ex10_1.htm


     

    EXHIBIT
10.1

     

    
      These securities have not been registered with the United States
Securities and Exchange Commission or the securities commission of any state
because they are believed to be exempt from registration under Regulation D
and/or Regulation S promulgated under the Securities Act of 1933, as amended
(the “Act”).  The foregoing authorities have not confirmed the
accuracy or determined the adequacy of this document.  Any
representation to the contrary is a criminal offense.  This
subscription agreement shall not constitute an offer to sell nor a solicitation
of an offer to buy the securities in any jurisdiction in which such offer or
solicitation would be unlawful.

      


      These
securities are subject to restrictions on transferability and resale and may not
be transferred or resold except as permitted under the Act, and applicable state
securities laws, pursuant to registration or exemption
therefrom.  Investors should be aware that they will be required to
bear the financial risks of this investment for an indefinite period of
time.  All offers and sales of the herein-described securities by
non-U.S. persons before the expiration of a period commencing on the date of the
closing of this offering and ending one year thereafter shall only be made in
compliance with Regulation S, pursuant to registration under the Act, or
pursuant to an exemption from registration, and all offers and sales after the
expiration of the one-year period shall be made only pursuant to registration or
an exemption from registration.  Hedging transactions involving these
securities may not be conducted unless in compliance with the Act.

      


      


      OFFSHORE SUBSCRIPTION
AGREEMENT

      


      This Offshore Subscription
Agreement (the “Agreement”) is entered into this 15th day of May, 2009 (the
“Effective Date”), by and between China Fruits Corporation, a Nevada
corporation (“CHFR”) and Ning, Fen (“MS.
NING”), an individual.

      


      WHEREAS,
MS. NING desires to subscribe to and purchase one million and seven hundred
fifty thousand shares (1,750,000) of restricted common stock of CHFR (the
“Shares”); and

      


      WHEREAS,
CHFR agrees to deliver the Shares for the Consideration (as defined below) to be
paid by MS. NING, subject to the terms and conditions set forth
below.

      


      NOW,
THEREFORE, for and in consideration of the mutual promises herein, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

      


      
        	
                1.

              	
                Purchase and
      Sale.   On the basis of the representations and
      warranties herein contained, subject to the terms and conditions set forth
      herein, MS. NING hereby agrees to purchase the Shares at a purchase price
      of twenty cents (US$.20) per share (aggregate sum of $350,000), and CHFR
      hereby agrees to sell the Shares to MS. NING for such
      Consideration.

              


      

      


      
        	
                2.

              	
                Closing.  The
      closing of the purchase and sale contemplated by this Agreement (the
      “Closing”) shall occur upon the transfer of the Consideration to CHFR at
      Fu Xi Technology & Industry Park, Nan Feng County, Jiang Xi Province,
      P. R. China (the “Corporate Address”). CHFR shall deliver the Shares to
      MS. NING within 14 days of receiving full payment under this
      Agreement.

              


      

       

      A.    Transactions
and Document Exchange at Closing.  Prior to or at the Closing, the
following transactions shall occur and documents shall be exchanged, all of
which shall be deemed to occur simultaneously: (1) by MS. NING: MS. NING
shall deliver, or cause to be deliver, to CHFR: (a) the balance of the
Consideration (if any); and (b) such other documents, instruments, and/or
certificates, if any, as are required to be delivered pursuant to the provisions
of this Agreement, or which are reasonably determined by the parties to be
required to effectuate the transactions contemplated in this Agreement, or as
otherwise may be reasonably requested by CHFR in furtherance of the intent of
this Agreement; (2) by
CHFR: CHFR shall deliver, or cause the following to be delivered, to MS.
NING: (a) the Shares; and (b) such other documents, instruments, and/or
certificates, if any, as are required to be delivered pursuant to the provisions
of this Agreement, or which are reasonably determined by the parties to be
required to effectuate the transactions contemplated in this Agreement, or as
otherwise may be reasonably requested by MS. NING in furtherance of the intent
of this Agreement.

       

       B.    Post
-Closing Documents.  From time to time after the Closing, upon the
reasonable request of any party, the party to whom the request is made shall
deliver such other and further documents, instruments, and/or certificates as
may be necessary to more fully vest in the requesting party the Consideration or
the Shares as provided for in this Agreement, or to enable the requesting party
to obtain the rights and benefits contemplated by this Agreement.

       

       C.    Payment.  MS.
NING will ensure that all payments are forwarded to the Corporate
Address.


      
        	
                3.

              	
                      Private
      Offering.  MS. NING and CHFR both understand and agree
      that the purchase and sale of securities contemplated herein constitutes a
      private, arms-length transaction between a willing seller and willing
      buyer without the use or reliance upon a broker, distributor or securities
      underwriter.

              


      

      


      
        	
                A.  
      

              	
                Purchase
      for Investment.  Neither MS. NING nor CHFR are underwriters of,
      or dealers in, the securities to be sold and exchanged
      hereunder.

              


      

      


      
        	
                B.
        

              	
                Investment
      Risk.  Because of CHFR’s financial position and other factors as
      disclosed in CHFR’s business plan (which MS. NING represents it has
      received and reviewed), the  transaction contemplated by this
      Agreement may involve a high degree of financial risk, including the risk
      that one or both parties may lose its entire investment, and both parties
      hereby  agree that they have each undertaken an independent
      evaluation of the risks associated with the Shares, and both parties
      understand those risks and are willing to accept the risk that they may be
      required to bear the financial risks of this investment for an indefinite
      period of time.

              


      

      


      
        	
                C. 
       

              	
                Access
      to Information.  MS. NING and CHFR and their advisors have been
      afforded the opportunity to discuss the transaction with legal and
      accounting professionals and to examine and evaluate the financial impact
      of the sale and exchange contemplated herein. MS. NING acknowledges that
      it has been furnished with the information required to conform with the
      provisions of subparagraph (a)(5) of Rule 15c2-11 of the Securities and
      Exchange Commission.

              


      

       

      
        	
                4.

              	
                Representations and
      Warranties of MS. NING: MS. NING hereby covenants and represents
      and warrants to CHFR that:

              


      

      


      
        	
                 
      A.    

              	
                Organization.  MS.
      NING is an individual, with the power and authority to carry on business
      as now being conducted.  This Agreement has been duly executed
      and delivered by MS. NING and constitutes a binding and enforceable
      obligation of MS. NING.

              


      

      


      
        	
                 
      B.   

              	
                Third
      Party Consent.  No authorization, consent, or approval of, or
      registration or filing with, any governmental authority or any other
      person is required to be obtained or made by MS. NING in connection with
      the execution, delivery, or performance of this Agreement or the transfer
      of the Shares, or if any such is required, MS. NING will have or will
      obtain the same prior to Closing.

              


      

      


      
        	
                 
      C.    

              	
                Litigation.  MS.
      NING is not a defendant against whom a claim has been made or a judgment
      rendered in any litigation or proceedings before any local, state, or
      federal government, including but not limited to the United States, or any
      department, board, body, or agency
thereof.

              


      

      


      
        	
                 
      D.    

              	
                Authority.  This
      Agreement has been duly executed by MS. NING, and the execution and
      performance of this Agreement will not violate, or result in a breach of,
      or constitute a default in, any agreement, instrument, judgment, order, or
      decree to which MS. NING is a party or to which the Consideration is
      subject.

              


      

      


      
        	
                 
      E.    

              	
                Offshore
      Transaction. MS. NING represents and warrants to CHFR as follows: (i) MS.
      NING is not a “U.S. person” as that term is defined in Rule 902 of
      Regulation S; (ii) at the execution of this Agreement, as well as the time
      this transaction is or was due, MS. NING was outside the United States,
      and no offer to purchase the Shares was made in the United States; (iii)
      MS. NING agrees that all offers and sales of the Shares shall not be made
      to U.S. persons unless the Shares are registered or a valid exemption from
      registration can be relied on under applicable U.S. state and federal
      securities laws; (iv) MS. NING is not a distributor or dealer; (v) the
      transactions contemplated hereby have not been and will not be made on
      behalf of any U.S. person or pre-arranged by MS. NING with a purchaser
      located in the United States or a purchaser which is a U.S. person, and
      such transactions are not and will not be part of a plan or scheme to
      evade the registration provisions of the Act; (vi)all offering documents
      received by MS. NING include statements to the effect that the Shares have
      not been registered under the Securities Act of 1933 and may not be
      offered or sold in the United States or to U.S. Persons (other than
      distributors as defined in Regulation S) during the Restricted Period
      unless the Shares are registered under the Securities Act of 1933 or an
      exemption from registration is
available.

              


      

      


      The
foregoing representations and warranties are true and accurate as of the date
hereof, shall be true and accurate as of the date of the acceptance by CHFR of
MS. NING’s purchase, and shall survive thereafter. If MS. NING has knowledge,
prior to the acceptance of this Offshore Subscription Agreement by CHFR, that
any such representations and warranties shall not be true and accurate in any
respect, MS. NING prior to such acceptance, will give written notice of such
fact to CHFR specifying which representations and warranties are not true and
accurate and the reasons therefore.

      


      MS. NING
agrees to fully indemnify, defend and hold harmless CHFR, its officers,
directors, employees, agents and attorneys from and against any and all losses,
claims, damages, liabilities and expenses, including reasonable attorney's fees
and expenses, which may result from a breach of MS. NING’s representations,
warranties and agreements contained herein.

      


      
        	
                 
      F.    

              	
                Accredited
      Investor.  MS. NING is an accredited investor as that term is
      defined in Rule 501(a) of Regulation D promulgated under the
      Act.

              


      

       

      
        	
                 
      G.    

              	
                Beneficial
      Owner.  MS. NING is purchasing stock for its own account or for
      the account of beneficiaries for whom MS. NING has full investment
      discretion with respect to stock and whom MS. NING has full authority to
      bind, so that each such beneficiary is bound hereby as if such beneficiary
      were a direct signatory hereunder, and all representations, warranties and
      agreements herein were made directly by such
  beneficiary.

              


      

      


      
        	
                 
      H.    

              	
                Directed
      Selling Efforts.  MS. NING will not engage in any activity for
      the purpose of, or that could reasonably be expected to have the effect
      of, conditioning the market in the United States for any of the Shares
      sold hereunder.  To the best of its knowledge, neither MS. NING
      nor any person acting for MS. NING has conducted any “directed selling
      efforts” as that term is defined in Rule 902 of Regulation
    S.

              


      

      


      
        	
                 
      I.   

              	
                Independent
      Investigation; Access.  MS. NING, in electing to purchase the
      Shares herein, has relied solely upon independent investigation made by
      him and his representatives.  MS. NING has been given no oral or
      written representation or warranty from CHFR other than as set forth in
      this Agreement.  MS. NING and his representatives, if any, have,
      prior to any sale to it, been given access and the opportunity to examine
      all material books and records of CHFR, all material contracts and
      documents relating to CHFR and this offering and an opportunity to ask
      questions of, and to receive answers from, CHFR or any officer of CHFR
      acting on its behalf concerning CHFR and the terms and conditions of this
      offering. MS. NING and his advisors, if any, have been furnished with
      access to all publicly available materials relating to the business,
      finances and operations of CHFR and materials relating to the offer and
      sale of the Shares which have been requested. MS. NING and his advisors,
      if any, have received complete and satisfactory answers to any such
      inquiries.

              


      

      


      
        	
                 
      J.    

              	
                No
      Government Recommendation or Approval. MS. NING understands that no United
      States federal or state agency, or similar agency of any other country,
      has passed upon or made any recommendation or endorsement of the Shares,
      or this transaction.

              


      

      


      
        	
                K.
         

              	
                No
      Formation or Membership in “Group.”  MS. NING is not part of a
      “group” as that term is defined under the Act.  MS. NING is not,
      and does not intend to become, included with two or more persons acting as
      a partnership, syndicate, or other group for the purpose of acquiring,
      holding or disposing of securities of the
  Company.

              


      

      


      
        	
                L. 
        

              	
                Hedging
      Transactions.  MS. NING hereby agrees not to engage in any
      hedging transactions involving the securities described herein unless in
      compliance with the Act and Regulation S promulgated
      thereunder.

              


      

      


      
        	
                5.

              	
                Conditions Precedent
      to CHFR’s Closing.  All obligations of CHFR under his
      Agreement, and as an inducement to CHFR to enter into this Agreement, are
      subject to MS. NING’s covenants and agreements to each of the
      following:

              


      

      
        
        

      

      
        
        

      

      


      


      
        	
                A.
         

              	
                Acceptance
      of Documents.  All instruments and documents delivered to CHFR
      pursuant to this Agreement or reasonably requested by CHFR to verify the
      representations and warranties of MS. NING herein, shall be satisfactory
      to CHFR and its legal counsel.

              


      

      


      
        	
                B.   
      

              	
                Representations
      and Warranties.  The representations and warranties by MS. NING
      set forth in this Agreement shall be true and correct at and as of the
      Closing date, with the same force and effect as though made at and as of
      the date hereof, except for changes permitted or contemplated by this
      Agreement.

              


      

      


      
        	
                C.
          

              	
                No
      Breach or Default.  MS. NING shall have performed and complied
      with all covenants, agreements, and conditions required by this Agreement
      to be performed or complied with by it prior to or at the
      Closing.

              


      

      


      
        	
                 6.
      

              	
                Termination.  This
      Agreement may be terminated at any time prior to the date of Closing by
      either party if (a) there shall be any actual or threatened action or
      proceeding by or before any court or any other governmental body which
      shall seek to restrain, prohibit, or invalidate the transaction
      contemplated by this Agreement, and which in the judgment of such party
      giving notice to terminate and based upon the advice of legal counsel
      makes it inadvisable to proceed with the transaction contemplated by this
      Agreement, or (b) if this Agreement has not been approved and properly
      executed by the parties by May 31,
2009.

              


      

      


      
        	
                7. 
      

              	
                Restrictive
      Legend.  MS. NING agrees that the Shares shall bear a
      restrictive legend to the effect that transfer is prohibited except in
      accordance with the provisions of Regulation S, pursuant to registration
      under the Act, or pursuant to an available exemption from registration,
      and that hedging transactions involving those securities may not be
      conducted unless in compliance with the
Act.

              


      

      


      
        	
                8.

              	
                CHFR’s Obligation to
      Refuse Transfer.  Pursuant to Regulation S promulgated
      under the Act, CHFR hereby agrees to refuse to register any transfer of
      the Shares not made in accordance with the provisions of Regulation S,
      pursuant to registration under the Act, or pursuant to an available
      exemption from registration.

              


      

      


      
        	
                9. 
      

              	
                Miscellaneous.

              


      

      


      
        	
                 A.   
      

              	
                Authority.  MS.
      NING and the officers of CHFR executing this Agreement are duly authorized
      to do so, and each party has taken all action required for valid
      execution.

              


      

      


      
        	
                B.   
      

              	
                Notices.  Any
      notice under this Agreement shall be deemed to have been sufficiently
      given if sent by registered or certified mail, postage prepaid, or by
      express mail service substantially equivalent to Federal Express,
      addressed as follows

              


      

      
        
        

      

      


      
        	
                 
      

              	
                       To
      MS. NING:     Ms. Ning,
  Fen.

              


      

                                              11 Huang Tu Ke Zu, Dongxi Cun, Fufang
Xiang

                                              Nanfeng
County, Jiangxi, P.R. China  

                                              (offshore
address)

                                        

      
        	
                 
      

              	
                       To
      CHFR:

              	
                China
      Fruits Corporation

              


      

                                             Fu
Xi Technology & Industry Park, Nan Feng County

                                            
Jiang Xi
Province, P. R. China

                                            
(86794)
326-6199

      


      
        	
                C.   
      

              	
                Entire
      Agreement. This Agreement constitutes the entire agreement among the
      parties hereto with respect to the subject matter hereof and supersedes
      any and all prior or contemporaneous representations, warranties,
      agreements and understandings in connection therewith. This Agreement may
      be amended only by a writing executed by all parties
    hereto.

              


      

      


      
        	
                D.
         

              	
                Severability.  If
      a court of competent jurisdiction determines that any clause or provision
      of this Agreement is invalid, illegal or unenforceable, the other clauses
      and provisions of the Agreement  shall remain in full force and
      effect and the clauses and provisions which are determined to be void,
      illegal or unenforceable shall be limited so that they shall remain in
      effect to the extent permissible by
law.

              


      

      


      
        	
                E.   
      

              	
                Assignment.  None
      of the parties hereto may assign this Agreement without the express
      written consent of the other parties and any approved assignment shall be
      binding on and inure to the benefit of such successor or, in the event of
      death or incapacity, on assignor’s heirs, executors, administrators,
      representatives, and successors.

              


      

      


      
        	
                F.   
      

              	
                Applicable
      Law. This Agreement has been negotiated and is being contracted for in the
      United States, State of Delaware.  It shall be governed by and
      interpreted in accordance with the laws of the United States and the State
      of Delaware, regardless of any conflict-of-law provision to the
      contrary.

              


      

      


      
        	
                G.   
      

              	
                Attorney’s
      Fees.  If any legal action or other proceeding (including but
      not limited to binding arbitration) is brought for the enforcement of or
      to declare any right or obligation under this Agreement or as a result of
      a breach, default or misrepresentation in connection with any of the
      provisions of this Agreement, or otherwise because of a dispute among the
      parties hereto, the prevailing party will be entitled to recover actual
      attorney’s fees (including for appeals and collection and including the
      actual cost of in-house counsel, if any) and other expenses incurred in
      such action or proceeding, in addition to any other relief to which such
      party may be entitled.

              


      

      


      
        	
                H.   
      

              	
                Counterparts
      and Facsimile.  This Agreement may be executed in any number of
      identical counterparts (except as to signature only), each of which may be
      deemed an original for all purposes.  A fax, telecopy or other
      reproduction of this instrument may be executed by one or more parties
      hereto and such executed copy may be delivered by facsimile or similar
      instantaneous electronic transmission device pursuant to which the
      signature of or on behalf of such party can be seen, and such execution
      and delivery shall be considered valid, binding and effective for all
      purposes.

              


      

      
        
        

      

      
        
        

      

      
        
        

      

       

       

      IN
WITNESS WHEREOF, the parties have executed this agreement below.

      


      Ms. Ning,
Fen                                                      China
Fruits Corporation

      


      By: /s/ Ning,
Fen                                                 /s/ Chen Quan Long

      Ning, Fen,
Individual                                         Cheng Quan Long, President