Share Transfer Agreement Party A: KINFAIR Holdings Limited Party B: Xinyang Hongchang Channel Gas Engineering Co., Ltd. Party C: Mai XiaoFu Party D: Wang Guiquan Party E: Yu Zhiyang Party F: Yang Hongtao
EXHIBIT
2.2
Share
Transfer Agreement
Party
A:
KINFAIR Holdings Limited
Party
B:
Xinyang Hongchang Channel Gas Engineering Co., Ltd.
Party
C:
Mai XiaoFu
Party
D:
Xxxx Xxxxxxx
Party
E:
Yu Zhiyang
Party
F:
Xxxx Xxxxxxx
Through
friendly negotiations, herewith Party B, C, D, E and F have agreed to enter
into
this Agreement on Share Transfer to Party A as follows:
| 1. |
All
parties have unanimously agreed with all the terms and conditions
disclosed in the Agreement on the Equity Acquisition of Henan Jinding
Chemical Industry Co., Ltd. Between Henan Jinding Chemical Industry
Co.,
Ltd. and KINFAIR Holdings Limited (as the Acquisition Agreement hereafter)
and based on such Acquisition Agreement, the total equity interest
transferred is RMB 38,000,000.
|
| 2. |
Party
B, C, D, E and F are all willing to transfer all their holdings in
63.63%,
15%, 9%, 5%, 3.685% and 3.685% respectively to Party A and would
receive
the capital amount pro rata once the equity has been
transferred.
|
| 3. |
Once
the equity transfer is accomplished, Party A shall fully own 100%
interest
of Henan Jinding Chemical Industry Co.,
Ltd.
|
| 4. |
For
other issues, the Acquisition Agreement shall
apply.
|
With
seal
and signatures on behalf of:
Party
A:
KINFAIR Holdings Limited
Representative:
Xxxx Xxxxxxx
Party
B:
Xinyang Hongchang Channel Gas Engineering Co., Ltd.
Representative:
Xxxx Xxxxxxxx
Party
C:
Mai XiaoFu
Party
D:
Xxxx Xxxxxxx
Party
E:
Yu Zhiyang
Party
F:
Xxxx Xxxxxxx
Dated
on
February 29, 2006
