EXHIBIT 10.08
SUBSCRIPTION AGREEMENT
AND PURCHASE QUESTIONNAIRE
Easylink Information Technology Co., Ltd.
300 4F-3, Xx. 0, Xxxx 00 Xxxxxxx Xxxx
Xxxx Xxx, Xxxxxx, Xxxxxxxx of China
Dear Sir or Madam:
By signing below, the undersigned subscribes to purchase
_________________ shares of the common stock, no par value, of Easylink
Information Technology Co., Ltd., a British Virgin Islands corporation (the
"Company"). In payment of the purchase price for the shares of common stock, I
hereby deliver to the Company payment in the amount of $_______________,
representing the price per share of $5.00 multiplied by the number of shares
being purchased.
I acknowledge receipt of the Company's Prospectus dated
________________, 2002 and represent that I have reviewed the information
contained in the prospectus. I also represent that I have fully and accurately
completed Exhibit A.
SIGNATURE
Date:
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Name:
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Address:
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Telephone:
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Social Security Number
(if applicable):
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EXHIBIT A
EASYLINK INFORMATION TECHNOLOGY CO., LTD.
PURCHASER QUESTIONNAIRE FOR INDIVIDUALS
Purpose of the Questionnaire
Easylink Information Technology Co., Ltd. (the "Company") is offering
for sale shares of its no par value common stock (hereafter the "Securities").
The Securities are registered under the Securities Act of 1933, as amended (the
"Act"), and the securities laws of certain states. In states where the
Securities have not been registered, the Company must determine that an
individual meets certain suitability requirements in order to rely upon an
exemption from various state registration requirements. This Questionnaire must
be completed by any prospective investor who resides in a state where the
Securities have not been registered in order that the Company can rely upon the
provisions of Section 18(b)(3) of the Act and corresponding state exemptions.
This Questionnaire does not constitute an offer to sell or a solicitation of an
offer to buy the Securities.
THE COMPANY WILL NOT OFFER OR SELL ITS SHARES OF COMMON STOCK TO ANY
INVESTOR WHO RESIDES IN A STATE IN WHICH THE SHARES HAVE NOT BEEN REGISTERED. IN
ADDITION, THE INVESTOR MUST HAVE COMPLETED A PURCHASER QUESTIONNAIRE AND, ON THE
BASIS OF THE INFORMATION SET FORTH IN THE QUESTIONNAIRE, THE COMPANY HAS
CONCLUDED THAT THE INDIVIDUAL MEETS THE INVESTOR SUITABILITY REQUIREMENTS
REQUIRED BY SECTION 18(b)(3) OF THE ACT AND CORRESPONDING EXEMPTIONS UNDER STATE
SECURITIES LAWS.
Instructions
One (1) copy of this Questionnaire should be completed, signed, dated
and delivered to the Company. Please contact Xxxxxxx Xxxxxxx, Inc., the
underwriter, at (000) 000-0000 if you have any questions with respect to the
Questionnaire.
PLEASE ANSWER ALL QUESTIONS. If the appropriate answer is "None" or
"Not Applicable" so state. Please print or type your answers to all questions.
Attach additional sheets if necessary to complete your answers to any item.
Your answer will be kept strictly confidential at all times; however,
the Company may present this Questionnaire to such parties as it deems
appropriate in order to assure itself that the offer and sale of the Securities
will not result in a violation of federal securities laws or the securities laws
of any state.
1. NAME AND ADDRESS. Please provide the following personal information:
Name:
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Residence Address
(including Zip Code):
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Business Address:
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Telephone: Res.: Bus.:
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Preferred Mailing Address: [ ] Residence [ ] Business
2. AMOUNT OF SUBSCRIPTION COMMITMENT.
$ ________________________________.
3. SUITABILITY STANDARDS.
(a) Please indicate your individual or joint (with spouse) annual
income during 2001 and your expected annual income* during 2000 by marking the
appropriate box.
INDIVIDUAL JOINT
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INCOME 2001 2000 2001 2000
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LESS THAN $100,000 [ ] [ ] [ ] [ ]
$100,001 TO $200,000 [ ] [ ] [ ] [ ]
$200,001 TO $300,000 [ ] [ ] [ ] [ ]
$300,001 TO $500,000 [ ] [ ] [ ] [ ]
$500,001 TO $700,000 [ ] [ ] [ ] [ ]
$700,001 TO $1,000,000 [ ] [ ] [ ] [ ]
IN EXCESS OF $1,000,000 [ ] [ ] [ ] [ ]
(b) Please Indicate your individual or joint (With spouse) net worth
(EXCLUDING THE PRINCIPAL RESIDENCE, ITS FURNISHINGS AND YOUR AUTOMOBILES) by
marking the appropriate box.
NET WORTH INDIVIDUAL JOINT
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LESS THAN $750,000 [ ] [ ]
$750,001 TO $1,000,000 [ ] [ ]
$1,000,001 TO $2,000,000 [ ] [ ]
$2000,001 TO $3,000,000 [ ] [ ]
$3,000,001 TO $4,000,000 [ ] [ ]
$4,000,001 TO $5,000,000 [ ] [ ]
$5,000,001 TO $6,000,000 [ ] [ ]
IN EXCESS OF $6,000,000 [ ] [ ]
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* For this purpose, a person's income is the amount of his individual adjusted
gross income (as reported on a federal income tax return), increased by the
following amounts: (a) deduction for completion (Section 611 et seq. of the
Internal Revenue Code of 1986, as amended (the "Code"); (b) and exclusion for
interest of tax exempt municipal obligations (Section 103 of the Code); and (c)
any losses of a partnership allocated to the individual (Schedule E of Form
1040).
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4. SOPHISTICATION OF SUBSCRIBER.
(a) Please indicate the highest educational level you completed:
[ ] High School
[ ] College Degree
[ ] Graduate Degree
(b) Describe your present or most recent business or occupation. Please
indicate such information as the nature of your employment, the principal
business of your employer, the principal activities under your management or
supervision.
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(c) Please provide the following information concerning your financial
experience:
(i) Indicate by check xxxx which of the following categories
best describes the extent of your prior experience in the areas of investment
listed below:
Substantial Limited No
Experience Experience Experience
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Marketable securities [ ] [ ] [ ]
Restricted securities [ ] [ ] [ ]
Government securities [ ] [ ] [ ]
Municipal (tax-exempt) [ ] [ ] [ ]
securities
Stock options [ ] [ ] [ ]
Commodities [ ] [ ] [ ]
Real estate programs [ ] [ ] [ ]
Securities for which [ ] [ ] [ ]
no market exists
Limited partnerships [ ] [ ] [ ]
Tax deferred [ ] [ ] [ ]
investment generally
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(ii) For those investments for which you indicated "substantial
experience" above, please answer the following additional questions by checking
the appropriate box:
(A) Do you make your own investment decisions with
respect to such investments?
[ ] Always [ ] Frequently
[ ] Usually [ ] Rarely
(B) What are your principal sources of investment
knowledge or advice (you may check more than one):
[ ] First hand experience with industry
[ ] Financial publication(s)
[ ] Trade or industry publication(s)
[ ] Banker(s)
[ ] Broker(s)
[ ] Investment Adviser(s)
[ ] Attorney(s)
[ ] Accountant(s)
(iii) Indicate by check xxxx whether you maintain any of the following
types of accounts over which you, rather than a third party, exercise investment
discretion, and the length of time you have maintained each type of account.
Securities (cash) [ ] [ ] Number of years
Yes No ----------
Securities (margin) [ ] [ ] Number of years
Yes No ----------
Commodities [ ] [ ] Number of years
Yes No ----------
(iv) Indicate on the line below the estimated present fair market value
of all marketable securities currently owned by you, individually, or jointly
with your spouse:
Estimated value of marketable securities portfolio: $
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(v) Indicate on the line below the estimated present value of all
"restricted securities" currently owned by you, individually, or jointly with
your spouse:
Estimated value of restricted securities portfolio: $
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(d) Please provide in the space below any additional information which
would indicate that you have sufficient knowledge and experience in financial
and business matters so that you are capable of evaluating the merits and risks
of investing in restricted securities of an enterprise such as the Company, and,
specifically, provide information regarding your experience in investing in
private placements of restricted securities where there did not exist at the
time of purchase any public market for the securities.
5. By signing the Questionnaire I hereby confirm the following statements:
(a) I acknowledge that any delivery to me of offering materials
relating to the securities prior to the determination by the Company of my
suitability as an investor shall not constitute an offer of the Securities until
such determination of suitability shall be made, and I agree that I shall
promptly return the offering materials to the Company upon request.
(b) My answers to the foregoing questions are true and complete to the
best of my information and belief, and I will promptly notify the Company of any
changes in the information I have provided.
(c) If I am a California resident, I confirm that I have an adjusted
gross income of at least $65,000 for the calendar year ended December 31, 2001
and an equal amount of adjusted gross income anticipated for the calendar year
ended December 31, 2002, together with a minimum of $250,000 liquid net worth
(excluding home, home furnishings and automobiles). If I am a California
resident, in the event I do not have an adjusted gross income of $65,000 and
liquid net worth of $250,000, I have a liquid net worth of $500,000 or more.
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(Printed Name)
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(Signature)
DATE AND PLACE EXECUTED:
Date:
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Place:
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