AGREEMENT ON CAPITAL INCREASE AND EQUITY SUBSCRIPTION

Exhibit 10.1

UNOFFICIAL ENGLISH TRANSLATION

THIS CAPITAL INCREASE AND EQUITY SUBSCRIPTION   (this “ Agreement ”) is made and entered into as of January 29, 2009, by and among Guangzhou AWA Wine Co. Ltd.   (the “ Company ”), a wholly owned Chinese domiciled enterprise duly organized and existing under the laws of the People’s Republic of China (hereinafter referred to as “ PRC ” or “ China ”), with its legal address at Suite 510 Block C No 88 Wenchan South Rd Liwan District, Guangzhou Guangdong, China, and Mr. Nei Weifeng, M r. Liang Huanxian , Mr. Xian Wenbin (each a “ Chinese Equity Interest Holder ” and in the aggregate the “ Chinese Equity Interest Holders ”), Regal Life Concepts, Inc. (the “ Investor ”), a corporation duly organized and existing under the laws of Nevada, with its legal address at 3723 E. Maffeo Road, Phoenix, Arizona, 85050, United States of America.

On a fully diluted basis, Investor agrees to acquire 26% of the Company’s equity interest by capital increase and equity subscription. The Company shall convert to a Sino-foreign cooperative joint venture (“CJV”) after the capital increase.  The Investor may further acquire 25% equity interest in the Company and have a 51% equity interest pursuant to the development of the JV.

NOW, THEREFORE , in consideration of the premises and of the mutual covenants contained herein, the Parties agree as follows:

1.1            Capital Increase .

(a)           Upon the terms and subject to the conditions of this Agreement, at the Closing referred to in Section 3.1 hereof, the Investor shall contribute to the Capital Increase of the Company and shall acquire the Equity, free and clear of any and all liens, mortgages, adverse claims, charges, security interests, encumbrances, other restrictions or limitations, or rights of any third persons whatsoever other than liens arising from acts of the Investor (collectively, “ Liens ”).

(b)           To effect the Transaction contemplated by Section 1.1(a), at the Closing, the JV Company shall deliver or cause to be delivered to the Investor, against payment therefor in accordance with Section 2.2 hereof, one or more certificates representing the Equity, accompanied by evidence acceptable to the Investor demonstrating Investor’s ownership of the Equity on the books of the JV Company.

2.1            Investment Amount. The investment amount for the equity is USD 500,000, equal to RMB 3,400,000. The investment amount shall be invested in two installments in USD.  The first installment of USD 200,000 shall be made as a loan (which shall be substantially treated as capital increase and equity subscription) (the “First Installment Investment’), the second installment of USD 300,000 shall be paid as direct investment (the “Second Installment Investment”).

2.2            Method of Payment .  Within 7 days upon execution of this Agreement, the JV Contract and the Loan Agreement, the Investor shall remit the First Installment Investment of USD 200,000 to a bank account designated by the Company’s Board of Directors in Hong Kong. Upon obtaining the proper government approval for the capital increase and equity subscription, the Investor shall remit the Second Installment Investment of USD 300,000 into the capital verification account.

2.3            Taxes .  The payment of any taxes imposed by any Governmental Authority with respect to the execution or delivery of this Agreement or consummation of the transactions contemplated hereby shall be the responsibility of the Chinese Parties.

3.1            Closing .  The consummation of the acquisition of the Equity, payment of the second installment of the Capital Increase, the issuance of the certificates, and the other transactions contemplated by this Agreement (the “ Closing ”) will take place at 11:00 a.m. August 1, 2009 (local time) on a date to be specified by the Investor (the " Closing Date "), at the Guangzhou office of King & Wood, located at 54/F CITIC Plaza, 233 Tianhe Road, North Tianhe District, Guangzhou, 510613 China, unless another date, time, or place is agreed to in writing by the parties hereto.  In no event, however, shall the Closing Date occur after August 15, 2009.

3.2            Deliveries by the Company .  At or prior to the Closing, the Company, as applicable, shall deliver to the Investor:

(i)           certificates representing all of the Equity accompanied by evidence acceptable to the demonstrating Investor’s ownership of the Equity on the books of the JV Company in accordance with all Legal Requirements of the applicable Governmental Authorities;

(ii)           A Capital Investment Certificate issued by the JV Company’s Chairman of the Board of Directors evidencing the Investor’s ownership of the Equity;

(iii)           a counterpart of the JV Agreement signed by the Chinese Equity Interest Holders and the Investor in a form of which is appended hereto as Exhibit 3.2(iii) ;

(iv)           the Loan Agreement signed by the Company and the First Installment Investment shall be ready to be remitted to the CJV’s capital verification account ;

(v)           any other deliverables referenced in Section 7.1 and one or more certificate(s) executed by the Company and the Chinese Equity Interest Holders to the effect that the conditions set forth in Section 7.2(e) and Section 7.2(j) have been satisfied;

(vi)           written approval of the Investor’s nominee to the Board of Directors; and

(vii)          such other agreements, certificates, and writings that the Investor may reasonably request.

3.3            Deliveries by the Investor .  At or prior to the Closing, the Investor shall deliver to the Company:

(i)            the Second Installment Investment required to be paid at Closing to the Company pursuant to Section 2.2 hereof;

(ii)           a counterpart of the JV Agreement signed by the Investor;

(iii)           the name of Investor’s nominee to the Board of Directors;

(iv)           Loan Agreement signed the by Company Equity Interest Holders;

(v)           one or more certificates executed by an authorized officer of the Investor, on behalf of the Investor, to the effect that the conditions set forth in Section 7.1(a) and Section 7.1(e) have been satisfied; and

(vi)           such other agreements, certificates, and writings that the Company may reasonably request.

3.4            Termination in Absence of Closing .

(a)           If the Closing has not occurred by the close of business on August 15, 2009 nor the another Closing Date is agreed in writing pursuant to section 3.1, then any Party hereto may thereafter terminate this Agreement by written notice to such effect, to the other Parties hereto, without liability of or to any Party to this Agreement or any stockholder, director, officer, employee, or representative of such Party unless the reason for Closing having not occurred is (i) such Party’s willful breach of the provisions of this Agreement, or (ii) if all of the conditions to such Party’s obligations set forth in Article VII have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 3.1, the failure of such Party to perform its obligations under this Article III on such date; provided , however , that the applicable provisions of Article X shall survive any such termination; and, provided further , however , that any termination pursuant to this Section 3.4 shall not relieve any Party hereto who was responsible for Closing having not occurred as described in clauses (i) or (ii) above of any liability for (x) such Party’s willful breach of the provisions of this Agreement, or (y) if all of the conditions to such Party’s obligations set forth in Article VII have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 3.1, the failure of such Party to perform its obligations under this Article III on such date.

The Chinese Parties do hereby jointly and severally represent and warrant to the Investor that:

4.1            Corporate Existence and Qualification .  The Company is a wholly owned Chinese domiciled enterprise duly organized, validly existing, and in good standing under the laws of the China. The Company has the corporate power to own, manage, lease, and hold its Properties and to carry on its business as and where such Properties are presently located and such business is presently conducted; and the Company is qualified to do business as a foreign corporation, or such equivalent concept under Chinese law, and in good standing in each jurisdiction in which the failure to be so qualified would have a Material Adverse Effect on the Company.

4.2            Authority, Approval, and Enforceability .  Each of this Agreement and all of the Exhibits has been duly executed and delivered by the Chinese Parties and each of the Chinese Parties have all requisite power and legal capacity to execute and deliver this Agreement and all Exhibits executed and delivered or to be executed and delivered in connection with the Transaction provided for hereby, to consummate the Transaction contemplated hereby and by the Exhibits, and to perform its obligations hereunder and under the Exhibits.  This Agreement and each Exhibit to which the Chinese Party is a Party constitutes, or upon execution and delivery will constitute, the legal, valid, and binding obligation of such Party, enforceable in accordance with its terms.

4.3            Capitalization and Corporate Records .

(a)           The Company’s current authorized capital consists solely of RMB 500,000 (approximately equivalent to USD 73,529).  An aggregate of only USD 73,529 or RMB 500,000 are issued and outstanding as set forth on Exhibit A for the time being, and the Equity being acquired by the Investor pursuant to this Agreement represents 26% of the total equity in the JV Company on a fully diluted basis after the completion of the capital increase contemplated hereunder.  Except for the previously stated Registered Capital, there is no other Registered Capital or securities of the Company authorized, issued, or outstanding.  All of issued and outstanding equity interests of the current Registered Capital are owned of record by the Chinese Equity Interest Holders as set forth on Exhibit A , free and clear of any and all Liens, and no equity interests of the current Registered Capital or other securities are held by the Company.  The Equity subject to this Agreement is duly authorized, validly issued, fully paid, and non-assessable and was not issued in violation of any: (i) preemptive or other rights of any Person to acquire Registered Capital or other securities of the Company, or (ii) any Legal Requirements of any Governmental Authority.  There are no outstanding subscriptions, options, convertible securities, rights (preemptive or otherwise), warrants, calls, or agreements relating to any Registered Capital or other securities of the Company.  Upon delivery to the Investor at the Closing of certificates representing the Equity, accompanied by evidence acceptable to the Investor demonstrating Investor’s ownership of the Equity on the books of the JV Company, good and valid title to the Equity will pass to the Investor, free and clear of all Liens.

(b)           The Company has provided the Investor with true, correct, and complete copies of the Company’s Articles of Association and all other governing documents and agreements, including, without limitation, any agreement among the Chinese Equity Interest Holders, which reflect all amendments made through the date of this Agreement.  Books evidencing the Company’s current Registered Capital and minute books made available to the Investor for review were true, correct, and complete in all material respects as of the date of such review, no further entries have been made through the date of this Agreement, and such books contain a materially accurate record of all Chinese Equity Interest Holders and corporate actions of the Chinese Equity Interest Holders and directors (and any committees thereof) of the Company taken by written consent or at a meeting since the organization of the Company.  All corporate actions taken by the Company have been duly authorized or ratified.  All accounts, books, ledgers, and official and other records of the Company fairly and accurately reflect in all material respects the Company’s transactions, properties, assets, and liabilities.

(c)           Except as otherwise set forth on Schedule 4.3(c) attached hereto, the Company does not own, directly or indirectly, any outstanding registered capital of, securities of or other interests in any other Person. The Company has no Subsidiaries.

4.4            No Defaults or Consents .  The execution and delivery of this Agreement and the Exhibits by each of the Chinese Parties and the performance by each of the Chinese Parties of its, his, or their obligations hereunder and thereunder will not violate any provision of Legal Requirement or any judgment, award, or decree or any indenture, agreement, or other instrument to which the Company and/or such Chinese Shareholder is a party, or by which the properties or assets of any of the Chinese Parties is bound or affected, or conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, any such indenture, agreement, or other instrument.

4.5            No Company Defaults .  Except as otherwise set forth on Schedule 4.5 attached hereto, neither the execution and delivery of this Agreement or any Exhibit nor the carrying out of any of the Transaction contemplated hereby will:

(i)           violate or conflict with any of the terms, conditions, or provisions of the Articles of Association and all other governing documents and agreements, including, without limitation, any agreement among the Company’s Chinese Equity Interest Holders;

(ii)           violate any Legal Requirements applicable to the Company or each Chinese Shareholder ;

(iii)           violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any Contract or Permit binding upon or applicable to the Company or the Chinese Equity Interest Holders ;

(iv)           result in the creation of any Lien on any Properties of the Company; or

(v)           require either the Company or the Chinese Equity Interest Holders to obtain or make any waiver, consent, action, approval, or authorization of, or registration, declaration, notice or filing with, any private non-governmental third party or any Governmental Authority.

(b)            No Proceedings .  No suit, action, or other proceeding is pending or, to the Knowledge of the Company, threatened before any Governmental Authority seeking to restrain the Company or the Chinese Equity Interest Holders or prohibit their entry into this Agreement or prohibit the Closing, or seeking Damages against the Company or its Properties as a result of the consummation of this Agreement.

4.6            Financial Statements .

(a)           (i) The Company has delivered to the Investor true, correct, and complete copies of the audited Financial Statements with respect to the Company and its business as of and for the year ended December 31, 2007 and (ii) unaudited interim Financial Statements with respect to the Company and its business as of and for the 9 months ended September 30, 2008.  The said Financial Statements are attached hereto as Schedule 4.6(a) .  All of such Financial Statements fairly present, and the Company’s books and records accurately reflect, as applicable, the financial condition, results of operations of the Company, and all the transactions that the Company has entered into, as applicable, for the dates or periods indicated thereon.  All of such Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated, except that the interim Financial Statements do not contain footnote disclosures and is subject to year end audit adjustments that will not, individually or in the aggregate, be material.

(b)           Except for (i) the liabilities to be reflected on the Company’s December 31, 2007 balance sheet included in the Financial Statements attached as Schedule 4.6(a ), (ii) trade payables and accrued expenses incurred since December 31, 2007 (the “ Balance Sheet Date ”) in the ordinary course of business, none of which are material, (iii) executory contract obligations set forth on Schedule 4.6(b) attached hereto, and (iv) the liabilities set forth on Schedule 4.6(b) attached hereto, the Company does not have any liabilities or obligations, including, without limitation, for capital commitments or deferred tax liability (whether accrued, absolute, contingent, known, unknown, or otherwise, and whether or not of a nature required to be reflected or reserved against in a balance sheet in accordance with GAAP).

(c)           Except as otherwise set forth on Schedule 4.6(c) attached hereto, the accounts receivable to be reflected on the December 31, 2007 balance sheet included in the Financial Statements referenced in Section 4.6(a) and all of the Company’s accounts receivable arising since the Balance Sheet Date arose from bona fide transactions in the ordinary course of business, and the goods and services involved have been sold, delivered, and performed to the account obligors, and no further filings (with Governmental Authorities, insurers or others) are required to be made, no further goods are required to be provided and no further services are required to be rendered in order to complete the sales and fully render the services and to entitle the Company to collect the accounts receivable in full.  Except as otherwise set forth on Schedule 4.6(c) attached hereto, no such account has been assigned or pledged to any other Person, and, except only to the extent fully reserved against as set forth in the December 31, 2007 balance sheet included in such Financial Statements, no defense or set-off to any such account has been asserted by the account obligor or, to Knowledge of the Company or to the knowledge of the Chinese Equity Interest Holders or any of them, exists.

(d)           Except as otherwise set forth on Schedule 4.6(d) attached hereto, the Company has not entered into any transactions with any Affiliate.

(e)           Except as provided under the provisions of the agreements described in Schedule 4.6(e) attached hereto, the Company has and will have as of the Closing Date legal and beneficial ownership of its Properties, free and clear of any and all Liens.

4.7            Absence of Certain Changes .

(a)           Except as otherwise set forth on Schedule 4.7(a) attached hereto, since the Balance Sheet Date, there has not been:

(i)           any event, circumstance, or change that had or can reasonably be expected to have a Material Adverse Effect;

(ii)           any damage, destruction, or loss (whether or not covered by insurance) that had or might have a Material Adverse Effect; or

(iii)           any material adverse change in the Company’s sales patterns, pricing policies, accounts receivable, or accounts payable.

(b)           Except as otherwise set forth on Schedule 4.7(b) attached hereto, since the Balance Sheet Date, the Company has not done any of the following:

(i)           merged into or with or consolidated with, any other corporation or acquired the business or assets of any Person;

(ii)           purchased any securities of any Person;

(iii)           created, incurred, assumed, guaranteed, or otherwise become liable or obligated with respect to any indebtedness, or made any loan or advance to, or any investment in, any Person, except in each case in the ordinary course of business;

(iv)           made any change in any existing election, or made any new election, with respect to any tax law in any jurisdiction which election could have an effect on the tax treatment of the Company or the Company’s business operations;

(v)           entered into, amended, or terminated any material Contract;

(vi)           sold, transferred, leased, mortgaged, encumbered, or otherwise disposed of, or agreed to sell, transfer, lease, mortgage, encumber, or otherwise dispose of, any Properties except in the ordinary course of business;

(vii)           settled any claim or litigation, or filed any motions, orders, briefs, or settlement agreements in any proceeding before any Governmental Authority or any arbitrator;

(viii)          incurred or approved, or entered into any agreement or commitment to make, any expenditures in excess of RMB 250,000 (other than those arising in the ordinary course of business);

(ix)           maintained its books of account other than in the usual, regular, and ordinary manner in accordance with GAAP and on a basis consistent with prior periods or made any change in any of its accounting methods or practices that would be required to be disclosed under GAAP;

(x)           adopted any benefit program or agreement, or granted any increase in the compensation payable or to become payable to directors, officers, or employees (including, without limitation, any such increase pursuant to any bonus, profit-sharing, or other plan or commitment), other than merit increases to non-officer employees in the ordinary course of business and consistent with past practice;

(xi)           suffered any extraordinary losses or waived any rights of material value;

(xii)           made any payment to any Affiliate or forgiven any Indebtedness due or owing from any Affiliate to the Company;

(xiii)          changed in any material respect the Company’s practices in connection with the payment of payables and/or the collection of receivables;

(xiv)          engaged in any one or more activities or transactions with an Affiliate or outside the ordinary course of business;

(xv)           declared, set aside, or paid any dividends, or made any distributions or other payments in respect of its Registered Capital or other securities, or repurchased, redeemed, or otherwise acquired any such Registered Capital or other securities;

(xvi)          amended its Articles of Association or other governing documents and agreements;

(xvii)         issued any Registered Capital or other securities, or granted, or entered into any agreement to grant, any options, convertible rights, other rights, warrants, calls, or agreements relating to its Registered Capital or other securities; or

(xviii)           committed to do any of the foregoing.

4.8            Compliance with Laws .  Except as otherwise set forth on Schedule 4.8 attached hereto, the Company is and has been in compliance in all respects with any and all Legal Requirements applicable to the Company, other than failures to so comply that would not have a Material Adverse Effect.  Except as otherwise set forth on Schedule 4.8 attached hereto, the Company (x) has not received or entered into any citations, complaints, consent orders, compliance schedules, or other similar enforcement orders or received any written notice from any Governmental Authority or any other written notice that would indicate that there is not currently compliance with all such Legal Requirements, except for failures to so comply that would not have a Material Adverse Effect, and (y) is not in default under, and, to the Knowledge of the Chinese Parties, no condition exists (whether covered by insurance or not) that with or without notice or lapse of time or both would constitute a default under, or breach or violation of, any Legal Requirement or Permit applicable to the Company.

4.9            Litigation .  To the knowledge of the Company, there are no pending or threatened claims, actions, suits, investigations, or proceedings against the Company.

4.10          Commitments .  All of the Company’s Contracts are valid, binding, and in full force and effect, and the Company has not been notified or advised by any party thereto of such party’s intention or desire to terminate or modify any such Contract in any respect.  Neither the Company nor, to the Knowledge of the Company, any other party is in breach of any of the terms or covenants of any Contract.  Following the Closing, the Company will continue to be entitled to all of the benefits currently held by the Company under each Contract with respect to which it is a party.

4.11          Arm’s-Length Negotiation .  The Company is not a party to or bound by any Contract the terms of which were arrived at by or otherwise reflect less-than-arm’s-length negotiations or bargaining.

4.12          Permits; Assets .

(a)           The Company has all Permits necessary for the Company to own, operate, use, and/or maintain its Properties and to conduct its business and operations as presently conducted and as expected to be conducted in the future.  All such Permits are in effect, no proceeding is pending or, to the Knowledge of the Company, threatened to modify, suspend or revoke, withdraw, terminate, or otherwise limit any such Permits, and no administrative or governmental actions have been taken or, to the Knowledge of the Company, threatened in connection with the expiration or renewal of such Permits which could reasonably be expected to adversely affect the ability of the Company to own, operate, use, or maintain any of its Properties or to conduct its business and operations as presently conducted and as expected to be conducted in the future.

(b)          The Company has all assets necessary for the Company to own, operate, use, and/or maintain its Properties and to conduct its business and operations as presently conducted and as expected to be conducted in the future.

4.13          Suppliers and Customers . The Company maintains good relations with all its suppliers and customers as well as with governments, partners, financing sources, and other parties with whom the failure to maintain good relations could have a Material Adverse Effect and no such party has canceled, terminated, or made any threat to the Company to cancel or otherwise terminate its relationship with the Company or to materially decrease its services or supplies to the Company or its direct or indirect purchase or usage of the products or services of the Company.

4.14          Absence of Certain Business Practices .  To the Knowledge of the Company, neither the Chinese Parties nor any other Affiliate or agent of the Company, or any other person acting on behalf of or associated with the Company, acting alone or together, has (a) received, directly or indirectly, any rebates, payments, commissions, promotional allowances or any other economic benefits, regardless of their nature or type, from any customer, supplier, employee, or agent of any customer or supplier; or (b) directly or indirectly given or agreed to give any money, gift, or similar benefit to any customer, supplier, employee or agent of any customer or supplier, any official or employee of any Governmental Authority (domestic or foreign), or any political party or candidate for office (domestic or foreign), or other person who was, is, or may be in a position to help or hinder the business of the Company (or assist the Company in connection with any actual or proposed transaction), in each case which (i) may subject the Company to any damage or penalty in any civil, criminal or governmental litigation or proceeding, (ii) if not given in the past, would have had an adverse effect on the assets, business, operations, or prospects of the Company, or (iii) if not continued in the future, may reasonably be expected to adversely affect the assets, business, operations, or prospects of the Company.

4.15          Products; Services .  There are no claims existing or, to the Knowledge of the Company, threatened under or pursuant to any warranty, whether express or implied, on Products or services sold by the Company other than warranty claims arising in the ordinary course of business, the effect of which is not reasonably likely to have a Material Adverse Effect.  There are no claims existing and, to the Knowledge of the Company, there is no basis for any claim against the Company for injury or damage to persons or property as a result of the sale, distribution or manufacture of any Product or performance of any service by the Company, including, but not limited to, claims arising out of the defective or unsafe nature of its Products or services.  The Company maintains insurance coverage for products liability claims against it in the amounts it deems adequate for its needs.

4.16          Transactions With Affiliates .  Except for normal advances to employees consistent with past practices, payment of compensation for employment to employees consistent with past practices, and participation in scheduled benefit programs and agreements by employees, the Company has not purchased, acquired, or leased any property or services from, or sold, transferred, or leased any Property or services to, or loaned or advanced any money to, or borrowed any money from, or entered into or been subject to any management, consulting, or similar agreement with, or engaged in any other significant transaction with any officer, director, or Chinese Equity Interest Holders of the Company or any of their respective Affiliates.  Neither any officer, director, or Chinese Equity Interest Holders of the Company nor any of their respective Affiliates is indebted to the Company for money borrowed or other loans or advances, and the Company is not indebted to any such Affiliate

4.17          Use of Proceeds .  The proceeds from the Subscription Price shall be allotted to Registered Capital and shall be used for general working capital.

4.18          Other Information .  The information furnished by each of the Chinese Parties, to the Investor pursuant to this Agreement (including, without limitation, information contained in the Exhibits hereto, the Schedules identified herein, the instruments referred to in such Exhibits or Schedules, as applicable, and the certificates and other documents to be executed or delivered pursuant hereto by any of the Chinese Parties at or prior to the Closing) is not, nor at the Closing will be, false or misleading in any material respect, or contains, or at the Closing will contain, any misstatement of material fact, or omits, or at the Closing will omit, to state any material fact required to be stated in order to make the statements therein not misleading. No investigation by or information provided to the Investor will vitiate the Investor’s reliance on any representation, warranty, or covenant of any of the Chinese Parties.

The Investor hereby represents and warrants to the Company and the Company that:

5.1            Corporate Existence and Qualification .  The Investor is a corporation duly organized, validly existing, and in good standing under the laws of Nevada.  The Investor has the power to own, manage, lease, and hold its properties and to carry on its business as and where such properties are presently located and such business is presently conducted.

5.2            Authority, Approval, and Enforceability .  This Agreement has been duly executed and delivered by the Investor and the Investor has all requisite power and legal capacity to execute and deliver this Agreement and all Exhibits executed and delivered or to be executed and delivered by the Investor in connection with the Transactions provided for hereby, to consummate the Transaction contemplated hereby and by the Exhibits, and to perform its obligations hereunder and under the Exhibits.  

5.3            No Default or Consents .  Neither the execution and delivery of this Agreement nor the carrying out of the transactions contemplated hereby will:

(i)           violate or conflict with any of the terms, conditions, or provisions of the Investor’s Certificate of Incorporation or Bylaws;

(ii)           violate any Legal Requirements applicable to the Investor;

(iii)           violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any Contract or Permit applicable to the Investor;

(iv)           result in the creation of any lien, charge, or other encumbrance on any property of the Investor; or

(v)           requires the Investor to obtain or make any waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third party or any Governmental Authority.

5.4            No Proceedings .  No suit, action or other proceeding is pending or, to the Investor’s knowledge, threatened before any Governmental Authority seeking to restrain the Investor or prohibit its entry into this Agreement or prohibit the Closing, or seeking Damages against the Investor or its properties as a result of the consummation of this Agreement.

6.1            The Investor’s Access to Information and Properties .  The Company shall permit the Investor and its authorized employees, agents, accountants, legal counsel, and other representatives to have access to the books, records, employees, counsel, accountants, engineers, and other representatives of the Company during normal working hours and without unreasonable interruption to the Company’s operations for the purpose of conducting an investigation of the Company’s financial condition, corporate status, operations, prospects, business, and Properties.  The Company shall make available to the Investor for examination and reproduction all documents and data of every kind and character relating to the Company in possession or control of, or subject to reasonable access by, any of the Chinese Equity Interest Holders, including, without limitation, all files, records, data, and information relating to the Properties (whether stored in paper, magnetic or other storage media) and all agreements, instruments, contracts, assignments, certificates, orders, and amendments thereto.  Also, the Company shall allow the Investor access to, and the right to inspect, the Properties, except to the extent that such Properties are operated by a third-party operator, in which case the Company shall use its best efforts to cause the operator of such Properties to allow the Investor access to, and the right to inspect, such Properties.

6.2            Company’s Conduct of Business and Operations .  The Company shall keep the Investor advised as to all material operations and proposed material operations relating to the Company.  The Company shall (a) conduct its business in the ordinary course, (b) keep available the services of present employees, (c) maintain and operate its Properties in a good and workmanlike manner, (d) pay or cause to be paid all costs and expenses (including but not limited to insurance premiums) incurred in connection therewith in a timely manner, (e) use reasonable efforts to keep all Contracts in full force and effect, (f) comply with all of the covenants contained in all such material Contracts, (g) maintain in force until the Closing Date insurance policies equivalent to those in effect on the date hereof, and (h) comply in all material respects with all applicable Legal Requirements.  Except as otherwise contemplated in this Agreement, the Company will use commercially reasonable efforts to preserve the present relationships of the Company with persons having significant business relations therewith.

6.3            General Restrictions .  Except as otherwise expressly permitted in this Agreement, between the date