<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
-------
INTEGRATED TRANSPORTATION NETWORK GROUP INC.
--------------------------------------------------------------------------
(Name of Registrant)
COMMON STOCK, $.01 Par Value
-----------------------------------------------------------
(Title of Class of Securities)
45814H103
-----------------------------------------------------------------
(CUSIP Number)
Andrew Lee, President
Integrated Transportation Network Group Inc.
205 West 39th Street, 16th Floor,
---------------------------------
New York, New York 10018 Telephone: (212) 840-8866
--------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
August 19, 1998(1)
-------------------------------------------------------
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
*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.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(1) The Common Stock of the Registrant became registered under Section 12 of the
Securities Exchange Act of 1933 upon filing of Form 8-A on August 19, 1998.
<PAGE> 2
- --------------------------------- -------------------------
CUSIP NO. 45814H103 Page 2 of 9
- --------------------------------- -------------------------
SCHEDULE 13D
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WU ZHI JIAN
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
PEOPLE'S REPUBLIC OF CHINA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
2,599,817
NUMBER OF -------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 544,452
OWNED BY -------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,599,817
PERSON -------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
544,452
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,144,269
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN [ ]
ROW (11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE> 3
- --------------------------------- -------------------------
CUSIP NO. 45814H103 Page 3 of 9
- --------------------------------- -------------------------
This statement relates to (1) the ownership of Common Stock, $.01 par value
per share (the "Common Stock"), by the Reporting person, (2) the ownership of an
immediately exerciseable warrant to purchase 70,789 shares of common stock (the
"Warrant") and (3) the ownership of an option to purchase 500,000 shares of
common stock (the "Option") of which Option the option to purchase 166,667
shares has or will vest within 60 days.
ITEM 1. SECURITY AND REGISTRANT.
- ------- ------------------------
This Schedule 13D relates to the shares of Common Stock of the Registrant.
The principal executive offices of the Registrant are located at 205 West 39th
Street, New York, NY 10018.
ITEM 2. IDENTITY AND BACKGROUND.
- ------- ------------------------
(a) NAME: This statement is being filed by the Reporting Person, Wu Zhi
Jian, an individual.
(b) RESIDENCE OR BUSINESS ADDRESS: The principal place of business of the
Reporting Person is located at 7/F, Business Bldg. No. 1 Suncang, Bao'an North
Road, Shenzhen City, People's Republic of China.
(c) PRINCIPAL OCCUPATION OR EMPLOYMENT: The Reporting Person has been the
chairman of the board and director of the Registrant since February 1997. The
Reporting Person is the chairman and founder of Shenzhen Zhenghua Group Co.
Ltd., which is a diversified group of companies. Shenzhen Jinzhenghua Transport
Industrial Development Co., Ltd. was an affiliate of Shenzhen Zhenghua Group Co.
Ltd. and is now a 92%-owned subsidiary of the Registrant (operating the only
operating businesses of the Registrant).
(d) CRIMINAL PROCEEDINGS: During the last five years, the Reporting Person
has not been convicted in a criminal proceeding (excluding traffic violations or
other similar misdemeanors).
(e) OTHER PROCEEDINGS: During the last five years, the Reporting Person
has not been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and, has not and is not subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f) CITIZENSHIP: The Reporting Person is a citizen of the People's
Republic of China.
<PAGE> 4
- --------------------------------- -------------------------
CUSIP NO. 45814H103 Page 4 of 9
- --------------------------------- -------------------------
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
- ------- --------------------------------------------------
REORGANIZATION AND SHARE EXCHANGE. The Reporting Person became a
stockholder of the Registrant pursuant to an acquisition, reorganization and
share exchange more fully described in Item 4. As a result of the share exchange
the Reporting Person was issued 1,890,435 shares of Registrant's Common Stock,
the Reporting Person's wife was issued 240,158 shares, the Reporting Person's
mother was issued 300,198 shares, and the Reporting Person's father was issued
4,096 shares (the "Exchange Shares"). The Reporting Person exchanged shares of
Dawson Science Corporation in consideration of the issuance of the Exchange
Shares. The Reporting Person did not pay any additional consideration for the
Exchanged Shares.
SATISFACTION OF DEBT. On December 11, 1998, the Reporting Person was issued
471, 926 shares of Registrant's Common Stock in cancellation of certain
indebtedness of Registrant's operating subsidiary (the "Debt Satisfaction
Shares"). In connection with the issuance of Debt Satisfaction Shares,
Registrant issued to the Reporting Person an immediately exerciseable warrant to
purchase 70,789 shares of Registrant's Common Stock at a purchase price of U.S.
$2.00 per share (the "Warrant Shares").
OPTION GRANT. On January 1, 1999, the Registrant granted (i) the Reporting
Person an option to purchase 500,000 (the "Option Shares") in connection with
the Reporting Person's service as an officer and director of the Registrant
pursuant to the Registrant's 1999 Combination Stock Option Plan. The Option
vests in three equal installments, on January 1, 1999, July 1, 1999 and
January 1, 2000 respectively.
The Option Agreement and the Warrant provide that the consideration for the
Common Stock purchased upon exercise of such instruments shall be payable in
immediately available funds. It is anticipated that any funds used to purchase
Option Shares and the Warrant Shares will be personal funds of the Reporting
Person.
ITEM 4. PURPOSE OF TRANSACTION.
- ------ -----------------------
REORGANIZATION AND SHARE EXCHANGE. The Reporting Person became a
stockholder of the Registrant pursuant to an acquisition, reorganization and
share exchange. On March 19, 1997, Jinzhenghua Transport Industrial Development
Co. Ltd. ("Jinzhenghua Transport") became a 92%-owned subsidiary of Dawson
Science Corporation ("Dawson"). In connection with the transaction pursuant to
which Dawson acquired Jinzhenghua Transport, the prior owners of Jinzhenghua
Transport (including the Reporting Person) received, in exchange for their
interests in Junzhenghua Transport, an aggregate of 10,000,000 shares of common
stock, par value $.001 per share, of Dawson ("Dawson Common Stock"), and
2,100,000 shares of convertible preferred stock, par value $.001 per share
("Dawson Preferred Stock"), of Dawson. The 2,100,000 shares of Dawson Preferred
Stock were subsequently converted into an aggregate of 10,500,000 shares of
Dawson Common Stock.
Later in 1997, the new management of Dawson, after consulting with counsel
and accountants, concluded that it would be in the best interest of Dawson's
shareholders to reorganize Dawson in order to provide shareholders with shares
in a new Delaware corporation, the Registrant, that would own Jinzhenghua
Transport. Dawson's board of directors and shareholders, on June 25 and June 29,
1998, respectively, approved a plan of reorganization that provided for the
distribution to Dawson's shareholders of all the outstanding shares of Common
Stock, of the Registrant on or about June 30, 1998. In connection,
<PAGE> 5
- --------------------------------- -------------------------
CUSIP NO. 45814H103 Page 5 of 9
- --------------------------------- -------------------------
therewith, each holder of record shares of Dawson Common Stock at the close of
business on June 30, 1998 received, for each four shares of Dawson Common Stock,
one share of Registrant's Common Stock. In lieu of issuing a fractional share to
a holder, the Registrant rounded the number of shares issued to a holder to the
next higher number of shares, or, at the Registrant's option, paid the holder an
amount in cash equal to the product of that fraction and 400% of the average low
bid prices of a share of Dawson Common Stock on the 20 trading days immediately
preceding the distribution. Immediately before the distribution to Dawson's
shareholders, Dawson transferred to the Registrant all its assets, including all
its interest in Junzhenghua Transport, and the Registrant assumed, and agreed to
pay, perform and discharge, and indemnify and hold Dawson harmless from and
against, all Dawson's disclosed liabilities and obligations. Promptly following
the distribution to Dawson's shareholders, Dawson wound-up its affairs and
dissolved.
As a result of these transactions, the Reporting Person became a
shareholder of the Company.
SATISFACTION OF DEBT. On December 11, 1998, the Reporting Person was issued
471,926 shares of Registrant's Common Stock in cancellation of certain
indebtedness of Registrant's operating subsidiary (the "Debt Satisfaction
Shares"). In connection with the issuance of the Debt Satisfaction Shares,
Registrant issued to the Reporting Person an immediately exerciseable warrant to
purchase 70,789 shares of Registrant's Common Stock at a purchase price of U.S.
$2.00 per share (the "Warrant Shares").
OPTION GRANT. On January 1, 1999, the Registrant granted (i) the
Reporting Person an option to purchase 500,000 shares (the "Option Shares") in
connection with the Reporting Person's service as an officer and director of
the Registrant pursuant to the Registrant's 1999 Combination Stock Option Plan.
The Option vests in three equal installments, on January 1, 1999, July 1, 1999
and January 1, 2000 respectively.
OTHER TRANSACTIONS.
-------------------
Other than as described above, the Reporting Persons has no current plans
or proposals which relate to or would result in:
(a) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(b) a sale or transfer of material amount of assets of the Issuer or any
of its subsidiaries;
(c) any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(d) any material change in the present capitalization or dividend policy
of the Issuer;
(e) any other material change in the Issuer's business or corporate
structure;
(f) changes in the Issuer's charter, by-laws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person;
<PAGE> 6
- --------------------------------- -------------------------
CUSIP NO. 45814H103 Page 6 of 9
- --------------------------------- -------------------------
(g) causing a class of securities of the Issuer to be de-listed from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(h) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(i) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE REGISTRANT.
- ------- -----------------------------------------
(a) NUMBER OF SECURITIES BENEFICIALLY OWNED. The Reporting Person
beneficially owns or has or will have the right to purchase within sixty (60)
days an aggregate of 3,144,269 shares of Common Stock, representing
approximately 31.9% of the outstanding Common Stock as of January 14, 1999 after
giving effect to the exercise of the Option and Warrant.
The Reporting Person (i) directly owns 1,890,435 shares of Common Stock,
and (ii) indirectly beneficially owns 240,158 shares of Common Stock owned by
his wife, 300,198 shares of Common Stock owned by his mother and 4,096 shares of
Common Stock owned by his father, representing an aggregate of 2,906,813. These
2,906,813 shares of Common Stock represent approximately 29.5 % of the issued
Common Stock as of January 14, 1999
Pursuant to the Option Agreement, the Reporting Person currently has the
right to acquire up 166,667 shares of Common Stock, representing approximately
1.7% of the outstanding Common Stock as of January 14, 1999, after giving effect
to the exercise of the Option and the Warrant. Option Shares equal to an
additional 333,333 shares of Common Stock were issued to the Reporting Person
pursuant to the Option Agreement, but will not vest within sixty (60) days
Pursuant to the Warrant, the Reporting Person has the right to acquire up
to 70,789 shares of Common Stock, representing approximately 0.7% of the
outstanding Common Stock as of January 14, 1999, after giving effect to the
exercise of the Option. The Option Shares and the Warrant Shares, together,
represent approximately 2.4% of the outstanding Common Stock as of January 14,
1999, after giving effect to the exercise of the Option and the Warrant. The
Reporting Person may be deemed to be the beneficial owner of the Common Stock
subject to the Option and the Warrant but disclaims such beneficial ownership.
(b) VOTING AND DISPOSITIVE POWER. The Reporting Person has sole voting and
dispositive power over the Common Stock directly owned by him. The Reporting
Person has shared voting and dispositive power over the Common Stock indirectly
held by him.
The Reporting Person currently has no right to vote or dispose of the
Option Shares or the Warrant Shares. The Reporting Person will not acquire the
right to vote or dispose of the Option Shares or the Warrant Shares until such
time as it exercises the Option or the Warrant. Only one third of the Option is
not currently exercisable and one half of the remainder of the Option will
become exerciseable on each of July 1, 1999 and January 1, 1999. The Warrant is
currently exercisable. The Reporting Person has sole dispositive power as to the
Option and the Warrant and will acquire sole voting and dispositive power as to
the underlying Common Stock only upon exercise of the Option and the Warrant.
<PAGE> 7
- --------------------------------- -------------------------
CUSIP NO. 45814H103 Page 7 of 9
- --------------------------------- -------------------------
(c) RECENT TRANSACTIONS. Other than as described herein, the Reporting
Person has no knowledge of any other transaction involving securities of the
Registrant effected within the past 60 days.
(d) OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Not
Applicable.
(e) DATE ON WHICH REPORTING PERSON CEASED TO BE BENEFICIAL OWNER OF MORE
THAN FIVE PERCENT OF THE CLASS OF SECURITIES. Not Applicable.
<PAGE> 8
- --------------------------------- -------------------------
CUSIP NO. 45814H103 Page 8 of 9
- --------------------------------- -------------------------
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
- ------- ---------------------------------------------------------------------
TO SECURITIES OF THE REGISTRANT.
--------------------------------
Except as set forth in this Schedule 13D, there are no contracts,
arrangements, understandings, or relationships (legal or otherwise) between the
Reporting Person and any person, with respect to any securities of the
Registrant.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
- ------- ---------------------------------
Exhibit 1 The Agreement and Plan of Reorganization (relating to the
reorganization described in Item 4). **
Exhibit 2 Stock Option Agreement dated January 1, 1999 between Registrant
and Reporting Person.***
Exhibit 3 Common Stock Warrant dated December 11, 1998 issued by
Registrant.***
- --------------------------
** Incorporated by reference from Exhibits 2.1 from the amendment to Form
S-1 Registration Statement (File no. 333-47879) dated June 28, 1998
filed with the Securities and Exchange Commission by the Registrant.
*** Filed herewith.
<PAGE> 9
- --------------------------------- -------------------------
CUSIP NO. 45814H103 Page 9 of 9
- --------------------------------- -------------------------
SCHEDULE 13D - SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
2/2/99
----------------------------
(Date)
/s/ Wu Zhi Jian
------------------------------
Wu Zhi Jian
<PAGE> 1
EXHIBIT 2
INTEGRATED TRANSPORTATION NETWORK GROUP INC.
--------------------------------------------
INCENTIVE STOCK OPTION AGREEMENT
--------------------------------
(Wu Zhi Jian)
-------------
Incentive Stock Option Agreement (the "Option") made effective as of the
1st day of January 1999 between Integrated Transportation Network Group Inc., a
Delaware corporation (the "Corporation"), and Wu Zhi Jian (the "Recipient"), an
employee of the Corporation, a Parent or a Subsidiary, pursuant to the
Corporation's 1999 Stock Option Plan, as it may be amended from time to time
(the "1999 Plan").
W I T N E S S E T H:
-------------------
WHEREAS, on January 1, 1999, the Corporation adopted the 1999 Plan which
provides, for the issuance of stock options including stock options intended to
qualify as "incentive stock options", as defined in Section 422 of the Internal
Revenue Code of 1986, as amended (The "Code"), and
WHEREAS, the Corporation and the Recipient desire to enter into an
agreement whereby the Corporation will grant the Recipient an option to purchase
shares of the Common Stock, $.01 par value, of the Corporation (the "Stock"),
and this Option is intended to qualify as an incentive stock option;
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Corporation and the Recipient
agree as follows:
1. GRANT OF OPTION.
Pursuant to the terms and conditions of the 1999 Plan and this Option, the
Corporation hereby grants to the Recipient an Option to purchase, as provided in
Section 3 hereof, all or any part of a total of 500,000 shares of Stock (the
"Option Shares").
2. PURCHASE PRICE.
The price at which the Option Shares may be purchased shall be US$2.00 per
share (the "Option Exercise Price"). This price is not less than the Fair Market
Value of the Stock on the date of this Option.
3. EXERCISE OF OPTION.
Subject to the provisions of Section 4 and the right of the Corporation to
accelerate the date upon which any or all of this Option becomes exercisable,
the Recipient shall be entitled to exercise this Option in three equal
installments with one-third vesting immediately, one-third vesting on the six
month anniversary hereof, and one-third vesting on the one year anniversary
hereof. Notwithstanding any provision of this Option to the contrary, in no
event may this Option be exercised after 5 years from the date of this Option
(the "Expiration Date").
4. TERMINATION OF EMPLOYMENT.
If the Recipient ceases to be employed by the Corporation, a Parent, or a
Subsidiary (a "Termination"), then this Option may be exercised as to all shares
with respect to which Recipient could exercise this Option on
<PAGE> 2
the date of Termination, and which shares have not been previously purchased,
until the earlier of the Expiration Date, or:
(i) in the case of Termination by reason of death or Permanent and
Total Disability, one year after termination of employment;
(ii) in the case of any other Termination, other than termination
for cause, three months after the termination of employment.
Notwithstanding the foregoing, in the case of Termination for cause, the ability
to exercise this Option may be terminated on such earlier date as the
Corporation may specify, and such date may be set so as to prevent the Recipient
from further exercising any portion of this Option.
5. NONTRANSFERABILITY; PERSONS ABLE TO EXERCISE.
The Option may not be transferred other than by will or the laws
of descent and distribution. During the life of the Recipient, only the
Recipient may exercise this Option. If the Recipient dies while still employed
by the Corporation, or the periods specified in Section 4, this Option may be
exercised by his executors, administrators, legatees or distributees, provided
that such person or persons comply with the provisions of this Option applicable
to the Recipient.
6. METHOD OF EXERCISING OPTION.
The Option may be exercised, in whole or in part, by written
notice to the Corporation, containing an executed Notice of Exercise in the form
of ATTACHMENT A, provided that the Corporation, in its discretion, may modify or
augment these requirements as provided in Section 9 of this Option, or where
appropriate because a person other than the Recipient is exercising the Option
pursuant to Section 5. The written notice specified in this Section must be
accompanied by payment of the Option Exercise Price for the shares being
purchased. Payment shall be made in cash, unless the Corporation authorizes
payment to be made in shares of the Corporation, or other property, or some
combination thereof, as determined and valued by the Corporation in its sole
discretion. As soon as practical after receipt of this notice and payment, the
Corporation shall deliver a certificate or certificates representing the
purchased shares registered in the name of the person or persons exercising this
Option. In the event this Option is exercised by any person other than the
Recipient, the notice shall be accompanied by appropriate proof of the right of
such person to exercise this Option. All shares purchased upon the exercise of
this Option and payment of the full Option Exercise Price will be fully paid and
nonassessable.
7. STOCK ADJUSTMENTS.
If there shall be any change in the Stock through merger,
consolidation, reorganization, recapitalization, or other change in the
corporate structure of the Corporation, appropriate adjustments in the total
number and kind of shares subject to this Option, consistent with the
requirements of the Code to insure that this Option will qualify as an Incentive
Stock Option, shall be made by the Corporation as provided in the 1999 Plan.
Such adjustments may include the elimination of any fractional shares that might
otherwise be subject to this Option.
8. NO RIGHTS OTHER THAN THOSE EXPRESSLY CREATED.
Neither this Option nor any action taken hereunder shall be
construed as (i) giving the Recipient any right to be retained in the employ of,
or continue to be affiliated with, the Corporation, (ii) giving the Recipient
any equity or interest of any kind in any assets of the Corporation, or (iii)
creating a trust of any kind or
<PAGE> 3
a fiduciary relationship of any kind between the Recipient and the Corporation.
As to any claim for any unpaid amounts under this Option, any person having a
claim for payments shall be unsecured creditor. The Recipient shall not have any
of the rights of a stockholder with respect to any Option Shares until such time
as this Option has been exercised and Option Shares have been issued.
9. COMPLIANCE WITH LAWS.
(a) WITHHOLDING OF TAXES. Pursuant to applicable federal, state,
local or foreign laws, the Corporation may be required to collect or withhold
income or other taxes from Recipient upon the grant of this Option, the exercise
of this Option, or at some other time. The Corporation may require, as a
condition to the exercise of this Option, or demand, at such other time as it
may consider appropriate, that the Recipient pay the Corporation the amount of
any taxes which the Corporation may determine is required to be collected or
withheld, and the Recipient shall comply with the requirement or demand of the
Corporation.
(b) SECURITIES LAW COMPLIANCE. Upon exercise (or partial
exercise) of this Option, the Recipient shall make such representations and
furnish such information as may, in the opinion of counsel for the Corporation,
be appropriate to permit the Corporation to issue or transfer the Option Shares
in compliance with the provisions of applicable federal or state securities
laws. The Corporation, in its discretion, may postpone the issuance and delivery
of Option Shares upon any exercise of this Option until completion of such
registration or other qualification of such shares under any federal or state
laws, or stock exchange listing, as the Corporation may consider appropriate.
The Corporation may require that prior to the issuance or transfer of Option
Shares upon exercise of this Option, the Recipient enter into a written
agreement to comply with any restrictions on subsequent disposition that the
Corporation deems necessary or advisable under any applicable federal and state
securities laws. Certificates of Stock issued hereunder may bear a legend
reflecting such restrictions.
(c) GENERAL. No Option Shares shall be issued upon exercise of
this Option unless and until the Corporation is satisfied, in its sole
discretion, that there has been compliance with all legal requirements
applicable to the issuance of such Option Shares.
10. MISCELLANEOUS.
(a) PROVISIONS OF THE PLAN. This Option is expressly subject to
all of the terms and conditions contained in this Option and in the 1999 Plan,
except those terms and conditions which are expressly applicable only to options
which are not "1999 Plan ISOs", and the 1999 Plan is hereby incorporated herein
by reference. All capitalized terms not defined in this Option have the meanings
specified in the 1999 Plan.
(b) DISCRETION OF THE COMMITTEE. Unless otherwise explicitly
provided herein, the Committee, as defined in the Plan, shall make all
determinations required to be made hereunder, including determinations required
to be made by the Corporation, and shall interpret all provisions of this
Option, as it deems necessary or desirable, in its sole and unfettered
discretion. Such determinations and interpretations shall be binding and
conclusive to the Corporation and the Recipient. The Committee, in its sole
discretion, is authorized (i) to convert the unexercised portion of this Option
to an option which is not an incentive stock option by written notice to the
Recipient, and (ii) to accelerate the time at which this Option may be
exercised.
(c) $100,000 LIMITATION. As provided in Section IV(d) of the
Plan, if the aggregate Fair Market Value of Common Stock with respect to which
Corporation ISOs (determined without regard to Section IV(d) of the Plan) are
exercisable for the first time by the Recipient during any calendar year exceeds
$100,000, a portion of such Corporation ISOs (which may include this Option)
shall be treated as options which are not Incentive Stock Options. For purposes
of this limitation, (i) options shall be taken into account in the order
granted, and (ii) the Committee may designate that portion of any Corporation
ISO (including this Option) that shall be treated as
<PAGE> 4
not an Incentive Stock Option if the provisions of this paragraph apply to a
portion of any option, unless another treatment is required by the Code or
regulations of the Internal Revenue Service. The foregoing designation may be
made at such time as the Committee considers appropriate, including after the
issuance of this Option or at the time of its exercise. For the purpose of this
section, Fair Market Value shall be determined as of the time the option with
respect to such stock is granted.
(d) LIMITATIONS ON DISPOSITION OF OPTION SHARES. It is
understood and intended that this Stock Option shall qualify as an "Incentive
Stock Option" as defined in Section 422 of the Code. Accordingly, the Recipient
understands that in order to obtain the benefits of an Incentive Stock Option
under Section 421 of the Code, no sale or other disposition may be made of any
Option Shares within one year after the day after the transfer of such Option
Shares to the Recipient, nor within two years after the grant of the Stock
Option. If the Recipient intends to dispose, or does dispose of any such Option
Shares within said periods (whether by sale, exchange, gift, transfer or
otherwise, including, if authorized by the Corporation, paying the exercise
price of a Stock Option by transfer of Option Shares), then Recipient will
notify the Corporation in writing within ten days after such disposition.
(e) RESERVATION OF SHARES. During the term of this Option, the
Corporation shall at all times reserve and keep available shares of Stock
sufficient to satisfy the requirements of this Option.
(f) AMENDMENT. This Option may only be modified or amended by a
writing signed by both parties.
(g) NOTICES. Any notices required to be given under this Option
shall be sufficient if in writing and if hand-delivered or if sent by first
class mail and addressed as follows:
if to the Corporation:
Integrated Transportation Network Group Inc.
205 West 39th Street, 16th Floor
New York, New York 10018
if to the Recipient:
-----------------------
-----------------------
-----------------------
or to such other address as either party may designate under the provisions
hereof.
(g) SUCCESSORS AND ASSIGNS. The rights and obligations of the
Corporation under this Option shall inure to the benefit of and be binding upon
the successors and assigns of the Corporation.
(h) APPLICABLE LAW. All rights and obligations under this Option
shall be governed by the laws of the State of Delaware.
(i) PARAGRAPH HEADINGS. The paragraph headings used in this
Option are for convenience or reference, and are not to be construed as part of
this Option.
<PAGE> 5
IN WITNESS WHEREOF, the parties have executed this Option as an
instrument under seal effective as of the date written on the first page of this
Option.
INTEGRATED TRANSPORTATION NETWORK GROUP INC.
By: /s/ Andrew Lee
---------------------
Andrew Lee, President
/s/ Wu Zhi Jian
---------------------
Name: Wu Zhi Jian
<PAGE> 6
ATTACHMENT A
------------
NOTICE OF EXERCISE
[Recipient's Address]
Integrated Transportation Network Group Inc.
205 West 39th Street, 16th Floor
New York, New York 10018
Attention: Treasurer
- --------- ---------
Gentlemen:
Pursuant to our Incentive Stock Option Agreement dated as of
, 1999, I hereby elect to exercise this Stock Option to the
- --------------- --
extent indicated:
x =
- --------------------- --------------------- -----------------------
Number of Shares Option Exercise Price Total Option Exercise
Which I Elect to Purchase Per Share Price
Enclosed with this letter is full payment of the total price of the
shares described above in the following form:
(1) a check in the amount of $ payable to the order of
------------
the Corporation; and/or
[METHOD 2, BELOW, MUST BE AUTHORIZED IN ADVANCE BY THE
CORPORATION]
(2) shares of Stock of the Corporation properly endorsed and
having a fair market value equal to $ . Include if
appropriate: These shares [were/were not] acquired by exercise
of an incentive stock option, and are now being disposed of
within one year after the transfer of such Stock to me, or
within two years after the grant of the Stock Option by which
I acquired such Stock. I understand that if I am transferring
shares of Stock that were acquired by exercise of an incentive
stock option within the time periods specified in the
preceding sentence, then such transferred Stock will not be
eligible for treatment as an "incentive stock option" pursuant
to Section 422 of the Internal Revenue Code of 1986, as
amended.
Kindly issue a certificate or certificates to me representing the
shares which I am acquiring by this exercise, and deliver it to the address
provided above.
Very truly yours,
<PAGE> 1
EXHIBIT 3
NEITHER THIS WARRANT NOR THE SHARES OF STOCK ISSUABLE UPON EXERCISE
HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR STATE SECURITIES LAWS. NO SALE, TRANSFER OR OTHER
DISPOSITION OF THIS WARRANT OR SAID SHARES MAY BE EFFECTED WITHOUT (i)
AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO UNDER APPLICABLE
STATE SECURITIES LAWS, OR (ii) AN EXEMPTION FROM REGISTRATION UNDER SUCH
LAWS IS AVAILABLE.
WARRANT NO. A-1 STOCK PURCHASE WARRANT NO. OF SHARES 70,789
- --------------- --------------------
To Subscribe for and Purchase Common Stock of
INTEGRATED TRANSPORTATION NETWORK GROUP INC.
THIS CERTIFIES that, for value received, WU ZHI JIAN (together with any
subsequent transferees of all or any portion of this Warrant, the "Holder"), is
entitled, upon the terms and subject to the conditions hereinafter set forth, to
subscribe for and purchase from INTEGRATED TRANSPORTATION NETWORK GROUP INC., a
Delaware corporation (hereinafter called the "Company"), at the price
hereinafter set forth in Section 2, up to 70,789 fully paid and non-assessable
shares (the "Shares") of the Company's Common Stock, $.01 par value per share
(the "Common Stock").
1. DEFINITIONS. As used herein the following term shall have the
following meaning:
"ACT" means the Securities Act of 1933, as amended, or a successor statute
thereto and the rules and regulations of the Securities and Exchange Commission
issued under that Act, as they each may, from time to time, be in effect.
2. PURCHASE RIGHTS. The purchase rights represented by this Warrant shall
be exercisable by the Holder in whole or in part commencing December 11, 1998.
The purchase rights represented by this Warrant shall expire five (5) years from
the date hereof. This Warrant may be exercised for Shares at a price of two
United States dollars (US$2.00) per share, subject to adjustment as provided in
Section 6 (the "Warrant Purchase Price").
3. EXERCISE OF WARRANT. Subject to Section 2 above, the purchase rights
represented by this Warrant may be exercised, in whole or in part and from time
to time, by the surrender of this Warrant and the duly executed Notice of
Exercise (the form of which is attached as Exhibit A) at the principal office of
the Company and by the payment to the Company, by check, of an amount equal to
the then applicable Warrant Purchase Price per share multiplied by the number of
Shares then being purchased. Upon exercise, the Holder shall be entitled to
receive, within a reasonable time, a certificate or certificates, issued in the
Holder's name or in such name or names as the Holder may direct, for the number
of Shares so purchased. The Shares so purchased shall be deemed to be issued as
of the close of business on the date on which this Warrant shall have been
exercised.
4. SHARES TO BE ISSUED; RESERVATION OF SHARES. The Company covenants that
the Shares that may be issued upon the exercise of the purchase rights
represented by this Warrant will, upon issuance in accordance herewith, be fully
paid and non-assessable, and free from all liens and charges with respect to the
issue thereof. During the period within which the purchase rights represented by
the Warrant may be exercised, the Company will at all times have authorized and
reserved, for the purpose of issuance upon
<PAGE> 2
exercise of the purchase rights represented by this Warrant, a sufficient number
of shares of its Common Stock to provide for the exercise of the right
represented by this Warrant.
5. NO FRACTIONAL SHARES. No fractional shares shall be issued upon the
exercise of this Warrant. In lieu thereof, a cash payment shall be made equal to
such fraction multiplied by the fair market value of such shares of Common
Stock, as determined in good faith by the Company's Board of Directors.
6. ADJUSTMENTS OF WARRANT PURCHASE PRICE AND NUMBER OF SHARES. If there
shall be any change in the Common Stock of the Company through merger,
consolidation, reorganization, recapitalization, stock dividend, stock split or
other change in the corporate structure of the Company, appropriate adjustments
shall be made by the Board of Directors of the Company (or if the Company is not
the surviving corporation in any such transaction, the Board of Directors of the
surviving corporation) in the aggregate number and kind of shares subject to
this Warrant, and the number and kind of shares and the price per share then
applicable to shares covered by the unexercised portion of this Warrant.
7. NO RIGHTS AS SHAREHOLDERS. This Warrant does not entitle the Holder to
any voting rights or other rights as a shareholder of the Company prior to
exercise of this Warrant and the payment for the Shares so purchased.
Notwithstanding the foregoing, the Company agrees to transmit to the Holder such
information, documents and reports as are generally distributed to holders of
the capital stock of the Company concurrently with the distribution thereof to
the shareholders. Upon valid exercise of this Warrant and payment for the Shares
so purchased in accordance with the terms of the Warrant, the Holder or the
Holder's designee, as the case may be, shall be deemed a shareholder of the
Company.
8. SALE OR TRANSFER OF THE WARRANT AND THE SHARES; LEGEND. The Warrant
and the Shares shall not be sold or transferred unless either (i) they first
shall have been registered under applicable State Securities laws, or (ii) such
sale or transfer is exempt from the registration requirements of such laws. Each
certificate representing any Warrant shall bear the legend set out on page 1
hereof. Each certificate representing any Shares shall bear a legend
substantially in the following form, as appropriate:
THE SHARES EVIDENCED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT
WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION
THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT RELATED THERETO UNDER APPLICABLE
STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION UNDER APPLICABLE
STATE SECURITIES LAWS.
The Warrant and Shares may be subject to additional restrictions on
transfer imposed under applicable state and federal securities law.
9. MODIFICATIONS AND WAIVERS. This Warrant may not be changed, waived,
discharged or terminated except by an instrument in writing signed by the party
against which enforcement of the same is sought.
10. NOTICES. Any notice, request or other document required or permitted
to be given or delivered to the Holder or the Company shall be delivered, or
shall be sent by certified or registered mail, postage prepaid, to the Holder at
its address shown on the books of the Company or in the case of the Company, at
the address indicated therefor on the signature page of this Warrant, or, if
different, at the principal office of the Company.
<PAGE> 3
11. LOSS, THEFT, DESTRUCTION OR MUTILATION OF WARRANT. The Company
covenants with the Holder that upon its receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant or any stock certificate and, in the case of any such loss, theft
or destruction, of an indemnity or security reasonably satisfactory to it, and
upon reimbursement to the Company of all reasonable expenses incidental thereto,
and upon surrender and cancellation of this Warrant or stock certificate, if
mutilated, the Company will make and deliver a new Warrant or stock certificate,
of like tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant or
stock certificate.
12. BINDING EFFECT ON SUCCESSORS. This Warrant shall be binding upon any
corporation succeeding the Company by merger, consolidation or acquisition of
all or substantially all of the Company's assets, and all of the obligations of
the Company relating to the Shares issuable upon exercise of this Warrant shall
survive the exercise and termination of this Warrant and all of the covenants
and agreements of the Company shall inure to the benefit of the successors and
assigns of the Holder.
13. GOVERNING LAW. This Warrant shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the laws of
the State of New York.
IN WITNESS WHEREOF, INTEGRATED TRANSPORTATION NETWORK GROUP INC. has
caused this Warrant to be executed by its officer thereunto duly authorized.
ORIGINAL ISSUANCE AS OF: December 11, 1998
INTEGRATED TRANSPORTATION NETWORK GROUP INC.
/s/ Andrew Lee
---------------------
By: Andrew Lee, President
Address: Integrated Transportation Network Group Inc.
205 West 39th St., 16th Floor
New York, NY 10018
<PAGE> 4
EXHIBIT A
NOTICE OF EXERCISE
To: INTEGRATED TRANSPORTATION NETWORK GROUP INC.
1. The undersigned hereby elects to purchase shares of Common
---------
Stock of INTEGRATED TRANSPORTATION NETWORK GROUP INC. pursuant to the terms of
the attached Warrant, and tenders herewith payment of the purchase price of such
shares in full.
2. Please issue a certificate or certificates representing said shares in
the name of the undersigned or in such other name or names as are specified
below.
3. The undersigned represents that the aforesaid shares of Common Stock
are being acquired for the account of the undersigned for investment and not
with a view to, or for resale in connection with, the distribution thereof and
that the undersigned has no present intention of distributing or reselling such
shares. The undersigned further represents that such shares shall not be sold or
transferred unless either (i) they first shall have been registered under
applicable state securities laws or (ii) or an exemption from applicable state
registration requirements is available.
4. In the event of partial exercise, please re-issue an appropriate
Warrant exercisable into the remaining shares.
-------------------------------
Name:
Address:
-----------------------
-----------------------
-----------------------
-------------------------------
(Signature)
-------------------------------
(Date)
