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.
1
|
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.
|
2
b. &nbs