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Exhibit
10.1
Asset Exchange Agreement
Party
A: Shanxi Puda Coal Group Co.
Registered
Address: No. 426, Xuefu Street, Taiyuan, Shanxi
Province
Legal
Representative: Zhao Ming
Party
B: Lingshi County Jinliao Coal & Chemical Co.,
Ltd.
Registered
Address: Liangdu Industrial Park of Lingshi
County
Legal
Representative: Zhang Laiyi
WHEREAS , the annual production of the coal washing plant
owned by Party A is 400,000 metric tons, and the annual production
of the coal washing plant owned by Party B is 1.2 million metric
tons; and
WHEREAS , Party A wishes to expand its production
capacity.
NOW THEREFOR , Party A and Party B (collectively,
“Parties”) hereto agree upon such exchange (the
“Asset Exchange”) of all assets of the coal washing
plant owned by Party A plus additional cash for all assets of the
coal washing plant owned by Party B.
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1. |
The
board of directors of Shanxi Puda Coal Group Co. has made a
resolution approving the Asset Exchange of all assets of its
400,000-MT coal washing plant, evaluated at RMB 11.50 million, plus
RMB 45.50 million in cash, for all assets of Chongjie Coal Washing
Plant, owned by Lingshi Jinliao Coal & Chemical Co., Ltd.,
evaluated at RMB 57 million.
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2. |
The
board of directors of Lingshi Jinliao Coal & Chemical Co., Ltd.
has made a resolution approving the Asset Exchange of all assets of
Chongjie Coal Washing Plant, evaluated at RMB 57 million, for all
assets of the coal washing plant owned by Shanxi Puda Coal Group
Co. plus additional cash with a total value of RMB 57
million.
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Through
friendly consultation, both Parties agree to the following
terms of the Asset Exchange (the
“Agreement”):
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I.
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Description
of the Asset Exchange
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Shanxi
Puda Coal Group Co. exchanges all assets of its coal washing
plant, located in Shachuan Village, Liulin County, Shanxi
Province (“Plant A”), plus additional cash, with a
total value of RMB 57 million, for all assets of Chongjie Coal
Washing Plant, owned by Lingshi Jinliao Coal & Chemical
Co., Ltd., located at Yi Zhuang Villagers’ Group, Tai
Village, Liang Du Township, Lingshi County (“Plant
B”).
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II.
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Considerations
of the Asset Exchange
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a.
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Assets
Exchanged from Party A to Party B:
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All
assets of Plant A, which is owned by Party A, with a book
value of RMB 11.5 million (the schedule of assets is attached
to this Agreement).
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b.
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Assets
Exchanged from Party B to Party A:
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All
assets of Plant B, which is owned by Party B, with a book
value of RMB 57 million (the schedule of assets is attached to
this Agreement).
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c.
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Pricing
and Evaluation of the Asset Exchange
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Pricing
of the exchanged assets is based on book value as prepared and
maintained by both Parties. Assets of Plant A are evaluated at
RMB 11.5 million. Asset
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