OPTION AGREEMENT

A.

The Shareholders are shareholders of Xingguo. The Shareholders collectively own more than 50% of the outstanding equity interest in Xingguo (each, an “ Equity Interest ” and collectively the “ Equity Interest ”);

B.

A series of agreements such as the Consultation Agreement (the “ Consultation Agreement ”) have been entered into between General Red BVI and Xingguo concurrently with this Agreement;

C.

An Share Pledge Agreement (the “ Share Pledge Agreement ”) has been entered into by the Parties concurrently herewith;

D.

The Parties are entering into this Option Agreement in conjunction with the Pledge Agreement, Consultation Agreement and related agreements.

1.

Option Grant  

1.1

Grant of Rights . The Shareholders (hereafter collectively referred to as the “ Transferor ”) hereby irrevocably grants to General Red BVI an option to purchase or cause any person designated by General Red BVI (“ Designated Persons ”) to purchase, to the extent permitted under PRC Law, according to the steps determined by General Red BVI, at the price specified in Section 1.3 of this Agreement, at any time from the Transferor a portion or all of the equity interests held by Transferor in Xingguo (the “ Option ”). No option or similar right shall be granted by Transferor to any third party other than General Red BVI and/or the Designated Persons. Xingguo hereby agrees to the granting of the Option by The Shareholders to General Red BVI and/or the Designated Persons. The “person” set forth in this clause and this Agreement means an individual, corporation, joint venture, partnership, enterprise, trust or a non-corporation organization.

1.2

Exercise of Rights . According to the stipulations of PRC laws and regulations, General Red BVI and/or the Designated Persons may exercise Option by issuing a written notice (the “ Notice ”) to the Transferor and specifying the equity interest purchased from Transferor (the “ Purchased Equity Interest ”) and the manner of purchase.

1.3

Purchase Price .

1.3.1

For General Red BVI to exercise the Option, the purchase price of the Purchased Equity Interest (“ Purchase Price ”) shall be equal to the original paid-in price of the Purchased Equity Interest by the Transferor, unless the applicable PRC laws and regulations require appraisal of the equity interests or stipulate other restrictions on the purchase price of equity interests.

1.3.2

If the applicable PRC laws require appraisal of the equity interests or stipulates other restrictions on the purchase price of the Equity Interest at the time that General Red BVI exercise the Option, the Parties agree that the Purchase Price shall be set at the lowest price permissible under the applicable laws.

1.4

Transfer of the Purchased Equity Interest . Upon each exercise of the Option rights under this Agreement:

1.4.1

Xingguo shall convene a shareholders’ meeting upon request by the Transferor, and Transferor agrees to call such meeting. During the meeting, resolutions shall be proposed, approving the transfer of the appropriate Equity Interest to General Red BVI and/or the Designated Persons;

1.4.2

The Transferor shall, upon the terms and conditions of this Agreement and the Notice related to the Purchased Equity Interest, enter into Equity Interest purchase agreement in a form reasonably acceptable to General Red BVI, with General Red BVI and/or the Designated Persons (as applicable);

1.4.3

The related parties shall execute all other requisite contracts, agreements or documents, obtain all requisite approval and consent of the government, conduct all necessary actions, without any security interest, transfer the valid ownership of the Purchased Equity Interest to General Red BVI and/or the Designated Persons, and cause General Red BVI and/or the Designated Persons to be the registered owner of the Purchased Equity Interest. In this clause and this Agreement, “ Security Interest ” means any mortgage, pledge, the right or interest of the third party, any purchase right of equity interest, right of acquisition, right of first refusal, right of set-off, ownership detainment or other security arrangements, however, it does not include any security interest created under the Share Pledge Agreement.

1.5

Payment . The payment of the Purchase Price shall be determined by the consultation of General Red BVI and/or the Designated Persons with the Transferor according to the applicable laws at the time of exercise of the Option.

2.

Promises Relating Equity Interest .    

2.1

Promises Related to Xingguo . Xingguo, the Shareholders hereby promise:

2.1.1

Without prior written consent by General Red BVI, not, in any form, to supplement, change or renew the Articles of Association of Xingguo, to increase or decrease registered capital of the corporation, or to change the structure of the registered capital in any other forms;

2.1.2

According to customary fiduciary standards applicable to managers with respect to corporations and their shareholders, to maintain the existence of the corporation, prudently and effectively operate the business;

2.1.3

Without prior written consent by General Red BVI, not, upon the execution of this Agreement, to sell, transfer, mortgage or dispose, in any other form, any asset, legitimate or beneficial interest of business or income of Xingguo, or encumber or approve any encumbrance or imposition of any security interest on General Red BVI’s assets;

2.1.4

Without prior written notice by General Red BVI, not issue or provide any guarantee or permit the existence of any debt, other than (i) the debt arising from normal or daily business but not from borrowing; and (ii) the debt disclosed to General Red BVI and obtained the written consent from General Red BVI;

2.1.5

To normally operate all business to maintain the asset value of Xingguo, without taking any action or failing to take any action that would result in a material adverse effect on the business or asset value of Xingguo;

2.1.6

Without prior written consent by General Red BVI, not to enter into any material agreement, other than agreements in the ordinary course of business (for purposes of this paragraph, if the amount of the Agreement involves an amount that exceeds a hundred thousand Yuan (RMB 100,000) the agreement shall be deemed material);

2.1.7

Without prior written consent by General Red BVI, not to provide loan or credit loan to any others;

2.1.8

Upon the request of General Red BVI, to provide all materials of operation and finance relevant to Xingguo to the extent they are in possession of such materials;

2.1.9

Purchase and hold insurance from an insurance company acceptable to General Red BVI, and the insurance amount and category shall be the same with those held by the companies in the same industry or field, operating the similar business and owning the similar properties and assets as Xingguo;

2.1.10

Without prior written consent by General Red BVI, not to cause Xingguo to merge or associate with any person, or acquire or invest in any person;

2.1.11

To notify General Red BVI of the occurrence or the potential occurrence of the litigation, arbitration or administrative procedure related to the assets, business and income of Xingguo;

2.1.12

To cause Xingguo to maintain and preserve its assets, and to execute all requisite or appropriate documents, take all requisite or appropriate actions, and pursue all appropriate claims, or make requisite or appropriate pleas for all claims;

2.1.13

Without prior written notice by General Red BVI, not to assign equity interests to shareholders in any form; however, General Red BVI shall distribute all or part of its distributable profits to their own shareholders upon request by General Red BVI;

2.1.14

According to the request of General Red BVI, to appoint any person designated by General Red BVI to be the directors of Xingguo.

2.2

Promises Related to Transferor . The Shareholders hereby promise:

2.2.1

Without prior written c