8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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

Date of Report (Date of Earliest event Reported): February 2, 2012 (December 20, 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)

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

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

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

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

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

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

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Departure and Appointment of Chief Executive Officer

On December 20, 2011, Mr. Hao Tang resigned from his position as Chief Executive Officer of Goldenway, Inc., formerly, Cyber Informatix, Inc. (the “Company”), effective immediately. Mr. Tang’s resignation was for personal reasons and not due to any disagreement with the Company.

On the same date, the Board of Directors of the Company appointed Mr. Ricky Wai Lam Lai to serve as the Company’s Chief Executive Officer, effective immediately.

Mr. Lai, age 48, was appointed as the Company’s Chief Executive Officer on December 20, 2011 and has served as a director of the Company since September 30, 2011, and as a director of its subsidiary, Goldenway Precious Metals, since December 2009. Mr. Lai has over 20 years’ experience in the brokerage and securities industry. Prior to joining the Company, Mr. Lai served from February 2008 to December 2009 as a Manager of Grand Capital Asia Ltd., where he was responsible for the establishment and management of its stock brokerage operations. Prior to that, Mr. Lai served, from July 2006 to February 2008, as Director of Prudential Brokerage’s Wealth Management Department. Mr. Lai holds a Master of Science Degree in Accounting and Finance from the London School of Economics & Political Science and a Bachelor’s Degree in Social Sciences from the University of Hong Kong. Mr. Lai has been a Chartered International Investment Analyst since 2003.

Mr. Lai entered into an employment agreement (the "Employment Agreement") with the Company on December 20, 2011. Pursuant to the Employment Agreement, Mr. Lai is entitled to receive an annual base salary of $100,000, and is eligible to receive an annual cash bonus equal to his annual base salary, payable by January 15^th of the subsequent year, provided that he remained employed as of December 15^th of the calendar year in which such bonus is earned. Mr. Lai is also eligible to receive other compensation and participate in any equity incentive plans, as determined by and at the discretion of the Company’s board of directors. Mr. Lai is also subject to usual and customary confidentiality covenants. The term of Mr. Lai’s Employment Agreement will be automatically extended for additional one-year periods unless it is terminated by the Company without cause (as defined in Section 5.3 of the Employment Agreement) or in the event of Mr. Lai’s death or permanent disability. If such termination is without cause (as defined in Section 5.3 of the Employment Agreement), the Company is obligated to provide Mr. Lai with 30 days’ written notice prior to the expiration of an employment term and is obligated to compensate Mr. Lai for his base salary through the last day of such 30 day notice period. The Company may also terminate the Employment Agreement for cause (as defined in Section 5.2 of the Employment Agreement) upon 30 days’ written notice to Mr. Lai at any time during an employment term, and upon such termination the Company will only be obligated to compensate Mr. Lai for the portion of his base salary earned as of the termination date. Mr. Lai may terminate the Employment Agreement upon 30 days’ written notice to the Company at any time during an employment term, except that in such case, he will not be eligible to receive any severance payments or any portion of his cash bonus.

The foregoing description of the terms of the Employment Agreement is qualified in its entirety by reference to the provisions of the Employment Agreement filed as Exhibit 10.1 to this report, which are incorporated by reference herein.

Mr. Lai is not related to any of the Company’s executive officers or directors, nor has he been a party to any transaction requiring disclosure pursuant to Item 404(a) of Regulation S-K.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 9, 2011, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Nevada Secretary of State to (i) change the name of the Company from “Cyber Informatix, Inc. ” to “Goldenway, Inc.” and (ii) effect a 1-for-0.481752 reverse stock split of the Company’s outstanding common stock. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and incorporated by reference herein.

The symbol for quotation of the Company’s common stock on the over-the-counter electronic quotation system maintained by the OTC Markets is now “GWYI” and the new CUSIP number for the Company’s common stock is 38136W106.

Item 8.01 Other Events

Establishment of Board Committees

On November 10, 2011, the Board of Directors of the Company established an Audit Committee, to represent and assist the Board in its general oversight of the Company’s accounting and financial reporting processes, and a Compensation Committee, to oversee and advise the Board on the adoption of policies that govern the Company’s compensation programs, including stock and benefit plans. The Board appointed independent directors, Mr. Chi Man Lo, Mr. Tak Wah Tam and Mr. Sultan Mohamed R. Alshara, to serve on the Audit Committee, with Messrs. Lo and Tam serving as Co-Chairs, and appointed Mr. Tak Wah Tam, Mr. Chi Man Lo and Mr. Ricky Wai Lam Lai, to serve on the Compensation Committee, with Mr. Tam serving as Chair.

The Company’s Audit Committee oversees risks related to the Company’s financial statements, the financial reporting process, accounting and legal matters, as well as oversees the internal audit function and the Company’s ethics programs, including its Code of Ethics. Audit Committee members will meet separately with representatives of the Company’s independent auditing firm. The Compensation Committee evaluates the risks and rewards associated with the Company’s compensation programs with a focus on mitigating risk without diminishing the incentive nature of the compensation. Compensation Committee members will meet with management to discuss and implement procedures to identify and mitigate potential risks in compensation.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Exhibit Description
3.1	Certificate of Incorporation filed with the Nevada Secretary of State, as amended on December 9, 2011.
10.1	Employment Agreement, dated December 20, 2011, by and between the Company and Ricky Wai Lam Lai.

SIGNATURE

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, in Hong Kong, Special Administrative Region of the People’s Republic of China on February 2, 2012.

GOLDENWAY, INC.

By: /s/ Ricky Wai Lam Lai

Ricky Wai Lam Lai

Chief Executive Officer

EXHIBIT INDEX

Exhibit Number	Exhibit Description
3.1	Certificate of Incorporation filed with the Nevada Secretary of State, as amended on December 9, 2011.
10.1	Employment Agreement, dated December 20, 2011, by and between the Company and Ricky Wai Lam Lai.

EX-3.1

ARTICLES OF INCORPORATION

OF

CYBER INFORMATIX, INC.

     The undersigned subscriber to these Articles of Incorporation is a natural person competent to contract and hereby form a Corporation for profit under the Chapter 78 of the Nevada Revised Statutes.

ARTICLE 1 - NAME

     The name of the Corporation is CYBER INFORMATIX, INC., (hereinafter, "Corporation").

ARTICLE 2 - INITIAL AGENT FOR SERVICE OF PROCESS

     The name of this Corporation's initial agent for service of process is Spiegel & Utrera, P.A. at 1785 East Sahara Avenue, Suite 490, Las Vegas, Nevada 89104.

ARTICLE 3 - CORPORATE CAPITALIZATION

     3.1 This Corporation is authorized to issue only one class of shares, which shall be designated "common" shares. The total number of such shares authorized to be issued is 75,000 shares. The par value is $1.00 per share.

     3.2 All shares of common stock shall be identical with each other in every respect and the holders of common shares shall be entitled to have unlimited voting rights on all shares and be entitled to one vote for each share on all matters on which Shareholders have the right to vote.

     3.3 No holder of shares of stock of any class shall have any preemptive right to subscribe to or purchase any additional shares of any class, or any bonds or convertible securities of any nature; provided, however, that the Board of Director(s) may, in authorizing the issuance of shares of stock of any class, confer any preemptive right that the Board of Director(s) may deem advisable in connection with such issuance.

     3.4 The Board of Director(s) of the Corporation may authorize the issuance from time to time of shares of its stock of any class, whether now or hereafter authorized, or securities convertible into shares of its stock of any class, whether now or hereafter authorized, for such consideration as the Board of Director(s) may deem advisable, subject to such restrictions or limitations, if any, as may be set forth in the Bylaws of the Corporation.

ARTICLE 4 - DIRECTORS

     4.1 Governing Board of Directors. The governing board of shall be styled "Board of Directors" and the first Board of Directors shall consist on two directors. Provided that the corporation has at least one director, the number of directors may at any time or times be increased or decreased to a maximum number of nine (9) as provided in the bylaws.

     4.2 Initial number of Directors. The names and post office addresses of the members of the first Board of Directors are as follows:

Donald C. Jones
1785 East Sahara Avenue, Suite 490-474 Las Vegas, Nevada 89104

Terry G. Bowering
1785 East Sahara Avenue, Suite 490-474 Las Vegas, Nevada 89104

     These individuals shall serve as directors until the first annual meeting of shareholders or until their successors are elected and qualified.

ARTICLE 5 - PURPOSE OF CORPORATION

     The Purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Nevada other than the banking business, the trust company business, or the practice of a profession permitted to be incorporated by the Nevada Revised Statutes.

ARTICLE 6 - INCORPORATOR

     The name and post office address of the incorporator signing these Articles is as follows:

     Elsie Sanchez
     1785 East Sahara Avenue, Suite 490 Las Vegas, Nevada 89104

ARTICLE 7 -TERM OF EXISTENCE

This Corporation shall have perpetual existence.

ARTICLE 8 - STATUTES NOT APPLICABLE

     The provisions of Nevada Revised Statutes 78.378 through 78.3793, inclusive, regarding the voting of a controlling interest in stock of a Nevada Corporation and 78.411 through 78.444, inclusive, regarding combinations with interested stockholders, shall not be applicable to this Corporation.

ARTICLE 9 - REGISTERED OWNER(S)

     The Corporation, to the extent permitted by law, shall be entitled to treat the person in whose name any share or right is registered on the books of the Corporation as the owner thereto, for all purposes, and except as may be agreed in writing by the Corporation, the Corporation shall not be bound to recognize any equitable or other claim to, or interest in, such share or right on the part of any other person, whether or not the Corporation shall have notice thereof.

ARTICLE 10 - AMENDMENT

     The Corporation reserves the right to amend, alter, change or repeal any provision contained in these Articles of Incorporation, or in any amendment hereto, or to add any provision to these Articles of Incorporation or to any amendment hereto, in any manner now or hereafter prescribed or permitted by the provisions of any applicable statute of the State of Nevada, and all rights conferred upon shareholders in these Articles of Incorporation or any amendment hereto are granted subject to this reservation.

ARTICLE 11 - BYLAWS

     Except as provided in Chapter 78 of the Nevada Revised Statutes, the Board of Director(s) of the Corporation shall have power, without the assent or vote of the Shareholders, to make, alter, amend or repeal the Bylaws of the Corporation, but the affirmative vote of a number of Directors equal to a majority of the number who would constitute a full Board of Director(s) at the time of such action shall be necessary for taking such action.

ARTICLE 12 - INDEMNIFICATION

     12.1 This article applies except as otherwise provided by law. For the purposes of this article, "Agent" means any person who is or was a Director, Officer, Employee or other Agent of the Corporation, or is or was serving at the request of the Corporation as a Director, Officer, Employee or Agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or was a Director, Officer, Employee or Agent of a foreign or domestic corporation which was a predecessor corporation of the Corporation or of another enterprise at the request of the predecessor corporation; "proceeding" means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative; and "expenses" includes without limitation attorneys' fees and any expenses of establishing a right to indemnification under 12.4 or 12.5.4 This article does not apply to any proceeding against any trustee, investment manager, or other fiduciary of an employee benefit plan in that person's capacity as such, even though the person may also be an Agent as defined in this provision of the employer Corporation.

     12.2 The Corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the Corporation to procure a judgment in its favor) by reason of the fact that the person is or was an agent of the Corporation, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with the proceeding if that person acted in good faith and in a manner the person reasonably believed to be in the best interests of the Corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of the person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of the Corporation or that the person had reasonable cause to believe that the person's conduct was unlawful.

     12.3 Subject to the limitations provided in Nevada Revised Statutes section 78.7502, the Corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that the person is or was an Agent of the Corporation, against expenses actually and reasonably incurred by that person in connection with the defense or settlement of the action if the person acted in good faith, in a manner the person believed to be in the best interests of the Corporation and its Shareholders. No indemnification shall be made under these provisions for any of the following:

     12.3.1 In respect of any claim, issue or matter as to which the person shall have been adjudged to be liable to the Corporation in the performance of that person's duty to the Corporation and its Shareholders, unless and only to the extent that the court in which the proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for expenses and then only to the extent that the court shall determine.

     12.3.2 Of amounts paid in settling or otherwise disposing of a pending action without court approval.

     12.3.3 Of expenses incurred in defending a pending action which is settled or otherwise disposed of without court approval.

     12.4 To the extent that an agent of the Corporation has been successful on the merits in defense of any proceeding referred to in 12.2 or 12.3 or in defense of any claim, issue, or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the Agent in connection therewith.

     12.5 Except as provided in 12.4, any indemnification under this section shall be made by the Corporation only if authorized in the specific case, upon a determination that indemnification of the Agent is proper in the circumstances because the Agent has met the applicable standard of conduct set forth in 12.2 and 12.3, by any of the following:

     12.5.1 A majority vote of a quorum consisting of Directors who are not parties to such proceeding.

     12.5.2 If such a quorum of Directors is not obtainable, by independent legal counsel in a written opinion.

     12.5.3 Approval of the Shareholders, with the shares owned by the person to be indemnified not being entitled to vote thereon.

     12.5.4 The court in which the proceeding is or was pending upon application made by the Corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not the application by the Agent, attorney or other person is opposed by the Corporation.

     12.6 Expenses incurred in defending any proceeding may be advanced by the Corporation prior to the final disposition of the proceeding upon receipt of an undertaking by or on behalf of the Agent to repay that amount if it shall be determined ultimately that the Agent is not entitled to be indemnified as authorized under the aforementioned provisions.

     12.7 The Corporation shall have power to purchase and maintain insurance on behalf of any agent of the Corporation against any liability asserted against or incurred by the Agent in that capacity or arising out of the Agent's status as such whether or not the Corporation would have the power to indemnify the Agent against that liability under the law.

     12.8 All references in these Articles of Incorporation are deemed to include any amendment or successor thereto. If any word, clause or sentence of the foregoing provisions regarding indemnification or advancement of attorney fees or expenses shall be held invalid as contrary to law or public policy, it shall be severable and the provisions remaining shall not be otherwise affected. All references in these Articles of Incorporation to "Director", "Officer", "Employee" and "Agent" shall inure to the benefit of the heirs, executors and administrators of such persons.

     12.9 Notwithstanding the aforementioned provisions contained in this section, the Corporation is authorized to indemnify the Directors and Officers of the Corporation to the fullest extent permissible under Nevada law, except as provided in NRS 78.138(7) . Such indemnification must be made in accordance with Section 78.751,

EX-10.1

EXECUTIVE EMPLOYMENT AGREEMENT

     This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”), dated as of December 20, 2011, is entered into between Goldenway, Inc., a Nevada corporation with its principal office located at Suites 3701-4, 37/F Tower 6, The Gateway, Harbour City, Tsim Sha Tsui, Kowloon, Hong Kong (“Company”), and Ricky Wai Lam Lai (the “Executive”).

     WHEREAS, the Company desires to engage the Executive as, and the Executive agrees to serve as, Chief Executive Officer of the Company, upon the terms and conditions contained herein.

     NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged by the parties, the parties hereto hereby agree as follows:

1.	EFFECTIVENESS OF AGREEMENT AND EFFECTIVE DATE
	This Agreement will become effective as of the date hereof. For the purpose of this Agreement, the term “Effective Date” means December 20, 2011.

2. EMPLOYMENT AND DUTIES

2.1	General. The Executive will perform such duties and services for the Company as may be designated from time to time by the Board of Directors of the Company (the “Board”). The Executive agrees to serve the Company faithfully and to the best of his ability under the direction of the Board and to carry out the functions typically performed by a Chief Executive Officer. He further agrees to perform such duties in accordance with the general fiduciary duties of officers and directors arising under the Nevada Revised Statutes.
2.2	Term of Employment. The Executive’s employment under this Agreement will commence as of the date hereof and will terminate on the first year of the Effective Date; provided, however, that the term of the Executive’s employment will be automatically extended without further action of either party for additional one (1) year periods unless written notice of either party’s intention not to extend has been given to the other party hereto at least thirty (30) days prior to the expiration of the then effective term (the initial term and any extensions thereof, the “Term of Employment”). Notwithstanding the foregoing, the Executive’s employment may be terminated during the Term of Employment as provided in Section 5 below.
2.3	Reimbursement of Expenses. Unless otherwise agreed to by the Executive and the Company, the Company will reimburse the Executive for reasonable travel and other business expenses incurred by him to fulfill his duties hereunder upon presentation by the Executive of an itemized account of such expenditures, in accordance with Company practices consistently applied.
3.	COMPENSATION
3.1	Base Salary. From the Effective Date, the Executive will be entitled to receive a base salary (“Base Salary“) at a rate of not less than US$100,000 per annum, payable in accordance with the Company’s payroll practices and applicable law. If the rate of Base Salary per annum paid to Executive is increased during the Term of Employment, such increased rate will thereafter constitute the Base Salary for all purposes of this Agreement. Base Salary will not be decreased during the Term of Employment without the mutual consent of Executive and the Company.

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3.2	Annual Review. The Executive’s Base Salary will be reviewed by the Board, based upon the Executive’s performance not less than annually.
3.3	Bonus Compensation. In addition to his Base Salary, Executive shall be eligible to receive an annual cash performance bonus (the “Bonus”) for each calendar year during the Term of Employment in an amount equivalent to one month’s Base Salary if, and to the extent that, Executive remains employed by the Company on December 15th of such calendar year. Executive further may be eligible receive additional bonus compensation as may be awarded to the Executive from time to time by the Board in the sole and absolute discretion of the Board.
3.4	Additional Compensation.
3.4.1	Other Equity-Based Compensation. The Company may, in its sole discretion, award Executive additional equity-based compensation. Employee further will be eligible to participate in any employment compensation plan established by the Company under the same terms as other Company executives and at levels recommended by the Chief Executive Officer of the Company and approved by the Board of Directors.
4.	EMPLOYEE BENEFITS
4.1	Leave. The Executive will be entitled to accrue 15 working days paid annual leave each calendar year (which will not be carried over in the event that they are not used by the Executive). All annual leave days will be taken at times mutually agreed by the Executive and the Company and will be subject to the business needs of the Company. If, however, in any calendar year during the Term of Employment, the Executive is unable to take any annual leave due to the business needs of the Company, the Company, in its discretion, shall either pay the Executive the equivalent of 15 working days, or permit the Executive to carry such leave over into the following calendar year.
4.2	Other Programs. The Executive will, during his employment under this Agreement, be included to the extent eligible thereunder in all employee benefit plans, programs or arrangements (including, without limitation, any plans, programs or arrangements providing for retirement benefits, incentive compensation, profit sharing, bonuses, disability benefits, health and life insurance, or vacation and paid holiday) which may be established by the Company for, or made available to, its executives generally.
5.	TERMINATION OF EMPLOYMENT
5.1	Termination Events.
5.1.1.	By the Company. The Company may terminate the Executive’s employment immediately with Cause, without Cause upon thirty (30) days notice to the Executive, or upon the Executive’s death or Permanent Disability (as hereinafter defined).
5.1.2.	By the Executive. The Executive may terminate his employment at any time for any reason upon thirty (30) days written notice to the Company.
5.2	Termination by Company With Cause. If the Executive’s employment is terminated by the Company with Cause, the Company shall pay to the Executive all compensation to which the Executive is entitled through the date of termination, and thereafter, all of the Company’s obligations under this Agreement shall cease.

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5.3	Termination by Company Without Cause. Except in situations where the Executive’s employment is terminated for Cause, by death or by Permanent Disability, in the event that the Company terminates Executive’s employment at any time without Cause, Executive shall continue to receive his Base Salary through the last day of the thirty (30) day notice period, payable in the form of salary continuation.
5.4	Voluntary Resignation. If the Executive terminates his employment voluntarily, then the Executive shall not be entitled to receive payment of any severance benefits. The Company further shall have the option, in its sole discretion, to make Executive’s termination effective at any time prior to the end of notice period required under Section 5.1.2 as long as the Company provides Executive with all compensation to which he would be entitled for continuing employment through the last day of the notice period. Thereafter, all obligations of the Company under this Agreement shall cease.
5.5	Cause. Termination for “Cause” means termination of the Executive’s employment by the Company because of: (i) any act or omission that constitutes a breach by the Executive of any of his obligations under this Agreement or any Company policy or procedure and failure to cure such breach after notice of, and a reasonable opportunity to cure, such breach; (ii) the continued willful failure or refusal of the Executive to substantially perform the duties reasonably required of him as an employee of the Company; (iii) an alleged act (with credible substantiated evidence) of moral turpitude, dishonesty, fraud or violation of law (whether or not connected to the Company or its Affiliates (as defined in Section 8.1)) by, or criminal conviction of, the Executive which in the determination of the Board (in its sole discretion) would render his continued employment by the Company damaging or detrimental to the Company or its Affiliates in any way; or (iv) any misappropriation of Company property by the Executive.
6.	DEATH OR DISABILITY
	In the event of termination of employment by reason of non-work-related death or Permanent Disability, the Executive (or his estate, as applicable) will be entitled to Base Salary and benefits determined under Sections 3 and 4 through the date of termination. In the event of termination of employment by reason of work related death or Permanent Disability, the Executive (or his estate, as applicable) will be entitled to the greater of (i) Base Salary and benefits determined under Sections 3 and 4 through the date of termination, or (ii) the minimum compensation permitted by applicable law. Other benefits will be determined in accordance with the benefit plans maintained by the Company, and the Company will have no further obligation hereunder. For purposes of this Agreement, “Permanent Disability” means a physical or mental disability or infirmity of the Executive that prevents the normal performance of substantially all his duties as an employee of the Company, which disability or infirmity exists for any continuous period of 180 days.
7.	CONFIDENTIALITY
7.1	Confidentiality. The Executive covenants and agrees with the Company that he will not at any time during the Term of Employment and thereafter, except in performance of his obligations to the Company hereunder or with the prior written consent of the Company, directly or indirectly, disclose any secret or confidential information that he may learn or has learned by reason of his association with the Company or any of its subsidiaries and Affiliates. The term “confidential information” includes information not previously made generally available to the public or to the trade by the Company’s management, with respect to the Company’s or any of its subsidiaries’ or Affiliates’ products, facilities, applications and methods, trade secrets and other intellectual property, systems, procedures, manuals, confidential reports, product price lists, customer lists, technical information, financial information (including the revenues, costs or profits associated with any of the Company’s products), business plans, prospects or opportunities, but will exclude any information which is or becomes generally available to the public or is generally known in the industry or industries in which the Company operates other than as a result of disclosure by the Executive in violation of his agreements under Section 7.1. The Executive will be released of his obligations under this Section 7.1 to the extent the Executive is required to disclose under any applicable laws, regulations or directives of any government agency, tribunal or authority having jurisdiction in the matter or under subpoena or other process of law provided that the Executive provides the Company with prompt written notice of such requirement.

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7.2	Acknowledgment of Company Assets. The Executive acknowledges that the Company, at the Company’s expense, has acquired, created and maintains, and will continue to acquire, create and maintain, significant goodwill with its current and prospective customers, vendors and employees, and that such goodwill is valuable property of the Company. The Executive further acknowledges that to the extent such goodwill will be generated through the Executive’s efforts, such efforts will be funded by the Company and the Executive will be fairly compensated for such efforts. The Executive acknowledges that all goodwill developed by the Executive relative to the Company’s customers, vendors and employees will be the sole and exclusive property of the Company and will not be personal to the Executive.
7.3	Exclusive Property. The Executive confirms that all confidential information is and will remain the exclusive property of the Company. All business records, papers and documents kept or made by Executive relating to the business of the Company will be and remain the property of the Company, except for such papers customarily deemed to be the personal copies of the Executive. Upon termination of the Executive’s employment with the Company for any reason, the Executive will promptly deliver to the Company all of the following that are in the Executive’s possession or under his control: (i) all computers, telecommunication devices and other tangible property of the Company and its Affiliates, and (ii) all documents and other materials, in whatever form, which include confidential information or which otherwise relate in whole or in part to the present or prospective business of the Company or its Affiliates, including but not limited to, drawings, graphs, charts, specifications, notes, reports, memoranda, and computer disks and tapes, and all copies thereof.
7.4	Communication to Third Parties. The Executive agrees that Company will have the right to communicate the terms of this Section 7 to any third parties, including but not limited to, any prospective employer of the Executive. The Company waives any right to assert any claim for damages against Company or any officer, employee or agent of Company arising from such disclosure of the terms of this Section 7.
7.5	Independent Obligations. The provisions of this Section 7 will be independent of any other provision of this Agreement. The existence of any claim or cause of action by the Executive against the Company, whether predicated on this Agreement or otherwise, will not constitute a defense of the enforcement of this Section 7 by the Company.
7.6	Non-Exclusivity. The Company’s rights and the Executive’s obligations set forth in this Section 7 are in addition to, and not in lieu of, all rights and obligations provided by applicable statutory or common law.
8.	INDEMNIFICATION
8.1	Indemnification of the Executive. The Company agrees to indemnify Executive (and his heirs, executors, and administrators), and to advance expenses related to this indemnification, to the fullest extent permitted under applicable law and regulations, against any and all expenses and liabilities that Executive reasonably incurs in connection with or arising out of any action, suit, or proceeding in which he may be involved by reason of his service as an Executive of the Company or any of its subsidiaries or Affiliates (whether or not he continues to be an Executive at the time of incurring any such expenses or liabilities). Covered expenses and liabilities include, but are not limited to, judgments, court costs, and attorneys’ fees and the costs of reasonable settlements, subject to Board approval, if the action is brought against Executive in his capacity as an Executive of the Company or any of its subsidiaries or Affiliates. Indemnification for expenses will not extend to matters related to Executive’s termination for Cause. Notwithstanding anything in this Section 8.1 to the contrary, the Company will not be required to provide indemnification prohibited by applicable law or regulation. The obligations of this Section 8.1 will survive the term of this Agreement by a period of six (6) years. “Affiliate” means, with respect to any person or entity, any other person or entity that is directly, or indirectly through one or more intermediaries, controlled by, controlling or under common control with such person or entity.

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8.2	Indemnification of the Company. The Executive will indemnify and keep the Company fully indemnified at all times from and against all claims, suits, proceedings, fines, punishment, loss, damage, costs and liabilities whatsoever incurred or sustained by the Company in connection with or arising out of or as a consequence of any breach by the Executive of the confidentiality obligations set forth above.
9.	FOREIGN CORRUPT PRACTICES ACT.
	The Company and the Executive each represent and warrant that it is aware of and familiar with the provisions of the Foreign Corrupt Practices Act of 1977, as amended by the Omnibus Trade and Competitiveness Act of 1988 (“FCPA”), and the rules and regulations thereunder, and its purpose. Each party agrees that it will take no action and make no payment in violation of, or which might cause the Company or the Executive to be in violation of, the FCPA, including, but not limited to, the making of unlawful payments to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds.
10.	MISCELLANEOUS.
10.1	Severability. The parties intend this Agreement to be enforced as written. However, (i) if any portion or provision of this Agreement is to any extent be declared illegal or unenforceable by a duly authorized court having jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, will not be affected thereby, and each portion and provision of this have the power to reduce the duration, geographic area of such provision, or other aspect of the scope of Agreement will be valid and enforceable to the fullest extent permitted by law and (ii) if any provision, or part thereof, is held to be unenforceable because of the duration of such provision, the geographic area covered thereby, or other aspect of the scope of such provision, the court making such determination will such provision, and/or to delete specific words and phrases (“blue-penciling”), and in its reduced or blue-penciled form, such provision will then be enforceable and will be enforced.
10.2	Assignment. The rights and obligations of this Agreement will bind and inure to the benefit of any successor of the Company by reorganization, merger or consolidation, or any assignee of all or substantially all of the Company’s business and properties. Neither this Agreement nor any rights hereunder will be assignable or otherwise subject to hypothecation by the Executive.
10.3	Entire Agreement. This Agreement represents the entire agreement of the Company and the Executive and will supersede any and all previous contracts, arrangements or understandings.
10.4	Governing Law. This Agreement will be construed and interpreted in accordance with and governed by the laws of the State of Nevada, without regard to the choice-of-law provisions thereof that might direct the application of the law of another jurisdiction. By execution and delivery of this Agreement, each of the parties hereto accepts for itself and in respect of its property, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts.

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     IN WITNESS WHEREOF, the Executive has hereunto set his hand, and the Company has caused these presents to be executed in its name and on its behalf, all as of the day and year first above written.

EXECUTIVE:

/s/ Ricky Wai Lam Lai

Ricky Wai Lam Lai

COMPANY:

GOLDENWAY, INC.

By: /s/ Ricky Wai Lam Lai

Name: Ricky Wai Lam Lai

Title: Chief Executive Officer

Signature Page to Executive Employment Agreement