As
Filed with the Securities and Exchange Commission on December 13,
2010
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Registration
No. 333-170943
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Delaware
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3640
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26-1357819
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(State
or Other Jurisdiction of
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(Primary
Standard Industrial
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(I.R.S.
Employer Identification No.)
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Incorporation
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Classification
Code Number)
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or
Organization)
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Large
accelerated filer ¨
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Accelerated
filer ¨
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Non-accelerated
filer þ
(Do
not check if a smaller reporting
company)
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Smaller
reporting company ¨
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Proposed
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Proposed
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|||||||||||||||
Maximum
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Maximum
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Amount of
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||||||||||||||
Title of Each Class of
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Amount To Be
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Offering Price
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Aggregate
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Registration
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||||||||||||
Securities To Be Registered
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Registered (1)
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Per Share
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Offering Price (3)
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Fee
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||||||||||||
Common
Stock, $0.0001 par value per share
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1,858,323 | (2) | $ | 2.77 | (3) | $ | 5,147,555 | $ | 367.02 | |||||||
Total
Registration Fee
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$ | 367.02 | (4) |
(1)
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In
accordance with Rule 416(a), the Registrant is also registering hereunder
an indeterminate number of additional shares of Common Stock that shall be
issuable pursuant to Rule 416 to prevent dilution resulting from stock
splits, stock dividends or similar
transactions.
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(2)
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Represents
shares of the Registrant’s common stock being registered for resale that
have been issued to the selling stockholders named in the prospectus or
prospectus supplement.
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(3)
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Estimated
pursuant to Rule 457(c) of the Securities Act of 1933, as amended, solely
for the purpose of computing the amount of the registration fee based on
the average of the high and low sales prices reported on the NYSE Amex on
November 30, 2010.
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(4)
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Previously
paid.
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Securities
and Exchange Commission registration fee(1)
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$ | 367 | ||
Transfer
Agent Fees(1)
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500 | |||
Accounting
fees and expenses(1)
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10,000 | |||
Legal
fees and expenses(1)
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20,000 | |||
Miscellaneous(1)
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1,133 | |||
Total
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$ | 32,000 |
(1)
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All
amounts are estimates other than the Commission’s registration
fee.
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·
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indemnify
officers and directors against certain liabilities that may arise because
of their status as officers or
directors;
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·
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advance
expenses, as incurred, to officers and directors in connection with a
legal proceeding, subject to limited exceptions;
or
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·
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obtain
directors’ and officers’ insurance.
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Exhibit No.
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Exhibit Description
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2.1
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Share
Exchange Agreement, dated as of October 20, 2009, by and among the
Registrant, China Intelligent Electronic Holding Limited, and Li Xuemei
(incorporated by reference from Exhibit 2.1 to the Current Report on Form
8-K filed with the Securities and Exchange Commission on January 19,
2010).
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2.1(a)
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Amendment
No. 1 dated November 25, 2009 to the Share Exchange Agreement entered into
by and between the Registrant, China Intelligent Electronic Holding
Limited, and Li Xuemei (incorporated by reference from Exhibit 2.1(a) to
the Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 19, 2010).
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Exhibit No.
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Exhibit Description
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2.1(b)
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Amendment
No. 2 dated January 15, 2010 to the Share Exchange Agreement entered into
by and between the Registrant, China Intelligent Electronic Holding
Limited, and Li Xuemei (incorporated by reference from Exhibit 2.1(b) to
the Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 19, 2010).
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3.1
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Certificate
of Incorporation (incorporated by reference from Exhibit 3.1 to the
Registration Statement on Form 10-SB (File No. 000-53018) filed with the
Securities and Exchange Commission on January 16,
2008).
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3.2
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Bylaws
(incorporated by reference from Exhibit 3.2 to the Registration Statement
on Form 10-SB (File No. 000-53018) filed with the Securities and Exchange
Commission on January 16, 2008).
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3.3
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Articles
of Merger effecting name change filed with the Office of Secretary of
State of Delaware on January 15, 2010 (incorporated by reference from
Exhibit 3.3 to the Current Report on Form 8-K filed with the Securities
and Exchange Commission on January 19, 2010).
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3.4
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Certificate
of Amendment to the Certificate of Incorporation (incorporated by
reference from Exhibit 3.1 to the Current Report on Form 8-K filed with
the Securities and Exchange Commission on May 17,
2010).
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4.1
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Form
of Warrant dated October 11, 2007 (incorporated by reference from Exhibit
4.1 to the Registration Statement on Form 10-SB (File No. 000-53018) filed
with the Securities and Exchange Commission on January 16,
2008).
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5.1
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Opinion
of K&L Gates LLP.
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10.1
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Registration
Rights Agreement dated January 15, 2010 entered into by and between the
Registrant and Stockholders (incorporated by reference from Exhibit 10.1
to the Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 19, 2010).
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10.2
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Share
and Warrant Cancellation Agreement dated January 15, 2010 entered into by
and between the Registrant and Stockholders (incorporated by reference
from Exhibit 10.2 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on January 19,
2010).
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10.3
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Form
of 2009 Employment Agreement dated January 2009 entered into with Dong Bin
and Wu Shiliang (translated to English) (incorporated by reference from
Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities
and Exchange Commission on January 19, 2010).
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10.4
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Employment
Agreement for CFO Position dated November 23, 2009 entered into by and
between China Intelligent Electronic Holding Limited and Xialong Zhou
(incorporated by reference from Exhibit 10.4 to the Current Report on Form
8-K filed with the Securities and Exchange Commission on January 19,
2010).
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10.4(a)
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Mutual
Termination Agreement for CFO Position dated December 31, 2009
entered into by and between China Intelligent Electronic Holding Limited
and Xialong Zhou (incorporated by reference from Exhibit 10.4(a) to the
Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 19, 2010).
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10.5
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Factory
Premises Lease Rental Agreement entered by and between NIVS (HZ) Audio and
Video Tech. Co., Ltd. and Hyundai Light & Electric (HZ) Co., Ltd. with
effect through July 1, 2010 (incorporated by reference from Exhibit 10.5
to the Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 19, 2010).
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10.5(a)
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Renewal
Agreement dated June 9, 2010 for Factory Premises Lease Rental Agreement
entered by and between NIVS (HZ) Audio and Video Tech. Co., Ltd. and
Hyundai Light & Electric (HZ) Co., Ltd. with effect through June 2013
(incorporated by reference from Exhibit 10.5(a) to the Registration
Statement on Form S-1 (File No. 333-164925) filed with the Securities and
Exchange Commission on June 14, 2010).
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10.6
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Floors
Lease Agreement dated March 30, 2007 entered into by and between ShunKang
Department Store and Hyundai Light & Electric (HZ) Co., Ltd.
(incorporated by reference from Exhibit 10.6 to the Current Report on Form
8-K filed with the Securities and Exchange Commission on January 19,
2010).
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Exhibit No.
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Exhibit Description
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10.6(a)
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Floor
Lease Renewal Agreement dated April 8, 2009 for the Floors Lease Agreement
dated March 30, 2007 entered into by and between ShunKang Department Store
and Hyundai Light & Electric (HZ) Co., Ltd. (incorporated by reference
from Exhibit 10.6(a) to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on January 19,
2010).
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10.7
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Trademark
License Agreement dated July 31, 2005 entered into by and between Hyundai
Corporation and Hyundai Light and Electric (Huizhou) Co., Ltd.
(incorporated by reference from Exhibit 10.7 to the Current Report on Form
8-K filed with the Securities and Exchange Commission on January 19,
2010).
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10.7(a)
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Trademark
License Agreement dated September 10, 2008 entered into by and between
Hyundai Corporation and Hyundai Light and Electric (Huizhou) Co., Ltd.
(incorporated by reference from Exhibit 10.7(a) to the Current Report on
Form 8-K filed with the Securities and Exchange Commission on January 19,
2010).
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10.7(b)**
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Trademark
License Agreement dated July 12, 2010 entered into by and between Hyundai
Corporation and Hyundai Light and Electric (Huizhou) Co., Ltd.
(incorporated by reference from Exhibit 10.1 to the Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on August 12,
2010).
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10.8
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Debt
Repayment and Set-Off Agreement dated November 28, 2008, by and between
Korea Hyundai Light & Electric (Int’l) Holding and Hyundai Light &
Electric (HZ) Co., Ltd. and Tianfu Li, NIVS IntelliMedia Technology Group,
Inc., Niveous Holding Company Limited, NIVS (HZ) Audio & Video Tech
Company Limited, NIVS International (H.K.) Limited, NIVS (HZ) Audio &
Video Tech Company Limited Shenzhen Branch, NIVS Investment (SZ) Co.,
Ltd., Zhongkena Technology Development, Xentsan Technology (SZ) Co., Ltd.
(incorporated by reference from Exhibit 10.8 to the Current Report on Form
8-K filed with the Securities and Exchange Commission on January 19,
2010).
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10.8(a)
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Amendment
No. 1 to the Debt Repayment and Set-Off Agreement dated December 22, 2008,
by and between by and between Korea Hyundai Light & Electric (Int’l)
Holding and Hyundai Light & Electric (HZ) Co., Ltd. and Tianfu Li,
NIVS IntelliMedia Technology Group, Inc., Niveous Holding Company Limited,
NIVS (HZ) Audio & Video Tech Company Limited, NIVS International
(H.K.) Limited, NIVS (HZ) Audio & Video Tech Company Limited Shenzhen
Branch, NIVS Investment (SZ) Co., Ltd., Zhongkena Technology Development,
Xentsan Technology (SZ) Co., Ltd. (incorporated by reference from Exhibit
10.8(a) to the Current Report on Form 8-K filed with the Securities and
Exchange Commission on January 19, 2010).
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10.9
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Indemnification
Agreement dated January 15, 2010 entered into by and between Li Xuemei,
China Intelligent Electronic Holding Limited, Hyundai Light and Electric
(Huizhou) Co., Ltd. (incorporated by reference from Exhibit 10.9 to the
Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 19, 2010).
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10.10
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Security
Agreement dated January 15, 2010 entered into by and between Li Xuemei,
China Intelligent Electronic Holding Limited, Hyundai Light and Electric
(Huizhou) Co., Ltd. (incorporated by reference from Exhibit 10.10 to the
Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 19, 2010).
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10.11
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Employment
Agreement dated December 28, 2009 entered into by and between the China
Intelligent Electric Holding Limited and Chi-wai (Gabriel) Tse (English
Translation) (incorporated by reference from Exhibit 10.11 to the Current
Report on Form 8-K filed with the Securities and Exchange Commission on
January 19, 2010).
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10.12
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Waiver
and Debt Forgiveness Agreement for China Intelligent Electric Holding
Limited dated October 1, 2008 executed by Tianfu Li (English Translation)
(incorporated by reference from Exhibit 10.12 to the Current Report on
Form 8-K filed with the Securities and Exchange Commission on January 19,
2010).
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10.13
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Waiver
and Debt Forgiveness Agreement for Korea Hyundai Light & Electric
(International) Holding Limited dated December 26, 2008 executed by Tianfu
Li (English Translation) (incorporated by reference from Exhibit 10.13 to
the Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 19, 2010).
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10.14
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Form
of Subscription Agreement dated January 15, 2010 between investors and the
Registrant (incorporated by reference from Exhibit 10.14 to the
Registration Statement on Form S-1 (File No. 333-164925) filed with the
Securities and Exchange Commission on March 30,
2010).
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Exhibit No.
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Exhibit Description
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10.15
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Employment
Agreement dated May 5, 2010 by and between the Registrant and Kui (Kevin)
Jiang (incorporated by reference from Exhibit 10.1 to the Current Report
on Form 8-K filed with the Securities and Exchange Commission on May 5,
2010).
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10.16
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Form
of Lock Up Agreement executed by SRKP 22, Inc. Shareholders as indicated
in Appendix A of this Exhibit (incorporated by reference from Exhibit
10.16 to the Registration Statement on Form S-1 (File No. 333-164925)
filed with the Securities and Exchange Commission on May 6,
2010).
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10.17
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Lock
Up Agreement dated June 4, 2010 between WestPark Capital Financial
Services, LLC and the Registrant (incorporated by reference from Exhibit
10.17 to the Registration Statement on Form S-1 (File No. 333-164925)
filed with the Securities and Exchange Commission on June 7,
2010).
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10.18
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Warrant
Cancellation Agreement dated June 14, 2010 entered into by and between the
Registrant and WestPark Capital Financial Services, LLC (incorporated by
reference from Exhibit 10.18 to the Registration Statement on Form S-1
(File No. 333-164925) filed with the Securities and Exchange Commission on
June 14, 2010).
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10.19
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Lease
Agreement dated April 5, 2010 entered into by and between Hu Guilan and
the Registrant (incorporated by reference from Exhibit 10.19 to the
Registration Statement on Form S-1 (File No. 333-164925) filed with the
Securities and Exchange Commission on June 14, 2010).
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21.1
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List
of Subsidiaries (incorporated by reference from Exhibit 21.1 to the
Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 19, 2010).
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23.1*
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Consent
of MaloneBailey, LLP.
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23.2*
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Consent
of Kempisty & Company Certified Public Accountants
PC.
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23.3
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Consent
of K&L Gates LLP (contained in Exhibit 5.1).
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23.4
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Consent
of Han Kun Law Offices.
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24.1*
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Power
of Attorney (included on signature
page).
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i.
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in
any preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule
424;
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ii.
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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;
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iii.
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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
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iv.
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any other communication that is an offer in the offering made by the
undersigned registrant to the
purchaser.
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China
Intelligent Lighting and Electronics, Inc.
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||
By:
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/s/ Li Xuemei
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Name:
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Li
Xuemei
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Title:
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Chief
Executive Officer
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SIGNATURE
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TITLE
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DATE
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||
Chief
Executive Office, President, and
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||||
/s/ Li Xuemei
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Chairman
of the Board (Principal Executive Officer)
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December
13, 2010
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||
Li
Xuemei
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||||
Chief
Financial Officer and Corporate Secretary
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||||
(Principal
Financial and Accounting
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||||
/s/ Kui (Kevin)
Jiang
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Officer)
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December
13, 2010
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||
Kui
(Kevin) Jiang
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||||
Executive
Vice President, Sales and Marketing
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||||
*
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and
Director
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December
13, 2010
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||
Wu
Shiliang
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||||
*
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Director
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December
13, 2010
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||
Michael
Askew
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||||
*
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Director
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December
13, 2010
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||
Su
Yang
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||||
*
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Director
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December
13, 2010
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||
Zhang
Hongfeng
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* By: /s/ Li
Xuemei
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Li
Xuemei, as Attorney in
Fact
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Exhibit No.
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Exhibit Description
|
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2.1
|
Share
Exchange Agreement, dated as of October 20, 2009, by and among the
Registrant, China Intelligent Electronic Holding Limited, and Li Xuemei
(incorporated by reference from Exhibit 2.1 to the Current Report on Form
8-K filed with the Securities and Exchange Commission on January 19,
2010).
|
|
2.1(a)
|
Amendment
No. 1 dated November 25, 2009 to the Share Exchange Agreement entered into
by and between the Registrant, China Intelligent Electronic Holding
Limited, and Li Xuemei (incorporated by reference from Exhibit 2.1(a) to
the Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 19, 2010).
|
|
2.1(b)
|
Amendment
No. 2 dated January 15, 2010 to the Share Exchange Agreement entered into
by and between the Registrant, China Intelligent Electronic Holding
Limited, and Li Xuemei (incorporated by reference from Exhibit 2.1(b) to
the Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 19, 2010).
|
|
3.1
|
Certificate
of Incorporation (incorporated by reference from Exhibit 3.1 to the
Registration Statement on Form 10-SB (File No. 000-53018) filed with the
Securities and Exchange Commission on January 16,
2008).
|
|
3.2
|
Bylaws
(incorporated by reference from Exhibit 3.2 to the Registration Statement
on Form 10-SB (File No. 000-53018) filed with the Securities and Exchange
Commission on January 16, 2008).
|
|
3.3
|
Articles
of Merger effecting name change filed with the Office of Secretary of
State of Delaware on January 15, 2010 (incorporated by reference from
Exhibit 3.3 to the Current Report on Form 8-K filed with the Securities
and Exchange Commission on January 19, 2010).
|
|
3.4
|
Certificate
of Amendment to the Certificate of Incorporation (incorporated by
reference from Exhibit 3.1 to the Current Report on Form 8-K filed with
the Securities and Exchange Commission on May 17,
2010).
|
|
4.1
|
Form
of Warrant dated October 11, 2007 (incorporated by reference from Exhibit
4.1 to the Registration Statement on Form 10-SB (File No. 000-53018) filed
with the Securities and Exchange Commission on January 16,
2008).
|
|
5.1
|
Opinion
of K&L Gates LLP.
|
|
10.1
|
Registration
Rights Agreement dated January 15, 2010 entered into by and between the
Registrant and Stockholders (incorporated by reference from Exhibit 10.1
to the Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 19, 2010).
|
|
10.2
|
Share
and Warrant Cancellation Agreement dated January 15, 2010 entered into by
and between the Registrant and Stockholders (incorporated by reference
from Exhibit 10.2 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on January 19,
2010).
|
|
10.3
|
Form
of 2009 Employment Agreement dated January 2009 entered into with Dong Bin
and Wu Shiliang (translated to English) (incorporated by reference from
Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities
and Exchange Commission on January 19, 2010).
|
|
10.4
|
Employment
Agreement for CFO Position dated November 23, 2009 entered into by and
between China Intelligent Electronic Holding Limited and Xialong Zhou
(incorporated by reference from Exhibit 10.4 to the Current Report on Form
8-K filed with the Securities and Exchange Commission on January 19,
2010).
|
|
10.4(a)
|
Mutual
Termination Agreement for CFO Position dated December 31, 2009
entered into by and between China Intelligent Electronic Holding Limited
and Xialong Zhou (incorporated by reference from Exhibit 10.4(a) to the
Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 19, 2010).
|
|
10.5
|
Factory
Premises Lease Rental Agreement entered by and between NIVS (HZ) Audio and
Video Tech. Co., Ltd. and Hyundai Light & Electric (HZ) Co., Ltd. with
effect through July 1, 2010 (incorporated by reference from Exhibit 10.5
to the Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 19,
2010).
|
Exhibit No.
|
Exhibit Description
|
|
10.5(a)
|
Renewal
Agreement dated June 9, 2010 for Factory Premises Lease Rental Agreement
entered by and between NIVS (HZ) Audio and Video Tech. Co., Ltd. and
Hyundai Light & Electric (HZ) Co., Ltd. with effect through June 2013
(incorporated by reference from Exhibit 10.5(a) to the Registration
Statement on Form S-1 (File No. 333-164925) filed with the Securities and
Exchange Commission on June 14, 2010).
|
|
10.6
|
Floors
Lease Agreement dated March 30, 2007 entered into by and between ShunKang
Department Store and Hyundai Light & Electric (HZ) Co., Ltd.
(incorporated by reference from Exhibit 10.6 to the Current Report on Form
8-K filed with the Securities and Exchange Commission on January 19,
2010).
|
|
10.6(a)
|
Floor
Lease Renewal Agreement dated April 8, 2009 for the Floors Lease Agreement
dated March 30, 2007 entered into by and between ShunKang Department Store
and Hyundai Light & Electric (HZ) Co., Ltd. (incorporated by reference
from Exhibit 10.6(a) to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on January 19,
2010).
|
|
10.7
|
Trademark
License Agreement dated July 31, 2005 entered into by and between Hyundai
Corporation and Hyundai Light and Electric (Huizhou) Co., Ltd.
(incorporated by reference from Exhibit 10.7 to the Current Report on Form
8-K filed with the Securities and Exchange Commission on January 19,
2010).
|
|
10.7(a)
|
Trademark
License Agreement dated September 10, 2008 entered into by and between
Hyundai Corporation and Hyundai Light and Electric (Huizhou) Co., Ltd.
(incorporated by reference from Exhibit 10.7(a) to the Current Report on
Form 8-K filed with the Securities and Exchange Commission on January 19,
2010).
|
|
10.7(b)**
|
Trademark
License Agreement dated July 12, 2010 entered into by and between Hyundai
Corporation and Hyundai Light and Electric (Huizhou) Co., Ltd.
(incorporated by reference from Exhibit 10.1 to the Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on August 12,
2010).
|
|
10.8
|
Debt
Repayment and Set-Off Agreement dated November 28, 2008, by and between
Korea Hyundai Light & Electric (Int’l) Holding and Hyundai Light &
Electric (HZ) Co., Ltd. and Tianfu Li, NIVS IntelliMedia Technology Group,
Inc., Niveous Holding Company Limited, NIVS (HZ) Audio & Video Tech
Company Limited, NIVS International (H.K.) Limited, NIVS (HZ) Audio &
Video Tech Company Limited Shenzhen Branch, NIVS Investment (SZ) Co.,
Ltd., Zhongkena Technology Development, Xentsan Technology (SZ) Co., Ltd.
(incorporated by reference from Exhibit 10.8 to the Current Report on Form
8-K filed with the Securities and Exchange Commission on January 19,
2010).
|
|
10.8(a)
|
Amendment
No. 1 to the Debt Repayment and Set-Off Agreement dated December 22, 2008,
by and between by and between Korea Hyundai Light & Electric (Int’l)
Holding and Hyundai Light & Electric (HZ) Co., Ltd. and Tianfu Li,
NIVS IntelliMedia Technology Group, Inc., Niveous Holding Company Limited,
NIVS (HZ) Audio & Video Tech Company Limited, NIVS International
(H.K.) Limited, NIVS (HZ) Audio & Video Tech Company Limited Shenzhen
Branch, NIVS Investment (SZ) Co., Ltd., Zhongkena Technology Development,
Xentsan Technology (SZ) Co., Ltd. (incorporated by reference from Exhibit
10.8(a) to the Current Report on Form 8-K filed with the Securities and
Exchange Commission on January 19, 2010).
|
|
10.9
|
Indemnification
Agreement dated January 15, 2010 entered into by and between Li Xuemei,
China Intelligent Electronic Holding Limited, Hyundai Light and Electric
(Huizhou) Co., Ltd. (incorporated by reference from Exhibit 10.9 to the
Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 19, 2010).
|
|
10.10
|
Security
Agreement dated January 15, 2010 entered into by and between Li Xuemei,
China Intelligent Electronic Holding Limited, Hyundai Light and Electric
(Huizhou) Co., Ltd. (incorporated by reference from Exhibit 10.10 to the
Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 19, 2010).
|
|
10.11
|
Employment
Agreement dated December 28, 2009 entered into by and between the China
Intelligent Electric Holding Limited and Chi-wai (Gabriel) Tse (English
Translation) (incorporated by reference from Exhibit 10.11 to the Current
Report on Form 8-K filed with the Securities and Exchange Commission on
January 19, 2010).
|
|
10.12
|
Waiver
and Debt Forgiveness Agreement for China Intelligent Electric Holding
Limited dated October 1, 2008 executed by Tianfu Li (English Translation)
(incorporated by reference from Exhibit 10.12 to the Current Report on
Form 8-K filed with the Securities and Exchange Commission on January 19,
2010).
|
Exhibit No.
|
Exhibit Description
|
|
10.13
|
Waiver
and Debt Forgiveness Agreement for Korea Hyundai Light & Electric
(International) Holding Limited dated December 26, 2008 executed by Tianfu
Li (English Translation) (incorporated by reference from Exhibit 10.13 to
the Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 19, 2010).
|
|
10.14
|
Form
of Subscription Agreement dated January 15, 2010 between investors and the
Registrant (incorporated by reference from Exhibit 10.14 to the
Registration Statement on Form S-1 (File No. 333-164925) filed with the
Securities and Exchange Commission on March 30, 2010).
|
|
10.15
|
Employment
Agreement dated May 5, 2010 by and between the Registrant and Kui (Kevin)
Jiang (incorporated by reference from Exhibit 10.1 to the Current Report
on Form 8-K filed with the Securities and Exchange Commission on May 5,
2010).
|
|
10.16
|
Form
of Lock Up Agreement executed by SRKP 22, Inc. Shareholders as indicated
in Appendix A of this Exhibit (incorporated by reference from Exhibit
10.16 to the Registration Statement on Form S-1 (File No. 333-164925)
filed with the Securities and Exchange Commission on May 6,
2010).
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10.17
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Lock
Up Agreement dated June 4, 2010 between WestPark Capital Financial
Services, LLC and the Registrant (incorporated by reference from Exhibit
10.17 to the Registration Statement on Form S-1 (File No. 333-164925)
filed with the Securities and Exchange Commission on June 7,
2010).
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10.18
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Warrant
Cancellation Agreement dated June 14, 2010 entered into by and between the
Registrant and WestPark Capital Financial Services, LLC (incorporated by
reference from Exhibit 10.18 to the Registration Statement on Form S-1
(File No. 333-164925) filed with the Securities and Exchange Commission on
June 14, 2010).
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10.19
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Lease
Agreement dated April 5, 2010 entered into by and between Hu Guilan and
the Registrant (incorporated by reference from Exhibit 10.19 to the
Registration Statement on Form S-1 (File No. 333-164925) filed with the
Securities and Exchange Commission on June 14, 2010).
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21.1
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List
of Subsidiaries (incorporated by reference from Exhibit 21.1 to the
Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 19, 2010).
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23.1*
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Consent
of MaloneBailey, LLP.
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23.2*
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Consent
of Kempisty & Company Certified Public Accountants
PC.
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23.3
|
Consent
of K&L Gates LLP (contained in Exhibit 5.1).
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23.4
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Consent
of Han Kun Law Offices.
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24.1*
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Power
of Attorney (included on signature page).
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