Sino Oil & Gas Pipe Holdings LTD Sample Contracts

Exclusive Option Agreement
Exclusive Option Agreement • August 1st, 2011 • Rich Mountain Enterprises LTD • Blank checks

This Exclusive Option Agreement (this "Agreement") is executed by and among the following Parties as of April 3rd, 2011, in Jinzhong city, ShanXi Province, the People’s Republic of China (“China” or the “PRC”):

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Share Pledge Agreement
Share Pledge Agreement • August 1st, 2011 • Rich Mountain Enterprises LTD • Blank checks

This Share Pledge Agreement (this "Agreement") has been executed by and among the following parties on April 3rd , 2011 in Jinzhong City, the People’s Republic of China (“China” or the “PRC”):

Exclusive Business Cooperation Agreement
Exclusive Business Cooperation Agreement • August 1st, 2011 • Rich Mountain Enterprises LTD • Blank checks

This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following Parties on April 3rd , 2011 in Jinzhong City, the People's Republic of China (“China” or the “PRC”).

Steel and Iron Products Sale Contract of Shanxi Taigang Stainless Steel Co., Ltd.
Steel and Iron Products Sale Contract • August 1st, 2011 • Rich Mountain Enterprises LTD • Blank checks

Type of the Order: Y002 Order No.: 101684 Date of Execution: May 31, 2008 Place of Execution: Tai Yuan Date of Delivery: June 30, 2008 Factory of Delivery: Hot Strip Rolling Factory

Contract
Purchase and Sale Agreement • November 10th, 2011 • Sino Oil & Gas Pipe Holdings LTD • Blank checks • Hebei

In consideration of the purchase and sales of hot rolled steel strips in 2009, Party A and Party B agree to conclude the Agreement as below through adequate negotiations and based on the principles of “mutual benefits, risks sharing, long-term cooperation and interests sharing”.

Purchase and Sale Contract
Purchase and Sale Contract • November 10th, 2011 • Sino Oil & Gas Pipe Holdings LTD • Blank checks
Industrial Mineral Product Order Contract
Industrial Mineral Product Order Contract • November 10th, 2011 • Sino Oil & Gas Pipe Holdings LTD • Blank checks
SHARE EXCHANGE AGREEMENT by and among RICH MOUNTAIN ENTERPRISES LIMITED THE SHAREHOLDER OF Rich Mountain Enterprises Limited RISE KING MANAGEMENT LIMITED And THE SHAREHOLDERS OF RISE KING MANAGEMENT LIMITED Dated as of July 30, 2011
Share Exchange Agreement • August 1st, 2011 • Rich Mountain Enterprises LTD • Blank checks • New York

This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of July 30, 2011, is by and among RICH MOUNTAIN ENTERPRISES LIMITED, a British Virgin Islands company (the “Shell Company”), the shareholder of the Shell Company set forth on Schedule A hereto (the “Shell Company Shareholder”), RISE KING MANAGEMENT LIMITED, a British Virgin Islands company (“RISE KING”), and the shareholders of RISE KING set forth on Schedule A hereto (the “RISE KING Shareholders”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively, as the “Parties.” Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in Annex A hereto.

Non-Disclosure Agreement
Non-Disclosure Agreement • August 1st, 2011 • Rich Mountain Enterprises LTD • Blank checks

Therefore, in accordance with the Law of the People’s Republic of China against Unfair Competition, the Labor Contract Law of the People’s Republic of China and other relevant regulations, both parties hereto, in line with the principles of equality and voluntariness, consultation and consensus, and honesty and credibility, enter into the following agreement in respect of Party B’s keeping Party A’s technology and other business secrets during employment and after resignation:

Party A: Lingyuan Iron & Steel Co., Ltd. Party B: Shanxi Guolian Spiral Tubulation Co., Ltd.
Warehousing, Purchase and Sale Agreement • November 10th, 2011 • Sino Oil & Gas Pipe Holdings LTD • Blank checks • Liaoning

In consideration of the warehousing, purchase and sales of medium-width steel strips in 2010, Party A and Party B agree to conclude the Agreement as below through adequate negotiations and based on the principles of “mutual benefits, risks sharing, long-term cooperation and interests sharing”.

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