0001062993-13-000434.txt : 20130129 0001062993-13-000434.hdr.sgml : 20130129 20130129163735 ACCESSION NUMBER: 0001062993-13-000434 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20130129 DATE AS OF CHANGE: 20130129 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Lin Jiang Huai CENTRAL INDEX KEY: 0001382962 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: UNIT D, 4/F, BLOCK 2 TIAN AN CYBER PARK STREET 2: CHEGONGMIAO CITY: SHENZHEN, GUANGDONG STATE: F4 ZIP: 518040 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: China Information Technology, Inc. CENTRAL INDEX KEY: 0001552670 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87168 FILM NUMBER: 13555840 BUSINESS ADDRESS: STREET 1: 21ST FLOOR, EVERBRIGHT BANK BUILDING STREET 2: ZHUZILIN, FUTIAN DISTRICT CITY: SHENZHEN, GUANGDONG STATE: F4 ZIP: 518040 BUSINESS PHONE: (86) 755-8370-8333 MAIL ADDRESS: STREET 1: 21ST FLOOR, EVERBRIGHT BANK BUILDING STREET 2: ZHUZILIN, FUTIAN DISTRICT CITY: SHENZHEN, GUANGDONG STATE: F4 ZIP: 518040 SC 13D/A 1 sch13da7.htm SCHEDULE 13D/A China Information Technology, Inc.: Schedule 13-D/A - Filed by newsfilecorp.com

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

SCHEDULE 13D/A
(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. 7)

CHINA INFORMATION TECHNOLOGY, INC.
(Name of Issuer)

ORDINARY SHARES, PAR VALUE $0.01
(Title of Class of Securities)

G21174100
(CUSIP Number)

Jiang Huai Lin
21st Floor, Everbright Bank Building,
Zhuzilin, Futian District,
Shenzhen, Guangdong, 518040
People’s Republic of China
(+86) 755-8370-8333
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

June 29, 2012
(Date of Event which Requires Filing Statement on Schedule 13D)

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 [   ].

(Continued on following pages)



CUSIP #: G21174100 Page 2 of 6

1

NAMES OF REPORTING PERSONS

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Jiang Huai Lin

 
 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [  ]
  (b) [  ]
   
 
3

SEC USE ONLY

 

 

 
 
4

SOURCE OF FUNDS

 

PF

 
 
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f)

[  ]

   
   
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

People’s Republic of China

 
 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7

SOLE VOTING POWER

 

13,993,150

 
 
8

SHARED VOTING POWER

 

 

 
 
9

SOLE DISPOSITIVE POWER

 

13,993,150

 
 
10

SHARED DISPOSITIVE POWER

 

 

 
 
11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

13,993,150

 
 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

[  ]

   
 
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

51.81% (1)

 
 
14

TYPE OF REPORTING PERSON

 

IN

 
 

(1) Based on 27,007,608 ordinary shares outstanding as of January 25, 2013.

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CUSIP #: G21174100 Page 3 of 6

This Amendment No. 7 amends and supplements certain information contained in the Schedule 13D filed by the Reporting Person with the Securities and Exchange Commission on February 7, 2007 (as amended on September 12, 2007, May 22, 2008, July 3, 2008, March 3, 2010, August 17, 2011, and March 14, 2012, the “Schedule 13D”). This Schedule 13D was previously filed by the Reporting Person with respect to his beneficial ownership of common stock, $0.01 par value per share (“Common Stock”) of China Information Technology, Inc., a Nevada corporation (the “Predecessor Company”). In accordance with Rule 12g-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), China Information Technology, Inc., a British Virgin Islands company (the “Successor Company”), became the successor of the Predecessor Company, pursuant to a corporate reorganization transaction, effective October 31, 2012 (the “Reorganization”).

Prior to the Reorganization, shares of the Predecessor Company’s Common Stock were registered pursuant to Section 12(b) of the Exchange Act and listed on the NASDAQ Global Select Market under the symbol “CNIT.” As a result of the Reorganization, each issued and outstanding share of the Predecessor Company’s Common Stock was converted into the right to receive one Successor Company’s ordinary share, $0.01 par value per share (“Ordinary Shares”) which shares were issued by the Successor Company as part of the Reorganization. For more information of the Reorganization, please see the Report on Form 8-K12B filed on October 31, 2012 by the Successor Company.

Therefore, this Schedule 13D, as amended by this Amendment No. 7, now relates to the beneficial ownership by the Reporting Person of Ordinary Shares of the Successor Company. Each item below amends and supplements the information disclosed under the corresponding item of the Schedule 13D. Capitalized terms used but not defined herein have the meanings ascribed in the Schedule 13D.

Item 1. Security and Issuer.

The name of the Successor Company is China Information Technology, Inc., a British Virgin Islands company, which has its principal executive offices at 21st Floor, Everbright Bank Building, Zhuzilin, Futian District, Shenzhen, Guangdong, 518040, People’s Republic of China. As a result of the Reorganization, each share of Common Stock held by the Reporting Person has been converted into Ordinary Share on a one-for-one basis and the Reporting Person no longer beneficially owns any Common Stock and instead beneficially owns Ordinary Shares as set forth in Item 5 of this Amendment 7. This Amendment 7 therefore relates to the Ordinary Shares of the Successor Company.

Item 3. Source and Amount of Funds or Other Consideration.

Since the filing of the Amendment No. 6 to the Schedule 13D on March 14, 2012, the Reporting Person had acquired additional 1,829,795 shares of Common Stock of the Predecessor Company for an aggregate purchase price of $1,941,563 as of the close of business on September 10, 2012. Such purchases were funded from the Reporting Person’s personal funds.

Item 4. Purpose of Transaction.

The Reporting Person entered into a Rule 10b5-1/Rule 10b-18 Purchase Plan (the “Purchase Plan”), dated as of March 12, 2012, with Brean Murray, Carret & Co., LLC. Under the Purchase Plan, the Reporting Person agreed to purchase up to $2 million in shares of Common Stock at a maximum price per share of $1.00 and up to 60,000 shares per day. Daily purchases shall be subject to certain limitations, including those required to comply with the safe harbor under Rule 10b-18 of the Exchange Act and the affirmative defenses provided under Rule 10b5-1 of the Exchange Act. The Repurchase Plan was terminated on November 23, 2012.

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CUSIP #: G21174100 Page 4 of 6

Except as set forth in this Schedule 13D, the Reporting Person has made no proposals, and has entered into no agreements, which would be related to or would result in any of the events or matters described in part (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

(a)         As of the date of this Amendment No. 7, the Reporting Person is the beneficial owner of 13,993,150 Ordinary Shares, representing 51.81% of the outstanding Ordinary Shares. The Reporting Person does not own any other securities of the Company.

(b)         The Reporting Person has the sole power to vote and dispose of 13,993,150 Ordinary Shares.

(c)         Since the filing of the Amendment No. 6, the Reporting Person, pursuant to the Purchase Plan, acquired an aggregate of 429,795 shares of Common Stock. A list of the transactions in the Common Stock that were affected by the Reporting Person during such period is attached hereto as Exhibit 99.4.

In addition, on September 10, 2012, the Reporting Person purchased a total of 1,400,000 shares of Common Stock at a price of $1.10 per share in a private purchase from one individual seller, pursuant to a Stock Purchase Agreement, which is attached hereto as Exhibit 99.5. The purchase was made using the Reporting Person’s personal funds.

The above shares of Common Stock were converted into 1,829,795 Ordinary Shares of the Successor Company in connection with the Reorganization on October 31, 2012.

(d)         Other than the Reporting Person, 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.

(e)         Not applicable.

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CUSIP #: G21174100 Page 5 of 6

Item 7. Material to be Filed as Exhibits.

Exhibit No.     Description
99.1 Amended and Restated Unsecured Promissory Note, dated August 16, 2011, issued by the Company to the Reporting Person (incorporated by reference to Exhibit 1 to the Schedule 13D/A filed by the Reporting Person with the Securities and Exchange Commission on August 17, 2011)
99.2 Amended and Restated Rule 10b5-1 Repurchase Plan, dated as of November 24, 2011, among the Reporting Person, the Company and Brean Murray, Carret & Co., LLC (incorporated by reference to Exhibit 2 to the Schedule 13D/A filed by the Reporting Person with the Securities and Exchange Commission on March 14, 2012)
99.3 Rule 10b5-1/Rule 10b-18 Purchase Plan, dated as of March 12, 2012, between the Reporting Person and Brean Murray, Carret & Co., LLC (incorporated by reference to Exhibit 3 to the Schedule 13D/A filed by the Reporting Person with the Securities and Exchange Commission on March 14, 2012)
99.4 List of the Transactions pursuant to the Purchase Plan between June 5, 2012 and August 24, 2012
99.5 Stock Purchase Agreement, dated September 10, 2012, between Cheng Dong Huang and the Reporting Person

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CUSIP #: G21174100 Page 6 of 6

SIGNATURES

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 29, 2013

  /s/ Jiang Huai Lin                         
  Jiang Huai Lin

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EX-99.4 2 exhibit99-4.htm EXHIBIT 99.4 China Information Technology, Inc.: Exhibit 99.4 - Filed by newsfilecorp.com

Exhibit 99.4

Transactions between June 5, 2012 and August 24, 2012*

Trade Date Amount of Shares
Purchased
Weighted Average
Price/Price Per Share ($)
Range of Price ($)
06/05/2012 23,000 0.9348 0.8215-1.00
06/07/2012 650 0.9823 0.98-0.99
06/08/2012 500 1.00 1.00
06/11/2012 1,200 0.9708 0.97-0.9798
06/12/2012 7,926 0.9631 0.96-0.99
06/13/2012 12,160 0.9801 0.93-1.00
06/18/2012 9,086 0.9998 0.99-1.00
06/19/2012 4,700 0.9981 0.9851-1.00
06/20/2012 9,564 0.997 0.97-1.00
06/21/2012 5,133 0.9969 0.99-1.00
06/22/2012 8,793 1.00 1.00
06/25/2012 8,200 0.9978 0.9735-1.00
06/26/2012 2,093 1.00 1.00
06/27/2012 16,000 0.98 0.98
06/29/2012 15,450 0.9998 0.99-1.00
07/03/2012 5,984 1.00 0.99-1.00
07/05/2012 47 1.00 1.00
07/06/2012 3,495 1.00 1.00
07/09/2012 70 1.00 1.00
07/11/2012 2,600 0.9915 0.9801-1.00
07/13/2012 300 0.9772 0.9715-0.98
07/16/2012 3,500 1.00 1.00
07/17/2012 300 1.00 1.00
07/18/2012 1,900 0.9984 0.99-1.00
07/19/2012 6,300 0.9873 0.9602-1.00
07/20/2012 3,118 0.9938 0.975-1.00
07/23/2012 591 1.00 1.00
07/24/2012 3,515 1.00 1.00
07/26/2012 317 1.00 1.00
07/27/2012 3,954 0.9987 0.99-1.00
07/31/2012 1,000 1.00 1.00
08/01/2012 400 1.00 1.00
08/02/2012 6,700 1.00 1.00
08/03/2012 6,700 1.00 1.00
08/07/2012 6,100 0.9872 0.9701-0.99



CUSIP #: G21174100 Page 2 of 2

08/07/2012 6,100 0.816 0.7511-0.85
08/08/2012 6,100 0.8122 0.7606-0.9001
08/09/2012 5,913 0.9088 0.9001-0.95
08/10/2012 6,100 0.9065 0.85-0.915
08/13/2012 21,300 0.8561 0.8505-0.88
08/14/2012 19,562 0.8485 0.84-0.86
08/15/2012 21,300 0.7935 0.7499-0.8396
08/16/2012 21,300 0.8412 0.80-0.8499
08/17/2012 14,425 0.8436 0.83-0.8449
08/20/2012 25,600 0.8325 0.80-0.8449
08/21/2012 25,600 0.8614 0.8399-0.8799
08/22/2012 25,600 0.9096 0.8800-0.9298
08/23/2012 25,600 0.9391 0.93-0.9399
08/24/2012 23,949 0.8691 0.8525-0.8997

--------------------

*The purchases were made pursuant to the Purchase Plan. These shares were purchased in multiple transactions on the open market. The Reporting Person undertakes to provide the Successor Company or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth herein.

2


EX-99.5 3 exhibit99-5.htm EXHIBIT 99.5 China Information Technology, Inc.: Exhibit 99.5 - Filed by newsfilecorp.com

Exhibit 99.5

STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT, dated as of September 10, 2012 (this “Agreement”), between Mr. Cheng Dong Huang (the “Seller”) and Mr. Lin Jiang Huai (the “Purchaser”).

BACKGROUND

The Seller is the owner of 1,400,000 shares of common stock, $0.01 par value per share (the “Shares”), of China Information Technology, Inc., a Nevada corporation (the “Company”). The Purchaser desires to purchase the Shares from the Seller, and the Seller desires to sell the Shares to the Purchaser, on the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the premises and of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Purchaser and the Seller hereby agree as follows:

AGREEMENT

1.          Sale of Shares: Purchase Price. Subject to the terms and conditions set forth herein, the Purchaser hereby agrees to purchase the Shares from the Seller, and the Seller agrees to sell the Shares for a purchase price per share of One Dollar and Ten Cents ($1.10), or an aggregate sale price of $1,540,000 (“Purchase Price”).

2.          Closing.

(a)          The closing (the “Closing”) shall take place on the date of the execution of this Agreement at such time or place as the parties may agree upon.

(b)          At the Closing, the Purchaser shall pay to the Seller the Purchase Price in immediately available funds via wire transfer to the account designated by the Seller.

(c)          Within three (3) business days following the Closing, the Seller shall deliver to the Purchaser a certificate or certificates representing the Shares with all necessary stock transfer stamps, if any are required, affixed thereto, accompanied by an executed stock transfer power duly endorsed in blank with signature guaranteed (or such other signed instrument of transfer acceptable to the Company’s Transfer Agent) and such other documents as may be necessary to effect the transfer of the Shares to the Purchaser free and clear of all liens, claims, charges, security interests, and encumbrances of any kind whatsoever.

3.          Representations and Warranties of Seller. The Seller represents and warrants to the Purchaser that:

(a)          The Seller owns the Shares of record and the Shares are free and clear of all liens, claims, charges, security interests, and encumbrances of any kind whatsoever. The Seller has sole control over such Shares or sole discretionary authority over any account in which they are held. Except for this Agreement, there are no outstanding warrants, options or rights of any kind to acquire from the Seller any of the Shares. Delivery of the Shares by the Seller to the Purchaser in accordance with this Agreement will vest title to all of the Shares in the Purchaser, free and clear of all liens, pledges, encumbrances, claims and equities of every kind.


(b)          The Seller is not currently and has not been during the three month period immediately preceding the date of the Agreement an “affiliate” (as such term is defined by Rule 144 as promulgated under the Securities Act of 1933, as amended (the “Securities Act”)) of the Company. The Seller has not, since acquiring the Shares to be sold by such Seller hereunder, ever granted to any person an option or right to purchase or otherwise acquire such Shares, by contract of sale or otherwise, nor had any “short position in” with respect to such Shares. The Seller has never effected nor attempted to effect any distribution or public offering of such Shares.

(c)          The Seller has full right, power and authority to execute, deliver and perform this Agreement and to carry out the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Seller and constitutes a valid, binding obligation of the Seller, enforceable against the Seller in accordance with its terms (except as such enforceability may be limited by applicable bankruptcy and similar laws affecting the enforcement of creditors’ rights generally and to general equitable principals).

(d)          The Seller has, in connection with the transactions contemplated hereby and all aspects thereof, dealt directly with the Purchaser and has no arrangement or understanding with or obligation to any broker (except with respect to ministerial functions, if any) or other intermediary that would result in the payment of a brokerage fee or other similar remuneration by anyone other than the Seller.

(e)          The Seller acknowledges that the Purchaser may possess material non-public information not known to the Seller regarding or relating to the Purchaser or the Shares, and the Seller acknowledges that it has not requested such information and agrees that the Purchaser shall have no liability whatsoever (and the Seller hereby waives and releases all claims which it would otherwise have) with respect to the non-disclosure of such information either prior to the date hereof or subsequent hereto. The Seller further acknowledges that it is an “accredited investor” within the meaning of Section 2(15) of the Securities Act, and is a sophisticated investor with respect to the Shares, and has independently and without reliance upon the Purchaser made its own analysis and decision to sell the Shares to the Purchaser.

(f)          The Seller makes no representations or warranties with respect to the business, assets, liabilities, operations, condition (financial or otherwise), and prospects of the Company.

4.          Representations and Warranties of the Purchaser. The Purchaser represents and warrants to the Seller that:

2


(a)          The Purchaser has full right, power and authority to execute, deliver and perform this Agreement and to carry out the transactions contemplated hereby. This Agreement has been duly and validly executed by the Purchaser, constitutes a valid obligation of the Purchaser, is legally binding on it and is enforceable against it in accordance with its terms (except as such enforceability may be limited by applicable bankruptcy and similar laws affecting the enforcement of creditors’ rights generally and to general equitable principals).

(b)          The Purchaser is acquiring the Shares for its own accounts (and not for the accounts of others) for investment and not with a view to the distribution or resale thereof. The Purchaser has no agreement or other arrangement with any person to sell, transfer or pledge any part of the Shares which would guarantee the Purchaser any profit or provide any guarantee to the Purchaser against any loss with respect to the Shares.

5.          Survival. The Seller and the Purchaser covenant that their respective representations and warranties contained herein shall be true in all respects as of the Closing date of the sale of the Shares pursuant to this Agreement. All representations and warranties and other agreements made by the Seller and the Purchaser in this Agreement or pursuant hereto shall survive the Closing date until the first anniversary of the date hereof.

6.          Additional Action. Each party shall, upon the request of the other, from time to time, execute and deliver promptly to such other party all instruments and documents of further assurances or otherwise and will do any and all such acts and things as may be reasonably required to carry out the obligations of such party hereunder and to consummate the transactions contemplated hereby.

7.          Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. Nothing expressed or referred to in this Agreement will be construed to give any person other than the parties to this Agreement any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement, except such rights as shall inure to a successor or permitted assignee pursuant to hereto.

8.          Governing Law. This Agreement shall in all respects be governed by the laws of the State of New York without giving effect to the principles of conflicts of law thereof. Any dispute with respect to the interpretation of this Agreement or the rights and obligations of the parties shall exclusively be brought in a proceeding in the United States District Court for the Southern District of New York, or if such court does not have subject matter jurisdiction then in the Supreme Court of the State of New York, County of New York. Each of the parties accepts and consents for itself and its property, generally and unconditionally to the exclusive jurisdiction of such courts and waives the right to object to the jurisdiction or venue of either of such courts and waives the right to claim that such courts are inconvenient forums. Each of the parties specifically states that this Agreement and any disputes as to their meaning or the rights and obligations of the parties shall not be subject to arbitration.

9.          Entire Agreement. This Agreement constitutes the entire arrangement between the parties with respect to the Shares and supersedes all prior agreements, whether written or oral, between the parties with respect to is subject matter. The Agreement cannot be changed, modified, discharged or terminated except by a writing signed by the party against whom enforcement of any change, modification, discharge or termination is sought.

3


10.         Waiver; Remedies Cumulative. The rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither any failure nor any delay by any party in exercising any right, power or privilege under this Agreement or any of the documents referred to in this Agreement will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. To the maximum extent permitted by applicable law, (a) no claim or right arising out of this Agreement or any of the documents referred to in this Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the party with such claim or right; (b) no waiver that may be given by a party will be applicable except in the specific instance for which it is given; and (c) no notice to or demand on one party will be deemed to be a waiver of any obligation of that party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement.

11.         Assignment. The Purchaser may at any time assign its rights and obligations under this Agreement to persons or entities affiliated with the Purchaser. The Seller shall be required to honor any such assignment only after receiving notice thereof from the Purchaser.

12.         Notices. Any notice, demand or other communication to be given hereunder by either party to the other shall be in writing and shall be mailed by certified mail, return receipt requested, or delivered against receipt to the party to whom it is to be given to the address of such party set forth on the signature page hereto (or to such other address as the party shall have furnished in accordance with the provisions of this Section 12). Any notice or other communication given by certified mail shall be deemed given at the time of certification thereof, except for a notice changing a party’s address which shall be deemed given at the time of receipt thereof.

13.         Captions. The captions used in this Agreement are for convenience only and shall not be deemed as, or construed as, a part of this Agreement.

14.         Waiver of Jury Trial. Each party hereby waives, to the fullest extent permitted by law, any right it may have to a trial by jury in respect to any proceeding directly or indirectly arising out of, under or in connection with this Agreement.

15         Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

4


16.         Confidentiality. This Agreement and the terms thereof shall be kept confidential and not disclosed to any person or party (except the respective attorneys of the parties), except as may be required by law.

17.         Advisors. Each Purchaser acknowledges that prior to the execution of this Agreement it had full opportunity to consult with its independent attorneys and advisors as it deemed appropriate and fully understands the nature and scope of its rights and obligations hereunder.

18.         Expenses. Each party shall be responsible for, and pay, its own expenses incurred in connection with the preparation and negotiation of this Agreement and in connection with its performance hereunder.

19.         Counterparts; Facsimile Execution. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument. Facsimile execution and delivery of this Agreement is legal, valid and binding for all purposes.

[Signature Page Follows]

5


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

SELLER:

/s/ Cheng Dong Huang                      
Mr. Cheng Dong Huang

Address:

Room 102, Tianyuan #55
Tianbei 3rd Road, Luohu District
Shenzhen, Guangdong Province
People’s Republic of China

PURCHASER:

/s/ Lin Jiang Huai                                 
Mr. Lin Jiang Huai

Address:

21F, Everbright Bank Building, Zhuzilin, Futian District, Shenzhen China

[Signature Page to Stock Purchase Agreement]