AMENDMENT TO STOCK OPTION AGREEMENT
Exhibit 10.16
AMENDMENT TO STOCK OPTION AGREEMENT
THIS AGREEMENT dated as of the 14th day of April, 2003
BETWEEN:
CHENGFENG ZHOU of Suite 501 – 0000 Xxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
(herein called the "Optionee")
OF THE FIRST PART
AND:
CHINA VENTURES INC., a company duly incorporated under
the laws of the Province of British Columbia and having its head
office at Xxxxx 0000, Xxxxxxxxx Xxxxx, 000 Xxxx Xxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
(herein called the "Company")
OF THE SECOND PART
WHEREAS:
A.
The parties entered into a Stock Option Agreement dated as of April 24, 2000 (the "Option Agreement") pertaining to a grant to the Optionee of an option to purchase a total of 500,000 common shares without par value in the capital stock of the Company;
B.
The parties to the Option Agreement wish to clarify and amend the terms of the Option Agreement as provided herein.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and of the mutual covenants and agreements herein set forth and contained, the parties hereby agree, each with the other, as follows:
1.
The Option Agreement is hereby amended by paragraph 1 being deleted in its entirety and the following inserted in its place:
"1. The Company does hereby grant to the Optionee an option to purchase a total of 500,000 common shares without par value in its capital stock (herein called "the Option"). The Option shall vest over a period of four years with one fifth vesting 60 days after the date of grant and one fifth vesting on each of the one, two, three and four year anniversaries of the date of grant. All vesting restrictions shall become null and void in the event that the Company is subject to a take-over bid or a proposal for a merger, amalgamation or plan of arrangement transaction with a third party pursuant to which that third party could acquire de facto control of the Company or substantially all of the assets of the Company. Subject to paragraph 8 herein, the Option shall be exercisable in whole or in part, at any time and from time to time after vesting, for a period of five years commencing September 25, 2000, at a price of $0.21 per share."
2.
The Option Agreement is hereby amended by paragraph 8 being deleted in its entirety and the following being inserted in its place:
"8, The Option may not be exercised by the Optionee prior to approval of the granting of the Option by the regulatory authorities, or if the Optionee is an insider of the Company, as that term is defined in the British Columbia Securities Act, at the time of an amendment to the Option, the Option may not be exercised by the Optionee prior to approval of such amendment by the shareholders of the Company,"
3.
The parties acknowledge that, except as amended herein, all terms and conditions of the Option Agreement remain unamended and in full force and effect. Time shall remain of the essence.
IN WITNESS WHEREOF the parties have duly executed this Agreement as of the date first written above.
SIGNED, SEALED and DELIVERED by the
Optionee in the presence of:
“Xxxxxx Mikette”
______________________________
Name
1118 – 000 Xxxx Xxxxxxx Xx.
Xxxxxxxxx, XX X0X 0X0
“Chengfeng Zhou”
______________________________
____________________________
Address
CHENGFENG ZHOU
Executive Assistant
______________________________
Occupation
“Signed”
______________________________
Authorized Signatory
