Exhibit 99.1 SUBSCRIPTION AGREEMENT Camden Mines Limited 400 Burrard Street Suite 1950 Vancouver, British Columbia Canada V6C 3A6 Dear Sirs: Concurrent with execution of this Agreement, the undersigned (the "Purchaser") is purchasing ________________...Subscription Agreement • April 21st, 2000 • Camden Mines LTD
EXHITIB 10.2 ------------ SHARE PURCHASE AGREEMENT ------------------------Share Purchase Agreement • January 31st, 2005 • Xinhua China LTD • Metal mining • British Columbia
EXHIBIT 10.1 STOCK PURCHASE AGREEMENT ------------------------ THIS AGREEMENT is made and dated for reference effective as of the 16th day of July, 2004. BETWEEN ------- Xianping Wang, an individual with an address for notice and -------------...Stock Purchase Agreement • August 12th, 2004 • Camden Mines LTD • Metal mining • Hong Kong
AMENDED AND RESTATED INVESTOR REGISTRATION RIGHTS AGREEMENTInvestor Registration Rights Agreement • March 29th, 2006 • Xinhua China LTD • Wholesale-miscellaneous nondurable goods • New York
THIS AMENDED AND RESTATED INVESTOR REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 23, 2006, by and among XINHUA CHINA LTD, a Nevada corporation (the “Company”), and the undersigned investors listed on Schedule I attached hereto (each, an “Investor” and collectively, the “Investors”).
SECURITY AGREEMENTSecurity Agreement • December 16th, 2005 • Xinhua China LTD • Wholesale-miscellaneous nondurable goods • New York
THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of November 23, 2005, by and between XINHUA CHINA LTD, a Nevada corporation (the “Company”), and the BUYER(S) listed on Schedule I attached to the Securities Purchase Agreement dated the date hereof (the “Secured Party”). WHEREAS, the Company shall issue and sell to the Secured Party, as provided in the Securities Purchase Agreement dated the date hereof (the “Securities Purchase Agreement”), and the Secured Party shall purchase up to Four Million Dollars ($4,000,000) of two percent (2%) secured convertible debentures (the “Convertible Debentures”), which shall be convertible into shares of the Company’s common stock, par value $.00001 (the “Common Stock”) (as converted, the “Conversion Shares”) in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached to the Securities Purchase Agreement; WHEREAS, to induce the Secured Party to enter into the transaction contemplated by
ESCROW AGREEMENTEscrow Agreement • December 16th, 2005 • Xinhua China LTD • Wholesale-miscellaneous nondurable goods • New York
THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of November 23, 2005 by and between XINHUA CHINA LTD, a Nevada corporation (the “Company”); the Buyer(s) listed on the Securities Purchase Agreement, dated the date hereof (also referred to as the “Investor(s)”), and Gottbetter & Partners, LLP, as Escrow Agent hereunder (“Escrow Agent”).
AMENDED AND RESTATED SECURITY AGREEMENTAmended and Restated Security Agreement • March 29th, 2006 • Xinhua China LTD • Wholesale-miscellaneous nondurable goods • New York
THIS AMENDED AND RESTATED SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of March 23, 2006, by and between XINHUA CHINA LTD, a Nevada corporation (the “Company”), and the BUYER(S) listed on Schedule I attached to the Securities Purchase Agreement dated the date hereof (the “Secured Party”).
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 29th, 2006 • Xinhua China LTD • Wholesale-miscellaneous nondurable goods • New York
THIS AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 23, 2006, by and among XINHUA CHINA LTD, a Nevada corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).
Share Transfer Agreement “Amendment to the agreement dated September 30, 2006”Share Transfer Agreement • February 14th, 2007 • Xinhua China LTD • Wholesale-miscellaneous nondurable goods
Transferor: Xinhua China Ltd. (hereinafter referred to as Party A) Address: PMB 680, 250 H Street, Blaine, Washington, USA 98230 Legal Representative: Xianping Wang Transferee: Beijing Meixinda Science & Trade Development Ltd. (hereinafter referred to as Party B) Address: Rm 202, Bldg F, 8 Beidajie, Chaoyangmen, Dongchengqu, Beijing Legal Representative: Zhaonan Zhou This Agreement is executed in Beijing on December 25, 2006 by Party A and Party B. On February 13, 2001, Beijing Boheng Business Management Ltd. (formerly known as Beijing Dabo Investment Management Ltd. and hereinafter referred to as “Beijing Boheng”) was approved by the Beijing Industry & Commerce Administration Bureau to set up a Company with Chinese capital. In January of 2005, Party A and original shareholders Jianmin Zhou and Hongxing Li signed a Joint Venture Management Contract in Beijing to set up a Joint Venture Company. On May 27 of the same year, the Beijing Industry & Commerce Administration Bur
SHARE PURCHASE AGREEMENT Among: XINHUA CHINA LTD. And: BEIJING BOHENG INVESTMENTS LTD. And: THE SHAREHOLDERS OF BEIJING BOHENG INVESTMENTS LTD. Notice to the Shareholders of Beijing Boheng Investments Ltd.: The shareholders of Beijing Boheng...Share Purchase Agreement • November 10th, 2005 • Xinhua China LTD • Metal mining • British Columbia
XINHUA CHINA ltd., a corporation organized under the laws of the State of Nevada and having an address for notice and delivery located at PMB 680, 250 H Street, Blaine, Washington, USA 98230. (the “Purchaser”);
SHARE PURCHASE AGREEMENTShare Purchase Agreement • May 23rd, 2006 • Xinhua China LTD • Wholesale-miscellaneous nondurable goods • Hong Kong
XINHUA CHINA ltd., a corporation organized under the laws of the State of Nevada and having an address for notice and delivery located at A-11 Chaowai Men Property Trade Center Office Building, No. 26 Chaoyangmen Wai St., Chaoyang District, Beijing, P.R. China 100020. (the “Purchaser”);
IRREVOCABLE TRANSFER AGENT INSTRUCTIONS November 23, 2005Securities Purchase Agreement • December 16th, 2005 • Xinhua China LTD • Wholesale-miscellaneous nondurable goods
Reference is made to that certain Securities Purchase Agreement (the “Securities Purchase Agreement”) of even date herewith by and between Xinhua China Ltd, a Nevada corporation (the “Company”), and the Buyers set forth on Schedule I attached thereto (collectively the “Buyers”) and that certain Escrow Shares Escrow Agreement (the “Escrow Agreement”) of even date herewith among the Company, the Buyers and Gottbetter & Partners, LLP, as escrow agent (the “Escrow Agent”). Pursuant to the Securities Purchase Agreement, the Company shall sell to the Buyers, and the Buyers shall purchase from the Company, convertible debentures (collectively, the “Debentures”) in the aggregate principal amount of Four Million Dollars ($4,000,000), plus accrued interest, which are convertible into shares of the Company’s common stock, par value $.00001 per share (the “Common Stock”), at the Buyers discretion. These instructions relate to the following stock or proposed stock issuances or transfers:
AMENDED AND RESTATED IRREVOCABLE TRANSFER AGENT INSTRUCTIONS March 23, 2006Securities Purchase Agreement • March 29th, 2006 • Xinhua China LTD • Wholesale-miscellaneous nondurable goods
This opinion is furnished to Transfer Agent specifically in connection with the transfer of the Shares, and solely for your information and benefit. This letter may not be relied upon by Transfer Agent in any other connection, and it may not be relied upon by any other person or entity for any purpose without our prior written consent. This opinion may not be assigned, quoted or used without our prior written consent. The opinions set forth herein are rendered as of the date hereof and we will not supplement this opinion with respect to changes in the law or factual matters subsequent to the date hereof.
Void after 5:00 p.m., New York Time on November 23, 2010 Warrant to Purchase 1,035,000 Shares of Common Stock WARRANT TO PURCHASE COMMON STOCK OF XINHUA CHINA LTDXinhua China LTD • December 16th, 2005 • Wholesale-miscellaneous nondurable goods • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE PURSUANT TO THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ARE BEING ISSUED PURSUANT TO RULE 506 OF REGULATION D PROMULGATED UNDER THE SECURITIES ACT. FOR VALUE RECEIVED, Xinhua China Ltd, a corporation organized under the laws of Nevada (the “Company”), grants the following rights to Highgate House Funds, Ltd. and/or its assigns (the “Holder”):
March 23, 2006Xinhua China LTD • March 29th, 2006 • Wholesale-miscellaneous nondurable goods
Xinhua China Ltd. B-26F Oriental Kenzo, No. 48 Dongxhimenwai, Dongcheng District Beijing, P.R. China 100027 Attention: Clement Wu and Xiamnping Wang
ESCROW SHARES ESCROW AGREEMENTEscrow Shares Escrow Agreement • December 16th, 2005 • Xinhua China LTD • Wholesale-miscellaneous nondurable goods • New York
THIS ESCROW SHARES ESCROW AGREEMENT (the “Agreement”) is made and entered into as of November 23, 2005 (the “Effective Date”) by and among HIGHGATE HOUSE FUNDS, LTD. (“Highgate”), XINHUA CHINA LTD, a corporation organized and existing under the laws of the State of Nevada (the “Company”), and GOTTBETTER & PARTNERS, LLP, as escrow agent (“Escrow Agent”).
FORBEARANCE AND SETTLEMENT AGREEMENTForbearance and Settlement Agreement • January 19th, 2007 • Xinhua China LTD • Wholesale-miscellaneous nondurable goods
THIS FORBEARANCE AND SETTLEMENT AGREEMENT (the “Agreement”) is made and entered into effective as of December 29, 2006, between XINHUA CHINA LTD., a Nevada corporation (the “Company”), CORNELL CAPITAL PARTNERS, L.P. (“Cornell”), and HIGHGATE HOUSE FUNDS, LTD. (“Highgate”). Cornell and Highgate are collectively referred to herein as the “Buyers.” All terms not otherwise defined herein shall have the meaning ascribed to them in the Securities Purchase Agreement (as defined below).
