Form 8-K Exhibit 10.1
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SHARE PURCHASE AGREEMENT
This SHARE PURCHASE AGREEMENT (this "Agreement") is made and entered into
this August 23, 2007, by and between Hanqiao Zheng ("Purchaser") and Xxxxxx Xx
("Seller").
RECITALS:
WHEREAS, the Seller is the owner of 8,160,863 shares (the "XXXX Shares") of
ownership interest of China Recycling Energy Corporation, a Nevada Corporation
(the "XXXX");
WHEREAS, the Purchaser is natural person and citizen of the People's
Republic of China;
WHEREAS, the Seller has determined that it is in his best interest to
exchange, subject to the terms and conditions set forth herein, all of his XXXX
Shares with the Purchaser; and
WHEREAS, the Purchaser has determined that it is in his best interests to
purchase all the XXXX shares owned by the Seller,
AGREEMENT:
NOW, THEREFORE, in consideration of the premises and the agreements set
forth herein, the Seller and the Purchaser agree as follows:
ARTICLE I
SHARE EXCHANGE
Section 1.01. The Share Purchase. Subject to the terms and conditions of
this Agreement, the Seller agrees to assign, transfer and deliver to the
Purchaser, at the Closing, all the XXXX shares (8,160,863 Shares) owned by him.
As exchange, Purchaser agrees to pay the Seller, at the Closing, 2,040,215 US
Dollars in cash ( US $ 0.25 per share representing the fair market price of the
XXXX common stocks).
Section 1.02. Execution and Closing. The Share Exchange shall take place at
such other time and place as the Seller and the Purchaser mutually agree upon,
orally or in writing (which time and place is designated as the "Closing"). The
Seller shall deliver to the Purchaser either (i) a certificate or certificates
representing the XXXX Shares or (ii) instruments of assignment or transfer that
shall, in the reasonable opinion of the Purchaser be necessary to transfer the
XXXX Shares to each of the Purchaser. The Purchaser shall also make the full
payment of 2,040,215 US Dollars the Seller by either (i) bank wire transfer or
(ii) check. The Agreement is not deemed executed and the Share Purchase is not
deemed completed until the Purchaser receives the physical certificates
representing the XXXX Shares delivered by the Seller and the Seller receives the
full payment made by the Purchaser.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
Section 2.01. Representations and Warranties of the Purchaser. The
Purchaser represents and warrants to the Seller as follows:
(a) The Purchaser has all power and authority to execute, deliver
and perform this Agreement.
(b) This Agreement is the valid and binding obligation of each of
the Purchaser, enforceable against each of the Purchaser in accordance with its
terms.
(c) The XXXX Shares will be acquired for investment for the account
of the Purchaser, and not as a nominee or agent, and not with a view to the
distribution or public offering thereof. In connection therewith, the Purchaser
confirms that he is neither a U.S Person, as such term is defined in Rule 902(k)
of Regulation S, nor located within the United States, and that the transaction
will be between non-U.S. Persons, and take place outside of the United States.
(d) The Purchaser has not been contacted concerning the acquired
XXXX Shares or the matters set forth in this Agreement by means of any
advertisement or other general solicitation.
(e) The Purchaser understands that (i) the acquired XXXX Shares have
not been registered under either the Securities Act of 1933, as amended (the
"Securities Act") or the securities laws of any state by reason of specific
exemptions therefrom and that such securities may be resold in the United States
without registration under the Securities Act only in certain limited
circumstances.
(f) The Purchaser has access to information relating to the XXXX as
the Purchaser deems necessary to make an informed investment decision in
connection with the acquired XXXX Shares, and except as provided in Section 2.02
below, the Seller is making no representations and warranties concerning the
acquired XXXX Shares or the business of the XXXX.
(g) Each of the Purchaser understands that Regulation S promulgated
under the Securities Act, is available only for offers and sales of securities
outside the United States, and will comply with Regulation S, specifically
complying with the restrictions on re-sale of the securities of Rules 903 (a)
and (b)(3) of Regulation S.
(h) Legends. The Purchaser acknowledges that the XXXX Shares he
acquires will bear the following restrictive legend:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF
ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY
PURCHASING THE SECURITIES, ACKNOWLEDGES THAT SUCH SECURITIES
MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY: (A) TO
THE COMPANY, (B) OUTSIDE THE UNITED STATES IN AN OFFSHORE
TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE
SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL OR
STATE LAWS AND REGULATIONS, (C) INSIDE THE UNITED STATES
PURSUANT TO (I) RULE 144A UNDER THE SECURITIES ACT TO A
PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER THAT IS PURCHASING FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF ONE OR MORE QUALIFIED INSTITUTIONAL
BUYERS TO WHOM WRITTEN NOTICE IS GIVEN THAT THE OFFER, SALE
OR TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (II)
THE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND ANY
APPLICABLE STATE SECURITIES LAWS OR (D) IN A TRANSACTION
THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT
OR ANY APPLICABLE UNITED STATES FEDERAL OR STATE SECURITIES
LAWS, AFTER PROVIDING AN OPINION OF COUNSEL OF RECOGNIZED
STANDING REASONABLY SATISFACTORY TO THE COMPANY TO THAT
EFFECT.
(i) The Purchaser acknowledges that he is aware of his respective
obligations under the Securities Exchange Act of 1934 (the "1934 Act"),
including, but not limited to those filing obligations that are triggered as a
result of the consummation of the sale of the Sale Shares pursuant to Sections
13 and 16 of the 1934 Act, together with filings required to be made by the
Company, under the control of the Purchaser, after the consummation of the sale
of the Sale Shares.
Section 2.02. Representations and Warranties of the Seller. The Seller
represents and warrants to the Purchaser as follows:
(a) The Seller has all power and authority to execute, deliver and
perform this Agreement.
(b) This Agreement is the valid and binding obligation of the
Seller, enforceable against the Sellers in accordance with its terms.
(c) The Seller is the record and beneficial owners of the XXXX
Shares acquired by Purchaser and the XXXX Shares exchanged pursuant to this
agreement have not been assigned, pledged, sold, transferred or otherwise
conveyed.
ARTICLE III
MISCELLANEOUS
Section 3.01. Governing Law; Successors and Assigns. This Agreement shall
be governed and construed in accordance with the law of the State of Nevada and
applicable federal law and shall be binding upon the heirs, personal
representatives, executors, administrators, successors and assigns of the
parties
Section 3.02. Entire Agreement. This Agreement constitutes the entire
agreement of the parties with respect to the subject matter hereof and
supersedes and replaces any prior agreement or understanding between the
Purchaser and the Seller with respect to the transfer of the Sale Shares between
the Seller and the Purchaser.
Section 3.03. Headings. The headings of the Sections of this Agreement are
for convenience and shall not by themselves determine the interpretation of this
Agreement.
Section 3.04. Counterparts. This Agreement may be executed in any number of
counterpart copies, all of which copies shall constitute one and the same
instrument.
Section 3.05. Independent Counsel. The Purchaser and the Seller each
acknowledge that this Agreement has been prepared on behalf of the Seller by
Xxxxxxx & Yam, LLP, counsel to the Seller and that Xxxxxxx & Yam, LLP is not
representing, and is not acting on behalf of, the Purchaser in connection with
this Agreement. The Purchaser have been provided with an opportunity to consult
with their own counsel and their own business, securities and tax advisors with
respect to this Agreement.
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE FOLLOWS
IN WITNESS WHEREOF, the parties hereto have signed this Share Purchase
Agreement as of the date first above written.
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Signature Page for Seller
SELLER
By
/s/Xxxxxx Xx
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Xxxxxx Xx
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Signature Page for Purchaser
PURCHASER
By
/s/Hanqiao Zheng
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Hanqiao Zheng
