China Fruits Corporation Enters Into Offshore Subscription Agreement with Ms. Ning, Fen from May 15th, 2009
May 22 2009 - 8:00AM
PR Newswire (US)
BEIJING, May 22 /PRNewswire-Asia-FirstCall/ -- China Fruits
Corporation (OTC:CHFR) (BULLETIN BOARD: CHFR) announced that, as of
May 15th, 2009, the Company entered into an Offshore Subscription
Agreement (the "Agreement") with Ms. Ning, Fen ("Ms. Ning"), in
order to subscribe to and purchase one million and seven hundred
fifty thousand shares (1,750,000) of restricted common stock of
CHFR (the "Shares"). Ms. Ning agreed to purchase the Shares at a
purchase price of twenty cents (US$.20) per share (aggregate sum of
$350,000) (the "Purchase Price"). Pursuant to the terms of the
Agreement, Ms. Ning will acquire the Shares from the Registrant
within 14 days of payment of the Purchase Price. Ms. Ning is not an
"affiliate" of the Registrant as defined by Rule 144(a)(1)
promulgated under the Securities Act of 1933. Pursuant to the
Agreement, China Fruits Corporation issued 1,750,000 common shares
to Ms. Ning, Fen at $0.20 per share for an aggregate price of
$350,000. The proceeds from this offering will be input as the
registered capital and used for the development of Fruit Chain
Stores around the country. Please refer to the Current Report on
Form 8k filed with the commission on January 28, 2008, which is
hereby incorporated by reference for details on the Beijing
subsidiary. China Fruits Corporation relied on exemptions provided
by Section 4(2) of the Securities Act of 1933, as amended, and
Regulation S. The Offering was made based on the following facts:
(1) the issuance was an isolated private transaction which did not
involve a public offering; (2) there was only one offeree, (3) the
offeree has agreed to the imposition of a restrictive legend on the
face of the stock certificate representing the shares indicating
the stock cannot be resold unless registered or an exemption from
registration is available; (4) the offeree was a sophisticated
investor familiar with our company and stock-based transactions;
(5) there were no subsequent or contemporaneous public offerings of
the stock; (6) the stock was not broken down into smaller
denominations; and (7) the negotiations for the sale of the stock
took place directly between the offeree and our management; (8) the
sale was made offshore to a Chinese national. China Fruits Corp.
currently has 36,129,689 issued and outstanding shares of common
stock that trade on the Over-The-Counter Bulletin Board under the
symbol 'CHFR'. For more information, please contact: Ms. Zhan Hong
Tel: +86-794-326-6199 Email: DATASOURCE: China Fruits Corporation
CONTACT: Ms. Zhan Hong, +86-794-326-6199, or
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