Address: Room 101, Unit 1, Building 2, 251 Banqiao Avenue, Qianchuan Street, Huangpi District, Wuhan City, Hubei Province, People’s Republic of China, 430399 - Form 6-K

i.

Party B: has full power and authority to execute, deliver, and perform its obligations under this Agreement.

ii.

The Party B's execution, delivery and performance of this Agreement has not resulted, and will not result, in a breach of any provision of:

a.

any statute, law, writ, order, rule or regulation of any Governmental Authority applicable to Party B;

b.

any judgment, injunction, decree or determination applicable to Party B; or

c.

any material contract, indenture, mortgage, loan, note, lease or other instrument by which Party B may be bound or to which any of the assets of Party B are subject.

iii.

No notice to, registration with, consent or approval of or any other action by, any relevant Governmental Authority or other Person is or will be required for Party B to execute, deliver and perform its obligations under, this Agreement (other than as may be required to give legal effect to the assignment and transfer of the Business Assets under this Agreement by Party B (or its Affiliate) to the Party A1 (or its Affiliate).

iv.

Party B (or its Affiliate) is, the legal owner of the Land, and the Land and the Land Use Right are not subject to any prior sale, transfer, assignment or sub- participation by Party B (or its Affiliate) or any agreement to assign, convey, transfer or participate, in whole or in part.

v.

The Land Use Right is unencumbered and free from any liens, mortgages, security interests, pledges, charges, encumbrances, equitable interests, or any other rights, claims, or interests asserted by any third party (collectively, "Lien"), which may adversely affect the full and unencumbered enjoyment and transfer of said land use right to the Party A1.

vi.

Party B is a "non-US person" as defined in Regulation S. Party B further makes the representations and warranties to Party A1 set forth on Exhibit A.

Party B资格。Party B应为规则S定义下的"非美国主体"

Party B作出附件A所列的非美国主体的额外陈述和保证。

vii.

Party B understands that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that Party A1 is relying upon the truth and accuracy of, and Party B's compliance with, the representations, warranties, agreements, acknowledgments and understandings of Party B set forth herein in order to determine the availability of such exemptions and the eligibility of Party B to acquire the Shares.

依赖于豁免。Party B知道在此出售的证券是根据美国联邦和州证券法的登记注册要求的豁免出售的，Party A1依赖于Party B的声明、保证、同意、承认和认知的真实性和准确性，并对其的遵循，以决定这一豁免是否适用于Party B的购股行为。

viii.

Party B understands that the Shares must be held indefinitely unless such Shares are registered under the Securities Act or an exemption from registration is available. Party B acknowledges that Party B is familiar with Rule 144 and Rule 144A, of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act ("Rule 144"), and that such person has been advised that Rule 144 and Rule 144A, as applicable, permits resales only under certain circumstances. Party B understands that to the extent that Rule 144 or Rule 144A is not available, Party B will be unable to sell any Shares without either registration under the Securities Act or the existence of another exemption from such registration requirement.

规则144。Party B明白股票的持有的时长是不确定的，除非股票经登记注册或登记注册被豁免。Party B承认其熟知规则144和规则144A，并被告知根据规则144和规则144A，股票只有在特定的情况下才被允许出售；并且在不能适用规则144和规则144A时，如果股票没有登记注册或豁免，就不能出售。

i.

is duly organized and validly existing under the laws of its jurisdiction of organization or incorporation;

ii.

has full power and authority to execute, deliver, and perform its obligations under this Agreement.

1.

At the time of (a) the offer by Party A1 and (b) the acceptance of the offer by such person or entity, of the Units, such person or entity was outside the United States.

在(a) Party A1提出证券单位的要约时，及 (b) 此人或企业接受要约时，此人或企业在美国境外。

2.

Such person or entity is acquiring the Units for such Shareholder's own account, for investment and not for distribution or resale to others and is not purchasing the Units for the account or benefit of any U.S. person, or with a view towards distribution to any U.S. person, in violation of the registration requirements of the Securities Act.

此人或企业购买证券单位是为其自身投资用途，而并非为了分发或销售给他人，且购买证券单位并非为了任何美国人的利益，或打算违反证券法的注册要求分发给任何美国人。

3.

Such person or entity will make all subsequent offers and sales of the Units either (x) outside of the United States in compliance with Regulation S; (y) pursuant to a registration under the Securities Act; or (z) pursuant to an available exemption from registration under the Securities Act. Specifically, such person or entity will not resell the Units to any U.S. person or within the United States prior to the expiration of a period commencing on the Closing Date and ending on the date that is six months thereafter (the "Distribution Compliance Period"), except pursuant to registration under the Securities Act or an exemption from registration under the Securities Act.

此人或企业购买和出售证券单位会(x)根据规则S在美国境外进行；(y) 根据证券法下的登记注册书；或(z) 根据证券法可以适用豁免。特别是，从交割结算日开始后 6个月内（"分销特定期限"），此人或企业不得向任何美国个体出售或在美国境内出售，除非是根据证券法下的登记注册申请书或登记豁免进行出售。

4.

Such person or entity has no present plan or intention to sell the Units in the United States or to a U.S. person at any predetermined time, has made no predetermined arrangements to sell the Units and is not acting as a Distributor of such securities.

此人或企业目前没有任何计划或准备在任何预定的期限内在美国境内或向美国人出售证券单位，也没有任何预定的安排出售证券单位或作为证券的分销商。

5.

Neither such person or entity, its Affiliates nor any Person acting on behalf of such person or entity, has entered into, has the intention of entering into, or will enter into any put option, short position or other similar instrument or position in the U.S. with respect to the Units at any time after the Closing Date through the Distribution Compliance Period except in compliance with the Securities Act.

此人或企业，关联人或任何代表人，没有签订或有意图在分销特定期限内在美国签订或会签订关于证券单位的任何卖方期权、短线持有或任何类似的工具或持有。

6.

Such person or entity consents to the placement of a legend on any certificate or other document evidencing the Units substantially in the form that each of the Shares underlying the Units shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or "blue sky" laws).

此人或企业同意在任何证券单位证书或其他证券单位证明文件上根据每份证券单位中相应的普通股股权证书都应盖印或刻印有与下段文字基本相同的限制交易说明（此受限说明是对任何相关的州证券法或"蓝天"法下的限制交易说明的补充）限制交易。

THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE SECURITIES WERE ISSUED IN A TRANSACTION EXEMPT FROM THE REGISTRATION REDISTRICTIREMENTS OF THE SECURITIES ACT PURSUANT TO REGULATION S PROMULGATED UNDER IT. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE UNITED STATES UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT IS NOT REDISTRICTIRED. FURTHER, HEDGING TRANSACTIONS WITH REGARD TO THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

此证书代表的证券（"证券"）尚未依照1933年的证券法及其修改案（"证券法"）的要求登记。此证券根据证券法下的S规则发行而豁免登记。不得在美国境内出售，转让或进行其他处理，除非已依照证券法进行登记，或者公司已收到法律顾问出具的意见书，提出依照证券法的条款此证券的登记不是必须的。另外，除非符合证券法的要求，不允许对此证券进行对冲交易。

7.

Such person or entity is not acquiring the Units in a transaction (or an element of a series of transactions) that is part of any plan or scheme to evade the registration provisions of the Securities Act.

此人或企业目前没有购买任何规避证券法登记条款的交易计划或设计中的股票。

8.

Such person or entity has sufficient knowledge and experience in finance, securities, investments and other business matters to be able to protect such person's or entity's interests in connection with the transactions contemplated by this Agreement.

此人或企业有充分的金融、证券、投资和其他商业知识和经验来保护本交易中自己的利益。

9.

Such person or entity has consulted, to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors concerning its investment in the Units.

此人或企业在其认为必要的范围内就投资购买证券单位咨询了其税收、法律、会计和融资顾问。

10.

Such person or entity understands the various risks of an investment in the Units and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Units.

此人或企业明白作此投资的各种风险并且有能力在不确定的时间内承担这些风险，包括但不限于，完全损失掉其在证券单位中的投资。

11.

Such person or entity has had access to Party A1's publicly filed reports with the SEC and has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding Party A1 that such person or entity has requested and all such public information is sufficient for such person or entity to evaluate the risks of investing in the Units.

此人或企业有途径获得Party A1向证监会申报的所有报表，而且在交易的过程中在其要求的前提下Party A1提供了其他公共信息，所有这些公共信息对于该人或企业评估投资风险是充分的。

12.

Such person or entity has been afforded the opportunity to ask questions of and receive answers concerning Party A1 and the terms and conditions of the issuance of the Units.

此人或企业有机会就Party A1和投资证券单位发行的条件和规定提问和获得解答。

13.

Such person or entity is not relying on any representations and warranties concerning Party A1 made by Party A1 or any officer, employee or agent of Party A1, other than those contained in this Agreement.

此人或企业没有依赖Party A1或任何管理人员、员工或代理在本协议之外所做的关于Party A1的任何陈述和保证。

14.

Such person or entity will not sell or otherwise transfer the Units unless either (A) the transfer of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is available.

此人或企业不会出售或转让证券单位，除非(A) 这些股票的转让已依据证券法登记注册或(B)可以适用登记注册豁免。

15.

Such person or entity represents that the address furnished on its signature page to this Agreement is the principal residence if he is an individual or its principal business address if it is a corporation or other entity.

此人或企业在签字页提供的地址是其主要住所地（如其为个人）或主要营业地（如其为公司或其他实体）。

16.

Such person or entity understands and acknowledges that the Units have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning Party A1 that has been supplied to such person or entity and that any representation to the contrary is a criminal offense.

此人或企业了解并认同投资证券单位没有经任何联邦或州的证监会或监管机构推荐，以下机构也没有确认或决定过提供给此人或企业的Party A1的信息的准确性；与此相反的情况将构成刑事犯罪。