SHARING ECONOMY INTERNATIONAL INC. - FORM 8-K - EX-99.1

Attached files

file	filename
8-K - SHARING ECONOMY INTERNATIONAL INC.	v208811_8k.htm
EX-99.3 - SHARING ECONOMY INTERNATIONAL INC.	v208811_ex99-3.htm
EX-99.2 - SHARING ECONOMY INTERNATIONAL INC.	v208811_ex99-2.htm

Exhibit 99.1

Date: January 18, 2011

China Wind Systems, Inc.

No. 9 Yanyu Middle Road

Qianzhou Village, Huishan District, Wuxi City

Jiangsu Province, People’s Republic of China

Re: Stock Purchase Agreement

Dear Sirs:

This agreement sets forth the terms on which the undersigned (the “Investor”) agrees to purchase 35,014 shares (the “Shares”) of common stock, par value $.001 per share (“Common Stock”) of China Wind Systems, Inc., a Delaware corporation, for a total purchase price of $125,000.

In consideration of the mutual covenants and agreements set forth herein, the Company and the Investor hereby agree as follows:

1. The Investor hereby agrees to purchase from the Company, and the Company agrees to sell to the Investor, 35,014 Shares for a total purchase price of $125,000 (the “Purchase Price”).

2. Payment of the Purchase Price shall be made by wire transfer or otherwise in accordance with the instructions from the Company. The Company will have the Shares issued to the Investor as soon as practical after its receipt of payment of the Purchase Price.

3. The Investor hereby represents, warrants, covenants and agrees as follows:

(a) The Investor understands that the offer and sale of the Shares is being made only by means of this Agreement. The Investor understands that the Company has not authorized the use of, and the Investor confirms that he is not relying upon, any other information, written or oral, other than material contained in this Agreement and in material that has been publicly filed by the Company with the Securities and Exchange Commission (the “Commission”) on or prior to the date of this Agreement. The Investor is aware that the purchase of the Shares involves a high degree of risk and that the Investor may sustain, and has the financial ability to sustain, the loss of his entire investment, understands that no assurance can be given that the Company will be profitable in the future, that the Company will need additional financing and that the failure of the Company to raise additional funds when required may have a material adverse effect upon its business. The Investor understands that he is presently unable to publicly sell the Shares pursuant to Rule 144 of the Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and that his ability to sell the Shares in the public market is limited as provided in said Rule 144. Furthermore, in subscribing for the Shares, the Investor acknowledges that he is not relying upon any projections or any statements of any kind relating to future revenue, earnings, operations or cash flow or acquisitions in purchasing the Shares.

(b) The Investor represents to the Company that the Investor is an accredited investor within the meaning of Rule 501 of the Commission under the Securities Act and he understands the meaning of the term “accredited investor.” The Investor has indicated on the signature page of this Agreement the basis for his status as an accredited investor, based on the definition as set forth in Exhibit A to this Agreement. The Investor further represents that the Investor has such knowledge and experience in financial and business matters as to enable the Investor to understand the nature and extent of the risks involved in purchasing the Shares. The Investor is fully aware that such investments can and sometimes do result in the loss of the entire investment. The Investor has engaged his own counsel and accountants to the extent that he deems it necessary.

(c) The Investor is not acquiring the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S of the Commission under the Securities Act (“Regulation S”)) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Investor may sell or otherwise dispose of the Shares pursuant to registration thereof under the Securities Act and any applicable state and provincial securities laws or under an exemption from such registration requirements.

(d) The Investor acknowledges and agrees that none of the Shares have been registered under the Securities Act, or under any state securities or “blue sky” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S, except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in each case in accordance with applicable state securities laws.

(e) The Investor acknowledges and agrees that the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act and in accordance with applicable state and provincial securities laws.

(f) The Investor represents and warrants that no broker or finder was involved directly or indirectly in connection with his purchase of the Shares pursuant to this Agreement except as disclosed in writing to the Company. The Investor shall indemnify the Company and hold it harmless from and against any manner of loss, liability, damage or expense, including fees and expenses of counsel, resulting from a breach of the Investor’s warranty contained in this Section 3(f).

(g) The Investor understands that he or she has no registration rights with respect to the Shares.

(h) The Investor is not a citizen or resident of the United States.

(i) The Investor is acquiring the Shares for his or her own account, for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Shares in the United States or to U.S. Persons, and no other person has a direct or indirect beneficial interest in such Shares.

(j) If the Investor is an entity, the Investor was not formed for the purpose of making an investment in the Company’s securities.

(k) The Investor is not an underwriter of, or dealer in, the common stock of the Company, nor is the Investor participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares.

(l) The Investor was not induced to invest by any form of general solicitation or general advertising including, but not limited to, the following: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over the news or radio; and (ii) any seminar or meeting whose attendees were invited by any general solicitation or advertising.

(m) No person has made to the Investor any written or oral representations:

- 2 -

(i) that any person will resell or repurchase any of the Shares;