Securities Purchase Agreement by and between Rodobo International, Inc and Fortune Fame International Limited on February 5, 2010

 

 

 

 

 

 

 

 

    This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the February 5, 2010 between, Rodobo International, Inc., a Nevada Company (the “Company”); and Fortune Fame International Limited, a company incorporated under laws of British Virgin Islands (“BVI I”) listed in Schedule I. The Company and BVI I are collectively referred to as the “Parties” and each of them as a “Party”. All capitalized terms not expressly defined herein shall have the meaning attributed to them in the Equity Transfer Agreements (as defined below).

    WHEREAS, an Equity Transfer Agreement has been entered into, as of February 5, 2010, by and among Harbin Tengshun Technical Development Co,, Ltd. a wholly-owned subsidiary of the Company (“HTTD”), the shareholders of Hulunbeier Beixue Dairy Co., Ltd., a Chinese company (“HBDC”), Mr. Yanbin Wang, the CEO and Chairman of the Company (“Mr. Wang”), who owns 51% of the equity interest in HBDC and Mr. Honghai Zhang (“Mr. Zhang”), who owns 49% of the equity interest in HBDC (“HBDC Equity Transfer Agreement”), pursuant to which HBDC would merge with and into HTTD, with HTTD continuing as the surviving corporation (the “HBDC Acquisition”).

 

    WHEREAS, an Equity Transfer Agreement has been entered into, as of February 5, 2010, by and among HTTD, and the shareholder of Ewenkeqi Beixue Dairy Co., Ltd., a Chinese company (“EBDC”) , Mr. Wang, who owns 51% of the equity interest in HBDC, and Mr. Zhang, who owns 49% of the equity interest in HBDC (“EBDC Equity Transfer Agreement”), pursuant to which HBDC would merge with and into HTTD, with HTTD continuing as the surviving corporation (the “EBDC Acquisition”); and

 

    WHEREAS, an Equity Transfer Agreement has been entered into, as of February 5, 2010, by and among HTTD, the owner of Hulunbeier City Hai La Er District Beixue Dairy Factory, a Chinese company (“HHBD”), Mr. Zhang who owns 100% of the ownership interest in HHBD (“HHBD Equity Transfer Agreement”, together with HBDC Equity Transfer Agreement and EBDC Equity Transfer Agreement, collectively, the “Equity Transfer Agreements”), pursuant to which HHBD would merge with and into HTTD, with HTTD continuing as the surviving corporation (the “HHBD Acquisition”, together with HBDC Acquisition and EBDC Acquisition, collectively, the “Acquisitions”); and

 

    WHEREAS, on or prior to the date hereof, the Special Committee of the Board, which consists of Xiuzhen Qiao, Zhiqiang E, James Hu and Jie Li, all of whom are deemed as “Disinterested Directors”,  as such term is defined under the Nevada Revised Statutes, with the power and authority to review the proposed transactions and evaluate the fairness of such transactions, based on its review of the financial analysis and valuation reports presented by Beijing Haohai Tongfang Assets Appraisal Co., Ltd, dated as of February 4 and Greater China Appraisal Limited to the Board, dated as of February 4, 2010, has determined that the Equity Transfer Agreements and the transactions contemplated thereby, including the Acquisitions, are advisable and are fair to and in the best interests of the Company and the Company’s stockholders.

 

    NOW, THEREFORE, in consideration of the mutual covenants and premises contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby conclusively acknowledged, the parties hereto, intending to be legally bound, agree as follows:

(a) Sale of Consideration Shares.  Upon the terms and subject to the conditions set forth herein, Equity Transfer Agreements and in accordance with applicable law, as the part of consideration of Acquisitions contemplated under Equity Transfer Agreements, the Company hereby agrees to allocate to BVI I, and BVI I agrees to accept, 6,300,000 shares of common stock, par value $0.0001 of the Company (the “Common Stock”) and 2,000,000 shares of series A preferred stock, par value $0.0001 of the Company (the “Series A Preferred Stock”). The 6,300,000 shares of Common Stock and 2,000,000 shares of Preferred Stock are hereinafter collectively, referred to as Consideration Shares.

 

(b) Representations and Warranties of BVI I.  BVI I hereby represents and warrants to the Company, which representations and warranties shall survive the Closing, the following:

 

(a)           BVI I has all requisite power and authority to execute, deliver and perform under this Agreement and the other agreements, certificates and instruments to be executed by BVI I in connection with or pursuant to this Agreement.  Upon execution and delivery by BVI I at the Closing, this Agreement is a legal, valid and binding agreement of BVI I, enforceable against BVI I in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

(b)           BVI I is an “accredited investor” as defined by Rule 501 under the Securities Act of 1933, as amended (the “Securities Act”).

(c)           BVI I is receiving the Consideration Shares for its own account and not with a view to the distribution thereof, nor with any present intention of distributing the same, in violation of the Securities Act, and the rules and regulations promulgated thereunder, or any applicable state securities or “blue sky” laws, rules and regulations.  BVI I understands the Consideration Shares are being issued pursuant to an exemption from registration contained in the Securities Act based in part upon BVI I’s representations contained in this Agreement, including, without limitation, that BVI I is an “accredited investor” within the meaning of Regulation D under the Securities Act.  BVI I confirms it has received or has had full access to all of the Company’s publicly available documents, which are available on the SEC’s website at www.sec.gov, and the information it considers necessary or appropriate to make an informed investment decision with respect to the Consideration Shares under this Agreement.  In determining whether to make this investment, BVI I has relied solely on BVI I’s own knowledge and understanding of the Company and its business based upon BVI I’s own due diligence investigation and the information furnished pursuant to this paragraph.  BVI I understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this paragraph and BVI I has not relied on any other representations or information in making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospects.

 

 

 

(d)           BVI I has substantial experience in evaluating and investing in transactions of securities in companies similar to the Company so that it is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests.  BVI I must bear the economic risk of this investment until the Consideration Shares are sold pursuant to:  (i) an effective registration statement under the Securities Act; or (ii) an exemption from registration is available with respect to such sale.  BVI I is able to bear the economic risks of an investment in the Consideration Shares and to afford a complete loss of BVI I’s investment in the Consideration Shares.

(e)           BVI I is aware that the Consideration Shares and any underlying securities will bear substantially the following legend:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE COMPANY HAS RECEIVED A WRITTEN OPINION FROM COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSFER IS BEING MADE IN COMPLIANCE WITH OR UNDER EXEMPTION FROM ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION THEREFROM.”

(f)           The execution, delivery and performance of this Agreement by BVI I will not conflict with or result in the breach of any term or provision of, or violate or constitute a default under, any charter provision or bylaw or under any material agreement, to which BVI I is a party or by which BVI I is in any way bound or obligated.

(g)           BVI I has carefully considered and has discussed with the BVI I’s professional legal, tax, accounting and financial advisors, to the extent the BVI I has deemed necessary, the suitability of this investment and the transactions contemplated by this Agreement for the BVI I’s particular federal, state, local and foreign tax and financial situation and has determined that this investment and the transactions contemplated by this Agreement are a suitable investment for the BVI I.  BVI I relies solely on such advisors and not on any statements or representations of the Company, the Company or any of its agents.  BVI I understands that BVI I (and not the Company) shall be responsible for BVI I’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

(h)           No governmental, administrative or other third party consents or approvals are required, necessary or appropriate on the part of BVI I in connection with the transactions contemplated by this Agreement.

(i)           BVI I agrees it will not disclose, and will not include in any public announcement, the name of the Company or the Company, unless expressly agreed to by the Company or unless and until such disclosure is required by law or applicable regulation, and then only to the extent of such requirement.

 

(c) Closing.

 

(a)     Time; Place; Outcome. The Closing of the transactions contemplated by this Agreement, unless expressly determined herein, shall be held at the offices of the Company in China, at 4:00 P.M.  Beijing time, on February 5, 2010 (the “Closing Date”) or on such other date and at such other place as may be mutually agreed by the parties, including closing by facsimile with originals to follow.

 

    (b)     Conditions Precedent to BVI I’s Obligations.  The obligations of the BVI I at the Closing shall be subject to the satisfaction on or prior to the Closing of the following conditions precedent, any one or more of which may be waived by the BVI I:

 

(d) Miscellaneous.

 

 

 

 

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

 

By: /s/_ Yanbin Wang ___                                           

      Yanbin Wang

Chief Executive Officer

 
 

Address: ______________________

By: /s/ Yanbin Wang

      Yanbin Wang

      Sole Director

Address: ______________________