KBS International Holdings Inc.: Exhibit 10.20 - Filed by newsfilecorp.com






Exhibit 10.20

AMENDED AND RESTATED OPTION AGREEMENT 

This AMENDED AND RESTATED OPTION AGREEMENT (the
“Agreement”) (a) is made as of March 9, 2011, with effect from
November 16, 2009 (the “Effective Date”), between and among (i)
Mr. Chan Sun Keung, an individual citizen of Hong Kong and Miss Cheung So Wa, an
individual citizen of Hong Kong (individually and collectively, the
“Grantor”); and (ii) Mr. Yan Keyan, an individual citizen of the
People’s Republic of China (the “Optionee”), and (b) amends and
restates the 2009 Option Agreement as defined below. Each of the Grantor and
Optionee is referred to herein as a “Party” and together as the
“Parties”. Capitalized terms not otherwise defined have the
meanings assigned to them in Exhibit A to this Agreement. 

RECITALS 

	A. 	
      The Grantor is a shareholder of Hongri International
      Holdings Limited, a company organized and existing under the laws of the
      British Virgin Islands (“Holdco”), which in turn is the sole
      equity holder of Hongri (Fujian) Sport Goods Co., Ltd., a wholly
      foreign-owned enterprise existing un- der the laws of the People’s
      Republic of China (the “Operating Company”).

	 	 
	B. 	
      After the date of this Agreement, Grantor and Holdco
      intend to enter into a share exchange agreement (the “Exchange
      Agreement”) with a United States-domiciled company (the
      “Shell Company”). Upon consummation of the transactions
      contemplated by the Exchange Agreement (the “Exchange
      Transaction”), the Shell Company will, in exchange for the
      issuance of shares of the common stock of the Shell Company, acquire 100%
      of the issued and outstanding capital stock of Holdco, and, indirectly,
      sole ownership of Operating Company. In the event of the con- summation of
      an Exchange Transaction before the termination of this Agreement and
      before the exercise of an Option Right, the Option Right will extend to
      the Grantor’s shares of the Shell Company received in exchange for his
      shares of Holdco.

	 	 
	C. 	
      Grantor and Optionee are parties to the Option Agreement
      dated November 16, 2009, whereby Optionee was granted an option to
      purchase 100% equity interest in Holdco consisting of the shares held by
      Grantor (the “2009 Option Agreement”).

	 	 
	D. 	
      The Grantor desires to amend and restate the 2009 Option
      Agreement, to the effect of granting the Optionee the right to purchase
      from it all, but not less than all, of the shares of Holdco held by it
      (the “Option Shares”) as set forth on Exhibit C to
      this Agreement, pursuant to the terms of this Agreement, and Optionee
      desires to accept such option, in consideration of the mutual promises and
      covenants contained herein.



AGREEMENT 

NOW, THEREFORE, in consideration of the mutual promises and
covenants contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which is acknowledged by the Parties, the Parties
agree as follows: 

ARTICLE I 

OPTION RIGHT 

	1.1 	
      Option Right. Grantor hereby grants to
      Optionee the right and option (the “Option” or the
      “Option Right”), during the Option Period (as defined
      below), to purchase the Option Shares, and upon the exercise of such Option Right the Grantor will
      sell, convey and transfer such Shares to the exercising Optionee, in
      accordance with the provisions of this Agreement.



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	1.2 	
      Application to Shares of Shell Company. In
      the event of the consummation of an Exchange Transaction before the
      termination of this Agreement and before an exercise of the Option, the
      Option will extend pari passu to the Grantor’s shares of the Shell
      Company received in exchange for Grantor’s shares of Holdco.

	 	 	 
	1.3 	
      Option Period. The Option Right will be
      effective during the period (the “Option Period”) commencing
      on the date which is six (6) months after the date on which the first
      registration statement is filed by the Shell Company under the United
      States Securities Act of 1933, as amended, in connection with an equity
      financing of the Shell Company following the consumma- tion of the
      Exchange Transaction (the “Registration Statement Effective
      Date”), but before the fifth anniversary of the Registration
      Statement Effective Date (such date or the earlier expiration of the
      Option Right is referred to herein as the “Expiration
      Date”).

	 	 	 
	1.4 	
      Option Exercise Schedule. Optionee
      may exercise its Option Right once or more than once dur- ing the Option
      Period, but in no event in the aggregate for more than the Option
      Shares.

	 	 	 
	1.5 	
      Exercise Process. In order to exercise its
      Option Right during the Option Period, the Optionee must deliver to the
      Grantor a written notice of such exercise substantially in the form
      attached hereto as Exhibit B (the “Exercise Notice”)
      to the address or facsimile number set forth therein. The Exercise Notice
      will indicate the number of the Option Shares as to which the Optionee is
      then exercising its Option Right and the aggregate Option Price. Provided
      the Exercise Notice is delivered in accordance with Section 6.2 to
      the Grantor on or prior to 6:30 p.m. (Hong Kong time) on a Business Day,
      the date of exercise (the “Exercise Date”) of the Option
      Right will be the date of such delivery of such Exercise Notice. In the
      event the Exercise Notice is delivered after 6:30 p.m. (Hong Kong time) on
      any day or on a date which is not a Business Day, the Exercise Date will
      be deemed to be the first Business Day after the date of such delivery of
      such Exercise Notice. The delivery of an Exercise Notice in accordance
      herewith will constitute a binding obligation (a) on the part of the
      Optionee to purchase and (b) on the part of the Grantor to sell, the
      Option Shares which are the subject of such Exercise Notice in accordance
      with the terms of this Agreement.

	 	 	 
	1.6 	
      Option Price.

	 	 	 
		
      (a) 
	
      The aggregate option price for all of the Option Shares
      will be an amount equal to ONE HUNDRED THIRTY-ONE THOUSAND FOUR HUNDRED
      AND NINE Renminbi (RMB 131,409) (the “Aggregate Price”). The
      per-share option price (the “Option Price”) is the Aggregate
      Price divided by the number of shares over which an option is granted by
      this Agreement.

	 	 	 
		
      (b) 
	
      The payment of any Option Price will be in accordance
      with written instructions delivered by the Grantor to Optionee within five
      (5) days of delivery of the Exercise Notice. Any payment of an Option
      Price made in currency other than Renminbi will be calculated using the
      average exchange rate published by the Bank of China, Hong Kong, for the
      last full month preceding the date of the Exercise Notice, or as otherwise
      agreed by the Gran- tor and the exercising Optionee.

	 	 	 
	1.7 	
      Delivery of the Shares. Upon the receipt of
      an Exercise Notice and the payment of the aggregate Option Price for the
      Option Shares being purchased, the Grantor will deliver, or take all
      steps necessary to cause to be delivered, the Option Shares being
purchased pursuant to such Exercise Notice. 



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ARTICLE II 

ENCUMBRANCES; TRANSFERS, SET-OFF 

	2.1 	
      Encumbrances. Upon exercise of the Option
      Right, the Option Shares being purchased will be sold, transferred and
      delivered to the Optionee free and clear of any claim, pledge, charge,
      lien, preemptive rights, restrictions on transfers (except as required by
      securities laws of the United States), proxies, voting agreements and/or
      any other Encumbrance.

	 	 
	2.2 	
      Legend. The Grantor will, at the request of
      the Optionee, cause a notification to be made in the share register of
      Holdco, and on any certificates evidencing the Option Shares, language in
      substantially the form as follows:




		
      “THE SHARES REGISTERED IN THE NAME OF [____________] OR
      REPRESENTED BY THIS CERTIFICATE, AS THE CASE MAY BE, ARE SUBJECT TO AN
      OPTION RIGHT WHICH PROHIBITS THEIR TRANSFER TO ANY PERSON OTHER THAN THE
      HOLDER OF THAT RIGHT PRIOR TO THE EXERCISE OF THE RIGHT OR ITS EXPIRATION.
      ANY PERSON ACCEPTING ANY INTEREST IN THE SHARES WILL BE DEEMED TO AGREE TO
      AND WILL BECOME BOUND BY ALL THE PROVISIONS OF THE OPTION AGREEMENT IN
      WHICH THAT OPTION RIGHT IS SET FORTH, AND THE SHARES WILL REMAIN SUBJECT
      TO THE OPTION RIGHT AS PROVIDED THEREIN. A COPY OF THE OPTION AGREEMENT
      WILL BE FURNISHED TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE
      UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF 
	
	 	BUSINESS.” 	 



	2.3 	
      Set-off. Optionee will be absolutely
      entitled to receive all the Option Shares to which it is entitled pursuant
      to the exercise of an Option Right, and for the purposes of this
      Agreement, the Grantor hereby waives, as against Optionee, all rights of
      set-off or counterclaim that would or might otherwise be available to the
      Grantor.



ARTICLE III 

REPRESENTATIONS AND WARRANTIES 

	3.1 	
      Representations and Warranties of the Grantor.
      The Grantor represents and warrants to Optionee, that:

	 	 	 
		(a) 	
      Due Authorization. This Agreement, and all
      agreements and documents executed and delivered pursuant to this
      Agreement, constitute valid and binding obligations of the Grantor,
      enforceable against the Grantor in accordance with their terms, subject to
      applicable Bankruptcy Laws and other laws or equitable principles of
      general application affecting the rights of creditors generally.

	 	 	 
		(b) 	
      No Conflicts. Neither the execution or delivery of
      this Agreement by the Grantor nor the fulfillment or compliance by the
      Grantor with or of any of the terms hereof will, with or without the
      giving of notice and/or the passage of time, (i) conflict with, or result
      in a breach of the terms, conditions or provisions of, or constitute a
      default under, any contract or any judgment, decree or order to which the
      Grantor is subject or by which the Grantor is bound, or (ii) require any
      consent, license, permit, authorization, approval or other action by any
      Person or Governmental Body which has not yet been obtained or received.
      The execution, delivery and performance of this Agreement by the Grantor
      or compliance with the provisions hereof by the Grantor does
      not, and will not, violate any provision of any Law to which the Grantor
      is subject or by which it is bound.



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		(c) 	
      No Actions. There are no lawsuits, actions or, to
      the best knowledge of the Grantor, investigations, claims or demands or
      other proceedings pending or, to the best knowledge of the Grantor,
      threatened against the Grantor that, if resolved in a manner adverse to
      the Grantor, would adversely affect the right or ability of the Grantor to
      carry out her obligations set forth in this Agreement.

	 	 	 
		(d) 	
      Title. The Grantor owns the Option Shares free and
      clear of any Encumbrance whatsoever, except as contemplated by this
      Agreement. The Grantor has not entered into nor is a party to any
      agreement that would cause the Grantor to not own the Option Shares free
      and clear of any Encumbrance, except as contemplated by this
    Agreement.

	 	 	 
	3.2 	
      Representations and Warranties of the Optionee.
      Optionee represents and warrants to the Grantor that:

	 	 	 
		(a) 	
      Due Authorization. The execution and delivery of
      this Agreement and the consummation of the transactions contemplated
      hereby to be carried out by it have been duly authorized by all necessary
      action on the part of the Optionee. This Agreement, and all agreements and
      documents executed and delivered pursuant to this Agreement, constitute
      valid and binding obligations of the Optionee, enforceable against the
      Optionee in accordance with their terms, subject to applicable Bankruptcy
      Laws and other laws or equitable principles of general application
      affecting the rights of creditors generally.

	 	 	 
		(b) 	
      No Conflicts. Neither the execution or delivery of
      this Agreement by the Optionee nor the fulfillment or compliance by the
      Optionee with or of any of the terms hereof will, with or without the
      giving of notice and/or the passage of time, (i) conflict with, or result
      in a breach of the terms, conditions or provisions of, or constitute a
      default under, any contract or any judgment, decree or order to which the
      Optionee is subject or by which the Optionee is bound, or (ii) require any
      consent, license, permit, authorization, approval or other action by any
      Person or Governmental Body which has not yet been obtained or received.
      The execution, delivery and performance of this Agreement by the Optionee
      or compliance with the provisions hereof by the Optionee does not, and
      will not, violate any provision of any Law to which the Optionee is
      subject or by which it is bound.

	 	 	 
		(c) 	
      No Actions. There are no lawsuits, actions or, to
      the best knowledge of the Optionee, investigations, claims or demands or
      other proceedings pending or, to the best knowledge of the Optionee,
      threatened against the Optionee that, if resolved in a manner adverse to
      the Optionee, would adversely affect the right or ability of the Optionee
      to carry out its obligations set forth in this
Agreement.



ARTICLE IV 

NEGATIVE COVENANTS 

	4.1 	
      Covenants of the Grantor. The Grantor
      agrees that, prior to the termination of this Agreement, she will not
      transfer, sell, or assign to any other Person, or otherwise dispose of,
      pledge, encumb- er, or suffer any Encumbrance upon, any shares of capital
      stock of Holdco which Grantor owns, including the Option Shares. The
      Grantor further agrees that, prior to the termination of this Agreement,
      she will not, without the prior written approval of the Optionee, vote (in
      person, by proxy or by action by written consent, as
      applicable) any of the Option Shares in favor of, or to adopt or approve
      any of the following actions with regard to Holdco or any subsidiary of
      Holdco (referred to individually and collectively as the
      “Company”): 



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	 	(a) 	Any increase of the number of
      authorized shares of capital stock of the Company; 
	 	  	  	  
		(b) 	Any transfer, sale, assignment, or
      other disposition of, or pledge or encumbrance of, any of the Company’s
      material assets (including, without limitation, the Exchange Shares and
      any shares of any other subsidiary or non-majority owned affiliated
      companies); 
	 	  	  	  
		(c) 	Any Change of Control with regard to
      the Company. “Change of Control” means the first to occur of
      any of the following events: 
	 	  	  	  
			(i) 	An acquisition by any individual, entity or
      group (within the meaning of Section 13(d)(3) or 14(d)(2) of the United
      States Securities Exchange Act of 1934 (the “Exchange Act”))
      (a “Person”) of beneficial ownership (within the meaning of
      Rule 13d-3 promulgated under the Exchange Act) of twenty percent (20%) or
      more of either (A) the then outstanding shares of the common or ordinary
      stock of the Company (the “Outstanding Common Stock”) or (B)
      the combined voting power of the then outstanding voting securities of the
      Company entitled to vote generally in the election of directors (the
      “Outstanding Voting Securities”); ex- cluding, however, the
      following: (1) any acquisition directly from the Company, other than an
      acquisition by virtue of the exercise of a conversion privilege un- less
      the security being so converted was itself acquired directly from the
      Compa- ny, (2) any acquisition by the Company, (3) any acquisition by any
      employee benefit plan (or related trust) sponsored or maintained by the
      Company or any entity controlled by the Company, or (4) any acquisition
      pursuant to a transaction which complies with clauses (A), (B) and (C) of
      paragraph (iii) of this definition; 
	 	  	  	  
			(ii) 	A change in the composition of the Board of
      Directors of the Company (the “Board”) such that the
      individuals who, as of the date of this Agreement, consti- tute such board
      of directors (such Board will be hereinafter referred to as the
      “In- cumbent Board”) cease for any reason to
      constitute at least a majority of the Board; provided, however, for
      purposes of this definition any individual who be- comes a member of the
      Board subsequent to the date of this Agreement, whose election, or
      nomination for election by the Company’s stockholders, was ap- proved by a
      vote of at least a majority of those individuals who are members of the
      Board and who were also members of the Incumbent Board (or deemed to be
      such pursuant to this proviso) will be considered as though such
      individual were a member of the Incumbent Board; and provided
      further, that any such individual whose initial assumption of office
      occurs as a result of either an actual or threat- ened election contest
      (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under
      the Exchange Act) or other actual or threatened solicitation of proxies or
      consents by or on behalf of a Person other than the Board will not be so
      considered as a member of the Incumbent Board; or 
	 	  	  	  
			(iii) 	Consummation of a reorganization, merger or
      consolidation or sale or other dis- position of all or substantially all
      of the assets of the Company or the acquisition by the Company of assets
      or stock of another entity (“Corporate Transaction”);
    excluding, however, such a Corporate Transaction following which (A) all or
    substantially all of the individuals and entities who are the beneficial
    owners, respectively, of the Outstanding Common Stock and
      Outstanding Voting Securities immediately prior to such Corporate
      Transaction beneficially own, directly or in- directly, more than fifty
      percent (50%) of, respectively, the outstanding shares of Common Stock,
      and the combined voting power of the then outstanding voting securities
      entitled to vote generally in the election of directors, as the case may
      be, of the corporation resulting from such Corporate Transaction
      (including, without limitation, a corporation which as a result of such
      transaction owns the Company or all or substantially all of the Company’s
      assets either directly or through one or more subsidiaries) in
      substantially the same proportions, as their ownership immediately prior
      to such Corporate Transaction, of the Outstanding Common Stock and
      Outstanding Company Securities, as the case may be, (B) no Person (other
      than the Company, or any employee benefit plan (or related trust) of the
      Company or such corporation resulting from such Corporate Transaction)
      benefi- cially owns, directly or indirectly, twenty percent (20%) or more
      of, respectively, the outstanding shares of common stock of the
      corporation resulting from such Corporate Transaction or the combined
      voting power of the outstanding voting securities of such corporation
      entitled to vote generally in the election of direc- tors except to the
      extent that such ownership existed prior to the Corporate Transaction, and
      (C) individuals who were members of the Incumbent Board at the time of the
      execution of the initial agreement or of the Board action providing for
      such Corporate Transaction constitute at least a majority of the members
      of the board of directors of the corporation resulting from such Corporate
      Transac- tion; or


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	 	 	(iv) 	
      The approval by the stockholders of the Company of a
      complete liquidation or dissolution of the Company;

	 	 	 	 
	 	(d)	
      Any sale or other issuance of any equity interest, shares
      of capital or other securities of the Company or any of its
      subsidiaries;

	 	 	 	 
	 	(e)	
      Any declaration, accrual, set aside or payment of any
      dividend or other distribution in re- spect of any equity interest or any
      shares of capital stock or other securities of the Com- pany or any
      repurchase or redemption of any equity interest or any shares of capital
      stock or other securities of the Company; or

	 	 	 	 
	 	(f)	
      Any agreement, commitment or offers of the Company or any
      of its subsidiaries, whether or not in writing, to take of the actions
      prohibited by clauses (a) through (e);

	 	 	 	 
	 	
      provided however, that neither the consummation of
      the transactions contemplated by this Agreement, the Exchange Transaction,
      nor any of the other transactions contemplated hereby will be deemed to be
      a “Change of Control” or otherwise prohibited by the covenants contained
      in this Section 4.1.

	 	 	 	 
	4.2 	
      The Grantor will cause Holdco and each of its
      subsidiaries to preserve intact the business and management organization
      of Holdco and all of its subsidiaries.



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ARTICLE V 

EVENTS OF DEFAULT AND TERMINATION 

	5.1 	
      Events of Default. The occurrence at any
      time with respect to a Party (the “Defaulting Party”) of any
      of the following events will constitute an event of default (an
      “Event of Default”) with respect to such Party:

	 	 	 
		(a) 	
      Failure to Pay or Deliver. The failure by a Party
      to make, when due, any payment under this Agreement or deliver the Option
      Shares in accordance with this Agreement, if such failure is not remedied
      on or before the third (3rd) Business Day after notice of such
      failure is given to the Defaulting Party.

	 	 	 
		(b) 	
      Breach of Agreement. The failure by a Party to
      comply with or perform any agreement, covenant or obligation (other than a
      failure described in Section 5.1(a), which will be governed by
      Section 5.1(a)) to be complied with or performed by such Party in
      accordance with this Agreement if such failure is not remedied on or
      before the tenth (10th) Business Day after notice of such
      failure is given to the Defaulting Party.

	 	 	 
		(c) 	
      Bankruptcy. A Party (1) is dissolved (other than
      pursuant to a consolidation, amalgamation or merger); (2) becomes
      insolvent or is unable to pay its debts or fails or admits in writing its
      inability generally to pay its debts as they become due; (3) makes a
      general assignment, arrangement or composition with or for the benefit of
      its creditors; (4) institutes or has instituted against it a proceeding
      seeking a judgment of insolvency or bankruptcy or any relief under any
      Bankruptcy Law, or a petition is presented for its winding-up or
      liquidation, and in the case of any such proceeding or petition instituted
      or presented against it, such proceeding or petition (A) results in a
      judgment of insolvency or bankruptcy or the entry of an order for relief
      or the making of an order for its winding- up or liquidation or (B) is not
      dismissed, discharged, stayed or restrained in each case within thirty
      (30) days of the institution or presentation thereof; (5) has a resolution
      passed for its winding-up, official management or liquidation (other than
      pursuant to a consolidation, amalgamation or merger); (6) seeks or becomes
      subject to the appointment of an administrator, provisional liquidator,
      conservator, receiver, trustee, custodian or other similar official for it
      or for all or substantially all of its assets; (7) has a secured party
      take possession of all or substantially all of its assets or has a
      distress, execution, attachment, sequestration or other legal process
      levied, enforced or sued on or against all or substantially all of its
      assets and such secured party maintains possession, or any such process is
      not dismissed, discharged, stayed or rescinded, in each case within thirty
      (30) days thereafter; (8) causes or is subject to any event with respect
      to it that, under applicable Law, has an analogous effect to any of the
      events described in clauses (1) through (7); or (9) takes any action in
      furtherance of, or indicating its consent to, approval of, or acquiescence
      in, any of the foregoing acts.

	 	 	 
	5.2 	
      Termination.

	 	 	 
		(a) 	
      If at any time an Event of Default with respect to a
      Party has occurred and is continuing, any other Party may terminate this
      Agreement and deem the Expiration Date to have oc- curred by giving
      written notice to the Defaulting Party specifying the relevant Event of
      Default.



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		(b) 	
      Unless otherwise terminated pursuant to Section
      5.2(a), this Agreement will terminate on the earlier of the Expiration
      Date and the date on which one hundred percent (100%) of the Option Shares
      have been transferred and conveyed to the Optionees hereunder.

	 	 	 
	ARTICLE VI
	 	 	 
	MISCELLANEOUS PROVISIONS
	 	 	 
	6.1 	
      Further Assurances. Each Party will
      execute and/or cause to be delivered to each other Party such instruments
      and other documents, and will take such other actions, as such other Party
      may reasonably request for the purpose of carrying out or evidencing any
      of the transactions contemplated by this Agreement.

	 	 	 
	6.2 	
      Notices. Any notice or other communication
      required or permitted to be delivered to any Party will be in writing and
      will be deemed properly delivered, given and received upon dispatch by
      hand, courier or express delivery service with receipt confirmed by
      signature of the addressee, to the address set forth beneath the name of
      such Party below (or to such other address as such Party may specify in a
      written notice given to the other Parties):




	 	If to the Grantor: 	Chan Sun Keung 
	 	 	 
	 	  	Cheung So Wa 
	 	 	 
	 	If to the Optionees: 	Yan Keyan 



	6.3 	
      Time of The Essence. Time is of the
      essence of this Agreement.

	 	 
	6.4 	
      Headings, Gender and Usage. The headings
      contained in this Agreement are for convenience of reference only, will
      not be deemed to be a part of this Agreement and will not be referred to
      in connection with the construction or interpretation of this Agreement.
      For purposes of this Agreement: (a) the words “include” and “including”
      will be taken to include the words, “without limitation;” and (b) whenever
      the context requires, the singular number will include the plural, and
      vice versa; and each of the masculine, feminine and neuter genders will
      refer to the others.

	 	 
	6.5 	
      Governing Law and Language. This Agreement,
      including all matters of construction, validity and performance, will in
      all respects be governed by, and construed in accordance with, the laws of
      the British Virgin Islands (without giving effect to principles relating
      to conflict of laws). This Agreement is written in English and the English
      language will govern any interpretation of this Agreement.

	 	 
	6.6 	
      Venue and Jurisdiction. If any legal
      proceeding or other legal action relating to this Agreement is brought or
      otherwise initiated, the venue therefore will be in Hong Kong, which will
      be deemed to be a convenient forum. Each of the Parties hereby expressly
      and irrevocably consents and submits to the jurisdiction of the courts in
      Hong Kong.



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	6.7 	
      Interpretation. Each Party acknowledges
      that it has participated in the drafting of this Agreement, and any
      applicable rule of construction to the effect that ambiguities are to be
      resolved against the drafting party may not be applied in connection with
      the construction or interpretation of this Agreement.

	 	 	 
	6.8 	
      Successors and Assigns. Each of the Parties
      will not assign this Agreement or any rights or obligations hereunder
      without the prior written consent of each other Party. This Agreement is
      binding upon, inures to the benefit of and is enforceable by Optionee,
      Grantor and their respective successors and assigns.

	 	 	 
	6.9 	
      Waiver.

	 	 	 
		(a) 	
      No failure on the part of any Person to exercise any
      power, right, privilege or remedy under this Agreement, and no delay on
      the part of any Person in exercising any power, right, privilege or remedy
      under this Agreement, will operate as a waiver of such power, right,
      privilege or remedy; and no single or partial exercise of any such power,
      right, privilege or remedy will preclude any other or further exercise
      thereof or of any other power, right, privilege or remedy.

	 	 	 
		(b) 	
      No Person will be deemed to have waived any claim arising
      out of this Agreement, or any power, right, privilege or remedy under this
      Agreement, unless the waiver of such claim, power, right, privilege or
      remedy is expressly set forth in a written instrument duly executed and
      delivered on behalf of such Person; and any such waiver will not be
      applicable or have any effect except in the specific instance in which it
      is given.

	 	 	 
	6.10 	
      Entire Agreement; Amendment. This Agreement
      sets forth the entire understanding of the Parties relating to the subject
      matter hereof and supersedes all prior agreements and understandings among
      or between any of the parties relating to the subject matter thereof. Any
      term of this Agreement may be amended only with the written consent of
      each Party.

	 	 	 
	6.11 	
      Severability. In the event that any
      provision of this Agreement, or the application of any such provision to
      any Person or set of circumstances, will be determined to be invalid,
      unlawful, void or unenforceable to any extent, the remainder of this
      Agreement, and the application of such provision to Persons or
      circumstances other than those as to which it is determined to be invalid,
      unlawful, void or unenforceable, will not be impaired or otherwise
      affected and will continue to be valid and enforceable to the fullest
      extent permitted by law.

	 	 	 
	6.12 	
      Counterparts. This Agreement may be
      executed in several counterparts, each of which will constitute an
      original and all of which, when taken together, will constitute one
      agreement.



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IN WITNESS WHEREOF, the Parties have caused this Amended and
Restated Option Agreement to be executed and delivered as of the date first set
forth above. 

	“GRANTOR” 	“OPTIONEE” 
	  	  
	  	  
	/s/ CHAN Sun Keung 	YAN Keyan 
	 	 
	CHAN Sun Keung 	YAN Keyan 
	Hong Kong ID Card No.: H430684(A) 	ID Card No.: 340825197206111314



/s/ CHEUNG So Wa ________________ 

CHEUNG So Wa 
Hong Kong ID Card No.: P479624(5) 

SIGNATURE PAGE TO OPTION AGREEMENT

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EXHIBIT A 

CERTAIN DEFINITIONS 

For purposes of this Agreement (including this Exhibit
A): 

“Aggregate Price” is defined in Section
1.6(a). 

“Bankruptcy Law” means any Law of any
jurisdiction relating to bankruptcy, insolvency, corporate reorganization,
company arrangement, civil rehabilitation, special liquidation, moratorium,
readjustment of debt, appointment of a conservator, trustee or receiver, or
similar debtor relief. 

“Board” is defined in Section 4.1(c)(i).


“Business Day” means a day on which the
commercial banks located in Hong Kong are open for regular business. 

“Change of Control” is defined in Section
4.1(c). 

“Company” is defined in Section 4.1. 

“Corporate Transaction” is defined in Section
4.1(c)(iii). 

“Effective Date” is defined in the Preamble. 

“Encumbrance” means any lien, pledge,
hypothecation, charge, mortgage, security interest, encumbrance, equity, trust,
equitable interest, claim, preference, right of possession, lease, tenancy,
license, encroachment, covenant, infringement, interference, order, proxy,
option, right of first refusal, preemptive right, community property interest,
legend, defect, impediment, exception, reservation, limitation, impairment,
imperfection of title, condition or restriction of any nature (including any
restriction on the transfer of any asset, any restriction on the receipt of any
income derived from any asset, any restriction on the use of any asset and any
restriction on the possession, exercise or transfer of any other attribute of
ownership of any asset). 

“Exchange Act” is defined in Section
4.1(c)(i). “Exchange Agreement” is defined in Recital B.
“Exchange Transaction” is defined in Recital B. “Exercise
Date” is defined in Section 1.5. 

“Exercise Notice” is defined in Section
1.5. 

“Expiration Date” is defined in Section
1.3.

“GAAP” means generally accepted accounting
principles consistently applied during the relevant period. 

“Governmental Body” means any: (a) nation,
principality, state, commonwealth, province, territory, county, municipality,
district or other jurisdiction of any nature; (b) federal, state, local,
municipal, foreign or other government; (c) governmental or quasi-Governmental
Body of any nature (including any governmental division, subdivision,
department, agency, bureau, branch, office, commission, council, board, instrumentality, officer, official, representative,
organization, unit, body or Entity and any court or other tribunal); (d)
multi-national organization or body; or (e) individual, Entity or body
exercising, or entitled to exercise, any executive, legislative, judicial,
administrative, regulatory, police, military or taxing authority or power of any
nature. 

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“Grantor” is defined in the Preamble. 

“Holdco” is defined in Recital A. 

“Incumbent Board” is defined in Section
4.1(c)(i). 

“Law” means any national, federal, state, local,
municipal, foreign or other law, statute, legislation, constitution, principle
of common law, resolution, ordinance, code, edict, decree, proclamation, treaty,
convention, rule, regulation, ruling, directive, pronouncement, requirement,
specification, determination, decision, opinion or interpretation issued,
enacted, adopted, passed, approved, promulgated, made, implemented or otherwise
put into effect by or under the authority of any Governmental Body. 

“Operating Company” is defined in Recital A. 

“Option” is defined in Section 1.1.


“Option Period” is defined in Section
1.3. “Option Price” is defined in Section
1.6(a). “Option Right” is defined in Section
1.1. “Option Shares” is defined in Recital C.
“Optionee” is defined in the Preamble. 

“Outstanding Common Stock” is defined in
Section 4.1(c)(i). 

“Outstanding Voting Securities” is defined in
Section 4.1(c)(i). 

“Party” and “Parties” are defined in the Preamble
to this Agreement. 

“Person” means an individual, a corporation, a
partnership, an association, a trust or other entity or organization, including
a government or political subdivision or an agency or instrumentality thereof,
except as used in ARTICLE IV, where its meaning is defined in Section
4.1(c)(i). 

“Shell Company” is defined in Recital
B. 

“US GAAP” means United States Generally Accepted
Accounting Principles consistently applied. 

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EXHIBIT B 

FORM OF OPTION EXERCISE NOTICE 

[Date] 

[________________] (the “Grantor”) 

[________________] 

[________________] 

		Re: 	Option Agreement dated March 9, 2011 (the
      “Option Agreement”), between Yan Keyan (the “Optionee”) and
      [________________] (the “Grantor”) 


Dear Sir: 

In accordance with Section 1.4 of the Option Agreement,
the Optionee hereby provides this notice of exercise of the Option Right in the
manner specified below: 

	 	(a) 	
      The Optionee hereby exercises its Option Right with
      respect to the Option Shares pursuant to the Option Agreement.

	 	 	 
	 	(b) 	
      The Optionee will pay the sum of RMB____________to the
      Grantor.

	 	 	 
	 	(d) 	
      Pursuant to this exercise, the Grantor will deliver to
      _______________the Option Shares in accordance with the instructions
      attached hereto.



Dated: _______________, ______

	 	                                                                             
      
	 	Yan Keyan 


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EXHIBIT C 

OPTION SHARES 


	Grantor 	Number of Shares
	Percentage of
      the
Capital Share 
	Chan Sun Keung 	14,000 	70% 
	Cheung So Wa 	6,000 	30% 



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