EQUITY TRANSFER AGREEMENT

Maanshan Global Mining Resources Ltd. , a limited liability company duly incorporated and validly existing pursuant to the laws of the PRC, having its legal address at No. 6, South Hongqi Road, Maanshan Economic and Technology Development Zone (hereafter referred to as the " Purchaser ");

Mr. LU Benzhao , a PRC citizen, residing now at No. 204, Block 17, Liyuan Village, Huashan District, Maanshan Municipality, Anhui Province and his ID number is 340505195112240018 (hereinafter referred to as the " Seller A "); and

Ms. LU Tinglan , a PRC citizen, residing now at No. 204, Block 17, Liyuan Village, Huashan District, Maanshan Municipality, Anhui Province , and her ID number is 340521196711112848 (hereinafter referred to as " Seller B ").

Maanshan Zhaoyuan Mining Co., Ltd.   legitimately holds its mining right, and its main business is mining, processing and sale of iron ore] (hereinafter referred to as " Target Company ").

Sellers are the legitimate owners and beneficiaries of the 100% equity of the Target Company, among which Seller A holds 98% equity, and Seller B holds 2% equity of the Target Company.

The Purchaser is interested to purchase from the Sellers and the Sellers are interested to sell to the Purchaser One Hundred percent (100%) equity interest in the Target Company. The Parties have entered into a Equity and Assets Transfer Heads of Agreement for the aforementioned, and the Purchaser has paid to Seller A the deposit as set forth in such heads of agreement (" Deposit ").

In order to effect this transaction, the Parties have decided to enter into this Agreement which shall be submitted to the relevant Chinese authorities for approval and registration in accordance with PRC laws.

is consistent in nature, scope and magnitude with the past practices of the Business;

is taken in the ordinary course of the normal, day-to-day operations of the Business; and

2.1  

Equity Transfer from the Sellers to the Purchaser

Subject to the terms and conditions provided in this Agreement, , the Sellers shall sell to the Purchaser One Hundred percent (100%) Equity in the registered capital of the Target Company, among which Seller A shall sell to the Purchaser 98% equity, and Seller B shall sell to the Purchaser 2% equity; the Purchaser buys from the Sellers all the Equity.

Upon completion of the Equity Transfer, the Target Company shall be converted into a foreign wholly owned subsidiary held by the Purchaser (" Global Mining Subsidiary ").

The Equity transferred by the Sellers to the Purchaser does not bear any encumbrances, and is not pertained by any other liabilities or third party rights.

The Sellers fully understand that the Purchaser's execution of this Agreement is based upon all the statements, representations and warranties contained under this Agreement.

Purchase Price and Payment of Purchase Price

The consideration for the Equity Transfer shall be in based upon the appraisal on the value of the Equity issued by a asset appraisal firm, and shall be RMB 80 million in cash or the equivalent USD in cash (" Purchase Price "). The exchange rate between USD and RMB shall be the middle rate issued by the People's Bank of China on the date of Aug 11, 2008.

2.2.2

The value of the Assets up to the Closing Date shall be affirmed based upon the mid term financial statement issued by accounting firm. Such value shall be the basic value for closing.

2.2.3

The Purchaser shall pay to the Sellers as set forth in 2.2.5 the first instalment of the Purchase Price (“ First Instalment”) in the amount of RMB 45.4 million in cash or the equivalent USD in cash within 20 working days after the conditions precedent provided in Clause 3.2 of this Agreement are fully satisfied. The exchange rate between USD and RMB shall be the middle rate issued by the People's Bank of China on the date of Aug 11, 2008.

2.2.4

The Purchaser shall pay to the sellers as set forth in 2.2.5 the second instalment of the Purchase Price (“Second Instalment”) in the amount of RMB 34.6 million in cash or the equivalent USD in cash 15 days before the closing date. The exchange rate between USD and RMB shall be the middle rate issued by the People's Bank of China on the date of Aug 11, 2008. The Sellers shall, before Dec 5th, 2008, inform the Purchaser in good faith the estimated closing date and provide evidence to prove that the closing can take place on that date.

2.2.5

The above payment shall be remitted by telegraphic transfer into the bank account (" Escrow Account ") inside the PRC designated by Escrow Agent (" Escrow Agent "), who is both approved by the Purchaser and the Sellers.

Conditions precedent in relation to Equity Transfer:

All regulatory approvals deemed necessary by the Purchaser to complete the Equity Transfer and the Associated Equity Transfers shall have been validly and unconditionally obtained; and

the registration authority has issued the New Business License to the Global Mining Subsidiary, Xiaonanshan and Sudan with a company term of 30 years.

3.2

Conditions precedent for the Purchaser's performance of the duties under this Agreement:

(a)

the representations and warranties listed in Clause 5 and Schedule 3 of this Agreement are true, precise and complete.

(b)

the shareholders' meeting of the Sellers have passed the resolution approving the Equity Transfer.

(c)

the executive director of the Target Company has approved the Equity Transfer.

(d)

the Sellers and the Purchaser have entered into an escrow agreement with the Escrow Agent that is fully compliant with the related provisions under this Agreement.

(e)

the Sellers have obtained and validly maintained the latest valid originals necessary for the mining business in the name of the Target Company, including but not limited to:

(f)

the relevant Government Authority has completed the foreign debt registration for the Purchaser at its application.

(g)

a list of assets as Schedule 2 of the Target Company approved by the Purchaser and the Sellers.

3.3

Conditions precedent for the Sellers' performance of the duties under this Agreement:

(a)

China Global Mining Resources Ltd., as the parent company of the Purchaser (" Global Mining ") has signed a Consultancy Service Agreement with Seller A.

(b)

Global Mining Subsidiary has signed an employment contract with Seller A.

Assets of Target Company

Both Parties' Duties

The Parties agree to perform the following duties:

The Sellers shall, and shall cause the directors/executive director of the Target Company appointed by them, to take all actions as may be necessary or desirable in order to effect and/or facilitate the Equity Transfer; and

4.2.2

During the execution of this Agreement and the completion of Closing, without the consent by the Purchaser, the Sellers shall not:

(a)

dispose any assets the Target Company, unless during the ordinary course of business operation;

(b)

set any mortgage, pledge, lien or any other third party rights on the assets of the Target Company;

(c)

make any payment to any individual (including employee), company, enterprise or organization that is not compliant with the normal business operation; or

(d)

undertake any conduct that is not compliant with the normal business operation in any means, no matter in terms of the nature, scope or means of operation etc. in respect of the Business.

Each of the Parties represents and warrants the following:

Each Party represents and warrants to the other Party the following:

(a)

such Party has or has already had all necessary power, approval or authorisation, and has completed all necessary legal procedures, to execute this Agreement and completely perform each of the duties under this Agreement;

(b)

the representative of such Party to execute this Agreement has the authorization to execute this Agreement;

(c)

upon approval and registration by the registration authority, the provisions in this Agreement shall be legally, effectively and bindingly constitute duties for such Party;

(d)

such Party's exercise of rights and performance of duties under this Agreement will not violate any governing law and any other agreement entered into by such Party;

(e)

each of such Party's representations and warranties in the schedule to this Agreement is true and precise;

(f)

such Party shall indemnify and compensate the other Party if its violation of any of the representations, warranties and undertakings under this Agreement cause any losses, damages or incur any expenses or costs for the other Party.

The Purchaser and the Sellers undertake to each other the following:

5.2.1

The Purchaser undertakes to the Sellers, it will assure before or at the time this Agreement is executed to cause Global Mining to enter into a Consultancy Service Agreement with Seller A, and clearly setting forth that Global Mining shall directly pay to Seller A service fee in accordance with the Consultancy Service Agreement. The main clauses of the Consultancy Service Agreement shall include the following:

(a)

the Sellers shall provide consultancy services to the Purchaser;

(b)

the term of the Consultancy Service Agreement shall be two (2) years full time service as from the completion of the transaction; and

(c)

the Sellers shall in his own capacity obtain any necessary approval for executing and performing the Consultancy Service Agreement, and shall bear by himself the taxes incurred inside and outside the PRC by the payment of services fees.

5.2.2

Seller A and Seller B undertakes to the Purchaser, it shall assure, before the completion of Closing of the Equity Transfer:

(a)

to obtain approval on the Equity Transfer from the relevant government authority and the relevant registration change by the registration authority.

(b)

all the permits necessary for the operation of mining business of the Target Company has been amended according to be held by the Target Company.

(c)

the Associated Equity Transfer is approved by the relevant government authority and registration change by the registration authority.

(d)

each of the representations and warranties made to the Purchaser in Schedule 3 is true, complete and precise.

Closing

Deliveries by Seller

(a)

the New Business License issued to the Global Mining Subsidiary by the registration authority after the Equity Transfer;

(b)

the original of the Business License of the Target Company and the following latest and valid originals:

(c)

the following latest valid originals necessary for the mining business in the name of the Target Company:

(d)

evidences that the Associated Equity Transfers have been approved and registered by relevant Government Authorities;

(e)

document and/or registration evidencing that the Target Company is qualified to issue VAT invoice;

resolution of Seller's shareholders meeting approving the Equity Transfer;

(g)

the Target Company's resolution signed by the executive director approving the Equity Transfer; and

(h)

a duly executed statement reiterating the truthfulness, completeness and accuracy of the Sellers' representations and warranties at the Closing Date.

6.3

Payment by the Purchaser

Subject to Clause 6.2, the Purchaser orders on the Closing Date the escrow agent bank to release all the Purchase Price in the Escrow Account to the Sellers, and thereafter the Escrow Account shall be cancelled.

6.4

Delay and Termination of the Closing

6.4.1

In case the conditions precedent set out in Article 3 hereof have not been fully fulfilled as of the Closing Date, unless the failure is caused by the breach of Purchaser, Purchaser shall be entitled to:

use reasonable effect, after discussion and agreement with Seller, to cause   the Closing to take place as soon as possible; or in case no agreement reached,

(b)

terminate the Closing and ordering the Escrow Agent to return all the Purchase Price to the Purchaser.

Prior to completion of the Closing, if:

(a)

Purchaser becomes aware of any material breach by Seller of the representations, warranties or undertakings hereunder; or

(b)

Seller has seriously breached its obligations hereunder and failed to remedy the same to the satisfaction of Purchaser if the breach is remediable; or

(c)

any event occurs, which if would have occurred prior to the execution of this Agreement should have constituted material breach of the representations or warranties made by Seller hereunder; or

(d)

any event occurs that causes materially adverse impact on the business Seller is engaging in or such event might occur after the Closing,

7.1

The Sellers' Duties

7.3

Execution of New Employment Contracts

8.1

Debts and Liabilities prior to the Equity Transfer

Seller agrees to bear and pay off before Closing any and all liabilities, debts, owings, penalties, claims, actions, disputes and other claims arising from or in connection with the Business, land using, demolition, plant construction, environmental protection, taxes, mining permit, safe working, employment, salary and benefits, social security funds, and contracts in relation to the operation of the Target Company, regardless of whether it has occurred or is occurring or will occur (" Debts prior to the Equity Transfer ").

8.2

Indemnification

Seller agrees to indemnify Purchaser against and hold it harmless form loss, claims and expenses (including lawyer's fee) arising from or in connection with the Debts prior to the Equity Transfer.

9.1

Non-Competition

9.1.1

Within five (5) years after this Agreement's effectuation, the Sellers and its Affiliates may not directly or indirectly, in any means, own, participate or engage in prospecting, mining, processing, purification, transportation, purchase and sale of iron ore products or any business related to such products.

9.1.2

Notwithstanding the above provisions, the Sellers may still hold its interests in the mining companies in which the Sellers started to hold such interests before the Equity Transfer, and may hold no more than 10% equity in a listed company engaging in investment in the mining industry.

9.1.3

Either the Sellers or Affiliates may not employ, intend to employ or solicit