Exhibit 10.2
Malipo County Runhong Hydropower
Co., Ltd.
Equity Transfer
Agreement
Party A:
Wenshan Malipo Zijin Tungsten Group Co., Ltd.
(Transferor)
Address: Zijin
Tungsten Group Co., Ltd., Nanfeng Village, Malipo County, Wenshan
State, Yunnan Province
Legal
Representative: Lin Qinquan; Title: Vice Chairman of Board and
General Manager
Party B:
Shenzhen Zhaoheng Hydropower Co., Ltd. (Transferee)
Address: F/19,
Unit A, JinFengCheng Building, 5015 Shennan Road, Shenzhen PRC
518015
Legal
Representative: Guosheng Xu; Title: Chairman of Board
Party A is
currently the only shareholder of Yunnan Province, Malipo County
Runhong Hydropower Co., Ltd. (“Runhong”), holding 100%
of the shares of Runhong, which is a limited liability company
established in accordance with the PRC laws and regulations.
Runhong has a registered capital of 10.5 million RMB and is
primarily engaged in the development and operation of hydropower
stations at Nawang River with total designed installed capacity of
6.6MW. The installed capacity of Cascade I station is 1.6 MW and
the installed capacity of Cascade II station is 5 MW.
Party A agreed
to transfer 90% of all of its equity interest in Runhong to Party B
and Party B agreed to purchase 90% of Party A’s equity
interest in Runhong. Party A retains 10% of all of its equity
interest.
Under the
principles of fairness and honesty, and after amicable
negotiations, Party A and Party B agreed on the following terms
regarding the rights and duties of both parties in relation to the
transfer of equity of Runhong:
1: Party A
guarantees its ownership of 100% equity interest in Runhong and has
paid off relevant registered capital. Party A further guarantees
that it has the legitimate right to dispose such equity interest,
and during its ownership of such equity interest, Party A has never
disposed of its equity interest in any forms, including but not
limited to transfer, encumbered, mortgage such equity interest or
provide guarantee to any third party with such equity as the
underlining asset.
2: Transfer Price and Payment
Terms
2.1: Party A
and Party B agree that the base date of the transfer of equity as
May 31, 2009 (“Base Date”). The consideration for the
transfer of equity from Party A to Party B is 25.81 million RMB
(including the loan of 6.36 million RMB as working capital by Party
A to Runhong).
2.2: Party A
and Party B agree that on the following day this agreement is
signed by both parties, Party A and Party B shall register the
change in equity ownership with the Administration for Industry and
Commerce. Party B guarantees that within 15 days from the third
year since this agreement is signed by both parties and no later
than July 10, 2012, Party B shall pay Party A 2 million RMB; on the
fourth year since this agreement is signed by both parties and no
later than July 10, 2013, Party B shall pay Party A 2 million RMB;
and on the fifth year since this agreement is signed by both
parties and no later than July 10, 2014, Party B shall pay Party A
the balance of 21.81 million RMB. At the time of each payment,
Party A shall inform Party B its bank account name, bank name and
account number and other relevant information in writing, and
provide legitimate invoice to Party B.
2.3: Party A
and Party B agree that within 15 days of the fifth year since this
agreement is signed by both parties and no later than July 10,
2014, Party A shall transfer the remaining 10% equity interest in
Runhong to Party B at a consideration of 1.05 million RMB. Party B
guarantees the purchase of such equity interest at the agreed
price.
3. Rights and
Duties of Both Parties
3.1 Rights and
Duties of Party A
3.1.1: Party A
guarantees that the financial statements as of May
