Schedule 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V/icji+BM7faa16qF4oisN6tRdoK6Y8bOSaPdlrtLOmLLQrm8JePGq2qj+gAlsGv DRhDIhBw1yhFZkfiql/Mmw== 0001193125-10-000866.txt : 20100105 0001193125-10-000866.hdr.sgml : 20100105 20100105074235 ACCESSION NUMBER: 0001193125-10-000866 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20100105 DATE AS OF CHANGE: 20100105 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Kang Thomas Chan-Soo CENTRAL INDEX KEY: 0001433882 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: JONGRO TOWER 18F STREET 2: 6 JONGRO 2-GA, JONGRO-GU CITY: SEOUL STATE: M5 ZIP: XXXXX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: North Asia Investment CORP CENTRAL INDEX KEY: 0001420413 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-84120 FILM NUMBER: 10504291 BUSINESS ADDRESS: STREET 1: JONGRO TOWER 18F STREET 2: 6 JONGRO 2-GA, JONGRO-GU CITY: SEOUL STATE: M5 ZIP: 111111 BUSINESS PHONE: 822-2198-3330 MAIL ADDRESS: STREET 1: JONGRO TOWER 18F STREET 2: 6 JONGRO 2-GA, JONGRO-GU CITY: SEOUL STATE: M5 ZIP: 111111 SC 13D 1 dsc13d.htm SCHEDULE 13D Schedule 13D

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

(Amendment No. )*

NORTH ASIA INVESTMENT CORPORATION

(Name of Issuer)

Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

G66202 105

(CUSIP Number)

Thomas Chan-Soo Kang

Jongro Tower 18F, 6 Jongro 2-ga

Jongro-gu, Seoul, Republic of Korea

822-2198-3330

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 21, 2009

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨

The remainder of this cover page shall be filled out for a reporting person=s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information that would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. G66202 105		SCHEDULE 13D		Page 2 of 9 Pages


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Thomas Chan-Soo Kang
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) PF, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 1,170,000
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 1,170,000
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,170,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (see instructions)			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 18.7%
14	TYPE OF REPORTING PERSON (see instructions) IN


CUSIP No. G66202 105		SCHEDULE 13D		Page 3 of 9 Pages

This Schedule 13D is filed by Thomas Chan-Soo Kang (“Kang”) with respect to ownership of the ordinary shares, par value $0.0001 per share (“Ordinary Shares”), of North Asia Investment Corporation, an exempted company with limited liability organized under the laws of the Cayman Islands (the “Issuer”).

The percentage of beneficial ownership reflected in this Schedule 13D is based upon 6,250,000 Ordinary Shares outstanding as of December 21, 2009.

Item 1.

Security and Issuer.

The class of equity securities to which this Schedule 13D relates is the Ordinary Shares of the Issuer. The Issuer’s principal executive offices are located at Jongro Tower 18F, 6 Jongro 2-ga, Jongro-gu, Seoul, Republic of Korea.

Item 2.

Identity and Background.

Kang’s business address is Jongro Tower 18F, 6 Jongro 2-ga, Jongro-gu, Seoul, Republic of Korea. Kang is the Chief Executive Officer and a member of the Board of Directors of the Issuer.

Kang has not, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

Kang has not, during the past five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Kang is a citizen of the United States.

Item 3.

Sources of Funds.

In December 2007, in connection with the Issuer’s formation, the Issuer sold 1,437,500 of its Ordinary Shares (“Initial Shares”) to Kang and 1,437,500 of its Ordinary Shares to Kang & Company, Ltd. (“Kang & Company”), an entity controlled by Kang, at an aggregate purchase price of $25,000, or approximately $0.01 per share. Kang used his personal funds and Kang & Company used its working capital for such purchase.

Kang and Kang & Company thereafter transferred 20,000 Ordinary Shares, or an aggregate of 60,000 shares, to each of Dong-Soo Choe, Bong-Hoon Han and Myungju Choi. Kang also transferred 200,000 shares to Kang & Company and Kang and Kang & Company transferred an aggregate of 10,000 shares to each of Jongshik Woo and Ill-Seob Han. Kang, Kang & Company and the foregoing individuals are sometimes referred to herein as the Issuer’s “founders.”

In May 2008 and July 2008, Kang and Kang & Company contributed to the Issuer, at no cost, an aggregate of 1,437,500 Ordinary Shares.


CUSIP No. G66202 105		SCHEDULE 13D		Page 4 of 9 Pages

In July 2008, the Issuer consummated its initial public offering (“IPO”) of units, each unit (“Unit”) consisting of one Ordinary Share and one warrant (“Warrant”). The Warrants, each of which entitles the holder to purchase one Ordinary Share at an exercise price of $7.50 per share, are not exercisable until the completion of the Issuer’s initial business combination (as such term is used in the Issuer’s Annual Report on Form 20-F for the fiscal year ended June 30, 2009). In connection with the IPO:

•

Pursuant to a written subscription agreement dated May 16, 2008 with the Issuer and Citigroup Global Markets Inc., Kang and Allister George Morrison purchased an aggregate of 2,455,000 sponsors’ warrants (“Sponsors’ Warrants”) from the Issuer in a private transaction at an aggregate purchase price of $2,455,000, or $1.00 per warrant. Kang purchased 1,841,250 of such Sponsors’ Warrants. The Sponsor’s Warrants are identical to the Warrants issued in the IPO except that the Sponsors’ Warrants are not transferable or salable by their holders (except (i) to an entity’s beneficiaries upon its liquidation, (ii) to relatives and trusts for estate planning purposes, (iii) by virtue of the laws of descent and distribution upon death, (iv) pursuant to a qualified domestic relations order or (v) to the Issuer’s officers, directors and employees and persons affiliated with the Issuer’s founders, providing the transferee agrees to be bound by the transfer restrictions) until after the Issuer completes an initial business combination. Additionally, the Sponsors’ Warrants are exercisable for cash or on a cashless basis and are not redeemable by the Issuer so long as such warrants are held by Messrs. Kang and Morrison or their permitted transferees. Kang used his personal funds for such purchase.

•

The underwriters determined not to exercise any of their over-allotment option. As a result, Kang and Kang & Company forfeited to the Issuer an aggregate of 187,500 shares. Upon receipt, such forfeited shares were immediately cancelled.

On December 21, 2009:

•

Kang purchased 1,000,000 Ordinary Shares from Kang & Company in a private transaction at an aggregate purchase price of KRW 1,500,000,000 pursuant to a purchase agreement of even date. Kang paid KRW 500,000,000 of the purchase price using his personal funds and KRW 1,000,000,000 of the purchase price by delivery of a secured promissory note payable to Kang & Company. The promissory note bears simple interest at an annual rate of 8.5%, matures on December 21, 2010 and is secured by the 1,000,000 Ordinary Shares. The promissory note can be prepaid at any time without premium or penalty.

•

Kang purchased 613,750 Sponsors’ Warrants from Mr. Morrison in a private transaction at an aggregate purchase price of $613,750, or $1.00 per Sponsors’ Warrant, pursuant to a purchase agreement of even date. Kang paid the purchase price by delivery of a secured promissory note payable to Mr. Morrison. The promissory note does not bear interest, is payable at any time on demand by Mr. Morrison and is secured by the 613,750 Sponsors’ Warrants. The promissory note can be prepaid at any time without premium or penalty.


CUSIP No. G66202 105		SCHEDULE 13D		Page 5 of 9 Pages

Item 4.

Purpose of Transaction.

Kang acquired the Ordinary Shares described in this Schedule 13D for investment purposes.

Kang may from time to time acquire additional securities for investment purposes, or dispose of securities, in the open market or in private transactions. Kang beneficially holds Sponsors’ Warrants to purchase 2,455,000 Ordinary Shares, which are not currently exercisable and will not become exercisable within 60 days.

As the Chief Executive Officer and a member of the Board of Directors of the Issuer (a company organized for the purpose of acquiring, through a merger, share exchange, asset acquisition, plan of arrangement, recapitalization, reorganization or similar business combination, one or more operating businesses), Kang is reviewing and analyzing potential business combination transactions for the Issuer.

At the date of this Schedule 13D, Kang, except as set forth in this Schedule 13D, and consistent with Kang’s position as Chief Executive Officer and a member of the Board of Directors of the Issuer, has no plans or proposals which would result in:

(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of the board of directors or management of the Issuer;

(e) Any material change in the present capitalization or dividend policy of the Issuer;

(f) Any other material change in the Issuer’s business or corporate structure;

(g) Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which ay impede the acquisition of control of the Issuer by any person;

(h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or


CUSIP No. G66202 105		SCHEDULE 13D		Page 6 of 9 Pages

(j) Any action similar to any of those actions enumerated above.

Item 5.

Interest in Securities of the Issuer.

Kang is the beneficial owner of 1,170,000 Ordinary Shares, representing 18.7% of the Issuer’s outstanding Ordinary Shares. Kang has sole voting and dispositive power over such Ordinary Shares. The foregoing amount does not include 2,455,000 Ordinary Shares issuable upon the exercise of Sponsors’ Warrants that are not currently exercisable and will not become exercisable within 60 days.

In the past 60 days, Kang effected the transactions described under Item 3 above, and such description is incorporated herein by reference.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

All of the Initial Shares have been placed in escrow with Continental Stock Transfer & Trust Company, as escrow agent, until 180 days after the consummation of the Issuer’s initial business combination. The Initial Shares may be released from escrow earlier than as described above if, within 180 days after the Issuer consummates an initial business combination, the Issuer consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Issuer’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property. During the escrow period, the holders of these securities will not be able to sell or transfer their securities except (i) to an entity’s beneficiaries upon its liquidation, (ii) to relatives and trusts for estate planning purposes, (iii) by virtue of the laws of descent and distribution upon death, (iv) pursuant to a qualified domestic relations order, (v) to the Issuer’s officers, directors and employees and persons affiliated with the Issuer’s founders or (vi) by private sales with respect to up to 33% of the Initial Shares made at or prior to the consummation of an initial business combination at prices no greater than the price at which the shares were originally purchased (approximately $0.01 per share), in each case where the transferee agrees to the terms of the escrow agreement, that certain Insider Letter, dated July 23, 2008, executed by Kang and addressed to the Issuer and Citigroup Global Markets Inc. (“Insider Letter”) and any other agreement affecting the transferability of the Initial Shares to which Kang is bound. The founders and their permitted transferees will retain all other rights as shareholders with respect to the Initial Shares, including, without limitation, the right to vote their Ordinary Shares and the right to receive cash dividends, if declared, but excluding conversion rights (as such term is used in the Issuer’s Annual Report on Form 20-F for the fiscal year ended June 30, 2009). Any dividends declared and payable in Ordinary Shares will also be placed in escrow. If the Issuer is unable to effect an initial business combination and liquidates, none of the founders (or any transferees) will receive any portion of the liquidation proceeds with respect to the Initial Shares.

In connection with the vote required for the Issuer’s initial business combination or the extended period (as such term is used in the Issuer’s Annual Report on Form 20-F for the fiscal year ended June 30, 2009), the founders, including Kang, have agreed to vote their Initial Shares in accordance with the majority of the Ordinary Shares issued in the IPO. The founders have also agreed to vote any shares acquired by them after the IPO in favor of the Issuer’s initial business combination. Therefore, if they acquire shares


CUSIP No. G66202 105		SCHEDULE 13D		Page 7 of 9 Pages

after the IPO, they must vote such shares in favor of the proposed initial business combination and have, as a result, waived the right to exercise conversion rights for those shares in the event that the Issuer’s initial business combination is approved by a majority of the Ordinary Shares issued in the IPO.

Pursuant to the subscription agreement dated May 16, 2008 with the Issuer and Citigroup Global Markets Inc., the Sponsors’ Warrants have the rights and restrictions described under Item 3 above, and such description is incorporated herein by reference.

The holders of the majority of the Initial Shares, including Kang, are entitled to demand that the Issuer registers the resale of these shares pursuant to a registration rights agreement dated July 23, 2008. The holders of the majority of the Initial Shares may elect to exercise these registration rights at any time commencing 90 days prior to the date such shares are released from escrow. In addition, these shareholders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the consummation of the Issuer’s initial business combination. The Issuer will bear the expenses incurred in connection with the filing of any such registration statements.

The holders of the majority of the Sponsors’ Warrants (or underlying shares), including Kang, are entitled to demand that the Issuer register the resale of these securities pursuant to the registration rights agreement referred to above. The holders of the majority of these securities may elect to exercise these registration rights with respect to such securities at any time commencing 90 days after the Issuer consummates its initial business combination. In addition, these holders will have certain “piggyback” registration rights with respect to registration statements filed subsequent to such date. The Issuer will bear the expenses incurred in connection with the filing of any such registration statements.

On December 21, 2009, Kang purchased 613,750 Sponsors’ Warrants and 1,000,000 Ordinary Shares pursuant to purchase agreements of even date with Mr. Morrison and Kang & Company, respectively. In accordance with such purchase agreements, Kang delivered a secured promissory note in payment of the purchase price of the Sponsors’ Warrants and delivered cash and a secured promissory note in payment of the purchase price of the Ordinary Shares. The purchase agreements and the promissory notes are described under Item 3 above, and such descriptions are incorporated herein by reference.

Item 7.

Material to be filed as Exhibits.

1.	Form of Stock Escrow Agreement between the Company, Continental Stock Transfer & Trust Company and the Initial Shareholders.*

2.	Letter Agreement among the Company, Citigroup Global Markets, Inc. and Thomas Chan-Soo Kang.*

3.	Form of Subscription Agreement among the Company, Graubard Miller and each of Thomas Chan-Soo Kang and Allister George Morrison.*

4.	Form of Registration Rights Agreement among the Company and the Initial Shareholders.*


CUSIP No. G66202 105		SCHEDULE 13D		Page 8 of 9 Pages

5.	Agreement dated December 21, 2009, among Kang & Company, Ltd. and Thomas Chan-Soo Kang.

6.	Agreement dated December 21, 2009, among Allister George Morrison and Thomas Chan-Soo Kang.

*	Incorporated by reference to the Registrant’s Form S-1 (Commission File No. 333-148378).


CUSIP No. G66202 105		SCHEDULE 13D		Page 9 of 9 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 4, 2010

/S/ THOMAS CHAN-SOO KANG

Thomas Chan-Soo Kang

EX-99.5 2 dex995.htm AGREEMENT AMONG KANG & COMPANY, LTD. AND THOMAS CHAN-SOO KANG Agreement among Kang & Company, Ltd. and Thomas Chan-Soo Kang

Exhibit 5

AGREEMENT

AGREEMENT, dated December 21, 2009, among Kang & Company, Ltd. (“Seller”) and Thomas Chan-Soo Kang (“Purchaser”).

RECITALS:

A. Seller desires to sell 1,000,000 ordinary shares (the “Shares”) in North Asia Investment Corporation (“NAIC”) to Purchaser; and

B. Purchaser desires to purchase the Shares from Seller on the terms and conditions set forth in this Agreement; and

C. The Shares are currently held in escrow pursuant to that certain Escrow Agreement, dated as of July 23, 2008 (“Escrow Agreement”), by and among NAIC, Purchaser, Seller, Dong-Soo Choe, Bong-Hoon Han, Myungju Choi, Jongshik Woo, Ill-Seob Han and Continental Stock Transfer & Trust Company (“Escrow Agent”).

IT IS AGREED:

1. Purchase and Sale of Shares. Subject to the terms and conditions herein, Seller hereby agrees to sell the Shares to Purchaser and Purchaser hereby agrees to purchase the Shares from Seller for an aggregate purchase price of KRW 1,500,000,000 (“Purchase Price”). Simultaneously with the execution of this Agreement:

(a) Seller shall deliver to the Escrow Agent an instrument of transfer executed in blank with original signature from Seller, medallion guaranteed, so that the Shares may be transferred to the name of Purchaser; provided, however, that the Shares shall continue to be held in escrow pursuant to the terms of the Escrow Agreement.

(b) Purchaser shall pay the Purchase Price to Seller by delivery of (i) a bank check or certified check payable to the order of Seller or by wire transfer to an account designated by Seller in the amount of KRW 500,000,000 and (ii) a promissory note in the amount of KRW 1,000,000,000 (“Note”) in the form attached hereto as Exhibit A. To secure Purchaser’s obligation to repay the Note, Purchaser hereby grants to Seller a security interest in and to the Shares and the proceeds thereof. Accordingly, Purchaser shall also deliver to the Escrow Agent an instrument of transfer executed in blank with original signature from Purchaser, medallion guaranteed, so that the Shares may be transferred back to the name of Seller in the event Purchaser defaults in its payment obligations under the Note.

2. Representations of Seller. Seller represents and warrants to Purchaser as follows:

(a) This Agreement constitutes a legal, valid and binding obligation of Seller enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(b) Seller is the record and beneficial owner of, and has good and marketable title to, the Shares, free and clear of all liens, security interests, charges, claims, restrictions and other encumbrances, subject to the Escrow Agreement, the Insider Letter (defined

below) and securities laws restrictions. Seller has not granted to any person or entity any options or other rights to buy, or proxies or other rights to vote, the Shares. No other person or entity has any interest in the Shares of any nature.

(c) Seller has reviewed the documents of NAIC filed with the Securities and Exchange Commission (“NAIC Filings”) and Seller understands the content of the NAIC Filings and the risks described about an investment in NAIC.

(d) Seller is aware of the potential business combinations that NAIC is currently negotiating that have not yet been disclosed in NAIC’S public filings referred to in Section 2(c) above. Seller understands that the entry into, and consummation of, a definitive agreement for any such business combination and the public announcement in relation thereto could result in the market value of the Shares increasing.

3. Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to Seller as follows:

(a) This Agreement and the Note constitute legal, valid and binding obligations of Purchaser enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(b) Purchaser has reviewed the NAIC Filings and Purchaser understands the content of the NAIC Filings and the risks described about an investment in NAIC, including the fact that if NAIC fails to consummate a business combination within certain required time periods, NAIC must liquidate and the Shares will be worthless.

(c) Purchaser is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act of 1933, as amended (“Securities Act”).

(d) Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in NAIC and has sufficient information about NAIC to evaluate the merits and risks of an investment in NAIC.

(e) Purchaser understands that the Shares are not registered under the Securities Act or in any state and that the Shares may not be able to be sold unless they are subsequently registered or an exemption from such registration is available.

(f) The Shares are to be acquired for Purchaser’s own account and are not intended to be sold or otherwise disposed of in violation of the securities laws of the United States.

4. Transfer Restrictions. Purchaser hereby agrees to be bound by the terms and conditions of the Escrow Agreement, Sections 1, 7 and 11 of the Insider Letter, dated July 23, 2008, executed by Seller and addressed to NAIC and Citigroup Global Markets Inc. (“Insider Letter”) and any other agreement affecting the transferability of the Shares to which the Seller is now bound.

5. Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of New York without giving effect to principles of conflicts of law.

6. Counterparts. This Agreement may be signed in counterparts which, taken together, shall constitute one Agreement.

8. Preparation of Agreement. This Agreement has been prepared by Graubard Miller (“GM”) solely in its role as counsel to NAIC. GM is not acting as legal counsel nor providing any legal representation or consultative services to either Seller or Purchaser. Accordingly, both Seller and Purchaser have been advised to seek the advice of other counsel in connection with the negotiation and preparation of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.


SELLER:		PURCHASER:

KANG & COMPANY, LTD.

By:	/s/ Thomas Chan-Soo Kang	/s/ Thomas Chan-Soo Kang
Name:	Thomas Chan-Soo Kang	Thomas Chan-Soo Kang
Title:	Representative Director	Address:
Address:

Exhibit A

SECURED PROMISSORY NOTE


KRW 1,000,000,000		December 21, 2009

FOR VALUE RECEIVED, THOMAS CHAN-SOO KANG, an individual with an address at (“Maker”) unconditionally promises to pay to the order of KANG & COMPANY, LTD., a Korean corporation with an address at Jongro Tower 18F, 6 Jongro 2-ga, Jongro-gu, Seoul, Korea (“Holder”), the principal amount of One Billion Korean Won (KRW 1,000,000,000), together with simple interest thereon at the rate of 8.5% per annum. Payment of such principal (and accrued but unpaid interest thereon) shall be paid on December 21, 2010. Payment shall be made in such coin or currency of the Republic of Korea as at the time of payment shall be legal tender for the payment of public or private debts.

This Note may be prepaid, from time to time, in any amount, without premium or penalty, at the option of the Maker, without prior notice to the Holder.

As security for this Note, the Maker hereby grants the Holder a security interest in 1,000,000 ordinary shares in North Asia Investment Corporation, now owned or hereafter acquired, and the proceeds thereof, as set forth in that certain Agreement between the Holder and Maker signed simultaneously with this Note. Reference herein to the Agreement shall in no way impair the absolute and unconditional obligation of the Maker to pay both principal and interest, if any, as provided herein.

The entire unpaid balance of this Note shall immediately become due and payable at the election of the Holder without notice or demand if one or more of the following events occur:

(a) Default by the Maker, in the observance or performance of any covenant or agreement contained in (i) this Note, or (ii) the Agreement, and such default shall remain unremedied for a period of ten (10) days after notice has been given to the Maker to cure such default;

(b) The filing of a petition by or against the Maker for relief under any provisions of any statute or law relating to bankruptcy, or the appointment of a receiver or trustee for all or any part of the property of the Maker, provided that if instituted against the Maker, the same are not dismissed or vacated within thirty (30) days, or any adjudication that the Maker is insolvent or bankrupt, or the making of any assignments by the Maker for the benefit of creditors.

In the event that it is determined that, under the laws relating to usury applicable to the Maker or the indebtedness evidenced by the Note (“Applicable Usury Laws”), the interest charges and fees payable by the Maker in connection herewith or in connection with any other document or instrument executed and delivered in connection herewith cause the effective interest rate applicable to the indebtedness evidenced by the Notes to exceed the maximum rate allowed by law (the “Maximum Rate”), then such interest shall be

recalculated for the period in question and any excess over the Maximum Rate paid with respect to such period shall be credited, without further agreement or notice, to the principal amount outstanding hereunder to reduce said balance by such amount with the same force and effect as though the Maker had specifically designated such extra sums to be so applied to principal and the Holder had agreed to accept such extra payment(s) as a premium free prepayment. All such deemed prepayments shall be applied to the principal balance payable at maturity. In no event shall any agreed to or actual exaction as consideration for the Note exceed the limits imposed or provided by Applicable Usury Laws in the jurisdiction in which the Maker is resident applicable to the use or detention of money or to forbearance in seeking its collection in the jurisdiction in which the Maker is resident.

Maker agrees that Holder shall be entitled to collect from Maker all of Holder’s reasonable attorneys’ fees and expenses relating to such action or proceeding.

Maker hereby waives presentment, demand for payment, notice of dishonor, notice of protest and protest and all other notices or demands in connection with the delivery, acceptance, performance, default or endorsement of this Note. This Note shall be governed by and construed and enforced in accordance with the internal law of the State of New York, without giving effect to principles of conflicts of law.

Notice or demand under this Note shall be deemed to have been sufficiently given if hand-delivered or sent by nationally recognized overnight courier for next-day, early-morning delivery, to Maker at its address indicated above and the date of such notice or demand shall be the date of hand-delivery or the date following the delivery to the courier.

MAKER

/s/ Thomas Chan-Soo Kang

Thomas Chan-Soo Kang

EX-99.6 3 dex996.htm AGREEMENT AMONG ALLISTER GEORGE MORRISON AND THOMAS CHAN-SOO KANG Agreement among Allister George Morrison and Thomas Chan-Soo Kang

Exhibit 6

AGREEMENT

AGREEMENT, dated December 21, 2009, among Allister George Morrison (“Seller”) and Thomas Chan-Soo Kang (“Purchaser”).

RECITALS:

A. Seller desires to sell 613,750 warrants (the “Warrants”) to purchase ordinary shares in North Asia Investment Corporation (“NAIC”) to Purchaser; and

B. Purchaser desires to purchase the Warrants from Seller on the terms and conditions set forth in this Agreement; and

C. The Warrants are subject to certain restrictions on transferability as set forth in that certain Subscription Agreement, dated May 16, 2008 (“Subscription Agreement”), by and among NAIC, Purchaser, Seller and Graubard Miller (“GM”).

IT IS AGREED:

1. Purchase and Sale of Warrants. Subject to the terms and conditions herein, Seller hereby agrees to sell the Warrants to Purchaser and Purchaser hereby agrees to purchase the Warrants from Seller for an aggregate purchase price of $613,750 (“Purchase Price”). Simultaneously with the execution of this Agreement:

(a) Seller shall deliver to Continental Stock Transfer & Trust Company, warrant agent and registrar for NAIC’s warrants (“Continental”), a certificate representing the Warrants, registered in Seller’s name, together with an instrument of transfer executed in blank with original signature from Seller, medallion guaranteed or accompanied by an appropriate waiver form addressed to Continental, so that the Warrants may be transferred to the name of Purchaser.

(b) Purchaser shall pay the Purchase Price to Seller by delivery of a promissory note (“Note”) in the form attached hereto as Exhibit A. To secure Purchaser’s obligation to repay the Note, Purchaser hereby grants to Seller a security interest in and to the Warrants and the proceeds thereof.

2. Representations of Seller. Seller represents and warrants to Purchaser as follows:

(b) Seller is the record and beneficial owner of, and has good and marketable title to, the Warrants, free and clear of all liens, security interests, charges, claims, restrictions and other encumbrances, subject to the Subscription Agreement and securities laws restrictions. Seller has not granted to any person or entity any options or other rights to buy, or proxies or other rights to vote, the Warrants. No other person or entity has any interest in the Warrants of any nature.

3. Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to Seller as follows:

(c) Purchaser is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act of 1933, as amended (“Securities Act”).

(e) Purchaser understands that the Warrants are not registered under the Securities Act or in any state and that the Warrants may not be able to be sold unless they are subsequently registered or an exemption from such registration is available.

(f) The Warrants are to be acquired for Purchaser’s own account and are not intended to be sold or otherwise disposed of in violation of the securities laws of the United States.

4. Transfer Restrictions. Purchaser hereby agrees to be bound by the terms and conditions of the Subscription Agreement and any other agreement affecting the transferability of the Warrants (and the underlying ordinary shares) to which the Seller is now bound.

5. Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of New York without giving effect to principles of conflicts of law.

6. Counterparts. This Agreement may be signed in counterparts which, taken together, shall constitute one Agreement.

7. Further Assurances. The parties hereto agree to promptly take such steps as may be necessary to effectuate the purposes and intent of this Agreement, including executing and delivering all further instruments and documents that Seller may request in order to perfect and protect the security interest granted hereby, or to enable Seller to exercise and enforce its rights and remedies with respect to the Warrants following an event of default under the Note. In addition, following an event of default under the Note without subsequent cure in accordance with the terms of the Note, Purchaser agrees to deliver to Seller the Warrant, together with an instrument of transfer executed in blank with original signature from Purchaser, medallion guaranteed, so that the Warrants may be transferred back to the name of Seller.

8. Preparation of Agreement. This Agreement has been prepared by GM solely in its role as counsel to NAIC. GM is not acting as legal counsel nor providing any legal representation or consultative services to either Seller or Purchaser. Accordingly, both Seller and Purchaser have been advised to seek the advice of other counsel in connection with the negotiation and preparation of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.


SELLER:				PURCHASER:

/s/ Allister George Morrison				/s/ Thomas Chan-Soo Kang
Allister George Morrison				Thomas Chan-Soo Kang
Address:				Address:

Exhibit A

SECURED PROMISSORY NOTE


$613,750		December 21, 2009

FOR VALUE RECEIVED, THOMAS CHAN-SOO KANG, an individual with an address at (“Maker”) unconditionally promises to pay to the order of ALLISTER GEORGE MORRISON, an individual with an address at (“Holder”), the principal amount of Six Hundred Thirteen Thousand Seven Hundred Fifty Dollars and No Cents ($613,750.00). Payment of such principal shall be paid at any time on demand by the Holder. Payment shall be made in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public or private debts.

This Note may be prepaid, from time to time, in any amount, without premium or penalty, at the option of the Maker, without prior notice to the Holder.

As security for this Note, the Maker hereby grants the Holder a security interest in 613,750 Warrants of North Asia Investment Corporation, now owned or hereafter acquired, and the proceeds thereof, as set forth in that certain Agreement between the Holder and Maker signed simultaneously with this Note. Reference herein to the Agreement shall in no way impair the absolute and unconditional obligation of the Maker to pay the principal as provided herein.

The entire unpaid balance of this Note shall immediately become due and payable at the election of the Holder without notice or demand if one or more of the following events occur:

Maker agrees that Holder shall be entitled to collect from Maker all of Holder’s reasonable attorneys’ fees and expenses relating to such action or proceeding.

MAKER

/s/ Thomas Chan-Soo Kang

Thomas Chan-Soo Kang

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