Subscription Agreement
Asian Trends Media Holdings, Inc.
0/X, XXXX XXX XXXXXXXXXX XXXX
XXXXX 2, 70 WING TAI ROAD
CAI WAN, K3 00000
Name of Purchaser _LONDON CASTLE HOLDINGS LIMITED________ (the “Purchaser”)
Registered Address: _P.O. BOX 957, OFFSHORE INCORPORATIONS CENTRE, ROAD TOWN, TORTOLA, BRITISH VIRGIN ISLANDS___________
City: BRITISH VIRGIN ISLANDS_________________________________________
Postal Code: N/A___________________________________________________
Telephone: (000) 000-00000________________________________________
Date: 2nd day of June, 2010 ______________________________________________
Subscription Price: $2,000,018.00 Hong Kong Dollars (13,652,000 Shares purchased at HK$0.1465 per share)
Payment Method: Cheque or T/T_________________________________________________
_/s/ Xxxxx Xxxx Nan__________________________________
Signature of Purchaser
These securities have not been registered under the Securities Act of 1933 (the “U.S. Securities Act”) and may not be offered or sold in the United States or to U.S. persons (other than distributors) unless the securities are registered under the U.S. Securities Act, or an exemption from the registration requirements of the U.S. Securities Act is available. Hedging transactions involving these securities may not be conducted unless in compliance with the U.S. Securities Act.
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The foregoing Subscription is accepted for and on behalf of Asian Trends Media Holdings, Inc.:
| By: | /s/ Zhi Xxxx Xxxx | Date: | 2 June, 2010 |
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1.0
Purchase and Sale of Shares
1.1
The Purchaser subscribes for and agrees to purchase common shares of Asian Trends Media Holdings, Inc., a Nevada corporation (the “Issuer”) in the amount set out above (the “Shares”), to be recorded in the name of the Purchaser at the address set out above.
2.0
Representations, Warranties and Acknowledgements of the Purchaser
The Purchaser acknowledges, represents and warrants as of the date of this Agreement that:
2.1
The Purchaser is (check at least one):
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a director, executive officer or controlling shareholder of the Issuer;
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a close personal friend or close business associate of _____________ an officer or director of the Company;
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a spouse, parent, grandparent, brother, sister or child of a director, executive officer or controlling shareholder of the Issuer;
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a parent, grandparent, brother, sister, or child of a spouse of a director, executive officer or controlling shareholder of the Issuer;
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an accredited investor who has either:
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A corporation with net assets of at least $5,000,000;
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annual income of more than $200,000 (or $300,000 with spouse) in each of the last 2 years and expects to make more than $200,000 (or $300,000 with spouse) this year; or
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alone, or with a spouse, net financial assets worth more than $1,000,000;
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a shareholder of the Issuer (prior to entering into this Agreement); or
R a company of which a majority of the voting securities are beneficially owned by, or a majority of the directors are, persons described above in this section.
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a China resident and has received a copy of the Issuer’s Offering Memorandum and has signed a Risk Acknowledgement;
2.2
The Shares were not offered or distributed to the Purchaser through an advertisement in printed media of general and regular paid circulation, radio, television or the Internet. The Purchaser is relying upon an exemption from registration set forth in Section 4(2) of the Securities Act of 1933.
2.3.
The Purchaser is purchasing the Shares for the Purchaser’s own account for investment purposes only and the Purchaser does not intend to resell the Shares within the next two years.
2.4
No oral representations or oral information furnished to the Purchaser, or relied upon by the Purchaser, in connection with the Purchaser’s purchase of the Shares, were in any way inconsistent with the purchase by the Purchaser.
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2.5
The Purchaser acknowledges that no information furnished prior to incorporation constitutes investment, accounting, legal or tax advice. The Purchaser is relying solely upon itself and its professional advisors, if any, for such advice.
2.6
The Purchaser has relied solely upon its own independent investigation in making a decision to purchase the Shares. The Shares are speculative investments which involve a substantial degree of risk with no assurance of any income from such investments and the possibility that such Shares may become worthless. The Purchaser must therefore be prepared to bear the economic risks for an indefinite period.
2.7
The Purchaser has the legal capacity and competence to enter into and execute this Agreement and to take all actions required by this Agreement.
2.8
The representations, warranties and acknowledgements of the Purchaser contained in this Section will survive the Closing (as defined below).
2.9
The Purchaser certifies that:
(a) the Purchaser is a China person and is not acquiring the securities for the account or benefit of any other person or for future distribution.
(b)
the Purchaser is a Chinese person who purchased securities in a transaction that did not require registration under the U.S. Securities Act.
2.10
The Purchaser agrees not to engage in hedging transaction with regard to the Shares unless in compliance with the U.S. Securities Act.
2.11
The Purchaser is not in the business of underwriting securities. The Purchaser is not purchasing with a view to or for distribution and in the ordinary course of their business and none of the Purchaser have any agreement or understanding with any person to distribute any securities sought to be registered in the future registration statement to be filed under Regulation S-B of the Securities Act of 1933, as amended.
2.12
The Purchaser is not acting as a conduit for the Company. The Purchaser and the Company entered into valid private placements pursuant to Section 4(2) of the Securities Act of 1933, as amended, with each of the Purchaser transactions being at arm’s length negotiations. The purchaser is not currently and has never been an affiliate of the Company.
3.0
Representations, Warranties and Acknowledgements of the Issuer
The Issuer acknowledges, represents and warrants as of the date of this Agreement that:
3.1
It is a valid and existing corporation duly incorporated and is in good standing under the laws of the jurisdiction of Nevada.
3.2
The issuance and sale of the Shares by the Issuer does not and will not conflict with or result in any breach of the terms, conditions, or provisions of its constituting documents or any agreements or instruments to which the Issuer may become a party.
3.3
This Agreement shall constitute a valid and binding obligation of the Issuer upon acceptance of this Agreement by the Issuer or its appointed representative.
3.4
The Shares, when issued, will be fully paid and non-assessable shares of the Issuer and will be issued free and clear of all liens, charges and encumbrances of any kind whatsoever, subject only to the re-sale restrictions under applicable securities laws.
3.5
The existing outstanding shares of the Company are valued at an aggregate amount of HK$12,000,000 as of the date of this Agreement.
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4.0
Restriction of Securities and Disposition
4.1
No registration.
The Purchaser acknowledges and understands that the Shares have not been registered under the U.S. Securities Act or any other securities laws, are not qualified for resale in the U.S., and that the Shares must be held indefinitely until they are registered under the U.S. Securities Act Regulation S-B or an exemption from such registration is available.
4.2
Legending of the Shares.
The Purchaser also acknowledges and understands that the certificates representing the Shares will be stamped with the following legend (or substantially equivalent language) restricting transfer in the following manner:
“The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”) and are Restricted Securities as that term is defined in Rule 144 under the Act, and requires written release from either the issuing company or their attorney prior to legend removal.”
4.3
Disposition under Rule 144.
The Purchaser also acknowledges and understands that:
(a) the Shares are restricted securities within the meaning of Rule 144 of the U.S. Securities Act; and
(b)
the exemption from registration under Rule 144 will not be available in any event for at least one year from the date of purchase and payment of the Shares by the Purchaser, and even then will not be available unless (i) a public trading market then exists for the common stock of the Issuer, (ii) adequate information concerning the Issuer is then available to the public and (iii) other provisions of Rule 144 are complied with.
5.0
Closing
5.1
The Issuer will confirm whether or not the Agreement is acceptable, whereupon the Issuer will deliver to the Purchaser a signed copy of this Agreement (the “Closing”), and within thirty (30) days shall deliver a certificate representing the Shares, registered in the name of the Purchaser.
6.0
Withdrawal of Subscription
6.1
The Purchaser has a three day cancellation right and can cancel this Agreement by sending notice to the Issuer by midnight on the third business day after the Purchaser signs this Agreement.
7.0
Miscellaneous
7.1
Except as expressly provided in this Agreement, this Agreement contains the entire agreement between the parties with respect to the Shares and there are no other terms, conditions, representations or warranties whether expressed, implied, or written by statute, by common law, by the Issuer, by the Purchaser or by anyone else.
7.2
This Agreement shall endure to the benefit of and shall be binding upon the parties to this Agreement and their respective successors and permitted assigns.
7.3
Without the prior written consent of the Asian Trends Media Holdings, inc., the Purchaser shall not, for a period of two years from the date of this Agreement, sell, offer to sell, contract to sell, hypothecate, pledge, grant any option to sell or otherwise dispose of, or file (or participate in the filing of) a registration statement with the Securities and Exchange Commission (the “Commission”) in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, with respect to, any of the Shares purchased herein.
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You have 3 business days to cancel your purchase
To do so, send a notice to Asian Trends Media Holdings, Inc. stating that you want to cancel your purchase. You must send the notice before Midnight on the 3rd business day after you sign the agreement to purchase the securities. You can send the notice by fax or email or deliver it in person to Asian Trends Media Holdings, Inc. at its business address. Keep a copy of the notice for your records.
Asian Trends Media Holdings, Inc.
SUITE, 1902, KODAK HOUSE II, NORTH POINT, HONG KONG.
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Risk Acknowledgement
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I acknowledge that this is a risky investment.
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I am investing entirely at my own risk.
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No securities regulatory authority has evaluated or endorsed the merits of these securities or the disclosure in the offering memorandum.
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I will not be able to sell these securities except in very limited circumstances.
I may never be able to sell these securities.
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I could lose all the money I invest.
I am investing HK$2,000,000 in total; this includes any amount I am obliged to pay in future.
I acknowledge that this is a risky investment and that I could lose all the money I invest.
____2nd June 2010_________
/s/ Xxxxx Xxxx Nan__________________
Date
Signature of Purchaser
___HUANG JIAN NAN_______________
Print name of Purchaser
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