BEIJING, May 22 /PRNewswire-Asia/ -- China Fruits Corporation (OTC Bulletin Board: CHFR) announced that, as of May 15th, 2009, the Company entered into an Offshore Subscription Agreement (the "Agreement") with Ms. Ning, Fen ("Ms. Ning"), in order to subscribe to and purchase one million and seven hundred fifty thousand shares (1,750,000) of restricted common stock of CHFR (the "Shares"). Ms. Ning agreed to purchase the Shares at a purchase price of twenty cents (US$.20) per share (aggregate sum of $350,000) (the "Purchase Price").
Pursuant to the terms of the Agreement, Ms. Ning will acquire the Shares from the Registrant within 14 days of payment of the Purchase Price. Ms. Ning is not an "affiliate" of the Registrant as defined by Rule 144(a)(1) promulgated under the Securities Act of 1933.
Pursuant to the Agreement, China Fruits Corporation issued 1,750,000 common shares to Ms. Ning, Fen at $0.20 per share for an aggregate price of $350,000. The proceeds from this offering will be input as the registered capital and used for the development of Fruit Chain Stores around the country. Please refer to the Current Report on Form 8k filed with the commission on January 28, 2008, which is hereby incorporated by reference for details on the Beijing subsidiary. China Fruits Corporation relied on exemptions provided by Section 4(2) of the Securities Act of 1933, as amended, and Regulation S. The Offering was made based on the following facts: (1) the issuance was an isolated private transaction which did not involve a public offering; (2) there was only one offeree, (3) the offeree has agreed to the imposition of a restrictive legend on the face of the stock certificate representing the shares indicating the stock cannot be resold unless registered or an exemption from registration is available; (4) the offeree was a sophisticated investor familiar with our company and stock-based transactions; (5) there were no subsequent or contemporaneous public offerings of the stock; (6) the stock was not broken down into smaller denominations; and (7) the negotiations for the sale of the stock took place directly between the offeree and our management; (8) the sale was made offshore to a Chinese national.
China Fruits Corp. currently has 36,129,689 issued and outstanding shares of common stock that trade on the Over-The-Counter Bulletin Board under the symbol 'CHFR'.
For more information, please contact:
Ms. Zhan Hong
Tel: +86-794-326-6199
Email: goldenorange2006@yahoo.com.cn
