Goldenway, Inc.: Exhibit 10.2 - Filed by newsfilecorp.com











INDEMNIFICATION AGREEMENT




This Indemnification Agreement, dated as of March 29, 2012, is made by and between GOLDENWAY, INC., a Nevada corporation (the “Company”), and KELVIN HEY WAH TANG, a director of the Company (the “Indemnitee”).


RECITALS




A. The Company and the Indemnitee recognize that the present state of the law is too uncertain to provide the Company’s officers and directors with adequate and reliable advance knowledge or guidance with respect to the legal risks and
potential liabilities to which they may become personally exposed as a result of performing their duties for the Company;


B. The Company and the Indemnitee are aware of the substantial growth in the number of lawsuits filed against corporate officers and directors in connection with their activities in such capacities and by reason of their status as such;


C. The Company and the Indemnitee recognize that the cost of defending against such lawsuits, whether or not meritorious, is typically beyond the financial resources of most officers and directors of the Company;


D. The Company and the Indemnitee recognize that the legal risks and potential liabilities, and the threat thereof, associated with proceedings filed against the officers and directors of the Company bear no reasonable relationship to the amount of
compensation received by the Company’s officers and directors;


E. The Company, after reasonable investigation prior to the date hereof, has determined that the liability insurance coverage available to the Company as of the date hereof is inadequate, unreasonably expensive or both. The Company believes,
therefore, that the interest of the Company and its current and future stockholders would be best served by a combination of (i) such insurance as the Company may obtain pursuant to the Company’s obligations hereunder and (ii) a contract with
its officers and directors, including the Indemnitee, to indemnify them to the fullest extent permitted by law (as in effect on the date hereof, or, to the extent any amendment may expand such permitted indemnification, as hereafter in effect)
against personal liability for actions taken in the performance of their duties to the Company;


F. The Nevada Revised Statutes (the “NRS”) generally empowers Nevada corporations to indemnify a director from individual liability to the corporation, its stockholders or creditors for any damages as a result of any act or failure to act,
both as to action in his or her official capacity and as to action in another capacity while holding such office;


G. The Company's Certificate of Incorporation authorizes the indemnification of the officers and directors of the Company in accordance with the NRS;


H. The Company desires and has requested the Indemnitee to serve or continue to serve as a director or officer of the Company, free from undue concern for the risks and potential liabilities associated with such services to the Company; and


I. The Indemnitee is willing to serve, or continue to serve, the Company, provided, and on the expressed condition, that the Indemnitee is furnished with the indemnification provided for herein.











AGREEMENT




NOW, THEREFORE, the Company and the Indemnitee agree as follows:


1. Definitions.


(a) “Expenses” means, for the purposes of this Agreement, all direct and indirect costs of
any type or nature whatsoever (including, without limitation, any fees and disbursements of Indemnitee’s counsel, accountants and other experts and other out-of-pocket costs) actually and reasonably incurred by the Indemnitee in connection with
the investigation, preparation, defense or appeal of a Proceeding; provided, however, that Expenses shall not include judgments, fines, penalties or amounts paid in settlement of a Proceeding.


(b) “Proceeding” means, for the purposes of this Agreement, any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative (including an action brought by or in the right of the
Company) in which the Indemnitee may be or may have been involved as a party or otherwise, by reason of the fact that the Indemnitee is or was a director or officer of the Company, by reason of any action taken by her or of any inaction on his or
her part while acting as such director or officer or by reason of the fact that he or she is or was serving at the request of the Company as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint
venture, trust or other enterprise, or was a director or officer of the foreign or domestic corporation which was a predecessor corporation to the Company or of another enterprise at the request of such predecessor corporation, whether or not the
Indemnitee is serving in such capacity at the time any liability or expense is incurred for which indemnification or reimbursement can be provided under this Agreement.


2. Agreement to Serve. The Indemnitee agrees to serve or continue to serve as an officer of the Company to the best of his or her abilities at the will of the Company or under separate contract, if such contract exists, for so long as the
Indemnitee is duly elected or appointed and qualified or until such time as the Indemnitee tenders resignation in writing. Nothing contained in this Agreement is intended to create in the Indemnitee any right to continued employment. 


3. Indemnification. 


(a) Third Party Proceedings. The Company shall indemnify the Indemnitee against
Expenses, judgments, fines, penalties or amounts paid in settlement (if the settlement is approved in advance by the Company) actually and reasonably incurred by Indemnitee in connection with a Proceeding (other than a Proceeding by or in the right
of the Company) if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe
Indemnitee's conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of NOLO CONTENDERE or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good
faith and in a manner which the Indemnitee reasonably believed to be in the best interests of the Company, or, with respect to any criminal Proceeding, had no reasonable cause to believe that the Indemnitee's conduct was unlawful.


(b) Proceedings by or in the Right of the Company. To the fullest extent permitted by law, the Company shall indemnify the Indemnitee against Expenses and amounts paid in settlement, actually and reasonably incurred by the Indemnitee in
connection with a Proceeding by or in the right of the Company to procure a judgment in its favor if the Indemnitee acted in good faith and in a manner the
Indemnitee reasonably believed to be in the best interests of the Company and its stockholders. Notwithstanding the foregoing, no indemnification shall be made in respect of any claim, issue or matter as to which the Indemnitee shall have been
adjudged liable to the Company in the performance of the Indemnitee's duty to the Company and its stockholders unless and only to the extent that the court in which such action or Proceeding is or was pending shall determine upon application that,
in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for Expenses and then only to the extent that the court shall determine.











(c) Scope. Notwithstanding any other provision of this Agreement but subject to Section 14(b), the Company shall indemnify the Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically
authorized by other provisions of this Agreement, the Company's Articles of Incorporation, the Company's Bylaws or by statute.


4. Limitations on Indemnification. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement: 


(a) Excluded Acts. To indemnify the Indemnitee for any acts or omissions or transactions from which a director may not be relieved of liability excepted under the NRS or other applicable law;


(b) Excluded Indemnification Payments. To indemnify or advance Expenses in violation of any prohibition or limitation on indemnification under the statutes, regulations or rules promulgated by the State of Nevada or any other state or federal
regulatory agency having jurisdiction over the Company;


(c) Claims Initiated by Indemnitee. To indemnify or advance Expenses to the Indemnitee with respect to Proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings
brought to establish or enforce a right to indemnification under this Agreement or any other statute or law, but such indemnification or advancement of Expenses may be provided by the Company in specific cases if the Board of Directors has approved
the initiation or bringing of such suit;


(d) Lack of Good Faith. To indemnify the Indemnitee for any Expenses incurred by the Indemnitee with respect to any Proceeding instituted by the Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction
determines that each of the material assertions made by the Indemnitee in such Proceeding was not made in good faith or was frivolous; 


(e) Insured Claims. To indemnify the Indemnitee for Expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) which have been paid
directly to or on behalf of the Indemnitee by an insurance carrier under a policy of directors’ and officers’ liability insurance maintained by the Company or any other policy of insurance maintained by the Company or the Indemnitee;
or


(f) Claims Under Section 16(b). To indemnify the Indemnitee for Expenses and the payment of profits arising from the purchase and sale by the Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as
amended, or any similar successor statute. 


5. Determination of Right to Indemnification. Upon receipt of a written claim addressed to the Board of Directors for indemnification pursuant to Section 3, the Company shall determine by any of the methods set forth in the NRS whether the
Indemnitee has met the applicable standards of conduct which makes it permissible under applicable law to indemnify the Indemnitee. If a claim under Section 3 is not paid in full by the Company within one hundred and twenty (120) days after such
written claim has been received by the Company, the Indemnitee may at any time
thereafter bring suit against the Company to recover the unpaid amount of the
claim and, unless such action is dismissed by the court as frivolous or brought
in bad faith, the Indemnitee shall be entitled to be paid also the expense of
prosecuting such claim. The court in which such action is brought shall
determine whether the Indemnitee or the Company shall have the burden of proof
concerning whether the Indemnitee has or has not met the applicable standard of
conduct.






6. Advancement and Repayment of Expenses. Subject to
Section 4 hereof, the Expenses incurred by Indemnitee in defending and
investigating any Proceeding shall be paid by the Company in advance of the
final disposition of such Proceeding within 30 days after receiving from the
Indemnitee the copies of invoices presented to the Indemnitee for such Expenses,
if the Indemnitee shall provide an undertaking to the Company to repay such
amount to the extent it is ultimately determined that the Indemnitee is not
entitled to indemnification. In determining whether or not to make an advance
hereunder, the ability of the Indemnitee to repay shall not be a factor.
Notwithstanding the foregoing, in a proceeding brought by the Company directly,
in its own right (as distinguished from an action bought derivatively or by any
receiver or trustee), the Company shall not be required to make the advances
called for hereby if the Board of Directors determines, in its sole discretion,
that it does not appear that the Indemnitee has met the standards of conduct
which make it permissible under applicable law to indemnify the Indemnitee and
the advancement of Expenses would not be in the best interests of the Company
and its stockholders.

7. Partial Indemnification. If the Indemnitee is
entitled under any provision of this Agreement to indemnification or advancement
by the Company of some or a portion of any Expenses or liabilities of any type
whatsoever (including, but not limited to, judgments, fines, penalties, and
amounts paid in settlement) incurred by him in the investigation, defense,
settlement or appeal of a Proceeding, but is not entitled to indemnification or
advancement of the total amount thereof, the Company shall nevertheless
indemnify or pay advancements to the Indemnitee for the portion of such Expenses
or liabilities to which the Indemnitee is entitled. 

8. Notice to Company by Indemnitee. The Indemnitee shall
notify the Company in writing of any matter with respect to which the Indemnitee
intends to seek indemnification hereunder as soon as reasonably practicable
following the receipt by the Indemnitee of written notice thereof; provided,
however, that any delay in so notifying the Company shall not constitute a
waiver by the Indemnitee of her rights hereunder. The written notification to
the Company shall be addressed to the Board of Directors and shall include a
description of the nature of the Proceeding and the facts underlying the
Proceeding and be accompanied by copies of any documents filed with the court in
which the Proceeding is pending. In addition, the Indemnitee shall give the
Company such information and cooperation as it may reasonably require and as
shall be within the Indemnitee’s power.

9. Maintenance of Liability
  Insurance.

(a) Subject to Section 4 hereof, the Company hereby agrees that
so long as the Indemnitee shall continue to serve as a director of the Company
and thereafter so long as the Indemnitee shall be subject to any possible
Proceeding, the Company, subject to Section 9(B), shall use reasonable
commercial efforts to obtain and maintain in full force and effect directors’
and officers’ liability insurance (“D&O Insurance”) which provides
the Indemnitee the same rights and benefits as are accorded to the most
favorably insured of the Company’s directors.

(b) Notwithstanding the foregoing, the Company shall have no
obligation to obtain or maintain D&O Insurance if the Company determines in
good faith that such insurance is not reasonably available, the premium costs
for such insurance are disproportionate to the amount of coverage provided, the coverage provided by such insurance is limited by
exclusions so as to provide an insufficient benefit, or the Indemnitee is
covered by similar insurance maintained by a subsidiary or parent of the
Company.




(c) If, at the time of the receipt of a notice of a claim
pursuant to Section 8 hereof, the Company has D&O Insurance in effect, the
Company shall give prompt notice of the commencement of such Proceeding to the
insurers in accordance with the procedures set forth in the respective policies.
The Company shall thereafter take all necessary or desirable action to cause
such insurers to pay, on behalf of the Indemnitee, all amounts payable as a
result of such Proceeding in accordance with the terms of such policies. 

10. Defense of Claim. In the
event that the Company shall be obligated under Section 6 hereof to pay the
Expenses of any Proceeding against the Indemnitee, the Company, if appropriate,
shall be entitled to assume the defense of such Proceeding, with counsel
approved by the Indemnitee, which approval shall not be unreasonably withheld,
upon the delivery to Indemnitee of written notice of its election to do so.
After delivery of such notice, approval of such counsel by the Indemnitee and
the retention of such counsel by the Company, the Company will not be liable to
the Indemnitee under this Agreement for any fees of counsel subsequently
incurred by the Indemnitee with respect to the same Proceeding, provided that
(i) the Indemnitee shall have the right to employ counsel in any such Proceeding
at Indemnitee’s expense; and (ii) if (A) the employment of counsel by the
Indemnitee has been previously authorized by the Company, or (B) the Indemnitee
shall have reasonably concluded that there may be a conflict of interest between
the Company and the Indemnitee in the conduct of such defense or (C) the Company
shall not, in fact, have employed counsel to assume the defense of such
Proceeding, then the fees and expenses of the Indemnitee’s counsel shall be at
the expense of the Company.

11. Attorneys' Fees. In the
event that the Indemnitee or the Company institutes an action to enforce or
interpret any terms of this Agreement, the Company shall reimburse the
Indemnitee for all of the Indemnitee’s reasonable fees and expenses in bringing
and pursuing such action or defense, unless as part of such action or defense, a
court of competent jurisdiction determines that the material assertions made by
the Indemnitee as a basis for such action or defense were not made in good faith
or were frivolous.

12. Continuation of Obligations.
All agreements and obligations of the Company contained herein shall continue
during the period the Indemnitee is a director or officer of the Company, or is
or was serving at the request of the Company as a director, officer, fiduciary,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, and shall continue thereafter so long as the Indemnitee shall
be subject to any possible proceeding by reason of the fact that the Indemnitee
served in any capacity referred to herein.

13. Successors and Assigns. This
Agreement establishes contract rights that shall be binding upon, and shall
inure to the benefit of, the successors, assigns, heirs and legal
representatives of the parties hereto.

14. Non-Exclusivity.

(a) The provisions for indemnification and advancement of
expenses set forth in this Agreement shall not be deemed to be exclusive of any
other rights that the Indemnitee may have under any provision of law, the
Company’s Articles of Incorporation or Bylaws, the vote of the Company’s
stockholders or disinterested directors, other agreements or otherwise, both as
to action in the Indemnittee’s official capacity and action in another capacity
while occupying the Indemnitee’s position as a director or officer of the
Company.




(b) In the event of any changes, after the date of this
Agreement, in any applicable law, statute, or rule which expand the right of a
Nevada corporation to indemnify its officers and directors, the Indemnitee’s
rights and the Company’s obligations under this Agreement shall be expanded to
the full extent permitted by such changes. In the event of any changes in any
applicable law, statute or rule, which narrow the right of a Nevada corporation
to indemnify a director or officer, such changes, to the extent not otherwise
required by such law, statute or rule to be applied to this Agreement, shall
have no effect on this Agreement or the parties’ rights and obligations
hereunder.

15. Effectiveness of Agreement.
To the extent that the indemnification permitted under the terms of certain
provisions of this Agreement exceeds the scope of the indemnification provided
for in the Nevada General Corporations Law, such provisions shall not be
effective unless and until the Company’s Articles of Incorporation authorize
such additional rights of indemnification. In all other respects, the balance of
this Agreement shall be effective as of the date set forth on the first page and
may apply to acts of omissions of the Indemnitee which occurred prior to such
date if the Indemnitee was an officer, director, employee or other agent of the
Company, or was serving at the request of the Company as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, at the time such act or omission occurred.

16. Severability. Nothing in
this Agreement is intended to require or shall be construed as requiring the
Company to do or fail to do any act in violation of applicable law. The
Company’s inability, pursuant to court order, to perform its obligations under
this Agreement shall not constitute a breach of this Agreement. The provisions
of this Agreement shall be severable as provided in this Section 16. If this
Agreement or any portion hereof shall be invalidated on any ground by any court
of competent jurisdiction, then the Company shall nevertheless indemnify the
Indemnitee to the full extent permitted by any applicable portion of this
Agreement that shall not have been invalidated, and the balance of this
Agreement not so invalidated shall be enforceable in accordance with its
terms.

17. Release The Company and its
officers, directors, employees, agents, counsels, accountants, affiliates and
heirs hereby releases and forever discharges Indemnitee from any all claims,
demands, judgments, proceedings, causes of action, orders, obligations,
contracts, agreements, liens, accounts, costs and expenses (including attorney’s
fees and court costs), debts and liabilities whatsoever, whether known or
unknown, suspected or unsuspected, matured or unmatured, both at law (including
federal and state securities laws) and in equity, which the Company or any of
its respective affiliates and/or heirs now have, have ever had against
Indemnitee arising contemporaneously with or prior to the date hereof or on
account of or arising out of any matter, cause, event or omission of any kind or
nature occurring contemporaneously with or prior to the date hereof, in
connection with my fulfillment of Indemnitee’s duties as a director, if
Indemnitee acted in good faith and in a manner reasonably believed to be in the
best interests of the Company, and, with respect to any criminal action or
proceeding, involving conduct for which had no reasonable cause to believe was
unlawful; and the Company hereby irrevocably covenants to refrain from, directly
or indirectly, asserting any claim or demand, or commencing, instituting or
causing to be commenced, any proceeding of any kind against Indemnitee, based
upon any matter purported to be released hereby.

18. Governing Law. This
Agreement shall be interpreted and enforced in accordance with the laws of the
State of Nevada, without reference to its conflict of law principals. To the
extent permitted by applicable law, the parties hereby waive any provisions of
law which render any provision of this Agreement unenforceable in any respect.


19. Notices. All notices,
requests, demands and other communications under this Agreement shall be in
writing and shall be deemed duly given (i) if delivered by hand and receipted
for by the party addressee or (ii) if mailed by certified or registered mail
with postage prepaid, on the third business day after the mailing date.
Addresses for notice to either party are as shown on the signature page of this
Agreement, or as subsequently modified by written notice.




20. Mutual Acknowledgment. Both
the Company and the Indemnitee acknowledge that in certain instances, federal
law or applicable public policy may prohibit the Company from indemnifying its
directors and officers under this Agreement or otherwise. The Indemnitee
understands and acknowledges that the Company has undertaken or may be required
in the future to undertake with the appropriate state or federal regulatory
agency to submit for approval any request for indemnification, and has
undertaken or may be required in the future to undertake with the Securities and
Exchange Commission to submit the question of indemnification to a court in
certain circumstances for a determination of the Company’s right under public
policy to indemnify the Indemnitee.

21. Counterparts. This Agreement
may be executed in one or more counterparts, each of which shall constitute an
original.

22. Amendment and Termination.
No amendment, modification, termination or cancellation of this Agreement shall
be effective unless in writing signed by both parties hereto.

[Signature Page Follows]

 

 

 

 







IN WITNESS WHEREOF, the parties have executed this Agreement as
of the day and year set forth above.

 

	COMPANY:	 	INDEMNITEE:
	 	 	 
	GOLDENWAY, INC.	 	 
	 	 	 
	By: /s/ Ricky Wai
      Lam Lai 	 	/s/
      Kelvin Hey Wah Tang 
	Name: Ricky Wai Lam Lai 	 	Name: Kelvin Hey Wah Tang 
	Title: Chief Executive Officer 	 	  
	  	 	  
	Address:
    _________________________________________	 	Address: _____________________________

	Suites 3702-04, 37/F, Tower 6, The Harbour City, 	 	7C Villa Esplanada, Block 6 
	TST, Kowloon, HK 	 	Tsing Yi, HK