Unassociated Document


    
      Exhibit
10.1

    

     

    AURUM
EXPLORATIONS, INC.

    


    STOCK
PURCHASE AGREEMENT

    


    


    This
Stock Purchase Agreement (“Agreement”) is made as October
27, 2010 by and between Aurum Explorations, Inc., a Nevada corporation (the
“Company”), and Yau-sing
Tang, an individual with a business address of Suite 903, Allied Kajima
Building, 138 Gloucester Road, Wanchai, Hong Kong (the “Purchaser”).

    


    


    AGREEMENT

    


    It is
agreed as follows:

    


    1. PURCHASE AND SALE OF SHARES.

     

    1.1 Purchase and
Sale.  In reliance upon the representations and warranties of
the Company and Purchaser contained herein and subject to the terms and
conditions set forth herein, at the Closing, the Purchaser shall purchase, and
the Company shall sell and issue to Purchaser, three million three hundred
twenty-six thousand nine hundred (3,326,900) shares (the “Shares”) of its common stock,
par value $0.001 per share (the “Common Stock”), in exchange
for the cancellation of a preexisting debt of the Company to the Purchaser of
$33,269 (the “Debt”).

     

    2. CLOSING.

     

    2.1 Date and
Time.  The closing of the sale of Shares contemplated by this
Agreement (the “Closing”) shall occur upon
satisfaction of the conditions set forth in Sections 2.2 and 2.3
below.  

     

    2.2 Deliveries by
Purchaser.  The Purchaser shall deliver the following at the
Closing:

     

    2.2.1 an
executed copy of this Agreement.

     

    2.2.2 An
executed Debt Waiver instrument made by the Purchaser in favor of the Company in
the full amount of the Debt (the “Debt Waiver”), which Debt
Waiver shall be submitted as payment of the purchase price hereunder (the “Purchase
Price”).

     

    2.3 Deliveries by
Company.  At the Closing, or as soon thereafter as practicable,
the Company will deliver the following to the Purchaser:

     

    2.3.1 the
certificate(s) representing the Shares purchased by Purchaser, with each such
Share being in definitive form and registered in the name of the Purchaser or
the Purchaser’s nominee, against delivery to the Company by the Purchaser of the
items set forth in paragraph 2.2 above.  Any instructions for
registration of the Shares in a name other than that of the Purchaser shall
require such registered owner to affirm the Purchaser’s warranties and
representations and covenants set forth herein.

     

    3. REPRESENTATIONS AND WARRANTIES OF THE
COMPANY.

     

    As a
material inducement to the Purchaser to enter into this Agreement and to
purchase the Shares, the Company represents and warrants that the following
statements are true and correct in all material respects as of the date hereof
and will be true and correct in all material respects at Closing, except as
expressly qualified or modified herein.

     

     

    
      
         

      

      
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    3.1 Organization and Good
Standing.  The Company is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Nevada and has
full corporate power and authority to enter into and perform its obligations
under this Agreement.  

     

    3.2 Validity of
Transactions.  This Agreement, and each document executed and
delivered by the Company in connection with the transactions contemplated by
this Agreement, have been duly authorized, executed and delivered by the Company
and is each the valid and legally binding obligation of the
Company.

     

    3.3 Valid Issuance of
Shares.  The Shares that are being issued to Purchaser
hereunder, when issued, sold and delivered in accordance with the terms hereof
for the consideration expressed herein, will be duly and validly issued, fully
paid and nonassessable and free of restrictions on transfer, other than
restrictions on transfer under this Agreement and under applicable federal and
state securities laws, and will be free of all other liens and adverse
claims.

     

    3.4 No
Violation.  The execution, delivery and performance of this
Agreement will not violate any law or any order of any court or government
agency applicable to the Company, as the case may be, or the Articles of
Incorporation or Bylaws of the Company.

    


    4. REPRESENTATIONS AND WARRANTIES OF THE
PURCHASER.

     

    The
Purchaser hereby represents, warrants and covenants with the Company as
follows:

    


    4.1 Capacity.  The
Purchaser has the requisite capacity to enter into this Agreement and the Debt
Waiver, to purchase the Shares hereunder, and to carry out and perform its
obligations under the terms of this Agreement and the Debt Waiver.

     

    4.2 Due Execution.  This Agreement and the Debt Waiver have been duly
executed and delivered by the Purchaser, and, upon due execution and delivery by
the Company, this Agreement and the Debt Waiver will be valid and binding
agreements of the Purchaser.

     

    4.3 Access to
Information.  The Purchaser has been given full and complete
access to the Company for the purpose of obtaining such information as the
Purchaser or its qualified representative has reasonably requested in connection
with the decision to purchase the Shares.  The Purchaser has been
afforded the opportunity to ask questions of the officers of the Company
regarding its business prospects and the Shares, all as the Purchaser or its
qualified representative have found necessary to make an informed investment
decision to purchase the Shares.

     

    4.4 No 1933 Act
Registration.  The Purchaser has been advised that the Shares
have not been registered under the 1933 Act or applicable state securities laws
and that the Shares are being offered and sold pursuant to Regulation S
under the 1933 Act and that the Company’s reliance upon Regulation S is
predicated in part on the Purchaser’s representations as contained
herein.

     

    4.5 Investment
Intent.  The Purchaser is acquiring the Shares for the
Purchaser’s own account, not as a nominee or agent, for investment and not with
a view to or for resale in connection with any distribution or public offering
thereof within the meaning of the 1933 Act, except pursuant to an effective
registration statement under the 1933 Act and the Purchaser has no present
intent of selling or otherwise distributing the Shares, except in compliance
with applicable securities laws.

     

    
      
         

      

      
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    4.6 Non U.S.
Person.  The Purchaser hereby certifies that he is not a U.S.
Person (as defined in Regulation S) and is not acquiring the Shares for the
account or benefit of any U.S. Person.  At the time of the origination
of contact concerning this Agreement, and at the date of execution and delivery
of this Agreement, the Purchaser was outside the United States, its territories
and possessions.

     

    4.7 Transfer
Restrictions.  The Purchaser shall not attempt to have
registered any transfer of the Shares not made in accordance with the provisions
of Regulation S.  In addition to any other  restrictions on
transfer set forth in this Agreement, the Purchaser agrees to transfer the
Shares only in accordance with the provisions of Regulation S, pursuant to
registration under the Securities Act, or  pursuant  to an
available exemption from registration, and in accordance with any applicable
state securities laws, and not to engage in hedging transactions with regard to
the Shares unless in compliance with the Securities Act. Unless so registered or
exempt therefrom, such transfer restrictions shall include but not be limited
to, and the Purchaser covenants the following:

    


                               (i)
The Purchaser shall not sell the Shares publicly or privately, or through any
short sale, or other hedging transaction to any U.S. Person, whether directly or
indirectly, or for the account or benefit of any such U.S. Person for the
restricted period mandated by Regulation S after the purchase of the Shares
unless registered or exempt from registration;

    


                               (ii)
Any other offer or sale of the Shares shall be made only if (A) during the
restricted period any subsequent purchaser certifies in writing that it is not a
U.S. Person and is not acquiring the Shares for the account or benefit of any
U.S.  Person, or (B) after the restricted period the Shares are
purchased in a transaction that did not require registration under the
Securities Act and applicable Blue Sky laws; and

    


                               (iii)
Any  transferee  of the Shares who acquires the Shares
during the Regulation S restricted  period shall agree in writing to
resell the Shares only in accordance with the
provisions  of  Regulation  S, pursuant
to  registration  under the Securities Act, or pursuant to
an available exemption from registration.

     

    4.8 Directed Selling
Efforts.  Neither the Purchaser, its affiliates or any person
acting on behalf of the Purchaser or any such affiliates has engaged, or will
engage, in any Directed Selling Efforts (as defined in Regulation S under
1933 Act with respect to the Shares or any distribution, as that term is used in
the definition of Distributor in Regulation S under the 1933 Act, with
respect to the Shares.

     

    4.9 No
Solicitation.  Neither the Company nor any person acting on its
behalf made to the Purchaser or any person acting on its behalf in the United
States any statement conveying a purpose or intent to sell the Shares to the
Purchaser.  The Purchaser was outside the United States, its
territories, and possessions at the time of the execution of this
Agreement.

     

    4.10 No Market
Conditioning.  Neither the Purchaser, any affiliate of the
Purchaser, nor any person acting on their behalf has undertaken or carried out
any activity for the purpose of, or that could reasonably be expected to have
the effect of, conditioning the market in the United States, its territories or
possessions, for any of the Shares.

     

    4.11 No
Scheme.  The transactions contemplated by this
Agreement:

     

    (a)           have
not been pre-arranged with a purchaser located in the United States, its
territories or possessions, or who is a U.S. Person; and

     

    (b)           are
not part of a plan or scheme to evade the registration provisions of the 1933
Act.

     

    
      
         

      

      
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    4.12 No
Nominee.  The Purchaser is purchasing the Shares for its own
account for the purpose of investment and not (A) with a view to, or for
sale in connection with, any distribution thereof, or (B) for the account
of or on behalf of any U.S. Person.

     

    4.13 No
Groups.  The Purchaser is not an entity or group that has been
formed principally for the purpose of investing in securities not registered
under the 1933 Act.

     

    4.14 Legend.  The
Purchaser understands that the Shares have not been registered under the 1933
Act and may not be transferred or resold except pursuant to an effective
registration statement or exemption from registration and each certificate
representing the Shares will be endorsed with the following legend:

     

    “THE
SECURITIES ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED
IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”))
AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED
UNDER THE SECURITIES ACT.”

     

    “TRANSFER
OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO
AVAILABLE EXEMPTION FROM REGISTRATION.  HEDGING TRANSACTIONS MAY NOT
BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”

     

    4.15 Stop
Transfer.  The Purchaser agrees that the Company shall refuse
to register any transfer of the Shares not made in accordance with Regulation S,
pursuant to registration under the 1933 Act, or pursuant to an exemption from
registration under the 1933 Act, and that the Company may place a stop transfer
order with its registrar and stock transfer agent (if any) covering all
certificates representing the Shares.

     

    4.16 Economic
Risk.  The Purchaser can bear the economic risk of an
investment in the Shares, including the total loss of such
investment.

     

    4.17 Suitability.  The
Purchaser believes, in light of the information provided in this Agreement, the
purchase of the Shares pursuant to the terms of this agreement is an appropriate
and suitable investment for the Purchaser.

     

    4.18 Investment Knowledge and
Experience.  The Purchaser is experienced and knowledgeable in
financial and business matters, capable of evaluating the merits and risks of
purchasing the securities offered herein by the Company.

     

    4.19 Non-Contravention.  The
purchase of the Shares by the Purchaser does not contravene any of the
applicable securities legislation in the jurisdiction in which the Purchaser
resides and does not trigger:  (i) any obligation to prepare and file
a prospectus or similar document or any other report with respect to the
purchase, or (ii) any registration requirement or other securities compliance
obligation on the part of the Company.

     

    
      
         

      

      
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    5. MISCELLANEOUS.

     

    5.1 Governing Law.  This Agreement shall be governed by and construed under
the laws of the State of Nevada.

     

    5.2 Successors and
Assigns.  Except as otherwise expressly provided
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors, and administrators of the
parties hereto.

     

    5.3 Entire Agreement.  This Agreement and the other documents delivered
pursuant hereto constitute the full and entire understanding and agreement among
the parties with regard to the subjects hereof and no party shall be liable or
bound to any other party in any manner by any representations, warranties,
covenants, or agreements except as specifically set forth herein or
therein.  Nothing in this Agreement, express or implied, is intended
to confer upon any party, other than the parties hereto and their respective
successors and assigns, any rights, remedies, obligations, or liabilities under
or by reason of this Agreement, except as expressly provided
herein.

     

    5.4 Notices.  All notices and other communications required or
permitted hereunder shall be in writing and shall be effective when delivered
personally, or sent by telex or telecopier (with receipt confirmed), provided
that a copy is mailed by registered mail, return receipt requested, or when
received by the addressee, if sent by Express Mail, Federal Express or other
express delivery service (receipt requested) in each case to the appropriate
address set forth below:

                                                                   

    
      	 
      	 
      	 
      
	 
      	
              If
      to the Company:  

            	
               Inc.
      Plan of Nevada

              613
      Saddle River Court

              Henderson,
      NV  89001

            
	 
      	 
      	 
      
	 
      	
              If
      to the Purchaser:

            	
              Suite
      903, Allied Kajima Building

              138
      Gloucester Road, Wanchai, Hong Kong

            


    

    


    5.5 Faxes and
Counterparts.  This Agreement may be executed in one or more
counterparts.  Delivery of an executed counterpart of the Agreement by
facsimile transmission shall be equally as effective as delivery of an executed
hard copy of the same.  

      

    [Signature
page follows]

     

    
      
         

      

      
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    IN WITNESS WHEREOF, the
parties have executed this Agreement as of the date first set forth
above.

     

    
 

    
      
        	 	THE
      PURCHASER:	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ 	 
	 	 	YAU-SING
      TANG	 
	 	 	 	 
	 	 	 	 


      

      
        	 	THE
      COMPANY:	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ 	 
	 	 	Yau-sing
      Tang	 
	 	 	Chief
      Executive Office	 
	 	 	 	 


      

    

     

    
      
         

      

      
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