ex10_8.htm


    
      

    


    SECURITIES
PURCHASE AGREEMENT

     

    


     

    THIS SECURITIES PURCHASE
AGREEMENT (the “Agreement”) is entered into as
of February 5, 2010, by and among SINOCOKING  COAL AND
COKE  CHEMICAL INDUSTRIES, INC., a Florida corporation
(the “Company”) and
the investors listed on the Schedule of Purchasers attached hereto
(individually, a “Purchaser” and collectively,
the “Purchasers”).

     

     

    RECITALS

     

    A.           The
Company and each Purchaser are executing and delivering this Agreement in
reliance upon the exemption from securities registration afforded by Regulation
S (“Regulation S”)
as promulgated by the United States Securities and Exchange Commission (the
“SEC”) under the
Securities Act of 1933, as amended (the “1933 Act”);

     

    B.           On
July 17, 2009, Ableauctions.com, Inc. executed a Share Exchange Agreement, as
amended November 20, 2009 (“Exchange Agreement”) with
Ableauctions’ significant shareholders, Abdul Ladha, the Company’s Chief
Executive Officer and a director, and his spouse, Hanifa Ladha, Top Favour
Limited, a British Virgin Islands company (“Top Favour”), and the
shareholders of Top Favour, consisting of 12 individuals and 5 entities, who
collectively hold 100% of Top Favour’s issued and outstanding share capital (the
“Top Favour Owners”),
and under which the Top Favour Owners will exchange their shares of Top Favour
capital stock for newly-issued shares of the Company;

     

    C.           Top
Favour, a British Virgin Islands company, is a holding company that,
through its wholly owned subsidiary Pingdingshan Hongyuan Energy Science
and Technology Development Co., Ltd., controls Henan Province Pingdingshan
Hongli Coal & Coke Co., Ltd. (“Hongli”), a coal and
coal-coke producer in Henan Province in the central region of the People’s
Republic of China; Hongli produces coke, coal, coal byproducts and electricity
through its branch operation, Baofeng Coking Factory, and its wholly owned
subsidiaries, Baofeng Hongchang Coal Co., Ltd. and Baofeng Hongguang Environment
Protection Electricity Generating Co., Ltd. (Top Favour and the entities it
controls are collectively referred to as “SinoCoking”).

     

    D.           Upon
closing of the share exchange transaction under the Exchange Agreement (the
“Share Exchange”), the
Company owns 100% of Top Favour, and business of SinoCoking is the Company’s
principal business, and Ableauctions.com, Inc. is renamed “SinoCoking Coal and
Coke Chemical Industries, Inc.”

     

    E.           In
connection with the Share Exchange and effective upon its closing, the Company
shall have conducted a 1-for-20 reverse stock split of its common stock (“Reverse Stock Split”), and
after giving effect to the Reverse Stock Split and Share Exchange, the Company
will have approximately 13.5 million shares of common stock, par value $0.001
per share, issued and outstanding.

     


    
      
        
          


          


           

          


        

         


      

      
        
        

        
          

        
Securities Purchase Agreement (Reg S)

      
         


      

    


    F.           Immediately
following, and conditioned upon the closing of the Reverse Stock Split and Share
Exchange, each Purchaser hereto is purchasing, and the Company is selling, upon
the terms and conditions stated in this Agreement, up to 6,666,667 
units (“Units”) at $6.00
per Unit, with each Unit consisting of (i) one (1) post-Reverse Stock Split
share of common stock of the Company (each, a “Purchased Share” and
collectively hereunder, the “Purchased Shares”), and (ii) a
warrant for the purchase of 0.5 post-Reverse Stock Split shares of common stock
with an exercise price of $12.00 per share.

     

    G.           A
form of the warrant to be issued to the Purchasers is attached hereto as Exhibit A (the “Warrants”), to acquire the
number of shares of Common Stock set forth opposite such Purchaser’s name in
column (4) of the Schedule of Purchasers (as exercised, collectively, the “Warrant Shares”).

     

    H.           The
Purchased Shares, the Warrants and the Warrant Shares collectively are referred
to herein as the “Securities”.

     

    NOW, THEREFORE, the Company and each
Purchaser hereby agree as follows:

    


    1.           PURCHASE AND SALE OF
UNITS.

     

    (a)         Purchase of
Units.

     

    (i)           The
Company shall issue and sell to each Purchaser, and each Purchaser severally,
but not jointly, agrees to purchase from the Company on the Closing Date (as
defined below), the number of Units as set forth opposite such Purchaser’s name
in column 3 on the Schedule of Purchasers, for a purchase price of Six U.S.
Dollars ($6.00) per Unit, with each Unit consisting of:  (i) one (1)
post-Reverse Stock Split share of common stock of the Company, and (ii) a
warrant for the purchase of 0.5 post-Reverse Stock Split shares of common stock
with an exercise price of $12.00 per share (the “Closing”).

     

    (ii)           Prior
to the Closing, the Purchasers shall deposit their respective purchase amount in
escrow, care of the Escrow Agent listed on Exhibit B (“Escrow Agent”), and said
Escrow Agent shall hold the Securities, each registered in such name or names as
the Purchasers may designate, for release to the Purchasers on the Closing
Date.

     

    (iii)           The
date and time of the Closing (the “Closing Date”) shall be 5:01
p.m. Pacific Time, on the date of execution and delivery of this Agreement by
the Company and Purchasers (or such later date as is mutually agreed to by the
Company and each Purchaser), provided that the conditions to the Closing set
forth in Sections 6 and 7 below have been satisfied or waived, at the offices of
Richardson & Patel LLP, 10900 Wilshire Boulevard, Suite 500, Los Angeles,
California 90024.

     

    (iv)           The
aggregate purchase price for the Units to be purchased by each Purchaser at the
Closing (the “Purchase
Price”) shall be the amount set forth opposite such Purchaser’s name in
column 5 of the Schedule of Purchasers.  If the Purchaser is paying
the Purchase Price in Chinese Renminbi (“RMB”), the applicable exchange
rate from RMB to U.S. Dollars
shall be the exchange rate at the close of business on the business day
immediately preceding the Closing Date, as published by the Bank of
China;

     


    
      


       

      


      


      
 

    

    
      
         


      

      
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Securities Purchase Agreement (Reg S)

      
         


      

    


     

    (b)           Form of
Payment.  On the Closing Date, (i) the Purchase Price
applicable to each Purchaser shall be released from escrow by the Escrow Agent
to the Company by wire transfer of immediately available funds, net of offering
expenses and applicable fees; and (ii) certificates representing the Purchased
Shares and Warrants corresponding to the number of Units purchased by each
Purchaser shall be issued to the Purchasers.

     

    2.      PURCHASER REPRESENTATIONS
AND WARRANTIES.

     

    Each
Purchaser hereby severally, and not jointly, represents and warrants to the
Company that:

     

    (a)           Purchase for Own
Account.  Purchaser represents that it is acquiring record
ownership, and each Purchaser Shareholder represents that it is acquiring
beneficial ownership, of the Securities solely for investment for such person’s
own account not as a nominee or agent, and not with a view to the resale or
distribution of any part thereof, and that such party has no present intention
of selling, granting any participation in, or otherwise distributing the
same.  The acquisition by Purchaser of any of the Securities shall
constitute confirmation of the representation by Purchaser that Purchaser or
such Purchaser Shareholder does not have any contract, undertaking, agreement or
arrangement with any person to sell, transfer or grant participations to such
person or to any third person, with respect to any of the
Securities.

     

    (b)           Disclosure of
Information.  Purchaser has received all the information it
considers necessary or appropriate for deciding whether to acquire the
Securities.  Purchaser has had an opportunity to ask questions and
receive answers from the Company regarding the terms and conditions of the
offering of the Securities and the business, prospects and financial condition
of the Company.

     

    (c)           Investment
Experience.  Purchaser represents that it can bear the economic
risk of its investment, and has such knowledge and experience in financial or
business matters that it is capable of evaluating the merits and risks of the
investment in the Securities.  If the Purchaser is not an individual,
Purchaser also represents it has not been organized as an entity for the purpose
of acquiring the Securities.  Purchaser is aware of the risk involved
in its investment in the Securities and has determined that such investment is
suitable for Purchaser in light of its financial circumstances and available
investment opportunities.

     

    (d)           Not a U.S.
Person.   Purchaser (i) is domiciled and has its principal
place of business outside the United States; (ii) certifies it is not acquiring
the Securities for the account or benefit of any U.S. Person; and (iii)
certifies that at the time of the Closing, Purchaser will be located outside the
United States.  Furthermore, the Purchaser certifies that the
Purchaser is not any of the
following (a “U.S.
Person”):

     

    
      	
               
      

            	
              (i)

            	
              a
      natural person resident in the United
States;

            


    

     


    
      
        
          


           

          


          


           

          


        

         


      

      
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(ii)

            	
              a
      partnership or corporation organized or incorporated under the laws of the
      United States;

            


    

     

    
      	
               
      

            	
              
(iii)

            	
              an
      estate of which any executor or administrator is a U.S.
      person;

            


    

     

    
      	
               
      

            	
              
(iv)

            	
              a
      trust of which any trustee is a U.S.
person;

            


    

     

    
      	
               
      

            	
              
(v)

            	
              an
      agency or branch of a foreign entity located in the United
      States;

            


    

     

    
      	
               
      

            	
              
(vi)

            	
              a
      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)

            	
              a
      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;
or

            


    

     

    
      	
               
      

            	
              
(viii)

            	
              a
      partnership or corporation organized or incorporated under the laws of any
      foreign jurisdiction, that has been is formed by a U.S.
      person.

            


    

     

    (e)           No Registration; Regulation
S.  Purchaser has been advised and acknowledges: (i) that the
Securities have not been, and when issued, will not be registered under the 1933
Act, the securities laws of any state of the United States or the securities
laws of any other country; (ii) that in issuing and selling the Securities to
Purchaser, the Company is relying upon the “safe harbor” provided by Regulation
S and/or on Section 4(2) under the Act; (iii) that it is a condition to the
availability of the Regulation S safe harbor that the Securities not be offered
or sold in the United States or to a U.S. Person until the expiration of a
period of one year following the Closing Date; (iv) that, notwithstanding the
foregoing, during the Restricted Period the Securities may be offered and sold
by the holder thereof only if such offer and sale is made in compliance with the
terms of this Agreement and either: (A) if the offer or sale is within the
United States or to or for the account of a U.S. Person (as such terms are
defined in Regulation S), the securities are offered and sold pursuant to an
effective registration statement or pursuant to Rule 144 under the Act or
pursuant to an exemption from the registration requirements of the Act; or (B)
the offer and sale is outside the United States and is not made to a U.S.
Person.

     

    (f)           No Directed
Selling.  Purchaser has not engaged, nor is it aware that any
party has engaged, and Purchaser will not engage or cause any third party to
engage in any “directed selling” efforts (as such term is defined in Regulation
S) in the United States with respect to the Securities.  Specifically,
the Purchaser has not taken any action for purposes of, or could have the effect
of, conditioning the market or arousing interest for the Securities in the
United States, and the Purchaser has not placed any advertisements in any
publication or made any public announcement in any publication in the United
States regarding the offering of the Securities.

     


    
      
        
          


           

          


          


           

          


        

         


      

      
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Securities Purchase Agreement (Reg S)

      
         


      

    


    (g)           Offshore
Transaction.  At the time of offering to Purchaser and
communication of Purchaser’s order to acquire the Securities and at the time of
Purchaser’s execution of this Agreement, the Purchaser was located outside the
United States.

     

    (h)           Not a
Distributor.  Purchaser is not a “distributor” as such term is
defined in Regulation S, and neither Purchaser nor any of the Purchaser
Shareholders is a “dealer” as such term is defined in the
Act.  Specifically, the Purchaser does not intend to act as a
distributor of the Securities to any person, nor has the Purchaser entered into
any agreement to distribute the Securities. The Purchaser is not in the business
of buying, selling, trading or brokering securities on behalf of
others.

     

    (i)           Compliance with Non-U.S.
Laws.  Purchaser hereby represents that Purchaser has complied
with all local laws applicable to it, for the purchase of the Securities and
entry into this Agreement, including (i) the legal requirements of Purchaser’s
jurisdiction for the purchase and acquisition of the Securities, (ii) any
foreign exchange restrictions applicable to such purchase and acquisition, (iii)
any governmental or other consents that may need to be obtained, and (iv) the
transfer, income tax and other tax regulations, if any, which may be relevant to
the purchase, holding, redemption, sale, or transfer of the
Securities.  Purchaser’s subscription, purchase, acquisition and
payment for, and Purchaser’s continued beneficial ownership of, the Securities
will not violate any applicable securities or other laws of Purchaser’s
jurisdiction.

     

    (j)           Legends.  Purchaser
understands that the certificates or other instruments representing the
Securities shall bear restrictive legends as required by the “blue sky” laws of
any state and a restrictive legend in substantially the following form (and a
stop-transfer order may be placed against transfer of such stock certificates),
which will restrict the transfer of the Securities:

     

    REGULATION D
LEGEND:

    


    “THESE
SECURITIES, INCLUDING THE COMMON STOCK ACQUIRABLE UNDER THIS WARRANT, HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE
SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR PURSUANT TO AN
EXEMPTION FROM REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED.”

    


    REGULATION S
LEGEND:

    


    “THE
SHARES ACQUIRABLE UNDER THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED,
PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES
ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION; HEDGING
TRANSACTIONS INVOLVING
THE SHARES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE
SECURITIES ACT.”


    
      
        
          


           

          


          


           

          


        

         


      

      
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Securities Purchase Agreement (Reg S)

      
         


      

    


    


    The
legends set forth above shall be removed and the Company shall issue a
certificate without such legends to the holder of the Securities upon which it
is stamped, if, unless otherwise required by state securities laws, (i) such
Securities are registered for resale under the 1933 Act, (ii) in connection with
a sale, assignment or other transfer, such holder provides the Company with an
opinion of counsel, in a generally acceptable form, to the effect that such
sale, assignment or transfer of the Securities may be made without registration
under the applicable requirements of the 1933 Act, or (iii) such holder provides
the Company with reasonable assurance that the Securities can be sold, assigned
or transferred pursuant to Regulation S, Rule 144 or Rule 144A.

     

    (k)           Validity;
Enforcement.  This Agreement to which such Purchaser is a party
have been duly and validly authorized, executed and delivered on behalf of such
Purchaser and shall constitute the legal, valid and binding obligations of such
Purchaser enforceable against such Purchaser in accordance with their respective
terms, except as such enforceability may be limited by general principles of
equity or to applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation and other similar laws relating to, or affecting generally, the
enforcement of applicable creditors’ rights and remedies.

     

    (l)           Residency;
Organization.  If such Purchaser is an entity, (i) such
Purchaser is a resident of that jurisdiction specified below its address on the
Schedule of Purchasers and (ii) such Purchaser is a validly existing
corporation, limited partnership or limited liability company and has all
requisite corporate, partnership or limited liability company power and
authority to invest in the Securities pursuant to this Agreement.

     

    (m)             Brokers and
Finders.  No Person will have, as a result of the transactions
contemplated by the Transaction Documents, any valid right, interest or claim
against or upon the Company, any Subsidiary or any Purchaser for any commission,
fee or other compensation pursuant to any agreement, arrangement or
understanding entered into by or on behalf of such Purchaser.

     

    3.      REPRESENTATIONS AND
WARRANTIES OF THE COMPANY.

     

    The
Company represents and warrants to each of the Purchasers that:

     

    (a)         Organization and
Qualification.  The Company and its “Subsidiaries” (which for
purposes of this Agreement means any entity in which the Company, directly or
indirectly, owns capital stock or holds an equity or similar interest, after
giving effect to the Share Exchange) are entities duly organized and validly
existing in good standing under the laws of the jurisdiction in which they are
formed, and have the requisite power and authority to own their properties and
to carry on their business as now being conducted.  Each of the
Company and its Subsidiaries is duly qualified as a foreign entity to do
business and is in good standing in every jurisdiction in which its ownership of
property or the nature of the business conducted by it makes such qualification
necessary, except to the extent that the failure to be so qualified or be in
good
standing would not have a Material Adverse Effect.  As used in this
Agreement, “Material Adverse
Effect” means any material adverse effect on the business, properties,
assets, operations, results of operations, condition (financial or otherwise) or
prospects of the party making the representations, including its subsidiaries,
taken as a whole, or on the transactions contemplated hereby and the other
Transaction Documents or by the agreements and instruments to be entered into in
connection herewith or therewith, or on the authority or ability of the such
party to perform its obligations under the Transaction Documents (as defined
below).

     


    
      
        
          


           

          


          


           

          


        

         


      

      
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Securities Purchase Agreement (Reg S)

      
         


      

    


     

    (b)         Authorization; Enforcement;
Validity.  The Company has the requisite power and authority to
enter into and perform its obligations under this Agreement and the Warrants,
and each of the other agreements entered into by the parties hereto in
connection with the transactions contemplated by this Agreement (collectively,
the “Transaction
Documents”) and to issue the Securities in accordance with the terms
hereof and thereof.  The execution and delivery of the Transaction
Documents by the Company and the consummation by the Company of the transactions
contemplated hereby and thereby, including, without limitation, the issuance of
the Warrants, have been duly authorized by the Company’s Board of Directors and
no further filing, consent, or authorization is required by the Company, its
Board of Directors or its shareholders, except for post-closing Securities
filings or notifications required to be made under federal or state securities
laws.  This Agreement and the other Transaction Documents of even date
herewith have been duly executed and delivered by the Company, and shall
constitute the legal, valid and binding obligations of the Company, enforceable
against the Company in accordance with their respective terms, except as such
enforceability may be limited by general principles of equity or applicable
bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws
relating to, or affecting generally, the enforcement of applicable creditors’
rights and remedies.

     

    (c)      Ownership and
Control.  As of the Closing, the Company owns 100% of the
issued and outstanding capital stock of Top Favour, and the principal business
of the Company consists of the business of SinoCoking.  As of the
Closing, in addition to the foregoing, the actions contemplated under the
Exchange Agreement shall have been consummated, specifically, the Company shall
have issued shares of its common stock to the Top Favour Owners such that the
Top Favour Owners will, immediately after giving effect to the Share Exchange,
own 97% of the outstanding shares of the Company.

     

    (d)         No
Conflicts.  The execution, delivery and performance of the
Transaction Documents by the Company and the consummation by the Company of the
transactions contemplated hereby and thereby (including, without limitation, the
issuance of the Purchased Shares and the Warrants, and reservation for issuance
and issuance of the Warrant Shares) will not (i) result in a violation of the
articles of incorporation of the Company, as amended (“Articles of Incorporation”) or
bylaws of the Company, as amended (“Bylaws”) or (ii) conflict
with, or constitute a default (or an event which with notice or lapse of time or
both would become a default) under, or result in termination, amendment,
acceleration or cancellation of, any agreement, indenture or instrument to which
the Company or any of its Subsidiaries is a party, or (iii) result in a
violation of any law, rule, regulation, order, judgment or decree (including
federal and state securities laws and regulations and the rules and regulations
of the NYSE
American Stock Exchange (the “Principal Market”)) applicable
to the Company or any of its Subsidiaries or by which any property or asset of
the Company or any of its Subsidiaries is bound or affected, except in the cases
of clauses (ii) and (iii) for any such conflicts, violations or defaults which
can reasonably be expected to have no Material Adverse
Effect.

     


    
      
        
          


           

          


          


           

          


        

         


      

      
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Securities Purchase Agreement (Reg S)

      
         


      

    


     

    (e)         Consents.  The
Company is not required to obtain any consent, authorization or order of, or
make any filing or registration with, any court, governmental agency or any
regulatory or self-regulatory agency or any other Person in order for it to
execute, deliver or perform any of its obligations under or contemplated by the
Transaction Documents, in each case in accordance with the terms hereof or
thereof, except for post-closing securities filings or notifications to be made
under federal or state securities laws.  All consents, authorizations,
orders, filings and registrations which the Company is required to obtain
pursuant to the preceding sentence have been obtained or effected on or prior to
the Closing Date.

     

    (f)         Conduct of Business;
Regulatory Permits.  Neither the Company nor its Subsidiaries
is in violation of any term of or in default under its corporate charter or
their organizational charter or articles of incorporation or bylaws,
respectively.  Neither the Company nor any of its Subsidiaries is in
violation of any judgment, decree or order or any statute, ordinance, rule or
regulation that are currently necessary or applicable to the operation of the
Company or its subsidiaries as currently conducted, and neither the Company nor
any of its Subsidiaries will conduct its business in violation of the foregoing
except for possible violations which would not, individually or in the
aggregate, have a Material Adverse Effect.

     

    (g)         Absence of
Litigation.  There is no material action, suit, proceeding,
inquiry or investigation before or by the Principal Market, any court, public
board, government agency, self-regulatory organization or body pending or, to
the knowledge of the Company, threatened against or affecting the Company or any
of its Subsidiaries, any of the Company or its Subsidiaries’ officers or
directors or the transactions contemplated by the Transaction
Documents.

     

    (h)           Title.   The
Company or any of its Subsidiaries have good and marketable title in fee simple
to all real property and good and marketable title to all personal property
owned by them which is material to the business of the Company or any of its
Subsidiaries, in each case free and clear of all liens, encumbrances and defects
except such as do not materially affect the value of such property and do not
interfere with the use made and proposed to be made of such property by the
Company and any of its Subsidiaries.  Any real property and facilities
and personal property held under lease by the Company and its Subsidiaries are
held by them under valid, subsisting and enforceable leases with such exceptions
as are not material and do not interfere with the use made and proposed to be
made of such property and buildings by the Company and its
Subsidiaries.

     

    (i)         Acknowledgment Regarding
Purchaser’s Purchase of Securities.  The Company acknowledges
and agrees that each Purchaser is acting solely in the capacity of an arm’s
length purchaser with respect to the Transaction Documents and the transactions
contemplated hereby and thereby and that no Purchaser is (i) an officer or
director of the Company,
(ii) an Affiliate of the Company or (iii) to the knowledge of the Company, a
“beneficial owner” of more than 10% of the shares of Common Stock (as defined
for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended
(the “1934
Act”)).

     


    
      
        
          


           

          


          


           

          


        

         


      

      
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Securities Purchase Agreement (Reg S)

      
         


      

    


     

    (j)         No General
Solicitation.  Neither the Company, nor any of its Affiliates,
nor any Person acting on its or their behalf, has engaged in any form of general
solicitation or general advertising (within the meaning of Regulation D) in
connection with the offer or sale of the Securities.

     

    (k)         Private Placement; No
Integrated Offering.  Subject to the accuracy of the
Purchaser’s representations and warranties in Section 2 of this Agreement, the
offer and sale by the Company of the Securities in conformity with the terms of
this Agreement constitute transactions that are exempt from registration under
the 1933 Act.  None of the Company, its Subsidiaries, any of their
Affiliates, and any Person acting on their behalf has, directly or indirectly,
made any offers or sales of any security or solicited any offers to buy any
security, under circumstances that would require registration of any of the
Securities under the 1933 Act or cause this offering of the Securities to be
integrated with prior offerings by the Company for purposes of the 1933 Act or
any applicable stockholder approval provisions, including, without limitation,
under the rules and regulations of any exchange or automated quotation system on
which any of the securities of the Company are listed or
designated.  None of the Company, its Subsidiaries, their Affiliates
and any Person acting on their behalf will take any action or steps referred to
in the preceding sentence that would require registration of any of the
Securities under the 1933 Act or cause the offering of the Securities to be
integrated with other offerings.

     

    (l)           Company’s
Knowledge.  For purposes of this Agreement, “knowledge of the
Company” or the “Company’s knowledge” means the actual knowledge of the
executive officers (as defined in Rule 405 under the 1933 Act) of the Company,
after due inquiry.

     

    4.      COVENANTS.

     

    (a)         Best
Efforts.  Each party shall use its best efforts timely to
satisfy each of the conditions to be satisfied by it as provided in Sections 5
and 6 of this Agreement.

     

    (b)         Conduct of
Business.  The business of the Company and its Subsidiaries
shall not be conducted in violation of any law, ordinance or regulation of any
governmental entity, except where such violations would not result, either
individually or in the aggregate, in a Material Adverse Effect.

     

    (c)         No Conflicting
Agreements.  The Company will not take any action, enter into
any agreement or make any commitment that would conflict or interfere in any
material respect with the Company’s obligations to the Purchasers under the
Transaction Documents.

     

    (d)         Compliance with
Laws.  The Company will comply in all material respects with
all applicable laws, rules, regulations, orders and decrees of all governmental
authorities.

     


    
      
        
          


           

          


          


           

          


        

         


      

      
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Securities Purchase Agreement (Reg S)

      
         


      

    


    (e)         Reservation of Common
Stock.  The Company shall at all times reserve and keep
available out of its authorized but unissued shares of Common Stock, solely for
the purpose of providing for the exercise of the Warrants, such number of shares
of Common Stock as shall from time to time be issuable upon the due exercise of
the Warrants.

     

    5.      CONDITIONS TO THE COMPANY’S
OBLIGATION TO SELL.

     

    The
obligation of the Company hereunder to issue and sell the Securities to each
Purchaser at the Closing is subject to the satisfaction, at or before the
Closing Date, of each of the following conditions, provided that these
conditions are for the Company’s sole benefit and may be waived by the Company
at any time in its sole discretion by providing each Purchaser with prior
written notice thereof:

     

    (a)           Such
Purchaser shall have executed each of the Transaction Documents to which it is a
party and delivered the same to the Company.

     

    (b)           Such
Purchaser and each other Purchaser shall have delivered to the Escrow Agent, the
Purchaser’s Purchase Price by wire transfer of immediately available
funds.

     

    (c)           The
representations and warranties of such Purchaser shall be true and correct in
all material respects as of the date when made and as of the Closing Date as
though made at that time (except for representations and warranties that speak
as of a specific date), and such Purchaser shall have performed, satisfied and
complied in all material respects with the covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by such
Purchaser at or prior to the Closing Date.

     

    (d)           The
actions contemplated in connection with the closing under the Exchange
Agreement, including the Share Exchange, shall have been consummated, all
covenants thereunder complied with as of such closing date, and all conditions
precedent to the closing under the Exchange Agreement shall have been satisfied
or waived by all parties.

     

    6.      CONDITIONS TO EACH
PURCHASER’S OBLIGATION TO PURCHASE.

     

    The
obligation of each Purchaser hereunder to purchase the Securities at the Closing
is subject to the satisfaction, at or before the Closing Date, of each of the
following conditions, provided that these conditions are for each Purchaser’s
sole benefit and may be waived by such Purchaser at any time in its sole
discretion by providing the Company with prior written notice
thereof:

     

    (a)           The
Company shall have executed and delivered to such Purchaser (A) each of the
Transaction Documents, (B) the Purchased Shares for such Purchaser, and
(C) the Warrants being purchased by such Purchaser at the Closing pursuant
to this Agreement.

     

    (b)           The
representations and warranties of the Company shall be true and correct in all
material respects as of the date when made and as of the Closing Date as though
made at that time (except for representations and warranties that speak as of a
specific date) and the Company shall have performed, satisfied and complied in
all respects with the covenants, agreements
and conditions required by the Transaction Documents to be performed, satisfied
or complied with by the Company at or prior to the Closing Date.  Such
Purchaser shall have received a certificate, executed by the Chief Executive
Officer of the Company, dated as of the Closing Date, to the foregoing
effect.

     


    
      
        
          


           

          


          


           

          


        

         


      

      
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Securities Purchase Agreement (Reg S)

      
         


      

    


     

    (c)           The
Company shall have obtained all governmental, regulatory or third party consents
and approvals, if any, necessary for the sale of the Securities, except for
post-closing securities filings or notifications required to be made under
federal or state securities laws.

     

    (d)           No
judgment, writ, order, injunction, award or decree of or by any court, or judge,
justice or magistrate, including any bankruptcy court or judge, or any order of
or by any governmental authority, shall have been issued, and no action or
proceeding shall have been instituted by any governmental authority, enjoining
or preventing the consummation of the transactions contemplated hereby or by the
other Transaction Documents.

     

    (e)           The
actions contemplated in connection with the closing under the Exchange
Agreement, including the Share Exchange, shall have been consummated, all
covenants thereunder complied with as of such closing date, and all conditions
precedent to the closing under the Exchange Agreement shall have been satisfied
or waived by all parties.

     

    7.      TERMINATION.  In
the event that the Closing shall not have occurred with respect to a Purchaser
on or before twenty (20) Business Days from the date hereof due to the Company’s
or such Purchaser’s failure to satisfy the conditions set forth in Sections 5
and 6 above (and the nonbreaching party’s failure to waive such unsatisfied
condition(s)), the nonbreaching party shall have the option to terminate this
Agreement with respect to such breaching party at the close of business on such
date without liability of any party to any other party.  In the event
of termination by the Company or any Purchaser of its obligations to effect the
closing pursuant to this Agreement, written notice thereof shall forthwith be
given to the other Purchasers and the other Purchasers shall have the right to
terminate their obligations to effect the closing upon written notice to the
Company and the other Purchasers.  Nothing in this Section 7 shall be
deemed to release any party from any liability for any breach by such party of
the terms and provisions of this Agreement or the other Transaction Documents or
to impair the right of any party to compel specific performance by any other
party of its obligations under this Agreement or the other Transaction
Documents.

     

    8.      COVENANTS.

     

    (a)           Registration of
Securities.   The Company agrees to cause the Purchased
Shares issued by the Company under this Offering (the “Registrable Securities”) to be
registered for resale on Form S-1 (or similar substitute form) to be filed with
the U.S. Securities and Exchange Commission.  The Company agrees to
undertake commercially reasonable efforts to cause the Form S-1 registration
statement to be filed within thirty days after the later of the final Closing of
the Offering, and completion of offering(s) of its Units in to U.S.
investors.

     


    
      
        
          


           

          


          


           

          


        

         


      

      
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Securities Purchase Agreement (Reg S)

      
         


      

    


    (b)      Piggy-back
Registration.  If the Company at any time proposes to register
any of its common stock under the Securities Act of 1933, as amended (“1933 Act”) for sale to the
public, whether for its own account or for the account of other security holders
or both, except with respect to registration statements on Forms S-4, S-8 or
another form not available for registering the common stock for sale to the
public, provided such shares are not otherwise registered for resale by the
Holder pursuant to an effective registration statement, the Company will cause
any Registrable Securities issued hereunder that have not been previously
registered to be included with the securities to be covered by the registration
statement proposed to be filed by the Company.

     

    (c)           Underwritten Public
Offerings.  In the event that any registration pursuant to this
Section 8 shall be, in whole or in part, an underwritten public offering of
common stock of the Company, the number of shares of Registrable Securities to
be included in such an underwriting may be reduced by the managing underwriter
if and to the extent that the Company and the underwriter shall reasonably be of
the opinion that such inclusion would adversely affect the marketing of the
securities by the Company therein.

     

    (d)           Timing of
Registration.  Notwithstanding any of the provisions herein, if
the officers of the Company determine that it is in the best interest of the
Company to do so, the Company may withdraw or delay or suffer a delay of any
registration statement referred to in this Section 8 without thereby incurring
any liability to the Holder due to such withdrawal or delay.

     

    9.      MISCELLANEOUS.

     

    (a)           Notices. Any and all
notices and other communications hereunder shall be in writing and shall be
deemed duly given to the party to whom the same is so delivered, sent or mailed
at addresses and contact information set forth on the signature pages hereof (or
at such other address for a party as shall be specified by like notice). Any and
all notices or other communications or deliveries required or permitted to be
provided hereunder shall be in writing and shall be deemed given and effective
on the earliest of: (a) on the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile number set forth on
the signature pages attached hereto prior to 5:30 p.m. (Pacific Time) on a
business day, (b) on the next business day after the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile number
set forth on the signature pages attached hereto on a day that is not a business
day or later than 5:30 p.m. (Pacific Time) on any business day, (c) on the
second business day following the date of mailing, if sent by U.S. nationally
recognized overnight courier service or (d) upon actual receipt by the party to
whom such notice is required to be given.

     

    (b)           Interpretation. The
headings contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation of this Agreement.
References to Sections and Articles refer to sections and articles of this
Agreement unless otherwise stated.

     

    (c)           Severability. If any
term, provision, covenant or restriction of this Agreement is held by a court of
competent jurisdiction to be invalid, void or unenforceable, the remainder
of the terms, provisions, covenants and restrictions of this Agreement shall
remain in full force and effect and shall in no way be affected, impaired or
invalidated and the parties shall negotiate in good faith to modify this
Agreement to preserve each party’s anticipated benefits under this
Agreement.

     


    
      
        
          


           

          


          


           

          


        

         


      

      
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Securities Purchase Agreement (Reg S)

      
         


      

    


     

    (d)           Miscellaneous. This
Agreement (together with all other documents and instruments referred to
herein): (a) constitutes the entire agreement and supersedes all other prior
agreements and undertakings, both written and oral, among the parties with
respect to the subject matter hereof; (b) except as expressly set forth herein,
is not intended to confer upon any other person any rights or remedies hereunder
and (c) shall not be assigned by operation of law or otherwise, except as may be
mutually agreed upon by the parties hereto.

     

    (e)           Governing Law. This
Agreement shall be governed by, and construed and enforced in accordance with,
the laws of the State of California. All questions concerning the construction,
validity, enforcement and interpretation of this Agreement shall be governed by
and construed and enforced in accordance with the internal laws of the State of
California, without regard to the principles of conflicts of law
thereof.  Each party agrees that all legal proceedings concerning the
interpretations, enforcement and defense of the transactions contemplated by
this Agreement (whether brought against a party hereto or its respective
affiliates, directors, officers, shareholders, employees or agents) shall be
commenced exclusively in the state and federal courts sitting in the City of Los
Angeles.  Each party hereby irrevocably submits to the exclusive
jurisdiction of the state and federal courts sitting in the City of Los Angeles,
County of Los Angeles for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or discussed
herein (including with respect to the enforcement of the Agreement), and hereby
irrevocably waives, and agrees not to assert in any suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of any such
court, that such suit, action or proceeding is improper or is
an  inconvenient venue for such proceeding.  Each party
hereby irrevocably waives personal service of process and consents to process
being served in any such suit, action or proceeding by mailing a copy thereof
via registered or certified mail or overnight delivery (with evidence of
delivery) to such party at the address in effect for notices to it under this
Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof.  Nothing contained herein shall
be deemed to limit in any way any right to serve process in any other manner
permitted by law.  If either party shall commence an action or
proceeding to enforce any provisions of the Agreement, then the prevailing party
in such action or proceeding shall be reimbursed by the other party for its
reasonable attorneys’ fees and other costs and expenses incurred with the
investigation, preparation and prosecution of such action or
proceeding.

     

    (f)           Counterparts and Facsimile
Signatures. This Agreement may be executed in two or more counterparts,
which together shall constitute a single agreement. This Agreement and any
documents relating to it may be executed and transmitted to any other party by
facsimile, which facsimile shall be deemed to be, and utilized in all respects
as, an original, wet-inked manually executed document.

     

    (g)           Amendment. This
Agreement may be amended, modified or supplemented only by an instrument in
writing executed by the Company and Purchasers constituting purchasers of a
majority of the Units sold hereunder.  Notwithstanding the foregoing,
the Company and the then current Purchasers acknowledge that additional persons
or entities (“Additional
Investors”) may become party to this Agreement after the date of this
Agreement upon their execution of this Agreement as a “Purchaser” and the
Company’s delivery of an executed counterpart to such Additional
Investors.

     

    (h)           Parties In Interest.
Except as otherwise provided herein, the terms and conditions of this Agreement
shall inure to the benefit of and be binding upon the respective heirs, legal
representatives, successors and assigns of the parties hereto.

     

    (i)           Waiver. No waiver by
any party of any default or breach by another party of any representation,
warranty, covenant or condition contained in this Agreement shall be deemed to
be a waiver of any subsequent default or breach by such party of the same or any
other representation, warranty, covenant or condition. No act, delay, omission
or course of dealing on the part of any party in exercising any right, power or
remedy under this Agreement or at law or in equity shall operate as a waiver
thereof or otherwise prejudice any of such party’s rights, powers and remedies.
All remedies, whether at law or in equity, shall be cumulative and the election
of any one or more shall not constitute a waiver of the right to pursue other
available remedies.

     

    (j)           Expenses. At or prior
to the Closing, the parties hereto shall pay all of their own expenses relating
to the transactions contemplated by this Agreement, including, without
limitation, the fees and expenses of their respective counsel and financial
advisers.

     

    


     

    [Signature Page
Follows]

     


    
      
        
          


           

          


          


           

          


        

         


      

      
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Securities Purchase Agreement (Reg S)

      
         


      

    


    


    IN
WITNESS WHEREOF, each Purchaser and the Company have executed and delivered this
Securities Purchase Agreement as of the date first written above.

     

    


    


    


    COMPANY:

    


    


    SINOCOKING
COAL AND COKE  CHEMICAL INDUSTRIES, INC.

    


    


    


    /s/
Jianhua Lv

    Jianhua
Lv

    Chief
Executive Officer

    


    Address:                Kuanggong
Road and Tiyu Road

    10th
Floor, Chengshi Xin Yong She, Tiyu Road

    Xinhua
District, Pingdingshan, Henan Province, China

    


    Facsimile:               +86-375-2920030

    
       

      


      
        PURCHASERS:

        


        ________________________________________

        Name of
Purchaser (print)

        


        ________________________________________

        Signature

        


        ________________________________________

        Authorized
Representative

        


        ________________________________________

        Title

      

       

       

       

      Address
of Purchaser:

                      

      
        ________________________________________

         

        ________________________________________

         

        ________________________________________

         

        ________________________________________


      

      


      Telephone
No.:________________________________________
                                                                


      Facsimile
No.: ________________________________________
                                                                          


      Investment
Amount in US Dollars: $________________________________________
                                                                                     

    


    
       

       

    

    
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    Securities Purchase Agreement (Reg S)