f8k111308ex10_chinavalve.htm


     

    
       

       

       

      Exhibit
10.1


      CHINA
VALVES TECHNOLOGY, INC.

      


      NOTICE OF STOCK OPTION
GRANT

      


      


      


      Name:  Veronica Jing
Chen                                        Address:  No.
93 West Xinsong Road

                                                                                                               
Kaifeng, China 475000

       

      You have
been granted an option (the “Option”) to purchase common
stock (“Shares”) of
China Valves Technology, Inc. (the “Company”), subject to the
terms and conditions of the attached Stock Option Agreement, as
follows:

      


                 Date
of
Grant:                                                                            November
13,
2008                                                                       

      


                 Vesting
Commencement
Date:                                                October
7,
2009             
                                                      

      


                 Exercise
Price per
Share:                                             
                  
$3.50      
            
       

      


                 Total
Number of Shares
Granted:                              
                   100,000                                                       

      


                 Total
Exercise
Price:                                                     
                 
$350,000                    
                                           

      


                 Type
of
Option:                                                                Non-Qualified
Stock Option

      


                 Expiration
Date:                                                                November
12, 2018

      


      Vesting
Schedule:

      


      33.336%
of the Option vests on October 7, 2009. The remaining Option vest
in equal installment in every quarter after October 7, 2009 until the options
are fully exercised. Notwithstanding the foregoing, the Option will become fully
vested and exercisable upon a Change in Control.

      


      Termination
Period:

      


      To the
extent vested, this Option will be exercisable for three (3) months after the
Termination Date, unless (i) termination is due to Optionee’s death or
Disability, in which case this Option will be exercisable for twelve (12) months
after the Termination Date or (ii) the Optionee is Terminated for Cause, in
which case this Option will terminate on the Termination Date.  In no
event may this Option be exercised later than the Expiration Date provided
above.

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

       

      CHINA
VALVES TECHNOLOGY, INC.

      


      STOCK OPTION
AGREEMENT

      


      


                 This
STOCK OPTION AGREEMENT
(“Agreement”),
dated as of the 13rd day of November, 2008 is made by and between China
Valves Technology, Inc., a Nevada corporation (the “Company”), and Veronica Jing
Chen (the “Optionee”).

      


      BACKGROUND

      


                 The
Company, acting through its Board of Directors (the “Board”), approved the grant to
the Optionee, effective as of the date set forth above, of a stock option
(“Option”) to purchase
shares of the common stock, par value $.001 per share (the “Shares”), of the Company at
the price (the “Exercise
Price”) set forth in the attached Notice of Stock Option Grant (which is
expressly incorporated herein and made a part hereof, the “Notice of Grant”), upon the
terms and conditions hereinafter set forth.

       

                 NOW, THEREFORE, in
consideration of the mutual promises and undertakings hereinafter set forth, the
parties hereto agree as follows:

       

      1. Grant of
Option.  On behalf of the Company, the Board hereby grants to
the Optionee an Option to purchase, subject to the terms and conditions of this
Agreement, that number of Shares of the Company set forth in the Notice of Grant
(the “Optioned Shares”),
at an exercise price per share equal to the Exercise Price set forth in the
Notice of Grant, subject to the terms and conditions of this Agreement. The
Option is intended to be a Non-Qualified Stock Option, meaning that it is not
qualified as an “Incentive Stock Option” as described in Section 422 of the
Internal Revenue Code of 1986 (“Code”), as amended.

       

      2. Term. The term of the Option
commences on the date of this Agreement and expires on the Expiration Date set
forth in the Notice of Grant unless otherwise terminated in accordance with the
terms of the Notice of Grant or this Agreement.

       

      3. Time of
Exercise. Except as otherwise
provided in this section or unless accelerated in the discretion of the Board,
the Option will become exercisable during its term in accordance with the
Vesting Schedule set forth in the Notice of Grant.  Shares as to which
the Option becomes exercisable may be purchased at any time prior to the
expiration or termination of the Option.

       

      (a) This
Option will become fully vested and exercisable upon a Change in
Control.  Prior to the closing of a transaction that would result in a
Change in Control, the Company will notify the Optionee in writing or
electronically that the Option will be exercisable (subject, however, to the
requirement that the Change in Control actually occur) for a period of time
determined by the Company in its sole discretion, and the Option will terminate
upon the expiration of such period for no consideration, unless otherwise
determined by the Company.

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      4. Termination of
Option.

       

      (a) If the
Optionee is Terminated for any reason except death or Disability, then the
Optionee may exercise the Option (i) only to the extent that the Option would
have been exercisable on the Termination Date and (ii) no later than three
months after the Termination Date, but in any event, no later than the
Expiration Date.

       

      (b) If the
Optionee is Terminated because of the Optionee’s death or Disability (or the
Optionee dies within three months after a Termination other than for Cause or
because of Optionee’s Disability), then the Option (i) may be exercised only to
the extent that such Option would have been exercisable by the Optionee on the
Termination Date and (ii) must be exercised by the Optionee (or the Optionee’s
legal representative or authorized assignee) no later than twelve months after
the Termination Date, but in any event no later than the Expiration
Date.

       

      (c) Notwithstanding
the provisions in paragraphs 4(b) and 4(c), if the Optionee is Terminated for
Cause, neither the Optionee, the Optionee’s estate nor such other person who may
then hold the Option will be entitled to exercise the Option whatsoever, whether
or not, after the Termination Date, the Optionee may receive payment from the
Company or any Parent, Subsidiary or Affiliate of the Company for vacation pay,
for services rendered prior to the Termination Date, for services rendered for
the day on which Termination occurs, for salary in lieu of notice, for severance
or for any other benefits; provided, however, that the
Board will  give the Optionee an opportunity to present to the Board
evidence on the Optionees’s behalf that the provisions of this paragraph 4(d)
should not apply and, in the alternative, paragraph 4(b) or 4(c) will
apply.  For the purpose of this paragraph 4(d), Termination will occur
on the date when the Company dispatches notice or advice to the Optionee that
the Optionee is Terminated.

       

      5. Method of Exercise.  This
Option is exercisable by delivery of an exercise notice in the form attached as
Exhibit A (the “Exercise Notice”) or in a manner and pursuant to procedures as
the Board may determine, which will state the election to exercise the Option,
the number of Shares for which the Option is being exercised, and other
representations and agreements as may be required by the Company.  The
Exercise Notice will be accompanied by payment of the aggregate Exercise Price
as to all Shares being acquired, together with any applicable tax
withholding.  This Option will be deemed to be exercised upon receipt
by the Company of a fully executed Exercise Notice accompanied by the aggregate
Exercise Price, together with any applicable tax withholding.

       

      6. Method of Payment.  Payment
of the aggregate Exercise Price may be by any of the following, or a combination
thereof, at the election of the Optionee:

       

      (a) cash;

       

      (b) check;

       

      (c) to the
extent not prohibited by Section 402 of the Sarbanes-Oxley Act of 2002, a
promissory note;

       

      (d) to the
extent not prohibited by Section 402 of the Sarbanes-Oxley Act of 2002,
surrender of other Shares which have a Fair Market Value on the date of
surrender equal to the aggregate Exercise Price of the Shares being
acquired;

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      (e) by asking
the Company to withhold Shares from the total Shares to be delivered upon
exercise equal to the number of Shares having a value equal to the aggregate
Exercise Price of the Shares being acquired;

       

      (f) in
accordance with any broker-assisted cashless exercise procedures approved by the
Company and as in effect from time to time;

       

      (g) any
combination of the foregoing methods of payment; or

       

      (h) other
consideration and method of payment for the issuance of Shares to the extent
permitted by applicable laws.

       

      7. Taxes.

       

      (a) Withholding.  Optionee
agrees to arrange for the satisfaction of all federal, state, local and foreign
income and employment tax withholding requirements applicable to the Option
exercise.  Optionee acknowledges and agrees that the Company may
refuse to honor the exercise and refuse to deliver the Shares if withholding
amounts are not delivered at the time of exercise.

       

      (b) Code Section
409A.  Under Code Section 409A, an Option that vests after
December 31, 2004 that was granted with a per Share exercise price that is
determined by the Internal Revenue Service (the “IRS”) to be less than the Fair
Market Value of a Share on the date of grant (a “discount option”) may be
considered “deferred compensation.”  An Option that is a discount
option may result in (i) income recognition by the Optionee prior to the
exercise of the Option, (ii) an additional twenty percent (20%) tax, and (iii)
potential penalty and interest charges.  Optionee acknowledges that
the Company cannot and has not guaranteed that the IRS will agree that the per
Share exercise price of this Option equals or exceeds the fair market value of a
Share on the date of grant in a later examination.  Optionee agrees
that if the IRS determines that the Option was granted with a per Share exercise
price that was less than the Fair Market Value of a Share on the date of grant,
Optionee shall be solely responsible for Optionee’s costs related to such a
determination.

       

      8. Legal
Compliance.  Optionee may not exercise the Option unless the
exercise of the Option and the issuance of the Optioned Shares comply with
applicable law.  The Company will be relieved of any liability with
respect to any delayed issuance of shares or its failure to issue shares if such
delay or failure is necessary to comply with applicable laws.

       

      9. Adjustments Upon Changes in
Capitalization. In the event that any
dividend or other distribution (whether in the form of cash, Shares, other
securities, or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, or exchange of Shares or other securities of the Company, or other
change in the corporate structure of the Company affecting the Shares occurs,
the Board, in order to prevent diminution or enlargement of the benefits or
potential benefits intended to be made available under this Option, will
equitably adjust the number, class, and Exercise Price of Shares covered by this
Option to prevent enlargement or diminution of the value of this
Option.  Any such adjustment shall be done in a manner consistent with
Code Section 409A and Treasury Regulations section 1.409A-1 et seq.

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      10. Investment Representation
and Legend of Certificates. 

       

      (a) The
Optionee acknowledges and agrees that, for any period in which a registration
statement, with respect to the Option and/or Shares under the Securities Act of
1933, as amended (the “Securities Act”), is not effective, the Optionee will
hold the Option and will purchase and/or own the Optioned Shares for investment
and not for resale or distribution.  The Company will have the right
to place upon the face and/or reverse side of any stock certificate or
certificates evidencing the Optioned Shares such legend as the Board may
prescribe for the purpose of preventing disposition of such Optioned Shares in
violation of the Securities Act.

       

      (b) If a
registration statement under the Securities Act is not in effect with respect to
the Shares issuable upon exercise, the Company may require as a condition
precedent that the Optionee, upon exercising the Option, deliver to the Company
a written representation and undertaking, satisfactory in form and substance to
the Company, that, among other things, the Optionee is acquiring the Shares for
his own account for investment and not with a view to or for sale in connection
with any distribution of the security.

       

      11. No Evidence of Employment or
Service. Nothing contained in
this Agreement confers upon the Optionee any right to continue in employment
with the Company, its parent or any of its subsidiaries or interfere in any way
with the right of the Company, its parent or its subsidiaries (subject to the
terms of any separate agreement to the contrary) to terminate the Optionee’s
business relationship or to increase or decrease the Optionee’s compensation at
any time.

       

      12. Non-Transferability of
Option. This
Option may not be transferred in any manner otherwise than by will or by the
laws of descent or distribution and may be exercised during the lifetime of the
Optionee only by the Optionee.  The terms of this Agreement is binding
upon the executors, administrators, heirs, successors and assigns of the
Optionee.

       

      13. Specific
Performance.  The Optionee expressly agrees that the Company
will be irreparably damaged if the provisions of this Agreement are not
specifically enforced.  Upon a breach or threatened breach of the
terms, covenants and/or conditions of this Agreement by the Optionee, the
Company will, in addition to all other remedies, be entitled to a temporary or
permanent injunction, without showing any actual damage, and/or decree for
specific performance, in accordance with the provisions hereof and
thereof.  The Board has the power to determine what constitutes a
breach or threatened breach of this Agreement.  Any such
determinations will be final and conclusive and binding upon the
Optionee.

       

      14. Notices. All notices or other
communications which are required or permitted hereunder will be in writing and
sufficient if personally delivered or sent by telecopy, sent by
nationally-recognized overnight courier, or sent by registered or certified
mail, postage prepaid, return receipt requested, addressed as
follows:

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

       

      (a) if to the
Optionee, to the address (or telecopy number) set forth on the Notice of Grant;
and

       

      (b) if to the
Company, to its principal executive office as specified in any report filed by
the Company with the Securities and Exchange Commission or to such address as
the Company may have specified to the Optionee in writing, Attention: Corporate
Secretary;

       

      or to
such other address as the party to whom notice is to be given may have furnished
to the other party in writing in accordance herewith.  Any such
communication will be deemed to have been given (i) when delivered, if
personally delivered, or when telecopied, if telecopied, (ii) on the first
Business Day (as hereinafter defined) after dispatch, if sent by
nationally-recognized overnight courier and (iii) on the third Business Day
following the date on which the piece of mail containing such communication is
posted, if sent by mail.  As used herein, “Business Day” means a day
that is not a Saturday, Sunday or a day on which banking institutions in the
city to which the notice or communication is to be sent are not required to be
open.

       

      15. No Waiver. No waiver of any breach
or condition of this Agreement will be deemed to be a waiver of any other or
subsequent breach or condition, whether of like or different
nature.

       

      16. Optionee
Undertaking. The Optionee agrees to
take whatever additional actions and execute whatever additional documents the
Company may in its reasonable judgment deem necessary or advisable in order to
carry out or effect one or more of the obligations or restrictions imposed on
the Optionee pursuant to the express provisions of this Agreement.

       

      17. Definitions.  For
purposes of this Agreement and the Notice of Grant, capitalized terms have the
following meanings:

       

      (a) “Affiliate”
means any entity or person that directly, or indirectly through one or more
intermediaries, controls, is controlled by, or is under common control with,
another entity, where “control” (including the terms “controlled by” and “under
common control with”) means the possession, directly or indirectly, of the power
to cause the direction of the management and policies of the entity, whether
through the ownership of voting securities, by contract or
otherwise.

       

      (b) “Cause”
means (i) the conviction of the Optionee of a crime involving a sentence of
incarceration or of a felony with or without a sentence of incarceration; (ii)
the commission of an act by the Optionee constituting fraud, embezzlement or
other material financial dishonesty against the Company, or of an act of moral
turpitude which in the opinion of counsel to the Company would constitute a
crime under the laws of the United States or China (or any of their state or
local laws) and which, in case of any of the foregoing, in the good faith
judgment of the Company, is likely to cause harm to the business of the Company,
taken as a whole; (iii) the repeated refusal or failure by the Optionee to use
his reasonable and diligent efforts to follow the lawful and reasonable
directives of the Chief Executive Officer or Board with respect to a matter or
matters within the control of the Optionee; (iv) the Optionee’s willful or gross
neglect in carrying out his material duties and responsibilities under any
employment agreement with the Company; or (v) a material breach by the Optionee
of any provision of any employment agreement with the Company.

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      (c) “Change
in Control” means the occurrence of any of the following events:

       

      (i)           Any
“person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act)
becomes the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act),
directly or indirectly, of securities of the Company representing fifty percent
(50%) or more of the total voting power represented by the Company's then
outstanding voting securities; and

      


      (ii)           The
consummation of the sale or disposition by the Company of all or substantially
all of the Company's assets;

      


      (iii)           A
change in the composition of the Board occurring within a two-year period, as a
result of which fewer than a majority of the directors are Incumbent
Directors.  “Incumbent Directors” means directors who either (A) are
Directors as of the effective date of the Plan, or (B) are elected, or nominated
for election, to the Board with the affirmative votes of at least a majority of
the Incumbent Directors at the time of such election or nomination (but will not
include an individual whose election or nomination is in connection with an
actual or threatened proxy contest relating to the election of directors to
the Company); or

      


      (iv)           The
consummation of a merger or consolidation of the Company with any other
corporation, other than a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity or its parent) at least fifty
percent (50%) of the total voting power represented by the voting securities of
the Company or such surviving entity or its parent outstanding immediately after
such merger or consolidation.

      


      For the
avoidance of doubt, a transaction will not constitute a Change in Control if:
(i) its sole purpose is to change the state of the Company’s incorporation, or
(ii) its sole purpose is to create a holding company that will be owned in
substantially the same proportions by the persons who held the Company’s
securities immediately before such transaction.

      


      (d) “Disability”
has the meaning provided in the Optionee’s employment agreement.  If
“Disability” is not defined therein, “Disability” means the inability of the
Optionee to perform the duties of his position or any substantially similar
employment position by reason of a physical or mental disability or infirmity
for a continuous period of six months, as determined by the
Board.  The date of such Disability will be the last day of such
six-month period or the date on which the Optionee submits such medical
evidence, satisfactory to the Company, that the Optionee has a physical or
mental disability or infirmity that will likely prevent the Optionee from
performing the Optionee’s work duties for a continuous period of six months or
longer, as the case may be.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

       

      (e) “Parent”
means any corporation (other than the Company) in an unbroken chain of
corporations ending with the Company, if each of the corporations in the chain
(other than the Company) owns stock possessing 50% or more of the combined
voting power of all classes of stock in one of the other corporations in the
chain.

       

      (f) “Subsidiary”
means any corporation (other than the Company) in an unbroken chain of
corporations beginning with the Company, if each of the corporations (other than
the last corporation) in the unbroken chain owns stock possessing 50% or more of
the total combined voting power of all classes of stock in one of the other
corporations in the chain.

       

      (g) “Termination”
or “Terminated” means that the Optionee has for any reason ceased to provide
services as an employee, officer, director, Optionee, independent contractor, or
advisor to the Company or any Parent, Subsidiary or Affiliate of the
Company.  The Optionee will not be deemed to have ceased to provide
services in the case of (i) sick leave, (ii) military leave, or (iii) any other
leave of absence approved by the Board, provided, that such leave is for a
period of not more than three months, unless reemployment or reinstatement upon
the expiration of such leave is provided by contract or statute.  In
the case the Optionee is on an approved leave of absence, the Board may suspend
vesting of the Option while the Optionee is on leave from the Company or any
Parent, Subsidiary or Affiliate of the Company.  The Board has the
sole discretion to determine whether the Optionee has ceased to provide services
and the applicable Termination Date.

       

      (h) “Termination
Date” means the effective date of Termination, as determined by the
Board.

       

      18. Interpretation.  The
Company intends that no payments under this Agreement will be subject to the tax
imposed by Code Section 409A.  This agreement will be interpreted and
administered in a manner that avoids the  imposition of any increase
in tax under Code section 409A(a)(1)(B), and any ambiguities herein will be
interpreted to satisfy the requirements of Code section 409A or any exemption
thereto.

       

      19. Governing Law. This Agreement is
governed by, and will be construed in accordance with, the laws of the State of
Nevada applicable to contracts made and to be wholly performed therein, without
giving effect to its conflicts of laws principles.

       

      20. Counterparts; Facsimile
Execution. This Agreement may be
executed in one or more counterparts, each of which will be deemed to be an
original, but all of which together will constitute one and the same
instrument.  Facsimile execution and delivery of this Agreement is
legal, valid and binding execution and delivery for all purposes.

       

      21. Entire
Agreement. This Agreement
(including the Notice of Grant and the Exercise Notice) constitute the entire
agreement between the parties with respect to the subject matter hereof, and
supersedes all previously written or oral negotiations, commitments,
representations and agreements with respect to the subject matter hereof, and
may not be modified adversely to the Optionee’s interest except by means of a
writing signed by the Company and Optionee.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

       

      22. Severability. In the event one or more
of the provisions of this Agreement should, for any reason, be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability will not affect any other provisions of this Agreement, and
this Agreement will be construed as if such invalid, illegal or unenforceable
provision had never been contained herein.

       

      23. WAIVER OF JURY
TRIAL. THE
OPTIONEE HEREBY EXPRESSLY, IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY
IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY
COUNTERCLAIM THEREIN.

      


                 By
Optionee’s signature and the signature of the Company’s representative below,
Optionee and the Company agree that this Option is granted under and governed by
the terms and conditions of this Agreement. Optionee has reviewed this Agreement
in its entirety, has had an opportunity to obtain the advice of counsel prior to
executing this Agreement and fully understands all provisions of this
Agreement.

      


      


      


      
        	
                 
      

              	
                CHINA
      VALVES TECHNOLOGY, INC.

              


      

       

      By:/s/ Siping
Fang

      Name:
Siping Fang

      Title:
Chief Executive Officer

       

       

      OPTIONEE

      


      /s/ Veronica Jing
Chen

      Veronica
Jing Chen

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


       

      EXHIBIT
A

      


      CHINA
VALVES TECHNOLOGY, INC.

      


      EXERCISE
NOTICE

      


      


      


      China
Valves Technology, Inc.

      No. 93
West Xinsong Road

      Kaifeng,
Henan Province

      China
475002

      


      1. Exercise of Option.
Effective as of today, ________________, 20__, the undersigned (“Optionee”)
hereby elects to purchase______________ shares of the common stock (the
“Shares”) of China Valves Technology, Inc. (the “Company”) under the option (the
“Option”) represented by the Stock Option Agreement dated September 28, 2008
(the “Option Agreement”).

       

      2. Delivery of Payment. Optionee
herewith delivers to the Company the full purchase price for the Shares and any
and all withholding taxes due in connection with the exercise of the
Option.

       

      3. Representations of
Optionee. Optionee acknowledges that Optionee has received, read and
understood the Option Agreement and agrees to abide by and be bound by its terms
and conditions.

       

      4. Rights as
Stockholder. Until the issuance (as evidenced by the appropriate entry on
the books of the Company or of a duly authorized transfer agent of the Company)
of the Shares, no right to vote or receive dividends or any other rights as a
stockholder will exist with respect to the Optioned Stock, notwithstanding the
exercise of the Option. The Shares so acquired will be issued to the Optionee as
soon as practicable after exercise of the Option. No adjustment will be made for
a dividend or other right for which the record date is prior to the date of
issuance, except as provided in the Option Agreement.

       

      5. Tax
Consultation.  Optionee understands that Optionee may suffer
adverse tax consequences as a result of Optionee’s purchase or disposition of
the Shares.  Optionee represents that Optionee has consulted with any
tax consultants Optionee deems advisable in connection with the purchase or
disposition of the Shares and that Optionee is not relying on the Company for
any tax advice.

       

      6. Successors and
Assigns.  The Company may assign any of its rights under this
Exercise Notice to single or multiple assignees, and this Exercise Notice will
inure to the benefit of the successors and assigns of the
Company.  Subject to the restrictions on transfer herein set forth,
this Exercise Notice is binding upon Optionee and his or her heirs, executors,
Boards, successors and assigns.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

       

      7. Entire Agreement; Governing
Law. The Option Agreement and Notice of Grant are incorporated herein by
reference.  This Exercise Notice, the Option Agreement, and Notice of
Grant constitute the entire agreement of the parties with respect to the subject
matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and Optionee with respect to the subject matter
hereof, and may not be modified adversely to the Optionee’s interest except by
means of a writing signed by the Company and Optionee. This Exercise Notice is
governed by the internal substantive laws, but not the choice of law rules, of
Nevada.

       

      
        	
                Submitted by:

              	
                Accepted by:

              
	
                Optionee

              	
                CHINA VALVES
      TECHNOLOGY, INC.

              
	
                Signature

                 

                ___________________________________

                Print
      Name

                Veronica
      Jing Chen

                No.
      93 West Xinsong Road

                Kaifeng,
      Henan Province

                China
      475002

                 

              	
                Signature

                 

                ___________________________________

                Print
      Name

                _______________________

                Address

                No.
      93 West Xinsong Road

                Kaifeng,
      Henan Province

                China
      475002

                 

                 

                Date
      Received: __________