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1
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Name
of Reporting Person I.R.S.
Identification Nos. of Above Person (ENTITIES
ONLY)
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Wo
Hing Li
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2
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Check
the Appropriate Box if a Member of a Group
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(a)
o
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(b)
o
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3
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SEC
Use Only
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4
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Source
of Funds
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OO
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5
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Check
Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(e)
or 2(f)
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o
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6
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Citizenship
or Place of Organization
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Hong
Kong
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7
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Sole
Voting Power
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20,624,050
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Number
of
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8
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Shared
Voting Power
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Shares
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Beneficially
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0
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Owned
by
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9
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Sole
Dispositive Power
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Each
Reporting
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Person
With
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20,624,050
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10
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Shared
Dispositive Power
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0
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11
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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20,624,050
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12
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Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares
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o
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13
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Percent
of Class Represented by Amount in Row (11)
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44.93%
(1)
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14
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Type
of Reporting Person
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IN
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(b)
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The
Reporting Person has the sole power to vote and dispose of the
20,624,050
shares.
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(c)
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The
Reporting Person did not effect any transactions in the Issuer’s
securities within the past 60 days.
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(d)
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No
other person is known to have the right to receive or the power
to direct
the receipt of dividends from, or the proceeds from the sale of,
the
Reporting Person’s securities.
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(e)
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Not
applicable.
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| Date: March 28, 2008 | ||
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| /s/Wo Hing Li | ||
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Wo Hing Li |
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| Title | ||
| 1. |
Agreement
to Purchase and Sell the Stock.
Seller will sell to Buyer and Buyer agrees to purchase One Million
Five
Hundred Thousand (1,500,000) shares of Stock for a purchase price
of
$5,401,500 ($3.601 per share times 1,500,000 shares of Stock) is
referred
to hereinafter as the “Purchase Price”) in a private sale exempt from
registration under the Securities Act of 1933, as amended (the "Act").
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| 2. |
Closings
And Payments.Subject
to the terms and conditions hereof, and in reliance upon the written
representations and warranties of Buyer, Seller will sell and, subject
to
the terms and conditions hereof, Buyer will purchase, at a two closings
(each a “Closing”), the Stock. The first Closing shall be held at
_____________ ____________________________(the “Closing Location”), at
10:00 a.m. local time, on March 20, 2008 or such other place, date
or time
as the parties agree upon. The second Closing shall be held at 10:00
a.m.
local time at the Closing Location on April 7, 2008 or such other
place,
date or time as the parties agree upon. At each Closing, Seller will
deliver to Buyer an original stock certificate or stock certificates
evidencing 750,000 shares of Stock, along with executed stock powers.
At
each Closing $2,700,750 (representing the product of 750,000 shares
of
Stock times the per share purchase price of $3.601) shall be paid
by wire
transfer of immediately available funds to the account designated
by
Seller in writing prior to such Closing, or by such other means as
the
parties may agree upon in writing.
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| 3. |
Representations
and Warranties of Seller.Seller
hereby represents and warrants to Buyer that, the statements in the
following paragraphs of this Section 3 are all true and complete
as of the
date hereof:
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| 3.1 |
Authority;
Due Authorization.
The execution and delivery by Seller of this Agreement, and the
performance by Seller of his obligations hereunder, have been duly
and
validly authorized by Seller. This Agreement has been duly and validly
executed and delivered by Seller, and upon the execution and delivery
by
Buyer of this Agreement and the performance by Buyer of Buyer’s
obligations herein, will constitute, a legal, valid and binding obligation
of Seller enforceable against Seller in accordance with its terms,
except
as such enforcement may be limited by bankruptcy or insolvency laws
or
other laws affecting enforcement of creditors’ rights or by general
principles of equity.
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| 3.2 |
No
Conflicts.
The execution and delivery by Seller of this Agreement does not and
the
performance by Seller of his obligations under this Agreement and
the
consummation of the transactions contemplated hereby will not conflict
with or result in a violation or breach of any of the terms, conditions
or
provisions of any agreement to which the Seller is a
party.
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| 3.3 |
Title
to Securities.
Seller is the sole record and beneficial owner of the Stock and has
sole
managerial and dispositive authority with respect to the Stock. Seller
has
not granted and person a proxy with respect to the Stock that has
not
expired or been validly withdrawn. The sale and delivery of the Stock
to
Buyer pursuant to this Agreement will vest in Buyer legal and valid
title
to the Securities, free and clear of all liens, security interests,
adverse claims or other encumbrances of any character whatsoever
(“Encumbrances”) (other than Encumbrances created by Buyer and
restrictions on resales of the Stock under applicable securities
laws).
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| 4. |
Representations,
Warranties and Certain Agreements of Buyer.
Buyer hereby represents and warrants to, and agrees with, Seller
that:
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| 4.1 |
Exempt
Transaction.
Seller
understands that the offering and sale of the Stock is intended to
be
exempt from registration under the Act and exempt from registration
or
qualification under any state law.
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| 4.2 |
Authorization.Buyer
represents that Buyer has full power and authority to enter into
this
Agreement. This Agreement has been duly and validly executed and
delivered
by Buyer, and upon the execution and delivery by Seller of this Agreement
and the performance by Seller of his obligations herein, will constitute,
a legal, valid and binding obligation of Buyer enforceable against
Buyer
in accordance with its terms, except as such enforcement may be limited
by
bankruptcy or insolvency laws or other laws affecting enforcement
of
creditors’ rights or by general principles of
equity.
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| 4.3 |
Purchase
for Own Account.The
Stock to be purchased by the Buyer hereunder will be acquired for
investment for Buyer’s own account, not as a nominee or agent, and not
with a view to the public resale or distribution thereof, and Buyer
has no
present intention of selling, granting any participation in, or otherwise
distributing the same. Buyer also represents that Buyer was not formed
for
the purpose of investing in the Stock or any Stock in the Company.
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| 4.4 |
Information
Concerning the Company.
Buyer has conducted Buyer’s own due diligence with respect to the Company
and believes Buyer has enough information upon which to base an investment
decision in the Stock.
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| 4.5 |
Investment
Experience.The
Buyer understands that the purchase of the Stock involves substantial
risk. The Buyer (a) has experience as a buyer in securities of companies
in the development stage and acknowledges that Buyer can bear the
economic
risk of Buyer’s investment in the Stock and (b) has such knowledge and
experience in financial, tax, and business matters so as to enable
Buyer
to evaluate the merits and risks of an investment in the Stock, to
protect
Buyer’s own interests in connection with the investment, and to make an
informed investment decision with respect
thereto.
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| 4.6 |
No
Oral Representations.
No
oral or written representations have been made other than as stated,
or in
addition to those stated, in this Agreement, and Buyer is not relying
on
any oral statements made by Seller, or any of Seller's representatives
or
affiliates, in purchasing the
Stock.
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| 4.7 |
No
General Solicitation.
Buyer
is not purchasing the Stock as a result of or subsequent to any
advertisement, article, notice or other communication published in
any
newspaper, magazine, or similar media or broadcast over television
or
radio, or presented at any seminar or meeting, or any solicitation
of a
purchase by a person other than a representative of
Seller.
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| 4.8 |
Accredited
Investor Status.The
Buyer is an “Accredited Investor” within the meaning of Rule 501 of
Regulation D promulgated under the Act. The term “Accredited Investor” as
used herein refers to:
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| 4.9 |
Restricted
Securities.The
Buyer understands (i) that the Stock is characterized as “restricted
securities” under the Act inasmuch as the Stock was acquired from an
affiliate of the Company in a transaction not involving a public
offering
and that under the Act, and applicable regulations thereunder, (ii)
that
the Stock will remain restricted in the hands of Buyer, and such
securities may be resold without registration under the Act only
in
certain limited circumstances. In this connection, Buyer represents
that
Buyer is familiar with and understands the resale limitations imposed
by
the Act on the Stock.
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| 4.10 |
Opinion
Necessary.
Buyer
acknowledges that if any transfer of the Stock is proposed to be
made in
reliance upon an exemption under the Act, the Company may require
an
opinion of counsel satisfactory to the Company that such transfer
may be
made pursuant to an applicable exemption under the Act. Buyer acknowledges
that a restrictive legend appears on the Stock and must remain on
the
Stock until such time as it may be removed under the
Act.
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| 4.11 |
Further
Limitations on Disposition.Without
in any way limiting the representations set forth above, Buyer further
agrees not to make any disposition of all or any portion of the Stock
except:
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| 4.11.1 |
pursuant
to a registration statement under the Act covering such disposition;
or
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| 4.11.2 |
pursuant
to an exemption from registration under the Act, including, without
limitation, Rule 144, Rule 144A or Regulation S
thereunder.
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| 4.12 |
Investment
Letter.
At
each Closing Buyer shall sign and deliver to Seller an investment
letter
in the form of Exhibit A attached hereto. Each of the statements
made in
the investment letter to be delivered by Buyer to Seller in accordance
with Section 2 will be true and correct as of the date
given.
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| 5. |
Survival
and Indemnification.
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| 5.1 |
Survival.
The representations, warranties, covenants and agreements contained
herein
to be performed or complied with after the Closing shall survive
without
limitation as to time, unless the covenant or agreement specifies
a term,
in which case such covenant or agreement shall survive until the
expiration of such specified term. A claim for indemnification by
Seller
against Buyer under this Section 5 for inaccuracy in a representation
or
warranty or breach of any covenants and agreements contained herein
must
be asserted in writing and in accordance with Section 5.3 prior to
the
expiration of the applicable time period referenced above, following
which
the same shall be barred for all purposes. If written notice of a
claim
for indemnification is given in accordance with Section 5.3 prior
to the
expiration of the applicable time period referenced above, then the
representation, warranty, covenant, or agreement applicable to such
claim
shall survive until, but only for purposes of, resolution of such
claim.
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| 5.2 |
Indemnification.
Subject to the provisions of Section 5.1, from and after the Closing,
Buyer shall indemnify and hold harmless Seller (the party seeking
indemnification being referred to as the “Indemnified Party”) from and
against any and all claims, losses, liabilities and damages, including,
without limitation, amounts paid in settlement, reasonable costs
of
investigation and reasonable fees and disbursements of counsel, arising
out of or resulting from the inaccuracy of any representation or
warranty,
or the breach of any covenant or agreement, contained herein or in
any
instrument or certificate delivered pursuant hereto, by the party
against
whom indemnification is sought (the “Indemnifying Party”).
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| 5.3 |
Notice
of Claim.
The Indemnified Party shall promptly notify the Indemnifying Party
in
writing of any claim for indemnification, specifying in detail the
basis
of such claim, the facts pertaining thereto and, if known, the amount,
or
an estimate of the amount, of the liability arising therefrom. The
Indemnified Party shall provide to the Indemnifying Party as promptly
as
practicable thereafter all information and documentation necessary
to
support and verify the claim asserted and the Indemnifying Party
shall be
given reasonable access to all books and records in the possession
or
control of the Indemnified Party or any of its affiliates which the
Indemnifying Party reasonably determines to be related to such
claim.
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| 5.4 |
Defense.
If
the facts giving rise to a right to indemnification arise out of
the claim
of any third party, or if there is any claim against a third party,
the
Indemnifying Party may assume the defense or the prosecution thereof,
including the employment of counsel, at its cost and expense. The
Indemnified Party shall have the right to employ counsel separate
from
counsel employed by the Indemnifying Party in any such action and
to
participate therein, but the fees and expenses of such counsel employed
by
the Indemnified Party shall be at its expense. The Indemnifying Party
shall not be liable for any settlement of any such claim effected
without
its prior written consent which consent shall not be unreasonably
withheld. Whether or not the Indemnifying Party does choose to so
defend
or prosecute such claim, all the parties hereto shall cooperate in
the
defense or prosecution thereof and shall furnish such records, information
and testimony, and attend at such conferences, discovery proceedings,
hearings, trials and appeals, as may be reasonably requested in connection
therewith. The Indemnifying Party shall be subrogated to all rights
and
remedies of the Indemnified Party to the extent of any indemnifications
provided hereunder.
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| 6. |
General
Provisions.
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| 6.1 |
Survival
of Warranties; Investigation.The
representations, warranties and covenants of the Parties contained
in or
made pursuant to this Agreement shall survive the execution and delivery
of this Agreement and the Closing. It shall be no defense to an action
for
breach of this Agreement that Buyer or Buyer’s agents have (or have not)
made investigations into the affairs of the Company or that the Buyer
could not have known of the misrepresentation or breach of
warranty.
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| 6.2 |
Successors
and Assigns.The
terms and conditions of this Agreement shall inure to the benefit
of and
be binding upon the respective successors and assigns of the parties,
except that Buyer may not assign or transfer any of its rights or
obligations under this Agreement.
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| 6.3 |
Governing
Law; Jurisdiction.Any
dispute, disagreement, conflict of interpretation or claim arising
out of
or relating to this Agreement, or its enforcement, shall be governed
by
the laws of the State of New York.
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| 6.4 |
Counterparts.This
Agreement may be executed in two or more counterparts, each of which
shall
be deemed an original, but all of which together shall constitute
one and
the same agreement.
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| 6.5 |
Headings.The
headings and captions used in this Agreement are used for convenience
only
and are not to be considered in construing or interpreting this Agreement.
All references in this Agreement to sections, paragraphs, exhibits
and
schedules shall, unless otherwise provided, refer to sections and
paragraphs hereof and exhibits and schedules attached hereto, all
of which
exhibits and schedules are incorporated herein by this
reference.
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| 6.6 |
Costs,
Expenses.Each
party hereto shall bear its own costs in connection with the preparation,
execution and delivery of this
Agreement.
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| 6.7 |
Amendments
and Waivers.Any
term of this Agreement may be amended and the observance of any term
of
this Agreement may be waived (either generally or in a particular
instance
and either retroactively or prospectively), only with the written
consent
of Seller and the Buyer. No delay or omission to exercise any right,
power, or remedy accruing to the Buyer, upon any breach, default
or
noncompliance of the Seller under this Agreement shall impair any
such
right, power, or remedy, nor shall it be construed to be a waiver
of any
such breach, default or noncompliance, or any acquiescence therein,
or of
any similar breach, default or noncompliance thereafter
occurring.
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| 6.8 |
Severability.If
one or more provisions of this Agreement are held to be unenforceable
under applicable law, such provision(s) shall be excluded from this
Agreement and the balance of the Agreement shall be interpreted as
if such
provision(s) were so excluded and shall be enforceable in accordance
with
its terms.
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| 6.9 |
Entire
Agreement.This
Agreement, together with all exhibits and schedules hereto, constitutes
the entire agreement and understanding of the parties with respect
to the
subject matter hereof and supersedes any and all prior negotiations,
correspondence, agreements, understandings duties or obligations
between
the parties with respect to the subject matter
hereof.
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| 6.10 |
Further
Assurances.From
and after the date of this Agreement, upon the request of the Buyer
or
Seller, Buyer and Seller shall execute and deliver such instruments,
documents or other writings as may be reasonably necessary or desirable
to
confirm and carry out and to effectuate fully the intent and purposes
of
this Agreement.
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| SELLER: | ||
| |
|
|
| By: | ||
|
Wo Hing Li |
||
| BUYER: | ||
| LUCKSVILLE INVESTMENTS LIMITED | ||
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| By: | ||
|
Name: |
||
| Title | ||
|
[Date
of Closing]
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| 1. |
the
Stock is being purchased for investment, not for resale or distribution
and not for the purpose of effecting or causing to be effected, a
public
offering of any of the Stock;
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| 2. |
the
Stock will not be sold, transferred, assigned or disposed of, except
in
accordance with the Securities Act of 1933, as amended (the “Securities
Act”), and the Rules and Regulations of the Securities and Exchange
Commission (“SEC”) promulgated thereunder;
and
|
| 3. |
the
Stock is being purchased for the sole account of the undersigned
and no
other understanding exists with regard to the disposition, sale,
transfer
or assignment of the Stock other than that set forth
herein.
|
| Very truly yours, | ||
| LUCKSVILLE INVESTMENTS LIMITED | ||
| |
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| By: | ||
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Name: |
||
|
Title:
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