China SHESAYS Medical Cosmetology Inc.: Exhibit 10.10 - Filed by newsfilecorp.com






Exhibit 10.10

CALL OPTION AGREEMENT


THIS CALL OPTION AGREEMENT (this
"Agreement") is made on April 27th, 2010 by and among Kwai Man
Yip,a Hong Kong citizen (the "Grantor"), who is the sole shareholder of
Bondy Nominees Limited, a Hong Kong corporation (the “Bondy”), which
Bondy is the sole member of Techno Meg Limited, a British Virgin Islands company
(the “Company”), which the Company is the principal shareholder of
Perfect Support Limited, a British Virgin Islands company (the “Perfect
Support”) and the individuals listed in Schedule A (the "Grantees"
and each a “Grantee”). 

RICITALS


Whereas, the Grantor owns 100% issued
and outstanding shares of the Company through Bondy;

Whereas, the Company is the principal
shareholder of Perfect Support, which intends to complete a reverse merger with
SN STRATEGIES CORP, a public shell company, whose common stock is traded on the
OTCBB market (the "Public Company"), as a result of which Perfect Support will
be a wholly-owned subsidiary of the Public Company and the Company will become a
major shareholder of the Public Company; 

Whereas, the Grantor has agreed to
grant to each Grantee, and each Grantee has agreed to accept from the Grantor,
an option (the “Option”) to purchase certain number of ordinary shares of
the Company (the "Option Shares") as set forth in Schedule A to 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: 

"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; 

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

"Completion" means the
completion of the sale to and purchase by each Grantee of the Option Shares
under this Agreement; 

1




	 	
       
		
      "Effective Date" means the date of Share
      Exchange;

	 	 	 
		
      "Exercise" means the exercise by each Grantee 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 each Grantee (or his/her Nominee(s), as the case may be) to the
      Grantor in respect of the Option Shares issued to such Grantee as set
      forth opposite his name in Schedule A;

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

	 	 	 
		
      "Option Effective Date" has the meaning ascribed
      to it in Clause 2.3;

	 	 	 
		
      "RMB" means the lawful currency of
China;

	 	 	 
		
      “Share Exchange” means the transaction, by means
      of one or more agreements, among the shareholders of Perfect Support, on
      the one hand and the Public Company, on the other hand, by which the
      shareholders of Perfect Support shall contribute their shares of stock of
      Perfect Support to the Public Company, and the Public Company shall issue
      stock to the shareholders of Perfect Support, with the result that Perfect
      Support shall become a wholly-owned subsidiary of the Public Company and
      the former shareholders of Perfect Support and their designees shall hold
      about 98.5% of the outstanding capital stock of the Public
  Company.

	 	 	 
		
      "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.



	 	 	 	 
	 	1.1. 	
      Interpretation: Except to the extent that the
      context requires otherwise:

	 	 	 	 
	 		1.1.1 	
      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;

	 	 	 	 
	 		1.1.2 	
      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;

	 	 	 	 
	 		1.1.3 	
      the words "written" and "in writing"
      include any means of visible reproduction;

	 	 	 	 
	 		1.1.4 	
      any reference to "Clauses", "Recitals" and
      "Schedules" are to be construed as references to clauses and
      recitals of, and schedules to, this Agreement; and

	 	 	 	 
	 		1.1.5 	
      any reference to a time of day is a reference to China
      time unless provided otherwise.



2





	 	1.2. 	
      Headings: The headings in this Agreement are
      inserted for convenience only and shall be ignored in construing this
      Agreement.

	 	 	 
	2.	
      OPTION
	
       

	 	 	 
	 	2.1. 	
      Option: The Grantor hereby irrevocably and
      unconditionally grants to each Grantee an Option for such Grantee to
      acquire from the Grantor, at the Exercise Price, at any time during the
      Exercise Period (defined below), to the extent that the Option has vested,
      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:

	 	 	 
	 		
      34% of the Option Shares subject to the Option shall vest
      and become exercisable on October 1, 2010, 33% of the Option Shares
      subject to the Option shall vest and become exercisable on October 1, 2011
      and 33% of the Option Shares subject to the Option shall vest and become
      exercisable on October 1, 2012.

	 	 	 
	 	2.3. 	
      Exercise Period: The Option shall vest and become
      effective and exercisable at the times commencing on the dates set forth
      in Section 2.2 (the “Option Effective Date”) and shall expire five
      years from the date of the Option. The Option may be exercised by each
      Grantee (or his Nominee on behalf of each Grantee), to the extent that the
      Option shall have vested, and only to that extent, at any time prior to
      five years from the date of this Option (“Exercise
  Period”).

	 	 	 
	 	2.4. 	
      Nominees: The Grantee may, at any time during the
      Exercise Period, at his sole discretion, nominate one or more person(s)
      (each a “Nominee”) to be the transferee(s) of whole or part of the
      shares subject to his Option, who shall hold and/or exercise the
      transferred Option on behalf of each Grantee.

	 	 	 
	 	2.5. 	
      Exercise Notice: The Option may be exercised by
      each Grantee or his Nominee(s), in whole or in part, at any time during
      the Exercise Period, by serving an Exercise Notice on the
  Grantor.

	 	 	 
	 	2.6. 	
      Exercise: The Grantor agrees that he shall, upon
      receipt of the Exercise Notice, transfer to each Grantee (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 the laws and regulations of the PRC and the British Virgin
      Islands, and such Grantee (or his Nominee(s), as the case may be) shall
      complete any and all approval or registration procedures regarding the
      exercise of his Option at PRC competent authorities in accordance with
      applicable PRC laws and regulations.



3





	 	2.7. 	
      Transfer Notice: In case that a Grantee transfers
      any or all of his/her Option to one or more Nominee(s) in accordance with
      Clause 2.4 above, each Grantee shall serve a Transfer Notice on the
      Grantor.

	 	 	 	 	 
	 	2.8. 	
      Transfer to Nominees: The Grantor 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 Option Shares
      specified in the Transfer Notice.

	 	 	 	 	 
	 		
      Upon exercise by any Nominee(s) of the transferred Option
      on behalf of each Grantee, each Grantee shall serve the Exercise Notice on
      the Grantor in his own name for the exercising Nominee(s). Upon receipt of
      such Exercise Option, the Grantor shall issue to such Nominee(s) any and
      all of the relevant Option Shares in the same manner as specified in
      Clause 2.6.

	 	 	 	 	 
	 	2.9. 	
      Payment of Exercise Price: Upon Exercise of the
      Option in whole or in part, each Grantee (or his Nominee(s), as the case
      may be) shall pay the Exercise Price to the Grantor.

	 	 	 	 	 
	 	2.10. 	
      The Grantor’s Obligation upon Exercise: The
      Grantor agrees that upon the Exercise of any Option by each Grantee (or
      his Nominee(s)), he shall cause and procure the number of Option Shares
      provided in the Exercise Notice to be transferred to each Grantee (or his
      Nominee(s)) within seven (7) Business Days after the date of the Exercise
      Notice.

	 	 	 	 	 
	3.
    	
      COMPLETION

	 	 	 	 	 
	 	3.1. 	
      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 each Grantee on the Completion Date and reasonably
      acceptable to the Grantor. The parties agree that Hong Kong is a
      reasonable place for the completion of the sale.

	 	 	 	 	 
	 	3.2. 	
      Business at Completion: At Completion of each
      Exercise, all (but not part only) of the following shall be
    transacted:

	 	 	 	 	 
	 		3.2.1 	
      the exercising Grantee shall pay the Exercise Price to
      the Grantor by wire transfer or such other method as shall be reasonably
      acceptable to Grantor;

	 	 	 	 	 
	 		3.2.2 	
      the Grantor shall, and to the extent that any action on
      the part of other shareholders or the directors is required, procure the
      then existing shareholders and directors of the Company to, within seven
      (7) Business Days after the date of Exercise Notice, deliver to the
      exercising Grantee (or his Nominee(s), same below) the following documents
      and take all corporate actions necessary to give effect to such
      delivery:

	 	 	 	 	 
	 			(a) 	
      a share certificate or share certificates in respect of
      the number of the Option Shares exercised by each
  Grantee;

	 	 	 	 	
       
	 	 	 	(b) 	
      a certified true copy of the register of members of the
      Company updated to show the entry of each Grantee as the holder of the
      Option Shares so exercised; and
	 	 	 	 	
       
	 	 	 	(c) 	
      any other documents as each Grantee may reasonably
      believe necessary to give effect to the transfer of the exercised Option
      Shares.


4





	4.
    	
      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.

				
	5.	
      GRANTOR’S UNDERTAKINGS

				
	 		
      Without the prior written consent of each Grantee, the
      Grantor shall not and shall procure the Company not to (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 the
      Company, or other similar equivalent arrangements, (ii) alter the
      shareholding structure of the Company (other than as a result of the
      transfer of existing shares pursuant to this agreement), (iii) cancel or
      otherwise alter the Option Shares, (iv) amend the register of members or
      the memorandum and articles of association of the Company, (v) liquidate
      or wind up the Company, or (vi) act or omit to act in such a way that
      would be detrimental to the interest of each Grantee in the Option Shares.
      The Grantor shall disclose to each Grantee true copies of all the
      financial, legal and commercial documents of the Company and the
      resolutions of the shareholders and the board of directors.

				
	6.
    	
      MISCELLANEOUS

				
	 	6.1. 	
      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.

				
	 	6.2. 	
      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.



5





	 	6.3. 	
      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.

	 	 	 	 
	 	6.4. 	
      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.

	 	 	 	 
	 	6.5. 	
      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.

	 	 	 	 
	 	6.6. 	
      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.

	 	 	 	 
	 	6.7. 	
      Governing Law: This Agreement shall be governed
      by, and construed in accordance with, the laws of the British Virgin
      Islands.

	 	 	 	 
	 	6.8. 	
      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”) 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.

	 	 	 	 
	 	6.9. 	
      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 FOLLOWS]

 

 

6 










IN WITNESS WHEREOF the Parties hereto have executed this Agreement on the date first above written and witnessed by Leung Yim Ting. 


The Grantor




Signature:                                                                  


                             
        Kwai Man Yip






Bondy Nominees Limited




Signature:                                                       


 

Name:                                                            




Title:                                                                  






Leading Pioneer Limited




Signature:                                                       


 

Name:                                                            




Title:                                                                 





Perfect Support Limited




Signature:                                                       


 

Name:                                                            




Title:                                                                 












The Grantee 


Signature:                                                      


                                 Yixiang Zhang


                                                                


                  
Ning Liu




                                                                


                
Xingwang Pu


                                                                


             
Wenhui Shao


                                                    


                
Bing Fang






Witness:  


Signature:                                                     


                            
Leung Yim Ting






SCHEDULE A 

Grantee and Option Shares

 

	Grantees 	ID Card/Passport
    	Number of 	Exercise Price
  
	  	Number 	Option Shares 	  
	  	  	  	  
	
    Yixiang Zhang 
	  	6,300,000 	 Total Exercise
  
	
      
	  	  	Price is US$1.00 
	
      
	  	  	  
	
    Ning Liu 
	  	2,108,160 	 Total Exercise
  
	
      
	  	  	Price is US$1.00 
	
      
	  	  	  
	
    Xingwang Pu 
	  	2,108,160 	 Total Exercise
  
	
      
	  	  	Price is US$1.00 
	
      
	  	  	  
	
    Wenhui Shao 
	  	2,108,160 	 Total Exercise
  
	
      
	  	  	Price is US$1.00 
	
      
	  	  	  
	
    Bing Fang 
	  	1,405,440 	 Total Exercise
  
	  	  	  	Price is US$1.00 






SCHEDULE B


Part I


Form of Exercise Notice


To: Kwai Man Yip (the “Grantor”)
From:[ ] (the
“Grantee”) 


We refer to the Call Option Agreement
(the "Option Agreement") dated April 27th, 2010 made among
each Grantee, the Grantor, Bondy Nominees Limited, Leading Pioneer Limited and
Perfect Support Limited. Terms defined in the Option Agreement shall have the
same meanings as used herein. 

We hereby give you notice that we
require you to sell to us / [Nominees' names] in accordance with the
terms and conditions of the Option Agreement, the following Option Shares at the
Exercise Price set out below, subject to the terms and conditions set out in the
Option Agreement. Completion shall take place at [   ] on
[                         
] at the office of
[                                                                     
]. 

	
Grantee 
	
Option Shares 	
Exercise Price 

    

	 	 	 
	 	 	 
	 	 	 
	 	 	 



Dated
[                            
]

Yours faithfully 

___________________________________

Name:
______________________[Grantee] 








Party II 

Form of Transfer Notice 

To: Kwai Man Yip (the “Grantor”)
 From:[ ] (the “Grantee”)


We refer to the Call Option Agreement
(the "Option Agreement") dated May 27, 2010 made among each Grantee, the
Grantor, Bondy Nominees Limited, Leading Pioneer Limited and Perfect Support
Limited . Terms defined in the Option Agreement shall have the same meanings as
used herein. 

We hereby give you notice that we will
transfer to [Nominees' names] the following portion of the Option,
expressed in terms of the number of Option Shares represented by the portion of
the Option transferred in accordance with the terms and conditions of the Option
Agreement. 

	

    Grantee 

 	
    

    Nominees 

 	
    

    Option Shares Represented 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


Dated
[                       
] 

Yours faithfully 

___________________________

Name:
______________________[Grantee]