0
XXXXXXX 0
XXXXXXXXXX XXXXX PAPER CORPORATION
BROKER'S AGENCY AGREEMENT
Dear Sirs:
1. Xxxxxxxxxx China Paper Corporation (the "Company") is
offering for sale 150,000 shares of Common Stock ("the Shares") at $5.00 a
Share. The offering is a public offering and is being registered on a Form F-1
with the Securities and Exchange Commission and by coordination in Iowa,
Missouri, Georgia, Oklahoma, and, possibly, other states.
2. The Company proposes to sell the Shares both directly
to purchasers and through broker-dealers who are registered with the Securities
and Exchange Commission ("the Commission") as broker-dealers under the
Securities Exchange Act of 1934 ("xxx 0000 Xxx") and are members in good
standing with the National Association of Securities Dealers, Inc. ("NASD").
The Shares are to be offered at a price of $5.00 a Share. Participating
broker-dealers will be entitled to receive commissions equal to 5% of the
proceeds of Shares sold through them and no other compensation or reimbursement
of expenses. The Shares will be offered for a period of 60 days, which period
may be extended an additional 60 days in the discretion of the Company.
3. The Company solicits your firm to participate in this
offering, as an agent, on the terms and conditions set forth in the enclosed
Form F-1 and set forth herein.
4. The Company agrees to indemnify and hold harmless
each participating broker-dealer and each person who controls each
participating broker-dealer within the meaning of Section 15 of the Securities
Act of 1933, and each participating broker-dealer agrees to indemnify and hold
harmless the Company and each person who controls the Company within the
meaning of Section 15 of the Securities Act of 1933, against any and all
losses, claims, damages or liabilities, joint or several, to which they or any
of them may become subject under the Securities Act of 1933 or any other
statute or at common law and to reimburse persons indemnified as above for any
legal or other expenses incurred by them in connection with any litigation,
whether or not resulting in any liability, but only insofar (i) with respect to
the Company's indemnification of the participating broker-dealers and their
controlling persons, as such losses, claims, damages, liabilities and
litigation arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in the
Exhibit 1
Page 1 of 3 Pages
2
Form F-1, any amendment thereto, other written materials furnished by the
Company specifically for use in connection with the sale of the Shares, or any
application or other document filed in order to qualify the Shares under the
Blue Sky Laws of the states where filings were made, or the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, all as of the date of
the prospectus or any amendment to it, and (ii) with respect to the
participating broker-dealers' indemnification of the Company and its
controlling persons, such indemnification shall be the same except it shall be
limited to the extent that such statement or omission was made in reliance upon
information peculiarly within the participating broker- dealers' knowledge and
is furnished in writing to the Company or to the extent that such statements
were made by the participating broker-dealers or their agents and were not
authorized by the prospectus or other written materials furnished by the
Company specifically for use in connection with the sale of the Shares.
5. The participating broker-dealers will not make use of
any written materials other than the prospectus or other written materials
furnished by the Company to the participating broker-dealers specifically for
use in connection with the sale of the Shares.
6. Nothing contained herein shall be deemed to be a
commitment on the part of any participating broker-dealer to sell any of the
Shares.
7. You represent that (i) you are a member in good
standing of the National Association of Securities Dealers and are registered
as a broker-dealer with the Securities and Exchange Commission, (ii) that all
money received from the sale of the securities shall be promptly transmitted to
the Company in accordance with Rule 15c2-4 of the S.E.C., (iii) that because
the offering is subject to no contingency, such as an "all-or-none" offering or
any other contingency whereby all or part of the consideration paid for the
Shares would be refunded to the purchaser, no representations shall be made to
the effect that any such contingency exists, all in accordance with Rule 10b-9
of the SEC, (iv) that you will comply with Rules 2730, 2740, 2420 and 2750 of
the NASD Conduct Rules, (v) that neither you nor any of your associated or
affiliated persons has acquired any unregistered securities of the Company, and
(vi) that there is no contractual or other relationship between you and the
Company other than this agreement.
10. This agreement may be executed in counterpart.
Exhibit 1
Page 2 of 3 Pages
3
Very truly yours,
XXXXXXXXXX CHINA PAPER CORPORATION
By /s/ Xxxxxx Xxx
------------------------------------
Xxxxxx Xxx, Chief Executive Officer
The undersigned hereby agrees to act as an agent of the issuer, in the
public offering of the Shares described above, in accordance with the terms and
conditions set forth above and in the prospectus. The representations set
forth in paragraph 7 above are true. No commitment is given that any of the
securities offered by the Company will be sold by the undersigned.
BIRCHTREE FINANCIAL SERVICES, INC.
Date May 27, 1997 By /s/ Xxxxx Xxxxx
-------------------------------------
Xxxxx Xxxxx, President
Exhibit 1
Page 3 of 3 Pages
