8-K/A

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

FORM 8-K
(Amendment No.1)

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

Date of Report (Date of Earliest event Reported): January 31, 2012 (September 30, 2011)

GOLDENWAY, INC.
(Exact name of registrant as specified in its charter)

Nevada	333-154610	22-3968194
(State or other jurisdiction of	(Commission File Number)	(IRS Employer Identification No.)
incorporation or organization)

Suites 3701-4, 37/F
Tower 6, The Gateway, Habour City,
Tsim Sha Tsui, Kowloon,
Hong Kong
(Address of principal executive offices)

+852 3719-9399
(Registrant's telephone number, including area code)

N/A
(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))

EXPLANATORY NOTE

On October 6, 2011, Goldenway, Inc., formerly Cyber Informatix, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Filing”) with the Securities and Exchange Commission (the “Commission”) disclosing the consummation, on September 30, 2011, of a share exchange transaction with Goldenway Precious Metals Limited, a Hong Kong company ("Goldenway Precious Metals"), and its shareholders, pursuant to which the Company acquired 100% of the issued and outstanding capital stock of Goldenway Precious Metals, in exchange for 24,587,299 newly issued shares of our common stock, par value $0.001, which constituted 80.80% of our issued and outstanding capital stock on a fully-diluted basis as of and immediately after the consummation of the transactions contemplated by the share exchange agreement.

The Company is filing this Current Report on Form 8-K/A (the "Form 8-K/A") to amend the Original Filing, in response to comments the staff of the Commission (the "Staff"), in connection with its review of the Original Filing. Among other things, we provided additional disclosures regarding the Company’s business and operations.

Except as described above, no other changes have been made to the Original Filing and this Form 8-K/A does not modify or update any other information in the Original Filing. Information not affected by the changes described above is unchanged and reflects the disclosures made at the time of the Original Filing. Accordingly, this Form 8-K/A should be read in conjunction with the Company’s filings made with the Commission subsequent to the date of the Original Filing.

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

This report contains forward-looking statements. The forward-looking statements are contained principally in the sections entitled “Description of Business,” “Risk Factors,” and “Management's Discussion and Analysis of Financial Condition and Results of Operations.” These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to, the factors described in the section captioned “Risk Factors” below. In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “would” and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements include, among other things, statements relating to:

• our anticipated growth strategies and our ability to manage the expansion of our business operations effectively;

• our ability to maintain or increase our market share in the competitive markets in which we do business;

• our ability to keep up with rapidly changing technologies and evolving industry standards, including our ability to achieve technological advances;

• our dependence on the growth in demand for the end applications that are powered by our products;

• our ability to diversify our product offerings and capture new market opportunities;

• our ability to source our needs for skilled labor, economically;

• the loss of key members of our senior management; and

• Uncertainties with respect to the PRC legal and regulatory environment.

Also, forward-looking statements represent our estimates and assumptions only as of the date of this report. You should read this report and the documents that we reference and filed as exhibits to this report completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.

Use of Certain Defined Terms

Except where the context otherwise requires and for the purposes of this report only:

• the “Company,” “we,” “us,” and “our” refer to the combined business of Goldenway, Inc. (formerly, Cyber Informatix, Inc.), a Nevada corporation, and its wholly-owned subsidiary, Goldenway Precious Metals Limited, a Hong Kong company, or “Goldenway Precious Metals”;

• “BVI” refers to the British Virgin Islands;

• “CGSE” refers to “The Chinese Gold and Silver Exchange Society”;

• “Exchange Act” refers to the Securities Exchange Act of 1934, as amended;

• “Goldenway Investments” refers to Goldenway Investments Holdings Limited, the former sole shareholder of Goldenway Precious Metals and the Company’s new controlling stockholder;

• “Goldenway HK” refers to Goldenway Investments (HK) Limited, an entity owned and controlled by Goldenway Investments;

• “Hong Kong” refers to the Hong Kong Special Administrative Region of the People's Republic of China;

• “Renminbi” and “RMB” refer to the legal currency of China;

• “SEC” refers to the Securities and Exchange Commission;

• “Securities Act” refers to the Securities Act of 1933, as amended; and

• “U.S. dollars,” “dollars”, “USD” and “$” refer to the legal currency of the United States.

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On September 30, 2011, we entered into and closed a share exchange agreement, or the Share Exchange Agreement, with Goldenway Precious Metals, its sole shareholder, Goldenway Investments, and Mr. Terry G. Bowering, our controlling shareholder, pursuant to which we acquired 100% of the issued and outstanding capital stock of Goldenway Precious Metals in exchange for 24,587,299 newly issued shares of our common stock, par value $0.001, which constituted 80.80% of our issued and outstanding capital stock on a fully-diluted basis as of and immediately after the consummation of the transactions contemplated by the Share Exchange Agreement and after giving effect to the Securities Purchase Agreement described below.

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ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

On September 30, 2011, we completed the acquisition of Goldenway Precious Metals pursuant to the Share Exchange Agreement described in Item 1.01 above. The acquisition was accounted for as a recapitalization effected by a share exchange, wherein Goldenway Precious Metals is considered the acquirer for accounting and financial reporting purposes. The assets and liabilities of the acquired entity have been brought forward at their book value and no goodwill has been recognized.

FORM 10 DISCLOSURE

As disclosed elsewhere in this report, on September 30, 2011, we acquired Goldenway Precious Metals in a reverse acquisition transaction. Item 2.01(f) of Form 8-K states that if the registrant was a shell company, as we were immediately before the reverse acquisition transaction disclosed under Item 2.01, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10.

Accordingly, we are providing below the information that would be included in a Form 10 if we were to file a Form 10. Please note that the information provided below relates to the combined enterprises after the acquisition of Goldenway Precious Metals, except that information relating to periods prior to the date of the reverse acquisition only relate to Goldenway Precious Metals unless otherwise specifically indicated.

DESCRIPTION OF BUSINESS

Business Overview

Through our subsidiary, Goldenway Precious Metals, we are a recognized electronics trading member of the Chinese Gold and Silver Exchange Society, or the CGSE, in Hong Kong, and hold a Type AA License which authorizes us to engage in the electronic trading of Kilo Gold and Loco London Gold and Silver. We provide bullion trading services via our 24-hour electronic trading platform and telephone transaction system in Hong Kong. Our trading platform provides our customers with CGSE price quotations on gold and silver spot contracts, on a Loco London basis, as well as information updates on the gold and silver market, based on an evaluation of third-party market pricing sources such as M-Finance and Bloomberg. We also trade spot contracts of precious metals with other third-party providers of spot contract services in Hong Kong, and we purchase gold products from walk-in customers on a spot basis for conversion into bullion. See details regarding our services under the “Our Products, Services and Customers” heading in this report.

We face daily fluctuations in the price of gold and silver, foreign exchange rates, as well as interest rates. Although we have not done so since incorporation, through our Client Agreement with Goldenway HK, an entity owned and controlled by Goldenway Investments, our controlling stockholder, we may engage in the trade of futures contracts and other derivative instruments to hedge against these market risks. This is because Goldenway HK holds a Type 2 license which enables it to deal in futures contracts under Hong Kong’s Securities and Futures Ordinance, or SFO. Through this agreement we are also able to ensure our ability to cover any excess customer demand for gold and silver.

Our revenue from our online trading platform and the trade of spot contracts of precious metals is primarily derived from the difference between client’s bid and offer prices, once a transaction has been settled. Our revenue from our purchase of gold and silver products is earned on the resale of the resulting bullion or on the revaluation of precious metals on hand at higher prices. Our revenues increased from $2.8 million in fiscal year 2009, to $18.33 million in fiscal year 2010, representing an increase of approximately 554%, and our net income increased to $5.56 million in fiscal year 2010, as compared to $0.88 million in fiscal year 2009. Our online trading platform accounted for approximately 99% and 100% of our revenues in fiscal year 2010 and 2009, respectively, and revenue generated from gold and silver products for resale accounted for 1% and $nil of our revenues during the respective periods.

Our principal executive offices are located at Suites 3701-4, 37/F, Tower 6, The Gateway, Harbour City, Tsim Sha Tsui, Kowloon, Hong Kong. The telephone number at our principal executive office is +852 3719-9399. All our transactions and the technologies, including the servers that carry out these transactions, are all executed and located in Hong Kong.

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Our Corporate History and Background

We were organized under the laws of the State of Nevada on September 10, 2007, as a software design and e-commerce company. From September 10, 2007 (date of inception) through to the date of the share exchange transaction, discussed below, we were a development stage company, engaged in the business of distributing economically-priced downloadable application software via the Internet, but with minimal operations.

Acquisition of Goldenway Precious Metals

On September 30, 2011, we acquired Goldenway Precious Metals from its sole shareholder, Goldenway Investments, whereby we acquired 100% of the issued and outstanding capital stock of Goldenway Precious Metals, in exchange for 24,587,299 newly issued shares of our common stock, par value $0.001, which constituted 80.80% of our issued and outstanding capital stock on a fully-diluted basis as of and immediately after the consummation of transactions contemplated by the Share Exchange Agreement.  Mr. Hao Tang, our Chief Executive Officer, is deemed to be the beneficial owner of the shares held by Goldenway Investments because Mr. Tang is the sole trustee of SMP Trustees (NZ) Limited, the sole shareholder of Goldenway Investments.

Upon the closing of the acquisition on September 30, 2011, Mr. Terry G. Bowering, our sole director and officer, submitted a resignation letter pursuant to which he resigned from all offices that he held effective immediately, and from his position as our director that will become effective on the tenth day following our mailing of an Information Statement complying with the requirements of Section 14f-1 of the Exchange Act, or the Information Statement, to our stockholders, which will be mailed on or about September 30, 2011. On the same date, our board of directors increased its size from one to seven members and appointed Hao Tang, Jian Qin Huang, Ricky Wai Lam Lai, Tak Wah Tam, Chi Man Lo, Yousuf Rashed Al Marshoudi, and Sultan Mohamed R. Alshara to fill the vacancies created by such increase and Mr. Bowering’s resignation. Mr. Tang’s appointment became effective upon the closing of the acquisition on September 30, 2011, and the remaining appointments will become effective upon the tenth day following our mailing of the Information Statement to our stockholders. In addition, our board of directors appointed Mr. Tang to serve as our Chief Executive Officer, and Yue Yuen Chan to serve as our Chief Financial Officer effective immediately at the closing of the acquisition.

As a result of the acquisition, we have assumed the business and operations of Goldenway Precious Metals. Goldenway Precious Metals was established in April 2009 in Hong Kong to engage in the dealing and trading of precious metals and precious metals contracts. The company initially provided an electronic trading platform that offered one-stop online trading and technological support in China, but expanded its services to include the sale of gold and silver.

The acquisition of Goldenway Precious Metals was treated as a reverse acquisition, with Goldenway Precious Metals as the acquirer and Cyber Informatix, Inc. as the acquired party. Unless the context suggests otherwise, when we refer in this report to business and financial information for periods prior to the consummation of the reverse acquisition, we are referring to the business and financial information of Goldenway Precious Metals. For accounting purposes, the acquisition of Goldenway Precious Metals has been treated as a recapitalization with no adjustment to the historical book and tax basis of its assets and liabilities.

Our Corporate Structure

All of our business operations are conducted through our Hong Kong operating subsidiary, Goldenway Precious Metals. For ease of reference, below is a chart that presents our current corporate structure.

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Our Industry

In the past, investors have focused on increasing wealth through investment in stock, however, industry publications, such as those available at http://www.forbes.com/2010/06/22/investing-precious-metals-personal-finance-gold.html and at http://www.dailyfinance.com/2011/12/07/gold-stocks-are-precious-metals-still-a-safe-haven/, reflect that recent turmoil in global financial markets resulted in increased interest in the precious metals market, particularly the market for gold and silver, as a means of preserving or enhancing the value of their investments.

The Market for Gold

Investors generally buy gold as a hedge against economic, political, or social fiat currency crises (including investment market declines, burgeoning national debt, currency failure, inflation, war and social unrest). Gold has been used throughout history as money and has been a relative standard for currency equivalents specific to economic regions or countries. Many European countries implemented gold standards in the latter part of the 19th century until these were dismantled in various financial crises. The last currency to be divorced from gold was the Swiss Franc in 2000. Since 1919 the most common benchmark for the price of gold has been the London gold fixing, a twice-daily telephone meeting of representatives from five bullion-trading firms of the London bullion market. Furthermore, gold is traded continuously throughout the world based on the intra-day spot price, derived from over-the-counter gold-trading markets around the under the code "XAU". The five members of the London Gold Market Fixing Ltd. determine the price of gold twice each business day in London market. The fixing is intended to fix a price for settling contracts between members of the bullion market. On September 5, 2011, gold reached a new record high of $1,876.00 at the London Gold Fixing.

Like most commodities, the price of gold is driven by supply and demand, as well as by speculation. However, unlike most other commodities, saving and disposal plays a larger role in affecting its price than its consumption. Most of the gold ever mined still exists in accessible form, such as bullion and mass-produced jewelry, with little value over its fine weight, and may be reintroduced onto the gold market. At the end of 2006, it was estimated that all the gold ever mined totaled 158,000 tons. Given the huge quantity of gold stored above-ground compared to the annual production, industry publications available at http://www.tdcgold.com/html/eng/knowledge-story/knowledge-story-1-gold-investment.html and at http://www.articlesnatch.com/Article/Current-Global-Gold-Prices---How-The-Price-Of-Gold-Is-Fixed/881578, reflect that the price of gold is mainly affected by changes in sentiment, rather than changes in annual production. According to the World Gold Council, annual mine production of gold over the last few years has been close to 2,500 tons, approximately 2,000 of which goes into jewelry or industrial/dental production, and 500 tons of which goes to retail investors and exchange traded gold funds.

Many factors influence fluctuations in the price of gold, including the following factors:

Conduct of Central Banks – Central banks and the International Monetary Fund play an important role in the price of gold. At the end of 2004 central banks and official organizations held 19 percent of all above-ground gold as official gold reserves. The ten-year Washington Agreement on Gold (WAG), which dates from September 1999, limits gold sales by its members (Europe, United States, Japan, Australia, Bank for International Settlements and the International Monetary Fund) to less than 500 tons a year. In 2009, this agreement was extended for an additional five years, but with a smaller annual sales limit of 400 tons. Although central banks do not generally announce gold purchases in advance, some, such as Russia, have expressed interest in growing their gold reserves again as of late 2005. In early 2006, China, which only holds 1.3% of its reserves in gold, announced that it was looking for ways to improve the returns on its official reserves which has led to speculation that China might reposition more of its holdings into gold in line with other Central Banks. India has recently purchased over 200 tons of gold which has led to a surge in prices. Central banks may also affect the price of gold through interest rate policies. It is generally accepted that as interest rates rise, the general tendency is for the price of gold, which earns no interest, to fall, and as rates dip, for the gold price to rise. As a result, the price of gold can be closely correlated to central banks via the monetary policy decisions made by them related to interest rates.

Jewelry and Industrial Demand – Jewelry consistently accounts for over two-thirds of annual gold demand. India is the largest consumer in volume terms, accounting for 27% of demand in 2009, followed by China and the USA. Industrial, dentistry and medical uses account for around 12% of gold demand. Gold has high thermal and electrical conductivity properties, along with a high resistance to corrosion and bacterial colonization. Jewelry and industrial demand has fluctuated over the past few years due to the steady expansion in emerging markets of middle classes aspiring to Western lifestyles, offset by the financial crisis of 2007–2010.

Hedge Against Financial Stress – Gold, like all precious metals, may be used as a hedge against inflation, deflation or currency devaluation. As Joe Foster, portfolio manager of the New York-based Van Eck International Gold Fund, explained in September 2010: the currencies of all the major countries, including ours, are under severe pressure because of massive government deficits. The more money that is pumped into these economies –the printing of money basically – then the less valuable the currencies becomes. If the return on bonds, equities and real estate is not adequately compensating for risk and inflation then the demand for gold and other alternative investments such as commodities increases.

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The Market for Silver

Silver, like other precious metals, may be used as an investment. For more than four thousand years, silver has been regarded as a form of money and store of value. In 2009, the main demand resulted from industrial applications (40%), jewelry, bullion coins and exchange-traded products. Like most commodities, the price of silver is driven by speculation and supply and demand. Compared to gold, the silver price is notoriously volatile. This is because of lower market liquidity, and demand fluctuations between industrial and store of value uses. At times this can cause wide ranging valuations in the market, creating volatility.

According to industry publications available at http://www.buyinggoldandsilver.com/language/ru-ru/prices.aspx and at http://silver.pricestoday.net/, the price of silver often tracks the price of gold due to store of value demands, although the ratio can vary. The gold/silver ratio is often analyzed by traders, investors and buyers; the average gold/silver ratio during the 20th century has been 1:47, which means that 1 troy ounce of gold would buy 47 troy ounces of silver. The lower the ratio/number, the more expensive silver is compared to gold. Conversely the higher the ratio/number, the cheaper silver is compared to gold. From September 2005 onwards, the price of silver has risen fairly steeply, being initially around $7 per troy ounce but reaching $14 for the first time by late April 2006. The monthly average price of silver was $12.61 per troy ounce during April 2006, and the spot price was around $15.78 per troy ounce on November 6, 2007. As of March 2008, it hovered around $20 per troy ounce. However, the price of silver plummeted 58% in October 2008, along with other metals and commodities, due to the effects of the credit crunch. By April 2011, silver had rebounded to reach a 31-year high hitting $49.21 per ounce on April 29, 2011 due to economic concerns about inflation and uncertainty regarding bailouts in the Eurozone.

Many factors influence fluctuations in the price of silver, including the following factors:

• Actions of Large Traders – The silver market is much smaller in value than the gold market. The London silver bullion market turns over 18 times less money than gold. With physical demand estimated at only $15.2 billion per year, it is possible for a large trader or investor to influence the silver price either positively or negatively. For example, from 1973 the Hunt brothers began cornering the market in silver, helping to cause a spike in January 1980 of the London Silver Fix to $49.45 per troy ounce, silver futures to reach an intraday all-time high of $50.35 per troy ounce and a reduction of the gold/silver ratio down to 1:17.0 (gold also peaked in 1980, at $850 per troy ounce). In the last nine months of 1979, the brothers were estimated to be holding over 100 million troy ounces of silver and several large silver futures contracts. However, a combination of changed trading rules on the New York Mercantile Exchange (NYMEX) and the intervention of the Federal Reserve put an end to the game. By 1982 the London Silver Fix had collapsed by 90% to $4.90 per troy ounce.
   

• Industrial, Commercial and Consumer Demand – The traditional use of silver in photographic development has been decreasing since 2000, due to the growth of digital photography. However, silver is also used in electrical appliances (silver has the lowest resistivity of industrial metals), photovoltaics (one of the highest reflectors of light), RoHS compliant solder, clothing and medical uses (silver has antibacterial properties). Other new applications for silver include RFID tags, wood preservatives, water purification and food hygiene and new products are being introduced almost daily. Established companies are incorporating silver based products in current lines - clothing, refrigerators, mobile phones, computers, washing machines, vacuum cleaners, keyboards, countertops, furniture handles and more. The newest trend is the use of nano-silver particles to deliver silver ions. The expansion of the middle classes in emerging economies aspiring to Western lifestyles and products may also contribute to a long-term rise in industrial and jewelry usage.
   

• Hedge Against Financial Stress – Silver, like all precious metals, may be used as a hedge against inflation, deflation or currency devaluation. According to Joe Foster, portfolio manager of the New York- based Van Eck International Gold Fund, the currencies of all the major countries are under severe pressure because of massive government deficits. The more money that is pumped into these economies – the printing of money basically – then the less valuable the currencies become.

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Chinese Gold and Silver Trading Society

Under the current laws of Hong Kong, the trading of spot contracts on gold and silver is an unregulated industry. At present, there is no requirement to register and/or obtain licenses to trade spot contracts of gold and silver with any regulatory body. However, the Company has voluntarily registered with the Chinese Gold and Silver Exchange Society, or the CGSE, a registered self-regulatory society in Hong Kong which also acts as an exchange for gold and silver. The CGSE has the following mission:

To provide a trading place, facilities and related services to its members for gold, silver and precious metals transactions

• To establish and implement rules and regulations, and to normalize transactions;

• To supervise transaction processes, settlements and delivery arrangements;

• To design trading contracts and regulations, and monitor the fulfillment and completion of contracts;

• To establish and implement a risk management system to control risk in the market;

• To establish settlement prices, and announce and disseminate market information; and

• To supervise and examine all transactions, and to execute punishment if the act of any members violates CGSE rules and regulations.

The CGSE’s Executive and Supervisory Committees are the highest decision-making authority and are responsible for implementing CGSE policies, effecting development plans and monitoring their effectiveness. All CGSE members must conduct themselves in accordance with a code of conduct which is regulated by CGSE. The CGSE’s constitution limits CGSE membership to 192 members, all of whom must have a minimum required working capital, defined as cash plus precious metals, of approximately $193,000 and minimum required assets of $643,000. The CGSE requires its members to submit a quarterly liquidity capital report, in order to ensure that the bank balances exceed or equal the balance of client deposits. We were in compliance with these requirements as at June 30, 2011, December 31, 2010 and 2009. As of June 30, 2011, we had $4,260,149 in cash and $1,200,979 in gold and silver, $7,975,652 and $783,490, respectively, as at December 31, 2010, and $1,355,731 and $nil, respectively, as at December 31, 2009. As at June 30, 2011, December 31, 2010 and December 31, 2009, we had $23,760,047, $27,474,919 and $6,802,608, respectively, in total assets.

Applicants to the CGSE must apply for and/or purchase membership and licensing from the CGSE or from existing members, and CGSE has the power to suspend and/or revoke membership for breach of its rules and regulations. There are 5 categories of CGSE operation status (AA, A1, A2, B and C) that permit the member to deal with various CGSE gold and silver products. We currently hold the following CGSE licenses:

	Issuing
Licenses	Authority	Effective Date	Expiration/Term
London Gold and Silver Trading License	CGSE	June 3, 2009	N/A
(AA)
Physical Precious Metals Metal Trading	CGSE	February 5, 2010	N/A
License (AA)

The CGSE has two trading methods: the open outcry method, and since March 2008, electronic trading. The open outcry method is used in most major futures markets and describes the conduct of floor traders who call out bid and ask prices in Cantonese in the trading hall and supplement such calls with hand signals. When a transaction is complete, the seller must complete a trading note within 15 minutes and hand it to the buyer for confirmation. Thereafter, the trading note is submitted to the CGSE Settlement Department and the transaction is registered. "99 Tael Gold Contracts" and "Kilo Gold Contracts" are traded with the open outcry method.

The following contracts for 100oz / 10oz Loco London Gold, 5000oz / 500oz Loco London Silver and Kilo Gold RMB are traded with the electronic trading system:

100 Ounces Loco London Gold Contract
Fineness:	995 or up
Basic Trading Unit:	100ounces
Price unit:	US/Ounces
Minimum Price	USD0.01/ounces
Fluctuation:
10 Ounces Loco London Gold Contract
Fineness:	995 or up
Basic Trading Unit:	10ounces
Price unit:	US/Ounces
Minimum Price	USD0.01/ounces
Fluctuation:
5000 Ounces Loco London Silver Contract
Fineness:	9999 or up
Basic Trading Unit:	5000 ounces
Price unit:	US/Ounces
Minimum Price	USD0.0001 per ounce
Fluctuation:
500 Ounces Loco London Silver Contract
Fineness:	9999 or up
Basic Trading Unit:	500 ounces

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Price unit:	US/Ounces
Minimum Price	USD0.0001 per ounce
Fluctuation:
Kilo Gold RMB Contract
Fineness:	9999 or up
Basic Trading Unit:	1 KG or 1000 Gram
Price unit:	RMB/Gram
Minimum Price	RMB0.01 per gram
Fluctuation:

Trading hours for the CGSE electronic trading platform begin at 8:00 a.m. and end at 3:30 a.m. on the following day, Hong Kong time, and electronic trading lasts 19.5 hours. The CGSE also assigns a unique “Contract Transaction Code” to every contract traded on its electronic-trading platform. The assigned Contract Transaction Code protects customer interests and provides transaction transparency by allowing customers to review their transaction details on the CGSE‘s website.

Industry Terminology

Throughout this report, we may use the following gold and silver industry terminology:

• “Interest Determination” is one of Hong Kong Gold Market's characteristics. The determination of interest is done once a day at 11:00 a.m. during weekdays and at 10:30a.m. on Saturday. Positive interest arises when the demand for physical gold exceeds the supply. Buyers who cannot get hold of gold are awarded interest paid by sellers who cannot deliver gold. Negative interest arises when the supply of physical gold exceeds the demand for it. As a result, sellers who do not get sale proceeds are awarded interest paid by buyers who do not have sufficient cash to pay sellers. Even interest arises when supply and demand for physical gold or cash are in equilibrium - that is neither party has to pay the interest. Interest is quoted in Hong Kong dollars per ten taels.
   

• “Loco London Basis” refers to the method of trading used by the Loco London Gold Market in Hong Kong, which is modeled on the London Gold Spot Market. Dealers usually quote their own books, and deal with the investors as principal. Loco London Gold is traded and quoted against US dollars and the minimum size for one contract is 100 ounces.
   

• “Loco London Spot Price” refers to the basis for virtually all transactions in gold and silver in London. It is a quotation made by dealers based on US dollars per fine troy ounce for gold and US dollars per troy ounce for silver. Settlement and delivery for both metals is in two full business days in London after the day of the deal. From this basis price, dealers can offer material of varying fineness, bar size or form - for example, grain - at premiums to cover the costs of producing smaller, exact weight bars, or bars of a fineness above the 995 fine minimum.
   

• “London Fix” or the “Fixing” refers to the two daily bidding sessions in London of five major gold firms who are members of the London Gold Market Fixing Ltd., at which the price of gold is "fixed" or set.
   

• “Troy Ounce” refers to the trading unit for gold and silver. Gold is traded in per fine troy ounce and silver is traded in per troy ounce. In the case of gold, the unit represents pure gold irrespective of the purity of a particular bar, whereas for silver it represents one ounce of material of which a minimum of 999 parts in every 1,000 will be silver. One troy ounce is equal to 1.10 ounces.

Our Growth Strategy

We believe that the precious metals market creates a significant growth opportunity on which we intend to capitalize by utilizing the following strategies:

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• Improved Research and Development. We believe that in order to compete effectively in our product market, we must constantly improve the quality of our trading platform and service and deliver new services through expanded research and development efforts. We have established a strong team of over ten IT employees to maintain and develop our trading platform. Pursuant to our software development contract discussed elsewhere in this report, our affiliated IT services provider, Shenzhen Gateway Technology Limited, or Gateway, provides us with additional research and development support as necessary.
   

• Brand Recognition. We also plan on developing our brand recognition. In addition to providing high quality products and effective 24-hour access to the bullion market through our electronic trading platform, we believe that in order to promote our brand recognition, strengthen the management of our distribution network and improve our sales revenue and market share, we will also need to continue expanding our sales channels and engage in more sophisticated marketing. With adequate funding, we plan to acquire a number of local and overseas foreign exchange providers as well as precious metals and commodities brokers that can compliment our strengths in services, integration, and implementation. We expect that this strategy will result in expanding our services to a wider client base.

Our Products, Services and Customers

Through our subsidiary, Goldenway Precious Metals, we are a recognized electronics trading member of the Chinese Gold and Silver Exchange Society, or the CGSE, in Hong Kong, and hold a Type AA License which authorizes us to engage in the electronic trading of Kilo Gold and Loco London Gold and Silver. We provide bullion trading services via our 24-hour electronic trading platform and telephone transaction system in Hong Kong. Our trading platform provides our customers with price quotations on gold and silver spot contracts, on a Loco London basis, as well as information updates on the gold and silver market. We also trade spot contracts of precious metals with other third-party providers of spot contract services in Hong Kong, and we purchase gold products from walk-in customers on a spot basis for conversion into bullion. 

Our Electronic Trading Services

Customers use our electronic trading platform to place their purchase and sale of spot contracts on gold and silver online. This user interface is inter-connected with a number of proxy servers and a price server which retains all pricing data feed and formulate from a spectrum of third party market pricing sources (such as M-Finance and Bloomberg). Our customer instructions with respect to their contracts then route through the proxy servers and execute through our trading servers, and all trading instructions are archived in our trading database.  Our electronic trading platform offers a speedy, 24-hour trading channel, allowing customers to acquire and/or dispose their precious metals anytime anywhere. Our electronic trading platform was developed in partnership with, and is operated and maintained by Gateway, our affiliate and developer of the platform.

The following steps detail a typical customer transaction, from the initiation of the transaction through settlement:

Steps	Description
1.	Customer enters contract to open trading accounts through our electronic trading platform and provides background information.
2.	Customer deposits either directly to our designated bank accounts or indirectly through transfer agents to respective trading accounts with the us. Customers are required to have sufficient funds in their accounts in order to initiate a contract and must maintain the minimum margin requirement on their open positions at all times. Since the market price of spot contracts on precious metals fluctuates, there are instances where a customer’s deposits on opened contracts would fall below 20% of their margin requirement, and in such cases our electronic trading platform would instantly foreclose such contracts.
3.	Customer opens bid or ask contracts at the prevailing price through our electronic trading platform and such information is recorded. Within 30 minutes of a transaction, our trading platform automatically obtains a Contract Transaction Code from the CGSE and then sends such code to the customer via mobile phone (SMS).
4.	At a prevailing price, a customer may submit a withdrawal request in order to liquidate its bid or ask contracts through our online trading platform. Our agreements with customers provide for the physical delivery of precious metals, however there have been no instances of physical delivery since our incorporation. Instead, customers so far have opted for liquidating their spot contracts with gain or loss derived from the difference of the contract price and the market price.
5.	Based on withdrawal requests, our Settlement Department checks such customer’s trading history as well as historical deposit amounts and then processes payments.

Unlike other traditional precious metals providers, our electronic platform offers other services including real-time spot price quotations as well as updates on global market information. In December 2011 we released our English language trading platform, as well as a smart phone trading system. We believe that these additional ways of accessing our services will retain existing customers as well as attract new customers with diverse needs. Our agreements with customers provide for the physical delivery of precious metals, however there have been no instances of physical delivery since our incorporation. Instead, customers so far have opted for liquidating their spot contracts with gain or loss derived from the difference of the contract price and the market price.  The table below describes some of our average customer purchases of gold and silver spot contracts on a Loco London basis:

Product	Loco London Gold*	Loco London Silver*
Contract Size (one lot)	100 ounces	5000 ounces
Minimum price fluctuation	US$0.01	US$0.01
Minimum and maximum trading volume for each order	Minimum: 0.05 lot	Minimum: 0.05 lot
	Maximum: 100 lots	Maximum: 100 lots
Spread Under normal market conditions)	US$0.5	US$0.04

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*A “London Good Delivery” gold bar, which is the market standard, must have a minimum fineness of 995.0 and a gold content of between 350 and 430 fine ounces with the bar weight expressed in multiples of 0.025 of an ounce - the smallest weight used in the market. Gold bars are generally close to 400 ounces or 12.5 kilograms. A London Good Delivery silver bar must have a minimum fineness of 999 and a recommended weight between 750 and 1,100 ounces, although bars between 500 and 1,250 ounces will be accepted. Silver bars generally weigh around 1,000 ounces.
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We use our best efforts to ensure that all transactions are open and fair to all of our customers and all our transaction prices are recognized and verified by the CGSE, within 30 minutes of executing such transaction. Our revenue from our online trading platform and the trade of spot contracts of precious metals is primarily derived from the difference between client’s bid and offer prices, once a transaction has been settled. Our online trading platform accounted for approximately 99% and 100% of our revenues in fiscal year 2010 and 2009, respectively.

Purchase of Gold and Silver

We also purchase gold products from walk-in customers on a spot basis for conversion into bullion. We purchase such products through our Gold Shop located in Room 501, 29 Austin Road, Jordan, Kowloon, Hong Kong. Our customers may come at any time during business hours to sell gold jewelry, such as necklaces, bracelets and rings, at the prevailing spot market price. The price offered in such instances is determined by our Gold Shop employees after examination of the weight and purity of such gold products with our state-of-art x-ray light-mapping gold testing machine. We generally collect and melt such purchased gold products in-house and then deliver the byproduct to a reliable refiner for refinement into 5 tael gold bars for future sale at a profit. Our customers can purchase the resulting gold bars from us at then prevailing spot market prices.

Our revenue from our purchase of gold and silver products is earned on the resale of the resulting bullion or on the revaluation of precious metals on hand at higher prices.  Revenue generated from gold and silver products for resale accounted for 1% and $nil of our revenues in fiscal year 2010 and 2009, respectively.

Sales and Marketing

In today’s competitive environment, companies must strategically position themselves to increase revenue using a variety of media. As the internet becomes a primary information medium, our website is our main sales and marketing tool. In addition to our expertise in technology, we have employed a team of seasoned marketing staff to create update and maintain our website, which is readily available to access from major search engines. Our marketing team also designs online promotions that are intended to increase the volume of trade and frequency of visits by our targeted groups of customers.

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We also have engaged agents to promote our product and services. In addition, we have established a system that enables our agents in jurisdictions outside of Hong Kong to purchase and sell precious metals using our electric trading platform where permitted in such jurisdictions.

We also regularly conduct seminars in various cities such as Hong Kong, Shenzhen and Guangzhou to meet customers directly. Mr. Simon Yam, a well known and respected Chinese movie star, acts as our spokesperson and we have featured Mr. Yam in our advertisements in various publications in Hong Kong and China.

Every customer is important to us and we respect their comments regarding our products and services. We have established a forum on our website, which serves as a platform for customers to communicate with us. Our forum administrator(s) gathers the customer comments and suggestions for our consideration when preparing our yearly plan. We also launch periodic promotion campaigns to reward customer loyalty, such as lucky draws and token redemption promotions. We also have VIP accounts to honor customers who meet certain levels of trade volume and frequency.

We now have two investment centers opened in Hong Kong, where our current and potential customers may access our online customer service or meet our customer service representatives and other professional staff to discuss issues and answer questions.

Competition

The retail market for gold and silver is fragmented and highly competitive. Our competitors in the retail market can be grouped into several broad categories based on size, business model, product offerings, target customers and geographic scope of operations. These include international retail precious metals brokers, international multi-product trading firms, other online trading firms and international banks and other financial institutions with significant precious metals operations. We expect competition to continue to remain competitive and strong for the foreseeable future.

Our Competitive Strengths

We attribute our success to date and potential for future growth to a combination of strengths, including the following:

• Self-Developed Technology Meets Evolving Customer Needs. We view ourselves primarily as an e-commerce platform provider. We believe that our technological capabilities and our continuous investment in technology provide us with a significant advantage over our competition by enabling us to provide a 24-hour platform for our customers to acquire and/or dispose of precious metals and precious metals contracts. We continuously carry out research and gather data on customer behavior and trends so that we may continuously develop our technology to meet evolving customer demands.
   

• Experienced Management Team. Our key employees have significant experience and expertise in the application of technology and automation systems and, as significant equity owners of our Company, are heavily committed to our success. Our senior management team, in particular, has substantial experience of operating electronic trading platform an average of 10 years’ experience in the gold and silver industry between them.
   

• Low Cost Structure Through Automation. Our focus on automation and expense management practices enables us to operate with a low cost structure.
   

• Provide Excellent Customer Service. We view ourselves not only as a product provider but also as a service provider. We have a 24-hour online customer service to respond to customer queries and our technical response team is on standby 24 hours a day, 7 days a week to provide technology assistance to customers.

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Research and Development

We have ten employees devoted to the research and development function of our company. Costs of research and development constitute a major part of our recurrent expenses. Our research development team has developed a live version of our electronic trading platform for use on iPhone and iPad devices. A beta-test version of this application is available through the iTunes store.

Intellectual Property

We believe our intellectual property is important to our success and in June 2011, we registered our trademark with the Intellectual Property Department of Hong Kong for marketing and brand recognition. 

Our electronic trading platform was developed for our exclusive use by Shenzhen Gateway Technology Limited, or Gateway, a PRC-based IT services provider in which our Chief Executive Officer, Mr. Tang, holds a 29% equity interest.  Pursuant to a software development contract, dated March 26, 2010, between us and Gateway, the intellectual property rights to the trading platform are owned jointly by both parties, but Gateway cannot use or share the technology without our written authorization.  If Gateway violates this provision, Gateway will be subject to a fine of HK$200,000 (approximately $25,786).  Under the terms of the agreement, Gateway assists us in the ongoing operation, maintenance and development of the platform in exchange for annual service fee of HK$6,000,000 (approximately, $773,584). 

We do not have any other formal intellectual property protections in place for proprietary electronic trading system, but, we rely on Hong Kong intellectual property laws and contractual restrictions to protect our trademark or proprietary technology.

Employees

As of June 30, 2011, we employed a total of 22 full time employees and 18 part time employees. The following table sets forth the number of our full time and part time employees by function. Our part time employees are also employed by Goldenway Investments, and we are in the process of transferring some of them to be our full time employees.

Function	Number of
	Employees
Senior Management	3
Operations	15
Sales and Marketing	4
Finance	3
Technology, Research and Development	10
Human Resource & Administration	5
Total	40

Regulations

Because our primary operating subsidiary is located in Hong Kong, we are regulated by Hong Kong laws, including those outlined in more detail below. We believe that we are in material compliance with all registrations and requirements for the issuance and maintenance of all licenses required by the governing bodies, and that all license fees and filings are current.

Permits and Certificates

Our industry, the acquisition and disposition of gold and silver on spot contracts, is currently unregulated in Hong Kong where we operate and execute our transactions. Dealing in futures contracts of commodities, including gold and silver, on the other hand, is a regulated activity governed by the Hong Kong Securities and Futures Commission, or the SFC, and requires a license for the Trading of Gold and Silver Futures Contracts and Options, referred to as Type 2 licensing. Through our relationship with our affiliate, Goldenway HK, a licensed corporation holding the requisite license, we are able to trade gold and silver futures contracts for position risk management. Any and all transactions of futures contracts and/or options are executed by Goldenway HK on our instructions.

We are also a member of the Chinese Gold & Silver Exchange Society (CGSE), a self-regulated body with established industry standards. The CGSE operates in Hong Kong as a registered society and operates as an exchange for gold and silver. The CGSE’s Executive and Supervisory Committees are the highest decision-making authority and are responsible for implementing CGSE policies, effecting development plans and monitoring their effectiveness. The CGSE’s constitution limits CGSE membership to 192 members, all of whom must have a minimum required working capital, defined as cash plus precious metals, of approximately $193,000 and minimum required assets of $643,000. The CGSE requires its members to submit a quarterly liquidity capital report, in order to ensure that the bank balances exceed or equal the balance of client deposits, as well as comply with the code of conduct which is regulated by CGSE. We were in compliance with these requirements as at June 30, 2011, December 31, 2010 and 2009. As of June 30, 2011, the Company had $4,260,149 in cash and $1,200,979 in gold and silver, $7,975,652 and $783,490, respectively, as at December 31, 2010, and $1,355,731 and $nil, respectively, as at December 31, 2009. As at June 30, 2011, December 31, 2010 and December 31, 2009, the Company had $23,760,047, $27,474,919 and $6,802,608, respectively, in total assets.

Applicants must apply for and/or purchase membership and licensing from the CGSE or from existing members, and CGSE has the power to suspend and/or revoke membership for breach of its rules and regulations. There are 5 categories of CGSE operation status (AA, A1, A2, B and C) that permit the member to deal with various CGSE gold and silver products. We hold the following CGSE licenses and certifications:

	Issuing
Licenses	Authority	Effective Date	Expiration/Term
London Gold and Silver Trading License (AA)	CGSE	June 3, 2009	N/A
Physical Precious Metals Metal Trading License  (AA)	CGSE	February 5, 2010	N/A

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Regulation of Online Services

Our revenues are generated through the ability of our customers to access our electronic trading platform through the internet and our website. Our government or regulatory agencies may block or suspend our internet transmission capabilities if we are deemed to be in violation of the following content regulations for online services:

• Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) – We are subject to the laws, rules and regulations regarding trading. The Securities and Futures Commission is responsible for: maintaining and promoting the fairness, efficiency, competitiveness, transparency and orderliness of the securities and futures industry. The Commission may suppress illegal, dishonorable and improper practices in the securities and futures industry; to take appropriate steps in relation to the securities and futures industry. Regardless of the communication or delivery medium used, the Commission will continue to apply the general anti-fraud and anti-manipulation provisions of the relevant Ordinances in its enforcement actions. If any person responsible for activities over the Internet is found to have acted in contravention of the provisions of the Ordinances or appears to have been involved in any misconduct whether in Hong Kong or elsewhere, the Commission may exercise its regulatory powers (including prosecution or taking other disciplinary actions as may be required); and when necessary, the Commission may consider other regulatory means available to it including seeking cooperation from foreign regulators and law enforcement agencies to take joint enforcement action, if necessary. We are prohibited from carrying on any regulated activity, as defined under the Securities and Futures Ordinance, such as dealing in securities and/or futures contracts, unless we have been granted the appropriate license(s) from the Commission.

• Personal Data (Privacy) Ordinance (Cap. 486 of the Laws of Hong Kong) – We are subject to data privacy laws, rules and regulations that regulate the use of customer data. In Hong Kong we are governed by the Personal Data (Privacy) Ordinance and as a data user we are prohibited from doing or engaging in any practice that contravenes the data protection principles set out therein.

• Telecommunications Ordinance (Cap. 106 of the Laws of Hong Kong), Crimes Ordinance (Cap. 200 of the Laws of Hong Kong) and Theft Ordinance (Cap. 210 of the Laws of Hong Kong) – Provisions under the Telecommunications Ordinance, Crimes Ordinance and Theft Ordinance make it an offense for unauthorized access to computer by telecommunication, to access a computer with criminal or dishonest intent, and extend the meaning of criminal damage to include misuse of computer programs or data, and burglary to include unlawfully causing a computer to function other than as it has been established and altering, erasing or adding any computer program or data. In this respect, any of the abovementioned computer related crimes committed by any staff, employees or agents, will subject us to possible criminal charges and/or investigations.

These rules and regulations are administered by the three branches of Hong Kong’s Commerce and Economic Development Bureau: (i) the Commerce, Industry and Tourism Branch (responsible for policy matters on Hong Kong's external commercial relations, inward investment promotion, intellectual property protection, industry and business support, tourism, consumer protection and competition), (ii) the Communications and Technology Branch (responsible for policy matters on broadcasting, film-related issues, overall view of creative (including film) industry, development of telecommunications, innovation and technology, and control of obscene and indecent articles); and (iii) the Office of the Government Chief Information Officer (responsible for policy, strategy and execution of information technology programs and initiatives).

If any of these government agencies acts to block or limit access to our website or adopt policies restricting our customers from providing us with accurate and up-to-date information, the value of our electronic trading platform could be negatively impacted, which would adversely affect our ability to offer compelling hiring and marketing solutions and subscriptions to our customers, enterprises, and professional organizations.

RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below, together with all of the other information included in this report, before making an investment decision. If any of the following risks actually occurs, our business, financial condition or results of operations could suffer. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment. You should read the section entitled “Special Note Regarding Forward-Looking Statements” above for a discussion of what types of statements are forward-looking statements, as well as the significance of such statements in the context of this report.

RISKS RELATED TO OUR BUSINESS

Enterprises or Professional Organizations, Including Governmental Agencies, May Restrict Access to Our Website, Which Could Lead to the Loss or Slowing of Growth in Our Customer Base or the Level of Customer Engagement.

Our revenues are generated through the ability of our customers to access our electronic trading platform through the Internet and our website. Enterprises or professional organizations, including governmental agencies, could block access to our website or the Internet generally for a number of reasons such as security or confidentiality concerns or regulatory reasons, or any government of any jurisdiction in which we are considered to be carrying on business in may block or suspend our internet transmission capabilities. If these entities block or limit access to our website or adopt policies restricting our customers from providing us with accurate and up-to-date information, the value of our electronic trading platform could be negatively impacted, which would adversely affect our ability to offer compelling hiring and marketing solutions and subscriptions to our customers, enterprises, and professional organizations.

Our Revenue is Influenced by Trading Volume and Volatility, Which Are Directly Impacted by Domestic and International Market and Economic Conditions That Are Beyond Our Control.

During the past few years, there has been significant disruption and volatility in the global financial markets. Many countries, including the United States, have recently experienced recessionary conditions. Our revenue is influenced by the general level of trading activity in the gold and silver market. Our revenue and operating results may vary significantly from period to period primarily due to movements and trends in the world’s currency markets and to fluctuations in trading levels. We have generally experienced greater trading volume in periods of volatile markets. In the event we experience lower levels of currency volatility, our revenue and profitability will likely be negatively affected. Like other financial services firms, our business and profitability are directly affected by elements that are beyond our control, such as economic and political conditions, broad trends in business and finance, changes in the volume of transactions, changes in supply and demand for currencies, movements in currency exchange rates, changes in the financial strength of market participants, legislative and regulatory changes, changes in the markets in which such transactions occur, changes in how such transactions are processed and disruptions due to terrorism, war or extreme weather events. Any one or more of these factors, or other factors, may adversely affect our business and results of operations and cash flows. As a result, period-to-period comparisons of our operating results may not be meaningful and our future operating results may be subject to significant fluctuations or declines.

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Reduced Spreads in Precious Metals, Levels of Trading Activity and Trading Through Alternative Trading Systems Could Reduce Our Revenues.

The evolution of technology and development of faster execution programs reduce profitability on transactions. Reduced revenues and increased competition could make the execution of trades and less profitable. In addition, new and enhanced alternative trading systems have emerged as an option for individual and institutional investors to carry out proprietary trades, which could result in reduced revenue.

A substantial portion of our revenue and operating profits is derived from our role as a service provider. In our role as a service provider, we attempt to derive a profit from the difference between the prices at which we buy and sell, or sell and buy, Loco London Gold and Silver contracts. Since these activities involve the purchase or sale of Loco London Gold and Silver contracts, we may incur trading losses for a variety of reasons, including:

• price changes in precious metals;
   

• lack of liquidity in precious metals in which we have positions; and
   

• Inaccuracies in our proprietary pricing mechanism, or rate engine, which evaluates, monitors and assimilates market data and reevaluates our outstanding currency quotes, and is designed to publish prices reflective of prevailing market conditions throughout the trading day.

These risks may affect the prices at which we are able to sell or buy Loco London Gold and Silver contracts, or may limit or restrict our ability to either resell precious metals that we have purchased or repurchased precious metals that we have sold.

Our Risk-Management Policies and Procedures May Not Be Effective and May Leave Us Exposed to Unidentified or Unexpected Risks.

We are dependent on our risk-management policies internal controls, control systems and compliance manuals set in place and the adherence to such policies, systems, and manuals by our trading staff. Our policies, procedures and practices used to identify, monitor and control a variety of risks, including risks related to human error, customer defaults, market movements, fraud and money-laundering, are established and reviewed by the risk committee of our board of directors. Under certain circumstances we may elect to adjust our risk-management policies to allow for an increase in risk tolerance, which could expose us to the risk of greater losses. To deal with and to manage our risks, our approach is discretionary by nature and are considered on a case by case basis and developed internally. We observe historical market behavior and also involve reliance on standard industry practices. These methods may not adequately prevent losses, particularly as they relate to extreme market movements, which may be significantly greater than historical fluctuations in the market. Our risk-management methods also may not adequately prevent losses due to technical errors if our testing and quality control practices are not effective in preventing software or hardware failures. We rely on a combination of technical and human controls and supervision that are subject to error and failure. These methods may not protect us against all risks or may protect us less than anticipated, in which case our business, financial condition and results of operations and cash flows may be materially adversely affected.

We Depend on Our tailor-made Technology. Any Disruption or Corruption of Our tailor-made Technology or Our Inability to Maintain Technological Superiority in Our Industry Could Have a Material Adverse Effect on Our Business, Financial Condition and Results of Operations and Cash Flows. We May Experience Failures While Developing Our Self-developed Technology.

We rely on our technology, particularly the electronic trading platform, to accurately and timely receive process internal and external data. Any disruption for any reason in the proper functioning of the electronic trading platform, or any corruption of our software may cause error trades or require us to suspend our services and could have a material adverse effect on our business, financial condition and results of operations and cash flows. In order to remain competitive, our proprietary technology is under continuous development and redesign. As we develop and redesign our proprietary technology, there is an ongoing risk that failures may occur and result in service interruptions or other negative consequences such as slower quote aggregation, slower trade execution, erroneous trades, or mistaken risk-management information.

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We believe our technology has provided us with a competitive advantage relative to many of our competitors. If our competitors develop more advanced technologies, we may be required to devote substantial resources to the development of more advanced technology to remain competitive. The gold and silver market is characterized by rapidly changing technology, evolving industry standards and changing trading systems, practices and techniques. We may not be able to keep up with these rapid changes in the future, develop new technology, realize a return on amounts invested in developing new technologies or remain competitive in the future.

Systems Failures Could Cause Interruptions in Our Services or Decreases in the Responsiveness of Our Services Which Could Harm Our Business.

If our systems fail to perform, we could experience disruptions in operations, slower response times or decreased customer satisfaction. Our ability to facilitate transactions successfully and provide high quality customer service depends on the efficient and uninterrupted operation of our computer and communications hardware and software systems. These systems have in the past experienced periodic interruptions and disruptions in operations, which we believe will continue to occur from time to time. Our systems also are vulnerable to damage or interruption from human error, natural disasters, power loss, telecommunication failures, break-ins, sabotage, computer viruses, intentional acts of vandalism and similar events. We do not have fully redundant capabilities. Any systems failure that causes an interruption in our services or decreases the responsiveness of our services could impair our reputation, damage our brand name and materially adversely affect our business, financial condition and results of operations and cash flows.

Our Cost Structure Is Largely Fixed. If Our Revenues Decline and We Are Unable to Reduce Our Costs, Our Profitability Will Be Adversely Affected.

Our cost structure is largely fixed. We base our cost structure on historical and expected levels of demand for our services, as well as our fixed operating infrastructure, such as computer hardware and software, hosting facilities and security and staffing levels. If demand for our services declines and, as a result, our revenues decline, we may not be able to adjust our cost structure on a timely basis and our profitability may be materially adversely affected.

Attrition of Customer Accounts and Failure to Attract New Accounts Could Have a Material Adverse Effect on Our Business, Financial Condition and Results of Operations and Cash Flows. Even if We Do Attract New Customers, We May Fail to Attract the Customers in a Cost-Effective Manner, Which Could Materially Adversely Affect Our Profitability and Growth.

Our customer base is primarily comprised of individual customers who generally trade in gold and silver. Although we offer products and tailored services designed to educate, support and retain our customers, our efforts to attract new customers or reduce the attrition rate of our existing customers may not be successful. If we are unable to maintain or increase our customer retention rates or generate a substantial number of new customers in a cost-effective manner, our business, financial condition and results of operations and cash flows would likely be adversely affected. For the year ended December 31, 2010, we incurred selling and marketing expenses of approximately $1.2 million. Although we have spent significant financial resources on selling and marketing expenses and related expenses and plan to continue to do so, these efforts may not be cost-effective at attracting new customers. In particular, we believe that rates for desirable advertising and marketing placements, including online, search engine, print and television advertising, are likely to increase in the foreseeable future, and we may be disadvantaged relative to our larger competitors in our ability to expand or maintain our advertising and marketing commitments.

The Loss of Our Key Employees Would Materially Adversely Affect Our Business, Including Our Ability to Grow Our Business.

Our key employee, including Hao Tang, our chief executive officer, has significant experience in the electronic trading platform industry and has made significant contributions to our business. Our continued success is dependent upon the retention of these and other key executive officers and employees, as well as the services provided by our trading staff, technology and programming specialists and a number of other key managerial, marketing, planning, financial, technical and operations personnel. The loss of such key personnel could have a material adverse effect on our business. In addition, our ability to grow our business is dependent, to a large degree, on our ability to retain such employees.

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Any Future Acquisitions May Result in Significant Transaction Expenses, Integration and Consolidation Risks and Risks Associated With Entering New Markets, and We May Be Unable to Profitably Operate Our Consolidated Company.

Although our growth strategy has not focused historically on acquisitions, we may in the future selectively pursue acquisitions and new businesses. Any future acquisitions may result in significant transaction expenses and present new risks associated with entering additional markets or offering new products and integrating the acquired companies. Because acquisitions historically have not been a core part of our growth strategy, we do not have significant experience in successfully completing acquisitions. We may not have sufficient management, financial and other resources to integrate companies we acquire or to successfully operate new businesses and we may be unable to profitably operate our expanded company. Additionally, any new businesses that we may acquire, once integrated with our existing operations, may not produce expected or intended results.

Our Hong Kong operating subsidiary, Goldenway Precious Metals, offers and sells spot gold and silver contracts in Hong Kong. Pursuant to a client agreement with our affiliate, Goldenway HK, which is SFC licensed to engage in Type 1 and Type 2 regulated activities, Goldenway HK carries out on behalf of Goldenway Precious Metals transactions dealing with options, futures contracts and exchange traded products in Hong Kong. Spot contracts in gold and silver are not and may not be offered in the U.S. by us, including by our non-U.S. subsidiary, and are not eligible for resale to U.S. residents. They are not currently registered with the U.S. Securities and Exchange Commission or any other U.S. regulators.

We May Be Unable to Respond to Customers’ Demands for New Services and Products and Our Business, Financial Condition and Results of Operations and Cash Flows May Be Materially Adversely Affected.

Our customers may demand new services provided by our online trading platform. If we fail to identify these demands from customers or update our services accordingly, and new services and products provided by our competitors may render our existing services and products less competitive. Our future success will depend, in part, on our ability to respond to customers’ demands for new services and products on a timely and cost-effective basis and to adapt to address the increasingly sophisticated requirements and varied needs of our customers and prospective customers. We may not be successful in developing, introducing or marketing new services and products. In addition, our new service and product enhancements may not achieve market acceptance. Any failure on our part to anticipate or respond adequately to customer requirements, or any significant delays in the development, introduction or availability of new services, products or service or product enhancements could have a material adverse effect on our business, financial condition and results of operations and cash flows.

We May Be Unable to Respond to the Evolving Industry Practices and Technology Solutions, and Our Business, Financial Condition and Results of Operations and Cash Flows May Be Materially Adversely Affected.

To remain competitive as a precious metals online trading platform provider, we must continue to invest in research and development of new technology solutions in order to keep up with the ever evolving industry practices and enhancements to our existing solutions. The process of developing new technologies, products and services is complex and expensive. The introduction of new solutions by our competitors, the market acceptance of competitive solutions based on new or alternative technologies or the emergence of new industry practices could render our solutions less competitive.

Our Failure to Adequately Compete in Other Emerging Markets, Either Directly or Through Agents or Other Business Partners, Could Have a Material Adverse Effect on Our Business, Financial Condition and Results of Operations and Cash Flows.

Expanding our business in other emerging markets is an important part of our growth strategy. To compete successfully in these emerging markets, we must continue to design, develop, and sell new and enhanced precious metals online trading program and services that are culturally acceptable to these emerging markets. We anticipate that emerging markets will include potentially high growth opportunities, offset by potential entrenched local competition, higher credit risks, cultural differences, less developed and established local financial and banking infrastructure, reduced protection of intellectual rights, inability enforce contract in some jurisdictions, difficulties and costs associated with staffing and managing foreign operations, including reliance on newly hired local personnel, currency and tax laws that may prevent or restrict the transfer of capital and profits among our various operations around the world; and time zone, language and cultural differences among personnel in different areas of the world. If we do not develop innovative and reliable precious metals online trading program and services in a cost-effective and timely manner which are attractive to consumers in these markets, if consumer demand for precious metals online trading in emerging markets does not increase as much as we expect, or if we invest resources in products or geographic areas which do not produce the growth or profitability we expect, or when we expect it, our business and results of operations could be significantly harmed.

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Our Operations Present Special Challenges and Our Failure to Adequately Address Such Challenges or Compete in These Markets, Either Directly or Through Agents or Other Business Partners, Could Have a Material Adverse Effect on Our Business, Financial Condition and Results of Operations and Cash Flows.

Expanding our business in other emerging markets is an important part of our growth strategy. Due to certain cultural, regulatory and other challenges relevant to those markets, however, we may be at a competitive disadvantage in those regions relative to local firms or to international firms that have a well-established local presence. These challenges include:

• less developed or mature local technological infrastructure and higher costs, which could make our products and services less attractive or accessible in emerging markets;
   

• difficulty in complying with the diverse regulatory requirements of multiple jurisdictions, which may be more burdensome, not clearly defined, and subject to unexpected changes, potentially exposing us to significant compliance costs and regulatory penalties;

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• less developed and established local financial and banking infrastructure, which could make our products and services less accessible in emerging markets;
   

• reduced protection of intellectual property rights;
   

• inability to enforce contracts in some jurisdictions;
   

• difficulties and costs associated with staffing and managing foreign operations, including reliance on newly hired local personnel;
   

• tariffs and other trade barriers;
   

• currency and tax laws that may prevent or restrict the transfer of capital and profits among our various operations around the world; and
   

• time zone, language and cultural differences among personnel in different areas of the world.

RISKS RELATED TO REGULATION

Litigation and Regulatory Investigations May Result in Significant Financial Losses and Harm to Our Reputation.

We face significant risk of litigation, regulatory investigations and similar actions in the ordinary course of our business, including the risk of lawsuits and other legal actions relating to unauthorized transactions, error transactions, breach of data privacy laws, breach of fiduciary or other duties. Any such action may include claims for substantial or unspecified compensatory damages, as well as civil, regulatory or criminal proceedings against our directors, officers or employees, and the probability and amount of liability, if any, any remain unknown for significant periods of time. We may be also subject to various regulatory inquiries, such as information requests and book and records examinations, from regulators and other authorities in the geographical markets in which we operate.

A substantial liability arising from a law suit judgment or a significant regulatory action against us or a disruption in our business arising from adverse adjudications in proceedings against our directors, officers or employees could have a material adverse effect on our business, financial condition and results or operations. Moreover, even if we ultimately prevail in the litigation, regulatory action or investigation, we could suffer significant harm to our reputation, which could materially affect our prospects and future growth, including our ability to attract new customers, retain current customers and recruit and retain employees and agents.

Data Privacy Law, Rules and Regulations in Our Geographical Markets Could Have a Material Adverse Effect on Our Business, Financial Condition and Results of Operation.

We are subject to data privacy laws, rules and regulations that regulate the use of customer data. In Hong Kong we are governed by the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) and as a data user we are prohibited from doing or engaging in any practice that contravenes the data protection principles set out therein. Compliance with these laws, rules and regulations may restrict our business activities, require us to incur increased expenses and devote considerable time to compliance efforts.

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Servicing Customers Via the Internet May Require Us to Comply With the Laws and Regulations of Each Country in Which We Are Deemed to Conduct Business. Failure to Comply With Such Laws May Negatively Impact Our Financial Results.

Since our services are available over the Internet in foreign countries and we have customers residing in foreign countries, foreign jurisdictions may require us to qualify to do business in their country. We believe that the number of our customers residing outside of the United States will increase over time. We are required to comply with the laws and regulations of each country in which we conduct business, including laws and regulations currently in place or which may be enacted related to Internet services available to their citizens from service providers located elsewhere. Any failure to develop effective compliance and reporting systems could result in regulatory penalties in the applicable jurisdiction, which could have a material adverse effect on our business, financial condition and results of operations and cash flows.

Presently all transactions for spot contracts on gold and silver are executed and completed in Hong Kong although our customers may not reside in Hong Kong. Customers may access our electronic trading platform via the Internet from anywhere in the world, but all instructions are first communicated to us and then executed in Hong Kong. The acceptance of customer order by Internet in a jurisdiction other than Hong Kong may require us to comply with the laws of that jurisdiction and failure to comply may have a material negative impact on our financial condition and business results.

Without Local PRC Registration, Licensing or Authorization, We May Be Subject to Possible Enforcement Action and Sanction for Our Operations in the PRC if Our Operations Are Deemed to Have Violated PRC Regulations.

For the fiscal year ended December 31, 2010, all of our spot contracts trades were executed and concluded in Hong Kong where, the industry is unregulated.  However, when permitted, we promote our services to customers outside of Hong Kong, including to customers in China where our industry is regulated. The regulatory rules and procedures for engaging in our business in China are complex and are not as clear as those in many other jurisdictions and so we have not sought licensing from PRC government authorities to conduct, and we do not conduct our business operations in China. We do work with third party agents to promote and introduce our services to individuals and businesses in China and we accept them as customers via our website.  Our PRC legal counsel, the Beijing Dacheng (Guangzhou) Law Offices, has advised us that our activities in China are in compliance with PRC law because such activities are purely promotional and never involve the conduct of any business transactions in China.  We cannot assure you that PRC rules and regulations will not change such that we can no longer engage in such promotional activities or offer our precious metals trading services to PRC residents online.  In such case, we may be subject to fines, penalties, or sanctions or may be required to cease such offerings to PRC residents all together.  These restrictions may limit our ability to increase revenues and would have a material adverse effect on our results of operations.

Our Growth May Be Limited by Various Restrictions and We Remain at Risk That We May Be Required to Cease Operations if We Become Subject to Regulation by Local Government Bodies.

We currently have only a limited presence in a number of significant markets and may not be able to gain a significant presence there unless and until regulatory barriers to international firms in certain of those markets are modified. Consequently, we cannot assure you that our international expansion will continue and that we will be able to develop our business in emerging markets as we currently plan. Furthermore, we may be subject to possible enforcement action and sanction if we are determined to have previously offered, or currently offer, our services in violation of local government’s regulations. In these circumstances, we are exposed to sanction by local enforcement agencies and our contracts with customers may be unenforceable. We may also be required to cease the conduct of our business with customers in the relevant jurisdiction and/or we may determine that compliance with the regulatory requirements for continuance of the business is too onerous to justify making the necessary changes to continue that business.

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Procedures and Requirements of the Patriot Act May Expose Us to Significant Costs or Penalties.

As participants in the financial services industry, we are, and our subsidiaries are, subject to laws and regulations, including the Patriot Act of 2001, that require that we know our customers and monitor transactions for suspicious financial activities. The cost of complying with the Patriot Act and related laws and regulations is significant. We face the risk that our policies, procedures, technology and personnel directed toward complying with the Patriot Act are insufficient and that we could be subject to significant criminal and civil penalties due to noncompliance. Such penalties could have a material adverse effect on our business, financial condition and results of operations and cash flows. In addition, as an online financial services provider with customers worldwide, we may face particular difficulties in identifying our customers and monitoring their activities.

RISKS RELATED TO THIRD PARTIES

We Rely on Third-Party Providers in Several Areas of Our Operations and therefore Do Not Have Full Control over the Services Provided to Our Customers.

We rely on our affiliate, Gateway, to maintain our electronic trading platform and information technology services. If Gateway were to fail to provide technical services with respect to our electronic trading platform, and we were unable to secure an adequate alternative, our business and results of operation could be materially affected.

We also rely on our affiliate, Goldenway HK, to carry out all our futures contracts and options (if any) both of which are regulated activities as defined under the SFO. If Goldenway HK were to fail to provide execution of regulated activities services for us, and we were unable to secure an adequate alternative, our business and results of operation could be materially affected.

We are Subject to Counterparty Risk Whereby Defaults by Parties With Whom We Do Business Can Have an Adverse Effect on Our Business, Financial Condition and Results of Operations and Cash Flows.

In order to reduce our contract positions risk exposures with customers, Goldenway Precious Metals entered the same transaction as customer on other CGSE member to minimize the risk exposure when the total net position is greater than a certain level. Therefore, our precious metals market making operations require a commitment of capital and involve risks of losses due to the potential failure of our customers or counterparty to perform their obligations under these transactions. Our margin policy allows customers to leverage their account balances by trading notional amounts that may be significantly larger than their cash balances. We mark our customers’ accounts to market each time a trading price in their portfolio changes. While this allows us to closely monitor each customer’s account, it does not guarantee our ability to eliminate negative customer account balances prior to an adverse trading price change. Although we have the ability to alter our margin requirements without prior notice to our customers, this may not eliminate the risk that our access to liquidity becomes limited or market conditions, including Loco London Gold and Silver price volatility and liquidity constraints, change faster than our ability to modify our margin requirements. In light of the current turbulence in the global economy, we face increased risk of default by our customers and other counterparties. For example, during the second half of 2008, Lehman Brothers Holdings Inc. declared bankruptcy, and many major U.S. financial institutions consolidated, were forced to merge or were put into conservatorship by the U.S. federal government. Any liability arising from our precious metals operations could be significant and could have a material adverse effect on our business, financial condition and results of operations and cash flows.

Failure of Third-Party Systems or Third-Party Service and Software Providers Upon Which We Rely Could Adversely Affect Our Business.

We rely on certain related party’s computer systems or third-party service and software providers, including trading platforms, back-office systems, Internet service providers and communications facilities. For example, for the 12 months ended December, 2010, 100% of our precious metals trading volume was derived from trades utilizing our Shenzhen Gateway Technology Limited’s electronic trading platform, a related party trading platform we license that is popular in the international retail trading community and offers our customers a choice in trading interfaces. Any interruption in these third-party services, or deterioration in their performance or quality, could adversely affect our business. If our arrangement with any third party is terminated, we may not be able to find an alternative systems or services provider on a timely basis or on commercially reasonable terms. This could have a material adverse effect on our business, financial condition and results of operations and cash flows.

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Our Computer Infrastructure May Be Vulnerable to Security Breaches. Any Such Problems Could Jeopardize Confidential Information Transmitted Over the Internet, Cause Interruptions in Our Operations or Give Rise to Liabilities to Third Parties.

Our computer infrastructure is potentially vulnerable to physical or electronic computer break-ins, viruses and similar disruptive problems and security breaches. Any such problems or security breaches could give rise to liabilities to one or more third parties, including our customers, and disrupt our operations. A party able to circumvent our security measures could misappropriate proprietary information or customer information, jeopardize the confidential nature of information we transmit over the Internet or cause interruptions in our operations. Concerns over the security of Internet transactions and the safeguarding of confidential personal information could also inhibit the use of our systems to conduct precious metals transactions over the Internet. To the extent that our activities involve the storage and transmission of proprietary information and personal financial information, security breaches could expose us to a risk of financial loss, litigation and other liabilities. Our current insurance policies may not protect us against all of such losses and liabilities. Any of these events, particularly if they result in a loss of confidence in our services, could have a material adverse effect on our business, financial condition and results of operations and cash flows.

RISKS RELATED TO THE MARKET FOR OUR STOCK

The market price of our common stock can become volatile, leading to the possibility of its value being depressed at a time when you may want to sell your holdings.

The market price of our common stock can become volatile. Numerous factors, many of which are beyond our control, may cause the market price of our common stock to fluctuate significantly. These factors include:

• our earnings releases, actual or anticipated changes in our earnings, fluctuations in our operating results or our failure to meet the expectations of financial market analysts and investors;

• changes in financial estimates by us or by any securities analysts who might cover our stock;

• speculation about our business in the press or the investment community;

• significant developments relating to our relationships with our customers or suppliers;

• stock market price and volume fluctuations of other publicly traded companies and, in particular, those that are in our industry;

• customer demand for our products;

• investor perceptions of our industry in general and our Company in particular;

• the operating and stock performance of comparable companies;

• general economic conditions and trends;

• announcements by us or our competitors of new products, significant acquisitions, strategic partnerships or divestitures;

• changes in accounting standards, policies, guidance, interpretation or principles;

• loss of external funding sources;

• sales of our common stock, including sales by our directors, officers or significant stockholders; and

• additions or departures of key personnel.

Securities class action litigation is often instituted against companies following periods of volatility in their stock price. Should this type of litigation be instituted against us, it could result in substantial costs to us and divert our management’s attention and resources.

Moreover, securities markets may from time to time experience significant price and volume fluctuations for reasons unrelated to the operating performance of particular companies. These market fluctuations may adversely affect the price of our common stock and other interests in our Company at a time when you want to sell your interest in us.

Although publicly traded, the trading market in our common stock has been substantially less liquid than the average trading market for a stock quoted on the Nasdaq Global Market and this low trading volume may adversely affect the price of our common stock.

Our common stock trades on the OTCQB Market. The trading market in our common stock has been substantially less liquid than the average trading market for companies quoted on the Nasdaq Global Market. Limited trading volume will subject our shares of common stock to greater price volatility and may make it difficult for you to sell your shares of common stock at a price that is attractive to you.

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We may be subject to penny stock regulations and restrictions and you may have difficulty selling shares of our common stock.

The SEC has adopted regulations which generally define so-called “penny stocks” to be an equity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. If our common stock becomes a “penny stock,” we may become subject to Rule 15g-9 under the Exchange Act, or the Penny Stock Rule. This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers and “accredited investors” (generally, individuals with a net worth in excess of $1,000,000 or annual incomes exceeding $200,000, or $300,000 together with their spouses). For transactions covered by the Penny Stock Rule, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to sale. As a result, this rule may affect the ability of broker-dealers to sell our securities and may affect the ability of purchasers to sell any of our securities in the secondary market.

For any transaction involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in a penny stock, of a disclosure schedule prepared by the SEC relating to the penny stock market. Disclosure is also required to be made about sales commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.

There can be no assurance that our common stock will qualify for exemption from the Penny Stock Rule. In any event, even if our common stock were exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock, if the SEC finds that such a restriction would be in the public interest.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview of our Business

We were organized under the laws of the State of Nevada on September 10, 2007. Since September 30, 2011, through our subsidiary, Goldenway Precious Metals, we are a recognized electronics trading member of the Chinese Gold and Silver Exchange Society, or the CGSE, in Hong Kong, and hold a Type AA License, which authorizes us to engage in the electronic trading of Kilo Gold and Loco London Gold and Silver. We provide bullion trading services via our 24-hour electronic trading platform and telephone transaction system in Hong Kong. Our trading platform provides our customers with CGSE price quotations on gold and silver spot contracts, on a Loco London basis, as well as information updates on the gold and silver market, based on an evaluation of third-party market pricing sources such as M-Finance and Bloomberg. We also trade spot contracts of precious metals with other third-party providers of spot contract services in Hong Kong, and we purchase gold products from walk-in customers on a spot basis for conversion into bullion. See details regarding our services under the "Our Products, Services and Customers" heading in this report.

We face daily fluctuations in the price of gold and silver, foreign exchange rates, as well as interest rates. Although we have not done so since incorporation, through our Client Agreement with Goldenway HK, an entity owned and controlled by Goldenway Investments, our controlling stockholder, we may engage in the trade of futures contracts and other derivative instruments to hedge against these market risks. This is because Goldenway HK holds a Type 2 license which enables it to deal in futures contracts under Hong Kong’s Securities and Futures Ordinance, or SFO. Through this agreement we are also able to ensure our ability to cover any excess customer demand for gold and silver.

Our revenue from our online trading platform and the trade of spot contracts of precious metals is primarily derived from the difference between client’s bid and offer prices, once a transaction has been settled. Our revenue from our purchase of gold and silver products is earned on the resale of the resulting bullion or on the revaluation of precious metals on hand at higher prices.  Our revenues increased from $2.8 million in fiscal year 2009, to $18.33 million in fiscal year 2010, representing an increase of approximately 554%, and our net income increased to $5.56 million in fiscal year 2010, as compared to $0.88 million in fiscal year 2009. Our online trading platform accounted for approximately 99% and 100% of our revenues in fiscal year 2010 and 2009, respectively, and revenue generated from gold and silver products for resale accounted for 1% and $nil of our revenues during the respective periods.  

Our principal executive offices are located at Suites 3701-4, 37/F, Tower 6, The Gateway, Harbour City, Tsim Sha Tsui, Kowloon, Hong Kong. The telephone number at our principal executive office is +852 3719-9399. All our transactions and the technologies, including the servers that carry out these transactions, are all executed and located in Hong Kong.

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Recent Development

We intend to acquire Voltrex Limited or Voltrex, a foreign exchange company registered under the law of England for an aggregate purchase price of 1,301.978 (approximately, $2009,454).

Principal Factors Affecting Our Financial Performance

Our operating results are primarily affected by the following factors:

Dependence on Overall Market Conditions – Changes in the global financial markets, global economic conditions and political events affect levels of trading volumes in ways that we may not be able to predict. For example, in times of turmoil, people fear that their assets may be seized and that the currency may become worthless and the demand for gold rises. If the return on bonds, equities and real estate is not adequately compensating for risk and inflation then the demand for gold and other alternative investments such as commodities increases. Variations in trading levels caused by unpredictable market trends may cause our revenues and operating results to vary significantly from period to period, and period to period comparisons of our revenues and operating results may not be meaningful. A slowdown and subsequent stagnation in trading volume in the global financial markets, or a systemic problem affecting any financial market, could have a material adverse effect on our revenues and profitability.

Dependence on Self-developed Technology – Our success is highly dependent on our sophisticated technology that has been available only to us. If our technology were to become available to our competitors, or if our competitors adopt or develop similar or more advanced technologies, our operating results may be adversely affected. Further, we may not be able to keep up with rapid changes in technology, evolving industry standards and changing trading systems, practices and techniques to remain competitive in our industry.

Computer System Failures – The success of our business depends on the efficient and uninterrupted operations of our computer and communications hardware and software systems. Our service has occasionally experienced system interruptions in the past due to various reasons, some of which were beyond our control. We expect to experience occasional system interruptions from time to time in the future, which may have an adverse effect on our business.

Results of Operations

Comparison of Six Months Ended June 30, 2011 and June 30, 2010

The following table sets forth key components of our results of operations during the six months periods ended June 30, 2011 and 2010, both in dollars and as a percentage of our net sales.

		Six Months Ended			Six Months Ended
		June 30, 2011			June 30, 2010
REVENUES		Amount		% of	Amount	% of
				Total		Total
				Revenue		Revenue
Revenue	$	18,586,779	$		6,780,197
Fair value change of precious metals		130,417			-
Total revenues		18,717,196			6,780,197
EXPENSES
Management fees		4,299,786		23.0%	900,989	13.3%
Trading expenses and commissions		4,046,142		21.6%	907,846	13.4%
Employee compensation and benefit		521,460		2.8%	425,906	6.3%
Selling and marketing expenses		480,239		2.6%	564,145	8.3%
Occupancy expenses		347,059		1.9%	203,992	3.0%
General and administrative expenses		554,802		3.0%	83,008	1.2%

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Depreciation and amortization		198,561		1.1%			62,450		0.9%
Data processing and service fees		108,157		0.6%			491,495		7.2%
Bad debt expenses		454,762		2.4%			-		0.0%
Total expenses		11,010,968		58.8%			3,639,831		53.7%
Other income		4,738		0.0%			2,259		0.0%
INCOME BEFORE INCOME TAXES EXPENSE		7,710,966		41.2%			3,142,625		46.4%
INCOME TAXES
Current income tax		1,378,016		7.4%			535,438		7.9%
Future income tax recovery		(17,642	)	(0.1%	)		(16,904	)	(0.2%	)
		1,360,374		7.3%			518,534		7.6%
NET INCOME		6,350,592		33.9%			2,624,091		38.7%
OTHER COMPREHENSIVE INCOME
Foreign currency translation		(2,950	)	(0.0%	)		(25,482	)	(0.4%	)
COMPREHENSIVE INCOME	$	6,347,642		33.9%		$	2,598,609		38.3%

Revenue.  Our revenue from our online trading platform and the trade of spot contracts of precious metals is primarily derived from the difference between clients' bid and offer prices, once a transaction has been settled. Our revenue from our purchase of gold and silver products is earned on the resale of the resulting bullion or on the revaluation of precious metals on hand at higher prices. Total revenue increased by $11.94 million, or 176%, to $18.72 million for the six months ended June 30, 2011, as compared to $6.78 million for the same period in 2010. This increase was primarily due to $11.81 million increase in trading revenue during the 2011 period due to continued expansion of our customer base and trading volumes.  The number of our customers increased by 3725, or 161%, from 6,132 customers as of December 31, 2010, to 9,857 customers as of June 30, 2011.  For the six months period ended June 30, 2011, the top ten of our new customers contributed $4.96 million, or 26% of the total revenue.  Our online trading platform accounted for approximately 99% and 100% of our revenues six-month periods ended June 30, 2011 and 2010, respectively, and revenue generated from gold and silver products for resale accounted for 1% and $nil of our revenues during the respective periods.

Fair value changes of precious metals represented physical precious metals that were purchased from customers at the historical spot rate during the period and were marked to market at each balance sheet date.

Management fee. Prior to our acquisition of Goldenway Precious Metals, our subsidiary, it incurred a substantial amount of management fees charged by, its former parent company and our controlling stockholder, Goldenway Investments. The management fees mainly comprised of management’s remuneration, staff costs for the provision of oversight from key management personnel and jointly shared employees from various departments. Management fees increased by $3.40 million, or 377%, to $4.30 million in the six month ended June 30, 2011, as compared $0.90 million in the same period in 2010. The increase was primarily due to an increase in entertainment, travelling and employment cost incurred by Goldenway Investments during the 2011 period in connection with its business development activities and recruitment of IT maintenance and product development staff on behalf of Goldenway Precious Metals. There was a $0.67 million, or 228% increase in entertainment and travel expenses from the increase in business development activities, and a $2.46 million, or 526% increase in employment costs, primarily due to increased recruitment of IT maintenance and product development staff in order to support rapid growth in trading volumes on our e-commerce platform. Effective as of November 1, 2011, relevant key management personnel as well as relevant staff are being employed directly by the Company and therefore, the management fee is no longer being assessed.

Trading expenses and commissions. Trading expenses and commissions increased at a greater rate than revenue, partly because an increase in customers, approximately 17% of whom were introduced by agents, resulted in a $1.1 million, or 240%, increase in agency fees, from $0.3 million for the six months ended June 30, 2010 to $1.43 million for the same period in 2011. The increase was also attributable to our switch to a new transfer agent with more flexibility and shorter remittance intervals (to the benefit of our customers) but with a higher per transaction charge rate (which is absorbed by us). For the six-month periods ended June 30, 2011 and 2010, the switch to a new transfer agent contributed 53% and 27% of total trading expenses and commissions, respectively. We believe that the change in transfer agent helped us to achieve a higher trading volume during the period but also reflected the higher trading expenses and commissions as compared to the 2010 period.

Employee compensation and benefit. Employee compensation and benefit increased by $0.10 million, or 22%, to $0.52 million in the six months ended June 30, 2011, as compared to $0.43 million in the same period in 2010. The increase was primarily due to an increase in the number of new employees as a result of our business expansion.

Selling and marketing expenses. Selling and marketing expenses decreased by $0.08 million, or 15%, to $0.48 million in the six months ended June 30, 2011, as compared $0.56 million in the same period in 2010. The decrease was mainly due to the amortization of advertising fee to our spokesman, Simon Yam, during the 2011 period, which amounted to $0.52 million and was recognized early in the 2010 period.

Occupancy expenses. Occupancy expenses increased by $0.14 million, or 70%, to $0.35 million in the six months ended June 30, 2011, as compared $0.20 million in the same period in 2010. The increase was primarily due to rent payable under a new rental agreement for an additional office location for Goldenway Precious Metals at the Harbour City Building, Tsim Sha Tsui, Hong Kong.

General and administrative expenses. General and administration expenses increased by $0.47 million, or 568%, to $0.55 million in the six months ended June 30, 2011, as compared $0.08 million in the same period in 2010. The increase was primarily due to the increase in the number of employees and related administrative expense.

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Depreciation and amortization. Depreciation and amortization increased by $0.14 million, or 218%, to $0.20 million in the six month ended June 30, 2011, as compared $0.06 million in the same period in 2010, primarily due to the $0.08 million acquisition of a vehicle for our company clients, and $0.11 million in renovation fees for our new office space.

Data processing and service fee. Data processing and service fees decreased by $0.38 million, or 78%, to $0.11 million in the six month ended June 30, 2011, as compared $0.49 million in the same period in 2010. The decrease was primarily due to a $0.24 million decrease in service fees in connection with our switch to Gateway, an affiliated company, for our software maintenance services during the 2011 period. For the six months ended June 30, 2011, the portion of our data processing and service fees that related to the costs associated operating and maintaining the Company’s online trading platform amounted to HK$250,000 (approximately, $32,000), or 30%. The remaining amount represents costs incurred for general IT services, such as for the maintenance of our network infrastructure.

Bad debt expenses. Bad debt expenses increased by $0.45 million in the six months ended June 30, 2011, as compared to $nil in the same period in 2010. The increase was primarily due to an increase in the closure and balancing of low margin accounts. In accordance with our policy, our trading platform is programmed to instantly close all customer accounts with open positions that fall below our margin level requirement. Such closure is automatic and no customer accounts are below this requirement that have not been closed. If upon closure any such client's total realized loss is greater than its trading account balances, a negative balance will incur to which we will make an adjustment to bring the account back to zero and such adjustment is considered uncollectible and therefore written off as bad debt.

Income before income taxes expense. Income before income taxes expenses increased by $4.57 million, or 145%, to $7.71 million in the six months ended June 30, 2011, compared $3.14 million in the same period in 2010. This increase was primarily contributed by a $11.80 million increase in trading revenue and offset by a $7.37 million increase in total expense during the 2011 period as a result of our increased customer base.

Income taxes. Income tax expenses increased by $0.84 million, or 156%, to $1.38 million in the six months ended June 30, 2011, as compared $0.54 million in the same period in 2010, due to the substantial increase in profit during the 2011 period.

Net income. For the foregoing reasons, during the six months ended June 30, 2011, we generated a net income of $6.35 million, an increase of $3.73 million, or 142%, from $2.62 million in the same period in 2010.

Year Ended December 31, 2010 Compared to Nine Months Ended December 31, 2009

The following table sets forth key components of our results of operations during the fiscal years ended December 31, 2010 and the nine months ended 2009, both in dollars and as a percentage of our net sales.

						For the Period from
		For the Fiscal				April 7, 2009
		Year Ended				(Date of Inception)
		December 31,				to December 31,
					2010		2009
REVENUES		Amount			% of	Amount	% of
					Total		Total
					Revenue		Revenue
Revenue	$	18,530,024		$		2,803,350
Investment loss		(304,245	)			-
Fair value change of precious metals		105,349				-
Total revenues		18,331,128				2,803,350
EXPENSES
Management fees		5,199,457			28.4%	-	-
Trading expenses and commissions		2,674,618			14.6%	379,083	13.5%
Selling and marketing expenses		1,220,959			6.7%	271,895	9.7%
Employee compensation and benefit		905,889			4.9%	299,241	10.7%
Data processing and service fees		638,676			3.5%	419,832	15.0%
Occupancy expenses		537,740			2.9%	166,096	5.9%
General and administrative expenses		220,774			1.2%	91,434	3.3%
Depreciation and amortization		218,586			1.2%	18,849	0.7%
Bad debt expenses		47,051			0.3%	108,873	3.9%

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Total expenses		11,663,750		63.6%			1,755,303		62.6%
Other income		7,310		0.0%			836		0.0%
INCOME BEFORE INCOME TAXES EXPENSE		6,674,688		36.4%			1,048,883		37.4%
INCOME TAXES
Current income taxes		1,382,220		7.5%			176,984		6.3%
Deferred income taxes recovery		(273,352	)	(1.5%	)		(5,324	)	(0.2%	)
		1,108,868		6.0%			171,660		6.1%
NET INCOME		5,565,820		30.4%			877,223		31.3%
OTHER COMPREHENSIVE INCOME
Foreign currency translation		(50,072	)	(0.3%	)		(2,035	)	(0.1%	)
COMPREHENSIVE INCOME	$	5,515,748		30.1%		$	875,188		31.2%

Revenue. Total revenue increased by $15.53 million, or 554%, to $18.33 million for the year ended December 31, 2010, compared to $2.80 million for the nine months ended December 31, 2009. This increase was primarily due to a $15.73 million increase in trading revenue during the year of 2010. This increase is attributable to higher retail trading volumes during the year of 2010.

Management fee. Management fee was $5.20 million for the year ended December 31, 2010, compared to $nil for the nine months ended December 31, 2009. Management fee expenses were comprised of rental, entertainment, travel and employment expenses which were incurred by Goldenway Investments during the year of 2010.

Trading expenses and commissions. Trading expenses and commissions increased by $2.30 million, or 606%, to $2.67 million for the year ended December 31, 2010, compared to $0.38 million for the nine months ended December 31, 2009. The increase was primarily due to the increase of customer trading volume.

Selling and marketing expenses. Selling and marketing expenses increased by $0.95 million, or 352%, to $1.22 million for the year ended December 31, 2010, compared to $0.27 million for the nine months ended December 31, 2009. The increase was primarily due to the amortization of advertising fee on the two year contract with our spokesman, Simon Yam, which was signed in late 2009. The balance of the spokesman fee, of approximately $0.2 million, was realized as an expense in 2010, and the marketing seminar cost was $0.03 million in November 2010.

Employee compensation and benefit. Employee compensation and benefit increased by $0.61 million, or 203%, to $0.91 million for the year ended December 31, 2010, compared to $0.3 million for the nine months ended December 31, 2009. The increase was primarily due to an increase in the number of new employees as a result of our business expansion.

Data processing and service fee. Data processing and service fee increased by $0.22 million, or 52%, to $0.64 million for the year ended December 31, 2010, as compared $0.42 million for the nine months ended December 31, 2009. The increase was primarily due to increased CGSE reference code fees in connection with the increase in trading volume, and an increase in data processing fees during the period of 2010.

Occupancy expenses. Occupancy expenses increased by $0.37 million, or 224%, to $0.54 million for the year ended December 31, 2011, compared to $0.17 million for the nine months ended December 31, 2009. The increase was primarily due to our entry into a new lease agreement for two new offices located in Hong Kong.

General and administrative expenses. General and administration expenses increased by $0.13 million, or 120%, to $0.22 million for the year ended December 31, 2010, as compared to $0.1 million for the nine months ended December 31, 2009. The increase was primarily due to the increase in the number of employees and related administrative expense.

Depreciation and amortization. Depreciation and amortization increased by $0.20 million, or 1,060%, to $0.22 million for the year ended December 31, 2010, as compared to $0.02 million for the nine months ended December 31, 2009. This increase was primarily due to the acquisition of new office and computer equipment and the increase in improvements for our two new offices.

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Bad debt expenses. Bad debt expenses decreased by $0.06 million, or 57%, to $0.05 million for the year ended December 31, 2010, as compared $0.11 million for the nine months ended December 31, 2009 due to a decrease in the closure and balancing of low margin accounts.

Income before income taxes. Income before income taxes increased by $5.63 million, or 536%, to $6.67 million for the year ended December 31, 2010, as compared $1.05 million for the nine months ended December 31, 2009. This increase was primarily contributed by a $15.73 million increase in trading revenue and offset by a $9.91 million increase in total expense.

Income taxes. Income tax expenses increased by $0.94 million, or 546%, to $1.11 million for the year ended December 31, 2010, compared to $0.17 million for the nine months ended December 31, 2009, due to substantial increase in trading revenue during the year of 2010.

Net income. As of December 31, 2010, for the foregoing reasons, we generated a net income of $5.57 million, an increase of $4.69 million, or 534%, from $0.88 million for the nine months ended December 31, 2009.

Liquidity and Capital Resources

To date, we have financed our operations primarily through cash flows from operations and equity contributions by our stockholders. Apart from restricted cash of HK$1 million deposited with Hantec Bullion Limited, a third party spot contract services provider, for the purpose of ensuring timely settlement of the Company’s trading activities, if any, we are not aware of any other restrictions that will significantly impact our ability to transfer cash within our corporate structure or restrict the net assets of our subsidiary, Goldenway Precious Metals. As of June 30, 2011, we had cash and cash equivalents of $4.26 million, primarily consisting of cash on hand and demand deposits. Our cash was denominated into HK$23.24 million (approximately, $3 million), and $1.26 million, representing 70% and 30% of our cash, respectively. The following table provides detailed information about our net cash flow for all financial statement periods presented in this report:

Cash Flows
(all amounts in millions of U.S. Dollars)

		Six Months Ended						Fiscal Year Ended
		June 30,						December 31,
		2011			2010			2010			2009
Net cash provided by (used in) operating activities	$	7,778,366		$	6,569,095		$	11,789,095		$	(875,325	)
Net cash provided by (used in) investing activities		(11,492,585	)		(1,190,936	)		(14,164,523	)		(1,638,826	)
Net cash provided by (used in) financing activities		-			-			9,020,619			3,870,958
Effects of exchange rate change in cash		(1,284	)		(20,642	)		(25,270	)		(1,076	)
Net increase (decrease) in cash and cash equivalents		(3,715,503	)		5,357,517			6,619,921			1,355,731
Cash and cash equivalent at beginning of the period		7,975,652			1,355,731			1,355,731			-
Cash and cash equivalent at end of the period	$	4,260,149		$	6,713,248		$	7,975,652		$	1,355,731

As a member of the CGSE, we are also subject to working capital and minimum asset requirements. Under the requirements, the minimum required working capital, defined as cash plus precious metals, is approximately $193,000 and the minimum required asset is $643,000. We were in compliance with these requirements as at June 30, 2011, December 31, 2010 and 2009. As of June 30, 2011, we had $4,260,149 in cash and $1,200,979 in gold and silver, $7,975,652 and $783,490, respectively, as at December 31, 2010, and $1,355,731 and $nil, respectively, as at December 31, 2009. As at June 30, 2011, December 31, 2010 and December 31, 2009, we had $23,760,047, $27,474,919 and $6,802,608, respectively, in total assets.

Operating Activities

Net cash provided by operating activities was $7.78 million for the six months ended June 30, 2011, as compared to $6.57 million for the same period in 2010, a increase of $1.21 million. The increase was due to $3.73 million higher net income and $2.52 million lower adjustments to reconcile net income to net cash provided by operating activities in the six months ended June 30, 2011 compared to the June 30, 2010. The lower adjustments to reconcile net income to net cash provided by operating activities was due to an increase in accounts receivables from transfer agents of $0.85 million for the six months ended June 30, 2011, compared to $1.28 million for the same period in 2010. Other receivables was a increase of $0.35 million for the six months ended June 30, 2011, compared to a decrease of $2.37 million for the same period in 2010, due to the settlement of accounts receivables from an unrelated party. Customer deposits increased by $3.82 million for six months ended June 30, 2011, versus $2.54 million for the same period in 2010, and income taxes payable decreased to $0.06 million for the six months ended June 30, 2011 as compared to an increase of $0.55 million for the same period in 2010.

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Net cash provided by operating activities was $11.79 million for the year ended December 31, 2010, compared to cash used in operating activities was $0.88 million for the nine months ended December 31, 2009, an increase of $12.67 million. This increase was due to $4.69 million higher net income and $7.98 million material adjustments to reconcile net income to net cash provided by operating activities for the year ended December 31, 2010 compared to the nine months ended December 31, 2009. The increase was as a result of a decrease in receivables from transfer agents of $0.17 million for the year end December 31, 2010, compared to an increase of $0.76 million for the nine months ended December 31, 2009, as well as a decrease in other receivables of $1.96 million for the year ended December 31, 2010, compared to an increase in $2.37 million for the nine months ended December 31, 2009. For the year ended December 31, 2010, precious metals held by the Company increased to $0.68 million, compared to $nil for the nine months ended December 31, 2009; prepaid expenses decreased to $0.09 million for the year ended December 31, 2010, compared to an increase in $0.54 million for the nine months ended December 31, 2009; accrued expenses increased to $1.35 million for the year ended December 31, 2010, compared to an increase of $0.09 million for the nine months ended December 31, 2009; customer deposit increased to $3.42 million for the year ended December 31, 2010, compared to an increase of $0.97 million for the nine months ended December 31, 2009; income tax payable increased to $1.38 million for the year ended December 31, 2010, compared to an increase of $0.18 million for the nine months ended December 31, 2009; and due to related parties decreased to $0.59 million for the year ended December 31, 2010, compared to an increase of $0.6 million for the nine months ended December 31, 2009.

Investing Activities

Net cash used in investing activities for the six months ended June 30, 2011 was $11.49 million, compared to $1.19 million net cash used in investing activities for the same period of 2010, an increase of $10.30 million, or 865%. The reason for the increase in cash used during the six months ended June 30, 2011, was our use of $4.51 million as a first installment on our payment for a motor vessel used by the Company to entertain and serve the Company’s VIP customers and business partners. The balance was prepaid in full during the second quarter of 2011 for the acquisition of a motor vessel.

Net cash used in investing activities was $14.16 million for the year ended December 31, 2010, compared to $1.64 million for the nine months ended December 31, 2009, an increase of $12.52 million. The increase is mainly due to an increase in due from related parties of $14.00 million for the year ended December 31, 2010, compared to an immaterial change for the nine months ended December 31, 2009, offset by a decrease in due from director of $1.02 million for the year ended December 31, 2010, compared to an increase of $1.02 for the nine months ended December 31, 2009. Cash was also used to purchase property and equipment of $0.39 million during the year ended December 31, 2010, compared to $0.13 million cash used to purchase property and equipments for the nine months ended December 31, 2009. $0.80 million cash used to purchase intangible assets for the year ended December 31, 2010, compared to $0.48 million used for the nine months ended December 31, 2009.

The amount due from related parties as of June 30, 2011 and December 31, 2010 both represented balances due from Goldenway Investments, our controlling stockholder. There was an increase of $7.19 million due from related party in the six months ended June 30, 2011, compared to an increase of $1.91 million due from related party for the same period in 2010. The increase represented a cash outflow related to funds previously deposited as a capital injection by Goldenway Investments, but withdrawn during the period to support its own operations. The balance was subsequently reduced by dividend paid to and management fee charged by Goldenway Investments.

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate continuation of the Company as a going concern. As of June 30, 2011, the Company has an accumulated deficit of $1,212,227 and a negative working capital of $1,552,771. The Company has in the past generated, and continues to generate net income and positive cash flows from operations. Management’s focus for 2011 and beyond is to expand its customer base and generate additional revenue and positive cash flow to the Company. In addition, management will closely monitor the use of funds on discretionary expenditures. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty.

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Financing Activities

There were no financing activities for the six months ended June 30, 2011 and 2010. Cash provided by financing activities was $9.02 million for the year ended December 31, 2010, compared to $3.87 million for the nine months ended December 31, 2009, an increase of $5.15 million. The increase was due to the issuance of 70 million and 29.9 million ordinary shares with par value of $0.129 in 2010 and 2009, respectively.

Operating Lease Commitments

The Company leases its office space under non-cancelable operating lease agreements that expire on various dates through 2013. Future annual minimum lease payments, including maintenance and management fees, for non cancelable operating leases, are as follows:

		Six months		Fiscal Year
		ended June		ended December
		30, (in‘000)		31, (in‘000)
2011	$	Nil	$	694
2012		670		385
2013		82		21
	$	752	$	1,100

Critical Accounting Policies

Basis of Accounting

The Company’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP").

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Changes in these estimates are recorded when known.

Significant estimates made by management include:

• Valuation of assets and liabilities requiring fair value estimates;
   

• The allowance for doubtful accounts and bad debt expense;
   

• The realization of deferred tax assets;
   

• Useful lives of property and equipment;
   

• The carrying amount of intangible assets and the amortization period of intangible assets with definite lives;
   

• Future cash flows associated with impairment testing for tangible and intangible assets; and
   

• Other matters that affect the reported amounts and disclosure of contingencies in the financial statements.

Actual results could differ from those estimates.

Revenue Recognition

The Company's revenue is derived from our managed flow activities between our retail customers, where we act as the counterparty to our customers' trades. Revenue is recognized in accordance with the standard, “Revenue Recognition ("Staff Accounting Bulletin ("SAB") No. 104, Revenue Recognition”). The Company generates revenue from trading precious metal spot contracts. SAB 104 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services rendered; (3) the seller's price to the buyer is fixed and determinable; and (4) collectability is reasonably assured.

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Precious metal price contracts generally involve the settlement of precious metal prices at market rates. Profits or losses are realized when customer transactions are liquidated. Unrealized profits or losses on open contracts are revalued at prevailing precious metal price (the difference between contract price and market price) at the date of the Balance Sheets are included in unrealized profits and losses, respectively, on the Balance Sheets.

The Company is also engaged in trading of precious metal price contracts with other trading companies. There were no unrealized profits or losses from open position as at December 31, 2010 and 2009. The realized losses are recorded as investment loss on the Statements of Operations and Comprehensive Income.

The Company also holds physical precious metals for trading. The precious metals were marked to market at each year end date. The changes in fair value of these precious metals are recorded as fair value change of precious metals on the Statements of Operations and Comprehensive Income.

Unrealized gains/losses on open contracts revalued at prevailing precious metal price (the difference between contract price and market price) at the dates of the balance sheets are included in unrealized profits/losses on open contracts.

Advertising

Advertising costs are incurred for the production and communication of advertising, as well as other marketing activities. The Company expenses the cost of advertising as incurred. The Company did not capitalize any production costs associated with advertising for 2010 or 2009.

Cash and cash equivalents

Cash is comprised of cash on hand and unrestricted deposits. Cash equivalents include highly liquid investments with maturities of three months or less when purchased. Cash equivalents are recorded at fair value.

Restricted Cash

Restricted cash represents security deposits withheld by an unrelated precious metal trading company with which the Company opened a trading account.

Fair Value of Financial Instruments

The standard, “Disclosures about Fair Value of Financial Instruments”, defines financial instruments and requires fair value disclosures for those instruments. The standard, “Fair Value Measurements”, defines fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosures requirements for fair value measures. The carrying amounts reported in the balance sheets for cash, restricted cash, receivable from transfer agents, due from (to) related parties, due from director, other receivables, payables to brokers and others and accrued expenses qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest.

The standard establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy defined by the standard are as follows:

Level 1	Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, listed equities and U.S. government treasury securities.
Level 2	Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category include non- exchange-traded derivatives such as over the counter forwards, options and repurchase agreements.
Level 3	Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management's best estimate of fair value from the perspective of a market participant. Level 3 instruments include those that may be more structured or otherwise tailored to customers' needs.

Receivables from Transfer Agents

The Company has agreements with several payment transfer agents who assist the customers to transfer funds to their trading accounts with the Company. The receivables from transfer agents represent funds collected by the agents from the customers and to be remitted to the Company.

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Allowance for Doubtful Accounts

The Company records an increase in the allowance for doubtful accounts when the prospect of collection become doubtful. Management specifically analyzes accounts receivable and historical bad debt experience when evaluating the adequacy of the allowance for doubtful accounts. Should any of these factors change, the estimates made by management will also change, which could affect the level of our future provision for doubtful accounts.

Other Receivables

Other receivables represent miscellaneous receivables from various third parties.

Trading Precious Metals

The Company holds physical precious metals for trade. The precious metals were marked to market at each period end date.

Prepaid Expenses

The Company records goods and services paid for but not to be received until a future date as prepaid assets. These include payments for advertising and occupancy related expenses. Any prepaid expense to be realized beyond the next 12 months is classified as long-term.

Property and Equipment

Property and equipment are recorded at cost, net of accumulated depreciation. Identifiable significant improvements are capitalized and expenditures for maintenance and repairs are charged to expense as incurred. Property and equipment are depreciated on a straight-line basis over the estimated useful lives of the assets as follows:

Office equipment	5 years
Furniture and fixtures	5 years
Leasehold improvements	over the lease terms
Computer equipment	4 years

Reporting Currency and Foreign Currency Translation

As of December 31, 2010 and 2009, the accounts of the Company are maintained in their functional currency, the Hong Kong Dollar ("HK$"). The financial statements of the Company have been translated into U.S. dollars in accordance with the accounting standard on foreign currency translation. All assets and liabilities of the Company are translated at the exchange rate on the balance sheet date, shareholders' equity is translated at the historical rates and the statements of income and cash flows are translated at the weighted average exchange rate for the year. The resulting translation adjustments are reported under comprehensive income and as a separate component of shareholders’ equity.

Foreign exchange rates used:

	December 31, 2010	December 31, 2009
Period end HK$/U.S. Dollar exchange rate	7.7810	7.7536
Average HK$/U.S. Dollar exchange rate	7.7686	7.7514

Intangible Assets

The standard, “Intangibles — Goodwill and Other”, requires purchased intangible assets other than goodwill to be amortized over their useful lives unless their lives are determined to be indefinite. The Company has two membership licenses issued by CGSE to trade precious metal price contracts and physical precious metals. The licenses are determined to have indefinite useful lives.

The Company compares the recorded value of its indefinite life intangible assets to their fair value on an annual basis and whenever circumstances arise that indicates that an impairment may have occurred.

The Company accounts for costs to acquire its trading platform and related software in accordance with the standard, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use”. The standard requires that such technology be capitalized in the application and infrastructure development stages. Costs related to training, administration and non-value-added maintenance are charged to expense as incurred. Capitalized software development costs are being amortized over the useful life, which the Company has estimated at 5 years.

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Long-Lived Assets

In accordance with the standard, “Property, Plant and Equipment”, the Company periodically evaluates the carrying value of long-lived assets when events and circumstances warrant such review. The carrying value of a long-lived asset is considered impaired when the anticipated undiscounted cash flow from such an asset is separately identifiable and is less than the carrying value. In that event, a loss is recognized in the amount by which the carrying value exceeds the fair market value of the long-lived asset. The Company has identified no such impairment losses.

Asset Retirement Obligations

In accordance with the standard, “Asset Retirement Obligations”, the Company recognizes an estimated liability for future costs associated with the restoration of the leased office space. A liability for the fair value of an asset retirement obligation and corresponding increase to the carrying value of the related leasehold improvements are recorded at the time the leasehold improvements are acquired. The increase in carrying value is included in property and equipments in the accompanying balance sheets. The Company depreciates the amount added to the related leasehold improvements and recognizes expense in connection with the accretion of the discounted liability over the remaining lease term.

Payable to Agents and Others

Payable to agents and others represents commission payable to agents, withdrawals requested by customers and other payables to various vendors.

Customer Deposits

Customer deposits include amounts due on cash and margin transactions. These transactions include deposits adjusted for gains or losses arising from settled trades in customer accounts.

Unrealized Profits or Losses on Open Contracts

Unrealized profits or losses on open contracts revalued at prevailing precious metal price (the difference between contract price and market price) at the date of balance sheets are included in unrealized profits or losses on open contracts.

Accumulated Other Comprehensive Income

The Company's accumulated other comprehensive income, consists of foreign currency translation from the Company`s functional currency, HK$, to reporting currency, U.S. dollars.

Income Taxes

The Company utilizes the standard, "Accounting for Income Taxes," which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

The Company adopted the provisions of the interpretation, "Accounting for Uncertainty in Income Taxes”. The Company did not have any material unrecognized tax benefits and there was no effect on its financial condition or results of operations as a result of implementing the interpretation. The Company does not believe there will be any material changes in its unrecognized tax positions over the next 12 months.

Basic and Diluted Earnings per Share

Basic earnings per share is calculated by dividing income attributable to holders of ordinary shares by the weighted-average number of ordinary shares outstanding during the period. Diluted earnings per share reflect the potential dilution that could occur if contracts to issue ordinary shares were exercised or converted into ordinary shares during the period.

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The Company does not have any securities that may potentially dilute the basic earnings per share.

Statement of Cash Flows

In accordance with the standard, "Statement of Cash Flows," cash flows from the Company's operations are calculated based upon the local currencies translated at the weighted average exchange rate for the year. As a result, amounts related to assets and liabilities reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets.

Management Risk

In the normal course of business, the Company executes precious metal contracts with its customers upon request on a margin basis. In connection with these activities, the Company acts as the counterparty. The Company seeks to manage its market risk by entering into offsetting contracts with other precious metal contract trading companies, if necessary, also on a margin basis. The Company seeks to control the credit risks associated with its customers' activities by requiring its customers to maintain margin collateral. The trading platform does not allow customers to enter into trades if sufficient margin collateral is not on deposit with the Company.

Accounting Principles Recently Adopted

In June 2009, the Financial Accounting Standards Board (“FASB”), issued FASB Accounting Standard Update (“ASU”) No. 2009-17, “Consolidations: Improvement to Financial Reporting by Enterprises Involved with Variable Interest Entities”. This standard eliminates certain scope exceptions previously permitted, provides additional guidance for determining whether an entity is a variable interest entity, and requires companies to more frequently reassess whether they must consolidate variable interest entities. The changes also replace the previously required quantitative approach to determining the primary beneficiary of a variable interest entity with a requirement for an enterprise to perform a qualitative analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a variable interest entity. The standard is effective for interim and annual reporting periods beginning after January 1, 2010. The adoption on January 1, 2010 of this standard did not have a material effect on the Company’s financial statements.

In January 2010, the FASB issued the guidance ASU 2010-06, “Improving Disclosures about Fair Value Measurements”. This guidance amends existing disclosure requirements about fair value measurement and clarifies and provides additional disclosure requirements related to recurring and non-recurring fair value measurements. This guidance became effective for the Company on January 1, 2010, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activities in Level 3 fair value measurements, which will be effective beginning in the first quarter of 2011. The adoption of this guidance did not have a material impact on the Company’s financial statements.

In February 2010, the FASB issued ASU 2010-09, “Subsequent Events (ASC Topic 855) Amendments to Certain Recognition and Disclosure Requirements”. ASU 2010-09 requires SEC filers to evaluate subsequent events through the date the financial statements are issued and removes the requirement to disclose a date in both issued and revised financial statements through which subsequent events were evaluated. The Company adopted the pronouncement for interim periods ending after March 31, 2010. The adoption did not have a material effect on the Company’s financial statements.

In March 2010, the FASB issued ASU 2010-11, “Scope Exception Related to Embedded Credit Derivatives”. The provisions of ASU 2010-11 amend ASC Topic 815, “Derivatives and Hedging”, to provide clarification on the bifurcation scope exception for embedded credit derivative features. The Company believes the adoption did not have material impact on the Company’s financial statements.

In December 2010, the FASB issued the amendment “Disclosure of supplementary pro forma information for business combinations”. The FASB amended the existing guidance to require a public entity, which presents comparative financial statements, to disclose revenue and earnings of the combined entity as though the business combination that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendment also expanded the required supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination, which are included in the reported pro forma revenue and earnings. The amendments are effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 16, 2010. Early adoption is permitted. The Company does not believe adoption will have any impact on its financial statements.

In December 2010, the FASB issued ASU 2010-28 “when to perform step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts”. The FASB amended the existing guidance to modify Step 1 of the goodwill impairment test for a reporting unit with a zero or negative carrying amount. Upon adoption of the amendment, an entity with a reporting unit that has a carrying amount that is zero or negative is required to assess whether it is more likely than not that the reporting unit’s goodwill is impaired. If the entity determines that it is more likely than not that the goodwill of the reporting unit is impaired, the entity should perform Step 2 of the goodwill impairment test for the reporting unit. Any resulting goodwill impairment should be recorded as a cumulative-effect adjustment to beginning retained earnings in the period of adoption. Any goodwill impairments occurring after the initial adoption of the amendment should be included in earnings. This guidance is effective for fiscal years and interim periods within those years, beginning after December 15, 2010. Early adoption is not permitted. The Company does not believe adoption will have any impact on its financial statements.

In September 2011, the FASB issued ASU 2011-08, Intangibles Goodwill and Other (Topic 350): The amendments in this Update will allow an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. Under these amendments, an entity would not be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The amendments include a number of events and circumstances for an entity to consider in conducting the qualitative assessment. The amendments are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted. The Company does not expect the adoption of ASU 2011-04 to have a material impact on its unaudited interim condensed financial statements.

In June, 2011, the FASB issued ASU 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income. ASU 2011-05 requires entities to present net income and other comprehensive income in either a single continuous statement or in two separate, but consecutive, statements of net income and other comprehensive income. ASU 2011-05 is effective for fiscal years and interim periods beginning after December 15, 2011. The adoption of ASU 2011-05 will not have a material impact on the Company’s unaudited interim condensed financial statements.

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In May 2011, the FASB issued ASU 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. This standard results in a common requirement between the FASB and the International Accounting Standards Board (“IASB”) for measuring fair value and for disclosing information about fair value measurements. ASU 2011-04 is effective for fiscal years and interim periods beginning after December 15, 2011. The Company is currently assessing whether the adoption of ASU 2011-04 will have a material impact on its unaudited interim condensed financial statements.

PROPERTIES

Our executive offices are located at Flat/RM 1209 Block 1, 33 Canton Road, Tsim Sha Tsui, Hong Kong. We also occupy approximately 3,144 square feet of space, located at Suite 3701 and Suites 3702-4, 37/F, Tower 6, The Gateway, Harbour City, Tsim Sha Tsui, Kowloon, Hong Kong, which we use for administration, marketing and customer service. The Company leases its office space under non-cancelable operating lease agreements that expire on various dates through 2013 as disclosed in more detail on the table below.

Premises	Lessor	Term of Tenancy	Rent and Charges
Suite No. 9 12th Floor of Tower 1, China Hong Kong City, No. 33 Canton Road, Kowloon, Hong Kong	Wide Harvest Investment Limited	2/22/2010-2/21/2013	HK$62,880 (approximately $8,080) per month for rent and HK$17,135 (approximately $2,202) per month for management fee and air conditioning fee
Suite 3702-04, 37th Floor of Tower 6, the Gateway Harbour City	Harbour City Estates Limited	6/15/2009-6/14/2012	HK$215,418 (approximately $27,682) per month for rent, HK$14,049 (approximately $1,805) per month for air- conditioning fee and HK10,770.90 (approximately $1,384) per month for service charge)
Suite 3701, 37th Floor of Tower 6, the Gateway Harbour City	Harbour City Estates Limited	11/15/2010-6/14/2012	HK$115,828 (approximately $14,884) per month for rent, HK7,805.80 (approximately $1,003) per month for air- conditioning fee and HK$7,805.80 (approximately $1,003)per month for service charge

We believe that all space is in good condition and that the property is adequately insured by the Company.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding beneficial ownership of our common stock as of September 30, 2011 (i) by each person who is known by us to beneficially own more than 5% of our common stock; (ii) by each of our officers and directors; and (iii) by all of our officers and directors as a group. Unless otherwise specified, the address of each of the persons set forth below is in care of the Company, Flat/RM 1209 Block 1, 33 Canton Road, Tsim Sha Tsui, Hong Kong.

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			Amount and
			Nature of
			Beneficial	Percent of
Name and Address of Beneficial Owner	Office, If Any	Title of Class	Ownership(1)	Class(2)
Officers and Directors
Hao Tang(3)	Chief Executive Officer	Common stock,	24,587,299	80.80%
		$0.001 par value
Yue Yuen Chan	Chief Financial Officer	Common stock,	0	0
		$0.001 par value
Jian Qin Huang	Director	Common stock,	0	0
		$0.001 par value
Ricky Wai Lam Lai	Director	Common stock,	0	0
		$0.001 par value
Tak Wah Tam	Director	Common stock,	0	0
		$0.001 par value
Chi Man Lo	Director	Common stock,	0	0
		$0.001 par value
Yousuf Rashed Al Marshoudi	Director	Common stock,	0	0
		$0.001 par value
Sultan Mohamed R. Alshara	Director	Common stock,	0	0
		$0.001 par value
Terry G. Bowering	Former President, Chief Executive Officer and Director	Common stock, $0.001 par value	2,000,000	6.57%
All officers and directors as a group (8 persons named above)		Common stock, $0.001 par value	24,587,299	87.37%
5% Security Holders
Goldenway Investments	--	Common stock,	24,587,299	80.80%
Holdings Limited (3)		$0.001 par value

(1)	Beneficial Ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Each of the beneficial owners listed above has direct ownership of and sole voting power and investment power with respect to the shares of our common stock.
(2)	Based on 30,457,299 shares of common stock issued and outstanding after the closing of the share exchange transaction.
(3)	Mr. Hao Tang, our Chief Executive Officer, is deemed to be the beneficial owner of the shares held by Goldenway Investments, our controlling stockholder, because Goldenway Investments is owned and controlled by SMP Trustees (NZ) Limited of which Mr. Tang is the sole trustee.

Changes in Control

We do not currently have any arrangements which if consummated may result in a change of control of our Company.

DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Directors and Executive Officers

The following sets forth information about our directors and executive officers as of the date of this report:

Name	Age	Position
Hao Tang	40	Chief Executive Officer
Yue Yuen Chan	36	Chief Financial Officer
Jian Qin Huang(1)	48	Director
Ricky Wai Lam Lai	48	Director
Tak Wah Tam(1)	45	Director
Chi Man Lo(1)	49	Director
Yousuf Rashed Al Marshoudi(1)	31	Director
Sultan Mohamed R. Alshara(1)	34	Director
Terry G. Bowering(2)	51	Former President, Chief Executive Officer and Director

_________________

(1)	Will become a director effective upon the 10th day following our mailing of the Information Statement to our stockholders.
(2)	On September 30, 2011, Mr. Bowering resigned from his position as our sole officer, effective immediately, and from his  position as a director, effective as of the 10th day following our mailing of the Information Statement to our stockholders.

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Mr. Hao Tang: Mr. Tang has been our Chief Executive Officer since September 30, 2011. He is also the Chief Executive Officer of Goldenway Investments since April 2009. Prior to this employment with the Company, he was Director of Marketing at Cyberlink Pacific Limited from January 2005 until January 2008, Cyberlink Pacific Limited is an information technology company specialized in Voice-Over-IP and electronic commerce solution. From March 2001 until September 2004, Mr. Tang served as Branch Manager for the China Netcom Group Corporation in Shenzhen. Mr. Tang obtained his Bachelor degree in Computer Science at the Xiamen University in Xiaman, People’s Republic of China.

Mr. Yue Yuen Chan: Mr. Chan has been our Chief Financial Officer since September 30, 2011. Prior to this employment he served as Group Finance Director for ASA Holding Limited, responsible for the full service of financial services from the period of December 2009 until June 2011. From August 2007 until November 2009, Mr. Chan was the head of group Finance and Risk for Sunshine Partners Financial Holdings Limited, a Hong Kong Listed Company. Mr. Chan obtained his Master degree in Practicing Accounting at the Monash University in 2000. Mr. Chan is an International Affiliate of the Hong Kong Institute of Certified Public Accountants. He is also a member of the Taxation Institute of Hong Kong and Certified Tax Adviser.

Mr. Jian Qin Huang: Mr. Huang was appointed to serve as our Director, effective as of 10^th day following the mailing of the Information Statement, and has served as a Director of Goldenway Precious Metals since February 2011. Prior to this, he served as a consultant at Citistar Financial from 2002 until 2011. From 1983 until 1989, he was the operation Controller for Guangzhou Huang pu Power Station. Mr. Huang holds a degree in Electrical Engineering and it Automation from Hon Hai University.

Mr. Ricky Wai Lam Lai: Mr. Lai was appointed to serve as our Director, effective as of 10^th day following the mailing of the Information Statement, and has served as a Director of Goldenway Precious Metals since December 2009. Prior to this, he was responsible for the setup and management of stock brokerage operations for Grand Capital Asia Ltd in February 2008. From July 2006 until February 2008, he was Director of the Wealth management Department for Prudential Brokerage. From 1986 until 2006, Mr. Lai, held various stock broking and securities trading position with various Companies. Mr. Lai obtained his Master of Science in Accounting and Finance from London School of Economics & Political Science in 1990. He also holds a Bachelor degree in Social Sciences from the University of Hong Kong. Since 2003, Mr. Lai is a Chartered International Investment Analyst.

Mr. Tak Wah Tam: Mr. Tam will become a member of our board of directors on the 10^th day following our mailing of the Information Statement to our stockholders. He is a fellow member of the Hong Kong Institute of Certified Public Accountants and a fellow member of the Association of Chartered Certified Accountants of the United Kingdom. Mr. Tam has over 20 years of experience in accounting, corporate finance and corporate development. From September 2009, Mr Tam is an executive director of New Smart Energy Group Limited, independent non-executive director of Siberian Mining Group Company Limited and Tech Pro Technology Development Limited, all companies are listed on the Main Board of the Stock Exchange and was an independent non-executive director of National Arts Holdings Limited, a company listed on the GEM Board of the Stock Exchange during the period from November 2004 to June 2009. Prior to this, from July 2006 until August 2009, Mr Tam was the Investment Director for Wo Cheong Holding Limited, a private company engaged in direct investment and M&A in the People’s Republic of China.

Mr. Chi Man Lo: Mr. Lo will become a member of our board of directors on the 10^th day following our mailing of the Information Statement to our stockholders. Mr. Lo is a certified public accountant (practicing) in Hong Kong and was the sole proprietor of Daniel C M Lo & Co from 1991 until its 2009 merger with Akin CPA Limited where he now serves as the senior partner of the combined firm. Mr. Lo is a fellow member of the Association of Chartered Certified Accountants (1989) and the fellow member of the Hong Kong Institute of Certified Public Accountants (1989). He is also a fellow member of the Taxation Institute of Hong Kong (2010). He also holds a degree of Bachelor of Laws from the Beijing University, the peoples’ Republic of China (1997). Mr. Lo has been the Company Secretary of Vedan International (Holdings) Limited (#2317), a company listed on the Main Board in Hong Kong since 2003.

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Mr. Yousuf Rashed Al Marshoudi: Mr. Al Marshoudi will become a member of our board of directors on the 10^th day following our mailing of the Information Statement to our stockholders. Since September 2009, Mr. Al Marshoudi is a Senior Manager of Ajman Bank in Dubai, leading and mentoring a team of staff of a complete branch of the bank. Prior this, he was a branch Manager for the Emirates Bank for the Dubai and Fujairah Branch from December 2004 until January 2009. Mr. Al Marshoudi holds Bachelor degree in Business Information Systems from Bedhordshire University in the United Kingdom.

Mr. Sultan Mohamed R. Alshara: Mr. Alshara will become a member of our board of directors on the 10^th day following our mailing of the Information Statement to our stockholders. He is currently a branch coordinator for the Abu Dhabi Securities Market, since January 2003. He is also a community coordinator of the Fujairah Women’s college since May 2003. Mr. Sultan Mohamed R. Alshara holds a Masters Degree in Strategic Marketing, and a Bachelors Degree in Finance and Banking from the UAE University. He has been a Certified Financial Consultant with the USA Institute of Financial Consultants since January 2005.

Terry G. Bowering: Mr. Bowering served as our President and Chief Executive Officer from September 2007 until his resignation on September 30, 2011, and will serve as a member of our board of directors until the 10th day following our mailing of the Information Statement to our stockholders. Since 2003, Mr. Bowering has also served as Managing Director and General Manager of China Doll Foods Ltd. (formerly Fastserve Foods Inc.), in Regina, Saskatchewan, Canada, where he oversees the daily business operations of China Doll’s restaurants and food services, as well as the corporate development and administrative duties for Allstar Restaurants. Prior to that, Mr. Bowering served, from 1999 to 2003, as a Director and Chief Executive Officer of Netforce Systems Inc., an Internet Services company, based in Antigua, West Indies. Mr. Bowering holds a Bachelor’s Degree in Finance from the University of Regina, and a Masters Degree in Business Administration from the University of Saskatchewan, Canada. Mr. Bowering currently resides in Regina, Canada.

Qualifications, Attributes, Skills and Experience Represented on the Board

The Board has identified particular qualifications, attributes, skills and experience that are important to be represented on the Board as a whole, in light of the Company’s current needs and business priorities, the Board believes that a diversity of professional experiences in the information technology, investment and stock trading industries, and knowledge of U.S. capital markets and of U.S. accounting and financial reporting standards should be represented on the Board. Set forth below is a tabular disclosure summarizing some of the specific qualifications, attributes, skills and experiences of our directors.

Director	Titles	Material Qualifications
Hao Tang	Chief Executive Officer	Bachelor degree in Computer Science
		Experience in management, marketing and information technology industries
Jian Qin Huang	Director	Expertise in business management
		Knowledge of the financial industry
Ricky Wai Lam Lai	Director	Master of Science in Accounting and Finance
		Experience in business management
		Over 15 years’ experience in stock trading and brokerage services
		Knowledge of U.S. accounting and financial reporting standards
Tak Wah Tam	Director	Independent director of several Hong Kong listed companies
		Over 20 years’ experience in accounting, corporate finance and corporate development
Chi Man Lo	Director	Expertise in business management
		Knowledge of Hong Kong Stock Exchange (HKSE) compliance procedures gained as secretary of a HKSE listed company
		Knowledge of accounting
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Yousuf Rashed Al Marshoudi	Director	Bachelor degree in Business Information Systems
		Experience in the financial industry
Sultan Mohamed R. Alshara	Director	Master’s degree in strategic marketing
		Experience in the financial industry and knowledge of U.S. capital markets

Family Relationships

There are no family relationships among any of our officers or directors.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past ten years:

• been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

• had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

• been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

• been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

• been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

• been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Except as set forth in our discussion below in “Certain Relationships and Related Transactions, and Director Independence – Transactions with Related Persons,” none of our directors, director nominees or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

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EXECUTIVE COMPENSATION

Summary Compensation Table — Fiscal Years Ended December 31, 2010 and 2009

The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to the named persons for services rendered in all capacities during the noted periods. None of our executive officers received total annual salary and bonus compensation in excess of $100,000.

				Stock	Option	All Other
	Fiscal	Salary	Bonus	Awards	Awards	Compensation	Total
Name and Principal Position	Year	($)	($)	($)	($)	($)	($)
Hao Tang,	2010	-	0	0	0	0	-
Chairman and CEO (1)	2009	-	0	0	0	0	-
Terry G. Bowering,	2010	0	-	-	-	-	-
former CEO (2)	2009	0	-	-	-	-	-

(1)

On September 30, 2011, we acquired Goldenway Precious Metals in a transaction that was structured as a share exchange and in connection with that transaction, Mr. Tang became our Chairman and Chief Executive Officer, effective immediately. Prior to the effective date of the acquisition, Mr. Tang served in the same capacity at Goldenway Precious Metals. The annual, long term and other compensation shown in this table include the amount Mr. Tang received from Goldenway Precious Metals prior to the consummation of the acquisition.

(2)

Upon closing of the acquisition of Goldenway Precious Metals on September 30, 2011, Mr. Bowering resigned from all offices he held with us effective immediately, and from his position as our director effective as of the tenth day following the mailing of the Information Statement to our stockholders.

There was no cash or non-cash compensation awarded to, earned by or paid to our named executive officers for services rendered during the years ended December 31, 2010 and 2009.

Employment Agreements

On September 30, 2011, we entered into a two -year employment agreement with Hao Tang to serve as our Chief Executive Officer. The agreement provides for an annual salary of HKD380,000 (approximately, $48,830) and is eligible to earn an annual bonus and warrants, in such amount, if any, is subject to be determined by the Board of Directors.

On September 30, 2011, we entered into a two-year employment agreement with Yue Yuen Chan to serve as our Chief Financial Officer. The agreement provides for an annual base salary of not less than HKD600,000 (approximately, $77,101) and is eligible to earn an annual bonus and warrants, in such amount, if any, is subject to be determined by the Board of Directors.

Outstanding Equity Awards at Fiscal Year End

For the year ended December 31, 2010, no director or executive officer has received compensation from us pursuant to any compensatory or benefit plan. There is no plan or understanding, express or implied, to pay any compensation to any director or executive officer pursuant to any compensatory or benefit plan.

Compensation of Directors

No member of our Board of Directors received any compensation for his services as a director during the year ended December 31, 2010.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Transactions with Related Persons

The following includes a summary of transactions since the beginning of the year of 2009, or any currently proposed transaction, in which we were or are to be a participant and the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years, and in which any related person had or will have a direct or indirect material interest (other than compensation described under “Executive Compensation”). We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid or received, as applicable, in arm’s-length transactions.

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• On September 30, 2011, we acquired Goldenway Precious Metals from its sole shareholder, Goldenway Investment, whereby we acquired 100% of the issued and outstanding capital stock of Goldenway Precious Metals, in exchange for 24,587,299 shares of our common stock, par value $0.001, which constituted 80.80% of our issued and outstanding capital stock on a fully-diluted basis as of and immediately after the consummation of transactions contemplated by the share exchange agreement.

• Our electronic precious metals trading platform was developed for our exclusive use by Shenzhen Gateway Technology Limited, or Gateway, a PRC-based IT services provider in which our Chief Executive Officer, Mr. Tang, holds a 29% equity interest.  Pursuant to a software development contract, dated March 26, 2010, between us and Gateway, the intellectual property rights to the trading platform are owned jointly by both parties, but Gateway cannot use or share the technology without our written authorization.  If Gateway violates this provision, Gateway will be subject to a fine of HK$200,000 (approximately $25,786).  Under the terms of the agreement, Gateway assists us in the ongoing operation, maintenance and development of the platform in exchange for annual service fee of HK$6,000,000 (approximately, $773,584).. During the six months ended June 30, 2011 and 2010, the Company incurred $64,251 and $nil, respectively, in IT service fees to Gateway. During the fiscal year ended December 31, 2010, the Company paid Gateway HK$5 million (approximately, $643,633) to develop the trading platform which was recorded as an intangible asset, and also incurred HK$750,000 (approximately, $96,545) in IT maintenance fees to Gateway which was recorded as data processing and service fees under statements of operations and comprehensive income. As at December 31, 2010, the Company had prepaid $32,130 to Gateway for future IT services.

• ICICLE Technology Limited, or ICICLE, is a PRC-based IT service provider, and was owned and controlled by Dinglong Lu, who was a senior IT manager of Goldenway Investments. Dinglong Lu sold all of his shares in ICICLE in April 2010. During the six months ended June 30, 2010, the Company paid ICICLE $475,675 for IT services. During the fiscal years ended December 31, 2010 and 2009, the Company paid ICICLE $475,604 and $455,894, respectively, for IT services and recorded the expenses as data processing and service fees under statements of operations and comprehensive income. As at December 31, 2009, the Company had $105,586 to ICICLE for future IT services and ICICLE has provided the services.

• Goldenway Investments is the former parent of Goldenway Precious Metals and is now our controlling stockholder. On January 1, 2010, Goldenway Precious Metals entered into a management fee agreement with Goldenway Investments, pursuant to which Goldenway Investments provides management services to Goldenway Precious Metals in exchange for management fees based on the actual operating cost incurred by Goldenway Investments, plus a mark-up rate on certain operational costs. The management fee is payable on an annual basis or on demand after provision of management services by the Goldenway Investments. During the six months ended June 30, 2011 and 2010, Goldenway Precious Metals incurred $4,299,786 and $900,989, respectively, in management fees under this agreement, and during the fiscal year ended December 31, 2010, Goldenway Precious Metals incurred $5,199,457 in management fees to Goldenway Investments.

• Prior to our acquisition of Goldenway Precious Metals, it had loaned funds to Goldenway Investments, pursuant to a verbal agreement. The loan was unsecured, interest-free, with no fixed terms of repayments and repayable on demand. As at June 30, 2011, December 31, 2010 and December 31, 2009, Goldenway Investments owes Goldenway Precious Metals $6,786,676, $13,981,565 and $4,426, respectively. The loan was repaid in full in September 2011.

• Goldenway Investments (HK) Limited, or Goldenway HK, is a Hong Kong company owned and controlled by our controlling stockholder, Goldenway Investments, and is engaged in the brokerage and trade of security and futures contracts. The Company entered into a marketing agreement with Goldenway HK on October 1, 2009, pursuant to which Goldenway HK charges the Company an annual fee of approximately HK$5.4 million (approximately, $690,000). During the six months ended June 30, 2011 and 2010, the Company incurred $346,955 and $347,439, respectively, in consulting fees to Goldenway HK, and during the fiscal years ended December 31, 2010 and 2009, the Company incurred $695,124 and $174,162, respectively, in consulting fees to Goldenway HK, for marketing and advertising services. During 2009, the Company also borrowed $594,698 in funds from Goldenway HK, but as at December 31, 2010, all such funds had been repaid.

• On June 30, 2011, the Company declared a one-time aggregate dividend of $14,005,862, or $0.14 per share, on the 100,000,000 shares issued to Goldenway Investments, our controlling stockholder.

• Our Chief Executive Officer, Mr. Hao Tang, traded on the Company’s trading platform during fiscal years 2010 and 2009 and made a profit of $5,310 and $20,444, respectively. His deposit balance in the trading account with the Company as at December 31, 2010 and 2009 was $56,857 and $70,421, respectively. Prior to our acquisition of Goldenway Precious Metals, it had also advanced Mr. Tang an aggregate of $1,023,911, however this amount was repaid as at December 31, 2010.

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All balances with related parties are non-interest bearing and have no fixed terms of repayments.

Interested Transactions Policy and Procedures

Since our acquisition of Goldenway Precious Metals, we have established policies and procedures for the review, approval, or ratification of any transaction with related persons. On January 1, 2012, our Board of Directors adopted the Goldenway, Inc. Interested Transactions Policy and Procedures (the “Policy”). Under the Policy, all Interested Transactions are subject to approval or ratification in accordance with the procedures set forth in the Policy and summarized below. The Policy defines an “Interested Transaction” as any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships (including any indebtedness or guarantee of indebtedness) in which (1) the aggregate amount involved will or may be expected to exceed $100,000 in any calendar year, (2) the Company is a participant, and (3) any Related Party has or will have a direct or indirect interest (other than solely as a result of being a director or a less than 10 percent beneficial owner of another entity). A “Related Party” is defined as any (a) person who is or was (since the beginning of the last fiscal year for which the Company has filed a Form 10-K, proxy statement or other disclosure including the information required by Form 10, even if they do not presently serve in that role) an executive officer, director or nominee for election as a director, (b) greater than 5 percent beneficial owner of the Company’s common stock, or (c) immediate family member of any of the foregoing.

Under the Policy, the Board of Directors, or a committee established by the Board of Directors, must review the material facts of all Interested Transactions that require approval or ratification under the Policy and either approve or disapprove entry into the Interested Transaction, subject to the exceptions described below. If advance Board approval of an Interested Transaction is not feasible, then the Interested Transaction shall be considered and, if the Board determines it to be appropriate, ratified at the Board’s next regularly scheduled meeting.

In determining whether to approve or ratify an Interested Transaction, the Board will take into account, among other factors it deems appropriate, whether the Interested Transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the Related Party’s interest in the transaction. Under the Policy, no director may participate in any discussion or approval of an Interested Transaction for which he or she is a Related Party, except that such director may provide all material information concerning the Interested Transaction to the Board.

If an Interested Transaction will be ongoing, the Board may establish guidelines for our management to follow in its ongoing dealings with the Related Party. Thereafter, the Board, on at least an annual basis, must review and assess ongoing relationships with the Related Party to see that they are in compliance with the Board’s guidelines and that the Interested Transaction remains appropriate.

Standing Pre-Approval for Certain Interested Transactions

The Board has reviewed the types of Interested Transactions described below and determined that each of the following Interested Transactions shall be deemed to be pre-approved by the Board, even if the aggregate amount involved will exceed $100,000.

a. Employment of Executive Officers. Any employment by the Company of an executive officer if (a) the related compensation is required to be reported in our proxy statement under Item 402 of the SEC’s compensation disclosure requirements; or (b) the executive officer is not an immediate family member of another executive officer or director of the Company, the related compensation would be reported in our proxy statement under Item 402 of the SEC’s compensation disclosure requirements if the executive officer was a “named executive officer,” and the Board or a compensation

b. Director Compensation. Any compensation paid to a director if the compensation is required to be reported in our proxy statement under Item 402 of the SEC’s compensation disclosure requirements;

c. Certain Transactions with other Companies. Any transaction with another company at which a Related Party’s only relationship is as an employee (other than an executive officer), director or beneficial owner of less than 10% of that company’s shares, if the aggregate amount involved does not exceed the greater of $1,000,000, or 2 percent of that company’s total annual revenues;

d. Certain Company Charitable Contributions. Any charitable contribution, grant or endowment by the Company to a charitable organization, foundation or university at which a Related Party’s only relationship is as an employee (other than an executive officer) or a director, if the aggregate amount involved does not exceed the lesser of $1,000,000, or 2 percent of the charitable organization’s total annual receipts;

e. Transactions Where All Shareholders Receive Proportional Benefits. Any transaction where the Related Party’s interest arises solely from the ownership of our common stock and all holders of our common stock received the same benefit on a pro rata basis (e.g. dividends).

f. Transactions Involving Competitive Bids. Any transaction involving a Related Party where the rates or charges involved are determined by competitive bids.

g. Regulated Transactions. Any transaction with a Related Party involving the rendering of services as a common or contract carrier, or public utility, at rates or charges fixed in conformity with law or governmental authority.

h.Certain Banking-Related Services. Any transaction with a Related Party involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture, or similar services.

In addition to the foregoing Interested Transactions, the board of directors has delegated to the Chief Financial Officer and Chief Executive Officer the authority to pre-approve or ratify (as applicable  any Interested Transaction with a Related Party in which the aggregate amount involved is expected to be less than $250,000. In connection with each regularly scheduled meeting of the Board, a summary of each new Interested Transaction pre-approved by the Chief Financial Officer and Chief Executive Officer must be provided to the Board for its review.

Promoters and Certain Control Persons

We did not have any promoters at any time during the past five fiscal years.

Director Independence

Each of Tak Wah Tam, Chi Man Lo, Yousuf Rashed Al Marshoudi and Sultan Mohamed R. Alshar were appointed to serve on our board of directors, effective as of 10^th day following the mailing of the Information Statement. Each of Messrs. Tam, Lo, Marshoudi and Alshar are independent directors, as the term “independent” is defined by the rules of the Nasdaq Stock Market.

LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse affect on our business, financial condition or operating results.

MARKET PRICE AND DIVIDENDS ON OUR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Our common stock is quoted on the OTCQB Market under the symbol “CYIX.” Historically, there has not been an active trading market for our common stock. The following table sets forth, for the periods indicated, the high and low closing prices of our common stock. These prices reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.

		Closing Bid Prices(1)
		High		Low
Fiscal year ended December 31, 2011
1st Quarter	$	N/A	$	N/A
2nd Quarter		2.00		0.60
3rd Quarter (through September 30, 2011 )		0.75		0.51
Fiscal year ended December 31, 2010
1st Quarter	$	N/A	$	N/A
2nd Quarter		0.20		0.10
3rd Quarter		0.30		0.30
4th Quarter		N/A		N/A

Holders

As of September 30, 2011 there were approximately 46 stockholders of record of our common stock. This number does not include shares held by brokerage clearing houses, depositories or others in unregistered form.

Dividends

On June 30, 2011, the Company declared a one-time aggregate dividend of $14,005,862, or $0.14 per share on the 100,000,000 shares issued to Goldenway Investments, our controlling stockholder. Any decisions regarding the additional declaration of dividends will be made by our board of directors. We currently intend to retain and use any future earnings for the development and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future. Our board of directors has complete discretion on whether to pay dividends, subject to the approval of our stockholders. Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant.

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Securities Authorized for Issuance under Equity Compensation Plans

We do not have in effect any compensation plans under which our equity securities are authorized for issuance and we do not have any outstanding stock options.

RECENT SALES OF UNREGISTERED SECURITIES

Reference is made to the disclosure set forth Item 3.02 of this report, which disclosure is incorporated by reference into this section.

DESCRIPTION OF SECURITIES

Common Stock

We are authorized to issue up to 75,000,000, shares of common stock, par value $0.001 per share. Each outstanding share of common stock entitles the holder thereof to one vote per share on all matters. Our bylaws provide that any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the board of directors. Stockholders do not have pre-emptive rights to purchase shares in any future issuance of our common stock.

The holders of shares of our common stock are entitled to dividends out of funds legally available when and as declared by our board of directors. Our board of directors has never declared a dividend and does not anticipate declaring a dividend in the foreseeable future. Should we decide in the future to pay dividends, as a holding company, our ability to do so and meet other obligations depends upon the receipt of dividends or other payments from our operating subsidiary and other holdings and investments. In addition, our operating subsidiary in the PRC, from time to time, may be subject to restrictions on their ability to make distributions to us, including as a result of restrictive covenants in loan agreements, restrictions on the conversion of local currency into U.S. dollars or other hard currency and other regulatory restrictions. In the event of our liquidation, dissolution or winding up, holders of our common stock are entitled to receive, ratably, the net assets available to stockholders after payment of all creditors.

All of the issued and outstanding shares of our common stock are duly authorized, validly issued, fully paid and non-assessable. To the extent that additional shares of our common stock are issued, the relative interests of existing stockholders will be diluted.

Anti-takeover Effects of Our Articles of Incorporation and By-laws

Our articles of incorporation and bylaws contain certain provisions that may have anti-takeover effects, making it more difficult for or preventing a third party from acquiring control of the Company or changing its board of directors and management. According to our bylaws and articles of incorporation, neither the holders of the Company's common stock nor the holders of the Company's preferred stock have cumulative voting rights in the election of our directors. The combination of the present ownership by a few stockholders of a significant portion of the Company's issued and outstanding common stock and lack of cumulative voting makes it more difficult for other stockholders to replace the Company's board of directors or for a third party to obtain control of the Company by replacing its board of directors.

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Anti-takeover Effects of Nevada Law

Business Combinations

The “business combination” provisions of Sections 78.411 to 78.444, inclusive, of the Nevada Revised Statutes, or NRS, prohibit a Nevada corporation with at least 200 stockholders from engaging in various “combination” transactions with any interested stockholder: for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the transaction is approved by the board of directors prior to the date the interested stockholder obtained such status; or after the expiration of the three-year period, unless:

• the transaction is approved by the board of directors or a majority of the voting power held by disinterested stockholders, or

• if the consideration to be paid by the interested stockholder is at least equal to the highest of: (a) the highest price per share paid by the interested stockholder within the three years immediately preceding the date of the announcement of the combination or in the transaction in which it became an interested stockholder, whichever is higher, (b) the market value per share of common stock on the date of announcement of the combination and the date the interested stockholder acquired the shares, whichever is higher, or (c) for holders of preferred stock, the highest liquidation value of the preferred stock, if it is higher.

A “combination” is defined to include mergers or consolidations or any sale, lease exchange, mortgage, pledge, transfer or other disposition, in one transaction or a series of transactions, with an "interested stockholder" having:

(a) an aggregate market value equal to 5% or more of the aggregate market value of the assets of the corporation, (b) an aggregate market value equal to 5% or more of the aggregate market value of all outstanding shares of the

corporation, or (c) 10% or more of the earning power or net income of the corporation.

In general, an “interested stockholder” is a person who, together with affiliates and associates, owns (or within three years, did own) 10% or more of a corporation's voting stock. The statute could prohibit or delay mergers or other takeover or change in control attempts and, accordingly, may discourage attempts to acquire our company even though such a transaction may offer our stockholders the opportunity to sell their stock at a price above the prevailing market price.

Our articles of incorporation state that we have elected not to be governed by the “business combination” provisions, therefore such provisions currently do not apply to us.

Control Share Acquisitions

The “control share” provisions of Sections 78.378 to 78.3793, inclusive, of the NRS, which apply only to Nevada corporations with at least 200 stockholders, including at least 100 stockholders of record who are Nevada residents, and which conduct business directly or indirectly in Nevada, prohibit an acquirer, under certain circumstances, from voting its shares of a target corporation's stock after crossing certain ownership threshold percentages, unless the acquirer obtains approval of the target corporation's disinterested stockholders. The statute specifies three thresholds: one-fifth or more but less than one-third, one-third but less than a majority, and a majority or more, of the outstanding voting power. Once an acquirer crosses one of the above thresholds, those shares in an offer or acquisition and acquired within 90 days thereof become “control shares” and such control shares are deprived of the right to vote until disinterested stockholders restore the right. These provisions also provide that if control shares are accorded full voting rights and the acquiring person has acquired a majority or more of all voting power, all other stockholders who do not vote in favor of authorizing voting rights to the control shares are entitled to demand payment for the fair value of their shares in accordance with statutory procedures established for dissenters' rights.

Our articles of incorporation state that we have elected not to be governed by the “control share” provisions, therefore, they currently do not apply to us.

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Transfer Agent and Registrar

Our independent stock transfer agent is TranShare Corporation. Their mailing address is 5105 DTC Parkway, Suite 325, Greenwood Village, CO 80111, and their phone number is (303) 662-1112.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 78.138 of the NRS provides that a director or officer will not be individually liable unless it is proven that (i) the director's or officer's acts or omissions constituted a breach of his or her fiduciary duties, and (ii) such breach involved intentional misconduct, fraud or a knowing violation of the law.

Section 78.7502 of NRS permits a company to indemnify its directors and officers against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with a threatened, pending or completed action, suit or proceeding if the officer or director (i) is not liable pursuant to NRS 78.138 or (ii) acted in good faith and in a manner the officer or director reasonably believed to be in or not opposed to the best interests of the corporation and, if a criminal action or proceeding, had no reasonable cause to believe the conduct of the officer or director was unlawful.

Section 78.751 of NRS permits a Nevada company to indemnify its officers and directors against expenses incurred by them in defending a civil or criminal action, suit or proceeding as they are incurred and in advance of final disposition thereof, upon receipt of an undertaking by or on behalf of the officer or director to repay the amount if it is ultimately determined by a court of competent jurisdiction that such officer or director is not entitled to be indemnified by the company. Section 78.751 of NRS further permits the company to grant its directors and officers additional rights of indemnification under its articles of incorporation or bylaws or otherwise.

Section 78.752 of NRS provides that a Nevada company may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee or agent of the company, or is or was serving at the request of the company as a director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise, for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee or agent, or arising out of his status as such, whether or not the company has the authority to indemnify him against such liability and expenses.

Our Articles of Incorporation provide that no director or officer of the Company will be personally liable to the Company or any of its stockholders for damages for breach of fiduciary duty as a director or officer; provided, however, that the foregoing provision shall not eliminate or limit the liability of a director or officer (i) for acts or omissions which involve intentional misconduct, fraud or knowing violation of law, or (ii) the payment of dividends in violation of Section 78.300 of NRS. In addition, our Bylaws implement the indemnification and insurance provisions permitted by Chapter 78 of the NRS by providing that:

• The Company shall indemnify its directors to the fullest extent permitted by the NRS and may, if and to the extent authorized by the board of directors, so indemnify its officers and any other person whom it has the power to indemnify against liability, reasonable expense or other matter whatsoever.

• The Company may at the discretion of the board of directors purchase and maintain insurance on behalf of any person who holds or who has held any position identified in the paragraph above against any and all liability incurred by such person in any such position or arising out of his status as such.

Insofar as indemnification by us for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling the company pursuant to provisions of our articles of incorporation and bylaws, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification by such director, officer or controlling person of us in the successful defense of any action, suit or proceeding is asserted by such director, officer or controlling person in connection with the securities being offered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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At the present time, there is no pending litigation or proceeding involving a director, officer, employee or other agent of ours in which indemnification would be required or permitted. We are not aware of any threatened litigation or proceeding, which may result in a claim for such indemnification.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

In instances described above where we issued securities in reliance upon Regulation D, we relied upon Rule 506 of Regulation D of the Securities Act. These stockholders who received the securities in such instances made representations in substance that (a) the stockholder is acquiring the securities for his, her or its own account for investment and not for the account of any other person and not with a view to or for distribution, assignment or resale in connection with any distribution within the meaning of the Securities Act, (b) the stockholder agrees not to sell or otherwise transfer the purchased shares unless they are registered under the Securities Act and any applicable state securities laws, or an exemption or exemptions from such registration are available, (c) the stockholder has knowledge and experience in financial and business matters such that he, she or it is capable of evaluating the merits and risks of an investment in us, (d) the stockholder had access to all of our documents, records, and books pertaining to the investment and was provided the opportunity ask questions and receive answers regarding the terms and conditions of the offering and to obtain any additional information which we possessed or were able to acquire without unreasonable effort and expense, and (e) the stockholder has no need for the liquidity in its investment in us and could afford the complete loss of such investment. Management made the determination that the investors in instances where we relied on Regulation D are accredited investors (as defined in Regulation D) based upon management's inquiry into their sophistication and net worth. In addition, there was no general solicitation or advertising for securities issued in reliance upon Regulation D.

In instances described above where we indicate that we relied upon Section 4(2) of the Securities Act in issuing securities, our reliance was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there were only a limited number of offerees; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the negotiations for the sale of the stock took place directly between the offeree and us.

ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT

Reference is made to the disclosure set forth under Item 2.01 of this report, which disclosure is incorporated herein by reference.

As a result of the closing of the acquisition of Goldenway Precious Metals, Goldenway Investment, its former shareholder acquired 80.80% of the total outstanding shares of our common stock and 80.80% total voting power of all our outstanding voting securities.

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

Upon the closing of the Share Exchange Agreement on September 30, 2011, our sole director and officer, submitted a resignation letter pursuant to which he resigned from all offices that he held effective immediately and from his position as our director that will become effective on the tenth day following our mailing of the Information Statement to our stockholders, which will be mailed on or about September 30, 2011. The resignation of Mr. Bowering was not in connection with any known disagreement with us on any matter.

On the same date, our board of directors increased its size from one to seven members and appointed Hao Tang, Jian Qin Huang, Ricky Wai Lam Lai, Tak Wah Tam, Chi Man Lo, Yousuf Rashed Al Marshoudi, and Sultan Mohamed R. Alshara to fill the vacancies created by such increase and Mr. Bowering’s resignation. Mr. Tang’s appointment became effective upon the closing of the acquisition on September 30, 2011, and the remaining appointments will become effective upon the tenth day following our mailing of the Information Statement to our stockholders. In addition, our board of directors appointed Hao Tang, to serve as our Chief Executive Office and Yue Yuen Chan to serve as our Chief Financial Officer, effective immediately at the closing of the acquisition.

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For certain biographical and other information regarding the newly appointed officers and directors, see the disclosure under Item 2.01 of this report, which disclosure is incorporated herein by reference.

ITEM 5.03 AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

On September 30, 2011, our board of directors approved a change in our fiscal year end from June 30 to December 31. These changes are being effectuated in connection with the reverse acquisition transaction described in Item 2.01 above.

ITEM 5.06 CHANGE IN SHELL COMPANY STATUS

Reference is made to the disclosure set forth under Item 2.01 and 5.01 of this report, which disclosure is incorporated herein by reference.

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On September 30, 2011, Goldenway Investments Holdings Limited, being the record holder of 24,587,299 shares of our common stock, constituting 80.80% of the issued and outstanding shares of our common stock, the sole class of our voting securities, adopted and approved an amendment and restatement of our Articles of Incorporation to, among other things, implement a 1-for-0.481752 reverse split and to change the name of the Company to “Goldenway Precious Metals, Inc.” On such date, we had 30,430,596 shares of common stock issued and outstanding with the holders thereof being entitled to cast one vote per share.

Our board of directors approved the amendment and recommended it for submittal to stockholders on September 30, 2011. We intend to file the requisite Information Statement on Schedule 14C, pursuant to Section 14(c) of the Exchange Act and the regulations promulgated thereunder, with the SEC within a week. The amendment will become effective upon filing of Amended and Restated Articles of Incorporation with the Nevada Secretary of State, which will be filed approximately twenty (20) days after such Information Statement is first mailed to our stockholders.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements of Business Acquired

Filed herewith are:

• Unaudited condensed consolidated financial statements of Goldenway Precious Metals for the six months ended June 30, 2011 and 2010.

• Audited consolidated financial statements of Goldenway Precious Metals for the fiscal years ended December 31, 2010 and 2009.

(b) Pro Forma Financial Information

Filed herewith is unaudited pro forma combined financial information of Goldenway, Inc. (formerly, Cyber Informatix, Inc.) and its subsidiary.

(d) Exhibits

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Exhibit No.	Description
2.1*	Share Exchange Agreement, dated September 30, 2011, by and among, Cyber Informatix, Inc., Goldenway Precious Metals Limited, Goldenway Investments Holdings Limited and the Controlling Stockholders of Cyber Informatix, Inc.
3.1	Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Form S-1 filed on October 22, 2008).
3.2	Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company's Form S-1 filed on October 22, 2008).
10.1*	Tenancy Agreement, dated March 30, 2010, between Wide Harvest Investment Limited and Goldenway Precious Metals Limited
10.2*	Tenancy Agreement, dated June 29, 2009, between Harbour City Estates Limited and Goldenway Precious Metals
10.3*	Tenancy Agreement, dated November 15, 2010, between Harbour City Estates Limited and Goldenway Precious Metals Limited
10.4*	Client Agreement, dated September 30, between Goldenway Precious Metals Limited and Goldenway Investment (HK) Limited
10.5	English translation of Software Development Contract, dated March 26, 2010, between Goldenway Precious Metals Limited and Shenzhen Gateway Technology Co., Ltd. (incorporated by reference to Exhibit 10.5 of the Company’s current report on Form 8-K filed on October 6, 2011)
10.6	Executive Employment Agreement, dated September 30, 2011, between Cyber Informatix, Inc.  and Hao Tang (incorporated by reference to Exhibit 10.6 of the Company’s current report on Form 8-K filed on October 6, 2011)
10.7	Executive Employment Agreement, dated September 30, 2011, between Cyber Informatix, Inc. and Yue Yue Chan (incorporated by reference to Exhibit 10.7 of the Company’s current report on Form 8-K filed on October 6, 2011)
10.8	English Translation of Prolocutor Contract, dated October 16, 2009, between Simon Yam and Goldenway Investments Holdings Limited (incorporated by reference to Exhibit 10.8 of the Company’s current report on Form 8-K filed on October 6, 2011)
14.1	Code of Ethics (incorporated by reference to the Company’s Annual Report on Form 10-K filed on September 22, 2011.
21	List of Subsidiaries (incorporated by reference to Exhibit 21 of the Company’s current report on Form 8-K filed on October 6, 2011)

* Filed herewith

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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: January 31, 2012

GOLDENWAY, INC.

By: /s/ Ricky Wai Lam Lai                        
Ricky Wai Lam Lai
Chief Executive Officer

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INDEX TO FINANCIAL STATEMENTS AND PRO FORMA INFORMATION

	Page
UNAUDITED CONDENSED FINANCIAL STATEMENTS	F-1
OF GOLDENWAY PRECIOUS METALS FOR THE SIX MONTHS
ENDED JUNE 30, 2011 AND 2010
Balance Sheets	F-3
Statements of Operations and Other Comprehensive Income	F-4
Statements of Stockholders’ Equity	F-5
Statements of Cash Flows	F-6
Notes to Financial Statements	F-7
AUDITED FINANCIAL STATEMENTS OF GOLDENWAY	F-14
PRECIOUS METALS FOR THE FISCAL YEARS ENDED DECEMBER 31,
2010 AND 2009
Report of Independent Registered Public Accounting Firm	F-16
Balance Sheets	F-17
Statements of Operations and Other Comprehensive Income	F-18
Statements of Stockholders’ Equity	F-19
Statements of Cash Flows	F-20
Notes to Financial Statements	F-21
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS	PF-1
Unaudited Pro Forma Combined Statement of Operations and Comprehensive Income	PF-3
Unaudited Pro Forma Combined Balance Sheet	PF-4
Notes to Pro Forma Combined Financial Statements	PF-5

Goldenway Precious Metals Limited

Unaudited Interim Condensed Financial Statements

For the Six Months ended June 30, 2011

(Unaudited)

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Goldenway Precious Metals Limited
Table of Contents
For the six months ended June 30, 2011
	Page
Unaudited Interim Condensed Financial Statements
Balance Sheets	F-3
Statements of Operations and Comprehensive Income	F-4
Statements of Shareholders’ Equity	F-5
Statements of Cash Flows	F-6
Notes to Financial Statements	F-7 - F-13

-F- 2-

Goldenway Precious Metals Limited
Unaudited Interim Condensed Balance Sheets
As at June 30, 2011 and December 31, 2010
(Expressed in US dollars)
		June 30,			December 31,
		2011			2010
ASSETS
Current Assets
Cash	$	4,260,149		$	7,975,652
Cash - restricted		128,512			128,518
Receivables from transfer agents, net of allowance for doubtful
accounts of $121,093 and $Nil as of June 30, 2011 and December
31, 2010 respectively		873,126			479,535
Unrealized profit on open contracts		2,753,559			1,294,188
Other receivables		706,013			359,580
Trading precious metals		1,200,979			783,490
Prepaid expenses		107,574			152,859
Deferred income tax assets		434,296			425,423
		10,464,208			11,599,245
Property and equipment		593,824			423,359
Intangible assets		1,118,051			1,182,367
Prepayment and prepaid expense – long-term		4,797,288			288,383
Due from related party		6,786,676			13,981,565
Total assets	$	23,760,047		$	27,474,919
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Payable to agents and others	$	719,436		$	255,442
Customer deposits		8,203,397			4,381,609
Unrealized losses on open contracts		177,432			364,600
Accrued expenses and other liabilities		1,400,345			1,487,254
Income taxes payable		1,496,701			1,556,292
Deferred income tax liabilities		19,668			19,669
		12,016,979			8,064,866
Deferred income tax liabilities – long-term		118,775			127,540
Total liabilities		12,135,754			8,192,406
COMMITMENTS AND CONTINGENCIES
Shareholders' Equity
Common Stock (par value approximately $0.129, equivalent to
HK$1; 1 billion shares authorized, 100 million shares issued
and outstanding as at June 30, 2011 and December 31, 2010,
respectively)		12,891,577			12,891,577
Accumulated other comprehensive income		(55,057	)		(52,107	)
(Deficit) Retained Earnings		(1,212,227	)		6,443,043
Total shareholders' equity		11,624,293			19,282,513
Total liabilities and shareholders' equity	$	23,760,047		$	27,474,919

The accompanying notes are an integral part of these unaudited interim condensed financial statements.

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Goldenway Precious Metals Limited

Unaudited Interim Condensed Statements of Operations and Comprehensive Income

For The Six Months Ended June 30, 2011 and 2010

(Expressed in US dollars)

		For the Six Months			For the Six Months
		Ended			Ended
		June 30,			June 30,
		2011			2010
REVENUES
Trading revenue	$	18,586,779		$	6,780,197
Fair value change of precious metals		130,417			-
Total revenues		18,717,196			6,780,197
EXPENSES
Management fees		4,299,786			900,989
Trading expenses and commissions		4,046,142			907,846
Employee compensation and benefit		521,460			425,906
General and administrative expenses		554,802			83,008
Selling and marketing expenses		480,239			564,145
Bad debt expense		454,762			-
Occupancy expenses		347,059			203,992
Depreciation and amortization		198,561			62,450
Data processing and service fees		108,157			491,495
Total expenses		11,010,968			3,639,831
Other income		4,738			2,259
INCOME BEFORE INCOME TAXES		7,710,966			3,142,625
INCOME TAXES
Current income tax		1,378,016			535,438
Deferred income tax recovery		(17,642	)		(16,904	)
		1,360,374			518,534
NET INCOME FOR THE PERIOD		6,350,592			2,624,091
OTHER COMPREHENSIVE INCOME
Foreign currency translation		(2,950	)		(25,482	)
COMPREHENSIVE INCOME FOR THE PERIOD	$	6,347,642		$	2,598,609
WEIGHTED AVERAGE SHARES OUTSTANDING
Basic and Diluted		100,000,000			30,000,000
EARNINGS PER SHARE
Basic and Diluted	$	0.06		$	0.09

The accompanying notes are an integral part of these unaudited interim condensed financial statements.

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Goldenway Precious Metals Limited
Unaudited Interim Condensed Statements of Shareholders’ Equity
As at June 30, 2011 and December 31, 2010
(Expressed in US dollars)
	Common Stock
					Retained			Accumulated
	Number of				Earnings/			Comprehensive
	Shares		Par Value		(Deficit)			Income			Totals
BALANCE, December 31, 2010	100,000,000	$	12,891,577	$	6,443,043		$	(52,107	)	$	19,282,513
Net income for the period	-		-		6,350,592			-			6,350,592
Foreign currency translation adjustment	-		-		-			(2,950	)		(2,950	)
Dividend declared	-		-		(14,005,862	)		-			(14,005,862	)
BALANCE, June 30, 2011	100,000,000	$	12,891,577	$	(1,212,227	)	$	(55,057	)	$	11,624,293

The accompanying notes are an integral part of these unaudited interim condensed financial statements.

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Goldenway Precious Metals Limited
Unaudited Interim Condensed Statements of Cash Flows
For The Six Months Ended June 30, 2011 and 2010
(Expressed in US dollars)
		June 30,			June 30,
		2011			2010
CASH FLOWS FROM OPERATING ACTIVITIES
Net income for the period	$	6,350,592		$	2,624,091
Adjustments to reconcile net income to cash provided by operating activities:
Net unrealized (losses) profits		(1,645,421	)		217,176
Depreciation and amortization		198,561			62,450
Fair value change of trading precious metals		(130,417	)		-
Bad debt expense		454,762			-
Deferred income tax		(17,642	)		(27,621	)
(Increase) decrease in assets:
Receivables from transfer agents		(846,953	)		(1,282,690	)
Other receivables		(346,575	)		2,366,596
Precious metals		(286,973	)		(156,118	)
Prepaid expenses		43,994			150,371
(Increase) decrease in liabilities:
Payable to agents and other parties		463,845			176,950
Accrued expenses and other liabilities		(219,168	)		(50,183	)
Customer deposits		3,820,140			2,535,113
Income taxes payable		(60,379	)		546,155
Due to related party		-			(593,195	)
Net cash provided by operating activities		7,778,366			6,569,095
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		(172,369	)		(145,825	)
Purchase of intangible assets		-			(154,569	)
Prepayments on equipment		(4,508,361	)		-
Due from related party		(6,811,855	)		(1,911,439	)
Due from a director		-			1,020,897
Net cash used in investing activities		(11,492,585	)		(1,190,936	)
(DECREASE) INCREASE IN CASH		(3,714,219	)		5,378,159
EFFECT OF EXCHANGE RATE CHANGES ON CASH		(1,284	)		(20,642	)
CASH, beginning of period		7,975,652			1,355,731
CASH, end of period	$	4,260,149		$	6,713,248
SUPPLEMENTAL CASH FLOWS INFORMATION:
Interest received	$	261		$	248

The accompanying notes are an integral part of these unaudited interim condensed financial statements.

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Goldenway Precious Metals Limited

Notes to Unaudited Interim Condensed Financial Statements

For The Six Months Ended June 30, 2011 and 2010

(Expressed in US dollars) 

1. Nature of Operations and Basis of Presentation

Goldenway Precious Metals Limited (the “Company”) was incorporated in Hong Kong on April 7, 2009. The Company has obtained licenses from the Chinese Gold & Silver Society (“CGSE”) and is involved in the provision of brokerage services, dealing of precious metal contracts and trading of precious metals. Its internet trading platform provides a market for customers to trade, on a margin basis, precious metal contracts.

The accompanying unaudited interim condensed financial statements include the accounts of the Company. The accompanying unaudited interim condensed financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

In the opinion of management, all adjustments (consisting of normal recurring items) considered necessary in order to make the interim financials not misleading have been included and all such adjustments are of a normal recurring nature. The results of operations for any interim period are not necessarily indicative of results for the full year.

The unaudited interim condensed financial statements are based on accounting principles that are consistent in all material respects with those applied in the Company’s annual financial statements for the year ended December 31, 2010 (“2010 Financial Statements”); except as disclosed below. They do not include certain footnote disclosures and financial information normally included in annual financial statements prepared in accordance with GAAP and, therefore, should be read in conjunction with the audited financial statements and notes included in the Company's 2010 Financial Statements.

Recently Adopted Accounting Standards

In December 2010, the Financial Accounting Standard Board (“FASB”) issued the amendment “Disclosure of supplementary pro forma information for business combinations”. The FASB amended the existing guidance to require a public entity, which presents comparative financial statements, to disclose revenue and earnings of the combined entity as though the business combination that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendment also expanded the required supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination, which are included in the reported pro forma revenue and earnings. The amendment became effective for the Company on January 1, 2011. The adoption of this amendment did not have a material impact on the Company’s unaudited interim condensed financial statements.

In December 2010, the FASB issued ASU 2010-28 “when to perform step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts”. The FASB amended the existing guidance to modify Step 1 of the goodwill impairment test for a reporting unit with a zero or negative carrying amount. Upon adoption of the amendment, an entity with a reporting unit that has a carrying amount that is zero or negative is required to assess whether it is more likely than not that the reporting unit’s goodwill is impaired. If the entity determines that it is more likely than not that the goodwill of the reporting unit is impaired, the entity should perform Step 2 of the goodwill impairment test for the reporting unit. Any resulting goodwill impairment should be recorded as a cumulative-effect adjustment to beginning retained earnings in the period of adoption. Any goodwill impairments occurring after the initial adoption of the amendment should be included in earnings. This guidance became effective for the Company on January 1, 2011. The adoption of this guidance did not have a material impact on the Company’s unaudited interim condensed financial statements.

-F-7-

Goldenway Precious Metals Limited

Notes to Unaudited Interim Condensed Financial Statements

For The Six Months Ended June 30, 2011 and 2010

(Expressed in US dollars) 

1. Nature of Operations and Basis of Presentation - continued

Recent Accounting Pronouncements

In September 2011, the FASB issued ASU 2011-08, Intangibles Goodwill and Other (Topic 350): The amendments in this Update will allow an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. Under these amendments, an entity would not be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The amendments include a number of events and circumstances for an entity to consider in conducting the qualitative assessment. The amendments are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted. The Company does not expect the adoption of ASU 2011-04 to have a material impact on its unaudited interim condensed financial statements.

In June, 2011, the FASB issued ASU 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income. ASU 2011-05 requires entities to present net income and other comprehensive income in either a single continuous statement or in two separate, but consecutive, statements of net income and other comprehensive income. ASU 2011-05 is effective for fiscal years and interim periods beginning after December 15, 2011. The adoption of ASU 2011-05 will not have a material impact on the Company’s unaudited interim condensed financial statements.

In May 2011, the FASB issued ASU 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. This standard results in a common requirement between the FASB and the International Accounting Standards Board (“IASB”) for measuring fair value and for disclosing information about fair value measurements. ASU 2011-04 is effective for fiscal years and interim periods beginning after December 15, 2011. The Company is currently assessing whether the adoption of ASU 2011-04 will have a material impact on its unaudited interim condensed financial statements.

Foreign exchange rates used:
	June 30,	December 31,	June 30,
	2011	2010	2010
Period end H.K. Dollar/U.S. Dollar exchange rate	7.7814	7.7810	7.7865
Average H.K Dollar/U.S. Dollar exchange rate	7.7820	7.7686	7.7712

2. Management’s Plans

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate continuation of the Company as a going concern. As of June 30, 2011, the Company has an accumulated deficit of $1,212,227 and a negative working capital of $1,552,771.

The Company has in the past and continues to generate net income and positive cash flows from operations. Management’s focus for 2011 and beyond is to expand it’s customer base and generate additional revenue and positive cash flow to the Company. In addition, management will closely monitor the use of funds on discretionary expenditures. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty.

-F-8-

Goldenway Precious Metals Limited

Notes to Unaudited Interim Condensed Financial Statements

For The Six Months Ended June 30, 2011 and 2010

(Expressed in US dollars) 

3. Fair Value Disclosures

The following table presents the Company’s assets and liabilities that are measured at fair value and the related hierarchy levels as of June 30, 2011 and December 31, 2010:

		Fair Value Measurements on a Recurring Basis
				At June 30, 2011
		Level 1		Level 2		Level 3		Total
Assets:
Unrealized profits on open contracts	$	2,753,559	$	-	$	-	$	2,753,559
Trading precious metal	$	1,200,979	$	-	$	-	$	1,200,979
Liabilities:
Unrealized losses on open contracts	$	177,432	$	-	$	-	$	177,432
		Fair Value Measurements on a Recurring Basis
				At December 31, 2010
		Level 1		Level 2		Level 3		Total
Assets:
Unrealized profits on open contracts	$	1,294,188	$	-	$	-	$	1,294,188
Trading precious metal	$	783,490	$	-	$	-	$	783,490
Liabilities:
Unrealized losses on open contracts	$	364,600	$	-	$	-	$	364,600

Level 1 Financial Assets

The Company has open spot contracts and investment in gold and silver that are Level 1 financial instruments that are recorded based upon listed or quoted market rates. The open spot contracts are recorded in Unrealized profits on open contracts and Unrealized losses on open contracts; the investments in gold and silver are recorded in Trading precious metal.

4.  Other Receivables

Other receivables consisted of the following as at June 30, 2011 and December 31, 2010:

		June 30,		December 31,
		2011		2010
Deposit in Hantec Bullion Limited	$	474,785	$	216,525
CGSE rebate receivable		231,228		143,055
	$	706,013	$	359,580

The Company performs its own trading of precious metal contracts through Hantec Bullion Limited (“Hantec”), a private precious metal trading company in Hong Kong. All the deposit with Hantec can be used for future trading or withdrawn at the Company’s discretion.

CGSE charges the Company a fee for each precious metal trading transaction and issues rebates based on the transaction volume.

-F-9-

Goldenway Precious Metals Limited

Notes to Unaudited Interim Condensed Financial Statements

For The Six Months Ended June 30, 2011 and 2010

(Expressed in US dollars) 

5. Prepayment and Prepaid Expense

Prepayment and prepaid expense consisted of the following as at June 30, 2011 and December 31, 2010:

		June 30,		December 31,
		2011		2010
Prepaid expense	$	397,382	$	441,242
Prepayment on equipment		4,507,480		-
Prepayment and prepaid expense	$	4,904,862	$	441,242
Represented by:
Prepaid expense – current	$	107,574	$	152,859
Prepayment and prepaid expense –£long-term		4,797,288		288,383
	$	4,904,862	$	441,242

6. Property and Equipment

Property and equipment, including leasehold improvements, consisted of the following as at June 30, 2011 and December 31, 2010:

		June 30,			December 31,
		2011			2010
Office equipment	$	20,061		$	16,907
Computer equipment		367,126			285,007
Leasehold improvements		358,947			224,869
Furniture and fixtures		42,640			37,196
Vehicle		79,972			-
		868,746			563,979
Less: accumulated depreciation and amortization		(274,922	)		(140,620	)
Property and equipment, net	$	593,824		$	423,359

Depreciation expense was $134,310 and $62,450 for the six months ended June 30, 2011 and 2010, respectively.

7. Payable to Agents and Others

Payable to agents and others consisted of the following as at June 30, 2011 and December 31, 2010:

		June 30,		December 31,
		2011		2010
Commissions payable to agents	$	669,182	$	226,978
Withdrawals requested by customers		35,343		18,523
Other vendors		14,911		9,941
	$	719,436	$	255,442

-F-10-

Goldenway Precious Metals Limited

Notes to Unaudited Interim Condensed Financial Statements

For The Six Months Ended June 30, 2011 and 2010

(Expressed in US dollars) 

8. Related Party Transactions and Balances

The Company has engaged in related party transactions with certain major stockholders, directors and officers of the Company as described below. Management believes that the transactions described below and in the related notes were completed on terms substantially equivalent to those that could prevail in arm’s-length transactions.

Entities under common control are:

Entities	Business	Relationship
ICICLE Technology Limited (“ICICLE”)	Information Technology (“IT”) services	Controlled by an officer of the Company
Shenzhen Gateway Technology Limited (“Gateway”)	IT services	Controlled by an officer of the Company
Goldenway Investments Holdings Limited (“Parent”)	Investment	Parent company
Goldenway Investments (HK) Limited (“HK”)	Futures broker	Sister company

 

• ICICLE

During the six months ended June 30, 2011 and 2010, the Company paid $Nil and $475,675 for IT service fee to ICICLE, respectively and recorded the expenses as a data processing and service fee under the interim condensed statements of operations and comprehensive income.

• Gateway

During the six months ended June 30, 2011 and 2010, the Company paid $64,251 and $Nil IT service fee to Gateway, respectively and recorded the expenses as data processing and service fee under the interim condensed statements of operations and comprehensive income. As at June 30, 2011, the Company prepaid $Nil to Gateway for future IT services (December 31, 2010 - $32,130).

• Parent

A management fee agreement between the Company and its Parent provides management fee charges to the Company based on the actual operating cost incurred by Parent plus a mark-up rate on certain operation costs. The management fee shall be payable on annual basis or on demand after a provision of service by Parent.
During the six months ended June 30, 2011 and 2010, the Company incurred $4,299,786 and $900,989 management fees to the Parent, respectively. As at June 30, 2011, the Company has $6,786,676 (December 31, 2010 - $13,981,565) net receivable due from Parent.

• HK

During the six months ended June 30, 2011 and 2010, the Company paid $346,955 and $347,439 for consultancy fee to HK, respectively for marketing and advertising services.

-F-11-

Goldenway Precious Metals Limited

Notes to Unaudited Interim Condensed Financial Statements

For The Six Months Ended June 30, 2011 and 2010

(Expressed in US dollars) 

8.	Related Party Transactions and Balances (continued)
		Others
		During the six months ended June 30, 2011, the Company declared dividend on the 100,000,000 shares issued to Parent, totaling of $14,005,862 (December 31, 2010 - $Nil).
		An officer of the Company has a trading account on the Company’s trading platform. No trading activities were made by this officer during the six months ended June 30, 2011 and 2010. The related deposit balance on the trading account as at June 30, 2011 was $56,857 (December 31, 2010 - $56,857).
		All balances with related parties are non-interest bearing and have no fixed terms of repayment.

9. Commitments and Contingencies

The Company leases office space under non-cancellable operating lease agreements that expire on various dates through 2013. Future annual minimum lease payments, including maintenance and management fee, for non-cancellable operating leases, are as follows:

2012	$ 670,405
2013	82,263
	$ 752,668

10. Regulatory Requirements

The Company, as a member of CGSE, is subject to working capital and asset requirements. Under the requirements, the minimum required working capital, defined as cash plus precious metals, is approximately $193,000 and the minimum required assets is $643,000. The Company was in compliant with the requirements as at June 30, 2011 and 2010.

As at June 30, 2011, the Company has $4,260,149 and $1,200,979 cash and trading precious metals, respectively (December 31, 2010 - $7,975,652 and $783,490).

The Company’s total assets is $23,760,047 as at June 30, 2011 (December 31, 2010 - $27,474,919).

-F-12-

Goldenway Precious Metals Limited

Notes to Unaudited Interim Condensed Financial Statements

For The Six Months Ended June 30, 2011 and 2010

(Expressed in US dollars) 

11.	Subsequent Events
	1.	The Company entered into a letter of interest with the shareholders of Voltrex Limited (“Voltrex”) to purchase 125,795 shares of Voltrex representing 90.5% of the outstanding shares of Voltrex, for approximately £1,383,745 at £11 per share on June 13, 2011. 9.5% of the outstanding shares of Voltrex were acquired Parent during the 6 months ended June 30, 2011. Voltrex changed its name to Goldenway Voltrex Investments Limited upon completion of Parent’s acquisition with the anticipation the control will be changed once the Company’s acquisition of the remaining 90.5% is complete. Voltrex is in the business of providing brokerage services on traded derivatives. The Company obtained the approval, effective September 16, 2011, on the proposed change in control from London Financial Services Authority to complete the acquisition within 3 months from the effective date of the approval letter.
	2.	On September 30, 2011, the Company consummated a share exchange agreement, dated August 8, 2011, with Cyber Informatix Inc. (the “Registrant”) and its controlling shareholder Mr. Terry G. Bowering, pursuant to which the Registrant agree to acquire 100% of the issued and outstanding capital stock of the Company, in exchange for 24,587,299 shares of the Registrant’s common stock with a par value of $0.001, which constituted 80.80% of the Registrant’s issued and outstanding capital stock on a fully-diluted basis as of and immediately after the consummation of the reverse acquisition.
	3.	The Board of the Company approved to declare dividends of $1,285,116, $1,927,674 and $1,028,093 on July 31, 2011, August 31, 2011 and September 28, 2011, respectively.

-F-13-

Goldenway Precious Metals Limited

Financial Statements

December 31, 2010 and 2009

-F-14-

Goldenway Precious Metals Limited
Table of Contents
December 31, 2010 and 2009
	Page
Report of Independent Registered Public Accounting Firm Financial Statements	F-16
Balance Sheets	F-17
Statements of Operations and Comprehensive Income	F-18
Statements of Shareholders’ Equity	F-19
Statements of Cash Flows	F-20
Notes to Financial Statements	F-21 - F-36

-F-15-

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of
Goldenway Precious Metals Limited

We have audited the accompanying balance sheets of Goldenway Precious Metals Limited (the “Company”) as at December 31, 2010 and 2009 and the related statements of operations and comprehensive income, shareholders’ equity and cash flows for each of the years ended December 31, 2010 and 2009. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. We are not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinions.

In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2010 and 2009, and the results of its operations and its cash flows for each of the years ended December 31, 2010 and 2009, in accordance with accounting principles generally accepted in the United States of America.

Signed: “MSCM LLP”

Chartered Accountants
Licensed Public Accountants

Toronto, Ontario
October 5, 2011

701 Evans Avenue, 8th Floor, Toronto ON M9C 1A3, Canada T (416) 626-6000 F (416) 626-8650   MSCM.CA

-F-16-

Goldenway Precious Metals Limited
Balance Sheets
As at December 31, 2010 and 2009
(Expressed in US Dollars)
		2010			2009
ASSETS
Current Assets
Cash	$	7,975,652		$	1,355,731
Cash - restricted		128,518			-
Receivables from transfer agents, net of allowance for doubtful accounts
of $Nil and $Nil as of December 31, 2010 and 2009, respectively		479,535			649,601
Unrealized profits on open contracts		1,294,188			217,730
Other receivables		359,580			2,369,618
Trading precious metals		783,490			-
Prepaid expenses		152,859			310,910
Deferred income tax assets		425,423			53,002
Due from director		-			1,023,911
		11,599,245			5,980,503
Property and equipment		423,359			107,535
Intangible assets		1,182,367			483,646
Prepaid expenses - long-term		288,383			226,498
Due from related parties		13,981,565			4,426
Total assets	$	27,474,919		$	6,802,608
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Payable to agents and others	$	255,442		$	78,234
Customer deposits		4,381,609			974,297
Unrealized losses on open contracts		364,600			95,492
Accrued expenses and other liabilities		1,487,254			89,128
Income taxes payable		1,556,292			176,934
Deferred income tax liabilities		19,669			41,259
Due to related parties		-			594,698
		8,064,866			2,050,042
Deferred income tax liabilities		127,540			6,420
Total liabilities		8,192,406			2,056,462
COMMITMENTS AND CONTIGENCIES
Shareholders' Equity
Common Stock (par value approximately $0.129, equivalent to HK$1;
1 billion shares authorized, 100 million and 30 million shares issued and
outstanding as at December 31, 2010 and 2009, respectively)		12,891,577			3,870,958
Accumulated other comprehensive income		(52,107	)		(2,035	)
Retained earnings		6,443,043			877,223
Total shareholders' equity		19,282,513			4,746,146
Total liabilities and shareholders' equity	$	27,474,919			6,802,608
The accompanying notes are an integral part of these financial statements.

-F-17-

Goldenway Precious Metals Limited
Statements of Operations and Comprehensive Income
For The Years Ended December 31, 2010 and 2009
(Expressed in US Dollars)
					For the Period from
		For the Fiscal			April 7, 2009
		Year Ended			(Date of Incorporation)
		December 31,			to December 31,
		2010			2009
REVENUES
Revenue	$	18,530,024		$	2,803,350
Investment loss		(304,245	)		-
Fair value change of precious metals		105,349			-
Total revenues		18,331,128			2,803,350
EXPENSES
Management fees		5,199,457			-
Trading expenses and commissions		2,674,618			379,083
Selling and marketing		1,220,959			271,895
Employee compensation and benefit		905,889			299,241
Data processing and service fees		638,676			419,832
Occupancy		537,740			166,096
General and administrative		220,774			91,434
Depreciation and amortization		218,586			18,849
Bad debt		47,051			108,873
Total expenses		11,663,750			1,755,303
Other income		7,310			836
INCOME BEFORE INCOME TAX EXPENSE		6,674,688			1,048,883
INCOME TAXES
Current income taxes		1,382,220			176,984
Deferred income taxes recovery		(273,352	)		(5,324	)
		1,108,868			171,660
NET INCOME FOR THE PERIOD		5,565,820			877,223
OTHER COMPREHENSIVE INCOME
Foreign currency translation		(50,072	)		(2,035	)
COMPREHENSIVE INCOME	$	5,515,748		$	875,188
WEIGHTED AVERAGE SHARES OUTSTANDING
Basic and Diluted		46,493,151			26,799,257
EARNINGS PER SHARE
Basic and Diluted	$	0.12		$	0.03

The accompanying notes are an integral part of these financial statements.

-F-18-

Goldenway Precious Metals Limited
Statements of Shareholders’ Equity
As at December 31, 2010 and 2009
(Expressed in US Dollars)
	Common Stock						Accumulated
					Retained		Comprehensive
	Number of Shares		Par Value		Earnings		Income			Total
BALANCE, April 7, 2009 (Date of Incorporation)	1	$	1	$	-	$	-		$	1
Increase in common stock	29,999,999		3,870,957		-		-			3,870,957
Net income for the period	-		-		877,223		-			877,223
Foreign currency translation adjustment	-		-		-		(2,035	)		(2,035	)
BALANCE, December 31, 2009	30,000,000		3,870,958		877,223		(2,035	)		4,746,146
Increase in common stock	70,000,000		9,020,619		-		-			9,020,619
Net income for the year	-		-		5,565,820		-			5,565,820
Foreign currency translation adjustment	-		-		-		(50,072	)		(50,072	)
BALANCE, December 31, 2010	100,000,000	$	12,891,577	$	6,443,043	$	(52,107	)	$	19,282,513
The accompanying notes are an integral part of these financial statements.

-F-19-

Goldenway Precious Metals Limited
Statements of Cash Flows
For The Years Ended December 31, 2010 and 2009
(Expressed in US Dollars)
					For the Period from
		For the Fiscal			April 7, 2009
		Year Ended			(Date of Incorporation)
		December 31,			to December 31,
		2010			2009
CASH FLOW FROM OPERATING ACTIVITIES
Net income for the period	$	5,565,820		$	877,223
Adjustments to reconcile net income to cash provided by operating activities:
Net unrealized profits		(809,090	)		(122,272	)
Depreciation and amortization		218,586			18,849
Fair value change of trading precious metals		(105,349	)		-
Bad debt expenses		47,051			108,873
Deferred income tax		(273,352	)		(5,324	)
(Increase) decrease in assets:
Receivables from transfer agents		168,048			(758,658	)
Other receivables		1,957,889			(2,370,290	)
Precious metals		(679,411	)		-
Prepaid expenses		94,425			(537,560	)
Increase (decrease) in liabilities:
Change in restricted cash		(128,727	)		-
Payable to agents and other parties		177,771			78,257
Accrued expenses and other liabilities		1,350,505			89,153
Customer deposits		3,416,275			974,573
Income taxes payable		1,382,219			176,984
Due to related parties		(593,565	)		594,867
Net cash provided by (used in) operating activities		11,789,095			(875,325	)
CASH FLOWS FROM INVESTING ACTIVITIES
Due from related parties		(13,999,825	)		(4,427	)
Due from director		1,021,960			(1,024,201	)
Purchase of property and equipment		(388,553	)		(126,414	)
Purchase of intangible assets		(798,105	)		(483,784	)
Net cash used in investing activities		(14,164,523	)		(1,638,826	)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock		9,020,619			3,870,958
Net cash provided by financing activities		9,020,619			3,870,958
INCREASE IN CASH		6,645,191			1,356,807
EFFECT OF EXCHANGE RATE CHANGES ON CASH		(25,270	)		(1,076	)
CASH, beginning of year		1,355,731			-
CASH, end of year	$	7,975,652		$	1,355,731
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest received	$	484		$	46
The accompanying notes are an integral part of these financial statements

 -F-20-

 Goldenway Precious Metals Limited

Notes to Financial Statements  

As at December 31, 2010 and 2009  

(Expressed in US Dollars)

1.	Nature of Operations
	Goldenway Precious Metals Limited (the "Company") was incorporated by Goldenway Investments Holdings Limited in Hong Kong on April 7, 2009. The Company has obtained membership licenses from the Chinese Gold & Silver Society (“CGSE”) and is involved in the provision of brokerage services, dealing of precious metal price contracts through an internet trading platform and trading of precious metals. Its internet trading platform provides a market for customers to trade, on a margin basis, precious metal price contracts. The Company is one of CGSE’s recognized E-Trading members.
2.	Summary of Significant Accounting Policies
	Basis of Accounting
	The Company’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP").
	Use of Estimates
	The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Changes in these estimates are recorded when known.
	Significant estimates made by management include:
		Valuation of assets and liabilities requiring fair value estimates;
		The allowance for doubtful accounts and bad debt expense;
		The realization of deferred tax assets;
		Useful lives of property and equipment;
		The carrying amount of intangible assets and the amortization period of intangible assets with definite lives;
		Future cash flows associated with impairment testing for tangible and intangible assets; and
		Other matters that affect the reported amounts and disclosure of contingencies in the financial statements.
	Actual results could differ from those estimates.

-F-21-

 Goldenway Precious Metals Limited

Notes to Financial Statements  

As at December 31, 2010 and 2009  

(Expressed in US Dollars)

2. Summary of Significant Accounting Policies - continued

Revenue Recognition

The Company's revenue is derived from our managed flow activities between our retail customers, where we act as the counterparty to our customers' trades. Revenue is recognized in accordance with the standard, “Revenue Recognition ("Staff Accounting Bulletin ("SAB") No. 104, Revenue Recognition”). The Company generates revenue from precious metal price contracts trading. SAB 104 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services rendered; (3) the seller's price to the buyer is fixed and determinable; and (4) collectability is reasonably assured.

Precious metal price contracts generally involve the settlement of precious metal prices at market rates. Profits or losses are realized when customer transactions are liquidated. Unrealized profits or losses on open contracts are revalued at prevailing precious metal price (the difference between contract price and market price) at the date of the Balance Sheets are included in unrealized profits and losses, respectively, on the Balance Sheets. Changes in net unrealized profits or losses amounted to $809,090 and $122,272 during the fiscal 2010 and 2009, respectively, and are recorded in revenue on the Statements of Operations and Comprehensive Income.

The Company is also engaged in trading of precious metal price contracts with other trading companies. There were no unrealized profits or losses from open position as at December 31, 2010 and 2009. The realized losses are recorded as investment loss on the Statements of Operations and Comprehensive Income.

The Company also holds physical precious metals for trading. The precious metals were marked to market at each year end date. The changes in fair value of these precious metals are recorded as fair value change of precious metals on the Statements of Operations and Comprehensive Income.

Unrealized gains/losses on open contracts revalued at prevailing precious metal price (the difference between contract price and market price) at the dates of the balance sheets are included in unrealized profits/losses on open contracts.

Advertising

Advertising costs are incurred for the production and communication of advertising, as well as other marketing activities. The Company expenses the cost of advertising as incurred. The Company did not capitalize any production costs associated with advertising for 2010 or 2009. The total amount charged to advertising expense was $1,220,928 and $271,895 for the years ended December 31, 2010 and 2009, respectively.

Cash and cash equivalents

Cash is comprised of cash on hand and unrestricted deposits. Cash equivalents include highly liquid investments with maturies of three months or less when purchased. Cash equivalents are recorded at fair value.

Restricted Cash

Restricted cash represents security deposits withheld by an unrelated precious metal trading company with which the Company opened a trading account.

-F-22-

 Goldenway Precious Metals Limited

Notes to Financial Statements  

As at December 31, 2010 and 2009  

(Expressed in US Dollars)

2. Summary of Significant Accounting Policies - continued

Fair Value of Financial Instruments

The standard, “Disclosures about Fair Value of Financial Instruments”, defines financial instruments and requires fair value disclosures for those instruments. The standard, “Fair Value Measurements”, defines fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for cash, restricted cash, receivable from transfer agents, due from (to) related parties, due from director, other receivables, payables to brokers and others and accrued expenses qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The standard establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy defined by the standard are as follows:

Level 1	Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, listed equities and U.S. government treasury securities.
Level 2	Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry- standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category include non-exchange-traded derivatives such as over the counter forwards, options and repurchase agreements.
Level 3	Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management's best estimate of fair value from the perspective of a market participant. Level 3 instruments include those that may be more structured or otherwise tailored to customers' needs.

Receivables from Transfer Agents

The Company has agreements with several payment transfer agents who assist the customers to transfer funds to their trading accounts with the Company. The receivables from transfer agents represent funds collected by the agents from the customers and to be remitted to the Company.

-F-23-

 Goldenway Precious Metals Limited

Notes to Financial Statements  

As at December 31, 2010 and 2009  

(Expressed in US Dollars)

2. Summary of Significant Accounting Policies - continued

Allowance for Doubtful Accounts

The Company records an increase in the allowance for doubtful accounts when the prospect of collection becomes doubtful. Management specifically analyzes accounts receivable and historical bad debt experience when evaluating the adequacy of the allowance for doubtful accounts. Should any of these factors change, the estimates made by management will also change, which could affect the level of our future provision for doubtful accounts. The Company wrote off $47,051 of accounts receivable for the year ended December 31, 2010 (2009 - $108,873).

Other Receivables

Other receivables represent miscellaneous receivables from various third parties.

Trading Precious Metals

The Company holds physical precious metals for trade. The precious metals were marked to market at each period end date.

Prepaid Expenses

The Company records goods and services paid for but not to be received until a future date as prepaid assets. These include payments for advertising and occupancy related expenses. Any prepaid expense to be realized beyond the next 12 months is classified as long-term.

Property and Equipment

Property and equipment are recorded at cost, net of accumulated depreciation. Identifiable significant improvements are capitalized and expenditures for maintenance and repairs are charged to expense as incurred.

Property and equipment are depreciated on a straight-line basis over the estimated useful lives of the assets as follows:

Office equipment	5 years
Furniture and fixtures	5 years
Leasehold improvements	over the lease terms
Computer equipment	4 years

Reporting Currency and Foreign Currency Translation

As of December 31, 2010 and 2009, the accounts of the Company are maintained in their functional currency, the Hong Kong Dollar ("HK$"). The financial statements of the Company have been translated into U.S. dollars in accordance with the accounting standard on foreign currency translation. All assets and liabilities of the Company are translated at the exchange rate on the balance sheet date, shareholders' equity is translated at the historical rates and the statements of operations and cash flows are translated at the weighted average exchange rate for the year. The resulting translation adjustments are reported under comprehensive income and as a separate component of shareholders’ equity.

Foreign exchange rates used:

	December	December
	31,	31,
	2010	2009
Period end HK$/U.S. Dollar exchange rate	7.7810	7.7536
Average HK$/U.S. Dollar exchange rate	7.7686	7.7514

-F-24-

Goldenway Precious Metals Limited

Notes to Financial Statements

As at December 31, 2010 and 2009

(Expressed in US Dollars)

2. Summary of Significant Accounting Policies - continued

Intangible Assets

The standard, “Intangibles - Goodwill and Other”, requires purchased intangible assets other than goodwill to be amortized over their useful lives unless their lives are determined to be indefinite. The Company has two membership licenses issued by CGSE to trade precious metal price contracts and physical precious metals. The licenses are determined to have indefinite useful lives.

The Company compares the recorded value of its indefinite life intangible assets to their fair value on an annual basis and whenever circumstances arise that indicates that an impairment may have occurred.

The Company accounts for costs to acquire its trading platform and related software in accordance with the standard, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use”. The standard requires that such technology be capitalized in the application and infrastructure development stages. Costs related to training, administration and non-value-added maintenance are charged to expense as incurred. Capitalized software development costs are being amortized over the useful life, which the Company has estimated at 5 years.

Long-Lived Assets

In accordance with the standard, “Property, Plant and Equipment”, the Company periodically evaluates the carrying value of long-lived assets when events and circumstances warrant such review. The carrying value of a long-lived asset is considered impaired when the anticipated undiscounted cash flow from such an asset is separately identifiable and is less than the carrying value. In that event, a loss is recognized in the amount by which the carrying value exceeds the fair market value of the long-lived asset. The Company has identified no such impairment losses.

Asset Retirement Obligations

In accordance with the standard, “Asset Retirement Obligations”, the Company recognizes an estimated liability for future costs associated with the restoration of the leased office space. A liability for the fair value of an asset retirement obligation and corresponding increase to the carrying value of the related leasehold improvements are recorded at the time the leasehold improvements are acquired. The increase in carrying value is included in property and equipments in the accompanying balance sheets. The Company depreciates the amount added to the related leasehold improvements and recognizes expense in connection with the accretion of the discounted liability over the remaining lease term.

During the year ended December 31, 2010, the Company recognized $50,122 (2009 - $Nil) asset retirement obligation and recorded the amount in accrued expenses and other liabilities on the accompanying balance sheets. The remaining balance of the recorded assets for the asset retirement obligations as at December 31, 2010 was $29,050 (2009 - $Nil).

-F-25-

Goldenway Precious Metals Limited

Notes to Financial Statements

As at December 31, 2010 and 2009

(Expressed in US Dollars)

2. Summary of Significant Accounting Policies - continued

Payable to Agents and Others

Payable to agents and others represents commission payable to agents, withdrawals requested by customers and other payables to various vendors.

Customer Deposits

Customer deposits include amounts due on cash and margin transactions. These transactions include deposits adjusted for gains or losses arising from settled trades in customer accounts.

Unrealized Profits or Losses on Open Contracts

Unrealized profits or losses on open contracts revalued at prevailing precious metal price (the difference between contract price and market price) at the date of balance sheets are included in unrealized profits or losses on open contracts.

Accumulated Other Comprehensive Income

The Company's accumulated other comprehensive income, consists of foreign currency translation from the Company`s functional currency, HK$, to reporting currency, U.S. dollars.

Income Taxes

The Company utilizes the standard, "Accounting for Income Taxes," which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

The Company adopted the provisions of the interpretation, "Accounting for Uncertainty in Income Taxes”. The Company did not have any material unrecognized tax benefits and there was no effect on its financial condition or results of operations as a result of implementing the interpretation. The Company does not believe there will be any material changes in its unrecognized tax positions over the next 12 months.

Basic and Diluted Earnings per Share

Basic earnings per share is calculated by dividing income attributable to holders of ordinary shares by the weighted-average number of ordinary shares outstanding during the period. Diluted earnings per share reflect the potential dilution that could occur if contracts to issue ordinary shares were exercised or converted into ordinary shares during the period.

The Company does not have any securities that may potentially dilute the basic earnings per share.

-F-26-

Goldenway Precious Metals Limited

As at December 31, 2010 and 2009

(Expressed in US Dollars)

Notes to Financial Statements

2. Summary of Significant Accounting Policies - continued

Statement of Cash Flows

In accordance with the standard, "Statement of Cash Flows," cash flows from the Company's operations are calculated based upon the local currencies translated at the weighted average exchange rate for the year. As a result, amounts related to assets and liabilities reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets.

Management Risk

In the normal course of business, the Company executes precious metal contracts with its customers upon request on a margin basis. In connection with these activities, the Company acts as the counterparty. The Company seeks to manage its market risk by entering into offsetting contracts with other precious metal contract trading companies, if necessary, also on a margin basis. The Company seeks to control the credit risks associated with its customers' activities by requiring its customers to maintain margin collateral. The trading platform does not allow customers to enter into trades if sufficient margin collateral is not on deposit with the Company.

Accounting Principles Recently Adopted

In June 2009, the Financial Accounting Standards Board (“FASB”), issued FASB Accounting Standard Update (“ASU”) No. 2009-17, “Consolidations: Improvement to Financial Reporting by Enterprises Involved with Variable Interest Entities”. This standard eliminates certain scope exceptions previously permitted, provides additional guidance for determining whether an entity is a variable interest entity, and requires companies to more frequently reassess whether they must consolidate variable interest entities. The changes also replace the previously required quantitative approach to determining the primary beneficiary of a variable interest entity with a requirement for an enterprise to perform a qualitative analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a variable interest entity. The standard is effective for interim and annual reporting periods beginning after January 1, 2010. The adoption on January 1, 2010 of this standard did not have a material effect on the Company’s financial statements.

In January 2010, the FASB issued the guidance ASU 2010-06, “Improving Disclosures about Fair Value Measurements”. This guidance amends existing disclosure requirements about fair value measurement and clarifies and provides additional disclosure requirements related to recurring and non-recurring fair value measurements. This guidance became effective for the Company on January 1, 2010, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activities in Level 3 fair value measurements, which will be effective beginning in the first quarter of 2011. The adoption of this guidance did not have a material impact on the Company’s financial statements.

In February 2010, the FASB issued ASU 2010-09, “Subsequent Events (ASC Topic 855) Amendments to Certain Recognition and Disclosure Requirements”. ASU 2010-09 requires SEC filers to evaluate subsequent events through the date the financial statements are issued and removes the requirement to disclose a date in both issued and revised financial statements through which subsequent events were evaluated. The Company adopted the pronouncement for interim periods ending after March 31, 2010. The adoption did not have a material effect on the Company’s financial statements.

In March 2010, the FASB issued ASU 2010-11, “Scope Exception Related to Embedded Credit Derivatives”. The provisions of ASU 2010-11 amend ASC Topic 815, “Derivatives and Hedging”, to provide clarification on the bifurcation scope exception for embedded credit derivative features. The adoption did not have material impact on the Company’s financial statements.

-F-27-

Goldenway Precious Metals Limited

Notes to Financial Statements

As at December 31, 2010 and 2009

(Expressed in US Dollars)

2. Summary of Significant Accounting Policies - continued

Recent Accounting Pronouncements

In December 2010, the FASB issued the amendment “Disclosure of supplementary pro forma information for business combinations”. The FASB amended the existing guidance to require a public entity, which presents comparative financial statements, to disclose revenue and earnings of the combined entity as though the business combination that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendment also expanded the required supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination, which are included in the reported pro forma revenue and earnings. The amendment became effective for the Company on January 1, 2011. The adoption of this amendment did not have a material impact on the Company’s financial statements.

In December 2010, the FASB issued ASU 2010-28 “when to perform step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts”. The FASB amended the existing guidance to modify Step 1 of the goodwill impairment test for a reporting unit with a zero or negative carrying amount. Upon adoption of the amendment, an entity with a reporting unit that has a carrying amount that is zero or negative is required to assess whether it is more likely than not that the reporting unit’s goodwill is impaired. If the entity determines that it is more likely than not that the goodwill of the reporting unit is impaired, the entity should perform Step 2 of the goodwill impairment test for the reporting unit. Any resulting goodwill impairment should be recorded as a cumulative-effect adjustment to beginning retained earnings in the period of adoption. Any goodwill impairments occurring after the initial adoption of the amendment should be included in earnings. This guidance became effective for the Company on January 1, 2011. The adoption of this guidance did not have a material impact on the Company’s financial statements.

In May 2011, the FASB issued ASU 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. This standard results in a common requirement between the FASB and the International Accounting Standards Board (“IASB”) for measuring fair value and for disclosing information about fair value measurements. ASU 2011-04 is effective for fiscal years and interim periods beginning after December 15, 2011. The Company does not expect the adoption of ASU 2011-04 to have a material impact on its financial statements.

In June, 2011, the FASB issued ASU 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income. ASU 2011-05 requires entities to present net income and other comprehensive income in either a single continuous statement or in two separate, but consecutive, statements of net income and other comprehensive income. ASU 2011-05 is effective for fiscal years and interim periods beginning after December 15, 2011. The adoption of ASU 2011-05 will not have a material impact on the Company’s financial statements.

-F-28-

Goldenway Precious Metals Limited

Notes to Financial Statements

As at December 31, 2010 and 2009

(Expressed in US Dollars)

2. Summary of Significant Accounting Policies - continued

Recent Accounting Pronouncements

In September 2011, the FASB issued ASU 2011-08, Intangibles Goodwill and Other (Topic 350): The amendments in this Update will allow an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. Under these amendments, an entity would not be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The amendments include a number of events and circumstances for an entity to consider in conducting the qualitative assessment. The amendments are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted. The Company does not expect the adoption of ASU 2011-04 to have a material impact on its financial statements.

3. Fair Value Disclosures

The following table presents the Company’s assets and liabilities that are measured at fair value and the related hierarchy levels as of December 31, 2010 and 2009:

		Fair Value Measurements on a Recurring Basis
		At December 31, 2010
		Level 1		Level 2		Level 3		Total
Assets:
Unrealized profits on open contracts	$	1,294,188	$	-	$	-	$	1,294,188
Precious metal	$	783,490	$	-	$	-	$	783,490
Liabilities:
Unrealized losses on open contracts	$	364,600	$	-	$	-	$	364,600
		Fair Value Measurements on a Recurring Basis
		At December 31, 2009
		Level 1		Level 2		Level 3		Total
Assets:
Unrealized profits on open contracts	$	217,730	$	-	$	-	$	217,730
Liabilities:
Unrealized losses on open contracts	$	95,492	$	-	$	-	$	95,492

-F-29-

Goldenway Precious Metals Limited

Notes to Financial Statements

As at December 31, 2010 and 2009

(Expressed in US Dollars)

4. Other Receivables

Other receivables consisted of the following as of December 31, 2010 and 2009:

		2010		2009
Deposit in Hantec Bullion Limited	$	216,525	$	-
Loan to third party		-		2,275,783
CGSE rebate receivable		143,055		93,835
	$	359,580	$	2,369,618

The Company performs its own trading of precious metal price contracts through Hantec Bullion Limited (“Hantec”), a private precious metal trading company in Hong Kong. The Company had $216,525 deposit with Hantec which can be used for future trading or withdrawn at the Company’s discretion.

The loan to third party is non-interest bearing and has no fixed terms of repayment. The balance was repaid within one year.

CGSE charges the Company a fee for each precious metal price trading transaction and issues rebate based on the transaction volume.

5. Property and Equipment

Property and equipment, including leasehold improvements, consisted of the following as of December 31, 2010 and 2009:

		2010			2009
Office equipment	$	16,907		$	1,159
Computer equipment		285,007			49,926
Leasehold improvements		224,869			67,500
Furniture and fixtures		37,196			10,793
		563,979			126,378
Less: accumulated depreciation		(140,620	)		(18,843	)
Property and equipment, net	$			$	107,535
		423,359

Depreciation expense was $122,041 and $18,849 for the years ended December 31, 2010 and 2009, respectively.

-F-30-

Goldenway Precious Metals Limited

Notes to Financial Statements

As at December 31, 2010 and 2009

(Expressed in US Dollars)

6. Intangible Assets

Intangible assets consisted of the following as of December 31, 2010 and 2009:

		2010			2009
Precious metal price trading licenses (i)	$	636,165		$	483,646
Precious metal trading platform (ii)		642,591			-
		1,278,756			483,646
Less: accumulated depreciation		(96,389	)		-
Intangible assets	$	1,182,367		$	483,646

(i)	The Company acquired a precious metal price trading license from an unrelated party in 2009 for $451,531 (HK$ 3.5 million) plus a referral fee of $32,252 (HK$ 250,000). The license allows the Company to engage in the precious metal price trading activities with the public in Hong Kong. As a result of the purchase, the Company became a member of CGSE.
	The Company acquired a physical precious metal trading license from another unrelated party in 2010 for $154,472 (HK$ 1.2 million). The license allows the Company to engage in trading of physical precious metals.
	Both licenses can be traded freely with no expiration date and hence, considered to have indefinite useful lives.
(ii)	In 2010, the Company purchased an online precious metal trading platform from a company controlled by a director for $643,633 (HK$ 5 million) (Note 10). The platform is amortized over its useful life of 5 years.

Amortization expense was $96,545 and $Nil for the years ended December 31, 2010 and 2009, respectively. The estimated amortization expense is:

2011	$ 128,518
2012	128,518
2013	128,518
2014	128,518
2015	32,130

7. Payable to Agents and Others

Payable to agents and others consisted of the following as of December 31, 2010 and 2009:

	2010	2009
Commissions payable to agents	$ 226,978	$ 35,061
Withdrawals requested by customers	18,523	39,785
Other vendors	9,941	3,388
	$ 255,442	$ 78,234

-F-31-

Goldenway Precious Metals Limited

Notes to Financial Statements

As at December 31, 2010 and 2009

(Expressed in US Dollars)

8. Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consisted of the following as of December 31, 2010 and 2009:

		2010		2009
Customer deposit held (a)	$	1,281,710	$	-
Employee compensation and benefit accrual		113,068		89,128
Asset retirement obligation		50,122		-
Other venders		42,354		-
	$	1,487,254	$	89,128

(a) In 2011, the Company was informed that there were purported offences committed by a couple in the People’s Republic of China (“PRC”), who misappropriated funds and transferred the funds to their personal bank account then traded through the Company’s trading platform. The PRC police has procured to freeze the funds in transit to the Company from this couple. The investigation against this couple is still ongoing and there has been no claims against the Company. As of December 31, 2010, the Company received total funds of $1,281,710 from this couple (2009 - $Nil). Even though this couple lost all funds through their trading activities; the Company did not recognize any revenue from this couple’s trades and included the money received from this couple in other liabilities.

9. Common Stock

The Company was incorporated on April 7, 2009 with an authorized share capital of 1 billion ordinary shares. The Company issued 5,500,000 ordinary shares with par value of $0.129, equivalent to HK$1, on April 20, 2009. On May 6, 2009, an additional 24,500,000 ordinary shares with par value of $0.129, equivalent to HK$1, were issued by the Company. The total cash proceeds from the above stock issuances were $3,870,958.

On October 6, 2010, the Company issued additional 70,000,000 ordinary shares with par value of $0.129, equivalent to HK$1. The cash proceeds from such stock issuance was $9,020,619.

-F-32-

Goldenway Precious Metals Limited

Notes to Financial Statements

As at December 31, 2010 and 2009

(Expressed in US Dollars)

10. Related Party Transactions and Balances

The Company was engaged in related party transactions with certain major stockholders, directors and officers of the Company as described below. Management believes that the transactions described below and in the related notes were completed on terms substantially equivalent to those that could prevail in arm’slength transactions.

Entities under common control are:

Entities	Business	Relationship
ICICLE Technology Limited (“ICICLE”)	Information Technology (“IT”) service	Controlled by an officer of the Company
Shenzhen Gateway Technology Limited (“Gateway”)	IT service	Controlled by an officer of the Company
Goldenway Investments Holdings Limited (“Parent”)	Investment	Parent Company
Goldenway Investments (HK) Limited (“HK”)	Futures broker	Sister Company

• Gateway
  
  During fiscal 2010, the Company paid $643,633 (HK$ 5 million) (2009 - $Nil) to purchase an online precious metal trading platform from Gateway (Note 6). The online trading platform was recorded as an intangible asset. The Company also incurred $96,545 (HK$ 750,000) of IT maintenance fee to Gateway in fiscal 2010 (2009 - $Nil). The expense was recorded as a data processing and service fee under the statements of operations and comprehensive income. As at December 31, 2010, the Company prepaid $32,130 to Gateway for future IT services (December 31, 2009 - $Nil).

• ICICLE
  
  During fiscal 2010, the Company paid $475,604 (2009 - $455,894) for IT services to ICICLE and recorded the expenses as a data processing and service fee under the statements of operations and comprehensive income. As at December 31, 2010, the Company prepaid $Nil to ICICLE for future IT services (December 31, 2009 - $105,586).

• Parent
  
  A management fee agreement between the Company and Parent provides management charge to the Company based on the actual operating costs incurred by the Parent plus a mark-up rate on certain operating costs. The management fee is payable on an annual basis or on demand after a provision of service by the Parent. During fiscal 2010, the Company incurred $5,199,457 (2009 - $Nil) management fees to its parent company. As at December 31, 2010, the Company has $13,981,565 (December 31, 2009 - $4,426) net receivable from the Parent.

• HK
  
  During fiscal 2010, the Company incurred $695,124 (2009 - $174,162) consulting fees to HK, another subsidiary of Parent, for marketing and advertising services. The Company also borrowed from HK in 2009. As at December 31, 2010, the Company had $Nil (December 31, 2009 - $594,698) net payable to HK.

• Others
  
  An officer of the Company traded on the Company’s trading platform during fiscal 2010 and made a profit of $5,310 (2009 - $20,444). His deposit balance in the trading account with the Company as at December 31, 2010 was $56,857 (December 31, 2009 - $70,421). As at December 31, 2010, the Company had $Nil (December 31, 2009 - $1,023,911) net receivable from this officer.

All balances with related parties are non-interest bearing and have no fixed terms of repayments.

-F-33-

Goldenway Precious Metals Limited

Notes to Financial Statements

As at December 31, 2010 and 2009

(Expressed in US Dollars)

11. Income Taxes

The Company is governed by the Hong Kong Profits Tax Law. Under Hong Kong Profits Tax Law, the Company is subject to profits tax at a statutory rate of 16.5% on income reported in the statutory financial statements after appropriate tax adjustments.

Reconciliation of income tax expenses to the amount computed by the current statutory rate to income before income tax is as follows:

		2010			2009
Income before income tax expense	$	6,674,688		$	1,048,883
Income tax at statutory rate of 16.5%	$	1,101,324		$	173,065
Non-deductible expenses		7,631			3,916
Non-taxable income		(87	)		(5,321	)
Total provision for income taxes	$	1,108,868		$	171,660

Significant components of the Company's deferred tax assets and liabilities at December 31, 2010 and 2009 were as follows:

		2010		2009
Deferred income tax assets
Receivables from transfer agents and unrealized profit	$	176,069	$	17,959
Due to related parties		-		28,729
Accrued expenses and other liabilities		249,354		6,314
Deferred income tax assets	$	425,423	$	53,002
Deferred income tax liabilities
Other receivables and prepaid expenses	$	-	$	41,259
Property and equipment		127,540		6,420
Due to related parties		19,669		-
Deferred income tax liabilities	$	147,209	$	47,679

12. Commitments and Contingencies

Leases - The Company leases office space under non-cancellable operating lease agreements that expire on various dates through 2013. Future annual minimum lease payments, including maintenance and management fees, for non-cancellable operating leases, are as follows:

Year Ended December 31:
2011	$	694,224
2012		385,028
2013		20,567
	$	1,099,819

-F-34-

 

Goldenway Precious Metals Limited

Notes to Financial Statements

As at December 31, 2010 and 2009

(Expressed in US Dollars)

13. Regulatory Requirements

The Company, as a member of CGSE, is subject to working capital and asset requirements. Under the requirements, the minimum required working capital, defined as cash plus precious metals, is approximately $193,000 (HK$ 1.5 million) and the minimum required assets is $643,000 (HK$ 5 million). The Company was in compliant with the requirements as at December 31, 2010 and 2009.

As at December 31, 2010, the Company has $7,975,652 and $783,490 cash and trading precious metal, respectively (December 31, 2009 - $1,355,731 and $Nil). The Company’s total assets is $27,474,919 as at December 31, 2010 (December 31, 2009 - $6,802,608).

14. Segment Information

The Standard, “Disclosures about Segments of an Enterprise and Related Information”, establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-maker, or decision making group, in deciding how to allocate resources and in assessing performance. The Company's operations relate to provision of brokerage services, dealing of precious metal price contracts and trading of precious metals during the period and related services. Based on the Company's management strategies, and common production, marketing, development and client coverage teams, the Company assesses that it operates in a single operating segment.

For fiscal years ended December 31, 2010 and 2009, no single customer accounted for more than 10% of the Company's revenue. The Company does not allocate revenues by geographic regions since the Company trades on an aggregate basis and does not have a method to systematically attribute trading volume from a geographic region to associated revenue from a particular geographic region.

15. Subsequent events

1.

The Board of the Company approved to declare dividends of $7,640,940, $5,850,585, $514,337, $1,285,116, $1,927,674 and $1,028,093 on March 31, 2011, May 31, 2011, June 30, 2011, July 31, 2011, August 31, 2011 and September 28, 2011, respectively.

2.

The Company entered into a letter of interest with the shareholders of Voltrex Limited (“Voltrex”) to purchase 125,795 shares of Voltrex representing 90.5% of the outstanding shares of Voltrex, for approximately £1,383,745 at £11 per share on June 13, 2011. 9.5% of the outstanding shares of Voltrex were acquired by Parent during the 6 months ended June 30, 2011. Voltrex changed its name to Goldenway Voltrex Investments Limited upon completion of Parent’s acquisition with the anticipation the control will be changed once the Company’s acquisition of the remaining 90.5% is complete. Voltrex is in the business of providing brokerage services on traded derivatives. The Company obtained the approval, effective September 16, 2011, on the proposed change in control from London Financial Services Authority to complete the acquisition within 3 months from the effective date of the approval letter.

-F-35-

Goldenway Precious Metals Limited

Notes to Financial Statements

As at December 31, 2010 and 2009

(Expressed in US Dollars)

15. Subsequent events - continued

3. On September 30, 2011, the Company consummated a share exchange agreement, dated August 8, 2011, with Cyber Informatix Inc. (the “Registrant”) and its controlling shareholder Mr. Terry G. Bowering, pursuant to which the Registrant agree to acquire 100% of the issued and outstanding capital stock of the Company, in exchange for 24,587,299 shares of the Registrant’s common stock with a par value of $0.001, which constituted 80.80% of the Registrant’s issued and outstanding capital stock on a fully- diluted basis as of and immediately after the consummation of the reverse acquisition.

-F-36-

CYBER INFORMATIX, INC.

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

(UNAUDITED)

-PF-1-

Cyber Informatix, Inc.
Unaudited Pro Forma Combined Financial Statements
(Expressed in US dollars)

Basis of Preparation

On September 30, 2011, Cyber Informatix, Inc. ("Cyber") consummated a share exchange agreement, dated August 8, 2011, with Goldenway Precious Metals Limited ("Goldenway") and its shareholders, pursuant to which Cyber agreed to acquire all of the issued and outstanding capital stock of Goldenway from its shareholder in exchange of 24,587,299 newly issued shares of Cyber with a par value $0.001 per share, which constituted approximately 80.80% of Cyber's issued and outstanding capital stock on a fully-diluted basis as of and immediately after consummation of transactions contemplated by the Share Exchange Agreement, which effected a reverse acquisition of Goldenway and a change in control of Cyber.

The unaudited pro forma condensed statements of operations and comprehensive income for the six months ended June 30, 2011 and the pro forma condensed balance sheet as at June 30, 2011 present our condensed result of operations and comprehensive income giving pro forma effect to the reverse acquisition by Cyber of Goldenway as

if the acquisition occurred on January 1, 2011. The pro forma adjustments are based on available information and upon assumptions that our management believes are reasonable in order to reflect, on a pro forma basis, the impact of these transactions on the historical financial information of Goldenway.

The unaudited pro forma condensed financial information is included for informational purposes only and does not purport to reflect the results of operations and comprehensive income for the six months ended June 30, 2011 and the financial position as at June 30, 2011 of Goldenway that would have occurred had we operated as a public company during the periods presented. The unaudited pro forma condensed financial information also does not project our result of operations and comprehensive income or financial position for any future period or date.

-PF-2-

Cyber Informatix, Inc.
Unaudited Pro Forma Condensed Statement of Operation and Comprehensive Income
For The Six Months Ended June 30, 2011
(Expressed in US dollars)

					Goldenway
		Cyber			Precious Metals			Pro Forma			Pro Forma
		Informatix, Inc.			Limited			Adjustments			Combined
REVENUES
Trading revenue	$	30		$	18,586,779		$			$	18,586,809
								-
Fair value change of precious metals		-			130,417			-			130,417
Total revenues		30			18,717,196			-			18,717,226
EXPENSES
Management fees		-			4,299,786			-			4,299,786
Trading expenses and commissions		-			4,046,142			-			4,046,142
Employee compensation and benefits		-			521,460			-			521,460
Selling and marketing expenses		-			480,239			-			480,239
Occupancy expenses		-			347,059			-			347,059
General and administrative expenses		7,525			554,802			-			562,327
Depreciation and amortization		-			198,561			-			198,561
Data process and service fees		-			108,157			-			108,157
Bad debt expense		-			454,762			-			454,762
Total expenses		7,525			11,010,968			-			11,018,493
Other income		-			4,738			-			4,738
INCOME (LOSS) BEFORE INCOME TAXES EXPENSE		(7,495	)		7,710,966			-			7,703,471
INCOME TAXES
Current income tax		-			1,378,016			-			1,378,016
Future income taxes recovered		-			(17,642	)		-			(17,642	)
		-			1,360,374			-			1,360,374
NET INCOME (LOSS)		(7,495	)		6,350,592						6,343,097
OTHER COMPREHENSIVE INCOME
Foreign currency translation gain		-			(2,950	)		-			(2,950	)
COMPREHENSIVE INCOME (LOSS)	$	(7,495	)	$	6,347,642		$	-		$	6,340,147
WEIGHTED AVERAGE SHARES OUTSTANDING
Basic and Diluted		5,870,000			100,000,000			(91,210,000	)		14,660,000
EARNINGS (LOSS) PER SHARE
Basic and Diluted	$	0		$	0		$	-		$	0

-PF-3-

Cyber Informatix, Inc.
Unaudited Pro Forma Condensed Balance Sheet
As at June 30, 2011
(Expressed in US dollars)

					Goldenway
		Cyber			Precious Metals			Pro Forma			Pro Forma
		Informatix, Inc.			Limited			Adjustments			Combined
ASSETS
Current Assets
Cash	$	843		$	4,260,149		$	-		$	4,260,992
Cash - restricted		-			128,512			-			128,512
Receivables from transfer agents, net of allowance for doubtful accounts of $121,093 as of June 30, 2011		-			873,126			-			873,126
Unrealized profits on open contracts		-			2,753,559			-			2,753,559
Other receivables		-			706,013			-			706,013
Trading precious metals		-			1,200,979			-			1,200,979
Prepaid expenses		-			107,574			-			107,574
Deferred income tax assets		-			434,296			-			434,296
		843			10,464,208			-			10,465,051
Property and equipment		-			593,824			-			593,824
Intangible assets		-			1,118,051			-			1,118,051
Prepayment and prepaid expense – long- term		-			4,797,288						4,797,288
Due from related party		-			6,786,676			-			6,786,676
Total assets	$	843		$	23,760,047		$	-		$	23,760,890
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Payable to agents and others	$	-		$	719,436		$	-		$	719,436
Customer deposits		-			8,203,397			-			8,203,397
Unrealized losses on open contracts		-			177,432			-			177,432
Accrued expenses and other liabilities		597			1,400,345			-			1,400,942
Income taxes payable		-			1,496,701			-			1,496,701
Deferred income tax liabilities		-			19,668			-			19,668
		597			12,016,979			-			12,017,576
Deferred income taxes liabilities		-			118,775			-			118,775
Total liabilities		597			12,135,754			-			12,136,351
COMMITMENTS AND CONTINGENCIES
Shareholders' Equity
Common Stock (75,000,000 shares authorized at $0.001 par value, 5,870,000 shares issued and outstanding as at June 30, 2011)		5,870			-			-			-
		-			-			(27	)(b)		-
		-			-			24,587	(a)		30,430
Common Stock (par value approximately $0.129, equivalent to HK$1; 1 billion shares authorized, 100 million shares issued and outstanding as at June 30, 2011)		-			12,891,577			(12,891,577	)		-
Additional paid in capital		157,304			-			-			12,861,393
		-			-			27	(b)		-
		-			-			(24,587	)(a)		-
		-			-			12,891,577			-
		-			-			(162,928	)		-
Accumulated other comprehensive income		-			(55,057	)		-			(55,057	)
Retained (losses) earnings		(162,928	)		(1,212,227	)		162,928			(1,212,227	)
Total shareholders' equity		246			11,624,293			-			11,624,539
Total liabilities and shareholders' equity	$	843		$	23,760,047		$	-		$	23,760,890

-PF-4-

Pro-forma Adjustments:
			$ (Par
	No. of		value of
	shares		$ 0.001	)
Current common shares outstanding of Cyber as at June 30, 2011	5,870,000		5,870
New common shares to be issued for the acquisition	24,587,299		24,587		(a)
Common shares prior to stock split	30,457,299		30,457
Effect of stock cancellation at closing	(26,703	)	(27	)	(b)
Effect of potential stock reverse split	(15,770,596	)	-		(c)
Pro-forma common shares outstanding (after the reverse stock split)	14,660,000		30,430

Note (a) Share Exchange Agreement

The stockholder of Goldenway exchange all of its common stock for 24,587,299 shares of common stock of Cyber. The acquisition has been accounted for as the issuance of common stock for the net assets of Goldenway by recapitalization.

Note (b) Common share cancellation

In accordance with the Securities Purchase Agreement, a cancellation of 26,703 shares of Cyber will be cancelled by shareholders of Cyber at closing of the transaction as described in Note (a) above.

Note (c) Reverse Stock Split

In accordance with the Share Exchange Agreement, Cyber will effect a 0.481752 to 1 share reverse split to decrease the authorized number of share of its’ common stock from 75,000,000 to 36,131,400 shares. As a result, Cyber’s common shares that are issued and outstanding will decrease to 14,660,000.

Note (d) Assume no transaction cost on the above share exchange and no private placement was involved with the above transactions.

Note (e) The Unaudited Pro Forma Statements are prepared under Generally Accepted Accounting Principles in the United States of America.

Note (f) Pro Forma Common Stock

Pro Forma Common Stock as at June 30, 2011 has been determined as follows:

-PF-5-

	Number of		Common		Additional
	common		stock par		Paid-in
	stock		value		Capital
Issued common stock of Goldenway	100,000,000		12,891,577		-
Issued common stock of Cyber	5,870,000		5,870		157,304
Common stock of Cyber cancelled	(26,703	)	(27	)	27
Eliminate common stock of Goldenway and adjust to reflect par value	(100,000,000	)	(12,891,577	)	12,891,577
Issuance of common stock for acquisition of Goldenway	24,587,299		24,587		(24,587	)
Equity of Cyber eliminated on consolidation	-		-		(162,928	)
Effect of 0.481752 to 1 reverse split	(15,770,596	)	-		-
Pro Forma balance	14,660,000		30,430		12,861,393

-PF-6-

EXHIBIT INDEX

Exhibit	Description
No.
2.1 *	Share Exchange Agreement, dated September 30, 2011, by and among, Cyber Informatix, Inc., Goldenway Precious Metals Limited, Goldenway Investments Holdings Limited and the Controlling Stockholders of Cyber Informatix, Inc.
3.1	Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Form S-1 filed on October 22, 2008).
3.2	Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company's Form S-1 filed on October 22, 2008).
10.1*	Tenancy Agreement, dated March 30, 2010, between Wide Harvest Investment Limited and Goldenway Precious Metals Limited.
10.2*	Tenancy Agreement, dated June 29, 2009, between Harbour City Estates Limited and Goldenway Precious Metals Limited.
10.3*	Tenancy Agreement, dated November 15, 2010, between Harbour City Estates Limited and Goldenway Precious Metals Limited.
10.4*	Client Agreement, dated September 30, between Goldenway Precious Metals Limited and Goldenway Investment (HK) Limited
10.5	English Translation of Software Development Contract, dated March 26, 2010, between Goldenway Precious Metals Limited and Shenzhen Gateway Technology Co., Ltd. (incorporated by reference to Exhibit 10.5 of the Company’s current report on Form 8-K filed on October 6, 2011)
10.6	Executive Employment Agreement, dated September 30, 2011, between Cyber Informatix, Inc. and Hao Tang (incorporated by reference to Exhibit 10.6 of the Company’s current report on Form 8-K filed on October 6, 2011)
10.7	Executive Employment Agreement, dated September 30, 2011, between Cyber Informatix, Inc. and Yue Yue Chan (incorporated by reference to Exhibit 10.7 of the Company’s current report on Form 8-K filed on October 6, 2011)
10.8	English Translation of Prolocutor Contract, dated October 16, 2009, between Simon Yam and Goldenway Investments Holdings Limited (incorporated by reference to Exhibit 10.8 of the Company’s current report on Form 8-K filed on October 6, 2011)
14.1	Code of Ethics (incorporated by reference to the Company’s Annual Report on Form 10-K filed on September 22, 2011.
21	List of Subsidiaries (incorporated by reference to Exhibit 21 of the Company’s current report on Form 8-K filed on October 6, 2011)

___________________
* Filed herewith.

EX-2.1

Exhibit 2.1

SHARE EXCHANGE AGREEMENT

by and among

CYBER INFORMATIX, INC.

THE CONTROLLING STOCKHOLDERS OF
CYBER INFORMATIC, INC.

GOLDENWAY PRECIOUS METALS LIMITED

and

GOLDENWAY INVESTMENTS HOLDINGS LIMITED
THE SOLE SHAREHOLDER OF
GOLDENWAY PRECIOUS METALS LIMITED

Dated as of September 30, 2011

TABLE OF CONTENTS
ARTICLE I EXCHANGE OF SHARES		1
1.1.	Share Exchange	1
1.2.	Closing.	1
ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER		2
2.1.	Good Title.	2
2.2.	Power and Authority	2
2.3.	No Conflicts	2
2.4.	Litigation	2
2.5.	No Finder’s Fee	2
2.6.	Purchase Entirely for Own Account.	2
2.7.	Available Information	2
2.8.	Non-Registration	2
2.9.	Restricted Securities	3
2.10.	Accredited Investor	3
2.11.	Legends	3
2.12.	Additional Legend.	3
2.13.	Disclosure.	3
ARTICLE III REPRESENTATIONS AND WARRANTIES OF GOLDENWAY		4
3.1.	Organization, Standing and Power.	4
3.2.	Subsidiaries; Equity Interests	4
3.3.	Capital Structure.	4
3.4.	Authority; Execution and Delivery; Enforceability	5
3.5.	No Conflicts; Consents.	5
3.6.	Taxes	5
3.7.	Benefit Plans.	6
3.8.	Litigation	6
3.9.	Compliance with Applicable Laws	6
3.10.	Brokers	6
3.11.	Contracts.	7
3.12.	Title to Properties	7
3.13.	Intellectual Property	7
3.14.	Labor Matters	7
3.15.	Financial Statements; Liabilities	7
3.16.	Transactions with Affiliates and Employees.	7
3.17.	Internal Accounting Controls	8
3.18.	Solvency	8
3.19.	Application of Takeover Protections.	8
3.20.	Investment Company.	8
3.21.	Foreign Corrupt Practices.	8
3.22.	Absence of Certain Changes or Events	9
3.23.	Disclosure.	10
3.24.	No Undisclosed Events, Liabilities, Developments or Circumstances	10
3.25.	No Additional Agreements.	10
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF CYIX AND THE CONTROLLING STOCKHOLDERS		10

 i 

TABLE OF CONTENTS
4.1.	Organization, Standing and Power.	10
4.2.	Subsidiaries; Equity Interests	10
4.3.	Capital Structure.	10
4.4.	Authority; Execution and Delivery; Enforceability	11
4.5.	No Conflicts; Consents.	11
4.6.	Taxes	12
4.7.	Benefit Plans.	12
4.8.	ERISA Compliance; Excess Parachute Payments.	12
4.9.	Litigation	12
4.10.	Compliance with Applicable Laws	12
4.11.	Contracts.	13
4.12.	Title to Properties	13
4.13.	Intellectual Property	13
4.14.	Labor Matters	13
4.15.	SEC Documents; Undisclosed Liabilities	13
4.16.	Transactions With Affiliates and Employees.	14
4.17.	Internal Accounting Controls	14
4.18.	Solvency	14
4.19.	Application of Takeover Protections.	14
4.20.	Investment Company.	15
4.21.	Foreign Corrupt Practices.	15
4.22.	Absence of Certain Changes or Events	15
4.23.	Certain Registration Matters	16
4.24.	Listing and Maintenance Requirements	16
4.25.	Disclosure.	16
4.26.	No Undisclosed Events, Liabilities, Developments or Circumstances	16
4.27.	No Additional Agreements.	16
ARTICLE V CONDITIONS TO CLOSING		17
5.1.	Conditions to the Obligations of Goldenway and the Shareholder	17
5.2.	Conditions to the Obligations of CYIX.	18
ARTICLE VI COVENANTS		20
6.1.	Blue Sky Laws.	20
6.2.	Public Announcements.	20
6.3.	Fees and Expenses.	20
6.4.	Filing of 8-K.	20
6.5.	Filing of Form 10-K	20
6.6.	Furnishing of Information	20
ARTICLE VII MISCELLANEOUS		21
7.1.	Notices.	21
7.2.	Amendments; Waivers	21
7.3.	Replacement of Securities	22
7.4.	Remedies	22
7.5.	Limitation of Liability	22
7.6.	Interpretation	22
7.7.	Severability.	22

 ii 

TABLE OF CONTENTS
7.8.	Counterparts; Facsimile Execution	22
7.9.	Entire Agreement; Third Party Beneficiaries.	22
7.10.	Governing Law.	22
7.11.	Assignment.	23
Annex A Definitions

iii

SHARE EXCHANGE AGREEMENT

This SHARE EXCHANGE AGREEMENT (this "Agreement"), dated as of September , 2011, is by and among Cyber Informatix, Inc., a Nevada corporation ("CYIX"), Donald C. Jones and Terry G. Bowering (together, the "Controlling Stockholders"), Goldenway Precious Metals Limited, a Hong Kong company ("Goldenway"), and Goldenway Investments Holdings Limited, a Hong Kong company and the sole shareholder of Goldenway (the "Shareholder"). Each of the parties to this Agreement is individually referred to herein as a "Party" and collectively, as the "Parties." Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in Annex A hereto.

BACKGROUND

A.          CYIX is a corporation organized and existing under the laws of the State of Nevada with no significant operations.

B.           Goldenway is a company incorporated under the laws of Hong Kong. Goldenway is an operating company that provides an internet trading platform for precious metals.

C.           Goldenway has 100,000,000 shares (the “Goldenway Stock”) issued and outstanding, all of which are held by the Shareholder. The Shareholder has agreed to transfer all of its shares of Goldenway Stock in exchange for 24,587,299 newly issued shares of the common Stock, $0.001 par value, of CYIX (the “CYIX Stock”), constituting 80.80% of the issued and outstanding capital stock of CYIX on a fully diluted basis as of and immediately after the transactions contemplated by this Agreement.

D.           The Board of Directors of each of CYIX and Goldenway has determined that it is desirable to effect this plan of reorganization and share exchange.

AGREEMENT

NOW THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth herein, and intending to be legally bound hereby, the Parties agree as follows:

ARTICLE I
Exchange of Shares

1.1. Share Exchange. At the Closing, the Shareholder shall sell, transfer, convey, assign and deliver to CYIX its Goldenway Stock free and clear of all Liens, and CYIX shall issue to the Shareholders or its designees, 24,587,299 newly issued shares of CYIX Stock (referred to herein as the “Shares”) in exchange for the Goldenway Stock, which shares shall be reduced to 11,844,980, after giving effect to the Reverse Split contemplated by Section 4.3 hereof.

1.2. Closing. The closing (the “Closing”) of the transactions contemplated hereby (the “Transactions”) shall take place at the offices of Blank Rome LLP in Washington, DC, commencing at 9:00 a.m. local time on the second business day following the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the Transactions (other than conditions with respect to actions that the respective parties will take at Closing) or such other date and time as the Parties may mutually determine (the “Closing Date”).

-1-

ARTICLE II
Representations and Warranties of the Shareholder

The Shareholder hereby represents and warrants to CYIX as follows.

2.1. Good Title. The Shareholder is the record and beneficial owner, and has good title to its Goldenway Stock, with the right and authority to sell and deliver such Goldenway Stock. Upon delivery of any certificate or certificates duly assigned, representing the same as herein contemplated and/or upon registering of CYIX as the new owner of such Goldenway Stock in the share register of Goldenway, CYIX will receive good title to such Goldenway Stock, free and clear of all Liens.

2.2. Power and Authority. The Shareholder has the legal power and authority to execute and deliver this Agreement and to perform its obligations hereunder. All acts required to be taken by the Shareholder to enter into this Agreement and to carry out the Transactions have been properly taken. This Agreement constitutes a legal, valid and binding obligation of the Shareholder, enforceable against the Shareholder in accordance with the terms hereof.

2.3. No Conflicts. The execution and delivery of this Agreement by the Shareholder and the performance by the Shareholder of its obligations hereunder in accordance with the terms hereof: (a) will not require the consent of any third party or Governmental Entity under any Laws; (b) will not violate any Laws applicable to the Shareholder; and (c) will not violate or breach any contractual obligation to which the Shareholder is a party.

2.4. Litigation. There is no pending proceeding against the Shareholder that involves the Goldenway Stock or that challenges, or may have the effect of preventing, delaying or making illegal, or otherwise interfering with, any of the Transactions and, to the knowledge of the Shareholder, no such proceeding has been threatened, and no event or circumstance exists that is reasonably likely to give rise to or serve as a basis for the commencement of any such proceeding.

2.5. No Finder’s Fee. The Shareholder has not created any obligation for any finder’s, investment banker’s or broker’s fee in connection with the Transactions that are not payable entirely by the Shareholder.

2.6. Purchase Entirely for Own Account. The Shareholder is acquiring the CYIX Stock proposed to be acquired hereunder for investment for its own account and not with a view to the resale or distribution of any part thereof, and the Shareholder has no present intention of selling or otherwise distributing the CYIX Stock, except in compliance with applicable securities laws.

2.7. Available Information. The Shareholder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investment in CYIX and has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the CYIX Stock.

2.8. Non-Registration. The Shareholder understands that the CYIX Stock has not been registered under the Securities Act and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Shareholder’s representations as expressed herein. The non-registration shall have no prejudice with respect to any rights, interests, benefits and entitlements attached to the CYIX Stock in accordance with CYIX’s charter documents or the laws of its jurisdiction of incorporation.

-2-

2.9. Restricted Securities. The Shareholder understands that the Shares are characterized as “restricted securities” under the Securities Act inasmuch as this Agreement contemplates that, if acquired by the Shareholder pursuant hereto, the Shares would be acquired in a transaction not involving a public offering. The issuance of the Shares hereunder is being effected in reliance upon an exemption from registration afforded under Section 4(2) of the Securities Act for transactions by an issuer not involving a public offering. The Shareholder further acknowledges that if the Shares are issued to the Shareholder in accordance with the provisions of this Agreement, such Shares may not be resold without registration under the Securities Act or the existence of an exemption therefrom. The Shareholder represents that it is familiar with Rule 144 promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

2.10. Accredited Investor. The Shareholder is an “accredited investor” within the meaning of Rule 501 under the Securities Act.

2.11. Legends. It is understood that the CYIX Stock will bear the following legend or one that is substantially similar to the following legend:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE  NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE  SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY  INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED,  ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT  (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT  UNDER THE SECURITIES ACT AND APPLICABLE STATE  SECURITIES LAWS OR (2) PURSUANT TO AN AVAILABLE  EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF  THE SECURITIES ACT AND APPLICABLE STATE SECURITIES  LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH  TRANSFER, FURNISH TO THE COMPANY AN OPINION OF  COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY  SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES  MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER  CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION  FROM THE REGISTRATION REQUIREMENTS OF THE  SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.

2.12. Additional Legend. Additionally, the CYIX Stock will bear any legend required by the “blue sky” laws of any state to the extent such laws are applicable to the securities represented by the certificate so legended.

2.13. Disclosure. This Agreement, the schedules hereto and any certificate attached hereto or delivered in accordance with the terms hereof by or on behalf of the Shareholder in connection with the Transactions, when taken together, do not contain any untrue statement of a material fact or omit any material fact necessary in order to make the statements contained herein and/or therein not misleading.

-3-

ARTICLE III
Representations and Warranties of Goldenway

Subject to the exceptions set forth in the Goldenway Disclosure Letter (regardless of whether or not the Goldenway Disclosure Letter is referenced below with respect to any particular representation or warranty), Goldenway represents and warrants to CYIX and the Shareholder as follows.

3.1. Organization, Standing and Power. Goldenway and each of its subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on Goldenway and its subsidiaries taken as a whole, a material adverse effect on the ability of Goldenway to perform its obligations under this Agreement or on the ability of Goldenway to consummate the Transactions (a “Goldenway Material Adverse Effect”). Goldenway and each of its subsidiaries is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a Goldenway Material Adverse Effect. Goldenway has delivered to CYIX true and complete copies of the Goldenway Constituent Instruments, and the comparable charter, organizational documents and other constituent instruments of each of its subsidiaries, in each case as amended through the date of this Agreement.

3.2. Subsidiaries; Equity Interests.

(a) The Goldenway Disclosure Letter lists each subsidiary of Goldenway and its jurisdiction of organization. All the outstanding shares of capital stock or equity investments of each subsidiary have been validly issued and are fully paid and nonassessable and are as of the date of this Agreement owned by Goldenway or by another subsidiary of Goldenway, free and clear of all Liens.

(b) Except for its interests in its subsidiaries, Goldenway does not, as of the date of this Agreement, own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any person.

3.3. Capital Structure. The authorized capital stock of Goldenway consists of l,000,000,000 shares with a par value of HK$1.00 per share, of which 100,000,000 shares are issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities of Goldenway are issued, reserved for issuance or outstanding. Goldenway is the sole record and beneficial owner of all of the issued and outstanding capital stock of each of its subsidiaries. All outstanding shares of the capital stock of Goldenway and each of its subsidiaries are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable corporate laws, the Goldenway Constituent Instruments or any Contract to which Goldenway is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Goldenway or any of its subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Goldenway Stock or the capital stock of any of its subsidiaries may vote (“Voting Goldenway Debt”). As of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which Goldenway or any of its subsidiaries is a party or by which any of them is bound (a) obligating Goldenway or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, Goldenway or any of its subsidiaries or any Voting Goldenway Debt, (b) obligating Goldenway or any of its subsidiaries to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of Goldenway or of any of its subsidiaries. As of the date of this Agreement, there are not any outstanding contractual obligations of Goldenway to repurchase, redeem or otherwise acquire any shares of capital stock of Goldenway.

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3.4. Authority; Execution and Delivery; Enforceability. Goldenway has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution and delivery by Goldenway of this Agreement and the consummation by Goldenway of the Transactions have been duly authorized and approved by the Board of Directors of Goldenway and no other corporate proceedings on the part of Goldenway are necessary to authorize this Agreement and the Transactions. When executed and delivered, this Agreement will be enforceable against Goldenway in accordance with its terms (except as such enforceability may be limited by laws affecting creditor’s rights generally).

3.5. No Conflicts; Consents.

(a) The execution and delivery by Goldenway of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Goldenway or any of its subsidiaries under, any provision of (i) the Goldenway Constituent Instruments or the comparable charter or organizational documents of any of its subsidiaries, (ii) any Contract to which Goldenway or any of its subsidiaries is a party or to which any of their respective properties or assets is subject or (iii) subject to the filings and other matters referred to in Section 3.5(b), any material judgment, order or decree or material Law applicable to Goldenway or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Goldenway Material Adverse Effect.

(b) Except for required filings with the SEC and applicable “Blue Sky” or state securities commissions, no Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Goldenway or any of its subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.

3.6. Taxes.

(a) Goldenway and each of its subsidiaries has timely filed, or has caused to be timely filed on its behalf, all Tax Returns required to be filed by it, and all such Tax Returns are true, complete and accurate, except to the extent any failure to file or any inaccuracies in any filed Tax Returns, individually or in the aggregate, have not had and would not reasonably be expected to have a Goldenway Material Adverse Effect. All Taxes shown to be due on such Tax Returns, or otherwise owed, have been timely paid, except to the extent that any failure to pay, individually or in the aggregate, has not had and would not reasonably be expected to have a Goldenway Material Adverse Effect. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of Goldenway know of no basis for any such claim.

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(b) The Goldenway Financial Statements reflect an adequate reserve for all Taxes payable by Goldenway and its subsidiaries (in addition to any reserve for deferred Taxes to reflect timing differences between book and Tax items) for all Taxable periods and portions thereof through the date of such financial statements. No deficiency with respect to any Taxes has been proposed, asserted or assessed against Goldenway or any of its subsidiaries, and no requests for waivers of the time to assess any such Taxes are pending, except to the extent any such deficiency or request for waiver, individually or in the aggregate, has not had and would not reasonably be expected to have a Goldenway Material Adverse Effect.

3.7. Benefit Plans.

(a) Except as set forth in the Goldenway Disclosure Letter, neither Goldenway nor any of its subsidiaries maintains any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding (whether or not legally binding) providing benefits to any current or former employee, officer or director of Goldenway or any of its subsidiaries. Except as set forth in the Goldenway Disclosure Letter, as of the date of this Agreement there are not any severance or termination agreements or arrangements between Goldenway or any of its subsidiaries and any current or former employee, officer or director of Goldenway or any of its subsidiaries, nor does Goldenway or any of its subsidiaries have any general severance plan or policy.

(b) Since the date of the Goldenway Financial Statements, there has not been any adoption or amendment in any material respect by Goldenway or any of its subsidiaries of any plan described in Section 3.7(a) .

3.8. Litigation. Except as set forth in the Goldenway Disclosure Letter, there is no Action against or affecting Goldenway or any of its subsidiaries or any of their respective properties which (a) adversely affects or challenges the legality, validity or enforceability of any of this Agreement or the Shares or (b) could, if there were an unfavorable decision, individually or in the aggregate, have or reasonably be expected to result in a Goldenway Material Adverse Effect. Neither Goldenway nor any of its subsidiaries, nor any director or officer thereof (in his or its capacity as such), is or has been the subject of any Action involving a claim or violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty.

3.9. Compliance with Applicable Laws. Except as set forth in the Goldenway Disclosure Letter, Goldenway and each of its subsidiaries have conducted their business and operations in compliance with all applicable Laws, including those relating to occupational health and safety and the environment, except for instances of noncompliance that, individually or in the aggregate, have not had and would not reasonably be expected to have a Goldenway Material Adverse Effect. Goldenway has not received any written communication during the past two years from a Governmental Entity that alleges that Goldenway is not in compliance in any material respect with any applicable Law. This Section 3.9 does not relate to matters with respect to Taxes, which are the subject of Section 3.6.

3.10. Brokers. Except as set forth in the Goldenway Disclosure Letter, no broker, investment banker, financial advisor or other person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Transactions based upon arrangements made by or on behalf of Goldenway or any of its subsidiaries.

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3.11. Contracts. Except as set forth in the Goldenway Disclosure Letter, there are no Contracts that are material to the business, properties, assets, condition (financial or otherwise), results of operations or prospects of Goldenway and its subsidiaries taken as a whole. Neither Goldenway nor any of its subsidiaries is in violation of or in default under (nor does there exist any condition which upon the passage of time or the giving of notice would cause such a violation of or default under) any Contract to which it is a party or to which it or any of its properties or assets is subject, except for violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Goldenway Material Adverse Effect.

3.12. Title to Properties. Except as set forth in the Goldenway Disclosure Letter, neither Goldenway nor any of its subsidiaries own any real property. Goldenway and each of its subsidiaries has sufficient title to, or valid leasehold interests in, all of its properties and assets used in the conduct of its businesses. All such assets and properties, other than assets and properties in which Goldenway or any of its subsidiaries has leasehold interests, are free and clear of all Liens other than those set forth in the Goldenway Disclosure Letter and except for Liens that, individually or in the aggregate, do not and will not materially interfere with the ability of Goldenway and its subsidiaries to conduct business as currently conducted.

3.13. Intellectual Property. Goldenway and each of its subsidiaries own, or are validly licensed or otherwise have the right to use, all Intellectual Property Rights which are material to the conduct of the business of Goldenway and its subsidiaries taken as a whole. The Goldenway Disclosure Letter sets forth a description of all Intellectual Property Rights which are material to the conduct of the business of Goldenway and its subsidiaries. There are no claims pending or, to the knowledge of Goldenway, threatened that Goldenway or any of its subsidiaries is infringing or otherwise adversely affecting the rights of any person with regard to any Intellectual Property Right. To the knowledge of Goldenway, no person is infringing the rights of Goldenway or any of its subsidiaries with respect to any Intellectual Property Right.

3.14. Labor Matters. There are no collective bargaining or other labor union agreements to which Goldenway or any of its subsidiaries is a party or by which any of them is bound. No material labor dispute exists or, to the knowledge of Goldenway, is imminent with respect to any of the employees of Goldenway.

3.15. Financial Statements; Liabilities. Goldenway has delivered to CYIX its audited consolidated financial statements for the fiscal years ended December 31, 2010 and 2009 and its unaudited consolidated financial statements for the six months ended June 30, 2011 and 2010 (collectively, the “Goldenway Financial Statements”). The Goldenway Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis throughout the periods indicated. The Goldenway Financial Statements fairly present in all material respects the financial condition and operating results of Goldenway, as of the dates, and for the periods, set forth therein. Goldenway does not have any material liabilities or obligations, contingent or otherwise, other than (a) liabilities incurred in the ordinary course of business subsequent to June 30, 2011, and (b) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in the Goldenway Financial Statements, which, in both cases, individually or in the aggregate, are not material and would not be reasonably expected to result in a Goldenway Material Adverse Effect.

3.16. Transactions with Affiliates and Employees. Except as set forth in the Goldenway Disclosure Letter and the Goldenway Financial Statements, none of the officers or directors of Goldenway and, to the knowledge of Goldenway, none of the employees of Goldenway is presently a party to any transaction with Goldenway or any of its subsidiaries (other than for services as employees, officers and directors), including any Contract or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of Goldenway, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.

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3.17. Internal Accounting Controls. Goldenway and its consolidated subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (a) transactions are executed in accordance with management’s general or specific authorizations, (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (c) access to assets is permitted only in accordance with management’s general or specific authorization, and (d) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Goldenway has established disclosure controls and procedures for its company and designed such disclosure controls and procedures to ensure that material information relating to Goldenway and its subsidiaries are made known to the officers by others within those entities. The officers of Goldenway have evaluated the effectiveness of Goldenway’s controls and procedures. Since June 30, 2011, there have been no significant changes in Goldenway’s internal controls or, to Goldenway’s best knowledge, in other factors that could significantly affect Goldenway’s internal controls.

3.18. Solvency. Based on the financial condition of Goldenway as of the Closing Date (and assuming that the Closing shall have occurred): (a) Goldenway’s fair saleable value of its assets exceeds the amount that will be required to be paid on or in respect of Goldenway’s existing debts and other liabilities (including known contingent liabilities) as they mature; (b) Goldenway’s assets do not constitute unreasonably small capital to carry on its business for the current fiscal year as now conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements of the business conducted by Goldenway, and projected capital requirements and capital availability thereof; and (c) the current cash flow of Goldenway, together with the proceeds Goldenway would receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its debt when such amounts are required to be paid. Goldenway does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt).

3.19. Application of Takeover Protections. Goldenway has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Goldenway Constituent Instruments or the laws of its jurisdiction of organization that is or could become applicable to the Shareholder as a result of the Shareholder and Goldenway fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the issuance of the Shares and the Shareholder’s ownership of the Shares.

3.20. Investment Company. Goldenway is not, and is not an affiliate of, and immediately following the Closing will not have become, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

3.21. Foreign Corrupt Practices. Neither Goldenway, nor any of its subsidiaries, nor, to Goldenway’s knowledge, any director, officer, agent, employee or other person acting on behalf of Goldenway or any of its subsidiaries has, in the course of its actions for, or on behalf of, Goldenway (a) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (b) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (c) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (d) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

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3.22. Absence of Certain Changes or Events. Except as disclosed in the Goldenway Financial Statements or the Goldenway Disclosure Letter, from December 31, 2010 to the date of this Agreement, Goldenway and its subsidiaries have conducted their business only in the ordinary course, and during such period there has not been:

(a) any change in the assets, liabilities, financial condition or operating results of Goldenway or any of its subsidiaries, except changes in the ordinary course of business that have not caused, in the aggregate, a Goldenway Material Adverse Effect;

(b) any damage, destruction or loss, whether or not covered by insurance, that would have a Goldenway Material Adverse Effect;

(c) any waiver or compromise by Goldenway or any of its subsidiaries of a valuable right or of a material debt owed to it;

(d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by Goldenway or any of its subsidiaries, except in the ordinary course of business and the satisfaction or discharge of which would not have a Goldenway Material Adverse Effect;

(e) any material change to a material Contract by which Goldenway or any of its subsidiaries or any of its respective assets is bound or subject;

(f) any mortgage, pledge, transfer of a security interest in, or lien, created by Goldenway or any of its subsidiaries, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair Goldenway’s or its subsidiaries’ ownership or use of such property or assets;

(g) any loans or guarantees made by Goldenway or any of its subsidiaries to or for the benefit of its employees, officers or directors, or any members of their immediate families, or any loans or advances to any persons, corporations, business trusts, associations, companies, partnerships, limited liability companies, joint ventures and other entities, governments, agencies and political subdivision other than travel advances and other advances made in the ordinary course of its business;

(h) any alteration of Goldenway’s method of accounting or the identity of its auditors;

(i) any declaration or payment of dividend or distribution of cash or other property to the Shareholder or any purchase, redemption or agreements to purchase or redeem any Goldenway Stock;

(j) any issuance, sale, disposition or encumbrance of equity securities to any officer, director or affiliate, or any change in their outstanding shares of capital stock or their capitalization, whether by reason of reclassification, recapitalization, stock split, combination, exchange or readjustment of shares, stock dividend or otherwise; or

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(k) any arrangement or commitment by Goldenway or any of its subsidiaries to do any of the things described in this Section 3.22.

3.23. Disclosure. Goldenway confirms that neither it nor any person acting on its behalf has provided CYIX or its agents or counsel with any information that it believes constitutes material, non-public information except insofar as the existence and terms of the proposed transactions hereunder may constitute such information and except for information that will be disclosed by CYIX under a current report on Form 8-K filed within four business days after the Closing. Goldenway understands and confirms that CYIX will rely on the foregoing representations and covenants in effecting transactions in securities of Goldenway. All of the representations and warranties of Goldenway set forth in this Agreement are true and correct and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

3.24. No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to Goldenway or any of its subsidiaries, or their respective businesses, properties, prospects, operations or financial condition, that would be required to be disclosed by Goldenway under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by Goldenway of its Goldenway Stock and which has not been publicly announced or will not be publicly announced in a current report on Form 8-K filed within four business days after the Closing.

3.25. No Additional Agreements. Goldenway does not have any agreements or understandings with the Shareholder with respect to the Transactions other than as specified in this Agreement.

ARTICLE IV
Representations and Warranties of CYIX and the Controlling Stockholders

Each of CYIX and the Controlling Stockholders represents and warrants as follows to Goldenway and the Shareholders.

4.1. Organization, Standing and Power. CYIX is duly organized, validly existing and in good standing under the laws of the State of Nevada and has full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on CYIX, a material adverse effect on the ability of CYIX to perform its obligations under this Agreement or on the ability of CYIX to consummate the Transactions (an “CYIX Material Adverse Effect”). CYIX is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties makes such qualification necessary and where the failure to so qualify would reasonably be expected to have a CYIX Material Adverse Effect. CYIX has delivered to Goldenway or its counsel true and complete copies of the CYIX Charter and the CYIX Bylaws.

4.2. Subsidiaries; Equity Interests. CYIX does not own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any person.

4.3. Capital Structure. The authorized capital stock of CYIX consists of 75,000,000 shares of common stock, $0.001 par value. As of the date hereof, 5,870,000 shares of CYIX’s common stock are issued and outstanding and no shares of CYIX’s common stock are held by CYIX in its treasury; provided, however, that CYIX intends to effect a 1-for-0.481752 reverse split of the CYIX common stock, immediately prior to the Closing, such that the Company shall have only 14,672,865 shares of common stock issued and outstanding after giving effect to the reverse split. Except as set forth above, no shares of capital stock or other voting securities of CYIX were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of CYIX are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Nevada Revised Statutes, the CYIX Charter, the CYIX Bylaws or any Contract to which CYIX is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of CYIX having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of CYIX’s common stock may vote (“Voting CYIX Debt”). As of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which CYIX is a party or by which it is bound (a) obligating CYIX to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, CYIX or any Voting CYIX Debt, (b) obligating CYIX to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of CYIX. As of the date of this Agreement, there are not any outstanding contractual obligations of CYIX to repurchase, redeem or otherwise acquire any shares of capital stock of CYIX. The stockholder list provided to Goldenway or its counsel is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the CYIX’s common stock.

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4.4. Authority; Execution and Delivery; Enforceability. The execution and delivery by CYIX of this Agreement and the consummation by CYIX of the Transactions have been duly authorized and approved by the Board of Directors of CYIX and no other corporate proceedings on the part of CYIX are necessary to authorize this Agreement and the Transactions. This Agreement constitutes a legal, valid and binding obligation of CYIX, enforceable against CYIX in accordance with the terms hereof (except as such enforceability may be limited by laws affecting creditor’s rights generally).

4.5. No Conflicts; Consents.

(a) The execution and delivery by CYIX of this Agreement does not, and the consummation of Transactions and compliance with the terms hereof will not, contravene, conflict with or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of CYIX under, any provision of (i) the CYIX Charter or CYIX Bylaws, (ii) any material Contract to which CYIX is a party or to which any of its properties or assets is subject or (iii) subject to the filings and other matters referred to in Section 4.5(b), any material Order or material Law applicable to CYIX or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a CYIX Material Adverse Effect.

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(b) Except for required filings with the SEC and applicable “Blue Sky” or state securities commissions, no Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to CYIX in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.

4.6. Taxes.

(a) CYIX has timely filed, or has caused to be timely filed on its behalf, all Tax Returns required to be filed by it, and all such Tax Returns are true, complete and accurate, except to the extent any failure to file, any delinquency in filing or any inaccuracies in any filed Tax Returns, individually or in the aggregate, have not had and would not reasonably be expected to have a CYIX Material Adverse Effect. All Taxes shown to be due on such Tax Returns, or otherwise owed, have been timely paid, except to the extent that any failure to pay, individually or in the aggregate, has not had and would not reasonably be expected to have a CYIX Material Adverse Effect.

(b) The most recent financial statements contained in the SEC Reports reflect an adequate reserve for all Taxes payable by CYIX (in addition to any reserve for deferred Taxes to reflect timing differences between book and Tax items) for all Taxable periods and portions thereof through the date of such financial statements. No deficiency with respect to any Taxes has been proposed, asserted or assessed against CYIX, and no requests for waivers of the time to assess any such Taxes are pending, except to the extent any such deficiency or request for waiver, individually or in the aggregate, has not had and would not reasonably be expected to have a CYIX Material Adverse Effect.

(c) There are no Liens for Taxes (other than for current Taxes not yet due and payable) on the assets of CYIX. CYIX is not bound by any agreement with respect to Taxes.

4.7. Benefit Plans. CYIX does not, and since its inception never has, maintained or contributed to any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding (whether or not legally binding) providing benefits to any current or former employee, officer or director of CYIX. As of the date of this Agreement, there are not any employment, consulting, indemnification, severance or termination agreements or arrangements between CYIX and any current or former employee, officer or director of CYIX, nor does CYIX have any general severance plan or policy.

4.8. ERISA Compliance; Excess Parachute Payments. CYIX does not, and since its inception never has, maintained or contributed to any “employee pension benefit plans” (as defined in Section 3(2) of ERISA), “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) or any other benefit plan for the benefit of any current or former employees, consultants, officers or directors of CYIX.

4.9. Litigation. There is no Action against or affecting CYIX or any of its properties which (a) adversely affects or challenges the legality, validity or enforceability of either of this Agreement or the Shares or (b) could, if there were an unfavorable decision, individually or in the aggregate, have or reasonably be expected to result in a CYIX Material Adverse Effect. Neither CYIX nor any director or officer (in his or her capacity as such), is or has been the subject of any Action involving a claim or violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty.

4.10. Compliance with Applicable Laws. CYIX is in compliance with all applicable Laws, including those relating to occupational health and safety, the environment, export controls, trade sanctions and embargoes, except for instances of noncompliance that, individually and in the aggregate, have not had and would not reasonably be expected to have a CYIX Material Adverse Effect. CYIX has not received any written communication during the past two years from a Governmental Entity that alleges that CYIX is not in compliance in any material respect with any applicable Law. CYIX is in compliance with all effective requirements of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations thereunder, that are applicable to it, except where such noncompliance could not have or reasonably be expected to result in a CYIX Material Adverse Effect. This Section 4.10 does not relate to matters with respect to Taxes, which are the subject of Section 4.6.

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4.11. Contracts. Except as disclosed in the SEC Reports, there are no Contracts that are material to the business, properties, assets, condition (financial or otherwise), results of operations or prospects of CYIX taken as a whole. CYIX is not in violation of or in default under (nor does there exist any condition which upon the passage of time or the giving of notice would cause such a violation of or default under) any Contract to which it is a party or to which it or any of its properties or assets is subject, except for violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a CYIX Material Adverse Effect.

4.12. Title to Properties. CYIX has good title to, or valid leasehold interests in, all of its properties and assets used in the conduct of its businesses. All such assets and properties, other than assets and properties in which CYIX has leasehold interests, are free and clear of all Liens, except for Liens that, in the aggregate, do not and will not materially interfere with the ability of CYIX to conduct business as currently conducted. CYIX has complied in all material respects with the terms of all material leases to which it is a party and under which it is in occupancy, and all such leases are in full force and effect. CYIX enjoys peaceful and undisturbed possession under all such material leases.

4.13. Intellectual Property. CYIX does not own, nor is validly licensed nor otherwise has the right to use, any Intellectual Property Rights. No claims are pending or, to the knowledge of CYIX, threatened that CYIX is infringing or otherwise adversely affecting the rights of any person with regard to any Intellectual Property Right.

4.14. Labor Matters. There are no collective bargaining or other labor union agreements to which CYIX is a party or by which it is bound. No material labor dispute exists or, to the knowledge of CYIX, is imminent with respect to any of the employees of CYIX.

4.15. SEC Documents; Undisclosed Liabilities.

(a) CYIX has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC since May 11, 2009, pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act (the “SEC Reports”).

(b) As of its respective filing date, each SEC Report complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Report. Except to the extent that information contained in any SEC Report has been revised or superseded by a later SEC Report, none of the SEC Reports contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of CYIX included in the SEC Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of CYIX and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).

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(c) Except as set forth in the SEC Reports, CYIX has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by U.S. generally accepted accounting principles to be set forth on a balance sheet of CYIX or in the notes thereto. There are no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities) due after the date hereof. All liabilities of CYIX shall have been paid off and shall in no event remain liabilities of CYIX, Goldenway or the Shareholder following the Closing.

4.16. Transactions With Affiliates and Employees. Except as disclosed in the SEC Reports, none of the officers or directors of CYIX and, to the knowledge of CYIX, none of the employees of CYIX is presently a party to any transaction with CYIX (other than for services as employees, officers and directors), including any Contract or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of CYIX, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.

4.17. Internal Accounting Controls. CYIX maintains a system of internal accounting controls sufficient to provide reasonable assurance that (a) transactions are executed in accordance with management’s general or specific authorizations, (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (c) access to assets is permitted only in accordance with management’s general or specific authorization, and (d) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. CYIX has established disclosure controls and procedures for CYIX and designed such disclosure controls and procedures to ensure that material information relating to CYIX is made known to the officers by others within CYIX. CYIX’s officers have evaluated the effectiveness of CYIX’s controls and procedures. Since the date of the most recent financial statements contained in the SEC Reports, there have been no significant changes in CYIX’s internal controls or, to CYIX’s knowledge, in other factors that could significantly affect CYIX’s internal controls.

4.18. Solvency. Except as disclosed in the SEC Reports, based on the financial condition of CYIX as of the Closing Date (and assuming that the Closing shall have occurred), (a) CYIX’s fair saleable value of its assets exceeds the amount that will be required to be paid on or in respect of CYIX’s existing debts and other liabilities (including known contingent liabilities) as they mature, (b) CYIX’s assets do not constitute unreasonably small capital to carry on its business for the current fiscal year as now conducted and as proposed to be conducted, including its capital needs, taking into account the particular capital requirements of the business conducted by CYIX, and projected capital requirements and capital availability thereof, and (c) the current cash flow of CYIX, together with the proceeds CYIX would receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its debt when such amounts are required to be paid. CYIX does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt).

4.19. Application of Takeover Protections. CYIX has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the CYIX Charter or the laws of its state of incorporation that is or could become applicable to the Shareholder as a result of the Shareholder and CYIX fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the issuance of the Shares and the Shareholder’s ownership of the Shares.

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4.20. Investment Company. CYIX is not, and is not an affiliate of, and immediately following the Closing will not have become, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

4.21. Foreign Corrupt Practices. Neither CYIX, nor to CYIX’s knowledge, any director, officer, agent, employee or other person acting on behalf of CYIX has, in the course of its actions for, or on behalf of, CYIX (a) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (b) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (c) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (d) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

4.22. Absence of Certain Changes or Events. Except as disclosed in the SEC Reports, from the date of the most recent financial statements contained in the SEC Reports to the date of this Agreement, CYIX has conducted its business only in the ordinary course, and during such period there has not been:

(a) any change in the assets, liabilities, financial condition or operating results of CYIX from that reflected in the financial statements contained in the SEC Reports, except changes in the ordinary course of business that have not caused, in the aggregate, a CYIX Material Adverse Effect;

(b) any damage, destruction or loss, whether or not covered by insurance, that would have a CYIX Material Adverse Effect;

(c) any waiver or compromise by CYIX of a valuable right or of a material debt owed to it;

(d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by CYIX, except in the ordinary course of business and the satisfaction or discharge of which would not have a CYIX Material Adverse Effect;

(e) any material change to a material Contract by which CYIX or any of its assets is bound or subject;

(f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;

(g) any resignation or termination of employment of any officer of CYIX;

(h) any mortgage, pledge, transfer of a security interest in or lien created by CYIX with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and that do not materially impair CYIX’s ownership or use of such property or assets;

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(i) any loans or guarantees made by CYIX to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business;

(j) any declaration, setting aside or payment or other distribution in respect of any of CYIX’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by CYIX;

(k) any alteration of CYIX’s method of accounting or the identity of its auditors;

(l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing CYIX stock option plans; or

(m) any arrangement or commitment by CYIX to do any of the things described in this Section 4.22.

4.23. Certain Registration Matters. CYIX has not granted or agreed to grant to any person any rights (including “piggy-back” registration rights) to have any securities of CYIX registered with the SEC or any other governmental authority that have not been satisfied.

4.24. Listing and Maintenance Requirements. CYIX is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with the listing and maintenance requirements for continued listing of the CYIX Stock on the trading market on which the CYIX Stock is currently listed or quoted. The issuance and sale of the Shares under this Agreement does not contravene the rules and regulations of the trading market on which the CYIX Stock are currently listed or quoted, and no approval of the stockholders of CYIX is required for CYIX to issue and deliver to the Shareholders the Shares contemplated by this Agreement.

4.25. Disclosure. CYIX confirms that neither it nor any person acting on its behalf has provided the Shareholder or its agents or counsel with any information that CYIX believes constitutes material, non-public information except insofar as the existence and terms of the proposed transactions hereunder may constitute such information and except for information that will be disclosed by CYIX under a current report on Form 8-K filed within four business days after the Closing. CYIX understands and confirms that the Shareholder will rely on the foregoing representations and covenants in effecting transactions in securities of CYIX. All of the representations and warranties set forth in this Agreement are true and correct and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

4.26. No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to CYIX, or its businesses, properties, prospects, operations or financial condition, that would be required to be disclosed by CYIX under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by CYIX of its common stock and which has not been publicly announced or will not be publicly announced in a current report on Form 8-K filed within four business days after the Closing.

4.27. No Additional Agreements. CYIX does not have any agreement or understanding with the Shareholders with respect to the Transactions other than as specified in this Agreement.

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ARTICLE V
Conditions to Closing

5.1. Conditions to the Obligations of Goldenway and the Shareholder. The obligations of Goldenway the Shareholder to enter into and complete the Closing are subject, at the option of Goldenway and the Shareholder, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by Goldenway and the Shareholder in writing.

(a) Representations and Covenants. The representations and warranties of CYIX contained in this Agreement shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. CYIX shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by CYIX on or prior to the Closing Date. CYIX shall have delivered to Goldenway and the Shareholder a certificate, dated the Closing Date, to the foregoing effect.

(b) Litigation. No action, suit or proceeding shall have been instituted before any court or governmental or regulatory body or instituted or threatened by any governmental or regulatory body to restrain, modify or prevent the carrying out of the Transactions or to seek damages or a discovery order in connection with such Transactions, or which has or may have, in the reasonable opinion of Goldenway or the Shareholder, a materially adverse effect on the assets, properties, business, operations or condition (financial or otherwise) of CYIX.

(c) Consents. All material consents, waivers, approvals, authorizations or orders required to be obtained, and all filings required to be made, by CYIX for the authorization, execution and delivery of this Agreement and the consummation by it of the Transactions shall have been obtained and made by CYIX, except where the failure to receive such consents, waivers, approvals, authorizations or orders or to make such filings would not have a CYIX Material Adverse Effect.

(d) No Material Adverse Change. There shall not have been any occurrence, event, incident, action, failure to act, or transaction since the date of the most recent financial statements contained in the SEC Reports which has had or is reasonably likely to cause a CYIX Material Adverse Effect.

(e) Post-Closing Capitalization. At, and immediately after, the Closing, the authorized capitalization, and the number of issued and outstanding shares of the capital stock of CYIX, on a fully-diluted basis, as indicated on a schedule to be delivered by the Parties at or prior to the Closing, shall be acceptable to Goldenway and the Shareholder.

(f) Satisfactory Completion of Due Diligence. Goldenway and the Shareholder shall have completed their legal, accounting and business due diligence of CYIX and the results thereof shall be satisfactory to Goldenway and the Shareholder in their sole and absolute discretion.

(g) SEC Reports. CYIX shall have filed all reports and other documents required to be filed by it under the U.S. federal securities laws through the Closing Date.

(h) OTCBB Quotation. CYIX shall have maintained its status as a company whose common stock is quoted on the OTC Bulletin Board maintained by the Financial Industry Regulatory Authority and no reason shall exist as to why such status shall not continue immediately following the Closing.

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(i) No Suspensions of Trading in CYIX Stock; Listing. Trading in the CYIX Stock shall not have been suspended by the SEC or any trading market (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information regarding CYIX) at any time since the date of execution of this Agreement, and the CYIX Stock shall have been at all times since such date listed for trading on a trading market.

(j) Secretary’s Certificate. CYIX shall have delivered to Goldenway a certificate, signed by its Secretary, certifying that the attached copies of the CYIX Charter, CYIX Bylaws and resolutions of its Board of Directors approving this Agreement and the Transactions are all true, complete and correct and remain in full force and effect.

(k) Good Standing Certificate. CYIX shall have delivered to Goldenway a certificate of good standing of CYIX dated within five (5) business days of Closing, issued by the Secretary of State of Nevada.

(l) Resignations and Appointments. CYIX shall have delivered to Goldenway (i) a letter of resignation from Mr. Terry G. Bowering resigning from his position as a director of CYIX and from all offices he holds effective upon the Closing; (ii) evidence of the election of such persons as officers and directors as may be designated by Goldenway, effective as of the Closing.

(m) Payoff Letters and Releases. CYIX shall have delivered to Goldenway such payoff letters and releases relating to liabilities of CYIX as Goldenway shall request, in form and substance satisfactory to Goldenway.

(n) Lien Searches. CYIX shall have delivered to Goldenway the results of UCC, judgment lien and tax lien searches with respect to CYIX, the results of which indicate no liens on the assets of CYIX

(o) Release. CYIX shall have delivered to Goldenway a duly executed release by Terry G. Bowering in favor of CYIX, Goldenway and the Shareholder, in form and substance satisfactory to Goldenway and the Shareholder.

(p) Indemnification Agreement. CYIX shall have delivered an indemnification agreement, executed by Terry G. Bowering for the benefit of CYIX, Goldenway and the Shareholder, in the form and substance satisfactory to Goldenway and the Shareholder.

(q) Legal Opinion. Goldenway and the Shareholder shall have received an opinion from CYIX’s legal counsel that is satisfactory to Goldenway and the Shareholder.

(r) Issuance of Stock Certificate. CYIX shall have delivered to the Shareholder a certificate representing the Shares.

5.2. Conditions to the Obligations of CYIX. The obligations of CYIX to enter into and complete the Closing is subject, at the option of CYIX, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by CYIX in writing.

(a) Representations and Covenants. The representations and warranties of Goldenway and the Shareholder contained in this Agreement shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. Goldenway and the Shareholder shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Goldenway and the Shareholder on or prior to the Closing Date. Each of Goldenway and the Shareholder shall have delivered to CYIX a certificate, dated the Closing Date, to the foregoing effect.

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(b) Litigation. No action, suit or proceeding shall have been instituted before any court or governmental or regulatory body or instituted or threatened by any governmental or regulatory body to restrain, modify or prevent the carrying out of the Transactions or to seek damages or a discovery order in connection with such Transactions, or which has or may have, in the reasonable opinion of CYIX, a materially adverse effect on the assets, properties, business, operations or condition (financial or otherwise) of Goldenway.

(c) Consents. All material consents, waivers, approvals, authorizations or orders required to be obtained, and all filings required to be made, by Goldenway and the Shareholder for the authorization, execution and delivery of this Agreement and the consummation by them of the Transactions, shall have been obtained and made by Goldenway and the Shareholder, except where the failure to receive such consents, waivers, approvals, authorizations or orders or to make such filings would not have a Goldenway Material Adverse Effect.

(d) No Material Adverse Change. There shall not have been any occurrence, event, incident, action, failure to act, or transaction since the date of the Goldenway Financial Statements which has had or is reasonably likely to cause a Goldenway Material Adverse Effect.

(e) Post-Closing Capitalization. At, and immediately after, the Closing, the authorized capitalization, and the number of issued and outstanding shares of the capital stock of CYIX, on a fully-diluted basis, as indicated on a schedule to be delivered by the Parties at or prior to the Closing, shall be acceptable to CYIX.

(f) Satisfactory Completion of Due Diligence. CYIX shall have completed its legal, accounting and business due diligence of Goldenway and the Shareholder and the results thereof shall be satisfactory to CYIX in its sole and absolute discretion.

(g) Secretary’s Certificate. Goldenway shall have delivered to CYIX a certificate, signed by its Secretary (or authorized director or officer), certifying that the attached copies of the Goldenway Constituent Instruments and resolutions of the Board of Directors of Goldenway approving this Agreement and the Transactions are all true, complete and correct and remain in full force and effect.

(h) Certificate of Good Standing. Goldenway shall have delivered to CYIX a certificate of good standing of Goldenway, dated as of a recent date, issued by the relevant authority of Hong Kong.

(i) Delivery of Audit Report and Financial Statements. Goldenway shall have completed the Goldenway Financial Statements and shall have received an audit report from an independent audit firm that is registered with the Public Company Accounting Oversight Board. The form and substance of the Goldenway Financial Statements shall be satisfactory to CYIX in its sole and absolute discretion.

(j) Form 8-K. Goldenway shall have provided CYIX with reasonable assurances that CYIX will be able to comply with its obligation to file a current report on Form 8-K within four (4) business days following the Closing containing the requisite financial statements of Goldenway and the requisite Form 10 disclosure regarding Goldenway and its subsidiaries.

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(k) Hong Kong Legal Opinion. Goldenway, the Shareholder and CYIX shall have received an opinion from Goldenway’s legal counsel in Hong Kong, confirming the legality under Hong Kong and Chinese laws, as applicable, of the restructuring being effected by Goldenway in connection with the Transactions and the enforceability of this Agreement and that is otherwise satisfactory to Goldenway, the Shareholder and CYIX.

(l) Share Transfer Documents. The Shareholder shall have delivered to CYIX certificate(s) representing its Goldenway Stock, accompanied by an executed instrument of transfer for transfer by the Shareholder of its Goldenway Stock to CYIX

ARTICLE VI
Covenants

6.1. Blue Sky Laws. CYIX shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under any applicable state securities laws in connection with the issuance of the CYIX Stock in connection with this Agreement.

6.2. Public Announcements. CYIX and Goldenway will consult with each other before issuing, and provide each other the opportunity to review and comment upon, any press releases or other public statements with respect to this Agreement and the Transactions and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchanges.

6.3. Fees and Expenses. All fees and expenses incurred in connection with this Agreement shall be paid by the Party incurring such fees or expenses, whether or not this Agreement is consummated.

6.4. Filing of 8-K. CYIX shall file, within four (4) business days of the Closing Date, a current report on Form 8-K and attach as exhibits all relevant agreements with the SEC disclosing the terms of this Agreement and other requisite disclosure regarding the Transactions and including the requisite audited consolidated financial statements of Goldenway and the requisite Form 10 disclosure regarding Goldenway and its subsidiaries. In addition, CYIX shall issue a press release at a mutually agreeable time following the Closing Date.

6.5. Filing of Form 10-K. The Controlling Stockholders acknowledge that the CYIX Annual Report on Form 10-K for the fiscal year ended June 30, 2011 (the "Form 10-K") is due to be filed with the SEC on or before Tuesday, September 28, 2011, but that the Controlling Stockholder is in the best position to report on, and provide information regarding the condition of CYIX as at June 30, 2011. Accordingly, the Controlling Stockholders hereby agree to cause the preparation and audit of the Form 10-K and related financial statements at his own expense, and to cause the filing of such Form 10-K as soon as possible after the Closing Date, but by no later than the mandated filing date. The Controlling Stockholders further agree to provide CYIX with such information and certifications with respect to the period prior to June 30, 2011, as deemed necessary by CYIX for its Chief Executive Officer and Chief Financial Officer to certify in the Form 10-K as to the accuracy of the information included therein.

6.6. Furnishing of Information. As long as the Shareholder owns the Shares, CYIX covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by CYIX after the date hereof pursuant to the Exchange Act. As long as the Shareholder owns the Shares, if CYIX is not required to file reports pursuant to such laws, it will prepare and furnish to the Shareholder and make publicly available in accordance with Rule 144(c) promulgated by the SEC pursuant to the Securities Act, such information as is required for the Shareholder to sell Shares under Rule 144. CYIX further covenants that it will take such further action as any holder of the Shares may reasonably request, all to the extent required from time to time to enable such person to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144.

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ARTICLE VII
Miscellaneous

7.1. Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given upon receipt by the Parties at the following addresses (or at such other address for a Party as shall be specified by like notice):

If to CYIX or the Controlling Stockholders, to:

3647 Hanna Bay
Regina, SK, SFS 7C8
Canada
Attention: Terry G. Bowering

with a copy to:

Macdonald Tuskey
4^th Floor – 570 Granville Street
Vancouver, BC, V6C 3P1
Canada
Attention: William Macdonald

If to Goldenway or the Shareholder, to:

Goldenway Investments Holdings Limited
Suites 3701-4, 37/F
Tower 6, The Gateway
Harbour City, Tsim Sha Tsui
Kowloon, Hong Kong

with a copy to:

Blank Rome LLP
Watergate 600 New Hampshire Ave., NW
Washington, DC 20037
Attention: Dawn Bernd-Schulz.

7.2. Amendments; Waivers. No provision of this Agreement may be waived or amended except in a written instrument signed by CYIX, Goldenway and the Shareholder. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any Party to exercise any right hereunder in any manner impair the exercise of any such right.

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7.3. Replacement of Securities. If any certificate or instrument evidencing any Shares is mutilated, lost, stolen or destroyed, CYIX shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof, or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to CYIX of such loss, theft or destruction and customary and reasonable indemnity, if requested. The applicants for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs associated with the issuance of such replacement Shares. If a replacement certificate or instrument evidencing any Shares is requested due to a mutilation thereof, CYIX may require delivery of such mutilated certificate or instrument as a condition precedent to any issuance of a replacement.

7.4. Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of CYIX, Goldenway and the Shareholder will be entitled to specific performance under this Agreement. The Parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations described in the foregoing sentence and hereby agrees to waive in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.

7.5. Limitation of Liability. Notwithstanding anything herein to the contrary, each of CYIX and Goldenway acknowledges and agrees that the liability of the Shareholder arising directly or indirectly, under any Transaction Document of any and every nature whatsoever shall be satisfied solely out of the assets of the Shareholder, and that no trustee, officer, other investment vehicle or any other affiliate of the Shareholder or any investor, shareholder or holder of shares of beneficial interest of the Shareholder shall be personally liable for any liabilities of the Shareholder.

7.6. Interpretation. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”.

7.7. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the Transactions are fulfilled to the extent possible.

7.8. Counterparts; Facsimile Execution. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties. Facsimile execution and delivery of this Agreement is legal, valid and binding for all purposes.

7.9. Entire Agreement; Third Party Beneficiaries. This Agreement, taken together with the Goldenway Disclosure Letter, (a) constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the Transactions and (b) are not intended to confer upon any person other than the Parties any rights or remedies.

7.10. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof, except to the extent the laws of the State of Nevada are mandatorily applicable to the Transactions.

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7.11. Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any of the Parties without the prior written consent of each of the other Parties. Any purported assignment without such consent shall be void. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and assigns.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Share Exchange Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

CYBER INFORMATIX, INC.

By: /s/ Terry G. Bowering                                  
Name: Terry G. Bowering
Title: Chief Executive Officer

[CONTROLLING STOCKHOLDERS, GOLDENWAY AND SHAREHOLDER
SIGNATURE PAGES FOLLOW]

Signature Page to Share Exchange Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Share Exchange Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

/s/ Terry G. Bowering                            
Terry G. Bowering

/s/ Donald C. Jones                               
Donald C. Jones

[GOLDENWAY AND SHAREHOLDER SIGNATURE PAGE FOLLOWS]

Signature Page to Share Exchange Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Share Exchange Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

GOLDENWAY PRECIOUS METALS LIMITED

By:  /s/ Hao Tang                                  
Name: Hao TANG
Title: Chief Executive Officer

GOLDENWAY INVESTMENTS HOLDINGS
LIMITED

By:  /s/ Wai-lam Ricky Lai                   
Name: Wai-lam Ricky LAI
Title: Director

Signature Page to Share Exchange Agreement

ANNEX A
Definitions

“Action” means any action, suit, inquiry, notice of violation, proceeding (including any partial proceeding such as a deposition) or investigation pending or threatened in writing before or by any court, arbitrator, governmental or administrative agency, regulatory authority (federal, state, county, local or foreign), stock market, stock exchange or trading facility.

“Agreement” has the meaning set forth in the Preamble of this Agreement.

“Goldenway” has the meaning set forth in the Preamble of this Agreement.

“Goldenway Constituent Instruments” means the certificate of incorporation and memorandum and articles of association of Goldenway and such other constituent instruments of Goldenway as may exist, each as amended to the date of this Agreement.

“Goldenway Disclosure Letter” means the letter delivered from Goldenway to CYIX concurrently herewith.

“Goldenway Financial Statements” has the meaning set forth in the Section 3.15 of this Agreement.

“Goldenway Material Adverse Effect” has the meaning set forth in Section 3.1 of this Agreement.

“Goldenway Stock” has the meaning set forth in the Background Section of this Agreement.

“Closing” has the meaning set forth in Section 1.2 of this Agreement.

“Closing Date” has the meaning set forth in Section 1.2 of this Agreement.

“Consent” means any material consent, approval, license, permit, order or authorization.

“Contract” means any contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Governmental Entity” means any federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign.

“Intellectual Property Right” means any patent, patent right, trademark, trademark right, trade name, trade name right, service mark, service mark right, copyright and other proprietary intellectual property right and computer program.

“Law” means any statute, law, ordinance, rule, regulation, order, writ, injunction, judgment, or decree.

“Lien” means any lien, security interest, pledge, equity and claim of any kind, voting trust, stockholder agreement and other encumbrance.

“Party” has the meaning set forth in the Preamble of this Agreement.

“SEC” means the Securities and Exchange Commission.

“SEC Reports” has the meaning set forth in Section 4.15 of this Agreement.

“Securities Act” means the Securities Act of 1933, as amended.

“Shareholder” has the meaning set forth in the Preamble of this Agreement.

“Shares” has the meaning set forth in the Section 1.1 of this Agreement.

“CYIX” has the meaning set forth in the Preamble of this Agreement.

“CYIX Bylaws” means the Bylaws of CYIX, as amended to the date of this Agreement.

“CYIX Charter” means the Articles of Incorporation of CYIX, as amended to the date of this Agreement.

“CYIX Material Adverse Effect” has the meaning set forth in the Section 4.1 of this Agreement.

“CYIX Stock” has the meaning set forth in the Background Section of this Agreement.

“Taxes” means all forms of taxation, whenever created or imposed, and whether of the United States or elsewhere, and whether imposed by a local, municipal, governmental, state, foreign, federal or other Governmental Entity, or in connection with any agreement with respect to Taxes, including all interest, penalties and additions imposed with respect to such amounts.

“Tax Return” means all federal, state, local, provincial and foreign Tax returns, declarations, statements, reports, schedules, forms and information returns and any amended Tax return relating to Taxes.

“Transactions” has the meaning set forth in Section 1.2 of this Agreement.

“Transaction Documents” means this Agreement and any other documents or agreements executed in connection with the Transactions.

“Voting Goldenway Debt” has the meaning set forth in Section 3.3 of this Agreement

“Voting CYIX Debt” has the meaning set forth in Section 4.3 of this Agreement.

	GOLDENWAY PRECIOUS METALS LIMITED
	Suites 3701-4, 37/F
	Tower 6, The Gateway
	Harbour City, Tsim Sha Tsui
	Kowloon, Hong Kong

September 30, 2011

Cyber Informatix, Inc.

Room 1209, Block 1

33 Canton Road, Tsim Sha Tsui

Kowloon, Hong Kong

     Re: Disclosure Letter

Dear Sir:

     This disclosure letter (the “Disclosure Letter”) is being delivered by Goldenway Precious Metals Limited, a Hong Kong company (the “Company”), in connection with that certain Share Exchange Agreement, dated as of the date hereof, by and among (a) the Company, (b) Cyber Informatix, Inc., a Nevada corporation (“CYIX”), (c) Mr. Terry G. Bowering, the controlling stockholder of CYIX and (d) Goldenway Investments Holdings Limited, a Hong Kong limited liability company (the “Agreement”). Unless the context otherwise requires, all capitalized terms used in this Disclosure Letter shall have the respective meanings assigned to them in the Agreement.

     The representations, warranties, covenants and agreements made by the Company set forth in the Agreement are hereby excepted to the extent of any disclosure contained in the attached disclosure schedules, including any documents incorporated by reference therein (the “Schedules”). The sections in the Schedules correspond to the section numbers in the Agreement which are modified by the disclosures. The disclosures in the Schedules shall modify and relate to the representations, warranties, covenants and agreements in the Section of the Agreement to which they expressly refer and shall be deemed to be disclosed and incorporated in each of the other sections of the Schedules as though fully set forth in such other sections (whether or not specific cross-references are made), and shall be deemed to qualify and limit all representations, warranties, covenants and agreements made by the Company contained in the Agreement. Unless otherwise stated, all statements made in the Schedules are made as of the date hereof. The Schedules are incorporated by reference to the Agreement and should be considered an integral part of the Agreement.

     The headings contained in the Schedules are included for convenience only, and are not intended to limit the effect of the disclosures contained therein or to expand the scope of the information required to be disclosed in this Disclosure Letter. The representations and warranties made by the Company in the Agreement are exclusive and the Company makes no representations or warranties whatsoever except as set forth in the Agreement. The information and disclosures contained in the Schedules are intended only to qualify and limit the representations, warranties, covenants and agreements made by the Company contained in the Agreement and shall not be deemed to expand in any way the scope or effect of any of such representations, warranties, covenants or agreements.

Cyber Informatix, Inc.

September 30, 2011

Page 2

No reference to or disclosure of any item or other matter in the Schedules shall be construed as an admission or indication that such item or other matter is material or that such item or other matter is required to be referred to or disclosed in this Disclosure Letter. No disclosure in the Schedules relating to any possible breach or violation of any agreement, law or regulation shall be construed as an admission or indication that any such breach or violation exists or has actually occurred, and nothing in the Schedules constitutes an admission of any liability or obligation of the Company to any third party, nor an admission against the Company’s interest.

Very truly yours,

GOLDENWAY PERCIOUS METALS LIMITED

By: /s/ Cheung Yuen

Name: Cheung Yuen

Title: Director

By: /s/ Lai Wai Lam Ricky

Name: Lai Wai Lam Ricky

Title: Director

By: /s/ Huang Jian Qin

Name: Huang Jian Qin

Title: Director

[Signature Page to Disclosure Letter]

Schedule 3.1

Organization, Standing and Power

None.

Schedule 3.2

Subsidiaries

None.

Schedule 3.7

Benefit Plans

None.

Schedule 3.8

Litigation

None.

Schedule 3.9

Legal Compliance

The Company offers and sells Contracts for Difference (“CFDs”) outside the United States to non-U.S. persons. CFDs may not be offered in the United States by the Company and are not eligible for resale to U.S. persons. They are not currently registered with the U.S. Securities and Exchange Commission or any other U.S. regulator and may not be enforceable in the United States. To the extent the Company’s current CFD product offerings constitute an offer or sale of securities under the U.S. federal securities laws, the Company will need to comply with those U.S. federal securities laws. To the extent that the Company’s CFD offerings constitute OTC futures contracts or other financial derivative instruments, they are prohibited under the provisions of the U.S. Commodity Exchange Act. To the extent the Company’s CFD offerings are determined to constitute swaps or security-based swaps under the Dodd-Frank Act, the Commodity Exchange Act, or the federal securities laws, the Company would be required to comply with such U.S. laws with respect to such offerings. Failure to effectively manage these risks or properly comply with local laws or regulations relating to the Company’s product offerings, including U.S. federal securities laws, may expose the Company to fines, penalties or other sanctions that could have a material adverse effect upon the Company’s business, financial condition and results of operations and cash flows.

Schedule 3.10

Brokers

None.

Schedule 3.11

Contracts

The Company’s material contracts are filed as exhibits to the Current Report on Form 8-K of CYIX to be filed on or about the Closing Date.

Schedule 3.12

Title to Properties

None.

Schedule 3.13

Intellectual Property

In June 2011, the Company registered its trademark with the Intellectual Property Department of Hong Kong for marketing and brand recognition.

The Company operates its online trading business through an electronic trading platform licensed and developed with Shenzhen Gateway Technology Limited (“Gateway”), a PRC-based IT services provider in which our CEO, Hao Tang, holds a 29% equity interest. Pursuant to a software development contract, dated March 26, 2010, between the Company and Gateway, Gateway assists the Company in the operation, maintenance and development of this platform.

Schedule 3.17

Transactions with Affiliates and Employees

See the Company’s disclosure under the “Certain Relationships and Related Transactions, and Director Independence – Transactions with Related Persons” heading in the Current Report on Form 8-K of CYIX to be filed on or about the Closing Date.

Schedule 3.23

Certain Changes or Events

None.

EX-10.1

Exhibit 10.1

Dated the 30th day of March 2010.

WIDE HARVESTINVESTMENT LIMITED

and

GOLDENWAY PRECIOUS METALS LIMITED

_______________________________________________

TENANCY AGREEMENT

of

Suite No. 9 on the 12th Floor of Tower 1,
China Hong Kong City, China Ferry Terminal,
Canton Road, Kowloon.

_______________________________________________

BAKER & M9KENZIE
Solicitors & Notaries
14th Floor
Hutchison House
Harcourt Road Central
Hong Kong

AWL/DFC/wne
CON: 70820
CHKC TA.office.doc

THIS AGREEMENT is dated the 30th day of March 2010

BETWEEN the parties described as the Landlord and the Tenant respectively in Part I of the First Schedule

WHEREBY IT IS AGREED as follows :

SECTION I
INTERPRETATION AND AGREEMENT

1.1	Interpretation
	In this Agreement the expressions set out in the Schedules hereto shall where the context so admits have the meanings respectively ascribed to them therein.
1.2	Joint and several liability
	In this Agreement where the context so permits or requires words importing the singular number include the plural number and vice versa and words importing a gender include all other genders and where there are two or more persons included in the expression “the Tenant" covenants expressed to be made by the Tenant shall be deemed to be made by such persons jointly and severally.
1.3	Headings and index
	The headings and covering pages are intended for guidance only and do not form part of this Agreement nor shall any of the provisions of this Agreement be construed or interpreted by reference thereto or in any way affected or limited thereby.
2	Premises Term and Rent
	The Landlord shall let and the Tenant shall take, in the state and condition as it is, ALL THAT the premises more particularly described and set out in Part II of the First Schedule (“Premises”) TOGETHER with the use in common with the Landlord and all others having the like right of the entrances staircases, landings, lavatories, corridors and passages in the Building as defined in Part II of the First Schedule insofar as the same are necessary for the proper use and enjoyment of the Premises AND TOGETHER with the use in common with others having the like right of the lifts escalators and central air-conditioning service serving the Premises whenever the same shall be operating for the term set out in Part III of the First Schedule( "Term”) YIELDING AND PAYING there for throughout the Term such rent and Management Fee and Air-Conditioning Charge (which are unless the context otherwise requires collectively included in the term (“Rent") and other charges as are from time to time payable in advance and in accordance with the provisions set out in the Second Schedule.

SECTION 11
DEPOSIT

1	Deposit
	1.1	The Tenant shall on the signing hereof deposit with the Landlord the sum or sums specified in Part V of the First Schedule to secure the due observance and performance by the Tenant of the covenants, agreements, stipulations, terms and conditions herein contained and on the part of the Tenant to be observed and performed.
	1.2	The deposit shall be retained by the Landlord throughout the Term (SUBJECT to the Landlord's right to forfeit the deposit under clause 1 of Section IX hereof) without interest and the Tenant hereby specifically authorises the Landlord (but without prejudice to any other right or remedy) to deduct and apply the deposit in payment of the amount of any rent, rates, Government rent (if any) Management Fee and Air-Conditioning Charge and other charges payable hereunder by the Tenant and any costs expenses loss or damage sustained by the Landlord as the result of any non-observance or non-performance by the Tenant of any of the covenants, agreements, stipulations, obligations or conditions.
	1.3	In the event of any deduction being made by the Landlord from the deposit the Tenant shall, as a condition precedent to the continuation of the tenancy forthwith on demand by the Landlord make a further deposit (to be held by the Landlord in manner as aforesaid) equal to the amount so deducted and failure by the Tenant so to do shall entitle the Landlord at its option either (i) to determine this Agreement and forthwith to re-enter upon the Premises in which event the deposit shall be forfeited to the Landlord; or (ii) to apply any rental payment made by the Tenant towards payment of the further deposit in which case the Tenant shall pay any shortfall of the rent forthwith after the application, failure Which, such shortfall shall be rent in arrears and the Landlord shall be entitled to exercise all its rights and remedies against such arrears as provided in this Agreement or otherwise.
2	Refund of deposit
	Subject as aforesaid the deposit shall be refunded to the Tenant by the Landlord without interest within forty five (45) days after the expiration or sooner determination of this Agreement and delivery of vacant possession to the Landlord or after settlement of the last outstanding claim by the Landlord against the Tenant for any arrears of rent, rates, Government rent (if any) Management Fee and Air-Conditioning Charge and other charges and for any breach non-observance or non-performance of any of the covenants agreements stipulations terms and conditions herein contained and on the part of the Tenant to be observed or performed whichever is the later.
3	Increase in deposit
	If there shall for whatever reason be any increase in the rent and/or Management Fee and Air-Conditioning Charge and/or rates and Government rent (if any) during the Term, the Tenant shall upon such increase becoming applicable pay to the Landlord as a condition precedent to the continuation of the tenancy by way of increase in the said deposit a sum proportional to the said increase to restore the ratio of deposit to the rent and Management Fee and Air-Conditioning Charge and rates and Government rent (if any) to that previously subsisting.

4

Transfer of deposit

In the event that the Premises and/or this Agreement shall be assigned by the Landlord to any person(s) the Landlord shall be entitled as incidental to such assignment to transfer directly the deposit or the balance thereof to the assignee, after making any deduction in manner aforesaid (whether with or without the consent of the Tenant) PROVIDED that the assignee shal1 undertake with the Tenant to refund such deposit or balance thereof in accordance with the provisions hereof, whereupon the Landlord shal1 be released from any and all further obligations to the Tenant in respect of the said deposit and the Tenant shall thereafter have no claim whatsoever against the Landlord in respect thereof. The Tenant shall if required by the Landlord (but not at the cost of the Tenant) enter into, sign, and execute such agreements, deeds or documents in such form and substance to the satisfaction of the Landlord, to release the Landlord from its obligation in respect of the refund of the deposit or balance thereof. In the event of there being a bank guarantee the Tenant will upon request provide a substitute guarantee in favour of the assignee in exchange for that provided to the Landlord.

SECTION 111
TENANT'S OBLIGATIONS

The Tenant hereby agrees with the Landlord as follows:-

1.	Rent and Management Fee, etc.
	1.1	To pay the rent as set out in Part 1 of the Second Schedule in advance in respect of the Premises and clear of all deductions on the first day of each calendar month, the first and last of such payments to be apportioned according to the number of days in the month included in the Term.
	1.2	To pay and discharge at the same time and in the same manner as the rent is payable the Management Fee and Air-Conditioning Charge and any other service and maintenance charges payable by the owner or occupier of the Premises or (as the case may be) the Landlord including (without limitation) such charges as may be demanded from time to time by the Building Manager or Management Committee or similar Management Body for the time being of the Building (if any) and/or those charges payable in respect of the Premises pursuant to or by virtue of the Deed of Mutual Covenant and Management Agreement relating to the Building and/or the Premises, and subject to revision in accordance with Clause 1.5 of Section I I I , the Management Fee and Air-Conditioning Charge payable at the Commencement of the Term is set out in Part II of the Second Schedule.

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1.3	If the day on which the rent, the Management Fee and Air-Conditioning Charge or additional outgoings or other payments fall due under this Agreement is a public holiday, the relevant payment of rent, Management Fee and
	Air-Conditioning Charge or additional outgoings or otherwise shall be due and payable on the preceding business day. For the avoidance of doubt, “business day" means a day on which banks are ordinarily open for business in Hong Kong Special Administrative Region.
1.	4 If payment is made by the Tenant by cheque, such cheque must be good for payment and reach the office of the Landlord before 3:30 p.m. in the afternoon if such payment is made on any weekday except Saturday,and before 11:30 a.m. if such payment is made on a Saturday, failing which the payment shall be deemed to have been paid by the Tenant on the following business day, and the Tenant shall be deemed to have defaulted in making due payment.
1.5	If at any time and from time to time during the Term the operating cost relative to the supply of the air-conditioning and/or the costs and expenses for the provision of management services to the Building and/or the Premises shall have risen over the costs prevailing at the commencement of the Term the Landlord shall be entitled to serve one (1) month's notice in writing upon the Tenant to increase the charges or any of them by appropriate amount(s) and thereafter such increased charges shall prevail. The Landlord's assessments of the appropriate increase shall be conclusive and binding on the Tenant.
1.6	If the Tenant should require air-conditioning outside the normal air-conditioning supply hours set out in the Fifth Schedule subject to the Tenant's giving to the Landlord not less than 24 hours prior notice in writing, additional air- conditioning will normally be provided on condition that the additional air- conditioning shall be applied in units of one hour and at least two hours on each occasion at such rate as may be charged by the Landlord from time to time.
1.7	If the Management Fee and Air-conditioning Charge shall be in arrears for more than fifteen (15) days, without prejudice to any right of action or any remedy of the Landlord for the recovery thereof f r o m the Tenant, the Landlord shall be thereafter at its discretion entitled to suspend or discontinue the provision of any management or air-conditioning supply services to the Premises including any cleaning service until such default or breach has been rectified and the Landlord shall not incur any liability to the Tenant for any loss or damage suffered by the Tenant as a result thereof.

2	Rates and Government Rent (if any)
	2.1	To pay and discharge punctually during the Term all rates, Government rent (if any) taxes, assessments, duties, charges, impositions an d outgoings of an annual or recurring nature whatsoever now or hereafter to be assessed imposed or charged on the Premises or upon the owner or occupier in respect of the Premises or any part thereof by the Government of Hong Kong Special Administrative Region or other lawful authority (Property Tax alone excepted) on the 1st day of the months of January, April, July and October.

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	2.2	Without prejudice to the generality of clause 2.1, the Tenant shall pay to the Landlord all rates and Government rent (if any) imposed on the Premises by the Government and as and when demanded by the Landlord, who shall settle the same with the Government of Hong Kong Special Administrative Region.
	2.3	In the event of the Premises not yet having been assessed to rates and/or the Government rent (if any) the Tenant shall pay to the Landlord a sum (which shall be computed on the basis of the prevailing percentages of the rateable value of the Premises for rates and/or the Government rent (if any) for the corresponding quarter) as shall be required by the Landlord as a deposit by way of security for the due payment of rates and/or Government rent (if any) subject to adjustment on actual rates and/or the Government rent (if any) assessment being received by the Landlord from the Government of Hong Kong Special Administrative Region.
3	Water & electricity charges
	To pay and discharge punctually during the Term all charges (including all deposits) in respect of water electric light power and telephones as may be shown by the separate meter or meters installed upon the Premises or by accounts rendered to the Tenant.
4	User
	To use the Premises only for the purposes set out in Part IV of the First Schedule hereto and for no other purpose whatsoever.
5	Entry by Landlord
	5.1	To permit the Landlord and its agents with or without workmen and all persons authorised by it and with or without appliances at all reasonable times upon prior notice to enter upon the Premises and if necessary, to remain at the Premises:
		(a)	to take inventories of fixtures and fittings therein and to carry out any maintenance works or repairs to the Landlord's installations inside the Premises which are in the opinion of the Landlord necessary and proper to be done;
		(b)	to examine the state and condition thereof and of the fixtures and fittings therein, including but not limited to the central air-conditioning unit;

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		(c)	to execute any works of renewal cleaning alteration or repair to any adjacent or neighbouring premises or to the Building without any claim for damages or indemnity against the Landlord; and
		(d)	to do such work as may be deemed necessary to preserve the exterior walls or any part of the structure of the Building from injury or damage from any excavation or other building works as may be made or authorised in the vicinity of the Building
		and the Tenant shall deposit with the Landlord a key or key(s) to the Premises to enable the Landlord to enter into the Premises in the event of emergency and unless key(s) are so deposited with the Landlord, in the event of emergency the Landlord or its agents may without notice enter upon the Premises forcibly, and the Tenant shall at its own expense reinstate the entrance door to the Premises to its original state and condition without any claim for damages or indemnity against the Landlord.
	5.2	To permit the Landlord and all persons authorised by it at all reasonable times to show the Premises to prospective tenants during the last six months of the Term or to prospective purchasers at any time during the Term.
6	Repairs
	Upon receipt of notice from the Landlord to forthwith make good all defects and wants of repair for which the Tenant is responsible hereunder and if the Tenant should not within seven (7) days after the service of such notice proceed diligently with the making good of all defects and the carrying out of such repair then to permit the Landlord to enter upon the Premises and to make good the said defects and carry out such repair. The costs thereof shall be paid by the Tenant and be a debt due from the Tenant to the Landlord and be forthwith recoverable by action.
7	Close windows
	To keep all windows and doors of the Premises closed and to permit the Landlord or its servants and agents and others from time to time during the Term to enter upon the Premises for the purpose of closing any doors or windows.
8	Notify Landlord of damage
	To notify the Landlord or its agent of any accidents to or defects in the water pipes electrical wires or fittings fixtures or other facilities provided by the Landlord within the Premises whether or not the Tenant is liable hereunder for the repair of the same forthwith upon the Tenant's becoming aware (whether actually or constructively) of the same arising.

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9	Interior fitting out
	9.1	To fit out the interior of the Premises at the Tenant's expense in accordance with the requirements and provisions set out in the Third Schedule.
	9.2	Fitting out works in the Premises to be carried out by the Tenant shall be carried out in accordance with plans drawings and specifications as that have been first submitted under clause 10 below and have been approved in writing by the Landlord. Such works shall be carried out in a good and proper workmanlike fashion with good quality materials and with all necessary Government licences permits authorities permissions and consents.
	9.3	Upon completion of the fitting out work to the satisfaction of the Landlord, the Tenant shall throughout the Term maintain the Premises in good repair and condition to the satisfaction of the Landlord. The Tenant will not cause or permit to be made any alteration variation or addition to the approved interior design or layout of the Premises and may not commence any further fitting out works upon the Premises without the prior written consent of the Landlord. Any fitting out of the Premises adjoining a common area s hall be of a style nature and standard as may be required by the Landlord and the work shall be carried out at the cost of the Tenant. In carrying out any approved work the Tenant shall obey and cause his servants agents contractors and workmen to obey and comply with all instructions and directions prescribed by the Landlord, the Landlord's agent, or the Building Manager of the Building.
	9.4	(a)	To employ at the Tenant's expense only such contractors as are nominated by the Landlord from time to time for the purpose of designing and carrying out and installing all the necessary building services and builders' work as hereinafter defined in the Premises in manner as prescribed by the Landlord or its nominated contractors and in particular to observe and comply with the conditions and requirements as stated in the Tenant's Fitting-Out Guide. The Tenant shall employ at the Tenant's expenses the nominated contractors to examine the building services at least once a year or at such intervals as directed by the Landlord or the Building Manager and shall provide all relevant certificates and reports rendered by the nominated contractors to the Landlord or the Building Manager as soon as the building services are installed, renewed or examined. The expression “building services" means all mechanical and electrical engineering work and arrangements relating to the Premises including but not confined to electrical, plumbing, building automation, fire fighting installations, fuel gas system, ventilation system and hazardous gas/materials detectors. The expression “builders' work" shall mean all renovation works not specified under “building services" including but not confined to light tracks, light troughs and graphics panels.
		(b)	To take at its own expenses adequate and proper measures to avoid or prevent or minimize the risk of any loss or damage to property or injury or death to person in respect of all tools, equipments, installations and fittings for operation of its business in the Premises (“Preventive Measure"), including but not limited to provision or installation of hazardous gas/materials detectors, ventilation system, fire fighting system and skid proof installations and equipments and such other measures as the Landlord or the Building Manager may in its absolute discretion think necessary for the avoidance, prevention or minimization as aforesaid.

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		(c)	To permit and accompany the Landlord, its agents or the Building Manager at all reasonable times to enter the Premises and view the state and condition of the building services and the Preventive Measures Provided that the Landlord, its agents or the Building Manager shall not by virtue of exercise of its right provided under this sub-clause incur any liability whatsoever over the building services or the Preventive Measures and shall not be liable for any defect or irregularity thereof which shall be the sole responsibility of the Tenant.
	9.5	Top pay a vetting charge to the Building Manager for its checking of the fitting out plans and inspection of the fitting-out works, and pay the sum demanded by the Building Manager as a refundable deposit as security for any damage to the Building caused as a result of the Tenant's works and the removal of any debris.
10	Submission of information
	10.1	The Tenant shall furnish to the Landlord full details of all specifications, prints, copies and drawings information or materials as and when required by the Landlord and shall cause the same to be delivered to the Landlord's office.
	10.2	The Tenant shall provide the Landlord with the following:-
		(a)	Three sets of elevations to describe the space with all electric outlets.
		(b)	Three copies of the reflected ceiling plan with a schedule indicating the voltage, type, wattage, quantity and location of outlets for all light fittings and air-conditioning.
		(c)	Three copies of the floor plan with partitions.
		(d)	Three copies of the office layout prints of all case work including the location of all sockets, switches, fuse box, telephone points, size, weight and location of the safe, if any.
	10.3	Prior to the commencement of any works, the Tenant shall furnish the Landlord with the following information :
		(a)	The names and address(es) of the appointed designer/agent for the Premises, the general contractor(s) to be engaged in the construction of the Tenant's work and the Tenant's authorised agent/representative.

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		(b)	The proposed commencement date of the interior decoration works and the estimated date of completion thereof, and the projected date of opening of the Premises for business.
		(c)	Office layout drawings in triplicate for the Landlord's written approval.
	10.4	The Tenant declares and agrees that the Landlord may use the specifications, prints, copies and drawings, information or materials or any of them furnished to it by the Tenant hereunder for any acts, matters or things relating to or in connection with the reinstatement, alteration, addition, decoration, repair or maintenance of the Premises or any part thereof or any fixtures, fittings or installation therein and may provide the same for use by any subsequent user(s) r occupier(s) of the Premises or any other person(s) for any of the purposes as aforesaid. The Tenant shall have no claim for any infringement of copyright or any other intel1ectual property rights or any other rights whatsoever for such use by the Landlord or subsequent user(s) or occupier(s) or such other person(s).
11	Inspection by Landlord
	To permit the inspection of al1 Tenant's work by the Landlord, the Landlord's Architect and Landlord's General Contractor from time to time during the period in which Tenant's work aforesaid is being performed.
12	Reimbursement to Landlord
	The Landlord shall have the right to perform on behalf of and for the account of the Tenant, subject to reimbursement by the Tenant, any of the Tenant's work which the Landlord determines shall be so performed. Such work shall be limited to work which the Landlord deems necessary to be done on an emergency basis, work caused by the Tenant's fault, and work which pertains to structural components, the general utility systems for the Building and the erection of temporary safety barricades and temporary signs during construction.
13	Good repair of interior
	To keep all the interior of the Premises, the flooring and interior plaster or other finishing material or rendering to walls floors and ceilings, additions including the central air-conditioning unit, and the Landlord's fixtures and doors, window, fan coil units, air ductings, electrical instal1ation wiring piping and fittings for light, power and water in good clean, tenantable and proper repair and condition and properly preserved and painted as may be appropriate when from time to time required and to so maintain the same throughout the Term at the expense of the Tenant and deliver up the same to the Landlord at the expiration or sooner determination of the Term in such repair and the like condition (fair wear and tear excepted) PROVIDED that the Tenant shall reimburse to the Landlord the cost of repairing or replacing any air-conditioning units or other pa 此 of the air-conditioning apparatus or installation within the Premises which is damaged or rendered defective due to the act or neglect of the Tenant.

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14	Fire fighting and security system
	To ensure at all times that all fire alarms, fire fighting, equipment, roller shutters and other equipment for security purposes provided by the Landlord are not disrupted, interrupted, damaged or caused to be defective through the act, default or neglect of the Tenant, his servants, agents, licensees or customers. The Tenant may not under any circumstances cover up any hose-reel, break-glass unit or alarm bell.
15	Electrical testing
	To test all circuits for shorts and earthing and to balance loads on all panels.
16	Passage of wires pipes cables etc
	The Tenant agrees that permanent utility lines may pass through the ceiling cavity of the Premises to service other premises and areas in the Building.
17	Emergency lighting
	To provide battery operated type emergency lighting and exit signs in locations within the Premises as required by any codes and regulations and as deemed necessary by the Landlord.
18	Earthing
	To provide earthing within the Premises as required by any codes and regulations from time to time in force.
19	Directions, orders of Fire Services Department
	To observe and comply with all directions and orders of the Fire Services Department and if such directions and orders shall require the taking of any fire precautions or installation of any fire fighting equipment at, in, on or upon the Premises (whether additional to or in replacement of that installed by the Landlord) the Tenant shall forthwith at its own expense procure and implement, install and/or replace the same.
20	Statutes, codes & ordinances
	To comply with all applicable statutes, codes, ordinances and other regulations for all work performed by or on behalf of the Tenant within the Premises and the Landlord's or the Landlord's agent's approval of plans, specifications, calculations or otherwise of the Tenant's work shall not constitute any implication, representation or certification by the Landlord that the works are in compliance with the said statutes, codes, ordinances, and other regulations.

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21	Rules and regulations made by the Building Manager
	To observe faithfully and comply strictly with the Building rules and regulations as set out in the Fourth Schedule hereto and such other rules and regulations as the Landlord or the Landlord's agents or the Building Manager of the Building may from time to time prescribe for the proper management and maintenance of the Premises and the Building. Notice of any additional rules or regulations shall be given in such manner as the Landlord or the Building Manager may elect. Such rules and regulations shall be binding upon the Tenant and shall have the same force and effect as if set out in the body of this Agreement.
22	First class office premises
	To fit out, Use, manage and otherwise maintain the Premises so as not to prejudice the goodwill and reputation of the Building as first class office premises.
23	Protection from typhoon
	To take all reasonable precautions to protect the interior of the Premises against damage by storm or typhoon or the like threats and in particular to ensure any exterior doors and windows are securely fastened upon the threat of such adverse weather conditions.
24	Third party insurance
	To effect and maintain throughout the Term insurance cover in respect of the Tenant's obligations under Section V with a reputable insurance company to the satisfaction of the Landlord and to produce to the Landlord, as and when so required by the Landlord, the policy of such insurance together with the receipt for the last payment of premium and a certificate from the relevant insurance company that the policy is fully paid up and in all respects valid and subsisting, in default of which the Landlord shall be entitled (but not obliged) at the Tenant's expense to effect such insurance cover. The policy of such insurance shall be in the name of the Tenant and endorsed to show the interest of the Landlord in the Premises and the Building and shall be in such amount as the Landlord may from time to time stipulate and shall contain a clause to the effect that the insurance cover thereby effected and the terms and conditions thereof shall not be cancelled modified or restricted without the prior written consent of the Landlord.
25	Insurance of Contents
	To be wholly responsible for any loss or damage to property within the Premises including without limitation all furniture fixtures fittings goods chattels samples personal effects contents and to effect with a reputable insurance company adequate insurance cover for the same in their full replacement value against all risks including without limitation those risks perils under circumstances for which the Landlord's liability is expressly or impliedly excluded under this Agreement. The Tenant undertakes to produce and make available to the Landlord as and when so required by the Landlord copies of the policy of such insurance together with the receipt for the last payment of premium and a certificate from the relevant insurance company that the policy is fully paid up and in all respects valid and subsisting.

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26	Clean and Sanitary State
	To keep the Premises including all windows and lights at all times in a clean and sanitary state and condition. No cleaning contractors for the internal cleaning of the Premises shal be employed by the Tenant without the Landlord’s or the Building Manager’s prior written consent.
27	Cleaning drains, etc.
	In the event of the pipes, drains, ducts, sanitary or plumbing apparatus of the Building becoming choked or stopped up owing to the careless or improper use by the Tenant its servants agents licensees invitees the Tenant shall pay to the Landlord the costs incurred in cleaning and clearing the same from obstruction.
28	Replacement of broken windows
	To replace or to reimburse the Landlord for the cost of replacing any broken or damaged windows and/or glass panels and fixtures within and/or encompassing the Premises whether the same be broken or damaged by the negligence of the Tenant or owing to circumstances beyond the control of the Tenant.
29	To make good damage
	To take good care of the fixtures fittings including but not limited to the central air- conditioning unit and other articles provided by the Landlord within the Premises and to make good and pay for all damage caused by the Tenant its servants or Licensees to any of them. The Tenant may not remove any of them from the Premises and shall deliver up the same to the Landlord at expiration or sooner determination of the tenancy in good condition.
30	Maintenance of sanitary and water apparatus
	To keep the sanitary and water apparatus (if any) used exclusively by the Tenant and his servants agents licensees workmen or visitors in good, clean and tenantable repair and condition (fair wear and tear excepted) to the satisfaction of the Landlord and in accordance with the Regulations or by-laws of all Public Health and other Government Authorities concerned or to use in common with others the lavatories and washing accommodations and facilities provided by the Landlord in the Building with care and in proper manner and not to permit or suffer the same to be used in any improper manner or whereby the soil or waste pipes may become impeded or blocked and at all times to indemnify the Landlord against liability for damage by the escape of water thereby caused to the properties or effects of the tenants or occupiers of the other part of the Building.

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31

Vermin

To take all due precautions to prevent the Premises from becoming infested with insects or vermin. The Tenant shall employ at its own expense such pest extermination contractors as the Landlord may require and at such intervals as the Landlord may direct. Without prejudice to the aforesaid, in the event of the Premises becoming so infested ,the Tenant shall pay for the cost of extermination or deinfestation as arranged or approved by the Landlord and the selected exterminators shall be given full access to the Premises for such purpose.

SECTION IV
RESTRICTIONS AND PROHIBITIONS

1	Breach of Government Lease
	Not to do or cause to be done or suffer or permit any act deed matter or thing whatsoever which constitutes a breach of any of the terms and conditions in the Government Lease or Conditions under which the Premises are held or in contravention of any of ordinances regulations by-laws rules notices requirements or restrictions or prohibitions imposed by any appropriate government authority in connection with the Premises or any trade that is now or may hereafter be declared an offensive trade by any government authority.
2	Breach of Deed of Mutual Covenant, etc.
	Not to do or cause to be done or suffer or permit any act deed matter or thing whatsoever which shall or may amount to a breach of the covenants terms and provisions of the Deed of Mutual Covenant and Management Agreement (if any) relating to the Building so far as they relate to the occupation and use of the Premises and to indemnify the Landlord against all and any breach non-observance or non-performance thereof.
3	Breach of insurance policy
	Not to do or permit or suffer to be done any act deed matter or thing whatsoever whereby the insurance on the Building against loss or damage by fire and/or other insurable perils and/or claims by third parties for the time being in force may be rendered void or voidable or whereby the premium thereon may be increased Provided that if as the result of any act deed matter or thing done permitted or suffered by the Tenant the premium on any such policy of insurance shall be increased the Landlord shall be entitled without prejudice to any other remedy hereunder to recover from the Tenant the amount of any such increase.
4	Subletting and assigning
	Not to assign underlet transfer licence share or otherwise part with the possession of the Premises or any part thereof either by way of subletting lending sharing or other means whereby any organization company firm or person or persons not a party to this Agreement obtains the use or possession of the Premises or any part thereof, irrespective of whether any rental or other consideration is given there for. This tenancy is personal to the Tenant named in this Agreement and without in any way limiting the generality of the foregoing the following acts and events shall, unless previously approved in writing by the Landlord, be deemed to be breaches of this clause:-

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4.1	In the case of a tenant which is a partnership, the taking in of one or more new partners whether on the death or retirement of an existing partner or otherwise.
4.2	In the case of a tenant who is an individual (including a sole surviving partner of a partnership tenant) the death insanity or disability of that individual to the intent that no right to use possess occupy or enjoy the Premises or any part thereof shall vest in the executors administrators personal representatives next of kin trustee or committee of any such individual.
4.3	In the case of a tenant which is a corporation any take-over, reconstruction amalgamation, merger, voluntary liquidation or change in the person or persons who owns or own a majority of its voting shares or who otherwise has or have effective control thereof.
4.4	The giving by the Tenant of a Power of Attorney or similar authority whereby the donee of the Power obtains the right to use possess occupy or enjoy the Premises or any part thereof or does in fact use possess occupy or enjoy the same.
4.5	The change of the Tenant's business name without the previous written consent of the Landlord and in connection with any application for consent under this provision, the Landlord may require the Tenant to produce such evidence as the Landlord may think fit to show that no breach of the provisions of this Clause 4 has taken place or is about to take place.

5	Sale by auction
	Not to permit or suffer to be held upon the Premises any sale by auction or sale of a similar nature upon the Premises.
6	Alterations, additions, etc.
	6.1	Not to make or permit any alterations or additions (whether or not of a structural nature) to or in the Premises or any part thereof either internally or externally or to any fixtures or fittings or electrical wiring or electrical/mechanical installations or fire-prevention system or air-conditioning system or plumbing and drainage system or building services system or to any item therein nor to pull down, alter or remove any portions of the doors windows partitions or fittings of the Premises without the prior written consent of the Landlord.
	6.2	Not to change or in any way to alter the appearance of the standard entrance doors provided by the Landlord for access to and egress from the Premises without having first obtained the written consent of the Landlord therefor.

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	6.3	Not to install additional locks bolts or additional fittings to the entrance doors of the Premises or in any way to cut or alter the same without having first obtained the written consent of the Landlord therefor.
	6.4	Not to install set up or affix or permit to be installed set up affixed in or upon the Premises or any part thereof in any manner whatsoever any engine machinery or mechanical device or plant or air-conditioning or heating system.
7	Disfigure structures, fixtures, etc.
	Not to lay, install, affix or attach any wiring, cables or other article or thing whatsoever in or upon any areas or parts of the Buildings in common use or in any place which is not hereby exclusively let to the Tenant nor to damage injure or deface any part of the fabric or walls or roof of the Building or of the common areas stairs and lifts and other facilities of the Building.
9	Signs
	9.1	Not to affix, erect, attach, exhibit, display or permit or suffer so to be done upon any part within or on the exterior or at the show windows (if any) of the Premises or to or through any windows thereof any writing sign decoration signboard notice advertisement placard neon light or other device (whether illuminated or not) which may be visible from outside the Premises except that the name of the Tenant (or any new name of the Tenant as approved by the Landlord under Clause 4 of Section IV) and the nature of the trade or business carried out thereon may be displayed on the Directory Boards provided by the Landlord but only in such form and place and character as shall be first approved by the Landlord, and the costs thereof shall be borne by the Tenant solely.
	9.2	The Landlord or its authorized agents shall have the right and at the cost and expensed of the Tenant to remove, relocate and to improve the arrangement of any unauthorized writing, sign, decoration signboard notice advertisement placard neon light or device affixed or put up displayed without the proper approval of the Landlord or its agents.

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10	Floor loading capacity
	Not to place any load upon any floor of the Premises in excess of the loading capacity for which the floor is designed. The Landlord reserves the right to prescribe the weight and position of all safes and any heavy articles which must be placed so as to distribute the weight. Business machines and mechanical equipment authorised by the Landlord shall be placed and maintained by the Tenant at the Tenant's expense in settings sufficient in the Landlord's judgement to absorb and prevent vibration noise and annoyance to occupiers of the other portions of the Building.
11	Freight lift carrying capacity
	Not to place any heavy machinery goods raw materials or articles in any freight lift in excess of the permitted carrying capacity for which the lift is designed.
12	Passenger lift
	Not to use or permit to be used the passenger lifts of the Building for the purpose of carrying any furniture or goods or heavy articles (the Landlord having provided freight lifts for such purpose), and to observe the regulations affecting the use of all lifts as indicated therein or intimated by the Landlord or the Building Manager of the Building or its agents from time to time.
13	Nuisance
	Not to do or permit to be done in or upon the Premises or any part thereof anything which may be or become a nuisance or cause annoyance damage or disturbance to the Landlord or to any of the tenants or occupiers of any other portion of the Building or of other property in the neighbourhood or in any way affect the reputation of the Building or be contrary to the laws or regulations of Hong Kong Special Administrative Region.
14	Noise
	Not to do or permit or suffer to be done upon the Premises or any part thereof any music noise (including sound produced by broadcasting from television, radio and any apparatus or instrument capable of producing or reproducing music and sound) or other act matter or thing whatsoever which may be or become a nuisance or annoyance, or cause damage or disturbance to the Landlord or the owners tenants lessees or occupiers of any adjoining or neighbouring premises.
15	Combustible or dangerous goods
	Not to keep or store or permit to be kept or stored in or upon the Premises any arms, ammunition, gun-powder, salt-petre, kerosene or other explosive or inflammable dangerous or prohibited goods or materials (as defined in the Dangerous Goods Ordinance (Cap.295) or any legislation replacing the same or any orders or regulations made thereunder).

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16	Storage of goods
	Not to use the Premises or any part thereof for the purposes of the manufacture of goods and merchandise or for the storage of excessive amount of goods or merchandise other than in quantities consistent with the nature and smooth running of the Tenant's business.
17	Animals
	Not to keep any birds or livestock of any description or any noxious goods or articles on the Premises.
18	Illegal or immoral purposes
	Not to use or permit or suffer the Premises to be used or any part thereof for the purpose of gambling in contravention to the Gambling Ordinance or for any illegal or immoral purpose.
19	Preparation of food
	Not without the prior written consent of the Landlord to prepare or permit or suffer to be prepared any food in the Premises and not to permit or suffer any unusual or objectionable odours to be produced upon or to permeate from the Premises.
20	Sleeping or domestic use
	Not without the Landlord's prior permission in writing permit any person to remain in the Premises overnight. Such permission if given shall only be given in order to enable the Tenant to post watchmen to look after the contents of the Premises, which shall not be used as sleeping quarters or as domestic premises within the meaning of the Landlord and Tenant (Consolidation) Ordinance for the time being in force.
21	Obstructions in common areas
	Not to encumber obstruct or permit to be encumbered or obstructed with any boxes, packaging, merchandise, rubbish or other artic1es or obstructions of any kind or nature at any of the entrances, exits, staircases, landings, passages, lifts, escalators, lobbies or other part of the Building not included in the Premises. In addition to any other remedies which the Landlord may have hereunder, the Landlord, its servants or agents may without any prior notice to the Tenant remove any such obstruction and dispose of the same as they may think fit without incurring any liability therefor and the Tenant shall on demand pay to the Landlord all costs and expenses incurred in such removal.
22	Movement of heavy machinery
	Not to move any safe heavy machinery equipment and freight bulky matter or fixtures in and out of the Building without first obtaining the Landlord's written consent. The Tenant shall keep the Landlord indemnified against all damages sustained by any person or property and for any damages or monies paid out by the Landlord in settlement of any claim or judgements as well as legal costs incurred in connection therewith and all costs incurred in repairing any damage to the Building or its appurtenances resulting from movement of any heavy machinery equipment freight bulky matter or fixtures. Upon the Tenant requiring to move to and from the Premises any such items, the Tenant hereby undertakes at all times to use the service lifts provided by Landlord for such purposes and to notify Landlord and arrange with the Landlord a suitable time for such deliveries or removals to be effected.

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23	No incense to be burnt
	Not to burn or permit to be burnt incense in the Premises or in any part of the Building.
24	Fire risk
	Not to do or permit any act or thing to be done which is likely to cause any fire risk or other hazard in the Building.
25	No loading in parking area
	Not to obstruct or otherwise use nor permit any employee agent or licencee of the Tenant to obstruct or otherwise use these areas of the Building allocated to the parking or movement of or access for vehicles or designated as loading/unloading areas otherwise than in accordance with the regulations from time to time made by the Landlord.
26	Use of building name
	Not without the previous written consent of the Landlord to use or permit to be used the name/logo or any part of the name/logo of the Landlord or of the Building or any picture representation or likeness of the whole or any part of such name/logo or of the Building or of the Premises in connection with the business or operations of the Tenant or for any purpose whatsoever other than to indicate the address and place of business of the Tenant.
27	Telephone service
	Not without the Landlord's prior written consent to use any telephone service provider other than that designated or approved by the Landlord.
28	Security service
	Not to employ any person or firm to provide security service to the Premises except person or firm nominated by the Landlord or the Building Manager. Such security service shall be obtained at the sole expense of the Tenant.

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SECTION V
INDEMNITIES

1	Indemnify Landlord
	The Tenant shall indemnify the Landlord against all liabilities, claims, demands, actions, proceedings, damages, Losses, costs and expenses arising directly or indirectly from or incidental to the use or occupation of the Premises the execution of alterations, additions or repairs to the Premises any non-compliance by the Tenant with its obligations under this Agreement, or any other act, default, neglect or omission by the Tenant, its employees, contractors, servants, agents, licensees, visitors or invitees.
2	Indemnity against loss/damage from interior
	Without prejudice to Clause 1 of Section V, the Tenant shall be wholly responsib1e for any 10ss damage or injury caused to any person or property caused direct1y or indirectly through the want of repair of the interior of the Premises or the defective or damaged condition of any part of interior of the Premises or of any of the fixtures and fittings therein or in any way owing to the spread of fire or smoke or the overflow of water from the Premises or any part thereof.
3	Indemnity against Overflow of Water
	To be wholly responsible for any 10ss or damage caused to any person or property caused by or through or in any way owing to the escape or overflow of water from the Premises and to make good the same by payment or otherwise and to indemnify the Land10rd against all costs claims demands actions and 1egal proceedings whatsoever made upon the Landlord by any person in respect of such 10ss damage or injury and costs and expenses incidental thereto.

SECTION VI
LANDLORD'S OBLIGATIONS

The Landlord hereby agrees with the Tenant as follows:-
1	Quiet enjoyment
	To permit the Tenant (du1y paying the rent rates Government rent (if any) Management Fee and Air-Conditioning Charge and observing and performing the terms and conditions herein contained) to have quiet possession and enjoyment of the Premises during the Term without any interruption by the Landlord or any person or persons lawfully claiming through under or in trust for the Land10rd.
2	Roof and main structure, etc.
	To use its best endeavours or arrange for the Buildings Manager to use its best endeavours to amend and repair such defects in the roof, main electricity supply cables, main drain pipes ,main walls and exterior windows frames of the Building and the lifts and the central air-conditioning system as the Landlord shall discover or as the Tenant or other authorised person or Authority shall notify to the Landlord in writing and to maintain the same in a proper state of repair and condition at the cost of the Landlord PROVIDED that the Landlord shall be entitled to be given a reasonable period of time wherein to view any such defects and to amend and repair the same.

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3	Lifts, air-conditioning services, etc.
	To use its best endeavours or arrange for the Building Manager to use its best endeavours to maintain and keep the lifts, escalators, air-conditioning system and services of the Building in a proper state of repair and condition.
4	Property tax
	To pay the Property Tax for the time being payable in respect of the Premises.
5	Maintenance of common parts
	To use its best endeavors or arrange for the Building Manager to use its best endeavors to:
	5.1	Maintain, light, clean, operate and service all the common parts of the Building;
	5.2	Keep the common parts toilets and other parts of the Building for common use clean and in proper condition; and
	5.3	Maintain lifts escalators fire and security services equipment air-conditioning plant and other facilities of the Building in proper working order.
6	Directory board
	To maintain at the main entrances and in all other places as the Landlord shall deem fit directory boards and to allot space thereon for Tenant's name to be affixed in such uniform lettering or characters as shall be designated by the Landlord.

SECTION VII
EXCLUSIONS OF LIABILITY

1 The Landlord shall not be liable to the Tenant its servants licensees or invitees in respect of any claim loss (including but not limited to loss of profits) damage or injury to person or property sustained by the Tenant or any such other person caused by or through or in any way owing to :

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1.1	Lifts escalators and other services
	any defect in or breakdown or suspension of the lifts escalators fire fighting detection system water sprinkler equipment central air-conditioning system or other facilities of the Building or any of them; or
1.2	Electricity supply
	any failure malfunction explosion or suspension of the electricity supply to the Building or the Premises; or
1.3	Fire overflow of water and vermin
	fire or the overflow or leakage of water including rain storm or sea water from anywhere within the Building or the influx of water including rain storm or sea water into the Building or the Premises or the escape of fumes, smoke, fire or to activity of termites pests rats or other vermin in the Building; or
1.4	Typhoon
	in respect of loss or damage caused by through or in anywise owing to any typhoon; or
1.5	Water sprinklers
	any use of water sprinkler devices or their coming into operation whether by intentional operation or as a result of mechanical failure or malfunction; or
1.6	Services
	the adequacy or otherwise of any of the management services (including security and cleaning) rendered by the Landlord and/or the Building Manager or any contractors providing such services or the failure to render the same or the suspension or interruption thereof for whatever reason;
1.7	Other letting
	the letting or leasing of any part of the Building and the Development (except the Premises) to any other party for any purpose whatsoever or any acts, omissions, neglect or default of any other tenants,  licensees or occupiers of or of any accident in the Building and the Development;

nor shall the Rent or Management Fee and Air-Conditioning Charge or service charge or any part thereof cease to be payable other than in the circumstances set out in Section VIII.

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SECTION VIII
ABATEMENT OF RENT

1	Abatement
	1.1	If the Premises or the Building or any part thereof shall at any time during the Term be destroyed or damaged or become unfit for occupation not due to any default of the Tenant but owing to fire flooding storm typhoon defective construction white ants earthquake subsidence of the ground or any calamity beyond the control of the Landlord and the policy or policies of insurance effected by the Landlord shall not have been vitiated or payment of policy moneys refused in whole or in part in consequence of any act or default of the Tenant or if at any time during the continuance of this tenancy the Premises shall be condemned as a dangerous structure or a demolition order or a closing order shall become operative in respect of the Premises the rent hereby reserved or a proportionate part thereof according to the extent and duration of the damage sustained shall be suspended until the Premises shall again be rendered fit for occupation and use.
	1.2	The Landlord shall be under no obligation to repair or to reinstate the Premises if by reason of the condition of the same or any local Regulations or other circumstances beyond the control of the Landlord it is not practicable or reasonable to do so.
	1.3	If the whole or substantially the whole of the Premises are not repaired or reinstated within three months from the occurrence of such event or the order either the Landlord or the Tenant shall have the right thereafter to determine this Agreement by giving one month's notice in writing to the other, whereupon everything herein contained shall determine as from the date of the expiry of such notice but without prejudice to the rights and remedies of either party against the other in respect of any antecedent claim or breach of the agreements stipulations terms and conditions herein contained or of the Landlord in respect of the rent payable hereunder prior to the coming into effect of the cessation of the liability to pay rent.

SECTION IX
DEFAULT

It is hereby further expressly agreed and declared as follows:-

1

Default

If the Rent or other charges or additional outgoings with interest thereon (if any) hereby reserved or any part thereof shall be in arrears at any time after the due date (whether formally demanded or not) or if there shall be any other breach or non-performance of any of the covenants stipulations conditions or agreements herein contained and on the part of the Tenant to be observed or performed or if the Tenant shall become bankrupt or being a corporation go into liquidation whether compulsory or voluntary (save for the purposes of amalgamation or reconstruction) or if a receiver or a receiver and manager is being appointed against all or any of the asset or business of the Tenant or if any petition shall be filed for the winding up of the Tenant or if the Tenant shall otherwise become insolvent or enter into any arrangement or composition for the benefit of the Tenant's creditor(s) or shall suffer any distress or execution to be levied upon the Premises or otherwise on the Tenant's goods or effects or if the Tenant persistently fails to pay the Rent or any payments hereby stipulated and when due, then and in any such case it shall be lawful for the Landlord or any person duly authorised in that behalf at any time thereafter to re-enter into and upon the Premises or any part thereof in the name of the whole whereupon this Agreement shall absolutely determine and the deposit paid as hereinafter mentioned shall be absolutely forfeited to the Landlord as and for liquidated damages and not as penalty but without prejudice to any right of action by the Landlord in respect of any outstanding breach or non-observance or non-performance by the Tenant of any of the terms of this Agreement and the Landlord shall be entitled to recover from the Tenant all loss and damage it sustains as a direct or indirect result of such early determination.

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2	Service of notice
	A written notice served by the Landlord on the Tenant or left at the Premises to the effect that the Landlord thereby exercises the power of re-entry shall be a full and sufficient exercise of such power without actual entry on the part of the Landlord.
3	Acceptance of rent
	The acceptance of any rent by the Landlord hereunder shall not be deemed to operate or be regarded by the Tenant as a waiver by the Landlord of any right to proceed against the Tenant in respect of any breach or non-observance or non-performance by the Tenant of any of the covenants agreements stipulations terms and conditions herein contained and on the part of the Tenant to be observed and performed.
4	Interest
	Without prejudice to the right of the Landlord to exercise any other right or remedy (including the right of re-entry) exercisable under the terms of this Agreement, in the event of default in payment of Rent and/or any charges payable hereunder or any part thereof on its due date, the Tenant shall further pay to the Landlord on demand interest on the amount in arrears at the rate of 1.5% per month calculated from the date on which the same became due for payment until the date of payment as liquidated damages and not as penalty.
5	Act of employees, etc.
	For the purpose of these presents any act default neglect or omission on the part of any guest visitor servant contractor employee agent invitee or licensee of the Tenant shall be deemed to be the act default neglect or omission of the Tenant.

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6	Distraint
	In addition to Rent any amounts falling due under this Agreement may be recovered by distress as rent in arrears. For the purposes of Part III of the Landlord and Tenant (Consolidation) Ordinance (Cap.7) and of these presents, the Rent payable in respect of the Premises and other amounts recoverable by distress as rent in arrears shall be and be deemed to be in arrears if not paid in advance at the times and in the manner hereinbefore provided for payment thereof. All costs and expenses of and incidental to distraint shall be paid by the Tenant on a full indemnity basis and shall be recoverable from it as a debt.
7	Recovery of Landlord's expenses
	The Tenant shall pay to the Landlord on an indemnity basis all costs fees charges disbursements and expenses (including without prejudice to the generality of the foregoing those payable to counsels solicitors (on a solicitor-and-own client basis) surveyors architects and bailiffs) incurred by the Landlord in relation or incidental to or in respect of :
	(a)	the preparation and service of a notice under Section 58 of the Conveyancing and Property Ordinance (Cap.219), notwithstanding forfeiture is avoided otherwise than by relief granted by the Court; and
	(b)	the Tenant's non-observance or non-performance of the terms of this Agreement and/or the Landlord's exercise of its rights and powers under this Agreement, including but not limited to recovery of rent and the Landlord's exercise of its right of re-entry.

SECTION X
GENERAL

1	Yield Up Premises And Handover
	1.1	(a)	The Tenant shall yield up the Premises with all keys giving access to all parts of the Premises with a11 fixtures fittings and additions therein and thereto at the expiration or sooner determination of this Agreement in good clean and tenantable repair and condition in accordance with the stipulations herein contained.
		(b)	Where the Tenant has made any alterations or installed any fixtures or additions to the Premises whether with or without the Landlord's consent, the Landlord may at its discretion require the Tenant to reinstate, remove or do away with such alterations fixtures or additions or any part or portion thereof and thereafter make good and repair in a proper and workmanlike manner any damage to the Premises and the Landlord's fixtures and fittings therein as a result thereof before delivering up the Premises to the Landlord.

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(c)	If required by the Landlord, the Tenant shall at its own cost remove or do away with all alterations fixtures or additions to the Premises or any part or portion thereof whether the same were made by the Tenant or not, and make good and repair in a proper and workmanlike manner any damage to the Premises as a result thereof and in case removal of all alterations fixtures or additions is required by the Landlord, deliver the Premises to the Landlord in a bare-shell condition upon the expiration or sooner determination of this Agreement.
(d)	Notwithstanding anything to the contrary contained in other provisions of this Agreement, the Tenant agrees and declares that upon yielding up the Premises to the Landlord according to the above provisions, the door at the entrance of the Premises shall be of a fire-rated type and fire-rated damper(s) for air ducts connecting to common corridor shall be installed in the Premises in compliance with the then applicable statutory fire safety requirements irrespective of whether such fire-rated entrance door and/or damper(s) were provided by the Landlord at the commencement of the Term. The Tenant shall, if so requested by the Landlord, produce to the Landlord at the time of yielding up the Premises a certificate and test report from the contractor confirming that the quality of the fire-rated door meets with the statutory requirements.
(e)	Should the Tenant fail to remove any fixtures or additions and reinstate the Premises as required by the Landlord and to provide the fire-rated entrance door and fire-rated dampers as aforesaid, the Landlord shall be entitled at its sole discretion to remove the said fixtures or additions and reinstate the Premises at the sole expense of the Tenant and the cost thereof shall be a debt due from the Tenant to the Landlord and be recoverable forthwith by action.

1.2

Without prejudice to the generality of the foregoing and before yielding up the Premises to the Landlord, the Tenant shall clean with chemicals all fan coil units or similar indoor parts of the air-conditioning units within the Premises and all air-conditioning units serving the Premises which the Tenant shall be required to be delivered to the Landlord upon expiration or sooner determination of this Agreement whether of split-type or window type, whether situated inside or outside the Premises and whether belongs to the Tenant or the Landlord or any other person or corporation. The Tenant shall employ at its own expenses only such contractor as is nominated by the Landlord to carry out the cleaning work and shall produce to the Landlord upon its request the payment receipt of the contractor for the cleaning services.

1.3

The Tenant hereby irrevocably appoints the Landlord as its agent with authority to enter upon the Premises and to deal with at the Tenant's risk and expense any of the Tenant's effects left on or about the Premises for more than five days after the expiry of the Term or its determination (howsoever arising or occasioned) to the intent that the Landlord may without liability to the Tenant dispose of or destroy or otherwise deal with the same as the Landlord shall think fit. In the event that the Landlord is unable to gain access to the Premises, the Tenant expressly confirms that the Landlord as its agent may use any means (including the use of force) to effect entry upon the Premises.

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2	No excuse for non-payment of rent
	This Agreement and the obligation of the Tenant to pay rent and other sums due hereunder and to perform the Tenant's obligations hereunder shall in no way be affected impaired or excused because the Landlord is unable due to circumstances beyond its control to fulfil any of its obligations under this Agreement or to supply or is delayed in supplying any service expressly or implied to be supplied or is unable to make or is delayed in making any repair additions alterations or decoration or is unable to supply or is delayed in supplying any equipment or fixtures if the Landlord is prevented or delayed from so doing by reason of strike labour shortage of materials or any outside cause whatsoever or by reason of any order or regulation of any department of the Government of Hong Kong Special Administrative Region.
3	Condonation not a waiver
	3.1	No condoning, excusing or overlooking by the Landlord of any default, breach or non-observance or non-performance by the Tenant at any time or times of any of the covenants agreements stipulations terms and conditions herein contained shall operate or be regarded by the Tenant as a waiver of the Landlord's rights hereunder in respect of any continuing or subsequent default, breach or non-observance or non- performance or so as to defeat or affect in any way the rights and remedies of the Landlord hereunder in respect of any such continuing or subsequent default or breach and no waiver by the Landlord shall be inferred from or implied by anything done or omitted by the Landlord, unless expressed in writing and signed by the Landlord.
	3.2	Any consent given by the Landlord shall operate as a consent only for the particular matter to which it relates and shall in no way be considered as a waiver or release of any of the provisions hereof nor shall it be construed as dispensing with the necessity of obtaining the specific written consent of the Landlord in the future, unless expressly so provided.
4	Approval of Landlord
	The Landlord and its authorised agents shall have absolute discretion in granting or refusing any approval sought by the Tenant hereunder and any approval if granted may be subject to such conditions as the Landlord or its agents think fit. No approval by the Landlord is valid unless it is in writing and is signed and dated by the Landlord or its authorised agent.

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5	Re-letting notice
	During the six (6) months immediately preceding the determination of the Term the Landlord shall be at liberty to affix and retain without interference upon any external part of the Premises a notice for re-letting the same.
6	Service of notices
	6.1	Any notice required to be served hereunder shall be sufficiently served on the Tenant if delivered to it by post or facsimile or email or left addressed to it at the Premises or at its last known address in Hong Kong Special Administrative Region and shall be sufficiently served on the Landlord if sent to it by post or delivered to it at the address given herein or any other address which the Landlord may notify to the Tenant from time to time. A notice sent by post shall be deemed to have been given at the time when in due course of post it would be delivered at the address to which it is sent.
	6.2	The Tenant agrees and confirms that the email address set out in Part III of the Second Schedule is provided for the purpose of receiving notices served under this Agreement by email. The Tenant understands and acknowledges that(i) the Landlord may, but is not obliged to and without limiting the kind of notices sent by the Landlord to the Tenant through email, send notices or advices for payment of any rent, other charges and/or additional outgoings with interest thereon (if any) payable hereunder or for other related purposes to the Tenant through the email address provided above or any other email addresses which the Tenant may notify the Landlord in writing from time to time (ii) irrespective of whether any such notice or advice for payment has been sent to the Tenant by the Landlord, payments shall be in arrears if not made on the date and in manner as provided in this Agreement and the Landlord shall not in any way be liable to the Tenant or any other persons for any delay in, omission or failure of delivery of the notice or advice.
7	Legal costs
	The Landlord's solicitors' legal costs (calculated 剖 full scale) disbursements and other legal expenses in connection with the preparation and signing of this Agreement and its counterpart shall be borne by the Landlord and the Tenant in equal shares. Should the Tenant engage a separate firm of solicitors to act on its behalf then each party shall pay its own solicitor's costs.
8	Stamp duty
	The stamp duty upon this Agreement and its counterpart, the Land Registry registration fees (if any) the ratification fee (if any) and all other disbursements in connection with this Agreement and its counterpart shall be borne by the Landlord and the Tenant in equal shares.

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9	No premium or fine
	The Tenant hereby expressly admits and declares that no premium or fine or other consideration or key money has been paid to the Landlord by the Tenant for the creation of this tenancy.
10	Exclusion of Warranty as to use
	Nothing in this Agreement or in any consent granted by the Landlord under this Agreement shall imply or warrant that the Premises may be used for the purpose authorised in this Agreement. In the event that the Government or any competent authority serves notice prohibiting the use of the Premises in the manner permitted hereunder the Tenant shall forthwith comply with the notice failing which the Landlord shall be entitled to terminate this Agreement by one month's notice or such shorter notice as may be required or as the parties may agree. On the expiration of the Landlord's notice, this Agreement shall terminate but without prejudice to either party's claim against the other in respect of any antecedent breach of this Agreement.
11	Entire Agreement
	11.1	This Agreement supersedes any and all previous agreements between the parties hereto, and constitutes the entire agreement. Any representations, warranties, statements or agreements, whether orally or in writing, heretofore made relating to any of the matters referred to herein are hereby expressly negated and excluded unless hereafter otherwise agreed or confirmed by the parties in writing.
	11.2	In the event of any inconsistency between the terms of this Agreement and the terms of any documents referred to herein (including any Appendices attached hereto), the terms of this Agreement shall prevail.
12	Outstanding obligations
	Any outstanding obligations on the part of the Tenant to be observed and performed under the Offer Letter and/or the Agreement for Tenancy Agreement (if any) pursuant to which this Agreement is entered into shall continue to be in force and shall not merge with this Agreement unless the Landlord shall otherwise stipulate.
13	Sales and Redevelopment
	13.1	Notwithstanding any provision to the contrary contained in this Agreement, if at any time during the Term the Landlord shall decide to redevelop, renovate, refurbish or redesign the Building or any part thereof (which decision shall be sufficiently evidenced by a certified true copy of the relevant Board Resolution of the Landlord) or shall sell assign or enter into any agreement for the sale or assignment of the whole or any part of the Building which includes the Premises, the Landlord shall be entitled to give not less than six (6) calendar months' notice in writing to the Tenant to determine this Agreement and at the expiry of such notice everything herein contained shall cease and be void and the Tenant shall immediately deliver up vacant possession of the Premises to the Landlord.

- 28 -

	13.2	The Tenant shall not be entitled to claim against the Landlord for any compensation for the loss of goodwill or business damages or any costs and expenses incurred by the Tenant whatsoever but any such termination shall be without prejudice to the rights and remedies of either party against the other in respect of any antecedent claim or breach of any terms or stipulations herein contained.
	13.3	The expression “Landlord" in this clause shall include the Landlord's successors in title and this clause shall enure for the benefit of the Landlord's successors in title.
	13.4	It is also agreed and declared notwithstanding any other provision herein and notwithstanding any law to the contrary the Tenant's option right(s) (if any) shall be extinguished and determined upon the service of the said notice of termination whether such rights shall have been exercised by the Tenant or not.
	13.5	The Tenant shall not be entitled to any claim against the Landlord for any damages or compensation or any relief against such extinguishment and determination of its option right(s).
14	Confidentiality
	14.1	Each party shall take every reasonable precaution to ensure that its agents, officers or employees and in addition, in case of the Tenant, its contractors, solicitors and other professional advisers do not:-
		(a)	Disclose any term of this Agreement; or
		(b)	Disclose or use any information acquired in connection with this Agreement or acquired in connection with the negotiations leading up to it save when necessary for the performance of that party’s obligations under this Agreement or as the other party may first agree in writing.
	14.2	This clause shall not operate so as to prevent a disclosure which is made:-
		(a)	To a public authority under compulsion of law;
		(b)	To a court of law in Hong Kong Special Administrative Region or elsewhere or otherwise in any legal proceeding;
		(c)	To the auditors of, or any lawyer or professional person being under a duty of confidentiality in acting for that party, or when advising a party as to the performance of its obligations under this Agreement, or otherwise in connection with this Agreement;

- 29-

(d)	To banks and/or financial institutions for the purposes of the Landlord's raising finance and/or refinancing, extending or renewing indebtedness, whether incurred in connection with the Premises, the development in which the Premises are situated or otherwise;
(e)	In connection with the fulfillment of any rules, regulations or other requirements of any stock exchange or any relevant regulatory authority;
(f)	To the Landlord for the purposes of rental collection and property management and to the Sino group (of which the Landlord is a member) or any of its subsidiary or associated or affiliated companies in or outside of Hong Kong Special Administrative Region (hereinafter called “the data user(s)") whether for direct marketing purposes or cross-marketing activities.
	Provided that the data user(s) will take reasonable measures to keep the personal data of the Tenant confidential and ensure the same will only be accessible to the authorized employees of the data user(s) who in the reasonable belief of the data user(s) require the personal data in the discharge of duties toward the data user(s,) as well as to its / their holding, affiliated, associated, or subsidiary companies for direct marketing or cross-marketing activities, and to the Government or law enforcement authorities as shall be necessary for the compliance of lawful requests or orders and provided further that if the Tenant wants the Landlord or the data user(s) to stop using the data for direct marketing or cross-marketing activities, the Tenant may notify the Landlord or the data user(s) of the same without any service charge whatsoever.
	The Tenant hereby acknowledges that the Tenant has been informed that it is obligatory for the Tenant to supply the data and the consequences for the Tenant if the Tenant fails to supply the data and the Tenant has also been informed of the Tenant's rights to request access to and to request the correction of the data. Such right of access includes the right to obtain a copy of the Tenant's personal data. Any such request should be made in writing to the Landlord.

15	Reservation of rights
	The Landlord reserves the right, exercisable at any time or times:
	15.1	To install or erect at the entrances passages passageways doorways corridors landings staircases lobbies or other public parts of the Building counters, showcases or light boxes and to change the arrangement and/or location of entrances passageways doors doorways corridors landings staircases lobbies lifts escalators toilets or other public parts of the Building or any service or apparatus serving the Building.

- 30 -

15.2	To change the name or description of the Building or any part thereof PROVIDED that in such event, the Landlord shall give to the Tenant and the Postal and other Government Authorities not less than three months' advance notice in writing of any such proposed change.
15.3	To change the user of any part of the Building for any other purposes (including but not limited to restaurant and/or retail purposes), renovate or refurbish the shopping arcade (if any) or office area (if any) or any part or any area of the Building and to change, alter, amend, vary, add to and re-locate the layout of the shopping arcade (if any) or office area (if any) or any part or any area of the Building including but not limited to the external walls, entrance lobbies, staircases, landings, passages, corridors, toilets, lifts and escalators and to change out works to effect such change of user, renovation, refurbishment, change, alteration, amendment, variation, addition and re-location and the Tenant shall not be entitled to object to the change of user, renovation, refurbishment change alteration, amendment, variation, addition, re-location or any works as aforesaid and shall have no right of action or claim for compensation whatsoever in connection with any matters arising from this Clause.
15.4	To make or cause to be made any structural or non-structural alteration or improvement in or addition to entrances landings staircases driveways passages lobbies or any part of the Building in common use, without incurring any liability to make any payment to the Tenant on any account whatsoever.
15.5	To make introduce, amend, adopt or abolish regulations as it may consider necessary for the management and maintenance of the Building as a first class commercial Building. Such regulations shall be supplementary to the terms and conditions contained in this Agreement and shall not in any way derogate from such terms and conditions. In the event of conflict between such regulations and the terms and conditions of this Agreement the terms and conditions of this Agreement shall prevail.
15.6	To erect, Affix, install, remove, maintain, renew or paint on or to such parts of the exterior of the Building and/or the Premises (including but not limited to the walls and windows) flags, poles, banners, posters, decorations, chimneys, sunshades, sculptures, signs, stickers, signboards and advertisements (illuminated or otherwise) and the Tenant shall not make any objection or requisition to the same and shall have no claim whatsoever for any disturbance or interference of use or enjoyment of the Premises by reason thereof.

16	Novation
	Without prejudice to any other rights of Landlord under this Agreement, in the event that during the Term hereunder, the Premises or any part thereof and/or this Tenancy Agreement shall be assigned by the Landlord to any person or persons (the "Assignee") then the following provisions shall apply:

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	16.1	The Tenant shall accept and acknowledge the Assignee as the new landlord in respect of the Premises or the relevant part hereof assigned and the Tenant shall thereafter become liable to the Assignee for the observance and performance of all the terms and conditions of this Tenancy Agreement on the part of the Tenant to be observed or performed.
	16.2	The Landlord shall be entitled to call upon the Tenant to and the Tenant shall at the direction of the Landlord enter into and execute a Novation Agreement or other agreement or document with the Assignee and the Landlord in such form as may be reasonably required by the Landlord for the purpose of confirming that novation of all the Landlord's rights and obligations to the Assignee, to the intent that all the Landlord's liabilities and obligations under this Agreement including but without limitation the obligation for the refund of the Deposit hereunder, shall be assumed and taken up by the Assignee in exoneration of the, Landlord and all the Tenant's covenants in this Tenancy Agreement shall enure for the benefit of the Assignee.
	16.3	Upon the assignment of the Premises or any part thereof and/or this Tenancy Agreement and upon the execution of the Novation Agreement or such other agreement or document mentioned above, all the Landlord's liabilities and obligations hereunder including, without limitation, its obligation to refund the Deposit hereunder, whether contractual or otherwise, shall absolutely cease and be extinguished and in lieu thereof the Assignee shall take up and assume such liabilities and obligations.
17	Meaning of “Tenant”
	The expression “the Tenant" shall (where the context permits) mean and include the party or parties specifically named and shall not include the executors and administrators of any such party or where such party is a corporation any liquidator or receiver thereof.
18	Responsible for acts of servant, etc.
	Any act default neglect or omissions of the agents contractors servants customers or visitors of the Tenant shall be deemed to be the act default neglect or omission of the Tenant.
19	Special condition(s)
	The parties hereto hereby agree that the terms or conditions or matters set out in the Sixth Schedule hereto shall apply to this Agreement and shall be incorporated as an integral part of this Agreement.
20	Governing law
	This Agreement and the rights and obligations of the parties hereto shall be governed by and construed and interpreted in all respects in accordance with the laws of Hong Kong Special Administrative Region and the Tenant hereby irrevocably submit(s) himself / themselves to the jurisdiction of the courts of Hong Kong Special Administrative Region.

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The submission of the Tenant to the jurisdiction of the courts of Hong Kong Special Administrative Region shall not restrict the right of the Landlord to take proceedings against any one or both of them in any other courts having, claiming or accepting jurisdiction over them or any of its/their assets, nor shall the taking of proceedings in any one or more jurisdictions(s) preclude the taking of proceedings in any other jurisdiction whether concurrently or not.

Any action or proceedings against the Landlord may be taken in no jurisdiction other than that of the courts of Hong Kong Special Administrative Region.

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THE FIRST SCHEDULE ABOVE REFERRED TO

PART 1

LANDLORD	WIDE HARVEST INVESTMENT LIMITED whose registered office is situate at 12th Floor Tsim Sha Tsui Centre, Salisbury Road, Tsim Sha Tsui, Kowloon, Hong Kong (“Landlord" which expression shall include its successors and assigns).
TENANT	GOLDENWAY PRECIOUS METALS LIMITED ( ) whose registered office is situate at Suite Nos. 3702-437th Floor, Tower 6, The Gateway, Harbour City, Tsimshatsui, Kowloon, Hong Kong ("Tenant")
PART 11
Premises	SUITE NO. 9 on the 12TH FLOOR of TOWER 1 of CHINA HONG KONG CITY(“the Building") at No. 33 Canton Road, Kowloon, Hong Kong (the said Suite for the purpose of identification only is shown and coloured Pink on the Floor Plan annexed hereto).
PART 111
Term	For the term of three ye s commencing on the 22nd day of February 2010 and expiring on the 21st day of February 2013 (both days inclusive).
PART IV
User	Restricted to use by the Tenant as office premises only and for no other purpose whatsoever.
PART V
Deposit	The sum of HK$249,045.00 (equivalent to three months' rental and three months' Management Fee and Air-Conditioning Charge and rates) payable to the Landlord on or before the signing of this Agreement.

- 34-

THE SECOND SCHEDULE ABOVE REFERRED TO

PART 1

PARTICULARS OF RENT

(1)	The rent payable during the Term shall be HK$62,880.00 each calendar month payable in advance on the first day of each calendar month (without any deduction or set-off).
(2)	The rent is exclusive of rates, Government rent (if any,) Management Fee and Air-Conditioning Charge and other outgoings.
(3)	Subject to the Tenant's due and punctual payment of the Rent and other monies payable under this Agreement and the due observance and performance of all the conditions contained in this Agreement, the Tenant shall have the following rent free period(s) :
	From 22nd February 2010 to 23rd March 2010 (both days inclusive).
	During any rent free period the Tenant shall continue to pay the Management Fee and Air-Conditioning Charge, rates and Government rent (if any) and all other outgoings payable.

PART 11
PARTICULARS OF CHARGES
Management Fee and Air-Conditioning Charge:	HK$17,135.00 per calendar month
	(subject to revision pursuant to Clause 1.5
	of Section III).
PART 111
Tenant's email address :	esther@222m.net

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THE THIRD SCHEDULE ABOVE REFERRED TO

FITTING OUT REQUIREMENTS

The Tenant shall :-

(a)	Provide electrical light fittings and a ceiling of non-combustible material approved by the Landlord save that no combustible material will be permitted above the ceiling. If the Tenant requires any extension or relocation of the sprinkler heads and/or the smoke detectors and other fire services equipment installed by the Landlord, the cost of such work will be paid by the Tenant.
(b)	Provide vertical window blinds, tracks and fittings at the Tenant's expenses.
(c)	Paint and decorate the interior of the Premises to the satisfaction of the Landlord.
(d)	Furnish and install floor fi11 and floor finishes. PVC tiles sha11 not be used unless approved by the Landlord.
(e)	With the relevant plan showing all the details including but not limited to the gauge of wire, etc. duly approved in writing in advance by the Landlord, apply for the electricity water meters from the relevant authorities, complete all electrical and mechanical insta11ations (heating, lighting system, ventilation, air-conditioning, sub-main cable, wiring, plumbing, drainage and fire services) for the purpose of providing electrical mechanical and drainage services to and within the Premises PROVIDED that the reinstatement of the ceiling or any part of the common area damaged by or removed during the connecting of electricity to the Premises shall be carried out by the Landlord's nominated contractor at the Tenant's expense.
(f)	Furnish and install or arrange for the installation of telephones as well as other Tenant's requirements within the Premises together with such meters as are necessary to measure the Tenant's consumption thereof and to employ only the contractors nominated or approved by the Landlord for such purposes.
(g)	Furnish, install support and connect all lighting fixtures, including lamps, switches and wiring, save that in the case of support involving cutting into structure prior written approval of the Landlord will be required and in all instances only the contractor designated by the Landlord sha11 be used.
(h)	Install such fire extinguishers or other means of fire-fighting equipment inside the Premises as may be required from time to time by all relevant Ordinances and regulations of the Government of Hong Kong Special Administrative Region.

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THE FOURTH SCHEDULE ABOVE REFERRED TO

BUILDING RULES AND REGULATIONS

(a)	Plumbing fixtures shall be used only for the purposes for which they were constructed. No sweeping rubbish rags or other alien substance shall be deposited therein. All costs for making good damages resulting from any misuse of the plumbing fixtures shall be borne by the Tenant.
(b)	Unless with the written consent of the Landlord, no tenant may drill into or in any way deface any part of the Premises or the Building.
(c)	Unless with the written consent of the Landlord, and such consent will not be usually granted, no flagpoles or aerials shall be erected, and no flags may be flown from windows or elsewhere in or upon the Building.
(d)	The loading and unloading of goods shall be carried out in such manner and within such times as from time to time be designated by the Landlord.
(e)	Canvassing and peddling in the Building are prohibited.
(f)	No tenant shall cause or permit any noise which is or may be a nuisance or annoyance to the occupants of other portions of the Building.
(g)	No animals or pets may be kept in the Premises or the Building.
(h)	No security organization shall be employed by Tenant without the Landlord's prior consent.
(i)	No film or movies shooting relating to the Building is permitted unless the prior written consent from the Landlord is obtained.
(j)	No person is allowed to sit loiter or sleep on public passages, staircases or shopfronts.
(k)	Save and except where the Premises are let for the express purpose of a Food or Beverage outlet or restaurant the preparation of food in the Premises is expressly prohibited save with the Landlord's prior permission in writing.
(1)	No person may place or leave any rubbish in the entrances or any of the staircases, corridors, passages or landings of the Building used in common.
(m)	No person may permit or suffer any sale by auction to be held upon the Premises.

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THE FIFTH SCHEDULE ABOVE REFERRED TO

NORMAL AIR-CONDITIONING SUPPLY HOURS

Monday to Friday (inclusive) :	From 8:00 A.M. to 6:00 P.M.
Saturday	From 8:00 A.M. to 2:00 P.M.

For the avoidance of doubt, no air-conditioning will be supplied to all office units of the Building on all Sundays and Public Holidays. The said normal air-conditioning supply hours are subject to revision from time to time by the Landlord or the Building Manager at its sole discretion by giving to the Tenant not less than one month's prior notice in writing in that behalf.

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THE SIXTH SCHEDULE ABOVE REFERRED TO

SPECIAL CONDITION(S)

1.	To pay to the Landlord such handling charge as the Landlord shal1 determine in its absolute discretion from time to time during the Term for considering the Tenant's fitting out plans and specifications and inspecting the fitting out works carried out or to be carried out in the Premises.
2.	The Tenant shal1 pay and discharge any temporary electricity charges incurred during the fitting out period as demanded by the Building Manager.
3.	The Tenant shall pay a sum, as demanded by the Landlord or the Building Manager of the Building as a fitting out and decoration deposit before commencing to fit out the Premises. Such sum shal1 be refunded to the Tenant without interest subject to any Necessary deductions, upon completion of the decoration works.
4.	From time to time as necessary and upon completion of the fitting out work in the Premises, the Tenant shall at its own expense remove al1 debris and rubbish resulting from such fitting out work to the location designated by the Landlord or the Building Manager or their authorised agents in an orderly and proper manner.
5.	Before taking possession or the commencement date of the tenancy (whichever is earlier) of the Premises, the Tenant shall pay to the Landlord the fol1owing:

Rent for 24th March 2010 to 23rd Apri12010	HK$64, 435.10
Management Fee and Air-Conditioning Charge for 22nd February 2010 to 21st March 2010	HK$15,891.33
Government rates for 22nd February 2010 to 31st March 2010	HK$3,800.0
Vetting charge (non-refundable)	HK$4,716.00
	HK$3,144.00
Temporary electricity charges (non-refundable)	HK$3,144.00
Fitting out deposit
(refundable subject to Clause 9.5 of Section III and to be credited to rental account)	HK$95,130.43

6. Subject to the Tenant's due execution of this Agreement and payment of al1 sums required, vacant possession of the Premises in an “ as is" condition with the existing ceiling system left by the previous tenant shall be delivered to the Tenant on the commencement of the Term and the Tenant shall be fully responsible for the repair and maintenance of the said ceiling system throughout the Term of this Agreement.

- 39 -

7.	The Landlord shall carry out the following items in the Premises on an one time basis :-
	to provide chemical c1eaning of fan coil unit and the quality, standard and the type of such chemical c1eaning shall be subject to the sole discretion of the Landlord;
	to provide and install wall-to-wall new carpet in accordance with the Landlord's standard after the commencement date of this tenancy; and
	to replace aging ceiling tiles and ceiling grids in accordance with the Landlord's standard.
8.	If the Tenant shall have paid the rent and other payments hereby reserved and have observed and performed all the terms and conditions contained in this Agreement, then the Tenant may, serve a one month prior written notice on the Landlord to request for relocation to other premises within the Building (“the New Premises") subject to availability and the monthly rent of the New Premises shall not be lower than HK$62,880.00 (exclusive of rates, management fee and air-conditioning charge). The tenancy of the New Premises shall commence on a date to be determined by the Landlord (which shall in no event be later than the termination of this Agreement) and other terms and conditions as shall be decided by the Landlord at its absolute discretion. In the event that the Tenant elects for such relocation, the Tenant shall enter into a tenancy agreement with the Landlord in respect of the New Premises on or before the commencement date of the term of the tenancy agreement. The Tenant shall upon execution of the tenancy agreement for the New Premises execute a surrender agreement in a form prepared by the Landlord's solicitors to determine this Agreement and surrender the Premises. The cost of the Landlord's solicitors and the disbursements incidental to the preparation and completion of the surrender agreement and the new tenancy agreement and stamp duty thereon shall be borne by the Tenant absolutely.

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i--
AS WITNESS the hands of the parties hereto the day and year first above written.
SIGNED BY
	Comic Kwong - Lin Hung of Sino Real Estate Agency Limited a company duly authorised. By the Board of Director of the Landlord
for and on behalf of Real Estate Agency Limited as agent for the Landlord for the sole purpose of execution of this Agreement whose signature is verified
by :-

R E C E I V E D the day and year first above	)
written of and from the Tenant the sum of	)
HONG KONG DOLLARS TWO HUNDRED	)
FORTY-NINE THOUSAND AND FORTY-	)
FIVE ONLY being the above mentioned	)
deposit to be paid by the Tenant to the Landlord.)
SIGNATURE VERIFIED BY:-

- 41 -

EX-10.2

Exhibit 10.2

INDEX

SECTION 1		INTERPRETATION AND AGREEMENT	Page
	1	1 (1) Interpretation
		1 (2) Headings and index
		1 (3) Gender
	2	Term premiseslt rent and ch
SECTION 11		RENT AND OTHER CHARGES
	1	Rent and charges	2
	2	Rates	2
	3	Gas water and electricity charges	3
SECTION 111		TENANT'S OBLIGATIONS
	1	Compliance with Ordinances	3
	2	Fitting out and Other Work	3
		2(1) Installations and alterations	4
		2(2) Damage to walls ceilings and floors	4
		2(3) Floor covering	4
	4	Replacement of windows	4
	5	Repair of electrical installation	5
	6	Repair of gas installation	5
	7	Landlord's Nominated Contractors	5
	8	Maintenance of sanitary and water apparatus	5
	9	Cleaning of drains	5
	10	Responsibility for defects	5
	11	Third party insurance	6
	12	Insurance of contents	6

	13	Protection from typhoons	6
	14	Entry by Landlord	7
	15	Notice to repair	7
	16	Outside windows	7
	17	Inform Landlord of damage	7
	18	Regulations	7
	19	Cleaning contractors	7
	20	Directory boards	8
	21	Service entrances and lifts	8
	22	Refuse and garbage removal	8
	23	Title deeds	8
	24	Yield up premises and handover	8
	25	Indemnity against breach	9
SECTION IV		LANDLORD'S OBLIGATIONS
	1	Quiet enjoyment	9
	2	Government rent and property tax	9
	3	Building management services	10
	4	Facilities	10
	5	Air-conditioning services	10
	6	Directory boards	10
SECTION V		RESTRICTIONS AND PROHIBITIONS
	1	Damage to common areas	10
	2	Floor loading	11
	3	Air-conditioning units	11
	4	Structural stability	11

	5	Locks	11
	6	Loading of lifts	11
	7	Use of lifts	11
	8	Nuisance or annoyance	11
	9	Noise	11
	10	Signs	12
	11	User	12
	12	Illegal or immoral use	12
	13	Sleeping or domestic use	12
	14	Manufacture or storagey.• of goods	12
	15	Combustible or dangerous goods	13
	16	Obstructions in passages	13
	17	Toilet facilities	13
	18	Wiring and cables in common areas	13
	19	Preparation of food and prevention of odours	13
	20	Animals pets and infestation	14
	21	Subletting and assigning	14
	22	Breach of Conditions	14
	23	Breach of insurance policy	15
	24	Aerials	15
	25	Parking	15
	26	Use of building name	15
SECTION VI		EXCLUSIONS OF LIABILITY
	1	1.1 Lifts escalators and other services	16
		1.2 Electricity/gas/water supply	16
		1.3 Fire overflow of water and vermin	16
		1.4 Water sprinklers	16
		1.5 Services	16

SECTION VII		ABATEMENT OF RENT
	1	Abatement	17
SECTION VIII		DEFAULT
	1	Default	17
	2	Exercise of right	18
	3	Acceptance of rent	18
	4	Acts of contractors servants agents licensees customers	18
	5	Distraint	18
	6	Interest, legal costs and supply of information to agents	19
SECTION IX		DEPOSIT
	1	Deposit	19
	2	Increase in deposit	20
	3	Repayment of deposit	20
	4	Transfer of deposit	20
SECTION X		REGULATIONS
	1	Introduction of Regulations	20
	2	Conflict	21

(iv)

SECTION XI		MARKET RENTAL
	1	Determination of market rental	21
SECTION XII		GENERAL
	1	Landlord and tenant legislation	23
	2	Condonation not a waiver	23
	3	Letting notices	24
	4	Service of notices	24
	5	No fine	24
	6	Exclusion of warranties	24
	7	Name of building	24
	8	Stamp Duty and costs	24
	9	Tenant's obligations not affected	25
	10	No enforcement of third party covenants	25
	11	No implied covenants	25
	12	Changes in common areas	26
	13	Reservations	26
	14	Severance	26
	15	Tenant's effects	26
	16	Use of other premises	27
	17	Deed of Mutual Covenants	27
	18	Sale and Redevelopment	27
	19	Special conditions	28
SCHEDULE			29
EXECUTION			30
ANNEXURES			31
APPENDIX			32

(v)

IT IS AGREED as follows:-

SECTION I INTERPRETATION AND
AGREEMENT

1	1(1)	Interpretation
		In this Agreement the expressions set out in the Schedule hereto shall where the context so admits have the meanings respectively ascribed to them therein.

1(2)	Headings and index
	The headings and index are intended for guidance only and do not form part of this Agreement nor shall any of the provisions of this Agreement be construed or interpreted by reference thereto or in any way affected or limited thereby.
1(3)	Gender
	Unless the context otherwise requires words herein importing the masculine gender shall include the feminine and neuter and vice versa and words herein in the singular shall include the plural and vice versa.

2	Term premises rent and charges
	The Landlord shall let and the Tenant shall take for the said term All Those the said premises as delineated in pink on the plan(s) annexed hereto Together with the use in common with the Landlord and all others having the like right of :-

2(1)	the entrances staircases landings passages and toilets in the said building, and
2(2)	the lifts and escalators in the said building whenever the same shall be operating,

insofar as the same are necessary for the proper enjoyment of the said premises but except as the Landlord may from time to time restrict such use YIELDING AND PA YING therefor throughout the said term the rent air-conditioning charge and service charge (all of which are unless the context otherwise requires hereinafter included under the term “rent") as are set out in the Schedule which sums shall be payable exclusive of rates and other out-goings and in advance on the first day of each calendar month the first of such payments to be apportioned according to the number of days then unexpired in the month in respect of which such payment is due and the last of such payments to be apportioned according to the number of days of the said term remaining in the month in respect of which such payment is due.

Section 1 / II

SECTION 11
RENT AND OTHER CHARGES

The Tenant hereby agrees with the Landlord as follows:-

1 Rent and charges

1(1)

To pay the rent air-conditioning charge and service charge on the days and in the manner hereinbefore provided for payment thereof without deduction or set off (whether legal equitable or otherwise) and in banknotes or by bankers order if so required by the Landlord.

1(2)

The Landlord shall be entitled at any time and from time to time during the said term to serve a notice upon the Tenant increasing either one or both of the air-conditioning charge and service charge by an amount which the Landlord shall deem appropriate having regard to all or any of the elements affecting the cost of providing the respective services, and thereafter such increased charge or charges shall be payable in lieu of the charge or charges provided for above. The Landlord's assessment of the appropriate increase shall be conclusive and binding on the Tenant.

2 Rates

2(1)	To pay and discharge all rates taxes assessments duties charges impositions and outgoings of an annual or recurring nature now or hereafter to be assessed imposed or charged by the Government of the Hong Kong Special Administrative Region or other lawful authority upon the said premises or upon the owner or occupier thereof (Government Rent and Property Tax only excepted).
2(2)	In the event that an assessment to rates in respect of the said premises shall be raised upon the Landlord direct the Landlord shall during the month immediately preceding any quarter in respect of which such rates may fall due be at liberty to debit the Tenant with the amount thereof and the same shall forthwith be paid by the Tenant to the Landlord whereupon the Landlord shall account for the same to the Government of the Hong Kong Special Administrative Region.
2(3)	In the event that no valuation of the said premises shall have been made in accordance with the Rating Ordinance (Cap.116) or any statutory amendment or modification thereof for the time being in force the Landlord shall be at liberty to make an interim valuation thereof and to debit the Tenant with the amount which would be payable upon such interim valuation and the same shall forthwith be paid by the Tenant to the Landlord and any over-payment or under-payment by the Tenant on such interim valuation shall be adjusted when a valuation under the Rating Ordinance shall have been made known.

2(4) The Landlord shall be entitled to treat non-payment of any amount debited to the Tenant in accordance with the foregoing provisions of this Clause or any part thereof in all respects as non-payment of rent under this Agreement.

3	Gas water and electricity charges
	To pay and discharge all charges for gas water and electricity consumed in the said premises.

SECTION 111
TENANT'S OBLIGATIONS

The Tenant hereby agrees with the Landlord as follows:-

1	Compliance with Ordinances
	To obey and comply with all ordinances regulations bye-laws rules and requirements of any Governmental or other competent authority relating to the conduct and carrying on of the Tenant's business on the said premises or to any other act deed matter or thing done permitted suffered or omitted therein or thereon by the Tenant or any employee agent contractor or licensee of the Tenant and to notify the Landlord forthwith in writing of any notice received from any statutory or public authority concerning or in respect of the said premises or any services supplied thereto.
2	Fitting out and Other Work
	To fit out the said premises in accordance with such plans and specifications as shall have been first submitted to and approved in writing by the Landlord in a good and proper workmanlike fashion and in carrying out any approved work hereunder the Tenant shall and shall cause its servants agents contractors and workmen to cooperate fully with the Landlord and/or with the building manager and their/its servants agents contractors and workmen and to obey and comply with all instructions and directions which may be given by the Landlord's architect or other authorized representative or by the building manager if appointed by the landlord in connection with the carrying out of such work Provided That the Tenant shall not at any time during the said term without the prior written consent of the Landlord :-

Section III

2(1)	Installations and alterations
	erect install remove or alter any fixtures partitioning or other erection or installation in the said premises or any part thereof or in any other part of the said building or without the like consent make or permit or suffer to be made alterations in or additions to the electrical or gas installations or to the air conditioning plumbing drainage fire fighting/detection or security systems or install or permit or suffer to be installed any equipment apparatus or machinery which requires any additional electrical/gas mains wiring/piping or which consumes electricity/gas not metered through the Tenant's separate meter or which imposes a weight on any part of the flooring in excess of that for which it is designed, it being agreed that the Landlord shall be entitled to prescribe the maximum weight and permitted location of safes and other heavy equipment and to require that the same stand on supports of such dimensions and material to distribute the weight as the Landlord may deem necessary, nor
2(2)	Damage to walls ceilings and floors
	drive or insert or permit or suffer to be driven or inserted any nails screws hooks brackets or similar articles into the doors ceilings windows walls beams floors structural members or any part of the fabric of the said premises or any of the plumbing or sanitary or air-conditioning or fire fighting/detection apparatus or installation therein nor to cut maim injure drill into mark or deface the same or permit or suffer the same to be cut maimed injured drilled into marked or defaced, nor
2(3)	Floor covering
	lay or use any floor covering or do anything which may damage or penetrate the existing flooring floor screed or slab.

3	Good repair of interior
	To keep all the interior of the said premises including the flooring and interior plaster or other finishes or rendering to walls floors and ceilings and the Landlord's fixtures therein and all additions thereto and including all doors windows electrical and gas and plumbing installations and wiring and piping in good clean and tenantable repair and condition and properly preserved and painted and so to maintain the same throughout the said term at the expense of the Tenant and to the satisfaction of the Landlord, and subject to Clause 24 of Section 111 to deliver up the same to the Landlord at the expiration or sooner determination of the said term in like condition.
4	Replacement of windows
	To replace all broken and/or damaged windows glass wall and curtain (including those with cracks or scratches found thereon) whether or not the same be broken or damaged or caused by the negligence of the Tenant and at the Landlord's direction to pay to the Landlord upon demand the full costs required for the said replacement.

Section III

5	Repair of electrical installation
	To repair or replace any electrical installation or wiring of the Tenant if the same becomes dangerous or unsafe or if so reasonably required by the Landlord or by the relevant utility company and in so doing the Tenant shall use only a contractor nominated by the Landlord in writing for the purpose.
6	Repair of gas installation
	To repair or replace any gas installation or piping of the Tenant if the same becomes dangerous or unsafe or if so reasonably required by the Landlord or by the relevant utility company and in so doing the Tenant shall use only a contractor nominated by the Landlord in writing for the purpose.
7	Landlord's Nominated Contractors
	In carrying out any work to the electrical or gas installation or to the air conditioning plumbing drainage fire fighting / detection building automation and / or security systems the Tenant shall use only those contractors nominated by the Landlord in writing for the purpose and the Tenant shall pay to the Landlord as the Landlord's handling fee a sum equivalent to ten per cent (10%) of the price quoted by the nominated contractors for carrying out such work. The Tenant shall not commence any such work unless and until the Tenant has paid the Landlord's handling fee to the Landlord as aforesaid.
8	Maintenance of sanitary and water apparatus
	To keep the sanitary and water apparatus used exc1usively by the Tenant and its servants agents licensees and customers in good clean and tenantable repair and condition to the satisfaction of the Landlord and in accordance with the regulations or bye-laws of all Public Health and other Government Authorities concerned.

9	Cleaning of drains
	To pay to the Landlord on demand all costs incurred by the Landlord in cleaning c1earing repairing or replacing any of the drains pipes or sanitary or plumbing apparatus choked or stopped up owing to the careless or improper use or neglect by the Tenant or any employee agent licensee or customer of the Tenant.
10	Responsibility for defects
	To be wholly responsible for any loss damage or injury caused to any person whomsoever or any property whatsoever whether directly or indirectly :-

10(1) through the defective or damaged condition of any part of the interior of the said premises or any fittings fixtures wiring or piping therein or any equipment apparatus installation whatsoever which are used and enjoyed exclusively by the Tenant and its servants agents licensees and customers whether the same shall be in or at the said premises or otherwise, or

Section III

10(2)	through or in any way owing to the spread of fire or smoke or the leakage or overf1ow of water including storm or rain water into or from the said premises or any part thereof, or
10(3)	through the negligence or the act neglect default or omission of the Tenant, or
10(4)	through the use of the said premises by the Tenant, or
10(5)	through the operation by the Tenant of its business at or from the said premises.

11	Third party insurance
	To effect and maintain throughout the said term insurance cover in respect of the Tenant's obligations under Section 111 Clause 10 with a reputable insurance company to the satisfaction of the Landlord and to produce to the Landlord as and when so required by the Landlord the policy of such insurance together with the receipt for the last payment of premium and a certificate from the relevant insurance company that the policy is fully paid up and in all respects valid and subsisting, in default of which the Landlord shall be entitled (but not obliged) at the Tenant's expense to effect such insurance cover. The policy of such insurance shall be in the name of the Tenant and endorsed to cover the interest of the Landlord or the building manager if there is one appointed by the Landlord as the beneficiary or beneficiaries thereof and shall be in such amount as the Landlord shall from time to time stipulate and shall contain a clause to effect that the insurance cover thereby effected and the terms and conditions thereof shall not be cancelled modified or restricted without prior written consent of the Landlord.
12	Insurance of contents
	To be wholly responsible for any loss or damage to property within the said premises including without limitation all furniture fixtures fittings goods chattels samples personal effects contents and stock and to effect with a reputable insurance company adequate insurance cover for the same in their full replacement value against all risks including without limitation those risks perils or under circumstances for which the Landlord's liability is expressly or impliedly excluded under this Agreement. The Tenant undertakes to produce and make available to the Landlord as and when so required by the Landlord the policy of such insurance together with the receipt for the last payment of premium and a certificate from the relevant insurance company that the policy is fully paid up and in all respects valid and subsisting.
13	Protection from typhoons
	To take all reasonable precautions to protect the interior of the said premises against damage by storm typhoon heavy rainfall or the like and in particular to ensure that all exterior doors and windows are securely fastened upon the threat of such adverse weather conditions.

Section III

14	Entry by Landlord
	To permit the Landlord and all persons authorized thereby at all reasonable times to enter and view the state of repair of the said premises to take inventories of the fixtures therein to carry out any works repairs or maintenance which require to be done and to show the said premises to prospective tenants during the last three months of the said term or to prospective purchasers at any time during the said term Provided That in the event of an emergency the Landlord or the building manager if appointed by the Landlord including its servants or agents may enter without notice and forcibly if need be.
15	Notice to repair
	On receipt of any notice from the Landlord or the building manager if appointed by the Landlord specifying any works or repairs which require to be done and which are the responsibility of the Tenant hereunder forthwith to put in hand and execute the same with all possible despatch and without any delay. Failure by the Tenant so to do will entitle the Landlord or its servants or agents to enter upon the said premises and forcibly if need be to carry out such works or repairs at the sole expense of the Tenant.

16	Outside windows
	To keep all outside windows closed and fastened.
17	Inform Landlord of damage
	To give notice in writing to the Landlord or the building manager if appointed by the Landlord of any damage that may be suffered to the said premises or to persons thereon and of any accident to or defects in the water pipes gas pipes electrical wiring or fittings fixtures or other facilities provided by the Landlord.
18	Regulations
	To observe and comply with such regulations as the Landlord or the building manager if appointed by the Landlord may introduce for the better operation and management of the commercial part of the said building as office premises and/or for the use of the carpark in the said building and/or its recreational areas and outdoor facilities.
19	Cleaning contractors
	To engage as cleaning contractors for the said premises only such contractors as may be nominated by the Landlord, provided that the Tenant may in addition to or substitution for such contractors employ its own direct staff for cleaning. Such cleaning contractors shall be employed at the sole expense of the Tenant.

20	Directory boards
	To pay the Landlord immediately upon demand the costs of affixing repairing altering or replacing as necessary the directory boards, signboards or name plate bearing the Tenant’s name (or such other name(s) as may be allowed by the Landlord) provided by the Landlord located within or outside the said premises or any part of the building as the Landlord may designate as well as the costs of removing the same upon the expiry or sooner determination of this tenancy.
21	Service entrances and lifts
	To load and unload goods only at such times and through such service entrances and by such service lifts as shall be designated by the Landlord or the building manager if appointed by the Landlord for this purpose from time to time.
22	Refuse and garbage removal
	To be responsible for the removal of garbage and refuse from the said premises to such location as shall be specified by the Landlord or the building manager if appointed by the Landlord from time to time and to use only that type of refuse container as is specified by the Landlord or the building manager if appointed by the Landlord from time to time. In the event of the Landlord or the building manager if appointed by the Landlord providing a collection service for garbage and refuse the same shall be used by the Tenant to the exclusion of any other similar service and the use of such service provided by the Landlord or the building manager if appointed by the Landlord shall be at the sole cost of the Tenant.
23	Title deeds
	To observe and perform the covenants terms conditions and restrictions under which the said Lot(s) is/are held from the Government of the Hong Kong Special Administrative Region or as referred to in any deed of mutual covenants or other deed or instrument affecting the said building and/or its recreational areas and outdoor facilities for the time being in force (whether or not executed prior to the date of this Agreement) so far as they relate to the said premises or the use thereof or the use of the common areas and facilities of the said building and/or its recreational areas and outdoor facilities but except always to the extent that the Landlord is obliged to observe and comply with the same pursuant to Section IV.
24	Yield up premises and handover
	At the expiration or sooner determination of this tenancy to deliver up to the Landlord vacant possession of the said premises notwithstanding any rule of law or equity to the contrary together with such fittings fixtures alterations or additions thereto as the Landlord in its absolute discretion may be willing to retain but without payment of any compensation for such fittings fixtures alterations or additions and deliver to the Landlord all keys giving access to all parts of the said premises. The Tenant shall be entitled to remove its own trade fixtures subject to making good all damage including damage to the decoration caused by such removal and shall if required by the Landlord at the Tenant's own costs and expenses

Section III / IV

	A state and condition in accordance with the Landlord’s Standard Specification as stipulated in APPENDIX of this Agreement.
	remove all the Tenant's fittings fixtures alterations or additions or anything brought in by the Tenant to the said premises or the building whether located in the said premises or outside the premises in any part of the said building with the permission of the Landlord and/or the building manager and reinstate the said premises and/or the said building or such part the of following the said removed to. If the Tenant shall upon commencement of this tenancy the agreed to accept any fittings fixtures alterations or additions which shall have been or made by any previous occupiers of the said premises, the Landlord sha11 have the right to require the Tenant to remove any or all of such fittings fixtures alterations or additions so made prior to the date of commencement of this tenancy and to make good any damage to the said premises caused by the installation or making of such fittings fixtures alterations or additions or its removal as if such fittings fixtures alterations or additions were made by the Tenant during the term of this tenancy.
25	Indemnity against breach
	To indemnify and keep the Landlord and the building manager if appointed by the Landlord indemnified from and against all actions claims losses damages and expenses arising from any breach non-observance or non-performance of any of the agreements or covenants on the part of the Tenant herein contained or from the operation by the Tenant of its business at or from the said premises or from the use of the said premises or of the electrical or gas installation or apparatus therein or out of any works carried out at any time during the said term to the said premises or out of anything now or during the said term attached to or projecting from the said premises or arising from the negligence or the act neglect default or omission of the Tenant.

SECTION IV
LANDLORD'S OBLIGATIONS

The Landlord hereby agrees with the Tenant as follows :-

1	Quiet enjoyment
	That the Tenant upon paying the rent on the days and in the manner herein provided for payment of the same and observing and performing the agreements stipulations and conditions herein contained and on the Tenant’s part to be observed and performed shall peaceably hold and enjoy the said premises during the said term without any interruption by the Landlord or any person lawfully claiming under or in trust for the Landlord.
2	Government rent and property tax
	To pay the Government rent and the property tax payable in respect of the said premises.

Section IV / V

3	Building management services
	To carry out or arrange for such building management services as the Landlord may in its absolute discretion think fit with a view to maintaining the commercial part of the said building as first class office premises.
4	Facilities
	To use its best endravours or to arrange for the building manager if appointed by the Landlord to use its best endeavours to maintain the escalators lifts and fire fighting/ detection and air-conditioning plant and other facilities of the said building in proper working order.
5	Air-conditioning services
	Subject to Clause 4 of this Section IV and to Clauses 1(1) and 1(2) of Section VI to provide or arrange for air-conditioning services to the said premises from 8.30 a.m. until 7.00 p.m. daily from Monday to Friday (both inclusive) and from 8.30 a.m. to 2.00 p.m. on Saturdays. If the Tenant shall require additional air-conditioning services on Sundays and public holidays or outside the times specified the Landlord shall on receiving reasonable notice of the Tenant's requirements and subject as aforesaid provide the same to the Tenant. The charges for air-conditioning services on Sundays and public holidays and outside the times specified shall be determined by the Landlord and notified to the Tenant from time to time.
6	Directory boards
	To supply directory boards and to allot space thereon for the Tenant's name to be affixed in such uniform lettering or characters as shall be designated by the Landlord.

SECTION V
RESTRICTIONS AND PROHIBITIONS

The Tenant hereby agrees with the Landlord as follows :-

1	Damage to common areas
	Not to damage injure or deface any part of the fabric or walls or roof of the said building or of the common areas stairs and lifts and other facilities of the said building.

Section V

2	Floor loading
	Not to load the floor of the said premises or any part thereof beyond the designed weight as stated in Clause 5 of the Schedule hereto.
3	Air-conditioning units
	Not to install air-conditioning units at the said premises without the prior written consent of the Landlord.
4	Structural stability
	Not to dig any hole or holes in or otherwise damage the concrete floor slab of the said premises.

5	Locks
	Not without the prior written consent of the Landlord to alter the existing locks bolts and fittings on the entrance doors to the said premises nor to install any additional locks bolts or fittings thereon.
6	Loading of lifts
	Not to place in any of the lifts in the said building anything the weight of which shall exceed the maximum weight as shown inside the said lifts.

7	Use of lifts
	Not to load or unload or receive delivery of or despatch any goods or merchandise or permit or suffer the same to be loaded unloaded delivered or despatched in any of the lifts designated from time to time by the Landlord as passenger lifts.
8	Nuisance or annoyance
	Not to do or permit or suffer to be done any act or thing which may be or become a nuisance or annoyance or cause damage or danger to the Landlord or to the tenants occupiers of other premises in the said building or in any adjoining or neighbouring building.

9	Noise
	Not to produce or suffer or permit to be produced at any time in the said premises any noise which may in the opinion of the Landlord (which opinion shall be conclusive) constitute a nuisance or give cause for reasonable complaint from the occupants of any other premises in the said building or persons using or visiting the same.

Section V

10	Signs
	Not without the prior written consent of the Landlord to affix or display or permit or suffer to be affixed or displayed within or outside the said premises any signboard sign decoration advertising matter or other device whether illuminated or not save that :-

10(1)

the Tenant shall be entitled to have its name displayed in English and Chinese in uniform lettering or characters designated by the Landlord on the directory boards such lettering and characters and any additions or alterations thereto to be placed thereon by the Landlord at the Tenant's expense, and

10(2)

the Tenant shall be entitled at its own expense to have its name affixed in lettering and/or characters approved by the Landlord on the entrance door or doors to the said premises such lettering and/or characters thereon and any additions or alterations thereto or thereon to be made by the Landlord at the Tenant's expense. If the Tenant carries on business under a name other than its own name it shall notify the Landlord of the name under which its business is carried on and shall be entitled to have that name displayed as aforesaid, but the Tenant shall not be entitled to change its business name without the prior written consent of the Landlord which the Landlord may give or withhold at its discretion, and without prejudice to the foregoing, the Landlord may in connection with any application for consent under this Clause require the Tenant to produce such evidence as it may think fit to show that no breach of Clause 21 of this Section V has taken place or is about to take place.

11	User
	Not to use or permit or suffer the said premises to be used for any purpose other than as described in Clause 5 of the Schedule hereto.
12	Illegal or immoral use
	Not to use or permit or suffer the said premises to be used for any illegal or immoral purpose.
13	Sleeping or domestic use
	Not to use or permit or suffer the said premises or any part thereof to be used as sleeping quarters or as domestic or residential premises within the meaning of any landlord and tenant legislation for the time being in force nor to allow any person to remain in the said premises overnight.
14	Manufacture or storage of goods
	Not to use or permit or suffer the said premises to be used for the purpose of the production manufacture or working of goods and merchandise or for the storage of goods and merchandise other than samples reasonably required in connection with the Tenant's business carried on therein.

Section V

15	Combustible or dangerous goods
	Not to keep or store or permit or suffer to be kept or stored in the said premises any arms ammunition gun-powder salt-petre kerosene or other explosive or combustible substance or hazardous goods or any dangerous goods (as defined in the Dangerous Goods Ordinance Cap. 295 or any legislation replacing the same or any orders or regulations made thereunder) other than in accordance with the appropriate legislation from time to time in force and in such areas as the Landlord shall designate for such purposes.
16	Obstructions in passages
	Not to encumber or obstruct or permit or suffer to be encumbered or obstructed with any boxes packaging rubbish or other obstruction of any kind or nature nor cause or permit any of its servants agents contractors licensees or customers to obstruct or use for any purpose other than that for which they are intended any of the entrances staircases landings passages lifts lobbies or other parts of the said building in common use and the Landlord and the building manager if appointed by the Landlord shall be entitled without notice and at the Tenant's risk and expense to remove dispose of or clear as it sees fit any such material or obstruction and neither the Landlord nor the building manager if appointed by the Landlord shall thereby incur any liability to the Tenant or any other person whomsoever and the Tenant shall indemnify the Landlord and the building manager if appointed by the Landlord against all losses claims damages or expenses of and against the Landlord and the building manager if appointed by the Landlord in respect thereof.
17	Toilet facilities
	Not to use or permit or suffer the toilet facilities in the said building, whether used exclusively by the Tenant or not, to be used for any purpose other than that for which they are intended and not to throw or permit or suffer to be thrown therein any foreign substance of any kind and the Tenant shall on demand pay to the Landlord or the building manager as the case may be the whole expense of any breakage blockage or damage resulting from a violation of this Clause.
18	Wiringand cables in common areas
	Not to lay install affix or attach any wiring cables or other article or thing in or upon any of the entrances staircases landings passages lobbies or other parts of the said building in common use.
19	Preparation of food and prevention of odours
	Not to prepare or permit or suffer to be prepared any food in the said premises or to cause or permit any odours which shall in the sole opinion of the Landlord be offensive or unusual to be produced upon permeate through or emanate from the said premises.

Section V

20	Animals pets and infestation
	Not to keep or permit or suffer to be kept any animals or pets inside the said premises and at the Tenant's expense to take all such steps and precautions as shall be required by the Landlord or the building manager if appointed by the Landlord to prevent the said premises or any part thereof from becoming infested by termites rats mice roaches or any other pests or vermin. The Tenant shall employ at the Tenant's cost such pest extermination contractors as the Landlord or the building manager if appointed by the Landlord may require and at such intervals as the Landlord or the building manager if appointed by the Landlord may direct and to the exclusion of all others.
21	Subletting and assigning
	Not to assign underlet share part with the possession of or transfer the said premises or any part thereof or any interest therein nor permit or suffer any arrangement or transaction whereby any person who is not a party to this Agreement obtains the use possession occupation or enjoyment of the said premises or any part thereof irrespective of whether any rental or other consideration is given therefor. This tenancy shall be personal to the Tenant named in Agreement and without in any way limiting the generality of the foregoing the following acts and events shall unless approved in writing by the Landlord be deemed to be breaches of this Clause 21 :-

21(1)	In the case of a tenant which is a partnership the taking in of one or more new partners whether on the death or retirement of an existing partner or otherwise;
21(2)	In the case of a tenant who is an individual (including a sole surviving partner of a partnership tenant) the death insanity or other disability of that individual to the intent that no right to use possess occupy or enjoy the said premises or any part thereof shall vest in the executors administrators personal representatives next of kin trustee or committee of any such individual;
21(3)	In the case of a tenant which is a corporation any take-over reconstruction amalgamation merger voluntary liquidation or change in the person or persons who directly or indirectly owns or own or controls or control a majority of its voting shares or who otherwise has or have effective control thereof;
21(4)	The giving by the Tenant of a power of attorney or similar authority whereby the donee of the power obtains the right to use possess occupy or enjoy the said premises or any part thereof or does in fact use possess occupy or enjoy the same;
21(5)	The change of the Tenant's business name.

22	Breach of Conditions
	Not to do or permit or suffer to be done any act deed matter or thing whatsoever which amounts to a breach of any of the terms and conditions under which the said Lot(s) is/are held from the Government of the Hong Kong Special Administrative Region or as referred

Section V

	to in any deed of mutual covenants or other deed or instrument affecting the said building and/or its recreational areas and outdoor facilities for the time being in force (whether or not executed prior to the date of this Agreement) and to indemnify the Landlord against any such breach.
23	Breach 01 insurance policy
	Not to do or permit or suffer to be done any act deed matter or thing whatsoever whereby the insurance on the said building against loss or damage by fire and/or other insurable perils and/or claims by third parties for the time being in force may be rendered void or voidable or whereby the premium thereon may be increased Provided That if as the result of any act deed matter or thing done permitted or suffered by the Tenant the premium on any such policy of insurance shall be increased the Landlord shall be entitled without prejudice to any other remedy hereunder to recover from the Tenant the amount of any such increase.
24	Aerials
	Not to erect or permit or suffer to be erected on or from any part of the said building or on or within or from any part of the said premises any aerial antenna satellite dish or other device for any telepoint network or telecommunication purpose or otherwise, and not to interfere with remove dismantle or alter those common aerials (if any) provided by the Landlord or the building manager if appointed by the Landlord.
25	Parking
	Not to park in obstruct or otherwise use nor permit any employee agent or licensee of the Tenant to park in obstruct or otherwise use those areas of the said building allocated to the parking or movement of or access for vehicles or designated as loading/unloading areas otherwise than in accordance with the Regulations from time to time made by or on behalf of the Landlord or the building manager if appointed by the Landlord.
26	Use of building name
	Not without the prior written consent of the Landlord to use or permit to be used the name/logo or any part of the name/logo of the Landlord or of the said building or any picture representation or likeness of the whole or any part of such name/logo or of the said building or of the said premises in connection with the business or operations of the Tenant or for any purpose whatsoever other than to indicate the address and place of business of the Tenant.

Section VI

SECTION VI
EXCLUSIONS OF LIABILITY

1 The Landlord and/or the building manager if appointed by the Landlord shall not be liable to the Tenant in respect of any claim loss (including but not limited to loss of profits) or damage or expense by or to person or property sustained by the Tenant by or through or many way owing to :-

1( 1)	Lifts escalators and other services
	any defect in or breakdown or suspension of the lifts escalators fire fighting/ detection or water sprinkler equipment air-conditioning plant or other facilities of the said building or any of them, or
1(2)	Electricity/gas/water supply
	any failure malfunction explosion or suspension of the electricity gas or water supply to the said building or the said premises, or
1(3)	Fire overflow of water and vermin
	fire or the overflow or leakage of water including rain, storm or sea water from anywhere within the said building or the influx of water including rain, storm or sea water into the said building or the said premises or the activity of termites pests rats or other vermin in the said building, or
1(4)	Water sprinklers
	any use of water sprinkler devices whether by intentional operation or as a result of mechanical failure or malfunction, or
1(5)	Services
	the adequacy or otherwise of any of the management services (including security) rendered by the Landlord and/or the building manager if appointed by the Landlord or the failure to render the same or the suspension or interruption thereof for whatever reason,

whether or not the same may be caused by the negligence omission or default of the Landlord and/or the building manager if appointed by the Landlord and/or their/its servants agents contractors or licensees , nor shall the rent or air-conditioning charge or service charge or any part thereof be abated or cease to be payable other than in the circumstances set out in Section VII.

Section VII / VIII

SECTION VII
ABATEMENT OF RENT

1 Abatement If :-

1(1)	the said building or the said premises or any part thereof shall be destroyed or so damaged by fire typhoon Act of God Force Majeure or other cause so as to be rendered unfit for use and occupation, or
1(2)	the said building is made the subject of a closure order or demolition order,

	then provided the insurance on the said building shall not be vitiated by the act neglect default or omission of the Tenant the rent or a part thereof proportionate to the damage sustained shall cease to be payable until the said premises shall have been restored or reinstated.
2	The Landlord shall be under no obligation to repair or reinstate the said premises if in its opinion it is not reasonably economical or practicable so to do.
3	If the whole or substantially the whole of the said premises shall in the circumstances set out in Clause 1 of this Section VII have been destroyed or rendered unfit for use and occupation and shall not have been repaired and reinstated within six months of the occurrence of the destruction or damage either party shall be entitled at any time thereafter before the same are so repaired and reinstated to terminate this Agreement by notice in writing to the other.

SECTION VIII
DEFAULT

It is hereby further expressly agreed and declared as follows :-

1

Default

If the rent or any part thereof shall be unpaid for fourteen days after the same shal1 become payable (whether legally or formally demanded or not) or if the Tenant shall fail or neglect to observe or perform at1y of the agreements stipulations or conditions herein contained and on the Tenant' s part to be observed and performed or if the Tenant shall become bankrupt or being a corporation shall go into liquidation or if any petition shall be filed for the winding up of the Tenant or if the Tenant shall otherwise become insolvent or make any composition or arrangement with creditors or shall suffer any execution to be levied on the said premises or otherwise on the Tenant's goods then and in any such case it shall be lawful for the Landlord at any time thereafter to re-enter on the said premises or any part thereof in the name of the whole whereupon this Agreement shall absolutely cease and determine but without prejudice to any right of action by the Landlord in respect of any outstanding breach or non-observance or non-performance of any of the agreements stipulations and conditions herein contained and on the Tenant's part to be observed and performed and to the Landlord's right to deduct all loss and damages thereby incurred from the deposit paid by the Tenant in accordance with Section IX hereof and without prejudice to the Landlord's right of forfeiture thereof.

Section VIII

2	Exercise of right
	A written notice served by the Landlord on the Tenant in manner hereinafter mentioned to the effect that the Landlord thereby exercises the power of re-entry herein contained shall be a full and sufficient exercise of such power without physical entry on the part of the Landlord.
3	Acceptance of rent
	Acceptance of rent by the Landlord shall not be deemed to operate as a waiver by the Landlord of any right to proceed against the Tenant in respect of any breach non-observance or non-performance by the Tenant of any of the agreements stipulations and conditions herein contained and on the Tenant's part to be observed and performed.
4	Acts of contractors servants agents licensees customers
	For the purpose of these presents the negligence or act neglect default or omission of any contractor servant agent licensee or customer of the Tenant shall be deemed to be the negligence or act neglect default or omission of the Tenant.
5	Distraint
	For the purposes of distress for rent in terms of Part 111 of the Landlord and Tenant (Consolidation) Ordinance (Cap.7) or any statutory modification or re-enactment for the time being in force and of these presents the rent payable in respect of the said premises shall be and be deemed to be in arrears if not paid in advance at the times and in manner hereinbefore provided for payment thereof.

E

Section VIII / IX

6

Interest, legal costs and supply of information to agents

The Landlord shall have the right without prejudice to any other right or remedy hereunder to charge interest at three per cent over the best lending rate from time to time of The Hong Kong & Shanghai Banking Corporation Limited in respect of any payments to be made to the Landlord under Clauses 1 and 2 of Section 11 as shall be more than fourteen days in arrears and such interest shall be payable from the date upon which such payment in arrears fell due and not fourteen days thereafter. The Landlord shall further be entitled to recover from the Tenant as a debt all Solicitors' and/or Counsel's fees (on a solicitor and own client basis) and court fees incurred by the Landlord for the purpose of recovering any rent in arrears and/or other moneys unpaid or any part thereof from the Tenant or in enforcing any of the provisions of this Agreement against the Tenant and the Landlord shall further be entitled to supply to such solicitors counsel enquiry or collection agents as the Landlord may appoint such information or personal data in the possession of the Landlord concerning the Tenant as may be necessary for any of the purposes aforesaid without the further consent of the Tenant being obtained.

SECTION IX
DEPOSIT

1

Deposit

The Tenant shall on the signing hereof deposit with the Landlord the sum specified as the deposit in the Schedule to secure the due observance and performance by the Tenant of the agreements stipulations and conditions herein contained and on the Tenant's part to be observed and performed. The said deposit shall be retained by the Landlord throughout the said term free of any interest to the Tenant and in the event of any breach or non- observance or non-performance by the Tenant of any of the agreements stipulations or conditions aforesaid the Landlord shall be entitled to terminate this Agreement in which event the said deposit may be forfeited to the Landlord. Notwithstanding the foregoing the Landlord may at its option elect not to terminate this Agreement but to deduct from . the deposit the amount of any monetary loss incurred by the Landlord in consequence of the breach non-observance or non-performance by the Tenant in which event the Tenant shall as a condition precedent to the continuation of the tenancy deposit with the Landlord the amount so deducted and if the Tenant shall fail so to do the Landlord shall forthwith be entitled to re-enter on the said premises or any part thereof in the name of the whole and to determine this Agreement in which event the deposit may be forfeited to the Landlord as hereinbefore provided.

Section IX / X

2	Increase in deposit
	If there shall for whatever reason be any increase or increases in the rent and/or rates and/ or air-conditioning charge and/or service charge during the said term the Tenant shall upon such increase becoming applicable pay to the Landlord by way of an increase in the said deposit a sum proportional to the said increase in rent rates air-conditioning charge and/or service charge and the payment of such amount shall be a condition precedent to the continuation of the tenancy.
3	Repayment of deposit
	Subject as aforesaid the said deposit shall be refunded to the Tenant by the Landlord without interest within thirty days after the expiration of this Agreement and the delivery of vacant possession to the Landlord or within thirty days of the settlement of the last outstanding c1aim by the Landlord against the Tenant in respect of any breach non- observance or non-performance of any of the agreements stipulations or conditions herein contained and on the part of the Tenant to be observed and performed whichever is the later.
4	Transfer of deposit
	On an assignment by the Landlord of its reversionary interest the Landlord may transfer the said deposit to the assignee of the Landlord's reversion (the ”Assignee") subject to the Landlord procuring prior to the transfer a covenant from the Assignee in favour of the Tenant that the Assignee shall hold the said deposit upon and subject to the terms of this Section IX whereupon the Landlord shall thereby be released from any and all further ob1igations to the Tenant or otherwise in respect of the said deposit.

SECTION X
REGULATIONS

1

Introduction of Regulations

The Landlord reserves the right for itself and/or for the building manager if appointed by the Landlord from time to time and by notice in writing to the Tenant to make and introduce and subsequently amend adapt or abo1ish if necessary such Regulations as it may consider necessary for the better operation and management of the commercial part of the said building as office premises and/or for the use of the carpark in the said bui1ding and/or its recreational areas and outdoor facilities.

Section X / XI

2	Conflict
	Such Regulations shall be supplementary to the terms and conditions contained in this Agreement and shall not in any way derogate from such terms and conditions. In the event of conflict between such Regulations and the terms and conditions of this Agreement the terms and conditions of this Agreement shall prevail.

SECTION XI
MARKET RENTAL

1	Determination of market rental
	In respect of each period of the said term in relation to which reference is made to market rental the same shall be determined as follows :-

1(1)	During the penultimate month of the period immediately preceding the period in question the Landlord shall notify the Tenant of the Landlord's assessment of the market rental for the period in question and the Tenant shall within fourteen days of such notice lodge with the Landlord a written notice accepting or objecting to the Landlord's assessment. If the Tenant shall fail to lodge such notice within the time limit as aforesaid then the Landlord's assessment shall be and be deemed to be the market rental for the period in question (in which respect time shall be of the essence).
1 (2)	In the event that the Tenant shall within the time limit aforesaid lodge a notice objecting to the Landlord's assessment then if within fourteen days of the lodging of the Tenant's objection notice the parties fail or are otherwise unable to agree the market rental for the period in question either party may by notice in writing require the same to be determined by arbitration.
1(3)	The arbitration shall be held before a single arbitrator and shall be conducted in accordance with the provisions of the Arbitration Ordinance (Cap. 341) or any statutory amendment or modification thereof for the time being in force.
1(4)	The arbitrator shall be a surveyor practising in Hong Kong to be appointed in default of agreement between the parties by the President for the time being of the Hong Kong Institute of Surveyors.
1(5)	The arbitrator shall be required to determine the sum which in his opinion represents a fair market rental for the said premises for the period in question on the assumptions that

Section XI

1(5)(a)	the said premises are available to be let by a willing landlord to a willing tenant by one lease without a premium from either party and with vacant possession;
1(5)(b)	the covenants in this Agreement on the part of the Tenant have been fully performed and observed;
1(5)(c)	that the lease by which the said premises will be let ("hypothetical lease") contains the same terms as this Agreement except the amount the rent, the amount of the deposit the term and the rent-free periods;
1(5)(d)	that the hypothetical lease is for the term of this Agreement remaining unexpired on the first day of the relevant review period;
1(5)(e)	that the said premises have already been fitted out and equipped by and at the expense of the incoming tenant so that they are capable of being used by the incoming tenant from the beginning of the hypothetical lease for all purposes required by the incoming tenant that would be permitted under this Agreement;
1(5)(f)	that no inducement would be received by the Tenant from the Landlord and that the rent would not be discounted to reflect the absence of any inducement (which for the purpose of this Clause means and includes any rent free period or reduced rent period for fitting out or otherwise or a concessionary rental or a payment made by a landlord to a tenant to cover the cost of fitting-out) or otherwise, or a payment by a landlord to third party of any sums due to that third party from a tenant or any other benefit received by a tenant from a landlord as an inducement to that tenant to enter into a lease of premises and includes any number of combination of such things; but disregarding :

(i)	any effect on rent of the fact that the T e n a n t , anyone deriving title under the Tenant or their predecessors in title have been in occupation of the said premises;
(ii)	any effect on rental value of the said premises due to alterations or works carried out before or after the start of the said term by or at the expense of the Tenant, anyone deriving title under the Tenant or their predecessors in title;

and such sum as determined by the arbitrator shall be the rental payable for the period in question. Pending determination of the arbitration, the rent payable during the period immediately preceding the period in question shall continue to be payable. Upon determination of the arbitration the rent for the period in question shall be adjusted and any increase due by the Tenant or refund due by the Landlord shall be paid within twenty one days.

Section XI / XII

1(6)	The expenses of the arbitration shall be borne by the Tenant unless the market rental determined by the arbitrator shall be less than that assessed by the Landlord in accordance with Clause 1(1) of this Section XI in which case the expenses of the arbitration shall be borne by the Landlord and the Tenant in equal shares and each party shall bear its own costs.
1 (7)	Time shall in all respects be of the essence.

SECTION XII
GENERAL

1	Landlord and tenant legislation
	To the extent that the Tenant can lawfully so do the Tenant hereby expressly agrees to deprive itself of all rights (if any) to protection against eviction or ejectment afforded by any existing or future legislation from time to time in force and applicable to the said premises or to this tenancy and the Tenant agrees to deliver up vacant possession of the said premises to the Landlord on the expiration or sooner termination of the tenancy hereby created notwithstanding any rule of law or equity to the contrary.
2	Condonation not a waiver
	No condoning excusing or overlooking by the Landlord of any default breach or non- observance or non-performance by the Tenant at any time or times of any of the Tenant's obligations herein contained shall operate as a waiver of the Landlord's rights hereunder in respect of any continuing or subsequent default breach or non-observance or non- performance or so as to defeat or affect in any way the rights and remedies of the Landlord hereunder in respect of any such continuing or subsequent default or breach and no waiver by the Landlord shall be inferred from or implied by anything done or omitted by the Landlord unless expressed in writing and signed by the Landlord. Any consent given by the Landlord shall operate as a consent only for the particular matter to which it relates and in no way shall be considered as a waiver or release of any of the provisions hereof nor shall it be construed as dispensing with the necessity of obtaining the specific written consent of the Landlord in the future unless expressly so provided.

Section XII

3	Lettingnotices
	During the three months immediately preceding the expiration of the said term the Landlord shall be at liberty to affix and maintain without interference upon any external part of the said premises a notice stating that the said premises are to be let and such other information in connection therewith as the Landlord shall reasonably require.
4	Service of notices
	Any notice required to be served hereunder shall if to be served on the Tenant be sufficiently served if addressed to the Tenant and sent by prepaid post to or delivered at the said premises or the Tenant's last known place of business or residence in Hong Kong and if to be served on the Landlord shall be sufficiently served if addressed to the Landlord and sent by prepaid post to or delivered at its registered office or any other address which the Landlord may notify to the Tenant from time to time.
5	No fine
	The Tenant acknowledges that no fine premium key money or other consideration has been paid by the Tenant to the Landlord for the grant of this tenancy.
6	Exclusion of warranties

6(1)

This Agreement sets out the full agreement reached between the parties and no other representations have been made or warranties given relating to the Landlord or the Tenant or the said building or the said premises including any of the Landlord's plan and intention or any changes thereof as covered by and contemplated in Clause 18 under Section XII hereof and if any such representation or warranty has been made given or implied the same is hereby waived.

6(2)

Nothing herein contained or implied nor any statement or representation made by or on behalf of the Landlord prior to the date hereof shall be taken to be a covenant warranty or representation that the said premises can lawfully be used for the use specified herein.

7	Name of building
	The Landlord reserves the right to name the said building with any such name or style as it in its sole discretion may determine and at any time and from time to time to change alter substitute or abandon any such name and without compensation to the Tenant provided that the Landlord shall give the Tenant and the Postal and other relevant Government Authorities not less than three months notice of its intention so to do.
8	Stamp Duty and costs
	The stamp duty and registration fees (if any) on this Agreement and its counterpart shall be borne by the Landlord and the Tenant in equal shares and each party shall pay its own legal costs (if any) of and incidental to the preparation and completion of this Agreement.

Section XII

9

Tenant's obligations not affected

This tenancy and the obligation of the Tenant to observe and perform the covenants and agreements on the part of the Tenant herein contained shall in no way be affected impaired or excused because !he Landlord is unable to fulfil or is delayed in fulfIlling any of its obligations under this tenancy or is unable to make or is delayed in making any repair addition alteration or decoration or is unable to supply or is delayed in supplying equipment or service hereunder.

10

No enforcement of third party covenants

Nothing herein contained shall confer on the Tenant any right to the benefit of or to enforce any covenant or agreement contained in any lease or tenancy agreement or any other instrument relating to any other part or parts of the said building or to any other premises belonging to the Landlord or limit or affect the right of the Landlord Io deal with the same now or at any time hereafter in any manner which the Landlord may think appropriate and this tenancy shall not be deemed to include and shall not operate to convey or let to the Tenant any ways liberties privileges easements rights or advantages whatsoever in through over or upon any land or premises adjoining or near to the said premises except as herein expressly provided.

11 No implied covenants

11(1) The Landlord and/or the building manager if appointed by the Landlord shall be under no obligation to provide or supply to the Tenant or arrange for the same services or other things as the Landlord and/or the building manager if appointed by the Landlord may be providing or supplying or arranging to any other part or parts of the said building or to any other premises belonging to the Landlord or to its other tenants or occupiers thereof, nor to provide or supply or arrange f or an services or other things save those services or things which the Landlord hereinbefore expressly covenants to provide or supply or arrange for.

11(2) Notwithstanding anything in any provision contained in this tenancy the Landlord and/or the building manager if appointed by the Landlord shall not be liable to the Tenant nor shall the Tenant have any claim against the Landlord and/or the building manager if appointed by the Landlord in respect of any interruption in any of the services or things which the Landlord and/or the building manager if appointed by the Landlord provides or supplies or arranges by reason of :

(i)	any necessary inspection overhaul repair or maintenance of any plant equipment installation or apparatus or damage thereto or destruction thereof by reason of electrical mechanical or other defect or breakdown, or
(i i)	inclement conditions or shortage of fuel materials water or labour, or
(iii)	whole or partial failure or stoppage of any mains supply, or

(iv) any other circumstances of whatsoever nature beyond the control of the Landlord or the building manager if appointed by the Landlord.

12	Changes in common areas
	The Landlord shall be entitled at any time and from time to time to extend or reduce the areas of the entrances landings staircases passages lobbies or other parts of the said building intended for common use or to make or cause to be made changes or alterations thereto for whatsoever reason as may be determined by the Landlord without incurring any liability to the Tenant on any account whatsoever.
13	Reservations
	There is reserved to the Landlord and all other persons at any time authorized by the Landlord or otherwise so entit1ed full right and liberty at al1 times without the necessity of obtaining consent and without compensation :-

13(1)	to enter upon and/or pass through the said premises for the purpose of access to and egress from any part of the said building (including without prejudice to the generality thereof the roof plant rooms and meter rooms ducts shafts and lightwells) to which access cannot be readily obtained without entry upon the said premises, and
13(2)	to enter upon and be in the said premises for the purpose of carrying out any inspection repairs or maintenance of or other necessary works to any services installations or facilities upon over in through or under the said premises and serving other premises within the said building where such work cannot reasonably be carried out from outside the said premises, the persons exercising such right causing as little inconvenience as reasonably practicable and making good al1 damage thereby occasioned to the said premises or anything thereon, and
13(3)	to use the external surfaces of the walls windows window frames and other parts of the said premises for the purposes of repairs maintenance improvements and decoration (whether permanent or seasonal) or otherwise together with the right to erect attach and retain scaffolding or other structures as shal1 be convenient for such purposes.

14	Severance
	If any part of any provision of this Agreement shall to any extent be invalid or unenforceable the remainder of such provision and al1 other provisions of this Agreement shal1 remain valid and enforceable to the fullest extent permitted by law.
15	Tenant's effects
	The Tenant hereby irrevocably appoints the Landlord as its agent to deal with at the Tenant risk and expense any of the Tenant's effects left on or about the said premises

Section XII

	for more than seven days after the end of the said term to the intent that the Landlord may without liability to the Tenant dispose of or destroy or otherwise deal with the same as the Landlord shall think fit.
16	Use of other premises
	The Tenant shall not be entitled to complain about nor shall the Tenant have any claim against the Landlord in respect of any alleged noise or nuisance or interference with its user of the said premises due to any operations being carried on in other parts of the said building, whether by the Landlord or any other owner or by any of their respective tenants licensees or occupiers.
17	Deed 01 Mutual Covenants
	If the Landlord shall at any time cease to be the sole registered owner of the said Lot(s) and/or the said building the Landlord shall be at liberty to enter into any deed(s) of mutual covenants and/or management agreement(s) in relation to the said building as it sees fit provided that no such deed of mutual covenants or management agreement shall contain any covenant term or condition which shall unreasonably limit or restrict the proper use by the Tenant of the said premises pursuant to and in accordance with the whole provisions of this Agreement.
18	Sale and redevelopment
	If at any time during the tenancy hereby created the Landlord shall enter into a contract for the sale of the said building or of any part thereof which shall include the said premises or if the Landlord shall resolve to redevelop the said building or any part thereof whether wholly by demolition and rebuilding or otherwise, or partially by renovation, refurbishment or otherwise (which intention so to redevelop shall be sufficiently and conclusively evidenced by a copy of Resolution of its Directors certified to be a true and correct copy by its Secretary) then in either of such events the Landlord shall be entitled to give six clear calendar months' notice in writing expiring at the end of any calendar month during the tenancy hereby created terminating this Agreement and immediately upon the expiration of such notice this Agreement and everything herein contained shall cease and be void and neither party shall have any claim against the other in respect . thereof but without prejudice to the rights and remedies of either party against the other in respect of any antecedent claim or breach of any of the agreements or stipulations herein set ou1.

19 Special conditions

AS WITNESS the hands of the parties hereto the day and year first above written.

Lot(s) (including where the context so admits its successors City Estates Limited.

2.	The Tenant means                           METALS LIMITED
3.	The said Lot(s) means                     SECTION B AND THE EXTENSION THERETO AND SECTION D OF KML NO. 11
4	The said building means                TOWER 6,THE GATEWAY,HARBOUR CITY
5	The said premises means               Suites 3702-3704 (37 FLOOR) OF THE SAID BUILDING
	where shall be used for no purpose other than as commercial offices only. For the avoidance of doubt, it is hereby declared and confirmed that no private sales, sample sales, clearance sales or any similar sales or any activities related thereto including but without limiting to distribution of circulars or erection or posting up of any notices or any marketing activities of any kind may be allowed in any circumstances and the floor loading of which shall not exceed 60 lbs, per square foot.
6.	The said term means the period commencing on the15th day of JUNE 2009 and expiring on the 14th day on JUNE 2009
7.	The rent means
	(a) in respect of the period from the date of commencement of the said term to the 14th day of JUNE 2012 the sum of Hong Kong Dollars TWO HUNDRED FIFTEEN THOUSAND FOUR HUNDRED AND EIGHTEEN ONLY (HK$ 215,418.00) per calendar month
	Provided always that notwithstanding anything to the contrary the rent shall only commence to be payable on the expiration of the 47 th day from the date upon which the said premise are made available to the Tenant.
8.	The market rental means the sum determined in accordance with the provisions of Clause 1 of Section X1.
9.	The air-conditioning charge means the sum playable from time to time for the provision of air-conditioning services, being Hong Kong Dollars FOURTEEN THOUSAND AND FORT Y NINE ONLY (HK$ 14,049.00) per calendar month at the dare of commencement of the said term, subject to increase from time to time either before or after the date of commencement of the said term in accordance with the provisions of Clause 1(2) of Section 11.
10.	The service charge means the sum payable from time to time for the provision of building management services, being Hong Kong Dollars TEN THOUSAND SEVEN HUNDRED SEVENTY AND CENTS NINETY ONLY (HK$ 10,770.90) per calendar month at the date of commencement of the said term, subject to increase from time to time either before or after the date of commencement of the said term in accordance with the provisions of Clause 1(2) of Section 11.
11.	The Deposit means the sum of Hong Kong Dollars ONE MILLION TWO Hl1NDRED FIFTI' FIVE THOUSAND FORTY FOUR AND CENTS FIFTY ONLY (HK$ 1,255,044.50) subject to increase from time to time in accordance with the provisions of Clause 2 of Section IX.
12.	The building manager means the person company or firm (if any) from time to time responsible for the proper management of the said building pursuant to any appointment either by the Landlord or under a deed of mutual covenant or management agreement.

EXECUTION

SIGNED by DAVE W.K. SIU )
for and on behalf of the Landlord/
duly authorized agent of the Landlord

SIGNED by
TANG HAO
the Tenant/for and
on behalf of the Tenant
in the presence of :-

ANNEXURES

. . . . . .

APPENDIX

Landlord's Standard Specifications:

(1)	Concrete floor with screeding;
(2)	Rendered and painted walls and columns;
(3)	Suspended ceiling with acoustic tiles in place and standard light fittings (without wiring) in a standard layout;
(4)	Automatic smoke detectors in lift lobby and plant rooms only and sprinkler system in a standard layout;
(5)	Air-conditioning system with ducting and A/C outlets in a standard layout;
(6)	Standard rating electricity supply terminated at a plug-in unit or the distribution board, as the case may be , i n t he meter room;
(7)	3-compartment ceiling and under floor trunking for power, and telephone and data communications;
(8)	Standard entrance door (for sub-divided floor only).

EX-10.3

Exhibit 10.3

HARBOUR CITY ESTATES LIMITED
(as the Landlord)

and GOLDENWAY PRECIOUS METALS LIMITED

(as the Tenant)

ADDENDUM

In respect of

Suite 3701, 37th Floor Tower6, The Gateway Harbour City

This ADDENDUM is made the day of between HARBOUR CITY ESTATES LIMITED (hereinafter called “the Landlord") the registered owner of the piece or parcel of land registered at the Land 0ffice as SECTION B AND THE EXTENSION THERETO AND SECTION D OF KML NO.11 (hereinafter called “the said Lot") of Suite 1611, 16th Floor, Ocean Centre Harbour City, Kowloon (including where the context so admits its successors and assigns) of the one part and GOLDENWAY PRECIOUS METALS LIMITED whose office is situate at Suites 3702-4, 37th Floor Tower 6The Gateway, Harbour City9 Canton Road, Tsim Sha Tsui, Kowloon (hereinafter called “the Tenant") of the other part

WHEREAS by an agreement dated 29th June 2009 made between the Tenant and the Landlord (hereinafter called “the Tenancy Agreement") the Landlord has let and the Tenant has taken all that portion of the building erected on the said Lot (commonly known as Tower 6The Gateway, Harbour City) which portion is comprised of Suites 3702-437^th Floor, as more particularly described in paragraph 5 of the Schedule to the Tenancy Agreement and delineated in pink on the plan annexed thereto (hereinafter called “the said premises") for a term of Three Years commencing from 15th June 2009 and expiring on 14th June 2012 (hereinafter called “the said term") on the terms and conditions therein specified.

WHEREAS the Tenant is now desirous of leasing from the Landlord Suite 3701, 37^th Floor, Tower 6The Gateway, Harbour City of an area approximately 2518 sq. ft. gross which is more particularly delineated and marked green on Exhibit A hereto (hereinafter called “the Additional Area") in addition to the said premises commencing from 15th November 2010 to the expiration of the 14th June 2012 and the Landlord has agreed to let the Additional Area to the Tenant on the terms that the Additional Area shall be let as an extension of the said premises under the Tenancy Agreement on the terms and conditions hereinafter appearing.

NOW IT IS HEREBY AGREED as follows:-

1	The Landlord shall let and the Tenant shall take the Additional Area as an extension of the said premises under the Tenancy Agreement from 15th November 2010 to the expiration of 14th June 2012.
2	The following amendments to the Tenancy Agreement shall take effect as from 15th November 2010:-

a. The whole of paragraph 5 of the Schedule to the Tenancy Agreement shall b deleted and substituted by the followings: -

2

5. The said premises means:

(a)	Suites 3702-4 'On the 37th Floor of the said building (“the First Premises"); and
(b)	Suite 3701 'On the 37th Floor of the said building (“the Second Premises")

where shall be used for no purpose other than as commercial offices only. For the avoidance of doubt it is hereby declared and confirmed that no private sale, sample sales clearance sales or any similar sales or any activities related thereto including but without limiting to the distribution of circulars or erection or posting up of any notices 'Or any marketing activities 'Of any kind may be allowed in any circumstances and the floor loading 'Of which shal1 not exceed 601bs. per square foot.

b. The whole of paragraph 6 of the Schedule to the Tenancy Agreement shall be deleted and substituted by the fol1owings:

6(1)	The said term means the period commencing from the date of commencement to the 14th day of JUNE 2012; and
6(2)	The date of commencement means:

(a)	in respect of the First Premises the 15th day of JUNE 2009; and
(b)	in respect of the Second Premises 15th November, 2010.

c. The whole of paragraph 7 of the Schedule to the Tenancy Agreement shall be deleted and substituted by the fol1owings:

7. The rent means:-

for the period from the date of commencement of the said term to the 14th day of JUNE 2012 the aggregate 'Of the f'Ol1'Owing:

(a) in respect of the First Premises, the sum of HONG KONG DOLLARS TWO HUNDRED FIFTEEN THOUSAND FOUR HUNDRED AND EIGHTEEN ONLY (HK$215,418.00) per calendar month, and

3

(b) in respect of the Second Premises, the sum of HONG KONG DOLLARS ONE HUNDRED FIFTEEN THOUSAND EIGHT HUNDRED AND TWENTY EIGHT ONLY (HK$115,828.00) per calendar month

Notwithstanding anything to the contrary and Provided Always that if the Tenant shall have duly and punctually observed and performed all the agreements stipulations and conditions contained in this Agreement, the Tenant shall be entitled to enjoy the use and occupation of the said premises free of rent during the following periods: -

(a)	in respect of the First Premises:
	47 days from 15th June 2009; and
(b)	in respect of the Second Premises:
	14 days from 15th November 2010

(hereinafter collectively called the “Rent Free Periods"). The Tenant shall however be liable to pay air-conditioning charge, service charge government rates and all other outgoings during the Rent Free Periods.

d. The whole of paragraph 9 of the Schedule to the Tenancy Agreement shall be deleted and substituted by the followings:

9. The air-conditioning charge means the sum payable from time to time for the provision of air-conditioning services, being: -

(a) in respect of the First Premises HONG KONG DOLLARS FOURTEEN THOUSAND AND FORTY NINE ONLY (HK$14,049.00)per calendar month at the date of commencement of the said term. The charge as from 1st October, 2010 shal1 be the sum of HONG KONG DOLLARS FOURTEEN THOUSAND FIVE HUNDRED SEVENTEEN AND CENTS THIRTY ONLY (HK$14,517.30) per calendar month, and

(b) in respect of the Second Premises HONG KONG DOLLA SEVEN THOUSAND EIGHT HUNDRED FIVE AND CEN EIGHTY ONLY (HK$7,805.80) per calendar month

4

but subject to increase from time to time either before or after the date of commencement of the said term in accordance with the provisions of Clause 1(2) of Section II of the Tenant Agreement.

e. The whole of paragraph 10 of the Schedule to the Tenancy Agreement shall be deleted and substituted by the followings:

10. The service charge means the sum payable From time to time for the provision of building management services, being:

(a)	in respect of the First Premises HONG KONG DOLLARS TEN THOUSAND SEVEN HUNDRED SEVENTY AND CENTS NINETY ONLY (HK$10,770.90) per calendar month, and
(b)	in respect of the Second Premises HONG KONG DOLLARS FIVE THOUSAND SEVEN HUNDRED NINETY ONE AND CENTS FORTY ONLY (HK$5,791.40) per calendar month

but subject to increase from time to time either before or after the date of commencement of the said term in accordance with the provisions of Clause 1(2) of Section II of the Tenancy Agreement.

f.	The whole of paragraph 11 of the Schedule to the Tenancy Agreement shall be deleted and substituted by the followings: -
	The deposit means the sum of HONG KONG DOLLARS ONE MILLION SIX HUNDRED SIXTY THOUSAND SIX HUNDRED NINETY SIX AND CENTS TEN ONLY (HK$1,660,696.10), subject to increase from time to time in accordance with the provisions of Clause 2 of Section IX.

g. The following paragraph shall be incorporated into the Tenancy Agreement and shall be read and construed as Clause 19 of Section XII of the Tenancy Agreement:

19 (1) The Landlord consents the Tenant upon the commencement of said term in respect of Second Premises of the said building to out the following works to adjoin the First Premises and the Premises of the said building into a single unit:

(i)	to demolish the inter-tenancy partition wall as marked red on Exhibit B annexed hereto (hereinafter called the “Wall"); and
(ii)	to reticulate all mechanical and electrical services in relation thereof;

and the Tenant agrees and confirms that the above works shall be subject to the Landlord's prior approval and in accordance with the Landlord's specifications and at the Tenant's own costs and expenses and the Landlord will charge the Tenant a handling and co-ordination fee of 10% of the total costs of work to be done by the Landlord's nominated contractors.

19(2)	The Landlord agrees that the Tenant shall not be required to reinstate the Wall upon expiration or sooner determination of this tenancy.
19(3)	Save and except as stated in (2) above, the Tenant shall upon expiration or sooner determination of this tenancy, yield up the said premises in accordance with the provisions as contained in Clause 24 of Section III of the Tenancy Agreement.

3.	The plan annexed to the Tenancy Agreement (hereinafter called “the original plan") shall be replaced by the plan on Exhibit B hereto and all references in the Tenancy Agreement to “the plan(s) annexed" shall be read and construed as referring to the plan on Exhibit B hereto in substitution for the original plan.
4.	This Addendum is supplemental to the Tenancy Agreement and shall be read and construed as a part thereof and every reference in the Tenancy Agreement to “this Agreement" shall mean the Tenancy Agreement as amended by this Addendum.
5.	Save and accept as hereby varied, all other agreements stipulations and conditions in the Tenancy Agreement shall remain unchanged and continue in full force and effect in all respects.

6. The cost and stamp duty incidental to preparation of this Addendum shall be borme the parties hereto in equal shares.

WITNESS the hands of the parties hereto the day and year first above written.

6

SIGNATURES

SIGNEDBY

Of HARBOUR CITY ESTATES LIMITED
as the Landlord/for and on behalf of
the Landlord
in the presence of:

of GOLDENWAY PRECIOUS
METALS LIMITED
as the Tenant/for and on behalf of
the Tenant
in the presence of:

EX-10.4