M&A Agreement

 
Exhibit
10.1

Unofficial
English Translation Solely for Convenience

M&A
Agreement


        

              Party
      A: 

              Shouguang
      Haoyuan Chemical Co., Ltd
("Haoyuan")

            

      

        

              Party
      B: 

              LI
      Jinjin, WANG Qiuzhen

            

      

1.           Party
A acquires from Party B all the assets (see attached table of itemized assets)
of the bromine factory (annual bromine production  capacity of 3,000
ton and annual salt production capacity of 100,000 ton) located at east side of
Yangzhuang Village, Yangkou Township, Shouguang City; the final consideration of
the acquisition is determined to be XXX 00 xxxxxxx (xx which 95% to be paid in
cash and 5% in stocks issued by Haoyuan's US parent company with the stock price
based on the average price of the last 30 trading days prior to the transaction
date).   As of June 7, 2010, the effective date, the average
price of the last 30 trading days of the stock is $9.859; and, based on the
average currency rate of $1=RBM6.8281 published by Bank of China, Haoyuan's US
parent must issue to Party B 70,560 shares, of which 65,560 shares shall be
issued to LI Jinjin and 5,000 shares to WANG Qiuzhen.  Party A must
issue those shares to Party B within 20 days upon the completion of the delivery
date.

2.           Upon
completion of the M&A, the ownership of all the factory buildings,
production facilities, water xxxxx, underwater cables, electricity provision
facilities that are currently in Party B's ownership shall belong to Party
A.  Party B shall be responsible for its original debt claims and loan
obligations.  In addition, Party B shall ensure that the unusable
xxxxx listed on the table of itemized assets) must not exceed 10 and the length
of unusable water ditches must not exceed 200 meters; otherwise, there shall be
a deduction, from the total consideration hereunder, at the rate of 2 times the
replacement cost.

3.           Party
B promises that Party B will automatically dissolve the land lease contract
between Party B and the village in the production area with regard to 3.07
km2 land
and that Party B shall assist our company [sic, meaning Haoyuan] in entering
into a new land lease contract with the village for the remaining term of the
lease; otherwise, Party B shall pay 10% of the security deposit as compensation
to Party A.  Party B shall pay the lease rent of the land lease for
the term prior to July 1, 2010 and Party A shall pay the lease rent
thereafter.

4.           Party
B promises that it will dissolve the employment contracts with its original
factory workers and pay them their salaries and compensation pursuant to the
relevant laws and statutes of the State; Party A has the right
to  recruit its own employees based on its need.

5.           Party
B promises that it will settle all the contracts with its original suppliers and
customers, and resolve all corresponding debt claims and loan
obligations.  Party A has the right to choose its new suppliers and
customers and enter into new contract with them.
 
 
 

            
          
 
 
6.           Party
A only purchases the production-related facilities and inventories, which has no
relationship with the original operating entity , and will not assume any rights
and obligations from the original operating entity.

7.           Upon
execution of this Agreement, Party A shall pay 20% of the cash portion of the
consideration in the total amount of RMB 18.08 million as security deposit; upon
payment of the deposit, Party A will enter the premise to commence the
production organization.  Within 3 days upon the execution of this
agreement, Party A and Party B shall form an assets inventory group to take
inventory of Party A's [sic] assets on the premise.  Upon completion
of the asset inventory,  and on the condition that there is no
dispute, Party B [sic] shall pay the cash portion of the
total  transfer consideration.  If Party B [sic] fails to
pay the remaining cash portion of the acquisition consideration on time, Party A
[sic] has the right to terminate the M&A agreement, and Party A [sic] shall
keep the security deposit, recover all the assets of the bromine factory and
have no legal responsibility.

8.           If
Party A fails to pay the remaining cash portion of the acquisition consideration
on time pursuant to Article 7 above, Party B has the right to terminate the
M&A agreement, and Party B shall keep the security deposit, recover all the
assets of the bromine factory and have no legal responsibility.

9.           The
two parties shall discuss supplemental agreement regarding other matters not
covered herein and the supplemental agreement shall have the same legal
effect.  Any dispute about this agreement may be submitted to the
People's Court of Shouguang City.

10.         This
agreement is in duplicate, with one to each party.

 

        

              Party
      A: 

              Shouguang
      Haoyuan Chemical Co., Ltd (company
seal)

            

      
Legal
Representative: /s/
Xxxx Xxxx


        

              Party
      B: 

              LI
      Jinjin /s/ Li
      Xxxxxx

            

      
XXXX
Qiuzhen /s/ Wang
Qiuzhen


June 7,
2010
 
 
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M&A Agreement

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