ACQUISITION PURCHASE AGREEMENT)
Exhibit
10.5
(Xxxxx.Xxxxxxxx,.Inc.)
Party
A:
China Holdings, Inc. (USA)
Party
B: Tong Ren Kaiyu Minerals Co. Ltd.
After
Party A to Party B's 3 minerals properties/mines' survey & investigations.
ALSO REVIEWED PARTY B'S LEGAL DOCUMENTS, BOTH PARTIES AND SHAREHOLDERS HAVE
AGREED TO REACH AN AGREEMENT (ACQUISITION PURCHASE AGREEMENT)
CORPORATION
BASIS 20, 20006 - 2007
PARTY
A,
AFTER SIGNED/EXECUTED THIS ACQUISITION PURCHASE AGREEMENT IN 20 DAYS TO PROVIDE
PARTY B WITH SOME LEGAL DOCUMENTS AND ALSO ENSURE ALL THE LEGAL DOCUMENTS ARE
LEGALLY FULLY ACCURATELY (PARTY B has provide with some legal documents and
will
also provide to PARTY A with FINANCIAL STATEMENTS: 2006- 2007).
Party
A's
legal documents list to Party B: delivery to Party B in 20 days/business days
from October 27, 2007.
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1.
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Corporate Certificate/License |
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2.
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Corporate Registration
Certificate
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3.
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Corporate Tax Re |
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4.
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Corporate
Financial Statement 2006-
2007
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5.
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BOARD
RESOLUTION FOR THIS ACQUISITION PURCHASE
AGREEMENT/DEAL
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6.
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NASD/SEC
APPROVAL DOCUMENTS : ABOUT CHHL.OB BECAME PUBLIC TRADING ON APRIL18
2005;
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7.
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US/SEC/NASD LEGAL DOCUMENTS ABOUT OTCBB US PUBLIC TRADING COMPANIES; |
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8.
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THIS
ACQUISITION TRANSACTION COMPLETION PROCESSING: HOW:
PARTY A’S SHARES/CASH PAYMENTS TO PARTY B AND HOW:
TRANSFER SHARES OF THE PARTY B TO PARTY
A
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9.
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LEGALLY
APPROVAL THAT PARTY A’S STOCKS TO PARTY B FOR THIS ACQUISITION PURCHASE
AGREEMENT ARE “ COMMON STOCKS” : NOT AS PART OF FUNDS (CHINA
CONCEPTS)
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COORPORATION
TERMS
PARTY
A
WILL PAY FOR A TOTAL OF 300 MILLIONS RMB AS THE TOTAL ACQUISITION PURCHASING
PRICE TO PURCHASE 100% OF PARTY B’S COMPANY’S SHARES AND ALSO INCLUDE ALL ITS’
OWNED ASSETS: ALL THE MINES/MINERALS PROPERTIES. PAYMENTS FROM PARTY A TO PARTY
B AS FOLLOWING: 1. 100 MILLIONS RMB WILL BE PAID IN CASH TO PARTY
B./SHAREHOLDERS; 2. 50 MILLIONS RMB WILL BE PAID AS CHHL.OB’S COMMON
STOCKS AS VALUED AT 0.05 PER COMMON; 3. FINAL 150 MILLIONS RMB WILL BE PAID
AS
CHHL.OB’S COMMON STOCKS AT CLOSING DAYS AVERAGE: 5 DAYS’ BEFORE & 5 DAYS
AFTER THE “ TRANSACTION CLOSING
PARTY
A‘S
ACQUISITION：TO
PURCHASE THE PARTY B’S ASSETS ARE INCLUDE WITH
|
1.
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TONG
REN XXX XX MINENRALS CO。 LTD。‘S 2 MINING EXPLORATION
LICENSES
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2.
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TONG
REN Shi BaHuangZhen NeShao Pb-Zn-P Minerals Plant‘S
2 MINING
LICENSES FOR MINERALS
PRODUCTIONS)
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3.
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Gui
Zhou FuRuiDe MINERALS CO., LTD.‘S MINING EXPLORATION LICENSE
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PARTY
B HAS PROVIDED TO PARTY A
WITH THE ABOVE 3 MINERALS PROPERTIES/MINERALS DEPOSITS/VALUES: AS ATTACHED
DOCUMENT AS "TONG REN AND XXXXX XX MINE'S MINERALS/DESPOSITS/VALUES REPORT
(AS
ATTACHED). FINAL MINERALS DEPOSITS AND VALUES WILL BE DETERMINED AFTER PARTY
A'S
FURTHER "MINERALS/MINING FEASIBILITIES STUDY REPORT).
PARTY
B LEGALLY PROVIDE TO PARTY A WITH LEGAL
EXCLUSIVE/FIRST REFUSAL RIGHTS FOR THIS ACQUISITION.
PARTY
B
LEGALLY PROVIDE TO PARTY
A WITH LEGAL EXCLUSIVE/FIRST REFUSAL
RIGHTS FOR THIS ACQUISITIO
EXECUTION
PROCESSING
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1.
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PARTY
A WILL PROVIDE PARTY B WTH ALL THE DOCUMENTS AS REQUESTED IN 20 BUSINESS
DAYS AFTER SIGNED/EXECUTED THIS ACQUISITION PURCHASING
AGREEMENT.
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2.
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IN
30 DAYS, PARTY B WILL PROVIDE TO PARTY A WITH FINANCIAL STATEMENT:
2006 -
2007; PARTY B ENSURE LEGALLY: THERE IS NO DEBS/LIABILITIES/NO
LITIGATIONS/NO BANK LOANS AT ALL.
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3.
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PARTY
A IN 30 DAYS WILL LEGALLY COMPLETE FOR ISSUING PARTY B WITH A TOTAL
OF 7
MILLIONS COMMON STOCKS AS THE SECURITIES DEPOSITS BOTH PARTIES AGREE
TO
SIGN/EXECUTE FURTHER "ACQUISITION TRANSACTION AGREEMENT "ON THE DELIVER
DAY IF PARTY A GIVEUP FOR THE ACQUISITION, THEN, PARTY B ALLOW TO
KEEP FOR
THE 7 MILLIONS COMMON STOCKS OF PARTY A; IF PARTY B DO NOT COMPLETE
ITS
OBLIGATION FOR THIS ACQUISITION, THEN, PARTY A LEGALLY CAN LOCK THE
7
MILLION COMMON STOCKS DEPOSITS FOR NOT-FREE TRADING UNTIL CERTAIN
TERMS
FULFILLED.
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4.
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IN 45 DAYS:
PARTY A WILL START TO DO THE DUE DILLIGENCE: INCLUDE
: LEGAL, AUDITED FINANCIAL STATEMENTS, AND MINING FEASIBILITIES STUDIES
TO
ENSURE PARTY B/ASSETS/MINES/MINERALS PROPERTIES’ LEGAL , RESOURCES, AND
FINANCIAL/DEBTS/LIABILITIES, ETC.
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5.
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PARTY
A IN 60-90 DAYS TO COMPLETE THE DUE DILLIGENCE ON
PARTY B: LEGALLY AND AUDITED FINANCIAL STATEMENTS. UPON THE
LEGAL/FINANCIAL DUE DILLIGENCE COMPLETION, PARTY A AGREES TO PAY
FOR PARTY
B WITH 33,000,000 RMB in cash and also CHHL.OB stocks valued as 67,000,000
RMB. At the mean time, Party B will legally transfer for 33.3% of
the
shares of party B & it’s 3 minerals properties/mines/mining licenses:
along with CHINESE GOVERNMENT’S
APPROVAL;
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6.
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Party
A in 90 – 180 days approximately to complete the MINING
FEASIBILITIES STUDIES ON PARTY B’S 3 MINERALS PROPERTIES/3 MINES.
Upon the completion, Party A agrees to pay for party B with
67,000,000 RMB in cash plus CHHL.OB common stocks as the values as
133,000,000 RMB; at the mean time, Party B will legally transfer
for 66.7%
of the shares of party B & it’s 3 minerals properties/mines/mining
licenses: along with CHINESE GOVERNMENT’S
APPROVAL;
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7.
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INFORMATION/DOCUMENTS
TRANSFER WORKS
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Later
Stage investments. UPON THE FINAL TRANSACTION COMPLETION FOR THIS
ACQUISITION, PARTY A WILL RESPONSIBLE FOR FURTHER PROJECTS/MINES DEVELOPMENT
INVESTMENTS/CAPITALS.
LATER
STAGE MANAGEMENT: IF PARTY A NEED/REQUEST, PARTY B WILL ASSIST TO MANAGE THESE
MINERALS PROPERTIES/COMPANIES, ETC.
EFFECTIVE:
IF IN NO.4: PARTY A XXX.XX NOT FOLLOW UP THE TERMS, THEN, IT WILL BECOME
IN-EFFECTIVE;
ALL
THE
PROCESSING/TRANSACTIONS HAVE TO BE LEGALLY FOLLOW UP CHINA LAWS AND
REGULATIONS.
PROCEDURES/APPROVAL.
SINCE PARTY A IS FOREIGN ENTITY, PARTY A WILL BE REPORTING TO CHINESE GOVERNMENT
FOR LEGAL APPROVAL FOR THE ACQUISITION TRANSACTIONS. IF DUE TO GOVERNMENT
POLICIES, THEN PARTY A WILL TAKE ITS’ OWN RESPONSIBILITIES.
TAX:
BOTH
PARTIES WILL TAKE CARE ITS OWN TAX RESPONSIBILITIES AND FOLLOW UP CHINA TAX
LAWS
AND REGULATIONS.
BEFORE
THE TRANSACTION COMPLETION, PARTY A’S DUE DILLIGENCES/ALL THE EXPENSES WILL BE
RESPONSIBLE BY PARTY A ITSELF.
IN
THE
PROCESSING WHEN PARTY A PAY TO PARTY B FOR THE TOTAL 000 XXXXXXX XXX’S
PROCESSING: PARTY A PURCHASED PARTY B AND IT’S ASSETS: 3 MINES/MINERALS
PROPERTIES/MINING LICENSES/EXPLORATIONS LICENSES WILL BE PROPTIONALLY TRANSFER
THE “ SHARES/OWNERSHIP” FROM PARTY B TO PARTY A; UPON THE PAYMENT COMPLETION:
ALL 100% OWNERSHIP OF PARTY B/ IT’S ASSETS: 3 MINES/MINERALS PROPERTIES/MINING
LICENSES/EXPLORATIONS LICENSES WILL BE FULLY LEGALLY TRANSFERRED TO PARTY
A.
NOT-FULFIL
TERMS: RESPONSIBILITIES
PARTY
A:
IF NOT FULFIL ITS RESPONSIBLITIES IN THIS ACQUISITION AGREEMENT ( NO.4): THEN
PARTY B CAN KEEP FOR THE 7 MILLIONS COMMON STOCKS SECURITIES DEPOSITS: PARTY
A
CAN’T LEGALLY STOP THE STOCKS BECOME FREE TRADING; IF PARTY B DID/DO NOT FOLLOW
UP THE TERMS. THEN PARTY B HAS TO RETURN TO PARTY A FOR THE 7 MILLIONS COMMON
STOCKS: PARTY A HAS LEGAL RIGHTS TO STOP/LEGALLY LOCK ALL THESE 7 MILLIONS
COMMON STOCKS DESPOSIT AS : NON-TRADING/LEGAL RESTRICTION.
IN
THE
PROCEING, IF ANY PARTIES DID/DO NOT FOLLOW UP CHINA LAWS/REGULATIONS, EACH
PARTY
HAS TO TAKE ITS OWN RESPONSIBILITIES.
ARBITRATION:
IF THERE IS ANY DIPUTE, THE ARBITRATION WILL BE HOLD IN BEIJING
COURT
ANY
UN-DETERMINED TERMS, BOTH PARTIES CAN DISCUSSED TO
RESOLVE.
THIS
ACQUISITION PURCHASE AGREEMENT HAVE 4 ORIGINAL COPIES AND BOTH PARTY HAVE 2
ORIGINAL COPIES AGREEMENT.
| PARTY A: (China Holdings, Inc.) | PARTY B: | |||
| CEO/JULIANNALU | CEO/LVBENHAI | |||
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AUTHORIZED
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AUTHORIZED
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| SIGNED/SEALED | SIGNED/SEALED | |||
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000
Xxxxxxxxxx Xxxxxx Xxxxx, Xxxxx000
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XXXXX GUIZHOU TONG REN XXX XXXXX XXXXX. | |||
| Las vegas,NV89107-2001USA | ||||
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/s/
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/s/
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Name
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Name
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Title
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Title
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| DATE: OCT27 2007 | DATE: OCT27 2007 |
