LiuYiShou International Group Private Limited

Franchised Region Agency

Contract
Contract No.:

Party A (Principal): LiuYiShou International Group Private Limited

Party B (Entrusted Party):____________

Date:

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This contract was signed in Jiulongpo District, Chongqing at the date first written
above:

LiuYiShou International Group Private Limited (Legal Representative: Liu Mei; Mail
Address: 19-1 to 5, Suite C, Yugao Plaza, Keyuan 1st Road, Jiulongpo District, Chongqing;
Tel: 023-89808691/2)

(Hereinafter referred to as “Party A”)

_________________ ( legal representative or principal:__________ID No. or

passport No.: ______________; Nationality: _____________;
Address:__________________________; Tel:___________________________)

(Hereinafter referred to as “Party B”)

Through friendly negotiation, both parties enter into following terms for mutual
compliance:

1. Generals

1.1 This contract shall be governed by and construed by related laws and regulations of the
country where the agency region is located (Indonesia). On the principle of equality, free
will and consensus, both parties enter into this contract for mutual compliance.

1.2 Both parties have fully negotiated and communicated with each other about all terms
of this contract. Party A and Party B acknowledge that either party has given a prompt to
other party about terms under this contract that probably exempt other party from
liabilities or aggravate other party’s liabilities and has fully explained such terms.

1.3 Purpose of cooperation: accelerate brand expansion of “LiuYiShou”, jointly develop

catering cause of ‘LiuYiShou” and create a world-class catering brand.

1.4 Subject of cooperation: relationship between both parties are equal cooperation
relationship. Both parties shall, on a bona-fide basis, explain and perform this contract in
all aspects of cooperation. Both parties state that this contract is a result of prudent
consideration on the principle of faithful performance of their respective obligations and
sincere cooperation, that this contract is an expression of true intentions of both parties
and both parties shall do their best to perform this contract.

1.5 Legal operation: both parties solemnly undertake to conduct all business activities
within the scope that is not prohibited by local laws. If either party breaches normative
documents, such as local laws and regulations, such party shall bear all legal

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consequences.

1.6 Party B’s legal status: Party B voluntarily applies for franchised operation of
‘LiuYiShou” and becoming an exclusive agent of “LiuYiShou” in the agency region.

1.7 On the precondition of full performance of this contract and in accordance with this
contract, Party B shall be entitled to agency right within the agency region agreed in this
contract. Party B may independently conduct business activities related to franchised
agency of LiuYiShou Brand. Under Party A’s uniform franchising management system,
Party B may receive profits and shall independently bear all agency related risks and
liabilities.

1.8 Fees agreed under this contract shall be uniformly settled in RMB and time agreed
under this contract shall be subject to Beijing time.

2. Content, Region and Period of Franchised Operation

2.1 After Party B fully pays Party A franchised region agency expenses as agreed in this
contract, Party A shall confer following rights to Party B in the region agreed in this
contract.

2.1.1 Considering Party A has legally obtained exclusive use right of brand “LiuYiShou”
(Type 43), Party A shall confer such right to Party B.

2.1.2 Right to use Party A’s exclusive marks.

2.1.3 Right to use Party A’s know-how about hotpot soup base and dish making.

2.1.4 Right to use Party A’s management mode.

2.1.5 The right to use operation and marketing plans provided by Party A.

2.1.6 Right to participate in technological and management training organized by Party A.

2.1.7 Right to require Party A to provide technical, operational and legal support,
assistance and guidance in the process of operation.

2.1.8 Right to develop franchisees of LiuYiShou or establish branches within the agency
region.

2.2 Authorized Region

2.2.1 In accordance with a world territory recognized by the People’s Republic of China,
Party B shall have rights specified in Article 2.1 in Indonesia. (Note: administrative
territory of such region shall be subject to administrative division at signature date of this

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contract.) (Hereinafter referred to as “Agency Region” or “Regional Agency”). If Party B

fails to fulfill commitments or undertakings agreed in Paragraph 4.14, Paragraph 4.14
shall be applicable.

2.3 Contract term

2.3.1 Term of this contract shall be five years, from________to________________.

3. Franchised Region Agency Expenses

3.1 The precondition for Party B to obtain the right agreed in Article 2 is that Party B shall
pay Party A franchised region agency expenses, including exclusive agency fee of the
franchised region , brand royalty and brand security deposit, etc.

3.2 Exclusive agency fee of the franchised region

3.2.1 For the purpose of reflecting value and interest of “LiuYiShou” Brand and ensuring
Party B’s legal entitlement to rights, region and period conferred in Article 2 of this
contract during the term of this contract, Party B shall pay Party A franchised region
agency expenses, totaling to RMB 500,000 (in words: five hundred thousand yuan).

3.2.2 Through negotiation, Party B shall pay up franchised region agency fee in three
installments within three years. Party B shall, at signature date of this contract, pay Party
A the first installment of franchised region agency fee as much as RMB ________ (in
words: ________ yuan). Before ________, Party B shall pay Party A the second
installment of franchised region agency fee as much as RMB ________ (in words:
________ yuan). Before ________, Party B shall pay Party A the third installment of
franchised region agency fee as much as RMB ________ (in words: ________ yuan). If
Party B fails to pay franchised region agency fee in accordance with date and amount
agreed above, Party B shall be deemed to have constituted severe breach and Party B shall
pay Party A liquidated damages at the rate of 0.1% of outstanding payment for each day
delayed. If amount of liquidated damages is insufficient to recover Party A’s losses, Party
B shall recover Party A’s all losses, including losses on anticipated profits. Meanwhile,
Party A shall have the right to unilaterally cancel this contract and cancel Party B’s agency
qualification in the franchised region. Expenses previously paid by Party B to Party A,
such as exclusive agency fee of the franchised region, brand royalty and brand security
deposit, will not be refundable.

3.3 Brand royalty

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3.3.1 In order to ensure Party B’s continuous use of Party A’s brand during the period of
working as an agent of “LiuYiShou” and obtainment of Party A’s continuous operation
support and through negotiation, Party B shall, on a quarterly basis, pay Party A brand
royalty as much as RMB 36,000 / year (in words: thirty-six thousand yuan per year).
Before of each year, Party B shall pay the current year’s brand royalty to an account
designed by Party A. Brand royalty of the first year shall be paid to Party A in a lump sum
at signature date of this contract. If Party B fails to pay brand royalty in accordance with
date and amount agreed above, Party B shall be deemed to have constituted severe breach
and Party B shall pay Party A liquidated damages at the rate of 0.1% of outstanding
payment for each day delayed. If amount of liquidated damages is insufficient to recover
Party A’s losses, Party B shall recover Party A’s all losses, including losses on anticipated
profits. Meanwhile, Party A shall have the right to unilaterally cancel this contract and
cancel Party B’s agency qualification in the franchised region. Expenses previously paid
by Party B to Party A, such as exclusive agency fee in the franchised region, brand royalty
and brand security deposit, will not be refundable.

3.4 Brand security deposit

3.4.1 In order to maintain brand reputation and value of “LiuYiShou” and ensure Party B’s
faithful performance of this contract, Party B shall, at signature date of this contract, pay
Party A brand security deposit, totaling to RMB 50,000 (in words: fifty thousand yuan). If
Party B is found not involved in breach, Party A will fully refund brand security deposit to
Party B upon termination of this contract (without interest).

3.5 Expenses payable by Party B to Party A in a lump sum at signature date of this
contract (including the first installment of exclusive agency fee in the franchise region,
brand royalty of the first year and brand security deposit) total to RMB 286,000 (in words:
two hundred and eighty-six thousand yuan).

3.6 After signature of this contract, Party B shall, within the scope agreed in this contract,
independently conduct franchised activities and independently bear agency risks.
Regardless of operation status, franchised region agency fee, brand royalty and other
expenses paid by Party B to Party A will not be refundable and refundment of brand
security deposit shall be subject to that agreed in this contract.

and brand royalty and brand security deposit paid by Party B to Party A will not be
refundable.

3.7 Within authorized region specified in this contract, Party B shall make use of local

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favorable social relations and media to publicize “LiuYiShou” brand and improve its
brand awareness and reputation in the local area.

4. Party A’s Rights and Obligations

4.1 Party A shall have the right to collect franchised region agency expenses from Party B,
including exclusive agency fee of the franchised region, brand royalty and brand security
deposit.

4.2 After expenses payable by Party B to Party A in a lump sum at signature date of this
contract (including the first installment of exclusive agency fee of the franchised region,
brand royalty of the first year and brand security deposit) are fully paid, Party A shall
officially confer “LiuYiShou” brand use right to Party B within the agency region.
Otherwise, Party B will not be able to obtain conferring agreed in Article 2 of this
contract.

4.3 Party B shall, in strict accordance with Franchised Operation Contract provided by
Party A (Appendix I), sign Franchised Operation Contract with franchisees within the
region specified in this contract. An original of signed Franchised Operation Contract shall
be submitted to Party A for review and filing. Brand security deposit under Franchised
Operation Contract signed between and by Party B and franchisees shall be collected by
Party A. If Party B collects brand security deposit from franchisees, Party B shall fully
transfer it to Party A within three days upon receipt. If Party B and franchisees are not
involved in breach, brand security deposit will be refunded by Party A upon expiration of
Franchised Operation Contract.

4.4 Term of Franchised Operation Contract signed between and by Party B and franchisees
within the agency region shall be merely five years and contract performance period shall
be calculated from signature date of the contract. In case of exceed of specified contract
term, Party B shall obtain Party A’s written consent and Party B shall provide a new
Franchised Operation Contract and then Party B may sign this contract with franchisees
within the agency region.

4.5 Party A shall have the right to review qualification of franchisees within Party B’s
agency region, promote investment in “LiuYiShou” within the agency region and guide
and help Party B to conduct investment promotion.

4.6 Party A shall have the right to regularly examine and guide business, management and
franchised operation of “LiuYiShou” hotpot restaurants operated by franchisees within

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Party B’s agency region and have the right to regularly examine account books and other
records of Party B and franchisees within Party B’s agency region.

4.7 At the request of Party B, Party A may, free of charge, provide Party B with marketing
and publicity plans within the franchised agency region and Party B may give precious
opinions and suggestions so as to improve effectiveness of publicity and advertising.

4.8 Party B shall dispatch personnel to receive Party A’s training and Party A shall provide
Party B’s personnel with training free of charge and Party B shall bear expenses incurred
by trainees, such as traveling expense and accommodation expense.

4.9 At the request of Party B, Party A shall recommend outstanding investment promotion
specialists and/or operation specialists to work in Party B’s agency region. Party A shall
maintain employment relationship with recommended investment promotion specialists
and/or operation specialists, but traveling expense, visa expense and wage and expenses
during the period of dispatching (including social insurance premium and accommodation
expense) shall be borne by Party B. Party B may pay wage to Party A for distribution to
dispatched personnel. Upon Party A’s entrustment, Party B also may directly pay wage to
dispatched personnel, but social insurance premium shall be directly paid to Party A. Party
B shall undertake that their wage level will not be lower than that during the period of
working in Party A or that of same work type in the local area. If working period is over
one year, Party B shall offer paid home level not less than 20 days each year and
reimburse round traveling expenses. Traveling expenses shall be calculated in accordance
with economy class standard.

4.10 In response to continuous changes in catering market and new requirements of

franchised operation system of “LiuYiShou” brand, Party A shall have the right to modify
and supplement this contract from time to time to authorize Party B to use image, color
design of LiuYiShou’s logo and operation and management system of “LiuYiShou” and
modify and supplement various standards, specifications and other requirements specified
in LiuYiShou Branch Management Mode. Party B shall unconditionally observe changed
standards, specifications and other requirements and make adjustments and corrections as
required by Party A.

4.11 During effective period of this contract, intellectual property rights over any changes
made by Party A or Party B in LiuYiShou’s operation and management system and
technical system shall be owned by Party A and Party A shall have the right to include
foregoing improvements into LiuYiShou’s operation and management system and use

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such improvement to apply for corresponding intellectual property rights.

4.12 Party A may provide financial support to Party B and franchisees within its agency
region and Party B and franchisees shall ensure financial system and financial accounts
identical to those of Party A.

4.13 If Party B has difficulty in operation and needs Party A’s help, Party A, at the request
of Party B, may provide support as possible as practical.

4.14 Upon consensus, Party B hereby agrees and undertakes to at least newly establish and
normally operate ________ branches within the agency region before ________. Before
________, quantity of branches normally operated within the agency region shall at least
reach ________ and that before ________ shall at least reach ________. Party A
undertakes that if Party B reaches the foregoing quantity within the agreed period, Party A
will not establish any branch by itself or confer agency right or franchised operation right
to any third party. If Party B fails to reach the agreed quantity of branches within the
foregoing agreed period, Party A shall reserve the right to establish branches within Party
B’s agency region, confer agency right or franchised operation right to the third party or
cancel this contract.

5. Party B’s rights and obligations

5.1 At the time of negotiation with franchisees within the agency region or investment
promotion, Party B shall clearly inform franchisees of agency relationship between Party
A and Party B and scope of authorization. Such statement shall be clearly included into
Franchised Operation Contract.

5.2 At the time of signing this contract, if Party B is a corporate body, this contract shall be
signed by Party B’s legal representative or authorized agent. If Party B is a natural person,
this contract shall be signed by Party B personally. Party B shall use Franchised Operation
Contract provided by Party A.

5.3 After Party B pays up expenses payable to Party A in a lump sum at signature date of
this contract (including the first installment of exclusive agency fee of the franchised
region brand royalty of the first year and brand security deposit), Party B will obtain
franchised operation right of LiuYiShou, take responsibility for establishment of branches
and/or franchising and investment promotion business and exercise rights and obligations
of supervision and support (including opening support). External conferring of franchised
operation right of LiuYiShou shall be exercised by Party B and any other unit or

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individual shall have no right to confer franchised operation right.

5.4 As for materials ordered by Party B and franchisees within the agency region from
Party A’s affiliated companies, delivery shall be made upon payment in cash. In case of
other transaction methods, consent shall be obtained from Party A.

5.5 Party B shall observe Party A’s provisions under LiuYiShou Branch Management
Mode (Appendix II). If Party A makes changes or supplements, Party B shall observe such
changes and supplements and put them into force within 30 days upon receipt of Party A’s
notice about changes and supplements (Note: if this provision conflicts with this contract,
this contract shall prevail).

5.6 Without Party A’s prior written consent, Party B shall not use the word or logo
(trademark) of LiuYiShou in any region and place, at any time, in any form or for any
purpose, or use “LiuYiShou” (whether in English, Chinese or any other language) for
application in any forms (including but not limited to Party B’s registration of companies,
enterprises, individual business or similar organizations), unless otherwise agreed in this
contract.

5.7 Without Party A’s prior written consent, Party B shall not make an extended use of the
name of LiuYiShou, including but not limited to addition of any prefixes, suffixes, other
trademark texts, manufacturer logos, wordings, terms, designs, symbols into marks or
trademarks, or make changes or supplements.

5.8 Party B shall not use the logo of LiuYiSho to sell any unauthorized products or
services or otherwise use the logo of LiuYiShou. Party B shall display the logo of
LiuYiShou in accordance with this contract and LiuYiShou’s Operation System contained
in a disk (Appendix III). Party B shall not exercise franchised operation right of
LiuYiShou outside the agency region specified in this contract, or establish branches
outside the agency region. All losses incurred to Party A due to breach of this provision
shall be fully compensated by Party B and Party A shall have the right to cancel this
contract.

5.9 Services provided by Party B to franchisees within the agency region shall be in
conformity with Standards of LiuYiShou and Party B shall make endeavors to improve
reputation and goodwill of service management system of LiuYiShou. Therefore, Party B
agrees to perform following obligations:

5.9.1 Use of franchised trade name and trademark: Party B agrees to use Party A’s
franchised trade name and trademark in all activities, such as advertising, promotion and

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exchange, including telephone response to inquiries, signboard used in the business place,
name card, promotional materials, advertising materials, documents and all other materials
used by Party B on a bona fide basis at the time of conducting franchised business during
effective period of this contract and within the region franchised by this contract.

5.9.2 Acceptance of Party’s review: Party B shall allow Party A to examine business and
business place at reasonable time and undertake to provide account books, tax declaration
materials and records related to franchised agency to Party A for review. Party B agrees to
keep account books in accordance with Party A’s provisions. Party B shall provide for the
content of this article in Franchised Operation Contract signed between and by Party B
with franchisees within the agency region and ensure Party A will have the right to
conduct the same examination and review of business and business place of franchisees
within the agency region as that of Party B.

5.10 Party B shall, in accordance with provisions of Party A’s management mode,
establish a financial system, submit financial statements and related business records to
Party A on a monthly basis and submit annual financial audit report and other financial
statements to Party A within 45 days upon completion of each year. If Party A needs such
report or other statements at any other time for the reason of franchised operation system,
Party B shall unconditionally provide the same for Party A within 15 days. If Party A has
an objection to financial audit report or financial statements provided by Party B, Party A
shall have the right to conduct auditing or verification personally or through an
independent accountants firm and Party B shall agree to accept verification made by Party
A personally or through an accountants firm at any time and provide necessary
cooperation and assistance in the whole process of verification. Party B shall provide
Party A or the accountants firm with authentic and accurate financial materials.

5.11 Party B and franchisees within the agency region shall have the right to examine and
assess supporting personnel dispatched by Party A. Supporting personnel found
unqualified may be returned to Party A.

5.12 In order to ensure business quality and uniform brand image of LiuYiShou, Party B
shall ensure franchisees within the agency region will additionally sign Material Purchase
Contract with “Chongqing Minshihui Food Co., Ltd.” and they will strictly observe this
contract.

5.13 In accordance with Party A’s provisions, Party B shall require franchisees within the
agency region to purchase Uniformly Distributed Operating Materials from Party A (See

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Appendix IV). Party B shall greatly promote selective materials to be uniformly

distributed. Party B may develop uniformly distributed materials by itself in accordance
with local and ethnic characteristics, but quality standards, taste features, packing style
and supplier qualification of developed materials shall be submitted to Party A for
approval in writing. Without Party A’s written approval, such materials shall not be used.
Damage caused by provided service or food shall be borne by Party B and have nothing to
do with Party A.

5.14 Party B and franchisees within the agency region shall maintain stability of Party A’s
logistics. If they have good suggestions about improvement of distributed materials, they
may submit such suggestions to Party A for research and global popularization.

5.15 Party B shall strictly observe local laws and regulations about food safety and
standardize operational behaviors. Party B agrees to authorize Party A to represent Party B
to ascertain liabilities of any unit or individual that damages the brand of “LiuYiShou” and
require the infringer to compensate for losses incurred to Party B and/or Party A.

5.16 Party B shall maintain brand reputation of “LiuYiShou”.

5.16.1 During the period of this contract, If Party A takes any action or measure against
the infringer who infringes LiuYiShou’s franchised operation system, Party B and
franchisees within the agency region shall fully assist with Party A. Party A’s personnel
shall be invited to the agency region to crack down on counterfeit goods and traveling
expense shall be borne by Party A and accommodation expenses shall be paid by Party B.
Expenditures in the process of cracking down on counterfeit goods shall be equally
allocated by both parties. In case of profits (such as compensation made by counterfeiters)
shall be equally distributed to both parties. Right protection shall be led by Party A and
lawyers shall be engaged by Party B. Expenditures shall be equally allocated by both
parties and included into cost of rights protection.

5.16.2 Whether during the term of this contract or after termination of this contract, Party
B and franchisees shall not spread information prejudicial to brand, trademark and
goodwill of LiuYiShou to the society or the public by any means or in any form.

5.16.3 If Party B and franchisees within the agency region are involved in a severe service
or quality dispute, which may affect brand reputation of “LiuYiShou”, Party A shall be
informed of the same in a timely manner and may provide suggestions and solutions to
such dispute so as to avoid deterioration and adverse influence. If Party B causes severe
damage to Party A’s goodwill, brand and reputation, Party B shall compensate Party A for

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all losses. If Party B’s regional franchisees cause severe damage to Party A’s goodwill,
brand and reputation, Party B shall bear joint and several compensation liability for
behaviors of franchisees. If Party B fails to prevent deterioration of the situation or refuses
to bear compensation liability, Party A shall have the right to terminate this contract and
reserve the right to ascertain legal liabilities of Party B and franchisees within the agency
region.

5.17 Party B shall, free of change, provide Party A with all suggestions capable of
improving franchising network and experience accumulated in business activities.

5.18 Employees who are fired by Party A or branches of LiuYiShou throughout the world
in writing shall not be employed by Party B or franchisees within the agency region. In
case of insufficiency in human resources, Party B may seek for help from Party A, but
shall not employ employees of Party A or branches of LiuYiShou throughout the world for
any reason without Party A’s consent. Once Party B is found in breach of such provision,
Party B shall pay Party A liquidated damages at the rate of RMB 5000/person/time.

5.19 Party B shall maintain brand reputation of LiuYiShou and keep highly identical to
Party A in the aspect of business concept, goods, service and operation mode.

5.20 Under Party A’s guidance, Party B shall be responsible for promotion of the brand
within the agency region and improve market position of LiuYiShou in the local area.

5.21 During the term of this contract, Party A shall, in accordance with the standard
specified by Party A, directly collect franchising fee and renewed franchising fee from
franchisees within the agency region and such fees shall be considered as Party B’s
income from agency.

5.22 Party B shall, in accordance with uniform textbooks of LiuYiShou, train personnel of
franchisees within the agency region. Scope of trainees shall be subject to Franchised
Operation Contract.

5.23 Party B and franchisees within the agency region agree to use Party A’s uniform
management software.

5.24 Party B shall provide over 15-day on-site support for opening of each franchised
restaurant within the agency region and Party B shall ensure franchisees within the agency
region will be put into normal operation after opening.

5.25 Party B shall be responsible for operation support to franchisees within the agency
region and ensure outstanding business effect of branches.

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5.26 Party B shall, in accordance with Party A’s requirements, standardize the market of
LiuYiShou in the agency region and supervise use status of the brand in the agency region.
Specific operation shall be subject to appendixes of this contract.

5.27 Party B shall assist Party A in dealing with torts within the agency region and have
the right to advise Party A to take corresponding measures to maintain market dignity and
brand interest.

5.28 Party B shall have a transit warehouse as Party A’s logistics center in the agency
region and Party B shall ensure accuracy and smoothness of logistics of each franchisee
within the agency region.

5.29 Party B shall use Party A’s management mode and shall not additionally establish a
new management mode and require franchisees within the agency region to use such new
management mode. If Party B gives a reasonable suggestion about Party A’s management
mode, such suggestion may be used by franchisees within the agency region upon
approval by Party A in writing.

6. Non-competition and Confidentiality

6.1 Non-competition: without Party A’s prior written consent, Party B shall undertake
Party B, franchisees within the agency region, shareholders, supervisors, directors,
managers and senior executives and near relatives of foregoing personnel will not conduct
following behaviors during effective period of this contract, within one year after
expiration of this contract or within five years after earlier termination. If Party B conducts
any of following behaviors, Party B shall pay Party A liquidated damages as much as
RMB 1,000,000.

6.1.1 Directly or indirectly conduct business that is the same as or similar to Party A’s
hotpot business in any form.

6.1.2 Conduct chained or franchised operation business the same as or similar to Party A’s
hotpot business in any form.

6.1.3 Provide hotpot restaurants established by others with consultancy and guidance in
the aspects of operation, management, business, technology, finance and dish recipe and
dish matching, whether such service is paid or unpaid.

6.2 Party A’s business secrets involved in this contract include but not limited to: all
information and materials contained in “LiuYiShou” Operation and Management System,

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such as franchised region agency management policy, LiuYiShou VI system, LiuYiShou

Branch Management Mode and various enterprise standards, know-how about production
of hotpot soup bases and dishes (hereinafter referred to as “Business Secrets”).

6.3 Party B shall keep confidential information and texts provided by Party A and take
confidentiality measures to keep it confidential. Without Party A’s prior written consent,
Party B shall not release it to the public or disclose it to the third party by any means or
use it for other business.

6.4 Party B shall undertake that its employees will not disclose Party A’s business secrets
known to them to the third party by any means during the whole period of this contract
and within two years upon expiration of this contract (at all events, such period shall not
be less than Party B’s confidentiality period of Party A’s business secrets agreed in this
contract.) Party B shall sign a confidentiality agreement with employees and bear joint and
several liability for employees’ behavior in breach of confidentiality agreement.

6.5 As long as secrets are not publicized, Party B shall not disclose such secrets or use
Party A’s business secrets for any purposes other than that agreed in this contract, whether
it is during effective period of this contract or at any time after termination of this contract.

7. Modification and Termination of this Contract

7.1 Modification of this contract

7.1.1 Either party may require other party to modify related content of this contract and
other party shall prudently study request on the principle of mutual benefit and mutual
help.

7.1.2 Continuous performance of this contract shall not be affected during the period of
studying modification of this contract. If both parties reach an agreement, they may enter
into a written supplementary agreement. Such supplementary agreement shall have the
same legal effect as this contract. This contract and the written supplementary agreement
shall constitute a whole consensus between both parties and supersede all prior oral
agreements or other contracts.

7.2 Force majeure

7.2.1 If either party fails to perform this contract for the reason of force majeure
(including: 1. natural disaster, such as typhoon, flood and earthquake; 2. governmental
acts, such as expiration, requisition; 3. social abnormal events, such as strike and riot) and

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such party is free from fault, such party may terminate this contract through negotiation.

7.2.2 In case of a force majeure event, the party affected shall inform other party of the
same in writing within 15 days and submitted related certificates. The party that alleged to
be affected by force majeure shall take all necessary measures so as to limit losses or
reduce losses as far as possible.

7.2.3 If a force majeure event lasts for over one year, the affected party shall inform other
party of termination of this contract without compensation. If the affected party fails to in
writing inform other party of termination of this contract one month after continuation of
the force majeure event, this contract shall remain in force, but the party affected by force
majeure may apply for extension of contract term.

7.3 Termination of this contract

7.3.1 If Party A fails to receive Party B’s written application for extension or renewal of
this contract one month before expiration of this contract, Party B shall be deemed to have
waived the right to continuously work as a franchised agent and this contract shall be
automatically terminated upon expiration of agreed period.

7.3.2 If Party A receives Party B’s written application for extension or renewal of this
contract one month before expiration of this contract, Party A may preferentially consider
Party B’s continuous agency and franchised region agency expenses will be agreed by
both parties by then.

7.4 Earlier termination

7.4.1 If Party B or franchisees within the agency region arbitrarily use the word
“LiuYiShou” in registered trade name, Party A shall have the right to cancel this contract
and cancel Franchised Operation Contract signed with franchisees within the agency
region.

7.4.2 If Party B gets slack at performing obligation of supervising, guiding and supporting
franchisees within the agency region (including opening support), franchisees within the
agency region may file a complaint with Party A. If it is true upon investigation by Party
A, Party A shall have the right to cancel this contract.

7.4.3 If either party severely breaches this contract, other party may in writing inform
other party of termination of this contract. Decision of termination shall immediately take
effect upon other party’s receipt of the notice, but rights obtainable by the non-fault party
in accordance with this contract and applicable laws shall not be affected.

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7.4.4 If this contract can not be continuously performed due to either party’s dissolution or
application for bankruptcy, other party may terminate this contract, but rights obtainable in
accordance with this contract and applicable laws shall not be affected.

7.4.5 In accordance with Article 4.14 of this contract, Party A shall have the right to cancel
this contract if Party B fails to complete specified target within the specified period.

7.5 Procedure of contract termination: from the time of termination of this contract
(including termination upon expiration or earlier termination), Party B shall not be entitled
to the right conferred by Party A, but Party B shall complete following behaviors and
matters:

7.5.1 Hand over archives and materials of franchisees within the agency region, including
but not limited to basic information of franchisees (name or company name, legal
representative or the principal’s name and contact information), franchised restaurant
address, area, collection status of franchising expenses, material supply status, payment
settlement information and personnel training status, etc.

7.5.2 Within 30 days before going through the procedure of termination, Party B shall pay
off all outstanding payments, loans and interests owed to Party A, suppliers, franchisees
and other creditors.

7.5.3 After termination of this contract, Party B shall immediately cease to use name or
trademark of “LiuYiShou”, names or trademarks similar to “LiuYiShou” or any other
name or logo containing the word “LiuYiShou” or color or text similar to that of
“LiuYiShou” and remove them at its own expense. In case of failure of removal, Party A
shall have the right to deduct related expenses from security deposit to remove logo,
signboard or other mark containing the word “LiuYiShou”.

7.5.4 Party B shall immediately cease to use franchised operation system of LiuYiShou,
including but not limited to related articles and auxiliary materials of LiuYiShou, and all
business secrets, confidential materials and proprietary materials provided by Party A for
Party B in accordance with this contract.

7.5.5 Within 15 days after termination, Party B shall cancel all registrations under the
name of LiuYiShou in the local related authority and cancel materials published on public
telephone directory and any other directory under the name of “LiuYiShou”.

7.5.6 Party B shall, within 10 days after termination of this contract, return all documents
and copies to Party A, including but not limited to proprietary materials and articles
conferred by Party A, such as LiuYiShou Branch Management Mode, LiuYiShou

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Operation System (disk) and LiuYiShou Franchising Plate.

7.5.7 Within 20 days after termination of this contract, Party B shall go through the
procedure of contract termination in the place where Party A is located, carry a certificate
of cancellation issued by a related authority in the place where the franchised enterprise is
located and articles to be returned to Party A as specified in the preceding paragraph and
ensure completeness of materials. Party B shall not go through related procedure before
satisfactory review by Party A.

7.5.8 After termination of Party B’s agency right, Party A shall be entitled to rights in
franchisees under Franchised Operation signed between and by Party B and franchisees.
Party A may manage and guide franchisees so as to keep continuous operation of
franchisees, but Party A will not bear other debts owed by Party B to franchisees. Party B
shall fully pay off debts owed to franchisees. If Party B is slack at performing the
obligation of repaying debts owed to franchisees, Party A shall have the right to deduct
equivalent amount from brand security deposit paid by Party B. If brand security deposit is
insufficient to repay debts owed by Party B to franchisees, Party A and franchisees shall
have the right of recourse against Party B.

7.6 Transfer of franchised region agency right

7.6.1 During effective period of this contract, if Party B needs to transfer franchised region
agency right to others (the third party), Party B shall file a written application with Party A
two months in advance. Meanwhile, Party B shall provide Party A with the third party’s
legitimate qualification certificate and credit certificate and Party A will once again review
the third party’s qualification for agency. Transfer shall not be made before Party B’s
receipt of Party A’s written consent to transfer. Party B and the third party shall go through
the procedure of transfer and other related procedures in the place where Party A is
located. Before Party A gives a written reply to Party A’s application for transfer of agency
right, any oral commitment or omission shall not be construed as consent to Party A’s
application. If Party A consents to Party B’s transfer of agency right, Party A will not
refund franchised region agency fee, brand royalty and brand security deposit paid by
Party B and Party B may additionally settle with the third party.

8. Liabilities for Breach

8.1 Within three days after signature of this contract, if Party B fails to pay Party A
expenses payable by Party B in a lump sum at signature date (including the first

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installment of franchised region agency fee, brand royalty of the first year and brand
security deposit), this contract shall be automatically terminated at the expiration date of
payment period (subject to the bank’s remittance voucher), unless Party A accepts Party
B’s overdue payment without an objection.

8.2 During effective period of this contract, Party B and Party B’s affiliates ( if Party B’s is
a corporate body) or Party B and Party B’s near relatives (if Party B is a natural person)
shall not be engaged in hotpot business. Otherwise, Party B shall be deemed to have
constituted severe breach.

8.3 If Party B purchases uniformly distributed materials from the third party for the
business purpose in any form or arbitrarily engages chefs to make hotpot soup bases, Party
B shall be deemed to have constituted severe breach.

8.4 If Party B is involved in other breaching behaviors and fails to make correction within
30 days upon receipt of Party A’s written request for correction or fails to start correction
within 15 days upon Party A’s notice of correction given in response to breaching
behaviors with correction period over 30 days, Party B shall be deemed to have
constituted severe breach.

8.5 If Party B breaches any of situations under Paragraph 8.2, Paragraph 8.3 and
Paragraph 8.4 of this contract, Party B shall pay Party A liquidated damages as much as
RMB 1,000,000 and Party A shall have the right to terminate this contract. If Party B
breaches any two paragraphs of Paragraph 8.2, Paragraph 8.3 and Paragraph 8.4, Party B
shall pay Party A liquidated damages as much as RMB 2,000,000 and Party A shall have
the right to terminate this contract. If Party B breaches Paragraph 8.2, Paragraph 8.3 and
Paragraph 8.4 at the same time, Party B shall pay Party A liquidated damages RMB
3,000,000 and Party A shall have the right to terminate this contract.

8.6 Without Party A’s written consent, Party B shall not change business address.
Otherwise, Party B shall be deemed to have constituted breach and shall pay Party A
liquidated damages as much as RMB 100,000.

8.7 In order to ensure uniformity of quality and service of “LiuYiShou” branches,

branches within Party B’s agency region shall purchase uniformly distributed materials
contained in Appendix IV Uniformly Distributed Operating Materials from Party A. If
branches within Party B’s agency region fail to purchase uniformly distributed materials,
Party B shall bear liabilities for breach at the rate of RMB 10,000/type, unless otherwise
agreed in the preceding paragraph of this contract.

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8.8 If Party B fails to perform the obligation of payment in accordance with amount and
period agreed in this contract, Party B shall pay Party A liquidated damages at the rate of
0.1% of overdue amount for each day delayed.

8.9 If Party B fails to sign a contract with franchisees in accordance with Franchised
Operation Contract provided by Party A, arbitrarily finalizes a version or makes materials
changes in Franchised Operation Contract provided by Party A, Party B shall pay Party A
liquidated damages as much as RMB 300,000. Losses incurred to Party A shall be
compensated by Party B.

8.10 If Party B discloses business secrets to the third party against this contract, Party B
shall pay Party A liquidated damages as much as RMB 1,000,000. If amount of actual
losses is more than RMB 1,000,000, compensation shall be made as per actual losses.
Party B’s assumption of liabilities for breach shall not affect Party A’s right of canceling
this contract.

8.11 If Party B fails to cancel registration under the name of LiuYiShou with the local
related authority within 15 days after termination of this contract or cancel materials
published on public telephone directory or any other directory under the name of
LiuYiShou or continuously use them, Party B shall pay Party A liquidated damages as
much as RMB 1,000,000. This provision shall survive termination of this contract.

8.12 If Party B breaches any provision of this contract, Party A shall have the right to
make any of following decisions:

8.12.1 warning in writing

8.12.2 Circulate a notice of criticism or require correction within a specified period.

8.12.3 Temporarily withdraw franchised region agency right and duration of withdrawal
shall be determined by Party A in accordance with status of Party B’s breach. During the
period of withdrawal of franchised region agency right, Party B shall have no right to
develop franchisees and cease ongoing contact and negotiation with franchisees.

8.12.4 Cease to distribute materials and Party A will directly distribute materials to
franchisees.

8.12.5 Terminate this contract.

8.13 If Party A breaches this contract, Party B shall have the right to require Party A to
bear corresponding liabilities:

8.13.1 Make correction with a specified period and restore normal operation order.

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8.13.2 Payment of liquidated damages: if Party A is involved in breach, Party B shall

inform Party A of the same in writing, quote specific terms that Party A fails to perform
and require Party A to make correction within 30 days. If Party A fails to make correction
within 30 days, Party A shall pay Party B liquidated damages at the rate of 0.1% of
franchised region agency fee for each day and maximum amount of liquidated damages
shall not exceed 20% of franchised region agency fee.

8.13.3 Termination of this contract: If Party B fails to realize the purpose under this
contract due to Party A’s fundamental breach, Party B shall have the right to terminate this
contract, file a lawsuit to ascertain Party A’s related liabilities.

8.14 Either party’s termination of this contract shall not affect such party’s right to require
other party to bear liabilities for breach before termination of this contract and other
remedies under normative documents such as laws and regulations.

9. Governing Law and Settlement of Disputes

9.1 This contract shall be governed by and construed in accordance with related laws and
regulations of the agency region (Indonesia). If the content or individual terms agreed in
this contract conflict with local laws and regulations, local laws and regulations shall
prevail.

9.2 As for all controversies, disputes or claims arising from or in connection with this
contract, both parties unanimously agree to settle them in accordance with following
methods:

9.2.1 Either party shall, in writing, inform other party of existence and nature of disputes
and representatives of both parties shall settle such disputes through friendly negotiation.

9.2.2 In case of failure of settling disputes through negotiation or mediation, either party
may file a lawsuit with a court with jurisdiction in the agency region. Legal costs and
attorney fee shall be borne by the losing party, unless otherwise ordered by the court
award.

10. Notice

10.1 Both parties confirm their mail addresses as follows:

Party A: LiuYiShou International Group Private Limited

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Domicile and mail address: 19-1 to 5, Suite C, Yugao Plaza, Keyuan 1st Road,
Jiulongpo District, Chongqing

Legal representative: Liu Mei

Contact for performance of this contract: Yin Yi; Telephone: 18602805511

Party B:________________

Domicile:________________________; Legal Representative or

Principal:______

Contact for performance of this contract:_____________;

Telephone:________(If Party B is a legal person)

Party B’s ID number or passport number:________;

Domicile:_________________

Mail address:_____________________________________

Contact:__________; Tel:______________(If Party B is a natural person)

10.2 Notices about performance of this contract and related matters between both parties
shall be sent to addresses indicated under this contract. Receipt of notices shall be
acknowledged by both parties or their authorized representatives through signature or seal.
If notices are sent through express mail service or registered mail service, such notices
shall be deemed to have been served at the sixth day after mailing, as long as notices are
mailed in accordance with foregoing addresses.

10.3 In case of change in either party’s mail address, such party shall inform other party of
the same in writing in a timely manner. Otherwise, such party shall bear all adverse
consequences incurred thereby.

10.4 Email addresses confirmed by both parties: in the process of performance of this
contract, Party A’s contact: Yin Yi and Email address:3079515539@qq.com; Party B’s
contact:________ and Email address:________.

10.5 If either party’s notice is sent to an email address designated by other party, other
party shall be deemed to have received such notice three days later and understood the
content of the email.

11. Miscellaneous

11.1 This contract is executed in Chinese. If this contract is translated into other

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languages, translation shall be made in accordance with this Chinese version. In case of
difference between translation versions and Chinese version, this contract shall be
interpreted and performed in accordance with the Chinese version.

11.2 Any modification of this contract shall be made in writing and confirmed by both
parties through signature.

11.3 This contract shall take effect after both parties sign names or affix seals and Party B
fully pays Party A franchised region agency expenses as agreed in this contract.

11.4 Headings of this contract are inserted merely for convenience and shall not used as a
basis of interpretation of this contract.

11.5 Matters not covered this contract shall be settled by both parties through negotiation.

11.6 This contract is executed in quadruplicate, with each party holding two copies
respectively. Such four copies shall have the same legal effect.

12. Appendixes

12.1 This contract contains following appendixes, which shall constitute an indivisible
part of this contract and have the same legal effect as this contract.

12.1.1 Franchised Operation Contract (Appendix I)

12.1.2 LiuYiShou Branch Management Mode (Appendix II)

12.1.3 LiuYiShou Operation System (Disk) (containing LiuYiShou Publicity Video,

LiuYiShou’s Corporate VI, Food Safety Operation Standard of Catering Service)
(Appendix III).

12.1.4 Uniformly Distributed Operating Materials (Appendix IV)

[No text below]

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Party A: Party B:

Legal Representative: Legal Representative:

Handled by: Handled by:

ID No. ID No.

Date: Date:

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