EXHIBIT 4.5
FORM OF SUBSCRIPTION AGREEMENTS DATED SEPTEMBER 21, 2005
BETWEEN THE COMPANY AND EACH OF GLOBAL CHINA ENTERPRISES LIMITED,
FIVESTAR INTERNATIONAL LIMITED, MART EXPRESS LIMITED, RICH GUSH
LIMITED, MART BURKIT LIMITED AND SINO CASTLE HOLDINGS LIMITED
SUBSCRIPTION OFFER LETTER
PRIVATE & CONFIDENTIAL
September 21, 2005
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Attention:
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Dear Sirs,
CHINA PHARMACEUTICALS INTERNATIONAL CORPORATION (THE "COMPANY") -
PLACING OF 7,500,000 NEW SHARES (THE "SUBSCRIPTION SHARES")
IN THE ISSUED SHARE CAPITAL OF THE COMPANY AT US$0.01 PER SHARE (THE
"SUBSCRIPTION PRICE") (THE "SUBSCRIPTION")
1. INTRODUCTION
We refer to our conversation, whereby we offered, subject to the terms
and conditions set out below, to procure the sale to you 7,500,000
shares at the Subscription Price of US$0.01 per Subscription Share (the
"Subscription Shares") for the total subscription of US$75,000.00 and
you orally accepted our offer and agreed irrevocably as principal to
purchase the Subscription Shares.
All capitalized terms used, but not otherwise defined herein shall have
the meanings set for on Appendix A attached hereto.
2. CONDITIONS
Please note that the Subscription is conditional upon that immediately
upon signing hereof.
3. SETTLEMENT DATE
Settlement is scheduled to take place on or before September 28, 2005
(the "Settlement Date").
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4. AMOUNT PAYABLE
The total amount payable by you for your Subscription Shares is
US$75,000.00 (or the equivalent amount in Renminbi or other
currencies).
5. NOT A US PERSON; NOT AN AFFILIATE
Upon your acceptance hereto, you shall confirm that you are not a US
Person and confirm that in relation to your subscription of the
Subscription Shares, you or your beneficial owner are not an Affiliate
of the Company nor any directors, executive officers, or Beneficial
Owners thereof or a member of the Shareholder Group thereof. In
addition, you shall declare that your acceptance of our offer of the
Subscription Shares is entirely of your own volition and that you are
not acting upon the instruction of any such Affiliate. Also, your
purchase of the Subscription Shares is not financed directly or
indirectly by any such Affiliate.
6. UNDERTAKINGS
By your acceptance of our offer, you;
(a) agree to make payment of US$75,000.00 in full for all the
Subscription Shares by the Settlement Date, and that interest
of 2% p.a. above the Hong Kong prime rate will be payable on
any late settlement;
(b) agree that you have not relied on any information,
representation or warranty supplied or made by us or any one
on behalf of ourselves or any other party involved in the
Subscription and that you have made and will continue to make
your own appraisal of the Subscription and the Subscription
Shares and the other matters referred to in this letter;
(c) agree and acknowledge that we do not make and have not
made any warranty, representation or recommendation as to the
merits of the Subscription Shares;
(d) represent and warrant to us that you or beneficial owner
are not US Person(s) or Affiliate(s) of the Company nor any
directors, executive officers, or Beneficial Owners thereof or
a member of a Shareholder Group thereof;
(e) represent and warrant that you had at all material times
and still have full power and authority to enter into the
contract of the Subscription for your own account or for the
account of one or more persons for whom you exercise
investment discretion and your oral agreement to do so as
recorded herein constitutes your valid and legally binding
obligation and is enforceable in accordance with its terms.
You will, whether before or after completion of the Subscription,
continue to provide us information regarding the beneficial owner of
the Subscription Shares acquired by you as required by applicable BVI
law and US laws for delivery to the relevant regulatory authority or
governmental agency.
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Information and personal data provided by you to us are connected with
the Subscription and you shall observe any rules, legal or regulatory
requirements including the disclosure of such data to certain
regulatory bodies. Also, we may provide such data to any agent,
representative and associate, which provide services in connection with
the Subscription.
7. GENERAL
Any notification to be given by us to you shall be validly given if
delivered by hand or sent by facsimile to the address and facsimile
numbers set out in the attached Subscription Confirmation and shall be
deemed to be given on delivery or (if given by facsimile) on due
despatch.
Your rights and obligations in respect of the Subscription will be
incapable of rescission or termination by you. Time is of the essence
of the Subscription.
The Subscription recorded in this letter shall be governed by and
construed in accordance with the laws of Hong Kong and we respectively
submit to the non-exclusive jurisdiction of the courts of Hong Kong in
respect thereof.
NO AMENDMENT TO THE TERMS AND CONDITIONS OF THIS LETTER CAN BE ACCEPTED
TO US.
8. ACKNOWLEDGMENT
Please complete and return the attached Subscription Confirmation with
the duplicate of this letter to the undersigned at Hong Kong fax no.
(852) 2851 3660.
Yours faithfully,
For and on behalf of
CHINA PHARMACEUTICALS INTERNATIONAL CORPORATION
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Zhou Li Yang
Executive Director and Chief Financial Officer
Encl.
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APPENDIX A
Capitalized terms used, but not otherwise defined in the Subscription Offer
Letter shall have the meanings set forth below:
"AFFILIATE" means a person that directly, or indirectly through one
or more intermediaries, controls, or is controlled by,
or is under common control with, the Company, a
director an executive officer or a Beneficial Owner.
"BENEFICIAL OWNER" means any person who directly or indirectly is the
beneficial owner of more than five percent of a class
of the Company's securities.
"SHAREHOLDER GROUP" means two or more persons act as a partnership, limited
partnership, syndicate, or other group for the purpose
of acquiring, holding, or disposing of securities of
the Company;
"US PERSON" means:
a. Any natural person resident in the United States;
b. Any partnership or corporation organized or
incorporated under the laws of the United States;
c. Any estate of which any executor or administrator
is a U.S. person;
d. Any trust of which any trustee is a U.S. person;
e. Any agency or branch of a foreign entity located
in the United States;
f. Any non-discretionary account or similar account
(other than an estate or trust) held by a dealer
or other fiduciary for the benefit or account
of a U.S. person;
g. Any discretionary account or similar account
(other than an estate or trust) held by a dealer
or other fiduciary organized, incorporated, or
(if an individual) resident in the United States;
and
h. Any partnership or corporation if:
(i) Organized or incorporated under the laws of
any foreign jurisdiction; and
(ii) Formed by a U.S. person principally for the
purpose of investing in securities not
registered under the Act, unless it is
organized or incorporated, and owned, by
accredited investors (as defined in Rule
501(a)) who are not natural persons, estates
or trusts.
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SUBSCRIPTION CONFIRMATION
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PRIVATE & CONFIDENTIAL
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September 21, 2005
To : China Pharmaceuticals International Corporation
Unit 3611, West Tower
Shun Tak Centre
Central, Hong Kong
Attn : Mr. Zhou Li Yang
Executive Director
(Fax No: 2851 3660)
Dear Sirs,
CHINA PHARMACEUTICALS INTERNATIONAL CORPORATION (THE "COMPANY") -
PLACING OF 7,500,000 NEW SHARES (THE "PLACING SHARES")
IN THE ISSUED SHARE CAPITAL OF THE COMPANY AT US$0.01 PER SHARE (THE "PLACING
PRICE") (THE "PLACING")
We refer to your Subscription Offer Letter dated September 16, 2005 (the
"Subscription Offer Letter") in relation to the captioned subject. Terms used in
this letter shall have the same meanings as defined in the Subscription Offer
Letter, unless the context requires otherwise.
We hereby confirm receipt of the Subscription Offer Letter, and acknowledge and
accept all the terms and conditions as set out therein and confirm that these
terms and conditions are those of our oral contract to your representative for
our/my subscription as principal from the Company of 7,500,000 subscription
shares (the "Subscription Shares") at the Subscription Price of US$0.01 per
share for the total subscription of US$75,000.00 We undertake to pay the
consideration for the Subscription Shares of US$75,000.00 on or before the
Settlement Date as set out in the Subscription Offer Letter by a cashier order
drawn on a licensed bank in Hong Kong or China.
Further more, we hereby confirm that: -
(1) We undertake to provide to you upon request such other information as may
be required to be provided to the Securities and Exchange Commission (the
"SEC") and OTCBB;
(2) We are not a US Person(s). We are a private investor whose main business
involves the acquisition and disposal, or the holding, of shares and other
securities as principal and the subscription of the Subscription Shares by
us would not constitute a breach of the relevant laws;
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(3) We or our beneficial owner are not an Affiliate of the Company nor any
directors, executive officers, or Beneficial Owners thereof or a member of
a Shareholder Group thereof;
(4) We are not financed or backed directly or indirectly by the Company, its
directors, its Beneficial Owners or its executive officers or any of the
Company's Affiliates;
(5) We are not a person who is accustomed to taking instructions from any of
the director, executive officers or Beneficial Owners of the Company or
any of their Affiliates in relation to the acquisition, disposal, voting
or any other disposition of securities in the Company;
(6) We understand that information and personal data provided by us are
required in relation to the Subscription and to observe any rules, legal
or regulatory requirements including the disclosure of such data to
certain regulatory bodies. Moreover, we shall provide such data to any
governmental or regulatory bodies (including but not limited to the OTCBB
and the SEC);
(7) We undertake to respond promptly, in writing, to questions raised by you
relating to the Subscription.
(8) No share of the Company was held by us prior to our entering into the
agreement to participate as a subscriber in the Subscription;
(9) In case of a default in payment, you shall reserve the right to charge
interest on the net amount overdue calculated on the basis of 2% per
month;
(10) The details of the ULTIMATE BENEFICIAL OWNER(S) of the Subscription Shares
subscribed through the Placing are as follows: -
Name :
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Address :
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Identity card # :
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Contact :
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(11) We set out below our details for registration of the Subscription Shares:
Name :
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Place of Incorporation :
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Company Number/ID Number :
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Registered/Residential Address :
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Correspondence Address :
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We fully understand that our personal data set out above and any further
personal data relating to ourselves may be submitted to the SEC and OTCBB and
hereby confirm that the data is true and accurate.
Yours faithfully,
For and behalf of
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Director
Date: September 21, 2005
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