Vergleich Inhalt zum alten: Memorandum on Consulting Services for SUWN in Fiscal 2011 (Translation from Chinese to English) Party A: Sunwin International Neutraceuticals, Inc. Party B: China Direct Investments, Inc. After friendly consultations between both parties, Party A hereby agrees to engage Party B to provide consulting services in fiscal 2011 pursuant to the terms and conditions defined as follows on the scope of the services and expenses payment. | I. | This memo shall be executed during Party A’s fiscal 2011, from May 1, 2010 to April 30, 2011. | | II. | Scope of consulting services provided by Party B: | | 1. Coordinate the preparation and filing of all required corporate documents and public disclosures concerning stock reverse split, change of the Company name and AMEX listing application; | | 2. Assist Party A in hiring independent directors and forming director committees in compliance with the requirements of the Securities and Exchange Commission; | | 3. Coordinate to raise $10-15 million for Party A after the Company is listed at AMEX; | | 4. Coordinate the corporate matters on behalf of Party A including press release, investor relations, auditing, legal consultation, stock issuance, monitoring the brokerage accounts and stock trading by SUWN’s related parties, English/Chinese translation of documents, corporation registration update with the State, tax return, file management, etc. | | 5. Coordinate the preparation and filing of all required public disclosures including but not limited to three 10Qs, annual report 10K,and 8-k; | | 6. Provide assistance in financial management and the improvement of internal controls; | | 7. Based on demands, assist Sunwin management in communicating with Sunwin USA and Wild Flavors and help to facilitate the sales growth of steviosides; | | 8. Coordinate the disposition of vet medicine segment from SUWN per the instruction of Party A. | When cash expenses occur with third party vendors or professionals for the corporate matters of Party A (including but not limited to article II 1-8 of this memo), Party A shall directly pay to the service providers. From experience, the annual budget of cash expenses is about $280,000. | IV. | This memo shall take affect upon signatures and stamps of both parties. Parties shall consult for the issues that were not unaddressed in this memo. | Listing Company Consulting Services Agreement for Fiscal 2012 Party A: Sunwin International Neutraceuticals, Inc. Party B: China Direct Investments, Inc. Both parties reached an agreement to have Party B provide listing company consulting services for Party A during fiscal 2012; the agreed upon terms are below: | A. | The services described under this agreement are to be performed during Party A’s 2012 fiscal year, which is from 5/1/2011 to 4/30/2012. | | B. | Party B is to provide the following consulting services to Party A: | | 1. | To carry out reverse stock split, name change and uplisting to Amex; | | 2. | To assist in hiring independent directors and establish the board as required by the SEC; | | 3. | Responsible for organizing and coordinating the financing of 10 to 15 million dollars upon the success of an uplist. | | 4. | To perform news releases, investor relations, road shows, audit coordination, legal advice, issue shares, assist employees open accounts, cash settlement of shares, document translation, company registration, tax reporting, document management, and other related daily affairs of listed companies; | | 5. | To timely finish three quarterly reports and one annual report and to timely file 8-Ks on material events; | | 6. | Continue to assist in establishing a sound internal control system; | | 7. | Based on actual needs, assist Sunwin USA and Wild Flavors in communication and negotiation to promote the sale of stevia. | | 8. | To dispose the Chinese medicine segment. | | C. | Consulting service fees: | | 1. | Within 30 days of signing this agreement, Party A is to issue 1.5 million shares of SUWN common stock to Party B as consulting service fees for fiscal 2012. 1.5 million Shares of common stock are to be paid in two installments. The first installment of 1 million shares is to be paid by 4/30/11, and the remaining 500,000 shares are to be paid by 12/31/2011. | | 2. | Service fees incurred by Party A as a publicly listed company (including but not limited to article B items 1-8) from third party is limited to $130,000. This fee is to be paid at once by Party A by 4/30/2011 in the form of cash to Party B; any fees in excess of this amount are to be covered by Party B. | | D. | This agreement becomes effective immediately when signed and sealed by both parties. This agreement and the consulting agreement in English (Consulting Agreement) signed separately by both parties in April of 2011 are both in effect and are complementary. | |
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