OPTION AGREEMENT
This
OPTION AGREEMENT (the “Agreement”)
is made as of December 1st, 2010
(the “Effective
Date”), between and among (i) Xxx Xxx Xxxx, an individual citizen of Hong
Kong (the “Grantor”);
and (ii) each of the signatories to this Agreement indicated as an “Optionee” on
the signature page hereof, each an individual citizen of the People’s Republic
of China (collectively, the “Optionees”)
(each of the foregoing, a “Party” and
together, the “Parties”)
relating to shares of a shell company (the “Shell
Company”). Capitalized terms not otherwise defined have the meanings
assigned to them in Exhibit A to this
Agreement.
RECITALS
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A.
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The
Shell Company, Ailibao International Investment Limited (“Ailibao
International”, a BVI company) and the shareholders of Ailibao
International will be each parties to a Share Exchange Agreement in
[December], 2010 (the “Exchange
Agreement”), pursuant to which the Option Grantor and other
shareholders of Ailibao International will exchange all of their interests
in Ailibao International for Common Stocks of the Shell
Company.
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B.
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The
Grantor desires to grant an option to the Optionees to purchase from
Grantor all the shares of the Shell Company to be held by her (the “Option
Shares”), in the proportions set forth on Exhibit C to this
Agreement. The portion of the Option Shares to which each Optionee is
entitled is referred to as that Optionee’s “Proportionate
Share.”
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AGREEMENT
NOW,
THEREFORE, in consideration of the mutual promises and covenants contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which is acknowledged by the Parties, the Parties agree as
follows:
ARTICLE
I
OPTION
RIGHT
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1.1
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Option
Right. Grantor hereby grants to each Optionee the
right and option (the “Option
Right”), during the Option Period (as defined below), to purchase
such Optionee’s Proportionate Share of the Option Shares, and upon the
exercise of such Option Right the Grantor will sell, convey and transfer
such shares to each such Optionee in accordance with the provisions of
this Agreement. E
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1.2
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Vesting Schedule.
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A. 30% of the Option Shares
are vested on the condition that the net income of the Shell Company at 1Q of
2011 reaches
USD1,000,000;
B. 30% of the
Option Shares are vested on the condition that the net income of the Shell
Company at 2Q of 2011 reaches USD2,000,000;
1
C. The remaining 40% of the
Option Shares are vested on on the
condition that the net income of the Shell Company at 3Q of 2011 reaches
USD3,000,000.
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1.3
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Option
Period. The Option Right will be effective during the
period (the “Option
Period”)
commencing on the date which is one (1) month after the date on which a
resale registration statement for the Shell Company’s shares issued to the
investors in an equity financing conducted concurrently with the Exchange
Transaction is declared effective by the United States Securities and
Exchange Commission (the “Registration
Statement Effective Date”), but before the one anniversary of the
Registration Statement Effective Date (such date or the earlier expiration
of the Option Right is referred to herein as the “Expiration
Date”).
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1.4
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Exercise
Process. In order to exercise its Option Right
during the Option Period, an Optionee must deliver to the Grantor a
written notice of such exercise substantially in the form attached hereto
as Exhibit
B (the “Exercise
Notice”) to the address or facsimile number set forth therein.
Provided the Exercise Notice is delivered in accordance with this Section 3.2 to
the Grantor on or prior to 6:30 p.m. (New York time) on a Business Day,
the date of exercise (the “Exercise
Date”) of the Option Right will be the date of such delivery of
such Exercise Notice. In the event the Exercise Notice is delivered after
6:30 p.m. (Hong Kong time) on any day or on a date which is not a Business
Day, the Exercise Date will be deemed to be the first Business Day after
the date of such delivery of such Exercise Notice. The delivery of an
Exercise Notice in accordance herewith will constitute a binding
obligation (a) on the part of the exercising Optionee to purchase and (b)
on the part of the Grantor to sell, the Option Shares which are the
subject of such Exercise Notice in accordance with the terms of this
Agreement.
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1.5
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Option
Price.
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(a)
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With
respect to any exercise of the Option Right, the per-share price (“Option
Price”) will be equal to 0.000 Xxxxxx Xxxxxx Dollars (US$ 0.001).
The aggregate Option Price for all of the Option Shares will be equal to
Ten Thousand United States Dollars
(US$10,000).
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(b)
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The
payment of any Option Price will be in accordance with written
instructions delivered by the Grantor to the exercising Optionee within
five (5) days of delivery of the Exercise
Notice.
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1.6
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Delivery of
the Shares. Upon the receipt of an Exercise Notice
and the payment of the Option Price, the Grantor will deliver, or take all
steps necessary to cause to be delivered, the Option Shares being
purchased pursuant to such Exercise
Notice.
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ARTICLE
II
ENCUMBRANCES;
TRANSFERS, SET-OFF; ESCROW
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2.1
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Encumbrances. Upon
exercise of the Option Right, the Option Shares being purchased will be
sold, transferred and delivered to the exercising Optionee free and clear
of any claim, pledge, charge, lien, preemptive rights, restrictions on
transfers (except as required by securities laws of the United States),
proxies, voting agreements and/or any other
Encumbrance.
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2.2
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Lock-up;
Transfers. Prior to the Expiration Date, the
Grantor will not transfer to any other Person and will continue to own,
free and clear of any Encumbrance, the Option
Shares.
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2
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2.3
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Legend. The
Grantor will cause a notification to be made in the share register of the
Shell Company, and on any certificates evidencing the Option Shares,
language in substantially the form as
follows:
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“THE
SHARES REGISTERED IN THE NAME OF [____________] OR REPRESENTED BY THIS
CERTIFICATE, AS THE CASE MAY BE, ARE SUBJECT TO AN OPTION RIGHT WHICH PROHIBITS
THEIR TRANSFER TO ANY PERSON OTHER THAN THE HOLDER OF THAT RIGHT PRIOR TO THE
EXERCISE OF THE RIGHT OR ITS EXPIRATION. ANY PERSON ACCEPTING ANY INTEREST IN
THE SHARES WILL BE DEEMED TO AGREE TO AND WILL BECOME BOUND BY ALL THE
PROVISIONS OF THE OPTION AGREEMENT IN WHICH THAT OPTION RIGHT IS SET FORTH, AND
THE SHARES WILL REMAIN SUBJECT TO THE OPTION RIGHT AS PROVIDED THEREIN. A COPY
OF THE OPTION AGREEMENT WILL BE FURNISHED TO THE RECORD HOLDER OF THIS
CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL
PLACE OF BUSINESS.”
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2.4
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Set-off. Each
Optionee will be absolutely entitled to receive all the Option Shares to
which it is entitled pursuant to the exercise of an Option Right, and for
the purposes of this Agreement, the Grantor hereby waives, as against each
exercising Optionee, all rights of set-off or counterclaim that would or
might otherwise be available to the
Grantor.
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ARTICLE
III
REPRESENTATIONS
AND WARRANTIES
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3.1
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Representations
and Warranties of the Grantor. The Grantor
represents and warrants to each Optionee,
that:
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(a)
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Due
Authorization. This Agreement, and all agreements and
documents executed and delivered pursuant to this Agreement, constitute
valid and binding obligations of the Grantor, enforceable against the
Grantor in accordance with their terms, subject to applicable Bankruptcy
Laws and other laws or equitable principles of general application
affecting the rights of creditors
generally.
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(b)
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No
Conflicts. Neither the execution or delivery of
this Agreement by the Grantor nor the fulfillment or compliance by the
Grantor with or of any of the terms hereof will, with or without the
giving of notice and/or the passage of time, (i) conflict with, or result
in a breach of the terms, conditions or provisions of, or constitute a
default under, any contract or any judgment, decree or order to which the
Grantor is subject or by which the Grantor is bound, or (ii) require any
consent, license, permit, authorization, approval or other action by any
Person or Governmental Body which has not yet been obtained or received.
The execution, delivery and performance of this Agreement by the Grantor
or compliance with the provisions hereof by the Grantor does not, and will
not, violate any provision of any Law to which the Grantor is subject or
by which it is bound.
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(c)
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No
Actions. There are no lawsuits, actions or, to the
best knowledge of the Grantor, investigations, claims or demands or other
proceedings pending or, to the best knowledge of the Grantor, threatened
against the Grantor that, if resolved in a manner adverse to the Grantor,
would adversely affect the right or ability of the Grantor to carry out
its obligations set forth in this
Agreement.
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(d)
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Title. The
Grantor owns the Option Shares free and clear of any Encumbrance
whatsoever, except as contemplated by this Agreement. The Grantor has not
entered into nor is a party to any agreement that would cause the Grantor
to not own the Option Shares free and clear of any Encumbrance, except as
contemplated by this Agreement.
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3
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3.2
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Representations
and Warranties of the Optionees. Each Optionee
represents and warrants to the Grantor, as to such Optionee and not as to
any other
Optionee, that:
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(a)
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Due
Authorization. This Agreement, and all agreements and
documents executed and delivered pursuant to this Agreement, constitute
valid and binding obligations of the Optionee, enforceable against the
Optionee in accordance with their terms, subject to applicable Bankruptcy
Laws and other laws or equitable principles of general application
affecting the rights of creditors
generally.
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(b)
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No
Conflicts. Neither the execution or delivery of this
Agreement by the Optionee nor the fulfillment or compliance by the
Optionee with or of any of the terms hereof will, with or without the
giving of notice and/or the passage of time, (i) conflict with, or result
in a breach of the terms, conditions or provisions of, or constitute a
default under, any contract or any judgment, decree or order to which the
Optionee is subject or by which the Optionee is bound, or (ii) require any
consent, license, permit, authorization, approval or other action by any
Person or Governmental Body which has not yet been obtained or received.
The execution, delivery and performance of this Agreement by the Optionee
or compliance with the provisions hereof by the Optionee does not, and
will not, violate any provision of any Law to which the Optionee is
subject or by which it is bound.
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(c)
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No
Actions. There are no lawsuits, actions or, to the best
knowledge of the Optionee, investigations, claims or demands or other
proceedings pending or, to the best knowledge of the Optionee, threatened
against the Optionee that, if resolved in a manner adverse to the
Optionee, would adversely affect the right or ability of the Optionee to
carry out its obligations set forth in this
Agreement.
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ARTICLE
IV
NEGATIVE
COVENANTS
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4.1
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Covenants
of the Grantor. The Grantor agrees that, prior to the
termination of this Agreement, it will not transfer, sell, or assign
to any other Person, or otherwise dispose of, pledge, encumber, or suffer
any Encumbrance upon, any shares of capital stock of the Shell Company
which Grantor owns, including the Option Shares. The Grantor further
agrees that, prior to the termination of this Agreement, it will not,
without the prior written approval of the Optionee, vote (in person, by
proxy or by action by written consent, as applicable) any of the Option
Shares in favor of, or to adopt or approve any of the following actions
with regard to the Shell Company or any direct or indirect subsidiary of
the Shell Company (referred to individually and collectively as the “Company”):
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(a)
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Any
increase of the number of authorized shares of capital stock of the
Company;
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(b)
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Any
transfer, sale, assignment, or other disposition of, or pledge or
encumbrance of, any of the Company’s material assets (including, without
limitation, any shares of any subsidiary or non-majority owned affiliated
companies);
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(c)
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Any
Change of Control with regard to the Company. “Change of
Control” means the first to occur of any of the following
events:
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4
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(i)
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An
acquisition by any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the United States Securities Exchange Act
of 1934 (the “Exchange
Act”)) (a “Person”)
of beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of twenty percent (20%) or more of either (A) the
then outstanding shares of the common or ordinary stock of the Company
(the “Outstanding
Common Stock”) or (B) the combined voting power of the then
outstanding voting securities of the Company entitled to vote generally in
the election of directors (the “Outstanding
Voting Securities”); excluding, however, the following: (1) any
acquisition directly from the Company, other than an acquisition by virtue
of the exercise of a conversion privilege unless the security being so
converted was itself acquired directly from the Company, (2) any
acquisition by the Company, (3) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the Company or any
entity controlled by the Company, or (4) any acquisition pursuant to a
transaction which complies with clauses (A), (B) and (C) of paragraph
(iii) of this definition;
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(ii)
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A
change in the composition of the Board of Directors of the Company (the
“Board”)
such that the individuals who, as of the date of this Agreement,
constitute such board of directors (such Board will be hereinafter
referred to as the “Incumbent
Board”) cease for any reason to constitute at least a majority of
the Board; provided,
however, for purposes of this definition any individual who becomes
a member of the Board subsequent to the date of this Agreement, whose
election, or nomination for election by the Company’s stockholders, was
approved by a vote of at least a majority of those individuals who are
members of the Board and who were also members of the Incumbent Board (or
deemed to be such pursuant to this proviso) will be considered as though
such individual were a member of the Incumbent Board; and provided further, that
any such individual whose initial assumption of office occurs as a result
of either an actual or threatened election contest (as such terms are used
in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or
other actual or threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board will not be so considered as a
member of the Incumbent Board; or
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(iii)
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Consummation
of a reorganization, merger or consolidation or sale or other disposition
of all or substantially all of the assets of the Company or the
acquisition by the Company of assets or stock of another entity (“Corporate
Transaction”); excluding, however, such a Corporate Transaction
following which (A) all or substantially all of the individuals and
entities who are the beneficial owners, respectively, of the Outstanding
Common Stock and Outstanding Voting Securities immediately prior to such
Corporate Transaction beneficially own, directly or indirectly, more than
fifty percent (50%) of, respectively, the outstanding shares of Common
Stock, and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors, as the
case may be, of the corporation resulting from such Corporate Transaction
(including, without limitation, a corporation which as a result of such
transaction owns the Company or all or substantially all of the Company’s
assets either directly or through one or more subsidiaries) in
substantially the same proportions, as their ownership immediately prior
to such Corporate Transaction, of the Outstanding Common Stock and
Outstanding Company Securities, as the case may be, (B) no Person (other
than the Company, or any employee benefit plan (or related trust) of the
Company or such corporation resulting from such Corporate Transaction)
beneficially owns, directly or indirectly, twenty percent (20%) or more
of, respectively, the outstanding shares of common stock of the
corporation resulting from such Corporate Transaction or the combined
voting power of the outstanding voting securities of such corporation
entitled to vote generally in the election of directors except to the
extent that such ownership existed prior to the Corporate Transaction, and
(C) individuals who were members of the Incumbent Board at the time of the
execution of the initial agreement or of the Board action providing for
such Corporate Transaction constitute at least a majority of the members
of the board of directors of the corporation resulting from such Corporate
Transaction; or
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5
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(iv)
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The
approval by the stockholders of the Company of a complete liquidation or
dissolution of the Company;
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(d)
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Any
sale or other issuance of any equity interest, shares of capital or other
securities of the Company or any of its
subsidiaries;
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(e)
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Any
declaration, accrual, set aside or payment of any dividend or other
distribution in respect of any equity interest or any shares of capital
stock or other securities of the Company or any repurchase or redemption
of any equity interest or any shares of capital stock or other securities
of the Company; or
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(f)
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Any
agreement, commitment or offers of the Company or any of its subsidiaries,
whether or not in writing, to take of the actions prohibited by clauses
(a) through (e);
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provided however, that
neither the consummation of the transactions contemplated by this Agreement, the
Exchange Transaction, nor any of the other transactions contemplated hereby will
be deemed to be a “Change of Control” or otherwise prohibited by the covenants
contained in this Section
4.1.
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4.2
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The
Grantor will cause the Shell Company and each of its subsidiaries to
preserve intact the business and management organization of the Shell
Company and all of its
subsidiaries.
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ARTICLE
V
EVENTS
OF DEFAULT AND TERMINATION
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5.1
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Events of
Default. The occurrence at any time with respect to a Party (the
“Defaulting
Party”) of any of the following events will constitute an event of
default (an “Event of
Default”) with respect to such
Party:
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(a)
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Failure to Pay or
Deliver. The failure by a Party to make, when due, any
payment under this Agreement or deliver the Option Shares in accordance
with this Agreement, if such failure is not remedied on or before the
third (3rd)
Business Day after notice of such failure is given to the Defaulting
Party.
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(b)
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Breach of
Agreement. The failure by a Party to comply with or
perform any agreement, covenant or obligation (other than a failure
described in Section 5.1(a),
which will be governed by Section 5.1(a))
to be complied with or performed by such Party in accordance with this
Agreement if such failure is not remedied on or before the tenth (10th)
Business Day after notice of such failure is given to the Defaulting
Party.
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(c)
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Bankruptcy. A
Party (1) is dissolved (other than pursuant to a consolidation,
amalgamation or merger); (2) becomes insolvent or is unable to pay its
debts or fails or admits in writing its inability generally to pay its
debts as they become due; (3) makes a general assignment, arrangement or
composition with or for the benefit of its creditors; (4) institutes or
has instituted against it a proceeding seeking a judgment of insolvency or
bankruptcy or any relief under any Bankruptcy Law, or a petition is
presented for its winding-up or liquidation, and in the case of any such
proceeding or petition instituted or presented against it, such proceeding
or petition (A) results in a judgment of insolvency or bankruptcy or the
entry of an order for relief or the making of an order for its winding-up
or liquidation or (B) is not dismissed, discharged, stayed or restrained
in each case within thirty (30) days of the institution or presentation
thereof; (5) has a resolution passed for its winding-up, official
management or liquidation (other than pursuant to a consolidation,
amalgamation or merger); (6) seeks or becomes subject to the appointment
of an administrator, provisional liquidator, conservator, receiver,
trustee, custodian or other similar official for it or for all or
substantially all of its assets; (7) has a secured party take possession
of all or substantially all of its assets or has a distress, execution,
attachment, sequestration or other legal process levied, enforced or sued
on or against all or substantially all of its assets and such secured
party maintains possession, or any such process is not dismissed,
discharged, stayed or rescinded, in each case within thirty (30) days
thereafter; (8) causes or is subject to any event with respect to it that,
under applicable Law, has an analogous effect to any of the events
described in clauses (1) through (7); or (9) takes any action in
furtherance of, or indicating its consent to, approval of, or acquiescence
in, any of the foregoing acts.
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5.2
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Termination.
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(a)
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If
at any time an Event of Default with respect to a Party has occurred and
is continuing, any other Party may terminate this Agreement and deem the
Expiration Date to have occurred by giving written notice to the
Defaulting Party specifying the relevant Event of
Default.
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(b)
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Unless
otherwise terminated pursuant to Section 5.2(a),
this Agreement will terminate on the earlier of the Expiration Date and
the date on which one hundred percent (100%) of the Option Shares have
been transferred and conveyed to the Optionees
hereunder.
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ARTICLE
VI
MISCELLANEOUS
PROVISIONS
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6.1
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Further
Assurances.
Each Party will execute and/or cause to be delivered to each other Party
such instruments and other documents, and will take such other actions, as
such other Party may reasonably request for the purpose of carrying out or
evidencing any of the transactions contemplated by this
Agreement.
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6.2
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Notices. Any
notice or other communication required or permitted to be delivered to any
Party will be in writing and will be deemed properly delivered, given and
received upon dispatch by hand, courier or express delivery service with
receipt confirmed by signature of the addressee, to the address set forth
beneath the name of such Party below (or to such other address as such
Party may specify in a written notice given to the other
Parties):
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7
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If
to the Grantor:
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Xxx
Xxx Xxxx
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Xxxxx
0, Xxxxxxxx 0, Xxxxxxx Xxxxxxxxxx Xxxx No.118, Jiangtou Village, Chendai
Town, Jinjiang City
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If
to the Optionee:
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All
optionees of this Xxxxxxxxx
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Xxxxx
0, Xxxxxxxx 0, Xxxxxxx Xxxxxxxxxx Xxxx Xx.000, Xxxxxxxx Xxxxxxx, Xxxxxxx
Xxxx, Xxxxxxxx
Xxxx
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6.3
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Time of The
Essence. Time
is of the essence of this
Agreement.
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6.4
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Headings,
Gender and Usage. The headings contained in this
Agreement are for convenience of reference only, will not be deemed to be
a part of this Agreement and will not be referred to in connection with
the construction or interpretation of this Agreement. For purposes of this
Agreement: (a) the words “include” and “including” will be taken to
include the words, “without limitation;” and (b) whenever the context
requires, the singular number will include the plural, and vice versa; and
each of the masculine, feminine and neuter genders will refer to the
others.
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6.5
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Governing
Law and Language. This Agreement, including all
matters of construction, validity and performance, will in all respects be
governed by, and construed in accordance with, the laws of the British
Virgin Islands (without giving effect to principles relating to conflict
of laws). This Agreement is written in English and the English
language will govern any interpretation of this
Agreement.
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6.6
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Venue and
Jurisdiction. If any legal proceeding or other
legal action relating to this Agreement is brought or otherwise initiated,
the venue therefore will be in Hong Kong, S.A.R., which will be deemed to
be a convenient forum. Each of the Parties hereby expressly and
irrevocably consents and submits to the jurisdiction of the courts in Hong
Kong.
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6.7
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Interpretation. Each
Party acknowledges that it has participated in the drafting of this
Agreement, and any applicable rule of construction to the effect that
ambiguities are to be resolved against the drafting party may not be
applied in connection with the construction or interpretation of this
Agreement.
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6.8
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Successors
and Assigns. Each of the Parties will not assign this
Agreement or any rights or obligations hereunder without the prior written
consent of each other Party. This Agreement is binding upon, inures to the
benefit of and is enforceable by Optionee, Grantor and their respective
successors and assigns.
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8
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6.9
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Waiver.
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(a)
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No
failure on the part of any Person to exercise any power, right, privilege
or remedy under this Agreement, and no delay on the part of any Person in
exercising any power, right, privilege or remedy under this Agreement,
will operate as a waiver of such power, right, privilege or remedy; and no
single or partial exercise of any such power, right, privilege or remedy
will preclude any other or further exercise thereof or of any other power,
right, privilege or remedy.
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(b)
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No
Person will be deemed to have waived any claim arising out of this
Agreement, or any power, right, privilege or remedy under this Agreement,
unless the waiver of such claim, power, right, privilege or remedy is
expressly set forth in a written instrument duly executed and delivered on
behalf of such Person; and any such waiver will not be applicable or have
any effect except in the specific instance in which it is
given.
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6.10
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Entire
Agreement; Amendment. This Agreement sets forth the
entire understanding of the Parties relating to the subject matter hereof
and supersedes all prior agreements and understandings among or between
any of the parties relating to the subject matter thereof. Any term of
this Agreement may be amended only with the written consent of each
Party.
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6.11
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Severability. In the event that
any provision of this Agreement, or the application of any such provision
to any Person or set of circumstances, will be determined to be invalid,
unlawful, void or unenforceable to any extent, the remainder of this
Agreement, and the application of such provision to Persons or
circumstances other than those as to which it is determined to be invalid,
unlawful, void or unenforceable, will not be impaired or otherwise
affected and will continue to be valid and enforceable to the fullest
extent permitted by law.
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6.12
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Counterparts. This Agreement may be
executed in several counterparts, each of which will constitute an
original and all of which, when taken together, will constitute one
agreement.
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[Remainder
of Page Intentionally Left Blank]
9
In
Witness Whereof, the Parties have caused this Option Agreement to be
executed and delivered as of the date first set forth above.
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“GRANTOR”
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“OPTIONEE”
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Xxx
Xxx ying(林美英), an
individual
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Ding
bao fu(丁保福),
an individual
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/s/
XXX Xxx Xxxx
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/s/
DING Baofu
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“OPTIONEE”
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“OPTIONEE”
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ding
xxxxx xxxx(丁長明),
an individual
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Ding
xxx xxxx(丁保健),
an individual
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/s/
DING Changming
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/s/
DING Baoyian
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“OPTIONEE”
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“OPTIONEE”
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XXXX
XX QING(陳克清), an
individual
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DING
XXXX XXXX(丁鳳英), an
individual
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/s/
XXXX Xxxxxx
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/s/
DING Fungying
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“OPTIONEE”
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“OPTIONEE”
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XXXXX
XXX YUAN(黃秀緣), an
individual
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DING
MEI CHI(丁美治), an
individual
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/s/
XXXXX Xxxxxxx
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/s/
DING Meichi
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“OPTIONEE”
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Attachments:
Exhibit
A Certain
Definitions
Exhibit
B Form of Option
Exercise Notice
Exhibit
C Proportionate
Share
10
EXHIBIT
A
CERTAIN
DEFINITIONS
For
purposes of this Agreement (including this Exhibit A):
“Bankruptcy
Law” means any Law of any jurisdiction relating to bankruptcy,
insolvency, corporate reorganization, company arrangement, civil rehabilitation,
special liquidation, moratorium, readjustment of debt, appointment of a
conservator, trustee or receiver, or similar debtor relief.
“Board” is
defined in Section4.1(c)(ii).
“Business
Day” means a day on which the commercial banks located in Hong Kong are
open for regular business.
“Change of
Control” is defined in Section
4.1(c).
“Company”
is defined in Section
4.1.
“Corporate
Transaction” is defined in Section
4.1(c)(iii).
“Effective
Date” is defined in the Preamble.
“Encumbrance”
means any lien, pledge, hypothecation, charge, mortgage, security
interest, encumbrance, equity, trust, equitable interest, claim, preference,
right of possession, lease, tenancy, license, encroachment, covenant,
infringement, interference, order, proxy, option, right of first refusal,
preemptive right, community property interest, legend, defect, impediment,
exception, reservation, limitation, impairment, imperfection of title, condition
or restriction of any nature (including any restriction on the transfer of any
asset, any restriction on the receipt of any income derived from any asset, any
restriction on the use of any asset and any restriction on the possession,
exercise or transfer of any other attribute of ownership of any
asset).
“Exchange
Act” is defined in Section
4.1(c)(i).
“Exchange
Agreement” is defined in Recital B.
“Exercise
Date” is defined in Section
1.4.
“Exercise
Notice” is defined in Section
1.4.
“Expiration
Date” is defined in Section 1.2.
“GAAP”
means generally accepted accounting principles consistently applied
during the relevant period.
“Governmental
Body” means any: (a) nation, principality, state, commonwealth, province,
territory, county, municipality, district or other jurisdiction of any nature;
(b) federal, state, local, municipal, foreign or other government; (c)
governmental or quasi-Governmental Body of any nature (including any
governmental division, subdivision, department, agency, bureau, branch, office,
commission, council, board, instrumentality, officer, official, representative,
organization, unit, body or Entity and any court or other tribunal); (d)
multi-national organization or body; or (e) individual, Entity or body
exercising, or entitled to exercise, any executive, legislative, judicial,
administrative, regulatory, police, military or taxing authority or power of any
nature.
“Grantor”
is defined in the Preamble.
“Ailibao
International” is defined in Recital A.
“Incumbent
Board” is defined in Section
4.1(c)(i).
“Law” means any national,
federal, state, local, municipal, foreign or other law, statute, legislation,
constitution, principle of common law, resolution, ordinance, code, edict,
decree, proclamation, treaty, convention, rule, regulation, ruling, directive,
pronouncement, requirement, specification, determination, decision, opinion or
interpretation issued, enacted, adopted, passed, approved, promulgated, made,
implemented or otherwise put into effect by or under the authority of any
Governmental Body.
“Option
Period” is
defined in Section
1.2.
“Option
Price” is
defined in Section
1.5(a).
“Option
Right” is
defined in Section
1.1.
“Option
Shares” is
defined in Recital B.
“Optionee”
is defined in the Preamble.
“Outstanding
Common Stock” is defined in Section
4.1(c)(i).
“Outstanding
Voting Securities” is defined in Section
4.1(c)(i).
“Party” and
“Parties” are defined in the Preamble to this Agreement.
“Person”
means an individual, a corporation, a partnership, an association, a trust or
other entity or organization, including a government or political subdivision or
an agency or instrumentality thereof, except as used in ARTICLE IV, where its
meaning is defined in Section
4.1(c)(i).
“Proportionate
Share” is defined in Recital B.
“Registration
Statement Effective Date” is defined in Section 1.2.
“Shell
Company” is
defined in the Preamble to this Agreement
“US GAAP”
means United States Generally Accepted Accounting Principles consistently
applied.
EXHIBIT
B
FORM
OF OPTION EXERCISE NOTICE
[Date]
[________________]
(the “Grantor”)
[________________]
[________________]
Attention:
[_______]
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Re:
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Option
Agreement dated [ • ] (the “Option Agreement”), between [ • ] (the
“Optionee”) and [ • ] (the
“Grantor”)
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Dear
Sir:
In
accordance with Section 1.4 of
the Option Agreement, the Optionee hereby provides this notice of exercise of
the Option Right in the manner specified below:
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(a)
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The
Optionee hereby exercises its Option Right with respect to the Option
Shares pursuant to the Option
Agreement.
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(b)
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The
Optionee will pay the sum of US$____________ to the
Grantor.
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(d)
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Pursuant
to this exercise, the Grantor will deliver to _______________ the Option
Shares in accordance with the instructions attached
hereto.
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Dated:
_______________, ______
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[
• ]
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EXHIBIT
C
PROPORTIONATE
SHARES
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Name
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Option Shares
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Ding
Xxx Xxxx
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233
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Ding
Bao Fu
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233
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Ding
Xxxxx Xxxx
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233
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Ding
FungYing
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47
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Xxxxx
XxxXxxx
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47
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Ding
Mei Chi
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47
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Xxxx
Xx Qing
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49
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