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peewee

06/30/08 6:57 PM

#4533 RE: john302 #4532

In connection with the Financing, Mr. Cao entered into a Lock-up Agreement with the Company, by which he agreed not to transfer any shares of the Company's common stock owned by him until 18 months after the effective date of the initial registration statement filed by the Company with respect to the resale of the shares of common stock underlying the Notes and the Warrants.

The foregoing descriptions of the Securities Purchase Agreement, the Notes, the Warrants, the Make Good Escrow Agreement, the Holdback Escrow Agreement, the Registration Rights Agreement and the Lock-up Agreement are merely summaries, are not intended to be complete and are qualified in their entirety by reference to the full text of each of these agreements.. The Securities Purchase Agreement is filed as exhibit 10.1, a form of the Notes is filed as exhibit 4.1, a form of the Warrants is filed as exhibit 4.2, the Make Good Escrow Agreement is filed as exhibit 10.2, the Holdback Escrow Agreement is filed as exhibit 10.3, the Registration Rights Agreement is filed as exhibit 10.4 and the Lock-up Agreement is filed as exhibit 10.5 to this Form 8-K, and the full text of each such exhibit is incorporated herein by reference.
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peewee

06/30/08 6:58 PM

#4534 RE: john302 #4532

post the exhibits and then try again !
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peewee

06/30/08 7:18 PM

#4537 RE: john302 #4532

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Long-vestor

06/30/08 8:13 PM

#4539 RE: john302 #4532

Stop waisting our time Johnny gloom..

The Notes are convertible at the option of the Company if the following four conditions are met:

(i) effectiveness of a registration statement with respect to the shares of the Company’s common stock underlying the Notes and the Warrants;

(ii) the VWAP of the common stock has been equal to or greater than 250% of the conversion price, as adjusted, for 20 consecutive trading days on its principal trading market;

(iii) the average dollar trading volume of the common stock exceeds $500,000 on its principal trading market for the same 20 days; and

(iv) the Company achieves 2008 Guaranteed EBT (as hereinafter defined) and 2009 Guaranteed EBT (as hereinafter defined).

..... A holder of a Note may require the Company to redeem all or a portion of such Note for cash at a redemption price as set forth in the Notes,

..... in the event of a change in control of the Company,

......an event of default or if any governmental agency in the People’s Republic of China challenges

......or takes action that would adversely affect the transactions contemplated by the Securities Purchase Agreement.



Corn-fused-us Long-vestor ancient saying: Patience and small movements keep a steady course.

I don't have a humble opinion!


At's ma boy!