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Exhibit 10.5
(ACQUISITION PURCHASE AGREEMENT)
(China.Holdings,.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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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
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1.
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TONG REN KAI YU 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 JAING KO 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/EXE
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