ex10-1welwind.htm


     

    
      

      

    

    
      STOCK
        PURCHASE AGREEMENT

      


      THIS
        STOCK PURCHASE AGREEMENT (“Agreement”) is made and entered into in duplicate as
        of this _____ day of January, 2008, by and between Welwind Energy International
        Corporation, a Delaware corporation (the “Company”), and Feng Junyi (the
“Buyer”).

      


      RECITALS

      


      A.  The
        Company is a corporation duly organized, validly existing and in good standing
        pursuant to the laws of the State of Delaware.

      


      B.  The
        Buyer desires to invest the principal amount of Five Hundred Thousand Dollars
        ($500,000) with and in the Company and receive, in exchange therefor, as
        consideration for that investment, ten million (10,000,000) shares of the
        Company’s $.001 par value common stock.  Those shares of that common
        stock shall be referred to in this Agreement as the “Acquired
        Shares”.  All dollar amounts specified in this Agreement shall be, and
        are, in United States Dollars.

      


      C.  The
        Company desires to sell and issue to the Buyer the Acquired Shares, and Buyer
        desires to purchase from the Company the Acquired Shares, on the terms and
        subject to all of the conditions specified in this Agreement.

      


      NOW,
        THEREFORE, IN CONSIDERATION OF THE FOREGOING RECITALS, PREMISES, MUTUAL
        PROMISES, AGREEMENTS, REPRESENTATIONS AND WARRANTIES HEREIN SPECIFIED, FOR
        GOOD
        AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY
        ACKNOWLEDGED, WITH THE INTENT TO BE OBLIGATED LEGALLY AND EQUITABLY, THE
        PARTIES
        AGREE WITH EACH OTHER AS FOLLOWS:

      


      1.
        Incorporation of
        Recitals.  The recitals of this Agreement, as specified above,
        by this reference, are made a part of this Agreement proper, as specified
        completely and specifically at length in this Agreement proper.

      


      2.
        Subject Matter of and Consideration for Issue and Sale of Acquired
        Shares.

      


      2.1
        Issue and Sale of the Acquired
        Shares. On the Closing Date, the Company shall issue, sell, assign,
        transfer, convey, set over, and deliver to the Buyer, and the Buyer shall
        purchase from the Company, all of the Acquired Shares, by delivering or causing
        to be delivered to the Buyer at the Closing certificates evidencing and
        representing the Acquired Shares.

      


      
        
           

        

        
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      2.2  Consideration
        for the
        Acquired Shares.  On the Closing Date, the Buyer shall pay or
        cause to be paid to the Company at the Closing the principal amount of Five
        Hundred Thousand Dollars ($500,000.00).

      


      3.  Closing
        and Closing
        Date.  The closing (the “Closing”) of the transaction
        contemplated by the provisions of this Agreement shall occur at
        ______________________________________, at _________ p.m. on January ____,
        2008
        (the “Closing Date”), or at such other date, time and place as may be hereafter
        agreed upon in writing by the Company and the Buyer.

      


      4.
        Representations, Warranties and
        Covenants of the Buyer.  The Buyer represents, warrants, and
        covenants the following, the truth and accuracy of each of which shall
        constitute a condition precedent to the obligations of the Company pursuant
        to
        the provisions of this Agreement:

      


      4.1  The
        Buyer’s
        Independent Investigation.  The Buyer has relied solely upon
        such independent investigations made by the Buyer or by the Buyer’s
        representatives in making his decision to purchase the Acquired Shares.

      


      4.2
        No Determination of Value or
        Fairness.  The Buyer is aware that no agency has approved or
        made any finding or determination regarding the value or fairness of the
        purchase of the Acquired Shares or any recommendation or endorsement of the
        Acquired Shares.

      


      4.3
        The Buyer’s Knowledge and
        Experience.  The Buyer has the requisite knowledge and
        experience to evaluate the relative business aspects and risks, or the Buyer
        has
        relied upon the advice of experienced advisors with regard to such aspects
        and
        risks, and other considerations involved in purchasing the Acquired
        Shares.

      


      4.4
        The Buyer’s Due
        Diligence.  The Buyer and the Buyer’s counsel or advisors
        (collectively, “representatives”) have conducted or have had the opportunity to
        conduct such due diligence as the Buyer has, or they, as the case may be,
        have,
        deemed necessary to complete the Buyer’s evaluation of a purchase of the
        Acquired Shares.

      


      4.5
        Buyer’s Discussion with
        Management.  The Buyer and the Buyer’s representatives have had
        the opportunity to discuss all material aspects regarding a purchase of the
        Acquired Shares with management of the Company or with its authorized agents,
        and any and all questions asked have been answered to the full satisfaction
        of
        the Buyer and the Buyer’s representatives.

      


      4.6
        Buyer’s Reasonable Expectation of
        Profit.  The Buyer is purchasing the Acquired Shares with a
        reasonable expectation of an economic profit from such purchase.

      


      
        
           

        

        
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      4.7
        No Registration
        Rights.  The Buyer is aware that the Buyer has no right to
        require that the Acquired Shares be registered pursuant to the provisions
        of the
        Securities Act of 1933, as amended (the “Act”).  The Buyer is aware
        that the Company had no obligation to assist the Buyer in obtaining any
        exemption from any registration requirements imposed by applicable law, or
        registering or qualifying the Acquired Shares in any
        jurisdiction.  The Buyer is aware that the Buyer shall be responsible
        for compliance with all conditions on transfer imposed by the Securities
        and
        Exchange Commission or a securities administrator or similar person of any
        state, province, or similar jurisdiction.

      


      4.8
        Acknowledgement of Restriction
        regarding Transferability.  The Buyer is aware that there are
        substantial restrictions on the transferability of the Acquired
        Shares.  As the Acquired Shares have not been registered pursuant to
        the provisions of the Act, because of the exemption specified by the provision
        of Regulation S, the Acquired Shares are “restricted securities” and cannot be
        transferred, assigned, sold, or otherwise conveyed in the United States of
        America for a period of one year following the date of issuance of the Acquired
        Shares.  In that regard, the Buyer shall not sell, transfer, assign,
        pledge, hypothecate or otherwise dispose of any of the Acquired Shares in
        any
        manner which would violate the provisions of Regulation S or eliminate the
        availability to the Company of the exemption from the registration and
        prospectus delivery requirements of the Act, which exemption is specified
        by the
        provisions of Regulation S.  The Buyer is aware that the Buyer shall
        be responsible for compliance with all conditions on transfer imposed by
        the
        provisions of Regulation S and for any expenses incurred by the Company for
        legal and accounting services in connection with reviewing such a proposed
        transfer and issuing opinions in connection therewith.

      


      4.9
        Buyer’s Net
        Worth.  The Buyer has adequate net worth and means of providing
        for the Buyer’s current needs and contingencies to sustain a complete loss of
        the Buyer’s investment in the Company at the time of investment, and the Buyer
        has no need for liquidity in connection with the Acquired Shares.  The
        Buyer currently can afford a complete loss of the amount that the Buyer will
        pay
        for the Acquired Shares.

      


      4.10
        [RESERVED]

      


      4.11
        Indemnification by the
        Buyer. The Buyer shall indemnify and hold harmless the Company, and
        respective officers, directors, affiliates, accountants, attorneys, agents,
        and
        other representatives from and against all damages, losses, costs and expenses
        (including reasonable attorneys’ fees) which they may incur by reason of any
        breach of any representation, warranty, covenant, or agreement made by you
        in
        this Agreement in connection with the purchase of the Acquired Shares.

      


      4.12
        The Buyer’s Status as a Non-U.S.
        Person.  The Buyer is not a “U.S. person”, as defined
        below.  A “non-U.S. person” is any person that is not a “U.S.
        Person”.  A “U.S. Person” is: (i) any natural person resident in the
        United States of America; (ii) any partnership or corporation organized or
        incorporated pursuant to the laws of the United States of America; (iii)
        any
        estate of which any executor or administrator is a U.S. person; (iv) any
        trust
        of which any trustee is a U.S. person; (v) any agency or branch of a foreign
        entity located in the United States of America; (vi) any 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) any
        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 of America; and (viii) any partnership or
        corporation if: (a) organized or incorporated pursuant to the laws of any
        foreign jurisdiction; and (b) formed by a U.S. person principally for the
        purpose of investing in securities not registered pursuant to the Act, unless
        it
        is organized or incorporated, and owned, by “accredited investors” (as defined
        in Rule 501(a) of Regulation D promulgated pursuant to the Act) who are not
        natural persons, estates or trusts.

      


      
        
           

        

        
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      5.
        Representations, Warranties and
        Covenants of the Company.  The Company represents, warrants,
        and covenants the following, the truth and accuracy of which shall constitute
        a
        condition precedent to the obligations of the Buyer pursuant to the provisions
        of this Agreement:

      


      6.
        Obligations at Closing.

      


      6.1  Obligations
        of the
        Company.  On the Closing Date the Company shall deliver or
        cause to be delivered to the Buyer certificates signed by the President and
        Secretary of the Company and dated as of the Closing Date evidencing and
        representing the Acquired Shares.

      


      6.2  Obligations
        of
        Buyer.  On the Closing Date Buyer shall deliver or cause to be
        delivered to the Company the principal amount of Five Hundred Thousand Dollars
        ($500,000.00).

      


      7.  Further
        Assurances.  Each party shall take any and all action
        necessary, appropriate or advisable to execute and discharge such party’s
        responsibilities and obligations created by the provisions of this Agreement
        and
        carrying out the intents and purposes of and consummating and closing the
        transaction contemplated by the provisions of this Agreement.

      


      8.  Expenses.
Each
        party shall pay any and all costs and expenses incurred or to be incurred
        by
        such party in negotiating and preparing this Agreement and effectuating the
        intents and purposes of and consummating and closing the transaction
        contemplated by the provisions of this Agreement.

       

      9.  Assignment.  No
        party shall have the right, without the consent of the other party, to assign,
        transfer, sell, pledge, hypothecate, delegate, or otherwise transfer, whether
        voluntarily, involuntarily or by operation of law, any of such party’s rights or
        obligations created by the provisions of this Agreement, nor shall the parties’
rights be subject to encumbrance or the claim of creditors.  Any such
        purported assignment, transfer, or delegation shall be null and void.

       

      
        
           

        

        
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      10.
        Successors and
        Assigns.  This Agreement and each of its provisions shall
        obligate the heirs, executors, administrators, successors, and assigns of
        each
        of the parties.  Nothing specified in this article, however, shall be
        a consent to the assignment or delegation by any party of such party’s
        respective rights and obligations created by the provisions of this
        Agreement.

       

      11.  Execution
        in
        Counterparts.  This Agreement may be prepared in multiple
        copies and forwarded to each of the parties for execution.  This
        Agreement shall become effective when the Company receives a copy or copies
        of
        this Agreement executed by the parties in the names as those names appear
        at the
        end of this Agreement.  All of the signatures of the parties may be
        affixed to one copy or to separate copies of this Agreement and when all
        such
        copies are received and signed by all the parties, those copies shall constitute
        one agreement which is not otherwise separable or divisible.

       

      12.
        Captions and
        Interpretations.  Captions of the sections and paragraphs of
        this Agreement are for convenience and reference only, and the works specified
        therein shall in no way be held to explain, modify, amplify or aid in the
        interpretation, construction, or meaning of the provisions of this
        Agreement.  The language in all parts to this Agreement, in all cases,
        shall be construed in accordance with the fair meaning of that language as
        if
        prepared by all parties and not strictly for or against any
        party.  Each party and counsel for such party have reviewed this
        Agreement.  The rule of construction, which requires a court to
        resolve any ambiguities against the drafting party, shall not apply in
        interpreting the provisions of this Agreement.

       

      13.
        Choice of
        Law.  All questions concerning the validity, interpretation, or
        performance of any of the terms, conditions and provisions of this Agreement
        or
        any of the rights or obligations of the parties shall be governed by, and
        resolved in accordance with, the laws of the State of Delaware, without regard
        to conflicts of law principles.

       

      14.  Severability.  In
        the event any part of this Agreement, for any reason, is determined by a
        court
        of competent jurisdiction to be invalid, such determination shall not affect
        the
        validity of any remaining portion of this Agreement, which remaining portion
        shall remain in full force and effect as if this Agreement had been executed
        with the invalid portion thereof eliminated.  It is hereby declared
        the intention of the parties that they would have executed the remaining
        portion
        of this Agreement without including such part, parts, or portion which, for
        any
        reason, may be hereafter determined to be invalid.

       

      15.  Waiver
        and
        Modification.  No modification, supplement or amendment of this
        Agreement or of any covenant, condition, or limitation specified in this
        Agreement shall be valid unless the same is made in writing and duly executed
        by
        both parties.  No waiver of any covenant, condition, or limitation
        specified in this Agreement shall be valid unless the same is made in writing
        and duly executed by the party making the waiver.  No waiver of any
        provision of this Agreement shall be deemed, or shall constitute, a waiver
        of
        any other provision, whether or not similar, nor shall any waiver constitute
        a
        continuing waiver.

       

      
        
           

        

        
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      16.  Governmental
        Rules and
        Regulations.  The transaction contemplated by the provisions of
        this Agreement are and shall remain subject to any and all present and future
        orders, rules and regulations of any duly constituted authority having
        jurisdiction of that transaction.

       

      17.  Number
        and
        Gender.  Whenever the singular number is used in this Agreement
        and, when required by the context, the same shall include the plural, and
        vice
        versa;  the masculine gender shall include the feminine and the neuter
        genders, and vice versa; and the word “person” shall include individual,
        company, sole proprietorship, corporation, joint venture, association, joint
        stock company, fraternal order, cooperative, league, club, society,
        organization, trust, estate, governmental agency, political subdivision or
        authority, firm, municipality, congregation, partnership, or other form of
        entity.

      


      IN
        WITNESS WHEREOF the parties have
        executed this Stock Purchase Agreement in duplicate and in multiple
        counterparts, each of which shall have the force and effect of an original,
        effective as of the date specified in the preamble of this Agreement.

      


      Welwind
        Energy International Corporation,

      a
        Delaware corporation

      


      
        
          	 By:	 	
                   By:

                	 	
                   

                
	 Its:	 Chief
                  Executive Officer	
                   Printed
                    Name:

                	 	
                   

                   

                
	 	 	 	 	 


        


        
          
             

          

          
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