[This Agreement has been translated into
English]
Acquisition
Agreement
Party A: Zhaoyuan
Shuangji Co., Ltd.
Address: 221 Linglong
Rd, Zhaoyuan City
Party B: Longkou Bohai
Cement Co., Ltd.
Address: Dongtai
Village, Zhuyouguan Town, Longkou City, Shandong
Province
This Agreement is made
and concluded by and between Party A and Party B whereby the
Parties hereto agree to co-contribute and operate Longkou Bohai
Cement Plant under the terms and conditions set forth
below:
1.
Name and Address of
the Established Company
(a)
Company Name: Longkou
Shuangji Cement Co., Ltd.
(b)
Company Address: Dongtai
Village, Zhuyouguan Town, Longkou City, Shandong
Province
2.
Business
Scope
Cement manufacturing and
selling.
3.
Registered
Capital
The Company’s
registered capital is RMB 20 million.
4.
The Scale of
Production
After the completion of
the project transformation, the expected annual output of cement
shall reach 500,000 metric tons.
5.
Company Shareholder
Name, Capital Contribution Form and Amount of Capital
Assigned.
(a)
Monetary investment
contribution by Party A is RMB 10 million, accounting for 51% of
the registered capital.
(b)
Monetary investment
contribution by Party B is RMB 2 million. Other goods and
industrial property contributed by Party B as capital including the
equipment of existing production line and auxiliary facilities,
office and living facilities, land of the plant, buildings are
evaluated, accounting for 49% of the registered capital.
(c)
The Party A shall set up
company account before March 31, 2009. The initial investment is
RMB 3 million for Company establishment. Both Parties shall deal
with capital evaluation and company registration regarding company
establishment at the time. Party A shall invest RMB 7 million and
Party B shall invest RMB 2 million at the same time for registered
capital adequacy before April 15, 2009.
6.
Company
Organization
The Company shall
implement manager responsibility system under the leadership of the
Board of Directors. The Board of Directors consists of three
persons (two from Party A, one from Party B).
(a)
The Board of Directors shall decide
all major issues concerning the Company (production, sales, profit
split, profit
deduction and reserving proportion, personnel appointment and
remove and so on).
(b)
The chairman is the
legal representat
