488 9 907

R907, HITECH PLAZA, 488 South Wuning Rd, Jing An Dist, Shanghai
/TEL: (86-21) 5118 2323 /FAX: (86-21) 5118 2321

Appointment Agreement

20176
DLFFADAIZI(2016)NO:

TSI HOLDINGS
Party A:

Email:

Party B: DLF LAW FIRM
John.tsang@dlflawyer.com
Email: John.tsang@dlflawyer.com

In accordance with the provisions of The General Principles of Civil Law, PRC
Contract Law and other laws and regulations, the Parties agree to the
following conditions and terms:

The Matter
1.1 FIRST CROWN CORPORATION LIMITED

1.1.1
1.1.2

1.1.3
1.1.4
1.1.5

1.1. The following agreement is made with regards to the ongoing

equity transfer suit between FIRST CROWN CORPORATION

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 488 9 907
R907, HITECH PLAZA, 488 South Wuning Rd, Jing An Dist, Shanghai
/TEL: (86-21) 5118 2323 /FAX: (86-21) 5118 2321

LIMITED (Pei Yi Co., Ltd.), hereafter referred to as Partys A, and

Party B, who has been commissioned by Party A to perform a
number of services. These services are as follows:
1.1.1 to apply to the Shanghai International Economic and Trade
Arbitration Commission for arbitration;
1.1.2 to direct Suzhou Tokyo Fashion Co., Ltd branch to suspend
the real estate transfer of Suzhou Tokyo Fashion Co., Ltd and
examine and approve the procedure application.
1.1.3 to contact the property preservation intermediary institution
about providing security to Party A and other security-related
matters
1.1.4 to request the court with presiding jurisdiction over the
matter to arbitrate on the matter of property preservation
1.1.5 to bring the matter to a court of justice in the relevant
jurisdiction for enforcement of the arbitration decision if necessary

With regard to the dispute over the equity transfer between Party A
and FIRST CORPORATION LIMITED (CROWN), Party B entrusts
Party A to provide the following servicesThe first instance between
Party A and ;

1.1.1 apply to the Shanghai international economic and Trade

Arbitration Commission for arbitration;
1.1.2 to the jurisdiction of the Suzhou Tokyo Fashion Co., Ltd. of
the land management department to suspend the handling of
Suzhou Fashion Co., Ltd. Tokyo real estate transfer approval
procedures;
1.1.3 Contact property preservation intermediary structure about
providing security related matters
1.1.4 Applying for property preservation to a court having
jurisdiction
1.1.5 Apply to a court of competent jurisdiction for enforcement (if
necessary).
1.2 ,/
,

Party A has sole discretion in making decisions in relation to litigation

strategy / arbitration strategy, as well as any relevant facts of the disputes
as long as such decision is reasonable. Pursuant to the terms of this
Agreement, Party B shall follow the instructions of Party A unless such
instructions violates the law of the Peoples Republic of China.
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 488 9 907
R907, HITECH PLAZA, 488 South Wuning Rd, Jing An Dist, Shanghai
/TEL: (86-21) 5118 2323 /FAX: (86-21) 5118 2321

1.3

Party A will transfer the relevant file immediately upon execution of this
Agreement. If the case is still ongoing or is handled by another law firm,
Party A will transfer the relevant file to Party B as soon as practicable. Each
litigation has different stages in the legal proceedings. Party B will be
responsible for the Matter after receiving the relevant file.

Fees and Payment

2.1

Party Bs fees for all services under this Agreement shall be paid in two
installments, being:

414,000 1.1.1 1.1.3

276,000 1.1.4 138,000
1.1.5
138,000
, 3

The lawyer fee: RMB 414000 yuan (including 1.1.1 and 1.1.3 listed the
corresponding service at a cost of 276000 yuan., Tthe corresponding 1.1.4
service fee is 138000 yuan, hereinafter collectively referred to as "fixed
costs"). If Party B needs agents listed in 1.1.5 services, Party A shall pay to
Party B RMB 138000 (hereinafter referred to as the "executive fee", andwith
the fixed costs arebeing referred to calledas "lawyers"). Party A, within 3
days afterof the signing of this agreement, will be amake a one-time cost of
fixed wire transfer to the specified account for the implementation of Party B;
Party A shall entrust Party B in fees for compulsory execution within 3 days
from the date of the execution of a one-time fee transfer to the designated
account. Party B shall issue an invoice for the fixed fee invoice and execution
fee in when the case is concluded (if any).Fixed Fee: RMB to be paid
in one installment within 3 days upon the signing of this Agreement
by TT to the bank account designated by Party B and party B shall
provide invoice to Party A after the close of the case.

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 488 9 907
R907, HITECH PLAZA, 488 South Wuning Rd, Jing An Dist, Shanghai
/TEL: (86-21) 5118 2323 /FAX: (86-21) 5118 2321

6%
Accountable costs: Shanghai city transportation and, domestic China
mailing fees which are included in the fixed fee. However, Party B needs will
need to travel to the outside of the Suzhou Taicang City, Shanghai City area,
of which will incur travel expenses, accommodation expenses, mailing
information to foreign costs, as well as the need for identification, notary and
other costs incurred by Party A Bearfor Party B to bear. The fees can be paid
directly by Party A. Or the fees may be , can also be paid by Party B as paid
by, as Party B. Party B will, then Party B requests the corresponding amount
tot compensation of the amount from Party A in case..

Including the cost that have been of the paid, the first party is to assume
China's value-added tax (6%)Contingency Fee: Party B shall be paid %
of the actual compensation supported under a wining case as
Contingency Fee. Party B shall provide invoice to Party A after the
close of the case.

2.2
Party B shall bear all out-of-pocket expenses arising from the relevant work
under this appointment.

2.3 Payment

Payment of tThe lawyer fee and aAccountable costsFixed Fee:

The information on bank account of Party B DLF is as follows:

Bank: ICBC Branch Bank, NO.699 of Kangding Road, Jingan District,
Shanghai, China

Account Owner: DLF LAWYER

/Account No.1001 2113 0920 7928 556

3
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 488 9 907
R907, HITECH PLAZA, 488 South Wuning Rd, Jing An Dist, Shanghai
/TEL: (86-21) 5118 2323 /FAX: (86-21) 5118 2321

The payment of Fixed Fee shall be made within 3 business days upon
execution of this Agreement.

Payment of Contingency Fee:

The information on bank account of DLF is as follows:

Bank: ICBC Branch Bank, NO.699 of Kangding Road, Jingan District,
Shanghai, China

Account Owner: DLF LAWYER

/Account No.1001 2113 0920 7928 556

3
The Contingency Fee shall be paid within 3 business days upon Party As
receipt of compensation supported under a wining case.

Rights and Obligations of Party A

3.1
5
Party A may, at its own discretion, terminate this Agreement under the
circumstances that the Agreement is not practicable or any irreconcilable
disputes occur between Party A and Party B. If Party A decides to terminate
this Agreement, it may notify Party B within 5 business days upon the
occurrence of the relevant circumstances.

3.2
Party A shall use all reasonable efforts to provide Party B with the case files
as soon as practicable.

3.3 ,
.
Party A shall make all reasonable effort to provide Party B with requested
documentation or other supporting documents in order for Party B to
perform its duties under this Agreement;

3.4
Party A shall pay Party B in a timely manner as agreed under this Agreement;

Rights of Party B
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 488 9 907
R907, HITECH PLAZA, 488 South Wuning Rd, Jing An Dist, Shanghai
/TEL: (86-21) 5118 2323 /FAX: (86-21) 5118 2321

4.1 ,

Party B is entitled to perform the agreed upon work according to laws and
regulations as well as this Agreement without unreasonable interference
from Party A.

4.2
Party B has the right to be paid after he it has finisheds agreed upon work.

4.3 5
Party B may, at its own discretion, terminate this Agreement with 5 business
days in writing form under the following circumstances:

1
Party A has failed to provide supporting documentation upon reasonable
request where such documentation exists and is available to Party A;

The supporting documentation or other evidence provided by Party A is false

or inaccurate to the extent that it prevents Party B to lawfully perform its
duties under this Agreement;

3
There are irreconcilable disputes between the parties which have caused
because of Partys unreasonable interference.

Obligations and Responsibilities of Party B

5.1

During the performance of this Agreement, Party B shall maintain good

professional principle and shall be diligent and, responsible. Party B shall
perform his duties loyally and shall do his best to maintain and protect Party
As legal interests.

5.2 /

During the performance of this Agreement, Party B shall not execute any
action which may be disadvantageousd to Party A or harm Party As
reputation and/or interests.

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 488 9 907
R907, HITECH PLAZA, 488 South Wuning Rd, Jing An Dist, Shanghai
/TEL: (86-21) 5118 2323 /FAX: (86-21) 5118 2321

5.3

Party B shall finish the agreed upon work independently, according to

relevant laws and regulations. Party B shall not appoint any other third party
in relation to this Matter without Party As prior written consent. Party A
shall not unreasonably hold this consent, or delay in providing it.

5.4
Party B will appoint Mr. John Tsang (Zeng Zhi Hong) and Mrs. Miao Xiao Yan
to be the attorney in relation to this Matter.

5.5
,

The authority of the attorney designed by party B shall be subject to the

scope of Power of Attorney. Party A may confirm any of the attorneys action
that exceeds the scope of the Power of Attorney through providing a prior
written consent or a written confirmation afterward. Otherwise, Party B shall
bear the consequences of the disadvantageousd result and make
compensation to Party A if Party A suffers damages due to Party Bs action.

5.6

The attorney appointed by Party B shall perform this Agreement according to

Party As requirements. Party B or Party Bs attorney shall report the status
of the arbitrationlitigation to Party A upon request by party A.

5.7 ,,
,
All settlement of reconciliatory negotiations, whether in oral or in written,
must be reported to Party A in writing forthwith and return a receipt of party
A. No case may be settled without the written consent of Party A.

5.8

In respect of enforcement of the case, Party B and Party Bs staff cannot

accept goods, money from the person against whom a judgment or order is
being executed unless with Party As written authorization.

5.9 5
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 488 9 907
R907, HITECH PLAZA, 488 South Wuning Rd, Jing An Dist, Shanghai
/TEL: (86-21) 5118 2323 /FAX: (86-21) 5118 2321

Party B and Party Bs staff shall, within 5 days, submit all goods, relevant
interests and other properties relating to the case being accepted from the
counter-party on behalf of Party A to Party A.

5.10
Party B shall not accept appointment from the counter-party under the same
case.

5.11

In case that the attorney appointed by Party B cannot perform the appointed
work, Party B or the attorney appointed shall notify Party A immediately.
Party B can appoint other attorneys with similar experience to perform the
appointed work in lieu of the same upon the consent of Party A.

Confidentiality and use of materials

Party B must keep as confidential any of Party As information, materials, and

entrusted cases that he may know (or obtain) through performing this
Agreement. Unless to meet the needs of performing this Agreement, Party B
is not allowed to use the said information and materials for any other
purposes; Party B is not allowed to disclose and reveal them to, or to permit
the use of them by any third party which has no connection to the
performance of this Contract; not allowed to use them to harm Party As
rights and interest.

Termination
7.1 ,,
During the term of this Agreement, Party A is entitled to terminate this
Agreement without any liability with justifiable reasons.

7.2

7.3 While Party A is executing his right of termination, if the case is in the
enforcement stage and there are is plenty of evidences to indicate that the
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 488 9 907
R907, HITECH PLAZA, 488 South Wuning Rd, Jing An Dist, Shanghai
/TEL: (86-21) 5118 2323 /FAX: (86-21) 5118 2321

judgment or the arbitration award of the case will be successfully enforced,

Party A cannot terminate this case without Party Bs written consent.

Liabilities of Breach
8.1

During the term of this Agreement, any Party who does not comply with this
Agreement shall bear breaching liabilities and shall compensate the non-
breaching Party for any losses caused.

8.2 /

In case Party A suffers economic and/or reputation losses (including direct

losses and indirect losses), Party B shall be liable for the compensation.

Disputes Resolution

Any dispute arising from or in connection with this Contract shall be

submitted to Shanghai Arbitration Commission for arbitration which shall be
conducted in accordance with the Commissions arbitration rules. The
arbitral award is final and binding upon both parties.

Miscellaneous
10.1

In case of any specific case, Party A will issue a Power of Attorney to Party B
in addition. The Power of Attorney forms part of this Agreement and has
equal legal effect.

10.2
1
This Agreement will come into effect upon signing by both parties
authorized representatives. The term of this Agreement is until the close of
the last entrusted matterscase specified under Clause 1.1(1).

10.3

This Agreement is executed in duplicate. Party A and Party B will each hold
one copy. Any uncovered matters will be agreed by the parties through
further negotiation.
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 488 9 907
R907, HITECH PLAZA, 488 South Wuning Rd, Jing An Dist, Shanghai
/TEL: (86-21) 5118 2323 /FAX: (86-21) 5118 2321

10.4

This Agreement is made in Chinese and English. Both versions have equal
legal effect. In case of any inconsistency, the Chinese version will prevail.

Sign and Seal by Party A_________ Sign and Seal by Party B:___________

Date: Date:

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