Unassociated Document


     

    Exhibit
      4.4

     

    WARRANT
      AGREEMENT

     

    This
      Warrant Agreement (this “Agreement”) made as of ____ __, 2007 between China
      Resources Ltd., a Delaware corporation, with offices at Shen Zhen China Jia
      Yue
      Trading Co., Ltd., Room 921, Block A, Golden Central Tower, Jintian Road, Futian
      District, Shenzhen, P.R. China. 
      (the “Company”),
      and American Stock
      Transfer & Trust Company, a
      New York corporation, with offices at 59 Maiden Lane, New York,
      New York 10038
(the
“Warrant
      Agent”).

     

    WHEREAS,
      the Company is engaged in a public offering (“Public Offering”) of Units
      (“Units”) and, in connection therewith, has determined to issue and deliver up
      to (i) 4,600,000 Warrants (“Public Warrants”) to investors in the Public
      Offering, each of such Public Warrants evidencing the right of the holder
      thereof to purchase one share of the Company’s common stock, par value $.0001
      per share (“Common Stock”), for $7.50, subject to adjustment as described herein
      and (ii) 280,000 warrants to Maxim Group LLC (“Maxim” or the “Representative”),
      as representative of the underwriters, or its designees (the “Representative’s
      Warrants”), with each of such Representative’s Warrants evidencing the right of
      the holder thereof to purchase one share of Common Stock for $7.50;
      and

     

    WHEREAS,
      the Company has filed with the Securities and Exchange Commission a Registration
      Statement, No. 333-145901 on Form S-1 (“Registration Statement”), for the
      registration, under the Securities Act of 1933, as amended (“Act”) of, among
      other securities, the Public Warrants and the Common Stock issuable upon
      exercise of the Public Warrants; and

     

    WHEREAS,
      the Company is issuing 2,600,000 warrants, in a private placement prior to
      the
      Public Offering, which Warrants (the “Private Warrants,” together with the
      Public Warrants and the Representative’s Warrants shall be referred to
      collectively as the “Warrants”) will be identical to the Public Warrants;
      and

     

    WHEREAS,
      the Company desires the Warrant Agent to act on behalf of the Company, and
      the
      Warrant Agent is willing to so act, in connection with the issuance,
      registration, transfer, exchange, redemption and exercise of the Warrants;
      and

     

    WHEREAS,
      the Company desires to provide for the form and provisions of the Warrants,
      the
      terms upon which they shall be issued and exercised, and the respective rights,
      limitation of rights, and immunities of the Company, the Warrant Agent, and
      the
      holders of the Warrants; and

     

    WHEREAS,
      all acts and things have been done and performed which are necessary to make
      the
      Warrants, when executed on behalf of the Company and countersigned by or on
      behalf of the Warrant Agent, as provided herein, the valid, binding and legal
      obligations of the Company, and to authorize the execution and delivery of
      this
      Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    NOW,
      THEREFORE, in consideration of the mutual agreements herein contained, the
      parties hereto agree as follows:

     

    1.  Appointment
      of Warrant Agent. The Company hereby appoints American Stock Transfer &
Trust Company, the Warrant Agent to act as agent for the Company for the
      Warrants, and the Warrant Agent hereby accepts such appointment and agrees
      to
      perform the same in accordance with the terms and conditions set forth in this
      Agreement.

     

    2.  Warrants.

     

    2.1  Form
      of Warrant. Each Warrant shall be issued in registered form only, and shall
      be in substantially the form of Exhibit A-1 hereto, the provisions of which
      are
      incorporated herein and shall be signed by, or bear the facsimile signature
      of,
      the Chairman of the Board or President and Treasurer, Secretary or Assistant
      Secretary of the Company and shall bear a facsimile of the Company’s seal. In
      the event the person whose facsimile signature has been placed upon any Warrant
      shall have ceased to serve in the capacity in which such person signed the
      Warrant before such Warrant is issued, it may be issued with the same effect
      as
      if he or she had not ceased to be such at the date of issuance.

     

    2.2  Effect
      of Countersignature. Unless and until countersigned by the Warrant Agent
      pursuant to this Agreement, a Warrant shall be invalid and of no effect and
      may
      not be exercised by the holder thereof.

     

    2.3  Registration.

     

    2.3.1  Warrant
      Register. The Warrant Agent shall maintain books (“Warrant Register”) for
      the registration of original issuance and the registration of transfer of the
      Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall
      issue and register the Warrants in the names of the respective holders thereof
      in such denominations and otherwise in accordance with instructions delivered
      to
      the Warrant Agent by the Company.

     

    2.3.2  Registered
      Holder. Prior to due presentment for registration or transfer of any
      Warrant, the Company and the Warrant Agent may deem and treat the person in
      whose name such Warrant shall be registered upon the Warrant Register
      (“registered holder”), as the absolute owner of such Warrant and of each Warrant
      represented thereby (notwithstanding any notation of ownership or other writing
      on the Warrant certificate made by anyone other than the Company or the Warrant
      Agent), for the purpose of any exercise thereof, and for all other purposes,
      and
      neither the Company nor the Warrant Agent shall be affected by any notice to
      the
      contrary.

     

    2.4           Trading   The
      Common Stock and Warrants comprising the Units represented by a Unit certificate
      will begin separate trading five (5) business days following the earlier to
      occur of the expiration of the underwriters’ over-allotment option in the Public
      Offering or its exercise in full, subject to the Company having filed a Current
      Report on Form 8-K, which includes an audited balance sheet reflecting the
      receipt by the Company of the gross proceeds of the Public Offering including
      the proceeds received by the Company from the exercise of the underwriters’
over-allotment option, if any, and having issued a press release announcing
      when
      such separate trading will begin. 

     

    
      
        
        

      

      
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    3.  Terms
      and Exercise of Warrants

     

    3.1  Warrant
      Price. Each Warrant shall, when countersigned by the Warrant Agent, entitle
      the registered holder thereof, subject to the provisions of such Warrant and
      of
      this Warrant Agreement, to purchase from the Company the number of shares of
      Common Stock stated therein, at the price of $7.50 per whole share, subject
      to
      the adjustments provided in Section 4 hereof and in the last sentence of this
      Section 3.1. The term “Warrant Price” as used in this Warrant Agreement refers
      to the price per share at which Common Stock may be purchased at the time a
      Warrant is exercised. The Company in its sole discretion may lower the Warrant
      Price at any time prior to the Expiration Date for a period of not less than
      ten
      business days; provided, that any such reduction shall be identical among all
      of
      the Warrants.

     

    3.2  Duration
      of Warrants.  A Warrant may be exercised only during the period
      commencing on the later of (i) the completion by the Company of a Business
      Combination (as defined below) and (ii) ___, 2008, (“Exercise Period”) and
      terminating at 5:00 p.m., New York City time on the earlier to occur of (i)
      ___,
      2011, or (ii) the date fixed for redemption of the Warrants as provided in
      Section 6 of this Agreement (as applicable, “Expiration Date”). Except with
      respect to the right to receive the Redemption Price (as set forth in Section
      6
      hereunder), each Warrant not exercised on or before the Expiration Date shall
      become void, and all rights thereunder and all rights in respect thereof,
      whether or not under this Agreement, shall cease at the close of business on
      the
      Expiration Date. The Company in its sole discretion may extend the duration
      of
      the Warrants by delaying the Expiration Date; provided, however, that the
      Company will provide notice to registered holders of the Warrants of such
      extension not less than 20 days prior to the applicable Expiration Date;
      provided, further, that any such extension shall be identical in duration among
      all of the Public and Private Warrants, as applicable.

     

    3.3  Exercise
      of Warrants.

     

    3.3.1  Payment.
      Subject to the provisions of the Warrant and this Warrant Agreement, a Warrant,
      when countersigned by the Warrant Agent, may be exercised by the registered
      holder thereof by surrendering it, at the office of the Warrant Agent, or at
      the
      office of its successor as Warrant Agent, in the Borough of Manhattan, City
      and
      State of New York, with the subscription form, as set forth in the Warrant,
      duly
      executed, and by paying in full, in lawful money of the United States, by good
      certified check or good bank draft payable to the order of the Company (or
      as
      otherwise agreed to by the Company), the Warrant Price for each full share
      of
      Common Stock as to which the Warrant is exercised and any and all applicable
      taxes due in connection with the exercise of the Warrant, the exchange of the
      Warrant for the Common Stock, and the issuance of the Common Stock.

     

    3.3.2  Issuance
      of Certificates. As soon as practicable after the exercise of any Warrant
      and the clearance of the funds in payment of the Warrant Price, the Company
      shall issue to the registered holder of such Warrant a certificate or
      certificates for the number of full shares of Common Stock to which he is
      entitled, registered in such name or names as may be directed by him, her or
      it,
      and if such Warrant shall not have been exercised in full, a new countersigned
      Warrant exercisable for the number of shares of Common Stock as to which such
      Warrant shall not have been exercised.  Notwithstanding the foregoing,
      the Company shall not be obligated to deliver any securities pursuant to the
      exercise of a Warrant and shall have no obligation to settle any Warrant
      exercise unless a registration statement under the Act with respect to the
      Common Stock underlying such Warrant is effective, subject to the Company
      satisfying its obligations under Section 7.4 to use its best
      efforts.  In the event a registration statement with respect to the
      Common Stock underlying a Warrant is not effective under the Act, the holder
      of
      such Warrant shall not be entitled to exercise such
      Warrant.  Notwithstanding anything to the contrary contained in this
      Warrant Agreement, under no circumstances will the Company be required to net
      cash settle the exercise of the Warrants.  Warrants may not be
      exercised by, or securities issued to, any registered holder in any state in
      which such exercise would be unlawful. As a result of the provisions of this
      Section 3.3.2, any or all of the Warrants may expire unexercised.

     

    
      
        
        

      

      
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    3.3.3  Valid
      Issuance. All shares of Common Stock issued upon the proper exercise of a
      Warrant in conformity with this Agreement shall be validly issued, fully paid
      and nonassessable.

     

    3.3.4  Date
      of Issuance. Each person in whose name any such certificate for shares of
      Common Stock is issued shall for all purposes be deemed to have become the
      holder of record of such shares on the date on which the Warrant was surrendered
      and payment of the Warrant Price was made, irrespective of the date of delivery
      of such certificate, except that, if the date of such surrender and payment
      is a
      date when the stock transfer books of the Company are closed, such person shall
      be deemed to have become the holder of such shares at the close of business
      on
      the next succeeding date on which the stock transfer books are
      open.

     

    3.3.5  Private
      Warrants.  The Private Warrants may not be transferred until the
      earlier of (i) the consummation of a Business Combination (as that term is
      defined in the  Registration Statement) or (ii) the Company’s
      dissolution and liquidation.

     

    4.  Adjustments.

     

    4.1  Stock
      Dividends Split Ups. If after the date hereof, and subject to the provisions
      of Section 4.6 below, the number of outstanding shares of Common Stock is
      increased by a stock dividend payable in shares of Common Stock, or by a
      split-up of shares of Common Stock, or other similar event, then, on the
      effective date of such stock dividend, split-up or similar event, the number
      of
      shares of Common Stock issuable on exercise of each Warrant shall be increased
      in proportion to such increase in outstanding shares of Common
      Stock.

     

    4.2  Aggregation
      of Shares.  If after the date hereof, and subject to the
      provisions of Section 4.6, the number of outstanding shares of Common Stock
      is
      decreased by a consolidation, combination, reverse stock split or
      reclassification of shares of Common Stock or other similar event, then, on
      the
      effective date of such consolidation, combination, reverse stock split,
      reclassification or similar event, the number of shares of Common Stock issuable
      on exercise of each Warrant shall be decreased in proportion to such decrease
      in
      outstanding shares of Common Stock.

     

    
      
        
        

      

      
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    4.3  Adjustments
      in Exercise Price.  Whenever the number of shares of Common Stock
      purchasable upon the exercise of the Warrants is adjusted, as provided in
      Section 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest
      cent) by multiplying such Warrant Price immediately prior to such adjustment
      by
      a fraction (x) the numerator of which shall be the number of shares of Common
      Stock purchasable upon the exercise of the Warrants immediately prior to such
      adjustment, and (y) the denominator of which shall be the number of shares
      of
      Common Stock so purchasable immediately thereafter.

     

    4.4  Replacement
      of Securities upon Reorganization, etc. In case of any reclassification or
      reorganization of the outstanding shares of Common Stock (other than a change
      covered by Section 4.1 or 4.2 hereof or that solely affects the par value of
      such shares of Common Stock), or in the case of any merger or consolidation
      of
      the Company with or into another corporation (other than a consolidation or
      merger in which the Company is the continuing corporation and that does not
      result in any reclassification or reorganization of the outstanding shares
      of
      Common Stock), or in the case of any sale or conveyance to another corporation
      or entity of the assets or other property of the Company as an entirety or
      substantially as an entirety in connection with which the Company is dissolved,
      the Warrant holders shall thereafter have the right to purchase and receive,
      upon the basis and upon the terms and conditions specified in the Warrants
      and
      in lieu of shares of Common Stock immediately theretofore purchasable and
      receivable upon the exercise of the rights represented thereby, the kind and
      amount of shares of stock or other securities or property (including cash)
      receivable upon such reclassification, reorganization, merger or consolidation,
      or upon a dissolution following any such sale or transfer, that the Warrant
      holder would have received if such Warrant holder had exercised his, her or
      its
      Warrant(s) immediately prior to such event; and if any reclassification also
      results in a change in shares of Common Stock covered by Section 4.1 or 4.2,
      then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this
      Section 4.4. The provisions of this Section 4.4 shall similarly apply to
      successive reclassifications, reorganizations, mergers or consolidations, sales
      or other transfers.

     

    4.5  Notices
      of Changes in Warrant. Upon every adjustment of the Warrant Price or the
      number of shares issuable upon exercise of a Warrant, the Company shall give
      written notice thereof to the Warrant Agent and the Representatives, which
      notice shall state the Warrant Price resulting from such adjustment and the
      increase or decrease, if any, in the number of shares purchasable at such price
      upon the exercise of a Warrant, setting forth in reasonable detail the method
      of
      calculation and the facts upon which such calculation is based. Upon the
      occurrence of any event specified in Section 4.1, 4.2, 4.3 or 4.4, then, in
      any
      such event, the Company shall give written notice to each Warrant holder, at
      the
      last address set forth for such holder in the warrant register, of the record
      date or the effective date of the event. Failure to give such notice, or any
      defect therein, shall not affect the legality or validity of such
      event.

     

    4.6  No
      Fractional Shares. Notwithstanding any provision contained in this Warrant
      Agreement to the contrary, the Company shall not issue fractional shares upon
      exercise of Warrants. If, by reason of any adjustment made pursuant to this
      Section 4, the holder of any Warrant would be entitled, upon the exercise of
      such Warrant, to receive a fractional interest in a share, the Company shall,
      upon such exercise, round up to the nearest whole number the number of the
      shares of Common Stock to be issued to the Warrant holder.

     

    
      
        
        

      

      
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    4.7  Form
      of Warrant.  The form of Warrant need not be changed because of
      any adjustment pursuant to this Section 4, and Warrants issued after such
      adjustment may state the same Warrant Price and the same number of shares as
      is
      stated in the Warrants initially issued pursuant to this Agreement. However,
      the
      Company may at any time in its sole discretion make any change in the form
      of
      Warrant the Company may deem appropriate and which does not affect the substance
      thereof, and any Warrant thereafter issued or countersigned, whether in exchange
      or substitution for an outstanding Warrant or otherwise, may be in the form
      as
      so changed.

     

    4.8  Notice
      of Certain Transactions. In the event the Company shall propose to (a) offer
      the holders of its Common Stock rights to subscribe for or to purchase any
      securities convertible into shares of Common Stock or shares of stock of any
      class or any other securities, rights or options, (b) issue any rights, options
      or warrants entitling the holders of Common Stock to subscribe for shares of
      Common Stock or (c) make a tender offer or exchange offer with respect to the
      Common Stock, the Company shall send to the Warrant holders a notice of such
      proposed action or offer. Such notice shall be mailed to the registered holders
      at their addresses as they appear in the Warrant Register, which shall specify
      the record date for the purposes of such dividend, distribution or rights,
      or
      the date such issuance or event is to take place and the date of participation
      therein by the holders of Common Stock, if any such date is to be fixed, and
      shall briefly indicate the effect of such action on the Common Stock and on
      the
      number and kind of any other shares of stock and on other property, if any,
      and
      the number of shares of Common Stock and other property, if any, issuable upon
      exercise of each Warrant and the Warrant Price after giving effect to any
      adjustment pursuant to this Article 4 which would be required as a result of
      such action. Such notice shall be given as promptly as practicable after the
      Board of Directors of the Company (the “Board”) has determined to take any such
      action and (x) in the case of any action covered by clause (a) or (b) above
      at
      least 10 days prior to the record date for determining the holders of the Common
      Stock for purposes of such action or (y) in the case of any other such action
      at
      least 20 days prior to the date of the taking of such proposed action or the
      date of participation therein by the holders of Common Stock, whichever shall
      be
      the earlier.

     

    4.9  Other
      Events. If any event occurs as to which the foregoing provisions of this
      Article 4 are not strictly applicable or, if strictly applicable, would not,
      in
      the good faith judgment of the Board, fairly and adequately protect the purchase
      rights of the registered holders of the Warrants in accordance with the
      essential intent and principles of such provisions, then the Board shall make
      such adjustments in the application of such provisions, in accordance with
      such
      essential intent and principles, as shall be reasonably necessary, in the good
      faith opinion of the Board, to protect such purchase rights as
      aforesaid.

     

    5.  Transfer
      and Exchange of Warrants.

     

    5.1  Registration
      of Transfer. The Warrant Agent shall register the transfer, from time to
      time, of any outstanding Warrant upon the Warrant Register, upon surrender
      of
      such Warrant for transfer, properly endorsed with signatures properly guaranteed
      and accompanied by appropriate instructions for transfer. Upon any such
      transfer, a new Warrant representing an equal aggregate number of Warrants
      shall
      be issued and the old Warrant shall be cancelled by the Warrant Agent. The
      Warrants so cancelled shall be delivered by the Warrant Agent to the Company
      from time to time upon request.

     

    
      
        
        

      

      
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    5.2  Procedure
      for Surrender of Warrants.  Warrants may be surrendered to the
      Warrant Agent, together with a written request for exchange or transfer, and
      thereupon the Warrant Agent shall issue in exchange therefor one or more new
      Warrants as requested by the registered holder of the Warrants so surrendered,
      representing an equal aggregate number of Warrants; provided, however, in the
      event a Warrant surrendered for transfer bears a restrictive legend, the Warrant
      Agent shall not cancel such Warrant and issue new Warrants in exchange therefor
      until the Warrant Agent has received an opinion of counsel for the Company
      stating such transfer may be made and indicating whether the new Warrants must
      also bear a restrictive legend.

     

    5.3  Fractional
      Warrants. The Warrant Agent shall not be required to effect any registration
      of transfer or exchange which will result in the issuance of a warrant
      certificate for a fraction of a warrant.

     

    5.4  Service
      Charges.  No service charge shall be made for any exchange or
      registration of transfer of Warrants.

     

    5.5  Warrant
      Execution and Countersignature.  The Warrant Agent is hereby
      authorized to countersign and to deliver, in accordance with the terms of this
      Agreement, the Warrants required to be issued pursuant to the provisions of
      this
      Section 5, and the Company, whenever required by the Warrant Agent, will supply
      the Warrant Agent with Warrants duly executed on behalf of the Company for
      such
      purpose.

     

    6.  Redemption.

     

    6.1  Redemption.
      Subject to Section 6.4 hereof, not less than all of the outstanding Warrants
      may
      be redeemed, at the option of the Company, at any time after they become
      exercisable and prior to their expiration, at the office of the Warrant Agent,
      upon the notice referred to in Section 6.2, at the price of $.01 per Warrant
      (“Redemption Price”), provided that the last sales price of the Common Stock has
      been at least $14.25 per share, on each of twenty (20) trading days within
      any
      thirty (30) trading day period ending on the third business day prior to the
      date on which notice of redemption is given and provided that the Warrants
      and
      shares of Common Stock underlying the Warrants are covered by a registration
      statement that is effective under the Act.  Because redemption is at
      the option of the Company and because such redemption is subject to conditions,
      any or all of the Warrants may expire unredeemed.  The provisions of
      this Section 6.1 may not be modified, amended or deleted without the prior
      written consent of the Representatives.

     

    6.2  Date
      Fixed for, and Notice of, Redemption. In the event the Company shall elect
      to redeem all of the Warrants, the Company shall fix a date for the redemption.
      Notice of redemption shall be mailed by first class mail, postage prepaid,
      by
      the Company not less than 30 days prior to the date fixed for redemption to
      the
      registered holders of the Warrants to be redeemed at their last addresses as
      they shall appear on the registration books. Any notice mailed in the manner
      herein provided shall be conclusively presumed to have been duly given whether
      or not the registered holder received such notice.

     

    
      
        
        

      

      
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    6.3  Exercise
      After Notice of Redemption. The Warrants may be exercised in accordance with
      Section 3 of this Agreement at any time after notice of redemption shall
      have been given by the Company pursuant to Section 6.2 hereof and prior to
      the
      time and date fixed for redemption. On and after the redemption date, the record
      holder of the Warrants shall have no further rights except to receive, upon
      surrender of the Warrants, the Redemption Price.

     

    6.4  Outstanding
      Warrants Only.  The Company understands that the redemption rights
      provided for by this Section 6 apply only to outstanding Warrants and only
      during the Exercise Period. To the extent a person holds rights to purchase
      Warrants, such purchase rights shall not be extinguished by redemption. However,
      once such purchase rights are exercised, the Company may redeem the Warrants
      issued upon such exercise provided that the criteria for redemption is met,
      including the opportunity of the Warrant holder to exercise prior to redemption
      pursuant to Section 6.3. The provisions of this Section 6.4 may not be modified,
      amended or deleted without the prior written consent of the
      Representatives.

     

    7.  Other
      Provisions Relating to Rights of Holders of Warrants.

     

    7.1  No
      Rights as Stockholder. A Warrant does not entitle the registered holder
      thereof to any of the rights of a stockholder of the Company, including, without
      limitation, the right to receive dividends, or other distributions, exercise
      any
      preemptive rights to vote or to consent or to receive notice as stockholders
      in
      respect of the meetings of stockholders or the election of directors of the
      Company or any other matter.

     

    7.2   Lost,
      Stolen, Mutilated, or Destroyed Warrants.  If any Warrant is lost,
      stolen, mutilated, or destroyed, the Company and the Warrant Agent may on such
      terms as to indemnity or otherwise as they may in their discretion impose (which
      shall, in the case of a mutilated Warrant, include the surrender thereof),
      issue
      a new Warrant of like denomination, tenor, and date as the Warrant so lost,
      stolen, mutilated, or destroyed. Any such new Warrant shall constitute a
      substitute contractual obligation of the Company, whether or not the allegedly
      lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable
      by anyone.

     

    7.3  Reservation
      of Common Stock.  The Company shall at all times reserve and keep
      available a number of its authorized but unissued shares of Common Stock that
      will be sufficient to permit the exercise in full of all outstanding Warrants
      issued pursuant to this Agreement.

     

    7.4  Registration
      of Common Stock.  The Company agrees that prior to the
      commencement of the Exercise Period, it shall use its best efforts to prepare
      and file with the Securities and Exchange Commission a post-effective amendment
      to the Registration Statement, or a new registration statement, for the
      registration, under the Act, of all shares of Common Stock issuable upon
      exercise of the Warrants, and it shall use its best efforts to take such action
      as is necessary to qualify for sale in those states in which the Warrants were
      initially offered by the Company and the Common Stock issuable upon exercise
      of
      the Warrants. In either case, the Company will use its best efforts to cause
      the
      same to become effective on or prior to the commencement of the Exercise Period
      and use its best efforts to maintain the effectiveness of such registration
      statement until the expiration of the Warrants in accordance with the provisions
      of this Agreement; provided, however, that the Company shall not be obligated
      to
      deliver securities and shall not have penalties for failure to deliver
      securities, if a registration statement is not effective at the time of exercise
      by the holder.  The provisions of this Section 7.4 may not be
      modified, amended or deleted without the prior written consent of the
      Representatives.  In addition, the Company agrees to use its best
      efforts to register such securities under the blue sky laws of the states of
      residence of the exercising warrant holders to the extent an exemption is not
      available.

     

    
      
        
        

      

      
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    8.  Concerning
      the Warrant Agent and Other Matters.

     

    8.1  Payment
      of Taxes. The Company will from time to time promptly pay all taxes and
      charges that may be imposed upon the Company or the Warrant Agent in respect
      of
      the issuance or delivery of shares of Common Stock upon the exercise of
      Warrants, but the Company shall not be obligated to pay any transfer taxes
      in
      respect of the Warrants or such shares.

     

    8.2  Resignation,
      Consolidation, or Merger of Warrant Agent.

     

    8.2.1  Appointment
      of Successor Warrant Agent.  The Warrant Agent, or any successor
      to it hereafter appointed, may resign its duties and be discharged from all
      further duties and liabilities hereunder after giving sixty (60) days’ notice in
      writing to the Company. If the office of the Warrant Agent becomes vacant by
      resignation or incapacity to act or otherwise, the Company shall appoint in
      writing a successor Warrant Agent in place of the Warrant Agent. If the Company
      shall fail to make such appointment within a period of 30 days after it has
      been
      notified in writing of such resignation or incapacity by the Warrant Agent
      or by
      the holder of the Warrant (who shall, with such notice, submit his Warrant
      for
      inspection by the Company), then the holder of any Warrant may apply to the
      Supreme Court of the State of New York for the County of New York for the
      appointment of a successor Warrant Agent at the Company’s cost. Any successor
      Warrant Agent, whether appointed by the Company or by such court, shall be
      a
      corporation organized and existing under the laws of the State of New York,
      in
      good standing and having its principal office in the Borough of Manhattan,
      City
      and State of New York, and authorized under such laws to exercise corporate
      trust powers and subject to supervision or examination by federal or state
      authority. After appointment, any successor Warrant Agent shall be vested with
      all the authority, powers, rights, immunities, duties, and obligations of its
      predecessor Warrant Agent with like effect as if originally named as Warrant
      Agent hereunder, without any further act or deed; but if for any reason it
      becomes necessary or appropriate, the predecessor Warrant Agent shall execute
      and deliver, at the expense of the Company, an instrument transferring to such
      successor Warrant Agent all the authority, powers, and rights of such
      predecessor Warrant Agent hereunder; and upon request of any successor Warrant
      Agent the Company shall make, execute, acknowledge, and deliver any and all
      instruments in writing for more fully and effectually vesting in and confirming
      to such successor Warrant Agent all such authority, powers, rights, immunities,
      duties, and obligations.

     

    8.2.2  Notice
      of Successor Warrant Agent. In the event a successor Warrant Agent shall be
      appointed, the Company shall give notice thereof to the Representatives and
      the
      predecessor Warrant Agent and the transfer agent for the Common Stock not later
      than the effective date of any such appointment.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    8.2.3  Merger
      or Consolidation of Warrant Agent. Any corporation into which the Warrant
      Agent may be merged or with which it may be consolidated or any corporation
      resulting from any merger or consolidation to which the Warrant Agent shall
      be a
      party shall be the successor Warrant Agent under this Agreement without any
      further act on the part of the Company or the Warrant Agent.

     

    8.3  Fees
      and Expenses of Warrant Agent.

     

    8.3.1  Remuneration.
      The Company agrees to pay the Warrant Agent reasonable remuneration for its
      services as such Warrant Agent hereunder and will reimburse the Warrant Agent
      upon demand for all expenditures that the Warrant Agent may reasonably incur
      in
      the execution of its duties hereunder.

     

    8.3.2  Further
      Assurances. The Company agrees to perform, execute, acknowledge, and deliver
      or cause to be performed, executed, acknowledged, and delivered all such further
      and other acts, instruments, and assurances as may reasonably be required by
      the
      Warrant Agent for the carrying out or performing of the provisions of this
      Agreement.

     

    8.4  Liability
      of Warrant Agent.

     

    8.4.1  Reliance
      on Company Statement. Whenever in the performance of its duties under this
      Warrant Agreement, the Warrant Agent shall deem it necessary or desirable that
      any fact or matter be proved or established by the Company prior to taking
      or
      suffering any action hereunder, such fact or matter (unless other evidence
      in
      respect thereof be herein specifically prescribed) may be deemed to be
      conclusively proved and established by a statement signed by the President
      or
      Chairman of the Board of the Company and delivered to the Warrant Agent. The
      Warrant Agent may rely upon such statement for any action taken or suffered
      in
      good faith by it pursuant to the provisions of this Agreement.

     

    8.4.2  Indemnity.
      The Warrant Agent shall be liable hereunder only for its own negligence, willful
      misconduct or bad faith. The Company agrees to indemnify the Warrant Agent
      and
      save it harmless against any and all liabilities, including judgments, costs
      and
      reasonable counsel fees, for anything done or omitted by the Warrant Agent
      in
      the execution of this Agreement except as a result of the Warrant Agent’s
      negligence, willful misconduct, or bad faith.

     

    8.4.3  Exclusions.
      The Warrant Agent shall have no responsibility with respect to the validity
      of
      this Agreement or with respect to the validity or execution of any Warrant
      (except its countersignature thereof); nor shall it be responsible for any
      breach by the Company of any covenant or condition contained in this Agreement
      or in any Warrant; nor shall it be responsible to make any adjustments required
      under the provisions of Section 4 hereof or responsible for the manner, method,
      or amount of any such adjustment or the ascertaining of the existence of facts
      that would require any such adjustment; nor shall it by any act hereunder be
      deemed to make any representation or warranty as to the authorization or
      reservation of any shares of Common Stock to be issued pursuant to this
      Agreement or any Warrant or as to whether any shares of Common Stock will when
      issued be valid and fully paid and nonassessable.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    8.5  Acceptance
      of Agency. The Warrant Agent hereby accepts the agency established by this
      Agreement and agrees to perform the same upon the terms and conditions herein
      set forth and among other things, shall account promptly to the Company with
      respect to Warrants exercised and concurrently account for, and pay to the
      Company, all moneys received by the Warrant Agent for the purchase of shares
      of
      Common Stock through the exercise of Warrants.

     

    9.  Miscellaneous
      Provisions.

     

    9.1  Successors.
      All the covenants and provisions of this Agreement by or for the benefit of
      the
      Company or the Warrant Agent shall bind and inure to the benefit of their
      respective successors and assigns.

     

    9.2  Notices.
      Any notice, statement or demand authorized by this Warrant Agreement to be
      given
      or made by the Warrant Agent or by the holder of any Warrant to or on the
      Company shall be sufficiently given when so delivered if by hand or overnight
      delivery or if sent by certified mail or private courier service within five
      days after deposit of such notice, postage prepaid, addressed (until another
      address is filed in writing by the Company with the Warrant Agent), as
      follows:

     

    China
      Resources Ltd.

    Shen
      Zhen
      China Jia Yue Trading Co., Ltd.

    Room
      921,
      Block A, Golden Central Tower, Jintian Road

    Futian
      District, Shenzhen, P.R. China

    Attn:  Fuzu
      Zeng, President and Chief Executive Officer

    


    Any
      notice, statement or demand authorized by this Agreement to be given or made
      by
      the holder of any Warrant or by the Company to or on the Warrant Agent shall
      be
      sufficiently given when so delivered if by hand or overnight delivery or if
      sent
      by certified mail or private courier service five days after deposit of such
      notice, postage prepaid, addressed (until another address is filed in writing
      by
      the Warrant Agent with the Company), as follows:

     

    American
      Stock Transfer & Trust Company

    59
      Maiden
      Lane

    New
      York,
      New York 10038

    Attn:
      Compliance Department

     

    with
      a
      copy in each case to:

    


    Eaton
&
Van
      Winkle

    Three
      Park Avenue, 16th floor

    New
      York,
      New York 10016

    Attn:
      Vincent McGill, Esq.

     

    and

     

    Ellenoff
      Grossman & Schole LLP

    370
      Lexington Avenue

    New
      York,
      New York 10017

    Attn:
      Douglas S. Ellenoff, Esq.

     

    and

     

    Maxim
      Group LLC

    405
      Lexington Avenue

    New
      York,
      New York 10174

    Attn:
      Clifford A. Teller, Managing Director

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    9.3  Applicable
      Law. The validity, interpretation, and performance of this Agreement and of
      the Warrants shall be governed in all respects by the laws of the State of
      New
      York, without giving effect to conflict of laws. The Company hereby agrees
      that
      any action, proceeding or claim against it arising out of or relating in any
      way
      to this Agreement shall be brought and enforced in the courts of the State
      of
      New York or the United States District Court for the Southern District of New
      York, and irrevocably submits to such jurisdiction, which jurisdiction shall
      be
      exclusive. The Company hereby waives any objection to such exclusive
      jurisdiction and that such courts represent an inconvenience forum. Any such
      process or summons to be served upon the Company may be served by transmitting
      a
      copy thereof by registered or certified mail, return receipt requested, postage
      prepaid, addressed to it at the address set forth in Section 9.2 hereof. Such
      mailing shall be deemed personal service and shall be legal and binding upon
      the
      Company in any action, proceeding or claim.

     

    9.4  Persons
      Having Rights under this Agreement.  Nothing in this Agreement
      expressed and nothing that may be implied from any of the provisions hereof
      is
      intended, or shall be construed, to confer upon, or give to, any person or
      corporation other than the parties hereto and the registered holders of the
      Warrants and, for the purposes of Sections 2.4, 3.3.5, 6.1, 6.4, 7.4, 9.2 and
      9.8 hereof, the Representatives, any right, remedy, or claim under or by reason
      of this Warrant Agreement or of any covenant, condition, stipulation, promise,
      or agreement hereof. The Representatives shall be deemed to be a third-party
      beneficiary of this Agreement with respect to Sections 2.4, 3.3.5 6.1, 6.4,
      7.4,
      9.2 and 9.8 hereof. All covenants, conditions, stipulations, promises, and
      agreements contained in this Warrant Agreement shall be for the sole and
      exclusive benefit of the parties hereto (and the Representatives with respect
      to
      the Sections 2.4, 3.3.5, 6.1, 6.4, 7.4, 9.2 and 9.8 hereof) and their successors
      and assigns and of the registered holders of the Warrants. This Section 9.4
      shall not be modified or amended without the prior written consent of the
      Representatives.

     

    9.5  Examination
      of the Warrant Agreement. A copy of this Agreement shall be available at all
      reasonable times at the office of the Warrant Agent in the Borough of Manhattan,
      City and State of New York, for inspection by the registered holder of any
      Warrant. The Warrant Agent may require any such holder to submit his Warrant
      for
      inspection by it.

     

    9.6  Counterparts.
      This Agreement may be executed in any number of original or facsimile
      counterparts and each of such counterparts shall for all purposes be deemed
      to
      be an original, and all such counterparts shall together constitute but one
      and
      the same instrument.

     

    9.7  Effect
      of Headings. The Section headings herein are for convenience only and are
      not part of this Warrant Agreement and shall not affect the interpretation
      thereof.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    9.8  Amendments.
      This Agreement may be amended by the parties hereto without the consent of
      any
      registered holder for the purpose of curing any ambiguity, or of curing,
      correcting or supplementing any defective provision contained herein or adding
      or changing any other provisions with respect to matters or questions arising
      under this Agreement as the parties may deem necessary or desirable and that
      the
      parties deem shall not adversely affect the interest of the registered holders.
      All other modifications or amendments, including any amendment to increase
      the
      Warrant Price or shorten the Exercise Period, shall require the written consent
      of each of the Representatives and the registered holders of a majority of
      the
      then outstanding Warrants. Notwithstanding the foregoing, the Company may lower
      the Warrant Price or extend the duration of the Exercise Period in accordance
      with Sections 3.1 and 3.2, respectively, without such consent.

     

    9.9  Severability.
      This Agreement shall be deemed severable, and the invalidity or unenforceability
      of any term or provision hereof shall not affect the validity or enforceability
      of this Agreement or of any other term or provision hereof. Furthermore, in
      lieu
      of any such invalid or unenforceable term or provision, the parties hereto
      intend that there shall be added as a part of this Agreement a provision as
      similar in terms to such invalid or unenforceable provision as may be possible
      and be valid and enforceable.

     

    (Remainder
      of the document intentionally left blank. Signature page to
      follow)

     

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto
      as
      of the day and year first above written.

     

    
      	 	 	 	 	 	 	 	 	 
	
              Attest:

            	
                

            	 	
                

            	 	
               

            	
              CHINA
                RESOURCES LTD.

            
	 	 	 	 
	
               

            	
            	 	
               

            	
              By:

            	
               

            	
              
                 

              

            
	 	
                

            	 	
                

            	 	
               

            	
              Name:

              Title:

            	
               

            	
              Fuzu
                Zeng

              President
                and Chief Executive Officer

            
	 	 	 	 
	
              Attest:

            	
                

            	 	
                

            	 	
               

            	
              AMERICAN
                STOCK TRANSFER & TRUST COMPANY

            
	 	 	 	 
	
              
                 

              

            	
               

            	 	
            	
              By:

            	
            	
              
                 

              

            
	 	 	 	 	
              Name:

              Title:

            	 	
              ______________

              ______________

            


    

     

    
      14