<PAGE>
<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 5, 1996.
REGISTRATION NO. 333 - 12861
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 3 TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
U.S.-CHINA INDUSTRIAL EXCHANGE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------
<TABLE>
<S> <C> <C>
NEW YORK 5047 13-3097642
(JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>
7201 WISCONSIN AVENUE,
BETHESDA, MARYLAND 20814
(301) 215-7777
(ADDRESS AND TELEPHONE NUMBER OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
ROBERTA LIPSON, PRESIDENT
U.S.-CHINA INDUSTRIAL EXCHANGE, INC.,
7201 WISCONSIN AVENUE,
BETHESDA, MARYLAND 20814
(301) 215-7777
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
------------------------
COPIES OF COMMUNICATIONS TO:
<TABLE>
<S> <C>
GARY J. SIMON, ESQ. SHELDON E. MISHER, ESQ.
PARKER CHAPIN FLATTAU & KLIMPL, LLP BACHNER, TALLY, POLEVOY & MISHER, LLP
1211 AVENUE OF THE AMERICAS 380 MADISON AVENUE
NEW YORK, NEW YORK 10036 NEW YORK, NEW YORK 10017
(212) 704-6000 (212) 687-7000
</TABLE>
------------------------
APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALE TO PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box. [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]-------
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier registration statement for the same
offering. [ ]-------
If the delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
PROPOSED
MAXIMUM PROPOSED
OFFERING MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES PRICE AGGREGATE REGISTRATION
TO BE REGISTERED AMOUNT TO BE REGISTERED PER UNIT(1) OFFERING PRICE(1) FEE(10)
<S> <C> <C> <C> <C>
Units(2)(3).................................. 11,500 Units $1,000 $11,500,000 $ 3,484.85
Units, each consisting of one share of Common
Stock, $.01 par value per share and one
Class B Warrant(4)......................... 2,990,000 Units $ 6.50 $19,435,000 $ 5,889.39
Common Stock, $.01 par value per share(5).... 5,980,000 Shares $ 8.75 $52,325,000 $ 15,856.06
Unit Purchase Option(6)...................... 1 Option $ .001 $ .001 $ .00
Units(2)(7).................................. 1,000 Units $1,300 $ 1,300,000 $ 393.94
Units, each consisting of one share of Common
Stock, $.01 par value per share and one
Class B Warrant(8)......................... 260,000 Units $ 6.50 $ 1,690,000 $ 512.12
Common Stock, $.01 par value per share(9).... 520,000 Shares $ 8.75 $ 4,550,000 $ 1,378.79
Total Registration Fee.................. $ 27,515.15(11)
</TABLE>
(footnotes on next page)
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
________________________________________________________________________________
<PAGE>
<PAGE>
(footnotes from cover)
(1) Estimated solely for purposes of calculating the registration fee.
(2) Each Unit will consist of a minimum of 160 and a maximum of 260 IPO Units.
Each IPO Unit consists of one share of Common Stock, $.01 par value per
share, one Class A Warrant and one Class B Warrant. Each Class A Warrant
entitles the registered holder thereof to purchase one share of Common
Stock and one Class B Warrant. Each Class B Warrant entitles the registered
holder thereof to purchase one share of Common Stock.
(3) Also includes 1,500 Units subject to the Underwriter's over-allotment
option.
(4) Issuable upon exercise of the Class A Warrants included in the Units to be
sold to the public.
(5) Issuable upon exercise of the Class B Warrants included in both the Units
to be sold to the public and the Class A Warrants underlying such Units.
(6) To be issued to the Underwriter.
(7) Issuable upon exercise of the Underwriter's Unit Purchase Option.
(8) Issuable upon exercise of the Class A Warrants underlying the Units
included in the Underwriter's Unit Purchase Option.
(9) Issuable upon exercise of the Class B Warrants included in both the Units
included in the Unit Purchase Option to be issued to the Underwriter and
the Class A Warrants underlying such Units.
(10) Pursuant to Rule 429 under the Securities Act, this Registration Statement
also relates to and may be used in connection with the securities
previously registered under the Securities Act in connection with the
Company's initial public offering (the 'IPO'), which was consummated in
August 1994, pursuant to Registration Statement No. 33-78446. The
securities covered by such Registration Statement and the related
registration fee previously submitted for such securities include the
following: (i) 1,840,000 shares of Common Stock and Class B Warrants
issuable upon exercise of outstanding Class A Warrants ($4,124.14), (ii)
3,680,000 shares of Common Stock issuable upon exercise of Class B Warrants
that are presently outstanding or issuable upon exercise of outstanding
Class A Warrants ($11,103.45), (iii) 160,000 shares of Common Stock, Class
A Warrants and Class B Warrants issuable upon exercise of the Unit Purchase
Options issued in the IPO, 160,000 shares of Common Stock and Class B
Warrants issuable upon exercise of said Class A Warants and 320,000 shares
of Common Stock issuable upon exercise of all of said Class B Warrants
($1,696.55).
(11) Previously paid.
Pursuant to Rule 416, there are also being registered such additional
shares as may become issuable pursuant to anti-dilution provisions of the
Warrants and the Unit Purchase Option.
<PAGE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 722 of the New York Business Corporation Law ('NYBCL') permits, in
general, a New York corporation to indemnify any person made, or threatened to
be made, a party to an action or proceeding by reason of the fact that he or she
was a director or officer of the corporation, or served another entity in any
capacity at the request of the corporation, against any judgment, fines, amounts
paid in settlement and reasonable expenses, including attorney's fees actually
and necessarily incurred as a result of such action or proceeding, or any appeal
therein, if such person acted in good faith, for a purpose he or she reasonably
believed to be in, or, in the case of service for another entity, not opposed
to, the best interests of the corporation and, in criminal actions or
proceedings, in addition had no reasonable cause to believe that his or her
conduct was unlawful. Section 723 of the NYBCL permits the corporation to pay in
advance of a final disposition of such action or proceeding the expenses
incurred in defending such action or proceeding upon receipt of an undertaking
by or on behalf of the director or officer to repay such amount as, and to the
extent, required by statute. Section 721 of the NYBCL provides that
indemnification and advancement of expenses provisions contained in the NYBCL
shall not be deemed exclusive of any rights to which a director or officer
seeking indemnification or advancement of expense may be entitled, provided no
indemnification may be made on behalf of any director or officer if a judgment
or other final adjudication adverse to the director or officer establishes that
his or her acts were committed in bad faith or were the result of active or
deliberate dishonesty and were material to the cause of action so adjudicated,
or that he or she personally gained in fact a financial profit or other
advantage to which he or she was not legally entitled.
Article Seventh of the Company's Certificate of Incorporation provides, in
general, that the Company may indemnify, to the fullest extent permitted by
applicable law, every person threatened to be made a party to any action, suit
or proceeding by reason of the fact that such person is or was an officer or
director or was serving at the request of the Company as a director, officer,
employee, agent or trustee of another corporation, business, partnership, joint
venture, trust, employee benefit plan, or other enterprise, against expenses,
judgments, fines and amounts paid in settlement in connection with such suit or
proceeding. Article Seventh of the Certificate of Incorporation also provides
that the Company may indemnify and advance expenses to those persons as
authorized by resolutions of a majority of the Board of Directors or
shareholders, agreement, directors' or officers' liability insurance policies,
or any other form of indemnification agreement.
In accordance with that provision of the Certificate of Incorporation, the
Company shall indemnify any officer or director (including officers and
directors serving another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise in any capacity at the Company's
request) made, or threatened to be made, a party to an action or proceeding
(whether civil, criminal, administrative or investigative) by reason of the fact
that he or she was serving in any of those capacities against judgments, fines,
amounts paid in settlement and reasonable expenses (including attorney's fees)
incurred as a result of such action or proceeding. Indemnification would not be
available under Article Seventh of the Certificate of Incorporation if a
judgment or other final adjudication adverse to such director or officer
establishes that (i) his or her acts were committed in bad faith or were the
result of active and deliberate dishonesty and, in either case, were material to
the cause of action so adjudicated, or (ii) he or she personally gained in fact
a financial profit or other advantage to which he or she was not legally
entitled. Article Seventh of the Certificate of Incorporation further stipulates
that the rights granted therein are contractual in nature.
The Underwriting Agreement contains, among other things, provisions whereby
the Underwriter agrees to indemnify the Company, each officer and director of
the Company who has signed the Registration Statement and each person who
controls the Company within the meaning of Section 15 of the Securities Act
against any losses, liabilities, claims or damages arising out of alleged untrue
statements or alleged omissions of material facts with respect to information
furnished to the Company by the Underwriter for use in the Registration
Statement or Prospectus. See Item 28 'Undertakings.'
II-1
<PAGE>
<PAGE>
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
It is estimated that the following expenses will be incurred in connection
with the proposed offering hereunder. All of such expenses will be borne by the
Company.
<TABLE>
<S> <C>
Registration fee -- Securities and Exchange Commission................................................ $ 27,515
NASD filing fee....................................................................................... 9,580
Nasdaq listing expenses............................................................................... 40,000
Transfer Agent and Warrant Agent fees and expenses.................................................... 1,000
Legal fees and expenses............................................................................... 125,000
Accounting fees and expenses.......................................................................... 40,000
Blue sky fees and expenses (including counsel fees)................................................... 12,000
Printing expenses..................................................................................... 60,000
Miscellaneous expenses................................................................................ 4,905
--------
Total............................................................................................ $320,000
--------
--------
</TABLE>
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES
There were no sales of securities of the Company within the past three
years that were not registered pursuant to the Securities Act of 1933, as
amended.
ITEM 27. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following exhibits are filed as part of this Registration Statement:
<TABLE>
<C> <S>
1.1 -- Form of Underwriting Agreement**
1.2 -- Form of IPO Underwriter's Unit Purchase Option (Incorporated by reference to Exhibit 1.2 of the Company's
Registration Statement on Form SB-2 (No. 33-78446) (the 'Registration Statement'))
1.3 -- Form of Underwriter's Unit Purchase Option**
1.4 -- Form of Finder's Unit Purchase Option (Incorporated by reference to Exhibit 1.3 to the Registration
Statement)
3.1 -- Restated Certificate of Incorporation of the Company (Incorporated by reference to Exhibit 3.1 to the
Registration Statement)
3.2 -- By-laws of the Company (Incorporated by reference to Exhibit 3.2 to the Registration Statement)
4.1 -- Form of Warrant Agreement (including forms of Class A and Class B Warrant Certificates) (Incorporated by
reference to Exhibit 4.1 to the Registration Statement)
4.2 -- Form of Amendment to Warrant Agreement**
4.3 -- Form of Specimen Certificate of the Company's Common Stock (Incorporated by reference to Exhibit 4.2 to
the Registration Statement)
4.4 -- Form of Specimen Certificate of Class B Common Stock (Incorporated by reference to Exhibit 4.3 to the
Registration Statement)
4.5 -- Form of Escrow Agreement (Incorporated by reference to Exhibit 4.6 to the Registration Statement)
5.1 -- Opinion of Parker Chapin Flattau & Klimpl, LLP re: legality of securities being registered*
10.1 -- The Company's 1994 Stock Option Plan, as amended (Incorporated by reference to Exhibit 10.1 to the
Registration Statement)
10.2 -- Lease Agreement, dated as of July 1, 1987, between the Company and the Yiqing Hotel, relating to the
Registrant's Beijing, China Facility***`D' (Incorporated by reference to Exhibit 10.2 to the Registration
Statement)
10.3 -- Addendum to Lease Agreement between the Company and the Yiqing Hotel, relating to the Registrant's
Beijing, China Facility***`D' (Incorporated by reference to Exhibit 10.3 to the Registration Statement)
10.4 -- Lease Agreement, dated as of March 1994, between the Registrant and Central Properties Limited
Partnership, relating to the Registrant's Bethesda, Maryland facility (Incorporated by reference to
Exhibit 10.4 to the Registration Statement)
10.5 -- Employment Agreement, dated as of May 1, 1994, between the Registrant and Roberta Lipson (Incorporated by
reference to Exhibit 10.5 to the Registration Statement)
</TABLE>
II-2
<PAGE>
<PAGE>
<TABLE>
<C> <S>
10.6 -- Employment Agreement, dated as of May 1, 1994, between the Registrant and Elyse Beth Silverberg
(Incorporated by reference to Exhibit 10.6 to the Registration Statement)
10.7 -- Employment Agreement, dated as of May 1, 1994, between the Registrant and Lawrence Pemble (Incorporated by
reference to Exhibit 10.7 to the Registration Statement)
10.8 -- Employment Agreement, dated as of May 1, 1994, between the Registrant and Robert C. Goodwin, Jr.
(Incorporated by reference to Exhibit 10.8 to the Registration Statement)
10.9 -- Employment Agreement dated as of September 6, 1994, between the Registrant and Ronald Zilkowski
(Incorporated by reference to Exhibit 10.11 to the Registrant's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1994)
10.10 -- Distribution Agreement dated as of April 29, 1996 between the Registrant and Acuson Corporation**
10.11 -- Agreement for Representation in The People's Republic of China dated as of January 1, 1989 between the
Registrant and VME International Sales AB*** (Incorporated by reference to Exhibit 10.13 to the
Registration Statement)
10.12 -- Lease Agreement between the School of Posts and Telecommunications and the Registrant dated November 8,
1995 (Incorporated by reference to Exhibit 10.14 to the Registrant's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1995)
10.13 -- Sublease Agreement between the Registrant and the Beijing International School dated March 4, 1996
(Incorporated by reference to Exhibit 10.15 to the Registrant's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1995)
10.14 -- Contractual Joint Venture Contract between the Chinese Academy of Medical Sciences, Union Medical &
Pharmaceutical Group, Beijing Union Medical & Pharmaceutical General Corporation and the Registrant, dated
September 27, 1995 (Incorporated by reference to Exhibit 10.16 to the Registrant's Annual Report on Form
10-KSB for the fiscal year ended December 31, 1995)
10.15 -- First Investment Loan Manager Demand Promissory Note dated August 19, 1996 between First National Bank of
Maryland and Chindex, Inc.**
21.1 -- List of subsidiaries (Incorporated by reference to Exhibit 21.1 to the Registrant's Annual Report on Form
10-KSB for the fiscal year ended December 31, 1995)
24.1 -- Consent of Ernst & Young LLP (see page II-6)**
24.3 -- Consent of Parker Chapin Flattau & Klimpl, LLP (included in their opinion filed as Exhibit 5.1)*
</TABLE>
- ------------
* Filed herewith.
** Previously filed.
*** Confidential treatment has been granted for a portion of this Exhibit.
`D' English translation of summary from Chinese original.
II-3
<PAGE>
<PAGE>
ITEM 28. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which it offers or sells securities,
a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the 'Act') may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person of the
Registrant in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
The undersigned Registrant hereby undertakes (i) that for purposes of
determining any liability under the Securities Act of 1933, the information
omitted from the form of prospectus filed as part of this Registration Statement
in reliance upon Rule 430A and contained in a form of prospectus filed by the
Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act
of 1933 shall be deemed to be part of this Registration Statement as of the time
it was declared effective, and (ii) that for purposes of determining any
liability under the Securities Act of 1933, each post-effective amendment that
contains a form of prospectus shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-4
<PAGE>
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form SB-2 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Bethesda, State of Maryland, on this 4th day of
November, 1996.
U.S.-CHINA INDUSTRIAL EXCHANGE, INC.
By *
...................................
ROBERTA LIPSON
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates stated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
- ------------------------------------------ -------------------------------------------- -------------------
<C> <S> <C>
* Chairperson of the Board of Directors, Chief November 4, 1996
......................................... Executive Officer and President (principal
ROBERTA LIPSON executive officer)
* Executive Vice President, Secretary and November 4, 1996
......................................... Director
ELYSE BETH SILVERBERG
/S/ LAWRENCE PEMBLE Executive Vice President Finance and November 4, 1996
......................................... Business Development and Director
LAWRENCE PEMBLE (principal financial and accounting
officer)
/S/ ROBERT C. GOODWIN, JR. Executive Vice President Operations, November 4, 1996
......................................... Treasurer, Assistant Secretary, General
ROBERT C. GOODWIN, JR. Counsel and Director
* Director November 4, 1996
.........................................
MORRIS LIPSON
* Director November 4, 1996
.........................................
A. KENNETH NILSSON
* Director November 4, 1996
.........................................
JULIUS Y. OESTREICHER
- ------------
* By executing his name hereto on November 4, 1996, Lawrence Pemble is signing this document on behalf of the
persons indicated above pursuant to powers of attorney duly executed by such persons and filed with the
Securities and Exchange Commission.
By: /S/ LAWRENCE PEMBLE
.........................................
LAWRENCE PEMBLE
(ATTORNEY-IN-FACT)
</TABLE>
II-5
<PAGE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibits Description Page
- ------- ----------- ----
<S> <C> <C>
1.1 Form of Underwriting Agreement**
1.2 Form of IPO Underwriter's Unit Purchase Option (Incorporated by reference
to Exhibit 1.2 of the Company's Registration Statement on Form SB-2 (No.
33-78446) (the "Registration Statement"))
1.3 Form of Underwriter's Unit Purchase Option**
1.4 Form of Finder's Unit Purchase Option (Incorporated by reference to
Exhibit 1.3 to the Registration Statement)
3.1 Restated Certificate of Incorporation of the Company (Incorporated by
reference to Exhibit 3.1 to the Registration Statement)
3.2 By-laws of the Company (Incorporated by reference to Exhibit 3.2 to the
Registration Statement)
4.1 Form of Warrant Agreement (including forms of Class A and Class B Warrant
Certificates) (Incorporated by reference to Exhibit 4.1 to the
Registration Statement)
4.2 Form of Amendment to Warrant Agreement**
4.3 Form of Specimen Certificate of the Campany's Common Stock (Incorporated
by reference to Exhibit 4.2 to the Registration Statement)
4.4 Form of Specimen Certificate of Class B Common Stock (Incorporated by
reference to Exhibit 4.3 to the Registration Statement)
4.5 Form of Escrow Agreement (Incorporated by reference to Exhibit 4.6 to the
Registration Statement)
5.1 Opinion of Parker Chapin Flattau & Klimpl, LLP re: legality of securities
being registered*
10.1 The Company's 1994 Stock Option Plan, as amended (Incorporated by
reference to Exhibit 10.1 to the Registration Statement)
10.2 Lease Agreement, dated as of July 1, 1987, between the Company and the
Yiqing Hotel, relating to the Registrant's Beijing, China Facility***`D'
(Incorporated by reference to Exhibit 10.2 to the Registration Statement)
10.3 Addendum to Lease Agreement between the Company and the Yiqing Hotel,
relating to the Registrant's Beijing, China Facility***`D' (Incorporated
by reference to Exhibit 10.3 to the Registration Statement)
10.4 Lease Agreement, dated as of March 1994, between the Registrant and
Central Properties Limited Partnership, relating to the Registrant's
Bethesda, Maryland facility (Incorporated by reference to Exhibit 10.4 to
the Registration Statement)
10.5 Employment Agreement, dated as of May 1, 1994, between the Registrant
and Roberta Lipson (Incorporated by reference to Exhibit 10.5 to the
Registration Statement)
10.6 Employment Agreement, dated as of May 1, 1994, between the Registrant and
Elyse Beth Silverberg (Incorporated by reference to Exhibit 10.6 to
the Registration Statement)
10.7 Employment Agreement, dated as of May 1, 1994, between the Registrant and
Lawrence Pemble (Incorporated by reference to Exhibit 10.7 to the
Registration Statement)
10.8 Employment Agreement, dated as of May 1, 1994, between the Registrant and
Robert C. Goodwin, Jr. (Incorporated by reference to Exhibit 10.8 to the
Registration Statement)
10.9 Employment Agreement dated as of September 6, 1994, between the
Registrant and Ronald Zilkowski (Incorporated by reference to Exhibit
10.11 to the Registrant's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1994)
10.10 Distribution Agreement dated as of April 29, 1996 between the Registrant
and Acuson Corporation**
10.11 Agreement for Representation in The People's Republic of China dated
as of January 1, 1989 between the Registrant and VME International Sales
AB*** (Incorporated by reference to Exhibit 10.13 to the Registration
Statement)
10.12 Lease Agreement between the School of Posts and Telecommunications and
the Registrant dated November 8, 1995 (Incorporated by reference to
Exhibit 10.14 to the Registrant's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1995)
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Exhibits Description Page
- ------- ----------- ----
<S> <C> <C>
10.13 Sublease Agreement between the Registrant and the Beijing International
School dated March 4, 1996 (Incorporated by reference to Exhibit 1O.15 to
the Registrant's Annual Report on Form 10-KSB for the fiscal year ended
December 31, l995)
10.14 Contractual Joint Venture Contract between the Chinese Academy of Medical
Sciences, Union Medical & Pharmaceutical Group, Beijing, Union Medical &
Pharmaceutical General Corporation and the Registrant, dated September 27,
1995 (Incorporated by reference to Exhibit 10.16 to the Registrant's
Annual Report on Form 10-KSB for the fiscal year ended December 31, 1995)
1O.15 First Investment Loan Manager Demand Promissory Note dated August 19,
1996 between First National Bank of Maryland and Chindex, Inc.**
21.1 List of subsidiaries (Incorporated by reference to Exhibit 21.1 to the
Registrant's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1995)
24.1 Consent of Ernst & Young LLP (see page II-6)**
24.3 Consent of Parker Chapin Flattau & Klimpl, LLP (included in their opinion
filed as Exhibit 5.1)*
</TABLE>
- ------------
* Filed herewith.
** Previously filed.
*** Confidential treatment has been granted for a portion of this Exhibit.
`D' English translation of summary from Chinese original.
STATEMENT OF DIFFERENCES
------------------------
The dagger symbol shall be expressed as `D'
<PAGE>
<PAGE>
November 4, 1996
U.S.-China Industrial Exchange, Inc.
7201 Wisconsin Avenue
Bethesda, Maryland 20814
Re: U.S.-China Industrial Exchange, Inc.
------------------------------------
Ladies and Gentlemen:
We have acted as counsel to U.S.-China Industrial Exchange, Inc. (the
"Company") in connection with its filing of a registration statement on Form
SB-2 (File No. 333-12861, the "Registration Statement") covering (i) 11,500
Units, including 1,500 Units subject to an over-allotment option, each Unit
consisting of a minimum of 160 and a maximum of 260 units (the "IPO Units"),
each IPO Unit consisting of one share of Common Stock, $.01 par value ("Common
Stock"), one redeemable Class A Warrant ("Class A Warrant") and one redeemable
Class B Warrant ("Class B Warrant"), with each Class A Warrant entitling the
holder to purchase one share of Common Stock and one Class B Warrant and each
Class B Warrant entitling the holder to purchase one share of Common Stock, and
(ii) an option (the "Unit Purchase Option") to the underwriter described in the
Registration Statement to purchase 1,000 additional Units, all as more
particularly described in the Registration Statement.
In our capacity as counsel to the Company, we have examined the
Company's Restated Certificate of Incorporation and By-laws, as amended to date,
and the minutes and other corporate proceedings of the Company.
With respect to factual matters, we have relied upon statements and
certificates of officers of the Company. We have also reviewed such other
matters of law and examined and relied upon such other documents, records and
certificates as we have deemed relevant hereto. In all such examinations we have
assumed conformity with the original documents of all documents submitted to us
as conformed or photostatic copies, the authenticity of all documents submitted
to us as originals and the genuineness of all signatures on all documents
submitted to us.
<PAGE>
<PAGE>
U.S.-China Industrial Exchange, Inc.
November 4, 1996
Page 2
On the basis of the foregoing, we are of the opinion that:
(i) the shares of Common Stock included in the IPO Units covered
by the Registration Statement have been validly authorized and will,
when sold and paid for as contemplated by the Registration Statement, be
legally issued, fully paid and non-assessable, subject to the provisions
of Section 630 of the New York Business Corporation Law;
(ii) the Class A Warrants and Class B Warrants included in the
IPO Units covered by the Registration Statement, the Class B Warrants
issuable upon exercise of such Class A Warrants, the Class A Warrants
and Class B Warrants issuable upon exercise of the Unit Purchase Option
and the Class B Warrants issuable upon exercise of such Class A Warrants
will, when sold and paid for as contemplated by the Registration
Statement, constitute legal, valid and binding obligations of the
Company; and
(iii) the shares of Common Stock issuable upon exercise of the
foregoing Class A Warrants and Class B Warrants and the Unit Purchase
Option will, upon issuance and payment in accordance with the terms of
the Class A Warrants, Class B Warrants and Unit Purchase Option, be
legally issued, fully paid and non-assessable, subject to the provisions
of Section 630 of the New York Business Corporation Law.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference made to us under the caption "Legal
Matters" in the prospectus constituting part of the Registration Statement.
Very truly yours,
/s/ Parker Chapin Flattau & Klimpl, LLP
PARKER CHAPIN FLATTAU & KLIMPL, LLP
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