinary course of business other than through loans; and (ii) debts disclosed to Party A for which Party A's written consent has been obtained;

        2.1.5   一直在正常业务过程中经营所有业务，以保持丙方的资产价值，不进行任何足以影响其经营状况和资产价值的作为/不作为；

They shall always operate all of Party C's businesses during the ordinary course of business to maintain the asset value of Party C and refrain from any action/omission that may affect Party C's operating status and asset value;

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        2.1.6   未经甲方的事先书面同意，不得让丙方签订任何重大合同，但在正常业务过程中签订的合同除外（就本段而言，如果一份合同的总金额超过人民币500,000元，即被视为重大合同）；

Without the prior written consent of Party A, they shall not cause Party C to execute any major contract, except the contracts in the ordinary course of business (for purpose of this subsection, a contract with a price exceeding RMB500,000 shall be deemed a major contract);

        2.1.7   未经甲方的事先书面同意，丙方不得向任何人提供贷款或信贷；

Without the prior written consent of Party A, they shall not cause Party C to provide any person with any loan or credit;

        2.1.8   应甲方要求，向其提供所有关于丙方的营运和财务状况的资料；

They shall provide Party A with information on Party C's business operations and financial condition at Party A's request;

        2.1.9   如甲方提出要求，丙方应从甲方接受的保险公司处购买和持有有关其资产和业务的保险，该保险的金额和险种应与经营类似业务的公司一致；

If requested by Party A, they shall procure and maintain insurance in respect of Party C's assets and business from an insurance carrier acceptable to Party A, at an amount and type of coverage typical for companies that operate similar businesses;

          2.1.10   未经甲方的事先书面同意，丙方不得与任何人合并或联合，或对任何人进行收购或投资；

Without the prior written consent of Party A, they shall not cause or permit Party C to merge, consolidate with, acquire or invest in any person;

          2.1.11   将发生的或可能发生的与丙方资产、业务或收入有关的诉讼、仲裁或行政程序立即通知甲方；

They shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Party C's assets, business or revenue;

          2.1.12   为保持丙方对其全部资产的所有权，签署所有必要或适当的文件，采取所有必要或适当的行动和提出所有必要或适当的控告或对所有索偿进行必要和适当的抗辩；

To maintain the ownership by Party C of all of its assets, they shall execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims;

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          2.1.13   未经甲方事先书面同意，不得以任何形式派发股息予各股东，但一经甲方要求，丙方应立即将其所有可分配利润全部立即分配给其各股东；及

Without the prior written consent of Party A, they shall ensure that Party C shall not in any manner distribute dividends to its shareholders, provided that upon Party A's written request, Party C shall immediately distribute all distributable profits to its shareholders; and

          2.1.14   根据甲方的要求，委任由其指定的任何人士出任丙方的董事。

At the request of Party A, they shall appoint any persons designated by Party A as the director of Party C.

     2.2   乙方和丙方的承诺

Covenants of Party B and Party C

乙方承诺：

Party B hereby covenants as follows:

        2.2.1   未经甲方的事先书面同意，不出售、转让、抵押或以其他方式处置其拥有的丙方的股权的合法或受益权益，或允许在其上设置任何其他担保权益，但根据乙方股权质押合同在该股权上设置的质押则除外；

Without the prior written consent of Party A, Party B shall not sell, transfer, mortgage or dispose of in any other manner any legal or beneficial interest in the equity interests in Party C held by Party B, or allow the encumbrance thereon of any security interest, except for the pledge placed on these equity interests in accordance with Party B's Share Pledge Agreement;

        2.2.2   促使丙方股东会和/或董事会不批准在未经甲方的事先书面同意的情况下，出售、转让、抵押或以其他方式处置任何乙方持有之丙方的股权的合法权益或受益权，或允许在其上设置任何其他担保权益，但批准根据乙方股权质押合同在乙方股权上设置的质押则除外；

Party B shall cause the shareholders' meeting and/or the board of directors of Party C not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the equity interests in Party C held by Party B, or allow the encumbrance thereon of any security interest, without the prior written consent of Party A, except for the pledge placed on these equity interests in accordance with Party B's Share Pledge Agreement;

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        2.2.3   未经甲方的事先书面同意的情况下，对于丙方与任何人合并或联合，或对任何人进行收购或投资，乙方将促成丙方股东会或董事会不予批准；

Party B shall cause the shareholders' meeting or the board of directors of Party C not to approve the merger or consolidation with any person, or the acquisition of or investment in any person, without the prior written consent of Party A;

        2.2.4   将发生的或可能发生的任何关于其所拥有的股权的诉讼、仲裁或行政程序立即通知甲方；

Party B shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to the equity interests in Party C held by Party B;

        2.2.5   促使丙方股东会或董事会表决赞成本合同规定的被购买股权的转让并应甲方之要求采取其他任何行动；

Party B shall cause the shareholders' meeting or the board of directors of Party C to vote their approval of the transfer of the Optioned Interests as set forth in this Agreement and to take any and all other actions that may be requested by Party A;

        2.2.6   为保持其对股权的所有权，签署所有必要或适当的文件，采取所有必要或适当的行动和提出所有必要或适当的控告或对所有索偿进行必要和适当的抗辩；

To the extent necessary to maintain Party B's ownership in Party C, Party B shall execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims;

        2.2.7   应甲方的要求，委任由其指定的任何人士出任丙方的董事；

Party B shall appoint any designee of Party A as the director of Party C, at the request of Party A;

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        2.2.8   经甲方随时要求，应向其指定的代表在任何时间无条件地根据本合同的股权购买权立即转让其股权，并放弃其对另一现有股东进行其相应股权转让所享有的优先购买权（如有的话）；和

At the request of Party A at any time, Party B shall promptly and unconditionally transfer its equity interests in Party C to Party A's Designee(s) in accordance with the Equity Interest Purchase Option under this Agreement, and Party B hereby waives its right of first refusal to the respective share transfer by the other existing shareholder of Party C (if any); and

        2.2.9   严格遵守本合同及乙方、丙方与甲方共同或分别签订的其他合同的各项规定，切实履行该等合同项下的各项义务，并不进行任何足以影响该等合同的有效性和可执行性的作为/不作为。如果乙方对于本合同项下或本合同各方签署的股权质押合同下或对甲方的授权委托书中的股权，还留存有任何权利，除非甲方书面指示，否则乙方仍不得行使该权利。

Party B shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by and among Party B, Party C and Party A, perform the obligations hereunder and thereunder, and refrain from any action/omission that may affect the effectiveness and enforceability thereof. To the extent that Party B has any remaining rights with respect to the equity interests subject to this Agreement hereunder or under the Share Pledge Agreement among the same parties hereto or under the Power of Attorney granted in favor of Party A, Party B shall not exercise such rights except in accordance with the written instructions of Party A.

3.   陈述和保证

Representations and Warranties

乙方和丙方特此在本合同签署之日和每一个转让日向甲方共同及分别陈述和保证如下：

Party B and Party C hereby represent and warrant to Party A, jointly and severally, as of the date of this Agreement and each date of transfer of the Optioned Interests, that:

     3.1   其具有签订和交付本合同和其为一方的、根据本合同为每一次转让被购买股权而签订的任何股权转让合同(各称为“转让合同”)，并履行其在本合同和任何转让合同项下的义务的权力和能力。乙方和丙方同意在甲方行使购买权时，他们将签署与本合同条款一致的转让合同。本合同和其是一方的各转让合同一旦签署后，构成或将对其构成合法、有效及具有约束力的义务并可按照其条款对其强制执行；

They have the authority to execute and deliver this Agreement and any share transfer contracts to which they are parties concerning the Optioned Interests to be transferred thereunder (each, a "Transfer Contracts"), and to perform their obligations under this Agreement and any Transfer Contracts. Party B and Party C agree to enter into Transfer Contracts consistent with the terms of this Agreement upon Party A’s exercise of the Equity Interest Purchase Option. This Agreement and the Transfer Contracts to which they are parties constitute or will constitute their legal, valid and binding obligations and shall be enforceable against them in accordance with the provisions thereof;

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     3.2   无论是本合同或任何转让合同的签署和交付还是其在本合同或任何转让合同项下的义务的履行均不会：(i)导致违反任何有关的中国法律；(ii)与丙方章程或其他组织文件相抵触；(iii)导致违反其是一方或对其有约束力的任何合同或文件，或构成其是一方或对其有约束力的任何合同或文件项下的违约；(iv)导致违反有关向任何一方颁发的任何许可或批准的授予和(或)继续有效的任何条件；或(v)导致向任何一方颁发的任何许可或批准中止或被撤销或附加条件；

The execution and delivery of this Agreement or any Transfer Contracts and the obligations under this Agreement or any Transfer Contracts shall not: (i) cause any violation of any applicable laws of China; (ii) be inconsistent with the articles of association, bylaws or other organizational documents of Party C; (iii) cause the violation of any contracts or instruments to which they are a party or which are binding on them, or constitute any breach under any contracts or instruments to which they are a party or which are binding on them; (iv) cause any violation of any condition for the grant and/or continued effectiveness of any licenses or permits issued to either of them; or (v) cause the suspension or revocation of or imposition of additional conditions to any licenses or permits issued to either of them;

     3.3   乙方对其在丙方拥有的股权拥有良好和可出售的所有权，除乙方股权质押合同外，乙方在上述股权上没有设置任何担保权益；

Party B has a good and merchantable title to the equity interests in Party C he holds. Except for Party B's Share Pledge Agreement, Party B has not placed any security interest on such equity interests;

     3.4   丙方对所有资产拥有良好和可出售的所有权，丙方在上述资产上没有设置任何担保权益；

Party C has a good and merchantable title to all of its assets, and has not placed any security interest on the aforementioned assets;

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     3.5   丙方没有任何未偿还债务，除(i)在其正常的业务过程中发生的债务，及(ii)已向甲方披露及经甲方书面同意债务除外；

Party C does not have any outstanding debts, except for (i) debt incurred in the ordinary course of business; and (ii) debts disclosed to Party A for which Party A's written consent has been obtained.

     3.6   丙方遵守适用于资产的收购的所有法律和法规；和

Party C has complied with all laws and regulations of China applicable to asset acquisitions; and

     3.7   目前没有悬而未决的或构成威胁的与股权、丙方资产有关的或与丙方有关的诉讼、仲裁或行政程序。

There are no pending or threatened litigation, arbitration or administrative proceedings relating to the equity interests in Party C, assets of Party C or Party C.

4.   生效日

Effective Date

本合同于各方签署本合同之日生效，有效期10年。本合同期满（包括延期期满）前，经甲方书面确认，本合同可以延期。延期的期限由甲方决定，乙方和丙方必须无条件地同意该延期。

This Agreement shall become effective upon the date hereof, and remain effective for a term of 10 years. The term of this Agreement may be extended if confirmed in writing by Party A prior to the expiration thereof (including expiration of any renewed term). The extended term shall be determined by Party A; Party B and Party C shall accept such extended term unconditionally.

5.   适用法律与争议解决

Governing Law and Resolution of Disputes

     5.1   适用法律

Governing law

本合同的订立、效力、解释、履行、修改和终止以及争议解决均适用中国正式公布并可公开得到的法律。

The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by the formally published and publicly available laws of China.

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     5.2   争议的解决方法

Methods of Resolution of Disputes

因解释和履行本合同而发生的任何争议，本合同各方应首先通过友好协商的方式加以解决。如果在一方向其他方发出要求协商解决的书面通知后30天之内争议仍然得不到解决，则任何一方均可将有关争议提交给中国国际经济贸易仲裁委员会，由该会按照其仲裁规则仲裁解决。仲裁应在北京进行，使用之语言为中文。仲裁裁决是终局性的，对各方均有约束力。

In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party's request to the other Parties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to the China International Economic and Trade Arbitration Commission for arbitration, in accordance with its Arbitration Rules. The arbitration shall be conducted in Beijing, and the language used in arbitration shall be Chinese. The arbitration award shall be final and binding on all Parties.

6.   税款、费用

Taxes and Fees

每一方应承担根据中国法律因准备和签署本合同和各转让合同以及完成本合同和各转让合同拟定的交易而由该方发生的或对其征收的任何和全部的转让和注册的税、花费和费用。

Each Party shall pay any and all transfer and registration tax, expenses and fees incurred thereby or levied thereon in accordance with the laws of China in connection with the preparation and execution of this Agreement and the Transfer Contracts, as well as the consummation of the transactions contemplated under this Agreement and the Transfer Contracts.

7.   通知

Notices

     7.1   本合同项下要求或发出的所有通知和其他通信应通过专人递送、挂号邮寄、邮资预付或商业快递服务或传真的方式发到该方下列地址。每一通知还应再以电子邮件送达。该等通知视为有效送达的日期按如下方式确定：

All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission to the address of such Party set forth below.  A confirmation copy of each notice shall also be sent by email.  The dates on which notices shall be deemed to have been effectively given shall be determined as follows:

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            7.1.1   通知如果是以专人递送、快递服务或挂号邮寄、邮资预付发出的，则以于设定为通知的地址在接收或拒收之日为有效送达日。

Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively given on the date of receipt or refusal at the address specified for notices.

            7.1.2   通知如果是以传真发出的，则以成功传送之日为有效送达日（应以自动生成的传送确认信息为证）。

Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically generated confirmation of transmission).

     7.2   为通知的目的，各方地址如下：

For the purpose of notices, the addresses of the Parties are as follows:

甲方： 平顶山平临高速公路有限责任公司

Party A: Pingdingshan Pinglin Expressway Co., Ltd.

地址： 平顶山市新城区平临高速公路收费站

Address: Pinglin Expressway Toll Gate, Xincheng District,

Pingdingshan

收件人： 刘蓓

Attn: Liu Bei

电话： 0375-2754377

Phone: 0375-2754377

传真： 0375-2754444

Facsimile: 0375-2754444

乙方： 河南盛润置业有限公司

Party B: Henan Shengrun Real Estate Co., Ltd.

地址： 郑州市金水路新鑫花园12号楼一层

Address: 1st Floor, No.12 Building, Xinxin Garden, Jinshui Road, Zhengzhou

收件人： 时景瑛

Attn: Shi Jingying

电话： 0371-68260955

Phone: 0371-68260955

传真： 0371-68260955

Facsimile: 0371-68260955

丙方： 郑州四棉置业有限公司

Party C: Zhengzhou Simian Real Estate Co., Ltd.

地址： 郑州市金水路新鑫花园12号楼一层

Address: 1st Floor, No.12 Building, Xinxin Garden, Jinshui Road, Zhengzhou

收件人： 范金华

Attn: Fan Jinhua

电话： 0371-68261738

Phone: 0371-68261738

传真： 0371-68261738

Facsimile: 0371-68261738

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     7.3   任何一方可按本条规定随时给其他方发出通知来改变其接收通知的地址。

Any Party may at any time change its address for notices by a notice delivered to the other Parties in accordance with the terms hereof.

8.   保密责任

Confidentiality

各方承认及确定有关本协议、本协议内容，以及彼此就准备或履行本协议而交换的任何口头或书面资料均被视为保密信息。各方应当对所有该等保密信息予以保密，而在未得到另一方书面同意前，不得向任何第三者披露任何保密信息，惟下列信息除外：(a)公众人士知悉或将会知悉的任何信息（惟并非由接受保密信息之一方擅自向公众披露）；(b)根据适用法律法规、股票交易规则、或政府部门或法院的命令而所需披露之任何信息；或(c)由任何一方就本协议所述交易而需向其股东、投资者、法律或财务顾问披露之信息，而该股东、法律或财务顾问亦需遵守与本条款相类似之保密责任。如任何一方工作人员或聘请机构的泄密均视为该方的泄密，需依本协议承担违约责任。无论本协议以任何理由终止，本条款仍然生效。

The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall  be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.

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9.   进一步保证

Further Warranties

各方同意迅速签署为执行本合同的各项规定和目的而合理需要的或对其有利的文件，以及为执行本合同的各项规定和目的而采取合理需要的或对其有利的进一步行动。

The Parties agree to promptly execute documents that are reasonably required for or are conducive to the implementation of the provisions and purposes of this Agreement and take further actions that are reasonably required for or are conducive to the implementation of the provisions and purposes of this Agreement.

10.   其他

Miscellaneous

    10.1   修订、修改与补充

Amendment, change and supplement

对本合同作出修订、修改与补充，必须经每一方签署书面协议。

Any amendment, change and supplement to this Agreement shall require the execution of a written agreement by all of the Parties.

    10.2   完整合同

Entire agreement

除了在本合同签署后所作出的书面修订、补充或修改以外，本合同构成本合同各方就本合同标的物所达成的完整合同，取代在此之前就本合同标的物所达成的所有口头或书面的协商、陈述和合同。

Except for the amendments, supplements or changes in writing executed after the execution of this Agreement, this Agreement shall constitute the entire agreement reached by and among the Parties hereto with respect to the subject matter hereof, and shall supercede all prior oral and written consultations, representations and contracts reached with respect to the subject matter of this Agreement.

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    10.3   标题

Headings

本合同的标题仅为方便阅读而设，不应被用来解释、说明或在其他方面影响本合同各项规定的含义。

The headings of this Agreement are for convenience only, and shall not be used to interpret, explain or otherwise affect the meanings of the provisions of this Agreement.

    10.4   语言

Language

本合同以中文和英文书就，一式三份，甲乙丙三方各持一份，具有同等效力；中英文版本如有冲突，应以中文版为准。

This Agreement is written in both Chinese and English language in three copies, each Party having one copy with equal legal validity; in case there is any conflict between the Chinese version and the English version, the Chineseversion shall prevail.

    10.5   可分割性

Severability

如果本合同有任何一条或多条规定根据任何法律或法规在任何方面被裁定为无效、不合法或不可执行，本合同其余规定的有效性、合法性或可执行性不应因此在任何方面受到影响或损害。各方应通过诚意磋商，争取以法律许可以及各方期望的最大限度内有效的规定取代那些无效、不合法或不可执行的规定，而该等有效的规定所产生的经济效果应尽可能与那些无效、不合法或不能强制执行的规定所产生的经济效果相似。

In the event that one or several of the provisions of this Agreement are found to be invalid, illegal or unenforceable in any aspect in accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected or compromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions.

    10.6   继任者

Successors

本合同对各方各自的继任者和各方所允许的受让方应具有约束力并对其有利。

This Agreement shall be binding on and shall inure to the interest of the respective successors of the Parties and the permitted assigns of such Parties.

    10.8   继续有效

Survival

           10.8.1   合同期满或提前终止前因本合同而发生的或到期的任何义务在本合同期满或提前终止后继续有效。

Any obligations that occur or that are due as a result of this Agreement upon the expiration or early termination of this Agreement shall survive the expiration or early termination thereof.

           10.8.2   本合同第5、7、8条和本第10.8条的规定在本合同终止后继续有效。

The provisions of Sections 5, 7, 8 and this Section 10.8 shall survive the termination of this Agreement.

    10.9   弃权

Waivers

任何一方可以对本合同的条款和条件作出弃权，但必须经书面作出并经各方签字。一方在某种情况下就其他方的违约所作的弃权不应被视为该方在其他情况下就类似的违约已经对其他方作出弃权。

Any Party may waive the terms and conditions of this Agreement, provided that such a waiver must be provided in writing and shall require the signatures of the Parties. No waiver by any Party in certain circumstances with respect to a breach by other Parties shall operate as a waiver by such a Party with respect to any similar breach in other circumstances.

有鉴于此，双方已使得经其授权的代表于文首所述日期签署了本独家购买权合同并即生效，以昭信守。

IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Exclusive Option Agreement as of the date first above written.

甲方： 平顶山平临高速公路有限责任公司

Party A: Pingdingshan Pinglin Expressway Co., Ltd.

签字：

By: /s/ Li Xipeng

姓名：  李喜朋

Name: Li Xipeng

职位： 法定代表人

Title: Legal Representative

乙方： 河南盛润置业有限公司

Party B: Henan Shengrun Real Estate Co., Ltd.

签字：

By: /s/ Shu Pujuan

姓名：  舒蒲娟

Name: Shu Pujuan

职位： 法定代表人

Title: Legal Representative

丙方： 郑州四棉置业有限公司

Party C: Zhengzhou Simian Real Estate Co., Ltd.

签字：

By: /s/ Shu Pujuan

姓名：  舒蒲娟

Name: Shu Pujuan

职位： 法定代表人

Title: Legal Representative

EX-10.4

股权质押协议

Equity Interest Pledge Agreement

本股权质押协议 (下称“本协议”)由下列各方于2011年10月10日在中华人民共和国（下称“中国”）河南省平顶山签订：

This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on October 10, 2011 in Pingdingshan, Henan, the People’s Republic of China (“China” or the “PRC”):

甲方： 平顶山平临高速公路有限责任公司（下称“质权人”），一家依照中国法律设立和存在的外商独资公司，地址为平顶山市中兴路北段工商银行房地产大厦；

Party A: Pingdingshan Pinglin Expressway Co., Ltd. (hereinafter “Pledgee”), a wholly foreign owned enterprise, organized and existing under the laws of the PRC, with its address at Industrial and Commercial Bank Real Estate Mansion, Zhongxing Road North, Pingdingshan;

乙方： 河南盛润置业有限公司（下称“出质人”），一家依照中国法律设立和存在的有限责任公司，地址为郑州市金水区金水路219号1号楼1单元25层03号；及

Party B: Henan Shengrun Real Estate Co., Ltd. (hereinafter “Pledgor”), a limited liability company organized and existing under the laws of the PRC, with its address at No.3 25th Floor Unit 1, No.1 Building, 219 Jinshui Road, Jinshui District, Zhengzhou; and

丙方： 郑州四棉置业有限公司，一家依照中国法律设立和存在的有限责任公司，地址为郑州市中原区棉纺西路2号。

Party C: Zhengzhou Simian Real Estate Co., Ltd., a limited liability company organized and existing under the laws of the PRC, with its address at 2 Mianfang West Road, Zhongyuan District, Zhengzhou.

在本协议中，质权人、出质人和丙方以下各称“一方”，合称“各方”。

In this Agreement, each of Pledgee, Pledgor and Party C shall be referred to as a "Party" respectively, and they shall be collectively referred to as the "Parties".

鉴于：

Whereas:

1． 出质人拥有丙方100%的股权。丙方是一家在中国郑州注册成立的、从事房地产开发、销售，房屋租赁业务的有限责任公司。丙方有意在此确认出质人和质权人在本协议下的权利和义务并提供必要的协助登记该质权；

Pledgor holds 100% of the equity interest in Party C. Party C is a limited liability company registered in Zhengzhou, China, engaging in real estate development, sale and leasing business. Party C acknowledges the respective rights and obligations of Pledgor and Pledgee under this Agreement, and intends to provide any necessary assistance in registering the Pledge;

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2． 质权人是一家在中国注册的外商独资企业。质权人与出质人所部分拥有的丙方于2011年10月10日签订了独家业务合作协议；

Pledgee is a wholly foreign-owned enterprise registered in China. Pledgee and Party C partially owned by Pledgor have executed an Exclusive Business Cooperation Agreement in October 10, 2011;

3． 为了保证丙方履行独家业务合作协议项下的义务，按照约定向质权人支付咨询和服务费等到期款项，出质人以丙方51%股权向质权人就业务合作协议项下丙方的付款义务做出质押担保。

To ensure that Party C fully performs its obligations under the Exclusive Business Cooperation Agreement and pay the consulting and service fees thereunder to the Pledgee when the same becomes due, Pledgor hereby pledges to the Pledgee 51% of the equity interest he holds  as security for payment of the consulting and service fees by Party C under the Business Cooperation Agreement.

为了履行业务合作协议的条款，各方商定按照以下条款签订本协议。

To perform the provisions of the Business Cooperation Agreement, the Parties have mutually agreed to execute this Agreement upon the following terms.

1. 定义

Definitions

除非本协议另有规定，下列词语含义为：

Unless otherwise provided herein, the terms below shall have the following meanings:

1.1 质权：指出质人根据本协议第2条给予质权人的担保物权，即指质权人所享有的，以出质人质押给质权人的股权折价或拍卖、变卖该股权的价款优先受偿的权利。

Pledge: shall refer to the security interest granted by Pledgor to Pledgee pursuant to Article 2 of this Agreement, i.e., the right of Pledgee to be compensated on a preferential basis with the conversion, auction or sales price of the Equity Interest.

1.2 出质股权：指由出质人持有的丙方51%的股权权益。

Equity Interest: shall refer to 51% of the equity interest in Party C which is held by Pledgor.

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1.3 质押期限：指本协议第3条规定的期间。

Term of Pledge: shall refer to the term set forth in Section 3.2 of this Agreement.

1.4 业务合作协议：指丙方与质权人于2011年10月10日签订的独家业务合作协议。

Business Cooperation Agreement: shall refer to the Exclusive Business Cooperation Agreement executed by and between Party C and Pledgee on October 10, 2011.

1.5 违约事件：指本协议第7条所列任何情况。

Event of Default: shall refer to any of the circumstances set forth in Article 7 of this Agreement.

1.6 违约通知：指质权人根据本协议发出的宣布违约事件的通知。

Notice of Default: shall refer to the notice issued by Pledgee in accordance with this Agreement declaring an Event of Default.

2. 质权

The Pledge

作为丙方按时和全额支付业务合作协议项下质权人应得的任何或全部的款项，包括但不限于业务合作协议中规定的咨询和服务费的担保（无论该等费用的到期应付是由于到期日的到来、提前收款的要求或其它原因），出质人特此将全部出质股权权益质押给质权人。

As collateral security for the timely and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of any or all of the payments due by Party C, including without limitation the consulting and services fees payable to the Pledgee under the Business Cooperation Agreement, Pledgor hereby pledges to Pledgee a first security interest in all of Pledgor's right, title and interest in the Equity Interest of Party C.

3. 质押期限

Term of Pledge

3.1 本质权自本协议项下的出质股权出质在相应的工商行政管理机关登记之日起生效，质权有效期持续到业务合作协议下所有丙方欠付质权人的款项结清为止。出质人和丙方应（一）自本协议签署之日起3个工作日内，将本协议的质权登记在丙方股东名册上，并（二）自本协议签署之日起10个工作日内向相应的工商行政管理机关申请登记本协议项下的质权。各方共同确认，为办理出质股权质押工商登记手续，各方及丙方其他股东应将本协议或者一份按照丙方所在地工商行政管理部门要求的形式签署的、真实反映本协议项下质权信息的股权质押合同（以下简称“工商登记质押合同”）提交给工商管理机关，工商登记质押合同中未约定事项，仍以本协议约定为准。出质人和丙方应当按照中国法律法规和有关工商行政管理机关的各项要求，提交所有必要的文件并办理所有必要手续，保证质权在递交申请后尽快获得登记。

The Pledge shall become effective on such date when the pledge of the Equity Interest contemplated herein has been registered’ with relevant administration for industry and commerce (the “AIC”). The Pledge shall be continuously valid until all payments due under the Business Cooperation Agreement have been fulfilled by Party C. Pledgor and Party C shall (1) register the Pledge in the shareholders' register of Party C within 3 business days following the execution of this Agreement, and (2) submit an application to the AIC for the registration of the Pledge of the Equity Interest contemplated herein within 10 business days following the execution of this Agreement. The parties covenant that for the purpose of registration of the Pledge, the parties hereto and all other shareholders of Party C shall submit to the AIC this Agreement or an equity interest pledge contract in the form required by the AIC at the location of Party C which shall truly reflect the information of the Pledge hereunder (the “AIC Pledge Contract”).  For matters not specified in the AIC Pledge Contract, the parties shall be bound by the provisions of this Agreement. Pledgor and Party C shall submit all necessary documents and complete all necessary procedures, as required by the PRC laws and regulations and the relevant AIC, to ensure that the Pledge of the Equity Interest shall be registered with the AIC as soon as possible after filing.

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3.2 质押期限内，如丙方未按业务合作协议交付咨询服务费等费用，质权人有权但无义务按本协议的规定处分质权。

During the Term of Pledge, in the event Party C fails to pay the exclusive consulting or service fees in accordance with the Business Cooperation Agreement, Pledgee shall have the right, but not the obligation, to dispose of the Pledge in accordance with the provisions of this Agreement.

4. 质权凭证的保管

Custody of Records for Equity Interest subject to Pledge

4.1 在本协议规定的质押期限内，出质人应将其在丙方的股权出资证明书及记载质权的股东名册交付质权人保管。出质人应在本协议签订之日起一周内将上述股权出资证明书及股东名册交付给质权人。质权人将在本协议规定的全部质押期间一直保管这些项目。

During the Term of Pledge set forth in this Agreement, Pledgor shall deliver to Pledgee's custody the capital contribution certificate for the Equity Interest and the shareholders' register containing the Pledge within one week from the execution of this Agreement. Pledgee shall have custody of such items during the entire Term of Pledge set forth in this Agreement.

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4.2 在质押期限内，质权人有权收取出质股权所产生的红利。

Pledgee shall have the right to collect dividends generated by the Equity Interest during the Term of Pledge.

5. 出质人的声明和保证

Representations and Warranties of Pledgor

5.1 出质人是出质股权唯一的合法所有人。

Pledgor is the sole legal and beneficial owner of the Equity Interest.

5.2 质权人有权以本协议规定的方式处分并转让出质股权。

Pledgee shall have the right to dispose of and transfer the Equity Interest in accordance with the provisions set forth in this Agreement.

5.3 除本质权之外，出质人未在出质股权上设置任何其他质押权利或其他担保权益。

Except for the Pledge, Pledgor has not placed any security interest or other encumbrance on the Equity Interest.

6. 出质人的承诺和确认

Covenants and Further Agreements of Pledgor

6.1 在本协议存续期间，出质人向质权人承诺，出质人将：

Pledgor hereby covenants to the Pledgee, that during the term of this Agreement, Pledgor shall:

6.1.1 除履行由出质人与质权人、丙方于本协议签署日签订的《独家购买权合同》外，未经质权人事先书面同意，不得转让出质股权，不得在出质股权上设立或允许存在任何担保或其他债务负担；

not transfer the Equity Interest, place or permit the existence of any security interest or other encumbrance on the Equity Interest, without the prior written consent of Pledgee, except for the performance of the Exclusive Option Agreement executed by Pledgor,the Pledgee and Party C on the execution date of this Agreement;

6.1.2 遵守并执行所有有关权利质押的法律、法规的规定，在收到有关主管机关就质权发出或制定的通知、指令或建议时，于五日内向质权人出示上述通知、指令或建议，同时遵守上述通知、指令或建议，或按照质权人的合理要求或经质权人同意就上述事宜提出反对意见和陈述；

comply with the provisions of all laws and regulations applicable to the pledge of rights, and within 5 days of receipt of any notice, order or recommendation issued or prepared by relevant competent authorities regarding the Pledge, shall present the aforementioned notice, order or recommendation to Pledgee, and shall comply with the aforementioned notice, order or recommendation or submit objections and representations with respect to the aforementioned matters upon Pledgee's reasonable request or upon consent of Pledgee;

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6.1.3 将任何可能导致对出质股权或其任何部分的权利产生影响的事件或收到的通知，以及可能改变出质人在本协议中的任何保证、义务或对出质人履行其在本协议中义务可能产生影响的任何事件或收到的通知及时通知质权人。

promptly notify Pledgee of any event or notice received by Pledgor that may have an impact on Pledgee's rights to the Equity Interest or any portion thereof, as well as any event or notice received by Pledgor that may have an impact on any guarantees and other obligations of Pledgor arising out of this Agreement.

6.2 出质人同意，质权人按本协议条款取得的对质权享有的权利，不应受到出质人或出质人的继承人或出质人之委托人或任何其他人通过法律程序的中断或妨害。

Pledgor agrees that the rights acquired by Pledgee in accordance with this Agreement with respect to the Pledge shall not be interrupted or harmed by Pledgor or any heirs or representatives of Pledgor or any other persons through any legal proceedings.

6.3 出质人向质权人保证，为保护或完善本协议对偿付业务合作协议项下咨询服务费等费用的担保，出质人将诚实签署、并促使其他与质权有利害关系的当事人签署质权人所要求的所有的权利证书、契约和/或履行并促使其他有利害关系的当事人履行质权人所要求的行为，并为本协议赋予质权人之权利、授权的行使提供便利，与质权人或其指定的人(自然人/法人)签署所有的有关出质股权所有权的文件，并在合理期间内向质权人提供其认为需要的所有的有关质权的通知、命令及决定。

To protect or perfect the security interest granted by this Agreement for payment of the consulting and service fees under the Business Cooperation Agreement, Pledgor hereby undertakes to execute in good faith and to cause other parties who have an interest in the Pledge to execute all certificates, agreements, deeds and/or covenants required by Pledgee.  Pledgor also undertakes to perform and to cause other parties who have an interest in the Pledge to perform actions required by Pledgee, to facilitate the exercise by Pledgee of its rights and authority granted thereto by this Agreement, and to enter into all relevant documents regarding ownership of Equity Interest with Pledgee or designee(s) of Pledgee (natural persons/legal persons).  Pledgor undertakes to provide Pledgee within a reasonable time with all notices, orders and decisions regarding the Pledge that are required by Pledgee.

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6.4 出质人向质权人保证，出质人将遵守、履行本协议项下所有的保证、承诺、协议、陈述及条件。如出质人不履行或不完全履行其保证、承诺、协议、陈述及条件，出质人应赔偿质权人由此遭受的一切损失。

Pledgor hereby undertakes to comply with and perform all guarantees, promises, agreements, representations and conditions under this Agreement. In the event of failure or partial performance of its guarantees, promises, agreements, representations and conditions, Pledgor shall indemnify Pledgee for all losses resulting therefrom.

7. 违约事件

Event of Breach

7.1 下列事项均被视为违约事件：

The following circumstances shall be deemed Event of Default:

7.1.1 丙方未能按期、完整履行任何业务合作协议项下责任，包括但不限于丙方未能按期足额支付业务合作协议项下的应付的咨询服务费等费用或有违反该协议其他义务的行为；

Party C fails to fully and timely fulfill any liabilities under the Business Cooperation Agreement, including without limitation failure to pay in full any of the consulting and service fees payable under the Business Cooperation Agreement or breaches any other obligations of Party C thereunder;

7.1.2 出质人或丙方实质违反本协议的任何条款；

Pledgor or Party C has committed a material breach of any provisions of this Agreement;

7.1.3 除本协议第6.1.1条的约定外，出质人舍弃出质的出质股权或未获得质权人书面同意而擅自转让或意图转让出质的出质股权；和

Except as expressly stipulated in Section 6.1.1, Pledgor transfers or purports to transfer or abandons the Equity Interest pledged or assigns the Equity Interest pledged without the written consent of Pledgee; and

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7.1.4 丙方的继承人或代管人只能履行部分或拒绝履行业务合作协议项下的支付责任。

The successor or custodian of Party C is capable of only partially perform or refuses to perform the payment obligations under the Business Cooperation Agreement.

7.2 如知道或发现本第7.1条所述的任何事项或可能导致上述事项的事件已经发生，出质人应立即以书面形式通知质权人。

Upon notice or discovery of the occurrence of any circumstances or event that may lead to the aforementioned circumstances described in Section 7.1, Pledgor shall immediately notify Pledgee in writing accordingly.

7.3 除非第7.1部分下的违约事件在质权人向出质人发出要求其修补此违约行为通知后的二十（20）天之内已经按质权人要求获得救济，质权人在其后的任何时间，可向出质人发出书面违约通知，要求依据第8部分履行其处理出质股权的权利。

Unless an Event of Default set forth in this Section 7.1 has been successfully resolved to Pledgee's satisfaction within twenty (20) days after the Pledgee delivers a notice to the Pledgor requesting ratification of such Event of Default, Pledgee may issue a Notice of Default to Pledgor in writing at any time thereafter, demanding the Pledgor to immediately dispose of the Pledge in accordance with the provisions of Article 8 of this Agreement.

8. 质权的行使

Exercise of Pledge

8.1 在业务合作协议所述的咨询服务费等费用未全部偿还前，未经质权人书面同意，出质人不得转让本质权和其拥有的出质股权。

Prior to the full payment of the consulting and service fees described in the Business Cooperation Agreement, without the Pledgee's written consent, Pledgor shall not assign the Pledge or the Equity Interest in Party C.

8.2 在质权人行使其质押权利时，质权人可以向出质人发出书面违约通知。

Pledgee may issue a Notice of Default to Pledgor when exercising the Pledge.

8.3 受限于第7.3条的规定，质权人可在按第7.2条发出违约通知之后的任何时间里对质权行使处分的权利。质权人决定行使处分质权的权利时，出质人即不再拥有任何与出质股权有关的权利和利益。

Subject to the provisions of Section 7.3, Pledgee may exercise the right to enforce the Pledge at any time after the issuance of the Notice of Default in accordance with Section 7.2. Once Pledgee elects to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interest.

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8.4 在违约时，根据中国有关法律的规定，质权人有权按照法定程序处置出质股权。仅在中国法律允许的范围内，对于处置的所得，质权人无需给付出质人；出质人特此放弃其可能有的能向质权人要求任何出质股权处置所得的权利；同样，出质人对质权人在该出质股权处置后的亏空也不承担任何义务。

In the event of default, Pledgee is entitled to dispose of the Equity Interest pledged in accordance with applicable PRC laws. Only to the extent permitted under applicable PRC laws, Pledgee has no obligation to account to Pledgor for proceeds of disposition of the Equity Interest, and Pledgor hereby waives any rights it may have to demand any such accounting from Pledgee; Likewise, in such circumstance Pledgor shall have no obligation to Pledgee for any deficiency remaining after such disposition of the Equity Interest pledged.

8.5 质权人依照本协议处分质权时，出质人和丙方应予以必要的协助，以使质权人实现其质权。

When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

9. 转让

Assignment

9.1 除非经质权人事先同意，出质人无权赠予或转让其在本协议项下的权利义务。

Without Pledgee's prior written consent, Pledgor shall not have the right to assign or delegate its rights and obligations under this Agreement.

9.2 本协议对出质人及其继任人和经许可的受让人均有约束力，并且对质权人及每一继任人和受让人有效。

This Agreement shall be binding on Pledgor and its successors and permitted assigns, and shall be valid with respect to Pledgee and each of its successors and assigns.

9.3 质权人可以在任何时候将其在业务合作协议项下的所有或任何权利和义务转让给其指定的人（自然人/法人），在这种情况下，受让人应享有和承担本协议项下质权人享有和承担的权利和义务，如同其作为原协议方应享有和承担的一样。质权人转让业务合作协议项下的权利和义务时，应质权人要求，出质人应就此转让签署有关协议和/或文件。

At any time, Pledgee may assign any and all of its rights and obligations under the Business Cooperation Agreement to its designee(s) (natural/legal persons), in which case the assigns shall have the rights and obligations of Pledgee under this Agreement, as if it were the original party to this Agreement. When the Pledgee assigns the rights and obligations under the Business Cooperation Agreement, upon Pledgee's request, Pledgor shall execute relevant agreements or other documents relating to such assignment.

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9.4 因转让所导致的质权人变更后，应质权人要求，出质人应与新的质权人签订一份内容与本协议一致的新质押协议，并在相应的工商行政管理机关进行登记。

In the event of a change in Pledgee due to an assignment, Pledgor shall, at the request of Pledgee, execute a new pledge agreement with the new pledgee on the same terms and conditions as this Agreement, and register the same with the relevant AIC.

9.5 出质人应严格遵守本协议和各方单独或共同签署的其他有关协议的规定，包括独家购买权合同和对质权人的授权委托书，履行各协议项下的义务，并不进行任何足以影响协议的有效性和可强制执行性的作为/不作为。除非根据质权人的书面指示，出质人不得行使其对出质股权还留存的权利。

Pledgor shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by the Parties hereto or any of them, including the Exclusive Option Agreement and the Power of Attorney granted to Pledgee, perform the obligations hereunder and thereunder, and refrain from any action/omission that may affect the effectiveness and enforceability thereof. Any remaining rights of Pledgor with respect to the Equity Interest pledged hereunder shall not be exercised by Pledgor except in accordance with the written instructions of Pledgee.

10. 终止

Termination

在业务合作协议项下的咨询服务费等费用偿还完毕，并且丙方不再承担业务合作协议项下的任何义务之后，本协议终止，并且在尽早合理可行的时间内，质权人应取消或解除本协议。

Upon the full payment of the consulting and service fees under the Business Cooperation Agreement and upon termination of Party C's obligations under the Business Cooperation Agreement, this Agreement shall be terminated, and Pledgee shall then cancel or terminate this Agreement as soon as reasonably practicable.

11. 手续费及其他费用

Handling Fees and Other Expenses

一切与本协议有关的费用及实际开支，其中包括但不限于法律费用、工本费、印花税以及任何其他税收、费用等全部由丙方承担。

All fees and out of pocket expenses relating to this Agreement, including but not limited to legal costs, costs of production, stamp tax and any other taxes and fees, shall be borne by Party C.

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12. 保密责任

Confidentiality

各方承认及确定有关本协议、本协议内容，以及彼此就准备或履行本协议而交换的任何口头或书面资料均被视为保密信息。各方应当对所有该等保密信息予以保密，而在未得到另一方书面同意前，不得向任何第三者披露任何保密信息，惟下列信息除外：(a)公众人士知悉或将会知悉的任何信息（惟并非由接受保密信息之一方擅自向公众披露）；(b)根据适用法律法规、股票交易规则、或政府部门或法院的命令而所需披露之任何信息；或(c)由任何一方就本协议所述交易而需向其股东、投资者、法律或财务顾问披露之信息，而该股东、法律或财务顾问亦需遵守与本条款相类似之保密责任。如任何一方工作人员或聘请机构的泄密均视为该方的泄密，需依本协议承担违约责任。无论本协议以任何理由终止，本条款仍然生效。

The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall  be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.

13. 适用法律和争议的解决

Governing Law and Resolution of Disputes

13.1 本协议的订立、效力、解释、履行、修改和终止以及争议的解决均适用中国法律。

The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by the laws of China.

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13.2 因解释和履行本协议而发生的任何争议，本协议各方应首先通过友好协商的方式加以解决。如果在一方向其他方发出要求协商解决的书面通知后30天之内争议仍然得不到解决，则任何一方均可将有关争议提交给中国国际经济贸易仲裁委员会，由该会按照其仲裁规则仲裁解决。仲裁应在北京进行，使用之语言为中文。仲裁裁决是终局性的，对各方均有约束力。

In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party's request to the other Parties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to the China International Economic and Trade Arbitration Commission for arbitration, in accordance with its Arbitration Rules. The arbitration shall be conducted in Beijing, and the language used in arbitration shall be Chinese. The arbitration award shall be final and binding on all Parties.

13.3 因解释和履行本协议而发生任何争议或任何争议正在进行仲裁时，除争议的事项外，本协议各方仍应继续行使各自在本协议项下的其他权利并履行各自在本协议项下的其他义务。

Upon the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitration of any dispute, except for the matters under dispute, the Parties to this Agreement shall continue to exercise their respective rights under this Agreement and perform their respective obligations under this Agreement.

14. 通知

Notices

17.1 本协议项下要求或发出的所有通知和其他通信应通过专人递送、挂号邮寄、邮资预付或商业快递服务或传真的方式发到该方下列地址。每一通知还应再以电子邮件送达。该等通知视为有效送达的日期按如下方式确定：

All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission to the address of such party set forth below. A confirmation copy of each notice shall also be sent by E-mail. The dates on which notices shall be deemed to have been effectively given shall be determined as follows:

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17.2 通知如果是以专人递送、快递服务或挂号邮寄、邮资预付发出的，则以于设定为通知的地址在接收或拒收之日为有效送达日。

Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively given on the date of receipt or refusal at the address specified for notices.

17.3 通知如果是以传真发出的，则以成功传送之日为有效送达日（应以自动生成的传送确认信息为证）。

Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically generated confirmation of transmission).

17.4 为通知的目的，各方地址如下：

For the purpose of notices, the addresses of the Parties are as follows:

甲方： 平顶山平临高速公路有限责任公司

Party A: Pingdingshan Pinglin Expressway Co., Ltd.

地址： 平顶山市新城区平临高速公路收费站

Address: Pinglin Expressway Toll Gate, Xincheng District,

Pingdingshan

收件人： 刘蓓

Attn: Liu Bei

电话： 0375-2754377

Phone: 0375-2754377

传真： 0375-2754444

Facsimile: 0375-2754444

乙方： 河南盛润置业有限公司

Party B: Henan Shengrun Real Estate Co., Ltd.

地址： 郑州市金水路新鑫花园12号楼一层

Address: 1st Floor, No.12 Building, Xinxin Garden, Jinshui Road, Zhengzhou

收件人： 时景瑛

Attn: Shi Jingying

电话： 0371-68260955

Phone: 0371-68260955

传真： 0375-68260955

Facsimile: 0375-68260955

丙方： 郑州四棉置业有限公司

Party C: Zhengzhou Simian Real Estate Co., Ltd.

地址： 郑州市金水路新鑫花园12号楼一层

Address: 1st Floor, No.12 Building, Xinxin Garden, Jinshui Road, Zhengzhou

收件人： 范金华

Attn: Fan Jinhua

电话： 0371-68261738

Phone: 0371-68261738

传真： 0371-68261738

Facsimile: 0371-68261738

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17.5 任何一方可按本条规定随时给其他各方发出通知来改变其接收通知的地址。

Any Party may at any time change its address for notices by a notice delivered to the other Parties in accordance with the terms hereof.

15. 分割性

Severability

如果本协议有任何一条或多条规定根据任何法律或法规在任何方面被裁定为无效、不合法或不可执行，本协议其余规定的有效性、合法性或可执行性不应因此在任何方面受到影响或损害。各方应通过诚意磋商，争取以法律许可以及各方期望的最大限度内有效的规定取代那些无效、不合法或不可执行的规定，而该等有效的规定所产生的经济效果应尽可能与那些无效、不合法或不能强制执行的规定所产生的经济效果相似。

In the event that one or several of the provisions of this Contract are found to be invalid, illegal or unenforceable in any aspect in accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Contract shall not be affected or compromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions.

16. 附件

Attachments

本协议所列附件，为本协议不可分割的组成部分。

The attachments set forth herein shall be an integral part of this Agreement.

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17. 生效

Effectiveness

17.1 本协议的任何修改、补充或变更，均须采用书面形式，经各方签字或盖章并按规定办理政府登记（如需）后生效。

Any amendments, changes and supplements to this Agreement shall be in writing and shall become effective upon completion of the governmental filing procedures (if applicable) after the affixation of the signatures or seals of the Parties.

17.2 本协议以中文和英文书就，一式三份，质权人、出质人和丙方各持一份，具有同等效力；中英文版本如有冲突，应以中文版为准。

This Agreement is written in Chinese and English in three copies. Pledgor, Pledgee and Party C shall hold one copy respectively.  Each copy of this Agreement shall have equal validity.  In case there is any conflict between the Chinese version and the English version, the Chinese version shall prevail.

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有鉴于此，各方已使得经其授权的代表于文首所述日期签署了本股权质押协议并即生效，以昭信守。

IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Equity Interest Pledge Agreement as of the date first above written.

甲方： 平顶山平临高速公路有限责任公司

Party A: Pingdingshan Pinglin Expressway Co., Ltd.

签字：

By: /s/ Li Xipeng

姓名： 李喜朋

Name: Li Xipeng

职位： 法定代表人

Title: Legal Representative

乙方： 河南盛润置业有限公司

Party B: Henan Shengrun Real Estate Co., Ltd.

签字：

By: /s/ Shu Pujuan

姓名： 舒蒲娟

Name: Shu Pujuan

职位： 法定代表人

Title: Legal Representative

丙方： 郑州四棉置业有限公司

Party C: Zhengzhou Simian Real Estate Co., Ltd.

签字：

By: /s/ Shu Pujuan

姓名： 舒蒲娟

Name Shu Pujuan

职位： 法定代表人

Title: Legal Representative

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附件：

Attachments:

1. 丙方股东名册；

Shareholders' Register of Party C;

2. 丙方的出资证明书；

The Capital Contribution Certificate for Party C;

3. 独家业务合作协议。

Exclusive Business Cooperation Agreement.

EX-10.5

授权委托书

Power of Attorney

本公司，河南盛润置业有限公司，系拥有郑州四棉置业有限公司（“四棉置业”）100%的股权的股东，就其持有的51%四棉置业股权（“本公司股权”），特此不可撤销地授权平顶山平临高速公路有限责任公司（“WFOE”）在本授权委托书的有效期内行使如下权利：

We, Henan Shengrun Real Estate Co., Ltd., and a holder of 100% of the entire registered capital in Zhengzhou Simian Real Estate Co., Ltd. ("Simian Real Estate"), hereby irrevocably authorize Pingdingshan Pinglin Expressway Co., Ltd. ("WFOE") to exercise the following rights relating to 51% of equity interest in Simian Real Estate (“Our Shareholding”) during the term of this Power of Attorney:

授权WFOE作为本公司唯一的排他的代理人就有关本公司股权的事宜全权代表本公司行使包括但不限于如下的权利：1）参加四棉置业的股东会；2）行使按照法律和四棉置业章程规定本公司就本公司股权所享有的全部股东权和股东表决权，包括但不限于出售或转让或质押或处置本公司股权的全部或任何一部分；以及3）作为本公司的授权代表行使本公司股权享有的指定和任命四棉置业的法定代表人、董事、监事、总经理以及其他高级管理人员等。

WFOE is hereby authorized to act on behalf of ourselves as our exclusive agent and attorney with respect to all matters concerning Our Shareholding, including without limitation to: 1) attend shareholders' meetings of Simian Real Estate; 2) exercise all the shareholder's rights and shareholder's voting rights we are entitled to in connection with Our Shareholding under the laws of China and Simian Real Estate’s Articles of Association, including but not limited to the sale or transfer or pledge or disposition of Our Shareholding in part or in whole; and 3) designate and appoint on behalf of ourselves the legal representative, the director, supervisor, the chief executive officer and other senior management members of Simian Real Estate that we are entitled to in connection with Our Shareholding.

WFOE将有权在授权范围内代表本公司签署独家购买权合同（本公司应要求作为合同方）中约定的转让合同，如期履行本公司作为合同一方的与本授权委托书同日签署的股权质押合同和独家购买权合同，该权利的行使将不对本授权形成任何限制。

Without limiting the generality of the powers granted hereunder, WFOE shall have the power and authority under this Power of Attorney to execute the Transfer Contracts stipulated in Exclusive Option Agreement, to which we are required to be a party, on behalf of ourselves, and to effect the terms of the Share Pledge Agreement and Exclusive Option Agreement, both dated the date hereof, to which we are a party.

秘密文件 Strictly Confidential

1

WFOE就本公司股权的一切行为均视为本公司的行为，签署的一切文件均视为本公司签署，本公司会予以承认。

All the actions associated with Our Shareholding conducted by WFOE shall be deemed as our own actions, and all the documents related to Our Shareholding executed by WFOE shall be deemed to be executed by us.  We hereby acknowledge and ratify those actions and/or documents by WFOE.

WFOE有转委托权，可以就上述事项的办理自行再委托其他人或单位而不必事先通知本公司或获得本公司的同意。

WFOE is entitled to re-authorize or assign its rights related to the aforesaid matters to any other person or entity at its own discretion and without giving prior notice to us or obtaining our consent.

在本公司持有本公司股权期间，本授权委托书不可撤销并持续有效，自授权委托书签署之日起算。

This Power of Attorney is coupled with an interest and shall be irrevocable and continuously valid from the date of execution of this Power of Attorney, so long as we hold Our Shareholding.

本授权委托书期间，本公司特此放弃已经通过本授权委托书授权给WFOE的与本公司股权有关的所有权利，不再自行行使该等权利。

During the term of this Power of Attorney, we hereby waive all the rights associated with Our Shareholding, which have been authorized to WFOE through this Power of Attorney, and shall not exercise such rights by ourselves.

本授权委托书以中文和英文书就，中英文版本如有冲突，应以中文版为准。

This Power of Attorney is written in Chinese and English; in case there is any conflict between the Chinese version and the English version, the Chinese version shall prevail.

河南盛润置业有限公司
Henan Shengrun Real Estate Co., Ltd.
签署：
By:	/s/ Shu Pujuan
	2011年10月10日
	October 10, 2011

见证人
Witness:	/s/ Wang Feng
姓名：
Name:	Wang Feng
2011年10月10日
October 10, 2011

秘密文件 Strictly Confidential

2

EX-99.1

ZHENGZHOU SIMIAN REAL ESTATE COMPANY LIMITED

(A DEVELOPMENT STAGE COMPANY)

CONTENTS

PAGE	1	REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PAGES	2	BALANCE SHEETS AS OF JUNE 30, 2011 AND 2010
PAGE	3	STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME FOR THE YEARS ENDED JUNE 30, 2011 AND 2010 AND FOR THE PERIOD FROM AUGUST 21, 2008 (INCEPTION) THROUGH JUNE 30, 2011
PAGE	4	STATEMENT OF CHANGES IN SHAREHOLDER’S EQUITY FOR THE PERIOD FROM AUGUST 21, 2008 (INCEPTION) THROUGH JUNE 30, 2011
PAGES	5	STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED JUNE 30, 2011 AND 2010 AND FOR THE PERIOD FROM AUGUST 21, 2008 (INCEPTION) THROUGH JUNE 30, 2011
PAGES	6-17	NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED JUNE 30, 2011 AND 2010 AND FOR THE PERIOD FROM AUGUST 21, 2008 (INCEPTION) THROUGH JUNE 30, 2011

REPORT OF INDEPENDENT REGISTERED PUBLIC ACOUNTING FIRM

To the Board of Directors and Shareholders of:

Zhenghou Simian Real Estate Co., Ltd.

(A Development Stage Company)

We have audited the accompanying balance sheets of Zhenghou Simian Real Estate Co., Ltd.  (the “Company”) as of June 30, 2011 and 2010, and the related statements of operations and comprehensive income, changes in shareholder's equity and cash flows for the years ended June 30, 2011 and 2010 and for the period from August 21, 2008 (inception) through June 30, 2011. These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Zhenghou Simian Real Estate Co., Ltd. as of June 30, 2011 and 2010, and the results of their operations and their cash flows for the years ended June 30, 2011 and 2010 and for the period from August 21, 2008 (inception) through June 30, 2011, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company incurred a net loss of $75,197 and a negative cash flow from operations of $7,908,319 for the year ended June 30, 2011. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from this uncertainty.

/s/ Weinberg & Company, P.A.

Weinberg & Company, P.A.

Boca Raton, Florida

October 10, 2011

F-1

ZHENGZHOU SIMIAN REAL ESTATE CO., LTD.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

	June 30, 2011			June 30, 2010
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	19,684		$	931,384
Restricted cash		6,188,598			-
Notes receivable from related parties		2,011,294			2,937,461
Real estate property under development		131,226,252			123,369,435
Deferred tax assets		35,964			15,911
Total current assets		139,481,792			127,254,191
LONG-TERM ASSETS
Property and equipment, net		1,775			2,198
Deferred tax assets		290,662			275,930
Total long-term assets		292,437			278,128
TOTAL ASSETS	$	139,774,229		$	127,532,319
LIABILITIES AND SHAREHOLDER’S EQUITY
CURRENT LIABILITIES
Other payables and accrued liabilities	$	56,367		$	13,232
Notes payable to a related party		6,188,598			-
Due to related parties		21,432,022			21,030,394
Total current liabilities		27,676,987			21,043,626
TOTAL LIABILITIES		27,676,987			21,043,626
CONTINGENCIES
SHAREHOLDERS’ EQUITY
Registered capital		148,821,004			2,921,926
Additional paid-in capital		(43,119,973	)		102,779,105
Accumulated other comprehensive income		6,244,474			560,728
Retained earnings accumulated during the development stage		151,737			226,934
Total Shareholder’s Equity		112,097,242			106,488,693
TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY	$	139,774,229		$	127,532,319

See accompanying notes to the financial statements.

F-2

ZHENGZHOU SIMIAN REAL ESTATE CO., LTD.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

	For the Year Ended June 30, 2011			For the Year Ended June 30, 2010			For the Period From August 21, 2008 (Inception) Through  June 30, 2011
REVENUES	$	-		$	-		$	-
OPERATING COSTS		-			-			-
GROSS PROFIT		-			-			-
General and administrative expenses		(135,369	)		(61,993	)		(202,030	)
LOSS FROM OPERATIONS		(135,369	)		(61,993	)		(202,030	)
OTHER INCOME
Interest income, net		41,446			584			44,725
LOSS FROM OPERATIONS BEFORE INCOME TAXES		(93,923	)		(61,409	)		(157,305	)
INCOME TAX BENEFIT		18,726			15,352			309,042
NET INCOME (LOSS)		(75,197	)		(46,057	)		151,737
OTHER COMPREHENSIVE INCOME
Foreign currency translation gain		5,683,746			560,728			6,244,474
OTHER COMPREHENSIVE INCOME		5,683,746			560,728			6,244,474
COMPREHENSIVE INCOME	$	5,608,549		$	514,671		$	6,396,211

See accompanying notes to the financial statements.

F-3

ZHENGZHOU SIMIAN REAL ESTATE CO., LTD.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CHANGES IN SHAREHOLDER’S EQUITY

FOR THE PERIOD FROM AUGUST 21, 2008 (INCEPTION) THROUGH JUNE 30, 2011

	Registered  Capital		Additional  Paid-in Capital			Accumulated Other Comprehensive  Income		Retained Earnings Accumulated  During The Development Stage			Total
Cash contributed in May, 2009		2,921,926		8,473,586			-		-			11,395,512
Land use right contributed, net of assumed debt in May, 2009		-		92,182,492			-		-			92,182,492
Net income		-		-			-		272,991			272,991
BALANCE AT JULY 1, 2009	$	2,921,926	$	100,656,078		$	-	$	272,991		$	103,850,995
Foreign currency translation gain		-		-			560,728		-			560,728
Cash contributed in July, 2009		-		2,123,027			-		-			2,123,027
Net loss		-		-			-		(46,057	)		(46,057	)
BALANCE AT JUNE 30, 2010		2,921,926		102,779,105			560,728		226,934			106,488,693
Foreign currency translation gain		-		-			5,683,746		-			5,683,746
Registered capital transfer from additional paid-in capital in April, 2011		145,899,078		(145,899,078	)		-		-			-
Net loss		-		-			-		(75,197	)		(75,197	)
BALANCE AT JUNE 30, 2011	$	148,821,004	$	(43,119,973	)	$	6,244,474	$	151,737		$	112,097,242

See accompanying notes to the financial statements.

F-4

ZHENGZHOU SIMIAN REAL ESTATE CO., LTD.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

	For the Year  Ended June  30, 2011			For the Year  Ended June  30, 2011			For the  Period From August 21,  2008  (Inception) Through June 30, 2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(75,197	)	$	(46,057	)	$	151,737
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization		611			1,206			1,919
Deferred taxes		(20,052	)		(15,418	)		(310,434	)
Changes in operating assets and liabilities:
(Increase) Decrease In:
Real estate property under development		(7,856,817	)		(1,536,420	)		(9,415,428	)
Increase (Decrease) In:
Other payables and accrued liabilities		43,136			13,232			56,368
Net cash used in operating activities		(7,908,319	)		(1,583,457	)		(9,515,838	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment					(468	)		(3,488	)
Decrease (Increase) of advance to related party					2,428,650			2,874
Issuance of notes receivable from a related party		(1,961,435	)		-			(4,883,361	)
Repayment of notes receivable from related parties		3,017,592			-			3,017,592
Net cash provided by investing activities		1,056,157			2,428,182			(1,866,383	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from related party-payable		95,630,429			31,329,515			150,685,984
Repayments from related party-payable		(90,298,596	)		(34,139,709	)		(154,066,636	)
Restricted cash		(6,188,598	)		-			(6,188,598	)
Contributed capital		-			2,123,027			13,518,539
Net cash (used in) provided by financing activities		(856,765	)		(687,167	)		3,949,289
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(7,708,927	)		157,558			(7,432,932	)
Effect of exchange rate changes on cash		6,797,228			655,389			7,452,617
Cash and cash equivalents at beginning of year		931,384			118,437			-
CASH AND CASH EQUIVALENTS AT END OF YEAR	$	19,685		$	931,384		$	19,685

SUPPLEMENTAL NON-CASH DISCLOSURES:

1. During the years ended June 30, 2011 and 2010, $145,899,078 and $0 were transferred from additional paid in capital to registered capital, respectively.

2. For the period from August 21, 2008 (inception) through June 30, 2009 land use rights of $121,810,823 were contributed to the Company by the shareholder and the Company assumed $29,628,331 of debt related to the land use right.

See accompanying notes to the financial statements.

F-5

 

ZHENGZHOU SIMIAN REAL ESTATE CO., LTD.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2011 AND 2010 AND FOR THE PERIOD

FROM AUGUST 21, 2008 (INCEPTION) THROUGH JUNE 30, 2011

1. ORGANIZATION AND PRINCIPAL ACTIVITIES

Zhengzhou Simian Real Estate Co., Ltd. (“Simian Real Estate” or the “Company”) was incorporated under the laws of the People’s Republic of China on August 21, 2008 by two investors, namely, Henan Shengrun Real Estate Co., Ltd. (“Shengrun real estate”) and Zhengzhou Simian Textile Co., Ltd. (“Simian Textile”). At establishment, the percentage of each party’s equity interest was 85% and 15%, respectively. In October, 2010, Simian Textile transferred its equity interest in the Company to Shengrun. As a result, the Company is wholly owned by Shengrun real estate.

The principal activities of the Company are the development of residential and commercial real estate.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a)  Basis of Presentation

The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”).

(b)  Development Stage

The Company has not realized revenues from its planned principal business purpose and is considered to be in its development stage in accordance with ASC 915, "Development Stage Entities", formerly known as Statement of Financial Accounting Standards (“SFAS”) 7, "Accounting and Reporting by Development Stage Enterprises." Activities during the development stage primarily include capital contributions and the development of the real estate property.

(c)  Concentrations

The location of the operations of the Company is solely in the Henan Province, People’s Republic of China (“PRC”).

(d)  Economic and Political Risks

The Company’s operations are conducted in the PRC. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC economy.

(e)  Use of Estimates

The preparation of the financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Estimates are used for, but not limited to, the selection of the useful lives of property and equipment, fair values, taxes, budgeted costs and other similar charges. Management believes that the estimates utilized in preparing its financial statements are reasonable and prudent. Actual results could differ from these estimates.

F-6

 

ZHENGZHOU SIMIAN REAL ESTATE CO., LTD.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2011 AND 2010 AND FOR THE PERIOD

FROM AUGUST 21, 2008 (INCEPTION) THROUGH JUNE 30, 2011

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(f)  Risks and Uncertainties

The Company's operations may be subject to significant risk and uncertainties including financial, operational, regulatory and other risks associated with a development stage company, including the potential risk of business failure. Also, see Note 3 regarding going concern matters.

(g)  Fair Value of Financial Instruments

ASC 820-10 (formerly SFAS No. 157, fair value measurement) establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

These tiers include:

• Level 1—defined as observable inputs such as quoted prices in active markets;

• Level 2—defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

• Level 3—defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

Cash and cash equivalents consist primarily of highly rated money market funds at a variety of well-known institutions with original maturities of three months or less. The original cost of these assets approximates fair value due to their short term maturity. The Company does not maintain any bank accounts in the United States of America.

The Company’s financial instruments include restricted cash, notes receivable from related parties, other receivables, other payables, accrued liabilities, due to related parties and deferred taxes. The Company estimated that the carrying amount approximates fair value due to their short-term nature.

(h)  Land Use Rights

According to the laws of China, land in the PRC is owned by the Government and cannot be sold to an individual or company.  However, the government grants the user a “land use right” to use the land.   The land use rights granted to the Company are recorded to real estate property under development.

(i)  Real Estate Property Under Development

Real estate properties consist of commercial offices and residential unit sites under development. The Company leases the land for the residential unit sites under land use right leases with various terms from the PRC. Real estate property under development is stated at the lower of cost or fair value less selling costs.

For the land use rights contributed by the shareholder - Henan Shengrun, the Company recorded them at the historical cost basis in accordance with SEC Staff Bulletin Topic 5(g) - transfers of nonmonetary assets to a company by its shareholders in exchange for stock should be recorded at the transferor’s historical cost basis determined under GAAP.

F-7

ZHENGZHOU SIMIAN REAL ESTATE CO., LTD.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2011 AND 2010 AND FOR THE PERIOD

FROM AUGUST 21, 2008 (INCEPTION) THROUGH JUNE 30, 2011

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(i)  Real Estate Property Under Development (Continued)

Expenditures for land development, including cost of land use rights, deed tax, pre-development costs, interest cost and construction costs, are capitalized and allocated to development projects by the specific identification method. Costs are allocated to specific units within a project based on the ratio of the sales value of units to the estimated total sales value times the total project costs.

In accordance with ASC 360, “Property, Plant and Equipment” (“ASC 360”), real estate property under development are subject to valuation adjustments when the carrying amount exceeds fair value. An impairment loss is recognized only if the carrying amount of the assets is not recoverable and exceeds fair value. The carrying amount is not recoverable if it exceeds the sum of the undiscounted cash flows expected to be generated by the assets.

For the years ended June 30, 2011 and 2010, there was no impairment for real estate property under development.

(j)  Property and Equipment

Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation is provided over their estimated useful lives, using the straight-line method. Leasehold improvements are amortized over the life of the asset or the term of the lease, whichever is shorter.  Estimated useful lives are as follows:

Motor vehicles	5 years
Office equipment	5 years

The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the statement of income. The cost of maintenance and repairs is charged to expense as incurred, whereas significant renewals and betterments are capitalized.

(k)  Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequence attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of income in the period that includes the enactment date. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain.  Also see Note 11.

F-8

ZHENGZHOU SIMIAN REAL ESTATE CO., LTD.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2011 AND 2010 AND FOR THE PERIOD

FROM AUGUST 21, 2008 (INCEPTION) THROUGH JUNE 30, 2011

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 (l)       Foreign Currency Translation

The accompanying financial statements are presented in United States dollars.  The functional currency of the Company is the Renminbi (RMB).  The financial statements are translated into United States dollars from RMB at year-end exchange rates as to assets and liabilities and average exchange rates as to revenues and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred.

	June 30,  2011		June 30, 2010
Year ended RMB:  US$ exchange rate		6.4635		6.8088
Average RMB:  US$ exchange rate for the year ended		6.6278		6.8367

 (m)     Comprehensive Income

Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners.  Among other disclosures, all items that are required to be recognized under current accounting standards as components of comprehensive income should be reported in a financial statement that is presented with the same prominence as other financial statements. The Company’s only component of comprehensive income is the foreign currency translation adjustment.

F-9

ZHENGZHOU SIMIAN REAL ESTATE CO., LTD.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2011 AND 2010 AND FOR THE PERIOD

FROM AUGUST 21, 2008 (INCEPTION) THROUGH JUNE 30, 2011

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 (n)     Recent Accounting Pronouncements 

In December 2010, the FASB issued ASU No. 2010-28 (“ASU 2010-28”), Intangibles — Goodwill and Other (“ASC 350”): When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts. The objective of this standard is to address questions about entities with reporting units with zero or negative carrying amounts because some entities concluded that Step 1 of the test is passed in those circumstances because the fair value of their reporting unit will generally are greater than zero. The amendments in this standard modify Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. This standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2010. Early adoption is not permitted. The Company does not expect the adoption of ASU 2010-28 will have a material impact on its financial statements.

In December 2010, the FASB issued ASU No. 2010-29 (“ASU 2010-29”), Disclosure of Supplementary Pro Forma Information for Business Combinations (“ASC 805”). The objective of this standard is to address diversity in practice about the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. This standard specifies that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. This standard also expands the supplemental pro forma disclosures under ASC 805 to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. This standard is effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. Early adoption is permitted. The Company does not expect the adoption of ASU 2010-29 will have a material impact on its financial statements.

In May 2011, the FASB issued ASU No. 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The guidance in ASU 2011-04 changes the wording used to describe the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements, including clarification of the FASB's intent about the application of existing fair value and disclosure requirements and changing a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. The amendments in this ASU should be applied prospectively and are effective for interim and annual periods beginning after December 15, 2011. Early adoption by public entities is not permitted. The adoption of this guidance is not expected to have a material impact on the Company’s financial position or results of operations.

In June 2011, the FASB issued ASU No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income. The guidance in ASU 2011-05 applies to both annual and interim financial statements and eliminates the option for reporting entities to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. This ASU also requires consecutive presentation of the statement of net income and other comprehensive income. Finally, this ASU requires an entity to present reclassification adjustments on the face of the financial statements from other comprehensive income to net income. The amendments in this ASU should be applied retrospectively and are effective for fiscal year, and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company’s financial position or results of operations.

F-10

 ZHENGZHOU SIMIAN REAL ESTATE CO., LTD.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2011 AND 2010 AND FOR THE PERIOD

FROM AUGUST 21, 2008 (INCEPTION) THROUGH JUNE 30, 2011

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 (n)     Recent Accounting Pronouncements (Continued)

In September 2011, the FASB issued ASU No. 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Goodwill for Impairment. The guidance in ASU 2011-08 is intended to reduce complexity and costs by allowing an entity the option to make a qualitative evaluation about the likelihood of goodwill impairment to determine whether it should calculate the fair value of a reporting unit. The amendments also improve previous guidance by expanding upon the examples of events and circumstances that an entity should consider between annual impairment tests in determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Also, the amendments improve the examples of events and circumstances that an entity having a reporting unit with a zero or negative carrying amount should consider in determining whether to measure an impairment loss, if any, under the second step of the goodwill impairment test. The amendments in this ASU are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011, if an entity’s financial statements for the most recent annual or interim period have not yet been issued. The adoption of this guidance is not expected to have a material impact on the Company’s financial position or results of operations.

F-11

ZHENGZHOU SIMIAN REAL ESTATE CO., LTD.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2011 AND 2010 AND FOR THE PERIOD

FROM AUGUST 21, 2008 (INCEPTION) THROUGH JUNE 30, 2011

3.  GOING CONCERN

As reflected in the accompanying financial statements, the Company has a net loss of $75,197 and net cash used in operations of $7,908,319 for the year ended June 30, 2011. In addition, the Company is in the development stage and has not yet generated any revenues. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

The ability of the Company to continue its operations is dependent on Management's plans, which include the development, sales and rental of real estate property. In this regard, Management is planning to raise any necessary additional funds through loans and financial support from the shareholder. There is no assurance that the Company will be successful in raising additional capital.

4.  RESTRICTED CASH

Restricted cash consist of the following:

	June 30,  2011		June 30,  2010
Due September 20, 2011	$	3,094,299	$	-
Due September 24, 2011		3,094,299
	$	6,188,598	$	-

As of June 30, 2011, restricted cash of $6,188,598 was pledged to Guangdong Development Bank for the notes payable issued by Zhengzhou Zhengdong Thermoelectricity Co., Ltd. Also see Notes 12.

5.  REAL ESTATE PROPERTY UNDER DEVELOPMENT

Real estate property under development consists of the following:

	June 30,  2011		June 30,  2010
Shengrun Jinxiu Town	$	131,226,252	$	123,369,435
	$	131,226,252	$	123,369,435

As of June 30, 2011 and 2010, land use rights included in the real estate properties under development totaled $128,996,785 and $122,458,467, respectively. Land use rights were contributed to the Company by the shareholder with a historical cost of $121,810,823 in May, 2009 as additional paid in capital.

As of June 30, 2011, land use rights with an aggregate net book value of $128,996,785 were pledged as collateral for bank loans to Zhengzhou Simian Textile Co. Ltd and Zhengzhou Yihe Hospital. Also see Notes 10 and 12.

F-12

ZHENGZHOU SIMIAN REAL ESTATE CO., LTD.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2011 AND 2010 AND FOR THE PERIOD

FROM AUGUST 21, 2008 (INCEPTION) THROUGH JUNE 30, 2011

6.  NOTES RECEIVABLE FROM RELATED PARTIES

	June 30,  2011		June 30,  2010
Xinyang Pingqiao Power Plant	$	2,011,294	$	-
Henan Aoxin Material Co., Ltd		-		1,615,604
Henan Zhongyin Industrial Co. Ltd		-		1,321,857
	$	2,011,294	$	2,937,461

On March 24, 2011, Xinyang Pingqiao Power Plant (“Xinyang”) entered into an agreement with the Company. Pursuant to the agreement, the Company provided a note receivable for $2,011,294 to Xinyang. Such note receivable was due September 24, 2011, and was interest free. The note was repaid on the due date.

On September 10, 2009, Henan Aoxin Material Co., Ltd (“Aoxin”) entered into an agreement with the Company. Pursuant to the agreement, the Company provided a note receivable for $1,615,604 to Aoxin. Such note receivable was due August 25, 2010, and was interest free. On August 25, 2010, the Company received the principal of such note receivable from Aoxin.

On September 10, 2009, Henan Zhongyin Industrial Co. Ltd (“Zhongyin”) entered into an agreement with the Company. Pursuant to the agreement, the Company provided a note receivable for $1,321,857 to Zhongyin. Such note receivable was due August 26, 2010, and was interest free. On August 26, 2010, the Company received the principal of such note receivable from Zhongyin.

The notes receivable were provided to these companies for their construction and operation working capital. Xinyang and Aoxin are substantially controlled by Li Xipeng, who is the spouse of the board director of the company, Ms Shu Pujuan. And Ms Shu Pujian is also the board director of Zhongyin.

7.  NOTES PAYABLE TO A RELATED PARTY

	June 30,  2011		June 30,  2010
Zhengzhou Zhengdong Thermoelectricity Co. Ltd	$	6,188,598	$	-
	$	6,188,598	$	-

On March 31, 2011, Zhengzhou Zhengdong Thermoelectricity Co. Ltd(“Zhengdong”) entered into an agreement with the Company. Pursuant to the agreement, Zhengdong provided a note receivable for $6,188,598 to the Company. Such note payable was due September 30, 2011, and interest free. Li Xipeng, the spouse of the board director of the company, Ms Shu Pujuan, is 80% owner of Zhengdong.

F-13

ZHENGZHOU SIMIAN REAL ESTATE CO., LTD.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2011 AND 2010 AND FOR THE PERIOD

FROM AUGUST 21, 2008 (INCEPTION) THROUGH JUNE 30, 2011

8. DUE TO RELATED PARTYIES

	June 30,  2011		June 30,  2010
Zhengzhou Simian Co. Ltd	$	12,261	$	268,667
Henan Shengrun Real Estate Co. Ltd		2,273,787		2,586,185
Zhengzhou Simian Textile Co. Ltd		19,145,974		18,175,543
	$	21,432,022	$	21,030,395

The Company borrowed working capital from Zhengzhou Simian Co. Ltd (“Simian”) which is substantially controlled by the shareholder of the Company. The balance of $12,261 and $268,667 as at June 30, 2011 and 2010, respectively is unsecured, interest free and due on demand.

The Company borrowed working capital from Henan Shengrun Real Estate Co. Ltd, which is the shareholder of the Company. The balance of $2,273,787 and $2,586,185 as at June 30, 2011 and 2010, respectively is unsecured, interest free and due on demand.

The Company borrowed working capital from Zhengzhou Simian Textile Co. Ltd, which has the same shareholder of the Company. The balance of $19,145,974 and $18,175,543 as at June 30, 2011 and 2010, respectively is unsecured, interest free and due on demand.

9.  REGISTERED CAPITAL

The registered capital of the Company is as follows:

	June 30, 2011				June 30, 2010
Henan Shengrun Real Estate Co., Ltd. ("Shengrun")	$	148,821,004	100	%	$	2,483,637	85	%
Zhengzhou Simian Textile Co., Ltd. ("Simian Textile")		-	-			438,289	15	%
Total	$	148,821,004	100	%	$	2,921,926	100	%

In October 2010, Shengrun and Simian Textile entered into a share transfer agreement. Pursuant to the agreement, Shengrun acquired 15% equity interest in the Company from Simian Textile. As a result, the Company became a wholly-owned subsidiary of Shengrun.

On April 30, 2011, the sole shareholder consented to transfer APIC to paid-in capital. As a result, register capital increased to $148,821,004. Also see Note 10.

F-14

ZHENGZHOU SIMIAN REAL ESTATE CO., LTD.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2011 AND 2010 AND FOR THE PERIOD

FROM AUGUST 21, 2008 (INCEPTION) THROUGH JUNE 30, 2011

10.  CONTRIBUTED CAPITAL

On April 30, 2011, the sole shareholder consented to transfer additional paid-in capital to registered capital. As a result, $145,899,078 of additional paid-in capital was transferred to registered capital. Also see Note 9.

In July, 2009, the shareholder Shengrun contributed $2,123,027 cash to the Company as additional paid-in capital.

In May, 2009, cash of $11,395,512 and land use rights of $121,810,823 were contributed to the Company by the shareholder Shengrun. The value of the land use rights were recorded at the historical cost basis of Shengrun. The Company also assumed $29,628,331 of debt related to the land use right. The net effect of capital contribution from the land use rights was $92,182,492.

F-15

ZHENGZHOU SIMIAN REAL ESTATE CO., LTD.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2011 AND 2010 AND FOR THE PERIOD

FROM AUGUST 21, 2008 (INCEPTION) THROUGH JUNE 30, 2011

11.  INCOME TAX

The Company uses ASC 740-10 (formerly FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes). The Interpretation addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under FIN 48, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. ASC 740-10 also provides guidance on recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. As of June 30, 2011, the Company did not have a liability for unrecognized tax benefits. 

Income tax benefit is summarized as follows:

	For the Year Ended June 30,  2011			For the Year Ended June 30,  2010			From August 21, 2008 (Inception) Through June 30, 2011
Current	$	18,727		$	15,356		$	34,572
Deferred		(1	)		(4	)		274,470
Income tax benefit	$	18,726		$	15,352		$	309,042

The Company’s income tax expense differs from the “expected” tax expense (computed by applying the CIT rate of 25% percent to income before income taxes) as follows:

	For the Year Ended June 30,  2011			For the Year Ended June 30,  2010		From August 21, 2008 (Inception) Through June 30, 2011
Computed “expected” benefit	$	23,481		$	15,352	$	313,797
Permanent difference		(4,755	)		-		(4,755	)
Income tax benefit	$	18,726		$	15,352	$	309,042

The tax effects of temporary differences that give rise to the Company’s net deferred tax assets and liabilities are as follows:

	June 30,  2011		June 30,  2010
Current portion:
PRC loss carry forward	$	35,964	$	15,911
Total deferred tax assets	$	35,964	$	15,911
Non-current portion:
Being calculated the deferred tax assets from LUR revaluation	$	290,662	$	275,930
Total deferred tax assets	$	290,662	$	275,930

F-16

ZHENGZHOU SIMIAN REAL ESTATE CO., LTD.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2011 AND 2010 AND FOR THE PERIOD

FROM AUGUST 21, 2008 (INCEPTION) THROUGH JUNE 30, 2011

11.  INCOME TAX (CONTINUED)

As of June 30, 2011, the PRC loss carry forward of $143,856 represents the net operating loss of the Company. According to the new CIT Law of China, such loss can be carried forward to the succeeding years, but the limit of the carrying forward may not exceed five years. The net operating loss carry forward expires in year 2015. The Company believes the related deferred tax assets caused by the operating loss will be realized since the real estate under development will be operational before the loss carry forward expiration.

12.  CONTINGENCIES

Litigation

In management’s opinion, there is no pending litigation, the outcome of which would have material influence on the Company’s financial position.

Guarantee

On December 23, 2010, the Company entered into a guarantee agreement with China Citic Bank Zhenzhou Branch (the “Bank”). Pursuant to the agreement, the Company provided a land use right as collateral for bank loan to Zhengzhou Yihe Hospital, with a debt ceiling of Rmb130 million (approximately $20,112,942). The guarantee period is from December 23, 2010 to December 23, 2011. Also see Note 5. 

On February 24, 2011, the Company entered into a guarantee agreement with Industrial and Commercial bank. Zhenzhou Branch. Pursuant to the agreement, the Company provided two land use rights as collateral for bank loan to Simian Textile, with a debt ceiling of Rmb135 million (approximately $20,886,517). The guarantee period is from February 24, 2011 to February 23, 2012. Also see Note 5. 

As of June 30, 2011, restricted cash of $6,188,598 was pledged to Guangdong Development Bank for the notes payable issued by Zhengzhou Zhengdong Thermoelectricity Co., Ltd. Also see Notes 4.

The Company’s management considered the risk of default by Zhengzhou Yihe Hospital and Simian Textile is remote and therefore no liability for the guarantor's obligation under the guarantee was recognized as of June 30, 2011.

The Company’s management considered the risk of default by Zhengzhou Zhengdong Thermoelectricity Co., Ltd. as remote, and therefore no liability for the pledgor's obligation under the mortgage was recognized as of June 30, 2011.

13. SUBSEQUENT EVENT

On October 10, 2011, the Company entered into contractual agreements (known as a “variable interest entity” (VIE) arrangement) with Pingdingshan Pinglin Expressway Co., Ltd. (“WFOE”). According to the arrangements WFOE provides exclusive technical services and exclusive technology consulting services (collectively, the “Service Agreements”) to the Company in exchange for 51% of the equity interest of the Company. As collateral to ensure the Company’s payments under the Consulting Service Agreements, the shareholder of the Company, through an equity pledge agreement, pledged 51% of its rights and interests in the Company, including voting rights and dividend rights, to WFOE. In addition, the shareholders of the Company, through an exclusive option agreement, granted to WFOE an exclusive, irrevocable and unconditional right to purchase part or all of the equity interests in the Company when the purchase becomes permissible under the relevant PRC Law.

F-17