INCENTIVEOPTION AGREEMENT CO BETWEEN 1 TANG,Chee Fung AND JIANGZhide Date: 05Aug, 2009 2009t0805

THIS INCENTIVE OPTION AGREEMENT (this "Agreement") is made on August 5, 2009 by and between TANG, Chee Fung, a Hongkong citizen (the "Grantor") and JIANG Zhide ("Grantee").

 

本激励选择权协议（“本协议”）由邓志峰，一位香港公民（“授予人”）和姜志德（ “被授予人”）于2009年8月5日签订。

 

The Grantor and the Grantee are collectively referred to as the "Parties" and each of them as a "Party".

 

授予人和各被授予人合称“各方”，单独称为“一方”。

 

Whereas, the Grantor owns 10000(100%) issued and outstanding shares of Proud Glory Limited (the “Company”), a British Virgin Islands company.

 

鉴于，授予人拥有一家注册在英属维京群岛的傲荣有限公司（“公司”）的10000股已发行的股份（占100％）。

 

Whereas, the Company is the principle shareholder of Merit Times International Limited, another British Virgin Islands company (“Merit”), which intends to complete a reverse merger with a public shell company, whose common stock is traded on the OTCBB market (the "Public Company"), as a result of which Merit will be a wholly-owned subsidiary of Public Company and the Company will become a major shareholder of the Public Company;

 

鉴于，公司是另一家注册在英属维京群岛的时优国际有限公司（“时优公司”)的主要股东，时优公司有意与一家在柜台市场交易的上市壳公司（“上市公司”）完成一项反向并购。由此，时优公司将成为上市公司的全资子 公司，且公司将成为上市公司的主要股东。

 

Whereas, the Grantee agrees that the Grantor transfers all shares of Merit owned by Grantor to the Company or the persons designed by it, and terminates the Incentive Option Agreement dated June 8, 2009 on Effective Date;

 

鉴于被授予人同意授予人向公司或其指定的人转让其所拥有的时优公司的股份，并在生效日终止2009年6月8日签署的激励选择权协议。

 

Whereas, the Grantee has contributed to the growth of Merit and its subsidiaries (collectively, the “Group”).    In consideration of the Grantee’s contributions to the Group and as an incentive to the Grantee to continue his commitment to the Group, the Grantor has agreed to grant to the Grantee, and the Grantee has agreed to accept from the Grantor, an incentive option (the “Option”) to purchase certain number of ordinary shares of the Company (the "Option Shares") as set forth in Schedule A to this Agreement.

 

鉴于，被授予人对时优公司及其诸子公司（合称“集团”）的增长有所贡献。以被授予人向集团已经作出的贡献为对价并作为对被授予人向集团持续承诺的激励，授予人同意授予被授予人，且被授予人同意从公司接受购买公司本协议附件A列出一定数量普通股（“选择权股份”）的激励选择权（“选择权”）。

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

 

据此，基于前述事实以及双方在本协议项下所做的相互承诺与保证，以及双方在此确认收讫并确认充分的其他良好有价对价，协议双方现达成如下协议，以资信守：

 

定义

1.1.	Defined Terms : In this Agreement (including the Recitals and the Schedules), unless the context otherwise requires, the following words and expressions shall have the following meanings:

定义的术语：本协议（包括鉴于条款、附录及附件）中，除上下文另有所指外，下列词语表达的含义如下：

"Business Day" means a day (other than Saturdays, Sundays and public holidays) on which banks are generally open for business in China;

“工作日”指中国境内银行通常营业日（除周六、周日及公众假日外）；

"China" or "PRC" means the People's Republic of China;

“中国”指中华人民共和国；

"Completion Date" means the date falling seven (7) Business Days after the service of the Exercise Notice by the Grantee on the Company;

“交割日”指被授予人向公司发出行权通知后的七（7）个工作日届满之日；

"Completion" means the completion of the sale to and purchase by the Grantee of the Option Shares under this Agreement;

“交割”指本协议项下选择权股份的买卖完成；

"Distributions" means any cash proceeds arising from or in respect of, or in exchange for, or accruing to or in consequence of the Option Shares from the Effective Date to the Completion Date, including without limitation the Dividends.

“分红”指自生效日始至交割日止，源自、有关于、基于交换、孳息于、或产生于选择权股份的任何现金收益，包括但不限于红利；

"Dividends" means the dividends declared by the Company and accrued in respect of the Option Shares (whether or not such dividends shall have been paid and received by the Grantee);

“红利”指由选择权股份而产生的经公司公告并累计的股息（无论该股息是否已被支付并由被授予人获得）

 

"Exercise" means the exercise by the Grantee or his Nominee(s) of the Option pursuant to the terms of this Agreement;

“行权”指由选择权之被授予人或其提名人依本协议条款行权；

"Exercise Notice" means the notice substantially in the form set out in Part I of Schedule B;

“行权通知”指符合附件B第I部分中指明格式之通知；

"Exercise Price" means the exercise price to be paid by the Grantee to the Grantor in respect of the Option Shares issued to such Grantee as set forth opposite his name in Schedule A;

“行权价”指就发行给附件A所列该被授予人的相应选择权股份由被授予人向授予人所支付之行权价格。

"Nominee" means such person nominated by a Grantee in the Transfer Notice to be the transferee of the Option or Option Shares;

“提名人”指由被授予人在转让通知中提名的选择权或选择权股份之受让人；

"Option Effective Date" has the meaning ascribed to it in Clause 2.3;

“选择权生效日”之定义见第2.3条款；

"Performance Target" has the meaning ascribed to it in Clause 3;

“履约目标”之定义见第3条款；

"RMB" means the lawful currency of China;

“人民币”指中国合法流通货币；

“Securities Exchange” means the transaction, by means of one or more agreements,  among the shareholders of Merit Times International Limited, on the one hand and the Public Company, on the other hand, by which the shareholders of Merit Times International Limited contributed their shares of stock of Merit Times International Limited to the Public Company, and the Public Company issued stock to the shareholders of Merit Times International Limited, with the result that Merit Times International Limited became a wholly-owned subsidiary of the Public Company and the former shareholders of Merit Times International Limited and their designees held about 96.25 % of the outstanding capital stock of the Public Company.

“换股”指以时优公司股东为一方和以上市公司为另一方的通过一份或多份协议发生的交易，据此时优公司股东向上市公司交付他们的时优公司股份，而上市公司向时优公司股东发行股份，以致时优公司 ;成为上市公司全资子公司，而前时优公司股东及其指定的人将持有上市公司约96.25 %的已发行股本。

"Transfer Notice" means the notice substantially in the form set out in Part II of Schedule B;

“转让通知”指符合附件B中指明格式之通知；

"US$" or "United States Dollar" means the lawful currency of the United States of America.

“美元”或“美国元”指美利坚合众国之合法流通货币。

 

1.2.	Interpretation: Except to the extent that the context requires otherwise:

解释：除上下文另有要求外：

1.2.1

words denoting the singular shall include the plural and vice versa; words denoting any gender shall include all genders; words denoting persons shall include firms and corporations and vice versa;

单数词应包括复数含义，反之亦然；带有一种性别含义的词语包括每一性别，指一个人的词语包括公司和法人 5292;反之亦然；

1.2.2

any reference to a statutory provision shall include such provision and any regulations made in pursuance thereof as from time to time modified or re-enacted whether before or after the date of this Agreement and (so far as liability thereunder may exist or can arise) shall include also any past statutory provisions or regulations (as from time to time modified or re-enacted) which such provisions or regulations have directly or indirectly replaced;

所指法律规定应包括其规定和就此制定的规章，以及任何修订、重新制定的内容，不论该修订或重新制定发生于本协议日之前或之后。并且（只要该规定项下之责任可能存在或可以出现）也应包括任何过去的被（修订、重新制定）直接或间接取代的法律规定或规章；

1.2.3

the words "written" and "in writing" include any means of visible reproduction;

词语“书面的”或“以书面形式”，包括可见性重现之任何方式；

1.2.4

any reference to "Clauses", "Recitals" and "Schedules" are to be construed as references to clauses and recitals of, and schedules to, this Agreement; and

引用“条款”、“鉴于条款”及“附件”，应解释为指向本协议之条款、鉴于条款及附件；及

1.2.5

any reference to a time of day is a reference to China time unless provided otherwise.

除上下文另有所指外，时间指中国时间。

1.3.	Headings: The headings in this Agreement are inserted for convenience only and shall be ignored in construing this Agreement.

标题：本协议标题之加入仅为方便之用且在解释本协议时应予忽略。

2.1.

Option: In consideration of the contributions which each Grantee has made to the Group and his continuing commitment to the Group, the Grantor hereby irrevocably and unconditionally grants to such Grantee an Option for such Grantee to acquire from the Grantor, at the Exercise Price, at any time during the Exercise Period (defined below), to the extent that the Option has vested, any or all of the Option Shares set forth opposite such Grantee’s in Schedule A hereto, free from all claims, liens, charges, pledges, mortgages, trust, equities and other encumbrances, and with all rights attaching thereto on the Completion Date.

2.1	选择权   以被授予人向集团已经作出的贡献和被授予人向集团持续承诺为对价，授予人在此不可撤销地、无条件地授予附件A所列姓名的被授 0104;人在行权期间（定义见下文）内的任何时间，在授予的选择权范围内按照行权价向授予人购买选择权股份的选择权，前述选择权股份在交割日不应存在任何索赔、留置、抵押、质押、担保、信托或其他股份担保，且应附有所有相关权利。

2.2.	Vesting Schedule: Subject to the terms and conditions hereto, the Option may be exercised, in whole or in part, in accordance with the following schedule:

授予方案：基于本协议条款和条件，选择权根据下列方案全部或部分行权：

34% of the Option Shares subject to the Option shall vest and become exercisable on the date of fulfillment of the 2009 Revenue (as defined below), 33% of the Option Shares subject to the Option shall vest and become exercisable on the date of fulfillment of the 2010 Revenue (as defined below) and 33% of the Option Shares subject to the Option shall vest and become exercisable on the date of fulfillment of the 2011 Revenue (as defined below).

选择权中34％的选择权股份应于2009年业绩达成日（定义见下文）授予并可行权；选择权中33％的选择权股份应于2010年度收入业绩达成日（定义见下文）授予并可行权；选 择权中33％的选择权股份应于2011年度收入业绩达成日（定义见下文）授予并可行权；

2.3.

Exercise Period: The Option shall vest and become effective and exercisable at the times commencing on the dates set forth in Section 2.2 (the “Option Effective Date”) and shall expire five years from the date of the Option.  The Option may be exercised by the Grantee (or his Nominee on behalf of the Grantee), to the extent that the Option shall have vested, and only to that extent, at any time prior to five years from the date of this Option (“Exercise Period”).

2.3	行权期间   选择权应自第2.2条所述日期起授予、生效和可行权（“选择权生效日”），并于选择权之日起5年到期。被授予人（或代表授予人的提名人）在本选择权日起5年内（“行权期间”）并在选择权已被授予的范围内也仅在该范围内，可以进 行行权。

2.4.	Nominees: The Grantee may, at any time during the Exercise Period, at his sole discretion, nominate one or more person(s) (each a “Nominee”) to be the transferee(s) of whole or part of the shares subject to his Option, who shall hold and/or exercise the transferred Option on behalf of the Grantee.

2.4	提名人      被授予人在行权期间内可以随时自行提名一人或多人（均称为“提名人”），作为他所享有受限于选择权的部分或全部股份受让人，前述提名人应代表被授予人持有和/或行使该项经转让的选择权。

2.5.	Exercise Notice: The Option may be exercised by the Grantee or his Nominee(s), in whole or in part, at any time during the Exercise Period, by serving an Exercise Notice on the Company.

2.5	行权通知      在行权期间内，被授予人或其提名人随时可以通过向公司递送行权通知的方式行使全部或部分选择权。

2.6.

Exercise: The Grantor agrees that he shall, upon receipt of the Exercise Notice, transfer to the Grantee (or his Nominee(s), as the case may be) any and all of the Option Shares specified in the Exercise Notice, free from all claims, liens, charges, pledges, mortgages, trust, equities and other encumbrances, and with all rights now or hereafter attaching thereto.  The Option shall be exercisable only in compliance with the laws and regulations of the PRC and the British Virgin Islands, and such Grantee (or his Nominee(s), as the case may be) shall complete any and all approval or registration procedures regarding the exercise of his Option at PRC competent authorities in accordance with applicable PRC laws and regulations.

2.7.	Transfer Notice: In case that a Grantee transfers any or all of his Option to one or more Nominee(s) in accordance with Clause 2.4 above, the Grantee shall serve a Transfer Notice on the Company.

2.7	转让通知      如果被授予人根据上述2.4条的规定向一位或多位提名人转让其全部或部分选择权，被授予人应向授予人递送转让通知。

2.8.	Transfer to Nominees: The Grantor agrees that he shall, upon receipt of the Transfer Notice, take all actions necessary to allow the Nominee(s) to be entitled to any or all of Option Shares specified in the Transfer Notice.

2.8.	转让给提名人      授予人同意，在收到转让通知后，其将采取必要措施保证提名人按照转让通知载明的数额享有相应的选择权股份。

Upon exercise by any Nominee(s) of the transferred Option on behalf of the Grantee, the Grantee shall serve the Exercise Notice on the Grantor in his own name for the exercising Nominee(s).  Upon receipt of such Exercise Option, the Grantor shall issue to such Nominee(s) any and all of the relevant Option Shares in the same manner as specified in Clause 2.6.

在提名人代表被授予人行使转让选择权时，被授人予应以自己的名义为行权的提名人向授予人递送行权通知。在收到转让通知后，授予人应依与本协议2.6条款规定相同的方式，向该等提名人发行部分或全部相关选择权股份&# 12290;

2.9.	Payment of Exercise Price: Upon Exercise of the Option in whole or in part, the Grantee (or his Nominee(s), as the case may be) shall pay the Exercise Price to the Grantor.

2.10.

The Grantor’s Obligation upon Exercise: The Grantor agrees that upon the Exercise of any Option by a Grantee (or his Nominee(s)), he shall cause and procure the number of Option Shares provided in the Exercise Notice to be transferred to the Grantee (or his Nominee(s)) within seven (7) Business Days after the date of the Exercise Notice.

3．

履约目标和前提条件

3.1.	The obligation of the Grantor to effect the Option and the issuance of Option Shares to an exercising Grantee upon his Exercise of the Option shall be subject to the fulfilment of the following conditions (the “Performance Target”) set forth in Exhibit A hereto.

4.

信息、分红和调整

4.1.	Information: The Grantee shall be entitled to request from the Grantor at any time before the Completion, a copy of any information received from the Grantor which may be in the possession of the Grantor and, upon such request, the Grantor shall provide such information to the Grantee.

4.1	信息 在上述交割前的任何时间，被授予人有权要求授予人向其提供授予人获得的在授予人处的任何信息副本；授予人应根据此等要求向被授予人提供相应信息。

4.2.

Distributions: The Grantor agrees that each Grantee shall be entitled to all the Distributions in respect of his Option Shares.  In the event that any such Distributions have been received by the Grantor for any reason, the Grantor shall cause the existing shareholder at the request of the Grantee to pay an amount equivalent to the Distributions received to the Grantee.

4.2	分红       授予人同意，各被授予人有权获得对于其选择权股份的分红。如果授予人基于任何事由获得上述分红，授予人应促使现有股东应被授予人的要求，按照与获得的分红相同的金额，向上述被授予人支付等值款项。

4.3.

Adjustments: If, prior to the Completion, the Company shall effect any adjustment in its share capital (such as share split, share dividend, share combination or other similar acts), then the number of Option Shares and the Exercise Price shall be adjusted accordingly to take into account such adjustment.

5.1.

Time and Venue: Completion of the sale and purchase of the Option Shares pursuant to the Exercise shall take place at such place decided by the Grantee on the Completion Date and reasonably acceptable to the Grantor.  The parties agree that Hong Kong is a reasonable place for the completion of the sale.

5.2.	Business at Completion: At Completion of each Exercise, all (but not part only) of the following shall be transacted:

5.2	交割事项：在每次行权交割之时，以下所有（而非部分）事项均应办理：

5.2.1

the exercising Grantee shall pay the Exercise Price to the Grantor by wire transfer or such other method as shall be reasonably acceptable to Grantor;

5.2.1

行权的被授予人应以电汇或授予人可合理接受的其他方式向授予人支付行权价；

5.2.2

the Grantor shall, and to the extent that any action on the part of other shareholders or the directors is required, procure the then existing shareholders and directors of the Company to, within seven (7) Business Days after the date of Exercise Notice, deliver to the exercising Grantee (or his Nominee(s), same below) the following documents and take all corporate actions necessary to give effect to such delivery:

(a)

a share certificate or share certificates in respect of the number of the Option Shares exercised by the Grantee;

（a）

载明行权的被授予人行权的选择权股份数额的股权凭证；

(b)

a certified true copy of the register of members of the Company updated to show the entry of the Grantee as the holder of the Option Shares so exercised; and

6．

保密

The transaction contemplated hereunder and any information exchanged between the Parties pursuant to this Agreement will be held in complete and strict confidence by the concerned Parties and their respective advisors, and will not be disclosed to any person except: (i) to the Parties’ respective officers, directors, employees, agents, representatives, advisors, counsel and consultants that reasonably require such information and who agree to comply with the obligation of non-disclosure pursuant to this Agreement; (ii) with the express prior written consent of the other Party; or (iii) as may be required to comply with any applicable law, order, regulation or ruling, or an order, request or direction of a government agency; provided, however, that the foregoing shall not apply to information that: (1) was known to the receiving Party prior to its first receipt from the other Party; (2) becomes a matter of public knowledge without the fault of the receiving Party; or (3) is lawfully received by the Party from a third person with no restrictions on its further dissemination.

协议各方及其顾问应对于本协议相关交易及有关信息严格保密，不应向任何人员披露；除非：(i) 在协议各方的管理人员、董事、员工、代理、代表、顾问均同意遵守本条保密义务和无披露约定的前提下，根据前述人员的合理要求向该人员进行披露；(ii) 经本协议另一方书面同意的披露；(iii) 根据相关法律、法令、法规、判令的要求，或是根据有关部门的指示所进行的披露；但是，上述规定不应适用于以下信息：(1) 接受方在从协议另一方取得相关信息之前已经取得的信息；(2) 非因接受方违约而被公众知晓的信息；(3)协议一方从不受传播限制的第三方处合法取得的信息。

Without the prior written consent of Grantee, the Grantor shall not and shall procure the Company not to, (i) issue or create any new shares, equity, registered capital, ownership interest, or equity-linked securities, or any options or warrants that are directly convertible into, or exercisable or exchangeable for, shares, equity, registered capital, ownership interest, or equity-linked securities of the Company, or other similar equivalent arrangements, (ii) alter the shareholding structure of the Company (other than as a result of the transfer of existing shares by a shareholder), (iii) cancel or otherwise alter the Option Shares, (iv) amend the register of members or the memorandum and articles of association of the Company, (v) liquidate or wind up the Company, or (vi) act or omit to act in such a way that would be detrimental to the interest of the Grantee in the Option Shares.  The Grantor shall disclose to the Grantee true copies of all the financial, legal and commercial documents of the Company and the resolutions of the shareholders and the board of directors.

8．

附则

8.1.

Indulgence, Waiver Etc: No failure on the part of any Party to exercise and no delay on the part of such Party in exercising any right hereunder will operate as a release or waiver thereof, nor will any single or partial exercise of any right under this Agreement preclude any other or further exercise of it or any other right or remedy.

8.2.

Effective Date and Continuing Effect of Agreement: This Agreement shall take effect from the Effective Date.  All provisions of this Agreement shall not, so far as they have not been performed at Completion, be in any respect extinguished or affected by Completion or by any other event or matter whatsoever and shall continue in full force and effect so far as they are capable of being performed or observed, except in respect of those matters then already performed.

8.3.	Successors and Assigns: This Agreement shall be binding on and shall ensure for the benefit of each of the Parties' successors and permitted assigns. Any reference in this Agreement to any of the Parties shall be construed accordingly.

8.4.

Further Assurance: At any time after the date of this Agreement, each of the Parties shall, and shall use its best endeavors to procure that any necessary third party shall, execute such documents and do such acts and things as any other Party may reasonably require for the purpose of giving to such other Party the full benefit of all the provisions of this Agreement.

8.5.

Remedies: No remedy conferred by any of the provisions of this Agreement is intended to be exclusive of any other remedy which is otherwise available at law, in equity, by statute or otherwise, and each and every other remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law, in equity, by statute or otherwise. The election of any one or more of such remedies by any Party shall not constitute a waiver by such Party of the right to pursue any other available remedies.

 

(a)

各方协商；调解 协议各方同意通过善意协商解决相关争议，如果协议各方未能在三十天内通过协商方式满意解决相关争议，则应按照下述约定解决该项争议。

(b)

仲裁：如果协议方未能按照上述(a)款约定的方式解决相关争议，该项争议应递交香港国际仲裁中心根据有效的联合国国际贸易法委员会仲裁规则(“联合国仲裁规则”)进行终局裁决，࠺ 9;述规则应视为本款约定不可分割的组成部分。仲裁庭应根据联合国仲裁规则任命的三名仲裁员组成。仲裁程序应使用英语进行。

The Grantor
授予人
By:
签名：
Name: TANG, Chee Fung
姓名：邓志峰

Grantee 被授予人		Option Shares 选择权股份		Exercise Price 行权价