Exhibit 10.28
Joint Venture
Agreement
CDI (Beijing) International
Trading Co., Ltd.
Shareholders of the parties:
Party A: Chen Chi
Party B: CDI Shanghai Management Co.,
Ltd.
The above parties as shareholders reached the
following agreement on the establishment of CDI (Beijing)
International Trade Co., Ltd.,
I. The proposed company name, business scope,
registered capital, the legal representative:
1. Company Name: CDI (Beijing)
International Trade Co., Ltd.
2. Business: steel, aluminum and
Australia Board trade
3. the registered capital: RMB
50MM
4. the legal representative: Chi
Chen
II. Funding methods and the proportion of
shares:
1. Party A invests $ 3.57MM (RMB
24.5 MM) in cash, 49% of the total registered capital;
2. Party B invests $ 3.7MM (RMB 25.5
MM) in cash, 51% of the total registered capital
III. Investment schedule
Phase 1: After capital verification, party A
invests $ 700K (RMB 4.9MM), Party B invests $ 744K (RMB
5.1MM);
Phase 2: In late September 2008, Party A invests
$ 700K (RMB 4.9MM), Party B invests $ 744K (RMB 5.1MM);
Phase 3: In late December 2008, Party A invests
$ 700K (RMB 4.9MM), Party B invests $ 744K (RMB 5.1MM);
Phase 4: In late March 2009, Party A invests $
1.4MM (RMB 9.8MM), Party B invests $ 1.49MM (RMB
10.2MM).
IV. The shareholders should complete the
formation of the companies on following matters:
1. set up the preparatory group,
which is composed of staff members from the Party A, which is
responsible for the application procedures of organizing the
enterprise and completion of the following:
(1) preparations for the
establishment of institutions and enterprises with
staff;
(2) the right to approve and declare
the establishment of corporate reports and documents relating to
the application;
(3) the procedures for their
contribution;
(4) apply for business registration
from the industrial and commercial administrative departments, and
is responsible for handling tax registration, bank accounts and
other procedures;
1
(5) all other matters entrusted by all the
shareholders during the preparatory process of the
enterprises
(6) Party A pays for the advanced cost of
setting up the company, once established, the company should be
responsible for the cost.
2. other shareholders should complete the
following:
(1) according to the provisions of this
Agreement, the subscription of their respective capital
contributions should be in place timely.
(2) provide relevant information assistance on
business registration,
(3) is responsible for corporate planning work
of other commissioned agencies.
V.
Shareholders
Enterprise
shareholders will be the highest organ of power. Shareholders will
be formed by all the shareholders, shareholders meeting will be
convened at least once a year. Shareholders’ rights and
obligations of enterprises are in accordance with the
Constitution.
VI. The
company’s board of directors
The company
set up by three (or five) of the Board of Directors, of which Party
A appoint Chi Chen the vice-chairman and legal representative,
Party B appointed Xiaowen Zhuang the chairman. Both party employ
Mr. Zhang Wuliang as the director. Each party appoints a
supervisor. Party A is responsible for the daily operation of
enterprises, and to establish the corporate management system in
line with Party B. The director appoint
