Asset Exchange Agreement
Exhibit
10.1
Party
A:
Shanxi Puda Coal Group Co.
Registered
Address: Xx. 000, Xxxxx Xxxxxx, Xxxxxxx, Xxxxxx Xxxxxxxx
Legal
Representative: Xxxx Xxxx
Party
B:
Lingshi County Jinliao Coal & Chemical Co., Ltd.
Registered
Address: Liangdu Industrial Park of Lingshi County
Legal
Representative: Zhang Laiyi
WHEREAS,
the annual production of the coal washing plant owned by Party A is 400,000
metric tons, and the annual production of the coal washing plant owned by Party
B is 1.2 million metric tons; and
WHEREAS,
Party A wishes to expand its production capacity.
NOW
THEREFOR, Party A and Party B (collectively, “Parties”) hereto agree
upon such exchange (the “Asset Exchange”) of all assets of the coal washing
plant owned by Party A plus additional cash for all assets of the coal washing
plant owned by Party B.
| 1. |
The
board of directors of Shanxi Puda Coal Group Co. has made a resolution
approving the Asset Exchange of all assets of its 400,000-MT coal
washing
plant, evaluated at RMB 11.50 million, plus RMB 45.50 million in
cash, for
all assets of Chongjie Coal Washing Plant, owned by Lingshi Jinliao
Coal
& Chemical Co., Ltd., evaluated at XXX 00 million.
|
| 2. |
The
board of directors of Lingshi Jinliao Coal & Chemical Co., Ltd. has
made a resolution approving the Asset Exchange of all assets of Chongjie
Coal Washing Plant, evaluated at XXX 00 million, for all assets of
the
coal washing plant owned by Shanxi Puda Coal Group Co. plus additional
cash with a total value of RMB 57
million.
|
Through
friendly consultation, both Parties agree to the following terms of the Asset
Exchange (the “Agreement”):
|
I.
|
Description
of the Asset Exchange
|
Shanxi
Puda Coal Group Co. exchanges all assets of its coal washing plant, located
in
Shachuan Village, Liulin County, Shanxi Province (“Plant A”), plus additional
cash, with a total value of XXX 00 million, for all assets of Chongjie Coal
Washing Plant, owned by Lingshi Jinliao Coal & Chemical Co., Ltd., located
at Xx Xxxxxx Villagers’ Group, Tai Village, Liang Du Township, Lingshi County
(“Plant B”).
|
II.
|
Considerations
of the Asset Exchange
|
|
a.
|
Assets
Exchanged from Party A to Party B:
|
All
assets of Plant A, which is owned by Party A, with a book value of RMB 11.5
million (the schedule of assets is attached to this Agreement).
|
b.
|
Assets
Exchanged from Party B to Party A:
|
All
assets of Plant B, which is owned by Party B, with a book value of XXX 00
xxxxxxx (xxx xxxxxxxx of assets is attached to this Agreement).
|
c.
|
Pricing
and Evaluation of the Asset
Exchange
|
Pricing
of the exchanged assets is based on book value as prepared and maintained by
both Parties. Assets of Plant A are evaluated at RMB 11.5 million. Assets of
Plant B are evaluated at RMB 57 million.
|
d.
|
Additional
Cash
|
Both
Parties agree that the price differential of RMB 45.5 million in this Asset
Exchange will be paid in Additional Cash by Shanxi Puda Coal Group Co. to Party
B.
|
III.
|
Rights
and Obligations of Both Parties
|
|
a.
|
Rights
and Obligations of Party A:
|
|
i.
|
Party
A warrants that it owns Plant A, which is free from any lien, mortgage
or
any other encumbrance which may affect this Asset
Exchange;
|
|
ii.
|
Upon
the completion of this Asset Exchange, Party A shall assist Party
B in
completing necessary transfer procedures, and shall provide documentation
as may be required in a timely
manner.
|
|
b.
|
Rights
and Obligations of Party B:
|
|
i.
|
Party
B warrants that it owns Plant B, which is free from any lien or any
other
encumbrance right which may affect this Asset
Exchange;
|
|
ii.
|
Upon
the completion of this Asset Exchange, Party B shall assist Party
A in
completing necessary transfer procedures, and shall provide documentation
as may be required in a timely
manner.
|
|
IV.
|
Performance
and Payment
|
|
a.
|
Within
ten days after the execution of this Agreement, both Parties shall
designate representatives to take necessary procedures to complete
the
asset transfers.
|
|
b.
|
Party
A shall remit the Additional Cash, in the amount of RMB 45.50 million,
to
party B within three days of the completion of such asset transfers.
|
|
V.
|
Liabilities
of Breach
|
In
the
event of delayed performance after the execution of this Agreement, the delaying
Party shall pay to the non-delaying Party a daily damage, in the amount of
0.5%
of the total value unperformed.
|
VI.
|
Miscellaneous
|
|
a.
|
This
Agreement shall be executed in six copies, three to be kept by each
Party.
The Agreement shall become effective when signed and sealed by both
Parties.
|
|
b.
|
This
Agreement shall be deemed executed at the location of Party A. In
the
event of dispute not resolved through consultation, the moving Party
may
submit the dispute to the People’s Court sitting at the location of
execution of this Agreement.
|
|
c.
|
Upon
the completion of this Asset Exchange, the business licenses of both
Parties shall remain valid and in effect. Each Party shall be responsible
for updating its business address as it may become
necessary.
|
Party
A:
Shanxi Puda Coal Group Co. (Seal)
Legal
Representative: /s/ Xxxx Xxxx
Signed:
June 6, 2007
Party
B:
Lingshi Jinliao Coal & Chemical Co., Ltd. (Seal)
Legal
Representative: /s/ Zhang Laiyi
Signed:
June 6, 2007
Asset
list--Puda Liulin Dongqiang Coal Washing
Plant
|
Name
|
Quantity
|
Book
Value('000 RMB)
|
|||||
|
Office
Building
|
1
|
1,246
|
|||||
|
Plant
|
1
|
2,287
|
|||||
|
Coal
Washing Machine
|
2
|
2,000
|
|||||
|
Pump
|
4
|
120
|
|||||
|
Belt
Conveyor
|
4
|
220
|
|||||
|
Compressor
|
3
|
630
|
|||||
|
Forklift
|
4
|
1,200
|
|||||
|
Bulldozer
|
2
|
218
|
|||||
|
Floatation
Machine
|
1
|
324
|
|||||
|
Testing
Equipment
|
1
|
92
|
|||||
|
Electrical
Pump
|
2
|
436
|
|||||
|
Car
and Truck
|
6
|
2,100
|
|||||
|
Computer
|
6
|
64
|
|||||
|
Copier
|
3
|
19
|
|||||
|
Projector
|
2
|
17
|
|||||
|
Printer
|
2
|
4
|
|||||
|
Central
Air Conditioner
|
1
|
524
|
|||||
|
Total
|
11,501
|
||||||
Asset
List--Lingshi Jinliao Coal Washing
Plant
|
Name
|
Quantity
|
Book
Value('000 RMB)
|
|||||
|
Land
use right&Plant
|
3,957
|
||||||
|
Compressor
|
1
|
740
|
|||||
|
Pump
|
7
|
635
|
|||||
|
Centrifugal
Dewatering Machine
|
2
|
1,142
|
|||||
|
Sift
|
3
|
5,253
|
|||||
|
Desliming
Screen
|
1
|
523
|
|||||
|
Magnet
Beneficating Machine
|
1
|
1,934
|
|||||
|
Scraper
|
1
|
720
|
|||||
|
Filter
Press
|
3
|
3,485
|
|||||
|
Floating
Beneficating Machine
|
2
|
5,996
|
|||||
|
Monitoring
Equipment
|
3
|
4,295
|
|||||
|
Thickening
Machine
|
1
|
3,830
|
|||||
|
Furnace
|
1
|
157
|
|||||
|
Crusher
|
3
|
1,977
|
|||||
|
Belt
conveyor
|
5
|
4,275
|
|||||
|
Adaptor
|
6
|
1,192
|
|||||
|
Scale
|
3
|
858
|
|||||
|
Bulldover
|
2
|
760
|
|||||
|
Loader
|
2
|
1,216
|
|||||
|
Oil
Tank
|
1
|
69
|
|||||
|
Jigging
Machine
|
2
|
1,198
|
|||||
|
Cyclone
|
2
|
2,050
|
|||||
|
Fuel
Dispenser
|
2
|
27
|
|||||
|
High
Voltage Equipment
|
2
|
1,926
|
|||||
|
Power
Generator
|
1
|
2,650
|
|||||
|
Coal
Feeder
|
2
|
1,037
|
|||||
|
Processor
|
1
|
560
|
|||||
|
Desliming
Cone
|
2
|
1,364
|
|||||
|
Coal
Middlings Dewatering Machine
|
1
|
405
|
|||||
|
Digger
|
1
|
948
|
|||||
|
Filter
|
1
|
669
|
|||||
|
Shale
Tank
|
3
|
897
|
|||||
|
Testing
Equipment
|
1
|
161
|
|||||
|
Oil
Cone
|
1
|
47
|
|||||
|
Roots
Blower
|
1
|
57
|
|||||
|
Total
|
57,010
|
||||||
