Chinese to English translation] Lingshi Xinghai Magnesium Industry Co., Ltd. Equity Transfer Contract Amendment Entered by Taiyuan Ruiming Yiwei Magnesium Industry Co., Ltd (Party A) And Taiyuan Yiwei Magnesium Industry Co., Ltd. (Party B) And Lingshi...
Exhibit 10.3
[Chinese to English translation]
Lingshi Xinghai Magnesium Industry Co., Ltd.
Equity Transfer Contract Amendment
Entered by
Taiyuan Ruiming Yiwei Magnesium Industry Co., Ltd
(Party A)
And
Taiyuan Yiwei Magnesium Industry Co., Ltd.
(Party B)
And
Lingshi Xinghai Magnesium Industry Co. Ltd.
(Target Company)
And
CDI China, Inc.
And
Pine Capital Enterprises, Inc.
And
Xxxxx Xxxxx
January 12, 2012
This amendment (the “Amendment”) was entered by and between the following parties on January 12, 2012 by:
(a) Party A: Taiyuan Ruiming Yiwei Magnesium Industry Co. Ltd., a limited liability company formed and existing under the laws of China with registered address at Shagou Village, Yangqu County, Taiyuan, Shanxi Province, China.
Authorized Representative of Party A: Xxxxxxx Xxxx
Title：Chairman
Nationality: U.S. Citizen
(b) Party B: Taiyuan Yiwei Magnesium Industry Co., Ltd, a limited liability company formed and existing under the laws of China with registered address at Yangqu County, Xxxxx Town, Fujiayao Village, the office address is 910, 9th Floor, MeGa Mall Business Center, 00 XxXxx Xxxxxx, Xxxxxxx Xxxx, XxxxXx Xxxxxxxx, Xxxxx.
Authorized Representative of Party B: Xxxxx Xxxxx
Title: Chairman
Nationality: China
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(c)
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Target Company: Lingshi Xinghai Magnesium Industry Co., Ltd., a limited liability company formed and existing under the laws of the China with registered address at ZhijiaZhuang Village, Duanchun Town, Lingshi County, JinZhong City, Shanxi Province, China
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Authorized Representative of the Target Company: Xxxxxxxx Xxxx
Title：Chairman
Nationality: China
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(d)
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CDII: China Direct Industries, Inc., a Florida corporation with its registered address at 000 Xxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxx Xxxxx, Xxxxxxx 00000
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Authorized Representative of CDII: Xxxxxxx Xxxx
Title：Chief Executive Officer
Nationality: U.S.
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(e)
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CDI China, Inc., a Florida corporation with its registered address at 000 Xxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxx Xxxxx, Xxxxxxx 00000 (“CDI China”);
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Authorized Representative of CDI China: Xxxxxxx Xxxx
Title：Chief Executive Officer
Nationality: U.S.
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(f)
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Pine Capital: Pine Capital Enterprises, Inc., a limited liability company formed and existing under the laws of the Cayman Islands with its registered address at 51, 5th Fl, Xxxxxxxxx Xxxxx, Xxxxx Xxxxx XX0000, XXX Brunei Darassalam.
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Name: Xiaorui Su
Title: Executive Director
Nationality: China
(g) Xxxxx Xxxxx
Nationality: China
The parties above will be collectively referred to as the “Parties”, or individually referred to as “One Party”.
Through negotiation and consultation, the Parties agree to sign this amendment to the Lingshi Xinghai (“Target Company”) 100% Equity Transfer Contract (“Original Agreement”) dated August 30, 2011.
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I.
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The clause in regards to the closing date under Section 4.3 of the Original Agreement is hereby amended to be February 29, 2012. The Parties agree to delete Section 4.3.1 in the Original Agreement and replace it with:
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4.3.1 Closing: The date of closing (“Closing Date”) of the transactions contemplated by this Contract shall occur following completion of the conditions set forth in Section 4.4, and upon delivery of the Purchase Price as described in Section 4.2 herein. The Closing shall take place at a mutually agreeable time and place but in no event later than February 29, 2012.
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II.
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If there is dispute between this Amendment and the Original Agreement, this Amendment shall prevail. This Amendment shall act as supplementary agreement to the Agreement, and is automatically terminated at the termination of the Agreement.
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III.
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This Amendment shall have fourteen copies of the same format, each party holds two copies.
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Party A: Taiyuan Ruiming Yiwei Magnesium Industry Co., Ltd
Signature: /s/ Xxxxx (Yuejian) Wang
Printed Name: Xxxxx (Yuejian) Wang
English Name:
Title:
Nationality:
Party B: Taiyuan Yiwei Magnesium Industry Co. Ltd.
Signature: /s/ Xxxxx Xxxxx
Printed Name: Xxxxx Xxxxx
English Name:
Title:
Nationality:
Target Company: Lingshi Xinghai Magnesium Industry Co. Ltd.
Signature: /s/ Xxxxx Xxxxx
Printed Name: Xxxxx Xxxxx
English Name:
Title:
Nationality:
Signature: /s/ Xxxxx (Yuejian) Wang
Printed Name: Xxxxx (Yuejian) Wang English Name:
Title:
Nationality:
CDI China, Inc.
Signature: /s/ Xxxxx (Yuejian) Wang
Printed Name: Xxxxx (Yuejian) Wang
English Name:
English Name:
Title:
Nationality:
Pine Capital Enterprises Inc.
Signature: /s/ Xiaorui Su
Printed Name: Xiaorui Su
English Name:
Title:
Nationality:
Xxxxx Xxxxx
Signature: /s/ Xxxxx Xxxxx
Printed Name: Xxxxx Xxxxx
English Name:
Nationality:
