English template of shareholding agreementShare-holding Entrustment AgreementThis entrustment agreement hereinafter called as this agreement was signed by following parties hereinafter called as agree

ty B and Party B Together, and the total sum shall be RMB30 m. Party B and Party B Together shall use the fund to set up the company in mainland China to deploy the project.

1.2 After the company is established, Party B and Party B Together shall hold 60% and 40% of the stock equity, respectively.

1.3 Party B and Party B Together shall use their own funds to subscribe for the stock equity. The subscribed fund shall be RMB18 m for Party B and RMB12 m for Party B Together, and the total subscribed fund shall be RMB30 m.

1.4 Party B and Party B Together shall pay the subscribed fund within 30 days after the company is established. Party A shall provide necessary assistance to Party B and Party B Together to complete the fund payment.

1.5 After Party B and Party B Together pay the subscribed fund, Party A shall transfer the corresponding stock equity to Party B and Party B Together, respectively.

II Rights and obligations of the stock equity-holders

2.1 Party B and Party B Together shall perform their rights and obligations as stock equity-holders according to relevant laws and regulations, the articles of association of the company, and this agreement.

2.2 The profits and losses of the company shall be distributed according to the proportion of the stock equity held by Party B and Party B Together.

2.3 Party B shall be responsible for the operation and management of the company, and Party B Together shall provide necessary assistance and support.

2.4 Party B shall not transfer or dispose of its stock equity to any third party without the written consent of Party A.

III Term and termination of the agreement

3.1 This agreement shall be valid for 10 years from the date of signing.

3.2 If Party B and Party B Together breach this agreement and cause significant damage to Party A, Party A shall have the right to terminate this agreement and require Party B and Party B Together to transfer their stock equity to Party A.

IV Dispute resolution

4.1 Any dispute arising from the performance of this agreement shall be settled through friendly consultation between the Parties.

4.2 If the Parties fail to settle the dispute through friendly consultation, either Party may submit the dispute to the China International Economic and Trade Arbitration Commission for arbitration in accordance with its arbitration rules.

V Miscellaneous

5.1 This agreement is made in duplicate, with each Party holding one copy. The agreement shall come into effect after it is signed and sealed by the Parties.

5.2 This agreement constitutes the entire agreement between the Parties and supersedes all prior negotiations, understandings and agreements between the Parties.

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

Party A: Shengyuan Nutritional Food Co., Ltd.

Legal representative or authorized representative: Jiang Yunpeng

Party B:

Natural person A: Jiang Yunpeng

Natural person B: Zhang Jibin

Date: July 20, 200