sc13d-a.htm

0001341004-10-001709.txt : 20101014 0001341004-10-001709.hdr.sgml : 20101014 20101014162745 ACCESSION NUMBER: 0001341004-10-001709 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20101014 DATE AS OF CHANGE: 20101014 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: China MediaExpress Holdings, Inc. CENTRAL INDEX KEY: 0001399067 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 208951489 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83228 FILM NUMBER: 101124044 BUSINESS ADDRESS: STREET 1: ROOM 2805, CENTRAL PLAZA, CITY: WANCHAI, STATE: K3 ZIP: 00000 BUSINESS PHONE: 852 2827 6100 MAIL ADDRESS: STREET 1: ROOM 2805, CENTRAL PLAZA, CITY: WANCHAI, STATE: K3 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: TM Entertainment & Media, Inc. DATE OF NAME CHANGE: 20070509 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STARR INTERNATIONAL CO INC CENTRAL INDEX KEY: 0001236615 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: FITZWILLIAM HALL STREET 2: FITZWILLIAM PLACE CITY: DUBLIN STATE: L2 ZIP: 2 BUSINESS PHONE: 650-470-4500 MAIL ADDRESS: STREET 1: FITZWILLIAM HALL STREET 2: FITZWILLIAM PLACE CITY: DUBLIN STATE: L2 ZIP: 2 SC 13D/A 1 sc13d-a.htm SCHEDULE 13D/A sc13d-a.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. _)(1)*†

CHINA MEDIAEXPRESS HOLDINGS, INC.

(Name of Issuer)

Common Stock, par value $0.001

(Title of Class of Securities)

169442100

(CUSIP Number)

Howard I. Smith

Vice Chairman-Finance

C. V. Starr & Co., Inc.

399 Park Avenue, 17th Floor

New York, New York 10022

(Name, address and telephone number of person authorized

to receive notices and communications)

October 12, 2010

(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-(g), check the following box. 9

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

(Continued on following pages)

* 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 disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “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.)

† This Schedule 13D is amendment number 1 to the Schedule 13D filed by Starr Investments Cayman II, Inc., Starr International Cayman, Inc., Starr International Investments Ltd., Starr International Company, Inc. C.V. Starr & Co., Inc. and Maurice R. Greenberg on February 8, 2010. Capitalized terms used in this amendment but not defined herein shall have the meaning previously defined in the Schedule 13D.

CUSIP No. 169442100			PAGE 2 of 11 PAGES
1	NAME OF REPORTING PERSON Starr Investments Cayman II, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)			(a) (b)	o o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions):			WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):				o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:			Cayman Islands
7	NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	SOLE VOTING POWER:		0
8		SHARED VOTING POWER:		6,195,455
9		SOLE DISPOSITIVE POWER:		0
10		SHARED DISPOSITIVE POWER:		6,195,455
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:			6,195,4551
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):				o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):			16.4%2
14	TYPE OF REPORTING PERSON:			CO

1 Includes 3,000,000 shares of Common Stock issuable upon the conversion of 1,000,000 shares of the Purchased Shares and 1,545,455 shares of Common Stock issuable upon the exercise of the Purchased Warrants.

2 Assumes 33,290,552 shares of Common Stock of the Issuer issued and outstanding as of August 11, 2010, which figure is disclosed on the Issuer’s Form 10-Q for the quarterly period ended June 30, 2010, filed August 13, 2010.

CUSIP No. 169442100			PAGE 3 of 11 PAGES
1	NAME OF REPORTING PERSON Starr International Cayman, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)			(a) (b)	o o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions):			N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):				o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:			Cayman Islands
7	NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	SOLE VOTING POWER:		0
8		SHARED VOTING POWER:		6,195,455
9		SOLE DISPOSITIVE POWER:		0
10		SHARED DISPOSITIVE POWER:		6,195,455
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:			6,195,4551
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):				o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):			16.4%2
14	TYPE OF REPORTING PERSON:			CO

CUSIP No. 169442100			PAGE 4 of 11 PAGES
1	NAME OF REPORTING PERSON Starr International Investments Ltd. I.R.S. Identification Number: 98-0431724
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)			(a) (b)	o o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions):			N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):				o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:			Bermuda
7	NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	SOLE VOTING POWER:		0
8		SHARED VOTING POWER:		6,195,455
9		SOLE DISPOSITIVE POWER:		0
10		SHARED DISPOSITIVE POWER:		6,195,455
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:			6,195,4551
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):				o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):			16.4%2
14	TYPE OF REPORTING PERSON:			CO

CUSIP No. 169442100			PAGE 5 of 11 PAGES
1	NAME OF REPORTING PERSON Starr International Company, Inc. I.R.S. Identification Number: 52-1198625
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)			(a) (b)	o o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions):			N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):				o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:			Panama
7	NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	SOLE VOTING POWER:		0
8		SHARED VOTING POWER:		6,195,455
9		SOLE DISPOSITIVE POWER:		0
10		SHARED DISPOSITIVE POWER:		6,195,455
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:			6,195,4551
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):				o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):			16.4%2
14	TYPE OF REPORTING PERSON:			CO

CUSIP No. 169442100			PAGE 6 of 11 PAGES
1	NAME OF REPORTING PERSON C. V. Starr & Co., Inc. I.R.S. Identification Number: 13-5621350
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)			(a) (b)	o o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions):			N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):				o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:			Delaware
7	NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	SOLE VOTING POWER:		0
8		SHARED VOTING POWER:		6,195,455
9		SOLE DISPOSITIVE POWER:		0
10		SHARED DISPOSITIVE POWER:		6,195,455
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:			6,195,4551
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):				o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):			16.4%2
14	TYPE OF REPORTING PERSON:			CO

CUSIP No. 169442100			PAGE 7 of 11 PAGES
1	NAME OF REPORTING PERSON Maurice R. Greenberg
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)			(a) (b)	o o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions):			N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):				x
6	CITIZENSHIP OR PLACE OF ORGANIZATION:			United States of America
7	NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	SOLE VOTING POWER:		0
8		SHARED VOTING POWER:		6,195,455
9		SOLE DISPOSITIVE POWER:		0
10		SHARED DISPOSITIVE POWER:		6,195,455
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:			6,195,4551
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):				o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):			16.4%2
14	TYPE OF REPORTING PERSON:			HC

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Item 3 is amended and supplemented to add the following information for updating as of the date hereof:

As described further in Item 4, on October 12, 2010, Starr acquired a total of 1,500,000 shares of Common Stock of the Issuer for an aggregate purchase price of $13.5 million. The funds used to effect the acquisition were from Starr’s working capital.

ITEM 4. PURPOSE OF TRANSACTION.

Item 4 is amended and supplemented to add the following information for updating as of the date hereof:

On October 12, 2010 Starr and Bright Elite Management Limited (“Bright”) entered into a Share Sale Agreement (the “Bright Share Sale Agreement”) regarding a private transaction of unregistered Common Stock of the Issuer. Pursuant to the Bright Share Sale Agreement, Starr Investments has agreed to purchase, and Bright has agreed to sell, 500,000 shares of Common Stock of the Issuer for an aggregate purchase price of $4.5 million.

On October 12, 2010 Starr and Thousand Space Holdings Limited (“TSHL”) entered into a Share Sale Agreement (the “TSHL Share Sale Agreement”) regarding a private transaction of unregistered Common Stock of the Issuer. Pursuant to the TSHL Share Sale Agreement, Starr has agreed to purchase, and TSHL has agreed to sell, 1,000,000 shares of Common Stock of the Issuer for an aggregate purchase price of $9 million.

The descriptions of the terms and conditions of the Bright Share Sale Agreement and the TSHL Share Sale Agreement set forth herein do not purport to be complete and are qualified in their entirety by reference to the full text of the two share sale agreements attached hereto as Exhibits H and I, which are hereby incorporated by reference into this Item 4.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

Item 5 is amended and supplemented to add the following information for updating as of the date hereof:

The transaction dates, number of shares of Common Stock purchased or sold and the average price per share for all transactions by the Reporting Persons in the Common Stock, within the last 60 days, which were all in a private transaction, are set forth below:

Name of Reporting Person	Date	Number of Shares Purchased/(Sold)	Average Price per Share
Starr International	October 12, 2010	1,500,000	$9.0

As of the date hereof, Starr may be deemed to beneficially own in the aggregate 6,195,455 shares of Common Stock of the Issuer, which figure represents approximately 16.4%3 of the issued and

3 Assumes 33,290,552 shares of Common Stock of the Issuer issued and outstanding as of August 11, 2010, which figure is disclosed on the Issuer’s Form 10-Q for the quarterly period ended June 30, 2010, filed August 13, 2010.

outstanding shares of Common Stock and consists of 3,000,000 shares of Common Stock issuable upon the conversion of the Purchased Shares, 1,545,455 shares of Common Stock issuable upon the exercise of the Purchased Warrants and 1,650,000 shares of Common Stock.

Starr International Cayman, by virtue of being the sole stockholder of Starr, may be deemed to beneficially own the shares of Issuer beneficially owned by Starr.

Starr International Investments by virtue of being the sole stockholder of Starr International Cayman, may be deemed to beneficially own the shares of Issuer beneficially owned by Starr International Cayman.

Starr International, by virtue of being the sole stockholder of Starr International Investments, may be deemed to beneficially own the shares of Issuer beneficially owned by Starr International Investments.

Pursuant to an Investment Management Agreement, effective January 1, 2008, C. V. Starr has shared power to vote on and direct the disposition of the shares of Issuer held by Starr International and may, by virtue of this relationship, be deemed to beneficially own shares of Issuer beneficially owned by Starr International.

Mr. Greenberg owns 26.37% of the common stock of C. V. Starr directly. By virtue of Mr. Greenberg’s voting power in C. V. Starr and his position as a Director, Chairman and Chief Executive Officer of C. V. Starr, Mr. Greenberg may be deemed to have or share voting or dispositive power over the shares of Issuer that are beneficially owned by C. V. Starr. Mr. Greenberg disclaims beneficial ownership of the shares of the Issuer beneficially owned by C. V. Starr.

Each of the Reporting Persons has shared power to vote or direct the vote and shared power to dispose of or direct the disposition of in the aggregate 6,195,455 shares of Common Stock of the Issuer.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPSWITH RESPECT TO THE SECURITIES OF THE ISSUER.

Item 6 is amended and supplemented to add the following information for updating as of the date hereof:

On October 12, 2010 Starr and Bright entered into the Bright Share Sale Agreement as more fully discussed in Item 4. A copy of the Bright Share Sale Agreement is filed herewith as Exhibit H and incorporated herein by reference.

On October 12, 2010 Starr and TSHL entered into the TSHL Share Sale Agreement as more fully discussed in Item 4. A copy of the TSHL Share Sale Agreement is filed herewith as Exhibit I and incorporated herein by reference.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

Exhibit A	Joint Filing Agreement, dated as of February 4, 2010, by and among Starr Investments Cayman II, Inc., Starr International Cayman Inc., Starr International Investments Ltd., Starr International Company, Inc., C. V. Starr & Co., Inc. and Maurice R. Greenberg. (Incorporated by reference to Exhibit A to the Schedule 13D filed with the Securities and Exchange Commission in respect of the Issuer on February 8, 2010.)

Exhibit B	Securities Purchase Agreement, dated January 12, 2010, by and among Starr Investments Cayman II, Inc., ChinaMediaExpress Holdings, Inc. and certain subsidiaries and stockholders of China MediaExpress Holdings, Inc. (Incorporated by reference to Exhibit B to the Schedule 13D filed with the Securities and Exchange Commission in respect of the Issuer on February 8, 2010.)

Exhibit C	Certificate of Designations of Series A Preferred Stock, par value $0.001 per share, of China MediaExpress Holdings, Inc. (Incorporated by reference to Exhibit C to the Schedule 13D filed with the Securities and Exchange Commission in respect of the Issuer on February 8, 2010.)

Exhibit D	Warrant to Purchase Shares of Common Stock of China MediaExpress Holdings, Inc. (Incorporated by reference to Exhibit D to the Schedule 13D filed with the Securities and Exchange Commission in respect of the Issuer on February 8, 2010.)

Exhibit E	Investor Rights Agreement, dated as of January 28, 2010, by and among Starr Investments Cayman II, Inc., China MediaExpress Holdings, Inc. and certain stockholders of China MediaExpress Holdings, Inc. (Incorporated by reference to Exhibit E to the Schedule 13D filed with the Securities and Exchange Commission in respect of the Issuer on February 8, 2010.)

Exhibit F	Registration Rights Agreement, dated January 28, 2010, by and among Starr Investments Cayman II, Inc. and China MediaExpress Holdings, Inc. (Incorporated by reference to Exhibit F to the Schedule 13D filed with the Securities and Exchange Commission in respect of the Issuer on February 8, 2010.)

Exhibit G	Stock Transfer Agreement, dated January 28, 2010, by and among Starr Investments Cayman II, Inc. and certain stockholders of China MediaExpress Holdings, Inc. (Incorporated by reference to Exhibit G to the Schedule 13D filed with the Securities and Exchange Commission in respect of the Issuer on February 8, 2010.)

Exhibit H	Share Sale Agreement, dated October 12, 2010, by and among Starr Investments Cayman II, Inc. and Bright Elite Management Limited.

Exhibit I	Share Sale Agreement, dated October 12, 2010, by and among Starr Investments Cayman II, Inc. and Thousand Space Holdings Limited.

Exhibit J	Joint Filing Agreement, dated as of October 14, 2010, by and among Starr Investments Cayman II, Inc., Starr International Cayman Inc., Starr International Investments Ltd., Starr International Company, Inc., C. V. Starr & Co., Inc. and Maurice R. Greenberg.

SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: October 14, 2010	STARR INVESTMENTS CAYMAN II, INC.

	By:	/s/ Michael J. Horvath
		Michael J. Horvath
		Director

	STARR INTERNATIONAL CAYMAN, INC.

	By:	/s/ Michael J. Horvath
		Michael J. Horvath
		Director

	STARR INTERNATIONAL INVESTMENTS LTD.

	By:	/s/ Stuart Osborne
		Stuart Osborne
		Director, Controller and Vice President

	STARR INTERNATIONAL COMPANY, INC.

	By:	/s/ Stuart Osborne
		Stuart Osborne
		Vice President and Treasurer

	C. V. STARR & CO., INC.

	By:	/s/ Michael J. Horvath
		Michael J. Horvath
		Secretary

	MAURICE R. GREENBERG

	By:	/s/ Maurice R. Greenberg

EX-99 2 ex_h.htm EXHIBIT H: SHARE SALE AGREEMENT, DATED OCTOBER 12, 2010 ex_h.htm

Exhibit H

SHARE SALE AGREEMENT

This SHARE SALE AGREEMENT (the “Agreement”), dated as of October 12, 2010 by and among Bright Elite Management Limited (“Transferor”), and Starr Investments Cayman II, Inc., a company organized with limited liability under the laws of the Cayman Islands (“Transferee”).

WHEREAS, the Transferors have agreed to sell an aggregate of 500,000 shares of common stock of China MediaExpress Holdings, Inc. (the “Company”) to the Transferee, for good and valuable consideration as described below.

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE 1

Purchase and Sale

Section 1. Transfer of the Founder Shares. (a) Transferor hereby transfers (the “Transfer”) to Transferee such number of shares of the Company’s common stock (the “Shares”) set forth on Annex A hereto opposite its name against the simultaneous delivery by wire transfer to an account previously specified in writing by Transferor to Transferee of the consideration specified in such Annex A.

(b) Transferor shall cause Company’s transfer agent, Continental Stock Transfer & Trust Company (“CST”) to (i) irrevocably transfer to Transferee the Shares and (ii) provide written evidence satisfactory to Transferee and its counsel of the occurrence of (i), above.

ARTICLE 2

Representations and Warranties of Transferor

Transferor represents and warrants to Transferee as of the date hereof that:

Section 2.01. Authority. Transferor has full legal right, power and authority to enter into and perform its obligations under this Agreement and to transfer the Shares under this Agreement. This Agreement has been validly authorized, executed and delivered by Transferor and, assuming the due authorization, execution and delivery thereof by Transferee, is a valid and binding agreement of Transferor, enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by Transferor does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of

(i) any agreement, contract or instrument to which Transferor is a party which would prevent Transferor from performing or materially delay or materially impair the ability of Transferor to perform its obligations hereunder or (ii) any law, statute, rule or regulation to which Transferor is subject.

Section 2.02. Ownership of Shares. Transferor is the legal and beneficial owner of the Shares, free and clear of any liens, claims, security interests, options, charges or any other encumbrance, limitation or restriction whatsoever. The Shares are duly authorized, validly issued, fully paid and nonassessable. None of the Shares is subject to any voting trust or other agreement or arrangement with respect to the voting of such Shares. Upon the sale and transfer of the Shares, and payment therefor, in accordance with the provisions of this Agreement, assuming that Transferee does not have notice of any “adverse claim,” within the meaning of Section 8-105 of the Uniform Commercial Code as in effect in the State of New York (the “UCC”), to such Shares and obtains “control” of such Shares within the meaning of Section 8-106 of the UCC, (i) Transferee shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, and (ii) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Transferee with respect to such Shares.

Section 2.03. Governmental Consents. No consent, approval, license or authorization of or designation, declaration, or filing with, any federal, state, or local governmental authority on the part of Transferor is required in connection with the consummation of the transitions contemplated by this Agreement.

Section 2.04. Sophisticated Investor; Information. Transferor is an informed and sophisticated investor, and has engaged expert advisors, experienced in transactions of the type contemplated by this Agreement. Transferor further represents that it has been furnished by the Company with, and has evaluated, all information it deems necessary, desirable and appropriate to evaluate the merits and risks of the transactions contemplated herein and has received such legal and financial other advice as deemed to be necessary, desirable and appropriate to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. In evaluating the suitability of the transactions contemplated herein, Transferor has not relied upon any representations or information whether oral or written made by or on behalf of Transferee other than the representations and warranties of the Transferee expressly set forth in this Agreement. Transferor acknowledges that (i) Transferee or its affiliates or agents currently may have, and later may come into possession of, information with respect to the Company that is not known to Transferor and that may be material to a decision to sell the Shares (“Transferor Excluded Information”), (ii) Transferor has determined to sell the Shares notwithstanding its lack of knowledge of the Transferor Excluded Information and (iii) none of Transferee or its affiliates or agents shall have any liability to Transferor, and Transferor waives and releases any claims that i t might have against Transferee

or its affiliates or agents whether under applicable securities laws or otherwise, with respect to the nondisclosure of the Transferor Excluded Information in connection with the sale of the Shares and the transactions contemplated by this Agreement. Transferor understands that Transferee and its affiliates and agents will rely on the accuracy and truth of the foregoing representations, and Transferor hereby consents to such reliance.

Transferor understands and acknowledges that, in effecting the transactions contemplated by this Agreement, the Transferee will rely on the representations and warrants contained in this Section 2.

Section 2.05.Finder’s Fees. No investment banker, broker, finder or other intermediary is entitled to a fee or commission from Transferor or the Company in respect of this Agreement based upon any arrangement or agreement made by or on behalf of Transferee or any of its Affiliates.

Section 2.06. No Legal Advice from Transferee. Transferor acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with Transferor’s own legal counsel and investment and tax advisors. Transferor is not relying on any statements or representations of Transferee or any of their representatives or agents for legal, tax or investment advice with respect to this Agreement or the transactions contemplated by the Agreement.

Section 2.07. Transfer Taxes. Transferor understands that Transferor (and not Transferee) shall be responsible for any and all tax liabilities of Transferor that may arise as a result of the transactions contemplated by this Agreement.

ARTICLE 3

Representations and Warranties of Transferee

Transferee represents and warrants to Transferors as of the date hereof that:

Section 3.01. Authorization. Transferee has full legal right, power and authority to enter into and perform its obligations under this Agreement and to purchase the Shares under this Agreement. This Agreement has been validly authorized, executed and delivered by Transferee and assuming the due authorization, execution and delivery thereof by Transferor, is a valid and binding agreement of Transferee, enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by Transferee does not and will not c onflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which Transferee is a party which would prevent Transferee from performing or materially delay or materially impair the

ability of Transferee from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which Transferee is subject.

Section 3.02. Sophisticated Buyer; Information. Transferee is sophisticated in financial matters and is able to evaluate the risks and benefits attendant to the Transfer and is an “accredited investor” within the meaning of Rule 501(a) promulgated pursuant to the Securities Act of 1933, as amended (the “Securities Act”). Transferee further represents that it has been furnished by the Company with, and has evaluated, all information it deems necessary, desirable and appropriate to evaluate the merits and risks of the transactions contemplated herein and has received such legal and financial other advice as deemed to be necessary, desirable and appropriate to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. In evaluating the suitability of the transactions contemplated herein, Transferee has not relied upon any representations or information whether oral or written made by or on behalf of Transferor other than the representations and warranties of the Transferor expressly set forth in this Agreement. Transferee acknowledges that (i) Transferor or its affiliates or agents currently may have, and later may come into possession of, information with respect to the Company that is not known to Transferee and that may be material to a decision to purchase the Shares (“Transferee Excluded Information”), (ii) Transferee has determined to buy the Shares notwithstanding its lack of knowledge of the Transf eree Excluded Information and (iii) none of Transferor or its affiliates or agents shall have any liability to Transferee and Transferee waives and releases any claims that it might have against Transferor or its affiliates or agents whether under applicable securities laws or otherwise, with respect to the nondisclosure of the Transferee Excluded Information in connection with the purchase of the Shares and the transactions contemplated by this Agreement. Transferee understands that Transferor and its affiliates and agents will rely on the accuracy and truth of the foregoing representations, and Transferee hereby consents to such reliance.

Section 3.03. No Legal Advice from Transferor. Transferee acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with Transferee’s own legal counsel and investment and tax advisors. Transferee is not relying on any statements or representations of the Transferor or any of its representatives or agents for legal, tax or investment advice with respect to this Agreement or the transactions contemplated by the Agreement.

Section 3.04. Transfer Taxes. Transferee understands that Transferee (and not Transferor) shall be responsible for any and all tax liabilities of Transferee that may arise as a result of the transactions contemplated by this Agreement.

Section 3.05. Restrictions on Transfer. Transferee acknowledges and understands the Shares have not been registered under the Securities Act, and, if in the future the Transferee decides to offer, resell, pledge or otherwise transfer the Shares, such Shares may be offered, resold, pledged or otherwise transferred only

(A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any available other exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Absent registration or an available exemption from registration, Transferee agrees that it will not resell the Shares and acknowledges that certificates representing the Shares shall bear a legend to the foregoing effect.

ARTICLE 5

Miscellaneous

Section 5.01. Further Assurances. Transferor and Transferee will execute and deliver, or cause to be executed and delivered, all further documents and instruments and use it reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable law, to consummate and make effective the transactions contemplated by this Agreement. Transferor further agrees that the Investor shall be entitled to the customary demand registration rights, piggy-back registration rights and other rights (as set out under the Registration Rights Agreement dated January 28, 2010 by and among the Company and the Transferee) with respect to the Shares, and shall cooperate with Transferee in its exercise of such rights.

Section 5.02. Amendments. Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or in the case of a waiver, by the party against whom the waiver is to be effective.

Section 5.03 Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other parties hereto.

Section 5.04. Governing Law. This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with the laws of the State of Delaware. Each of the parties hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall, to the fullest extent applicable, be brought and enforced first in the Delaware Chancery Court, then to such other court in the State of Delaware as appropriate and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

Section 5.05. Counterparts; Effectiveness. This Agreement may be signed in any number of counterparts and delivered by facsimile, each of which

shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto. Until and unless each party has received a counterpart hereof signed by the other party hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication).

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

TRANSFEROR

BRIGHT ELITE MANAGEMENT LIMITED

By:	/s/ Qing Ping Lin
	Name: Qing Ping Lin
	Title: Sole Director

TRANSFEREE


	STARR INVESTMENTS CAYMAN II, INC.


	By:	/s/ Dorothy Ying Dong
		Name: Dorothy Ying Dong
		Title:

ANNEX A

Transferor	Number of Shares	Aggregate Purchase Price

Bright Elite Management Limited	500,000	$9 per share

EX-99 3 ex_i.htm EXHIBIT I: SHARE SALE AGREEMENT, DATED OCTOBER 12, 2010 ex_i.htm

Exhibit I

SHARE SALE AGREEMENT

This SHARE SALE AGREEMENT (the “Agreement”), dated as of October 12, 2010 by and among Thousand Space Holdings Limited (“Transferor”), and Starr Investments Cayman II, Inc., a company organized with limited liability under the laws of the Cayman Islands (“Transferee”).

WHEREAS, the Transferors have agreed to sell an aggregate of 1,000,000 shares of common stock of China MediaExpress Holdings, Inc. (the “Company”) to the Transferee, for good and valuable consideration as described below.

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE 1

Purchase and Sale

ARTICLE 2

Representations and Warranties of Transferor

Transferor represents and warrants to Transferee as of the date hereof that:

Section 2.01. Authority. Transferor has full legal right, power and authority to enter into and perform its obligations under this Agreement and to transfer the Shares under this Agreement. This Agreement has been validly authorized, executed and delivered by Transferor and, assuming the due authorization, execution and delivery thereof by Transferee, is a valid and binding agreement of Transferor, enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by Transferor does not and will not conflict with, violate or cause a breach o f, constitute a default under, or result in a violation of

Section 2.04. Sophisticated Investor; Information. Transferor is an informed and sophisticated investor, and has engaged expert advisors, experienced in transactions of the type contemplated by this Agreement. Transferor further represents that it has been furnished by the Company with, and has evaluated, all information it deems necessary, desirable and appropriate to evaluate the merits and risks of the transactions contemplated herein and has received such legal and financial other advice as deemed to be necessary, desirable and appropriate to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. In evaluating the suitability of the transactions contemplated herein, Transferor has not relied upon any representations or information whether oral or written made by or on behalf of Transferee other than the representations and warranties of the Transferee expressly set forth in this Agreement. Transferor acknowledges that (i) Transferee or its affiliates or agents currently may have, and later may come into possession of, information with respect to the Company that is not known to Transferor and that may be material to a decision to sell the Shares (“Transferor Excluded Information”), (ii) Transferor has determined to sell the Shares notwithstanding its lack of knowledge of the Transferor Excluded Information and (iii) none of Transferee or its affiliates or agents shall have any liability to Transferor, and Transferor w aives and releases any claims that it might have against Transferee

Transferor understands and acknowledges that, in effecting the transactions contemplated by this Agreement, the Transferee will rely on the representations and warrants contained in this Section 2.

ARTICLE 3

Representations and Warranties of Transferee

Transferee represents and warrants to Transferors as of the date hereof that:

Section 3.01. Authorization. Transferee has full legal right, power and authority to enter into and perform its obligations under this Agreement and to purchase the Shares under this Agreement. This Agreement has been validly authorized, executed and delivered by Transferee and assuming the due authorization, execution and delivery thereof by Transferor, is a valid and binding agreement of Transferee, enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by Transferee does not and will not co nflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which Transferee is a party which would prevent Transferee from performing or materially delay or materially impair the

ability of Transferee from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which Transferee is subject.

Section 3.02. Sophisticated Buyer; Information. Transferee is sophisticated in financial matters and is able to evaluate the risks and benefits attendant to the Transfer and is an “accredited investor” within the meaning of Rule 501(a) promulgated pursuant to the Securities Act of 1933, as amended (the “Securities Act”). Transferee further represents that it has been furnished by the Company with, and has evaluated, all information it deems necessary, desirable and appropriate to evaluate the merits and risks of the transactions contemplated herein and has received such legal and financial other advice as deemed to be necessary, desirable and appropriate to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. In evaluating the suitability of the transactions contemplated herein, Transferee has not relied upon any representations or information whether oral or written made by or on behalf of Transferor other than the representations and warranties of the Transferor expressly set forth in this Agreement. Transferee acknowledges that (i) Transferor or its affiliates or agents currently may have, and later may come into possession of, information with respect to the Company that is not known to Transferee and that may be material to a decision to purchase the Shares (“Transferee Excluded Information”), (ii) Transferee has determined to buy the Shares notwithstanding its lack of knowledge of the Transfe ree Excluded Information and (iii) none of Transferor or its affiliates or agents shall have any liability to Transferee and Transferee waives and releases any claims that it might have against Transferor or its affiliates or agents whether under applicable securities laws or otherwise, with respect to the nondisclosure of the Transferee Excluded Information in connection with the purchase of the Shares and the transactions contemplated by this Agreement. Transferee understands that Transferor and its affiliates and agents will rely on the accuracy and truth of the foregoing representations, and Transferee hereby consents to such reliance.

ARTICLE 5

Miscellaneous

Section 5.05. Counterparts; Effectiveness. This Agreement may be signed in any number of counterparts and delivered by facsimile, each of which

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

TRANSFEROR

THOUSAND SPACE HOLDINGS LIMITED

By:	/s/ Ou Wen Lin
	Name: Ou Wen Lin
	Title: Sole Director

TRANSFEREE

	STARR INVESTMENTS CAYMAN II, INC.


	By:	/s/ Dorothy Ying Dong
		Name: Dorothy Ying Dong
		Title:

ANNEX A

Transferor	Number of Shares	Aggregate Purchase Price

Thousand Space Holdings Limited	1,000,000	$9 per share

EX-99 4 ex_j.htm EXHIBIT J: JOINT FILING AGREEMENT, DATED OCTOBER 14, 2010 ex_j.htm

Exhibit J

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of China MediaExpress Holdings, Inc., a Delaware corporation, and that this Agreement be included as an Exhibit to such joint filing.

Each of the undersigned acknowledges that each shall be responsible for the timely filing of any statement (including amendments) on Schedule 13D, and for the completeness and accuracy of the information concerning him or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other persons making such filings, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Dated: October 14, 2010

STARR INVESTMENTS CAYMAN II, INC.

	By:	/s/ Michael J. Horvath
		Michael J. Horvath
		Director

STARR INTERNATIONAL CAYMAN, INC.

	By:	/s/ Michael J. Horvath
		Michael J. Horvath
		Director

STARR INTERNATIONAL INVESTMENTS LTD.

	By:	/s/ Stuart Osborne
		Stuart Osborne
		Director, Controller and Vice President


	STARR INTERNATIONAL COMPANY, INC.

	By:	/s/ Stuart Osborne
		Stuart Osborne
		Vice President and Treasurer

C. V. STARR & CO., INC.

	By:	/s/ Michael J. Horvath
		Michael J. Horvath
		Secretary

MAURICE R. GREENBERG


	By:	/s/ Maurice R. Greenberg