Common use of Transfer of the Assets Clause in Contracts

Transfer of the Assets. 2.1 LIU agrees that, upon the Closing, he will sell, transfer and deliver unto SCHC, its successors and assigns forever, by duly executed deed(s), bills of sale, assignment(s) or other instrument(s) of conveyance, for the consideration hereinafter provided, all right, title and interest in and to all assets listed and described on Schedule 1 attached hereto and incorporated herein by reference (the "Purchased Assets"). In addition to the Purchased Assets, LIU agrees at Closing to convey to SCHC all rights to the Lease (the "Lease") whereby LIU leases the leased property described in Schedule 2 attached hereto (the "Leased Property") and to execute and deliver such instruments of transfer and conveyance to effect the transfer of ownership of the Leased Property from LIU to SCHC. 2.2 As full consideration for the sale, assignment, transfer and delivery of the Purchased Assets and the Leased Property to SCHC, and upon the terms and subject to all of the conditions contained herein, SCHC shall pay to LIU the sum of $6,665,778 (the "Purchase Price") of which $2,879,616 (the "Initial Payment") shall be paid to LIU at the Closing and $3,786,162 shall be paid in cash or readily available funds within 5 days after the Closing. 2.3 As a result of Agreement, the Purchased Assets including, without limitation, annual estimated bromine production capacity of 3,900 tons, buildings, equipment, wells, pipelines, and power cxxxxxts will be owned by SCHC. SCHC is not assuming and shall not be liable for any and all debts, obligations and liabilities of LIU relating to the Purchased Assets and the Leased Property. 2.4 LIU covenants that the $872,550 lease payment due under the 50-year land lease for the Leased Property has been paid. Any economic losses or legal disputes relating to the ownership of the Leased Property, whether arising prior to or after the transfer of the Lease from LIU to SCHC, will be LIU's full responsibility. 2.5 If the transactions contemplated hereunder are not consummated within ten days of the date hereof, this Agreement shall terminate, and each party shall have no further obligation to the other party, except that if the transactions contemplated hereunder are not consummated due to a material default or breach on the part of SCHC, SCHC shall pay to LIU the sum of $333,289 as liquidated damages and not as a penalty. 2.6 Three days after the Effective Date, SCHC and LIU will both establish an asset assessment team to assess all of the Purchased Assets and the Leased Property for transfer and conveyance to SCHC.

Transfer of the Assets. 2.1 LIU agrees Xxxxxxx Xxxx，Xxx Xxxx and Xxxx Xxxx agree that, upon the Closing, he they will sell, transfer and deliver its asset with annual bromine production 4,000 tons and crud salt 150,000 tons unto SCHC, its successors and assigns forever, by duly executed deed(s), bills of sale, assignment(s) or other instrument(s) of conveyance, for the consideration hereinafter provided, all of the Sellers’ right, title and interest in and to all assets owned by Xxxxxxx Xxxx，Xxx Xxxx and Xxxx Xxxx located at the Shouguang City Yingli Township Beishan Village, including, but not limited to, machinery, equipment, inventory (raw materials, work-in-progress and finished goods), and any warranties associated therewith; said assets to be limited to those listed and described on Schedule 1 attached hereto and incorporated herein by reference (the "Purchased Assets"). In addition to the Purchased Assets, LIU agrees at Closing to convey to SCHC all rights to the Lease (the "Lease") whereby LIU leases the leased property described in Schedule 2 attached hereto (the "Leased Property") and to execute and deliver such instruments of transfer and conveyance to effect the transfer of ownership of the Leased Property from LIU to SCHC. 2.2 As full consideration for the sale, assignment, transfer and delivery of the Purchased Assets to SCHC and for the value of the rights to the Leased Property to SCHC, and upon the terms and subject to all of the conditions contained herein, , (a) SCHC shall pay to LIU the Sellers the sum of $6,665,778 RMB78, 400,000 in cash ( 70% of the total purchase price) in the aggregate; and (b) GUFR shall issue to the Sellers GUFR Common Stock in the principal amount of RMB33, 600,000 in the aggregate (the “Purchase Price Shares”). 2.3 The parties understand and acknowledge that the total purchase price for the Purchased Assets and the Leased Property is RMB112,000,000 (the "Purchase Price") and that the Purchase Price is based upon an approximate valuation of the Shouguang City Yingli Township Beishan Village at RMB112,000,000. The number of "Purchase Price Shares" shall be Four Million Two Hundred Twenty Nine Thousand Three Hundred Sixty Six (4,229,366), based on a price of $1.163 per share, which is the average closing price of the Company’s Common Stock on the Over-the Counter Bulletin Board for the 30 trading days prior to the Effective Date and an exchange rate of $2,879,616 1 = RMB6.8310, which is the published average exchange rate of the People’s Bank of China on September 4, 2009. The Purchase Price Shares will be delivered to the sellers within twenty (20) days after the closing date. 2.4 Upon execution of this Agreement by all of the parties, SCHC shall deliver to Xxxxxxx Xxxx，Xxx Xxxx and Xxxx Xxxx a security deposit of RMB15,680,000 (the "Initial PaymentSecurity Deposit") shall be paid to LIU at the Closing and $3,786,162 shall be paid in cash or readily available funds within 5 ). Three days after the Closing. 2.3 As a result of Agreement, the Purchased Assets including, without limitation, annual estimated bromine production capacity of 3,900 tons, buildings, equipment, wells, pipelines, and power cxxxxxts will be owned by SCHC. SCHC is not assuming and shall not be liable for any and all debts, obligations and liabilities of LIU relating to the Purchased Assets and the Leased Property. 2.4 LIU covenants that the $872,550 lease payment due under the 50-year land lease for the Leased Property has been paid. Any economic losses or legal disputes relating to the ownership of the Leased Property, whether arising prior to or after the transfer of the Lease from LIU to SCHC, will be LIU's full responsibility. 2.5 If the transactions contemplated hereunder are not consummated within ten days of the date hereof, this Agreement shall terminate, and each party shall have no further obligation to the other party, except that if the transactions contemplated hereunder are not consummated due to a material default or breach on the part of SCHC, SCHC shall pay to LIU the sum of $333,289 as liquidated damages and not as a penalty. 2.6 Three days after the Effective Date, SCHC and LIU will both establish an asset assessment team to assess all the condition and the operation of the Purchased Assets and the Leased Property for transfer and conveyance to SCHC. Thereafter, SCHC shall pay the remainder of the cash portion before September 30, 2009 of the receipt of a report from the assessment team that is acceptable to SCHC with respect to the Purchased Assets and Leased Property. If the report concludes that the condition of the Purchased Assets is not acceptable, SCHC and the Sellers shall negotiate a reduction in the Purchase Price. If such amount can not be mutually agreed, SCHC shall have the right to terminate this Agreement and the Security Deposit shall be returned to SCHC. As of the date hereof, both parties have started the formal transfer procedures (including the related property lease contracts, etc.) 2.5 If SCHC cannot pay off the remainder of the cash portion within the time period provided in Section 2.4 above, the Sellers have the right to terminate this Agreement and to retain the Security Deposit with no further obligations or liabilities to SCHC or GUFR. 2.6 As a result of this Agreement, the Purchased Assets including, without limitation, any and all bromine and crude salt that can be produced on the Leased Property, buildings, equipment, xxxxx, pipelines, and power circuits will be acquired by SCHC; provided, however, that any and all debts, obligations and liabilities (the “’Obligations”) of Xxxxxxx Xxxx，Xxx Xxxx and Xxxx Xxxx relating to the Purchased Assets and the Leased Property are specifically excluded from such Purchased Assets and shall remain the Obligations of the Sellers after the Closing.

Transfer of the Assets. 2.1 LIU YANG agrees that, upon the Closing, he will sell, transfer and deliver unto SCHC, its successors and assigns forever, by duly executed deed(s), bills of sale, assignment(s) or other instrument(s) of conveyance, for the consideration hereinafter provided, all of YANG's right, title and interest in and to all assets owned by YANG located at the Dong Ying City Liu Hu Area, including, but not limited to, machinery, equipment, inventory (raw materials, work-in-progress and finished goods), and any warranties associated therewith; said assets to be limited to those listed and described on Schedule 1 attached hereto and incorporated herein by reference (the "Purchased Assets"). In addition to the Purchased Assets, LIU YANG agrees at Closing to convey to SCHC all rights to the Lease (the "Lease") whereby LIU leases the certain leased property described in Schedule 2 attached hereto (the "Leased Property") and to execute and deliver such instruments of transfer and conveyance to effect the transfer of ownership of the Leased Property from LIU YANG to SCHC. 2.2 As full consideration for the sale, assignment, transfer and delivery of the Purchased Assets and the Leased Property to SCHC, and upon the terms and subject to all of the conditions contained herein, (a) GUFR shall issue to YANG the Purchase Price Shares (as hereinafter defined) within 45 days after the Closing and (b) SCHC shall pay to LIU YANG the sum of $6,665,778 (the "Purchase Price") of which $2,879,616 (the "Initial Payment") shall be paid to LIU at the Closing and $3,786,162 shall be paid 4,575,761 in cash or readily available funds within 5 days after the Closing. At Closing, SCHC shall issue to YANG a promissory note in the principal amount of $889,005 in the form attached hereto as Exhibit A. The parties understand and acknowledge that the total purchase price for the Purchased Assets and the Leased Property is $6,667,538 (the "Purchase Price") and that the Purchase Price is based upon an approximate valuation of the Dong Ying City Liu Hu Area at $6,667,538. The number of "Purchase Price Shares" shall be equal to the result obtained by dividing $941,300 by the average closing price of GUFR Common Stock (the "Market Price") as quoted by the OTC Bulletin Board during the 15 trading days immediately preceding the Closing Date. The parties hereby agree that the Market Price is $2.297 and that the number of Purchase Price Shares to be issued pursuant hereto is 409,795. 2.3 As a result of Agreement, the Purchased Assets including, without limitation, annual estimated bromine production capacity of 3,900 4,000 tons, buildings, equipment, wells, pipelines, and power cxxxxxts will be owned by SCHC. SCHC is not assuming and shall not be liable for ; provided, however, that any and all debts, obligations and liabilities of LIU YANG relating to the Purchased Assets and the Leased PropertyProperty are specifically excluded. 2.4 LIU YANG covenants that the $872,550 653,680 lease payment due under the 50-year land lease for the Leased Property has been paid-off. Any economic losses or legal disputes relating to the ownership of the Leased Property, whether arising prior to or after the transfer of ownership of the Lease Leased Property from LIU YANG to SCHC, will be LIUYANG's full responsibility. 2.5 Upon execution of this Agreement by each of SCHC and YANG, SCHC shall deliver to YANG a security deposit of $261,472 (the "Security Deposit"), to be held in escrow by YANG pending the Closing. At Closing the Security Deposit shall be released to YANG, and shall be applied to the Purchase Price due by SCHC at Closing. If the transactions contemplated hereunder are not consummated within ten days of by the date hereofClosing Date, this Agreement shall terminate, and each party shall have no further obligation to the other party, except that YANG shall return the Security Deposit to SCHC within 30 days, provided, however, that YANG shall be entitled to retain the Security Deposit if the transactions contemplated hereunder are not consummated due to a the material default or breach on the part of SCHC, SCHC shall pay to LIU the sum of $333,289 as liquidated damages and not as a penalty. 2.6 Three days after the Effective Date, SCHC and LIU YANG will both establish an asset assessment team to assess all of the Purchased Assets and the Leased Property for transfer and conveyance to SCHC.

Transfer of the Assets. 2.1 LIU YU agrees that, upon the Closing, he will sell, transfer and deliver unto SCHC, its successors and assigns forever, by duly executed deed(s), bills of sale, assignment(s) or other instrument(s) of conveyance, for the consideration hereinafter provided, all of YU's right, title and interest in and to all assets owned by YU located at the Shouguang City Qinshuibo Area, including, but not limited to, machinery, equipment, inventory (raw materials, work-in-progress and finished goods), and any warranties associated therewith; said assets to be limited to those listed and described on Schedule 1 attached hereto and incorporated herein by reference (the "Purchased Assets"). In addition to the Purchased Assets, LIU Yu agrees at Closing to convey to SCHC all rights to the Lease (the "Lease") whereby LIU leases the certain leased property described in Schedule 2 attached hereto (the "Leased Property") and to execute and deliver such instruments of transfer and conveyance to effect the transfer of ownership of the Leased Property from LIU Yu to SCHC. 2.2 As full consideration for the sale, assignment, transfer and delivery of the Purchased Assets and the Leased Property to SCHC, and upon the terms and subject to all of the conditions contained herein, (a) GUFR shall issue to YU 779,286 shares of restricted GUFR Common Stock within three months after the Closing (such amount of shares is based on $2.55 price per share and equals in the aggregate $1,987,179) and (b) SCHC shall pay to LIU YU the sum of $6,665,778 3,051,282 in cash within one week after the Closing. At Closing, SCHC shall issue to YU a promissory note in the principal amount of $3,051,282 in the form attached hereto as Exhibit A. The parties understand and acknowledge that the total purchase price for the Purchased Assets and the Leased Property is $5,064,102 (the "Purchase Price") and that the Purchase Price is based upon an approximate valuation of which Qingshuibo Area at $2,879,616 (the "Initial Payment") shall be paid to LIU at the Closing and $3,786,162 shall be paid in cash or readily available funds within 5 days after the Closing5,064,102. 2.3 As a result of Agreement, the Purchased Assets including, without limitation, annual estimated bromine production capacity of 3,900 4,700 tons, buildingsinfrastructures, equipmentequipments, wells, pipelines, and power cxxxxxts will be owned by SCHC. SCHC is not assuming and shall not be liable for ; provided, however, that any and all debts, obligations debts and liabilities of LIU YU relating to the Purchased Assets and the Leased PropertyProperty are specifically excluded. 2.4 LIU YU covenants that the $872,550 957,692 lease payment due under the 50-year land lease for the Leased Property has been paid-off. Any economic losses or legal disputes relating to the ownership of the Leased Property, whether arising prior to or after the transfer of ownership of the Lease Leased Property from LIU YU to SCHC, will be LIUYU's full responsibility. 2.5 Upon execution of this Agreement by each of SCHC and YU, SCHC shall deliver to YU a security deposit of $25,641 (the "Security Deposit"), to be held in escrow by YU pending the Closing. At Closing the Security Deposit shall be released to YU, and shall be applied to the Purchase Price due by SCHC at Closing. If the transactions contemplated hereunder are not consummated within ten days of by the date hereofClosing Date, this Agreement shall terminate, and each party shall have no further obligation to the other party, except that YU shall return the Security Deposit to SCHC, provided, however, that YU shall be entitled to retain the Security Deposit if the transactions contemplated hereunder are not consummated due to a the material default or breach on the part of SCHC, SCHC shall pay to LIU the sum of $333,289 as liquidated damages and not as a penalty. 2.6 Three days after the Effective Date, SCHC and LIU YU will both establish an asset assessment team to assess all of the Purchased Assets and the Leased Property for transfer and conveyance to SCHC.