EXHIBIT 10.1
CDI PAN ASIA MAGNESIUM CO., LTD.
JOINT VENTURE AGREEMENT
PARTY A: SHAREHOLDER 1:
SHANXI JINYANG COAL AND COKE GROUP CO., LTD.
South Nailin Village
Jiaocheng, Shanxi Province
China 030500
Legal Representative: Xxxxxx Xxxx
SHAREHOLDER 2:
RUNLIAN TIAN
Xi Jie 00, Xxxxxxx Xxxxxxxx
Xxxxxxxxx, Shanxi Province
China 030500
PARTY B: CDI CHINA, INC.
0000 X. Xxxxxxx Xxx, Xxx 000
Xxxx Xxxxx, XX 00000
Legal Representative: Yuejian (Xxxxx) Xxxx
This investment agreement is made and entered into on September 28, 2007 by and
among CDI China, Inc. a Florida corporation ("CDI China" or "Party B"), a wholly
owned subsidiary of China Direct, Inc., a Florida corporation ("CDI"), and
Shanxi Jinyang Coal and Coke Group Co., Ltd. a Chinese limited liability company
("Jinyang group") and Runlian Tian, the 55% and 45% shareholders, respectively,
of Shanxi Jinyang Metal Chemical Co., Ltd.("Jinyang Metal"). The agreement
should be effective on October 1, 2007 unless there is any delay agreed upon
among the parties.
Based on mutual understanding and discussion, Party A and Party B decide to
invest corporately and form CDI Pan Asia Magnesium Co., Ltd., a joint venture
with a registered capital of RMB 100 million ($ 13.3 million).
ARTICLE 1. NAME AND ADDRESS OF JINYANG METAL
Shanxi Jinyang Metal Chemical Co., Ltd. ("Jinyang Metal")
South Nailing Village
Jiaocheng, Shanxi Province
China 030500
ARTICLE 2. ORIGINAL REGISTERED CAPITAL OF JINYANG METAL
Jinyang Metal's original registered capital is RMB 27.5 million ($ 3.67
million)
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ARTICLE 3. SHAREHOLDER PERCENTAGE OF OWNERSHIP OF JINYANG METAL
Shareholder 1: Shanxi Jinyang Coal and Coke Group Co., Ltd. ("Jinyang
Group") invested XXX 00 million (US $ 2 million) and owns 54.545% of Jinyang
Metal.
Shareholder 2: Runlian Tian invested RMB 12.5 million ($1.67 million)
and owns 45.455% of Jinyang Metal.
ARTICLE 4. ACKNOWLEDGEMENT AND APPROVAL
This investment agreement is acknowledged by both Party A and Party B.
ARTICLE 5. CAPITAL INFUSION PLAN
1) The total investment will be XXX 000 million ($26.67 million), the
new registered capital will be increased from RMB 27.5 million ($3.67 million)
to XXX 000 xxxxxxx (x00.0 million). The increased registered capital of RMB 72.5
million ($9.67 million) will be infused by both Party A and Party B.
2) CDI China desires to invest XXX 00 million ($6.8 million) with cash
as part of increased registered capital, and Party A will invest with fixed
assets.
3) Within 90 days after the joint venture's business license is issued,
Party A shall deliver its investment of RMB 27.5 million ($3.565 million) with
tangible assets (plants, equipments and etc); CDI China shall infuse an initial
capital of RMB 15.3 million (US $2.04 million). The remainders will be infused
by 24 month after the establishment of the joint venture.
ARTICLE 6. NEW REGISTERED CAPITAL AND TOTAL INVESTMENT
New Registered Capital will be XXX 000 million. (US $ 13.3 million)
Total Investment will be RMB 200 million. (US $ 26.67 million)
ARTICLE 7. SHAREHOLDER AND PERCENTAGE OF OWNERSHIP AFTER CAPITAL INFUSION
Shareholer 1: Jinyang Group invests RMB 26.73 million ($ 3.565 million)
with plants, equipments that it owns and gets 26.73% shares of the joint
venture.
Shareholder 2: Runlian Tian invests RMB 22.27 million ($ 2.969 million)
with plants, equipments that she owns and gets 22.27% shares of the joint
venture
Shareholder 3: CDI China invests XXX 00 million ($6.8 million) with
cash and gets 51% shares of the joint venture.
ARTICLE 8. FORCE MAJEURE
When either party cannot perform partial or all obligations specified in this
agreement due to force majeure, the nonfeasance is not regarded as a breach of
contract. Within 15 days since the
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event occurs, the party encountering force majeure should inform the counterpart
party in written of the event, inability to perform obligations, and request for
delaying performance of the agreement. The force majeure is the unpredictable
and unavoidable political events, natural disasters, and changing social
security situation that have direct effect on the performance of this agreement.
ARTICLE 9. CONFIDENTIALITY.
All involved parties should keep the information strictly confidential that are
obtained by signing and performing this agreement, including the terms,
negotiation details, object of the agreement, and business secrets of involved
parties. The amount of registered capital is the only item that all parties can
disclose to public without restriction.
The involved parties can disclose the name and address of the agreement under
the following conditions: (1) when required by laws and regulations (2) when
requested by government agencies and supervising authorities (3) when disclose
to professional consultants and attorneys of the party, if applicable (4) when
public has access to the information without assistance of the party (5) when
written disclosure request is approved by all involved parties
The enforceability of the terms of confidentiality is not limited to the period
during which this agreement takes effect. The terms still apply to all involved
parties after the agreement terminates.
ARTICLE 10. COPIES OF THIS AGREEMENT
This agreement has four copies. Each copy has the same legal validity. The
agreement takes effect upon signature and stamping. This agreement comes into
force with corporation by-law simultaneously. Both parties will negotiate on the
issues that are not addressed in this agreement.
Party A:
Shareholder 1: Shanxi Jinyang Coal and Coke Group Co., Ltd. ("Jinyang Group")
Authorized Representative:
______________________ (Signature)
Shareholder 1: Runlian Tian
Authorized Representative:
______________________ (Signature)
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Party B:
CDI China, Inc.
Authorized Representative:
______________________ (Signature)
Signed on September 28, 2007
In Jiaocheng, Shanxi Province
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