6,000,000 Units China Resources Development Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • May 6th, 2011 • China Resources Development Inc. • Blank checks • New York
China Resources Development Inc., an exempted company formed under the laws of the Cayman Islands (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representative (the “Representative”) an aggregate of 5,000,000 units (the “Firm Units”), with each unit consisting of one of the Company’s ordinary shares, $0.001 par value (the “Ordinary Shares”), and one warrant (“Warrant”) to purchase one Ordinary Share. The respective amounts of Firm Units to be so purchased by each of the several Underwriters are set forth opposite their respective names in Schedule I hereto. The Company also proposes to sell, at the Underwriters’ option (“Over-allotment Option”), an aggregate of up to 750,000 additional units of the Company (the “Option Units”) as set forth below. The terms of the Warrants are provided for in the form of a Warrant Agreement (as defined herein).
WARRANT AGREEMENTWarrant Agreement • May 6th, 2011 • China Resources Development Inc. • Blank checks • New York
WHEREAS, the Company has received binding commitments from its officers to purchase an aggregate of 6,000,000 warrants (the “Private Placement Warrants”) pursuant to Subscription Agreements dated as of ________, 2011 (the “Subscription Agreements”); and
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 6th, 2011 • China Resources Development Inc. • Blank checks • New York
This Agreement is made as of ___________, 2011 by and between China Resources Development Inc. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
Re: Initial Public OfferingLetter Agreement • May 6th, 2011 • China Resources Development Inc. • Blank checks
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between China Resources Development Inc., a Cayman Islands exempted company (the “Company”), and Lazard Capital Markets LLC, as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”) of 5,000,000 of the Company’s units (the “Units”), each comprised of one of the Company’s ordinary shares, par value $0.001 per share (the “Ordinary Shares”), and one warrant exercisable for one Ordinary Share (each, a “Warrant”). The Units shall be sold in the Offering pursuant to a registration statement on Form S-1 (“Registration Statement”) and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”) and shall be quoted and traded on the NASDAQ Stock Market. Certain capitalized terms used herein are defined in parag
SHARE ESCROW AGREEMENTShare Escrow Agreement • May 6th, 2011 • China Resources Development Inc. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of ________, 2011 (“Agreement”), by and among CHINA RESOURCES DEVELOPMENT INC., a Cayman Islands company (“Company”), SENG LEONG LEE, GLOBAL STRATEGIC PARTNERS LIMITED, WING KAI HO, XIAONA MA, MAOZHEN SANG, JOHN F. AMBRUZ, PAUL BERNARDS, PIETER VAN ASWEGEN, SHAONAN XING, QIAOLIAN WANG and DENIS WORRALL (collectively “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
