f8k081309ex10i_chinaeco.htm


    Exhibit 10.2

     

    SUBSCRIPTION
AGREEMENT

    
      


      THIS SUBSCRIPTION AGREEMENT
(this “Agreement”),
dated as of July __,
2009, by and among China Eco-Hospitality Operations, Inc., a Delaware
corporation (the “Company”), with an address at
Room 405, 4/F.,  Wing Ming Industrial Centre, 15 Cheung Yue Street,
Cheung Sha Wan, Kowloon, Hong Kong, and the subscribers identified on the
signature page hereto (each a “Subscriber” and collectively
“Subscribers”) (each
agreement with a Subscriber being deemed a separate and independent agreement
between the Company and such Subscriber, except that each Subscriber
acknowledges and consents to the rights granted to each other Subscriber each,
an “Other Subscriber” under such agreement and the Transaction Documents, as
defined in Section 5(c) of this Agreement, referred to therein).

      


      WHEREAS, the Company and the
Subscribers are executing and delivering this Agreement in reliance upon an
exemption from securities registration afforded by the provisions of Section
4(2), Section 4(6), and Regulation S (“Regulation S”) as promulgated by the
United States Securities and Exchange Commission (the “Commission”) under the
Securities Act of 1933, as amended (the “1933 Act”).

      


      WHEREAS, the parties desire
that, upon the terms and subject to the conditions contained herein, the Company
shall issue and sell to the Subscribers, as provided herein, and the Subscribers
shall purchase up to  $1,000,000 (the “Maximum
Offering”) of the Company's common stock, $0.00001
par value (the “Common Stock”), at the offering price of $1.50 per share (the
“Offering Price”), with a minimum subscription of 100 shares, equivalent to
$150.00 (the “Minimum Offering”). The purchase price to be paid by each
Subscriber, as identified on the signature page to this Agreement, is referred
to as the “Purchase Price” and the shares being purchased by and issued to such
Subscriber, as identified on the signature page to this Agreement, are referred
to as the “Purchased Shares.”

      


      WHEREAS, subsequent to the
closing of the Offering, the Company intends to enter into a share exchange
transaction with Glorious Pie Limited, Inc., a BVI company (“Glorious Pie”),
pursuant to which the Company will become the holding company of Glorious Pie
(the “Share Exchange Transaction”).

      


      WHEREAS, the aggregate
proceeds of the Offering contemplated hereby shall be held in escrow (the
“Escrow”) pending the closing of the transactions contemplated by this
Agreement, pursuant to the foreign escrow agreement entered into by and
among ____ as of the date hereof (the “Foreign Escrow Agreement”) and
attached hereto as Exhibit
A.

      


      NOW, THEREFORE, in
consideration of the mutual covenants and other agreements contained in this
Agreement, the Company and the Subscribers hereby agree as follows:

      


      1. Closing Date. The
closing of the Offering (the “Closing”) shall occur simultaneously with the
consummation of the Share Exchange Transaction and in no event shall the Closing
be later than September 1, 2009
(the “Closing Date”), unless extended by the Company and Glorious Pie, with
written consent, for up to an additional 60 day period.

       

       

      
        
          
          

        

        
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      2.           Closing.

      


      (a)           Subject
to the satisfaction or waiver of the terms and conditions of this Agreement, on
the Closing Date, each Subscriber, in the amounts set forth on the signature
page hereto, shall purchase and the Company shall sell to each such Subscriber
the Purchased Shares in the amount set forth on the signature page
hereto.

      


                 (b)           The
occurrence of the Closing is expressly contingent on

      


      
        	
                (i)  

              	
                the
      simultaneous closing of the Share Exchange Transaction on or before the
      Closing Date, unless extended by the Company and Glorious Pie, with
      written consent, for up to an additional 60
  days;

              


      

      


      
        	
                (ii)  

              	
                payment
      by the Subscriber of the Subscriber’s Purchase Price, which payment shall
      made in immediately available funds to the escrow account maintained at
      _____ by
      the Escrow Agent, in accordance with the following instruction, and to be
      held in Escrow pending the Closing;

              


      

       

      
        	
                (iii)  

              	
                the
      delivery by the Subscriber of the executed power of attorney as attached
      hereto in Exhibit
      B;

              


      

      


      
        	
                (iv)  

              	
                the
      truth and accuracy, on the Closing Date of the representations and
      warranties of the Company and Subscriber contained in this
      Agreement;

              


      

      


      
        	
                (v)  

              	
                the
      continued compliance with the covenants of the Company set forth in this
      Agreement through such date,

              


      

      


      
        	
                (vi)  

              	
                the
      non-occurrence prior to that date of any event that with the passage of
      time or the giving of notice could become an Event of Default, as defined
      in Section 7 hereof or other default by the Company of its obligations and
      undertakings contained in this
Agreement,

              


      

      


      
        	
                (vii)  

              	
                the
      delivery by the Company on the Closing Date of a certificate signed by its
      chief executive officer or chief financial officer (1) representing the
      truth and accuracy of all the representations and warranties made by the
      Company contained in this Agreement, as of the Closing Date, as if such
      representations and warranties were made and given on such date, except
      for changes that will not have alone, or in any combination in the
      aggregate, a Material Adverse Effect (as defined in Section 5(a) of this
      Agreement), (2) certifying that the information contained in the schedules
      and exhibits hereto is substantially accurate as of the Closing Date,
      except for changes that do not constitute a Material Adverse Effect, (3)
      adopting and renewing the covenants and representations set forth in this
      Agreement in relation to the Closing Date and the Purchased Shares, and
      (4) certifying that no Event of Default has occurred,
  and

              


      

       

       

      
        
          
          

        

        
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      3. Acceptance of
Subscription. The Minimum Subscription of this Offering is 100 shares,
equal to $150.00 in aggregate. However, the Company reserves the right to accept
or reject any subscription, in whole or in part, and any subscription that is
not accepted will be returned without interest.

      


      4.           Subscriber's Representations
and Warranties.  Each Subscriber, for himself, herself or
itself (but not with respect to any other Subscriber), hereby represents and
warrants to, and agrees with the Company that:

      


      (a)           Organization and Standing of
the Subscriber. If the Subscriber is an entity, such Subscriber is a
corporation, partnership or other entity duly incorporated or organized, validly
existing and in good standing under the laws of the jurisdiction of its
incorporation or organization and has the requisite corporate power to own its
assets and to carry on its business.

      


      (b)           Authorization and
Power.  The Subscriber has the requisite power and authority to
enter into and perform this Agreement and to purchase the Purchased Shares. The
execution, delivery and performance of this Agreement by the Subscriber and, if
the Subscriber is an entity, the consummation by the Subscriber of the
transactions contemplated hereby and thereby have been duly authorized by all
necessary corporate or partnership action, and no further consent or
authorization of such Subscriber or its Board of Directors, stockholders,
partners, members, as the case may be, is required. This Agreement has been duly
authorized, executed and delivered by the Subscriber and constitutes, or shall
constitute when executed and delivered, a valid and binding obligation of the
Subscriber enforceable against the Subscriber in accordance with the terms
thereof.

      


      (c)           No
Conflicts.  The execution, delivery and performance of this
Agreement and the consummation by the Subscriber of the transactions
contemplated hereby or relating hereto do not and will not (i) result in a
violation of the Subscriber’s charter documents or bylaws or other
organizational documents, each as currently in effect, or (ii) conflict with, or
constitute a default (or an event which 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 of any agreement, indenture or
instrument or obligation to which the Subscriber is a party or by which its
properties or assets are bound, or result in a violation of any law, rule, or
regulation, or any order, judgment or decree of any court or governmental agency
applicable to such Subscriber or its properties (except for such conflicts,
defaults and violations as would not, individually or in the aggregate, have a
material adverse effect on the Subscriber). The Subscriber is not required to
obtain any consent, authorization or order of, or make any filing or
registration with, any court or governmental agency in order for it to execute,
deliver or perform any of its obligations under this Agreement or to purchase
the Purchased Shares in accordance with the terms hereof, provided that for
purposes of the representation made in this sentence, the Subscriber is assuming
and relying upon the accuracy of the relevant representations and agreements of
the Company herein.

       

       

      
        
          
          

        

        
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      (d)           Information on
Company.  The
Subscriber has been furnished with or has had access at the EDGAR Website of the
Commission to all of the Company’s periodic and current reports filed with the
Commission (hereinafter referred to as the “Reports”). In addition, the
Subscriber has received in writing from the Company such other information
concerning its operations, financial condition and other matters as the
Subscriber has requested in writing (such other information is collectively, the
“Other Written Information”), and considered all factors the Subscriber deems
material in deciding on the advisability of investing in the
Securities.

       

      (e)           Information on
Subscriber. The Subscriber understands that the investment offered
hereunder has not been registered under the 1933 Act and the Subscriber further
understands that the Subscriber is purchasing the Purchased Shares without being
furnished any offering literature or prospectus. The Subscriber is acquiring the
Purchased Shares for their own account, for investment purposes only, and not
with a view towards resale or distribution.

      


      
        	
                (i)  

              	
                The
      Subscriber is not a "US
      Person" which is defined below:

              


      

      


      
        	
                a.  

              	
                Any
      natural person resident in the United
States;

              


      

      
        	
                b.  

              	
                Any
      partnership or corporation organized or incorporated under the laws of the
      United States;

              


      

      
        	
                c.  

              	
                Any
      estate of which any executor or administrator is a US
    person;

              


      

      
        	
                d.  

              	
                Any
      trust of which any trustee is a US
person;

              


      

      
        	
                e.  

              	
                Any
      agency or branch of a foreign entity located in the United
      States;

              


      

      
        	
                f.  

              	
                Any
      non-discretionary account or similar account (other than an estate or
      trust) held by a dealer or other fiduciary for the benefit or account of a
      US person;

              


      

      
        	
                g.  

              	
                Any
      discretionary account or similar account (other than an estate or trust)
      held by a dealer or other fiduciary organized, incorporated, or (if an
      individual) resident of the United States;
and

              


      

      
        	
                h.  

              	
                Any
      partnership or corporation if (i) organized or incorporated under the laws
      of any foreign jurisdiction and (ii) formed by a US person principally for
      the purpose of investing in securities not registered under the 1933 Act,
      unless it is organized or incorporated, and owned, by accredited investors
      (as defined in Rule 501(a) of Regulation D promulgated under the 1933 Act)
      who are not natural persons, estates or
trusts.

              


      

       

       

      
        
          
          

        

        
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      "United
States" means the United States of America, its territories and possessions, any
State of the United States, and the District of Columbia.

      


      
        	
                (ii)  

              	
                The
      Subscriber (i) as of the execution date of this Agreement is not located
      within the United States, and (ii) is not purchasing the Purchased Shares
      for the benefit of any US Person.

              


      

      


      
        	
                (iii)  

              	
                The
      Subscriber will not resell the Purchased Shares except in accordance with
      the provisions of Regulation S (Rule 901 through 905 and Preliminary Notes
      thereto), pursuant to a registration under the 1933 Act, or pursuant to an
      available exemption from registration; and agrees not to engage in hedging
      transactions with regard to such securities unless in compliance with the
      1933 Act.

              


      

      


      
        	
                (iv)  

              	
                The
      Subscriber will not engage in hedging transactions with regard to
      Securities of the  Company prior to the expiration of the
      distribution compliance period specified in Category 2 or 3 (paragraph
      (b)(2) or (b)(3)) in Rule 903 of Regulation S, as applicable, unless in
      compliance with the 1933 Act; and as applicable, shall include statements
      to the effect that the securities have not been registered under the 1933
      Act and may not be offered or sold in the United States or to U.S. persons
      (other than distributors) unless the securities are registered under the
      1933 Act, or an exemption from the registration requirements of the 1933
      Act is available.

              


      

      


      (f)           Purchase of Purchased
Shares.  On the Closing Date, the Subscriber will purchase the
Purchased Shares as principal for its own account for investment only and not
with a view toward, or for resale in connection with, the public sale or any
distribution thereof, but Subscriber does not agree to hold the Purchased Shares
for any minimum amount of time.

      


      (g)           Compliance with Securities
Act.  The Subscriber understands and agrees that the Purchased
Shares have not been registered under the 1933 Act or any applicable state
securities laws, by reason of their issuance in a transaction that does not
require registration under the 1933 Act (based in part on the accuracy of the
representations and warranties of the Subscriber contained herein), and that
such Securities must be held indefinitely unless a subsequent disposition is
registered under the 1933 Act or any applicable state securities laws or is
exempt from such registration.  Notwithstanding anything to the
contrary contained in this Agreement, such Subscriber may transfer (without
restriction and without the need for an opinion of counsel) the Securities to
its Affiliates (as defined below) provided that each such Affiliate is an
“accredited investor” under Regulation D or a non-US Person under Regulation S
and such Affiliate agrees to be bound by the terms and conditions of this
Agreement. For the purposes of this Agreement, an “Affiliate” of any person or
entity means any other person or entity directly or indirectly controlling,
controlled by or under direct or indirect common control with such person or
entity. For purposes of this definition, “control” means the power to
direct the management and policies of such person or firm, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise.

       

       

      
        
          
          

        

        
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      (h)           Legends on Purchased
Shares. The Purchased Shares shall bear the following or similar
legend:

      


      “THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED. THESE SHARES MAY NOT BE SOLD, OFFERED FOR
SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAW OR
AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CHINA ECO-HOSPITALITY
OPERATIONS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.”

      


      (i)           Communication of
Offer. The offer to sell the Purchased Shares was directly communicated
to the Subscriber by the Company. At no time was the Subscriber presented with
or solicited by any leaflet, newspaper or magazine article, radio or television
advertisement, or any other form of general advertising or solicited or invited
to attend a promotional meeting otherwise than in connection and concurrently
with such communicated offer.

      


      (j)           Authority;
Enforceability.  This Agreement and other agreements delivered
together with this Agreement or in connection herewith have been duly
authorized, executed and delivered by the Subscriber and are valid and binding
agreements enforceable in accordance with their terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors’ rights generally and
to general principles of equity; and the Subscriber has full corporate power and
authority necessary to enter into this Agreement and such other agreements and
to perform its obligations hereunder and under all other agreements entered into
by the Subscriber relating hereto.

      


      (k)           No Governmental
Review.  The Subscriber understands that no United States
federal or state agency or any other governmental or state agency has passed on
or made recommendations or endorsement of the Purchased Shares or the
suitability of the investment in the Purchased Shares, nor have such authorities
passed upon or endorsed the merits of the offering of the Purchased
Shares.

      


      (l)           Correctness of
Representations. The Subscriber represents that the foregoing
representations and warranties are true and correct as of the date hereof and,
unless the Subscriber otherwise notifies the Company prior to the Closing Date,
shall be true and correct as of the Closing Date.

       

       

      
        
          
          

        

        
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      (m)           Survival.  The
foregoing representations and warranties shall survive until three (3) years
after the Closing Date.

      


      (n)           Residency.    The
Subscriber is a resident of the jurisdiction set forth immediately below the
Subscriber’s name on the signature pages hereto.

      


      (l)           Acknowledgement of
Risk. The Subscriber agrees, acknowledges and understands that its
investment in the Purchased Shares involves a significant degree of risk,
including, without limitation that: (a) the Company has limited operating
history and requires substantial funds in addition to the proceeds from the sale
of the Purchased Shares; (b) an investment in the Company is highlight
speculative and only subscribers who can afford the loss of their entire
investment should consider investing in the Company and the Purchased Shares;
(c) the Subscriber may not be able to liquidate its investment; (d)
transferability of the Purchased Shares is extremely limited. The Subscriber
agrees, acknowledges and understands such risks.

      


      5.           Company Representations and
Warranties.  The Company represents and warrants to and agrees
with each Subscriber that:

      


      (a) Due
Incorporation.  The Company is a corporation duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
incorporation and has the requisite corporate power to own its properties and to
carry on its business as disclosed in the Reports. The Company is duly qualified
as a foreign corporation to do business and is in good standing in each
jurisdiction where the nature of the business conducted or property owned by it
makes such qualification necessary, other than those jurisdictions in which the
failure to so qualify would not have a Material Adverse Effect. For purpose of
this Agreement, a “Material
Adverse Effect” shall mean a material adverse effect on the financial
condition, results of operations, properties or business of the Company taken
individually, or in the aggregate, as a whole.

      


      (b) Subsidiaries. As of
the date hereof, the Company does not have any subsidiaries. For purposes of
this Agreement, “Subsidiary” means, with
respect to any entity at any date, any corporation, limited or general
partnership, limited liability company, trust, estate, association, joint
venture or other business entity) of which more than 50% of (i) the outstanding
capital stock having (in the absence of contingencies) ordinary voting power to
elect a majority of the board of directors or other managing body of such
entity, (ii) in the case of a partnership or limited liability company, the
interest in the capital or profits of such partnership or limited liability
company or (iii) in the case of a trust, estate, association, joint venture or
other entity, the beneficial interest in such trust, estate, association or
other entity business is, at the time of determination, owned or controlled
directly or indirectly through one or more intermediaries, by such
entity.

       

       

      
        
          
          

        

        
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      (c)           Authority;
Enforceability.  This Agreement, the Foreign Escrow Agreement
and any other agreements delivered together with this Agreement or in connection
herewith (collectively, the “Transaction Documents”) have
been duly authorized, executed and delivered by the Company are valid and
binding agreements enforceable in accordance with their terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors’ rights
generally and to general principles of equity. The Company has full corporate
power and authority necessary to enter into and deliver the Transaction
Documents and to perform its obligations thereunder.

      


      (d)           No Additional
Issuances.  Other than this Agreement with other Subscribers,
there are no outstanding agreements or preemptive or similar rights affecting
the Company's Common Stock or other equity securities and, no outstanding
rights, warrants or options to acquire, or instruments convertible into or
exchangeable for, or agreements or understandings with respect to the sale or
issuance of any shares of Common Stock or other equity securities of the
Company.

      


      (e)           Consents.  No
consent, approval, authorization or order of any court, governmental agency or
body or arbitrator having jurisdiction over the Company, or any of its
Affiliates, nor the Company’s shareholders is required for the execution by the
Company of the Transaction Documents and compliance and performance by the
Company of its obligations under the Transaction Documents, including, without
limitation, the issuance and sale of the Securities.

      


      (f)           No Violation or
Conflict.  Assuming the representations and warranties of each
of the Subscribers in Section 3 are true and correct, neither the issuance and
sale of the Purchased Shares nor the performance of the Company’s obligations
under this Agreement and all other Transaction Documents entered into by the
Company relating thereto or contemplated thereby will:

      


      (i)           violate,
conflict with, result in a breach of, or constitute a default (or an event which
with the giving of notice or the lapse of time or both would be reasonably
likely to constitute a default in any material respect) of a material nature
under (A) the articles or certificate of incorporation, charter or bylaws of the
Company, each as currently in effect, (B) any decree, judgment, order, law,
treaty, rule, regulation or determination applicable to the Company of any
court, governmental agency or body, or arbitrator having jurisdiction over the
Company or over the properties or assets of the Company or any of its
Affiliates, (C) the terms of any bond, debenture, or any other evidence of
indebtedness, or any agreement, stock option or other similar plan, indenture,
lease, mortgage, deed of trust or other instrument to which the Company or any
of its Affiliates is a party, by which the Company or any of its Affiliates is
bound, or to which any of the properties of the Company or any of its Affiliates
is subject, or (D) the terms of any “lock-up” or similar provision of any
underwriting or similar agreement to which the Company, or any of its Affiliates
is a party except the violation, conflict, breach, or default of which would not
have a Material Adverse Effect; or

       

       

      
        
          
          

        

        
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      (ii)           result
in the creation or imposition of any lien, charge or encumbrance upon the
Purchased Shares or any of the assets of the Company or any of its Affiliates,
except as contemplated herein; or

      


      (iii)           
result in the activation of any anti-dilution rights or a reset or re-pricing of
any debt or security instrument of any other creditor or equity holder of the
Company, nor result in the acceleration of the due date of any obligation of the
Company; or

      


      (v) result in
the activation of any piggy-back registration rights of any person or entity
holding securities or debt of the Company or having the right to receive
securities of the Company.

      


      (g)           The Purchased
Shares.  Upon their issuance, the Purchased Shares (i) are, or
will be, free and clear of any security interests, liens, claims or other
encumbrances, subject to restrictions upon transfer under the 1933 Act and any
applicable state securities laws; (ii) have been, or will be, duly and validly
authorized and on the date of issuance of the Purchased Shares will be duly and
validly issued, fully paid and non-assessable or if registered pursuant to the
1933 Act, and resold pursuant to an effective registration statement will be
free trading and unrestricted; (iii) will not have been issued or sold in
violation of any preemptive or other similar rights of the holders of any
securities of the Company; (iv) will not subject the holders thereof to personal
liability by reason of being such holders, provided the Subscriber’s
representations herein are true and accurate; and (v) provided the Subscriber’s
representations herein are true and accurate, will have been issued in reliance
upon an exemption from the registration requirements of and will not result in a
violation of Section 5 under the 1933 Act.

      


      (h)           
Litigation.  There
is no pending or threatened action, suit, proceeding or investigation before any
court, governmental agency or body, or arbitrator having jurisdiction over the
Company, or any of its Affiliates that would affect the execution by the Company
or the performance by the Company of its obligations under the Transaction
Documents. There is no pending, or, to the knowledge of the Company, basis for
any, action, suit, proceeding or investigation before any court, governmental
agency or body, or arbitrator having jurisdiction over the Company, or any of
its Affiliates which litigation if adversely determined would have a Material
Adverse Effect.

      


      (i)            Information Concerning
Company.  The Reports contain all material information relating
to the Company and its operations and financial condition as of their respective
dates and all the information required to be disclosed therein. Since the last
day of the fiscal year of the most recent audited financial statements included
in the Reports (“Latest
Financial Date”), and except as modified in the Other Written Information
or in the Schedules hereto, there has been no Material Adverse Effect relating
to the Company’s business, financial condition or affairs not disclosed in the
Reports. The Reports including the financial statements therein, do not contain
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 when made.

       

       

      
        
          
          

        

        
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      (j)           Stop
Transfer.  The Company will not issue any stop transfer order
or other order impeding the sale, resale or delivery of any of the Purchased
Shares, except as may be required by any applicable federal or state securities
laws (and, if so required, unless contemporaneous notice of such instruction is
given to the Subscriber).

      


      (k)           
Defaults.  The Company is not in violation of its certificate
of incorporation or bylaws. The Company is (i) not in default under or in
violation of any other material agreement or instrument to which it is a party
or by which it or any of its properties are bound or affected, which default or
violation would have a Material Adverse Effect, (ii) not in default with respect
to any order of any court, arbitrator or governmental body or subject to or
party to any order of any court or governmental authority arising out of any
action, suit or proceeding under any statute or other law respecting antitrust,
monopoly, restraint of trade, unfair competition or similar matters, or (iii) to
the Company’s knowledge not in violation of any statute, rule or regulation of
any governmental authority which violation would have a Material Adverse
Effect.

      


      (l)           Not an Integrated
Offering.  Neither the Company, nor any of its Affiliates, nor
any person acting on its or their behalf, has directly or indirectly made any
offers or sales of any security or solicited any offers to buy any security
under circumstances that would cause the offer of the Purchased Shares pursuant
to this Agreement to be integrated with prior offerings by the Company for
purposes of the 1933 Act or any applicable stockholder approval provisions. Nor
will the Company or any of its Affiliates take any action or steps that would
cause the offer or issuance of the Purchased Shares to be integrated with other
offerings which would impair the exemptions relied upon in this Offering or the
Company’s ability to timely comply with its obligations hereunder. The Company
will not conduct any offering other than the transactions contemplated hereby
that will be integrated with the offer or issuance of the Purchased Shares,
which would impair the exemptions relied upon in this Offering or the Company’s
ability to timely comply with its obligations hereunder.

      


      (m)           No Undisclosed
Liabilities.  The Company has no liabilities or obligations
which are material, individually or in the aggregate, which are not disclosed in
the Reports and Other Written Information, other than those incurred in the
ordinary course of the Company’s businesses since the Latest Financial Date and
which, individually or in the aggregate, would reasonably be expected to have a
Material Adverse Effect.

      


      (n)           No Undisclosed Events or
Circumstances.  Since the Latest Financial Date, no event or
circumstance has occurred or exists with respect to the Company or its
businesses, properties, operations or financial condition, that, under
applicable law, rule or regulation, requires public disclosure or announcement
prior to the date hereof by the Company but which has not been so publicly
announced or disclosed in the Reports.

       

       

      
        
          
          

        

        
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      (o)           Capitalization.  As
of the date of this Agreement, the Company is authorized to issue an aggregate
of 600,000,000 shares of capital stock, of which 500,000,000 shares are Common
Stock, par value $0.00001 per share, and 100,000,000 shares of preferred stock,
par value $0.00001 per share (the “Preferred Stock”). As of the date hereof,
100,000 shares of Common Stock and zero shares of Preferred Stock are issued and
outstanding. Except for this Agreement with other Subscribers, there are no
options, warrants, or rights to subscribe to, securities, rights or obligations
convertible into or exchangeable for or giving any right to subscribe for any
shares of capital stock of the Company. All of the outstanding shares of Common
Stock of the Company have been duly and validly authorized and issued and are
fully paid and non-assessable.

      


      (p)           Dilution. The
Company’s executive officers and directors understand the nature of the
Purchased Shares being sold hereby and recognize that the issuance of the
Purchased Shares will have a potential dilutive effect on the equity holdings of
other holders of the Company’s equity or rights to receive equity of the
Company. The board of directors of the Company has concluded, in its good faith
business judgment that the issuance of the Purchased Shares is in the best
interests of the Company.

      


      (q)           No Disagreements with
Accountants and Lawyers.  There are no disagreements of any
kind presently existing, or reasonably anticipated by the Company to arise,
between the Company and the accountants and lawyers formerly or presently
employed by the Company, including but not limited to disputes or conflicts over
payment owed to such accountants and lawyers, nor have there been any such
disagreements since the inception of the Company.

      


      (r)           Investment
Company.  Neither the Company nor any Affiliate is an
“investment company” within the meaning of the Investment Company Act of 1940,
as amended.

      


      (s)           Absence of Certain Company
Control Person Actions or Events.  The term “Company Control Person” means
each director, executive officer, promoter, and such other Persons as may be
deemed in control of the Company pursuant to Rule 405 under the 1933 Act or
Section 20 of the 1934 Act. To the Company’s knowledge, none of the following
has occurred during the past five (5) years with respect to a Company Control
Person:

      


      


      
        	
                 
      

              	
                (i)

              	
                A
      petition under the federal bankruptcy laws or any state insolvency law was
      filed by or against, or a receiver, fiscal agent or similar officer was
      appointed by a court for the business or property of such Company Control
      Person, or any partnership in which he was a general partner at or within
      two years before the time of such filing, or any corporation or business
      association of which he was an executive officer at or within two years
      before the time of such filing;

              


      

       

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      
 

      
        	
                 
      

              	
                (ii)

              	
                Such
      Company Control Person was convicted in a criminal proceeding or is a
      named subject of a pending criminal proceeding (excluding traffic
      violations and other minor
offenses);

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                Such
      Company Control Person was the subject of any order, judgment or decree,
      not subsequently reversed, suspended or vacated, of any court of competent
      jurisdiction, permanently or temporarily enjoining him from, or otherwise
      limiting, the following activities:

              


      

      


      (A)           acting,
as an investment advisor, underwriter, broker or dealer in securities, or as an
affiliated person, director or employee of any investment company, bank, savings
and loan association or insurance company, as a futures commission merchant,
introducing broker, commodity trading advisor, commodity pool operator, floor
broker, any other Person regulated by the Commodity Futures Trading Commission
(“CFTC”) or engaging in
or continuing any conduct or practice in connection with such
activity;

       

      (B)           engaging
in any type of business practice; or

      


      (C)           engaging
in any activity in connection with the purchase or sale of any security or
commodity or in connection with any violation of federal or state securities
laws or federal commodities laws;

      


      
        	
                 
      

              	
                (iv)

              	
                Such
      Company Control Person was the subject of any order, judgment or decree,
      not subsequently reversed, suspended or vacated, of any federal or state
      authority barring, suspending or otherwise limiting for more than 60 days
      the right of such Company Control Person to engage in any activity
      described in paragraph (iii) of this item, or to be associated with
      Persons engaged in any such activity;
or

              


      

      


      
        	
                 
      

              	
                (v)

              	
                Such
      Company Control Person was found by a court of competent jurisdiction in a
      civil action or by the CFTC or Commission to have violated any federal or
      state securities law, and the judgment in such civil action or finding by
      the CFTC or Commission has not been subsequently reversed, suspended, or
      vacated.

              


      

       

      (t)           Company
Successor.  All representations made by or relating to the
Company of a historical or prospective nature and all undertakings described
herein shall relate, apply and refer to the Company and its
successors.

      


      (u)           Correctness of
Representations.  The Company represents that the foregoing
representations and warranties are true and correct as of the date hereof in all
material respects, and, unless the Company otherwise notifies the Subscribers
prior to the Closing Date, shall be true and correct in all material respects as
of the Closing Date.

       

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      
 

      (v)           Survival.  The
foregoing representations and warranties shall survive until three (3) years
after the Closing Date.

      


      6.           Regulation S
Offering.   The offer and issuance of the Securities to
the Subscribers is being made pursuant to the exemption from the registration
provisions of the 1933 Act afforded by Section 4(2) or Section 4(6) of the 1933
Act and Regulation S promulgated thereunder. On the Closing Date, the Company
will provide an opinion reasonably acceptable to Subscriber from the Company’s
legal counsel opining on the availability of an exemption from registration
under the 1933 Act as it relates to the offer and issuance of the Purchased
Shares and other matters reasonably requested by Subscribers.

      


      7.           Events of
Default.  The occurrence of any of the following events is an
event of default under this Agreement (each, an “Event of
Default”):

      


      (a)           Breach of
Covenant.  The Company breaches any material covenant or other
term or condition of any Transaction Document in any material respect; provided,
however, that if such breach is capable of being cured, such breach continues
for a period of ten business days after written notice to the Company from the
Subscriber.

      


      (b)           Breach of Representations
and Warranties.  Any material representation or warranty of the
Company made herein in any Transaction Document or in connection therewith shall
be false or misleading in any material respect as of the date made or as of the
Closing Date.

      


      (c)           Receiver or
Trustee.  The Company or any Subsidiary shall make an
assignment for the benefit of creditors, or apply for or consent to the
appointment of a receiver or trustee for it or for a substantial part of its
property or business; or such a receiver or trustee shall otherwise be
appointed.

      


      (d)           Judgments.  Any
money judgment, writ or similar final process shall be entered or filed against
Company or any of its property or other assets for more than $100,000.00, and
shall remain unvacated, unbonded or unstayed for a period of forty-five (45)
days.

      


      (e)           Bankruptcy.  Bankruptcy,
insolvency, reorganization or liquidation proceedings or other proceedings or
relief under any bankruptcy law or any law, or the issuance of any notice in
relation to such event, for the relief of debtors shall be instituted by or
against the Company, and if instituted against, is not dismissed within 45 days
of initiation.

      


      (g)           Non-Payment.  A
default by the Company under any one or more obligations in an aggregate
monetary amount in excess of $500,000 for more than ten days after the due
date.

       

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      
 

      (h)           Cross
Default.  A default by the Company of a material term,
covenant, warranty or undertaking of any other agreement to which the Company is
a party, or the occurrence of a material event of default under any such other
agreement which is not cured after any required notice and/or cure
period.

      


      8.           Finder/Escrow
Fees.

      


      (a)           Finder.  Each
of the Company on the one hand, and each Subscriber (for such Subscriber only)
on the other hand, agrees to indemnify the other against and hold the other
harmless from any and all liabilities to any persons claiming brokerage
commissions or finder’s fees on account of services purported to have been
rendered on behalf of the indemnifying party in connection with this Agreement
or the transactions contemplated hereby and arising out of such party’s actions.
The Company represents that there are no parties entitled to receive fees,
commissions, or similar payments in connection with the Offering.

      


      (b)           Escrow
Fees.  The Company shall pay to ______, 
(“Escrow
Agent”), a fee of $___________
(“Escrow Fees”) as
reimbursement for services rendered in connection with the management of the
Escrow. The Escrow Fees will be paid on the Closing Date and will be paid out of
funds held pursuant to the Escrow Agreement.

      


      9.           Covenants of the
Company.  The Company covenants and agrees with each Subscriber
as follows:

      


      (a)           Release of the Purchased
Shares. In the event the Share Exchange Transaction is not consummated on
or before the Closing Date, the aggregate purchase price in the Escrow shall be
released and the Escrow Agent shall deliver to each Subscriber the Purchase
Price paid by each such Subscriber within ten (10) business days after it is
determined that the Share Exchange Transaction will not be
consummated.

      


      (b)           Stop
Orders.  The Company will advise each Subscriber, within two
hours after the Company receives notice of issuance by the Commission, any state
securities commission or any other regulatory authority of any stop order or of
any order preventing or suspending any offering of any securities of the
Company, or of the suspension of the qualification of the Common Stock of the
Company for offering or sale in any jurisdiction, or the initiation of any
proceeding for any such purpose.

      


      (c)           Use of
Proceeds.  The Subscriber acknowledges and understands that the
proceeds are being used for the working capital of the Company and for the
payment of the professional fees by the Company in connection with the Share
Exchange Transaction and the Offering, and that the Company will need additional
financing in order to fund future development and expansion of its business. The
Company cannot be certain that it will be able to obtain additional funding in
the future either on terms and conditions acceptable to the Company or under any
circumstances. Each Subscriber should expect to be subject to significant equity
dilution in the event the Company obtains additional financings in the
future.

       

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      
 

      (g)           Taxes.  From
the date of this Agreement and until the date which is two (2) years after the
Closing Date, the Company will promptly pay and discharge, or cause to be paid
and discharged, when due and payable, all lawful taxes, assessments and
governmental charges or levies imposed upon the income, profits, property or
business of the Company; provided, however, that any such tax, assessment,
charge or levy need not be paid if the validity thereof shall currently be
contested in good faith by appropriate proceedings and if the Company shall have
set aside on its books adequate reserves with respect thereto, and provided,
further, that the Company will pay all such taxes, assessments, charges or
levies forthwith upon the commencement of proceedings to foreclose any lien
which may have attached as security therefore.

      


      (h)           Books and
Records.  From the date of this Agreement and until the date
which is two (2) years after the Closing Date, the Company will keep true
records and books of account in which full, true and correct entries will be
made of all dealings or transactions in relation to its business and affairs in
accordance with generally accepted accounting principles applied on a consistent
basis.

      


      (i)           Governmental
Authorities.  From the date of this Agreement and until the
date which is two (2) years after the Closing Date, the Company shall duly
observe and conform in all material respects to all valid requirements of
governmental authorities relating to the conduct of its business or to its
properties or assets.

      


      (j)           Intellectual
Property.  From the date of this Agreement and until the date
which is two (2) years after the Closing Date, the Company shall maintain in
full force and effect its corporate existence, rights and franchises and all
licenses and other rights to use intellectual property owned or possessed by it
and reasonably deemed to be necessary to the conduct of its business, unless it
is sold for value.

      


      (k)           Properties.  From
the date of this Agreement and until the date which is two (2) years after the
Closing Date, the Company will keep its properties in good repair, working order
and condition, reasonable wear and tear excepted, and from time to time make all
necessary and proper repairs, renewals, replacements, additions and improvements
thereto; and the Company will at all times comply with each provision of all
leases to which it is a party or under which it occupies property if the breach
of such provision could reasonably be expected to have a Material Adverse
Effect.

      


      (n)           Non-Public
Information.  The Company covenants and agrees that neither it
nor any other person acting on its behalf will provide any Subscriber or its
agents or counsel with any information that the Company believes constitutes
material non-public information, unless prior thereto in each instance such
Subscriber shall have agreed in writing to receive such information. The Company
understands and confirms that each Subscriber shall be relying on the foregoing
representations in effecting transactions in securities of the
Company.

       

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      
 

      10.           Covenants of the Company and
Subscriber Regarding Indemnification.

      


      (a)           Company
Indemnification.  The Company agrees to indemnify, hold
harmless, reimburse and defend the Subscribers, the Subscribers' officers,
directors, agents, Affiliates, control persons, and principal shareholders,
against any claim, cost, expense, liability, obligation, loss or damage
(including reasonable legal fees) of any nature, incurred by or imposed upon the
Subscriber or any such person which results, arises out of or is based upon (i)
any material misrepresentation by Company or breach of any warranty by Company
in this Agreement or in any Exhibits or Schedules attached hereto, or (ii) after
any applicable notice and/or cure periods, any breach or default in performance
by the Company of any material covenant or undertaking to be performed by the
Company hereunder, or any other agreement entered into by the Company and
Subscriber relating hereto.  Any or all of the foregoing are deemed
Events of Default.

      


      (b)           Subscriber
Indemnification.  Each Subscriber agrees to indemnify, hold
harmless, reimburse and defend the Company and each of the Company's officers,
directors, agents, Affiliates, control persons against any claim, cost, expense,
liability, obligation, loss or damage (including reasonable legal fees) of any
nature, incurred by or imposed upon the Company or any such person which
results, arises out of or is based upon (i) any material misrepresentation by
such Subscriber in this Agreement or in any Exhibits or Schedules attached
hereto, or (ii) after any applicable notice and/or cure periods, any breach or
default in performance by such Subscriber of any covenant or undertaking to be
performed by such Subscriber hereunder, or any other agreement entered into by
the Company and Subscribers, relating hereto.

      


      (c) Limitation on Subscriber
Indemnification.  In no event shall the liability of any
Subscriber or permitted successor hereunder or under any Transaction Document or
other agreement delivered in connection herewith be greater in amount than the
dollar amount of the net proceeds actually received by such Subscriber upon the
sale of the Purchased Shares.

      


      11.           Registration Rights.
The Subscribers shall be entitled to “piggy-back” registration rights on
all registrations of the Company subject to customary exceptions and subject to
the right of the Company and its underwriters to reduce the number of shares
proposed to be registered pro rata in view of market conditions.

      


      12.           Miscellaneous.

       

      (a) Governing Law;
Jurisdiction.  This Agreement will be governed by and
interpreted in accordance with the laws of the State of Delaware without regard
to the principles of conflict of laws.  The parties hereto hereby
submit to the exclusive jurisdiction of the United States federal and state
courts located in the State of Delaware with respect to any dispute arising
under this Agreement or the transactions contemplated hereby or
thereby.

       

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      (b) Counterparts; Signatures by
Facsimile.  This Agreement may be executed in two or more
counterparts, all of which are considered one and the same agreement and will
become effective when counterparts have been signed by each party and delivered
to the other parties.  This Agreement, once executed by a party, may
be delivered to the other parties hereto by facsimile transmission of a copy of
this Agreement bearing the signature of the party so delivering this
Agreement.

       

       

      (c)           Headings.  The
headings of this Agreement are for convenience of reference only, are not part
of this Agreement and do not affect its interpretation.

       

       

      (d)           Severability.  If
any provision of this Agreement is invalid or unenforceable under any applicable
statute or rule of law, then such provision will be deemed modified in order to
conform to such statute or rule of law.  Any provision hereof that may
prove invalid or unenforceable under any law will not affect the validity or
enforceability of any other provision hereof.

      


      (e)           
Entire Agreement;
Amendments.  This Agreement (including all schedules and
exhibits hereto) constitutes the entire agreement among the parties hereto with
respect to the subject matter hereof and thereof.  There are no
restrictions, promises, warranties or undertakings, other than those set forth
or referred to herein or therein. This Agreement supersedes all prior agreements
and understandings among the parties hereto with respect to the subject matter
hereof.  Except as set forth herein, no provision of this Agreement
may be waived or amended other than by an instrument in writing signed by the
party to be charged with enforcement.

      (f)           Notices.  Any
notices required or permitted to be given under the terms of this Agreement must
be sent by certified or registered mail (return receipt requested) or delivered
personally or by courier (including a recognized overnight delivery service) and
will be effective five days after being placed in the mail, if mailed by regular
United States mail, or upon receipt, if delivered personally, or by courier
(including a recognized overnight delivery service), in each case addressed to a
party.  The addresses for such communications are:

      


      If to the
Company:              China
Eco-Hospitality Operations, Inc.

      Room 405,
4/F., Wing Ming Industrial Centre

      15 Cheung
Yue Street, Chueng Sha Wan

      Kowloon,
Hong Kong

      Tel.:
(852) 6121-8865

      


      With a copy (which shall not
constitute notice) to:

      


      Anslow & Jaclin, LLP

      195 Route 9 South

      Manalapan, NJ 07726

      Attn:  Richard I. Anslow,
Esq.

      Tel.:  732-409-1212

      Fax:  732-577-1188

       

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

      
 

      If to the Escrow
Agent:                                                      


      


      
        	
                 
      

              	
                If
      to the Subscriber:

              	
                To
      the address set forth immediately below
the

              


      

      
        	
                 
      

              	
                Subscriber’s
      name on the signature pages hereto.

              


      

      


      (g)           Successors and
Assigns.  This Agreement is binding upon and inures to the
benefit of the parties and their successors and assigns.  The Company
will not assign this Agreement or any rights or obligations hereunder without
the prior written consent of the Subscriber and the Subscriber may not assign
this Agreement or any rights or obligations hereunder without the prior written
consent of the Company.  Notwithstanding the foregoing, the Subscriber
may assign all or part of its rights and obligations hereunder to any of its
“affiliates,” as that term is defined under the Securities Act, without the
consent of the Company so long as the affiliate is an accredited investor
(within the meaning of Regulation D) and agrees in writing to be bound by this
Agreement.  This provision does not limit the Subscriber’s right to
transfer the Bridge Securities pursuant to the terms of this Agreement or to
assign the Subscriber’s rights hereunder to any such transferee pursuant to the
terms of this Agreement.

       

      (h)           Third Party
Beneficiaries.  This Agreement is intended for the benefit of
the parties hereto and their respective permitted successors and assigns, and is
not for the benefit of, nor may any provision hereof be enforced by, any other
person.

       

       

      (i)           Further
Assurances.  Each party will do and perform, or cause to be
done and performed, all such further acts and things, and will execute and
deliver all other agreements, certificates, instruments and documents, as
another party may reasonably request in order to carry out the intent and
accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.

       

       

      (j)           No Strict
Construction.  The language used in this Agreement is 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.

       

      (k)           Acceptance.  Upon
the execution and delivery of this Agreement by the Subscriber, this Agreement
shall become a binding obligation of the Subscriber with respect to the purchase
of the Purchased Shares as herein provided, subject to acceptance by the
Company; subject, however, to the right hereby reserved to the Company to enter
into the same agreements with other Subscribers and to add and/or delete other
persons as Subscribers.

       

      (l)           Waiver.  It
is agreed that a waiver by either party of a breach of any provision of this
Agreement shall not operate, or be construed, as a waiver of any subsequent
breach by that same party.

       

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

       

      (m)           Public
Statements.  The Subscriber agrees not to issue any public
statement with respect to the Subscriber’s investment or proposed investment in
the Company or the terms of any agreement or covenant between them and the
Company without the Company’s prior written consent, except such disclosures as
may be required under applicable law or under any applicable order, rule or
regulation.

       

      (n)           Counterparts.  This
Agreement may be executed in two or more counterparts each of which shall be
deemed an original, but all of which shall together constitute one and the same
instrument.

      


      


      [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]

      


      


      


      


      


      


      


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      SIGNATURE
PAGE TO SUBSCRIPTION AGREEMENT

      


      IN WITNESS WHEREOF, with
respect to the Purchase Price specified below, each the undersigned represents
that the foregoing statements made by it above are true and correct and that it
has caused this Agreement to be duly executed on its behalf (if an entity, by
one of its officers thereunto duly authorized) as of the date first above
written.

       

      
        
          
            
              	
                      NO.
      OF SHARES

                    	 
      	
                       

                    
	
                      PURCHASE
      PRICE

                    	 
      	
                       

                    


            

          

        

      

       

      SUBSCRIBER:

       

      
        
          
            
              
                
                  
                    
                      	
                               

                            	 
      	
                               

                            
	
                              Address

                            	 
      	
                              Printed
      Name of Subscriber

                            
	
                               

                            	 
      	 
      
	 
      	 
      	 
      
	
                              Telephone
      No. ___________________

                            	 
      	
                              By:
      

                            
	
                              Telecopier
      No. ___________________

                            	 
      	
                              (Signature
      of Authorized Person)

                            
	 
      	 
      	 
      
	 
      	 
      	
                               

                            
	
                               

                            	 
      	
                              Printed
      Name and Title

                            
	
                              Jurisdiction
      of Incorporation,

                            	 
      	 
      
	
                              Organization
      or Citizenship

                            	 
      	 
      
	
                              Tax
      ID No. _______________

                            	 
      	 
      


                    

                  

                

              

            

          

        

      

       

       

      If the above Notice Address is
not the Residence (for individual
Subscriber) or Principal Place of Business (for Subscriber which is not an
individual), such Residence or Principal Place of Business
is:

      _____________________________

      _____________________________

      _____________________________

      


      COMPANY:

      


      China
Eco-Hospitality Operations, Inc.

      a
Delaware Corporation

      


      By:
_________________________________

      (Signature
of Authorized Person)

      Wong Wa Kei Anthony,
President_________

      Printed
Name and Title

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      EXHIBIT
A

      


      FOREIGN
ESCROW AGREEMENT

      


       

       

       

       

       

       

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
B

      


      POWER
OF ATTORNEY

      


      


      I, the
undersigned, does hereby confer full power of attorney on Messrs. Matthew Tai
and Wong Wa Kei Anthony as true and lawful attorneys-in-fact for me and in my
name, place and stead, and on my behalf, and for my use and benefit, to
negotiate and enter into a definitive agreement by and among Glorious Pie
Limited, a BVI company, China Eco-Hospitality Operations, Inc., a Delaware
company, the shareholders of Glorious Pie Limited, the consultant of Glorious
Pie Limited, and the Subscribers to the Offering regarding the Share Exchange
Transaction as described in this Subscription Agreement.

      


      


      


      


              By:
___________________

               Name:

               Date: