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EXHIBIT 10.1
CDI PAN ASIA MAGNESIUM CO., LTD.
JOINT VENTURE AGREEMENT
PARTY A: SHAREHOLDER 1:
SHANXI JINYANG COAL AND COKE GROUP CO., LTD.
South Nailin Village
Jiaocheng, Shanxi Province
China 030500
Legal Representative: Haixin Zhao
SHAREHOLDER 2:
RUNLIAN TIAN
Xi Jie 27, Chengxi District
Jiaocheng, Shanxi Province
China 030500
PARTY B: CDI CHINA, INC.
5301 N. Federal Hwy, Ste 120
Boca Raton, FL 33487
Legal Representative: Yuejian (James) Wang
This investment agreement is made and entered into on September
28, 2007 by and
among CDI China, Inc. a Florida corporation ("CDI China" or
"Party B"), a wholly
owned subsidiary of China Direct, Inc., a Florida corporation
("CDI"), and
Shanxi Jinyang Coal and Coke Group Co., Ltd. a Chinese limited
liability company
("Jinyang group") and Runlian Tian, the 55% and 45%
shareholders, respectively,
of Shanxi Jinyang Metal Chemical Co., Ltd.("Jinyang Metal"). The
agreement
should be effective on October 1, 2007 unless there is any delay
agreed upon
among the parties.
Based on mutual understanding and discussion, Party A and Party
B decide to
invest corporately and form CDI Pan Asia Magnesium Co., Ltd., a
joint venture
with a registered capital of RMB 100 million ($ 13.3
million).
ARTICLE 1. NAME AND ADDRESS OF JINYANG METAL
Shanxi Jinyang Metal Chemical Co., Ltd. ("Jinyang Metal")
South Nailing Village
Jiaocheng, Shanxi Province
China 030500
ARTICLE 2. ORIGINAL REGISTERED CAPITAL OF JINYANG METAL
Jinyang Metal's original registered capital is RMB 27.5 million
($ 3.67
million)
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ARTICLE 3. SHAREHOLDER PERCENTAGE OF OWNERSHIP OF JINYANG
METAL
Shareholder 1: Shanxi Jinyang Coal and Coke Group Co., Ltd.
("Jinyang
Group") invested RMB 15 million (US $ 2 million) and owns
54.545% of Jinyang
Metal.
Shareholder 2: Runlian Tian invested RMB 12.5 million ($1.67
million)
and owns 45.455% of Jinyang Metal.
ARTICLE 4. ACKNOWLEDGEMENT AND APPROVAL
This investment agreement is acknowledged by both Party A and
Party B.
ARTICLE 5. CAPITAL INFUSION PLAN
1) The total investment will be RMB 200 million ($26.67
million), the
new registered capital will be increased from RMB 27.5 million
($3.67 million)
to RMB 100 million ($13.3 million). The increased registered
capital of RMB 72.5
million ($9.67 million) will be infused by both Party A and
Party B.
2) CDI China desires to invest RMB 51 million ($6
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