The Investment Agreement

Exhibit 10.22

The Investment Agreement

This Investment Agreement (this “Agreement”) is made and entered into by and among Inner Mongolia Jin Ma Construction Co., Ltd (hereafter referred to as Party A), Erlianhot HengYuan Wind Power Co., ltd.(hereafter referred to as Party B), Inner Mongolia TianWei Wind Energy Equipment Co., Ltd (hereafter referred to as Party C).

Preamble

1.         Party A is a limited company, and engaged in construction projects mainly in Inner Mongolia, PRC.

2.         Party B is also a limited company, and engaged in marketing and management of wind power plant with capacity of 45 MW power in Erlianhot, Xinlinguor League, Inner Mongolia, PR China. The Wind Power Plant shall be constructed and built under the approval of 361-Document issued by Inner Mongolia Development & Reform Commission in 2006, 213-Document issued by Inner Mongolia Homeland Resource Bureau in 2006, 19-Document issued by Inner Mongolia Electricity Group Co., Ltd. in 2007.

3.         Party C owns the technology and license for a 2MW asynchronous wind turbine with variable speed and constant frequency.(the international advanced mainstream wind turbine) developed together with Fuhrlander AG, a German Corporation. This licensed product is also the only recommended wind turbine by Inner Mongolia Municipal government prescribed in government 5-Document Party C also specializes in developing and generating wind energy equipment.

4.         Party B and Party C are willing to transfer the shares to Party A according to the terms of this agreement, in return, party A agrees to invest.

Through rounds of negotiations and according to “Company Law of PRC” and other related laws and regulations, upon the terms and subject to the conditions about the investment set forth hereinafter by which all parties shall all be guided, the parties hereby agree as follows:

1.       Rectification and Approval:

This investment and all related issues have been approved and rectified by the corresponding authority and organization of all three parties.

2.       Investment issues

a.         Party B agrees to transfer 60% shares to Party A within three business days after this agreement will be signed and taken into effect.

(i)         Party A shall collectively own 60% of the equity interests; Party B shall own 40% after the alteration of ownership.

(ii)         After the alteration of the Business License and related documents of party B will be completed, Party A shall agree to invest 500 million RMB through financing as capital for building 45 MW wind power plant.

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b.	Party C agrees to transfer 60% shares to Party A within three business days after this agreement will be signed and taken into effect.

 

(i)	Party A shall collectively own 60% of the equity interests; Party C shall own 40% after the alteration.

 

(ii)         After the alteration of the Business License and related documents of party B will be completed, Party A shall agree to invest 200 million RMB through financing as capital for developing and generating 2MW asynchronous Wind turbine with variable speed and constant frequency.

 

3.	Conditions and Priority

 

a.          Hereafter every time party A invests 60%, party B and C shall jointly invest 40% accordingly among which 15% will be tech shares and only share the profits.

 

b.          Party B and C shall provide the complete set of related documents including but not limited to: the original projects documents approved by the government, patent certificate and registered trademark certificate with property right, validity date description, technique features, practical values, price calculation, which are the basis and evidence and backup for this investment.

 

c.          Party B and C have no other debts other than the fees related with approval certificates. But if party B and C have any other debt, then the original shareholders of Party B and C should be responsible for all the debts.

 

d.          If by any reason any party has the intention to assign and transfer the ownership, this transfer shall be subject to the approval of other parties and this party’s government. Other parties shall have the priority to own the transferred shares

 

4.	Further statements and guaranties and promises.

 

It is agreed that the following statements and warranties are made and into effect hereinto. All the parties hereto sign the agreement based on these statements and warranties.

 

a.          Party A, B and C all are legally incorporated and are enterprise legal person swith effective duration. All the parties have required all authorization, rectification and approval for this investment.

 

b.          Party A, B and C have the right of authorship and the capacity of signing the agreement. The agreement shall be binding upon all parties once it will be signed and taken into effect.

 

c.          It is agreed that all parties shall take the obligations under this agreement which are legal and effective. The obligations exist side by side with other obligations the parties are taking and taken and shall not collide with others.

 

5.	The basic rights of the new shareholders

 

a.	The new shareholders shall share the equal legal status and shall be equal with the former shareholders.

 

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b.          The new shareholders shall enjoy all the rights the law confers to the shareholders, including but not limited to: profits-sharing of assets, major and significant decisions, delegating and choosing the management personnel.

 

6.	The responsibilities and obligations of new shareholders

 

a.          The new shareholders shall have to get the financing as soon as possible as described in the related terms and clauses of this agreement.

 

b.          The new shareholders shall be obliged to take other responsibilities as company shareholders should take according to the related laws and regulations.

 

7.	The modifications

 

All parties acknowledge and agree that the Articles of Corporation shall be amended accordingly based on the terms and clauses under this agreement.