PRE-INCORPORATION AGREEMENT
Exhibit
10.1
Agreement
made as of this 20 day of March, 2009, by and among ZHU,
Mingzi (“Zhu”), HHM International, Inc. (“HHM”), a company
incorporated in British Virgin Islands, and Xxxxx X. Xxxxxxxx,
Trustee of the Xxxxx X. Xxxxxxxx P.C. Defined Benefit Plan (“Xxxxxxxx,” and,
together with Zhu and HHM, the “Parties”).
W I T N E S S E T
H:
WHEREAS,
the Parties desire to form a corporation in the United States with the intention
of conducting business and making acquisitions in the Peoples’ Republic of China
(the “PRC”); and
WHEREAS,
the parties desire to provide for the equity ownership of such corporation and
the initial officers and director of the corporation;
WHEREFORE,
the Parties do hereby agree as follows:
1. The
Parties agree that they will form a corporation under the laws of the State of
Delaware to be named NewTech Enterprise Management, Inc. or such other name as
may be acceptable to Zhu. Such corporation is referred to as the
“Company.”
2. Upon the
formation of the Company, Zhu will be the sole director and he will be elected
as chief executive officer.
3. Initially
the stock in the Company will be held as follows: Zhu and his
designees – 96%, HHM – 2%, Xxxxxxxx – 2%. The shares held by Zhu and
his designees shall include any stock that is issued by the Company pursuant to
a Form S-1 or other registration statement under the United States Securities
Act of 1933, as amended. The shares to be issued to the Parties are
referred to as the “Shares.”
4. The
Parties shall pay the following consideration for their Shares:
Zhu – XXX 000
XXX – XXX 700
Xxxxxxxx – $100
5. Until the
Company completes a registered offering in the United States, no physical
certificates shall be issued with respect to the Shares. The
ownership of the Shares will be reflected in a book entry.
6. Until the
Company completes the first acquisition and any financing in connection with or
relating to the first acquisition, any shares of capital stock that are issued
(including shares that are issued or issuable upon conversion of preferred stock
or warrants or other convertible securities) shall reduce the percentage of the
shares held by Zhu and his designees. Thereafter, all shares will be
diluted proportionately.
7. Each
Party represents that he is an accredited investor, as defined in Rule 501 of
the United States Securities and Exchange Commission, that he is acquiring the
Shares for his own account (which, in the case of Xxxxxxxx is for the account
the Xxxxx X. Xxxxxxxx P.C. Defined Benefit Plan) and not with a view to the sale
or distribution of the Shares (without prejudice to any sale pursuant to Rule
144 of the Commission), that such Party understands that the Shares are
restricted securities, as defined in said Rule 144, and may not be sold except
pursuant to an effective registration statement or an exemption from
registration and that the certificates for the Shares will bear the Company’s
standard investment legend, and the such Party has no registration rights with
respect to the Shares.
8. Zhu and
HHM each represents that he is not a U.S. Person, as defined in Regulation S of
the SEC and he is not acquiring the shares as a result of, and will not itself
engage in, any “directed selling efforts” (as defined in Regulation S) in the
United States in respect of the Shares which would include any activities
undertaken for the purpose of, or that could reasonably be expected to have the
effect of, conditioning the market in the United States for the resale of the
Shares; provided, however, that they may sell or otherwise dispose of
the Shares pursuant to registration thereof under the Securities Act and any
applicable state securities laws or under an exemption from such registration
requirements.
9. The
Parties understand that Xxxxxxxx, in his individual capacity is of counsel to,
laws firms that will perform legal services for the Company, and that the
Company will pay such firms for legal services in accordance with agreements
with such firms.
IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the date and
year first aforesaid.
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Address, e-mail and fax
number
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Signature
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Room
901
Xx.
0 Xxxx 000 Xxxx Xxxxxxx Xxxx
Xxxxxxxx,
PRC
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/s/ Zhu Mingzi
ZHU,
Mingzi
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CitiGroup
Tower 14/F
33
Hua Yuan Shi Qiao Road
Shanghai
Pudong New Area
PRC,
200120
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HHM
INTERNATIONAL, INC.
By: /s/ Xxxxxx Xxxxx
Xxxxxx Xxxxx, Owner
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00
Xxxxxxxx; 00xx
xxxxx
Xxx
Xxxx, Xxx Xxxx 00000
e-mail:
xxxxxxxxx@xxxx.xxx
fax:
(000) 000 0000
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XXXXX
X. XXXXXXXX P.C. DEFINED BENEFIT PLAN
By: /s/ Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx, Trustee
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