Item 3.02 Unregistered Sales of Equity Securities.
Between August 5, 2014 and September 6, 2014, we completed the private placement of an aggregate of 736,400 shares of Common Stock to certain foreign investors for an aggregate purchase price of approximately US$736,400.
This placement is a part of a private placement of the Common Stock, for which an aggregate of 1,346,600 shares of Common Stock have been sold to certain foreign investors for an aggregate purchase price of US$1,346,600.
The Company issued the shares of Common Stock and Series A Preferred Stock to non-US persons in off-shore transactions pursuant to the exemption from registration provided for under Regulation S, promulgated under the United States Securities Act of 1933, as amended. Each of the subscribers represented that they were not a “US person” as such term is defined in Regulation S.
The securities referred to herein will not be and have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
JD International Limited
Date: September 23, 2014 By: /s/ Cheung Wai Yin
Name: Cheung Wai Yin
Title: Chief Executive Officer
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