CHINA AUTOPARTS, INC. STOCK PURCHASE AGREEMENT (SEC)Stock Purchase Agreement • February 8th, 2005 • JE Castings Investments LTD • Non-operating establishments • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of January 25, 2005 by and among by and among China Autoparts, Inc., a Delaware corporation (the “Company”), Li Yungao (the “Founder”), Rhohan Holdings Limited, a British Virgin Islands company (“Rhohan”), Chengdu Tonglin Casting Industrial Co., Ltd., a wholly foreign-owned enterprise established under the laws of the People’s Republic of China (the “PRC Subsidiary”) (the Company, Rhohan and the PRC Subsidiary are collectively referred to herein as the “Group Companies” and individually, as a “Group Company”), Double Unity Investments Limited, a British Virgin Islands company (“Double Unity”), and JE Castings Investments Limited, a British Virgin Islands company (the “Investor”).
CHINA AUTOPARTS, INC. RIGHT OF FIRST REFUSAL, CO-SALE AND DRAG ALONG AGREEMENT (SEC)Right of First Refusal, Co-Sale and Drag Along Agreement • February 8th, 2005 • JE Castings Investments LTD • Non-operating establishments • New York
THIS RIGHT OF FIRST REFUSAL, CO-SALE AND DRAG ALONG AGREEMENT (this “Agreement”) is entered into as of February 2, 2005 by and among China Autoparts, Inc., a Delaware corporation (the “Company”), Li Yungao (the “Founder”), Double Unity Investments Limited, a British Virgin Islands company (“Double Unity”), and certain other holders of Common Stock set forth on Exhibit A hereto (together with Double Unity, the “Existing Stockholders”, each individually, an “Existing Stockholder”; collectively with Investor and each other Holder, the “Stockholders” and individually a “Stockholder”) and JE Castings Investments Limited, a British Virgin Islands company (the “Investor” and together with its permitted assigns hereunder, the “Holders” and individually a “Holder”).
CHINA AUTOPARTS, INC. INVESTOR RIGHTS AGREEMENT (SEC)Investor Rights Agreement • February 8th, 2005 • JE Castings Investments LTD • Non-operating establishments • New York
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is entered into as of February 2, 2005 by and among China Autoparts, Inc., a Delaware corporation (the “Company”), Rhohan Holdings Limited, a British Virgin Islands company (“Rhohan”), Chengdu Tonglin Casting Industrial Co., Ltd., a wholly foreign-owned enterprise established under the laws of the People’s Republic of China (the “PRC Subsidiary”) (the Company, Rhohan and the PRC Subsidiary are collectively referred to herein as the “Group Companies” and each individually as a “Group Company”), Double Unity Investments Limited, a British Virgin Islands company (“Double Unity”), and Li Yungao (the “Founder”), and JE Castings Investments Limited, a British Virgin Islands company (the “Investor”).
JOINT FILING AGREEMENTJoint Filing Agreement • February 8th, 2005 • JE Castings Investments LTD • Non-operating establishments
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing, with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below), on behalf of each of them on a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value of $0.0001 per share, of China Autoparts, Inc., a Delaware corporation, and that this Agreement may be included as an exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
