Unassociated Document


     

    
      Exhibit
        10.3

       

      FORM
        OF COMMON STOCK PURCHASE WARRANT

       

      NEITHER
        THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HAVE BEEN
        REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER
        ANY STATE SECURITIES LAW. THE COMPANY WILL NOT TRANSFER THIS WARRANT, OR
        ANY
        SHARES OF COMMON SHARES ISSUABLE UPON EXERCISE, UNLESS (i) THERE IS AN EFFECTIVE
        REGISTRATION COVERING THIS WARRANT OR SHARES UNDER THE ACT AND APPLICABLE
        STATE
        SECURITIES LAWS, (ii) IT FIRST RECEIVES AN OPINION FROM COUNSEL TO THE COMPANY,
        STATING THAT THE PROPOSED TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE
        ACT AND
        UNDER ALL APPLICABLE STATE SECURITIES LAWS, OR (iii) THE TRANSFER IS MADE
        PURSUANT TO RULE 144 PROMULGATED UNDER THE ACT.

       

      Warrant
        Holder: [_______]

      Dated:
        October 22, 2007

      


      
        	For the Purchase of [_________]
                Shares of Common Stock	
                No.
                  [________]

              


      

       

       

      WARRANT
        FOR THE PURCHASE OF

      SHARES
        OF COMMON STOCK OF

       

      SHINER
        INTERNATIONAL, INC.

       

      Expiring
        Three Years from the Date Hereof

       

      FOR
        VALUE
        RECEIVED, Shiner International, Inc. (“Company”), hereby certifies that the
        Warrant Holder specified above, or his registered assigns (“Registered Holder”),
        is entitled, subject to the terms set forth below, to purchase from the Company
        on or before the third anniversary of the date hereof, that number of shares
        of
        Common Stock, $.001 par value, of the Company (“Common Stock”) set forth above,
        at a purchase price equal to $6.00 per share (as may be adjusted as provided
        below) upon the terms and conditions set forth herein. The number of shares
        of
        Common Stock purchasable upon exercise of this Warrant, and the purchase
        price
        per share, each as adjusted from time to time pursuant to the provisions
        of this
        Warrant, are hereinafter referred to as the “Warrant Shares” and the “Exercise
        Price,” respectively.

       

      1.  Registration
        of Transfers and Exchanges.

       

      (i)  The
        Company shall register the transfer of any portion of this Warrant in the
        Warrant Register, upon surrender of this Warrant, with the Form of Assignment
        attached hereto duly completed and signed, to the Transfer Agent or to the
        Company, provided, however, that the Holder shall not make any transfers
        to any
        transferee pursuant to this Section for the right to acquire less than 50,000
        Warrant Shares (or the balance of the Warrant Shares to which this Warrant
        relates). Upon any such registration or transfer, a new warrant to purchase
        Common Stock, in substantially the form of this Warrant (any such new warrant,
        a
“New Warrant”), evidencing the portion of this Warrant so transferred shall be
        issued to the transferee and a New Warrant evidencing the remaining portion
        of
        this Warrant not so transferred, if any, shall be issued to the transferring
        Holder. The acceptance of the New Warrant by the transferee thereof shall
        be
        deemed the acceptance of such transferee of all of the rights and obligations
        of
        a holder of a Warrant.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (ii)  This
        Warrant is exchangeable, upon the surrender hereof by the Holder to the office
        of the Company for one or more New Warrants, evidencing in the aggregate
        the
        right to purchase the number of Warrant Shares which may then be purchased
        hereunder. Any such New Warrant will be dated the date of such
        exchange.

       

      2.  Exercise.

       

      (i)  Procedure
        for Cash Exercise.
        Subject
        to the conditions and terms set forth herein, this Warrant may be exercised
        by
        the Registered Holder (“Conversion Right”), in whole or in part, by the
        surrender of this Warrant (with the Notice of Exercise Form attached hereto
        as
        Exhibit 1 duly executed by such Registered Holder) at the principal office
        of
        the Company, or at such other office or agency as the Company may designate,
        accompanied by payment in full, in lawful money of the United States, of
        an
        amount equal to the then applicable Exercise Price multiplied by the number
        of
        Warrant Shares then being purchased upon such exercise.

       

      (ii)  Procedure
        for Cashless Exercise.

       

      (a)  Subject
        to the conditions and terms set forth herein, in lieu of the payment of the
        Exercise Price in the manner set forth in Section 2(i), the Registered Holder
        shall have the right (but not the obligation) to convert this Warrant, in
        whole
        or part, into Common Stock (also “Conversion Right”) as follows: Upon exercise
        of the Conversion Right as provided below with delivery of notice, the Company
        shall deliver to the Registered Holder (without payment by the Registered
        Holder
        of any of the Exercise Price) that number of shares of Common Stock equal
        to the
        quotient obtained by dividing (x) the “Value” (as defined below) of the portion
        of the Warrant being converted on the second trading day immediately preceding
        the date the Warrant is delivered to the Company pursuant to Section 2(i)
        if the
        Conversion Right is exercised (“Valuation Date”) by (y) the “Market Price” (as
        defined below) on the Valuation Date.

       

      (b)  The
        “Value” of the portion of the Warrant being converted shall equal the remainder
        derived from subtracting (a) the Exercise Price multiplied by the number
        of
        shares of Common Stock underlying the portion of the Warrant being converted
        from (b) the Market Price of the Common Stock multiplied by the number of
        shares
        of Common Stock underlying the portion of the Warrant being converted. As
        used
        herein, the term “Market Price” at any date shall be deemed to be the average of
        the reported closing price of the Common Stock on the twenty (20) consecutive
        business days prior to the exercise date, as reported by the national securities
        exchange on which the Common Stock is listed or admitted to trading. If the
        Common Stock is not listed on a national securities exchange, but is traded
        in
        the residual over-the-counter market, the Market Price shall mean the closing
        bid price for the Common Stock, as reported by the NASD OTC Bulletin Board
        if
        quoted on the NASD OTC Bulletin Board. If the Market Price cannot be determined
        pursuant to the above, the Market Price shall be such price as the Board
        of
        Directors of the Company shall determine in good faith.

       

      
        
          
          

        

        
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      (iii)  Exercise
        of Conversion Right.
        Subject
        to the terms and conditions set forth herein, the Conversion Right may be
        exercised by the Holder on any business day by delivering to the Company
        the
        Warrant with a duly executed Notice of Exercise Form attached hereto as Exhibit
        1 with the conversion section completed by specifying the total number of
        shares
        of Common Stock the Registered Holder will purchase pursuant to such
        conversion.

       

      (iv)  Date
        of Exercise.
        Each
        exercise of this Warrant shall be deemed to have been effected immediately
        prior
        to the close of business on the day on which this Warrant shall have been
        surrendered to the Company. At such time, the person or persons in whose
        name or
        names any certificates for Warrant Shares shall be issuable upon such exercise
        shall be deemed to have become the holder or holders of record of the Warrant
        Shares represented by such certificates.

       

      (v)  Issuance
        of Certificate.
        As soon
        as practicable after the exercise of the purchase right represented by this
        Warrant, the Company at its expense will cause to be issued in the name of,
        and
        delivered to, the Registered Holder, or, subject to the terms and conditions
        hereof, to such other individual or entity as such Holder (upon payment by
        such
        Holder of any applicable transfer taxes) may direct:

       

      (a)  a
        certificate or certificates for the number of full shares of Warrant Shares
        to
        which such Registered Holder shall be entitled upon such exercise plus, in
        lieu
        of any fractional share to which such Registered Holder would otherwise be
        entitled, cash in an amount determined pursuant to Section 4 hereof,
        and

       

      (b)  in
        case
        such exercise is in part only, a new warrant or warrants (dated the date
        hereof)
        of like tenor, stating on the face or faces thereof the number of shares
        currently stated on the face of this Warrant minus the number of such shares
        purchased by the Registered Holder upon such exercise as provided in subsections
        2(i) and 2(ii) above.

       

      (vi)  Exercise
        of Warrant.
        The
        Warrant may be exercised in whole or from time to time in part on or prior
        to
        the third anniversary of the date hereof, as first set forth above.

       

      3.  Adjustments.

       

      (i)  Split,
        Subdivision or Combination of Shares.
        If, at
        any time while this Warrant remains outstanding and unexpired, the outstanding
        shares of the Company’s Common Stock shall be subdivided or split into a greater
        number of shares, or a dividend in Common Stock shall be paid in respect
        of
        Common Stock, the Exercise Price in effect immediately prior to such subdivision
        or at the record date of such dividend shall, simultaneously with the
        effectiveness of such subdivision or split or immediately after the record
        date
        of such dividend (as the case may be), shall be proportionately decreased.
        If
        the outstanding shares of Common Stock shall be combined or reverse-split
        into a
        smaller number of shares, the Exercise Price in effect immediately prior
        to such
        combination or reverse split shall, simultaneously with the effectiveness
        of
        such combination or reverse split, be proportionately increased. When any
        adjustment is required to be made in the Exercise Price, the number of shares
        of
        Warrant Shares purchasable upon the exercise of this Warrant shall be changed
        to
        the number determined by dividing (i) an amount equal to the number of shares
        issuable upon the exercise of this Warrant immediately prior to such adjustment,
        multiplied by the Exercise Price in effect immediately prior to such adjustment,
        by (ii) the Exercise Price in effect immediately after such
        adjustment.

       

      
        
          
          

        

        
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      (ii)  Reclassification,
        Reorganization, Consolidation or Merger.
        In the
        case of any reclassification of the Common Stock (other than a change in
        par
        value or a subdivision or combination as provided for in subsection 3(i)
        above),
        or any reorganization, consolidation or merger of the Company with or into
        another corporation (other than a merger or reorganization with respect to
        which
        the Company is the continuing corporation and which does not result in any
        reclassification of the Common Stock), or a transfer of all or substantially
        all
        of the assets of the Company, or the payment of a liquidating distribution
        then,
        as part of any such reorganization, reclassification, consolidation, merger,
        sale or liquidating distribution, lawful provision shall be made so that
        the
        Registered Holder of this Warrant shall have the right thereafter to receive
        upon the exercise hereof, the kind and amount of shares of stock or other
        securities or property which such Registered Holder would have been entitled
        to
        receive if, immediately prior to any such reorganization, reclassification,
        consolidation, merger, sale or liquidating distribution, as the case may
        be,
        such Registered Holder had held the number of shares of Common Stock which
        were
        then purchasable upon the exercise of this Warrant. In any such case,
        appropriate adjustment (as reasonably determined by the Board of Directors
        of
        the Company) shall be made in the application of the provisions set forth
        herein
        with respect to the rights and interests thereafter of the Registered Holder
        of
        this Warrant such that the provisions set forth in this Section 3 (including
        provisions with respect to the Exercise Price) shall thereafter be applicable,
        as nearly as is reasonably practicable, in relation to any shares of stock
        or
        other securities or property thereafter deliverable upon the exercise of
        this
        Warrant.

       

      (iii)  Price
        Adjustment.
        No
        adjustment in the per share Exercise Price shall be required unless such
        adjustment would require an increase or decrease in the Exercise Price of
        at
        least $0.01; provided, however, that any adjustments which by reason of this
        paragraph are not required to be made shall be carried forward and taken
        into
        account in any subsequent adjustment. All calculations under this Section
        3
        shall be made to the nearest cent or to the nearest 1/100th of a share, as
        the
        case may be.

       

      (iv)  No
        Impairment.
        The
        Company will not, by amendment of its Articles of Incorporation or through
        any
        reorganization, transfer of assets, consolidation, merger, dissolution, issue
        or
        sale of securities or any other voluntary action, avoid or seek to avoid
        the
        observance or performance of any of the terms to be observed or performed
        hereunder by the Company but will at all times in good faith assist in the
        carrying out of all the provisions of this Section 3 and in the taking of
        all
        such actions as may be necessary or appropriate in order to protect against
        impairment of the rights of the Registered Holder of this Warrant to adjustments
        in the Exercise Price.

       

      (v)  Notice
        of Adjustment.
        Upon
        any adjustment of the Exercise Price or extension of the Warrant exercise
        period, the Company shall forthwith give written notice thereto to the
        Registered Holder of this Warrant describing the event requiring the adjustment,
        stating the adjusted Exercise Price and the adjusted number of shares
        purchasable upon the exercise hereof resulting from such event, and setting
        forth in reasonable detail the method of calculation and the facts upon which
        such calculation is based.

       

      
        
          
          

        

        
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      4.  Fractional
        Shares.
        The
        Company shall not be required to issue fractions of shares of Common Stock
        upon
        exercise. If any fractions of a share would, but for this Section 4, be issuable
        upon any exercise, in lieu of such fractional share the Company shall round
        up
        or down to the nearest whole number.

       

      5.  Limitation
        on Sales.
        Each
        holder of this Warrant acknowledges that this Warrant and the Warrant Shares,
        as
        of the date of original issuance of this Warrant, have not been registered
        under
        the Securities Act of 1933, as amended (“Act”), and agrees not to sell, pledge,
        distribute, offer for sale, transfer or otherwise dispose of this Warrant
        or any
        Warrant Shares issued upon its exercise in the absence of (i) an effective
        registration statement under the Act as to this Warrant or such Warrant Shares
        or (ii) an opinion of counsel, reasonably acceptable to the Company and its
        counsel, that such registration and qualification are not required. The Warrant
        Shares issued upon exercise thereof shall be imprinted with a legend in
        substantially the following form:

       

      "THE
        SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
        THE
        SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
        ACT"),
        OR
        APPLICABLE STATE SECURITIES LAWS, AND ACCORDINGLY MAY NOT BE OFFERED FOR
        SALE,
        SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
        STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR IN A TRANSACTION
        NOT
        SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE
        IN
        ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AND IN THE CASE OF A
        TRANSACTION EXEMPT FROM REGISTRATION, THE COMPANY HAS RECEIVED AN OPINION
        OF
        COUNSEL, IN SUBSTANCE REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION
        IS
        NOT REQUIRED UNDER THE SECURITIES ACT OR UNLESS SOLD PURSUANT TO RULE 144
        UNDER
        THE SECURITIES ACT."

      


      6.  Notices
        of Record Date.
        In
        case: (i) the Company shall take a record of the holders of its Common Stock
        (or
        other stock or securities at the time deliverable upon the exercise of this
        Warrant) for the purpose of entitling or enabling them to receive any dividend
        or other distribution, or to receive any right to subscribe for or purchase
        any
        shares of any class or any other securities, or to receive any other right,
        or
        (ii) of any capital reorganization of the Company, any reclassification of
        the
        capital stock of the Company, any consolidation or merger of the Company
        with or
        into another corporation (other than a consolidation or merger in which the
        Company is the surviving entity), or any transfer of all or substantially
        all of
        the assets of the Company, or (iii) of the voluntary or involuntary dissolution,
        liquidation or winding-up of the Company, then, and in each such case, the
        Company will mail or cause to be mailed to the Registered Holder of this
        Warrant
        a notice specifying, as the case may be, (i) the date on which a record is
        to be
        taken for the purpose of such dividend, distribution or right, and stating
        the
        amount and character of such dividend, distribution or right, or (ii) the
        effective date on which such reorganization, reclassification, consolidation,
        merger, transfer, dissolution, liquidation or winding-up is to take place,
        and
        the time, if any is to be fixed, as of which the holders of record of Common
        Stock (or such other stock or securities at the time deliverable upon the
        exercise of this Warrant) shall be entitled to exchange their shares of Common
        Stock (or such other stock or securities) for securities or other property
        deliverable upon such reorganization, reclassification, consolidation, merger,
        transfer, dissolution, liquidation or winding-up. Such notice shall be mailed
        at
        least ten (10) days prior to the record date or effective date for the event
        specified in such notice, provided that the failure to mail such notice shall
        not affect the legality or validity of any such action.

       

      
        
          
          

        

        
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      7.  Reservation
        of Stock.
        The
        Company will at all times reserve and keep available, solely for issuance
        and
        delivery upon the exercise of this Warrant, such shares of Common Stock and
        other stock, securities and property, as from time to time shall be issuable
        upon the exercise of this Warrant. So long as this Warrant remains outstanding,
        the Company shall maintain the listing of the shares of Common Stock to be
        issued upon exercise on each national securities exchange on which Common
        Stock
        is listed (on the Nasdaq Over-The-Counter service if the Common Stock is
        then
        quoted on such service/bulletin board).

       

      8.  Replacement
        of Warrants.
        Upon
        receipt of evidence reasonably satisfactory to the Company of the loss, theft,
        destruction or mutilation of this Warrant and (in the case of loss, theft
        or
        destruction) upon delivery of an indemnity agreement (with surety if reasonably
        required) in an amount reasonably satisfactory to the Company, or (in the
        case
        of mutilation) upon surrender and cancellation of this Warrant, the Company
        will
        issue, in lieu thereof, a new Warrant of like tenor.

       

      9.  Transfers,
        etc.

       

      (i)  Warrant
        Register.
        The
        Company will maintain a register containing the names and addresses of the
        Registered Holders of this Warrant. Any Registered Holder may change its,
        his or
        her address as shown on the warrant register by written notice to the Company
        requesting such change.

       

      (ii)  Registered
        Holder.
        Until
        any transfer of this Warrant is made in the warrant register, the Company
        may
        treat the Registered Holder of this Warrant as the absolute owner hereof
        for all
        purposes; provided, however, that if and when this Warrant is properly assigned
        in blank, the Company may (but shall not be obligated to) treat the bearer
        hereof as the absolute owner hereof for all purposes, notwithstanding any
        notice
        to the contrary.

       

      10.  No
        Rights as Stockholder.
        Until
        the exercise of this Warrant, the Registered Holder of this Warrant shall
        not
        have or exercise any rights by virtue hereof as a stockholder of the
        Company.

       

      11.  Successors.
        The
        rights and obligations of the parties to this Warrant will inure to the benefit
        of and be binding upon the Company and any transferees of Warrant
        Holder.

       

      
        
          
          

        

        
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      12.  Change
        or Waiver.
        Any
        term of this Warrant may be changed or waived only by an instrument in writing
        signed by the party against which enforcement of the change or waiver is
        sought.

       

      13.  Headings.
        The
        headings in this Warrant are for purposes of reference only and shall not
        limit
        or otherwise affect the meaning of any provision of this Warrant.

       

      14.  Governing
        Law.
        This
        Warrant shall be governed by and construed in accordance with the laws of
        the
        Commonwealth of Pennsylvania as such laws are applied to contracts made and
        to
        be fully performed entirely within that state between residents of that
        state.

       

      15.  Jurisdiction
        and Venue.
        The
        Company (i) agrees that any legal suit, action or proceeding arising out
        of or
        relating to this Warrant shall be instituted exclusively in any state court
        located in Philadelphia, Pennsylvania or in the United States District Court
        for
        the Eastern District of Pennsylvania, (ii) waives any objection to the venue
        of
        any such suit, action or proceeding and the right to assert that such forum
        is
        not a convenient forum for such suit, action or proceeding, and (iii)
        irrevocably consents to the jurisdiction of any state court located in
        Philadelphia, Pennsylvania and the United States District Court for the Eastern
        District of Pennsylvania in any such suit, action or proceeding, and the
        Company
        further agrees to accept and acknowledge service or any and all process which
        may be served in any such suit, action or proceeding in any state court located
        in Philadelphia, Pennsylvania or in the United States District Court for
        the
        Eastern District of Pennsylvania and agrees that service of process upon
        it
        mailed by certified mail to its address shall be deemed in every respect
        effective service of process upon it in any suit, action or
        proceeding.

       

      16.  Mailing
        of Notices, etc.
        All
        notices and other communications under this Warrant (except payment) shall
        be in
        writing and shall be sufficiently given if sent to the Registered Holder
        or the
        Company, as the case may be, by hand delivery, private overnight courier,
        with
        acknowledgment of receipt, or by registered or certified mail, return receipt
        requested, as follows:

       

      Registered
        Holder: To Registered Holder’s address as provided on the Subscription Agreement
        or otherwise in the Company’s Records.

       

      The
        Company: To the Company’s Principal Executive Offices Attention:
        President

       

      
        
          
          

        

        
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      or
        to
        such other address as any of them, by notice to the others may designate
        from
        time to time. Time shall be counted to, or from, as the case may be, the
        date of
        delivery in person or by overnight courier or five (5) business days after
        mailing.

       

      SHINER
        INTERNATIONAL, INC.

       

      By:
        

       

      Name:
        Fu
        Jian

       

      Title:
        Chief Executive Officer

       

       

      
        
          
          

        

        
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      EXHIBIT
        1

      


      NOTICE
        OF EXERCISE

       

      Date:
        ________________________

      


      TO: Shiner
        International, Inc.

      19/F
        Didu
        Building, Pearl River Plaza

      No.
        2
        North Longkun Road

      Haikou,
        Hainan Province

      China
        570125

      Attn:
        Attn: Mr. Fu Jian, CEO

      


      


      1.  The
        undersigned hereby elects to purchase ______ shares of the Common Stock of
        Shiner International, Inc., pursuant to terms of the attached Warrant, and
        tenders herewith payment of $______ (at the rate of $______ per share of
        Common
        Stock) in payment of the Exercise Price(s) pursuant thereto, together with
        all
        applicable transfer taxes, if any.

       

      The
        undersigned hereby elects to purchase  shares
        of
        Common Stock of Shiner International, Inc. by surrender of the unexercised
        portion of the attached Warrant (with a “Value” of $______ based on a “Market
        Price” of $______).

       

      2.  Please
        issue a certificate or certificates representing said shares of the Common
        Stock
        in the name of the undersigned or in such other name as is specified
        below.

       

       

       

      _____________________________________

      Signature
        of Registered Holder

       

       

       

      _____________________________________

      Print
        Name:

       

       

      Notice:
        The signature to this form must correspond with the name as written upon
        the
        face of the within Warrant in every particular without alteration or enlargement
        or any change whatsoever.

       

      INSTRUCTIONS
        FOR REGISTRATION OF SECURITIES

       

      Name:
        ___________________________________________________________________________________________________________

      (Print
        in
        Block Letters

       

      Address:
        _________________________________________________________________________________________________________


      
        
          
          

        

        
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      EXHIBIT
        2

      


      [To
        be
        completed and signed only upon transfer of Warrant]

      


      


      FOR
        VALUE
        RECEIVED, the undersigned hereby sells, assigns and transfers unto
        __________________________ the right represented by the within Warrant to
        purchase  ______
        shares of Common Stock of Shiner International, Inc. to which the within
        Warrant
        relates and appoints _____________________________ attorney to transfer said
        right on the books of Shiner International, Inc. with full power of substitution
        in the premises.

       

      Dated:

       

      ______________,
        ____

       

       

       

      _________________________________________________

      (Signature
        must conform in all respects to name of holder as
specified on the face of
        the Warrant)

       

       

       

      _________________________________________________

      Address
        of Transferee

       

      _________________________________________________

       

      _________________________________________________

       

       

      In
        the
        presence of:

       

      _________________

       

      
        
          
          

        

        
          10