0001144204-08-004317 Sample Contracts

China Water & Drinks Signs Agreement for Private Placement of $50 Million of Convertible Notes
Private Placement Agreement • January 28th, 2008 • China Water & Drinks Inc.. • Bottled & canned soft drinks & carbonated waters

Shenzhen, China - January 25, 2008 -China Water and Drinks, Inc. (OTCBB: CWDK) (“China Water and Drinks” or “the Company”), a leading producer and distributor of bottled water in the People's Republic of China, today announced it has signed an agreement to raise $50 million through a private placement of convertible notes. Investors included Goldman Sachs, Liberty Harbor Master Fund I, L.P., The Pinnacle Fund, L.P. and Pinnacle China Fund, L.P., among others. The net proceeds will be used for acquisitions.

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Contract
Secured Convertible Note • January 28th, 2008 • China Water & Drinks Inc.. • Bottled & canned soft drinks & carbonated waters • New York

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND ACCORDINGLY, MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREUNDER. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

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