Rice Sales Agreement

This Sales Agreement (hereafter the “Agreement”) is entered into by and between the parties listed below on [see attached schedule]:

Fujian Grand Farm Foods Development Co., Ltd. , hereafter referred to as the “Seller”, a limited liability company established under the laws of the People’s Republic of China with registered address at Xx. 0000 Xxxx Xxxxxx Xxxx, Xxxxxxx Xxxx, Xxxxxxxx District, Putian City; and

AB InBev Brewery Co., Ltd. hereafter referred to as the “Buyer”, a limited liability company established under the laws of the People’s Republic of China with registered address at Xx. 000 Xxxxxx Xxxx, Xxxxxxxx Xxxxxxxx, Putian City.

Seller is an enterprise engaged in the production and sale of long-shaped rice (hereafter the “Designated Product”), and warrants that it has obtained all necessary licenses and permits in connection with the production and sale of the Designated Product, including but not limited to government and industry licenses, permits and registrations, and has the full authority to execute this Agreement;

Buyer is an enterprise engaged in the manufacturing and sale of beer that desires to designate Seller as a supplier to supply the Designated Product to Buyer in accordance with this Agreement, and Seller desires to be the designated supplier of the Designated Product for Buyer.

Therefore, Seller and Buyer hereby enter into the following agreement for the Seller to supply the Designated Product to Buyer, on the principles of equality and free will:

The Designated Product for purposes of this Agreement is late long-shaped rice or first crop rice, with harvest year of [see attached schedule], and with state-designated “above grade” quality.

Seller agrees to sell and Buyer agrees to buy the Designated Product pursuant to the terms and conditions under this Agreement. Seller is hereby appointed as a nonexclusive supplier of Buyer.

Seller guarantees that the Designated Product shall conform to the specifications and requirements set forth in Attachment 1, Standard, Requirement and Inspection of the Designated Product. Seller shall provide Buyer with the inspection or certificate documentation listed in Exhibit A prior to delivery of the Designated Product.

Seller shall be responsible for the packaging and shipping of the Designated Product, and warrants that such packaging and shipping shall conform to the standards described in Attachment 2, Packaging and Shipping Standards of the Designated Product.

Seller warrants to comply with labor law and to not engage in any illegal labor practices, especially the use of child labor.

Buyer and Seller agree that the quantity of Designated Product under this Agreement shall be [see attached schedule] metric tons.

Seller understands that the quantity of Designated Product set forth in this Agreement is Buyer’s estimate of its requirement based on normal operating conditions, and that such estimate may vary based on changes to Buyer’s production. Actual requirements and delivery dates shall be set in Buyer’s purchase notice. Actual quantity and price shall be determined by quantity properly accepted. Payment calculations shall be based on quantity actually accepted. Changes to Buyer’s estimate shall not impact the purchase orders under this Agreement, and the parties will have duly considered this provision when determining the purchase price.

Buyer shall indicate the quantity of Designated Product and delivery time in the purchase order, a form of which is in Attachment 3, Purchase Order. Unless the purchase order states otherwise, any matter not addressed in the purchase order shall be governed by this Agreement.

Buyer’s purchase order shall be placed via facsimile or mail at least two days before the required shipping date. Seller shall supply the Designated Product according to Buyer’s purchase order unless Seller objects within 24 hours upon receipt of the purchase order (the date of receipt shall be determined in accordance of Section 12.4 of this Agreement). Seller shall confirm its receipt of Buyer’s purchase order by transmitting a stamped copy of the purchase order to Buyer, and in addition mailing the original to Buyer. Seller’s failure to object or to transmit or mail the purchase order shall not release Seller from the purchase order.

Prior to every delivery of the Designated Product, Seller shall provide Buyer with a delivery checklist and, in accordance with Schedule 1, the inspection or certificate documentation for the Designated Product.

The title of the Designated Product shall be transferred to Buyer after the Designated Product is delivered to Buyer’s location (see attached schedule), and Buyer’s preliminary inspection pursuant to Section 4.2 of this Agreement is complete. Unless Buyer indicates otherwise in the purchase order or other notice in writing, the delivery location shall be Buyer’s rice warehouse.

Seller shall bear all risks before the title of the Designated Product is transferred to Buyer. After the title is transferred to Buyer, Buyer shall bear all risks.

Seller warrants that no third party may claim any right to the Designated Product purchased by Buyer, and shall compensate Buyer for any loss caused by such third party claim against Designated Product which title has transferred to Buyer.

Seller shall deliver the Designated Product according to the time and place set in Buyer’s purchase order, and shall be subject to a daily penalty equal to 5% of the purchase price for the quantity of Designated Product not delivered until actual delivery. If delivery is late for more than 2 days, Buyer shall have the right to cancel the purchase order and claim damage equal to 3% of the purchase order quantity cancelled. If Buyer’s cancellation due to the foregoing exceeds 30% of the quantity of Designated Product under this Agreement or 3 purchase orders, Buyer may terminate this Agreement or reduce the quantity to be supplied by Seller.

Buyer shall conduct a sampling inspection upon receipt of the Designated Product in accordance with the standards and requirements set forth in Schedule 1, and the result of such inspection shall be final.

Buyer shall conduct a preliminary inspection within 2 days after delivery of the Designated Product to the delivery location designated by Buyer. The preliminary inspection may include an inspection of the packaging and quantity of the Designated Product. If practicable, Buyer may also conduct further inspections afterward. Buyer shall conduct the sampling inspection within 15 days of the delivery of the Designated Product.

If Buyer discovers during preliminary inspection that the quantity of the Designated Product is less than the purchase order quantity, Buyer shall have the right to require Seller to deliver the deficient quantity immediately or reduce the purchase price. Subject to the foregoing, if the deficient quantity exceeds 10% of the purchase order quantity, Seller shall be subject to a penalty equal to 3% of the purchase price for the deficient quantity. If Buyer discovers during preliminary inspection that the quantity of the Designated Product exceeds the purchase order quantity, Buyer shall have the right to reject the excess quantity or accept same at the same price as when the purchase order was issued.

If Buyer discovers that the quality, packaging or delivery of the Designated Product does not satisfy the standards set forth in this Agreement (issues relating to quantity to be resolved per Section 4.3 above), Buyer shall have the right to (i) require Seller to deliver the same quantity of conforming Designated Product within a specific period of time, and pay a penalty equal to 5% of the purchase order amount and any other fees incurred by such delay, and Buyer may elect not to return the non-conforming Designated Product; or (ii) accept non-conforming Designated Product with a discount not to exceed 5% of total purchase price under this Agreement. Seller shall also compensate Buyer for any damage resulting from the non-conforming Designated Product.

Seller shall supply the Designated Product pursuant to the terms and conditions under this Agreement, and if quality or quantity does not conform to Buyer’s requirements, Buyer may, in addition to its other rights provided elsewhere in this Agreement, use the provisions relating to late delivery against Seller.

The period from the date of delivery to the completion of Buyer’s production shall be deemed the warranty period of the Designated Product, during which time Buyer has the right to monitor and inspect the quality of the Designated Product regardless of the result of the sampling inspection. Seller shall compensate Buyer for damages caused by any quality-related issues discovered during the warranty period.

Buyer shall notify Seller in writing of any quality-related issue discovered during the warranty period on the same day that such issue is discovered. Seller shall visit Buyer’s production site to inspect and verify such issue within 2 days of receipt of Buyer’s notice. The parties may submit any dispute regarding the quality-related issue to a competent authority to be mutually agreed upon at the cost of the party who raises the dispute. Seller’s failure to timely visit Buyer’s production site or refusal to submit the dispute to a competent authority shall be deemed Seller’s acceptance of Buyer’s claim regarding the quality-related issue.

Based upon Buyer’s inspection, if the quantity of Designated Product failing to conform to the standards and requirements under this Agreement exceeds 30% of the Designated Product designated under this Agreement or 3 purchase orders, Buyer may terminate this Agreement or reduce the quantity to be supplied by Seller.