TAER / Tarsier Ltd. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Tarsier 2G/A

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0167 Expires: March 31, 2018 Estimated average burden hours per response 1.50 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT

Tarsier 2G

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0167 Expires: March 31, 2018 Estimated average burden hours per response 1.50 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT

STOCK PURCHASE AGREEMENT TARSIER LTD. Mr. Randall D. Satin AND MR. Lawrence Merson December 30, 2016 STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT AMONG TARSIER LTD. AND Mr. Randall D. Satin AND MR. Lawrence Merson December 30, 2016 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this ?Agreement?) is made as of December 30, 2016 (the ?Effective Date?), by and among TARSIER LTD., a Delaware corporation with a principal business address at 655 Madison Avenue, 3rd Floor, New York, NY 10065 (?Buyer?), and Mr. Ran

ESCROW AGREEMENT

ESCROW AGREEMENT This Escrow Agreement (the ?Agreement?), dated as of December 30, 2016, is by and among each of Randall D.

FIRST AMENDMENT TO CREDIT AGREEMENT

FIRST AMENDMENT TO CREDIT AGREEMENT This FIRST AMENDMENT TO CREDIT AGREEMENT (the ?Amendment?) is dated effective as of the 30th day of December, 2016 (the ?Effective Date?), by and between TARSIER LTD, a corporation incorporated under the laws of the State of Delaware (the ?Borrower?), TARSIER SYSTEMS LTD.

MANAGEMENT AGREEMENT

EX-10.3 4 ex10-3.htm MANAGEMENT AGREEMENT This MANAGEMENT AGREEMENT (“Agreement”) is made as of the 30th day of December, 2016 by and between 1-800 NY BULBS LIMITED, a New York corporation with its principal place of business located at 620 Fayette Avenue, Mamaroneck, N.Y. 10543 (the “Company”), and NY BULBS MANAGEMENT LLC, a New York limited liability company having its principal place of busines

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K (Amendment No. ) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 15, 2016 Tarsier Ltd. (Exact name of registrant as specified in its charter) Delaware 0-54205 0-2188353 (Sate or other jurisdiction of incorporation) (Commiss

Tarsier 0-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: May 31, 2016 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ]

Tarsier FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. FOR THE QUARTERLY PERIOD ENDED FEBRUARY 29, 2016 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission File Number 0-54205 TARSIER LT

Tarsier NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: February 29, 2016 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report o

Canuswa Accounting and Tax Services Inc. 16301 NE 8th Street, Suite 138, Bellevue, WA 98008, U.S.A. Tel: (415)329-5779 E-mail: [email protected]

Exhibit 16 Canuswa Accounting and Tax Services Inc. 16301 NE 8th Street, Suite 138, Bellevue, WA 98008, U.S.A. Tel: (415)329-5779 E-mail: [email protected] March 22, 2016 U.S. Securities and Exchange Commission 100 F Street, N.E. Washington DC 20549 Ladies and Gentlemen, We have read Item 4.01 of Form 8-K of Huayue Electronics, Inc. and Subsidiaries dated Oct. 14, 2015, and are in agreement with th

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NO.: 0-54205 Date of Report (Date of earliest event reported): March 23, 2016 (October 14, 2015) HUAYUE ELECTRONICS, INC. Delaware 20-2188353 (State of other jurisdiction of (IRS Employer incorporation or organiza

ASSET PURCHASE AGREEMENT by and between TARSIER SYSTEMS, LTD DEMANSYS ENERGY, INC., December 1, 2015 ASSET PURCHASE AGREEMENT

Exhibit 10.1 ASSET PURCHASE AGREEMENT by and between TARSIER SYSTEMS, LTD And DEMANSYS ENERGY, INC., December 1, 2015 ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of December 1, 2015, is entered into by and among Tarsier Systems, Ltd, a New York corporation (“Buyer”) and Demansys Energy, Inc., a Delaware corporation (the “Company”) . Capitalized terms used he

CERTIFICATE OF DESIGNATION of the PREFERENCES, RIGHTS, LIMITATIONS, QUALIFICATIONS AND RESTRICTIONS of the SERIES A PREFERRED STOCK of TARSIER LTD.

Exhibit 4.1 CERTIFICATE OF DESIGNATION of the PREFERENCES, RIGHTS, LIMITATIONS, QUALIFICATIONS AND RESTRICTIONS of the SERIES A PREFERRED STOCK of TARSIER LTD. Tarsier Ltd. (the “Corporation”), a Delaware corporation, hereby certifies that, pursuant to the authority conferred upon the Board of Directors of the Corporation (the “Board”) by its Articles of Incorporation, on January 14, 2016, the Boa

SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENT IN THE MAXIMUM AMOUNT OF US$15,000,000 BY AND AMONG TARSIER LTD. as Borrower, TARSIER SYSTEMS, LTD., as Joint and Several Guarantor, TCA GLOBAL CREDIT MASTER FUND, LP, as Lender Effective as of Janua

Exhibit 10.4 SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENT IN THE MAXIMUM AMOUNT OF US$15,000,000 BY AND AMONG TARSIER LTD. as Borrower, TARSIER SYSTEMS, LTD., as Joint and Several Guarantor, AND TCA GLOBAL CREDIT MASTER FUND, LP, as Lender Effective as of January 29, 2016 SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENT This SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENT (as amended, r

REVOLVING NOTE

Exhibit 10.5 NEITHER THIS NOTE NOR THE SECURITIES THAT ARE ISSUABLE TO THE HOLDER UPON CONVERSION HEREOF (COLLECTIVELY, THE “SECURITIES”) HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THE SECURITIES NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED

CONVERTIBLE PROMISSORY NOTE

Exhibit 10.3 THIS CONVERTIBLE PROMISSORY NOTE AND THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND THIS CONVERTIBLE NOTE, THE SECURITIES AND ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER

PLEDGE AND ESCROW AGREEMENT

Exhibit 10.7 PLEDGE AND ESCROW AGREEMENT THIS PLEDGE AND ESCROW AGREEMENT (?Agreement?) is dated effective as of January 29, 2016, by and between TARSIER LTD., a Delaware corporation (the ?Pledgor?), and TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership (the ?Secured Party?), with the joinder of DAVID KAHAN, P.A. (?Escrow Agent?). RECITALS WHEREAS, the Secured Party has made

ESCROW AGREEMENT

Exhibit 10.2 ESCROW AGREEMENT THIS ESCROW AGREEMENT (the “Agreement”) is made and entered into as of December 30, 2015, by and among Tarsier Ltd., a Delaware corporation (“Parent”), Tarsier Systems, Ltd, a New York limited liability company (“Buyer”), Demansys Energy, Inc., a Delaware corporation (“Seller”), and Westerman Ball Ederer Miller Zucker & Sharfstein LLP (the “Escrow Agent”). WHEREAS, Bu

AMMENDMENT TO THE ASSET PURCHASE AGREEMENT Dated December 1, 2015 TARSIER LTD. AND DEMANSYS ENERGY INC.

Exhibit 10.1a AMMENDMENT TO THE ASSET PURCHASE AGREEMENT Dated December 1, 2015 BETWEEN TARSIER LTD. AND DEMANSYS ENERGY INC. The following Amendment made on December 30, 2015 between Tarsier Systems Ltd and DemanSYS Energy LLC amends and overrides the Asset purchase Agreement entered into on December 1, 2015 between the parties. 1. DemanSYS agrees that should a payment be required for liabilities

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K (Amendment No. ) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 31, 2015 Tarsier Ltd. (Exact name of registrant as specified in its charter) Delaware 0-54205 0-2188353 (Sate or other jurisdiction of incorporation) (Commis

SECURITY AGREEMENT

Exhibit 10.6 SECURITY AGREEMENT This SECURITY AGREEMENT (the “Security Agreement”) dated effective as of January 29, 2016, is executed by TARSIER LTD., a Delaware corporation (the “Debtor”), with its chief executive offices located at 475 Park Avenue South, 30th Floor, New York, New York 10016, and TCA Global Credit Master Fund, LP (the “Secured Party”). RECITALS: WHEREAS, Debtor desires to borrow

SECURITY AGREEMENT

Exhibit 10.6a SECURITY AGREEMENT This SECURITY AGREEMENT (the ?Security Agreement?) dated effective as of January 29, 2016, is executed by and among TARSIER SYSTEMS LTD., a New York corporation (referred to as the ?Debtor?), with its chief executive offices located at 475 Park Avenue South, 30th Floor, New York, New York 10016, and TCA Global Credit Master Fund, LP (the ?Secured Party?). RECITALS:

TAER / Tarsier Ltd. 10-Q - Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2015 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission File Number 0-54205 TARSIER LT

Tarsier FORM NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: November 30, 2015 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report o

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K (Amendment No. ) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2015 Tarsier Ltd. (Exact name of registrant as specified in its charter) Delaware 0-54205 20-2188353 (State or other jurisdiction of incorporation) (Commi

CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION HUAYUE ELECTRONICS, INC. (A Delaware Corporation)

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF HUAYUE ELECTRONICS, INC. (A Delaware Corporation) Pursuant to Section 242 of the Delaware General Corporation Law, the undersigned, being the Chief Executive Officer of Huayue Electronics, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify that the fo

Tarsier DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: ¨ Preliminary Information Statement ¨ Confidential, for Use of the Commission only (as permitted by Rule 14c-5(d) (2)) x Definitive Information Statement HUAYUE ELECTRONICS, INC. (Name of Registrant As

Tarsier PRER14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) Check the appropriate box: x Preliminary Information Statement ? Confidential, for Use of the Commission only (as permitted by Rule 14c-5(d) (2)) ? Definitive Information Statement HUAYUE ELECTRONICS, INC. (Nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. FOR THE QUARTERLY PERIOD ENDED AUGUST 31, 2015 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission File Number 0-54205 HUAYUE ELECT

Tarsier FORM NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: August 31, 2015 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NO.: 0-54205 Date of Report: October 14, 2015 HUAYUE ELECTRONICS, INC. Delaware 20-2188353 (State of other jurisdiction of (IRS Employer incorporation or organization Identification No.) 474 Park Avenue South, 30th Floor 10016 (Add

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 1

10-K/A 1 v42200110ka.htm AMENDED ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. FOR THE FISCAL YEAR ENDED MAY 31, 2015 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition peri

Tarsier FORM PRER14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Check the appropriate box: x Preliminary Information Statement ¨ Confidential, for Use of the Commission only (as permitted by Rule 14c-5(d) (2)) ¨ Definitive Information Statement HUAYUE ELECTRONICS, INC. (Nam

TABLE OF CONTENTS

Exhibit 10.6 INTEREST PURCHASE AGREEMENT dated as of September 10, 2015 among GOCOM CORPORATION, and HUAYUE ELECTRONICS INC. TABLE OF CONTENTS Page Article I SECURITIES PURCHASE, SALE, AND EXCHANGE; CLOSING 2 Section 1.1 Purchase and Sale of BluCo Interests 2 Section 1.2 The Closing 2 Article II REPRESENTATIONS AND WARRANTIES OF GOCOM 2 Section 2.1 Organization and Existence 2 Section 2.2 Capitali

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

10-K 1 v41972510k.htm ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. FOR THE FISCAL YEAR ENDED MAY 31, 2015 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission File Nu

Tarsier FORM 12B-25

NT 10-K 1 v419467nt10-k.htm FORM 12B-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K o Form 20-F o Form 11-K ¨ Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: May 31, 2015 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report

Tarsier FORM 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K (Amendment No. ) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2015 Huayue Electronics, Inc. (Exact name of registrant as specified in its charter) Delaware 0-54205 20-2188353 (State or other jurisdiction of incorporatio

Tarsier PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Check the appropriate box: x Preliminary Information Statement ¨ Confidential, for Use of the Commission only (as permitted by Rule 14c-5(d) (2)) ¨ Definitive Information Statement HUAYUE ELECTRONICS, INC. (Name

STOCK PURCHASE AGREEMENT

Exhibit 2.1 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT, dated as of June 12, 2015 (the ?Agreement?) by and between Huayue Electronics, Inc., an Delaware corporation having an address at 475 Park Avenue, 30th Floor, New York, New York 10016 (?Seller?), and Shudong Pan, an individual having an address at 51 Huilingxi Road, Zhouhuizheng, Wujin District, Changzhou, Jiangsu Province, P.R. China

HUAYUE ELECTRONICS INC. SHAREHOLDERS AGREEMENT Dated as of June 12, 2015

EX-10.1 3 v413926ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 HUAYUE ELECTRONICS INC. SHAREHOLDERS AGREEMENT Dated as of June 12, 2015 THIS SHAREHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of June 12, 2015 (the “Effective Date”), by and among Huayue Electronics Inc. (the “Company”) and the shareholders of the Company signatory hereto (the “Shareholders”). WHEREAS, the Company intends

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K (Amendment No. ) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2015 Huayue Electronics, Inc. (Exact name of registrant as specified in its charter) Delaware 0-54205 20-2188353 (State or other jurisdiction of incorporatio

PARTNERSHIP INTEREST PURCHASE AGREEMENT

EX-2.1 2 v408967ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 PARTNERSHIP INTEREST PURCHASE AGREEMENT This PARTNERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is entered into as of April 23, 2015, by and between Huayue Electronics Inc., a Delaware corporation (the “Purchaser”), Sutton Global Associates Inc., a Nevada corporation (the “Seller”), and SavWatt Kazakhstan Ltd., a limited liability partnersh

EMPLOYMENT AGREEMENT

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered into this 22 day of April 2015 (the ?Effective Date?), by and between Huayue Electronics Inc., a Delaware corporation (the ?Company?), and Isaac H. Sutton (the ?Executive?). RECITALS THE PARTIES ENTER THIS AGREEMENT on the basis of the following facts, understandings and intentions: A. The Company de

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K (Amendment No. ) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2015 Huayue Electronics, Inc. (Exact name of registrant as specified in its charter) Delaware 0-54205 20-2188353 (State or other jurisdiction of incorporati

U. S. Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q

U. S. Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2015 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0-54205 HUAYUE ELECTRONICS, INC. (Name of Registr

Tarsier FORM 12B-25

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058 Expires: May 31, 2012 Washington, D.

U. S. Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q

10-Q 1 huayue.htm HUAYUE ELECTRONICS, INC. 10Q 2014-11-30 U. S. Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2014 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NO.: 0-54205 Date of Report: January 16, 2015 HUAYUE ELECTRONICS, INC. Delaware 20-2188353 (State of other jurisdiction of (IRS Employer incorporation or organization Identification No.) 51 Huilingxi Road, Zhouhuizheng, Wujin Distr

U. S. Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q

U. S. Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2014 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0-54205 HUAYUE ELECTRONICS, INC. (Name of Registran

TAER / Tarsier Ltd. NT 10-Q - - FORM 12B-25

NT 10-Q 1 huayuent.htm FORM 12B-25 UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058 Expires: May 31, 2012 Washington, D.C. 20549 Estimated average burden Hours per response 2.5 FORM 12b-25 SEC FILE NUMBER 0-54205 NOTIFICATION OF LATE FILING CUSIP NUMBER 443312103 (Check One): ¨ Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR Fo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ( X ) ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. FOR THE FISCAL YEAR ENDED MAY 31, 2014 ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission File Number 0-542

TAER / Tarsier Ltd. NT 10-Q - - FORM 12B-25

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058 Expires: May 31, 2012 Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ( X ) ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. FOR THE FISCAL YEAR ENDED MAY 31, 2014 ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission File Number 0-54205 HUAYUE ELECTRONIC

TAER / Tarsier Ltd. NT 10-K - - FORM 12B-25

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058 Expires: May 31, 2012 Washington, D.

August 18, 2014

Exhibit 16 August 18, 2014 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 We have read the statements made by Huayue Electronics, Inc. (the “Company”) in Item 4.01 of the Company’s Current Report on Form 8-K dated August 14, 2014, regarding Item 4.01 Change in Registrant’s Certifying Accountant. We agree with the statements made regarding our firm in such Current Repo

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NO.: 0-54205 Date of Report: August 14, 2014 HUAYUE ELECTRONICS, INC. Delaware 20-2188353 (State of other jurisdiction of (IRS Employer incorporation or organization Identification No.) 51 Huilingxi Road, Zhouhuizheng, Wujin Distri

U. S. Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q

10-Q 1 huayue.htm HUAYUE ELECTRONICS, INC. 10Q 2014-2-28 U. S. Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2014 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission F

- FORM 12B-25

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058 Expires: May 31, 2012 Washington, D.

U. S. Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q

U. S. Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2013 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0-54205 HUAYUE ELECTRONICS, INC. (Name of Registr

- FORM 12B-25

NT 10-Q 1 huay12b25.htm FORM 12B-25 UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058 Expires: May 31, 2012 Washington, D.C. 20549 Estimated average burden Hours per response 2.5 FORM 12b-25 SEC FILE NUMBER 0-54205 NOTIFICATION OF LATE FILING CUSIP NUMBER 443312103 (Check One): ¨ Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR F

U. S. Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2013 [ ] TRANSITION REPORT UNDER SECTION 13 OR

10-Q 1 huayue.htm HUAYUE ELECTRONICS, INC. 10Q 2013-08-31 U. S. Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2013 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ( X ) ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. FOR THE FISCAL YEAR ENDED MAY 31, 2013 ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission File Number 0-54205 HUAYUE ELECTRONIC

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NO.: 0-54205 Date of Report: June 1, 2013 HUAYUE ELECTRONICS, INC. Delaware 20-2188353 (State of other jurisdiction of (IRS Employer incorporation or organization Identification No.) 300 Somerset St., Room 469, Harrison, New Jersey

June 4, 2013

Exhibit 16 June 4, 2013 U.S. Securities and Exchange Commission 100 F. Street, NE Washington, DC 20549-7561 Re: HUAYUE ELECTRONICS, INC. - SEC File No. 0-54205 Ladies and Gentlemen: We have read the statements of HUAYUE ELECTRONICS, INC. in Item 4.01 on Form 8-K to be filed on or about June 5, 2013 and are in agreement with such statements as they pertain to our firm. We have no basis to agree or

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant - HUAYUE ELECTRONICS, INC. FORM 8-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NO.: 0-54205 Date of Report: June 1, 2013 HUAYUE ELECTONICS, INC. Delaware 20-2188353 (State of other jurisdiction of (IRS Employer incorporation or organization Identification No.) 300 Somerset St., Room 469, Harrison, New Jersey

U. S. Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q

U. S. Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2013 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0-54205 HUAYUE ELECTRONICS, INC. (Name of Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1)

10-K/A 1 huay10k20120531.htm HUAYUE ELECTRONICS, INC. FORM 10- MAY 31, 2012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ( X ) ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. FOR THE FISCAL YEAR ENDED MAY 31, 2012 ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

- HUAYUE ELECTRONICS, INC. FORM 12B-25

NT 10-Q 1 huayuent.htm HUAYUE ELECTRONICS, INC. FORM 12B-25 UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058 Expires: May 31, 2012 Washington, D.C. 20549 Estimated average burden Hours per response 2.5 FORM 12b-25 SEC FILE NUMBER 0-54205 NOTIFICATION OF LATE FILING CUSIP NUMBER 443312103 (Check One): ¨ Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o F

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HUAYUE ELECTRONICS, INC. 300 Somerset St., Room 469 Harrison, NJ 07029 March 20, 2013 VIA EDGAR Larry Spirgel Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E., Washington, DC 20549 Re: Huayue Electronics, Inc. Form 10-K for the Fiscal Year Ended May 31, 2012 Filed August 28, 2012 File No. 0-54205 Dear Mr. Spirgel: I am writing in response to the Staff’s letter

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HUAYUE ELECTRONICS, INC. 300 Somerset St., Room 469 Harrison, NJ 07029 March 12, 2013 VIA EDGAR Larry Spirgel Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E., Washington, DC 20549 Re: Huayue Electronics, Inc. Form 10-K for the Fiscal Year Ended May 31, 2012 Filed August 28, 2012 File No. 0-54205 Dear Mr. Spirgel: I have received your letter dated February 25,

U. S. Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q

U. S. Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2012 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0-54205 HUAYUE ELECTRONICS, INC. (Name of Registr

U. S. Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q/A (Amendment No. 1)

U. S. Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q/A (Amendment No. 1) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2012 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0-54205 HUAYUE ELECTRONICS, INC

U. S. Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q/A (Amendment No. 1)

U. S. Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q/A (Amendment No. 1) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2012 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0-54205 HUAYUE ELECTRONICS, INC

U. S. Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q

U. S. Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2012 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0-54205 HUAYUE ELECTRONICS, INC. (Name of Registran

- HUAYUE ELECTRONICS, INC. FORM NT 10-Q OCTOBER 15, 2012

NT 10-Q 1 huayuent10q20121015.htm HUAYUE ELECTRONICS, INC. FORM NT 10-Q OCTOBER 15, 2012 UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058 Expires: May 31, 2012 Washington, D.C. 20549 Estimated average burden Hours per response 2.5 FORM 12b-25 SEC FILE NUMBER 0-54205 NOTIFICATION OF LATE FILING CUSIP NUMBER 443312103 (Check One): ¨ Form 10-K o Form 20-F o Form 11-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ( X ) ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. FOR THE FISCAL YEAR ENDED MAY 31, 2012 ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission File Number 0-54205 HUAYUE ELECTRONIC

U. S. Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q

10-Q 1 huay10q20120229.htm HUAYUE ELECTRONICS, INC. FORM 10-Q FEBRUARY 29, 2012 U. S. Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 29, 2012 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition peri

U. S. Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q

U. S. Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2011 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0-54205 HUAYUE ELECTRONICS, INC. (Name of Registr

STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF HXT HOLDINGS, INC.

Exhibit 3-a STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF HXT HOLDINGS, INC.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NO.: 0-54205 Date of Report: November 2, 2011 HUAYUE ELECTRONICS, INC. (Exact nam

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NO.: 0-54205 Date of Report: November 2, 2011 HUAYUE ELECTRONICS, INC. (Exact name of registrant as specified in its charter) Delaware 20-2188353 (State of other jurisdiction of (IRS Employer incorporation or organization Identific

TRANSFER AGREEMENT

Exhibit 10.b TRANSFER AGREEMENT This Transfer Agreement (this “Agreement”) is made and entered into as of September 2, 2011, by and among the following parties (each, a “Party” and collectively, the “Parties”): HXT Holdings, Inc., a Delaware corporation (the “Company”) and Li Yuan Qing (the “Manager”). WHEREAS, a Merger Agreement (the “Merger Agreement”) has been executed on this date among the Co

ENTRUSTED MANAGEMENT AGREEMENT Pan Shudong Li Xinmei HXT Holding, Inc. As of September 2, 2011

Exhibit 10.c ENTRUSTED MANAGEMENT AGREEMENT BETWEEN Pan Shudong Li Xinmei AND HXT Holding, Inc. As of September 2, 2011 1 Entrusted Management Agreement This Entrusted Management Agreement (the "Agreement") is entered into as of the 2nd day of September, 2011 in Changzhou, Jiangsu Province, P. R. China, by: Party A (collectively referred to herein as “Party A”): 1. Pan Shudong, a citizen of PRC, 2

AGREEMENT AND PLAN OF MERGER by and among HXT Holdings, Inc. HXT Acquisition Corp. China Metal Holding, Inc. Dated as of September 2, 2011 MERGER AGREEMENT

Exhibit 10.a AGREEMENT AND PLAN OF MERGER by and among HXT Holdings, Inc. HXT Acquisition Corp. and China Metal Holding, Inc. Dated as of September 2, 2011 MERGER AGREEMENT Merger Agreement (the ?Agreement?) dated as of September 2, 2011 by and among HXT Holdings, Inc., a corporation formed under the laws of the State of Delaware (?HXTH?), HXT Acquisition Corp., a corporation newly formed under th

U. S. Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q

U. S. Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2011 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0-54205 HXT HOLDINGS, INC. (Name of Registrant in i

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NO.: 0-54205 Date of Report: September 2, 2011

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NO.: 0-54205 Date of Report: September 2, 2011 HXT HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 20-2188353 (State of other jurisdiction of (IRS Employer incorporation or organiz

UNITED STATES

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058 Expires: August 31, 2009 Washington, D.

SCHEDULE 14C (Rule 14c-101) INFORMATION REQUIRED IN INFORMATION STATEMENT Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

DEF 14C 1 hxtinfostmtdef.htm SCHEDULE 14C (Rule 14c-101) INFORMATION REQUIRED IN INFORMATION STATEMENT Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [ ] Preliminary Information Statement [ ] Confidential, for use of the Commission only [ x ] Definitive Information Statement HXT Holdings, Inc. (Name of Registrant as Specified In It

October 7, 2011

EXHIBIT 16 October 7, 2011 U.S. Securities and Exchange Commission 100 F. Street, NE Washington, DC 20549-7561 Re: HXT HOLDINGS, INC. - SEC File No. 0-54205 Ladies and Gentlemen: We have read the statements of HXT HOLDINGS, INC. in Item 4.01 on Form 8-K to be filed on or about October 7, 2011 and are in agreement with such statements as they pertain to our firm. We have no basis to agree or disagr

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NO.: 0-54205 Date of Report: October 7, 2011 HXT HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 20-2188353 (State of other jurisdiction of (IRS Employer incorporation or organization Identification N

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NO.: 0-54205 Date of Report: September 29, 2011 HXT HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 20-2188353 (State of other jurisdiction of (IRS Employer incorporation or organization Identificatio

SCHEDULE 14C (Rule 14c-101) INFORMATION REQUIRED IN INFORMATION STATEMENT Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

SCHEDULE 14C (Rule 14c-101) INFORMATION REQUIRED IN INFORMATION STATEMENT Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [x ] Preliminary Information Statement [ ] Confidential, for use of the Commission only [ ] Definitive Information Statement HXT Holdings, Inc.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NO.: 0-54205 Date of Report: September 19, 2011 HXT HOLDINGS, INC. (Exact name of

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NO.: 0-54205 Date of Report: September 19, 2011 HXT HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 20-2188353 (State of other jurisdiction of (IRS Employer incorporation or organization Identificatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 14f-1 INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER Commission File Number: 0-54205

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 14f-1 INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER Commission File Number: 0-54205 HXT HOLDINGS, INC.

ENTRUSTED MANAGEMENT AGREEMENT Pan Shudong Li Xinmei HXT Holding, Inc. As of September 2, 2011

Exhibit 10.c ENTRUSTED MANAGEMENT AGREEMENT BETWEEN Pan Shudong Li Xinmei AND HXT Holding, Inc. As of September 2, 2011 1 Entrusted Management Agreement This Entrusted Management Agreement (the "Agreement") is entered into as of the 2nd day of September, 2011 in Changzhou, Jiangsu Province, P. R. China, by: Party A (collectively referred to herein as “Party A”): 1. Pan Shudong, a citizen of PRC, 2

TRANSFER AGREEMENT

Exhibit 10.b TRANSFER AGREEMENT This Transfer Agreement (this “Agreement”) is made and entered into as of September 2, 2011, by and among the following parties (each, a “Party” and collectively, the “Parties”): HXT Holdings, Inc., a Delaware corporation (the “Company”) and Li Yuan Qing (the “Manager”). WHEREAS, a Merger Agreement (the “Merger Agreement”) has been executed on this date among the Co

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NO.: 0-54205 Date of Report: September 2, 2011 HXT HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 20-2188353 (State of other jurisdiction of (IRS Employer incorporation or organization Identification

AGREEMENT AND PLAN OF MERGER by and among HXT Holdings, Inc. HXT Acquisition Corp. China Metal Holding, Inc. Dated as of September 2, 2011 MERGER AGREEMENT

Exhibit 10.a AGREEMENT AND PLAN OF MERGER by and among HXT Holdings, Inc. HXT Acquisition Corp. and China Metal Holding, Inc. Dated as of September 2, 2011 MERGER AGREEMENT Merger Agreement (the “Agreement”) dated as of September 2, 2011 by and among HXT Holdings, Inc., a corporation formed under the laws of the State of Delaware (“HXTH”), HXT Acquisition Corp., a corporation newly formed under th

U. S. Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q

U. S. Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0-54205 HXT HOLDINGS, INC. (Name of Registrant in its

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: September 30, 2010 or | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-146796 HXT HOLDINGS, INC. (

U. S. Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q

U. S. Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2011 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0-54205 HXT HOLDINGS, INC. (Name of Registrant in it

U. S. Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q

U. S. Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2010 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0-54205 HXT HOLDINGS, INC. (Name of Registrant in

UNITED STATES

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058 Expires: August 31, 2009 Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: September 30, 2010 or | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0-54205 HXT HOLDINGS, INC. (Name

UNITED STATES

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058 Expires: August 31, 2009 Washington, D.

BY-LAWS OF HXT HOLDINGS, INC. A DELAWARE CORPORATION Dated: November 13, 2007 ARTICLE I MEETINGS OF STOCKHOLDERS

Exhibit 3-b BY-LAWS OF HXT HOLDINGS, INC. A DELAWARE CORPORATION Dated: November 13, 2007 ARTICLE I MEETINGS OF STOCKHOLDERS Section 1. Place of Meetings. All meetings of the stockholders shall be held at such place within or without the State of Delaware as may be fixed from time to time by the Board of Directors or the Chief Executive Officer, or if not so designated, at the registered office of

CERTIFICATE OF AMENDMENT CERTIFICATE OF INCORPORATION HXT HOLDINGS, INC.

Exhibit 3-a(1) CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF HXT HOLDINGS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 HXT HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 20-2188353 (State of Other Jurisdiction of incorporation or organization) (I.R.S. Employer I.D. No.) Hongchong B

CERTIFICATE OF INCORPORATION CHINA INTERNATIONAL ENTERPRISES CORP.

Exhibit 3-a CERTIFICATE OF INCORPORATION OF CHINA INTERNATIONAL ENTERPRISES CORP. The undersigned, being of legal age, in order to form a corporation under and pursuant to the laws of the State of Delaware, does hereby set forth as follows: FIRST: The name of the corporation is: CHINA INTERNATIONAL ENTERPRISES CORP. SECOND: The address of the initial registered agent and registered office of this

U. S. Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q

U. S. Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2010 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-146796 HXT HOLDINGS, INC. (Name of Registrant in

U. S. Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q

U. S. Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2010 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-146796 HXT HOLDINGS, INC. (Name of Registrant in

U. S. Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q

U. S. Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2009 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-146796 HXT HOLDINGS, INC. (Name of Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: September 30, 2009 or | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-146796 HXT HOLDINGS, INC. (Na

U. S. Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q

U. S. Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2009 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-146796 HXT HOLDINGS, INC. (Name of Registrant in

U. S. Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q

au U. S. Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2009 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-146796 HXT HOLDINGS, INC. (Name of Registrant

PROSPECTUS HXT HOLDINGS, INC. 9,970,000 Shares of Common Stock Offered by Selling Stockholder

Filed Pursuant to Rule 424(b)(3) Registration No. 333-146796 PROSPECTUS HXT HOLDINGS, INC. 9,970,000 Shares of Common Stock Offered by Selling Stockholder This prospectus relates to the distribution by American Wenshen Steel Group, Inc. (?American Wenshen?), to its stockholders of record as of March 31, 2009, of all of the 9,970,000 currently outstanding shares it owns of the common stock of HXT H

HXT HOLDINGS, INC. 100 Wall Street, 15th Floor, New York, New York 10005

HXT HOLDINGS, INC. 100 Wall Street, 15th Floor, New York, New York 10005 212-232-0120 March 23, 2009 BY EDGAR Mr. Michael F. Johnson Mr. Jay Ingram Division of Corporation Finance Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: HXT Holdings, Inc. Registration Statement on Form S-1 File No.: 333-146796 Dear Mr. Johnson and Mr. Ingram: On behalf of HXT Holdings,

HXT HOLDINGS, INC. 100 Wall Street, 15th Floor, New York, New York 10005

HXT HOLDINGS, INC. 100 Wall Street, 15th Floor, New York, New York 10005 212-232-0120 March 13, 2009 Mr. Michael F. Johnson Mr. Jay Ingram Division of Corporation Finance Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: HXT Holdings, Inc. Amendment No. 5 to Registration Statement on Form S-1 Filed on February 11, 2009 File No.: 333-146796 Dear Mr. Johnson and Mr

As filed with the Securities and Exchange Commission on March 13 , 2009 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Amendment No. 6 to Registration Statem

As filed with the Securities and Exchange Commission on March 13 , 2009 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

HXT HOLDINGS, INC. 100 Wall Street, 15th Floor, New York, New York 10005

HXT HOLDINGS, INC. 100 Wall Street, 15th Floor, New York, New York 10005 212-232-0120 February 11, 2009 Mr. Michael F. Johnson Mr. Jay Ingram Division of Corporation Finance Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: HXT Holdings, Inc. Amendment No. 4 to Registration Statement on Form S-1 Filed on January 23, 2009 File No.: 333-146796 Dear Mr. Johnson and

As filed with the Securities and Exchange Commission on February 11, 2009 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Amendment No. 5 to Registration Stat

As filed with the Securities and Exchange Commission on February 11, 2009 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

As filed with the Securities and Exchange Commission on January 23, 2009 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Amendment No. 4 to Registration State

As filed with the Securities and Exchange Commission on January 23, 2009 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

HXT HOLDINGS, INC. 100 Wall Street, 15th Floor, New York, New York 10005

HXT HOLDINGS, INC. 100 Wall Street, 15th Floor, New York, New York 10005 212-232-0120 January 23, 2009 Mr. Michael F. Johnson Mr. Jay Ingram Division of Corporation Finance Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: HXT Holdings, Inc. Amendment No. 3 to Registration Statement on Form S-1 Filed on December 3, 2008 File No.: 333-146796 Dear Mr. Johnson and M

Hengtaifeng Technology Co., Ltd Product Sales Contract Buyer: Jiangsu Qihan Machine Tool Co., Ltd (?The Buyer? hereinafter) Seller: Shenzhen Hengtaifeng Technology Co., Ltd. (?The Seller? hereinafter) Contract No.: SH2007- Q004 Date: April 16, 2007 P

Hengtaifeng Technology Co., Ltd Product Sales Contract Buyer: Jiangsu Qihan Machine Tool Co., Ltd (?The Buyer? hereinafter) Seller: Shenzhen Hengtaifeng Technology Co., Ltd. (?The Seller? hereinafter) Contract No.: SH2007- Q004 Date: April 16, 2007 Product Sales Contract This contract is signed by and between the Buyer and the Seller; whereby the buyer agrees to buy and the seller agrees to sell t

Government Purchase Product Sales Contract

Government Purchase Product Sales Contract This contract is signed by and between Shenzhen Hengtaifeng Technology Co.

GUZOV OFSINK, LLC 600 MADISON AVENUE 14th FLOOR NEW YORK, NEW YORK 10022 TELEPHONE: (212) 371-8008 TELEFAX: (212) 688-7273 December 3, 2008

GUZOV OFSINK, LLC ATTORNEYS-AT-LAW 600 MADISON AVENUE 14th FLOOR NEW YORK, NEW YORK 10022 TELEPHONE: (212) 371-8008 TELEFAX: (212) 688-7273 http://www.

As filed with the Securities and Exchange Commission on December 3, 2008 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Amendment No. 3 to Registration State

As filed with the Securities and Exchange Commission on December 3, 2008 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Bidding Contract

Bidding Contract Seller: Shenzhen Hengtaifeng Technology Co., Ltd. Buyer: Jindezhen Housing Fund Office Jindezhen Housing Fund Office (“The Buyer”) publicly tender for the project of “Minicomputer and Software System Integration of Jingdezhen Fund Management Center”, and Shenzhen Hengtaifeng Technology Co., Ltd. (“The Seller”), according to the assessment of bidding commission, is the bidder, here

Technology Development (Commission) Contract

Contract No.: HTF 2007-CG-T011 Technology Development (Commission) Contract Project: Jinxin Project—Shanxi Credit and Guarantee Informative Platform Second Stage Trustor: Shanxi Mid-Small Enterprise Guarantee Center (“The Client”) Consignee: Shenzhen Hengtaifeng Technology Co., Ltd. (“The Company”) Date: May 21, 2007 Place: Taiyuan City Valid: May 21, 2007 – May 20, 2008 1 Technology Development (

Technology Development (Commission) Contract

Contract No.: HTF 2007-J004 Technology Development (Commission) Contract Project: Maoming Housing Accumulation Fund Management Information System Trustor: Maoming Housing Funding Center (“The Client”) Consignee: Shenzhen Hengtaifeng Technology Co., Ltd. (“The Company”) Date: March 16, 2007 Place: Maoming City Valid: March 16, 2007 -March 16, 2008 1 Technology Development (Commission) Contract Trus

GUZOV OFSINK, LLC 600 MADISON AVENUE 14th FLOOR NEW YORK, NEW YORK 10022 TELEPHONE: (212) 371-8008 TELEFAX: (212) 688-7273

GUZOV OFSINK, LLC ATTORNEYS-AT-LAW 600 MADISON AVENUE 14th FLOOR NEW YORK, NEW YORK 10022 TELEPHONE: (212) 371-8008 TELEFAX: (212) 688-7273 http://www.

As filed with the Securities and Exchange Commission on October 1, 2008 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Amendment No. 2 to Registration Statem

As filed with the Securities and Exchange Commission on October 1, 2008 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

HXT Holdings, Inc. (formerly China International Enterprises Corp.) List of Subsidiaries

Exhibit 21.1 HXT Holdings, Inc. (formerly China International Enterprises Corp.) List of Subsidiaries Name of Subsidiary Jurisdiction Ownership Percentage Heng Xing Technology Group Development Limited (“HXT”) British Virgin Islands 100% Shenzhen Hengtaifeng Technology Co., Ltd. (“HTF”) PRC 100%* * indirectly owned through HXT.

ASSIGNMENT AND ASSUMPTION MANAGEMENT AGREEMENT

Exhibit 10.1 ASSIGNMENT AND ASSUMPTION and MANAGEMENT AGREEMENT This Assignment and Assumption and Management Agreement (this “Agreement) is made and entered into on June 29, 2007, by and among the following parties (each, a “Party” and collectively, the “Parties”): China Software Technology Group Co., Ltd., a Delaware corporation (the “Company”), HXT Holdings, Inc., a Delaware corporation (the “O

CERTIFICATE OF AMENDMENT CERTIFICATE OF INCORPORATION CHINA INTERNATIONAL ENTERPRISES CORP.

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF CHINA INTERNATIONAL ENTERPRISES CORP. CHINA INTERNATIONAL ENTERPRISES CORP., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify that: FIRST: The current name of the corporation is China International Enterprises Corp. (hereinafter referred to as

As filed with the Securities and Exchange Commission on November 12, 2007 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Amendment No 1) HXT HOLDINGS, INC.

As filed with the Securities and Exchange Commission on November 12, 2007 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

BY-LAWS OF CHINA INTERNATIONAL ENTERPRISES CORP. A DELAWARE CORPORATION Dated: January 31, 2005 ARTICLE I MEETINGS OF STOCKHOLDERS

Exhibit 3.2 BY-LAWS OF CHINA INTERNATIONAL ENTERPRISES CORP. A DELAWARE CORPORATION Dated: January 31, 2005 ARTICLE I MEETINGS OF STOCKHOLDERS Section 1. Place of Meetings. All meetings of the stockholders shall be held at such place within or without the State of Delaware as may be fixed from time to time by the Board of Directors or the Chief Executive Officer, or if not so designated, at the re

As filed with the Securities and Exchange Commission on October 18, 2007 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HXT HOLDINGS, INC. (Name of small busin

As filed with the Securities and Exchange Commission on October 18, 2007 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

ASSIGNMENT AND ASSUMPTION MANAGEMENT AGREEMENT

ASSIGNMENT AND ASSUMPTION ASSIGNMENT AND ASSUMPTION and MANAGEMENT AGREEMENT This Assignment and Assumption and Management Agreement (this “Agreement) is made and entered into on June 29, 2007, by and among the following parties (each, a “Party” and collectively, the “Parties”): China Software Technology Group Co.

CERTIFICATE OF AMENDMENT CERTIFICATE OF INCORPORATION CHINA INTERNATIONAL ENTERPRISES CORP.

CERTIFICATE OF AMENDMENT CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF CHINA INTERNATIONAL ENTERPRISES CORP.

HXT Holdings, Inc. (formerly China International Enterprises Corp.) List of Subsidiaries

HXT Holdings, Inc HXT Holdings, Inc. (formerly China International Enterprises Corp.) List of Subsidiaries Name of Subsidiary Jurisdiction Ownership Percentage Heng Xing Technology Group Development Limited (“HXT”) British Virgin Islands 100% Shenzhen Hengtaifeng Technology Co., Ltd. (“HTF”) PRC 100%* * indirectly owned through HXT.

BY-LAWS OF CHINA INTERNATIONAL ENTERPRISES CORP. A DELAWARE CORPORATION Dated: January 31, 2005 ARTICLE I MEETINGS OF STOCKHOLDERS

CONSENT IN WRITING OF THE INCORPORATOR, BY-LAWS OF CHINA INTERNATIONAL ENTERPRISES CORP.

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