8888 Acquisition Corporation - Exhibit 10.2 - Filed by newsfilecorp.com






Exhibit 10.2 

SECURITIES PURCHASE AGREEMENT 

          This
Securities Purchase Agreement (this “Agreement”) is dated as of October
19, 2010 among 8888 Acquisition Corporation, a Nevada corporation (the
“Company”) and the investors listed on the Schedule of Buyers attached
hereto as Exhibit A and identified on the signature pages hereto (each,
an “Investor” and collectively, the “Investors”). The Company and
the Investors are collectively referred to herein as the “Parties”. 

          WHEREAS,
on October 19, 2010, the Company entered into a Share Exchange Agreement (the
“Exchange Agreement”), with CCS-HK and the CCS-HK Shareholders (as
defined in Section 1.1 below), pursuant to which the Company acquired all of the
equity interest of CCS-HK and, indirectly, all of CCS-HK’s direct and indirect
subsidiaries, including WFOE, in exchange for 31,059,267 shares of Common Stock
(as defined in Section 1.1 below) which equals 98.85% of the total outstanding
shares of the Common Stock on a fully diluted basis as and immediately after the
closing of the exchange under the Exchange Agreement (the “Exchange”).


          WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to
the Securities Act (as defined below), the Company desires to issue and sell to
each Investor, and each Investor, severally and not jointly, desires to purchase
from the Company certain securities of the Company, as more fully described in
this Agreement. 

AGREEMENT 

          NOW
THEREFORE, in consideration of the mutual covenants contained in this
Agreement, and for other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, the Parties agree as follows: 

ARTICLE 1 

  DEFINITIONS 

          1.1.      Definitions.
  In addition to the terms defined elsewhere in this Agreement, for all purposes
  of this Agreement, the following terms shall have the meanings indicated in
  this Section 1.1: 

          “2010
Report” means the Quarterly Report of the Company for the fiscal period
ending December 31, 2010, as filed with the Commission on Form 10-Q (or such
other form appropriate for such purpose as promulgated by the Commission). 

          “2010
Guaranteed ATNI” has the meaning set forth in Section 4.7. 

          “2010
Make Good Shares” has the meaning set forth in Section 4.7. 

          “2010
Reviewed ATNI” shall have the meaning set forth in Section 4.7. 

          “Action”
means any action, suit, inquiry, notice of violation, proceeding (including any
partial proceeding such as a deposition) or investigation pending or threatened
in writing against or affecting the Company, any Subsidiary or any of their
respective properties before or by any court, arbitrator, governmental or
administrative agency, regulatory authority (federal, state, county or local),
stock market, stock exchange or trading facility. 

          “Affiliate”
means any Person that, directly or indirectly through one or more
intermediaries, controls or is controlled by or is under common control with a
Person. 




          
“Business Day” means any day except Saturday, Sunday and any day which is a
legal holiday or a day on which banking institutions in the State of New York,
Hong Kong and People’s Republic of China are authorized or required by law or
other governmental action to close. 

          “CCS-HK”
means Cheng Chang Shoes Industry Company Limited, a Hong Kong company

          “CCS-HK
Shareholders” means Mr. Zhuang Guoqing, River Tyne Ventures Inc., Zhao Kang
Capital Resource Limited, Kang Shi Investment Holdings Limited, Bai Cheng
Investment Limited, Heng Feng Investment Limited and Shiping Liu. 

          “Closing”
means the closing of the purchase and sale of the Shares pursuant to Article 2.


          “Closing
Date” means the Business Day on which all of the conditions set forth in
Sections 5.1 and 5.2 hereof are satisfied, or such other date as the parties may
agree. 

          “Commission”
means the Securities and Exchange Commission. 

          “Common
Stock” means the common stock of the Company, par value $0.0001 per share,
and any securities into which such common stock may hereafter be reclassified.


          “Company
Deliverables” has the meaning set forth in Section 2.2(a) . 

          “Company
Entities” means the Company, CCS-HK, WFOE and all existing Subsidiaries of
any such entities and any other entities which hereafter become Subsidiaries of
any such entities. 

          “Disclosure
Materials” means the Schedules to this Agreement. 

          “Effectiveness
Period" means, as to any registration statement required to be filed
pursuant to Section 4.2 of this Agreement, the period commencing on the date
when such registration statement is declared effective by the Commission and
ending on the earliest to occur of (a) the second anniversary of such effective
date, (b) such time as all of the Registrable Securities covered by such
registration statement have been publicly sold by the Investors included
therein, or (c) such time as all of the Registrable Securities covered by such
registration statement may be sold by the Investors without volume restrictions
pursuant to Rule 144 as determined by the counsel to the Company pursuant to a
written opinion letter to such effect, addressed and acceptable to the Company’s
transfer agent and the affected Investors. 

          “Exchange
Act” means the Securities Exchange Act of 1934, as amended. 

          “Existing
Company Entities” means the Company, CCS-HK, WFOE and their respective
Subsidiaries and "Existing Company Entity" means any of the Company,
CCS-HK, WFOE and any of their respective Subsidiaries. 

          “GAAP”
means U.S. generally accepted accounting principles. 

          “Governmental
Body” shall mean any: (a) nation, state, commonwealth, province, territory,
county, municipality, district or other jurisdiction of any nature; (b) federal,
state, local, municipal, foreign or other government; or (c) governmental or
quasi-governmental authority of any nature (including any governmental or
administrative division, department, agency, commission, instrumentality,
official, organization, unit, body or entity) and any court or other tribunal.


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          “Intellectual
Property Rights” has the meaning set forth in Section 3.1(o) . 

          “Investment
Amount” means, with respect to each Investor, the Investment Amount
indicated on such Investor’s signature page to this Agreement. 

          “Investor
Deliverables” has the meaning set forth in Section 2.2(b) . 

          "Legal
Requirement" shall mean any federal state, local, municipal, foreign or
other law, statute, constitution, principle of common law, resolution,
ordinance, code, edict, decree, rule, regulation, ruling or requirement issued,
enacted, adopted, promulgated, implemented or otherwise put into effect by or
under the authority of any Governmental Body (or under the authority of any
national securities exchange upon which the Common Stock is then listed or
traded). Reference to any Legal Requirement means such Legal Requirement as
amended, modified, codified, replaced or reenacted, in whole or in part, and in
effect from time to time, and reference to any section or other provision of any
Legal Requirement means that provision of such Legal Requirement from time to
time in effect and constituting the substantive amendment, modification,
codification, replacement or reenactment of such section or other provision.


          “Lien”
means any lien, charge, encumbrance, security interest, or other charge of any
kind. 

          “Make
  Good Beneficiary” means each of the Investors, Mr. Glenn A. Little,
  Advance Insight Ltd. a British Virgin Islands company.

          “Make
Good Escrow Agreement” means the Make Good Escrow Agreement, dated as of the
date hereof, among the Company, the Investor Agent, the escrow agent identified
therein (the “Make Good Escrow Agent”) and the Make Good Pledgor, in the
form of Exhibit B hereto, as may be amended from time to time pursuant to
this Agreement. 

          “Make
Good Pledgor” means Mr. Zhuang Guoqing. 

          “Material
Adverse Effect” means any of (i) a material and adverse effect on the
legality, validity or enforceability of any Transaction Document, (ii) a
material and adverse effect on the results of operations, assets, prospects,
business or condition (financial or otherwise) of the Company and the
Subsidiaries, taken as a whole, except for results or consequences attributable
to the effects of, or changes in, general economic or capital markets conditions
or effects and changes that generally affect the industries in which the Company
Entities operate, such as regulatory action by the PRC or municipal governments
or (iii) an adverse impairment to the Company’s ability to perform on a timely
basis its obligations under any Transaction Document. 

          “New
York Courts” means the state and federal courts sitting in the City of New
York, Borough of Manhattan. 

          “Outside
  Date” means the forty-fifth (45th) calendar day (if such calendar day
  is a Trading Day and if not, then the first Trading Day following such forty-fifth
  (45th) calendar day) following the date of this Agreement.

          “PRC”
means, for the purpose of this Agreement, the People’s Republic of China, not
including Taiwan, Hong Kong and Macau. 

          “Per
Share Purchase Price” equals USD$1.7682. 

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          “Person”
means an individual or corporation, partnership, trust, incorporated or
unincorporated association, joint venture, limited liability company, joint
stock company, government (or an agency or subdivision thereof) or other entity
of any kind. 

          “Proceeding”
means an action, claim, suit, investigation or proceeding (including an
investigation or partial proceeding, such as a deposition), whether commenced or
threatened. 

          “Registrable
Securities” means the Shares and 2010 Make Good Shares. 

          “Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities
Act, as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the Commission having substantially the same
effect as such Rule. 

          “Securities”
means the Shares and 2010 Make Good Shares. 

          “Securities
Act” means the Securities Act of 1933, as amended. 

          “Shares”
means the shares of Common Stock issued, issuable or transferable to the
Investors pursuant to this Agreement. 

          “Short
Sales” include all “short sales” as defined in Rule 200 promulgated under
Regulation SHO under the Exchange Act and all types of direct and indirect stock
pledges, forward sale contracts, options, puts, calls, swaps and similar
arrangements (including on a total return basis), and sales and other
transactions through non-US broker dealers or foreign regulated brokers. 

          “Subsidiary”
means any “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X
promulgated by the Commission under the Exchange Act. 

          “Trading
Day” means (i) a day on which the Common Stock is traded on a Trading
Market, or (ii) if the Common Stock is not quoted on any Trading Market, a day
on which the Common Stock is quoted in the over-the-counter market as reported
by the Pink Sheets LLC (or any similar organization or agency succeeding to its
functions of reporting prices); provided, that in the event that the Common
Stock is not listed or quoted as set forth in (i) and (ii) hereof, then Trading
Day shall mean a Business Day. 

          “Trading
Market” means whichever of the New York Stock Exchange, the NYSE Amex, the
NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital
Market, OTC Bulletin Board or OTCQB Market on which the Common Stock is listed
or quoted for trading on the date in question. 

          “Transaction
Documents” means this Agreement, the Closing Escrow Agreement and the Make
Good Escrow Agreement and any other documents or agreements executed in
connection with the transactions contemplated hereunder. 

          “Transfer
Agent” means Securities Transfer Corporation, and any successor transfer
agent of the Company. 

          “WFOE”
means Jinjiang Cheng Chang Shoes Co. Limited, a wholly foreign-owned enterprise
organized under the laws of the People’s Republic of China. 

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ARTICLE 2 
PURCHASE AND SALE 


          2.1.     
  Closing. Subject to the terms and conditions set forth in this Agreement,
  at the Closing, the Company shall issue and sell to each Investor, and each
  Investor shall, severally and not jointly, purchase from the Company, the Shares
  representing such Investor’s Investment Amount. The Closing shall take
  place at the offices of Pillsbury Winthrop Shaw Pittman, LLP, 2300 N Street
  NW, Washington, DC 20037 on the Closing Date or at such other location or time
  as the parties may agree. 

          2.2.     
Closing Deliveries. 

          (a)  
     At the Closing, the Company shall deliver or cause
to be delivered to each Investor the following (the “Company
Deliverables”): 

                      (i)       
 Irrevocable instruction letter, in agreed form, to the Transfer Agent
directing the Transfer Agent to issue a certificate evidencing a number of
Shares equal to such Investor’s Investment Amount divided by the Per Share
Purchase Price, registered in the name of such Investor or its nominee; and 

                      (ii)       
an officer’s certificate, in agreed form, certifying the satisfaction of each of
the conditions precedent to the Investors’ obligation to purchase Shares; 

                     
(iii)      the Make Good Escrow Agreement, duly
executed by all parties thereto. 

          (b)      At
or prior to the Closing, each Investor shall deliver or cause to be delivered to
the Company the following (the “Investor Deliverables”): 

                      
(i)        its Investment Amount, in
immediately available funds, by wire transfer to an account designated by the
Company;

                      (ii)       an
Accredited Investor Questionnaire; and 

                     
(iii)      each Transaction Document to which such
Investor is a party. 

ARTICLE 3 
REPRESENTATIONS AND WARRANTIES 

          3.1.      Representations
and Warranties of the Company. 

          Subject
to exceptions set forth in the disclosure schedule of the Company, the Company
hereby make the following representations and warranties to each Investor: 

          
(a)        Subsidiaries. The Existing
Company Entities have no direct or indirect Subsidiaries other than as disclosed
in Schedule 3.1(a). Except as disclosed in Schedule 3.1(a), the
Company owns, directly or indirectly, all of the capital stock of each
Subsidiary free and clear of any and all Liens, and all the issued and
outstanding shares of capital stock of each Subsidiary are validly issued and
are fully paid, non-assessable and free of preemptive and similar rights. 

          (b)       
Organization and Qualification. Each of the Existing Company Entities is
duly incorporated or otherwise organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or organization (as
applicable), with the requisite power and authority to own and use its properties and assets and to carry on its
business as currently conducted. No Existing Company Entity is in violation of
any of the provisions of its respective certificate or articles of
incorporation, bylaws or other organizational or charter documents. Each
Existing Company Entity is duly qualified to conduct its respective businesses
and is in good standing as a foreign corporation or other entity in each
jurisdiction in which the nature of the business conducted or property owned by
it makes such qualification necessary, except where the failure to be so
qualified or in good standing, as the case may be, could not, individually or in
the aggregate, have or reasonably be expected to result in a Material Adverse
Effect. 

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          (c)       
Authorization; Enforcement. Each Existing Company Entity which is or is
to become party to any Transaction Document has the requisite corporate and
other power and authority to enter into and to consummate the transactions
contemplated by each such Transaction Document to which it is a party and
otherwise to carry out its obligations thereunder. The execution and delivery of
the Transaction Documents, by each of the Existing Company Entities to be party
thereto and the consummation by each of them of the transactions contemplated
thereby have been duly authorized by all necessary action on the part of such
Existing Company Entity, and no further action is required by any of them in
connection with such authorization. Each Transaction Document has been (or upon
delivery will have been) duly executed by the Company and each other Existing
Company Entity required to execute the same (to the extent any of them is a
party thereto) and, when delivered in accordance with the terms hereof, will
constitute the valid and binding obligation of the Company and such Existing
Company Entity, enforceable against the Company and the Existing Company Entity,
as the case may be, each in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar Legal Requirement relating
to, or affecting generally the enforcement of, creditors’ rights and remedies or
by other equitable principles of general application. 

          (d)        No
Conflicts. The execution, delivery and performance of the Transaction
Documents by the Company, and each other Existing Company Entity (to the extent
a party thereto) and the consummation by the Company and such other Existing
Company Entities of the transactions contemplated thereby do not and will not
(i) conflict with or violate any provision of the Company’s, or such Existing
Company Entity's certificate of incorporation or bylaws, or (ii) conflict with,
or constitute a default (or an event that with notice or lapse of time or both
would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation (with or without notice, lapse of time
or both) of, any agreement, credit facility, debt or other instrument
(evidencing any of the debt of any Existing Company Entity’s debt or otherwise)
or other understanding to which any of the Existing Company Entities is a party
or by which any property or asset of any of the Existing Company Entities is
bound or affected, or (iii) result in a violation of any Legal Requirement,
rule, regulation, order, judgment, injunction, decree or other restriction of
any court or governmental authority to which the Company or a Subsidiary is
subject (including federal and state securities laws and regulations), or by
which any property or asset of any Existing Company Entity is bound or affected;
except in the case of each of clauses (ii) and (iii), such as could not,
individually or in the aggregate, have or reasonably be expected to result in a
Material Adverse Effect. 

          (e)        Filings,
Consents and Approvals. None of the Existing Company Entities is required to
obtain any consent, waiver, authorization or order of, give any notice to, or
make any filing or registration with, any Governmental Body in connection with
the execution, delivery and performance by the Company and each of the other
Existing Company Entities to the extent it is a party thereto of the Transaction
Documents, other than (i) the filing with the Commission of one or more
Registration Statements in accordance with the requirements of this agreement,
(ii) filings required by state securities laws, (iii) the filing of a Notice of
Sale of Securities on Form D with the Commission under Regulation D of the Securities Act, (iv) the filings required in accordance
with Section 4.5 and (v) those that have been made or obtained prior to the date
of this Agreement. 

6 




          (f)        Issuance
of the Shares. The Shares have been duly authorized and are, with respect to
the Shares to be delivered to the Investors on the Closing Date, when issued and
paid for in accordance with the Transaction Documents, will be, duly and validly
issued, fully paid and nonassessable, free and clear of all Liens. The Company
has reserved from its duly authorized capital stock the shares of Common Stock
issuable pursuant to this Agreement in order to issue the Shares. The Make Good
Pledgor is the record owner of the 2010 Make Good Shares. 

          (g)        Capitalization.
The number of shares and type of all authorized, issued and outstanding capital
stock of the Company, and all shares of Common Stock reserved for issuance under
the Company’s various option and incentive plans, is specified on Schedule
3.1(g). Except as specified on Schedule 3.1(g), no securities of the
Company are entitled to preemptive or similar rights, and no Person has any
right of first refusal, preemptive right, right of participation, or any similar
right to participate in the transactions contemplated by the Transaction
Documents. Except as specified on Schedule 3.1(g), there are no
outstanding options, warrants, scrip rights to subscribe to, calls or
commitments of any character whatsoever relating to, or securities, rights or
obligations convertible into or exchangeable for, or giving any Person any right
to subscribe for or acquire, any shares of Common Stock, or contracts,
commitments, understandings or arrangements by which the Company or any
Subsidiary is or may become bound to issue additional shares of Common Stock, or
securities or rights convertible or exchangeable into shares of Common Stock.
The sale of Shares to the Investors will not, immediately or with the passage of
time, obligate the Company to issue shares of Common Stock or other securities
to any Person (other than the Investors) or result in a right of any holder of
Company securities to adjust the exercise, conversion, exchange or reset price
under such securities. 

          (h)       
Financial Statements. The Company has filed all reports required to be
filed by it under the Securities Act and the Exchange Act, including pursuant to
Section 13(a) or 15(d) thereof, for the twelve months preceding the date hereof
(or such shorter period as the Company was required by law to file such reports)
(the foregoing materials being collectively referred to herein as the “SEC
Reports” and, together with the Schedules to this Agreement (if any), the
“Disclosure Materials”) on a timely basis or has timely filed a valid
extension of such time of filing and has filed any such SEC Reports prior to the
expiration of any such extension. As of their respective dates, the SEC Reports
complied in all material respects with the requirements of the Securities Act
and the Exchange Act and the rules and regulations of the Commission promulgated
thereunder, and none of the SEC Reports, when filed, contained any untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading. The financial
statements of the Company and each Subsidiary included in the SEC Reports comply
in all material respects with applicable accounting requirements and the rules
and regulations of the Commission with respect thereto as in effect at the time
of filing. Such financial statements have been prepared in accordance with GAAP
applied on a consistent basis during the periods involved, except as may be
otherwise specified in such financial statements or the notes thereto, and
fairly present in all material respects the financial position of the Company
and its consolidated Subsidiaries as of and for the dates thereof and the
results of operations and cash flows for the periods then ended, subject, in the
case of unaudited statements, to normal, year-end audit adjustments. 

          (i)        Material
Changes. Since the date of the latest audited financial statements of the
Company, (i) there has been no event, occurrence or development that has had or
that could reasonably be expected to result in a Material Adverse Effect, (ii)
the Existing Company Entities have not incurred any material liabilities
(contingent or otherwise) other than (A) trade payables, accrued expenses and
other liabilities incurred in the ordinary course of business consistent with
past practice and (B) liabilities not required to be reflected in the Company’s financial statements
pursuant to GAAP, (iii) the Existing Company Entities have not altered its
method of accounting or the identity of its auditors, and (iv) the Existing
Company Entities have not declared or made any dividend or distribution of cash
or other property to its stockholders or purchased, redeemed or made any
agreements to purchase or redeem any shares of its capital stock. 

7 




          (j)        Litigation.
There is no Action which (i) adversely affects or challenges the legality,
validity or enforceability of any of the Transaction Documents or the Shares or
(ii) could, if there were an unfavorable decision, individually or in the
aggregate, have or reasonably be expected to result in a Material Adverse
Effect. Neither the Existing Company Entities, nor to the knowledge of the
Existing Company Entities, any director or officer thereof (in his or her
capacity as such), is or has been the subject of any Action involving a claim of
violation of or liability under federal or state securities laws or a claim of
breach of fiduciary duty. There has not been, and to the knowledge of the
Company, there is not pending any investigation by the Commission involving any
Existing Company Entity or any current or former director or officer of an
Existing Company Entity (in his or her capacity as such). 

          (k)        Labor
Relations. No material labor dispute exists or, to the knowledge of the
Existing Company Entities, is imminent with respect to any of the employees of
the Existing Company Entities. 

          (l)        Compliance.
None of the Existing Company Entities (i) is in default under or in violation of
(and no event has occurred that has not been waived that, with notice or lapse
of time or both, would result in a default by an Existing Company Entity under),
nor has any Existing Company Entity received notice of a claim that it is in
default under or that it is in violation of, any indenture, loan or credit
agreement or any other agreement or instrument to which it is a party or by
which it or any of its properties is bound (whether or not such default or
violation has been waived), (ii) is in violation of any order of any court,
arbitrator or governmental body, or (iii) is or has been in violation of any
statute, rule or regulation of any governmental authority, including all
federal, state and local laws relating to taxes, environmental protection,
occupational health and safety, product quality and safety and employment and
labor matters, except in each case, such as could not, individually or in the
aggregate, have or reasonably be expected to result in a Material Adverse
Effect. 

          (m)       
Regulatory Permits. The Existing Company Entities possess all
certificates, authorizations and permits issued by the appropriate federal,
state, local or foreign regulatory authorities necessary to conduct their
respective businesses, except where the failure to possess such permits could
not, individually or in the aggregate, have or reasonably be expected to result
in a Material Adverse Effect, and the Existing Company Entities have not
received any notice of proceedings relating to the revocation or modification of
any such permits. 

          (n)        Title
to Assets. The Existing Company Entities own or have valid land use rights
to all real property that is material to their respective businesses and good
and marketable title in all personal property owned by them that is material to
their respective businesses, in each case free and clear of all Liens, except
for Liens as do not materially affect the value of such property and do not
materially interfere with the use made and proposed to be made of such property
by the Existing Company Entities. Any real property and facilities held under
lease by the Existing Company Entities are held by them under valid, subsisting
and enforceable leases. 

          (o)        Patents
and Trademarks. The Existing Company Entities have, or have rights to use,
all patents, patent applications, trademarks, trademark applications, service
marks, trade names, copyrights, licenses and other similar rights (collectively,
the “Intellectual Property Rights”) that are necessary or material for
use in connection with their respective businesses and which the failure to so
have could, individually or in the aggregate, have or reasonably be expected to
result in a Material Adverse Effect. 

8 




No Existing Company Entity has received a written notice that
the Intellectual Property Rights used by such Existing Company Entity violates
or infringes upon the rights of any Person. To the knowledge of the Existing
Company Entities, all such Intellectual Property Rights are enforceable and
there is no existing infringement by another Person of any of the Intellectual
Property Rights.

          (p)        Insurance.
The Existing Company Entities are insured by insurers of recognized financial
responsibility against such losses and risks and in such amounts as are prudent
and customary in the businesses in which the Existing Company Entities are
engaged. 

          (q)       
Certain Registration Matters. Assuming the accuracy of the Investors’
representations and warranties set forth in Section 3.2(b) -(e), no registration
under the Securities Act is required for the offer and sale of the Shares by the
Company to the Investors or the transfer of the 2010 Make Good Shares by the
Make Good Pledgor to the Investors under the Transaction Documents. The Company
is eligible to register its Common Stock for resale by the Investors under the
Securities Act. 

          (r)        Certain
Fees. Except as described in Schedule 3.1(r), no brokerage or
finder’s fees or commissions are or will be payable by the Existing Company
Entities to any broker, financial advisor or consultant, finder, placement
agent, investment banker, bank or other Person with respect to the transactions
contemplated by this Agreement. The Investors shall have no obligation with
respect to any fees or with respect to any claims (other than such fees or
commissions owed by an Investor pursuant to written agreements executed by such
Investor which fees or commissions shall be the sole responsibility of such
Investor) made by or on behalf of other Persons for fees of a type contemplated
in this Section that may be due in connection with the transactions contemplated
by this Agreement. 

          (s)       
Transactions With Affiliates and Employees; Customers. Except as
described in Schedule 3.1(s), none of the officers, directors or 5% or
more shareholders of any of the Existing Company Entities, and, to the knowledge
of the Company, none of the employees of any of the Existing Company Entities,
is presently a party to any transaction with any of the Existing Company
Entities (other than for services as employees, officers and directors),
including any contract, agreement or other arrangement providing for the
furnishing of services to or by, providing for rental of real or personal
property to or from, or otherwise requiring payments to or from any such Person
or, to the knowledge of the Company, any entity in which any officer, director,
or such employee or 5% or more shareholder has a substantial interest or is an
officer, director, trustee or partner. None of the Existing Company Entities
owes any money or other compensation to any of their respective officers or
directors or shareholders, except to the extent of ordinary course compensation
arrangements. No material customer of any of the Existing Company Entities has
indicated their intention to diminish their relationship with such Existing
Company Entity and none of the Existing Company Entities has any knowledge from
which it could reasonably conclude that any such customer relationship may be
adversely affected. 

          (t)       
No Additional Agreements. None of the Existing Company Entities has any
agreement or understanding with any Investor with respect to the transactions
contemplated by the Transaction Documents other than as specified in the
Transaction Documents. 

          (u)        Foreign
Corrupt Practices Act. None of the Existing Company Entities nor to the
knowledge of the Company, any agent or other person acting on behalf of the
Existing Company Entities, has, directly or indirectly, (i) used any funds, or
will use any proceeds from the sale of the Shares, for unlawful contributions,
gifts, entertainment or other unlawful expenses related to foreign or domestic
political activity, (ii) made any unlawful payment to foreign or domestic
government officials or employees or to any foreign or domestic political
parties or campaigns from corporate funds, (iii) failed to disclose fully any
contribution made by the Company, or any such Existing Company Entity (or made
by any Person acting on their behalf of which the Company is aware) or, to the
knowledge of the Existing Company Entities, any members of their respective management
which is in violation of any Legal Requirement, or (iv) has violated in any
material respect any provision of the e Foreign Corrupt Practices Act of 1977,
as amended, and the rules and regulations thereunder which was applicable to the
Existing Company Entities. 

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     (v)      Other
Representations and Warranties Relating to WFOE. 

        
             (i)        
All material consents, approvals, authorizations or licenses requisite under PRC
Legal Requirements for the due and proper establishment and operation of WFOE
have been duly obtained from the relevant PRC Governmental Bodies and are in
full force and effect.

        
             (ii)       
All filings and registrations with the PRC Governmental Bodies required in
respect of WFOE and its capital structure and operations including, without
limitation, the registration with the Ministry of Commerce, the China Securities
Regulatory Commission, the State Administration of Industry and or their
respective local divisions of Commerce, the State Administration of Foreign
Exchange, tax bureau and customs authorities have been duly completed in
accordance with the relevant PRC Legal Requirements, except where, the failure
to complete such filings and registrations does not, and would not, individually
or in the aggregate, have a Material Adverse Effect. 

        
             (iii)      
WFOE has complied with all relevant PRC Legal Requirements regarding the
contribution and payment of its registered share capital, the payment schedule
of which has been approved by the relevant PRC Governmental Bodies. There are no
outstanding commitments made by the Company or any Subsidiary (or any of their
shareholders) to sell any equity interest in WFOE. 

        
             (iv)       
WFOE has not received any letter or notice from any relevant PRC Governmental
Body notifying it of revocation of any licenses or qualifications issued to it
or any subsidy granted to it by any PRC Governmental Body for non-compliance
with the terms thereof or with applicable PRC Legal Requirements, or the lack of
compliance or remedial actions in respect of the activities carried out by WFOE,
except such revocation as does not, and would not, individually or in the
aggregate, have a Material Adverse Effect. 

          
           (v)        
WFOE has conducted its business activities within the permitted scope of
business or has otherwise operated its business in compliance with all relevant
Legal Requirements and with all requisite licenses and approvals granted by
competent PRC Governmental Bodies other than such non-compliance that do not,
and would not, individually or in the aggregate, have a Material Adverse Effect.
As to licenses, approvals and government grants and concessions requisite or
material for the conduct of any material part of WFOE’s business which is
subject to periodic renewal, the Company has no knowledge of any reasons related
to the WFOE for which such requisite renewals will not be granted by the
relevant PRC Governmental Bodies. 

                  
   (vi)        With regard to
employment and staff or labor, WFOE has complied with all applicable PRC Legal
Requirements in all material respects, including without limitation, those
pertaining to welfare funds, social benefits, medical benefits, insurance,
retirement benefits, pensions or the like, other than such non-compliance that
do not, and would not, individually or in the aggregate, have a Material Adverse
Effect. 

          (w)        Disclosure.
All disclosure provided to the Investors regarding the Company Entities and
their respective businesses and the transactions contemplated hereby, furnished
by or on behalf of the Company Entities (including their respective
representations and warranties set forth in this Agreement and the disclosure
set forth in any diligence report or business plan provided by any Company
Entity or any Person acting on such Company Entity’s behalf) are true and
correct in all material aspects and do not contain any untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements made therein,
in light of the circumstances under which they were made, not misleading. 

10 




          3.2.      Representations
and Warranties of the Investors. Each Investor hereby, for itself and for no
other Investor, represents and warrants to the Company as follows: 

          (a)        Organization;
Authority. If such Investor is a business entity, such Investor is an entity
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization with the requisite corporate or partnership
power and authority to enter into and to consummate the transactions
contemplated by the applicable Transaction Documents and otherwise to carry out
its obligations thereunder. The execution, delivery and performance by such
Investor of the transactions contemplated by this Agreement has been duly
authorized by all necessary corporate or, if such Investor is not a corporation,
such partnership, limited liability company or other applicable like action, on
the part of such Investor. Each Transaction Document to which it is a party has
been duly executed by such Investor, and when delivered by such Investor in
accordance with the terms hereof, will constitute the valid and legally binding
obligation of such Investor, enforceable against it in accordance with its
terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation or similar laws relating to,
or affecting generally the enforcement of, creditors’ rights and remedies or by
other equitable principles of general application. 

          (b)        Investment
Intent. Such Investor is acquiring the Securities as principal for its own
account for investment purposes only and not with a view towards, or resale in
connection with, a public sale or distribution of such Securities or any part
thereof, without prejudice, however, to such Investor’s right at all times to
sell or otherwise dispose of all or any part of such Securities in compliance
with applicable federal and state securities laws. Subject to the immediately
preceding sentence, nothing contained herein shall be deemed a representation or
warranty by such Investor to hold the Securities for any period of time. Such
Investor is acquiring the Securities hereunder in the ordinary course of its
business. Such Investor does not have any agreement or understanding, directly
or indirectly, with any Person to distribute any of the Securities. 

          (c)        Investor
Status. At the time such Investor was offered the Securities, it was an
“accredited investor” as defined in Rule 501(a) under the Securities Act. Such
Investor is not a registered broker dealer under Section 15 of the Exchange Act.


          (d)       
General Solicitation. Such Investor is not purchasing the Securities as a
result of any advertisement, article, notice or other communication regarding
the Securities published in any newspaper, magazine or similar media or
broadcast over television or radio. 

          (e)        Access
to Information. Such Investor acknowledges that it has reviewed the
Disclosure Materials and has been afforded (i) the opportunity to ask such
questions as it has deemed necessary of, and to receive answers from,
representatives of the Company concerning the terms and conditions of the
offering of the Securities and the merits and risks of investing in the
Securities; (ii) access to information about the Company and the Subsidiaries
and their respective financial condition, results of operations, business,
properties, management and prospects sufficient to enable it to evaluate its
investment; and (iii) the opportunity to obtain such additional information that
the Company possesses or can acquire without unreasonable effort or expense that
is necessary to make an informed investment decision with respect to the
investment. Neither such inquiries nor any other investigation conducted by or
on behalf of such Investor or its representatives or counsel shall modify, amend
or affect such Investor’s right to rely on the truth, accuracy and completeness
of the Disclosure Materials and the Company’s representations and warranties
contained in the Transaction Documents. 

11 




          (f)        Certain
Trading Activities. Such Investor has not directly or indirectly, nor has
any Person acting on behalf of or pursuant to any understanding with such
Investor, engaged in any transactions in the securities of the Company
(including any Short Sales involving the Company’s securities) since the time
that such Investor was first contacted by the Company, any Placement Agent, or
any other Person acting on behalf of the Company regarding the investment in the
Company contemplated by this Agreement. Such Investor covenants that neither it
nor any Person acting on its behalf or pursuant to any understanding with it
will engage in any transactions in the securities of the Company (including
Short Sales) prior to the time that the transactions contemplated by this
Agreement are publicly disclosed. 

          (g)       
Independent Investment Decision. Such Investor has independently
evaluated the merits of its decision to purchase Securities pursuant to the
Transaction Documents, and such Investor confirms that it has not relied on the
advice of any other Investor’s business and/or legal counsel in making such
decision. Such Investor has not relied on the business or legal advice of the
Placement Agents or any of their respective agents, counsel, or Affiliates in
making its investment decision hereunder, and confirms that none of such Persons
has made any representations or warranties to such Investor in connection with
the transactions contemplated by the Transaction Documents. 

          (h)        Rule
144. Such Investor understands that the Securities must be held indefinitely
unless such Securities are registered under the Securities Act or an exemption
from registration is available. Such Investor acknowledges that it is familiar
with Rule 144 and that such Investor has been advised that Rule 144 permits
resales only under certain circumstances. Such Investor understands that to the
extent that Rule 144 is not available, such Investor will be unable to sell any
Securities without either registration under the Securities Act or the existence
of another exemption from such registration requirement. 

          (i)        General.
Such Investor understands that the Securities are being offered and sold in
reliance on a transactional exemption from the registration requirements of
federal and state securities laws and the Company is relying upon the truth and
accuracy of the representations, warranties, agreements, acknowledgments and
understandings of such Investor set forth herein in order to determine the
applicability of such exemptions and the suitability of such Investor to acquire
the Securities. Such Investor understands that no United States federal or state
agency or any Governmental Body has passed upon or made any recommendation or
endorsement of the Securities. 

          (j)        Regulation
S. If such Investor is not a U.S. Person (as such term is defined in Section
902(a) of Regulation S), such Investor (i) acknowledges that the certificate(s)
representing or evidencing the Securities contain a customary restrictive legend
restricting the offer, sale or transfer of any Securities except in accordance
with the provisions of Regulation S, pursuant to registration under the
Securities Act, or pursuant to an available exemption from registration, (ii)
agrees that all offers and sales by such Investor of Securities shall be made
pursuant to an effective registration statement under the Securities Act or
pursuant to an exemption from, or a transaction not subject to the registration
requirements of, the Securities Act, (iii) represents that the offer to purchase
the Securities was made to such Investor outside of the United States, and such
Investor was, at the time of the offer and will be, at the time of the sale and
is now, outside the United States, (iv) has not engaged in or directed any
unsolicited offers to purchase Securities in the United States, (v) is neither a
U.S. Person nor a Distributor (as such terms are defined in Section 902(a) and
902(c), respectively, of Regulation S), (vi) has purchased the Securities for
its own account and not for the account or benefit of any U.S. Person, (vii) is
the sole beneficial owner of the Shares and has not pre-arranged any sale with a
purchaser in the United States, and (ix) is familiar with and understands the
terms and conditions and requirements contained in Regulation S, specifically,
without limitation, each Investor understands that the statutory basis for the
exemption claimed for the sale of the Securities would not be present if the sale,
although in technical compliance with Regulation S, is part of a plan or scheme
to evade the registration provisions of the Securities Act. 

12 




The Company acknowledges and agrees that no Investor has made
or makes any representations or warranties with respect to the transactions
contemplated hereby other than those specifically set forth in this Section 3.2.


ARTICLE 4. 

  OTHER AGREEMENTS OF THE PARTIES 

          4.1.      Compliance
with Securities Laws. 

          (a)        Securities
may only be disposed of in compliance with state and federal securities laws. In
connection with any transfer of the Securities, other than pursuant to an
effective registration statement, pursuant to Rule 144, or to the Company, to an
Affiliate of an Investor or in connection with a pledge as contemplated in
Section 4.1(b), the Company may require the transferor thereof to provide to the
Company an opinion of counsel selected by the transferor, the substance of which
opinion shall be reasonably acceptable to the Company, to the effect that such
transfer does not require registration of such transferred Securities under the
Securities Act. Notwithstanding the foregoing, the Company hereby consents to
and agrees to register on the books of the Company and with its transfer agent,
without any such legal opinion, any transfer of Securities by an Investor to an
Affiliate of such Investor, provided that the transferee certifies to the
Company that it is an “accredited investor” as defined in Rule 501(a) under the
Securities Act and provided that such Affiliate does not request any removal of
any existing legends on any certificate evidencing the Securities. Certificates
evidencing the Securities will contain the following legend, until such time as
they are not required under Section 4.1(c): 


  
    
      
        THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE
          SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY
          STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
          ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
          MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
          STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION
          FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
          OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
          LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
          SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO
          THE COMPANY. THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA
          FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES. 

      

    

  



          The
Company acknowledges and agrees that an Investor may from time to time pledge,
and/or grant a security interest in some or all of the Securities pursuant to a
bona fide margin agreement in connection with a bona fide margin account and, if
required under the terms of such agreement or account, such Investor may
transfer pledged or secured Securities to the pledgees or secured parties. Such
a pledge or transfer would not be subject to approval or consent of the Company
and no legal opinion of legal counsel to the pledgee, secured party or pledgor
shall be required in connection with the pledge, but such legal opinion may be
required in connection with a subsequent transfer following default by the
Investor transferee of the pledge. No notice shall be required of such pledge.
At the appropriate Investor’s expense, the Company will execute and deliver such
reasonable documentation as a pledgee or secured party of Securities may
reasonably request in connection with a pledge or transfer of the Securities
including the preparation and filing of any required prospectus supplement under
Rule 424(b)(3) of the Securities Act or other applicable provision of the
Securities Act to appropriately amend the list of Selling Stockholders
thereunder. Except as otherwise provided in Section 4.1(c), any Securities
subject to a pledge or security interest as contemplated by this Section 4.1(b)
shall continue to bear the legend set forth in this Section 4.1(b) and be
subject to the restrictions on transfer set forth in Section 4.1(a) . 

13 




          (b)      
 Certificates evidencing Securities shall not contain any legend (including
the legend set forth in Section 4.1(b)): 

    
                 (i)       
following a sale or transfer of such Securities pursuant to an effective
registration statement (including a Registration Statement), or 

    
                 (ii)       
following a sale or transfer of such Securities pursuant to Rule 144 (assuming
the transferee is not an Affiliate of the Company), or 

                 
    (iii)      while such
Securities are eligible for sale under Rule 144 without volume restriction. 

          4.2.      Registration
Obligation.

          (a) 
 The Company shall file a registration statement as soon as commercially
reasonable, but in any event within forty-five (45) days of the Closing Date, on
Form S-1, or such other form that is appropriate, covering the resale of the
Shares. The Company shall file a registration statement as soon as commercially
reasonable, but in any event within forty-five (45) days of the date the 2010
Make Good Shares are issuable to the Make Good Beneficiaries on Form S-1, or
such other form that is appropriate, covering the resale of the 2010 Make Good
Shares. 

          (b)  
If at any time prior to the one (1) year anniversary of the Closing Date, the
Company or any shareholder of the Company proposes to register any of its Common
Stock or any securities convertible into Common Stock under the Securities Act
(other than pursuant to an offering of securities in connection with an employee
benefit, share dividend, share ownership or dividend reinvestment plan or
registration of securities in connection with a business combination
transaction) and the registration form to be used may be used by the Company for
the registration of the Registrable Securities, the Company shall give prompt
written notice to the Investors (which shall include for purposes of this
Section 4.2, the Make Good Beneficiaries (if applicable)) of its intention to
effect such a registration (each a “Piggyback Notice”) and shall, if
commercially practicable, include in such registration statement all Registrable
Securities then required to be registered that are not then covered by an
effective registration statement with respect to which the Company has received
written request from the Investors for inclusion therein within ten (10)
Business Days after the date of sending the Piggyback Notice (the “Piggyback
Registration”) to the Investors. 

          (c)      
 In connection with any registration, the Company will: 

                      (i)         
prepare and file with the Commission a registration statement in a commercially
reasonable time with respect to such securities and use its commercially
reasonable efforts to cause such registration statement to become and remain
effective for the Effectiveness Period; 

14 




                 
    (ii)        prepare
and file with the Commission such amendments and supplements to such
registration statement and the prospectus used in connection therewith as may be
necessary to keep such registration statement effective and to comply with the
provisions of the Securities Act with respect to the sale or other disposition
of all securities covered by such registration statement until the such time as
all of such securities have been disposed of in a public offering; 

                
     (iii)       furnish
to the Investors, at the option of the Company in electronic format, such number
of copies of a summary prospectus or other prospectus, including a preliminary
prospectus, in conformity with the requirements of the Securities Act, and such
other documents, as the Investors may reasonably request; 

                
     (iv)       
register or qualify the securities covered by such registration statement under
such other securities or blue sky laws of such jurisdictions within the United
States and Puerto Rico as the Investors shall reasonably request (provided,
however, that it shall not be obligated to qualify as a foreign corporation to
do business under the laws of any jurisdiction in which it is not then qualified
or to file any general consent to service or process); 

                 
    (v)        
furnish, at the request of the Investors, a legal opinion of the counsel
representing the Company for the purposes of such registration, addressed to the
Investors, in customary form and covering matters of the type customarily
covered in such legal opinions; 

                
      (vi)      
 notify the Investors, at any time when the Registration Statement include
an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading
in light of the circumstances then existing, and at the request of the
Investors, prepare and furnish to such person(s) such reasonable number of
copies of any amendment or supplement to the Registration Statement as may be
necessary so that, as thereafter delivered to the Investors of such shares, such
Registration Statement shall not include any untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in light of the circumstances then
existing, and to deliver to Investors of any other securities of the Company
included in the offering copies of such Registration Statement as so amended or
supplemented; 

                
     (vii)       keep
the Investors informed of the Company’s best estimate of the earliest date on
which the Registration Statement will become effective, and promptly notify the
Investors of (A) the effectiveness of such Registration Statement, (B) a request
by the Commission for an amendment or supplement to such Registration Statement,
(C) the issuance by the Commission of an order suspending the effectiveness of
the Registration Statement, or of the threat of any proceeding for that purpose,
and (D) the suspension of the qualification of any securities to be included in
the Registration Statement for sale in any jurisdiction or the initiation or
threat of any proceeding for that purpose; and 

                 
    (viii)      before filing
any registration statement as contemplated by Section 4.2 hereof and any
amendment or supplement thereto (including any documents incorporated by
reference therein), the Company shall furnish to the Investors copies of all
such Registration Statement, at the option of the Company in electronic format,
which Registration Statement shall be subject to the review of such Investors
and, where feasible, the Company shall make such changes in the Registration
Statement as are promptly and reasonably requested by an Investor. The Investors
shall provide their comments to the Registration Statement, if any, within 2
Business Days after the receipt of such Registration Statement. 

          (d)       
All registrations (piggyback or otherwise) made by the Investors will be made
solely at the Company’s expense, other than (i) if an underwritten offering is
consented to by the Company, the underwriters’, broker-dealers’ and placement
agents’ selling discounts, commissions and fees relating to the sale of the Investors’ securities, (ii) any costs and
expenses of counsel, accountants or other advisors retained by the Investors and
(iii) all transfer, franchise, capital stock and other taxes, if any, applicable
to the Investors’ securities (collectively, “Investors’ Expenses”) which
shall be paid by the Investors. 

15 




          (e)       
In the event of any registration of any Registrable Securities under the
Securities Act pursuant to this Agreement, the Company shall indemnify and hold
harmless each Investor holding such Registrable Securities, such Investor's
directors and officers, and each other person (including each underwriter) who
participated in the offering of such Registrable Securities and each other
person, if any, who controls such Investor or such participating person within
the meaning of the Securities Act, against any losses, claims, damages,
liabilities, costs (including, without limitation, reasonable costs of
preparation and reasonable attorneys' fees), or expenses, joint or several, to
which such Investor or any such director or officer or participating person or
controlling person may become subject under the Securities Act or any other
statute or at common law, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon (i) any untrue
statement or any alleged untrue statement of any material fact contained in any
registration statement under which such securities were registered under the
Securities Act, any preliminary prospectus or final prospectus contained
therein, or any amendment or supplement thereto, (ii) any omission or any
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, or (iii) any other
violation of any applicable securities laws, and in each of the foregoing
circumstances shall reimburse such Investor or such director, officer or
participating person or controlling person for any legal or any other expenses
reasonably incurred by such Investor or such director, officer or participating
person or controlling person in connection with investigating or defending any
such loss, claim, damage, liability or action; provided, however, that the
Company shall not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon any actual or alleged
untrue statement or actual or alleged omission made in such registration
statement, preliminary prospectus, prospectus or amendment or supplement in
reliance upon and in conformity with written information furnished to the
Company by such Investor specifically for use therein. 

          (f)        In
the event of any registration of any Registrable Securities under the Securities
Act pursuant to this Agreement, each Investor holding Registrable Securities
agrees to indemnify and hold harmless the Company, its directors and officers
and each other person, if any, who controls the Company within the meaning of
the Securities Act and any other Investor against any losses, claims, damages,
liabilities, costs (including, without limitation, reasonable costs of
preparation and reasonable attorneys' fees), or expenses, joint or several, to
which the Company or any such director or officer or any such person may become
subject under the Securities Act or any other statute or at common law, insofar
as such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon (i) any untrue statement or any alleged untrue
statement of any material fact contained in any registration statement under
which such securities were registered under the Securities Act, any preliminary
prospectus or final prospectus contained therein, or any amendment or supplement
thereto, or (ii) any omission or any alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, but in either case only to the extent that such untrue
statement or omission is (A) made in reliance on and in conformity with any
information furnished in writing by such Investor to the Company concerning such
Investor specifically for inclusion in the Registration Statement relating to
such offering, and (B) is not corrected by such Investor and distributed to the
Investors within a reasonable period of time. Notwithstanding the provisions of
this paragraph, no Investor shall be required to indemnify any person pursuant
to this paragraph or to contribute pursuant to paragraph (g) below in an amount
in excess of the amount of the aggregate net proceeds received by such Investor
in connection with any such registration under the Securities Act. 

          (g)       If
the indemnification provided for above from the indemnifying party is
unavailable to an indemnified party hereunder in respect of any losses, claims,
damages, liabilities or expenses referred to therein, then the indemnifying party, in lieu of
indemnifying such indemnified party, shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages,
liabilities or expenses in such proportion as is appropriate to reflect the
relative fault of the indemnifying party and indemnified parties in connection
with the actions which resulted in such losses, claims, damages, liabilities or
expenses, as well as any other relevant equitable considerations. The relative
fault of such indemnifying party and indemnified parties shall be determined by
reference to, among other things, whether any action in question, including any
untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact, has been made by, or relates to information
supplied by, such indemnifying party or indemnified parties, and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such action. The amount paid or payable by a party as a result of the
losses, claims, damages, liabilities and expenses referred to above shall be
deemed to include any legal or other fees or expenses reasonably incurred by
such party in connection with any investigation or proceeding. The parties
hereto agree that it would not be just and equitable if contribution pursuant to
this paragraph were determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable considerations referred
to above. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. 

16 




          (h)       
In order to permit the Investors to sell the Registrable Securities, if so
desired, pursuant to any applicable resale exemption under applicable securities
laws and regulations, the Company shall: 

                      (i)       
comply with all rules and regulations of the Commission in connection with use
of any such resale exemption; 

                      (ii)      
make and keep available adequate and current public information regarding the
Company; 

                      (iii)      file
with the Commission in a timely manner, all reports and other documents required
to be filed under the Securities Act, the Exchange Act, or other applicable
securities laws and regulations; 

                      (iv)     
 upon written request from any Investor, furnish to such Investor copies of
annual reports required to be filed under the Exchange Act and other applicable
securities laws and regulations; and 

                      
(v)        upon written request from any
Investor, furnish to such Investor, upon written request (A) a copy of the most
recent quarterly report of the Company and such other reports and documents
filed by the Company with the Commission and (B) such other information as may
be reasonably required to permit the Investors to sell pursuant to any
applicable resale exemption under the Securities Act or other applicable
securities law and regulations, if any. 

                
     (vi)       All
rights of the Investors under this Section 4 are unique to and limited to the
Investors and may not be transferred or inure to the benefit of the Investors’
successors and assigns or any other transferee who obtains Registrable
Securities. 

          4.3.      Integration.
The Company shall not, and shall use its best efforts to ensure that no
Affiliate of the Company shall, sell, offer for sale or solicit offers to buy or
otherwise negotiate in respect of any security (as defined in Section 2 of the
Securities Act) that would be integrated with the offer or sale of the
Securities in a manner that would require the registration under the Securities
Act of the sale of the Securities to the Investors, or that would be integrated
with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market in
a manner that would require stockholder approval of the sale of the securities
to the Investors. 

17 




          4.4.     
Subsequent Registrations. The Company may not file any registration
statement (other than on Form S-8) with the Commission with respect to any
securities of the Company prior to the time that all Shares are registered
pursuant to one or more effective registration statement(s), and the
prospectuses forming a portion of such registration statement(s) is available
for the resale of all Shares, except that if an Investor declines in writing to
include their Shares in a registration statement, then this Section 4.4
hereafter ceases to apply to the Shares of such Investor (other than if such
Investor declines to include its Shares because such Investor was unwilling to
be named as an underwriter in such Registration Statement). 

          4.5.      Securities
Laws Disclosure; Publicity. By (i) 9:30 a.m. (New York time) on the Trading
Day following the Closing Date, the Company shall issue a press release,
disclosing the transactions contemplated by the Transaction Documents and the
Closing and by (ii) 5:30 p.m. (New York time) on the fourth Trading Day
following the Closing Date, the Company will file a Current Report on Form 8-K,
disclosing the material terms of the Transaction Documents and the Closing. The
Company covenants that following such disclosure, the Investors shall no longer
be in possession of any material, non-public information with respect to any of
the Existing Company Entities. In addition, the Company will make such other
filings and notices in the manner and time required by the Commission and the
Trading Market on which the Common Stock is listed. Notwithstanding the
foregoing, the Company shall not publicly disclose the name of any Investor, or
include the name of any Investor in any filing with the Commission (other than
the Registration Statement and any exhibits to filings made in respect of this
transaction in accordance with periodic filing requirements under the Exchange
Act) or any regulatory agency or Trading Market, without the prior written
consent of such Investor, except to the extent such disclosure is required by
law or Trading Market regulations. 

          4.6     
Use of Proceeds. The Company will use the net proceeds from the sale of
the Shares hereunder for working capital purposes, acquisitions and/or capital
expenditures. 

          4.7.     
Make Good Shares.

          
(a)        The Make Good Pledgor agrees
that in the event that the After Tax Net Income reported in the 2010 Report,
after converting into Renminbi (“RMB”) using the applicable currency
translation rate as set forth in the 2010 Report (the “2010 Reviewed
ATNI”), is less than RMB 45,997,157 (the “2010 Guaranteed ATNI”), a
number of Escrowed Shares (as defined and calculated below) shall be transferred
in accordance with the Make Good Escrow Agreement to the Make Good Beneficiaries
on a pro rata basis (determined by dividing (1) the number of shares purchased
by each Investor hereunder or held by each non-Investor Make Good Beneficiary
(as the case may be) by (2) the sum total number of shares purchased by each
Investor hereunder plus the number of shares owned by each non-Investor Make
Good Beneficiary) for no consideration and without the need of any Make Good
Beneficiary to take any action with respect thereto (the “2010 Make Good
Shares”). The aggregate number of “2010 Make Good Shares” means a
number of shares of Common Stock (as equitably adjusted for any stock splits,
stock combinations, stock dividends or similar transactions) calculated using
the following formula: 

5,023,816 x [1 – (RMB 24,002,843 + 2010 Reviewed ATNI) / RMB
70,000,000)]2 x 8.4542 

Notwithstanding the foregoing, in no event shall the Make Good
Pledgor be obligated to transfer more than 7,492,154 shares to the Make Good
Beneficiaries, as a combined group.

18 




          (b)       
For purposes hereof, “After Tax Net Income” shall mean the Company’s net
income after taxes for the six (6) month period ending December 31, 2010
determined in accordance with GAAP as reported in the 2010 Report with
adjustments described in this paragraph below. Notwithstanding the foregoing or
anything else to the contrary herein, for purposes of determining whether the
2010 Guaranteed ATNI has been met, (i) non-operating expenses incurred as a
result of the Company’s U.S. public company status shall be excluded (i.e.,
filing fees, costs for hiring independent directors (including compensation for
such independent directors and costs for directors’ and officers’ insurance
coverage in an amount and scope that is customary for an entity of the Company’s
size and nature), and hiring of investor relations firm, independent auditor and
U.S. securities counsel), and (ii) expenses and/or other charges relating to the
release of any of the Escrow Shares as a result of the operation of this Section
4.7 shall not be deemed to be an expense, charge, or any other deduction from
revenues even though GAAP may require contrary treatment or the 2010 Report
filed with the Commission by the Company may report otherwise. If prior to the
first anniversary of the filing of the 2010 Report, the Company or their
auditors report or recognize that the financial statements contained in such
report are subject to amendment or restatement such that the Company would
recognize or report adjusted 2010 Reviewed ATNI of less than the 2010 Guaranteed
ATNI, then notwithstanding any prior return of the Escrowed Shares to the Make
Good Pledgor, the Make Good Pledgor will, within 10 Business Days following the
earlier of the filing of such amendment or restatement or recognition, deliver
the relevant 2010 Make Good Shares to the Make Good Beneficiaries without any
further action on the part of the Make Good Beneficiaries. If the 2010 Reviewed
ATNI equals or exceeds the 2010 Guaranteed ATNI, all shares comprising the
Escrow Shares shall be returned immediately to the Make Good Pledgor without
further action by any Make Good Beneficiary. If the 2010 Reviewed ATNI is less
than the 2010 Guaranteed ATNI and the total number of 2010 Make Good Shares to
be transferred to the Make Good Beneficiaries is less than the total number of
Escrow Shares, the remaining number of Escrow Shares shall be returned
immediately to the Make Good Pledgor without further action by any Make Good
Beneficiary.

          (c)       
In connection with the foregoing, the Make Good Pledgor agrees that within five
Trading Days following the Closing, the Make Good Pledgor will deposit 7,492,154
shares of Common Stock (“Escrowed Shares”) held by him into escrow in
accordance with the Make Good Escrow Agreement along with stock powers executed
in blank (or such other signed instrument of transfer acceptable to the
Company’s transfer agent), and the handling and disposition of the Escrowed
Shares shall be governed by this Section 4.7 and the Make Good Escrow Agreement.
The Company shall notify the Investors as soon as the Escrowed Shares have been
deposited with the Make Good Escrow Agent.

          (d)        Each
of the Make Good Beneficiaries understands and agrees that the Make Good
Beneficiaries’ right to receive 2010 Make Good Shares is a unique and personal
right of such Make Good Beneficiary which requires such Make Good Beneficiary to
continue to own the shares when the 2010 Reviewed ATNI is determined for
purposes of this Section 4.7. The right of a Make Good Beneficiary to receive
any Make Good Shares will be proportionately reduced if such Make Good
Beneficiary does not continue to own the same number of shares on the 2010
Reviewed ATNI determination date as are owned on the date hereof. Furthermore,
the right to receive Make Good Shares shall not run to the benefit of any
transferee of any Shares transferred by any Make Good Beneficiary to a third
party (other than an entity affiliated with such Make Good Beneficiary, family
member or heir of a Make Good Beneficiary or to a trust or similar vehicle
established by a Make Good Beneficiary in connection with estate planning
purposes). Notwithstanding anything to the contrary herein, if Advanced Insight
Ltd. transfers any of its shares of Common Stock to a third party within 30 days
after the Closing, its right to receive Make Good Shares shall run to the
benefit of such third party as if the third party owned the shares on the date
hereof and Advanced Insight Ltd.’s right to the Make Good Shares, if any, will
be appropriately and proportionally reduced. Advanced Insight Ltd. shall inform
the Company such transfer within 5 Business Days after the completion of the
transfer.

19 




          (e)       
The Company covenants and agrees that if any Make Good Beneficiary desires to
transfer any 2010 Make Good Shares (after such 2010 Make Good Shares shall be
properly transferable to any such Make Good Beneficiary in accordance with the
terms hereof and the Make Good Escrow Agreement), the Company shall promptly
instruct its Transfer Agent to reissue and deliver such 2010 Make Good Shares in
the name of a permitted transferee as directed by such Make Good Beneficiary.


          (f)        If
any term or provision of this Section 4.7 contradicts or conflicts with any term
or provision of the Make Good Escrow Agreement, the terms of the Make Good
Escrow Agreement shall control. 

ARTICLE 5. 
CONDITIONS PRECEDENT TO CLOSING


          5.1.     
Conditions Precedent to the Obligations of the Investors to Purchase
Shares. The obligation of each Investor to acquire Shares at the Closing is
subject to the satisfaction or waiver by such Investor, at or before the
Closing, of each of the following conditions: 

          (a)       
Representations and Warranties. The representations and warranties of the
Company contained herein shall be true and correct in all material respects as
of the date when made and as of the Closing as though made on and as of such
date; 

          (b)        Performance.
The Company shall have performed, satisfied and complied in all material
respects with all covenants, agreements and conditions required by the
Transaction Documents to be performed, satisfied or complied with by it at or
prior to the Closing; 

          (c)       
No Injunction. No statute, rule, regulation, executive order, decree,
ruling or injunction shall have been enacted, entered, promulgated or endorsed
by any court or governmental authority of competent jurisdiction that prohibits
the consummation of any of the transactions contemplated by the Transaction
Documents; 

          (d)       
Adverse Changes. Since the date of execution of this Agreement, no event
or series of events shall have occurred that reasonably could have or result in
a Material Adverse Effect; 

          (e)        Company
Deliverables. The Company shall have delivered the Company Deliverables in
accordance with Section 2.2(a); and 

          (f)       
Termination. This Agreement shall not have been terminated as to such
Investor in accordance with Section 6.5. 

          5.2.      Conditions
Precedent to the Obligations of the Company to sell Shares. The obligation
of the Company to sell Shares at the Closing is subject to the satisfaction or
waiver by the Company, at or before the Closing, of each of the following
conditions: 

          (a)       
Representations and Warranties. The representations and warranties of
each Investor contained herein shall be true and correct in all material
respects as of the date when made and as of the Closing Date as though made on
and as of such date; 

          (b)        Performance.
Each Investor shall have performed, satisfied and complied in all material
respects with all covenants, agreements and conditions required by the
Transaction Documents to be performed, satisfied or complied with by such
Investor at or prior to the Closing; 

20 




          (c)      
 No Injunction. No statute, rule, regulation, executive order,
decree, ruling or injunction shall have been enacted, entered, promulgated or
endorsed by any court or governmental authority of competent jurisdiction that
prohibits the consummation of any of the transactions contemplated by the
Transaction Documents;

          (d)      
 Investors Deliverables. Each Investor shall have delivered its
Investors Deliverables in accordance with Section 2.2(b); and 

          (e)       
Termination. This Agreement shall not have been terminated as to such
Investor in accordance with Section 6.5. 

ARTICLE 6. 
MISCELLANEOUS 

          6.1.     
Fees and Expenses. Each party shall pay the fees and expenses of its
advisers, counsel, accountants and other experts, if any, and all other expenses
incurred by such party incident to the negotiation, preparation, execution,
delivery and performance of the Transaction Documents. The Company shall pay all
stamp and other taxes and duties levied in connection with the issuance and/or
transfer of the Securities. 

          6.2.      Entire
Agreement. The Transaction Documents, together with the Exhibits and
Schedules thereto, contain the entire understanding of the parties with respect
to the subject matter hereof and supersede all prior agreements, understandings,
discussions and representations, oral or written, with respect to such matters,
which the parties acknowledge have been merged into such documents, exhibits and
schedules. 

          6.3.      Notices.
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) the date of transmission, if such notice or
communication is delivered via facsimile (provided the sender receives a
machine-generated confirmation of successful transmission) at the facsimile
number specified in this Section prior to 5:30 p.m. (New York City time) on a
Trading Day, (b) the next Trading Day after the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile number
specified in this Section on a day that is not a Trading Day or later than 5:30
p.m. (New York City time) on any Trading Day, (c) the Trading 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. The address for such notices and communications shall be as
follows: 

If to the Company:

Mr. Zhuang Guoqing 
Chairman

Jinjiang Chengchang Shoes Co., Ltd. 
Quingyanglianyu Industrial Area

Jinjiang City, Fujian Province 
People’s Republic of China 

  Facsimile: (86) 595-85689208 

21 




With a copy to: 

Pillsbury Winthrop Shaw Pittman LLP

2300 N Street, N.W. 
Washington, DC 20037-1122 
Attention: Joseph R.
Tiano, Esq. 
Facsimile: +1 202-663-8007 

If to an Investor: 

                   
To the address set forth under such Investor’s name on the signature pages
hereof; 

or such other address as may be designated in writing
hereafter, in the same manner, by such Person. 

          6.4.     
Amendments; Waivers; No Additional Consideration. No provision of this
Agreement may be waived or amended except in a written instrument signed by the
Company and the Investors holding a majority of the Shares then held by the
Investors (excluding any Investors that are Affiliates of the Company). No
waiver of any default with respect to any provision, condition or requirement of
this Agreement shall be deemed to be a continuing waiver in the future or a
waiver of any subsequent default or a waiver of any other provision, condition
or requirement hereof, nor shall any delay or omission of either party to
exercise any right hereunder in any manner impair the exercise of any such
right. No consideration shall be offered or paid to any Investor to amend or
consent to a waiver or modification of any provision of any Transaction Document
unless the same consideration is also offered to all Investors who then hold
Shares. Notwithstanding anything contained herein to the contrary, a Person can,
without the need for approval by any other Investors to this Agreement, become a
Party to this Agreement by executing and delivering a joinder signature page
hereto before the Outside Date, whereupon such Person will be deemed an Investor
for all purposes of this Agreement and will be automatically added to Exhibit A
hereto. 

          6.5.      Termination.
This Agreement may be terminated prior to Closing: 

          (a)     
  by written agreement of an Investor (as to itself but no other
Investor) and the Company; and 

          (b)   
    by the Company or an Investor (as to itself but no other
Investor) upon written notice to the other, if the Closing shall not have taken
place by 6:30 p.m. Eastern time on the Outside Date; provided, that the right to
terminate this Agreement under this Section 6.5(b) shall not be available to any
Person whose failure to comply with its obligations under this Agreement has
been the cause of or resulted in the failure of the Closing to occur on or
before such time. 

          In
the event of a termination pursuant to this Section, the Company shall promptly
notify all nonterminating Investors. Upon a termination in accordance with this
Section 6.5, the Company and the terminating Investor(s) shall not have any
further obligation or liability (including as arising from such termination) to
the other and no Investor will have any liability to any other Investor under
the Transaction Documents as a result therefrom.

          6.6.      Construction;
Language, Interpretation. The headings herein are for convenience only, do
not constitute a part of this Agreement and shall not be deemed to limit or
affect any of the provisions hereof. The language used in this Agreement will be
deemed to be the language chosen by the parties to express their mutual intent,
and no rules of strict construction will be applied against any party. This
Agreement shall be construed as if drafted jointly by the parties, and no
presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the
authorship of any provisions of this Agreement or any of the Transaction
Documents. The words “including,” “include” and other words of similar import
shall be deemed to be followed by the words “without limitation.” 

22 




          6.7.     
Successors and Assigns. This Agreement shall be binding upon and inure to
the benefit of the parties and their successors and permitted assigns. The
Company may not assign this Agreement or any rights or obligations hereunder
without the prior written consent of the Investors. Any Investor may assign any
or all of its rights under this Agreement to any Person to whom such Investor
assigns or transfers any Securities, provided such transferee agrees in writing
to be bound, with respect to the transferred Securities, by the provisions
hereof that apply to the Investors. 

          6.8.      No
Third-Party Beneficiaries. This Agreement is intended for the benefit of the
parties hereto and their respective successors and permitted assigns and is not
for the benefit of, nor may any provision hereof be enforced by, any other
Person. 

          6.9.      Governing
Law. 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 New York, without regard to
the principles of conflicts of law thereof. Each party agrees that all
Proceedings concerning the interpretations, enforcement and defense of the
transactions contemplated by this Agreement and any other Transaction Documents
(whether brought against a party hereto or its respective Affiliates, employees
or agents) shall be commenced exclusively in the New York Courts. Each party
hereto hereby irrevocably submits to the exclusive jurisdiction of the New York
Courts 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 any of the Transaction Documents), and hereby
irrevocably waives, and agrees not to assert in any Proceeding, any claim that
it is not personally subject to the jurisdiction of any such New York Court, or
that such Proceeding has been commenced in an improper or inconvenient forum.
Each party hereto hereby irrevocably waives personal service of process and
consents to process being served in any such 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 manner permitted by law.
Each party hereto hereby irrevocably waives, to the fullest extent permitted by
applicable law, any and all right to trial by jury in any legal proceeding
arising out of or relating to this Agreement or the transactions contemplated
hereby. If either party shall commence a Proceeding to enforce any provisions of
a Transaction Document, then the prevailing party in such 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 Proceeding. 

          6.10.     
Survival. The representations, warranties, agreements and covenants
contained herein shall survive the Closing and the delivery of the Securities
for 18 months following the Closing Date. 

          6.11.      Execution.
This Agreement may be executed in two or more counterparts, all of which when
taken together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to the
other party, it being understood that both parties need not sign the same
counterpart. In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) with the same
force and effect as if such facsimile signature page were an original thereof.


23 




          6.12.     
Severability. If any provision of this Agreement is held to be invalid or
unenforceable in any respect, the validity and enforceability of the remaining
terms and provisions of this Agreement shall not in any way be affected or
impaired thereby and the parties will attempt to agree upon a valid and
enforceable provision that is a reasonable substitute therefor, and upon so
agreeing, shall incorporate such substitute provision in this Agreement. 

          6.13.      Replacement
of Securities. If any certificate or instrument evidencing any Securities is
mutilated, lost, stolen or destroyed, the Company shall issue or cause to be
issued in exchange and substitution for and upon cancellation thereof, or in
lieu of and substitution therefor, a new certificate or instrument, but only
upon receipt of evidence reasonably satisfactory to the Company of such loss,
theft or destruction and customary and reasonable indemnity, if requested. The
applicants for a new certificate or instrument under such circumstances shall
also pay any reasonable third-party costs associated with the issuance of such
replacement Securities. If a replacement certificate or instrument evidencing
any Securities is requested due to a mutilation thereof, the Company may require
delivery of such mutilated certificate or instrument as a condition precedent to
any issuance of a replacement. 

          6.14.     
Independent Nature of Investors’ Obligations and Rights. The obligations
of each Investor under any Transaction Document are several and not joint with
the obligations of any other Investor, and no Investor shall be responsible in
any way for the performance of the obligations of any other Investor under any
Transaction Document. The decision of each Investor to purchase Shares pursuant
to the Transaction Documents has been made by such Investor independently of any
other Investor. Nothing contained herein or in any Transaction Document, and no
action taken by any Investor pursuant thereto, shall be deemed to constitute the
Investors as a partnership, an association, a joint venture or any other kind of
entity, or create a presumption that the Investors are in any way acting in
concert or as a group with respect to such obligations or the transactions
contemplated by the Transaction Documents. Each Investor acknowledges that no
other Investor has acted as agent for such Investor in connection with making
its investment hereunder and that no Investor will be acting as agent of such
Investor in connection with monitoring its investment in the Shares or enforcing
its rights under the Transaction Documents. Each Investor shall be entitled to
independently protect and enforce its rights, including the rights arising out
of this Agreement or out of the other Transaction Documents, and it shall not be
necessary for any other Investor to be joined as an additional party in any
proceeding for such purpose. The Company acknowledges that each of the Investors
has been provided with the same Transaction Documents for the purpose of closing
a transaction with multiple Investors and not because it was required or
requested to do so by any Investor. 

          6.15.      Limitation
of Liability. Notwithstanding anything herein to the contrary, the Company
acknowledges and agrees that the liability of an Investor arising directly or
indirectly, under any Transaction Document of any and every nature whatsoever
shall be satisfied solely out of the assets of such Investor, and that no
trustee, officer, other investment vehicle or any other Affiliate of such
Investor or any investor, shareholder or holder of shares of beneficial interest
of such a Investor shall be personally liable for any liabilities of such
Investor. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 

  SIGNATURE PAGES FOLLOW] 

 

 

24 




          IN
WITNESS WHEREOF, the parties hereto have caused this Securities Purchase
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above. 

8888 ACQUISITION CORPORATION



By: /s/
Guoqing Zhuang                                                      
Name: Guoqing Zhuang 
Title: Chief Executive Officer



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK -- SIGNATURE PAGES
FOR INVESTORS FOLLOW] 

 

 

 




          IN
WITNESS WHEREOF, the parties hereto have caused this Securities Purchase
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above. 

	 	NAME OF INVESTOR 
	 	 
	 	WANG
      WENLING                                                         
       
	 	(Print Name Above) 
	 	  
	 	/s/ Wang
      Wenling                                                              
       
	 	(Sign Name Above) 
	 	  
	 	Investment Amount:
      $4,504,505                                       
      
	 	 
	 	Tax ID No.:
  _________________________________
	 	  
	 	 
	 	ADDRESS FOR NOTICE 
	 	 
	 	c/o:
  _______________________________________
	 	 
	 	Street:
  _____________________________________
	 	 
	 	City/State/Zip:
    _______________________________
	 	 
	 	Attention:
  __________________________________
	 	 
	 	Tel:
  _______________________________________
	 	 
	 	Fax:
  _______________________________________
	 	 
	 	 
	 	DELIVERY INSTRUCTIONS 
	 	(if different from above) 
	 	 
	 	c/o:
  _______________________________________
	 	 
	 	Street:
  _____________________________________
	 	 
	 	City/State/Zip:
    _______________________________
	 	 
	 	Attention:
  __________________________________
	 	 
	 	Tel:
  _______________________________________






EXHIBIT A 

SCHEDULE OF BUYERS 


	Name 	Investment Amount 	Number of Shares 
	Wang Wenling 	$4,504,505 	2,547,500