-----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, WH+suFpyAw2L+UaaSOSCVXgGajFewdMaEs0N5eGPa9OKuOcFQquHrL5RD+R7CC0i nNFmUwkNt0olpHO/A2rmdA== 0001204459-07-001420.txt : 20070912 0001204459-07-001420.hdr.sgml : 20070912 20070912132338 ACCESSION NUMBER: 0001204459-07-001420 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070912 DATE AS OF CHANGE: 20070912 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Lin Jiang Huai CENTRAL INDEX KEY: 0001382962 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 8675583401682 MAIL ADDRESS: STREET 1: UNIT D, 4/F, BLOCK 2 TIAN AN CYBER PARK STREET 2: CHEGONGMIAO CITY: SHENZHEN, GUANGDONG STATE: F4 ZIP: 518040 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: China Public Security Technology, Inc. CENTRAL INDEX KEY: 0001350684 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 591944687 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82475 FILM NUMBER: 071112742 BUSINESS ADDRESS: STREET 1: 646 FIRST AVENUE NORTH CITY: ST. PETERSBURG STATE: FL ZIP: 33701 BUSINESS PHONE: (866) 821-9004 MAIL ADDRESS: STREET 1: 646 FIRST AVENUE NORTH CITY: ST. PETERSBURG STATE: FL ZIP: 33701 FORMER COMPANY: FORMER CONFORMED NAME: Irish Mag, Inc. DATE OF NAME CHANGE: 20060123 SC 13D/A 1 cpst091207sch13da.htm SCHEDULE 13D/A China Public Security Technology, Inc.: Schedule 13D/A - Prepared by TNT Filings Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

                                                             

SCHEDULE 13D/A
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 1)

CHINA PUBLIC SECURITY TECHNOLOGY, INC.
(Name of Issuer)
 
 
COMMON STOCK, PAR VALUE $0.01
(Title of Class of Securities)
 
16942F103
(CUSIP Number)
 
Jiang Huai Lin
21st Floor, Everbright Bank Building,
Zhuzilin, Futian District,
Shenzhen, Guangdong, 518040
People’s Republic of China
(+86) 755-8370-8333
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
 
August 29, 2007
(Date of Event which Requires Filing Statement on Schedule 13D)
 

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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box £.

(Continued on following pages)

 


 

1

NAMES OF REPORTING PERSONS

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Jiang Huai Lin

 
 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

o

  (b)

Q

   
 
3

SEC USE ONLY

 

 

 
 
4

SOURCE OF FUNDS

 

PF

 
 
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

o

   
   
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

People’s Republic of China

 
 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7

SOLE VOTING POWER

 

24,367,935*

 
 
8

SHARED VOTING POWER

 

0

 
 
9

SOLE DISPOSITIVE POWER

 

24,367,935*

 
 
10

SHARED DISPOSITIVE POWER

 

0

 
 
11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

24,367,935*

 
 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

o

   
 
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

61.8%

 
 
14

TYPE OF REPORTING PERSON

 

IN

 
 

* Consists of 21,717,935 shares of the Common Stock owned directly by Jiang Huai Lin and 2,650,000 shares held by Total Device Management Limited, an entity controlled by Jiang Huai Lin, which makes him the beneficial owner of those shares.

2


 

1

NAMES OF REPORTING PERSONS

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Total Device Management Limited

 
 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

o

  (b)

Q

   
 
3

SEC USE ONLY

 

 

 
 
4

SOURCE OF FUNDS

 

WC

 
 
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

o

   
   
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

People’s Republic of China

 
 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7

SOLE VOTING POWER

 

2,650,000*

 
 
8

SHARED VOTING POWER

 

0

 
 
9

SOLE DISPOSITIVE POWER

 

2,650,000*

 
 
10

SHARED DISPOSITIVE POWER

 

0

 
 
11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,650,000*

 
 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

o

   
 
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

6.7%

 
 
14

TYPE OF REPORTING PERSON

 

CO

 
 

* Total Device Management Limited is controlled by Jiang Huai Lin, which makes him the beneficial owner of these 2,650,000 shares of the Common Stock.

3


Item 1. Security and Issuer.

The name of the issuer is China Public Security Technology, Inc., formerly, Irish Mag, Inc., a Florida corporation (the "Company"), which has its principal executive offices at 21st Floor, Everbright Bank Building, Zhuzilin, Futian District, Shenzhen, Guangdong, 518040, People’s Republic of China. This statement relates to the Company’s common stock, $0.01 par value per share (the "Common Stock").

Item 2. Identity and Background.

(a)-(f). This Schedule 13D/A is being filed by Mr. Jiang Huai Lin, a citizen of the People’s Republic of China (the "Reporting Person"). The principal address of the Reporting Person is 21st Floor, Everbright Bank Building, Zhuzilin, Futian District, Shenzhen, Guangdong, 518040, People’s Republic of China. The Reporting Person is the President and Chief Executive Officer of the Company. The Reporting Person is also the 100% owner of Total Device Management Limited, a company formed in the People’s Republic of China, with its principal executive offices at 3505-06, 35/F Edinburg Tower, The Landmark, 15 Queen’s Road Central, Hong Kong.

During the last five years, the Reporting Person has not been (A) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (B) 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, Federal or State securities laws or finding any violation with respect to such laws.

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

The Reporting Person received the securities covered by this statement pursuant to a Rescission; Termination and Share Exchange Agreement, dated January 31, 2007, by and among the Reporting Person, the Company and other parties thereto (the "Restructuring Agreement"). The Restructuring Agreement rescinded and restructured a series of transactions through which the Reporting Person held previously reported securities and reissued the securities covered by this statement to the Reporting Person. Pursuant to the Restructuring Agreement, 3,150,000 shares of Common Stock were cancelled and then reissued indirectly to the Reporting Person through Total Device Management Limited and 21,717,935 shares of Common Stock were cancelled and then reissued directly to the Reporting Person. On August 29, 2007, the Reporting Person disposed of 500,000 shares of Common Stock held through Total Device Management Limited, pursuant to a stock purchase agreement ("Stock Purchase Agreement") between the Reporting Person and Mr. Cheng Dong Huang, for a purchase price of $6.00 per share, or $3,000,000 in the aggregate. The foregoing description of the Restructuring Agreement and the Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Restructuring Agreement, which is filed as Exhibit 10.5 attached to the Current Report on Form 8-K filed by the Company on February 1, 2007, and is incorporated herein by reference, and to the full text of the Stock Purchase Agreement, which is attached hereto as Exhibit 10.1.

All the securities covered by this statement, except for the 500,000 shares of Common Stock disposed of under the Stock Purchase Agreement, are subject to a one year lockup period, pursuant to a Lockup Agreement (the "Lockup Agreement"), dated January 31, 2007, between the Company and the Reporting Person. Furthermore, as a condition to the closing of a Securities Purchase Agreement, dated January 16, 2007, among the Company and two accredited investors, on January 31, 2007, the Reporting Person pledged to transfer to the investors up to 7,894,736 shares of Common Stock owned by him, if the Company does not achieve certain economic milestones for each of its 2007 and 2008 fiscal years (the "Make Good"). For more details regarding the Lockup Agreement and the Make Good see the Current Report on Form 8-K filed by the Company on February 1, 2007.

4


The Reporting Person used his personal funds to acquire the original shares directly owned by him and Total Device Management Limited used its own working capital.

Item 4. Purpose of Transaction.

The Reporting Person holds the securities directly and indirectly through Total Device Management Limited solely for investment purposes. The Reporting Person has no intention other than to hold the shares for investment and/or sell the shares, as permitted by law.

The Reporting Person has made no proposals, and has entered into no agreements, which would be related to or would result in any of the events or matters described in part (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

(a)

The Reporting Person is the beneficial owner of 24,367,935 shares of the Common Stock, representing 61.8% of the outstanding shares of the Common Stock. The Reporting Person does not own any other securities of the Company.

(b)

The Reporting Person has the sole power to vote and dispose of 24,367,935 shares.

(c)

The Reporting Person did not effect any transactions in the Company’s securities within the past 60 days.

(d)

Other than the Reporting Person, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the Reporting Persons’ securities.

(e)

Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Except as disclosed herein and in the Current Report on Form 8-K filed by the Company on February 1, 2007, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Person and any other person with respect to any securities of the Company, including, but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

5


Item 7. Material to be Filed as Exhibits.

Exhibit No.

Title

10.1*

Rescission; Termination and Share Exchange Agreement, dated January 31, 2007, among Shenzhen iASPEC Software Engineering Company Limited, the shareholders of iASPEC who are signatories thereto, including Jiang Huai Lin, Bo Hai Wen Technology (Shenzhen) Company Limited, China Public Security Holdings Limited and Irish Mag, Inc. (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by the Company on February 1, 2007).

10.2*

Lockup Agreement, dated January 31, 2007, among the Irish Mag, Inc. and the stockholders signatory thereto (incorporated by reference to Exhibit 10.4 of the current report on Form 8-K filed by the Company on February 1, 2007).

10.3*

Make Good Escrow Agreement, dated January 31, 2007, among Irish Mag, Inc., Mr. Jiang Huai Lin, the investors signatory thereto, Roth Capital Partners, LLC and Securities Transfer Corporation, as escrow agent (incorporated by reference to Exhibit 10.3 of the current report on Form 8-K filed by the Company on February 1, 2007).

10.4

Stock Purchase Agreement, dated August 29, 2007, among Jiang Huai Lin and Mr. Cheng Dong Huang.

 

 

 

 

6


SIGNATURES

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

  September 11, 2007
   
   
  /s/ Jiang Huai Lin                              
  JIANG HUAI LIN

 

 

 

 

 


EX-10.4 2 cpst091207exh104.htm EXHIBIT 10.4 China Public Security Technology, Inc.: Exhibit 10.4 - Prepared by TNT Filings Inc.

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered into as of the 29 day of August 2007, by and between Total Device Management Limited (the "Seller") and Mr. Cheng Dong Huang, an individual (the "Purchaser").

BACKGROUND

The Seller is the holder of 3,150,000 shares of the common stock of China Public Security Technology, Inc., a Florida corporation (the "Company"). The Seller is a party and subject to a certain lock-up agreement, dated January 31, 2007, among the Seller and certain investors signatory thereto (the "Lock-up Agreement"), pursuant to which the Seller agreed not to transfer any shares of the Company held by it, other than the Shares (as defined below). The Seller desires to sell to Purchaser and Purchaser desires to purchase from the Seller an aggregate of 500,000 shares of the common stock of the Company (the "Shares"), for a purchase price of $6.00 per Share, or $3,000,000 in the aggregate, upon the terms, provisions, and conditions and for the consideration hereinafter set forth.

NOW, THEREFORE, for and in consideration of the premises and mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby represent, warrant, covenant, and agree as follows:

ARTICLE I.

PURCHASE AND SALE OF SHARES

1.1

Purchase and Sale. Based upon the representations, warranties, and covenants and subject to the terms, provisions, and conditions contained in this Agreement, at the Closing (as defined below), the Seller hereby sells, transfers, assigns, conveys and delivers the Shares to Purchaser subject to the conditions set forth herein, free and clear of all liens, pledges, encumbrances, security interests, and adverse claims, and Purchaser agrees to purchase the Shares from the Seller for the consideration hereinafter set forth.

1.2

Purchase Price. On the Closing Date (as defined below) the Purchaser shall pay to the Seller, in the aggregate, Three Million ($3,000,000) (the "Purchase Price"), or $6.00 per Share, for the Shares.

1.3

Closing; Deliverables. Upon execution of this Agreement (the "Closing"), the Seller will deliver or cause to be delivered to the Purchaser, within ten business days following the Closing Date, a certificate or certificates representing the Shares with restrictive legend accompanied by an executed stock transfer power duly endorsed in blank with signature guaranteed and such other documents as may be necessary to effect the transfer of the Shares to the Purchaser free and clear of all liens, claims, charges, security interests, and encumbrances of any kind whatsoever.


ARTICLE II.

REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller represents and warrants to Purchaser that:

2.1

Company Stock; Status of Seller. The Seller is the owner of the Shares, and upon delivery of the Shares to the Purchaser, such Shares will be free of any encumbrance, lien, claims, charge, and security interest or other interest of any kind whatsoever, and the Purchaser shall be the sole lawful owner of the Shares.

2.2

Authorization and Validity of Agreement. The Seller has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Seller and, assuming the due execution of this Agreement by the Purchaser, is a valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy and similar laws affecting the enforcement of creditors' rights generally and to general equitable principles.

2.3

Consents and Approvals; No Violations. The execution and delivery of this Agreement by the Seller and the consummation by the Seller of the purchase and sale of the Shares as contemplated herein and the other transactions contemplated hereby (a) will not violate any statute, rule, regulation, order or decree of any public body or authority by which the Seller is bound or by which any of his properties or assets are bound and (b) will not result in any breach of or constitute a default under any agreement, contract or other legally enforceable obligation of Seller.

2.4

No Broker. The Seller has in connection with the transactions contemplated hereby and all aspects thereof, dealt directly with the Purchaser and has no arrangement or understanding with or obligation to any broker (except with respect to ministerial functions, if any) or other intermediary that would result in the payment of a brokerage fee or other similar remuneration by anyone other than the Seller.

2.5

Securities Act Compliance. The Shares are offered and sold under an exemption from registration provided by the Securities Act of 1933, as amended (the "Securities Act"), and/or the rules and regulations thereunder and applicable state or other securities laws.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES OF PURCHASER

The Purchaser hereby represents to the Seller that:

3.1

Knowledge and Experience. Purchaser has such knowledge and experience in financial and business matters so as to be capable of evaluating and understanding, and has evaluated and understood, the merits and risks of an investment in the Company. The Purchaser has reviewed copies of such documents and other information as Purchaser has deemed necessary in order to make an informed investment decision with respect to its purchase of the Shares and the Purchaser is not relying upon the Seller for the accuracy or completeness of any of the information reviewed by the Purchaser, including all information filed by the Company pursuant to the Securities Act and the United States Securities Exchange Act of 1934, as amended (the "Exchange Act").

2


3.2

Accredited Investor. Purchaser is an "Accredited Investor" as defined in Regulation D promulgated under the Securities Act. Purchaser is able to bear the substantial economic risks of Purchaser’s investment in the Company and the purchase of securities of the Company in that, among other factors, Purchaser can afford to hold securities of the Company for an indefinite period and can afford a complete loss of Purchaser’s investment in the Company.

3.3

Liquidity. Purchaser will have sufficient liquidity with respect to Purchaser’s net worth for an adequate period of time to provide for Purchaser’s needs and contingencies.

3.4

Non-reliance on Communications. Purchaser is relying solely on Purchaser’s own decision or the advice of Purchaser’s own adviser(s) with respect to an investment in the Company and the acquisition of the Shares, and has neither received nor relied on any communication from the Seller or its agents regarding any legal, investment or tax advice relating to an investment in the Company and the acquisition of the Shares.

3.5

Substantial Risks. Purchaser recognizes that investments in the Company involve substantial risks, including the risk factors described in the Company’s Registration on Form SB-2/A filed on August 9, 2007. Purchaser has taken full cognizance of, and understands, such risks and has obtained sufficient information to evaluate the merits and risks of an investment in the Company and the acquisition of the Shares.

3.6

No Warranties of Financial Results. Purchaser confirms that none of the Seller’s members, officers nor any of the Seller’s agents have made any warranties concerning an investment in the Company, including, without limitation, any warranties concerning anticipated financial results, or the likelihood of success of the operations, of the Company.

3.7

Acquisition for Own Account. The Shares are being acquired by Purchaser for Purchaser’s own account, for investment and not with a view to, or in connection with, any public offering or distribution of the same and without any present intention to sell the same at any particular event or circumstances, except as permitted by law. Purchaser has no agreement or other arrangement with any person to sell, transfer or pledge any part of the Shares which would guarantee Purchaser any profit or provide any guarantee to Purchaser against any loss with respect to the Shares.

3.8

No Government Endorsement. Purchaser understands that no federal, state or other governmental agency of the United States or any other territory or nation has passed on or made any recommendation or endorsement of an investment in the Shares.

3.9

Unregistered Shares. Purchaser understands that the Shares have not been registered under the Securities Act or applicable state or other securities laws, and the Shares are offered and sold under an exemption from registration provided by such laws and the rules and regulations thereunder; further, Purchaser understands that the Company is under no obligation to register securities of the Company. Purchaser must bear the economic risks of an investment in the Company for an indefinite period of time because it is not anticipated that there will be any liquid market for securities of the Company and because securities of the Company cannot be resold unless subsequently registered under applicable securities laws or unless an exemption from such registration is available. Purchaser also understands that the exemption provided by Rule 144 under the Act may not be available because of the conditions and limitations of such Rule, and that in the absence of the availability of such Rule, any disposition by Purchaser of any portion of the Shares require compliance with some other exemption under the Securities Act.

3


3.10

No Express or Implied Warranty. Purchaser acknowledges and agrees that, except as expressly set forth in Article II of this Agreement, the Seller makes no representation or warranty, express or implied, at law or in equity, in respect of any matter relating to the Company, including, without limitation, the assets, financial condition, liabilities, operations or prospects of the Company or in respect of the transactions contemplated by this Agreement, and any such other representations or warranties are hereby expressly disclaimed by the Seller. Purchaser further acknowledges and agrees that the Seller is an affiliate of the Company and as a result may be aware of certain nonpublic material information concerning the Company. Purchaser waives any claims that may arise as a result of the Seller’s knowledge regarding the Company.

ARTICLE IV.

MISCELLANEOUS

4.1

Survival. The Seller and the Purchaser covenant that their respective representations and warranties contained herein shall be true in all respects as of the Closing Date. All representations and warranties and other agreements made by the Seller and the Purchaser in this Agreement or pursuant hereto shall survive the Closing Date until the first anniversary of the date hereof.

4.2

Waiver; Remedies Cumulative. The rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither any failure nor any delay by any party in exercising any right, power or privilege under this Agreement or any of the documents referred to in this Agreement will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. To the maximum extent permitted by applicable law, (a) no claim or right arising out of this Agreement or any of the documents referred to in this Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the party with such claim or right; (b) no waiver that may be given by a party will be applicable except in the specific instance for which it is given; and (c) no notice to or demand on one party will be deemed to be a waiver of any obligation of that party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement.

4.3

Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, between the parties with respect to its subject matter, and constitutes a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by the party to be charged with the amendment.

4


4.4

Assignments, Successors and No Third-Party Rights. No party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other party. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon and inure to the benefit of the successors and permitted assigns of the parties. Nothing expressed or referred to in this Agreement will be construed to give any person other than the parties to this Agreement any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement, except such rights as shall inure to a successor or permitted assignee pursuant to this Section.

4.5

Severability. If any provision of this Agreement is held invalid, illegal or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect; provided, however, that to the extent permitted by applicable law, any invalid, illegal or unenforceable provision may be considered for the purpose of determining the intent of the parties in connection with the other provisions of this Agreement, and the parties agree to a substitute provision that reflects the parties' original intent with such latter provision as determined to be valid, legal or enforceable binding upon the parties hereto. Any provision of this Agreement held invalid, illegal or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid, illegal or unenforceable.

4.6

Governing Law. The interpretation and construction of this Agreement, and all matters relating hereto, shall be governed by the laws of the State of New York applicable to contracts made and to be performed entirely within the State of New York. Each of the parties submits to the jurisdiction of any state or federal court sitting in New York, in any action or proceeding arising out of or relating to this Agreement and agrees that all claims in respect of the action or proceeding may be heard and determined in any such court. Each of the parties waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Nothing in this Section, however, shall affect the right of any party to bring any action or proceeding arising out of or relating to this Agreement in any other court or to serve legal process in any other manner permitted by law or in equity. Each party agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or in equity.

4.7

WAIVER OF JURY TRIAL. THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE TRIAL BY JURY.

5


4.8

Execution of Agreement. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. The exchange of copies of this Agreement and of signature pages by facsimile transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile shall be deemed to be their original signatures for all purposes.

4.9

Additional Action. Each party shall, upon the request of the other, from time to time, execute and deliver promptly to such other party all instruments and documents of further assurances or otherwise and will do any and all such acts and things as may be reasonably required to carry out the obligations of such party hereunder and to consummate the transactions contemplated hereby.

4.10

Notices. Any notice, demand or other communication to be given hereunder by any party to the other shall be in writing and shall be mailed by certified mail, return receipt requested, or delivered against receipt to the party to whom it is to be given at such party’s respective address as set forth in the preamble to this Agreement or, in the case of the Purchaser, on the signature page hereto, or to such other address as the party shall have furnished in accordance with the provisions of this Section 4.10. Any notice or other communication given by certified mail shall be deemed given at the time of two (2) business days after deposit in the U.S. mails, except for a notice changing a party's address which shall be deemed given at the time five (5) business days after deposit in the U.S. mails.

4.11

Expenses. Each party shall be responsible for, and pay, its own expenses incurred in connection with the preparation and negotiation of this Agreement and in connection with its performance hereunder.

[Signature Page Follows]

 

6


IN WITNESS WHEREOF, each of the parties have caused this Stock Purchase Agreement to be executed as of the day and year first above written.

PURCHASER:

/s/ Cheng Dong Huang                                        
Mr. Cheng Dong Huang

Address:

Room 102, Tianyuan #55
Tianbei 3rd Road, Luohu District
Shenzhen, Guangdong Province
People’s Republic of China

SELLER:

TOTAL DEVICE MANAGEMENT LIMITED

By:

/s/ Jiang Huai Lin                                           
Mr. Jiang Huai Lin
President

Address:

c/o China Public Security Technology, Inc.
21st Floor, Everbright Bank Building,
Zhuzilin, Futian District,
Shenzhen, Guangdong, 518040
People’s Republic of China

Signature Page to Stock Purchase Agreement


-----END PRIVACY-ENHANCED MESSAGE-----