Exhibit 10.2  
 
 
 Date: 30
December 2009
 
 
 
 UPJOY
HOLDINGS LIMITED
 晉欣控股有限公司
 
 
 AND
 
 
 GREAT EAST (OVERSEAS) PACKAGING
LIMITED
 
 _______________________________________________
 
 
 SUBSCRIPTON
AGREEMENT
 
 ________________________________________________
 
 
 
 
 
 
 
  
  THIS
AGREEMENT is made and entered into the 30th
December 2009, by and between:
 
 UPJOY HOLDINGS LIMITED晉欣控股有限公司,
a company incorporated in the British Virgin Islands whose registered office is
situated at P.O. Box 957, Offshore Incorporations Centre, Road Town,
Tortola,  British Virgin Islands (hereinafter referred to as the
"Company") (Refer to
Appendix 1 for details), and
 
 GREAT EAST (OVERSEAS) PACKAGING
LIMITED, a company incorporated in the Hong Kong Special Administration
Region whose registered office is situated at 203 Hankow Centre, 5-15 Hankow
Road, Tsimshatsui, Kowloon, Hong Kong (hereinafter referred to as the "Subscriber").
 
 Whereas:
 
 1.
              The
      Company is incorporated in the British Virgin Islands on 3rd day of
      December, 2003 in accordance with the International Business
      Act.  As of the date of this Agreement, the authorized share
      capital of the Company is USD50,000.00, divided into 50,000 ordinary
      shares with a par value of USD1.00 per share.  The total issued
      share capital is 1 share totalling
USD1.00.
 
 2.
              The
      Company and the Subscriber agree to issue new ordinary shares and/or
      arrange to transfer ordinary share(s) of the Company to the Subscriber in
      accordance with the terms and conditions of this Agreement, and the
      Subscriber agrees to subscribe to new ordinary shares from the Company
      and/or buy existing ordinary shares of the Company in accordance with the
      terms and conditions of this
Agreement.
 
 NOW IT IS
HEREBY AGREED as follows:
 
 1.
              Definition
      and interpretations
 
 1.1
              In
      this Agreement, where the context so admits the following words and
      expressions shall have the following
meanings:
 
 “Agreement” means this
Agreement;
  “BKI” means Best Key Investment
Limited, a company incorporated in Hong Kong with registered office situated at
203 Hankow Centre, 5-15 Hankow Road, Tsimshatsui, Kowloon, Hong
Kong;
  “Completion” means the
completion of the Subscription in accordance with clause 5;
  “Completion Date” means the
Business Day immediately following the date when the Conditions have been
fulfilled or such other date as the Company and the Subscriber may agree in
writing;
  “Conditions Precedent” means
the conditions precedent to Completion set out in Clause 4;
   
  “Encumbrances”means a
mortgage, charge, pledge, lien, option, restriction, right of first refusal,
right of pre-emption, third-party right or interest, other encumbrance or
security interest of any kind, or another type of preferential arrangement
(including, without limitation, retention arrangement) having similar effect;
“GEPH” means Great East
Packaging Holdings Limited, a company incorporated in the BVI whose registered
office is situated at P.O. Box 3140, Road Town, Tortola, British Virgin
Islands;
  “GEPI” means Great East
Packaging International Limited, a company incorporated in the BVI whose
registered office is situated at P.O. Box 3140, Road Town, Tortola, British
Virgin Islands;
  “GGL” means Greatgrand Global
Limited, a company incorporated in the BVI whose registered office is situated
at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British
Virgin Islands;
  “Hong Kong” means the
Hong Kong Special Administrative Region of the PRC;
  “Long Stop Date” means 30th
December 2009 or such later date as may be agreed in writing between the Company
and the Subscriber;
  “Option Agreement” means the
option agreement to be entered into between GEPI and GEPH
  “SP Agreement” means the sale
and purchase agreement to be entered into between GEBD as the vendor and Top
Sharp as the purchaser in respect of entire issued share capital of
BKI
  “Top Sharp” means Top
Sharp  Investments Limited, a company incorporated in the BVI whose
registered office is situate at P.O. Box 957, Offshore Incorporations Centre,
Road Town, Tortola, British Virgin Islands
  “UJI” means United Joy
International Limited, a company incorporated in the BVI whose registered office
is situated at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola,
British Virgin Islands.
  1.3
              References
      herein to Clauses and Schedules are to clauses in and schedules to this
      Agreement (unless the context requires otherwise).  The
      Schedules to this Agreement shall be deemed to form part of this
      Agreement.
 
 2.
              Issued
      Share Capital
 
 In
compliance with the terms and conditions of this Agreement, the Company shall
issue new ordinary shares to the Subscriber and the Subscriber shall pay the
consideration as stated in Clause 3 of this Agreement to subscribe for the new
ordinary share(s) (free from any options, mortgages, lien, equities,
encumbrances, pre-emptive rights or any other third party
rights).
  
  3.         Consideration
 
 The
consideration for the subscription is US$9,999.00 (US Dollars 9,999 Only) (the
“Consideration”).
 
 4.
              Conditions
 
 4.1
              Completion
      of the Subscription shall be conditional upon the following conditions
      having been fulfilled or, at the discretion of the Subscriber,
      waived:
 
 (a)
              the
      option agreement between GEPH and GEPI remains legally binding and
      enforceable;
 (b)
              the
      subscription agreement between GGL and the Subscriber remains legally
      binding and enforceable;
 (c)
              the
      subscription agreement between UJI and Subscriber remains legally binding
      and enforceable; and
 (d)
              the
      SP Agreement between GEPI and Top Sharp remains legally binding and
      enforceable.
 
 4.2
              In
      the event that any of the Conditions is not fulfilled, or waived by the
      Subscriber by the Long Stop Date, this Agreement and all rights and
      obligations of the parties hereunder shall automatically cease and
      terminate save for accrued rights and
  obligations.
 
 4.3
              The
      Company undertakes to notify the Subscriber promptly in writing following
      the satisfaction of the Conditions.
 
 5.
              Completion
 
 Upon
completion of this Agreement, the Company shall deliver or arrange to deliver
the following to the Subscriber or the designated representative of the
Subscriber:
 
 (A)
              Executed
      documents in relation to the issue of the company’s ordinary shares
      (including the original copy of this Agreement).  The share
      certificate shall be delivered to the Subscriber and/or the designated
      representative of the Subscriber(s) after the execution of this Agreement
      and the completion of all registration and printing procedures;
      and
 (B)
              A
      copy of the board resolution of the Company in relation to the approval of
      the Subscriber and/or the designated representative of the Subscriber to
      be a shareholder of the Company.
 
 The
Subscriber shall pay to the Company the sum in the amount of the Consideration
as stipulated in Clause 3 of this Agreement.
 
 6.
              Notices
 
 6.1 All
notices, approvals, consents and any other correspondence in relation this
Agreement:
 
 (A)
              shall
      be in writing; and
 (B)
              shall
      be delivered to the recipient’s address, or mailed to the recipient’s
      address by prepaid surface mail (by airmail if mailed to regions outside
      Hong Kong), or delivered by fax to the recipient’s fax number as
      stipulated in this clause, or to any other addresses in Hong Kong or fax
      numbers as notified by the
recipient.
  
  6.2 The
correspondence addresses and fax numbers of all parties are as
follows:
 
 The
Company: UPJOY HOLDINGS LIMITED  晉欣控股有限公司
 Correspondence
Address: P.O. Box 957, Offshore Incorporations Centre, Road Town,
Tortola,  British Virgin Islands
 Fax
Number: (852) 2311-3033
 
 The
Subscriber: GREAT EAST (OVERSEAS) PACKAGING LIMITED
 Correspondence
Address:  203 Hankow Centre, 5-15 Hankow Road, Tsimshatsui, Kowloon,
Hong Kong
 Fax
Number:
 
 7.
              Proceedings
      and Warranty
 
 7.1 The
Company and its directors warrants that they are not undergoing or intending to
undergo any lawsuit, arbitration, indictment or any other legal proceedings, and
there are no undergoing and/or unsettled claims or lawsuits against the Company
or its assets or its directors.
 
 7.2 The
Company and its directors warrants that they have not act as any form of
guarantors.
 
 8.
              Power
      of the Company
 
 8.1 The
Company has full authority to enter into this Agreement and to exercise the
rights attached hereto.  This Agreement, upon execution, shall be
deemed a legal, valid and binding Agreement for the Company and the Subscriber,
and the Company is eligible to execute the terms and conditions of this
Agreement.
 
 8.2 The
signing, delivery and execution of this Agreement by the Company shall not, in
any circumstances, violate: (i) any laws and regulations of the British Virgin
Islands on the date and completion of this Agreement; (ii) the required laws and
documents for incorporation of the Company on the date and completion of this
Agreement.
 
 9.
              Jurisdiction
 
 9.1 The
parties agree that this Agreement shall be construed in accordance with the laws
of Hong Kong the Special Administrative Region of the People’s Republic Of China
and her courts shall be the courts of competent jurisdiction.
 
 9.2 The
parties agree that they shall submit themselves to the jurisdiction and courts
under the laws of the Hong Kong Special Administrative Region of the People’s
Republic of China for any claims, disputes or discrepancies that may
arise.
 
 10.
              Miscellaneous
 
 10.1
Neither party hereto shall assign or offer as security to any third party the
status of this Agreement or any of its rights or obligations hereunder without
the written consent of the other parties hereto.
  
  10.2 Time
is an essential element in this Agreement.
 
 10.3 This
Agreement contains the full and complete understanding between the parties and
supersedes all prior arrangements and understandings whether written or oral
appertaining to the subject matter of this Agreement and may not be varied
except by instrument in writing signed by all of the parties to this
Agreement.  All parties acknowledge that no representations or
promises not expressly contained in this Agreement have been made by the other
parties or any of its servants, agents, employees or representatives in any
respect whatsoever.
 
 10.4 The
parties shall not be liable to one another for any act, omission or performance
hereunder is delayed or becomes impossible or impracticable because of any act
of God, fire, earthquake, strike, civil commotion, war, coup d’etat, epidemic,
terrorists attacks, acts of government or any order regulation ruling or action
of any labour union or association or artists affecting the other party or the
entertainment industry or as a result of any other matter or cause beyond the
party’s control, and shall not be liable for any expenses or consequential loss
whatever suffered by either party.
 
 Subject
to this clause, each party indemnifies the other party against all losses,
damages, claims, costs and expenses (including legal costs) incurred by other
party by reason of any breach or claim of breach by the party of any of its
respective warranties or obligations under this Agreement.
 
 10.5
Under such circumstances if any clauses contained herein shall be deemed invalid
due to legal regulations, such clause(s) shall be
deleted.  Notwithstanding the aforesaid, the other clauses in the
Agreement shall remain in force and binding against all parties.  The
parties shall amend the clause of this Agreement if necessary, upon mutual
consent, in good faith for carrying out the terms and conditions of this
Agreement.
  
  IN
WITNESS
WHEREOF,                                                      the
parties have executed this Agreement as of the day and year first above
written.
  
  SIGNED
BY                                               )
 for and
on behalf
of                                 )
 UPJOY HOLDINGS
LIMITED             )
 in the
presence
of:                                   )
 
 
 
 
 
 
 
 
 SIGNED
BY                                               )
 For and
on behalf
of                                )
 GREAT
EAST
(OVERSEAS)               )
 PACKAGING
LIMITED                         )
 )
 )
 in the
presence of
:                                  )
 )
   
  Information of the
Company
 
 
 Name
              :
              UPJOY HOLDINGS
      LIMITED晉欣控股有限公司Incorporation
      Date
              :
              2nd
      day of July, 2002COMPANY
      NO.
              :
              570574Registered
      Office
              :
              P.O.
      Box 957, Offshore Incorporations Centre, Road Town, Tortola, British
      Virgin Islands.Authorized
      Capital
              :
              USD50,000.00
      of USD1.00 per shareNo.
      of shares issued
              :
              50,000
      sharesTotal
      paid up value of shares
                issued
      (excluding premium)
              :
              1
      shareDIRECTOR
              :
              Chung
      StetsonSECRETARY
              :
              Chung
      StetsonSHAREHOLDER
              :
              Great
      East Packaging Holdings Limited