Brand: SoulFeed Diary

This policy applies exclusively to distributors, retailers, wholesalers, importers, regional partners, agents, and OEM/ODM partners operating outside Mainland China.

For distribution, retail, agency, or other commercial cooperation within Mainland China, please contact the designated SoulFeed Diary sales manager.

Domestic cooperation within Mainland China is subject to separate policies, pricing systems, distribution arrangements, and commercial terms.

SoulFeed Diary currently provides three cooperation models for overseas partners:

The partner purchases and sells SoulFeed Diary products using the original product formulation and original packaging without modification.

This model is generally suitable for:

• First-time cooperation and market testing;
• Retail stores;
• Wholesalers and distributors;
• Regional market partners;
• Partners seeking to enter the market quickly.

The product formulation remains unchanged, while the packaging may be translated or adapted into the local language of the target market, such as English, Thai, Malay, or other applicable languages.

Unless otherwise agreed in writing:

MOQ: 1,000 units per SKU.

SoulFeed Diary and/or its manufacturing partners may provide agreed product formulation, raw materials, manufacturing, packaging, and related development support.

The partner may develop its own packaging and brand design.

Specific formulation, packaging, production, intellectual property, development, and other arrangements shall be separately confirmed by both parties before production.

Unless otherwise agreed in writing:

MOQ: 1,000 units per SKU.

For the purpose of MOQ calculation, one SKU generally means one combination of:

specific product formulation + specific package size + specific packaging design.

Different formulations, package sizes, or packaging designs shall generally be treated as separate SKUs.

MOQ across different SKUs may not be combined unless otherwise agreed in writing.

For Model A Original Packaging cooperation, SoulFeed Diary maintains two principal overseas commercial price levels.

There is no minimum purchase value required to qualify for the applicable Retailer Price.

Overseas retail stores and other eligible commercial partners may place orders of any purchase value at the applicable Retailer Price, subject to product availability and the final quotation confirmed by SoulFeed Diary.

First-time overseas retail, wholesale, and distribution partners are also entitled to the Initial Market Protection described in Section 3, subject to the terms and conditions set out therein.

No minimum purchase value is required for the standard Initial Market Protection Period.

An individual purchase order with a total product value of:

RMB 30,000 or more

shall be eligible for the applicable Distributor Price.

The RMB 30,000 threshold applies to the total product value of each individual purchase order.

Separate purchase orders may not be accumulated or retrospectively combined for the purpose of qualifying for Distributor Price unless otherwise agreed in writing by SoulFeed Diary.

Meeting the Distributor Price threshold only determines the applicable pricing level.

It does not automatically grant the purchaser any permanent regional distribution right, territorial exclusivity, exclusive agency right, or national exclusivity.

The applicable Retailer Price and Distributor Price shall be based on the latest quotation issued or confirmed by SoulFeed Diary.

Prices may vary according to product, SKU, quantity, production cost, raw material cost, exchange rate, packaging requirements, market conditions, and other commercial factors.

SoulFeed Diary provides an Initial Market Protection Period to overseas retail, wholesale, and distribution partners making their first purchase of SoulFeed Diary products.

No minimum purchase value is required to receive the standard Initial Market Protection Period.

The purpose of this policy is to provide new partners with reasonable time to complete international transportation, local preparation, product listing, initial marketing, and market introduction without immediate additional wholesale competition from newly supplied SoulFeed Diary partners within the same Protected Region.

Unless otherwise agreed in writing, the Initial Market Protection Period shall apply to the first-level administrative subdivision in which the partner's agreed principal distribution location is situated.

For purposes of this policy, a “Protected Region” means a province, state, region, or equivalent first-level administrative subdivision of the applicable country.

The applicable Protected Region shall be confirmed by SoulFeed Diary before shipment and may be identified in the quotation, purchase order, cooperation confirmation, invoice, or other written communication between the parties.

Initial Market Protection does not constitute national exclusivity or permanent regional exclusivity.

The initial pre-launch protection period shall begin when the first order is dispatched by SoulFeed Diary and shall continue until the products are officially launched for sale in the Protected Region, subject to a maximum period of:

30 calendar days from the date of dispatch.

This period is intended to provide reasonable time for international transportation, customs clearance, local logistics, preparation, and product listing.

Following the official commercial launch of the products in the Protected Region, the partner shall receive an additional:

30 calendar days of market protection.

If the products have not been officially launched within 30 calendar days following dispatch, the post-launch protection period shall automatically commence upon expiration of the initial 30-day period unless otherwise agreed in writing.

Accordingly, the maximum standard Initial Market Protection Period shall not normally exceed 60 calendar days from the date of dispatch.

During the applicable Initial Market Protection Period, SoulFeed Diary will generally refrain from supplying SoulFeed Diary branded products to a new distributor, wholesaler, or retailer within the same Protected Region.

Unless otherwise agreed in writing, the protection applies to wholesale and distribution supply arrangements within the Protected Region and does not constitute a transfer of ownership, intellectual property, permanent territorial rights, or national agency rights.

Initial Market Protection does not restrict SoulFeed Diary from conducting:

• Brand advertising;
• Digital advertising;
• Social media promotion;
• Website promotion;
• Consumer education;
• Market research;
• Trade promotion;
• Lead generation;
• Other general brand or marketing activities

within the Protected Region.

The display or delivery of advertisements within the Protected Region shall not, by itself, constitute a breach of the Initial Market Protection arrangement.

SoulFeed Diary may continue to receive and communicate with potential customers or business partners during the Initial Market Protection Period.

Unless otherwise agreed in writing, Initial Market Protection does not require SoulFeed Diary to transfer such inquiries or commercial leads to the protected partner.

Following expiration of the Initial Market Protection Period, partners demonstrating continued purchasing activity, active local sales, and meaningful market development may discuss continued regional protection with SoulFeed Diary.

SoulFeed Diary may consider factors including:

• Continued purchasing activity;
• Local sales performance;
• Retail and distribution development;
• Marketing activity;
• Brand development;
• Payment and cooperation history;
• Market potential;
• Overall commercial performance.

Any extended regional protection, including its territory, duration, purchase expectations, performance requirements, and other applicable conditions, shall be separately confirmed in writing.

Continued regional protection is not automatically granted solely as a result of the Initial Market Protection Period.

SoulFeed Diary may grant a qualified overseas partner exclusive distribution rights for an entire country.

National Exclusive Distribution is a separate commercial status from Retailer Price eligibility, Distributor Price eligibility, Initial Market Protection, and Continued Regional Cooperation.

The standard base minimum purchase requirement for consideration for National Exclusive Distribution is:

RMB 200,000 in product purchases per calendar month.

The partner shall continuously meet the applicable monthly purchase requirement during each full calendar month in order to maintain National Exclusive Distribution status.

RMB 200,000 per calendar month represents the base reference threshold for National Exclusive Distribution.

Because market size, population, distribution potential, channel structure, logistics, historical sales performance, and other commercial conditions vary significantly between countries, SoulFeed Diary may establish a higher monthly purchase requirement for a particular country.

The applicable country-specific monthly purchase requirement shall be confirmed in writing before the relevant National Exclusive Distribution arrangement becomes effective.

SoulFeed Diary may subsequently review and reasonably adjust the applicable monthly purchase requirement according to actual market conditions and commercial performance.

Any material adjustment shall normally be communicated to the National Exclusive Distributor with reasonable prior written notice and shall apply prospectively unless otherwise agreed by both parties.

Meeting or exceeding the applicable monthly purchase threshold does not automatically create or grant National Exclusive Distribution rights.

National Exclusive Distribution rights shall become effective only after:

1. Written confirmation by SoulFeed Diary; and/or
2. Execution of a separate Exclusive Distribution Agreement between SoulFeed Diary and the partner.

SoulFeed Diary may consider the partner's purchase volume, distribution capabilities, sales channels, market development capacity, regulatory compliance capability, payment history, brand development plan, and overall cooperation performance before granting national exclusivity.

Unless otherwise specified in the applicable Exclusive Distribution Agreement, the territory of a National Exclusive Distributor shall be the country expressly identified in that agreement.

During the effective term of national exclusivity, SoulFeed Diary shall not normally appoint another distributor for the same covered products within the Exclusive Territory or directly supply such covered products to other distributors, wholesalers, or retailers within that territory, except as otherwise agreed in writing.

Local wholesale distribution, retail channel development, and resale within the Exclusive Territory shall generally be managed through the National Exclusive Distributor.

The specific covered products, brands, channels, customer categories, and other scope of exclusivity may be further defined in the applicable Exclusive Distribution Agreement.

Granting National Exclusive Distribution rights does not transfer ownership of the SoulFeed Diary brand, trademarks, intellectual property, advertising accounts, websites, social media accounts, or other brand assets to the National Exclusive Distributor.

SoulFeed Diary retains the right to conduct brand advertising, digital marketing, social media activities, public relations, market research, consumer education, and other brand-building activities within the Exclusive Territory.

SoulFeed Diary may continue to receive inquiries from potential customers and business partners located within the Exclusive Territory.

During the effective term of national exclusivity, qualified wholesale, distribution, and retail-channel inquiries originating from the Exclusive Territory shall generally be referred to the National Exclusive Distributor for local commercial follow-up, unless otherwise agreed in writing.

Unless otherwise agreed in writing, the applicable monthly purchase requirement shall begin from the first full calendar month following the effective date of the National Exclusive Distribution arrangement.

Purchase value shall be calculated according to the product value recognized by SoulFeed Diary under confirmed purchase orders, excluding international freight, taxes, customs duties, insurance, banking fees, and other non-product charges unless otherwise agreed in writing.

If the National Exclusive Distributor fails to meet the applicable minimum monthly purchase requirement for one calendar month, SoulFeed Diary may review the distributor's performance and request a corrective or market development plan.

If the National Exclusive Distributor fails to meet the applicable minimum monthly purchase requirement for two consecutive calendar months, SoulFeed Diary may, subject to the applicable Exclusive Distribution Agreement:

• Review the exclusivity arrangement;
• Suspend all or part of the exclusive distribution rights;
• Adjust the applicable territory or scope of exclusivity; or
• Terminate the exclusive distribution status.

A temporary failure to meet the monthly target shall not automatically terminate exclusivity unless otherwise expressly provided in the applicable Exclusive Distribution Agreement.

SoulFeed Diary may take into account reasonable circumstances including inventory cycles, logistics disruptions, regulatory delays, market conditions, and the partner's overall performance when conducting such review.

For products available in stock, shipment can generally be arranged promptly, subject to inventory availability.

The overall delivery timeline mainly depends on:

• Product inventory and production schedule;
• International transportation time;
• Import permits and regulatory procedures in the destination country;
• Customs clearance time.

Certain countries may require pet food registration, quarantine procedures, import permits, or other approvals before importation.

Compared with Model A, approximately 1–2 additional months may be required for packaging design, artwork approval, printing preparation, and/or new packaging mold development.

The actual lead time shall be based on the final product specification, packaging approval, and production schedule.

Before placing an order, the partner/importer shall independently confirm all applicable requirements in its destination country or region, including:

• Import permits;
• Product registration;
• Quarantine requirements;
• Labeling requirements;
• Ingredient and regulatory requirements;
• Customs documentation;
• Other applicable local regulatory requirements.

In principle, import permits, product registration, customs clearance, and local regulatory compliance in the destination country shall be the responsibility of the importer/distributor.

SoulFeed Diary will provide necessary product and export-related documents as agreed by both parties.

Any delay, detention, return shipment, or additional cost arising from destination-country regulations, import permits, or customs requirements shall generally be borne by the importer/distributor unless otherwise agreed in writing.

SoulFeed Diary can assist with domestic transportation within China.

Subject to mutual confirmation, SoulFeed Diary may arrange domestic transportation of the goods to designated ports or logistics hubs in China, such as Yiwu or Guangzhou, at no additional charge.

International transportation shall generally be arranged by the partner.

The partner may independently choose:

• Sea freight;
• Air freight;
• International express;
• Other international transportation methods.

Unless otherwise agreed in writing, international freight, cargo insurance, destination port charges, import duties, taxes, customs clearance fees, inspection fees, and other destination-country expenses shall be borne by the partner.

Unless otherwise agreed, product prices and payments shall be denominated in Chinese Yuan (CNY/RMB).

Standard payment terms:

80% deposit + 20% balance

For first-time customers, the remaining balance shall generally be paid before shipment.

For long-term partners with a satisfactory payment history, alternative payment arrangements may be negotiated separately and confirmed in writing.

Bank charges, intermediary bank fees, and currency conversion charges arising from international payments shall generally be borne by the payer.

The net amount actually received by SoulFeed Diary shall correspond to the agreed payment amount.

OEM / ODM cooperation may involve packaging design, printing, artwork preparation, mold development, formulation development, and other customization work.

Any additional costs arising from such customization shall be quoted separately based on actual costs.

Potential additional costs may include:

• Packaging design fees;
• Printing and plate-making fees;
• Packaging mold fees;
• Special packaging material costs;
• Custom development fees;
• Other mutually agreed costs.

Before mass production, the partner shall provide final approval of the packaging design, product specifications, and production files.

The remaining shelf life at the time of shipment shall be based on the applicable purchase order and actual production date.

The parties may separately agree on a minimum remaining shelf-life requirement for particular products.

SoulFeed Diary shall manufacture and deliver products according to the specifications and purchase orders confirmed by both parties.

Any damage occurring during transportation shall be handled according to the agreed delivery terms and allocation of transportation risk.

If the partner identifies any quantity, packaging, or quality issue, the partner shall promptly notify SoulFeed Diary and provide relevant batch information, photographs, videos, and other reasonably necessary evidence.

Specific claim periods and procedures may be separately agreed in the purchase order or cooperation agreement.

Unless otherwise stated in the quotation, SoulFeed Diary product quotations are generally valid for 30 days.

As raw material costs, packaging costs, exchange rates, production costs, logistics conditions, and other commercial factors may change, final prices, purchase requirements, and lead times shall be subject to the final quotation and purchase order confirmed by both parties.

For the avoidance of doubt, Initial Market Protection, Continued Regional Cooperation, and National Exclusive Distribution are separate arrangements.

• Is intended primarily for first-time overseas commercial partners;
• Requires no standard minimum purchase value;
• Is temporary;
• Generally applies to the applicable first-level administrative subdivision;
• Does not create permanent regional rights;
• Does not create national exclusivity.

• May be discussed following the Initial Market Protection Period;
• May be based on continued purchasing and active local market development;
• May provide continued protection within an agreed region;
• Requires separate written confirmation;
• Does not automatically create national exclusivity.

• Applies at the country level;
• Requires separate written confirmation and/or an Exclusive Distribution Agreement;
• Is subject to continuing monthly purchase requirements;
• May include additional market-development obligations, sales targets, channel requirements, and other conditions specified in the applicable agreement.

Expiry of an Initial Market Protection Period does not prevent the partner from subsequently discussing Continued Regional Cooperation or applying for National Exclusive Distribution.

This document sets out the general overseas cooperation policy and commercial framework of SoulFeed Diary and is intended to help overseas partners understand the basic cooperation structure.

Specific product prices, SKUs, quantities, packaging, Protected Regions, purchase targets, Exclusive Territories, exclusivity periods, covered products, sales channels, lead times, payment terms, delivery terms, and other commercial conditions shall be subject to the applicable quotation, purchase order, sales contract, Exclusive Distribution Agreement, or other formal written agreement confirmed by both parties.

For National Exclusive Distribution in particular, the applicable country, monthly purchase requirement, exclusivity period, covered products, distribution channels, performance requirements, renewal conditions, suspension conditions, and termination conditions should be separately confirmed in a formal Exclusive Distribution Agreement.

In the event of any inconsistency between this policy and a formally executed agreement between the parties, the formally executed agreement shall prevail.

Nothing in this policy shall be interpreted as automatically granting any distributor, retailer, wholesaler, importer, or other partner exclusive rights unless such rights have been expressly confirmed in writing by SoulFeed Diary.