CHINA NETTV World Trade Center
HOLDINGS INC. Suite 536
999 Canada Place
Vancouver, B.C.
Canada, V6C 3E2
TEL: 604.641.1366
FAX: 604.641.1377
STOCK OPTION AGREEMENT
Option agreement made on December 21, 2005 between China NetTV Holdings Inc., a
corporation organized and existing under the laws of Nevada, with its principal
office located at World Trade Centre Suite 536, 999 Canada Place, Vancouver B.
C. V6C 3E2, here referred to as the Corporation, and Gongbo Li, a Consultant of
the corporation or one or more of its subsidiaries, here referred to as the
Optionee.
RECITALS
The Corporation desires, by affording the Optionee an opportunity to purchase
its Common shares, as provided in this agreement, for services rendered in the
past.
In consideration of the matters described above, and of the mutual benefits and
obligations set forth in this agreement, the parties agree as follows:
1. GRANT OF OPTION
The Corporation irrevocably grants to the Optionee the right and option
(the Option), to purchase all or any part of an aggregate of ONE HUNDRED
THOUSAND (100,000) common shares (this number being subject to adjustment
as provided in Section Seven of this agreement) on the terms and conditions
set for the in this agreement.
2. PURCHASE PRICE
The purchase price of the common shares covered by the Option shall be U. S
Dollars Twelve Cents (UD$0.12) per share.
3. TERM OF OPTION
The Option may be exercised by the Optionee up until the expiry date of the
options of December 21, 2008.
4. NONTRANSFERABILITY
This Option shall not be transferable except to the Optionee's estate, and
the Option may be exercised, during the lifetime of the Optionee, only by
the Optionee or his/her estate. More particularly (but without limiting the
generality of the foregoing), the Option may be not be assigned,
transferred, pledged or hypothecated in any way, shall not be assignable by
operation of law, and shall not be subject to execution, attachment or
similar process. Any attempted assignment, transfer, pledge, hypothecation
or other disposition of the option contrary to these provisions, and the
CHINA NETTV World Trade Center
HOLDINGS INC. Suite 536
999 Canada Place
Vancouver, B.C.
Canada, V6C 3E2
TEL: 604.641.1366
FAX: 604.641.1377
levy of any execution, attachment or similar process on the option, shall
be null and void.
5. OPTIONEE
Regardless of whether or not the Option shall be exercised, the Option
represents recognition and regard of the Optionee's past contribution to
the Corporation or one or more of its subsidiaries.
6. CHANGES IN CAPITAL STRUCTURE
If all or any portion of the option shall e exercised subsequent to any
share dividend, split-up, recapitalization, merger, consolidation,
combination or exchange of shares, separation, reorganization or
liquidation occurring after the date of this agreement, as a result of
which shares of any class shall be issued in respect of outstanding common
shares, or common shares shall be changed into the same or a different
number of shares of the same or another class or classes, the person or
persons so exercising the Option shall received the aggregate number and
class of shares which, if common shares (as authorized at the date of this
agreement) had been purchased at the date of this agreement for the same
aggregate price (on the basis of the price per share set for the in Section
Two of this agreement) and had not been disposed of, such person or persons
would be holding, at the time of such exercise, as a result of such
purchase and all such share dividends, split-ups, recapitalizations,
mergers, consolidations, combinations or exchanges of shares, separations,
reorganizations or liquidations; provided, however, that no fractional
share be issued on any such exercise, and the aggregate price paid shall be
appropriately reduced on account of any fractional share not issued.
7. METHOD OF EXERCISING OPTION
Subject to the terms and conditions of this option agreement, this Option
may be exercised by written notice to the Corporation, mailed or personally
delivered to the Corporation at the following address: World Trade Centre
Suite 536 - 999 Canada Place, Vancouver, BC V6C 3E2. Such notice shall
state the election to exercise the Option and the number of shares in
respect of which it is being exercised, and shall be signed by the person
or persons so exercising the Option.
The notice shall either:
CHINA NETTV World Trade Center
HOLDINGS INC. Suite 536
999 Canada Place
Vancouver, B.C.
Canada, V6C 3E2
TEL: 604.641.1366
FAX: 604.641.1377
(a) be accompanied by payment of the full purchase price of the shares, in
which event the corporation shall deliver a certificate or certificates
representing the shares as soon as practicable after the notice shall be
received; or
(b) fix a date (not less than five (5) nor more than ten (10)business days
from the date such notice is to be received by the corporation) for the
payment of the full purchase price of the shares against delivery of a
certificate of certificates representing the shares. Payment of the
purchase price shall, in either case, be made by cheque payable to the
order or the Corporation. The certificate of certificates for the shares as
to which the Option shall have been exercised shall be registered in the
name of the Optionee and another person jointly, with right of
survivorship, and shall be delivered as provided above to or on the written
order of the person or persons exercising the Option. All shares that shall
be purchased on the exercise of the option as provided in this agreement
shall be fully paid and nonassessable. Any unexercised portion shall stay
with the Optionee.
8. SUBSIDIARY
As used in this agreement, the term "subsidiary" shall mean any present or
future Corporation that would be a "subsidiary corporation" of the
Corporation, as that term is defined in Section 424 of the Internal Revenue
Code of 1986.
9. SIGNATURES
For the Company: Attest:
/s/ Anthony Garson /s/ Maurice Tsakok
------------------- -------------------
Anthony Garson, Maurice Tsakok,
President & CEO Secretary & Treasurer
For the Optionee
/s/ Gongbo Li
------------------- December 21, 2005
Gongbo Li