Dragon Acquisition Corporation: Form 8-K - Filed by newsfilecorp.com

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VBVY0jNbcxr3mft1aNgoVhRmR5yZp7kRuYldDgOElu9vqZWpwQtBoOBI97a79vn9 59/I92KGeB20of1XBPiKCw== 0001204459-10-001472.txt : 20100623 0001204459-10-001472.hdr.sgml : 20100623 20100623172626 ACCESSION NUMBER: 0001204459-10-001472 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 19 CONFORMED PERIOD OF REPORT: 20100623 ITEM INFORMATION: Changes in Registrant's Certifying Accountant ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100623 DATE AS OF CHANGE: 20100623 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Dragon Acquisition CORP CENTRAL INDEX KEY: 0001368192 STANDARD INDUSTRIAL CLASSIFICATION: LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES) [6552] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1225 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-52132 FILM NUMBER: 10913307 BUSINESS ADDRESS: STREET 1: C/O STUARTS CORPORATE SERVICES LTD STREET 2: P.O BOX 2510 GT CITY: GRAND CAYMAN STATE: E9 ZIP: 00000 BUSINESS PHONE: 242-502-8879 MAIL ADDRESS: STREET 1: C/O OCEAN BANK, TK HOUSE STREET 2: WEST BAY STREET & BLAKE ROAD CITY: NASSAU STATE: C5 ZIP: 00000 8-K 1 d8k.htm FORM 8-K Dragon Acquisition Corporation: Form 8-K - Filed by newsfilecorp.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest event Reported): June 23, 2010 (June 22, 2010)

DRAGON ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)

Cayman Islands	000-52132	N/A
(State or other jurisdiction of	(Commission File Number)	(IRS Employer Identification No.)
incorporation or organization)

Floor 28, Block C
Longhai Mingzhu Building
No.182 Haier Road
Qingdao 266000
People’s Republic of China
(Address of principal executive offices)

(86) 532 8099 7969
(Registrant's telephone number, including area code)

__________________________________________________
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

ITEM 4.01 CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

Dismissal of Previous Independent Registered Public Accounting Firm

On June 22, 2010, the Board of Directors of Dragon Acquisition Corporation (the “Company”) approved the dismissal of PMB Helin Donovan, LLP (“PMB”) as the Company’s independent auditor, effective immediately.

PMB’s reports on the Company’s financial statements as of and for the years ended December 31, 2009 and 2008 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that its report for the years ended December 31, 2009 and 2008 stated that the accumulated deficit during the development stage for the period from date of inception (March 10, 2006) through December 31, 2009 was $57,229.

During the years ended December 25, 2009 and 2008 and through PMB’s dismissal on June 22, 2010, there were (1) no disagreements with PMB on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of PMB, would have caused PMB to make reference to the subject matter of the disagreements in connection with its reports, and (2) no events of the type listed in paragraphs (A) through (D) of Item 304(a)(1)(v) of Regulation S-K.

The Company furnished PMB with a copy of this disclosure on June 22, 2010, providing PMB with the opportunity to furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made by the Company herein in response to Item 304(a) of Regulation S-K and, if not, stating the respect in which it does not agree. A letter from PMB, dated June 23, 2010 is filed as Exhibit 16.1 to this report.

Engagement of New Independent Registered Public Accounting Firm

Concurrent with the decision to dismiss PMB as the Company’s independent auditor, the Board of Directors appointed MSPC Certified Public Accountants and Advisors, A Professional Corporation (“MSPC”) as the Company’s independent auditor.

During the years ended December 25, 2009 and 2008 and through the date hereof, neither the Company nor anyone acting on its behalf consulted MSPC with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company or oral advice was provided that MSPC concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement or reportable events set forth in Item 304(a)(1)(iv) and (v), respectively, of Regulation S-K.

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

Resignation and Election of Chief Financial Officer and President

On June 22, 2010, Mr. Yang Chen resigned as the Chief Financial Officer and Vice President of the Company and Mr. Weiqing Zhang resigned from his position as the President of the Company. Such resignations were not because of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Zhang remained in his positions as Chief Executive Officer and Director of the Company. At the same time, the Board of Directors of the Company appointed Mr. Zhaohui John Liang as the Chief Financial Officer of the Company and Mr. Yang Chen as the President of the Company, effective immediately.

Pursuant to an employment agreement that the Company entered into with Mr. Liang on June 15, 2010 (the “Employment Agreement”), the Company agreed to pay Mr. Liang an annual salary of $200,000, subject to adjustment based on currency fluctuations, and reimburse Mr. Liang for his reasonable out-of-pocket business and entertainment expenses incurred in connection with the Company’s business. In addition, the Company agreed to establish an equity incentive plan for the Company’s officers and, within three (3) months, grant to Mr. Liang under such plan an option to purchase a number of the Company’s ordinary shares determined by the Board of Directors, but in no event less than 1.2% of the total number of the Company’s outstanding ordinary shares on the date of grant. If the Company does not establish such equity incentive plan within three (3) months, then the Company agreed to immediately grant an option to Mr. Liang to purchase a number of ordinary shares equal to 1.2% of the total number of outstanding ordinary shares. The stock option will have an exercise price determined by the Board of Directors, but in no event greater than $5.00 per share. Pursuant to the Employment Agreement, the Company also agreed to provide Mr. Liang and his direct family members with medical insurance and Mr. Liang is also eligible to participate in any bonus, incentive and benefit plans established by the Company. The term of the Employment Agreement is for two (2) years and may be terminated by the Company for cause upon thirty (30) days’ notice and by either party without cause upon sixty (60) days’ notice. Mr. Liang will also receive four months’ salary, accrued benefits, and an opportunity to vest and exercise all stock options if he resigns for good reason or is terminated without cause or after a change in control. The Employment Agreement also contains customary non-competition and confidentiality provisions.

The foregoing summary of the material terms and provisions of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement filed as Exhibit 10.1 to this report, which is incorporated by reference herein.

Mr. Zhaohui John Liang. Mr. Zhaohui John Liang, age 41, has over 15 years of experience in real estate finance, investment and development. From June 2009 to June 2010, Mr. Liang was Senior Director of Real Estate at The Great Atlantic & Pacific Tea Company, Inc. (NYSE: GAP), where he oversaw the real estate portfolio of one of the largest U.S. retail chains with $9 billion in annual sales, managed real estate-oriented corporate financing, accounting and reporting, led major corporate divestures and acquisitions, and developed and implemented the company’s strategic real estate plan. Prior to that, he served in key positions at Lerner Heidenberg Properties, Inc., a real estate investment and development company, including Chief Financial Officer from January 2006 to February 2009 and Director of Finance and Acquisitions from December 2004 to January 2006. From May 2004 to December 2004, Mr. Liang was Senior Financial Analyst & Asset Manager at General Growth Properties, Inc. (NYSE: GGP), a public real estate investment trust. From May 2003 to September 2003, he served as an Equity Analyst in the Real Estate Group of Friedman Billings Ramsey & Co., an investment bank, and from January 1994 to April 2002, he was a Development Project Manager at THSSW Architects, P.C., an architectural and construction project management firm. Mr. Liang earned his Bachelor of Architecture from the University of Arkansas, and his MBA with a dual major in finance and real estate from the Wharton School at the University of Pennsylvania. He is a member of a number of professional organizations including the Chinese Finance Association, Zell/Lurie Real Estate Center of the Wharton School, Urban Land Institute, the American Institute of Architects, and the International Council of Shopping Centers. He is also a licensed architect.

Mr. Yang Chen. Prior to election to his position as President, Mr. Yang Chen, age 38, previously served as the Company’s Chief Financial Officer and Vice President from the closing of the Company’s reverse acquisition of Leewell Investment Group Limited on April 14, 2010, and had held the same positions with the Company’s subsidiary Qingdao Oumei Real Estate Development Co., Ltd. (“Oumei”) since January 2008. Mr. Chen has more than 17 years of experience in accounting and financial management. Prior to joining Oumei, he served as chief financial officer for several companies, including Mudanjiang Dongxing Group Corporation, a retail-oriented diversified company (hotels, supermarkets, villas, and electrical equipment) from 2004 to 2008 and Harbin Guangyun Electrical Appliance Co., Ltd. prior to joining Mudanjiang Dongxing in 2004. Mr. Chen graduated from Harbin Institute of Technology with a Bachelor’s degree in industrial accounting in 1992.

There are no arrangements or understandings between Mr. Liang or Mr. Chen and any other persons pursuant to which he was selected for his position and there are no transactions between the Company and Mr. Liang or Mr. Chen that would require disclosure under Item 404(a) of Regulation S-K. No family relationship exists between Mr. Liang or Mr. Chen and any director or executive officer of the Company.

Resignation and Election of Directors

On June 22, 2010, Mr. Zhongbo Zhou resigned from the Company’s Board of Directors. His resignation was not because of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. At the same time, the Board of Directors of the Company elected Mr. Lawrence Lee, Dr. Peter Linneman and Mr. Ruiping Tao as directors of the Company. The Board of Directors determined that each newly elected director is an “independent director” as defined by Rule 5605(a)(2) of the NASDAQ Listing Rules. Each newly elected director was also appointed to the newly established Audit Committee, Compensation Committee and Governance and Nominating Committee of the Board of Directors, as more fully described below.

On the same day, the Company entered into separate independent director agreements (the “Director Agreements”) and indemnification agreements (the “Indemnification Agreements”) with each newly elected director. Under the terms of the Director Agreements, the Company agreed to pay Mr. Lee an annual fee of $40,000 and Mr. Tao an annual fee of RMB 120,000 (approximately $17,564), as compensation for the services to be provided by them. As compensation for his services, the Company agreed to grant to Dr. Linneman 20,000 restricted ordinary shares at the time of the establishment of the Company’s equity incentive plan, and on each anniversary of his appointment that he remains our director (regardless of his director status after such anniversary), 20,000 restricted ordinary shares and an option for the purchase of 20,000 ordinary shares. The options to be granted to Dr. Linneman will have an exercise price equal to the market closing price of the Company’s ordinary shares on the date of grant, or, if no such market closing price information is available, the Compensation Committee or the Board will determine the exercise price based on its analysis of the ordinary shares’ fair market value. Under the terms of the Indemnification Agreements, the Company agreed to indemnify the newly elected directors against expenses, judgments, fines, penalties or other amounts actually and reasonably incurred by them in connection with any proceeding if such director acted in good faith and in the best interests of the Company. The Company also entered into Indemnification Agreements with its executive officers, including its Chairman, Mr. Antoine Cheng, its Chief Executive Officer, Mr. Weiqing Zhang, its President, Mr. Yang Chen, and its Chief Financial Officer, Mr. Zhaohui John Liang.

The foregoing summary of the material terms and provisions of the Director Agreements and the Indemnification Agreements does not purport to be complete and is qualified in its entirety by reference to the agreements filed as Exhibits 10.2 through 10.11 to this report, which are incorporated by reference herein.

Mr. Lawrence Lee. Mr. Lawrence Lee, age 46, is the founder and managing director of the Boardroom Advisors Company Limited, a Beijing-based financial advisory firm. He is currently also serving as a director of Universal Travel Group (NYSE: UTA), an online travel service company operating in China. From October 2007 to November 2009, Mr. Lee served as chief financial officer of Synutra International, Inc. (NASDAQ: SYUT), a consumer product company operating in China. From August 2004 to September 2007, Mr. Lee was a vice president and chief financial officer of Kasen International Holdings Limited, a public company listed on the Hong Kong Stock Exchange. Prior to that, Mr. Lee served as chief financial officer at Eagle Brand Holdings Limited, a company listed on the Singapore Stock Exchange. Mr. Lee’s experience also includes serving as a financial controller at the Korean division of Exel Plc, a multinational supply chain management firm, and serving as a senior auditor at Waste Management Inc.’s international department in London. Mr. Lee is a fellow member of the Association of Chartered Certified Accountants (ACCA). Mr. Lee received a bachelor’s degree in management and engineering from Beijing Institute of Technology, a master’s degree in economics from Renmin University of China, and a master’s degree in accounting and finance from the London School of Economics.

Dr. Peter Linneman. Dr. Peter Linneman, age 59, is widely recognized as one of the leading strategic thinkers in the real estate industry, and was cited as one of the 25 most influential people in real estate by Realtor Magazine, and one of the 100 most powerful people in NY real estate by the NY Observer. For 30 years he has been the managing principal of Linneman Associates, providing strategic and financial advice to leading corporations, and also serves as the Albert Sussman Professor of Real Estate, Finance, and Public Policy at the Wharton School of Business, the University of Pennsylvania. A member of Wharton’s faculty since 1979, he served as the founding chairman of Wharton’s Real Estate Department and was the Director of Wharton’s Zell-Lurie Real Estate Center for 13 years. He is the founding co-editor of The Wharton Real Estate Review. His teaching and research focuses on real estate and investment strategies. He has published over 80 articles during his career and is a highly sought-after speaker, appearing as the keynote speaker at numerous major industry conferences. He is also a co-coordinator/sponsor/moderator (with Sam Zell) of the prestigious industry roundtable, The Marshall Bennett Classic. His quarterly research publication, The Linneman Letter, is widely read throughout the real estate industry and is viewed as a major thought leader in the business. His book, Real Estate Finance and Investments: Risks and Opportunities, has been adopted at over 50 leading universities and is the leading primary reference source for those interested in real estate finance and investment. Dr. Linneman holds both Masters and Doctorate degrees in economics from the University of Chicago. He currently serves on the Board of Directors and executive, compensation and governance committees of Equity One, Inc. (NYSE: EQY), an owner, developer and operating of shopping centers, and on the Board of Directors and executive and audit committees of JER Investors Trust Inc. (JERT), a commercial real estate finance company.

Mr. Ruiping Tao. Mr. Ruiping Tao, age 60, is regarded as one of the pioneers in shaping the City of Qingdao’s urban planning strategy, and widely recognized in China as a leading expert in the field of urban planning, development and public policy. He currently serves as the Chairman of the City of Qingdao Urban Planning Association. As a life-long public servant, Mr. Tao served as the Chief of Qingdao Urban Planning Bureau from February 2007 to March 2008, and as Vice Chief from April 2001 to February 2007. In April 2008, Mr. Tao was appointed by the Government of Qingdao to head a special task force in charge of developing a comprehensive urban development plan for Yongwan Bay, which is the geographic and strategic focal point of the city’s next 5-year development strategy. Mr. Tao previously served as a Navy officer from December 1970 to April 2001. He officially retired from all governmental positions in March 2010. Mr. Tao is frequently invited to speak at national and international urban planning industry conferences, such as the International Society of City and Regional Planners Convention, and provides advisory service to numerous governmental and educational institutions in China. Mr. Tao received his Bachelor of Electrical and Mechanical Engineering from the College of Naval Engineering, and his EMBA from the Cheung Kong Graduate School of Business.

There are no arrangements or understandings between any of the newly elected directors and any other persons pursuant to which they were selected as directors and there are no transactions between the Company and any newly elected director that would require disclosure under Item 404(a) of Regulation S-K.

ITEM 5.05 AMENDMENTS TO THE REGISTRANT’S CODE OF ETHICS, OR WAIVER OF A PROVISION OF THE CODE OF ETHICS.

On June 22, 2010, the newly formed Audit Committee of the Board of Directors of the Company adopted a Code of Ethics that applies to all of the directors, officers and employees of the Company and its subsidiaries, including the Company’s principal executive officer, principal financial officer and principal accounting officer. The Code of Ethics addresses, among other things, honesty and ethical conduct, conflicts of interest, compliance with laws, regulations and policies, including disclosure requirements under the federal securities laws, confidentiality, trading on inside information, and reporting of violations of the code. A copy of the Code of Ethics is filed as Exhibit 14 to this report and is incorporated herein by reference.

ITEM 8.01. OTHER EVENTS

June 22, 2010, the Board of Directors of the Company established an Audit Committee, a Compensation Committee, and a Governance and Nominating Committee and appointed each of the Company’s independent directors, Mr. Lawrence Lee, Dr. Peter Linneman and Mr. Ruiping Tao, to serve as members of each committee. Mr. Lee was appointed as the Chair of the Audit Committee, Mr. Tao was appointed as the Chair of the Compensation Committee and Dr. Linneman was appointed as the Chair of the Governance and Nominating Committee. The Board also determined that Mr. Lee possesses accounting or related financial management experience that qualifies him as financially sophisticated within the meaning of Rule 5605(c)(2)(A) of the NASDAQ Listing Rules and that he is an “audit committee financial expert” as defined by the rules and regulations of the Securities and Exchange Commission. Copies of the Audit Committee Charter, the Compensation Committee Charter, and the Governance and Nominating Committee Charter are filed as Exhibits 99.1, 99.2 and 99.3, respectively, to this report and are incorporated herein by reference.

A copy of a press release issued by the Company on June 23, 2010, announcing the matters disclosed in the report, is filed as Exhibit 99.4 to this report.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit No.		Description

10.1		Employment Agreement, dated June 15, 2010, between the Company and Zhaohui John Liang

10.2		Independent Director Agreement, dated June 22, 2010, between the Company and Lawrence Lee

10.3		Independent Director Agreement, dated June 22, 2010, between the Company and Dr. Peter Linneman

10.4		Independent Director Agreement, dated June 22, 2010, between the Company and Ruiping Tao

10.5		Indemnification Agreement, dated June 22, 2010, between the Company and Lawrence Lee

10.6		Indemnification Agreement, dated June 22, 2010, between the Company and Dr. Peter Linneman

10.7		Indemnification Agreement, dated June 22, 2010, between the Company and Ruiping Tao

10.8		Indemnification Agreement, dated June 22, 2010, between the Company and Antoine Cheng

10.9		Indemnification Agreement, dated June 22, 2010, between the Company and Weiqing Zhang

10.10		Indemnification Agreement, dated June 22, 2010, between the Company and Yang Chen

10.11		Indemnification Agreement, dated June 22, 2010, between the Company and Zhaohui John Liang

14.1		Code of Ethics, adopted June 22, 2010

16.1		Letter from PMB Helin Donovan, LLP, regarding change in certifying accountant

99.1		Dragon Acquisition Corporation Audit Committee Charter, adopted June 22, 2010

99.2		Dragon Acquisition Corporation Compensation Committee Charter, adopted June 22, 2010

99.3		Dragon Acquisition Corporation Governance and Nominating Committee Charter, adopted June 22, 2010

99.4		Press Release, dated June 23, 2010

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 23, 2010

DRAGON ACQUISITION CORPORATION

By: /s/ Weiqing Zhang

Weiqing Zhang

Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Description

10.1		Employment Agreement, dated June 15, 2010, between the Company and Zhaohui John Liang

10.2		Independent Director Agreement, dated June 22, 2010, between the Company and Lawrence Lee

10.3		Independent Director Agreement, dated June 22, 2010, between the Company and Dr. Peter Linneman

10.4		Independent Director Agreement, dated June 22, 2010, between the Company and Ruiping Tao

10.5		Indemnification Agreement, dated June 22, 2010, between the Company and Lawrence Lee

10.6		Indemnification Agreement, dated June 22, 2010, between the Company and Dr. Peter Linneman

10.7		Indemnification Agreement, dated June 22, 2010, between the Company and Ruiping Tao

10.8		Indemnification Agreement, dated June 22, 2010, between the Company and Antoine Cheng

10.9		Indemnification Agreement, dated June 22, 2010, between the Company and Weiqing Zhang

10.10		Indemnification Agreement, dated June 22, 2010, between the Company and Yang Chen

10.11		Indemnification Agreement, dated June 22, 2010, between the Company and Zhaohui John Liang

14.1		Code of Ethics, adopted June 22, 2010

16.1		Letter from PMB Helin Donovan, LLP, regarding change in certifying accountant

99.1		Dragon Acquisition Corporation Audit Committee Charter, adopted June 22, 2010

99.2		Dragon Acquisition Corporation Compensation Committee Charter, adopted June 22, 2010

99.3		Dragon Acquisition Corporation Governance and Nominating Committee Charter, adopted June 22, 2010

99.4		Press Release, dated June 23, 2010

EX-10.1 2 exhibit10-1.htm EXHIBIT 10.1 Dragon Acquisition Corp.: Exhibit 10.1 - Filed by newsfilecorp.com

Exhibit 10.1

EMPLOYMENT AGREEMENT

This employment agreement (this "Agreement") dated as of June 15, 2010 (the "Effective Date"), is made by and between Dragon Acquisition Corporation, a Cayman Islands company (the “Company”), the parent company of Qingdao Oumei Real Estate Development Co., Ltd., with an address at Floor 28, Block C, Longhai Mingzhu Building, No.182 Haier Road, Qingdao 266000, PRC, and Zhaohui John Liang (the “Executive”) (collectively, the “Parties”).

WHEREAS, the Company desires to employ the Executive from the Effective Date until expiration of the term of this Agreement, and the Executive is willing to be employed by the Company during that period, on the terms and subject to the conditions set forth in this Agreement;

WHEREAS, the Executive will have the duties and responsibilities as described in Section 1 of the Agreement during the period when the Executive is the Chief Financial Officer of the Company; and

WHEREAS, the Parties wish to establish the terms of the Executive’s employment with the Company;

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises contained herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

1. POSITION/DUTIES.

(a) During the Employment Term, the Executive shall serve as the Chief Financial Officer of the Company. In this capacity the Executive shall be responsible to lead and manage the operations of the Company that are related to finance and capital market, including, but is not limited to, providing expertise in making financial plan and strategy, accompanying the Company’s investment bankers and investor relations professionals to meeting with investors, analysts and other market professionals, and working with the Company’s U.S. legal counsel and auditors to implement, monitor and oversee the Company’s compliance with the requirements of the Sarbanes-Oxley Act, the Securities Act of 1933, the Exchange Act of 1934, and the listing rules as a public company and to advise the Board of Directors (the “Board”) with respect to the Company’s internal controls and procedures, including disclosure controls and procedures.

(b) During the Employment Term, the Executive shall report directly to the Chief Executive Officer and the Board of the Company. The Executive shall obey the lawful directions of the Chief Executive Officer and the Board to whom the Executive reports and shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof.

(c) Unless the Parties agree otherwise in writing, during the Employment Term, the Executive shall perform the services contemplated by this Agreement at the Executive’s office located in River Vale, New Jersey in the United States; provided, however, that the Company may, from time to time, require the Executive to travel for up to an aggregate of five (5) months per annum to other locations on the Company's business. Notwithstanding the foregoing, nothing in this Agreement is to be construed as prohibiting the Executive from serving as a director of other entities whether or not for profit, so long as his service as such does not substantially prevent or prohibit the Executive from effectively discharging his duties hereunder and such positions are disclosed to the Board.

(d) During the Employment Term, the Executive shall lead and coordinate the Company’s investor relations activities which shall include, but is not limited to, communications with investors, analysts and media, and the Company’s public disclosure, and shall implement and monitor the corporate governance of the Company in complianpartce with the applicable laws and regulations. The Executive shall work in conjunction with other members of the executive management team to support the Company’s business growth.

(e) During the Employment Term, in the event that the Company engages in any capital markets activities, the Executive shall take a leading role in such transactions by overseeing underwriters, counsels and auditors, and preparing and/or reviewing requisite documentations in connection with such transactions.

2. EMPLOYMENT TERM. Except for earlier termination as provided in Section 6, the Executive’s employment under this Agreement shall be for two (2) year starting on the Effective Date and ending on June 15, 2012 (the "Initial Term"). Subject to Section 5, at the end of the Initial Term this Agreement may be extended for additional terms by mutual agreement of the Parties (“Additional Term”). The amount of compensation payable to the Executive during any extension of the Initial Term shall be discussed and agreed upon by both Parties 30 days before the Agreement termination date. The Initial Term and any Additional Term shall be referred to herein as the "Employment Term."

3. COMPENSATION.

(a) Base Salary. In consideration of the services to be rendered hereunder, the Company hereby agrees to pay the Executive an annual base salary of two hundred thousand U.S. dollars ($200,000) payable in equal monthly installments (the “Base Salary”). The payment of Base Salary hereunder shall not in any way limit or reduce any other obligation of the Company hereunder, and no other compensation, benefit or payment hereunder shall in any way limit or reduce the obligation of the Company to pay the Executive’s Base Salary hereunder. The Board, at any time and from time to time, may increase (but not reduce) the Base Salary payable under this Agreement, and increase in the Base Salary shall become effective at the time indicated by the Board without the need for an amendment to this Agreement. At the end of the first twelve-month period of the Employment Term, if the Chinese currency (Renminbi or RMB) has appreciated more than five percent (5%) against the U.S. currency (U.S. Dollar) over the immediately preceding twelve-month period, then the Executive’s annual Base Salary for the next twelve-month period shall be adjusted upward by the same percentage ratio.

(b) Stock Options. The Board shall form a compensation committee, and the compensation committee shall, in an expeditious manner, establish a compensation and incentive program for the Company’s officers, including a stock options plan. Subject to the terms and conditions provided in this Agreement, the Company agrees to grant the Executive stock options to purchase shares of the common stock of the Company (“Stock Options”). However, since no stock options plan is currently in place, the Company agrees to follow the terms and conditions set forth in Attachment A annexed hereto and made a part hereof, in granting the Executive Stock Options.

(c) Incentive & Bonus Plans. During the term of his employment under this Agreement, at the Board’s discretion, the Executive shall be eligible to participate in all bonus and incentive plans established by the Board.

(d) Withholding of Taxes. The Executive understands that the services to be rendered under this Agreement will cause the Executive to recognize taxable income, which is considered under the Internal Revenue Code of 1986, as amended, and applicable regulations thereunder as compensation income subject to the withholding of income tax (and Social Security or other employment taxes). The Executive hereby consents to the withholding of such taxes. The Company shall, in accordance with applicable law and regulations, be responsible for all U.S. federal, state and local government imposed employer tax payment or matching, including, but not limited to, Federal Insurance Contributions Act (FICA) taxes and federal and state unemployment taxes.

4. EMPLOYEE BENEFITS.

(a) Benefit Plans. The Executive shall be eligible to participate in any employee benefit plan of the Company, including, but not limited to, equity, pension, thrift, profit sharing, life, disability, health, accident and other insurance programs, education, or other retirement or welfare benefits that the Company has adopted or may adopt, maintain or contribute to the benefit of its senior executives, at a level commensurate with his positions, subject to satisfying the applicable eligibility requirements.

(b) Vacation and Holidays. The Executive shall be entitled to an annual paid vacation in accordance with the Company's policy applicable to senior executives from time to time in effect, but in no event less than three (3) weeks per calendar year (as prorated for partial years), which vacation may be taken at such times as the Executive elects with due regard to the needs of the Company. The Executive shall be entitled to all standard U.S. legal public Holidays.

(c) Business and Entertainment Expenses. During the Employment Term, the Company shall reimburse the Executive for his reasonable out-of-pocket business and entertainment expenses incurred in connection with the Company's business, including office equipments and expenses, travel expenses, food, and lodging while away from home. In the event that the Executive uses his personal car while traveling on the Company's business, the Executive shall be reimbursed at the Internal Revenue Services standard mileage rate (currently US$0.50 per mile) plus tolls and parking. Expenses shall be reimbursed on a monthly basis.

(d) Insurance. The Executive and each individual direct family member of the Executive shall be provided by the Company with medical, vision and dental insurance plans providing international standard coverage as determined by the Company after consultation with the Executive.

5. TERMINATION. The Executive's employment and the Employment Term shall terminate on the first of the following to occur:

(a) Disability. The thirtieth (30th) day following a written notice of termination by the Company to the Executive due to Disability. For purposes of this Agreement, "Disability" shall mean a determination by the Board in accordance with applicable law that due to a physical or mental injury, illness or incapacity, the Executive is unable to perform the essential functions of his job for a period of more than six (6) consecutive months. Any determination by the Board with respect to Executive's Disability must be based on a determination of competent medical authority or authorities, a copy of which determination must be delivered to the Executive at the time it is delivered to the Board. In the event the Executive disagrees with the determination described in the previous sentence, the Executive shall have the right to submit to the Board a determination by a competent medical authority or authorities of the Executive's own choosing to the effect that the aforesaid determination is incorrect and that the Executive is capable of performing his duties under this Agreement. If, upon receipt of such determination, the Board wishes to continue to seek to terminate this Agreement under the provisions of this section, the Parties shall submit the issue of the Executive’s Disability to arbitration in accordance with the provisions of this Agreement.

(b) Death. Automatically on the date of death of the Executive.

(c) Cause. Immediately upon written notice of termination by the Company to the Executive for Cause. "Cause" shall mean, as determined by the Board (or its designee) (1) conduct by the Executive in connection with his employment duties or responsibilities that is fraudulent, unlawful or grossly negligent; (2) the willful misconduct of the Executive; (3) the willful and continued failure of the Executive to perform the Executive's duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness); or (4) any material breach by the Executive of any provision of this Agreement; provided, however, that no such termination shall be deemed to be a Termination for Cause unless the Company has provided the Executive with written notice of what it reasonably believes are the grounds for any Termination for Cause and the Executive fails to take appropriate remedial actions during the thirty (30) day period following receipt of such written notice.

(d) Without Cause. On the sixtieth (60th) day following written notice of termination by either Party to the other Party without Cause, other than for death or Disability of the Executive. Termination without cause shall also include termination after a Change of Control (as defined herein) and termination by the Executive for Good Reason (as defined herein). For purposes of this Agreement, a “change in control” shall be defined as (1) the sale of more than fifty percent (50%) of the Company’s outstanding capital stock, other than in connection with an underwritten public offering of the Company’s securities; or (2) the sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Company; or (3) a merger, consolidation, or like business combination or reorganization of the Company (or similar transaction) in which the Company is not the surviving entity or following which the Company’s shareholders immediately prior to such transaction no longer control a majority of the Company’s voting stock. “Good Reason” shall mean (1) that without the Executive’s prior written consent and in the absence of Cause, one or more of the following events occurs: (i) any materially adverse change in the Executive’s authority, duties, or responsibilities or any assignment to the Executive of duties and responsibilities materially inconsistent with those normally associated with the Executive’s position; or (ii) a reduction in the Executive’s salary or benefits; or (iii) the Executive is required to be primarily based at any office more fifty (50) miles outside the metropolitan area of the Executive’s then current business address, excluding travel required in the performance of the Executive’s responsibilities. In this regard, the Executive hereby acknowledges that the Executive shall be required as part of his responsibilities to spend a significant amount of time working at the Company’s offices located in the Peoples Republic of China, subject to the provisions in Section 1(c) of this Agreement; and (2) within sixty (60) calendar days of learning of the occurrence of any event specified in clause (1), and in the absence of any circumstances that constitute Cause, the Executive terminates employment with the Company, by written notice to the Company; provided, however, that the events set forth in subparagraphs (1)(i), (2)(ii) or (3)(iii) shall not constitute Good Reason for purposes of this Agreement unless, within thirty (30) calendar days of the Executive’s learning of such event, the Executive gives written notice of the event to the Company, and the Company fails to remedy such event within thirty (30) calendar days of receipt of such notice.

6. CONSEQUENCES OF TERMINATION.

(a) Disability. Upon termination of the Employment Term because of the Executive's Disability, the Company shall pay or provide to the Executive (1) any unpaid Base Salary and any accrued vacation through the date of termination; (2) any unpaid Annual Bonus accrued with respect to the fiscal year ending on or preceding the date of termination; (3) reimbursement for any unreimbursed expenses properly incurred through the date of termination; (4) incentive compensation to the extent earned and vested; and (5) all other payments or benefits to which the Executive may be entitled under the terms of any applicable employee benefit plan, program or arrangement (collectively, "Accrued Benefits"). Additionally, the Company shall pay to the Executive a lump sum payment equal to four (4) months of Base Salary.

(b) Death. Upon the termination of the Employment Term because of the Executive's death, the Executive's estate shall be entitled to any Accrued Benefits. Additionally, the Company shall pay to the Executive's estate a lump sum payment equal to four (4) months of Base Salary.

(c) Termination for Cause. Upon the termination of the Employment Term by the Company for Cause or by either Party in connection with a failure to renew this Agreement, the Company shall pay to the Executive any Accrued Benefits through the date of termination.

(d) Termination without Cause. Upon the termination of the Employment Term without Cause, the Company shall pay to the Executive (1) the Accrued Benefits, and (2) a lump sum payment equal to four (4) months of Base Salary. In addition, in the event of termination without Cause, the Company shall provide the Executive with the opportunity to vest and exercise all stock options issued to the Executive pursuant to Section 3(b) of this Agreement.

7. SURVIVAL OF COMPANY’S OBLIGATIONS AND NO ASSIGNMENT. This Agreement will be binding on, and inure to the benefit of, the executors, administrators, heirs, successors, and assigns of the Parties; provided, however, this Agreement and the rights or obligations hereunder may not be assigned either by Company or by the Executive without first obtaining the written consent of the other Party hereto.

8. NOTICES. For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given (1) on the date of delivery if delivered by hand, (2) on the date of transmission, if delivered by confirmed facsimile, (3) on the first business day following the date of deposit if delivered by guaranteed overnight delivery service, or (4) on the fourth business day following the date delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive:

Zhaohui John Liang
634 Donna Ct.
River Vale, NJ 07675
U.S.

If to the Company:

Dragon Acquisition Corporation
c/o Qingdao Oumei Real Estate Development Co., Ltd.
Attn.: Weiqing Zhang
Floor 28, Block C
Longhai Mingzhu Building,
No.182 Haier Road, Qingdao 266000
People’s Republic of China
Tel: (86) 532 8099 7969

With a copy to:

Pillsbury Winthrop Shaw Pittman LLP
2300 N Street, N.W.
Washington, D.C. 20037
Attention: Louis A. Bevilacqua, Esq.
Tel.: (202) 663-8000

or to such other address as either Party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

9. PROTECTION OF THE COMPANY'S BUSINESS.

(a) Confidentiality. Because of the Executive's employment by the Company, the Executive will have access to trade secrets and confidential information about the Company, its products, its customers, and its methods of doing business (the "Confidential Information"). The Executive shall hold in a fiduciary capacity for the benefit of the Company and shall not disclose to others or use, whether directly or indirectly, any Confidential Information regarding the Company, except (i) as in good faith deemed necessary by the Executive to perform his duties hereunder, (ii) to enforce any rights or defend any claims hereunder or under any other agreement to which the Executive is a party, provided that such disclosure is relevant to the enforcement of such rights or defense of such claims and is only disclosed in the formal proceedings related thereto, (iii) when required to do so by a court of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with jurisdiction to order him to divulge, disclose or make accessible such information, provided that the Executive shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and cooperate with any attempts by the Company to obtain a protective order or similar treatment, (iv) as to such Confidential Information that shall have become public or known in the Company's industry other than by the Executive's unauthorized disclosure, or (v) to the Executive's spouse, attorney and/or his personal tax and financial advisors as reasonably necessary or appropriate to advance the Executive's tax, financial and other personal planning (each an "Exempt Person"), provided, however, that any disclosure or use of Confidential Information by an Exempt Person shall be deemed to be a breach of this Section 9(a) by the Executive.

(b) Non-Competition. In consideration of the Executive's access to the Confidential Information, the Executive agrees that for a period of six (6) months after termination of the Executive's employment, the Executive shall not, directly or indirectly, use such Confidential Information to compete with the business of the Company, as the business of the Company may then be constituted, within any province, region or locality in which the Company is then doing business or marketing its products. The Executive agrees that direct competition means development, production, promotion, or sale of products or services competitive with those of the Company. Indirect competition means employment by any competitor or third party providing products competing with the Company's products, for which the Executive will perform the same or similar function as he performs for the Company. Notwithstanding anything to the contrary contained in the Agreement, the provisions of this Section 9(b) shall not be applicable in the event of any Termination without Cause with respect to the Executive. In addition, for a period of six (6) months after termination of the Executive's employment, the Executive shall not induce or attempt to induce any employee of the Company to discontinue his or her employment with the Company for the purpose of becoming employed by any competitor of Company, nor shall the Executive initiate discussions, negotiations or contacts with persons known by the Executive to be a customer or supplier of the Company at the time of the Executive's termination of employment for the purpose of competing with the Company.

(c) Cooperation. Subject to the Executive's other reasonable business commitments, following the Employment Term, the Executive shall be available to cooperate with the Company and its outside counsel and provide information with regard to any past, present, or future legal matters which relate to or arise out of the business the Executive conducted on behalf of the Company and its subsidiaries and affiliates, and, upon presentation of appropriate documentation, the Company shall compensate the Executive for any out-of-pocket expenses reasonably incurred by the Executive in connection therewith.

(d) Liability. Notwithstanding the provisions in this Section 9 the Executive shall not be liable for any mistakes of fact, errors of judgment, for losses sustained by the Company or any subsidiary or for any acts or omissions of any kind, unless caused by the negligence or willful or intentional misconduct of the Executive.

10. INDEMNIFICATION. The Company agrees that it shall indemnify and hold the Executive harmless to the fullest extent permitted by applicable law from and against any loss, cost, expense or liability resulting from or by reason of the fact of the Executive’s employment hereunder, whether as an officer, employee, agent, fiduciary, director or other official of the Company, except to the extent of any expenses, costs, judgments, fines or settlement amounts which result from conduct which is determined by a court of competent jurisdiction to be knowingly fraudulent or deliberately dishonest or to constitute some other type of willful misconduct.

11. SECTION HEADINGS AND INTERPRETATION. The section headings used in this Agreement are included solely for convenience and shall not affect, or be used in connection with, the interpretation of this Agreement. Expressions of inclusion used in this agreement are to be understood as being without limitation.

12. SEVERABILITY. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof.

13. COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same Agreement.

14. GOVERNING LAW AND VENUE. This agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New Jersey, the United States, without regard to rules governing conflicts of law. Any controversy, claim or dispute arising out of or relating to this Agreement or the Executive’s employment by the Company, including, but not limited to, common law and statutory claims for discrimination, wrongful discharge, and unpaid wages, or breach of this Agreement shall be settled by arbitration in Bergen County, New Jersey in accordance with the prevailing Commercial Arbitration Rules and/or National Rules for the Resolution of Employment Disputes of the American Arbitration Association, and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction. There must be three (3) arbitrators, one to be chosen directly by each Party at will, and the third arbitrator to be selected by the two arbitrators so chosen. The prevailing party in any such action or litigation involving this Agreement shall be entitled to recover attorney’s fees and costs from the non-prevailing party.

15. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, with respect thereto. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either Party which are not expressly set forth in this Agreement.

16. WAIVER AND AMENDMENT. No provision of this Agreement may be modified, amended, waived or discharged unless such waiver, modification, amendment or discharge is agreed to in writing and signed by the Executive and such officer or director as may be designated by the Board. No waiver by either Party at any time of any breach by the other Party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other Party shall be deemed a waiver or similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

DRAGON ACQUISITION CORPORATION

/s/ Weiqing Zhang
By: Weiqing Zhang
Title: Chief Executive Officer

EXECUTIVE

/s/Zhaohui John Liang
By: Zhaohui John Liang

ATTACHMENT A

TERMS AND CONDITIONS FOR GRANTING THE COMPANY’S STOCK OPTIONS

Subject to the terms and conditions provided in this Agreement, the Company agrees to grant the Executive stock options to purchase shares of the common stock of the Company, according to the terms of the Company’s stock options plan to be established by the Board’s compensation committee, immediately upon the establishment of such stock options plan, and subject to the following terms and conditions:

	1.	The Stock Options granted to the Executive shall entitle the Executive to purchase shares of the common stock of the Company, the number of which shall be determined by the Board but in no event fewer than one point two percent (1.2%) of the total number of the Company’s outstanding ordinary shares as of the date of the grant, which shall occur within three (3) months of the Effective Date.

	2.	Each of said Stock Options shall carry an exercise price to be determined by the Board. In no event shall said exercise price exceed $5.00 per share.

	3.	Fifty percent (50%) of said Stock Options shall vest at the end of the first six (6) months of the Employment Term of the Executive, with an additional five percent (5%) vesting every month thereafter until all such Stock Options are vested.

	4.	If the Company’s stock options plan is not established and approved by the Board within three (3) months of the Effective Date, the Company shall immediately grant the Executive Stock Options to purchase shares of the common stock of the Company, the number of which shall be one point two percent (1.2%) of the total number of the Company’s outstanding ordinary shares as of the date of the grant; each of said Stock Options shall carry an exercise price to be determined by the Board. In no event shall said exercise price exceed $5.00 per share. Fifty percent (50%) of said Stock Options shall vest at the end of the first six (6) months of the Employment Term of the Executive, with an additional five percent (5%) vesting every month thereafter until all such Stock Options are vested.

	5.	In connection therewith, a Stock Option Agreement shall be separately entered into by the Company and the Executive.

EX-10.2 3 exhibit10-2.htm EXHIBIT 10.2 Dragon Acquisition Corporation: Exhibit 10.2 - Filed by newsfilecorp.com

Exhibit 10.2

INDEPENDENT DIRECTOR AGREEMENT

THIS INDEPENDENT DIRECTOR AGREEMENT (this “Agreement”) is made and entered into this 22nd day of June, 2010 by and between DRAGON ACQUISITION CORPORATION, a company established under the laws of the Cayman Islands (the “Company”) and Mr. Lawrence Lee, an individual residing at Room 2-201, 58 Manao Road, Changning District, Shanghai 201103, People’s Republic of China (the “Director”).

RECITALS:

WHEREAS, the Company has appointed the Director to serve on the Company’s board of directors (the “Board”) and the Director desires to accept such appointment to serve on the Board; and

WHEREAS, the Director has been appointed as a member of one or more committees of the Board; and

WHEREAS, the Director has been appointed to serve as Chairman of one or more committees of the Board.

AGREEMENT:

NOW, THEREFORE, in consideration of the foregoing and the Director’s services to the Company as a member of the Board, as a member of such Committees of the Board to which he may be appointed from time to time and as Chairman of one or more committees to which he may be appointed in such capacity from time to time, and intending to be legally bound hereby, the Company and the Director hereby agree as follows:

Term. The Director hereby agrees to act as a director of the Company upon the terms and conditions contained in this Agreement and in accordance with the provisions of the amended and restated memorandum and articles of association of the Company, as may be further amended from time to time (the “Articles”). The term of this Agreement shall commence as of the date of the Director’s appointment by the Board and shall continue until the Director’s earlier resignation or removal from office in accordance with the Articles.

Compensation. The Company agrees to compensate the Director, and the Director agrees to accept, an annual compensation fee in the amount of US$40,000 for his service as (a) a member of the Board, (b) as a member of each committee of the Board to which he may be appointed and (c) as Chairman of each committee of the Board to which he may be appointed (collectively referred to hereinafter as the “Annual Fee”). The Annual Fee shall be payable in cash and shall be paid to the Director, pro rata, on the last day of each fiscal quarter. In the event that the Director serves less than a full year on the Board, the Company shall only be obligated to pay the pro rata portion of such Annual Fee to the Director for his services performed during such year.

Independence. The Director acknowledges that his appointment hereunder is contingent upon the Board’s determination that he is “independent” with respect to the Company, as such term is defined by Section 5605(a)(2) of the Nasdaq Stock Market Rules, and that his appointment may be terminated by the Company in the event that the Director does not maintain such independence.

Duties. The Director shall exercise his powers in good faith and in the best interests of the Company, including but not limited to, the following:

(a)

Conflicts of Interest. In the event that the Director has a direct or indirect financial or personal interest in a contract or transaction to which the company is a party, or the Director is contemplating entering into a transaction that involves use of corporate assets or competition against the Company, the Director shall promptly disclose such potential conflict to the applicable Board committee and proceed as directed by such committee.

(b)

Corporate Opportunities. Whenever the Director becomes aware of a business opportunity, related to the Company’s business, which one could reasonably expect the Director to make available to the Company, the Director shall promptly disclose such opportunity to the applicable Board committee and proceed as directed by such committee.

(c)

Candor. The Director shall ensure that, through the appropriate legal channels, he provides to the Company’s shareholders all material relevant information known to him when a voting or investment decision has been submitted to the shareholders.

(d)

Confidentiality. The Director agrees and acknowledges that, by reason of the nature of his duties as Director, he will have or may have access to and become informed of confidential and secret information which is a competitive asset of the Company (“Confidential Information”), including without limitation any lists of customers or suppliers, distributors, financial statistics, research data or any other statistics and plans or operation plans or other trade secrets of the Company and any of the foregoing which belong to any person or company but to which the Director has had access by reason of his relationship with the Company. The Director agrees faithfully to keep in strict confidence, and not, either directly or indirectly, to make known, divulge, reveal, furnish, make available or use (except for use in the regular course of his employment duties) any such Confidential Information. The Director acknowledges that all manuals, instruction books, price lists, information and records and other information and aids relating to the Company’s business, and any and all other documents containing Confidential Information furnished to the Director by the Company or otherwise acquired or developed by the Director, shall at all times be the property of the Company. Upon termination of the Director’s services hereunder, the Director shall return to the Company any such property or documents which are in his possession, custody or control, but his obligation of confidentiality shall survive such termination until and unless any such Confidential Information shall have become, through no fault of the Director, generally known to the public. The obligations of the Director under this subsection are in addition to, and not in limitation or preemption of, all other obligations of confidentiality which the Director may have to the Company under general legal or equitable principles.

Expenses. Upon submission of adequate documentation by the Director to the Company, the Director shall be reimbursed for all reasonable expenses incurred by him in connection with his positions as a member of the Board and for his services as a member of each committee of the Board to which he may be appointed.

Withholding. The Director agrees to cooperate with the Company to take all steps necessary or appropriate for the withholding of taxes by the Company required under law or regulation in connection herewith, and the Company may act unilaterally in order to comply with such laws.

Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns.

Recitals. The recitals to this Agreement are true and correct and are incorporated herein, in their entirety, by this reference.

Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

10.

Headings and Captions. The titles and captions of paragraphs and subparagraphs contained in this Agreement are provided for convenience of reference only, and shall not be considered terms or conditions of this Agreement.

11.

Neutral Construction. Neither party hereto may rely on any drafts of this Agreement in any interpretation of the Agreement. Both parties to this Agreement have reviewed this Agreement and have participated in its drafting and, accordingly, neither party shall attempt to invoke the normal rule of construction to the effect that ambiguities are to be resolved against the drafting party in any interpretation of this Agreement.

12.

Counterparts. This Agreement may be executed in one (1) or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

13.

Miscellaneous. This Agreement shall be construed under the laws of the State of New York, without application to the principles of conflicts of laws. This Agreement constitutes the entire understanding between the parties with respect to its subject matter, and there are no prior or contemporaneous written or oral agreements, understandings, or representations, express or implied, directly or indirectly related to this Agreement that are not set forth or referenced herein. This Agreement supersedes all negotiations, preliminary agreements, and all prior and contemporaneous discussions and understandings of the parties hereto and/or their affiliates. The Director acknowledges that he has not relied on any prior or contemporaneous discussions or understandings in entering into this Agreement. The terms and provisions of this Agreement may be altered, amended or discharged only by the signed written agreement of the parties hereto.

IN WITNESS WHEREOF, the parties hereto have executed this Independent Director Agreement as of the day and year first above written.

COMPANY:

DRAGON ACQUISITION CORPORATION,
a Cayman Islands company

By:/s/ Weiqing Zhang
Name: Weiqing Zhang
Title: Chief Executive Officer

DIRECTOR:

/s/ Lawrence Lee
Lawrence Lee

EX-10.3 4 exhibit10-3.htm EXHIBIT 10.3 Dragon Acquisition Corporation: Exhibit 10.3 - Filed by newsfilecorp.com

Exhibit 10.3

INDEPENDENT DIRECTOR AGREEMENT

THIS INDEPENDENT DIRECTOR AGREEMENT (this “Agreement”) is made and entered into this 22nd day of June, 2010 by and between DRAGON ACQUISITION CORPORATION, a company established under the laws of the Cayman Islands (the “Company”) and Dr. Peter Linneman, an individual residing at 233 S 6th St, Apt 801, Philadelphia, PA 19106 (the “Director”).

RECITALS:

WHEREAS, the Company has appointed the Director to serve on the Company’s board of directors (the “Board”) and the Director desires to accept such appointment to serve on the Board; and

WHEREAS, the Director has been appointed as a member of one or more committees of the Board; and

WHEREAS, the Director has been appointed to serve as Chairman of one or more committees of the Board.

AGREEMENT:

Compensation. As compensation for his services, the Company agrees to grant to the Director, upon the establishment by the Company of an equity incentive plan for its directors and officers, which shall be established promptly by the Company, 20,000 restricted ordinary shares of the Company, and on each anniversary of the Director’s appointment thereafter that the Director is a director of the Company (whether or not the Director is a director subsequent to such anniversary), 20,000 restricted ordinary shares of the Company and an option for the purchase of 20,000 ordinary shares of the Company. The options granted to the Director shall have an exercise price equal to the market closing price of the Company’s ordinary shares on the grant date, or, if no such market closing price information is available, the Compensation Committee or the Board shall determine the exercise price based on its analysis of the ordinary shares’ fair market value. The stock options and restricted shares will vest in accordance with the following schedules: Each stock option will vest as to 50% of the underlying shares 12 months after issuance, and the remaining 50% will vest after an additional 12 months. 50% of the restricted shares will vest immediately upon issuance and 50% will vest 12 months after issuance, but regardless of vesting status all restricted shares will remain subject to a 180-day lock-up period commencing on the date of the Director’s removal or resignation from the Board.

Duties. The Director shall exercise his powers in good faith and in the best interests of the Company, including but not limited to, the following:

(a)

(b)

(c)

(d)

Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns.

Recitals. The recitals to this Agreement are true and correct and are incorporated herein, in their entirety, by this reference.

10.

11.

12.

13.

IN WITNESS WHEREOF, the parties hereto have executed this Independent Director Agreement as of the day and year first above written.

COMPANY:

DRAGON ACQUISITION CORPORATION,
a Cayman Islands company

By:/s/ Weiqing Zhang
Name: Weiqing Zhang
Title: Chief Executive Officer

DIRECTOR:

/s/ Peter Linneman
Dr. Peter Linneman

EX-10.4 5 exhibit10-4.htm EXHIBIT 10.4 Dragon Acquisition Corporation: Exhibit 10.4 - Filed by newsfilecorp.com

Exhibit 10.4

INDEPENDENT DIRECTOR AGREEMENT

THIS INDEPENDENT DIRECTOR AGREEMENT (this “Agreement”) is made and entered into this 22nd day of June, 2010 by and between DRAGON ACQUISITION CORPORATION, a company established under the laws of the Cayman Islands (the “Company”) and Mr. Ruiping Tao, an individual residing at 201, Building 4#, No. 11 Fotao Road, Shinan District, Qingdao, People’s Republic of China (the “Director”).

RECITALS:

WHEREAS, the Company has appointed the Director to serve on the Company’s board of directors (the “Board”) and the Director desires to accept such appointment to serve on the Board; and

WHEREAS, the Director has been appointed as a member of one or more committees of the Board; and

WHEREAS, the Director has been appointed to serve as Chairman of one or more committees of the Board.

AGREEMENT:

Compensation. The Company agrees to compensate the Director, and the Director agrees to accept, an annual compensation fee in the amount of RMB 120,000 for his service as (a) a member of the Board, (b) as a member of each committee of the Board to which he may be appointed and (c) as Chairman of each committee of the Board to which he may be appointed (collectively referred to hereinafter as the “Annual Fee”). The Annual Fee shall be payable in cash and shall be paid to the Director, pro rata, on the last day of each fiscal quarter. In the event that the Director serves less than a full year on the Board, the Company shall only be obligated to pay the pro rata portion of such Annual Fee to the Director for his services performed during such year.

Duties. The Director shall exercise his powers in good faith and in the best interests of the Company, including but not limited to, the following:

(a)

(b)

(c)

(d)

Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns.

Recitals. The recitals to this Agreement are true and correct and are incorporated herein, in their entirety, by this reference.

10.

11.

12.

13.

IN WITNESS WHEREOF, the parties hereto have executed this Independent Director Agreement as of the day and year first above written.

COMPANY:

DRAGON ACQUISITION CORPORATION,
a Cayman Islands company

By:/s/ Weiqing Zhang
Name: Weiqing Zhang
Title: Chief Executive Officer

DIRECTOR:

/s/ Ruiping Tao
Ruiping Tao

EX-10.5 6 exhibit10-5.htm EXHIBIT 10.5 Dragon Acquisition Corporation: Exhibit 10.5 - Filed by newsfilecorp.com

Exhibit 10.5

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”) is entered into as of June 22, 2010, by and between Dragon Acquisition Corporation, a Cayman Islands company (the “Company”) and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.

RECITALS

The Board of Directors of the Company (the “Board of Directors”) has determined that the inability to attract and retain highly competent persons to serve the Company is detrimental to the best interests of the Company and its shareholders and that it is reasonable and necessary for the Company to provide adequate protection to such persons against risks of claims and actions against them arising out of their services to the corporation.

AGREEMENT

In consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

A.	DEFINITIONS

The following terms shall have the meanings defined below:

Expenses shall include, without limitation, damages, judgments, fines, penalties, settlements and costs, attorneys’ fees and disbursements and costs of attachment or similar bond, investigations, and any other expenses paid or incurred in connection with investigating, defending, being a witness in, participating in (including on appeal), or preparing for any of the foregoing in, any Proceeding.

Indemnifiable Event means any event or occurrence that takes place either before or after the execution of this Agreement, related to the fact that Indemnitee is or was a director or an officer of the Company, or is or was serving at the request of the Company as a director or officer of another corporation, partnership, joint venture or other entity, or related to anything done or not done by Indemnitee in any such capacity, including, but not limited to neglect, breach of duty, error, misstatement, misleading statement or omission.

Participant means a person who is a party to, or witness or participant (including on appeal) in, a Proceeding.

Proceeding means any threatened, pending, or completed action, suit, arbitration or proceeding, or any inquiry, hearing or investigation, whether civil, criminal, administrative, investigative or other, including appeal, in which Indemnitee may be or may have been involved as a party or otherwise by reason of an Indemnifiable Event.

B.	AGREEMENT TO INDEMNIFY

1. General Agreement. In the event Indemnitee was, is, or becomes a Participant in, or is threatened to be made a Participant in, a Proceeding, the Company shall indemnify the Indemnitee from and against any and all Expenses which Indemnitee incurs or becomes obligated to incur in connection with such Proceeding, whether or not such Proceeding proceeds to judgment or is settled or is otherwise brought to a final disposition, to the fullest extent permitted by applicable law.

2. Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits in defense of any Proceeding or in defense of any claim, issue or matter in such Proceeding, the Company shall indemnify Indemnitee against all Expenses incurred in connection with such Proceeding or such claim, issue or matter, whether or not such Proceeding proceeds to judgment or is settled or is otherwise brought to a final disposition, as the case may be, offset by the amount of cash, if any, received by the Indemnitee resulting from his/her success therein.

3. Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for a portion of Expenses, but not for the total amount of Expenses, the Company shall indemnify the Indemnitee for the portion of such Expenses to which Indemnitee is entitled.

4. Exclusions. Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification under this Agreement:

(a) to the extent that payment is actually made to Indemnitee under a valid, enforceable and collectible insurance policy;

(b) to the extent that Indemnitee is indemnified and actually paid other than pursuant to this Agreement;

(c) subject to Section C.2(a), in connection with a judicial action by or in the right of the Company, in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudicated by a court of competent jurisdiction, in a decision from which there is no further right of appeal, to be liable for gross negligence or knowing or willful misconduct in the performance of his/her duty to the Company unless and only to the extent that any court in which such action was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as such court shall deem proper;

(d) in connection with any Proceeding initiated by Indemnitee against the Company, any director or officer of the Company or any other party, and not by way of defense, unless (i) the Company has joined in or the Board of Directors has consented to the initiation of such Proceeding; or (ii) the Proceeding is one to enforce indemnification rights under this Agreement or any applicable law;

(e) brought about by the dishonesty or fraud of the Indemnitee seeking payment hereunder; provided, however, that the Company shall indemnify Indemnitee under this Agreement as to any claims upon which suit may be brought against him by reason of any alleged dishonesty on his/her part, unless a judgment or other final adjudication thereof adverse to the Indemnitee establishes that he/she committed (i) acts of active and deliberate dishonesty, (ii) with actual dishonest purpose and intent, and (iii) which acts were material to the cause of action so adjudicated;

(f) for any judgment, fine or penalty which the Company is prohibited by applicable law from paying as indemnity;

(g) arising out of Indemnitee’s breach of an employment agreement with the Company (if any) or any other agreement with the Company or any of its subsidiaries, or

(h) arising out of Indemnitee’s personal income tax payable on any salaries, bonuses, director’s fees, including fees for attending meetings, or gain on disposition of shares, options or restricted shares of the Company.

5. No Employment Rights. Nothing in this Agreement is intended to create in Indemnitee any right to continued employment with the Company.

6. Contribution. If the indemnification provided in this Agreement is unavailable and may not be paid to Indemnitee for any reason other than those set forth in Section B.4, then the Company shall contribute to the amount of Expenses paid in settlement actually and reasonably incurred and paid or payable by Indemnitee in such proportion as is appropriate to reflect (i) the relative benefits received by the Company on the one hand and by the Indemnitee on the other hand from the transaction or events from which such Proceeding arose, and (ii) the relative fault of the Company on the one hand and of the Indemnitee on the other hand in connection with the events which resulted in such Expenses, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of the Indemnitee on the other hand shall be determined by reference to, among other things, the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such Expenses, judgments, fines or settlement amounts. The Company agrees that it would not be just and equitable if contribution pursuant to this Section B.6 were determined by pro rata allocation or any other method of allocation which does not take account of the foregoing equitable considerations.

C.	INDEMNIFICATION PROCESS

1. Notice and Cooperation By Indemnitee. Indemnitee shall, as a condition precedent to his/her right to be indemnified under this Agreement, give the Company notice in writing as soon as practicable of any claim made against Indemnitee for which indemnification will or could be sought under this Agreement, provided that the delay of Indemnitee to give notice hereunder shall not prejudice any of Indemnitee’s rights hereunder, unless such delay results in the Company’s forfeiture of substantive rights or defenses. Notice to the Company shall be given in accordance with Section F.7 below. If, at the time of receipt of such notice, the Company has directors’ and officers’ liability insurance policies in effect, the Company shall give prompt notice to its insurers of the Proceeding relating to the notice. The Company shall thereafter take all necessary and desirable action to cause such insurers to pay, on behalf of Indemnitee, all Expenses payable as a result of such Proceeding. In addition, Indemnitee shall give the Company such cooperation as the Company may reasonably request and the Company shall give the Indemnitee such cooperation as the Indemnitee may reasonably request, including providing any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee or the Company, as the case may be.

2. Indemnification Payment.

(a) Advancement of Expenses. Indemnitee may submit a written request with reasonable particulars to the Company requesting that the Company advance to Indemnitee all Expenses that may be reasonably incurred in advance by Indemnitee in connection with a Proceeding. The Company shall, within ten (10) business days of receiving such a written request by Indemnitee, advance all requested Expenses to Indemnitee. Any excess of the advanced Expenses over the actual Expenses will be repaid to the Company.

(b) Reimbursement of Expenses. To the extent Indemnitee has not requested any advanced payment of Expenses from the Company, Indemnitee shall be entitled to receive reimbursement for the Expenses incurred in connection with a Proceeding from the Company as soon as practicable and, in any event, within 30 days after Indemnitee makes a written request to the Company for reimbursement unless the Company refers the indemnification request to the Reviewing Party in compliance with Section C.2(c) below.

(c) Determination by the Reviewing Party. If the Company reasonably believes that it is not obligated under this Agreement to indemnify the Indemnitee, the Company shall, within 10 days after the Indemnitee’s written request for an advancement or reimbursement of Expenses, notify the Indemnitee that the request for advancement of Expenses or reimbursement of Expenses will be submitted to the Reviewing Party (as hereinafter defined). The Reviewing Party shall make a determination on the request within 30 days after the Indemnitee’s written request for an advancement or reimbursement of Expenses. Notwithstanding anything foregoing to the contrary, in the event the Reviewing Party informs the Company that Indemnitee is not entitled to indemnification in connection with a Proceeding under this Agreement or applicable law, the Company shall be entitled to be reimbursed by Indemnitee for all the Expenses previously advanced or otherwise paid to Indemnitee in connection with such Proceeding; provided, however, that Indemnitee may bring a suit to enforce his/her indemnification right in accordance with Section C.3 below.

3. Suit to Enforce Rights. Regardless of any action by the Reviewing Party, if Indemnitee has not received full indemnification within 30 days after making a written demand in accordance with Section C.2 above or 50 days if the Company submits a request for advancement or reimbursement to the Reviewing Party under Section C.2(c), Indemnitee shall have the right to enforce its indemnification rights under this Agreement by commencing litigation in any court of competent jurisdiction seeking a determination by the court or challenging any determination by the Reviewing Party or with respect to any breach in any aspect of this Agreement. Any determination by the Reviewing Party not challenged by Indemnitee and any judgment entered by the court shall be binding on the Company and Indemnitee.

4. Assumption of Defense. In the event the Company is obligated under this Agreement to advance or bear any Expenses for any Proceeding against Indemnitee, the Company shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, upon delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, unless (i) the employment of counsel by Indemnitee has been previously authorized by the Company, (ii) Indemnitee shall have reasonably concluded, based on written advice of counsel, that there may be a conflict of interest of such counsel retained by the Company between the Company and Indemnitee in the conduct of any such defense, or (iii) the Company ceases or terminates the employment of such counsel with respect to the defense of such Proceeding, in any of which events the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. At all times, Indemnitee shall have the right to employ counsel in any Proceeding at Indemnitee’s expense.

5. Burden of Proof and Presumptions. Upon making a request for indemnification, Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the Company shall have the burden of proof to overcome that presumption in reaching any contrary determination.

6. No Settlement Without Consent. Neither party to this Agreement shall settle any Proceeding in any manner that would impose any damage, loss, penalty or limitation on Indemnitee without the other party’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement.

7. Company Participation. Subject to Section B.6, the Company shall not be liable to indemnify the Indemnitee under this Agreement with regard to any judicial action if the Company was not given a reasonable and timely opportunity, at its expense, to participate in the defense, conduct and/or settlement of such action.

8. Reviewing Party.

(a) For purposes of this Agreement, the Reviewing Party with respect to each indemnification request of Indemnitee that is referred by the Company pursuant to Section C.2(c) above shall be shall be (A) the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined), or (B) if a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even if obtainable, said Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee. If the Reviewing Party determines that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Independent Counsel or member of the Board of Directors shall act reasonably and in good faith in making a determination under this Agreement of the Indemnitee’s entitlement to indemnification. Any reasonable costs or expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. “Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

(b) If the determination of entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel shall be selected as provided in this Section C.8(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Directors, in which event the proceeding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within 10 days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section C.8(d) of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 20 days after submission by Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting under this Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section C.8(b), regardless of the manner in which such Independent Counsel was selected or appointed.

(c) In making a determination with respect to entitlement to indemnification hereunder, the Reviewing Party shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement (with or without court approval), conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he/she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his/her conduct was unlawful. For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Company and any other corporation, partnership, joint venture or other entity of which Indemnitee is or was serving at the written request of the Company as a director, officer, employee, agent or fiduciary, including financial statements, or on information supplied to Indemnitee by the officers and directors of the Company or such other corporation, partnership, joint venture or other entity in the course of their duties, or on the advice of legal counsel for the Company or such other corporation, partnership, joint venture or other entity or on information or records given or reports made to the Company or such other corporation, partnership, joint venture or other entity by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or such other corporation, partnership, joint venture or other entity. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Company or such other corporation, partnership, joint venture or other entity shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. The provisions of this Section C.8(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.

(d) “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five (5) years has been, retained to represent (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

D.	DIRECTOR AND OFFICER LIABILITY INSURANCE

1. Good Faith Determination. The Company shall from time to time make the good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors of the Company with coverage for losses incurred in connection with their services to the Company or to ensure the Company’s performance of its indemnification obligations under this Agreement.

2. Coverage of Indemnitee. To the extent the Company maintains an insurance policy or policies providing directors’ and officers’ liability insurance, Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any of the Company’s directors or officers.

3. No Obligation. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain any director and officer insurance policy if the Company determines in good faith that such insurance is not reasonably available in the case that (i) premium costs for such insurance are disproportionate to the amount of coverage provided, or (ii) the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit.

E.	NON-EXCLUSIVITY; FEDERAL PREEMPTION; TERM

1. Non-Exclusivity. The indemnification provided by this Agreement shall not be deemed exclusive of any rights to which Indemnitee may be entitled under the Company’s memorandum and articles of association, as may be amended from time to time, applicable law or any written agreement between Indemnitee and the Company (including its subsidiaries and affiliates). The indemnification provided under this Agreement shall continue to be available to Indemnitee for any action taken or not taken while serving in an indemnified capacity even though he/she may have ceased to serve in any such capacity at the time of any Proceeding. To the extent that a change in the laws of the Cayman Islands permits greater indemnification by agreement than would be afforded under the Articles of Association or this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change.

2. Federal Preemption. Notwithstanding the foregoing, both the Company and Indemnitee acknowledge that in certain instances, U.S. federal law or public policy may override applicable law and prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. Such instances include, but are not limited to, the U.S. Securities and Exchange Commission’s prohibition on indemnification for liabilities arising under certain U.S. federal securities laws. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the SEC to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee.

3. Duration of Agreement. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee is an officer and/or a director of the Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue thereafter so long as Indemnitee shall be subject to any Proceeding by reason of his/her former or current capacity at the Company or any other enterprise at the Company’s request, whether or not he/she is acting or serving in any such capacity at the time any Expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall continue in effect regardless of whether Indemnitee continues to serve as an officer and/or a director of the Company or any other enterprise at the Company’s request.

F.	MISCELLANEOUS

1. Amendment of this Agreement. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by the parties hereto. No waiver of any of the provisions of this Agreement shall operate as a waiver of any other provisions (whether or not similar), nor shall such waiver constitute a continuing waiver. Except as specifically provided in this Agreement, no failure to exercise or any delay in exercising any right or remedy shall constitute a waiver.

2. Subrogation. In the event of payment to Indemnitee by the Company under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company to bring suit to enforce such rights.

3. Assignment; Binding Effect. Neither this Agreement nor any of the rights or obligations hereunder may be assigned by either party hereto without the prior written consent of the other party; except that the Company may, without such consent, assign all such rights and obligations to a successor in interest to the Company which assumes all obligations of the Company under this Agreement. Notwithstanding the foregoing, this Agreement shall be binding upon and inure to the benefit of and be enforceable by and against the parties hereto and the Company’s successors (including any direct or indirect successor by purchase, merger, consolidation, or otherwise to all or substantially all of the business and/or assets of the Company) and assigns, as well as Indemnitee’s spouses, heirs, and personal and legal representatives.

4. Severability and Construction. Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in violation of applicable law. The Company’s inability, pursuant to a court order, to perform its obligations under this Agreement shall not constitute a breach of this Agreement. In addition, if any portion of this Agreement shall be held by a court of competent jurisdiction to be invalid, void, or otherwise unenforceable, the remaining provisions shall remain enforceable to the fullest extent permitted by applicable law. The parties hereto acknowledge that they each have opportunities to have their respective counsels review this Agreement. Accordingly, this Agreement shall be deemed to be the product of both of the parties hereto, and no ambiguity shall be construed in favor of or against either of the parties hereto.

5. Counterparts. This Agreement may be executed in two counterparts, both of which taken together shall constitute one instrument.

6. Governing Law. This agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of New York, U.S.A., without giving effect to conflicts of law provisions thereof.

7. Notices. All notices, demands, and other communications required or permitted under this Agreement shall be made in writing and shall be deemed to have been duly given if delivered by hand, against receipt, or mailed via postage prepaid, certified or registered mail, return receipt requested, and addressed to the Company at:

Dragon Acquisition Corporation
Floor 28, Block C
Longhai Mingzhu Building
No.182 Haier Road
People’s Republic of China
Attention: Chief Financial Officer

and to Indemnitee at his/her address last known to the Company.

8. Entire Agreement. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

(Signature page follows)

IN WITNESS WHEREOF, the parties hereto execute this Agreement as of the date first written above.

COMPANY:

DRAGON ACQUISITION CORPORATION

By:/s/ Weiqing Zhang
Name: Weiqing Zhang
Title: Chief Executive Officer

INDEMNITEE:

/s/ Lawrence Lee
Name: Lawrence Lee

Signature Page of Indemnification Agreement

EX-10.6 7 exhibit10-6.htm EXHIBIT 10.6 Dragon Acquisition Corporation: Exhibit 10.6 - Filed by newsfilecorp.com

Exhibit 10.6

INDEMNIFICATION AGREEMENT

RECITALS

AGREEMENT

In consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

A.	DEFINITIONS

The following terms shall have the meanings defined below:

Participant means a person who is a party to, or witness or participant (including on appeal) in, a Proceeding.

B.	AGREEMENT TO INDEMNIFY

4. Exclusions. Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification under this Agreement:

(a) to the extent that payment is actually made to Indemnitee under a valid, enforceable and collectible insurance policy;

(b) to the extent that Indemnitee is indemnified and actually paid other than pursuant to this Agreement;

(f) for any judgment, fine or penalty which the Company is prohibited by applicable law from paying as indemnity;

(g) arising out of Indemnitee’s breach of an employment agreement with the Company (if any) or any other agreement with the Company or any of its subsidiaries, or

5. No Employment Rights. Nothing in this Agreement is intended to create in Indemnitee any right to continued employment with the Company.

C.	INDEMNIFICATION PROCESS

2. Indemnification Payment.

8. Reviewing Party.

D.	DIRECTOR AND OFFICER LIABILITY INSURANCE

E.	NON-EXCLUSIVITY; FEDERAL PREEMPTION; TERM

F.	MISCELLANEOUS

5. Counterparts. This Agreement may be executed in two counterparts, both of which taken together shall constitute one instrument.

Dragon Acquisition Corporation
Floor 28, Block C
Longhai Mingzhu Building
No.182 Haier Road
People’s Republic of China
Attention: Chief Financial Officer

and to Indemnitee at his/her address last known to the Company.

(Signature page follows)

IN WITNESS WHEREOF, the parties hereto execute this Agreement as of the date first written above.

COMPANY:

DRAGON ACQUISITION CORPORATION

By:/s/ Weiqing Zhang
Name: Weiqing Zhang
Title: Chief Executive Officer

INDEMNITEE:

/s/ Peter Linneman
Name: Peter Linneman

Signature Page of Indemnification Agreement

EX-10.7 8 exhibit10-7.htm EXHIBIT 10.7 Dragon Acquisition Corporation: Exhibit 10.7 - Filed by newsfilecorp.com

Exhibit 10.7

INDEMNIFICATION AGREEMENT

RECITALS

AGREEMENT

In consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

A.	DEFINITIONS

The following terms shall have the meanings defined below:

Participant means a person who is a party to, or witness or participant (including on appeal) in, a Proceeding.

B.	AGREEMENT TO INDEMNIFY

4. Exclusions. Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification under this Agreement:

(a) to the extent that payment is actually made to Indemnitee under a valid, enforceable and collectible insurance policy;

(b) to the extent that Indemnitee is indemnified and actually paid other than pursuant to this Agreement;

(f) for any judgment, fine or penalty which the Company is prohibited by applicable law from paying as indemnity;

(g) arising out of Indemnitee’s breach of an employment agreement with the Company (if any) or any other agreement with the Company or any of its subsidiaries, or

5. No Employment Rights. Nothing in this Agreement is intended to create in Indemnitee any right to continued employment with the Company.

C.	INDEMNIFICATION PROCESS

2. Indemnification Payment.

8. Reviewing Party.

D.	DIRECTOR AND OFFICER LIABILITY INSURANCE

E.	NON-EXCLUSIVITY; FEDERAL PREEMPTION; TERM

F.	MISCELLANEOUS

5. Counterparts. This Agreement may be executed in two counterparts, both of which taken together shall constitute one instrument.

Dragon Acquisition Corporation
Floor 28, Block C
Longhai Mingzhu Building
No.182 Haier Road
People’s Republic of China
Attention: Chief Financial Officer

and to Indemnitee at his/her address last known to the Company.

(Signature page follows)

IN WITNESS WHEREOF, the parties hereto execute this Agreement as of the date first written above.

COMPANY:

DRAGON ACQUISITION CORPORATION

By:/s/ Weiqing Zhang
Name: Weiqing Zhang
Title: Chief Executive Officer

INDEMNITEE:

/s/ Ruiping Tao
Name: Ruiping Tao

Signature Page of Indemnification Agreement

EX-10.8 9 exhibit10-8.htm EXHIBIT 10.8 Dragon Acquisition Corporation: Exhibit 10.8 - Filed by newsfilecorp.com

Exhibit 10.8

INDEMNIFICATION AGREEMENT

RECITALS

AGREEMENT

In consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

A.	DEFINITIONS

The following terms shall have the meanings defined below:

Participant means a person who is a party to, or witness or participant (including on appeal) in, a Proceeding.

B.	AGREEMENT TO INDEMNIFY

4. Exclusions. Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification under this Agreement:

(a) to the extent that payment is actually made to Indemnitee under a valid, enforceable and collectible insurance policy;

(b) to the extent that Indemnitee is indemnified and actually paid other than pursuant to this Agreement;

(f) for any judgment, fine or penalty which the Company is prohibited by applicable law from paying as indemnity;

(g) arising out of Indemnitee’s breach of an employment agreement with the Company (if any) or any other agreement with the Company or any of its subsidiaries, or

5. No Employment Rights. Nothing in this Agreement is intended to create in Indemnitee any right to continued employment with the Company.

C.	INDEMNIFICATION PROCESS

2. Indemnification Payment.

8. Reviewing Party.

D.	DIRECTOR AND OFFICER LIABILITY INSURANCE

E.	NON-EXCLUSIVITY; FEDERAL PREEMPTION; TERM

F.	MISCELLANEOUS

5. Counterparts. This Agreement may be executed in two counterparts, both of which taken together shall constitute one instrument.

Dragon Acquisition Corporation
Floor 28, Block C
Longhai Mingzhu Building
No.182 Haier Road
People’s Republic of China
Attention: Chief Financial Officer

and to Indemnitee at his/her address last known to the Company.

(Signature page follows)

IN WITNESS WHEREOF, the parties hereto execute this Agreement as of the date first written above.

COMPANY:

DRAGON ACQUISITION CORPORATION

By:/s/ Weiqing Zhang
Name: Weiqing Zhang
Title: Chief Executive Officer

INDEMNITEE:

/s/ Antoine Cheng
Name: Antoine Cheng

Signature Page of Indemnification Agreement

EX-10.9 10 exhibit10-9.htm EXHIBIT 10.9 Dragon Acquisition Corporation: Exhibit 10.9 - Filed by newsfilecorp.com

Exhibit 10.9

INDEMNIFICATION AGREEMENT

RECITALS

AGREEMENT

In consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

A.	DEFINITIONS

The following terms shall have the meanings defined below:

Participant means a person who is a party to, or witness or participant (including on appeal) in, a Proceeding.

B.	AGREEMENT TO INDEMNIFY

4. Exclusions. Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification under this Agreement:

(a) to the extent that payment is actually made to Indemnitee under a valid, enforceable and collectible insurance policy;

(b) to the extent that Indemnitee is indemnified and actually paid other than pursuant to this Agreement;

(f) for any judgment, fine or penalty which the Company is prohibited by applicable law from paying as indemnity;

(g) arising out of Indemnitee’s breach of an employment agreement with the Company (if any) or any other agreement with the Company or any of its subsidiaries, or

5. No Employment Rights. Nothing in this Agreement is intended to create in Indemnitee any right to continued employment with the Company.

C.	INDEMNIFICATION PROCESS

2. Indemnification Payment.

8. Reviewing Party.

D.	DIRECTOR AND OFFICER LIABILITY INSURANCE

E.	NON-EXCLUSIVITY; FEDERAL PREEMPTION; TERM

F.	MISCELLANEOUS

5. Counterparts. This Agreement may be executed in two counterparts, both of which taken together shall constitute one instrument.

Dragon Acquisition Corporation
Floor 28, Block C
Longhai Mingzhu Building
No.182 Haier Road
People’s Republic of China
Attention: Chief Financial Officer

and to Indemnitee at his/her address last known to the Company.

(Signature page follows)

IN WITNESS WHEREOF, the parties hereto execute this Agreement as of the date first written above.

COMPANY:

DRAGON ACQUISITION CORPORATION

By:/s/ Weiqing Zhang
Name: Weiqing Zhang
Title: Chief Executive Officer

INDEMNITEE:

/s/ Weiqing Zhang
Name: Weiqing Zhang

Signature Page of Indemnification Agreement

EX-10.10 11 exhibit10-10.htm EXHIBIT 10.10 Dragon Acquisition Corporation: Exhibit 10.10 - Filed by newsfilecorp.com

Exhibit 10.10

INDEMNIFICATION AGREEMENT

RECITALS

AGREEMENT

In consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

A.	DEFINITIONS

The following terms shall have the meanings defined below:

Participant means a person who is a party to, or witness or participant (including on appeal) in, a Proceeding.

B.	AGREEMENT TO INDEMNIFY

4. Exclusions. Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification under this Agreement:

(a) to the extent that payment is actually made to Indemnitee under a valid, enforceable and collectible insurance policy;

(b) to the extent that Indemnitee is indemnified and actually paid other than pursuant to this Agreement;

(f) for any judgment, fine or penalty which the Company is prohibited by applicable law from paying as indemnity;

(g) arising out of Indemnitee’s breach of an employment agreement with the Company (if any) or any other agreement with the Company or any of its subsidiaries, or

5. No Employment Rights. Nothing in this Agreement is intended to create in Indemnitee any right to continued employment with the Company.

C.	INDEMNIFICATION PROCESS

2. Indemnification Payment.

8. Reviewing Party.

D.	DIRECTOR AND OFFICER LIABILITY INSURANCE

E.	NON-EXCLUSIVITY; FEDERAL PREEMPTION; TERM

F.	MISCELLANEOUS

5. Counterparts. This Agreement may be executed in two counterparts, both of which taken together shall constitute one instrument.

Dragon Acquisition Corporation
Floor 28, Block C
Longhai Mingzhu Building
No.182 Haier Road
People’s Republic of China
Attention: Chief Financial Officer

and to Indemnitee at his/her address last known to the Company.

(Signature page follows)

IN WITNESS WHEREOF, the parties hereto execute this Agreement as of the date first written above.

COMPANY:

DRAGON ACQUISITION CORPORATION

By:/s/ Weiqing Zhang
Name: Weiqing Zhang
Title: Chief Executive Officer

INDEMNITEE:

/s/ Yang Chen
Name: Yang Chen

Signature Page of Indemnification Agreement

EX-10.11 12 exhibit10-11.htm EXHIBIT 10.11 Dragon Acquisition Corporation: Exhibit 10.11 - Filed by newsfilecorp.com

Exhibit 10.11

INDEMNIFICATION AGREEMENT

RECITALS

AGREEMENT

In consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

A.	DEFINITIONS

The following terms shall have the meanings defined below:

Participant means a person who is a party to, or witness or participant (including on appeal) in, a Proceeding.

B.	AGREEMENT TO INDEMNIFY

4. Exclusions. Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification under this Agreement:

(a) to the extent that payment is actually made to Indemnitee under a valid, enforceable and collectible insurance policy;

(b) to the extent that Indemnitee is indemnified and actually paid other than pursuant to this Agreement;

(f) for any judgment, fine or penalty which the Company is prohibited by applicable law from paying as indemnity;

(g) arising out of Indemnitee’s breach of an employment agreement with the Company (if any) or any other agreement with the Company or any of its subsidiaries, or

5. No Employment Rights. Nothing in this Agreement is intended to create in Indemnitee any right to continued employment with the Company.

C.	INDEMNIFICATION PROCESS

2. Indemnification Payment.

8. Reviewing Party.

D.	DIRECTOR AND OFFICER LIABILITY INSURANCE

E.	NON-EXCLUSIVITY; FEDERAL PREEMPTION; TERM

F.	MISCELLANEOUS

5. Counterparts. This Agreement may be executed in two counterparts, both of which taken together shall constitute one instrument.

Dragon Acquisition Corporation
Floor 28, Block C
Longhai Mingzhu Building
No.182 Haier Road
People’s Republic of China
Attention: Chief Financial Officer

and to Indemnitee at his/her address last known to the Company.

(Signature page follows)

IN WITNESS WHEREOF, the parties hereto execute this Agreement as of the date first written above.

COMPANY:

DRAGON ACQUISITION CORPORATION

By:/s/ Weiqing Zhang
Name: Weiqing Zhang
Title: Chief Executive Officer

INDEMNITEE:

/s/ Zhaohui John Liang
Name: Zhaohui John Liang

Signature Page of Indemnification Agreement

EX-14.1 13 exhibit14-1.htm EXHIBIT 14.1 Dragon Acquisition Corporation: Exhibit 14.1 - Filed by newsfilecorp.com

Exhibit 14.1

CODE OF ETHICS
OF
DRAGON ACQUISITION CORPORATION

I. Objectives

Dragon Acquisition Corporation and its subsidiaries (together, the “Company”) is committed to the highest level of ethical behavior. The Company’s business success depends upon the reputation of the Company and its directors, officers and employees to perform with the highest level of integrity and principled business conduct.

This Code of Ethics (“Code”) applies to all directors, officers and employees of the Company, including the Company’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions (collectively, the “Covered Persons”). This Code is designed to deter wrongdoing and to promote all of the following:

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (the “Commission”), and in other public communications made by the Company;
compliance with applicable governmental laws, rules and regulations;
the prompt internal reporting to an appropriate person or persons identified herein for receiving notice of violations or potential violations of this Code; and
accountability for adherence to this Code.

Current versions of the Code will be maintained on the Company’s Website and distributed periodically to all Covered Persons. Compliance with the Code is, first and foremost, the individual responsibility of every Covered Person.

This Code is not intended to cover every applicable law, or to provide answers to all questions that might arise; for such, the Company relies on each person’s sense of what is right, including a sense of when it is appropriate to seek guidance from others on an appropriate course of conduct.

II. Honest and Ethical Conduct

Each Covered Person must always conduct himself or herself in an honest and ethical manner. Each Covered Person must act with the highest standards of personal and professional integrity and must not tolerate others who attempt to deceive or evade responsibility for actions. Honest and ethical conduct must be a driving force in every decision made by a Covered Person while performing his or her duties for the Company. When in doubt as to whether an action is honest and ethical, each Covered Person shall seek advice from his or her immediate supervisor or senior management, as appropriate.

III. Conflicts of Interest

The term “conflict of interest” refers to any circumstance that would cast doubt on a Covered Person’s ability to act objectively when representing the Company’s interest. Covered Persons should not use their position or association with the Company for their own or their family’s personal gain, and should avoid situations in which their personal interests (or those of their family) conflict or overlap, or appear to conflict or overlap, with the Company’s best interests.

The following are examples of activities that give rise to a conflict of interest. These examples do not in any way limit the general scope of the Company’s policy regarding conflicts of interest.

Where a Covered Person’s association with (or financial interest in) another person or entity would reasonably be expected to interfere with the Covered Person’s independent judgment as to the Company’s best interest, that association or financial interest creates a conflict of interest.
The holding of a financial interest by a Covered Person in any present or potential competitor, customer, supplier, or contractor of the Company creates a conflict of interest, except where the business or enterprise in which the Covered Person holds such financial interest is publicly owned, and the financial interest of the Covered Person in such public entity constitutes less than one percent (1%) of the ownership of that business or enterprise.
The acceptance by a Covered Person of a membership on the Board of Directors, or serving as a consultant or advisor to any board or any management, of a business that is a present or potential competitor, customer, supplier, or contractor of the Company, creates a conflict of interest, unless such relationship is pre-approved in writing by the principal executive officer of the Company.
Engaging in any transaction involving the Company, from which the Covered Person can benefit financially or otherwise, apart from the usual compensation received in the ordinary course of business, creates a conflict of interest. Such transactions include lending or borrowing money, guaranteeing debts, or accepting gifts, entertainment, or favors from a present or potential competitor, customer, supplier, or contractor of the Company.
The use or disclosure of any unpublished information regarding the Company, obtained by a Covered Person in connection with his or her employment for personal benefit, creates a conflict of interest.

It is our policy and it is expected that all Covered Persons should endeavor to avoid all situations that present an actual or apparent conflict of interest. All actual or apparent conflicts of interest must be handled honestly and ethically. If a Covered Person suspects that he or she may have a conflict of interest, that Covered Person is required to report the situation to, and to seek guidance from, his or her immediate supervisor or senior management, as appropriate. For purposes of this Code, directors, the principal executive officer, and the principal financial officer shall report any such conflict or potential conflict situations to the chairman of the Audit Committee, if one is created, and in the absence of an Audit Committee, to chairman of the Board of Directors. Officers (other than the principal executive officer and principal financial officer) and employees of the Company shall report any such situations to their immediate supervisor. It is the responsibility of the Audit Committee chairman or the chairman of the board, as applicable, to determine if a conflict of interest exists or whether such situation is likely to impair the Covered Persons ability to perform his or her assigned duties with the Company, and if such situation is determined to present a conflict, to determine the necessary resolution.

IV. Compliance With Applicable Laws, Rules And Regulations

Full compliance with the letter and the spirit of all applicable governmental laws, rules and regulations, and applicable rules and listing standards of any national securities exchange on which the Company’s securities may be listed, is one of the foundations on which this Company’s ethical policies are built. All directors and executive officers of the Company must understand and take responsibility for the Company’s compliance with the applicable governmental laws, rules and regulations of the cities, states and countries in which the Company operates, and for complying with the applicable rules and listing standards of any national securities exchange on which the Company’s securities may be listed.

V. Rules to Promote Full, Fair, Accurate, Timely and Understandable Disclosure

As a public company, the Company has a responsibility to report financial information to security holders so that they are provided with accurate information in all material respects about the Company’s financial condition and results of operations. It is the policy of the Company to fully and fairly disclose the financial condition of the Company in compliance with applicable accounting principles, laws, rules and regulations. Further, it is the Company’s policy to promote full, fair, accurate, timely and understandable disclosure in all Company reports required to be filed with or submitted to the Commission, as required by applicable laws, rules and regulations then in effect, and in other public communications made by the Company.

Covered Persons may be called upon to provide or prepare necessary information to ensure that the Company’s public reports are complete, fair and understandable. The Company expects Covered Persons to take this responsibility seriously and to provide accurate information related to the Company’s public disclosure requirements.

All books and records of the Company shall fully and fairly reflect all Company transactions in accordance with accounting principles generally accepted in the United States of America, and any other financial reporting or accounting regulations to which the Company is subject. No entries to the Company’s books and records shall be made or omitted to intentionally conceal or disguise the true nature of any transaction. Covered Persons shall maintain all Company books and records in accordance with the Company’s established disclosure controls and procedures and internal controls for financial reporting, as such controls may be amended from time to time.

The Company is committed to develop and operate a system of internal control policy over financial reporting and accounting record, to ensure all internal transactions are properly authorized and recorded, and are compliant with all applicable laws. The internal controls include but are not limited to written policies and procedures, superior examination and monitoring, budget control and other inspection and settlement. The Company is committed to develop and operate a system of disclosure procedures to ensure that all information is disclosed in accordance with applicable rules and regulations.

All Covered Persons must report any questionable accounting or auditing matters that may come to their attention. This applies to all reports or records prepared for internal or external purposes. If any Covered Person has concerns or complaints regarding questionable accounting or auditing matters of the Company, Covered Person shall report such matters to his or her immediate supervisor. If the immediate supervisor is involved in the questionable accounting or auditing matter, or does not timely resolve the Covered Person’s concern, the Covered Person should submit their concerns to the principal executive officer or the principal financial officer. If the principal executive officer and the principal financial officer are involved in the questionable accounting or auditing matter, or do not timely resolve the Covered Person's concerns, the Covered person should submit his or her concern directly to the Audit Committee, if one be established, or to the Board of Directors in the absence of a designated Audit Committee. The reporting of any such matters may be done on a confidential basis, at the election of the Covered Person making the report.

VI. Competition and Fair Dealing

The Company seeks to outperform its competitors fairly and honestly. The Company does not seek competitive advantages through illegal or unethical business practices. Each Covered Person shall endeavor to deal fairly with the Company’s customers, service providers, suppliers, competitors and employees. No Covered Person shall take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any unfair dealing practice.

The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage with customers. No gift or entertainment should ever be offered, given, provided or accepted by any Company employee, family member of an employee or agent unless it: (i) is not a cash gift, (ii) is consistent with customary business practices, (iii) is not excessive in value, (iv) cannot be construed as a bribe or payoff, and (v) does not violate any laws or regulations. Please discuss with the Company’s Chief Financial Officer any gifts which you are not certain are appropriate.

VII. Corporate Opportunities

Covered Persons are prohibited from taking for themselves opportunities that are discovered through the use of Company property, information or position, or using Company property, information or position for personal gain. Covered Persons have a duty to the Company to advance its legitimate interest when the opportunity to do so arises.

VIII. Confidentiality

Covered Persons must maintain the confidentiality of non-public, proprietary information regarding the Company, its customers or its suppliers, and shall use that information only to further the business interests of the Company, except where disclosure or other use is authorized by the Company or legally mandated. This includes information disseminated to employees in an effort to keep them informed or in connection with their work activities, but with the instruction, confidential labeling, or reasonable expectation that the information be kept confidential.

IX. Trading on Inside Information

Inside information includes any non-public information, whether favorable or unfavorable, that investors generally consider important in making investment decisions. Examples include financial results not yet released, imminent regulatory approval/disapproval of an alliance or other significant matter such as the purchase or sale of a business unit or significant assets, threatened litigation, or other significant facts about a business. No information obtained as the result of employment at, or a director’s service on the Board of, the Company may be used for personal profit or as the basis for a “tip” to others, unless such information has previously been made generally available to the public, and even in such circumstances, such information may be subject to other duties.

X. Protection and Proper Use of Company Assets

Covered Persons should protect the Company’s assets and ensure their efficient use. Theft, carelessness and waste have an adverse impact on the Company and its profitability. Company assets may only be used for legitimate Company business purposes.

XI. Foreign Corrupt Practices Act (“FCPA”) and Similar Laws

The FCPA prohibits the making of a payment and/or the offering of anything of value to any foreign government official, government agency, political party or political candidate in exchange for a business favor or when otherwise intended to influence the action taken by any such individual or agency or to gain any competitive or improper business advantage. Prohibitions of the FCPA apply to actions taken by all Covered Persons and by all outside parties engaged directly or indirectly by the Company (e.g., consultants, professional advisers, etc.). Given the complexity of the FCPA and the severe penalties associated with its violation, all Covered Persons are urged to contact the Company’s Chief Financial Officer at any time with any questions concerning the Company’s and their obligations under and in compliance with the FCPA.

Laws in China, and in most countries outside of the United States as well, also prohibit or restrict government officials or employees of government agencies from receiving payments, entertainment, or gifts for the purpose of winning or keeping business. No contract or agreement may be made with any business in which a government official or employee holds a significant interest, without the prior approval of the Company’s Audit Committee.

XII. Fair Treatment

The Company is firmly committed to providing equal opportunity to all employees and will not tolerate any illegal discrimination or harassment based on nationality, national origin, sex, religion or any other protected class, avoid any discrimination or harassment for psychological or physiological defect.

The Company strives to provide each employee with a safe and healthy work environment. Regardless of the status of the employee, the Company prohibits any sexual harassment to employees of opposite sex through body or language. Violence and threatening behavior are not permitted.

XIII. Compliance with the Code; Discipline

Violation of this Code may result in serious consequences for the Company, its corporate reputation and credibility and the confidence level of its customers and investors. Sanctions against the Company for criminal or civil wrongdoing could include substantial fines and restrictions on future operations. Individual employees could be required to pay significant fines or be sentenced to prison. Therefore, violations will be taken seriously.

Company-imposed disciplinary action will be coordinated with the employee’s supervisor, the human resources department and the Company’s Chief Financial Officer. The overall seriousness of the matter will be considered in determining disciplinary action to be taken: which might include consequences up to and including dismissal. Individual cases may require an employee to reimburse the Company for losses or damages. The Company may even refer an employee for criminal prosecution, civil enforcement or a combination of the above.

Disciplinary action may also be taken against Covered Persons who condone, permit or have knowledge of illegal or unethical conduct by subordinates and do not take corrective action, and against Covered Persons who make false statements in connection with investigations of violations of this Code.

All Covered Persons will be held to the standards in this Code. Violating the Code, even if directed to do so by management is not justifiable. If a manager solicits actions in violation of this Code, the Covered Person should contact the Company’s Chief Financial Officer.

XIV. Reporting and Compliance Procedure

Every Covered Person has the responsibility to ask questions, seek guidance, report suspected violations and express concerns regarding compliance with this Code. The Company’s Chief Financial Officer can be reached for explanation, clarification, and guidance of this Code at +1 201.497.5400 (telephone) or his office. Any employee, officer or director who knows or believes that any other employee or representative of the Company has engaged or is engaging in Company-related conduct that violates applicable law or this Code should report such information to the Chief Financial Officer. Covered Persons may report such conduct openly or anonymously without fear of retaliation. The Company will not discipline, discriminate against or retaliate against any employee who reports such conduct, unless it is determined that the report was made with knowledge that it was false, or who cooperates in any investigation or inquiry regarding such conduct. Any supervisor who receives a report of a violation of this Code must immediately inform the Chief Financial Officer.

Covered Persons may report violations of this Code on a confidential or anonymous basis, while the Company encourages reporting person to identify himself or herself when reporting violations so that the Company may follow up with the reporting person, as necessary, for additional information. Covered Person may report to the Chief Financial Officer through the following means:

	By post:	Floor 28, Block C, Longhai Mingzhu Building
		No. 182 Haier Road, Qingdao 266000
		People’s Republic of China
	Telephone:	+1 201.497.5400

If the Chief Financial Officer receives information regarding an alleged violation of this Code, he or she shall, in consultation with outside counsel, as appropriate, (a) evaluate such information, (b) if the alleged violation involves an executive officer or a director, inform the Chief Executive Officer and Board of Directors of the alleged violation, (c) determine whether it is necessary to conduct an informal inquiry or a formal investigation and, if so, initiate such inquiry or investigation and (d) report the results of any such inquiry or investigation, together with a recommendation as to disposition of the matter, to the Chief Executive Officer for action, or if the alleged violation involves an executive officer or a director, report the results of any such inquiry or investigation to the Board or the Audit Committee (if one be established). Covered Persons are expected to cooperate fully with any inquiry or investigation by the Company regarding an alleged violation of this Code.

Failure to cooperate with any such inquiry or investigation may result in disciplinary action, up to and including discharge.

The Company shall determine whether violations of this Code have occurred and, if so, shall determine the disciplinary measures to be taken against any employee who has violated this Code. In the event that the alleged violation involves an executive officer or a director, the Chief Executive Officer and Board or the Audit Committee (if one be established), respectively, shall determine whether a violation of this Code has occurred and, if so, shall determine the disciplinary measures to be taken against such executive officer or director.

Failure to comply with the standards outlined in this Code will result in disciplinary action including, but not limited to, reprimands, warnings, probation or suspension without pay, demotions, reductions in salary, discharge and restitution. Certain violations of this Code may require the Company to refer the matter to the appropriate governmental or regulatory authorities for investigation or prosecution. Moreover, any supervisor who directs or approves of any conduct in violation of this Code, or who has knowledge of such conduct and does not immediately report it, also will be subject to disciplinary action, up to and including discharge.

XV. Waiver of the Code

While some of the policies contained in this Code must be strictly adhered to and no exceptions can be allowed, in other cases exceptions may be possible. Any request for a waiver of any provision of this Code must be in writing and addressed to the Board or the Audit Committee (if one be established), if made by an executive officer or a director, or the Chief Executive Officer of the Company, if made by an employee.

Any waiver of this Code with respect to an officer or director must be approved by the Board or the Audit Committee, after consultation with the Company’s corporate or outside counsel, and will be disclosed as required by law, Commission regulations, or the rules and listing standards of any national securities exchange on which the Company’s securities may be listed.

XVI. Dissemination and Amendment

This Code shall be distributed to each employee, officer and director of the Company upon commencement of his or her employment or other relationship with the Company. The Company reserves the right to amend, alter or terminate this Code at any time for any reason.

Adopted by the Audit Committee of the Board of Directors on June 22, 2010.

EX-16.1 14 exhibit16-1.htm EXHIBIT 16.1 Dragon Acquisition Corporation: Exibit 16.1 - Filed by newsfilecorp.com

Exhibit 16.1

June 23, 2010

Office of the Chief Accountant
Securities and Exchange Commission
100F Street, NE
Washington, D.C. 20549

Dear Sir/Madam:

We have read the statements included under Item 4.01 in the Form 8-K dated June 23, 2010 of Dragon Acquisition Corporation to be filed with the Securities and Exchange Commission and we agree with such statements insofar as they relate to our dismissal and our audits for the years ended December 31, 2009 and 2008, and our reviews of interim financial statements. We cannot confirm or deny that the appointment of MSPC Certified Public Accountants and Advisors, A Professional Corporation was approved by the Board of Directors, or that they were not consulted prior to their appointment as auditors.

Very truly yours,

PMB Helin Donovan, LLP

/s/ PMB Helin Donovan, LLP

Austin, Texas

EX-99.1 15 exhibit99-1.htm EXHIBIT 99.1 Dragon Acquisition Corporation: Exhibit 99.1 - Filed by newsfilecorp.com

Exhibit 99.1

DRAGON ACQUISITION CORPORATION

AUDIT COMMITTEE CHARTER

The Purpose of the Audit Committee

The purpose of the Audit Committee of Dragon Acquisition Corporation (the “Company”) is to represent and assist the Board of Directors in its general oversight of the Company’s accounting and financial reporting processes, audits of the financial statements, and internal control and audit functions. Management is responsible for (a) the preparation, presentation and integrity of the Company’s financial statements; (b) accounting and financial reporting principles; and (c) the Company’s internal controls and procedures designed to promote compliance with accounting standards and applicable laws and regulations. The Company’s independent auditing firm is responsible for performing an independent audit of the consolidated financial statements in accordance with generally accepted auditing standards.

The Audit Committee members are not professional accountants or auditors and their functions are not intended to duplicate or to certify the activities of management and the independent auditor. Consequently, it is not the duty of the Audit Committee to conduct audits or to determine that the Company’s financial statements and disclosures are complete and accurate and are in accordance with generally accepted accounting principles and applicable rules and regulations. These are the responsibilities of management and the independent auditor. The Audit Committee serves a board level oversight role where it oversees the relationship with the independent auditor, as set forth in this charter, receives information and provides advice, counsel and general direction, as it deems appropriate, to management and the auditors, taking into account the information it receives, discussions with the auditor, and the experience of the Audit Committee’s members in business, financial and accounting matters.

Membership and Structure

The Audit Committee is comprised of at least three directors determined by the Board of Directors to meet the director and audit committee member independence requirements and financial literacy requirements of The NASDAQ Stock Market LLC (“NASDAQ”), the Securities and Exchange Commission or any other applicable requirements. At least one member of the Audit Committee must be financially sophisticated, as determined by the Board of Directors, and no Audit Committee member may have participated in the preparation of the financial statements of the Company or any of the Company’s current subsidiaries at any time during the past three years, each as required by NASDAQ listing standards. Appointment to the Audit Committee, including the designation of the Chair of the Audit Committee and the designation of any Audit Committee members as “audit committee financial experts”, shall be made on an annual basis by the full Board of Directors upon recommendation of the Governance and Nominating Committee. Meetings of the Audit Committee shall be held at such times and places as the Audit Committee shall determine. When necessary, the Audit Committee shall meet in executive session outside of the presence of any senior executive officer of the Company. The Chair of the Audit Committee shall report on activities of the Audit Committee to the full Board of Directors.

Operations

The Audit Committee meets in person or telephonically at least four times a year, on a quarterly basis. Additional meetings may occur as the Audit Committee or its chairperson deems advisable. The Audit Committee may take action by unanimous written consent in lieu of meeting. The Audit Committee shall meet in executive session privately, with the independent auditor, without the chief internal auditor and management present, not less frequently than quarterly. The Audit Committee will cause adequate minutes of all its proceedings to be kept, and will report on its actions and activities at the next quarterly meeting of the Board of Directors of the Company. Audit Committee members will be furnished with copies of the minutes of each meeting and any action taken by unanimous consent. The Audit Committee is governed by the same rules regarding meetings (including meetings by conference telephone or similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board of Directors of the Company. The Audit Committee is authorized to adopt its own rules of procedure not inconsistent with (a) any provision of this Charter, (b) any provision of the Memorandum and Articles of Association of the Company, as amended from time to time, or (c) any applicable law.

The Chairman of the Audit Committee is to be contacted directly by the chief internal auditor or the independent auditor (1) to review items of a sensitive nature that can impact the accuracy of financial reporting or (2) to discuss significant issues relative to the overall Board of Directors’ responsibility that have been communicated to management but, in their judgment, may warrant follow-up by the Audit Committee.

Authority

The Audit Committee will have the resources and authority necessary to discharge its duties and responsibilities. The Audit Committee shall have the authority to engage independent legal, accounting and other advisers, as it determines necessary to carry out its duties. The Audit Committee shall have sole authority to approve related fees and retention terms. Any communications between the Audit Committee and legal counsel in the course of obtaining legal advice will be considered privileged communications of the Company and the Audit Committee will take all necessary steps to preserve the privileged nature of those communications.

The Audit Committee may form and delegate authority to subcommittees, which must consist solely of independent directors, and may delegate authority to one or more designated members of the Audit Committee. Any action taken by such subcommittees and delegation shall be reported to the full Audit Committee on a timely basis.

Responsibilities

The Audit Committee:

1. is directly responsible for the appointment (subject, if applicable, to shareholder ratification) or termination, compensation, retention and oversight of the work of the independent auditor (including resolution of disagreements between management and the auditors regarding financial reporting), who shall report directly to the Audit Committee;

2. obtains and reviews annually a report by the independent auditor describing the firm’s internal quality-control procedures, any material issues raised by the most recent internal quality-control review or peer review or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues;

3. reviews and discusses with the independent auditor the written statement from the independent auditor concerning any relationship between the auditor and the Company or any other relationships that may adversely affect the independence of the auditor, and, based on such review, assesses the independence of the auditor;

4. establishes policies and procedures for the review and pre-approval by the Audit Committee of all auditing services and permissible non-audit services (including the fees and terms thereof) to be performed by the independent auditor;

-2-

5. reviews and discusses with the independent auditor (a) its audit plans, and audit procedures, including the general audit approach, scope, staffing, fees and timing of the audit, (b) the results of the annual audit examination and accompanying management letters, and (c) the results of the independent auditor’s procedures with respect to interim periods;

6. reviews and discusses reports from the independent auditor on (a) all critical accounting policies and practices used by the Company, (b) alternative accounting treatments within GAAP related to material items that have been discussed with management, including the ramifications of the use of the alternative treatments and the treatment preferred by the independent auditor, and (c) other material written communications between the independent auditor and management;

7. reviews and discusses with the independent auditor the independent auditor’s judgments as to the quality, not just the acceptability, of the Company’s accounting principles and such further matters as the independent auditors present the Audit Committee under generally accepted auditing standards;

8. reviews and discusses with management and the independent auditor quarterly earnings press releases, including the interim financial information and business discussion included therein, reviews and discusses with management and independent auditor the unaudited quarterly or interim financial statements and the management discussion and analysis in the quarterly report or the annual report, the year-end audited financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, if deemed appropriate, recommends to the Board of Directors that the audited financial statements be included in the Annual Report on Form 10-K for the year;

9. reviews and discusses with management and the independent auditor various topics and events that may have significant financial impact on the Company or that are the subject of discussions between management and the independent auditors;

10. reviews and discusses with management the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures;

11. reviews and approves related-party transactions (as defined in Item 404 of Regulation S-K);

12. reviews and discusses with management, the independent auditor, and the Company’s chief internal auditor (a) the adequacy and effectiveness of the Company’s internal controls (including any significant deficiencies and significant changes in internal controls reported to the Audit Committee by the independent auditor or management), (b) the Company’s internal audit procedures, and (c) the adequacy and effectiveness of the Company’s disclosure controls and procedures, and management reports thereon;

13. reviews annually with the chief internal auditor the scope of the internal audit program, and reviews annually the performance of both the internal audit group and the independent auditor in executing their plans and meeting their objectives;

14. reviews and concurs in the appointment, replacement, reassignment, or dismissal of any chief internal auditor of the Company;

15. reviews the use of auditors other than the independent auditor in cases such as management’s request for second opinions;

16. reviews matters related to the corporate compliance activities of the Company;

-3-

17. establishes procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters;

18. establishes policies for the hiring of employees and former employees of the independent auditor;

19. prepares any report of the Audit Committee, including any recommendation of the Audit Committee, required by the rules of the Securities and Exchange Commission or any exchange on which the Company’s securities are listed to be included in any annual report or for any annual or other meeting of shareholders.

20. periodically reviews with the Company’s in-house and independent counsel any legal matters that could have a significant impact on the Company’s financial statements, the Company’s compliance with applicable laws and regulations, and any material reports or inquiries received from regulators or governmental agencies;

21. obtains timely reports from management and the Company’s senior internal auditing executive and counsel that the Company and its subsidiaries are in conformity with applicable legal requirements and the Company’s Code of Ethics, including disclosures of insider and affiliated party transactions;

22. reviews and approves the Company’s Code of Ethics, as it may be amended and updated from time to time, and ensures that management has implemented a compliance program to enforce such Code (which shall include reporting of violations of such Code to the Audit Committee);

23. reviews reported violations of the Company’s Code of Ethics;

24. reviews and approves (a) any change or waiver in the Company’s Code of Ethics for principal executives and senior financial officers and (b) any disclosures made on the Company’s filings with the Securities and Exchange Commission regarding such change or waiver;

25. engages in an annual self-assessment with the goal of continuing improvement, and will annually review and reassess the adequacy of its charter, and recommends any changes to the full Board of Directors; and

26. exercise such other powers and perform such other duties as may from time to time be delegated to the Audit Committee by the Board of Directors.

The Audit Committee shall consult with management but may not delegate these responsibilities, except as specifically provided for above.

Adopted by the Board of Directors on June 22, 2010

-4-

EX-99.2 16 exhibit99-2.htm EXHIBIT 99.2 Dragon Acquisition Corporation: Exhibit 99.2 - Filed by newsfilecorp.com

Exhibit 99.2

DRAGON ACQUISITION CORPORATION

COMPENSATION COMMITTEE CHARTER

The Purpose of the Compensation Committee

The purpose of the Compensation Committee of the Board of Directors of Dragon Acquisition Corporation (the “Company”) is to represent and assist the Board of Directors to discharge the responsibilities of the Company’s Board of Directors relating to compensation of the Company’s executives, to produce an annual report on executive compensation for inclusion in the Company’s proxy statement, and to oversee and advise the Board of Directors of the Company on the adoption of policies that govern the Company’s compensation programs, including stock and benefit plans.

Membership and Structure

The membership of the Compensation Committee consists of at least three directors, all of whom shall (a) meet the independence requirements established by the Board of Directors of the Company and applicable laws, regulations and listing requirements of The NASDAQ Stock Market LLC, (b) be a “non-employee director” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and (c) be an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code of 1986. The Board of Directors of the Company appoints the members of the Compensation Committee and the chairperson of the Compensation Committee. The Board of Directors of the Company may remove any member from the Compensation Committee at any time with or without cause.

Operations

The Compensation Committee meets in person or telephonically at least twice a year. Additional meetings may occur as the Compensation Committee or its chairperson deems advisable. The Compensation Committee may take action by unanimous written consent in lieu of meeting. The Compensation Committee will cause adequate minutes of all its proceedings to be kept, and will report on its actions and activities at the next quarterly meeting of the Board of Directors of the Company. The Compensation Committee members will be furnished with copies of the minutes of each meeting and any action taken by unanimous consent. The Compensation Committee is governed by the same rules regarding meetings (including meetings by conference telephone or similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board of Directors of the Company. The Compensation Committee is authorized to adopt its own rules of procedure not inconsistent with (a) any provision of this Charter, (b) any provision of the Memorandum and Articles of Association of the Company, or (c) any applicable law.

Authority

The Compensation Committee will have the resources and authority necessary to discharge its duties and responsibilities. The Compensation Committee has sole authority to retain and terminate its own outside counsel, compensation consultants retained to assist the Compensation Committee in determining the compensation of the directors, Chief Executive Officer or other senior executive officers, or other experts or consultants, as it deems appropriate, including sole authority to approve the firms’ fees and other retention terms. Any communications between the Compensation Committee and legal counsel in the course of obtaining legal advice will be considered privileged communications of the Company and the Compensation Committee will take all necessary steps to preserve the privileged nature of those communications.

The Compensation Committee may form and delegate authority to subcommittees, which must consist solely of independent directors, and may delegate authority to one or more designated members of the Compensation Committee. Any action taken by such subcommittees and delegation shall be reported to the full Committee on a timely basis.

Responsibilities

The principal responsibilities and functions of the Compensation Committee are as follows:

Review the structure and competitiveness of the Company’s executive compensation programs to ensure (a) the attraction and retention of corporate officers, (b) the motivation of corporate officers to achieve the Company’s business objectives, and (c) the alignment of the interests of key leadership with the long-term interests of the Company’s shareholders.

Review trends in management compensation in comparable companies and industries to the business of the Company, oversee the development of new compensation plans, and, when necessary, approve the revision of existing plans.

Review and approve the compensation structure for corporate officers at the level of corporate vice president and above.

Oversee an evaluation of the performance of the Company’s executive officers and approve the annual compensation, including salary, bonus, incentive and equity compensation, for the executive officers.

Review and approve corporate goals and objectives relevant to the compensation of the Company’s Chief Executive Officer, evaluate the performance of the Company’s Chief Executive Officer in light of those goals and objectives, and set the compensation level of the Company’s Chief Executive Officer’s based on this evaluation. In determining the long-term incentive component of the Company’s Chief Executive Officer’s compensation, the Compensation Committee shall consider, without limitation, the Company’s performance and relative shareholder return, the value of similar incentive awards to Chief Executive Officers at comparable companies, and the awards given to the Company’s Chief Executive Officer in past years. The Company’s Chief Executive Officer may not be present at any meetings of the Compensation Committee where such compensation is deliberated.

Review and make recommendations to the Board of Directors with respect to the compensation of the Company’s directors, including, without limitation, equity and equity-based compensation

Review and approve compensation packages for new corporate officers and termination packages for corporate officers.

Review and discuss with the Board of Directors and senior officers plans for officer development and corporate succession plans for the CEO and other senior officers.

Review and make recommendations concerning long-term incentive compensation plans, including the use of equity-based plans. Except as otherwise delegated by the Board of Directors of the Company, the compensation committee will act on behalf of the Board of Directors as the “Committee” established to administer equity-based and employee benefit plans, and as such will discharge any responsibilities imposed on the Compensation Committee under those plans, including making and authorizing grants, in accordance with the terms of those plans.

-2-

10.

When and as applicable, discuss with management the Company’s Compensation Discussion and Analysis for the Company’s SEC filings and produce an annual report of the Compensation Committee on executive compensation for inclusion in such SEC filings.

11.

Review periodic reports from management on matters relating to the Company’s personnel appointments and practices.

12.

Produce an annual report of the Compensation Committee on executive compensation for the Company’s annual proxy statement in compliance with applicable Securities and Exchange Commission rules and regulations and relevant listing authority.

13.

Regularly review and make recommendations about changes to this Charter.

14.

Obtain or perform an annual evaluation of the Compensation Committee’s performance and make applicable recommendations.

15.

Exercise such other powers and perform such other duties as may from time to time be delegated to the Compensation Committee by the Board of Directors of the Company.

Adopted by the Board of Directors on June 22, 2010

-3-

EX-99.3 17 exhibit99-3.htm EXHIBIT 99.3 Dragon Acquisition Corporation: Exhibit 99.3 - Filed by newsfilecorp.com

Exhibit 99.3

DRAGON ACQUISITION CORPORATION

GOVERNANCE AND NOMINATING COMMITTEE CHARTER

The Purpose of the Governance and Nominating Committee

The purpose of the Governance and Nominating Committee of the Board of Directors of Dragon Acquisition Corporation (the “Company”), is to determine the slate of director nominees for election to the Company’s Board of Directors, to identify and recommend candidates to fill vacancies occurring between annual general meetings, to review, evaluate and recommend changes to the Company’s Corporate Governance Guidelines, and to review the Company’s policies and programs that relate to matters of corporate responsibility, including public issues of significance to the Company and its shareholders.

Membership and Structure

The membership of the Governance and Nominating Committee shall consist of at least three directors, each of whom shall meet the independence requirements established by the Board of Directors and applicable laws, regulations and listing requirements of The NASDAQ Stock Market LLC. The Board of Directors of the Company appoints the members of the Governance and Nominating Committee and the chairperson. The Board of Directors of the Company may remove any member from the Governance and Nominating Committee at any time with or without cause.

Operations

The Governance and Nominating Committee meets in person or telephonically at least twice a year. Additional meetings may occur as the Governance and Nominating Committee or its chairperson deems advisable. The Governance and Nominating Committee may take action by unanimous written consent in lieu of meeting. The Governance and Nominating Committee will cause to be kept adequate minutes of all its proceedings, and will report on its actions and activities at the next quarterly meeting of the Board of Directors of the Company. The Governance and Nominating Committee members will be furnished with copies of the minutes of each meeting and any action taken by unanimous consent. The Governance and Nominating Committee is governed by the same rules regarding meetings (including meetings by conference telephone or similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board of Directors of the Company. The Governance and Nominating Committee is authorized and empowered to adopt its own rules of procedure not inconsistent with (a) any provision of this Charter, (b) any provision of the Memorandum and Articles of Association of the Company, as amended from time to time, or (c) any applicable law.

Authority

The Governance and Nominating Committee will have the resources and authority necessary to discharge its duties and responsibilities. The Governance and Nominating Committee has sole authority to retain and terminate its own outside counsel, any search firm used to identify director candidates, or other experts or consultants, as it deems appropriate, including sole authority to approve the firms’ fees and other retention terms. Any communications between the Governance and Nominating Committee and legal counsel in the course of obtaining legal advice will be considered privileged communications of the Company and the Governance and Nominating Committee will take all necessary steps to preserve the privileged nature of those communications.

The Governance and Nominating Committee may form and delegate authority to subcommittees, which must solely consist of independent directors, and may delegate authority to one or more designated members of the Governance and Nominating Committee. Any action taken by such subcommittees and delegation shall be reported to the full Governance and Nominating Committee on a timely basis.

Responsibilities

The principal responsibilities and functions of the Governance and Nominating Committee are as follows:

1. Identify and recommend to the Board of Directors candidates for election or reelection to the Board of Directors, or for appointment to fill any vacancy;

2. Annually present to the Board of Directors a list of individuals recommended for nomination for election to the Board of Directors of the Company at the annual meeting of shareholders, and for appointment to the committees of the Board of Directors (including this Governance and Nominating Committee).

3. Before recommending an incumbent, replacement or additional director, review his or her qualifications, including capability, availability to serve, conflicts of interest, and other relevant factors.

4. Annually evaluate and report to the Board of Directors of the Company on the performance and effectiveness of the Board of Directors to facilitate the directors fulfillment of their responsibilities in a manner that serves the interests of the Company’s shareholders.

5. Annually review the composition of each committee and present recommendations for committee memberships to the Board of Directors of the Company as needed.

6. Periodically review the compensation paid to non-employee directors for annual retainers (including the Board of Directors of the Company and committee Chairs) and meeting fees, if any, and make recommendations to the Board of Directors for any adjustments. No member of the Governance and Nominating Committee will act to fix his or her own compensation except for uniform compensation to directors for their services as such.

7. Develop and periodically review and recommend to the Board of Directors of the Company appropriate revisions to the Company’s Corporate Governance Guidelines.

8. Monitor compliance with the Corporate Governance Guidelines.

9. Regularly review and make recommendations to the Board of Directors about changes to this charter.

10. Regularly review and make recommendations about changes to the charters of other board committees after consultation with the respective committee chairs.

11. Obtain or perform an annual evaluation of the Governance and Nominating Committee’s performance and make applicable recommendations.

12. Assist the Chairman of the Board of Directors of the Company, if the Chairman is a non-management director, or otherwise the Chairman of the Governance and Nominating Committee acting as Lead Independent Director, in leading the Board of Directors’ annual review of the Chief Executive Officer’s performance.

-2-

13. Advise the Board of Directors periodically with regards to significant developments in the law and practice of corporate governance as well as the Company’s compliance with applicable laws and regulations, and make recommendations to the Board of Directors on all matters of corporate governance and on any remedial action to be taken.

14. Perform any other duties or responsibilities expressly delegated to the Governance and Nominating Committee by the Board of Directors of the Company from time to time.

Adopted by the Board of Directors on June 22, 2010

-3-

EX-99.4 18 exhibit99-4.htm EXHIBIT 99.4 Dragon Acquisition Corporation: Exhibit 99.4 - Filed by newsfilecorp.com

Exhibit 99.4

FOR IMMEDIATE RELEASE

Dragon Acquisition Corporation Appoints New President, Chief Financial Officer, and Independent Directors and Changes Independent Auditor

QINGDAO, China, June 23, 2010 /PRNewswire-Asia-FirstCall/ -- Dragon Acquisition Corporation (“Dragon Acquisition” or the “Company”), a leading housing and real estate development company headquartered in Qingdao, Shandong province, China, today announced that it has appointed a new President, Chief Financial Officer, and three independent Directors, changed its independent auditor, and made other changes to its corporate governance structure. None of the changes were made because of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. The changes were made in anticipation of the Company’s listing on NASDAQ, public offering of ordinary shares, and its change of name to China Oumei Real Estate Inc.

Mr. Weiqing Zhang, Chief Executive Officer and Director of Dragon Acquisition Corporation, said, “We are very fortunate to have three eminently qualified independent directors join our Board. They bring extraordinary depth and breadth of knowledge to us that will be directly relevant to our future strategy, direction, and performance. The addition of our new CFO, Mr. Zhaohui (John) Liang, to our team will further strengthen our already very solid financial and industry leadership, knowledge, and capabilities, as he brings significant industry experience and a proven track record in both the financial and investment side and the operational and development side of the real estate business.

“All four will increase our readiness as we prepare to complete our listing on NASDAQ and the public offering of our ordinary shares. They will help ensure our sustained focus on creating value for shareholders. We are very happy as we anticipate their substantial contributions to our company.”

Appointment of New Chief Financial Officer and New President

On June 22, 2010, the Board of Directors appointed Mr. Zhaohui (John) Liang as the Chief Financial Officer of the Company, effective immediately.

Mr. Zhaohui (John) Liang, age 41, has more than 15 years of experience in real estate finance, investment, and development. From June 2009 to June 2010, Mr. Liang was Senior Director of Real Estate at The Great Atlantic & Pacific Tea Company, Inc., where he oversaw the real estate portfolio of one of the largest U.S. retail chains, with $9 billion in annual sales, managed real estate-oriented corporate financing, accounting and reporting, led major corporate divestures and acquisitions, and developed and implemented the company’s strategic real estate plan.

Prior to that, he served in key positions at Lerner Heidenberg Properties, Inc., a real estate investment and development company, including Chief Financial Officer from January 2006 to February 2009 and Director of Finance and Acquisitions from December 2004 to January 2006. From May 2004 to December 2004, Mr. Liang was Senior Financial Analyst & Asset Manager at General Growth Properties, Inc., a public real estate investment trust. From May 2003 to September 2003, he served as an Equity Analyst in the Real Estate Group of Friedman Billings Ramsey & Co., an investment bank, and from January 1994 to April 2002, he was a Development Project Manager at THSSW Architects, P.C., an architectural and construction project management firm.

Mr. Liang earned his Bachelor of Architecture degree from the University of Arkansas, and his MBA, with a dual major in finance and real estate, from The Wharton School, University of Pennsylvania. He is a member of a number of professional organizations, including the Chinese Finance Association, The Samuel Zell and Robert Lurie Real Estate Center of the Wharton School, Urban Land Institute, the American Institute of Architects, and the International Council of Shopping Centers. He is also a licensed architect.

In connection with Mr. Liang’s appointment, Mr. Yang Chen resigned as both Chief Financial Officer and Vice President, and was appointed as the Company’s President. Mr. Chen will assist CEO Weiqing Zhang in managing the Company’s daily operations. In connection with Mr. Chen’s appointment as President, Mr. Zhang resigned from his position as President and continues as the Company’s Chief Executive Officer and a Director of the Company.

Election of Directors

On June 22, 2010, the Company’s Board of Directors elected Mr. Lawrence Lee, Dr. Peter Linneman, and Mr. Ruiping Tao as Directors of the Company. The Board of Directors determined that each newly elected director is an “independent director” as defined by Rule 5605(a)(2) of the NASDAQ Listing Rules.

Each newly elected director was also appointed to the newly established Audit Committee, Compensation Committee, and Governance and Nominating Committee of the Board of Directors. Mr. Lee was appointed as the Chair of the Audit Committee, Mr. Tao was appointed as the Chair of the Compensation Committee, and Dr. Linneman was appointed as the Chair of the Governance and Nominating Committee.

The Board also determined that Mr. Lee possesses accounting or related financial management experience that qualifies him as financially sophisticated within the meaning of Rule 5605(c)(2)(A) of the NASDAQ Listing Rules and that he is an “audit committee financial expert” as defined by the rules and regulations of the Securities and Exchange Commission. His qualification is subject to NASDAQ’s confirmation that he qualifies as an “audit committee financial expert.”

Mr. Lawrence Lee, age 46, is the founder and managing director of the Boardroom Advisors Company Limited, a Beijing-based financial advisory firm. He is currently also serving as a director of the Universal Travel Group, a NYSE-listed online travel service company operating in China.

From October 2007 to November 2009, Mr. Lee served as chief financial officer of Synutra International, Inc., a NASDAQ-listed consumer product company operating in China. From August 2004 to September 2007, Mr. Lee was a vice president and chief financial officer of Kasen International Holdings Limited, a public company listed on the Hong Kong Stock Exchange. Mr. Lee previously served as chief financial officer of Eagle Brand Holdings Limited, a company listed on the Singapore Stock Exchange. Mr. Lee’s experience also includes serving as a financial controller at the Korean division of Exel Plc, a multinational supply chain management firm, and serving as a senior auditor at Waste Management Inc.’s international department in London.

Mr. Lee is a fellow member of the Association of Chartered Certified Accountants. Mr. Lee received a bachelor’s degree in management and engineering from the Beijing Institute of Technology, a master’s degree in economics from the Renmin University of China, and a master’s degree in accounting and finance from the London School of Economics.

Dr. Peter Linneman, age 59, is widely recognized as one of the leading strategic thinkers in the real estate industry, and was cited as one of the 25 most influential people in real estate by REALTOR® magazine and as one of the 100 most powerful people in New York real estate by The New York Observer.

For 30 years, Dr. Linneman has been the managing principal of Linneman Associates, providing strategic and financial advice to leading corporations. He also serves as the Albert Sussman Professor of Real Estate, Finance, and Public Policy at The Wharton School of Business, University of Pennsylvania. A member of Wharton’s faculty since 1979, he served as the founding chairman of Wharton’s Real Estate Department and was the Director of Wharton’s Zell-Lurie Real Estate Center for 13 years. He is the founding co-editor of The Wharton Real Estate Review. His teaching and research focuses on real estate and investment strategies. He has published more than 80 articles during his career and is a highly sought-after speaker, appearing as the keynote speaker at numerous major industry conferences.

Dr. Linneman is also a co-coordinator, sponsor, and moderator (with Sam Zell) of the prestigious industry roundtable, The Marshall Bennett Classic. His quarterly research publication, The Linneman Letter, is widely read throughout the real estate industry and is viewed as a major thought leader in the business. His book, Real Estate Finance and Investments: Risks and Opportunities, has been adopted at more than 50 leading universities and is the leading primary reference source for those interested in real estate finance and investment.

Dr. Linneman holds both a master and doctorate degrees in economics from the University of Chicago. He currently serves on the Board of Directors and executive, compensation, and governance committees of Equity One, Inc., as an owner, developer, and operator of shopping centers, and on the Board of Directors and executive and audit committees of JER Investors Trust Inc., a commercial real estate finance company.

Mr. Ruiping Tao, age 60, is regarded as one of the pioneers in shaping the City of Qingdao’s urban planning strategy, and is widely recognized in China as a leading expert in the field of urban planning, development, and public policy.

Mr. Tao currently serves as the Chairman of the City of Qingdao Urban Planning Association. As a life-long public servant, Mr. Tao served as the Chief of Qingdao Urban Planning Bureau from February 2007 to March 2008, and as Deputy Chief from January 2001 to February 2007. In April 2008, Mr. Tao was appointed by the Government of Qingdao to head a special task force in charge of developing a comprehensive urban development plan for Yongwan Bay, which is the geographic and strategic focal point of the city’s next five-year development strategy. Mr. Tao previously served as a Chinese Navy officer from December 1970 to February 2001. He retired from all his governmental positions in March 2010.

Mr. Tao is frequently invited to speak at national and international urban planning industry conferences, such as the International Society of City and Regional Planners Convention, and provides advisory service to numerous governmental and educational institutions in China. Mr. Tao received his Bachelor of Electrical and Mechanical Engineering degree from the China’s College of Naval Engineering, and his EMBA from the Cheung Kong Graduate School of Business.

At the same time as the above appointments, Mr. Zhongbo Zhou resigned from the Company’s Board of Directors. His resignation was not because of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Change in Independent Registered Public Accounting Firm

On June 22, 2010, the Company dismissed PMB Helin Donovan, LLP as the Company’s independent auditor and appointed MSPC Certified Public Accountants and Advisors, A Professional Corporation (“MSPC”) as its new independent auditor. Prior to its appointment as the Company’s independent auditor, MSPC was the auditor of the Company’s Hong Kong holding company, Leewell Investment Group Limited, and its consolidated entities.

Related Matters

In further anticipation of its NASDAQ listing, on June 22, 2010 the Board of Directors established an Audit Committee, a Compensation Committee, and a Governance and Nominating Committee and adopted a Code of Ethics.

Further information regarding all of the above will be included in a Form 8-K to be filed by Dragon Acquisition Corporation with the Securities and Exchange Commission in the next few days.

About Dragon Acquisition Corporation

Dragon Acquisition Corporation, to be renamed China Oumei Real Estate Inc., through its Chinese subsidiaries, is one of the leading real estate developers in greater Qingdao, Shandong province, China. The Company develops and sells residential and commercial properties for middle and upper income customers and companies in the Shandong province, including the cities of Qingdao, Weihai, and Weifang, as well as in other provinces of China.

Since the Company’s inception, it has completed 15 projects having a gross floor area of 1,191,722 square meters, of which more than 91.8% has been sold. In addition, the Company has seven projects under construction with a total gross floor area of 735,274 square meters.

The Company reported total sales of $94.3 million for its fiscal year ended December 25, 2009.

The Company is applying to have its ordinary shares trade on NASDAQ using the symbol “OMEI.”

For more information, please visit http://www.chinaoumeirealestate.com.

Safe harbor statement

This news release may contain certain "forward-looking statements" relating to the business of Dragon Acquisition Corporation and its subsidiary companies. All statements, other than statements of historical fact included herein are "forward-looking statements" including statements regarding: the effect of the private placement financing on Dragon Acquisition's business and operations and the ability of the Company to specifically fulfill its obligations under the contracts; the general ability of the Company to achieve its commercial objectives including further expansion of its business beyond the Shandong province; the business strategy, plans, and objectives of the Company and its subsidiaries; and any other statements of non-historical information. These forward-looking statements are often identified by the use of forward-looking terminology such as "believes," "expects," or similar expressions, involve known and unknown risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks, and uncertainties, and these expectations may prove to be incorrect. Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this news release. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company's reports that are filed with the Securities and Exchange Commission and available on its website (http://www.sec.gov). All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors.

Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.

For more information, please contact:

Dragon Acquisition Corporation

Mr. Yu Fei (English and Chinese)
Investor Relations Officer and Assistant to the CFO
Tel: +86-532-8099-7992
Email: fei.yu@chinaoumeirealestate.com

Christensen

Mr. Yuanyuan Chen (English and Chinese)
Tel: +86-10-5971-2001 in Beijing
Mobile: +86-139-2337-7882 in Beijing
Email: ychen@christensenir.com

Mr. Tom Myers (English)
Mobile: +86-139-1141-3520 in Beijing
Email: tmyers@christensenir.com

Ms. Kathy Li (English and Chinese)
Tel: +1-480-614-3036
Email: kli@christensenir.com

SOURCE: Dragon Acquisition Corporation
www.chinaoumeirealestate.com

-30-

GRAPHIC 19 exhibit10-10x11x1.jpg begin 644 exhibit10-10x11x1.jpg M_]C_X``02D9)1@`!`0```0`!``#_VP!#`!`+#`X,"A`.#0X2$1`3&"@:&!86 M&#$C)1TH.C,]/#DS.#=`2%Q.0$17137!D>%QE9V/_ MVP!#`1$2$A@5&"\:&B]C0CA"8V-C8V-C8V-C8V-C8V-C8V-C8V-C8V-C8V-C M8V-C8V-C8V-C8V-C8V-C8V-C8V-C8V/_P``1"``B`!`#`2(``A$!`Q$!_\0` M'P```04!`0$!`0$```````````$"`P0%!@<("0H+_\0`M1```@$#`P($`P4% M!`0```%]`0(#``01!1(A,4$&$U%A!R)Q%#*!D:$((T*QP152T?`D,V)R@@D* M%A<8&1HE)B7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$! M`0$!`0````````$"`P0%!@<("0H+_\0`M1$``@$"!`0#!`<%!`0``0)W``$" M`Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H`#`,!``(1`Q$`/P#T"BBB@`HH )HH`****`/__9 ` end -----END PRIVACY-ENHANCED MESSAGE-----