dragon_ex1001.htm


     

    EXHIBIT 10.1

     

    
      STOCK
        PURCHASE AGREEMENT

      


      THIS
        STOCK PURCHASE AGREEMENT (the "Agreement") executed this 28th day of
        September,
        2007 by and among Dragon International Group Corp, a Nevada
        Corporation, (hereinafter referred to as “Dragon”), and Wellton
        International Fiber Corp., a corporation organized
        under the laws of the British Virgin Islands (hereinafter
        referred to as the “Company” or “Wellton”), and York
        Smooth, Ltd., a
        Chinese limited liability company and sole shareholder of Wellton International
        Fiber Corp. (the “Shareholder”), and effective October 1,
        2007.  Dragon, Wellton and Shareholder, together, shall be referred to
        as the “Parties” herein.

      


      RECITALS

      


      A.     
        Dragon owns a 51% equity interest in Wellton.  On June 29, 2007 Dragon
        acquired a 51% equity interest in Wellton in exchange for an aggregate of
        8,186,029 shares of common stock, valued at $573,022 (the "Consideration
        Stock").  The 51% equity interest of Wellton was based on the value of
        the net tangible assets of Wellton as stated on Wellton’s unaudited
        financial statements as of March 31, 2007.  The number of shares of
        Consideration Stock was computed by dividing the aggregate Purchase Price
        by the
        closing price of Dragon Nevada's common stock on the
        Over-the-Counter-Bulletin-Board on April 23, 2007, which was $.07 per
        share.

      


      B.       Shareholder
        owns a 49% equity interest in Wellton.

      


      C.       Net
        Tangible Assets of Wellton, as of March 31, 2007 is $1,123,573.

      


      D.      Dragon
        desires to acquire, in a stock for stock exchange, Shareholder’s 49% equity
        interest of Wellton, resulting in Wellton becoming a wholly-owned subsidiary
        of
        Dragon.

      


      E.      Shareholder
        desires to exchange its 49% equity interest of Wellton for the consideration
        of
        7,865,011 Dragon authorized but unissued shares of common stock as provided
        in
        the Agreement herein.

      


      F.      The
        Exchange shall qualify as a transaction in securities exempt from registration
        under Section 4(2) of the Securities Act of 1933, as amended.

      


      G.      Wellton
        is doing business in China and related territories with an address
        of:

      


      Suite
        1503, Bldg C, New Century Plaza,

      48
        Xing
        Yi Rd, Hong Qiao, Shanghai, China 200336

      PHONE:
        86-21-6295-4411

      FAX:
        86-21-6295-4001

      


      NOW,
        THEREFORE, in consideration of the mutual covenants, agreements, representations
        and warranties contained in this Agreement, the parties hereto agree as
        follows:

      


      SECTION
        1.  EXCHANGE OF SHARES

      


      1.1           Exchange
        of Shares.  Dragon and the Shareholder hereby agree that,
        effective October 1, 2007, Shareholder shall exchange its 49% equity interest
        of
        Wellton (the "Wellton Shares") for 7,865,011shares of Dragon Common Stock,
        $.001
        par value (the "Dragon Shares"), valued at $0.07 per share, the closing trade
        price of Dragon on April 23, 2007.

      


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      1.2            Delivery
        of Shares.  On the Closing Date, as defined in Section 1.4
        below, Shareholder will deliver to Dragon the certificates representing the
        Wellton Shares, and Dragon will deliver certificates representing
        7,865,011 shares of Dragon to Shareholder.

      


      1.3           Investment
        Intent.  The newly issued shares of Dragon common stock have not
        been registered under the Securities Act of 1933, as Amended, and may not
        be
        resold unless the Dragon Shares are registered under the Act or an exemption
        from such registration is available.  The Shareholder represents and
        warrants that he is acquiring the Dragon Shares for his own account, for
        investment, and not with a view to the sale or distribution of such
        Shares.  Each certificate representing the Dragon Shares will have a
        legend thereon incorporating language as follows:

      


      "The
        shares represented by this certificate have not been registered under the
        Securities Act of 1933, as amended (the "Act").  The shares have been
        acquired for investment and may not be sold or transferred in the absence
        of an
        effective Registration Statement for the shares under the Act unless in the
        opinion of counsel satisfactory to the Company, registration is not required
        under the Act."

      


      1.4       
          Closing Date.  The closing shall take place
        not later than December 1, 2007 (the “Closing Date”).  At the closing,
        the parties shall provide each other with such documents as may be necessary
        or
        appropriate in order to consummate the transactions contemplated
        herein.

      


      SECTION
        2.  REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE
        SHAREHOLDER

      


      The
        Company and the Shareholder hereby represent and warrant as
        follows:

      


      2.1         Organization
        and Good Standing; Ownership of Shares.  The Company and its
        subsidiary are corporations duly organized, validly existing and in good
        standing under the laws of the British Virgin Islands, and is entitled to
        own or
        lease its properties and to carry on its business as and in the places where
        such properties are now owned, leased or operated and such business is now
        conducted.  The Company is duly licensed or qualified and in good
        standing as a Chinese company where the character of the properties owned
        by it
        or the nature of the business transacted by it make such licenses or
        qualifications necessary.  There are no outstanding subscriptions,
        rights, options, warrants or other agreements obligating either the Company
        or
        the Shareholder to issue, sell or transfer any stock or other securities of
        the Company.

      


      2.2        
        Ownership of Capital Stock.  The Shareholder is the beneficial
        owner of record and beneficially of all of the shares of capital stock of
        the
        Company, all of which shares are free and clear of all rights, claims, liens
        and
        encumbrances, and have not been sold, pledged, assigned or otherwise transferred
        except pursuant to this Agreement.

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      SECTION
        3.  REPRESENTATIONS AND WARRANTIES OF
DRAGON

      


      Dragon
        hereby represents and warrants to the Company and the Shareholders as
        follows:

      


      3.1         Organization
        and Good Standing.   Dragon is a corporation duly organized,
        validly existing and in good standing under the laws of the State of Nevada
        and
        is entitled to own or lease its properties and to carry on its business as
        and
        in the places where such properties are now owned, leased, or operated and
        such
        business is now conducted.  The authorized capital stock of consists
        of 200,000,000 shares of Common Stock (Par Value $0.001), of which 96,363,982
        shares are presently issued and outstanding and 25,000,000 shares of
        preferred stock, of which none is issued and outstanding.  Dragon is duly
        licensed or qualified and in good standing as a foreign corporation where
        the
        character of the properties owned by Dragon or the nature of the business
        transacted by it make such license or qualification necessary.  Dragon
        does have four subsidiaries.

      


      3.2         The
        Dragon Shares.  The Dragon Shares to be issued to the Shareholder
        have been or will have been duly authorized by all necessary corporate and
        stockholder actions and, when so issued in accordance with the terms of this
        Agreement, will be validly issued, fully paid and non-assessable.

      


      SECTION
        4.  MISCELLANEOUS

      


      4.1         Waivers.  The
        waiver of a breach of this Agreement or the failure of any party hereto to
        exercise any right under this Agreement shall in no event constitute waiver
        as
        to any future breach whether similar or dissimilar in nature or as to the
        exercise of any further right under this Agreement.

      


      4.2         Amendment.  This
        Agreement may be amended or modified only by an instrument of equal formality
        signed by the parties or the duly authorized representatives of the respective
        parties.

      


      4.3         Assignment.  This
        Agreement is not assignable except by operation of law.

      


      4.4         Notices.  Until
        otherwise specified in writing, the mailing addresses of both parties of
        this
        Agreement shall be as follows:

      


      
        	
                Dragon:

                No.
                  201, Guangyuan Road, District C,

                Investment Pioneering
                  Park Jiangbei

                Ningbo,
                  China 315033

                Tel:
                  86-574-83070703

                Fax:
                  86-574-83070757)

              	
                Wellton:

                Suite
                  1503, Bldg C, New Century Plaza,

                48
                  Xing Yi Rd, Hong Qiao, Shanghai, China 200336

                PHONE:
                  86-21-6295-4411

                FAX:
                  86-21-6295-4001

              


      

      


      Any
        notice or statement given under this Agreement shall be deemed to have been
        given if sent by registered mail addressed to the other party at the address
        indicated above or at such other address that shall have been furnished in
        writing to the addressor.

      


      4.5           Governing
        Law.  This Agreement shall be construed, and the legal relations
        be the parties determined, in accordance with the laws of the State of Nevada,
        thereby precluding any choice of law rules which may direct the applicable
        of
        the laws of any other jurisdiction.

      


      4.8           Headings.  The
        headings in this Agreement are for reference purposes only and shall not
        in any
        way affect the meaning or interpretation of this Agreement.

      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      4.9           Severability
        of Provisions.  The invalidity or unenforceability of any term,
        phrase, clause, paragraph, restriction, covenant, agreement or other provision
        of this Agreement shall in no way affect the validity or enforcement of any
        other provision or any part thereof.

      


      4.10
        Counterparts.  This Agreement may be executed in any number of
        counterparts, each of which when so executed, shall constitute an original
        copy
        hereof, but all of which together shall consider but one and the same
        document.

      


      


      IN
        WITNESS WHEREOF, the parties have executed this Agreement on the date
        first above written.

       

      
        	
                Dragon
                  International Group Corp

                 

                By:
                  /s/ David Wu

                                Date

                Name:  David
                  Wu, CEO and Chairman

                 

              	
                Wellton
                  International Fiber Corp.

                 

                By:
                  /s/ Kung Ming Kuo

                                Date

                 

                Kung
                  Ming Kuo, General Manager

              
	
                 

                York
                  Smooth, Ltd.

                 

                By:
                  ____________________________________

                                Date

                 

                NAME