STOCK PURCHASE AGREEMENT
THIS
STOCK PURCHASE AGREEMENT (“Agreement”) is made and entered into in duplicate as
of this _____ day of January, 2008, by and between Welwind Energy International
Corporation, a Delaware corporation (the “Company”), and Feng Junyi (the
“Buyer”).
RECITALS
A. The
Company is a corporation duly organized, validly existing and in good standing
pursuant to the laws of the State of Delaware.
B. The
Buyer desires to invest the principal amount of Five Hundred Thousand Dollars
($500,000) with and in the Company and receive, in exchange therefor, as
consideration for that investment, ten million (10,000,000) shares of the
Company’s $.001 par value common stock. Those shares of that common
stock shall be referred to in this Agreement as the “Acquired
Shares”. All dollar amounts specified in this Agreement shall be, and
are, in United States Dollars.
C. The
Company desires to sell and issue to the Buyer the Acquired Shares, and Buyer
desires to purchase from the Company the Acquired Shares, on the terms and
subject to all of the conditions specified in this Agreement.
NOW,
THEREFORE, IN CONSIDERATION OF THE FOREGOING RECITALS, PREMISES, MUTUAL
PROMISES, AGREEMENTS, REPRESENTATIONS AND WARRANTIES HEREIN SPECIFIED, FOR
GOOD
AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY
ACKNOWLEDGED, WITH THE INTENT TO BE OBLIGATED LEGALLY AND EQUITABLY, THE
PARTIES
AGREE WITH EACH OTHER AS FOLLOWS:
1.
Incorporation of
Recitals. The recitals of this Agreement, as specified above,
by this reference, are made a part of this Agreement proper, as specified
completely and specifically at length in this Agreement proper.
2.
Subject Matter of and Consideration for Issue and Sale of Acquired
Shares.
2.1
Issue and Sale of the Acquired
Shares. On the Closing Date, the Company shall issue, sell, assign,
transfer, convey, set over, and deliver to the Buyer, and the Buyer shall
purchase from the Company, all of the Acquired Shares, by delivering or causing
to be delivered to the Buyer at the Closing certificates evidencing and
representing the Acquired Shares.
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2.2 Consideration
for the
Acquired Shares. On the Closing Date, the Buyer shall pay or
cause to be paid to the Company at the Closing the principal amount of Five
Hundred Thousand Dollars ($500,000.00).
3. Closing
and Closing
Date. The closing (the “Closing”) of the transaction
contemplated by the provisions of this Agreement shall occur at
______________________________________, at _________ p.m. on January ____,
2008
(the “Closing Date”), or at such other date, time and place as may be hereafter
agreed upon in writing by the Company and the Buyer.
4.
Representations, Warranties and
Covenants of the Buyer. The Buyer represents, warrants, and
covenants the following, the truth and accuracy of each of which shall
constitute a condition precedent to the obligations of the Company pursuant
to
the provisions of this Agreement:
4.1 The
Buyer’s
Independent Investigation. The Buyer has relied solely upon
such independent investigations made by the Buyer or by the Buyer’s
representatives in making his decision to purchase the Acquired Shares.
4.2
No Determination of Value or
Fairness. The Buyer is aware that no agency has approved or
made any finding or determination regarding the value or fairness of the
purchase of the Acquired Shares or any recommendation or endorsement of the
Acquired Shares.
4.3
The Buyer’s Knowledge and
Experience. The Buyer has the requisite knowledge and
experience to evaluate the relative business aspects and risks, or the Buyer
has
relied upon the advice of experienced advisors with regard to such aspects
and
risks, and other considerations involved in purchasing the Acquired
Shares.
4.4
The Buyer’s Due
Diligence. The Buyer and the Buyer’s counsel or advisors
(collectively, “representatives”) have conducted or have had the opportunity to
conduct such due diligence as the Buyer has, or they, as the case may be,
have,
deemed necessary to complete the Buyer’s evaluation of a purchase of the
Acquired Shares.
4.5
Buyer’s Discussion with
Management. The Buyer and the Buyer’s representatives have had
the opportunity to discuss all material aspects regarding a purchase of the
Acquired Shares with management of the Company or with its authorized agents,
and any and all questions asked have been answered to the full satisfaction
of
the Buyer and the Buyer’s representatives.
4.6
Buyer’s Reasonable Expectation of
Profit. The Buyer is purchasing the Acquired Shares with a
reasonable expectation of an economic profit from such purchase.
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4.7
No Registration
Rights. The Buyer is aware that the Buyer has no right to
require that the Acquired Shares be registered pursuant to the provisions
of the
Securities Act of 1933, as amended (the “Act”). The Buyer is aware
that the Company had no obligation to assist the Buyer in obtaining any
exemption from any registration requirements imposed by applicable law, or
registering or qualifying the Acquired Shares in any
jurisdiction. The Buyer is aware that the Buyer shall be responsible
for compliance with all conditions on transfer imposed by the Securities
and
Exchange Commission or a securities administrator or similar person of any
state, province, or similar jurisdiction.
4.8
Acknowledgement of Restriction
regarding Transferability. The Buyer is aware that there are
substantial restrictions on the transferability of the Acquired
Shares. As the Acquired Shares have not been registered pursuant to
the provisions of the Act, because of the exemption specified by the provision
of Regulation S, the Acquired Shares are “restricted securities” and cannot be
transferred, assigned, sold, or otherwise conveyed in the United States of
America for a period of one year following the date of issuance of the Acquired
Shares. In that regard, the Buyer shall not sell, transfer, assign,
pledge, hypothecate or otherwise dispose of any of the Acquired Shares in
any
manner which would violate the provisions of Regulation S or eliminate the
availability to the Company of the exemption from the registration and
prospectus delivery requirements of the Act, which exemption is specified
by the
provisions of Regulation S. The Buyer is aware that the Buyer shall
be responsible for compliance with all conditions on transfer imposed by
the
provisions of Regulation S and for any expenses incurred by the Company for
legal and accounting services in connection with reviewing such a proposed
transfer and issuing opinions in connection therewith.
4.9
Buyer’s Net
Worth. The Buyer has adequate net worth and means of providing
for the Buyer’s current needs and contingencies to sustain a complete loss of
the Buyer’s investment in the Company at the time of investment, and the Buyer
has no need for liquidity in connection with the Acquired Shares. The
Buyer currently can afford a complete loss of the amount that the Buyer will
pay
for the Acquired Shares.
4.10
[RESERVED]
4.11
Indemnification by the
Buyer. The Buyer shall indemnify and hold harmless the Company, and
respective officers, directors, affiliates, accountants, attorneys, agents,
and
other representatives from and against all damages, losses, costs and expenses
(including reasonable attorneys’ fees) which they may incur by reason of any
breach of any representation, warranty, covenant, or agreement made by you
in
this Agreement in connection with the purchase of the Acquired Shares.
4.12
The Buyer’s Status as a Non-U.S.
Person. The Buyer is not a “U.S. person”, as defined
below. A “non-U.S. person” is any person that is not a “U.S.
Person”. A “U.S. Person” is: (i) any natural person resident in the
United States of America; (ii) any partnership or corporation organized or
incorporated pursuant to the laws of the United States of America; (iii)
any
estate of which any executor or administrator is a U.S. person; (iv) any
trust
of which any trustee is a U.S. person; (v) any agency or branch of a foreign
entity located in the United States of America; (vi) any non-discretionary
account or similar account (other than an estate or trust) held by a dealer
or
other fiduciary for the benefit or account of a U.S. person; (vii) any
discretionary account or similar account (other than an estate or trust)
held by
a dealer or other fiduciary organized, incorporated, or (if an individual)
resident in the United States of America; and (viii) any partnership or
corporation if: (a) organized or incorporated pursuant to the laws of any
foreign jurisdiction; and (b) formed by a U.S. person principally for the
purpose of investing in securities not registered pursuant to the Act, unless
it
is organized or incorporated, and owned, by “accredited investors” (as defined
in Rule 501(a) of Regulation D promulgated pursuant to the Act) who are not
natural persons, estates or trusts.
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5.
Representations, Warranties and
Covenants of the Company. The Company represents, warrants,
and covenants the following, the truth and accuracy of which shall constitute
a
condition precedent to the obligations of the Buyer pursuant to the provisions
of this Agreement:
6.
Obligations at Closing.
6.1 Obligations
of the
Company. On the Closing Date the Company shall deliver or
cause to be delivered to the Buyer certificates signed by the President and
Secretary of the Company and dated as of the Closing Date evidencing and
representing the Acquired Shares.
6.2 Obligations
of
Buyer. On the Closing Date Buyer shall deliver or cause to be
delivered to the Company the principal amount of Five Hundred Thousand Dollars
($500,000.00).
7. Further
Assurances. Each party shall take any and all action
necessary, appropriate or advisable to execute and discharge such party’s
responsibilities and obligations created by the provisions of this Agreement
and
carrying out the intents and purposes of and consummating and closing the
transaction contemplated by the provisions of this Agreement.
8. Expenses.
Each
party shall pay any and all costs and expenses incurred or to be incurred
by
such party in negotiating and preparing this Agreement and effectuating the
intents and purposes of and consummating and closing the transaction
contemplated by the provisions of this Agreement.
9. Assignment. No
party shall have the right, without the consent of the other party, to assign,
transfer, sell, pledge, hypothecate, delegate, or otherwise transfer, whether
voluntarily, involuntarily or by operation of law, any of such party’s rights or
obligations created by the provisions of this Agreement, nor shall the parties’
rights be subject to encumbrance or the claim of creditors. Any such
purported assignment, transfer, or delegation shall be null and void.
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10.
Successors and
Assigns. This Agreement and each of its provisions shall
obligate the heirs, executors, administrators, successors, and assigns of
each
of the parties. Nothing specified in this article, however, shall be
a consent to the assignment or delegation by any party of such party’s
respective rights and obligations created by the provisions of this
Agreement.
11. Execution
in
Counterparts. This Agreement may be prepared in multiple
copies and forwarded to each of the parties for execution. This
Agreement shall become effective when the Company receives a copy or copies
of
this Agreement executed by the parties in the names as those names appear
at the
end of this Agreement. All of the signatures of the parties may be
affixed to one copy or to separate copies of this Agreement and when all
such
copies are received and signed by all the parties, those copies shall constitute
one agreement which is not otherwise separable or divisible.
12.
Captions and
Interpretations. Captions of the sections and paragraphs of
this Agreement are for convenience and reference only, and the works specified
therein shall in no way be held to explain, modify, amplify or aid in the
interpretation, construction, or meaning of the provisions of this
Agreement. The language in all parts to this Agreement, in all cases,
shall be construed in accordance with the fair meaning of that language as
if
prepared by all parties and not strictly for or against any
party. Each party and counsel for such party have reviewed this
Agreement. The rule of construction, which requires a court to
resolve any ambiguities against the drafting party, shall not apply in
interpreting the provisions of this Agreement.
13.
Choice of
Law. All questions concerning the validity, interpretation, or
performance of any of the terms, conditions and provisions of this Agreement
or
any of the rights or obligations of the parties shall be governed by, and
resolved in accordance with, the laws of the State of Delaware, without regard
to conflicts of law principles.
14. Severability. In
the event any part of this Agreement, for any reason, is determined by a
court
of competent jurisdiction to be invalid, such determination shall not affect
the
validity of any remaining portion of this Agreement, which remaining portion
shall remain in full force and effect as if this Agreement had been executed
with the invalid portion thereof eliminated. It is hereby declared
the intention of the parties that they would have executed the remaining
portion
of this Agreement without including such part, parts, or portion which, for
any
reason, may be hereafter determined to be invalid.
15. Waiver
and
Modification. No modification, supplement or amendment of this
Agreement or of any covenant, condition, or limitation specified in this
Agreement shall be valid unless the same is made in writing and duly executed
by
both parties. No waiver of any covenant, condition, or limitation
specified in this Agreement shall be valid unless the same is made in writing
and duly executed by the party making the waiver. No waiver of any
provision of this Agreement shall be deemed, or shall constitute, a waiver
of
any other provision, whether or not similar, nor shall any waiver constitute
a
continuing waiver.
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16. Governmental
Rules and
Regulations. The transaction contemplated by the provisions of
this Agreement are and shall remain subject to any and all present and future
orders, rules and regulations of any duly constituted authority having
jurisdiction of that transaction.
17. Number
and
Gender. Whenever the singular number is used in this Agreement
and, when required by the context, the same shall include the plural, and
vice
versa; the masculine gender shall include the feminine and the neuter
genders, and vice versa; and the word “person” shall include individual,
company, sole proprietorship, corporation, joint venture, association, joint
stock company, fraternal order, cooperative, league, club, society,
organization, trust, estate, governmental agency, political subdivision or
authority, firm, municipality, congregation, partnership, or other form of
entity.
IN
WITNESS WHEREOF the parties have
executed this Stock Purchase Agreement in duplicate and in multiple
counterparts, each of which shall have the force and effect of an original,
effective as of the date specified in the preamble of this Agreement.
a
Delaware corporation
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