v306298_ex10-1 -- Converted by SECPublisher 2.1.1.8, created by BCL Technologies Inc., for SEC Filing


 


Exhibit 10.1


 










STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT
(the “Agreement”) is dated day of March 12, 2012, by and among Fenghua Fan (the “Buyer”), China Intelligence
Information Systems, Inc.. (the “Company”). China Intelligence Information System Inc. WHEREAS, the Company desire
to sell its common stock to Buyer, and Buyer desires to buy 4,880,000 shares of the Company’s common stock for the consideration
and upon the terms and subject to the conditions hereinafter set forth. NOW, THEREFORE, in consideration of the premises, the
provisions and the respective agreements, stated as follows 1. Purchase and Sale of Stock. 1.1 Agreement to Purchase and Sell.
Upon the terms and subject to the conditions set forth in this Agreement and upon the representations and warranties made herein
by each of the parties to the other, on the Closing Date (as such term is hereinafter defined), Company shall delivery 4,880,000
shares of common stock to Buyer, and Buyer shall pay $1,903,200 (or RMB equivalent, exchange rate of 1:6.30517) to the Company;
the payment shall be paid in two installments that the first $951,600 on March 15, 2012 and the second $951,600 on March 22, 2012.
1.2 Purchase Price. Upon the terms and subject to the conditions set forth in this Agreement, in reliance upon the representations,
warranties, both the Buyer and the Company agree that the Purchase Price is $0.39 per share.













1.3 Payment of Purchase Amount. The Purchase Amount shall be payable on the mutually agreed date within
this agreement by wire transfer of immediately available funds in accordance with the Company's written wire instructions. 1.4
Closing. The closing of the transaction contemplated herein (the "Closing") will be at the office of the Company on or
before March 30, 2012 or at such other place or at such other date and time as the Company and Buyer may mutually agree. Such date
and time of Closing is herein referred to as the "Closing Date." 2. Representations and Warranties of the Company. The
Company, represents and warrants to Buyer as follows: 2.1 Existence and Good Standing. The Company is a limited liability Company
duly registered, validly existing and in good standing under the laws of the State of Nevada. The Company is duly licensed or qualified
to do business and is in good standing under the laws of all other jurisdictions in which the character of the properties owned
or leased by it therein or in which the transaction of its business makes such qualification necessary. 2.2 Corporate Authority.
The Company has all requisite corporate power and authority to own its properties and carry on its business as now conducted. 2.3
Compliance with Law. The Company is not in default with respect to any order of any court, governmental authority or arbitration
board or tribunal to which the Company is a party or is subject, and the Company is not in violation of any laws, ordinances, governmental
rules or regulations to which it is subject. The Company has obtained all licenses, permits and other authorizations and has taken
all actions required by applicable laws or governmental regulations in connection with its business as now conducted. 2.4 Validity
and Effect of Agreements. This Agreement constitutes, and all agreements and documents contemplated hereby when executed and delivered
pursuant hereto will constitute, the valid and legally binding obligations of the Company and Shareholders.













enforceable in accordance with their terms, except that enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, fraudulent transfer, moratorium or other similar laws of general application now or hereafter in effect
relating to the enforcement of creditors' rights generally and except that the remedies of specific performance, injunction and
other forms of equitable relief are subject to certain tests of equity jurisdiction, equitable defenses and the discretion of the
court before which any proceeding therefore may be brought. 2.5 Acknowledgment Regarding Buyer's Purchase of Stock. The Company
acknowledges and agrees that the Buyer is acting in the capacity of arm's length purchaser with respect to the Agreement and the
transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the Company, (ii) an "affiliate"
of the Company or any of its Subsidiaries (as defined in Rule 144) or (iii) to the knowledge of the Company, a "beneficial
owner" of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act
of 1934, as amended (the "1934 Act")). The Company further acknowledges that no Buyer is acting as a financial advisor
or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Agreement and the transactions
contemplated hereby and thereby, and any advice given by the Buyer or any of its representatives or agents in connection with the
Agreement and the transactions contemplated hereby and thereby is merely incidental to the Buyer's purchase of the stock. The Company
further represents to the Buyer that the Company's decision to enter into the Agreement has been based solely on the independent
evaluation by the Company and its representatives. 2.6 No General Solicitation; Placement Agent's Fees. Neither the Company, nor
any of its Subsidiaries or affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation
or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Securities. The Company
shall be responsible for the payment of any placement agent's fees, financial advisory fees, or brokers' commissions (other than
for persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby.
The Company shall pay, and hold the Buyer harmless against, any liability, loss or expense (including, without limitation, attorney's
fees and out-of-pocket expenses) arising in connection with any such claim.













2.7 SEC Documents; Financial Statements. During the two (2) years prior to the date hereof, the Company
has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the
reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and
financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to
as the "SEC Documents"). The Company has delivered to the Buyer or their respective representatives true, correct and
complete copies of the SEC Documents not available on the EDGAR system. As of their respective dates, the SEC Documents complied
in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder
applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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 the light of the circumstances under which they were made, not misleading. 2.8 Undisclosed Liabilities.
The Company has no liabilities or obligations whatsoever, whether accrued, absolute, contingent or otherwise, which are not reflected
or provided for in the Financial Statements. 2.9 Absence of Certain Changes or Events Since the Date of the Audited Balance Sheet.
Since the date of the Financial Statements, the Company has not: (A) incurred any liability whatsoever, whether accrued, absolute,
contingent or otherwise, except those liabilities and obligations referred to in Section 2.8 above, and except in connection with
this Agreement and the transactions contemplated hereby;













(B) discharged or satisfied any lien, security interest or encumbrance or paid any obligation or liability
(fixed or contingent), other than in the ordinary course of business and consistent with past practice; (C) mortgaged, pledged
or subjected to any lien, security interest or other encumbrance any of its assets or properties; (D) transferred, leased or otherwise
disposed of any of its assets or properties except for a fair consideration in the ordinary course of business and consistent with
past practice or, except in the ordinary course of business and consistent with past practice, acquired any assets or properties;
(E) canceled or compromised any debt or claim, except in the ordinary course of business and consistent with past practice; (F)
waived or released any rights of material value; (G) made or granted any wage or salary increase applicable to any group or classification
of employees generally, entered into any employment contract with, or made any loan to, or entered into any material transaction
of any other nature with, any officer or employee of the Company; (H) suffered any casualty loss or damage (whether or not such
loss or damage shall have been covered by insurance) which affects in any material respect its ability to conduct business, or
suffered any casualty loss or damage in excess of $25,000.00 and which is not covered by insurance; or













(I) declared any dividends or bonuses, or authorized or affected any amendment or restatement of the articles
of incorporation or by-laws of the Company or taken any steps looking toward the dissolution or liquidation of the Company. Between
the date of this Agreement and the Closing, the Company will not, without prior written notice to Buyer, do any of the things listed
in sub-paragraphs (A) through (I) above. 2.10 Taxes. The Company (i) has duly and timely filed or caused to be filed all federal,
state, local and foreign tax returns (including, without limitation, consolidated and/or combined tax returns) required to be filed
by it prior to the date of this Agreement which relate to the Company or with respect to which the Company or the assets or properties
of the Company are liable or otherwise in any way subject, (ii) has paid or fully accrued for all taxes shown to be due and payable
on such returns (which taxes are all the taxes due and payable under the laws and regulations pursuant to which such returns were
filed), and (iii) has properly accrued for all such taxes accrued in respect of the Company or the assets and properties of the
Company for periods subsequent to the periods covered by such returns. No deficiency in payment of taxes for any period has been
asserted by any taxing body and remains unsettled at the date of this Agreement. Copies of all federal, state, local and foreign
tax returns of the Company have been made available for inspection by Buyer. 2.11 Title to Company Shares. The Company Shares are
duly authorized, validly issued, fully paid and non-assessable and are owned by Shareholders free and clear of all liens, encumbrances,
charges, assessments and adverse claims. The Company Shares are subject to no restrictions with respect to transferability to Buyer
in accordance with the terms of this Agreement. Upon transfer of the Company Shares by Shareholders, Buyer will, as a result, receive
good and marketable title to all of the Company Shares, free and clear of all security interests, liens, encumbrances, charges,
assessments, restrictions and adverse claims.













2.12 Title to Property and Assets. The Company has good and marketable title to all of the properties
and assets reflected in the Balance Sheets. None of such properties or assets is, except as disclosed in said Balance Sheets hereto,
subject to a contract of sale not in the ordinary course of business, or subject to security interests, mortgages, encumbrances,
liens or charges of any kind or character. 2.13 Business Property Rights. The property referred herein, together with (i) all designs,
methods, inventions and know-how related thereto and (ii) all trademarks, trade names, service marks, and copyrights claimed or
used by the Company which have not been registered (collectively "Business Property Rights"), constitute all such proprietary
rights owned or held by the Company. The Company owns or has valid rights to use all such Business Property Rights without conflict
with the rights of others. Except as set forth herein, no person or corporation has made or, to the knowledge of the Company, threatened
to make any claims that the operation of the business of the Company is in violation of or infringes any Business Property Rights
or any other proprietary or trade rights of any third party. To the knowledge of the Company, no third party is in violation of
or is infringing upon any Business Property Rights. 2.14 No Breach or Default. The Company is not in default under any contract
to which it is a party or by which it is bound, nor has any event occurred which, after the giving of notice or the passage of
time or both, would constitute a default under any such contract. Shareholders have no reason to believe that the parties to such
contracts will not fulfill their obligations under such contracts in all material respects or are threatened with insolvency. 2.15
Labor Controversies. The Company is not a party to any collective bargaining agreement. There are not any controversies between
the Company and any of its employees which might reasonably be expected to materially adversely affect the conduct of its business,
or any unresolved labor union grievances or unfair labor practice or labor arbitration proceedings pending or threatened relating
to its business, and there are not any organizational efforts presently being made or threatened involving any of the Company's
employees. The Company has not received notice of any claim that the Company has not complied with any laws relating to the employment
of labor, including any provisions thereof relating to wages, hours, collective bargaining, the payment of social security and
similar taxes, equal employment opportunity, employment discrimination and employment safety, or that the Company is liable for
any arrears of wages or any taxes or penalties for failure to comply with any of the foregoing.













2.16 Litigation. Except as set forth herein, there are
no actions, suits or proceedings with respect to the Company involving claims by or against Shareholders or the Company which
are pending or threatened against Shareholders or the Company, at law or in equity, or before or by any federal, state, municipal
or other governmental department, commission, board, bureau, agency or instrumentality. No basis for any action, suit or proceeding
exists, and there are no orders, judgments, injunctions or decrees of any court or governmental agency with respect to which Shareholders
or the Company has been named or to which Shareholders or the Company is a party, which apply, in whole or in part, to the business
of the Company, or to any of the assets or properties of the Company or the Company Shares or which would result in any material
adverse change in the business or prospects of the Company. 2.17 Bank Information. The wire shall be sent to the Company’s
Bank according to the information below: US Dollar Account China Intelligence Information System INC. ADD: 2470 Saint Rose PKWY
STE 304 Henderson N.V 89074-7775 Bank of America, N.A. ADD: 10459N 28th Drive Phoenix AZ 85051-1597 ACC #: 004682127161 SWIFT:
BOFAUS3N RMB Account BankACC#: 11001079400053009490
Account Name: 2.18 Powers of Attorney. There are no persons holding powers of attorney from the Company. 2.19 No Misrepresentation
or Omission. No representation or warranty by Shareholders in this Article 2 or in any other Article or Section of this Agreement,
or in any













contains or will contain any untrue statement of a material fact or omits or will omit to state a material
fact necessary to make the statements contained therein not misleading or will omit to state a material fact necessary in order
to provide Buyer with accurate information as to the Company. 3. Representations and Warranties of Buyer. Buyer represents and
warrants to the Company as follows: 3.1 Existence and Good Standing. Buyer is a Chinese citizen with his residential place in China.
3.2 Corporate Authority. Buyer has all requisite corporate power and authority to own its properties and carry on its business
as now conducted 3.3 Compliance with Law. Buyer is not in default with respect to any order of any court, governmental authority
or arbitration board or tribunal to which Buyer is a party or is subject, and Buyer is not in violation of any laws, ordinances,
governmental rules or regulations to which it is subject. Buyer has obtained all licenses, permits or other authorizations and
has taken all actions required by applicable laws or governmental regulations in connection with its business as now conducted.
3.4 Authorization; Validity and Effect of Agreements. The execution and delivery of this Agreement and all agreements and documents
contemplated hereby by Buyer, and the consummation by it of the transactions contemplated hereby, have been duly authorized by
all requisite corporate action. This Agreement constitutes, and all agreements and documents contemplated hereby when executed
and delivered pursuant hereto will constitute, the valid and legally binding obligations of Buyer enforceable in accordance with
their terms, except that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent transfer,
moratorium or other similar laws of general application now or hereafter in effect













relating to the enforcement of creditors' rights generally and except that the remedies of specific performance,
injunction and other forms of equitable relief are subject to certain tests of equity jurisdiction, equitable defenses and the
discretion of the court before which any proceeding therefore may be brought. The execution and delivery of this Agreement by Buyer
does not and the consummation of the transactions contemplated hereby will not (i) require the consent of any third party, (ii)
result in the breach of any term or provision of, or constitute a default under, or result in the acceleration of or entitle any
party to accelerate (whether after the giving of notice or the lapse of time or both) any obligation under, or result in the creation
or imposition of any lien, charge, pledge, security interest or other encumbrance upon any part of the property of the Company
pursuant to any provision of, any order, judgment, arbitration award, injunction, decree, indenture, mortgage, lease, license,
lien, or other agreement or instrument to which Buyer is a party or by which it is bound, and (iii) violate or conflict with any
provision of the bylaws or articles of incorporation of Buyer as amended to the date of this Agreement. 3.5 Absence of undisclosed
liabilities. The Buyer has not had nor does it have any indebtedness, loss or liability of any nature whatsoever (other than those
occurred in the normal course of business) whether accrued, absolute or contingent. 3.6 Accredited Investor Status. Such Buyer
is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D. 3.7 Disposition under Rule 144 .
Purchaser understands that: the shares of Stock are restricted securities within the meaning of Rule 144 promulgated under the
1934 Act; that the exemption from registration under Rule 144 will not be available in any event for at least 6 (six) months from
the date of purchase and payment of the Stock. The sale of the Stock will be subject to the stipulations under Rule 144. 4. Other
Covenants and Agreements. 4.1 Company Cooperation. Subject to the terms and conditions of this Agreement, the Company will use
its best efforts to cause its officers, directors, employees, accountants,













consultants, advisors and agents, to take, or cause to be taken, all actions and to do, or cause to be
done, all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement. 4.2 Public Announcements.
Neither the Companys nor Buyer will at any time, without the prior written consent of the other, make any announcement, issue any
press release or make any statement with respect to this Agreement or any of the terms or conditions hereof except as may be necessary
to comply with any law, regulation or order and then only after written notice to the other party of the timing, context and content
of such announcement, press release or statement; provided, however, that subsequent to the Closing the Company may disclose the
consummation of the transaction herein contemplated without the consent of the Buyer. 5. Conditions of Closing. 5.1 Buyer’s
Conditions of Closing. The obligation of Buyer to purchase and pay for the Company Shares shall be subject to and conditioned upon
the satisfaction (or waiver by Buyer) at the Closing of each of the following conditions: (A) All representations and warranties
of the Company contained in this Agreement shall be true and correct at and as of the Closing Date, the Company shall have performed
all agreements and covenants and satisfied all conditions on its part to be performed or satisfied by the Closing Date pursuant
to the terms of this Agreement. (B) There shall have been no material adverse change since the date of the Audited Balance Sheet
in the financial condition, business or affairs of the Company, and the Company shall not have suffered any material loss (whether
or not insured) by reason of physical damage caused by fire, earthquake, accident or other calamity which materially affects the
value of its assets, properties or business. (C) Neither any investigation of the Company by Buyer, nor any supplement or other
document delivered to Buyer as contemplated by this Agreement, shall have revealed













any facts or circumstances which, in the sole and exclusive judgment of Buyer and regardless of the cause
thereof, reflect in an adverse way on the Company or its financial condition, assets, liabilities (absolute, accrued, contingent
or otherwise), reserves, business, operations or prospects. (D) No suit, action, investigation, inquiry or other proceeding by
any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions
the validity or legality of the transactions contemplated hereby. (E) As of the Closing, there shall be no effective injunction,
writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions
provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions
contemplated hereby, which is unduly burdensome on Buyer. (F) As of the Closing, there shall have been no material adverse change
in the amount of issued and outstanding common stock of the Company. 5.2 The Company’s Conditions of Closing. The obligation
of the Company to sell its Shares shall be subject to and conditioned upon the satisfaction (or waiver by the Company) at the Closing
of each of the following conditions: (A) All representations and warranties of Buyer contained in this Agreement shall be true
and correct at and as of the Closing Date and Buyer shall have performed all agreements and covenants and satisfied all conditions
on its part to the performed or satisfied by the Closing Date pursuant to the terms of this Agreement. (B) Buyer shall have effected
payment of the Purchase Amount in accordance with Section 1.1 of this Agreement and according to the bank wire information stipulated
in Section 2.17, by providing the Company a bank confirmation of the wire.













(C) Resolutions of its Board of Directors authorizing execution of this Agreement and the execution, performance
and delivery of all agreements, documents and transactions contemplated hereby; and (D) The incumbency of its officers executing
this Agreement and all agreements and documents contemplated hereby. (E) No suit, action, investigation, inquiry or other proceeding
by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions
the validity or legality of the transactions contemplated hereby. (F) As of the Closing, there shall be no effective injunction,
writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions
provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions
contemplated hereby, which is unduly burdensome on the Company. 6. Termination. 6.1 Methods of Termination. The transactions contemplated
herein may be terminated and/or abandoned at any time before or after approval thereof by the Company and Buyer, but not later
than the Closing: 6.1.1 By mutual consent of Buyer and the Company, or 6.1.2 By Buyer, if any of the conditions provided for in
Section 5.1 hereof shall not have been met or waived in writing by Buyer at or prior to Closing; or 6.1.3 By the Company, if any
of the conditions provided for in Section 5.2 hereof shall not have been met or waived in writing by the Company at or prior to
Closing.













6.2 Procedure Upon Termination. In the event of termination by Buyer or the Company, as applicable, pursuant
to Section 6.1 hereof, written notice thereof shall forthwith be given to the other party and the transactions contemplated by
this Agreement shall be terminated without further action by Buyer or the Company. If the transactions contemplated by this Agreement
are so terminated: Each party will redeliver all documents, work papers and other material of any other party relating to the transactions
contemplated hereby, whether so obtained before or after the execution of this Agreement, to the party furnishing the same. 7 Miscellaneous.
7.1 Notice. Any notice required or permitted hereunder shall be in writing and shall be sufficiently given if personally delivered
or mailed by certified or registered mail, return receipt requested. (or to such other address as any party shall specify by written
notice so given), and shall be deemed to have been delivered as of the date so personally delivered or mailed. 7.2 Execution of
Additional Documents. The parties hereto will at any time, and from time to time after the Closing Date, upon request of the other
party, execute, acknowledge and deliver all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and
assurances as may be reasonably required to carry out the intent of this Agreement, and to transfer and vest title to any Company
Shares being transferred hereunder, and to protect the right, title and interest in and enjoyment of all of the Company Shares
sold, granted, assigned, transferred, delivered and conveyed pursuant to this Agreement; provided, however, that this Agreement
shall be effective regardless of whether any such additional documents are executed. 7.3 Binding Effect; Benefits. This Agreement
shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, successors, executors, administrators
and assigns. Notwithstanding anything contained in this Agreement to the













contrary, nothing in this Agreement, expressed or implied, is intended to confer on any person other than
the parties hereto or their respective heirs, successors, executors, administrators and assigns any rights, remedies, obligations
or liabilities under or by reason of this Agreement. 7.4 Entire Agreement. This Agreement, together with the Exhibits, Schedules
and other documents contemplated hereby, constitute the final written expression of all of the agreements between the parties,
and is a complete and exclusive statement of those terms. It supersedes all understandings and negotiations concerning the matters
specified herein. Any representations, promises, warranties or statements made by either party that differ in any way from the
terms of this written Agreement and the Exhibits, Schedules and other documents contemplated hereby, shall be given no force or
effect. The parties specifically represent, each to the other, that there are no additional or supplemental agreements between
them related in any way to the matters herein contained unless specifically included or referred to herein. No addition to or modification
of any provision of this Agreement shall be binding upon any party unless made in writing and signed by all parties. 7.5 Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada exclusive of the conflict
of law provisions thereof. 7.6 Survival. All of the terms, conditions, warranties and representations contained in this Agreement
shall survive the Closing. 7.7 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall
be deemed an original but all of which shall constitute one and the same instrument. 7.8 Headings. Headings of the Articles and
Sections of this Agreement are for the convenience of the parties only, and shall be given no substantive or interpretive effect
whatsoever.













7.9 Waivers. Either Buyer or the Company may, by written notice to the other, (i) extend the time for
the performance of any of the obligations or other actions of the other under this Agreement; (ii) waive any inaccuracies in the
representations or warranties of the other contained in this Agreement or in any document delivered pursuant to this Agreement;
(iii) waive compliance with any of the conditions or covenants of the other contained in this Agreement; or (iv) waive performance
of any of the obligations of the other under this Agreement. Except as provided in the preceding sentence, no action taken pursuant
to this Agreement, including without limitation any investigation by or on behalf of any party, shall be deemed to constitute a
waiver by the party taking such action of compliance with any representations, warranties, covenants or agreements contained in
this Agreement. The waiver by any party hereto of a breach of any provision hereunder shall not operate or be construed as a waiver
of any prior or subsequent breach of the same or any other provision hereunder. 7.10 Merger of Documents. This Agreement and all
agreements and documents contemplated hereby constitute one agreement and are interdependent upon each other in all respects. 7.11
Incorporation of Exhibits and Schedules. All Exhibits and Schedules attached hereto are by this reference incorporated herein and
made a part hereof for all purposes as if fully set forth herein. 7.12 Severability. If for any reason whatsoever, any one or more
of the provisions of this Agreement shall be held or deemed to be inoperative, unenforceable or invalid as applied to any particular
case or in all cases, such circumstances shall not have the effect of rendering such provision invalid in any other case or of
rendering any of the other provisions of this Agreement inoperative, unenforceable or invalid. 7.13 Assignability. Neither this
Agreement nor any of the parties' rights hereunder shall be assignable by any party hereto without the prior written consent of
the other parties hereto. 7.14 Inconsistent with both Chinese and English Version of the Agreement, its English version shall prevail.