Attached files
| file | filename |
|---|---|
| EX-5.1 - SRKP 22 Inc | v205306_ex5-1.htm |
| EX-23.4 - SRKP 22 Inc | v205306_ex23-4.htm |
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As
Filed with the Securities and Exchange Commission on December 13,
2010
|
Registration
No. 333-170943
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Amendment
No. 1 to
FORM
S-1/A
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
China
Intelligent Lighting and Electronics, Inc.
(Name
of Registrant As Specified in its Charter)
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Delaware
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3640
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26-1357819
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(State
or Other Jurisdiction of
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(Primary
Standard Industrial
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(I.R.S.
Employer Identification No.)
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Incorporation
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Classification
Code Number)
|
|
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or
Organization)
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No.
29 & 31, Huanzhen Road
Shuikou Town, Huizhou, Guangdong, China
516005
86-752-2323888
(Address
and Telephone Number of Principal Executive Offices)
Corporation
Service Company
2711
Centerville Road
Suite
400
Wilmington,
DE 19808
800-222-2122
(Name,
Address and Telephone Number of Agent for Service)
Copies
to
Thomas
J. Poletti, Esq.
Anh
Q. Tran, Esq.
K&L
Gates LLP
10100
Santa Monica Blvd., 7th Floor
Los
Angeles, CA 90067
Telephone:
(310) 552-5000
Facsimile:
(310) 552-5001
Approximate Date of Proposed Sale to
the Public: From time to time after the effective date of this
Registration Statement
If any of
the securities being registered on this form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, check
the following box.þ
If this
form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. ¨
If this
form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. ¨
If this
form is a post-effective amendment filed pursuant to Rule 462(d) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement the same
offering. ¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large
accelerated filer ¨
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Accelerated
filer ¨
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Non-accelerated
filer þ
(Do
not check if a smaller reporting
company)
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Smaller
reporting company ¨
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CALCULATION
OF REGISTRATION FEE
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Proposed
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Proposed
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|||||||||||||||
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Maximum
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Maximum
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Amount of
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||||||||||||||
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Title of Each Class of
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Amount To Be
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Offering Price
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Aggregate
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Registration
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||||||||||||
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Securities To Be Registered
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Registered (1)
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Per Share
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Offering Price (3)
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Fee
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||||||||||||
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Common
Stock, $0.0001 par value per share
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1,858,323 | (2) | $ | 2.77 | (3) | $ | 5,147,555 | $ | 367.02 | |||||||
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Total
Registration Fee
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$ | 367.02 | (4) | |||||||||||||
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(1)
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In
accordance with Rule 416(a), the Registrant is also registering hereunder
an indeterminate number of additional shares of Common Stock that shall be
issuable pursuant to Rule 416 to prevent dilution resulting from stock
splits, stock dividends or similar
transactions.
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(2)
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Represents
shares of the Registrant’s common stock being registered for resale that
have been issued to the selling stockholders named in the prospectus or
prospectus supplement.
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(3)
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Estimated
pursuant to Rule 457(c) of the Securities Act of 1933, as amended, solely
for the purpose of computing the amount of the registration fee based on
the average of the high and low sales prices reported on the NYSE Amex on
November 30, 2010.
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(4)
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Previously
paid.
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The
Registrant amends this registration statement on such date or dates as may be
necessary to delay its effective date until the Registrant shall file a further
amendment which specifically states that this registration statement shall
hereafter become effective in accordance with Section 8(a) of the Securities Act
of 1933, or until the registration statement shall become effective on such date
as the Commission, acting pursuant to Section 8(a), may determine.
EXPLANATORY
NOTE
This
Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-170943)
is solely to file Exhibits 5.1, 23.3, and 23.4. Accordingly, a preliminary
prospectus has been omitted.
PART
II
INFORMATION
NOT REQUIRED IN THE PROSPECTUS
Item
13. Other Expenses of Issuance and Distribution
The
following table sets forth the costs and expenses, other than underwriting
discounts and commissions, if any, payable by the Registrant relating to the
sale of common stock being registered.
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Securities
and Exchange Commission registration fee(1)
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$ | 367 | ||
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Transfer
Agent Fees(1)
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500 | |||
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Accounting
fees and expenses(1)
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10,000 | |||
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Legal
fees and expenses(1)
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20,000 | |||
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Miscellaneous(1)
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1,133 | |||
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Total
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$ | 32,000 |
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(1)
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All
amounts are estimates other than the Commission’s registration
fee.
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Item
14. Indemnification of directors and officers
Under
Section 145 of the General Corporation Law of the State of Delaware, we can
indemnify our directors and officers against liabilities they may incur in such
capacities, including liabilities under the Securities Act of 1933, as amended
(the “Securities Act”). Our certificate of incorporation provides that, pursuant
to Delaware law, our directors shall not be liable for monetary damages for
breach of the directors’ fiduciary duty of care to us and our stockholders. This
provision in the certificate of incorporation does not eliminate the duty of
care, and in appropriate circumstances equitable remedies such as injunctive or
other forms of non-monetary relief will remain available under Delaware law. In
addition, each director will continue to be subject to liability for breach of
the director’s duty of loyalty to us or our stockholders, for acts or omissions
not in good faith or involving intentional misconduct or knowing violations of
the law, for actions leading to improper personal benefit to the director, and
for payment of dividends or approval of stock repurchases or redemptions that
are unlawful under Delaware law. The provision also does not affect a director’s
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws.
Our
bylaws provide for the indemnification of our directors to the fullest extent
permitted by the Delaware General Corporation Law. Our bylaws further provide
that our Board of Directors has discretion to indemnify our officers and other
employees. We are required to advance, prior to the final disposition of any
proceeding, promptly on request, all expenses incurred by any director or
executive officer in connection with that proceeding on receipt of an
undertaking by or on behalf of that director or executive officer to repay those
amounts if it should be determined ultimately that he or she is not entitled to
be indemnified under the bylaws or otherwise. We are not, however, required to
advance any expenses in connection with any proceeding if a determination is
reasonably and promptly made by our Board of Directors by a majority vote of a
quorum of disinterested Board members that (i) the party seeking an advance
acted in bad faith or deliberately breached his or her duty to us or our
stockholders and (ii) as a result of such actions by the party seeking an
advance, it is more likely than not that it will ultimately be determined that
such party is not entitled to indemnification pursuant to the applicable
sections of our bylaws.
We have
been advised that in the opinion of the Securities and Exchange Commission,
insofar as indemnification for liabilities arising under the Securities Act may
be permitted to our directors, officers and controlling persons pursuant to the
foregoing provisions, or otherwise, such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable. In the
event a claim for indemnification against such liabilities (other than our
payment of expenses incurred or paid by our director, officer or controlling
person in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered, we will, unless in the opinion of our counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by us is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
We may
enter into indemnification agreements with each of our directors and officers
that are, in some cases, broader than the specific indemnification provisions
permitted by Delaware law, and that may provide additional procedural
protection. As of the date of the Share Exchange, we have not entered into any
indemnification agreements with our directors or officers, but may choose to do
so in the future. Such indemnification agreements may require us, among other
things, to:
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·
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indemnify
officers and directors against certain liabilities that may arise because
of their status as officers or
directors;
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·
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advance
expenses, as incurred, to officers and directors in connection with a
legal proceeding, subject to limited exceptions;
or
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II-1
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·
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obtain
directors’ and officers’ insurance.
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At
present, there is no pending litigation or proceeding involving any of our
directors, officers or employees in which indemnification is sought, nor are we
aware of any threatened litigation that may result in claims for
indemnification.
Item
15. Recent sales of unregistered securities
On June 17, 2010, we issued options to
purchase 25,000 shares of common stock to an executive officer of our
company. The issuance of the options were for compensatory purposes
and were exempt from registration under Section 4(2) of the Securities Act and
Regulation D promulgated thereunder.
On
January 15, 2010, pursuant to the terms of the Exchange Agreement, as amended,
entered into by and between SRKP 22, China Intelligent BVI and the sole
shareholder of China Intelligent BVI, SRKP 22 issued 7,097,748 shares of common
stock to the shareholder and her designees in exchange for all of the issued and
outstanding securities of China Intelligent BVI. All of the
securities were offered and issued in reliance upon an exemption from
registration pursuant to Regulation S of the Securities Act of 1933, as amended
(“Securities Act”). We complied with the conditions of Rule 903 as
promulgated under the Securities Act including, but not limited to, the
following: (i) each recipient of the shares is a non-U.S. resident and has not
offered or sold their shares in accordance with the provisions of Regulation S;
(ii) an appropriate legend was affixed to the securities issued in accordance
with Regulation S; (iii) each recipient of the shares has represented that it
was not acquiring the securities for the account or benefit of a U.S. person;
and (iv) each recipient of the shares agreed to resell the securities only in
accordance with the provisions of Regulation S, pursuant to a registration
statement under the Securities Act, or pursuant to an available exemption from
registration. We will refuse to register any transfer of the shares
not made in accordance with Regulation S, after registration, or under an
exemption.
On
January 15, 2010, we received gross proceeds of approximately $3.5 million in
the closing of a private placement transaction (the “Private
Placement”). Pursuant to subscription agreements entered into with
the investors, we sold an aggregate of 1,377,955 shares of Common Stock at $2.54
per share. We agreed to pay WestPark Capital, Inc., the placement
agent for the Private Placement, a commission equal to 8% of the gross proceeds
from the financing, in addition to a $140,000 success fee for the Share
Exchange, and an $80,000 due diligence fee. The securities were
offered and sold to investors in reliance upon exemptions from registration
pursuant to Section 4(2) under the Securities Act and Rule 506 promulgated
thereunder. Each of the persons and/or entities receiving our securities
qualified as an accredited investor (as defined by Rule 501 under the Securities
Act).
On
October 11, 2007, we offered and sold an aggregate of 3,548,196 shares of our
common stock for aggregate proceeds equal to $5,000.12, pursuant to the terms
and conditions set forth in those certain common stock purchase agreements (each
a “Common Stock Purchase Agreement”), and warrants (the “Warrants”) to purchase
an aggregate of 3,548,196 shares of our common stock for aggregate proceeds
equal to $2,500.05, pursuant to the terms and conditions set forth in those
certain warrant purchase agreement (each a “Warrant Purchase Agreement”). The
Warrants have an exercise price equal to $0.0002. The Warrants are immediately
exercisable and terminate on the earlier of October 11, 2017 or five years from
the date we consummate a merger or other business combination with an operating
business or any other event pursuant to which we cease to be a “shell company”
and a “blank check company.” This occurred upon the close of the Share Exchange
that closed on January 15, 2010. On August 13, 2010, we issued
440,322 shares of common stock upon the warrant holders’ cashless exercise of
the Warrants to purchase 440,358 shares of common stock at a per share exercise
price of $0.002. We sold these shares of Common Stock and
Warrants under the exemption from registration provided by Section 4(2) of the
Securities Act and Regulation D promulgated thereunder.
Item
16. Exhibits
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Exhibit No.
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Exhibit Description
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2.1
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Share
Exchange Agreement, dated as of October 20, 2009, by and among the
Registrant, China Intelligent Electronic Holding Limited, and Li Xuemei
(incorporated by reference from Exhibit 2.1 to the Current Report on Form
8-K filed with the Securities and Exchange Commission on January 19,
2010).
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2.1(a)
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Amendment
No. 1 dated November 25, 2009 to the Share Exchange Agreement entered into
by and between the Registrant, China Intelligent Electronic Holding
Limited, and Li Xuemei (incorporated by reference from Exhibit 2.1(a) to
the Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 19, 2010).
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II-2
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Exhibit No.
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Exhibit Description
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2.1(b)
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Amendment
No. 2 dated January 15, 2010 to the Share Exchange Agreement entered into
by and between the Registrant, China Intelligent Electronic Holding
Limited, and Li Xuemei (incorporated by reference from Exhibit 2.1(b) to
the Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 19, 2010).
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3.1
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Certificate
of Incorporation (incorporated by reference from Exhibit 3.1 to the
Registration Statement on Form 10-SB (File No. 000-53018) filed with the
Securities and Exchange Commission on January 16,
2008).
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3.2
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Bylaws
(incorporated by reference from Exhibit 3.2 to the Registration Statement
on Form 10-SB (File No. 000-53018) filed with the Securities and Exchange
Commission on January 16, 2008).
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3.3
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Articles
of Merger effecting name change filed with the Office of Secretary of
State of Delaware on January 15, 2010 (incorporated by reference from
Exhibit 3.3 to the Current Report on Form 8-K filed with the Securities
and Exchange Commission on January 19, 2010).
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3.4
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Certificate
of Amendment to the Certificate of Incorporation (incorporated by
reference from Exhibit 3.1 to the Current Report on Form 8-K filed with
the Securities and Exchange Commission on May 17,
2010).
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4.1
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Form
of Warrant dated October 11, 2007 (incorporated by reference from Exhibit
4.1 to the Registration Statement on Form 10-SB (File No. 000-53018) filed
with the Securities and Exchange Commission on January 16,
2008).
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5.1
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Opinion
of K&L Gates LLP.
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10.1
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Registration
Rights Agreement dated January 15, 2010 entered into by and between the
Registrant and Stockholders (incorporated by reference from Exhibit 10.1
to the Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 19, 2010).
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10.2
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Share
and Warrant Cancellation Agreement dated January 15, 2010 entered into by
and between the Registrant and Stockholders (incorporated by reference
from Exhibit 10.2 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on January 19,
2010).
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10.3
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Form
of 2009 Employment Agreement dated January 2009 entered into with Dong Bin
and Wu Shiliang (translated to English) (incorporated by reference from
Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities
and Exchange Commission on January 19, 2010).
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10.4
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Employment
Agreement for CFO Position dated November 23, 2009 entered into by and
between China Intelligent Electronic Holding Limited and Xialong Zhou
(incorporated by reference from Exhibit 10.4 to the Current Report on Form
8-K filed with the Securities and Exchange Commission on January 19,
2010).
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10.4(a)
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Mutual
Termination Agreement for CFO Position dated December 31, 2009
entered into by and between China Intelligent Electronic Holding Limited
and Xialong Zhou (incorporated by reference from Exhibit 10.4(a) to the
Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 19, 2010).
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10.5
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Factory
Premises Lease Rental Agreement entered by and between NIVS (HZ) Audio and
Video Tech. Co., Ltd. and Hyundai Light & Electric (HZ) Co., Ltd. with
effect through July 1, 2010 (incorporated by reference from Exhibit 10.5
to the Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 19, 2010).
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10.5(a)
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Renewal
Agreement dated June 9, 2010 for Factory Premises Lease Rental Agreement
entered by and between NIVS (HZ) Audio and Video Tech. Co., Ltd. and
Hyundai Light & Electric (HZ) Co., Ltd. with effect through June 2013
(incorporated by reference from Exhibit 10.5(a) to the Registration
Statement on Form S-1 (File No. 333-164925) filed with the Securities and
Exchange Commission on June 14, 2010).
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10.6
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Floors
Lease Agreement dated March 30, 2007 entered into by and between ShunKang
Department Store and Hyundai Light & Electric (HZ) Co., Ltd.
(incorporated by reference from Exhibit 10.6 to the Current Report on Form
8-K filed with the Securities and Exchange Commission on January 19,
2010).
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II-3
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Exhibit No.
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Exhibit Description
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10.6(a)
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Floor
Lease Renewal Agreement dated April 8, 2009 for the Floors Lease Agreement
dated March 30, 2007 entered into by and between ShunKang Department Store
and Hyundai Light & Electric (HZ) Co., Ltd. (incorporated by reference
from Exhibit 10.6(a) to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on January 19,
2010).
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10.7
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Trademark
License Agreement dated July 31, 2005 entered into by and between Hyundai
Corporation and Hyundai Light and Electric (Huizhou) Co., Ltd.
(incorporated by reference from Exhibit 10.7 to the Current Report on Form
8-K filed with the Securities and Exchange Commission on January 19,
2010).
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10.7(a)
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Trademark
License Agreement dated September 10, 2008 entered into by and between
Hyundai Corporation and Hyundai Light and Electric (Huizhou) Co., Ltd.
(incorporated by reference from Exhibit 10.7(a) to the Current Report on
Form 8-K filed with the Securities and Exchange Commission on January 19,
2010).
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10.7(b)**
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Trademark
License Agreement dated July 12, 2010 entered into by and between Hyundai
Corporation and Hyundai Light and Electric (Huizhou) Co., Ltd.
(incorporated by reference from Exhibit 10.1 to the Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on August 12,
2010).
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10.8
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Debt
Repayment and Set-Off Agreement dated November 28, 2008, by and between
Korea Hyundai Light & Electric (Int’l) Holding and Hyundai Light &
Electric (HZ) Co., Ltd. and Tianfu Li, NIVS IntelliMedia Technology Group,
Inc., Niveous Holding Company Limited, NIVS (HZ) Audio & Video Tech
Company Limited, NIVS International (H.K.) Limited, NIVS (HZ) Audio &
Video Tech Company Limited Shenzhen Branch, NIVS Investment (SZ) Co.,
Ltd., Zhongkena Technology Development, Xentsan Technology (SZ) Co., Ltd.
(incorporated by reference from Exhibit 10.8 to the Current Report on Form
8-K filed with the Securities and Exchange Commission on January 19,
2010).
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10.8(a)
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Amendment
No. 1 to the Debt Repayment and Set-Off Agreement dated December 22, 2008,
by and between by and between Korea Hyundai Light & Electric (Int’l)
Holding and Hyundai Light & Electric (HZ) Co., Ltd. and Tianfu Li,
NIVS IntelliMedia Technology Group, Inc., Niveous Holding Company Limited,
NIVS (HZ) Audio & Video Tech Company Limited, NIVS International
(H.K.) Limited, NIVS (HZ) Audio & Video Tech Company Limited Shenzhen
Branch, NIVS Investment (SZ) Co., Ltd., Zhongkena Technology Development,
Xentsan Technology (SZ) Co., Ltd. (incorporated by reference from Exhibit
10.8(a) to the Current Report on Form 8-K filed with the Securities and
Exchange Commission on January 19, 2010).
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10.9
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Indemnification
Agreement dated January 15, 2010 entered into by and between Li Xuemei,
China Intelligent Electronic Holding Limited, Hyundai Light and Electric
(Huizhou) Co., Ltd. (incorporated by reference from Exhibit 10.9 to the
Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 19, 2010).
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10.10
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Security
Agreement dated January 15, 2010 entered into by and between Li Xuemei,
China Intelligent Electronic Holding Limited, Hyundai Light and Electric
(Huizhou) Co., Ltd. (incorporated by reference from Exhibit 10.10 to the
Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 19, 2010).
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10.11
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Employment
Agreement dated December 28, 2009 entered into by and between the China
Intelligent Electric Holding Limited and Chi-wai (Gabriel) Tse (English
Translation) (incorporated by reference from Exhibit 10.11 to the Current
Report on Form 8-K filed with the Securities and Exchange Commission on
January 19, 2010).
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10.12
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Waiver
and Debt Forgiveness Agreement for China Intelligent Electric Holding
Limited dated October 1, 2008 executed by Tianfu Li (English Translation)
(incorporated by reference from Exhibit 10.12 to the Current Report on
Form 8-K filed with the Securities and Exchange Commission on January 19,
2010).
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10.13
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Waiver
and Debt Forgiveness Agreement for Korea Hyundai Light & Electric
(International) Holding Limited dated December 26, 2008 executed by Tianfu
Li (English Translation) (incorporated by reference from Exhibit 10.13 to
the Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 19, 2010).
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10.14
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Form
of Subscription Agreement dated January 15, 2010 between investors and the
Registrant (incorporated by reference from Exhibit 10.14 to the
Registration Statement on Form S-1 (File No. 333-164925) filed with the
Securities and Exchange Commission on March 30,
2010).
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II-4
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Exhibit No.
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Exhibit Description
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10.15
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Employment
Agreement dated May 5, 2010 by and between the Registrant and Kui (Kevin)
Jiang (incorporated by reference from Exhibit 10.1 to the Current Report
on Form 8-K filed with the Securities and Exchange Commission on May 5,
2010).
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10.16
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Form
of Lock Up Agreement executed by SRKP 22, Inc. Shareholders as indicated
in Appendix A of this Exhibit (incorporated by reference from Exhibit
10.16 to the Registration Statement on Form S-1 (File No. 333-164925)
filed with the Securities and Exchange Commission on May 6,
2010).
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10.17
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Lock
Up Agreement dated June 4, 2010 between WestPark Capital Financial
Services, LLC and the Registrant (incorporated by reference from Exhibit
10.17 to the Registration Statement on Form S-1 (File No. 333-164925)
filed with the Securities and Exchange Commission on June 7,
2010).
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10.18
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Warrant
Cancellation Agreement dated June 14, 2010 entered into by and between the
Registrant and WestPark Capital Financial Services, LLC (incorporated by
reference from Exhibit 10.18 to the Registration Statement on Form S-1
(File No. 333-164925) filed with the Securities and Exchange Commission on
June 14, 2010).
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10.19
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Lease
Agreement dated April 5, 2010 entered into by and between Hu Guilan and
the Registrant (incorporated by reference from Exhibit 10.19 to the
Registration Statement on Form S-1 (File No. 333-164925) filed with the
Securities and Exchange Commission on June 14, 2010).
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21.1
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List
of Subsidiaries (incorporated by reference from Exhibit 21.1 to the
Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 19, 2010).
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23.1*
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Consent
of MaloneBailey, LLP.
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23.2*
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Consent
of Kempisty & Company Certified Public Accountants
PC.
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23.3
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Consent
of K&L Gates LLP (contained in Exhibit 5.1).
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23.4
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Consent
of Han Kun Law Offices.
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24.1*
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Power
of Attorney (included on signature
page).
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______
* Previously
filed.
.
** Confidential portions of
this exhibit have been redacted and filed separately with the Securities and
Exchange Commission pursuant to a confidential treatment request in accordance
with Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
Item
17. Undertakings
The
undersigned registrant hereby undertakes with respect to the securities being
offered and sold in this offering:
The
undersigned Registrant hereby undertakes that to file, during any period in
which offers or sales are being made, a post-effective amendment to this
registration statement:
i. To
include any prospectus required by Section 10(a)(3) of the Securities Act of
1933;
ii. To
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate offering price set forth
in the “Calculation of Registration Fee” table in the effective registration
statement;
iii. To
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change in
such information in registration statement.
II-5
That, for
the purpose of determining any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
To remove
from registration by means of post-effective amendment any of the securities
being registered which remain unsold at the termination of the
offering.
For
determining liability of the undersigned registrant under
the Securities Act to any purchaser in the initial distribution of the
securities, the undersigned registrant
undertakes that in a primary offering of securities of the undersigned registrant pursuant
to this registration statement, regardless of the underwriting method used to
sell the securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, the undersigned
registrant
will be a seller to the purchaser and will be considered to offer or sell such
securities to the purchaser:
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i.
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in
any preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule
424;
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ii.
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any free writing prospectus relating to the offering prepared by or on
behalf of the undersigned registrant or used or referred to by the
undersigned registrant;
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iii.
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the portion of any other free writing prospectus relating to the offering
containing material information about the undersigned registrant or its
securities provided by or on behalf of the undersigned registrant;
and
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iv.
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any other communication that is an offer in the offering made by the
undersigned registrant to the
purchaser.
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Insofar
as indemnification for liabilities arising under the Securities Act of 1933 (the
“Act”) may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.
In the
event that a claim for indemnification against such liabilities, other than the
payment by the registrant of expenses incurred and paid by a director, officer
or controlling person of the registrant in the successful defense of any action,
suit or proceeding, is asserted by such director, officer or controlling person
in connection with the securities being registered hereby, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
For the
purpose of determining liability under the Securities Act to any purchaser, the
undersigned registrant undertakes that each prospectus filed pursuant to Rule
424(b) as part of a registration statement relating to an offering, other than
registration statements relying on Rule 430B or other than prospectuses filed in
reliance on Rule 430A, shall be deemed to be part of and included in the
registration statement as of the date it is first used after effectiveness.
Provided, however, that no statement made in a registration statement or
prospectus that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will, as to a purchaser
with a time of contract of sale prior to such first use, supersede or modify any
statement that was made in the registration statement or prospectus that was
part of the registration statement or made in any such document immediately
prior to such date of first use.
II-6
SIGNATURES
Pursuant to the requirements of the
Securities Act, the Registrant has duly caused this Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Huizhou, People’s Republic of China, on the 13th
day of December, 2010.
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China
Intelligent Lighting and Electronics, Inc.
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||
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By:
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/s/ Li Xuemei
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Name:
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Li
Xuemei
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Title:
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Chief
Executive Officer
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|
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:
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SIGNATURE
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TITLE
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DATE
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||
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Chief
Executive Office, President, and
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||||
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/s/ Li Xuemei
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Chairman
of the Board (Principal Executive Officer)
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December
13, 2010
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||
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Li
Xuemei
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||||
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Chief
Financial Officer and Corporate Secretary
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||||
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(Principal
Financial and Accounting
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||||
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/s/ Kui (Kevin)
Jiang
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Officer)
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December
13, 2010
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||
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Kui
(Kevin) Jiang
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||||
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Executive
Vice President, Sales and Marketing
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||||
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*
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and
Director
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December
13, 2010
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||
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Wu
Shiliang
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||||
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*
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Director
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December
13, 2010
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||
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Michael
Askew
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||||
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*
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Director
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December
13, 2010
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||
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Su
Yang
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||||
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*
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Director
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December
13, 2010
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||
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Zhang
Hongfeng
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* By: /s/ Li
Xuemei
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Li
Xuemei, as Attorney in
Fact
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II-7
EXHIBIT
INDEX
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Exhibit No.
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Exhibit Description
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2.1
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Share
Exchange Agreement, dated as of October 20, 2009, by and among the
Registrant, China Intelligent Electronic Holding Limited, and Li Xuemei
(incorporated by reference from Exhibit 2.1 to the Current Report on Form
8-K filed with the Securities and Exchange Commission on January 19,
2010).
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|
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2.1(a)
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Amendment
No. 1 dated November 25, 2009 to the Share Exchange Agreement entered into
by and between the Registrant, China Intelligent Electronic Holding
Limited, and Li Xuemei (incorporated by reference from Exhibit 2.1(a) to
the Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 19, 2010).
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|
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2.1(b)
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Amendment
No. 2 dated January 15, 2010 to the Share Exchange Agreement entered into
by and between the Registrant, China Intelligent Electronic Holding
Limited, and Li Xuemei (incorporated by reference from Exhibit 2.1(b) to
the Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 19, 2010).
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|
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3.1
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Certificate
of Incorporation (incorporated by reference from Exhibit 3.1 to the
Registration Statement on Form 10-SB (File No. 000-53018) filed with the
Securities and Exchange Commission on January 16,
2008).
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3.2
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Bylaws
(incorporated by reference from Exhibit 3.2 to the Registration Statement
on Form 10-SB (File No. 000-53018) filed with the Securities and Exchange
Commission on January 16, 2008).
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|
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3.3
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Articles
of Merger effecting name change filed with the Office of Secretary of
State of Delaware on January 15, 2010 (incorporated by reference from
Exhibit 3.3 to the Current Report on Form 8-K filed with the Securities
and Exchange Commission on January 19, 2010).
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|
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3.4
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Certificate
of Amendment to the Certificate of Incorporation (incorporated by
reference from Exhibit 3.1 to the Current Report on Form 8-K filed with
the Securities and Exchange Commission on May 17,
2010).
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4.1
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Form
of Warrant dated October 11, 2007 (incorporated by reference from Exhibit
4.1 to the Registration Statement on Form 10-SB (File No. 000-53018) filed
with the Securities and Exchange Commission on January 16,
2008).
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5.1
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Opinion
of K&L Gates LLP.
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10.1
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Registration
Rights Agreement dated January 15, 2010 entered into by and between the
Registrant and Stockholders (incorporated by reference from Exhibit 10.1
to the Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 19, 2010).
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10.2
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Share
and Warrant Cancellation Agreement dated January 15, 2010 entered into by
and between the Registrant and Stockholders (incorporated by reference
from Exhibit 10.2 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on January 19,
2010).
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|
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10.3
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Form
of 2009 Employment Agreement dated January 2009 entered into with Dong Bin
and Wu Shiliang (translated to English) (incorporated by reference from
Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities
and Exchange Commission on January 19, 2010).
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|
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10.4
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Employment
Agreement for CFO Position dated November 23, 2009 entered into by and
between China Intelligent Electronic Holding Limited and Xialong Zhou
(incorporated by reference from Exhibit 10.4 to the Current Report on Form
8-K filed with the Securities and Exchange Commission on January 19,
2010).
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|
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10.4(a)
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Mutual
Termination Agreement for CFO Position dated December 31, 2009
entered into by and between China Intelligent Electronic Holding Limited
and Xialong Zhou (incorporated by reference from Exhibit 10.4(a) to the
Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 19, 2010).
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10.5
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Factory
Premises Lease Rental Agreement entered by and between NIVS (HZ) Audio and
Video Tech. Co., Ltd. and Hyundai Light & Electric (HZ) Co., Ltd. with
effect through July 1, 2010 (incorporated by reference from Exhibit 10.5
to the Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 19,
2010).
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Exhibit No.
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Exhibit Description
|
|
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10.5(a)
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Renewal
Agreement dated June 9, 2010 for Factory Premises Lease Rental Agreement
entered by and between NIVS (HZ) Audio and Video Tech. Co., Ltd. and
Hyundai Light & Electric (HZ) Co., Ltd. with effect through June 2013
(incorporated by reference from Exhibit 10.5(a) to the Registration
Statement on Form S-1 (File No. 333-164925) filed with the Securities and
Exchange Commission on June 14, 2010).
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|
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10.6
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Floors
Lease Agreement dated March 30, 2007 entered into by and between ShunKang
Department Store and Hyundai Light & Electric (HZ) Co., Ltd.
(incorporated by reference from Exhibit 10.6 to the Current Report on Form
8-K filed with the Securities and Exchange Commission on January 19,
2010).
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|
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10.6(a)
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Floor
Lease Renewal Agreement dated April 8, 2009 for the Floors Lease Agreement
dated March 30, 2007 entered into by and between ShunKang Department Store
and Hyundai Light & Electric (HZ) Co., Ltd. (incorporated by reference
from Exhibit 10.6(a) to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on January 19,
2010).
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|
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10.7
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Trademark
License Agreement dated July 31, 2005 entered into by and between Hyundai
Corporation and Hyundai Light and Electric (Huizhou) Co., Ltd.
(incorporated by reference from Exhibit 10.7 to the Current Report on Form
8-K filed with the Securities and Exchange Commission on January 19,
2010).
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|
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10.7(a)
|
Trademark
License Agreement dated September 10, 2008 entered into by and between
Hyundai Corporation and Hyundai Light and Electric (Huizhou) Co., Ltd.
(incorporated by reference from Exhibit 10.7(a) to the Current Report on
Form 8-K filed with the Securities and Exchange Commission on January 19,
2010).
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|
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10.7(b)**
|
Trademark
License Agreement dated July 12, 2010 entered into by and between Hyundai
Corporation and Hyundai Light and Electric (Huizhou) Co., Ltd.
(incorporated by reference from Exhibit 10.1 to the Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on August 12,
2010).
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|
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10.8
|
Debt
Repayment and Set-Off Agreement dated November 28, 2008, by and between
Korea Hyundai Light & Electric (Int’l) Holding and Hyundai Light &
Electric (HZ) Co., Ltd. and Tianfu Li, NIVS IntelliMedia Technology Group,
Inc., Niveous Holding Company Limited, NIVS (HZ) Audio & Video Tech
Company Limited, NIVS International (H.K.) Limited, NIVS (HZ) Audio &
Video Tech Company Limited Shenzhen Branch, NIVS Investment (SZ) Co.,
Ltd., Zhongkena Technology Development, Xentsan Technology (SZ) Co., Ltd.
(incorporated by reference from Exhibit 10.8 to the Current Report on Form
8-K filed with the Securities and Exchange Commission on January 19,
2010).
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|
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10.8(a)
|
Amendment
No. 1 to the Debt Repayment and Set-Off Agreement dated December 22, 2008,
by and between by and between Korea Hyundai Light & Electric (Int’l)
Holding and Hyundai Light & Electric (HZ) Co., Ltd. and Tianfu Li,
NIVS IntelliMedia Technology Group, Inc., Niveous Holding Company Limited,
NIVS (HZ) Audio & Video Tech Company Limited, NIVS International
(H.K.) Limited, NIVS (HZ) Audio & Video Tech Company Limited Shenzhen
Branch, NIVS Investment (SZ) Co., Ltd., Zhongkena Technology Development,
Xentsan Technology (SZ) Co., Ltd. (incorporated by reference from Exhibit
10.8(a) to the Current Report on Form 8-K filed with the Securities and
Exchange Commission on January 19, 2010).
|
|
|
10.9
|
Indemnification
Agreement dated January 15, 2010 entered into by and between Li Xuemei,
China Intelligent Electronic Holding Limited, Hyundai Light and Electric
(Huizhou) Co., Ltd. (incorporated by reference from Exhibit 10.9 to the
Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 19, 2010).
|
|
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10.10
|
Security
Agreement dated January 15, 2010 entered into by and between Li Xuemei,
China Intelligent Electronic Holding Limited, Hyundai Light and Electric
(Huizhou) Co., Ltd. (incorporated by reference from Exhibit 10.10 to the
Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 19, 2010).
|
|
|
10.11
|
Employment
Agreement dated December 28, 2009 entered into by and between the China
Intelligent Electric Holding Limited and Chi-wai (Gabriel) Tse (English
Translation) (incorporated by reference from Exhibit 10.11 to the Current
Report on Form 8-K filed with the Securities and Exchange Commission on
January 19, 2010).
|
|
|
10.12
|
Waiver
and Debt Forgiveness Agreement for China Intelligent Electric Holding
Limited dated October 1, 2008 executed by Tianfu Li (English Translation)
(incorporated by reference from Exhibit 10.12 to the Current Report on
Form 8-K filed with the Securities and Exchange Commission on January 19,
2010).
|
|
Exhibit No.
|
Exhibit Description
|
|
|
10.13
|
Waiver
and Debt Forgiveness Agreement for Korea Hyundai Light & Electric
(International) Holding Limited dated December 26, 2008 executed by Tianfu
Li (English Translation) (incorporated by reference from Exhibit 10.13 to
the Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 19, 2010).
|
|
|
10.14
|
Form
of Subscription Agreement dated January 15, 2010 between investors and the
Registrant (incorporated by reference from Exhibit 10.14 to the
Registration Statement on Form S-1 (File No. 333-164925) filed with the
Securities and Exchange Commission on March 30, 2010).
|
|
|
10.15
|
Employment
Agreement dated May 5, 2010 by and between the Registrant and Kui (Kevin)
Jiang (incorporated by reference from Exhibit 10.1 to the Current Report
on Form 8-K filed with the Securities and Exchange Commission on May 5,
2010).
|
|
|
10.16
|
Form
of Lock Up Agreement executed by SRKP 22, Inc. Shareholders as indicated
in Appendix A of this Exhibit (incorporated by reference from Exhibit
10.16 to the Registration Statement on Form S-1 (File No. 333-164925)
filed with the Securities and Exchange Commission on May 6,
2010).
|
|
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10.17
|
Lock
Up Agreement dated June 4, 2010 between WestPark Capital Financial
Services, LLC and the Registrant (incorporated by reference from Exhibit
10.17 to the Registration Statement on Form S-1 (File No. 333-164925)
filed with the Securities and Exchange Commission on June 7,
2010).
|
|
|
10.18
|
Warrant
Cancellation Agreement dated June 14, 2010 entered into by and between the
Registrant and WestPark Capital Financial Services, LLC (incorporated by
reference from Exhibit 10.18 to the Registration Statement on Form S-1
(File No. 333-164925) filed with the Securities and Exchange Commission on
June 14, 2010).
|
|
|
10.19
|
Lease
Agreement dated April 5, 2010 entered into by and between Hu Guilan and
the Registrant (incorporated by reference from Exhibit 10.19 to the
Registration Statement on Form S-1 (File No. 333-164925) filed with the
Securities and Exchange Commission on June 14, 2010).
|
|
|
21.1
|
List
of Subsidiaries (incorporated by reference from Exhibit 21.1 to the
Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 19, 2010).
|
|
|
23.1*
|
Consent
of MaloneBailey, LLP.
|
|
|
23.2*
|
Consent
of Kempisty & Company Certified Public Accountants
PC.
|
|
|
23.3
|
Consent
of K&L Gates LLP (contained in Exhibit 5.1).
|
|
|
23.4
|
Consent
of Han Kun Law Offices.
|
|
|
24.1*
|
Power
of Attorney (included on signature page).
|
|
* Previously
filed.
.
** Confidential portions of
this exhibit have been redacted and filed separately with the Securities and
Exchange Commission pursuant to a confidential treatment request in accordance
with Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.