-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WNeJBZqY/0+ytUkVDHwh7guWPNijSyUnFTIVx4stpB/9kSNcF/JF0S8pHgnH15P0 jI1AxMo3w3PGKZyFf5D2FQ== 0001144204-06-044606.txt : 20061031 0001144204-06-044606.hdr.sgml : 20061031 20061031172919 ACCESSION NUMBER: 0001144204-06-044606 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20061031 DATE AS OF CHANGE: 20061031 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Dolce Ventures, Inc CENTRAL INDEX KEY: 0001326364 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 320028823 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-81992 FILM NUMBER: 061176650 BUSINESS ADDRESS: STREET 1: 118 CHATHAM ROAD CITY: SYRACUSE STATE: NY ZIP: 13203 BUSINESS PHONE: 3154765769 MAIL ADDRESS: STREET 1: 118 CHATHAM ROAD CITY: SYRACUSE STATE: NY ZIP: 13203 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Eloten Group Ltd CENTRAL INDEX KEY: 0001375707 IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: AKARA BLDG, 24 DE CASTRO STREET STREET 2: WICKHAMS CAY I, ROAD TOWN CITY: TORTOLA STATE: D8 ZIP: -- BUSINESS PHONE: 861082600527 MAIL ADDRESS: STREET 1: AKARA BLDG, 24 DE CASTRO STREET STREET 2: WICKHAMS CAY I, ROAD TOWN CITY: TORTOLA STATE: D8 ZIP: -- SC 13D 1 v0566153.htm Unassociated Document
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________
 
SCHEDULE 13D

Under the Securities Act of 1934
(Amendment No. ____) *

DOLCE VENTURES, INC.

(Name of Issuer)
 
COMMON STOCK, PAR VALUE $.001 PER SHARE
 
(Title of Class of Securities)
 
25659R 10 1
 
(CUSIP Number)
 
Darren Ofsink, Esq.
Guzov Ofsink, LLC
600 Madison Avenue, 14th Floor
New York, New York 10022
Tel. No. (212) 371-8008
 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
October 10, 2006
 
(Date of Event Which Requires Filing of This Statement)
 

If the filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See§240.13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
(Continued on the following pages)
 

 
 
 


CUSIP No.
 
 
 
2565R 10 1
 
 
13D
 
  
     

1
 
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Eloten Group Ltd
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3
 
SEC USE ONLY
4
 
SOURCE OF FUNDS
SC
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) / /
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
  British Virgin Islands
 
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
 
SOLE VOTING POWER
6,524,174
 
 
8
 
SHARED VOTING POWER
0
 
 
9
 
SOLE DISPOSITIVE POWER
6,524,174
 
 
10
 
SHARED DISPOSITIVE POWER
0
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,524,174
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES   / /
 
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.4%
 
14
 
TYPE OF REPORTING PERSON
CO
 


Item 1. Security and Issuer.

The class of equity securities to which this Schedule 13D (the “Statement”) relates is the $.001 par value per share common stock (the “Common Stock”) of the Issuer.

The Issuer is a Utah corporation and its principal executive offices are located at The Farmhouse, 558 Lime Rock Road, Lime Rock, Connecticut 06039.


Item 2. Identity and Background.

(a) The name of the person filing this statement is Eloten Group Ltd, hereafter sometimes referred to as the “Reporting Person.”

(b) The Reporting Person’s place of organization is the British Virgin Islands.

(c) The Reporting Person’s principal business is that of being a holding company.

(d)  The Reporting Person’s address of its principal business and address of its principal office is Akara Building, 24 De Castro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands.

(e)  During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(f) During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, United States Federal or State securities laws or finding any violations with respect to such laws.


Item 3. Source and Amount of Funds or Other Consideration.

On September 7, 2006, the Company entered into and consummated a share exchange agreement (the “Share Exchange Agreement”) with the holders of all of the outstanding capital stock of GAS Investment Co. Ltd (“Gas (BVI)”), which were: Eloten Group Ltd, Leading King Investment Limited, Zhong Zhi Min, Li Shu Wang, Chen Si, Xiang Shun Ying, Chong Shun, Liu Xiao Bing, Zhuo Qing Hui, Bian Shu Kui, Chen Fang, Shang Jian Zhong and Wang Wei Dong (collectively, the “Gas (BVI) Shareholders”).

Pursuant to the terms of the Share Exchange Agreement, the Company issued an aggregate of 14,361,647 shares of our newly designated Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Stock”) in exchange for the 9,950,000 shares of common stock of Gas (BVI) held by the Gas (BVI) Shareholders, which constituted all of Gas (BVI)’s capital stock. The Reporting Person received 6,524,174 shares of the Series A Stock, representing 45.43% of the total outstanding Series A Stock

Each share of Series A Stock will convert automatically into one share of our common stock, par value $0.001 per share (“Common Stock”) upon the completion of a reverse stock split of Common Stock (the “Reverse Split), which may occur within sixty days of the acquisition of the Series A Stock. Therefore, the shares of Series A Stock issued to the Gas (BVI) Shareholders will automatically convert into an aggregate of 14,361,647 shares of Common Stock, which will represent approximately 71.81% of our total outstanding Common Stock after the Reverse Split. The Reporting Person’s 6,524,174 shares of the Series A Stock will automatically convert into 6,524,174 shares of Common Stock, representing about 44.4% of our total outstanding Common Stock after the Reverse Split.


 
 
 
As a result of the consummation of the Share Exchange Agreement, the Company ceased being a shell company as such term is defined in Rule 12b-2 under the Exchange Act, and Gas (BVI) is now a wholly-owned subsidiary of the Company, and Beijing Gas is now the indirectly wholly-owned subsidiary of the Company in the PRC.

The foregoing description of the Share Exchange Agreement is qualified in its entirety, by the text of the agreement which is annexed hereto.

On or about August 24, 2006, Gas (BVI) and certain shareholders of the Company (the "Selling Shareholders") entered into a stock purchase agreement (the "Stock Purchase Agreement"), whereby the Selling Shareholders agreed to sell to Gas (BVI) an aggregate of 72,569,764 shares of our Common Stock, representing approximately 72.0% of our total issued and outstanding voting securities as of the date thereof, in exchange for $675,000 (the “Purchase Price”). The closing of the transactions contemplated under the Stock Purchase Agreement occurred on September 7, 2006, simultaneously with the consummation of a share exchange transaction and a private financing of the Company (as described below, collectively, the “Reverse Merger Transaction”). As a result of the consummation of the Reverse Merger Transaction, Gas (BVI) became a wholly-owned subsidiary of the Company. The source of funds for the Purchase Price was from the proceeds of the private financing as described below.

On or about September 7, 2006, the Company entered into and closed a stock purchase agreement with certain investors, pursuant to which the Company issued, for an aggregate of $6,876,800 in gross cash proceeds, to the Investors an aggregate of 2,509,782 shares of our newly designated Series B Stock at $2.74 per share and certain warrants to purchase shares of the Company’s Common Stock.


Item 4. Purpose of Transaction.

Pursuant to the terms of the Stock Purchase Agreement, the directors of the Company appointed Gas (BVI)'s appointees to the board of directors of the Company and resigned their positions on our board and as our officers effective as of September 7, 2006. As a result thereof , there was a change in the entirety of our board of directors and executive officers effective as of September 7, 2006. Accordingly, the purpose of the transaction was to effect a change in control in the Company.

By obtaining a change in control in the Company, the Company was able to effectuate the Reverse Merger Transaction and plan to effectuate the Reverse Split as described in Item 3 above.

 
Except as set forth herein, the Reporting Person has no other plans or proposals which would relate to or result in:
 
 
(a)
The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
 
 
(b)
An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
 
 
(c)
A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
 
 
(d)
Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or terms of directors or to fill any existing vacancies on the board;
 
 
(e)
Any material change in the present capitalization or dividend policy of the Issuer;
 
 
(f)
Any other material change in the Issuer’s business or corporate structure;
 
 
(g)
Changes in the Issuer’s charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
 
 
 
 
 
 
 
(h)
Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
 
 
(i)
A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or
 
 
(j)
Any action similar to any of those enumerated above.
 
The Reporting Person reserves the right from time to time to acquire or dispose of shares of Common Stock, or to formulate other purposes, plans or proposals regarding the Issuer or securities of the Issuer held by such Reporting Person to the extent deemed advisable in light of general investment policies, market conditions and other factors.
 
Item 5. Interest in Securities of the Issuer.

(a) As of the date hereof, the Reporting Person beneficially owns6,524,174 shares of Series A Stock, which will convert into 6,524,174 shares of the Issuer’s Common Stock upon the Reverse Split, which may happen within sixty days of the acquisition of the Series A Stock. The converted Common Stock represents approximately 44.4% of the Issuer’s outstanding Common Stock.
 
(b) The Reporting Person directly owns the6,524,174 shares of Series A Stock and has the sole power to vote or to direct the vote with respect to the 6,524,174 shares referred to herein.
 
(c) Except for the acquisition of 6,524,174 shares of Series A Stock pursuant to the Stock Exchange Agreement, no transactions in the Common Stock were effected during the past sixty days by the Reporting Person.
 
(d) To the best knowledge of the Reporting Person, no person other than the Reporting Person has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of the 6,524,174shares of Series A Stock reported in Item 5(a).
 
(e) Not applicable.
 
Item 6. Contracts, Arrangements, Understandings or Relationships With
   Respect to Securities of the Issuer.

The Reporting Person does not have any contracts, arrangements, understandings or relationship (legal or otherwise) with any person with respect to the 6,524,174 shares of Series A Stock reported in Item 5(a).

Item 7. Material to be Filed as Exhibits.

1.  Stock Exchange Agreement dated September 7, 2006, among the Company and with the holders of all of the outstanding capital stock of Gas (BVI).


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this Schedule 13D is true, complete and correct.

Date: October 31 , 2006
Name: Liu Yu Chuan
 
 EX-99.1 2 ex-991.htm Unassociated Document
SHARE EXCHANGE AGREEMENT

GAS INVESTMENT CHINA CO., LTD.
 
 
FOR THE EXCHANGE OF
 
CAPITAL STOCK

OF

DOLCE VENTURES, INC.
 


DATED AS OF SEPTEMBER 7, 2006







 
 
 
 

SHARE EXCHANGE AGREEMENT

This SHARE EXCHANGE AGREEMENT, dated as of September 7, 2006 (the “Agreement”) by and among, GAS INVESTMENT CHINA CO., LTD., an International Business Company incorporated in the British Virgin Islands (“GIC”), DOLCE VENTURES, INC., a Utah corporation (“Dolce”), and all of the members of GIC, whose names are set forth on Exhibit A attached hereto (“SHAREHOLDERS”).
 
WHEREAS, SHAREHOLDERS own 100% of the issued and outstanding capital stock of GAS (the "GIC Shares");
 
WHEREAS, SHAREHOLDERS believe it is in their best interest to exchange the GIC Shares for shares of Series A Convertible Preferred Stock, par value $.001 per share, of Dolce (“Dolce Shares”), and Dolce believes it is in its best interests to acquire the GIC Shares in exchange for Dolce Shares, upon the terms and subject to the conditions set forth in this Agreement; and
 
WHEREAS, it the intention of the parties that: (i) Dolce shall acquire 100% of the GIC Shares in exchange solely for the amount of Dolce Shares set forth herein; (ii) said exchange of shares shall qualify as a tax-free reorganization under Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended (the “Code”); and (iii) said exchange shall qualify as a transaction in securities exempt from registration or qualification under the Securities Act of 1933, as amended and in effect on the date of this Agreement (the “Securities Act”).

 
NOW, THEREFORE, in consideration of the mutual terms, conditions and other agreements set forth herein, the parties hereto hereby agree as follows:
 
ARTICLE I
 
EXCHANGE OF SHARES FOR COMMON STOCK
 
Section 1.1 Agreement to Exchange GIC Shares for Dolce Shares. On the Closing Date (as hereinafter defined) and upon the terms and subject to the conditions set forth in this Agreement, SHAREHOLDERS shall sell, assign, transfer, convey and deliver the GIC Shares, to Dolce, and Dolce shall accept the GIC Shares from the SHAREHOLDERS in exchange for the issuance to the SHAREHOLDERS of the number of Dolce Shares set forth opposite the names of the SHAREHOLDERS on Exhibit A hereto.

Section 1.2 Capitalization. On the Closing Date, immediately before the transactions to be consummated pursuant to this Agreement, Dolce shall have authorized (a) 250,000,000 shares of Common Stock, par value $.001 per share, of which 100,770,140 shares shall be issued and outstanding, all of which are duly authorized, validly issued and fully paid; and (b) 100,000,000 shares of Preferred Stock, $.001 par value, of which no shares are issued or outstanding, but 20,000,000 shares shall have been designated as Series A Convertible Preferred Stock and 5,000,000 shares shall have been designated as Series B Convertible Preferred Stock, par value $.001 per share (“Series B Stock”).

Section 1.3 Closing. The closing of the exchange to be made pursuant to this Agreement (the "Closing") shall take place at 10:00 a.m. E.D.T. on the day the conditions to closing set forth in Articles V and VI have been satisfied or waived, or at such other time and date as the parties hereto shall agree in writing (the "Closing Date"), at the offices of Guzov Ofsink, LLC, 600 Madison Avenue, 14th Floor, New York, New York 10022. At the Closing, SHAREHOLDERS shall deliver to Dolce the stock certificates representing 100% of the GIC Shares, duly endorsed in blank for transfer or accompanied by appropriate stock powers duly executed in blank. In full consideration and exchange for the GIC Shares, Dolce shall issue and exchange with SHAREHOLDERS 14,599,942 Dolce Shares as set forth on Exhibit A.
 
ARTICLE II

REPRESENTATIONS AND WARRANTIES OF PARALLEL

Dolce hereby represents, warrants and agrees as follows:

Section 2.1 Corporate Organization

a. Dolce is a corporation duly organized, validly existing and in good standing under the laws of Utah, and has all requisite corporate power and authority to own its properties and assets and to conduct its business as now conducted and is duly qualified to do business in good standing in each jurisdiction in which the nature of the business conducted by Dolce or the ownership or leasing of its properties makes such qualification and being in good standing necessary, except where the failure to be so qualified and in good standing will not have a material adverse effect on the business, operations, properties, assets, condition or results of operation of Dolce (a "Dolce Material Adverse Effect");

b. Copies of the Articles of Incorporation and By-laws of Dolce as well as the Certificates of Designation of the Series A Stock and the Series B Stock, with all amendments thereto to the date hereof, have been furnished to GIC and the SHAREHOLDERS, and such copies are accurate and complete as of the date hereof. The minute books of Dolce are current as required by law, contain the minutes of all meetings of the Board of Directors and shareholders of Dolce from its date of incorporation to the date of this Agreement, and adequately reflect all material actions taken by the Board of Directors and shareholders of Dolce.

Section 2.2 Capitalization of Dolce. The authorized capital stock of Dolce consists of (a) 250,000,000 shares of Common Stock, par value $.001 per share, of which 100,770,140 shares are issued and outstanding, all of which are duly authorized, validly issued and fully paid; and (b) 100,000,000 shares of Preferred Stock, $.001 par value, of which no shares are issued or outstanding, but of which 20,000,000 shares of Series A Stock and 5,000,000 shares of Series B Stock have been designated. The parties agree that they have been informed of the issuances of these Dolce Shares, and that all such issuances of Dolce Shares pursuant to this Agreement will be in accordance with the provisions of this Agreement. All of the Dolce Shares to be issued pursuant to this Agreement have been duly authorized and will be validly issued, fully paid and non-assessable and no personal liability will attach to the ownership thereof. As of the date of this Agreement there are and as of the Closing Date, there will be, no outstanding options, warrants, agreements, commitments, conversion rights, preemptive rights or other rights to subscribe for, purchase or otherwise acquire any shares of capital stock or any un-issued or treasury shares of capital stock of Dolce.

Section 2.3 Subsidiaries and Equity Investments. Dolce has no subsidiaries or equity interest in any corporation, partnership or joint venture other than as set forth in its filings with the Securities and Exchange Commission.

Section 2.4 Authorization and Validity of Agreements. Dolce has all corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Dolce and the consummation by Dolce of the transactions contemplated hereby have been duly authorized by all necessary corporate action of Dolce, and no other corporate proceedings on the part of Dolce are necessary to authorize this Agreement or to consummate the transactions contemplated hereby.

Section 2.5 No Conflict or Violation. The execution, delivery and performance of this Agreement by Dolce does not and will not violate or conflict with any provision of its Articles of Incorporation or By-laws, and does not and will not violate any provision of law, or any order, judgment or decree of any court or other governmental or regulatory authority, nor violate or result in a breach of or constitute (with due notice or lapse of time or both) a default under, or give to any other entity any right of termination, amendment, acceleration or cancellation of, any contract, lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which Dolce is a party or by which it is bound or to which any of their respective properties or assets is subject, nor will it result in the creation or imposition of any lien, charge or encumbrance of any kind whatsoever upon any of the properties or assets of Dolce, nor will it result in the cancellation, modification, revocation or suspension of any of the licenses, franchises, permits to which Dolce is bound.

Section 2.6 Consents and Approvals. No consent, waiver, authorization or approval of any governmental or regulatory authority, domestic or foreign, or of any other person, firm or corporation, is required in connection with the execution and delivery of this Agreement by Dolce or the performance by Dolce of its obligations hereunder.

 
 
 

Section 2.7 Absence of Certain Changes or Events. Since its inception:

a.  Dolce has operated in the ordinary course of business consistent with past practice and there has not been any material adverse change in the assets, properties, business, operations, prospects, net income or condition, financial or otherwise of Dolce. As of the date of this Agreement, Dolce does not know or have reason to know of any event, condition, circumstance or prospective development which threatens or may threaten to have a material adverse effect on the assets, properties, operations, prospects, net income or financial condition of Dolce;

b.  there has not been any declaration, setting aside or payment of dividends or distributions with respect to shares of capital stock of Dolce or any redemption, purchase or other acquisition of any capital stock of Dolce or any other of Dolce’s securities; and

c.  there has not been an increase in the compensation payable or to become payable to any director or officer of Dolce.


Section 2.8 Disclosure. This Agreement and any certificate attached hereto or delivered in accordance with the terms hereby by or on behalf of Dolce in connection with the transactions contemplated by this Agreement, when taken together, do not contain any untrue statement of a material fact or omit any material fact necessary in order to make the statements contained herein and/or therein not misleading.

Section 2.9 Survival. Each of the representations and warranties set forth in this Article II shall be deemed represented and made by Dolce at the Closing as if made at such time and shall survive the Closing for a period terminating on the second anniversary of the date of this Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF GIC AND SHAREHOLDERS

GIC and each of the SHAREHOLDERS, severally, represent, warrant and agree as follows:

Section 3.1 Corporate Organization.  GIC is a company organized as an International Business Company under the laws of the British Virgin Islands, is duly formed or organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the requisite power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being or currently planned by GIC to be conducted. GIC is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders (“Approvals”) necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, and to consummate the transactions contemplated under this Agreement, except where the failure to have such Approvals could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, operations, properties, assets, condition or results of operation of GIC. GIC has complete and correct copies of the articles of organization and bylaws or similar governing, organization or charter documents (collectively referred to herein as "Charter Documents"). GIC is not in violation of any of the provisions of its Charter Documents. GIC is in good standing in the British Virgin Islands. The minute books or the equivalent contain true, complete and accurate records of meetings and consents in lieu of meetings of its board of directors (and any committees thereof), similar governing bodies and stockholders ("Corporate Records") of GIC, since the time of its organization. The ownership records of GIC’s Shares are true, complete and accurate records of the ownership of the Shares as of the date of such records and contain all transfers of such Shares since the time of GIC’s organization (“Share Records”).  

Section 3.2 Capitalization of GIC; Title to the GIC Shares. On the Closing Date, immediately before the transactions to be consummated pursuant to this Agreement, GIC shall have authorized _________________ (___________) GIC Shares, of which ___________ GIC Shares will be issued and outstanding. The GIC Shares are the sole outstanding shares of capital stock of GIC, and there are no outstanding options, warrants, agreements, commitments, conversion rights, preemptive rights or other rights to subscribe for, purchase or otherwise acquire any shares of capital stock or any un-issued or treasury shares of capital stock of GIC.

Section 3.3 Subsidiaries and Equity Investments; Assets. Each of the subsidiaries and affiliated companies of GIC are set forth on Schedule 3.3. 

 
 
 
Section 3.4 Authorization and Validity of Agreements. GIC has all corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by GIC and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action and no other corporate proceedings on the part of GIC are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. The SHAREHOLDERS have approved this Agreement on behalf of GIC and no other stockholder approvals are required to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by each SHAREHOLDER which is not a natural person (“Entity Shareholder”) and the consummation of the transactions contemplated hereby by each Entity Shareholder have been duly authorized by all necessary action by the Entity Shareholder and no other proceedings on the part of GIC or any SHAREHOLDER are necessary to authorize this Agreement or to consummate the transactions contemplated hereby.

 
Section 3.5 No Conflict or Violation. The execution, delivery and performance of this Agreement by GIC or any SHAREHOLDER does not and will not violate or conflict with any provision of the constituent documents of GIC, and does not and will not violate any provision of law, or any order, judgment or decree of any court or other governmental or regulatory authority, nor violate, result in a breach of or constitute (with due notice or lapse of time or both) a default under or give to any other entity any right of termination, amendment, acceleration or cancellation of any contract, lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which GIC or any SHAREHOLDER is a party or by which it is bound or to which any of its respective properties or assets is subject, nor result in the creation or imposition of any lien, charge or encumbrance of any kind whatsoever upon any of the properties or assets of GIC or any SHAREHOLDER, nor result in the cancellation, modification, revocation or suspension of any of the licenses, franchises, permits to which GIC or any SHAREHOLDER is bound.

Section 3.6 Investment Representations. (a) The Dolce Shares will be acquired hereunder solely for the account of the SHAREHOLDERS, for investment, and not with a view to the resale or distribution thereof. Each SHAREHOLDER understands and is able to bear any economic risks associated with such SHAREHOLDER’S investment in the Dolce Shares. Each SHAREHOLDER has had full access to all the information such SHAREHOLDER considers necessary or appropriate to make an informed investment decision with respect to the Dolce Shares to be acquired under this Agreement. Each SHAREHOLDER further has had an opportunity to ask questions and receive answers from Dolce’s sole director regarding Dolce and to obtain additional information (to the extent Dolce’s director possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to such SHAREHOLDER or to which such SHAREHOLDER had access. Each SHAREHOLDER , other than a SHAREHOLDER which is also a SHAREHOLDER (as such term is hereinafter defined) is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act).

(b) No offer to enter into this Agreement has been made by Dolce to any of the SHAREHOLDERS in the United States. At the times of the offer and execution of this Agreement, each SHAREHOLDER was domiciled and resided outside the United States. No SHAREHOLDER, nor any affiliate of any SHAREHOLDER, nor any person acting on behalf of any SHAREHOLDER or any behalf of any such affiliate, has engaged or will engage in any activity undertaken for the purpose of, or that reasonably could be expected to have the effect of, conditioning the markets in the United States for the Dolce Shares, including, but not limited to, effecting any sale or short sale of securities through any SHAREHOLDER or any of affiliate of any SHAREHOLDER prior to the expiration of any restricted period contained in Regulation S promulgated under the Securities Act (any such activity being defined herein as a “Directed Selling Effort”). To the best knowledge of each of the SHAREHOLDERs, this Agreement and the transactions contemplated herein are not part of a plan or scheme to evade the registration provisions of the Securities Act, and the Dolce Shares are being acquired for investment purposes by the SHAREHOLDERs. Each SHAREHOLDER agrees that all offers and sales of Dolce Shares from the date hereof and through the expiration of the any restricted period set forth in Rule 903 of Regulation S (as the same may be amended from time to time hereafter) shall not be made to U.S. Persons or for the account or benefit of U.S. Persons and shall otherwise be made in compliance with the provisions of Regulation S and any other applicable provisions of the Securities Act. Neither any SHAREHOLDER nor the representatives of any SHAREHOLDER have conducted any Directed Selling Effort as that term is used and defined in Rule 902 of Regulation S and no SHAREHOLDER nor any representative of any SHAREHOLDER will engage in any such Directed Selling Effort within the United States through the expiration of any restricted period set forth in Rule 903 of Regulation S.

 
 
 
Section 3.7 Brokers’ Fees. No SHAREHOLDER has any liability to pay any fees or commissions or other consideration to any broker, finder, or agent with respect to the transactions contemplated by this Agreement.

Section 3.8 Disclosure. This Agreement, the schedules hereto and any certificate attached hereto or delivered in accordance with the terms hereby by or on behalf of GIC or the SHAREHOLDERS in connection with the transactions contemplated by this Agreement, when taken together, do not contain any untrue statement of a material fact or omit any material fact necessary in order to make the statements contained herein and/or therein not misleading.

Section 3.8 Survival. Each of the representations and warranties set forth in this Article III shall be deemed represented and made by GIC and the SHAREHOLDERS at the Closing as if made at such time and shall survive the Closing for a period terminating on the second anniversary of the date of this Agreement.

ARTICLE IV

COVENANTS

Section 4.1 Certain Changes and Conduct of Business.

a. From and after the date of this Agreement and until the Closing Date, Dolce shall conduct its business solely in the ordinary course consistent with past practices and, in a manner consistent with all representations, warranties or covenants of Dolce, and without the prior written consent of GIC will not, except as required or permitted pursuant to the terms hereof:

i.  
make any material change in the conduct of its businesses and/or operations or enter into any transaction other than in the ordinary course of business consistent with past practices;

ii.  
make any change in its Articles of Incorporation or By-laws; issue any additional shares of capital stock or equity securities or grant any option, warrant or right to acquire any capital stock or equity securities or issue any security convertible into or exchangeable for its capital stock or alter in any material term of any of its outstanding securities or make any change in its outstanding shares of capital stock or its capitalization, whether by reason of a reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, stock dividend or otherwise;

iii.  
A.incur, assume or guarantee any indebtedness for borrowed money, issue any notes, bonds, debentures or other corporate securities or grant any option, warrant or right to purchase any thereof, except pursuant to transactions in the ordinary course of business consistent with past practices; or

 
B.
issue any securities convertible or exchangeable for debt or equity securities of Dolce;

iv.  
make any sale, assignment, transfer, abandonment or other conveyance of any of its assets or any part thereof, except pursuant to transactions in the ordinary course of business consistent with past practice;

v.  
subject any of its assets, or any part thereof, to any lien or suffer such to be imposed other than such liens as may arise in the ordinary course of business consistent with past practices by operation of law which will not have an Dolce Material Adverse Effect;

vi.  
acquire any assets, raw materials or properties, or enter into any other transaction, other than in the ordinary course of business consistent with past practices;

vii.  
enter into any new (or amend any existing) employee benefit plan, program or arrangement or any new (or amend any existing) employment, severance or consulting agreement, grant any general increase in the compensation of officers or employees (including any such increase pursuant to any bonus, pension, profit-sharing or other plan or commitment) or grant any increase in the compensation payable or to become payable to any employee, except in accordance with pre-existing contractual provisions or consistent with past practices;
 
 
 
 
 

 
viii.  
make or commit to make any material capital expenditures;

ix.  
pay, loan or advance any amount to, or sell, transfer or lease any properties or assets to, or enter into any agreement or arrangement with, any of its affiliates;

x.  
guarantee any indebtedness for borrowed money or any other obligation of any other person;

xi.  
fail to keep in full force and effect insurance comparable in amount and scope to coverage maintained by it (or on behalf of it) on the date hereof;

xii.  
take any other action that would cause any of the representations and warranties made by it in this Agreement not to remain true and correct in all material aspect;

xiii.  
make any material loan, advance or capital contribution to or investment in any person;

xiv.  
make any material change in any method of accounting or accounting principle, method, estimate or practice;

xv.  
settle, release or forgive any claim or litigation or waive any right;

xvi.  
commit itself to do any of the foregoing.

b. From and after the date of this Agreement, GIC will:

1.  
continue to maintain, in all material respects, its properties in accordance with present practices in a condition suitable for its current use;

2.  
file, when due or required, federal, state, foreign and other tax returns and other reports required to be filed and pay when due all taxes, assessments, fees and other charges lawfully levied or assessed against it, unless the validity thereof is contested in good faith and by appropriate proceedings diligently conducted;

3.  
continue to conduct its business in the ordinary course consistent with past practices;

4.  
keep its books of account, records and files in the ordinary course and in accordance with existing practices; and

5.  
continue to maintain existing business relationships with suppliers.

Section 4.2 Access to Properties and Records. GIC shall afford Dolce’s accountants, counsel and authorized representatives, and Dolce shall afford to GIC's accountants, counsel and authorized representatives full access during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement) to all of such parties’ properties, books, contracts, commitments and records and, during such period, shall furnish promptly to the requesting party all other information concerning the other party's business, properties and personnel as the requesting party may reasonably request, provided that no investigation or receipt of information pursuant to this Section 4.2 shall affect any representation or warranty of or the conditions to the obligations of any party.
 

 
 
 
 
Section 4.3 Negotiations. From and after the date hereof until the earlier of the Closing or the termination of this Agreement, no party to this Agreement nor its officers or directors (subject to such director's fiduciary duties) nor anyone acting on behalf of any party or other persons shall, directly or indirectly, encourage, solicit, engage in discussions or negotiations with, or provide any information to, any person, firm, or other entity or group concerning any merger, sale of substantial assets, purchase or sale of shares of capital stock or similar transaction involving any party. A party shall promptly communicate to any other party any inquiries or communications concerning any such transaction which they may receive or of which they may become aware of.

Section 4.4 Consents and Approvals. The parties shall:

i.  
use their reasonable commercial efforts to obtain all necessary consents, waivers, authorizations and approvals of all governmental and regulatory authorities, domestic and foreign, and of all other persons, firms or corporations required in connection with the execution, delivery and performance by them of this Agreement; and

ii.  
diligently assist and cooperate with each party in preparing and filing all documents required to be submitted by a party to any governmental or regulatory authority, domestic or foreign, in connection with such transactions and in obtaining any governmental consents, waivers, authorizations or approvals which may be required to be obtained connection in with such transactions.

Section 4.5 Public Announcement. Unless otherwise required by applicable law, the parties hereto shall consult with each other before issuing any press release or otherwise making any public statements with respect to this Agreement and shall not issue any such press release or make any such public statement prior to such consultation.

Section 4.6 Stock Issuance. From and after the date of this Agreement until the Closing Date, neither Dolce nor GIC shall issue any additional shares of its capital stock, except that Dolce may issue up to an aggregate of 216,000 shares of Series B Stock to certain investors pursuant to the terms of a Stock Purchase Agreement among Dolce, Dalian Fushi Bimetallic Manufacturing Co., Ltd. and the investors to be entered into on the Closing Date, a draft of which agreement is attached hereto.

Section 4.7 Notwithstanding anything to the contrary contained herein, it is herewith understood and agreed that both GIC and Dolce may enter into and conclude agreements and/or financing transactions as same relate to and/or are contemplated by any separate written agreements either: (a) annexed hereto as exhibits; or (b) entered into by Dolce with GIC executed by both parties subsequent to the date hereof. These Agreements shall become, immediately upon execution, part of this Agreement and subject to all warranties, representations and conditions contained herein.


ARTICLE V

CONDITIONS TO OBLIGATIONS OF GIC AND SHAREHOLDERS

The obligations of GIC and the SHAREHOLDERS to consummate the transactions contemplated by this Agreement are subject to the fulfillment, at or before the Closing Date, of the following conditions, any one or more of which may be waived by both GIC and the SHAREHOLDERS in their sole discretion:

Section 5.1 Representations and Warranties of Dolce. All representations and warranties made by Dolce in this Agreement shall be true and correct on and as of the Closing Date as if again made by Dolce as of such date.
 

 
 
 
 
Section 5.2 Agreements and Covenants. Dolce shall have performed and complied in all material respects to all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date.

Section 5.3 Consents and Approvals. Consents, waivers, authorizations and approvals of any governmental or regulatory authority, domestic or foreign, and of any other person, firm or corporation, required in connection with the execution, delivery and performance of this Agreement shall be in full force and effect on the Closing Date.

Section 5.4 No Violation of Orders. No preliminary or permanent injunction or other order issued by any court or governmental or regulatory authority, domestic or foreign, nor any statute, rule, regulation, decree or executive order promulgated or enacted by any government or governmental or regulatory authority, which declares this Agreement invalid in any respect or prevents the consummation of the transactions contemplated hereby, or which materially and adversely affects the assets, properties, operations, prospects, net income or financial condition of Dolce shall be in effect; and no action or proceeding before any court or governmental or regulatory authority, domestic or foreign, shall have been instituted or threatened by any government or governmental or regulatory authority, domestic or foreign, or by any other person, or entity which seeks to prevent or delay the consummation of the transactions contemplated by this Agreement or which challenges the validity or enforceability of this Agreement.

Section 5.5 Other Closing Documents. GIC shall have received such other certificates, instruments and documents in confirmation of the representations and warranties of Dolce or in furtherance of the transactions contemplated by this Agreement as GIC or its counsel may reasonably request.


ARTICLE VI
 
CONDITIONS TO OBLIGATIONS OF DOLCE

The obligations of Dolce to consummate the transactions contemplated by this Agreement are subject to the fulfillment, at or before the Closing Date, of the following conditions, any one or more of which may be waived by Dolce in its sole discretion:

Section 6.1 Representations and Warranties of GIC. All representations and warranties made by GIC in this Agreement shall be true and correct on and as of the Closing Date as if again made by GIC on and as of such date.

Section 6.2 Agreements and Covenants. GIC shall have performed and complied in all material respects to all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date.

Section 6.3 Consents and Approvals. All consents, waivers, authorizations and approvals of any governmental or regulatory authority, domestic or foreign, and of any other person, firm or corporation, required in connection with the execution, delivery and performance of this Agreement, shall have been duly obtained and shall be in full force and effect on the Closing Date.

Section 6.4 No Violation of Orders. No preliminary or permanent injunction or other order issued by any court or other governmental or regulatory authority, domestic or foreign, nor any statute, rule, regulation, decree or executive order promulgated or enacted by any government or governmental or regulatory authority, domestic or foreign, that declares this Agreement invalid or unenforceable in any respect or which prevents the consummation of the transactions contemplated hereby, or which materially and adversely affects the assets, properties, operations, prospects, net income or financial condition of Dolce, taken as a whole, shall be in effect; and no action or proceeding before any court or government or regulatory authority, domestic or foreign, shall have been instituted or threatened by any government or governmental or regulatory authority, domestic or foreign, or by any other person, or entity which seeks to prevent or delay the consummation of the transactions contemplated by this Agreement or which challenges the validity or enforceability of this Agreement.

Section 6.5. Other Closing Documents. Dolce shall have received such other certificates, instruments and documents in confirmation of the representations and warranties of GIC or in furtherance of the transactions contemplated by this Agreement as Dolce or its counsel may reasonably request.


 
 
 

ARTICLE VII

TERMINATION AND ABANDONMENT

SECTION 7.1 Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing:

a. By the mutual written consent of SHAREHOLDERS, GIC and Dolce;

b.  By Dolce, upon a material breach of any representation, warranty, covenant or agreement on the part of GIC or the SHAREHOLDERS set forth in this Agreement, or if any representation or warranty of GIC or the SHAREHOLDERS shall become untrue, in either case such that any of the conditions set forth in Article VI hereof would not be satisfied (a "GIC Breach"), and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach;

c.  By GIC, upon a material breach of any representation, warranty, covenant or agreement on the part of Dolce set forth in this Agreement, or, if any representation or warranty of Dolce shall become untrue, in either case such that any of the conditions set forth in Article V hereof would not be satisfied (a "Dolce Breach"), and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach;

d.  By either Dolce or GIC, if the Closing shall not have consummated before ninety (90) days after the date hereof; provided, however, that this Agreement may be extended by written notice of either GIC or Dolce, if the Closing shall not have been consummated as a result of Dolce or GIC having failed to receive all required regulatory approvals or consents with respect to this transaction or as the result of the entering of an order as described in this Agreement; and further provided, however, that the right to terminate this Agreement under this Section 7.1(d) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date.

e.  By either GIC or Dolce if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.

Section 7.2 Procedure Upon Termination. In the event of termination and abandonment of this Agreement by GIC or Dolce pursuant to Section 7.1, written notice thereof shall forthwith be given to the other parties and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned, without further action. If this Agreement is terminated as provided herein, no party to this Agreement shall have any liability or further obligation to any other party to this Agreement; provided, however, that no termination of this Agreement pursuant to this Article VII shall relieve any party of liability for a breach of any provision of this Agreement occurring before such termination.

 
 
 
ARTICLE VIII

POST-CLOSING AGREEMENTS

Section 8.1 Consistency in Reporting. Each party hereto agrees that if the characterization of any transaction contemplated in this agreement or any ancillary or collateral transaction is challenged, each party hereto will testify, affirm and ratify that the characterization contemplated in such agreement was the characterization intended by the party; provided, however, that nothing herein shall be construed as giving rise to any obligation if the reporting position is determined to be incorrect by final decision of a court of competent jurisdiction.


ARTICLE IX

MISCELLANEOUS PROVISIONS

Section 9.1 Survival of Provisions. The respective representations, warranties, covenants and agreements of each of the parties to this Agreement (except covenants and agreements which are expressly required to be performed and are performed in full on or before the Closing Date) shall survive the Closing Date and the consummation of the transactions contemplated by this Agreement, subject to Sections 2.9, 3.8 and 8.2. In the event of a breach of any of such representations, warranties or covenants, the party to whom such representations, warranties or covenants have been made shall have all rights and remedies for such breach available to it under the provisions of this Agreement or otherwise, whether at law or in equity, regardless of any disclosure to, or investigation made by or on behalf of such party on or before the Closing Date.

Section 9.2 Publicity. No party shall cause the publication of any press release or other announcement with respect to this Agreement or the transactions contemplated hereby without the consent of the other parties, unless a press release or announcement is required by law. If any such announcement or other disclosure is required by law, the disclosing party agrees to give the non-disclosing parties prior notice and an opportunity to comment on the proposed disclosure.

Section 9.3 Successors and Assigns. This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors and assigns; provided, however, that no party shall assign or delegate any of the obligations created under this Agreement without the prior written consent of the other parties.

Section 9.4 Fees and Expenses. Except as otherwise expressly provided in this Agreement, all legal and other fees, costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees, costs or expenses.

Section 9.5 Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been given or made if in writing and delivered personally or sent by registered or certified mail (postage prepaid, return receipt requested) to the parties at the following addresses:

If to GIC or the SHAREHOLDERS, to:

____________________


 
 
 
with a copy to:

Guzov Ofsink, LLC
600 Madison Avenue, 14th Floor
New York, New York 10022
Attn: Darren Ofsink, Esq.
Fax: 212-688-7273

If to Dolce, to:

Dolce Ventures, Inc.




or to such other persons or at such other addresses as shall be furnished by any party by like notice to the others, and such notice or communication shall be deemed to have been given or made as of the date so delivered or mailed. No change in any of such addresses shall be effective insofar as notices under this Section 9.5 are concerned unless such changed address is located in the United States of America and notice of such change shall have been given to such other party hereto as provided in this Section 9.5

Section 9.6 Entire Agreement. This Agreement, together with the exhibits hereto, represents the entire agreement and understanding of the parties with reference to the transactions set forth herein and no representations or warranties have been made in connection with this Agreement other than those expressly set forth herein or in the exhibits, certificates and other documents delivered in accordance herewith. This Agreement supersedes all prior negotiations, discussions, correspondence, communications, understandings and agreements between the parties relating to the subject matter of this Agreement and all prior drafts of this Agreement, all of which are merged into this Agreement. No prior drafts of this Agreement and no words or phrases from any such prior drafts shall be admissible into evidence in any action or suit involving this Agreement.

Section 9.7 Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible so as to be valid and enforceable.

Section 9.8 Titles and Headings. The Article and Section headings contained in this Agreement are solely for convenience of reference and shall not affect the meaning or interpretation of this Agreement or of any term or provision hereof.

Section 9.9 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same agreement.
 

 
Section 9.10 Convenience of Forum; Consent to Jurisdiction. The parties to this Agreement, acting for themselves and for their respective successors and assigns, without regard to domicile, citizenship or residence, hereby expressly and irrevocably elect as the sole judicial forum for the adjudication of any matters arising under or in connection with this Agreement, and consent and subject themselves to the jurisdiction of, the courts of the State of New York located in County of New York, and/or the United States District Court for the Southern District of New York, in respect of any matter arising under this Agreement. Service of process, notices and demands of such courts may be made upon any party to this Agreement by personal service at any place where it may be found or giving notice to such party as provided in Section 9.5.

Section 9.11 Enforcement of the Agreement. The parties hereto agree that irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereto, this being in addition to any other remedy to which they are entitled at law or in equity.

Section 9.12 Governing Law. This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the State of New York without giving effect to the choice of law provisions thereof.

Section 9.13 Amendments and Waivers. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by all of the parties hereto.. No waiver by any party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.
 
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.


 
DOLCE VENTURES, INC.

By:____________________
 

Title:
 
GAS INVESTMENT CHINA CO., LTD.

 
By: ________________________ 
 
Title:


SHAREHOLDERS: See Exhibit A
 
 
 



EXHIBIT A

 

EXHIBIT A


Name Number of GIC Shares  Number of Dolce Shares
of SHAREHOLDER   Being Exchanged   to be Received








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