f8k0410ex10ix_silverpearl.htm


     

    Exhibit
10.9

     

     

    SHARE
TRANSFER AGREEMENT

     

     

     

     

    BETWEEN

     

     

     

    Lo
Kan Kwan

     

     

     

    AND

     

     

     

    Peijun
Chen

     

     

     

     

     

     

     

     

    Date:
April 2, 2010

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

     

    THIS
SHARE TRANSFER AGREEMENT (this "Agreement") is made on April
2, 2010 by and among Lo Kan Kwan (the "Transferor") and the
individual listed in Schedule
A hereto (the "Transferee").

     

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

     

    Whereas,
the Transferor holds 50,000 ordinary shares in Chance Brilliant Holdings Limited
(the "Company") and is the sole registered shareholder of the Company; the
Company is one of the registered shareholders of Delight Reward Limited, a
British Virgin Islands Company, which intends to complete a business combination
with a public shell company traded on the Over the Counter Bulletin Board (the
"Listed
Company").

     

    Whereas,
the Transferee has contributed to the wealth growth of the Transferor through
the growth of the Company, the Listed Company, Delight Reward Limited and their
PRC subsidiaries and affiliates (collectively with the Company, the "Group"). In consideration of
the Transferee' contributions and as an incentive to the Transferee to continue
his/her commitment to the Group, the Transferor has agreed to grant to the
Transferee, and the Transferee has agreed to accept from the Transferor, an
option (the "Option") to
purchase certain number of ordinary shares of the Company currently held by the
Transferor (the "Option
Shares") as set forth in Schedule A hereto, on the
terms and subject to the conditions set out in this Agreement.

     

    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:

     

    
      	1.           
      DEFINITIONS


    

     

    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:

     

    "Acquisition" means the
transaction wherein the Listed Company will acquire 100% equity interest
(whether directly or through its subsidiaries) of the Ningbo Keyuan Plastics
Co., Ltd.

     

    "Alternate Exercise Price"
means the exercise price to be paid by a Transferee to the Transferor in
respect of the Option Shares issued to such Transferee as set forth opposite
his/her name in Schedule
A in the event that the Performance Targets (as defined herein) have not
been met by the Group;

     

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

     

    "China" or "PRC" means the People's
Republic of China, and for purpose of this Agreement, excluding the Hong Kong
Special Administrative Region, the Macao Special Administrative Region and the
island of Taiwan;

     

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

     

    "Completion" means the
completion of the sale to and purchase by the Transferee of the Option Shares
under this Agreement; accruing
to or in consequence of the Option Shares from the Effective Date to the
Completion Date, including without limitation the Dividends.

     

    
      
         


      

      
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    "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 Transferor);

     

    "Effective
Date" means the date of this Agreement;

     

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

     

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

     

    "Exercise
Price" means the exercise
price to be paid by a Transferee to the Transferor in respect of the Option Shares issued to
such Transferee as set forth opposite his/her name in Schedule
A;

     

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

     

    "Option
Effective Dates" have the meaning ascribed to them in Clause
2.3;

     

    "Performance
Targets" have the meaning ascribed to them in Clause 3;

     

    "RMB"
means the lawful currency of China;

     

    "Transfer Notice" means the notice substantially
in the form set out in Part II
of Schedule
B; "US$" or "United States Dollar"
means the lawful currency of the United States of America.

     

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


    

     

    
      
        	 	

                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;

              
	 	 	 
	 	

                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;

              
	 	 	 
	 	1.2.3	the words "written"
      and "in writing" include any means of visible
    reproduction;
	 	 	 
	 	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
	 	 	 
	 	1.2.5	any reference to a
      time of day is a reference to China time unless provided
    otherwise.


      

    

     

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


    

     

    
      
         


      

      
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      	2.	OPTION
	 	 
	2.1.	Option: In
      consideration of the contributions which the Transferee has made to the
      Group and their
      continuing commitment to
      the Group, the Transferor hereby irrevocably and unconditionally
      grants to the Transferee the Option for such Transferee to acquire from
      the Transferor, at the Exercise Price or the Alternative Exercise Price,
      at any time during the Exercise Period (defined below) any or all of the
      Option Shares set forth opposite his/her name 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.
	 	 
	2.2.	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:
	 	 
	 	The
      Option Shares subject to the Option shall vest at the rate of one-third
      (1/3) per Performance Period (as defined in Exhibit
A).
	 	 
	2.3.	Exercise
      Period: Once the Acquisition has been completed or abandoned
      pursuant to the terms of the definitive agreement
      regarding the Acquisition, the Option shall be exercisable in accordance with and on the dates
      set forth in Exhibit
      A (the "Option
      Effective Dates"). Subject to the vesting schedule
      set forth in Section 2.2 of this Agreement, the Option may be exercised by any Transferee (or
      his/her Nominee on behalf of the Transferee) at any time following the Option Effective
      Date ("Exercise
      Period").
	 	 
	2.4.	Nominees: Each
      of the Transferee may, at any time during the Exercise Period, at his/her
      sole discretion,
      nominate one or more person(s) (each a "Nominee")
      to be the transferee(s) of whole or part of his/her Option, who
      shall hold and/or exercise the transferred Option on behalf of the
      Transferee.
	 	 
	2.5.	Exercise
      Notice: The Option may be exercised by any Transferee or his/her
      Nominee(s), in whole
      or in part, at any time during the Exercise Period, by serving an Exercise
      Notice on the Transferor.
	 	 
	2.6.	Exercise: The
      Transferor agrees that he shall, upon receipt of the Exercise Notice and
      payment
      of either the Exercise Price or the Alternative Exercise Price, depending
      on whether the Performance Targets have been met, issue to the
      Transferee(s) (or his/her 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 PRC laws and
      regulations and the Transferee(s) (or his/her Nominee(s), as the case may
      be) shall complete any and all approval or registration procedures
      regarding the exercise of his/her Option at PRC competent authorities in
      accordance with applicable PRC laws and regulations.
	 	 
	2.7.	Transfer
      Notice: In case that any Transferee transfers any or all of his/her
      Option to one or more
      Nominee(s) in accordance with Clause 2.4 above, the Transferee shall serve
      a Transfer Notice on the Transferor.
	 	 
	2.8.	Transfer to
      Nominees: The Transferor 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 the Options specified in the Transfer Notice.
	 	 
	 	Upon
      exercise by any Nominee(s) of the transferred Option on behalf of the
      Transferee, the Transferee
      shall serve the Exercise Notice on the Transferor in his/her own name for
      the exercising
      Nominee(s). Upon receipt of such Exercise Option, the Transferor shall
      issue to such
      Nominee(s) any and all of the relevant Option Shares in the same manner as
      specified in Clause 2.6.


    

     

    
      
         


      

      
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      	2.9.	Payment of Exercise
      Price: Upon Exercise of the Option in whole or in part, the
      exercising Transferee
      (or his/her Nominee(s), as the case may be) shall pay the Exercise Price
      to the Transferor.
	 	 
	2.10.	The Transferor's
      Obligation upon Exercise: The Transferor agrees that upon the
      Exercise of any Option by any Transferee (or his/her Nominee(s)), he shall
      cause and procure the number of Option Shares provided in the Exercise
      Notice to be transferred to such exercising Transferee (or his/her
      Nominee(s)) within seven (7) Business Days after the date of the Exercise
      Notice.
	 	 
	3.	PERFORMANCE
      TARGET AND CONDITION PRECEDENT
	 	 
	3.1.	The
      obligation of the Transferor to effect the Option and the transfer of the
      Option Shares at the
      Exercise Price to an exercising Transferee upon his/her Exercise of the
      Option shall be subject to the fulfilment of the conditions set forth in
      Exhibit A hereto
      (the "Performance
      Targets"). In the event that the Group does not achieve the
      Performance Targets specified in Exhibit A, then the Transferee may
      exercise the Option at the Alternative Exercise Price on the date at which
      the Option would have otherwise been exercisable had the Performance
      Targets been met.
	 	 
	4.	INFORMATION, DISTRIBUTIONS AND
      ADJUSTMENTS
	 	 
	4.1.	Information:
      The Transferee (the "Requesting Transferee")
      shall be entitled to request from the
      Transferor at any time before the Completion, a copy of any information
      received from the Group which may be in the possession of the Transferor
      and, upon such request, the Transferor shall provide such information to
      the Requesting Transferee(s).
	 	 
	4.2.	Distributions:
      The Transferor agrees that the Transferee shall be entitled to all the
      Distributions
      in respect of his/her Option Shares. In the event that any
      such Distributions have been received by the Transferor for any reason,
      the Transferor shall, at the request of the relevant Transferee, pay an
      amount equivalent to the Distributions received by him/her to such
      Transferee at the time of the Option Exercise by the
      Transferee.
	 	 
	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 to be issued to the Transferee
      upon Exercise shall be adjusted accordingly to take into account such
      adjustment.
	 	 
	5. 	COMPLETION
	 	 
	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 exercising Transferee(s) on
      the Completion Date.
	 	 
	5.2.	Business at
      Completion: At Completion of each Exercise, all (but not part only)
      of the following
      shall be transacted:


    

     

    
      	 	5.2.1	the exercising
      Transferee shall pay the Exercise Price to the Transferor in
    cash;
	 	 	 
	 	5.2.2	the Transferor shall
      cause the Company to within seven (7) Business Days after the date of
      Exercise Notice, deliver to the exercising Transferee(or his/her
      Nominee(s), same below) the following documents and take all corporate
      actions necessary to give effect to such
delivery:


    

     

    
      
         


      

      
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              (a)  

            	
              a
      share certificate or share certificates in respect of the number of the
      Option Shares exercised by such exercising
  Transferee;

            


    

     

    
      	
              (b)  

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

            


    

     

    
      	
              (c)  

            	
              any
      other documents as the exercising Transferee may reasonably believe
      necessary to give effect to the issuance of the exercised Option
      Shares.

            


    

     

    
      	6.	CONFIDENTIALITY
	 	 
	 	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.
	 	 
	7.	TRANSFEROR'S
      UNDERTAKINGS
	 	 
	 	Without
      the prior written consent of the Transferee, the Transferor shall vote his
      shares in the Company such that the Company and any other member of the
      Group shall not, (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 any member of the Group, or other similar
      equivalent arrangements, (ii) alter the shareholding structure of any
      member of the Group, (iii) cancel or otherwise alter the Option Shares,
      (iv) amend the register of members or the memorandum and articles of
      association of any member of the Group, (v) liquidate or wind up any
      member of the Group, or (vi) act or omit to act in such a way that would
      be detrimental to the interest of the Transferee in the Option Shares. The
      Transferor shall cause the Company to disclose to the Transferee true
      copies of all the financial, legal and commercial documents of any member
      of the Group and the resolutions of the shareholders and the board of
      directors.
	 	 
	8.	MISCELLANEOUS
	 	 
	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.


    

     

    
      
         


      

      
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      	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.
	 	 
	8.6	Severability of
      Provisions: If any provision of this Agreement is held to be
      illegal, invalid or unenforceable
      in whole or in part in any jurisdiction, this Agreement shall, as to such
      jurisdiction, continue to be valid as to its other provisions and the
      remainder of the affected provision; and the legality, validity and
      enforceability of such provision in any other jurisdiction shall be
      unaffected.
	 	 
	8.7.	Governing Law:
      This Agreement shall be governed by, and construed in accordance with, the
      laws
      of the British Virgin Islands.
	 	 
	8.8.	Dispute
      Resolution: In the event of any dispute, claim or difference (the
      "Dispute") between any
      Parties arising out of or in connection with this Agreement, the Dispute
      shall be resolved in accordance with the
  following:


    

     

    
      	
              (a)  

            	
              Negotiation
      between Parties; Mediations. The Parties agree to negotiate in good
      faith to resolve any Dispute. If the negotiations do not resolve the
      Dispute to the reasonable satisfaction of all parties within thirty (30)
      days, subsection (b) below shall
apply.

            


    

     

    
      	
              (b)  

            	
              Arbitration.
      In the event the Parties are unable to settle a Dispute in
      accordance with subsection (a) above, such Dispute shall be referred to
      and finally settled by arbitration at Hong Kong International Arbitration
      Centre in accordance with the UNCITRAL Arbitration Rules (the "UNCITRAL
      Rules") then in effect, which rules are deemed to be incorporated
      by reference into this subsection (b). The arbitration tribunal shall
      consist of three arbitrators to be appointed according to the UNCITRAL
      Rules. The language of the arbitration shall be
  English.

            


    

     

    
      	8.9.	Counterparts:
      This Agreement may be signed in any number of counterparts, all of which
      taken
      together shall constitute one and the same instrument. Any Party hereto
      may enter into this Agreement by signing any such
      counterpart.


    

     

     

    [SIGNATURE
PAGE(S) FOLLOW]

     

    
      
         


      

      
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    IN
WITNESS WHEREOF
the Parties hereto have executed this Agreement on the date first above
written.

     

     

    
      	The Transferor	 
	 	 	 
	 	 	 
	By: 
      /s/
      Lo Kan
      Kwan                                  
      	 
	Name:	Lo Kan
Kwan	 
	 	 	 
	 	 	 
	The
      Transferee	 
	 	 	 
	 	 	 
	By:  /s/ Mr. Peijun
      Chen                             
      	 
	Name: 	Mr. Peijun
      Chen	 


    

     

     

     

     

    
       

       [SIGNATURE
PAGE TO INCENTIVE OPTION AGREEMENT]