AMENDED AND RESTATED CALL OPTION AGREEMENT ClCO9

股权转让期权协议修改和重述

Amended And Restated Call Option Agreement

1.

股权转让期权协议修改和重述

Amended And Restated Call Option Agreement

1.

Shandong Qingyuan Beer Co., Ltd. (“Beer” or the “Company”) was established on December 16, 2005, in which Linyi Hengchang Brewer’s Malt Co., Ltd. (“Malt”) owned 66.8% equity interests of the Company, Zhang Dingyou owned 16.6% equity interests of the Company and Yuan Mingxia owned 16.6% equity interests of the Company before January 6, 2011. On January 6, 2011, Malt transferred the 66.8% equity interests of the Company to Mr. Zhang Dingyou and as a result, Zhang Dingyou owns 83.4％ equity interests of the Company and Yuan Mingxia owns 16.6% equity interests of the Company at present.

2.

Beijing Qingyuan Hengchang Consulting Co., Ltd. (“WOFE”) is a wholly foreign-owned limited company legally registered and existing in Beijing, P.R.C, with the main business scope of Business Consulting and Services;

3.

The existing shareholders have intention to transfer their stocks to “WOFE” respectively under doing not break Chinese laws, “WOFE” has intention to accept the exchange.

4.

In order to carry out the exchange of the ownership of the stocks, the existing shareholders hereby irrevocably grants to “WOFE” an option to purchase.

5.

Beer, Malt, Zhang Dingyou, Yuan Mingxia and the WOFE has ever entered into a Call Option Agreement （“Call Option Agreement”） dated June 26, 2010, 2010. The parties shall enter into this Amended and Restated Call Option Agreement since the shareholders of the Company have been changed as mentioned before.

股权转让期权协议修改和重述

Amended And Restated Call Option Agreement

“PRC Laws and Regulations”：

Means the currently effective laws, administrative regulations, local regulations, explanations and other binding legal documents.

“中国法律”：

指届时有效的中华人民共和国的法律、行政法规、行政规章、地方法规、司法解释及其他有约束力的规范性文件。

 “Call Option”：

Means equity interests each shareholder has in the Company’s registered capital and all the equity interests in the Company in total.

“期权股权”：

就各现有股东而言，指其在青源啤酒注册资本（如下文定义）中所分别持有的全部股权。

Means at the date of this Agreement, The Company’s registered capital (RMB 30,000,000 Yuan), including any enlarged registered capital after future capital increase.

“青源啤酒注册资本”：

在本协议签署之日，指青源啤酒的注册资本人民币3000万元，亦包括在本协议有效期内因任何增资而形成的扩大后的注册资本。

Means when WOFE exercises its options, it has the right to ask the shareholders transfer the Company’s shares wholly or party to WOFE or its designated entity or natural person. The specific amount shall be freely decided by WOFE according to PRC laws and its business concern.

“转让股权”：

指咨询公司在行使其转股期权（以下称“行权”）时，根据本协议的规定，有权要求现有股东向其或其指定的实体或个人转让的青源啤酒的股权，其数量可以为期权股权的全部或者部分，具体数额由咨询公司根据届时中国法律的规定及其自身的商业考虑而自由酌定。

Each time when WOFE exercise the option, WOFE shall pay consideration to shareholders. The exercise price of WOFE or its designated entity or natural person is RMB 1 Yuan. If at that time there is any regulatory PRC laws regulating the minimum price, the minimum price regulated by PRC laws shall be the exercise price.

“转股价格”：

指在每次行权时，咨询公司或其指定的实体或个人为取得转让股权而需向现有股东支付的全部对价。在咨询公司每次行权时，咨询公司或其指定的实体或个人应向各个现有股东支付的全部转股价格均为人民币1元。如中国法律对届时的转股价格有任何强制性规定，咨询公司或其指定的实体或个人有权根据中国法律，以中国法律所允许的最低价格作为转股价格。

Means the Company’s approval, permission, registration, including but not limited to Business License, Tax Registration and other related certificates required by PRC laws for its effective and legal operation.

“经营证照”：

指青源啤酒为合法、有效经营其所有业务而必须持有的任何批准、许可、备案、登记等，包括但不限于《企业法人营业执照》、《税务登记证》，以及中国法律届时要求的其他相关许可和证照；

“The Company’s Assets”：

Means all tangible and intangible assets owned or authorized to use during the term of this Agreement, including but not limited to real estate, movable property, trade mark, copy right, patent, technology, domain name, software use right and other intellectual property.

“青源啤酒资产”：

指青源啤酒在本协议有效期内所拥有或者有权使用的全部有形和无形资产，包括但不限于任何不动产、动产，以及商标、著作权、专利、专有技术、域名、软件使用权等知识产权；

“Principal Agreement”：

Means agreements the Company enters into and has material effect on the Company’s business and assets, including but not limited to the Exclusive Technical Service and Business Consulting Agreement.

“重大协议”：

指青源啤酒作为一方的对青源啤酒的业务或资产有重大影响的协议，包括但不限于青源啤酒与咨询公司签订的《独家技术服务与商业咨询协议》，以及其他关于青源啤酒相关业务的协议。

3.1

WOFE has the full power without limitation to decide the specific time, amount and numbers of exercise as long as the conditions are in accordance with PRC laws.

股权转让期权协议修改和重述

Amended And Restated Call Option Agreement

3.2

At the time of exercise, WOFE and/or the Designated Persons can hold all of the Company’s shares under PRC laws, WOFE is entitled to exercise all the options; If at the time of exercise, WOFE and/or the Designated Persons can hold part of the Company’s shares under PRC laws, WOFE is entitled to exercise the option within the upper limit regulated by PRC laws. Under the latter situation, WOFE is entitled to further exercise the option in accordance with PRC laws until all the option has been exercised.

3.3

Each time WOFE exercises its option, it can purchase the transferred equity interests itself or designate third persons to purchase all or part of the transferred equity interests.

3.4

According to the stipulations of PRC laws and regulation, WOFE and/or the Designated Persons may exercise Option by issuing a written notice (the “Notice”) to the Transferor and specifying the equity interest purchased from Transferor (the “Purchased Equity Interest”) and the manner of purchase. (Please refer to Appendix II for the format). The shareholders shall transfer the equity interests wholly or partly to WOFE and/or the Designated Persons upon receipt of the Notice.

3.5

In each time the performance of the Option:

 

3.5.1

The Transferor shall ask the Company to convene the shareholders’ meeting. During the meeting, the resolution, in which Transferor transfers Equity Interest to WOFE and/or the Designated Persons, shall be made;

 

3.5.2

The Transferor shall, upon the terms and conditions of this Agreement and the Notice related to the Purchased Equity Interest, enter into Equity Interest Transfer Agreement with WOFE and/or the Designated Persons (as applicable);；

 

3.5.3

The related parties shall execute all other requisite contracts, agreements or documents, obtain all requisite approval and consent of the government, conduct all necessary actions, without any security interest, transfer the valid ownership of the Purchased Equity Interest to WOFE and/or the Designated Persons, and cause WOFE and/or the Designated Persons to be the registered owner of the Purchased Equity Interest. In this Clause and this Agreement, “Security Interest” means the ensure, mortgage, pledge, the right or interest of the third party, any purchase right of equity interest, right of acquisition, right of first refusal, right of set-off, ownership detainment or other security arrangements. But it does not include any security interest subject to the Equity Pledge Agreement.

4.1

As of the execution date of this Agreement and every transferring date, the     Shareholder hereby represents and warrants collectively and respectively to WOFE as follows:

 

4.1.1

Each of them has full power and authority to enter into this Agreement, this Agreement has been duly authorized, executed and delivered by such Party, and this Agreement constitutes the valid and legally binding obligations of such Party, enforceable against such Party in accordance with its terms;

 

4.1.2

All actions, conditions and things required to be taken, fulfilled and done in order to enable it lawfully to enter into, exercise its rights and perform and comply with its obligations under this Agreement, to ensure that those obligations are valid, legally binding and enforceable have been taken, fulfilled and done;

 

4.1.3

All actions, conditions and things required to be taken, fulfilled and done in order to enable it lawfully to enter into, exercise its rights and perform and comply with its obligations under this Agreement, to ensure that those obligations are valid, legally binding and enforceable have been taken, fulfilled and done;

 

4.1.4

No permit of or filing with any third party is required to be made or obtained by or on behalf of such Party in connection with the execution, delivery or performance by such Party of this Agreement except as contemplated by this Agreement, and

 

4.1.5

There is no notice, charge, claim, action, complaint, petition, investigation, suit or other proceeding, whether administrative, civil or criminal, whether at law or in equity, and whether or not before any mediator, arbitrator or Government Authority, pending or threatened against such Party or any relevant Affiliate thereof challenging or seeking to restrain, delay or prohibit any of the transactions contemplated by this Agreement or preventing such Party from performing in all material respects its obligations under this Agreement.

 

4.1.6

At the date of this Agreement, it is the owner of the option. Except for the rights designated by this Agreement, It does not set any security interest on the Option, including liens, pledge, claims, guaranties and other limitations from third party;

 

4.1.7

At the date of this Agreement, the Company has all the certificates necessary to its operation. The Company has full right and qualification to operate business within the territory of China. No litigation, arbitration or administrative procedure relevant to the equity interest and assets of the Company or the corporation is in the process, to be settled or potentially take place;

4.2

WOFE represents and warrants as the following:

 

4.2.1

WOFE is a limited company registered in accordance with PRC laws. It has the power and ability to enter into, deliver and perform this Agreement;

 

4.2.2

WOFE has performed all the necessary internal authorization procedures within the company. It owns full rights and authorization to enter into and perform the documents related to the transaction;

5.1

According to fair finance and business standard and tradition, to maintain the existence of the corporation, prudently and effectively operate business and deal with works during the term of the Agreement;

5.2

Without prior written consent by WOFE during the term of the Agreement,

 

5.2.1

not, upon the execution of this Agreement, to sale, transfer, mortgage or dispose, in any other form, any asset, legitimate or beneficial interest of business or income of the Company, or to approve any other security interest set on it;

 

5.2.2

not, in any form, to increase or decrease registered capital of the corporation, or to change the structure of the registered capital in any other forms;

股权转让期权协议修改和重述

Amended And Restated Call Option Agreement

 

5.2.3

not, dispose or urge the management of the Company dispose any of the Company’s assets (except that it is in the due course of operation;)

 

5.2.4

not to terminate or urge the management of the Company terminate any material Agreement with the Company, other than the Agreement in the process of normal business;

 

5.2.5

not, appoint or remove any the Company’s managing director, directors of the board (if applicable), supervisors or other management personnel that shall be appointed and removed by the Shareholders.

 

5.2.6

not, declare distribution or actually distribute any distributable profits, interests, or dividends;

 

5.2.7

ensure the Company’s going concern without being terminated, liquidated or dissolution;

 

5.2.8

not, in any form, to supplement, change or renew the Articles of Association of the Company.

5.3

To normally operate all business to maintain the asset value of the Company, without make any action or nonfeasance that sufficiently affects its operation and asset value during the term of the Agreement.

6.1

The Shareholder shall not discuss with any third party, other than for the purpose of performing the obligations under this agreement, (i)the existence, nature or terms of the negotiations and this Agreement; (ii)the WOFE’s trade secrets, proprietary business information, client information known to the Shareholder during the construction and performance of this agreement and (iii) trade secrets, proprietary business information, client information known to the Shareholder as the shareholder of the Company (the "Confidential Information") without the express written permission of the WOFE.

 

现有股东对于(i)本协议之签署、性质、协议内容，(ii)其因签署及履行本协议而知悉或收到的有关咨询公司的商业秘密、专有信息、客户信息，以及(iii)其作为青源啤酒的股东而知悉或收到的有关青源啤酒的商业秘密、专有信息、客户信息（以下统称为“保密信息”）均负有保密义务。现有股东仅可就其履行其在本协议项下义务之目的而使用该类保密信息。未经咨询公司书面许可，任何现有股东均不得向任何第三方泄露上述保密信息。

6.2

The Shareholder shall return to the WOFE, destroy by other proper means, upon the expiration of the agreement and request of the WOFE all documents, materials or software and cease to use any of the Confidential Information.

6.3

Article 6 shall survive after the agreement is ceased or terminated.

股权转让期权协议修改和重述

Amended And Restated Call Option Agreement

7.1

This Agreement has been duly executed by the parties’ authorized representatives and terminates until all the call option under this Agreement has been transferred to WOFE or its designated entities or natural persons.

8.1

All notices shall be in written form and may be delivered either by hand, registered mail, express mail or fax.

8.2

In the case of transmission by facsimile, the transmission shall be deemed delivered upon delivery; In case of delivering face to face, the transmission shall be deemed delivered upon delivery; all notices or communications sent by registered mail shall be deemed delivered Five (5) Business Days from the time of posting.

9.1

The Parties agree and confirm that if any party (the “Breaching Party”) materially breach any terms of this Agreement or unable to perform any obligation under this Agreement, it will constitute a “Breach” act. Other party (the “Observant Party”) shall ask for remedy measures in reasonable time. If the Breaching Party does not perform any remedy measures in the reasonable time required by the Observant Party or within Ten(10) days after the written notice of the Observant Party, then (1) if the shareholders is the breaching party, WOFE can terminate this Agreement and ask for remedies; (2)if WOFE is the breaching party, the observant party shall ask for remedies, but cannot terminate the Agreement.

股权转让期权协议修改和重述

Amended And Restated Call Option Agreement

 

各方同意并确认，如任一现有股东（以下称“违约方”）实质性地违反本协议项下所作的任何一项约定，或实质性地未履行本协议项下的任何一项义务，即构成本协议项下的违约（以下称“违约”），咨询公司有权要求违约方在合理期限内补正或采取补救措施。如违约方在合理期限内或在咨询公司书面通知违约方并提出补正要求后十(10)天内仍未补正或采取补救措施的，则(1)若各股东为违约方，咨询公司有权终止本协议并要求违约方给予损害赔偿；(2)若咨询公司为违约方，守约方有权要求违约方给予损害赔偿，但不得终止本协议。

9.2

The Parties agree and confirm that the Shareholders cannot terminate this agreement under any circumstances and for any reason.

9.3

The rights and remedies designated by this Agreement are accumulative, and do not exclude other rights or remedies under laws and regulations.

9.4

Article 9 shall survive after the agreement is ceased or terminated.

10.1

This Agreement shall be executed in Three (3) original copies and is hold respectively by each Party, and each original copy has the same legal effect.

10.2

The execution, validity, interpretation, performance, amendment, termination and the dispute resolution of this agreement are governed by the laws of PRC.

股权转让期权协议修改和重述

Amended And Restated Call Option Agreement

10.3

This agreement is written in English and Chinese. In the event of any discrepancy between these two versions, the Chinese version shall prevail.

10.4

The Parties shall strive to settle any dispute, conflicts, or compensation claims arising from the interpretation or performance (including any issue relating to the existence, validity and termination) in connection with this Agreement through friendly consultation. In case no settlement can be reached within Thirty (30) day as of one party asked for the settlement, each party can submit such matter to China International Economic and Trade Arbitration Commission (the “CIETAC”) in accordance with its rules. The arbitration award shall be final and conclusive and binding upon the Parties.

10.5

Any right, power or remedy granted to a party by one term of this agreement does not exclude the party from any right, power or remedy granted by other terms or laws and regulations. And one party’s performance of its right, power and remedy does not exclude the party from performing other right, power and remedy.

10.6

No failure or delay by any Party in exercising any right or remedy provided by law or under this Agreement shall impair such right or remedy or operate or be construed as a waiver or variation of it or preclude its exercise at any subsequent time and no single or partial exercise of any such right or remedy shall preclude any other or further exercise of it or the exercise of any other right or remedy.

10.7

The headings are for convenience and under no circumstances; the headings shall affect the interpretation of the articles of the agreement.

10.8

This Agreement is severable. If any clause of this Agreement is judged as invalid or non-enforceable according to relevant PRC Laws, such clause shall be deemed invalid only within the applicable area of the PRC Laws, and without affecting other clauses hereof in any way.

10.9

Each Party, as party to this Agreement and as the respective party to the Proxy Agreement, hereby agrees that this Agreement shall amend, restate, and supersede the Proxy Agreement in all respects.

10.10

Without prior written approval of WOFE, the Shareholders can not transfer, pledge or assign any right, benefit or obligation under this agreement. WOFE can transfer, pledge or assign any right, benefit or obligation under this agreement upon notice of the other parties.

10.11

This agreement is binding to all the parties herein and their respective lawful successors and assignees.

股权转让期权协议修改和重述

Amended And Restated Call Option Agreement

/s/ Mark Tang

/s/ Zhang Dingyou

/s/ Yuan Mingxia

股权转让期权协议修改和重述

Amended And Restated Call Option Agreement

Zhang Dingyou（张丁友）

Yuan Mingxia（袁明霞）

股权转让期权协议修改和重述

Amended And Restated Call Option Agreement