STOCK PURCHASE AGREEMENT
THIS
STOCK PURCHASE AGREEMENT (“Agreement”) is made and entered into in duplicate as
of this 12th day of November 2006, by and among 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 One Million Five Hundred
Thousand Dollars ($1,500,000) with and in the Company and receive, in exchange
therefor, as consideration for that investment, thirty million (30,000,000)
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.
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 One Million Five Hundred Thousand Dollars
($1,500,000.00).
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 November ____, 2006 (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.
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.
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 One Million Five Hundred Thousand Dollars
($1,500,000.00).
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.
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.
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
By:
______________________________ By:
______________________________
Print
Name:
Its:
Chief
Executive Officer
