SHARE VESTING AGREEMENT

THIS AGREEMENT is dated XXX .

Parties

(1) XXX, whose registered office is situated at XXX (Company).

(2) XXX of XXX (Purchaser).

Background
The Company wishes to grant the Purchaser the right to acquire shares in the capital of
the Company, on the terms of this agreement. The Purchaser is an employee of the
Company. The Purchaser wishes to accept the right to purchase the shares.
Agreed terms
1 Interpretation
1.1 The following definitions and rules of interpretation apply in this agreement.
Aggregate Purchase Price: the purchase price of XXX (HKD XXX) per Share
for a total purchase price of XXX (HKD XXX).
Call Option: the irrevocable, exclusive option for a period of XXX months from
the Termination Date to:
(i) repurchase all or any portion of the Vested Shares held by
the Purchaser as of the Termination Date for a Fair Value
price per Share (adjusted for share splits, dividends and the
like); or
(ii) to convert the Vested Shares into non-voting shares in the
capital of the Company, which such shares shall retain all
the economic rights of the Vested Shares but shall not
entitle Purchaser to vote or otherwise participate in the
administration of the Company.
Cause: justification for the Company (or successor) to terminate Purchaser's
employment shall exist with cause under the following conditions:
(iii) Purchaser's failure to substantially perform Purchaser's
duties to the Company after there has been delivered to
Purchaser by the Company's Board of Directors a written
demand for substantial performance and opportunity to cure
which sets forth in detail the specific respects in which the
Company's Board of Directors believes that Purchaser has
not substantially performed Purchaser's duties;
(iv) Purchaser having committed willful fraud, willful misconduct,
dishonesty or other intentional action in any such case
which is materially injurious to the Company;
(v) Purchaser's having been convicted of, or having plead guilty
or no contest to, any crime that results in, or is reasonably
expected to result in material harm to the business or
reputation of the Company; or
 (vi) Purchaser's material breach of any material written
agreement between Purchaser and the Company and
Purchaser's failure to cure such breach within XXX days
after receiving written notice thereof.
Control: the beneficial ownership of more than XXX% of the issued share
capital of a company or the legal power to direct or cause the direction of the
general management of the company, and controls, controlled and the
expression change of control shall be construed accordingly.
A Change of Control occurs if a person who controls any body corporate
ceases to do so or if another person acquires Control of it.
Purchase Date : the date of execution of this agreement by the parties or on
such other date as the Company and Purchaser shall agree.
Repurchase Option: the irrevocable, exclusive option for a period of XXX
months from the Termination Date to repurchase all or any portion of the
Unvested Shares held by the Purchaser (or legal personal representatives of the
Purchaser in the event of death) as of the Termination Date at the original
purchase price per Share (adjusted for share splits, dividends and the like).
Shareholders' Agreement: that certain agreement made between the
shareholders of the Company from time to time regulating the parties thereto.
Shares: preferred shares in the capital of the Company.
Termination Date: the voluntary or involuntary termination of the service status of
the Purchaser for any reason (including death or disability), with or without cause.
Unvested Shares: Shares that have not yet been released from the
Repurchase Option.
Valuers: the auditors for the time being of the Company or, if they decline the
instruction, an independent firm of accountants appointed by the Company (in
each case acting as an expert and not as an arbitrator).
Vested Shares: Any Shares purchased by the Purchaser in accordance with
Clause 2 of this agreement, including both those Shares that are not subject to
the Repurchase Option and Vesting Shares that have been released from the
Repurchase Option.
Vesting Shares: XXX percent (100%) of the Shares purchased by the Purchaser
pursuant to this agreement that shall initially be subject to the Repurchase Option.
1.2 Clause headings do not affect the interpretation of this agreement.

1.3 A reference to a person includes a natural person, a corporate or

unincorporated body (whether or not having a separate legal personality).
1.4 A reference to writing or written includes faxes but not e-mail.

1.5 Words in the singular include the plural and in the plural include the singular.

1.6 Unless the context otherwise requires, a reference to one gender shall include a
reference to the other genders.
2 Sale of Shares
2.1 Subject to the terms and conditions of this agreement, on the Purchase Date,
the Company will issue and sell to the Purchaser, and the Purchaser agrees to
purchase from the Company, XXX Shares for the Aggregate Purchase Price.
2.2 On the Purchase Date, Purchaser will deliver the Aggregate Purchase Price to
the Company by electronic transfer or cheque and the Company will enter the
Shares in Purchaser's name as of such date in the register of members of the
Company.
2.3 The Company will deliver to Purchaser a share certificate in respect of the
Shares as soon as practicable following such date.
3 Share restrictions
3.1 In addition to the restrictions set forth in the articles of association of the
Company and the Shareholders' Agreement, the Purchaser shall not assign,
encumber or dispose of any interest in the Shares except to the extent permitted
by, and in compliance with the provisions below and applicable laws.
3.2 Repurchase Option

(a) The Company shall be entitled to exercise the Repurchase Option

from the Termination Date.
(b) Unless the Company notifies Purchaser within XXX months from the
Termination Date that it does not intend to exercise its Repurchase
Option with respect to some or all of the Unvested Shares, the
Repurchase Option shall be deemed automatically exercised by the
Company as of the end of such XXX month period following such
Termination Date.
(c) The Company, at its choice, may satisfy its payment obligation to
Purchaser with respect to exercise of the Repurchase Option by either:
(i) transfer of cleared funds to Purchaser in the amount of the
purchase price for the Unvested Shares being repurchased;
or
(ii) in the event Purchaser is indebted to the Company,
canceling an amount of such indebtedness equal to the
purchase price for the Unvested Shares being repurchased,
or
(iii) by a combination of (i) and (ii) so that the combined
payment and cancellation of indebtedness equals such
purchase price.
(d) As a result of any repurchase of Unvested Shares pursuant to Clause
3 the Company shall become the legal and beneficial owner of the
Unvested Shares being repurchased and shall have all rights and
interest therein or related thereto, and the Company shall have the
right to transfer to its own name the number of Unvested Shares being
repurchased by the Company, without further action by Purchaser.
3.3 Vesting
XXX of the Vesting Shares shall be released from the Repurchase Option on
XXX and additional Vesting Shares shall be released from the Repurchase
Option on the dates and in the amounts set out below until all Vesting Shares
are released from the Repurchase Option:

XXX
 Provided, however, that such scheduled releases from the Repurchase Option
shall immediately cease as of the Termination Date, or the date immediately
prior to a Change of Control or IPO (whichever is earlier). Fractional shares shall
be rounded to the nearest whole share.
3.4 Acceleration

(a) Notwithstanding the foregoing,

(i) if the Purchaser is terminated without Cause by the
Company which for the avoidance of doubt does not
include any termination that occurs as a result of a
Purchaser's death or disability; or
(ii) there is a Change of Control of the Company or initial
public offering (IPO) of securities in the capital of the
Company on an internationally recognised stock exchange
then the vesting of the Unvested Shares shall accelerate such that the
Repurchase Option shall lapse as to zero percent (0%) of the
Unvested Shares, effective, in the case of a termination of service as
of the Termination Date, and in the case of a Change of Control or IPO
of the Company, immediately prior to the consummation of the Change
of Control or IPO.
(b) The determination as to whether Purchaser's continuous service with
the Company has been terminated for cause shall be made in good
faith by the Company and shall be final and binding on the Purchaser.
(c) Nothing in Clause 3.4 shall limit the Company's ability to terminate
Purchaser's employment or consulting relationship at any time and
Company for this purpose shall be interpreted to include any subsidiary,
parent, affiliate or successor of the Company as appropriate.
3.5 Call option
(a) The Company shall be entitled to exercise the Call Option from the
Termination Date.
(b) If the Call Option is not exercised within XXX months after the
Termination Date, it shall lapse.
(c) As a result of any repurchase of Vested Shares pursuant to Clause 3
the Company shall become the legal and beneficial owner of the
Vested Shares being repurchased and shall have all rights and
interest therein or related thereto, and the Company shall have the
right to transfer to its own name the number of Vested Shares being
repurchased by the Company, without further action by Purchaser.
3.6 Restrictions on share transfer
Any sale or transfer of the Shares shall be void unless the provisions of this
agreement, the articles of the association of the Company and the Shareholders'
Agreement are adhered to.
4 Fair Value
4.1 The Fair Value of any Vested Share purchased subject to the Call Option shall
be the price per Share determined in writing by the Valuers on the following
bases and assumptions:
 (a) valuing each of the Shares as a proportion of the total value of all the
issued shares in the capital of the Company without any premium or
discount being attributable to the percentage of the issued share
capital of the Company which they represent;
(b) if the Company is then carrying on business as a going concern, on
the assumption that it will continue to do so;
(c) the sale is to be on arms' length terms between a willing seller and a
willing buyer;
(d) the Shares are sold free of all restrictions, liens, charges and other
encumbrances; and
(e) the sale is taking place on the date the Valuers were requested to
determine the Fair Value.
5 Escrow of Shares
5.1 For purposes of facilitating the enforcement of the provisions of Clause 3 above,
Purchaser agrees, immediately upon receipt of the share certificate(s) or, in the
case of uncertificated securities, notice of issuance, for the Shares subject to the
Repurchase Option, to deliver any such share certificate(s) or notification of title
to the Shares as well as a Share Power in the form attached as Schedule to this
Agreement executed by Purchaser, in blank, to the Company Secretary to hold
such Shares and Share Power in escrow and to take all such actions and to
effectuate all such transfers and/or releases as are required in accordance with
the terms of this Agreement.
5.2 Purchaser hereby acknowledges that the Company Secretary is so appointed as
the escrow holder with the foregoing authorities as a material inducement for the
Company to make this Agreement and that this appointment is consideration for
entry by the Company to this agreement and is irrevocable.
5.3 Purchaser agrees that said escrow holder shall not be liable to any party hereof
(or to any other party). The escrow holder may rely upon any letter, notice or
other document executed by any signature purported to be genuine and may
resign at any time. Purchaser agrees that if the Company Secretary resigns as
escrow holder for any or no reason, the Board of Directors of the Company shall
have the power to appoint a successor to serve as escrow holder pursuant to
the terms of this Agreement.
6 Assignment and other dealings
This agreement is personal to the parties and neither party shall without the
prior written consent of the other party assign, transfer, mortgage, charge,
subcontract, declare a trust over or deal in any other manner with any of its
rights and obligations under this agreement.
7 Entire agreement
7.1 This agreement constitutes the entire agreement between the parties and
supersedes and extinguishes all previous agreements, promises, assurances,
warranties, representations and understandings between them, whether written
or oral, relating to its subject matter.
7.2 Each party agrees that it shall have no remedies in respect of any statement,
representation, assurance or warranty (whether made innocently or negligently)
that is not set out in this agreement. Each party agrees that it shall have no
claim for innocent or negligent misrepresentation based on any statement in this
agreement.
8 Costs
Except as expressly provided in this agreement, each party shall pay its own
costs incurred in connection with the negotiation, preparation, and registration of
this agreement or any documents referred to in it.
9 Waiver
No failure or delay by a party to exercise any right or remedy provided under this
agreement or by law shall constitute a waiver of that or any other right or
remedy, nor shall it prevent or restrict the further exercise of that or any other
right or remedy. No single or partial exercise of such right or remedy shall
prevent or restrict the further exercise of that or any other right or remedy.
10 Rights and remedies
Except as expressly provided in this agreement, the rights and remedies
provided under this agreement are in addition to, and not exclusive of, any rights
or remedies provided by law.
11 Severance
11.1 If any provision or part-provision of this agreement is or becomes invalid, illegal
or unenforceable, it shall be deemed modified to the minimum extent necessary
to make it valid, legal and enforceable. If such modification is not possible, the
relevant provision or part- provision shall be deemed deleted. Any modification
to or deletion of a provision or part-provision under this clause shall not affect
the validity and enforceability of the rest of this agreement.
11.2 If any provision or part-provision of this agreement is invalid, illegal or
unenforceable, the parties shall negotiate in good faith to amend such provision so
that, as amended, it is legal, valid and enforceable, and, to the greatest extent
possible, achieves the intended commercial result of the original provision.
12 Language

12.1 This agreement is drafted in the English language. If this agreement is

translated into any other language, the English language version shall prevail.
12.2 Any notice given under or in connection with this agreement shall be in the
English language.
13 No partnership or agency
13.1 Nothing in this agreement is intended to, or shall be deemed to, establish any
partnership or joint venture between any of the parties, constitute any party the
agent of another party, or authorise any party to make or enter into any
commitments for or on behalf of any other party.
13.2 Each party confirms it is acting on its own behalf and not for the benefit of any
other person.
14 Status of this agreement
If there is an inconsistency between any of the provisions of this agreement and
the provisions of the articles of association of the Company, the provisions of
this agreement shall prevail as between the parties and each of the parties shall,
whenever necessary, exercise all voting and other rights and powers lawfully
available to him as a shareholder of the Company so as to procure the
amendment, waiver or suspension of the relevant provision of the articles of
association to the extent necessary to permit the Company and its affairs to be
administered as provided in this agreement.
15 Notices
15.1 All notices required or permitted by this agreement shall be in writing and in the
English language and shall be sent to the recipient at its address set out above,
or as otherwise directed by the recipient by notice given in accordance with this
clause.
15.2 Notices shall be delivered by hand or sent by registered post, courier or by
facsimile. If delivered by hand or sent by courier, notice will be deemed given on
the date of receipt, if sent by facsimile, on the date of transmission, and if sent
by registered post, XXX days after being posted.
16 Counterparts

This agreement may be executed in any number of counterparts, each of which

when executed shall constitute a duplicate original, but all the counterparts shall
together constitute the one agreement.
17 Governing law

This agreement and any dispute or claim arising out of or in connection with it or
its subject matter or formation (including non-contractual disputes or claims)
shall be governed by and construed in accordance with the law of Hong Kong.

This agreement has been entered into on the date stated at the beginning of it.

Schedule: Share Power

FOR VALUE RECEIVED, the undersigned (Holder) hereby sells, assigns and transfers
unto __________________________________(Transferee) Preferred shares in
the capital of XXX, a Hong Kong incorporated company with company number XXX
(Company), standing in Holder's name in the register of members of the Company,
whether held in certificated or uncertificated form, and does hereby irrevocably constitute
and appoint _________________________________to transfer said shares with full
power of substitution in the premises.
Date: _______________________.

HOLDER:

_____________________________
(PRINT NAME)

By _____________________________
(Signature)
Name: ______________________________
Title: ______________________________

Address: ______________________________

Email: ______________________________
This Share Power may only be used as authorized by the Restricted Shares Purchase
Agreement between the Holder and the Company, dated
______________________________ and the exhibits thereto (Agreement).

Instructions: Please do not fill in any blanks other than the signature line. The purpose of
this assignment is to enable the Company to exercise its repurchase option set forth in the
Agreement without requiring additional signatures on the part of Holder.

For and on behalf of the Company

_______________________________
XXX
Director

_______________________________
XXX
Purchaser