Sales Contract

Party A: Inner Mongolia Genghis Khan Liquor Co., Ltd. (hereinafter referred to as Party A)

Party B: (hereinafter referred to as Party B)

In order to give full play to their respective advantages, Party A and Party B jointly develop the sales market of Party A's Genghis Khan series of high-end liquor. According to the "Contract Law of the People's Republic of China", both parties shall act in good faith, market development and mutual benefit. , ***The agreement on the principles of mutual development is as follows:

1. Determination of the sales relationship:

1. Party A and Party B establish a sales relationship in accordance with this contract, without special permission from Party A With written authorization, Party B only has the right to sell Party A's products, and Party B has no right to make any commitments or establish any debts on behalf of Party A.

2. The nature of the cooperation between Party B and Party A is that of a dealer.

2. Sales area and period:

1. Party B’s sales of Party A’s products are limited to sales within (divided by administrative region) and shall not be sold beyond this area without authorization.

2. If Party B needs to open up other regional markets, it must obtain the written consent and authorization of Party A.

3. Sales period: from year month day to year month day.

3. Products sold:

1. The products sold are Party A’s existing series of products (hereinafter referred to as products), and the quality and packaging standards are subject to the standards of the product manufacturer.

2. If Party A develops other new products, Party B will be notified of the specific sales policy separately. With the agreement of both parties, Party A and Party B can sign another contract or this contract shall prevail.

3. Party B agrees to sell products according to the price system agreed by both parties (see the attached table for the price system).

IV. Sales target:

1. Party B shall complete the sales target (referring to the cumulative purchase amount of Party B) within the validity period of this contract (see the table below). The purchase amount of Party B during the contract period shall not be less than 10,000 yuan/year. Breakdown of monthly sales targets (see the table below) (subject to the payment being credited to Party A’s account before the 25th of the month): (Unit: 10,000 yuan)

Product (first year) Year (monthly ratio) Total amount

(10,000 yuan)

1 2 3 4 5 6 7 8 9 10 11 12

13 11 5 8 9 6 5 6 10 8 9 10

Total

2. Party B must complete the sales target. If Party B purchases less than 70% of the sales target amount for three consecutive months, or the cumulative total of the target amount for that month has not been reached by 70% , Party A has the right to unilaterally terminate the contract.

(Note: The annual decomposition should be based on the proportions listed in the table above. For the first time a newly opened account is purchased, an additional 200,000 yuan should be added to this basis as the first batch of purchases.)

5. Payment method:

When Party B orders products from Party A, the full payment of the total order amount must be remitted in advance to Party A's designated account in cash or money order.

6. Delivery and freight methods:

1. Delivery time: Party A will send out the goods within ten days after confirming the payment. If Party B orders more than 1,000 pieces, Party A will The goods will be shipped in batches and installments based on the principle of not affecting Party B's sales.

2. Means of transportation: Both parties agree to use economical and safe means of transportation as the main means of transportation. The choice of means and tools of transportation is decided by Party A, but long-distance means of transportation of more than one day are mainly train transportation.

3. Expenses: The settlement price between the two parties listed in this contract includes the freight for the goods to be transported to the nearest railway station where Party B is located, freight insurance, and post-arrival expenses, such as transfer fees, unpacking fees, and loading and unloading fees. , short-distance transportation fees, etc. shall be borne by Party B.

4. Picking up the goods for inspection: When Party B picks up the goods, if the damage to the goods is less than 3‰, it is considered normal transportation damage, and Party B shall be responsible for the loss. If the damage to the goods exceeds 3‰, the damage to the goods shall be valid for the railway department and the insurance company. The supporting documents shall be notified in writing to Party A within three days, and Party A shall assist Party B in making a claim. Party B shall be deemed to have no objection after five days.

5. After Party B signs the receipt of the goods, the ownership of the product will be transferred from Party A to Party B.

No personnel of Party A may transfer or borrow goods at will without the written permission signed and signed by Party A. Party B shall be responsible for all risks arising from distribution of goods and payment recovery during the operation process.

6. After receiving Party A’s goods, Party B must issue a receipt confirmation (fax or mail) stamped with Party B’s official seal to Party A, and list in detail the items, quantity and amount of the goods received; If Party A is not notified within three days after receiving the goods, Party A will be deemed to have delivered the goods correctly.

7. Rights and Responsibilities of Party A:

1. Rights:

(1) Regarding Party B’s operating conditions, price execution, and flow of goods implement supervision and management.

(2) Provide guidance to Party B in its operation and management. If Party B is found to be irregular or ineffective in its market operations, it has the right to make reasonable suggestions to Party B until the contract is terminated.

(3) If Party B violates the terms of this contract, Party A may notify Party B in writing to terminate the contract and hold Party B liable for breach of contract.

(4) Party A may adjust product prices based on market conditions and costs. Party A does not need to obtain Party B's prior consent to adjust product prices, and is not responsible for any claims made by Party B regarding product price adjustments.

2. Responsibilities:

(1) The products provided by Party A must comply with the product quality and production standards of the People's Republic of China and the National Liquor Industry, and ensure long-term and stable product quality. .

(2) Assist Party B in marketing work.

(3) Fulfill all kinds of support promised in writing, including compensation, rewards, promotional items, advertising and marketing support to Party B. Oral promises are invalid.

(4) According to Party B’s ordering requirements (after the payment is credited to Party A’s account), the goods will be shipped to the delivery location agreed upon by both parties.

(5) If the product is unsaleable due to delay in Party A’s supply or early termination of the contract by Party A as stipulated in the contract, Party B’s remaining products shall be paid by Party A at the original CIF price (according to the price issued by Party A at the time of supply) All documents, goods numbers and batch determinations) are recovered so that Party B can truly achieve zero-risk operations, but the packaging must be intact (in units of pieces).

(6) When Party A adjusts product prices, it must formally notify Party B in writing one month in advance. The written notice should be kept as an attachment to the contract for review.

8. Party B’s rights and responsibilities:

1. Rights:

(1) If there are reasons for the quality of Party A’s products, Party B may notify Party A in writing. If the party proposes a return, it can be returned after confirmation by the national quality inspection department.

(2) The right to put forward business suggestions that are beneficial to market promotion.

(3) If Party A violates the terms of this contract, Party B shall notify Party A in writing, and Party A shall make a written reply based on specific matters within a few days. If Party A does not make a written reply within the agreed time, Answer: Party B may notify Party A in writing to terminate this contract.

2. Responsibilities:

(1) Party B must assign a dedicated person to be responsible for the sales of Party A’s products. Within fifteen days after the signing of the contract, a marketing team of more than 15 people shall be established. The distribution tools shall Put it in place immediately, and formulate and improve various management rules and regulations to quickly improve service terminal capabilities.

(2) Party B shall pay a certain amount of market management deposit and sell within the sales and distribution area agreed by both parties at the price specified by Party A, and shall not sell across regions or sell at low prices without authorization. (See Article 9)

(3) Product sales shall strictly implement the product channel price signed by both parties (with price list attached). If the price needs to be adjusted, Party A’s formal written notification shall prevail. Low prices are strictly prohibited. Vicious dumping or deliberately selling at high prices.

(4) Party B shall not sell counterfeit Party A products or any infringing products of Genghis Khan series product trademarks or patents. If any counterfeit and shoddy products are discovered, Party B shall promptly notify Party A in writing (fax or letter) ), and assist Party A in anti-counterfeiting activities.

(5) Party B should actively and proactively do a good job in marketing and strive to complete the group purchase and sales tasks determined by both parties.

(See Appendix 4)

(6) Coordinate and cooperate with promotional activities, including coordination between various functional departments and terminals, and assist with event gifts, wine tasting, image Miss management.

(7) Strictly implement the task volume and monthly ordering plan determined by both parties, and make market sales forecasts to ensure sufficient product inventory and prevent market outages.

(8) Distribute goods strictly in accordance with the number of terminals and targets determined in the contract (see the attachment for distribution targets).

(9) Party B shall provide product sales reports, inventory and information required for Party B’s assessment on a monthly basis.

(10) When signing a sales agreement with the terminal, Party B must make it clear that the liquor products distributed to the terminal should include all Genghis Khan series wines, and actively assist in the sales of Genghis Khan series wines.

(11) Party B shall collect or cooperate with Party A’s personnel to collect local market trends, competitive product information and materials and transmit them to Party A.

9. Market management deposit and deposit management:

1. Party B promises to pay a market management deposit of 10,000 yuan to Party A within 10 days after signing the contract. If the deposit is not paid on time, this contract Automatically terminated.

2. Deduction of deposit:

(1) Party B shall not sell the product to the wholesale market. If this happens, Party A has the right to deduct 20% of Party B’s deposit for the first time and 20% of Party B’s deposit for the second time. The right to deduct 30, the third time the right to deduct the full amount and terminate the sales agreement.

(2) Party B shall sell products to customers at all levels at the price agreed upon by both parties. If the price is lower than the price, Party A has the right to deduct 20% of Party B’s deposit for the first time and 30% for the second time. The third time is entitled to deduct the full amount and terminate the sales agreement.

(3) Party B shall not sell products to markets outside the agreed area. If this happens, Party A has the right to deduct 20% of Party B’s deposit for the first time, 30% for the second time, and 30% for the third time. The right to deduct 50 and terminate the sales agreement between both parties.

(4) If Party B mixes and sells Party A’s products with counterfeit or fake products, or maliciously sells at low prices to impact Party A’s key markets, Party A has the right to deduct Party B’s full deposit in one go and terminate both parties’ Sales Agreement.

3. The deduction of Party B’s market management deposit will not affect Party A’s right to pursue legal liability for losses caused by Party B’s breach of contract and infringement.

4. Market management margin does not accrue interest.

5. Market management deposit refund: If Party B does not commit the above-mentioned breach of contract during the contract period, Party A shall return the deposit to Party B in full within 10 days after the termination of the contract; otherwise, both parties shall settle the deposit within 10 days after the termination of the contract. Clear the remaining deposit.

10. Trademarks and other intellectual property rights:

All intellectual property rights such as Party A’s registered trademarks, patents, company names, etc. belong to Party A. Although this contract is signed, Party A does not authorize Party B to use Party A’s registered trademarks, patents, company names and other intellectual property rights owned by Party A. Party B may not use them without authorization except with Party A’s written permission. Otherwise, Party B will be held accountable for infringement according to law.

11. Signature and seal:

1. This contract or the supplementary agreement (or attachment) to this contract and the rights and obligations of both parties reached during the performance of this contract New agreements should be in writing and signed by the legal representatives of Party A and Party B or their authorized persons, and stamped with the contract seal or official seal; otherwise, the contract or document will be invalid.

2. The behavior of all Party A’s regional business personnel or other personnel stationed in Party B must be based on this contract. Party A will not be responsible for the consequences of any behavior that exceeds the provisions of this contract and is not specifically authorized by Party A. Bear corresponding legal responsibilities; neither Party A nor Party B shall use the oral commitments of the other party's business personnel or employees of other companies as the basis for changing the matters agreed by the company. If it is really necessary to add content, it must be agreed by both parties and supplemented in writing. The official seal serves as an attachment to the contract.

3. Without the consent of Party A in a written and sealed official document, any lending behavior of Party A’s personnel to Party B shall be deemed as personal behavior, and Party A shall not be responsible for any consequences and responsibilities arising therefrom. , Party B has the right to pursue personal debts owed by the individual.

4. Within seven days from the date of signing this contract, Party B remits the first batch of purchase payment to Party A. If the time limit is exceeded, it will be deemed to be automatically abandoned. This contract will terminate automatically. The amount of the first batch of purchase will be determined through negotiation between both parties. Not less than 10,000 yuan.

12. Liability for breach of contract:

If Party B violates the agreement on price and area in this contract, it can be dealt with according to the agreement in Article 9.

The behavior of either party constitutes a breach of contract, and the other party may be held liable for breach of contract in accordance with the law.

3. When a written notice of termination of the contract reaches the other party, the contract is terminated. If the contract needs to be terminated for reasons other than those agreed upon, both parties must reach an agreement through negotiation, otherwise it will be deemed a breach of contract and the other party will be compensated for the losses suffered thereby.

4. Other liability for breach of contract shall be implemented in accordance with the relevant provisions of the "Contract Law of the People's Republic of China".

13. Others:

1. This contract will take effect after being signed by the legal representatives or authorized persons of both parties and stamped with the contract seal or official seal. After this contract takes effect, it will replace all negotiation agreements between the two parties before the contract takes effect, as well as various contracts and agreements signed by Party A and Party B before.

2. For matters not covered in this contract, the two parties will negotiate to form a contract attachment, which will have the same legal effect after being signed and sealed by both parties.

3. If any dispute or dispute arises between Party A and Party B during the business cooperation process, it should be resolved through friendly negotiation. If negotiation fails, both parties agree that the dispute shall be under the jurisdiction of the court where Party A is located.

4. This contract (together with attachments) is made in four copies, with Party A and Party B each holding two copies, and has the same legal effect.

Name of Party A: Inner Mongolia Genghis Khan Liquor Co., Ltd. Name of Party B:

Address: 16th Floor, Inner Mongolia Hotel, Wulanqab West Road, Hohhot Address:

Legal representative: Legal representative:

Representative: Representative:

Account manager:

Telephone: (handheld)

Account opening bank: Hohhot Commercial Bank Jinying Branch Account opening bank:

Account number: 20310016001001566 Account number:

Tax ID: Tax ID:

Tel: ( 0471) 6200908 Tel: