SELECTED DEALERS AGREEMENT
Exhibit
1.2
MAXIM
GROUP LLC
000
XXXXXXXXX XXXXXX
XXX
XXXX, XXX XXXX 00000
Dear
Sirs:
1.
Registration under the Securities Act of 1933, as amended (“Act”), of the
1,750,000 Units* of New Asia Partners China Corporation (“Company”), as more
fully described in the Preliminary Prospectus, dated ______________, 2008,
and
in the final prospectus (“Prospectus”) which will be forwarded to you, will
become effective in the near future. We, as the Underwriters, are offering
certain of the Units for purchase by a selected group of dealers (“Selected
Dealers”) on the terms and conditions stated herein.
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Authorized
Public Offering Price:
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$7.00
per Unit.
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Dealers’
Selling Concession:
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Not
to exceed $0.__ per Unit payable upon termination of this Agreement,
except as provided below. We reserve the right not to pay such concession
on any of the Units purchased by any of the Selected Dealers from
us and
repurchased by us at or below the price stated above prior to such
termination.
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Reallowance:
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You
may reallow not in excess of $0.__ per Unit as a selling concession
to
dealers who are members in good standing of the Financial Industry
Regulatory Authority (“FINRA”) or to foreign dealers who are not eligible
for membership in the FINRA and who have agreed (i) not to sell the
Units
within the United States of America, its territories or possessions
or to
persons who are citizens thereof or residents therein, and (ii) to
abide
by the applicable Conduct Rules of the
FINRA.
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*
Plus
the over-allotment option available to the Underwriters to purchase up to an
additional 262,500 Units.
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Delivery
and Payment:
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Delivery
of the Units shall be made on or about ________, 2008 or such later
date
as we may advise on not less than one day’s notice to you, at the office
of Maxim Group LLC, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
or at
such other place as we shall specify on not less than one day’s notice to
you. Payment for the Units is to be made, against delivery, at the
authorized public offering price stated above, or, if we shall so
advise
you, at the authorized public offering price less the dealers’ selling
concession stated above, by wire transfer in Federal (same day) funds
or
by certified or official bank check in New York Clearing House Funds
payable to the order of Maxim Group LLC.
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Termination:
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This
Agreement shall terminate at the close of business on the 30 th
day following the effective date of the Registration Statement (of
which
the enclosed Prospectus forms a part), unless extended at our discretion
for a period or periods not to exceed in the aggregate 30 additional
days.
We may terminate this Agreement, whether or not extended, at any
time
without notice.
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2.
Any of the Units purchased by you hereunder are to be offered by you to the
public at the public offering price, except as herein otherwise provided and
except that a reallowance from such public offering price not in excess of
the
amount set forth on the first page of this Agreement may be allowed as
consideration for services rendered in distribution to dealers that (a) are
actually engaged in the investment banking or securities business; (b) execute
the written agreement prescribed by Rule 2740 of the FINRA Conduct Rules; and
(c) are either members in good standing of the FINRA or foreign banks, dealers
or institutions not eligible for membership in the FINRA that represent to
you
that they will promptly reoffer such Units at the public offering price and
will
abide by the conditions with respect to foreign banks, dealers and institutions
set forth in paragraph 9 below.
3.
You, by becoming a member of the Selected Dealers, agree (a) upon effectiveness
of the Registration Statement and your receipt of the Prospectus, to take up
and
pay for the number of Units allotted and confirmed to you, (b) not to use any
of
the Units to reduce or cover any short position you may have and (c) to make
available a copy of the Prospectus to all persons who on your behalf will
solicit orders for the Units prior to the making of such solicitations by such
persons. You are not authorized to give any information or to make any
representations other than those contained in the Prospectus or any supplements
or amendments thereto.
4.
We may be authorized to over-allot in arranging sales to Selected Dealers,
to
purchase and sell Units, and to stabilize or maintain the market price of the
Units. You agree to advise us at any time and from time to time upon our
request, prior to the termination of this Agreement, of the number of Units
purchased by you remaining unsold by you, and you will, upon our request at
any
such time, sell to us, for our account or the account of one or more of the
Underwriters, such amount of such unsold Units as we may designate, at the
public offering price thereof less an amount to be determined by us not in
excess of the concession to dealers. In the event that prior to the later of
(i)
the termination of this Agreement or (ii) the covering by us of any short
position created by us in connection with the offering of the Units, for our
account or the account of one or more Underwriters, we purchase or contract
to
purchase for our account or the account of any of the Underwriters, in the
open
market or otherwise, any Units theretofore delivered to you, we reserve the
right to withhold the above-mentioned concession to dealers on such Units if
sold to you at the public offering price, or if such concession has been allowed
to you through your purchase at a net price, you agree to repay such concession
upon our demand, plus, in each case, any taxes on redelivery, commissions,
original issue discount, accrued interest and dividends paid in connection
with
such purchase or contract to purchase.
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5.
As contemplated by Rule 15c2-8 under the Securities Exchange Act of 1934, as
amended, we agree to mail a copy of the Prospectus to any person making a
written request therefor during the period referred to in the rules and
regulations adopted under such Act, the mailing to be made to the address given
in the request. You confirm that you have delivered all preliminary prospectuses
and revised preliminary prospectuses, if any, required to be delivered under
the
provisions of Rule 15c2-8 and agree to deliver all copies of the Prospectus
required to be delivered thereunder. We have heretofore delivered to you such
preliminary prospectuses as have been required by you, receipt of which is
hereby acknowledged, and will deliver such further prospectuses as may be
requested by you. You agree to keep an accurate record of your distribution
(including dates, number of copies and persons to whom sent) of copies of the
Prospectus or any preliminary prospectus (or any amendment or supplement to
any
thereof), and promptly upon request by us to bring all subsequent changes to
the
attention of anyone to whom such material shall have been furnished. You agree
to furnish to persons who receive a confirmation of sale a copy of the
Prospectus filed pursuant to Rule 424(b) or Rule 424(c) under the Securities
Act.
6.
You agree that until termination of this Agreement you will not make purchases
or sales of the Units except (a) pursuant to this Agreement, (b) pursuant to
authorization received from us, or (c) in the ordinary course of business as
broker or agent for a customer pursuant to any unsolicited order.
7.
Additional copies of the Prospectus and any supplements or amendments thereto
shall be supplied in reasonable quantity upon request.
8.
The Units are offered by us for delivery when, as and if sold to, and accepted
by, us and subject to the terms herein and in the Prospectus or any supplements
or amendments thereto, to our right to vary the concessions and terms of
offering after their release for public sale, to approval of counsel as to
legal
matters and to withdrawal, cancellation or modification of the offer without
notice.
9.
Upon written application to us, you shall be informed as to the jurisdictions
under the securities or blue sky laws of which we believe the Units are eligible
for sale, but we assume no responsibility as to such eligibility or the right
of
any member of the Selected Dealers to sell any of the Units in any jurisdiction.
We have caused to be filed a Further State Notice relating to such of the Units
to be offered to the public in New York in the form required by, and pursuant
to, the provisions of Article 23A of the General Business Law of the State
of
New York. Upon the completion of the public offering contemplated herein, each
member of the Selected Dealers agrees to promptly furnish to us, upon our
request, territorial distribution reports setting forth each jurisdiction in
which sales of the Units were made by such member, the number of Units sold
in
such jurisdiction, and any further information as we may request, in order
to
permit us to file on a timely basis any report that we as the Underwriters
of
the offering or manager of the Selected Dealers may be required to file pursuant
to the securities or blue sky laws of any jurisdiction.
10.
You, by becoming a member of the Selected Dealers, represent that you are
actually engaged in the investment banking or securities business and that
you
are (a) a member in good standing of the FINRA and will comply with all
applicable rules of the FINRA, including but not limited to FINRA Conduct Rule
2740, or (b) a foreign dealer or institution that is not eligible for membership
in the FINRA and that has agreed (i) not to sell Units within the United States
of America, its territories or possessions or to persons who are citizens
thereof or residents therein; (ii) that any and all sales shall be in compliance
with Rule 2790 of the FINRA’s Conduct Rules; (iii) to comply, as though it were
a member of the FINRA, with Rules 2730, 2740 and 2750 of the FINRA’s Conduct
Rules, and to comply with Rule 2420 thereof as that Rule applies to a non-member
broker or dealer in a foreign country. You represent that neither you nor any
of
your directors, officers, partners, or persons associated with you (as defined
in the By-Laws of the FINRA) nor, to your knowledge, any "related person" (as
defined by the FINRA in its Interpretation Relating to Review of Corporate
Financing, which term includes counsel, financial consultants and advisors,
finders, members of the selling or distribution groups, and any other persons
associated with or related to any of the foregoing) or any other broker-dealer
has had, within the last twelve months, any dealings with the Company or any
controlling shareholders thereof (other than relating to this Agreement) as
to
which documents or information are required to be filed with the FINRA pursuant
to its Interpretation Relating to Review of Corporate
Financing.
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11.
You are not authorized to act as agent for any Underwriter or the Company
in offering the Units to the public otherwise. Neither we not any Underwriter
shall be under any obligation to you except as specifically set forth herein.
Nothing herein shall constitute any members of the Selected Dealers partners
with us or with each other, but you agree, notwithstanding any prior settlement
of accounts or termination of this Agreement, to bear your proper proportion
of
any tax or other liability based upon the claim that the Selected Dealers
constitute a partnership, association, unincorporated business or other separate
entity and a like share of any expenses of resisting any such
claim.
12.
Maxim Group LLC shall be the Managing Underwriter of the offering and
manager of the Selected Dealers and shall have full authority to take such
action as we may deem advisable in respect of all matters pertaining to the
offering or the Selected Dealers or any members of them. Except as expressly
stated herein, or as may arise under the Act, we shall be under no liability
to
any member of the Selected Dealers as such for, or in respect of (i) the
validity or value of the Units (ii) the form of, or the statements contained
in,
the Prospectus, the Registration Statement of which the Prospectus forms a
part,
any supplements or amendments to the Prospectus or such Registration Statement,
any preliminary prospectus, any instruments executed by, or obtained or any
supplemental sales data or other letters from, the Company, or others, (iii)
the
form or validity of the Underwriting Agreement or this Agreement, (iv) the
eligibility of any of the Units for sale under the laws of any jurisdiction,
(v)
the delivery of the Units, (vi) the performance by the Company, or others of
any
agreement on its or their part, or (vii) any matter in connection with any
of
the foregoing, except our own want of good faith.
13.
If for federal income tax purposes the Selected Dealers, among themselves
or with the Underwriters, should be deemed to constitute a partnership, then
we
elect to be excluded from the application of Subchapter K, Chapter 1, Subtitle
A
of the Internal Revenue Code of 1986, as amended, and we agree not to take
any
position inconsistent with such selection. We authorize you, in your discretion,
to execute and file on our behalf such evidence of such election as may be
required by the Internal Revenue Service.
14.
All communications from you shall be addressed to Maxim Group LLC, 000
Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn: [___]. Any notice from us
to
you shall be deemed to have been fully authorized by the Underwriters and to
have been duly given if mailed, telegraphed or sent by confirmed facsimile
transmittal to you at the address to which this letter is mailed. This Agreement
shall be construed in accordance with the laws of the State of New York without
giving effect to conflict of laws. Time is of the essence in this
Agreement.
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If
you
desire to become a member of the Selected Dealers, please advise us to that
effect immediately by facsimile transmission and sign and return to us the
enclosed counterpart of this letter.
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Very
truly yours,
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MAXIM
GROUP LLC
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By:
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We
accept
membership in the Selected Dealers on the terms specified above.
Dated:
___________ __, 2008
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(Selected
Dealer)
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By:
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Name:
Title:
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