EXHIBIT 10.11
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT"), AND ARE PROPOSED TO BE ISSUED IN RELIANCE UPON
AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED
BY REGULATION S PROMULGATED UNDER THE SECURITIES ACT. UPON ANY SALE, SUCH
SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED
EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN
EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. HEDGING TRANSACTIONS
INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE
SECURITIES ACT.
SECURITIES PURCHASE AGREEMENT
FOR NON-US PERSONS
SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of December 28, 2010,
by and among Shiner International, Inc., a Nevada corporation, with headquarters
located at 19/F, Didu Building, Pearl River Plaza, No. 2 North Longkun Road,
Haikou, Hainan Province, China 570125 (the "Company"), and the investors listed
on the Schedule of Investors attached hereto (individually, a "Investor" and
collectively, the "Investors").
WHEREAS, subject to the terms and conditions set forth in this Agreement and
pursuant to Section 4(2) of the Securities Act of 1933, as amended (the
"Securities Act") and Rule 903 of Regulation S promulgated thereunder, the
Company desires to offer, issue and sell to the Investors, and the Investors,
severally and not jointly, desire to purchase from the Company, up to 3,333,333
units (the "Units"), with each Unit consisting of one share of common stock, par
value $0.001 per share (the "Common Stock"), of the Company (the "Shares") and a
warrant to purchase twenty percent (20%) of one (1) share of Common Stock at an
exercise price of $1.70 per share (the "Warrants"), at a purchase price of $1.20
per Unit (the "Offering Price") for an aggregate offering of a minimum of
$3,000,000 and up to a maximum of $4,000,000 (the "Offering").
The Units,
Shares, Warrants and shares of common stock issuable upon exercise of the
Warrants (the "Warrant Shares") are collectively referred to herein as the
"Securities."
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained in this Agreement, and for other good and valuable consideration the
receipt and adequacy of which is hereby acknowledged, the Company and each of
the Investors agree as follows:
1.
PURCHASE AND SALE OF UNITS.
(a)
Purchase of Units.
(i)
Subject to the satisfaction (or waiver) of the conditions set
forth in Sections 6 and 7 below, the Company shall issue and sell to each
Investor, and each Investor severally, but not jointly, agrees to purchase from
the Company on the Closing Date (as defined below), the number of Units set
forth opposite such Investor's name on the Schedule of Investors (the
"Closing").
1
(ii)
Closing. The date and time of the Closing (the "Closing Date")
shall be the first business day following notification of satisfaction (or
waiver) of the conditions to the Closing set forth in Sections 6 and 7 below at
the