Share Purchase Agreement
Party
A:
Inner-Mongolian Xiangzhen Mining Group Ltd. Co.
Office
Location: Wulanhua Town, Siziwang Qi, Inner-Mongolia
Legal
representative: Xx Xxxxxxxx
Party
B:
Xinjiang Tianxiang Development Co. of New Technology
Office
Location: 00 Xxxxxxx Xxxxx Xxxx, Xxxxxx, Xxxxxxxx
Legal
Representative: Pang Jun
Whereas
Party B owns 20% of Xingzhen Mining Ltd. Co. of Buerjin County, Xinjiang
(“Xingzhen Co.”), and Xingzhen Co. owns the mining right of Keyinbulake
Copper-Zinc Mine, Buerjin County, Xinjiang, a mine with a considerable reserve
of copper, zinc and other non-ferrous metals which potentially is economically
minable. After negotiation between the two parties, an agreement has been
reached by which Party A shall pay cash to purchase 10% of Party B’s ownership
of Xingzhen Co. Party A and Party B have agreed upon the following clauses
which
both parties shall abide by.
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1.
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Party
B agrees to transfer to Party A 10% of Party B’s ownership of Xingzhen Co.
for a consideration of Three Million Five Hundred Thousand
Reminbi (3,500,000 RMB). Within 15 days after this agreement is
signed, a
payment of 3,500,000 RMB by Party B shall be deposited into a bank
account
designated by Party B.
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2.
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Party
B shall warrant that the assets whose ownership is being transferred
in
this agreement have by no means been assigned, collateralized or
mortgaged, nor claimed by any third parties. The ownership which
is being
transferred is impeccably owned by Party B and transferable fully
and
legally by Party B to others. Party B shall indemnify of financial
and
legal responsibilities which this ownership transfer may
cause.
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3.
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Party
A and Party B agree that Party B shall simultaneously transfer
5% of its
ownership to Mengxin Investment Co. of Wulatehou Qi, Inner-Mongolia,
and
Party A shall surrender its pre-emptive right. After this ownership
transfer, Party A shall own 90% of Xingzhen Co. and Party B shall
own 5%
(net equity). Party A shall be committed to subsequent investments
in mine
exploration and development, and Party B’s ownership of 5% in Xingzhen
shall not be diluted.
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4.
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Within
20 days after the legal transfer of ownership, Party B shall work
cooperatively with Party A to complete legal and regulatory registration
of the ownership transfer from Party B to Party A as required by
central
and local governments.
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5.
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Breach
of contract. One party of this agreement who fails to fulfill this
agreement properly or fully shall remedy another party of this
agreement
for its failure.
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6.
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Changes
or termination of this agreement.This agreement may be changed
or
terminated in the case of force majeure or at the mercy of the
uncontrollable by no-fault party of this agreement which prevents
this
agreement from performing. No change or termination shall be valid
unless
Party A and Party B sign to agree
upon.
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7.
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Laws
and legal settlement of disputes. This agreement shall be governed
by the
laws of China. Any dispute which arises due to or related to this
agreement shall be settled between Party A and Party B through
deliberation and negotiation. Any dispute which cannot be settled
shall be
arbitrated in the place of deliberation and
negotiation.
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8.
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This
agreement shall be in four copies, and each party shall keep two
copies.
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9.
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Any
issue which is not covered by this agreement shall be subject to
amendment
which shall be made by the two parties. Amendments shall be of
equal legal
power as this agreement
itself.
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Party
A:
Inner-Mongolian Xiangzhen Mining Group Ltd. Co. (corporate seal
stamped)
Legal
representative: (signed)
Bank:
Bank
Account No.:
Party
B:
Xinjiang Tianxiang Development Co. of New Technology (corporate seal
stamped)
Legal
representative: (personal seal stamped)
Bank:
Bank
Account No.:
This
Agreement was signed on June 25, 2007
