[EXHIBIT 10.3]
FORM OF SUBSCRIPTION AGREEMENT
SUBSCRIPTION AGREEMENT (this "Subscription Agreement")
dated as of __________________, 200_ between China Renewable
Energy Holdings, Inc., a Florida corporation, with its principal
offices at Suite 802, Beautiful Group Tower, 00-00 Xxxxxxxxx
Xxxx Xxxxxxx, Xxxx Xxxx ("Company") and the undersigned (the
"Subscriber").
WHEREAS, on the terms and subject to the conditions
hereinafter set forth, the Company is offering (the "Offering")
up to 140 units (the "Units") to individuals or entities who
qualify as "accredited investors" as defined in Rule 501 of
Regulation D ("Regulation D") promulgated under the Securities
Act of 1933, as amended (the "Act") or non US-Persons as defined
in Rule 902 of Regulation S promulgated under the Securities Act
at a price per unit equal to US$10,000 (the "Unit Price"). Each
Unit consists of 5,000 shares of common stock of the Company, par
value $.001 per share (the "Common Stock"). The minimum
investment per investor ("Minimum Investment") is one Unit
($10,000), however the minimum investment may be decreased in the
Company's sole discretion. The Offering of the Units is
described in the Confidential Private Placement Memorandum dated
December 10, 2007 (the "Memorandum"). The Company will offer a
maximum of 140 Units, on a "best efforts" basis, for an aggregate
of US$1,400,000 (the "Maximum Amount"). The purchase price is
payable in cash upon subscription. Pending the consummation of a
Business Opportunity, as described in the Memorandum, proceeds
from the sale of the Units will be deposited by the Company in an
escrow account maintained by the Company's counsel, Xxxxxxxxx
Xxxxxxxxxx & Beilly, LLP pursuant to the terms and conditions of
an escrow agreement attached hereto as Exhibit C to the
Memorandum. The Offering will terminate on the earlier of (a) the
sale of all the Units, (b) January 15, 2008 (the "Termination
Date") unless extended at the sole discretion of the Company
without notice to investors for an additional 30 days, or (c) the
date the Company, in its sole discretion, elects to terminate the
Placement. If a Business opportunity is not consummated by
December 31, 2008, the Company will return the subscriptions
without interest thereon or deduction therefrom and no Units will
be sold.
WHEREAS, the Subscriber desires to acquire the shares of
Common Stock in the aggregate amount set forth on the signature
page hereof.
NOW, THEREFORE, for and in consideration of the premises and
the mutual covenants hereinafter set forth, the parties hereto do
hereby agree as follows:
Section 1. Subscription for the Units. On the terms and
--------------------------
subject to the conditions hereinafter set forth, the Subscriber
hereby subscribes for and agrees to purchase from the Company, a
Unit or Units in the amount and for the purchase price set forth
upon the signature page hereof (the "Purchase Price").
Notwithstanding the minimum amount required, the Company reserves
the right to accept subscriptions for lesser amounts. The
Purchase Price is payable by certified or bank check made payable
to "Xxxxxxxxx Xxxxxxxxxx & Beilly LLP IOTA Trust as Escrow Agent
for China Renewable Energy Holdings, Inc." contemporaneously with
the execution and delivery of this Subscription Agreement to the
Company. Following acceptance of all or part of a Subscriber's
subscription and the closing of a Business Opportunity, a stock
certificate will be delivered by the Company to Subscriber within
ten (10) days following the closing of a Business Opportunity.
Section 2. Representations, Warranties and Covenants of
--------------------------------------------
Subscriber. Subscriber hereby represents, warrants and covenants
----------
to the Company that:
2.1 Subscriber recognizes that the purchase of the
Units and the shares of Common Stock involves a high degree of
risk in that (i) an investment in the Company is highly
speculative and only investors who can afford the loss of their
entire investment should consider investing in the Company, the
Units and the shares of Common Stock; (iii) an investor may not
be able to liquidate his investment; (iv) transferability of the
Units and the shares of Common Stock is extremely limited; and
(v) a Subscriber could sustain the loss of his entire investment.
2.2 Subscriber is an "accredited investor" as such
term is defined in Rule 501(a) of Regulation D promulgated under
1
the Securities Act of 1933, as amended (the "Securities Act") or
a non US-Person as such term is defined in Rule 902 of Regulation
S promulgated under the Securities Act, and that he is able to
bear the economic risk of an investment in the Units and the
Common Stock.
2.3 Subscriber has prior investment experience,
including investment in non-listed and non-registered securities,
or has employed the services of an investment advisor, attorney
or accountant to read all of the documents furnished or made
available by the Company both to Subscriber and to all other
prospective investors in the Units and to evaluate the merits and
risks of such an investment on its behalf, and that Subscriber
recognizes the highly speculative nature of this investment.
2.4 Subscriber has received and has fully read and
considered the Memorandum, including, without limitation, the
material set forth under "Risk Factors" and the sections of the
Memorandum describing the terms of the Offering. In evaluating
the suitability of an investment in the Company, Subscriber has
not relied upon any representations or other information (whether
oral or written) received from the Company, its officers,
directors, agents, employees or representatives, except
information set forth in the Memorandum or obtained from the
Company to verify such information. Subscriber has been given the
opportunity to ask questions and receive answers concerning the
terms and conditions of the Offering and to obtain such
additional information as Subscriber deemed necessary for an
investment in the Units.
2.5 Subscriber acknowledges that the Offering may
involve tax consequences and that he must retain his own
professional advisors to evaluate the tax and other consequences
of an investment in the Units.
2.6 Subscriber acknowledges that the Offering has not
been reviewed by the United States Securities and Exchange
Commission (the "SEC") and that the Units are being offered
without registration under the Securities Act in reliance upon
the exemption from registration afforded by Section 4(2) of the
Securities Act and Rule 506 of Regulation D promulgated
thereunder or Regulation S under the Securities Act and without
registration under any state securities laws. Subscriber is
purchasing the Units and the shares of Common Stock for its own
account for the purpose of investment and not with a view to or
for sale in connection with, or for purposes of, any
"distribution" thereof within the meaning of Section 2(11) of the
Securities Act, and no other person has or will have a direct or
indirect beneficial interests in the Units. Subscriber agrees
that it will not sell or otherwise transfer the Units, or shares
of Common Stock without the consent of the Company and will not
sell or otherwise transfer the Units or any shares of Common
Stock unless they are registered under the Securities Act and
applicable state securities laws or unless an exemption from such
registration is available.
2.7 Subscriber understands that the Company has no
obligation to register the Units or shares of Common Stock and
the Company is under no obligation to register any of the shares
of Common Stock, although the Company intends and will use its
best efforts to register the shares purchased in this Offering.
Subscriber further understands that the Company has no obligation
to assist Subscriber in complying with any exemption from the
registration of the Units or any shares of Common Stock.
Subscriber understands that there is no public market for the
Units or shares of Common Stock. The Subscriber understands that
even if a public market exists for the Units or shares of Common
Stock, Rule 144 (the "Rule") promulgated under the Securities Act
requires, among other conditions, a one-year holding period prior
to the resale (in limited amounts) of securities acquired in a
non-public offering without having to satisfy the registration
requirements under the Securities Act. The Subscriber
understands that the Company makes no representation or warranty
regarding its fulfillment in the future of any reporting
requirements under the Securities Exchange Act of 1934, as
amended, or its dissemination to the public of any current
financial or other information concerning the Company, as is
required by Rule 144 as one of the conditions of its
availability. Subscriber agrees to hold the Company and its
directors, officers and controlling persons and their respective
heirs, representatives, successors and assigns harmless and to
indemnify them against all liabilities, costs and expenses
incurred by them as a result of any misrepresentation made by
Subscriber contained herein or any sale or distribution of the
Units or shares of Common Stock by Subscriber in violation of any
securities laws.
2
2.8 Subscriber consents to the placement of one or
more legends on any certificate or other document evidencing the
Units and shares of Common Stock stating that they have not been
registered under the Securities Act or any applicable state
securities laws and setting forth or referring to the
restrictions on transferability and sale thereof.
2.9 Subscriber understands that the Company reserves
the unrestricted right to reject or limit any subscription and to
have one or more closings of the Offering at any time.
Subscriber further understands that the Company shall not have
any obligation to sell any Units to any Subscriber who is a
resident of a jurisdiction in which the sale of Units or shares
of Common Stock to such Subscriber would constitute a violation
of the securities, "blue sky" or other similar laws of such
jurisdiction.
2.10 Subscriber's address set forth on the signature
page hereto is its principal residence if Subscriber is an
individual or its principal business address if Subscriber is a
corporation or other entity.
2.11 Subscriber is not subscribing for the Units as a
result of, or subsequent to, any advertisement, article, notice
or other communication published in any newspaper, magazine or
similar media or broadcast over television or radio, or presented
at any seminar or general meeting.
2.12 Subscriber understands that the Company is relying
upon the truth and accuracy of the representations, warranties
and agreements of Subscriber set forth herein in making its
determination that the offering and sale of the Units is exempt
from registration under the Securities Act and state securities
laws.
2.13 The funds provided for this investment are
either separate property of Subscriber, community property over
which Subscriber has the right of control or are otherwise funds
as to which Subscriber has the sole right of management.
2.14 Subscriber has all requisite legal and other power
and authority to execute and deliver this Subscription Agreement
and to carry out and perform Subscriber's obligations under the
terms of this Subscription Agreement. This Subscription
Agreement constitutes a valid and legally binding obligation of
Subscriber, enforceable in accordance with its terms, subject to
laws of general application relating to bankruptcy, insolvency
and the relief of debtors and rules of law governing specific
performance, injunctive relief or other general principals of
equity, whether such enforcement is considered in a proceeding in
equity or law.
2.15 This Subscription Agreement and the Confidential
Purchaser Questionnaire accompanying this Subscription Agreement
do not contain any untrue statement of a material fact or omit
any material fact concerning Subscriber.
2.16 There are no actions, suits, proceedings or
investigations pending against Subscriber or Subscriber's assets
before any court or governmental agency (nor, to Subscriber's
knowledge, is there any threat thereof) which would impair in any
way Subscriber's ability to enter into and fully perform
Subscriber's commitments and obligations under this Subscription
Agreement or the transactions contemplated hereby.
2.17 The execution, delivery and performance of and
compliance with this Subscription Agreement and the issuance of
the Unit and shares of Common Stock will not result in any
violation of, or conflict with, or constitute a default under,
any of Subscriber's articles of incorporation or by-laws, if
applicable, or any agreement to which Subscriber is a party or by
which it is bound, nor result in the creation of any mortgage,
pledge, lien, encumbrance or charge against any of the assets or
properties of Subscriber or the Unit or shares of Common Stock.
2.18 Subscriber understands that the Units may be
offered through registered broker/dealers licensed by the
National Association of Securities Dealers, Inc. ("NASD") and
commissions not to exceed 10% may be paid to such broker-dealers
3
or other persons who the Company is legally able to pay a
commission.
2.19 Subscriber represents and warrants that Subscriber
has: (i) not distributed or reproduced the Memorandum, in whole
or in part, at any time, without the prior written consent of the
Company, and (ii) kept confidential the existence of the
Memorandum and the information contained therein or made
available in connection with any further investigation of the
Company.
2.21 With respect to the United States Patriot Act:
(i) Subscriber represents, warrants and covenants that
Subscriber:
(A)(I) is subscribing for the Securities for
Subscriber's own account, own risk and own beneficial
interest, (II) is not acting as an agent, representative,
intermediary, nominee or in a similar capacity for any other
person or entity, nominee account or beneficial owner, whether
a natural person or entity (each such natural person or
entity, an "Underlying Beneficial Owner") and no Underlying
Beneficial Owner will have a beneficial or economic interest
in the Securities (whether directly or indirectly, including
without limitation, through any option, swap, forward or any
other hedging or derivative transaction), (III) if it is an
entity, including, without limitation, a fund-of-funds, trust,
pension plan or any other entity that is not a natural person
(each, an "Entity"), has carried out thorough due diligence as
to and established the identities of such Entity's investors,
directors, officers, trustees, beneficiaries and grantors (to
the extent applicable, each a "Related Person" of such
Entity), holds the evidence of such identities, will maintain
all such evidence for at least five years from the date of
Subscriber's resale or other disposition of the Securities,
will request such additional information as the Company may
require to verify such identities as may be required by
applicable law, and will make such information available to
the Company upon its request, and (IV) does not have the
intention or obligation to sell, pledge, distribute, assign or
transfer all or a portion of the Securities to any Underlying
Beneficial Owner or any other person; or
(B)(I) is subscribing for the Units as a record
owner and will not have a beneficial ownership interest in the
Units, (II) is not acting as an agent, representative,
intermediary, nominee or in a similar capacity for one or more
Underlying Beneficial Owners (as defined in (i)(A)(I) above),
and understands and acknowledges that the representations,
warranties and agreements made in this Agreement are made by
Subscriber with respect to both Subscriber and the Underlying
Beneficial Owner(s), (III) has all requisite power and
authority from the Underlying Beneficial Owner(s) to execute
and perform the obligations under the Subscription Agreement,
(IV) has carried out thorough due diligence as to and
established the identities of all Underlying Beneficial Owners
(and, if an Underlying Beneficial Owner is not a natural
person, the identities of such Underlying Beneficial Owner's
Related Persons (to the extent applicable)), holds the
evidence of such identities, will maintain all such evidence
for at least five years from the date of Subscriber's resale
or other disposition of all the Securities, and will make such
information available to the Company upon its request and (V)
does not have the intention or obligation to sell, pledge,
distribute, assign or transfer all or a portion of the
Securities to any person other than the Underlying Beneficial
Owner(s).
(ii) Subscriber hereby represents and warrants that the
proposed investment in the Company that is being made on its own
behalf or, if applicable, on behalf of any Underlying Beneficial
Owners does not directly or indirectly contravene United States
federal, state, local or international laws or regulations
applicable to Subscriber, including anti-money laundering laws (a
"Prohibited Investment").
(iii) Federal regulations and Executive Orders
administered by the U.S. Treasury Department's Office of Foreign
Assets Control ("OFAC") prohibit, among other things, the
engagement in transactions with, and the provision of services
to, certain foreign countries, territories, entities and
individuals. The lists of OFAC prohibited countries,
territories, persons and entities can be found on the OFAC
website at xxx.xxxxx.xxx/xxxx. Subscriber hereby represents and
warrants that neither Subscriber nor, if applicable, any
Underlying Beneficial Owner or Related Person, is a country,
4
territory, person or entity named on an OFAC list, nor is
Subscriber nor, if applicable, any Underlying Beneficial Owner or
Related Person, a natural person or entity with whom dealings are
prohibited under any OFAC regulations.
(iv) Subscriber represents and warrants that neither
Subscriber nor, if applicable, any Underlying Beneficial Owner or
Related Person, is a senior foreign political figure, or any
immediate family member or close associate of a senior foreign
political figure within the meaning of, and applicable guidance
issued by the Department of the Treasury concerning, the U.S.
Bank Secrecy Act (31 U.S.C. 5311 et seq.), as amended, and any
regulations promulgated thereunder.
(iv) Subscriber agrees promptly to notify the Company
should Subscriber become aware of any change in the information
set forth in paragraphs (A) through (D).
(v) Subscriber agrees to indemnify and hold harmless
the Company, its affiliates, their respective directors,
officers, shareholders, employees, agents and representatives
(each, an "Indemnitee") from and against any and all losses,
liabilities, damages, penalties, costs, fees and expenses
(including legal fees and disbursements) (collectively,
"Damages") which may result, directly or indirectly, from
Subscriber's misrepresentations or misstatements contained herein
or breaches hereof relating to subparagraphs (i) through (iv) of
this Section.
(vi) Subscriber understands and agrees that,
notwithstanding anything to the contrary contained in any
document (including any side letters or similar agreements), if,
following Subscriber's investment in the Company, it is
discovered that the investment is or has become a Prohibited
Investment, such investment may immediately be redeemed by the
Company or otherwise be subject to the remedies required by law,
and Subscriber shall have no claim against any Indemnitee for any
form of Damages as a result of such forced redemption or other
action.
(vii) Upon the written request from the Company,
Subscriber agrees to provide all information to the Company to
enable the Company to comply with all applicable anti-money
laundering statutes, rules, regulations and policies, including
any policies applicable to a portfolio investment held or
proposed to be held by the Company. Subscriber understands and
agrees that the Company may release confidential information
about Subscriber and, if applicable, any Underlying Beneficial
Owner(s) or Related Person(s) to any person, if the Company, in
its sole discretion, determines that such disclosure is necessary
to comply with applicable statutes, rules, regulations and
policies.
Section 3. Representations and Warranties of the
-------------------------------------
Company. The Company represents and warrants to the Subscriber
-------
that:
3.1 The Company is a corporation duly organized,
existing and in good standing under the laws of the State of
Florida and has the power to conduct the business which it
conducts and proposes to conduct.
3.2 The execution, delivery and performance of this
Subscription Agreement by the Company have been duly approved by
its Board of Directors and all other actions required to
authorize and effect the offer and sale of the Units have been
duly taken and approved. Upon the acceptance by the Company of
the subscription made hereby, this Subscription Agreement will
constitute a valid and binding obligation of the Company
enforceable against it in accordance with its terms.
Section 4. Miscellaneous.
-------------
4.1 Any notice or other communication required,
permitted or provided for hereunder (each, a "Notice") shall be
effective as between the parties only if given in writing and
sent by (a) personal delivery, (b) registered or certified mail
(return receipt requested); or (c) internationally recognized
express delivery service, to the Company at Suite 802, Beautiful
Group Tower, 00-00 Xxxxxxxxx Xxxx Xxxxxxx, Xxxx Xxxx, and to the
Subscriber at his address indicated on the signature page of this
Subscription Agreement. Notice shall be deemed to have been duly
given and received (i) if personally delivered, on the date of
5
such delivery, (ii) if mailed, on the date set forth on the
return receipt, or (iii) if delivered by express delivery, on the
date of such delivery (as evidenced by the receipt provided to
the express delivery service). If Notice cannot be delivered
because of a changed address of which no Notice was given, or the
refusal to accept delivery, the Notice shall be deemed received
on the date it is sent (as evidenced by the affidavit of the
sender).
4.2 This Subscription Agreement shall be binding upon
and inure to the benefit of the parties hereto and to their
respective heirs, legal representatives, successors and assigns.
This Subscription Agreement sets forth the entire agreement and
understanding between the parties as to the subject matter hereof
and merges and supersedes all prior discussions, agreements and
understandings of any and every nature among them.
4.3 Notwithstanding the place where this Subscription
Agreement may be executed by any of the parties hereto, the
Company and Subscriber hereby: (a) agree that all questions
concerning the construction, validity, enforcement and
interpretation of this Subscription Agreement shall be governed
by and construed and enforced in accordance with the internal
laws of the State of Florida, without regard to the principles of
conflicts of law thereof, and (b) all legal proceedings
concerning the interpretation, enforcement and defense of this
Subscription Agreement shall be commenced in the Courts of the
State of Florida or the courts of the United States of America,
in each case located in Broward County, Florida, and appellate
courts from any thereof (the "Courts"), (c) irrevocably submit to
the exclusive jurisdiction of the Courts for the adjudication of
any dispute hereunder (including with respect to the enforcement
of this Subscription Agreement); (d) irrevocably waive and agree
not to assert in any suit, action or proceeding, any claim that
it is not personally subject to the jurisdiction of any of such
Courts, or that such suit, action or proceeding is improper; (e)
irrevocably waive personal service of process and consents to
process being served in any such suit, action or proceeding by
mailing a copy thereof via registered or certified mail or
overnight delivery (with evidence of delivery) to the other at
the address in effect for notices to it under this Subscription
Agreement and agrees that such service shall constitute good and
sufficient service of process and notice thereof (nothing
contained herein shall be deemed to limit in any way any right to
serve process in any manner permitted by law); and (f)
irrevocably waive, to the fullest extent permitted by applicable
law, any and all right to trial by jury in any legal proceeding
arising out of or relating to this Subscription Agreement or the
transactions contemplated hereby.
4.4 This Subscription Agreement may be executed in
counterparts. Upon the execution and delivery of this
Subscription Agreement by the Subscriber, this Subscription
Agreement shall become a binding obligation of the Subscriber
with respect to the purchase of Units as herein provided;
subject, however, to the right hereby reserved to the Company to
enter into the same agreements with other subscribers and to add
and/or to delete other persons as subscribers.
4.5 If any provision of this Subscription Agreement is
declared by a court of competent jurisdiction to be in any way
invalid, illegal or unenforceable, the balance of this
Subscription Agreement shall remain in effect, and if any
provision is inapplicable to any person or circumstance, it shall
nevertheless remain applicable to all other persons and
circumstances.
4.6 No term or provision contained herein may be
modified, amended or waived except by written agreement or
consent signed by the party or parties to be bound thereby. It
is agreed that a waiver by either party of a breach of any
provision of this Subscription Agreement shall not operate, or be
construed, as a waiver of any subsequent breach by that same
party.
4.7 The parties agree to execute and deliver all such
further documents, agreements and instruments and take such other
and further action as may be necessary or appropriate to carry
out the purposes and intent of this Subscription Agreement.
4.8 All references in this Subscription Agreement to
the "Subscriber" shall include all parties (other than the
Company) who execute this Subscription Agreement. If Subscriber
is a corporation, limited liability company, partnership, trust
or two or more individuals purchasing jointly, Subscriber shall
6
follow the specific instructions for the Certificate of
Corporate, Limited Liability Company, Partnership, Trust and
Joint Purchases at Page 11 hereof.
4.9. Subscriber acknowledges that the subscription made
hereby is not binding upon the Company until the Company accepts
it. The Company has the right to accept or reject this
subscription in whole or in part in its sole and absolute
discretion. If this subscription is rejected in whole, the
Company shall return the Purchase Price to Subscriber, without
interest, and the Company and Subscriber shall have no further
obligation to each other by reason of this Subscription Agreement
or the subscription made hereby. In the event of a partial
rejection of this subscription, a proportionate amount of the
Purchase Price will be returned to Subscriber, without interest.
[Remainder of Page Intentionally Blank, Signature Page Follows]
7
SIGNATURE PAGE FOR INDIVIDUAL INVESTOR
--------------------------------------
IN WITNESS WHEREOF, this Subscription Agreement has been
executed by Subscriber and by the Company on the respective dates
set forth below.
------------------------------- -------------------------------
Signature Signature
(If Units Purchased Jointly)
Name Name
-------------------------- ---------------------------
Please Print Please Print
Address Address
------------------------------- -------------------------------
------------------------------- -------------------------------
Telephone # Telephone #
-------------------- --------------------
Fax # Fax #
-------------------------- --------------------------
Email: Email:
------------------------- -------------------------
Social Security # Social Security #
-------------- --------------
Date: Date:
-------------------------- --------------------------
Amount of Units Subscribed For: $
------------------------
Form of ownership of Units: [ ] JTTEN [ ] JTWROS [ ] JTTIC
Subscription Accepted:
CHINA RENEWABLE ENERGY HOLDINGS, INC.
By:
----------------------------------
Name:
-----------------------------
Title:
----------------------------
Date:
--------------------------------
8
SIGNATURE PAGE FOR PARTNERSHIP, CORPORATION,
LIMITED LIABILITY COMPANY OR TRUST
IN WITNESS WHEREOF, the undersigned has executed this Subscription
Agreement on the date set forth below.
----------------------------------
Name of partnership, corporation,
limited liability company or trust
By: Federal Tax ID Number
-------------------------- ------------
Name:
------------------------
Title: State of Organization
----------------------- ------------
Address:
---------------------
-----------------------------
Telephone:
-------------------
Fax:
-------------------------
Email:
-----------------------
Date:
------------------------
Amount of Units Subscribed For: $
------------------
Subscription Accepted:
CHINA RENEWABLE ENERGY HOLDINGS, INC.
By:
----------------------------------
Name:
-----------------------------
Title:
----------------------------
Date:
--------------------------------
9
SPECIAL SUBSCRIPTION INSTRUCTIONS FOR CORPORATE, PARTNERSHIP,
LIMITED LIABILITY COMPANY, TRUST AND JOINT PURCHASERS
If Subscriber is a corporation, partnership, limited liability
company, trust, or other entity or joint purchaser, the following
additional instructions must be followed. INFORMATION ADDITIONAL
TO THAT REQUESTED BELOW MAY ALSO BE REQUIRED BY THE COMPANY IN
SOME CASES.
1. Certificate. Subscriber must date and sign the Certificate
-----------
below, and, if requested by the Company, Subscriber may also be
required to provide an opinion of counsel to the same effect as
this Certificate or a copy of (a) the corporation's articles of
incorporation, bylaws and authorizing resolution, (b) the
partnership agreement, (c) the limited liability company's
certificate of formation or articles of organization, as
applicable, and limited liability company agreement, operating
agreement or similar agreement governing the rights and
obligations of the members of the limited liability company, or
(d) the trust agreement, as applicable.
2. Subscription Agreement.
----------------------
(a) Corporations. An authorized officer of the corporation
------------
must date, sign, and complete the Subscription Agreement with
information concerning the corporation. The officer should print
the name of the corporation above his signature, and print his
name and office below his signature.
(b) Partnerships. An authorized partner must date, sign,
------------
and complete the Subscription Agreement with information
concerning the partnership. The partner should print the name of
the partnership above his signature, and print his name and the
words "general partner" below his signature.
(c) Limited Liability Companies. An authorized member or
---------------------------
manager must date, sign, and complete the Subscription Agreement
with information concerning the limited liability company. The
member or manager should print the name of the limited liability
company above his signature, and print his name and the word
"member" or "manager" below his signature.
(d) Trusts. In the case of a trust, the authorized trustee
------
should date, sign, and complete the Subscription Agreement with
information concerning the trust. The trustee should print the
name of the trust above his signature, and print his name and the
word "trustee" below his signature. In addition, an authorized
trustee should also provide information requested in the
Subscription Agreement as it pertains to him as an individual.
(e) Joint Ownership. In all cases, each individual must
---------------
date, sign, and complete the Subscription Agreement. Joint
investors must state if they are purchasing the Shares as joint
tenants with the right of survivorship, tenants in common, or
community property, and each must execute the Subscription
Agreement signature page.
10
CERTIFICATE FOR CORPORATE, PARTNERSHIP,
LIMITED LIABILITY COMPANY, TRUST, AND JOINT SUBSCRIBERS
If Subscriber is a corporation, partnership, limited liability
company, trust, joint purchaser, or other entity, an authorized
officer, partner, member, manager or trustee must complete, date
and sign this Certificate.
CERTIFICATE
I hereby certify that:
1. Subscriber has been duly formed is validly and existing and
has full power and authority to purchase the Units and make an
investment in China Renewable Energy Holdings, Inc.
..
2. The Subscription Agreement has been duly and validly
authorized, executed, and delivered by Subscriber and constitutes
the valid, binding, and enforceable obligation of Subscriber.
Date:
---------------------- ----------------------------------
Name of corporation, partnership,
limited liability company, trust
or joint purchases (please print)
----------------------------------
Signature and title of authorized
officer, partner, member, manager,
trustee, or joint purchaser
11
ACCREDITED INVESTOR PROSPECTIVE PARTICIPANT QUESTIONNAIRE
_______________________
**ALL INFORMATION WILL BE HELD IN STRICTEST CONFIDENCE**
INSTRUCTIONS TO THE PROSPECTIVE INVESTOR: This Questionnaire is
----------------------------------------
being sent to each prospective participant that has indicated an
interest in purchasing Units of China Renewable Energy Holdings,
Inc. (the "Company"). The purpose of this Questionnaire is to
assure the Company that each prospective subscriber to its Units
("Subscriber") will meet the standards imposed by Regulation D,
promulgated under the Securities Act of 1933, as amended, the
National Securities Markets Improvement Act of 1966, similar
exemptions provided by the applicable state securities laws and
regulations promulgated there under (the "Securities Laws"),
since the Units will not be registered. Each subscriber must
complete the following Questionnaire.
The information provided will be used to determine whether the
prospective purchaser's Subscription Agreement to purchase Units
will be accepted by the Company in light of the requirements of
Securities Laws. In subscribing for Units and furnishing the
information requested in this Questionnaire, the Subscriber
understands that the Company will rely on the information
provided herein for purposes of such determinations. The
Subscriber understands that a false representation may constitute
a violation of law and that any person who suffers damage as a
result of a false representation may have a claim against the
Subscriber for damages.
The information provided herein by Subscribers will be kept
confidential. However, by signing this Questionnaire, the
Subscriber agrees that the Company may present the completed
document to such parties as it deems appropriate if called upon
to establish the availability under any Securities Laws.
In accordance with the foregoing, the following representations
are hereby made and the following information is furnished by the
undersigned subscriber.
PART A. GENERAL INFORMATION
-----------------------------
NAME(S) OF PROSPECTIVE SUBSCRIBER:
---------------------------------
-------------------------------------------------------------------
Social Security Number or Tax I.D. No.:
----------------------------
PART B. INVESTOR INFORMATION
------------------------------
1. If the prospective Participant is an individual:
(a) Do you have an individual net worth, or joint net
worth with your spouse (including home, automobiles
and furnishings) in excess of $1,000,000?
Yes _______ No _______
(b) (i) Did you have individual income in excess of
$200,000 in each of the two most recent years or
joint income with your spouse in excess of
$300,000 for each of those years?
Yes _______ No _______
(ii) Do you anticipate for this tax year having
individual income in excess of $200,000, or joint
income with your spouse in excess of $300,000?
Yes _______ No _______
12
2. If the prospective Participant is a corporation,
partnership, limited liability company, trust or other entity:
(a) Is the entity an accredited investor within the
meaning of Regulation D of the Securities Act?
Yes _______ No _______
(b) Does the entity, by reason of its own, or of its
management's business or financial experience, have
the capacity to protect its own interests in connection
with an investment in the Units?
Yes _______ No _______
(c) Does the entity have substantial experience in
evaluating and investing in private placement
transactions of securities in entities similar to
the Company so that it is capable of evaluating
the merits and risks of its investment in the
Units?
Yes _______ No _______
3. Have you purchased the Units for investment purposes and not
with a view toward resale or distribution, and will, prior to any
sale or attempted sale of any of the Units, comply with all
requirements of the state and federal securities acts?
Yes _______ No _______
4. Do you understand that Units cannot be readily sold because
there will be no public market for them, that the Units are not
suitable for any investor unless he or she has available personal
liquid assets to provide for financial contingencies and that a
condition to any sale would be the registration of such interests
or the availability of an exception to such registration
requirements?
Yes _______ No _______
5. Is your principal investment objective to secure an economic
profit, determined without regard to any tax benefits which you
may receive?
Yes _______ No _______
6. Do you understand that the Units encompass substantial
risks?
Yes _______ No _______
7. Do you acknowledge that no independent due diligence has
been undertaken except for that performed by yourself and your
purchaser representative, if applicable?
Yes _______ No _______
13
8. Do you understand that no attorney-client relationship has
arisen in connection with this offering between any prospective
Subscriber and counsel to the Company?
Yes _______ No _______
9. (a) Do you plan to use a "Purchaser Representative" to
assist you in analyzing this investment?
Yes _______ No _______
If "Yes", please provide Purchaser Representative's name and
address:
(b) If "No", do you have such knowledge and experience in
financial and business matters that you are capable of
evaluating the merits and risks of this investment?
Yes _______ No _______
I REPRESENT THAT THE ABOVE INFORMATION IS CORRECT. I HEREBY
AUTHORIZE THE COMPANY TO VERIFY SUCH INFORMATION WITH MY
ATTORNEY, BANKER, ACCOUNTANT OR OTHER ADVISORS(S).
Date:
-------------------- ----------------------------
Subscriber's Signature
----------------------------
Subscriber's Signature
14
REPRESENTATIONS AND CERTIFICATE FOR NON "US PERSONS"
Each prospective participant that has indicated an interest in
purchasing Units of Trade Center Development Corp. (the
"Company") and who is a non "U.S. Persons" as that term is
defined in Rule 902 of Regulation S of the Securities Act, needs
to execute a copy of this Certificate.
The undersigned hereby represents and warrants to and agrees with
the Company as follows:
(1) Subscriber is not a U.S. person. As used herein,
"U.S. person" means:
a. Any natural person resident in the United States;
b. Any partnership or corporation organized or
incorporated under the laws of the United States;
c. Any estate of which any executor or administrator
is a U.S. person;
d. Any trust of which any trustee is a U.S. person;
e. Any agency or branch of a foreign entity located in
the United States;
f. 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;
g. 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; and
h. Any partnership or corporation if:
A. Organized or incorporated under the laws
of any foreign jurisdiction; and
B. Formed by a U.S. person principally for the
purpose of investing in securities not
registered under the Act, unless it is
organized or incorporated, and owned, by
accredited investors (as defined in Rule
501(a)) who are not natural persons, estates
or trusts.
In addition, but not limiting the foregoing, the
following are not "U.S. persons":
a. Any discretionary account or similar account
(other than an estate or trust) held for the
benefit or account of a non-U.S. person by a
dealer or other professional fiduciary organized,
incorporated, or (if an individual) resident in
the United States;
b. Any estate of which any professional fiduciary
acting as executor or administrator is a U.S. person if:
c. An executor or administrator of the estate who is not a
U.S. person has sole or shared investment discretion with
respect to the assets of the estate; and
d. The estate is governed by foreign law;
e. Any trust of which any professional fiduciary acting as
trustee is a U.S. person, if a trustee who is not a U.S.
person has sole or shared investment discretion with
respect to the trust assets, and no beneficiary of the
trust (and no settlor if the trust is revocable) is a U.S.
person;
f. An employee benefit plan established and administered in
accordance with the law of a country other than the United
States and customary practices and documentation of such
country;
g. Any agency or branch of a U.S. person located outside the
United States if:
i. The agency or branch operates for valid
business reasons; and
ii. The agency or branch is engaged in the business
of insurance or banking and is subject to
substantive insurance or banking regulation,
15
respectively, in the jurisdiction where located;
and
h. The International Monetary Fund, the International Bank for
Reconstruction and Development, the Inter-American
Development Bank, the Asian Development Bank, the African
Development Bank, the United Nations, and their agencies,
affiliates and pension plans, and any other similar
international organizations, their agencies, affiliates and
pension plans.
(2) At the time Subscriber executed and delivered this
Agreement, Subscriber was outside the United States and
Subscriber's permanent residence is outside of the United States
as of the date of the execution and delivery of this Agreement.
(3) Subscriber is acquiring the Units for its own
account and not on behalf of any U.S. person, and the sale has
not been pre-arranged with a purchaser in the United States.
(4) Subscriber represents and warrants and hereby
agrees that all offers and sales of the Units prior to the
expiration of the restricted period shall only be made in
compliance with the safe harbor contained in Regulation S,
pursuant to registration of the Securities under the 1933 Act or
pursuant to an exemption from registration, and all offers and
sales after the restricted period shall be made only pursuant to
such a registration or to such exemption from registration.
(5) The Units have not been registered under the 1933
Act and may not be offered or sold in the United States or to or
for the account or benefit of a U.S. person (other than
distributors as defined in Regulation S) during the restricted
period unless the Units are registered under the 1933 Act or an
exemption from the registration requirements is available. The
certificate(s) evidencing the shares of Common Stock will contain
a legend to such effect.
I REPRESENT THAT THE ABOVE INFORMATION IS CORRECT. I HEREBY
AUTHORIZE THE COMPANY TO VERIFY SUCH INFORMATION WITH MY ATTORNEY,
BANKER, ACCOUNTANT OR OTHER ADVISORS(S).
Date:
-------------------- ----------------------------
Subscriber's Signature
----------------------------
Subscriber's Signature
16
