Exhibit 10.1


 


UNIVERSAL TRAVEL GROUP


 


February 1, 2012


 


To:


 


Ms. Moling Shang


Room 102, Unit , Building 7,


No. 16 Ganyangshu A North 4th Ring East,


Chaoyang District,


Beijing, 100101, China


 


Dear Ms. Shang:


 


This is to confirm the terms of your appointment
as a Non-Executive Director of the Universal Travel Group (the “Company”).


 


Overall, in terms of time commitment, we expect
your attendance at all the Board of Directors (the “Board”) meetings, meetings of the audit, compensation
and nomination committees of the Board (as applicable) and the General Meetings (if requested). In addition, you will be expected
to devote appropriate preparation time ahead of each meeting. Board meetings may be held within or outside the United States of
America as the Company may decide.


 


By accepting this appointment, you have confirmed
that you are able to allocate sufficient time to meet the expectations of this position.


 


For and in consideration of the services to
be performed by you, Company agrees to pay you as follows:


 


1.1Fee. A monthly fee equal
to an amount of US$2,000 (Two Thousand U.S. Dollars), payable on a monthly basis, subject to your continuous service as a member
of the Board (the “Monthly Fee”).


 


1.2Options: Eligibility
to receive stock options or other equity-based incentives as the discretion of the compensation committee of the Board of Directors.


 


1.3Company agrees to reimburse you for out-of-pocket
expenses incurred by you in connection with your service (including out-of-pocket expenses and transportation expenses, provided
that such expenses are against original and valid receipts and pre-approved by the Company in writing (the “Expenses”).


 


1.4Payment of the Expenses, as applicable,
shall be made against your itemized invoice following the receipt of the relevant invoice, which invoice shall be submitted to
the Company within Seven (7) days of the end of each calendar month during the term of this letter of appointment.


 


1.5For the avoidance of any doubt, the
Fee and the aforementioned Expenses constitute the full and final consideration for your appointment, and you shall not be entitled
to any additional consideration, of any form, for your appointment and service.


 


2.The term of your appointment as a Non-Executive
Director of the Company shall be for one year or until the next Annual Meeting of Stockholders.


 






    	 



    	 



    
 


3.You will undertake such travelling
as may reasonably be necessary for the performance of your duties, including travelling overseas for Board meetings and site visits
if required.


 


4.You
will undertake such duties and powers relating to the Company, and any subsidiaries or associated companies of the Company (the “Group”) as the Board may from time to time reasonably request. Directors
have the same general legal responsibilities to the Company as any other director. The Board as a whole is collectively responsible
for promoting the success of the Company by directing and supervising the Company’s affairs, inter alia, as follows:


 


	·		Providing entrepreneurial leadership of the Group within a framework of prudent and
effective controls which enable risk to be assessed and managed; and



	·		Setting the Group’s strategic aims, ensures that the necessary financial and
human resources are in place for the Group to meet its objectives and reviews management performance; and



	·		Setting the Group’s values and standards and ensures that its obligations to
its shareholders and others are understood and met.



 


5.Confidential
Information


 


You undertake to the Company that you shall
maintain in strict confidentiality all trade, business, technical or other information regarding the Company, the Group, its affiliated
entities and their business affairs including, without limitation, all marketing, sales, technical and business know-how, intellectual
property, trade secrets, identity and requirements of customers and prospective customers, the Company’s methods of doing
business and any and all other information relating to the operation of the Company (collectively, the “Confidential Information”).
You shall at no time disclose any Confidential Information to any person, firm, or entity, for any purpose unless such
disclosure is required in order to fulfill your responsibilities as director. You further undertake that you shall not use such
Confidential Information for personal gain.


 


“Confidential Information”
shall not include information that (i) is or becomes part of the public domain other than as a result of disclosure by you, (ii)
becomes available to you on a non-confidential basis from a source other than the Company, provided that the source is not bound
with respect to that information by a confidentiality agreement with the Group or is otherwise prohibited from transmitting that
information by a contractual legal or other obligation, or (iii) can be proven by you to have been in your possession prior to
disclosure of the information by the Company. In the event that you are requested or required (by oral questions, interrogatories,
requests for information or documents, subpoena, civil investigative demand or other process) to disclose any Confidential Information,
it is agreed that you, to the extent practicable under the circumstances, will provide the Company with prompt notice of any such
request or requirement so that the Company may seek an appropriate protective order or waive compliance with this paragraph 6.
If a protective order or the receipt of a waiver hereunder has not been obtained, you may disclose only that portion of the Confidential
Information which you are legally compelled to disclose.


 


Blackout Period. You understand
that we have a policy pursuant to which no officer, director or key executive may not engage in transactions in our stock during
the period commencing two weeks prior to the end of a fiscal quarter and ending the day after the financial information for the
quarter and year have been publicly released. As a member of the audit committee, if you have information concerning our financial
results at any time, you may not engage in transactions in our securities until the information is publicly disclosed.


 






    	 



    	 



    
 


 


6.Term and Termination


 


6.1Subject to paragraph 6.2 hereunder, this appointment
shall terminate immediately and without claim for compensation on the occurrence of any of the following events:


 


6.1.1if you resign as a director of the Company
for any reason; and/or


 


6.1.2if this appointment is cancelled by the
holder or the holders of the shares by which you were appointed; and/or


 


6.1.3if you were appointed by other directors
in order to temporary fill vacancy on the Board and said appointment is cancelled by the Board; and/or


 


6.1.4if you are removed or not re-appointed
as a director of the Company at a General Meeting of the Company in accordance with the requirements of the Nevada Corporate Law
and/or any other applicable law or regulation (the “Law”) and/or the Company’s Articles of association; and/or


 


6.1.5if you have been declared bankrupt or
made an arrangement or composition with or for the benefit of your creditors; and/or


 


6.1.6if you have been disqualified from acting
as a director (including, but not limited to, an event in which you are declared insane or become of unsound mind or become physically
incapable of performing your functions as director for a period of at least 60 days); and/or


 


6.1.7with your death and if you are a corporation
or either entity, with your liquidation.


 


6.1.8if an order of a court having jurisdiction
over the Company requires you to resign.


 


6.2Any termination of this letter of appointment
shall be without payment of damages or compensation (except that you shall be entitled to any accrued Fees or Expenses properly
incurred under the terms of this letter of appointment prior to the date of such termination).


 


7.The Company has put directors’
and officers’ liability insurance in place and will use commercial reasonable effort to maintain such cover for the full
term of your appointment.


 


8.On termination of this appointment, you
shall return all property belonging to a Group company, together with all documents, papers, disks and information, howsoever stored,
relating to a Group company and used by you in connection with this position with the Company.


 


9.Subject to the proper performance of
your obligations to the Company under this letter of appointment and any applicable law, the Company agrees that you will be free
to accept other appointments and directorships provided that:


 


		·	They do not in any way conflict with the interests of the Company or any member of the Group; and



 


		·	They do not restrict you from devoting the necessary time and attention properly to services to
be performed under this letter of appointment; and



 


 



    	 



    	 



    



 


		·	In the event that you become aware of any potential conflicts of interest, these must be disclosed
to the Chairman and/or the Chief Executive Officer (the “CEO”) of the Company as soon as they become apparent.



 


10.The performance of individual directors
and the Board and its committees is evaluated annually. If, in the interim, there are any matters which cause you concern about
your position, you should discuss them with the Chairwoman and/or the CEO as soon as is appropriate.


 


11.In addition to any right pursuant to
applicable law, occasions may arise when you consider that you need professional advice in the furtherance of your duties as a
director. Circumstances may occur when it will be appropriate for you to seek such advice from independent advisors at the Company’s
expense, to the extent provided under applicable law and subject to the prior written approval of the CEO.


 


12.This letter
refers to your appointment as a director of the Company and your (possible) membership of the audit, nomination and the remuneration
committees of the board.


 


13.You shall
procure that you comply at all times with the Company’s inside trading policies as in effect from time to time.


 


14.You shall
discharge your general duties as a director pursuant to the Company’s Articles of Association of the Company and applicable
law.


 


15.This letter
of appointment shall be governed by and construed in accordance with the law of the State of New York.


 


Please sign the attached copy of this letter
and return it to the Company to signify your acceptance of the terms set out above.


 


 


Sincerely yours,


 


UNIVERSAL TRAVEL GROUP


 


 


/s/ Jiangping Jiang


 Chief Executive Officer and Chairperson


 


 


Name of Director: /s/ Moling Shang


 


Date: February 1, 2012


 


	Address:		Room 102, Unit 1, Building 7, No. 16 Ganyangshu A North 4th Ring East, Chaoyang
                                                                                   District, Beijing, 10010 1, China