Form SC 13D Chen Bo

Schedule filed to report acquisition of beneficial ownership of more than 5% of a class of equity securities

What is Form SC 13D?
  • Accession No.: 0001144204-06-024058 Act: 34 File No.: 005-81745 Film No.: 06892698
  • CIK: 0001364867
  • Submitted: 2006-06-08

SC 13D TXT

v045077_sc13d.txt

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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13D
                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                                (AMENDMENT NO. )*

                        Supreme Realty Investments, Inc.
--------------------------------------------------------------------------------
                                (Name of Issuer)

                                  COMMON STOCK
--------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    868636200
--------------------------------------------------------------------------------
                                 (CUSIP Number)

                                     Bo Chen
                  No. 5A, Zuanshi Ge, Fuqiang Yi Tian Ming Yuan
                                   Fu Tian Qu
                            Shenzhen City, P.R. China
--------------------------------------------------------------------------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                  May 25, 2006
--------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. |_|

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

* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the 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).

<PAGE>

PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE
NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL
NUMBER.

CUSIP No. 868636200

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1    NAME OF REPORTING PERSON
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY).

     Bo Chen
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2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
     (a)  |_|
     (b)  |_|
--------------------------------------------------------------------------------
3    SEC USE ONLY


--------------------------------------------------------------------------------
4    SOURCE OF FUNDS (SEE INSTRUCTIONS)

     PF
--------------------------------------------------------------------------------
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) OR 2(e)                                   |_|


--------------------------------------------------------------------------------
6    CITIZENSHIP OR PLACE OF ORGANIZATION

     China
--------------------------------------------------------------------------------
               7    SOLE VOTING POWER

                    8,250,000 shares of Common Stock
               -----------------------------------------------------------------
  NUMBER OF    8    SHARED VOTING POWER
   SHARES
BENEFICIALLY        0
  OWNED BY     -----------------------------------------------------------------
    EACH       9    SOLE DISPOSITIVE POWER
  REPORTING
   PERSON           8,250,000 Shares of Common Stock
    WITH       -----------------------------------------------------------------
               10   SHARED DISPOSITIVE POWER

                    0
--------------------------------------------------------------------------------
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     8,250,000
--------------------------------------------------------------------------------
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
     (SEE INSTRUCTIONS)                                                     |_|


--------------------------------------------------------------------------------
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     12.2%
--------------------------------------------------------------------------------
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     IN
--------------------------------------------------------------------------------

                                       ii

<PAGE>

ITEM 1. SECURITY AND ISSUER

      The class of equity securities to which this Schedule 13D relates is the
common stock of Supreme Realty Investments, Inc., a Nevada corporation (the
"Issuer"). The principal executive offices of the Issuer are located at No. 5A,
Zuanshi Ge, Fuqiang Yi Tian Ming Yuan, Fu Tian Qu, Shenzhen City, P.R. China.

ITEM 2. IDENTITY AND BACKGROUND

      This Schedule 13D is being filed on behalf of Bo Chen (the "Reporting
Person"). The address of Mr. Chen is No. 5A, Zuanshi Ge, Fuqiang Yi Tian Ming
Yuan, Fu Tian Qu, Shenzhen City, P.R. China. Mr. Chen, a citizen of China is a
business consultant.

      During the last five years, the Reporting Person has not been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors),
nor is the Reporting Person a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or a finding
of violation of any such laws.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

      Mr. Chen purchased 8,250,000 shares of common stock of the Issuer in
exchange for a promissory note in the amount of $135,000 and $15,000 of his
personal funds.

ITEM 4. PURPOSE OF TRANSACTION

      On May 4, 2006, the Issuer entered into a Subscription Agreement with 10
different investors (collectively referred to herein as "Investors"). Pursuant
to the terms of the Subscription Agreement, the Registrant issued and sold
55,000,000 shares of its common stock to the Investors in a private placement
exempt from the registration requirements of Section 5 of the Securities Act of
1933. The Issuer sold the shares at a price of $0.0182 per share, for aggregate
offering consideration of $1,000,000. The transaction closed on May 25, 2006.
There are no material relationships between the Issuer or its affiliates and the
Investors, other than in respect of the Subscription Agreement.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

      (a) 8,250,000 shares of common stock of the Issuer (constituting 12.22% of
the Issuer's issued and outstanding common stock), acquired on May 25, 2006
pursuant to the Subscription Agreement.

      (b) Mr. Chen has the sole power to vote or to direct the vote and the
power to dispose or to direct the disposition of, the 8,250,000 shares of common
stock of the Issuer that he owns.

      (c) Transactions in the securities effected during the past sixty days:
None, other than the transactions described in Item 4 of this Schedule 13D.

      (d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
securities beneficially owned by Bo Chen.

                                       iii

<PAGE>

      (e) The date on which the Reporting Person ceased to be beneficial owners
of more than five percent of the class of securities: Not applicable.

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

      See Item 4 of this Schedule 13D for a description of the contracts and
arrangements between Bo Chen and others with respect to the common stock of the
Issuer.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Exhibit A - Subscription Agreement




                                       iv

<PAGE>

SIGNATURES

      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.


                                                            /s/ Bo Chen
                                                            -----------
                                                            Bo Chen
Date: 6-7-06



                                        v

<PAGE>

                                                                       EXHIBIT A



                             SUBSCRIPTION AGREEMENT

                                  BY AND AMONG

                        SUPREME REALTY INVESTMENTS, INC.

                                       AND

                       THE INVESTORS LISTED ON SCHEDULE 1



                             Dated as of May 4, 2006






                                       vi

<PAGE>

THE SECURITIES OFFERED BY THIS SUBSCRIPTION AGREEMENT HAVE NOT BEEN REGISTERED
WITH OR APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION, NOR HAS SUCH COMMISSION OR ANY STATE SECURITIES BUREAU, COMMISSION
OR OTHER REGULATORY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THIS
OFFERING OR THE ACCURACY OR ADEQUACY OF THIS SUBSCRIPTION AGREEMENT.
ACCORDINGLY, YOU MAY NOT OFFER OR SELL THE OFFERED SECURITIES IN THE UNITED
STATES OR TO U.S. PERSONS (AS SUCH TERM IS DEFINED IN RULE 902(K) PROMULGATED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")) IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR
EVIDENCE ACCEPTABLE TO US AND OUR COUNSEL, WHICH MAY INCLUDE AN OPINION OF
COUNSEL, THAT REGISTRATION IS NOT REQUIRED. HEDGING TRANSACTIONS INVOLVING THE
OFFERED SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES
ACT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


THIS SUBSCRIPTION AGREEMENT MAY NOT BE SHOWN OR GIVEN TO ANY PERSON OTHER THAN
THE PERSON WHOSE NAME APPEARS ON SCHEDULE 1 AND MAY NOT BE PRINTED OR REPRODUCED
IN ANY MANNER WHATSOEVER. FAILURE TO COMPLY WITH THIS DIRECTIVE CAN RESULT IN A
VIOLATION OF THE SECURITIES ACT. ANY FURTHER DISTRIBUTION OR REPRODUCTION OF
THIS SUBSCRIPTION AGREEMENT IN WHOLE OR IN PART, OR THE DIVULGENCE OF ANY OF ITS
CONTENTS BY AN OFFEREE, IS UNAUTHORIZED. BY ACCEPTING THIS SUBSCRIPTION
AGREEMENT, YOU EXPRESSLY AGREE TO COMPLY WITH THESE AND THE OTHER RESTRICTIONS
CONTAINED HEREIN.

                                       vii

<PAGE>

                                LIST OF EXHIBITS


         EXHIBIT A         Accredited Investor Questionnaire

         EXHIBIT B         Promissory Note

         EXHIBIT C         Stock Power




                                        i

<PAGE>

                             SUBSCRIPTION AGREEMENT

      THIS SUBSCRIPTION AGREEMENT (this "Agreement") is made and entered into as
of May 4, 2006 by and among Supreme Realty Investments, Inc., a Nevada
corporation (the "Company"), and the investors named on Schedule 1 attached
hereto (each such investor is referred to herein as an "Investor" and
collectively as the "Investors"). Certain terms used and not otherwise defined
in the text of this Agreement are defined in Article 7 of this Agreement.

                                   WITNESSETH

      WHEREAS, the Company desires to issue and to sell to the Investors, and
the Investors desire to purchase from the Company, an aggregate of fifty five
million (55,000,000) shares of Common Stock at an average per share purchase
price of $0.0182, for an aggregate purchase price of one million dollars
($1,000,000), all in accordance with the terms and provisions of this Agreement.

      NOW, THEREFORE, in consideration of the foregoing and the mutual
representations, warranties and covenants herein contained, the parties hereto
hereby agree as follows:


                                    ARTICLE I
                           AUTHORIZATION OF SECURITIES

            1.1 Authorization of Securities. Prior to the Closing Date, the
Company's Board of Directors shall have taken all action necessary to authorize
the issuance and sale of 55,000,000 shares of its Common Stock (the
"Securities") to the Investors.

                                   ARTICLE II
                       SALE AND PURCHASE OF THE SECURITIES

      Subject to the terms and conditions set forth in this Agreement, each
Investor hereby subscribes for and agrees to acquire from the Company at the
Closing, and the Company hereby agrees that it shall issue to each Investor at
the Closing, free and clear of any Encumbrances, the number of shares of Common
Stock set forth opposite such Investor's name on Schedule 1 hereto against
payment of the purchase price (the "Purchase Price") set forth on Schedule 1
hereto. Each Investor acknowledges that the Securities acquired hereunder are
subject to restrictions on transfer under both the federal securities laws of
the U.S. and applicable state securities laws in the U.S., and the terms of this
Agreement and the Promissory Note.

                                   ARTICLE III
                                     CLOSING

            3.1 Closing. The closing of the sale to, and purchase by, the
Investors of the Securities (the "Closing") shall occur at the offices of
Berkman, Henoch, Peterson & Peddy, P.C., legal counsel to the Company, in Garden
City, New York, or at such other location or by such other means as the parties
hereto may agree, on the date hereof or at such other time and place as the
parties hereto may agree (the "Closing Date"). In the event that such date is
not a Business Day, the Closing Date shall be deemed to be the first Business
Day following such date.

                                       2
<PAGE>

            3.2 Deliveries by the Company.

            (a) At the Closing, the Company shall deliver to the Escrow Agent
one or more certificates evidencing the number of Securities to be purchased by
such Investor at the Closing, each of which shall be registered in such
Investor's name or its designee, and each Investor shall deliver to the Company
the executed Promissory Note and Stock Power, and the Purchase Price as per
Section 3.1 below by wire transfer to the Company.

            3.3 Deliveries by the Investors. At the Closing, each Investor shall
deliver to the Company:

            (a) Ten Percent (10%) of the Purchase Price payable by wire transfer
of immediately available funds to an account that the Company designated in
writing to each Investor prior to the Closing Date or such other funds as the
Company may accept;

            (b) An executed Promissory Note in the form annexed hereto as
Exhibit B, for the payment of the remaining ninety percent (90%) of the Purchase
Price when the Registration Statement covering the Securities is declared
effective by the SEC;

            (c) An executed Stock Power in the form annexed hereto as Exhibit C.

            (d) Such other documents as are required to be delivered by the
Investor to the Company or that are, in the opinion of legal counsel to the
Company, necessary or advisable for the completion of the transaction.

            3.4 Other Deliveries. At the Closing, the Company and the Investors
will deliver such duly executed Transaction Documents as are required to be
executed by the parties hereunder or thereunder.

            3.5 Escrow. The parties agree that Berkman, Henoch, Peterson &
Peddy, P.C. shall be appointed to serve as Escrow Agent under this Agreement to
hold the Securities. The Escrow Agent shall hold the Securities in escrow
pursuant to the terms of this Agreement and the Promissory Note. The Escrow
Agent shall release the Securities to each Investor promptly upon notification
from the Company that such Investor has complied with the terms of the
Promissory Note. In the event the Registration Statement has not been declared
effective on or prior to the one year anniversary of the date of this Agreement
(i) the Company shall return to each Investor the payment each Investor made to
the Company pursuant to Section 3.1 herein, and (ii) the Escrow Agent shall
return the Securities to the Company for cancellation. Should any party attempt
to change this Agreement in a manner which, in the Escrow Agent's discretion,
shall be undesirable, the Escrow Agent may resign as Escrow Agent by notifying
the Company and the Investors in writing. The Escrow Agent shall be reimbursed
by the Company and the Investors for any reasonable expenses incurred in the
event there is a conflict between the parties and the Escrow Agent shall deem it
necessary to retain counsel. The Escrow Agent shall not be liable for any action
taken or omitted by it in good faith in accordance with the advice of the Escrow
Agent's counsel; and in no event shall the Escrow Agent be liable or responsible
except for the Escrow Agent's own gross negligence or willful misconduct. The
Escrow Agent has no liability hereunder to either party other than to hold the
Securities and funds and to deliver them under the terms hereof. Each party
hereto agrees to indemnify and hold harmless the Escrow Agent from and with
respect to any suits, claims, actions or liabilities arising in any way out of
this transaction including the obligation to defend any legal action brought
which in any way arises out of or is related to this Escrow. The parties
acknowledge that Berkman, Henoch, Peterson & Peddy, P.C. is counsel to the
Company, and the Investors waive any claim for conflict of interest which may
arise.

                                       3
<PAGE>

                                   ARTICLE IV
           REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE INVESTORS

            Each Investor acknowledges that this Agreement is made with the
Company in reliance upon Investor's representation to the Company. Each
Investor, severally as to itself and not jointly, represents and warrants to and
agrees with the Company as follows:

            4.1 Regulation S Representations and Warranties.

            (a) US Person. Investor represents that it is not an "U.S. Person"
as that term is defined in Rule 902(k) of Regulation S promulgated under the
Securities Act, that the Investor resides outside of the United States, and that
the Investor has accurately completed the accredited investor questionnaire set
forth as Exhibit A attached hereto.

            (b)Dealer; Distributor. Investor represents that it is not a
distributor or dealer as such term is defined in Section 2(a)(12) of the
Securities Act, or a person receiving a selling concession, fee or other
remuneration in connection with the Securities.

            (c) Resale Limitations. Investor understands that the Securities
have not been, and will not upon issuance be, registered under the Securities
Act of 1933, as amended (the "Securities Act"), and further understands that the
Securities are "restricted securities" as such term is defined in Rule 144
promulgated under the Act and may be resold without registration under the Act
and the applicable rules and regulations under the Act, only in very limited
circumstances. In this connection, Investor represents that it is familiar with
the terms and provisions of Regulation S (including Rule 903 and Rule 904
promulgated under the Securities Act) and Rule 144 promulgated under the
Securities Act, as presently in effect, and understands the resale limitations
imposed thereby and by the Securities Act. Investor further agrees that all
offers and sales of the Securities prior to the expiration of the one year
distribution compliance period shall be made in accordance with the terms and
provisions of the Securities Act including without limitation Rules 144, 903 and
904 promulgated under the Securities Act, pursuant to a registration of the
Securities under the Securities Act, or pursuant to an available exemption from
the registration requirements of the Securities Act.

            (d) Hedging Transactions. Investor agrees not to engage in hedging
transactions with regard to the Securities prior to the expiration of the
one-year distribution compliance period.

            (e) Restrictive Legends. Investor further understands that the
certificates evidencing the Securities shall bear one or more of the following
legends:

            "These securities have not been registered under the Securities Act
            of 1933, as amended (the "Act"). They may not be sold, offered for
            sale, pledged or hypothecated in the absence of a registration
            statement in effect with respect to the securities under the Act
            unless an opinion of counsel to the Company is delivered to the
            effect that such registration is not required or that the securities
            are being sold pursuant to Rule 144 of the Act and therefore this
            legend should be removed."

                                       4
<PAGE>

            "Transfer of these securities is prohibited except in accordance
            with the provisions of Regulation S promulgated under the Securities
            Act of 1933, as amended (the "Act"), pursuant to registration under
            the Act, or pursuant to an available exemption from registration.
            Hedging transactions involving these securities may not be conducted
            unless in compliance with the Act."

            "These securities are subject to the provisions of that certain
            Subscription Agreement and Promissory Note between the Company and
            the original holder hereof, and may not be sold, offered for sale,
            pledged or hypothecated unless permitted under such documents."

            Any legend required by the securities laws of any applicable
            jurisdictions.

            (f) Acquisition for Own Account. Investor hereby confirms that the
Securities will be acquired for investment for Investor's own account, not as a
nominee or agent and not with a view to the resale or distribution of any part
thereof, not for the benefit or the account of a U.S. Person, and that Investor
does not have any present intention of selling, granting any participation in or
otherwise distributing any such Securities. Investor further represents that
Investor does not have any contract, undertaking, agreement or arrangement with
any person to sell, transfer, encumber, pledge, hypothecate or grant
participations to such person or to any third person, with respect to any of the
Securities.

            (g) No Public Review/ No Soliciting Materials. Investor understands
that no federal or state agency has recommended or endorsed the purchase of the
Securities or passed on the adequacy or accuracy of the information set forth in
this Agreement. Investor acknowledges that it has not seen, received, been
presented with, or been solicited by any leaflet, public promotional meeting,
newspaper or magazine article or advertisement, radio or television
advertisement, or any other form of advertising or general solicitation with
respect to the sale of the Securities.

            4.2 General Representations and Warranties.

            (a) Organization. If Investor is an entity, Investor is validly
existing and in good standing under the laws of its jurisdiction of
organization, and has all requisite power and authority to enter into this
Agreement and consummate the transactions contemplated hereby.

            (b) Validity. The execution, delivery and performance of this
Agreement, and the other documents and instruments referred to herein, in each
case to which Investor is a party, and the consummation of the transactions
contemplated hereby, have been duly authorized by all necessary action on the
part of Investor. This Agreement and each other Transaction Document have been
duly and validly executed and delivered by Investor and assuming their due
authorization, execution and delivery by the Company constitute a valid and
binding obligation of Investor, enforceable against it in accordance with the
terms of each Transaction Document, subject to bankruptcy, insolvency,
reorganization, fraudulent transfer, moratorium and other similar laws now or
hereafter in effect relating to or affecting creditors' rights generally and the
rights of creditors of insurance companies generally.

            (c) Disclosure of Information. Investor acknowledges that it has
received or has had the opportunity to review all the information it considers
necessary or appropriate for deciding whether to purchase the Securities.
Investor further represents that it has had an opportunity to ask questions and
receive answers from the Company regarding the terms and conditions of the
offering of the Securities and the business, properties, prospects and financial
condition of the Company. Investor further acknowledges that it has been advised
to carefully review the Company's filings with the U.S. Securities and Exchange
Commission. Investor is aware of the Company's current limited operations,
"shell company" status, and financial condition and is making this investment on
an "AS IS, WHERE IS" basis.

                                       5
<PAGE>

            (d) Investment Experience. Investor is an investor in securities of
companies in the development stage and acknowledges that it is able to fend for
itself, can bear the economic risk of its investment and has such knowledge and
experience in financial or business matters such that it is capable of
evaluating the merits and risks of the investment in the Securities. If the
Investor is an entity, Investor represents that it has not been organized for
the purpose of acquiring the Securities.

            (e) Acknowledgment of Risk. Investor understands the risks involved
in investing in the Company and represents that it can bear the full loss of its
investment in the Company.

            (f) Tax Consequences. Investor is aware that there can be no
assurance regarding the federal, state or local tax consequences of an
investment in the Company, nor can there be any assurance that the Code or the
regulations promulgated thereunder or other applicable laws and regulations will
not be amended at some future time in such manner as to deprive the Company and
its stockholders of any tax benefits that might be received. In making this
investment, Investor is relying upon the advice of its personal tax advisor with
respect to the tax aspects of an investment in the Company and not on the
Company or any agent thereof.

            (g) Tax Allocation. Investor understands that taxable income and
gain allocated to the Investor by the Company and the tax on the portion thereof
allocated to the Investor for any year may exceed the cash distributions from
the Company to the Investor and, if so, the Investor will have to look to
sources other than distributions from the Company to pay such tax.

            (h) Brokers. There is no broker, investment banker, financial
advisor, finder or other Person which has been retained by or is authorized to
act on behalf of Investor who might be entitled to any fee or commission for
which the Company will be liable in connection with the execution of this
Agreement.

            (i) Reverse Stock Split. Investor acknowledges that it is aware of,
and consents to, ten for one reverse stock split of its Common Stock the Board
of Directors of the Company is presently contemplating, which will be effective
after the closing of the transactions contemplated by this Agreement.

                                    ARTICLE V
            REPRESENTATIONS, WARRANTIES AND COVENANTS BY THE COMPANY

            The Company represents and warrants to and agrees with each Investor
as follows:

            5.1 Limitation. The Company makes no representations or warranties
other than the representations and warranties contained in this Agreement.

                                       6
<PAGE>

            5.2 Due Issuance and Authorization of Capital Stock. All of the
outstanding shares of capital stock of the Company have been validly issued and
are fully paid and nonassessable. No shares of capital stock of the Company are
subject to any lien, claim, judgment, charge, mortgage, security interest,
pledge, escrow equity or other encumbrance of any kind (including any agreement
to give any of the foregoing, any conditional sale or other title retention
agreement, and any lease in the nature thereof) and any option, trust or other
preferential arrangement having the practical effect of any of the foregoing
(collectively, "Encumbrances") and the sale and delivery of the Securities to
the Investor pursuant to the terms hereof will vest in the Investor legal and
valid title to such Securities free and clear of all Encumbrances.

            5.3 Organization. The Company is a corporation validly existing and
in good standing under the laws of the State of Nevada.

            5.4 Authorization; Enforcement. The Company has all requisite
corporate power and has taken all necessary corporate action required for the
due authorization, execution, delivery and performance by the Company of this
Agreement and the consummation of the transactions contemplated hereby
(including, without limitation, the issuance of the Securities).

            5.5 Issuance of Shares. Upon issuance against payment of the
Purchase Price, the Securities will be duly authorized, validly issued, fully
paid and non-assessable, and such Securities will be free from all taxes, liens,
claims and Encumbrances, and will not impose personal liability upon the holder
thereof.

            5.6 Registration. The Company will use its best efforts to promptly
file with the SEC a Registration Statement registering the Securities for
resale.

                                   ARTICLE VI
                                  RISK FACTORS

THIS OFFERING INVOLVES AN EXTREMELY HIGH DEGREE OF RISK. IT IS POSSIBLE THAT
EACH INVESTOR MAY LOSE HIS ENTIRE INVESTMENT IN THE COMPANY. THERE CAN BE NO
ASSURANCE THAT AN ADEQUATE MARKET WILL DEVELOP IN THE SECURITIES OF THE COMPANY
NECESSARY TO SELL THE SECURITIES. THE SECURITIES ARE SUBJECT TO SUBSTANTIAL
RESTRICTIONS ON TRANSFER THAT MAY MAKE IT DIFFICULT FOR INVESTORS TO LIQUIDATE
THEIR INVESTMENT IN THE COMPANY. THESE RISK FACTORS ARE NOT, AND ARE NOT MEANT
TO BE, COMPLETE. INVESTORS SHOULD CAREFULLY CONSIDER ALL RISKS ASSOCIATED WITH
THE INVESTMENT, AND SHOULD CAREFULLY REVIEW THE COMPANY'S FILINGS WITH THE
SECURITIES AND EXCHANGE COMMISSION.

                                   ARTICLE VII
                                   DEFINITIONS

            7.1 Definitions. Unless the context otherwise requires, the terms
defined in this Section 7.1 shall have the meanings specified for all purposes
of this Agreement.

      Except as otherwise expressly provided, all accounting terms used in this
Agreement, whether or not defined in this Section 7.1, shall be construed in
accordance with United States generally accepted accounting principles.

      "Affiliate" of any Person means any other Person which directly, or
indirectly through one or more intermediaries, controls, or is controlled by, or
is under common control with, such Person. The term "control" (including the
terms "controlled by" and "under common control with") as used with respect to
any Person means the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of such Person, whether
through the ownership of voting securities, by contract or otherwise.

                                       7
<PAGE>

      "Agreement" means this Subscription Agreement.

      "Business Day" means a day other than a Saturday, Sunday or day on which
banking institutions in Los Angeles, California are authorized or required to
remain closed.

      "By-Laws" shall mean the By-Laws of the Company as in effect on the
Closing Date and as hereafter from time to time amended, modified, supplemented
or restated.

      "Common Stock" means the shares of the Company's common stock with a par
value of $0.001 per share authorized in, and designated as, "Common Stock" in
the Company's Articles of Incorporation.

      "Closing" has the meaning assigned to it in Section 3.1 hereof.

      "Closing Date" has the meaning assigned to it in Section 3.1 hereof.

      "Code" means the Internal Revenue Code of 1986, as amended.

      "Encumbrances" has the meaning assigned to it in Section 5.2 hereof.

      "Escrow Agent" shall mean Berkman, Henoch, Peterson & Peddy, P.C.

      "Indemnification Period" shall have the meaning set forth in Section 8.3.

      "Indemnified Party" shall have the meaning set forth in Section 8.3.

      "Indemnifying Party" shall have the meaning set forth in Section 8.3.

      "Investor" has the meaning set forth in the recitals.

      "Losses" shall have the meaning set forth in Section 8.3.

      "Person" means any individual, sole proprietorship, partnership, limited
liability company, joint venture, trust, incorporated organization, association,
corporation, institution, public benefit corporation, government (whether
federal, state, country, city, municipal or otherwise, including, without
limitation, any instrumentality, division, agency, body or department thereof)
or other entity.

      "Purchase Price" has the meaning assigned it in Section 2.1 hereof.

      "Registration Statement" shall mean the registration statement to be filed
by the Company with the SEC under the Securities Act for the resale of the
Securities by the Investors.

      "SEC" means the Securities and Exchange Commission.

      "Securities" shall have the meaning assigned to such term in Section 1.1
hereof.

      "Securities Act" or "Act" means the Securities Act of 1933, as amended.

      "Third Party Claimant" shall have the meaning set forth in Section 8.3.

            "Transaction Documents" shall mean this Agreement and all other
documents as are required to be delivered by the Investor to the Company
pursuant to this Agreement.

      "U.S." means the United States of America.

                                       8
<PAGE>

                                  ARTICLE VIII
                                  MISCELLANEOUS

            8.1 Waivers and Amendments. Upon the approval of the Company, and
the written consent of the each of the Investors (a) the obligations of the
Company, and the rights of an Investor under this Agreement may be waived
(either generally or in a particular instance, either retroactively or
prospectively and either for a specified period of time or indefinitely), and
(b) the Company, may enter into a supplemental agreement for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement, or of any supplemental agreement or modifying in
any manner the rights and obligations hereunder or thereunder of the Investors
and the Company; provided, however, that without each Investor's written
consent, no such amendment or waiver shall affect adversely such Investor's
rights hereunder in a discriminatory manner inconsistent with its adverse
effects on rights of other Investors hereunder (other than as reflected by the
different number of shares held by such Investors).

            The foregoing notwithstanding, no such waiver or supplemental
agreement shall affect any of the rights of any holder of a security created by
any subsequent amendments to the Articles of Incorporation or by the Nevada
General Corporation Law without compliance with all applicable provisions of the
Articles of Incorporation as may be amended and the Nevada General Corporation
Law.

            Neither this Agreement, nor any provision hereof, may be changed,
waived, discharged or terminated orally or by course of dealing, but only by a
statement in writing signed by the party against which enforcement of the
change, waiver, discharge or termination is sought, except to the extent
provided in this Section.

            8.2 Notices. All notices, requests, consents and other
communications required or permitted hereunder shall be in writing and shall be
hand delivered or mailed postage prepaid by registered or certified mail or
transmitted by facsimile transmission (with immediate telephonic confirmation
thereafter),

                  (a)   If to an Investor, to the respective addresses set forth
                        on the counterpart signature pages of this Agreement
                        signed by such Investor:

        or        (b)     If to the Company:
                          No. 5A, Zuanshi Ge, Fuqiang Yi Tian Ming Yuan,
                          Fu Tian Qu, Shenzhen City, P.R. China
                          Facsimile No.: (310) 441 1883

or at such other address as the Company or an Investor each may specify by
written notice to the others, and each such notice, request, consent and other
communication shall for all purposes of the Agreement be treated as being
effective or having been given when delivered if delivered personally, upon
receipt of facsimile confirmation if transmitted by facsimile, or, if sent by
mail, at the earlier of its receipt or 72 hours after the same has been
deposited in a regularly maintained receptacle for the deposit of United States
mail, addressed and postage prepaid as aforesaid.


            8.3 Indemnification of the Company.

            (a) Each Investor, severally as to itself and not jointly, hereby
indemnifies the Company against and agrees to hold the Company harmless from any
and all Losses arising out of any misrepresentation or breach of any
representation, warranty or covenant by such Investor pursuant to this
Agreement.

                                       9
<PAGE>

            (b) Claims Notice. In the event the Company wishes to assert a claim
for indemnification hereunder, (the "Indemnified Party") it shall deliver
written notice (a "Claims Notice") to the applicable Investor (the "Indemnifying
Party"), specifying the facts constituting the basis for, and the amount (if
known) of the claim asserted.

            (c) Third Party Claims. Upon making any indemnification payment, the
Indemnifying Party will, to the extent of such payment, be subrogated to all
rights of the Indemnified Party against any third party in respect of the Loss
to which the payment relates; provided, however, that until the Indemnified
Party recovers full payment of its Loss, any and all claims of the Indemnifying
Party against any such third party on account of the payment are hereby made
expressly subordinated and subjected in right of payment to the Indemnified
Party's rights against such third party. Without limiting the generality of any
other provision hereof, the Indemnified Party and Indemnifying Party will duly
execute upon request all instruments reasonably necessary to evidence and
perfect the above-described subrogation and subordination rights.

            (d) Right to Contest Claims of Third Parties.

                  (i) If an Indemnified Party asserts, or may in the future seek
to assert, a claim for indemnification hereunder because of any action, cause of
action or suit brought by any Person not a party to this Agreement (a "Third
Party Claimant") that may result in a Loss with respect to which the Indemnified
Party would be entitled to indemnification pursuant to this Section 8.3 (an
"Asserted Liability"), the Indemnified Party shall deliver to the Indemnifying
Party a Claims Notice with respect thereto, which Claims Notice shall, in
accordance with the provisions of Section 8.2 hereof, be delivered as promptly
as practicable after an action in connection with such Asserted Liability is
commenced against the Indemnified Party.

                  (ii) The Indemnifying Party shall have the right, upon written
notice to the Indemnified Party, to investigate, contest, defend or settle any
Asserted Liability that may result in a Loss with respect to which the
Indemnified Party is entitled to indemnification pursuant to this Section 8.3;
provided that (A) the counsel for the Indemnifying Party who conducts the
defense of such claim or litigation is reasonably satisfactory to the
Indemnified Party, and (B) the Indemnified Party may, at its option and at its
own expense, participate in the investigation, contesting, defense or settlement
of any such Asserted Liability through representatives and counsel of its own
choosing (it being understood that the Indemnifying Party shall bear the cost of
such counsel if the Indemnified Party in good faith determines that it may have
one or more defenses or counterclaims that are inconsistent with one or more of
those of the Indemnifying Party in respect of the Asserted Liability); and,
provided further, that the Indemnifying Party shall not settle any Asserted
Liability unless (i) such settlement is on exclusively monetary terms and
provides as an unconditional term an immediate release of the Indemnified Party
for all liability with respect to such Asserted Liability or (ii) the
Indemnified Party has consented to the terms of such settlement. If requested by
the Indemnifying Party, the Indemnified Party will, at the sole cost and expense
of the Indemnifying Party, cooperate with reasonable requests of the
Indemnifying Party and its counsel in contesting any Asserted Liability,
including, if appropriate and related to the Asserted Liability in question, in
making any counterclaim against the Third Party Claimant, or any cross-complaint
against any Person (other than the Indemnified Party or its Affiliates). If the
Indemnifying Party fails to undertake the defense of the Asserted Liability
reasonably promptly, the Indemnified Party may, at its option and at the
Indemnifying Party's expense, to do so in such manner as it deems appropriate;
provided, however, that the Indemnified Party shall not settle or compromise any
Asserted Liability for which it seeks indemnification hereunder without the
prior written consent of the Indemnifying Party (which shall not be unreasonably
withheld or delayed).

                                       10
<PAGE>

                  (iii) The Indemnifying Party may participate in (but not
control) the defense of any Asserted Liability that it has not elected to defend
with its own counsel and at its own expense.

                  (iv) The Indemnifying Party and the Indemnified Party shall
make mutually available to each other all relevant information in their
possession relating to any Asserted Liability (except to the extent that such
action would result in a loss of attorney-client privilege or would violate any
applicable law) and shall cooperate with each other in the defense thereof.

            (e) No Duplication; Sole Remedy.

                  (i) Any liability for indemnification hereunder shall be
determined without duplication of recovery by reason of the state of facts
giving rise to such liability constituting a breach of more than one
representation or warranty.

                  (ii) The parties' respective rights to indemnification
provided for in this Section 8.3 shall be the exclusive remedy for any Losses
for which indemnification is provided hereunder; provided, however, that nothing
contained herein shall prevent an Indemnified Party from pursuing remedies that
may be available to such party under applicable law in the event of an
Indemnifying Party's failure to comply with its indemnification obligations
under this Section 8.3 or in the case of fraud.

            8.4 Survival of Representations, Warranties and Covenants. The
representations and warranties of the parties hereto made pursuant to this
Agreement shall survive the Closing until two (2) years after the Closing Date,
provided that the representations and warranties contained in Sections 4.1, 4.2,
5.2, and 5.3 shall survive indefinitely.

            8.5 No Implied Waivers. No failure or delay by any party in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof nor shall any single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any other right, power or privilege.
The rights and remedies herein provided shall be cumulative and not exclusive of
any rights or remedies provided by law.

            8.6 Successors and Assigns. All the terms and provisions of this
Agreement shall be binding upon and inure to the benefit of and be enforceable
by the respective parties hereto, the successors and assigns of the respective
Investors and the successors of the Company whether so expressed or not. None of
the parties hereto may assign any of its rights or obligations hereunder without
the prior written consent of the other parties hereto, except that an Investor
may, without the prior consent of the Company, assign its rights hereunder to
any of its Affiliates. This Agreement shall not inure to the benefit of or be
enforceable by any other Person.

            8.7 Headings. The headings of the Sections and paragraphs of this
Agreement have been inserted for convenience of reference only and do not
constitute a part of this Agreement.

            8.8 Governing Law. This Agreement will be governed by and construed
under the laws of the State of New York without regard to its conflicts of laws
rules.

                                       11
<PAGE>

            8.9 Expenses. Except as otherwise specifically provided in this
Agreement, the parties to this Agreement shall bear their respective costs and
expenses incurred in connection with the preparation and execution of this
Agreement and the transactions contemplated hereby.

            8.10 Jurisdiction. Any suit, action or proceeding seeking to enforce
any provision of, or based on any matter arising out of or in connection with,
this Agreement or the transactions contemplated hereby may be brought in any
federal or state court located in the County of New York and State of New York,
and each of the parties hereby consents to the jurisdiction of such courts (and
of the appropriate appellate courts therefrom) in any such suit, action or
proceeding and irrevocably waives, to the fullest extent permitted by law, any
objection which it may now or hereafter have to the laying of the venue of any
such suit, action or proceeding in any such court or that any such suit, action
or proceeding which is brought in any such court has been brought in an
inconvenient forum. Process in any such suit, action or proceeding may be served
on any party anywhere in the world, whether within or without the jurisdiction
of any such court. Without limiting the foregoing, each party agrees that
service of process on such party as provided in Section 8.2 shall be deemed
effective service of process on such party.

            8.11 Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.

            8.12 Counterparts; Effectiveness. This Agreement may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, with the same effect as if all parties had signed the same
document. All such counterparts shall be deemed an original, shall be construed
together and shall constitute one and the same instrument. This Agreement shall
become effective when each party hereto has received counterparts hereof signed
by all of the other parties hereto.

            8.13 Entire Agreement. This Agreement and the other Transaction
Documents contain the entire agreement among the parties hereto with respect to
the subject matter hereof and such Agreement supersedes and replaces all other
prior agreements, written or oral, among the parties hereto with respect to the
subject matter hereof.

            8.14 Severability. If any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction or other
authority to be invalid, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this Agreement shall remain in full
force and effect and shall in no way be affected, impaired or invalidated so
long as the economic or legal substance of the transactions contemplated hereby
is not affected in any manner materially adverse to any party. Upon such a
determination, the parties shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as
possible in an acceptable manner in order that the transactions contemplated
hereby be consummated as originally contemplated to the fullest extent possible.


            8.15 No Further Obligation. Following the Closing, except for the
payment by each Investor of the Purchase Price in accordance with the terms
hereof, no Investor has any further obligation to invest in the Company under
this Agreement, the other Transaction Documents, or any of the transactions
contemplated hereby or thereby.

                                       12
<PAGE>

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


Supreme Realty Investments, Inc.:        Escrow Agent
                                         Berkman, Henoch, Peterson & Peddy, P.C.



--------------------------               --------------------------
ZUJUN XU                                 Jeffrey M. Stein, Esq.
Chairman of the Board/ Chief Executive
Officer/ Chief Financial Officer


 INVESTORS:
----------------------------------------------------------------------------
Name                    Signature          Name                    Signature
----------------------------------------------------------------------------
1) Yujiao Xiong                            6) Wei Liu

----------------------------------------------------------------------------
2) Youming Xiong                           7) Juhua Wang

----------------------------------------------------------------------------
3) Chaohui Wu                              8) Shaoke Chen

----------------------------------------------------------------------------
4) Pingxin Liu                             9) Hanping Lee

----------------------------------------------------------------------------
5) Bo Chen                                 10) Mingtung Chen

----------------------------------------------------------------------------


                                       13
<PAGE>

EXHIBIT A

ACCREDITED INVESTOR QUESTIONNAIRE

To:   Supreme Realty Investments, Inc. (the "Company")

      The undersigned hereby represents and warrants that the information
contained in this accredited investor questionnaire is true and accurate and
acknowledges that the Company is relying thereon.

Status as an "Accredited Investor". Investor is (check ALL that apply):

_____ (i) A natural person whose individual net worth (assets less liabilities),
or joint net worth with his or her spouse, exceeds $1,000,000.

_____ (ii) A natural person whose individual income was in excess of $200,000,
or whose joint income with his or her spouse was in excess of $300,000, in each
of the two most recent years, and who has a reasonable expectation of reaching
the same income level for the current year.

_____ (iii) A director or an executive officer of the Company.

_____ (iv) A bank, insurance company, registered investment business development
company, small business investment company or employee benefit plan.

_____ (v) A savings and loan association, credit union, or similar financial
institution, or a registered broker or dealer.

_____ (vi) A private business development company.

_____ (vii) An organization described in Section 501(c)(3) of the Internal
Revenue Code with assets in excess of $5,000,000.

_____ (viii) A corporation, Massachusetts or similar business trust, or
partnership with assets in excess of $5,000,000.

_____ (ix) A trust with assets in excess of $5,000,000.

_____ (x) An entity in which all of the equity owners are accredited investors.
Also check the item(s) [(i)-(ix)] that apply to the equity owners. [This item is
not available to an irrevocable trust.]

_____ (xi) A self-directed IRA, Keogh, or similar plan of which the individual
directing the investments qualifies as an "accredited investor" in one or more
of items (i)-(x) above. Also check the item(s) [(i)-(x)] that apply to the
individual.

_____ (xii) None of the above.

The undersigned submits this accredited investor questionnaire as of the date
written below.

--------------------------
Name:

                                       14
<PAGE>

                                 PROMISSORY NOTE
                              AND PLEDGE AGREEMENT



$______,000
                                                                      May , 2006


      _______________ residing at ________________________ (the "Maker")
promises to pay the principal amount of $_____________ (the "Principal Amount")
to the order of Supreme Realty Investments, Inc. (the "Payee"), a Nevada
corporation, within five business days of written notification from the Payee
that a registration statement (the "Registration Statement") pursuant to the
Securities Act of 1933, as amended, filed by the Payee with the Securities and
Exchange Commission (the "SEC") registering the shares of Payee's Common Stock
was declared effective by the SEC (the "Maturity Date").

      By Maker's execution and delivery of this Promissory Note and Pledge
Agreement (the "Note") and Payee's acceptance of thereof, Maker and Payee
acknowledge and agree that the proceeds of this Note to Maker shall be used to
finance the Maker's purchase of ___________ shares of the Payee's common stock,
par value $.001 per share (the "Shares") pursuant to a Subscription Agreement
dated the date hereof (the "Subscription Agreement"), which Shares the Payee has
agreed to cause to be registered for resale pursuant to the Securities Act of
1933, as amended.

      The rights, duties and obligations of (a) Maker under this Note may not be
assigned without the prior consent of Payee and (b) Payee under this Note may be
assigned without the prior consent of Maker.

      In order to secure (i) the due and punctual payment of all monetary
obligations hereunder of Maker to Payee and any reasonable costs and expenses
(including, but not limited to, all legal fees and expenses) of collection or
enforcement of any such obligations and (ii) the due and punctual payment of any
costs and expenses incurred in connection with the realization of the security
for which this Note provides and any reasonable costs and expenses (including,
but not limited to, all legal fees and expenses) incurred in connection with any
proceedings to which this Note may give rise (collectively referred to herein as
"Liabilities"), Maker hereby transfers, assigns, grants, bestows, sells, conveys
and pledges to Payee a first security interest in the Collateral (as herein
defined), which security interest shall remain in full force and effect until
all of the Liabilities shall have been paid in full to Payee, or until this Note
is cancelled as set forth herein.

      For purposes of this Note, "Collateral" shall mean all of Maker's right,
title and interest in and to the Shares, represented by the stock certificate to
be issued to the Payee in connection with the execution of this Note, and all
proceeds and products thereof (as the foregoing terms are defined in the Uniform
Commercial Code as in effect in the State of New York).

                                       15
<PAGE>

      Concurrently with the Maker's execution and delivery of this Note, Maker
has (a) duly executed in blank a stock power required by the pledge of the
Collateral hereunder; (b) delivered the stock certificate representing the
Collateral to Escrow Agent (as defined in Subscription Agreement) to be held by
the Escrow Agent pending the payment in full of this Note; and (c) irrevocably
appointed Payee as Maker's attorney-in-fact to complete the stock power to
realize upon the Collateral upon nonpayment of principal or interest under this
Note, with such appointment being coupled with an interest.

      This Note may be prepaid in whole or in part without premium or penalty or
at any time and from time to time at the option of the Maker. Contemporaneously
with Maker's final payment of all amounts due under this Note, the original copy
shall be marked "Paid in Full" and signed by Payee, and the cancelled original
copy of the Note and all Collateral shall be returned by Payee to Maker.
Notwithstanding the foregoing, in the event the Registration Statement is

      Except as contemplated by this Note, Maker shall not encumber or grant a
security interest in any of the Collateral, without the prior written consent of
Payee, and Maker hereby represents that he has not done so heretofore and, other
than the grant of the security interest contemplated hereby, the Collateral
pledged by him hereunder is, and will be, owned by him free and clear of all
liens and encumbrances.

      In the event the Maker defaults in the payment of this Note, the Payee
shall give written notice of such default to the Maker. In the event the Maker
does not pay all outstanding principal due within five business days of his
receipt of such notice, Payee may thereupon proceed against the Maker to collect
the Principal Amount.

      If the Maker does not pay the Principal Amount to the Payee within such
five business day period, then Payee may, to the extent permitted by applicable
law, either (i) sell for the account of the Maker any and all of the Shares in
the Payee's discretion in such quantities or lots as may seem best to the Payee,
at which sale or sales the maker may bid and purchase, or (ii) return such
shares to treasury. After first applying the proceeds of the sale to the payment
of the expenses of sale, the Payee shall then apply the proceeds to the
satisfaction of this Note, and thereafter may pay any surplus and deliver any
unsold Shares to the Maker. In the event that Payee is prohibited by applicable
law from selling the Shares, Payee shall be entitled to retain a sufficient
number of Shares such that the product obtained by multiplying the number of
shares retained by Payee hereunder times the officially reported market closing
price for comparable Shares on the date this remedy is exercised shall be equal
to the balance due hereunder. Thereupon, all obligations between the Maker and
Payee under this Note and Pledge Agreement shall cease. In the event that the
sale of the full amount of Shares does not generate sufficient funds to retire
this Note and satisfy Maker's obligations hereunder, or in the event that the
Maker is prohibited from selling such Shares and retains the Shares as provided
herein, the Maker will be responsible for the balance of the Principal Amount
due.

      In the event the Registration Statement has not been declared effective on
or prior to the one year anniversary of the date of this Agreement (i) the Payee
shall return to the Maker the payment the Maker made to the Maker pursuant to
Section 3.1 of the Subscription Agreement, and (ii) the Escrow Agent shall
return the Securities to the Company for cancellation.

                                       16
<PAGE>

      This Note shall be governed by, and construed in accordance with the
internal laws of the State of New York without giving effect to the conflict of
laws provisions thereof.

      IN WITNESS WHEREOF, Maker has executed and delivered this Note and Pledge
Agreement as of the date first above written.

                                    Maker




                                    ---------------------------



Acknowledged and Agreed to
Effective as of the date first written above.

Supreme Realty Investments, Inc.


By: _______________________
    Zujun Xu, President



                                       17
<PAGE>

                             IRREVOCABLE STOCK POWER


FOR VALUE RECEIVED, The undersigned does (do) hereby sell, assign and transfer
unto

------------------------------------------------------------------------------

------------------------------------------------------------------------------

------------------------------------------------------------------------------
S. S. # or F. I. D. #


__________________ Shares of the Common Stock of Supreme Realty Investments,

Inc. represented by certificate(s) no(s)

________________________________________________ inclusive, standing in the name

of the undersigned on the books of said Company. The undersigned does (do)

hereby irrevocably constitute and appoint Supreme Realty Investments,

Inc. Attorney to transfer the said stock on the books of said Company, with full

power of substitution

in the premises.





-----------------------------------------------


-----------------------------------------------
 person(s) executing this power sign(s) here


-----------------------------------------------
                  WITNESS


                                       18
<PAGE>

                                   SCHEDULE 1

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
    INVESTORS                              ADDRESS                 NUMBER OF SHARES OF    PURCHASE PRICE
                                                                   COMMON STOCK ACQUIRED
--------------------------------------------------------------------------------------------------------
<C>                              <C>                                     <C>                  <C>
1) Yujiao Xiong              No. 5A, Zuanshi Ge,                         8,250,000        USD 150,000
                             Fuqiang Yi Tian Ming Yuan,
                             Fu Tian Qu, Shenzhen City, P.R.
                             China
--------------------------------------------------------------------------------------------------------
2) Youming Xiong             No. 5A, Zuanshi Ge,                         8,250,000        USD 150,000
                             Fuqiang Yi Tian Ming Yuan,
                             Fu Tian Qu, Shenzhen City, P.R.
                             China
--------------------------------------------------------------------------------------------------------
3) Chaohui Wu                No. 5A, Zuanshi Ge,                         8,250,000        USD 150,000
                             Fuqiang Yi Tian Ming Yuan,
                             Fu Tian Qu, Shenzhen City, P.R.
                             China
--------------------------------------------------------------------------------------------------------
4) Pingxin Liu               No. 5A, Zuanshi Ge,                         8,250,000        USD 150,000
                             Fuqiang Yi Tian Ming Yuan,
                             Fu Tian Qu, Shenzhen City, P.R.
                             China
--------------------------------------------------------------------------------------------------------
5) Bo Chen                   No. 5A, Zuanshi Ge,                         8,250,000        USD 150,000
                             Fuqiang Yi Tian Ming Yuan,
                             Fu Tian Qu, Shenzhen City, P.R.
                             China
--------------------------------------------------------------------------------------------------------
6) Wei Liu                   No. 5A, Zuanshi Ge,                         2,750,000        USD 50,000
                             Fuqiang Yi Tian Ming Yuan,
                             Fu Tian Qu, Shenzhen City, P.R.
                             China
--------------------------------------------------------------------------------------------------------
7) Juhua Wang                No. 5A, Zuanshi Ge,                         2,750,000        USD 50,000
                             Fuqiang Yi Tian Ming Yuan,
                             Fu Tian Qu, Shenzhen City, P.R.
                             China
--------------------------------------------------------------------------------------------------------
8) Shaoke Chen               No. 5A, Zuanshi Ge,                         2,750,000        USD 50,000
                             Fuqiang Yi Tian Ming Yuan,
                             Fu Tian Qu, Shenzhen City, P.R.
                             China
--------------------------------------------------------------------------------------------------------
9) Hanping Lee               No. 5A, Zuanshi Ge,                         2,750,000        USD 50,000
                             Fuqiang Yi Tian Ming Yuan,
                             Fu Tian Qu, Shenzhen City, P.R.
                             China
--------------------------------------------------------------------------------------------------------
10) Mingtung Chen            No. 5A, Zuanshi Ge,                         2,750,000        USD 50,000
                             Fuqiang Yi Tian Ming Yuan,
                             Fu Tian Qu, Shenzhen City, P.R.
                             China
--------------------------------------------------------------------------------------------------------
</TABLE>


                                       19
                                      
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