Attached files
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| EX-10.2 - SUNRISE REAL ESTATE GROUP INC | v209326_ex10-2.htm |
| EX-10.1 - SUNRISE REAL ESTATE GROUP INC | v209326_ex10-1.htm |
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
Report (Date of earliest event reported) January 21, 2011
SUNRISE
REAL ESTATE GROUP, INC.
(Exact
name of registrant as specified in its charter)
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Texas
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000-32585
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75-2713701
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(State
of Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification)
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(Address
of principal executive offices)
Suite
701, No.333, Zhaojiabang Road
Shanghai,
PRC 200032
Registrant's
telephone number, including area code (86)-21-6422-0505
(Former
Name or Former Address if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement.
On
January 21, 2011 the registrant, Sunrise Real Estate Development Group, Inc.
("Sunrise"), entered into a Share Purchase Agreement with Good Speed Services
Limited (“Good Speed”) to issue 2.5 million shares to Good Speed for US
$500,000. This transaction is subject to standard closing terms and conditions
and is scheduled to close on or before March 20, 2011.
On
January 22, 2011, the registrant, Sunrise Real Estate Development Group, Inc.
("Sunrise"), entered into a Share Purchase Agreement with Better Times
International Limited (“Better Time”) to issue 2.5 million shares to Better Time
for US $500,000. This transaction is subject to standard closing terms and
conditions and is scheduled to close on or before March 20, 2011.
Notwithstanding
anything to the contrary, Good Speed and Better Time shall have the right, in
its sole and absolute discretion, at any time prior to its payment of Sunrise’s
shares, to terminate this Agreement, in which event, this Agreement shall be
terminated and no party shall have any further obligation to any other
party.
Item
3.02. Unregistered Sales of Equity Securities.
As set
forth in above Item 1.01, Sunrise, upon the closing of the Share Purchase
Agreements, will issue 2.5 million shares of common stock to Better Time for US
$500,000 and 2.5 million shares of common stock to Good Speed for US $500,000,
for a total aggregate amount of US $1 million to be received by
Sunrise.
In
connection with the issuance of its shares to Better Time and Good Speed,
Sunrise will rely on Regulation S as its exemption from the registration
requirements of the Securities Act of 1933. All of such persons are non-US
persons and agree that the shares may not be transferred or sold except in
accordance with the provisions of Regulation S and/or compliance with the
registration requirements of the Securities Act of 1933 or in reliance upon an
applicable exemption therefrom. The certificates representing the Sunrise shares
shall bear a legend reflecting such transfer restrictions and stop transfer
orders will be placed with the transfer agent against these shares.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits.
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Exhibit
No.
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Description
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10.1
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Stock
Purchase Agreement, dated as of January 21, 2011 between Sunrise Real
Estate Group, Inc. and Better Time International
Limited
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10.2
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Stock
Purchase Agreement, dated as of January 22, 2011 between Sunrise Real
Estate Group, Inc. and Good Speed Services
Limited
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: January
24, 2011
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SUNRISE
REAL ESTATE GROUP, INC.
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By:
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/s/
Lin. Chi Jung
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Name:Lin, Chi
Jung
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Chief
Executive Officer
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