Registration No.  333-             

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 


 

FORM S-1

 

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

 


 

SINO DAREN CO. LTD.

(Exact name of registrant as specified in its charter)

 

Nevada

 

7363

 

27-3450044

(State or Other Jurisdiction of

 

(Primary Standard Industrial

 

(I.R.S. Employer

Incorporation or Organization)

 

Classification Code Number)

 

Identification Number)

 

Office 5B, 5F

China Harbour Building

370, King’s Road

North Point

Hong Kong S.A.R.

+(852) 2815-6986

(Address, including Zip Code, and Telephone
Number, including Area Code of Registrant’s
Principal Executive Offices

 


 

Greenberg Traurig, LLP

3773 Howard Hughes Parkway
Suite 400 North
Las Vegas, NV 89169
(702) 792-3773

(Name, Address, Including Zip Code, and
Telephone Number, Including Area Code, of
Agent for Service)

 


 

Copies to:

Greenberg Traurig, LLP

Attn: John N. Brewer


 

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement

 

If any of the securities being registered on the Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:  x

 

If this Form is filed to register additional common stock for an offering under Rule 462(b) of the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

 



 

If this Form is a post-effective amendment filed under Rule 462(c) of the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

 

If this Form is a post-effective amendment filed under Rule 462(d) of the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

 

Large Accelerated Filer  o

 

Accelerated Filer  o

 

 

 

Non-accelerated Filer  o

 

Smaller Reporting Company  x

(Do not check if a smaller reporting company)

 

 

 

CALCULATION OF REGISTRATION FEE

 

Securities to be
Registered

 

Amount To Be
Registered

 

Offering Price Per
Share

 

Aggregate Offering
Price

 

Registration Fee
[1]

 

Common Stock:

 

1,000,000

 

$

0.25

 

$

250,000

 

$

29.03

 

[1]           Estimated solely for purpose of calculating the registration fee required by Section 6(B) of the Securities Act and computed pursuant to Rule 457(o) under the Securities Act.  No exchange or over the counter market exists for our common stock.  Our offering price per share was arbitrarily determined in order for us to raise a minimum of $100,000 and a maximum of $250,000.

 

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

 

2

 

 

 



 

The information in this prospectus is not complete and may be changed.  We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective.  This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 

SUBJECT TO COMPLETION, DATED MAY 31, 2011

 

Prospectus

 

SINO DAREN CO. LTD.

Shares of Common Stock

600,000 minimum - 1,000,000 Maximum

 

In the event that we sell at least the minimum number of shares in this offering, of which there is no assurance, we intend to have our shares of common stock quoted on the Over the Counter Bulletin Board operated by the Financial Industry Regulatory Authority.  There is no assurance that our shares will ever be quoted on the Over the Counter Bulletin Board.

 

We are offering a minimum of 600,000 and a maximum of 1,000,000 shares of common stock in a self-underwritten direct public offering, without any involvement of underwriters or broker-dealers.  The offering price is $0.25 per share.  In the event that 600,000 shares are not sold within 270 days, all money received by us will be promptly returned to you without interest or deduction of any kind.  We will return your funds to you in the form of a cashier’s check sent Federal Express on the 271st day.  Sold securities are deemed securities which have been paid for with collected funds prior to expiration of 270 days.  Collected funds are deemed funds that have been paid by the drawee bank.  Before this offering, there has been no public market for our common stock.

 

The purchase of the securities offered through this Prospectus involves a high degree of risk.  See “Risk Factors” beginning on page 10.

 

Please be advised, future actions by creditors in the subscription period could preclude or delay us in refunding your money.  If at least 600,000 shares are sold within 270 days, all money received will be retained by us and there will be no refund.  Funds from this offering will be placed in a separate bank account at HSBC Hong Kong Bank.  There is no escrow, trust or similar account in which your subscription will be deposited.  The bank account is merely a separate interest bearing savings account under our control where we have segregated your funds.  As a result, creditors could attach the funds.  Only our president, Mr. Alex P.Y. Wong, together with one of the officers of the company, for a total of two signatures, will have access to the account.  You will not have the right to withdraw your funds during the offering.  The funds will be maintained in the separate bank until we receive a minimum of $150,000 at which time we will disburse the funds to us and use the funds as set forth in the Use of Proceeds section of this prospectus.

 

There are no minimum purchase requirements.

 

Our common stock will be sold on our behalf by Alex P.Y. Wong, our sole director.  Mr. Wong will not receive any commissions or proceeds from the offering for selling shares on our behalf.

 

Investing in our common stock involves risks. See “Risk Factors” starting at page 10.

 

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Offering Price

 

Expenses

 

Proceeds to Us

 

Per Share — Minimum

 

$

0.25

 

$

0.0864

 

$

0.1636

 

Per Share — Maximum

 

$

0.25

 

$

0.0518

 

$

0.1982

 

Minimum

 

$

150,000

 

$

51,865

 

$

98,135

 

Maximum

 

$

250,000

 

$

51,865

 

$

198,135

 

 

The difference between the Aggregate Offering Price and the Proceeds to us is $51,865.  The $51,865 will be paid to unaffiliated third parties for expenses connected with this offering.  The $51,865 will be paid from the first proceeds of this offering.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.  Any representation to the contrary is a criminal offense.

 

The date of this prospectus is May 31, 2011.

 

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TABLE OF CONTENTS

 

Summary of Our Offering

6

 

 

Risk Factors

10

 

 

Use of Proceeds

21

 

 

Determination of Offering Price

23

 

 

Dilution of the Price You Pay for Your Shares

23

 

 

Plan of Distribution; Terms of the Offering

25

 

 

Management’s Discussion and Analysis of Financial Condition or Plan of Operation

29

 

 

Business

32

 

 

Management

37

 

 

Executive Compensation

38

 

 

Principal Stockholders

40

 

 

Description of Securities

41

 

 

Certain Transactions

43

 

 

Experts

43

 

 

Legal Matters

43

 

 

Financial Statements

44

 

5



 

SUMMARY OF OUR OFFERING

 

This summary highlights important information about our company and business.  Because it is a summary, it may not contain all of the information that is important to you.  To understand this offering fully, you should read this entire prospectus and the financial statements and related notes included in this prospectus carefully, including the “Risk Factors” section.  Unless the context requires otherwise, “we,” “us,” “our,” and the “company” and similar terms refer to Sino Daren Co. Ltd., while the term “Sino Daren” refers to Sino Daren in its corporate capacity.

 

Our Business

 

We were incorporated on August 4, 2010 and we have not commenced operations.  We are a holding company and our operations will be managed through our subsidiaries.  We intend to provide a Human Resources (“HR”) service web portal to service corporate employers seeking applicants in the People’s Republic of China (“PRC”), Hong Kong and Macau.  Our web portal will provide an HR multimedia portal service which will allow job applicants to post both text and video to our website.  We believe that our web portal, with such text and video posts, will provide one of the most economical channels for corporate employers to tap into the huge human resource market in China with direct access to job applicants from universities and recent graduates.

 

Through our HR service web portal, we will provide recruitment and other HR related services to both corporate employers and job applicants.  The Company is in its development stage with development options and no revenues to date.  While registration of our shares is for the purpose of creating a public market, there is no guarantee that a public market will ever exist for the Company’s shares or that, if developed, can be sustained.

 

Recruitment related services

 

HR service web portal.  Job applicants will post on our web portal their resumes.  Resumes may include text and video presentations, in either case, prepared by job applicants or references made on their behalf by former employers or other referrals.  By subscribing for our web portal membership, corporate employers will be able to review, select employee from job applicants listed on our web portal.

 

Recruitment projects.  We will organize industry specific forums for employers and job applicants to meet and interact.  We will also offer customized data mining services to show potential skill concentrations and potential availability of specific human resource groups with respect to geographical locations throughout China.  This way, employers (our service portal members) will benefit from both the long-term and short-term strategic employment pool with particular reference to feasibility study of any new office or new factory location.

 

HR related services

 

We will offer a number of other value-added HR services in areas such as training, HR evaluation and outsourcing.

 

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Training.  Upon an employers’ request, we will provide specialized and/or customized trainings for their selected employee.  The training service will include professional training programs for prospective job applicants to increase job knowledge and to shorten on-the-job training for job applicants using our web portal to benefit employers.  Some potential projects are being studied for immediate implementation after the completion of this offering.  Our programs are designed to ensure that employers using our web portal will be introduced to qualified job applicants.

 

The Company will sponsor vocational training centers for students at universities in Beijing and Hong Kong, and other selected universities in China, to facilitate essential commercial and professional skill development to prepare the students for corporate or office positions.  The Company believes that these vocational training centers will provide a significant advantage to corporate employers and job applicants by reducing on-the-job training of new hires and potentially increasing the productivity of newly hired job applicants.  The Company believes that these vocational training centers will be attractive to local and international corporations seeking qualified applicants in their recruitment programs.

 

HR evaluation and outsourcingWe shall offer professional accreditation programs of professional skills for job applicants listed on our database.  Employers can then confirm more easily that the potential job candidates have the required accredited professional skills during their initial screening process. We shall also provide HR Outsourcing Services to employers such as payroll and other related HR services.

 

Our Revenue Model

 

Although we will provide services to both employers and job applicants, we expect to derive our revenues primarily from employers using our web portal.  We will receive a significant portion of our revenue in the form of the membership fees, portal advertisements and HR outsourcing services from employers which subscribe to our HR web portal service.  We will also receive fees from employers for providing other services such as customized recruitment projects, training and/or accreditation for their selected candidates, and of course HR Outsourcing.

 

Our Market Opportunities

 

Since the beginning of 2011, we observed an unexpected strong growth of demand from employers for HR recruitment services in China, we are therefore expecting continued strong growth for our membership employers together with our job applicant membership database.  We believe, based on our observation, that the base of our job applicant membership will be in excess of 200,000 within 12 months after the launch of our web portal service (right after this fund raising round).  We shall also promote the concept of “CV Video” in job fairs to promote our web site.  Promotional activities will start right after the end of this fund raising round, in particular during the graduation period which is summer 2011.

 

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The Offering

 

Following is a brief summary of this offering:

 

Securities being offered

 

A minimum of 600,000 shares of common stock and a maximum of 1,000,000 shares of common stock, par value $0.001 per share.

 

 

 

Offering price per share

 

$0.25. The Offering price was determined arbitrarily by the Company.

 

 

 

Offering period

 

The shares are being offered for a period not to exceed 270 days.

 

 

 

Net proceeds to us

 

Approximately $98,135 assuming the minimum number of shares are sold. $198,135 assuming the maximum number of shares are sold.

 

 

 

Risk Factors

 

The securities offered hereby involve a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factors” beginning on page 10.

 

 

 

Number of shares outstanding before the offering

 

13,000,000

 

 

 

Number of shares outstanding after the offering if all of the shares are sold

 

14,000,000

 

 

 

Use of Proceeds (for minimum subscription of 600,000 shares)

 

The Company will use the net proceeds from this Offering substantially for general corporate purposes, primarily in the areas of expansion of staff, office costs, marketing and general working capital to commence our operation in Hong Kong only.

 

 

 

Use of proceeds (for maximum subscription of 1,000,000 shares)

 

We will use the proceeds to develop and commence our HR multimedia portal services. Depending on the net proceeds, we shall use the proceeds for staff and marketing of our services in Hong Kong and Beijing.

 

This prospectus relates to the sale of a minimum of 600,000 shares of common stock and a maximum of 1,000,000 shares of common stock, par value $0.001.

 

Management intends to request a market maker to file a Form 211 to be approved for quotation on the OTCBB.  The Company is not permitted to file a Form 211 with the OTCBB as only Market Makers may apply to the OTCBB for the issuer to get approval to quote the security.

 

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Selected financial data

 

The following selected financial data have been derived from the Company’s financial statements for the period from August 4, 2010 to January 31, 2011 which have been audited by Mazars CPA Limited, an independent registered public accounting firm.  The summary financial data as of January 31, 2011 are derived from our audited financial statements, which are included elsewhere in this prospectus.  The following data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Prospectus and the Financial Statements and notes thereto included in this Prospectus.

 

As shown in the accompanying audited financial statements, the Company has experienced a loss of $48,960 during the period from inception to January 31, 2011 and has a negative working capital.

 

Financial Summary Information

 

Because this is only a financial summary, it does not contain all the financial information that may be important to you.  It should be read in conjunction with the financial statements and related notes presented at the end of this prospectus.

 

 

 

As of Jan 31, 2011
(Audited)

 

Balance Sheet Data

 

 

 

Total Assets

 

$

13,000

 

Total Liabilities

 

$

48,960

 

Stockholders Deficit

 

$

35,960

 

 

 

 

Period from

 

 

 

Aug 4, 2010

 

 

 

(date of inception)

 

 

 

to Jan 31, 2011

 

 

 

(Audited)

 

Income Statement Data

 

 

 

Revenue

 

$

0

 

Total Expenses

 

$

48,960

 

Net Loss

 

$

48,960

 

 

9



 

RISK FACTORS

 

We are subject to various risks that may materially harm our business, financial condition and results of operations.  You should carefully consider the risks and uncertainties described below and the other information in this filing before deciding to purchase our common stock.  If any of these risks or uncertainties actually occurs, our business, financial condition or operating results could be materially harmed.  In that case, the trading price of our common stock could decline and you may lose all or part of your investment.

 

Risks associated with SINO DAREN CO. LTD.:

 

We may not be able to secure additional needed financing.

 

We may require additional financing in order to continue to implement our business plan and grow our operations.  Such financing, if required, may not be forthcoming and even if additional financing is available, it may not be available on terms that we find favorable.  We may have difficulty securing financing, especially when financial markets are volatile, and the terms of such financing, if and when available, may not be available except pursuant to unfavorable terms.  In the event we require additional financing, the failure to secure additional financing on favorable terms will have a negative effect on our ability to conduct our business and we may be forced to alter or even cease our business plans and operations which may have a negative effect on any market that may develop for our shares.

 

We lack an operating history and have losses that we expect to continue into the future.  If we cannot generate sufficient revenues to operate profitably, we may suspend or cease operations and you may lose your investment.

 

We were incorporated on August 4, 2010 and we have not started our proposed business operations or realized any revenues.  We have no operating history upon which an evaluation of our future success or failure can be made.  Our net loss during the period from inception to January 31, 2011 is $48,960 of which $48,960 is for general and administrative expenses.  Our ability to achieve and maintain profitability and positive cash flow is dependent upon:

 

·                  the completion of this fund raising round to fund our business;

·                  our ability to attract significant size of quality job applicants into our database and the concept of multimedia CV including the CV video concept;

·                  our ability to attract clients who will buy our membership and on-line advertisements from us;

·                  our ability to generate further revenues through the sale of other HR related services such as training, accreditation and HR outsourcing services.

 

Based upon the current plans, we expect to incur operating losses in future months because we will be incurring expenses and not generating much revenue.  However we are expecting to generate revenues within 6 months from the completion of this fund raising round.  No assurance can be given that we will be successful in generating revenues in the future, attract

 

10



 

quality job applicants, or attract sufficient employers to fund our operations.  Failure to generate revenues will cause you to lose your investment.

 

Because we have only recently commenced business operations, we face a high risk of business failure.

 

We are a development stage company.  All of our efforts to date have related to developing our business plan and related activities.  We have not earned any revenues as of the date of this prospectus, and thus face a high risk of business failure.

 

Because we have a limited operating history, our business is difficult to evaluate.

 

We were formed in August 2010 and have a limited operating history.  An investor in our common stock must consider the risks and difficulties frequently encountered by early stage companies in new and rapidly evolving markets.  We expect our operating expenses to increase significantly, especially in the areas of development, marketing and promotion.  As a result we will need to increase our revenue to remain profitable.  If our revenue does not grow as expected or increases in our expenses are not in line with forecasts, there could be a material adverse effect on our business, results of operations and financial condition.

 

We may be unable to attract and retain experienced management.

 

We currently have one director, Alex P.Y. Wong, and two officers.  We are currently assembling a full time team in China and Hong Kong to devote to our future operations.  The China Team will consist of a Chief Operating Officer, a Chief Technology Officer, and a Chief Information Officer.  No assurance can be given that we will be successful in recruiting valued team members.

 

We currently have two officers and one director, neither of whom have qualifications to be a financial accounting advisor, there may not be effective disclosure and accounting controls to comply with applicable laws and regulations which could result in fines, penalties and assessments against us.

 

Currently we have two officers and one director.  The director, Mr. Alex P.Y. Wong, has no formal qualification in financial accounting.  Mr. Wong is currently responsible for our managerial and organizational structure which will include preparation of disclosure and accounting controls under the Sarbanes Oxley Act of 2002.  While Mr. Wong has no formal training in financial accounting matters, he has been preparing the financial statements that have been audited and reviewed by our auditors and included in this prospectus.  When the disclosure and accounting controls referred to above are implemented, he will be responsible for the administration of them.  Should he not have sufficient experience, he may be incapable of creating and implementing the controls which may cause us to be subject to sanctions and fines by the SEC which ultimately could cause you to lose your investment.  However, because of the small size of our expected operations, we believe that he will be able to monitor the controls he will have created and will be accurate in assembling and providing information to investors.  In addition, a qualified Chief Finance Officer is expected to be hired immediately following the completion of this offering.

 

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If Alex P.Y. Wong, our sole director, should resign or die, we will not have a chief executive officer which should ensure un-interrupted operations.  A full board of directors will be in place before any receipt of fund.

 

Alex P.Y. Wong is currently one of two officers and our sole director.  We are currently dependent upon him to conduct our operations.  If he should resign or die we will not have a Chief Executive Officer.  A full-size board of directors, consisting of three directors, together with a Finance Officer who will be a qualified accountant, will be added immediately following this offering.  No assurances can be given that we will be successful in attracting board members or additional officers.

 

We do not have insurance to cover any and all losses incurred in our business operations.

 

We do not maintain any insurance and do not intend to maintain insurance in the future.  Because we do not have any insurance, if we are made a party to a liability action, we may not have sufficient funds to defend the litigation.  In that event, a judgment could be rendered against us that could cause us to cease operations.

 

If the Company does not generate sales in a timely manner, the Company may run out of cash.

 

The Company’s business plan is dependent on sales of membership fees from employers operating in China and the Company anticipates that such sales will commence in the third quarter of 2011.  The Company will hire staff and incur recurring expenses and plans to increase staffing and expense levels in anticipation of revenues assuming proceeds from this Offering make such expenditures feasible.  In the event that revenues do not occur in a timely manner, the Company will need to dramatically reduce costs and may run out of cash.

 

The Company’s results may fluctuate significantly from projections.

 

The Company’s anticipated revenues are based on projections, and results may vary widely from such projections.

 

The Company’s has an uncertain ability to meet future cash needs.

 

It is likely the Company will need additional financing in the future, either as a result of adverse developments, or as a result of rapid growth or volatility in business levels or business conditions.  If such financing is unavailable, it could have a serious adverse effect on the Company’s ability to survive.

 

Risks associated with doing business in China:

 

Currency fluctuations and government control of currency conversion may adversely affect our financial condition and results of operations.

 

Our reporting currency is the U.S. dollar and our operations in China use Renminbi (“RMB”) in its operations.  RMB currently is not a freely convertible currency.  A portion of our

 

12



 

revenues must be converted into other currencies to meet our foreign currency obligations including, among others, legal and accounting fees, payment of dividends declared, if any, in respect of our common stock.  Up to now, restrictions on currency exchange may not limit our ability to utilize our revenues effectively because our expenses are primarily in RMB.  We are also subject to the effects of exchange rate fluctuations with respect to any foreign currency utilized by us in our operations.  It is possible that the Chinese government could adopt a more flexible currency policy, which could result in more significant fluctuation of RMB against the U.S. dollar.

 

For our Hong Kong operation, we will use the Hong Kong dollar which is pegged to the U.S. Dollar.  The Hong Kong Dollar is freely convertible to other currencies including U.S. Dollars.  Having an office in Hong Kong may provide us with a platform to exchange RMB in accordance with PRC RMB administrative policies in the future.

 

Restrictions on currency exchange may limit our ability to receive and use our revenues effectively.

 

The majority of our revenues will be settled in RMB and, any future restrictions on currency exchanges may limit our ability to use revenue generated in RMB to fund future business activities outside China or to pay dividends or make other payments in U.S. dollars.  Although the Chinese government introduced regulations in 1996 to allow greater convertibility of the RMB for account transactions, significant restrictions still remain, including the restriction that foreign-invested enterprises may only buy, sell or remit foreign currencies after providing valid commercial documents, at government designated banks in China authorized to conduct foreign exchange business.  In addition, conversion of RMB for capital account items, including direct investment and loans, is subject to governmental approval in China, and companies are required to open and maintain separate foreign exchange accounts for capital account items.  We cannot be certain that the Chinese regulatory authorities will not impose more stringent restrictions on the convertibility of the RMB.

 

Our Hong Kong based operations will be paid in Hong Kong Dollars which is freely convertible to most currencies around the globe.  We believe that the use of Hong Kong banking and collection/settlement service can well serve the Hong Kong based operations as an effective channel between Mainland China and the rest of the world.

 

Our business is largely subject to the uncertain legal environment in China and your legal protection could be limited.

 

The Chinese legal system is a civil law system based on written statutes.  Unlike common law systems, it is a system in which precedents set in earlier legal cases are not generally used.  The overall effect of legislation enacted over the past 20 years has been to enhance the protections afforded to foreign invested enterprises in China.  However, these laws, regulations and legal requirements are relatively recent and are evolving rapidly, and their interpretation and enforcement involve uncertainties.  These uncertainties could limit the legal protections available to foreign shareholders, such as the right of foreign invested enterprises to hold licenses and permits such as requisite business licenses.  Because our officers and director reside outside of the United States, it may be difficult, if not impossible, to acquire jurisdiction over those persons

 

13



 

if a lawsuit is initiated against us and/or our officers and director by a shareholder or group of shareholders in the United States.  Also, because our officers and director will likely be residing in the PRC at the time such a suit is initiated, achieving service of process against such persons will be extremely difficult.  Furthermore, because the majority of our assets will be located in the PRC it will also be extremely difficult to access those assets to satisfy an award entered against us in United States court.  Moreover, we have been advised that the PRC does not have treaties with the United States providing for the reciprocal recognition and enforcement of judgments of courts.

 

Adverse changes in political and economic policies of the PRC government could impede the overall economic growth of China, which could reduce the demand for our service and damage our business.

 

We conduct most of our operations and generate our revenue in China.  Accordingly, our business, financial condition, results of operations and prospects are affected significantly by economic, political and legal developments in China.  The PRC economy differs from the economies of most developed countries in many respects, including:

 

·                  the higher level of government involvement;

·                  the early stage of development of the market-oriented sector of the economy;

·                  the rapid growth rate;

·                  the higher level of control over foreign exchange; and

·                  the allocation of resources.

 

As the PRC economy has been transitioning from a planned economy to a more market-oriented economy, the PRC government has implemented various measures to encourage economic growth and guide the allocation of resources.  While these measures may benefit the overall PRC economy, they may also have a negative effect on us.

 

Although the PRC government has in recent years implemented measures emphasizing the utilization of market forces for economic reform, the PRC government continues to exercise significant control over economic growth in China through the allocation of resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and imposing policies that impact particular industries or companies in different ways.

 

Any adverse change in the economic conditions or government policies in China could have a material adverse effect on the overall economic growth and the level of new construction investments and expenditures in China, which in turn could lead to a reduction in demand for our services and consequently have a material adverse effect on our business and prospects.

 

Risks associated with this offering:

 

The Offering Price of the Shares is arbitrary.

 

The price of the Shares has been determined arbitrarily by the Company and bears no relationship to the Company’s assets, book value, potential earnings or any other recognized criteria of value.

 

14



 

The Company has a lack of dividend payments.

 

The Company has no plans to pay any dividends in the foreseeable future.

 

Certain Company actions and the interests of stockholders may differ.

 

The voting control of the Company could discourage others from initiating a potential merger, takeover or another change of control transaction that could be beneficial to stockholders.  As a result, the value of stock could be harmed.  Purchasers should become familiar with the equity breakdowns among stockholders of the Company set forth in.

 

Purchasers will experience immediate and substantial book value dilution.

 

The price of the Shares offered hereunder is expected to be substantially higher than the net tangible book value of each outstanding share of stock.  Investors who purchase Shares in this Offering will suffer immediate and substantial dilution.

 

Because we do not have an escrow or trust account for your subscription, if we file for bankruptcy protection or are forced into bankruptcy, or a creditor obtains a judgment against us and attaches the subscription, or our officers or director misappropriates the funds for his own use, you may lose your investment.

 

Your funds will not be placed in an escrow or trust account.  Accordingly, if we file for bankruptcy protection or a petition for involuntary bankruptcy is filed by creditors against us, your funds will become part of the bankruptcy estate and administered according to the bankruptcy laws.  If a creditor sues us and obtains a judgment against us, the creditor could garnish the bank account and take possession of the subscriptions.  As such, it is possible that a creditor could attach your subscription which could preclude or delay the return of money to you.  Additionally, our board of directors could withdraw the funds without your knowledge for their own use.  If that happens, you may lose your investment and your funds will be used to pay creditors.

 

To counter the above-mentioned risk, we will require two signatures, one from our sole director and another from any one officer of the Company, for any financial transaction.

 

The Company is selling the shares offered in this prospectus without an underwriter and may not be able to sell any of the shares offered herein.

 

The common shares are being offered on our behalf by Alex P.Y. Wong, president of the Company, on a best-efforts basis.  No broker-dealer has been retained as an underwriter and no broker-dealer is under any obligation to purchase any common shares.  There are no firm commitments to purchase any of the shares in this offering.  Consequently, there is no guarantee that the Company, through its president, is capable of selling all, or any, of the common shares offered hereby.

 

Because Alex P.Y. Wong, our current officers and director will own more than 50% of the outstanding shares after this offering, he will retain control of us and be able to decide

 

15



 

who will be directors and you may not be able to elect any directors which could decrease the price and marketability of the shares.

 

Even if we sell all 1,000,000 shares of common stock in this offering, Alex P.Y. Wong will still own 10,000,000 shares of our common stock and will continue to control us.  As a result, after completion of this offering, regardless of the number of shares we sell, Mr. Alex P.Y. Wong will be able to elect all of our directors and control our operations, which could decrease the price and marketability of the shares.

 

Certain of our existing shareholders have substantial influence over our company, and their interests may not be aligned with the interests of our other shareholders.

 

Our director, Alex P.Y. Wong owns approximately 71.43% (after the maximum number of shares has been subscribed) of our outstanding voting securities.  As a result, he has significant influence over our business, including decisions regarding mergers, consolidations, liquidations and the sale of all or substantially all of our assets, election of directors and other significant corporate actions.  This concentration of ownership may also have the effect of discouraging, delaying or preventing a future change of control, which could deprive our stockholders of an opportunity to receive a premium for their shares as part of a sale of our company and might reduce the price of our shares.

 

Currently, there is no established public market for our securities, and there can be no assurances that any established public market will ever develop or that our common stock will be quoted for trading and, even if quoted, it is likely to be subject to significant price fluctuations.

 

Prior to the date of this prospectus, there has not been any established trading market for our common stock, and there is currently no established public market whatsoever for our securities.  A market maker will be asked to file an application with FINRA on our behalf so as to be able to quote the shares of our common stock on the OTCBB maintained by FINRA commencing upon the effectiveness of our registration statement of which this prospectus is a part and the subsequent closing of this offering.  There can be no assurance that the market maker’s application will be accepted by FINRA nor can we estimate as to the time period that the application will require.  We are not permitted to file such application on our own behalf.  If the application is accepted, there can be no assurances as to whether

 

(i)                                     any market for our shares will develop;

 

(ii)                                  the prices at which our common stock will trade; or

 

(iii)                               the extent to which investor interest in us will lead to the development of an active, liquid trading market.  Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders for investors.

 

In addition, our common stock is unlikely to be followed by any market analysts, and there may be few institutions acting as market makers for our common stock.  Either of these factors could adversely affect the liquidity and trading price of our common stock.  Until our common stock is fully distributed and an orderly market develops in our common stock, if ever, the price at which

 

16



 

it trades is likely to fluctuate significantly.  Prices for our common stock will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for shares of our common stock, developments affecting our business, including the impact of the factors referred to elsewhere in these Risk Factors, investor perception of PRC and general economic and market conditions.  No assurances can be given that an orderly or liquid market will ever develop for the shares of our common stock.

 

Because of the anticipated low price of the securities being registered, many brokerage firms may not be willing to effect transactions in these securities.  Purchasers of our securities should be aware that any market that develops in our stock will be subject to the penny stock restrictions.

 

Because the SEC imposes additional sales practice requirements on brokers who deal in our shares that are penny stocks, some brokers may be unwilling to trade them.  This means that you may have difficulty reselling your shares and this may cause the price of the shares to decline.

 

Our shares would be classified as penny stocks and are covered by Section 15(g) of the Securities Exchange Act of 1934 and the rules promulgated thereunder which impose additional sales practice requirements on brokers/dealers who sell our securities in this offering or in the aftermarket.  For sales of our securities, the broker/dealer must make a special suitability determination and receive from you a written agreement prior to making a sale for you.  Because of the imposition of the foregoing additional sales practices, it is possible that brokers will not want to make a market in our shares.  This could prevent you from reselling your shares and may cause the price of the shares to decline.

 

FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our stock.

 

FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer.  Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information.  Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers.  FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may have the effect of reducing the level of trading activity and liquidity of our common stock.  Further, many brokers charge higher transactional fees for penny stock transactions.  As a result, fewer broker-dealers may be willing to make a market in our common stock, which may limit your ability to buy and sell our stock.

 

Risks associated with the People’s Republic of China

 

Our business could be affected by changes in China’s economic, political or social conditions or government policies.

 

17



 

While the PRC economy has experienced significant growth in the past 30 years, growth has been uneven, both geographically and among various sectors of the economy.  The PRC government has implemented various measures to encourage economic growth and guide the allocation of resources.  Some of these measures benefit the overall PRC economy, but may also have a negative effect on our future business in China.

 

The PRC economy has been transitioning from a planned economy to a more market-oriented economy.  However, a substantial portion of the productive assets in China is still owned by the PRC government.  The continued control of these assets and other aspects of the national economy by the PRC government could materially and adversely affect our business.  For example, the PRC government could determine to limit the extent to which government controlled entities may use private sector businesses such as ours to serve their human resource requirements.  In addition, the PRC government continues to play a significant role in regulating industry development by imposing industrial policies.  Efforts by the PRC government to slow the pace of growth in the Chinese economy could also result in reduced job growth and recruitment activity, which in turn could reduce demand for our human resource services.  Additionally, the PRC government could determine to more closely regulate the advertising, Internet content delivery or human resource industries, which could impose additional regulatory costs and burdens on us.

 

Currency fluctuations and government control of currency conversion may adversely affect our financial condition and results of operations.

 

Our reporting currency is the U.S. dollar and our operations in China use their local currency as their functional currencies.  We will receive substantially most of our revenues in RMB, which currently is not a freely convertible currency.  A portion of these revenues must be converted into other currencies to meet our foreign currency obligations including, among others, legal and accounting fees, payment of dividends declared, if any, in respect of our ordinary shares.  Up to now, restrictions on currency exchange may NOT limit our ability to utilize our revenues effectively because our expenses are usually in RMB.  We are also subject to the effects of exchange rate fluctuations with respect to any of these currencies.  It is possible that the PRC government could adopt a more flexible currency policy, which could result in more significant fluctuation of RMB against the U.S. dollar.

 

For HK operations, Hong Kong Dollar is pegged with US Dollars and our Hong Kong Dollar is freely convertible to other currencies including US Dollars.  Having a HK service base may well be positioned for the opening up of PRC RMB administrative policies in the future, providing a platform for fund repatriation outside of PRC, including dividend payments.

 

Restrictions on currency exchange may limit our ability to receive and use our revenues effectively.

 

The majority of our revenues will be settled in RMB and, any future restrictions on currency exchanges may limit our ability to use revenue generated in RMB to fund any future business activities outside China or to make dividend or other payments in U.S. dollars.  Although the PRC government introduced regulations in 1996 to allow greater convertibility of the RMB for current account transactions, significant restrictions still remain, including

 

18



 

primarily the restriction that foreign-invested enterprises may only buy, sell or remit foreign currencies after providing valid commercial documents, at those banks in China authorized to conduct foreign exchange business.  In addition, conversion of RMB for capital account items, including direct investment and loans, is subject to governmental approval in China, and companies are required to open and maintain separate foreign exchange accounts for capital account items.  We cannot be certain that the Chinese regulatory authorities will not impose more stringent restrictions on the convertibility of the RMB.

 

The HK based operation will be paid in Hong Kong Dollars which is freely convertible to most currencies around the globe.  We believe that the use of Hong Kong banking and collection/settlement service can well serve the Hong Kong base as an effective channel between Mainland China and the rest of the world.

 

Our business is largely subject to the uncertain legal environment in China and your legal protection could be limited.

 

The Chinese legal system is a civil law system based on written statutes.  Unlike common law systems, it is a system in which precedents set in earlier legal cases are not generally used.  The overall effect of legislation enacted over the past 30 years has been to enhance the protections afforded to foreign invested enterprises in China.  However, these laws, regulations and legal requirements are relatively recent and are evolving rapidly, and their interpretation and enforcement involve uncertainties.  These uncertainties could limit the legal protections available to foreign shareholders, such as the right of foreign invested enterprises to hold licenses and permits such as requisite business licenses.  Because our officers and director reside outside of the United States, it may be difficult, if not impossible, to acquire jurisdiction over those persons if a lawsuit is initiated against us and/or our officers and director by a shareholder or group of shareholders in the United States.  Also, because our officers and director will likely be residing in the PRC at the time such a suit is initiated, achieving service of process against such persons will be extremely difficult.  Furthermore, because the majority of our assets will be located in the PRC it will also be extremely difficult to access those assets to satisfy an award entered against us in United States court.  Moreover, we have been advised that the PRC does not have treaties with the United States providing for the reciprocal recognition and enforcement of judgments of courts.

 

PRC laws and regulations governing operators of Internet websites and operators of human resource services are unclear and the regulation of the telecommunications, human resource services and Internet industries may become more burdensome.

 

The interpretation and application of existing PRC laws and regulations, the stated positions of the main governing authorities, the PRC Ministry of Industry and Information Technology (“MIIT”) and the PRC Ministry of Human Resource and Social Security (“MHRSS”), and the possibility of new laws or regulations being adopted, have created significant uncertainty regarding the legality of existing and future foreign investments in Internet operations and human resource services, including our company.  In addition, PRC government regulations of the telecommunications, human resource services and Internet industries are burdensome and may become even more so.  New regulations could increase our

 

19



 

costs of doing business and prevent us from efficiently delivering our services.  Our failure to comply with applicable PRC laws and regulations could subject us to severe sanctions.

 

SHOULD ONE OR MORE OF THE FOREGOING RISKS OR UNCERTAINTIES MATERIALIZE, OR SHOULD THE UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY DIFFER SIGNIFICANTLY FROM THOSE ANTICIPATED, BELIEVED, ESTIMATED, EXPECTED, INTENDED OR PLANNED.

 

FORWARD-LOOKING STATEMENTS

 

This Prospectus contains certain forward-looking statements regarding management’s plans and objectives for future operations including plans and objectives relating to our planned marketing efforts and future economic performance.  The forward-looking statements and associated risks set forth in this Prospectus include or relate to, among other things, (a) our projected sales and profitability, (b) our growth strategies, (c) anticipated trends in our industry, (d) our ability to obtain and retain sufficient capital for future operations, and (e) our anticipated needs for working capital.  These statements may be found under “Management’s Discussion and Analysis or Plan of Operations” and “Business,” as well as in this Prospectus generally.  Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under “Risk Factors” and matters described in this Prospectus generally.  In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this Prospectus will in fact occur.

 

The forward-looking statements herein are based on current expectations that involve a number of risks and uncertainties.  Such forward-looking statements are based on assumptions that we will be able to keep up with industry techniques and standards, that there will be no material adverse competitive or technological change in conditions in our business, that demand for our products will significantly increase, that our officers will remain employed as such, that our forecasts accurately anticipate market demand, and that there will be no material adverse change in our operations or business or in governmental regulations affecting us or our manufacturers and/or suppliers.  The foregoing assumptions are based on judgments with respect to, among other things, future economic, competitive and market conditions, and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control.  Accordingly, although we believe that the assumptions underlying the forward-looking statements are reasonable, any such assumption could prove to be inaccurate and therefore there can be no assurance that the results contemplated in forward-looking statements will be realized.  In addition, as disclosed elsewhere in the “Risk Factors” section of this Prospectus, there are a number of other risks inherent in our business and operations which could cause our operating results to vary markedly and adversely from prior results or the results contemplated by the forward-looking statements.  Growth in absolute and relative amounts of cost of goods sold and selling, general and administrative expenses or the occurrence of extraordinary events could cause actual results to vary materially from the results contemplated by the forward-looking statements.  Management decisions, including budgeting, are subjective in many respects and periodic revisions must be made to reflect actual conditions and business developments, the impact of which may cause us to alter marketing, capital investment and other expenditures, which may also materially adversely affect our results of operations.  In light of

 

20



 

significant uncertainties inherent in the forward-looking information included in this prospectus, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives or plans will be achieved.

 

Some of the information in this prospectus contains forward-looking statements that involve substantial risks and uncertainties.  Any statement in this prospectus and in the documents incorporated by reference into this prospectus that is not a statement of an historical fact constitutes a “forward-looking statement.”  Further, when we use the words “may”, “expect”, “anticipate”, “plan”, “believe”, “seek”, “estimate”, “internal”, and similar words, we intend to identify statements and expressions that may be forward-looking statements.  We believe it is important to communicate certain of our expectations to our investors.  Forward-looking statements are not guarantees of future performance.  They involve risks, uncertainties and assumptions that could cause our future results to differ materially from those expressed in any forward-looking statements.  Many factors are beyond our ability to control or predict.  You are accordingly cautioned not to place undue reliance on such forward-looking statements.  Important factors that may cause our actual results to differ from such forward-looking statements include, but are not limited to, the risk factors discussed below.  Before you invest in our common stock, you should be aware that the occurrence of any of the events described under “Risk Factors” in this prospectus could have a material adverse effect on our business, financial condition and results of operation.  In such a case, the trading price of our common stock could decline and you could lose all or part of your investment.

 

With respect to the sale of unregistered securities referenced above, all transactions were exempt from registration pursuant to Section 4(2) of the Securities Act of 1933 (the “1933 Act”).  In each instance, the purchaser had access to sufficient information regarding the Company so as to make an informed investment decision.

 

USE OF PROCEEDS

 

Our offering is being made on a self-underwritten $150,000 minimum, $250,000 maximum basis.  The table below sets forth the use of proceeds, if $150,000 or $250,000 of the offering is sold.

 

 

 

$150,000

 

$250,000

 

Gross proceeds

 

USD

150,000

 

USD

250,000

 

Offering Expenses

 

USD

51,865

 

USD

51,865

 

Net Proceeds

 

USD

98,135

 

USD

198,135

 

 

The net proceeds will be used as follows:

 

Staff Salary

 

USD

31,633

 

USD

39,940

 

Office Rental

 

USD

19,387

 

USD

63,695

 

Web Hosting and Software

 

USD

4,038

 

USD

8,885

 

Marketing & Promotion

 

USD

23,077

 

USD

37,923

 

Professional Services

 

USD

20,000

 

USD

20,000

 

 

21



 

Video Enhancements

 

USD

0

 

USD

27,692

 

 

Total offering expenses to be paid from the proceeds are $51,865.  They consist of approximately $42,608 for legal fees; $100 for printing of our prospectus; $7,128 for audit and accounting fees; $1,000 for state securities registration fees; $1,000 for our stock transfer agent services; and $29.03 for our SEC filing fee.

 

Upon the completion of this offering, we intend to immediately commence operating our website in Hong Kong which is not under PRC control regarding Internet Content — www.sinodaren.com and all the revenue collected will be in Hong Kong Dollars which is not under and administrative control by the Chinese government.  We shall also use the website to promote our business and solicit customers in Mainland China as well.

 

If we can raise the maximum amount of proceeds available under this offering, we shall commence operations in Beijing (the capital city of China) together with Hong Kong to demonstrate our service capabilities together with our multimedia features on our web portal. The Company is expecting the multimedia CV feature will be in high demand  by both  the employers and the job seekers. The employers can carry out second screening of job applicants before the interview round; and the job seekers can demonstrate their abilities in different aspects. This feature is considered to be particularly useful for job applicants from distant locations.

 

Our initial targeted employers/customers will be IT outsourcing, software, hi-tech manufacturer banking and finance.

 

Our initial targeted job applicants will be graduates, graduating students and participants from our university co-operations. These job applicants will be classified according to their job desire, academic/professional discipline, accredited professional skills, language abilities, preferred work locations and other desirable criterion.

 

Marketing and advertising will be focused on promoting our services to potential clients (employers).  The advertising campaign will include the design and printing of various sales materials.  The cost of developing the campaign is estimated to be between $23,077 and $37,923.

 

If we raise the maximum amount under this offering, we intend to commence operations in Beijing and Hong Kong. We may enter additional markets in China by ourselves or seek strategic partners.  In addition, we intend to hire up to 3 additional professional staff to handle projects in Beijing for our clients, together with a qualified Finance Officer to be based in Hong Kong.

 

Working capital is the cost related to operating our office.  It is comprised of expenses for rent, telephone service, mail, stationary, accounting, acquisition of office equipment and supplies, expenses of filing reports with the SEC, travel, and general working capital.

 

If the minimum proceeds are obtained from this offering are operations may be limited to Hong Kong where we would share an office with another business.  If we are able to obtain the maximum proceeds from this offering and if we obtain all the regulatory requirements to operate

 

22



 

in Beijing, we will be able to locate our business in private facilities which will allow us to attract more job applicants and more corporate membership to develop high demand HR business in Hong Kong and Beijing.

 

DETERMINATION OF OFFERING PRICE

 

The price of the shares we are offering was arbitrarily determined in order for us to raise up to a total of $250,000 in this offering.  The offering price bears no relationship whatsoever to our assets, earnings, book value or other criteria of value.  Among the factors considered were:

 

·                  our lack of operating history

·                  the proceeds to be raised by the offering

·                  the amount of capital to be contributed by purchasers in this offering in proportion to the amount of stock to be retained by our existing stockholders, and

·                  our relative cash requirements.

 

DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES

 

Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering.  Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets.  Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered.  Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders.

 

As of January 31, 2011, the net tangible book value of our shares of common stock was a deficit of ($35,960) or approximately ($0.002766) per share based upon 13,000,000 shares outstanding.

 

If 100% of the Shares (1,000,000 shares) Are Sold:

 

Upon completion of this offering, in the event all of the shares are sold, the net tangible book value of the 14,000,000 shares to be outstanding will be $162,175 or approximately $0.011584 per share.  The net tangible book value of the shares held by our existing stockholders will be increased by $0.01435 per share without any additional investment on their part.  You will incur an immediate dilution from $0.25 per share to $0.011584 per share.

 

After completion of this offering, if 1,000,000 shares are sold, you will own approximately 7.14% of the total number of shares then outstanding for which you will have made a cash investment of $250,000, or $0.25 per share.  Our existing stockholders will own approximately 92.86% of the total number of shares then outstanding, for which they have made contributions of cash totaling $13,000.00 or $0.001 per share.

 

23



 

If the Minimum Number of the Shares (600,000 shares) Are Sold:

 

Upon completion of this offering, in the event 600,000 shares are sold, the net tangible book value of the 13,600,000 shares to be outstanding will be $62,175, or approximately $0.004572 per share.  The net tangible book value of the shares held by our existing stockholders will be increased by $0.007338 per share without any additional investment on their part.  You will incur an immediate dilution from $0.25 per share to $0.004572 per share.

 

After completion of this offering, if 600,000 shares are sold, you will own approximately 4.41% of the total number of shares then outstanding for which you will have made a cash investment of $150,000, or $0.25 per share.  Our existing stockholders will own approximately 95.59% of the total number of shares then outstanding, for which they have made contributions of cash totaling $13,000.00 or approximately $0.001 per share.

 

The following table compares the differences of your investment in our shares with the investment of our existing stockholders.

 

Existing Stockholders if all of the Shares are Sold:

 

Price per share

 

$

0.001

 

Net tangible book value per share before offering

 

$

0.002766

 

Net tangible book value per share after offering after expenses

 

$

0.01158

 

Increase to present stockholders in net tangible book value per share after offering

 

$

0.011584

 

Capital contributions

 

$

13,000.00

 

Number of shares outstanding before the offering

 

13,000,000

 

Number of shares after offering assuming the sale of the maximum number of shares

 

14,000,000

 

Percentage of ownership after offering

 

92.86

%

 

Purchasers of Shares in this Offering if all Shares Sold (1,000,000 shares)

 

Price per share

 

$

0.25

 

Dilution per share

 

$

0.238

 

Capital contributions

 

$

250,000

 

Number of shares after offering held by public investors

 

1,000,000

 

Percentage of capital contributions by existing shareholders

 

4.94

%

Percentage of capital contributions by new investors

 

95.06

%

Percentage of ownership after offering

 

7.14

%

 

Purchasers of Shares in this Offering if 75% of Shares (750,000 shares) Sold

 

Price per share

 

$

0.25

 

Dilution per share

 

$

0.2428

 

Capital contributions

 

$

187,500

 

Number of shares after offering held by public investors

 

750,000

 

 

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Percentage of capital contributions by existing shareholders

 

6.48

%

Percentage of capital contributions by new investors

 

93.52

%

Percentage of ownership after offering

 

5.45

%

 

Purchasers of Shares in this Offering if 60% of Shares (600,000 shares - minimum) Sold

 

Price per share

 

$

0.25

 

Dilution per share

 

$

0.245

 

Capital contributions

 

$

150,000

 

Number of shares after offering held by public investors

 

600,000

 

Percentage of capital contributions by existing shareholders

 

7.980

%

Percentage of capital contributions by new investors

 

92.02

%

Percentage of ownership after offering

 

4.41

%

 

PLAN OF DISTRIBUTION; TERMS OF THE OFFERING

 

We are offering up to 1,000,000 shares of common stock on a self-underwritten basis, 600,000 shares minimum, 1,000,000 shares maximum basis.  The offering price is $0.25 per share.  Proceeds from this offering will be placed in a separate bank account at HSBC Hong Kong Account Bank Number: 004-813-515962-838 (USD).  The telephone number for HSBC Hong Kong Bank is +85222333388 (for overseas calls).  The proceeds will be maintained in this bank account until we receive a minimum of proceeds of $150,000 at which time we will remove all funds in the account and use the proceeds as set forth in the Use of Proceeds section of this prospectus.  This account is not an escrow, trust or similar account.  Your subscription will only be deposited in a separate bank account under our name.  It is merely a separate interest bearing savings account under our control where we have segregated your funds.  As a result, if we are sued for any reason and a judgment is rendered against us, your subscription could be seized in a garnishment proceeding and you could lose your investment, even if we fail to raise the minimum amount in this offering.  Further, if we file a voluntary bankruptcy petition or our creditors file an involuntary bankruptcy petition, our assets will be seized by the bankruptcy trustee, including your subscription, and used to pay our creditors.  If that happens, you will lose your investment, even if we fail to raise the minimum amount in this offering.  As a result, there is no assurance that your funds will be returned to you if the minimum offering is not reached.  Any funds received by us thereafter will immediately used by us.

 

If we do not receive the minimum amount of $150,000 within 270 days of the effective date of our registration statement, all funds in the account will be promptly returned to you and without a deduction of any kind.  If funds in the account are not sufficient to return to you your subscription in its entirety, funds from the account will be distributed to you and the other investors pro rata.  The SEC staff generally defines “promptly” as a period of up to three days.  We will return your funds to you in the form a cashier’s check sent Federal Express on the 271st day.  During the 270 day period, no funds will be returned to you.  You will only receive a refund of your subscription if we do not raise a minimum of $150,000 within the 270 day period referred to above.  There are no finders fee involved in our distribution.  You will not have the right to withdraw your funds during the offering.  You will only have the right to have your funds returned if we do not raise the minimum amount of the offering or there would be a change

 

25



 

in the material terms of the offering.  The following are material terms that would allow you to be entitled to a refund of your money:

 

·                  extension of the offering period beyond 270 days;

·                  change in the offering price;

·                  change in the minimum sales requirement;

·                  change to allow sales to affiliates in order to meet the minimum sales requirement; and

·                  change in the amount of proceeds necessary to release the proceeds held in the separate bank account.

 

If any of the above material changes occur, a new offering may be made by means of a post-effective amendment.

 

We will sell the shares in this offering through Alex P.Y. Wong, our sole director.  He will receive no commission from the sale of any shares.  He will not register as a broker-dealer under section 15 of the Securities Exchange Act of 1934 in reliance upon Rule 3a4-1.  Rule 3a4-1 sets forth those conditions under which a person associated with an issuer may participate in the offering of the issuer’s securities and not be deemed to be a broker/dealer.  The conditions are that:

 

1.             The person is not statutorily disqualified, as that term is defined in Section 3(a)(39) of the Act, at the time of his participation;

 

2.             The person is not compensated in connection with his participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities;

 

3.             The person is not at the time of their participation, an associated person of a broker/dealer; and,

 

4.             The person meets the conditions of Paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that he (A) primarily performs, or is intended primarily to perform at the end of the offering, substantial duties for or on behalf of the issuer otherwise than in connection with transactions in securities; and (B) is not a broker or dealer, or an associated person of a broker or dealer, within the preceding twelve (12) months; and (C) do not participate in selling and offering of securities for any Issuer more than once every twelve (12) months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).

 

We hereby confirm that Alex P.Y. Wong is not statutorily disqualified, is not being compensated, and is not associated with a broker/dealer.  He is and will continue to be our officer and director at the end of the offering and has not been during the last twelve months and is currently not a broker/dealer or associated with a broker/dealer.  He will not participate in selling and offering securities for any issuer more than once every twelve months.

 

Only after our registration statement is declared effective by the SEC, do we intend to advertise, and hold investment meetings in various states where the offering will be registered.  We will not utilize the Internet to advertise our offering.  Alex P.Y. Wong will distribute the

 

26



 

prospectus to potential investors at the meetings, to business associates and to his friends and relatives who are interested in us and a possible investment in the offering.  No shares purchased in this offering will be subject to any kind of lock-up agreement.

 

Management and affiliates thereof will not purchase shares in this offering to reach the minimum.

 

We intend to sell our shares in the states of New York and California, and outside the United States.

 

Section 15(g) of the Exchange Act - Penny Stock Rules

 

The Securities and Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks.  Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the OTC bulletin Board system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

 

Our shares are covered by Section 15(g) of the Securities Exchange Act of 1934, as amended, and Rules 15g-1 through 15g-6 and Rule 15g-9 promulgated thereunder.  They impose additional sales practice requirements on broker/dealers who sell our securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $2,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses).  While Section 15(g) and Rules 15g-1 through 15g-6 apply to broker/dealers, they do not apply to us.

 

Rule 15g-1 exempts a number of specific transactions from the scope of the penny stock rules.

 

Rule 15g-2 declares unlawful broker/dealer transactions in penny stocks unless the broker/dealer has first provided to the customer a standardized disclosure document.

 

Rule 15g-3 provides that it is unlawful for a broker/dealer to engage in a penny stock transaction unless the broker/dealer first discloses and subsequently confirms to the customer current quotation prices or similar market information concerning the penny stock in question.

 

Rule 15g-4 prohibits broker/dealers from completing penny stock transactions for a customer unless the broker/dealer first discloses to the customer the amount of compensation or other remuneration received as a result of the penny stock transaction.

 

Rule 15g-5 requires that a broker/dealer executing a penny stock transaction, other than one exempt under Rule 15g-1, disclose to its customer, at the time of or prior to the transaction, information about the sales persons compensation.

 

Rule 15g-6 requires broker/dealers selling penny stocks to provide their customers with monthly account statements.

 

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Rule 15g-9 requires broker/dealers to approve the transaction for the customer’s account; obtain a written agreement from the customer setting forth the identity and quantity of the stock being purchased; obtain from the customer information regarding his investment experience; make a determination that the investment is suitable for the investor; deliver to the customer a written statement for the basis for the suitability determination; notify the customer of his rights and remedies in cases of fraud in penny stock transactions; and, the FINRA’s toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.  The application of the penny stock rules may affect your ability to resell your shares.

 

Regulation M

 

Our officers and sole director, who will promote the shares, is aware that he is required to comply with the provisions of Regulation M, promulgated under the Securities and Exchange Act of 1934, as amended.  With certain exceptions, Regulation M precludes officers and/or directors, sales agents, any broker-dealers or other person who participate in the distribution of shares in this offering from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete.

 

Offering Period and Expiration Date

 

This offering will start on the date of this registration statement is declared effective by the Securities and Exchange Commission and continue for a period of 270 days, or sooner if the offering is completed or otherwise terminated by us.

 

We will not accept any money until this registration statement is declared effective by the Securities and Exchange Commission.

 

Procedures for Subscribing

 

Once the registration statement is declared effective by the Securities and Exchange Commission, if you decide to subscribe for any shares in this offering, you must:

 

1.             execute and deliver a subscription agreement

2.             deliver a check or certified funds to us for acceptance or rejection.

 

All checks for subscriptions must be made payable to Sino Daren Co. Limited.

 

Right to Reject Subscriptions

 

We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason.  All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions.  Subscriptions for securities will be accepted or rejected within 48 hours after we receive them.

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION OR PLAN OF OPERATION

 

The following discussion should be read in conjunction with, and is qualified in its entirety by, our financial statement, and certain other financial information included elsewhere in this prospectus.

 

We are a start-up corporation and we have not started operations or generated or realized significant revenues from our business operations.

 

The audit report includes an explanatory paragraph in relation to Sino Daren Co. Ltd.’s ability to continue as a going concern.

 

We believe that our HR Multimedia Web Portal is ready for operations subject to adequate funding.  We have completed market research that supports our business model.  Other than completion of this offering our only other source for cash is additional investments by existing shareholders.  Proceeds from this offering will allow us to implement our expansion plan and begin operations in the PRC.  Whether we raise the minimum or maximum amount in this offering, we believe that the proceeds will fund operations for a minimum of nine months.

 

To meet our need for cash we are attempting to raise money from this offering.  We believe that we will be able to raise enough money through this offering to commence full operations of our HR portal operations.  If after commencement of operations, we are unable to attract enough clients to utilize our services, we will need to find alternative sources for cash to maintain operations.  At the present time, we have not made any arrangements to raise additional cash, other than through this offering.  Currently China is going through a period of stable growth spreading from the coastal cities to inland cities, resulting in a high demand rate in number of organizations in particular from those inside the coastal cities due to the trend of experienced job seekers’ migration back to home cities and graduates desire to work in coastal cities after graduation, we therefore believe that we shall experience steady growth as we expand into other cities in the PRC due to the continuing growth of Internet users, both for job seekers and recruiters, and the cost effectiveness of Internet recruitment for attracting job seekers who is not local.

 

If we need additional cash and cannot raise it we will either have to maintain service in Hong Kong until we do raise the sufficient cash.  If we raise less than the maximum amount and we need more money we will have to revert to obtaining additional money as described in this paragraph.  Other than as described in this paragraph, we have no other financing plans but to contract additional projects from clients before full scale operation.

 

Plan of Operation

 

If we raise the minimum amount in this offering, we believe we can satisfy our cash requirements during the next nine months in Hong Kong only.  If we operate only in Hong Kong we do not expect to conduct additional market research, we do not expect to purchase additional equipment, and we do not expect to hire additional employees.

 

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Upon completion of our public offering, our specific goal is to profitably sell our HR Multimedia Portal services in Hong Kong and Beijing with a strong focus on providing our services to young PRC professional staff whether they have had traditional PRC University education or Hong Kong University education or students returning home from overseas.  We intend to accomplish the foregoing through the following milestones:

 

1.             Complete our public offering.  We believe this could take up to 270 days from the effective date of this prospectus.  Upon receipt of proceeds from this offering we will commence operations in Hong Kong and Beijing.  We intend to concentrate all of our efforts on raising as much capital as we can during this period.  Depending on the amount of funds raised, we shall introduce the video based CV portal application and then commence operation in Hong Kong and, depending upon the level of operations in Hong Kong we will open operations in Beijing.  We believe that our video based CV portal providing a short video of the candidate will shorten the gap between the potential employer and employee before any formal interview.  We believe that this feature will be attractive to our corporate members and our job seekers.

 

2.             After completing the offering, we will immediately begin to acquire the equipment we need to begin operations.  Acquiring the equipment will take up to 30 days.  The cost of equipment together with hosting will require $2,500 for a 12-month period.  We only intend to hire one web master as full time employee to manage this video based portal service.  Our sole director will handle our administrative duties.  A detailed breakdown of the cost of operating our office is set forth in the Use of Proceeds section of this prospectus.  At the same time, we shall commence our campus operations inside selected universities in Beijing and Hong Kong.  The number of universities that we will be able to operate in will depend on the amount of funds available to us.

 

3.             Approximately 45 days after we have completed our public offering, we intend to promote the HR multimedia portal service to trade associations in Hong Kong, in particular for those corporations who have requirements to establish or manage business in Mainland China.  To start, we shall collect information from candidates who have strong interests to work in Mainland China, especially for those mainlanders who are finishing university/college study in Hong Kong.  We believe that it will cost a minimum of $5,000 for our marketing campaign.  If we raise the maximum amount of proceeds from the offering, we will devote an additional $8,000 to our marketing programs covering Hong Kong and Beijing.  Marketing is an ongoing matter that will continue during the life of our operations.

 

4.             Within 90 days from the initial launch of our marketing program, we believe that we will begin generating revenue from our membership services.

 

In summary, we will implement our business plan and expect to engage job applicants and corporate employers within 45 days of completing our offering.

 

If we are unable to negotiate suitable terms with clients to enable us to provide the above-mentioned video based HR portal services, or if we are unable to attract clients to use our video based HR portal, we may have to suspend or cease operations.

 

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If we cannot raise funds or generate sufficient revenues to commence full scale HR portal operations, we will not commence full scale HR portal even in Hong Kong.  If we cannot commence HR portal operations, we shall maintain under customer project mode until a suitable timing has arrived.

 

Limited operating history; need for additional capital

 

There is no historical financial information about us upon which to base an evaluation of our performance.  We are in start-up operations and have not generated revenues.  We cannot guarantee we will be successful in our business operations.  Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

 

To become profitable and competitive, we have to engage clients and generate revenues from the sale of our advisory services.  We are seeking equity financing to provide for the capital required to implement our operations.

 

We have no assurance that future financing will be available to us on acceptable terms.  If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations.  Equity financing could result in additional dilution to existing shareholders.

 

Results of operations

 

From Inception on August 4, 2010 to January 31, 2011

 

Since inception, we incorporated the Company, hired an attorney for the preparation of this registration statement.  We have prepared an internal business plan.  We have reserved the domain name www.sinodaren.com.  Our loss during the period from inception to January 31, 2011 is $48,960 all of which is for the general and administrative expenses.  We have not started our proposed business operations and will not do so until we have completed this offering.

 

Since inception, we sold 13,000,000 shares of common stock to our officers and director and to three other shareholders in consideration of $13,000.00.

 

Liquidity and capital resources

 

As of the date of this prospectus, we have yet to generate any revenues from our business operations.

 

On January 28, 2011, we issued 10,000,000 restricted shares of common stock to Alex P.Y. Wong’s company, our sole director in consideration of $10,000.00; 1,000,000 shares of common stock to Chuang Yi Hong Kong Consulting Company Limited in consideration of $1,000; and, 1,000,000 shares of common stock to Frank & Fox Company Limited in consideration of $1,000; and 1,000,000 shares of common stock to Victory Innovation Limited in consideration of $1,000.  The foregoing was accounted for as a sale of common stock.

 

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As of January 31, 2011, our total assets were $13,000 and our total liabilities were $48,960.  As of February 1, 2011, we had cash of $Nil.

 

BUSINESS

 

General

 

We were incorporated in the State of Nevada on August 4, 2010.  We have not started operations.  We intend to provide a HR web portal service to corporate employers seeking human resources in the PRC, Hong Kong and Macau.  We have not generated any revenues and our operations have been limited to the development of a business plan, conducting market research, collecting 100,000 potential candidates seeking employment in PRC, Hong Kong or Macau, developing the multimedia HR portal, developing strategic relationships with universities for the establishment of campus training/evaluation facilities and the design of corporate logo and identity frameworks for the preparation of operation commencement.

 

We maintain our statutory registered agent’s office at 3773 Howard Hughes Parkway Suite 400 North, Las Vegas, NV 89169, USA.  Our business office is located at Office B, 5th Floor, China Harbour Building, 370, King’s Road, North Point, Hong Kong.  Our telephone number is +85228156986.  Our U.S. correspondence address is 228 Park Ave. S., #59807, New York, NY 10003, USA.

 

We have no plans to change our planned business activities or to combine with another business, and we are not aware of any events or circumstances that might cause these plans to change.  We have not begun operations and will not begin operations until we have completed this offering.  Our plan of operation is prospective and there is no assurance that we will ever begin operations.

 

Our Strategy

 

We intend to establish a China country-wide web portal business providing services to corporations who require human resources in Mainland China, Hong Kong and Macau.  At the outset, Mr. Alex P.Y. Wong, our sole director, will be responsible for overseeing our business and implementing our business plan.  Mr. Wong has experience focusing on these issues both for marketing and technical implementation of internet based portal.  Further, Mr. Wong’s general business skills provide the basis for successfully implementing our business plan.  However, in the event that Mr. Wong does not believe that he is qualified to provide large scale HR operations, related to complex issues, then we will hire others who may provide such services.

 

Our philosophy will be to assist employers whether they are Chinese or foreign to recruit employees for their current and future business in Mainland China and/or Hong Kong and Macau.  With the strong growth of business interests in Mainland China, we believe the market will support a web based HR multimedia service portal.  Taking a vertical market approach is to address the needs of selected industry (IT outsourcing and financial services have been selected initially), we shall provide in-depth analysis and even accreditation programs for potential candidates of the specific industry so that direct recruitment expenses can be managed and even minimized for our corporate members.

 

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By approaching university students and recent graduates, we will obtain direct information of the skills of recent graduates that may be available to corporations.  Our web portal will allow the students and recent graduates to describe their respective skills for review by corporations seeking qualified candidates having identified skills.  We will work with the universities to identify skills that are valued by potential employers for further development at the universities.

 

At one end, we are assisting job applicants to prepare themselves for a specific industry.  On the other hand, we are providing sources of candidates for corporations looking for employees.  In the case a corporate employer requires customized recruitment and assessment programs, our operation can be adjusted to meet their needs as well.

 

Target Market

 

We intend to target individuals and corporations, who are looking for jobs and recruiting professional staff in Mainland China, Hong Kong and Macau.  We consider this to be a huge market and therefore decided to commence operations for companies in Hong Kong and then North China including Beijing before expanding to Southern China, and the middle and western parts of China.  Our initial geographic coverage is primarily due to the large concentration of universities and employers in these cities prior to expanding to new areas of the PRC.

 

For employers, initially we shall be targeting IT Outsourcing and Finance industries.  These selected industries often require large quantity of candidates for their operation and often demand less industry experience to satisfy quantity demand for their operations.

 

For job applicants, we are targeting at fresh graduates and candidates with one to three years of work experience.  This group most prefer internet recruitment due to internet penetration inside Chinese universities; and for being the largest internet user group out of China’s huge internet population of 384 million as at the end of 2010 (according to Reuters report).

 

In essence, we are targeting corporations with high repetitive demand and in huge volume.  This way, using an HR service portal will be the most cost effective methodology for recruiters in Mainland China.

 

Regulatory Requirements

 

Operating inside Mainland China, we need to pursue special licensing or regulatory approvals before establishing or delivering our intended services.  The PRC regulates Internet media and human resources.  The two areas are considered as regulated business which require professional license in addition to the standard business license approval process and are regulated by two different Ministries, namely Ministry of Industry & Information — requiring a professional license for commercial internet content operation; and Ministry of Human Resources and Social Benefits — requiring a professional license for HR operations which require qualified personnel as full-time employees of the operating company.  If new government regulations, laws, or licensing requirements are passed that would cause us to restrict or eliminate delivery of any of our intended services, then our business would suffer.  Presently, to the best of our knowledge, no such regulations, laws, or licensing requirements exist or are likely

 

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to hinder any of our intended operations in the near future and that would reasonably be expected to have a material impact on or sales, revenues, or income from our business operations.

 

We intend to obtain the above-mentioned licenses from both ministries and we have all the required licenses to operate such HR portal in Hong Kong, with Hong Kong being a part of PRC but under a different administrative jurisdiction.

 

Marketing

 

Initially, our services will be promoted among trade associations of the targeted vertical markets.  By offering unique features such as CV video, practical skill evaluations and certificate vetting, together with special promotion, we believe we will attract an initial group of corporate membership directly from trade association referrals.  We also anticipate utilizing several traditional marketing tactics in our attempt to make our services known to corporations and attract clientele.  These marketing activities will be designed to inform potential clients about the benefits of using our services and will include:  development and distribution of marketing literature; direct mail and email; advertising; promotion of our web site; and industry analyst relations.

 

The Human Resources Industry in China

 

The Internet recruitment market size of China in 2009 was RMB1.2 billion and this market is considered having substantial compound annual growth rate at 24% between 2009 and 2013.  It is expected that the market size of Internet recruitment market size in 2013 will reach RMB2.85 billion.

 

Current market share of three major internet recruitment portal to be www.51jobs.com, www.chinahr.com, and www.zhaopin.com.  Their respective market shares are 27.6%, 17.9% and 16.1% respectively.

 

Internet recruitment is being considered as one of the most cost effective method for corporations to tap into the large and geographically dispersed work force of Mainland China.  The trend of continuing increase of corporation adopting to internet recruitment due to the trend of continuous increase of China internet population to adopt internet recruitment as a prime channel for recruitment.  By 2013, it has been forecasted that there will be 82 million job seekers in China will be using internet recruitment together with 1.8 million corporations.

 

Revenue

 

Initially, we intend to generate revenue from the following sources:

 

1.             On-line Human Resources Database Fee — charge to corporations in form of membership fees for using our database with a limited download of candidate information under a specific search criterion;

 

2.             On-line Advertising Fee — charge to corporations who want to promote their corporate profile to recruit talents;

 

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3.             Consultancy Fee — charge to corporations who want to understand the human resources market in a particular region in China;

 

4.             Recruitment Fee — charge to corporations who want to conduct specific recruitment projects.  For example, campus recruitment to be conducted inside selected Universities in order to secure talents before graduation and at the same time offer specific training for selected candidates;

 

5.             Campus Operation Fee — charge to corporations who want to conduct simple operations inside selected Universities to evaluate potential candidates’ abilities over a period before formal acceptance;

 

6.             Students Service Fees — University graduates who want services related to interview skills, foreign language skill evaluation/improvement and even career development programs.  One major element will include video CV for candidates.

 

Although we are confident of our revenue generating services above, there is no assurance that we will be able to interest companies in our services.  If we do not, we will not generate revenue from our prospective business model.

 

Government Regulation

 

We do need to pursue or satisfy any special professional licensing or regulatory requirements before establishing or delivering our intended services other than the requisite business licenses.  The required professional licenses include Internet Content Provider License “ICP” from the Ministry of Industry and Information and HR Service License “HRS” from the Ministry of Human Resource and Social Benefits.  The mentioned professional licenses will have to be obtained and subsequently managed by our strategic partner in China and revenue sharing contracts will have to be in place before commencement of services.  The management of professional licenses are relatively straight-forward by following all the administrative advices and ensure all staff is professionally trained according to the responsible ministries.  There is usual a requirement to submit an annual administrative report describing the operation over the past 12 months.

 

If new government regulations, laws, or licensing requirements are passed, it could cause us to restrict or eliminate delivery of any of our intended services.  New regulations and licensing requirements may adversely affect our business.  For example, if we were required to obtain a government issued license for the purpose of providing consulting services, we could not guarantee that we would qualify for such license.  If a licensing requirement existed, and we were not able to qualify, our business will suffer.  Presently, to our knowledge, no regulations, laws, or licensing requirements exist or are likely to be implemented in the near future that are reasonably expected to have a material impact on our prospective sales, revenues, or income from our business operations.

 

Under PRC’s existing foreign exchange regulations, payments of current account items, including profit distributions, interest payments and expenditures from trade, may be made in foreign currencies without government approval, except for certain procedural requirements.  The Chinese government may, however, at its discretion, restrict access in the future to foreign

 

35



 

currencies for current account transactions and prohibit us from converting its RMB revenue into foreign currencies.  In addition, conversion of RMB for most capital account items, including direct investments, is subject to government approval in China, and companies are required to open and maintain separate foreign exchange accounts for capital account items.

 

Foreign Exchange Regulations

 

Under PRC’s existing foreign exchange regulations, payments of current account items, including profit distributions, interest payments and expenditures from trade, may be made in foreign currencies without government approval, except for certain procedural requirements.  The Chinese government may, however, at its discretion, restrict access in the future to foreign currencies for current account transactions and prohibit us from converting RMB revenue into foreign currencies.  In addition, conversion of RMB for most capital account items, including direct investments, is subject to government approval in China, and companies are required to open and maintain separate foreign exchange accounts for capital account items.

 

Competition

 

We compete with other HR portal companies of different sizes and capabilities.  We will not be differentiating ourselves from them, but merely competing with them.  The human resource market is large, but fragmented.  Our competitive position within the industry is negligible in light of the fact that we have not started our operations.  Older, well-established recruitment firms usually have other recruitment media such as newsletters and/or advertisements on newspapers which are considered to be costly to maintain, in particular on the management of existing work force, but is considered to be comprehensive by quality clientele at the present moment.

 

We expect to compete on the basis of quality of our services and data reliability on a pure internet environment by providing a speedy quality service over Internet.  At this time, our principal method competing will be our multimedia CV and extensive database analysis, together with our relationship among trade associations to secure initial membership orders.

 

Alex P.Y. Wong, our President, will be devoting most of his time to our operations including the development of strategic partnership in Hong Kong, Mainland China and Macau.

 

Individual customer projects will be used to demonstrate our ability to recruit and train candidates to satisfy customer requirements.

 

We do not believe that our business will be seasonal.

 

Insurance

 

We do not maintain any insurance and do not intend to maintain insurance in the future.  Because we do not have any insurance, if we are made a party to a liability action, we may not have sufficient funds to defend the litigation.  In that event, a judgment could be rendered against us that could cause us to cease operations.

 

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Employees

 

We are a development stage company and currently have no employees, other than our TWO officers.  We intend to hire additional employees on an as-needed basis.

 

Offices

 

Our business office is currently located at Office 5B, 5th Floor, China Harbour Building, 370, Kings Road, North Point, Hong Kong.  Our telephone number is +852 36119299.  We share our office from IT Training Quality & Certification Institute Limited, our partner in Hong Kong.  We intend to lease a office space from the commencement of HK operation, the monthly rental is estimated to be around US$2,000 per month.

 

MANAGEMENT

 

Officers and Directors

 

Our sole director will serve until his successor is elected and qualified.  Our officers are elected by the board of director to a term of one (1) year and serves until his successor is duly elected and qualified, or until he is removed from office.  The board of director has no nominating, auditing or compensation committees.

 

The name, address, age and position of our present officers and directors are set forth below:

 

Name and Address

 

Age

 

Position(s)

Wong Pui Yin Alex (Mr.)
1st Floor, Block C,
43, Happyview Terrace,
Happy Valley, Hong Kong

 

52

 

President, Treasurer, Chief Financial Officer, and sole member of the board of directors BEFORE the first receipt of fund.

 

 

 

 

 

Cheung Kwok Wo Eric (Mr.)
Suite 5B, 5th Floor,
China Harbour Building
370, Kings Road, North Point,

Hong Kong

 

35

 

Secretary

 

The person named above has held his offices/positions since inception of our company and is expected to hold his offices/positions until the next annual meeting of our stockholders.

 

Background of officers and directors

 

Since our inception, Alex P.Y. Wong has been our president, principal executive officer, treasurer, principal financial officer, principal accounting officer and sole member of the board of directors.  Since 1990, Mr. Wong has been working in the hi-tech business with strong focus in telecommunications for multi-national corporations inside Mainland China and was appointed in senior management positions for a number of Foreign Representative Offices and Joint

 

37



 

Ventures inside China.  Mr. Wong also served on the board of governors for the American Chamber of Commerce in Shanghai from 1997 to 1998.  During the 30-year career history of Mr. Wong he has worked for companies from four different continents and has had work experiences in five different countries, making Mr. Wong a true international manager who has in-depth understanding of both eastern and western culture.

 

The current position of Mr. Wong is the Chairman and CEO of Dalian CP Digital Technology Company  Limited, a technology company that specializes in education and recruitment services.  Mr. Wong has been the head of the company since 2003 and become a shareholder of the company since 2007.

 

Mr. Cheung Kwok Wo Eric is a professional accountant and tax advisor accredited by the Association of Chartered Certified Accountants of United Kingdom, Hong Kong Institute of Certified Public Accountants and The Taxation Institute of Hong Kong. Mr. Cheung has accounting and audit experiences for over 10 years, who will assist Mr. Wong on finance and accounting issues of the company in addition to his role as secretary since April 1, 2011.

 

Audit Committee Financial Expert

 

We do not have an audit committee financial expert.  We believe the cost related to retaining a financial expert at this time is prohibitive.  Further, because we have no operations, at the present time, we believe the services of a financial expert are not warranted.

 

Conflicts of Interest

 

The only conflict that we foresee are that our officers and sole director will devote time to projects that do not involve us.

 

EXECUTIVE COMPENSATION

 

The following table sets forth the compensation paid by us since our inception on August 4, 2010 through January 31, 2011 for our officers.  This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any.  The compensation discussed addresses all compensation awarded to, earned by, or paid or named executive officers.

 

Executive Officer Compensation Table

 

Name And
Principal Position

 

Year

 

Salary
(US$)

 

Bonus
(US$)

 

Stock
Awards
(US$)

 

Option
Awards
(US$)

 

Non-
Equity
Incentive
Plan
Compensation
(US$)

 

Nonqualified
Deferred
Compensation
Earnings
(US$)

 

All
Other
Compensation
(US$)

 

Total
(US$)

 

(a)

 

(b)

 

(c)

 

(d)

 

(e)

 

(f)

 

(g)

 

(h)

 

(i)

 

(j)

 

Alex P.Y. Wong

 

2010

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

Eric K.W. Cheung

 

2010

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

 

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We have no employment agreements with any of our officers.  We do not contemplate entering into any employment agreements until such time as we begin profitable operations.

 

The compensation discussed herein addresses all compensation awarded to, earned by, or paid to our named executive officers.

 

There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and directors other than as described herein.

 

Compensation of Directors

 

Our sole director is not compensated for his services as a director.  The board has not implemented a plan to award options to any directors.  There are no contractual arrangements with any member of the board of directors.  We have no director’s service contracts.

 

Director’s Compensation Table

 

Name

 

Fees
Earned
Or
Paid in
Cash
(US$)

 

Stock
Awards
(US$)

 

Option
Awards
(US$)

 

Non-Equity
Incentive Plan
Compensation
(US$)

 

Nonqualified
Deferred
Compensation
Earnings
(US$)

 

All Other
Compensation
(US$)

 

Total
(US$)

 

(a)

 

(b)

 

(c)

 

(d)

 

(e)

 

(f)

 

(g)

 

(h)

 

Alex P.Y. Wong

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

 

Long-Term Incentive Plan Awards

 

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.

 

Indemnification

 

Under our Articles of Incorporation and Bylaws of the Company, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest.  We may advance expenses incurred in defending a proceeding.  To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney’s fees.  With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order.  The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.

 

Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.

 

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PRINCIPAL STOCKHOLDERS

 

The following table sets forth, as of the date of this prospectus, the total number of shares owned beneficially by our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares.  The table also reflects what their ownership will be assuming completion of the sale of all shares in this offering.  The stockholders listed below have direct ownership of their shares and possesses sole voting and dispositive power with respect to the shares.

 

Name and Address Beneficial
Owner

 

Number of
Shares Before
the Offering

 

Percentage of
Ownership Before
the Offering

 

Number of Shares
After Offering
Assuming all of the
Shares are Sold

 

Percentage of
Ownership After the
Offering Assuming all
of the Shares are Sold

 

M&A International Holdings Company Limited [1]
Lot Number 343, D.D.4
11 Hung Shing Ye
Yung Shu Wan Lamma Island
Hong Kong SAR

 

10,000,000

 

76.93

%

10,000,000

 

71.44

%

 

 

 

 

 

 

 

 

 

 

All officers and directors as a group (1 person)

 

10,000,000

 

76.93

%

10,000,000

 

71.44

%

 

 

 

 

 

 

 

 

 

 

Chuang Yi Hong Kong Consulting Company Limited [2]
Suite B, 5th Floor
China Harbour Building
370, Kings Road
North Point,
Hong Kong SAR

 

1,000,000

 

7.69

%

1,000,000

 

7.14

%

 

 

 

 

 

 

 

 

 

 

Frank & Fox Company Limited [3]
Suite B, 5th Floor
China Harbour Building,
370, Kings Road,
North Point,
Hong Kong SAR

 

1,000,000

 

7.69

%

1,000,000

 

7.14

%

 

 

 

 

 

 

 

 

 

 

Victory Innovation Limited [4]
Suite 904, 9th Floor,
Lap Fai Building,
6-8, Pottinger Street,
Central,
Hong Kong SAR

 

1,000,000

 

7.69

%

1,000,000

 

7.14

%

 


[1]                             The person named above may be deemed to be a “parent” and “promoter” of our company, within the meaning of such terms under the Securities Act of 1933, as amended.  Alex P.Y. Wong is our only promoter.

 

[2]                             Ms. Yang Yu exercises share voting and/or dispositive powers with respect to Chuang Yi Hong Kong Consulting Company Limited.

 

[3]                             Mr. Wei Zhong Hong exercises share voting and/or dispositive powers with respect to Frank & Fox Company Limited.

 

[4]                             Ms. Lam Wai Ming and Mr. Duncan Wong exercises share voting and/or dispositive powers with respect to Victory Innovation Limited.

 

40



 

Future sales by existing stockholders

 

A total of 13,000,000 shares of common stock have been issued.  10,000,000 shares of common stock were issued to M&A International Holdings Company Limited for and on behalf of Mr. Alex P.Y. Wong, our sole director; 1,000,000 shares of common stock were issued to Chuang Yi Hong Kong Consulting Company Limited; 1,000,000 shares of common stock were issued to Frank & Fox Company Limited; and 1,000,000 shares of common stock were issued to Victory Innovation Limited.  All of the shares issued are restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act.  Under Rule 144, the shares can be publicly sold, subject to volume restrictions and restrictions on the manner of sale, commencing six months after their acquisition, provided we were not a shell company when the shares were issued.  Shares purchased in this offering, which will be immediately resalable, and sales of all of our other shares after applicable restrictions expire, could have a depressive effect on the market price, if any, of our common stock and the shares we are offering.

 

There is no public trading market for our common stock.  There are no outstanding options or warrants to purchase, or securities convertible into, our common stock.  There are four holders of record for our common stock.

 

DESCRIPTION OF SECURITIES

 

Common Stock

 

Our authorized capital stock consists of 75,000,000 shares of common stock, par value $0.001 per share.  The holders of our common stock:

 

·                  have equal ratable rights to dividends from funds legally available if and when declared by our board of directors;

·                  are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;

·                  do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and

·                  are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.

 

All shares of common stock now outstanding are fully paid for and non-assessable and all shares of common stock that are the subject of this offering, when issued, will be fully paid for and non-assessable.  We refer you to our Articles of Incorporation, Bylaws and the applicable

41



 

statutes of the State of Nevada for a more complete description of the rights and liabilities of holders of our securities.

 

Non-Cumulative Voting

 

Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors.  After this offering is completed, assuming the sale of all of the shares of common stock, present stockholder will own approximately 92.86% of our outstanding shares.

 

Cash Dividends

 

As of the date of this prospectus, we have not paid any cash dividends to stockholders.  The declaration of any future cash dividend will be at the discretion of our board of directors and will depend upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions.  It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

 

Preferred Stock

 

We are authorized to issue 25,000,000 shares of preferred stock with a par value of $0.001 per share.  The terms of the preferred shares are at the discretion of the board of directors.  Currently no preferred shares are issued and outstanding.

 

Anti-takeover provisions

 

There are no Nevada anti-takeover provisions that may have the affect of delaying or preventing a change in control.

 

Reports

 

After we complete this offering, we will not be required to furnish you with an annual report.  Further, we will not voluntarily send you an annual report.  We will be required to file reports with the SEC under section 15(d) of the Securities Act.  The reports will be filed electronically.  The reports we will be required to file are Forms 10-K, 10-Q, and 8-K.  You may read copies of any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 on official business days during the hours of 10:00 am to 3:00 pm.  You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  The SEC also maintains an Internet site that will contain copies of the reports we file electronically.  The address for the Internet site is www.sec.gov.

 

42



 

Stock transfer agent

 

Our stock transfer agent for our securities will be Action Stock Transfer Corporation, 7069 S. Highland Drive, Suite 300, Salt Lake City, Utah 84121.  Its telephone number is +1 801 274 1088.

 

CERTAIN TRANSACTIONS

 

On January 28, 2011, we issued a total of 10,000,000 shares of restricted common stock to M&A International Holdings Company Limited, in consideration of $10,000.

 

Further, Mr. Alex P.Y. Wong and his related company, Dalian CP Digital Technology Company Limited has advanced funds to us for our legal, audit, filing fees, general office administration and cash needs.  As of January 31, 2011, they advanced us $43,834.  The Company will reimburse them for these advances, however, there is no due date for the repayment of the funds advanced by them.  They will be repaid from the proceeds of this offering.   However the obligation to them not bear interest but repayable on demand; and there is no written agreement evidencing the advancement of funds by them or the repayment of the funds to them and their related parties.

EXPERTS

 

Our financial statements for the period from August 4, 2010 to January 31, 2011, included in this prospectus have been audited by Mazars CPA Limited.  Their report is given upon their authority as experts in accounting and auditing.

 

LEGAL MATTERS

 

The Law Office of Greenberg Traurig, LLP has passed on the legality of the shares being offered herein.

 

43



 

FINANCIAL STATEMENTS

 

Our fiscal year end is January 31 2011.  We will provide audited financial statements to our stockholders on an annual basis; the statements will be prepared by a firm of Certified Public Accountants.

 

Our financial statements for the period from inception to January 31, 2011 (audited), immediately follow:

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

F-1

Balance Sheet

F-2

Statement of Operations

F-3

Statement of Stockholder’s Deficit

F-4

Statement of Cash Flows

F-5

Notes to the Financial Statements

F-6

 

44



 

Report of Independent Registered Public Accounting Firm

 

To the Board of Directors and Stockholders

Sino Daren Co. Ltd.

(formerly known as Sino CP Talent Lid.)

(A Development Stage Entity)

(A company incorporated in Nevada)

 

We have audited the accompanying balance sheet of Sino Daren Co. Ltd. (the “Company”) as of January 31, 2011, and the related statements of operations, stockholders’ equity and cash flows for the period from August 4, 2010 (date of incorporation) to January 31. 2011. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing auditing procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Sino Daren Co. Ltd. as of January 31, 2011, and the results of its operations and its cash flows for the period then ended. in conformity with U.S. generally accepted accounting principles.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in note 2(b) to the financial statements, the Company has suffered losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in note 2(b). The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/s/ Mazars CPA Limited

Mazars CPA Limited

Certified Public Accountants

Hong Kong

 

May 31, 2011

 

F-1



 

Sino Daren Co. Ltd.

(formerly known as Sino CP Talent Ltd.)

(A Development Stage Entity)

 

Statement of Operations

(Dollars except share data and per share amounts)

 

 

 

Note

 

Period from
August 4, 2010
(date of incorporation)
to January 31, 2011

US$

 

 

 

 

 

 

 

Revenues

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

General and administrative expenses

 

 

 

(48,960

)

 

 

 

 

 

 

Loss before income taxes

 

 

 

(48,960

)

 

 

 

 

 

 

Income tax expense

 

3

 

 

 

 

 

 

 

 

Net loss and total comprehensive loss

 

 

 

(48,960

)

 

The accompanying notes are an integral part of these financial statements

 

F-2



 

Sino Daren Co. Ltd.

(formerly known as Sino CP Talent Ltd.)

(A Development Stage Entity)

 

Balance Sheet

(Dollars except share data and per share amounts)

 

 

 

Note

 

As of
January 31, 2011

US$

 

ASSETS

 

 

 

 

 

Current assets

 

 

 

 

 

Due from stockholders

 

1

 

13,000

 

 

 

 

 

 

 

Total current assets

 

 

 

13,000

 

 

 

 

 

 

 

Total assets

 

 

 

13,000

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

Current liabilities

 

 

 

 

 

Due to a related party

 

5

 

41,232

 

Due to a director

 

5

 

2,600

 

Accrued expenses

 

 

 

5,128

 

 

 

 

 

 

 

Total current liabilities

 

 

 

48,960

 

 

 

 

 

 

 

Total liabilities

 

 

 

48,960

 

 

 

 

 

 

 

Commitments and contingencies

 

6

 

 

 

 

 

 

 

 

 

Stockholders’ deficit

 

 

 

 

 

Authorised:

 

 

 

 

 

Par value US$0.001 per share, 75,000,000 shares of common stock as of January 31, 2011

 

 

 

 

 

Par value US$0.001 per share, 25,000,000 shares of preferred stock as of January 31, 2011

 

 

 

 

 

Issued and outstanding:

 

 

 

 

 

Par value US$0.001 per share, 13,000,000 shares of common stock as of January 31, 2011

 

 

 

13,000

 

 

 

 

 

 

 

Accumulated losses during development stage

 

 

 

(48,960

)

 

 

 

 

 

 

Total stockholders’ deficit

 

 

 

(35,960

)

 

 

 

 

 

 

Total liabilities and stockholders’ deficit

 

 

 

13,000

 

 

The accompanying notes are an integral part of these financial statements

 

F-3



 

Sino Daren Co. Ltd.

(formerly known as Sino CP Talent Ltd.)

(A Development Stage Entity)

 

Statement of Stockholders’ Equity

(Dollars except share data and per share amounts)

 

 

 

Note

 

Number of
Shares

 

Amount
US$

 

Accumulated
losses

US$

 

Total
US$

 

 

 

 

 

 

 

 

 

 

 

 

 

Issue of common stock

 

8

 

13,000,000

 

13,000

 

 

13,000

 

 

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive loss:

 

 

 

 

 

 

 

 

 

 

 

Net loss for the period

 

 

 

 

 

(48,960

)

(48960

)

 

 

 

 

 

 

 

 

 

 

 

 

As of January 31, 2011

 

 

 

13,000,000

 

13,000

 

(48,960

)

(35,960

)

 

The accompanying notes are an integral part of these financial statements

 

F-4



 

Sino Daren Co. Ltd.

(formerly known as Sino CP Talent Ltd.)

(A Development Stage Entity)

 

Statement of Cash Flows

(Dollars except share data and per share amounts)

 

 

 

Period from
August 4, 2010
(date of incorporation)
to January 31, 2011

US$

 

Cash flows used in operating activities

 

 

 

Net loss from stockholders

 

(48,960

)

Adjustment to reconcile net loss to net cash used in operating activities:

 

 

 

Due to a related party

 

41,232

 

Due to a director

 

2,600

 

Accrued expenses

 

5,128

 

 

 

 

 

Net cash used in operating activities

 

 

 

 

 

 

Net change in cash and cash equivalents

 

 

 

 

 

 

Cash and cash equivalents at beginning of period

 

 

 

 

 

 

Cash and cash equivalents at end of period

 

 

 

The accompanying notes are an integral part of these financial statements

 

F-5



 

NOTES TO THE FINANCIAL STATEMENTS

 

1.             ORGANIZATION AND PRINCIPAL ACTIVITY

 

Sino Daren Co. Ltd. (the “Company”) (formerly known as Sino CP Talent Ltd.) was incorporated on August 4, 2010 pursuant to the laws of the State of Nevada in the United States of America.

 

On April 6, 2011, the Company filed an amendment to the Company’s Articles of Incorporation to change its name from Sino  CP Talent Ltd. to Sino Daren Co. Ltd. The amendment was approved by the written consent of the Company’s board of directors and stockholders. A Certificate of Amendment to the Company’s Articles of Incorporation was filed with the Secretary of State of Nevada on April 6, 2011. The amendment became effective April 6, 2011.

 

The Company reports as a Development Stage Entity under Accounting Standard Codification (“ASC”) Topic 915 issued by the Financial Accounting Standard Board.

 

The Company has been in an inactive or non-operating status since August 4, 2010. and remained as a shell company with its only activities of incurring non-operating expenses.

 

2.             SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

(a)           Basis of accounting

 

The financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America.

 

(b)           Preparation of financial statements

 

The Company had a negative working capital and a stockholders’ deficit of US$35,960 as of January 31, 2011. The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. However, a substantial doubt has been raised with regard to the ability of the Company to continue as a going concern as the Company had total liabilities in excess of its total assets and maintained no revenue-generating operations since August 4, 2010, date of incorporation. In light of the situation, the Company has been contemplating practical plans for a business restructuring and/or possible arrangements to raise additional capital funds to support its continuation as a going concern, but there can be no assurance that the Company will be successful in procuring any of such efforts.

 

A related party, which is controlled by a director of the Company, has undertaken to finance the Company for a “reasonable” period of time for the Company to continue as a going concern, assuming that in such period of time the Company would be able to commence a revenue-generating operation and/or raise additional capital funds to support its continuation as a going concern. However, the related party of the Company retains the right to discontinue such financing at its own discretion in case the Company is unable to accomplish so in such period of time. It is uncertain as for how long or to what extent such period of time would be “reasonable” to the discretion of the related party, and there can be no assurance that the financing from the related party will not be discontinued at any time.

 

These uncertainties may result in adverse effects on continuation of the Company as a going concern. The financial statements do not reflect any adjustments that might result from the outcome of these uncertainties.

 

F-6



 

NOTES TO THE FINANCIAL STATEMENTS
(cont’d)

 

(c)           Income taxes

 

The Company accounts for income tax under the provisions of ASC Topic 740, which requires recognition of deferred tax assets or liabilities. Deferred income taxes are provided using the liability method. Under the liability method deferred income taxes are recognised for all significant temporary differences between the tax and financial statement bases of assets and liabilities.

 

(d)           Related parties

 

Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making financial and operating decisions.

 

(e)           Foreign currency translation

 

Foreign currency transactions during the period are translated into United States dollars at approximately the market exchange rates existing at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated into United States dollars at approximately the market exchange rates ruling at the balance sheet date. The effect of transaction gains and losses on the statement of operations is insignificant for the period presented.

 

(f)            Use of estimates

 

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual amounts could differ from those estimates.

 

(g)           Fair value of financial instruments

 

The estimated fair values for financial instruments under ASC Topic 820, are determined at discrete points in time based on relevant market information. These estimates involve uncertainties and cannot be determined with precision. The estimated fair values of the Company’s financial instruments, which include amount due from stockholders and other payables approximate their carrying values in the financial statements because of the short-term maturity of those instruments.

 

(h)           Recently issued accounting standards

 

As of the date that this annual report is filed, there are no recently issued accounting pronouncements which adoption would have a material impact on the Company’s financial statements.

 

3.             INCOME TAXES

 

ASC Topic 740 clarifies the accounting and disclosure for uncertainty in tax positions, as defined, and prescribes the measurement process and a minimum recognition threshold for a tax position taken or expected to be taken in a tax return, that is required to be met before being recognized in the financial statements. Under ASC Topic 740, the Company must recognize the tax benefit from an uncertain position only if it is more-likely-than-not the tax position will be sustained on examination by the tax authority, based on the technical merits of the position. The tax benefits recognized in the financial statements attributable to such position are measured

 

F-7



 

NOTES TO THE FINANCIAL STATEMENTS
(cont’d)

 

based on the largest benefit that has a greater than 50% likelihood of being realized upon the ultimate resolution of the position.

 

Pursuant to the provisions of ASC Topic 740, the Company has analyzed its filing position in the jurisdiction where it is subject to income tax. As of January 31, 2011, the Company has identified the United States of America in which it is subject to income tax. Based on the evaluations noted above, the Company has concluded that there are no significant uncertain tax positions requiring recognition in its financial statements. As of January 31, 2011, the Company had no unrecognized tax benefits or accruals for the potential payment or interest and penalties or open tax period which is subject to examination.

 

4.             DUE FROM STOCKHOLDERS

 

The amounts due are unsecured, interest-free and repayable on demand.

 

5.             DUE TO A RELATED PARTY / A DIRECTOR

 

The amounts due are unsecured, interest-free and repayable on demand.

 

6.             COMMITMENTS AND CONTINGENCIES

 

As of January 31, 2011, the Company had no material outstanding commitments and contingencies.

 

7.             RELATED PARTY TRANSACTIONS

 

During the period from August 4, 2010 (date of incorporation) to January 31, 2011, a director and a related party that is controlled by a director of the Company settled the professional fees on behalf of the Company for an aggregate amount of US$43,832.

 

8.             SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

 

On January 28, 2011, the Company issued 13,000,000 shares of common stock with par value of US$0.001 per share for an aggregate amount of US$13,000, for which no cash was received upon issuance. As of April 18, 2011, the cash was received by the Company and thus the amounts receivable from the stockholders are not presented as a deduction from stockholders’ equity in the balance sheet.

 

F-8



 

PART II.  INFORMATION NOT REQUIRED IN PROSPECTUS

 

ITEM 13.               OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

 

The estimated expenses of the offering (assuming all shares are sold), all of which are to be paid by the registrant, are as follows:

 

SEC Registration Fee

 

$

29.03

 

Printing Expenses

 

100.00

 

Accountant Fees and Expenses

 

7,128.00

 

Legal Fees and Expenses

 

42,608.00

 

Blue Sky Fees/Expenses

 

1,000.00

 

Transfer Agent Fees

 

1,000.00

 

TOTAL

 

$

51,865.03

 

 

ITEM 14.               INDEMNIFICATION OF DIRECTORS AND OFFICERS.

 

The only statute, charter provision, bylaw, contract, or other arrangement under which any controlling person, director or officer of the Registrant is insured or indemnified in any manner against any liability which she may incur in her capacity as such, is as follows:

 

1.             Article 3 of the Articles of Incorporation of the Company, filed as Exhibit 3.1 to the Registration Statement.

 

2.             Article X of the Bylaws of the Company, filed as Exhibit 3.2 to the Registration Statement.

 

3.             Nevada Revised Statutes, Chapter 78.

 

The general effect of the foregoing is to indemnify a control person, officer or director from liability, thereby making the Company responsible for any expenses or damages incurred by such control person, officer or director in any action brought against them based on their conduct in such capacity, provided they did not engage in fraud or criminal activity.

 

45



 

ITEM 15.               RECENT SALES OF UNREGISTERED SECURITIES.

 

During the past three years, the registrant has sold the following securities which were not registered under the Securities Act of 1933, as amended.

 

Name and Address

 

Date

 

Shares

 

Consideration

 

 

 

 

 

 

 

 

 

M&A International Holdings Company Limited [1]
Lot Number 343, D.D.4
11 Hung Shing Ye
Yung Shu Wan, Lamma Island

Hong Kong SAR

 

January 28, 2011

 

10,000,000

 

$

10,000

 

 

 

 

 

 

 

 

 

Chuang Yi Hong Kong Consulting Company [2]
Suite B, 5th Floor
China Harbour Building,
370, Kings Road
North Point,
Hong Kong SAR.

 

January 28, 2011

 

1,000,000

 

$

1,000

 

 

 

 

 

 

 

 

 

Frank & Fox Company Limited [3]
Suite B, 5th Floor
China Harbour Building,
370, Kings Road,
North Point,
Hong Kong SAR

 

January 28, 2011

 

1,000,000

 

$

1,000

 

 

 

 

 

 

 

 

 

Victory Innovation Limited [4]
Suite 904, 9th Floor,
Lap Fai Building,
6-8, Pottinger Street,
Central,
Hong Kong SAR

 

January 28, 2011

 

1,000,000

 

$

1,000

 

 

We issued the foregoing shares to M&A International Holdings Co Limited on behalf of Mr. Alex P.Y. Wong pursuant to section 4(2) of the Securities Act of 1933.  Mr. Wong is our sole director, he is a sophisticated investor and was in possession of all material information relating to the company.  Further, no commissions were paid to anyone in connection with the sale of the shares and general solicitation was not made by us.  We issued the foregoing restricted shares of common stock to Chuang Yi Hong Kong Consulting Company Limited, Frank & Fox Company Limited and Victory Innovation Limited pursuant to Regulation S of the Securities Act of 1933.  The sale of the shares to Chuang Yi Consultancy HK Limited, Frank & Fox Limited and Victory Innovation Limited took place outside the United States of America.  Chuang Yi Hong Kong Consulting Company, Frank & Company Fox Limited and Victory Innovation Limited are a non-US persons as defined in Regulation S.  Further, no commissions were paid to anyone in connection with the sale of the shares and general solicitation was not made to anyone.

 

The funds obtained by the Company for the sale of the foregoing shares was for general working capital purposes.

 

46



 

ITEM 16.               EXHIBITS.

 

The following exhibits are filed as part of this registration statement, pursuant to Item 601 of Regulation S-K.

 

Exhibit No.

 

Document Description

3.1

 

Articles of Incorporation.

3.2

 

Bylaws.

4.1

 

Specimen Stock Certificate.

5.1

 

Opinion of Greenberg Traurig, LLP

10.1

 

Business Office Lease

23.1

 

Consent of Independent Registered Public Accounting Firm

23.2

 

Consent of Greenberg Traurig LLP (in Exhibit 5.1)

99.1

 

Subscription Agreement.

 

ITEM 17.               UNDERTAKINGS.

 

A.            The undersigned Registrant hereby undertakes:

 

(1)           To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement :

 

(a)           To include any prospectus required by Section 10(a)(3) of the Securities Act;

 

(b)           reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement.  Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20% change in maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

 

(c)           include any additional or changed material information with respect to the plan of distribution.

 

(2)           That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

47



 

(3)           To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(4)           To provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

 

(5)           For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of a registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of the registration statement as of the time it was declared effective.

 

(6)           For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(7)           For the purpose of determining liability under the Securities Act to any purchaser:

 

Each prospectus filed pursuant to Rule 424(b) under the Securities Act as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (‘‘230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness.  Provided however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

 

(8)           For the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of securities:

 

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

(a)           Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 of this chapter;

 

48



 

(b)           Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

 

(c)           The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

 

(d)           Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 

B.            Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the small business issuer of expenses incurred or paid by a director, officer or controlling person of the small business issuer in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the small business issuer will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

C.            To provide to the underwriter at the closing specified in the Underwriting Agreement certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

 

D.            The undersigned Registrant hereby undertakes that:

 

(1)           For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

 

(2)           For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Form S-1 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Hong Kong, China, on this 31st day of May 2011.

 

 

 

SINO DAREN CO. LTD.

 

 

 

 

 

BY:

/s/ ALEX P. WONG

 

 

ALEX P.Y. WONG, President

 

In accordance with the requirements of the Securities Act of 1933, this Registration Statement was signed by the following persons in the capacities and on the dates stated.

 

Signature

 

Title

 

Date

/s/ Alex P.Y. Wong

 

Director, President (Chief Executive Officer) and Treasurer (Principal Financial Officer)

 

May 31, 2011

Alex P.Y. Wong

 

 

 

 

 

 

 

 

 

 

 

 

 

 

/s/ Cheung Kwok Wo (Eric)

 

Secretary

 

May 31, 2011

Cheung Kwok Wo (Eric)

 

 

 

 

 

50



 

EXHIBIT INDEX

 

Exhibit No.

 

Document Description

3.1

 

Articles of Incorporation.

3.2

 

Bylaws.

4.1

 

Specimen Stock Certificate.

5.1

 

Opinion of Greenberg Traurig, LLP

10.1

 

Business Office Lease

23.1

 

Consent of Independent Registered Public Accountanting Firm

23.2

 

Consent of Greenberg Traurig LLP (in Exhibit 5.1)

99.1

 

Subscription Agreement.

 

51



Exhibit 3.1

 

[LOGO]

ROSS MILLER

 

 

 

 

Secretary of State

 

 

 

 

204 North Carson Street, Suite 4

 

 

 

 

Carson City, Nevada 89701-4520

 

 

 

 

(775) 684-5708

Filed in the office of

 

Document Number

 

Website: www.nvsos.gov

 

 

20100584367-16

 

 

/s/ Ross Miller

 

Filing Date and Time

 

 

Ross Miller

 

08/04/2010 10:41 AM

 

 

Secretary of State

 

Entity Number

 

 

State of Nevada

 

E0373532010-9

 

Articles of Incorporation

(PURSUANT TO NRS CHAPTER 78)

 

 

 

 

 

 

 

USE BLACK INK ONLY - DO NOT HIGHLIGHT

 

ABOVE SPACE IS FOR OFFICE USE ONLY

 

 

 

 

 

 

1. Name of Corporation:

 

SINO CP TALENT LTD.

 

 

 

 

 

 

 

 

 

2. Registered Agent for Service of Process: (check only one box)

 

o Commercial Registered Agent:

Name

o Noncommercial Registered Agent   OR

(name and address below)

o Office of Position with Entity

(name and address below)

 

 

GREENBERG TRAURIG

 

 

 

 

 

Name of Noncommercial Registered Agent OR Name of Title of Office or Other Position with Entity

 

 

 

 

 

 

 

 

3773 HOWARD HUGHES PKWY., STE. 500 NORTH

LAS VEGAS

Nevada

89109

 

 

Street Address

City

 

Zip Code

 

 

 

 

 

 

 

 

 

 

Nevada

 

 

 

Mailing Address (if different from street address)

City

 

Zip Code

 

 

 

 

 

 

3. Authorized Stock: (number of shares corporation is authorized to issue)

 

Number of shares with par value:

 

100,000,000

Par value
per share:

$0.001

 

Number of
shares
without
par value:

 

 

 

 

 

 

 

 

4. Names and Addresses of the Board of Directors/Trustees: (each Director/Trustee must be a natural person at least 18 years of age; attach additional page if more than two directors/trustees)

 

1) ALEX WONG
    Name

 

370 KING’S ROAD, 5/F, SUITE 5B
Street Address

 

2) K. W. CHAN
    Name

 

370 KING’S ROAD, 5/F, SUITE 5B
Street Address

 

 

 

 

NORTH POINT
City

 

 

 

 

NORTH POINT
City

 

 

 

HK
State

 

 

 

 

HK
State

 

 

 

NONE
Zip Code

 

 

 

 

NONE
Zip Code

 

 

 

 

 

 

 

5. Purpose: (optional see instructions)

 

The purpose of the corporation shall be:
ALL LAWFUL ACTIVITIES PERMITTED UNDER THE LAWS OF THE STATE OF NEVADA.

 

 

 

 

 

 

 

6. Name, Address and Signature of Incorporation: (attach additional page if more than one incorporator)

 

 

ALEX WONG

 

 

 

X /s/ ALEX WONG

Name

 

 

Incorporator Signature

 

 

 

 

 

370 KING’S ROAD, 5/F, SUITE 5B

 

 

NORTH POINT  HK     NONE

 

Street Address

 

 

City   State   Zip Code

 

 

 

 

 

 

 

7. Certificate of Acceptance of Appointment of Registered Agent:

 

I hereby accept appointment as Registered Agent for the above named Entity.

 

 

 

 

X /s/ JOHN N. BREWER

 

 

 

AUG. 4 2010

 

 

Authorized Signature of Registered Agent or On Behalf of Registered Agent Entity

 

Date

 



 

Articles of Incorporation
Of
Sino CP Talent Ltd.
a Nevada corporation
(Continued)

 

Article 3
Shares

 

Shares.  Sino CP Talent Ltd. (the “Company”) is authorized to issue an aggregate of One Hundred Million (100,000,000) shares of capital stock, $0.001 par value, consisting of Seventy-Five Million (75,000,000) shares of common stock, $0.001 par value (“Common Stock”), and Twenty-Five Million (25,000,000) shares of preferred stock, $0.001 par value (“Preferred Stock”).  The shares of Common Stock and Preferred Stock may be issued from time to time without action by the stockholders and may be issued for such consideration as may be fixed from time to time by the Board of Directors.

 

3.1                                 Common Stock.  The shares of authorized Common Stock of the Company shall be identical in all respects and shall have equal rights and privileges.

 

3.2                                 Preferred Stock.  The Board of Directors shall have authority to issue the shares of Preferred Stock from time to time on such terms as it may determine, and to divide the Preferred Stock into one or more series and in connection with the creation of any such series to fix by the resolution or resolutions providing for the issue of shares thereof the voting powers, full or limited, or no voting powers, the designations, powers and relative, participating, optional, or other special rights of such series, and qualifications, limitations, or restrictions thereof, to the full extent now or hereafter permitted by law.  The powers, preferences and relative, participating, optional and other special rights of each series of Preferred Stock, and the qualifications, limitations, or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding.  All shares of any one series of Preferred Stock shall be identical in all respects with all other shares of such series, except that shares of any one series issued at different times may differ as to the dates from which dividends thereof shall be cumulative.  The Board of Directors may increase the number of shares of the Preferred Stock designated for any existing series by a resolution adding to such series authorized and unissued shares of the Preferred Stock not designated for any other series.  The Board of Directors may decrease the number of shares of Preferred Stock designated for any existing series by a resolution, subtracting from such series unissued shares of the Preferred Stock designated for such series, but not issued, and the shares so subtracted shall become authorized, unissued and undesignated shares of the Preferred Stock.

 

3.3                                 Voting Power for Holders of Common Stock and Preferred Stock.  Except as otherwise provided in these Articles of Incorporation, each holder of Common Stock shall be entitled to one vote for each share of Common Stock held by him or her on all matters submitted to stockholders for a vote, and each holder of any series of Preferred Stock shall have no voting rights, either general or specific, of any kind whatsoever except to the extent expressly so provided by the Board of Directors pursuant to Section 3.2 hereof.

 

2



 

Article 8
No Further Assessments

 

The capital stock, after the amount of the subscription price determined by the board of directors has been paid in money, property, or services, as the Directors shall determine, shall be subject to no further assessment to pay the debts of the corporation, and no stock issued as fully paid up shall ever be assessable or assessed, and these Articles of Incorporation shall not and cannot be amended, regardless of the vote therefore, so as to amend, modify or rescind this Article 8.

 

Article 9
No Preemptive Rights

 

Except as otherwise set forth herein, none of the shares of the Corporation shall carry with them any preemptive right to acquire additional or other shares of the corporation and no holder of any stock of the Corporation shall be entitled, as of right, to purchase or subscribe for any part of any unissued shares of stock of the Corporation or for any additional shares of stock, of any class or series, which may at any time be issued, whether now or hereafter authorized, or for any rights, options, or warrants to purchase or receive shares of stock or for any bonds, certificates of indebtedness, debentures, or other securities.

 

Article 10
No Cumulative Voting

 

There shall be no cumulative voting of shares.

 

Article 11
Indemnification of Officers and Directors

 

11.1                           The Corporation shall indemnify its directors, officers, employee, fiduciaries and agents to the fullest extent permitted under the Nevada Revised Statutes.

 

11.2                           Every person who was or is a party or is threatened to be made a party to or is involved in any action, suit or proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that he or a person for whom he is the legal representative is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the law of the State of Nevada from time to time against all expenses, liability and loss (including attorney’s fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by him in connection therewith. Such right of indemnification shall be a contract right that may be enforced in any manner desired by such person. Such right of indemnification shall not be exclusive of any other right which such directors, officers or representatives may have or hereafter acquire and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any By-Law, agreement, vote of stockholders, provision of law or otherwise, as well as their rights under this Article.

 

3



 

11.3                           Without limiting the application of the foregoing, the Board of Directors may adopt By-Laws from time to time with respect to indemnification to provide at all times the fullest indemnification permitted by the law of the State of Nevada and may cause the corporation to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the corporation would have the power to indemnify such person.

 

11.4                           The private property of the Stockholders, Directors and Officers shall not be subject to the payment of corporate debts to any extent whatsoever.

 

11.5                           No director, officer or shareholder shall have any personal liability to the corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, except that this provision does not eliminate nor limit in any way the liability of a director or officer for:

 

(a)                                  Acts or omissions which involve intentional misconduct, fraud or a knowing violation of law; or

 

(b)                                 The payment of dividends in violation of Nevada Revised Statutes (N.R.S.) 78.300.

 

Article 12

Election Not To Be Governed By Corporate Combinations Act

 

The Company hereby elects not to be governed by Sections 78.411 to 78.444, inclusive, of the Nevada Revised Statutes.

 

4


 


Exhibit 3.2

 

BYLAWS
OF
SINO CP TALENT LTD.

 

ARTICLE 1
OFFICES

 

SECTION 1.1 PRINCIPAL OFFICE.  The principal office and place of business of SINO CP TALENT LTD., a Nevada corporation (the “Corporation”), shall be located at 3773 Howard Hughes Parkway, Suite 400 North, Las Vegas, Nevada 89169.

 

SECTION 1.2 OTHER OFFICES.  The Corporation may also have offices at such other places, both within and without the State of Nevada, as the Board of Directors may from time to time determine or the business of the Corporation may require.

 

ARTICLE II
STOCKHOLDERS

 

SECTION 2.1 ANNUAL MEETINGS.  Annual meetings of the stockholders shall be held each year on a date and time designated by the Board of Directors.  In the absence of such designation, the annual meeting shall be held on the second Tuesday of April each year at 10:00 a.m.  At the annual meeting, the stockholders shall elect by vote a Board of Directors and transact such other business as may properly be brought before the meeting.

 

SECTION 2.2 SPECIAL MEETINGS.  Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, may be called by the Chairman of the Board of Directors, by the President or the Secretary by resolution of the Board of Directors or at the request in writing of one or more stockholders owning shares in the aggregate of at least a majority of the voting power of the Corporation at the meeting.  Such request shall state the purpose of the proposed meeting and shall be personally delivered or sent by registered mail or by telegraph or other facsimile transmission to the Chairman of the Board of Directors, the President or the Secretary of the Corporation.  The officer receiving the request shall cause notice to be promptly given to the stockholders entitled to vote, in accordance with the provisions of Section 2.4 of this Article II. Subject to federal securities laws if notice is not given within sixty (60) days of the request, the person or persons requesting the meeting may, subject to any applicable federal or state law including but not limited to federal securities laws, give the notice.  Nothing contained in this Section 2.2 shall be construed as limiting, fixing or affecting the time when a meeting of stockholders called by action of the Board of Directors may be held.  Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

 

SECTION 2.3 PLACE OF MEETING.  All annual meetings of the stockholders shall be held at the principal office of the Corporation or at such other place within or without the State of Nevada as the directors shall determine.  Special meetings of the stockholders may be held at such time and place within or without the State of Nevada as shall be stated in the notice of the meeting, or in a duly executed waiver of notice thereof.

 

SECTION 2.4 NOTICES.  Notices of meetings shall be in writing and signed by the President or a Vice President or the Secretary or an Assistant Secretary or by such other person or persons as the directors shall designate. Such notice shall state the purpose or purposes for which the meeting is called and the time and the place, which may be within or without the State of Nevada, where it is to be held. The notice of any meeting at which directors are to be elected shall include the name of any nominee or

 

1



 

nominees whom, at the time of the notice, management intends to present for election.  A copy of such notice shall be either delivered personally to or shall be mailed, postage prepaid, to each stockholder of record entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before such meeting. if mailed, it shall be directed to a stockholder at his address as it appears upon the records of the Corporation and upon such mailing of any such notice, the service thereof shall be complete and the time of the notice shall begin to run from the date upon which such notice is deposited in the mail for transmission to such stockholder. Personal delivery of any such notice to any officer of a corporation or association or to any member of a partnership shall constitute delivery of such notice to such corporation, association or partnership.  In the event of the transfer of stock after delivery of such notice of and prior to the holding of the meeting it shall not be necessary to deliver or mail notice of the meeting to the transferee.

 

SECTION 2.5 AFFIDAVIT OF MAILING.  An affidavit of the mailing or other means of giving any notice of any stockholders’ meeting may be executed by the Secretary, Assistant Secretary, or any Transfer Agent of the Corporation giving the notice, and shall be filed and maintained in the minute book of the Corporation.

 

SECTION 2.6 QUORUM.  The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Articles of Incorporation.  If, however, such quorum shall not be present or represented at any meeting of the stockholders or if the voting power necessary to approve a matter for which the meeting has been noticed has not voted in favor of such matter, the stockholders entitled to vote thereat, present in person or represented by proxy, the Chairman of the Board of Directors, or a majority of the Board of Directors shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented or until the voting power necessary to approve the matter for which the meeting has been noticed has been voted in favor of such matter.

 

SECTION 2.7 ADJOURNMENT.  When any meeting of stockholders, either annual or special, is adjourned to another time or place, notice may not be given of the adjourned meeting if the time and place are announced at a meeting at which the adjournment is taken, unless a new record date for the adjourned meeting is fixed, or unless the adjournment is for more than forty-five (45) days from the date set for the original meeting, in which case the Board of Directors shall set a new record date.  Notice of any such adjourned meeting, if required, shall be given to each stockholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Section 2.4 of this Article II.  At any adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

 

SECTION 2.8 VOTING.  When a quorum is present or represented at any meeting, unless the Articles of Incorporation, these bylaws, Nevada corporate law, or other applicable law provide for a different proportion, action by the stockholders entitled to vote on a matter, other than the election of directors is approved by and is the act of the stockholders if the number of votes cast in favor of the action exceeds the number of votes cast in opposition to the action.  If a quorum is present, directors shall be elected by a plurality of the votes cast.  Each common stockholder of record of the Corporation shall be entitled at each meeting of stockholders to one (1) vote for each share of common stock standing in his, her or its name on the books of the Corporation.  If preferred stock is outstanding, each holder thereof shall be entitled to such voting power as is set forth in the Articles of Incorporation or the resolution of the directors describing the preferences of such preferred stock.  Upon the demand of any stockholder present at the meeting, the vote for directors and the vote upon any question before the meeting shall be by ballot.

 

2



 

SECTION 2.9 PROXIES; INSPECTORS OF ELECTION.  At any meeting of the stockholders any stockholder may be represented and vote by a proxy or proxies appointed by an instrument in writing.  In the event that any such instrument in writing shall designate two (2) or more persons to act as proxies, a majority of such persons present at the meeting, or, if only one (1) shall be present, then that one (1) shall have and may exercise all of the powers conferred by such written instrument upon all of the persons so designated unless the instrument shall otherwise provide.  No proxy or power of attorney to vote shall be used to vote at a meeting of the stockholders unless it shall have been filed with the secretary of the meeting when required by the inspectors of election.  All questions regarding the qualification of voters, the validity of proxies and the acceptance or rejection of votes shall be decided by three (3) inspectors of election who shall be appointed by the Board of Directors, or if not so appointed, then by the presiding officer of the meeting.

 

The inspectors of election shall:

 

(a)     Determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies;

 

(b)     Receive votes, ballots, or consents;

 

(c)     Hear and determine all challenges and questions in any way arising in connection with the right to vote;

 

(d)     Count and tabulate all votes or consents;

 

(e)     Determine when the polls shall close;

 

(f)      Determine the results; and

 

(g)     Do any other acts that may be proper to conduct the election or vote with fairness to all stockholders.

 

SECTION 2.10 ACTION BY WRITTEN CONSENT.  Any action which may be taken by the vote of the stockholders at a meeting may be taken without a meeting if authorized by the written consent of stockholders holding at least a majority of the voting power, unless the provisions of the statutes or of the Articles of Incorporation require a greater proportion of voting power to authorize such action in which case such greater proportion of written consents shall be required.  Such written consents will be delivered to the Secretary.  Every written consent must bear the date of signature of each stockholder who signs the consent.  No written consent will be effective unless it is delivered with signatures of stockholders holding sufficient shares to authorize or take such action, to the Secretary within 60 days after the earliest dated signature on such consent.  In no instance where action is authorized by written consent need a meeting of stockholders be called or notice given.

 

SECTION 2.11 WAIVER OF NOTICE.  The transaction of any meeting of stockholders, either annual or special, however called and noticed, and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each person entitled to vote, who was not present in person or by proxy, signs a written waiver of notice or a consent to a holding of the meeting, or an approval of the minutes.  The waiver of notice of consent need not specify either the business to be transacted or the purpose of any annual or special meeting of stockholders.  All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.  Attendance by a person at a meeting shall

 

3



 

also constitute a waiver of notice of that meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters required by law to be included in the notice of the meeting, but not so included, if that objection is expressly made at the meeting.

 

ARTICLE III
DIRECTORS

 

SECTION 3.1 GENERAL POWERS.  The business of the Corporation shall be managed by its Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things not otherwise required by statute, by the Articles of Incorporation or by these Bylaws to be exercised or addressed by the stockholders.

 

SECTION 3.2 NUMBER.  The number of directors may from time to time be increased or decreased by action of the Board of Directors to not less than one (1) nor more than nine (9).

 

SECTION 3.3 STAGGERED BOARD; TERM; QUALIFICATION.  The Board of Directors shall be divided into three classes designated Class I, Class II, and Class III.  The number of directors elected to each class shall be as nearly equal in number as possible.  Directors shall be assigned to each class in accordance with a resolution or resolutions adopted by the Board of Directors.  Each Class I director shall be elected to an initial term to expire at the 2011 annual meeting of stockholders, each Class II director shall be elected to an initial term to expire at the 2012 annual meeting of stockholders; and each Class III director shall be elected to an initial term to expire at the 2013 annual meeting of stockholders.  Upon the expiration of the initial terms of office for each class of directors, the directors of each class shall be elected for a term of three years to serve until their successors are duly elected and qualified or until their earlier resignation, death, or removal from office.  No decrease in the number of directors constituting the Board shall shorten the term of any incumbent director.  Directors need not be residents of the State of Nevada or stockholders of the Corporation.

 

SECTION 3.4 VACANCIES.  Vacancies in the Board of Directors, including those caused by an increase in the number of directors, may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, and each director so elected shall hold office until his successor is elected at an annual or a special meeting of the stockholders.  The holders of two-thirds (2/3) of the outstanding shares of stock entitled to vote may at any time peremptorily terminate the term of office of all or any of the directors by vote at a meeting called for such purpose or by a written statement filed with the secretary or, in his absence, with any other officer.  Such removal shall be effective immediately, even if successors are not elected simultaneously and the vacancies on the Board of Directors resulting therefrom shall be filled only by the stockholders.

 

A vacancy or vacancies in the Board of Directors shall be deemed to exist in case of the death, resignation or removal of any directors, or if the authorized number of directors be increased, or if the Board of Directors by resolution declares vacant the office of director who has been declared of unsound mind by an order of the court or if the stockholders fail at any annual or special meeting of stockholders at which any director or directors are elected to elect the full authorized number of directors to be voted for at that meeting.  If the Board of Directors accepts the resignation of a director tendered to take effect at a future time, the Board of Directors shall have power to elect a successor to take office when the resignation is to become effective.  No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of his term of office.

 

4



 

ARTICLE IV
MEETINGS OF THE BOARD OF DIRECTORS

 

SECTION 4.1 REGULAR MEETINGS.  Regular meetings of the Board of Directors shall be held at any place within or without the State of Nevada, which has been designated from time to time by resolution of the Board of Directors or by written consent of all members of the Board of Directors.  In the absence of such designation regular meetings shall be held at the principal office of the Corporation.  Special meetings of the Board of Directors may be held either at a place so designated or at the principal office.  Any meeting, regular or special, may be held by conference telephone network or similar communications method by which all persons participating in the meeting can hear each other.  Regular meetings of the Board of Directors may be held without call or notice at such time and at such place as shall from time to time be fixed and determined by the Board of Directors.

 

SECTION 4.2 INITIAL MEETING.  The first meeting of each newly elected Board of Directors shall be held at any place within or without the State of Nevada, which has been designated from time to time by resolution of the Board of Directors or by written consent of all members of the Board of Directors.  In the event such meeting is not so held, the meeting may be held at such time and place as shall be specified in a notice given as herein provided for special meetings of the Board of Directors.

 

SECTION 4.3 SPECIAL MEETINGS.  Special meetings of the Board of Directors may be called by the Chairman, the President or by any director.  Written notice of the time and place of special meetings shall be delivered personally to each director, or sent to each director by mail or by other form of written communication, charges prepaid, addressed to him at his address as it is shown upon the records or is not readily ascertainable, at the place in which the meetings of the directors are regularly held.  In case such notice is mailed or telegraphed, it shall be deposited in the United States mail or delivered to the telegraph company at least forty-eight (48) hours prior to the time of the holding of the meeting.  In case such notice is delivered as above provided, it shall be so delivered at least twenty-four (24) hours prior to the time of the holding of the meeting.  Such mailing, telegraphing or delivery as above provided shall be deemed due, legal and personal notice to such director.

 

SECTION 4.4 ADJOURNMENT.  Notice of the time and place of holding an adjourned meeting need not be given to the absent directors if the time and place be fixed at the meeting adjourned and unless the meeting is adjourned for more than twenty-four (24) hours, in which case notice of the time and place shall be given before the time of the adjourned meeting, in the manner specified in Section 4.3, to the directors who were not present at the time of the adjournment.

 

SECTION 4.5 VALIDITY OF TRANSACTIONS.  The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present, and if either before or after the meeting, each of the directors not present signs a written waiver of notice, or a consent to holding such meeting, or an approval of the minutes thereof.  All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

 

SECTION 4.6 QUORUM.  A majority of the authorized number of directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, unless a greater number be required by law or by the Articles of Incorporation.  Any action of a majority, although not at a regularly called meeting, and the record thereof, if assented to in writing by all of the other members of the Board of Directors shall be as valid and effective in all respects as if passed by the Board of Directors in regular

 

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meeting.  A quorum of the Board of Directors may adjourn any Board of Directors’ meeting to meet again at a stated day and hour; provided, however, that in the absence of a quorum, a majority of the directors present at any Board of Directors meeting, either regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the Board of Directors.

 

SECTION 4.7 WRITTEN CONSENT.  Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or committee.

 

SECTION 4.8 COMPENSATION.  The directors may be paid their expenses of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director.  No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.  Members of special or standing committees may be allowed like reimbursement and compensation for attending committee meetings.

 

ARTICLE V
COMMITTEES OF DIRECTORS

 

SECTION 5.1 COMMITTEES.  The Board of Directors may, by resolution adopted by a majority of the whole Board of Directors, designate one (1) or more committees of the Board of Directors, each committee to consist of one (1) or more of the directors of the Corporation which, to the extent provided in the resolution, shall have and may exercise the power of the Board of Directors in the management of the business and affairs of the Corporation and may have power to authorize the seal of the Corporation to be affixed to all papers which may require it.  Such committee or committees shall have such name or names as may be determined from time to time by the Board of Directors.  The members of any such committee present at any meeting and not disqualified from voting may, whether or not they constitute a quorum, unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member.  At meetings of such committees, a majority of the members or alternate members shall constitute a quorum for the transaction of business, and the act of a majority of the members or alternate members at any meeting at which there is a quorum shall be the act of the committee.

 

SECTION 5.2 MINUTES.  The committees shall keep regular minutes of their proceedings and report the same to the Board of Directors.

 

SECTION 5.3 MEETING AUTHORITY.  Meetings and actions of the committee shall be governed by, and held and taken in accordance with, the provisions of Article IV of these Bylaws, Section 4.1 (Regular Meetings), Section 4.2 (Initial Meeting), Section 4.3 (Special Meetings), Section 4.4 (Adjournment), Section 4.6 (Quorum), Section 4.7 (Written Consent) and Section 6.2 (Consents), with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time of regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee.  Special meetings of committees may also be called by resolution of the Board of Directors.  Notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee.  The Board of Directors may adopt rules for the government of any committee not inconsistent with the provisions of these Bylaws.

 

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ARTICLE VI
NOTICES

 

SECTION 6.1 NOTICES.  Notices to directors and stockholders shall be in writing and delivered personally or mailed to the directors or stockholders at their addresses appearing on the books of the Corporation.  Notice by mail shall be deemed to be given at the time when the same shall be mailed.  Notice to directors may also be given by telegram or other form of written communication as provided for in these Bylaws.

 

SECTION 6.2 CONSENTS.  Whenever all parties entitled to vote at any meeting, whether of directors or stockholders, consent, either by a writing on the records of the meeting or filed with the secretary, or by presence at such meeting and oral consent entered on the minutes, or by taking part in the deliberations at such meeting without objection, the doings of such meeting shall be as valid as if had at a meeting regularly called and noticed, and at such meeting any business may be transacted which is not excepted from the written consent or to the consideration of which no objection for want of notice is made at the time, and if any meeting be irregular for want of notice or of such consent, provided a quorum was present at such meeting, the proceedings of said meeting may be ratified and approved and rendered likewise valid and the irregularity or defect therein waived by a writing signed by all parties having the right to vote at such meeting.  Such consent or approval of stockholders may be by proxy or attorney, but all such proxies and powers of attorney must be in writing.

 

SECTION 6.3 VALID NOTICE.  Whenever any notice whatever is required to be given under the provisions of the Nevada Revised Statutes (the “NRS”), the Articles of Incorporation or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

 

ARTICLE VII
OFFICERS

 

SECTION 7.1 REQUIRED OFFICERS.  The officers of the Corporation shall be chosen by the Board of Directors and shall be a President, a Secretary, a Treasurer and such other officers as shall be approved by the Board of Directors.  Any person may hold two (2) or more offices.

 

SECTION 7.2 OFFICERS’ COMPENSATION.  The salaries and compensation of all officers of the Corporation shall be fixed by the Board of Directors.

 

SECTION 7.3 REMOVAL OF OFFICERS.  The officers of the Corporation shall hold office at the pleasure of the Board of Directors.  Any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors.  Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise shall be filled by the Board of Directors.  Any officer may resign at any time by giving written notice to the Corporation.

 

SECTION 7.4 PRESIDENT.  The President shall, subject to the supervision and control of the Board of Directors, actively manage the business of the Corporation.  The President shall keep the Board of Directors fully informed as the Board of Directors may request and shall consult the Board of Directors concerning the business of the Corporation.

 

SECTION 7.5 SECRETARY.  The Secretary shall act under the direction of the President.  Subject to the direction of the President he shall attend all meetings of the Board of Directors and all meetings of the stockholders and record the proceedings.  He shall perform like duties for the standing committees when required.  He shall give, or cause to be given, notice of all meetings of the stockholders

 

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and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the President or the Board of Directors.  The Secretary shall be custodian of the records of the corporation, the stock certificate books, the transfer books ands tock ledgers, and such other books and papers as the Board of Directors or appropriate committee may direct.  The Secretary shall perform all other duties commonly incident to his or her office and shall perform such other duties which are assigned to him or her by the Board of Directors, the President, these Bylaws or as may be provided by law.

 

SECTION 7.6 TREASURER.  The Treasurer shall act under the direction of the President.  Subject to the direction of the President, he shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.  He shall disburse the funds of the Corporation as may be ordered by the President or the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation.

 

SECTION 7.7 SUPERMAJORITY VOTE (3/4 vote).  The following actions are approved only after vote approved by three quarters (3/4) of the directors of the Corporation:

 

a.       any material modification of By-Laws;

b.       any material modification of Articles of Incorporation;

c.       any material modification of the Shareholder Agreement;

d.       any material modification to the structure of Sino CP Talent, Ltd.;

e.       any documentation regarding dissolution of Sino CP Talent, Ltd.; and

f.        any documentation for the merge or acquisition of Sino CP Talent, Ltd.

 

ARTICLE VIII
CERTIFICATES OF STOCK

 

SECTION 8.1 CERTIFICATION.  The Board of Directors of the Corporation may authorize the issuance of uncertificated shares pursuant to NRS 78.235(4).  Absent such authorization by the Board of Directors of the Corporation, every stockholder shall be entitled to have a certificate signed by the President and the Secretary of the Corporation, certifying the number of shares owned by him, her or it in the Corporation.  If the Corporation shall be authorized to issue more than one (1) class of stock or more than one (1) series of any class, the designations, preferences and relative participating, optional or other special rights of the various classes of stock or series thereof and the qualifications, limitations or restrictions of such rights, shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such stock.

 

SECTION 8.2 REPLACED CERTIFICATES.  The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost or destroyed upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed.  When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed.

 

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SECTION 8.3 CERTIFICATE SURRENDER.  Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation, if it is satisfied that all provisions of the laws and regulations applicable to the Corporation regarding transfer and ownership of shares have been complied with, to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

 

SECTION 8.4 DIVIDENDS.  The Board of Directors may fix in advance a date not exceeding sixty (60) days nor less than ten (10) days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining the consent of stockholders for any purpose, as a record date for the determination of the stockholders entitled to receive payment of any such dividend, or to give such consent, and in such case, such stockholders, and only such stockholders as shall be stockholders of record on the date so fixed, shall be entitled to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after any such record date fixed as above.

 

SECTION 8.5 CORPORATE REGISTRAR. T he Corporation shall be entitled to recognize the person registered on its books as the owner of shares to be the exclusive owner for all purposes including voting and dividends, and the Corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Nevada.

 

ARTICLE IX
RECORDS AND REPORTS

 

SECTION 9.1 STOCK LEDGER.  The Corporation shall either maintain at its principal office a record of its stockholders, giving the names and addresses of all stockholders and the number and class of shares held by each stockholder, or in lieu thereof maintain at its principal office a statement setting out the name of the custodian of the stock ledger.

 

SECTION 9.2 ACCOUNTING BOOKS AND RECORDS.  The accounting books and records and minutes of proceedings of the stockholders and the Board of Directors and any committee or committees of the Board of Directors shall be kept at such place or places designated by the Board of Directors.  The minutes, accounting books, and the records shall be kept either in written form or in any other form capable of being converted into written form.  Subject to the applicable provisions of the NRS, the minutes and accounting books and records shall be open to inspection by the stockholders.

 

SECTION 9.3 INSPECTION.  Every director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind, and the physical properties of the Corporation and each of its subsidiary corporations.  This inspection by a director may be made in person or by an agent or attorney, and the right of inspection includes the right to copy and make extracts of documents.

 

ARTICLE X
GENERAL PROVISIONS

 

SECTION 10.1 DIVIDENDS.  Dividends upon the capital stock of the Corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting. Dividends may be paid in cash, in property or in shares of capital stock,

 

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subject to the provisions of the Articles of Incorporation.  Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, deem proper as a reserve or reserves to meet contingencies, or for equalizing dividends or for repairing or maintaining any property of the Corporation or for such other purpose as the directors shall deem conducive to the interests of the Corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

 

SECTION 10.2 CHECKS OR DEMANDS.  All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

 

SECTION 10.3 FISCAL YEAR.  The fiscal year of the Corporation shall be the calendar year, unless otherwise fixed by a resolution of the Board of Directors of the Corporation.

 

SECTION 10.4 SEAL.  The Corporation may adopt a corporate seal and have inscribed thereon the name of the Corporation and the words “Corporate Seal” and “Nevada.”  The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

 

SECTION 10.5 ELECTRONIC SIGNATURE.  Any action taken by the Board of Directors, the stockholders of the Corporation or the individual directors, officers, employees or other agents of the Corporation, which requires a written signature, shall be deemed valid and binding if made by means of electronic signature.  For purposes of these Bylaws, “electronic signature” means any electronic sound, symbol or process attached to or logically associated with a record and executed and adopted by a person with the intent to sign such record, including facsimile or email electronic signatures.

 

SECTION 10.6 AUTHORITY.  The Chairman of the Board of Directors, the President or any other person authorized by resolution of the Board of Directors or by any of the foregoing designated officers, is authorized to vote on behalf of the Corporation any and all shares of any other corporation or corporations, foreign or domestic, standing in the name of the Corporation.  The authority granted to these officers to vote or represent on behalf of the Corporation any and all shares held by the Corporation in any other corporation or corporations may be exercised by any of these officers in person or by any person authorized to do so by a proxy duly executed by the Chairman or the President.

 

SECTION 10.7 GOVERNING LAW.  Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the NRS shall govern the construction of these Bylaws.  Without limiting the generality of these provisions, the singular number includes the plural, the plural number includes the singular, the masculine and feminine genders are intended to be used interchangeably and the term “person” includes both the Corporation and a natural person.

 

ARTICLE XI
AMENDMENTS

 

SECTION 11.1 AMENDMENT BY STOCKHOLDERS.  These Bylaws may be amended with the approval of three-fourths (3/4) vote of all the stock issued and outstanding and entitled to vote at any annual or special meeting of the stockholders, provided notice of intention to amend shall have been contained in the notice of the meeting.

 

SECTION 11.2 AMENDMENT BY BOARD OF DIRECTORS.  The Board of Directors, with the approval of three-fourths (3/4) of the directors of the Board of Directors at any meeting, may amend these Bylaws, including bylaws adopted by the stockholders, but the stockholders may from time to time specify particular provisions of these Bylaws, which shall not be amended by the Board of Directors.

 

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ARTICLE XII
INDEMNIFICATION

 

SECTION 12.1 INDEMNIFICATION.  Every person who was or is a party to, or is threatened to be made a party to, or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation or for its benefit as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the law of the State of Nevada, as they may be amended from time to time, against all expenses, liability and loss (including attorneys’ fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by him or her in connection therewith.

 

The expenses of a director or officer, incurred in defending a civil or criminal action, suit or proceeding must be paid by the Corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer, to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the Corporation.  Such right of indemnification shall be a contract right, which may be enforced in any manner desired by such person.  Such right of indemnification shall not be exclusive of any other right which such directors or officers may have or hereafter acquire and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of stockholders, provision of law or otherwise, as well as their rights under this Article XII.

 

Without limiting the application of the foregoing, the Board of Directors may adopt bylaws from time to time with respect to indemnification, to provide at all time the fullest indemnification permitted under the laws of the State of Nevada, and may cause the Corporation to purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer, employee of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the Corporation would have the power to indemnify such person.

 

SECTION 12.2 AMENDMENT.  The provisions of this Article 12 relating to indemnification shall constitute a contraction between the Corporation and each of its directors and officers which may be modified as to any director or officer only with that person’s consent or as specifically provided in this Section.  Notwithstanding any other provision of these Bylaws relating to their amendment generally, any repeal or amendment of this Article which is adverse to any director or officer shall apply to such director or officer only on a prospective basis, and shall not limit the rights of an indemnitee to indemnification with respect to any action or failure to act occurring prior to the time of such repeal or amendment.  Notwithstanding any other provision of these Bylaws shall affect any or all of this Article XII so as to limit or reduce the indemnification in any manner unless adopted by (a) the unanimous vote of the directors of the Corporation then serving, or (b) by the stockholders as set forth in Article XI hereof; provided that no such amendment shall have a retroactive effect inconsistent with the preceding sentence.

 

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APPROVED AND ADOPTED this 14th  day of August, 2010.

 

 

 

/s/ K. W. Chan

 

By: K. W. Chan, Sino CP Talent Ltd.

 

Its: Secretary

 

[Remainder of this Page Intentionally Left Blank]

 

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INCUMBENCY CERTIFICATE

 

I hereby certify that K. W. Chan is the Secretary of SINO CP TALENT LTD., a Nevada corporation, and that the foregoing Bylaws, consisting of twelve (12) pages, constitute the Bylaws of SINO CP TALENT LTD., as duly adopted by resolution of the Board of Directors of SINO CP TALENT LTD., dated the 4th day of August, 2010.

 

IN WITNESS WHEREOF, I have hereunto subscribed my name this 4th day of August, 2010.

 

 

 

/s/ Alex Wong

 

By:

Alex Wong, Sino CP Talent Ltd.

 

Its:

President

 

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Exhibit 4.1

 

INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA Exhibit 4.1 SINO CP TALENT LTD. This Corporation is authorized to issue 75,000,000 Common Shares and 25,000,000 Preferred Shares $0.001 Par Value THIS CERTIFIES THAT SPECIMEN is the owner of fully paid and nonassessable shares of the above Corporation transferable only on the books of the Corporation by the holder hereof in person or by duly authorized Attorney upon surrender of this Certificate properly endorsed. In Witness Whereof, the said Corporation has caused this Certificate to be signed by its duly authorized officers and its Corporate Seal to be hereunto affixed this day of A.D. President Secretary/Treasurer SHARES NUMBER 21

 


NOTICE. THE SIGNATURE OF THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE. IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER. For Value Received, hereby sell, assign and transfer unto Shares represented by the within Certificate, and do hereby irreoocably constitute and appoint Attorney to transfer the said Shares on the books of the within named Corporation with full power of substitution in the premises. Dated In presence of

 


Exhibit 5.1

 

May 31, 2011

 

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C.  20549

 

Re:          Sino Daren Co. Ltd., Registration Statement on Form S-1

 

Ladies and Gentlemen:

 

We have acted as counsel for Sino Daren Co. Ltd., a Nevada corporation (the “Company”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission on May 31, 2011 providing for the sale of up to 1,000,000 shares (the “Shares”) of common stock.  Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Registration Statement.

 

We have examined the originals, photocopies, certified copies or other evidence of such records of the Company, certificates of officers of the Company and public officials and other documents as we have deemed relevant and necessary as a basis of the opinion hereinafter expressed.  In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, and the conformity to original documents and completeness of all documents submitted to us as certified or photostatic, facsimile or electronic copies and the authenticity of the originals of such certified or copied documents.

 

Based upon the foregoing and in reliance thereon and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that the Shares have been duly authorized and will be, when issued and delivered in the manner described in the Registration Statement and satisfaction of other requisite consideration, validly issued, fully paid and non-assessable.

 

We are admitted to the Bar of the State of Nevada, and in rendering our opinions herein stated, we have relied on the applicable laws of the State of Nevada, as those laws presently exist and as they have been applied and interpreted by courts having jurisdiction within the State of Nevada.  Except for the laws of the State of Nevada, we express no opinion as to the laws of any other state, federal laws of the United States of America or securities exchange or other securities regulatory authority, or other jurisdiction.

 

This opinion letter speaks as of its date.  We disclaim any express or implied undertaking or obligation to advise of any subsequent change of law or fact (even though the change may affect the legal analysis or a legal conclusion in this opinion letter).  This opinion letter is limited to the matters set forth herein, and no opinion may be inferred or implied beyond the matters expressly stated herein.  We consent to the filing of this opinion letter as an exhibit to the Registration Statement.

 

 

Very truly yours,

 

 

 

/s/ Greenberg Traurig, LLP

 

GREENBERG TRAURIG, LLP

 



Exhibit 10.1

 

SUBLEASE AGREEMENT

 

This Sublease Agreement (the ‘Agreement”) is made on May 1 2011,

 

BETWEEN:   IT Training Quality & Certification Institute Limited (the “Sublessor”). a corporation organized and existing under the laws of the Hong Kong SAR Government of PRC, with its head office located at Suite 5B, 5F, China Harbour Building, 370, Kings Road, North Point, Hong Kong.

 

AND:   Sino Daren Company Limited (the “Sublessee”). a corporation organized and existing under the laws of Nevada State, USA, with its legal agent located at: Greenberg Traurig LLP, 3773, Howard Hughes Parkway, Suite 400, North Las Vegas, NV 89169, USA.

 

RECITALS

 

In consideration of the covenants and agreements hereinafter set forth to be kept and performed by the parties hereto, Sublessor. hereby subleases to Sublessee and Sublessee does hereby take, lease. and hire from Sublessor the Leased Premises hereinafter described for the period, and at the rental, subject to, and upon the terms and conditions hereinafter set forth, as follows:

 

1.             DESCRIPTION OF PREMISES

 

a.                           Lessee has leased an Office Unit consisting of approximately 2000 square feet of office space, at UNIT 5B, 5th Floor, China Harbour Building, 370, Kings Road, Hong Kong, from China Pioneer Holdings Limited. lessor. of Flat E & F, 1F, Block 2, Kingley Industrial Building, 33-35, Yip Kam Street, Wong Chuk Hang, Hong Kong.

b.                          Lessee shall demise to sublessee the 1000 square feet of the Office Unit. all located on the 5TH floor, as more fully described in Exhibit A. which is attached to and made a part of this sublease agreement.

 

2.             TERM OF SUBLEASE

 

a.                           The term of this sublease agreement shall be for an initial period of ONE year, commencing on July 1 2011. and terminating on March 31 2012. unless earlier terminated by breach of the terms and conditions of this Sublease Agreement.

b.                           Lessor concurs that sublessee may remain in possession of the demised premises for the full term of this sublease agreement, despite any change that may occur in the status of lessee or the lease agreement between lessee and lessor.

 

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3.             ACCEPTANCE OF LEASED PREMISES

 

Sublease’s occupancy of the Leased Premises shall be conclusive evidence of Sublessees acceptance of all improvements constituting the Leased Premises, in good and satisfactory condition and repair. Sublessee shall accept possession and use of the Leased Premises “as is” in their condition existing as of the date hereof with all faults. Sublessee, at Sublessees sole cost and expense, shall promptly comply with all applicable laws. ordinances, codes, rules, orders, directions and regulations of governmental authority governing and regulating the use or occupancy of the Leased Premises as may now or hereafter be in effect during the Term hereof and shall if so required make any alterations, additions or changes to the Leased Premises as may be required by said laws, ordinances: codes, rules: directions and regulations.

 

4.             HOLDING OVER

 

Any holding over of the Leased Premises by Sublessee after the expiration of the Term hereof shall only be with the written consent of Sublessor first had and obtained and shall be construed to be a tenancy from month to month at a rental per month, or portion thereof, in an amount equal to 110% of the rent due Sublessor for the month immediately preceding such holding over, and shall otherwise be on the same terms conditions and covenants herein specified.

 

5.             SUBLEASE TERMINATION AND CONDITION OF PREMISES

 

Upon the termination of this Sublease for any reason whatsoever, Sublessee shall return possession of the Leased Premises to Sublessor or Sublessors authorized agent in a good, clean and safe condition, reasonable wear and tear excepted. On or before, and in any event no later than three (3) days following the date Sublessee vacates the Leased Premises and returns possession of same to Sublessor. Sublessee and Sublessor. or authorized agents thereof, shail conduct a joint inspection of the Leased Premises. Sublessee at its cost shall thereafter promptly repair or correct any defects or deficiencies in the condition of the Leased Premises, reasonable wear and tear excepted.

 

6.             RENT

 

Sublessee shall pay to lessee as basic rent HK$18,000 per month, on the FIRST DAY of each month, commencing on July 1 2011, and continuing each month thereafter during the term of this sublease agreement. Sublessee shall pay all other sums due as additional rental under the provisions of this sublease agreement on the basic rental payment due date first occurring after the additional rental payment arises.

 

7.             PAYMENT OF RENT

 

Sublessee hereby covenants and agrees to pay rent to Sublessor, without offset or deduction of any kind whatsoever, in the form and at the times as herein specified. All rent shall be paid to Sublessor at the address specified in this Sublease unless and until

 

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Sublessee is otherwise notified in writing. Base Minimum Rent payments in the monthly amount set forth below shall be payable monthly, in advance, due on the first (1st) day of each calendar month commencing on the Commencement Date hereof and delinquent if not paid on or before the seventh (7th) day of the month throughout the Term of this Sublease. Rent for any period which is for less than one month shall be a pro rata portion of the monthly installment. The required payments under Article 6 and all other charges payable by Sublessee shall be deemed to be additional rent.

 

8.             DELINQUENT PAYMENTS

 

In the event Sublessee shall fail to pay the rent or any installment thereof, or any other fees, costs, taxes or expenses payable under this Sublease within FOURTEEN days after the said payment has become due. Sublessee agrees that Sublessor will incur additional costs and expenses in the form of extra collection efforts, administrative time, handling costs, and potential impairment of credit on loans for which this Sublease may be a security. Both parties agree that in such event. Sublessor, in addition to its other remedies shall be entitled to recover a late payment charge against Sublessee equal to 5% of the amount not paid within said FOURTEEN day period. Additionally, any past due amounts under this Sublease shall bear interest at the rate of the lesser of 1% per month or the maximum rate permitted by applicable law. Sublessee further agrees to pay Sublessor any cost incurred by Sublessor in effecting the collection of such past due amount, including but not limited to attorneys’ fees and/or collection agency fees. Sublessor shall have the right to require Sublessee to pay monies due in the form of a cashier’s check or money order. Nothing herein contained shall limit any other remedy of Sublessor with respect to such payment delinquency.

 

9.             SECURITY DEPOSIT

 

On execution of this Sublease, Sublessee shall deposit with Sublessor a sum equal to TWO MONTH RENT (the “Security Deposit”) in order to provide security for the performance by Sublessee of the provisions of this Sublease. If Sublessee is in default, Sublessor may, but shall not be obligated to use the Security Deposit, or any portion of it, to cure the default or to compensate Sublessor for damage sustained by Sublessor resulting from Sublessees default. Sublessee shall immediately on demand pay to Sublessor a sum equal to the portion of the Security Deposit expended or applied by Sublessor as provided in this paragraph so as to maintain the Security Deposit in the sum initially deposited with Sublessor. At the expiration or termination of this Sublease, Sublessor shall return the Security Deposit to Sublessee or its successor, less such amounts as are reasonably necessary to remedy Sublessees defaults, to repair damages the Leased Premises caused by Sublessee or to clean the Leased Premises upon such termination. as soon as practicable thereafter, in the event of the sale or other conveyance of the Leased Premises, the Security Deposit will be transferred to the purchaser or transferee and the Sublessor will be relieved of any liability with reference to such Security Deposit. Sublessor shall not be required to keep the Security Deposit separate from its other funds, and (unless otherwise required by law) Sublessee shall not be entitled to interest on the Security Deposit.

 

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10.          USE OF PREMISES

 

a.                           Permitted Use: The Leased Premises are to be used by Sublessee for the sole purpose of GENERAL OFFICE USE and for no other purpose whatsoever. Sublessee shall not use or occupy the Leased Premises or permit the same to be used or occupied for any use, purpose or business other than as provided in this Section a) during the Term of this Sublease or any extension thereof.

 

b.                          Prohibited Activities: During the Term of Sublease or any extension thereof. Sublessee shall not:

 

i.                                          Use or permit the Leased Premises to be used for any purpose in violation of any statute, ordinance. rule. order. or regulation of any governmental authority regulating the use or occupancy of the Leased Premises.

 

ii.                                       Cause or permit any waste in or on the Leased Premises.

 

iii.                                    Use or permit the use of the Leased Premises in any manner that will tend to create a nuisance or tend to adversely affect or injure the reputation of Sublessor or its affiliates.

 

iv.                                   Allow any activity to be conducted on the premises or store any material on the Leased Premises which will increase premiums for or violate the terms of any insurance policy(s) maintained by or for the benefit of Sublessor.

 

v.                                      Store any explosive, radioactive, dangerous, hazardous or toxic materials in or about the Leased Premises.

 

vi.                                   Use or allow the Leased Premises to be used for sleeping quarters, dwelling rooms or for any unlawful purpose.

 

vii.                                Build any fences, walls, barricades or other obstructions: or, install any radio, television, phonograph, antennae, loud speakers, sound amplifiers, or similar devices on the roof, exterior walls or in the windows of the Leased Premises, or make any changes to the interior or exterior of the Leased Premises without Sublessor’s prior written consent.

 

c.                           Operational Permits: Sublessee, prior to the Commencement Date, shall obtain and thereafter continuously maintain in full force and effect for the Term of this Sublease or any extension thereof, at no cost or expense to Sublessor, any and all approvals, licenses, or permits required by any lawful authority as of the Commencement Date or imposed thereafter, for the use of Leased Premises including but not limited to business licenses.

 

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d.                          Compliance With Laws: Sublessee shall comply with all federal, state. county, municipal, or other statutes, laws, ordinances, regulations, rules, or orders of any governmental or quasi-governmental entity, body, agency, commission, board, or official applicable to the Leased Premises and Sublessees business.

 

11. UTILITIES AND TAXES

 

a.                           Utility Charges: Sublessee shall be responsible for and shall pay and indemnify and hold Sublessor and the property of Sublessor free and harmless from; all charges for the furnishing of gas water, electricity telephone service, and other public utilities to the Leased Premises during the Term of this Sublease or any extension thereof and for the removal of garbage and rubbish from the Leased Premises during the Term of this Sublease or any extension thereof. Sublessor shall not be liable in damages or otherwise for any failure or interruption of any utility service being furnished to the Leased Premises and no such failure or interruption shall entitle Sublessee to terminate this Sublease.

 

b.                          Personal Property Taxes: Sublessee shall be responsible for and shall pay before they become delinquent all taxes: assessments: or other charges levied or imposed by any governmental entity on the equipment: trade fixtures, appliances: merchandise and other personal property situated in, on or about the Leased Premises including, without limiting the generality of the other terms of this Section, any shelves, counters, vault doors: wall safes, partitions, fixtures, machinery, or office equipment on the Leased Premises, whether put there prior to or after the Commencement Date of this Sublease.

 

c.                           Real Property Taxes and Assessments: Sublessee shall pay directly to the charging authority all taxes (as hereinafter defined) respecting the Leased Premises. Sublessee shall pay all taxes on or before seven (7) days prior to delinquency thereof. Sublessee shall promptly after payment of any taxes deliver to Sublessor written receipts or other satisfactory evidence of the payment thereof. As used herein “taxes” shall mean all taxes, assessments, fees, charges, levies. and penalties (if such penalties result from Sublessees delinquency in paying all or any taxes). of any kind and nature, general and special, ordinary and extraordinary, unforeseen as well as foreseen (including, without limitation, all installments of principal and interest required to pay any general or special assessments for public improvements) now or hereafter imposed by any authority having the direct or indirect power to tax, including, without limitation the federal government, and any state, county, city, or other governmental or quasi-governmental authority, and any improvement or assessment district or other agency or division thereof, whether such tax is:

 

i.                  levied or assessed against or with respect to the value, occupancy, or use of all or any portion of the Leased Premises (as now constructed or as may at any time hereafter be constructed. altered. or otherwise changed), or any legal or equitable interest of Sublessor in the Leased Premises or any part thereof: or

 

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ii.               levied or assessed against or with respect to Sublessor’s business of leasing the Leased Premises, or with respect to the operation of the Leased Premises; or

iii.            determined by the area of the Leased Premises or any part thereof, or by the gross receipts, income. or rent and other sums payable hereunder by Sublessee (including. without limitation, any gross income or excise tax levied with respect to receipt of such rent and or other sums due under this Sublease); or

iv.           imposed upon this transaction or any document to which Sublessee is a party creating or transferring any interest in the Leased Premises; or

v.              imposed during the term of this Sublease or any extension thereof because of a change in ownership of the Leased Premises which results in an increase of real property faxes; or

vi.           any tax or excise, however described, imposed (whether by reason of a change in the method of taxation or assessment, creation of a new tax or charge, or any other cause) in addition to, in substitution partially or totally of, or as an alternate to, any tax previously included within the definition of taxes, or any tax the nature of which was previously included in the definition of taxes, whether or not now customary or within the contemplation of the parties.

 

Taxes shall also include all charges, levies or fees imposed by reason of environmental regulation or other governmental control of the Leased Premises, and all costs and expenses and reasonable attorneys’ fees paid or incurred by Sublessor in connection with:

 

(1)           any proceeding to contest in whole or in part the imposition or collection of any taxes:

(2)           negotiation with public authorities as to any taxes.

 

d.              Proration of Taxes: Sublessees liability to pay taxes shall be prorated oils the basis of a 365-day year to account for any fractional portion of a fiscal tax year included in the lease Term and its commencement and expiration.

 

e.               Tax Delinquency: Failure of Sublessee to pay promptly when due any of the charges required to be paid under this Article shall constitute a default under the terms hereof in like manner as a failure to pay rental when due, and if Sublessor shall elect to pursue an unlawful detainer action upon said default, then Sublessor shall be entitled to claim as an amount of additional rent owed for purposes of said unlawful detainer the amount of such taxes due and payable by Sublessee.

 

f.                 All Other Charges: Sublessee shall pay to Sublessor any and all charges. fees, taxes. and other amounts due from Sublessor to the master lessor of the Leased Premises prior to its due date, for sums due or owing on or after the date of this Sublease.

 

g.              Common Area Maintenance Charges: Sublessee shall be responsible for and shall pay to Sublessor on demand, any and all costs, fees, charges, assessments, expenses or payments for which Sublessor is obligated or liable under the Master Lease with respect to the operation. maintenance and repair of common area of

 

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the Leased Premises. “Common area” shall include: without limitation those areas in or about the property of which the Leased Premises are a part: which have been set aside for the general use, convenience and benefit of the occupants of the property and their customers and employees, including, without limitation, the automobile parking areas, sidewalks, landscaped areas and other areas for pedestrian and vehicular use.

 

To the extent Sublessor pays estimated amounts for such common area expenses. Sublessee shall pay such amounts to Sublessor on demand from Sublessor and shall be entitled to reimbursements and or offsets against future common area expenses as such reimbursements or offsets are received by Sublessor.

 

12. MAINTENANCE AND ALTERATIONS

 

a.               Maintenance by Sublessee: Sublessee shall, at its sole cost and expense, keep in good and safe condition, order and repair all portions of the Leased Premises and all facilities appurtenant thereto and every part thereof which Sublessor is responsible to maintain or repair as lessee under the Master Lease, including without limitation. all plumbing, heating, air conditioning, ventilating, sprinkler, electrical and lighting facilities, interior walls, interior surfaces of exterior walls, floors, ceilings, windows, doors, entrances, all glass (including plate glass), and skylights located within the Leased Premises, walkways, parking and service areas within or adjacent to the Leased Premises. If the Leased Premises are not so maintained. and such condition continues seventy two (72) hours after notice or exists upon expiration or termination hereof. Sublessor may cause such maintenance to be performed at Sublessees expense and: or may obtain maintenance contracts for the Store and charge the Sublessee for same. Sublessor shall, when and if it deems necessary, make any and all repairs on the Leased Premises, and Sublessee hereby consents to such actions by Sublessor. Sublessor may charge the Sublessee for any of the foregoing repairs, if, in Sublessor’s opinion, such repairs are occasioned by Sublessees abuse or neglect. Sublessee shall not modify, alter, or add to the Leased Premises without the prior written consent of Sublessor.

 

b.              Damage, Abatement of Rent: Notwithstanding anything in this Sublease to the contrary, Sublessee at its own cost and expense shall repair and replace as necessary all portions of the Leased Premises damaged by Sublessee, its employees, agents, invitees customers or visitors. There shall be no abatement of rent or other sums payable by Sublessee prior to or during any repairs by Sublessee or Sublessor hereunder.

 

c.               Alterations and Liens: Sublessee shall not make or permit any other person to make any structural changes, alterations, or additions to the Leased Premises or to any improvement thereon or facility appurtenant thereto without the prior written consent of Sublessor first had and obtained. Sublessee shall keep the Leased Premises free and clear from any and all liens, claims, and demands for work performed, materials furnished, or operations conducted on the Leased Premises

 

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at the instance or request of Sublessee. As a condition to giving its consent to any proposed alterations, Sublessor may require that Sublessee remove any or all of said alterations at the expiration or sooner termination of the Sublease term and restore the Leased Premises to its condition as of the date of Sublessees occupation of the Leased Premises. Prior to construction or installation of any alterations, Sublessor may require Sublessee to provide Sublessor, at Sublessees sole cost and expense, a lien and completion bond in an amount equal to one and one-half times the estimated cost of such alterations, to insure Sublessor against any Liability for mechanic’s and materialmen’s liens and to insure completion of the work. Should Sublessee make any alterations without the prior written consent of Sublessor. Sublessee shall remove the same at Sublessees expense upon demand by Sublessor.

 

d.              Inspection by Sublessor: Sublessee shall permit Sublessor or Sublessor’s acients, representatives, designees, or employees to enter the Leased Premises at all reasonable times for the purpose of iris pecting the Leased Premises to determine whether Sublessee is complying with the terms of this Sublease and for the purpose of doing other lawful acts that may be necessary to protect Sublessor’s interest in the Leased Premises under this Sublease, or to perform Sublessor’s duties under this Sublease, or to show the Leased Premises to insurance agents, lenders, and other third parties, or as otherwise allowed by law.

 

e.               Plans and Permits: Any alteration that Sublessee shall desire to make in or about the Leased Premises and which requires the consent of Sublessor shall be presented to Sublessor in written form, with proposed detailed plans and specifications therefor prepared at Sublessees sole expense. Any consent by Sublessor thereto shall be deemed conditioned upon Sublessees acquisition of all permits required to make such alteration from all appropriate governmental agencies, the furnishing of copies thereof to Sublessor prior to commencement of the work, and the compliance by Sublessee with all conditions of said permits in a prompt and expeditious manner, all at Sublessees sole cost and expense.

 

f.                 Construction Work Done by Sublessee: All construction work required or permitted to be done by Sublessee shall be performed by a licensed contractor in a good and workmanlike mariner and shall conform in quality and design with the Leased Premises existing as of the Commencement Date, and shall not diminish the value of the Leased Premises in any way whatsoever. In addition, all such construction work shall be performed in compliance with all applicable statutes, ordinances, regulations, codes and orders of governmental authorities and insurers of the Leased Premises. Sublessee or its agents shall secure all licenses and permits necessary therefore.

 

g.              Title to Alterations: Unless Sublessor requires the removal thereof, any alterations which may be made on the Leased Premises, shall upon installation or construction thereof on the Leased Premises become the property of Sublessor and shall remain upon and be surrendered with the Leased Premises at the

 

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expiration or sooner termination of the term of this Sublease. Without limiting the generality of the foregoing, all heating, lighting, electrical (including all wiring, conduits, main and subpanels), air conditioning, partitioning, drapery, and carpet installations made by Sublessee, regardless of how affixed to the Leased Premises, together with all other alterations that have become a part of the Leased Premises, shall be and become the property of Sublessor upon installation, and shall not be deemed trade fixtures, and shall remain upon and be surrendered with the Leased Premises at the expiration or sooner termination of this Sublease.

 

h.              Removal of Alterations: in addition to Sublessors right to require Sublessee at the time of installation or construction of any alteration to remove the same upon expiration or sooner termination of this Sublease. Sublessor may elect, by notice to Sublessee at least thirty (30) days before expiration of the Term hereof, or within forty five (45) days after sooner termination hereof, to acquire Sublessee to remove any alterations that Sublessee has made to the Leased Premises. If Sublessor so elects. Sublessee shall, at its sole expense, upon expiration, of the Term hereof. or within fifteen (15) days after any sooner termination hereof, remove such alterations, repair any damage occasioned thereby, and restore the Leased Premises to the condition existing as of the Commencement Date or such other condition as may reasonably be designated by Sublessor in its election.

 

13.        INDEMNITYAND INSURANCE

 

a.               Hold-Harmless Clause: Sublessee agrees to indemnify, defend and hold Sublessor, the property of Sublessor, and the Leased Premises, free and harmless from any and all claims, liability, loss, damage. or expenses incurred by reason of this Sublease or resulting from Sublessees occupancy and use of the Leased Premises (other than as a result of the direct gross negligence of Sublessor) , specifically including, without limitation, any claim, liability, loss, or damage arising by reason of;

 

i.                  The death or injury of any person or persons, including Sublessee. any person who is an employee or agent of Sublessee, or by reason of the damage to or destruction of any property, including property owned by Sublessee or any person who is an employee or agent of Sublessee, and caused or allegedly caused by either the condition of the Leased Premises, or some act or omission of Sublessee or of some agent, contractor, employee. or invitee of Sublessee on the Leased Premises;

ii.               Any work performed on the Leased Premises or materials furnished to the Leased Premises at the instance or request of Sublessee or any agent or employee of Sublessee; and

iii.            Sublessee’s failure to perfprm any provision or this Sublease or to comply with any

iv.           requirement of law or any requirement imposed on the use by Sublessee of the Leased Premises by any governmental agency or political subdivision.

v.              Maintenance of the insurance required under this Article shall not relieve Sublessee of the obligations of indemnification contained in this Section.

 

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b.              Liability Insurance: Sublessee shall, at its own cost and expense, secure and maintain during the term of this Sublease, a comprehensive broad form policy of Combined Single Limit Bodily Injury and Property Damage Insurance issued by a reputable company authorized to conduct insurance business in Hong Kong insuring Sublessee against loss or liability caused by or connected with Sublessee’s use and occupancy of the Leased Premises in an amount not less than fifty thousand Hong Kong dollars per occurrence.

 

c.               Casualty and Fire Insurance: At ail times during the Term hereof. Sublessee shall keep the Leased Premises and personal property thereon insured against loss or damage by fire, windstorm, hail, explosion, damage from vehicles. smoke damage, vandalism, casualty and malicious mischief and such other risks as are customarily included “in all risk” extended insurance coverage, including coverage for business interruption, in an amount equal to not less than [NUMBER] of the actual replacement value of the Leased Premises and the personal property, fixtures, and other property on the Leased Premises.

 

d.              Workers’ Compensation Insurance: During the term of this Sublease, Sublessee shall comply with all Workers’ Compensation laws applicable on the date hereof or enacted thereafter and shall maintain in full force and effect a Workers’ Compensation Insurance policy covering all employees in any way connected with the business conducted by Sublessee pursuant to this Sublease and shall pay all premiums, contributions, taxes and such other costs and expenses as are required to be paid incident to such insurance coverage, all at no cost to Sublessor.

 

e.               Policy Form: The policies of insurance required to be secured and maintained under this Sublease shall be issued by good, responsible companies, qualified to do business in Hong Kong. Executed copies of such policies of insurance or certificates thereof shall be delivered to Sublessor and to the Master Lessor under the Master Lease not later than ten (10) days prior to the commencement of business operations of Sublessee at the Leased Premises and thereafter, executed copies of renewal policies of insurance or certificates thereof shall be delivered to Sublessor within ten (10) days prior to the expiration of the term of each such policy. All such policies of insurance shall contain a provision that the insurance company writing such policy(s) shall give Sublessor at least ten (10) days’ written notice in advance of any cancellation or lapse, or the effective date of any reduction in the amounts or other material changes in the provisions of such insurance. All policies of insurance required under this Sublease shall be written as primary coverage and shall list the Master Lessor under the Master Lease and the Sublessor as loss payees and as additional insureds. If Sublessee fails to procure or maintain in force any insurance as required by this Section or to furnish the certified copies or certificates thereof required hereunder. Sublessor may, in addition to all other remedies it may have, procure such insurance and or

 

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certified copies or certificates, and Sublessee shall promptly reimburse Sublessor for all premiums and other costs incurred in connection therewith.

 

f.                 Waiver of Subrogation: Sublessee agrees that in the event of loss or damage due to any of the perils for which it has agreed to provide insurance. Sublessee hereby waives any and all claims that it might otherwise have against Sublessor with respect to any risk insured against to the extent of any proceeds realized from the insurance coverage to compensate for a loss. To the extent permitted by applicable insurance policies without voiding coverage. Sublessee hereby releases and relieves Sublessor. and waives its entire right of recovery against Sublessor for loss or damage arising out of or incident to the perils insured against to the extent of insurance proceeds realized for such loss or damage, which perils occur in. on or about the Leased Premises and regardless of the cause or origin, specifically including the negligence of Sublessor or its agents employees, contractors and or invitees. Sublessee shall to the extent such insurance endorsement is available, obtain for the benefit of Sublessor a waiver of any right of subrogation which the insurer of such party might otherwise acquire against Sublessor by virtue of the payment of any loss covered by such insurance and shall give notice to the insurance carrier or carriers that the foregoing waiver of subrogation is contained in this Sublease.

 

14.          SIGNS AND TRADE FIXTURES

 

a.               Installation of Trade Fixtures: For so long as Sublessee is not in default of any of the terms: conditions and covenants of this Sublease. Sublessee shall NOT have the right at any time and from time to time during the Term of this Sublease and any renewal or extension of such term. at Sublessees sole cost and expense, to install and affix in, to, or on the Leased Premises such items (hereinafter called “trade fixtures”), for use in Sublessees trade or business as Sublessee may, in its reasonable discretion, deem advisable.

 

b.              Signs: Subject to any and all requirements now or hereinafter enacted by any municipal, county. or state regulatory agency having jurisdiction thereover and subject to Sublessor’s written consent. Sublessee may NOT erect at Sublessees cost: a sign on the Leased Premises identifying the Leased Premises.

 

15.          CONDEMNATION AND DESTRUCTION

 

a.               Total Condemnation: Should. during the Term of this Sublease or any renewal or extension thereof, title and possession of all of the Leased Premises be taken under the power of eminent domain by any public or quasi-public agency or entity, this Sublease shall terminate as of the date actual physical possession of the Leased Premises is taken by the agency or entity exercising the power of eminent domain and both Sublessor and Sublessee shall thereafter be released from all obligations under this Sublease.

 

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b.              Termination Option for Partial Condemnation: Should, during the Term of this Sublease or any renewal or extension thereof title and possession of more than 25% of the floor area of the Leased Premises, and/or more than 50% of the parking area of the Leased Premises be taken under the power of eminent domain by any public or quasi-public agency or entity. Sublessor may terminate this Sublease. The option herein reserved shall be exercised by giving written notice on or before FOURTEEN days after actual physical possession of the portion subject to the eminent domain power is taken by the agency or entity exercising that power and this Sublease shall terminate as of the date the notice is deemed given.

 

c.               Partial Condemnation Without Termination: Should Sublessee or Sublessor fail to exercise the termination option described in this Article. or should the portion of the Leased Premises taken under the power of eminent domain be insufficient to give rise to the option therein described, then, in that event:

i.      This Sublease shall terminate as to the portion of the Leased Premises taken by eminent domain as of the day (hereinafter called the “date of taking”), actual physical possession of that portion of the Leased Premises is taken by the agency or entity exercising the power of eminent domain;

ii.     Base Minimum Rent to be paid by Sublessee to Sublessor ‘ pursuant to the terms of this Sublease shall after the date of taking, be reduced by an amount that bears the same ratio to the Base Minimum Rent specified in this Sublease as the square footage of the actual floor area of the Leased Premises taken under the power of eminent domain bears to the total square footage of floor area of the Leased Premises as of the date of this Sublease; and

iii.    Except to the extent the Master Lessor under the Master Lease is so obligated, Sublessee, at Sublessees own cost and expense shall remodel and reconstruct the building remaining on the portion of the Leased Premises not taken by eminent domain into a single efficient architectural unit in accordance with plans mutually approved by the parties hereto as soon after the date of taking, or before, as can be reasonably done.

 

d.              Condemnation Award: Should. during the Term of this Sublease or any renewal or extension thereof, title and possession of all or any portion of the Leased Premises be taken under the power of eminent domain by any public or quasi-public agency or entity, the compensation or damages for the taking awarded shall belong to and be the sole property of the Sublessor.

 

e.               Destruction: (a) In the event the Leased Premises are damaged or destroyed and the total costs and expenses for repairing or reconstructing the Leased Premises exceeds the sum of HONG KONG DOLLARS HUNDRED THOUSAND, Sublessor, at Sublessor’s option, may:

i.      Continue this Sublease in full force and effect by restoring, repairing or rebuilding the Leased Premises at Sublessor’s own cost and expense or through insurance coverage; or

 

ii.     Terminate this Sublease by serving written notice of such termination on Sublessee no later than THIRTY days following such casualty.

 

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iii.    In the event the Leased Premises are damaged or destroyed and Sublessee will not be able to operate any business thereon for FOURTEEN consecutive days, Sublessee, at Sublessee’s option, may terminate this Sublease by serving written notice of such termination on Sublessor no later than FOURTEEN days following such casualty,  in which event this Subleease shall be deemed terminated on the date of such casualty; provided, however, that such termination right shall not be applicable unless Sublessor has a similar termination right under the Master Lease.

 

iv.    Should Sublessor or the Master Lessor under the Master Lease elect to repair and restore the Leased Premises to their former condition following partial of full destruction of the Leased Premises:

1.               Sublessee shall not be entitled to any damages for any loss or inconvenience sustained by Sublessee by reason of the making of such repairs and restoration.

2.               Sublessor and such Master Lessor shall have full right to enter upon and have access to the Leased Premises, or any portion thereof, as may be reasonably necessary to enable such parties promptly and efficiently to carry out the work of repair and restoration.

 

f.                 Damaged by Sublessee: Sublessee shall be responsible for and shall pay to Sublessor any and all losses, damages, costs, and expenses, including but not limited to attorney’s fees, resulting from casualty loss caused by the negligence or willful misconduct of Sublessee or its employees, agents, contractors, or invitees.

 

16. SUBLEASING, ASSIGNMENT, DEFAULT AND TERMINATION

 

a. Subleasing and Assignment: Sublessee shall NOT sell, assign, hypothecate, pledge or otherwise transfer this Sublease, or any interest therein, either voluntarily, involuntarily, or by operation of law, and shall NOT sublet the Leased Premises, or any part thereof, or any right or privilege appurtenant thereto, for any reason whatsoever, or permit the occupancy thereof by any person, persons, or entity through under it, or grant a security interest in Sublessee’s interest in the Leased Permises or this Sublease or any fixtures located on the Leased Premises, without the prior written consent of Sublessor first had and obtained, which may be given or withheld in the Sublessor’s sole and absolute discretion. For the purpose of this Section, any dissolution, merger, consolidation or other reorganization of Sublessee, or any change or changes in the stock ownership of Sublessee, which aggregates 51% or more of the capital stock of Sublessee shall be deemed to be an assignment of this Sublease. Sublessee shall not mortgage, hypothecate or encumber this Sublease. Sublessor’s consent to one assignment, subletting, occupancy, or use by any other person, entity or entities shall not relieve Sublessee from any obligation under this Sublease and shall not be deemed to be a consent to any subsequent assignment, subletting, occupancy or use. Any assignment, pledge, subletting, occupancy or use without Sublessor’s written consent shall be void and shall, at the option of the Sublessor, terminate this Sublease.

 

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b. Events of Default: Sublessees failure to timely pay any rent, taxes or other charges required to be paid pursuant to the terms of this Sublease shall constitute a material breach of this Sublease and an event of default if not paid by Sublessee within thirty (30) days of the date such rent, taxes or charges are payable. Events of default under this Sublease shall also include, without limitation, the events hereinafter set forth, each of which shall be deemed a material default of the terms of the Sublease if not fully cured within [NUMBER] days of occurrence. Such events shall include:

 

i.                                          Sublessees failure to perform or observe any term, provisions, conversant, agreement or condition of this Sublease;

 

ii.                                       Sublessee breaches this Sublease and abandons the Leased Premises before expiration of the Term of this Sublease;

 

iii.                                    Any representation or warranty made by Sublessee in connection with this Sublease between Sublessee and Sublessor proving to have been incorrect in any respect;

 

iv.                                   Sublessees institution of any proceedings under the Bankruptcy Act, as such Act now exists or under any similar act relating to the subject of insolvency or bankruptcy, whether in such proceeding Sublessee seeks to be adjudicated a bankrupt, or to be discharged of its debts or effect a plan of liquidation, composition or reorganization;

 

v.                                      The filing against Sublessee of any involuntary proceeding under any such bankruptcy laws;

 

vi.                                   Sublessees becoming insolvent or being adjudicated a bankrupt in any court of competent jurisdiction, or the appointment of a receiver or trustee of Sublessees property, or Sublessees making an assignment for the benefit of creditors;

 

vii.                                The issuance of a writ of attachment by any court of competent jurisdiction to be levied on this Lease; or

 

viii.                             Any event which is an event of default under the Master Lease or which would become so with the passage of time or the giving of notice or both.

 

c. Sublessors Remedies for Sublessees Default: Upon the occurrence of any event of default described in Section 10.02 hereof, Sublessor may, at its option and without any further demand or notice, in addition to any other remedy or right given hereunder or by law, do any of the following:

 

i.                  Sublessor may terminate Sublessees right to possession of the Leased Premises by giving written notice to Sublessee. If Sublessor gives such

 

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written notice, then on the date specified in such notice, this Sublease and Sublessees right of possession shall terminate. No act by Sublessor other than giving such written notice to Sublessee shall terminate this Sublease. Acts of maintenance, efforts to relet the Leased Premises, or the appointment of a receiver on Sublessor’s initiative to protect Sublessors interest under this Sublease shall not constitute a termination of Sublessees right to possession. On termination Sublessor has the right to recover from Sublessee:

 

1.               The worth at the time of the award of the unpaid rent and other charges that had been earned or owed to Sublessor at the time of termination of this Sublease;

 

2.               The worth at the time of the award of the amount by which (a) the unpaid rent and other charges that would have been earned or owed to Sublessor after the date of termination of this Sublease until the time of award exceeds (b) the amount of such rental loss that Sublessee proves could have been reasonably avoided;

 

3.               The worth at the time of the award of the amount by which (a) the unpaid rent and other charges for the balance of the term after the time of award exceeds (b) the amount of such rental loss that Sublessee proves could have been reasonably avoided; and

 

4.               Any other amount necessary to compensate Sublessor for all the detriment caused by Sublessees failure to perform its obligations under this Sublease or which in the ordinary course of things would be likely to result therefrom, including without limitation any costs or expenses incurred by Sublessor in recovering possession of the Leased Premises maintaining or preserving the Leased Premises after such default, preparing the Leased Premises for reletting to a new tenant. or any repairs or alterations to the Leased Premises for such reletting. and all leasing commissions, reasonable attorney’s fees, architect’s fees and any other costs incurred by Sublessor to relet the Leased Premises or to adapt them to another beneficial use. Sublessee shall also indemnify, defend and hold Sublessor harmless from all claims, demands, actions, liabilities and expenses (including but not limited to reasonable attorney’s fees and costs) arising prior to the termination of this Sublease or arising out of Sublessees use or occupancy of the Leased Premises.

 

ii.               Sublessor may, in any lawful manner, re-enter and take possession of the Leased Premises without terminating this Sublease or otherwise relieving Sublessee of any obligation hereunder. Sublessor is hereby authorized, but not obligated (except to the extent required by law). to relet the Leased Premises or any part thereof on behalf of the Sublessee. to use the premises for its or its affiliates’ account, to incur such expenses as may be reasonably necessary to

 

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relet the Leased Premises, and relet the Leased Premises for such term, upon such conditions and at such rental as Sublessor in its sole discretion may determine. Until the Leased Premises are relet by Sublessor, if at all, Sublessee shall pay to Sublessor all amounts required to be paid by Sublessee hereunder. If Sublessor relets the Leased Premises or any portion thereof such reletting shall not relieve Sublessee of any obligation hereunder, except that Sublessor shall apply the rent or other proceeds actually collected by it as a result of such relettin against any amounts due from Sublessee hereunder to the extent that such rent or other proceeds compensate Sublessor for the non-performance of any obligation of Sublessee hereunder. Such payments by Sublessee shall be due at such times as are provided elsewhere in this Sublease. and Sublessor need not wait until the termination of this Sublease, by expiration of the term hereof or otherwise, to recover them by legal action or in any other manner. Sublessor may execute any lease made pursuant hereto in its own name. and the tenant thereunder shall be under no obligation to see to the application by Sublessor of any rent or other proceeds by Sublessor, nor shall Sublessee have any right to collect any such rent or other proceeds. Sublessor shall not by any re-entry or other act be deemed to have accepted any surrender by Sublessee of the Leased Premises or Sublessees interest therein. or be deemed to have otherwise terminated this Sublease, or to have relieved Sublessee of any obligation hereunder, unless Sublessor shall have given Sublessee express written notice of Sublessor’s election to do so as set forth herein.

 

iii.            iii. Even though Sublessee has breached this Sublease and may have abandoned or vacated the Leased Premises, this Sublease shall continue in effect for so Jong as Sublessor does not terminate Sublessees right to possession, and Sublessor may

 

iv.           iv. In the event any personal property of Sublessee remains at the Leased Premises after Sublessee has vacated. it shall be dealt with in accordance with the statutory procedures provided by applicable law dealing with the disposition of personal property of Sublessee remaining on the Leased Premises after Sublessee has vacated.

 

v.              Sublessor may exercise any right or remedy reserved to the Master Lessor under the Master Lease (each of which rights and remedies are hereby incorporated herein), and any other remedy or right now or hereafter available to a landlord against a defaulting tenant under applicable law or the equitable powers of its courts, whether or not otherwise specifically reserved herein.

 

vi.           Sublessor shall be under no obligation to observe or perform any provision, term, covenant, agreement or condition of this Sublease on its part to be observed or performed which accrues after the date of any default by Sublessee hereunder.

 

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vii.                    Any legal action by Sublessor to enforce any obligation of Sublessee or in the pursuance of any remedy hereunder shall be deemed timely filed if commenced at any time prior to one (1) year after the expiration of the term hereof or prior to one (1) years after the cause of action accrues, whichever period expires later.

 

viii.                 In any action of unlawful detainer commenced by Sublessor against Sublessee by reason of any default hereunder, the reasonable rental value of the Leased Premises for the period of the unlawful detainer shall be deemed to be the amount of rent and additional charges reserved in this Sublease for such period.

 

ix.                         Sublessee hereby waives any right of redemption or relief from forfeiture under any present or future law. if Sublessee is evicted or Sublessor takes possession of the Leased Premises by reason of any default by Sublessee hereunder.

 

x.                            No delay or omission of Sublessor to exercise any right or remedy shall be construed as a waiver of any such right or remedy or of any default by Sublessee hereunder.

 

d.             Receiver: Upon the occurrence of any event of default as defined in Article 16 b) hereof or in any action instituted by Sublessor against Sublessee to take possession of the Leased Premises and to collect Base Minimum Rent: or any other charge due hereunder a receiver may be appointed at the request of Sublessor to collect such rents and profits, to conduct the business of Sublessee then being carried on in the Leased Premises and to take possession of any property belonging to Sublessee and used in the conduct of such business and use the same in conducting such business on the Leased Premises without compensation to Sublessee for such use. Neither the application nor the appointment of such receiver shall be construed as an election on the Sublessor’s part to terminate this Sublease unless written notice of such intention is given by Sublessor to Sublessee.

 

e.             Attorneys’ Fees: If as a result of any breach or default in the performance of any of the provisions of this Sublease. Sublessor uses the services of an attorney in order to secure compliance with such provisions or recover damages therefor, or to terminate this Sublease or evict Sublessee. Sublessee shall reimburse Sublessor upon demand for any and all attorneys’ fees and expenses so incurred by Sublessor, including Without the limitation appraisers’ and expert witness fees: provided that if Sublessee shall be the prevailing party in any legal action brought by Sublessor against Sublessee. Sublessee shall be entitled to recover the fees of its attorneys in such amount as the court may adjudge reasonable. Sublessee shall advance to Sublessor any and all attorneys’ fees and expenses to be incurred or incurred by Sublessor in connection with any modifications to this Sublease proposed by Sublessee. any proposed assignment of this Sublease by Sublessee or any proposed subletting of the Leased Premises by Sublessee.

 

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f. Cumulative Remedies; No Waiver: The specified remedies to which Sublessor may resort under the terms hereof are cumulative and are not intended to be exclusive of any other remedy or means of redress to which Sublessor may be lawfully entitled in case of any breach or threatened breach by Sublessee of any provision hereof. If for any reason Sublessor fails or neglects to take advantage of any of the terms of this Sublease providing for termination or other remedy, any such failure of Sublessor shall not be deemed to be a waiver of any default of any of the provisions, terms, covenants, agreements or conditions of this Sublease. The waiver by Sublessor of any breach of any term, condition or covenant herein contained shall not be deemed to be a waiver of any subsequent breach of the same or any other term, condition or covenant herein contained. None of the provisions, terms, covenants, agreements or conditions hereof can be waived except by the express written consent of Sublessor. Subsequent acceptance of rent hereunder by Sublessor shall not be deemed to be a waiver of any preceding breach by Sublessee of any provision: term, covenant, agreement or condition of this Sublease other than the failure of Sublessee to pay the particular rental accepted, regardless of Sublessors knowledge of such preceding breach at the time of acceptance of such rent.

 

17.           ESTOPPEL

 

At any time and from time to time, upon request in writing from Sublessor, Sublessee agrees to execute acknowledge, and deliver to Sublessor a statement in writing within [NUMBER] days of request, certifying that this Sublease is unmodified and in full force and effect (or, if there have been modifications, stating the modifications), the commencement and termination dates, the Base Minimum Rent, the other charges payable hereunder the dates to which the same have been paid, and such other items as Sublessor may reasonably request. It is understood and agreed that any such statement may be relied upon by any mortgagee, beneficiary. or grantee of any security or other interest, or any assignee of any thereof, under any mortgage or deed of trust now or hereafter made covering any leasehold interest in the Leased Premises, and any prospective purchaser of the Leased Premises.

 

18.           FORCE MAJEURE — UNAVOIDABLE DELAYS

 

Should the performance of any act required by this Sublease to be performed by either Sublessor or Sublessee be prevented or delayed by reason of an act of God, war, civil commotion, fire, flood, or other like casualty, strike, lockout, labor troubles, inability to secure materials, restrictive governmental laws or regulations, unusually severe weather, or any other cause. except financial inability, not the fault of the party required to perform the act, the time for performance of the act will be extended for a period equivalent to the period of delay and performance of the act during the period of delay will be excused: provided, however, that nothing contained in this section shall excuse the prompt payment of rent or other monies due by Sublessee as required by this Sublease or the performance of any act rendered difficult solely because of the financial condition of the party, Sublessor or Sublessee, required to perform the act.

 

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19.           NOTICES

 

Except as otherwise expressly provided by law, any and all notices or other communications required or permitted by this Sublease or by law to be served on or given to either party hereto by the other party hereto shall be in writing and shall be deemed duly served and given when personally delivered to the party: Sublessor or Sublessee, to whom it is directed or any managing employee of such party, or: in lieu of such personal service, 72 hours after deposit in ordinary mail box (via local post office), certified or registered mail with postage prepaid or when transmitted by telecopy or facsimile addressed to the parties as set forth on the signature page hereof. Either party, Sublessor or Sublessee, may change the addresses herein contained for purposes of this Section by giving written notice of the change to the other party in the manner provided in this Section.

 

20.           AMENDMENTS

 

No amendment change or modification of this Sublease shall be valid and binding unless such is contained in a written instrument executed by the parties hereto and which instrument expresses the specific intention of the parties to amend, change or modify this Sublease.

 

21.           ACCORD AND SATISFACTION

 

No payment by Sublessee or receipt by Sublessor of a lesser amount than the monthly rent herein stipulated shall be deemed to be other than on account of the stipulated rent earliest in time, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as rent be deemed an accord and satisfaction and Sublessor may accept such check or payment without prejudice to Sublessor’s right to recover the balance of such rent or pursue any other remedy provided in this Sublease or by law.

 

22.           NO AGENCY CREATED

 

Nothing contained in this Sublease shall be deemed or construed by the parties hereto or by any third party to create the relationship of principal and agent, or of partnership, or of joint venture, or of any association whatsoever between Sublessor and Sublessee other than sublessor and sublessee.

 

23.           BROKERAGE COMMISSION

 

Sublessee represents that neither it nor any of its affiliates has engaged the services of any real estate broker finder, or any other person or entity in connection with this lease transaction and therefore should Sublessee be found to be in violation of such representation. Sublessee shall indemnify Sublessor against any and all claims for brokerage commissions or finders fees in connection with this transaction, and to indemnify, defend and hold Sublessor free and harmless from all liabilities arising from any such claim, including without limitation attorneys’ fees in connection therewith.

 

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24.           SOLE AND ONLY AGREEMENT

 

This instrument constitutes the sole and only agreement between Sublessor and Sublessee respecting   the Leased Premises or the leasing of the Leased Premises to Sublessee. Sublessor shall have no obligations to Sublessee, whether express or implied. other than those specifically set forth in this Sublease.

 

25.           SEVERABILITY AND GOV

 

This Sublease shall be governed by the laws of Hong Kong SAR Government of People Republic of China. Whenever possible each provision of this Sublease shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Sublease shall be prohibited, void, invalid, or unenforceable under applicable law, such provision shall be ineffective to the extent of such prohibition, invalidity, violability, or enforceability without invalidating the remainder of such, or the remaining provisions of this Sublease.

 

26.           CONSTRUCTION AND HEADINGS

 

All references herein in the singular shall be construed to include the plural, and the masculine, and the masculine to include the feminine or neuter gender, where applicable, and where the context shall require. Section headings are for convenience of reference only and shall not be construed as part of this Sublease nor shall they limit or define the meaning of any provision herein. The provisions of this Sublease shall be construed as to their fair meaning, and not strictly for or against Sublessor or Sublessee.

 

27.           EFFECT OF EXECUTION

 

The submission of this Sublease for examination shall not effect any obligation on the part of the submitting or examining party and this Sublease shall become effective only upon the complete execution thereof by both Sublessor and Sublessee.

 

28.           INUREMENT

 

Sublessor shall have the full and unencumbered right to assign this Sublease. The covenants: agreements, restrictions, and limitations contained herein shall also be binding on Sublessees permitted successors and assigns.

 

29.           TIME OF ESSENCE

 

Time is expressly declared to be of the essence.

 

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30.           NO LIGHT, AIR OR VIEW EASEMENT

 

Any diminution or shutting off of light, air or view by any structure which may be erected on lands adjacent to the Leased Premises shall in no way affect this Sublease or impose any liability on Sublessor.

 

31.           TRIPLE NET LEASE

 

It is the purpose and intent of Sublessor and Sublessee that this Sublease be deemed and construed to be a “triple net lease” so that Sublessor shall receive all rentals and other sums specified hereunder during the term of this Sublease: free from any and all charges, costs: assessments, expenses, deductions and or set-offs of any kind or nature whatsoever, and Sublessor shall not be expected or required to pay any such charge: assessment or expense: or be under any obligation or liability hereunder, except as herein expressly set forth. All charges, costs: expenses and obligations of any nature relating to the repair, restoration, alteration, maintenance and operation of the Leased Premises shall be paid by harmless by Sublessee from and against such charges, costs: expenses and obligations.

 

32.           AUTHORITY

 

Each individual executing this Sublease on behalf of Sublessee and the Sublessee (if Sublessee is a corporation or other entity) does hereby covenant and warrant that (i) Sublessee is a duly authorized and validly existing entity, (ii) Sublessee has and is qualified to do business in Hong Kong SAR, (iii) the entity has full right and authority to enter into this Sublease, and (iv) each person executing this Sublease on behalf of the entity was authorized to do so.

 

33.           SURVIVAL

 

All obligations of Sublessee under this Sublease, including without limitation the obligations to pay Base Minimum Rent shall survive the expiration or termination of this Sublease.

 

34.           WAIVER

 

Sublessee hereby waives any rights it may have under the provisions of  Common Law of HKSAR Government, if applicable, and any similar statutes regarding repair of the Leased Premises or termination of this Sublease after destruction of all or any part of the Leased Premises.

 

35.          RECORDATION

 

Sublessee shall not record this Sublease or a short form memorandum hereof without the prior written consent of the Sublessor.

 

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36.          TRANSFER OF MASTER LEASE

 

In the event of any assignment or transfer of the Master Lease by Sublessor to any other party or entity, Sublessor shall be and is hereby entirely freed and relieved of all liability under any and all of its covenants and obligations contained in or derived from this Sublease arising out of any act: occurrence or omission occurring after the consummation of such assignment or transfer: and the assignee or such transferee shall be deemed, without any further agreement between parties or their successors in interest or between the parties and any such assignee or transferee, to have assumed and agreed to carry out any and all of the covenants and obligations of the Sublessor under this Sublease. Sublessee hereby agrees to attorn to any such assignee or trustee. Sublessee agrees to execute any and all documents deemed necessary or appropriate by Sublessor to evidence the foregoing.

 

37.          SUBORDINATION, ATTORNMENT

 

Without the necessity of any additional document being executed by Sublessee for the purpose of effecting a subordination, this Sublease shall in all respects be subject and subordinate at all times to the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Leased Premises or Sublessor’s interest or estate is specified as security. Notwithstanding the foregoing, Sublessor shall have the right to subordinate or cause to be subordinated any lien or encumbrance to this Sublease. In the event that any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason. Sublessee shall, notwithstanding any subordination, attorn to and become the sublessee of the successor in interest to Sublessor. at the option of such successor in interest. Sublessee covenants and agrees to execute and deliver, upon demand by Sublessor and in the form requested by Sublessor, any additional documents evidencing the priority or subordination of this Sublease.

 

38.           NO MERGER

 

The voluntary or other surrender of this Sublease by Sublessee, or a mutual cancellation hereof, shall not work a merger. and shall, at the option of Sublessor, terminate all or any existing subleases or subtenancies or may, at the option of Sublessor, operate as an assignment to Sublessor of any or all such subleases or subtenancies.

 

39.           RIGHT OF SUBLESSOR TO PERFORM

 

All terms, covenants and conditions of this Sublease to be performed or observed by Sublessee shall be performed or observed by Sublessee at its sole cost and expense and without any reduction of rent of any nature payable hereunder. If Sublessee shall fail to pay any sum of money, other than rent required to be paid by it hereunder or shall fail to perform any other term or covenant hereunder on its part to be performed, Sublessor, without waiving or releasing Sublessee from any obligation of Sublessee hereunder, may but shall not be obligated to, make any such payment or perform any such other term or covenant on Sublessees part to be performed. All sums so paid by Sublessor and all necessary costs of such performance by Sublessor. together with interest thereon from the date of payment at the rate eighteen percent (18%) or the highest rate permissible by law, whichever is less. shall be paid. and Sublessee covenants to make such payment, to

 

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Sublessor on demand. and Sublessor shall have. in addition to any over right or remedy of Sublessor. the same rights and remedies in the event of nonpayment thereof by Sublessee as in the case of failure in the payment of rent hereunder.

 

40.           MODIFICATION FOR LENDER

 

If in connection with obtaining any type of financing, Sublessor’s lender shall request reasonable modifications to this Sublease as a condition to such financing. Sublessee shall not unreasonably withhold, delay or defer its consent thereto, provided such modifications do not materially adversely affect Sublessees rights hereunder.

 

41.           SUBLESSOR’S PERSONAL LIABILITY

 

The liability of Sublessor to Sublessee for any default by Sublessor under the terms of this Sublease shall be limited to the interest of Sublessor in the Leased Premises and Sublessee agrees to look solely to Sublessor’s interest in the Leased Premises for the recovery of any judgment from Sublessor. it being intended that Sublessor shall not be personally liable for any judgment or deficiency.

 

42.           BREACH BY LANDLORD

 

Sublessor shall not be deemed to be in breach in the performance of any obligation required to be performed by it hereunder unless and until it has failed to perform such obligation within thirty (30) days after written notice by Sublessee to Sublessor specifying wherein Sublessor has failed to perform such obligation; provided, however, that if the nature of Sublessors obligation is such that more than three (3) are required for its performance then Sublessor shall not be deemed to be in breech if it shall commence such performance within such thirty (30) day period and thereafter diligently prosecute the same to completion. In any event, Sublessee must bring an action for breach of this Sublease within one(1) year of Sublessor’s breach or be deemed to have waived the breach and not harmed thereby.

 

43.          SURVIVAL OF INDEMNITIES

 

The obligations of the indemnifying party under each and every indemnification and hold harmless provision contained in this Sublease shall survive the expiration or earlier termination of this Sublease to and until the last to occur of (a) the last date permitted by law for bringing of any claim or action with respect to which indemnification may be claimed by the indemnified party against the indemnifying party under such proision or (b) the date on which any claim or action for which indemnification may be claimed under such provision is fully and finally resolved arid, if applicable, any compromise thereof or judgment or award thereon is paid in full by the indemnifying party and the indemnified party is reimbursed by the indemnifying party for any amounts paid by the indemnified party in compromise thereof or upon a judgmert or award thereon and in defense of such action or claim, including attorneys’ fees incurred.

 

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44.           OPTION TO RENEW

 

Subject to the receipt by lessee of an extension of the original lease agreement for a sufficient duration to include this renewal, at any time before the commencement of the last calendar month of the first term of this sublease agreement, sublessee is granted the option and privilege of extending and renewing the term of this sublease agreement for an additional one-year period at an annual rental to be agreed on or arbitrated as provided in this sublease agreement.

 

45.           MEANING OF CONSENT

 

Whenever an act or provision contained in this Sublease is conditioned upon the consent or approval of Sublessor this shall be interpreted to mean, unless otherwise specified to the contrary, that the Sublessor has the full unconditional right and sole discretion as to whether or not to give its consent, which may only be given in writing.

 

46.           QUIET ENJOYMENT

 

If sublessee performs the terms of this sublease agreement, lessee will warrant and defend sublessee in the enjoyment and peaceful possession of the demised premises during the term of this sublease agreement without any interruption by lessee or lessor or either of them or any person rightfully claiming under either of them.

 

47.           MASTER LEASE

 

Notwithstanding anything in this Sublease to the contrary, the rights of Sublessee shall be subject to the terms and conditions contained in the lease (“Master Lease”) between Sublessor and the owner of the Leased Premises (the Alaster Lessor”), as it may be amended from time to time. Sublessee shall assume and perform and comply with the obligations of the lessee under the Master Lease to the same extent as if references to the Sublessor therein were references to Sublessee (all of which obligations are hereby incorporated herein): including, without limitation, the payment of any and all costs, expenses, charges. fees, taxes, payments or other monetary obligations (except for minimum rent and percentage rent) for which Sublessor is liable or responsible under the Master Lease, as such costs, expenses, charges, fees taxes, payment or other monetary obligations come due. Sublessee shall not commit or permit to be committed on the Leased Premises any act or omission which shall violate any term or condition of the Master Lease. Notwithstanding anything in this Sublease to the contrary, the effectiveness of this Sublease shall be conditioned upon Sublessor obtaining the written consent of the Master Lessor (if such consent is required under the Master Lease), in form and substance satisfactory to Sublessor Within ten (10) days of the date hereof. If the Master Lease terminates for any reason this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee.

 

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

 

 

SUBLESSOR — ITTQC

 

SUBLESSEE — Sino Daren Co. Ltd.

 

 

 

/s/

 

/s/

Authorized Seal & Signature

 

Authorized Seal & Signature

 

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EXHIBIT A

TO SUBLEASE

DESCRIPTION OF LEASED PREMISES

 

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Exhibit 23.1

 

GRAPHIC

 

Consent of Independent Registered Public Accounting Firm

 

To the Board of Directors of

Sino Daren Co. Limited

(formerly known as Sino CP Talent Limited)

 

We hereby consent to your incorporation of our audit report dated April 26, 2011 relating to the financial statements of Sino Daren Co. Limited (the “Company”) (formerly known as Sino CP Talent Limited) for the period from August 4, 2010 (date of incorporation) to January 31, 2011 in Form S-1 of the Company dated May 31, 2011:

 

 

/s/ Mazars CPA Limited

 

Mazars CPA Limited

 

Certified Public Accountants

 

Hong Kong 31 May 2011

 

 

 

Mazars CPA Limited

GRAPHIC

 

42nd Floor, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong

Tel: (852) 2909 5555 - Fax: (852) 2810 0032 - info@mazars.com.hk - www.mazars.com.hk

 



Exhibit 99.1

 

SUBSCRIPTION AGREEMENT

 

THIS SUBSCRIPTION AGREEMENT (“Agreement”) made as of this      day of                        , 2011, by and among Sino Daren Co. Ltd., a Nevada corporation (the “Company”), and the undersigned subscriber of securities of the Company (the “Subscriber”).

 

WHEREAS, the Company intends to obtain subscriptions for the purchase and sale, in an offering registered under the Securities Act of 1933, as amended (the “Act”), on Registration Statement on Form S-1 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Offering”), consisting of a minimum of 600,000 and a maximum of 1,000,000 shares of the Company’s common stock, par value $0.001 (the “Shares”), on the terms and conditions as set forth in the prospectus (the “Prospectus”) which is a part of the Company’s Registration Statement, and the Subscriber desires to acquire that number of Shares set forth on the signature page hereof.  This Agreement incorporates terms as defined by Sino Daren Co. Ltd.’s Registration Statement.

 

NOW, THEREFORE, for and in consideration