W&E Source Corp.: Exhibit 10.1 - Filed by newsfilecorp.com






THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN
OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN)
PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “1933 ACT”).

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN
REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S.
PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. 

W&E SOURCE CORP.

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (“Agreement”) is made as
of January 23, 2012 by and between W&E Source Corp. f/k/a News of China,
Inc., a Nevada corporation (the “Company”), and Hong Ba (the
“Purchaser”).

     1. PURCHASE AND SALE OF SHARES;
LOCK-UP.

          1.1
Purchase and Sale. upon the terms and subject to the conditions contained
herein, and in reliance on the representations and warranties set forth herein,
at the Closing (as defined in Section 2 hereof) each of the Purchaser shall
purchase from the Company, and the Company shall issue and sell to each of the
Purchaser, 22,000,000 shares of the Company’s common stock (the “Shares”) for
the purchase price of RMB0.18 per Share, or aggregate purchase price of
RMB4,000,000.

          1.2
Lock-Up. From and after the date of the issuance of the Shares until the
fifth anniversary of such issuance, without the consent of the Company, the
Purchaser irrevocably agrees he will not offer, pledge, sell, contract to sell,
sell any option or contract to purchase, purchase any option or contract to
sell, grant any option, right or warrant to purchase or otherwise transfer or
dispose of, directly or indirectly, or announce the offering of, any of its
Shares (including any securities convertible into, or exchangeable for, or
representing the rights to receive, the Shares). In furtherance thereof, the
Company will notify its transfer agent in writing of the restrictions on such
Shares under this Agreement and direct the transfer agent not to process any
attempts by the Holder to resell or transfer any Holder’s Shares in violation of
this Agreement.

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     2. CLOSING.

          2.1
Date and Time. The closing of the sale of Shares contemplated by this
Agreement (the “Closing”) with respect to the Purchaser shall occur upon
satisfaction of the conditions set forth in Sections 2.2.1 and 2.3.1.

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

              
2.2.1 an executed copy of this Agreement.

          2.3
Deliveries by Company. As soon as practicable after closing, the Company
will deliver the following to the Purchaser:

              
2.3.1 an executed copy of this Agreement.

              
2.3.2 share certificates representing the Shares purchased by the Purchaser,
with each such Share being in definitive form and registered in the name of the
Purchaser. 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, 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.

          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
Delaware 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, 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.

          3.5
Stop Transfer. 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.

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     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, to purchase the Shares hereunder, and to carry out and perform its
obligations under the terms of this Agreement.

          4.2
Due Execution. This Agreement has been duly executed and delivered by the
Purchaser, and, upon due execution and delivery by the Company, this Agreement
will be valid and binding agreement 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.

          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 certifies to
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) The Purchaser shall
not engage in any hedging transactions with respect with the Company’s shares
unless in compliance with the Securities Act.

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(iii) 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

              
(iv) 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 which would include any activities undertaken for the
purpose of, or that could reasonably be expected to have the effect of,
conditioning the market in the United States for the resale of any of 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.

          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.”

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“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.

     5. MISCELLANEOUS.

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

          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:

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	 	If to the Company: 	W&E Source Corp. 
	 	  	c/o Delaware Intercorp, Inc. 
	 	  	113 Barksdale Professional Center 
	 		Newark, DE
19711  
	 	  	  
	 	With a copy to: 	Chiang Law Office, P.C. 
	 	  	1700 North First Street, Suite 343 
	 	  	San Jose, CA 95112 
	 	  	Attn: Matthew Chang 
	 	  	  
	 	If to the Purchaser: 	Unit 2702, Sanlitun SOHO Building 2 
	 	  	No. 8 Gongtibeilu, Chaoyang District 
	 	  	Beijing, People’s Republic of China 100027
  


          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: 
	 	  
	 	/s/Hong Ba
	 	Hong Ba 
	 	 
	 	THE COMPANY: 
	 	 
	 	W&E Source Corp. 
	 	  
	 	 
	 	 
	 	By:/s/Chenxi Shi 
	 	       
      Chenxi Shi, Chief Financial Officer 


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