Equity and Asset Transfer Heads of Agreement
Exhibit
10.46
Equity
and Asset Transfer Heads of Agreement
This
Equity and Asset Transfer Heads of Agreement sets out the proposed terms for
a
purchase by China Global Mining Resources Limited or its nominee (the
“Purchaser”)
of
equity in Nanjing Sudan Mining Co., Ltd [ ] and assets from Maanshan
Zhaoyuan Mining Co., Ltd [ ] and assets from Xiaonanshan Mining Co.,
Ltd [ ] (the “Transactions”).
(a) The
Sellers are:
(i)
|
Lu
Benzhao [ ] of Xxxx 000, Xx. 00 Xxxxxx Xxxxxxx, Xxxxxxx
District, Maanshan, Auhui;
|
(ii)
|
Xx
Xxx [ ] of Xxxx 000, Xx. 00 Xxxxxx Xxxxxxx, Xxxxxxx District,
Maanshan, Auhui;
|
(iii)
|
Maanshan
Zhaoyuan Mining Co., Ltd [ ] (“Zhaoyuan”)
of Xx. 0 Xxxxxxxxx Xxxx, Xxxxxxxx and Technology Development Zone,
Maanshan, Anhui; and
|
(iv)
|
Xiaonanshan
Mining Co., Ltd [ ] (“Xiaonanshan”)
of Xiaonanshan, Huoli Town, Huashan District, Maanshan,
Anhui,
|
(collectively,
the “Sellers”).
(b)
|
The
Sellers hold licences to mine iron ore at Maanshan and Xiaonanshan
(“Mining
Sites”
or
the “Mines”),
which licences include those described in Schedule 1 (“Licences”).
|
The
Purchaser is China Global Mining Resources Limited with its registered address
at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British
Virgin Islands or its nominee.
The
Purchaser shall purchase:
(a)
|
52%
of the registered capital of Nanjing Sudan Mining Co., Ltd [ ]
of Danyang (Hengxi) Town; Jiangning District, Nanjing, Jiangsu
(“Sudan”)
from Xx Xx Benzhao; and
|
(b)
|
48%
of the registered capital of Sudan from Xx Xx Xxx;
and
|
(c)
|
the
assets described in Schedule 1 from Zhaoyuan or Xx Xx Benzhao or
Xx Xx
Xxx, as the case may be, along with any other assets owned or used
in
connection with such mining rights (including any renewal, variation
or
expansion of any Licence, which shall also be referred to as “Licences”)
and the operation of the Mine Site;
and
|
(d)
|
the
assets described in Schedule 1 from Xiaonanshan or Xx Xx Benzhao
or Xx Xx
Xxx, as the case may be, along with any other assets owned or used
in
connection with such mining rights (including any renewal, variation
or
expansion of any Licence, which shall also be referred to as “Licences”)
and the operation of the Mine Site;
and
|
(e)
|
management
services from Xx Xx Benzhao or his nominee, as detailed in clause
1l of
this Equity and Asset Transfer Heads of
Agreement.
|
The
Sellers acknowledge the receipt and sufficiency from the Purchaser of a deposit
in the amount of HKD 20 million (“First
Deposit”).
Within
10
working days of the execution of the Exclusive Supply Agreement (as defined
in
clause 6.1 (f) below), the Purchaser shall pay to the Sellers a further deposit
of HKD 20 million (“Second
Deposit”).
The
First
Deposit and the Second Deposit and any other amounts (“Additional
Amounts”)
that
are paid by the Purchaser to the Sellers prior to completion of the Transactions
shall be set-off against the Purchase Price to be paid to the Seller and the
Purchase Price shall be correspondingly reduced by the First Deposit, the Second
Deposit and any Additional Amounts.
The
price
to be paid by the Purchaser to the Sellers shall be USD 66 million or its RMB
equivalent (“Purchase
Price”),
which
shall be paid in cash or in shares in a listed company as shall be determined
by
the parties. The Purchase Price shall be reduced by the amount to be paid to
Xx
Xx Benzhao pursuant to the MSC (as defined below in clause 11).The portion
of
the Purchase Price to be paid to each Seller shall be specified in the
Definitive Documents.
(a)
|
In
consideration of the Purchaser entering into this Equity and Asset
Transfer Heads of Agreement, the Sellers and Sudan shall not, and
shall
procure that their affiliates shall not, from the date of signing
this
Equity and Asset Transfer Heads of Agreement and 3 May
2012:
|
(i)
|
solicit
offers from;
|
(ii)
|
negotiate
or hold discussions with; or
|
(iii)
|
enter
into any agreement or arrangement
with,
|
any
person other than the Purchaser:
(i)
|
to
sell or transfer or encumber any part of their equity interest in
the
registered capital of Sudan, Zhaoyuan and Xiaonanshan;
or
|
(ii)
|
to
sell, transfer or lease any assets owned or operated by the Sellers
or
Sudan in connection with the Mining Sites, including the Licences;
or
|
(iii)
|
to
borrow, exchange for value, receive as a gift, or otherwise, any
amount
that is applied to, received or used in connection with the Mines
or the
Licences.
|
(b)
|
In
consideration of the Purchaser entering into this Equity and Asset
Transfer Heads of Agreement the Sellers shall not, and shall procure
that
their affiliates shall not, from the date of signing this Equity
and Asset
Transfer Heads of Agreement, develop, finance, or mine at the Mine
Site or
sell, gift, or exchange for value any product derived from the Mine
Site,
without the consent of the
Purchaser.
|
(a)
|
The
Sellers and Sudan shall provide the Purchaser, its representatives
and
professional advisers with access to their premises, their documents
and
the Mining Sites at all reasonable times in order to conduct due
diligence
and the Sellers and Sudan shall keep the Purchaser promptly informed
of
all matters relevant to the Transactions, including without limitation
the
Licences, the Mining Sites and
Sudan.
|
(b)
|
The
Purchaser and the Sellers shall use their best endeavours to negotiate
and
execute the following documents in form and substance satisfactory
to the
Purchaser:
|
(i)
|
equity
transfer agreement;
|
(ii)
|
asset
transfer agreements;
|
(iii)
|
management
services contract; and
|
(iv)
|
such
other transaction documents as the Purchaser may, in its sole discretion
require,
|
(collectively,
the “Definitive
Documents”).
6.1 Undertakings
by the Sellers
The
Sellers undertake, and shall procure that their affiliates undertake, to the
Purchaser that each shall:
(a)
|
use
their best endeavours to negotiate and execute the Definitive
Documents;
|
(b)
|
provide
the Purchaser, its representatives and professional advisers with
access
to their premises, their documents and the Mining Sites at all reasonable
times in order to conduct due diligence and keep the Purchaser promptly
informed of all matters relevant to the Transaction including, without
limitation, the Licences, the Mining Sites and
Sudan.
|
(c)
|
rectify
any irregularities in the corporate existence of Sudan, Zhaoyuan
and
Xiaonanshan and obtain any approvals, licences, consents, registrations
or
otherwise that the Purchaser may, in its sole discretion, require
the
Sellers or Sudan to obtain in connection with the
Transactions;
|
(d)
|
pay
any amounts owing in respect of the Licences and perfect any
irregularities in the Sellers' title to the Licences held and obtain
any
licence, including without limitation any environmental licences,
necessary or required by the Sellers, in the Purchaser's sole discretion,
to exploit the Mine Sites;
|
(e)
|
conduct
any restructuring or reorganisation required by the Purchaser, in
its sole
discretion, or the assets to be sold by the Sellers in connection
with the
Transactions; and
|
(f)
|
execute
an agreement for the exclusive supply of iron ore from the Mines
to the
Purchaser (“Exclusive Supply Agreement”) on terms satisfactory to the
Purchaser.
|
6.2 Undertakings
by the Purchaser
The
Purchaser undertakes to the Sellers that it shall:
(a)
|
use
its best endeavours to negotiate and execute the Definitive Documents;
and
|
(b)
|
execute
the Exclusive Supply Agreement on terms satisfactory to the
Purchaser.
|
(a)
|
In
the event that the Sellers or Sudan breach any of their obligations
under
this Equity and Assets Transfer Heads of Agreement, the Sellers and
Sudan
shall jointly and severally be liable
to:
|
(i)
|
refund
to the Purchaser the First Deposit, the Second Deposit and Additional
Amount (if any) referred to in clause
3;
|
(ii)
|
pay
damages to the Purchaser in the amount of two times the First Deposit
and
two times the Second Deposit and two times the Additional Amount
(if any)
referred to in clause 3; and
|
(iii)
|
pay
all direct and indirect costs incurred by the Purchaser in connection
with
the Transactions including, without limitation, all legal, accounting,
finance, tax and technical mining advisor
fees.
|
(b)
|
In
the event that the Sellers or
Sudan:
|
(i)
|
breach
clause 4 (“Exclusivity”) of this Equity and Asset Transfer Heads of
Agreement; or
|
(ii)
|
breach
clause 6.1(f) (“Exclusive Supply Agreement”) of this Equity and Asset
Transfer Heads of Agreement; or
|
(iii)
|
breach
the Exclusive Supply Agreement;
|
(iv)
|
do
not own or cease to own the equity in Sudan, Xiaonanshan and
Zhaoyuan;
|
(v)
|
do
not own or cease to own the Mine Site or the
Licences;
|
(vi)
|
cease
business at the Mine Site or cease business or wind-up or deregister
Sudan, Xiaonanshan and Zhaoyuan or
|
(vii)
|
take
any action or fail to take any action that prevents the Seller and/or
the
Purchaser from entering into the Definitive Documents or completing
the
Transactions contemplated by this Equity and Asset Transfer Heads
of
Agreement,
|
then
the
Sellers and Sudan shall jointly and severally be liable to:
(A)
|
refund
to the Purchaser the First Deposit, the Second Deposit and Additional
Amount (if any) referred to in clause 3;
and
|
(B)
|
pay
to the Purchaser an amount of USD 33 million (or its RMB equivalent)
as
liquidated damages (“Liquidated
Damages”).
|
The
Sellers acknowledge that the Liquidated Damages are a genuine pre-estimate
of
the Purchaser's loss. Any amount payable by the Sellers or Sudan pursuant to
this clause 7(b)(B) constitutes liquidated damages only. It shall not affect
the
validity of other provisions in this Equity and Assets Transfer Heads of
Agreement or any other remedies that the Purchaser may have against the Sellers
and Sudan for enforcement of this Equity and Assets Transfer Heads of
Agreement.
Conditions
precedent to completion of the Transactions and payment of the Purchase Price
shall be detailed in the Definitive Documents and shall include, without
limitation, where applicable, the following:
(a)
|
Sudan,
Zhaoyuan and Xiaonanshan have been duly incorporated with fully paid
up
registered capital;
|
(b)
|
The
Sellers and Sudan have fully cooperated with the Purchaser, its
representatives and professional advisers to assist the Purchaser
to
conduct its (i) technical mining due diligence, (ii) financial due
diligence, (iii) legal due diligence and (iv) commercial due diligence
in
respect of the Transactions and, in each case, there is a successful
completion of such due diligence and the results of which shall be
satisfactory to the Purchaser;
|
(c)
|
The
execution of the Definitive Documents in form and substance satisfactory
to the Purchaser as the Purchaser may in its sole discretion
require.
|
(d)
|
Approval
by the board of directors of the
Purchaser;
|
(e)
|
All
necessary corporate approvals and consents having been obtained,
including
those of the board of directors of Zhaoyuan and
Xiaonanshan
|
(f)
|
each
of Lu Benzhao and Xx Xxx waiving their pre-emptive rights to purchase
each
other's equity interest in Sudan;
|
(g)
|
All
Chinese government approvals, registrations, filings, consents and
permits
required for entry into the Definitive Documents, completion of the
Transactions contemplated by the Definitive Documents, transfer of
the
Licences, mining at the Mine Sites, processing of iron ore at Sudan's
facility and the entry into, enforceability and performance of the
Definitive Documents shall have been obtained and shall be in full
force
and effect, including without limitation, any environmental or mining
approvals or licences;
|
(h)
|
The
Sellers, where applicable, hold valid, effective and fully paid licences
to explore and mine iron ore at the Mine Sites, subject to such Licences
being renewed and/or expanded, where applicable, for a period of
no less
than 3 years;
|
(i)
|
An
approval letter having been issued indicating that the Purchaser
has
received approval to own 100% of the registered capital of
Sudan;
|
(j)
|
A
business licence having been issued indicating that the Purchaser
is the
registered owner of 100% of the registered capital of Sudan and that
Sudan's business licence has a business scope satisfactory to the
Purchaser, in its sole discretion;
|
(k)
|
Receipt
of a technical mining report issued by an internationally recognised
mining consultant indicating that the iron ore reserves at the Mine
Site
pursuant to the Licence held by Zhaoyuan are 9,600,000 metric tonnes
and
at the Mine Site pursuant to the Licence held by Xiaonanshan are
1,000,000
metric tonnes;
|
(l)
|
Issue
of a valuation report on Sudan and the assets to be sold by Xiaonanshan
and Zhaoyuan prepared by a PRC registered valuation firm indicating
that
the cumulative valuation of the Transactions is no more than the
Purchase
Price or its RMB equivalent;
|
(m)
|
Evidence
that all taxes and fees incurred in connection with the Licences
and
operation of the Mine Sites have been duly paid as at the date of
completion of the relevant
Transaction;
|
(n)
|
Evidence
that the Sellers have good title to all buildings used in connection
with
the operation of the Mine Sites or have obtained the consent of any
landlord to the assignment of any leased
premises;
|
(o)
|
Evidence
that the Sellers have good title to all land used in connection with
the
operation of the Mine Sites or have obtained the consent of any landlord
to the assignment of any leased
premises;
|
(p)
|
Evidence
that all loans between the Sellers, Sudan and any other third party
have
been unwound;
|
(q)
|
Receipt
of a copy of the Sellers PRC identity cards or business licences,
as the
case may be;
|
(r)
|
There
being no material adverse change in the financial condition or business
prospects of Sudan or the Mining Sites or the Licences or the estimated
iron ore reserves of the Mining Sites since the conclusion of the
technical, financial, legal and commercial due diligence;
and
|
(s)
|
Other
conditions precedent to be determined following the Purchaser's due
diligence.
|
The
Sellers and the Company will provide Warranties to the Purchaser in the
Definitive Documents that shall include, where applicable, among
others:
(a)
|
Sudan,
Zhaoyuan and Xiaonanshan are corporations duly organized, validly
existing
and in good standing under the laws of the People's Republic of China
(“PRC”),
with fully paid up registered capital and full corporate power and
authority to own, lease and dispose of their assets and
properties;
|
(b)
|
The
percentage ownership of the registered capital of Sudan held by the
Sellers;
|
(c)
|
The
Sellers having title to the Licences free from any security interest
or
third party claims;
|
(d)
|
The
equity and assets to be sold in connection with the Transactions
being
free from any security interest or third party
claims;
|
(e)
|
Sudan
conducting business within its authorised business
scope;
|
(f)
|
Sudan
having all consents, licences and approvals required to conduct its
business, which consents, licences and approvals are not subject
to
cancellation or third party claims as a result of these Transactions
or
otherwise;
|
(g)
|
Sudan,
Zhaoyuan and Xiaonanshan having passed their annual inspection for
2006
and any other inspections conducted by any governmental or administrative
authority, including without limitation any regarding mine safety
and
environmental compliance;
|
(h)
|
There
being no disputes, investigations, litigation, administrative proceedings,
arbitration or mediation whether existing, threatened or potential
with
regard to the Sellers and Sudan;
|
(i)
|
All
documents provided by the Sellers and Sudan to the Purchaser is true,
correct and not misleading in any
respect;
|
(j)
|
Sudan,
Zhaoyuan and Xiaonanshan have no undisclosed or contingent liabilities
and
no outstanding loans;
|
(k)
|
All
tax liabilities incurred by the Sellers and Sudan as at the date
of
completion of the relevant Transaction have been paid in full or
accrued
sufficiently in their accounts;
|
(l)
|
Any
resource tax and resource compensation incurred in connection with
the
Licences and operation of the Mine Sites ha been fully paid as at
the date
of completion of the relevant Transaction or accrued sufficiently
in their
accounts;
|
(m)
|
The
Sellers have good title to all buildings used in connection with
the
operation of the Mine Sites or have obtained the consent of any landlord
to the assignment of any leased
premises;
|
(n)
|
The
Sellers have good titled to all land used in connection with the
operation
of the Mine Sites or have obtained the consent of any landlord to
the
assignment of any leased premises;
|
(o)
|
All
loans between the Sellers, Sudan and any other third party have been
unwound;
|
(p)
|
All
environmental liabilities incurred by the Sellers and Sudan have
been paid
in full or, where applicable, accrued sufficiently in their
accounts;
|
(q)
|
All
salaries, social security payments and any other employee benefits
of
Sudan, Zhaoyuan and Xiaonanshan employees have been paid in full
or
accrued sufficiently in their
accounts;
|
(r)
|
Sellers
and Sudan have complied with all relevant laws and regulations, including
without limitation, any laws regarding the environment, mine safety
and
worker safety;
|
(s)
|
Sellers
are not aware of any matter which may result in the loss of the Licences
or inability to renew the Licences;
|
(t)
|
Sellers
have not given any guarantees to any Seller or any third party;
and
|
(u)
|
Other
warranties that would be standard for a transaction of this type,
as well
as any others that may arise as a result of continuing due diligence
by
the Purchaser, its representatives and professional
advisers.
|
The
Sellers shall provide specific indemnities to the Purchaser in the Definitive
Documents, where applicable, in respect of the following liabilities or
obligations incurred by the Sellers and Sudan prior to completion of the
Transaction:
(a)
|
taxation;
|
(b)
|
environmental
and land degradation;
|
(c)
|
mine
and worker safety;
|
(d)
|
all
liabilities that are not disclosed to the Purchaser by the Sellers
in
writing;
|
(e)
|
payment
of amounts owing in connection with the operation of the Mine Sites,
the
Licences, leases, licences or land use
rights;
|
(f)
|
payment
of employee salary and benefits;
|
(g)
|
breach
of any laws or regulations, including without limitation, any with
respect
to environment, mine safety, worker safety and the built
environment;
|
(h)
|
breach
of any warranties provided in the Definitive Documents;
and
|
(i)
|
other
appropriate matters that may become evident in the course of continuing
due diligence by the Purchaser, its representatives and professional
advisers.
|
Upon
completion of the Transactions, the Purchaser will enter into a management
services contract (“MSC”)
with Xx
Xx Benzhao or his nominee (“Consultant”).
The
key terms of the MSC are as follows:
(a)
|
Consultant
shall provide operational management services to the
Purchaser;
|
(b)
|
the
term of the MSC shall be eight (8) years on a full time basis from
completion of the Transaction; and
|
(c)
|
Consultant
shall be responsible for any approvals required for its entry into
the MSC
and all taxes, whether inside or outside the PRC, associated with
payment
of the Consultant's salary.
|
12.1 Non-competition
(a)
|
Following
execution of this Equity and Asset Transfer Heads of Agreement for
a
period of five (5) years following completion of the Transactions,
the
Sellers and their affiliates shall not directly or indirectly or
in any
manner whatsoever own or participate or be involved in any way in
any
business that explores, exploits, processes, purifies, transports,
trades
or deals in any other way in any mined product in the
PRC.
|
(b)
|
Notwithstanding
clause 12.1(a), the Sellers may hold a passive investment of less
than 10%
equity in listed companies that hold investments in any mined product
and
hold their investments in respect of these Transactions and hold
their
investment in Yun County Changjiang Mining Company Limited
[ ]
|
12.2 Right
of First Refusal
Following
execution of this Equity and Asset Transfer Heads of Agreement, the Sellers
and
their affiliates undertake to the Purchaser that if the Sellers or any other
companies in which the Sellers directly or indirectly control 25% or more of
the
issued capital take(s) on or invest(s) in any businesses and/or activities,
either on their own or in the form of a joint venture, that is engaged in the
mining or processing of any mined product, then the Sellers undertake to grant
and will use their best efforts to procure such companies to grant to the
Purchaser a right of first refusal to acquire such businesses from the Sellers
or such companies, as the case may be.
It
is the
intention of the parties that, unless otherwise agreed among the Purchaser
and
the Sellers, due diligence shall take place from the date of signing this Equity
and Assets Transfer Heads of Agreement , that execution of the Definitive
Documents and submission of the Definitive Documents to the PRC government
authorities for approval and registration purposes shall take place before
30
May 2007.
14.1 Language
This
Equity and Assets Transfer Heads of Agreement and the Definitive Documents
shall
be prepared in English and Chinese, and both languages shall be of equal
validity.
14.2 Governing
Law
This
Equity and Assets Transfer Heads of Agreement and the Definitive Documents
shall
be governed by PRC law.
14.3 Dispute
Resolution
All
disputes arising from this Equity and Assets Transfer Heads of Agreement and
the
Definitive Documents shall first be resolved by friendly consultation between
the parties, failing which the disputes shall be submitted to arbitration at
the
China International Economic Trade and Arbitration Commission in Beijing for
arbitration.
15.1 General
Warranties
The
Purchaser and Sudan, Zhaoyuan and Xiaonanshan warrant to each other party to
this Equity and Assets Transfer Heads of Agreement that:
(a)
|
it
has full legal right, power and authority to enter into this Equity
and
Assets Transfer Heads of Agreement and to perform and comply with
its
obligations thereunder; and
|
(b)
|
it
has in full force and effect the authorisations necessary for it
to enter
into this Equity and Assets Transfer Heads of Agreement;
and
|
(c)
|
its
obligations under this Equity and Assets Transfer Heads of Agreement
are
legal, valid and binding and are enforceable against it in accordance
with
its terms; and
|
(d)
|
it
is duly incorporated or established and validly existing at its place
of
registration and its equity and assets are not pledged or subject
to a
court freezing order or claims and disputes;
and
|
(e)
|
no
litigation, arbitration or administrative proceeding is currently
taking
place or pending or threatened against it or its
assets.
|
Xx
Xx
Benzhao and Xx Xx Nan warrant to each other party to this Equity Transfer Heads
of Agreement that:
(a) |
each
has full legal right, power and authority to enter into this Equity
and
Assets Transfer Heads of Agreement and to perform and comply with
their
obligations thereunder; and
|
(b)
|
their
obligations under this Equity and Assets Transfer Heads of Agreement
are
legal, valid and binding and are enforceable against them in accordance
with their terms; and
|
(c)
|
no
litigation, arbitration or administrative proceeding is currently
taking
place or pending or threatened against them or their
assets.
|
15.2 Successors
and assignment
The
Purchaser is entitled to assign and/or nominate any of its affiliates to be
a
party to this Equity and Assets Transfer Heads of Agreement or any of the
Definitive Documents.
The
Sellers may not assign or otherwise dispose of their rights or obligations
under
this Equity and Assets Transfer Heads of Agreement without the prior written
consent of the Purchaser.
15.3 No
partnership or agency
Nothing
in this Equity and Assets Transfer Heads of Agreement shall create, or be deemed
to create, a partnership between the parties or a relationship of agent and
principal between the parties.
15.4 Entire
agreement
This
Equity and Assets Transfer Heads of Agreement contains the entire agreement
between the parties with respect to its subject matter, supersedes all previous
agreements and understandings between the parties.
15.5 Variation
and waiver
Unless
this Equity and Assets Transfer Heads of Agreement expressly states otherwise,
a
provision of this Equity and Assets Transfer Heads of Agreement, or right
created under it, may not be waived or varied except in writing signed by the
party or parties to be bound. Any waiver by the Purchaser of a breach of any
provision of this Equity and Assets Transfer Heads of Agreement shall not be
considered as a waiver of any subsequent breach of the same or any other
provision.
15.6 Copies
This
Equity and Assets Transfer Heads of Agreement shall be executed in six copies
in
English and six copies in Chinese.
15.7 Foreign
Exchange
Where
any
amounts are to be converted between USD and RMB, the relevant exchange rate
shall be the middle rate published by the People's Bank of China on the relevant
date.
15.8 Partial
invalidity
If
at any
time any provision of this Equity and Assets Transfer Heads of Agreement is
or
becomes illegal, invalid or unenforceable in any respect in any jurisdiction,
the remaining provisions of this Equity and Assets Transfer Heads of Agreement
shall not in any way be affected or impaired thereby.
15.9 Amendment
This
Equity and Assets Transfer Heads of Agreement may only be amended in writing
signed by the parties.
15.10 Binding
effect
This
Equity and Assets Transfer Heads of Agreement shall be binding on all the
parties from the date first set out on the execution page.
Executed
on 4 May 2007 by the following
EXECUTED by CHINA GLOBAL
|
)
|
||
MINING RESOURCES LIMITED
|
)
|
||
by its authorised director:
|
)
|
||
)
|
[AFFIX CHOP] | ||
)
|
|||
)
|
For and on behalf of
|
||
Signature of Director
|
)
|
CHINA GLOBAL MINING RESOURCES LIMITED
|
|
)
|
[ ]
|
||
)
|
|||
)
|
/s/
|
||
Name of Director (block letters)
|
)
|
Authorised Signature(s)
|
|
)
|
|||
)
|
|||
)
|
|||
SIGNED by LU BENZHAO [ ]:
|
)
|
||
)
|
|||
)
|
|||
/s/
|
)
|
/s/
|
|
Witness Signature
|
)
|
Signature
|
|
)
|
|||
)
|
|||
XX Xxxxx
|
)
|
||
Print Name
|
)
|
Print Name
|
|
)
|
|||
)
|
|||
)
|
|||
SIGNED by XX XXX [ ]
|
)
|
||
)
|
|||
)
|
|||
)
|
/s/
|
||
Witness Signature
|
)
|
Signature
|
|
)
|
|||
)
|
|||
)
|
|||
Print Name
|
)
|
Print Name
|
)
|
||
MINING CO., LTD [ ]
|
)
|
|
by its Legal Representative:
|
)
|
|
)
|
||
)
|
[AFFIX CHOP]
|
|
/s/
|
)
|
|
Signature of Legal Representative
|
)
|
|
)
|
||
)
|
||
)
|
||
)
|
||
Name of Legal Representative (block
|
)
|
|
Letters) Print
|
)
|
|
SIGNED by MAANSHAN
|
)
|
|
ZHAOYUAN MINING CO., LTD
|
)
|
|
[ ] by its Legal Representative:
|
)
|
|
)
|
||
)
|
[AFFIX CHOP]
|
|
/s/
|
)
|
|
Signature of Legal Representative
|
)
|
|
)
|
||
)
|
||
)
|
||
)
|
||
Name of Legal Representative (block
|
)
|
|
Letters) Print
|
)
|
|
SIGNED by XIAONANSHAN
|
)
|
|
MINING CO., LTD [ ]
|
)
|
|
by its Legal Representative:
|
)
|
|
)
|
||
)
|
[AFFIX CHOP]
|
|
/s/
|
)
|
|
Signature of Legal Representative
|
)
|
|
)
|
||
)
|
||
)
|
||
)
|
||
)
|
||
Letters) Print
|
)
|
SCHEDULE 1
Licences
Mining Licences
Number
|
3400000420105
|
3400000620001
|
||
Licences
owner
|
Maanshan,
Zhaoyuan Mining Company Limited
|
Maanshan,
Xiaonanshan Mining Company Limited
|
||
Address
|
Maanshan
City, Jiashan Town, Matang Village
|
Maanshan
City, Xiaonanshan
|
||
Name
of mine
|
Maanshan
City, Zhaoyuan Mining Company Limited, Matang iron ore
mine
|
Maanshan
City, Xiaonanshan Mining Company Limited, Xiaonanshan Iron ore
mine
|
||
Type
of mine
|
Iron
ore mine
|
Iron
ore mine
|
||
Type
of operations
|
Open
cut operations
|
Open
cut operations
|
||
Size
of operations
|
500,000
tonnes per year
|
100,000
tonnes per year
|
||
Area
|
0.7886
square kilometres
|
0.1379
square kilometres
|
||
Depth
|
45
to -50 metres deep
|
85
to 5 metres deep
|
||
Validity
|
May
2004 to May 2021
|
January
2006 to January 2009
|
||
Reference
numbers
|
1,3503084.00,40363236.00
2,3503074.00,40364027.00
3,3503998.00,40364039.00
4,3504008.00,40363249.00
5,3503660.00,40363162.00
6,3503333.00,40363034.00
|
1,3506130.00,40368260.00
2,3506216.00,40368310.00
3,3506347.00,40368417.00
4,3506335.00,40368575.00
5,3506234.00,40368553.00
6,3506183.00,40368587.00
7,3506093.00,40368610.00
8,3506032.00,40368599.00
9,3505883.00,40368537.00
10,3505882.00,40368342.00
11,3505894.00,40368272.00
12,3506045.00,40368191.00
|