专项法律顾问合同（英文）.doc

德恒律师事务所专项法律顾问合同Legal Service AgreementParty A：Shenzhen Hengguang Enterprise Manycmet lousnlting Co.,LtdParty B：Deheng Law Offices (Shenzhen)Legal Service AgreementParty A：Shenzhen Hengguang Enterprise Manycmet lousnlting Co.,Ltd(hereinafter referred to as the “Party A”)Add：Tel:Fax:Party B：Deheng Law Offices (Shenzhen) (hereinafter referred to as the “Party B”)Add： Stotey 11,Section B Anlian Plaza,No.4018,Jintian Road,Futian District,ShenzhenTel： （0755）88286495 Fax： （0755）88286499In accordance with relevant regulations of Company Law of the Peoples Republic of China and Law of the Peoples Republic of China on Lawyers, Party A shall provide Party B relevant legal services for the matter that Chinese shareholders will transfer the 100 equity interest of Party A that is held by Chinese shareholders to Foreign shareholders (hereinafter “Party As entrusted matter”)，Therefore, the parties hereby make this Agreement as follows: .Party B shall designate YuQinbing attorney who has substantial professional experience to provide the relevant legal services hereunder to Party B. Description of the Services Party B will provide the Overall legal scheme of Party As entrusted matter to Party A. Draft all relevant application documents and legal affairs documents; Party A will provide legal consultation of equity interest transfer of party B. In the case that the Party A did not work in the office location as registered, and the shareholder of Chinese side did not fulfill its obligation of contribution of capital within the time limit as ratified by Trade and Industry Committee, should coordinate these matters with Commerce and Industry Bureau, and unlock Party A. In view of the fact that Party A already moved business place, Party B, shall submit the relevant documents for the approval of Business place change to the competent administration for industry and commerce. Coordinate with Trade and Industry Committee, Commerce and Industry Bureau, Local Taxation Bureau, Finance Bureau, Statistics Bureau, the foreign exchange bureau and Certified Public Accountants to retroactive Party As annual inspection procedures in 2009 and 2010. Coordinate with Trade and Industry Committee to manage approval procedures for Party As entrusted matter, including Shareholder capital deferred. Coordinate with Trade and Industry Committee and Commerce and Industry Bureau to manage examination and approval procedures for state-owned assets transfer involved in Party As entrusted matters. Coordinate to manage VISA procedures involved in Party As entrusted matters.Handle with Commercial and Industrial approval and registration procedure and complete registration procedure involved in Party As entrusted matters. Party A shall provide Party B with the legal services as stipulated in this Agreement during the term of this Agreement. Party A can contact party B at any time.Lawyer assistant Gao luying will maintain contacting with Party B. Party A should provide relevant documents and data to Party B in time ,So that Party B can complete Party As entrusted matter timely.Party B agrees and acknowledges that it will not disclose or divulge, and will protect any information of Party B which is deemed confidential, proprietary, or outside the public domain.Party B should be given to active cooperation ,and shall not be obstructed by improper means. Party B should accomplish Party As entrusted matters in 4 months since the date of signing of both sides. Party B will shorten the time limit for party A as as soon as possible. Part B hereby agrees to charge Party A a fixed legal fee (the “Legal Fee”) of RMB 400,000 for the legal service rendered. The Legal Fee of RMB 80,000 will be paid within 15 business days since the date of signing of both sides. Other Legal Fee of RMB 320,000 will be paid within 5 bisiness days from the date of obtaining the Approval Certificate.Beneficiary: Deheng Law Offices (Shenzhen)Account No.: 814781233310001Bank: Banking Division, Shenzhen Branch China Merchants BankThe legal fee of the Law Firm does not include fees stipulated required by relevant authorities. The term of this Agreement is 4 months, commencing from the date of signing of both sides and expiring at the date of accomplishing Party As entrusted matters and being paid all legal fee.if Party A cannot accomplish Party As entrusted matters and obtain the Approval Certificate in 4 months since the date of signing of both sides. the agreement should be automatically prior termination.and Party A do not need to give Party B other legal fee unless Party A agree that the agreement will be extended This Agreement may not be modified, amended, or replaced except by both parties signed written agreement. This Agreement shall come into force upon the execution and delivery of the Agreement