Agreement
Agreement
Party
A:
Taiyuan Xin Kai Yuan Hotel and Restaurant Co. Limited
Place:
Legal
Representative:
Special
Authorized Agent: Xxxx
Xxx,
Male,
ID
Number: 000000000000000000
Party
B:
Shanxi Puda Coal Group Co.
Place:
Legal
Representative:
In
accordance with the Contract Law of People’s Republic of China, and through
mutual negotiation, this Agreement is entered into by and between Party A and
Party B regarding the transfer of Muguashan Coal Mine (the “Coal Mine”), located
at Duanjia Village, Jingle County, Shanxi Province of China:
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1.
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Party
A agrees to transfer the Coal Mine to Party B.
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2.
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The
aggregate transfer price shall be RMB Four Hundred Sixty Million
(RMB
460,000,000). Party B shall be responsible to pay the coal resource
fees
for the Coal Mine.
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3.
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Party
A entrusts Xxxx Xxx to be its special authorized agent, responsible
for
negotiating with Party B on matters relevant to the Coal Mine transfer.
Party A agrees to bear all the liabilities
therefor.
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4.
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Terms
and Method of Payment:
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4.1 Party
A
shall obtain, within two months after the execution of this Agreement, a Mining
Permit of the Coal Mine for the benefit of Party B, with annual coal production
capacity of 900,000 metric tons;
4.2
Party B
shall pay an amount of RMB 200 million to Party A within 10 business days after
the receipt of the Mining Permit of the Coal Mine.
4.3 Party
A
is responsible to obtain a Commencement Report to start the construction of
the
Coal Mine from relevant local government authorities in charge of coal business.
Party B shall pay an amount of RMB 150,000,000 to Party A within 10 business
days after the receipt of the Commencement Permit.
4.4 Party
B
shall pay the remaining purchase price, XXX 000 million, within one year after
the receipt of the Commencement permit of the Coal Mine.
The
above
payments shall be transferred and deposited by Party B to a bank account
designated in writing by the agent of Party A, Xxxx Xxx.
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5.
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Obligations
of Party A and its Agent, Xxxx Xxx
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5.1 Representing
that the Coal Mine is not subject to any dispute or controversy, and all the
materials provided to Party B is true, complete and legitimate.
5.2 Obtaining
the Mining Permit and the Commencement Permit of the Coal Mine within the agreed
time frame. Party A shall bear the relevant expenses incurred therefrom.
5.3 Assisting
Party B in dealing with the relations between the Coal Mine and the local
(government).
5.4 Responsible
to pay for all the taxations and fees in connection with the transfer of the
Coal Mine.
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6.
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Obligations
of Party B:
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6.1 Paying
the transfer price according to the payment schedule.
6.2 Bearing
the coal resource fees of the Coal Mine.
6.3 Bearing
relevant expenses incurred from other formalities except for those of obtaining
the Mining Permit.
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7.
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Special
Covenants
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If
Party
A is not able to obtain the Mining Permit of the Coal Mine within the agreed
time frame and in accordance with the requirements, Party B has the right to
unilaterally terminate the agreement and Party A and its agent, Xxxx Xxx shall
be liable for any related loss.
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8.
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Liability
for Breach of the Agreement
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Any
Party
who breachs this Agreement shall compensate for all the economic losses suffered
by the non-breaching Party therefrom.
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9.
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Any
dispute arising from this Agreement shall be settled through negotiation
by both Parties. If the negotiation fails, either Party may start
the
legal proceedings with the People’s Court at the domicile place of Party
B.
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10.
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Matters
not covered in this Agreement may be dealt with in supplementary
agreement
to be entered into by Party A and Party B separately. The supplementary
agreement shall have the same legal force as this Agreement.
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11.
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This
Agreement shall be effective since it being executed and stamped
by both
Parties.
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12.
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This
Agreement is executed in duplicate. Party A and Party B shall hold
one
counterpart, both of which are equally authentic.
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| Party A: Taiyuan Xin Kai Yuan Hotel and Restaurant Co. Limited | Party B: Shanxi Puda Coal Group Co. |
| Special Authorized Agent: Xxxx Xxx |
September
6,
2007
