INDEPENDENT DIRECTOR AGREEMENT
THIS INDEPENDENT DIRECTOR AGREEMENT is made effective as of January 6, 2010 (“
Agreement ”) by and between CHINA HGS REAL ESTATE INC. , a Florida corporation (“ Company ”),
and Yuankai Wen (“ Director ”).
WHEREAS , it is essential to the Company to attract and retain as directors the most capable persons
available to serve on the board of directors of the Company (the “ Board ”); and
WHEREAS , the Company believes that Director possesses the necessary qualifications and abilities to
serve as a director of the Company and to perform the functions and meet the Company’s needs related to its
NOW, THEREFORE , the parties agree as follows:
1. Service as Director and Chairperson of Audit Committee . Director will serve as a director of
the Company in accordance with the bylaws of the Company and perform all duties as a director of the
Company, including without limitation (1) attending meetings of the Board, (2) serving as the Chairperson of any
Committee of the Board (each a “ Committee ”) and attending meetings of each Committee of which Director is
a member and (3) act in a good manner not opposed to the best interests of the Company.
2. Compensation and Expenses .
(a) Director Compensation . The Company will pay to Director an annual compensation (the “
Compensation ”) of 100,000RMB cash plus annual stock options to purchase 10,000 shares of the Company’s
common stock, pursuant to a nonstatutory stock option agreement executed upon the date of grant in
substantially the form attached hereto as Exhibit A . The Board reserves the right to increase the Compensation
from time to time, but may not reduce the Compensation below the amounts stated above. If Director’s service
on the Board or any Committee ends prior to completion of one year, as measured from the effective date, and
each succeeding anniversary of the effective date, the Compensation for that year will be prorated on a per diem